ELIX POLYMERS' EXTRANET SERVICETERMS AND CONDITIONS
Last updated version July, 2013
These Terms and Conditions (as this term is defined in clause 1), regulate the use of the Extranet Service of Elix Polymers, S.L.U. (as this terms is defined in clause), accessible across https://webportal.elix-polymers.com/, that Elix Polymers, S.L.U., places at the disposal of the users registered according to clause 4 below.
These Terms and Conditions reflects the agreement legally binding between Elix Polymers, S.L.U., the Client and the Authorized User (as both terms are defined in clause 1), in relation with the use of the Extranet Service.
The access and use of the Extranet Services is free, and therefore, Elix does not assume any liability hereunder. Elix (as this term is defined in clause 1), reserves the right to offer to the Client the Extranet Service, according to their previous relationship and the agreements reached by Elix and the Client.
The use by the Clients or the Authorized User (as this term is defined in clause 1) of certain Offered Services (as this term is defined in clause 1) by means of the Extranet Service are subject to the General Conditions of Sale and Delivery (as this term is defined in clause 1) and/or to the commercial agreement previously entered into between the Client and Elix and additionally can be conditioned to particular conditions, regulations and instructions that, as the case may be, will substitute, complete and/or modify these Terms and Conditions and that will have to be agreed by the Client and, if applicable, by the Authorized User before starting the use of the corresponding service or ordering certain Products.
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
For the purposes of the provisions of these Terms and Conditions, the terms set out below shall have the following meanings:
(i)
Authorized User: means each of the individuals to which the Client has appointed as a person that may have access to the Extranet Service in the course of their duties as Client's employees, partners or associated person. Once the Authorized User has been designated by the Client, Elix will provide access to said individual to the Extranet Service as Authorized User. The Authorized User may be, for example, the employees of the Client and/or the employees or representatives of its agents and/or the outsourcers under the control of the Client. The Authorized User may place Orders of Products via the Extranet Service on behalf of the Client.
(ii)
Client: means the entity or organization that request Elix to provide access to an Authorized User for using the Extranet Service, irrespective of its scope.
(iii)
Confidential Information: means the non-public information, in particular information which is obtained from the Service itself, which Elix identifies as confidential or which, under the circumstances surrounding the disclosure regardless of the media or format used, known or which is invented in the future must be treated as confidential. This includes any and all results, work, tasks, data, communiqués, material, information or other content, compiled, prepared or made available by Elix with the exception envisaged in Clause 11.2(v). It also includes any information on technology owned exclusively by Elix that is contained on the Service's architecture, any personal data and any Content that is provided in the Extranet Service or which is downloaded from same, will also be deemed to constitute "Confidential Information".
(iv)
Confidential Material: means all material containing Confidential Information. The Confidential Material in this regard will not only include, with respect to digital information, storage devices, CD-ROMs, diskettes, tapes, cartridges, reels, etc., but also hard disc memory records, or similar permanent information storage media of computer or electronic equipment.
(v)
Content: means the series of creations protected by intellectual and industrial property legislation, as well as any information whatsoever irrespective of the manner in which it is presented, that Elix will use to construct and update the Extranet Service made available to the Client, including but not limited to, photographs, articles and other literary works, data bases, statistics and statistical charts, graphs and diagrams, etc.
In any event, Elix is entitled to use all Contents, for managing the relationship with the Client and for any other purposes related to the management of its business, as well as for statistical and other internal record purposes, including, but not limited to, any activity of processing devoted to the implementation and improvement of the Extranet Service as well as customizing the Offered Services to the Client.
(vi)
Delivery Confirmation E-mail: means the e-mail confirmation that Elix will send to the Authorized User when the Products are ready to be sent to the Ship-to address designated.
(vii) Elix: means the company Elix Polymers, S.L., sole shareholder company, a Spanish limited liability company ("sociedad limitada") duly incorporated and validly existing under the laws of Spain with registered address at Polígono Industrial, Carretera Vilaseca-La Pineda S/N, La Canonja, Tarragona (Spain), duly registered with the Commercial Registry of Tarragona at volume 2,279, page 114, sheet T-35631, and provided with tax identification number B-6350835, which is the provider of the Extranet Service.
(viii) Extranet Service: means the Extranet Service offered by Elix and accessible via computer, smartphone or tablet and initially located in the Website which constitutes the subject-matter of these Terms and Conditions, as is described in clause 0 below. In general terms, the Extranet Service is a web-based channel which provides to the Client and/or the Authorized User the Offered Services.
(ix)
General Conditions of Sale and Delivery: means the general terms and conditions applicable to all contracts with companies and public legal entities which purchase Elix's Products.
(x)
Intellectual Property Rights: means all intellectual (copyright ©) and industrial property rights.
(xi)
Invoices: means the invoices of the Order/s performed by an Authorized User.
(xii) Legal Notice: means the legal conditions applicable to the Website.
(xiii) Offered Services: means all and any of the services made available by Elix from time to time by means of the Extranet Services, which are detailed in clause 6 below.
(xiv) Order: means an order of Products placed by Elix's clients, and particularly by an Authorized User, via the function "Order Products" of the Extranet Service, which shall be received and approved by Elix in order to perform a transaction.
(xv) Order Confirmation E-mail: means and e-mail sent by Elix to the e-mail address of the Authorized User confirming an Order.
(xvi) Order History: means the order history placed by each Client.
(xvii) Party/Parties: means Elix, the Client and the Authorized User may be referred jointly as the "Parties" and, individually, each of them, as a "Party".
(xviii) Personal Data: means all the personal data from the Client and/or its Authorized User which are collected through the Extranet Services.
(xix) Products: means all and any of the goods or materials made available by Elix thought the Extranet Service, from time to time. In the section "Products" the Authorized User may find a description of the Products offered by Elix and, in its case, place orders of any of the listed Products.
(xx) Ship-To: refers to the address where the Products ordered by an Authorized User will be shipped.
(xxi) Sold-to: means the entity that will pay for the Products and to which the invoices will be sent.
(xxii) Spanish Data Protection Regulations: means the Spanish Organic Law 15/1999, of December 13, on Personal Data Protection and its implementing regulations, as amended from time to time.
(xxiii) Terms and Conditions: means these terms and conditions of use of the Extranet Service, in the version published by Elix in the Extranet Services, which are expressly accepted by the Authorized User when he/she logins in the Extranet Service. These Terms and Conditions must be also accepted and/or signed by the
Client prior to Elix gives access to any of its Authorized Users to the Extranet Services.
(xxiv) Website: means the Internet address where the Extranet Service is hosted https://webportal.elix-polymers.com/).
1.2. Interpretation
For the purposes of the provisions of these Terms and Conditions, and unless otherwise required by the context:
(i)
Words in singular will likewise include the plural and vice versa.
(ii)
Headings and words in bold characters have been included for convenience, and cannot be considered for the purposes of the interpretation of these Terms and Conditions.
(iii)
The expressions "includes" or "including" will be understood as "includes without limitation" or "including without limitation".
(iv)
Any references to these Terms and Conditions or to any other contract, agreement or instrument must be interpreted as a reference to such contract, agreement or other instrument, as amended, altered and/or supplemented from time to time.
(v)
None of the contents of these Terms and Conditions shall be interpreted or understood to constitute a joint venture, company, fiduciary or agency relationship between the parties or a collaboration agreement or relationship for any purposes.
(vi)
The Client understands and acknowledges that the Legal Notice accessible via Elix's Website is also applicable to these Terms and Conditions and that Elix may change the terms of such Legal Notice at any time, by making such changes directly on the Website.
2. PURPOSE
2.1. The subject-matter of Extranet Services is to make available to the Clients the Services Offered in the Extranet Service.
2.2. Generally, the Client and the Authorized User undertake to fulfil these Terms and Conditions, as well as to fulfil the guidance or instructions of use contained in Terms and Conditions, in the Extranet Service and in the Website and to act always according to the law, the good customs and the good faith's requirements, with due diligence, and abstaining from using the Extranet Service or the Website in any way that could prevent, from damaging or spoiling the normal functioning of the same, the goods or rights of Elix's rights, its suppliers, the rest of users or in general of any third party.
3. ACCEPTANCE OF THE TERMS AND CONDITIONS
3.1. These Terms and Conditions shall be accepted and/or signed by the Client as a conditions of starting to use the Extranet Service. To that effect, these Terms and Conditions will be sent to the Client by e-mail when the Client expresses its desire to use the Extranet Service by giving access to its Authorized Users. In consequence, the Client must read carefully these Terms and Conditions. Elix will sent to the Client by e-mail any amendment or modification of the Terms and Conditions accepted by the Client.
