Conditions of Use

General Conditions of Use for the Schaeffler Website “Schaeffler Partner Portal”

1. Scope and User Access

1.1

Use of the website https://partner-portal.schaeffler (“Schaeffler Website”) offered by Schaeffler Technologies AG & Co. KG (“Schaeffler”) is exclusively subject to these General Conditions of Use.

Use of the Schaeffler Website is granted to partners who have been certified in the Schaeffler Bearings & Industrial Solutions division as distribution partners within the context of the Schaeffler Partner Program on the basis of a separate contractual agreement, and to employees of these partners (“External Users”).

In the case of use of the Schaeffler Website by External Users, prior registration of the user is required (creation of a user name and password and provision of required user information, in particular the certification number assigned to the user by Schaeffler). Within the scope of the registration process, the user bindingly accepts the validity of these General Conditions of Use in the respective version by giving the relevant consent. Without this consent, use of the Schaeffler Website is not possible. For each use of the Schaeffler Website, the External User must log in with his/her personal user name and password.

In the case of use of the Schaeffler Website by an employee of a Schaeffler Group company (“Employee”) – with the individual creation of a user by the responsible department or by single sign-on access – by using the website, the user bindingly accepts the validity of these General Conditions of Use in the respective version. Where registration is required, the regulations for External Users shall apply accordingly.

External Users and Employees of Schaeffler Group companies are also collectively referred to as “Users” below.

1.2

These General Conditions of Use may be supplemented, modified, or replaced in individual cases by other conditions or agreements, for example, for the purchase or sale of products. Schaeffler reserves the right to amend these General Conditions of Use at any time.

1.3

The User affirms that he/she is not using the Schaeffler Website as a consumer, but in the exercise of commercial or independent professional activity, or as an employee of a commercial or independent Schaeffler partner who has been commissioned to act by his/her employer, or as an Employee in the course of fulfilling his/her contractual obligations. Section 312e, paragraph (1), clause (1), numbers (1) to (3) of the German Civil Code shall not apply.

2.Content of the Schaeffler Website and Binding Specifications Governing the Use of Schaeffler Industrial Assets

2.1

In addition to registration, External Users must be activated by Schaeffler in order to use the Schaeffler Website. Activation shall take place if an internal check of the information provided by the External User confirms the External User’s status as a Schaeffler-certified partner. Access to the Schaeffler Website without prior activation is not possible for External Users.

Following activation, the User can view the assets that have been released for him/her. No right shall exist to the release of individual and/or all assets for viewing. Schaeffler shall decide at its discretion whether, and to what extent, a User can view and use assets. This shall apply equally to the viewing of assets by Employees.

2.2

Schaeffler has placed certain non-binding information, services, functions, and content on the Schaeffler Website, which may be called up, downloaded, and/or used. Such placement shall be without any commitment and without any warranties as to completeness.

In its subsections and categories (e.g. “Signage”, “Logo”, and “Marketing Assets”), the Schaeffler Website defines binding specifications both for Schaeffler Employees and for External Users as to how the Schaeffler Industrial Assets (such as company logos, images, brand logos, labels, poster templates, etc.) available for download on the Schaeffler Website may be used.

These specifications are defined in the rules for the respective Schaeffler Industrial Asset as well as in the respective “Dos and Don’ts” (collectively referred to as “specifications”), which are binding for all Users without limitations for the use of Industrial Assets.

The purpose of the Schaeffler Website and the specifications is to guarantee a uniform worldwide presentation of the Schaeffler brand according to Schaeffler’s specifications for the sale and distribution of Schaeffler products by certified partners and the production of sales materials by Employees. This purpose shall be observed and adhered to by all Users bindingly and with no limitations.

Separate agreements existing between Schaeffler or companies in which Schaeffler directly or indirectly holds a majority stake and the External User containing regulations on the use of Schaeffler Industrial Assets (regardless of how they are named in the agreement) shall apply alongside the specifications.

2.3

Schaeffler reserves the right to cease operation of the Schaeffler Website at any time in whole or in part or to change the content thereof. Due to the nature of the Internet and of computer systems, Schaeffler gives no guarantee as to the uninterrupted availability of the Schaeffler Website.

3. Usage Rights and Right of Revocation

3.1

The use of the Schaeffler Website and of the information, services, functions, and content available on the Schaeffler Website, in particular of Schaeffler Industrial Assets (see clause 2.2), shall be subject to these General Conditions of Use and any applicable (licensing) arrangements agreed separately with Schaeffler.

3.2

Schaeffler grants the User a license free, temporary, nonexclusive, nonsublicensable, and nontransferable right to use the information, services, functions, and content made available on the Schaeffler Website to the extent and for the purpose agreed on through separate agreement with Schaeffler, or, if there is no agreement on this point, in accordance with the purpose pursued with the provision and surrender by Schaeffler and as stipulated in these General Conditions of Use and the specifications.

