General Terms and Conditions Save as pdf

1. Trading platform eumila

The trading platform eumila [in the following ‚eumila-platform‘] is a multilateral trading system for the trading of raw milk between authorized for trading participants.

The operating company of eumila platform is the eumila GmbH, in the following called 'eumila'.

Address: Koenigsbruecker Str 70, 01099 Dresden, Germany
Phone: +49 351 5633 0692
Email: info@eumila.com
Internet: www.eumila.com

The operator allows participants to use the eumila platform according to the following terms and conditions.

Other terms and conditions are not applicable without prior written consent by the user and eumila.

2. Subject of the contract

eumila operates the eumila platform and provides the technical possibility to use the eumila platform in accordance with these terms and conditions for submitting and accepting contract offers, for individual communication between the users and for the use of internet-based software applications within the eumila platform.

eumila offers the use of eumila platform in different languages and also for the international trade at the user’s own discretion.

Subject to legal commitments/separate contract agreements, eumila neither assumes any guarantee regarding the creditworthiness or identity of users, nor the regarding the lawfulness or correctness of content published by the user on the eumila – platform.

Offers may be limited in time. It is possible to define supply conditions, as far as the eumila – platform provides the technical requirements.

The supplier of goods guarantees that he has the full real and legal control over it either as owner or as a legally authorized person.

The parties handle the concluded contract with each other. eumila is neither responsible for proper settlement of the contract, nor liable for.

For the purpose of contract settlement, the participants automatically receive the contact details of the other party, stating the transaction key data as well. In the following, the parties bilaterally take care of the delivery of the purchased commodity and the payment.

The conclusion of a contract of sale will be announced on the trading platform anonymously. This information is available for at least twelve months on the eumila platform [past trade data]. Contact information will be released only after completion of trade and only to the user who has become contractor of that user who published the offer for sale.

3. Ambit

These Terms and Conditions of eumila apply exclusively in commercial dealings with business people as per § 14 BGB [German Civil Law]. They shall also apply to all future business, if they are not explicitly agreed again.

4. Application for registration

Participation in trading on eumila platform is subject to licensing by eumila. Therefor, the participant must fill out the registration form truthfully and completely and agree to the Terms and Conditions and the general data protection regulations. eumila reserves the right to check the information in accordance with statutory laws.

The eumila-platform is only for users whishing to sell or purchase goods on a business to business basis.

There is no right for admission to trading on the eumila platform. An authorization requested may be refused without any reason.

5. Registration/ User account/ Contract terms

Users oft he eumila platform have the opportunity to use all eumila services described in article 2. eumila can make the use of certain functions of the eumila – platform dependent on specific conditions [fee payment, credit, compliance with safety standards, etc.].

Taking the legitimate interests of users into account, eumila restricts the use of eumila platform if this is necessary in terms of capacity limits, the security or integrity of the server or the implementation of technical measures [i. e. maintenance].

In order to use the eumila – platform, the user has to set up an account and sign a user agreement with eumila.

Setting up a user account are subject to registration as a user. Registration is possible via the electronic registration request on the eumila platform. Also, these Terms and Conditions and any other contractual conditions are listed in this registration form to read and store on the users computer. By submitting the completed registration form and accepting these Terms and Conditions, the user submits a binding offer for a user account.

By sending the completed registration form the applicant declares that all information is correct and checked for accuracy with the diligence of a prudent businessman.

The license agreement is concluded with declaration of acceptance by eumila.

The license agreement is concluded for an unlimited period.

6. Use of the user account

A user account is assigned to an individual and not transferable. It is illegitimate to leave a user account to a third party for permanent or temporary use. This also applies in case of arbitrary and legal successions. In this case it is permitted for the conclusion of legal binding contracts, as far as is necessary.

The contract between eumila and the user license agreement obliges the user to confidentiality of its access code from any unauthorized person. The user warrants its access to eumila platform against data espionage, skimming and access of third parties.

The contract between eumila and the user license agreement obliges the user to carefully and continuously review and update the information supplied when registering. In particular, the user makes sure to keep the following data always up to date:

- A valid address according to German law and the law of the country oft he user’s company;
- Declaration of the legal representative for legal persons and partnerships with their full name and address;
- A valid email address;
- A valid phone number [no value-added service number];
- A valid fax number [no value-added service number].

The contract between eumila and the user license agreement obliges the user to inform eumila immediately in writing, if legal insolvency proceedings against the user and/or users company have been opened. The license agreement also requires a legal successor to immediately inform eumila regarding this legal succession.

The license agreement between eumila and the user requires the user to immediatly inform eumila if there is any reason to believe that his user account has been used by a third party.

7. Blocking a user account

If there is evidence that a user is violating laws, third party rights, and / or these Terms and Conditions, eumila is entitled to terminate the user account even if the license agreement has not been terminated as stated below.

