M2M - Milk 2 Market ApS is responsible for the content and operation of www.m2mauction.eu. The domain is owned by M2M - Milk 2 Market ApS. The role of www.m2mauction.eu is exclusively to act as an auctioneer by providing the domain and website facilities for the buyer and seller of the dairy products. Neither www.m2mauction.eu nor M2M - Milk 2 Market ApS is party to an agreement for the purchase or sale of milk.
1.1.2
When a trade agreement has been concluded via the website, the agreement is binding on the buyer and seller. The buyer is thus obliged to pay the agreed amount and the seller is obliged to deliver the agreed amount of milk (+/- 10%) in the condition in which it is offered. The agreed amount is the price reached at the auction, cf. 1.6 and 1.7.
1.1.3
When an agreement has been concluded via the website, the seller must make the payment specified at the time of the agreement, in accordance with the agreement between M2M - Milk 2 Market ApS and the Seller.
1.2
User categories and rights
1.2.1
Milk producers and purchasers must be approved and registered as "users" on www.m2mauction.eu. There are various rights and duties associated with the different user types.
1.2.2
M2M - Milk 2 Market ApS has developed general guidelines for approval by the "user". These are included in the Seller and Buyer Agreement, respectively. M2M - Milk 2 Market ApS reserves the right to reject users without stating the reasons for doing so. M2M - Milk 2 Market ApS has the right to set special terms and conditions for the approval of a specific user.
1.2.3
M2M - Milk 2 Market ApS is entitled to unsubscribe a user at any time with immediate effect. If a user is unsubscribed, this will not affect the existing transactions at www.m2mauction.eu.
1.2.4
All users choose a username and a password. These are strictly personal and may not be disclosed to others. If the user suspects that others have been made aware of the password, M2M - Milk 2 Market ApS must be notified of this immediately and will block further access to prevent abuse of the system in the user's name. The user will then receive a new password. The user is always responsible in the event of an abuse of the username and password.
1.3
Registration of milk
1.3.1
All authorised and created producers can register milk for sale.
1.4
Description of the milk registered with m2mauction.eu
1.4.1
• The milk offered must always be described by the producer in the correct and satisfactory manner, in compliance with the current description procedure that is included in the Seller Agreement, and will be inspected during the registration. The producer must not omit any information known to him, which may in any way be considered to be of significance for a buyer's bid for the tendered milk. M2M - Milk 2 Market ApS is entitled to provide adjusted guidelines for the information to be provided for the evaluation of the quality and quantity of the milk, as well as other relevant delivery conditions. None of the information that m2mauction.eu has requested in the description of the milk offered must be omitted. It is emphasised in particular that all circumstances, including any defects and any factual information that may affect a buyer's assessment of the quality and quantity of the milk offered, must be described. All errors or potential uncertainty regarding interpretation in the description provided are at the producer's own risk. In addition, the seller is responsible for ensuring that the offered milk complies with Danish legislation, including EU standards.
1.4.2
Once a delivery has been registered, the description of this is binding on the seller, who is required to deliver a quantity of milk (+/- 10%) that meets the description. It is not possible to change the description after registration. If the seller discovers that the description of a delivery is incorrect, the seller must contact M2M ApS immediately.
1.4.3
M2M ApS is entitled (in the case of new sellers) to request additional information and documentation (latest analysis results) regarding a delivery and its description.
1.4.4
The seller is responsible for the accuracy and completeness of the information given in the description. M2M ApS accepts no responsibility for the delivery description.
1.4.5
The seller is objectively responsible for ensuring that the milk offered and supplied is not subject to the rights of any third party.
1.4.6
It is not allowed to register milk on behalf of others.
