Vendor Terms and Conditions of Use

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 www.hyfindr.com 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 (herein “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.

The Vendor Contract 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/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 Vendors. 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, all products are presented and offered by Vendors to Buyers.

The Provider only provides the technical platform and 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. In this context, an order placed by a Buyer shall only constitute an offer to conclude a purchase contract to the Vendor, so that a contract between a Buyer and a Vendor is concluded outside the Website and without any involvement of the Provider; the processes and terms and conditions applicable to such a contract are those offered by the Vendor at its discretion and accepted by the Buyer outside the Website. It is not the obligation of the Provider to validate if the terms and conditions of the contract offered by the Vendor to a Buyer comply with the information provided to the Buyer by the Vendor regarding a product on the Website. The Provider only provides an option for a Vendor to interact with the Buyer regarding a product of a Vendor. The Buyer acknowledges and accept that the display of a product of a Vendor does not mean that a product is currently available from the Vendor or that the Vendor will offer the sale to such Buyer or to the location of a Buyer. A Vendor decides at is sole discretion if it intends to conclude a sale contract with a certain Buyer after having been triggered. If a Vendor does not want to offer a sales contract to a Buyer the Vendor has the obligation to immediately notify the potential Buyer.

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 User 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 User and a Vendor. The Provide 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 accept 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 using the usual keyboard and mouse functions. 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 (hereinafter: “Vendor Contract”). The Provider confirms the conclusion of the Vendor Contract to the Vendor by e-mail to the email-address of the Representative. With the e-mail, the Vendor also receives these VTC. There is no claim of a Vendor that its registration application is approved and a Vendor Contract is concluded.

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. Representative of a Vendor must keep their password secret.

Every Vendor is obliged to inform the Provider immediately if there are indications that his 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 the following options to interact with a prospective Buyer regarding a product of the Vendor.

a) Order Workflow

A registered User has the option to initiate an order workflow. The Website enables a User to submit an email that is generated by the Website to the Vendor, using the respective email of the Representative of a Vendor. With such an order the User asks the Vendor to provide the User with a binding offer for the sale of a certain number of its products for the price the Vendor has assigned to such products on the Website (the “Order Request”). The Vendor shall respond to the User latest within three working days. The Vendor may decide to reject making a binding offer at its sole discretion. In such a case the Vendor shall not confirm the order but instead reject the order on the Website. Alternatively, a Vendor may also decide to make a binding offer to the User for the potential purchase of a certain number of products in accordance with the key terms and conditions the Vendor disclosed on the website (in particular price and specification of the product). The Vendor in this case – for information purposes only – shall confirm the order on the Website within the frontend manager of the Website. This confirmation on the Website shall neither constitutes the conclusion of a contract between the Vendor and the User nor between the Vendor and the Provider. The Provider will inform the User with an email generated by the Website that the User should receive a binding offer from the Vendor outside the Website in due course directly from the Vendor with all the terms and conditions that according to Vendor shall apply to the offered sale. It is the responsibility of the Vendor to ensure that this information provided on the Website is not deviating from the terms and conditions the Vendor will include in its binding offer to the User, in particular to ensure customer satisfaction. The Provider neither is 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. Upon receipt of the binding offer directly from the Vendor, the User will decide at its sole discretion whether to accept such offer or not.

b) Request for Quote Workflow

A registered User has the option to initiate a request for quote (“RfQ”) workflow. The Website enables a User to submit an email that is generated by the Website to the Vendor, using the respective email of the Representative of a Vendor. 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 needs to press the respective button in the email received. Alternatively, a Vendor may also decide to make a proposal to the User for the potential purchase of a certain number of products. The User may update the price information for a product on the Website in order to start initiate the Order Workflow in subsection a) as describe above.

c) Product Inquiry Workflow

The Website provides a registered User as well as visitor of the Website who is not yet registered with the option to make an inquiry related to product of a Vendor. The Website generates an email that is sent to the Provider and then forwarded to the Vendor or to the Vendor directly. 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 with an email sent from the email exchange system of the Vendor. As the user making such Inquiry Request has consented to providing the user details and the Inquiry Request to the Vendor in accordance with the Privacy Policy of Hyfindr GmbH (https://hyfindr.com/privacy-policy) for the purpose of answering such Inquiry Request, the Vendor may use the provided information for purposes of processes the Inquire Request and directly contacting the user who submitted the Inquiry Request.

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.

5. Fees

The Provider is currently ramping-up the B2B market place and constantly enhancing the Website and its processes. In order to recognize this situation, the Provider is making special offers to Vendors on the Website that register at this stage. As long as the shop site included in the Website is not publicly accessible for visitors of the Website who are not registered User or Vendors, the Provider will not charge any of the fees listed below.

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 are:

Product Listing Fee: this is a fee that is required to be paid in order to be registered as a Vendor and/or 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 within 30 calendar days after receiving the respective invoice from the Provider.

