A. GENERAL INFORMATION
2. WIKIFARMER WHOLESALE MARKET
Any reference in the present to “we”, “our” or “Wikifarmer”, shall mean the single member private company under the trade name “WIKIFARMER SINGLE MEMBER PRIVATE COMPANY”, duly organized and governed by the laws of Greece, with registered office at 93-95 Galatsiou Avenue, 11146, Galatsi, Attica, Greece, Tax Reg. No. 801334509 and GEMI No. 154623401000. Any reference in the present to “you”, shall mean any Buyer (as defined below) accessing the Website.
Wikifarmer Wholesale Market is an online wholesale market for agricultural and other related products (the “Products”). Any prospective professional seller of Products (the “Seller”) may create a profile, present its products and offer them for sale to Wikifarmer. Any prospective wholesale buyer of Products which is a legal entity or an individual acting in their professional capacity (the “Buyer”) may enter the Website and seek and express interest in and/or purchase any Products from Wikifarmer. Wikifarmer Wholesale Market has been created to enable Sellers to sell their Products and Buyers to purchase Products on a wholesale basis through the Website. The Seller is legally responsible for complying with the health code, market and tax provisions concerning sales of agricultural and related products and both the Seller and the Buyer acknowledge that Wikifarmer is not the ultimate wholesale buyer of the Products, but a reseller of the Products to prospective Buyers through Wikifarmer Wholesale Market. For the avoidance of doubt and for completeness, it is clarified that a Buyer cannot be a natural person acting in their capacity as consumer.
1. BUYER REGISTRATION
In order to purchase Products via Wikifarmer Wholesale Market, the Buyer shall create an account/profile on Wikifarmer Wholesale Market. The trade name, the TIN number and the registered offices of the Buyer are required in order to create the account. The Buyer shall also provide to Wikifarmer any documentation requested as proof of its valid incorporation and its good standing, as well as its legal existence and representation. Upon registration, the Buyer acquires its professional buyer profile on the Wikifarmer Wholesale Market and may access Products that are offered for sale by Wikifarmer.
2. CODE OF CONDUCT - COMPLIANCE WITH APPLICABLE LAWS
Wikifarmer shall not be obliged to cover or make good any damage or disputes resulting from the use of the information provided through this Website. Wikifarmer Wholesale Market offers users the opportunity to state and share their opinion about the Products and/or articles that appear on the Website. Nevertheless, it reserves the right not to post content that it may consider abusive, defamatory or insulting to Wikifarmer, its partners or the other users of the Website.
3. BUYER ACCOUNT TERMINATION
3.1. The agreement concluded through Buyer’s registration on the Wikifarmer Wholesale Market is of indefinite duration. Wikifarmer reserves the right to remove or deactivate access to a Buyer for any reason at its sole discretion with prior notification of the suspension to the Buyer’s email address with immediate effect. In any case, the Buyer reserves the right to request virtual meeting with Wikifarmer, but Wikifarmer shall not be under any obligation to accept such request.
4. REPRESENTATIONS AND WARRANTIES
By registering on Wikifarmer Wholesale Market, Buyer represents and warrants that it is a business user (legal entity or individual in their professional capacity) duly established and/or registered to the competent commercial registry and/or tax authority, as the case may be, and authorized to transact in Wikifarmer Wholesale Market.
5. LIABILITY AND INDEMNITY
5.1. Wikifarmer shall not be obliged to cover or make good any damage or disputes resulting from the use of the information provided through this Website.
5.2. Wikifarmer Wholesale Market tries to ensure that reviews of Products sold by Wikifarmer through the Website are true and well-founded based on the history of the transactions to which they refer, but Wikifarmer bears no liability whatsoever if a review does not correspond to the facts of a specific case.
5.3. Wikifarmer shall not be responsible against the Buyer in respect or as a result of any defect of the Products except if caused due to gross negligence or willful misconduct of Wikifarmer. In any case, the maximum liability of Wikifarmer may not exceed the price of the Products purchased and actually paid by the Buyer.
5.4. Wikifarmer assumes no responsibility for any errors or viruses of any kind or for any loss of data or other damage to the user or third parties, whether due to use/copying/downloading viruses or to a virus attack or to other unauthorized third-party interventions in files or information available through the Website.
5.5. Without prejudice to the provisions of term 11 below, Wikifarmer is in no way liable for any damage or loss of profit resulting from transactions made outside Wikifarmer Wholesale Market, including transactions that may have originated from Wikifarmer Wholesale Market but took place offline or outside Wikifarmer Wholesale Market. Wikifarmer may, but has no obligation to, evaluate, assess, adopt, accept, or approve information, and its provision through this Website may under no circumstances be deemed to constitute the provision of advice or recommendation, offer, proposal or acceptance of a proposal to enter into any agreement or transaction with Wikifarmer Wholesale Market or with third parties. The user is exclusively responsible for the use, assessment, evaluation and utilisation of the information provided at any given time. Any business or other decisions taken based on this information is at the sole risk of the user, and Wikifarmer Wholesale Market shall not be obliged to cover or make good any damage or disputes resulting from the use of the information provided through this website.
