GENERAL TERMS AND CONDITIONS OF BUSINESS
General Terms and Conditions of Business of WUCATO Marketplace GmbH
WUCATO Marketplace GmbH
Feuerseeplatz 14
70176 Stuttgart
+49 711 4599769-0
info@wucato.de
www.wucato.de
1. Scope
1.1 These General Terms and Conditions of Sale, Delivery and Payment (hereinafter referred to as "Terms and Conditions of Business") apply to all business relationships between WUCATO Marketplace GmbH (hereinafter referred to as "Wucato") and its customers. These Terms and Conditions of Business apply only if the customer is an entrepreneur within the meaning of section 14 of the German Civil Code ("BGB"), a public law entity or a fund under public law.
1.2 These Terms and Conditions of Business shall apply exclusively to all business transactions. Any conflicting or diverging terms and conditions of the customer are excluded, unless their application was expressly agreed to by Wucato. These Terms and Conditions of Business shall apply even if Wucato effects delivery to the customer without reservation while being aware of the customer's conflicting, diverging or supplementary terms.
1.3 Separate, individual agreements concluded with the customer shall take precedence over the provisions in these Terms and Conditions of Business. However, these individual agreements require written form and/or Wucato's written confirmation to be effective.
1.4 Any legally relevant representations and notices to be made to Wucato by the customer after conclusion of a contract (incl. deadlines or grace periods, notices of defects, rescission of a contract or price reductions) must be made in writing to be effective.
1.5 References to statutory requirements are for clarification purposes only. Even without such references, legal regulations and statutory requirements generally apply without limitation unless they are expressly changed or excluded in these Terms and Conditions of Business.
2. Registration, order process and conclusion of contract
2.1 Customers register on the Wucato website and get their own customer account. For this purpose, customers have to provide Wucato with the required address and contact details and information, which are used to verify their identity and perform a credit check.
2.2 The presentation of products on the platform do not yet constitute a binding offer to conclude a contract and merely inform the customer about the products before the customer can make a corresponding purchase offer.
2.3 The customer's order is the offer made to Wucato to conclude a purchase contract based on the conditions stated in the order. Any electronically transmitted orders shall not be deemed received until they are downloaded and opened by Wucato. Wucato informs the customer about the receipt of the order by means of an automatically generated order confirmation (e-mail), which does not yet represent acceptance of the customer's offer by Wucato, but merely serves as information.
2.4 The contract between Wucato and the customer is concluded by Wucato's acceptance of the contract offer made by the customer by means of a separate order confirmation sent by e-mail or delivery of the goods to the customer.
2.5 The customer waives the right to be provided with appropriate, effective and accessible technical means to detect and correct input errors, as well as to be provided with the information specified in Article 246c of the German Introductory Act to the Civil Code (EGBGB).
3. Prices and payment terms
3.1 The prices listed at the time the order is placed apply. All Wucato prices apply “ex dispatch warehouse”, plus the statutory value added tax valid at the time of invoicing.
3.2 In the event of a sales shipment (section 5.1), the customer shall bear all shipping costs ex warehouse (including any transport packing and loading costs) and any transport insurance fees if an insurance is requested by the customer. Any customs duties, fees, taxes and other public levies shall be borne by the customer. Wucato does not take back transportation packaging or any other packaging based on the packaging regulations; the packaging becomes the customer’s property with the exception of pallets.
3.3 For small orders with a net value of less than EUR 50, a minimum order quantity surcharge of EUR 6.90 applies.
3.4 Unless agreed otherwise, the agreed purchase price is due and payable within 20 days of the invoice date.
3.5 Wucato reserves the right to demand payment in advance from the customer. WUCATO shall declare the corresponding reservation at the latest when it issues the binding order confirmation. Payment by sending cash or checks is not possible. Wucato excludes liability in the event of loss.
3.6 Regardless of the means of payment, payment shall be deemed received on the date Wucato can dispose of the amount due.
3.7 The customer shall be deemed to have defaulted on the agreed payment once the payment term specified in section 3.4 expires. In the event of default, the customer will be charged late-payment interest (default interest, section 288 BGB) on the purchase price at the statutory rate. Wucato reserves the right to make additional claims for losses caused by default. Without prejudice to the above provisions, Wucato can claim commercial maturity interest within the meaning of section 353 of the German Commercial Code (HGB) if the customer is a businessperson.
