AgriGlobal Market´s Terms and Conditions
1. General Information
These terms and conditions regulate access and use of the services offered through the AGRIGLOBAL platform and the AGM payment platform made available to users registered in the platform, either in their capacity as SUPPLIERS or BUYERS (here in after, the “USERS”).
Using the AGRIGLOBAL platform implies the full acceptance of the provisions included herein, in the version published at the moment when USERS access the Website.
Likewise, AGRIGLOBAL informs platform USERS that these terms and conditions may be unilaterally modified. Therefore, USERS have to carefully read this document when a modification is notified.
2. Platform and Services
AGRIGLOBAL is a platform that connects all types of actors in the agro-industrial sector who seek to sell their products at a large scale with national and international buyers who require said products. To that end, AGRIGLOBAL offers its USERS access to its platform, through which BUYERS and SUPPLIERS get in contact to conduct buying and selling transactions according to the conditions agreed by the USERS.
USERS are reminded that AGRIGLOBAL neither possesses or performs the sale of the products, nor controls any of the products offered by the SUPPLIERS or their characteristics.
It is the sole and exclusive responsibility of the SUPPLIERS to provide truthful, accurate, updated and complete information while offering products through the platform, as well as to have the relevant export permits.
By virtue of the foregoing, AGRIGLOBAL offers free access to the platform’s basic features and the possibility to acquire the AGRIGLOBAL MEMBERSHIP, which shall allow USERS access to the following features:
- Market information in real time
- Statistics related to the agro-industrial sector
The AGRIGLOBAL MEMBERSHIP shall be activated free of charge for thirty (30) days and the USER may renew the membership by paying through the payment gateway enabled for that purpose.
Moreover, the USER may post commercial offers or sales transactions in the platform. In this case, the USER will pay AGRIGLOBAL a percentage of the sales transaction performed in the platform as a commission for the technological services made available to it.
AGRIGLOBAL will clearly and expressly inform the USERS about the commission percentages to be paid as a consequence of the transaction to be performed.
Furthermore, the USERS understand and accept that AGRIGLOBAL may offer its own products and/or services through its platform; including, without limitation, posting commercial offers, offering additional features, among others.
3. Registry and Subscription to AGRIGLOBAL
To access and use the Services, USERS must register in order to obtain an AGRIGLOBAL account, either in the capacity as SUPPLIER or of BUYER. To that end, they have to follow a registration procedure that implies providing all of the information necessary for their identification.
In addition to the foregoing, the SUPPLIERS must provide banking and business information, which will be hosted in the platform under strict confidentiality. This information will only be shared with international financial entities and with the BUYERS, in order to comply with the contractual obligations acquired in the platform and according to the data Processing Policies, which may be consulted here.
The person who registers the USER account must have total capacity to legally represent the company on behalf of which it is creating the registration, seeing as the transactions performed through AGRIGLOBAL shall be binding to the company.
Once the USER is registered in the AGRIGLOBAL platform, it must proceed with the activities needed for identity verification as well as with security controls for adequate knowledge of the client,according to the purposes specified in section 4 of AGRIGLOBAL’S Data Protection Policy, available here.
Notwithstanding the foregoing, USERS state that the information provided in their registration in the application and for the provision of the services is truthful, accurate, updated and complete, as well as the documentation provided for their adequate identification; and that they have sufficient legal binding capacity and relevant permits to sell the products to be posted through AGRIGLOBAL.
AGRIGLOBAL reserves the right to request additional verification information at any time. It also reserves the right to reject any registration request or to cancel a previously accepted registration without being obliged to communicate or expose the reasons of this decision and no right to indemnification or reparation shall arise.
Subject to the compliance of the Terms herein and to the payment of any fees applicable, AGRIGLOBAL grants its USERS a limited, non-exclusive, non-sublicensable license to access AGRIGLOBAL’S platform and its payment module.
Said license allows USERS to subscribe to the platform for free and to learn the features available. Notwithstanding the foregoing, capacity to access the information and the indicators shall be subject to the validity of AGRIGLOBAL’S MEMBERSHIP. Meanwhile, posting offers and executing sales transactions with other USERS shall be subject to the payment of the commissions arising from said transactions, as informed in the contracts resulting from the use of the platform.
