Article 1.1 Object

SourcingParts is a company that has developed a Supplier Relationship Management (hereafter « SRM ») and Sourcing-Solution for Enterprises.

SourcingParts has developed two components: a Software accessible through a web-browser and a Database that contains information on Suppliers.

Information on SourcingParts, its products and its references are freely available on the SourcingParts web site (http://www.sourcingparts.com).

The relations between the Users and SourcingParts are ruled by the present Terms & Conditions, however any special agreement between a User and SourcingParts shall prevail.

Article 1.2 Definitions

The following definitions apply to the Terms used in the present Terms & Conditions :

• Affiliates (companies controlled by one Party; control being defined as a capital share of at least 50%.
• ASP Application Service Providing : (hereinafter: ASP), computer technology based on the use of a software through a web-browser.
• Database : electronic storing utility that contains data relative to the Suppliers, including name, type of activity, address, phone, fax, email, Internet website, number of employees, turnover, production surface, financial information).
• Agreement: : the Contract concluded between SourcingParts and the Buyer or the Contract concluded between SourcingParts and the Supplier. The provisions of this special agreement shall prevail over the present Terms & Conditions.
• User license : authorization given by SourcingParts in the form of a username and a password in order to enable the User to access the Software and/or the Database.
• Software : parts or integrality of the source code of a computer program base on the ASP technology and developed by SourcingParts. This program has been designed to enable Buyers and Suppliers to exchange information. http://www.sourcingparts.com
• User: employees, representatives, consultants, contractors or agents who are using the services provided by SourcingParts.
• Website: Internet website accessible on the URL http://www.sourcingparts.com or on a specific subdomain such as [name of the client].sourcingparts.com.

Article 1.3 Types of Users

The different Usersshall be classified in 3 separate categories:

Article 1.3.1

The Visitor :

The term « Visitor » means any person that accesses the Website through a web-browser. The “Visitor” can access all the information available freely on the Website.

The relations between the Visitor and SourcingParts are exclusively governed by the present Terms & Conditions.

Article 1.3.2

The Buyer:

The term « Buyer » means any person that has subscribed a “Buyer””-account on the website.

Those services to the Buyer are the following:

1) A “SRM and Sourcing”-Software ;

2) A database with information on Suppliers;

3) A free trial of the sourcing function;

4) Training services and implementing support.

Subscription on the website does not confer any right to use the services. A separate Agreement has to be concluded between SourcingParts and the Buyer.

The agreement concluded between the Buyer and SourcingParts shall prevail over the present Terms & Conditions. The present Terms & Conditions apply in case of surplus, or lack of contract between the two parties.

SourcingParts reserves itself the right to control at anytime the respect by the Buyer of the present Terms & Conditions.

Article 1.3.3

The Supplier:

The term «Supplier » means any person that has subscribed a “Supplier”-account on the website. SourcingParts provides to the Supplier a hosted (Customer Relationship Management «CRM ») software with free and/or chargeable options.

Subscription on the website does not confer any right to use the services. SourcingParts reserves its right to check the respect of the contractual conditions before giving access to its services.

In case a separate agreement is concluded between the Supplier and SourcingParts, this special agreement shall prevail over the present Terms & Conditions. The present Terms & Conditions apply in case of surplus, or lack of contract between the two parties.

SourcingParts reserves itself the right to control anytime the respect by the Supplier of the present Terms & Conditions.

SECOND CHAPTER : RIGHTS ON THE WEBSITE, THE SOFTWARE AND THE DATABASE

Article 2.1 : Rights on the website

The entire content, including logos and other images, of the website is subject to copyright with all rights reserved.

Any User may save or print out a hard copy of individual pages and/or sections of the SourcingParts website, provided that you do not remove any copyright or other proprietary notices.

Article 2.2 : Rights on the Software

All rights related to the Software and the related Database, remain with SourcingParts.

SourcingParts may concede the right to use the Software to a Buyer and/or a Supplier. This right is not exclusive, non-transferable and cannot be sublicensed. The right should be used in accordance with the provisions of these Terms & Conditions.

Article 2.3 : Rights on the Database

All rights related to the Database remain with SourcingParts.

SourcingParts may concede the right to use the Database to a Buyer and/or a Supplier. This right is not exclusive, non-transferable and cannot be sublicensed. The right should be used in accordance with the provisions of these Terms & Conditions.

