Terms and Conditions

Buying Show General Terms of Service

These General Terms of Service (hereinafter “Terms”) govern the contractual relationships between Buying Show GmbH, Straße, Germany, (hereinafter “Buying Show”), and such 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 to sell and buy products as well as trade with each other, with Buying Show acting as an agent.

The Platform is available only to “Business Clients”, defined 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)). Clients who are interested in selling their products through the Platform are hereinafter referred to as “Brand” or “Brands”; Clients who are interested in buying products from the Brands through the Platform are hereinafter referred to as “Retailer” or “Retailers”.

Any terms and conditions provided by Client, even if attached to calls for offers or acceptance declarations etc., 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.

 

 

  1. Service Description
  2. Platform Registration
  3. Account security; Change of data
  4. Order Placement; Brand-Retailer Connection; Sale Options
  5. Buying Show’s Services
  6. Set-Off; Retention Right
  7. Contractual Period; Right of Termination
  8. Requirements for Client Content
  9. Rights of Use
  10. Prohibited Use
  11. Client’s Warranties
  12. Indemnification
  13. Liability of Buying Show
  14. Data and Privacy
  15. Miscellaneous

 

  1. Service Description
  • The Platform is a tool which helps and supports Brands to sell their products and Retailers to buy these. Buying Show gives professional sales and purchase assistance to commercial enterprises and connects Retailers and Brands through the Platform. 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, images) shared on the Platform by Clients is 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 an event in advance, if possible.
  • Buying Show can impose charges for its services at any time and/or change these and shall inform the Client accordingly in text form (at least) as per Sec. 126b In this case, the Client has a termination right according to section 7.2.

 

  1. Platform Registration
    • In order for a Client to enter the Platform, each Brand or Retailer must register for an account on the Platform in the respective section on the Website for ‘Brand’ (hereinafter “Brand Account”) or ‘Retailer’ (hereinafter “Retailer Account”) (Brand Account and Retailer Account hereinafter jointly the “Platform Account”) and provide certain information, such as 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 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. By ticking the respective checkbox on the Website, Client accepts these Terms and the Privacy Policy and sends an offer (hereinafter “Offer”) to Buying Show to enter into a contract under these Terms (hereinafter “Contract”).
    • Buying Show will then check the information provided by each Client and can 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 Client’s entity and who are of unlimited legal capacity.
    • Buying Show is a closed Platform. Buying Show selectively allows chosen Brands and Retailers into the Platform (see section 1 above). However, Buying Show cannot assume responsibility for the authenticity of Brands or Retailers on the Platform.
    • 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 7.
    • 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 is obligated to take all suitable and usual measures to ensure that the password is kept confidential. The password must be changed regularly to prevent unauthorized usage. A password must be chosen that is not easy to guess, calculate or determine. Client is obliged to notify Buying Show by contacting investigate@buyingshow.com without any undue delay if there are signs that its password may have become known to unauthorized third parties or 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 immediately 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 must first connect. Each Client may search the Platform using the search function and look for category, country or name and send a request to connect to the other contracting party when logged into his Platform Account. This request must be approved by the receiving party for a successful connection (hereinafter “connected Brand/Retailer”). Only when a Brand and Retailer are connected, may the Retailer see the products of a Brand on the Platform and vice versa. An unconnected Retailer cannot see the products of the Brand. The Client can sever the connection at any time by clicking the button ‘Disconnect’.
    • 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 Client may add its own terms and conditions to every order in the Platform Account which is then displayed in the Platform Account of the other party respectively. The Retailer may legally include (einbeziehen) its own terms and conditions when placing an Order according to section 4.1 below. The Brand may upload and legally include (einbeziehen) its own terms and conditions within the ‘Needs Approval’ stage according to section 4.4.2 below. Buying Show is not responsible for any problems, disputes or other inconveniences due to contradictory terms and conditions by Brands and Retailers.
    • To place an order after connecting to the respective Brand the Retailer shall act as follows:
      • The Retailer adds products to the cart in the Retailer Account. In the cart, at first the individual Brands will be listed to which products in the cart belong. By clicking “Details” beside the respective Brand, the products belonging to that Brand in the cart will be displayed. The Retailer can then place an order by clicking on “Order”, entering a billing and shipping address and accepting the respective Brand-terms and conditions (hereinafter “Order”). If there are products of more than one Brand in the cart, multiple Orders must be placed, one for each Brand.
      • The Order is an offer made by the Retailer to the Brand to conclude a purchase agreement. The Order therefore has the status ‘Needs Approval’ and can be seen by the Brand.
      • The Brand can now react to the respective Order as follows:
  1. accept the Order – creating a binding purchase agreement between Brand and Retailer, both parties will be notified through their Platform Account that the Order is confirmed and no more changes can be made; or
  2. reject the Order – both Brand and Retailer will be notified through their Platform Account that the Order is rejected and no more changes can be made; or
  3. edit the Order – Brand can make changes to the respective Retailer’s terms and conditions (if provided according to section 3 above), quantities or give discounts. The Brand will then resubmit the Order, thereby rejecting the Retailer’s original offer and also making a new binding offer to respective Retailer. The Order is now in ‘Pending Confirmation’ status for the Brand. The Retailer now has the options as set out in paragraph a. or b. above;

in each case by clicking the respective buttons. This is only possible if the Retailer or Brand, as the case may be, is logged onto its Account.

