Terms of use

reCommodity General Terms of Use

reCommodity is a B2B marketplace operated by Global trade services AB, Sweden (“reCommodity”, and such marketplace the “reCommodity Platform”), for the agricultural industry enabling the listing and matching of suppliers and buyers and products, the comparison of product listings and availabilities as well as convenient communication. The use of the reCommodity platform is subject to these General Terms of Use (the “Terms of Use”) and the commercial terms of the applicable subscription for the use of the reCommodity Platform or certain of its features, as the case may be (the “Subscription Terms”).

1. ADMISSION AND REGISTRATION

1.1 The reCommodity Platform may only be used by professional suppliers and (prospective) buyers of agricultural products (collectively “Users” and individually a “User”). Non-professional use for private purposes (i.e., private consumers in the sense of applicable law) will not be admitted to the use of the reCommodity Platform.

1.2 The following requirements have to be met cumulatively to be eligible for registration as a User on the reCommodity Platform:
• Be accepted or verified by our third party verification company
• registered company; valid VAT/GST number.
• Furnish address proof through a recent utility bill in the company’s name 
These requirements are subject to change from time to time, including the introduction of additional requirements.

‍1.3 By completing the registration (either by entering registration data itself or confirming registration data compiled by reCommodity for the User and sent to the User for verification), the User submits an offer to reCommodity to enter into an agreement for the use of the reCommodity Platform which is exclusively based on these Terms of Use; any terms and conditions of the User are rejected and shall not be applicable. reCommodity may accept or reject such offer by the User in its sole discretion.

1.4 Upon registration, reCommodity may, but shall not be obliged to, subject the User to the following verifications and checks which may be carried out via external service providers:

• Verification of tax numbers and company addresses;

• blacklist check with a view to requirements under applicable trade legislation regarding economic sanctions, money laundering, etc.; and credit check.

• Individual (personal) check on the user with;

• First name

• Last name

• Date of birth

• Date of expiry

• Document number

• Date of issue

• Personal number

These verifications and checks are subject to change from time to time, including the introduction of additional checks.

1.5 Notwithstanding Section 1.4, the User represents and warrants and shall be solely responsible that any information and data provided or confirmed by it in the course of registration is true, accurate and complete. reCommodity shall not be obliged to review, verify or correct any such information and data. The User shall notify reCommodity without undue delay of any changes to such information, in particular changes in the circumstances which are relevant pursuant to Section 1.1 for admission to the use of the reCommodity Platform.

1.6 The reCommodity Platform is provided subject to the current state of technology. Availability is subject to interruptions due to maintenance, improvements or security measures, and to unscheduled downtime due to technical problems, external interference with reCommodity’ systems and disruption of Internet connectivity. reCommodity will reasonably consider the Users’ business interests when scheduling maintenance. reCommodity reserves the right to limit or suspend access to the reCommodity Platform in its sole discretion and with reasonable consideration of the Users’ business interests if it considers this necessary with a view to maintaining the security, integrity, availability or performance of the reCommodity Platform; Section 8.6 shall remain unaffected. reCommodity may change the appearance and functionality of the reCommodity Platform from time to time without materially impairing the functionality offered to the User.

2. PRODUCT REGULATORY COMPLIANCE

2.1 Suppliers must comply with applicable regulations on the commercial sale of agricultural products.

2.2 Irrespective of the foregoing, reCommodity is not responsible for ensuring and does not guarantee that the products comply with any regulatory requirements and have all required regulatory registrations. This shall remain the respective Supplier’s sole responsibility.

3. PRODUCT LISTING AND PRODUCT DETAIL PAGE

3.1 General information about reCommodity are publicly accessible on the internet through the reCommodity website. Information on product listings, catalogue information list prices and product availability are only available to registered, verified and matched Users. The range of products which are visible on the reCommodity Platform may depend on the type of subscription for the use of the reCommodity Platform purchased by a Supplier and/or a Buyer.

3.2 reCommodity reserves the right, but shall not be obliged, to revise, modify, supplement, remove or correct information and data provided by Suppliers for inclusion in the Product Detail Page (listing page) with a view to achieving a consistent user experience for Buyers and to improve information quality. In such case, reCommodity will propose such changes to the Supplier and the Supplier shall be responsible for reviewing and implementing such changes in the Product Detail Page (listing page). In any case, the Supplier remains fully and solely responsible for the accuracy, content and legality of the information provided on the Product Detail Page (listing page); Section 2.2 shall apply accordingly.

