With the global Daimler Truck Supplier Portal and the applications made available within (hereinafter jointly referred to as: “Daimler Truck Supplier Portal”), Daimler Truck AG (hereinafter: “DAIMLER”) provides an electronic information and data exchange platform for the simplification, acceleration and more efficient execution of business processes to registered partners (hereinafter referred to as: “Partner”).
1.    Intended use environment
1.    The Daimler Truck Supplier Portal provides the Partner with secure and uniform access to all applications approved for the respective Partner.
2.    These Terms of Use govern the use of the Daimler Truck Supplier Portal by the Partner in the context of its business relationship with DAIMLER or a company in which DAIMLER holds an interest (including minority interests) ("Daimler Business Relationship"). Terms and conditions of the Partner deviating from or supplementing these Terms of Use shall not apply.
3.    Only registered partners are entitled to use the access-protected area of the Daimler Truck Supplier Portal.
4.    DAIMLER is entitled to amend or supplement the Daimler Truck Supplier Portal and these Terms of Use at any time in the future. DAIMLER shall inform the Partner separately in advance of any changes or additions to the Terms of Use. The Partner may object to the amendment or supplementation of the Terms of Use within two weeks of receipt of the notice. If the Partner does not object to the changes or additions to the Terms of Use within this period, the change or addition shall be deemed to have been agreed. DAIMLER shall inform the Partner separately of the right to object and the legal consequences of non-exercise.
2.    Access and registration
1.    Access to the Daimler Truck Supplier Portal takes place online via the domain supplier.daimlertruck.com. The Partner must ensure sufficient internet connection.
2.    The supplier number provided by DAIMLER to the partner must be used for registration requests and the information required in accordance with the registration process on the Daimler Truck Supplier Portal ("registration data") must be provided. In particular, this includes the company master data as well as information on the registered users (e.g. the portal manager and the users set up by it). Several supplier numbers can be assigned to a partner, e.g. for different locations. Registration takes place once per supplier number.
3.    The partner is registered in the Daimler Truck Supplier Portal by the Portal Manager, confirming these Terms of Use.
4.    User administration, i.e. the registration and administration of authorised users of the Partner ("User"), is carried out by the Portal Manager within the scope of the functionalities provided by DAIMLER in the Daimler Truck Supplier Portal. The Portal Manager is in particular responsible for assigning user authorisations for data exchange with applications serving DAIMLER. The Portal Manager must have a thorough knowledge of the processes, roles and responsibilities of the Partner’s employees in order to perform his/her role. Further information on the role of the portal manager can be found in VDA Recommendation 4993.
5.    Registration requests for access to applications by users approved by the Portal Manager are checked by DAIMLER. DAIMLER is entitled to reject or approve registration requests approved by the Portal Manager at its discretion.
6.    The parties may only grant their employees, agents and subcontractors access rights to the Daimler Truck Supplier Portal or to the data of the other party or its agents or subcontractors to the extent necessary for their respective task and only to the extent that other contractual agreements within the scope of the Daimler Business Relationship permit this.
3.    Obligations of the Partner
1.    The Partner is obliged to comply with all laws and regulations affecting it and the Daimler Business Relationship.
2.    The Partner must ensure that all access data to the Daimler Truck Supplier Portal is carefully secured and not passed on to third parties without authorisation. In particular, the Partner shall ensure that the access data assigned for individual applications are only accessible to those persons who have been registered and approved for the respective application. In addition, he is obliged to inform DAIMLER immediately if there are indications that his access to the Daimler Truck Supplier Portal has been misused by third parties.
3.    The Partner shall ensure that only persons who are permitted to make legally binding declarations of intent on behalf of the Partner are registered as users and that access by persons who are not or no longer authorised to represent the Partner is blocked. The Partner shall be liable for all activities carried out using its access data, unless it is not responsible for the use of the access data.
4.    The Partner guarantees that its registration data is complete and correct and that it is obliged to keep its registration data complete and up to date at all times. In the event of changes, the data in the Daimler Truck Supplier Portal must be corrected immediately.
5.    The Partner warrants that it will not use or transmit, execute or upload any software and data to the Daimler Truck Supplier Portal if it is not authorised to do so or if it is suitable for impairing or destroying the technical facilities, software or data of DAIMLER or third parties. In addition, the Partner is prohibited from violating good morals, industrial property rights, copyrights or other rights of DAIMLER or third parties when using the Daimler Truck Supplier Portal, or from violating applicable law in any other form.
6.    Activities aimed at rendering the Daimler Truck Supplier Portal inoperable or making its use more difficult are prohibited. The Partner may not take any measures that could lead to an unreasonable or excessive load on DAIMLER’s infrastructure.
