Contractual and business conditions for participation OTS EMPIRE CARPETS INTERNATIONAL N.V., Brugsestraat 140, 8531 Hulste, Belgium, 11-10-2014
1 Object of the conditions / area of applicability
1.1 These conditions shall be applicable to the participation in B2B portal OTS
These business conditions shall be valid in connection with EMPIRE CARPETS INTERNATIONAL General Conditions and existing contractual works and shall form a substantive part of the agreement. Supplementary or divergent business conditions of the participant shall only become valid, if they have been expressly accepted in writing by EMPIRE CARPETS INTERNATIONAL N.V.. The unconditional compliance with the agreement shall not represent an acceptance of such trading conditions by the participant.
1.2 EMPIRE CARPETS INTERNATIONAL N.V. shall at all times be free to make changes to the business conditions..
1.3 The present business conditions shall also apply to future business connections of the parties.
2 Conditions of participation
2.1 The participant shall draw up the technical conditions of the Internet access at his expense.
2.2 The participant shall have an obligation to maintain confidential passwords and user names. The participant shall bear responsibility for activities undesired by him taking place via his access entitlement (password, user name).
2.3 The participant shall commit himself to other participants in training and to other Internet users, not to disperse any statements, which are injurious, threatening, obscene, racially motivated, or otherwise contrary to public decency, or to existing legislation.
2.4 The participant shall commit himself to use e- mail addresses, or other data solely within the framework of the performance of B2B processes and not to use them for commercial purposes or give access thereto to third parties.
3 Implementation of the right of participation
The participant shall confirm through using the EMPIRE CARPETS INTERNATIONAL website, that he accepts the present business conditions. In the event of an infringement of the contents of the present agreement, EMPIRE CARPETS INTERNATIONAL N.V. shall have the right to revoke the right of access at any time.
4 Legal obligations
The participant shall commit himself to accept inquiries, contracts, orders and information made available through OTS EMPIRE CARPETS INTERNATIONAL N.V.. This stipulation shall not require written confirmation. In the event of errors of writing, printing or calculation on the website, EMPIRE CARPETS INTERNATIONAL N.V. shall be entitled to withdraw.
5 Patent rights
Participants shall not give, rent, lend copies of documents to third parties or grant copyright in any other form to the latter, either for valuable consideration or free of charge. The contents made available by us, shall be protected by copyrights of EMPIRE CARPETS INTERNATIONAL N.V. authors. All related rights, in particular, the right of their reprinting, translation, reproduction using photomechanical or other means, their storage and processing using electronic data processing or their distribution via computer networks even in the form of extracts, shall be reserved to the holders of the copyright. Participants shall receive no property or exploitation rights concerning the contents or programs made available to them.
6 Framework conditions
6.1 OTS EMPIRE CARPETS INTERNATIONAL N.V. shall supply its services on the basis of the current state of the Internet and the technical, legal and commercial framework conditions for the use of the Internet. OTS EMPIRE CARPETS INTERNATIONAL N.V. shall not have an obligation to extend the possibilities of use corresponding to technical developments.
7 Obligations to cooperate
7.1 The participant shall be responsible for his identification required for the purposes of access (user name, password and other access identification and/or passwords, in particular for keeping them strictly confidential) and shall be liable for any damage arising from the loss or abuse of the said identification. He shall inform EMPIRE CARPETS INTERNATIONAL N.V. without delay as soon as it shall have come to his knowledge that unauthorised parties third parties have learned about certain access identifications or a personal password. If there is reason to suspect that a third party could have learned
about his password, he shall change the same immediately.
7.2 The participant shall moreover also have an obligation not to use the OTS EMPIRE CARPETS INTERNATIONAL N.V. functions in a legally abusive fashion and shall have, in particular, an obligation on the grounds of general correct use - not to import contents or information into Internet, or to broadcast the same via that medium, which infringe legal stipulations, personality rights and/or the patent rights of third parties or public decency;
- to take into account recognized principles of data protection and to comply therewith (e.g. to keep secret access identifications and passwords and to protect them from use by unauthorised third parties);
- to point out in a suitable manner the need to comply with the obligations, to all and any person to whom he shall make available the use of the OTS EMPIRE CARPETS INTERNATIONAL N.V. services as well as
- to ensure compliance with legal stipulations and those of the authorities, to the extent that this may become necessary for the performance of the contractual relationship at present or in the future. In the event of an infringement of the present obligations, the participant shall have an obligation to compensate OTS EMPIRE CARPETS INTERNATIONAL N.V. for any damage arising from the said infringement. The participant shall likewise indemnify OTS EMPIRE CARPETS INTERNATIONAL N.V. against any claims by third parties, which are based on the said infringement of the present obligations. Other claims, in particular claims for the closedown of the contents by OTS EMPIRE CARPETS INTERNATIONAL N.V. and/or for extraordinary termination, shall remain unaffected.
