Chronzone - General Terms and Conditions

Status: April 02, 2024

  1. Scope of application

1.     TRZ Tradezone GmbH, Raiffeisenstraße 6, 63619 Bad Orb (hereinafter referred to as “Chronzone”), is the operator of the online marketplace Chronzone (hereinafter referred to as “Platform”). The following “Trader T&Cs” apply to the fee-based publication of offers from commercial sellers (hereinafter referred to as “traders”) on Chronzone platforms.

2.     Insofar as provisions of the General Platform Terms and Conditions contradict each other, the Dealer T&Cs shall apply.

  1. Conclusion of contract

Sending the online registration as a retailer constitutes a legally binding offer to conclude a contract with Chronzone. The retailer will be informed by email that their registration request has been received. The e-mail contains an activation link. The retailer must activate his registration by clicking on the activation link. However, this does not constitute a dealer contract. A merchant contract with Chronzone is only concluded when Chronzone confirms the conclusion of the contract to the merchant in a confirmation e-mail or when the merchant account is activated by Chronzone.

  1. Registration, dealer account and dealer data

1.     Only persons with full legal capacity are permitted to register as traders. Minors in particular may not register as traders. The trader warrants to register as a trader in his capacity as an entrepreneur within the meaning of Art. 2 No. 2 Directive 2011/83/EU and to use the portal exclusively in the exercise of his commercial activity.

2.     Chronzone sets up an individual and personal merchant account for the merchant in the event of successful registration. The merchant is not authorized to transfer his merchant account to a third party without the express consent of Chronzone. The merchant is not authorized to allow third parties to access his user account using his login data without the express consent of Chronzone.

3.     To register as a dealer, you must provide the following dealer details:

§  Company

§  Surname, first name

§  E-mail address

§  Telephone

§  Address (street, zip code, place of residence, country)

§  Copy of the current trade license

§  Current extract from the commercial register or submission of the partnership agreement in the case of a GbR

§  Sales tax identification number

§  Tax number

4.     The retailer chooses a user name and an individual password. The password must be kept secret and access to the user account must be carefully secured. The merchant shall restrict access to its computer and mobile devices and carefully secure the access data in order to prevent unauthorized use of the merchant account by third parties.

5.     To the extent permitted by law, the merchant is responsible for all activities carried out via his merchant account or using his password.

6.     The merchant is obliged to inform Chronzone immediately if there are indications that his merchant account has been misused by third parties. If the merchant does not comply with this obligation, he is liable to Chronzone for all activities that take place using his user account.

7.     The retailer data must be complete and correct. If the data provided subsequently changes, the merchant is obliged to correct the data in his user account immediately. This obligation also applies if a data change is entered in a public register (e.g. commercial register). The merchant is obliged to provide Chronzone with proof that the merchant data is correct and up-to-date at any time upon request.

  1. Offer formats, conclusion of contracts

1.     Chronzone offers commercial dealers the technical infrastructure to contact prospective buyers via the platform, to initiate sales contracts and to conclude sales contracts via the platform. Retailers can publish items on the selected platform in various offer formats (advertisement format).

2.     Irrespective of the selected advertisement formats, any contractual relationships are concluded exclusively between the retailer and the buyer.

3.     Chronzone endeavors to continuously develop and improve the offer formats. Chronzone can only make offer formats available to individual retailers in test phases.

Display format

4.     Advertisement formats on the platform do not constitute a legally binding sales offer for the conclusion of a purchase contract for an item. Rather, it is a non-binding invitation to prospective buyers to submit purchase offers to the respective dealer.

5.     The merchant is obliged to delete an offer in the ad format as soon as the goods offered have been sold. At Chronzone’s request, the merchant is obliged to inform Chronzone whether the offered goods have already been sold. Chronzone can temporarily block the offer until the sales status is communicated if there are indications that the offered goods have been sold.

