Terms and Conditions
chembid is a global platform that supports commercial buyers and sellers of chemicals and related services with exclusive and up-to-date industry information. This includes, among other things, information on product, market, and price developments as well as marketing functions, such as a search engine for chemical products or the possibility of company presentation and lead generation.
chembid is only offered to companies, i.e. users acting on a commercial or freelance basis, and not to consumers.
The following GTC are the basis for the use of chembid and the basis of the contractual relations between the users and chembid GmbH as its provider.
Status/last updated: 18.06.2021
Disclaimer: The document was automatically translated from German language to English-US by the deepl.com services on January 20th, 2022. The English version of the document is not a certified legal translation. The original document is written in the German language. In case of doubt, the German version shall prevail.
Table of contents
2. Limitation to buyers and sellers acting commercially
4. Further development and performance changes
5. Limitation to mediation services and own information
6. Registration and conclusion of contract
7. Maintenance of access and contact data
8. Confidentiality, protection of trade secrets and contractual penalty
9. Use subject to payment, invoicing, terms of payment
10. Responsibility for content
14. Granting of rights of use by users
15. Authorization of use and scope of use
18. Liability and compensation
1. Scope and terminology
1.1. The subject of these General Terms and Conditions (hereinafter referred to as „GTC“) is the use of the online platform „chembid“ and the offers associated with chembid, such as the search function as well as the chembid dashboard, individual web pages, functions and content (hereinafter jointly referred to as „chembid“). The GTC apply regardless of the domains, systems, platforms and devices (e.g. desktop or mobile) used on which chembid is executed.
1.2. Provider of chembid.com is chembid GmbH, Marie-Curie-Straße 1, 26129 Oldenburg, Germany (hereinafter referred to as „chembid GmbH“).
1.3. By using chembid, users agree to these GTC.
1.4. Individual agreements or rules for special services or service areas, in each case if effectively included, shall become part of the contract with the users and shall take precedence in the event of a contradiction to these GTC.
1.5. Deviating general terms and conditions of the user shall only apply if chembid GmbH has expressly agreed to them in writing. A failure to reject contrary and communicated general terms and conditions of the user shall not constitute consent.
1.6. The term ‘content’ as used hereinafter shall mean all content and information posted by users, such as photographs, graphics, logos, videos, texts, ratings, information about places and people, and links.
1.7. The term ‘user’ includes both buyers and sellers of chemicals. The terms used, such as ‘user’, are to be understood as gender-neutral.
2. Limitation to buyers and sellers acting commercially
2.1. The offer of chembid GmbH is directed exclusively at commercially acting buyers and sellers or other business users (hereinafter referred to as ‘entrepreneurs’) and not at consumers. Consumers are prohibited from using the services of chembid GmbH and from using chembid.
2.2. A consumer within the meaning of these GTC is any natural person who enters a legal transaction for a purpose that can predominantly be attributed neither to his commercial nor to his independent professional activity. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.
2.3. By using the services of chembid GmbH, the users declare that they are entrepreneurs and not consumers. Chembid GmbH reserves the right to verify whether the user is not a consumer (e.g. verification of address data, business registration, or VAT identification number).
3. Performance description
3.1. chembid provides buyers and sellers of chemicals with a variety of supporting functions and content. These include the meta-search engine for chemicals (‘chembid websearch’), support in assessing the demand situation (‘Market Demand’) and identifying potential customers (‘Lead Generation’), as well as potential competitors or suppliers (‘Product Insights’), information on price developments (‘Price Trends’), relevant industry information (‘News Flash’), as well as the possibility to present their own companies and services on chembid (‘Marketing Hub’) and the assistant for paints and coatings ‘Coatino’.
3.2. The functions and contents available to the Users, their details and costs, will be communicated to the users within the scope of the registration, or can be found in the overview of services on the website of chembid.
4. Further development and performance changes
4.1. The further development of chembid is an essential part of the service offer. The further development includes, among other things, the adaptation to technical and legal progress and consideration of the user’s requirements for the use of chembid. Within the scope of further development, chembid GmbH may modify chembid as well as partial functions of chembid without this constituting a defect, if this is reasonable for the user and the achievement of the purpose of the contract is not jeopardized thereby. This shall apply in particular
– if a change for the benefit of the user happens;
– if the purpose of the amendment is to bring the services into compliance with the applicable law, in particular if the applicable legal situation changes;
– if the change serves to comply with mandatory judicial or official decisions;
– insofar as the respective change is necessary to close existing security gaps;
– if the change is of a purely technical or procedural nature without any significant impact on the user. Changes with only an insignificant impact on previous functions do not constitute changes in performance in this sense. This applies in particular to changes of a purely visual nature and the mere change in the arrangement of functions.
