Terms and conditions
Please read the following Terms and Conditions carefully before your registration on the Exiros' Site,
To continue with the enrollment process, express your acceptance by clicking "Accept" at the bottom of the page. Exiros' Site is a site operated by Exiros B.V. and was created for the use by Companies and Users (as defined herein), under the terms and conditions stated below. With the acceptance of the Terms and Conditions, Exiros shall assume that Company and Users had read and agreed with the Terms and Conditions as included on the Exiros Site. Should this not be the intention, , please refrain from visiting the site and registering on the Exiros' Site.
Capitalized terms used in these Terms and not otherwise defined herein shall have the meanings set forth below: "Affiliate": means, of any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control" when used with respect to any specified person means the power to direct the management and policies of such person directly or indirectly, through the ownership of voting securities or the right to elect the majority of the members of the board of directors of such person and the terms "controlling" and "controlled" have meanings correlative to the foregoing. “Client”: means any entity on behalf of which Exiros may procure and arrange purchase of goods and services with the Company, and which, unless otherwise indicated in the relevant agreement or purchase order, will have no relation whatsoever with Company. "Company": refers to a registered Exiros Site' user, i.e. a company that has accepted the Company's Registration Terms and Conditions, and whose subscription has been approved by Exiros B.V., including any of its representatives or authorized persons that use the Supplier Workplace on Company's behalf (individually, the "User"). "Exiros: means Exiros B.V., a company organized and existing under the laws of Netherlands, with principal address in Piet Heinkade 55, 1019 GM Amsterdam, Holland and its Affiliates, including Exiros IT S.R.L., Exiros.Ar S.A., Exiros Mexico S.A. de C.V., Exiros.Br Ltda. Exiros USA Corporation, Exiros Canada Inc., Exiros.Ro SRL, Exiros (Qingdao) TRADING CO., LTD, Exiros Colombia Ltda, Exiros Saudi Arabia Limited and Exiros B.V. Suc. Uruguay. "Exiros' Site": means Exiros’ s site available at http://www.exiros.com , which includes the Supplier Workplace for Exiros and all companies related or associated, including, but not limited to Tenaris S.A., Ternium S.A., TEI&C S.A, Tecpetrol S.A. and any and all of their Affiliates and other related companies, therefore any reference to the Exiros' Site means a reference to the Supplier Workplace too. “Ivalua System”: refers to the software application within the Supplier´s Workplace, used to manage information of the Companies (including, without limitation, contact information, due diligence evaluation and assessment and registry information). "Marketplace": refers to the electronic market of catalog product and services and the auction site within Supplier Workplace, known as Bidding Point, to be used exclusively by the Companies. "Password": means the alphanumeric secret code which Companies and Users must supply in combination with User Name (as defined below) in order to be able to access to the Supplier Workplace. "Products ": means any good offered, promoted, purchased or sold, or that a Company is planning to sell through Exiros' Site, or that a Company is planning to sell based, in whole or in part, on information obtained through Exiros' Site. "Services": refers to any service offered, promoted, sold or that a Company is planning to supply through Exiros' Site, or that a Company is planning to supply based, in whole or in part, on information obtained through Exiros' site catalog market, the auction market or any other services provided by Exiros B.V. through Exiros' Site or the Marketplace. "Supplier Workplace": means the platform inside Exiros' Site, including but not limited to the Marketplace, where Companies and Users operate. "Obligations": refers to Users' obligation which will vary according to the profile of the User. "Terms": refers to the terms and conditions of the present agreement. "User": refers to a Companies' representative or authorized person to use the Supplier Workplace or the Marketplace as applicable, on behalf of the Company, having different tasks according to its profile. "Username": means a name that uniquely identifies a Company or User which in combination with the Password enables Companies or Users to access to the Supplier Workplace.