Commission: this is a fee that is calculated as the total net amount included in an Order Request of a User multiplied by the commission in percent assigned to the Vendor after the registration on the Website. The commission assigned to a Vendor is documented in percent in the account of the Vendor on the Website. It is the obligation of the Vendor to validate commission prior to listing any product on the Website. Listing a product or amending any listing of a product by the Vendor is deemed as an acceptance of the commission to be applied to all products of the Vendor that is displayed in the Vendor’s account at a given point in time. The Provider has the option to change the commission to be paid by a Vendor, provided that the Provider informs the Vendor with two weeks’ notice. The commission amount is to be paid by the Vendor to the Provider for connecting to a User that is interested in buying a product of the Vendor and is not dependent on the successful conclusion and/or performance of any sales contract between the Vendor and the respective User. The commission amount for a certain Order Request is required to be paid if the Vendor has not rejected such an Order Request within five working days on the Website. The Vendor may not reject such Order Request on the Website in case the Vendor plans to make an offer to sell the product to the User outside the Website; such a behavior is causing customer frustration as a User would receive an information from the Website that the Order Request is rejected by the Vendor. In addition, such an inconstant behavior shall be deemed as a violation of the Vendor Contract by the Vendor. The Provider will send an invoice to the Vendor for the commission amount that is required to be paid within 30 calendar days to the Provider for a certain Order Request. 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. In case a User decided not to buy the respective product from the Vendor, the Vendor may inform the Provider accordingly. The Provider will then decide at its sole discretion if it waives its claim for the respective commission amount against the Vendor. The Provider is – for the avoidance of doubt – not required to waive or refund and commission amount in such a scenario, in particular because it is outside the Provider’s control if a contract is concluded between a User and a Vendor and if any concluded is accurately performed between these parties.

Quote Fee: the Website provides the option that a register User requests a quote from a Vendor relating to a product of the Vendor. As such Quote Requests are important sales leads for the Vendor, the Provider will charge a quote fee for any Quote Request sent to the Vendor, unless the Vendor Plan selected by the Vendor provides that the Provider will not do so, and provided that the Vendor has not rejected a Quote Request within five working days within the workflow provided by the Website. The quote fee to be paid by a Vendor for any Quote Request is documented in the account of the Vendor. It is the obligation of the Vendor to validate such generally quote fee prior to listing any product on the Website. Listing a new product or amending any such product listing by the Vendor is deemed as an acceptance of the documented quote fee at a given time to be applied to all products of the Vendor. The Provider has the option to change the general quote fee to be paid, provided that the Provider informs the Vendor with two weeks’ notice. The Vendor may not reject a Quote Request in case the Vendor plans to send the User a quote for the product to the User outside the Website; such a behavior is causing customer frustration as a User would receive an information from the Website that the Quote Request is rejected by the Vendor. In addition, such an inconstant behavior shall be deemed as a violation of the Vendor Contract by the Vendor. The Provider will send an invoice to the Vendor for the quote fee that is required to be paid within 30 calendar days to the Provider for a certain Quote Request. The Provider is not obliged to waive or refund its claim for the quote fee in case the User does not accept the quote provided by the Vendor or is not initiating the Order Workflow.

Inquiry Fee:  the Website provides the option that a visitor of the Website makes and Inquiry Request relating to a product of the Vendor. As such Inquiry Requests can be important sales leads for the Vendor, the Provider will charge an Inquiry fee for any Inquiry Request sent to the Vendor, unless the Vendor Plan selected by the Vendor provides that the Provider will not do so, and provided that the Provider has not decided in its sole discretion that a certain Inquiry Request is reasonably not a potential sales lead for a Vendor. The inquiry fee to be paid by a Vendor is documented in the account of the Vendor. It is the obligation of the Vendor to validate general inquiry fee prior to listing any product on the Website. Listing a new product or amending a listing by the Vendor is deemed an acceptance of the documented general inquiry fee at a given time to be applied to all products of the Vendor. The Provider has the option to change the Inquiry Fee to be paid, provided that the Provider informs the Vendor with two weeks’ notice.

Other Fees: The Provider may offer other services (e.g. special marketing activities) to a Vendor. The Provider will only charge any such fees to the Vendor after the Vendor has agreed in writing (email confirmation is sufficient) to any such additional services.

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. The Vendor data will be deleted within one week after receipt of the termination notice.

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 reserve 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/privacy-policy). Any other use of the content provided by the Vendor is only permitted with the Vendor’s consent. In no case do contents 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 infringed any rights of third parties.

The Provider is only liable for damages caused with intent or gross negligence. The provider is liable for the slightly negligent 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/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. Change of these General Terms of Use

The provider reserves the right to change these VTC at any time at its sole discretion. If the VTC are changed and updated the Vendor needs to accepted the updated VTC within 14 days to be entitled to continue using the Website.

The amended terms and conditions will be sent to Vendors by e-mail no later than two weeks before they come into effect. If a Vendor objects the amended terms and conditions of the VTC with two weeks the Vendor Contract terminates, unless specified otherwise by the Provider. If a Vendor does not object to the validity of the new VTC within two weeks after receipt of the e-mail, the amended VTC shall be deemed accepted.

Last update: 4. April 2021

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