Terms & Conditions

Terms and Conditions

The following provisions describe the terms and conditions (hereinafter, the “Terms and Conditions”) to your access and und use of www.kadorf.com (the “Website”). This document is a legally binding agreement between you (the “User”) and Kadorf GmbH (hereinafter, “Kadorf”), entered into the commercial registry of Amtsgericht Charlottenburg under HRB 174383, with its registered address in Berliner Straße 86, 13507 Berlin, Germany.

Article 1

Definitions

Company Information – Company Information of a User shall include its name or social denomination, address, contact details, tax registration number, affiliates and/or partners, number of employees, social media profiles, websites, company description, and company’s license, logo, proofs of status of official distribution, methods of payment, and any other information uploaded to the online platform for the purpose of creating a User Account.
Products – The Products shall include, but are not limited to, mobile phones, smartphones, tablets, accessories, smartwatches, drones, gaming products, IT products and services, and home appliances.
Team Member – A team member shall be any individual(s) who operate the User Account on behalf of the User and who are duly authorized to act on behalf of the User before Kadorf and/or other Users.
User – Any legal person or individual who creates a User Account in order to connect and interact with other Users who offer, sell and/or purchase Products as wholesales and/or other relevant business partners.
User Content – Any and all information, content or material (including personal information) posted or displayed by the User in the online platform, whether through its User Account or not.
Website Content – Any and all information, content, or materials (including User Content) posted or displayed on the Website or uploaded to the online platform by Kadorf, Users or third parties.

Article 2

Application and Acceptance of these Terms and Conditions

Kadorf owns and operates the Website, which provides an online platform for Users to connect and interact with other Users who offer, sell and/or purchase the Products or otherwise facilitate the wholesale of the Products as their business model. The use of the Website by the Users is subject to these Terms and Conditions, the Privacy Policy and any additional terms posted on the Website. These Terms and Conditions are applicable mutatis mutandis to any applications and tools made available by Kadorf in connection with the online platform.
By creating a User Account, the User agrees to be bound by these Terms and Conditions, the Privacy Policy and any additional terms posted on the Website.
Kadorf reserves the right to change these Terms and Conditions, the Privacy Policy and any additional terms posted on the Website from time to time, including to account for new services and technologies, changes in the applicable rules and regulations as well as for other similar legitimate purposes. We recommend that you should regularly check these Terms and Conditions, the Privacy Policy and any additional terms posted on the Website for changes or updates. In order to change these Terms and Conditions with retrospective effect, Kadorf will give the User prior notice (at least two weeks) of any modifications, additions or removals to the Terms and Conditions with the possibility for the User to object. The notification will expressly stipulate the consequence of not responding to the notice.
The continued use of a Free User Account by the User shall constitute full acceptance of the current Terms and Conditions. The subscription to Silver and Gold User Accounts shall automatically incorporate the Terms and Conditions applicable at the time of subscribing or renewal of the subscription.

