1. Definitions
Unless otherwise indicated in this Agreement, the following terms shall be defined for the purposes of this Agreement as follows:
1.1 "Auction" means an individual listing of a single item or lot of items for sale or procurement.
1.2 "Business Day" means a day (other than Saturdays) on which banks are open for business in the Bangladesh.
1.3 "Business Shop" means a business-to-business Electronic Commerce system directly run by an Bangladesh company joining the deshtex marketplace and acting indipendently from it. The Business Shop offers a product catalog and the chance to place an order for merchandise or sampling. Orders are collected by the company running the system.
1.4 "Buyer" means any person or company wishing to place an order through a deshtex-based Business Shop, submit a bid for merchandise at a professional Auction, request or accept any offer of merchandise through the deshtex Marketplace;
1.5 ""Buying Group" means a special service provided by the deshtex marketplace to pool many different possible buyers to purchase a lot of merchandise offered at attractive price by a Bangladesh company.
1.6 "Marketplace" means the deshtex Marketplace, through which deshtex provides information services about Bangladesh fashion and textile suppliers, business-to-business Electronic Commerce systems run by single Italian companies, auction services, consulting and other kinds of commercial services targeted to the fashion and textile world.
1.7 "Supplier" means any Bangladesh company manufacturing or selling fashion-related products being listed in the deshtex marketplace or showcasing merchandise for purchase through the deshtex Marketplace.
1.8 "deshtex" means deshtex.com, a company incorporated under the laws of the Republic of Italy and based in Como, Italy.
1.9 "Us" or "we" means deshtex.com and any employee, agent, successor, officer, director, subsidiary, assign, or representative of it.
2.0 "You" or "user" means a user of the deshtex marketplace, including but not limited to any buyer and supplier.
2. Membership
No special membership is required to access deshtex and its services. Use of the marketplace is open and free for all companies and adult individuals: our services are not available to minors.
It is strongly recommended any visitor registers with deshtex in order to supply information (protected by our privacy policy) of great help to better tune up the marketplace services and offers. Registration is voluntary and free for both the user and deshtex.
3. Fees
Access to the deshtex is for free. Only Bangladesh companies joining the marketplace through one of its information or commercial services are charged with a fee and sign a special agreement.
4. deshtex is a Marketplace
4.1 Overview. deshtex acts as a venue for companies and individuals to buy and sell products through our online services. deshtex.com will not be deemed to take ownership of any merchandise sold through the deshtex marketplace or to have any liability arising out of or in connection with the obligations of either the supplier or buyer or in connection with any sale through the deshtex marketplace. This agreement will not be deemed to create any partnership, joint venture, or other joint business relationship between deshtex and any other party.
4.2 Limited responsability. deshtex has no control over any purchase or sale and is not responsible for the quality, safety, legality, or condition of the items listed, the truth or accuracy of the listings (or associated uploaded files), or the ability or capacity of any buyer or supplier to participate in the transactions. We cannot and do not control whether suppliers will complete the sale of items they offer (even though deshtex will do its best to check this, just to assure the highest reliability to its services) or whether buyers will complete the purchase of items on which they agree to purchase. In addition, you may face additional risks of dealing with foreign nationals, underage persons, or people acting under false pretense. We invite you to use the deshtex feedback system to help you better evaluate buyers and suppliers on the deshtex Marketplace: click here to deliver your Feedback or send a message to customercare@deshtex.com. However, the feedback system is not foolproof, so we encourage you to act with due care.
4.3 Release. In the event that you have a dispute with one or more users or sellers, you fully release deshtex from claims, demands, and damages (actual, consequential, and punitive) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You also waive any provision of any law limiting or prohibiting a general release.
4.4 Information Control. We do not control the information provided by any users of deshtex marketplace, even though we plan to control more deeply the Bangladesh suppliers claims related to their offering. Information from any side may be inaccurate, mislabeled, or deceptively labeled. We expect that you will use caution - and common sense - when using the Marketplace.
5. Transaction Types
deshtex allows for two primary types of transactions: seller initiated listings and buyer initiated requests. The rules for each type of transaction are slightly different. Section 6 covers the rules for seller-initiated listings. Section 7 covers the rules for buyer-initiated requests.
6. Supplier's Warranties
Each supplier joining the deshtex marketplace warrants as follows:
- that all listing details provided will be accurate and complete and will accurately represent the conditions of the posted items at the expected sale date
- that no posted item provided for sale on the marketplace will be fraudulent or counterfeit
- that he has the right, through actual ownership or otherwise, to provide any posted item for sale on the marketplace and to sell the item through the marketplace
- that the posted item(s) do not infringe any third-party's intellectual property rights
- that the sale of posted item(s) is not subject to any embargo or ban, including any United Nations embargo or ban
- that he has disclosed all restrictions, laws or regulations regarding the sale of posted item(s)
- that the payment of the commission to deshtex for any posted item provided will not cause deshtex to violate any applicable law, statute, ordinance or regulation.
