Conditions

General terms and conditions of Leroma GmbH

The operator of the B2B platform www.leroma.de or www.leroma.com is Leroma GmbH, Rosmarinstr. 12K, 40235 Düsseldorf, Germany. For the use of the platform www.leroma.de or www.leroma.com (hereinafter referred to as www.leroma.de), the following terms of use apply exclusively. Other conditions shall not become part of the contract, even if we do not expressly contradict them.

Preamble

Leroma is a B2B online platform for food raw materials. The aim of Leroma is to bring together raw material suppliers and food companies, to put raw material suppliers in touch with each other, to offer them a marketing platform and to approach a new digital distribution channel. In addition, Leroma aims to minimize the waste of raw materials and promote sustainability by offering producers and sellers of raw materials, as well as food producers, the opportunity to find potential buyers for their raw materials that are not required via the Leroma platform. For this purpose, Leroma runs a database containing different raw materials for different areas of the food industry. The database enables the interested buyer to search specifically for a certain raw material. Within the search interface, the buyer can select certain properties or quality characteristics that the desired raw material should fulfil. The buyer is then shown a list of all sellers who offer the respective raw material with the specific properties. By searching specifically for food raw materials and being able to compare offers from different suppliers, Leroma helps you to increase the efficiency of your business and save costs. Sellers of commodities can be easily contacted via the platform. In addition, Leroma, with its surplus exchange, increases the sustainability and transparency of its own company in dealing with valuable food raw materials by reselling surplus food raw materials instead of destroying them.

1. A. General conditions for the use of the platform

• § 1 Subject
• (1)     Leroma provides users with a sales platform for food raw materials and mediates sales between sellers and interested buyers.
• (2)     The platform is aimed exclusively at entrepreneurs and not at consumers. By registering, the User assures that the platform is used exclusively for commercial purposes and not for private purposes. A consumer is any natural person who concludes a legal transaction for purposes that are predominantly neither commercial nor self-employed.
• (3)     Prerequisite for the full use of the services offered on the platform is registration as a user. Without registration, the user of the platform can view the offers and search the database for available raw materials. Buying or selling food raw materials and contacting raw material suppliers is not possible without registration of the user.

• § 2 Registration
• (1)     In order to use the services offered on the platform www.leroma.de, registration is required. To do so, the user must create an account and agree to Leroma GmbH's applicable terms of use.
• (2)     By registering, the user assures that his company-related details are true. The user is obliged to regularly check his company-related data including certificates, the requirements of which he claims to fulfil, and to adapt them immediately in the event of changes.
• (3)     Leroma cannot verify the identity of the user. If Leroma finds that a user has provided untrue or false information, Leroma is entitled to block that user.
• (4)     Within the scope of registration, the user selects the package that suits him/her best. After registration and booking a package, the user is entitled to offer food raw materials for sale via the platform. In addition, the User is entitled to search for suitable food raw materials within the raw materials database and to find a seller even as a potential buyer. The concrete scope of the services the User is entitled to use depends on the choice of the booked package according to § 7 of these Terms of Use.
• (5)     The user has the option of registering on the leroma.de platform with a company account. The company account gives several people within a company access to the platform www.leroma.de and the services offered there.
• (6)     The user is obliged to choose a secure password and to keep his access data secret in order to avoid misuse. In the event of misuse of his or her access data, the user is obliged to inform Leroma immediately upon becoming aware of such misuse.
• (7)     After successful registration, the user will receive a confirmation e-mail to the e-mail address provided during registration. In the e-mail, both the user's master data and the booked package are listed again.

• § 3 Seller
• (1)     As a seller, the user is entitled to upload food raw materials to the platform and offer them for sale. For this purpose, the seller selects the desired food raw material based on the stored terms. In case a food raw material is not yet in the database, the seller can send a request to Leroma and ask to add this food raw material. Leroma will then examine the request and decide at its own discretion whether to include the raw material in the database
• (2)     The seller shall be required to indicate at least a minimum order quantity, if any, for the raw material offered for sale. In addition, the seller may optionally specify further characteristics and information, such as price, country of origin, delivery conditions and a description of the food raw material offered, which shall be visible to potential buyers when calling up the offer.

