General Terms and Conditions of Business
Section 1 – Scope
(1) Use of the B2B Online Portal www.alloys24.com (hereinafter referred to as “Alloys24.com”), operated by ALLOYS24 GmbH, Europaplatz 1, 44269 Dortmund (hereinafter referred to as “ALLOYS24”), shall be subject to the following General Terms and Conditions of Business. Deviating terms and conditions of the users will not be recognised, unless ALLOYS24 issues its express, written consent to their application.
(2) Alloys24 shall notify the user of any amendments to the present General Terms and Conditions of Business by letter, facsimile or email. The amendments shall be deemed agreed if the user does not object to them within two weeks of receipt of the notification. In the event of amendments to the General Terms and Conditions of Business, the user will be informed separately of the right to object and of the legal consequences of failure to comment.
Section 2 – Services offered by ALLOYS24
(1) Within the context of a service agreement, ALLOYS24 provides an Internet platform with a virtual advertisement portal, where sellers and potential buyers (hereinafter referred to as “Users”) can contact one another exclusively via individual communication for the purpose of initiating contracts of purchase for metals, alloys or scrap metal. Alloys24.com offers users the possibility of matching supply and demand for their metal trade on the platform, through the placing of advertisements in which the users can present their respective inventories together with their company profile and contact data, and can also use a search function to identify inventories and to deposit search requests. Alloys24.com has an integrated, automated message system that simplifies communication between sellers and potential buyers, together with functionalities for managing and monitoring current business transactions.
(2) The services offered by ALLOYS24 include the following
(a) Possibility of using Alloys24.com following approval of the user pursuant to Section 3;
(b) Possibility of negotiating contracts via Alloys24.com by means of advertisements initiated by the user pursuant to Section 3;
(c) Creation of information and communication facilities among users or contract parties;
(d) Consulting and support services for users based on a separate agreement with ALLOYS24.
In other respects, the content and scope of the services shall be based on the respective functionalities currently available on Alloys24.com. Paying services are marked accordingly. Regulations concerning the use of these services can be found in Section 5.
(3) ALLOYS24 guarantees an availability of 99% for paying services as an average for the month. The calculation of the availability does not include the regular maintenance windows for the portal – every Sunday between 2.00 a.m. and 4.00 a.m.
In other respects, an entitlement to use the services available on the portal applies only within the scope of the technical and operational capabilities at ALLOYS24. ALLOYS24 endeavours to ensure as interruption-free usability of Alloys24.com as possible. Nevertheless, temporary restrictions or interruptions can occur as a result of technical faults (e.g. interruption of the power supply, hardware and software errors, technical problems in the data lines).
Section 3 – Registration and conclusion of contract
(1) A precondition for use of the services available on Alloys24.com is registration by the user. A further precondition for use of Alloys24.com is approval by ALLOYS24. ALLOYS24 is entitled to reject applications for approval without stating reasons. No automatic entitlement exists to approval for use of Alloys24.com.
(2) Alloys24.com is aimed exclusively at commercial users. Commercial users are entrepreneurs as defined in Section 14 (1) BGB (German Civil Code), i.e. all natural or legal persons, or partnerships with legal personality, acting in practice of their commercial or self-employed activity when concluding a legal transaction, i.e. in particular when using Alloys24. Natural persons can only register if they are over the age of majority and have unrestricted legal capacity. Registration by legal persons must be made by a person with unrestricted legal capacity and authorisation to represent.
(3) Users must state their company and invoice data correctly and completely in their application for approval. Legal persons must also indicate the natural person authorised to represent.
(4) Prior to concluding a contract with entrepreneurs, ALLOYS24 checks their entrepreneur status by calling up the VAT number or checking other evidence of entrepreneur status provided, such as in particular the business registration.
(5) If ALLOYS24 considers the information to be correct and has no other reservations, ALLOYS24 shall accept the user’s application for approval through corresponding email or facsimile confirmation. With effect from receipt of this confirmation, the user shall be authorised to use Alloys24.com within the limits of the present GTCB. The approval shall create an indefinite service agreement between ALLOYS24 and the user on the basis of the present GTCB.
(6) The user shall be responsible for the truthfulness and completeness of the information provided to ALLOYS24 and other users by him/her, in particular in the application for approval pursuant to Section 3. The user undertakes to notify ALLOYS24 immediately of any and all future changes to the information provided.
