General Terms and Conditions of cirplus GmbH
General Information and Contract Purpose
- 1.1. These General Terms and Conditions (hereinafter referred to as " GTC") apply to any use of the services offered by the cirplus GmbH (with its seat in Hamburg, registered with the Commercial Register of the local court of Hamburg under HRB 155339) (" cirplus") by users who are entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) (the " User" and together with cirplus the " Parties").
- 1.2 In particular, cirplus offers Users the opportunity to bring together supply and demand with regard to the sale or purchase of recycled plastics, plastics in the form of new goods, additives of plastics and/or non-hazardous waste (within the meaning of the Waste Catalogue Ordinance, AVV) (the "Product(s)") (the " Contract Purpose"). All services by cirplus are provided at its own discretion via the website www.cirplus.com (the " Platform") and/or by other means (in particular via e-mail, telephone and/or postal services).
- 1.3 cirplus' offers are aimed in particular at Users who wish to acquire (erwerben) Products (the "Buyer(s)") or dispose of (veräußern) them (the "Supplier(s)"). The use of cirplus' services by other brokers of Products (or comparable other products), agents of Products (or comparable other products) and/or other entrepreneurs that are in direct competition with cirplus is not permitted.
- 1.4 Deviations from these GTC are only deemed to be agreed if they have been expressly confirmed in writing by cirplus. Any existing General Terms and Conditions of the Users are expressly not recognized by cirplus. In particular, the mere omission of an objection by cirplus to the User's General Terms and Conditions shall not cause them to be considered as agreed. This shall also apply if cirplus performs services unconditionally upon knowledge of opposing terms and conditions of the User or terms and conditions diverging from these GTC.
- 1.5 For important reasons, in particular in the event of changes to statutory provisions, the supreme court jurisdiction or the market conditions, cirplus may notify the User of an amendment to these GTC by identifying the vital amendments. The amended GTC shall be deemed to have been agreed to if the User has not objected to the amendment within one month upon receipt of the notification and cirplus has explicitly notified the User of this consequence while informing them about the amendments. Regardless of the foregoing regulations, amendments to the service content agreed on with the User require the express consent of the User.
Registration and Conclusion of the GTC
- 2.1 In order to be able to use the services of cirplus, the User must register himself via the Platform. In doing so, the User has to provide all information marked as "mandatory field". All information provided by the User must be correct, complete and not misleading.
- 2.2 With the separate confirmation of these GTC by selecting the appropriate box and confirming the registration button, the User makes cirplus a binding offer to conclude these GTC. Registration to the Platform without the inclusion of these GTC is not possible.
- 2.3 The GTC are effectively concluded as soon as cirplus has accepted the User's offer via e-mail. A mere confirmation e-mail sent by cirplus regarding the receipt of the User's offer does not constitute acceptance of his offer. cirplus is entitled to refuse to conclude a contract with the User without giving reasons.
- 2.4 The User is obliged to keep the password, which he received or chose during the registration process, strictly confidential and not to pass it on to third parties. He must renew the password regularly. If third parties gain access to the User's account with the help of the password due to the User's negligence, the User must accept responsibility for the actions of the third party and is liable for them. However, the User has the opportunity to prove that he sufficiently protected the password from access by third parties and that the actions on the Platform were carried out by a third party. If the User has reason to believe that a third party is in possession of his password, he must immediately change his password and inform cirplus.
Use of the Platform
- 3.1 The use of the Platform requires that the User has the technical means (computer, internet access, e-mail address) required for access via the internet. To ensure optimal use of the Platform, cirplus advises the use of the browser types Google Chrome, Mozilla Firefox or Safari in their respective current versions, as well as to allow cookies in the settings of the browser used.
- 3.2 The User may use the Platform himself exclusively for the Contract Purpose. The User undertakes to take suitable security precautions to ensure that access to the Platform is not used by unauthorized persons. Such security measures include in particular the use of a secure password.
- 3.3 In order to ensure the proper conduct of business, it is necessary that the User informs cirplus immediately of any changes to a name/his company, his legal form, his registered office, and his legal representatives.
- 3.4 The User may only post data, texts, images and other content on the Platform that he is entitled to use accordingly and that does not violate applicable law or the rights of third parties. cirplus is entitled to block content posted by the User if there is reasonable suspicion that such content is illegal, violates these GTC or infringes the rights of third parties.
