General Terms and Conditions
The web site www.demogate.com (the “Web Site”) and its sub-domains as well as the digital auctions platform (the “Platform”) found on the Web Site are operated by BRS International (“BRSI”, “We”, “Us”, “Our”), a legal entity registered with the commercial register of Luxembourg.
§ 1 Scope
- These General Terms and Conditions (“GTC”) govern the use of the Web Site and the use of the services provided as set out in Section 3 (“Services”). Please carefully read these GTC before you request Our Services.
- Access and use of the Web Site is subject exclusively to these GTC. You undertake that you will not use the Web Site for any purpose that is unlawful or prohibited by these GTC, such as but not limited to hacking or unauthorized access. By using the Web Site you are fully accepting these GTC and disclaimers contained herein.
- BRSI reserves the right to amend these General Terms and Conditions insofar as it deem this appropriate and expedient for technical reasons or as a result of market developments and insofar as this does not have an unreasonable detrimental effect on the interests of the users, in particular the appropriateness of service and consideration in return. Users will be informed via e-mail about any changes of the GTC at least four weeks before the changes will come into effect. If a user does not object within four weeks of the receipt of the notification, the alterations shall be deemed accepted. In the event of an alteration of the GTC, We will advise the users specifically of their right to object and the legal consequences of remaining silent.
- If the user objects amendments of these GTC that are not of minor significance, both parties are entitled to terminate this Agreement within a notice period of four weeks from receipt of the objection.
§ 2 Registration; User Account
- In order to be able to use the aforementioned Services all users must create a user account by registering on the Web Site. By creating an account, users shall provide the personal information requested by the Web Site during the registration process. The user hereby authorizes Us to use their personal information for the provision of the Service as well as in order to disclose the relevant personal information to users for the purposes necessary for the provision of the Service.
- The user warrants that all of the information provided to the Web Site upon creation of their user account and at any other time after the account is created, will be truthful, complete, exact and up-to-date. The user agrees that any information provided in connection with any vessel will be true, accurate and complete. Users are responsible for the data and information they provide or publish on the Web Site. We will not be liable to any user in the event that any information provided by a user is incomplete, inaccurate, misleading or fraudulent.
- Only one user account is accepted per user and no user accounts may be created on behalf of another person.
- The user account as well as the user’s password and username are personal and non-transferable.
§ 3 Provision of Services
- BRSI acts as a shipbroker (introducing sellers and buyers) for the ship recycling industry. Consistent with Our role as a shipbroker and unless specifically agreed otherwise, We act solely as an intermediary without obligations with regard to the sales transaction itself and respectively We are not responsible for the performance or non-performance of buyers and sellers. Except for the sales price of the auctioned vessel that is determined in the course of the auction as described below, the seller establishes its sales terms at its discretion.
- For this purpose the Web Site provides an online auction platform that is a smart digital price matching tool. The Platform enables sellers to create auctions in which buyers can participate and buy vessels per highest bid. The auction is a digital price matching mechanism. The auction method is an English auction, i.e. prices start from a set reference or minimum price and buyers have the chance to bid within the auctions after accepting the terms and conditions of the sale set by the sellers. The highest bid will win the auction and has the obligation to fulfill the terms and conditions set out by the seller.
- After an auction has been ended and a sale has been concluded We will assist with the post auction operation if the seller books this service.
- The Web Site contains a sales assistant, a tool that facilitates to run an auction. Inter alia, this tool provides price estimates derived from market prices for the sales price of the respective vessel. However, We accept no responsibility for the topicality and correctness of these price estimates. The seller is solely responsible for the reference or minimum price he chooses for the auction.
- The Platform enables the seller to order green ship recycling services provided from our external partners. Again, in this respect We act as an intermediary and do not assume any responsibility for the performance or non-performance of these services.
- We reserve the right to modify, update, interrupt, suspend or discontinue or remove (temporarily or permanently) the Web Site or any part of it without notice. We are not liable for any such change or removal.
