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Terms of use

General terms and conditions of sale and delivery — grow platform GmbH

Status: 11/2023

1. Scope, provider

1.1 These terms of use ("terms of use") shall apply to access to the online shop of grow platform GmbH, Grönerstraße 9, 71636 Ludwigsburg ("provider") and the ordering of products by registered customers ("customer"). Detailed information on the provider can be found in the corporate information.

1.2 Terms and conditions of the customer or third parties that deviate from or conflict with these terms of use shall not apply, even if the provider does not expressly object to such terms and conditions.

1.3 Individual agreements with the customer (including ancillary agreements, amendments, and changes) shall in any case take precedence over these terms of use.

2. Business customers

2.1 Provider operates the online shop for businesses only and does not accept consumers according to § 13 German Civil Code as customers.

2.2 The provider reserves the right to demand that the customer provides sufficient proof of its commercial status, e. g., by stating the customer's VAT identification number during the registration process or by providing other suitable proof. The data required for the proof shall be provided by the customer completely and correctly.

3. Registration, customer account

3.1 The customer may order products in the online shop after opening a customer account.

3.2 Registration of a customer account may require the use of an authentication service (e. g., Bosch ID, SingleKey ID, Apple ID, Google account). Separate terms and conditions may apply here, which the customer must accept during registration for the authentication service.

3.3 During the registration process, the customer is asked, if required, to provide personal information, e. g. name, address, contact persons and VAT ("registration data"). These registration data must be provided in full and correctly and the customer is obliged to always keep the registration data up to date. Registration of a legal entity may be carried out only by an authorized natural person, who must be named.

3.4 In order to complete the registration process and submit the registration data, the customer is required to agree to the application of these terms of use.

3.5 By providing the registration data, the customer submits an offer to the provider to enter into a customer agreement on the basis of these terms of use ("customer agreement"). Acceptance of the customer's offer by the provider is effected by means of activation of the customer account.

3.6 The provider reserves the right to verify the identity of the customer immediately after submission of the registration data or at a later point in time, for example by requiring a customer to click on an activation link sent to the customer's e-mail address or to enter a code sent to a mobile phone number of the customer. Until the customer has provided the required verification, the customer account remains blocked. If the registration is not completed, the Provider reserves the right to delete the incompletely registered customer account.

3.7 There shall be no entitlement to registration. The provider is entitled to not accept a registration without reason.

3.8 Each natural person is only permitted to register once with a customer account. Customer accounts are not transferable.

3.9 To the extent available, the customer shall be entitled to create multiple users under its customer account. Each user shall be provided with individual access credentials, which may be linked to an authentication service. The customer warrants that all users will comply with these terms of use as amended from time to time and that all users will act on behalf of the customer and in accordance with applicable laws. Upon establishment of a user, all actions of the user will be attributed to the customer. In addition to the customer, provider is also entitled to create a separate technical support user and e. g. use this user to create or modify RfQs within the customer’s account based on customer wishes.

3.10 The customer is obliged to handle his/her login data with care, not to disclose them to third parties and/or not to allow third parties to access the customer account by circumventing the login data. The customer is liable for all activities that take place using his/her customer account and for which the customer is responsible. The customer shall immediately change his/her password for his/her customer account if he/she has reason to believe that the login data may have become known to unauthorized persons.

3.11 Alternatively to the registration as described in this Section 3, the provider may also create a customer account to optimize provider’s services and enhance customer experience. In this case, such a customer account is activated by the customer with setting a password upon request from provider. Also in such a case, provider is entitled to create a separate technical support user and e. g. use this user to create or modify RfQs within the customer’s account based on customer wishes.

4. Ordering of products

4.1 Customer can order products in the online shop. This may require customer to provide further data, e. g., credit card information, company name, VAT number, to set up a billing profile. The ordering of products is subject to general terms and conditions of sale and delivery of grow platform GmbH ("delivery conditions"), provided during the checkout process or individual contract agreements in case in place.

4.2 As part of the ordering process, the customer shall be informed of the essential features of the product, the prices, the terms of payment and delivery, terms, periods of notice and other details provided in individual offers ("product information").

4.3 A presentation of a product within the online shop shall not constitute a binding offer by the provider, but merely an invitation to make orderings (invitatio ad offerendum). The contractual relationship for a product comes into effect as soon as provider accepts customer's offer. The acceptance can be made explicitly, e. g., by a contract confirmation by e-mail, or by implication, e. g., by delivering the product.

