General terms and conditions (GTC) of Shipdeal GmbH

1. Scope of application, contractual partner

1.1. The following General Terms and Conditions (GTC) apply to all, including future, business relationships between the contractual partner (hereinafter “Customer”) and Shipdeal GmbH, Randersweide 69-73, 21035 Hamburg (hereinafter “We” or “Us”).

1.2. These General Terms and Conditions only apply to entrepreneurs . § 14 BGB. Entrepreneurs within the meaning of these General Terms and Conditions are therefore natural or legal persons as well as legal partnerships who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity. A consumer within the meaning of these General Terms and Conditions is any natural person who concludes a legal transaction for purposes that cannot be predominantly attributed to either their commercial or independent professional activity.

1.3. These terms and conditions apply exclusively. Any conditions of the customer that conflict with or deviate from these General Terms and Conditions will not be recognized unless we have expressly agreed to their validity in writing.

1.4. Individual agreements made in individual cases (including additional agreements, additions and changes) always take precedence over these General Terms and Conditions. Subsidiary agreements, additions and amendments to the contracts existing between the parties as well as agreements on their cancellation must be in writing or in text form to be effective. This also applies to the waiver of the written form requirement or the text form requirement.

2. Conclusion of contract, subject matter of the contract

2.1. The contract is only concluded with entrepreneurs within the meaning of these General Terms and Conditions (see Section 1.2.).

2.2. We provide logistics services in the broadest sense, but do not provide our own transport services. The customer can use our services to send the goods sold by him using an exclusive shipping account offered by us. The shipping account is made available to the customer for independent shipping processing to their end customers.

2.3. The customer sends his goods with the transport service provider selected by him using the shipping account provided by us and recognizes the respective general terms and conditions of business, transport or shipping, delivery and storage of the transport service provider selected for shipping as legally binding .

2.4. In this respect, the parties agree to include the general terms and conditions of business, transport, shipping, delivery and storage of the transport service providers selected by the customer with regard to shipping processing, delivery times, warranty and liability. The customer accepts the terms and conditions of the transport service providers as legally binding.

The relevant terms and conditions of the transport service providers are available below:

• DHL: https://www.dhl.de/de/geschaeftskunden/paket/rund-um-den-versand/agb.html

• DPD: https://www.dpd.com/de/de/agb/

• Package : https://www.packeta.de/agb

2. 5. We therefore do not provide any first-level support or other customer service that relates to the handling of the transport process with the selected transport service provider, delivery times, liability, etc. Claims in connection with the transport process must therefore only be asserted against the respective transport service provider.

2.6. For the use of the shipping account and the granting of the corresponding exclusive shipping conditions, we charge a corresponding commission for each shipment sent.

3. Shipping account, customer obligations

3.1. The customer warrants that he will not use the shipping account in an unauthorized or improper manner. Misuse occurs in particular if the customer uses the shipping account in a contractual or unlawful manner or for contractual or unlawful purposes. The customer is therefore responsible for the use of the shipping account by himself and his employees.

3.2. The customer may only pass on access and access data to the shipping account to authorized third parties for whose actions the customer bears complete responsibility.

3.3. The customer also warrants that he will accept the respective general terms and conditions of business, transport, shipping, delivery and storage of the transport service providers he has selected and will ensure compliance with them. In this respect, the customer guarantees in particular that

• not to ship transport goods that generally, but also due to the manner of transport or storage, violate applicable law, a legal or official ban or export, import or customs regulations of the origin, destination or transit country and/or commercial violate intellectual property rights or other rights of third parties;
• to provide information completely and truthfully when commissioning the transport service provider;
• ensure that the transported goods correspond to the information provided.

3.4. The customer must provide all information required for the transport, delivery and billing of the shipment correctly, completely and in a timely manner and insure the shipment as best as possible against loss, damage, etc. The customer must also ensure through suitable and safe packaging that damage to the shipment is excluded during transport and that no damage occurs to third-party shipments during transport.

3.5. With reference to paragraph 3.3. are excluded from transport without a corresponding additional agreement:

• Dangerous goods whose transport is subject to dangerous goods regulations; § 410 HGB remains unaffected;
• perishable goods, live or dead animals, medical or biological examination material, medical waste

3.6. The customer is therefore liable for all damages resulting from providing incorrect information and using the shipping account. The customer is also liable for all damages resulting from a violation of the above regulations or in violation of the respective general terms and conditions of business, transport or shipping, delivery and storage of the transport service providers selected by him. If we incur additional costs as a result, we are entitled to invoice these to the customer.

3.7. The customer must also indemnify us against any claims, losses, damages, costs (in particular legal fees) or other liability claims arising from a breach of the above paragraphs or from a breach of the other general terms and conditions of business, transport, shipping, delivery and The storage conditions of the transport service providers selected by him arise.

3.8. We reserve the right to suspend or deactivate the customer’s shipping account if there are any irregularities or activities that may violate these Terms and Conditions or any applicable national or international laws, rules or regulations.

4. Prices and payment

4.1. Unless otherwise agreed in individual cases, our current prices and agreed commissions at the time the contract is concluded apply, plus statutory sales tax.

4.2. We reserve the right to unilaterally change or increase commission. A change in commission will be notified to the customer at least one month before the change. After notification of such a change in commission, the customer has the option of terminating the contract at the start of the change. You can cancel your contract up to two weeks after notification of the change. If there is no termination within these two weeks, the change in commission is considered approved.

4.3. Price increases or price reductions by the transport service providers used are passed on directly to the customer. Any price increase or reduction in the applicable transport service provider prices will be notified to the customer immediately after the respective transport service provider has notified us of this. The price increase or price reduction applies to the customer immediately after the increase/reduction by the transport service provider. In this case, in deviation from Section 5.1, the following applies. a two-week notice period. If the special termination option is not exercised within 2 weeks of notification of the price increase or price reduction, the special right of termination expires.

