General Terms and Conditions of contract

Date of Update 15/08/2023
Version 1.0

The present General Conditions of contract (GCC) will be applied to the service of intermediation of the sales and purchases realized through the website  https://www.enterpaper.com/, property of ENTERPAPER BUSINESSPLACE S.L. (hereinafter, EnterPaper), reason why, it is urged to you as a user that, before accepting the same ones, you read them attentively to know your rights and obligations when using this Service, as they constitute a legally binding contract.

Please be aware that EnterPaper will have the right, at any time, to modify and/or update the present GCC, being its updated version, in a visible way, on the mentioned website (https://www.enterpaper.com/).  The modification or/and update that, of the present GCC can be carried out, will imply its irrevocable acceptance. If you do not agree with the modified GCC, you may  choose to stop using the Service and to delete your account.

EnterPaper applies other terms and policies that complement these GCC, such as the Privacy Policy, which defines the way in which EnterPaper  collects and uses personal data, as well as the Legal Notice that governs the terms and conditions of the use of the Platform.

Content

1. DEFINITIONS        2

2. GENERAL INFORMATION ON THE SERVICE        3

3. USER REGISTRATION ON THE PLATFORM        4

4.  BUYING AND SELLING PROCESS        6

5. FEE ON THE SALE AND PURCHASE        7

6. TERMINATION OF THE INTERMEDIATION CONTRACT        7

7. MODIFICATION OF THE GCC        7

8. SUBMISSION TO JURISDICTION AND APPLICABLE LAW        8

9. CONTACT        8

1. DEFINITIONS

For the purposes of these GCC, the following definitions shall apply:

  1. https://www.enterpaper.com/: Hereinafter, indistinctly, the Platform or the Website under the ownership of EnterPaper. Through the Platform users are given access to the Service, using the software designed and offered by EnterPaper which is accessed through the aforementioned website. The Platform is an exclusive service of intermediation focused on the international market of commodities that puts in contact buyers and suppliers through the same one with the purpose of arriving to transnational agreements of purchase and sale of these commodities between companies.

  1. EnterPaper: EnterPaper Businessplace S.L., with registered office at Street Lope de Vega 15.º b, 35214, Telde, Las Palmas, Spain, with tax identification code (CIF) B44896959 and owner of the Platform.

  1. Intermediation: Intermediation shall mean the function performed by EnterPaper. EnterPaper is a company whose main activity is to act as an intermediary for the contact regarding the purchase and sale of commodities between the supplier and the buyer through the Platform.

  1. Commodities: paper, paperboard, containerboard, and pulp products which are the main object of the contract of sale between buyer and supplier.

  1. Service: The set of operations that buyers and suppliers can carry out through the Platform, offered by EnterPaper.

  1. User: The natural person who registers or a legal person registered by a natural person on the Platform, creating an account, and using the Service to buy or sell commodities, to whom these GCC apply.  

  1. Account: An account is created by EnterPaper with the personal data provided by the user when registering on the Platform.

  1. Supplier: User who uses the Platform, offering for sale commodities that are under his exclusive ownership and of which he has full possession and availability.

  1. Buyer: User who uses the Platform to buy commodities.

  1. Contract of Purchase and Sale: This is the contract concluded for the purchase of commodities through the Platform between the supplier and the buyer, with the intermediation of EnterPaper, whose function is limited exclusively to making the intermediation Platform available to the buyer and the supplier. When the buyer decides which supplier to approve, EnterPaper facilitates the work and generates a Purchase Order (PO) for the supplier. If the supplier accepts (he cannot change the buyer's conditions), a sales confirmation is generated. The buyer does not pay via Stripe, but according to his agreement with the supplier.

  1. Purchase price: Once the price and other terms of the transaction have been agreed between buyer and supplier, the buyer will transfer the price to an account under the sole ownership of the supplier.

  1. Transaction fee on the sale: The fee refers to a percentage that EnterPaper charges the supplier for its intermediary services.

2. GENERAL INFORMATION ON THE SERVICE

In addition to the other policies that the user will have to accept when creating an account on the Platform, the user is hereby informed that:

With regard to users:

2.1. The user will be the only responsible for the breach of the present GCC, exempting EnterPaper of any responsibility to the effect, being all the expenses and damages caused, compensated by the user responsible for this breach.

The user agrees that EnterPaper shall not be liable for any damage caused as a result of the provision of the Service, and therefore any use of the Platform shall be at the user's own risk and responsibility.

2.2. EnterPaper is not responsible in any way for the veracity of the data, characteristics and conditions of the commodities offered through the Platform.

2.3. EnterPaper is not responsible for verifying the legal capacity of the parties to the Purchase Agreement, and the parties are solely responsible for any failure to do so. The user Know Your Client (KYC) process will be done by Digital Onboarding with the national identity document or equivalent. In addition, company deeds and/or documents showing that the user has the necessary power of attorney and/or sufficient representative capacity must be presented, but EnterPaper is not responsible for the veracity of the data, in the terms exposed in clause 2.2.

