Terms of Use

Section 1 General Provisions

(1) Freudenberg Sealing Technologies GmbH & Co KG, with its registered office in Hoehnerweg 2-4, 69469 Weinheim, Germany, registered with the Commercial Register of the Local Court of Mannheim under HRA 430900 (hereinafter referred to as "FST" or the "Platform Operator") offers entrepreneurs as defined by Section 14 of the German Civil Code [BGB] and legal persons under public law the opportunity to use the business-to-business trading system on the "Industrial Supply & Services" online marketplace operated by FST (hereinafter referred to as the "ISS Marketplace" or "ISS Platform") in accordance with the provisions of these Terms and Conditions of Use for Customers ("ISS Terms and Conditions of Use") on a permanent basis within the framework of a service contract. Users hereinafter defined as "Vendors" can offer and sell their goods via the ISS Marketplace. Users hereinafter defined as "Customers" can order and buy goods offered by Vendors via the ISS Marketplace.

(2) FST emphasises that all exchange of information on the ISS Platform takes place only between the Customer and the department of the Freudenberg Sealing Technologies GmbH & Co, KG responsible for operation of the ISS Platform (hereinafter referred to as the "ISS Operating Team") or the department responsible for the technical functionality of the ISS Platform (hereinafter referred to as "ISS Technical"), both independent departments within Freudenberg Sealing Technologies GmbH & Co. KG that are isolated from each other as well as from any other departments. Data exchange with other divisions or departments of Freudenberg Sealing Technologies GmbH & Co. KG or with companies associated with Freudenberg Sealing Technologies GmbH & Co. KG (hereinafter collectively referred to as "other FST departments") is prohibited and prevented by means of Chinese walls established between different departments (particularly the FST Sales Department). Any further reference within these ISS Terms and Conditions of Use for Customers to FST or the "Platform Operator" hereby exclusively refers to the ISS Operating Team, unless explicitly specified otherwise.

(3) These ISS Terms and Conditions of Use contain the final version of the conditions that apply between FST and the Customer for the services offered by FST within the context of this service contract. By placing an order as a guest or making an application for registration as a Customer in accordance with Section 3, the Customer recognises these ISS Terms and Conditions of Use as legally binding.

(4) Changes to these Terms and Conditions of Use shall be communicated to registered Customers by FST either in writing, by fax or by e-mail. If the Customer does not object to such changes within six weeks after receipt of the communication, the changes shall be considered to have been agreed. In the event of changes to the ISS Terms and Conditions of Use, the Customer shall be separately informed of their right to object and the legal consequences of not responding.

Section 2 Services provided by the Platform Operator

(1) The ISS Marketplace is a platform for Customers and Vendors to trade in goods, operated by FST. The ISS Marketplace has an integrated, automated message system (hereinafter referred to as "Messaging") for the purpose of simplifying communication between Customers and Vendors as well as comprehensive functions for managing and monitoring all current business transactions. Messages exchanged via this Messaging system are not anonymised or encrypted or protected in any other way. They can only be viewed by the ISS Operating Team or by ISS Technical and cannot be viewed by other FST departments or other Customers or Vendors.

(2) The services provided by the Platform Operator include, among other things:

(a) Providing options for use of the ISS Marketplace within the framework of placing an order as a guest or registration as a Customer in accordance with Section 3;

(b) Enabling the conclusion of contracts on the ISS Marketplace by means of non-binding offers from the Vendor that are subject to change in accordance with Section 4;

(c) Creating options for providing information and communication between Vendors and Customers via the Messaging system described in Para. (1);

(d) Providing registered Customers with the option of placing orders directly with other FST departments as Vendors, under the condition that these Customers are already known customers of these other FST-departments.

(3) FST reserves the right to change or expand the content and structure of the ISS Platform and the associated user interfaces for reasons of technical improvements and/or legal requirements. In addition, such changes or expansions must not significantly compromise the fulfilment of the purpose of contracts concluded with the Customer and the change or expansion must be reasonable for the Customer. FST shall inform registered Customers of the ISS Marketplace of any such measures in good time.

Section 3 Registration and access to the ISS Marketplace

(1) The ISS Marketplace can only be used by entrepreneurs as defined by the German Civil Code [BGB] and legal persons under public law. The only requirement for ordering goods via the ISS Marketplace is providing certain data and information as part of the ordering process, as described in more detail in Section 3 (2). In addition, Customers have the option to register on request in accordance with Section 3 (2). In this case, once the registration has been activated accordingly by FST, it is no longer necessary to enter the data and information specified in Section 3 (2) for future orders. Users shall not be entitled to registration and account activation by FST for the ISS Marketplace.

