- Dated 2016-01-22 - 

Nota Bene: These terms are translated from the German language ToS. In case of conflict, the German text prevails.

A. General Conditions

  1. General

    1. The contractual relationship between NB GmbH, Fabrikstr. 3, 48599 Gronau, Germany (hereinafter: NB) and the users (hereinafter: USER(S)) of the industry web platform Nanobay’s marketplace and related applications provided and services rendered by NB (hereinafter jointly: NANOBAY) is exclusively governed by the following General Terms and Conditions in their applicable version.
    2. These General Terms and Conditions contain regulations applicable for USERS (hereinafter: VENDORS) who act as sellers in the marketplace, offering for sale goods and services, and for USERS (hereinafter BUYERS) who purchase these goods and services. Both VENDORS and BUYERS must be entrepreneurs in the sense of Sect. 14 BGB (German Civil Code). NB reserves the right to without delay block the accounts of VENDORS and/or BUYERS who are not entrepreneurs but instead are consumers in the sense of Sect. 13 BGB.
    3. Their registration with NANOBAY does not legally entitle USERS to use NANOBAY, they merely have permission to use the platform. The act of blocking a USER is ruled by the stipulations of Article 11 of these General Terms and Conditions.
    4. NB does not accept differing General Terms and Conditions of the USER unless NB has explicitly agreed to do so in writing.
  2. Conclusion of contracts in the online marketplace – basic principles and description of services

    1. At NANOBAY, NB provides amongst other things a marketplace for the distribution of goods and services (hereinafter jointly referred to as PRODUCTS) by the VENDORS. A prerequisite for using the online marketplace is that the offers and/or the purchase of the offered goods and/or the use of the offered services and/or the publishing of the information contained in the description of the PRODUCTS do not violate the applicable statutory regulations nor these General Terms & Conditions.
    2. NB itself does not offer goods or services at NANOBAY, i.e. NB itself does not become contracting party to the contracts concluded between USERS at NANOBAY. The performance of the contracts concluded at NANOBAY is a matter exclusively between the USERS who have become contracting parties through contract conclusion at NANOBAY.
    3. The contracts concluded between USERS at NANOBAY are exclusively business-to-business transactions between entrepreneurs.
    4. NB merely provides USERS with the technical and organizational infrastructure required for the proper performance of the contracts concluded at NANOBAY. The USERS are themselves fully responsible for the compliance with legal provisions and for the enforcement of any rights arising from the contracts concluded between them.
    5. In particular, NB does not take responsibility for
      1. the correctness and completeness of the information provided and the explanations given in connection with the offered goods and services,
      2. the offered goods and services as such, nor for
      3. the conduct and the ability to perform of the VENDORS.
    6. The USERS are obliged to adhere to the applicable laws in using NANOBAY. It is each VENDOR’s own responsibility to ensure that his/her offers are lawful and that no rights of third parties are being violated.
    7. NB can verify the data provided on registration only to a limited extent. NB verifies on registration of a USER only the VAT ID and/or business registration and/or registration with the commercial register and/or identity card. NB does however not take responsibility for the correctness of contact data in a user account. Each USER must therefore convince her/himself of the identity of his/her contracting partner before concluding a contract at NANOBAY.
    8. Should a transaction fail, the USER who is responsible for the failure must reimburse NB for the additional expenses incurred as a result of that failure.
  3. Saving the text of the General Terms & Conditions and future changes to the General Terms & Conditions

    1. This text shall be saved by NB on each USER registration.
    2. NB reserves the right to alter these General Terms and Conditions in the future insofar as such alteration is reasonable for the USERS to accept, taking into consideration the justified interests of NB. NB reserves the right to alter the applicable General Terms and Conditions as a consequence of changes in law, in supreme court decision tendencies or in market conditions, observing an appropriate notice period of at least four weeks. Such alteration shall be announced by publication of the altered General Terms & Conditions at the NANOBAY website on the Internet, specifying the effective date of the respective alteration. If the USER does not object to the alteration to the general Terms & Conditions within four weeks after its publication, the altered Terms & Conditions are considered as accepted. If the USER objects to the alteration to the General Terms & Conditions with due notice, NB shall be entitled to terminate the existing contract with the USER with effect as from the point in time when the respective alteration becomes effective. The respective contents of the USER will subsequently be deleted from the database. The USER may not derive any claims against NANOBAY or NB from that.
    3. The USERS will be informed in writing of any alterations to the General Terms and Conditions in due time before the alteration takes effect. The alterations shall be deemed accepted and become effective if the USER has not objected to them within a month after receipt of the respective notice of alteration, provided that NB has in the notice explicitly pointed this consequence out to the USER. A change in the fees for services that are not rendered by NB itself but by third parties while using the services of NB or for services that within the framework of the contract are to be regarded as auxiliary services does not require authorization.
    4. NB reserves the right to terminate the utilization relationship with USERS after expiry of a 14-day notice period without giving any reasons, if these USERS do not accept the new General Terms and Conditions.
  4. Technical aspects. availability and maintenance work

    1. The VENDORS are themselves responsible for the display of their offers on end devices. NB is entitled to technically modify article descriptions and content of USERS in a way that enables the display of this content on mobile end devices or software applications used by NB or by third parties.
    2. NB may attach to certain requirements the use of NANOBAY or of individual functions of NANOBAY, or the extent to which individual functions may be used. Such preconditions may for example be verification of the registration data, duration of use, status of valuation profile (including detailed seller evaluations), payment behaviour. NB may also make the use of NANOBAY or of its individual functions conditional on the submission of certain proof (e.g. identity proof, purchase vouchers, payment vouchers, or proof of ownership).
    3. NB reserves the right to temporarily restrict its services in relation to NANOBAY if this is necessary with regard to the capacity limitations, the security or the integrity of NANOBAY’s servers, or in order to carry out technical measures, or if such restriction serves the orderly or improved provision of services. In such cases NB safeguards the justified interests of the USERS, e.g. by giving advance notices.
    4. Offers that are due to expire during a time when NANOBAY is not available due to maintenance activities or other disruptions to the availability of NANOBAY will not be prolonged, not even if interested USERS are thus prevented from concluding a contract due to NANOBAY not being available.
    5. Should an unexpected system breakdown prevents the utilization of NANOBAY, NB will without delay notify the USERS in an appropriate form.  
    6. Number 8 of this Section A of these General Terms and Conditions („Indemnity“) shall be unaffected by the regulations of Number 4 et seq of this Section A.
  5. Offers and Conclusion of contract

    The presentation of the PRODUCTS of the VENDORS at the marketplace of NANOBAY is merely a non-binding invitation to the BUYER to enter into a contract in order to purchase or utilize PRODUCTS (invitatio ad offerendum). By submitting an order the BUYER makes the VENDOR a binding offer to conclude a contract for purchase of the PRODUCTS contained in the shopping basket. The following conditions shall apply:

