General Terms and Conditions of Business
General Terms and Conditions of Business
The following General Terms and Conditions of Business apply to the use by all suppliers/sellers and inquirers/customers of the online platform provided on the website www.pabex.de (hereinafter called “PABEX Marketplace”) by PABEX | Die Papierbörse & Consulting, owner Daniel Jelić, Hünerbergstr. 9, 61476 Kronberg, (hereinafter called “PABEX”).
These terms definitively settle the legal relationship between PABEX, the sellers and the buyers who use the PABEX Marketplace and conclude contracts of sale there.
Any terms and conditions diverging from, conflicting with or supplementing these General Terms and Conditions shall not be recognized as part of the contract, even if we are aware of them, unless their validity was expressly agreed to in writing. The performance of services is not to be assessed as such consent.
Art. 1 Subject Matter of the Contract, Parties
1. PABEX Marketplace is an online B2B marketplace operated by PABEX for products offered by companies in the paper and cardboard industry, where exclusively registered commercial companies (hereinafter called "Suppliers/Sellers") may offer the products concerned and sell them exclusively to registered commercial companies (hereinafter called "Inquirers/Buyers"). The Marketplace serves as a platform where contracts can be negotiated and concluded between the Inquirers/Buyers and the Suppliers/Sellers. Where both Suppliers/Sellers and Inquirers/Buyers are meant, they are referred to as "Users" below. Conclusion of contracts with consumers in the sense of Section 13 of the German Civil Code (BGB) is expressly excluded.
The user data and data connected with the business transaction required to conduct the sale are transmitted to the Suppliers/Sellers whose products the Inquirers/Buyers wish to buy. In all other respects the Users conduct the entire sales transaction.
2. PABEX is not the contractual partner for any of the items and services offered on the PABEX Marketplace, but is merely the broker of the contract concluded between the Supplier/Seller and Inquirer/Buyer. Contracts concluded on the PABEX Marketplace contain rights and obligations affecting solely the Suppliers/Sellers and Inquirers/Buyers involved. PABEX acts as a broker for the conclusion of contracts by providing the platform, presenting and advertising the products offered by the Suppliers/Sellers and accepting and sending the declarations required from the Inquirers/Buyers in order to bring about the conclusion of contracts, without making any legally binding declarations in their own name.
3. As a general rule, PABEX does not check whether the products and other content provided by the Suppliers/Sellers on the PABEX Marketplace or the information provided by the Inquirers/Buyers are legal, truthful or complete. The content provided by Suppliers/Sellers and Inquirers/Buyers does not represent the opinion of PABEX.
4. PABEX will make every attempt to ensure that the PABEX Marketplace has an annual average availability of 99 %. This does not include any downtimes connected with improving the security or integrity of the server or in order to perform technical measures and measures to ensure the proper or improved provision of services by PABEX (e.g. maintenance work). Access to the platform will be interrupted for a maximum of 24 hours. The Suppliers/Sellers will inform the customers at least three days in advance of any planned changes.
Art. 2 Registration, Conclusion of Contracts
1. The offer by PABEX on www.pabex.de to register a user account does not constitute a binding offer to conclude a contract with PABEX, but is a request to the User to make such an offer.
2. The User may make a binding offer to conclude a contract (register a user account) with PABEX via the "Register" button. The acceptance of the offer to register will be effected within 2 working days in an e-mail confirmation in which it is confirmed to the User that the registration of the User account has been completed. If the User does not receive a message within this time, he is no longer obliged to register. Any payments made will be refunded immediately in this case. Registration by the User is a prerequisite for participation in the PABEX marketplace. Non-registered users may not conclude any contracts.
3. Registration is free of charge for both Suppliers/Sellers and Inquirers/Buyers. No entitlement to admission to the platform exists. Only entrepreneurs in the sense of Section 14 of the German Civil Code and legal entities under public law are entitled to participate. The data required in order to register must be provided fully and truthfully and updated regularly. When registering, the User will be required to enter a user name and a password. Each User is obliged to keep the password secret and never to disclose it to a third party. The User is obliged to inform PABEX immediately if there is any reason to suspect that there has been any misuse or attempted misuse of the membership account. In this case the User should contact: firstname.lastname@example.org
4. The product presentations in PABEX marketplace by the Supplier/Seller are binding purchase offers. In order to accept a purchase offer, the Inquirer/Buyer must confirm the purchase by clicking the "Buy now" button in the order process. By concluding the purchase, the Inquirer/Buyer accepts the purchase offer of the Supplier/Seller with binding effect. PABEX will send a confirmation of the conclusion of a contract of sale between the Supplier/Seller and Inquirer/Buyer to both Users by e-mail.
