Conditions of cooperation within the framework of purchase contracts concluded via the brokerage platform “TOOLTIP”, which is operated by TOOLTIP GmbH, Maria-Goeppert-Str. 1, 23562 Lübeck, registered in the commercial register of the Lübeck district court under HRB 22879 HL, VAT identification number: DE356996860,

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between

 

Provider– suppliers and service providers listed on the brokerage platform “TOOLTIP” – hereinafter “providers” –

 

and

 

Customers– the users of the brokerage platform – hereinafter referred to as “customer” – are referred.

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§ 1 Scope, definitions

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1. The following general terms and conditions apply exclusively to the brokerage platform “TOOLTIP” (hereinafter “agent”) and the customer in the version valid at the time of the order.

2. These general terms and conditions apply exclusively to entrepreneurs. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of their commercial or independent professional activity.

 

§ 2 Mediations

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1. The intermediary operates a web-based service and makes it available for use to present the provider and its products. Details about the functional scope of the service can be found in the corresponding technical data that the agent publishes on its website.

2. The providers offer their products via the web platform and the agent only serves as an intermediary on behalf of and on behalf of the respective provider presenting themselves there.

3. The respective provider as contractual partner is therefore solely responsible for the provision and fulfillment of the product offered. The agent is commissioned by the provider exclusively to mediate the purchase. The agent is not commissioned by the provider to process the purchase or shipping.

4. The provider is responsible for all customer claims regarding the sale and its processing. This refers in particular to claims in connection with the quality of the product and any resulting statutory warranty rights and the additional statutory warranty rights that arise for the customer.

5. The customer acknowledges that there may be restrictions on the actual use of the brokerage service on the brokerage platform for various reasons. In this respect, the agent is in particular not responsible for restrictions due to planned maintenance work, unplanned operational interruptions that are urgently required to eliminate faults or avoid damage, disruptions or delays due to the failure or overload of Internet or telecommunications lines, as well as circumstances of force majeure or other unforeseen circumstances that are not within the scope of responsibility the intermediary's circumstances. These business interruptions do not constitute a disruption in performance or any other breach of contract.

6. The agent may use third parties to provide the contractual services.

7. The agent reserves the right to make modifications at any time in order to expand or update the functionalities of his service.

 

§ 3 Registration

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1. To purchase products on the platform, the customer has the option of opening a customer account. To do this, he must register once using the corresponding “Register” input field on www.app.tooltip.eu, truthfully stating his company name, company address, company email address and a password of his choice. After registration, the agent sends the customer a link by email to confirm their registration. Using these access data (email address and password), the customer can then log in to the website www.app.tooltip.eu to order products.

2. The customer is obliged to treat his access data confidentially, not to disclose it to any third party and to store it in such a way that third parties cannot gain knowledge of it, even by chance. The customer is further obliged not to allow any third party to use his account via his access data. If the customer has reason to suspect that third parties have knowledge of his access data or that there has been misuse, he is obliged to inform the agent immediately in writing or by email. The customer is generally liable for all activities that are carried out using his customer account.

3. By registering, the customer guarantees that all the data he provides is correct and complete. If the data provided changes after registration, the customer is obliged to change the information in his account immediately. If his email address changes, the agent will send him a link to the new email address to confirm the change.

 

§ 4 Prices

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1. The terms and conditions of the provider from whom the customer ordered the goods apply when ordering on the TOOLTIP web platform. The customer is obliged to read and accept these terms and conditions carefully before placing an order.

2. Price information: The prices displayed on the TOOLTIP web platform serve as a guide only and may differ from the final prices stated in the invoice from the relevant provider. The customer accepts that pricing is solely the responsibility of the provider and that he will deal directly with the provider regarding prices and the invoice.

3. Packaging and delivery costs: The prices of products displayed on our web platform do not include packaging and delivery costs. These costs can be billed to the customer by the provider. The customer accepts that packaging and delivery costs are the sole responsibility of the provider and that he will deal directly with the provider regarding these costs.

 

§ 5 Special price conditions

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1. Registration of special price conditions: The customer has the opportunity to enter and save his special price conditions with the relevant provider (manufacturer, supplier) for selected product groups or the provider's entire portfolio in the "Supplier discounts" area on the TOOLTIP web platform.

