Supplementary Agreement to the Supplier Framework Agreement
Beta Program / Early Supplier Onboarding
This English version is provided for convenience only. In the event of any inconsistency or conflict between the German and English versions, the German version shall prevail.
between
Price4Parts GmbH
(hereinafter "Price4Parts" or "Platform")
and
the supplier in accordance with the Supplier Framework Agreement
(hereinafter "Supplier")
1. Reference to the Supplier Framework Agreement
This supplementary agreement supplements the existing Supplier Framework Agreement between Price4Parts and the Supplier.
In the event of contradictions between this supplementary agreement and the Supplier Framework Agreement, the provisions of this supplementary agreement shall take precedence for the duration of the beta phase.
All other provisions of the Supplier Framework Agreement remain unaffected.
2. Participation in the Beta Program
Price4Parts enables the Supplier to participate in the beta program ("Early Supplier").
Participation takes place:
- after application
- after review
- after express approval by Price4Parts
There is no entitlement to participate.
3. Beta Status
The Supplier participates in the platform as a beta partner or beta tester.
The Supplier is aware that:
- functions may still be under development
- processes may be adjusted
- the platform is continuously changing
3a. Liability and Platform Role During Beta
Within the framework of the beta phase, Price4Parts provides the platform exclusively as technical infrastructure.
Price4Parts is not a contractual party to the contracts concluded between users and assumes no responsibility for their conclusion, execution, or economic success.
Due to the beta status, restrictions, errors, or changes to the platform may occur. No warranty is assumed for availability, functionality, or specific results.
The Supplier uses the platform during the beta phase at their own risk.
There is no entitlement to the placement of projects, orders, inquiries, or revenues, including during the beta phase.
Use of the platform within the framework of the beta phase is at the participants' own risk.
Price4Parts assumes no warranty for the constant availability, freedom from errors, or functionality of the platform.
In particular, technical disruptions, data losses, incorrect calculations, delays, or outages may occur.
Price4Parts is not liable for damages arising from the use of the platform during the beta phase, in particular not for:
- incorrect or incomplete invoices
- failed or delayed payments
- project cancellations or production failures
- communication errors between buyer and supplier
Responsibility for the processing of projects, invoicing, as well as compliance with legal and tax obligations lies exclusively with the respective contractual parties (supplier and buyer).
Price4Parts is not a contractual party to the services processed via the platform.
The liability of Price4Parts is limited – to the extent legally permissible – to intent and gross negligence.
4. Fee Arrangement (Special Condition)
In deviation from the Supplier Framework Agreement, the monthly base fee shall not apply to the Supplier during the beta phase.
Unaffected remain:
- transaction fees in accordance with the fee schedule
- other usage-dependent fees
Transaction fees shall only apply if projects are successfully concluded via the platform.
5. Duration of the Beta Phase
The beta phase is 12 months from activation of the supplier account.
6. Transition to Regular Contract
After expiry of the beta phase, the regular conditions of the Supplier Framework Agreement and the fee schedule shall automatically apply.
If no termination takes place, the regular fees shall apply from that time onward.
7. Termination
The Supplier may terminate this supplementary agreement with a notice period of 14 days to the end of the beta phase.
The right to extraordinary termination remains unaffected.
8. Duties to Cooperate
The Supplier undertakes to:
- actively use the platform
- provide feedback for further development
- not use the platform abusively
8a. Analysis of Use and Communication
Price4Parts is entitled to evaluate the use of the platform as well as communication between users taking place via the platform on a random basis or where there is cause, insofar as this is necessary for:
- further development of the platform within the framework of the beta phase
- ensuring compliance with the platform rules
- preventing misuse or circumvention of the platform
- ensuring technical security and stability
Permanent or arbitrary monitoring of communication does not take place.
In the event of violations of the platform rules, Price4Parts is entitled to take appropriate measures, in particular:
- warning
- restriction of use
- blocking of functions or content
- temporary or permanent exclusion from the platform
8b. Use for Test Purposes and Reporting of Errors
Within the framework of the beta phase, the Supplier participates in the testing and further development of the platform.
Use of the platform takes place for test purposes. The Supplier is aware that functions may still be incomplete, faulty, or restricted.
The Supplier is entitled to test and use the platform within the framework of the intended functions.
However, the Supplier undertakes:
- not to carry out any abusive or deliberately harmful actions
- not to exploit security vulnerabilities or make them accessible to third parties
- not to attempt unauthorized access to data of other users
- not to carry out automated attacks or overload tests
Detected errors, security vulnerabilities, or irregularities must be reported to Price4Parts without delay.
Price4Parts is entitled to restrict or terminate access to the platform at any time in the event of violations of these obligations.
9. Official Partner Logo
The Supplier undertakes to visibly integrate the "Official Partner" logo provided by Price4Parts on their website or in another suitable manner during the beta phase.
Use takes place in accordance with the specifications of Price4Parts and may be revoked at any time.
10. Reference Use
The Supplier agrees that Price4Parts may use them as a reference.
This includes in particular:
- company name
- logo
- presentation as "Official Partner" or "Beta Partner"
- use for marketing and sales purposes
An objection is possible at any time.
11. Selection and Exclusion
Price4Parts may:
- reject participation
- exclude suppliers
- adapt or terminate the program
in particular in the event of:
- breaches of contract
- inactivity
- abusive use
12. No Entitlement to Continuation
Participation in the beta program does not establish any entitlement to permanent special conditions.
13. Relationship to the Minimum Term
If a minimum term is provided for in the Supplier Framework Agreement, only this supplementary agreement shall apply during the beta phase.
The minimum term begins only after expiry of the beta phase.
14. Final Provisions
German law shall apply.
If individual provisions are invalid, the remainder shall remain valid.
Price4Parts GmbH · Freiheit 27 · Schlossinnenhof · 46348 Raesfeld · Germany
Handelsregister: HRB 23536 · USt-IdNr.: DE460901953 · Steuernummer: 307/5906/2590
D-U-N-S: 317104519 · IBAN: DE67 4286 1387 0401 6827 00