3.2. Additionally, these Terms and Conditions will be accepted by the Authorized User by pressing the "to accept" button, which appears in the Website the first time he/she logs into the Extranet Service. In consequence, the Authorized User must read carefully these Terms and Conditions each time it use the Extranet Services, since these Terms and Conditions may be amended, according to clause 19 below.
A copy on a permanent medium of the Terms and Conditions accepted by the Authorized User, as stated in this clause, will be sent to the Authorized User by e-mail in a maximum term of 24 hours from its acceptance.
4. AUTHORIZED USER
4.1 The Authorized User shall not be allowed to access to the Extranet Service until the Authorized Uses has accepted these Terms and Conditions, as stated in clause 3.2 above.
4.2 The Client shall ensure that the Authorized User fulfills and comply with all the Terms and Conditions and shall be liable for any violation of these terms by the Authorized User.
4.3 The Client undertakes to keep updated at all times the list of individuals and their respective data and Personal Data, if any, to whom Elix seeks to provide access as Authorized User and will therefore, immediately inform Elix of all and any additions, deletions or changes affecting same.
4.4 Failure by the Client to notify Elix of the additions, and/or deletions and/or changes that affect the Authorized User shall not entail a breach by Elix nor shall Elix assume any liability due to such failure to be notified by the Client. Consequently, any damage or loss that occurs as a result of any lack or any error in such notification shall be assumed exclusively by the Client. On this respect, the Client shall hold Elix harmless of any claims, damages or losses that may arise from the use of the Extranet Service by the Authorized User appointed by the Client.
The Client represents and warrants to Elix that the access by the Authorized User to the Content through the Extranet Service does not constitute any infringement in any way whatsoever the confidentiality undertakings and obligations or legal or contractual obligations of any nature, including, without limitation, obligations of professional secrecy or obligations arising from Spanish Data Protection Regulations, as well as any other requirement or obligations regarding Intellectual Property Rights, non-compete agreements, non-disclosure agreements or advertising regulations.
4.5 Elix is entitled to manage, suspend, withdraw, interrupt and/or cancel the Authorized User access or use of the Extranet Service, at any time and for any reasons and, particularly, should the Authorized User perform a misuse of the Extranet Service, violate any of these Terms and Conditions, or violate the rights of Elix as well as any other Client, Authorized User or of any third parties rights.
5. AUTHORIZED USER REGISTRATION, VALIDATION AND ACCESS SECURITY
5.1. Registration
5.1.1. In order to make the Extranet Service effective, the Client will notify Elix in writing of the person or the list of individuals to whom it wishes Elix to provide access as Authorized User. In this regard, the Client will provide to Elix the following information from said individuals in order that Elix may register the referred individuals as Authorized Users and to grand access to the Extranet Services:
(i)
His/her complete name;
(ii) The name of the entity or organization for which he/she works, and
(iii) His/her corporate/professional e-mail.
5.1.2. In this respect, the Client expressly represents and warrants to Elix that the Client has obtained any relevant consents or authorizations from the individual designated as Authorized User to provide the information and/or Personal Data detailed in clause 5.1.1 above, waiving Elix from any responsibility that may arise for the processing of such Personal Data from said individual.
5.2. Authorized User's username and password
5.2.1. The requested information described above will enable Elix to assign to each Authorized User a password and a username.
5.2.2. The username of the Authorized User will be the e-mail address provided by the Client.
5.2.3. The password is a secret word or string of alphanumerical characters that is used for user authentication mechanisms to prove the identity or for access approval to gain access to a resource.
The first password of an Authorized User will be directly generated by Elix and delivered, jointly with the relevant user name, to the corporate e-mail of the Authorized User's provided by the Client as set forth in clause 5.1 above. The Authorized User and, as the case may be, the Client will be responsible for the custody and security of the Authorized User's username and password
5.3. Authorized User validation
5.3.1. In order to use the Extranet Service, the Authorized User must accept these Terms and Conditions and validate his/her authorization using the password and username assigned by Elix each time he/she accesses to the Extranet Service. The first time that the user connects, the system will ask him/her to change the password to one of his choice, of which Elix is not aware.
5.3.2. If the Authorized User forgets his/her password, he/she may request a new one from Elix and the process to change the password assigned to the one that the Authorized User chooses commences again.
5.3.3. Since access is protected through a password, the Authorized User is under the User must not forget to log out from the Extranet Service and/or or close his/her internet browser when he/she do not need to access the Website or the Extranet Service.
5.3.4. Similarly, the Client and the Authorized User agree that the use of the passwords by the Authorized User will have, with respect to the data set out in these Terms and Conditions and in the documents included in the Extranet Service, the same legal value as a written signature.
5.4. Management of access security
5.4.1. The Client and the Authorized User agree to do all necessary efforts to prevent the unauthorized access or disclosure of the passwords and also assume full liability with respect to all the activities performed under such passwords.
5.4.2. Similarly, the Client and the Authorized User agree that Elix shall not assume any liability with respect to the unauthorized use of the Authorized User's passwords and that the Authorized User shall notify to Elix, as soon as it becomes aware, that any password is not safe, including, without limitation, any circumstance that involves the right of a third party knowing, using or disclosing his/her access passwords.
5.4.3. The Client will notify Elix in writing, sufficiently in advance, for Elix to manage the deletion of any Authorized User and, in all cases, at least ten (10) days before the date on which the deletion is to take effect, of: (i) its intention to withdraw the authorization to access the Extranet Service to any Authorized User; (ii) the end of the employment or corporate relationship of any Authorized User with the Client; and/or (iii) the end of the contract with the professional consultant, advisor, agent or outsourcer that has had access to the Extranet Service on its
behalf.
In the event of the Client's breach of the above, the provisions of Clause 4.4 above shall apply.
5.4.4. The Client and the Authorized User recognize that, in using the service to access the Extranet Service, the Authorized Users of the Extranet Service shall use
networks and facilities that are not under Elix's control and the reliability, availability and performance of said networks and/or facilities are outside Elix's control. Elix shall not make any representations regarding the ownership, suitability, reliability, functioning, legality and integrity of third-party networks and facilities, or in relation to the Content of other resources that are received or accessed via same. The Client assumes all risks and liability with respect to its
use of third-party networks or facilities.
5.4.5. The Authorized User undertakes that its use of the Extranet Service relies on the designation made by the Client and, consequently, undertakes that Elix may revoke and unauthorized its access and/or use of the Extranet Service at the Client's demand, being Elix not liable for any damage or loss that this revocation/authorization may cause to the Authorized User.
5.4.6. The provisions of these Terms and Conditions notwithstanding, Elix does not give any representation or warranty -in relation to the truth, accuracy and ownership of rights, among other aspects- in connection with the Content.
6. OFFERED SERVICES
6.1. By means of the Extranet Service, Elix provides to the Clients, thought the Authorized User designated by the Client, the access to the information and the utilization of several services and contents, the Offered Services, which are the following:
(i)
To order the Products made available by Elix via the Extranet Service. Please note that all Orders are subject to Elix approval which will be confirmed by means of the Order Confirmation E-mail;
(ii)
To access and, as the case may be, to download the Order History, which describes a list of all the Products Orders ordered by the Authorized User in relation to each single Sold-to to whom the Authorized User is authorized to access;
(iii)
To access and, as the case may be, to download a digital copy of the Invoices issued by Elix for Products purchased by the Client; and
(iv)
To access to a FAQ section at https://webportal.elix-polymers.com/faqs where the relevant instructions on the use of the Extranet Services will be provided.
7. LIST OF PRODUCTS
7.1. The Authorized User will find in the Extranet Service the details of Elix's Products at his/her disposal, as well as several information about the said Products, including, amongst others, its description, offers and availability.
7.2. Elix may revise the list of the Products and/or discontinue offering any of the Products at any time.
8. ORDERING PRODUCTS
8.1. All Orders of Products placed by an Authorized User through the Extranet Service are subject to acceptance by Elix. Elix reserves the right to reject any Order an Authorized User places within the Extranet Service, and/or to limit the quantities on any Order. Notwithstanding any Order confirmation or other communications sent by Elix, an Order shall not be deemed accepted by Elix until Elix's proper and expressly confirms it by sending and Order Confirmation E-mail.
Additionally, please note that all and any Orders of Products confirmed by the Order Confirmation E-mail will be subject to the applicable Elix' General Conditions of Sale and Delivery and to the commercial agreement entered into between the Client and Elix.