(7) ALLOYS24 is entitled to revoke a user’s approval or to block access to Alloys24.com given reasonable suspicion that the user has violated these GTCB. The user can avoid these measures by removing the suspicion through the presentation of suitable evidence at his/her own expense.
(8) Logins must only be used by the respectively authorised user. The user is obliged to keep the login and password secrete, and to protect them against unauthorised access by third parties. The user shall inform ALLOYS24 immediately given any suspicion of misuse by a third party. As soon as ALLOYS24 gains knowledge of the unauthorised use, it shall block access by the unauthorised user.
Section 4 – Language of contract and storage of contractual text
The language of contract is German. The contractual text will be stored by ALLOYS24. The contract data can be printed out using the print function of the browser or backed up electronically prior to submitting the registration. Following receipt of the registration by ALLOYS24, the contract data and the General Terms and Conditions of Business will again be sent to the user by email.
Section 5 – Use of paying services
(1) The portal offers you both free as well as paying services. The remuneration payable by users for the use of individual functionalities, in particular the placing of individual advertisements, is based on the current pricelist. This can be found on Alloys24.com. and will be sent to you by email when registering. Prior to placing the respective advertisement you will receive online notification concerning the costs that you will incur, the payment terms and all other relevant details. Only then will you be able to use the respective paying service by means of a mouse click on the corresponding button.
By clicking on the corresponding button, you issue a binding declaration that you wish to use the respective service. By so doing, you bindingly accept our offer concerning the provision of the paying service, thus creating a further contractual relationship. This contractual relationship will also be subject to the present GTCB. Should you not wish to use the service, please return to the free services by clicking on the “Back” button of your browser.
(2) All charges shown are subject to value added tax at the respectively applicable rate.
(3) In the absence of any agreement to the contrary, the respectively applicable remuneration is due immediately upon invoicing and is payable at the latest 14 days following receipt, plus value added tax at the respectively applicable rate. The user is in agreement with storage of the settlement data for purposes of evidence, and/or within the scope of the statutory obligations to keep.
(4) In the event of default, ALLOYS24 shall be entitled to demand default interest at 9 percentage points above the base rate of interest, unless the user demonstrates lesser damage or ALLOYS24 demonstrates higher damage.
Section 6 – Creation of company profiles
(1) If the corresponding functionality is available on the portal, users can design their own individual company profile with contact data, subject to the limits of the present GTCB.
(2) ALLOYS24 provides no warranty in terms of whether each profile owner is also the person that the respective profile owner claims to be.
Section 7 – Offering of goods
(1) Users can place advertisements and offer metals, alloys or scrap metal. In this respect, users must comply with the technical limitations, in particular in terms of file size and format.
(2) The inclusion of the metals, alloys or scrap metals by the users is on their own responsibility. ALLOYS24 will check the goods and services included given specific indications that goods or services included violate applicable law or third-party rights.
(3) The execution of contracts concluded between users via Alloys24.com is a matter exclusively for the users. ALLOYS24 shall not be involved in the contracts between the users – neither as a party nor as a representative. With regard to the contracts concluded, ALLOYS24 shall assume no guarantee for the fulfilment of the contracts concluded between the users, and likewise no liability for material defects or defects of title of the metals, alloys or scrap metal traded. ALLOYS24 is under no obligation whatsoever to ensure fulfilment of the contracts concluded between the users.
(4) ALLOYS24 cannot assume any guarantee for the true identity of the users and for their power of disposal. In case of doubt, both contract parties are required to obtain information in a suitable manner concerning the true identity and power of disposal of the other contract partner.
(5) As a fundamental rule, users shall be responsible for actions using their respective logins. Users are responsible for all declarations of intent that they issue themselves on the platform.
(6) Advertisements shall be limited to the respective term stated. A user’s advertisements will however be deleted automatically if his/her user account is terminated.
(7) ALLOYS24 reserves the right to alter or extend the content and structure of the platform as well as the corresponding user surfaces, provided this does not impair fulfilment of the purpose of the contract concluded with the user, or does not do so to any significant extent.