3.3 Any product listing on the reCommodity Platform has to fit into at least one product category, application or industry according to the reCommodity product catalogue as applicable from time to time. Listing a product that does not fit into any existing product category requires approval by reCommodity, and reCommodity may choose in its sole discretion to create a new product category.

3.4 The Supplier acknowledges and agrees that due to technical reasons a new product listing (i) may not be searchable by keyword or category for up to 2 hours during normal operation and (ii) may still be accessible and searchable on the reCommodity Platform for some time after delisting. reCommodity does not guarantee exact listing durations.

3.5 Any information displayed or otherwise made available through the reCommodity Platform is in English. Any translation of such information (including the translation service pursuant to Section 5.2) shall be provided for convenience only. Solely the English language version of any information provided on the reCommodity Platform shall be binding.

4. SALE AND PURCHASE OF PRODUCTS

4.1 reCommodity acts as an intermediary only and does not itself list, offer or sell any products on the reCommodity Platform, nor does it have possession of any such products or verify their quality. Any agreements for the purchase of products are entered into solely and directly between the respective Supplier and Buyer. reCommodity is not party to and has no responsibility or liability under any of these agreements or in relation to any of the products.

5. ADDITIONAL SERVICES, MODIFICATIONS

5.1 The User may choose to have information displayed or otherwise made available on the reCommodity Platform translated into certain offered languages other than the standard language English. This feature may not be available for all types of information and communication on the reCommodity Platform. Such translation is generated automatically by means of artificialintelligence. The User acknowledges and agrees that
(i) such translation is provided for convenience only,
(ii) it may be inaccurate or incomplete,
(iii) that the User should not rely on such translation under any circumstances, in particular when entering into legally binding agreements on the reCommodity Platform, and
(iv) that it is used by the User at its own risk. reCommodity shall not be responsible for any damage caused by any inaccuracy, incompleteness or other errors or faults in any such translation, including any transactions which are affected by any miscommunication resulting from the use of such translation.

5.2 reCommodity may offer additional services in the future and reserves the right to discontinue, modify or replace existing features and services at any time in particular to reflect changing regulatory or legal requirements, to further develop the reCommodity Platform or its business model or for other operational and business reasons. reCommodity will reasonably consider the User’s legitimate interests when making such changes. reCommodity will notify the User of any changes which could affect the use of the reCommodity Platform more than insubstantially no less than one months in advance.

6. PAYMENT

6.1 Any payment relating to the sale and purchase of products shall be effectuated between the Supplier and the Buyer and does not involve reCommodity. reCommodity does not provide any financial guarantees to either the Supplier or the Buyer. The Supplier bears the payment risk. reCommodity reserves the right, but shall not be under an obligation, to collect credit rating information on Buyers to increase trust on the part of Suppliers.

6.2 The use of the reCommodity Platform or certain of its features may be subject to a fee as set out in the Subscription Terms. In case of a trial period, such fee shall only apply after the lapse of such trial period. reCommodity may offer additional services (including the additional services set out in Section 5) against a charge or make access to the reCommodity Platform subject to payment of a fee in the future.

6.3 Any fees payable for the use of the reCommodity Platform, including fees for any additional services, shall apply exclusive of VAT and will be invoiced by reCommodity depending on the model chosen by the User. It will be further stated in the Subscription Terms document.

7. COMMUNICATION

7.1 The User is solely and fully responsible for any of its communication through the reCommodity Platform, including any chats via the reCommodity messaging function.‍

7.2 Any communication between Users or by reCommodity to Users shall be deemed received by the respective User upon receipt of such communication through the reCommodity messaging function or, if sent by e-mail, upon receipt of such e-mail by such User in the account specified during registration for the reCommodity Platform.

7.3 With respect to any communication exchanged between Users over the reCommodity Platform, reCommodity acts as a messenger (intermediary) only and not as representative or agent of either User. None of the Users has authority to act on behalf or in the name of reCommodity, nor does reCommodity act on behalf or in the name of any User.

7.4 The User consents to the transfer of data and information communicated by such User through the reCommodity Platform. Such data and in particular any data or communication relating to a purchase transaction between a Supplier and a Buyer will not be disclosed by reCommodity to any third party other than the Supplier and Buyer who are party to such transaction.