AGRIGLOBAL platform’s USERS may not:(i) remove any copyrights or trade mark notes, or other intellectual property notes from any part of the Services; (ii) reproduce, modify or prepare works derived from the Services; distribute, license, lease, sell back, transfer, exhibit publicly, present publicly, transmit, relayor in any other way exploit the Services, except as expressly allowed by AGRIGLOBAL; (iii) decompile, do reverse engineering or dismantle the Services, except as allowed by the applicable law; (iv) link, reflector frame any part of the Services; (v) cause or launch any program or script with the purpose of extracting, indexing, analyzing or, in any other way, performing intelligent data analysis to any part of the Services, overload, or unduly block operations and/or functionalities of any aspect of the Services; or(vi) try to have unauthorized access or damage any aspect of the Services or its related systems or networks.
4.2. Nature of the Services Offered by AGRIGLOBAL
AGRIGLOBAL’S services are provided “as is”. AGRIGLOBAL waives any statement or guarantee, either express or implied, including the implied guarantees of merchantability, suitability for a particular purpose, and non-infringement.
Additionally, AGRIGLOBAL does not state nor provide any guarantee regarding the reliability, timeliness, quality, suitability or availability of the services offered by AGRIGLOBAL or any of the goods requested to third parties through the use of the platform, or that the services would be seamless or free from errors.
AGRIGLOBAL does not guarantee the quality, suitability, safety or ability of third-party SUPPLIERS. Platform USERS agree that any risk arising from the use of the services and any service or good requested will only belong to the USER who requests them, to the maximum extent allowed by the applicable law.
5. Products’ Offer
The AGRIGLOBAL platform allows SUPPLIERS to offer their products in real time; by specifying the characteristics of their offer, and the payment and delivery conditions, according to the fields provided in the platform.
AGRIGLOBAL shall not be liable for offers or agreements contained in these media facilitated to the USERS. USERS are liable for the legal obligations arising from their communications.
AGRIGLOBAL will not be liable for mistakes attributable to the SUPPLIER at the moment of posting its offer. Likewise, SUPPLIERS are liable for informing potential BUYERS about changes in the conditions of the post theymade.
USERS understand and accept that AGRIGLOBAL will act as intermediary and that this service implies costs which will be informed by AGRIGLOBAL after the USERS have established the specific conditions of the sales transaction. Said amounts must be invoiced or presented in an equivalent document, or as a cost within the contracts, according to the applicable legislation and the method of payment chosen by the USERS.
5.1. Intention and Acceptance of Offers
When the SUPPLIER posts its offer, it will enable BUYERS to express their purchase intention, which must be accepted or rejected by the SUPPLIER.
In this regard, BUYERS may express their purchase intention to the SUPPLIER and the SUPPLIER has a maximum period of three business days to accept it, starting the moment of receiving the purchase intention. If this term expires, it will be understood that the SUPPLIER has rejected the proposal made by the BUYER.
BUYERS understand and accept that purchase intentions presented to a SUPPLIER are binding and that by presenting it they accept the conditions demanded by the SUPPLIER. Likewise, BUYERS accept and acknowledge that they are liable for complying with the contractual obligations acquired, under penalty of repairing any kind of indirect, incidental, special, punitive or consequential damages, including loss of profit, loss of data, personal injury or damages to the property, and for the relative damages caused to the other party due to its non-compliance.
The SUPPLIER accepts and undertakes that the acceptance of the purchase intention submitted by a BUYER is binding, and that entering int the contract with the BUYER, each one of the parties has the duty to comply with its provisions. Therefore, the SUPPLIER and the BUYER accept and acknowledge that it is their responsibility to execute the contractual obligations acquired, under penalty of repairing any kind of indirect, incidental, special, punitive or consequential damages, including loss of profit, loss of data, personal injury or damages to the property, and relative damages caused to the other party as consequence of its non-compliance.
After the SUPPLIER accepts the purchase intention and once the method of payment has been agreed, the platform shall enable a contract with the specific conditions of the sales transaction, including,without limitation: liabilities for quality, compliance with the technical conditions, delivery dates, policies, deriving administrative charges, among others.
Whenever the contract is obtained, each of the USERS has to digitally sign the document. To that end, AGRIGLOBAL offers its digital signature system, which allows the parties to sign and comply with the obligations acquired.
AGRIGLOBAL informs its USERS that it is their responsibility to have a digital signature and to verify if it is updated. USERS are also responsible for verifying that the information in the contract, which may be preloaded data, matches the information of the posted offer. Nevertheless, AGRIGLOBAL is not liable for the coincidence of this information with the offer and the parties are responsible for verifying the information before signing the document. Likewise, USERS are liable for providing truthful, accurate, updated and complete information, as well as for preventing any kind of activity or action that entails a simulation or fraud in the use of the publication mechanism, the offer, acceptance, subscription, closure, compliance and payment of the contracts.
