Valid from: 01.08.2014
The following General Terms and Conditions (GTCs) apply to all contracts concerning the use of the virtual company marketplace BUYPACKAGING.COM, which is operated by packagingtenders UG (limited liability company), Barer Straße 48, 80799 München [Munich, Germany] – hereinafter referred to as packagingtenders UG.
Any differently worded agreements which amend these GTCs, either in whole or in part, are valid only if they are made by both parties in writing.
Different GTCs of members do not form part of the contract.
packagingtenders UG reserves the right to make amendments to the GTCs, which will become part of the usage agreement with members after the expiry of the cancellation period given below. Members have the right to object to an amendment within two weeks, beginning on the date on which the amendment is announced.
1. General Provisions and Scope
(1) packagingtenders UG provides a virtual company marketplace online at the domain BUYPACKAGING.COM, which brings purchasers and suppliers of packaging materials and packaging films together.
In doing so, packagingtenders UG acts neither on the purchaser’s behalf nor on that of the supplier. Only the purchasers and suppliers become contract partners. The virtual company marketplace does not accept any obligations that may arise from invitations to tender or bids; only the members are subject to performance obligations.
packagingtenders UG itself neither provides nor requests packaging materials. packagingtenders UG merely provides an online platform which members can use to carry out transactions with each other.
(2) In order to use the services provided by packagingtenders UG, either as a purchaser or as a supplier, you must first become a member.
(3) Membership is free of charge, and only transactions pursuant to Section 9 are subject to a charge.
2. Preconditions, Start and End of Membership, Responsibility for Data Entered in Membership Profile
(1) The virtual company marketplace is intended only for use by entrepreneurs, legal persons, legal persons in public law and special funds under public law. It is not intended for use by consumers in the sense of § 13 BGB (German Civil Code). In particular, the marketplace is intended for use by the following:
- Industrial manufacturers of packaging materials (suppliers)
- Companies which sell packaging materials (suppliers)
- Companies and organisations which need packaging materials (purchasers)
(2) Both suppliers and purchasers must register to participate in the virtual company marketplace. Registration takes place online. Applicants are under obligation to enter true data.
When registering, each applicant selects its own member name and password. Please note that this member name must not be an e-mail address or a web address.
Moreover, the member name selected must neither infringe the rights of third parties nor be morally objectionable.
Each member is under obligation to keep its password confidential and must be careful to keep its access to the virtual company marketplace secure.
Members undertake to inform packagingtenders UG immediately if any evidence comes to light that a member’s access is being misused by third parties.
(3) Registration applications are checked by packagingtenders UG only for completeness and to ensure that they contain the mandatory information at the time of registration; data entered at the time of registration can only be checked for accuracy to a limited extent, as online identification is possible only within limits: data is merely checked for plausibility using information sources that are available immediately online and free of charge (e.g. member’s website, telephone directories). Despite security precautions, it cannot be ruled out that false customer data may have been entered for a membership account. Therefore, each member must itself confirm the identity of its potential contract partner to its own satisfaction before concluding a contract with the latter.
packagingtenders UG reserves the exclusive right to reject registration applications to join the virtual company marketplace.
(4) Membership, i.e. the contract for use of the company platform, comes into existence once packagingtenders UG has verified the registration application and sent a verification message to the applicant.
(5) In addition to the mandatory information, each member may enter its company details in its user profile. On a manufacturer or supplier page, it is possible to enter detailed information about the company and (if applicable) its manufacturing activities. This information can be used for mutual assessments and evaluations.
No information entered over and above the mandatory information is checked by packagingtenders UG either for completeness or for accuracy.
(6) If a member’s details have changed since its membership has begun, this member is under obligation to amend the details in its membership account itself. packagingtenders UG accepts no responsibility for the up-to-dateness of company details entered and maintained by members.
(7) packagingtenders UG reserves the exclusive right to reject and/or terminate a membership if it emerges that the member in question does not exist or no longer exists under the registered name.
Furthermore, a membership may be terminated without notice if the member in question fails to fulfil its obligations pursuant to these GTCs or violates statutory provisions.
(8) Membership can be terminated by both parties subject to a notice period of two weeks.
3. Use of the Platform, Publication of Product and Price Information
(1) packagingtenders UG provides members with the website BUYPACKAGING.COM for use as a virtual company marketplace.
Registered purchasers can enter packaging products on the platform and put them out to tender. Each purchaser may stipulate whether its invitation to tender applies only to a specific group of suppliers (private invitation to tender) or is accessible to all the registered suppliers in specific regions/countries (public invitation to tender).