7.5. reCommodity reserves the right, but shall not be obliged, to view and monitor or otherwise access and to analyze (including by means of artificial intelligence) communication through the reCommodity Platform to facilitate negotiations between a Supplier and a Buyer and to improve and extend the functionality of the reCommodity Platform. In doing so, reCommodity does not take over any responsibility or liability in relation to the negotiations between a Supplier and a Buyer or their outcome. Any such access to and analyzing of communication through the reCommodity Platform is subject to the confidentiality provisions in Section 11 and is carried out in compliance with applicable data protection law and the reCommodity data protection information which is available at www.recommodity.com/privacy

8. FURTHER USER OBLIGATIONS

8.1 The User shall keep the access credentials for the reCommodity Platform strictly confidential and shall not share them with any third party.

‍8.2 The User shall be solely responsible:‍

(a) for ensuring that any information it provides on the reCommodity Platform (including any information on the Product Detail Page and any information about itself is true, accurate and complete and is kept up to date;‍

(b) for ensuring that its presence and communication on the reCommodity Platform complies with applicable legal requirements;

(c) for storing and creating regular backups in accordance with best industry practice of any data related to the purchase transactions entered into through the reCommodity Platform;

(d) for any activities, in particular any contractual declarations, that occur on the reCommodity Platform under its accounts or passwords;

(e) for ensuring that access credentials for the reCommodity Platform are not shared or otherwise made available.

8.3 The User must not use the reCommodity Platform:‍

(a) for any purposes other than selling or purchasing, as the case may be, agricultural commodity products listed on the reCommodity Platform in the course of its ordinary business;

(b) for any activities or in any manner which is unlawful under any applicable laws of any country, including export control laws and anti-trust laws; or

(c) to distribute or transmit
(i) unsolicited advertising or promotional material, except with the recipient’s consent,
(ii) advertising or promotional material related to products or services not offered on the reCommodity Platform, except with the recipient’s consent,
(iii) any content that violates any intellectual property or other rights of any third party,
(iv) any content which is false, defamatory, obscene, pornographic, indecent, discriminatory, abusive, or otherwise violates any applicable laws, or
(v) any harmful or malicious materials including viruses, Trojan horses or worms.

8.4 The User must not do or attempt to do any of the following:

(a) Grant the use of or otherwise disclose its access credentials for the use of the reCommodity Platform to any third party;
(b) manipulate prices, e.g., by collaborating with intermediaries or using fake profiles;
(c) gain unauthorized access to any portions or areas of the reCommodity Platform for which access has not been expressly granted to the User by reCommodity;
(d) obtain or recreate any access credentials of any other Users by hacking, password mining or similar means;
(e) block, falsify or otherwise interfere with any information or data communicated by other Users over the reCommodity Platform, or use any information provided by other Users outside the reCommodity Platform or otherwise for any purpose other than the initiation or implementation of purchase transactions over the reCommodity Platform; or take any action or do anything that could impair the security, integrity, availability or performance of the reCommodity Platform.

8.5 The User shall notify reCommodity without undue delay if it encounters any issues or malfunctions during the use of the reCommodity Platform.

8.6 Without limiting other legal remedies available to reCommodity, reCommodity may, but shall not be obliged, to
(i) limit, restrict, suspend, or terminate User account(s) and access to the reCommodity Platform in whole,
(ii) remove or otherwise restrict the visibility of product listings of a User, and
(iii) take technical and legal steps to keep the User from accessing and using the reCommodity Platform to protect the integrity, stability and security of the reCommodity Platform as well as other Users if reCommodity has indication that such User violates its obligations and/or the use restrictions applicable in relation to the reCommodity Platform under these Terms of Use, in particular in case of violation of this Section 8. This shall apply accordingly if reCommodity, despite using reasonable endeavors, is unable to verify or authenticate any information provided by a User. Depending on the circumstances, including without limitation the severity and impact of such violation on the reCommodity Platform,
(i) reCommodity will provide the respective User reasonable advance notice of such measures and give the User opportunity to remedy such violation or
(ii) notify the respective User without undue delay after such measures have been taken, and give the User opportunity to comment on the circumstances which caused reCommodity to take these measures.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 reCommodity reserves all intellectual property rights in the reCommodity Platform and any underlying software, algorithms, databases and content. Except as otherwise expressly provided, no rights in any such intellectual property is transferred or granted to the User beyond the non-exclusive, non- transferable and non-sub-licensable right to access the reCommodity Platform during the term of the agreement for use with reCommodity, and subject always to these Terms of Use.

9.2 The User may not copy, reproduce, distribute, display, transmit, modify, create derivative works or reverse engineer any portion of the reCommodity Platform or any information, data and other content made available by other Users through the reCommodity Platform. The User must not use any robots, spiders, crawlers, deep links or any similar technology, devices or manual processes to systematically and/or repeatedly access and collect information made available through the reCommodity Platform.

