Terms and Conditions

 

Buying Show General Terms of Service

The following Buying Show General Terms of Service (hereinafter “Terms”) govern the contractual relationships between Buying Show GmbH, an entrepreneurial company with limited liability incorporated under the laws of the Federal Republic of Germany (Germany) with its seat at Französische Straße 23, 10117 Berlin/Germany, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) Charlottenburg under HRB 171859 B, represented by managing director Ivan Herjavec (hereinafter “Buying Show”), and legal entities and legally responsible partnerships (hereinafter “Client”, “Clients”) who wish to register for the Buying Show web platform (hereinafter “Platform”), available at https://buyingshow.com/ (hereinafter “Website”) and receive the opportunities to sell and buy products as well as trade with each other with Buying Show acting as agent.

The Platform is available for “Business Clients” as any Client who enters the Platform in the conduct of his business or his self-employed professional activity (Sec. 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB)) only. Clients who are interested to sell products from other Clients through the Platform are hereinafter referred to as “Brand” or “Brands”, Clients who are interested to buy products from the Brands through the Platform are hereinafter referred to as “Retailer” or “Retailers”.

Any terms and conditions provided by Client do not apply in the contractual relationship with Buying Show, regardless of whether or not Buying Show has expressly objected to them in a particular case.

The contractual language applying to these Terms shall be English.

    1. Service Description

 

    1. Platform Registration

 

    1. Account security; Change of data

 

    1. Order Placement; Brand-Retailer Connection; Sale Options

 

    1. Buying Show’s Services; Restriction of Guarantees

 

    1. Fees; Payment terms

 

    1. Set-Off; Retention Right

 

    1. Contractual Period; Right of Termination

 

    1. Requirements for Client Content

 

    1. Rights of Use

 

    1. Prohibited Use

 

    1. Client’s Warranties; Responsibility; Exclusive Use of the Platform

 

    1. Indemnification

 

    1. Liability of Buying Show

 

    1. Data and Privacy

 

    1. Miscellaneous

 

    1. Service Description

 

    • The Platform is a tool, which helps and supports Brands to sell their products and Retailers to buy those. Buying Show gives professional sales and purchase assistance and connects Retailers and Brands through the Platform in return for payment of certain fees, as applicable. However Buying Show only acts as a broker (Vermittler) between the Clients through the Platform and is not involved in future or existing contracts between the Clients subject to the sale and purchase of any goods.

 

    • Any content (e.g. texts) shared in the Platform by each Client are hereinafter referred to as “Client Content”.

 

    • Buying Show reserves the right to change, interrupt or discontinue the operation of its services provided on the Website or Platform at any time. Buying Show will notify each Client of such event in advance, if possible.

 

    1. Platform Registration
        • In order for Client to enter the Platform, each Brand or Retailer needs to register for an account on the Platform in the respective section on the Website for ‘Brand’ (hereinafter “Brand Account”) or ‘Retail’ (hereinafter “Retailer Account”) (Brand Account and Retailer Account hereinafter each and jointly the “Platform Account”) and provide certain information, which include the name of the legal entity as well as the legal form, postal address, email address and a password. Each Client is also obliged to provide its respective value added tax identification number (TIN) (Umsatzsteuer-ID) under the respective regulations by the member states of the European Union (EU) or a respective similar tax code or number under the respective laws applicable to the Client’s legal entity; without this information Buying Show will refuse a registration by Client.
        • By registering on the Platform, Client agrees to be bound by these Terms and the Buying Show Privacy Policy, available at https://buyingshow.com/en/privacy-policy via ticking the respective checkbox on the Website, Client accepts these Terms and the Privacy Terms and sends an offer (hereinafter “Offer”) to Buying Show to enter into a service contract under these Terms (hereinafter “Service Contract”).
        • Buying Show will then check the information provided by each Client and accept the Offer by the Client (hereinafter “Acceptance”). The Client will then receive a confirmation of the Acceptance by Buying Show, for example via email and may then log into his Platform Account.
        • The Platform may only be entered by persons who have the authority to legally bind the entity as Client and who are of unlimited legal capacity.
        • Buying Show is a closed Platform. Buying Show selectively allows verified Brands and Retailers into the Platform to the best of its abilities (see section 1 above). However, the verification is not legally binding and any fake or counterfeit Brands or Retailers on the Platform are not the responsibility of Buying Show.
        • Client is free to modify or delete the entire Platform Account at any time and terminate the contractual relationship with Buying Show according to section 8.
        • Buying Show reserves the right to delete Client’s Platform Account if Client has not used his Platform Account for 24 months and does not resume any activities within six (6) weeks after Buying Show has contacted Client under the email address deposited in the Platform Account, notwithstanding the regulations set out in section 9