  1. Posting, publishing and deleting offers

1.     The trader can publish the agreed number of offers (advertisements/auctions) on the selected platform.

2.     The trader undertakes to formulate offers completely and accurately. Offers must contain the following mandatory information for publication on the platform:

§  Manufacturer

§  Model

§  Price

§  Information on the condition

3.     Inaccuracies in the information in offers must be corrected immediately.

4.     Chronzone endeavors to ensure a uniform design of the platform and a comprehensive presentation of offers on the platform. The retailer undertakes to observe and comply with the retailer guidelines. In particular, the following information/offer images are not permitted in the description text:

§  E-mail addresses and telephone numbers

§  URL to your own website, unless otherwise agreed

§  Reporting stolen goods and/or accessories

§  Search offers for goods and/or accessories

§  Offer images that do not relate to the object of sale (e.g. images of the store or the vendor’s sales premises)

§  Financing offers

In the event of a breach of the merchant guidelines, Chronzone is entitled to block or delete offers in whole or in part without prior notice.

5.     Chronzone may refuse to publish individual content or an offer for good cause.

6.     If there is a suspicion of an infringement, Chronzone is entitled to temporarily block the merchant’s offers without prior notice until the merchant dispels the suspicion.

7.     Chronzone does not owe a specific form of presentation or placement of the offer, unless this is expressly agreed between the parties. Chronzone reserves the right to standardize the presentation of the contents of the sales offer within the framework of a uniform presentation. Chronzone is entitled to place advertising and offers from other providers in the environment of the displayed offer.

8.     Chronzone points out that the publication of offers and content on the platform (e.g. for security reasons) may be delayed or temporarily restricted to a limited group of users.

9.     Chronzone does not check the content and offers posted on the platform before publication. The respective dealers or private sellers are solely responsible for the correctness, accuracy, reliability, timeliness, appropriateness and/or completeness of the information and offers available on the platform.

10.  Chronzone endeavors to ensure trouble-free operation of the platform. This is naturally limited to services over which Chronzone has influence. Chronzone is at liberty to restrict access to the platform in whole or in part due to maintenance work, capacity issues and other events beyond Chronzone’s control.

  1. Basic fee, reimbursement, due date, payment modalities

1.     Chronzone charges a monthly basic fee for the publication of the merchant’s offers, depending on the number and format of offers, in accordance with the current price list.

2.     The merchant is also obliged to pay the basic fee if Chronzone subsequently deletes the published offer in accordance with Sections 6.4, 14.5, 14.6 or blocks it in accordance with Sections 4.5, 6.4, 6.6 in whole or in part, permanently or temporarily.

3.     If the retailer chooses a service package that allows him to publish a maximum number of offers on a platform, the agreed basic fee is due, regardless of whether the retailer utilizes the maximum number of offers.

4.     The agreed basic fee is due for payment immediately. Sales offers are only activated after Chronzone has received payment.

  1. General obligations of the retailer

1.     When creating offers and publishing content on the platform, the merchant undertakes to comply with applicable law (e.g. competition and criminal law, e-commerce regulations, distance selling law, statutory information obligations) and not to infringe any third-party rights (e.g. trademark, name, copyright or data protection rights). In particular, the retailer shall ensure that the publication of images and content on the platform does not infringe any third-party rights. In particular, the retailer is prohibited from offering articles on the platform or publishing corresponding offers on the platform whose offers, sale or purchase violate legal regulations or third-party rights, e.g. plagiarism of branded articles.

2.     The retailer warrants that he is in possession of the items offered and is authorized to sell the items. The retailer undertakes to adhere to the agreed delivery times. The retailer will only ship sold items insured to the value and by personal delivery to the buyer.

3.     The merchant must refrain from any activity that is likely to impair and/or excessively burden the operation of the platform or the underlying technical infrastructure. This includes in particular

§  the use of software, scripts or databases in connection with the use of the platform;

§  the automatic reading, blocking, overwriting, modification, copying of data and/or other content, unless this is necessary for the proper use of the platform;

§  the distribution and/or public reproduction of any content of the Platform without the consent of Chronzone.

4.     Dealers may only search for offers on the platform using the search masks provided by Chronzone. It is not permitted to search for offers by circumventing the search masks, in particular by using automated search software that accesses Chronzone’s databases.

5.     The retailer may not use the data and content obtained through queries and use of the platform or made accessible on the platform, either in full, in part or in excerpts

§  to set up your own database in any media form and/or

§  for commercial data utilization or provision of information and/or

§  for other commercial utilization.