3.8 The customer shall only be entitled to rights of set-off or retention insofar as the latter’s claim has been legally established or is undisputed. In the event of defects affecting the delivery, the customer's counter-rights shall remain unaffected.
3.9 Should it become apparent after conclusion of the contract that Wucato's claim to the purchase price is jeopardized by the customer's inability to perform (e.g. the customer files for insolvency), Wucato is entitled to refuse performance and - after setting a reasonable grace period - rescind the contract in accordance with statutory requirements (section 321 BGB). Without prejudice to the statutory requirements for the immediate rescission of a contract, Wucato can rescind a contract for the production of unmarketable items (products made to specification) with immediate effect.
3.10 If Wucato has a due claim for payment against the customer from the ongoing business relationship with the latter, Wucato is entitled to refuse deliveries of goods until the customer has effected the payment due. The above provision applies accordingly to any credit limit granted to the customer by Wucato.
4. Delivery period, delivery date, force majeure and delay in delivery
4.1 Delivery or performance periods/dates are agreed individually or specified by Wucato upon acceptance of the order.
4.2 All technical questions have to be resolved before commencement of the individually agreed or specified delivery or performance periods.
4.3 Wucato's adherence to any delivery and performance obligations is contingent on the customer’s due and timely compliance with all contractual obligations. The right to object to contractual non-performance remains reserved.
4.4 Wucato shall give the customer prompt written notice in the event of delays to, improper performance or non-performance of deliveries or other obligations on the part of sub-suppliers or subcontractors, despite appropriate congruent hedging transactions, or due to events of force majeure, i.e. obstacles to performance occurring without Wucato's fault or negligence and lasting more than 14 calendar days. In such cases, Wucato is entitled delay performance of the delivery or other obligation by a period of time equal to the duration of the obstacle to performance or to rescind the contract in full or in part on the basis of the unfulfilled part of the contract, provided the above information requirement has been met and Wucato has not assumed the procurement and/or production risk and the obstacle to performance is not temporary. The term “force majeure” shall refer to strikes, lock-outs, interventions by the authorities, energy and raw material shortages, delivery bottlenecks and business interruptions (e.g. due to fire, water and machine failure) that are beyond Wucato's reasonable control, and all other interruptions occurring, based on an objective assessment, without Wucato's fault or negligence. Wucato is not responsible for these circumstances even if its delivery is already delayed before the occurrence of the event.
4.5 In the event that a binding delivery and/or performance period and/or date has been agreed and is exceeded by more than four weeks due to the circumstances described above in section 4.4, or the continuation of the contract would pose an unreasonable hardship on the customer in the event of a non-binding performance date, the customer is entitled to rescind the contract on the basis of the unfulfilled part of the contract.
4.6 The above provisions shall apply without prejudice to the rights of the customer set out in section 8 of these Terms and Conditions of Business and Wucato's statutory rights including, without limitation, the exclusion of contractual obligations (e.g. due to impossibility of performance, unreasonable hardship and/or provision of a remedy).
5. Delivery, transfer of risk and default of acceptance
5.1 Delivery is effected ex dispatch warehouse, which is also the place of performance. Upon request and at the expense of the customer, the goods can be shipped to a different destination (sales shipment). Unless agreed otherwise, Wucato choose the method of shipping (including, without limitation, carrier, shipping method and packaging). The delivery is always made by the supplier to the delivery address specified by the customer. The data necessary for the delivery, especially the delivery address indicated by the customer, will be passed on to the supplier from which Wucato obtains the goods for the purpose of direct delivery. Unless otherwise agreed individually, WUCATO only delivers to delivery addresses within the Federal Republic of Germany.
5.2 Partial deliveries are permitted, provided this does not result in any unreasonable disadvantages for the customer. In particular, partial deliveries are permissible if the delivery cannot be completed otherwise for Wucato due to the procurement of the goods from the individual suppliers, or if the partial delivery can be used by the customer in line with its intended contractual purpose and the delivery of the remaining goods ordered is ensured. Each individual delivery is accompanied by a delivery note, and invoices are issued separately by e-mail/electronically.
