Terms of Membership

1. DEFINITIONS

1.1 In these Terms and Conditions, unless the context requires otherwise:

“Buyer”

means for each specific lot the Member with the winning bid and the end of the bidding period for that lot, and consequently the buyer of the lot

“Last Day of Delivery”

means the latest day for Seller to deliver and for Buyer to take delivery of the goods as specified in the listing for the specific goods

“Last Day of Payment”

means the latest day for Buyer’s payment of the purchase price as specified in the listing for the specific goods

“Member”

means shall mean any person or legal entity that has registered with International Trading for use of the Services

“Seller”

means for each specific lot the Member offering the lot for sale

“International Trading”

means International Trading IVS

2. Scope of the Agreement

2.1 These terms and conditions (the “Terms and Conditions”) together with the documents and policies referred to in it sets out the terms on which you and any legal entity that you represent (the “Customer”) may make use of the International Trading website www.internationaltrading.dk and other International Trading services (together the “Services”).

2.2 Please read these Terms and Conditions carefully before starting to use the Services, as these will apply to use of the Services and any business with International Trading.

2.3 By using the International Trading website, by using the Services, and/or by registering as a Member with International Trading, Customer confirms the accept of these Terms and Conditions and agree to be bound by and comply with these Terms and Conditions.

2.4 If you do not agree to these Terms and Conditions, you must not use the Services, including the International Trading website.

3. International Trading services

3.1 International Trading is a business to business (B2B) marketplace allowing it’s Members to offer, sell and buy goods between Europe and South Asia.

3.2 International Trading is offering an online marketplace where lots of goods are listed for sale by its partners.

3.3 International Trading is a closed community and selling and buying of goods is accessible for its Members.

3.4 International Trading is not a traditional auctioneer.

3.5 International Trading does not have possession of anything listed or sold on International Trading, and is not involved in the actual transaction of goods between Buyers and Sellers. The sale of goods on International Trading constitutes a contract directly between Buyer and Seller.

3.6 International Trading does not perform review of Members, Member listings or content submitted on the Services, including the listing of goods. International Trading has no control overand does not guarantee:

a. the existence, quality, safety or legality of goods offered for sale;

b. the truth or accuracy of a Member’s content, listings or feedback;

c. the ability of Sellers to sell goods offered for sale;

d. the ability of Buyers to pay for goods; or

e. that a Buyer or Seller will actually complete a transaction or return an item.

4. Member registration

4.1 Use of the Services, including selling and bidding, is for Members only. Each member must register with International Trading and provide the details required by International Trading at registration. International Trading may at any time change its registration policies. The Member shall continuously ensure that the registered Member information is correct and up to date and complies with the relevant policies.

4.2 To comply with these Terms and Conditions a Member must:

a. register with International Trading;

b. have a valid business registration number;

c. have a valid VAT number; and

d. be in good standing with International Trading.

4.3 When registering an entity as Member on International Trading, you represent that you have the authority to legally bind that entity.

4.4 A Member may add users, that are authorized to act on behalf of the Member. The Member is fully responsible and liable for such users and shall ensure that such users are aware of and comply with these Terms and Conditions.

5. Good conduct

a. breach or circumvent any laws, third party rights, these Terms and Conditions or any International Trading policies;

b. sell any counterfeit items or otherwise infringe the copyright, trademark or other rights of third parties;

c. manipulate the price of any lot or interfere with other Member’s listings;

d. post false, inaccurate, misleading, defamatory, or libelous content;

e. take any action that may undermine the any feedback or ratings systems;

f. distribute or post spam, unsolicited or bulk electronic communications, etc.;

g. use any robot, spider, scraper or other automated means to access the International Trading Services for any purpose.;

h. copy, modify, or distribute rights or content from the International Trading Services or International Trading’ copyrights and trademarks;

i. copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content from the International Trading Services without the prior express written permission of International Trading and any appropriate third party, as applicable; or

j. harvest or otherwise collect information about Members without the consent of such Members and International Trading.

5.1 While using or accessing the International Trading Services Members may not:

Non-compliance with the above will be considered material breach of these Terms and Conditions.

5.2 Without limiting other remedies, International Trading may in addition limit, suspend, or terminate our Services and Member accounts, restrict or prohibit access to, and any Member’s activities on, the International Trading Services, cancel bids and remove listings, delay or remove hosted content, remove any special status associated with the account, reduce or eliminate any discounts, and take technical and legal steps to keep you from using the International Trading Services if i.a.:

a. International Trading thinks that such restrictions will improve the security of the International Trading Services or reduce International Trading’ or another Member’s exposure to legal or financial liabilities;

b. International Trading thinks that a Member is infringing the rights of third parties, including intellectual property rights;

c. despite reasonable endeavors by International Trading, International Trading is unable to verify or authenticate any information provided by a Member; or

d. a Member fails to make full payment of any fees due for International Trading Services by payment due date.

