Supplier Terms & Conditions

1. INTRODUCTION

Please read these Supplier Terms carefully and in detail before using www.vegshelf.com (the “Platform”) and the services, and 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 Services and provide the terms and conditions under which Vegshelf provides its Services that will allow you to market and sell plant-based food and beverage products through the digital B2B Platform.

Your using the Services and the Content in any way means that you as a supplier (“Supplier”, 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 Supplier 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 the Supplier 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, and foodservice companies; “Buyers”) to discover, request quotes and samples, and place orders through the platform for plant-based, vegan, consumer-packaged food products from manufacturers and suppliers (“Suppliers”) of such products. Whereas, Suppliers list, offer, market and sell their plant-based, vegan, consumer-packaged food products (“Products”) through the Platform and the Services. 

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

You as a Supplier are responsible for assuring that the services you provide through the Vegshelf Platform and that the services you provide while using the Vegshelf Services are in compliance with all laws, regulations and rules that apply to you. It is your responsibility to stop using the Vegshelf Services in case your specific usage of the Vegshelf Services conflicts with any law, rule or regulation that applies to you in your particular country. You will be liable for any damages or costs sustained by Vegshelf in case the services you provide through the platform or by using the Vegshelf Services conflict with the applicable law.

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 SUPPLIERS

3.1. APPLICABILITY OF THESE TERMS: Suppliers who are willing to use the Services and want to create a Supplier account must agree to these Terms and the Privacy Policy. By registering, you as a Supplier 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 Supplier account, you represent and guarantee that you are an owner, employee or affiliate of a Supplier offering and/or manufacturing plant-based, vegan, consumer-packaged food products. These characteristics must be fulfilled by any person willing to use the Vegshelf Services as a Supplier.

We may change the Supplier 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 Supplier and a Buyer 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 Supplier 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 Supplier Account, you confirm that you are at least 18 years old and legally capable of entering into binding contracts, as well as 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 an account on Vegshelf, Suppliers receive a written introduction via e-mail about the Platform together with an offer for Services. After you have submitted your company information to us via our sign-up process, contractual relationship between Vegshelf and you as a Supplier is being formed.

3.4. PASSWORD and SECURITY OF YOUR ACCOUNT: When registering and opening 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 hello@vegshelf.com if you believe that someone has used or has access to your Account without permission.

3.5. CONTACT INFORMATION: When opening your Account, you promise to provide us with complete and updated contact information. It is your responsibility to keep your data up-to-date on your Account on the Platform, and notify us if any of it changes by sending an e-mail to hello@vegshelf.com. Your failure to provide us with accurate, complete, and updated contact information, may result in you not being eligible to access the Platform and Services.

 

4. CONTENT PROVIDED BY SUPPLIER 

4.1. DEFINITION: “Content”, without limitation, includes photos, videos, audios, graphics, written posts and comments, trademarks, files, logos, certification documents, product safety and quality information, pricing information, and other information relating to your products and company that you add, create, submit, upload, distribute or post to the Platform and via the Services.

4.2. RESPONSIBILITY OF CONTENT: You are solely responsible for adding, creating, uploading, submitting, distributing, posting or otherwise making accessible your own Content through the Services. You, from which Content has originated and has been publicly or privately distributed, take full responsibility of the character, accuracy, completeness and truth of the Content. You warrant that you own your Content in accordance with these Terms or have the necessary rights to use it.

4.3. LIABILITY OF CONTENT: Should the Content provided by you contain any untruthful or misleading information, violate third party rights, infringe any trademark, patent, trade secret, copyright, right of publicity or other rights of another person or entity or violate other rights or policies, you from whom the Content originated are to be held liable and must remove such Content from the Platform immediately.

You are exclusively liable for all claims related to the product-specific Content such as food safety and quality, labeling requirements, price indication, product nutrition information and packaging obligations for food and beverages, to the Buyers and any other third party organizations that have asserted such claims, e.g. competitors, governmental organizations, or other. 

4.4. LICENSE GRANT: When providing the Content through the Platform and Services, you grant Vegshelf a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, fully-paid, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content solely for the purpose of providing and advertising the Services and Platform, and for no other purpose. You warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, copyrights, trademarks, patents, trade secrets, publicity rights, contract rights, or any other proprietary or intellectual property rights. 

4.5. AVAILABILITY OF CONTENT: We do not guarantee that any Content will be made available through the Services and Platform. Moreover, we have the right to edit, remove or block any Content at our sole discretion, at any time, without notice to you and without providing a reason, including but not limited to, after receiving claims from third parties or public authorities relating to such Content, as well as based on our concerns of violation of these Terms by you. 

4.6. REMOVING CONTENT: If for any reason you wish to remove your Content from the Platform, you can do it either via your Account on Platform, or by contacting us via hello@vegshelf.com. Once your Content is deleted, it is automatically removed from the Platform as well, however you understand that it may remain on Vegshelf website, our backup copies, advertisements of Services on our or third party platforms, social media channels and media for a reasonable period of time (but no longer than twelve months).

