Brenntag Connect Terms of Use

DigiB B.V., a limited liability company legally established under the laws of The Netherlands (hereinafter referred to as "Operator") is an entity of Brenntag Group, the global leader in chemical distribution, and operates the "Brenntag Connect" online service and information platform (hereinafter referred to as "Portal") and offers registered users (natural persons, users of the same company need to register individually to secure assignment of an individual account to an individual natural person) various functionalities (where activated), such as (re-)ordering and requesting products via the Internet, reviewing the order history, browsing for new products, access to relevant product and order related documents. When using the Portal, the user shall at all times observe the principles set out in these terms of use and the statutory provisions.

1. Scope of application

1.1 The following terms of use apply exclusively for the use of the Portal. The Operator always reserves the right to change these terms of use with immediate effect for the future.

1.2 For all possible current and future e-commerce transactions via the Portal, the general terms and conditions of sale and delivery ("GTC Sales") of the selling Brenntag Group entity ("Seller") as provided in the Portal shall apply. Conflicting terms and conditions of the users or their customers to these terms of use or the GTC Sales shall not apply unless, as applicable, the Seller expressly agrees to their validity in writing (for the purpose of these terms, "in writing" shall include email and facsimile).

2. Registration

2.1 Where not actively invited as an existing customer, every user interested in using the services of the Portal shall send a corresponding registration request to the Operator. The user shall transmit all data requested by the Operator and subsequently shall ensure that such data is always kept up to date for the duration of his application and/or registration. Upon complete provision of the requested data, the Operator will decide in its sole discretion whether the user will be registered. The user will be informed by the Operator in writing about the status of the registration.

2.2 The Operator is entitled to refuse or subsequently revoke the registration without giving reasons. The Operator shall not be liable for any delay or denial of the registration whatsoever.

3. Password and obligations of the user

3.1 With the confirmation of the registration request, each user will have an individual username in the form of his registered e-mail address and an individual password. Access to the services of the Portal is only possible with the combination of these two credentials.

3.2 In the event of loss of the identifiers or justified suspicion that a third party undesirably has gained knowledge of the log in-identifiers, the user is obliged to immediately change the password and inform the Operator in writing.

3.3 The user is obliged to notify the Operator in writing of the departure of other employees or third parties (e.g. consultants) from the respective company, knowing the credentials mentioned under clause 3.1, without undue delay, however at the latest upon termination of the employment or other cooperation, in order to rule out any misuse of the user's credentials. Any noted actual or threatening misuse of the Portal shall be reported immediately to the Operator. In these cases, the Operator will immediately register new credentials or at least set a new password to the user, and inform the user thereof in writing.

3.4 Until notification of such termination or misuse, the user shall be responsible and be held liable for all declarations and content posted or any other abusive behavior on the Portal by an employee or third party subject to termination.

3.5 The user shall not post any content or contributions that a) in any way violate or imperil the rights of the Operator or any third parties (in particular name rights, personal rights, trademark rights, copyrights, ancillary copyrights, etc.), b) are illegal or c) contain viruses, circumvention devices or unsolicited mass mailings (spam). The user shall observe any existing intellectual property and other property rights of third parties, and may not enter into any illegal agreements, or show conduct or concerted practices that could give rise to violations of antitrust law.

3.6 The Operator is entitled to delete objectionable content posted, and to exclude the user from further use of the Portal, especially if immoral, illegal or business-damaging content is posted.

3.7 The operator reserves the right to report violations under applicable law to the authorities of the respective country in which the user has his place of business. Furthermore, the operator reserves the right to claim damages and to exhaust possible other remedies available in the event of violations of the terms of use.

4. Request for order / placing of product orders

4.1 Based on the product list and the pricing information in the Portal, the user may send a request for order to or (re)order products from the Seller via the Portal (collectively: "Order"). In order to complete the Order process, the user needs to select the product, the order quantity, the place of delivery and the delivery date. Subsequently, the user needs to enter a purchase order (PO) reference number. By clicking the "Submit"-button in the shopping cart (checkout) area, the offer in the legal sense shall be complete and binding to the user.

