General Terms and Conditions

General Terms and Conditions

By using the services provided on this internet platform ( of MPRIME SA (hereinafter referred to as "Mprime"), or by using the services of its representatives, you agree to all terms and conditions herein referred (the "General Terms and Conditions" or “GTCs”).

Article 1 - Scope

1. These GTCs apply to companies and corporations only (B2B business). 
2. These GTCs apply exclusively to services offered on Mprime’s electronic platform (“Marketplace”) by Mprime to potential buyers (“Buyers”) and to suppliers (“Supplier”) (Buyers and Suppliers together also referred as to the "Customers" or individually "Customer"). Mprime’s services consist of commercial agency activities provided by Mprime for Suppliers (“Agency Services”). However, as the case may be, Mprime may also offer products and services as a Supplier vis-à-vis Buyers, in particular but not limited to through services presented over the Marketplace. 
3. These GTC apply for all services presented to the Customers on the Marketplace. 
4. Sales- or purchase Agreements are solely concluded between Supplier and Buyer. For this sale or purchase of Products and Services only the supply agreements including the relevant Supplier’s general terms and conditions and other relevant documents provided by Suppliers (“Supply Agreement Package”) shall apply. The Buyer may see the relevant documents on the Marketplace (e.g. packaging specification, certification, warranties, technical Information) and download the relevant documents from the Marketplace.
5. Written individual agreements, in particular framework agreements made between Mprime and the Customers, overrule these GTC.
6. These GTC apply exclusively for the services offered on the Marketplace. Mprime does not recognize any Customers terms and conditions, unless Mprime agrees expressly and in advance in writing. Even if a contract is performed without reservation in awareness of general terms of business of the Customers, this shall not constitute consent to the application of such terms. 


Article 2 - Mprime’s Agency Services on the Marketplace

1. Mprime provides on the Marketplace commercial agency services (establishing contacts and initiation of contracts) between Supplier and Buyer with respect to the buying and selling of photovoltaic Products and Services (“Products and Services”). This does not exclude MPrime’s right to act also as a supplier, in particular offering Supplier Activities on the Marketplace. 
2. MPrime publishes on the Marketplace non-binding information but also binding offers of Suppliers regarding Products and Services as well regarding relevant agreements and conditions for sale or purchase to be made between Supplier and Buyer. This information is based on information provided by the Suppliers who participate on the Marketplace. At the Marketplace, Mprime presents popular inverters and selected BOS components, which the prospective Buyer can order directly through the website. Such presentation of information does not produce and shall not be treated as a consultancy relationship between Buyer and Mprime. Such information shall only serve as a support for the Buyer to inform itself and to decide for purchase of Products and Services presented on the Marketplace.
3. The presentation of Products and Services and also the documents for purchase of Products and Services are not offers of Mprime but moreover offers to potential Buyers by Suppliers. Buyers have the possibility to request from Mprime information about prices and further conditions for a Product or Service presented on the Marketplace. 


Article 3 - Registration

1. Only registered Customers of Mprime are able to access all services offered by Mprime. Prospective users must register by completing in a full and accurately way the available registration form provided by Mprime. Mprime has the right to reject the registration without communicating any specific reason. Mprime may also terminate the registration without notice.
2. Customers are obliged to inform Mprime of any changes on the legal structure of their company.
3. After the prospective user has successfully registered at Mprime´s website, Mprime provides to the user a user ID (customer number) and password via e-mail. Buyers and/or Suppliers shall keep this data confidential avoiding access to third parties. Buyers and Suppliers are liable for all contract breaches of or violations of the law which may occur or are caused through their access data. Buyers and Suppliers must inform Mprime of any misuse of their data as soon as they become aware of it.
4. Mprime is entitled to block any Customer that has breached the provisions of these General Terms and Conditions and the applicable law. No claims can be made for reinstatement or for reimbursement of fees which have already been paid. The Customer cannot submit claims for any damages which result from them being blocked.
5. The contract for using Mprime services shall be made for an unlimited period. Mprime can terminate the account at any time.


