1. General
These Vendor Terms and Conditions of Use (“VTC”) apply to all legal relationships of Hyfindr GmbH (hereinafter: "Provider") with the Vendor using the website https://hyfindr.com/en/ and all sub-sites (hereinafter also: "Website"). Vendor shall be defined as a company that uses the Website to present their products for sale and to find prospective Buyers for their products (hereinafter “Vendor”). The Website may only be used by a Vendor in accordance with the terms and conditions of the VTC. Separate general terms of use apply to companies that use the Website as buyer or a prospective buyer (hereinafter “Buyer” or “User”).
Rules and regulations deviating from the VTC do not apply to Vendor, unless the Provider has confirmed them in each case expressly and in writing. Individual agreements always prevail.
A Vendor Contract (see below for the definition) concluded is not stored by the Provider after its conclusion and is therefore not accessible. The contract language is English. The Vendor may retrieve, save and print these VTC from the Website (https://hyfindr.com/en/legal/vendor-terms-and-conditions).
The business relations between the Provider and the Vendor are subject to the laws of the Federal Republic of Germany. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
The exclusive place of jurisdiction is Stuttgart, Germany.
Individuals, in particular consumers, are not permitted to register as a Vendor. The Provider does not offer a registration or use of the Website as Vendor by an individual; any such registrations will not be accepted by the Provider.
2. Content of the Website, Conclusion of the Contract, Restrictions of the Offer
The Website is a B2B platform on the Internet, that in particular presents products of the hydrogen economy. The products are not offered or presented by the Provider; instead, the Provider allows Vendors to list and sell their products via the Website.
The Provider only provides the technical platform for Vendors and Buyer to negotiate and complete transactions and the Provider does not become a contractual party of any sales contract or other contractual relationship requested by or offered to a Buyer from a Vendor regarding a product. The Provider is neither a buyer nor a vendor of the Vendor’s items. A Vendor is responsible for the sale of the products, the delivery of an ordered products and for dealing with any Buyer claims or any other issues which may arise out or in connection with the contract between the Vendor and the Buyer. A Vendor shall only offer products under the Order workflow that are available. The Vendor shall document the sales and delivery scope of countries for each product on the Website sold.
The User remains fully responsibly to verify all information provided by the Vendor of a product, both via the Website or outside the Website.
For the avoidance of doubt, any claims and disputes arising from or relating to any agreement between a Buyer and a Vendor (including any claims for supply of products, payment of purchase price, warranty or liability claims) shall be dealt with and resolved only between the Buyer and a Vendor. The Provider will not and shall not be involved in any such disputes.
3. Registration
Visiting the Website and browsing the products listed on the Website is possible without registration.
Registration of a Vendor takes place by opening a user access, whereby a Representative of a Company accepts these VTC on behalf of the respective Company. A Vendor can only be a registered company (“Company”). The individual acting for and on behalf of a Company must be authorized to represent the Company (such individual acting for a Company a “Representative”). The data requested by the Provider during the registration must be provided completely and correctly, e.g. first and last name of Representative, current address of the Company, valid e-mail address of the Representative. If the data provided changes subsequently, the Vendor is obliged to correct the information immediately. Until the completion of the registration access, the Vendor can correct its entries directly in the corresponding input fields. Upon completion of the registration process, the Provider evaluates the registration application of the Vendor and if the Provider approves the Vendor registration application a contract for the use of the Website according to these VTC is concluded between the Vendor and the Provider (herein: "Vendor Contract"). The Provider confirms the conclusion of the Vendor Contract to the Vendor via the workflow on the Website which will trigger an email to the email-address of the Representative. The Vendor may retrieve, save and print VTC from the website (https://hyfindr.com/en/legal/vendor-terms-and-conditions) There is no claim of a Vendor that its registration application is approved and a Vendor Contract is concluded. The Provider reserves the right to solely and at its own discretion decide on the approval of a Company as a Vendor.
When registering, the Representative enters a user name and chooses a password. Communication between the Provider and a Vendor takes place via the specified e-mail address of the Representative and/or of the Company. The Representative of a Vendor must keep their password secret.
Every Vendor is obliged to inform the Provider immediately if there are indications that its access has been misused. In principle, each Vendor is liable for all activities carried out using his access and it shall indemnify the Provider against any claims for damages by third parties, unless the Vendor is not responsible for the misuse.
4. Processes and Workflows
The Website provides the Vendor with several options to interact with a prospective Buyer regarding a product of the Vendor:
a) Order Workflow
A Vendor may elect to offer Products under a transactional Vendor plan. A registered User then has the option to purchase the respective products from the registered Vendor. The Provider is neither for the User nor for the Vendor a party of any sale or purchase contract of a product listed on the Website. The Provider also is not acting as an agent or representative of the User or of the Vendor; the Provider with its Website only provides a technical solution to collaborate between Vendor and User to interact. The Vendor shall publish its general terms and conditions on its store page on the Website, in case the Vendor is interested in incorporating its general terms and conditions in the contract concluded between the Buyer and the Vendor.