• § 4 Buyer
• (1)     As a buyer, the user has the possibility to find various food raw materials within the database provided by Leroma. In doing so, the buyer can enter specific information about the desired food raw material, which the respective raw material must fulfil. The buyer will then be shown a hit list of those food raw materials that meet the search criteria specified by the buyer.
• (2)     The buyer may retrieve the contents and information uploaded by the seller on the specific food raw material and contact the seller in case of interest or further questions on the raw material. Leroma provides the contact details of the seller and supports the parties in their communication.
• (3)     The buyer can view the food raw materials advertised in the surplus exchange free of charge and contact the seller of the food raw material.

• § 5 Occurrence and execution of a contract
• (1)     Leroma, as a platform operator, merely mediates the contact between the seller and the buyer and is not involved in the conclusion of the purchase contract.
• (2)     The purchase contract is concluded directly between the interested buyer and the seller. Leroma merely mediates the contact between the parties, without itself being involved in the sale. In particular, Leroma does not carry out sales in its own name or in the name of third parties.
• (3)     The processing of the sales contracts concluded between the users is the sole responsibility of the respective users. Leroma is therefore not liable for any material or legal defects in relation to the food raw materials. In particular, users, as buyers (§ 4) and sellers (§ 3) of food raw materials, are themselves responsible for compliance with any country-specific legal provisions in connection with the purchase and sale of food raw materials.
• (4)     The goods offered by the seller (§ 3) are not a binding offer, but merely an invitatio ad offerendum of the seller, with which the seller requests the interested buyer to submit an offer. The interested buyer (§ 4) may make a binding offer to the seller to purchase the goods offered. After receiving a binding offer, the seller can accept the buyer's offer to buy by confirming it in text form.

• § 6 Availability of the platform
• (1)     With the exception of maintenance work, the platform is available 98.5%, 24/7, 365 days a year. The calculation of availability is based on the available connection at the link point at Leroma.
• (2)     Leroma shall endeavour to carry out maintenance work that leads to a disruption of the platform, if possible, outside the normal business hours of 8:00-18:00 on working days. Working day means Monday to Friday with the exception of national and regional holidays as well as Christmas Eve and New Year's Eve in the Federal Republic of Germany. As far as possible, maintenance work that affects the availability of the platform will be carried out at night within the time window 20:00 to 6:00.

• § 7 Packages

In order to use the services offered by Leroma on the platform, the user must select a package and book the package. The user can currently choose between three different packages (Free Basic Package, Standard Package and Premium Package).

• (1)     Free Basic Package: Leroma offers every new potential seller the opportunity to get to know the advantages of Leroma. For this purpose, the seller is entitled to use the basic package free of charge for a period of 12 months. As part of the free basic package, the seller is entitled to offer food raw materials for sale on the leroma.de platform and thereby find buyers. Leroma reserves the right to adjust the price and the services included in the basic package after the test phase of 12 months has expired. In this case, Leroma will inform the seller at least two [2] months before the end of the test phase in text from about a possible adjustment of the price and / or the services after the end of the test phase.
• (2)     Standard Package: The seller is entitled to offer food raw materials for sale on the leroma.de platform and thereby find buyers. The standard package offers the seller the opportunity to publish his own company profile and to utilize the function of uploading several food raw materials on the www.leroma.de platform at the same time. In addition, the seller can, if requested, receive assistance with advertising new offers for the sale of food raw materials. The costs for the standard package are included in Appendix 1 of this agreement.
• (3)     Premium Package: The seller has the option of expanding the services included in the standard package with the premium package. As part of the premium package, the seller is entitled to offer food raw materials for sale on the leroma.de platform and thereby find buyers. The user also has the option of posting tenders for required food raw materials on the www.leroma.de platform that are not yet included in the database. With the tender, the buyer asks sellers registered on the platform to submit offers (invitatio and offerendum) with regard to the food raw materials contained in the tender. For the user as a possible buyer of the food raw materials they are looking for, this is a non-binding invitation. A contract is only concluded when the buyer accepts a seller’s offer. In addition to the services offered on the www.leroma.de platform, Leroma offers the user project-related support services. These project-related support services are agreed individually with the seller. In addition, the user is entitled to use the raw material search agent provided by Leroma. With the help of the raw material search agent, Leroma can access stored data of the user as raw material seeker and support him in the search for the right supplier of a respective raw material. The.  costs for the Premium Package are included in Appendix 1 of this agreement.

• § 8 Compensation
• (1)     Depending on the package selected in accordance with § 7 of these terms of use, the user is obliged to pay a monthly fee to Leroma for the use of the Leroma platform including the services offered. The package prices stated in § 7 are net prices without the statutory value added tax of 19% applicable in Germany.
• (2)     The remuneration is due monthly in advance on the third working day. The means of payment currently available to the user are the submission of a SEPA direct debit mandate and credit transfer. When submitting a SEPA direct debit mandate, Leroma grants the user a 5% discount on the total amount of the invoice.

