General Terms and Conditions
for Users of Hortinex

These General Terms and Conditions (“GTC”) govern the use of the mediation platform “Hortinex,” which is offered under the domain www.hortinex.com.

1. Basics

1.1 Hortinex is operated by:

Hortinex GmbH

Managing Director: Tim Geers

Lohbecker Str. 101,

49593 Bersenbrück

Phone: +49 (0) 173 3493950

Email: info@hortinex.com

VAT Identification Number: DE370159138

1.2 This is a platform through which products in the horticulture sector are mediated in the B2B area. Products include plants, plant propagation material, seeds, horticultural machinery, horticultural accessories, horticultural real estate, etc.

1.3 Hortinex offers all entrepreneurs who have registered for a business member account the opportunity to purchase products or offer products themselves (hereinafter referred to as “User”).

1.4 All contracts that a User concludes on Hortinex are based exclusively on these GTC. The User expressly acknowledges these upon conclusion of the contract. The applicability of the User’s own general terms and conditions is expressly excluded.

1.5 Hortinex is entitled to unilaterally amend these General Terms and Conditions.
Changes take effect thirty (30) days after announcement. If a provision of the agreement or the General Terms and Conditions is invalid, the validity of the entire agreement or the other provisions shall remain unaffected.

1.6 Hortinex merely provides a platform. The platform is only the technical and organizational infrastructure. Sales are not processed through the platform. Transactions are only mediated there.

1.7 Contracts for products and services of the User are concluded exclusively between the User and the customer outside the platform.

1.8 Content published by the User on the platform is generally not reviewed by Hortinex. Hortinex expressly distances itself from content posted by third parties on the platform.

1.9 Hortinex is neither willing nor obligated to participate in a dispute resolution procedure before a consumer arbitration board.

2. User Account

2.1 Use of the platform as a User requires registration with acceptance of these GTC. Upon completion of registration, a member account is created. This constitutes a contract between Hortinex and the User for the use of Hortinex (hereinafter referred to as the “User Agreement”) under the provisions of these GTC.

2.2 Successful registration with Hortinex is only possible if the following conditions are met:

- Users can be any natural or legal persons and partnerships.

- Users may only be entrepreneurs within the meaning of § 14 BGB (German Civil Code).

- All fields of the registration process are completed fully and truthfully.

- Natural persons must be at least 18 years old and fully legally competent.

- Users must provide a deliverable address during registration.

- Users must be companies associated with the production horticulture industry or trade related products / perform related services.

2.3 Upon registration, the User must confirm that all information provided is complete and correct, in particular that the email address provided is valid and generally accessible in the future. Registration with only temporary email addresses is not permitted. If the information provided changes after registration, the User must promptly update it in their account. If false information was provided during registration, Hortinex is entitled to immediately block or delete the account and terminate the User Agreement without notice.

2.4 As part of registration, the User chooses a username and password. The name may not infringe upon the rights of third parties, in particular name or trademark rights, and may not violate good morals. The User is obligated to ensure that unauthorized third parties do not gain knowledge of the password. If there are indications of this, the User must immediately inform Hortinex.

2.5 Users are generally liable for all activities carried out using their user account. Hortinex will never disclose a User’s password to third parties or ask a customer for the password via email or phone call.

2.6 The contract with Hortinex is non-transferable. Each natural or legal person may only register once with Hortinex.

2.7 Successful registration occurs when the User receives a notification email from Hortinex. Hortinex reserves the right to refuse a contract.

2.8 Hortinex verifies each user account, and each registrant agrees to this. Although this increases the likelihood that the User’s identity is correct, Hortinex can only verify the data provided during registration to a limited extent. Therefore, Hortinex cannot guarantee the accuracy of the data provided by Users. It cannot be ruled out that false contact information may have been provided for a user account.

2.9 If the User’s offers and content are to be displayed on mobile devices as well, the User authorizes Hortinex to technically adapt them so that they can be displayed on mobile devices or software applications.

