General Terms and Conditions

1. Application and Acceptance

These general terms and conditions, all our policies and manuals, currently or in the future published on our site (collectively “User Agreement“), set out the terms on which KEMIEX AG offers you access to and use of our site, services, applications and tools (collectively “Services“). You agree to be bound to and comply with the User Agreement when accessing or using our Services, in the form as they will be published at that time of use. If you do not accept the User Agreement you are not eligible to use the site respectively our Services. In this User Agreement, KEMIEX AG is referred to as “KEMIEX”, “we”, or “us” and you as user referred to as “you”, “user”, or as “seller” or “buyer” if granted access to buying and/or selling.

2. About KEMIEX & its Cooperation with ATRADIUS

KEMIEX solely provides for a web application (the “Site“) that allows users to obtain information about raw materials for the pharmaceutical, veterinary, human nutrition and animal nutrition industries (collectively “Products“). Additionally, the Site also allows professional users, who are active in the markets for the Products, to offer, request, sell and buy such Products, as long as they are complying with all laws and regulations applicable to them. In the transactional part of the Site, the actual contract for sale is directly between the seller and buyer and according to the terms they agree. KEMIEX is not a party to the sale or purchase contract in any form whatsoever or a representative of either seller or buyer. KEMIEX also does not act as a traditional auctioneer.

Although we may provide information about pricing, rating, shipping, listing, sourcing, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. We have no control over and do not guarantee the existence, quality, safety, merchantability or fitness for a particular purpose or legality of Products; the truth or accuracy of users’ content or listings; the ability of sellers to sell Products; the ability of buyers to pay for Products; the compliance of the users and Products with all laws and regulations, including without limitations, pharmaceutical and health care regulations; or that a buyer or seller will actually complete a transaction or return a Product.

With regards to the Services provided as a result of the cooperation between KEMIEX and ATRADIUS, we may in our sole discretion add, delete or change some or all of our Services at any time.

ATRADIUS provides products and services to businesses that limit or cover payment risks through trade credit insurance, surety and debt collection services (www.atradius.com) and it cooperates with KEMIEX to provide information that KEMIEX takes into account to deliver its Services – including a creditworthiness assessment of every company trading on the Kemiex platform that is expressed as a five-star rating and visible to all users. For users it shall be made possible to benefit from ATRADIUS products and services through the KEMIEX web application. ATRADIUS is, like KEMIEX, also not a party to the sale or purchase contract in any form whatsoever or a representative of either seller or buyer.

While ATRADIUS provides KEMIEX with information to deliver its Services to you, such information or statements based thereupon are solely for general informational purposes and should not be relied upon by you for any purpose. Please refer to the actual Services provided by KEMIEX under this User Agreement for the governing terms. Nothing herein should be construed to create any right, obligation or responsibility on the part of ATRADIUS, including any obligation to conduct due diligence of other users / buyers or otherwise on your behalf. If ATRADIUS does conduct due diligence on any user / buyer or otherwise it is for its own underwriting purposes and not for the benefit of you or any other person. Additionally, in no event shall ATRADIUS and its related, affiliated and subsidiary companies be liable for any direct, indirect, special, incidental, or consequential damages arising out of the use of the information or statements based thereupon.

3. Your Account

You must be registered with us to access or use our Site and Services. We may reject an application for registration for any reason. Our Services are available to professional users who are active in the markets related to the Products (directly or indirectly) and which are complying with all laws and regulations applicable to them. We will rely on the accuracy of the information you will provide to us. We will not verify or investigate whether the information you provided is accurate. We will also not verify nor screen or investigate whether users are compliant with all laws and regulations in particular whether you are allowed to buy or sell the Products. Without limiting the foregoing, our Services are not available to minors. If you do not qualify, please do not use our Services.

Upon registration, we shall assign an account and issue a member ID and password for all agreed users. You shall be solely responsible for maintaining the confidentiality and security of your member ID and password and for all activities that occur under your account. You may not share, assign, or permit the use of your member account, ID or password by another person. You agree that all activities that occur under your account will be deemed to have been authorized by you.

