Seller Terms and Conditions
- CLOUDGEEKS platform” or “platform” is a platform operated by CLOUDGEEKS for purchasing and selling used commercial vehicles. The sale of such used commercial vehicles via CLOUDGEEKS platform to CLOUDGEEKS is subject to these Terms and Conditions of Purchase.
- “CLOUDGEEKS BUYER” refers to the CLOUDGEEKS user buying the vehicle(s) from CLOUDGEEKS.
- “CLOUDGEEKS” refers to cloudgeeks GmbH, Marienplatz 12 – 14, Stuttgart, Germany registered with the commercial register of the Local Court of Stuttgart under no. HRB 786967, which is the purchaser of the respective vehicle(s).
- “SELLER” refers to the seller of the respective vehicle(s) to be sold to CLOUDGEEKS.
- “Risk” refers to the possibility of suffering harm or loss of a physical or financial nature and the responsibility for the harm or loss suffered.
- “Vehicle” means the vehicle to be sold. “Vehicles” mean the multiple vehicles that can be part of one order / sales agreement.
- “sales agreement” refers to the contractual relationship between SELLER and CLOUDGEEKS as described in these Terms and Conditions of Purchase.
II. About these Terms and Conditions
- CLOUDGEEKS and the SELLER expressly agree that any purchase of a vehicle is exclusively governed by these Terms and Conditions of Purchase in its current version, regardless of any other general terms and conditions of the SELLER. These Terms and Conditions of Purchase shall apply exclusively to a sale of vehicle(s) from SELLER to CLOUDGEEKS. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
- Notwithstanding clause 8, the Terms and Conditions of Use of CLOUDGEEKS website usage (https://go.wtx.com/terms-conditions/) apply in addition. In case of any discrepancies between these Terms & Conditions of Purchase and the Terms and Conditions of Use of CLOUDGEEKS website usage, the terms outlined in these Terms & Conditions of Purchase shall prevail.
- SELLER accepts these Terms and Conditions of Purchase as legally binding upon initial registration on the CLOUDGEEKS platform (as outlined in ‘Access to CLOUDGEEKS platform’) and in course of every later transaction via the CLOUDGEEKS platform. CLOUDGEEKS reserves the right to modify these Terms and Conditions of Purchase in relation to future purchases at any time and without giving reasons and SELLER will have to accept the then current version available at the time of the conclusion of the respective transaction.
- These Terms and Conditions of Purchase have been uploaded in printable format on the CLOUDGEEKS platform. The current version of these Terms and Conditions (as amended from time to time) can be retrieved and saved at any time from the homepage of CLOUDGEEKS platform.
III. Access to CLOUDGEEKS platform
- The access and use of CLOUDGEEKS platform for the sale of vehicles to CLOUDGEEKS is offered exclusively to entrepreneurs (as defined in Sec. 14 (1) of the German Civil Code (BGB), i. e. natural or legal persons or partnerships with legal capacity acting, when entering into the transaction in the exercise of their commercial, business or professional activity).
a. CLOUDGEEKS reserves the right to limit access only to dealers and traders of pre-owned commercial vehicles and similar types of entrepreneurs.
b. SELLER will have to proof his status to CLOUDGEEKS during the onboarding process.
- CLOUDGEEKS reserves the right to decline access to the platform at sign up or revoke access at any point in time at its full discretion and for any reason.
- .SELLER is required to go through several onboarding checks prior to being allowed to use the CLOUDGEEKS platform. Access to CLOUDGEEKS platform will then be granted in two stages (1) access to see prices of listed vehicle(s) (after passing the check for entrepreneur as described in clause 12.) and (2) access to sell vehicle(s) (after passing further onboarding checks as described below).
a. SELLER agrees to share all information and documents required to perform said onboarding checks;
b. The language of all documents and information shall be English, unless stated otherwise;
c. The onboarding checks may include but are not limited to
i. Anti-Money-Laundering and sanctions checks of both the SELLERS’ legal entity as well as involved representatives;
ii. Verification of company information through company registration documents;
iii. Verification of addresses;
iv. Identity verification of representatives and verification of power of representation;
d. The nature and details of said onboarding checks may be updated by CLOUDGEEKS at any point in time without notice;
e. CLOUDGEEKS may utilize 3rd party providers and/or databases to complete some or all of the onboarding checks. The SELLER hereby authorizes CLOUDGEEKS to forward all and any information and documents provided to those 3rd party providers.
f. SELLER shall update CLOUDGEEKS if any relevant information changes without undue delay.