7.    The Partner shall indemnify DAIMLER against any claims of third parties arising from a breach of the above obligations.
4.    Blocking access and other measures
1.    DAIMLER is entitled to block the Partner’s access to the Daimler Truck Supplier Portal in whole or in part, as well as temporarily or permanently, upon termination of the Daimler Business Relationship, breach of material obligations under these Terms of Use by the Partner or security incidents. DAIMLER shall inform the Partner of this by e-mail. When access is blocked, the partner’s right to use the Daimler Truck Supplier Portal ends for the duration of the block.
2.    When deciding on a block, DAIMLER shall take into account the legitimate interests of the Partner, in particular whether there are indications that the Partner is not at fault for a breach of duty. DAIMLER will release the block as soon as the reason for the block no longer applies.
5.    Rights of use
1.    The Partner’s right to use the Daimler Truck Supplier Portal, including the data and documents provided to the Partner by DAIMLER via the Daimler Truck Supplier Portal as well as approved applications, is non-exclusive, non-sublicensable and non-transferable. The right of use extends exclusively to the users registered by name by the Partner. The right to use is also limited exclusively to use for the purposes of the Daimler Business Relationship. In this respect, the Partner is also entitled to grant third parties, in particular its own suppliers, access or information, insofar as this is necessary for the aforementioned purpose and there are no contractual agreements within the scope of the Daimler Business Relationship that prevent this.
2.    For individual content, e.g. software made available for download via the portal, it may be necessary to agree on special terms of use relating to the specific content. The special terms of use shall be agreed separately in each individual case.
3.    The right of use ends with the termination of the Daimler Business Relationship and subsequent blocking of the partner’s access to the Daimler Truck Supplier Portal.
4.    The Partner acknowledges that all existing rights to the Daimler Truck Supplier Portal, including all intellectual property rights such as copyrights, trademark rights, patents and all other property rights, are the exclusive and unrestricted property of DAIMLER or third-party licensors of DAIMLER. The Partner is not permitted to reproduce, modify, edit, translate or distribute the Daimler Truck Supplier Portal or parts thereof in such modified form or in the original, to make it accessible to third parties or to publish it or to use it in original or modified form outside of the DAIMLER business relationship.
5.    The Partner is not entitled to decompile, reverse engineer, disassemble or otherwise attempt to convert the Daimler Truck Supplier Portal or parts thereof into source code. However, this only applies insofar as such an act is not expressly permitted under mandatory statutory provisions (e.g. Sections 69 d and 69 e UrhG).
6.    If the Partner transmits documents via the Daimler Truck Supplier Portal or enters them into the Daimler Truck Supplier Portal, the Partner shall ensure that – insofar as such documents are protected by copyright – the Partner has the necessary rights for this.
6.    Fees and charges
The provision and use of the Daimler Truck Supplier Portal is free of charge for the Partner. The Partner’s own expenses incurred in the context of use, in particular for required hardware and software, shall be borne by the Partner itself.
7.    Service level and support
1.    The claim to use of the Daimler Truck Supplier Portal exists only within the scope of the usual technical availability corresponding to the state of the art. Due to the performance of necessary maintenance work, the Daimler Truck Supplier Portal or individual functions may not be available for a short time.
2.    DAIMLER shall remedy material errors in the Daimler Truck Supplier Portal within a reasonable period of time, which may also be achieved by providing a workaround solution.
3.    Since DAIMLER provides the Daimler Truck Supplier Portal free of charge, DAIMLER also does not guarantee the fault-free and permanent functionality of the Daimler Truck Supplier Portal, its suitability for certain purposes or the troubleshooting.
4.    Furthermore, DAIMLER does not guarantee that the Daimler Truck Supplier Portal is free of third-party rights. The warranty exclusion shall not apply if DAIMLER has fraudulently concealed a material or legal defect. In this case, DAIMLER is obliged to compensate the Partner for the resulting damage.
5.    DAIMLER shall provide the Partner with 24x7 support in English and German. The contact details are stored in the Daimler Truck Supplier Portal.
8.    Liability
1.    DAIMLER shall only be liable for services provided free of charge for intent and gross negligence, fraudulent intent and for injury to life, limb and health. The legally mandatory liability according to the Product Liability Act remains unaffected. No. 7.3 applies to liability for material and legal defects.
2.    In all other cases, DAIMLER shall only be liable for intent, gross negligence, injury to life, limb and health, in accordance with the Product Liability Act and for breach of cardinal obligations, i.e. contractual obligations, the fulfilment of which is essential for the performance of the contract and the observance of which the Partner regularly relies on and may rely on. However, liability for breach of cardinal obligations in the event of slight negligence shall be limited to foreseeable damage typical of the contract.