5.3 Wucato reserves the right to supply custom-made items in commercially standardized quantities, i.e. make reasonable short or excess deliveries taking into account the interests of both parties in each individual case.
5.4 The risk of accidental loss of or accidental damage to the goods passes to the customer upon delivery of the goods to the customer. In the event of a sales shipment, the risk of accidental loss of or accidental damage to the goods as well as the risk of delay shall pass to the Client when the goods are transferred to the forwarder, carrier or any other third party authorized to collect the goods. A situation in which the customer is in default on acceptance shall be deemed tantamount to handover.
5.5 In the event the customer is in default of acceptance, fails to cooperate or is otherwise responsible for delaying the delivery, Wucato may claim compensation for the losses and any additional costs incurred (such as storage costs).
6. Reservation of title
6.1 Wucato shall retain legal ownership of the goods sold until full payment is received for all present and future claims arising out of the corresponding sales contracts and the current business transaction ("Secured Claims" in the following).
6.2 Any goods subject to retention of title by Wucato (hereinafter referred to as “goods subject to retention of title”) may not be pledged or offered as security to third parties until all Secured Claims have been paid in full. The customer undertakes to notify Wucato immediately in writing if an application for the opening of insolvency proceedings has been filed in respect of its assets or insofar as third parties have access to the goods subject to retention of title, in particular by way of seizure. In the event of access by a third party to the goods subject to retention of title, the customer undertakes to inform the third party about Wucato's ownership of the goods subject to retention of title. If the third party is not in a position to reimburse Wucato for the judicial or extrajudicial costs incurred in this context, the customer is liable for these costs vis-à-vis Wucato.
6.3 Any breach of contract on the part of the customer including, without limitation, non-payment of the payable purchase price, shall entitle Wucato to rescind the contract in compliance with the statutory provisions and demand the return of the goods sold on the basis of this retention of title and rescission of the contract (hereinafter referred to as an “enforcement event”). Should the customer fail to pay the payable purchase price, Wucato may only exercise the aforementioned rights after having set a reasonable payment deadline to no avail, unless such a payment deadline can be dispensed with in accordance with statutory requirements.
6.4 The customer is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In such cases, the following provisions shall apply in addition.
(a) The reservation of title applies to the products created by processing, blending or combining the goods subject to retention of title at their full value, whereby Wucato shall be considered the manufacturer within the meaning of section 950 BGB. If the ownership of third parties or the customer remain continue after such processing, blending or combination, Wucato acquires joint title to the new products in proportion to the invoice values of the processed, blended or combined goods. In all other respects, the same provisions that apply to any goods delivered subject to retention of title shall also apply to the new product.
(b) The customer already assigns, by way of security, any claims against third parties arising from the resale of the goods or product or from the attachment of the goods subject to reservation of title with real property to WUCATO in full, or in the amount of any co-ownership share for Wucato, pursuant to the sub-section above. Wucato hereby accepts the assignment. The contractual obligations of the customer set out in section 5.2 shall also apply with respect to the assigned claims. The assignment shall also apply to other claims that take the place of the goods subject to reservation of title or otherwise arise with regard to the goods subject to reservation of title, such as insurance claims or claims in tort in the event of loss or destruction.
(c) The customer remains entitled to collect claims in addition to Wucato. This collection authorization can be revoked by Wucato in an enforcement event. Wucato undertakes not to collect the claim as long as the customer meets its payment obligations vis-à-vis Wucato, is not in default on payment, no application for the opening of insolvency proceedings has been filed, there is no other deficiency in its ability to perform and Wucato does not assert the retention of title by rescinding the contract and demanding the return of the goods pursuant to section 3. In an enforcement event, Wucato is entitled to demand that the customer disclose the assigned claims and the corresponding debtors as well as all information necessary to collect such claims, deliver all necessary documents and notify the debtors (third parties) concerned of the assignment.
(d) In the event the realizable value of these securities exceeds Wucato's claims by more than 10%, Wucato shall, at the request of the customer, release securities. Wucato shall choose the securities to be released at its own discretion.
