Terms & Conditions

PORTAL USAGE RULES (version of 8 August 2018)

1. General provisions

1.1. The rules on the use of this Website (hereinafter referred to as the “Rules”) determine the purpose, terms and procedures on using the buyer and seller search and information selection database website www.agroclear.com (hereinafter referred to as the “Website”) of Nextrade, UAB (data about kept and stored at the Lithuanian Companies Register – 304584655, VAT code – LT100011266715, address – Kalvarijų g. 300, LT-08318 Vilnius, Lietuva, email address – info@agroclear.com) (hereinafter referred to as the “Company”).
1.2. If you are interested in using services provided by this Website, please register in accordance with the procedure set out in Section 3 of these Rules.
1.3. All personal details provided by you (name, surname, address, telephone number, e-mail address, etc.) upon registration shall be stored and processed in accordance with the Privacy Policy of the Website.
1.4. The User confirms the acceptance of the Rules by reading the Rules and checking the field next to “I have read and accept the Rules”. The Rules accepted in such way set out the procedure on using the Website as well as other related terms and are legally binding to the Company and the User.
1.5. Only Users defined in Section 2.4 of the Rules and who meet at least one of the criteria specified in Clause 1.6 of the Rules are entitled to use the Website. The User is obliged to read the Privacy Policy. Users confirm their right to use the Website by confirming the acceptance of the Rules and reading the Privacy Policy.
1.6. Those listed below are entitled to using the services of the Website:
1.6.1. natural persons having proper legal capacity and not younger than 18 years old;
1.6.2. legal entities; or
1.6.3. all authorised by the above (if individuals are not younger than 18 years old).

2. Definitions

2.1. Personal data – is any information related to a natural person (data subject) whose identity is known or may be determined directly or indirectly by using such data as name, surname, personal number, or one or several physical, physiological, psychological, economic, cultural or social features of a person.
2.2. Payment term –means the term during which the Buyer shall pay the Seller for the sold agricultural products as indicated in the Contract for the sale of the goods.
2.3. Amount – means a weight of goods in tonnes. The weight units of goods in the Portal are indicated in tonnes.
2.4. User – means a person who agrees with and is committed to comply with these Rules and the User’s Agreement, and who also performs all and any actions that may be performed in the Portal, including, but not limited to, publication of advertisements, reading of published information, provision, transfer and reception of questions and any type of information and/or data, etc.
2.5. User’s Agreement – means an agreement between the Company and the User on the provision of services offered in the Portal which is administered by the Company.
2.6. Seller – means the User willing to sell goods by concluding the Contract for the sale of goods under the conditions listed in the Advertisement.
2.7. Sale price – means a price for which the Seller agrees to sell the goods.
2.8. Service – means the service of provision of information by the Company to the User on the Seller(s) and/or Buyer(s) meeting the requirements indicated by the User and the service of search and selection of Seller(s) and/or Buyer(s) in the Portal as well as the automated service of preparation the draft Contract for the sale of goods.
2.9. Buyer – means a User willing to buy goods by concluding the Contract for the sale of goods under the conditions listed in the Advertisement.
2.10. Purchase price – means a price which the Buyer agrees to pay for the goods.
2.11. Goods – means agricultural produce. The exhaustive list of goods is published in the Portal.
2.12. Place of collection of goods – means a physical location where the Seller transfers the goods to a Buyer under the conditions laid down in a Contract for the sale of goods.
2.13. Delivery term– means the term during which the Seller have to deliver the goods to a place of collection of goods as indicated in the Contract for the sale of goods.
2.14. Transaction – means an agreement concluded between the Seller and the Buyer via the Portal to conclude a Contract for the sale of goods under the conditions set out in the advertisements of the Seller and the Buyer and/or their agreed essential conditions for a Contract for the sale of goods. The transaction shall mean the moment of provision of the Services to the User by the Company. Submission of the Advertisement in the Portal shall be considered as the User’s order to conclude a transaction.
2.15. Counterparties – means the Buyer and the Seller who have concluded a Contract via the Portal.
2.16. Advertisement – means an instruction by the User to the Portal to input information on purchase or sale of goods of the Buyer(s) and/or the Seller(s) to the data base, in order to enable the Buyers and Sellers to perform searches in the data base of the Portal and an instruction to the Portal to prepare a Contract for the sale of goods with the persons complying with the information indicated by the User.
2.17. Advertisement validity – means a date and time until which the Advertisement will be published for all the Users of the Portal and after which the Advertisement will be automatically removed from the Portal.
2.18. Price of a contract for the sale of goods – means an agreed price that the Buyer have to pay and the Seller has the right to receive in exchange for sold Goods as indicated in a Contract for the sale of goods.
2.19. Contract for the sale of goods – means contract for the sale concluded between the Seller and the Buyer with the means of the Portal in accordance with which the Seller undertakes to transfer goods and the Buyer undertakes to accept the Goods and pay the specified price for them.

