Terms and Conditions

Terms and Conditions for E-commerce services

This agreement sets out the terms upon which Subcontract Solutions makes this website available to you. Please read this agreement carefully before using the web site www.SubcontractSolutions.com, as it contains important legal provisions describing your responsibilities and the limits upon our liability.

1. ACCEPTANCE OF TERMS
Subcontract Solutions makes available to you on our web site www.SubcontractSolutions.com (the "Site") documents, images, software and other content (collectively, the "Materials") and various e-commerce services operated by Subcontract Solutions (collectively, the "E-commerce services"), subject to these terms and conditions (the "Terms of Use"). By accessing or using this Site you agree to be bound by the Terms of Use.

2. SUBCONTRACT SOLUTIONS' ROLE
Subcontract Solutions´s aim is to help eliminate inefficiencies across the entire supply chain for procurement of made to order parts.
On the Members-only area of the Site, Members are provided with an on line marketplace for industrial subcontracting and sourcing of related goods and services as well as other related information (the "Marketplace"). The E-commerce services provided on the Marketplace from time to time are described on the Site.

The Marketplace is amongst other things a forum for matching buyers and suppliers of products and/or services. However, Subcontract Solutions accepts no responsibility for any material or services supplied by users (including, without limitation any Member Registration Information). Further, Subcontract Solutions is not involved in the actual transactions between buyer/supplier and Subcontract Solutions therefore takes no responsibility for the actual transactions between buyers and suppliers or quality, compatibility, safety or legality of the products and/or services advertised, the truth or accuracy or completeness of any information posted, the ability of suppliers to sell items or the ability of buyers to buy or pay for items, or the terms and conditions of any transaction between the parties. Subcontract Solutions cannot and does not control whether or not suppliers will complete the sale of products and/or services they offer or if buyers will complete the purchase of products and/or services they have quoted on.

In order to eliminate inefficiencies for buyers and suppliers Subcontract Solutions co-operate with partners. Subcontract Solutions' partners have been selected based on their knowledge of the industry, proven technical expertise and overall customer satisfaction. However, any links from the Site to such partners' websites are provided solely for Members' convenience, and Subcontract Solutions accepts no responsibility for the content of any such linked sites or for the services of such partners.

Upon request Subcontract Solutions may assist buyer in procurement matters on a consultancy basis. Such consultancy services are not included in the E-commerce services. Unless otherwise agreed, the Subcontract Solutions Terms and Conditions for consultancy services shall apply for all such consultancy services.

3. ELIGIBILITY FOR MEMBERSHIP

This Site is available to any qualified participants worldwide who are capable of forming legally binding contracts under applicable law. Site Members are qualified based on: (1) verified responses to the appropriate Subcontract Solutions Agreements; (2) acceptance of the Subcontract Solutions Terms and Conditions and Site rules; (3) acceptable credit and quality approval; and (4) Subcontract Solutions discretion.

Notwithstanding anything to the contrary contained in these Terms and Conditions, Subcontract Solutions may refuse to accept any application for membership and/or limit a Member's use of the Site at any time, in its sole discretion. Violations of the Subcontract Solutions Terms and Conditions and/or industry and ethical standards may disqualify Site Members from usage of Subcontract Solutions services.

4. MEMBERS-ONLY AREA

Certain portions of the Site are available to individuals and entities on a free basis access. By accessing or using this site, you agree to be bound by the terms of Use.

Certain portions of the Site are only available to individuals and entities that have been approved members of Subcontract Solutions ("Members"). To become a Member of Subcontract Solutions you must submit a complete Member Registration Form. By submitting a Member Registration Form, you warrant (a)that you are 18 years of age or over, (b)that you personally are signing up as a Member, or (if you are signing up as a Member on behalf of a company or other legal entity) that you are authorised to sign up for and bind the legal entity that you have identified in the Member Registration Form, and(c)that the information on the Member Registration Form is current, complete, and accurate, and that you shall promptly update the registration information to ensure that it continues to be current, complete and accurate.

Upon acceptance of a Member Registration Form, Subcontract Solutions will provide to Member a username and password. Upon Member's receipt of such code, Subcontract Solutions authorises Member access and use of the Members-only area of the Site. Individual users of Members are authorised access and use of the Members-only area of the Site by registering the individual usernames and passwords.

5. USE AND PROTECTION OF USERNAMES AND PASSWORDS
Member is responsible for maintaining the confidentiality of Member's usernames and passwords. Member is responsible for ensuring the accuracy of registered information about Member and registered information about users of Member (collectively, the "Member Registration Information"). If there is a breach of the confidentiality of the username or password assigned to any breach of security through Member's account, then Member shall immediately notify Subcontract Solutions.

