Terms of services
Vallourec Digital Solutions, LLC (the “Company”) provides an intermediation platform entitled Behub-e on its Behub-e.com website, that connects commercial Buyers and Sellers, so that they can offer for sale and, where applicable, sell products for the OCTG, energy, and industry markets such as drilling, oil exploration and oil production equipment as well as tubular products, spare parts, raw material and any other products and services related to the energy and industry market, under commercial terms and conditions which the Buyer and Seller determine.
These General Terms and Conditions of Service (hereinafter "the GTCS") govern the terms and conditions of use of the Behub-e marketplace platform.
“Applicable Laws” means all applicable laws, rules, and regulations arising out of or related to the Products, the offer of sale or sale of the Products, any Transaction, third party payment provider services, or the GTCS (including without limitation all import, export, economic, trade sanctions laws, and privacy laws such as the EU General Data Protection Regulation (GDPR).
“Buyer” refers to any legal person or entity conducting business in the energy or industry market that operates on the Platform for the purpose of purchasing Products on the Platform from Sellers.
“Commission” refers to the remuneration payable by the Seller to the Company for each Transaction facilitated on the Platform
“Company Group” means the Company, and: (a) its parents, subsidiaries, and affiliates; (b) Company’s contractors and suppliers of every tier (excluding third party payment service providers), and their respective parents, subsidiaries, and affiliates; (c) the joint or working interest owners of any kind of (a) or (b) (including without limitation partners, joint venturers, co-owners and members); and (d) the agents, officers, directors and employees of (a), (b), and (c), but shall not include the Users, Buyers, or Sellers.
“Offer” refers to the Seller’s offer to sell one or more Products to potential Buyers.
“Platform” refers to the Behub-e digital marketplace, published and posted online by the Company on the behub-e.com website. “Products” all goods (whether new or used) or services for the energy or industry markets such as drilling, oil exploration and oil production equipment as well as tubular products, spare parts, raw material and any other products or services offered for sale or sold by the Sellers on the Platform.
“Product Data” refers to all of the information provided by a User, whether directly or indirectly, through the User’s access or use of the Platform, Transaction, or concerning the Products, including without limitation, details regarding the size, composition, form, dates or use of the Products, and all Transaction data.
“Seller” refers to any person or legal entity that operates on the Platform for the purpose of marketing or selling their Products to Buyers.
“Subscription” refers to the access offered by the Company which permits Sellers to offer for sale and sell Products on the Platform.
“Transaction” refers to any contract for the purchase and sale of Products between the Buyer and the Seller facilitated on the Platform.
“User” refers to legal persons or entities that access the Platform and includes Buyers and Sellers as the case may be.
“Virus” means any virus, malware, worm, trap door, back door, snoopware, spyware, malicious logic, Trojan horse, time bomb or other malicious functionality that is designed to erase or alter data, programs or equipment or render any of them unusable, intentionally interfere with the Platform technology, or otherwise intentionally cause the Platform, or any other software to become inoperable or incapable of being normally used.
2. The Company’s Role
THE COMPANY PROVIDES A PLATFORM TO CONNECT BUYERS AND SELLERS FOR THE PURPOSE OF BUYING OR SELLING PRODUCTS.
THE COMPANY IS NOT INVOLVED, AND ASSUMES NO LIABILITY FOR, THE TRANSACTION BETWEEN A BUYER AND SELLER FOR PRODUCTS ON THE PLATFORM. THE NEGOTIATION, CONCLUSION, OR FORMALIZATION OF A SALES OR SERVICE AGREEMENT BETWEEN THE BUYER AND THE SELLER IS SOLELY BETWEEN THE BUYER AND SELLER. THE COMPANY IS NOT, AND SHALL NOT BE DEEMED TO BE, A PARTY TO ANY TRANSACTION AND ASSUMES NO OBLIGATION OR LIABILITY FOR ANY TRANSACTION.
COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE PRODUCTS OR SERVICES OFFERED FOR SALE ON THE PLATFORM AND COMPANY SHALL HAVE NO OTHER WARRANTY LIABILITY TO USERS OR THIRD PARTIES. THIS CLAUSE SHALL BE LIBERALLY CONSTRUED TO APPLY TO ANY CLAIM RELATED TO A DEFECTIVE PRODUCT OR SERVICE IRRESPECTIVE OF A USER’S OR THIRD PARTY’S CAUSE OF ACTION OR THEORY OF RECOVERY
THE COMPANY ACTS EXCLUSIVELY AS AN INTERMEDIARY FOR THE PURPOSE OF CONNECTING THE SELLERS AND BUYERS, VIA THE PLATFORM. ACCORDINGLY, THE BUYERS AND SELLERS EACH AGREE TO WAIVE, RELEASE, INDEMNIFY, AND DEFEND THE COMPANY GROUP FROM AND AGAINST ANY CLAIMS, LOSSES, OR LIABILITIES (INCLUDING WITHOUT LIMITATION, THIRD PARTY CLAIMS) ARISING OUT OF OR RELATED TO A USER’S ACCESS OR USE OF THE PLATFORM, ANY TRANSACTION, OR THE USE OF ANY THIRD-PARTY PAYMENT SERVICES.