5. Limitation to mediation services and own information
5.1. The services of chembid GmbH are limited solely to the provision of chembid and the information provided by chembid GmbH. The contractual relationships between the users or users and other market participants shall only be established between these parties without chembid GmbH becoming a contractual partner or otherwise assuming obligations within this contractual relationship.
5.2. chembid GmbH also assumes no responsibility whatsoever for further communication(s) and/or contracts, arrangements, agreements or understandings exchanged or entered between users or other market participants.
5.3. Furthermore, chembid GmbH is not responsible for information provided by users or third parties or their verification (e.g. information in search results, advertisements, news, price and product areas, or company and offer descriptions).
5.4. Claims arising, for whatever legal reason, from agreements between users or users and other parties are exclusively between the users of the agreement(s) and expressly not with chembid GmbH and/or any of chembid GmbH’s partners in relation to chembid.
6. Registration and conclusion of contract
6.1. The conclusion of the contract takes place within the framework of a registration within chembid. By completing the registration process, the user makes an offer to conclude the contract on the use of chembid. Chembid GmbH accepts this offer by activating the user for the services of chembid requiring registration. The registration is only completed when users have confirmed it by clicking on the link sent to them by e-mail.
6.2. The user assures that all data provided by him during registration are true and complete. By registering for a business account, users confirm that they are a legal representative of the company name used or act on behalf of such a person. Users may not create an account that embodies or infringes on the trademarks of others.
6.3. Each user may register only once and create only one user profile.
6.4. The contractual relationship with us is not transferable to other persons or companies.
6.5. A claim to the conclusion of the contract does not exist. chembid GmbH reserves the right to refuse registrations in the case of objective reasons and in the case of companies without prior consultation and without giving reasons. The use of chembid can, if appropriate and reasonable, be linked to certain conditions, e.g. the verification of registration data or contact and address data.
7. Maintenance of access and contact data
7.1. In the event of subsequent changes, the registration data, in particular address and contact data and other information in the user account must always be kept up to date. If a user cannot be reached due to incorrect data and if the inaccessibility lies in his area of responsibility or that of the third party (outdated address, mailbox is not read), the resulting disadvantages will be borne by him.
7.2. It is incumbent upon the users to exercise the greatest possible care when using access data to chembid and to take any measure that ensures the confidential, secure handling of the data and prevents their disclosure to third parties. The users are responsible for the misuse of access data, if they cannot demonstrate and prove that this was not based on their fault.
7.3. Users are obliged to inform chembid GmbH immediately if there is reason to suspect that a third party has knowledge of access data and/or is misusing a user account.
8. Confidentiality, protection of trade secrets, and contractual penalty
8.1. Within the framework of the contractual relationship, the user will have access to confidential information and is under a special obligation to protect it.
8.2. The following matters are deemed to be covered by this confidentiality agreement: The industry information provided to the user in the context of the use of chembid, on price, product, demand and supply, and general industry trends. Also included are customer lists, contractual partners and contract internals, sales figures, price lists, pricing and discount agreements, business balance sheets, technical know-how such as patent applications and software developments, creditworthiness of the company, production and development procedures, marketing procedures, and planned marketing measures, marketing procedures and planned marketing measures, service, and training documents as well as service and training procedures.
8.3. The user is obliged to treat all information received from chembid GmbH or its employees or agents as confidential, i.e. not to disclose it directly or indirectly to third parties in any form – neither verbally nor in writing or in any other way – unless otherwise expressly stipulated in these GTC or individual agreements. Engineering of the products and software of chembid GmbH is prohibited.
8.4. The obligation of confidentiality shall not apply or shall no longer to such information for which the user can prove that the information was developed by the receiving party independently of the information obtained by the disclosing party; the information is already known to the receiving party at the time of disclosure by the disclosing party; it has lawfully obtained it from a third party after disclosure by the disclosing party without breach of a confidentiality obligation; the information is generally known at the time of disclosure by the disclosing party or becomes generally known after disclosure; it has been expressly authorized in advance in writing by the disclosing party to disclose the information; or it is obligated to disclose the information due to a legal provision or official order. In this case, the user shall inform the disclosing party – to the extent permissible – of the intended disclosure in advance in writing and take the legally permissible and necessary precautions to keep the scope of the disclosure as small as possible.