(2) Interested Customers can register by entering their full company and contact details, including their tax number and/or VAT ID no. and a contact on the ISS Platform via the following link

https://uk.iss.fst.com/customer/account/create

After the registration application has been sent, FST shall check the details provided by the Customer. If this check does not reveal any circumstances that would prevent the registration, FST shall, at its own discretion, conclude the registration process and activate the Customer's user account to enable their use of the ISS Platform in accordance with these ISS Terms and Conditions of Use. Further conditions, such as conclusion of a separate contract, are not required. Use of the ISS Marketplace is free of charge for Customers.

(3) The employee of the Customer who carried out the initial registration is enabled as administrator to grant other employees of the same Customer their own access permission. This can be carried out, in that the administrator is informed of the registration application of each additional employee and activates the user accounts of these additional employees themselves.

(4) The Customer is responsible for ensuring that the details they provide, particularly as part of their application for registration in accordance with Para. 2, to FST and other Customers and Vendors are accurate and complete. As a registered Customer, the Customer undertakes to immediately inform FST of all future changes to the details provided. The same also applies to all details provided by the Customer when setting up logins for employees.

(5) All logins are individualised and may only be used by the authorised Customer in each case. The Customer undertakes to keep their login and password secret and protect them against unauthorised access from third parties. The Customer is also responsible for keeping the employee logins secret and shall instruct their employees accordingly. In the event of suspicion of misuse, the Customer shall inform FST of this immediately. Once FST becomes aware of suspected unauthorised use, FST will block the potentially misused access.

(6) FST is entitled to withdraw the registration of a Customer or block access to the ISS Marketplace if one of the grounds for termination in accordance with Section 10 (3) applies.

Section 4 Conclusion of contracts on the ISS Marketplace

(1) Vendors have the option to place non-binding offers that are subject to change. Such offers can only be placed by Vendors (not by Customers) and do not constitute a legally binding offer in accordance with Section 145 of the German Civil Code (BGB) but are instead only an invitation to treat ("invitatio ad offerendum").

(2) Customers have the option to select Vendors and the goods they offer on the basis of various criteria (e.g. price, availability, delivery time, delivery costs) and make binding offers of purchase. The offers of purchase made by a Customer are binding declarations for conclusion of the non-binding offer of contract made by the Vendor. Once such an offer of purchase has been made, the Customer receives an automatically generated confirmation of receipt from the ISS Platform. This is purely a confirmation of receipt and does not comprise an order confirmation or acceptance of the offer of purchase.

(3) Vendors are free to choose whether to accept offers they receive and which offers to accept. Unless otherwise agreed between the Vendor and Customer, a contract comes into effect once a Vendor accepts the offer of purchase made by a Customer within 24 hours after receipt of the offer via written or electronic confirmation (e-mail) or by performing the service owed. The start and end of this time limit is suspended on Saturdays and Sundays and on public holidays at the registered office of the Vendor. Contracts between Vendors and Customers come into effect exclusively on the basis of the conditions agreed between the two parties. In particular, the Vendor must provide their own General Terms and Conditions of Business on the ISS Platform. Each Vendor is solely responsible for the structuring of their prices and the selection and structuring of the goods they offer.

(4) All activities carried out using the login specific to a registered Customer shall in principle be attributed to that Customer. The Customer is responsible for all declarations of intent they themselves make on the ISS Platform. The Customer bears liability for declarations made by third parties using their member account of the registered Customer in accordance with the principles of representation, including agency by estoppel and apparent authority.

Section 5 Obligations of the Customer

(1) The Customer is obligated:

(a) In the event that they are registered, to establish and maintain the required data protection measures throughout the entire term of the contract. This refers primarily to careful and conscientious handling of logins and passwords;

(b) To provide assistance with investigations into attacks by third parties on the ISS Marketplace, insofar as such assistance by the Customer is required;

(c) To do business on the ISS Marketplace exclusively in the context of commercial business operations and for commercial purposes.

(2) The Customer undertakes to refrain from taking any measures that impair or disrupt the operation of the ISS Marketplace and to refrain from accessing data that they are not authorised to access. In addition, the Customer shall ensure that the information they send and data they enter via the ISS Marketplace does not contain viruses, worms or trojans. The Customer undertakes to compensate FST for all damages resulting from any failure to observe these obligations for which they are responsible, and in addition to indemnify FST from all claims from third parties, including legal and court fees, made against FST due to failure to observe these obligations on the part of the Customer. The Customer shall support FST in defending against any such claims (e.g. by providing evidence, disclosing information, etc.).