8.2. All Orders will be shipped to the Ship-to address designated by the Authorized User.
8.3. The Order Confirmation E-mail will contain details of the Order and an estimate of the delivery time for the Order. It is the Clients or the Authorized User responsibility to contact Elix and notify of any error or mistake within the Order as soon as possible. Failure to do so may lead to the incorrect Order being sent out to the Ship-to address designated.
8.4. Additionally to the Order Confirmation E-mail, Elix will be sent to the Authorized User the Delivery Confirmation E-mail when the Products are ready to be sent.
9. ORDER HISTORY
9.1. All Orders approved, completed or not, corresponding to a Sold-to will be listed in the "Order History" section of the Extranet Service, accessible to the Client and/or to its Authorized User, as long as they are its own employees. Said Oder History will also include the current status of each single Sold-to's order.
9.2. If the Authorized User is not an employee of the Client (such as an outsourcer or an agent employee or representative), the Order History will be limited to the Orders placed by said Authorized User, not including any other Order placed by the Client itself or by other Authorized Users.
9.3. Additionally, the Client may find the current status of all Orders placed by its Authorized Users.
9.4. The Order status will indicate the condition of an Order, which may be any of the following:
9.4.1. Confirmed: means that the Order is expressly confirmed by Elix, which has sent to the Authorized User the corresponding Order Confirmation E-mail and that the handling and manufacturing process has started.
9.4.2. Rejected: means that the Order was not approved by Elix for any reason.
9.4.3. In transit: means that the Order has been sent from Elix to the designated Ship-to address. The Products are currently in transit and held by the currier. Elix would send to the Authorized User the corresponding Delivery Confirmation E-mail.
9.4.4. Completed: means that the Order has been correctly delivered to the Ship-to address designated.
9.5. Elix is not responsible for any error regarding the status of an Order and will take no responsibility for any damages or losses that the Client may suffer due to an error related to the Order status.
10. INVOICES
10.1. All Invoices issued by Elix to any Sold-to will be listed in the "Invoices" section of the Extranet Service, accessible to the Client and its Authorized User related to the relevant Sold-to.
10.2. In any event, the Authorized User will have access to the Invoices referred to the Orders placed and visible in the "Order History" section, in accordance to clause 9 above.
10.3. The Authorized User may check, access and download any Invoice listed in the "Invoices" section. All the Invoices will be available in the Extranet in PDF format. Adobe Acrobat Reader is required to view PDF files. This is a free program available from the Adobe website.
11. CONFIDENTIAL INFORMATION
11.1. The Parties' obligations
Each Party agrees to:
(i)
take any measures that are reasonably necessary to prevent the unauthorized disclosure of Confidential Information to third parties (not including its own Confidential Information) and to take the same care with respect to such Confidential Information as that exercised with respect to its own Confidential Information of a similar nature and under no circumstances shall it exercise less diligence than the average professional diligence exercised in its field of business;
(ii) refrain from reproducing, copying, downloading, distributing, revealing, modifying, transforming, decompiling, disclosing and unduly using the Confidential Information (not including its own Confidential Information) save in relation to the work entrusted to which the Client's website is devoted and to the extent authorized or, in the case of Elix, with the exception of the aspects permitted pursuant to these Terms and Conditions;
(iii) limit the use of Confidential Information by the Authorized User of the Client's website Service to the authorized use in relation to the work entrusted to which the Website is devoted;
(iv) immediately notify the other party in the event that it becomes aware of any unauthorized access, use or disclosure of Confidential Information;
(v) reveal the Confidential Information pursuant to a court order or other valid legal or administrative process, although it shall notify the other Party of such requirement as soon as possible, provided this does not breach such orders; and
(vi) ensure that all those in its respective organization that have access to the Confidential Information, or intervene at any stage of the processing of the same, comply with the duty of secrecy.
11.2. Exceptions
Shall not be considered as Confidential Information any information that:
(i)
is or becomes public and available in a manner that does not constitute a violation by the Client of any obligation to Elix;
(ii) is already in possession of the recipient without restrictions;
(iii) is obtained by the recipient from a third party without restrictions as to its disclosure and without having breached an obligation entered into with Elix;
(iv) is disclosed at the request of a judicial authority, the law or other provision; and/or
(v) which has been developed independently by the Client, prior to acceptance of these Terms and Conditions, shall be excluded from the definition of "Confidential Information".
12. PERSONAL DATA PROTECTION
12.1. Pursuant to the provisions of the Spanish Data Protection Regulations, Elix informs that any Personal Data that the Client or that the Authorized User may provide through the Extranet Service will be incorporated into a file owned by Elix, for the exclusive purpose of allowing the access and use of the Extranet Service and, should the case may be, any of the Offered Services.
12.2. All the requested Personal Data are compulsory, in this sense the omission of someone of them might suppose the inability to fulfil with the purposes above indicated and to render the Offered Services. In this respect, the Client and, should the case may be, the Authorized User undertake to communicate to Elix immediately any modification of the above-mentioned information, so that said Personal Data contained in Elix's files should be updated at all time and should not contain mistakes. Likewise, in the event that the Client provides Personal Data of the Authorized User in order to grant him/her access to the Extranet Service, as well as any other Personal Data from any other third party, the Client guarantees that the referred individuals have been informed in an express, precise and unequivocal form about the purpose of the processing of its Personal Data and that, the Client has obtained the relevant consents of his/her holders to provide them and, likewise, to demonstrate that the above mentioned Personal Data are exact, updated and truthful.
In addition, the Client guarantees that it has obtained the relevant authorizations by the individuals designated as Authorized User to receive any e-mail or notification by Elix.
12.3. The Client and, should the case may be, the third parties which Personal Data has facilitated to Elix by the Client, and the Authorized User, will be able to exercise at any time its corresponding rights of access, rectification, cancellation and opposition to the processing of its information and/or Personal Data, according to the Spanish Data Protection Regulations, sending to Elix Costumer's Service at the address Polígono Industrial, Carretera Vilaseca-La Pineda s/n, Apartado de correos 176, 43080 Tarragona, Spain, or by means of the e-mail customerservice@elix-polymers.com, attaching to its request a copy of an official document in force which evidence its identity. In the event that the Client or the Authorized User have provided to Elix any Personal Data of third parties, the Client undertakes to inform them about the possibility of exercising the said rights indicated in the above-mentioned way.
12.4. The Client is informed and expressly authorizes Elix to disclose the Personal Data to administrative and/or legal bodies, as well as to other third parties, provided that such disclosure is legally necessary to provide the Extranet Service;
12.5. The Extranet Service will be provided by Elix and the Personal Data will be incorporated in its systems and media. Elix undertakes to observe the security, technical and organizational measures applicable to its filing systems, processing centers, facilities, equipment, systems, programs and persons that participate in the processing pursuant to the legislation in force, in order to avoid any unauthorized access, alteration, modification, erasure or misuse of the Personal Data from the Client or its Authorized Users. For this purpose, Elix fulfill the security measures in view of the nature of the Personal Data subject to the processing, which by default will be basic level.
12.6. Additionally the Personal Data provided to Elix will be processed by Elix to: (i) send to the Client and/or its Authorized User information about the events organized by Elix or where Elix participates, and (ii) send to the Client and/or its Authorized User commercial communications on goods and services sold or provided by Elix, by any of its partners or associates, and by any third party, as long as the information is related to goods and services similar to the ones sold or provided by Elix and the organization of congresses, exhibitions, seminars, conferences and related publications. By accepting these Terms and Conditions, the Client and its Authorized User expressly authorize to receive the mentioned communications by any means, including e-mail or any other means of electronic communication. If the Client or the Authorized User DO NOT want its Personal Data to be processed for the purposes stated in the previous paragraph, send an e-mail to customerservice@elix-polymers.com indicating "UNSUBSCRIBE" in the e-mail subject
12.7. In any event, Elix will not be liable for the damage caused as a result of any technical failure or security breach, including, inter alia, loss, misuse, alteration, unauthorized access, theft, fire, flooding or any other force majeure event that may affect the Personal Data.
12.8. If, for any reason, Elix stops providing the Extranet Service definitively, it will destroy all the stored Personal Data in order to maintain the security of the data supplied and bring them into line with their purpose.
Notwithstanding the provisions of clause 12.8 above, Elix may keep, duly blocked, a copy of the Personal Data (on any media or document) where necessary for reasons of professional liability and/or based on legal, tax and/or administrative obligations, undertaking to destroy them once the reasons justifying the storage have disappeared.