8.1 OTS EMPIRE CARPETS INTERNATIONAL N.V. shall give a warranty in respect of network availability within the framework of its own sphere of control and responsibility; a warranty on the permanent availability cannot be given. Apart from this it is known that software defects cannot be entirely excluded, notwithstanding the greatest possible care and observance of generally accepted program rules. If the participant observes defects, these shall be complained about without delay, but in any event not later than within two weeks.
9.1 OTS EMPIRE CARPETS INTERNATIONAL N.V. shall be liable without limit for items of damage, which have been caused intentionally or by the gross negligence of legal representatives or senior employees of OTS EMPIRE CARPETS INTERNATIONAL N.V.. The same shall also apply to contractual and noncontractual (tortuous) claims and in the case of an absence of contractually guaranteed characteristics. In cases where only ordinary junior employees of OTS EMPIRE CARPETS INTERNATIONAL N.V. shall have been guilty of gross negligence, the liability shall be limited to those items of damage, whose occurrence must typically be reckoned with in the context of the contractual relationship.
9.2 In the case of simple negligence, OTS EMPIRE CARPETS INTERNATIONAL N.V.shall not be liable for direct damage, consequential damage, or a loss of profits, as far as no infringement of substantive contractual obligations has been involved. Where OTS EMPIRE CARPETS INTERNATIONAL N.V. shall be liable for the infringement of substantive contractual obligations, the said liability shall be limited to typically predictable damage.
9.3 Liability for initial incapacity, delay and impossibility to take action, which shall be justified by OTS EMPIRE CARPETS INTERNATIONAL N.V., shall also be limited to the said damage the occurrence of which must be reckoned with within the framework of the contractual relationship.
9.4 OTS EMPIRE CARPETS INTERNATIONAL N.V. cannot accept liability for the correct functioning of infrastructures and for Internet transmission routes or for information transmitted by the same (neither in respect of their completeness, correctness, or of their being up to date, or of the fact of their being unencumbered by the rights of third parties. Furthermore, OTS EMPIRE CARPETS INTERNATIONAL N.V. shall not accept liability for use malfunctions caused by the actions of third parties outside OTS EMPIRE CARPETS INTERNATIONAL N.V. area of responsibility.
If the participant is a trader, a legal person governed by public law or a public separate estate, or if he has no general place of jurisdiction in the country, the place of jurisdiction in respect of any disputes arising directly or indirectly from the present contractual relationship concerning financial questions, shall be Kuurne, Belgium.
11 Final stipulations
11.1 In respect of agreements and contractual relationships of the parties concluded on the basis of the present business conditions, only Belgian law shall apply.
11.2 No secondary verbal agreements shall exist. Provided that no change to the present business conditions in accordance with number 1 shall take place, changes or supplements shall require written form, or a qualified electronic signature in accordance with the law on signatures, in order to become valid. This shall apply equally to any change to the present form requirements. The dispatch of communications to OTS EMPIRE CARPETS INTERNATIONAL N.V. by e-mail shall only meet the requirements of written form if this is expressly allowed in the present General Conditions.
11.3 The participant can transfer the rights and obligations flowing from the present contractual relationship to a third party only after the prior written consent of OTS EMPIRE CARPETS INTERNATIONAL N.V..
11.4 Should individual stipulations of an agreement concluded on the basis of the present conditions, or on the basis of the General Business Conditions, prove invalid, the remaining business conditions shall remain unaffected. In such a case, the parties shall have an obligation to replace the invalid business condition by a valid one which shall approach the object of the invalid business condition as closely as possible.
EMPIRE CARPETS INTERNATIONAL N.V., Hulste, Belgium 11-10-2014