4.4. The customer receives regular evaluations and invoices regarding the shipments sent using the shipping account used. Depending on the shipping service provider used, the following payment deadlines apply:

• DHL: 1-day/immediately
• DPD: 7 days
• Packeta : 7 days

In the event that the customer does not meet the above payment deadlines at least twice, the invoices must be paid immediately, at the latest within 3 days of receipt.

4.5. Payments must be made in euros. The date of value on our account is decisive for payment. Contrary to Sections 366 and 367 of the German Civil Code (BGB), payments are initially offset against the oldest principal claim. In individual cases, other payment terms can be agreed.

4.6. If the customer is in default, we are entitled to charge default interest of nine percentage points above the base interest rate in relation to the outstanding claim.

4.7. All judicial and extrajudicial costs in connection with the collection of claims that we incur due to the customer’s failure to pay on time, including the fees of third parties engaged by us to collect the claim, are borne by the customer.

4.8. If, with the exception of Section 4.7, we incur additional costs, fees or expenses as a result of invoices not being sent on time in accordance with Section 4.4. are compensated, we are entitled to invoice the customer for these costs.

5. Contract term / termination

5.1. Contracts come into force when signed by the parties and – unless otherwise specified – are concluded for an indefinite period of time. The notice period is two weeks to the end of a calendar month.

5.2. Regardless of this, each of the contracting parties is entitled to terminate contracts without notice for good cause. Important reasons for termination include, in particular, the customer’s breach of essential contractual obligations, misuse (see section 3) of the shipping account as well as the customer’s late payment of at least 2 invoices or the application for the opening of insolvency proceedings against the customer’s assets.

5.3. We are also entitled to block the customer’s access to the shipping account provided if the customer does not meet payment deadlines.

5.4. Any termination must be in writing to be effective. The electronic form or text form (e.g. email) satisfies the written form.

6. Liability

6.1. We always have unlimited liability for claims due to damage caused by us, our legal representatives or vicarious agents

• in the event of injury to life, body or health,
• in the event of intentional or grossly negligent breach of duty,
• in the case of guarantee promises, if agreed, or
• as far as the scope of application of the Product Liability Act is opened.

In the event of a breach of essential contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner can regularly rely (cardinal obligations), due to slight negligence on the part of us, our legal representatives or vicarious agents, the liability is limited to the amount foreseeable at the time the contract was concluded Damage that typically has to be expected is limited. Otherwise, claims for damages are excluded.

6.2. It is also pointed out again that the customer’s shipments are dispatched and transported via the respective transport service provider. We therefore assume no guarantee and/or liability for compliance with delivery deadlines, shipping processing and shipping/transport (with the exception of Section 6.1.).

6.3. Access and use of the Shipping Account may be interrupted due to malfunctions, maintenance or updates. We make every effort to maintain the functions permanently and to restore them in the event of a failure, but we assume no liability for any limitation of the functionality of the shipping account. In this regard, we would like to point out that the interfaces to the transport service provider are within the sphere of influence of the relevant transport service provider and we have no influence on this.

 7. Offsetting, retention, assignment

7.1. We are entitled to assign the claims and demands arising from our business relationship. If such an assignment of claims is carried out by us, the customer will be asked to pay the assignee. A payment excluding performance is then made upon receipt of the payment by the assignee.

7.2. The customer only has the right to set off counterclaims that are undisputed or legally established by us.

8. Confidentiality

8.1. The contracting parties undertake to treat the contracts concluded and all knowledge of confidential information and trade secrets of the other contracting party acquired as part of the commission agreements confidentially for an unlimited period of time.

8.2. Excluded from this obligation are such confidential information:

–      which was demonstrably already known to the recipient when the contract or commission agreements were concluded or subsequently became known from a third party without violating a confidentiality agreement, legal regulations or official orders;

–      which is publicly known when the contract or the commission agreements are concluded or is subsequently made public, unless this is based on a violation of the contract or the commission agreements;

–      which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obliged to disclose will inform the other party in advance and give it the opportunity to take action against the disclosure.

8.3. The parties will only grant access to confidential information to those consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of the user agreement or the commission agreements. Furthermore, the parties will only disclose confidential information to those employees who need to know it in order to carry out the contract or the commission agreements, and will also require these employees to maintain secrecy to the extent permitted by labor law even after their departure.

9. Place of jurisdiction, place of performance, applicable law

9.1. The exclusive place of jurisdiction for all disputes arising from the contracts existing between the parties and/or the commission agreements is our registered office if the client is a merchant, a legal entity under public law, a special fund under public law or in Germany without a place of jurisdiction. We are also entitled to to sue the customer at his general place of jurisdiction.

9.2. The place of performance is our headquarters.

9.3. The business relationships between us and the customer are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

10. Other contractual conditions

10.1. We are entitled to change these terms and conditions at any time. If there is a change, the customer will be informed by email before the change comes into effect. The customer has the opportunity to object to the change. If the customer does not make use of this within two weeks of receipt of the notification, the change is deemed to have been approved. The customer will expressly point out the above-mentioned approval fiction in the notification.

10.2. Should provisions of the contracts and/or commission agreements existing between the parties be wholly or partially void, legally ineffective or unenforceable or later lose their legal effectiveness or enforceability, this shall not otherwise affect the validity of these contracts. The same applies if there is a gap in the contracts and/or the commission agreements. Instead of the ineffective or unenforceable regulation or to fill the gap, the parties will make an appropriate regulation that, as far as legally possible, comes closest to what the parties wanted or would have wanted according to the meaning and purpose of the contracts or the commission agreements , as long as they had considered the point when concluding the respective contract.

As of: 02/2024