Section 8 – Duties of the users
(1) Advertisements must not be opened if
(a) the information is so incomplete that the subject matter cannot be identified;
(b) opening or realisation of the advertisement or sale would violate statutory regulations, official orders or good morals under the legal system authoritative for the intended contract. In particular, no items must be offered if their offering or sale violates third-party rights. ALLOYS24 is entitled to remove any such tender or offer from Alloys24.com immediately.
(2) The obtaining of any official or private-law approvals and concessions, required for the goods and services to be provided by the user, is the responsibility of the user placing the advertisement, and is not a constituent of the service to be provided by ALLOYS24. ALLOYS24 reserves the right to demand evidence from the user of the availability of such approvals and concessions, if ALLOYS24 has specific indications suggesting that the availability of necessary approvals and concessions is doubtful.
(3) The user undertakes to refrain from all measures that endanger or disrupt the functioning of Alloys24.com, and not to access data that he/she is not authorised to access. Users must also ensure that information they transmit via Alloys24.com and the data they include are free from viruses, worms and Trojans. The user undertakes to compensate ALLOYS24 for all damage suffered as a result of non-compliance with these duties for which he/she is responsible, and also to indemnify ALLOYS24 against all third-party claims, asserted against ALLOYS24 as a result of non-compliance with these obligations by the user, including appropriate lawyers’ and court costs. The indemnification presupposes that a settlement agreement or acknowledgement concerning claims of third parties will only be made with the prior, written consent of the user, and that the user will be given the opportunity of assuming the legal defence.
(4) If the user becomes aware of illegal, abusive, contract-breaching or other unauthorised use of Alloys24.com, he/she must report the advertisement via the “Report advertisement” function, or must contact the address stated in the legal notice. ALLOYS24 will then check the matter and take appropriate steps if necessary.
Section 9 – Inclusion of content by users
(1) If the corresponding functionality is available on the portal, users can include own picture material and texts on Alloys24.com, subject to compliance with the present GTCB, in particular for the presentation of their metals, alloys or scrap metal in advertisements.
(2) By including the content, the user grants ALLOYS24 a free and transferrable right of use, in particular
– to store the content on the server as well as to publish it, in particular to make it publicly accessible (e.g. by showing the content on the portal),
– to edit and reproduce, in so far as this is necessary for provision or publication of the respective content,
– to add the ALLOYS24 company logo to the product photographs uploaded by the users as digital watermark, in order to prevent unauthorised use by third parties.
The user hereby also declares his/her consent to Alloys24.com arranging translations of the advertisements for the above mentioned purposes in the context of foreign websites and software applications.
If the user again removes the content, included by him/her, from the portal, the right of use and exploitation, granted to ALLOYS24 as above, shall lapse. ALLOYS24 shall nevertheless retain the right to keep copies made for backup and evidence purposes.
(3) Users bear full responsibility for the content included by them. Users are not permitted to include content on Alloys24.com (e.g. through links or frames) that violates statutory regulations, official orders or good morals. They are likewise not permitted to include content that violates the rights of third parties, in particular copyright or trademark rights. They hereby declare and warrant to ALLOYS24 and the other users of the platform that the goods and services, offered by them in advertisements, do not violate copyright, trademarks, patents, other protected privileges or business secrets.
(4) Under no circumstances shall ALLOYS24 adopt third-party content as its own. Content of users and other third parties is referred to hereinafter as “Third-party content”. ALLOYS24 assumes no responsibility or guarantee for the completeness, correctness, legality and up-to-date status of the third-party content. This also applies as regards the quality of the third-party content and its suitability for a specific purpose, and likewise in so far as this involves third-party content on linked external websites.
(5) ALLOYS24 reserves the right to refuse the inclusion of content and/or to edit, block or remove content already included without prior notification, if this violates the present GTCB, is punishable under the applicable laws, recognisably serves the preparation of punishable acts, or given the presence of specific indications of occurrence of a corresponding violation. In this respect, ALLOYS24 shall take account of the justified interests of the user, and shall choose the mildest form of countering the violation.
