General Terms and Conditions of Use for the OEC Supplier Portal
1 Purpose and Scope
Orion Engineered Carbons GmbH (hereinafter referred to as "OEC") provides a Supplier Portal (risource.orioncarbons.com) as a communication platform to establish and maintain business relationships between customers and suppliers. The OEC Supplier Portal is used to publish and process electronic tenders and auctions, to transfer purchase order information, and to process external services. Suppliers may use the portal at no cost; use of the portal is regulated in these Terms and Conditions of Use. These General Terms and Conditions of Use are found on the homepage of the application.
2 Definitions
2.1 Customer
In the OEC Supplier Portal, customers are organizations that publish tenders and auctions on the OEC Supplier Portal and that provide suppliers with purchase order information for further processing through the OEC Supplier Portal
2.2 Supplier
In the OEC Supplier Portal, suppliers are companies that have business relationships with the customers of the OEC Supplier Portal. Suppliers can enter quotes for price inquiries, tenders, and auctions on the OEC Supplier Portal electronically; they can also confirm purchase orders for the provision of services and create service certificates.
2.3 Profile Administrator
A profile administrator is the suppliers' employee who is allowed to change the supplier's contact information on the OEC Supplier Portal and create or edit information for other users.
2.4 Users
Users are employees authorized by the supplier's profile administrator to use the OEC Supplier Portal.
2.5 Purchasing Process
Price inquiries, tenders, or auctions processed on the OEC Supplier Portal.
3 Scope and Services of the OEC Supplier Portal
Customers enter the purchasing process on the OEC Supplier Portal. The suppliers that are invited to the purchasing process can enter their quote information electronically. As regards services processing, suppliers are provided with service purchase orders/release orders from the various customers based on framework agreements on the OEC Supplier Portal. After the order has been confirmed, the suppliers create bills of services for the purchase orders based on the schedules for work and materials agreed upon in the framework agreement and stored on the OEC Supplier Portal. Other downstream business processes thereafter are processed on the OEC Supplier Portal. The valid version of these General Terms and Conditions of Use applies to use of the OEC Supplier Portal. The OEC Supplier Portal is not directed at consumers in terms of Section 13 of the German Civil Code (BGB). By registering, the supplier confirms that it is acting as or for a company; in other words, it is acting within the scope of its commercial or professional duties. Section 312 e (1) sub-sections 1-3 BGB do not apply. OEC provides the services within the scope of these terms and conditions on the basis of the respective technical, legal, and commercial framework conditions for using the Internet. OEC may change existing services or offer other services on the OEC Supplier Portal. The OEC Supplier Portal does not guarantee interruption or disruption-free operation.
4 Registration
To ensure security of the business transactions, access to and use of the OEC Supplier Portal is restricted to registered suppliers and users. The supplier accepts the General Terms and Conditions of Use by confirming this on the homepage of the OEC Supplier Portal.
OEC may check the suppliers' registration details by gathering information itself or have it gathered by a third party. OEC may request proof that users registered by the suppliers have actual authority. Suppliers shall provide the information required for registration described in the section on supplier profile completely and truthfully and shall update the information on the portal without delay if any changes occur. Suppliers accept the General Terms and Conditions of Use with a signature from management in the supplier profile document required to register on the OEC Supplier Portal. Consent to use the OEC Supplier Portal is given when the supplier is activated to use the platform. The supplier is informed by e-mail about the activation. At the same time, it receives the user ID and initial password. When accessing the portal for the first time, the supplier is asked to change the password provided by OEC to a password only it knows. The access information allows suppliers to view or change their information. OEC may refuse registration for factually justified reasons, especially if suppliers provide false or misleading information when registering or if there is reason to suspect this.
5 OEC's Rights
5.1 Usage Rights
OEC may provide information from the company portal to all customers of the OEC Supplier Portal for as long as the OEC Supplier Portal is used.
5.2 Blocking Unauthorized Content
If it has knowledge of illegal or unauthorized content, OEC will block this content. Unauthorized content includes quotes or requests that breach legal regulations, in particular penal law or the morals of society.
5.3 Withdrawal of Authorization to Use the Portal in Case of Misuse
OEC may prevent suppliers from using certain services of the OEC Supplier Portal temporarily or permanently if the suppliers breach the obligations described in the section on suppliers' duties or any other contractual or legal obligations while using the portal. OEC may block the suppliers' portal information temporarily or permanently as soon as it gets to know of a breach of obligations.
5.4 Liability
Regardless of the legal basis, OEC, its legal representatives, and employees of OEC will be liable only for gross negligence, intent, or if the breached obligation is essential to achieve the purpose of the agreement. In cases of simple breach of essential obligations, liability will be limited to compensation for damage and expenses for damage that is foreseeable and typical for this type of agreement. This will not apply if OEC is compellingly liable in cases of death, injury, damage to health, or other reasons.
