General terms and conditions
1. Field of application of these general terms and conditions
DIS-CONNECT GmbH, Gerwigstr. 29, 76131 Karlsruhe, (henceforth “DIS-CONNECT” or “we” or “us”) operates a B2B online marketplace (henceforth “marketplace”) under the URL www.dis-connect.de, where professional sellers (henceforth “seller” or “sellers”) can offer products from the segment of smartphone supplies and spare parts (henceforth “product” or “products”) to professional buyers (henceforth “buyer” or “buyers”), who can purchase these goods. DIS-CONNECT itself does not offer any products and is not a contractual partner in any contract. Contracts for the sale of products (“purchase contract”) are exclusively concluded between sellers and buyers of the marketplace.
2. Registration as a buyer or seller
2.1 The use of the marketplace requires a registration as buyer or seller. This registration entails a contract between DIS-CONNECT and the buyer or the seller for the use of the marketplace and its services (henceforth “user contract”). There is no claim concerning the conclusion of a user contract.
2.2 The registration as buyer or seller is reserved to entrepreneurs according to §§ 14 (1) and 310 (1) BGB. The buyer confirms the use of the marketplace and the usage of the products within his/her commercial or freelance occupation.
2.3 The information DIS-CONNECT requests during the registration must be complete and correct. DIS-CONNECT is, in its sole discretion, allowed to verify the data indicated during the registration. However, a complete authentication of registered buyers and sellers is realistically not possible. Despite our safety precautions it is possible that false contact information is saved during a registration or that contact information is not up-to-date.
3. Obligations of the seller
3.1 After the registration, a seller receives a user account, which records data that the seller registers and which specifies all products the seller offers on the marketplace.
3.2 The seller assures and guarantees that all information that is connected to the offer is correct, true and not misleading. The seller is obligated to update any information made available so that the information’s accuracy is ascertained. The seller can be held liable for any claim a buyer puts forward that is based on asserted inaccuracies of uploaded information displayed on the marketplace (e.g. information about products and prices). The seller must not impose any conditions on the buyer that differ from the conditions given in the offer. A seller’s failure to perform the obligations defined in these general terms can lead to a permanent exclusion from the marketplace.
3.3 DIS-CONNECT reserves the right to refuse the publication of offers on the marketplace, which, at the discretion of DIS-CONNECT, violate regulations of these general terms or can be associated with the violation of regulations of these general terms.
3.4 The seller guarantees that he or she renders his or her services in accordance with all applicable laws and does not violate any right of a natural or legal person. The offers must not include any false information, personal insult, defamatory, insulting or defaming statements or elements that violate copyright laws or data protection laws.
3.5 As long as country-specific regulations do not provide for anything contrary, the seller is solely responsible for the compliance with tax rules, especially with his obligations to report, receive, transfer or append statutory taxes and fees with regard to his or her offer on the marketplace.
3.6 When a buyer places an order via the marketplace, this constitutes the seller’s offer to conclude a purchase contract with the buyer. The seller hereby authorizes DIS-CONNECT to accept the offer to conclude a purchase contract in his or her name. When the buyer submits the order, DIS-CONNECT, representing the seller, directly accepts the offer by sending an order confirmation to the buyer.
3.7 The seller has to check the email account provided during the registration at least once a day.
3.8 Any prices displayed on the account of a seller are net prices. Selling prices do not include delivery or shipping costs; sellers have to bear these costs themselves. It is not allowed to request further amounts, fees or provisions from any buyer or to reimburse costs.
3.9 The supplier is obligated to transmit a proper invoice to the customer that meets all applicable tax conditions.
3.10 The seller assures that he or she has installed and will maintain proper security procedures and security checks or that he or she will install and maintain them to prevent unintended exposure of and unauthorized access to person-related data and buyer’s information as well as to prevent illegal use thereof. Neither the seller nor his or her connected company directly or indirectly take part in marketing or promotion measures for buyers, whether they were demanded or not, or other notifications to buyers who have placed orders via the marketplace, without that buyer’s consent. The seller is obligated to process, save, transfer and access all customer-related information according to the laws applicable to the seller. Upon DIS-CONNECT’s request, the seller is bound to prove the installation and maintenance of technical and organizational security measures that regulate the process of person-related data according to this section.
3.11 The seller declares him- or herself willing (i) to keep his or her password and his or her online-ID to the account on our platform as well as to the email account safe and to treat them strictly confidential and to make them available only to authorized users, (ii) to instruct any person he or she provides the online-ID and the password with that they must not disclose these to unauthorized persons, (iii) to immediately inform us and to choose a new online-ID and a new password if he or she believes that the password to the account on our platform or to the email account was disclosed to an unauthorized person and (iv) to immediately notify us if he or she is contacted by anyone who demands the online-ID or the password. If we suspect unauthorized access to a seller’s account, this seller declares him- or herself willing to immediately change the ID and the password to the account on our platform and to the email account and, if necessary, to take further measures that we can expect to a reasonable extent. We highly recommend the sellers not to give access to the online-ID or the password to the account on or platform or the email account to anybody. In case a seller provides somebody with his or her online-ID and his or her online password or in case he or she fails to secure this data adequately, the seller is responsible for all transactions that person places while he or she uses the account on our platform or the email account, even for transactions that are fraudulent or that the seller did not intend to conduct.