3. Registration of Users on the Platform
Users must register on the Platform to buy or sell Products.
A User may subsequently choose to create a Seller account. The User may change this choice after opening their account. To register on the Platform, the User must complete the account application form accurately and in full. The Company reserves the right to require updated or additional information as may be reasonable at any time in order to maintain active registration on the Platform.
The Platform will permit the Seller to publish the terms and conditions of sale for Products sold or offered for sale on the Platform.
The User certifies the accuracy of the information they upload to the Platform or otherwise provide to Company or other Users.
The Company reserves the right, in its sole discretion, to accept or reject any application by a User to register on the Platform, and a User may be removed from the Platform at any time by Company at its sole discretion.
4. Offers, Sales, and Buying on the Platform
4.1. Publication of an Offer on the Platform by a Seller
The Seller may offer their Products for sale by publishing an Offer on the Platform. In order for an Offer to be published on the Platform, the Seller must provide reasonably sufficient details of the Product offering in the listing, including:
- the type of products or services
- photographs of the Products
- Product restrictions (i.e. export control measures or other legal restrictions)
- Product identification information
- product or service data, specifications, or technical information
- the quantity of Products offered
- price and currency (as supported by the Platform) and method of payment
- the physical location, delivery terms (Incoterms 2020) and any other performance conditions and the associated transport and handling costs, in one of the currencies available on the Platform
- taxes, customs duties, and fees applicable to the sale and delivery of the Products
- Seller’s terms and conditions of sale or service, and
- whether there are geographical or other restrictions in the Offer.
Certain information may be required for publishing of the Offer by the Company on the Platform.
The Seller is solely responsible for the Offer published on the Platform and the terms and conditions under which they enter into a Transaction with a Buyer. The Seller may also specify the particular geographical area(s) to which their Offer is restricted.
By publishing its Offer, the Seller warrants that their Offer is valid and binding unless removed from the Platform prior to an order placed by a Buyer and conditioned upon availability of the Product at the time Seller confirms an order placed by Buyer.
Once submitted by the Seller, Company reserves the right to reject the Offer for publication on the Platform, as Company deems appropriate in the exercise of its sole discretion. Once published, any eligible User will be able to view the Offer on the Platform and enter into a Transaction with Seller as a Buyer by communicating acceptance of the Offer through the Platform.
The Company will issue order summaries and purchase orders through the Platform for Transactions, on behalf of the Users.
The Offer published by the Seller may be amended at any time prior to an order placed by a Buyer.
All of Seller’s published Offers can be viewed from their account.
The Seller’s Offer may be published subject to certain restrictions. For example, an Offer may not be visible or accessible in certain territories or to certain Users, due in particular to any regulatory obligations or legal restrictions.
By publishing the Offer, the Seller agrees to utilize the Platform messaging service and also agrees to accept reviews and ratings issued by Users who enter into Transactions with Seller. The Seller shall have the right to reply to any review or rating submitted by the User. The Company reserves the right to delete communications through the Platform messaging service as it deems reasonably necessary.
4.2. Completion of a Transaction
Any User interested in a Product may, via the Platform, have access to the information relating to a Product by accessing the published Offer. Users may also contact the Seller via the Platform's messaging service, in order to obtain additional information about the Products.
The Buyer expressly agrees to be bound by the Seller’s terms and conditions of sale or service as provided in the accepted Offer. The Buyer must elect a method of payment and confirm acceptance of the applicable terms and conditions with the Seller without reservation before the Transaction is confirmed and accepted by Seller. The Buyer also expressly agrees to provide the location for delivery and end use of the Products being purchased.
The Buyer accepts an Offer by clicking “Order with an obligation to pay” via the Platform.
By accepting an Offer, the Buyer is legally bound to buy the Products accepted in the Offer and, as such, undertakes in particular to pay the full agreed price, unless Buyer revokes its order prior to Seller’s acceptance of the order.
The Seller will be notified, through the Platform, of the Buyer’s acceptance of the Offer. The Seller will have two (2) business days to accept the Buyer’s order through the Platform.
The Transaction status shall be visible to the Buyer and the Seller via the Platform.
Any Transaction conducted through the Platform will result in the payment of a Commission by the Seller to the Company for use of the Platform, under the terms of Article 6 of the GTCS.
As a material condition of providing the Platform, neither the Seller nor the Buyer shall circumvent or attempt to circumvent the Platform for the purchase or sale of the Products offered for sale on the Platform, particularly by completing sales with each other outside the Platform. If this term is breached, the liquidated damages stipulated in Article 8.2.4 shall apply, in addition to any other remedy available at law, equity, or otherwise.