1.6
The auction process
1.6.1
The start and end of the auction, as well as it process, are unconditionally controlled by www.m2mauction.eu. Auctions are conducted according to the "Dutch" or “clock” principle. Www.m2mauction.eu is responsible for ensuring that the necessary digital prerequisites and facilities are established on the website to ensure that the offered milk is offered at a price in EURO, which is accepted by the seller, and to ensure that the auction itself is carried out by counting the price down until an approved buyer has accepted a seller's mandatory price and to ensure that the offered milk is sold to the buyer who has first submitted his acceptance to www.m2mauction.eu. Www.m2mauction.eu indicates the speed and price jump at which the offer price is counted down prior to each auction.
1.6.2
Www.m2mauction.eu reserves the right to cancel and change planned auctions without notice.
1.6.3
Www.m2mauction.eu has the right to cancel an auction without explanation and without any financial claims against www.m2mauction.eu. The cancellation can be made either before or during the auction. Completed auctions cannot be cancelled.
1.7
Bidding regulations
1.7.1
Bids cannot be reduced or cancelled once they have been submitted.
1.7.2
All submitted bids are registered and must be saved in www.m2mauction.eu for 5 years.
1.7.3
Issues of ambiguities or lack of clarity are settled definitively and bindingly on www.m2mauction.eu.
1.7.4
When a bid has been submitted for a delivery equal to or higher than the minimum price offered by the seller, a binding agreement is entered into between the seller and the highest bidder, and both parties are required to complete the transaction. The seller is therefore obliged to deliver the tendered milk in the described condition to the highest bidder and the highest bidder is obliged to accept and pay for the milk. For the relationship between the seller and the buyer refer to section 2.
1.7.5
If www.m2mauction.eu is unable to determine which accepting bid has been awarded on a first-time priority basis, www.m2mauction.eu informs the tenderers accordingly. If the parties are unable to reach an amicable agreement on this, www.m2mauction.eu will determine by lot which of the definitive bids should be accepted.
1.8
Fee regulations
1.8.1
The seller shall always pay www.m2mauction.eu the fee specified in the Seller Agreement. The fee is invoiced following final price calculation after receipt of the analysis results and the seller's final billing to the buyer.
1.8.2
The claim of www.m2mauction.eu for payment of auction fee and other claims must be paid by actual payment and cannot be discharged through offsetting.
1.8.3
The auction fee must be paid by cash within 7 days of the invoice date. In case of late payment, interest is paid from the due date at the current interest rate specified in the Interest Act.
1.9
Intellectual property rights
1.9.1
All the rights regarding the auction system, including all terms, conditions, descriptions, data, procedures and know-how, are exclusive to M2M - Milk 2 Market ApS. All copyrights, trade marks and all other intellectual property rights to and relating to the auction system are exclusive to M2M - Milk 2 Market ApS.
1.9.2
As a function of the information available at www.m2mauction.eu in connection with the conducting of the auctions on the digital platform, www.m2mauction.eu will compare the completed transactions of each calendar day and, on the basis of this information, calculate a weighted standard price for milk. This standard price is calculated on milk with a density of 1.02, and with a weighted average of the latest auction content of fat and protein content. A calendar day is understood to mean 00.00 - 24.00 Central European Time. The calculated price is known as the “Milk Auction Listing".
1.9.3
Www.m2mauction.eu may only be used by users who are registered as users at www.m2mauction.eu with the M2M - Milk 2 Market ApS's approval. Such users may use the auction system for correct and legitimate participation in www.m2mauction.eu's milk auction. Any violation must be expected to lead to liability and prosecution.
1.9.4
If a dairy or purchaser ceases to be registered as a user, his or her right to use the www.m2mauction.eu auction system ends at the same time. This must not be used in its direct form or in indirect form and must not be used by any person in any form of milk trade. It is specifically emphasised that www.m2mauction.eu's ongoing listing of milk prices is to be considered an intellectual property right belonging to M2M - Milk 2 Market ApS. The listing may thus be used solely for trading carried out at www.m2mauction.eu. No unregistered user may make direct or indirect reference to www.m2mauction.eu's listing in any way.