4.7. INTELLECTUAL PROPERTY: Content of the Platform and Services, provided by our users and us, is protected by trademarks, trade secrets, copyrights, patents, or other proprietary rights and laws defined by the term “Intellectual Property". You must obey and respect all copyright information and limitations of Content accessed through the Services. You are strictly prohibited from using and/or copying any Intellectual Property, including but not limited to any Content provided by our users, partners or us, as well as any feature, design element, user interface of the Platform and Services, outside of the Services or in any other way that is not authorized by the applicable rights holder of such Intellectual Property (including us).

5. CODE OF CONDUCT

5.1. FORBIDDEN CONTENT: It is forbidden to submit, upload, download, post, or otherwise distribute any Content on the Platform or through the Service that:

a) breaches and infringes any trademark, patent, trade secret, copyright, right of publicity or other rights of another person or entity and/or violates any law or legal duty;

b) you are aware is imprecise, false, ambiguous, inaccurate or untruthful; 

c) impersonates any person or entity and related sensitive information;

d) creates unsolicited or unauthorized advertising or promotional material, spam, junk mail or chain letters;

e) contains software viruses or anything else (code, films, programs, etc.) intended to disrupt and damage the proper function of hardware or software, or to damage or obtain unauthorized access to any data, password or other information of Vegshelf or of any third party using the Services;

f) is fraudulent, unlawful, abusive, vulgar, or is inappropriate in any other way as determined by Vegshelf at its exclusive discretion.

5.2. 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.

5.3. 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.

6. SUPPLIER PRODUCT LISTINGS AND MAINTENANCE OF THEM 

6.1. CREATION OF PRODUCT LISTINGS: You need to create digital product listings (“Product Listings”) by uploading your product photos, descriptions, price information, certification, packaging specifics and other product-related Content on the Platform in order to market and sell your products through the Vegshelf Services. You are solely responsible for all the related and incurred costs with Product Listings creation.

Your Product Listings cover the full range of products, including all product variations and offering for retail and/or foodservice, that you will offer and that will be visible and available for discovery and ordering to the Buyers via the Platform. 

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

6.2. FOOD SAFETY & QUALITY INFORMATION: You are solely responsible and warrant that your Product has been produced, packaged and supplied strictly according to relevant food safety and hygiene regulations and applicable laws, as well as good manufacturing practices with relevant use by dates clearly shown. Also, you warrant that your Product has not been contaminated, and is of good quality, edible and fit for human consumption. You as a Supplier of your products guarantee that you have all necessary approvals and certifications relating to your product's food safety and quality, as well as product-specific claims. As this information is crucial for our Buyers, when making decisions regarding purchasing particular food product, it is your responsibility to provide such information during the registration process and indicate such information on your product's profile on Platform.

6.3. CONTENT OF PRODUCT LISTINGS: You are responsible for all the Content you provide via the Product Listings. When uploading and creating Product Listings you warrant that you have all the necessary approvals and rights to use the Content submitted. Moreover, you are responsible for paying all royalties or similar payments that are or may become due to any third party based on your Content, or on Vegshelf’s hosting of that Content.

All Content related to your Product Listings that you upload on the Platform must be submitted according to instructions on the Platform and these Terms, especially Content Terms mentioned in chapter 4. Vegshelf at its sole discretion has the right to determine whether your provided Content satisfies expected quality and in case of a failure Vegshelf reserves the right to remove or edit such Content.

You warrant that your Product is submitted within the appropriate product category. If we consider that you have posted Product to an inappropriate category, we reserve the right to re-classify and re-post the Product as we consider appropriate.

Your warrant that your Product Listing Content does not contain links to any external website other than specified in the website field in the company information section.

6.4. FORBIDDEN CONTENT OF PRODUCT LISTINGS: The goal of the Vegshelf Services is to enable product discovery, sampling, quoting, and ordering of consumer-packaged, vegan, plant-based food products for Suppliers and Buyers. Products marketed and sold, as well as Product Listing Content provided by you must comply with this goal of the Services. It is forbidden to submit, upload, download, post, or otherwise distribute any Content through the Services, as well as market or sell a product that is fraudulent, unlawful, abusive, vulgar, or is inappropriate in any other way as determined by Vegshelf at its exclusive discretion, including but not limited to a Product or Content that:

a) breaches copyrights, trademarks, patents, trade secrets, rights of privacy and publicity, or any rights of a third party;

b) violates any law, regulation or rule that may apply;

c) abuses and threatens others;

d) is misleading, false or defamatory;

e) contains pornography;

f) includes information about Products that haven’t been produced and packaged according to relevant product safety and quality regulations and good manufacturing practices.

Vegshelf does not have any obligation to control the communications made through the Platform, however we reserve the exclusive rights to remove any such user breaching these Terms, as well as remove such Product Listings and Content, or take any other action to limit or restrict access to such Content, without any liability or prior notice to you or any third party. 

