Table of contents
General Terms and Conditions
By registering and by using our services (“Service” or “Services”) via our website (https://usetorg.com, “Website” or “Platform”), you agree that you are entering into a legally binding agreement with Torg GmbH, Rosenthaler Straße 13, 10119 Berlin, (“we”, “us”, “our”, “Torg”). You also agree that these eneral terms and conditions (“Terms”) govern the use of the Services that we offer via our Website to you as a supplier or buyer (“Supplier”, “Buyer” or “you”, Buyer and Supplier together referred to as “User”) and set out the contractual relationship between you and us so that you can use our Platform and its functionalities. Your access to and use of the ervices is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
You may access these Terms on our Website nabling you to view, download, save and read them at any time. You can also access and print them when creating an account. We do not save the text of the contract after its conclusion.We provide our services only to entrepreneurs (Unternehmer) according to section 14 German Civil Code Bürgerliches Gesetzbuch, BGB). A contract is not concluded with entities or persons who are not entrepreneurs. Users who are a natural person must have reached the age of eighteen (18) and be legally competent to use the Platform.These Terms conclusively govern our contractual relationship, any general terms and conditions you may provide do not apply.
2. Registration and Contract
In order to fully use our Service and gain access to the Platform, you must follow the steps described below. You can register either as a Supplier or a Buyer via our Website.
First, you need to create a user account. We would like to point out again that registration on our Platform is only allowed for suppliers and buyers. You register by accepting these Terms, entering certain personal data and information about yourself, and setting a password of your choice in a registration form provided by us ("User Account").
When entering the relevant data, you can check whether there are any input errors and correct them. You can also view and change your entries later in the settings of your User Account.All information must be complete and truthful. If a User provides false or misleading information, we shall be entitled to restrict, block or delete the User Account. If the data of a User changes during the term of the contract, the User shall be obliged to adjust the data of the User Account immediately according to the change.
You are responsible for maintaining the confidentiality of your User Account and password and for restricting access to your device. User Accounts must not be transferred to any other third party.
After you have submitted the completed registration form, you will receive a confirmation email from us with a link to verify your email address.
Before a contract is concluded between you and us, we would like to get in touch with you personally. Therefore, it is likely that we will contact you by phone, email or other means to get more information about you after you registration. We reserve the right to refuse Users.
Users bindingly declare their offer to conclude a contract of use with Torg by creating a User Account. Our confirmation email does not constitute a binding acceptance of your offer to conclude a contract of use. Torg is entitled to bindingly accept the contractual offer of Users within fourteen (14) days after receipt of the offer by email, fax, telephone or mail. Upon acceptance, a contract of use between Torg and the Buyer is concluded.
After a contract of use between you and us is concluded, we will activate your User Account as soon as possible so that you can use our Service.
3. The Plaftorm
Our Platform is a sourcing and tendering platform in the food and beverage industry. Buyers can source the food and beverage products (“Products”) and Suppliers on the marketplace or make specific Product request with our RFI or RFQ function. Suppliers have the opportunity to present their company and their Products and acquire new or current customers. They will get notified when a relevant request is made and have the possibility respond to the Buyer requests. In this context we act as an intermediary between Buyers and Suppliers.
Supplier and Buyer can communicate directly via our chat to align on various topics such as private labelling, Product specifications, prices, delivery and more.
3.1 Presentation of Products
Torg offers Suppliers the opportunity to present their Products and acquire new customers. The Supplier can add, change or remove their own Products. There is no legal obligation for Torg to present specific Products on the Platform. Therefore, we are entitled to remove Products from our Platform. In case we remove a Product of the Platform we will notify the respective Supplier.
3.2 Request for Information (RFI)
Torg makes finding Suppliers easy. Buyers can set up an RFI to search for Suppliers and connect with them before they have a full-fledged Product specification. This allows the Buyer and Supplier to cooperate on making the specification or finding solutions together. As a part of that processes Buyers and Suppliers communicate directly via our chat to request further information about Products, send each other files, schedule meetings or to align on various topics such as private labeling, Product specifications, prices and more.