4. Using the Site and the Services

By using the Site and the Services, you agree to the collection and use of activity information, which can include trading information. We do not collect any personally identifiable information in strict compliance with applicable data protection laws and regulations. Data is processed and stored securely, accessible only to authorized personnel. The information collected is used exclusively to create aggregated and anonymized content, including market trends and trading analysis, which provides insights without identifying individual users or companies. More information can be found on our privacy policy.

4.1. In connection with using or accessing the Site and Services, you will not:

breach or circumvent any laws and regulations, third-party rights or our system, policies, or determinations of your account status;
transfer your member account to another party without our prior written consent;
use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose;
interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
export or re-export any KEMIEX application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you;
commercialize any KEMIEX application or any information or software associated with such application;
harvest or otherwise collect information about users without their consent; or circumvent any technical measures we use to provide the Services;
distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
distribute viruses or any other technologies that may harm KEMIEX, the Services, the Site or the interests or property of users;
infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to KEMIEX. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to us or someone else, without prior written consent from our side;

4.2. In connection with using or accessing the transactional part of the Site and Services, you will not:

use our Services if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Site or Services;
post, list or upload Products which are not existent, not accurate or misleading;
manipulate the price of any Product or interfere with any other user’s listings;
post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
take any action that may undermine the feedback or ratings systems;
offer or requests Products protected by valid patents in countries where the sale of such products involves patent infringement.
fail to pay for Products purchased by you respectively fail to deliver the Products sold by you, unless you have a legally valid reason;
exchange contact details such as, but not limited to, email address, telephone number, linkedin profile, skype id, wechat id, or any other links prior to a concluded transaction;

If we have evidence that you are breaching the User Agreement or abusing KEMIEX, the Services or the Site in any way, we may, in our sole discretion, without any compensation and without limiting other remedies, immediately and without prior notice, limit, suspend, or terminate your user account(s) and access to our Services and Site, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, and take technical and/or legal steps to prevent you from using our Services and Site.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our sole discretion and without any replacement and compensation.

5. Data Protection

KEMIEX is taking data protection very seriously and only processes personal data in strict compliance with applicable data protection laws and regulations. KEMIEX may therefore ask you to consent to any specific use of your personal data. For more details please consult our privacy policy.

6. Confidentiality

6.1. 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 transactions on the Kemiex platform including any requests, quotes, offers, chat messages or documents 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.

6.2. 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 General Terms and Conditions; 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.

6.3. This Section shall not prohibit disclosure or use of any information if and to the extent:

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;
the disclosure or use is required for the purpose of any judicial proceedings arising out of the agreement between the User and Kemiex, or the disclosure is made to a tax authority in connection with the tax affairs of the disclosing party;
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 in respect of such information as if they were a party to the agreement between the User and Kemiex; or.
the other party has given prior written approval to the disclosure or use.

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

7. Usage of Kemiex Price Benchmarks

7.1. Usage of Pricing Data and Intellectual Property:
The pricing data and associated Intellectual Property of Kemiex AG shall be exclusively utilized within procurement and sales contracts between a supplier and a buyer subsequent to the execution of a Master Data Agreement. It is imperative that both the supplier and buyer are registered members and customers of Kemiex AG and/or its affiliated entities.

7.2. Liability and Disclaimer of Price Benchmarks:
Users of Kemiex AG’s Price Benchmarks data and related Intellectual Property assume full responsibility and liability for its utilization. Kemiex AG disclaims any responsibility or liability for any financial gains or losses arising from the use of its services or the information provided therein.

For a comprehensive understanding of the ‘Price Benchmarks Methodology,’ please request the full policy and legal notice inside Kemiex.

8. Performing Transactions between Users

When using our Services, you agree to comply with the trade manual as is in place at the time of your use. As a buyer, you can either buy a Product by matching a sale offer of a seller or set a buy request for a Product. As a seller, you can either sell a Product by matching a buy request of a buyer or offering to sell a Product.