This does not apply to data of the retailer.

6.     The merchant may not send any messages with advertising content via the platform without the consent of the recipient (spam messages).

7.     Should there be any disruptions in the use of the platform or its functionalities, the merchant shall inform Chronzone of these disruptions immediately. The same applies if the merchant becomes aware of offers or content published by third parties that obviously violate applicable law or the rights of third parties.

8.     The merchant is obliged to make his identity clearly recognizable when creating offers and publishing content on the platform. If the merchant is a legal entity, it must notify Chronzone in advance in the event of a change of control in which the majority shareholding changes by more than 50%. The merchant is also obliged to notify Chronzone in advance of any change in management. Chronzone may request the submission of a current extract from the commercial and/or trade register at any time.

  1. Tax obligations of retailers

1.     The merchant is responsible for fulfilling its tax obligations arising from purchase contracts that are brokered via the platform and/or concluded and/or executed via the Trusted Checkout service. This applies in particular, but not exclusively, to the collection and complete and timely payment of all taxes (e.g. VAT and differential taxation), as well as the timely, complete and proper tax reporting (e.g. VAT, VIES and Intrastat reports) and the proper issuance of required VAT invoices and credits.

2.     The retailer undertakes to provide the information requested by Chronzone truthfully.

3.     The retailer guarantees,

§  that the VAT identification numbers provided have been issued for the business operated by the retailer;

§  that purchase contracts that are brokered via the platform and/or concluded and/or executed via the Trusted Checkout service are processed using the VAT identification number and tax number stated in the above certificate if the transportation or shipment begins or ends in Germany;

§  that the VAT identification number and tax number provided to Chronzone and all other related information are correct and up-to-date

4.     If the Merchant violates its obligations under tax law or the above obligations and guarantees under Sections 10.1, 10.2 and 10.3 or if Chronzone is notified of a violation of the Merchant’s obligations under tax law, Chronzone is entitled to block the Merchant’s account. In this case, the merchant is prohibited from concluding and/or executing purchase contracts through the platform and/or via the Trusted Checkout service.

5.     The merchant indemnifies Chronzone in the event of a claim for alleged or actual violation of the merchant’s tax obligations in connection with the use of the platform and/or the publication of offers. The merchant undertakes to reimburse Chronzone for any costs incurred by Chronzone as a result of such a claim. Reimbursable costs also include the costs of reasonable legal prosecution and legal defense that Chronzone should incur to defend against a claim.

  1. Parity with other sales channels 

1.     The merchant shall ensure that there is parity between the conditions, quality and prices of offers published on the platform and offers that the merchant offers via other sales channels (in particular its own website). In particular, the retailer shall ensure that the shipping methods, costs and times, return conditions, content and scope of the offer and service information, number and quality of the offer images, as well as the provision, availability and service level of the customer service for the retailer’s offers on the platform are at least equal to or better than those provided by the retailer on other sales channels.

2.     Chronzone reserves the right to impose the restrictions set out in section 11.1 in order to ensure that buyers receive the best offers on the platform in terms of economy, shipping methods, costs and times, return conditions, content and scope of the offer and service information, number and quality of the offer images, as well as the provision, availability and service level of customer service, and thus repeatedly use and recommend the platform.

  1. Ranking

1.     The products offered by the merchants on the platform are subject to certain parameters defined by Chronzone, which influence the visibility and placement of the merchant products for the buyer. This applies in particular to the sorting of the products and the order in which they are displayed to buyers.

2.     The following main parameters determine the ranking of the products:

§  Quality of the advertisement (e.g. pictures available)

§  Country of origin of the seller and buyer

§  Booking of promotional products for an advertisement (e.g. Top Offer or Pole Positions)

§  Popularity of the products among users

§  Availability of products

In addition to the factors mentioned above, the search results are also mixed so that the watches displayed to the user come from different dealers and sellers in order to ensure the fairest possible ranking and to be able to offer the user a wide range of products.

3.     The weighting of the main parameters mentioned under point 12.2 is generally carried out with decreasing importance from top to bottom, but may vary in view of the desired mix of search results.