The Parties acknowledge that the property rights on the content of the Database are allocated in the following manner:

1) The data directly related to the use of the Software, including drawings, documents, grids, prices and other electronic information remain in the property of the Buyer and/or Supplier who enters the information in the database.

2) All other data, including data related to the identification of Suppliers, including name, type of activity, address, phone, fax, Internet website, email, number of employees, turnover, production surface, financial information, rating are property of SourcingParts.

SourcingParts reserves its right to exploit the information stored in the Database. Any use by SourcingParts of this information will be anonymous and confidential, among others for statistical purposes.

CHAPTER 3 : CONDITIONS OF USE

Article 3.1 : Buyer’s obligations upon submission of a Request For Quote

When a Buyer posts a Request for Quotes and/or e-auction, he extends an offer to Suppliers to meet the requirements specified in the Request for Quotes, including but not limited to price, payment terms, shipping terms and payment methods. Thus he may not use an alias to place false bids for his or any other Request for Quotes and/or e-auction; and he may not otherwise manipulate the pricing or bidding under his or any other Request for Quotes and/or e-auction.

Buyers registered with SourcingParts represent and warrant that:

1) all information provided in a Request for Quotes and/or e-auction shall be accurate and complete and accurately represents his good faith intent and his ability to accept the products or services as requested;

2) all Requests for Quotes and/or e-auction posted on the site are real, i.e. they correspond to a real need on parts to be bought or transferable;

3) no Request for Quotes and/or e-auction or other information he provides on the Site shall be inaccurate or misleading or be in breach with Art. 3.6 below;

4) he shall have the right and the authority to accept a bid matching his stated criteria in a Request for Quotes and/or e-auction.

5) He has the full Intellectual Property of all attached documents or drawing attached to the Request for Quote / and/or Auction

SourcingParts does not offer any guaranty as to the Request-for-Quotes and/or e-auction submitted through the Software. No express or implicit guarantee is offered with regard to the characteristics of the Request-for-Quotes and/or e-auction, the identity of the User who generated the Request-for-Quote nor its solvability or any other characteristic.

Article 3.2 : Supplier’s obligations upon submission of a Quote

A Supplier may bid on Requests for Quotes and/or e-auction listed on the Site. When he does so, he extends an irrevocable offer to the Buyer to provide the product or services requested on the terms and conditions he states. Thus, he may not use an alias to place false bids.

Suppliers registered with SourcingParts represent and warrant that all information he provides shall be accurate and complete and accurately represents his good faith intent capabilities as a Supplier and be in compliance with Art. 3.6 below and that he has the right and authority, through actual ownership, control or otherwise, to provide any product as part of a bid to offer through the Site.

SourcingParts does not offer any guaranty as to the Bids submitted through the Software. No express or implicit guarantee is offered with regard to the characteristics of the Bids, the identity of the User who generated the Bids nor its solvability or any other characteristic.

Article 3.3 : For the Buyer and/or the Supplier in the use of the software and/or the database

During the use of the software and/or of the database, both the Buyer and the Supplier are bound by the general obligation of good faith and warrant:

1) that they may not use an Alias;

2) that they may not provide inaccurate or confusing information;

3) that they may not provide information that is not in conformity with Art. 3.6.

SourcingParts includes a self-regulating system designed to increase effectiveness of theSourcingParts platform on a daily basis.Calculation of ratings is made automatically by the system using process indicators, such as userresponsiveness, data completeness and integrity.

Article 3.4 : OSM module

The following provision shall apply to the use of the OSM module:

The Supply-Buyer is fully responsible for the set-up, that being among others the definition of zones and the frequency of the emails. The Supply-Buyer shall also be fully liable for any import error.

The Supplier is fully liable for the content of its answers, that being among others is confirmation, proposition or refusals.

SourcingParts is only the vector of the information: SourcingParts publishes the information on its website, where it can be downloaded by the Buyer-Supplier or by the Supplier.

The Users acknowledge that SourcingParts shall not offer any warranty as to the receipt or comprehension of the information submitted through the OSM module. Moreover, SourcingParts does not guaranty the content of the submitted information.

Article 3.5 : User license

The user license as a Buyer or as a Supplier is attributed exclusively to one single user and may only be used by a single physical person. In no event, more than one person should use one user license.

SourcingParts reserves its right to refuse to hand out a username and a password without justification. In this event, the details of another potential user shall be submitted to SourcingParts.