Your offers to buy or sell represent binding offers and any acceptance of an offer leads to a binding agreement between the buyer and seller according to the terms they agreed.

Users are solely responsible for all the terms and conditions of the transactions conducted on, through or as a result of use of the Site or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. You acknowledge that you are fully assuming the risks of conducting any purchase and sale transactions in connection with using the Site or Services, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to Products that are the subject of transactions using the Site.

9. Retention of title

Your offers to buy or sell represent binding offers and any acceptance of an offer leads to a binding agreement between the buyer and seller according to the terms they agreed.

When closing transactions in the Site, users agree that goods are under Retention of title:

Products delivered under retention of title shall remain the property of the Seller until complete fulfilment of the purchase price claim and fulfilment of all due, not-yet-due or conditional receivables resulting from mutual business relations, including any bills receivable.
Processing of goods subject to retention of title shall in all cases be deemed to be by order of the Seller, without any obligations thereby arising for the Seller. The Seller shall have title to any new object created by such processing. If goods subject to retention of title are processed, mixed, blended or compounded with other goods not belonging to the Seller, the Seller shall have co-property in the new object, in a proportion equivalent to the proportion between the value of the goods subject to retention of title and the value of the other goods at the time of processing. The Purchaser transfers as of now any co-property rights arising for him in the cases mentioned in the previous sentence, to the value of the goods subject to retention of title.
The Purchaser shall be entitled, subject to the provisions of para. 7 below, to sell the goods subject to retention of title within the framework of the ordinary course of business, specifying retention of title. The Purchaser assigns to the Seller as of now and in advance all claims arising for him from any resale of the goods subject to retention of title or to any such goods arising from their processing, blending, mixing, or compounding. This shall apply even if the goods are sold together with other goods not belonging to the Seller at a single price. If a third party has acquired property or co-property rights to the goods by statutory regulation as a result of processing, blending, mixing or compounding, the Purchaser hereby assigns to the Seller as of now and in advance any claims arising for him against such third party. Assignments under this paragraph shall always be affected only up to the amount of the value of the goods subject to retention of title. The Purchaser shall be entitled to collect the assigned claims until such time as this is revoked, which shall be permissible at any time.
The value of the goods subject to retention of title as defined in the previous paragraphs shall always be understood as the price which the Seller charged the Purchaser for the product (invoice price).
On request by the Purchaser, the Seller shall release goods subject to retention of title to be selected at his own option, and to the extent that their value exceeds the value of the claims to be secured by more than 20%.
If the validity of retention of title is dependent on the cooperation by the Purchaser, for example for registrations that may be required by the law of the Purchaser’s country, the Purchaser shall affect such action.
If the Purchaser is in delay with payment, the Seller may prohibit the sale of goods subject to retention of title, or the processing, compounding, blending or mixing of such goods with other goods, or their removal, and may require the Purchaser to hand over the goods subject to retention of title or the processed goods resulting therefrom. The Purchaser shall be required to give notification without delay of any attachment by third parties on goods for which rights of the Seller exist under the present provisions. The same shall apply to any claims assigned under the present provisions.

10. Fees

The fees we charge for using our Services are set forth in the invoice that must be paid prior to having access. Fees are payable in the currencies we set, generally in US Dollar, Euro or Swiss Franc. Any failure to pay within due date set forth in the invoice will be subject to late payment interests in the amount of 5% p.a. and may lead to further consequences for the breach of the User Agreement.

The subscription to the Kemiex platform shall automatically renew, and the subscription term shall automatically extend, for periods of twelve (12) months, unless the Customer provides 30’ days written notice of cancellation (More information available in clause 14. Term and termination). At the end of each membership period stated in the invoice, and in case of renewal, Kemiex reserves the right to increase the membership price specified in the original invoice by the greater of (i) five percent (5%) or (ii) percentage of the increase in the Consumer Price Index (“CPI”) in Europe.