5.3 When a Member issue arises, including issues between a Buyer and a Seller, International Trading may consider the specific Member performance history and the specific circumstances in applying these Terms and Conditions and any International Trading policies. International Trading may choose to be more lenient with policy enforcement, and to do the right thing for it’s Members.

6. Conditions for selling

6.1 When listing goods for sale, Seller agree to comply with these Terms and Conditions and any additional policies.

6.2 Seller is responsible for the accuracy, content and legality of the goods listed.

6.3 Seller shall specify any geographical limitations or other limitations applicable to the listing.

6.4 Seller accepts that all listings are binding offers and that Seller and Buyer enters into a legally binding contract and assumes legally binding obligations towards each other.

6.5 Seller accepts that Buyer has performed its payment obligations when correct payment has been received by International Trading no later than Last Day of Payment.

6.6 Seller accepts that payment received by International Trading from Buyer will be forwarded to Seller within 10 days after last date of delivery, unless International Trading has received notice of Seller’s non-performance from Buyer. When forwarding payment to Seller International Trading shall be entitled to set off and deduct fees or any other monies owed by Seller to International Trading, including the fees for the specific listing.

7. Conditions for buying

7.1 When buying goods, Buyer agree to comply with these Terms and Conditions and any additional policies.7.2 Buyer is responsible for reading the full lot listing before making a bid and commitment to buy.

7.3 Buyer is responsible for the legality of any import and export of the goods and of Buyer’s exploitation of the goods.

7.4 All bids are binding and if a Member has the winning bid or such Members bid is otherwise accepted, the Member becomes Buyer of the lot and consequently Seller and Buyer enters into a legally binding contract and assumes legally binding obligations towards each other.

7.5 Buyer accepts that full payment plus any fees or charges to International Trading shall be forwarded to International Trading no later than Last Day of Payment.

7.6 Buyer accepts that Buyer shall take delivery of the lot no later than Last Day of Delivery, and that International Trading shall be entitled to forward the payment to Seller unless Buyer no later than [5] days after Last Day of Delivery provides International Trading with notice that:
a. Seller has not performed delivery as agreed; or
b. Buyer has not accepted delivery due to Seller providing goods that does not comply with the
description in the listing.

7.7 Buyer accepts that if Seller is able to provide documentation that Buyer has accepted delivery of the goods, then International Trading shall be entitled to release the payment irrespective of any claims from Buyer.

8. Sale and Purchase of goods

8.1 Unless otherwise explicitly set out in International Trading policies or individual conditions for the specific listing of goods the following basic set of legally binding rights and obligations shall apply to the sale and purchase of goods between the Buyer and Seller.

8.2 All Members that comply with conditions for the specific listed goods, including any limitations regarding location, may place bids on the listed goods. The Member with the highest bid at the end of the bidding period wins the bid and the specific Member shall be deemed Buyer of the goods and the winning bid shall be deemed the purchase price.

8.3 In case of technical problems, or if active bidding occurs in the last period of a sale, or if International Trading for any other reason deems that a higher price may achievable, International Trading may extend or postpone the sale of specific listing. International Trading may issue separate policies on the subject.

8.4 The Buyer shall transfer the purchase price to International Trading no later than the Last Day of Payment as specified in the International Trading policies applicable from time to time or as otherwise explicitly set out in the conditions for the listing of the specific goods.

8.5 The goods are delivered EXW (Ex Works Incoterms 2010) at the address specified by Seller in the listing.

8.6 Buyer shall transfer the payment price to International Trading no later than Last Day of Payment and payment shall be transferred from International Trading to Seller no earlier than 5 days following Last Day of Delivery and no later than 10 days following Last Day of Delivery.

8.7 The contractual obligations between Buyer and Seller shall be subject to the laws and the courts in the jurisdiction of the delivery address specified in the listing.

9. Handling of the purchase price

9.1 Buyer and Seller authorizes and instructs International Trading to handle the purchase price on behalf of and in the interest of Buyer and Seller. International Trading’ handling of the purchase price is subject to these Terms and Conditions and instructions from Buyer and Seller when they act in agreement and shall in no way be deemed a financial service.

9.2 If Buyer and Seller disagree on any issue in relation to the purchase price International Trading may at any time release itself from the handling of the purchase price by transferring the purchase price to a deposit in a well reputed bank with instructions to release the deposit only in accordance with agreement between the Buyer and Seller or in accordance with decision or ruling from a competent legal body.