4.2.5. Platform Currency
The Seller shall sell their Product(s) in US Dollars (US$). The Buyer may only purchase the Product(s) in US Dollars.
The Transaction payment may be made by the Buyer through the third-party payment processor to the Seller in accordance with the applicable payment terms.
4.2.7. Third Party Payment Processing
In order to pay for or receive payment for a Transaction on the Platform, the Buyer and Seller (as applicable) may elect to utilize independent third-party payment services. The Company does not process payments for Transactions on the Platform. Third party payment provider services are provided independently of the Company and the Platform, are operated by or on behalf of Balance Payments, Inc. (“GetBalance”), and are subject to the third party payment processor’s terms and conditions of service, which may be found at (Balance End-User Terms) The Buyer will be re-directed to a third-party payment services portal where User has elected to utilize such third party payment services to pay for a Transaction. The Company assumes no liability for, and the User agrees to defend, indemnify, and hold harmless the Company from and against any and all claims, losses, or liabilities arising out of or related to the User’s access or use of the GetBalance services or any other third party payment processor’s services, according to the terms of Article 8.2.5 of the GTCS. Where the User elects to use a third party payment processor, the User warrants and represents that it has the requisite power, authority and capacity to: (a) use the third party payment processor services each time it uses such services, (b) to disclose information provided to the third party payment processor to carry out the payment services, and (c) initiate debit or credit transactions and make or receive payments for Transactions in accordance with instructions provided through the third party payment service. The User further warrants and represents that its use of the third-party payment services will not violate any Applicable Laws.
In order to facilitate third party payment services, the User agrees to provide the third-party payment service with the following information, and any other information as may be reasonably necessary to facilitate third party payment services elected by the User on the Platform:
- Legal Business Name
- Bank account and routing number (On bank letterhead)
- Business Address
- Website URL
- Contact Name
- Contact Phone
- Contact Email
- Legal Business Name
- Business Address
- Website URL
- Contact Name
- Contact Phone
- Contact Email
- Payment Information as determined by selected payment option, i.e. credit card information, banking account information for ACH or Wire payments. For Buyers in the US, the Company may offer the possibility to qualify for payment terms through the use of the third-party payment service. The third-payment service may require additional information as part of their credit qualification process.
4.2.8. Taxes, Fees and Penalties
To the extent there are sales, use, VAT or other comparable taxes applicable to the Transaction, Buyer shall pay all applicable taxes. The Company shall remit and file any and all taxes to the applicable taxing authority. Company is also responsible for receiving and verifying tax exemption certificates or other related documentation. Seller is additionally responsible for all fees, fines, penalties, and any other liability incurred by itself, Company, or a third party caused by or arising out of such Seller’s breach of this Agreement stemming from the Transaction. Seller agrees to reimburse Company or a third party for any and all such liability.
To the extent a taxing jurisdiction requires Company to remit any applicable sales, use, or other comparable taxes applicable to the Transaction, Buyer shall pay all applicable taxes stemming from the Transaction. Seller is additionally responsible for all fees, fines, penalties, and any other liability incurred by itself, Company, or a third party caused by or arising out of such Seller’s breach of this Agreement stemming from the Transaction. Seller agrees to reimburse Company or a third party for any and all such liability.
4.3.Execution of a Transaction
After the acceptance of an Offer and the entering into a binding contract for the purchase and sale of Products between the Buyer and the Seller, the Buyer and Seller are solely responsible for the execution of the Transaction and any claims, losses, or liabilities that may arise out of or relate thereto. Buyer and Seller agree to indemnify and defend the Company Group in accordance with Article 2.2. In the event of conflict between the Buyer and Seller relating to a Transaction, the Buyer and Seller shall resolve their dispute according to the terms of their agreement.
Without limiting the foregoing, the Buyer and the Seller assume full responsibility for any customs formalities and any taxes and charges relating to the import or export of the Products, as well as their compliance with local regulations and all Applicable Laws.
Upon delivery of the Products in accordance with the applicable Incoterm, the Buyer must provide notification within two (2) business days in the Platform of the safe arrival of the Products. Once Buyer confirms delivery, Seller shall be entitled to payment per the terms of its agreement with Buyer. In the event Buyer fails to notify Company that delivery has not occurred within two business days, Products will be deemed to be delivered in accordance with the applicable delivery terms and Seller will be entitled to payment.
The Seller must ensure that they send the Buyer any documents necessary for the proper completion of the Transaction.
4.3.5. The Buyer and Seller agree to comply with the applicable terms and conditions of sale for each Transaction entered into on the Platform.