7. Buyer's Warranties
Each buyer using the deshtex marketplace warrants as follows:
- that all listing details provided will be accurate and complete and will accurately represent your needs as of the purchase date
- that all the personal data and addresses provided, as well as possible credit card or other financial details, are correct and you are fully entitled to make use of them for business purposes.
- that the purchase of requested item(s) is not subject to any embargo or ban, including any United Nations embargo or ban
- that you have disclosed all restrictions, laws or regulations regarding the purchase and sale of posted item(s)
8. Clearinghouse and Processing Services
deshtex will provide clearinghouse and processing services described herein, in connection with purchases and sales made through the deshtex marketplace. Upon confirmation of a purchase by a buyer through any of the deshtex marketplace business services (in full accordance with the provisions of these Terms and Conditions) deshtex will deliver a purchase and sale notification to the supplier and the buyer confirming the sale.
The delivery of such notification to buyer and supplier does not mean that the commercial transaction has been verified or endorsed by deshtex. In all the buying services other than the Business Shops, the supplier will be notified with the name and address of the buyer. After this, all further actions will be directly and indipendently carried out by those two parties, with no deshtex involvement.
9. Taxes
The Buyer shall be responsible for the payment of any sales, transfer, turnover, value added, excise, custom duties or other taxes applicable to the sale or delivery of merchandise purchased through the deshtex marketplace. You acknowledge and agree that for all transactions that arise in connection with your use of this marketplace deshtex does not take any responsibility to calculate, report, or remit sales or use taxes which may be assessed, due, or owing to the taxing authorities of any jurisdiction. You further acknowledge and agree that you are solely responsible for the calculation, collection, and remittance of any applicable taxes that may be incurred or assessed in connection with your use of the marketplace.
10. System Integrity
You may not use any device, software, or other routine to interfere or attempt to interfere with the proper working of the deshtex marketplace or any activities being conducted on our marketplace. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password (if delivered to you) with any third parties nor use your password for any unauthorized purpose. You are solely responsible for all use of and for protecting the confidentiality of your email address, the validation code, and your password. You may not share your email verification number or your password with any third parties nor use such number or password for any unauthorized purposes.
11. User Information
"User Information" is defined as any information you provide to us or other users in the registration, shopping, bidding, or listing process, in any public message area (including any registration or request form) or through any E-Mail link. You are solely responsible for your User Information, and we act as a passive conduit for your online distribution and publication of User Information.
User Information (or any items listed therein):
- will not be false, inaccurate or misleading
- will not be fraudulent or involve the sale of counterfeit or stolen items
- will not infringe any third-party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy
- will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition anti-discrimination, or false advertising)
- will not be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing
- will not be obscene, indecent, or pornographic or contain child pornography
- will not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
You agree to grant us a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sublicenseable right to exercise the copyright and publicity rights that you have in your User Information, in any media currently or not yet existing. deshtex.com will use User Information exclusively in accordance with our Privacy Policy.
12. Monitoring
You agree that deshtex.com has the right for any reason in its sole discretion, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time any material and content, including but not limited to User Information and Listing Details (as defined below) anywhere on the Marketplace, including but not limited to forums, auctions, E-Mail, and other information or buying/selling services. Despite this right, deshtex.com does not and cannot review all materials posted to the Marketplace by Users and deshtex.com is not liable for any such materials posted by Users.
13. Feedback
You agree to take no action that may undermine the integrity of the deshtex rating system, including but not limited to
- leaving positive feedback for yourself using secondary membership, or user IDs, or third-parties, or repetitive feedbacks
- leaving negative feedback for other users using secondary accounts or third-parties
- leaving negative feedback if a user fails to perform some action that is outside the scope of the on-line exchange (feedback retaliation)
You agree that such statements may be displayed to and used by other members to evaluate you and that you do not object to such comments even if you disagree with them.
deshtex will not edit any feedback about any member at a member's request, unless the affected member can demonstrate to deshtex's sole satisfaction that the feedback is slanderous or untrue.
14. Disclaimer
YOU UNDERSTAND AND AGREE THAT THE USE OF THE DESHTEX MARKETPLACE IS AT YOUR OWN RISK AND WITHOUT ANY WARRANTY OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR CABUSE, OR NON-INFRINGEMENT. YOU UNDERSTAND THAT YOU ASSUME ALL RISKS WITHOUT RECOURSE TO deshtex IN CONNECTION WITH THE MERCHANDISE PROCURED THROUGH THE deshtex MARKETPLACE.
15. Limitation of Liability
IN NO EVENT WILL deshtex BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLAR DAMAGES, (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH OUR MARKETPLACE, OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO NEGLIGENCE).