Role of cirplus and Brokerage
- 4.1 cirplus provides Buyers and Suppliers with the Platform that in particular enables Users to submit requests and offers for Products. cirplus itself does not offer any Products on the Platform.
- 4.2 The work of cirplus is initially free of charge unless the Parties agree otherwise.
- 4.3 cirplus has the option of agreeing separately with the Buyer and/or Supplier that cirplus shall be paid a fee (the " Transaction Fee") if cirplus has demonstrated the opportunity to conclude a contract for the purchase or sale of a Product by means of or outside the Platform (Evidence Broker) and such a contract has been concluded between the Buyer and the Supplier (the " Third Party Contract"). This shall also apply if the conclusion of the Third Party Contract is only effected after the termination of the brokerage agreement but is due to the activities of cirplus. Subsequent changes to the Third Party Contract have no influence on the Transaction Fee. The amount of the Transaction Fee to be paid is based on the price list valid at the time, which cirplus informs the Supplier or Buyer of in the separate agreement on the Transaction Fee.
- 4.4 The Buyer and the Supplier are independent of one another obliged to inform cirplus immediately of any circumstances affecting the performance of the brokerage. This applies in particular with regard to the abandonment or change of the intention to purchase.
- 4.5 If cirplus demonstrates the opportunity to conclude a contract that is already known to the Buyer or Supplier, the Buyer or Supplier is obliged to reject this proof in writing.
- 4.6 The Buyer and the Supplier are independent of one another obliged to notify cirplus immediately of the conclusion of a Third Party Contract and to provide a full copy of the contract at the first request.
- 4.7 The Third Party Contract is concluded solely between the Buyer and the Supplier. cirplus shall not have any obligations in connection with the Third Party Contract, in particular with regard to the negotiations, conclusion, and enforcement of the Third Party Contract. cirplus does not owe any mediation and no mediation success with regard to the conclusion of the Third Party Contract. Whether a Third Party Contract is concluded is solely at the discretion of the respective parties to the Third Party Contract.
- 4.8 cirplus may, by separate agreement with the Users, for example in the form of a subscription model, also charge a fee for the use of the Platform itself.
- 4.9 cirplus is entitled to provide Users with additional (paid) services on or outside the Platform, which, however, require a separate contract between cirplus and the respective User.
Obligations of the User
- 5.1 The User warrants that the information provided during registration, in particular such information relating to the entrepreneurial status and the company itself, is accurate and that the Platform is used exclusively by appropriately authorized persons.
- 5.2 Insofar as the User uses the Platform as a Supplier, the User is subject in particular to the following obligations:
- a) The User must inform cirplus immediately if a Third Party Contract is concluded outside the Platform.
- b) The User must be authorized to offer the offered Products.
- c) The User must be able to transfer the legal ownership of the offered Products free of encumbrances of any kind.
- d) The information on the Products offered, which the User communicates on the Platform, must be complete and correct and must not be misleading.
- e) The User must ensure that he will pack the offered Products safely and appropriately, in accordance with the applicable laws.
- 5.3 Insofar as the User uses the Platform as a Buyer, the User is subject in particular to the following obligations:
- a)The User must inform cirplus immediately if a Third Party Contract is concluded outside the Platform.
- b)The information provided by the User in the framework of the contract initiation must be complete and correct and must not be misleading.
Terms of Payment; Adjustment of Remuneration
Insofar as remuneration is payable to cirplus in connection with the use of the Platform, in relation to cirplus' brokerage activities or for other services provided by cirplus, the following shall apply:
- 6.1 All prices stated by cirplus are net prices plus statutory value-added tax.
- 6.2 Issued invoice amounts are payable without deduction within 14 days from receipt of invoice by the User.
- 6.3 If the User defaults on payment of remuneration claims, default interest shall be charged at a rate of 9 percentage points above the respective base interest rate.
- 6.4 cirplus is entitled to adjust the agreed remuneration annually by an appropriate amount for future payment periods in order to compensate for personnel and other cost increases by third parties in which cirplus is not responsibly involved. cirplus shall notify the User in writing of these price adjustments and the date on which the price adjustment takes effect no later than four (4) weeks before they take effect, giving reasons for the adjustment. If the price increase amounts to more than 7% of the previous price, the User may object to this price increase within a period of two (2) weeks from receipt of the written notification. If the User objects to a change within the meaning of this § 6.4 in due form and time, the contractual relationship shall be continued under the previous conditions. In this case, cirplus reserves the right to extraordinarily terminate the contractual relationship with one month's notice to the end of the month.
