TERMS AND CONDITIONS OF USE FOR YPARTS – [June_2024]
The YPARTS portal (“YPARTS”) is managed and controlled by Yanmar Compact Germany GmbH
referred to herein as “Yanmar”.
Access to YPARTS requires the use of an account (“YPARTS Account”) that has been created for you (“User”) in your capacity as a Yanmar business partner, or employee thereof, to allow you to purchase products featured on YPARTS (“Products”) or in your capacity as customer of such partner to allow you to view the Product catalogues. Please check the data created for your account and inform us of any changes. The use of pseudonyms is not permitted.
The terms and conditions set forth below (“Terms”) shall govern your use of YPARTS. Please read these Terms carefully before using YPARTS. The contract language is English.
1. ACCEPTANCE OF TERMS
By logging into the YParts portal, you agree to be bound by all of the Terms. If you do not accept these Terms or any subsequent modification, please do not access or otherwise use YPARTS.
By creating and activating your YParts Account a contract of use is concluded between you and Yanmar. The object is the use of your account in accordance with these Terms for business purposes only.
By logging into the YParts portal you also accept the validity of the current version of our General Terms and Conditions of Sale for Spare Parts.
2. CHANGES TO THE TERMS
Yanmar may, in its sole discretion, revise these Terms at any time by publishing a new version. Please take note of the above version date such that you may know, if it changes, that revisions to these Terms have been made that we ask you to carefully review.
3. INTELLECTUAL PROPERTY RIGHTS
All intellectual property, including but not limited to any copyrights, trade names, marks, logos, trademarks, patents and designs, in or on all materials, documents or information appearing in YPARTS and Products featured on YPARTS, belong to Yanmar or a third party with whom Yanmar has a contract, unless otherwise noted. You have no right, license, or interest in any such intellectual property, except where otherwise expressly agreed to by Yanmar in writing.
4. ACCOUNT CREATION AND USE
You agree that:
- Unless otherwise specified by Yanmar in writing, the YPARTS Account(s) created for you by Yanmar has (have) been opened in the name of your employee(s) that you have identified as requiring access to YPARTS and whose first and last names and company email address(es) you have provided to Yanmar. The email address shall constitute the User Name. To allow such employee(s) to access YPARTS you shall have been provided with a password(s) corresponding to the User Name(s) that the employee(s) shall be required to change. Each User Name and password shall be personal and the use thereof by anyone else to access YPARTS
is prohibited; -
You are solely responsible for ensuring the security of the User login credentials for that none are made available for any purpose to anyone other than the employee(s) specifically identified by you, and for insuring that said employee(s) does (do) not lend, share, sell or transfer in any way his/her (their) User Name(s) and password(s) with anyone at all;
- If you wish to terminate the access of an employee to YPARTS, which you may do at any time and must do so immediately in the event of the termination of such employee, you must notify us thereof. Yanmar shall upon such notification close the YPARTS Account.
- You shall not do anything which would assist anyone who is not a registered user to gain access to YPARTS;
- You shall immediately notify Yanmar if you become aware of the loss, theft or unauthorized use of the User credentials created on your behalf
- YOU ASSUME LIABILITY FOR ALL USAGE OR ACTIVITY ON YOUR YPARTS ACCOUNT.
The User is obliged to handle their personal account information, in particular passwords and other information of his digital identity. Without exception, he is prohibited from disclosing these to third parties and/or allowing third parties to access his account by circumventing his login details.
The User must refrain from any activity that is likely to impair and/or excessively burden the operation of YParts or the underlying infrastructure. This includes, in particular, the use of software, scripts, pagescraperbots or databases in connection with the use of YParts.
5. LICENSE
Upon the creation of your YPARTS Account, Yanmar grants you a limited, non-exclusive, non- transferable, non-assignable license (without the right to sublicense) to access and use YPARTS solely in a commercially reasonable manner consistent with these Terms and for your business purposes as agreed to by Yanmar.
You may not however use YPARTS, nor copy, download, modify, adapt, alter, translate or transfer by any means, including by sale, any materials, documents or information appearing in YPARTS, for any other purpose or in any such manner that could constitute a prohibited use as defined in article 6 below.
Such license will cease immediately upon the closure of your YPARTS Account.
For the use of YParts, Yanmar is entitled to an annual fee of EUR 500.00 net from the company represented by the user once an account has been activated. Invoices are due within 10 calendar days of receipt.
6. PROHIBITIONS
You shall not:
- use YPARTS in violation of any applicable laws or in such a manner as to cause loss or damage
to Yanmar or any third party; - attempt (or encourage or support anyone else's attempt) to reverse engineer, decrypt, or
otherwise alter or interfere with YPARTS, or any content thereof, or make any unauthorized use
thereof; - attempt to obtain (or encourage or support anyone else's attempt to obtain) any materials,
documents or information through any means not purposely made available through YPARTS,
including through the use of any "deep-link", "page-scrape", "robot", or other automatic device,
program, algorithm or methodology, or any similar or equivalent manual process; - attempt to gain unauthorized access to any portion or feature of YPARTS, or any other systems or networks connected to YPARTS or to any server, including by hacking, password "mining" or any other illegitimate means;
- distribute viruses or any other technologies that may harm Yanmar;
- take any action that imposes an unreasonable or disproportionately large load on our network
or infrastructure; - do anything that could disable, damage or change the functioning or appearance of YPARTS;
- access YPARTS by such means as may cause any trouble to YPARTS, servers or networks
relating to the YPARTS.
For the purpose of confirming your compliance with these Terms, Yanmar reserves the right to monitor and record activity on YPARTS.