2. Display of prices including special price conditions: If the customer has entered his special price conditions on our web platform, the prices including the special price conditions will be displayed on the TOOLTIP web platform. The customer accepts that pricing is solely the responsibility of the provider and that he will deal directly with the provider regarding prices and the invoice.

3. Order with special price conditions: If the customer places an order on our web platform on which the prices including the special price conditions are displayed, the corresponding provider receives the order from the customer. The customer accepts that the processing of the order and the invoicing are the sole responsibility of the provider. After the customer has placed an order on TOOLTIP web platform, he or she will receive an email notification from the corresponding provider. In this order confirmation, the provider informs the customer about the final product prices, packaging costs, delivery costs and delivery dates.

 

§ 6 Conclusion of contract

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1. The customer can use the "˄" button to add products from the provider's range, in particular precision tools such as milling cutters, drills, turning tools, taps, etc., to a shopping cart. By clicking the “Order” button, you submit a binding purchase request for the goods in your shopping cart. Before submitting the order, the customer can change and view the data at any time. However, the purchase application can only be submitted and transmitted if the customer accepts these contractual conditions by clicking on the “Accept Terms and Conditions” button.

2. The agent then sends an automatic confirmation of receipt to the customer by email, in which the customer can view his order via the “Orders” link. The automatic confirmation of receipt merely documents receipt of the customer's order by the agent and does not constitute acceptance of the application. The contract is only concluded when the provider submits the declaration of acceptance, which is sent to the customer by the agent in a separate email (order confirmation). is dispatched. In this e-mail or in a separate e-mail, the contract text (consisting of the order, the agent's general terms and conditions, the provider's general terms and conditions and order confirmation) is sent to the customer by the agent (contract confirmation). The contract text is stored in compliance with data protection. The provider can also send the customer its own order confirmation.

3. The provider packs and ships the goods ordered by the customer and ensures delivery of the goods in accordance with its general terms and conditions. The provider sends the invoice for the goods and delivery costs directly to the customer. During order processing, the intermediary is available for communication between the provider and the customer.

 

§ 7 Obligations of the customer

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1. The customer is obliged to pay the invoices issued to him by the provider as a result of his order in a timely manner. At this point, the general terms and conditions of the respective provider come into play.

2. The customer ensures that, within his area of organization and responsibility, sufficient and state-of-the-art measures are taken in the interests of data and information security, in particular regular data backups, as well as the necessary security-relevant precautions with regard to his connection to the agent's service.

3. The customer will not use or allow the service to be used illegally or improperly, in particular not for the processing of transactions regarding items that violate legal provisions. Companies with demonstrably dubious business practices are also excluded from using the service.

4. The customer indemnifies the agent from all actual and alleged third-party claims, including legal costs, based on his actions or omissions, in particular claims resulting from unlawful or improper use of the service or non-compliance with applicable regulations or a Violation of third party rights by the customer or with his approval.

5. The customer bears the additional costs caused by a failure to perform their duties or not on time, not completely or not properly.

 

§ 8 Breach of customer obligations, blocking of the service

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1. The Agent may suspend the Customer's access to the Service in whole or in part or delete the Customer's account at any time if (a) the Customer breaches its obligations, (b) there is a risk of damage or impairment to the systems, data or services of the Agent or the Systems or data of another customer or provider of the agent, or there is a risk of harm to the general public, (d) circumstances exist that entitle the agent to terminate without notice. 

2. Blocking is also possible if the customer does not pay an invoice sent to him by a provider, whereby such blocking/deletion only takes place after prior warning with a reasonable deadline and the deadline has expired without result.

3. If the blocking is due to a breach of contract, access will only be restored once the breach has been permanently eliminated or the risk of recurrence has been ruled out by means of a cease-and-desist declaration subject to penalty. The agent is not obliged to provide access again if this is unreasonable for him, for example if the reason for the blocking also entitles him to terminate the contract without notice.

4. Blocking/deletion based on a breach of contract does not entitle the customer to stop payments or assert claims for damages against the agent or the provider.