4.2 Upon receipt of the Order, the Seller will examine the feasibility of the Order request, provide a notification of receipt to the user, and, as the case may be, provide (i) an order confirmation, or (ii) a counteroffer accounting for possible amendments to quantities and/or delivery dates. In case of (i), all (re)orders placed by the user via the Portal shall require an acceptance/confirmation in writing (email suffices) of the Seller or an implied acceptance/ confirmation by executing the order, and in case of (ii) all counteroffers shall require an acceptance/confirmation in writing (email suffices) of the user or an implied acceptance/confirmation by payment in order to form a binding delivery contract.

5. Deletion of the registration

Every user may request deletion of his/her registration at any time by sending a respective request to the Operator in writing. With the deletion of the registration (notification of successful deletion respectively), the right of participation of the user for the services offered by the Portal shall immediately cease. The Operator is entitled to delete an existing registration without giving reasons if – in the reasonable evaluation of the Operator – the user has given false information during registration or violates the terms of use or applicable law. A deletion of the registration is communicated to the respective user by the Operator in writing. In case of deletion of the registration, the operator immediately deletes all personal user data. The Operator shall not be liable for any deletion of registration profiles whatsoever.

6. Liability

6.1 Operators liability regarding the operation of the Portal shall be limited to gross negligence or willful intent of itself, its legal representatives or vicarious agents. The foregoing shall not apply in the event of liability arising from injury to life, body or health or in the event of a culpable violation of a duty which is material to the contract in a manner which jeopardizes the achievement of the purpose of the contract (cardinal obligation) or product liability or other cases of mandatory statutory liability. Except in the case of intent, gross negligence and damage resulting from injury to life, limb or health, liability is limited in amount to the typically foreseeable damage at the time of registration of the user, in no case exceeding EUR 100.000 per incidence and year, excluding in any case liability for indirect damage, collateral damage, consequential damage and mere financial losses as well as lost profit.

6.2 The user shall be liable for all activities that are carried out using his user account and/or data provided beyond the purpose of the Portal. User shall take all commercially reasonable steps to a) prevent illegitimate access to his user account and/or data provided, and b) secure compliance with all contractual obligations towards the Operator and applicable statutory law of actions by itself, its legal representatives, vicarious agents or any other third party, and c) innocuousness of the data provided for the Portal with regard to cyber risks, such as but not limited to malware, virus attacks etc. Liability of the user shall be excluded where such misuse or infestation of the Portal has been caused by circumstances beyond user’s reasonable control.

7. Release from liability

The user shall indemnify and hold harmless the Operator from all claims asserted by other users or other third parties against the Operator due to the violation of their rights where such violation has been caused by any culpable acts or omissions described under clause 6.2. The user shall also bear the costs reasonably incurred by the Operator for the necessary legal defenses including all court and lawyer's fees to the statutory amount. The user is obliged to provide the Operator immediately, truthfully and completely with all information necessary for the evaluation of a claim and a defense in case of a claim by third parties.

8. Warranty

8.1 The Operator does not warrant and assumes no liability whatsoever that a) any commercial information in the Portal is complete and accurate (provided "as is"), and b) the Portal is free of technical defects, in particular i) the permanent and uninterrupted availability of the Portal and its contents, or ii) the complete and accurate display/reproduction of the contents posted by the user. The services of the Portal are offered by the Operator free of charge, without any legal obligations to maintain the operations. The Operator reserves the right at all times to a) cease the operation of the Portal completely or partially, temporarily or permanently at any time without prior notice, or b) to make the use of the Portal subject to fee contribution by the users.

8.2 The Operator does not adapt any third party content placed in the Portal as its own.

8.3 The Operator shall in no way be liable for damages incurred by a user and caused by reliance on the accuracy, completeness and innocuousness of any third party content placed in the Portal.

9. Use of data and data protection

For information regarding the category, scope, place and purpose of the collection, processing and use of the personal data required for the registration and conclusion of commercial transactions, please refer to our Privacy Policy.

10. Closing provisions

10.1 All matters regarding use and the interpretation of the terms of use of the Portal, and any disputes arising in connection therewith or thereout of shall be governed by the laws of The Netherlands without its conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.2 Legal venue for all disputes shall be Amsterdam, The Netherlands. This also applies if the user has no place of general jurisdiction in The Netherlands or the EU, or his residency or habitual abode is unknown at the time the action is filed.

(Status: 2019-08-29)