 

    1. Account security; Change of data
        • All data requested during the Platform registration process shall be given fully and correctly.
        • The Platform Account is to be secured with a password. Client shall take all necessary steps to ensure that the password is kept confidential. Client is obliged to notify Buying Show by contacting investigate@buyingshow.com without any undue delay if there are signs of misuse of his Platform Account by any third party. Client is not authorized to grant the use of the Platform Account opened in his name to any third party.
        • If any data or information provided by Client changes for any reason, Client shall notify Buying Show instantly via email to support@buyingshow.com.

 

    1. Order Placement; Brand-Retailer Connection; Sale Options
        • For Brands and Retailers to work together on the Platform, they have to first connect. Each Client may use the search function and look for category, country or name. Brand and/or Retailer may send a request to the other contracting party when logged into his Platform Account, which has to be approved by either part for a successful connection. Only when a Brand and Retailer are connected, the Retailer may see the products of a Brand through the Platform and vice versa. An unconnected Retailer may not see the products of the Brand. Brand and Retailer already connected may always disconnect by clicking the button ‘Disconnect’ when logged in their Platform Account.
        • After the connecting process was successful a Brand assigns a specific currency to a Retailer. Thus, the Retailer can see the prices of respective Brand’s products in only that specific currency within his Retailer Account.
        • The Retailer and/or Brand may add his own terms and conditions to every order in the Platform Account which is then displayed in the Platform Account of the other Retailer or Brand respectively. The Retailer may legally include (einbeziehen) his own terms and conditions when placing an Order according to section 4.1 below. The Brand may upload and legally include (einbeziehen) his own terms and conditions within the ‘Needs Approval’ state according to section 4.4.2 below. Buying Show is not responsible for any problems, disputes or other inconvenience due to contradictory terms and conditions by Brands and Retailers.
        • To place an order after connected to the respective Brand the Retailer shall act as follows:
            • The Retailer adds products to its cart in the Retailer Account. The respective Retailer then checks out the cart, in which case an order is created (hereinafter “Order”). The Order created is now in ‘Draft’ state: It cannot be seen by the Brand yet and is only displayed within the respective Retailer Account. If there are products of more than one Brand, multiple Orders are created, one for each Brand. An Order is always created for one Brand only.
            • The Retailer can then submit the Order to the Brand via clicking the ‘send order’ button when logged in his Retailer Account. The Order is now in ‘Needs Approval’ state for the Retailer.
            • The Brand can now either

 

    1. accept the Order – both Brand and Retailer will be notified through their Platform Account and the Order is confirmed and no more changes can be made; or

 

    1. reject the Order – both Brand and Retailer will be notified through their Platform Account and the Order is rejected and no more changes can be made; or

 

    1. edit the Order – Brand can make changes in respective Retailer’s terms and conditions (if provided by him according to section 4.3 above), quantities or give discounts. The Brand will then resubmit the Order and therefore make a new binding offer to respective Retailer. The Order is now in ‘Pending Confirmation’ state for the Brand. The Retailer has now the options as set out in paragraph a. or b. above;

each by clicking the respective buttons when logged in his Brand Account respectively.

    • Buying Show does not offer any payment or further services not stated in these Terms. Once the Order is confirmed, the Brand and the Retailer have to work together outside the Platform to complete the delivery/ies and payment(s).

 

    • There are two (2) different “Sale Options” to choose from within the Platform as follows: (i) “Inventory Sale” as option for the Client(s) to buy or sell products which are on stock and can be delivered within at least one (1) month since the Order was placed; and (ii) “Pre-Order Sale” as option for the Client(s) to buy or sell all other products and/or Orders displayed through the Platform.