    1. NB does not stand in any contractual and/or pre-contractual relationship with in connection with the transactions initiated or performed between USERS at NANOBAY. The USERS are obliged to convince themselves of the ability to perform and of the identity of their potential contract partners prior to concluding a contract.
    2. The descriptions of the PRODUCTS listed at NANOBAY by the VENDOR shall not constitute binding offers.
    3. The BUYER must be logged into his/her customer account to be able to place orders.
    4. By placing an order, the BUYER makes the VENDOR a binding offer to conclude a contract for the purpose of purchasing the PRODUCTS contained in the BUYER’s shopping basket. The USER must keep secret the log-in data to his/her NANOBAY user account and shall refrain from allowing third parties to use his/her NANOBAY user account. If a USER knowingly allows a third party to use his NANOBAY user account, the authorization to represent the USER shall be deemed granted to this third party. This means that all declarations of intent submitted via the NANOBAY user account by the third party are fully effective, be it to the advantage or disadvantage of the USER. USERS are basically liable for all activities that are undertaken by means of their NANOBAY user accounts.
    5. The VENDOR and NB shall without delay confirm by automatic email the receipt of the purchase offer. This automatic email confirmation does not in itself lead to the conclusion of a contract. The VENDOR shall accept the offer within five working days after the order has been placed, either by separate declaration of acceptance by email or by delivery of the merchandise or tacitly by performance. Time of receipt of the merchandise by the BUYER is decisive here. Only if the separate declaration of acceptance has been given or the merchandise has been received within the above stated time limit shall the purchase contract be deemed concluded. Sending an invoice to the BUYER is on a par with an explicit notice of acceptance. If the VENDOR does not accept the offer of the BUYER within the above stated time limit, the offer shall be deemed rejected.
    6. The contract language shall be chosen by the respective VENDOR. If the contract language chosen is not covered by the selection provided (English or language of offer), the VENDOR is obliged to mention this fact in the PRODUCT description.
    7. The processing of the order and the communication between VENDOR and BUYER shall be done exclusively by email, using the email addresses registered at NANOBAY. The USER is obliged to regularly check the email account of the address registered at NANOBAY and to make sure that the emails sent by the contract partner and/or by NB are noticed, even if spam filters are being used.
  6. Payments made during contract performance

    1. The BUYER shall pay the purchase price for a product purchased from the VENDOR via NANOBAY either by way of direct debit authorization, PayPal payment, prepayment / cash on delivery, or by another payment method accepted by NANOBAY.
    2. All payments by the BUYER to the VENDOR have to be effected by means of the payment functions provided at the NANOBAY marketplace.
    3. In connection with the payment of the purchase price, the VENDOR may only contact the BUYER by means of the functions provided within the NANOBAY user account. For all issues in connection with the payment or a refund of the purchase price, USERS are not permitted to make contact outside the NANOBAY marketplace.
    4. The VENDOR is obliged to process all payments between the VENDOR and NB and all other payments in connection with the purchase contract concluded at NANOBAY exclusively by means of the functions provided within the NANOBAY user account. NB reserves the right to alter or discontinue these functions at any time without previous notice. These functions are subject to the restrictions laid out in the applicable help pages and in these General Terms and Conditions.
    5. The amount due and to be paid out to the VENDOR according to these General Terms and Conditions (hereinafter: amount due) is the total amount paid by the BUYER for the products of the VENDOR, less
      1. the amount kept by the VENDOR as reserve fund (cp. regulation in Section B (2.)).
    6. An amount paid by a BUYER as purchase price for a particular product of the VENDOR does not become due to be paid out to the VENDOR (or, in the event that the amount has already been paid out, shall be refunded to NB), and NB shall not be liable to the VENDOR for the payment of this amount, if NB:
      1. determines that the VENDOR does not deliver the PRODUCT without delay or that the VENDOR in any other way has violated these General Terms and Conditions and NB as a consequence effects a refund of the purchase price to the BUYER;
      2. prevents the realization of a transaction or payout because a limit set forth as a security measure has been exceeded, or
      3. allows a BUYER to withdraw from a transaction because the payment process via NANOBAY was not possible after the initiation of a transaction;
      4. NB discovers that it is a matter of a faulty payment or that it is a duplicate payment for a doubly handled transaction;
      5. the payment is part of a back transfer by a credit card company or by the VENDOR’s bank.
    7. In case a refund by the VENDOR to the BUYER is necessary according to the regulations in this section, then NB may without separately notifying the VENDOR effect a refund to the BUYER,
      1. by deduction from the VENDOR’s reserve funds,
      2. by return debit of the VENDOR’s bank account,
      3. by chargeback of the VENDOR’s credit card
      4. by utilizing the VENDOR via other means.
    8. Should NB decide not to re-debit a VENDOR with a chargeback to a BUYER, a failed payment or any other type of non-payment, then NB will take over the outstanding debits connected to such non-payment and in the process of this the seller will cede all claims, rights, legal titles and interest regarding these outstanding debits irrevocably to NB.
  7. Utilization of the marketplace at NANOBAY, prohibited PRODUCTS and content

    1. It is the responsibility of the VENDOR to ensure that his/her PRODUCTS, including the images and other content used, are lawful and that no rights of third parties are being violated.
    2. The VENDOR shall refrain from offering or advertising PRODUCTS the offering, sale or purchase of which violate statutory provisions and/or these General Terms and Conditions and/or the rights of third parties and/or which are morally objectionable. NB reserves the right to make the sale of certain PRODUCTS subject to conditions which go beyond the statutory requirements.
    3. The VENDOR shall refrain from unduly influencing the search functions of the NANOBAY marketplace, e.g. by unauthorized insertion of trade names, company symbols or other search terms in the article designation or description.
    4. When listing items the VENDOR must abide by these General Terms and Conditions. VENDOR is obliged to list the PRODUCTS in the appropriate category and to use texts and images which describe the PRODUCTS as precisely as possible. The descriptions must be complete and must list the basic characteristics of the PRODUCTS. The scope of delivery must be specified. This means that all characteristics and features that are essential in deciding whether to make a purchase must be provided truthfully; furthermore full information on payment and delivery terms must be provided.
    5. If there are statutory notification and information requirements to be followed with respect to certain PRODUCTS (goods and/or services), it is the VENDOR’s obligation to ensure that these requirements are being met as regards article description and shipment of PRODUCTS, e.g. the access to data sheets and safety sheets must be ensured and all other obligatory information regarding the PRODUCTS on offer must be provided in the form prescribed by law. The VENDOR may not list any PRODUCTS at NANOBAY without fulfilling the statutory requirements regarding the applicable information obligations and rules of conduct.
    6. It may occur that for technical reasons, individual PRODUCTS can after listing not immediately be found via search by category or by means of search terms. NB enables the USERS to sort search results by means of different criteria. If a USER does not use any selection criteria, the order of the search results is determined by various factors, such as format of the offer, designation of the PRODUCT, number of search queries, number of sales, price, shipping costs, standards of the VENDOR. The VENDOR is not entitled to demand a particular order of the search results.
    7. The article description and the images used in this connection must refer exclusively to the goods and/or services offered for sale in the concrete PRODUCT. Advertising for goods and/or services offered outside the online marketplace of NANOBAY is not permitted.
    8. Within the context of utilizing NANOBAY, VENDORS may not use any quality labels, guarantee labels or other symbols of third parties if they have not been authorized to do so. NB reserves the right to prohibit the use of particular quality labels, guarantee labels or other symbols of third parties at NANOBAY.
    9. VENDORS are not permitted to charge BUYERS sales fees, fees for payment instruments or commissions in addition to the purchase price.
    10. The USERS are themselves responsible for archiving at an independent storage medium information accessible at NANOBAY and stored by NB which they require for the purpose of preserving evidence, keeping books and for other purposes.
    11. USERS may not block, overwrite or modify content generated by NB or other USERS, nor interfere with the NANOBAY website in any other way, in particular if doing so might impose a disproportionately large load on the NANOBAY infrastructure.
  8. Liability

    1. Outside of the applicable warranty law, the claims of the USERS against NB for damage compensation or for compensation of fruitless expenditure are governed by these General Terms and Conditions, regardless of the legal nature of the claims.
    2. Any liability by NB is excluded – irrespective of the legal grounds – unless the damage is due to willful intent and/or gross negligence by NB, its employees, representatives or vicarious agents. Insofar as a liability of NB is excluded or limited, this also applies to any personal liability by NBs employees, representatives or vicarious agents. The liability of NB in accordance with the German Law on Product Liability (Produkthaftungsgesetz) remains unaffected (Section 14 ProdHG).
    3. For damage resulting from loss of life, injury to a person’s body or damage to a person’s health caused by a willfull, grossly negligent or negligent violation of duty by NB or its legal representative or vicarious agent, NB shall be liable to the extent stipulated by law.
    4. If NB violates at least negligently an essential contractual duty, the said duty being of fundamental relevance for achieving the purpose of these General Terms and Conditions (essential contractual duty or cardinal duty), NB’s liability shall be limited to the typically occurring damage, i.e. to such damage whose occurrence is typically to be expected within the context of these General Terms and Conditions. An essential contractual or cardinal duty in the above mentioned sense is a duty whose fulfillment makes the proper execution of these General Terms and Conditions possible to begin with and the observance of which the USER relies on, and may rely on, regularly.
    5. Offers, PRODUCTS and content published by USERS at NANOBAY do not represent the opinion of NB and are principally not checked by NB for their legality, correctness and completeness.
  9. Indemnity against Liability