Article 4 - Brokerage Commissions

1. Mprime charges from the Supplier a revenue-based commission for matching Buyer and Suppliers and for the resulting transactions according to standard fees agreed with the Supplier.
2. The commission is owed by the Supplier and is due when the Supply Agreement Package between the Supplier and Buyer is concluded (see section 6 of the GTCs). The Customers are obliged to inform Mprime about the terms of the signed contract, in particular the purchase price, type and volume of the goods sold, in order to allow the amount of commission to be calculated. The Customers shall provide this information by sending the signed Supply Agreement Package to Mprime. 
3. A direct conclusion of contract without the prior brokerage of Mprime is not permitted. Excluded are purchase contracts on products and services which are not presented by Mprime on the Marketplace. If the supplier enters into transactions contrary to this obligation, it is obliged to pay to Mprime compensation in the amount of 10% of each transaction as a compensation for the lost commission claim on each transaction including subsequent transactions.


Article 5 - Obligations of Suppliers

1. At Mprime, suppliers can place information about their Products and Services subject to binding offers provided to Mprime for agency.
2. Suppliers must list their information in the appropriate category and describe the Products and Services accurately and in full. In particular, they must clearly indicate any limiting conditions, provisions or non-binding commitments. Suppliers must give an accurate description of all the essential characteristics and features of the Products and Services. In their presentations of Products and Services, Suppliers must provide information on the payment and delivery terms. Suppliers and Buyers take liability for ensuring that the information they communicate to Mprime, whether or not it is published via the Mprime websites, is accurate and complete. Mprime is not obliged to check or confirm the information provided by Customers and is not liable for the correctness, completeness, quality and actuality of the information provided by Customers.
3. Suppliers shall communicate changes to their offers as soon as all or part of the goods are sold or become unavailable for other reasons. Mprime must be informed reasonably in advance.


Article 6 - Conclusion of Contract between Customers

1. Subject to these GTC, the Buyer may chose the products presented on the Marketplace and download from the Marketplace the relevant Supply Agreement Package provided by Suppliers who are participating on the Marketplace. The Buyer may select the necessary quantity (as available) and clicks the button “Reserve Product”. Subject to these GTCs, the Buyer may chose the Products and Services presented on the Marketplace and download from the Marketplace the relevant Supply Agreement Package provided by Suppliers who are participating on the Marketplace. The Buyer may select the necessary quantity (as available) and clicks the button “reserve product” (“Reservation”). On the basis of such Reservation Mprime will reserve for the Buyer the corresponding quantities. 
2. The Supply Agreement shall be concluded if and when the Buyer uploads the Supply Agreement Package, signs and sends it as a scanned copy (e.g. via pdf) in advance within 48 hours. 
3. The Buyer shall send the signed Supply Agreement Package in two originally signed copies, also per post mail directly to MPrime. Otherwise, notwithstanding other rights and claims of Mprime and/or the Supplier concerned, Supplier may withdraw from the Supply Agreement and Mprime shall be entitled to release the products reserved online again. 
4. MPrime will check the Supply Agreement package sent by the Buyer and takes care for the handling and forwarding of the Supply Agreement Package and the relevant pro-forma invoices of the Supplier.
5. The Supply Agreement will be signed and agreed exclusively and directly between the Supplier and Buyer and will be fulfilled and implemented by them. Mprime acts insofar only as a commercial agent for Supplier and mediates the purchase contracts between Buyer and Supplier. As a commercial agent, Mprime does not offer vis-à-vis the Buyer for itself and does not accept offers for itself. No contracts for trading Product and Services or other goods will be made with, for, or via Mprime. Mprime is not the owner of the solar technical components, which are purchased and sold to the Buyers. Mprime is not a vendor or purchaser nor a representative of the Buyer. Mprime is also not a party to any contracts between the Supplier and the Buyer. The concluded Supply Agreement between the Supplier and the Buyer are governed by the agreed terms of the same and not by the General Terms and Conditions of Mprime. Mprime takes no responsibility for the success of the supplies and services provided to the Buyer by the Supplier.
6. The Buyer shall send the signed Supply Agreement Package in two originally signed copies, also per post mail directly to MPrime. Otherwise, notwithstanding other rights and claims of Mprime and/or the Supplier concerned, Supplier may withdraw from the Supply Agreement and Mprime shall be entitled to release the products reserved online again. 


Article 7 - Limitation of Use

Buyers and Suppliers are not permitted to continue to use contact, offer, request or product data acquired by the use of the services of Mprime for payment or free of charge for their own purposes or for third-party purposes. They are in particular not permitted to publish, distribute, pass on, save or otherwise reproduce offer and address data. If the above-mentioned obligations are breached, Mprime is entitled to immediately block the account of the respective Buyer and/or Supplier and to exclude such Buyer or Supplier from the services of Mprime and to claim for damages.