  • Buying Show is merely an agent brokering between the Brands and Retailers. Buying Show may, however, offer a payment solution on the Platform using an external payment services provider or further services. Once the Order is confirmed, the Brand and the Retailer must arrange the delivery(ies) outside the Platform.
  • There are two (2) different “Sale Options” to choose from within the Platform: (i) “Inventory Sale” as an option for the Client(s) to buy or sell products which are on stock and can be delivered within (at most) one (1) month after the Order is placed; and (ii) “Pre-Order Sale” as an option for the Client(s) to buy or sell all other products displayed on the Platform.

 

  1. Buying Show’s Services
    • Buying Show offers services bound to the Platform and operates only as an agent between the Brands and the Retailers who use the Platform for their interactions.
    • Buying Show is not liable and is not responsible for in particular
  • the fulfillment and delivery of any Order or product as the complete responsibility for fulfilling the Order is with the Brand;
  • any damages due to incorrect pricing, inventory information 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. Set-Off; Retention Right

Client shall have no right of set-off (Aufrechnung) or retention (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 Contract for an indefinite period of time.
    • Client may terminate this 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 4 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 made via the ‘Termination’ button within the Platform Account or via email to termination@buyingshow.com.
    • Buying Show may terminate this Contract without cause (wichtigen Grund) at any time with a reasonable notice period. Section 10.3 remains unaffected.
    • In case of termination and after the expiry 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 a Client intends to upload onto the Platform must comply with these Terms and shall especially not contain any prohibited content as set out in section 10.

 

  1. Rights of Use
    • Buying Show does not claim ownership of any Client Content. However, by uploading or otherwise publishing any Client Content on the Platform, Client grants Buying Show a non-exclusive, worldwide, royalty-free, sub-licensable right to use the respective Client Content for the purposes of the operation and marketing of the Platform limited to the area displayed to registered Clients only as well as newsletters, blog entries, social media and further marketing activities. This includes the right to integrate the Client Content on the Website and on Buying Show’s and its affiliated companies’ other websites (hereinafter the “Websites”) as well as advertising material. In particular, Client grants Buying Show the following rights of use:
      • The right of reproduction, public accessibility and dissemination, in particular, the right to store, transfer and reproduce the Client Content using every technology available, especially by means of incorporation within the framework of the Website and/or Websites and the right to make the Client Content available on the Platform to the public, publicly reproduce, transmit and to broadcast;
      • The right to edit, if necessary for the availability or publication of the respective Client Content;
      • The right to use the Client Content for advertising purposes, in particular the right to reproduce, disseminate and make publicly accessible the Client Content for advertising and marketing purposes including the right of Buying Show 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.
    • 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 to 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) regarding 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 provide incorrect 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 Sec. 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
    • 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 10.
    • Client is solely responsible for his Client Content and for any private and 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 it is sole owner of all rights to its Client Content or otherwise authorized (e.g. by valid permission of the rights owner) and capable of effectively granting Buying Show the rights of use and exploitation.
    • Client warrants that it will transact business with other Clients solely by means of the Platform and the services of Buying Show if such transactions were initiated on the Platform.
    • Client shall immediately inform Buying Show of any violation of these Terms or any prohibited Platform use by third parties that he may become aware of.

 

  1. Indemnification
    • Regardless of any further claims and rights, Client shall indemnify Buying Show, its representatives, employees and agents against any claims by third parties, including the costs of reasonable legal counsel, regarding (i) the conduct of the Client on the Platform and/or Client Content and/or (ii) violations of these Terms by the Client.
    • 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 to the Client.
    • Buying Show shall not be liable for the availability, accuracy, completeness, up-to-datedness and legality of any Client Content. Buying Show shall not be liable for any misconduct by Clients or any third party.
    • Buying Show will take reasonable measures to provide a stable and powerful Platform in cooperation with its service partners and data processing centers. However, failures in service of the Platform, especially due to malfunctions or maintenance work cannot be ruled out.
    • Buying Show shall not be liable for Client damages unless they result from the violation of a major contractual obligation. Major contractual obligations are obligations whose fulfillment is a necessary requirement for the due execution of the contract and in whose fulfillment the Client may generally trust. Liability for consequential damages, especially loss of profit or third party damage compensation is also barred, unless Buying Show caused the damages intentionally or by gross negligence.
    • Buying Show’s joint and several liability regarding matters in connection with these Terms is limited to EUR 1,000.00. Buying Show is not liable for unforeseeable damages or damages that are atypical for this type of contract as well as for indirect or consequential damages.
    • The above liability limitations do not apply for damages to life, body or health that result from an at least negligent breach of duty by Buying Show or an intentional or negligent breach of duty by Buying Show’s vicarious agents. Also, the above liability limitations do not apply to liability for further damages that result from an at least grossly negligent breach of duty by Buying Show or an intentional or grossly negligent breach of duty by Buying Show’s vicarious agents. Furthermore, Buying Show’s strict liability for initial defects to the software is hereby excluded.
    • The limitation and/or restriction of Buying Show’s liability also applies to the personal liability of its legal representatives, employees, vicarious agents and other agents.
    • The provisions set forth in the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG) 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 in accordance with 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 to the new Terms, he may terminate this Contract without cause (wichtigen Grund) with a period of two (2) weeks upon receipt of the information by Buying Show regarding the refined terms according to section 7 via email or after displaying the refined terms on the website, whichever is the sooner.
    • Client shall not be entitled to transfer or 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.
    • 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: August 2017 (12/02/2014)

***

Copyright © 2015 BUYINGSHOW. Alle Rechte vorbehalten.

ABOUT US    IMPRINT    PRIVACY POLICY    TERMS & CONDITIONS

QUESTIONS?

Our support team is waiting for you call.

T  +49 (0) 30 2195 1262
E  support@buyingshow.com