7. Customer’s rights based on defects
7.1 The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title, unless otherwise stipulated in the following.
7.2 The customer's contact and coordination partner in the event of defects affecting the goods is always Wucato, as the contractual partner.
7.3. The assertion of the customer's rights based on defects against Wucato is excluded to the extent that the customer can obtain satisfaction of its claims arising from rights based on defects from Wucato's supplier. For this purpose, Wucato assigns its rights based on defects to the customer in advance. The customer accepts this assignment. Any further assertion of rights based on defects by the customer against Wucato is only possible if the enforcement of the warranty claims against the manufacturer and supplier as established by a court of law has been unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations for the relevant warranty claims of the customer against Wucato is suspended.
7.4 The basis of Wucato's liability for defects is, first and foremost, the agreement reached on the quality of the goods. The information, drawings, illustrations, samples, technical specifications and data, as well as recommendations for use, contained on the platform, brochures, catalogs, advertisements, price lists or offer documents are not binding and do not represent any agreements on certain characteristics. In particular, color samples and illustrations may differ from the original for technical reasons. The aforementioned specifications are only deemed to constitute an agreement on the characteristics of the goods if and insofar as they have been expressly confirmed by Wucato as binding and have been effectively included in the individual contract. Guaranteed characteristics of the goods must be expressly designated as such by Wucato in the order confirmation. Wucato accepts no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
7.5 Any claim made by the customer based on any defect is subject to the customer having fulfilled its statutory obligation to examine the goods upon delivery and notify Wucato of any defects (sections 377, 381 HGB). Any defect discovered during examination or later on must be notified to Wucato in writing without delay. Such notice shall be deemed to have been made without delay if it is made within two weeks, whereby timely dispatch of the notice is sufficient to meet the deadline. Without prejudice to the above examination and notification obligations, the customer shall inform Wucato in writing of any obvious defects (including wrong and short shipments) within two weeks of the delivery. This notice shall again be deemed to have been made within the agreed deadline if mailed or sent within said deadline. In the event that the customer fails to duly observe its inspection and/or notification obligations, Wucato will not accept liability for any defects which have not been reported. For customers who are not businesspeople within the meaning of the German Commercial Code (HGB), the obligation to inspect and give notice of defects shall apply in accordance with section 377 (1) and (3) HGB.
7.6 Should the goods delivered be defective, Wucato can first of all choose an appropriate remedy, i.e. whether to rectify the defect (rectification) or provide goods free of defects (replacement). However, Wucato may refuse the provision of a remedy in accordance with the statutory requirements.
7.7 Wucato may make the provision of the remedy owed to the customer contingent upon payment of the agreed purchase price. The customer shall, however, be entitled to retain a part of the purchase price which is reasonable in relation to the defect.
7.8 The customer shall grant Wucato a reasonable grace period and the opportunity to provide the required remedy, which includes, but is not limited to, returning the defective goods to Wucato for examination purposes. In the event of a replacement delivery, the customer shall return the defective item in accordance with the statutory provisions. For this purpose, the customer must contact the Wucato customer service team in advance in order to reach an individual agreement on the procedure for a return/return. Any remedy provided by Wucato does not include the removal of the defective goods nor their reinstallation unless the installation was originally carried out by Wucato.
7.9 The expenses necessary for the purpose of inspection and subsequent performance, in particular transportation, travel, labor and material costs (not: removal and installation costs), shall be borne by Wucato if the goods are, in fact, defective. If, however, a customer's request for a defect to be remedied turns out to be unjustified, Wucato can demand reimbursement of the resulting costs from the customer, unless the lack of defectiveness was not apparent to the customer.
7.10 In the event that Wucato fails to remedy a defect or a reasonable grace period set by the customer for subsequent performance expires to no avail or can be dispensed with in accordance with the statutory provisions, the customer may rescind the contract or reduce the purchase price. The customer has no right to rescind the contract if the defect is immaterial.
7.11 Any claims of the customer for damages and/or for the reimbursement of expenses incurred in vain are hereby excluded, except for as expressly provided in section 8.
8. Liability
8.1 Unless otherwise specified in these Terms and Conditions of Business, including the following provisions, Wucato shall be liable for all breaches of contractual or non-contractual obligations in accordance with the statutory provisions.