2.4. The user acknowledges and accepts the specific circumstances that may occur in the course of the Service and the technical incidents that may occur, such as, for example, the impossibility of full access to the Platform, not being able to submit a bid, failures, or maintenance operations in the system, etc. EnterPaper assumes no responsibility for such technical incidents.

2.5. If the user violates these Terms and Conditions, or any other informed policy, EnterPaper may suspend the user's activities on the Service, without the user being able to claim any damages, and EnterPaper may take appropriate legal action if EnterPaper deems it necessary.

2.6. users may not, in accordance with the provisions of data protection regulations, use the data of third parties to which they may become privy within the framework of the Platform, such as addresses and contact details, for any processing other than that strictly related to the Service.  

2.7. EnterPaper expressly excludes any kind of guarantee, commitment, loss of profit and compensation, in relation to the Contract of Sale and other circumstances derived or linked to the same. In that sense, EnterPaper will not be liable for any expense, damage, or harm based on the state, or possible hidden defects (not recognized or easily recognizable by the buyer) that could have the purchased commodity.

With regard to supplier:

2.8.  EnterPaper will not be able in any way to verify the veracity of the data, characteristics and conditions of the commodity offered by the supplier to the buyer through the Platform, being the supplier the only responsible for such information.

2.9. The supplier guarantees that the commodity offered for sale through the Platform is under its exclusive ownership and, furthermore, that it has full possession and availability of the same, being solely liable in the event of non-compliance.

2.10. The supplier guarantees that the commodity offered for sale through the Platform is free of liens, encumbrances and any other third-party rights, and shall be solely liable in the event of non-compliance.

3. USER REGISTRATION ON THE PLATFORM

Registration will be carried out as follows:

3.1. The user, as the contracting party, must be a natural person over 18 years of age, with full legal capacity and capacity to act, or legal representatives of legal persons with legal capacity to enter binding contracts.

On the Platform there are two sections to register, namely one for Buyers and one for Suppliers.

To complete the creation of an account, the user will be redirected to the EnterPaper Platform where he/she will complete the registration and will be asked for additional information, as well as the express acceptance of the present GCC, as well as of the rest of the policies linked to the Platform.  

Similarly, account registration will require verification of the user's authenticity.

3.2. The user, interested in buying or selling through this Service, will have to register for free with the Platform, creating an account, for which one must enter, in addition to the data requested, a username and a password, having to accept at that moment the present GCC, generating a contract between the user and EnterPaper on the conditions of use of the Service, at which time EnterPaper, with the personal data that the user has provided, may authorize you to have an account; The user will not be able to register with several names or several users with the same email address.

In addition, during registration, in order to verify the identity of the user, a Know Your Client (KYC) process will be carried out. The user Know Your Client (KYC) process will be done by Digital Onboarding with the national identity document or equivalent. In addition, copy of the company registration certificate and deeds company and/or documents proving that the user has the necessary powers and/or sufficient representative capacity must be submitted, but EnterPaper is not responsible for the veracity of the data, in the terms indicated in clause 2.2.

3.3. Once EnterPaper authorizes the creation of the user account, EnterPaper will provide the user with a Control Panel, which will be accessed by entering the username and password, being able to view the complete data of the user's profile.

3.4. The user warrants to EnterPaper that the information provided by him/her when creating his/her account is complete, accurate and up to date, and that it is not permitted to provide information that does not correspond to reality, nor to register using third party accounts.

3.5. EnterPaper reserves the right to cancel or block the account of the user (without having to justify such a decision) if EnterPaper considers (or is of the opinion) that the user has violated these GCC, or the rest of the policies linked to the Platform. Likewise, EnterPaper reserves the right to modify the registration procedure, the access, the password, the user's name, and certain information of the user, if it considers it necessary, in the interest of EnterPaper, third parties or the functioning of the Service.

3.6. The user may stop using the Service and delete his/her account at any time by sending an e-mail to the following e-mail address: info@enterpaper.com 

3.7. The user shall be solely responsible for maintaining the secrecy of his/her username and password, therefore, in case of any misuse by third parties, the user shall exonerate EnterPaper from any liability.

4.  BUYING AND SELLING PROCESS

The sales and purchases will be carried out as follows:

4.1. The buyer has to register an inquiry stipulating the requested products.

In this sense, through the inquiry the buyer will have to provide the details of the requested products, such as the specific product, the basis weight, the finish, the size, the format, the quantity/volume, as well as if there is any specific brand/producer requested.

Likewise, the buyer must request the transaction request, which will contain the incoterms, the buyer's shipping address, the desired payment terms, the desired delivery time, among other relevant information.

4.2. On the other hand, the supplier who wishes to sell their commodities through the Platform has to register an offer about the availability of a certain product, price, lead time etc., and shall truthfully describe their product and all the conditions of sale and circumstances; they must indicate, among others, the following data: quality, quantity, delivery time, incoterm, countries where the offer will be valid or not valid, price, payment terms; as well as, if necessary, they may upload TDS Technical Data Sheets (TDS) or certificates. It is the responsibility of the supplier to check that the aforementioned data coincide with those published on the Platform. If there is falsehood or omission in the data and characteristics of the commodities provided by the supplier, EnterPaper reserves the right to prevent the sale for not complying with these GCC, as well as to take any legal action it deems appropriate.

