Terms and conditions of the portal
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November, 2022
Welcome to the Online Business Portal for Distributors of Bayer Mexico. You can review our products, create purchase orders, give follow up of your orders as well as make payments on your orders on this Website with either a Credit Card or electronic transfer. This is true whether you are buying seeds, traits, crop protection products or seed treatments, as long as you are paying Bayer by Credit Card, electronic transfer or other payment method accepted by Bayer.
These terms and conditions are in addition to any other agreements you may have with us or with anyone through whom you buy our products. These terms just concern your use of this Website.
These Terms and Conditions are addressed to you as an entity or an individual. You are responsible for what your workers or agents do through this Website. This Website is for your business use only.
When we say "we" and "us", it means Bayer and its affiliates or related parties. And when we talk about this Website or Site, we mean this Online Business Portal but we don't mean third-party web sites.
This Website has recently been launched and is still evolving.
Your use of this Site is subject to these Terms. They form a contract between us. If you violate any of these terms, you will not be able to continue to use this Website, and Bayer and others may have remedies against you. A link to these Terms is posted prominently on the Home Page of this Web Site and they will be continually available for your review. We reserve the right to discontinue or to make partial or complete modifications to this website or to the General Conditions of Use, to our General Terms and Conditions, and to our Conditions of Sale and Delivery. Please note that we may make such changes at our own discretion and without prior announcement. We must therefore ask you, next time you visit this website, to view the conditions again and to note any changes or amendments that may have been made.
Please read the Terms carefully, then click "I Agree" at the end to indicate your understanding of, and agreement to, these Terms. If you don't agree to these terms, you will not be able to use this Site. If you do agree to the Terms, we hope you find this site useful. Your use of the site will be understood as express acceptance of these Terms and Conditions and any update to the Website.
Purpose of the Website
The purpose of this Online Business Portal is to make doing business with us easier, faster and more organized. This Site gives you an easy and secure way to pay your outstanding balance online and to see your statements and other information about your payment status on your transactions. Bayer will also have easier access to information concerning payment status, making communication with you easier.
We take the privacy of your personal information and the confidentiality of your business information very seriously. We will comply with all privacy laws that apply to your personal information and with our privacy policy, which can be read at the Privacy Statement of this Website.
For the processing of your data we will use specialized service contractors. Such service contractors are carefully selected and regularly monitored by us. They agree to only process your data upon our instruction and strictly in accordance with our directives. They will not be allowed to use your confidential information for any reason other than providing the services.
However, Bayer may disclose any information you share on the Site, and the source or owner of it, if required to do so by law or legal process, to enforce these Terms, or to protect the rights of Bayer and its customers.
Registration, Logging On, Passwords
You are viewing these Terms and Conditions because you logged on the Website , and you are in the self-registration process for the Online Business Portal. When you log into the Website or a branded portal, a third-party service logs your browser, your device type, and the fact that you are a dealer. It also captures information about your I.P. address, the pages in the site which you visit from that address, time spent and any activities completed on each page, and the web site you visited just before and after this Site, and how the Site performed for you in terms of uptime and the speed of page-loading. We use this aggregated, anonymous data to diagnose problems with our web servers, increase our platform stability, and to understand how you use the site and what you find most valuable, and what seems to increase or decrease sales, so that we can improve the site.
When you make a payment on this Site, you are immediately transferred to a third-party site that handles your credit card and electronic transfers. You can pay your bills and check the details of financing and payment status, and Bayer will have no access to your credit card or bank information.
We will see the information that we ask you to provide. Our credit department will be able to see how much your credit line is worth, your scheduled payments, how much you have paid, and whether you are ahead or behind on your payments. We will see your preferred payment method, but without any credit card info or bank account numbers. The payment processor can also see these statistics and also has access to your credit card number and bank information.
After you register, every time you come to the site, a third-party system automatically authenticates you and authorizes you to transact business on the website. That's also true for our personnel. We do this for your convenience, so that you can login and then move freely and safely around the site without re-logging in. We also do it to make sure we don't get you mixed up with anyone else. A limited number of people in our IT department have access to passwords.
Surveys
At times, our Site may request additional information through voluntary surveys. We use survey information to help us understand your needs and market demand, improve our processes, make our communications more timely and relevant, and enhance the usability and friendliness of the Site.
More about Third Parties on our Website and Third-Party Websites
We include third-party services and content on our Website. When you use such third-party services or when you look at third-party content, communication data are exchanged between you and the third party for technical reasons, but not actually used.