5. Subscription to the Platform
When Users register, they have access to the services of the Platform provided by the Company to: Buy on the platform, communicate to one another or to the platform administrator, to update user profile, provide ratings, update product, (seller only) etc..
The services permitting a User to sell on the Platform are subject to a Subscription. Subscription fees shall be in accordance with the rates published on the website, unless otherwise agreed separately in writing with the Company. All prices are stated in US Dollars excluding taxes, unless otherwise stated.
In return for the Subscription, the Company shall receive from the Seller an annual subscription fee payable on the day the Seller’s initial registration is approved. The Subscription shall be for a period of one (1) year and shall be automatically renewed at the rate published on the website for Subscriptions as of the date of renewal each year thereafter unless Seller provides Company written notice thirty (30) days prior to the expiration of the current Subscription term. Subscription fees are due in full prior to Seller having permission to sell on the Platform.
To cancel the Subscription, the User must notify the Company thirty days before the date on which said Subscription expires, otherwise the Subscription shall be renewed under the same conditions and at the current price for a new fixed one (1) year period. If the Subscription is terminated by the User during its period of validity, the User shall not be entitled to any reimbursement for fees already paid.
Subject to Article 4.2.8, User is solely responsible for any taxes or fees arising from their use of the website.
Any failure of Seller to pay amounts due to Company under these GTCS will result in an interruption of the access services to the Platform, as well as the interruption of the publication of the Seller’s Offer on the Platform.
In accordance with the implementation of new services, the Company reserves the right to change the pricing of Subscriptions.
6. Company Commission
In return for the intermediation services delivered by the Company through the Platform, the Company shall receive, from the Seller, a Commission on the price of the Products that are the subject of a Transaction.
The Commission is payable in full by the Seller as soon as a buyer’s order is accepted by Seller in accordance with Article 4.2. When the Seller’s payment is made via the third-party payment processor directly to the Seller’s bank account listed on the Seller’s account profile, the payment will be reduced by the agreed Commission. When payment to Seller is not made via the third party payment processor, Company will issue an invoice to Seller for the Commission and the invoice will be due upon receipt. As an intermediary, the Commission shall be earned and payable to Company regardless of any dispute related to the Transaction, including without limitation: (i) if the Product sales or service agreement between the Buyer and the Seller is breached or terminated; (ii) if the Products are retained by customs; (iii) if the Transaction is the subject of a dispute for product or service defects; (iv) goods not received or services not performed; or (v) non-payment by buyer.
The amount and payment terms of the Commissions are as agreed between Company and Seller. The Seller must therefore check the then-current applicable Commission at the time of posting an Offer on the Platform.
Any amounts outstanding to Company after 30 days from the date of invoice shall bear interest at the rate of 1.5% per month calculated daily, or less to the extent required by law, without prejudice to any other rights and remedies of the Company.
7. Users Obligations
Product sales or service agreement: The Buyer and the Seller acknowledge that the agreement concluded between them under the conditions of Article 4, via the Platform, is legally binding between them.
Security: The User is responsible for taking all appropriate and necessary measures for keeping their login and password confidential and secure.
The User must inform the Company immediately and take all reasonable steps including changing their password to the Platform if a password has been lost, stolen, used without authorization, hacked, or if they have reason to believe any of the foregoing has occurred.
The User is fully responsible for all activities carried out via their account on the Platform, notwithstanding access or use by a third party, even where access or use is fraudulent or unauthorized.
The User will not intentionally or unintentionally introduce any Virus to the Platform or to any other Users.
The User undertakes not to use the information and contact details provided or acquired on the Platform for purposes other than the use of the Platform for its own internal business purposes of buying or selling Products. In particular, the User shall not use such information for commercial prospecting purposes outside the Platform.
The Seller warrants and represents that:
a. it has full and complete ownership and title to the Products and all the authorizations and rights necessary to offer them for sale or sell them, and that the Products do not infringe or misappropriate any third-party rights worldwide;
b. all Products sold or offered for sale are free of any liens, pledges, claims or other rights that encumber the Products or hinder their offer for sale or sale to a Buyer;
c. it holds all the rights necessary for all information provided or made available on the Platform (in particular information about the Products, images, photos, trademarks and logos, etc.) and that the latter do not infringe or misappropriate the rights of third parties worldwide and do not constitute, in whole or in part, acts of infringement, misappropriation, unfair competition, or acts of any other nature that incurs or is likely to incur any liability for the Buyer or the Company;
d. the description of the Products in the Offer is accurate and complete; and
e. the offering for sale or the sale of Products does not violate Applicable Laws or regulations, third party rights, or the provisions of the GTCS.
If all or part of the Product or content supplied by the Seller is the subject of a dispute, claim or action by a third party (including infringement or misappropriation), the Seller undertakes to immediately withdraw its Offer in respect of the disputed Product and to inform the Company immediately in writing.