1.9.5
In the event of any breach of the above-mentioned provisions, the unlawful conduct may be brought to an end by immediate legal enforcement proceedings, for which no security is required. A party who has contravened one or more provisions is obliged to pay damages, including the fully paid-up fees, to www.m2mauction.eu for the time the unlawful conduct persists.
1.9.6
Any form of copying, reproduction or other duplication is prohibited.
1.10
Disclaimers
1.10.1
Www.m2mauction.eu is the sole host of the auctions and is thus never a party to trade that is carried out at the auctions. Thus, it is only the buyer and seller who are parties to the transactions entered into. M2M - Milk 2 Market ApS is in no way responsible for the behaviour of the buyer and seller.
1.10.2
M2M - Milk 2 Market ApS is not responsible for any malfunction or error arising as a direct or indirect consequence of communication errors, input errors, breakdowns/malfunctions on the Internet, additional system servers, hardware or software.
1.10.3
M2M - Milk 2 Market ApS is under no circumstances liable for consequential damages and indirect losses, including lost profits, income, business opportunities and data loss, information, etc. Moreover, M2M - Milk 2 Market ApS is under no circumstances liable in cases of force majeure circumstances, including conditions over which M2M - Milk 2 Market ApS has no control.
1.10.4
To the extent that M2M - Milk 2 Market ApS or www.m2mauction.eu may be liable, compensation claims may not, under any circumstances and regardless of the amount of an incurred loss, exceed the value of one daily delivery to or from the party concerned.
1.11
Processing of personal information
1.11.1
All information concerning the users that the users provide on www.m2mauction.eu is treated confidentially and is not disclosed to third parties beyond the extent required to conduct trade. Www.m2mauction.eu reserves the right, however, to disclose the information if required to do so by legislation, public authorities or courts of law.
1.12
Governing law and jurisdiction
1.12.1
The Danish law applies to the relationship between M2M - Milk 2 Market ApS and the users.
1.12.2
The jurisdiction between M2M - Milk 2 Market ApS and the users shall be the Court of Justice in Copenhagen. This does not, however, limit M2M - Milk 2 Market ApS's right to appeal to other courts. In addition, M2M - Milk 2 Market ApS can always choose to take legal action against a user in accordance with the Rules of Procedure of the Public Service Act.
1.13
Disclaimers regarding printing and typing errors
1.13.1
M2M - Milk 2 Market ApS makes reservations and assumes no liability for printing and typing errors.
2
Relationship between the buyer and seller
2.1
Introduction - www.m2mauction.eu is never a party in a trading transaction.
2.1.1
This section defines the general terms and conditions that apply between the buyer and the seller at www.m2mauction.eu. For the legal relationship between www.m2mauction.eu and the users, refer to section 1.
2.1.2
Www.m2mauction.eu is never a party to an agreement to purchase and sell an offered milk delivery. The role of www.m2mauction.eu is to make the auction system available to the buyer and seller, and to pre-invoice on behalf of the seller and subsequently receive and process analysis reports from the Eurofins Steins Laboratory and from buyers informed of amounts collected, and to carry out final pricing and billing on behalf of the seller. The agreement regarding the traded milk is therefore a matter between the buyer and the seller only. Discrepancies between the buyer and seller must be clarified between each other. This applies regardless of the cause of discrepancy or failure to implement. Www.m2mauction.eu can never be held liable for the breach of an agreement by one or both parties.
2.1.3
The conditions between the buyer and the seller, as set out in the terms of auction, apply to any relationship regarding payment.
2.2
When an agreement has been reached
2.2.1
When a milk delivery is agreed, the buyer and the seller have a mutual positive obligation to facilitate the completion of the transaction and fulfil each of their obligations in this respect.
2.2.2
When a milk delivery is agreed via www.m2mauction.eu, M2M - Milk 2 Market ApS emails a pre-invoice to the buyer with copy to the seller. The buyer can also follow all his transactions, start of collection, etc. by logging in to www.m2mauction.eu
2.3
Delivery and the buyer's right to inspect
2.3.1
An agreed milk delivery is completed when collected by the buyer. The collection must be made at the address specified by the seller, as stated in the www.m2mauction.eu description.
