Terms & Conditions

ChemSquare GmbH, Frankfurt ("ChemSquare") operates a platform under the domain www.chemsquare.com ("Platform"), via which ChemSquare enables commercial third parties ("Partners") to distribute products solely to registered entrepreneurs, legal entities under public law and special funds under public law ("Customers"). These Terms of Use ("Terms of Use") apply to the use of the Platform by Customers.

§ 1 Registration

1.1 The use of the Platform requires the consent of Customers to these Terms of Use via the registration of the Customer. The contractual language is German or English.

1.2 By submitting the registration declaration, the Customer accepts these Terms of Use and warrants only to use the Platform as an entrepreneur, a legal entity under public law or a special fund under public law. ChemSquare is entitled at any time before and after registration to request appropriate proof of this from the Customer.

1.3 If the registration takes place online, the application is initiated by the Customer and ChemSquare confirms the registration in accordance with these Terms of Use by sending an e-mail to the Customer. ChemSquare is not obliged to accept any application. ChemSquare stores the contractual text, but is not obliged to provide this to the Customer.

§ 2 No remuneration due

Use of the Platform does not lead to any remuneration obligation of the Customer to ChemSquare or of ChemSquare to the Customer. Remunerations if applicable are handled in additional contract documentation.

§ 3 Services of Partners

3.1 Products are always offered and sold via the Platform by the Partner specified in each case on the Platform.

3.2 To the extent required for the conclusion and/or the performance of contracts with a Partner, the Customer agrees that ChemSquare will provide the Partner with the required declarations and data of the Customer. With respect to the exchange of declarations between the Customer and Partners, ChemSquare always is only a messenger. ChemSquare shall forward such declarations automatically to the respective contact provided by the Customer or the Partner.

3.3 The Customer acknowledges that ChemSquare is neither responsible for the content and information provided by the Partners on the Platform nor the services offered by them or their actions and that no contract and/or performance relationship will come into existence in this respect between ChemSquare and the Customer. In particular, the Partner alone is liable for the fulfilment of contracts concluded with Customers, the provision of services, invoicing, collecting payments, as well as warranty for defects, refunds and returns. The contract concluded with any Partner is solely governed by the general terms and condition and the privacy policies of the Partner specified in each case when the contract is concluded.

§ 4 Provision of the Platform

4.1 ChemSquare provides the Customer with the Platform and any other services agreed in accordance with these Terms of Use "as is". ChemSquare is not obliged to provide specific functions or other requirements, in particular with respect to availability.

4.2 ChemSquare can at any time at its sole discretion, without prior notice and without specifying any reasons provide an updated or amended version of the Platform or any other services agreed under these Terms of Use. 4.3 ChemSquare is entitled to use any of its affiliates and/or other subcontractors for the provision of services under or in connection with these Terms of Use.

§ 5 Use of the Platform

5.1 ChemSquare grants the Customer access to the Platform via an account using login data. The Customer will keep its login data secret at all times and inform ChemSquare promptly after obtaining knowledge about any unauthorised access.

5.2 The Customer will take all necessary measures to prevent any risks to the security and stability of the Platform and the systems of ChemSquare and its subcontractors and will not retrieve data or information without authorisation, interfere with the software of the Platform, penetrate data networks of ChemSquare or transmit any viruses, Trojans or other malware.

5.3 The Customer acknowledges that ChemSquare, its subcontractors and licensors are fully entitled to all trademarks and other distinctive signs, other intellectual property rights and copyrights in and to the Platform. The Customer warrants to comply with all applicable laws, including trademark, copyright, data protection, tax and export control laws when using the Platform or other services under these Terms of Use.

5.4 Products which are classed under special chemical regulations like REGULATION (EU) No 98/2013, BtMG, EU No 1236/2005 can only be traded in compliance to the corresponding correlation. If required, the appropriate proof of legitimacy needs to be provided.

§ 6 Warranty and liability

6.1 ChemSquare excludes any warranty and liability for and in connection with the use by the Customer of the Platform and any other services agreed under these Terms of Use. This is also includes products which are classed under special chemical regulations like REGULATION (EU) No 98/2013, BtMG, EU No 1236/2005.

6.2 The liability of ChemSquare for wilful intent and gross negligence and the fraudulent non-disclosure of defects remains unaffected.

6.3 All limitations and exclusions of liability set out in § 6 also apply to ChemSquare's affiliates, members of the executive board, directors, employees, agents, subcontractors, sub-suppliers and other assistants.

§ 7 Indemnification

7.1 The Customer shall indemnify ChemSquare, ChemSquare's affiliates and subcontractors from any and all claims, damages and costs (including litigation and legal costs as well as consultancy costs) arising from or in connection with the following circumstances: (i) an allegation of a third party, including an authority, that any of the requirements listed in Section 5.3 are not met and (ii) any breach by the Customer of these Terms of Use.

7.2 The obligation of the Customer to provide the indemnity pursuant to Section 7.1 does not apply if ChemSquare is liable for the occurrence of the corresponding claims, damages or costs.

§ 8 Blocking

ChemSquare is at any time at its sole discretion entitled without prior notice or specifying grounds to partially or completely block the Customer from using the Platform.

§ 9 Termination

9.1 The use of the Platform on the basis of these Terms of Use can be terminated by the Customer and ChemSquare at any time.

9.2 The right to termination for good cause remains unaffected.

§ 10 Electronic communication

10.1 Declarations of ChemSquare are deemed received by the Customer upon receipt of the e-mail by the e-mail inbox stated by the Customer during registration.

10.2 Declarations of the Customer are received by ChemSquare upon receipt by the systems provided by ChemSquare for electronic communications.

§ 11 Amendments

11.1 ChemSquare is entitled to amend these Terms of Use anytime. Amendments may in particular be made to adapt to applicable laws or to implement changes to the contractually agreed services. ChemSquare shall notify the Customer in writing or in electronic form of any altered Terms of Use with a notice period of at least thirty (30) days before their effective date. The amended Terms of Use will become effective only if the Customer does not object within the above mentioned period in writing or in electronic form. ChemSquare is required to inform the Customer separately of said consequences in the notification. If, in the event of an objection to the amendment by the Customer within the agreed timeframe, it is unreasonable for ChemSquare to continue the Terms of Use, ChemSquare is entitled to terminate these Terms of Use no earlier than the effective date of the amendment set forth in the notification. Any other right of termination of the parties remains unaffected.

11.2 Any other amendments and additions to these Terms of Use must be agreed in electronic form. This also applies to an amendment of this form requirement.

§ 12 Severability

Should one or several provisions of these Terms of Use be or become invalid or unenforceable, the remaining provisions of these Terms of Use will remain unaffected. An effective provision in place of the invalid or unenforceable provision which comes legally and economically as close as possible to the spirit and purpose of the invalid or unenforceable provision is deemed agreed. This applies accordingly to any gaps in these Terms of Use.

§ 13 Choice of law

These Terms of Use and business relation arising between ChemSquare and the Customer under this agreement are governed exclusive by the law of the Federal Republic of Germany, subject to exclusion of German conflict of laws rules and all international and supranational (contract) laws, in particular the United Nations Convention of Contracts for the International Sale of Goods of 11 April 1980 (CISG).

§ 14 Legal venue, place of performance

The exclusive legal venue of all disputes arising under or in connection with these Terms of Use and/or with respect to the validity of these Terms of Use is Frankfurt. The place of performance for all services under or in connection with these Terms of Use is Frankfurt.