8.2 Wucato shall be liable for damages – regardless of the legal basis – caused intentionally or by gross negligence. Wucato shall only be liable in the event of simple negligence
a) for damages arising from death and injury to body and health,
(b) for damage resulting from material breaches of contract (failure to perform contractual duties which are essential for the due performance of the contract and whose performance the other contracting party does and may generally trust in); in this case, Wucato's liability shall be limited to the reasonably foreseeable damage typical for this type of contract.
8.3 Notwithstanding the provisions in section 8.2, nothing in these terms shall exclude or in any way limit Wucato's liability for fraudulent concealment of defects or for any warranties or representations made by Wucato as to the nature or quality of the goods. The same applies to claims of the customer made on the basis of the German Product Liability Act (Produkthaftungsgesetz).
8.4 In the event of a breach of contractual obligations not resulting from a defect, the customer may only rescind or terminate a contract if Wucato is responsible for this breach. The right of the customer to terminate this agreement at any time (including, but not limited to, the rights granted in sections 651 and 649 BGB) is hereby excluded. In all other respects, the statutory provisions apply.
9. Limitation
9.1 Notwithstanding the provisions set out in section 438 (1) no. 3, BGB, the standard limitation period for claims for material defects and defects of title shall be one year from the time of delivery.
9.2 If, however, the goods are a building structure or an item designed for and generally used in buildings and has caused the defectiveness thereof (building material), the limitation period shall be 5 years from the date of delivery in accordance with the statutory provision (section 438 (1) no. 2 BGB). The above provisions shall be without prejudice to the special statutory requirements governing third parties' proprietary claims for the return of property (section 438 (1) no. 1, BGB), fraudulent concealment by the seller (section 438 (3) BGB) and recourse claims in case of deliveries to consumers (section 479 BGB).
9.3 The above limitation periods contained in the German sale of goods legislation shall also apply to all contractual and non-contractual claims for damages made by the customer based on defective goods, unless the applicable statutory provisions require shorter limitation periods in individual cases (sections 195, 199 BGB). Irrespective of the above provisions, nothing in this agreement is intended to limit or exclude the limitation periods for claims under the German Product Liability Act. In all other respects, any claims made by the customer for damages under section 8 are subject exclusively to the applicable statutory limitation periods.
10. Final provisions
10.1 The law of the Federal Republic of Germany shall apply to these business relationships and all legal relationships between Wucato and the customer to the exclusion of international uniform law, in particular the UN convention on the sale of international goods. The legal requirements and effects of the retention of title clause in section 6 shall be subject to the laws applicable in the location where the goods are stored to the extent the laws of the Federal Republic of Germany are invalid or ineffective.
10.2 In the event the customer is a businessperson within the within the meaning of the German Commercial Code, a public law entity or a fund under public law, the exclusive and international place of jurisdiction for all disputes arising from or in connection with the contract shall be the court of competent jurisdiction at Wucato's head office in 70178 Stuttgart, Germany. Wucato does, however, reserve the right to bring its claims against the customer at the latter’s general place of jurisdiction.
General Terms and Conditions of Use for the Online WUCATO Marketplace of WUCATO Marketplace GmbH
(Version dated: January 2019)
These Terms and Conditions of Use apply in the version valid at the time of conclusion of the contract to the use of the services offered by the online marketplace at wucato.de ("WUCATO Marketplace") of WUCATO Marketplace GmbH, Feuerseeplatz 14, 70176 Stuttgart ("WUCATO") by the customer as the end user ("WUCATO User").
Section 1 Services offered and availability
(1) WUCATO provides the WUCATO User with the WUCATO Marketplace, an e-commerce platform featuring various services, which you as a WUCATO User can use to make purchases from WUCATO, as well as from participating suppliers. Only entrepreneurs (section 14 BGB), legal entities under public law or funds under public law are entitled to use the WUCATO Marketplace.
(2) The services provided via the WUCATO Marketplace can include, in addition to the sale of goods, making product data, electronic media, information and other content (hereinafter collectively referred to as "Content") available, or the connection of the WUCATO Marketplace, via an EDI connection, to the enterprise resource planning system of the WUCATO User in return for payment.
