CheMondis Supplier Membership Subscription Terms

1.1 CheMondis GmbH, Zeppelinstrasse 9, 50667 Cologne, Germany (“ CheMondis ”) operates a B2B marketplace for the chemical industry enabling in particular the listing and searching of suppliers and products, the comparison of product listings and availabilities as well as convenient ordering and order fulfillment (together " CheMondis Platform ").
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1.2 The user is a registered user of the CheMondis Platform, either as a buyer (“ Buyer ”) or as a supplier (“ Supplier ”). To comprehensively use the CheMondis Platform as a Supplier, the use is subject to membership charge (“ CheMondis Membership Subscription ”). The Supplier may also wish to use one or more ancillary services in addition to its CheMondis Membership Subscription on a subscription basis (“ Premium Services ”). The CheMondis Membership Subscription and the Premium Services may be selected by the Supplier through the ordering process on the CheMondis Platform (“ Order Form ”) or ordered with the signed offer (“ Offer ”). Premium Services may include either the service Online Visibility or the service Advanced Analytics. The CheMondis Membership Subscription and the Premium Services are provided subject to these supplier subscription terms (“ Subscription Terms ”).
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1.3 The Supplier and CheMondis are collectively referred to as the " Parties " and each individually a “ Party ”.

2.1 The CheMondis Membership Subscription is necessary to use all features of the CheMondis Platform and requires the Supplier to register and to order the CheMondis Membership Subscription either through the Order Form or through the Offer. The CheMondis Membership Subscription allows the Supplier to list an unlimited amount of its products, to receive an unlimited number of requests placed by potential Buyers with all customer details that are required for a successful transaction on the CheMondis Platform, to increase visibility amongst potential Buyers, to activate an extra sales channel with the CheMondis Platform, to increase search engine visibility and many more. In addition, the Suppliers who signed up for the CheMondis Membership Subscription can benefit of the Premium Services as additional subscription options.
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2.2 Users who have not been registered as Suppliers to the CheMondis Platform before 1 September 2022, receive a free trial with the initial registration (“ Trial Period ”). Those Suppliers will be informed on the duration of the Trial Period in the beginning of the registration process on the CheMondis Platform. During the Trial Period, the Supplier is already obligated to use the CheMondis Platform in compliance with the Subscription Terms and the general terms of use of CheMondis (“ CheMondis ToU ”). The Supplier will accept such with the registration process. For the time of the Trial Period, the Supplier may also subscribe to a free trial of the Premium Services, following a request and individual consultation with CheMondis. The Trial Period ends automatically without termination of either Party for all services. Before the end of the Trial Period, the Supplier has the chance to enter into the regular CheMondis Membership Subscription to the specific terms set in the Offer or Order Form.

Users who have been registered as Suppliers before 1 September 2022, or who currently use the CheMondis Platform as Suppliers cannot benefit of the free Trial Period as described in section 2.2.

3.1 The Online Visibility service is a Premium Service. The Online Visibility service allows the Supplier to implement a customizable brand shop to present its company and portfolio on a dedicated storefront that provides all advantages of an own online shop. Within such brand shop, all products of the Supplier will be showcased under an own URL. Online Visibility improves lead generation by making the brand shop visible to all verified Buyers on the CheMondis Platform, thus increasing the chance of receiving more leads. Furthermore, with the Online Visibility Package the name of the Supplier will also become visible to non-registered visitors to increase visibility and receive more leads. The following elements of the brand shop can be customized:

a) A new visual representation of the Supplier’s brand shop.
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b) Featured products where the Supplier can determine products which are visible on the landing page of the brand shop.
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c) Featured categories where custom categories can be selected and shown on the landing page of the brand shop.
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d) An “About” section where the Supplier can enter information about its company.
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e) A brand shop analytics board that shows certain usage statistics in relation to the brand shop and relevant product detail pages.
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f) The brand shop will also be visible in the premium section on the CheMondis brands page at “chemondis.com/marketplace/suppliers/”.
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3.2 The Online Visibility service also provides higher ranking of the Suppliers products on the search results page within the CheMondis platform by allowing to boost search ranking. CheMondis uses text matching to find the correct searched product. Inside of the text matching the importance of individual search attributes can be defined:

a) By default, the CheMondis search algorithm matches substance name, product name and many other attributes, where for example the match on substance name will be more important and therefore be ranked higher.
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b) The ranking boost is applied if the text match of two products is the same and places the boosted one before others based on certain set criteria.

3.3 Thirdly, the Online Visibility service includes search engine optimization (SEO) on the Google search engine to improve visibility of the Supplier’s product portfolio to anyone searching with Google for chemicals, even outside of the CheMondis Platform. CheMondis continuously aims to optimize its web pages to get as much visibility on Google as possible. Hence, it is more likely customers will find the Supplier’s products and brand shop when they search via Google.