PABEX does not assume any guarantee for the fulfilment, nor liability for material or legal defects in the goods that are the subject matter of the contracts of sale concluded. Where provided for by the law, the Inquirer/Buyer may have rights of cancellation and guarantee rights vis-à-vis the Supplier/Seller.
The Supplier/Seller is responsible for the texts of the offer, pictures, statutory legal information concerning the order and purchase, their own general terms and conditions of business as well as for the fulfilment of the obligations arising from the contract of sale or from obligations to refund, for example in the event of a cancellation of the order. The Supplier/Seller is more especially liable for ensuring that the content is not illegal and that no third party rights, especially trademark law, competition law, copyright law or personal rights are violated.
5. The distribution of any content that glorifies violence, endangers young persons, or that is of a racist or pornographic nature is forbidden, especially in the User profile.
6. Each User of the platform shall ensure that the content and materials used by him are free of third-party rights.
7. Users may not make any references to external offers in their profiles or messages that compete directly or indirectly with the services offered by PABEX.
8. The Users promise not to use the data on other Users which become known to them as a result of participating in the PABEX marketplace for any other purpose than the processing of a contract of sale that comes into existence. Any other use, especially forwarding data to third parties, is forbidden.
9. When entering their offer, the Suppliers/Sellers promise to comply with the obligations to provide information as laid down in Section 5 of the German Telemedia Act and to create an appropriate masthead.
10. In the event of any violation of these conditions, PABEX reserves the right to delete the content on the profiles at any time and to exclude the respective User from using the platform. PABEX also reserves the right to delete membership accounts originating from incomplete registrations after a reasonable period of time.
11. PABEX will not pass the access data on to any third parties, nor request the User to provide this data in any e-mail or on the telephone.
12. The User is not entitled to register on the PABEX marketplace more than once. A user account is not transferable.
Art. 3 Broker's Commission and Performance of the Contract between the Users
1. The placement of an article on the PABEX Marketplace does not constitute a binding offer on the part of PABEX.
2. The contract of sale between the Supplier/Seller and the Inquirer/Buyer comes into existence outside the PABEX Marketplace. PABEX is not responsible for the performance of the contract and only acts as broker between the Suppliers/Sellers and the Inquirers/Buyers.
3. The Supplier/Seller specifies the conditions of delivery in his offer. If shipments are effected, this is done exclusively on the basis of an agreement between the Users and at their risk.
4. Any offers from cooperation partners of PABEX presented on the PABEX Marketplace are not offers from PABEX. If Users avail themselves of services offered by the cooperation partners, this is done exclusively on the basis of a contractual agreement with this partner. No contract comes into existence with PABEX.
5. If a contract is successfully brokered between the Supplier/Seller and the Inquirer/Buyer, then the Supplier/Seller shall owe a broker's commission to PABEX in accordance with the commission regulation and price list valid on the date the offer was entered by the Supplier/Seller.
No charges arise for the Inquirer/Buyer.
The broker's commission due is a net price plus statutory VAT and will be invoiced by PABEX to the Supplier/Seller. The Supplier/Seller agrees that the invoice may be sent by e-mail. Invoices are due for payment immediately after receipt without deductions.
Due to the exclusive broker capacity of PABEX, a commission is also due if the commercial transaction between the Supplier/Seller and the Inquirer/Buyer does not materialise at a later date.
The commission is also due if the Supplier/Seller and the Inquirer/Buyer conclude a contract of sale for the goods offered on the PABEX Marketplace outside the PABEX Marketplace. The amount of the commission in this case is also based on the price offered by the Supplier/Seller on the PABEX Marketplace.
Offers may be deleted free of charge provided these have not been accepted with binding effect by an Inquirer/Buyer by clicking on the "Buy now" button.
Art. 4 Liability
1. All content provided on the PABEX Marketplace by the User is exclusively content of the respective Supplier/Seller. PABEX will not appropriate this content.
