TERMS AND CONDITIONS
FOR THE USE OF THE PLATFORM WWW.TOOL-ARENA.COM
1. Subject matter of the contract; scope
1.1 Tool-Arena (for provider data see imprint: www.tool-arena.com/impressum.html) is the operator of the trading platform www.tool-arena.com (hereinafter referred to as "Platform") and offers natural or legal persons as well as partnerships with legal capacity (hereinafter referred to as "Users") the opportunity to offer for sale (hereinafter referred to as "Offer"), to offer and purchase goods and services of all kinds (hereinafter referred to as "Articles") and to publish other content.
1.2 These General Terms and Conditions (hereinafter "GTC") shall apply to all users of the platform with the first access to the internet services provided on the platform. These GTC are supplemented by the data protection notice, the price list in its current version and the framework cooperation agreement. In the event of a conflict between the provisions, the Framework Cooperation Agreement shall take precedence.
1.3 Counter-confirmations of the users with reference to their own terms and conditions of business and/or purchase are hereby contradicted. Individual agreements remain unaffected by this.
1.4 Users are entitled to use the Internet services provided at www.tool-arena.com in accordance with the following provisions.
2. Admission and usage requirements; registration; guest access
2.1 The prerequisite for the use of the platform is the conclusion of a user agreement. For this purpose, the User makes an offer to enter into a contract by sending the registration form provided by him/her with the minimum information online to Tool-Arena and acknowledging the validity of these GTC including attachments by mouse click (registration).
2.2 Only entrepreneurs and companies are entitled to register as users. These are exclusively natural or legal persons or partnerships with legal capacity who, when using the internet services offered on the platform, act in the exercise of their commercial or independent professional activity. In particular, minors may not register to use the platform.
2.3 Tool-Arena decides within the scope of the registration process on the acceptance (admission) of the offer submitted by the User for the conclusion of a contract of use pursuant to section 2.1, reserving the right to verify the plausibility of the company data provided by the User. The admission enables the responsibly acting users to access the trading area of the platform.
2.4 There is no entitlement to admission to use the platform. Admission shall lapse if the prerequisites for this cease to apply.
3.1 The Platform enables companies to present themselves, to search for and find business and cooperation partners, to exchange news, information and documents and to make offers for the purchase and sale of goods and services. For this purpose, the platform has an integrated, automated messaging system for the purpose of simplifying communication from company to company, as well as extensive functionalities for managing and monitoring ongoing offers.
3.2 The services offered on the platform consist, among other things, of the provision of the usage options of the platform after admission of the User pursuant to section 2.1, the enabling of offers for the purchase and sale of goods and services and the creation of information and communication options.
4.1 The costs and billing modalities for the individual services can be found in the current price list on the platform and in the framework cooperation agreement. For partners within the meaning of the cooperation framework agreement, the costs and billing modalities from the cooperation framework agreement shall apply.
4.2 In the event of a contract extension, the price list current at the time of the contract extension shall apply, provided that Tool-Arena has separately notified the User of the changed prices at least 14 days prior to the respective contract extension and the User continues to use the services without objection. The User shall be informed separately of the right to object and the legal consequences of silence in the event of a change in prices.
4.3 Tool-Arena shall invoice the costs incurred on a monthly basis. Tool-Arena shall inform the User by e-mail of the provision of the respective invoice. The User can retrieve the complete invoice in his Tool-Arena account.
4.4 The individual fees as well as the sales commissions shall be due for payment immediately. If the collection of the claim fails, the User shall reimburse Tool-Arena for the additional costs incurred, insofar as the User is responsible for the failure.
4.5 Users shall be in default without further reminder after a period of 30 days after notification of the invoice amount.
4.6 Users are prohibited from circumventing Tool Arena's cost structure.
4.7 Tool-Arena reserves the right to charge a lump sum for the deletion of offers or other content or for the blocking of users, insofar as the user is responsible for the violation, unless the user proves that no damage or a significantly lower amount of damage was incurred. Tool-Arena may also charge a fee for the reactivation of a blocked Tool-Arena account. The amount of the lump sum for expenses is regulated in the respective current price list.
4.8 Tool-Arena may change the fees and commissions at any time. Price changes will be communicated to the users in due time before they take effect.