Availability of the Platform
cirplus strives for high technological standards but points out that Users are neither owed nor guaranteed continuous availability or usability of the Platform. Subject to ongoing contractual relationships with the Users, cirplus may suspend or completely terminate the operation of the Platform at any time as required.
Platform Operation and Changes
- 8.1 cirplus endeavors to ensure that the Platform is always state-of-the-art. cirplus is entitled to carry out and/or introduce regular updates, new versions or upgrades of the Platform (hereinafter uniformly referred to as " Updates") in order to adapt the Platform to new technical or business requirements, to implement new functions or to make changes to existing functionalities of the Platform.
- 8.2 If and to the extent that an Update substantially restricts the use of the Platform by the User for the Contract Purpose (such an Update is hereinafter referred to as a " Material Change"), cirplus shall inform the Users who pay a fee to cirplus for the use of the Platform, in relation to cirplus' brokerage activities or for other services provided by cirplus (the " Paying User") of the introduction of the Material Change in writing no later than four (4) weeks before it takes effect (a " Notification of Change"). If the Paying User does not object to the Material Change within a period of two (2) weeks from receipt of the written Notification of Change (the " Notice of Objection"), the Material Change shall become part of the contract concluded with the Paying User. cirplus will inform the Paying User of his rights under this § 8.2 with each Notification of Change, in particular (i) the right to object, (ii) the time period set for this purpose and (iii) the legal consequences of an objection to the Material Change not made in due time.
- 8.3 If the Paying User objects to the Material Change, cirplus will continue to make the Platform available for use to the Paying User without the Material Change, unless this is impossible or unreasonable for cirplus for technical or business organizational reasons (together with the " Impossibility of Continuance"). Should a continuance be impossible, the Paying User has the right to extraordinarily terminate the contract for good cause within a period of four weeks (the " Exercise Period"). If the Paying User does not exercise his right to terminate the contract, the Material Change becomes part of the contract. The Exercise Period begins to run as soon as cirplus has informed the Paying User in writing of (i) the impossibility of continuance without the Material Change, (ii) the special right of termination and (iii) the legal consequences of the expiry of the Exercise Period.
Use in Breach of the Contract by the User, Compensation from cirplus
- 9.1 The User may only use the Platform for the purposes provided for in this contract. The User is also not entitled to (i) allow the Platform or data of cirplus to be used by third parties, (ii) make them accessible to third parties or (iii) use them in any other way outside the Contract Purpose.
- 9.2 For each case in which an unjustified use is made of a contractual service in the User's area of responsibility, the User must pay damages in the amount of the remuneration that would have been incurred for the contractual use within the framework of the minimum contractual period applicable to this service.
- 9.3 § 9.2also includes the case that cirplus' chance of earning the Transaction Fee is thwarted as a result of the culpable conduct of the debtor of the Transaction Fee (e.g. if the Buyer and the Supplier come together via the Platform with regard to a Product, but then conclude the Third Party Contract outside the Platform and do not inform cirplus of this). In this case, cirplus remains entitled to claim the Transaction Fee.
- 9.4 In each case the User shall be reserved the right to prove that the User is not responsible for the unauthorized use or that no damage or considerably lower damage has occurred.
- 9.5 In each case cirplus remains entitled to claim further damages.
- 10.1 The Parties undertake to keep all confidential information which they became aware of in the course of the contractual relationship secret for an indefinite period of time and not to pass it on and not to use it in any other way - unless this is necessary to achieve the Contract Purpose. Confidential information is all information and documents of the Parties which are marked as confidential or which are to be regarded as confidential due to the circumstances, in particular information about operational processes, business relations, other trade, and business secrets, know-how, cirplus's business model and all work results of cirplus.
- 10.2 Exempt from this obligation is such information,
- a) which was demonstrably already known to the respective other Party at the time of the initiation of the contract or subsequently become known to them from a third party, without thereby infringing a confidentiality agreement, statutory provisions or administrative orders;
- b) which was publicly known, provided that this was not due to a breach of the contract;
- c) which must be disclosed due to legal obligations or by order of a court or an authority. To the extent permitted and possible, the Party required to disclose information shall give prior notice to the other Party in this case and give them an opportunity to take action against such disclosure.
- 10.3 Any disclosure of confidential information to third parties, with the exception of disclosure to third-party service providers, requires the express written consent of the other Party.