3. Registration

3.1. The person willing to use all the functions offered by the Portal shall register in the Portal. The registration to the Portal shall be done by filling in the User’s registration form. The User shall complete all the mandatory fields in the registration form marked with the asterisk (*).
3.2. The User shall be responsible for the accuracy, correctness and completeness of data supplied in the registration form (hereinafter referred to as ‘the Registration data’). The User shall immediately inform the Company about the changes in the Registration data. The obligation to update the Registration data shall be valid during the validity of the User’s Agreement. The Company shall not be responsible for damages incurred to the User and/or the third parties as a result of the User supplying incomplete and/or inaccurate Registration data or not informing of their changes.
3.3. Having evaluated the Registration data the Company may request the User to provide additional information or documents. Having considered all the available information the Company shall decide whether to conclude a User’s Agreement and give the User access to login to the Portal. The right to access the Website is granted after the Company confirms of entering into the User’s Agreement with the User.
3.4. The login to the Portal shall be done by using the e-mail address that was entered in the registration form and the password. The User shall have full responsibility for any actions which are performed after logging in to the Portal on behalf of the User or the authorised persons.
3.5. Only the persons specified in in Clause 1.6 of the Rules may be the Users. In cases where the User is a legal person it may use the Portal only through authorised natural persons who have the right to conclude transactions and Contracts for the sale of goods on behalf of the User.
3.6. The User who is a legal person agrees to additionally provide the VAT identification number (if applicable), the feed register number (if applicable) and agrees that the Portal may receive and continue to process the information from the third parties on the User’s liabilities as well as obligations and borrowings from credit and financial institutions and other legal and natural persons.

4. Publication of Advertisements

4.1. Only the Users who are registered and/or the Users who login to the Portal may see and/or publish the Advertisements of purchase and sale.
4.2. The published Advertisements are binding and express the User’s (the Buyer’s and/or the Seller’s) intention, will and responsibility for the actions performed in the Portal.
4.3. All the published Advertisements for the purchase and sale with uniform conditions (i.e. with equally completed attributes) shall be placed according to the date and time of their publication.
4.4. When entering the Advertisement, the Buyer have to complete all the fields of the purchase Advertisement. When entering the Advertisement, the Seller have to fill in all the fields of the sale Advertisement.
4.5. The User may determine the duration of the Advertisement or choose the automatically proposed duration of the Advertisement. In all cases the duration of the Advertisement shall not exceed the delivery term indicated in the Advertisement.
4.6. Several Transactions may be carried out under one published Advertisement. If the Transaction is concluded for a smaller Amount of Goods than indicated in the Advertisement, the Amount of Goods of the Advertisement shall be automatically reduced by the Amount of Goods of the Transaction.
4.7. If the Transaction is carried out according to the Advertisement for a maximum Amount of Goods indicated in the Advertisement, the Advertisement shall be automatically deleted from the Portal.
4.8. The User may change the information (conditions) of his/her published Advertisement before entering into the Transaction.
4.9. The User shall have the right to suspend or delete the published Advertisement. If the Advertisement was suspended, it is not visible to other Users of the Portal. The User may activate the suspended Advertisement. A deleted Advertisement is not visible to other Users of the Portal and the User cannot activate such Advertisement.
4.10. The advertisements are available in the Portal to other Users without indicating the data which allow to identify the User who published the Advertisement.

5. Conclusion of Transactions and Contracts for the sale of goods

5.1. The Transaction may be concluded for the Amount not exceeding the Amount of Goods indicated in the Advertisement.
5.2. The Transaction may be concluded when the User intends to acquire the Goods, chooses the certain Advertisement published in the Portal, then the counterparties agree upon and approve the main conditions of the Contract for the sale of goods and the Portal prepares a draft Contract for the sale of goods.
5.3. After the conclusion of the transaction the Buyer and the Seller receive an e-mail notification on the concluded Transaction with a proposed draft Contract for the sale of goods and the data allowing to identify the Parties of the Transaction.
5.4. The Contract for the sale of goods shall be considered as concluded once the Buyer and the Seller confirm the Contract for the sale of goods by Portal means, i.e. after agreeing upon and approving the main conditions of the Contract for the sale of goods (Goods, the price of the Contract for the sale of goods, the Amount, the purchasing point, the delivery term and the Payment term). The counterparties shall have the right to formalise the Contract for the sale of goods by signing the draft Contract for the sale of goods in written or with a secure electronic signature via the Portal. The Buyer and the Seller may find all the information on the Transaction in the Portal under the tab “Contracts” as well as a copy of the Contract for the sale of goods.
5.5. The User cannot enter into Transactions or conclude Contracts for the sale of goods with him/herself.
5.6. The draft Contract for the sale of goods which is automatically prepared by the Portal shall not be mandatory for the counterparties, it is merely information and recommendations provided by the Portal on the possible conditions of the Contract for the sale of goods.
5.7. The Company shall only be the Portal manager and shall not be responsible in any way for a failure to comply with the obligations of the Seller and/or Buyer under the Transaction or an improper compliance with them, including, but not limited to, the quality of Goods, the delivery of Goods, the execution of payments, etc.