In particular, the content and scope of authorization to use the Schaeffler Industrial Assets provided as downloads and/or the templates made available that can be filled with Schaeffler Industrial Assets shall be based on the separate agreement (license agreement, distribution agreement, or similar) that exists with the respective External User and the regulations of this authorization for use shall be supplemented by the specifications. In the case of any conflicts, the Corporate Communications & Branding department, in consultation with Sales, shall have decision-making authority

3.3

Schaeffler reserves the explicit right to withdraw usage rights to Schaeffler Industrial Assets unilaterally, at any time and without notice or prior warning if, according to Schaeffler’s judgment, the specifications and/or the regulations in the existing distribution agreement with the User have been violated. Schaeffler is also entitled to withdraw usage rights to Schaeffler Industrial Assets with a reasonable period of notification if the distribution agreement concluded with the external partner ends, regardless of the reason for termination.

In this case, at the request of Schaeffler to this effect, the External User is obligated to stop further use of the Schaeffler Industrial Assets immediately and immediately delete or destroy and recall or retrieve from the market all applications produced using the Schaeffler Industrial Assets.

The costs arising in connection with these actions shall be borne by the External User. Schaeffler explicitly reserves the right to assert further rights. Claims by the External User against Schaeffler in this connection shall be excluded.

3.3

Upon request, the External User is obligated, without delay and without cost to Schaeffler, to provide Schaeffler with information in writing about the current, past, and/or planned future use of the Schaeffler Industrial Assets made available on the Schaeffler Website.

3.4

The User is obligated to comply with the technical limitations of the Schaeffler Website.

3.5

Neither the Schaeffler Website nor the information, services, functions, and content on the Schaeffler Website may be sold, rented, or otherwise surrendered by the User to third parties at any time without the prior written consent of Schaeffler. Unless otherwise permitted by mandatory legal requirements, the User may neither modify, reverse-engineer, back-translate, nor extract parts of the software used for the Schaeffler Website or its documentation.

3.6

The Schaeffler Website with the underlying software and documentation as well as its functions, services, information, and content are protected by both copyright laws and international copyright agreements, as well as other intellectual property laws and agreements. The User shall observe these rights and in particular shall not remove alphanumeric identifiers, trademarks, or copyright notices from the Schaeffler Website or from the information or from the software, from documentation, or from copies thereof.

3.7

Sections 69a et seq. of the German Act on Copyright and Related Rights (Urheberrechtsgesetz) shall otherwise remain unaffected.

4. Intellectual Property

4.1

Unless otherwise stipulated in clause 3 of these General Conditions of Use, information, brand names, and other content on the Schaeffler Website may not be modified, copied, reproduced, sold, rented, used, supplemented, made available to a third party, or otherwise exploited without the prior written consent of Schaeffler.

4.2

Beyond the usage rights and other rights expressly granted herein, the User is not granted any other rights of any kind, especially to the company name or to industrial property rights such as patents, utility models, or trademarks, nor is Schaeffler obliged under any corresponding obligation to grant such rights.

5. Registration and Use of Password-Protected Pages, Blocking of Access

5.1

At any time and at its own discretion, Schaeffler is entitled to withdraw access or use of the Schaeffler Website and/or access to separately protected areas permanently or temporarily without stating any reasons by blocking the access data and/or block or restrict access or use in part or in full, permanently or temporarily, especially if the User:

Has provided false information during registration;
According to Schaeffler’s judgment, has violated these General Conditions of Use, the specifications, and/or his/her duty of care in the handling of access data;
Has violated the applicable laws in accessing or using the Schaeffler Website or if, in the opinion of Schaeffler, there is danger of such a violation occurring or such a violation exists; or
For any reason, has lost his/her status as a certified Schaeffler partner or no longer acts for Schaeffler.

Schaeffler expressly reserves the right to take legal action against the User in these cases.

5.2

If registration is provided, the User is obligated to provide truthful information and must immediately communicate any changes. The User may not register under a false identity. The User shall ensure that the e-mails sent to the e-mail address specified by the User reach him/her. Upon request, the User must provide requested information to Schaeffler.

5.2

5.3

During registration, the User shall specify a user name and password (user data). The user data enables the User to view or change his/her data and to withdraw or extend any granted consents to data processing.

5.4

The User shall ensure that the user data is not accessible to third parties and shall be liable for all uses of Schaeffler Industrial Assets and other activities occurring under the user data. After each use, the User shall exit the subarea of the Schaeffler Website protected separately by a password and the Schaeffler Website itself. If the User becomes aware that third parties are misusing the user data, he/she is obligated to inform Schaeffler immediately in writing, where applicable, in advance by means of a simple e-mail. After receiving the message, Schaeffler shall block access to the separately password-protected area or to the Schaeffler Website itself with this user data. The block can only be removed after a separate request has been made by the User to Schaeffler or after re-registration.

5.5

The User can request cancellation of his/her registration at any time in writing provided that the cancellation does not conflict with the performance of current contracts. In this case, Schaeffler shall delete all user data and all other personal data stored on the User as soon as this is no longer needed.