Section 6 Performance of contracts concluded on the ISS Marketplace

(1) The performance of contracts concluded on the ISS Marketplace is a matter solely between the Vendor and the Customer. FST does not offer any guarantee that contracts concluded between Vendors and Customers on the marketplaces will be performed. FST is not under any form of obligation to ensure that contracts that come into effect between Vendors and Customers are performed.

(2) FST cannot provide any guarantee regarding the true identity and right of disposal of Vendors and/or Customers. In the case of doubt, the Vendor and Customer are, as contractual partners, constrained to inform the other contractual partner of their true identity and of their right of disposal via suitable means.

Section 7 Liability of the Platform Operator

(1) FST is liable to Customers for compensation for damages or reimbursement of fruitless expenditures in all cases of contractual and non-contractual liability in the event of intent or gross negligence in accordance with legal provisions. In other cases, FST is only liable – unless otherwise specified in clause 3 of this Section 7 Para. (1) – in the event of a breach of a contractual duty which is material to the proper fulfilment of the contract and which the Customer may as a rule rely on to be complied with (material obligation), and such liability shall be limited to compensation for loss or damage which is foreseeable and typical and the occurrence of which FST should have anticipated on the basis of the circumstances known to them upon conclusion of the contract. The above limitations and exclusions of liability do not affect FST's liability for damages resulting from injury to life, body or health and liability in accordance with applicable mandatory Pproduct Liability Acts. Liability is excluded in all other cases.

(2) FST does not accept any liability for disruptions within the service network that are not the fault of FST.

(3) FST is only liable for loss of data in accordance with the above clauses in cases and only where such loss could not have been avoided by means of appropriate data backup measures on the part of the Customer.

(4) The liability of FST does not cover disruption in contractual use of the services provided by FST on the ISS Marketplace where such disruption is caused by improper or incorrect use by the Customer.

(5) The limitations of liability listed above also apply mutatis mutandis for the benefit of vicarious agents of FST.

Section 8 Data security and Data Privacy Statement

For all information regarding the use of Customer data, FST directs readers to its separate Data Privacy Statement, to which the Customer must declare their consent as part of the registration process.

Section 9 Assignment

Partial or complete transfer of the rights of the Customer derived from the contract with FST to third parties is excluded.

Section 10 Contractual term for registered Customers

(1) In the event that the Customer is registered, the resulting contract based on these ISS Terms and Conditions of Use is concluded for an indefinite period. The contract begins upon registration of the Customer and activation of the account by FST in accordance with Section 3.

(2) The contract can be terminated by either party with a notice period of three months to the end of the month.

(3) Each party is entitled to terminate the contract without observing a termination notice period for good cause. Good cause includes in particular the following for FST:

(a) Breach of the provisions of these ISS Terms and Conditions of Use by a Customer which is not rectified within an appropriate grace period;

(b) Tortious action by a Customer or the attempt at such action, e.g. fraud;

(c) Sustained poor performance on the part of the Customer, based on the Customer being in default of payment regarding at least six invoices over a period of at least 12 consecutive months.

(d) Long-term service disruptions for reasons of force majeure that lie outside of the control of FST, such as natural disasters, fire or failure of cable networks for which FST is not responsible.

(4) In the event of extraordinary termination of the contract with the Customer by FST for good cause as defined in Section 10 (3), FST is entitled to lock the relevant Customer profile and block the access of the Customer.

(5) Any notice of termination must be given in writing. Terminations via fax or e-mail meet the requirement for the written form.

(6) The provisions of these ISS Terms and Conditions of Use apply to any individual contracts between Vendors and Customers concluded on the ISS Platform that take place prior to termination taking effect.

Section 11 Final provisions

(1) The law of the Federal Republic of Germany shall apply, with the exclusion of the provisions of the UN Convention on the International Sale of Goods and private international law. The place of jurisdiction for all legal disputes shall be Weinheim, Germany. In addition, FST shall also be entitled to take legal action at the Customer’s general place of jurisdiction.

(2) If individual provisions of these ISS Terms and Conditions of Use are or become invalid or conflict with statutory provisions, this shall not affect the validity of the other provisions of the ISS Terms and Conditions of Use.