Article 3

User Accounts

User Accounts may be created only by legal persons or individuals who create the account in the furtherance of their economic activities in relation to the wholesale of Products. Only individuals over the legal age and with full legal capacity to form binding contracts are authorized to create User Accounts. User Accounts are not transferable.
Upon creating User Accounts, the User consents to inclusion of its Company Information in Kadorf’s User Database, and authorizes Kadorf to share said Company Information with other Users, Kadorf’s affiliates or - in specific cases - with third parties particularly for marketing purposes of the website. Users’ Company Information as well as potentially personal information shall be shared based on Kadorf’s Privacy Policy.
Users may subscribe to packages for Free, Silver or Gold User Accounts. The subscription to Silver and Gold User Accounts is subject to payment of non-refundable fees, and limited in time to one year from the date of subscription. The subscription package for Free User Accounts is not subject to payment and is not limited in time.
Payment for the subscription to Silver and Gold User Accounts shall be made in the act of subscription to said accounts through the Registration Section of the Website. Upon confirmation of payment, the User shall be eligible to have access to the features of the Silver or Gold User Account. The method of payment used by the User to subscribe to a Silver or Gold User Account shall be kept in record by Kadorf. The method of payment shall form part of User’s Company Information but shall not be made available to other Users in Kadorf’s User Database.
The renewal of the subscription to a Silver and/or Gold User Account shall be made in the “My Account” setting on the Website. The membership to Silver and/ or Gold accounts will not be renewed automatically. Users will be able to renew their subscription one month prior to the expiration of the one-year term set in para. 3 above.
In case a User does not renew the subscription to its Silver and/or Gold User Accounts, or in case no eligible method of payment is chosen by the User for the renewal, the respective User Account shall be downgraded to a Free User Account immediately after the expiration of the subscription.
Kadorf reserves the right to offer, from time to time and without prior notice, reduced fees or special offers for subscriptions to Silver and/or Gold User Accounts. Kadorf may at any time decrease or increase the fees for subscription to new accounts or renewal of subscription to Silver and/or Gold Accounts.
Upon subscription to Free, Silver or Gold User Accounts, Users will be entitled to a specific number of Team Member login details. Each Team Member login details may only be assigned to one individual which will be authorized to act on behalf of the User before Kadorf and/or other Users.
Each User is solely responsible for maintaining the confidentiality and security of its User Account details and Team Member login details and security passwords. Users are not allowed to permit the use of their User Account or Team Member login details if not by the individuals authorized pursuant Art. 3 para. 8 of these Terms and Conditions. The User agrees to immediately notify Kadorf if it becomes aware of any unauthorized use of its User Account or breach of confidentiality and security of its (or its Team Members) login details.
The User agrees that all activities that occur under its User Account will be deemed to have been made by the User. The User acknowledges that sharing access to the User Account with third parties may cause irreparable damage or harm to Kadorf and to other Users. The User shall indemnify Kadorf, its affiliates, directors, officers, employees, agents and representatives against any loss or damage (including loss of profit), suffered as a result of the use of its User Account by persons or individuals not authorized under para. 8 above.
Kadorf reserves the right to refuse registration of a User or creation of a User Account without needing to provide any reasons for said refusal.

Article 4

Transactions

Kadorf is a wholesale community aimed at connecting Users without providing a platform for the sale of goods or any other form of exchange of items. It does not offer any facilitation for the sale of goods, e.g. providing compulsory information for online sales or any other form of compliance with regulatory regimes for how to indicate prices or how to indicate delivery times etc.
The User understands that Kadorf is not bound by any offers made in the online platform, nor is directly involved in any transactions thereby concluded among the Users. Kadorf has no control over any aspects of transactions made via the online platform, nor acts on behalf of any Users in respect of these transactions. Kadorf’s only obligation towards Users is to provide access to, maintain and manage the online platform.
Kadorf is not liable for the existence, conformity, quality, lawfulness, or availability of Products offered, sold or purchased via the online platform. Kadorf is not liable for any damages caused by these Products, nor is liable for representations and warranties made by Users in conduct of their business in the online platform.
Users are aware that, despite Kadorf’s verification of the information provided for registration of Users and creation of User Accounts, there may be risks of false pretences or fraudulent schemes that Kadorf is not able to know or verify. For this purpose, Kadorf does not guarantee nor shall be liable for any aspects of transactions or representations made by Users made via the online platform.