6. References and Links

The Schaeffler Website may contain references and links (hyperlinks) to third-party websites. Schaeffler does not accept any responsibility for the content of these websites, nor does Schaeffler make the contents of such websites its own because Schaeffler cannot control any information connected by a third-party link and is not responsible for the content and information contained therein. Any use of linked websites shall be at the risk of the User.

7. Disclaimer for Legal and Material Defects and Viruses

7.1

Insofar as any information, services, functions, content, software, or documentation is made available at no charge, any liability is hereby excluded for legal and material defects of the information, services, functions, content, software and documentation, and in particular for the correctness, defect-free nature, and the non-existence of property rights or copyright of third parties, completeness and/or usability except in cases of willful acts or malice. The External User shall be responsible for any advertising materials produced using Schaeffler Industrial Assets.

7.2

The information contained on the Schaeffler Website may include specifications or general descriptions of technical possibilities of products, which in individual cases (e.g. as a result of changes in products) may not always be available. The required performance characteristics of the products should therefore be agreed prior to purchase in each case.

7.3

The liability of Schaeffler for legal and material defects shall be determined by the provisions in clauses 7.1 and 7.2 of these General Conditions of Use. Any other liability on the part of Schaeffler is excluded unless liability is mandatory, e.g. according to the German Product Liability Act (Produkthaftungsgesetz), or due to intent; gross negligence, injury to life, body or health; assumption of a quality guarantee; malicious concealment of a defect; or material breach of a contract. Any damages for material breach of a contract shall however be limited to typical, foreseeable damages insofar as willful acts or gross negligence are not present.

7.4

Although Schaeffler endeavors to keep the Schaeffler Website virus-free, Schaeffler cannot guarantee freedom from viruses. Before downloading and/or using the Schaeffler Website, information, functions, and content, the User is obligated to provide adequate protection and virus scanners for his/her own protection and to prevent viruses on the Schaeffler Website.

7.5

The regulations presented here do not constitute a change in the burden of proof.

8. Usage Obligations and Indemnification

8.1

When using the Schaeffler Website, the User may not:

Cause damage to or violate the personal rights of individuals, especially minors or other Users of the Schaeffler Website;
Through his/her user behavior, violate moral standards, applicable law, or specifications;
Violate industrial property rights and copyrights or other property rights or other rights of Schaeffler or third parties, especially of other Users;
Transmit content containing viruses, Trojan horses, or other programming that could damage software;
Enter, store, or send hyperlinks or content without authorization to do so, especially if these links or content violate confidentiality obligations or are unlawful;
Distribute advertising or unsolicited e-mails (“spam”), or inaccurate warnings about viruses, malfunctions, or similar or encourage participation in contests, snowball schemes, chain letters, pyramid schemes, or comparable campaigns;
Use the Schaeffler Website under a false identity, create a fake profile, or provide incorrect information when using the Schaeffler Website;
Engage in any other conduct that restricts or inhibits another person’s use of the Schaeffler Website or that harms Schaeffler or Users of the Schaeffler Website or exposes them to liability; or
Use the Schaeffler Website in any manner that could disable, overburden, damage, or impair the website or interfere with any other party’s use of the website, including their ability to engage in real-time activities through the website.

8.2

Schaeffler may block access to the Schaeffler Website or to separately protected subareas at any time, especially if Schaeffler is of the opinion that the User is in breach of his/her duties or obligations under these General Conditions of Use.

8.3

The User shall indemnify Schaeffler on the first request against all claims, regardless of the legal grounds, nature, and amount, asserted by third parties against Schaeffler because the User is in breach of his/her duties and obligations according to these General Conditions of Use.

9. Export Regulations

The transfer of information, software, and documentation may, on the basis of their type, purpose, or end use, be subject to the applicable legal provisions of export controls, in particular those of the EU and the EU member states or the United States of America. The User confirms that he/she will comply with the applicable provisions of export control law.

10. Protection of Personal Data

Schaeffler shall comply with the applicable data protection regulations in the collection, use, and processing of personal data of the User. These regulations may be viewed on the Schaeffler Website.

11. Collateral Agreements, Jurisdiction, Applicable Law

11.1

Any collateral agreements to these General Conditions of Use, including any amendments to this clause, shall be in the written form.

11.2

Provided that the User is a businessperson in the sense of the German Commercial Code, the place of jurisdiction is Nuremberg, Germany.

11.3

The individual pages of the Schaeffler Website are operated by and are the responsibility of Schaeffler Technologies AG & Co. KG. The pages comply with the requirements of the specific country in which the company responsible has its registered office. Schaeffler accepts no responsibility for the possibility that information, software, and/or documentation on the Schaeffler Website may be called up or downloaded in locations outside of the respective country. If Users from locations outside of the respective country access the Schaeffler Website, they are solely responsible for compliance with the relevant regulations in accordance with the respective national law. Access to information, software, and/or documentation on the Schaeffler Website from countries in which access is unlawful is not allowed. In such cases, and if the User wishes to enter into a business relationship with Schaeffler, the User should contact a Schaeffler representative in the respective country.

11.4

German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Stand: Version 01, October 21, 2019