If all or part of the Product supplied by the Seller is subject to an export control measure, trade sanction, or other legal restriction, it undertakes to make it clear in its Offer. Seller agrees to provide all such aforementioned information related to the Product in the Offer.
The Company reserves the right to remove the content posted online by the Seller or its Offer upon receipt of a written notice reasonably informing Seller of the potentially contentious nature by a third party of said Product or content, without prejudice to the application of Article 8.2.5 of the GTCS or any other remedy available at law, equity, or otherwise. In any event, regardless of the merits of such information, the Company shall not be held liable as a result of the removal of the content posted or Offer.
The Seller will inform the Company immediately of any risk of economic dependence on the Company, so that the Seller and the Company can examine any adjustments to remedy this situation. In any event, and in particular (but not limited thereto), if the GTCS between the Seller and the Company are terminated, the Company shall have no liability whatsoever due to economic dependence or any other similar legal theory.
8.2. User warranties
The User warrants and represents that it has the requisite power, authority and capacity to register on the Platform, to buy or sell or offer to sell Products on the Platform, to conduct Transactions on the Platform, and more generally to fulfill its obligations and duties in the GTCS.
The User warrants and represents that it will not:
a. Copy, reproduce, modify or disclose works or any other element which is or may be eligible for protection under an intellectual property right without the permission of the owner of said rights;
b. Disrupt or attempt to disrupt the proper functioning of the Platform;
c. Publish on the Platform (including in the Offers and comment areas), any false, erroneous, misleading, defamatory, libelous, obscene or otherwise illegal or objectionable content;
d. Publish personal or identifying information without the consent of the data subjects;
e. Fail to take security measures to protect passwords or access to the Platform;
f. Access or use the Platform with another User’s login;
g. Spread Viruses or other technologies that harm the Platform or other Users connecting to it; or
h. Violate Applicable Laws in accessing or using the Platform or participating in Transactions.
The User is solely liable for direct or indirect damage caused (including to the Company Group or any third party) due to the content they publish on the Platform, the Products they sell or offer for sale, or the Transactions they enter into as a Buyer or Seller.
If the Buyer or the Seller breaches Article 4.2.4 (Platform circumvention) of the GTCS, they shall be jointly and severally liable for liquidated damages in the amount of ten (10) times the Commission that the Company would have received in respect of the Transaction if it had been carried out on the Platform, without regard to other remedies which may be available at law, equity, or otherwise. The Buyer and the Seller expressly accept the principle and the amount of this liquidated damages provision, which they acknowledge as a reasonable pre-estimate of damages suffered by the Company. These liquidated damages provision does not discharge Users from any of their contractual obligations. The liquidated damages are independent of each other and, consequently, cumulative. The application of liquidated damages shall not prejudice the Company's other rights and in particular the right to:
a. Seek damages for the actual loss or liability suffered, in addition to the liquidated damages set forth above in this Article, or
b. Terminate the User’s account in accordance with Article 13.4 of the GTCS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE GTCS, THE USER SHALL INDEMNIFY, DEFEND, HOLD HARMLESS, AND FULLY RELEASE, THE COMPANY GROUP FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING LEGAL FEES AND ATTORNEYS' FEES, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE ACCESS OR USE OF THE PLATFORM, THE PRODUCTS, ANY OFFER, SALE, OR TRANSACTION, THE COMMISSION, THE USE OF ANY THIRD PARTY PAYMENT SERVICES, AND MORE GENERALLY ANY BREACH OF THE GTCS, ALL OF WHICH SHALL BE WITHOUT PREJUDICE TO ANY OTHER REMEDY AVAILABLE TO THE COMPANY AT LAW, EQUITY, OR OTHERWISE. THIS INDEMNITY SHALL APPLY IRRESPECTIVE OF CAUSE AND NOTWITHSTANDING THE NEGLIGENCE OR BREACH OF DUTY (WHETHER STATUTORY OR OTHERWISE) OF THE INDEMNIFIED PARTY OR ANY OTHER ENTITY OR PARTY AND SHALL APPLY IRRESPECTIVE OF ANY CLAIM IN TORT, UNDER CONTRACT WHETHER AT LAW, EQUITY, OR OTHERWISE, AND EVEN IF CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY GROUP.
If the User causes a technical interruption of the Platform or the Platform’s transmission systems, the User shall be responsible for all claims, losses, liabilities, expenses, damages and costs, including reasonable legal fees and attorneys' fees, resulting from, arising out of or in connection with such interruption, without prejudice to any other remedy available to the Company at law, equity, or otherwise.
9. Business ethics
The User warrants that it has read the Company'sCode of Ethics and Anti-Corruption Code available on its website, and agrees to comply with the principles and terms and conditions set out in those documents and any successive version made available to the User.