2. Terms and conditions
2.1 Legal Competency Statement Registration in Exiros’ Site is a mandatory requirement for accessing and using the Supplier Workplace. Companies agree to provide complete and updated information to Exiros B.V. during the registration process, which shall include (but shall not be limited to) the Company's legal name, details of the Company's incorporation and registration, the Company's principal office or registered address, billing address, bank account information, telephone and tax numbers and e-mail addresses and the names and details of the Company’s representatives or authorized persons and authorized Users of the Company. By accepting these Terms, a Company acknowledges and compromises to provide truthful, accurate, updated and correct information, and also accepts and declares that Company: (i) is not a consumer, but a qualified purchaser; and (ii) has carefully read, understood and has fully and unconditionally acknowledged and accepted the Terms in their entirety. The Company acknowledges and accepts further that the transactions entered into under these Terms are binding and valid, considering the Company´s registration date in Exiros´site, and shall apply any time to the transactions entered into by the Company or its Users when using Supplier Workplace and Exiros ´Site. It is the Company’s sole responsibility to ensure that the data supplied to Exiros is accurate. The Company shall be responsible for updating its registration information as necessary and to remove Users who no longer represent Company. 2.2 Acceptance of Terms These Terms govern the use of Supplier Workplace. By selecting the "Accept" button the Company accepts and agrees to the Terms. 2.3 Rights of Exiros to Modify these Terms Exiros B.V. may at any time modify these Terms . Modified Terms shall be displayed to all Companies and Users when accessing to the Supplier Workplace, and User will be required to accept the new Terms on behalf of the Company by clicking "Accept" at the bottom of the page. If not accepted, Users shall not be able to keep conducting activities at the Supplier Workplace. 2.4. Company’s Accounts. Payments to be made to Companies. Information Security. In the event that, during the term of any agreement, purchase order or transaction between Exiros (or any of its Clients) and Company, Company decides for any reason to change the bank account designated by Company in Ivalua System or on the account to which payments have already been made on a regular basis, Exiros (and to the extent applicable Exiros´ Clients) and Company agree to proceed as follows: a. Any change of or to the designated bank account will not be notified by e-mail, or by letter or by adding instructions or any other comment on invoices issued by Company or its Users; b. Any changes regarding the bank account changes will be informed by Company through the Ivalua System in the section bank account information, and any such changes shall not take place unless any and all requirements defined under Ivalua System in the section bank account information are complied with by Company. In this regard, no exceptions will be admitted and Company, as a condition precedent to change its designated bank account shall provide Exiros (and/or any of its Clients, as applicable) with the documents, certificates or statements (including, without limitation, formal letters, powers or attorney, bank certificates or bank extracts) required in the Ivalua System to procure changes regarding the bank account. c. If Exiros (and/or any Exiros ´relevant Client) receives any communication from Company announcing a change in bank account details, Exiros and its Clients shall be entitled to disregard such communication and shall contact Company to re-direct Company´s request in order to comply with the procedure described in this section to procure any change in designated bank account. Nor Exiros neither any of its Clients shall be obliged to made payments in any bank account different from the bank accounts registered within Ivalua System in accordance with the provisions described herein and subject to the conditions described in Ivalua system in the section bank account information. d. Company acknowledges and commits to comply with the procedures defined in Ivalua System (which may vary depending on the requirements imposed by Exiros and/or each of Exiros ´Clients as applicable) to designate payment bank accounts and with the provisions contemplated in this section, for any change that Company decides to make in regards of such designated account. Company shall be solely responsible for any delay affecting payments to be made by Exiros (or, as applicable, its Clients), as consequence of Company’s non-compliance with the rules and the procedures set forth herein. e. In case of Companies providing goods or services TEI&C S.A and Tecpetrol S.A. (and their respective subsidiaries), any and all changes of bank accounts shall be informed and reflected under the methodology and in accordance with the formal procedures to be indicated in each case by Exiros (or TEI&C S.A and Tecpetrol S.A. and their respective subsidiaries, as applicable). The provisions of sub-section (a), (b), (c) and (d) above, shall apply mutatis mutandi to any change of bank accounts, without prejudice to any different instruction or requirement that may be implemented by Exiros (or TEI&C S.A and Tecpetrol S.A. and their respective subsidiaries, as applicable). In this regard, and without limitation (i) no changes to the bank accounts will be notified by e-mail, or by letter or by adding instructions or any other comment on invoices issued by Company or its Users; (ii) Exiros (or TEI&C S.A. and Tecpetrol S.A. and their relevant subsidiaries, as applicable) shall be entitled to request formal documents as a condition prior to implement any changes (including, without limitation, formal letters, powers or attorney, bank certificates or bank extracts); (iii) nor Exiros neither TEI&C S.A, Tecpetrol S.A. and their respective subsidiaries, shall be obliged to made payments in any bank account different from the bank accounts formally registered within Ivalua System, unless the formal procedures for bank accounts change to be indicated by Exiros (or, as applicable, TEI&C S.A and Tecpetrol S.A. and their respective subsidiaries), has been duly complied with.
3. Requirements for the use of the supplier workplace
3.1 Prior requirements Exiros retains the right to admit, reject and select Companies or Users as its exclusive discretion in its role as operator of the Supplier Workplace. Exiros shall be under no obligation to provide any feedback, justification or to discuss the reasons for which it declined any Company or User.
