Terms and Conditions and data protection provisions of wholesale 4u

1 Object of Agreement

2 User and Utilization Requirements

2.1 The utilization of wholesale 4u is exclusively available to the sellers and buyers of wholesale 4u.

2.2 Only persons who are commercial agents pursuant to the Australian ARB (Australian Registered Business) and New Zealand NZRB (New Zealand Registered Business) shall be permitted to register as users. wholesale 4u shall have the right to require the user verify compliance with the utilization requirements for wholesale 4u. Interested potential users shall declare upon registration that all information provided is true and complete, and in particular that the user fulfils the requirements. In the event that the user should not be a natural person, the agent acting on behalf of the user shall be required to prove his/her power of attorney for the user. wholesale 4u shall have the right to define the details of the representation proof. Apart from that, wholesale 4u shall base its acceptance of the existing utilization requirements and the relevant power of attorney on good faith.

2.3  In the event that the user is a natural person, this person must be of legal adult age and must be legally able to conduct business without any restrictions.

2.4 There is no entitlement to the utilization of wholesale 4u, given that wholesale 4u can exclude members or sellers at any time during the application process or the contract term, without citing reasons, for example due to security issues.

2.5 Upon registration, the user shall accept these T&Cs (Terms & Conditions) as well as any modifications of these T&Cs communicated to the user. In the event that the T&Cs are changed, the user will be notified in text form, and the user shall have the opportunity to object to the changes and terminate the user relationship. Should the user fail to raise objections, the new T&Cs shall be deemed accepted.

3 Registration and Contract Execution

3.1 The user shall be able to register with wholesale 4u by completing and sending the registration form to wholesale 4u. Upon registration, the user shall accept the specific order terms and the General Terms & Conditions. The registration as a user and the permission to utilize the platform shall be affected upon receipt of the registration form by wholesale 4u through a relevant declaration to the user via e-mail and activation of the user name and password in the system . The utilization contract shall be effective only upon finalization of the activation coding or sending of the order confirmation via e-mail.

3.2  Users shall not be entitled to the execution of a utilization contract. wholesale 4u reserves the right to reject and revoke the execution of a utilization contract or restrict utilization functions without citing reasons, in particular due to (a) incorrect information provided during the registration process, (b) misgivings about the power of attorney rights and the legal existence of the user and the latter's commercial use of the services, which have not been promptly eliminated at the user's cost through the presentation of suitable records, (c) misgivings about the ethical or financial standing of the applicant/user, (d) suspicion of unethical business practices on wholesale 4u or competitive interests against wholesale 4u, (e) violations of wholesale 4u provisions for use and General Terms & Conditions.

3.3  Depending on the order terms of the order, the contract shall be made for a test period with automatic extension for an additional 12 months or for a minimum term stipulated in the contract. The contract shall automatically be extended by the identical term, provided it is not terminated in writing at least 4 weeks prior to the expiration of the first or subsequent term. wholesale 4u shall confirm receipt of the termination notice within 7 days via e-mail.

3.4  The right to terminate without notice and one-sided exclusion for important cause shall not be affected. In the event that the user is accountable for the cause resulting in the exclusion or restriction by wholesale 4u pursuant to these General Terms & Conditions, the user shall not be entitled to any reimbursements, termination or reduction of applicable membership fees or payables.

3.5  The user shall undertake to notify wholesale 4u of all changes to the data submitted upon registration in a timely fashion. The user shall ensure to exercise utmost diligence to always provide wholesale 4u with the user's latest and valid e-mail address.

4 Access, User Identification and Password

4.1 The user shall undertake to ensure that the user name and password are protected from unauthorized access by third parties, and shall in particular not make these available to persons who pursuant to § 2 are not authorized to become users or that are not part of the user's company organization (expanded individual access rights).

4.2  wholesale 4u shall be notified of each and every abuse of the user name or password the user becomes aware of or suspects based on facts. The user shall be liable for the misuse of his/her user identification, unless the user proves that the abuse occurred within wholesale 4u scope of risk.