3.12 The seller is responsible for printing or saving information and messages accessible on the marketplace, which he or she needs for his or her own financial accounts, in a separate file on the computer.
4. Obligations of the buyer
4.1 After the registration, a buyer receives a user account, which records data that the buyer registers and which he or she can use to place orders via the marketplace.
4.2 The buyer can place an order with the seller via the marketplace. An order constitutes an offer for the conclusion of a purchase contract. The order confirmation, which DIS-CONNECT sends on behalf of the seller, constitutes the acceptance of the offer. If buyer and seller agreed on advance payment, the buyer has to pay the purchase price immediately, via the payment method chosen by the seller and made visible on the order confirmation. The buyer is able to choose the payment method “purchase on account”. This requires that the buyer requested a purchase on account from the seller and that the seller enabled the option “purchase on account” for this buyer.
4.3 The buyer guarantees that he or she will obey all applicable laws while using the marketplace. The buyer is additionally responsible that all contents published on the marketplace are lawful and that they do not violate any right of third parties.
4.4 DIS-CONNECT reserves the right to refuse the publication of buyer profiles on the marketplace, which, at the discretion of DIS-CONNECT, violate regulations of these general terms or can be associated with the violation of regulations of these general terms. Default of obligations defined in these terms can lead to a buyer’s permanent exclusion from the marketplace.
4.5 The buyer declares him- or herself willing to keep his or her password and his or her online-ID to the account on our platform as well as to the email account safe and to secure the access to the account carefully. The buyer is obligated to immediately inform us if he or she believes to have evidence that his or her account was abused by a third party. If the buyer gives his or her online-ID and the online password to somebody or fails to secure this information appropriately, the buyer is responsible for all transactions that this third person places while he or she uses the account on our platform or the email account, even for transactions that are fraudulent or that the seller did not intend to conduct.
4.6 The buyer is responsible for printing or saving information and messages accessible on the marketplace, for example order confirmations, in a separate file on the computer.
5. Rights and duties of DIS-CONNECT
5.1 Taking the justified interests of buyers and sellers into consideration, DIS-CONNECT can change, suspend or introduce aspects of the marketplace without further notification or liability at any time. This includes the layout as well as the availability of functions and contents of the marketplace.
5.2 With regard to product photos of any product a seller uploads, DIS-CONNECT will endeavor to reproduce them as exactly as possible. However, the seller recognizes that deviations of the original can occur, for example due to individual display settings, and that DIS-CONNECT is neither responsible nor liable for these deviations.
5.3 DIS-CONNECT can perform occasional upgrades for the marketplace in order to stay abreast of changes and to improve the marketplace. As a result, maintenance work may be necessary, which can lead to restrictions within the marketplace. DIS-CONNECT will try to ensure that this maintenance work will take place at times when the usage of most buyers and sellers is least affected.
6. Displayed content & intellectual property
6.1 Buyers and sellers guarantee that they are entitled to transfer any contents of whatever kind, including text and pictures, to the marketplace or other systems of DIS-CONNECT and/or that they possess all necessary consents or permissions of the owners of the corresponding rights.
6.2 Buyers and sellers grant DIS-CONNECT both a non-exclusive, toll-free and worldwide right as well as the same license (or sublicense) for the use, reproduction, distribution and sublicensing of such contents and they guarantee to be authorized to do so.
7. Responsibility for the content
7.1 Buyers and sellers are respectively responsible for the contents they convey. DIS-CONNECT treats these contents like external contents and excludes its liability.
7.2 If DIS-CONNECT is informed about or discovers contents which violate these conditions or any other legal condition, DIS-CONNECT is entitled to completely or partially delete this content. DIS-CONNECT is additionally entitled to block or delete the user profile that this improper content originated from. DIS-CONNECT will always take both sides of a given case into account before blocking a user profile completely or temporarily.
8. Withdrawal, contract cancellation, contract contestation, complaint
8.1 If a buyer exercises his or her right of withdrawal from the sales contract according to statutory regulations, DIS-CONNECT’s claim of commission remains in force. The same is the case for a cancellation by mutual agreement between buyer and seller. DIS-CONNECT’s claim of commission only lapses when the buyer exercises the right of annulment.