Article 5

Warranties and Representations

The User warrants and represents that it
1. has full power of authority to accept these Terms and Conditions and to perform all of the obligations hereby established. The User also warrants that all Information submitted in the Registration Section in the act of subscription to the User Account is accurate, true, current and complete. The User shall keep all of its Company Information accurate, true, current and complete at all times.
2. has given full power of authority to its Team Members to act on its behalf before Kadorf and/or other Users, including, but not limited to, powers to make binding offers and to execute agreements on behalf of the User.
3. has the authorization and/or licenses required by law (regardless of whether or not they arise under the Applicable Law indicated under Article 10 or under any other law) to offer to sell, sell, trade, distribute, import or export the Products, and that such offer to sell, sale, trade, distribution, importation or exportation, does not violate laws or the rights of third parties.
4. understands that any communication, offer or information in breach of these Terms and Conditions, the Privacy Policy and/or additional terms shall be deleted by Kadorf without prior notice to the User. The Users furthermore understand that Kadorf is entitled to delete any User Accounts connected to offers or representations made in breach of these Terms and Conditions, the Privacy Policy and any additional terms posted on the Website without prior notice to the User.
5. shall use the online platform, the Website, and its User Accounts and services solely for the purpose of connecting to business partners offering, selling and/or purchasing the Products or otherwise facilitating the wholesale of the Products as their business model, in compliance with these Terms and Conditions, the Privacy Policy and any additional terms posted by Kadorf.
6. shall not make offers or transactions that violate any intellectual property rights or trade secrets of Kadorf or of third parties. The User understands that it is the sole responsibility of the User to obtain all necessary third-party licenses and permissions for the use of copyrights, patents, trademarks, or any other intellectual property rights, in connection with the communication regarding the Products via the online platform, or in connection with any User Content uploaded to or displayed in the online platform by the User.
7. has the right, authorization, or power to grant any and all licenses pursuant Article 6 of these Terms and Conditions.
8. shall make its offers and conduct its transactions diligently, in accordance with good business practices, in compliance with all legal requirements (regardless of whether or not they arise under the Applicable Law indicated under Article 10 or under any other law), in a manner which will not reflect unfavourably on the goodwill and reputation of Kadorf.
9. shall observe the rules of fair competition in all jurisdictions relevant to offers made, and transactions executed as a consequence of connections made through the online platform.
10. shall at all and any time comply with any sanctions and embargoes in place in its home country, as well as any and all sanctions and embargoes in place in the European Union.
11. shall pay, at its own responsibility and at its own cost, all taxes, fees, and duties incurred in connection with the formation and/or operation of its business.
12. is using the platform and website solely to conduct B2B communications with other Users and that it is not acting as Consumer pursuant to Directive 2011/83/EU.
Kadorf may modify, upgrade, impose new conditions to, suspend or stop the provision of features of the Website and/or the online platform without prior notice to the User at any time. If the feature to be changed pursuant to these provisions is part of the exclusive features of Silver and/or Gold User Accounts, Kadorf shall notify the Users of the change within two weeks after the relevant change occurred.
Kadorf may allow Users to access content, products or services offered by third parties through hyperlinks (in the form of link, banners, channels or otherwise) to such third-party websites. These links are provided solely as a convenience to the User and not as an endorsement by Kadorf of the content on such third-party websites. The User acknowledges that Kadorf has no control over such third-party websites, does not monitor such third-party websites, and shall not in any way be responsible or liable for such third-party website, or any content, products or services made available on it. If the User accesses linked third-party websites, it does so at its own risk and in accordance with the prevailing terms and conditions of such third-party websites. Users are cautioned to read the terms and conditions and/or privacy policies before using any such third-party websites.

Article 6

Intellectual Property

By uploading User Content to the online platform, and to the extent permitted by the applicable laws and regulations, the User grants an irrevocable, non-exclusive, unlimited, royalty-free, transferable, license to Kadorf for display, transmission, distribution, reproduction, publication, translation, and use in any other form, media, or technology, in any manner and for any purpose beneficial to the operation of the online platform, the Website, or any other applications and tools made available by Kadorf in connection with the online platform.
The User shall use the Website domain name, the Website Content, the online platform and the Trademarks solely for the purpose of connecting with other Users offering, selling and purchasing Products or otherwise facilitating the wholesale of the Products as their business model. The User may not copy, reproduce, modify, sell, extract, reuse, transmit, publish, display, or in any other form or through any media, exploit the Website domain name, the Website Content, the online platform and the Trademarks without prior written consent of Kadorf.
In particular, the User shall not copy, reproduce or download any of the Website Content for the purpose of re-selling or re-distributing the Website Content, operating a business that competes with Kadorf’s online platform, or otherwise commercially exploit the Website Content if not pursuant to these Terms and Conditions. Any systematic retrieval of Website Content destined to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Kadorf is strictly prohibited.
Kadorf is committed to helping people and organizations protect their intellectual property rights. Users agree not to violate someone else's intellectual property rights when using the Website, including their copyrights and trademarks.
The User shall notify Kadorf of any breaches of Article 6 of these Terms and Conditions immediately after becoming aware of them. To report copyright and/ or trademark infringements (such as a User's profile picture, profile names, or messages) and request that Kadorf remove any infringing content it is hosting, Users and/or other affect parties shall email a completed copyright and/or trademark infringement claim with all relevant information to info@kadorf.com. Users or affected parties can also mail a complete copyright and/or trademark infringement claim to:

Kadorf GmbH Berliner Straße 86 13507 Berlin Germany

Before reporting a claim of copyright and/or trademark infringement, Users and or affected parties are urged to contact the relevant User that is believed to be infringing copyrights or trademarks in order to resolve the issue directly.

