eSupplier Buyer & Supplier User Agreement
Techgate Inc (referred as eSupplier OR eSupplier.com) provider of cloud based B2B platform at website www.eSupplier.com which allows secure business to business sourcing activities, e-negotiations & communications between BUYER Company (“BUYER”) and SUPPLIER (“SUPPLIER OR VENDOR”).
The eSupplier.com PLATFORM includes Request for Quotation (“RFQ”), Reverse eAuctions (“eAUCTION”), Forward eAuctions (“eAUCTION”), Dutch eAuctions (“eAUCTION”), or Multi Currency eAuctions (“eAUCTION”) events depending on whether the Host is looking for the quotations and proposals for purchase of goods and services or the selling of goods or services. Host sends out requests to Participants, through the secure platform, and Participants can access and participate in an Online Negotiation Event (“SOURCING EVENT”) by submitting Bids (“BIDS”) or Quotation Information (“QUOTATION”).
The eSupplier.com platform is to be used as an eSourcing tool for e-negotiation & supplier discovery. eSupplier.com takes no payment collection responsibility, it is solely the responsibility of the Host for subsequent events & placement of contracts or supply of goods or services.
By registering as BUYER & SUPPLIER/VENDOR with eSupplier.com you acknowledge that you have read, understood & agree to be legally bound by the following Terms & Conditions (“Terms”). Any employees that provide information to eSupplier.com under these Terms must have the authority to represent the BUYER OR SUPPLIER/VENDOR
1. SERVICE AGREEMENT FOR BUYERS & SUPPLIERS
Buyer registration has to be prior approved by eSupplier.com team, while Suppliers/Vendors are required to register as a FREE member by completing the online form on the Website if the Supplier wishes to create or Participate in an eRFQ or eAuction event. The Supplier agrees to ensure that their registration details are entered correct and is oblige to update any profile details as and when required.
Registered Buyers will be charged for use of the eRFQ & eAuction tool to run an event as per the pricing detailed on the website. Suppliers/Vendors will not be charged for either registration or to participate in an event.
The Users (Buyers & Suppliers) are solely responsible on their own for keeping their personal Login username and password secure and confidential. The user License shall be tied to a specific user via their e-mail address, login and contact details as provided. It is strictly forbidden for login details to be shared within and or external to any organization and could represent a serious breach of security and might lead to significant risks.
The Users acknowledges and accept that eSupplier only offers the SaaS software; The Buyer acknowledges that the running of any Event (eRFQ or eAuction) or any part thereof by the Buyer at eSupplier.com is outside the control of eSupplier and it is the Buyers responsibility. Buyer will indemnify and hold harmless eSupplier/Techgate Inc for any third party claims arising from the Buyers running of the Event or any part thereof. It is Buyers responsibility to disclose valid information to Suppliers/Vendors for any eRFQ & eAuction conducted at eSupplier.
Suppliers/Vendors will submit Bids on the basis of the terms of the eRFQ or eAuction given by the Buyer. Finally the Buyer is responsible for the criteria set out in the request whether the Buyer is looking for Quote/Bids to supply or for Quote/Bids for the purchase of an material or service. By quoting/bidding to supply or buy an material or service the Participant Supplier/Vendor agrees that it meets the criteria as set out in the request by the Buyer. Such Quotes/Bids constitute a legally binding offer by the Supplier/Vendor Participant capable of acceptance by Buyer.
Suppliers will not be able to withdraw a price bid during eAuction, will be in position to edit in eRFQ before final close date (during eAuction any wrong bid submitted can be removed only by the Buyer). Any attempt to do so may constitute a breach of contract, and a Buyer may take legal action against participating suppliers. eSupplier shall have the right to terminate the Supplier registration and use of the Web tool.
The final selection of a Supplier after eRFQ and eAuction remains with the Buyer, eSupplier plays no role in this matter, there is no obligation that the winner bid should be awarded the contract, it can reject competitive its their discretion.
Any correspondence OR contract communications between Buyer and Supplier prior to eRFQ or eAuction event, eSupplier holds no such responsibility or entitled for any liability.
eSupplier is eSourcing platform we don’t buy or sell goods, nor we make any guarantees about Goods or Services offered by a Buyer or Supplier, nor we are liable for any material, human, time, design, copyright, payment for any Goods or Services, Buyer and Supplier will mutually deal under legal framework with no support from eSupplier. During supplier discovery mode enabled if any Buyer finds suitable supplier, eSupplier will not be responsible for any exchange or transaction of goods or money, Buyers will have to conduct their own Supplier validation or audit to approved as their preferred Supplier.
eSupplier take no responsibility for any pre or post third-party data or contracts relating to the eRFQ and eNegotiation activity; this is a matter strictly between the Buyer and their approved/invited supplier participant.