8.5. The user shall use due care to keep all confidential information confidential. The User shall be entitled to make the information received available to its employees or consultants, insofar as this is necessary in accordance with the contractual purpose of these GTC or by law. In this case, The User shall obligate such employees and consultants, unless they are bound to professional secrecy, in accordance with this agreement, also to surrender or destroy the information received, unless such an obligation already arises from the law (e.g. in the case of professional secrecy holders). The user shall be liable for violations of the obligations under this agreement by his employees or consultants. He shall provide chembid GmbH with a written list of all persons to whom the information has been disclosed, at the latter’s request.
8.6. Upon request by the disclosing party, but no later than one month after termination of the (pre)contractual relationship, the information, documents and files provided, including any duplicates (hereinafter referred to as ‘informational materials’) thereof, shall be returned or destroyed or deleted without undue delay at the discretion of chembid GmbH. This shall not apply to industry information which the User has received for his own disposal within the scope of the use of chembid (regarding price, product, demand and supply as well as general industry developments). The obligation of the user includes the destruction or deletion of the reports, summaries or evaluations created based on the confidential information itself or by third parties. There is no right of retention. The user undertakes to confirm in writing the complete return or effected destruction or deletion of the information, documents and files received as well as the reports, summaries or evaluations prepared based on the confidential information – also by the third parties engaged by him. There shall be no obligation to return or destroy the information if contractual negotiations have been commenced between the parties and the information materials are required for the negotiations or the intended performance of the contract. Furthermore, there shall be no obligation to return or destroy the information materials if they are to be retained based on statutory obligations, in which case the user shall inform the disclosing party within the period which documents are to be retained based on which obligations.
8.7. The confidentiality obligation shall apply indefinitely. Even after the end of the contractual relationship between the parties.
8.8. The user shall immediately inform the disclosing party of any breach or suspected breach of the obligations under this Agreement that comes to its attention.
8.9. In the event of a breach of the obligations set forth in this confidentiality agreement by the user or one of its employees or consultants, the user shall be obligated to pay to chembid GmbH a contractual penalty to be determined on an equitable basis, but not less than 30.000,00 EUR. In case of disclosure of industry information which the user has received for his own disposal in the context of the use of chembid (regarding price, product, demand and supply as well as general industry development), the minimum contractual penalty shall be 50.000,00 EUR. The right to claim further damages as well as possible legal remedies, e.g. measures of interim legal protection, shall remain unaffected.
8.10. The user is advised that the violation of the duty of confidentiality may constitute grounds for termination of the contractual relationship with chembid GmbH without notice. It may trigger claims for damages and be prosecuted according to the regulations on unfair competition, which may include imprisonment according to the specifications of the law on the protection of business or trade secrets.
9. Use subject to payment, invoicing, terms of payment
9.1. chembid is available as a paid Pro-Plan for professional use by individuals and as a Business-Plan for professional use by teams or organizations.
9.2. The payment period and the amount of the remuneration, as well as the method of payment, shall be based on the fees notified to the user upon conclusion of the contract.
9.3. Unless otherwise indicated, all fees are exclusive of, i.e. plus, value-added tax.
9.4. Fees are generally due in advance for the respective billing period. Unless otherwise stated, invoices are due after two weeks.
9.5. Invoices and reminders may be sent electronically.
9.6. The user may settle invoices by means of the payment procedures offered by chembid GmbH. This includes direct debit, credit card payment as well as bank transfer.
9.7. In the case of chargeable ongoing services that have been used for a certain period, an appropriate fee adjustment is only permitted after the expiration of this period. Otherwise, a fee adjustment is possible after the expiration of a period of six months since the last adjustment, with prior notice of four weeks. The change shall become effective if chembid GmbH does not receive an extraordinary notice of termination from the user within two weeks after receipt of the corresponding change notification by the user. Chembid GmbH shall inform the user of the objection period and the consequences of a failure to object when notifying the user of the change.