4.3  Access to the platform may be suspended upon three incorrect entries of the passwords.

5 Services rendered by wholesale 4u

5.1 wholesale 4u offers a platform, on which users publish product information, business contact interests or wanted ads and peruse respective publications and contact the respective seller.

5.2 Through its service portfolio, wholesale 4u offers members and sellers different forms of memberships or premium packages with different service variations, which are governed by order terms or additional contracts.

5.3 wholesale 4u shall have the right to change its service portfolio, as well as all functionalities and user surfaces that are part of its online trading place, at any time.

6 User Obligations

6.1 The user warrants that all information provided by the user on products, services or business contact offers are correct and not misleading. The user shall appear on wholesale 4u in the user's own name and shall diligently update the user's latest address, company and contact data.

6.2  The user warrants that the user exercises unrestricted control over the products offered and that the latter are not attached with third party rights and that adequate quantities of the product are available for sale.

6.3  The user shall undertake to utilize wholesale 4u services only in compliance with the general provisions of use (7) for sellers on wholesale 4u, as well as all applicable laws, good ethical conduct and the generally applicable Internet standards. Not permitted are in particular (a) the violation of third party rights, especially ownership, copy, name or brand name rights, (b) content that promotes violence or is pornographic in nature or that violates the provisions of criminal law in any other form, (c) entries that contain computer viruses, Trojan horses or other programs suitable to damage data or systems, or to secretly obtain or delete such data, (d) offers of products or content which may not be publicly sold or offered or the possession of which violates applicable laws.

6.4  The user shall bear all costs inherent in the set-up or change of the user's online connection, the utilization of the public communications network as well as the procurement and maintenance of the communications devices required to utilize the platform.

6.5  In the event that wholesale 4u should become the target of claims due to user contents and required to suspend, eliminate, provide information or compensation for expenses or damages to a third party, the user shall be required to reimburse to wholesale 4u all expenses including reasonable legal fees for the defence. In the event that the claims of such a third party should be in dispute, and the user cites non-existence of such claims, the user shall have the option to prevent liability toward wholesale 4u by providing wholesale 4u with adequate collateral for the cost of proceedings and damage claims in advance for the defence against claims and by joining the legal proceedings.

7 Seller Ads and Offers

7.1 All wholesale 4u users, sellers have the option to publish product offers, business contact or buying/contact wanted ads. To this end, the respective entry screen and required minimum information must be completed. The following general provisions and advertising guidelines shall apply to offers on wholesale 4u: - concrete product/lot information for the resale or business needs with concrete descriptions in the headline and in the brief description, as well as pricing information, - business contact ads with typical and ethical commercial content. Prohibited are – the provision of the homepage information and e-mail addresses in company names, image, headline and brief description, - misleading and objectively exaggerated statements, - generalized service descriptions, - offers that violate applicable laws, in particular competitive laws, commercial protection laws or contracts, - competitive offers (trading portals) against wholesale 4u.

7.2  Information on additional offers and Internet offers of the user shall be allowed in the respective fields and in the detailed product description. The upload of pure HTML-Code is possible within the detailed offer description, however, there shall be no individual entitlement to the availability of this feature .

7.3 wholesale 4u shall have the right to verify the offer content of users/sellers as well as the latter's identity and utilization prerequisites and to demand verification of the ability to deliver, to reject, modify, deactivate or delete offers.

7.4 wholesale 4u shall have the right to exclude sellers from the trade on wholesale 4u or deactivate partial functions without citing reasons. This shall apply in particular if the seller should violate duties, advertising provisions or the general terms and conditions of doing business on wholesale 4u. The same shall apply if such action is required to protect the security of wholesale 4u and its members.

7.5  The ad shall be inserted and be binding on the user as soon as it is registered in Wholesale´s4U database and activated by the user. The user shall have the option to autonomously revoke the user's offer on wholesale 4u. The revocation shall become effective upon deletion or suspension of the ad on wholesale 4u.