4. Companies obligations and responsibilities
4.1 Authorizations given to Users Companies shall designate one or more Users that will act on its behalf. A Company may designate one or more Users according to the profiles described herein, and each User will carry different Obligations. Users must comply with the Obligations that corresponds to their profile and accept the terms and conditions applicable to such profile. Companies will ensure that their Users comply with their obligations under the Terms and will be responsible for the activities conducted by Users at the Supplier Workplace on Company's behalf. 4.1.1 The Bidding Responsible The Bidding Responsible will be the User with authorization to access the Marketplace, in order to review and access Company's invitations to bid and submit offers on Company's behalf. When conducting activities at Supplier Workplace, Bidding Responsible shall: (i) accept the "terms and conditions for invitations to tender and contract formation rules" which the Bidding Responsible declares to have fully read and understood; (ii) submit offers through the Exiros' Site by means of an electronic message (i.e., the E-Message) or through such other means as indicate as valid to Company by Exiros, before the expiration of each deadline; (iii) verify that the Products or Services offered, are offered in the appropriate categories and subcategories, described in detail in regards of their conditions and relevant characteristics. It is understood and presumed that by including the Products or Services on the Marketplace, the User agrees that it has the intention and right to offer such Product or Service, and that it is entitled to do so by the Company; (iv) observe the highest ethical standards, either during the bidding process or in the execution of a contract; (v) examine all invitations, specifications, instructions, clarifications, forms, terms and specifications that are part of the bidding documents or that are available on Exiros' Site. The accurate submission of all information or documentation required in such documents is its exclusive responsibility; (vi) represent and warrant to Exiros that the offer and any agreement is a legal and binding obligation of the Company, and that the persons who have signed the offer have all the requisite corporate and legal power to make the Company bound by the terms of the offer and the agreement; and (vii) have given full consideration to: (a) the risk allocation resulting from the enclosed documents and; (b) all relevant laws and regulations which may affect the offer. 4.1.2 Invoicing Responsible The Invoicing Responsible will be the User with authorization to access to the display of Company's purchase orders, including authorization to confirm delivery dates, to declare the shipment of Products within the modules of national deliveries and billing, and to upload Company’s invoices to the Supplier Workplace both against a purchase order or without a purchase order. The Invoicing Responsible shall: (i) provide the information of the purchase orders, and confirm receipt and delivery dates of the Products; (ii) upload Company's invoices in a timely manner and in due form, according to schedule, execute and control the billing procedures, in order to guarantee the billing; and (iii) receive and review Company's billing orders and verify the supporting information. 4.1.3 Quality Responsible The Quality Responsible will be the User with authorization to have access to the Quality Management module, which allows to view Company's performance indicators and to establish a list of non-conformities and action plans associated with these non-conformities. The Quality Responsible shall: (i) ensure to implement and maintain the procedures to manage the quality of the Products; (ii) control the procurement processes of Products, reviewing the requirements of buyer's demand and ensuring its fulfilment; (iii) promote and inform Company's Administrator the improvement needs that may arise; (iv) ensure that quality management reaches all levels of Company's hierarchy; (v) identify and inform problems to Company's Administrator, and determinate the steps to follow to verify that the Products meet all its specific requirements (both internal and external). 4.1.4 The Sales & Logistics Responsible The Sales & Logistics Responsible will be the User with authorization to access to the display of Company's purchase orders, confirmation of delivery dates, and to the module of national deliveries to declare the shipment of merchandise. The Sales & Logistics Responsible shall: (i) accept the terms and conditions contained in each specific purchase orders concerning shipping, logistics and transport; (ii) ensure that all data and information related to each Company's purchase order are processed and kept strictly confidential; (iii) ensure the security of Company's purchases; and (iv) with respect to the use of Supplier Workplace, the Sales & Logistics Responsible declares and guarantees the Company's full right of ownership and the availability of all data, information and content provided to Exiros, and/or the respective Exiros ´buyer during the procurement process. 4.1.5 Company Administrator The Company Administrator shall be the User with authorization to access to all the above and consequently shall assume all the obligations mentioned therein, including the submission of the Legal Competency Statement in accordance with Clause 2.1. In addition, the Company Administrator will be authorized to: (i) modify Company’s information; (ii) administrate authorized persons to operate on Company's behalf; and (iii) authorize access of different Users to Supplier Workplace. 4.2 Technical Aspects 4.2.1 Equipment and Connectivity Companies will be in charge of the provision and proper operation of all the equipment necessary to access to the Supplier Workplace. Access to Supplier Workplace requires a standard and reliable internet connection and Microsoft Internet Explorer (minimum requirement 9.x version) or Google Chrome, or any other software compatible with Microsoft Internet Explorer. 4.2.2 Username and Password The Supplier Workplace access and its use are done through the combination of Username and a Password. Upon registration on Supplier Workplace, each Company and User shall choose its exclusive Username and alphanumeric Password. Companies and Users shall follow any instructions given on the Exiros' Site to create a secure Password, which might include going through different User's identification methods to prevent unauthorized persons from accessing the Supplier Workplace. Username and Password grant access to the Supplier Workplace, granting different levels of authorization according to the profile of each User. The Password enables the Company or the User to effect transactions at the Supplier Workplace to the extent authorized according to its role performed in the Supplier Workplace. Username and Password are strictly personal and non-transferable. The Companies and Users acknowledge and agree not to disclose them to third parties and to store and safeguard them with the utmost care. The Companies and Users shall be held solely accountable for their use by third parties and, in any case, are fully committed to immediately notifying Exiros B.V. in case of their theft or loss or unauthorized access. Companies will be responsible for ensuring that all persons who access Supplier Workplace through an internet connection are aware of these Terms, and that they will comply with them and shall use its best endeavors to prevent unauthorized access to the Supplier Workplace. It is recommended that Companies and Users access Supplier Workplace through a secure internet connection (preferentially, private wireless networks). 