(2) Each purchaser makes its invitation to tender online. The purchaser itself is responsible for the accuracy and completeness of the invitation to tender.
(3) Once its membership has been verified, each supplier may view the invitations to tender published on the virtual company marketplace, make binding bids and contact the purchasers who have made the relevant invitations, in order to prepare and conclude a contract.
(4) A bid from a supplier may be viewed exclusively by the purchaser who made the relevant invitation. Other suppliers or members have no means of viewing bids, unless the relevant purchaser has made its invitation public.
(5) All the invitations to tender published on BUYPACKAGING.COM are visible only to members verified by packagingtenders UG. Unverified companies and organisations have no means of viewing the contents of invitations.
4. The Purchaser’s Obligations
(1) The purchaser publishes its invitation details online using an input mask. The purchaser is free to design the content at its discretion. In addition to the product characteristics and quantities requested, it may enter additional contractual conditions that will apply to the transaction that it has put out to tender (delivery conditions, payment conditions, shipping costs etc.). The exception to this rule is the standardised mandatory information requested in the input mask, which is essential for each invitation to tender. The purchaser must accept responsibility for ensuring the compliance of its content with the relevant statutory provisions, such as those of § 5 Telemediengesetz [German Teleservices Act] (General Information of the Service Provider).
The supplier needs to receive comprehensive information about any prospective transaction. Therefore, the purchaser is under obligation to provide the supplier with as true and accurate a description of the intended purchase as possible, and with all the information necessary to enable it to submit a suitable bid.
(2) The purchaser is under no obligation to accept a bid made in response to its invitation to tender. Only the purchaser may decide whether to conclude a contract with a supplier pursuant to the conditions stipulated, or whether to conclude a contract with terms different from those of the invitation to tender on the basis of subsequent negotiations.
(3) The purchaser is under obligation to treat as confidential all bids made in response to its invitation to tender – in particular, it must not forward any details of any bids to third parties, unless the supplier in question has given its explicit prior consent to the publication of the details of its bid.
(4) If the purchaser has accepted a supplier’s bid, it is under obligation to conclude a contract. Furthermore, the purchaser is also under obligation to close the invitation to tender immediately and to remove the invitation to tender from its membership account once the contract has been concluded.
5. The Supplier’s Obligations
(1) The supplier may view the purchaser’s invitations to tender, provided that the purchaser has made its invitation to tender accessible to all suppliers. The purchaser reserves the right to restrict invitations to tender to a specific group of suppliers.
(2) Any bid issued by the supplier in response to an invitation to tender is binding. The supplier may, however, withdraw its bid, provided that no purchaser has already accepted it. If the purchaser has accepted the bid, then the supplier must deliver the products put out to tender, pursuant to the conditions visible in the invitation to tender and pursuant to the contract.
(3) For questions or comments on requests submitted by buyers, the contact must always be made via the buypackaging support team without exception. Please contact the support team directly at firstname.lastname@example.org or through the support hotline under +49 89 21 55 23 42. If the supplier has issued a bid in response to a request, and the buyer has accepted the offer, then a purchase contract with the terms of the request for bid comes into force.
(4) The supplier commits himself not to contact the buyer on the purpose of gaining an assignment outside the virtual marketplace if the initial request has been submitted through the marketplace. The packagingtenders UG reserves the right to exclude individual members if they contact the buyer directly. The assertion of a claim for further damages is expressly reserved.
6. Conclusion of Contracts between Members
(1) A contract for the delivery/manufacture of packaging materials/packaging films that has been concluded on the basis of a bid and its acceptance comes into force only between members - specifically, between the purchaser and the supplier. packagingtenders UG is not a party to any contracts between members: packagingtenders UG simply brings supply and demand together and thus enables the conclusion of contracts between members.
packagingtenders UG does not act as a messenger either for the purchaser or for the supplier.
(2) Members may not derive any rights with respect to packagingtenders UG from contracts concluded exclusively amongst themselves.
packagingtenders UG accepts no liability arising from contracts concluded between members.
7. Execution of Transactions outside the Virtual Company Marketplace
(1) Members commit themselves explicitly, not to contact other members for the purpose of an assignment outside the platform, if they have initially received the request of the buyer through the virtual marketplace.
(2) The packagingtenders UG reserves the right to exclude members from the virtual marketplace if they contact other members directly with the purpose of an assignment outside the platform, if the respective request was initially carried out via the virtual marketplace. The assertion of a further claim for damages is expressly reserved.
8. Technical Availability of the Company Marketplace, Liability
(1) packagingtenders UG provides suitable information technology for the operation of the virtual company marketplace.