    1. In the event that a NANOBAY USER is accused by another NANOBAY USER or any third party to have infringed on the rights of others by having listed certain PRODUCTS or other content or by having used NANOBAY in any other way, the USER who has been accused shall release NB from all and any claims arising from the alleged infringement of other USER’s or third party‘s rights.
    2. The USER accused of an infringement shall bear NB’s expenses for necessary legal defence, including all court and attorney’s fees in the amount according to the applicable statutory regulations. The aforesaid does not apply if the accused USER cannot be held responsible for the alleged infringement of rights. In the event of a claim against him/her by a third party, the accused USER is obliged to provide to NB without delay, truthfully and completely all information that is necessary for examining the claims and for defence.
  10. Data storage and data protection

    1. USERS may not use addresses, contact data and email addresses they have obtained through their utilization of the NANOBAY marketplace for any other purposes than the contractual and pre-contractual communication. It is in particular prohibited to sell on these data or to use them for marketing purposes unless the specific USER has agreed expressly and in advance to this.
    2. In addition to these General Terms and Conditions, the data protection rules of the data protection declaration on the website https://www.nanobay.com/privacy shall apply.
  11. Termination, sanctions, blocking of an account

    1. USERS may terminate the utilization contract (fixed-term contract) by observing the applicable time limit, depending on the type of account (e.g. premium shop/account). The time limit applicable for the type of account chosen can be seen from the price list provided on the website https://www.nanobay.com/prices.
    2. NB may terminate the utilization contract at any time subject to a notice period of 14 days to the end of a month. The right to block an account in accordance with the following provisions shall remain unaffected.
    3. As soon as a USER has been blocked or his/her utilization contract has been terminated by NB, this USER may not use the marketplace at NANOBAY even by means of other NANOBAY accounts and is not allowed to log-in again. The fact that an account has been blocked or terminated does not affect the effectiveness of contracts already concluded at NANOBAY and fee claims of NB towards the USER.
    4. Should there be concrete evidence that a USER has violated statutory regulations and/or the rights of third parties and/or these General Terms and Conditions, NB, for example in order to protect USERS or third parties against fraudulent activities and/or health damage, reserves the right to take the following actions:
      • deleting offers, PRODUCTS, evaluations and other content
      • issuing warnings to USERS
      • delaying the publication of PRODUCTS or other content
      • restricting the use of NANOBAY
      • depriving USERS of a special user status
      • temporary blocking
      • permanent blocking of a NANOBAY user account
    5. In choosing the action to be taken, NB shall consider the justified interests of the specific USER and in particular if there is evidence that the violation is not attributable to that USER.
    6. NB may permanently exclude a USER from using the online marketplace of NANOBAY (permanent blocking of account), if
      • it has repeatedly received negative evaluations and thus blocking his/her account is necessary in order to protect the interests of other USERS or third parties.
      • it has entered incorrect contact information in his NANOBAY user account.
      • it has transferred his/her NANOBAY user account to a third party or has granted access to his/her user account to third parties.
      • it causes severe harm to other USERS or NB.
      • it has repeatedly violated these General Terms and Conditions or other agreements with NB.
      • another important reason exists.
    7. After a USER has been permanently blocked, it has no claim to have his/her NANOBAY user account restored.
  12. Final provisions

    1. The laws of the Federal Republic of Germany shall apply, to the exclusion of the UN Sales Convention.
    2. If the USER is a merchant, legal entity of public law or of special fund under public law, the exclusive place of jurisdiction for all disputes arising from this agreement is the business seat of NB in Gronau, Germany.
    3. The same applies if the USER is an entrepreneur and has no general place of jurisdiction in Germany

B. Special terms and conditions for the VENDOR

  1. Obligations of the VENDOR

    1. The VENDOR is obliged to describe the PRODUCT (purchase object), in accordance with the regulations in these General Terms and Conditions, as accurately and in as much detail as possible. Upon conclusion of a purchase contract the VENDOR is further obliged to dispatch and hand over the purchase object to the BUYER. The VENDOR is aware that in the event of a failure to fulfil this obligation, the conduct on which this failure is based may lead to legal prosecution. NB reserves the right to claim damages from the VENDOR if NB compensates the specific BUYER of an PRODUCT in accordance with the regulations of these General Terms and Conditions as a result of the inadequate fulfilment of the purchase contract.
    2. The VENDOR will for each PRODUCT he/she is offering at NANOBAY indicate the country from which the PRODUCT will be dispatched.
    3. Value added tax and other taxes/levies on PRODUCTS of the VENDOR:
      The VENDOR is obliged to determine if any taxes, in particular value added tax, levies, import and export duties or other duties are to be paid on the PRODUCTS he/she is offering, to calculate these and to pay or specify them. The VENDOR is furthermore obliged to indicate the price for the PRODUCT offered including value added tax and all other levies, import and export duties and other duties which the BUYER may have to pay. Alternatively the VENDOR shall point out to the BUYER that he/she may have to bear value added tax or other levies, import and export duties or other duties. NB shall not be obliged to determine if value added tax or other taxes become due on the sale of PRODUCTS between VENDOR and BUYER, nor shall NB be obliged to withhold, pay or specify such taxes.
  2. Reserve funds and refunds

    1. All refunds and other reimbursements by the VENDOR in connection with transactions at NANOBAY shall be effected by NB (if possible using the same payment method the USER has originally used for purchasing the PRODUCT), and the VENDOR will reimburse NB for all such amounts.
    2. In order to cover the obligations of the VENDOR with regard to potential refunds to BUYERS, the VENDOR is obliged to always keep a basic amount in his NANOBAY user account. This amount shall be equivalent to the turnover of the directly preceding 14 days (on a rolling basis) of his sales activities, less possible deductions according to this number 2 (“reserve”).
    3. NB is entitled, at its own discretion in consideration of the number and amount of payment reversals, refunds and other indications in relation to the VENDOR, to determine a higher reserve or to permit a lower reserve. NB shall individually determine the amount of the necessary reserve at its own discretion, giving due consideration to the justified interests of the VENDOR and to the sales history of the VENDOR so far, and shall inform the VENDOR accordingly.
    4. In order to cover the obligations of the VENDOR with respect to the payment of incurred sales fees pursuant to the following number 3, the VENDOR agrees to set these off against the reserve kept in his NANOBAY user account. NB shall issue an invoice with respect to the set-off for the accounting period of one month respectively (in the following month). The regulations of Section B, number 3 shall remain untouched by this.
    5. The reserve shall not be paid out before the NANOBAY user account has been terminated.
    6. The VENDOR shall bear the risk of credit card fraud (i.e. the risk of fraudulent sales agreements based on theft and of unauthorized use of credit card information of third parties) in connection with an authorized credit card payment by the BUYER and all other risks of fraud and loss.
    7. Notwithstanding the foregoing provision in this number 2, NB is entitled to limit the possibility of making transactions with regard to amount and frequency for individual or all USERS. NB is not liable to the VENDOR if a transaction, refund or reimbursement of other amounts is not effected due to a limit having been set as a security measure or due to a BUYER having been permitted to withdraw his/her offer to conclude a purchase contract due to payment processing via NANOBAY not being available because of a system failure.
    8. In the event that NB, adequately and based on information available to NB, reaches the conclusion that actions and/or the performance of the VENDOR in connection with this agreement could result in disputes, reclamations or other claims, NB is, irrespective of the other regulations of these General Terms and Conditions, entitled to claim, at its own discretion, a basic reserve amount which is higher than the aforementioned basic reserve amount. Alternatively, NB shall be entitled to temporarily block the USER until the thus determined basic amount has been paid.
    9. Notwithstanding anything to the contrary in these General Terms and Conditions, NB is entitled to refuse any payment to the VENDOR and to either transfer the existing balance to a trust account or to refund the amount to the BUYER, if, within reason, a violation of these General Terms and Conditions by the VENDOR can be assumed. In such an event, NB shall not be liable.
    10. Section A number 8 of these General Terms and Conditions („Liability“) shall remain unaffected by the aforementioned regulations in number 2 et. seq.
  3. Transaction fees at NANOBAY / billing