5.6. Where access to specific information requires the use of a security code (PIN) issued by Wikifarmer Wholesale Market, each user is solely responsible for ensuring the confidentiality of their code and bears exclusively the risk of damage to themselves or Wikifarmer Wholesale caused by access of a third party in any way to their codes.
6. ORDERS – DISPATCH – PAYMENT METHODS – BILLING
6.1. Each Buyer may place orders (expression of interest) to Wikifarmer for the purchase of Products offered on Wikifarmer Wholesale Market. Buyer may place orders to Wikifarmer via e-mail and/or via the system, specifying the requested quantity of Products to be purchased at the price proposed by Wikifarmer (the “List Price”), as well as the destination and the delivery date or any other information necessary to effect delivery of the Products (hereinafter referred to as the “Purchase Order”).
6.2. The List Price is ultimately determined in the definitive agreement to be concluded between Wikifarmer and the Buyer relating to the sale of Products by Wikifarmer to the Buyer (the “Buyer’s Agreement”).
6.3. Should Wikifarmer accept the Purchase Order, it shall send the Products ordered at the agreed time and to the destination stated by the Buyer, complying with the agreed quality criteria of the Product, as these have been presented on Wikifarmer Wholesale Market.
6.4. Claim Protocol: If the Product does not meet the qualitative or quantity criteria of the Purchase Order, and/or if it has defects and/or has deteriorated, and/or if it is not accompanied by the necessary labelling and all the necessary documents (Invoice/Consignment Note), the Buyer shall have the right to file a claim within 24 hours upon receipt of the Products requesting the replacement of the Products or the reduction of the List Price. Such claim must be accompanied with clear photos and/or videos proving the alleged condition of the Products and the date/time the photos and/or videos were taken. In case a replacement is requested, the claim must be supported, additionally, with a copy of the destruction protocol of the Products which should be filed with the competent Authorities. In any case, Wikifarmer reserves the right to conduct an on-site inspection of the Products to the Buyer’s premises by any party acting on its account. Upon confirmation by Wikifarmer of the validity and completeness of the claim, as per above, Wikifarmer shall return any amount due to the Buyer, including shipping costs, if any, and in case a replacement has been requested, Wikifarmer will ship the Products replacing the defective ones to the Buyer free of cost.
6.5. Method of payment: Payment of the price shall be made by the Buyer to Wikifarmer upon receipt of the proforma invoice of Wikifarmer as per the terms of the Buyer’s Agreement. All payments shall be effected from Buyer via bank transfer, to such bank account as shall be communicated by Wikifarmer in writing and/or via credit card, prior to the delivery of the Products. Upon agreement of Wikifarmer and the Buyer, the Buyer may pay on credit. In such case, Wikifarmer reserves the right to conduct credit check and business due diligence to the Buyer. Upon receipt of the payment by Wikifarmer, the latter shall issue the invoice to the Buyer for the Products.
7. DELIVERY- RISK AND PROPERTY
7.1. The Products shall be delivered by Wikifarmer or a third party acting on behalf of Wikifarmer on the specified in the Purchase Order delivery date to the delivery address stated on the Purchase Order, or to such other place of delivery as is notified in writing to Wikifarmer prior to delivery of the Products as per the terms of the Buyer’s Agreement. Wikifarmer agrees to immediately notify the Buyer of any delay or anticipated delay in delivery.
7.2. Wikifarmer undertakes the obligation to procure the delivery of the Products as per the terms of the Buyer’s Agreement.
7.3. Unless otherwise provided by the Buyer’s Agreement, upon handing over of the Products for dispatch to the Buyer by Wikifarmer and/or any third party for the account of Wikifarmer, the risk of the Products shall be passed on to the Buyer and thereupon Wikifarmer shall not have any liability against the Buyer for the destruction and/or deterioration of the Products. Title in the Products shall pass to the Buyer upon receipt of the Products as per the terms of the Buyer’s Agreement. If there is any conflict between this term and the applicable Incoterm, this term shall prevail, unless the Parties have otherwise agreed in writing.
8. COMPETITIVE INTELLIGENCE AVOIDANCE
In case the Buyer makes use of Wikifarmer Wholesale Market in order to gain information, useful connections, know-how and expertise with the intention to develop a competitive platform to Wikifarmer Wholesale Market, the Buyer shall pay to Wikifarmer the total amount of Euros 100,000 without prejudice to any other Wikifarmer's rights.