3.2 Request for Quotation (RFQ)
If a Buyer is interested in buying a specific Product he can set up a digital tender process via our Platform to elicit bids and offers from Suppliers. To do so Buyers may list the Products they want to get offers and may add relevant details such as Product specifications, estimated volume, packaging, unit size and more. The Buyers may also upload their terms or other relevant documentations and ask the Supplier to bid with certain incoterms or in a certain currency. An uploaded RFQ shall not deemed to be an offer to conclude a contract.
Once a RFQ is placed the relevant Suppliers will receive a notification. Suppliers can respond to a RFQ and submit a quote with certain specification (“Quote”). A Quote can deviate from the conditions stated in the respective RFQ and may be annotated by the Supplier. An uploaded Quote shall not deemed to be an offer to conclude a contract.
Buyers will receive a notification once a Quote is submitted by a Supplier (“Submitted Quote”). Submitted Quotes will be shown in an overview which can only be seen by the respective Buyer. Based on the Submitted Quotes Buyers can contact the respective Suppliers to align on commercial details. Once there is a final agreement on the terms, the respective Buyer and Supplier can conclude a purchase contract. The contract concluded in this context is solely between the respective Supplier and the Buyer. For the avoidance of doubt, neither the Buyer nor the Supplier is under any obligation to enter into a purchase contract by submitting a RFQ or a Quote.
Torg acts as intermediary who introduces Buyers and Suppliers. Torg is no party of any concluded purchase contract between a Buyer and a Supplier.
4. Rights of Use
We grant you a non-exclusive, worldwide, non-transferable and non-sublicensable right, limited to the term of the contract, to use the Platform in accordance with the Terms. All other rights are reserved.
Suppliers grant us a non-exclusive, worldwide, unlimited licence to use all texts, photos, videos and other materials or content that they provide to us when using the Platform to the extent required for the performance of the contract. Suppliers assure that they are entitled to grant this right of use. In the event of any infringement of third party rights, we shall be entitled to an indemnification claim against the respective Supplier. We reserve the right to conduct our legal defense as we deem appropriate, even if a Supplier indemnify us. In this case, the respective Supplier agrees to cooperate with us so that we can execute our litigation strategy.
5. Quality of Service
We strive to make use of our Platform as trouble-free and error-free as possible, although we are not obliged to provide the Platform at all times. We are entitled to temporarily restrict the use of our Platform at our reasonable discretion, provided that this is necessary with regard to security, integrity and capacity limits of the Platform or for technical purposes, for example maintenance work. We will take into account the legitimate interests of registered Users and will inform you about any limitation in due time.
6. Chat Guidelines and General Prohibitions
Torg shall be a safe place without unlawful, misleading, malicious, or discriminatory conversations. Therefore, you are agree to comply with the following points when using our chat or any other Service:
- not to use our Platform to do anything unlawful, misleading, malicious, or discriminatory.
- not to bully, abuse, harass, stalk, demean, threaten or discriminate any User.
- not to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any User.
- not to solicit login information or access an account that belongs to someone else.
- not to intercept or monitor, damage or modify any communication which is not intended for you.
- not submit unauthorized or unsolicited commercial communications (such as spam) or any communication not permitted by applicable law at our Platform.
- not to collect content or information of any User, or otherwise access the Services, using automated means such as harvesting bots, robots, spiders, or scrapers without our permission, or non-automated means such as copy/pasting.
- not to do anything that could disable, overburden, or impair the proper working of our Platform, such as a denial of service attack.
- not to reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof; not to utilize or copy information, content or any data you view on and/or obtain from the Services to provide any service that is competitive, in our sole discretion; not to adapt, modify or create derivative works based on Torg or technology underlying the Services, or any individual element within the Services, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained in the Services, without our express written consent.
- not to attempt to probe, scan, or test the vulnerability of any of our systems or networks or breach any security or authentication measures, not to facilitate or encourage any violations of these Terms of Service.