6. Payment of the Sale Transactions Between USERS
To pay the sales transactions entered into by the USERS through the platform, AGRIGLOBAL has several methods of payment available, such as:
- AGM payment
- Advanced payment
- Letter of credit
- Cash Against Documents (CAD)
For the method “AGM payment”, AGRIGLOBAL offers its clients a payment processing function where payment transactions are connected with the international financial entity in charge of holding and regulating the funds necessary to ensure the compliance of the obligations of each USER.
This way, the money shall only be delivered to the SUPPLIER when the BUYER confirms that it has received the products agreed and to its satisfaction.
By using any method of payment enabled, USERS irrevocably accept paying the administrative charges that may arise from AGRIGLOBAL’S intermediation management. Said costs will be informed by AGRIGLOBAL once the USERS have established the specific conditions of the sales transaction.
6.1. AGRIGLOBAL’S MEMBERSHIP Payment
AGRIGLOBAL warns USERS that it has no control over said website–payment gateway, therefore, AGRIGLOBAL will not assume any responsibility for the availability of the site nor for its service failures. Upon entering the third-party website, USERS will be subject to its terms and conditions.
AGRIGLOBAL does not know, store or process any financial data provided to the gateway which is enabled to pay AGRIBLOBAL’S MEMBERSHIPS. Therefore, the process of payment shall be the USER’S exclusive responsibility and it is free to decide whether to use the available payment gateway or not.
7. Obligations of the USERS
Within the framework of the use of the AGRIGLOBAL platform, USERS commit to not offend public order and to respect current laws and rules, as well as the rights of third parties and the provisions hereof.
USERS have the obligation to:
- Keep the information provided in the platform up to date, so that it corresponds to reality. Including, without limitation, the information provided on the registration stage and the information contained in the products’posts.
- Uphold legal regulations when acting in the platform and behave in good faith and in a transparent manner.
- Give BUYERS a guarantee over the products or services offered, ensuring that they comply with the quality, suitability and safety conditions and the characteristics mentioned in the products’offer.
- Act in compliance with its legal duty to cooperate with the prevention and control of money laundering, financing of terrorism and any other crime of the similar kind, contemplated in national and international regulations and to cooperate with AGRIGLOBAL’S request for information in that regard.
- Respect AGRIGLOBAL’S Intellectual or Industrial Property Rights, by means of any direct or indirect action which may entail their infringement.
- Refrain from accessing the services offered by AGRIGLOBAL by means of using intrusive tools (hacking), password cracking, discovery of vulnerabilities or any other which are not allowed or illegitimate.
- Refrain from creating false identities or from identity theft in the use of AGRIGLOBAL or of any of the services linked to it, including the use of third party passwords or access keys, or in any other way.
- Use AGRIGLOBAL’S license under their responsibility and with the sole purpose of servicing its business purpose, always under the terms and conditions provided herein.
- Inform the other party (SELLER/BUYER) and AGRIGLOBAL about any news which mayfully or partially affect the delivery of the products and/or the compliance of any obligation acquired by the USER through the platform.
- Be liable before other USERS for the obligations contracted through AGRIGLOBAL and incases in which it is necessary to indemnify any kind of indirect, incidental, special, punitive or consequential damages, including loss of profit, loss of data, personal injury or damage to the property, and relative damages caused to the other party, as a consequence of any breach attributable to that USER.
- Have with the permits necessary in place to exercise its business activities and offer its products in case they are required.
- Havefull capacity to undertake the obligations acquired as a consequence of the use of the platform.
8. Intellectual and Industrial Property
8.1. Industrial Property
All registered trademarks, service marks, trade names, logos or other words or symbols which identify AGRIGLOBAL’S products, services or business units are and will remain exclusive property of AGRIGLOBAL. In consequence, they must not be used for private or commercial purposes nor copied and/or disclosed by any means by the CLIENT or third party, without prior and express authorization of AGRIGLOBAL.
Additionally, USERS will not acquire any right in the marks for their capacity.
8.2. Intellectual Property
Any attempt to represent or reproduce the platform or its content, either fully or partially and no matter the procedure, without express and prior authorization of the holder of the rights over said content is prohibited.
Particularly, AGRIGLOBAL expressly prohibits:
- Extracting, by means of permanent or temporary transfer of the whole or a qualitatively or quantitatively substantial part of its database content, on another support, by any means and in any form.