13. USE OF COOKIES
13.1. Elix may use cookies in the Website when providing the Extranet Service. Cookies are automatic data collection processes regarding your determined preferences when an user visits a particular website. This information is recorded on small files that are stored on the users' device and are imperceptible. Each time the users go back to the website these files are automatically activated and the website tailors the information to the preferences indicated on previous visits. In short, cookies are physical personal information files stored on the user's device and unequivocally associated to that device. Cookies cannot read the cookie files created by other providers.
13.2. The Website and the Extranet Service are accessible without having to activate the cookie files options, although blocking the use of cookies may prevent the full functionality and proper viewing of the Website and the Extranet Service.
13.3. The Client and the Authorized User may also select the appropriate settings on its browser in order to prevent the creation of cookies or receive a warning when this occurs.
14. SUSPENSION AND TERMINATION OF THE SERVICE
14.1. Elix reserves the right to stop, interrupt or refuse, temporarily or permanently, the Client or its Authorized User access and/or use of the Extranet Service for any technical or organizational reasons, including, for example, improvements to and maintenance of or substitution of the software with which the Extranet Service is provided. In this regard, the Client recognizes that Elix may stop, interrupt or refuse, temporarily or permanently, the Client's or its Authorized Users access and/or use of the Extranet Service at any time, without being liable for any claims, damages or losses that the Client or its Authorized User may sustain in relation to investments (monetary or otherwise) or plans that it may have made bearing the Extranet Service in mind.
14.2. Elix reserves the right to stop, interrupt or refuse, temporarily or permanently, the Client or its Authorized User access and/or use of the Extranet Service for any reason and without just cause at any time.
15. LIABILITY
15.1. The access to the Extranet Service and/or to the Website is voluntary, and, therefore, it is the Client and, should the case may be, the Authorized User, who will be responsible for any direct or indirect effect resulting for the use of the Extranet Service or of the Website, including but not limited to, any economic, technical and/or juridical adverse result, as well as the cheating of the expectations generated by the Extranet Service. In this respect, the Client shall hold Elix harmless of any claims, damages or losses that may arise from the utilization of the Extranet Service.
15.2. Elix does not warrant that access to the Website or to the Extranet Service will be interrupted or free of errors.
15.3. Elix will not be responsible in any case of that the use of Extranet Service and/or the Website by the users is according to the law, these Terms and Conditions, the good customs and the good faith's requirements, and in a diligent and prudent way.
15.4. The Client assumes full liability with respect to the direct use made by itself or by its Authorized User of the Extranet Service and/or the Website.
15.5. The Client understands that it is the only entity liable for any damage and loss, expenses or claims in such regard arising from its use of the Extranet.
15.6. Elix does not warrant that the Content will not be lost or that the security of any Contents and/or communications will be not jeopardized.
15.7. Elix does not make any representations regarding the Content made available by providing the Extranet Service.
The Content placed at the Authorized User's disposal via the Extranet Service is merely for informative purposes and is not binding for Elix. The provided information may not be exhaustive, accurate or updated and Elix does not therefore assume any liability for such information or Content. Similarly, there is no guarantee that the legal documents available "on line" reproduce exactly the texts officially adopted, or that the information satisfies the Client's expectations.
15.8. Elix is not liable for any damage and loss arising from malware, such as viruses, worms, logical bombs or corruption or loss of data or damages to the software or hardware. The Client and its Authorized User are also responsible for checking the existence of malware in data or attached documents downloaded from the Extranet Service.
15.9. The Client acknowledges its full liability with respect to all the obligations arising from actions or omissions by the Client, any Authorized User and any other persons acting via the Client by failing to fulfill these Terms and Conditions, as well as in relation to any and all claims, or actions by third parties arising from the operation or use of access to the Extranet Service.
15.10. If the Client, or an Authorized User breaches these Terms and Conditions or if Elix has to defend itself from any claim or claims arising from such breaches, the Client will indemnify and hold harmless Elix or its organization and its respective directors, employees, partners, representatives, agents, suppliers and contractors against all damage and loss, liability, costs or expenses (including lawyers' fees and all other costs of defense) sustained or incurred by any of said parties as a result of failure to comply with these Terms and Conditions or claims resulting from access to the Extranet Service and/or to the Website. In such cases, the Client shall notify Elix of such claims as soon as possible, by e-mail.
16. INTELLECTUAL PROPERTY RIGHTS
16.1. Elix holds all the Intellectual Property Rights to any computer program and webpage needed to achieve connectivity, exchange of documents or access to the information accessible via the web page and on the Content uploaded into the Extranet Service and/or the Website or available through it which is identified as being, or the Client knows or should know is, the exclusive property of Elix.
16.2. Any information produced by means of the operation or administration of the Extranet Service will, at all times, be the exclusive property of Elix. Elix will be entitled to manage the Content and to take any other measures connected with the operation and administration of the Extranet Service by it, relating to access to the Extranet Service's information, in the manner it chooses.
16.3. Any use by the Client or the Authorized User other than the strictly private use of the information and Content of the Website or the Extranet Service is expressly prohibited. This prohibition includes any reproduction, re-use, extraction, modification, making available, distribution, dissemination, public communication, exhibition or execution of the Content of the Website or the Extranet Service, with the limits established by law in respect of intellectual property.
16.4. The Client shall ensure that the Authorized User does not publish, license, sell, transfer, modify, copy, exhibit, make available, communicate publicly or distribute any part of the Content of the Extranet Service, save in the manner expressly established in these Terms and Conditions, nor change, eliminate or conceal any copyright warning, disclaimer of liability or any other warning.
16.5. Any extraction and/or re-use by the Client or the Authorized User of all or a substantial part of the Content or of the databases that Elix places at the disposal of the Authorized User is prohibited. Uploading data by the Client or the Authorized User obtained from any database of Elix onto another database, or intellectual creation deriving therefrom, is expressly prohibited, even if there is no profit motive.
16.6. The Client authorizes Elix, non-exclusively, to use its name on the Extranet Service solely for the purposes of complying with the obligations assumed by Elix in these Terms and Conditions. The authorization contained in this clause is granted worldwide and for the effective term of the Extranet Service. Elix undertakes to immediately and definitively cease in the exercise of each and every one of the rights granted to it pursuant to this clause as soon as the Extranet Service is terminated in accordance with the provisions of clause 14 above.
17. ASSIGNMENT AND SUBROGATION
17.1. The Client's right to access the Extranet Service or its account, password(s) or user identification is nontransferable, meaning that any assignment that is contrary to the provisions of this clause 17 is null and void.
17.2. The Client also agrees that the rights and obligations that correspond to Elix by virtue of these Terms and Conditions may be made freely extensive by Elix to any third party, with no need for prior notice to the Client or for any authorization whatsoever by the latter.
18. NOTICES
Elix may select a website or other means, including the email address of a representative of Elix, from which to issue notices relating to the Extranet Service to the Client. All warnings and notices issued by Elix through this channel shall be considered satisfactory notices in connection with these Terms and Conditions.
19. AMENDMENT OF THESE TERMS AND CONDITONS AND/OR THE EXTRANET SERVICES
Elix reserves the right to make changes to part or all of these Terms and Conditions and/or to the Extranet Service for any reasons and at any time, at its sole discretion without any notice.
Any such amendments will be published on the Extranet Services and it is the Client/Authorized User responsibility to ensure that they are aware of the correct and current Terms and Conditions. For this reason, it is up to the Client to check, periodically, whether changes have been made and to comply at all times with the Terms and Conditions in force.
20. ENTIRE AGREEMENT, NO WAIVER
These Terms and Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof. No waiver by Elix of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. No failure or delay by us in exercising any of our rights under these Terms and Conditions shall be deemed to be a waiver of that right and no waiver by us of any breach by you shall be considered as a waiver of any subsequent breach of the same or any other provision. No third party shall have the right to enforce any provision of these Terms and Conditions.
21. CORRECTION OF ERRORS AND INNACURACIES
The Website Content and/or the Extranet Services' Content may contain typographical errors or other errors or inaccuracies and may not be correct or current. Elix reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Elix does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
22. INVALIDITY
Failure of Elix to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its right and remedies. If any provision of these Terms and Conditions is deemed by a court to be unenforceable, the remainder shall stay in effect.
23. APPLICABLE LAW AND JURISDICTION
23.1. These Terms and Conditions shall be governed by Spanish law.
23.2. The Parties hereto agree that any lawsuits, disputes, issues or claims resulting from the enforcement or interpretation of these Terms and Conditions or directly or indirectly connected therewith, as well as regarding the access and/or use of the Website and/or the Extranet Service, shall be definitively settled by the Courts of Barcelona.