- not solicit users from this platform for another competitor, in order to circumvent Torg's business model, in order to save fees or for any other reason.
We reserve the right to decide what behaviors fall into these categories and will make reasonable efforts to deny access to Users who do not comply with these Terms.
You acknowledge that Torg has no obligation to monitor your access to or use of the Platform or Services, but has the right to do so for the purpose of operating and improving the Platform and Services (including without limitation for fraud prevention, risk assessment, investigation and User support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms.
7. Obligations of Suppliers towards Torg
7.1 Quality of Products
The Suppliers are responsible for ensuring that their Products are approved for sale, comply with applicable law regarding food and beverages, and meet general food and beverage standards. Torg is not responsible and liable for the quality of the Products for any reason.
7.2 Marketing Material
To present the Products of Suppliers on our Platform in the best possible way, the Suppliers shall provide us, at their own discretion, with a selection of marketing materials to promote their Products. Marketing materials include, but are not limited to, the Supplier's lettering and logo, Product names, designs, Product information, certificates, banners, text links, videos and images. We are entitled to integrate the marketing materials into our Platform for the purposes of this contract.
7.3 Conclusion of Contracts
In case Supplier and Buyer enter into a single purchase contract (“Single Contract”) on our Platform or outside of our Platform due to the intermediation via our Platform either by RFI or RFQ (“Intermediation”) the following applies;
Suppliers are obliged to notify us without undue delay whenever a purchase contract between him and a Buyer is concluded (“Contract Notification”). The Contract Notification shall contain the following commercial details:
- Name and address of the Buyer;
- The sold Product;
- Quantity of the sold units;
- Total purchase price without costs for shipment and taxes (“Price Per Contract”).
In case Supplier and Buyer enter into a framework supply agreement (“Framework Contract”) on our Platform or outside of our Platform due to Intermediation the following applies:
- The respective Supplier is obliged to notify us without undue delay whenever he has dispatched a consignment based on an order placed by the Buyer (“Order Notification”). The Order Notification shall state the following commercial details:
- Name and address of the Buyer;
- The sold Product;
- Quantity of the units of the order;
- Total purchase price without costs for shipment and taxes for the order (“Price Per Order”).
The aforementioned notification obligation applies for the entire duration of the agreed contract term of the Framework Contract. In the event of one or more contract extensions of the Framework Contract, the notification obligation shall continue to apply for the duration of the respective contract extensions (the original agreed contract term as well as any agreed contract extensions of the Framework Contract hereinafter referred to as the “ Contract Term”).
The use of our Service is free for Buyers. However, there are subscription plans available that offer extra features for buyers.
The use of our Service is subject to payment for Suppliers. The remuneration consists of a lead fee (“Fee”) which is based on the attractiveness of the request. However, there are also subscription plans or other services available that offer extra features for suppliers. The applicable Lead fee (in euros) will be shown to the Supplier in the RFI or RFQ before accepting the request. The Suppliers accepts the respective Lead fee by clicking the button to see the details about the request. Lead fees are not refundable.
Suppliers pay through their balance of credits. Suppliers may earn credits through different actions on the platform or purchase them. Credits do not hold any monetary value and cannot be redeemed or exchanged for cash.
9. Utilization of Sprinque Services
Sprinque B.V. is the technology partner that enables Torg GmbH to offer you access to the Pay By Invoice payment option. If you are approved by Torg GmbH to use the Pay By Invoice payment option, that payment option will be available to you in the checkout. If you select to use the Pay By Invoice payment option in the checkout, you agree the following with Sprinque B.V. and Sprinque Finance B.V., who are for this purpose represented by Torg GmbH, whether or not your request is approved by Sprinque B.V.:
- Neither Sprinque B.V. nor Sprinque Finance B.V. has a contractual relationship with you, save as set out below.
- Sprinque B.V. and Sprinque Finance B.V. are not responsible for any goods and/or services purchased by you from Torg GmbH and are not liable for any damage you may incur under, pursuant to or in connection with such purchase.