- 10.4 The Parties shall ensure by appropriate contractual agreements that the employees and contractors working for them shall also refrain for an unlimited period of time from any own use or disclosure of confidential information. The Parties shall disclose confidential information to employees and contractors only to the extent that they need to know the information to execute this contract.
- 10.5 The User undertakes not to grant third parties access to the Platform.
- 11.1 The liability of cirplus, its legal representatives and vicarious agents for damages caused by slight negligence is excluded.
- 11.2 The liability restriction under § 11.1 does not apply in case of claims for damages arising from
- a) the loss of life, injury of the body, injury of the health;
- b) a compulsory statutory liability (e.g. Product Liability Act – Produkhaftungsgesetz);
- c) a guarantee is given; and/or
- d) the breach of material contractual obligations (so-called cardinal obligations). Material contractual obligations are those whose fulfillment makes the proper execution of a contract possible in the first place and on whose compliance the contracting parties may regularly rely.
In the event of a breach of material contractual obligations due to slight negligence, cirplus, its legal representatives and vicarious agents shall only be liable for the foreseeable damage typically occurring under this type of contract, unless such claims for damages are arising from the loss of life, injury of the body or injury of the health.
- 11.3 Any possible contributory negligence on the part of the User shall be credited. In particular, cirplus shall be liable for the recovery of data only insofar as the User has taken all necessary and appropriate data backup measures and has ensured that the data can be reconstructed with reasonable effort from data material provided in machine-readable form.
- 11.4 The User is obliged to immediately notify cirplus in writing of any possible damage within the meaning of the above liability regulations or to have cirplus record any such damage so that cirplus is informed as early as possible and can possibly reduce the damage together with the User.
- 11.5 The strict liability according to § 536 a para. 1 BGB for errors of the Platform already existing at the time of the conclusion of the contract is excluded unless the error concerns a characteristic of the Platform that is essential for the Contract Purpose.
Statute of Limitations
- 12.1 Claims of the User-based on the breach of any duty not consisting of a defect shall become time-barred, except in the event of intention or gross negligence, within one year from the origination of the claim. This shall not apply if the damage in question incurred by the User consists of personal injury (injury of life, body or health). Claims due to personal injury shall become time-barred within the statutory limitation periods.
- 12.2 Any rescission of contract or reduction of payments shall be invalid if the claim to performance or the subsequent performance of the User has become time-barred.
No Non-Compete Obligation and no Exclusivity Obligation on the Part of cirplus
cirplus is not subject to any non-compete obligation or exclusivity obligation and is entitled to provide services for other Users nationally and internationally.
Set-Off, Retention, Reduction
- 14.1 The User shall only have a right to set-off, reduction and/or a right of retention against cirplus if his respective counterclaims have been legally established, undisputed or acknowledged by cirplus.
- 14.2 Furthermore, the User may only exercise a right of retention if the counterclaim is based on the same contractual relationship.
- 14.3 The User's right to reclaim remuneration not actually owed shall remain unaffected by the limitation of § 14.1.
cirplus is always entitled to commission third parties to assist cirplus in the providing of services (the " Third Party Service Providers"). If cirplus uses Third Party Service Providers to support them, these have, exclusively, a contractual relationship with cirplus.
- 16.1 The User shall indemnify cirplus from all claims made by other users or other third parties against cirplus due to the infringement of their rights in connection with the use of cirplus services by the User. The User shall assume the costs of the necessary legal defense of cirplus, including all court and legal fees in the statutory amount. This does not apply if the User is not responsible for the infringement of rights.
- 16.2 In the event of a claim by other users or third parties, the User is obliged to provide cirplus immediately, truthfully and completely with all information required for the examination of the claims and a defense.
Intellectual Property, Rights of Use
- 17.3 The Platform is protected by copyright. The sole owner of all intellectual and industrial property rights is cirplus (or its licensor).
- 17.4 cirplus does not grant any rights of use to Users unless these are required for the use of cirplus services within the scope of the agreed Contract Purpose. Rights granted in this respect are (i) non-exclusive, (ii) non-transferable, (iii) non-sublicensable and (iv) limited in time to the duration of the contract between cirplus and the User.
- 17.5 Insofar as the User provides cirplus with protected content (e.g. graphics, trademarks or other content protected by copyright or trademark law), he grants cirplus all rights necessary for the execution of the contractual agreement. This includes, in particular, the right to make the relevant content available to the public. In this context, the User affirms that he holds all necessary rights to the materials provided in order to grant cirplus the corresponding rights.