6. FEES

Suppliers

Supplier agrees and acknowledges that it is agreeing to pay either a flat fee at registration to get direct and transparent contact with buyers or will have to sign a binding and exclusive Sales agency agreement with a Subcontract Solutions' Sales Agency partner prior to and whenever a buyer is interested to enter in direct contact with Supplier next to an offer made to an RFQ posted on the Site. A fee of 5% will have to be paid by Supplier to Sales Agency on order intake from date of signing agency agreement with Sales Agency.

See Agency Agreement Contract

Any Supplier who is not respecting Sales Agency Agreement signed with Subcontract Solutions' Sales Agency partner is subject to having their membership in Subcontract Solutions immediately and permanently revoked. In addition failure of Supplier to make payment to Subcontract Solutions' Sales Agency partner in a timely manner will result in any or all of the following:

1) Immediate suspension of Supplier right to use the Site. Such suspension will not be lifted unless and until Seller satisfies its outstanding financial obligations to Subcontract Solutions, in a manner acceptable to Subcontract Solutions, in Subcontract Solutions' sole and complete discretion;

2) Legal action for collection;

3) Supplier's payment of legal fees incurred by Subcontract Solutions as a result of its efforts to collect delinquent Fees from the Supplier.

Failure of Subcontract Solutions to immediately pursue any or all of the above-referenced rights and remedies does not constitute a waiver of such rights and remedies by Subcontract Solutions. Subcontract Solutions shall be permitted to pursue any, all or none of the above-referenced remedies in its sole and complete discretion.

Buyers:

Buyer using Subcontract Solutions paying services have direct access and transparent communication with all registered Suppliers.

Buyer using Subcontract Solutions free service to post RFQs on the Site (either directly or via Subcontract Solutions personnel) agrees and acknowledges that Suppliers having not paid a flat fee registration to the Site will have to sign a binding and exclusive agency agreement with a Subcontract Solutions' Sales Agency partner prior to and whenever Buyer is interested to enter in direct contact with Supplier next to an offer made to an RFQ posted on the Site. A fee of 5% will have to be paid by Supplier to Sales Agency on order intake from date of signing agency agreement.

7. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that, unless expressly stated otherwise, all Intellectual Property Rights in the Site and its contents are owned by Subcontract Solutions or its licensors. For the purposes of these Terms of Use, "Intellectual Property Rights" means all copyright, know-how, confidential information, technical information, trade secrets, business names, trade marks, service marks, business or trade names, patents, petty patents, utility models, design rights (whether registerable or otherwise), semi-conductor topography rights, database rights, all rights in the nature of unfair competition rights or rights to sue for passing-off and any other intellectual property rights whether registered or unregistered or any application therefore subsisting anywhere in the world from time to time. You may download Material from the Site for your own personal or internal use only provided that you also retain all copyright and other proprietary notices contained on the Material. Except as otherwise expressly provided on the Site, you may not distribute, modify, transmit, reuse, re-post, or use any or all of the Material for public or commercial purposes without Subcontract Solutions' prior written permission.

8. SPECIFIC SOFTWARE AVAILABLE ON THE SITE
All Intellectual Property Rights in any software that may be available to download from the Site (the "Software") are owned by Subcontract Solutions or its licensors, and is protected by copyright law and international treaties. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). Unless specifically provided in the License Agreement, the Software is made available for downloading solely for personal or internal use by end users, and may not be rented, leased or licensed. Such Software may not be reverse engineered, decompiled or disassembled, except to the extent permitted by applicable law. Any use, reproduction or redistribution of the Software otherwise than in accordance with the License Agreement may result in civil and criminal penalties.

9. SUGGESTION, IDEAS ETC.
You agree that any unsolicited suggestions, ideas or other submissions to Subcontract Solutions by you shall be deemed not to be confidential or proprietary to you. By sending such information or material to us, you grant Subcontract Solutions an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such information, and without limitation you agree that Subcontract Solutions is free to use any suggestions, ideas, concepts, know-how or techniques that you send us for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.

10. LINKING
The Site may contain links to other websites not under the control of Subcontract Solutions. Subcontract Solutions is not responsible for the contents of any linked-to site or any link contained in a linked-to site. The inclusion of any link does not imply endorsement by Subcontract Solutions of any such linked-to site. Subcontract Solutions accepts no liability in respect of the content of such linked site. Any links are provided for users' convenience, and users who visit any linked-to sites do so at their own risk.

You may not frame or link or otherwise associate yourself with this the Site without our express written permission.

11. INDEMNITY BY MEMBERS AND OTHER USERS
At Subcontract Solutions' option and request, Member shall, at its own expense, indemnify, defend, and hold Subcontract Solutions, its employees, suppliers or other partners harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable legal fees), arising out of or related to any claim, action or allegation by any third party (a) related in any way to a transaction or dispute between Member and any third party, (b) based on or caused by unauthorised access to the Site through Member's account, (c) based on facts or alleged facts that would constitute a breach of any of Member's representations, warranties, or covenants under this agreement, (d) arising out of a request for Subcontract Solutions to remove or disable access to any Member content in or on the Site. Member shall not enter into a settlement of the foregoing without Subcontract Solutions' prior written consent.