- By submitting the registration form on CLOUDGEEKS, SELLER confirms in particular that:
a. The individual signing up on behalf of SELLER is authorized to act on behalf of the company (SELLER);
b. All ultimate beneficial owners (UBOs), directors and authorized users have been declared and their details have been provided;
c. All information and documents provided are true, complete and accurate.
- SELLER is in particular required to notify CLOUDGEEKS immediately should anything regarding the authorization of its representatives change.
- Compliance with financial reporting obligations
a. CLOUDGEEKS is obligated by law to comply fully with all financial accounting and/or reporting requirements as the case may be, which include but may not only be limited to accounting. SELLER will comply with all lawful and reasonable requests and provide all relevant information to CLOUDGEEKS and any 3rd party provider utilized by CLOUDGEEKS for this purpose to allow full legal compliance on the part of CLOUDGEEKS.
b. SELLER hereby acknowledges and accepts that CLOUDGEEKS will be entitled to cancel any current, past or future order as well as access to the CLOUDGEEKS platform and be released from their obligations under such agreement should SELLER be or become subject to any sanctions or similar restrictions administered or enforced by the United Nations Security Council, Her Majesty’s Treasury of the United Kingdom, the Office of Foreign Assets Control of the Department of Treasury of the United States of America, the African Union, the Republic of South Africa or the European Union (each as amended, supplemented or substituted from time to time), and that SELLER shall be obligated to indemnify CLOUDGEEKS, and its affiliates against any and all damages or losses suffered by any of them due to such sanctions.
IV. Listing vehicle(s) on CLOUDGEEKS platform
- SELLER takes on full and sole liability for the accuracy of his listed vehicle(s) and vehicle details
a. SELLER is fully liable and responsible to keep the vehicle(s) prices and availability (and other details) up to date;
b. SELLER is required to update the vehicle(s) price, details and/or availability as soon as either changes (immediately after he becomes aware of such change);
c. Updates to essential fields (e.g., price and availability) may have to get approved by CLOUDGEEKS. If the SELLER submits changes to those essential fields the vehicle(s) will be taken offline until approved by CLOUDGEEKS.
d. If the vehicle(s) are resold by CLOUDGEEKS in between the submission of updates and them being taken offline, SELLER is legally bound to the previous terms (e.g., price and availability).
- SELLER acknowledges that it is forbidden to offer vehicle(s) with military equipment for sale on CLOUDGEEKS platform. CLOUDGEEKS reserves the right to reject any vehicle at its sole discretion. Further CLOUDGEEKS reserves the right to block SELLER from the CLOUDGEEKS platform in case of breaching the stipulations of this clause.
- SELLER shall be liable to compensate CLOUDGEEKS, in case CLOUDGEEKS incurs any damages due to inaccuracy of the vehicle listing and/or the vehicle listing not being updated (price, availability or any other listing detail) if the SELLER is at fault.
- CLOUDGEEKS reserves the right to withdraw from the purchase agreement in case SELLER has withheld any information about the vehicle(s) required according to Section VI. below from CLOUDGEEKS (knowingly or due to negligent lack of knowledge) without penalty for CLOUDGEEKS. In such a case SELLER is required to cover all incurred cost to CLOUDGEEKS in regards to the vehicle(s) up to this point, all costs related to return the vehicle(s) back to the SELLERs place of business and all costs and penalties as described in clause 45 of these Terms & Conditions of Purchase.