6.5. PRODUCT LISTING MAINTENANCE: It is your sole responsibility to keep the Product Listings up to date including but not limited to full product ranges and up to date prices. 

7. COMMUNICATION AND SALES THROUGH VEGSHELF PLATFORM

7.1. BUYERS USING THE PLATFORM: Based on the information provided via your Product Listings and overall registration process, your Products are listed on Vegshelf Platform for any registered and verified user, including Buyers to discover, request quote or samples, and place orders directly from you.

Vegshelf enables you to do business with professional trade Buyers of all sizes and types, including but not limited to retailers (e.g. supermarket chains, independent retailers, online stores) wholesalers (e.g. distributors, importers) and foodservice companies (e.g. restaurants, cafes, coffee shops, foodservice companies). Vegshelf does not act exclusively for any one Buyer, nor is affiliated with any particular Buyer. Any interactions and communication you have with Buyers through the Platform and Services are solely between you and the Buyer. Vegshelf disclaims all liability in connection therewith.

Before onboarding and allowing access to the Platform, Vegshelf verifies all Buyers as trade buyers, this includes but is not limited to company registration information, company email addresses, website details. By doing this we not only ensure the quality of Buyers using the Platform, but also thus encouraging you to approve Buyer requests without requesting any further information from them.

7.2. COMMUNICATION: Vegshelf Platform enables Buyers to directly communicate with you in several forms, including but not limited to messages, sample, and order requests. If requested, you agree to provide Buyer with additional information that has not been mentioned in your Account and/or Product Listings to ensure that Buyer is fully informed about your Product before ordering it.

You are responsible to respond to any communication requests from Buyers in a timely and professional manner (advised: within 24 hours upon receiving communication request).

7.3. SAMPLE REQUESTS: By using the messaging feature on the Platform, Buyers may request product samples (“Product Samples”) of products that are being offered on the Platform by you. It is your responsibility as a Supplier to decide whether you want to offer such Product Samples for free (e.g. as an investment in your marketing) or charge a price (price per one item as it is listed in respective Product Listing) for them from Buyers. It is your responsibility to communicate your decision with the respective Buyer by using the messaging feature and replying to the request via the Platform.

The possibility for Buyers to request Product Samples via the Platform does not warrant that Buyers will place orders after receiving the Product Samples.

7.4. PRODUCT PRICES: You agree and warrant to market and sell your Products through the Services and Platform at the equivalent or lower price as it would be off of the Platform for retail and foodservice companies and other trade buyers. If we find evidence that you are offering and selling your products through the Services at a higher price than it would be off of the Platform, we reserve the right to warn you and temporarily or permanently ban your access to the Services and Platform.

7.5. ORDER REQUESTS: Through the Services and Platform, Buyers may request and place orders (“Order”) of your Products via messaging feature. You are responsible for responding to any such order requests in a timely and professional manner (advised: within 24 hours upon receiving order request). 

7.6. ORDER FULFILMENT: After receiving the Order from the Buyer through the Platform and Services, you are responsible for Order processing and fulfillment, including but not limited to preparation of order forms, invoices, cancellations, returns, customer service and other aspects according to your existing policies and shipping terms.

Vegshelf is not and will not be a party to any contract that may come into existence between you and the Buyer of your Products or who you may otherwise get to know through the Platform and Services. Moreover, we will not be liable for any damage or loss suffered by you as a result of your business with any Buyer you have come into contact with through the Services. Furthermore, you will indemnify us against all costs, damages, losses and claims that may arise out of your business with Buyers.

8. 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.

9. 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 Supplier. 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.

10. MARKETING AND ADVERTISING TO AND FROM THE PLATFORM

10.1. LINKS: You agree not to use any links to any external website that is not owned by you in your Product Listings (except the one specified in the website field in the company information section) that may violate any of these Terms. We reserve the right to remove link from the Platform without prior notice to you.

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

10.2. NO SPAM POLICY: You agree not to use “spam” or unnecessarily repetitive information to market or sell products to any Buyer on the Platform and through Services. 

11. ELECTRONIC COMMUNICATIONS

You agree and consent to receive communication from us electronically. We will communicate with you by e-mail, phone 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. 

12. 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.

13. TERMINATION 

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. 

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. Fees paid hereunder are non-refundable. 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. 

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.

14. WARRANTY DISCLAIMER AND LIABILITY

14.1. 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.

14.2. 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.

14.3. 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, Vagshelf shall only be liable for the typically foreseeable damage, whereas that liability shall not exceed the total of the fees paid to us by you over the entire term of the contractual relationship. In all other respects no liability exists. Claims arising from the Product Liability Act shall remain unaffected.

14.4. 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. 

14.5. 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 under 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.

15. 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.

16. DISPUTE RESOLUTION AND GOVERNING LAW; JURISDICTION

16.1. 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. 

16.2. 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 Supplier’s place of residence.

17. 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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