 

    1. Buying Show’s Services; Restriction of Guarantees
        • Buying Show offers services bound to the Platform and operates as agent between the Brands and the Retailers who shall use the Platform for their interactions.
        • The services offered by Buying Show are restricted to activities as agent and Buying Show does not guarantee and/or is not responsible for in particular

 

    • the fulfillment and delivery of any Order or product as the complete responsibility of fulfilling the Order is with the Brand;

 

    • any damages due to incorrect pricing, inventory or product description(s);

 

    • verifying the ownership and correctness of the data submitted by the Brand and/or Retailer;

 

    • forged data or product copyright issues.

 

    1. Fees; Payment terms
        • Buying Show charges a fee for the services under the Service Contract between Buying Show and the Brand or Retailer respectively (hereinafter each a “Fee”). The current Fees for Retailer provided by Buying Show at least in text form according to section 126b BGB and becomes a substantial part of these Terms vis-à-vis the respective Retailer.
        • Buying Show may change the Fee anytime and will notify Client in this regard at least in text form according to section 126b BGB.
        • Unless otherwise stated by Buying Show, each Fee invoiced by Buying Show shall be paid according of the respective invoice to the Client and per Commercial Agreement and its Annex 2.

 

    1. Set-Off; Retention Right

Client shall have no right of set-off (Aufrechnung) or retention right (Zurückbehaltungsrecht) with respect to any payment under these Terms, except to the extent that the relevant counterclaim has been acknowledged by Buying Show in legal written form or has been adjudicated by a final, non-appealable judgement.

 

    1. Contractual Period; Right of Termination
        • Client and Buying Show enter into this Service Contract for an indefinite period of time.
        • Client may terminate this Service Contract without cause (wichtigen Grund)

 

    • at any time with a period of 30 days upon receipt of the termination declaration by Buying Show;
        • if Buying Show introduces new fees (according to section 2 above) with a period of two (2) weeks upon receipt of the information about the introduction of a new fee by Buying Show.
        • Any declaration of termination by Client shall be via the ‘termination’ button within the Platform Account or via email to termination@buyingshow.com.
        • Buying Show may terminate this Service Contract without cause (wichtigen Grund) at anytime with a reasonable period of time. Section 3 remains unaffected.
        • In case of termination and after the lapse of the termination period the respective Platform Account of respective Client will still be visible to the other connected Clients on the Platform for information purposes and marked as ‘deleted’ or ‘terminated’. Outstanding Fees to Buying Show and payments to other Clients remain unaffected by the termination by Client.
        • The right to termination for cause (Kündigung aus wichtigem Grund) remains unaffected.

 

    1. Requirements for Client Content

Any Client Content Client intends to upload to and share in the Platform needs to comply with these Terms and shall especially not contain any prohibited content as set out in section 11.

 

    1. Rights of Use
        • Buying Show does not claim ownership of any Client Content. However, by uploading or otherwise publishing any Client Content through the Platform, Client grants Buying Show the non-exclusive, worldwide, royalty-free, sub-licensable right to use the respective Client Content for the purposes of the Platform limited to the area displayed to registered Clients only. This includes the right to integrate the Client Content on the Website and in Buying Show’s and its affiliated companies’ other websites (hereinafter the “Websites”) and advertising material (e.g. for the Buying Show Platform). In particular, Client grants Buying Show the following rights of use:
            • The right of reproduction, the right of public accessibility and dissemination, i.e. the right to reproduce the Client Content indefinitely using every technology available, in particular by means of digital incorporation within the framework of the Website and/or Websites and the right to make the Client Content available to the Platform public or publicly reproduce, transmit and to broadcast;
            • The right of making available on demand, i.e. the right to store the Client Content, keep it at hand for the Platform public, to transmit it to any number of persons;
            • The right of using the Client Content for advertising purposes, i.e. the right to reproduce the Client Content indefinitely for advertising and marketing purposes and to make it available to the public or reproduce publicly for the services offered by Buying Show. This right includes the right to change and to process the Client Content for the purposes mentioned and in particular to combine or integrate it with other pictures, text, graphics, artworks, films, audio and audio-visual media.

