1.3 Sellers and Buyers act for professional activities when they act for the purpose of trade, business or profession. The Platform is expressly not intended for consumer activities and shall not be used by the general public or consumers for any purpose.
1.4 Asellion is not in any way engaged in the offering, sale, distribution, import, export brokering or the placing on the market of mixtures and substances. Asellion's role is strictly limited to the provision and operation of the Platform. Neither Asellion nor the User shall act as an agent of the other and neither shall make any legal commitments on behalf of the other without expressed written permission to do so.
3. USER REGISTRATION AND ACCOUNT
3.1 Only Sellers and Buyers as defined in clauses 1.2 and 1.3 shall be allowed to use the Platform, after having completed the registration process for Sellers or Buyers.
3.2 A prospective Seller can initiate registration on the Platform by providing the required information. Asellion has full discretion to accept or refuse a registration. Asellion may subject the prospective Seller and employees acting on its behalf in relation to the Platform to further verification and checks in the process of registration, which may change from time to time.
3.3 A prospective Buyer can register on the Platform only after having received an invitation on behalf of a Seller to register on the Platform as a Buyer. Seller is solely responsible for inviting Buyers to the Platform and for verifying their identity. Asellion only facilitates the invitation process and does not verify or approve Buyer's identity.
3.5 The User shall keep login credentials to the Platform confidential and secure and shall ensure that the use of accounts shall be limited to the designated employees of the User.
3.6 The User shall take all such measures as may be expected from a professional party acting reasonably to prevent the introduction of computer viruses, worms, time bombs, Trojan horses, or other known harmful, malicious or destructive code to the Platform.
3.7 The User will notify Asellion without undue delay in case of any suspicion of unauthorized use of the account or loss of login. The User shall immediately notify Asellion if an account must be blocked, for example in case of dismissal or termination of employment.
4. USE OF THE PLATFORM BY SELLER
4.1 Seller warrants to only use the Platform in its capacity as a professional seller of substances and mixtures to professional buyers of such materials as indicated in clause 1.3.
4.3 Seller uses a personalized environment on the Platform ("Store") and is solely responsible, and liable, for the advertising, offering for sale, sale and any further activities related to the sale of substances and mixtures in the Store. This includes, without limitation, that accurate and appropriate information is placed in the Store. Asellion is not responsible nor liable for any of the foregoing.
4.4 The Platform provides the opportunity for Seller to upload, and keep updated, the relevant hazard information on the substances and mixtures to its sales offer, including but not limited to Safety Data Sheet (“SDS”) requirements as established in the relevant jurisdiction. Seller is responsible for providing all relevant and up-to-date information to (potential) Buyers including all information as required by applicable laws, including but not limited to the EU REACH Regulation (No. 1907/2006) and article 48 of the EU CLP Regulation (No. 1272/2008). Asellion is not responsible nor liable for any of the foregoing.
4.5 Seller warrants that it shall only invite legally established professional market parties of reputable standing who act on the market for substances and mixtures for legal purposes to register as a Buyer on the Platform. Seller shall perform all such checks as may be legally required or as may otherwise be appropriate to ensure their identity and the lawfulness of their activities and will request from time to time information or confirmation of certain facts relevant for these checks. Asellion is not responsible nor liable for any of the foregoing.
4.6 Seller predefines what and how it wishes to offer, sell and distribute substances and mixtures, including product and shipping details, eligible destinations, quantity and pricing information. Asellion is not responsible nor liable for any of the foregoing.
4.7 Seller shall not offer substances and mixtures on the Platform that are illegal, unlawful or whose trade is prohibited. Some substances and mixtures may also be prohibited in certain circumstances, for example in absence of a permit or a rightful registration.
4.8 For offers not in relation to the United States of America. Seller shall offer only substances and mixtures on the Platform that are neither regulated by specific regulations nor used in specific areas. For the European Union, examples of these substances and mixtures that may be sold on the Platform as per sentence 1 of this clause 4.8 are the substances and mixtures that are only regulated by the general EU REACH Regulation (No. 1907/2006) and the general EU CLP Regulation (No. 1272/2008) and that are not (partially) excluded from the application of these regulations. For the European Union, examples of the substances and mixtures that may not be sold on the Platform are the substances and mixtures as regulated by, but not limited to, the EU Regulation on drug precursors (No. 273/2004) and the EU Framework Directive on waste (2008/98/EC).