Without limitation to the foregoing, at Subcontract Solutions' option and request, users of the site (whether or not they are Members) shall, at their own expense, indemnify, defend, and hold Subcontract Solutions, its employees, suppliers or other partners harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable legal fees), arising out of or related to any claim, action or allegation by any third party that the user has failed to comply with its obligations under Clause 12 of these Terms of Use.

12. DISCLAIMER OF WARRANTIES
Except as expressly provided otherwise in a written agreement signed by authorised representatives of you and Subcontract Solutions, the Site and all Materials and E-commerce services on the Site are provided on an "as is" and "as available" basis without warranty of any kind. Without limiting the foregoing, although Subcontract Solutions endeavours to ensure that there are no inaccuracies or defects in the information and data contained on the Site, no warranty is given by Subcontract Solutions in this respect. Subcontract Solutions shall not be liable for any loss, injury or damages occasioned by user as a result of the unavailability or inaccuracy of any such information or data or by making use of the E-commerce services. Subcontract Solutions expressly disclaims liability for loss of data.

Users of the Site acknowledge that the allocation of risk and the limitations of liabilities contained in these Terms of Use is a material consideration for Subcontract Solutions allowing access to the Site pursuant to these Terms of Use.

13. CHANGES ON THE SITE
Subcontract Solutions reserves the right to change the Site, the presented Materials and the facilities of the E-commerce services. Users will be notified from time to time of any changes. Notice of any changes will be by way of an announcement on the Site or electronic mail or post or otherwise.

14. PRIVACY POLICY AND CONDUCT OF USER
By accessing and using the Site you agree to not use the Site or the E-commerce services to:

upload, post or otherwise transmit any data or content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way;
impersonate any person or entity (including, but not limited to, Subcontract Solutions officials) or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload, post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information owned by third parties);
upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
upload, post or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
"stalk" or otherwise harass another;
collect or store personal data about other users;
promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" sites; and
use your hosting site (or directory) as storage for remote loading or as a door or signpost to another web page (except you own web page), whether inside or beyond the Site.

15. PRIVACY POLICY
Subcontract Solutions' use of information collected by you follows from the document Privacy Policy available on the Site. Such Privacy Policy is an integral part of the Terms of Use

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16. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognising the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which you reside.

17. FORCE MAJEURE
Subcontract Solutions shall not be liable for any failure to comply with its obligations under these Terms of Use, to the extent that such failure is due to any circumstances beyond its reasonable control including but not limited to industrial action, strike, walkout, inability to obtain supplies, accident, war, rebellion, civil commotion, fire, explosion, earthquake, act of god or any other cause or contingency whatsoever beyond Subcontract Solutions' reasonable control.

18. TERM AND TERMINATION
Subcontract Solutions may terminate and/or amend the Terms of Use at any time by posting the amended terms and conditions on the Site. The termination and/or amended terms and conditions shall in such case automatically be effective the day following they are initially posted on the Site. The Terms of Use may not be otherwise amended except in otherwise agreed in writing. Upon breach of these Terms of Use, Subcontract Solutions may immediately terminate the agreement without prior notice.If the agreement is terminated, Subcontract Solutions may terminate or suspend your access to the whole or any part of the Site, the Materials or the E-commerce services, and remove or discard any content displayed on the Site, at any time and for any reason without prior notice. Upon termination of your access to the Site for any reason, you shall cease to access or to use any information obtained through Subcontract Solutions. Subcontract Solutions further reserves the right to terminate or suspend your access if your account has not actively been used for a period of one year.

The disclaimers of warranties, the indemnity obligations of Members and other users, and the provisions of governing law and jurisdiction shall survive the termination of your access to the Site pursuant to these Terms of Use.

19. ENTIRE AGREEMENT AND AMENDMENTS
The Terms of Use (including and any relevant Privacy Policy and Transaction Rules) set forth the entire understanding and agreement of the parties regarding the subject matter hereof, and supersedes all prior agreements or representations oral or written regarding its subject matter.

20. GOVERNING LAW AND JURISDICTION
This Site (excluding linked sites) is controlled by Subcontract Solutions from its offices in Troyes, France. By accessing this Site, you and Subcontract Solutions agree that statutes and laws of France, without regard to the conflicts of laws principles, shall govern all matters relating to your access to, or use of, this Site any Material or E-commerce services.

The parties will make every effort in good faith to resolveany dispute between themselves. If there is no agreement between the parties, the Troyes Commercial Court will alone have jurisdiction to take cognisance of the disputenotwithstanding there being a number of defenders or a call on a guarantee, even for emergency procedures or conservatory procedures, provisionally or on request.

The legal proceedings shall take place in Troyes, France.
For due and unpaid claims with regard to E-commerce services performed, Subcontract Solutions has, notwithstanding the above mentioned, always the option to take legal proceedings against a customer before a competent court of such customer.