You are solely responsible for paying all applicable taxes and other costs you incur by using our Services. If such taxes are due and you are by law obliged to pay our fees net of taxes you shall pay us nevertheless the amount due as if such tax deduction would not be applicable.

11. Disclaimer of Warranties and Limitation of Liability

11.1. Our Site serves as the venue for buyers and sellers to solicit business only. We do not take any responsibility and do not assume any liability with respect to the Products and users. In particular, without limiting the generality of the foregoing, we have no control over the quality, safety, merchantability or fitness for a particular purpose, or legality of the Products, the truth or accuracy of the listings, the ability of sellers to sell the Products, the ability of buyers to buy the Products, status of valid patents on any Products requested or offered, or the users and Products and users being compliant with applicable laws and regulations. We cannot and do not control whether or not sellers will complete the sale of the Products they offer, or if the Products they offer are proteced by any patent in any country. We cannot and do not control whether or not buyers will complete the purchase of Products they have bid on, or if they buy Products from sellers that are protected by valid patents in that specific country (the final responsibility with respect to 3rd party patent rights in that specific country lies exclusively with the buyer). In addition, note that there are risks of dealing with people acting under false pretence. We expect that you will use caution and common sense when using our Site and Services and that you inform us of any user not adhering to the User Agreement.

11.2. We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid update and other notification functionality in our applications may not occur in real time. Such functionality is subject to delays beyond our control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” and “WITH ALL FAULTS” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non- infringement.

In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

the content you provide (directly or indirectly) using the Services;
your use of or your inability to use our Services;
delays or disruptions in our Services;
viruses or other malicious software obtained by accessing or linking to our Services;
glitches, bugs, errors, or inaccuracies of any kind in our Services;
damage to your hardware device from the use of any of our Service;
the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
a suspension or other action taken with respect to your account or breach of the User Agreement as described above;
the duration or manner in which your listings appear in search results; or
your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of fees which you paid to us in the 6 months prior to the action giving rise to the liability or (b) USD 1,000.

12. Indemnity

In the event that you have a dispute with one or more users, you release us (and our agents and employees and any third party partners and/or licensees of KEMIEX) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

If KEMIEX gets sued because of something that you did, you agree to defend and indemnify us. That means you will defend KEMIEX (including any agents and employees and any third party partners and/or licensees of KEMIEX) and hold us harmless from any legal claim or demand, including reasonable attorney’s fees, that arises from your actions, your use or misuse of our Services or your breach of the User Agreement. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

13. Transaction Disputes between Users and Mediation

Where users conduct transactions by means of traditional offline trade after having approached each other through our Services, any dispute arising in such transactions must be settled by and between the buyer and the seller through their own negotiations.

If the users fail to negotiate or to reach any agreement through negotiation, either user or both users may submit the dispute to KEMIEX for mediation. KEMIEX provides an online system for filing complaints (https://app.kemiex.com/support), through which the disputing users should submit their complaints, counter-notices and supporting evidence. KEMIEX has the right to determine whether to refuse or accept the complaint relating to the relevant dispute and therefore to act as mediator in a specific dispute.

In respect of a dispute that KEMIEX has decided to accept, KEMIEX will ascertain the relevant facts in accordance with industry standards and practice. KEMIEX has the right to use its independent judgment based on the collected materials and suggest to the disputing users a settlement of the dispute. The settlement suggested by KEMIEX does not exempt a user from any punishment under applicable laws and regulations. As KEMIEX is not a professional dispute resolution institution and has limited capacity to identify evidence and settle disputes, KEMIEX does not warrant that the results of dispute settlement will meet the expectations of the buyer and the seller, nor will it be liable in any way for the results of mediation.

In case the buyer and/or the seller do not agree on the settlement suggested by KEMIEX, the buyer and the seller must settle their dispute by proceeding in accordance with their contract and/or statutory law (litigation, arbitration or other).

14. Term and Termination

The User Agreement is effective as of the date set forth in the invoice and shall remain in force until terminated by the relevant user.