- Reusing or making available to the public the whole or a qualitatively or quantitatively substantial part of the database content in any form.
- Reproducing, extracting or reusing, by any means, the contents indexed in the platform.
9. Limitation of Liability
AGRIGLOBAL is not liable for indirect, incidental, special, punitive or consequential damages, including loss of profit, loss of data, personal injury or damages to the property, or relative damages or related with or in another way arising from any use of the platform, even if AGRIGLOBAL has warned about the likelihood of said damages.
AGRIGLOBAL is not liable for any damages, responsibilities or losses arising from: (i) its use of or dependence on the services, or its inability to access or use the services; or (ii) any transaction or relationship between the BUYER and any third party SUPPLIER, even if AGRIGLOBAL has warned about the likelihood of said damages. AGRIGLOBAL is not liable for delays or lack of execution arising from causes which are beyond AGRIGLOBAL’Sreasonable control.
USERS agree to hold AGRIGLOBAL and its advisors, directors, employees and agents harmless from any claim, lawsuit, loss, liability or expense (including attorney fees) arising from: (i) the use of the Services offered by AGRIGLOBAL, or the goods obtained through the contractual relationships established with other USERS; (ii) its non-compliance or violation of any of the provisions herein; (iii) the infringement of the rights of any third party, including third party suppliers of AGRIGLOBAL.
11. Unilateral Termination
AGRIGLOBAL may cancel the USER’S account if the USER breaches any of its obligations when the prior notice has not taken effect.
The cancellation must be understood notwithstanding the damages that AGRIGLOBAL or another USER may claim from the USER to repair the detriment suffered as a consequence of said breach.
AGRIGLOBAL reserves the right to terminate any valid contractual or commercial relationship between AGRIGLOBAL and the USER. AGRIGLOBAL is not obliged to notify or expose the reasons for its decision and no right to indemnification will arise.
13. Modifications to the Terms and Conditions
AGRIGLOBAL reserves the right to update, suspend, discontinue, alter or modify this platform or any of its information; including its data, instructions, features, characteristics, services, products or other content provided through this platform, including parts of it, without giving any reason or prior notice.
Said updates, suspensions, interruptions, alterations or modifications may include, without limitation, changes, additions or withdrawals of information, data, instructions, features, characteristics, services, products or another content.
AGRIGLOBAL is not liable in case those updates, suspensions, interruptions, alterations or modifications hinder or interrupt the access of the USERS to the platform or to the related information, stored data, instructions, features, characteristics, services, products or another content.
14. Validity of the Terms and Conditions
If, due to the effects of any amendment to the current legislation, or to any judgment of a competent court, one or more clauses herein are declared null, ineffective, inexistent or unenforceable it will be understood that the remaining provisions are still be valid, except if the agreement cannot be executed without the null, ineffective, inexistent or unenforceable provision.
This document has been drafted in the English language and this version will be considered official. In the event of doubt or discrepancy, what is expressed in the language considered official will constitute the only interpretation criteria.
b. Applicable Legislation
Matters pertaining to the compliance and application of the terms and conditions herein shall be subject to the civil and commercial legal regulations of _____________________.
c. Resolution of Conflicts
Any dispute, conflict, claim or controversy, of any kind, arising from these conditions or largely related, including those relative to their validity, interpretation and enforceability, must be forcefully submitted to mediation procedures, by virtue of the Mediation Rules of the International Chamber of Commerce (“The ICC Mediation Rules”). If said dispute is not resolved in a term of sixty (60) days from the date on which the mediation request is formalized by virtue of the ICC Mediation Rules, said conflict will be referred for exclusive and definite resolution through arbitration, by virtue of the Arbitration Rules of the International Chamber of Commerce (“ICC Arbitration Rules”).
The conflict will be resolved by one (1) arbitrator appointed with that purpose by virtue of the Rules of the ICC. The seat for both the mediation and the arbitration shall be_____________________
The existence and the content of the mediation and arbitration procedures, including documents and reports filed by the parties, ICC’s correspondence, mediator’s correspondence and correspondence, orders and awards issued by the sole arbitrator will be kept under strict confidentiality and will not be disclosed to third parties without express and written consent of the other party, except if: (i) disclosure to the third party is reasonably necessary to follow the mediation or arbitration procedure; and (ii) the third party unconditionally accepts, in writing, to be subject to the non-disclosure obligation provided herein