(2) As a rule, packagingtenders UG makes the company platform available round the clock. Exceptional occasions on which the online platform needs to be deactivated (disconnected) for updating or maintenance purposes are explicitly excluded from the rule of continuous availability.
(3) The members themselves are responsible for fulfilling the preconditions of technical access to the company marketplace.
(4) packagingtenders UG accepts no liability in the event that it cannot provide its services for reasons of industrial action, force majeure, war, public unrest or other unavoidable circumstances.
(5) The liability provisions of Section 12 Clause 4 are not affected.
9. Transaction Fee
packagingtenders UG charges a variable transaction fee for each product put out to tender on the basis of the product quantity per product put out to tender, as quantified in terms of kilograms/tonnes, linear metres, square metres or number of items. The transaction fee must be determined as follows:
A fee based on a rate of 1.99 euro cent (net price) per kilogram of packaging material put out to tender must be paid
- by the purchaser, in the event that no contract for the packaging material put out to tender comes into force via the use of the platform, and provided that more than two suppliers have offered a price for the purchase item put out to tender (in other words, no transaction fee is payable if fewer than three suppliers issue bids); or
- by the supplier, in the event that, via the platform, the purchaser accepts a bid price offered by the supplier, and that a binding purchase contract thus comes into force.
If a purchaser puts one or several products out to tender which are quantified in terms of linear metres, square metres or number of items, the system automatically calculates the tender fee per kilogram. The calculation formula used for the conversion is stored permanently in the system.
Apart from the above, membership is not subject to any fees.
The transaction fee will be invoiced by packagingtenders UG within ten working days after the invitation to tender has been closed. The transaction fee specified in the invoice plus statutory VAT must be paid within 10 days.
packagingtenders UG reserves the right to send an electronic invoice to the user via e-mail. By accepting this agreement, the member explicitly accepts a legally permissible electronic billing procedure.
11. Information Use
We refer you to our Data Protection Guidelines, which can be accessed at any time at http://www.BUYPACKAGING.COM.
12. Exclusion and Limitation of Liability
(1) packagingtenders UG is under no obligation to check members’ information concerning invitations to tender for accuracy and/or completeness. The information entered by members themselves is exclusively their own responsibility.
(2) packagingtenders UG accepts no responsibility for the up-to-dateness, accuracy or completeness of invitations to tender.
(3) packagingtenders UG accepts no liability for any damages arising from the implementation of contracts concluded via the virtual company marketplace. All contracts concluded by members are concluded at their own discretion and risk.
(4) Except in the case of non-fulfilment of significant contractual obligations, packagingtenders UG accepts no liability to members, unless packagingtenders UG is, or its legal representatives, managing employees or other agents are, guilty of malice or gross negligence. If significant contractual obligations are not fulfilled, packagingtenders UG accepts liability for every instance of misconduct on the part of its legal representatives, managing employees or other agents. The level of liability is limited to damages that would ordinarily have been foreseeable when the contract was concluded, unless the legal representatives, managing employees or other agents are guilty of malice or gross negligence. Likewise, compensation must be provided for indirect damages, particularly lost profits, only in the event of malice or gross negligence on the part of the legal representatives, managing employees or other agents. These limitations and exclusions of liability do not apply in the event of the acceptance of explicit guarantees by packagingtenders UG, or in the event of damages arising from injury to life, limb or health, or if there is any liability on the basis of compulsory statutory provisions. Insofar as the liability of packagingtenders UG is excluded or limited, the same applies to the personal liability of its staff, employees, workers, representatives and agents.
13. Exemption from Liability
If a member infringes the rights of third parties (e.g. name rights, trademark rights or copyrights) through its use of the platform, and these third parties then assert claims against packagingtenders UG, then this member will exempt packagingtenders UG from all claims. If packagingtenders UG incurs court and solicitor costs for a necessary legal defence, the member must provide the statutory level of compensation for these costs; packagingtenders UG may also demand appropriate advance payments if the latter are charged by courts or solicitors. The member must provide packagingtenders UG with all the necessary information to defend itself against the relevant claim(s). If the member is not responsible for the relevant rights infringement(s), these exemption obligations do not apply.
14. Competent Court, Applicable Law
All disputes arising from or in connection with the usage agreement are subject to the authority of the competent court in the location of our head office. packagingtenders UG also has the right to bring an action before the competent court in the member’s location.
German law is applicable.
15. Severability Clause
Even if any individual provisions of these terms and conditions are invalid, this does not affect the validity of the remaining terms and conditions. Any invalid provision will be replaced by a valid provision that is as similar as possible to the invalid provision in terms of its commercial content.