The User undertakes both on its own behalf and on behalf of its affiliates and subcontractors of any tier, and their respective officers, directors, employees, owners or shareholders, or agents to comply with all Applicable Laws relating to the User’s access or use of the Platform and including all applicable anti-corruption laws, (including but not limited to, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, Law No. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and modernization of economic life known as the "Sapin II" Law, the Brazilian Anti-Corruption Law (Law No. 12.846/2013) or any equivalent law against corruption).
The User undertakes to adopt ethical behavior in all circumstances, particularly in the field of human rights, working conditions, environmental protection and anti-corruption measures. The User therefore warrants that they have not made or offered, and that they shall not make or offer, any payment, gift or promise, or give any advantage, directly or via intermediaries, to or for the use of any person (including civil servants), in order to influence any act or decision of such person, induce such person to do or omit to do anything in violation of his or her legal duty or to obtain any undue advantage, or otherwise do or omit to do anything that violates or could violate Applicable Laws.
The User warrants that it has adopted adequate internal compliance procedures for ensuring compliance with Applicable Laws and the ethical rules set forth in the GTCS.
9.5.The User shall promptly notify the Company of any investigation or legal proceedings brought against the User by any public authority in respect of any alleged violation of any Applicable Laws, including anti-corruption laws or ethical rules by the User or its officers, directors, employees, or agents.
The User warrants that neither it nor any of its officers, directors, employees, owners or shareholders, or agents is a sanctions target or otherwise restricted under any Applicable Laws, including without limitation, U.S. sanctions administered by OFAC (Office of Foreign Assets Control) or U.S. export sanctions and control laws, sanctions administered by Her Majesty’s Treasury of the United Kingdom, or any equivalent measures of the United Nations, the European Union, or any other applicable jurisdiction, including sanctions imposed on certain states, organizations and persons within the framework of the European Union’s common foreign and security policy.
9.7. If the User fails to comply with any provision of this Article, the Company may terminate the User's account under the conditions set out in Article 13 of these GTCS, without prejudice to any other remedy at law, equity, or otherwise.
10. Export control
The User undertakes to comply with all export control or trade sanctions under Applicable Laws.
If a Product is subject to export control or trade sanctions and may be sold subject to prior written authorization from the appropriate authority, the Seller undertakes not to offer for sale or sell without the prior written consent of the appropriate authority.
11. Company’s Limitation of Liability
11.1. Platform Availability
The Platform is made available to Users on an "as is" basis and the User agrees that its access or use of the Platform is entirely at its own risk. The Company makes no representations or warranties, express or implied, as to the quality, accuracy and/or completeness of the information provided on or communicated through the Platform. The User agrees that the Company Group shall have no liability whatsoever with respect to the access or use of the Platform or the User’s reliance upon any information on the Platform.
The Company will use its best efforts to maintain the general functioning and accessibility of the Platform. Notwithstanding the foregoing, the Company assumes no liability for:
a. the availability, access, communication and transfer speeds on the Platform, external slowdowns, suspension or inaccessibility of the Platform, or the fraudulent use by third parties of all information made available on the Platform;
b. any force majeure event, or failures and technical problems relating to hardware, programs and Internet network software that may result in the suspension or termination of the Platform;
c. Platform incompatibility or malfunctions with User hardware, software, configurations, operating systems or equipment;
d. Loss or damage to User hardware, software, or systems, in particular caused by any Virus and/or attempted intrusion; or
e. more generally, all direct, indirect or consequential losses, liabilities, or damages that may arise out of or relate to User’s access or use of the Platform, in particular any financial or commercial damage, loss of customers, any business disruption whatsoever, loss of profit, loss of brand image or loss of data, files or software incurred.
The Company reserves the right to make any modifications and improvements it deems necessary or useful to the Platform. Furthermore, Company reserves the right to temporarily or permanently suspend or terminate a service or all the services it offers on the Platform, without notice or compensation to Users.
11.2. Specific Exclusions of Liability
The Company accepts no liability for, and the User agrees to defend, indemnify, and hold Company Group harmless from and against any claims, losses, or liabilities arising out of or related to:
a. the information and content posted by Users on the Platform. If illegal content is published on the Platform, Company may remove illegal content, without prejudice to other remedies that may be available at law, equity, or otherwise; or
b. any dispute arising between the Buyer and the Seller in relation to Products, whether offered for sale or purchased on the Platform, and more generally any Transaction entered into between them, including without limitation claims for product or service defects or liability.
As the Company is not a party to any Transaction entered into between the Buyer and the Seller, the Company assumes no responsibility, duty or obligation, including without limitation for compliance with Applicable Laws, import and export regulations, or Products safety or compliance related to the Transaction.
References to goods, services, processes, or other information in connection with any trade name, trademark, manufacturer, supplier or otherwise do not under any circumstances constitute or imply any recommendation or approval thereof by the Company.