- SELLER has multiple options of how vehicle(s) he intends to sell can be listed on the CLOUDGEEKS platform
a. CLOUDGEEKS may together with the SELLER implement an automated synchronization between SELLERS system and CLOUDGEEKS platform; such connection is not a standard offer and may only be done in exceptional cases on the basis of an individual agreement; in case CLOUDGEEKS develops such connection, it reserves the right to charge a reasonable fee for this service;
b. SELLER may submit vehicle(s) to be listed on CLOUDGEEKS platform by filling and submitting an online form with the respective vehicles’ information and pictures (either on CLOUDGEEKS platform on a different third party form provided by CLOUDGEEKS); [to place an offer directly via CLOUDGEEKS platform, SELLER starts by filling in the respective form. There the SELLER may modify at all time the desired quantity or delete vehicle(s) completely. If the SELLER has filled out the form, by clicking on the buttons „Next“ the SELLER will get to the next web page. The SELLER can review the input on the overview page that will open up. To correct input errors (e.g. with respect to the price, quantity or other data), the SELLER may click „Edit“ next to the respective field. To submit the offer, the SELLER must finally press the button “SUBMIT”. To cancel the offer process, the SELLER can simply close the browser window. After pushing the “Submit”-button, any change is subject to clause 18 above. To place an offer via a third party form, the SELLER needs to fill out the form and submit it. Such third party form can be changed by SELLER until submission to CLOUDGEEKS; after pushing the “Submit”-button, any change is subject to clause 18 above.]
c. CLOUDGEEKS reserves the right to allow SELLERs to submit vehicle(s) by giving CLOUDGEEKS the respective vehicles’ details via e-mail or any other agreed form of communication;
d. CLOUDGEEKS reserves the right to discontinue any of the above mentioned options at any time without providing reason.
- Regardless of the method of providing vehicle(s) to be offered for sale on the platform (be it mentioned above or not mentioned specifically), the legal consequences of providing said vehicles details to CLOUDGEEKS are
a. A binding offer of the SELLER to CLOUDGEEKS to purchase the described vehicle(s) at submitted price and listed conditions;
b. The listing of the vehicle(s) is specifically no invitation ad offerendum, but rather a binding offer of the SELLER to sell the vehicle(s) to CLOUDGEEKS;
- SELLER provides a price for the vehicle(s) to CLOUDGEEKS as part of submitting the vehicle(s) to be listed on CLOUDGEEKS platform
a. SELLER will be legally bound to sell the vehicle(s) at the respective submitted price;
b. Unless otherwise agreed, the price submitted by SELLER is inclusive of the (land-)transport cost to the agreed delivery hub, for which the SELLER is solely responsible. CLOUDGEEKS reserves the right to regularly determine the designated drop-off locations and communicate different drop-off locations via amendment of these Terms and Conditions of Purchase.
c. SELLER is aware that CLOUDGEEKS acts as reseller and explicitly acknowledges that CLOUDGEEKS may charge a different price to the BUYERS than submitted by the SELLER.
- SELLERs listed vehicle(s) will remain on the CLOUDGEEKS platform and remain binding offers as described in clause 23, until SELLER proactively removes the respective vehicle from the CLOUDGEEKS platform (e.g., vehicle(s) became unavailable) or amends the price on the CLOUDGEEKS platform. SELLER shall give a notification to CLODUGEEKS for any other amendment in the same methods as described for listing new vehicle(s) in clause 22
- SELLER hereby grants to CLOUDGEEKS, and represents and warrants that he has all rights necessary to do so, a worldwide, perpetual and non-exclusive right and license to use, store, copy, modify, distribute, and make available to third-parties all provided content about the vehicle(s) (e.g., vehicle(s) images, information, specifications); such license contains in particular the right to use such content for advertising and promoting purposes for the specific vehicle(s), including the presentation and resale of the vehicle(s) on the CLOUDGEEKS platform to CLOUDGEEKS BUYER. Excluded are information about the sales price.