9.8. If the user is in default with payments, chembid GmbH shall have the right to refuse the performance of services due to the user and to generally restrict access to the fee-based area of chembid until the default has been remedied. In such cases, chembid GmbH will notify the user of the restriction with a period of notice of 7 working days for the elimination of the default. The other legal and contractual rights of chembid GmbH due to default of payment of the user shall remain unaffected. The restriction may not take place if it is unreasonable and/or unreasonable for the user. The remuneration claim of chembid GmbH shall remain unaffected by the restriction. Access to chembid will be reactivated after payment of the arrears. The right to restriction also exists as a milder means if chembid GmbH has a right to extraordinary termination according to these GTC.
9.9. Costs incurred by chargeback of a payment transaction due to lack of funds or due to incorrect data transmitted by users as well as by reminders of due debts will be charged to the users.
9.10. Offsetting is only possible with claims already acknowledged by the other contracting party or established by a court of law unless these are claims for main performance and defects. A right of retention may only be asserted for claims arising from the respective contract.
10. Responsibility for content
10.1. chembid GmbH is not responsible for the contents of the users or other third parties and does not adopt these contents as its own.
10.2. chembid GmbH does not guarantee that these contents are true, fulfill a specific purpose, or can serve such a purpose.
10.3. chembid GmbH reserves the right, within the scope of what is legally permissible and taking into account what is reasonable for the user, in particular taking into account the data protection and personal rights of the user, not to publish content or to cancel its publication or otherwise block or delete the content if there are concrete objective indications that the content violates legal requirements, official prohibitions, the rights of third parties or offends common decency. However, chembid GmbH is not obliged to check the contents in advance.
11. Duties of the users
11.1. The users warrant that the information provided by them within and in the context of the use of chembid is true, that their contents are free from third party rights (copyrights, trademark rights, and patent rights of third parties are not violated) and that their actions are legally permissible according to the applicable legal situation. The users confirm to have the necessary authorizations, approvals, or similar permissions for the trade and handling of the respective chemical products.
11.2. Users may not upload content that contains copyrighted software and/or other copyrighted materials unless the user owns the appropriate rights thereto or has obtained the necessary consent from the owners of such rights.
11.3. Users may not use chembid to trade goods and/or services that do not comply with import/export regulations, including safety regulations, applicable in the countries where the Buyers and Sellers are based, Germany, EU, USA, and other countries involved.
11.4. Evaluations and evaluation comments are to be made truthfully and according to factual criteria. Personal views are to be clearly highlighted as such (e.g. „I think that …“) and not presented as facts. Evaluations by the user may only take place if the user has used the services of the evaluated company and is not the owner of the company or its employee or is/was otherwise commissioned or remunerated by the evaluated company in connection with the evaluated service. Users may not induce other users to make a certain evaluation by promising them economic or ideal advantages or disadvantages. Users may not submit their ratings based on such influences, whether from other users or from third parties.
11.5. If users can contact other users directly, this contact option may not be used for advertising purposes and the contacted users may not otherwise be harassed (for example, by repeated requests in the absence of a response or expressed desire not to be contacted).
11.6. Users are obligated to comply with the legal information obligations concerning them (e.g. the provision of an imprint, if required).
12. Sanctions
12.1. Since the integrity and functionality of chembid is of essential importance, sanctions will be imposed on users if and to the extent that there are concrete indications that users violate legal provisions, third party rights, morality, and/or these GTC.
12.2. When choosing the sanction to be imposed, chembid GmbH will consider the factual circumstances and legitimate interests of the user concerned in the decision and will also consider, among other things, whether the misconduct is only without fault or whether the violation was culpably committed. The following graduated sanctions are available to chembid GmbH:
– warning of a user;
– on/restriction when using chembid;
– temporary blocking of a user;
– final blocking/termination of a user, if necessary combined with a house ban.
13. Exemption
13.1. The users shall indemnify chembid GmbH upon first request against all claims asserted by third parties against chembid GmbH due to an infringement of their rights by culpable actions of the users.
13.2. In this respect, the users shall also bear the costs of a necessary legal defense including attorney’s fees and court costs in the statutory amount. Users shall not be indemnified if they are not responsible for the infringement.
14. Granting of rights of use by users
14.1. The users grant chembid GmbH rights of use to their legally protected content, which are necessary for the contractual provision of the contractual services of chembid GmbH (e.g. the right to reproduce the Users‘ content in order to store it on the servers or to create server backups). chembid GmbH shall only exercise the rights in compliance with the contractual and statutory confidentiality and data protection requirements.