9.3 In no event shall International Trading incur any liability for its handling of the purchase price or for any decisions, acts or omissions in relation to such handling.

10. Pricing

10.1 The pricing, including charges, fees and payment terms, in relation to International Trading Services is available at the International Trading site. Pricing may be amended from time to time and is not subject to renewed acceptance of these Terms and Conditions.

10.2 International Trading may in addition include fees for non-compliance by Members, e.g. late
payment.

11. Content license

11.1 When a Member is providing International Trading and the International Trading Services with content, such Member shall grant to International Trading a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use the content and authorize International Trading to exercise any and all copyright, trademark, publicity, database or other rights such Member has in or to the content in any media known now or in the future. Further, to the fullest extent permitted under applicable law, such Member waives any moral rights in the content and promise not to assert such rights against International Trading, International Trading’ sublicensees or assignees.

12. Value Added Tax (VAT) in relation to the Goods

12.1 International Trading is not the legal owner of the goods and cannot be recognized as seller of the goods. International Trading does not issue any invoice or shipment of the goods to the Buyer. The treatment of VAT in connection with sale/purchase of the goods is of no concern for International Trading. VAT must be handled in accordance with the VAT legislation applicable between the countries of the Seller and Buyer, respectively. The Seller must observe the relevant VAT rules in connection with the sale, including the relevant VAT documentation requirements.

12.2 All prices in connection with the sale of the goods, including in the listings, is presented without VAT. However, the final purchase price may be added with VAT (different rates) as a consequence of the relevant VAT rules. It is emphasized that the VAT documentation requirements in connection with the sale is the sole a responsibility for the Seller and not for International Trading.

13. Disputes

13.1 In case of a dispute between a Member and one or more other Members or third parties, all Members accept to release and hold harmless International Trading (and any of its affiliates and subsidiaries, and it’s and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

14. Compensation

14.1 The Member will compensate and hold harmless International Trading in full (and its officers, directors, agents, subsidiaries, joint ventures and employees) for any losses or costs, including reasonable legal fees, incurred in relation to or arising out of any breach by the Member of these Terms and Conditions, the Member’s improper use of International Trading sites, services, applications and tools or the Members’s breach of any law or the rights of a third party.

15. Liability

15.1 International Trading tries to keep the International Trading Services safe, secure, and functioning properly, but International Trading cannot guarantee the continuous operation of or access to the services. Bid update and other notification functionality in the services provided by International Trading may not occur in real time. Such functionality is subject to delays beyond the control of International Trading.

15.2 International Trading does not guarantee the performance of other Members or their compliance with these Terms and Conditions or any other terms or policies

a. use of or inability to use the International Trading Services;

b. delays or disruptions in the International Trading Services;

c. viruses or other malicious software obtained by accessing, or linking to, the International Trading Services;

d. bugs, errors, or inaccuracies of any kind in the International Trading Services;

e. a suspension of a Member or other action taken;

f. the duration or manner in which your listings appear in search results.

15.3 International Trading (including International Trading’ parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to the Member in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

15.4 International Trading cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of Members’ purported identities or the validity of the information which they provide to International Trading or post on the International Trading Services.

15.5 If International Trading is found to be liable, International Trading’ liability to a Member or to any third party is limited to the greater of the amount of fees in dispute not to exceed the total fees which the Member has paid to International Trading in the 12 months prior to the action giving rise to the liability, or EUR 10.000.

15.6 Nothing in these Terms and Conditions shall limit or exclude International Trading’ liability for fraudulent misrepresentation, for death or personal injury resulting from International Trading’ negligence or the negligence of International Trading’ agents or employees or for any other liability that cannot be limited or excluded by law.

16. General

16.1 If any provision of these Terms and Conditions is held to be invalid, void or for any reason unenforceable, such provision disregarded and shall not affect the validity and enforceability of the remaining provisions.

16.2 International Trading may assign its rights and obligations under these Terms and Conditions.

16.3 International Trading may amend these Terms and Conditions at any time by email or by posting the amended version the International Trading site or Services. Any policies posted on the International Trading sites and Services may be changed from time to time. Changes to these Terms and Conditions or International Trading policies take effect when International Trading post them on the International Trading website or as otherwise set out in the specific new versions of Terms and Conditions or policies.

16.4 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by Terms and Conditions.

16.5 The following sections survive any termination of this User Agreement: Fees (with respect to fees owed for our services), Content, Liability, Compensation, Legal disputes and the release contained in this General section.

16.6 Legal notices shall be served by email and registered mail to International Trading info@internationaltrading.dk. We shall send notices to you by email to the email address you provide to International Trading during the registration process.

16.7 These Terms and Conditions are subject to Danish law and the exclusive jurisdiction of Danish Courts