You may terminate the User Agreement at any time by sending written notice to contact@kemiex.com at least 1 (one) month prior to the end of the current billing period, as indicated in the onboarding agreement and the latest invoice, and you will continue to have access to the Kemiex platform until the end of the relevant billing period. If KEMIEX does not receive such written notice in time, the billing period will be automatically renewed for either a one year term or the same duration as the previous billing period.

To the extent permitted by applicable law, payments are non-refundable, and we do not provide refunds or credits for any partial billing periods. Such termination will not relieve you of any obligations incurred prior to such termination. Once the User Agreement is terminated, all user accounts will automatically be cancelled at the end of the relevant billing period, and such users will not be eligible to use our Services anymore.

We reserve the right to refuse or terminate Services at any time, including without limitations to terminate the bid of any Product at any time, with no liability to the seller or prospective buyer of such Product.

15. Notices

Except as explicitly stated otherwise, any notices to us shall be sent via email to contact@kemiex.com and to you to any of the email addresses provided as platform users. Notice shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to any of the email addresses provided as platform users. In such case, notice shall be deemed given three (3) days after the date of mailing.

16. General

This User Agreement constitutes the entire agreement between you and KEMIEX with respect to your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

KEMIEX and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the User Agreement.

If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

Our failure to enforce any right under or failure to act with respect to any breach by you of this User Agreement will not constitute a waiver of that right nor a waiver of our right to act with respect to subsequent or similar breaches.

We shall have the right to assign the User Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in the User Agreement or derived therefrom) to any person or entity. You may not assign, neither in whole nor in part, the User Agreement to any person or entity.

17. Governing Law and Disputes

This User Agreement shall be governed by and construed in accordance with the material laws of Switzerland. Any dispute, controversy or claim arising out of or in connection with this User Agreement, including the validity, invalidity, breach or termination thereof, shall be referred to the exclusive jurisdiction of the courts competent at the registered seat of KEMIEX in Switzerland.

Annex to the General Terms and Conditions for Insights Only users

KEMIEX’s Site and Services will exclude access to its transactional part for all member companies that are NOT actively buying, selling, distributing, stocking, dealing or engaging with physical Products. This relates to, but is not limited to, financial industry participants such as banks, hedge funds, private equity firms, venture capital firms, insurance companies or any investment-related participants that want to consume the data provided by KEMIEX. The access to the Site and Services excluding access to its transactional elements is called “Insights Only”.

The following clauses of our General Terms and Conditions do NOT apply when a company is under an Insights Only access.

Clause 4: Using the Site and the Services, Section 4.2
Clause 8: Performing Transactions between Users
Clause 9: Retention of title
Clause 11: Disclaimer of Warranties and Limitation of Liability, Section 11.1
Clause 13: Transaction Disputes between Users and Mediation

Annex to the General Terms and Conditions for Private Portal Owners

Private Portal Owners are exceptionally able to interact with counterparties that are not users of our Services. The following clauses of our General Terms and Conditions apply only to Private Portal Owners:

18. Termination costs

If you decide to terminate this agreement prior to the end of the first term of service, you shall pay all costs incurred (or committed to be incurred) by KEMIEX in connection with the set-up, maintenance, infrastructure, and efforts related to the withdrawal and discontinuation of your Private Portal. Such costs are estimated to be 50% of the annual membership fee of the Private Portal agreement.

19. Introduction of business parties within a Private Portal

If a Private Portal Owner starts doing business for the first time with a new counterparty who is a KEMIEX user, thanks to the introduction generated by KEMIEX Site, we reserve the right to enforce that such interaction between counterparties remains within KEMIEX, and that the supplier must be a KEMIEX member in order to continue the business relationship with the Private Portal Owner.

The following clauses of our General Terms and Conditions do NOT apply when a Private Portal Owner interacts with selected counterparties that are NOT Users of the Services offered by KEMIEX:

Clause 4: Using the Site and the Services, Section r, s
Clause 9: Retention of title
Clause 13: Transaction Disputes between Users and Mediation

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