(3) WUCATO reserves the right to add new services to the services offered on wucato.de or to temporarily limit the use of the services provided. The WUCATO User has no entitlement to certain services or parts of the Marketplace being kept.
(4) There is no entitlement to uninterrupted use for free services. No guarantee is provided that access to, or use of, wucato.de will not be interrupted or impaired by maintenance work, further developments or otherwise by malfunctions, which may also lead to loss of data. WUCATO strives to ensure that the usability of the WUCATO Marketplace is as uninterrupted as possible. Nevertheless, technical malfunctions (such as power supply interruptions, hardware and software errors, technical problems affecting data lines) can cause temporary restrictions or interruptions.
(5) WUCATO is also entitled to cancel, on behalf of the suppliers, orders for goods that have not been accepted by the supplier within 30 days after notification of the order. WUCATO will inform the WUCATO User separately about this.
Section 2 Registration for the WUCATO Marketplace
(1) The WUCATO User must register in order to use the WUCATO Marketplace. The contact person of the WUCATO User must be authorized to register and execute purchase contracts. Natural persons are prohibited from registering, unless the registration is made in the context of commercial or professional activity.
(2) During the registration process, the WUCATO User will receive access details from WUCATO. These consist of a user name and a password that users can define themselves. In addition, all information required on the electronic registration form, such as address, contact and payment details, must be provided in full and correctly upon registration. When registering, the WUCATO User must not impersonate another person or use a name that the WUCATO User is not authorized to use.
(3) If this data changes in the course of the user relationship, the WUCATO User must contact WUCATO immediately by sending an e-mail to service@wucato.de and communicate the updated data. If costs are incurred by WUCATO or the suppliers as a result of incorrect information (for example erroneous postings due to incorrect account information), the WUCATO User is obliged to reimburse such costs.
(4) By sending the registration request, the WUCATO User submits an offer to WUCATO to enter into a user relationship based on these Terms and Conditions of Use. Acceptance of the offer shall be at WUCATO’s discretion. If the registration is not confirmed within a reasonable period, the WUCATO User is no longer bound by the offer. Upon receipt of the e-mail confirmation, a user relationship is established in accordance with the agreement and WUCATO activates the requested access. From the time of activation, the WUCATO User is entitled to use the WUCATO Marketplace in line with these Terms and Conditions of Use. For this purpose, the WUCATO User must first of all confirm the activation in advance by clicking on the link contained in the e-mail.
(5) WUCATO customers may register only once. Their registration, the contractual relationship and the WUCATO user account, including the access details, are not transferable.
Section 3 Making purchases on the WUCATO Marketplace
(1) Upon registration, WUCATO will activate the WUCATO User for the services offered by the WUCATO Marketplace. A WUCATO User can buy goods offered by WUCATO as well as by the suppliers activated for the WUCATO User. The seller is shown in the relevant product page in the WUCATO Marketplace.
(2) WUCATO provides the WUCATO User with the option of using individual conditions which the WUCATO User is granted by suppliers belonging to the WUCATO Marketplace on the WUCATO Marketplace as well. For this purpose, the WUCATO User is obliged to indicate which suppliers have already granted individual conditions, as well as the corresponding customer number. The supplier is then informed about the registration of the WUCATO User as a regular customer and provides WUCATO with verification of the latter’s details. The individual conditions stored by the supplier for the WUCATO User are displayed and granted to the latter. Provided the WUCATO User has logged in, the individual conditions are displayed to the latter. The terms and conditions displayed shall apply to the orders placed by it.
(3) WUCATO only becomes the contractual partner of the WUCATO User if goods are sold by WUCATO. The purchase of goods from WUCATO is subject to WUCATO’s General Terms and Conditions of Sale, Delivery and Payment.
(4) If goods are ordered from the suppliers, the purchase agreement is concluded directly between the WUCATO User and the supplier. The general terms and conditions of business of the relevant suppliers apply to the purchase of goods from the suppliers. In such cases, WUCATO is not the contractual partner of the contract concluded via the WUCATO Marketplace, but merely provides the e-commerce platform as a service provider. In this case, the WUCATO User authorizes WUCATO to act as an intermediary and transmit purchase offers directly to the relevant supplier for the purchase of goods in the WUCATO Marketplace on the User’s behalf. WUCATO does not mediate disputes between the parties or enforce the performance of these agreements.