a. CLOUDGEEKS is not responsible for any loss or damage to SELLERS content submitted for publishment of the platform while it is in CLOUDGEEKS possession;
b. SELLER should separately maintain copies of the content he provides to CLOUDGEEKS;
c. CLOUDGEEKS has the right to disclose SELLERS identity to any third party claiming any content submitted or uploaded by SELLER to CLOUDGEEKS constitutes a violation of their intellectual property rights;
d. At any time, CLOUDGEEKS has the right to remove any content SELLER submits to CLOUDGEEKS if, in CLOUDGEEKS sole reasonable discretion, SELLER´s content does not comply with these Terms & Conditions of Purchase.
e. CLOUDGEEKS reserves the right to modify all provided content about the vehicle(s).
f. Without limiting the license granted to CLOUDGEEKS in this clause 26 in any way, SELLER specifically understands and agrees that listed vehicle(s) listed by SELLER on CLOUDGEEKS platform may (at CLOUDGEEKS’ sole discretion) be placed or made viewable on other websites provided by CLOUDGEEKS, its affiliates or partners. The SELLER permits CLOUDGEEKS to use all provided content about the vehicle(s) and the SELLERs company name and logo as evidence of CLOUDGEEK´s expertise (“References”) and to make use of such References vis-à-vis other (potential) clients and on CLOUDGEEK´s website.
V. General conditions of sale process and conclusion of sales agreements
- There are two general methods of SELLERs listed vehicle(s) (as described in section IV. above) being sold on CLOUDGEEKS platform: 1. ‘Buy now’ and 2. ‘Make an offer’
- If a CLOUDGEEKS BUYER clicks ‘BUY NOW’ on CLOUDGEEKS platform
a. Doing so shall constitute a binding sale of the SELLER to enter into a sales agreement with CLOUDGEEKS as follows:
i. SELLER agrees and is legally bound to sell the vehicle(s) to CLOUDGEEKS at the SELLERs submitted price and conditions; the respective sales agreement shall be concluded upon receipt of the confirmation email generated via the CLOUDGEEKS platform and sent to SELLER. SELLERs knowledge of the acceptance via e-mail or over the CLOUDGEEKS platform is not necessary and waived by SELLER; insofar Section 151 sentence 1 German Civil Code shall apply.
ii. No further confirmation or other declaration by SELLER is required to constitute a binding sales agreement between CLOUDGEEKS and SELLER. CLOUDGEEKS informs the SELLER about the “BUY NOW” option exercised by a CLOUDGEEKS BUYER. If the vehicle(s) is/are not available at the agreed conditions anymore, the SELLER reserves the right to withdraw from the sales agreement. The declaration of withdrawal must be made by the SELLER immediately after receipt of such information.
b. CLOUDGEEKS reserves the right at this stage to withdraw from a sales agreement for any justified reason.
- The CLOUDGEEKS BUYER can choose to make an offer. If CLOUDGEEKS forwards a CLOUDGEEKS BUYERs submitted offer on the vehicle(s) to SELLER, there are three possible scenarios, which are outlined below.
a .SELLER can accept an offer as it is received
i. SELLER accepts an offer if he formally accepts and confirms to CLOUDGEEKS via e-mail or over the CLOUDGEEKS platform;
ii. Doing so shall constitute a binding sale on the part of the SELLER to enter into a sales agreement with CLOUDGEEKS; the respective sales agreement shall be concluded at the time when CLOUDGEEKS sends the e-mail or accepts the order over the CLOUDGEEKS platform. SELLERs knowledge of the acceptance via e-mail or over the CLOUDGEEKS platform is not necessary and waived by SELLER; insofar Section 151 sentence 1 German Civil Code shall apply.
iii. SELLER agrees and is legally bound to sell the vehicle(s) at the accepted offer price and conditions;
iv. CLOUDGEEKS reserves the right to withdraw from a sales agreement for any justified reason.