4.3 Obligations regarding the Exiros' Site With regards to Exiros' Site access and use, the Companies agree to refrain from any conduct or behavior which may infringe applicable antitrust laws, illegal, unlawful or in violation of third-party rights and from spreading false, confidential, deceitful and/or illicit information. Companies shall use the Exiros' Site only in accordance with these Terms. Companies shall comply with all laws and regulations which apply to the Company and its use of the Exiros' Site. Companies shall assist Exiros, as required, to make such security checks as are considered necessary by Exiros. Company shall, at Exiros 's request at any time, provide Exiros with a list of Users designated by Company. 4.4 Obligations regarding information entered to Exiros’ Site and regulations over data entry Companies are expected to observe the following conduct guidelines every time they enter information into the Supplier Workplace. Companies shall:(a) offer only those Products or Services that the Company can commit to providing; (b) place orders and purchase bids exclusively for those Products or Services that they can afford and whose delivery they can accept; and (c) not to enter information that is not relevant for the Supplier Workplace transactions. 4.5 Obligation not to tamper with, damage or alter Exiros' Site Companies will not: (i) try to alter the software or functionality of Exiros' Site; (ii) misuse Exiros' Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; (iii) attempt to gain unauthorized access to Exiros' Site, the server on which Exiros' Site is stored or any server, computer or database connected to Exiros' Site; and (iv) attack Exiros' Site via a denial-of-service attack or a distributed denial-of service attack. Should Exiros become aware of a breach of this provision, Exiros B.V. will report any such breach to the relevant law enforcement authorities and will co-operate with the authorities by disclosing Company’s identity to them. In the event of such a breach, Company’s right to use Exiros' Site will cease immediately. Exiros B.V. will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Company’s computer equipment, computer programs, data or other proprietary material due to Company’s use of Exiros' Site or downloading of any material posted on it, or on any website linked to it. No action or use of device, software, or other means that could interfere in Exiros' offers, accounts or databases, is shall be used by Company. Any interference attempt or activity that violates or contravenes laws on intellectual property rights and/or the prohibitions stipulated in the Terms will make the Company liable for the pertinent legal actions, and the sanctions provided for in the Terms, and Company shall defend, indemnify and hold Exiros B.V. harmless from and against any and all losses and damages in connection thereto. . 4.6 Obligation to observe confidentiality Companies shall not disclose data or information (including but not limited to all proprietary information, drawings, specifications and technical data) whether written or oral, furnished by or on behalf of Exiros or any Company relating to or concerning Products or Services or other Companies that can reasonably be considered not to be of public domain and which shall always be treated as secret and confidential by Companies. Likewise, Companies will not share nor disclose Exiros 's information such as Username and Passwords to any third party, except when so authorized in accordance with the rules contemplated in the Supplier Workplace. Companies shall respect other Companies' privacy and shall avoid any violation or attempt to breach IT systems´ security, software or otherwise access information or data belonging to Exiros or any third party (including other Companies or Users accessing and using Exiros Site or Supplier Workplace), in a manner that would disrupt or affect normal operations or infringe applicable laws or the rules contemplated in these Terms.. Use or distribution of tools designed to breach privacy or security is strictly prohibited. Exiros shall use the information contained in the Supplier Workplace in compliance with Clause 8 of these Terms. 4.7 Responsibility for the information provided and made available by a Company Company will be responsible for the information entered into the Supplier Workplace or given to Exiros to be incorporated into the Supplier Workplace (e.g.: catalog data). Exiros does not control, provides any guarantee nor endorse the information entered into the Supplier Workplace or into the Marketplace by the Company or its Users, nor does it endorse the information entered by Exiros when such information has been supplied by a Company or User in order to be entered into the Supplier Workplace (e.g.: catalog data). However, Exiros is entitled to take any measures it deems necessary or convenient according to its exclusive discretion in connection with such information, to the extent that said data is considered inaccurate, wrong or likely to involve the responsibility of Exiros or other persons or if it can harm or interfere with the relations between Exiros and any other person. The information provided into the Supplier Workplace or supplied to Exiros for it to be uploaded into the Supplier Workplace (a) shall not be false, illegal nor illegitimate or correspond to a third party that has not approved the supply of information to Exiros; (b) will not violate third party rights, including but not limited to, copyright, patents, trademarks or other trade secrets or other property, publicity or privacy rights; (c) will not violate any applicable laws, legal dispositions, regulation or standards; (d) shall not be obscene, indecent or pornographic; (e) shall not be offensive or threatening or intimidating or defamatory in connection with commercial aspects; and (f) it shall not describe nor allow direct or indirect links to Products or Services prohibited under these Terms. Likewise, Companies shall not include information on Products or Services in the Exiros' Site, or Supplier Workplace or sell in the Marketplace any Product or Service that, after paying the applicable commission to Exiros B.V., if applicable, could reasonably imply violation of an applicable law, legal disposition, regulation or standard. 4.8 Obligation not to manipulate prices Company shall not manipulate prices of the Products or Services offered in the Marketplace, whether using decoys or aliases (false names), falsely impersonate prospective purchasers of the proposed sale or entering agreements with other suppliers, nor resorting to any other deceitful gimmick or strategy that misleads Exiros or any other Company operating in Exiros ‘Site or Supplier Workplace. 4.9 Health, Safety and Environment Full compliance with Exiros’ Health, Safety and Environment ("HS&E") policies by Company is essential for Exiros. Companies are required adhere to and actively pursue the highest standards on HS&E . Therefore, when providing Products or Services, Companies shall (i) take all reasonable safety measures in such connection; (ii) supply Products and Services in a manner that protects the safety and health of all personnel at any installation, facility yard, port warehouse and any other place, and respects sound work practices on environment; and (iii) comply with all applicable laws as well as internal Health, Safety and Environment requirements, regulations procedures and policies issued by Exiros or any of its Affiliates from time to time. 4.10 Activities conducted by Users Companies shall be liable before Exiros for User's acts, omissions and fulfilment, not fulfilment or infringement of any of the obligations provided for herein when conducting activities at the Supplier Workplace, as if they were acts or omissions or fulfilment, not fulfilment or infringement of obligations by Company.