§ 4 Prices and Payment
For the fulfillment of the Services We charge three different service fees:
- 1,00% of the sales price as brokerage fee that has to be paid by sellers. This fee includes the service of the auction, personal advice from the platform, preparation in relation to the auction and post fixture operations and assistance at any time during the handover process.
- We will issue an invoice for Our Services after the successful handover of the vessel. The seller shall pay all invoices in accordance with the payment conditions shown in the invoice. In the absence of such conditions, payment will be due within ten days of the invoice date.
§ 5 Intellectual Property Rights
BRSI owns all rights, title and interest in and to the Web Site, all the content (including, e.g. photographs, illustrations, graphics, other visuals, video, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Web Site, and the compilation of the content, code, data and materials on the Web Site, including but not limited to copyrights and related rights, trademark rights, design and patent rights and supplementary protection therein. The use of the Web Site does not grant users ownership of any content, code, data or materials users may access on the Site. Any commercial distribution, publishing or exploitation of the Web Site, or any content, code, data or materials on the Web Site, is strictly prohibited.
§ 6 Confidentiality
We will hold information given by users on a confidential basis. It is expressly agreed that all information regarding a sale is confidential and will not be disclosed to any other party without prior permission of the user. In all cases such obligation of confidentiality shall be deemed to end 3 years after the end of performance of the sale in question or in the absence of a concluded sale 3 years from the end of an auction.
§ 7 Our Obligations
We will perform the Services with the reasonable skill and care expected of a professional shipbroker. Unless otherwise agreed in writing, the Services for sellers are provided on an exclusive basis and it is understood that BRSI acts as a digital shipbroker.
§ 8 Liability
- BRSI assumes liability for damage caused by intent or gross negligence, damage resulting from a culpable injury of life, body or health, in addition to damage resulting from a breach of duty which at least results from slight negligence, the said duty being of fundamental relevance for the achieving of the purpose of the contract (cardinal duty). With the exception of the liability for intent and culpable injury of life, body or health, the compensation liability is restricted to the damages which are deemed to be typically foreseeable. In all other cases, the assertion of claims for compensation against BRSI is excluded, irrespective of the legal basis. In as far as the liability of BRSI is excluded or restricted in accordance with the foregoing provisions, this also has validity for the personal liability of its employees, representatives and vicarious agents. The liability in accordance with the German Product Liability Act remains unaffected.
- BRSI is exempted from its fulfilment of the Services in case of force majeur and the taking of industrial action, for which we are not responsible; there is no entitlement to compensation as a result.
- We do not assume liability for damages resulting from an unauthorized use of a user account.
§ 9 Termination of the Services
- If a user does not comply with all or some of the GTC, We reserve our right to interrupt or suspend, temporarily or permanently, all or part of our Services and the user account.
- In case We find out that information provided by a user is insufficient, not correct or fraudulent, We may block such user account. Meanwhile We will contact the user using the contact details provided by the user during registration in order to solve this issue. If the user does not react, We may delete the user account.
§ 10 Data Protection
- We will collect, process and use your personal data (e.g. personal data you provided during the registration process such as name, e-mail address etc.) exclusively within the framework of the applicable legal provisions, especially the Federal Data Protection Act.
- Personal data will not be disclosed to third parties unless legal or administrative regulations require the disclosure or the user has expressly given its approval. We will not use your personal data for advertising purposes.
- We undertake to take all necessary technical and organizational steps to guarantee the security of your personal data and prevent their alteration, loss, processing or unauthorized access.
§ 11 Place of performance, jurisdictional venue
- Should one or more provisions in these GTC be invalid or should this be the case in the future, this has no effect on the validity of the remaining provisions. An invalid provision will, in the form of a supplementary interpretation of the contract, be replaced with a provision which comes as close as possible to fulfilling the commercial purpose which was intended with the invalid provisions. This has analogous validity for the closing of any gaps in the provisions.
- Amendments to the provisions of these GTC and the wavering of the written/text form requirement require the written/text form.
- This agreement and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- The place of performance is Hamburg. The jurisdictional venue for the taking of legal action against businessmen and corporate bodies under public law or a special fund under public law is Hamburg.
Paris, November 2019