YOU UNDERSTAND THAT ENGAGING IN A PROHIBITED USE OF YPARTS MAY CAUSE IRREPARABLE HARM AND SIGNIFICANT INJURY TO YANMAR. SUCH PROHIBITED USE SHALL ENTITLE YANMAR TO COMPENSATION FOR ITS DAMAGES, TO INJUNCTIVE RELIEF AND/OR TO TERMINATE ALL CONTRACTUAL RELATIONS WITH YOU EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE, WITHOUT SUCH TERMINATION ENTITLING YOU TO COMPENSATION OR REIMBURSEMENT OF ANY KIND.
A PROHIBITED USE MAY FURTHER RESULT IN CIVIL, CRIMINAL, AND/OR ADMINISTRATIVE PENALTIES, FINES OR SANCTIONS.
7. DISCLAIMER
The materials, documents or information appearing in YPARTS, including text, images, and links are provided “AS IS” by Yanmar without warranty of any kind, either express or implied, including, but not limited to, the implied warranties or merchantability, fitness for a particular purpose or non-infringement.
Yanmar assumes no responsibility for errors or omissions in YPARTS or other materials, documents or information which are referenced by or linked to YPARTS and not all Products featured on YPARTS are available in all countries or regions.
8. INDEMNIFICATION
To the fullest extent permitted by applicable law, you agree to defend, hold harmless and indemnify Yanmar, its officers, directors, employees, agents, successors and assigns from and against all claims, suits, losses, damages, costs or expenses of whatever form or nature, including attorney's fees and other costs of legal defence, that they or any of them may sustain or incur resulting from your (a) breach of any of the terms and conditions herein, (b) fault, (c) representations or statements not specifically authorized by Yanmar herein or in writing, or (d) violation of any applicable law, regulation or order.
9. LINKS
YPARTS may contain links to websites owned by third parties. These links are provided solely as a convenience to you and are not an endorsement by Yanmar of the contents on those other sites. Yanmar is not responsible for the content of any linked sites and makes no representations regarding the content accuracy of materials on such sites. If you decide to visit any third-party sites using links from YPARTS, you do so at your own risk.
10. SUBMISSIONS BY YOU
Yanmar welcomes suggestions, comments and questions relating to YPARTS and its Products. Should you choose to respond to Yanmar with suggestions, comments, questions, ideas or the like relating to YPARTS or the Products, you agree that such information shall be deemed as non-confidential and Yanmar shall have no obligation to respond and be free to reproduce, use, disclose and distribute the information to others without limitation, including but not limited to, for developing, manufacturing, and marketing any products incorporating such information.
11. SUSPENSION OF SITE
Yanmar endeavors to ensure trouble-free operation of YParts. This is naturally limited to services over which we have influence. Yanmar reserves the right to suspend or cease operation of YPARTS in whole or in part, temporarily or permanently at any time especially due to maintenance work, capacity issues and other events beyond our control and to restrict access to YPARTS. The user has no claim to the maintenance of individual functionalities of YParts.
12. LIABILITY
Yanmar shall be liable without limitation for intent and gross negligence and in accordance with mandatory statutory provisions, in particular the Product Liability Act.
Yanmar shall be liable for slight negligence in the event of injury to life, body and health of persons. Yanmar is also liable for slight negligence in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the users may regularly rely, whereby the liability in these cases is limited to the amount of damages foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected up to a maximum of euro 10,000.00 per claim.
Any further liability of Yanmar, especially for any trouble, damage or loss incurred by you, your customers or third parties arising from the suspension, interruption or discontinuance of any or all functionalities of YPARTS, according to these Terms, irrespective of whether this is the result of actions or omissions of Yanmar is excluded. This limitation of liability shall also apply in favor of Yanmar's legal representatives, employees and authorized representatives.
13. PRIVACY
By setting up a YPARTS account, and accessing it, you agree to be contacted by Yanmar via the indicated email address for marketing and promotional purposes, as well as daily business, system and transactions related information. You can adjust your authorization by writing to ycee-partsnews@yanmar.com.
Any customer data you enter in YPARTS may be used by Yanmar for analytical, promotional and marketing purposes.
14. CLOSURE OF YOUR YPARTS ACCOUNT
Yanmar may terminate your YPARTS Account and access to YPARTS, or exercise any other remedy available without prior notice, if Yanmar, in its sole discretion, believes that your use is not compliant with these Terms or has violated the rights of Yanmar, a third party or the law, if account activation does not take place within two months of the account being created, if the activated account is not used for more than two months or if you are no longer authorized by Yanmar to purchase Products.
Closure of your YPARTS Account shall not relieve you of any obligation in these Terms that survives such closure according to an express provision or a reasonable interpretation.
15. CONTRACT TERM/TERMINTATION
The user contract runs for an indefinite period and can be terminated by either party at any time without observing a notice period and stating reasons with a notice period of 4 weeks.
In addition, and beyond this, the right of the parties to terminate the contractual relationship by extraordinary termination for good cause remains unaffected.
Notice of termination must be given by registered letter.
16. GENERAL
Words conveying the singular shall, where required or appropriate, be deemed to mean and include the plural.
If any provision of the terms and conditions herein is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
No waiver of any term or condition herein shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and Yanmar’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If there is any dispute about or involving YPARTS, Yanmar shall with you attempt to find an amicable solution. If the dispute persists for more than 30 days, or if either you or Yanmar considers the dispute to be of an urgent nature, you or Yanmar shall have the right to commence litigation proceedings before the jurisdiction set forth below.
These Terms, applicable to such dispute, shall be governed by the laws of the Federal Republic of Germany, regardless of the laws that might be applicable under its principles of conflict of laws. The Commercial Court of Stuttgart, Germany shall have exclusive jurisdiction over such dispute unless Yanmar prefers to litigate before another competent jurisdiction, including that of your place of business