Buying Show accepts such granting of rights.

    • In case of the removal of any Client Content from Client’s Platform Account or the deletion of Client’s Platform Account by either Client or Buying Show for whatever reason, Buying Show’s rights in the respective Client Content shall expire. However, the right to use the Client Content in advertising material that is already in use and the right to use any Client Content that Client has shared on other Clients profiles will remain unaffected.

 

    1. Prohibited Use
        • Client shall use the Platform in accordance with these Terms and any applicable law/s to the respective Client’s entity. Any inappropriate or illegal use is prohibited. It is particularly, without limitation, forbidden:

 

    • to upload and distribute pornographic, insulting, abusive, offensive, racist, threatening, youth protection law infringing, personal rights infringing, or other illegal Client Content;

 

    • to upload and distribute Client Content that has been copied in whole or in any part from any other protected work or material without the permission of the respective copyright owner;

 

    • to upload and distribute Client Content that affects or infringes the rights of any third party, in particular personal rights, copyrights or other intellectual property rights or any other third party rights;

 

    • to contact other Clients in order to buy or sell any products or services outside the Platform;

 

    • to provide wrong data or information, and to provide data or information of any third party (without authorization);

 

    • to use other Clients’ data and information without their express permission;

 

    • to sell or otherwise transfer the Platform Account without the explicit consent granted by Buying Show at least in text form according to section 126b BGB;

 

    • to attack the Platform with a virus, malware or any other harmful means;

 

    • to use any automated tools for using the Platform Account without the explicit consent granted by Buying Show at least in text form according to section 126b BGB;

 

    • to alter, to manipulate, to bypass, to overload or interfere with the Platform and its underlying software and security systems.
        • Buying Show reserves the right to refuse the upload of any Client Content and to delete or remove any uploaded Client Content that, at Buying Show’s sole discretion, violates these Terms, any third-party rights or any applicable law/s or Client Content that seems for any other reason unacceptable or inappropriate.
        • Buying Show has the right to block Client’s Platform Account temporarily or permanently if there are concrete reasons for Buying Show to believe that Client violates these Terms, any third-party rights or any applicable law/s. In the event of permanent blocking or deletion, Client is not entitled to open up a new Platform Account or to use any other existing account.

 

    1. Client’s Warranties; Responsibility; Exclusive Use of the Platform
        • Client is solely responsible for his Platform conduct. Client warrants that he will use his Platform Account and the Platform in accordance with these Terms. Client especially warrants that he will not use the Platform in any prohibited way as set out in section 11.
        • Client is solely responsible for his Client Content and for any private or public obligations and liabilities in connection with its relationship to the Retailer or Brand respectively. Client warrants that the Client Content submitted to or otherwise published on the Platform are in accordance with these Terms and do not infringe any third-party rights or any applicable law/s. Client warrants that he owns the rights to such Client Content and that he is legally capable of effectively granting the rights regarding Buying Show’s Use.
        • Client warrants as Brand or Retailer to use the Platform and Offer by Buying Show as exclusive channel or way to make business with the respective Retailer or Brand. Client in particular shall therefore not contact, connect, make any business or start any communication in any other way with a Brand or Retailer without using the Platform or Platform Account (as set out in section 5) except for purposes in relation to delivery and payments made between Retailer and Brand.

In any case of breach of aforementioned prohibition of working together with other Client outside the Platform, Buying Show may still charge Client with Fees according to section 6 for its Services in reasonable (angemessen) extent and amount.

    • Client shall immediately inform Buying Show of any impairment of these Terms or any prohibited Platform use by third parties that he may become aware of.

 

    1. Indemnification
        • Client shall indemnify Buying Show, its representatives, employees and agents and keep them indemnified against any losses, damages, expenses, costs, actions, claims, suits, litigation, causes of action, demands and liabilities which may be made against Buying Show by any third party for anything done or omitted in connection with (i) the Client’s Platform conduct and Client Content, (ii) any breach or violation of the Client’s warranties or responsibility as set out in section 12, and (iii) the exercise or purported exercise of Buying Show’s rights hereunder.
        • In cases of an aforementioned enforcement of claims by any third party, Client will provide Buying Show with all available information that is needed for the examination of the claim and for the defense against it. Client will provide such information immediately, truthfully and completely.