7.6  The ad placed by the user on wholesale 4u shall not yet be deemed a binding offer to enter into a purchase contract. Other users have the option to contact the seller in the event of interest in an offer via phone, telefax or e-mail contact forms. wholesale 4u shall provide the seller with the key data on the interested party via e-mail. Consequently, wholesale 4u acts as an information exchange medium only and assists in developing business without becoming a party to the purchase contract.

8 Allocation of Declarations of Will, Acts and Statements

8.1 All declarations of will, business-like transactions and other legally relevant statements or acts (in summary referred to as measures“) entered into wholesale 4u upon initiation of a user, transferred to another user or received by the latter, shall exclusively constitute measures undertaken by the users. wholesale 4u, in terms of these measures, shall neither act in its own name nor as an agent of third any other party.

8.2  wholesale 4u shall not accept any responsibility for the performance of services within the scope of the relevant business transaction.

9 Billing, Compensation and Special Electronic Funds Transfers

9.1 Upon registration with wholesale 4u, the user shall incur utilization fees according to Wholesale´s4U latest price list, which shall be accepted by the user along with the compensation provisions. The utilization fees shall be paid in advance of the use pursuant to the terms stipulated in the invoice to wholesale 4u, ancillary costs shall not be incurred.

9.2  The entitlement to compensation shall prevail regardless of actual utilization or possible contractual restriction of services by wholesale 4u during the agreed-upon term. This shall apply in particular also to service restrictions due to the incompatibility or specific software adjustments at the user's or the user's provider's end. The services and the access to wholesale 4u may be restricted especially if the user should be in default of payment of utilization fees.

9.3  The user shall explicitly accept invoices and relevant information from wholesale 4u via e-mail, in PDF format for original print out and shall undertake to provide wholesale 4u with the latest and valid e-mail address at all times. Upon request, wholesale 4u shall provide a printed out version of the invoice to be transmitted via telefax or via postal services.

9.4  In the event that the user should be communicated to wholesale 4u an authorization and data for the electronic billing of wholesale 4u utilization fees to the user's credit card or bank account, during the registration process or during the membership term, wholesale 4u shall have the right to store such data and transfer it to relevant processing services and banks, provided the data protection provisions and security requirements are complied with. The authorization for electronic billing shall be effective upon granting of such authorization in compliance with these provisions until it is revoked, and shall apply to all costs of the current and future utilization of wholesale 4u, regardless of the possible business basics. wholesale 4u shall in particular be authorized to bill recurring costs such as annual fees for current contracts upon granting of the first order without the need to obtain further authorizations for bank account or credit card billing. The user shall be required to keep wholesale 4u abreast of the latest connection data. In the event that contractual billing cannot be executed or is revoked due to objections or lack of funds, the user shall be liable for the compensation of potential surcharges and fees of the payment organizations to wholesale 4u in addition to the originally owed amount.

10 Data Protection, Data Stores, Data Extension

10.1 As a user, upon application and registration with wholesale 4u, you agree with the storage and processing of your personal and business user and utilization data, your published offers, your system internal e-mail traffic, insofar as this information is required within the scope of the business purpose by wholesale 4u and archiving is required for documentation and security purposes.

10.2  wholesale 4u shall in particular be authorized to publish your membership data and e-mail address (a) within the scope of services rendered by wholesale 4u on wholesale 4u and to forward them to sellers with inquiries (b) to utilize this information for the mailing of membership invoices and information to and from wholesale 4u, during and after the membership, until such authorization is revoked (c) provide this information to authorized parties within the scope of legal obligations and (d) in all cases of justified interest resulting from the user activities on wholesale 4u pass such information on to third parties or public service agencies. The user's required approval is obtained with the acceptance of these special provisions and the utilization of wholesale 4u.

11 Warranty Exclusion

11.1 The following liability restrictions in favor of wholesale 4u shall apply to all information, declarations of will, contracts between third parties and inquiries about goods and services within the scope of wholesale 4u:

11.2 wholesale 4u does not provide any warranties for agreements made between applicable users and for information provided between the parties.