9. ACCESS TO THE ACCOUNT
9.1. The Buyer is responsible for any activity carried out on or through their account. To protect your account, keep your password confidential. Do not reuse your account password on other services. If you forget your password and you cannot otherwise validate your Wikifarmer Wholesale Market account, you acknowledge and agree that your account may be unreachable by you and that all data associated with your account may be unrecoverable.
WARNING: PLEASE NOTIFY US IMMEDIATELY IN CASE OF UNAUTHORISED USE OF YOUR ACCOUNT
10. NON-DISCLOSURE OBLIGATION
For the purposes of this term the following definition shall apply:
Confidential Information means the information disclosed by or in the name of the Buyer to Wikifarmer via the Website in relation to purchase prices and inventory of products.
10.1. The Buyer makes available Confidential Information to Wikifarmer. Wikifarmer undertakes not to disclose the confidential information provided by the Buyer without his consent to any third party. Wikifarmer shall ensure that Confidential Information disclosed by the Buyer to Wikifarmer shall at all times be in the possession or under control of Wikifarmer or its affiliates and at any time, at the request of the Buyer shall immediately return or caused to be returned to the Buyer.
10.2. The non-disclosure obligation above shall not apply to any information which:
(a) is already in the public domain or which subsequently comes into the public domain other than by any act or failure to act on the part of Wikifarmer;
(b) is required to be disclosed by Wikifarmer by any law or governmental authority or agency or by an order of any court of competent jurisdiction, provided, that the Wikifarmer shall provide the Buyer notice of such required disclosure and shall take reasonable steps to contest such disclosure;
(c) is already known to Wikifarmer as evidenced by its records and was not acquired directly from the Buyer;
(d) is lawfully acquired by Wikifarmer from any third party at the time it was acquired by Wikifarmer.
11. INDUCEMENT TO MAKE PURCHASES OUTSIDE WIKIFARMER WHOLESALE MARKET- NON-CIRCUMVENTION
11.1. The Buyer agrees that the Products are purchased by Wikifarmer under the terms of the Buyer’s Agreement, but acknowledges that the Products may be delivered directly by a Seller of Wikifarmer Wholesale Market Place. For this reason, the Buyer undertakes and shall procure that any of its affiliates undertake, not to purchase, directly or indirectly, Products by the Seller or any of its affiliates, or accept a proposal for the sale of Products by the Seller or any of its affiliates, for a period of five (5) years as of the date of the purchase of Products by the Buyer through Wikifarmer Wholesale Market.
11.2. Buyers are prohibited from engaging in any activity designed to facilitate a transaction outside Wikifarmer Wholesale Market. Buyers and Sellers cannot share or directly request contact information. Buyers and Sellers may not forward external website links or emails facilitating sales outside Wikifarmer Wholesale Market. Buyers and Sellers cannot use user information to contact another member to buy or sell outside Wikifarmer Wholesale Market. Finally, during product delivery, Sellers are expressly prohibited from offering catalogues or brochures that encourage ordering items outside Wikifarmer Wholesale Market.
12. INTELLECTUAL PROPERTY
12.1 With the exception of the content referred to in 13.3, the content of this Website, such as texts, pictures, photographs, company trademarks and graphics are the exclusive property of Wikifarmer. All rights are reserved. Use of the Website and Wikifarmer Wholesale Market does not grant you the ownership of any intellectual or other rights of possession or interest over it or the content that you access. You may not remove, cover or alter any statements on legal matters that appear on or in parallel to the Website and Wikifarmer Wholesale Market.
12.2 It is prohibited to use, copy, reproduce or retransmit any material without the written consent of the company or its partners.
12.3. The Website may include trade names, signs, trademarks and/or distinctive signs and/or photographs of products, belonging to third parties. Wikifarmer is not liable or responsible for any third party content on the Website.
13. AMENDMENT TO THE TERMS
14. INTERNAL COMPLAINTS HANDLING SYSTEM - MEDIATION
14.1. Wikifarmer Wholesale Market provides an internal system for handling complaints received from Wikifarmer Wholesale Market users. This system is easily accessible, free of charge to the users, ensures the processing of disputes within a reasonable time.
14.2. Wikifarmer and the Buyer also agree to the potential for out-of-court dispute resolution through the establishment of a mediation system. To this end, Wikifarmer may work with two (2) mediators from the Register of Mediators of the Hellenic Ministry of Justice to reach an agreement between the latter and the Buyer regarding any disputes that may arise during provision of Wikifarmer services to the Seller, including any complaints that cannot be resolved through the aforementioned internal handling system.
15. DISPUTE RESOLUTION - APPLICABLE LAW
These Terms are governed by Greek law. Any dispute between any Seller and/or Buyer and Wikifarmer concerning the interpretation and/or application of these Terms shall be subject exclusively to the competent Courts of Athens, Greece. Any change in legislation or case law, partial or total invalidity of one of the terms hereof, shall not impact the effect or validity of the remaining terms of the contractual relationship between the contracting parties.