14.2. The granting shall be for an unlimited period until revoked or terminated by the users.
14.3. By posting or publishing user content, you grant chembid a worldwide, non-exclusive, royalty-free, fully paid-up right and license (with the right to sublicense) to host, store, transmit, display, publicly perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in all media formats and through all media channels now known or hereafter developed.
15. Authorization of use and scope of use
15.1. chembid GmbH points out that the Users may only use chembid for individual contractual purposes.
15.2. Furthermore, users are not entitled to rent, lend, lease, sell, modify or make available to third parties, in whole or in part, chembid or to enable third parties to perform the actions without express written consent. The above prohibitions are subject to mandatory legal requirements. Sublicenses may not be granted.
15.3. Users may only use chembid via the input masks and interfaces provided. Prohibited are actions that are likely to impair the functionality of chembid, the software, and infrastructure (e.g. scripts, robots, crawlers). An excessive load that exceeds the regular usage intensity and frequency to be expected during normal use of chembid is prohibited.
15.4. The company names, logos, and/or product names mentioned on chembid are protected brands or trademarks of the respective owners. Copyrighted and otherwise protected by law graphics, images and texts may not be used without the consent of the respective rights holders, or legally permitted framework.
16. Warranty
16.1. Users shall inspect the services of chembid GmbH without delay and insofar as this is feasible in the ordinary course of business and, if a defect becomes apparent, shall notify chembid GmbH thereof without delay. Defects shall be reported immediately in writing (e-mail is sufficient) by providing a comprehensible description of the error symptoms, as far as possible proven by written records, screenshots, or other documents illustrating the defects. The user’s statutory obligations to examine and give notice of defects shall remain unaffected.
16.2. Claims for damages shall be subject to the restrictions of Section 18 of these GTC (‘Liability and Damages’).
16.3. Claims for defects shall not exist in the event of an insignificant deviation from the agreed or assumed quality or in the event of only insignificant impairment of the usability of the services of chembid GmbH in accordance with the purpose of the contract. Chembid GmbH expressly assumes no warranty and liability for:
– false information provided by the user in relation to the user data submitted during registration or other data posted, uploaded, or otherwise supplied by the user within chembid.
– uninterrupted availability of chembid or possible system- or network-related failures, interruptions or malfunctions of chembid’s installations or services, as far as these are beyond the control of chembid GmbH; not for failures due to force majeure or failure of communication networks and gateways.
– minor malfunctions and disturbances of chembid, which do not prevent the purpose of the contract.
– content and the creditworthiness of the users.
16.4. The limitation period for claims for defects shall be 6 months.
17. Interfaces
17.1. Insofar as chembid GmbH offers interfaces with which the user can access chembid with third-party software, chembid GmbH warrants the functionality of the interfaces in accordance with the availability provisions of these GTC only to the extent that the functionality is within the sphere of influence of chembid GmbH.
17.2. No warranty can be given for a lack of compatibility of the interfaces or accessibility if the defects lie in the software of the third-party supplier.
17.3. The same restrictions shall apply if users link third-party software to chembid via their interfaces.
18. Liability and compensation
18.1. chembid GmbH shall be liable under this contract only in accordance with the following provisions, otherwise liability shall be excluded.
18.2. chembid GmbH shall be liable without limitation for damage caused intentionally or by gross negligence by chembid GmbH, its legal representatives or executives as well as for damage caused intentionally by other vicarious agents. For gross negligence of other vicarious agents, liability shall be determined in accordance with the provisions for slight negligence set forth below in Section 18.5. of these GTC.
18.3. chembid GmbH shall be liable without limitation for damages caused intentionally or negligently by chembid GmbH, as well as its legal representatives or vicarious agents, resulting from injury to life, body, or health. Chembid GmbH shall be liable for damages due to the lack of warranted characteristics up to the amount that was covered by the purpose of the warranty and that was recognizable for chembid GmbH when the warranty was given.
18.4. chembid GmbH shall be liable for product liability damages in accordance with the provisions of the German, Austrian and Swiss product liability laws.
18.5. chembid GmbH shall be liable for damages resulting from the violation of cardinal obligations by chembid GmbH, its legal representatives, or vicarious agents. Cardinal obligations are the essential obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the User may rely on. If chembid GmbH has violated these cardinal obligations due to slight negligence, its liability shall be limited to the compensation of the foreseeable, typically occurring damage (hereinafter ‘typical damage’). The typical damage is generally limited to the specified amount and otherwise to the amount of the user’s contractual remuneration for the period in which the breach of duty occurred. In this case, the typical damage is limited to 1.000,00 Euro. This shall not apply if the limitation would be unreasonable in the individual case from the point of view of equity. The typical damage shall in principle not exceed five times the agreed remuneration.