6 Suppliers' Duties
6.1 Observing the General Terms and Conditions of Use Suppliers shall observe these Terms and Conditions of Use. Suppliers shall obligate the profile administrator and other users to observe these Terms and Conditions of Use.
6.2 Choosing Competent Employees, Rights of Representation The supplier may name and set up in the system only natural persons with the appropriate competency as profile administrators and users. They must grant them the authority to submit and accept letters of intent in their own name.
6.3 Duties of the Profile Administrator
The supplier is responsible for registering and continuously updating or blocking its users on the OEC Supplier Portal. It shall ensure that the requirements of the German Federal Data Protection Law are adhered to.
6.4 Technical Requirements and Data Review Obligations
The supplier shall provide all the technology and equipment needed to use the OEC Supplier Portal. This applies especially to all the required devices, data transfer lines, telecommunication services, and to the purchase of browsers. The supplier shall conclude the corresponding agreements with third parties in its own name and shall ensure that applicable international, European, and national regulations are adhered to.
6.5 Ban on Manipulation
The supplier must not manipulate the services of the OEC Supplier Portal in any way whatsoever; in particular the supplier must not make any entries or transfer any data that contains or could contain or which is suitable for containing viruses, trojans, or similar executable program code. Furthermore, the supplier must not damage, view, capture, forward, or delete information or systems and must not grant unauthorized persons access to information systems or areas. The supplier must not use mechanisms, software, or other routines that could disrupt or excessively overload the OEC Supplier Portal.
6.6 Security of User's Access Information
Access information must not be provided to third parties and it must be ensured that third parties have no access to or the possibility of using this information. This applies especially to the suppliers' employees who are not named as profile administrator or users. Actions carried out using the access information of a profile administrator or users are deemed to be the actions of the profile administrator or the users and the supplier will be deemed responsible.
6.7 E-Mail Address
The supplier will ensure that it is possible to receive e-mail at the e-mail address stated in the supplier profile registration form. Therefore, it must ensure that its address information and the like are kept up to date. 6.8 Ban on Unauthorized Content Unauthorized content includes quotes or requests that breach legal regulations, in particular penal law or the morals of society. The supplier shall inform OEC immediately of any particular suspicions it has regarding such breaches.
6.9 Ban on Alteration and Utilization; Industrial Property Rights
The supplier must not alter the OEC Supplier Portal or any parts thereof; furthermore, it must not publish, transfer, store, or copy it, nor produce, distribute, or display content derived from the portal or utilize the services and information in any other way. The supplier agrees not to breach industrial property rights, copyright, or any other similar rights of other suppliers or customers.
6.10 Archiving
OEC is not obligated to archive information or documents. The supplier must take suitable technical precautions to archive documents that are required for legal or taxation reasons at its own cost.
6.11 Confidentiality
The parties to the agreement shall treat all business secrets or similar information that they get to know of within the scope of their business relationship as confidential. The confidentiality obligation will not apply to information, data, or knowledge that a party can prove it knew of or that was publicly accessible before it got to know of it through the business relationship or that became publicly accessible at a later date without the respective party being responsible for this, or to information that was made accessible at any time by a third party that the party, to the best of its knowledge, believes is authorized to divulge that information. The confidentiality obligation shall apply for a period of three years from the date on which the party got to know of the information or data. Third parties in terms of this agreement are not affiliates of the parties pursuant to Sections 15 ff of the German Stock Corporation Law (AktG) or other persons obligated to maintain secrecy by law or by contract.
7 Formation of Contracts through Use of the Tender and Auction Functionality
In a tender or auction the terms and conditions of contract (including General Terms and Conditions of Purchase Order) of the respective customers or suppliers can be viewed. Quotes from suppliers are provided on this basis and are thus binding. When the customer accepts the supplier's quote, the contract is formed on the basis of the stated terms and conditions of contract.
8 Liability for Damage to the OEC Supplier Portal
The supplier is liable for any damage caused to the OEC Supplier Portal by itself, its legal representatives, or agents (e.g., virus attacks it is responsible for). The supplier shall release OEC from all third-party claims resulting from breaches of industrial property rights. The same will apply as regards claims based on placing unauthorized content on the portal.
9 Changes in the General Terms and Conditions of Use
OEC may change the General Terms and Conditions of Use at any time. The current valid version of the General Terms and Conditions of Use can be found on the OEC Supplier Portal. OEC will announce changes to the General Terms and Conditions of Use on the OEC Supplier Portal.
10 Voidance Clause
Should any individual provision or any part of any provision of these Terms and Conditions of Use be or become void or unenforceable, the validity of the remaining provisions will in no way be affected. In such case the void and/or unenforceable provisions will be replaced by relative provisions coming as close as possible to the sense and spirit and purpose of these Terms and Conditions of Use. The same applies to any omissions in the Terms and Conditions of Use.
11 Place of Jurisdiction / Applicable Law
The place of jurisdiction for any disputes between OEC and the suppliers is Frankfurt am Main, Germany. The law of the Federal Republic of Germany will apply.