b. Seller can send a counter-offer at a different price. If SELLER sends a counter-offer at a different price
i. Doing so shall constitute a binding offer on the part of the SELLER to enter into a sales agreement with CLOUDGEEKS at the countered price;
ii. If CLOUDGEEKS accepts the counter-offer: SELLER shall be legally bound to sell the respective vehicle(s) at the offered price and the other (unchanged) conditions to CLOUDGEEKS; the respective sales agreement shall be concluded at the time when CLOUDGEEKS sends the e-mail or accepts the order over the CLOUDGEEKS platform. SELLERs knowledge of the acceptance via e-mail or over the CLOUDGEEKS platform is not necessary and waived by the SELLER; insofar Section 151 sentence 1 German Civil Code shall apply.
iii. If CLOUDGEEKS sends a counter-offer to the SELLERs counter offer: Scenarios and process outlined in clause 29 are started over again;
iv. If CLOUDGEEKS declines the counter-offer: No sales agreement has been concluded and the negotiation stage is ended.
c. If SELLER declines the offer completely: No sales agreement has been concluded and the negotiation stage is ended.
d. The SELLER is given 48 hours to respond to an offer from CLOUDGEEKS with one of the three options outlined in lit. (a)-(c) above. Upon the expiration of that period without any response from the SELLER, the offer expires and no sales agreement has been concluded and the negotiation stage is ended.
e. The SELLER will be able to retrieve the contractual provisions together with information on the vehicle(s) including the current version of the Terms and Conditions of Purchase and to store it in reproducible form after acceptance of the offer or together with the notification of the acceptance of the counter-offer. CLOUDGEEKS does not store the contractual provisions for the SELLER. The SELLER explicitly agrees that the obligations of § 312i paragraph 1 sentence 1 no. 1-3 BGB are waived,
VI. Vehicle specifications
- SELLER warrants that the vehicle(s) are in his sole ownership or power of disposal and available for sale;
- SELLER warrants the condition of the vehicle(s) as described in the form submitted and in the submitted pictures;
- SELLER warrants that the vehicle(s) are fit for use (intended and/or agreed, e.g. at least drivable and safe);
- It is expressly agreed between CLOUDGEEKS and SELLER that SELLER is obliged to disclose any risk(s), defect(s), failure(s), hazard(s) or unsafe item(s).
- SELLER has to disclose the accurate amount of keys available with CLOUDGEEKS. The keys will be counted and documented at arrival in the agreed delivery hub. SELLER is solely liable should the amount of keys not match.
- SELLER warrants that the vehicle(s) do not contain either dangerous goods or any prohibited commodities, nor any item which cannot be carried safely or legally and in accordance with relevant policies of CLOUDGEEKS fulfillment and shipping providers.
- CLOUDGEEKS reserves the right to withdraw from a sales agreement in case, but not limited, the resale of the vehicle to the BUYER cannot be completed (e.g., BUYER does not pay, other vehicle(s) of a CLOUDGEEKS BUYER combined order are not available or no price agreement on other vehicle(s) could be reached).
VII. Payment, Invoicing and Delivery Documents
- SELLER acknowledges that CLOUDGEEKS will send the full amount of the purchase price for the vehicle(s) the latest when the waybill has been shared with CLOUDGEEKS BUYER and CLOUDGEEKS BUYER payment has been released to CLOUDGEEKS.
a. Payment from CLOUDGEEKS to SELLER does not become due prior to this, but after 30 days after delivery or receipt of the invoice (whichever event is the later) at the latest;
b. CLOUDGEEKS will send the payment to the IBAN (SELLERs Bank account) the SELLER has stated in his CLOUDGEEKS platform account. SELLER is liable to keep this bank account information up to date.
- SELLER is required to provide CLOUDGEEKS with an invoice for the vehicle(s).
a. SELLER must upload the invoice to the CLOUDGEEKS platform within 1 business day after the conclusion of the sales agreement;
b. Based on the sales agreement, guided by these Terms and Conditions of Purchase, CLOUDGEEKS may resell and transfer the vehicle(s) already before SELLER issues and shares an invoice. SELLER specifically agrees to this process;
c. CLOUDGEEKS will issue no payment to the SELLER if neither an invoice nor a credit note are available to CLOUDGEEKS.
- SELLER is required to provide all necessary delivery documents incl. invoice, freight documents/waybill and if requested by CLOUDGEEKS documents stating the origin of the vehicle (commercial and preferential origin).