2.10 This does not result in a substantive change. The User remains responsible for the content of the offers.

2.11 Hortinex provides the User with their own “provider page” on the platform,
where the User can present themselves and offer their products. (Condition: upgrade to paid provider profile)

3. Extraordinary Termination

3.1 In the event of suspected fraud or violation of § 7.5, Hortinex is entitled to terminate the User Agreement at any time without notice and delete the User’s account.

3.2 If there are specific indications that a User is violating legal regulations, the rights of third parties, or pursuing fraudulent intentions, Hortinex may, at its discretion and taking into account the legitimate interests of the User:

- delete the User’s offers or other content,

- restrict the use of the marketplace,

- issue a warning,

- temporarily block the User.

3.3 Extraordinary termination of the User Agreement or permanent blocking of the member account may occur in particular if

- the User provided false information during registration,

- the functionality of the marketplace is damaged or impaired by the User,

- violations of other legal provisions or third-party rights occur.

4. Fees and Payment Terms for Users

4.1 The User may choose between a free and a paid model.

4.2 For Users who only want to find companies through the platform to purchase products, registration is free.

4.3 Users who want to offer and sell products must first register for free. They can then upgrade to a paid provider profile.

4.4 Users offering products can also place PREMIUM single ads (paid) in addition to regular product listings. These can increase visibility. After 60 days, such ads convert into “regular” single ads.

4.5 For use as a provider, Hortinex charges fees, taking into account selected special options or additional services.

4.6 The amount of the fees is determined solely according to the current fee schedule, which is part of the User Agreement between Hortinex and the User.

4.7 Payments of fees are processed through the payment provider Stripe. Further information can be found in the Privacy Policy.

4.8 Contractually agreed prices are subject to applicable VAT.

4.9 In the event of late payment, the User is obliged to pay default interest to Hortinex at 9 percentage points above the base interest rate. In addition, Hortinex reserves the right to prove higher damages due to default as well as other damages.

4.10 Hortinex reserves the right to change the fee schedule. Price changes will be communicated to Users in advance and announced in the fee overviews. Notification will be given at least 1 week before the change takes effect and will remain posted for 2 more weeks after the change takes effect.

4.11 Payments must always be made before receipt of service / activation of ads and provider profiles.

4.12 In the case of payment by invoice, amounts must be paid within 14 days.

4.13 Refunds of paid amounts, e.g. due to non-use, are generally excluded.

5. Contract Term / Ordinary Termination

Unless otherwise agreed, a minimum term of 12 months applies for paid provider profiles. The User may terminate the contract with one day’s notice before the end of the contract term in the provider profile. If termination does not occur at the respective end of the contract term, the term is automatically extended by a further 12 months.

6. Content of Offers

6.1 The User is responsible for their content and warrants that they hold all necessary rights to their content and do not infringe the rights of third parties.

6.2 The User is prohibited from posting offer data directly or indirectly for or on behalf of third parties on Hortinex.

6.3 If Hortinex becomes aware of content or behavior by the User that violates these GTC and/or the terms of use, Hortinex reserves the right to delete the respective offer without notice and, if necessary, block the User’s account until the matter is clarified. Hortinex also reserves the right to restrict the functionality of the User’s account.

6.4 The provider is entitled to review offers before publication. This may take up to two days.

6.5 Posted ads are online for a maximum of 5 years and are then automatically deleted. If the User wishes to offer products for a longer period, a new ad must be placed.

7. Obligations of the User

7.1 The User’s offers should be non-binding. A contract should only be concluded when the User accepts and confirms the customer’s offer to conclude a contract.

7.2 The User must provide their own legal texts. Hortinex is not responsible for this. If Hortinex provides sample legal texts, no liability is assumed for them. Likewise, no guarantee is given for their timeliness. Legal texts should in any case be reviewed by legal professionals.