4.4 The following general obligations in electronic commerce do not apply to the ordering of products:

a) The provision of adequate, effective and accessible technical means by which the customer can identify and correct input errors before placing his order,

b) the clear and comprehensible communication of the information specified in Article 246c of the Introductory Act to the German Civil Code (Einführungsgesetz zum Bürgerlichen Gesetzbuch) in good time before placing an order, and

c) the immediate confirmation of receipt of the customer's order by electronic means.

4.5 The text of the agreement (consisting of the product information, the delivery conditions and, if applicable, product description) shall be sent to the customer on a permanent data carrier (e. g., offer documents or e-mail).

5. Shop content, prohibited activities

5.1 All rights in the provider's online shop and its content ("shop content") are owned exclusively by the provider or its licensors and are protected by copyright or other intellectual property rights. The compilation of the shop content is also protected as such by copyright.

5.2 The shop content may only be accessed and displayed online for the customer's own purposes during the term of the customer agreement. The customer is prohibited from copying, distributing and/or publishing shop content.

5.3 Also prohibited is any action that is likely to impair the operation of the shop and the technical infrastructure behind it. This includes in particular

a) the implementation of viruses, worms, malware, trojans or harmful properties,

b) the use of software, scripts, bots or databases in connection with the use of the shop,

c) the automatic reading, blocking, overwriting, modification, copying of data and/or other content,

d) activity to decrypt, decompile, disassemble, reconstruct, or otherwise attempt to discover the source code, any software or proprietary algorithms used, except as permitted by mandatory non-waivable provisions.

e) For each case of culpable violation of this section 5.3 by customer, its employees, consultants, subcontractors or other third parties engaged by it, provider shall be entitled to a payment by customer of an appropriate contractual penalty, the amount of which shall be determined by provider at its sole discretion, and the appropriateness of which may be subject to review by the competent court. Payment of the penalty shall be without prejudice to any further claim for damages. Any contractual penalty paid shall be set off against any claims for damages, the contractual penalty constituting the minimum damage.

6. Suspension

6.1 The provider may suspend the customer's access to the online shop if the provider determines that

a) the use of the online shop (i) poses a security risk to the online shop and/or a third party; (ii) adversely affects the online shop or other customer's systems or content; (iii) violates applicable law or third-party rights; (iv) could subject provider, its affiliates or third parties to liability for damages; or (v) is fraudulent,

b) the customer violates these terms of use,

c) the customer is in default of its payment obligations for more than 30 days.

6.2 The provider shall inform the customer of the suspension by sending a notification to the e-mail address associated with the customer account prior to the suspension, unless the provider has to act immediately due to urgency and is therefore unable to send a prior notification to the customer.

6.3 The suspension shall be revoked as soon as the customer has resolved the problem that led to the suspension.

6.4 Provider's right to suspend customer's access to the online shop is in addition to provider's right to terminate these terms of use pursuant to section 10 and to exercise any other remedies available to provider under applicable law.

7. Delivery conditions, availability of products

7.1 Provider delivers the products pursuant to the agreements made with customer during the ordering process.

7.2 If no or no deviating delivery time is specified for the respective product in the online shop, it shall be 120 business days. The delivery period shall be calculated in the case of payment in advance on the banking day after the payment order is issued to the remitting bank or, in the case of other payment methods, on the day after the conclusion of the contract and shall end with the expiry of the last day of the period.

7.3 If no items of the product selected by the customer are available or are only temporarily unavailable at the time of the customer's order, provider shall inform the customer of this immediately. If the product is permanently not available, provider shall refrain from an order confirmation. In this case, a contract is not concluded. Provider shall inform the customer thereof without undue delay and, if applicable, reimburse without undue delay any consideration already received.

7.4 Delivery of the products is limited to the Federal Republic of Austria, Belgium, China, Croatia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Israel, Italy, Japan, Latvia, Liechtenstein, Lithuania, Luxembourg, Malaysia, Malta, Mexico, Netherlands, Poland, Portugal, Romania, Singapore, Slovakia, Slovenia, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, United Kingdom and USA. If your desired delivery location is not listed, please contact us.

8. Fees

8.1 Access to the online Shop is free of charge. Additional functionalities and services within the Shop can be booked separately based on individual contracts.

8.2 With regard to the products, the prices at the time of ordering shall apply.

9. Payment, invoice

9.1 Payment shall be made (i) by bank transfer or (ii) via a payment service provider pursuant to the agreements made with customer during the ordering process.

9.2 Detailed information on payment methods, payment dates and any additional costs incurred can be found and in individual offers.