5. Right of Exiros to discontinue Exiros' site
5.1 Exiros shall make its best effort in order to minimize the risk of shutdown periods or sudden interruptions of the services provided by the Supplier Workplace. Exiros will not be liable if for any reason Exiros' Site is unavailable at any time or for any period. Exiros does not guarantee access and continued or uninterrupted use of Exiros' Site or Supplier Workplace. The system may not be available due to technical difficulties or Internet failures, or any other circumstance that are beyond Exiros’s control; in such cases, efforts will be made to restore it as quickly as possible, but this will not make Exiros responsible for any damages or losses suffered by Company or User in any way. Exiros B.V. is not responsible for any damage or loss caused to Companies or Users by failures in the system, on the server or on the Internet. Neither will Exiros B.V. be responsible for any virus that could affect Company's equipment as a result of access, use or examination of its website or as a result of any transfer of data, files, images or texts. Companies will not be liable for any liability or demand payment for loss of profits, by virtue of damages resulting from technical difficulties or failures in the systems or on the Internet. 5.2 Exiros B.V., at its own discretion, and in accordance with Clause 9, will be entitled to add, modify or discontinue the service of the Exiros' Site, in full or in part, at any time and without prior notification stating the cause for such discontinuation to Companies or Users. However, in case of modification or discontinuation of any of the services of the Exiros' Site, Exiros B.V. makes a commitment to notify the decision to Companies via e-mail at least five (5) days prior to the effective date of the decision. Exiros B.V. will not be held liable for eventual damages or losses derived from the addition, modification or discontinuation of services of the Exiros' Site.
6. Intellectual property rights
6.1 Exiros B.V.'s Intellectual Property Rights All the information developed and collected by Exiros B.V. in connection with the operation of Exiros' Site will be exclusive property of Exiros B.V.. Exiros B.V. will use said information in accordance with Clause 8. Company acknowledges that the software used in the Exiros' Site, configurations, displays, screens, and all information, content appearing on or displayed in connection with or contained by Exiros B.V. and Companies on the Exiros' Site - including, but not limited to, Exiros B.V.'s and Exiros' domain names, Exiros B.V.'s and Exiros' logos, Exiros B.V.'s and Exiros' trademarks and the trade name Exiros (collectively, "Exiros B.V.'s IP Rights") - are protected by various intellectual property rights, including but not limited to, domestic and international copyrights, trademarks, patents and trade secrets, in accordance with the applicable intellectual property laws. Exiros B.V.'s IP Rights are owned by or licensed to Exiros B.V. Exiros reserves all rights with regard to Exiros B.V.'s IP Rights, and intends to vigorously defend Exiros B.V.'s IP Rights, including seeking injunctive relief, damages, and legal costs. Exiros B.V. will make use of such information in accordance with Clause 8, including the exceptions thereupon mentioned. Except where expressly stated otherwise, Companies shall not directly or indirectly: (i) copy, recopy, reproduce, print, post, transmit, retransmit, translate, download, store (by any means) disclose, publish, publicly display, perform, adapt, change, edit, decompile, reverse engineer, disassemble, distribute to others, or commercially exploit any information in transactions with third parties, or otherwise use all or any part of Exiros B.V.'s IP Rights or any information or content appearing or made available through the Exiros' Site, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of presentation style, content, or content organization, without the express prior written permission of Exiros B.V.. In addition, other trademarks or intellectual property rights appearing thorough the use of the Exiros' Site and information specifically related to certain companies may also be subject to the rights of other parties. Companies also agree to respect, and not in any way to violate such third parties' rights. If Companies print, copy or download any part of Exiros' Site in breach of these Terms, Company's right to use Exiros' Site will cease immediately and Companies must, at their option, return or definitively destroy any copies of the materials they have made. Neither Companies, Users nor anyone acting on their behalf shall acquire any intellectual property or other proprietary rights relating to the contents of the Exiros' Site or Exiros B.V.'s IP Rights. If a Company provides any data to Exiros B.V., whether by using the Exiros' Site or otherwise, then Company warrants that such data is up to date, that he or she is authorized to provide such data to Exiros B.V. and authorizes Exiros B.V. to copy, recopy, reproduce, print, post, transmit, retransmit, translate, up-load, down-load, store (in any medium), disclose, publish, publicly display, perform, adapt, change, edit and otherwise freely use it in connection with the operation of the Exiros' Site and its business, and that the data does not infringe any third parties intellectual or other proprietary rights. The above-mentioned authorization will expire as soon as the Company's subscription with Exiros B.V. comes to an end. 6.2 Hyperlinks Any hyperlinks on Exiros’ Site to other Internet sites operated by third parties, including links of Companies authorized by Exiros B.V.’s dealer network, Exiros B.V.'s corporate partners and Exiros B.V.'s Affiliates , do not constitute sponsorship, endorsement, or approval by Exiros B.V. of the content, policies, or practices of such linked sites. Hyperlinked sites are not operated, controlled, or maintained by Exiros B.V., and Exiros B.V. is not responsible for the availability, accuracy, content, policies, practices or security of any websites that are linked (by way of hyperlink or otherwise) to the Exiros' Site. Links to other sites are provided for the Company's convenience only, and the Company accesses shall access these links at its own risk. 6.3 Intellectual Property Right Infringement The following activities are prohibited and may constitute trademark and copyright infringements: (i) hyperlinks to any pages of the Exiros' Site, unless otherwise expressly agreed by Exiros B.V.; and (ii) hyperlinks that involve the unauthorized use of Exiros B.V.'s IP Rights.
