General terms and conditions were translated. Elargo
does not claim completeness or correctness of the
translation. Only the German General terms and
conditions have binding character and can be found
on the German website version. This is for Information
- 1. Preamble
(1) The elargo GmbH (hereinafter elargo) offers an online electronic marketplace for business-to-business exchange. The network of elargo (hereinafter "network") offers a forum for secondhand machines and plants from beverage technology.
(2) These Standard Terms and Conditions apply to business persons (Kaufleute). Should a non-business person (Nichtkaufmann) register with elargo, he shall accept these Standard Terms and Conditions. The agreement between elargo and the users is determined by the following provisions.
- 2. Users, Registration
(1) Customers wishing to participate in the online marketplace of elargo must be registered users (hereinafter "users").
(2) For the purpose of registration, the online registration form must be completed in full. The user guarantees that the information given is complete and correct. He is obliged to notify elargo of any changes in the data supplied without delay.
(3) elargo reserves the right to withdraw registration in the event of false information being given or in the event of abuse. There is no right to be registered.
(4) If a representative undertakes registration on behalf of the user, elargo is entitled to require evidence of proper authorisation. The details of such evidence are specified by elargo.
(5) Registration becomes valid when the customer has made an online declaration to the effect that he accepts these standard terms and conditions and agrees to their application.
- 3. Personal ID number
(1) Unless the application for registration is rejected by elargo, the user shall receive a personal ID number (membership number) from elargo.
(2) The user undertakes to ensure that the membership number is protected from unauthorised access by third parties and that other persons use the same only with his authorisation. If the user learns of any breach of security of information stored on the elargo website, e.g. theft or unauthorised use of the user's access data or information regarding payments, or if the user believes such a breach may have occurred, he must inform elargo of this fact without delay.
- 4. Sales models; general conditions
(1) The seller can choose whether: (a) to complete a transaction directly and exclusively online via the elargo marketplace or (b) to make use to make use of the broad elargo service offering ("optimization with full service").
(2) By selling directly and exclusively online via the elargo marketplace, the seller can choose whether (a) to sell the item for sale at a fixed price, (b) to set up a closed marketplace for company groups where access is given only to users admitted by him ("private exchange").
(3) Insofar as the seller chooses the elargo services elargo provides a range of additional services for the optimization of the sales process in a seperate agreement with the seller (offline).
(4) the potential customer can submit a "Wanted" notice.
(5) In order to describe the item for sale, the user must fill in the characteristics indicated as being the minimum information required in the entry form (Eingabeformular).
(6) In particular, the seller can specify whether he agrees to an inspection of the item for sale "on site". In that event, the seller must complete the spaces under the heading "On-Site Inspection".
(7) elargo reserves the right to reject the item for sale or a wanted notice without giving the reasons or to assign the item to a product group different from the one specified by the seller. elargo is entitled to change the services offered at all times. In addition, elargo is entitled to change the user interfaces (Benutzeroberfläche) of its network at any time. Furthermore, elargo is entitled to exercise its discretion to prevent a user from participating in the online marketplace at any time.
(8) The user guarantees that the inclusion of items for sale or wanted notices on the network does not violate the law or any rights of third parties and does not have any detrimental effects on other data or the data processing system of elargo (hereinafter "system").
(9) If a time limit is specified in terms of date and time, the time shown by the system clock of elargo shall be exclusively binding.
(10) The pricing information provided by the user in the currency he has chosen is binding. Should elargo convert the pricing information into other currencies, these conversions are non-binding and are merely for the convenience of the users.
- 5. Fixed price model
(1) The seller specifies online a fixed price for the item for sale. He also fixes the date and time at which the tender period will end. The declaration of the seller represents a binding offer for the duration of the tender period.
(2) The purchaser gives a binding online declaration of his acceptance of the offer. As regards acceptance, elargo delivers declarations on behalf of the purchaser and receives declarations on behalf of the seller.
(3) The contract of sale comes into being between the seller and the first person to declare his acceptance. elargo notifies the seller of the contact details of this purchaser.