4.     The reasons for the weighting of the main parameters described in section 12.3 are based in particular on the interests of the buyers. Chronzone wants to offer buyers the best possible buying experience. For this reason, merchants who behave in accordance with the guidelines and publish high-quality listings are ranked at the top of the displayed products, as they increase the likelihood of a positive buying experience for buyers. Conversely, downgrades are possible if the guidelines are violated.

  1. Rights of use

For the purpose of publishing offers and promoting the platform, the merchant grants Chronzone a simple, irrevocable right of use to the posted or imported content that is unlimited in terms of space, time and content and transferable to third parties. Chronzone is entitled to reproduce, edit and exploit the content at any time. This includes in particular the right of reproduction, the right of distribution and the right of public reproduction, in particular the right of making available to the public. The merchant waives the right to be named as the author. In particular, Chronzone is permitted to use the offers, including the content contained therein, in whole or in part for advertising purposes in order to promote the platform or the use of the platform.

  1. Reviews

After completing a transaction, buyers can rate the retailer and the handling of the purchase contract. The ratings are publicly accessible. Buyers can also rate individual aspects of a seller’s performance via the detailed dealer ratings. Chronzone will only check reviews if the retailer indicates this.

  1. Access to data

1.     Chronzone generates and processes personal data and other data as part of the provision of the platform. This data includes, among other things, retailer and customer data. In addition, Chronzone records the use of the platform statistically and evaluates it for the purpose of optimizing the offer. Further information on the collection and processing of personal data can be found in Chronzone’s privacy policy.

2.     Registered merchants have access to the registration data stored by them in accordance with section 3.3 in the login area of their Chronzone profile and can change this at any time.

3.     Registered retailers have access to statistical data on their own listings in the LoIn area of their Chronzone profile. The statistical data includes, in particular, the retailer’s performance data such as response time, response rate, quality of advertisements and conversion.

4.     If a retailer sells a product via the platform, they automatically receive all the information required to process and fulfill the order in the login area of their retailer account. This includes, in particular, the buyer’s billing and delivery address.

5.     The data mentioned in section 15.1 will not be passed on to third parties unless there is express consent for the transfer, a legal obligation or the transfer is necessary for the assertion, exercise or defense of legal claims. Further information on this can be found in Chronzone’s privacy policy.

  1. Internal complaint management

1.     Chronzone has an internal complaints management system in place for retailers. The functioning of the complaints management system complies with the requirements of Art. 11 of Regulation (EU) 2019/1150 and Chronzone will make corresponding information on the evaluation of the complaints management system easily accessible to retailers at least once a year.

2.     The personal contact persons can be reached by telephone or in writing during normal business hours. The contact details are stored in the dealer account.

3.     Complaints submitted will be processed immediately.

  1. Mediation

1.     In the event of disputes between Chronzone and a Merchant relating to the provision of the Platform, including complaints that cannot be resolved by the means of the internal complaint management system referred to in Section 16, Chronzone has appointed the following two mediators with whom Chronzone cooperates in order to reach an out-of-court settlement.

2.     Chronzone reserves the right to refuse mediation in individual cases without stating reasons.

3.     Any attempt to reach an agreement on dispute resolution through voluntary mediation shall not affect the right of the parties to bring an action in court at any time before, during or after the mediation. Mediation may incur costs.

  1. Contract duration, termination, blocking

1.     The dealer agreement is concluded for an indefinite period.

2.     During a free trial period, the dealer contract can be terminated by either party at any time with immediate effect.

3.     If a contract term has been agreed (e.g. monthly packages), the contract can be terminated no later than 14 days before the end of the agreed contract term (notice period). Otherwise, the contract will be extended by the agreed contract term.

4.     The right of the parties to terminate the contractual relationship by extraordinary termination for good cause remains unaffected. For Chronzone, an important reason that entitles to terminate this contract without notice exists in particular if the merchant

§  seriously breaches its obligations under the above clauses 3.1, 3.2, 3.5, 3.6, 6.2, 6.3, 6.4, 6.9, 8.3, 9 and 10.1, 10.2, 10.3 of this contract;

§  fails to pay the agreed basic fee despite repeated reminders from Chronzone;

§  violates the dealer guidelines despite repeated reminders;

§  as well as in the event of a change of control of the dealer, in which the majority shareholding changes by more than 50%, or a change of managing director, provided Chronzone has a legitimate interest in the termination.