7.3 The User is obligated to keep their data up to date and promptly update any changes in their account.

7.4 In the event of company changes, etc., the new data including VAT ID must be provided to Hortinex. If Hortinex is unable, due to an incorrect VAT ID of a non-German company, to correctly account for taxes in Germany, these tax costs will be charged to the User.

7.5 The User is obligated to adequately protect their computer and/or any other device used to access Hortinex against viruses or other illegal programs or files that may spread over the Internet. The User must take sufficient measures to prevent unauthorized use of their username and password by third parties. The User ensures that a username and password are considered strictly personal. The User is prohibited from providing or transferring a username and password to third parties. The User may only use information obtained via or through Hortinex for personal use.

7.6 Furthermore, the User is not permitted to use the platform in an inappropriate and/or unlawful manner and/or misuse it, which is particularly the case in the following instances:

a) use of pornographic, offensive, and/or violent content;

b) use that in any way violates public order and/or good morals;

c) discrimination based on race, gender, religion, and/or belief;

d) use that in any way contributes to or promotes illegal activities;

e) sending spam, unwanted marketing messages, or other content not in line with Hortinex guidelines;

f) use that in any way infringes intellectual property rights, including trademarks, copyrights, plant variety rights, etc., of Hortinex and/or Users and/or a service provider;

g) use that may in any way harm the good name and/or reputation of Hortinex and/or other Users and/or service providers;

h) use that in any way infringes upon the rights of a person, including but not limited to intellectual property rights, privacy and/or personal rights, or otherwise violates or fails to comply with the provisions of these General Terms and Conditions;

i) uploading, posting, collecting, storing, sharing, transmitting, or processing personal information or personal data of (employees of) Users unless permitted by law;

m) circumventing security measures or technical restrictions of Hortinex;

n) using Hortinex in a way that is harmful or unsafe for Hortinex, the service providers, and/or the Users;

o) impairing the user experience of Hortinex, including altering Hortinex, its corporate design, the Hortinex website, or related websites, apps, or services offered through Hortinex;

p) distributing viruses or other harmful computer codes;

q) uploading, publishing, collecting, or storing passwords and access codes of other Users;

r) use that otherwise violates applicable law and/or regulations;

s) use that enables any of the aspects listed in subsection 7 letters a) to r) of this article.

The list is not exhaustive.

8. Indemnification / Reimbursement Claims

8.1 The User shall indemnify Hortinex against all claims made by other Users/customers or third parties against Hortinex due to infringement of their rights by offers and content posted by the User on Hortinex, or due to the User’s use of the marketplace (including reviews submitted by the User).

8.2 The User shall also bear the costs of any legal defense that may be necessary for Hortinex against such third-party claims, including all court and attorney fees.

8.3 If third parties assert claims against Hortinex, the User shall promptly provide Hortinex with all information necessary to review the third-party claims and to defend against such claims.

8.4 If Hortinex or an affiliated company is subsequently charged or held liable by the tax authorities or a foreign tax authority for the delivery of products by the seller, the User shall reimburse Hortinex upon first request for the VAT thus collected, as well as any fines, interest, and costs imposed by the tax authorities or foreign tax authority, and the reasonable costs incurred by Hortinex in contesting the decisions underlying these amounts by or on their behalf.

9. Availability of the Platform, Warranty

9.1 Hortinex reserves the right to temporarily take the platform offline for necessary maintenance work.

9.2 Hortinex shall not be liable for data loss on the marketplace. It is the User’s sole responsibility to back up and archive their data on their own storage medium.

9.3 The platform is operated in accordance with the state of the art. However, it is not possible to develop and operate computer programs (software) and data processing systems (hardware) entirely free of errors. Therefore, Hortinex does not guarantee, nor can it ensure, the constant and uninterrupted availability of the platform.