- Unless otherwise agreed, SELLER accepts and agrees that delivery of the vehicle(s) will be made at his expense, risk and liability to the agreed delivery hub at a harbor terminal (CLOUDGEEKS hub)
a. CLOUDGEEKS reserves the right to adapt and change delivery instructions and place of delivery to a reasonable extent on a case by case basis by notifying the SELLER;
b. CLOUDGEEKS or a third party contracted by CLOUDGEEKS will communicate the respective drop-off address where SELLER shall make the delivery of the vehicle(s) to.
- SELLER takes on full liability of the vehicle until the vehicle is safely delivered into the CLOUDGEEKS hub at the agreed delivery hub.
- Regardless of the agreed terms of delivery, ownership of the vehicle(s) is always transferred from SELLER to CLOUDGEEKS at the time the delivery is accepted by CLOUDGEEKS into the CLOUDGEEKS hub.
- .CLOUDGEEKS has advised the SELLER that it or a 3rd party provider will conduct an identity check of the vehicle(s) once delivered by the SELLER to the agreed delivery hub to confirm that the vehicle(s) is/are the vehicle(s) described in the SELLERs offer as to obvious material discrepancies with regard to identity (VIN check) and obvious apparent damage only.
a. CLOUDGEEKS is a mere reseller and therefore not obliged to inspect vehicle(s) itself. However, CLOUDGEEKS will inform the SELLER within the ordinary course of business about any complaint raised by the CLOUDGEEKS BUYER of the respective vehicle(s). CLOUDGEEKS shall oblige its CLOUDGEEKS BUYERS to inspect the vehicle(s)without undue delay upon receipt with the due diligence of a responsible businessman as to identity, quantity and / or obvious defects (including the delivery documents) and shall report to CLOUDGEEKS any defects or irregularities by specifying the defects or irregularities without delay.
b. CLOUDGEEKS reserves the right to withdraw from the sales agreement at its complete discretion based on the negative results of the arrival inspection.
- Should CLOUDGEEKS withdraw from the sales agreement because the vehicle(s) don’t match the provided description and/or condition, or because the CLOUDGEEKS BUYER objects to the vehicle(s) condition for justified reason:
a. The SELLER is required to take the vehicle(s) back and refund any and all payments made to him for the respective purchase;
b. The SELLER is required to cover the cost of transporting the vehicle(s) back to the SELLERs place of business and to organize such transport. Additionally, the SELLER shall bear the cost incurred during handling the vehicle(s) in the CLOUDGEEKS hub;
c. The SELLER shall make a one-off payment to CLOUDGEEKS of 2% of the purchase price or EUR 500.00 (net) (whichever sum is higher) as a contractual penalty. This shall not apply if SELLER is not responsible for discrepancy between the actual condition of the vehicle(s) and the provided description and/or condition. In the event that the amount of the contractual penalty is deemed inadequate, the parties agree that the competent court according to Section ‘Governing Law’ shall in its sole discretion determine such amount. The SELLER reserves the right to prove that no damage at all or only a significantly lower damage has been incurred by CLOUDGEEKS. Payment of the penalty shall be without prejudice to any further claim for damages CLOUDGEEKS may be entitled to.
- CLOUDGEEKS BUYER will further perform an arrival inspection of the vehicle(s) at the respective port of destination. SELLER is liable for any damages and claims reported by the CLOUDGEEKS BUYER to CLOUDGEEKS and notified to SELLER that are not proven to be incurred during the transport from the respective port of origin to port of destination transport.
- CLOUDGEEKS reserves the right to reflect inspection results in its SELLER rating system (e.g., rating penalization in case of any issues during inspection).
X. Liability and warranties
- CLOUDGEEKS shall only be liable for damages caused by a breach of obligations due to its gross negligence or willful misconduct. Further, CLOUDGEEKS shall be liable for the negligent breach of obligations, whose fulfillment is essential to enable the ordinary implementation of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the SELLER may rely on regularly. In the last-mentioned case, CLOUDGEEKS is only liable for the foreseeable, typical contractual damage. The abovementioned exclusions of liability do not apply in case of damage of life, body and health. The liability pursuant to the product liability law remains unaffected. The same applies to breaches of duty by its vicarious agents.