- If your request to use the Pay By Invoice payment option is approved by Sprinque B.V., you are hereby notified in advance that Torg GmbH has in advance assigned its receivable for payment of the associated invoice amount and if applicable fee (together with all ancillary rights pertaining thereto) to Sprinque B.V., who has in turn in advance assigned such receivable(s) (and ancillary rights) to Sprinque Finance B.V. As a result of such assignments, you can only discharge your payment obligations under such receivable(s) (and ancillary rights) in accordance with the payment instructions provided by or on behalf of Sprinque Finance B.V.
- Sprinque Finance B.V. or a servicer on its behalf will send you reminders according to the agreed interval in order for your payments to be made in time. If you fail to pay any amount due to under or in respect of the assigned receivable(s) and ancillary rights, Sprinque Finance B.V. may at its discretion send further reminders and/or transfer the assigned receivable(s) and ancillary rights to a debt collection agency or any other third party.
10. Torg's Rights
All right, title, and interest in and to the Services (excluding Content provided by Users) are and will remain the exclusive property of Torg and its licensors. The Services are protected by copyright, trademark, and other laws of Germany and other countries. Nothing in the Terms gives you a right to use any of our trademarks, logos, domain names, and other distinctive brand features.
11. Limitation of Liability
Torg is liable for intent and gross negligence. Further, Torg is liable for the negligent breach of obligations, whose fulfillment is essential to enable the ordinary implementation of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the contractor may rely on. In the latter case, Torg is only liable for the foreseeable, typical contractual damage. The same applies to breaches of duty by our vicarious agents. The aforementioned exclusions of liability do not apply in case of damage of life, body and health or in case of a warranty.
Your access to and use of the Services is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, TORG DISCLAIMs ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. We will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services. You also agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Services, will create any warranty not expressly made herein.
13. Term of Contract; Termination
In general the contract to use our Platform runs for an indefinite period of time and begins with the conclusion of the contract. Each party may terminate the contract of use without good cause at the end of a calendar month with a notice period of 14 days. A termination in text form (for example by email) is considered sufficient. The statutory right to termination for good cause without notice remains unaffected for each party.
Termination of the contract of use shall have no effect on already existing claims to remuneration pursuant to Section 8.
We reserve the right to remove Products of a Supplier from the Platform in case the Supplier or Torg give notice of termination and there is a cause to do so.
14. Changes to these Terms
We may amend these Terms insofar as this is necessary to adapt to developments which were not foreseeable at the time of conclusion of the contract and which we have not caused or cannot influence and the non-consideration of which would disturb the balance of the contractual relationship in a significant manner and insofar as essential provisions of the contractual relationship are not affected by this. We will notify you in text form (e.g. by email or letter) of any changes to these Terms or to the Services at least 30 days before they are scheduled to take effect. In the event of changes which are not solely in your favour, you are entitled to terminate the contract in text form (e.g. by letter or email) without observing a period of notice at the time the changes take effect.
Changes to these Terms or the Service will be deemed to have been approved if you do not object to them before they take effect. In the notification, we will point out in particular the beginning of the aforementioned period, the significance and the consequences of your non-objection.
15. Data Protection
The contractual language is English. All notices and other communications shall be made in English language.
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral notation, effective upon notice to you, the Services for any third party that assumes our rights and obligations under this Agreement.
This agreement and its interpretation are subject to the jurisdiction of the Federal Republic of Germany, to the exclusion of the Convention of the United Nations on Contracts for the International Sale of Goods (CISG). The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions, shall remain unaffected.
If you do not have a general place of jurisdiction in Germany or in another EU member state, or if you are a merchant (Kaufmann) within the meaning of the German Commercial Code (Handelsgesetzbuch, HGB), or if you have moved your permanent place of residence abroad after these Terms have become effective, or if your place of residence or habitual residence is not known at the time the action is filed, the exclusive place of jurisdiction for all disputes arising from this contract is our registered office.