Data Protection, Data Use, Advertising Consent
- 18.1 cirplus handles the User's personal data in accordance with data protection standards and regulations. cirplus is only a processor in the sense of art. 28 DSGVO in relation to those Users who feed their Users' personal data into the Platform. The User is obliged to notify cirplus in advance of the intention to feed personal data of his own Users into the Platform; in this case, the Parties are obliged to conclude a separate contract for the processing of orders.
- 18.2 Insofar as the User provides personal data in the course of registering and/or using the Platform, the transmission, collection and processing of this data is based on the separate cirplus data protection declaration, which is available online at https://cirplus.com/data-privacy.
- 18.3 cirplus is entitled to use data fed into the Platform by the User for the purposes of the User's contractual relationship with regard to the Third Party Contract in anonymized or aggregated form. cirplus will do this in particular to improve existing Platform functions or to provide new Platform functions.
- 18.4 The User agrees that cirplus will contact him by electronic mail (e.g. e-mail) for the purpose of the general and restricted advertising for the mediation, sale or acquisition of recycled plastics, plastics in the form of new goods, additives of plastics and / or non-hazardous waste (within the meaning of the Waste Directory Ordinance).
This consent can be revoked at any time without giving reasons to cirplus GmbH, Betahaus, Eifflerstraße 43, 22769 Hamburg, or by e-mail under email@example.com with effect for the future. As a result, the User will no longer be contacted by e-mail for advertising purposes.
- 19.1 These GTC are concluded for an indefinite period of time. The User and cirplus can properly terminate the GTC at any time with a notice period of two weeks to the end of the month.
- 19.2 The right to extraordinary termination remains unaffected by this. cirplus is entitled to extraordinary termination, in particular, if
- a) the User uses the services of cirplus in order to pursue illegal objectives;
- b) the User makes use of cirplus' services primarily in order to obtain information about the market and/or competitors;
- c) the User is in arrears with a due payment by more than two (2) months, even after a reasonable deadline set by cirplus for a remedy has expired;
- d) the User seriously violates his contractual obligations and cirplus can therefore no longer be reasonably expected to adhere to the contract;
- e) insolvency proceedings are applied for, opened or rejected for all or part of the User's assets;
- f) the User has a reason for insolvency in the sense of §§ 17 - 19 InsO; or
- g) the User's financial circumstances deteriorate to such an extent that proper fulfillment of the contract can no longer be expected, even if there is no reason for insolvency within the meaning of §§ 17 - 19 InsO.
- 19.3 Each termination requires at least text form via e-mail.
- 19.4 cirplus points out to the User that he is responsible for backing up his data in good time before the contract is terminated. For technical reasons, cirplus is generally unable to guarantee that the User will be able to access his or her data once the contract has ended. During the term of the contract with the User, cirplus will not delete any data fed into the Platform by the User, unless cirplus is legally obliged to do so (e.g. due to legal infringements caused by the data fed in by the User).
- 20.1 Amendments, additions or rescission of these GTC are required to be made in text form to be effective unless a stricter form is required by law. This also applies to the amendment or rescission of this text form clause.
- 20.2 None of the provisions of these GTC constitutes rights in favor of third parties who are not Party to these GTC.
- 20.3 If these GTC refer to a written form or notification, the sending of an e-mail shall also respectively suffice. E-mails to cirplus should always be sent to the following e-mail address: firstname.lastname@example.org
- 20.4 Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part or should the GTC not contain a necessary provision, this shall not affect the validity of the remaining provisions of the GTC. In place of the invalid or unenforceable provision or to fill the loophole, the legally admissible provision shall be deemed to have been agreed retroactively which corresponds as closely as possible to what the Parties would have wished or to what would have been agreed in spirit and purpose of the GTC by the Parties if they had considered the invalidity or unenforceability of the provision in question or the loophole. This also applies if the invalidity or unenforceability is based on a measure of performance or time prescribed in the GTC. In this case, a legally permissible measure of performance or time that comes as close as possible to what was intended shall take the place of that prescribed in the GTC.
- 20.5 The GTC are subject to the law of the Federal Republic of Germany to the exclusion of the German Conflict of Laws principles and the UN Convention on Contracts for the International Sale of Goods.
- 20.6 For all disputes arising from or in connection with the contract, including the validity of the GTC, the District Court of Hamburg shall have exclusive jurisdiction to the extent permitted by law.