Article 7

Suspension or Termination of User Accounts

Kadorf reserves the right to temporarily suspend User Accounts at any time, without prior notice to the User, if:
1. Kadorf has reasonable ground to suspect that the information provided by the User is inaccurate, not current, or incomplete;
2. Kadorf considers the User’s Content and actions towards and treatment of other Users to be unprofessional or disrespectful in any way;
3. the User has been inactive (not logged into his account) for a period of 6 months;
4. the User uses data from the website in an automated way for purposes not directly linked to the purposes of the Website as set out in these Terms and Conditions;
5. other Users complain about the abusive use of Website functions by a User, e.g. a User contacts other Users systematically via the Website without the permission of the other User, or a User leaves false or disrespectful reviews on another User’s profile;
6. there is reason to believe that a User systematically uses duplicated accounts;
Kadorf reserves the right to terminate User Accounts at any time, without prior notice to the User, if:
1. Any of the reasons for suspension of the User Accounts persist, or if Kadorf deems the reason for suspension is grave enough to result in termination of the User’s Account;
2. The User breaches any provisions of these Terms and Condition, the Privacy Policy, the Listing and Transactions Policy, or any additional terms posted on the Website by Kadorf;
3. Kadorf has reasonable ground to suspect that the information provided by the User is untrue;
4. Kadorf has reasonable ground to believe that the actions of the User may cause financial loss or legal liability to Kadorf or any other Users;
5. the use of the Website by a User may lead to the thread of imposition of sanctions against Kadorf in any jurisdiction.
The User may terminate its Free User Account at any time by sending an E-Mail to info@kadorf.com. Kadorf must be notified of the termination of a subscription of a Silver or Gold User Account at least one month prior to the end of a term of a subscription.
Termination of the User Account, whether justified by para. 2 above or done by User’s own accord as per para. 3, shall not entail refund of the subscription fees referred to para. 3 of Article 3.
Upon termination of the User Account, the User shall no longer be authorized to use to proprietary rights referred to in para. 3 of Article.

Article 8

Indemnification by the User

The User agrees to indemnify, defend, and to hold harmless Kadorf, its affiliates, directors, officers, employees, agents and representatives, against any and all expenses and losses (including reasonable attorney fees and costs), incurred by Kadorf in connection with any claims, judicial or administrative proceedings, or criminal investigations, arising out of or in connection with the User’s use of the online platform, the Website, or the Website Content in violation of these Terms and Conditions, the Privacy Policy, the Listing and Transactions Policy and any other additional terms posted by Kadorf. The User shall, upon demand by Kadorf or any third party nominated by Kadorf, make whatever in-court or out-of-court declarations and provide whatever documents are required or appropriate to defend Kadorf against third-party claims.

Article 9

Limitation of Liability

Kadorf will do its best to ensure that availability of the Website and other services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. The User’s access to the Website and other services may be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. Kadorf will attempt to limit the frequency and duration of any such suspension or restriction.
Kadorf is liable if damage is caused by an intentional or gross negligent breach of duty by Kadorf or one of its legal representatives or vicarious agents.
In addition, Kadorf is liable for slight negligent breach of essential obligations. Essential are those obligations the breach of which puts at risk the achievement of the contractual purpose, or the performance of which enables the fulfilment of the contract and is regularly trusted on by the User. In this case, Kadorf however is only liable for foreseeable damage typical of the contract. Kadorf is not liable for slight negligent breaches of any other obligations than those mentioned in the previous sentences.
The aforementioned limitations of liability do not apply for damages from injury to life, body or health, for a defect after a guarantee for the condition of a product or for fraudulently concealed defects. To the extent the liability of Kadorf is excluded or limited, such exclusion or limitation also applies to the employees, legal representatives or vicarious agents of Kadorf.

Article 10

Governing Law and Dispute Resolution

The User agrees that, except where mandatory provisions or regulations of other jurisdictions apply, the present Terms and Conditions shall be governed by the laws of Germany.
Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Berlin. The language to be used in the arbitral proceedings shall be English.

Article 11

Miscellaneous

The Privacy Policy and any additional terms to the use of the online platform posted by Kadorf are integral part of these Terms and Conditions.
The headings of the Articles of these Terms and Conditions are for convenience only and shall not be considered for the interpretation of these Term and Condition or their acceptance by the User.
If one or more provisions of these Terms and Conditions, including the Privacy Policy and any additional terms to the use of the online platform posted by Kadorf, becomes totally or partially invalid or void, or if it contains a gap, the validity and enforceability of other provisions shall not be affected. In such case, Kadorf shall replace any invalid or void provisions with a valid provision which comes closest to what these Terms and Conditions originally intended.
No failure or delay by Kadorf to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor it shall preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.