Third parties may have their own additional terms displayed on their site that enable you to conduct business with them. Please review these third-party terms and make sure you understand them before you engage in any transaction with a third party.
Complaints, claims, concerns, or questions regarding your dealings with a third party should be directed to that third party.
Disclaimer
We do not control and is not responsible for any third-party content on, or linked to, this Site. And we are not responsible for any changes to such third-party information or sites. We are providing third party information and links only as a convenience. We make good faith efforts to use reputable third parties, but no endorsement is implied. We are not responsible for the availability or contents of such websites, and we are not liable for damage or injury resulting from the use of such third-party content or websites. This disclaimer and other exceptions to Bayer’s liability will apply, notwithstanding any "failure of essential purpose" of these terms.
Correcting Information
You must update or correct your contact and other business information whenever it changes and if you ever discover a mistake in it. You may notify us via the Contact Us section of this Site so that we can make any changes needed in our records. However, no changes to information can be made where the change would result in incorrect information or would alter a completed transaction.
How Long We Keep Your Info
We may keep your information even if you cease being our customer, to comply with laws and our records management program, or to exercise the right to protect our business.
Bayer’s Rights
Of course, you have a right to use the information you enter on the Site, but we will own all information that our customers send to us. We can use it to promote products and services to you and of course we can use it for the purposes of this Site.
Termination
Bayer may modify discontinue or terminate this specific agreement with you, or these terms and conditions, or any information or other Content we put on the Site, for any lawful reason, without prior notification.
No Warranties
Bayer is committed, in good faith, to running the Site in a responsible manner. However, to the extent the law allows, the content we provide on this Site is provided "as is" and "with all faults". Bayer makes no warranty or representation, either express or implied, as to its use, availability, content, accuracy, fitness for a particular purpose, merchantability, compatibility with your computer, freedom from errors or viruses, appropriateness or performance of this Site. We are not responsible in the unlikely event that use of this Site might cause you any damages. But the foregoing disclaimer of warranties does not apply to any product warranties set forth on product labels. For such products, any warranty that may be found on such label and our "paper" agreement with you as a dealer controls our liability for such product.
Transferability
You may not transfer your rights or obligations under this agreement to anyone else without Bayer's written consent. If you transfer your rights or obligations with Bayer’s consent or by operation of law, these terms and conditions are binding on the person or entity receiving the transferred rights or obligations.
Limitation of Bayer’s Liability
To the extent that the law allows, you assume full responsibility for all costs associated with all necessary servicing or repairs of any equipment that you use in connection with your use of this Site. We are not liable for any damages related to your use of or inability to use this Site, or for damages due to delays related to the use of the site or the transmission of information over the Internet, or for any damages caused by a third party.
Remedies
In addition to any damages that we may be entitled to receive under this Agreement for causes such as breach of this Agreement, we will be entitled to injunctive relief ordering you to refrain from taking certain actions, if you breach any provision of this Agreement or your Dealer agreement having to do with confidentiality, intellectual property, data security or unacceptable uses of the Website, or if you commit fraud or illegal activity related to the Site.
More About Your Responsibilities:
Content
You are fully responsible for the content and correctness of anything that you send to us as well as for the non-violation of any rights that we or a third party may have.
You assume full responsibility for all activity conducted on this Website that can be linked or traced back to your username or password.
If You Discontinue
If either party terminates this Agreement or if you stop using this Website for whatever reason, you must destroy any downloaded or printed materials obtained from this Site other than your records of your transactions.
More about Passwords
You will keep your password confidential because it is the key to access to the information held by us about you. You may not share your password with anyone.
Confidentiality
You should assume that the information that you find on this Website is confidential and/or proprietary property of Bayer or others. You must not disclose it to anyone who is not authorized by Bayer to know it.
Legitimate Uses of this Website
You agree to use the Site solely for legitimate purposes.
When registering a User Name, you agree that you will use only accurate and truthful information about yourself and you will not imitate any other person or assume a false identity.
You agree to immediately notify us of any unauthorized use of your Password, User Name or the Site, or any other breach of security (Send your notice to us via the Contact Us section of this Site). We will notify you, in accordance with applicable law, if we detect any unauthorized use of your Password, User Name or other information you supply to us on this Site, but we cannot guarantee that we will always detect such misuse.