b) Request for Quote Workflow
A User has the option to initiate a request for quote (“RfQ”) workflow. With such a RfQ the User asks the Vendor to give a quote for a product and to provide the user with a price for the requested number of products of the Vendor (the “Quote Request”). The Vendor shall respond to the User latest within three working days. The Vendor may decide to reject making an offer at its sole discretion; in such a case the Vendor shall notify the User via the processes provided by the Website. Alternatively, a Vendor may also decide to make a proposal to the User for the potential purchase of a certain number of products. If a User confirms a proposal of a Vendor, the User may add the respective products to the cart to initiate the Order Workflow in subsection a) as described above.
c) Product Inquiry Workflow
The Website provides a registered User of the Website with the option to make an inquiry related to product of a Vendor. The User needs to provide certain information relating to the user, including the first name and last name and the contact email and the user has the option to explain the request in a text field (together the “Inquiry Request”). The Vendor shall respond to the User latest with three working days. Provided that the Inquiry Request is a question that the Vendor is able to answer and allowed to answer, the Vendor should strive for accurately answering the User via the processes offered by the Website.
d) Other Workflows
The Provider may also provide for other options to interact with users of the Website. The Vendor shall at all times comply with the instructions provided for such other workflows on the Website, ensure compliance with applicable data protection laws and with the Privacy Policy of Hyfindr GmbH.
e) Operational Guidelines
The Provider strives to optimize the interaction between all parties on the platform. It is vital that each Vendor keeps up to date with processes and associated operational requirements when dealing with Users. The Provider will publish and update from time-to-time so-called operational guidelines for Buyers and Vendors; Vendors are required to follow the recommended practices therein to avoid customer issues.
5. Fees
The Provider is growing the B2B marketplace and constantly enhancing the Website and its processes.
Unless agreed otherwise between the Vendor and the Provider in writing in connection with the registration of a Vendor, a Vendor needs to choose a vendor plan that shall apply to the Vendor; such vendor plan outlines the key terms that shall apply to the contractual relationship between the Vendor and the Provide on the basis of these VTC (the “Vendor Plan”). The different types of potential fees that may be associated with any such Vendor Plan (they will be mentioned therein) are:
Listing Fee: this is a fee that is required to be paid in order to list and present products of the Vendor on the Website. Such a fee is due and required to be paid upfront for the respective period displayed in the respective Vendor Plan. The Vendor is able to purchase a Vendor Plan via the Website.
Commission: this is a fee that is calculated as the total net amount included in an Order of a User multiplied by the commission in percent assigned to the Vendor e. The commission assigned to a Vendor is documented in Vendor Plan. . The commission amount is to be paid by the Vendor to the Provider when purchasing a product of the Vendor. For the avoidance of doubt, the commission amount to be paid to the Provider for a specific Order Request is independent from the terms and conditions potentially agreed between the Vendor and a User.
Other Fees: The Provider may offer other services (e.g. special marketing activities or video services) to a Vendor. The Provider will only charge any such in accordance with any Vendor Plan selected or based on an agreement concluded between the Vendor and the Provider ).
6. Duration of the User Contract
The registration as a Vendor is unlimited.
Both, the Provider and the Vendor can terminate the User Contract at any time in writing or by e-mail unless agreed otherwise in the Vendor Plan. The Vendor data will be deleted within one week after receipt of the termination notice with a deletion request.
7. Duties of Conduct of the Vendor, Intellectual Property Rights, Exemption in case of Violations
The contributions of the Vendor on the Website are not examined by the Provider in principle. However, if the Provider becomes aware that a Vendor’s contribution violates these VTC or legal regulations, the illegal content will be removed immediately and/or the access to it will be blocked. The Provider reserves the right to immediately terminate the Vendor Contract and/or block the access of the Vendor or its Representatives from the Website.
The Vendor alone is responsible for ensuring that it has all rights with regard to the content it publishes through its Representatives and that no third-party rights are violated as a result. If, for example, images are to be uploaded on which one or more persons are recognizable, the image file may only be uploaded with their consent. With the publication, the Vendor irrevocably and free of charge grants the Provider the right to use and exploit the content provided on the Website without any restrictions in terms of space, time and content, provided that the right to use any content uploaded regarding a product listing of a Vendor by the Provider ends after the termination of the Vendor Contract. The Provider may also use such content in accordance with the Privacy Policy of Hyfindr GmbH (https://hyfindr.com/en/legal/privacy-policy). Any other use of the content provided by the Vendor is only permitted with the Vendor’s consent. In no case does the content represent the opinion of the Provider and the Provider does not adopt them as his own.
Provider reserves all intellectual property rights in the Website and any underlying software, algorithms, databases and content. Except as otherwise expressly provided, no rights in any such intellectual property is transferred or granted to the Vendor beyond the non-exclusive, non-transferable and non-sub-licensable right to access the Website during the Vendor Contract for use with Provider, and subject always to these terms of use.
The Vendor may not copy, reproduce, distribute, display, transmit, modify, create derivative works or reverse engineer any portion of the Website or any information, data and other content made available by other Users or Vendors through the Website. The Vendor must not use any robots, spiders, crawlers, deep links or any similar technology, devices or manual processes to systematically and/or repeatedly access and collect information made available through the Website.