• § 9 Duration

The contract with the user begins with the booking of the desired package. The minimum term for the standard and premium packages is twelve [12] months. If the customer has chosen the standard or premium package, the contract is automatically extended by a further twelve [12] months, unless one of the parties terminates the contract within a period of one [1] month before the end of the contract.

• § 10 Termination
• (1)     Both parties are entitled to terminate the contract at the end of the minimum term by giving one [1] months’ notice to the end of the month.
• (2)     Termination for an important reason is excluded and possible at any time.
• (3)     The termination must be in writing.

• § 11 Leroma Support
• (1)     Leroma maintains a support centre to assist users who have booked the Standard or Premium Package. The user can contact the support centre in the event of faults and questions about services offered by Leroma via the platform. Users of the free Basic Package have no right to assistance from Leroma Support.
• (2)     Leroma support is available on working days, with the exception of national holidays, daily from 8:00 to 18:00 by e-mail at support@leroma.de. The relevant time zone is Europe/Berlin.

• § 12 Liability
• (1)     Leroma's liability is unlimited in the case of intentional or grossly negligent breach of duty, injury to life, body or health and in the case of intentional or grossly negligent breach of material contractual obligations (cardinal obligations) by Leroma, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract. In addition, Leroma has unlimited liability in accordance with the German Product Liability Act.
• (2)     Apart from the cases mentioned in paragraph 1, Leroma's liability in the case of a slightly negligent breach of material contractual obligations is limited to typical damage foreseeable in connection with this type of contract. In this case, liability is limited to the amount of the annual remuneration that the parties have agreed in this contract. Any further liability of Leroma is excluded.
• (3)     Leroma is not liable for short-term disruptions in the availability of advertisements and company profiles, which are based on circumstances over which Leroma has no influence. In addition, Leroma is not liable for service disruptions during maintenance work, provided that these are necessary for the maintenance of the platform.
• (4) Leroma is not liable for the content and processing of the usage data when the user is forwarded to the platforms and services of third parties.

  The offers presented on the platform differ in two areas. On the one hand, they are product placements of registered users of Leroma, who advertise their offers on the platform. On the other hand, in the second section of the search results, offers are displayed that are offers from third-party providers with linked product information. By clicking on food raw materials in the second section, one is redirected to the page of third-party providers. These are not offers from Leroma. Leroma only compares the offers provided by third parties and displays them on the platform according to the user's search specifications. The purchase of food raw materials takes place exclusively on the linked pages of the third party provider.

  (a) Leroma is not liable for the accuracy, quality, completeness, reliability or credibility of the content provided by internet users and/or third party providers.

  (b) The information provided by third party providers is updated several times a day via automated processes. For technical reasons, however, it is not possible to update the prices, details and availability communicated to us by third-party providers in real time. Therefore, it cannot be excluded that the information and details displayed on the third-party providers in individual cases no longer correspond to the price indicated on the pages of Leroma. Leroma does not assume any liability for the correctness of the information, in particular the prices and availability, unless the incorrectness of the information is due to intentional or grossly negligent conduct on the part of Leroma.

  
  
  
  

• § 13 Responsibility for uploaded contents
• (1)     The content uploaded on the platform is information provided by the platform user. It is content that is foreign to Leroma and that Leroma does not adopt as its own. Responsibility for the respective content on the platform lies exclusively with the respective user of the platform who has uploaded the information and content and thus made it accessible to third parties.
• (2)     The user is responsible for all content and information uploaded to the platform. This applies in particular to information on the type and designation of the food raw material, the freshness, shelf life and special information on the properties of the food raw material.
• (3)     Leroma cannot verify the stated characteristics of the seller on a particular raw material. In particular, Leroma shall not be liable for a specific quality or property of raw materials. Furthermore, Leroma is not responsible for the actual availability of a raw material offered by the seller.
• (4)     This applies accordingly to compliance with certain quality standards. The user selects the quality standards that are met by his company and is solely responsible for compliance with the quality standards. Leroma cannot check whether the quality standards specified by the user are actually met. The user uploads the logos of the certificates that his company has acquired. The user is solely responsible for ensuring that he/she is authorised to upload and use the logos of the certificates. The user is obliged to regularly check whether he still meets the requirements for the respective certificate. This concerns content that is foreign to Leroma. Leroma is not in a position to check whether the user actually fulfils the requirements of the specified certificate and in particular whether he is entitled to use the relevant certificate.
• (5)     The user is prohibited from uploading content to the platform that violates legal regulations or offends common decency. In addition, the User is prohibited from uploading content that infringes the rights of third parties, in particular their industrial property rights.
• (6)     Leroma reserves the right to block third-party content if it is illegal according to the applicable laws.