Article 3.6 : Conformity with legislation

Users shall comply with all applicable laws, statutes, ordinances and regulations regarding their use of the services provided by SourcingParts (including without limitation those governing export control, unlawful competition and antitrust restrictions).

Article 3.7 : Information

The Buyer and/or the Supplier shall have full liability for the content of the information transmitted through the Software and/or in the Database by themselves or third parties using their Username and/or Password.

The Buyer and/or the Supplier agrees not to collect or store any data that falls within one of the following categories:

• Writings, recordings or images or any material that describe cruel actions against humans and/or animals;
• Writings, recordings or images or any material containing nudity, pornography, or sexual material of a lewd, vulgar, lascivious, indecent, lecherous or obscene nature or intent, o
• Writings, recordings or images or any material that violate local, state, national, and/or international laws;
• Writings, recordings or images or any material which consists of hate propaganda or hate mongering, swearing, racial discrimination,
• Writings, recordings or images or any material that is unlawful, threatening, abusive, harassing, tortuous, defamatory, invasive of privacy or publicity rights, hateful, vulgar, obscene, profane, harmful, libelous, indecent, racially, ethnically, or otherwise objectionable;
• Writings, recordings or images or any other material that violates or infringes in any way upon the rights of others, including, without limitation, any patent, trade secret, right of privacy, right of publicity, copyright or trademark rights;
• Writings, recordings or images which encourage fraudulent material or activity;
• Writings, recordings or images or any other material that promotes, encourages, or provides instructional information about any illegal activities or any material which encourages conduct that would violate any law or give rise to civil or criminal liability under any law;
• Writings, recordings or images that are false, defectives or confusing;
• Writings, recordings or images which involve the sale or solicitation of counterfeit or stolen goods;
• Writings, recordings or images, which may otherwise create any liability on SourcingParts’ behalf.

SourcingParts will take any necessary step in order to ensure that this information is not accessible through the Software or in the Database.

Article 3.8 : System Integrity

SourcingParts takes the necessary steps in order to ensure the standard level of security in its branch of activity.

Users may not use any material that contains software virusesor any other computer code, programs, files, corrupted data, or any other harmful or damaging component designed to interrupt, impair, destroy, or limit the functionality or operability of any computer system, software, hardware, or telecommunications equipment.

User may not use any device or program designed to surreptitiously intercept or expropriate any system, data or personal information from the Site, the Software or the Database.

Users may not take any action which imposes an unreasonable or disproportionately large load on the infrastructure of the Website and/or Software and/or Database, including but not limited to "spamming" or other such unsolicited mass e-mailing techniques. spamming

Users agree that they will not use any robot, bot, spider or other automatic or manual device or process to monitor or copy any part of the Site, the Software or the Database.

In case of breach of this obligation, the User shall be liable and held SourcingParts harmless from any direct or indirect damage. SourcingParts reserves its right to take any further adequate step, including but not limited to a temporary or definitive close of the access to the Software and/or the Database.

In such event, SourcingParts notifies the User of the taken measure.

Article 3.9 : Password and username

It is the Customer's responsibility to ensure that the Username and Password issued by SourcingParts remain strictly confidential and personal. The Customers agrees not to share this information with Third Parties and not to use it in a manner that is not in conformity to the present Terms & Conditions, the Agreement or the applicable law.

If Customers are concerned at any time that Usernames or Passwords have been compromised, SourcingParts should be informed immediately sales@sourcingparts.com.

Any information sent from the Username of a User is reputed to come from that User. The User can prove the contrary.

SourcingParts is not liable for any abuse and/or fraud that is committed through an illicit use of the Username.

SourcingParts does not guaranty the identity of the Users on the SourcingParts services.

Article 3.10 : Indemnification

Users agree to hold SourcingParts, its organs, employees and agents harmless from and against any and all claims and damages of any kind (including reasonable attorneys' fees) resulting (1) from their use of the services provided by SourcingParts, in breach of any provision of these Terms and Conditions or (2) from any actions they may decide to take now or in the future in that context.

SourcingParts reserves the right to report any wrongdoing by users, as soon as SourcingParts becomes aware of it, to the applicable authorities.

Article 3.11 : Limitation of liability

In no event shall SourcingParts’ aggregate liability exceed the amounts actually paid by the Customer during the last 12 months immediately preceding the event giving rise to such claim.