11.3. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE GTCS, THE COMPANY GROUP’S MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIM, LOSS, OR LIABILITY OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE ACCESS OR USE OF THE PLATFORM, THE PRODUCTS, ANY OFFER, SALE, OR TRANSACTION, THE COMMISSION, THE USE OF ANY THIRD PARTY PAYMENT SERVICES, AND MORE GENERALLY ANY BREACH OF THE GTCS SHALL BE LIMITED TO THE SUBSCRIPTION FEES PAID BY THE USER IN THE PREVIOUS TWELVE (12) MONTHS, AND EACH USER (INCLUDING WHEN ACTING AS A BUYER OR SELLER) AGREES TO RELEASE, SAVE, PROTECT, DEFEND, INDEMNIFY AND HOLD COMPANY GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, OR LIABILITIES IN EXCESS OF SUCH AMOUNT, REGARDLESS OF WHETHER CAUSED BY OR THE RESULT, IN WHOLE OR IN PART, OF THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER FAULT (IN EACH CASE, WHETHER SOLE, CONCURRENT, JOINT, CONTRIBUTORY, COMPARATIVE, ACTIVE, PASSIVE, OR OTHERWISE) OF ANY MEMBER OF COMPANY GROUP, OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING STRICT LIABILITY, PREMISES LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY, OR OTHERWISE.
12. Product Data and Privacy
The User agrees and acknowledges that the Company is expressly authorized to exploit the Product Data to design and implement any activity and carry out any purpose, including, but not limited to, developing and offering new digital services, free of charge or against payment, for commercial or non-commercial purposes, on any medium and by any means. User hereby grants to Company Group, a non-exclusive, sublicensable, transferable, royalty-free, perpetual, and irrevocable worldwide license and right to use, reproduce, modify, enhance, and exploit the Product Data, including all intellectual property included therein, in connection with the Company’s business operations. For the avoidance of doubt, the foregoing license shall not include any personal information.
Further, Product Data may be integrated, combined, modified, aggregated or subject to any other operation in connection with an existing database or a database created for this purpose.
12.4. The Company may transmit in whole or in part the Product Data to any person, whether affiliated or not to the Company, free of charge or against payment, on any medium and by any means.
Product Data, whether or not combined in the form of a database, may be protected by intellectual property law and in particular registered as industrial property.
The User acknowledges and warrants to the Company that the Product Data disclosed to it may be used in all the ways specified in this Article 12, without in any way infringing the rights of third parties. In any event, the User shall indemnify, defend and hold the Company Group harmless from any claim, loss, or liability under the conditions of Article 8.2.5 of the GTCS.
13. Duration, termination and ending of the GTCS
These GTCS shall be in force between the Company and the User until terminated, as set forth herein.
The termination of a User account will terminate the GTCS, and the termination of the GTCS will terminate a User’s account.
The User is entitled to terminate their account on the Platform at any time either directly through the Platform or by providing written notice to the Company. 13.4. The Company may terminate a User account in the following cases:
a. if unauthorized accounts have been created;
b. if there has been no account activity on the Platform for more than six (6) months;
c. if the Platform has been circumvented or there has been an attempt to do so;
d. and more generally, if the GTCS have been breached; or
e. for convenience by giving the User thirty (30) days prior written notice.
If a User account is terminated or the GTCS are terminated, all sums owed to the Company by the User shall remain payable. Furthermore, all Offers published on the Platform shall be immediately withdrawn and removed from the Platform.
14. Intellectual Property
Offers: The Seller assigns to the Company, on a worldwide, royalty-free basis, the nonexclusive, and assignable rights to use, copy, and reproduce the Seller’s name, trade name, brand name, trademarks, trade dress, logos and all other graphic elements or text transmitted by the Seller for publishing Offers on the Platform. This license of rights is granted for the entire period during which the Offer is published on the Platform. The Seller authorizes the Company to resize and alter the content transmitted to Company due to technical constraints or otherwise to maintain the overall visual appeal and consistency of the Platform.
Hypertext links: The Company assumes no liability for the quality, content, nature or reliability of the websites accessible via a hypertext link from the Platform or websites containing a link to the Platform.
The creation or embedding of hypertext links or metadata with the Platform is prohibited without the Company’s prior written consent.
The Platform and its content, and all right, title and interest in and to any and all concepts, data, designs, ideas, information, reports, inventions, know-how, processes, techniques, and works of authorship or the like, including without limitation, all copyrights, patents, trademarks, trade secrets or other intellectual property rights, are the Company’s exclusive property or are licensed for use from third parties. The User is prohibited from modifying, copying, or reproducing the Platform or any of its elements without the Company’s prior written consent.
The User acknowledges that the Company or its licensors own all of the intellectual property rights of the Platform and its content and no right or license to such intellectual property is granted to a User by the GTCS.