Last updated version July, 2013
These Terms and Conditions (as this term is defined in clause 1), regulate the use of the Extranet Service of Elix Polymers, S.L.U. (as this terms is defined in clause), accessible across https://webportal.elix-polymers.com/, that Elix Polymers, S.L.U., places at the disposal of the users registered according to clause 4 below.
These Terms and Conditions reflects the agreement legally binding between Elix Polymers, S.L.U., the Client and the Authorized User (as both terms are defined in clause 1), in relation with the use of the Extranet Service.
The access and use of the Extranet Services is free, and therefore, Elix does not assume any liability hereunder. Elix (as this term is defined in clause 1), reserves the right to offer to the Client the Extranet Service, according to their previous relationship and the agreements reached by Elix and the Client.
The use by the Clients or the Authorized User (as this term is defined in clause 1) of certain Offered Services (as this term is defined in clause 1) by means of the Extranet Service are subject to the General Conditions of Sale and Delivery (as this term is defined in clause 1) and/or to the commercial agreement previously entered into between the Client and Elix and additionally can be conditioned to particular conditions, regulations and instructions that, as the case may be, will substitute, complete and/or modify these Terms and Conditions and that will have to be agreed by the Client and, if applicable, by the Authorized User before starting the use of the corresponding service or ordering certain Products.
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
For the purposes of the provisions of these Terms and Conditions, the terms set out below shall have the following meanings:
(i)
Authorized User: means each of the individuals to which the Client has appointed as a person that may have access to the Extranet Service in the course of their duties as Client's employees, partners or associated person. Once the Authorized User has been designated by the Client, Elix will provide access to said individual to the Extranet Service as Authorized User. The Authorized User may be, for example, the employees of the Client and/or the employees or representatives of its agents and/or the outsourcers under the control of the Client. The Authorized User may place Orders of Products via the Extranet Service on behalf of the Client.
(ii)
Client: means the entity or organization that request Elix to provide access to an Authorized User for using the Extranet Service, irrespective of its scope.
(iii)
Confidential Information: means the non-public information, in particular information which is obtained from the Service itself, which Elix identifies as confidential or which, under the circumstances surrounding the disclosure regardless of the media or format used, known or which is invented in the future must be treated as confidential. This includes any and all results, work, tasks, data, communiqués, material, information or other content, compiled, prepared or made available by Elix with the exception envisaged in Clause 11.2(v). It also includes any information on technology owned exclusively by Elix that is contained on the Service's architecture, any personal data and any Content that is provided in the Extranet Service or which is downloaded from same, will also be deemed to constitute "Confidential Information".
(iv)
Confidential Material: means all material containing Confidential Information. The Confidential Material in this regard will not only include, with respect to digital information, storage devices, CD-ROMs, diskettes, tapes, cartridges, reels, etc., but also hard disc memory records, or similar permanent information storage media of computer or electronic equipment.
(v)
Content: means the series of creations protected by intellectual and industrial property legislation, as well as any information whatsoever irrespective of the manner in which it is presented, that Elix will use to construct and update the Extranet Service made available to the Client, including but not limited to, photographs, articles and other literary works, data bases, statistics and statistical charts, graphs and diagrams, etc.
In any event, Elix is entitled to use all Contents, for managing the relationship with the Client and for any other purposes related to the management of its business, as well as for statistical and other internal record purposes, including, but not limited to, any activity of processing devoted to the implementation and improvement of the Extranet Service as well as customizing the Offered Services to the Client.
(vi)
Delivery Confirmation E-mail: means the e-mail confirmation that Elix will send to the Authorized User when the Products are ready to be sent to the Ship-to address designated.
(vii) Elix: means the company Elix Polymers, S.L., sole shareholder company, a Spanish limited liability company ("sociedad limitada") duly incorporated and validly existing under the laws of Spain with registered address at Polígono Industrial, Carretera Vilaseca-La Pineda S/N, La Canonja, Tarragona (Spain), duly registered with the Commercial Registry of Tarragona at volume 2,279, page 114, sheet T-35631, and provided with tax identification number B-6350835, which is the provider of the Extranet Service.
(viii) Extranet Service: means the Extranet Service offered by Elix and accessible via computer, smartphone or tablet and initially located in the Website which constitutes the subject-matter of these Terms and Conditions, as is described in clause 0 below. In general terms, the Extranet Service is a web-based channel which provides to the Client and/or the Authorized User the Offered Services.
(ix)
General Conditions of Sale and Delivery: means the general terms and conditions applicable to all contracts with companies and public legal entities which purchase Elix's Products.
(x)
Intellectual Property Rights: means all intellectual (copyright ©) and industrial property rights.
(xi)
Invoices: means the invoices of the Order/s performed by an Authorized User.
(xii) Legal Notice: means the legal conditions applicable to the Website.
(xiii) Offered Services: means all and any of the services made available by Elix from time to time by means of the Extranet Services, which are detailed in clause 6 below.
(xiv) Order: means an order of Products placed by Elix's clients, and particularly by an Authorized User, via the function "Order Products" of the Extranet Service, which shall be received and approved by Elix in order to perform a transaction.
(xv) Order Confirmation E-mail: means and e-mail sent by Elix to the e-mail address of the Authorized User confirming an Order.
(xvi) Order History: means the order history placed by each Client.
(xvii) Party/Parties: means Elix, the Client and the Authorized User may be referred jointly as the "Parties" and, individually, each of them, as a "Party".
(xviii) Personal Data: means all the personal data from the Client and/or its Authorized User which are collected through the Extranet Services.
(xix) Products: means all and any of the goods or materials made available by Elix thought the Extranet Service, from time to time. In the section "Products" the Authorized User may find a description of the Products offered by Elix and, in its case, place orders of any of the listed Products.
(xx) Ship-To: refers to the address where the Products ordered by an Authorized User will be shipped.
(xxi) Sold-to: means the entity that will pay for the Products and to which the invoices will be sent.
(xxii) Spanish Data Protection Regulations: means the Spanish Organic Law 15/1999, of December 13, on Personal Data Protection and its implementing regulations, as amended from time to time.
(xxiii) Terms and Conditions: means these terms and conditions of use of the Extranet Service, in the version published by Elix in the Extranet Services, which are expressly accepted by the Authorized User when he/she logins in the Extranet Service. These Terms and Conditions must be also accepted and/or signed by the
Client prior to Elix gives access to any of its Authorized Users to the Extranet Services.
(xxiv) Website: means the Internet address where the Extranet Service is hosted https://webportal.elix-polymers.com/).
1.2. Interpretation
For the purposes of the provisions of these Terms and Conditions, and unless otherwise required by the context:
(i)
Words in singular will likewise include the plural and vice versa.
(ii)
Headings and words in bold characters have been included for convenience, and cannot be considered for the purposes of the interpretation of these Terms and Conditions.
(iii)
The expressions "includes" or "including" will be understood as "includes without limitation" or "including without limitation".
(iv)
Any references to these Terms and Conditions or to any other contract, agreement or instrument must be interpreted as a reference to such contract, agreement or other instrument, as amended, altered and/or supplemented from time to time.
(v)
None of the contents of these Terms and Conditions shall be interpreted or understood to constitute a joint venture, company, fiduciary or agency relationship between the parties or a collaboration agreement or relationship for any purposes.
(vi)
The Client understands and acknowledges that the Legal Notice accessible via Elix's Website is also applicable to these Terms and Conditions and that Elix may change the terms of such Legal Notice at any time, by making such changes directly on the Website.
2. PURPOSE
2.1. The subject-matter of Extranet Services is to make available to the Clients the Services Offered in the Extranet Service.
2.2. Generally, the Client and the Authorized User undertake to fulfil these Terms and Conditions, as well as to fulfil the guidance or instructions of use contained in Terms and Conditions, in the Extranet Service and in the Website and to act always according to the law, the good customs and the good faith's requirements, with due diligence, and abstaining from using the Extranet Service or the Website in any way that could prevent, from damaging or spoiling the normal functioning of the same, the goods or rights of Elix's rights, its suppliers, the rest of users or in general of any third party.
3. ACCEPTANCE OF THE TERMS AND CONDITIONS
3.1. These Terms and Conditions shall be accepted and/or signed by the Client as a conditions of starting to use the Extranet Service. To that effect, these Terms and Conditions will be sent to the Client by e-mail when the Client expresses its desire to use the Extranet Service by giving access to its Authorized Users. In consequence, the Client must read carefully these Terms and Conditions. Elix will sent to the Client by e-mail any amendment or modification of the Terms and Conditions accepted by the Client.