(5) Upon registering for the WUCATO Marketplace, the WUCATO User agrees to the electronic dispatch of invoices by WUCATO and the suppliers.
Section 4 Responsibility for the access details
(1) Access details including passwords must be kept secret and must not be made accessible to unauthorized third parties under any circumstances.
(2) It is also the responsibility of WUCATO Users to ensure that only they, or persons authorized by them, access the WUCATO Marketplace and use the services available at wucato.de. If there are concerned that unauthorized third parties have gained or will gain access to the access details, WUCATO must be informed without delay.
Please note: WUCATO Users are fully responsible for any use and/or other activity in the WUCATO Marketplace performed using their access details.
Section 5 Blocking of access
(1) At its own discretion, WUCATO may temporarily or permanently block access to all or individual parts of the WUCATO Marketplace if there is concrete evidence suggesting that the WUCATO Users are in breach of, or have breached, these Terms and Conditions of Use and/or applicable law or if WUCATO has another legitimate interest in blocking access. Appropriate consideration shall be given to the WUCATO User's legitimate interests when making the decision regarding blocking. If the WUCATO User repeatedly violates these Terms and Conditions of Use, WUCATO reserves the right to block the account permanently.
(2) In the event of a permanent or temporary block, the access rights shall be blocked and the WUCATO Users notified thereof by e-mail.
(3) In the event of a temporary block, the access rights shall be reactivated at the end of the blocking period or when the reasons for the block are definitively eliminated and the WUCATO Users shall be notified thereof by e-mail. Permanently blocked access rights cannot be restored. Permanently blocked persons are permanently excluded from participation in the WUCATO Marketplace and are not allowed to register again.
Section 6 End of use
(1) WUCATO User can terminate the access at any time by notifying WUCATO in written or electronic form. WUCATO also reserves the right to terminate access in full or in respect of individual services subject to a notice period of 14 calendar days in written or electronic form.
(2) In the event of a full termination of use, WUCATO is entitled to irretrievably delete all data created in connection with participation in the WUCATO Marketplace upon expiry of 30 calendar days after the termination becomes effective and after the expiry of any statutory retention periods. As far as personal data is concerned, the statutory regulations on data protection apply as a matter of priority, and may also provide for a shorter period for erasure.
Section 7 Scope of permitted use, rules of conduct, monitoring of usage activities
(1) The right of use is limited to access to the WUCATO Marketplace as well as to the use of the services available in the WUCATO Marketplace within the context of the provisions set out in these Terms and Conditions of Use.
(2) WUCATO Users are responsible for meeting the technical requirements for the contractual use of the services in their area of responsibility (in particular hardware, web browser and Internet access). WUCATO does not owe any advice in this regard.
(3) WUCATO reminds WUCATO Users that usage activities can be monitored to the extent that is legally permissible under the German Telemedia Act (TMG) and the applicable regulations on data protection or that there may be a statutory obligation for WUCATO to monitor them. This may also include logging of IP connection data and analyzing it in the event of a concrete suspicion of a violation of these Terms and Conditions of Use and/or in the event of a concrete suspicion that any other illegal act or criminal offense has been committed.
Section 8 Protection of Content, responsibility for third-party content
(1) The Content available via the WUCATO Marketplace is largely protected by copyright, trademark and competition law or by other property rights and is, in each case, the property of WUCATO, the suppliers or other third parties that have made the Content in question available. The compilation of the Content in the WUCATO Marketplace is also protected by copyright in itself. WUCATO Users can only use this content in accordance with these Terms and Conditions of Use and as specified in the WUCATO Marketplace.
(2) The Content available via the WUCATO Marketplace originates partly from WUCATO and partly from other WUCATO Users or other third parties. Content from suppliers and other third parties is hereinafter referred to collectively as "Third-Party Content".
(3) WUCATO does not check Third-Party Content for completeness, correctness and legality, meaning that it does not assume any responsibility or warranty regarding the completeness, correctness, legality and topicality of the Third-Party Content. This also applies with regard to the quality of the Third-Party Content and its suitability for a particular purpose.