9.3 The User grants reCommodity the non-exclusive, royalty-free, transferable, sub-licensable worldwide right to use any information, data and other content provided or submitted by the User for the purpose of operating the reCommodity Platform.

10. DATA PROTECTION

10.1 reCommodity processes personal data received from the User in compliance with applicable data protection law and the reCommodity data protection information which is available at www.recommodity.com/privacy.

11. CONFIDENTIALITY

11.1 Either party shall treat as strictly confidential and not disclose, enable access to or use any information, data, documents or materials in any form (whether written, electronic, graphic, visual, oral or otherwise) and any copies of the foregoing that are provided by either party to the other or which otherwise become accessible or known to a party, including any such materials provided by other Users and including in particular any communication in connection with the negotiation and conclusion of purchase transactions on the reCommodity platform (including any requests, proposals,quotes or offers exchanged between a Supplier and a Buyer (in each case, “Confidential Information”). Both parties shall use all reasonable endeavours to prevent any access by third parties to such Confidential Information.

11.2 Confidential Information shall however not include any information which
(i) is in the public domain,
(ii) subsequently enters into the public domain, except through disclosure by a party in breach of any undertaking under these Terms of Use; or
(iii) is or becomes available to either party from a third party, provided that such third party is not in breach of any confidentiality obligation in relation to such information.

11.3 This Section 11 shall not prohibit disclosure or use of any information if and to the extent:
(a) the disclosure or use is required by law or any regulatory body, provided that, to the extent legally permitted, the party so required to disclose Confidential Information shall notify the other party without undue delay and reasonably cooperate with the other party in the defence of such request and/or to obtain assurances as to confidentiality from such body;
(b) the disclosure or use is required for the purpose of any judicial proceedings arising out of the agreement between the User and reCommodity, or the disclosure is made to a tax authority in connection with the tax affairs of the disclosing party;
(c) the disclosure is made to professional advisers of either party on terms that such professional advisers undertake to comply with the provisions of this Section 11 in respect of such information as if they were a party to the agreement between the User and reCommodity; or
(d) the other party has given prior written approval to the disclosure or use.

11.4 Notwithstanding the preceding provisions, reCommodity may use the User’s name and logo as reference in its marketing materials, promotion and advertising of the reCommodity Platform.

12. LIABILITY

12.1 reCommodity shall only be liable to the User for any act or omission or breach of any duty under or in connection with the agreement with the User to the extent that such liability results from
(i) reCommodity’ willful misconduct or gross negligence,
(ii) damage from injury to life, body or health due tonegligent breach or
(iii) a slightly negligent breach of a fundamental duty that endangers the achievement of the objective of the agreement with the User. A fundamental duty shall mean an obligation whose fulfilment is critical for the due implementation of the agreement and on which the User may reasonably rely. reCommodity’s liability in case of a slightly negligent breach of a fundamental duty shall be limited to typical and reasonably foreseeable damage to the User.

12.3 reCommodity and its affiliates, directors, officers, agents, employees, and contractors shall bear no responsibility for any damages arising in relation to services provided without charge to any User. Furthermore, any additional limitations on reCommodity’s liability in such instances, as mandated by statutory law, will persist without alteration. 

12.4 The foregoing provisions shall apply to the contractual and non-contractual liability of reCommodity (including liability in tort) as well as any liability arising out of dealings before the conclusion of a contract (culpa in contrahendo). They shall also apply to any liability of any of reCommodity’ affiliates, directors, officers, managers, employees, agents and contractors. ‍

12.5 reCommodity’ liability for wilful misconduct, negligent damage to life, bodily injury or damage to health, shall remain unaffected.
(a) any purchase contracts concluded through the reCommodity Platform;
(b) any products offered or information, data, content or other material provided or communicated by any User, including if reCommodity modified, supplemented, removed, corrected or otherwise reviewed such material in accordance with Section 3.3 or otherwise provided guidance to a User in the context of its creation. reCommodity does not endorse and is not obliged to verify any such materials;
(c) any suspension, changes to the reCommodity Platform or other action taken by reCommodity in accordance with these Terms of Use; and
(d) any services provided by external service providers which are commissioned by reCommodity on behalf of the User, including the additional services specified in Section 5.2.