Each Vendor undertakes not to use the Website, through its Representative, to publish content or to transmit messages which, or whose setting,
- are immoral, pornographic, racist or offensive in any other way,
- are unobjective or intentionally untrue,
- infringe the rights of third parties, in particular copyrights,
- otherwise violate applicable laws or constitute a criminal offense,
- contain viruses or other computer programs that may damage software or hardware or impair the use of computers,
- are surveys or chain letters or disguised advertising, or
- serve the purpose of collecting and/or using personal data from other users for business purposes in particular.
If the Provider learns of a violation of the above provisions, it reserves the right to change or delete the content in question. Should third parties assert claims for damages against the Provider due to such a violation, the responsible Vendor shall indemnify the Provider against such claims.
8. Blocking
The Provider may take the following measures if there are concrete indications that a Vendor is violating legal regulations, the rights of third parties or these VTC, or if the Provider has another justified interest, in particular to protect other Users, Vendors or Representatives of Users or Representative of Vendors:
- Warning of Users and or Vendors,
- Provisional, partial or final blocking.
The Provider may also permanently exclude a Vendor from active use of the Website (final blocking) if the Vendor or it’s Representatives provided false contact details during registration, in particular a false or invalid e-mail address, if it causes significant damage to other Users or Vendors or if there is another important reason.
As soon as a Vendor has been temporarily or permanently blocked, it and it’s Representatives may no longer use the Website, even with other user accesses, and may not register again.
9. System Integrity and Disruption of the Website
Vendors may not use any mechanisms, software or other scripts in connection with the use of the Website that could interfere with the functioning of the Website, in particular those that make it possible to generate automated page views or page requests.
Vendors may not take any actions that may result in an unreasonable or excessive load on the infrastructure.
Vendors may not block, overwrite or modify content generated by the Provider or Users or interfere with the website in any other way. A Vendor may not copy or download the content of the Website that it has not provided to the Website without prior written consent of the Provider for other purposes that are not offered by the Provider. Such actions constitute an essential violation of the Vendor Contract.
10. Responsibility for Content and Limitation of Liability
The Provider assumes no responsibility that the information and documentation provided on the Website is complete and correct, as well as up to date. This applies in particular to the offers and product descriptions of the Vendors. Such information related to the listed products are provided by the Vendors. Each Vendor needs to ensure that its content is accurate and not misleading and does not infringe any rights of third parties.
The Provider is only liable for damages caused with intent or gross negligence. The Provider is liable for the slight negligence in case of a breach of essential obligations in case of a breach of cardinal obligations, but only for the foreseeable damage typical for the contract. The Provider shall not be liable for slightly negligent in case of a breach of other obligations other than the aforementioned. Liability for the compensation of indirect damages, in particular for lost profits, only exists in the case of intent or gross negligence of a representative or executive of the Provider.
If the liability of the Provider is excluded or limited, this also applies to the personal liability of executives, employees and other representatives of the Provider.
11. Data Protection
The Representative and the Vendor are aware and agree that any personal data required for the processing of the Vendor Contract will be stored on data carriers. The Representative and the Vendor acknowledge and accept the Privacy Policy of Hyfindr GmbH (https://hyfindr.com/en/legal/privacy-policy)
The Vendor and its Representative expressly consent to the collection, processing and use of such personal data for the purpose of performing the Vendor Contract. This includes all data required for the proper execution of the contract concluded between the Vendor and the Provider, i.e. in particular name, address, contact data (telephone and fax number, e-mail address) and any workflow between a User and the Vendor; but also the anonymous evaluation of files that have been requested, as well as the name of the file, the date and time of the request, the amount of data transferred, the access status (file transferred, file not found, etc.), a description of the type of web browser used. The Provider is also entitled to communicate the data required to initiate or process the workflows described in Section 4 of theses VTC.
The stored personal data of a Representative of a Vendor will be treated confidential by the Provider. The collection, processing and use of personal data is in compliance with the applicable laws as stated in the Privacy Policy of Hyfindr GmbH. The Representative of a Vendor has the right to revoke his consent at any time with effect for the future. In this case, the Provider is obliged to delete the personal data of a Representative. In the case of ongoing contractual relationships of a Vendor, the deletion at the latest takes place after the termination of the Vendor Contract.
Upon written request, the Provider shall inform the Vendor and any Representative of a Vendor whether and which personal data is stored relating to a Representative.
12. Export Controls
The Vendor shall not sell any product to any country to which export of any such product is restricted or prohibited by law and shall make sure that any contract between a Buyer and a Vendor and its performance at all times complies with applicable laws and regulations. The Vendor also needs to ensure that no contract facilitated or conclude between a Buyer and a Vendor violates any sanctions.
13. Change of these General Terms of Use
The provider reserves the right to change these VTC at any time at its sole discretion. The most recent VTC are available on the Provider`s website. If the VTC are changed the Vendor will be subject to the amended terms and conditions in force at the time an Order or other transaction is made, unless any change to those terms and conditions is required to be made by law.
If any of these terms and conditions of the VTC is deemed invalid or void that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining conditions of the VTC.
Last update: 27. March 2024