• § 14 Use of the platform
• (1)     The user of the platform is obliged to use the platform only for the purpose stated here, in compliance with the applicable terms of use.
• (2)     In the event of a breach of the conditions of use, Leroma is entitled to block the user's account. In this case Leroma will inform the user of the reason for the blocking in text form.

• § 15 Obligations to Cooperate

The user undertakes towards Leroma to assist in the fulfilment of any text obligations, in particular in accordance with § 22 UstG and to provide Leroma with the necessary information. The user is solely responsible for the correctness of the information.

• § 16 Granting of rights of use

Leroma grants the user the non-exclusive, simple, non-transferable, spatially and locally unrestricted right to use the database and use of the platform in accordance with the selected package for the term of this agreement.

• § 17 Industrial property rights
• (1)     The seller affirms that he is the owner of the rights to all content that he uploads to the platform and thus makes available to the public, and that he is therefore entitled to use it. This applies in particular to copyright-protected product photos of raw materials and to uploaded texts.
• (2)     Leroma is the originator of the database contained on the platform, which currently contains food raw materials with corresponding information on the properties of the respective raw material. The data contained in the database is protected by copyright. The use of the database as well as the use of the data contained therein is only permitted within the framework of the terms of use applicable here. Any further use of the database or data from the database requires the prior written consent of Leroma.

• § 18 Reference

During the term of this agreement, Leroma and the user are entitled to refer to the cooperation with the other party for advertising purposes, in particular on their websites and in print media. In particular, the company and the respective logo of the other party may be mentioned and depicted.

• § 19 Exemption clause

If a claim is made against Leroma by third parties due to an infringement of industrial property rights for which the seller is responsible, the seller undertakes to reimburse Leroma for the reasonable costs incurred in defending against the alleged infringement of property rights.

• § 20 Data protection

The user ensures that he does not upload any personal data from third parties to the platform. If the user wishes to upload personal data from third parties to the platform, he must notify Leroma of this in advance in text form so that Leroma can make a corresponding agreement with the user that complies with data protection regulations.

1. B. Special conditions Surplus exchange

• § 21 Surplus exchange
• (1)     In addition to the database and the associated possibility of finding and contacting sellers for a specific food raw material, Leroma's Surplus Exchange offers users a quicker and easier way of selling selected food raw materials in a specific quantity at a fixed price.
• (2)     The goods offered by the seller on the surplus exchange are not a binding offer, but merely an invitatio ad offerendum of the seller, with which the seller requests the interested buyer to submit an offer. The interested buyer (§ 4) may make a binding offer to the seller to purchase the goods offered. After receiving a binding offer, the seller can accept the buyer's offer to buy by confirming it in text form.
• (3)     With the acceptance of the offer, a sales contract between the seller and the buyer is concluded. Leroma is not involved in the conclusion of the purchase contract and, as platform operator, merely mediates the contact between the seller and the buyer.
• (4)     As the goods offered are mostly residual items, the buyer has no right to buy the ordered goods at the same price from the seller.
• (5)     The seller is obliged to pay a commission to Leroma for each sale of food raw materials via the surplus exchange. After the sales contract has been successfully concluded, the seller pays Leroma a commission, which is calculated based on the amount of the net sales price and the amount of which is regulated in Appendix 2.
• (6)     Leroma will invoice the commission to the seller after conclusion of the sales contract. The commission is due within 14 days of receipt.

• § 22 Sustainability Certificate
• (1)     Leroma will award a sustainability certificate on request to its users who, as buyers in the surplus exchange, actively contribute to reducing the waste of food raw materials and thereby to sustainability by re-using existing food raw materials.
• (2)     The user is entitled to use the sustainability certificate awarded by Leroma on his website and in the context of marketing.
• (3)     Leroma is entitled to prohibit the user from using the sustainability certificate in the future if the user has not been involved in the surplus exchange as a buyer or seller for a period of at least 12 months.
• (4)     Leroma is entitled to prohibit the use of the sustainability certificate if the user misuses the sustainability certificate. Abuse exists in particular if the sustainability certificate in the wrong context and third parties are misled.