4.3. Both parties (buyer and supplier) can include or exclude countries they would or would not like to receive offers/inquiries from. When the buyer decides which supplier to approve, EnterPaper facilitates the work and generates a Purchase Order (PO) for the supplier which contains information of the buyer and the supplier, the date of emission of the Purchase Order (PO), the incoterms, the delivery date, the destination port, and the payment terms.

4.4. The supplier cannot change the buyer's conditions.

If he accepts the Purchase Order (PO) generated by EnterPaper, a Sales Order Confirmation (SO) is generated and an email confirmation notification is sent to both parties (buyer and supplier). The payment of the buyer will be done according to his agreement with the supplier. Process documents, like Purchase order (PO), Sales Order Confirmation (SO), Invoice and Shipping documents, will be uploaded to the Platform.

4.5. The buyer shall pay the agreed price for the purchase prior to delivery of the product with the maximum term stipulated in the desired payment terms established in the Sales Order Confirmation. The buyer will receive a notice through his account on the Platform, which will contain both the information of what has been purchased and the payment details. Subsequently, the buyer will send the proof of payment by the same means enabled on the Platform to supplier.

4.6. The expenses related to transport, logistics or shipping of the commodities purchased shall be borne as agreed between the parties in the Contract of Purchase and Sale. In any case, EnterPaper disclaims any responsibility for the expenses of third parties as long as they are unrelated to the Services available through the Platform.  

4.7. It is the responsibility of the supplier to deliver to the buyer the products which are the object of the sale in the condition described on the Platform.

4.8. EnterPaper, as an intermediary, reserves the control of the beginning, end and development of the purchase and sale, the right to suspend or modify the planned sales, being able to cancel the sales before or during the same, when it detects that fraudulent tactics are being used by any of the users, contravening the present GCC, although it cannot cancel the sales already carried out.

4.9. In case of breach by the supplier of its obligation to deliver the products purchased in the purchase contract, the buyer may terminate the purchase contract. In such a case, the buyer may claim damages from the supplier for the damages caused by the non-fulfilment, exempting, in any case, EnterPaper as an intermediary from such claims.

 

5. TRANSACTION FEE ON THE SALE

5.1. EnterPaper will charge a transaction fee from the invoice amount(s), raising a respective invoice once per month and not per transaction.  It must be guaranteed that the user has signed a contract with EnterPaper and that there is a guarantee of the signature.

EnterPaper will apply the following transaction fee:

User

Transaction fee

Suppliers

1%

Buyers

-

5.2. In countries where Stripe can be used, EnterPaper will request the user to agree that Stripe can automatically withdraw the transaction fee from a user's bank account to collect the applicable transaction right after the end of the corresponding month.

5.3. EnterPaper will be able to modify the current transaction fee percentage in the future, in accordance with the provisions of the 7th clause, “MODIFICATION OF THE GCC”.

6. TERMINATION OF THE INTERMEDIATION CONTRACT

6.1. EnterPaper may terminate its contractual relationship for breach of these GCC and for any of the following reasons:

  1. For falsity or omission in the data provided at the time of registration.
  2. Because of undeclared encumbrances by the supplier or other additional problems concealed by the supplier on the commodity intended to be the subject of the sale.
  3. Upon a well-founded complaint by the buyer.

6.2. The aforementioned termination of the Intermediation contract does not affect the obligation of the supplier to pay the purchase commission to EnterPaper, if it exists at the time of the termination of the contract.

 

7. MODIFICATION OF THE GCC

7.1. When changes are made to the GCC, EnterPaper will publish the new GCC and update the "Last updated" date in the header. EnterPaper will inform about the changes via the user account of the Platform, at least thirty (30) days prior to their entry into force. If the proposed changes are substantial, the user will be asked to explicitly accept the new GCC.

7.2. In addition to the above, in the event of non-acceptance of the new GCC, users will be informed of their right to reject the proposed changes, the deadline for doing so and their right to terminate this contract at any time before the date of entry into force of the proposed changes.

7.3. In case of (i) non-substantive changes that do not affect essential provisions, in particular, provisions defining the nature and scope of the Services provided by EnterPaper through the Platform or (ii) changes that are required by law, a legally binding court decision or binding order of a competent authority, the user's continued use of the Services after the effective date of the proposed changes shall constitute acceptance of the new GCC.

8. SUBMISSION TO JURISDICTION AND APPLICABLE LAW

8.1. The parties expressly submit, waiving any other jurisdiction, to the jurisdiction of the Courts and Tribunals of the province of Las Palmas de Gran Canaria (Canary Islands-Spain) being applicable, for the interpretation of these GCC the provisions of Spanish law.

9. CONTACT

9.1. For any questions about the Service, the Platform or these GCC, please contact EnterPaper at the following email address info@enterpaper.com.