The User undertakes not to reproduce the template or use any template reproduction techniques to integrate any part whatsoever of the Platform without the Company's express written consent. The User shall not integrate metatags or other hidden text using the Company’s name or trademarks and service marks without the Company’s express written consent.
The words "Vallourec", "BEHUB-E", the Vallourec and BEHUB-E logos and the products and services described on the Platform are trademarks, trade names or service marks of the Company and its licensors or are the property of their respective owners. These marks must not be copied, or used, in whole or in part, without the prior written consent of the Company or their respective owners and, if this permission is obtained it shall be conditioned on the use of intellectual property references to protect same. Furthermore, page headers, customized graphical representations, button icons and text may be service marks, trademarks or trade dress of the Company and must not be modified, copied, or used in whole or in part, without the Company’s prior written consent.
Any other use of the Platform's content, in particular, the modification, dissemination, transmission, exploitation, broadcasting, publication, downloading, licensing, reverseengineering, transfer, sale or creation of derivative works from any element, information, software, product or service obtained from the Platform, or the use of the Platform for activities in competition with those of the Company, is expressly prohibited.
15. References / Advertising
The User agrees to allow the Company Group to reproduce its name, company name, trademark and logo in order to include it on any medium on a worldwide and royalty-free basis, and in particular on its website, among its references as a user of the Platform.
The User undertakes to keep confidential all data, information, and documents of any nature and in any form, whatsoever concerning the Platform or to which they have access to via the Platform, and not to disclose the information, in any form or to any third party whatsoever, without the Company’s prior written consent. The User undertakes not to use this confidential information for any other purpose than the execution of the GTCS. This confidentiality obligation shall be binding on the User for a period of five (5) years after the GTCS have been terminated. The User shall ensure that all confidential information is only provided to those persons or persons contracted by them (contractors, subcontractors) on a reasonable need-to-know basis in accordance with the purpose. Confidential information that the User may be required to disclose pursuant to a legal or regulatory provision may only be disclosed after prior notification to the Company and provided that the disclosure is limited to what is strictly necessary.
17. General provisions
Applicable law: The GTCS shall be governed in accordance with the laws of Texas, without regard to conflict of laws principles. Disputes shall be finally settled by an arbitration panel, in accordance with the latest current version of the Rules of American Arbitration Association by arbitrators appointed in accordance with the said Rules. Arbitration proceedings shall be conducted in Houston, Texas, and in the English language. The decision of the arbitrators shall be final, binding, and enforceable upon the parties and judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In the event that the failure of a party to comply with the decision of the arbitrators requires either party to apply to any court for enforcement of such award, the non-complying party shall be liable to the other for all cost of such litigation including attorneys’ fees.
Changes to the GTCS: The Company reserves the right to amend the GTCS at any time by providing written notice to the User.
Assignment of the GTCS by the User: The GTCS may not be assigned by the User, in whole or in part, without the Company’s prior written consent.
Assignment of the GTCS by the Company: The Company may sell, transfer, or assign the GTCS to any person or entity without the User’s consent. The User expressly acknowledges that the assignment of the GTCS by Company shall be fully enforceable.
Construction: The rule of construction that any ambiguity in an agreement be construed against the drafter of such agreement shall not apply to the GTCS. 17.6. Invalidity: If any provision of the GTCS is found to be void, invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not impair or affect the remaining provisions of the GTCS or the validity or enforceability of such provision in any other jurisdiction.
Non-waiver: Any failure by the Company to enforce any provision of the GTCS shall not be deemed to be a waiver of such provision.
Entire agreement: The GTCS constitute the entire agreement between the Company and the User concerning the subject matter hereof.
Non-waiver: The non-application by the Company of any provision of the GTCS or its mere tolerance of any breach by the User, temporarily or permanently, may under no circumstances be considered a waiver of the Company’s rights.
Survival: All clauses which, due to their context, are intended to survive beyond the termination of the GTCS shall remain effective. In particular, this includes, but is not limited to, Articles 5, 7, 8, 11, 12, 14, 15, 16, and other provisions intended shall survive such termination.
Agreement on Proof: The entry of the required information, the acceptance of these GTCS, the placing or confirmation of the order, or any other request made electronically has the same value as a handwritten signature on paper between the Parties. The Company and the User acknowledge and agree that electronic exchanges have the same probative value as a document written on paper, provided that the person from whom it originates can be duly identified and that it is drawn up and kept under conditions that guarantee its integrity. Consequently, the Company and the User undertake not to dispute the content, reliability or probative value of a document and the information it contains solely on the grounds that this document is drawn up on an electronic medium and not on paper.
Enforcement: If any legal action, arbitration or other proceeding, is brought by or against Company for the enforcement of this agreement, or because of an alleged dispute, breach or default in connection with any of the provisions of this agreement, Company shall, upon prevailing, be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, including any appeal of such action or proceeding, in addition to any other relief to which Company may be entitled.