2. PABEX assumes no responsibility for the correctness and completeness of the information of the Users, for the content of the profiles of the Users and for the profiles of the offers or the contents of any other Internet sites to which links have been created on this site. If PABEX learns of any illegal contents on any profile of a User or an Internet site to which a link has been created on the website, PABEX will delete this content or deactivate the link.
3. Suppliers/Sellers and Inquirers/Buyers are personally and directly liable for any infringement of third party rights or violation of statutory provisions or requirements. Suppliers/Sellers and Inquirers/Buyers promise to indemnify PABEX against all claims for compensation from third parties that ensue from non-observance of the obligations arising from these general Terms and Conditions of Business, the infringement of third party rights or violation of statutory provisions or requirements.
4. PABEX's liability, for whatsoever legal reason, be it contractual breach of duty or unlawful action, shall be determined conclusively in accordance with the following regulations:
PABEX shall assume unlimited liability for any damage arising from injury to life, limb or health, for all cases of wilful intent and gross negligence, for minor negligence only in the case of violation of cardinal obligations, and in the case of delay and failure to perform due to the fault of PABEX. Cardinal obligations are obligations which arise out of the nature of the contract and where breach thereof jeopardises the attainment of the purpose of the contract, as well as obligations that the contract imposes on the Suppliers/Sellers based on his content in order to attain the purpose of the contract, and without whose discharge the proper performance of the contract would be impossible and on whose fulfilment the customer normally relies. Liability in the event of violation of such a cardinal contractual obligation is limited to damage that is typical of the contract and that PABEX should normally expect when concluding the contract in view of the circumstances known at this time. If the Supplier's/Seller's liability for damage is excluded or restricted, this shall also apply, where legally permissible, with respect to vicarious agents or aides of the Supplier/Seller.
Art. 5 Term, Blocks and Termination
1. The legal relationship between PABEX and the Users is concluded for an unlimited period. It starts when the User account is activated by PABEX and can be terminated at any time by the User by deleting the account.
2. PABEX can duly terminate the legal relationship with the Users at the end of any month subject to two weeks' notice.
3. The User knows that he must fulfil all obligations entered into up to the date of the termination of the legal relationship, both vis-à-vis PABEX and any other contractual partners.
4. The right to terminate the relationship for an important reason shall remain unaffected. PABEX may in particular terminate the contract without notice if:
a) the User has given false or incomplete information upon registration,
b) the Users conclude a contract of sale for goods offered on the PABEX Marketplace outside the PABEX Marketplace.
c) the Users repeatedly violate other contractual obligations and the violation of the obligation is not ceased even following a demand by PABEX.
5. If PABEX has given notice of termination of the contract, the Suppliers/Sellers and/or the Inquirers/Buyers shall not be entitled to set up a new account, not even in another name or another description.
6. The notice of termination must be given in writing.
Art. 6 Data Protection Regulations
Art. 7 Final Provisions
1. PABEX reserves the right to change these General Terms and Conditions of Business at any time without stating reasons. The major contractual obligations to be fulfilled by the parties remain unaffected by these changes. The User will be informed of amendments to the General Terms and Conditions of Business at the latest four weeks in advance. If the Users does not object to the validity of the new conditions of use within four weeks from receipt of the afore-mentioned notification, the amended conditions of use shall be considered accepted. PABEX will inform the User of the meaning of this deadline, the rights of cancellation and the legal consequences of remaining silent in a separate letter.
2. The contractual language shall be German. The laws of the Federal Republic of Germany shall apply exclusively excluding all international and supra-national (contractual) legal systems and in particular the United Nations Convention on Contracts for the International Sale of Goods.
3. The exclusive place of jurisdiction for all disputes arising from the legal relationship between PABEX and the Users shall be the head office of PABEX. The same shall apply if the entrepreneur does not have a general place of jurisdiction in Germany or his domicile or habitual residence is not known when the complaint is filed.
Art. 8 Severability clause
If any provision in these conditions of use shall be or become invalid and/or conflicts with the statutory regulations, this shall not affect the validity of the conditions of use in other respects. The parties shall replace the invalid provision by such provision that legally corresponds as closely as possible to the sense and purpose of the invalid provision. The regulation above applies accordingly to gaps in the contract.
Art. 9 Address and Contact
PABEX | Die Papierbörse & Consulting
Owner Daniel Jelić