(6) The user shall indemnify ALLOYS24 against all claims, asserted against ALLOYS24 by third parties based on violations of their rights or violations of rights through advertisements, company profiles and/or other content included by the user, in so far as the user is responsible for these. In this respect, the user shall also assume the appropriate costs, incurred by ALLOYS24 for legal defence, including court and lawyers’ costs. The indemnification presupposes that a settlement agreement or acknowledgement concerning claims of third parties will only be made with the prior, written consent of the user, and that the user will be given the opportunity of assuming the legal defence.
Section 10 – Liability
(1) ALLOYS24 shall be liable for intent and gross negligence in accordance with the statutory provisions. Liability for slight negligence shall however be limited to cases of violation of essential contractual obligations. Essential contractual obligations are contractual obligations whose fulfilment makes correct execution of the contract possible in the first place, and in compliance with which the user can therefore regularly trust. Liability for violation of such essential contractual obligations shall be limited to damage that is typical for the contract, and with occurrence of which ALLOYS24 had to reckon at the time of conclusion of the contract, based on the circumstances known at that time.
(2) ALLOYS24 shall assume no liability for faults within the line network for which it is not responsible.
(3) ALLOYS24 shall only be liable for data loss pursuant to the above Subsections, if such loss could not have been avoided by the user through appropriate data backup measures.
(4) The liability shall not extend to impairments of the contract-conform use of the services, provided by ALLOYS24 on Alloys24.com, caused by improper or defective use by the user.
(5) The above limitations of liability shall also apply analogously in favour of the vicarious agents of ALLOYS24.
(6) The liability of ALLOYS24 for damage resulting from injury to life, limb or health and under the product liability act, shall remain unaffected by the above limitations and exclusions of liability.
Section 11 – Assignment, offsetting and rights of retention
(1) The assignment of claims against ALLOYS24 to third parties is only possible with the written consent of ALLOYS24.
(2) The user is only entitled to offset against ALLOYS24 if the counterclaims are undisputed or have been established by declaratory judgment. The same shall apply as regards the assertion of rights of retention.
Section 12 – Written form
(1) Amendments and extensions to the agreements made between ALLOYS24 and the user, including to the present General Terms and Conditions of Business, shall only be effective if made in writing. With the exception of the Director, the employees of ALLOYS24 are not authorised to make deviating verbal agreements.
(2) Transmission by telecommunication, in particular by facsimile or email, shall suffice for compliance with the written form, provided a copy of the signed declaration is transmitted.
Section 13 – Contract term
(1) Contracts concluded on the basis of the present GTCB shall be for an indefinite term. They shall begin upon approval by ALLOYS24 pursuant to Section 3.
(2) Contracts can be terminated by either party with a period of notice of one month to the end of a month.
(3) Each party is entitled to terminate the contract for important cause without adhering to a period of notice. An important cause for ALLOYS24 shall be in particular
(a) violation by a user of the provisions of the present GTCB, if this is not removed even following the setting of a deadline,
(b) tortious act by a user or an attempt at such an act, e.g. fraud,
(c) default by the user of more than six weeks on the payment obligation pursuant to Section 5,
(d) ongoing operational disruption as a result of force majeure that is beyond the control of ALLOYS24, for example natural disasters, fire, breakdown of line networks without fault on the part of ALLOYS24.
(4) Notice of termination must be served in writing in all cases. Notice of termination sent by facsimile or email shall also satisfy the requirement of the written form.
(5) The contractual relationship shall end when the termination takes effect, and you are no longer entitled to use your access as from this time. ALLOYS24 reserves the right to block the user name as well as the password when the termination takes effect.
Section 14 – Applicable version
If the present General Terms and Conditions of Business are also made available to the user in another language, exclusively the German version shall be authoritative.
Section 15 – Concluding provisions
(1) The law of the Federal Republic of Germany shall apply, subject to exclusion of the United Nations Convention on Contracts for the International Sale of Goods. Place of jurisdiction for all legal disputes is the registered office of ALLOYS24 in Dortmund. ALLOYS24 is also entitled to file legal action at the user’s general place of jurisdiction.
(2) Should individual provisions of the present GTCB be or become ineffective and/or conflict with the statutory regulations, the effectiveness of the GTCB as a whole shall remain unaffected. The contract parties shall reach a mutual agreement to replace the ineffective provision with a provision that corresponds as closely as possible in legally effective manner to the economic purpose of the ineffective provision. The above regulation shall also apply accordingly in the event of loopholes in the regulations.