    1. The VENDOR pays a sales fee, which may be dependent on the category, per sold PRODUCT in accordance with the fee schedule in effect at the time when the PRODUCT was listed at NANOBAY. There is a minimum sales fee for PRODUCTS of all categories (this minimum sales fee applies only if the sales fee calculated as a percentage of the total sales price is below the minimum sales fee).
    2. NB charges the sales fee as a percentage of the gross total sales price (equivalent to the total amount paid by the BUYER, i.e. price of the PRODUCT plus postage and/or packaging costs), at least however the applicable minimum sales fee per PRODUCT.
    3. The prices and sales fees applicable to the VENDOR and effective at the time when the order is being processed at NANOBAY shall apply. These can be accessed under https://www.nanobay.com/prices.
    4. All fees and prices are in Euro unless stated otherwise; they are deemed to be net of value added tax if applicable; and they are due immediately.
    5. In so far as the sales fees are subject to value added tax, NB reserves the right to claim value added tax with respect to these fees. If the VENDOR keeps an enterprise which has its seat in a country of the European Union (with the exception of Germany) and has provided NB with a valid VAT identification number (VAT ID) of a member country of the European Union, value added tax on sales fees will usually not be charged.
    6. For the purpose of clearing the sales fees incurred, the VENDOR shall (notwithstanding the aforementioned number 2.4 in this section B) authorize NB to debit the VENDOR via the Business-to-Business Direct Debit Scheme. Clearance of the Business-to-Business Direct Debit Scheme via a PayPal account is possible.
      1. All sales fees that become due within one month shall be invoiced as one sum at the beginning of the following month.
      2. On receipt of the invoice the whole amount shall become due and shall be debited within 4 to 6 working days by way of the Business-to-Business Direct Debit Scheme.
      3. The fees for other services shall be determined by the applicable price list.
      4. If debiting of the fees via the Business-to-Business Direct Debit Scheme is not possible and this failure cannot be attributed to NB or the payment service provider, then the VENDOR shall be obliged to pay the additional expenses incurred.
      5. If the VENDOR states in his/her NANOBAY user account a bank account which is not managed in Germany, the VENDOR shall be obliged to bear the fees for cross-border money transfers insofar as these have actually been incurred and can be considered as corresponding to market terms.
    7. The VENDOR is furthermore entitled to register his credit card data in his/her NANOBAY user account. The incurred sales fees shall be automatically charged to the credit card each month in the amount of the invoice value. In all other respects the regulations of the aforementioned number 3.6. of this section B shall apply accordingly. It may occur that the credit institution of the VENDOR charges an additional international service fee per booking in the amount of the rate applicable to the credit card registered in the user account.
    8. NANOBAY offers the account types indicated in the applicable price list. On registration, the USER may choose a type of account. An upgrade to a higher-level account type is possible at any time, a downgrade to a lower-level account type after expiration of the applicable contract term.
      1. Free-of-chargeNANOBAY user account:

        The free-of-charge NANOBAY user accounts offers the USER the following options:

        • to buy PRODUCTS
        • basic sales options: offering up to 1 PRODUCTS at the same time
        • to become a member of and gain access to the NANOBAY network
        • to gain access to forum discussions
        • to respond to a job offer free-of-charge
        • to place a job offer for a fee
        • the option to supplement a conference for a fee
      2. Basic NANOBAY user account:

        The paid basic NANOBAY user account offers the USER the following functions in addition to the rights from the free-of-charge NANOBAY account:

        • extended selling options: Within the framework a basic NANOBAY user account, USERS may offer any number of PRODUCTS at their own shop page. For the reduced sales fees see here.
        • the opportunity to choose between various pre-fabricated shop designs or to order an individualized design
      3. Premium NANOBAY user account:

        Within the framework of a premium NANOBAY user account, the USER has access to all functions of the free-of-charge user account and of the basic user account. In addition, the USER has the option to be charged lower sales fees and to make prices available to other USERS only on request.

    9. The prices for the individual types of user account are defined by NANOBAY’s general price list in effect at the time when the respective contract is concluded.

C. Special terms and conditions for the BUYER

  1. Obligations of the BUYER

    1. In the event that the BUYER purchases PRODUCTS from VENDORS outside the European Union, he/she is obliged to obtain information on which levies (including value added tax), import and export duties and other duties he/she might be obliged to bear. NB assumes no liability in this regard.
  2. NANOBAY Shop Protection

    1. NB does not become contracting party in relation to the specific transactions. For the processing of an offer however, it is very important that the USERS may trust that the purchase contracts they conclude will be fulfilled. For this purpose, NB offers the NANOBAY Shop Protection.
    2. NB undertakes to refund each USER the purchase price up to a maximum amount of EUR 1,000.00 (in words: euro one thousand), if the following conditions are being met:
      1. Either the VENDOR does not deliver although the agreed amount has been correctly paid by the BUYER, or a commercially essential characteristic of the purchased PRODUCT deviates materially from the descriptions given by the VENDOR in the context of the offer.
      2. The BUYER has made the purchase at the NANOBAY website and paid by means of the payment functions prescribed in the applicable General Terms and Conditions (contractually stipulated payment processing).
      3. The purchase contract in question has been concluded between the BUYER and a VENDOR possessing a NANOBAY shop certification. In the event that the purchase contract has not been concluded with a VENDOR possessing a NANOBAY shop certification, i.e. with a one-time VENDOR or a USER/VENDOR without certification, any claim towards NB in accordance with this number 2 shall be excluded.
      4. The BUYER shall upon request provide NB with proof documents, receipts, correspondence, the PRODUCT itself and other documentation required for clarifying the issue, and, if NB requires him/her to do so, he/she shall set the VENDOR a time limit with threat of rejection and withdraw from the contract or contest the contract.
      5. In the event that a commercially essential characteristic of the purchased PRODUCT deviates materially from the description, the BUYER shall contact the VENDOR within five (5) days after receipt of the PRODUCT, inquire about a return address and return the PRODUCT to the VENDOR within fourteen (14) days in accordance with the applicable (statutory) regulations.
      6. The BUYER has paid the full purchase price and has not claimed any refunds from the payment service provider that acts as intermediary for the payment.
      7. At the earliest thirty (30) days after placing the NANOBAY marketplace order or three (3) calendar days after the expected delivery date if this is earlier, at the latest however ninety (90) days after placing the NANOBAY marketplace order, the BUYER must submit to NB the completed application form, in which he/she confirms that the conditions C 2.2.1 - 2.2.6 have been met. The BUYER shall submit to NB the transaction number and the documents which substantiate that the conditions C 2.2.1 – 2.2.4 have been met. In addition, the BUYER shall assign to NB in writing his/her claims against the VENDOR which arise from the contested purchase.
      8. Each USER may only five times in total make use of this protection for the marketplace NANOBAY which NB is providing. NB shall, subject to its reasonable discretion, be free to make exceptions, i.e. to grant further protection or to limit the number of times that the protection may be used.
    3. NB reserves the right to exclude the BUYER if he/she has abusively claimed NANOBAY shop protection (e.g. non-payment without legal reason, negative evaluation of an honest VENDOR).

Contact:

NB GmbH
Fabrikstr. 3
48599 Gronau
Germany

For further details please visit the imprint.