10. Liability

10.1 Hortinex’s liability is excluded – except in cases of intentional or grossly negligent conduct by Hortinex, or in cases of damage resulting from injury to life, body, or health, or from the breach of essential contractual obligations (cardinal obligations) by Hortinex – and limited to damages typically foreseeable at the time of contract conclusion, and otherwise limited in amount to the contract-typical average damages. This also applies to indirect consequential damages, in particular loss of profit.

An essential contractual obligation is one whose fulfillment enables the proper execution of the contract between Hortinex and the contracting party in the first place and on whose compliance the contracting party regularly relies and may rely.

10.2 The limitation of liability set forth in paragraphs 1 and 2 shall apply mutatis mutandis in favor of Hortinex’s employees and agents.

10.3 The User shall indemnify Hortinex against third-party claims resulting from a breach of duty, unlawful conduct, unlawful content, or infringement of third-party rights by the User or their items.

This applies in particular to trademark and copyright law, as well as competition law, but also to any other possible legal violations.

In the event of a claim by third parties, the User is obliged to provide Hortinex promptly, truthfully, and fully with all information necessary for reviewing the claims and for a defense.

10.4 It is expressly pointed out that Hortinex assumes no liability whatsoever if a User has a dispute with another User or a customer.

10.5 The User is responsible for complying with legal regulations and asserting claims arising from the contracts they have concluded. The User is in particular solely responsible for:

− the accuracy and completeness of information or declarations regarding their offered items,

− the items offered themselves,

− their conduct and performance.

11. Rights of Use, Copyright, Licenses

11.1 Users who offer products on Hortinex grant Hortinex a royalty-free, perpetual, comprehensive right of use, in particular the right to reproduce, distribute, and edit all works or parts of works, as well as databases or any other catalog or product information that the User transmits to Hortinex as part of their offer. This also includes the right to publish such content in print media, online, apps, etc., including for advertising purposes. Protected trademarks and signs are excluded from this.

11.2 The User represents and warrants that they hold the necessary copyright and other rights of use and are authorized to grant the rights set forth herein.

12. Redemption, Content, and Validity of Vouchers

12.1 Received value vouchers can be redeemed against Hortinex up to the amount of the stated voucher value.

12.2 For the User’s regular costs as a provider, vouchers are valid exclusively for the first contract year. After the first contract year, vouchers may only be used for PREMIUM single ads.

12.3 Vouchers expire after three years.

12.4 The balance of a voucher cannot be paid out in cash, nor does it bear interest.

12.5 Each voucher may only be redeemed once per customer.

12.6 There is no entitlement to receive a voucher. Vouchers are available only while supplies last.

13. Final Provisions

13.1 The law of the Federal Republic of Germany shall apply. Mandatory provisions of the state in which the contractual partner has their habitual residence remain unaffected.

13.2 The place of performance is the registered office of Hortinex, provided the contractual partner is a merchant.

13.3 Hortinex may, with at least 30 days’ notice before the proposed date of entry into force, propose changes to these General Terms and Conditions to the User in text form (e.g., by email). The proposed change shall only take effect if the User consents to the changes as follows:

- If the proposed change is material, Hortinex shall request the User’s express consent to this change.

- If the proposed change is not material, the User’s consent shall be deemed granted if they have not rejected the change to Hortinex in text form (e.g., by email) before the proposed date of entry into force. In such cases, Hortinex shall inform the User in advance in the notification about the right to reject the change, the deadline for doing so, the consequences of missing this deadline, and the User’s right to terminate the agreement.

13.4 If the contracting party is a merchant, a legal entity under public law, a special fund under public law, or has no general place of jurisdiction in Germany, or moves their residence abroad after contract conclusion, or if their residence is unknown at the time legal action is filed, the place of jurisdiction shall be Osnabrück.

13.5 Should individual provisions of this contract be invalid or contradict statutory provisions, the remainder of the contract shall remain unaffected.

13.6 The language of the contract is German.

13.7  The contents of this website as well as the General Terms and Conditions may be translated into languages other than German by machine translation. The German version of these General Terms and Conditions shall be solely authoritative and legally binding.