Unacceptable uses of the Site
Of course, you may not use our Site or Content for any unlawful purpose; or to violate our intellectual property rights or those of others; or to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, gender identity, religion, ethnicity, race, age, national origin, or disability; or to submit false or misleading information; or to upload or transmit viruses or any other type of malicious code that will or may be used in any way to affect the functionality or operation of our Sites, other websites, or the Internet; or to collect or track the personal information of others; or to spam, phish (email fraud), pharm (web traffic redirection fraud), pretext, spider, crawl, or scrape; or to interfere with or circumvent the security features of our Web Sites, other websites, or the Internet.
You may not modify, edit, adapt, alter, translate, transfer, export, enhance, disassemble, reverse engineer or decompile any code, script or software or content of this Site. Any unauthorized use described in this section is expressly prohibited and constitutes a violation of confidentiality, data security, copyright, trademark law or other business rights.
Trademarks, Copyrights and Other Intellectual Property
The trademarks, trade names, trade dress, service marks and logos (the "Trademarks") displayed on this Site are registered and unregistered Trademarks of Bayer, Monsanto and others. You may not use any Trademark displayed on the Site, without the written permission of Bayer or any third party that may own the Trademarks. This means that you may not use the name of Monsanto or Bayer, or the Monsanto or Bayer logos in any way, including in advertising or by distributing anything on this Website, without prior written permission from Monsanto.
The text, content, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Site ("Content") are all subject to patent, copyright, and other intellectual property protection. You may use, display and print the materials on this Site only for your transactions with us.
You may not do anything to the Software forming the Site. You may not distribute anything from the Website to anyone, except that you may make information about you and your transactions available to us, and those with whom you do business through this Site.
Unenforceability
If it should happen that one of these Terms is not legally enforceable in some particular location, that particular term will be treated as if it did not exist, but the rest of the agreement will stay intact.
Waiver
If either party waives any of its rights under this agreement on a particular occasion, the waiver is only good for that particular circumstance.
Your Indemnification Obligation
You agree to defend, indemnify and hold harmless Bayer and its affiliates and their respective directors, officers, employees and agents against all damages, claims and expenses, including attorneys' fees, arising out of your misuse of the Site or any information on it, or your transmission of information, data, material or Content on the Site other than as contemplated for the purpose of making transactions, or your misrepresentations or fraud, or your violation of any third party's rights, or any dispute between you and a third party.
Jurisdiction and Venue
These Terms will be construed in accordance with the laws of the State of Missouri, USA, without regard its place of address. For all disputes relating to this website or these Terms, we will both submit to the exclusive personal jurisdiction and venue of the Federal Courts in Mexico City.
Notice and Consent to Electronic Communications
You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our Sites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirements as if they were made in writing.
You irrevocably consent to being contacted according to the contact information which you provide or update on the Site.
No Other Agreements
By agreeing to these Terms, you represent that you are at least the age of majority in your state of residence. These Terms constitute the entire agreement between you and Bayer related to the use of this Site.
Survival of Provisions
The provisions which, by their nature, are intended to survive the termination of this Agreement shall do so.
Interactions through the WhatsApp application
Bayer makes available the WhatsApp application (hereinafter the "Application") to be able to contact the Bayer Customer Service team under certain conditions. You agree that by using the Application for the above purposes, you agree to be bound by these terms and conditions and the Bayer Distributor Online Business Portal Guidelines/this Website. Likewise, you agree to comply with the general conditions of use of the Application, which are unrelated to Bayer.
You can only contact the Customer Service team through the Application, for the following:
a) Doubts about the service, product availability, monitoring of shipping processes already started, changes and cancellations of orders; and
b) Any other interaction that is communicated and authorized by Bayer at the time.
It will not be possible to place/place orders or request returns in this way, unless Bayer expressly communicates otherwise.
The hours to receive requests through the Application are Monday through Thursday from 8:00 a.m. to 6:00 p.m. and Friday from 8:00 a.m. to 2:00 p.m. Any request received outside of these hours will be considered notified the next business day.
Considering that the Application is developed and operated by a third party other than Bayer, the latter is not responsible for requests not delivered or delivered after time. You may not claim Bayer for losses or damages of any kind, suffered by requests not delivered, delivered out of time or failures in the Application service, which interfere with your requests or the orders you place with Bayer.
You may only contact Bayer through the Application, through the cell phones that you have registered on the Site and authorized to interact with the Customer Service team through the Application. Any request that is received from phones other than those mentioned above will not be considered as received by Bayer and will have no effect.
Bayer may notify you via email or the Site of any specific guidelines applicable to interactions through the Application.