18.6. Notwithstanding the liability provision of these GTC, chembid GmbH shall not be liable for the loss of data if the damage could have been avoided by the user fulfilling his obligation to back up data. In any case, the user must accept contributory negligence. In case of termination, the user is responsible for the previous backup of his data.
19. Termination
19.l. The contracts for the use of chembid are concluded for an indefinite period. The contracts can be terminated by the users and chembid GmbH with a notice period of 4 weeks.
19.2. If only chargeable services are terminated, only the free functions shall remain after the termination and the expiry of the minimum contract period of the chargeable use.
19.3. The right to termination without notice for good cause remains unaffected on both sides. Good cause for termination on the part of chembid GmbH exists if
– the user commits serious breaches of duty against the law or these GTC,
– insolvency proceedings are applied for or opened against the assets of the user or the opening is rejected for lack of assets, or
– chembid GmbH ceases its activities.
19.4. An extraordinary termination shall generally be preceded by a warning. The warning may be dispensed with if the warning is unreasonable for the contractual partner. This shall be the case if the conduct of the contractual partner gives reason to expect further misconduct despite the warning.
19.5. Payment claims that have arisen shall not be affected by the termination as a matter of principle. If chembid GmbH has terminated the contract for good cause in accordance with this section, the customer shall not be entitled to a refund of the fees already paid.
19.6. It is the responsibility of the users to back up their data upon termination before the end of the contract. Chembid GmbH is entitled to irretrievably delete all data of the user stored during the term of the contract. The deletion will take place regarding any backups within a period of 90 days from the date of termination. If the user wishes an immediate deletion of all contents, chembid GmbH will ask for a corresponding message and reserves the right to decide on this, considering mandatory legal provisions (regarding data protection) and the considerations of reasonableness.
19.7. The termination does not affect chembid GmbH’s use or presentation of information about former users that is accessible to everyone (e.g. in the context of provider lists or ratings).
20. Changes to the GTC
20.1. chembid GmbH reserves the right to change the GTC at any time with effect for the future unless this is not reasonable for the users. The change is reasonable in the following cases:
– if the amendment serves to bring the GTC into compliance with the applicable law or if the applicable legal situation changes.
– if the change serves chembid GmbH to comply with mandatory judicial or official decisions.
– if completely new services or service elements, as well as technical or organizational processes, require a description in the GTC.
– if the change is only beneficial to users.
20.2. In such a case, chembid GmbH shall send the amended GTC to the e-mail address deposited by the user with chembid GmbH at least three weeks before they come into force.
20.3. If a user does not object to the new GTC within a period of four weeks after receipt of the e-mail, the amended GTC shall be deemed accepted by him. Chembid GmbH shall inform the users of the consequences of a failure to object in the amendment notification.
20.4. If the user objects to the application of the new GTC within the period, chembid GmbH shall remain authorized to terminate the contractual relationship with the User with a notice period of one week.
20.5. Users may also agree to amended GTC by an express declaration of consent.
21. Data protection
21.1. Information about the nature, scope, and purposes of the processing of personal data, users can find in the privacy policy of chembid.
22. Final provisions
22.1. chembid GmbH reserves the right to grant third parties rights to chembid, provided that the confidentiality requirements and statutory provisions, in particular data protection law, are observed. The user may only transfer claims against chembid GmbH based on this contract to third parties with the written consent of chembid GmbH.
22.2. The law of the Federal Republic of Germany shall apply.
22.3. Place of performance is Oldenburg. The place of jurisdiction shall be Oldenburg, provided that the user is a merchant, a legal entity under public law, or a special fund under public law or the user has no general place of jurisdiction in the Federal Republic of Germany. The right of chembid GmbH to choose another permissible place of jurisdiction remains reserved.
22.4. Should one or more provisions of these GTC or of the contract on which they are based be or become invalid, this shall not affect the validity of the remaining provisions. Instead, the invalid provisions shall be replaced by way of supplementary interpretation of the contract by a provision that comes as close as possible to the economic purpose recognizably pursued by the contracting parties with the invalid provisions. The same shall apply to the filling of any loopholes.