6. Limitations or suspension of the use of the Portal

6.1. The Portal shall operate continuously 24/7, with exception to cases of maintenance work as well as cases of the Portal faults, shortcomings or system updates. An advertisement may be uploaded at any time of the day, any day of the week during the Portal’s operation.
6.2. The User shall be informed via a notification in the Portal or e-mail on maintenance works and elimination of faults and shortcomings of the Portal.
6.3. In cases of Portal faults which, in the opinion of the Company, have a big impact on the User’s possibility to successfully perform operations in the Portal, the Company shall have the right to apply any of the following measures:
6.3.1. Suspend operations in the Portal;
6.3.2. Limit operations in the Portal;
6.3.3. Limit the number of logins to the Portal for each User.
6.3.4. Generally limit the number or scope of the Transactions or Advertisements;
6.3.5. Limit the number or scope of the Transactions or Advertisements entered during one or several specific logins.
6.4. The Company shall undertake to eliminate the Portal faults not later than 72 hour(s) after the detection of the fault during the Company’s working hours. The Company’s working hours on workdays are from 8:00 a.m. to 5 p.m.
6.5. The Company shall have the right to limit the User’s access to the Portal or terminate the User’s registration without prior notice, in cases when the User infringes these Rules and/or the conditions of the User’s Agreement, attempts to harm the stability or security of the Portal’s work, performs fraudulent acts which may be misleading to other Users and/or fails to comply with the contracts concluded with other Users, as well as in other cases which, in the opinion of the Company, are important.
6.6. In case of important circumstances the Portal’s operation may be temporarily or permanently terminated by the Company’s decision without prior notification to the Users.
6.7. The Company is not and shall not be responsible for the malfunctions of the Portal and/or the services resulting in losses or damages to the User or the third parties. The Company shall not be responsible for the quality, amount, etc. of the Goods sold and acquired through the use of the Portal and/or the Services, and the Company shall not give any guarantees for Goods.

7. Liability

7.1. The Company is exempted from any liability in cases when losses arise from the fact that the User, in spite of the recommendation of the Company and their own obligations, have not read these Rules and the Privacy Policy, although such an opportunity was provided to them.
7.2. If the Website contains links to other third party websites, the Company does not guarantee that the information that can be viewed by clicking on these links is correct, complete or accurate. The content, veracity, completeness and accuracy of information provided by the third parties are the responsibility of the third parties. The Company is not obligated to verify any external information transferred or stored or to detect any unlawful actions.

8. Intellectual Property Rights

8.1. All Intellectual Property Rights related to the Website are the Property of the Company. Any copying, reproduction, distribution, or storage of the contents of the Website or any part thereof without the written consent of the Company is prohibited and subject to the liability according to the laws of the Republic of Lithuania.

9. Final provisions

9.1. The Company shall have the right to modify, edit or supplement the Rules without prior individual consent by each User or consent by all Users.
9.2. The applicable version of the Rules is published in the Portal and accessible to all the Users. The Rules which are valid at the moment of the publication of the advertisement shall apply to the Users publishing advertisements in the Portal. The Users shall have the possibility to save the Rules to their devices.
9.3. If you do not agree with the new version of the Rules, partial amendments or amendments thereof, you have the right to refuse them along with losing the right to use the services of the Website.
9.4. If after changing the Rules you continue to use the services provided by the Website, you are deemed to agree to the new version of the Rules, partial amendments thereof or additions thereto.
9.5. The Portal shall be dedicated to and the Company shall provide the services exclusively to entrepreneurs aiming to enter into transactions and/or Contracts for the sale of goods for the purposes of their trade, business, craft or profession.
9.6. The Rules are concluded in accordance with the laws of the Republic of Lithuania.
9.7. Any disputes arising from the application of these Rules shall be dealt with by negotiation. If the Parties are unable to agree the disputes shall be settled in accordance with the law of the Republic of Lithuania.
9.8. If any provision of these Rules is declared unlawful, void or unenforceable by the court, the other provisions of these Rules shall remain in force and shall be fully effective. Any provision of these Rules that has been found to be unlawful, void or unenforceable only partially will remain in force to the extent that has not been declared unlawful, void or unenforceable.

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