Buyer and Supplier indemnifies eSupplier for any claims or liabilities arising from the event which are directly based on the Buyers/Supplier information. eSupplier.com reserves the right to change, modify, substitute or remove without prior notice any information or services on the Web Site from time to time.
Buyer & Supplier acknowledges that due to the nature of the Internet, access to the Web Site may be suspended, restricted or terminated at any time. If possible, notice will be given and all reasonable efforts will be made to avoid this. eSupplier will also have no direct or indirect liability in respect of any transmissions the users send through eSupplier and the users do so entirely at their own risk.
Buyer and Supplier acknowledge that during any eRFQ or eAuction event there can be discrepancies between the Suppliers local time clock and the eSupplier.com servers eRFQ or eAuction time clock which are outside the control of eSupplier.com. Supplier should be aware of this and should place their bids in a timely manner. There is a short grace period once the eAuction closes whereby final bids placed within the minimum time limit and will be processed by the server.
Buyer and Supplier acknowledge that eSupplier may use some information from the activities on the website for marketing purposes or internal training. eSupplier shall only identify Buyer by name if the Buyer gives their written consent to a written request and no confidential information will be published elsewhere. By using of the cloud hosted software from eSupplier.com , Buyer & Supplier are hereby agreeing to the Terms of Service outlined on the eSupplier website.
2. SUPPORT & TRAINING
eSupplier or its Partner provide support and training in the form of live chat, video tutorials, user manuals or e-mail and phone. This support will be in the form of technical advice, technical support is only to be offered to the authorized user and the suppliers involved in their sourcing events conducted on eSupplier.com ., additional resources and user guides are available to download at no cost for any person who is signed up with eSupplier.com. The resources are a recommended to be well read before starting to participate in any eSourcing activity.
For Buyers monthly or annual licensee are available and would be allowed to run number of events assigned to them, there is no cap on unlimited users however this is subject to fair use policy, Buyer license cannot be assigned to multiple companies, it is assigned to single organization only. This ensure eSupplier.com can afford to offer the optimal support for their customers.
Any consultancy advice or information on the successful running of eSourcing events can be given during the course of an activity as long as this is deemed reasonable. eSupplier.com reserves the right to ask for further payment for consultancy advice where this activity is deemed excessive . Any additional payment for consultancy advice shall not be incurred without a signed agreement from both parties.
3. LICENCE FEES & PAYMENTS
Fixed or Variable fees payable by the Buyer to eSupplier.com are displayed on the Web Site (or unless agreed in writing otherwise). eSupplier.com will require the payment from the Buyer side before the Buyer is able to invite participating suppliers/vendors, unless otherwise agreed mutually. eSupplier does not charge any fees for Supplier/Vendor participation, unlimited and FREE.
The Annual License fee shall cover a full period of 12 months (365 days), commencing upon a formal acceptance of the Standard License agreement. The License cannot be returned at any time after the formal acceptance has been made and NO refunds will be processed.
Buyer/Supplier agrees that during any eSourcing event and any associated material which eSupplier.com presents on the Web Site are on the instruction of the Buyer/Supplier and are not representations, actions or statements of eSupplier and are not binding to eSupplier or on any third party partners, but are representations, actions or statements of the Buyer only. eSupplier is not an agent for either Buyer or Supplier and acts exclusively as a facilitator or platform provider for the eSourcing event, enabling Suppliers/Vendors and Buyers to come together. eSupplier has no liability in connection with any relationship between the Supplier/Vendor and the Buyer formed as a result of the eSourcing event.
eSupplier.com makes no guarantee as to the creditworthiness, existence, identity or authority of any Buyer/Supplier or another person who submits quotes or bids to the web platform or to other Users. Each User (either Buyer/Supplier) acknowledges that the validity of all such information can never be fully verified, and that it is acting at its own risk, also eSupplier cannot guarantee that a User’s password will not become available to third parties who do not have authority to act on behalf of the Participant to make Quotes/Bids or the Buyer to create or edit eSourcing events. Whilst eSupplier.com has made all reasonable efforts to ensure the eSourcing platform is fully secure, still users shall bear this risk as own.
Buyer understands and acknowledges that any contracts entered with Supplier/Vendors as a result of the use of the eSupplier eSourcing platform are outside eSupplier direct/indirect responsibility and will indemnify eSupplier or any of its partners/consultants for any claims arising from contracts entered upon.
6. BUYER CODE OF CONDUCT
The Buyer agrees to undertake that he/she will act in a responsible and professional/ethical manner, and will not manipulate any eRFQ or eAuction or outcome of any eSourcing event conducted on eSupplier.com and will comply with applicable ethical guidelines and legislation from time to time. eSupplier reserves the right to terminate any agreement with the Buyer if any part of the agreement is breached.