3.    DAIMLER shall only be liable for the loss of data to a limited extent for the expense that would have arisen had the Partner made backup copies regularly and appropriately in accordance with the respective state of the art.
9.    Subcontractors/third parties
1.    DAIMLER is entitled to grant subcontractors access to the Daimler Truck Supplier Portal to the extent necessary for the operation and maintenance of the Daimler Truck Supplier Portal.
2.    If the Partner grants its subcontractors, agents or other third parties access to the Daimler Truck Supplier Portal, the contractual agreements with them must be designed in such a way that they comply with these Terms of Use.
10.    Confidentiality
1.    The parties undertake to treat as confidential all confidential information, such as technical, commercial or organisational information, which becomes known to them during the use of the Daimler Truck Supplier Portal for the duration of the business relationship and for a period of 5 years thereafter and to use it only for contractually agreed purposes. Any separately agreed confidentiality agreements shall take precedence.
2.    The duty of confidentiality shall not apply to persons who are authorised to know and are legally or contractually bound to secrecy or with regard to whom the other party has consented to disclosure. Confidential information within the meaning of this provision is information, documents, information and data that are marked as confidential or are to be regarded as confidential by their nature. Confidential information does not include information that: (i)is or becomes generally available to the public (except as a result of a breach of this Agreement by the informed party or one of its representatives); (ii)was already lawfully in the possession of the Informed Party before it received it from the Informing Party without any obligation of confidentiality; or (iii)received from a third party who is entitled to disclose such information without restriction.
3.    The existence of one of the above exceptions must be proven by the party invoking it.
4.    If a party is obliged to make confidential information of the other party accessible to a public authority in the aforementioned sense, it is entitled to do so; the other party must be informed immediately and, if possible, before the information is released to the public authority.
5.    The Parties shall impose the same obligations on their employees and third parties who become aware of confidential information as described in this No. 10, and in the case of employees, also for the period after their departure to the extent permitted by law.
11.    Backup and storage of data
The Partner is responsible for the storage of its data in order to fulfil statutory retention obligations. He is obliged to ensure that his data is adequately backed up outside the Daimler Truck Supplier Portal in accordance with the current state of the art.
12.    IT security and data protection
1.    DAIMLER shall implement state-of-the-art technical and organisational measures to ensure, where possible, that
a.    only users registered for the partner can access Daimler Truck Supplier Porally with their access data and the data provided therein is not accessible to third parties or cannot be manipulated by third parties;
b.    access to the Daimler Truck Supplier Portal is secure;
c.    electronic documents can no longer be changed after delivery to the Partner or DAIMLER, unless certain applications provide for the possibility of changes.
2.    The Parties undertake to comply with the applicable data protection regulations. The information on data protection applicable to the use of the Daimler Truck Supplier Portal can be found on the Daimler Truck Supplier Portal homepage under “Provider/Data Protection”.
3.    The Partner is responsible for compliance with data protection information obligations, in particular in accordance with Art. 13, 14 GDPR, is responsible to its own employees and third parties engaged by it.
4.    The Partner must ensure that it is entitled to process all personal data entered into the Daimler Truck Supplier Portal by itself or by a third party on its behalf and – if necessary – that it has obtained the corresponding consents of the data subjects in advance.
13.    Special conditions for applications
For individual applications, the agreement of special terms of use relating to the specific application is required. This applies in particular to applications by means of which contracts are to be concluded or other legally binding declarations are to be made. The special terms and conditions of use are agreed separately for each application. These Special Terms of Use take precedence over these Terms of Use.
14.    Transfer of Contract and Exclusion of Assignment
1.    Neither Party shall be entitled to transfer these Terms of Use or any individual rights and obligations arising therefrom to a third party without the consent of the other Party, whether by way of individual or universal succession.
2.    However, DAIMLER is entitled to transfer these Terms of Use as a whole to a company affiliated with DAIMLER within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG).
3.    § 354a HGB remains unaffected.
15.    Miscellaneous Terms
1.    The Terms of Use and their interpretation are exclusively subject to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded. ssen.
2.    The place of performance is Stuttgart. The exclusive place of jurisdiction for all claims arising from and in connection with these Terms of Use is Stuttgart.
3.    Should individual provisions of these terms and conditions of use be or become invalid or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Statutory law shall replace any general terms and conditions that are not included or are invalid (Section 306 (2) BGB). In all other respects, the parties shall agree on a valid provision that comes as close as possible to the economic purpose of the void or invalid provision, insofar as no supplementary interpretation of the contract takes precedence or is possible.