3.2. Additionally, these Terms and Conditions will be accepted by the Authorized User by pressing the "to accept" button, which appears in the Website the first time he/she logs into the Extranet Service. In consequence, the Authorized User must read carefully these Terms and Conditions each time it use the Extranet Services, since these Terms and Conditions may be amended, according to clause 19 below.
A copy on a permanent medium of the Terms and Conditions accepted by the Authorized User, as stated in this clause, will be sent to the Authorized User by e-mail in a maximum term of 24 hours from its acceptance.
4. AUTHORIZED USER
4.1 The Authorized User shall not be allowed to access to the Extranet Service until the Authorized Uses has accepted these Terms and Conditions, as stated in clause 3.2 above.
4.2 The Client shall ensure that the Authorized User fulfills and comply with all the Terms and Conditions and shall be liable for any violation of these terms by the Authorized User.
4.3 The Client undertakes to keep updated at all times the list of individuals and their respective data and Personal Data, if any, to whom Elix seeks to provide access as Authorized User and will therefore, immediately inform Elix of all and any additions, deletions or changes affecting same.
4.4 Failure by the Client to notify Elix of the additions, and/or deletions and/or changes that affect the Authorized User shall not entail a breach by Elix nor shall Elix assume any liability due to such failure to be notified by the Client. Consequently, any damage or loss that occurs as a result of any lack or any error in such notification shall be assumed exclusively by the Client. On this respect, the Client shall hold Elix harmless of any claims, damages or losses that may arise from the use of the Extranet Service by the Authorized User appointed by the Client.
The Client represents and warrants to Elix that the access by the Authorized User to the Content through the Extranet Service does not constitute any infringement in any way whatsoever the confidentiality undertakings and obligations or legal or contractual obligations of any nature, including, without limitation, obligations of professional secrecy or obligations arising from Spanish Data Protection Regulations, as well as any other requirement or obligations regarding Intellectual Property Rights, non-compete agreements, non-disclosure agreements or advertising regulations.
4.5 Elix is entitled to manage, suspend, withdraw, interrupt and/or cancel the Authorized User access or use of the Extranet Service, at any time and for any reasons and, particularly, should the Authorized User perform a misuse of the Extranet Service, violate any of these Terms and Conditions, or violate the rights of Elix as well as any other Client, Authorized User or of any third parties rights.
5. AUTHORIZED USER REGISTRATION, VALIDATION AND ACCESS SECURITY
5.1. Registration
5.1.1. In order to make the Extranet Service effective, the Client will notify Elix in writing of the person or the list of individuals to whom it wishes Elix to provide access as Authorized User. In this regard, the Client will provide to Elix the following information from said individuals in order that Elix may register the referred individuals as Authorized Users and to grand access to the Extranet Services:
(i)
His/her complete name;
(ii) The name of the entity or organization for which he/she works, and
(iii) His/her corporate/professional e-mail.
5.1.2. In this respect, the Client expressly represents and warrants to Elix that the Client has obtained any relevant consents or authorizations from the individual designated as Authorized User to provide the information and/or Personal Data detailed in clause 5.1.1 above, waiving Elix from any responsibility that may arise for the processing of such Personal Data from said individual.
5.2. Authorized User's username and password
5.2.1. The requested information described above will enable Elix to assign to each Authorized User a password and a username.
5.2.2. The username of the Authorized User will be the e-mail address provided by the Client.
5.2.3. The password is a secret word or string of alphanumerical characters that is used for user authentication mechanisms to prove the identity or for access approval to gain access to a resource.
The first password of an Authorized User will be directly generated by Elix and delivered, jointly with the relevant user name, to the corporate e-mail of the Authorized User's provided by the Client as set forth in clause 5.1 above. The Authorized User and, as the case may be, the Client will be responsible for the custody and security of the Authorized User's username and password
5.3. Authorized User validation
5.3.1. In order to use the Extranet Service, the Authorized User must accept these Terms and Conditions and validate his/her authorization using the password and username assigned by Elix each time he/she accesses to the Extranet Service. The first time that the user connects, the system will ask him/her to change the password to one of his choice, of which Elix is not aware.
5.3.2. If the Authorized User forgets his/her password, he/she may request a new one from Elix and the process to change the password assigned to the one that the Authorized User chooses commences again.
5.3.3. Since access is protected through a password, the Authorized User is under the User must not forget to log out from the Extranet Service and/or or close his/her internet browser when he/she do not need to access the Website or the Extranet Service.
5.3.4. Similarly, the Client and the Authorized User agree that the use of the passwords by the Authorized User will have, with respect to the data set out in these Terms and Conditions and in the documents included in the Extranet Service, the same legal value as a written signature.
5.4. Management of access security
5.4.1. The Client and the Authorized User agree to do all necessary efforts to prevent the unauthorized access or disclosure of the passwords and also assume full liability with respect to all the activities performed under such passwords.
5.4.2. Similarly, the Client and the Authorized User agree that Elix shall not assume any liability with respect to the unauthorized use of the Authorized User's passwords and that the Authorized User shall notify to Elix, as soon as it becomes aware, that any password is not safe, including, without limitation, any circumstance that involves the right of a third party knowing, using or disclosing his/her access passwords.
5.4.3. The Client will notify Elix in writing, sufficiently in advance, for Elix to manage the deletion of any Authorized User and, in all cases, at least ten (10) days before the date on which the deletion is to take effect, of: (i) its intention to withdraw the authorization to access the Extranet Service to any Authorized User; (ii) the end of the employment or corporate relationship of any Authorized User with the Client; and/or (iii) the end of the contract with the professional consultant, advisor, agent or outsourcer that has had access to the Extranet Service on its
behalf.
In the event of the Client's breach of the above, the provisions of Clause 4.4 above shall apply.
5.4.4. The Client and the Authorized User recognize that, in using the service to access the Extranet Service, the Authorized Users of the Extranet Service shall use
networks and facilities that are not under Elix's control and the reliability, availability and performance of said networks and/or facilities are outside Elix's control. Elix shall not make any representations regarding the ownership, suitability, reliability, functioning, legality and integrity of third-party networks and facilities, or in relation to the Content of other resources that are received or accessed via same. The Client assumes all risks and liability with respect to its
use of third-party networks or facilities.
5.4.5. The Authorized User undertakes that its use of the Extranet Service relies on the designation made by the Client and, consequently, undertakes that Elix may revoke and unauthorized its access and/or use of the Extranet Service at the Client's demand, being Elix not liable for any damage or loss that this revocation/authorization may cause to the Authorized User.
5.4.6. The provisions of these Terms and Conditions notwithstanding, Elix does not give any representation or warranty -in relation to the truth, accuracy and ownership of rights, among other aspects- in connection with the Content.
6. OFFERED SERVICES
6.1. By means of the Extranet Service, Elix provides to the Clients, thought the Authorized User designated by the Client, the access to the information and the utilization of several services and contents, the Offered Services, which are the following:
(i)
To order the Products made available by Elix via the Extranet Service. Please note that all Orders are subject to Elix approval which will be confirmed by means of the Order Confirmation E-mail;
(ii)
To access and, as the case may be, to download the Order History, which describes a list of all the Products Orders ordered by the Authorized User in relation to each single Sold-to to whom the Authorized User is authorized to access;
(iii)
To access and, as the case may be, to download a digital copy of the Invoices issued by Elix for Products purchased by the Client; and
(iv)
To access to a FAQ section at https://webportal.elix-polymers.com/faqs where the relevant instructions on the use of the Extranet Services will be provided.
7. LIST OF PRODUCTS
7.1. The Authorized User will find in the Extranet Service the details of Elix's Products at his/her disposal, as well as several information about the said Products, including, amongst others, its description, offers and availability.
7.2. Elix may revise the list of the Products and/or discontinue offering any of the Products at any time.
8. ORDERING PRODUCTS
8.1. All Orders of Products placed by an Authorized User through the Extranet Service are subject to acceptance by Elix. Elix reserves the right to reject any Order an Authorized User places within the Extranet Service, and/or to limit the quantities on any Order. Notwithstanding any Order confirmation or other communications sent by Elix, an Order shall not be deemed accepted by Elix until Elix's proper and expressly confirms it by sending and Order Confirmation E-mail.
Additionally, please note that all and any Orders of Products confirmed by the Order Confirmation E-mail will be subject to the applicable Elix' General Conditions of Sale and Delivery and to the commercial agreement entered into between the Client and Elix.