 

    1. Liability of Buying Show
        • Buying Show tries to keep the Platform and its services safe, secure and functioning but cannot guarantee the continuous operation or access of the services. Buying Show has no obligation to make the Platform available for Client or to obtain any rights from Client. Client is not entitled to enter the Platform or to grant any rights.
        • Buying Show has no ability to and does not control or monitor any Client Content. Buying Show shall not be liable for the availability, accuracy, completeness, freshness and legality of any Client Content. Buying Show shall not be liable for any misconduct of any Clients or any third party.
        • Buying Show will make every effort to provide a stable and powerful service in cooperation with its service partners and data processing centers. However, potential service failures due to malfunctions or maintenance works are to be expected and do not constitute a defect of service. No guarantee of Buying Show shall be given for the absence of viruses or any other harmful components from the Website or Buying Show’s software. The use of the Platform and the functionalities specially made available are provided “as is”. Buying Show is free to alter them at its own discretion at any time. Such alterations do not constitute a defect of service.
        • Buying Show shall not be liable hereunder by reason of any failure to timely perform its services due to an event beyond its reasonable control, including, without limitation, force majeure, computer viruses, acts of terrorism, civil unrest, war, strikes, fires, power cuts or epidemics.
        • Buying Show shall not be liable for any loss or damage suffered by Client (i) which arises in connection with Client Content or (ii) which arises out of the exercise or the attempted or purported exercise of, or the failure to exercise any of, the respective rights or obligations under these Terms,

 

    • unless in cases of damages to life, body, or health, in cases of warranting for the condition of a product or service, in cases of damages caused by willful intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) and in cases of fraudulent concealment of defects by Buying Show, its legal representatives, employees, assistants in performance and agents; or

 

    • unless such loss or damage is caused by the infringement of a fundamental contractual duty by Buying Show, its legal representatives, employees, assistants in performance or agents, which is indispensible for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose, and, if Client is a business client, such loss or damage is foreseeable at the time of the infringement.
        • The limitation and/or restriction of Buying Show’s liability shall also apply to the personal liability of its legal representatives, employees, assistants in performance and agents.
        • The provisions of the German product liability act (Produkthaftungsgesetz) shall remain unaffected.

 

    1. Data and Privacy
        • Both Client and Buying Show shall act in accordance with the regulations of the German Data Act (Bundesdatenschutzgesetz, BDSG) und German Telemedia Act (Telemediengesetz, TMG) as well as other regulations and/or laws applicable.
        • Buying Show only processes and uses personal data according to its Privacy Policy https://buyingshow.com/en/privacy-policy.

 

    1. Miscellaneous
        • Buying Show reserves the right to change these Terms at any time without indicating the reasons. Buying Show will notify Client of the changed Terms on the Website or via email no later than two (2) weeks before the refined terms will take effect. In case Client objects the new Terms he may terminate this Service Contract without cause (wichtigen Grund) with a period of two (2) weeks upon receipt of the information by Buying Show in regard to the refined terms according to section 8 via email or after displaying the refined terms on the website, whichever is the sooner.
        • The following sections of these Terms shall survive any termination of this Service Contract between Buying Show and Client as applicable: 6, 10, 13, 15
        • Client shall not be entitled to assign any rights or claims under these Terms without the prior written consent of Buying Show.
        • The headings are solely for purposes of reference and for convenience and shall not be used for purposes of interpretation or in any way affect the meaning or interpretation of these Terms.
        • These Terms shall not grant any rights to, and are not intended to operate for, the benefit of third parties unless otherwise explicitly provided for herein. Wherever under these Terms any party other than Client is to be indemnified by Buying Show, such other parties are not entitled to bring any claims for indemnification against Buying Show.
        • These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG), without prejudice to any mandatory conflict of laws.
        • The sole place of jurisdiction for all disputes arising under the Terms is Berlin/Germany, unless the applicable law mandatorily requires other procedures.
        • Should any provision of these Terms be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby.

Last update: November 28 2016 (12/02/2014)

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