1. C. Special conditions when LEROMA acts as seller of the goods
2. (1)     Force Majeur
   If circumstances arise that prevent the Parties from fulfilling all or part of their obligations under the present Contract, namely: flood, earthquake and other natural disasters, war and military operations, blockade, embargo, export or import ban, the period of performance shall be extended in proportion to the time during which these circumstances exist and the scope of the obligation to perform shall change.
   If the above circumstances and their consequences last longer than six months, either party shall have the right to refuse further performance of its obligations under the present Contract, and in such case neither party shall have the right to possible damages from the other party.
   The party unable to fulfill its obligations under the present Contract shall be obliged to inform the other party within ten days of the occurrence of the above circumstances of the occurrence of the circumstances preventing the fulfillment of the obligations.
   A document issued by the Chamber of Commerce of the Seller's or the Buyer's country shall be considered sufficient proof of the above circumstances and their permanence. The party affected by the circumstances shall send such document to the other party not later than within five days after the notification. If these conditions are not fulfilled, the party affected by the force majeure has no right to invoke the force majeure as a reason for non-fulfillment of the obligations entered into.

 

3. D. Final provisions Use of the platform

• § 23 Settlement after termination of contract
• (1)     After termination of the contract, Leroma deletes all data of the user, with the exception of data which Leroma is obliged to store as a result of a legal obligation, such as § 257 HGB (German Commercial Code), § 147 AO (German Tax Code). Leroma will also delete this data after expiry of the legal obligation to retain it.
• (2)     After the termination of the contract, the content uploaded by the seller can no longer be accessed online by the platform users and is deleted by Leroma.

• § 24 Right of modification
• (1)     Leroma reserves the right to amend these conditions of use from time to time, in particular if this is necessary for legal reasons. In this case Leroma will inform the users of the platform of the change in the terms of use in text form.
• (2)     The prices listed in Appendix 1 are test phase prices. Leroma reserves the right to adjust the prices for various packages after a test phase of 12 months if the number of raw materials stored in the database or the number of users increases more than 100% compared to the time the contract was concluded and the scope of the services offered by Leroma has thereby expanded. In the event of a price adjustment, Leroma will inform the user at least two [2] months before the planned adjustment in text form about the amount of the adjustment.
• (3)     In the event of a change in the terms of use including a price adjustment, the user has the right to extraordinarily terminate the contract with Leroma with two [2] weeks' notice to the end of the month.

• § 25 Final provisions
• (1)     The law of the Federal Republic of Germany shall apply to the exclusion of the UN Sales Convention.
• (2)     The user is not entitled to assign rights from this contract.
• (3)     For all disputes arising in connection with this agreement, the parties agree that Düsseldorf shall be the place of jurisdiction.
• (4)     Should one of the above provisions be or become invalid, the validity of the remaining provisions of this agreement shall remain unaffected. In such a case, the parties shall replace the invalid provision with a provision that comes as close as possible to the legal and economic purpose of the provision to be replaced. The same applies to loopholes.

Appendix

Appendix 1: Packages

Standard Package: Cost EUR 49.00 per month, minimum term: 12 months, notice period: one [1] month before the end of the minimum term of 12 months.

Scope of services: the package contains the services from the basic package as well as the following additional services: company profiles, help with advertisements, import service for several products, inclusion of raw materials and categories in the database.

Premium Package: Price on request. Please contact us and describe your concerns so that we can make you an offer. The prices are agreed upon on the basis of your individual request.

Scope of services: The package contains all services from the standard package as well as the following additional services: support in the search for suppliers with the raw material search agent, publication of tenders for required food raw materials, additional project-related support services.

Appendix 2: Surplus Exchange

(1)     Uploading an advertisement to surplus exchange is free for the seller. The seller is obliged to pay Leroma a commission of 10% of the net sale price, only upon the sale of a food raw material via the surplus exchange. Leroma will invoice the seller for this amount. This amount is due within 14 days of receipt of the invoice. This offer is valid for Leroma’s trial version 1.0 and is valid until 31 December 2022.

(2)     Concierge Service

a.      Leroma also offers an additional service for the Surplus Exchange, where Leroma offers on request the possibility to support the sales process e.g., by document handling/ support of document preparation, direct contact with buyers and transport organization. Leroma can respond to individual requests and each contract is concluded on request with companies that wish to use the concierge service. This requires a written request to anfrage@leroma.de.

Status: Februar 2022