12.6 For the avoidance of doubt and notwithstanding the foregoing, reCommodity shall not be liable in contract, tort (including negligence), based on dealings before the conclusion of a contract (culpa in contrahendo) or otherwise for any damage or losses arising directly or indirectly from:
(a) any purchase contracts concluded through the reCommodity Platform;
(b) any products offered or information, data, content or other material provided or communicated by any User, even if reCommodity modified, supplemented, removed, corrected or otherwise reviewed such material or provided guidance to a User in the context of its creation; reCommodity does not endorse and is not obliged to verify any such materials; and
(c) any suspension, changes to the reCommodity Platform or other action taken by reCommodity in accordance with these terms of use.

12.7 The User shall indemnify and hold reCommodity and its affiliates, directors, officers, agents, employees and contractors harmless from and against any claims, losses or costs, including reasonable attorney fees, incurred by reCommodity
(a) which arise out of or in connection with any agreement entered into by such User with any other User or any third party including external service providers;
(b) due to any breach by such User of the agreement with reCommodity for the use of the reCommodity Platform (including in particular these Terms of Use);
(c) due to the User’s improper use of reCommodity Platform; or
(d) due to any violation by such User of any applicable laws or any rights (including any intellectual property rights) of any third party.

13. TERM, TERMINATION

13.1 Subject to Section 13.2, reCommodity and the User may each terminate the use of the reCommodity Platform for convenience at any time by providing two weeks’ notice thereof (including by e-mail or communication through the reCommodity Platform) to the respective other party. The right of either party to termination for cause shall remain unaffected.

13.2 If the use of the reCommodity Platform is based on a subscription, the applicable Subscription Terms shall determine the duration of the use of the reCommodity Platform, renewal periods, if any, and applicable termination notice periods.

13.3 It is the User’s sole responsibility to create a backup of any of its data stored on the reCommodity Platform prior to any expiry or termination taking effect.

14. MISCELLANEOUS

14.1 reCommodity reserves the right to amend these Terms of Use from time to time in particular to reflect changing regulatory or legal requirements, further development of the reCommodity Platform or of its business model or for other operational and business reasons. reCommodity will reasonably consider the User’s legitimate business interests when making such changes and will notify the User of these changes no less than one month in advance (including by e-mail or communication through the reCommodity Platform). The changes shall be deemed accepted by the User unless the User objects to such changes by giving notice thereof to reCommodity (including by e-mail or communication through the reCommodity Platform) within such one month period. reCommodity will draw the User’s attention to this consequent approval in its respective notification. reCommodity reserves the right to terminate pursuant to Section 13.1 in case the User objects to the changes.

14.2 Notwithstanding Section 14.1, any modifications of and amendments to these Terms of Use must be in writing and signed, or communicated pursuant to Section 7 to be binding, unless any stricter form requirements exist, including any waiver of this form requirement.

14.3 These Terms of Use and the documents referenced herein, including any applicable Subscription Terms, constitute the entire agreement between reCommodity and Users in relation to the use of the reCommodity Platform and replace any prior understandings, agreements or representations by or between the parties.

14.4 Should any provision of these Terms of Use be or become partly or entirely invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace the partly or entirely invalid or unenforceable provision by a valid or enforceable provision which comes as close as possible to the parties’ original economic intent and purpose underlying the invalid or unenforceable provision. The same applies if theseTerms of Use prove to be incomplete; in such event the parties shall faithfully agree on the inclusion of a provision which comes as close as possible to the parties’ original economic intent and purpose underlying the missing provision. However, it is the parties’ express will that this Section 14.4 is not construed as a mere reversal of the burden of proof, but as a provision that contractually excludes any doubts as to the validity of the remaining provisions of these Terms of Use.

14.5 In case of any dispute between a User and reCommodity in relation to the use of the reCommodity Platform, the parties will faithfully attempt to amicably resolve such dispute. Place of performance of all services rendered by reCommodity hereunder and the exclusive place of jurisdiction for all disputes arising under or in connection with the agreement between a User and reCommodity, including tort claims and pre-contractual claims, shall be Gothenburg, Sweden. For the avoidance of doubt, any claims and disputes arising from or relating to any agreement between a Supplier and a Buyer (including without limitation any claims for supply of products, payment of the purchase price, warranty or liability claims) or between a User and an external service provider shall be dealt with and resolved solely by and between the respective Supplier and Buyer or between the respective User and the external service provider. reCommodity will not act as a mediator or arbitrator or otherwise be involved in any such disputes.

14.6 The agreement between any User and reCommodity for the use of the reCommodity Platform and any disputes arising out of or in connection with such agreement shall be governed by substantive Swedish law without giving effect to any conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

October, 2024