9.3 Invoices and other financial documents shall be provided to the customer in accordance with local legal requirements.

10. Term, termination

10.1 In case not otherwise individually agreed, following term and termination condition apply.

10.2 The customer agreement is concluded for an indefinite period. It begins with the date of registration and ends with the effectiveness of a termination by the provider or the customer.

10.3 The provider may terminate the customer agreement at any time with a period of notice of one month to the end of the month. The customer may terminate the customer agreement at any time. The right to terminate for good cause remains unaffected for both parties.

10.4 Unless the possibility of terminating the customer agreement by means of a delete function in the customer account (e. g., in the settings of the customer account) is provided, a termination shall be made in text form (letter, e-mail).

10.5 Consequences of termination

a) In the event of termination of the customer agreement, the customer account shall be blocked as of the termination date and the customer shall no longer have access to his customer account.

b) In the event of termination of the customer agreement, the provider shall be entitled to irretrievably delete the data created in connection with the customer account upon expiry of any statutory retention periods 30 calendar days after the termination takes effect. For personal data, the regulations on data protection shall apply with priority, which may also provide for a shorter period for deletion.

c) The customer is obliged to export and save his data on his own responsibility in due time before termination of the customer agreement or expiry of the aforementioned period.

11. Warranty

11.1 The provider shall endeavor to ensure that the use of the online shop is as uninterrupted as possible within the scope of its technical and operational abilities, but there shall be no entitlement to uninterrupted use. It is not warranted that access to or use of the online shop will not be interrupted or impaired by maintenance work, further developments or otherwise by disruptions.

11.2 The provider shall not assume any warranty for material defects and defects of title for the online shop, except in cases where the Provider has fraudulently concealed the respective material defect or defect of title.

12. Liability

When using the online shop, provider shall be liable in accordance with the statutory provisions only in the event of intent or gross negligence.

13. Data protection

All information on the processing of personal data can be found in the provider's data protection notice. It is available at "data protection notice".

14. Confidentiality

14.1 "Confidential Information" shall mean all information and documents of the other party which are marked as confidential or which are to be regarded as confidential according to the circumstances, in particular information on operational processes, business relationships and know-how.

14.2 In case no prior ranking individual NDA between parties has been signed that covers the purchasing under these terms, the parties agree not to disclose confidential information, unless otherwise expressly stated in these terms of use. This obligation continues for a period of 5 years after termination of the customer agreement. For trade secrets within the meaning of Directive (EU) 2016/943 the confidentiality obligation remains unaffected also for the period after 5 years as long as the respective information does qualify as trade secret.

14.3 The parties shall only grant access to confidential information to those bodies or employees or bodies or employees of affiliated companies within the meaning of Sections 15 and following German Stock Corporation Act (Aktiengesetz) who have previously been subject to confidentiality obligations corresponding to the confidentiality obligations of these terms of use. A transfer to other third parties is only permitted if they are bound to secrecy by professional secrecy. Furthermore, the parties will only disclose the Confidential Information to those employees and other third parties who need to know in order to comply with these terms of use and - as far as employees are concerned - will oblige such employees to maintain confidentiality to the extent permitted by employment law even after they have left the company.

14.4 Excluded from the foregoing obligations of confidentiality is such confidential information

a) which was demonstrably already known to recipient at the time of the conclusion of these terms of use without breach of any contractual or statutory duty of confidentiality, or become lawfully known to recipient thereafter from a third party without being subject to any duty of confidentiality,

b) which is publicly known at the time of conclusion of the customer agreement or are made publicly known thereafter, unless this is based on a breach of the customer agreement,

c) which has been independently developed by a party independently of any confidential Information obtained under terms of use,

d) which must be disclosed due to legal obligations or by order of a court or authority or is disclosed for reasons of legal defense. To the extent permitted and possible, the recipient subject to the disclosure obligation will give prior notice to the other party,

e) which is disclosed by one party with the prior written consent of the other party.

14.5 Publications relating to the subject matter of the terms of use are only permitted with the consent of both parties. For publications concerning the provider, the regulations at: must be observed.

14.6 Customer agrees not to carry out any observation, examination, dismantling or reverse engineering of the online shop without the prior consent of provider, unless the online shop is publicly available. Customer is not entitled to disassemble, decompile or translate received Software into any other code form, without prejudice to the customer's mandatory copyright rights under Articles 5 and 6 of EU Directive 2009/24/EC (exceptions to acts requiring consent and decompilation).