7. SUPPLIER / VENDOR PARTICIPATING CODE OF CONDUCT
Suppliers/Vendors and participants undertake responsibility that they will act in good faith at all times in all dealings with Buyer or with eSupplier.com or other Users and in line with the eRFQ or eAuction event whether it is Quotes, Reverse or Forward. Suppliers/Vendors will only make Quotes/Bids in the event with valid numbers and are obliged to honor any final Quote/Bid submitted.
Suppliers/Vendors will not collude with other Users or third parties in order to manipulate the Event nor will they share pricing information with each other during the event. Users will indemnify eSupplier against all such liability arising out of any breach of these terms.
By registering at eSupplier participating suppliers/vendors will have the ability to be notified of other opportunities that may be relevant to them. Users can unsubscribe from this in the profile section.
eSupplier.com is not responsible for the actions of Buyer or Supplier/Vendor who use our SaaS tool online. The either users should make any complaints or claims they may have relating to any of their activities directly to the person/company concerned (eRFQ or eAuction event) eSupplier shall not be liable to Buyer or Supplier for any indirect or consequential loss from any breach of eSupplier.com obligations under these terms.
The Buyer & Supplier Users acknowledges that eSupplier shall not be liable to any of these users for any direct, indirect or consequential loss arising from any loss of connection to the eSourcing web base tool online or any sourcing event. eSupplier shall ensure that availability of the SaaS software and operation of the web platform or website used to provide the service shall be 99.9%. In the event that this level of availability is not met on a average monthly basis, eSupplier shall discuss with the Buyer and if agreed appropriate refund of a proportion of the fees for the Annual License or extension to the current license at no additional cost.
eSupplier have no liability for any data downloaded from eSupplier.com or as part of the service. eSupplier does not accept liability for any direct or indirect or consequential loss however caused as a result of any computer virus, bugs, or other similar program arising from any Buyer/Supplier use of the eSourcing web tool online. eSupplier will obviously do their best to protect their online platform or tool/website but it is the Buyers/Suppliers responsibility to take precautions against these issues.
9. CONTRACT TERMINATION
eSupplier.com reservers the right, to make amendments of Terms & Condition, Privacy Law, Fair Use Policy, at any given time and shall make their users aware of such changes via email or at the time of login so the Buyer/Supplier (Users) can exercise right to terminate without breach of contract which can be made in writing mentioning this clauses within 30 days of effect.
eSupplier reserves right to terminate this agreement in the event if the Buyer refuses to pay subscription charges or has failed to pay any fees within 15 days of the due date, eSupplier can stop any eRFQ, eAuction and Ban/Stop users from login in, modify and withdraw the eSourcing tool at any given time without prior notice, can reject any Buyer registration or access to the website and to temporarily or indefinitely suspend users registration and access. eSupplier can withdraw/change/edit usernames and passwords at any time without notice if Users compromise any security and terms & condition as agreed upon.
Buyers cannot terminate this agreement while subscription fees are pending or due outstanding to eSupplier, upon termination of these agreement, the eRFQ/eAuction or any event and access to the eSourcing online tool will be immediately cease and information/data stored on the online tool belonging to the Buyers will be returned or destroyed, time line will be informed by eSupplier.
10. UNDERSTANDING CONFIDENTIALITY
The Buyer & Supplier agrees to keep all the information submitted to the eSourcing Platform or which otherwise is disclosed by either party under these Terms confidential and shall not disclose any such information directly and indirectly to any third parties without the consent of the owner of the confidential information save that it can disclose such information to those of its employees, agents or professional advisers who have a need to know and who are bound to keep the information confidential. eSupplier and the Buyer agrees to use the confidential data solely for internal training, to check performance of sourcing event, and will not be shared to other third party.
Buyer, Supplier/Vendor or eSupplier will at its own expense provide appropriate training to enforce any duty of confidence to adhere to this agreement owed to it by any user involved (including if any employees, consultants, agents, sub-contractors and professional advisors).
Buyers acknowledge while conducting any eSourcing events (eRFQ/eAuction) any information shared online will be Buyers responsibility thus eSupplier will not be liable for any outcome of information shared to suppliers/vendors, any suppliers added to the system via the Buyer or our Auto Supplier Discovery request will be automatically added to the eSupplier database although participants can opt out of notification via their profile.
11. GOVERNING LAW & JURISDICTION
The Agreement is governed by and construed under the laws of the STATE OF OHIO, without reference to its conflict of laws provisions. Any dispute or claim arising out of or relating to the Agreement or claim of breach hereof shall be brought exclusively in the federal court for the Cleveland District Court. By execution of the Agreement, Grantee and eSupplier hereby consent to the exclusive jurisdiction of such courts, and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with the Agreement.
eSupplier reserves the right to change these Terms of Service at any time. These will be posted on the Website and will come into immediate effect. If the Website is used after these conditions come into effect then the BUYER or SUPPLIER/VENDOR will be indicating their agreement to be bound by these new Terms of Service.