7. General clauses
7.1 Consolidated Agreement. Companies' membership Transfer These Terms constitute the whole agreement reached by the parties involved in connection with its purpose, and it replaces and supersedes any other prior verbal or written agreement. Companies' membership and inherent rights and obligations shall not be transferred to third parties by the Company without prior written authorization of Exiros B.V.. 7.2 Limitation of Liability Although Companies in the Supplier Workplace will enter information about Products and Services and the purchasers will enter purchase bids, Exiros' Site simply constitutes a site for Companies to offer Products and Services and to receive contract bids and agree upon the terms of the transactions. Exiros B.V. does not endorse prices, contract terms, quality, security, adequacy or legal status of the Products and Services promoted and offered for sale on the Exiros Sire. Further, Exiros does not warrant that the bidding Company’s capacity to sell Products or Services or the purchaser's capacity to buy the Products and Services or the Company’s ability to comply with its obligations under these Terms . , Exiros B.V. shall not exert any control over whether the Companies have affected the purchase of the Products or Services offered and will not be held responsible for the payments or collections of purchase orders or bids presented in the Marketplace. Nothing in these Terms means that Exiros B.V. shall have any commitment to enter into any transaction with the Company. Exiros B.V. accepts no liability to Companies whatsoever arising out of their participation in a bidding process through Exiros' Site. Exiros B.V. shall provide Exiros' Site and the Marketplace with their as-is status and as they are available, without any guarantee, whether express or implicit. The material displayed on Exiros' Site is provided without any guarantees, conditions or warranties as to its accuracy. The liability of Exiros B.V. whether in contract, tort or otherwise for any loss, damage or injury arising directly or indirectly from any failure or non-compliance of these Terms or any other breach of Exiros B.V.'s obligation hereunder, shall not in any event exceed an amount equivalent to the price of the Products or Services paid by Exiros in regards of each relevant transaction. Neither Exiros B.V. nor any of its officials, associates, directors, shareholders, agents or employees will be held responsible before the Companies or third parties for any consequential, indirect or special damage, loss of income or revenue or business opportunities, loss of anticipated savings, loss of profits or contracts, loss of data, loss of goodwill or wasted management or office time for any losses, damages or costs of any kind, whether direct, indirect, incidental, special, exemplary or punitive, attributable directly or indirectly, including but not limited to: (a) the use, inability to use, malfunctioning, delayed or failed access, interruption or suspension in the use and/or results of the use of Exiros' Site by the Company; (b) applicable law or standard violations the Company or User might incur; (c) termination of the Company subscription due to an Exiros B.V. decision in accordance with these Terms; (d) breach or presumed breach of the terms or specifications for a Product purchased or transferred through the Marketplace, be it that those specs and terms were published in it or not; (e) breach or presumed breach of express or implicit guarantees in connection with said Products or Service provisions; (f) software virus affecting the Exiros' Site, incomplete messaging, reliance by the Company on information provided in the Supplier Workplace ; (g) Company's servants, agents, sellers or other persons whatsoever; or (h) government restrictions, strikes, war, nature catastrophes or force majeure. In addition, the Companies acknowledge and accept that Exiros B.V. reserves the right to interrupt and/or suspend the services of the Exiros' Site and/or revoke the registration and activation at any moment in time through a routine notification to the Companies without incurring any liability. 7.3 Indemnity Notwithstanding the general dispositions or effects of the clauses in the present Terms, as a condition to get Companies' membership, each Company holds Exiros B.V. harmless in connection with damages that the Companies may suffer that are attributable to: (a) the use, inability to use, malfunctioning, delayed or failed access, interruption or suspension in the use and/or results of the use of Exiros' Site or the services of the Exiros' Site by the Company, or the violation of laws, regulations or standards as a consequence of such use; and (b) any claim or dispute derived from breaches or any other controversy that may arise between the Companies in connection with the Products (including, but not limited to, claims related to purchase or sale transactions of the Products). Company agrees that Exiros B.V. assumes no obligation or liability for any advice or information given on the Exiros' Site and Exiros B.V. shall not be responsible for any inaccuracy or misstatement of any such information. Exiros B.V. assumes no liability for the consequences of any use or misuse of the Exiros' Site by Company. Without limiting the foregoing provisions, Exiros B.V. will not be liable for any loss or damage arising directly or indirectly from the Companies’ access to or use of the Exiros' Site, not limited but including any loss damage or expense arising from any defect error, imperfection or inaccuracy with the Exiros' Site, its contents or associated services, or due to any unavailability of any part of the Exiros' Site or associated services, or due to any delay in operation or transmission, computer virus, communication line failure, software or hardware data or interception of on-line communication. Any hyperlinks from the Exiros' Site exist for information purposes and are for the Company's convenience only and Exiros B.V. accepts no liability for any loss or damage arising directly or indirectly (including consequential loss) from the accuracy or otherwise of materials of information contained on the pages of such sites or loss arising directly or indirectly from defect with such sites. Exiros B.V.'s inclusion of hyperlinks does not imply any endorsement of the material on such sites. 