5.     The termination of the contract has the consequence that the offers in the retailer’s ad format can be deleted immediately by Chronzone. Offers in auction format remain active and retrievable until the end of the auction period, irrespective of termination.

6.     Upon termination of the contractual relationship between the contracting parties, access to the information provided or generated by the merchant shall also end.

7.     If Chronzone is entitled to extraordinary termination, Chronzone may immediately delete offers in any ad format. In this case, Chronzone shall not refund any basic fees already paid by the merchant.

  1. Liability

1.     Unlimited liability: Chronzone is liable without limitation for intent and gross negligence as well as in accordance with the Product Liability Act. Chronzone is liable for slight negligence in the event of damage resulting from injury to life, body and health of persons.

2.     In addition, the following limited liability applies: In the event of slight negligence, Chronzone shall only be liable in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which you may regularly rely (cardinal obligation). Liability for slight negligence is limited to the amount of damages foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. This limitation of liability also applies in favor of vicarious agents of Chronzone.

  1. Indemnification claim

1.     The merchant shall indemnify Chronzone and its employees or agents against all claims of third parties in the event of claims for alleged or actual infringements of rights and/or infringement of third-party rights asserted by third parties in connection with the use of the platform and/or the publication of offers, in particular of images, of the merchant.

2.     The merchant undertakes to reimburse Chronzone for any costs incurred by Chronzone as a result of third-party claims. Reimbursable costs also include the costs of reasonable legal prosecution and legal defense that Chronzone should incur to defend against third-party claims. In this case, Chronzone shall immediately inform the merchant concerned of the legal defense measures to be taken.

3.     If Chronzone is concerned about a claim by a buyer because, according to the buyer, the dealer has not fulfilled his purchase contract obligations (e.g. non-delivery or delivery of a damaged/counterfeit watch) and the dealer refuses to refund/reduce the purchase price, Chronzone may have any claims of the buyer against the dealer assigned to it and assert them against the dealer in its own name in accordance with this contract. In this case, the merchant may raise all objections against Chronzone that were justified at the time of the assignment of the claim. The merchant agrees with the financial service provider of the Trusted Checkout service to have the merchant’s Trusted Checkout credit blocked until the merchant has provided proof that he has fully fulfilled his obligations to the buyer under the purchase contract. The place of jurisdiction in this case is Bad Orb.

  1. Final provisions

1.     Should one or more provisions of the contractual provisions be or become invalid, this shall not affect the validity of the remaining provisions.

2.     Collateral agreements and amendments to the contract must be in text form to be legally valid (§ 126 b BGB).

3.     Chronzone is entitled to transfer this contract including all additional agreements with all rights and obligations to a company of its choice. If this contract is transferred to another company, the merchant has a special right of termination, which must be asserted in writing within 14 days of notification by Chronzone. Chronzone will inform the merchant separately in the notification of the significance of his behavior.

4.     Chronzone may change the contractual provisions at any time. The changes will be communicated to the merchant on a durable medium (e.g. e-mail) and will only become effective upon expiry of a reasonable notice period of at least 15 days from the date of notification. The merchant is entitled to a special right of termination in the event of changes to contractual provisions, which must be asserted in writing within 15 days of notification by Chronzone. Chronzone will inform the merchant separately in the notification of the significance of his behavior.

5.     The Merchant may waive the deadline under Section 21.4 at any time after receipt of the notice. The posting of new goods and services on the Chronzone Platform prior to the expiry of the period pursuant to Section 21.4 shall be deemed a clear confirmatory act of such waiver, provided that the period does not exceed 15 days.

6.     This contract shall be governed exclusively by the law of the Federal Republic of Germany. The place of jurisdiction for all disputes arising from and in connection with this contract, irrespective of the legal basis, shall be Bad Orb, as far as legally permissible.

7.     The contractual language is German. In case of doubt, the German version of this agreement shall take precedence.