8.2 Regulations on sales with regard to liability for defects apply to all purchase contracts concluded via the marketplace with the following terms: a buyer’s notification of defect needs to be made using the complaint form provided by DIS-CONNECT. In case of a present defect, the buyer is obligated to send the defective products to the seller, together with the completed complaint form. The seller bears the return costs. The buyer has to fill in the reason for complaint and the desired supplementary performance. He or she can choose freely between the options of exchange, reimbursement or credit. In this case, the seller is obligated to fulfill the supplementary performance selected by the buyer. DIS-CONNECT’s commission claim remains in force.
9. Fees and commission payment to DIS-CONNECT
9.1 Registration at DIS-CONNECT as buyer or seller is free of charge.
9.2 If a contract conclusion between buyer and seller is achieved via the marketplace, the seller will have to pay a commission of 4.9 percent of the gross purchase price to DIS-CONNECT. At the moment, buyers will not face any extra costs. However, DIS-CONNECT reserves the right to introduce a buyer’s commission in the future.
9.3 The commission for DIS-CONNECT will be processed monthly based on the gross sales a seller achieves via the marketplace. The seller has to settle this monthly invoice within 14 days as from the date of the invoice’s receipt via email. Any taxes or other costs that the seller has to cover will not be replaced separately. Bank charges and other transaction costs shall be borne by the seller.
10. Direct messages
Upon conclusion of an order, DIS-CONNECT offers the respective buyer and seller a function of exchanging direct messages that are not intended for the public. Direct messages exclusively serve to exchange information about the transacted order and its implementation. Personal messages or messages that are not concerned with the order must not be exchanged via the direct message function. Orders must not be carried out or negotiated via direct messages.
11. Rules for customer-related communication
11.1 The seller is not allowed to make references to private external websites or websites/platforms of third parties, neither in the description of his or her products nor in direct messages to buyers. It is also prohibited to provide information to process orders outside this platform. The seller is obligated to answer requests, which he or she received from buyers via the platform, exclusively using the message function of the platform.
11.2 Sellers and buyers that come into contact via the marketplace are not allowed to directly or indirectly invite the contract partner to process orders outside the marketplace.
12. Assessment system
After carrying out an order via the marketplace, buyers are obligated to rate at least one of these product via DIS-CONNECT’s assessment system. Buyers are automatically asked to do so with their next login to the marketplace 14 days after carrying out an order. It is the assessment system’s object to receive meaningful and precise feedback with regard to products, speed of delivery and processing of complaints / service. The assessment of above categories is conducted with a star rating. The assessments are weighted by the number of products acquired by the buyer. The average rating of individual products according to above categories is immediately displayed on the page where each product was offered. Additionally, this submitted rating forms a basis for an evaluation of the seller. This evaluation results from the seller’s average product ratings (counted twice), the assessments of the seller’s speed of delivery (counted once) and the evaluations of the seller’s complaints handling / service (counted once). Evaluations of sellers can be viewed on the marketplace at any time. All contents provided in this assessment system are contents from DIS-CONNECT. A seller is not allowed to publish ratings on his or her own website / on websites of third parties without DIS-CONNECT’s prior written consent.
13. Display within search results
DIS-CONNECT cannot guarantee that a certain offer will appear in a specific order within the search results on the marketplace. Buyers can adjust the search results using preferred search criteria. If a buyer does not define any search criteria, our standard sorting system will order the offers according to topicality, i.e. newly uploaded products will be displayed first. In order to optimize both the buyer’s search experience and the process itself, DIS-CONNECT reserves the right to perform occasional tests for a limited period of time, which can change the display of offers within the search results.
14. Assurances and guarantees
In addition to any other assurances and guarantees made by the buyer or the seller and defined in these conditions, the buyer or seller hereby assures that (a) he or she has authorized the person, who accepted these conditions on behalf of the buyer or seller, to do so, (b) this contract constitutes a valid and binding commitment, which can be enforced against him or her according to these conditions, (c) he or she will not violate arrangements or obligations between him or her and a third party when fulfilling the obligations of these conditions, (d) the fulfillment of obligations according to these conditions comply with these conditions, (e) he or she owns all licenses, permits and authorization necessary to offer or buy products on the marketplace and to fulfill his or her obligations according to these conditions, (f) he or she owns all intellectual property rights of information that was uploaded by his seller or buyer account or that the owner of these rights gave his or her consent with uploading it on the marketplace and licensing the rights via the marketplace.