- Dated 2016-01-22 - 

Nota Bene: These terms are translated from the German language ToS. In case of conflict, the German text prevails.

A. General Conditions

  1. General

    1. The contractual relationship between NB GmbH, Fabrikstr. 3, 48599 Gronau, Germany (hereinafter: NB) and the users (hereinafter: USER(S)) of the industry web platform Nanobay’s marketplace and related applications provided and services rendered by NB (hereinafter jointly: NANOBAY) is exclusively governed by the following General Terms and Conditions in their applicable version.
    2. These General Terms and Conditions contain regulations applicable for USERS (hereinafter: VENDORS) who act as sellers in the marketplace, offering for sale goods and services, and for USERS (hereinafter BUYERS) who purchase these goods and services. Both VENDORS and BUYERS must be entrepreneurs in the sense of Sect. 14 BGB (German Civil Code). NB reserves the right to without delay block the accounts of VENDORS and/or BUYERS who are not entrepreneurs but instead are consumers in the sense of Sect. 13 BGB.
    3. Their registration with NANOBAY does not legally entitle USERS to use NANOBAY, they merely have permission to use the platform. The act of blocking a USER is ruled by the stipulations of Article 11 of these General Terms and Conditions.
    4. NB does not accept differing General Terms and Conditions of the USER unless NB has explicitly agreed to do so in writing.
  2. Conclusion of contracts in the online marketplace – basic principles and description of services

    1. At NANOBAY, NB provides amongst other things a marketplace for the distribution of goods and services (hereinafter jointly referred to as PRODUCTS) by the VENDORS. A prerequisite for using the online marketplace is that the offers and/or the purchase of the offered goods and/or the use of the offered services and/or the publishing of the information contained in the description of the PRODUCTS do not violate the applicable statutory regulations nor these General Terms & Conditions.
    2. NB itself does not offer goods or services at NANOBAY, i.e. NB itself does not become contracting party to the contracts concluded between USERS at NANOBAY. The performance of the contracts concluded at NANOBAY is a matter exclusively between the USERS who have become contracting parties through contract conclusion at NANOBAY.
    3. The contracts concluded between USERS at NANOBAY are exclusively business-to-business transactions between entrepreneurs.
    4. NB merely provides USERS with the technical and organizational infrastructure required for the proper performance of the contracts concluded at NANOBAY. The USERS are themselves fully responsible for the compliance with legal provisions and for the enforcement of any rights arising from the contracts concluded between them.
    5. In particular, NB does not take responsibility for
      1. the correctness and completeness of the information provided and the explanations given in connection with the offered goods and services,
      2. the offered goods and services as such, nor for
      3. the conduct and the ability to perform of the VENDORS.
    6. The USERS are obliged to adhere to the applicable laws in using NANOBAY. It is each VENDOR’s own responsibility to ensure that his/her offers are lawful and that no rights of third parties are being violated.
    7. NB can verify the data provided on registration only to a limited extent. NB verifies on registration of a USER only the VAT ID and/or business registration and/or registration with the commercial register and/or identity card. NB does however not take responsibility for the correctness of contact data in a user account. Each USER must therefore convince her/himself of the identity of his/her contracting partner before concluding a contract at NANOBAY.
    8. Should a transaction fail, the USER who is responsible for the failure must reimburse NB for the additional expenses incurred as a result of that failure.
  3. Saving the text of the General Terms & Conditions and future changes to the General Terms & Conditions

    1. This text shall be saved by NB on each USER registration.
    2. NB reserves the right to alter these General Terms and Conditions in the future insofar as such alteration is reasonable for the USERS to accept, taking into consideration the justified interests of NB. NB reserves the right to alter the applicable General Terms and Conditions as a consequence of changes in law, in supreme court decision tendencies or in market conditions, observing an appropriate notice period of at least four weeks. Such alteration shall be announced by publication of the altered General Terms & Conditions at the NANOBAY website on the Internet, specifying the effective date of the respective alteration. If the USER does not object to the alteration to the general Terms & Conditions within four weeks after its publication, the altered Terms & Conditions are considered as accepted. If the USER objects to the alteration to the General Terms & Conditions with due notice, NB shall be entitled to terminate the existing contract with the USER with effect as from the point in time when the respective alteration becomes effective. The respective contents of the USER will subsequently be deleted from the database. The USER may not derive any claims against NANOBAY or NB from that.
    3. The USERS will be informed in writing of any alterations to the General Terms and Conditions in due time before the alteration takes effect. The alterations shall be deemed accepted and become effective if the USER has not objected to them within a month after receipt of the respective notice of alteration, provided that NB has in the notice explicitly pointed this consequence out to the USER. A change in the fees for services that are not rendered by NB itself but by third parties while using the services of NB or for services that within the framework of the contract are to be regarded as auxiliary services does not require authorization.
    4. NB reserves the right to terminate the utilization relationship with USERS after expiry of a 14-day notice period without giving any reasons, if these USERS do not accept the new General Terms and Conditions.
  4. Technical aspects. availability and maintenance work

    1. The VENDORS are themselves responsible for the display of their offers on end devices. NB is entitled to technically modify article descriptions and content of USERS in a way that enables the display of this content on mobile end devices or software applications used by NB or by third parties.
    2. NB may attach to certain requirements the use of NANOBAY or of individual functions of NANOBAY, or the extent to which individual functions may be used. Such preconditions may for example be verification of the registration data, duration of use, status of valuation profile (including detailed seller evaluations), payment behaviour. NB may also make the use of NANOBAY or of its individual functions conditional on the submission of certain proof (e.g. identity proof, purchase vouchers, payment vouchers, or proof of ownership).
    3. NB reserves the right to temporarily restrict its services in relation to NANOBAY if this is necessary with regard to the capacity limitations, the security or the integrity of NANOBAY’s servers, or in order to carry out technical measures, or if such restriction serves the orderly or improved provision of services. In such cases NB safeguards the justified interests of the USERS, e.g. by giving advance notices.
    4. Offers that are due to expire during a time when NANOBAY is not available due to maintenance activities or other disruptions to the availability of NANOBAY will not be prolonged, not even if interested USERS are thus prevented from concluding a contract due to NANOBAY not being available.
    5. Should an unexpected system breakdown prevents the utilization of NANOBAY, NB will without delay notify the USERS in an appropriate form.  
    6. Number 8 of this Section A of these General Terms and Conditions („Indemnity“) shall be unaffected by the regulations of Number 4 et seq of this Section A.
  5. Offers and Conclusion of contract

    The presentation of the PRODUCTS of the VENDORS at the marketplace of NANOBAY is merely a non-binding invitation to the BUYER to enter into a contract in order to purchase or utilize PRODUCTS (invitatio ad offerendum). By submitting an order the BUYER makes the VENDOR a binding offer to conclude a contract for purchase of the PRODUCTS contained in the shopping basket. The following conditions shall apply:

    1. NB does not stand in any contractual and/or pre-contractual relationship with in connection with the transactions initiated or performed between USERS at NANOBAY. The USERS are obliged to convince themselves of the ability to perform and of the identity of their potential contract partners prior to concluding a contract.
    2. The descriptions of the PRODUCTS listed at NANOBAY by the VENDOR shall not constitute binding offers.
    3. The BUYER must be logged into his/her customer account to be able to place orders.
    4. By placing an order, the BUYER makes the VENDOR a binding offer to conclude a contract for the purpose of purchasing the PRODUCTS contained in the BUYER’s shopping basket. The USER must keep secret the log-in data to his/her NANOBAY user account and shall refrain from allowing third parties to use his/her NANOBAY user account. If a USER knowingly allows a third party to use his NANOBAY user account, the authorization to represent the USER shall be deemed granted to this third party. This means that all declarations of intent submitted via the NANOBAY user account by the third party are fully effective, be it to the advantage or disadvantage of the USER. USERS are basically liable for all activities that are undertaken by means of their NANOBAY user accounts.
    5. The VENDOR and NB shall without delay confirm by automatic email the receipt of the purchase offer. This automatic email confirmation does not in itself lead to the conclusion of a contract. The VENDOR shall accept the offer within five working days after the order has been placed, either by separate declaration of acceptance by email or by delivery of the merchandise or tacitly by performance. Time of receipt of the merchandise by the BUYER is decisive here. Only if the separate declaration of acceptance has been given or the merchandise has been received within the above stated time limit shall the purchase contract be deemed concluded. Sending an invoice to the BUYER is on a par with an explicit notice of acceptance. If the VENDOR does not accept the offer of the BUYER within the above stated time limit, the offer shall be deemed rejected.
    6. The contract language shall be chosen by the respective VENDOR. If the contract language chosen is not covered by the selection provided (English or language of offer), the VENDOR is obliged to mention this fact in the PRODUCT description.
    7. The processing of the order and the communication between VENDOR and BUYER shall be done exclusively by email, using the email addresses registered at NANOBAY. The USER is obliged to regularly check the email account of the address registered at NANOBAY and to make sure that the emails sent by the contract partner and/or by NB are noticed, even if spam filters are being used.
  6. Payments made during contract performance

    1. The BUYER shall pay the purchase price for a product purchased from the VENDOR via NANOBAY either by way of direct debit authorization, PayPal payment, prepayment / cash on delivery, or by another payment method accepted by NANOBAY.
    2. All payments by the BUYER to the VENDOR have to be effected by means of the payment functions provided at the NANOBAY marketplace.
    3. In connection with the payment of the purchase price, the VENDOR may only contact the BUYER by means of the functions provided within the NANOBAY user account. For all issues in connection with the payment or a refund of the purchase price, USERS are not permitted to make contact outside the NANOBAY marketplace.
    4. The VENDOR is obliged to process all payments between the VENDOR and NB and all other payments in connection with the purchase contract concluded at NANOBAY exclusively by means of the functions provided within the NANOBAY user account. NB reserves the right to alter or discontinue these functions at any time without previous notice. These functions are subject to the restrictions laid out in the applicable help pages and in these General Terms and Conditions.
    5. The amount due and to be paid out to the VENDOR according to these General Terms and Conditions (hereinafter: amount due) is the total amount paid by the BUYER for the products of the VENDOR, less
      1. the amount kept by the VENDOR as reserve fund (cp. regulation in Section B (2.)).
    6. An amount paid by a BUYER as purchase price for a particular product of the VENDOR does not become due to be paid out to the VENDOR (or, in the event that the amount has already been paid out, shall be refunded to NB), and NB shall not be liable to the VENDOR for the payment of this amount, if NB:
      1. determines that the VENDOR does not deliver the PRODUCT without delay or that the VENDOR in any other way has violated these General Terms and Conditions and NB as a consequence effects a refund of the purchase price to the BUYER;
      2. prevents the realization of a transaction or payout because a limit set forth as a security measure has been exceeded, or
      3. allows a BUYER to withdraw from a transaction because the payment process via NANOBAY was not possible after the initiation of a transaction;
      4. NB discovers that it is a matter of a faulty payment or that it is a duplicate payment for a doubly handled transaction;
      5. the payment is part of a back transfer by a credit card company or by the VENDOR’s bank.
    7. In case a refund by the VENDOR to the BUYER is necessary according to the regulations in this section, then NB may without separately notifying the VENDOR effect a refund to the BUYER,
      1. by deduction from the VENDOR’s reserve funds,
      2. by return debit of the VENDOR’s bank account,
      3. by chargeback of the VENDOR’s credit card
      4. by utilizing the VENDOR via other means.
    8. Should NB decide not to re-debit a VENDOR with a chargeback to a BUYER, a failed payment or any other type of non-payment, then NB will take over the outstanding debits connected to such non-payment and in the process of this the seller will cede all claims, rights, legal titles and interest regarding these outstanding debits irrevocably to NB.
  7. Utilization of the marketplace at NANOBAY, prohibited PRODUCTS and content

    1. It is the responsibility of the VENDOR to ensure that his/her PRODUCTS, including the images and other content used, are lawful and that no rights of third parties are being violated.
    2. The VENDOR shall refrain from offering or advertising PRODUCTS the offering, sale or purchase of which violate statutory provisions and/or these General Terms and Conditions and/or the rights of third parties and/or which are morally objectionable. NB reserves the right to make the sale of certain PRODUCTS subject to conditions which go beyond the statutory requirements.
    3. The VENDOR shall refrain from unduly influencing the search functions of the NANOBAY marketplace, e.g. by unauthorized insertion of trade names, company symbols or other search terms in the article designation or description.
    4. When listing items the VENDOR must abide by these General Terms and Conditions. VENDOR is obliged to list the PRODUCTS in the appropriate category and to use texts and images which describe the PRODUCTS as precisely as possible. The descriptions must be complete and must list the basic characteristics of the PRODUCTS. The scope of delivery must be specified. This means that all characteristics and features that are essential in deciding whether to make a purchase must be provided truthfully; furthermore full information on payment and delivery terms must be provided.
    5. If there are statutory notification and information requirements to be followed with respect to certain PRODUCTS (goods and/or services), it is the VENDOR’s obligation to ensure that these requirements are being met as regards article description and shipment of PRODUCTS, e.g. the access to data sheets and safety sheets must be ensured and all other obligatory information regarding the PRODUCTS on offer must be provided in the form prescribed by law. The VENDOR may not list any PRODUCTS at NANOBAY without fulfilling the statutory requirements regarding the applicable information obligations and rules of conduct.
    6. It may occur that for technical reasons, individual PRODUCTS can after listing not immediately be found via search by category or by means of search terms. NB enables the USERS to sort search results by means of different criteria. If a USER does not use any selection criteria, the order of the search results is determined by various factors, such as format of the offer, designation of the PRODUCT, number of search queries, number of sales, price, shipping costs, standards of the VENDOR. The VENDOR is not entitled to demand a particular order of the search results.
    7. The article description and the images used in this connection must refer exclusively to the goods and/or services offered for sale in the concrete PRODUCT. Advertising for goods and/or services offered outside the online marketplace of NANOBAY is not permitted.
    8. Within the context of utilizing NANOBAY, VENDORS may not use any quality labels, guarantee labels or other symbols of third parties if they have not been authorized to do so. NB reserves the right to prohibit the use of particular quality labels, guarantee labels or other symbols of third parties at NANOBAY.
    9. VENDORS are not permitted to charge BUYERS sales fees, fees for payment instruments or commissions in addition to the purchase price.
    10. The USERS are themselves responsible for archiving at an independent storage medium information accessible at NANOBAY and stored by NB which they require for the purpose of preserving evidence, keeping books and for other purposes.
    11. USERS may not block, overwrite or modify content generated by NB or other USERS, nor interfere with the NANOBAY website in any other way, in particular if doing so might impose a disproportionately large load on the NANOBAY infrastructure.
  8. Liability

    1. Outside of the applicable warranty law, the claims of the USERS against NB for damage compensation or for compensation of fruitless expenditure are governed by these General Terms and Conditions, regardless of the legal nature of the claims.
    2. Any liability by NB is excluded – irrespective of the legal grounds – unless the damage is due to willful intent and/or gross negligence by NB, its employees, representatives or vicarious agents. Insofar as a liability of NB is excluded or limited, this also applies to any personal liability by NBs employees, representatives or vicarious agents. The liability of NB in accordance with the German Law on Product Liability (Produkthaftungsgesetz) remains unaffected (Section 14 ProdHG).
    3. For damage resulting from loss of life, injury to a person’s body or damage to a person’s health caused by a willfull, grossly negligent or negligent violation of duty by NB or its legal representative or vicarious agent, NB shall be liable to the extent stipulated by law.
    4. If NB violates at least negligently an essential contractual duty, the said duty being of fundamental relevance for achieving the purpose of these General Terms and Conditions (essential contractual duty or cardinal duty), NB’s liability shall be limited to the typically occurring damage, i.e. to such damage whose occurrence is typically to be expected within the context of these General Terms and Conditions. An essential contractual or cardinal duty in the above mentioned sense is a duty whose fulfillment makes the proper execution of these General Terms and Conditions possible to begin with and the observance of which the USER relies on, and may rely on, regularly.
    5. Offers, PRODUCTS and content published by USERS at NANOBAY do not represent the opinion of NB and are principally not checked by NB for their legality, correctness and completeness.
  9. Indemnity against Liability

