Buyer Terms & Conditions

1. INTRODUCTION

Please read these terms and conditions carefully and in detail before using www.vegshelf.com (the “Platform”) the services, and the content (as defined below) provided by Vegshelf UG (haftungsbeschränkt), Leopoldstr. 49, 40211 Düsseldorf, Germany (“Vegshelf", "we", "us" or "our") (together with the Platform, the “Services”).

These terms set forth the legally binding setting for your use and access to the Services and provide the terms and conditions under which Vegshelf provides its Services that will allow you to discover and buy products through the digital B2B Platform.

Your using the Services and the Content in any way means that you as a buyer (“Buyer”, collectively, “You” or “Your”), agree to these Terms and Conditions and the Privacy Policy. These terms will remain in effect while you use the Services. If you do not understand, read and agree to the terms, you must not use or access the Services in any manner. 

We explicitly reserve the right, in case of changes of legislation, of the case-law or of a change of our business model or economic circumstances, at our sole discretion, to change, edit, replace these terms at any time, as well as change or discontinue the Services. The notice of the new terms will be placed on the www.vegshelf.com website or/and be sent via e-mail to you at least four weeks before the changes take effect. 

If you do not agree with the new terms, you have the right to reject them, which means that you will no longer be able to use and access the Services. If you do not object to the new terms and use the Services in any way after a change of the terms is effective, it is to be deemed as your acceptance of the changed terms. 

If you have any questions, comments, or concerns regarding these terms, please contact us at hello@vegshelf.com.

 

2. SUBJECT OF THE CONTRACT - THE VEGSHELF SERVICE

Vegshelf is an internet-based business-to-business platform for plant-based, vegan, consumer-packaged food products and brands, and provides a number of digital services through the Platform. One such service enables trade buyers (supermarkets, retail chains, independent retailers, restaurants, cafes, coffee shops, hotels, wholesalers, distributors, online stores, and foodservice companies) to discover, directly contact, request samples and place orders through the platform for plant-based, vegan, consumer-packaged food products from manufacturers and suppliers (“Suppliers”) of such products. 

 

Access to the Services to you as a Buyer is granted only after your request has been received, and your information is verified, and access is granted by a Vegshelf employee.

Vegshelf reserves the right to access, read, save, and disclose any information that could reasonably be necessary for enforcing these terms by detecting or otherwise addressing fraud, technical or security issues, responding to user support requests, as well as satisfying any applicable law, rule or regulation or governmental request.

 

3. REGISTRATION OF BUYERS

3.1. APPLICABILITY OF THESE TERMS: Buyers who are willing to use the Services and want to create a Buyer account must agree to these terms and the Privacy Policy. By registering, you as a Buyer agree to provide all data truthfully and to keep it up to date also after registration and throughout the time of using the Services. 

3.2. ELIGIBILITY CRITERIA: When registering for a Buyer account, you represent and guarantee that you are an owner, employee or affiliate of a Buyer processing, offering or willing to offer plant-based, vegan, consumer-packaged food products for the business and/or trade purposes. These characteristics must be fulfilled by any person willing to use the Vegshelf Services as a Buyer.

We may change the Buyer eligibility criteria and/or refuse to offer the Services to you at any time without prior notice and without providing a reason. Any contracts between you as a Buyer and a Supplier on the platform or using our Services shall remain unaffected by us refusing to provide our Services to you.

3.3. ACCOUNT OPENING: You must register and request to open a Vegshelf Buyer account (“Account”) through either accepting an invitation from Vegshelf, another user or by submitting your information via Vegshelf’s online registration procedure. By registering and opening a Vegshelf Buyer Account, you confirm that you are at least 18 years old and legally capable of entering into binding contracts, and that all the information that you have submitted during the registration is correct. By opening an Account, you also confirm that you take all responsibility for your Account and all activity on it. Finally, when opening an Account and agreeing to these Terms you warrant that you are authorized to agree to these Terms on behalf of the organization or entity that you are representing when registering.

You are solely responsible for the creation of the Account in accordance with instructions provided on the Platform, unless agreed by Vegshelf in advance that we will assist with the creation of the Account. In case Vegshelf is helping with the Account creation, you are liable for making sure all the Content is correct before it is published on the Platform.

Before opening your Account and allowing access to the Platform, Vegshelf verifies your company information submitted by you during sign-up process. This includes but is not limited to company registration information, VAT number, business email addresses, and website details.