8.2. All Orders will be shipped to the Ship-to address designated by the Authorized User.
8.3. The Order Confirmation E-mail will contain details of the Order and an estimate of the delivery time for the Order. It is the Clients or the Authorized User responsibility to contact Elix and notify of any error or mistake within the Order as soon as possible. Failure to do so may lead to the incorrect Order being sent out to the Ship-to address designated.
8.4. Additionally to the Order Confirmation E-mail, Elix will be sent to the Authorized User the Delivery Confirmation E-mail when the Products are ready to be sent.
9. ORDER HISTORY
9.1. All Orders approved, completed or not, corresponding to a Sold-to will be listed in the "Order History" section of the Extranet Service, accessible to the Client and/or to its Authorized User, as long as they are its own employees. Said Oder History will also include the current status of each single Sold-to's order.
9.2. If the Authorized User is not an employee of the Client (such as an outsourcer or an agent employee or representative), the Order History will be limited to the Orders placed by said Authorized User, not including any other Order placed by the Client itself or by other Authorized Users.
9.3. Additionally, the Client may find the current status of all Orders placed by its Authorized Users.
9.4. The Order status will indicate the condition of an Order, which may be any of the following:
9.4.1. Confirmed: means that the Order is expressly confirmed by Elix, which has sent to the Authorized User the corresponding Order Confirmation E-mail and that the handling and manufacturing process has started.
9.4.2. Rejected: means that the Order was not approved by Elix for any reason.
9.4.3. In transit: means that the Order has been sent from Elix to the designated Ship-to address. The Products are currently in transit and held by the currier. Elix would send to the Authorized User the corresponding Delivery Confirmation E-mail.
9.4.4. Completed: means that the Order has been correctly delivered to the Ship-to address designated.
9.5. Elix is not responsible for any error regarding the status of an Order and will take no responsibility for any damages or losses that the Client may suffer due to an error related to the Order status.
10. INVOICES
10.1. All Invoices issued by Elix to any Sold-to will be listed in the "Invoices" section of the Extranet Service, accessible to the Client and its Authorized User related to the relevant Sold-to.
10.2. In any event, the Authorized User will have access to the Invoices referred to the Orders placed and visible in the "Order History" section, in accordance to clause 9 above.
10.3. The Authorized User may check, access and download any Invoice listed in the "Invoices" section. All the Invoices will be available in the Extranet in PDF format. Adobe Acrobat Reader is required to view PDF files. This is a free program available from the Adobe website.
11. CONFIDENTIAL INFORMATION
11.1. The Parties' obligations
Each Party agrees to:
(i)
take any measures that are reasonably necessary to prevent the unauthorized disclosure of Confidential Information to third parties (not including its own Confidential Information) and to take the same care with respect to such Confidential Information as that exercised with respect to its own Confidential Information of a similar nature and under no circumstances shall it exercise less diligence than the average professional diligence exercised in its field of business;
(ii) refrain from reproducing, copying, downloading, distributing, revealing, modifying, transforming, decompiling, disclosing and unduly using the Confidential Information (not including its own Confidential Information) save in relation to the work entrusted to which the Client's website is devoted and to the extent authorized or, in the case of Elix, with the exception of the aspects permitted pursuant to these Terms and Conditions;
(iii) limit the use of Confidential Information by the Authorized User of the Client's website Service to the authorized use in relation to the work entrusted to which the Website is devoted;
(iv) immediately notify the other party in the event that it becomes aware of any unauthorized access, use or disclosure of Confidential Information;
(v) reveal the Confidential Information pursuant to a court order or other valid legal or administrative process, although it shall notify the other Party of such requirement as soon as possible, provided this does not breach such orders; and
(vi) ensure that all those in its respective organization that have access to the Confidential Information, or intervene at any stage of the processing of the same, comply with the duty of secrecy.
11.2. Exceptions
Shall not be considered as Confidential Information any information that:
(i)
is or becomes public and available in a manner that does not constitute a violation by the Client of any obligation to Elix;
(ii) is already in possession of the recipient without restrictions;
(iii) is obtained by the recipient from a third party without restrictions as to its disclosure and without having breached an obligation entered into with Elix;
(iv) is disclosed at the request of a judicial authority, the law or other provision; and/or
(v) which has been developed independently by the Client, prior to acceptance of these Terms and Conditions, shall be excluded from the definition of "Confidential Information".
12. PERSONAL DATA PROTECTION
12.1. Pursuant to the provisions of the Spanish Data Protection Regulations, Elix informs that any Personal Data that the Client or that the Authorized User may provide through the Extranet Service will be incorporated into a file owned by Elix, for the exclusive purpose of allowing the access and use of the Extranet Service and, should the case may be, any of the Offered Services.
12.2. All the requested Personal Data are compulsory, in this sense the omission of someone of them might suppose the inability to fulfil with the purposes above indicated and to render the Offered Services. In this respect, the Client and, should the case may be, the Authorized User undertake to communicate to Elix immediately any modification of the above-mentioned information, so that said Personal Data contained in Elix's files should be updated at all time and should not contain mistakes. Likewise, in the event that the Client provides Personal Data of the Authorized User in order to grant him/her access to the Extranet Service, as well as any other Personal Data from any other third party, the Client guarantees that the referred individuals have been informed in an express, precise and unequivocal form about the purpose of the processing of its Personal Data and that, the Client has obtained the relevant consents of his/her holders to provide them and, likewise, to demonstrate that the above mentioned Personal Data are exact, updated and truthful.
In addition, the Client guarantees that it has obtained the relevant authorizations by the individuals designated as Authorized User to receive any e-mail or notification by Elix.
12.3. The Client and, should the case may be, the third parties which Personal Data has facilitated to Elix by the Client, and the Authorized User, will be able to exercise at any time its corresponding rights of access, rectification, cancellation and opposition to the processing of its information and/or Personal Data, according to the Spanish Data Protection Regulations, sending to Elix Costumer's Service at the address Polígono Industrial, Carretera Vilaseca-La Pineda s/n, Apartado de correos 176, 43080 Tarragona, Spain, or by means of the e-mail customerservice@elix-polymers.com, attaching to its request a copy of an official document in force which evidence its identity. In the event that the Client or the Authorized User have provided to Elix any Personal Data of third parties, the Client undertakes to inform them about the possibility of exercising the said rights indicated in the above-mentioned way.
12.4. The Client is informed and expressly authorizes Elix to disclose the Personal Data to administrative and/or legal bodies, as well as to other third parties, provided that such disclosure is legally necessary to provide the Extranet Service;
12.5. The Extranet Service will be provided by Elix and the Personal Data will be incorporated in its systems and media. Elix undertakes to observe the security, technical and organizational measures applicable to its filing systems, processing centers, facilities, equipment, systems, programs and persons that participate in the processing pursuant to the legislation in force, in order to avoid any unauthorized access, alteration, modification, erasure or misuse of the Personal Data from the Client or its Authorized Users. For this purpose, Elix fulfill the security measures in view of the nature of the Personal Data subject to the processing, which by default will be basic level.
12.6. Additionally the Personal Data provided to Elix will be processed by Elix to: (i) send to the Client and/or its Authorized User information about the events organized by Elix or where Elix participates, and (ii) send to the Client and/or its Authorized User commercial communications on goods and services sold or provided by Elix, by any of its partners or associates, and by any third party, as long as the information is related to goods and services similar to the ones sold or provided by Elix and the organization of congresses, exhibitions, seminars, conferences and related publications. By accepting these Terms and Conditions, the Client and its Authorized User expressly authorize to receive the mentioned communications by any means, including e-mail or any other means of electronic communication. If the Client or the Authorized User DO NOT want its Personal Data to be processed for the purposes stated in the previous paragraph, send an e-mail to customerservice@elix-polymers.com indicating "UNSUBSCRIBE" in the e-mail subject
12.7. In any event, Elix will not be liable for the damage caused as a result of any technical failure or security breach, including, inter alia, loss, misuse, alteration, unauthorized access, theft, fire, flooding or any other force majeure event that may affect the Personal Data.
12.8. If, for any reason, Elix stops providing the Extranet Service definitively, it will destroy all the stored Personal Data in order to maintain the security of the data supplied and bring them into line with their purpose.
Notwithstanding the provisions of clause 12.8 above, Elix may keep, duly blocked, a copy of the Personal Data (on any media or document) where necessary for reasons of professional liability and/or based on legal, tax and/or administrative obligations, undertaking to destroy them once the reasons justifying the storage have disappeared.