16. Indemnity
You hereby agree to indemnify, defend, and hold us harmless for all liability, claims, damages and costs, including reasonable legal fees, arising out of or in connection with a breach of your obligations, representations, and warranties provided in this Agreement. You also agree to hold us harmless for all liability, claims, damages, and costs, including reasonable legal fees, arising out of or in connection with any errors, malfunctions, or defects in connection with the deshtex Marketplace.
17. General Compliance with Laws
You will comply with all applicable laws, statutes, ordinances, and regulations regarding your use of our service and your bidding on, listing, purchasing and selling items, including but not limited, to the laws of jurisdictions of each of the Buyer and Supplier. You will abide by all such laws including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising or international embargo.
18. User Responsibilities and Requirements
You are responsible for all agents acting or purporting to act on your behalf. You are responsible for the actions and statements of all users who access the deshtex Marketplace using your registration code.
You shall not post on our Marketplace or sell through our Marketplace any item that, by paying to us the related commission fee, could cause us to violate any applicable Law, including, without limitation, any export control, consumer protection, unfair competition, anti-discrimination, false advertising, criminal law, money laundering prohibition, embargo or United Nations resolution with respect to any embargo. You shall not post or transmit any bulk-emails, advertisements, solicitations, offers for sale of goods or services, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by this Agreement). You will not harvest, collect, or otherwise use the information of other users for any commercial purposes, except as expressly permitted by this Agreement. A violation of these restrictions constitutes an immediate breach of this Agreement.
19. Intellectual Property Rights
You recognize and agree that you have no rights in or to the whole of or any part of the trade names "deshtex," "deshtex.com", "deshtex,com Srl" or "deshtex Marketplace" nor to any of the deshtex Marketplace components or processes. You will not, except as otherwise permitted by this Agreement disclose, make use of, or otherwise infringe our intellectual property or any derivatives thereof. You agree that upon any violation of this covenant, deshtex will suffer irreparable harm and will be entitled to injunctive relief against any further violation, in addition to any other damages to which deshtex may be entitled. This covenant is independent of any other covenant, term, or condition of this Agreement and shall survive the expiration or termination of this Agreement. You further recognize and understand that but for your giving this covenant, deshtex would not have entered into this Agreement.
20. Termination and/or Modification of Services
We may, in our sole discretion, add, delete, or modify some or all of our services at any time. deshtex reserves the right, for any reason, in its sole discretion, to terminate, change or suspend any aspect of the Marketplace, including but not limited to content, features, or hours of availability. deshtex may impose limits on certain features of the Marketplace or restrict your access to part or all of the Marketplace without notice or penalty. You agree that any termination of your access to the service under any provision of this Agreement may be effected without prior notice. Further you agree that deshtex will not be liable to you or any third-party for any termination of your access to the service.
21. Alliance Partners
As a convenience to our members, deshtex may introduce on the Marketplace some companies that provide inspection, financial, shipping, insurance, and other services, and deshtex may from time to time provide access to these services directly from the deshtex Marketplace. You recognize and understand that any arrangement between a member and a service partner is solely between those parties and does not involve deshtex. deshtex plays no part in pricing decisions related to such services or in any negotiations between members and service partners relating to the provision of such services. deshtex may, however, receive a fee from service partners based on the provision of such services to members.
22. Notices
Except as explicitly stated otherwise, any notices will be given by email to customercare@deshtex.com (in the case of deshtex) or to the E-Mail address you provided during the registration process (in your case), or such other address as the party shall specify. Notice will be deemed to be given 24 hours after the message is sent, unless the sending party is notified that the E-Mail address is invalid. Alternatively, we may give notice by registered mail, postage prepaid and return receipt requested, to the address provided to us during the membership application process. In such case, notice will be deemed to be given five (5) Business Days after the date of mailing.
23. Legal Fees
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement or any of the provisions hereof, the prevailing party therein will be entitled to recover from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled, reasonable legal fees, costs, and any other necessary disbursements.
24. Governing Law
This Agreement will be construed and enforced in accordance with the laws of Italy.
25. General Provisions
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. The failure by either you or deshtex to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. All provisions in this Agreement regarding representations, warranties, indemnification, disclaimers, and limitations on liability shall survive any termination of this Agreement.
26. No Assignment, Resale, or Unauthorized Commercial Use
You agree not to resell, assign, or transfer your rights or obligations under this Agreement without the written consent of deshtex. You also agree not to make any unauthorized commercial use of any deshtex services.
27. Force Majeur
deshtex will not be responsible in any manner for any loss or damage occurring as a result of forces beyond its control, including, without limitation, any act of God, natural catastrophe, war, pestilence, labor dispute, telecommunications disruption, or any other matter, cause or thing which such parties do not directly control.
28. Privacy Policy
The deshtex Marketplace Privacy Policy, available as a separate document, isincorporated herein by reference and may be amended from time to time.
29. Entire Agreement
This Agreement constitutes the entire Agreement between you and deshtex.com
Srl. No other representations or warranties are made, save for those contained
within this Agreement.
Revision of May 2002