2.3.2
The delivery must be made no later than the time stated in the terms of auction of www.m2mauction.eu. The seller is obliged to let the buyer collect the milk around the clock. The buyer is responsible for taking a sample for analysis in an analytical glass at the place of collection and that a label indicating the producer and delivery code is affixed to the sample. The buyer is also responsible for ensuring that the analysis is forwarded to the Eurofins Steins Laboratory in Vejen immediately and no later than 10.00 am the following day, and that it is received at Eurofins Steins Laboratory in refrigerated conditions, so that analysis is possible. The buyer is also responsible for measuring the collected quantity with calibrated equipment during the tanking and a print-out of this is provided to the producer, and for ensuring that the actual quantity is entered in M2M - Milk 2 Market ApS’s system against the relevant delivery.
2.3.3
If the buyer finds that there is discrepancy between the milk and the seller's description of this, the buyer is entitled to a reasonable discount of the price, in addition to the limited quality rectification during the analysis, in the event of a quality deficiency.
2.3.4
Once the Eurofins Steins Laboratory report is available, it is forwarded digitally to www.m2mauction.eu's digital auction system. Www.m2mauction.eu will then make a final calculation of the milk price on the basis of the analytical results received and the actual quantity collected. The calculations are based on known parameters and are available on www.m2mauction.eu's website. These parameters comply with the applicable EU rules.
2.4
Payment for a purchased milk delivery
2.4.1
The pre-invoicing is emailed on the seller's behalf with a copy to the seller immediately after the buyer submits his accepting auction bid, and the seller is then obliged to send the milk to the buyer.
2.4.2
Final payment must be made immediately after www.m2mauction.eu's final calculation of the milk price, which is carried out with a factual analysis data and the actual collected amount. The buyer must pay in accordance with Danish legislation by electronic bank transfer (immediate transfer).
2.4.3
If one of the parties so requests, the other party is required to acknowledge the receipt of the other party's actions (delivery, etc., and payment, respectively).
2.5
Risk transfer
2.5.1
The risk of the delivery is transferred from the seller to the buyer at the seller's disposal of the milk to the buyer or buyer's representative. Transfer of the milk to the buyer or the buyer's representative is understood to mean transfer to a milk tanker at the seller's production site.
2.6
The seller's basic obligations
2.6.1
By virtue of his registration of a delivery, the seller has undertaken to deliver the milk in the condition described, see the description process drawn up by www.m2mauction.eu, once an agreement has been reached.
2.6.2
The seller is responsible for ensuring that all information about the milk is correct and appropriate and that the milk is free from any defects. In the event of a shortage of milk, this shall be settled by the Danish Sale of Goods Act and Danish law in general.
2.6.3
The seller shall ensure that the seller is the legal owner of the sold milk and that he is not subject to third party rights.
2.7
The buyer's basic obligations
2.7.1
When the buyer has won the auction by virtue of his bid at www.m2mauction.eu in compliance with the bidding rules, a binding agreement is concluded between the buyer and the seller. The buyer is obliged to complete the transaction. The buyer must collect the milk and pay the purchase price to the seller. Reference is made to the other provisions regarding the buyer's responsibilities and obligations, as set out in the auction terms.
2.8
Product liability insurance
2.8.1
Every seller is obliged to have valid product liability insurance in accordance with M2M - Milk 2 Market ApS's instructions.
2.9
Disputes between the buyer and the seller
2.9.1
The relationship between the seller and the buyer is governed by the Danish law.
2.9.2
Any breach/deficiency for which the other party is responsible shall be settled in accordance with the applicable Danish law, including the Sale of Goods Act, provided that a claim is made in a timely manner.
2.9.3
In the event of a dispute between the buyer and the seller, which cannot be resolved by amicable means, the parties are urged to seek legal assistance.