13. USE OF COOKIES
13.1. Elix may use cookies in the Website when providing the Extranet Service. Cookies are automatic data collection processes regarding your determined preferences when an user visits a particular website. This information is recorded on small files that are stored on the users' device and are imperceptible. Each time the users go back to the website these files are automatically activated and the website tailors the information to the preferences indicated on previous visits. In short, cookies are physical personal information files stored on the user's device and unequivocally associated to that device. Cookies cannot read the cookie files created by other providers.
13.2. The Website and the Extranet Service are accessible without having to activate the cookie files options, although blocking the use of cookies may prevent the full functionality and proper viewing of the Website and the Extranet Service.
13.3. The Client and the Authorized User may also select the appropriate settings on its browser in order to prevent the creation of cookies or receive a warning when this occurs.
14. SUSPENSION AND TERMINATION OF THE SERVICE
14.1. Elix reserves the right to stop, interrupt or refuse, temporarily or permanently, the Client or its Authorized User access and/or use of the Extranet Service for any technical or organizational reasons, including, for example, improvements to and maintenance of or substitution of the software with which the Extranet Service is provided. In this regard, the Client recognizes that Elix may stop, interrupt or refuse, temporarily or permanently, the Client's or its Authorized Users access and/or use of the Extranet Service at any time, without being liable for any claims, damages or losses that the Client or its Authorized User may sustain in relation to investments (monetary or otherwise) or plans that it may have made bearing the Extranet Service in mind.
14.2. Elix reserves the right to stop, interrupt or refuse, temporarily or permanently, the Client or its Authorized User access and/or use of the Extranet Service for any reason and without just cause at any time.
15. LIABILITY
15.1. The access to the Extranet Service and/or to the Website is voluntary, and, therefore, it is the Client and, should the case may be, the Authorized User, who will be responsible for any direct or indirect effect resulting for the use of the Extranet Service or of the Website, including but not limited to, any economic, technical and/or juridical adverse result, as well as the cheating of the expectations generated by the Extranet Service. In this respect, the Client shall hold Elix harmless of any claims, damages or losses that may arise from the utilization of the Extranet Service.
15.2. Elix does not warrant that access to the Website or to the Extranet Service will be interrupted or free of errors.
15.3. Elix will not be responsible in any case of that the use of Extranet Service and/or the Website by the users is according to the law, these Terms and Conditions, the good customs and the good faith's requirements, and in a diligent and prudent way.
15.4. The Client assumes full liability with respect to the direct use made by itself or by its Authorized User of the Extranet Service and/or the Website.
15.5. The Client understands that it is the only entity liable for any damage and loss, expenses or claims in such regard arising from its use of the Extranet.
15.6. Elix does not warrant that the Content will not be lost or that the security of any Contents and/or communications will be not jeopardized.
15.7. Elix does not make any representations regarding the Content made available by providing the Extranet Service.
The Content placed at the Authorized User's disposal via the Extranet Service is merely for informative purposes and is not binding for Elix. The provided information may not be exhaustive, accurate or updated and Elix does not therefore assume any liability for such information or Content. Similarly, there is no guarantee that the legal documents available "on line" reproduce exactly the texts officially adopted, or that the information satisfies the Client's expectations.
15.8. Elix is not liable for any damage and loss arising from malware, such as viruses, worms, logical bombs or corruption or loss of data or damages to the software or hardware. The Client and its Authorized User are also responsible for checking the existence of malware in data or attached documents downloaded from the Extranet Service.
15.9. The Client acknowledges its full liability with respect to all the obligations arising from actions or omissions by the Client, any Authorized User and any other persons acting via the Client by failing to fulfill these Terms and Conditions, as well as in relation to any and all claims, or actions by third parties arising from the operation or use of access to the Extranet Service.
15.10. If the Client, or an Authorized User breaches these Terms and Conditions or if Elix has to defend itself from any claim or claims arising from such breaches, the Client will indemnify and hold harmless Elix or its organization and its respective directors, employees, partners, representatives, agents, suppliers and contractors against all damage and loss, liability, costs or expenses (including lawyers' fees and all other costs of defense) sustained or incurred by any of said parties as a result of failure to comply with these Terms and Conditions or claims resulting from access to the Extranet Service and/or to the Website. In such cases, the Client shall notify Elix of such claims as soon as possible, by e-mail.
16. INTELLECTUAL PROPERTY RIGHTS
16.1. Elix holds all the Intellectual Property Rights to any computer program and webpage needed to achieve connectivity, exchange of documents or access to the information accessible via the web page and on the Content uploaded into the Extranet Service and/or the Website or available through it which is identified as being, or the Client knows or should know is, the exclusive property of Elix.
16.2. Any information produced by means of the operation or administration of the Extranet Service will, at all times, be the exclusive property of Elix. Elix will be entitled to manage the Content and to take any other measures connected with the operation and administration of the Extranet Service by it, relating to access to the Extranet Service's information, in the manner it chooses.
16.3. Any use by the Client or the Authorized User other than the strictly private use of the information and Content of the Website or the Extranet Service is expressly prohibited. This prohibition includes any reproduction, re-use, extraction, modification, making available, distribution, dissemination, public communication, exhibition or execution of the Content of the Website or the Extranet Service, with the limits established by law in respect of intellectual property.
16.4. The Client shall ensure that the Authorized User does not publish, license, sell, transfer, modify, copy, exhibit, make available, communicate publicly or distribute any part of the Content of the Extranet Service, save in the manner expressly established in these Terms and Conditions, nor change, eliminate or conceal any copyright warning, disclaimer of liability or any other warning.
16.5. Any extraction and/or re-use by the Client or the Authorized User of all or a substantial part of the Content or of the databases that Elix places at the disposal of the Authorized User is prohibited. Uploading data by the Client or the Authorized User obtained from any database of Elix onto another database, or intellectual creation deriving therefrom, is expressly prohibited, even if there is no profit motive.
16.6. The Client authorizes Elix, non-exclusively, to use its name on the Extranet Service solely for the purposes of complying with the obligations assumed by Elix in these Terms and Conditions. The authorization contained in this clause is granted worldwide and for the effective term of the Extranet Service. Elix undertakes to immediately and definitively cease in the exercise of each and every one of the rights granted to it pursuant to this clause as soon as the Extranet Service is terminated in accordance with the provisions of clause 14 above.
17. ASSIGNMENT AND SUBROGATION
17.1. The Client's right to access the Extranet Service or its account, password(s) or user identification is nontransferable, meaning that any assignment that is contrary to the provisions of this clause 17 is null and void.
17.2. The Client also agrees that the rights and obligations that correspond to Elix by virtue of these Terms and Conditions may be made freely extensive by Elix to any third party, with no need for prior notice to the Client or for any authorization whatsoever by the latter.
18. NOTICES
Elix may select a website or other means, including the email address of a representative of Elix, from which to issue notices relating to the Extranet Service to the Client. All warnings and notices issued by Elix through this channel shall be considered satisfactory notices in connection with these Terms and Conditions.
19. AMENDMENT OF THESE TERMS AND CONDITONS AND/OR THE EXTRANET SERVICES
Elix reserves the right to make changes to part or all of these Terms and Conditions and/or to the Extranet Service for any reasons and at any time, at its sole discretion without any notice.
Any such amendments will be published on the Extranet Services and it is the Client/Authorized User responsibility to ensure that they are aware of the correct and current Terms and Conditions. For this reason, it is up to the Client to check, periodically, whether changes have been made and to comply at all times with the Terms and Conditions in force.
20. ENTIRE AGREEMENT, NO WAIVER
These Terms and Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof. No waiver by Elix of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. No failure or delay by us in exercising any of our rights under these Terms and Conditions shall be deemed to be a waiver of that right and no waiver by us of any breach by you shall be considered as a waiver of any subsequent breach of the same or any other provision. No third party shall have the right to enforce any provision of these Terms and Conditions.
21. CORRECTION OF ERRORS AND INNACURACIES
The Website Content and/or the Extranet Services' Content may contain typographical errors or other errors or inaccuracies and may not be correct or current. Elix reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Elix does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
22. INVALIDITY
Failure of Elix to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its right and remedies. If any provision of these Terms and Conditions is deemed by a court to be unenforceable, the remainder shall stay in effect.
23. APPLICABLE LAW AND JURISDICTION
23.1. These Terms and Conditions shall be governed by Spanish law.
23.2. The Parties hereto agree that any lawsuits, disputes, issues or claims resulting from the enforcement or interpretation of these Terms and Conditions or directly or indirectly connected therewith, as well as regarding the access and/or use of the Website and/or the Extranet Service, shall be definitively settled by the Courts of Barcelona.