7.4 Operatives Inquiries Companies will be able to submit inquiries by sending an e- mail to the addresses below, which might be modified from to time, also available under the “Contact Us” section inside Exiros' Site: - North, Central and South America: firstname.lastname@example.org - Rest of the world: email@example.com 7.5 Legal Notifications 7.5.1 Notifications among Companies All notices, requests, demands, and other communications hereunder shall be in writing in the English language and delivered personally or sent by facsimile, courier or registered or certified airmail, return receipt requested, postage prepaid, to the other party at the address specified for such purpose by Company (or at such other addresses or numbers as may be specified by like notice). The notice shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; or (b) when received when sent by facsimile at the address and number set forth below (provided that notices given by facsimile shall not be effective unless either (i) a duplicate copy of such facsimile notice is promptly given by depositing same in a post office with first-class postage prepaid and addressed to the Parties as set forth below, or (ii) the receiving party delivers a written confirmation of receipt for such notice either by facsimile or any other method permitted under this Article). 7.5.2 Notifications to Exiros B.V. The Company will be able to send legal notifications to Exiros B.V., by sending a written letter to the following address: Estudio Mitrani, Caballero & Ruiz Moreno Bouchard 680, Piso 12 (C1106) City of Buenos Aires ARGENTINA Attn. Dr. Cristian Mitrani 7.6 Applicable Law These Terms will be governed and construed according to the Unidroit Principles for International Commercial Contracts, published by the International Institute for the Unification of Private Law (Unidroit), 1994 version. 7.7 Conflict Resolution Any dispute, controversy or claim arising out of, or in connection with the Agreement, whether based on contract or otherwise, including without limitation any dispute regarding the validity of these Terms or the termination, performance or breach thereof, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "Rules") in effect at the time of commencement of the arbitration proceeding by three arbitrators appointed in accordance with the said Rules. The I. B.A. Rules of Evidence shall apply together with the Rules governing any submission to arbitration under this Order. Where they are inconsistent with the Rules, the I.B.A Rules of Evidence shall prevail but solely as regards of presentation and reception of evidence. The place of arbitration shall be New York, New York, USA. The arbitration proceedings shall be conducted in the English language. The award rendered shall be final and conclusive and judgment thereon may be entered in any court having jurisdiction for its enforcement.
8. Confidentiality policy
8.1 Company Privacy Exiros B.V. shall keep all personal information from the Companies confidential and shall ensure data security and privacy to the maximum extent foreseen by these Terms. Exiros B.V. understands the importance of privacy preservation in connection with the Companies' registration information recorded in Exiros' Site. Therefore, Exiros B.V. agrees that the information specifically identified with the Companies shall not be sold, exchanged or shared with third parties, including advertisers, organizations or other Companies, subject to the following exceptions: • Information that is necessary to disclose to other Companies in connection with the commercial transactions between the Companies according to normal practices in the Marketplace; • Information that is required to be disclosed in virtue of the terms of an administrative or legal order or a subpoena, or that Exiros B.V. determines in good faith to be mandatory to disclose or that regulatory authorities require Exiros B.V. to disclose in connection with their investigations; • Information disclosed in the course of the application of these Terms by Exiros B.V., or in the course of disciplinary measures concerning a Company; • Information about a Company used by Exiros B.V. in its relations with the Company outside Exiros' Site, such as customer service, including telephone communications, mail or personal contacts; • Information that Exiros B.V. determines in good faith that must be disclosed in order to correct data deemed false or incorrect or to be used to implement measures in connection with activities considered conspiratory or fraudulent. Exiros B.V. shall publish transactions to take place in the Marketplace using general information about the commercial transactions, without stating the Company's ID included in them. 8.2 Computer Data When a Company registers in the Supplier Workplace, Exiros B.V. automatically captures the IP address and the host system's name (if available) from the Company's server. The IP address identifies the computer uses by the Company,but shall not disclose the Company's data. Such information will enable Exiros B.V. to diagnose problems that might arise with its server. It also allows for improvements in the Supplier Workplace through general, not personalized, demographic information collection of the general usage patterns of Exiros' Site by the Company. 8.3 Security Exiros' Site has reasonable security measures to prevent loss, wrongful use or alteration to the information under its control, including firewalls, password encrypting and restricted access to the server. Notwithstanding, such measures might not be effective in preventing loss, wrongful use or alteration to the information and Exiros does not provide any specific guarantee in their regard. Exiros B.V. urges all Companies to act cautiously when using Exiros' Site and any other web site. 8.4 Cookies The Supplier Workplace uses a cookie file so as not to force users to establish a connection every time they need to visualize information in their account. This file constitutes a fast and convenient tool for access to computers used by a sole user. When the computer is used by several Users, cookies should be deactivated at the browser (see preferences or browser options). If the cookies are deactivated, users should connect to screen every time to visualize active contents. 8.5 Exiros B.V. Privacy Company shall keep the Product and Services description confidential and shall not allow anybody other than the Users to access it. The Company shall ensure that its Users also abide by this obligation of confidentiality. Company shall indemnify Exiros B.V. against any losses, costs, damages, expenses, demands and claims that result in any way from the Company's use of the Marketplace in accordance with these Terms.