Article 8 - Rejecting

Mprime reserves the right to refuse to accept new offers and presentations or to remove information from the database at any time, if there are legitimate reasons for doing so, and to put them on a blacklist with the effect that the relevant companies may not be permitted to use the Marketplace for the presentation and sale of their products on the Marketplace. An offer can be blocked particularly if there is evidence of an illegal act, violation of the law, violation of these General Terms and Conditions, and/or a legitimate interest on the part of Mprime, including but not limited to if the authorities and/or other third parties are taking measures of any kind against Mprime and/or the supplier. 


Article 9 - Responsibility for Contents

1. Mprime acts as an information service provider which publishes and makes available third-party content. Mprime is not obliged vis-à-vis the Customers or any other third party to check the content or legality of the offers of the Customers before they are published.
2. The Customers are solely responsible for the legal, technical and other content of the information published and given to the other Customer. The Supplier shall comply with all applicable laws when selecting, designing and publishing the Products and Services and when transferring, releasing and publishing the information on Products and Services on the Marketplace. The Supplier shall also ensure that intellectual property laws, criminal laws, regulatory provisions and the rights of third parties (in particular industrial property rights such as patent and trademark rights or rights to a name and rights to privacy) of whatever kind are not breached.
3. The Supplier explicitly warrants to Mprime that it has the necessary copyright, patent, utility or design, and/or trademark rights and licenses for the sale of the Products and Services presented on the Marketplace and, in particular, that the Supplier holds the required rights of use, reproduction, publication and sales service protective rights. In addition, the Supplier warrants to Mprime that its information and its Products and Services do not breach the above-mentioned rights of third parties and that the publication of the offers and the information therein does not breach any other trademark rights, rights to a name or rights to privacy. The Supplier assumes sole liability for the legitimacy and legality of its information and offers and its advertising under competition and regulatory law.
4. The Customers shall indemnify and hold harmless Mprime from all claims of any kind made by third parties, which result from the publication of the data and offers. This obligation to indemnify Mprime covers both claims for damages and for the reimbursement of expenses, together with the reimbursement of legal defense costs (for example, court and attorney fees and costs) incurred by Mprime in defending itself against alleged claims.
5. The website itself, including the graphics, pictures, logos and contents, and the contents of documents available for downloading, are protected by copyright laws and other intellectual property rights.


Article 10 - Limitation of Liability for the provision of Agency Services

1. Mprime as a commercial agent shall not be liable for damages resulting from beaches of the Supply Agreements and/or contracts or default of payments between the Customers or/and any third party.
2. Mprime does not give a warranty or guarantee to the Products or Services presented on the Marketplace. Mprime does in particular not warrant or guarantee the appropriateness, availability, quantity or quality of Products and Services. The liability for warranty and or guarantee for Products and Services (if any) shall be borne by the relevant Supplier subject to the terms and conditions of the Supply Agreement Package concluded between Supplier and Buyer.
3. Mprime shall only be liable for direct damages caused by fraud or gross negligence and limited to the commission received for the transaction concerned. Liability for auxiliary persons shall be expressly excluded subject to mandatory legal provisions.


Article 11 - Data Protection

For the processing of personal data, the provisions of the Portuguese data protection law and regulations shall apply.


Article 12 - Changes to these General Terms and Conditions / Severability Clause

1. Mprime is entitled to change these GTC with future effect without giving reasons for doing so. The amended General Terms and Conditions will be sent to register Customers in written form before they enter into force. This way the Customers will be notified about the modifications and the date of entry into force. Mprime shall allow the Customers a reasonable period of time (at least six weeks) for giving a statement whether they accept the modified General Terms and Conditions for the further use of services or not. If the Customer does not provide a statement regarding the new General Terms and Conditions within the mentioned period after been noticed in written the amended General Terms and Conditions shall be considered accepted.
2. If individual provisions of this contract are not legally valid or later lose their legal validity in full or in part, the remainder of the General Terms and Conditions shall remain in full force and effect. The invalid provision will be considered to have been replaced by a legally valid provision which comes as close as possible to the provision.


Article 13 - Jurisdiction and Applicable Law

1. The place of performance for payment is Portugal.
2. This Contract and these General Terms and Conditions are governed by Portuguese law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
3. The exclusive place of jurisdiction for all disputes arising out or in connection with the use of the online marketplace and from these General Terms and Conditions is the Court of Viseu, Portugal



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