Section 9 Right of use of Content available at wucato.de
(1) Unless further use is expressly permitted in these Terms and Conditions of Use or enabled in the WUCATO Marketplace by way of a corresponding function (e.g. download button),
a) WUCATO Users may only use the Content available in the WUCATO Marketplace for their own internal business purposes to achieve the purpose of the agreement. Commercial use of the available Content is generally prohibited. This right of use is limited to the duration of the contractual use of the WUCATO Marketplace;
b) WUCATO Users are prohibited from editing, modifying, translating, presenting or displaying, publishing, exhibiting, reproducing or distributing the Content available in the WUCATO Marketplace in full or in part. It is also prohibited to remove or alter copyright notices, logos and other marks or protective notices.
(2) WUCATO Users are only entitled to download Content as well as to print Content insofar as a download or print option is available as function (e.g. by means of a download button).
(3) WUCATO Users are given a non-exclusive right, for an indefinite period, to use the duly downloaded or printed Content for their own purposes. If WUCATO Users are provided with Content in return for payment, a further condition for this granting of rights is receipt of the full payment for the Content concerned. Otherwise, all rights to the Content remain with the original rights holder.
(4) The mandatory statutory rights (including reproduction for private and other own use according to section 53 of the German Copyright Act (UrhG)) remain unaffected.
Section 10 Prohibited activities
(1) The services available via the WUCATO Marketplace are intended exclusively for internal use by WUCATO Users. Unauthorized use includes, in particular, the use of the services and Content available via the WUCATO Marketplace in return for payment.
(2) WUCATO Users are prohibited from any activities on or in connection with the WUCATO Marketplace that violate applicable law or infringe the rights of third parties.
(3) Any action that has the potential to impair the smooth operation of wucato.de, in particular to place a disproportionately high load on WUCATO’s IT systems, is also prohibited.
Section 11 Data protection
(1) WUCATO’s quality standards include handling the personal data of WUCATO User (this data is hereinafter referred to as "Personal Data") responsibly. As a result, WUCATO only collects, saves and processes Personal Data resulting from the registration process, as well as from the use of the available services, insofar as this is necessary for the contractual performance and permitted under the statutory provisions. WUCATO shall treat the Personal Data as confidential and in line with the provisions of the valid data protection legislation, and shall not pass it on to third parties.
(2) Please also refer to WUCATO's Privacy Policy for more detailed information.
Section 12 Limitation of liability
(1) In connection with use of the services in the WUCATO Marketplace, WUCATO’s liability for slightly negligent breaches of duty is excluded, unless they involve damage resulting from injury to life, limb or health or guarantees or claims under the German Product Liability Act. Liability for breaches of obligations the fulfillment of which enables the due and proper implementation of the user relationship in the first place and in whose fulfillment WUCATO Users can generally be expected to trust, also remains unaffected. The same applies to breaches of duty by our vicarious agents.
(2) Insofar as WUCATO’s liability is excluded or limited based on these provisions, this shall also apply to the liability of WUCATO’s executive bodies and vicarious agents, and in particular to WUCATO’s employees.
Section 13 Changes to services, price changes
(1) WUCATO is entitled to change services provided free of charge in the WUCATO Marketplace at any time, to make new services available free of charge or in return for a fee, and to discontinue the provision of free services. WUCATO will take the legitimate interests of the WUCATO Users into account in this respect.
(2) In each change notification, WUCATO Users will be informed separately about the consequences of the change and their right to object/terminate.
Section 14 General provisions
(1) Detailed information about WUCATO as the operator of wucato.de can be found in the legal notice.
(2) German law shall apply, to the exclusion of German international private law and the UN Convention on the International Sale of Goods (CISG).
(3) If the WUCATO User is a businessperson, the exclusive place of jurisdiction is the place where WUCATO has its registered office. WUCATO shall also have the right to take legal action in the place where the WUCATO User has its registered office.
(4) Should any provision of these Terms and Conditions of Use be or become ineffective, this shall not affect the effectiveness of the remaining provisions. In such cases, the Parties undertake to cooperate to draft provisions that are legally valid and come as close as possible to achieving the economic purpose of the invalid provision. The foregoing shall apply mutatis mutandis to closing any gaps in the agreement.