5. Initiation or conclusion of contracts via the platform
5.1 Users have the possibility to place offers for the purchase or sale of goods and services on the platform and to invite other users to submit declarations of intent (offer or acceptance) according to individual criteria. The statutory regulation on the conclusion of contracts at auctions (§ 156 of the German Civil Code) is expressly excluded.
5.2 Unless otherwise stated in the description of the offer and with the exception of auctions in which the defined award criteria have been met, the offers posted by users do not contain a legally binding offer, but only represent an invitation to the addressed users to submit offers or to enter into contractual negotiations.
5.3 The bids submitted by users in response to bids of other users are, unless otherwise stated in the description of the bid (e.g. because there is only a demand for information), binding and irrevocable declarations to conclude the advertised contract. The declaring user shall be bound by his bid until the expiry of the binding/declaration period, unless it has lapsed due to a previously awarded contract.
5.4 Users have no right to be invited to participate in certain offers.
6. Processing of contracts initiated or concluded via the platform
6.1 Tool-Arena offers the possibility to search for technical specifications of articles to facilitate the selection of articles. The technical specifications provided as part of the search results are non-binding and do not represent any properties guaranteed by Tool-Arena. Tool-Arena shall not assume any warranty, liability for material defects or liability for defects of title for the technical specifications.
6.2 The technical specifications provided by users and partners within the meaning of the framework cooperation agreement for the technical search function are also non-binding and do not represent guaranteed properties. The users and partners within the meaning of the framework cooperation agreement do not assume any guarantee, liability for material defects or defects of title for the technical specifications.
6.3 The form and execution of contracts initiated or concluded via the platform is the sole responsibility of the respective users.
6.4 Tool-Arena shall neither guarantee performance nor assume liability for material defects or defects of title of the traded items for these contracts. In particular, the information communicated by the Users and taken over on the platform shall not constitute any properties warranted by Tool-Arena.
6.5 Tool-Arena is not obligated to ensure the fulfilment of the contracts concluded between the users.
6.7 Users must be in a position to transfer ownership of the offered goods or to provide the offered service immediately after conclusion of the contract.
6.8 If an offer is deleted before the expiry of the offer period, no effective contract is concluded between the users.
6.9 Insofar as Tool-Arena is a contractual partner to the contracts concluded on the platform, clause 6.1 shall not apply.
7. Use of the platform
7.1 It is the user's responsibility to ensure that his offers and contents (especially pictures and other information) are legal and do not violate any rights of third parties.
7.2 It is prohibited to offer or advertise on the platform items whose offer, sale or purchase violates legal regulations, third party rights or morality.
7.3 Tool-Arena reserves the right to make the sale of certain items subject to conditions that go beyond the statutory provisions.
7.4 It is forbidden to manipulate the prices of own or other offers or to buy own articles by using several user accounts or in cooperation with other users.
8. Copyrights and property rights
8.1 Tool-Arena is the owner of all property rights, protective rights and copyrights with regard to its own contributions and other own content.
8.2 The uploading user shall retain ownership, property rights and copyrights to contributions and content uploaded by users on the platform for the purpose of retrieval by other users. To the extent necessary, the uploading User grants Tool-Arena a simple right of use for the purpose of retrieval by other Users on the platform, without Tool-Arena thereby making the third-party content its own.
8.3 The User agrees not to remove or obscure any copyright notices or other notices of Tool-Arena or other users regarding such rights contained on the platform.
9. Sanctions, blocking and termination
9.1 Tool-Arena may in particular take the following measures such as blocking and deleting Users if there are concrete indications that a User is violating statutory provisions, third party rights, these GTC or if Tool-Arena has another legitimate interest, in particular to protect Users from fraudulent activities.
9.2 When choosing a measure, Tool-Arena shall take into account the legitimate interests of the affected User, in particular whether there are indications that the User is not responsible for the violation.
9.3 Users may terminate the User Agreement with 14 days' notice to the end of the month.
9.4 Tool-Arena may terminate the user agreement at any time with 14 days' notice to the end of the month. The right to block remains unaffected by this.
9.5 As soon as a user has been blocked or the user contract has been terminated by Tool-Arena, this user may no longer use the platform and may not register again.