- SELLER acknowledges and agrees that any transmission to and from CLOUDGEEKS platform and services is not confidential and SELLERs communications or contributed content may be read or intercepted by others.
- SELLER further acknowledges and agrees that by submitting communications or content to CLOUDGEEKS and by posting information on SELLER platform or services, including listed item(s), no confidential, fiduciary, contractually implied or other relationship is created between SELLER and CLOUDGEEKS other than pursuant to these Terms and Conditions of Purchase and the Terms and Conditions of Use unless otherwise agreed.
- SELLER acknowledges and agrees that SELLER will not hold or seek to hold CLOUDGEEKS responsible for the content provided by SELLER, including, without limitation, any translation thereof.
- SELLER will indemnify, defend and hold harmless CLOUDGEEKS, its subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (the “Indemnified Parties”) from and against any claim or demand (including reasonable attorneys’ and experts’ fees and costs), made by any third party due to or arising out of (i) SELLERs culpable breach of these Terms and Conditions of Purchase; (ii) any personal injury, death, or property damage caused by or arising out of the listing, sale, transportation or use of any vehicle(s); or (iii) SELLERs culpable violation of any law or rights of a third party, including related to any content SELLER provides. CLOUDGEEKS reserves the right, at its own expense to assume the exclusive defense and control of any matter otherwise subject to indemnification by SELLER, and SELLER shall not in any event settle any matter without CLOUDGEEKS written consent. While some jurisdictions may limit SELLERs liability hereunder, this indemnity shall apply to the fullest extent permissible by applicable law.
XII. Return, claims
- SELLER agrees to accept the vehicle(s) back and refund any and all respective payments made, in case the vehicle(s) are to be returned to the SELLER, especially, but not limited to, when such return happens at no fault of CLOUDGEEKS (e.g., vehicle(s) do not match description, BUYER did not accept the vehicle(s) for legitimate reasons; a legitimate reason shall in particular be a detrimental deviation of the actual from the agreed description and/or condition). Additionally, the SELLER is required to cover the costs described in clause 45.
- SELLER accepts liability for all damages claimed by CLOUDGEEKS BUYER to CLOUDGEEKS at the port of destination inspection as outlined in ‘inspection’ section with the exception of those that are proven to be incurred during the agreed delivery hub to port of destination transport.
- CLOUDGEEKS shall not be liable for any impairment or loss in the vehicle as far as the due diligence has been observed which CLOUDGEEKS applies in its own matters or which would also have occurred by the SELLER.
XIII. Severability clause
- Should any provision of these Terms and Conditions of Purchase be or become invalid, this shall not affect the legal validity of the remaining provisions. Instead of the invalid provision, a valid provision shall be deemed to have been agreed which comes closest to the economic purpose intended by the parties. Same applies if these Terms and Conditions of Purchase contain a gap.
XIV. Governing law, place of performance and place of jurisdiction
- These Terms and Conditions of Purchase as well as all agreements and legal and business relationships that are subject to these Terms and Conditions of Purchase shall be governed by the laws of the Federal Republic of Germany to the exclusion of all other laws and the exclusion of the United Nations Convention on Contracts for the International Sale of Goods as far as they may otherwise have applied.
- In case of any dispute between SELLER and CLOUDGEEKS, the parties will faithfully attempt to amicably resolve such dispute.
- Place of performance of all services rendered by CLOUDGEEKS hereunder and the exclusive place of jurisdiction for all disputes arising under or in connection with any contractual relationship between SELLER and CLOUDGEEKS which are subject to these Terms and Conditions of Purchase shall be Stuttgart, Germany.
XV. Miscellaneous conditions
- No variation of these Terms and Conditions of Purchase once accepted for a sales agreement concluded thereunder will be of any force or effect unless reduced to writing and signed by both CLOUDGEEKS and the SELLER.