5. The agent can block the customer account at any time without giving reasons and/or make further use of the service dependent on the payment of remuneration.

 

§ 9 Disruption of performance, force majeure

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1. The agent is released from his obligation to perform if the non-performance is due to circumstances of force majeure or other unforeseen circumstances for which the agent is not responsible (e.g. war, strike, natural disasters, flooding, system failures on the Internet or sabotage caused by malware).

2. The exemption from the obligation to provide benefits applies for the duration of the disability plus a reasonable start-up time. If the hindrance lasts longer than 2 months, both parties are entitled to terminate the contract with regard to the affected part of the service after a reasonable grace period has expired. There are no claims for damages or reimbursement of expenses against the provider in such cases.

3. The parties will inform themselves immediately upon becoming aware of the occurrence of a case of force majeure or other circumstances mentioned in accordance with Section 9 (1).

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§ 10 Warranty

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1. The customer acknowledges that the possibility of using the agent's service depends largely on the settings he has selected within his profile. Therefore, within the scope of defect claims, only reproducible defects can be recognized as such.

2. If the customer wrongly complains about the existence of a defect for reasons for which the agent is not responsible, the agent can invoice the customer for the expenses incurred for diagnosing and eliminating the error.

3. Claims for defects are excluded if the customer himself or through third parties changes functionalities of the service without prior authorization from the agent or does not use the service in the intended manner or in an operating environment other than the intended one, including operating errors on his part, non-observance of application instructions, incorrect or missing processing data. This does not apply if the customer proves that any defects that occur are unrelated to such circumstances. If the error analysis is made significantly more difficult by such circumstances, the customer will bear any additional costs incurred.

4. In the event of defects for which the agent is responsible, the statutory warranty law applies.

 

§ 11 Liability

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1. Claims by the agent for damages are excluded. Excluded from this are claims for damages by the agent resulting from injury to life, body, health or from the violation of essential contractual obligations (cardinal obligations) as well as liability for other damages that are based on an intentional or grossly negligent breach of duty by the agent, his legal representatives or vicarious agents . Essential contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.

2. In the event of a breach of essential contractual obligations, the agent is only liable for the foreseeable damage typical of the contract if this was caused simply through negligence, unless the customer is claiming damages due to injury to life, body or health.

3. The restrictions in paragraphs 1 and 2 also apply to the benefit of the agent's legal representatives and vicarious agents if claims are asserted directly against them.

4. The limitations of liability resulting from paragraphs 1 and 2 do not apply if the agent has fraudulently concealed the defect or has given a guarantee for the quality of the item. The same applies if the agent and the customer have reached an agreement about the nature of the item. 

 

§ 12 Data protection, information security

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1. All parties agree to comply with all applicable legal data protection regulations. The service provides the technical requirements for data processing. However, the actual data processing is carried out by the customer himself; In particular, TOOLTIP has no scope for evaluation or decision-making with regard to personal data from the customer's area of responsibility within the framework of software-based processes. To the extent that, in the course of operating the service, it is possible for the intermediary to gain access to personal data for which the customer is responsible, this is order processing in accordance with Article 24 of the GDPR, in relation to which the parties conclude a separate order processing agreement.

2. Further information on data protection can be found in our data protection information.

 

§ 13 Confidentiality

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All parties undertake to treat all information about the other party's business operations that they become aware of during the execution of the contract, in particular business and trade secrets, as strictly confidential, even beyond the duration of the contract, and not to make it accessible to third parties, with the exception of information relating to the execution of the contract If necessary, authorized third parties to whom the parties impose corresponding confidentiality obligations.

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§ 14 Contract term, termination

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1. The customer can cancel his account on the TOOLTIP brokerage platform at any time. Terminations must be in writing.

2. Upon termination of the contract, for whatever reason, the agent will immediately stop using the service and delete all relevant data stored by him, unless these are subject to legal retention or archiving obligations.

 

§ 15 Final provision

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1. The law of the Federal Republic of Germany applies to contracts between the customer and the provider, excluding the UN Convention on Contracts for the International Sale of Goods.

2. The remaining parts of the contract remain binding even if individual points are legally ineffective. In place of the ineffective points, the statutory provisions apply, if available.

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