In no event, shall SourcingParts be liable for any indirect damage such as market loss, image loss, or any other indirect, special, incidental, punitive or consequential damages whether or not SourcingParts has been advised of the possibility of such damage.

Notwithstanding the above-mentioned, SourcingParts is only liable for intentional fault or serious negligence.

Article 3.12 : Payment of fees

The Buyer and the Supplier shall pay all fees and charges in accordance with their license level. The payment of licenses is required before use of the service and will not be reimbursed in the event of interruption of the service before the end of the rental period.

In case of non-payment, SourcingParts reserves its right, among other remedies, to suspend or terminate the access to the Software and/or the Database.

In such event, SourcingParts notifies the User of the taken measure.

CHAPTER 4 : THIRD PARTY INTERACTION

Article 4.1 : Third Party Interaction

SourcingParts does not provide any guarantee for any information, decision or contract concluded by the Customer following the use of SourcingParts’ services, the latter being neither a Counsel nor an Intermediary.

Article 4.2 : SourcingParts’ legal position

SourcingParts does not have any activity as a seller, buyer or any similar activity in its own name or on behalf of a User.

Neither the Agreement nor these Terms & Conditions do create an employment, partnership or franchising relationship between the users and SourcingParts.

The Terms & Conditions apply to the relations between the Users and SourcingParts, but do not generate any right or obligation for third parties.

CHAPTER 5 : END

Article 5.1 : Termination for cause

In case of breach of the obligations set forth in the present Terms & Conditions, SourcingParts may take any appropriate measure, including but not limited to an immediate termination of the contractual agreement.

In such event, SourcingParts notifies the User of the taken measure.

CHAPTER 6 : WARRANTIES AND REPRESENTATIONS

Article 6.1 : Warranty for information provided on the website

The User acknowledges that SourcingParts does not guaranty the exactitude and completeness of the information available on the website.

Article 6.2 : Warranty for information contained in the Database

SourcingParts only guarantees that the Storing dates and the Updates are correct.

SourcingParts does not offer any warranty for the exactitude and completeness of the information stored in the databases by a Buyer or a Supplier.

In particular, every Supplier is responsible for the information stored in its User profile.

Once a user has chosen a competence, SourcingParts reserves itself the right of making links between different UNSPSC or e-class classifications and SourcingParts.

Article 6.3 : Service warranty

The use of the Software and/or of the Database may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications (including but no limited to circumstances like : acts of sabotage, embargo, war, closing by the governmental authorities, strikes, interruptions of telecommunications, floods, lightning, fire, earthquakes, viruses or other computer, intentional or accidental errors committed by Users).

The User acknowledges that SourcingParts is not responsible for any delays, failures or other damage resulting from such problems.

Article 6.4 : Third Party Links

SourcingParts does not endorse any sites on the Internet that are linked through the Site. SourcingParts provides these links only as a matter of convenience and in no event shall SourcingParts be responsible for any content, products or other materials on or available from such sites.

Article 6.5 : Access Rights

The Software enables the Cocontractor to define the persons which shall have access to the information that is being disclosed in the course of the use of the Software and/or the Database.

SourcingParts takes the standard measures in its field of activity in order to ensure the respect of the access rights as defined by the Cocontractor.

The Cocontractor is fully liable for his own choice of certain “disclosing options”.

The Parties acknowledge that the Software created by SourcingParts is a tool designed to increase information flow and that therefore the disclosure of information is inherent in the course of due use of the Software and/or the Database.

CHAPTER 7: FINAL PROVISIONS

Article 7.1 : Applicable law

The present Terms & Conditions shall in all respects be governed by and construed in accordance with the laws of Switzerland.

Article 7.2 : Jurisdiction

The Parties hereby submit to the exclusive jurisdiction of the courts of Geneva (Switzerland).

Article 7.3 : Modification of the Terms & Conditions

SourcingParts reserves the right to modify or amend these Terms & Conditions at any time without prior notice and by publication on the website http://www.sourcingparts.com. Every User will be informed via the News space on the application and is invited to contest said changes by a notification within a time span of 3 months since publication on the website. Silence during this time period amounts to acceptance. In case of rejection, the last accepted version of the general Conditions apply.

Article 7.4 : Questions

In case of questions related to these Terms & Conditions, please write an email to sales@sourcingparts.com.

Article 7.5 : Version

The present Terms & Conditions are version 4.0, published on the Website on the 12/07/2006. The English version is the master version of the Terms & Conditions.