- 6. Obtaining offers
(1) The seller gives a price indication or a minimum price. The information provided by the seller represents an invitation to potential purchasers to make offers. The seller can withdraw his invitation at any time; it has no binding effect.
(2) The potential purchaser specifies an item he would like to purchase. The details given by the potential purchaser represent an invitation to make offers. The potential purchaser may withdraw his invitation to make offers at any time; it has no binding effect.
(3) The Seller makes a binding offer online. The offer is made subject to a period for acceptance that ends on the date specified by the seller. As regards the offer, elargo delivers declarations on behalf of the potential purchaser and receives offers made by the seller.
(4) The contract of sale comes into being when the potential purchaser makes a declaration online of acceptance to an offer by a seller he has selected within the acceptance period. With respect to such declaration of acceptance, elargo delivers declarations on behalf of the seller and receives declarations on behalf of the purchaser. If the potential purchaser has submitted a declaration of acceptance, elargo passes on the contact details of the seller. elargo notifies the seller that his contact details have been passed on.
- 8. Exclusivity
(1)If a user contacts the seller or potential purchaser directly for the purpose of negotiating on the sale of items presented on the platform without making reference to the fact that he acquired knowledge of this item through elargo, the seller or potential purchaser is obliged to ask elargo whether the user acquired knowledge of this item through elargo. If the user discloses that he acquired knowledge of the item through elargo, the seller is obliged to inform elargo of this direct contact.
(2) The users oblige to close contracts only through elargo.
(3) If the seller allows on-site inspections, all users undertake to treat as strictly confidential all information that they acquire in the course of this inspection in the event that it is not generally known, even after the end of these contractual relations.
- 9. Attribution of declarations, statements and acts
(1) No declarations of intent, acts similar to business transactions or other legally relevant statements or acts arranged on the platform by elargo at the instigation of a user or provided to another user or accepted from another user are deemed declarations, statements or actions given or undertaken or received by elargo in its own name or otherwise with effect for or against elargo or as a representative of a third party; these declarations, statements or actions are solely those of the users themselves.
(2) elargo does not assume any obligation for the delivery or acceptance of goods or the provision of consideration therefor.
- 10. Remuneration
(1) The services offered by elargo are free of charge for the purchaser.
(2) After elargo has successfully sent a declaration of acceptance by the purchaser to the seller, the seller has to pay 5 % remuneration of the netto selling price plus the statutory VAT applicable at the time of invoicing. This remuneration applies for exclusive use of the online marketplace only (without additional services from elargo). Sales to purchasers resident in another EU State can only be exempted from VAT if an officially certified VAT identification number is presented. VAT charged on sales to purchasers resident outside the EU will be reimbursed on presentation of a duly stamped copy of the certificate of export with official stamp.
(3) The duty to pay remuner
ation arises when elargo has successfully sent a declaration of acceptance by the seller/purchaser to the other party and the contract of sale has thereby come into being. The duty to pay remuneration also arises if the seller concludes an agreement with a user of elargo regarding the item for sale outside the platform.
(4) If elargo sets up a closed "private exchange" area for the purchaser as per Article 9, the seller pays elargo a one-off set-up charge of Euro 500 plus the rate of value added tax in application at the time. The set-up charge becomes due for payment by the seller when the private exchange has been switched into operation. The seller also pays elargo a monthly service charge of Euro 250 plus the rate of value added tax in application on the date of invoicing. The service charge is payable at the end of the month for the month just ended. The full amount is payable even in the event that the private exchange was not in operation for the whole month.
(5) If the seller does not pay on the due date, the amount owed shall be liable for default interest at a rate of 4 (four) percent above the relevant basic interest rate as per the Discount Rate Transition Act (Diskontsatzüberleitungsgesetz) or any other interest rate based thereon. elargo retains the right to claim higher default damages in the individual case.
(6) Services which are provided to the customer are accounted seperatly.