3.4. PASSWORD and SECURITY OF YOUR ACCOUNT: When registering and opening an Account with Vegshelf, you will need to choose a secure password. It is your sole responsibility to keep your password private and confidential from any unauthorized party. You must promptly notify us by sending an e-mail to  if you believe that someone has used or has access to your Account without permission.

3.5. CONTACT AND COMPANY INFORMATION: When opening your Account, you promise to provide us with complete and updated company and contact information. It is your responsibility to keep your data up-to-date on your Account on the Platform. Your failure to provide us with accurate, complete, and updated contact and company information may result in you not being eligible to access the Platform and Services.

 

4. CODE OF CONDUCT

4.1. FORBIDDEN ACTIONS: We also need to make sure that the Services are secure, and our systems function properly. When having access and using the Services, it is forbidden to:

a. interfere with proper workings of the Services;

b. use any kind of manual or automated software or other tools to "crawl" or “spider” any page of the Platform; 

c. harvest any Content from the Services;

d. avoid or attempt to bypass any measures we may use to prevent or restrict access to the Services;

e. bypass any measures we have put in place to secure the Services;

f. try to damage or get unauthorized access to any system, password, data or other information, whether it belongs to Vegshelf or another party;

g. decompile, reverse engineer or otherwise attempt to obtain the source code, underlying ideas, information or algorithms relating to the Services;

h. create cognate works of the Services, including any separate part of the Services;

i. copy, lease or distribute your rights that you receive while using the Services;

j. take any action that imposes an unreasonable load on our infrastructure, as determined by us at our sole discretion.

4.2. LIABILITY FOR INFRINGEMENT OF CODE OF CONDUCT: You shall be liable for any damages or costs sustained by Vegshelf due to your infringement of the aforementioned provisions of this section.

 

5. COMMUNICATION AND PURCHASING THROUGH VEGSHELF PLATFORM

5.1. SUPPLIERS USING THE PLATFORM: Registered and verified Buyers get access to Vegshelf Platform to discover, directly communicate, and place orders ("Order") via messaging tool to professional trade Suppliers of all sizes and types, including but not limited to food start-up companies, small and medium food manufacturers, wholesalers (e.g. distributors, importers).

Vegshelf does not act exclusively for any one Supplier, nor is affiliated with any particular Supplier. Any interactions and communication you have with Suppliers through the Platform and Services are solely between you and the Supplier. Vegshelf disclaims all liability in connection therewith.

Before allowing access to the Platform, Vegshelf verifies all Suppliers, this includes but is not limited to company registration information, email addresses, and website details.

5.2. COMMUNICATION: Vegshelf Platform enables you to directly communicate with Suppliers in several forms, such as direct messages using the messaging feature on the Platform, and Order requests.

All the special information and questions regarding Product and Order, including but not limited to specific delivery terms that differ from the lead time mentioned on the Product Listing should be communicated directly with the Supplier via the messaging feature on the Platform.

5.3. SAMPLE REQUESTS: You can request free samples of the Product from the Suppliers who have identified on their Product Listing page that there are free samples available upon request. The request can be placed by sending a direct message to the Supplier via the Platform. However, it is up to Suppliers whether or not they want to send free samples to particular Buyers, even if they have identified that such free samples are available.

5.4. PLACING AN ORDER: You can place an Order directly to Suppliers for the Products you are interested in via the Platform by identifying the necessary number of units via messaging tool.

After receiving the Order request from you, the Supplier is responsible to respond to it in a professional and timely manner. Supplier is responsible to fulfill Order according to their existing terms and policies.

 

Vegshelf is not and will not be a party to any contract that may come into existence between you and the Supplier or who you may otherwise get to know through the Platform and Services.

 

6. AVAILABILITY OF THE SERVICES

Vegshelf strives to provide high availability and keep the maintenance during operating hours as low as possible and to reduce it to a minimum amount of time. We are not liable for limited availability of service or delays in performance caused by events that are out of our reach, including, but not limited to, strikes, failures of communication networks, server failures, force majeure and other.

 

7. CHANGE OF THE SERVICES

Vegshelf always strives to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or put limits on certain features or restrict access to parts or all of the Services unless this disproportionately impairs the material obligations of Vegshelf due to the contract with the Buyer. We may give you notice when we make a material change to the Services that would adversely affect you. Also, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), at our sole discretion, and without notice.