15. Liability of the buyer and the seller, exemption
Buyer and seller both commit themselves to exempt, defend and hold DIS-CONNECT and all its executive employees, managing directors, employees and representatives harmless at his or her own expense and after tax in relation to claims, legal actions, damages, costs or other third party’s obligations (e.g. lawyer’s and attorney’s fees) that result from a connection to (a) the seller’s offer, (b) the buyer’s order, (c) the fulfillment of duties and obligations from this contract or a violation or default of this contract on behalf of the buyer or seller, for example a breach of an assurance, a guarantee or an agreement, (d) a claim that the use, reproduction, distribution or illustration of contents from a seller’s or buyer’s account on DIS-CONNECT, which this contract permits, violate the intellectual property right of third parties or that they are used unlawfully. The seller and the buyer commit themselves to get a lawyer for defenses of damage claims, who is acceptable in DIS-CONNECT’s view, and DIS-CONNECT is entitled to participate in the defense against or settlement of claims with lawyers of their own choice at any time. Moreover, the seller and the buyer commit themselves not to accept a court settlement or a court decision without DIS-CONNECT’s prior written consent, whereby DIS-CONNECT may not refuse consent without reasonable cause.
16. Limitation of liability of DIS-CONNECT
16.1 DIS-CONNECT cannot give any assurances and does not make any guarantees regarding the marketplace, for example in case of a temporary or permanent service disruption.
16.2 DIS-CONNECT bears no risk regarding the number, frequency or type of orders via the marketplace.
16.3 DIS-CONNECT’s liability within these conditions is restricted as follows:
(a) DIS-CONNECT is fully liable for damages which are intentionally or grossly negligently caused by DIS-CONNECT, any legal representative or any responsible manager and for damages which are intentionally caused by other agents; in relation to gross negligence by other agents, DIS-CONNECT’s liability corresponds to the regulations about slight negligence under section (d).
(b) DIS-CONNECT is fully liable for death, injury and health issues which are intentionally or negligently caused by DIS-CONNECT, a legal representative or agents.
(c) In case of a product liability case, DIS-CONNECT is liable according to the product liability law.
(d) DIS-CONNECT is liable for damages that are caused when DIS-CONNECT, legal representatives or agents violate their cardinal obligations. Cardinal obligations are those basic duties that constitute the crucial essence of this contract and whose fulfillment the contract partners can count on. If DIS-CONNECT violates its cardinal obligations slightly negligently, its resulting liability is limited to the amount that was to be expected at the time of the performance of DIS-CONNECT’s service.
16.4 DIS-CONNECT can be held liable for the loss of data only up to the amount of typical reinstatement costs that would occur if proper and regular data protection measures had been taken.
16.5 A possibly more extensive liability of DIS-CONNECT is excluded in principle.
17. Duration and cancellation/termination
17.1 The usage contract is concluded for an indefinite period of time.
17.2 Buyer, seller and DIS-CONNECT are entitled to cancel the contract at any time and without stating reasons. The remaining confirmed orders have to be accomplished as planned.
17.3 If there are specific indications that a buyer or seller has culpably contravened legal regulations, third-party rights or these conditions, or if it is in our legitimate interest, especially with regard to the protection of other buyers and sellers from fraudulent activities, we are in that particular case entitled to take one or several of the following measures:
o Warning the buyer or seller
o Deleting the seller’s offers
o Deleting other contents published by this buyer or seller
o Restricting the buyer’s or seller’s use of the marketplace
o Blocking the buyer or seller temporarily or permanently from the marketplace
o Challenging or cancelling existing orders from that seller regardless of the valid cancellation regulations and rejecting the buyer’s offer at the end of a contract on behalf of the seller
DIS-CONNECT reserves the right to change the conditions of the usage contract at any time or to introduce new or additional conditions. DIS-CONNECT will inform buyers and sellers via messages on their user account about any contractual amendment. If a buyer or a seller does not accept modifications or new or additional conditions, he or she can withdraw from the contract upon written notice. If buyers or sellers do not exercise their right of termination within thirty (30) days after receiving the notification of the changes or new or additional conditions to the existing contract, this means that he or she has accepted the amendment in question.
19. Final provisions
19.1 No subsidiary agreements were concluded. All changes and additions to this contract must be made in written in order to be legally effective.
19.2 In case any conditions of this user contract are or will become invalid or void, the validity of the other contract parts will remain unaffected. Invalid or void conditions have to be replaced by conditions which are suitable to obtain the same purpose, bearing in mind the interest of both parties.
19.3 The supplier’s claims resulting from this user contract must not be assigned or transferred to third parties without DIS-CONNECT’s prior written consent.
19.4 With thirty (30) days’ notice, DIS-CONNECT is entitled to partially or completely transfer its rights and obligations resulting from this contract to a third party.
19.5 All declarations that are transmitted in connection to this user contract with DIS-CONNECT have to be made in writing or via email.
19.6 This user contract and all claims resulting from it are subject to German law, under exclusion of the provisions of international private law, and are to be construed in accordance with such laws. Stuttgart is the place of performance and sole place of jurisdiction for possible disputes that are connected to or that result from rendered services, provided that the supplier is a businessman or a legal person under public law or that he or she has no registered office or no subsidiary in the Federal Republic of Germany.
As of: August 2018