    1. In the event that a NANOBAY USER is accused by another NANOBAY USER or any third party to have infringed on the rights of others by having listed certain PRODUCTS or other content or by having used NANOBAY in any other way, the USER who has been accused shall release NB from all and any claims arising from the alleged infringement of other USER’s or third party‘s rights.
    2. The USER accused of an infringement shall bear NB’s expenses for necessary legal defence, including all court and attorney’s fees in the amount according to the applicable statutory regulations. The aforesaid does not apply if the accused USER cannot be held responsible for the alleged infringement of rights. In the event of a claim against him/her by a third party, the accused USER is obliged to provide to NB without delay, truthfully and completely all information that is necessary for examining the claims and for defence.
  10. Data storage and data protection

    1. USERS may not use addresses, contact data and email addresses they have obtained through their utilization of the NANOBAY marketplace for any other purposes than the contractual and pre-contractual communication. It is in particular prohibited to sell on these data or to use them for marketing purposes unless the specific USER has agreed expressly and in advance to this.
    2. In addition to these General Terms and Conditions, the data protection rules of the data protection declaration on the website https://www.nanobay.com/privacy shall apply.
  11. Termination, sanctions, blocking of an account

    1. USERS may terminate the utilization contract (fixed-term contract) by observing the applicable time limit, depending on the type of account (e.g. premium shop/account). The time limit applicable for the type of account chosen can be seen from the price list provided on the website https://www.nanobay.com/prices.
    2. NB may terminate the utilization contract at any time subject to a notice period of 14 days to the end of a month. The right to block an account in accordance with the following provisions shall remain unaffected.
    3. As soon as a USER has been blocked or his/her utilization contract has been terminated by NB, this USER may not use the marketplace at NANOBAY even by means of other NANOBAY accounts and is not allowed to log-in again. The fact that an account has been blocked or terminated does not affect the effectiveness of contracts already concluded at NANOBAY and fee claims of NB towards the USER.
    4. Should there be concrete evidence that a USER has violated statutory regulations and/or the rights of third parties and/or these General Terms and Conditions, NB, for example in order to protect USERS or third parties against fraudulent activities and/or health damage, reserves the right to take the following actions:
      • deleting offers, PRODUCTS, evaluations and other content
      • issuing warnings to USERS
      • delaying the publication of PRODUCTS or other content
      • restricting the use of NANOBAY
      • depriving USERS of a special user status
      • temporary blocking
      • permanent blocking of a NANOBAY user account
    5. In choosing the action to be taken, NB shall consider the justified interests of the specific USER and in particular if there is evidence that the violation is not attributable to that USER.
    6. NB may permanently exclude a USER from using the online marketplace of NANOBAY (permanent blocking of account), if
      • it has repeatedly received negative evaluations and thus blocking his/her account is necessary in order to protect the interests of other USERS or third parties.
      • it has entered incorrect contact information in his NANOBAY user account.
      • it has transferred his/her NANOBAY user account to a third party or has granted access to his/her user account to third parties.
      • it causes severe harm to other USERS or NB.
      • it has repeatedly violated these General Terms and Conditions or other agreements with NB.
      • another important reason exists.
    7. After a USER has been permanently blocked, it has no claim to have his/her NANOBAY user account restored.
  12. Final provisions

    1. The laws of the Federal Republic of Germany shall apply, to the exclusion of the UN Sales Convention.
    2. If the USER is a merchant, legal entity of public law or of special fund under public law, the exclusive place of jurisdiction for all disputes arising from this agreement is the business seat of NB in Gronau, Germany.
    3. The same applies if the USER is an entrepreneur and has no general place of jurisdiction in Germany

B. Special terms and conditions for the VENDOR

  1. Obligations of the VENDOR

    1. The VENDOR is obliged to describe the PRODUCT (purchase object), in accordance with the regulations in these General Terms and Conditions, as accurately and in as much detail as possible. Upon conclusion of a purchase contract the VENDOR is further obliged to dispatch and hand over the purchase object to the BUYER. The VENDOR is aware that in the event of a failure to fulfil this obligation, the conduct on which this failure is based may lead to legal prosecution. NB reserves the right to claim damages from the VENDOR if NB compensates the specific BUYER of an PRODUCT in accordance with the regulations of these General Terms and Conditions as a result of the inadequate fulfilment of the purchase contract.
    2. The VENDOR will for each PRODUCT he/she is offering at NANOBAY indicate the country from which the PRODUCT will be dispatched.
    3. Value added tax and other taxes/levies on PRODUCTS of the VENDOR:
      The VENDOR is obliged to determine if any taxes, in particular value added tax, levies, import and export duties or other duties are to be paid on the PRODUCTS he/she is offering, to calculate these and to pay or specify them. The VENDOR is furthermore obliged to indicate the price for the PRODUCT offered including value added tax and all other levies, import and export duties and other duties which the BUYER may have to pay. Alternatively the VENDOR shall point out to the BUYER that he/she may have to bear value added tax or other levies, import and export duties or other duties. NB shall not be obliged to determine if value added tax or other taxes become due on the sale of PRODUCTS between VENDOR and BUYER, nor shall NB be obliged to withhold, pay or specify such taxes.
  2. Reserve funds and refunds

    1. All refunds and other reimbursements by the VENDOR in connection with transactions at NANOBAY shall be effected by NB (if possible using the same payment method the USER has originally used for purchasing the PRODUCT), and the VENDOR will reimburse NB for all such amounts.
    2. In order to cover the obligations of the VENDOR with regard to potential refunds to BUYERS, the VENDOR is obliged to always keep a basic amount in his NANOBAY user account. This amount shall be equivalent to the turnover of the directly preceding 14 days (on a rolling basis) of his sales activities, less possible deductions according to this number 2 (“reserve”).
    3. NB is entitled, at its own discretion in consideration of the number and amount of payment reversals, refunds and other indications in relation to the VENDOR, to determine a higher reserve or to permit a lower reserve. NB shall individually determine the amount of the necessary reserve at its own discretion, giving due consideration to the justified interests of the VENDOR and to the sales history of the VENDOR so far, and shall inform the VENDOR accordingly.
    4. In order to cover the obligations of the VENDOR with respect to the payment of incurred sales fees pursuant to the following number 3, the VENDOR agrees to set these off against the reserve kept in his NANOBAY user account. NB shall issue an invoice with respect to the set-off for the accounting period of one month respectively (in the following month). The regulations of Section B, number 3 shall remain untouched by this.
    5. The reserve shall not be paid out before the NANOBAY user account has been terminated.
    6. The VENDOR shall bear the risk of credit card fraud (i.e. the risk of fraudulent sales agreements based on theft and of unauthorized use of credit card information of third parties) in connection with an authorized credit card payment by the BUYER and all other risks of fraud and loss.
    7. Notwithstanding the foregoing provision in this number 2, NB is entitled to limit the possibility of making transactions with regard to amount and frequency for individual or all USERS. NB is not liable to the VENDOR if a transaction, refund or reimbursement of other amounts is not effected due to a limit having been set as a security measure or due to a BUYER having been permitted to withdraw his/her offer to conclude a purchase contract due to payment processing via NANOBAY not being available because of a system failure.
    8. In the event that NB, adequately and based on information available to NB, reaches the conclusion that actions and/or the performance of the VENDOR in connection with this agreement could result in disputes, reclamations or other claims, NB is, irrespective of the other regulations of these General Terms and Conditions, entitled to claim, at its own discretion, a basic reserve amount which is higher than the aforementioned basic reserve amount. Alternatively, NB shall be entitled to temporarily block the USER until the thus determined basic amount has been paid.
    9. Notwithstanding anything to the contrary in these General Terms and Conditions, NB is entitled to refuse any payment to the VENDOR and to either transfer the existing balance to a trust account or to refund the amount to the BUYER, if, within reason, a violation of these General Terms and Conditions by the VENDOR can be assumed. In such an event, NB shall not be liable.
    10. Section A number 8 of these General Terms and Conditions („Liability“) shall remain unaffected by the aforementioned regulations in number 2 et. seq.
  3. Transaction fees at NANOBAY / billing