- 11. Guarantee
elargo cannot guarantee the actual existence of a person named in the declarations of intent transmitted or received by elargo as a party making or accepting the offer. Accordingly, there will always be some doubt about the true originator of a declaration of intent. For this reason, the user making or accepting an offer is acting at his own risk with respect to the existence of the contractual partner. Similarly, elargo cannot completely exclude the possibility of a membership number or a password or an URL falling into the hands of a person who has not been authorised by a user to accept declarations of intention. This risk is to be borne by the user itself. Liability on the part of elargo is excluded under the liability rules of a messenger without authority to deliver messages.
- 12. Liability
(1) The liability of elargo for initial inability, default or impossibility is limited to the amount of remuneration owed by the seller (Article 12) and to typical and foreseeable damages.
(2) Otherwise elargo shall have unlimited liability only for malicious intent and gross negligence also of its statutory representatives and executive employees. For faults on the part of other vicarious agents, elargo shall only be liable within the scope of liability for initial inability in Article 14, Para. (1).
(3) elargo shall be liable for slight negligence (leichte Fahrlässigkeit) only in the event of breach of a duty of essential importance for achieving the contractual purpose. In case of a breach of an essential duty, the limitation of liability for initial inability in Article 14, Para. (1) applies accordingly.
(4) The liability of elargo for loss of data is limited to the costs of recovering the data that would normally have been incurred if back-up copies had been made on a regular basis in a scope commensurate with the degree of risk.
(5) Liability under the German Product Liability Act remains unaffected (§ 14 ProdHG).
(6) elargo shall not be liable for the creditworthiness of the users.
(7) elargo shall not be liable for the factual and calculated accuracy of pricing information that has been converted into other currencies.
(8) The users are liable vis-à-vis elargo for all damages suffered by elargo through a breach of these Standard Terms and Conditions. The users are obliged to indemnify elargo for all damages suffered due to defective or virus-infected data of the users.
- 13. Termination
(1) elargo may terminate the user agreement that comes into being upon registration at any time without giving the reasons. The user may also terminate the agreement at any time unless he has issued a declaration of intent (offer or acceptance) which binds him. The duty to pay remuneration remains unaffected by the termination of the user. Notice of termination must be given in writing.
(2) If elargo terminates this agreement, it has the right to deactivate the membership number of the user and delete the user data.
- 14. Handling of declaratrion / data
(1) The identification data in all declarations made by users are concealed from the other users. elargo is only entitled to disclose identification data of other users in cases where a contract has come into being and in the event of an on-site inspection. The contact details of users are notified in such cases.
(2) The identification data of the user as well as the data passed on to elargo in connection with the declarations under Articles 5 to 7 shall be stored by elargo in machine-readable form. Subject to Article 3, elargo uses the data only for operation of the platform.
(3) elargo is not obliged to delete user data immediately after certain proceedings have been completed but has the right to store such data. The user gives his consent hereto by his registration. The user can revoke his consent to the use of data at any time.
- 15. Applicable law / Jurisdiction
(1) This contract is subject to the law of the Federal Republic of Germany exclusively while ousting the application of United Nations Treaty on Contracts for the International Sale of Goods and the conflict of law provisions of private international law in Germany.
(2) The provisions of the E-Commerce-Directive of the European Union regarding information duties and the conclusion of contracts, or the German act implementing the same, do not apply.
(3) Court of jurisdiction for all legal disputes is Regensburg. elargo is also entitled to bring an action at the court of jurisdiction of the user.
- 16. Deviating standard terms and conditions / Severability
(1) The Standard Terms and Conditions of elargo shall have exclusive application. elargo does not recognise any conditions of customers which conflict with or deviate from the Standard Terms and Conditions of elargo unless elargo has given its express written consent thereto.
(2) Should any provision of this agreement be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision is to be interpreted or supplemented or substituted in such a way as to achieve the intended economic purpose to the greatest extent possible. The same applies if an omission requiring agreement becomes apparent in executing the agreement. The contractual parties shall make any amendments, supplements or adjustments to the agreement in the spirit of good cooperation and with due regard to their common economic interests.