 

8. MARKETING AND ADVERTISING TO AND FROM THE PLATFORM

8.1. LINKS: You agree not to use any links to any external website that is not owned by you in your reviews or in other content created by you on the Platform that may violate any of these Terms. We reserve the right to remove the link from the Platform without prior notice to you.

You may link our home page to advertise our Service and Platform among other potential users and/or potential Suppliers and provided you do so only in a way that is fair, legal and does not damage our reputation.

8.2. NO SPAM POLICY: You agree not to use “spam” or unnecessarily repetitive information to market or sell your business to Suppliers on the Platform and through the Services. 

 

9. ELECTRONIC COMMUNICATIONS

You agree and consent to receive communication from us electronically. We will communicate with you by e-mail, phone, mail or by posting notices on the Platform. You agree that all agreements, notices and other communications that Vegshelf provides to you electronically satisfy any legal requirements that such communications be in writing. 

 

10. DELETING YOUR ACCOUNT

You may terminate your Account or delete your Content from the Platform at any time through your Account settings or by contacting us by sending an e-mail to hello@vegshelf.com. When your Content is deleted, it will be removed from the Platform and Services. However, your Content may persist in backup copies and on the Vegshelf website for a reasonable period of time as determined by Vegshelf at its exclusive discretion. 

 

11. TERMINATION 

11.1. We hold the right to terminate (or suspend access to) your use of the Services or your Account, at any time, with or without notice and for any reason at our discretion, including your breach of these Terms. Vegshelf holds the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Termination of Account may result in the destruction of all information associated with your Account. 

11.2. If for any reason you wish to terminate your Account, you may do so at any time through your Account settings on the Platform or by contacting us at hello@vegshelf.com. When your Content is deleted, it will be removed from the Services. However, your Content may persist in backup copies and on the Vegshelf website for a reasonable period of time as determined by Vegshelf at its exclusive discretion. 

11.3. Provisions that, by nature should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.

 

12. WARRANTY DISCLAIMER AND LIABILITY

12.1. The Supplier shall be solely liable for the goods and products sold, provided and delivered by the Supplier to Buyers or other person or any of the Supplier’s guarantees or warranties made in that respect through the Platform or Services.

12.2. Vegshelf does not make any representations or warranties concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the completeness, safety, accuracy, quality, copyright compliance, legality or reliability of the Content contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of Products offered or purchased through the Services.

12.3. To the fullest extent permitted by applicable law, the liability of Vegshelf for contractual breaches of duty and tort shall be limited to intent and gross negligence. This does not apply in cases of injuries to life, limb and health, claims due to delay as well as claims due to the breach of essential contractual obligations, i.e. obligations arising from the nature of the contract and the breach of which endangers the achievement of the purpose of the contract. In this respect, Vegshelf is liable for every degree of fault. In the event of a slightly negligent breach of essential contractual obligations, Vegshelf shall only be liable for the typically foreseeable damage.

12.4. To the fullest extent allowed by applicable law, you agree to indemnify and hold Vegshelf, its affiliates, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees and other legal costs) arising from or in any way related to any third party claims relating to (i) your misuse of the Services (including any actions taken by a third party using your account), and (ii) your violation of these Terms. 

12.5. You agree to compensate Vegshelf in a timely manner for any reasonably and properly incurred expenses (including expenses of attorneys) as they are incurred by Vegshelf in regard to investigating, preparing for, or providing evidence in any pending or threatened action or claim brought due to (i) your misuse of the Services (including any actions taken by a third party using your account), and (ii) your violation of these Terms.

13. ASSIGNMENT 

You are not allowed to assign, transfer, sublicense or delegate your rights or obligations hereunder, or your Services account to any other third party, in any way without prior written consent by Vegshelf. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

 

14. DISPUTE RESOLUTION AND GOVERNING LAW; JURISDICTION

14.1. We encourage you to contact us if you are having an issue, before resorting to the courts. In the unfortunate situation where legal action does arise, these Terms and all other rules and policies incorporated by reference will be governed by and construed in accordance with the laws of the Federal Republic of Germany. 

14.2. If you are a merchant according to German law, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be our registered office. However, we shall also be entitled to sue at the court of the Buyer’s place of residence.

15. MISCELLANEOUS 

If any provision of these Terms is found to be invalid, unenforceable or ineffective, that provision will be limited or eliminated to the minimum extent necessary, so these Terms shall otherwise remain in full force, effect and enforceable.

Legally relevant declarations and notifications regarding this contractual relationship must be made in writing or in electronic text.

 

Last revised on May 11, 2020

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