11.3 wholesale 4u excludes any and all warranties for goods and services delivered by the seller to the buyer. wholesale 4u does in particular not accept and liability for the correctness and completeness of information and declarations provided by a buyer or seller concerning the quality and usability of the products and services to be delivered, for the latter's suitability for a certain purpose intended by the buyer, and for the non-infringement of such delivered goods and services for any third party rights, for the existence, ethical and financial standing of members, users, sellers and buyers.

11.4  wholesale 4u cannot rule out with absolute certainty the actual non-existence of the person stipulated in the declarations of will as a buyer or seller, transferred or received by wholesale 4u. The true point of origin of a declaration of will thus shall remain dubious at all times. The user who presents or accepts an offer consequently shall act at the user's own risk in terms of the existence of the contract partner.

11.5  Moreover, wholesale 4u cannot rule out with absolute certainty that a password is accessed by a person not authorized by the user for the provision for declarations of will. This risk shall remain with the user as well. A liability of wholesale 4u shall be excluded based on the provisions governing messengers without messenger power, unless an act of deliberation or gross negligence should have occurred.

12 Exclusion of Liability

12.1 wholesale 4u shall not be liable for claims based on the fact that wholesale 4u is temporarily unavailable to users, in particular because of maintenance work, as long as the interruption does not exceed a total period of 5 % of a year per calendar year and in cases of longer interruptions no act of deliberation or gross negligence should has occurred.

12.2  wholesale 4u shall not be liable fort he completeness an correctness of information, advice and recommendations provided by users on the wholesale 4u website or made accessible via the wholesale 4u website.

• In particular, wholesale 4u distances itself from all Internet-links as well as their respective content and creators tied into the offer, and shall not be liable for the content, business transactions made or damages incurred via such links.
• wholesale 4u shall not be liable for any damages occurring in the context of errors in software and hardware utilized as well as those incurring in particular due to technical defects on the Internet. wholesale 4u shall especially not be liable for accountability independent cases of liability for damages occurring due to a lack of availability ort he perfect functioning of the Internet, the utilization of software or hardware in the context of using the website of wholesale 4u as well as the faulty or inadequate provision of contractual services due to technical inadequacies of the soft and hardware and the Internet. This shall, in particular, also apply to service restrictions occurring due to incompatibilities or specific software adjustments at the user´s or the latter´s provider´s end.
• wholesale 4u shall not be liable for damages due to errors in offers provided by sellers on wholesale 4u website and the relevant buyer responses. wholesale 4u shall, in particular not be liable for damages resulting from the removal or suppression of seller and buyer entries on wholesale 4u website or from the failure to remove or suppress such information.
• wholesale 4u shall not be liable for damages resulting from acts of minor negligence of a contractual requirement that is not an integral provision. This shall also apply to acts of minor neglect in terms of contractual requirements that are not integral provisions during the negotiation of a contract and a minor infraction of statutory liability due the minor neglect.
• In the event of liability, with the exception of acts of intent, the requirement to compensate for damages shall be restricted to typical and foreseeable damages, in any case, however, to the average case typical damages.
• wholesale 4u shall not be liable for the content of the websites of third parties, in particular for those of stores within wholesale 4u that are being directly or indirectly referred to on wholesale 4u website.
• The above liability restrictions shall apply accordingly to the legal representatives, employees and agents of wholesale 4u.
• wholesale 4u emphasizes that buyers and sellers do have the option to obtain insurance coverage against potential damages.

13 Jurisdiction/Applicable Law

13.1 This contract shall be governed by the laws of Australia .

13.2 The sole place of jurisdiction for any and all contracts executed on the basis of these General Terms and Conditions shall be Melbourne , Australia . wholesale 4u shall have the right to file suit also at the general place of jurisdiction of the user.

14 Final Provisions

14.1 The incorporation of the user's General Terms and Conditions is herewith refused.

14.2 In the event that individual provisions of this contract should be ineffective or become ineffective at a later date in full or in part, this shall not affect the validity of the remaining contract.

14.3 The ineffective provision shall be replaced by the parties by an effective provision that meets the economic purposes of the ineffective provision as closely as possible.