9.6 A blocking or termination does not affect the validity of contracts already concluded on the platform.
10. Limitation of liability
10.1 Tool-Arena shall be liable in accordance with the statutory provisions for intent and gross negligence on the part of its legal representatives, executive employees or other vicarious agents. The same shall apply in the event of the assumption of guarantees or other strict liability as well as in the event of claims under the Product Liability Act or culpable injury to life, limb or health.
10.2 Tool-Arena shall be liable in principle for breaches of material contractual obligations caused by simple negligence on the part of its representatives, executive employees and simple vicarious agents. Material obligations are obligations whose breach jeopardises the achievement of the purpose of the contract or whose fulfilment is essential for the proper performance of the contract and on whose compliance you regularly rely. In this case Tool-Arena shall only be liable for the foreseeable damage typical for this type of contract. Tool-Arena shall not be liable for the slightly negligent breach of obligations other than those specified in the preceding sentences.
10.3 Any further liability of Tool-Arena is excluded.
10.4 In so far as Tool-Arena's liability is excluded or limited, this shall also apply in favor of the personal liability of its legal representatives, executive employees and simple vicarious agents.
11. Proof of tax registration (§ 22 f UStG new version)
11.1 The User shall provide Tool-Arena with evidence of its tax registration pursuant to § 22 f UStG nF. (Value Added Tax Act, new version).
11.2 For this purpose, the User shall provide Tool-Arena with the following information: (1.) the full name and address of the User, (2.) the tax number issued to the User by its competent tax office and, if available, the VAT ID number (Umsatzsteuer-Identifikationsnummer) issued to the User by the Federal Central Tax Office, (3.) the start and end date of the certificate's validity, (4.) the place of commencement of the transport or shipment as well as the destination of the items and (5.) the time and amount of the turnover.
11.3 The User shall provide proof of the information by means of a tax registration certificate issued by the tax office responsible for the supplying User, valid at the time of the User's supply and limited to a maximum of three years. The certificate shall be issued to the supplying User upon request by its competent tax office.
11.4 Until the amendments to the UStG come into force on 01.01.2019, proof of the User's tax registration shall be provided by submitting an entrepreneur certificate from the User's competent tax office or by submitting a qualified confirmation query on the USt-IdNr. from the User's competent tax office.
11.5 As long as proof of tax registration has not been provided, Tool-Arena shall be entitled to take measures pursuant to Section 9.
12.1 The User shall indemnify Tool-Arena against all claims asserted by other Users, tax authorities or other third parties against Tool-Arena due to infringement of their rights by offers posted by the User, other content or due to the User's other use of the platform as well as unpaid taxes from deliveries by the User which have been legally established on the platform provided by Tool-Arena.
12.2 The User shall bear the costs of Tool-Arena's necessary legal defence, including all court costs and attorneys' fees in the statutory amount.
12.3 This does not apply if the user is not responsible for the infringement.
12.4 In the event of a claim by a third party, the User is obligated to immediately, truthfully and completely provide Tool-Arena with all information required for the examination of the claims and a defence.
13. Final provisions
13.1 Tool-Arena may use the services of other companies for the purpose of fulfilling the contract pursuant to this Agreement.
13.2 Tool-Arena shall be entitled to transfer its rights and obligations under this contractual relationship in whole or in part to a third party with four weeks' notice.
13.3 Tool-Arena may propose changes to these GTC to the User at any time. Amendments to these GTC shall be communicated to the User in text form by e-mail or via the user account of Tool-Arena. If the User does not object to such changes within 14 days after receipt of the notification, the changes shall be deemed to be agreed if the User continues to use the services provided under www.tool-arena.com. The User shall be informed separately of the right to object and the legal consequences of silence in the event of an amendment to these GTC.
13.4 Should individual provisions of these GTC be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of provisions of these GTC that are not included or are invalid. If such statutory law is not available in the respective case (regulatory gap) or would lead to an unacceptable result, the parties shall enter into negotiations to replace the non-included or invalid provision with a valid provision that comes as close as possible to it in economic terms.
13.5 All declarations transmitted within the scope of the contract of use concluded with Tool-Arena must be made in writing or text form (e.g. by e-mail).
13.6 The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the reference norms of international private law (IPR) and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is Stuttgart in the Federal Republic of Germany, provided the User is a merchant. Tool-Arena shall also be entitled to bring an action at the User's general place of jurisdiction.
13.7 Tool-Arena is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.