9.1 General Exiros B.V. is entitled to consider the rights and privileges of any Company terminated at any time, with or without notifying the causes, and deny services of the Exiros' Site or access to the Supplier Workplace, at its sole discretion. Companies are entitled to terminate their subscriptions at any time, through written or emailed notification. Notwithstanding the paragraph above or other measures Exiros B.V. might take, Exiros B.V. is entitled to consider a Company's subscription terminated and revoke access to the Exiros' Site provided it determines, at its sole discretion, that the Company has not acted in good faith in its relations with other Companies, or that it has violated these Terms, or incurred in fraudulent, unethical or illegal conduct in connection with purchase and sale of products or services or other acts in the Supplier Workplace, and in case of Company facing bankruptcy or other similar legal proceedings. Apart from termination, Exiros B.V. will be entitled to take other measures as applicable. 9.2 Obligations in case of Termination In case of termination of a Company's subscription, the Company shall: (i) comply with the obligations derived from any transactions closed before the time of termination, and (ii) comply with any outstanding purchase bids or purchase orders to third parties at the time of termination. 9.3 Costs and Expenses Exiros B.V. shall not be responsible for any costs or expenses incurred by Companies in connection with the registration or use of Exiros' Site.
10. Related suppliers
The Company declares and warrants that except for the companies mentioned at the moment of completing the registration questionnaire, it does not have any relationship, participation nor is directly or indirectly controlling nor controlled by or under direct or indirect common control with any other Exiros B.V. and/or individual acting in the same Marketplace as the Company. In the event that any change in the information contained herein occurs or if any new information arises after the registration of Company as supplier, the Company hereby undertakes to immediately notify Exiros B.V. of any such change or new information. The Company shall defend and indemnify Exiros B.V. and its Affiliated companies from and against all costs, expenses, claims, demands, and causes of action, of every kind and character without limitation, arising in favor of or made by any third party or public authority, which are caused by, result from or arise in connection with any information declared herein by the Company which is found to be false, misleading or incomplete.
11. Personal data protection
The Company declares that the information provided herein and in any section of the Exiros' Site is true, updated and, to the best of the Company's knowledge, the most accurate information available. Where personal data is to be provided by the Company as part of the registration process, the same will be provided after obtaining proper authorizations or consents, to the extent applicable, and in accordance with applicable regulations on data protection. The Company expressly declares to know that Exiros and its Affiliates collect personal information directly from the Company in Exiros' Site for the purposes of assessing and examining the capacities of the Company and its personnel to act as provider of Exiros or any of its Affiliates, as the case may be, for legitimate business purposes and to comply with applicable laws and regulations. Within any such purposes, Exiros or its Affiliates may share the information collected during the registration process with Affiliates, governmental authorities or third-party providers and may transfer the personal data to those countries or jurisdictions where Exiros or its Affiliates conduct business, including without limitation, the United States of America. The Company declares it has the proper authority to disclose the relevant information and personal information requested hereby and that it consents to the processing as described above, accepting the terms under which such collection, storing or other processing may take place. The Company represents that it understands how the personal data requested under this registration process will be used and consents to the use, transfer and disclosure of the information for the purposes and disclosures described above. The Company expressly declares to know that Exiros and its Affiliates collect personal information directly from the Company in Exiros' Site for the purposes of assessing and examining the capacities of the Company and its personnel to act as provider of Exiros or any of its Affiliates, as the case may be, for legitimate business purposes and to comply with applicable laws and regulations. Within any such purposes, Exiros or its Affiliates may share the information collected during the registration process with Affiliates, governmental authorities or third-party providers and may transfer the personal data to those countries or jurisdictions where Exiros or its Affiliates conduct business, including without limitation, the United States of America. The Company declares it has the proper authority to disclose the relevant information and personal information requested hereby and that it consents to the processing as described above, accepting the terms under which such collection, storing or other processing may take place. The Company represents that it understands how the personal data requested under this registration process will be used and consents to the use, transfer and disclosure of the information for the purposes and disclosures described above.
12. Compliance with economic sanctions and export control restrictions
Exiros, its Affiliates and Clients may be subject to stringent regulations on economic sanctions and export control restrictions. It is important for Company to carefully read the following provisions since, should any of the standards and principles contemplated below cannot be complied by Company, registering process in Exiros´ Site may not be authorized. In such regard Company represents and warrant to Exiros that it is aware of and shall at all times be in full compliance with economic sanctions and export control regimes applicable to Exiros, including but not limited to, the United Sates, European Union or any of its members states, United Kingdom and United Nations regimes. Company and Users shall not include or involve, directly or indirectly, any prohibited, sanctioned, or designated party (including without limitation manufacturers, supplier of goods or services, resellers, banks, subcontractors, etc.) under the United Nations, United States, United Kingdom, European Union or any of its member states sanctions regimes, including, but not limited to, parties on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Office of Foreign Assets Control (OFAC), or any entity owned or controlled, directly or indirectly, by such prohibited, sanctioned, or designated party, except as would not be prohibited by economic sanctions and export control regimes applicable to Exiros.