4.9 Seller shall comply with applicable laws in its use of the Store on the Platform as indicated in clause 4.2, also including but not limited to chemical regulations, antitrust law and export controls regulations and international sanctions against countries, persons and institutions and related measures. Related measures may include, but are not limited to, trade restrictions and financial sanctions adopted by the United Nations Security Council, or those implemented by regulations adopted by the European Union, the United States of America, or any other national or regional body which has jurisdiction over the Seller, including its subsidiaries, affiliates and employees wherever they may be located. Asellion does not guarantee that the Seller’s products or actions comply with all legal requirements and is not responsible for these.
4.10 At Asellion's request, Seller shall provide such information as requested by Asellion to demonstrate its compliance with applicable laws relevant for Seller´s activities on the Platform.
5. USE OF THE PLATFORM BY BUYERS
5.1 Buyer warrants to only use the Platform in its capacity as a professional buyer of substances and mixtures as indicated under clause 1.3.
5.3 Buyer shall adhere to all instructions and conditions imposed by Seller with respect to the use of a Store and the sale and purchase process of the relevant Store.
5.4 Buyer shall comply with applicable laws in its use of the Platform as indicated in clause 5.2, also including but not limited to chemical regulations, antitrust law and export controls regulations and international sanctions against countries, persons and institutions and related measures. Related measures may include, but are not limited to, trade restrictions and financial sanctions adopted by the United Nations Security Council, or those implemented by regulations adopted by the European Union, the United States of America, or any other national or regional body which has jurisdiction over the Buyer, including its subsidiaries, affiliates and employees, wherever they may be located. Therefore, Buyer must know and comply with the laws and regulations in the country of origin and the country of issue, as well as the countries in which the transport of the product sold takes place. In case of doubt, Buyer must obtain further information or advice, for example from the relevant supervisory authority of the jurisdiction concerned.
5.5 Buyer acknowledges that the Platform is offered and operated by Asellion and that Seller is not responsible or liable for the operation of the Platform by Asellion. The Buyer and Seller shall not have redress vis-à-vis each other in respect of the operation of the Platform by Asellion.
6. CONTRACTING ON THE PLATFORM
6.2 Any and all offers, sales and sale contracts that are concluded via the Platform are made directly and solely between Seller and Buyer and the terms and conditions agreed between Seller and Buyer apply to those contracts. Asellion is not a party to, nor in any way involved in, the purchase and sale contracts that are concluded via the Platform.
6.3 Seller and Buyer, are responsible and liable vis-à-vis each other and third parties for any offers, sales, purchases and the performance of any and all sales contracts concluded on the Platform, including but not limited to any obligations in relation to offers, payments, collection of payments, refunds, delivery, returns and warranty for defects. Seller and Buyer shall be solely responsible and liable for settling any disputes with respect to offers, sales, purchases and the performance of any and all sales contracts concluded on the Platform.
6.4 Prior to or at completion of the transaction on the Platform the Seller shall make sure that the Buyer:
- is legally established and acting professionally;
- is legally eligible to purchase substances and mixtures such as, but not limited to, hazardous goods; and
- shall buy the mixtures and substances for their professional activities;
- has read and taken into account the full item listing before making a bid or commitment to buy the substances and mixtures.
7. TERMINATION OF ACCOUNT
7.1 Both Asellion and the User may terminate the use of the Platform at any time. Asellion will provide two weeks' notice before terminating an account, except in situations in which clauses 7.3 or 11.3 apply.
7.2 After termination of a User account, Asellion shall, at the User's request, provide support as may be required to transfer such data to the User as the User must retain pursuant to mandatory law. After completion of such transfer Asellion will erase User data within a reasonable period of time. The foregoing is without prejudice to Asellion's right to use User data for the purposes described in clause 8.5, which right survives termination of Seller's account.