For measures eumila is especially entitled in the case of:
- Failure of email communication between eumila and the user because the user’s email address is not ready to receive emails [i. e. crowded mailbox invalid address, deactivated address];
- Providing false contact details and / or identity;
- Handing over the user account to a third party;
- Using of the user account for system manipulations;
- The user violates criminal laws through actions on the eumila platform;
- Infringement of the rights of third parties [infringement of intellectual property rights].

Once a registered user has been permanently excluded, there is no claim for recovery of the disabled user account. A use under another name or in another Member Account is also inadmissible.

8. Termination of the contract

Users may terminate the contract with a period of two weeks at any time. The notice of termination must be given by written notice to eumila [see 1. Trading platform eumila].

eumila may terminate the license agreement at any time with a notice period of two weeks in written form.

9. Bidding

The bidding is a key element of the commercial functions on eumila. In the interest of the users of eumila, every user has to strictly comply with these Terms and Conditions when bidding.

Each bid on a delivery is legally binding and may be withdrawn only under certain conditions. The user must check the content of his declaration before placing a bid with the care of a prudent businessman.

Users are not permitted to bid at their own auctions.Furthermore, it is not permissible to bring about through consultation with a third party, an artificial price formation.

10. Offer for Sale

The eumila platform is a specialized trading platform for products in the B2B - trading. For this purpose eumila enables its users to carry out their trade operations independently.

Trading is possible for all items for which the technical conditions are made.

eumila reserves the right to remove or add certain items from trading on the eumila platform. When deciding to do so, eumila moves at its own discretion. Users have no right to trade specific articles on the eumila platform.

11. Conclusion of contracts

If the user publishes a sale offer of a product, it is an invitation to any other user to submit a binding offer to buy the item.

A Bid by a user of eumila platform on an auction is a binding offer to buy the product at the proposed price. It is valid until further notice or until the automatic termination after 24 hours after bidding.

The user who published a sale offer can accept the offer, reject the offer or make a proposal [counteroffer] using the corresponding button. Counteroffers are valid 24 hours and can be accepted as long as the trade is not completed and no cancellation has been made. Is the user who published a sale offer not responding to an offer of a buyer, it is considered as a rejection of the price offer.

A contract is concluded when the user accepts a price proposal within its validity by pressing the corresponding button on the eumila platform. The same applies if the user accepts a counteroffer within its validity by pressing the corresponding button on the eumila platform.

Special feature ‚Buy It Now’: The user may also publish an article with a fixed price on an offer to sell. In this case, he makes a binding offer that other users can purchase the item at the advertised price immediately. The contract comes into effect when a user clicks on the ‚Buy It Now‘ button and confirm the operation.

12. Fees

There are no fees for the activation and maintenance of a user account, for the conclusion and continuation of the usage agreement, for publishing a sales offer, for bidding on a sales offer, for a counteroffer or a buy-it-now offer.

Agent's fee: In the event the contract is concluded eumila claimed a mediation fee. The fee is payed by both users involved in the contract equally. The mediation fee is calculated as a percentage of the expected price of the delivery for which the product was sold. Decisive is the total price of the delivery based on the default values. The amount of the percentage and its calculation results from the eumila – fee catalogue which is valid at the time. Any subsequent resolution or non-performance of the contract does not affect the claim for fees.

Changes in the eumila – fee catalogue will be communicated at least one week in advance on the eumila platform.

13. Payment / Billing

Mediation fees are due as soon as the respective trade auction is closed. All other fees are due immediately upon the usage of offers which are subject to payment.

eumila is eligible to conduct the accounting to the user by email with a electronic signature to the email address provided by the user. The user may cancel the agreement by written notice to eumila for the future and require postal mailing of invoices for a cost replacement. The amount of the postage cost is resulting from the actual price.

14. Limitation of Liability

In case of a contract violation, eumila is only liable for any culpable action of legal representatives, executive employees or other employees if and to the extent eumila or their the legal representatives, executive employees or other employees have acted with intent or gross negligence.

If there is no proof of intent or gross negligence of legal representatives, executive employees or other employees of eumila the amount of liability is limited to the damages which could typically be predicted at the time of contract conclusion. In the case of article 14 § 2 eumila is not liable for indirect damages and lost profits.

15. Final provisions

The contract language is German. If the terms and conditions are used in several languages always the German version shall prevail.

The court of jurisdiction for all disputes between eumila and a user is Dresden, Germany.

German law excluding the CISG [Convention on Contracts for the International Sale of Goods] applies to the license agreement between a user and eumila.

If any provision of these terms and conditions is invalid, this shall not affect the remainder of the terms.

eumila reserves the right to add or to change these terms at any time without giving reasons. The revised terms will be sent to the user by email at least one week prior to taking effect. Does the user not object to the new terms and conditions within this email, the new terms and conditions shall be considered as accepted.

Valid from: 24. March 2014