AGB (General Trading Conditions)
EU-Centrum B2B Internet Platform provides its service subject to the following Terms of Service and Concisions. All rights of services of www.eu-centrum.com (EU-Centrum, so called as follows), which may be updated by us from time to time without notice to you, belong to intersmile GmbH, Eberfurterstr. 47a, 66450 Bexbach, Germany.
- Each User who has registered with EU-Centrum by submitting an application form on EU-Centrum Sites and was thereafter approved by EU-Centrum is a member of EU-Centrum. EU-Centrum will establish an account for each Member and each Member will be assigned a Member ID and password for log-in access to its own Account.
- EU-Centrum may suspend or terminate a Member's Account at any time by giving no less than 24-hour notice to the Member; provided, however, that notice is not required for such termination if (a) in EU-Centrum determination, there is any breach of the provisions of this Agreement by the Member; or (b) EU-Centrum has reasonable grounds to suspect that such information provided by a Member is untrue, inaccurate or is not current or complete, or (c) EU-Centrum believes that the Member's actions may cause financial loss or legal liability to such Member, EU-Centrum other Users, or EU-Centrum or its affiliates.
- A Member may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User ID or Password to a third party. EU-Centrum may suspend or terminate the Account of a Member or the transferee of a Member in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
Information of posting on EU-Centrum
- Users may use EU-Centrum Sites only for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through EU-Centrum Sites for the purpose of re-selling or re-distributing the EU-Centrum Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with EU-Centrum, or otherwise commercially exploiting the EU-Centrum Content. Systematic retrieval of EU-Centrum Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from EU-Centrum is prohibited.
- Some of the EU-Centrum Content displayed on this Site is provided or posted by third parties ("Third Party Content"). Any Third Party Content is the sole responsibility of the party who provided the content. EU-Centrum is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, EU-Centrum is not responsible for the conduct of any User's activities on the EU-Centrum Sites, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
- EU-Centrum may allow Users access to content offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's web site. User acknowledges that EU-Centrum has no control over such third party's web site, and EU-Centrum shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website.
- Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section "Information of posting on EU-Centrum. Nr. e)" below.
- EU-Centrum reserves the right to limit, deny or create different access to EU-Centrum Sites and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use EU-Centrum Sites wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall EU-Centrum be liable to the User or any third parties for any inability to use EU-Centrum Sites (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use EU-Centrum Sites or any of its features.
- As a condition of your access to and use of EU-Centrum, you agree that you will not use the EU-Centrum service to infringe the intellectual property rights of others in any way. EU-Centrum will in appropriate circumstances terminate the accounts of members or users who are repeat infringers of the copyrights, or other intellectual property rights, of others.
- You must be a Member in order to post information on EU-Centrum Sites. You have 2 possibilities of Member status: Free membership and Gold membership (paid).
- No sales agency relationship is created between any Member and EU-Centrum, our affiliates, directors, officers or employees by virtue of EU-Centrum's display of any of the Member 's information on EU-Centrum Sites.
- Each User hereby represents, warrants and agrees to (a) provide EU-Centrum with true, accurate, current and complete information to be displayed on the Site and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub licensable (through multiple tiers) license to EU-Centrum to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
- Each Member hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on EU-Centrum Sites or provides to EU-Centrum or authorizes EU-Centrum to display. Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on EU-Centrum Sites, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on EU-Centrum Sites, are hereafter referred to as "Third Party Rights." Each User hereby represents, warrants and agrees that it shall be only responsible for ensuring that any material or information it posts on EU-Centrum Sites or provides to EU-Centrum or authorizes EU-Centrum to display does not, and that the products represented thereby do not, violate any Third Party Rights.
- Each Member hereby represents, warrants and agrees that information submitted to EU-Centrum for display on EU-Centrum Sites shall not:
- contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
- be part of a scheme to defraud other Users of EU-Centrum Sites or for any other unlawful purpose;
- relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights;
- violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- be defamatory, libelous, unlawfully threatening or unlawfully harassing;
- be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
- contain political propaganda or extreme political views or opinions
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
- solicit business from any Users in connection with a commercial activity that competes with EU-Centrum;
- contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
- otherwise create any liability for EU-Centrum or its affiliates.
- EU-Centrum reserves the right in its sole discretion to remove any material displayed on EU-Centrum Sites which it reasonably believes is unlawful, could subject EU-Centrum to liability, violates this Agreement or is otherwise found inappropriate in EU-Centrum's opinion. EU-Centrum may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and EU-Centrum shall not be liable for damages or results thereof and User agrees not to bring any action or claim against EU-Centrum for such disclosure.
Trade Inquiry Exchanges between Buyers and Suppliers
Limitation of Liability
- Through EU-Centrum Sites, EU-Centrum provides a web-based platform for exchanging information between buyers and suppliers of products and services. EU-Centrum does not represent the sellers nor the buyers. As a result, EU-Centrum does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on EU-Centrum Sites or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
- Users are hereby made aware that there may be risks of dealing with people acting under false pretences. Because user verification on the Internet is difficult, EU-Centrum cannot and does not confirm each User's purported identity (including, without limitation, Free Members and Gold Members).
Intellectual Property Rights
- The features and services on the EU-Centrum sites are provided on an 'as is' and 'as available' basis, and EU-Centrum hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
- EU-Centrum makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the site. EU-Centrum does not represent or warranty that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third party rights; and EU-Centrum makes no representations or warranties of any kind concerning any product or service offered or displayed on the EU-Centrum sites.
- Any material downloaded or otherwise obtained through EU-Centrum Sites is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from EU-Centrum or through or from EU-Centrum Sites shall create any warranty not expressly stated herein.
- Under no circumstances shall EU-Centrum be held liable for any delay or failure or disruption of the content or services delivered through EU-Centrum Sites resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control.
- Each User hereby agrees to indemnify and save EU-Centrum, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of EU-Centrum Sites (including but not limited to the display of such User's information on EU-Centrum Sites) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save EU-Centrum, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to EU-Centrum. Each User hereby further agrees to indemnify and save EU-Centrum, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that EU-Centrum is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. EU-Centrum reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with EU-Centrum in asserting any available defenses.
Preparatory Law and Court in Control
- EU-Centrum is the sole owner or lawful licensee of all the rights to EU-Centrum Sites and the EU-Centrum Content. EU-Centrum Sites and EU-Centrum Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in EU-Centrum Sites and EU-Centrum Content shall remain with EU-Centrum, its affiliates or licensors of the EU-Centrum Content, as the case may be. All rights not otherwise claimed under this Agreement or by EU-Centrum are hereby reserved.
- "EU-Centrum", "intersmile" and related icons and logos are registered trademarks or trademarks or service marks of intersmile GmbH or Bernhard Menth in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
All items and explanations of EU-Centrum acknowledgement covering service articles, and all arguments ever since, will be explained and judged by the German preliminary courts located in Homburg/Saar.
Stand January 2007