15. Export control and customs

15.1 In case not otherwise individually agreed, the following export control and customs conditions apply.

15.2 Each party is entitled to refuse to perform its obligations under these terms of use insofar as the performance is prohibited or impaired by foreign trade law (including, without limitation, national and international (re-)export control and customs regulations, including embargos and other sanctions) which is – in accordance with this law – applicable to these terms of use ("Foreign Trade Law"). In such cases, either party is entitled to terminate these terms of use to the extent necessary. If a partial performance is excluded for technical or legal reasons or if a party has no interest in a partial performance, the termination shall lead to the termination of the entire contract.

15.3 If the fulfilment of the contract is delayed due to approval, authorization or similar requirements under Foreign Trade Law (hereinafter collectively referred to as Authorization"), agreed delivery periods and delivery dates shall be extended/postponed accordingly and neither party shall have any liability for non-compliance related to such delay. Should an authorization be refused or not be granted within three (3) months from the date of application, either party shall be entitled to terminate these terms of use, in any case to the extent that the fulfilment of the contract requires the authorization. If a partial performance is excluded for technical or legal reasons or if a party has no interest in a partial performance, the termination shall lead to the termination of the entire contract.

15.4 Each party shall notify the other party within a reasonable time period upon becoming aware of a Foreign Trade Law, which may prohibit or impair performance to Section 15.1 or delay in performance according to Section 15.2.

15.5 Upon provider’s request, customer must provide any information and documents necessary to comply with Foreign Trade Law or requested by authorities in relation to Foreign Trade Law. Such information and documents including, without limitation, information on end customers/users, the destination and the intended end-use of the online shop and/or products. Provider, in its sole discretion, shall be entitled to withdraw from any contracts or to refuse the performance under these terms of use if the customer does not provide the provider with such information and documents within a reasonable period of time.

15.6 In the event that customer provides the online shop to any third party (specifically including any affiliate of the customer), the customer shall comply with applicable Foreign Trade Law. Provider is entitled to refuse to perform its obligations under these terms of use and to terminate the license terms and conditions for cause if customer breaches this obligation.

15.7 To the extent permitted by applicable law, provider takes no liability for any claims of the customer for damages related to or arising from provider’s refusal to perform obligations under these terms of use or termination of the customer agreement in accordance with Sections 15.1, 15.2, 15.4 and 15.5.

15.8 Any customs-cross-border provision of digital products (incl. related know-how, technology, or data) shall be made exclusively in electronic form.

16. Changes to the online shop

The provider reserves the right to change, amend or discontinue the online shop at any time. The customer shall have no claim to the retention of the online store. Provider will endeavor in each case to consider the legitimate interests of the customer.

17. Change of the terms of use

17.1 The provider is entitled to change or supplement these terms of use at any time with effect for the future if this is necessary due to legal changes or due to functional or technical developments of the online shop.

17.2 The customer shall be notified of a change or addition at least six weeks before it takes effect on a permanent data carrier (e. g., by e-mail or paper printout). If the customer does not object to the change or amendment within 30 days of the announcement of the change or amendment, this shall be deemed to be consent to the change or amendment ("deemed consent"); the provider shall make separate reference to this in the announcement. The deemed consent does not apply to a change that affects a main service of the customer agreement if this would result in an unfavorable disproportion between service and consideration to the detriment of the customer. In the event of an objection, the customer agreement shall be continued under the previous conditions.

17.3 Editorial changes to these terms of use, i.e., changes that do not affect the customer agreement, such as the correction of typing errors, shall be made without notifying the customer.

18. Applicable law, place of jurisdiction

18.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN United Nations Convention on Contracts for the International Sale of Goods.

18.2 The exclusive place of jurisdiction for all legal disputes arising from or in connection with these terms of use shall be Stuttgart, Germany.

19. Final provisions

19.1 Operational disruptions caused by unavoidable events (i) beyond provider's control, (ii) which could not be averted with reasonable effort, and (iii) which could not have been foreseen even when exercising with extreme care, and (iv) which make provider's obligations under these terms of use considerably more difficult or completely or partially impossible, such as strikes, lockouts, exceptional weather conditions, operational or traffic disruptions and transport obstructions ("force majeure"), discharge provider from its obligations under these terms of use for the duration of such an event plus a reasonable restart period.

19.2 Legally relevant declarations and notifications to be made to the provider after the conclusion of the contract (e. g., setting of deadlines) shall be made in text form (letter, e-mail) to be effective).

19.3 Should any provision of these terms of use be or become invalid or unenforceable, this shall not affect the remaining provisions.