8. PROVISION OF THE PLATFORM
8.1 Asellion provides the Platform "as is", without any warranty as to specific functionality or results, fitness for purpose, performance, availability or error free functioning.
8.2 Asellion has no obligation to provide any specific functionalities or additional features on the Platform.
8.3 Asellion is allowed to update the Platform at any time, without prior notice and without specifying any reasons, including additions and amendments to and removal of existing features.
8.4 Asellion has access to the Store in admin mode for the purpose of providing support and maintenance.
8.5 Asellion may collect information about transaction volumes and Platform visits for purposes of logging transactions, remuneration, analytics, maintenance and support as well as for improving the functionalities of the Platform.
8.6 Asellion may engage third parties and subcontractors for the purpose of the operation of the Platform or the provision of services.
9. PRICING AND PAYMENT
9.1 Asellion shall charge the Seller such subscription fee or other payment as agreed between Asellion and the Seller. No payment shall be due unless and until the registration process has been completed. Any Seller's rights to suspension of payments or to offset are excluded.
9.2 Pricing, invoicing and payment terms for the sale and purchase of goods via the Platform shall be as agreed between Seller and Buyer only. Asellion is not involved in such terms and arrangements between Seller and Buyer.
10. PLATFORM SERVICE LEVELS
10.1 The Platform is not error free and may be temporarily unavailable in relation to inter alia unexpected technical problems or power failures as well as in case of updates to the Platform.
10.2 Guidelines with respect to availability, service levels and maintenance windows are not binding and may be amended from time to time.
11. NOTICE AND TAKE DOWN
11.1 The User will inform Asellion of any known or suspected unlawful activity on the Platform via firstname.lastname@example.org. Asellion will, at its sole discretion, investigate such notifications and, in case of any unlawful activity, will take measures in accordance with clause 11.3.
11.2 Asellion has the right, at its sole discretion, to conduct active investigation into any suspected unlawful behaviour on the Platform of which it becomes aware and may take action in accordance with clause 11.3.
11.4 The User shall provide Asellion with assistance as may be reasonably required to investigate or terminate any known or suspected unlawful activity on the Platform.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Seller retains ownership of all intellectual property rights in the content that it uploads and shall be exclusively liable for such content. Seller hereby grants Asellion a temporary, worldwide, non-exclusive license to use content uploaded by Seller for the duration of the use of the Platform by Seller to the extent required for the provision of the Platform and Platform services.
12.2 Seller grants Asellion a worldwide, non-exclusive license to use Seller's trademarks, logo, and tradename as provided to Asellion for the purpose on the Platform landing page and the Store for the duration of the use of the Platform by Seller.
13.1 The User will keep confidential all Confidential Information of Asellion and shall only use Confidential Information for the purpose of using the Platform.
13.3 To the extent that the User should be ordered by a court or arbitration panel to disclose Confidential Information, or a disclosure should otherwise be mandatory pursuant to applicable laws, the User shall inform Asellion of such obligation and shall not disclose Confidential Information without prior consultation with Asellion.
14. PRIVACY AND SECURITY
15.1 Asellion is not liable for any damage resulting from the sale and purchase of goods and services via the Platform.
15.3 Asellion hereby excludes liability for any other damage arising from the use of the Platform, unavailability of the Platform, changes to the Platform's features, termination of a User account, or any other damage based on contract, tort or other.
15.4 Asellion's limitation of liability shall not apply in case of damages arising out of wilful misconduct or intentional recklessness (opzet of bewuste roekeloosheid) by Asellion, by members of its management board and supervisory board or by its management executive officers.
15.5 Clauses 15.1-15.4 also apply to Asellion's members of the management board and supervisory board, management executive officers, employees, agents and subcontractors.
15.6 Any claim of the User against Asellion shall be unenforceable unless Asellion has received written notice of such claim no later than one year after the event of circumstance that caused the damage.
17. FINAL PROVISIONS
17.1 Sections 7:400 – 7:413 and Sections 6:227 b and c of the Dutch Civil Code are excluded with exception of any provisions of mandatory law.