    1. The VENDOR pays a sales fee, which may be dependent on the category, per sold PRODUCT in accordance with the fee schedule in effect at the time when the PRODUCT was listed at NANOBAY. There is a minimum sales fee for PRODUCTS of all categories (this minimum sales fee applies only if the sales fee calculated as a percentage of the total sales price is below the minimum sales fee).
    2. NB charges the sales fee as a percentage of the gross total sales price (equivalent to the total amount paid by the BUYER, i.e. price of the PRODUCT plus postage and/or packaging costs), at least however the applicable minimum sales fee per PRODUCT.
    3. The prices and sales fees applicable to the VENDOR and effective at the time when the order is being processed at NANOBAY shall apply. These can be accessed under https://www.nanobay.com/prices.
    4. All fees and prices are in Euro unless stated otherwise; they are deemed to be net of value added tax if applicable; and they are due immediately.
    5. In so far as the sales fees are subject to value added tax, NB reserves the right to claim value added tax with respect to these fees. If the VENDOR keeps an enterprise which has its seat in a country of the European Union (with the exception of Germany) and has provided NB with a valid VAT identification number (VAT ID) of a member country of the European Union, value added tax on sales fees will usually not be charged.
    6. For the purpose of clearing the sales fees incurred, the VENDOR shall (notwithstanding the aforementioned number 2.4 in this section B) authorize NB to debit the VENDOR via the Business-to-Business Direct Debit Scheme. Clearance of the Business-to-Business Direct Debit Scheme via a PayPal account is possible.
      1. All sales fees that become due within one month shall be invoiced as one sum at the beginning of the following month.
      2. On receipt of the invoice the whole amount shall become due and shall be debited within 4 to 6 working days by way of the Business-to-Business Direct Debit Scheme.
      3. The fees for other services shall be determined by the applicable price list.
      4. If debiting of the fees via the Business-to-Business Direct Debit Scheme is not possible and this failure cannot be attributed to NB or the payment service provider, then the VENDOR shall be obliged to pay the additional expenses incurred.
      5. If the VENDOR states in his/her NANOBAY user account a bank account which is not managed in Germany, the VENDOR shall be obliged to bear the fees for cross-border money transfers insofar as these have actually been incurred and can be considered as corresponding to market terms.
    7. The VENDOR is furthermore entitled to register his credit card data in his/her NANOBAY user account. The incurred sales fees shall be automatically charged to the credit card each month in the amount of the invoice value. In all other respects the regulations of the aforementioned number 3.6. of this section B shall apply accordingly. It may occur that the credit institution of the VENDOR charges an additional international service fee per booking in the amount of the rate applicable to the credit card registered in the user account.
    8. NANOBAY offers the account types indicated in the applicable price list. On registration, the USER may choose a type of account. An upgrade to a higher-level account type is possible at any time, a downgrade to a lower-level account type after expiration of the applicable contract term.
      1. Free-of-chargeNANOBAY user account:

        The free-of-charge NANOBAY user accounts offers the USER the following options:

        • to buy PRODUCTS
        • basic sales options: offering up to 1 PRODUCTS at the same time
        • to become a member of and gain access to the NANOBAY network
        • to gain access to forum discussions
        • to respond to a job offer free-of-charge
        • to place a job offer for a fee
        • the option to supplement a conference for a fee
      2. Basic NANOBAY user account:

        The paid basic NANOBAY user account offers the USER the following functions in addition to the rights from the free-of-charge NANOBAY account:

        • extended selling options: Within the framework a basic NANOBAY user account, USERS may offer any number of PRODUCTS at their own shop page. For the reduced sales fees see here.
        • the opportunity to choose between various pre-fabricated shop designs or to order an individualized design
      3. Premium NANOBAY user account:

        Within the framework of a premium NANOBAY user account, the USER has access to all functions of the free-of-charge user account and of the basic user account. In addition, the USER has the option to be charged lower sales fees and to make prices available to other USERS only on request.

    9. The prices for the individual types of user account are defined by NANOBAY’s general price list in effect at the time when the respective contract is concluded.

C. Special terms and conditions for the BUYER

  1. Obligations of the BUYER

    1. In the event that the BUYER purchases PRODUCTS from VENDORS outside the European Union, he/she is obliged to obtain information on which levies (including value added tax), import and export duties and other duties he/she might be obliged to bear. NB assumes no liability in this regard.
  2. NANOBAY Shop Protection

    1. NB does not become contracting party in relation to the specific transactions. For the processing of an offer however, it is very important that the USERS may trust that the purchase contracts they conclude will be fulfilled. For this purpose, NB offers the NANOBAY Shop Protection.
    2. NB undertakes to refund each USER the purchase price up to a maximum amount of EUR 1,000.00 (in words: euro one thousand), if the following conditions are being met:
      1. Either the VENDOR does not deliver although the agreed amount has been correctly paid by the BUYER, or a commercially essential characteristic of the purchased PRODUCT deviates materially from the descriptions given by the VENDOR in the context of the offer.
      2. The BUYER has made the purchase at the NANOBAY website and paid by means of the payment functions prescribed in the applicable General Terms and Conditions (contractually stipulated payment processing).
      3. The purchase contract in question has been concluded between the BUYER and a VENDOR possessing a NANOBAY shop certification. In the event that the purchase contract has not been concluded with a VENDOR possessing a NANOBAY shop certification, i.e. with a one-time VENDOR or a USER/VENDOR without certification, any claim towards NB in accordance with this number 2 shall be excluded.
      4. The BUYER shall upon request provide NB with proof documents, receipts, correspondence, the PRODUCT itself and other documentation required for clarifying the issue, and, if NB requires him/her to do so, he/she shall set the VENDOR a time limit with threat of rejection and withdraw from the contract or contest the contract.
      5. In the event that a commercially essential characteristic of the purchased PRODUCT deviates materially from the description, the BUYER shall contact the VENDOR within five (5) days after receipt of the PRODUCT, inquire about a return address and return the PRODUCT to the VENDOR within fourteen (14) days in accordance with the applicable (statutory) regulations.
      6. The BUYER has paid the full purchase price and has not claimed any refunds from the payment service provider that acts as intermediary for the payment.
      7. At the earliest thirty (30) days after placing the NANOBAY marketplace order or three (3) calendar days after the expected delivery date if this is earlier, at the latest however ninety (90) days after placing the NANOBAY marketplace order, the BUYER must submit to NB the completed application form, in which he/she confirms that the conditions C 2.2.1 - 2.2.6 have been met. The BUYER shall submit to NB the transaction number and the documents which substantiate that the conditions C 2.2.1 – 2.2.4 have been met. In addition, the BUYER shall assign to NB in writing his/her claims against the VENDOR which arise from the contested purchase.
      8. Each USER may only five times in total make use of this protection for the marketplace NANOBAY which NB is providing. NB shall, subject to its reasonable discretion, be free to make exceptions, i.e. to grant further protection or to limit the number of times that the protection may be used.
    3. NB reserves the right to exclude the BUYER if he/she has abusively claimed NANOBAY shop protection (e.g. non-payment without legal reason, negative evaluation of an honest VENDOR).

Contact:

NB GmbH
Fabrikstr. 3
48599 Gronau
Germany

For further details please visit the imprint.