4.1 The Advance Analytics service is a Premium Service. The Advance Analytics service includes a dashboard (Advanced Analytics Dashboard – “ AAD ”) that provides a deep understanding of marketplace activities involving the Supplier’s products that are registered on the CheMondis Platform, including information on most frequently searched and ordered products by country on the CheMondis Platform. When AAD is activated additional analytics and information including the following will be available:

a) Product Portfolio: Overview of the Supplier’s own uploaded product portfolio. All uploaded products are classified based on substance and industries.

b) Traffic Insight: Detailed display of Buyers’ activities involving the Supplier’s uploaded products on the CheMondis Platform. Buyer activities can be viewed based on different demographics over time with different classified segments.

c) Transaction Overview: Provides a clear understanding of whether Buyers contact the Supplier or its Authorized Representatives or initiate negotiations on certain products after going through the relevant product detail pages. This information can be refined and filtered, e.g. based on demographics and time.

d) My Turnover: Provides information on the Supplier’s turnover on the CheMondis Platform which can be broken down based on certain criteria including Buyer names, products and demographics.

e) CheMondis Traffic Insight: Provides aggregated information on activity on the CheMondis Platform, including the display of the Supplier’s own performance relative to that other supplier listed on the CheMondis Platform.

4.2 With the information provided in the AAD, the Supplier can understand the Buyers’ journey from search to order.

5.1 The CheMondis Membership Subscription and each of the subscriptions to a Premium Service shall have an initial term of twelve months and shall automatically renew by revolving twelve month periods unless terminated by either Party with three months’ notice prior to the end of the term. The subscription to a Premium Service is bound to an existing CheMondis Membership Subscription.

5.2 The right of either Party to terminate for cause shall remain unaffected.

6.1 The CheMondis Membership Subscription and the Premium Services shall be chargeable according to the amount specified in the applicable Order Form or Offer. The initial fees vary depending on the size of the Supplier, defined by the yearly sales turnover of the Supplier’s company.

6.2 The CheMondis Membership Subscription price stated in the Order Form or Offer can be subject to another discount that originates from the amount of transactions and achieved turnover on the CheMondis Marketplace. Each Supplier can thereby benefit of a retrospective discount of 20% of the fee for the term of twelve months. CheMondis will evaluate the transactions and turnover of each Supplier at the end of each twelve month term. If the turnover goals are achieved, the Supplier can chose to either have the discount paid out or to use it for the upcoming new term of a twelve month prolongation.

6.3 The fees for the twelve month subscription for the CheMondis Membership Subscription and the Premium Services as set in the Order Form or Offer. The Supplier may choose to pay monthly fees or to pay the total fees for the twelve month term in advance. Any invoices shall be paid within 14 calendar days after reception of the invoice by the Supplier. CheMondis may offer different payment methods during the ordering process on the CheMondis Platform or specify the respective payment method in the invoice.

6.4 CheMondis reserves the right to change the fee for the CheMondis Membership Subscription and any of the Premium Services upon the renewal of the term according to section 5.1. CheMondis will notify the Supplier about any fee change five months before the end of the relevant term (including by email or communication through the CheMondis Platform). The fee change shall be deemed accepted by the Supplier unless the Supplier objects to such changes by giving notice thereof to CheMondis (including by email or communication through the CheMondis Platform) within one month after the received notification of CheMondis. CheMondis will draw the Supplier’s attention to this consequent approval in its respective notification. CheMondis reserves the right to terminate pursuant to section 5.1 in case the Supplier objects to the fee changes.

7.1 Any capitalized terms used in the Subscription Terms shall have the meaning given to them defined herein. Subject to any deviating terms, the CheMondis ToU, as applicable from time to time, shall apply mutatis mutandis to this agreement, including without limitation CheMondis’ right pursuant to section 5.4 of the CheMondis ToU to discontinue, modify or replace existing features and services and the liability provisions pursuant to section 12 of the CheMondis ToU.
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‍ 7.2 CheMondis reserves the right to amend these Subscription Terms from time to time in particular to reflect changing regulatory or legal requirements, further development of the CheMondis Platform or of its business model or for other operational and business reasons. CheMondis will reasonably consider the Supplier’s legitimate business interests when making such changes and will notify the Supplier of these changes no less than five months in advance (including by e-mail or communication through the CheMondis Platform). The changes shall be deemed accepted by the Supplier unless the Supplier objects to such changes by giving notice thereof to CheMondis (including by e-mail or communication through the CheMondis Platform) within one month after the received notification of CheMondis. CheMondis will draw the Supplier’s attention to this consequent approval in its respective notification. CheMondis reserves the right to terminate pursuant to section 5.1 in case the Supplier objects to the changes.

7.3 Any assignment of claims of the Supplier in connection with this agreement requires the prior written consent of CheMondis.

7.4 Should any provision of the Subscription Terms be or become partly or entirely invalid or unenforceable, this shall not affect the validity of the remaining provisions of this agreement (exclusion of section 139 German Civil Code ( Bürgerliches Gesetzbuch – BGB )). The Parties shall replace the partly or entirely invalid or unenforceable provision by a valid or enforceable provision which comes as close as possible to the Parties' original economic intent and purpose underlying the partly or entirely invalid or unenforceable provision. The same applies if the Subscription Terms prove to be incomplete; in such event the Parties shall in good faith agree on the inclusion of a provision which comes as close as possible to the Parties' original economic intent and purpose underlying the missing provision. However, it is the Parties' express will that this Section 7.4 is not construed as a mere reversal of the burden of proof ( Beweislastumkehr ), but as a provision that contractually excludes any doubts as to the validity of the remaining provisions of the Subscription Terms.

7.5. Place of performance of all services rendered by CheMondis hereunder and the exclusive place of jurisdiction for all disputes arising under or in connection with the Subscription Terms between the User and CheMondis, including tort claims and pre-contractual claims, shall be Cologne, Germany.

7.6 The Subscription Terms and any disputes arising out of or in connection with the Subscription Terms shall be governed by substantive German law without giving effect to any conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

August, 2022