1. GENERAL PROVISIONS
1.1 The services offered through the FulFra Fulfillment management platform (“Platform”) are provided by FulFra GmbH (hereinafter “we,” “us,” or “Company”), with its registered office at:
Headquarters (Administration):
Am Brabrinke 14
30519 Hannover
Germany
1.2 Use of the platform is available to commercial clients (“you” or “client”), provided that you (i) operate a commercial business that conducts business through supported E-Commerce platforms or other distribution channels, and (ii) meet the requirements set forth in Sections 3.4 and 4 of these Terms and Conditions. If the Client is a natural person, that person must have legal capacity under the provisions of the German Civil Code (BGB).
1.3 Use of our Fulfillment services requires acceptance of these Terms and Conditions. This includes compliance with all applicable laws in the client’s country of registration, as well as the regulations governing the respective services.
1.4 In the event of any conflict between these Terms and Conditions and the platform’s other terms of use, the provisions of these Terms and Conditions shall prevail.
1.5 As the Client, you agree in particular to the following:
- (a) To grant us all necessary rights and authorizations required to provide the Fulfillment services.
- (b) Comply with all legal requirements applicable to the distribution and sale of your products.
- (c) To ensure that all information you provide is accurate, complete, and up to date.
- (d) To deliver to the Fulfillment Center only those products whose description, quantity, and condition correspond to the information provided.
- (e) To ensure that the products delivered conform to the respective sales offers.
- (f) Ensure compliance with all applicable regulations regarding product labeling, safety standards, and packaging requirements.
- (g) To ensure full compliance with EU Regulation 2019/1020 on market surveillance and product conformity.
1.6 We are entitled to engage third parties or subcontractors to perform Fulfillment services, provided that this is necessary for the proper provision of services.
1.7 We are permitted to make adjustments to our services upon timely notice, provided that such adjustments are necessary to comply with legal or safety-related requirements and are reasonable for the client.
2. DEFINITIONS
2.1 “Affiliated Company” means any company that is economically or legally affiliated with us pursuant to Section 15 of the German Stock Corporation Act (AktG).
2.2 “Products” refers to the goods or merchandise that you deliver to us or our service providers in connection with the Warehouse and logistics services, provided that their acceptance has not been refused.
2.3 “Automated Order Processing” refers to our automated logistics service, which is triggered according to your settings and specifications as soon as a transaction takes place in your sales channel.
2.4 “Business Day” means any business day from Monday through Friday (excluding Saturdays, Sundays, and legal holidays) on which financial institutions in Germany are normally open for business.
2.5 “Force majeure” refers to events or circumstances beyond our reasonable control that prevent or significantly impair the provision of services. These include, in particular: strikes, lockouts, or other labor disputes; civil unrest, riots, or terrorist attacks; acts of war; natural disasters; theft; failure of IT infrastructure; cyberattacks; government orders; machine malfunctions; delays in performance by suppliers or subcontractors; and similar events.
2.6 “Fees” means any payment you are required to make in exchange for the provision of our logistics, Warehouse, and transportation services, including any fees for additional services.
2.7 “Fees for Additional Services” includes optional services such as special packaging, labeling, or warehousing services.
2.8 “Fulfillment-Center” refers to the facilities operated by us or by third parties we have commissioned, where goods are received, stored, picked, and prepared for shipment.
2.9 “Fulfillment ” service refers to the warehousing, transportation, and supplementary logistics services we offer in accordance with these Terms and Conditions.
2.9.1 “Economy Fulfillment Service”: Is considered to have been performed as soon as your products have been handed over to the shipping carrier.
2.9.2 “Standard Fulfillment Service”: Includes the regular domestic and international Fulfillment process.
2.9.3 “Express Fulfillment Service”: Offers a shorter delivery time.
2.9.4 “Freight & Pallet Fulfillment Service”: Covers the transport of heavy or bulky goods on pallets.
2.9.5 “ Fulfillment Service”: Applies to international shipments outside of Germany.
2.9.6 “International Preferred or Assigned Fulfillment Service”: Covers international shipments via assigned shipping service providers.
2.10–2.28 Additional definitions include: Terms and Conditions, Material Contractual Obligations, Order Process, Receiving Inspection, Return Due to Undeliverability, Return Service, Warehouse Operator, Shelf Life Management, Transportation Service Provider, Taxes, Tax Return, Value-Added Tax, Value-Added Tax Identification Number, EU Economic Operator, Items with Significant Deviations (SNAD), Prohibited Items, Products Subject to Registration, Product Safety Act (ProdSG), EU Conformity Officer.
3. OVERVIEW OF " FULFILLMENT" SERVICES
3.1 Depending on the service package selected, our Fulfillment services may include the following:
- (a) Goods Receipt and Incoming Inspection
- (b) Storage
- (c) Storage
- (d) Picking, packing, and Shipping
- (e) Arranging delivery to the end customer and contracted freight forwarding services
- (f) Customer service for inquiries related to Fulfillment
- (g) Value-added services such as relabeling, repackaging, product disposal, inventory management, and stock transfers
3.2 We provide Fulfillment services in Germany and select other countries.
3.3 When using our Fulfillment services, you are required to: (i) register for value-added tax; (ii) file tax returns on time; (iii) provide a valid VAT ID number; (iv) assume full responsibility for all tax-related procedures; and (v) indemnify us against any damages resulting from breaches of tax obligations.
3.4 We provide exclusively Fulfillment services. We do not handle customs clearance and do not provide customer service to your end customers.
3.5 Certain items, specifically those classified as prohibited, cannot be accepted. For details, see sections 5.6.1 through 5.6.7.
4. TERMS OF USE
4.1 Use of the platform requires: (a) registration as a user on the platform (being an active seller on a E-Commerce platform is not required); (b) provision of a valid VAT ID number.
4.2 You may not deliver any prohibited items. Products subject to registration require proof of registration in accordance with the ElektroG.
4.3 You are solely responsible for complying with all legal obligations related to the sale and delivery of products.
4.4 In the case of sales contracts, you, as the seller, bear sole responsibility for the legal validity of the sale and delivery, as well as for all applicable customs duties, taxes, and fees.
5. DELIVERIES
5.1 In addition to the delivery procedures described on the platform, the following provisions apply.
5.2 Costs: You are responsible for all costs associated with delivery to the Fulfillment Center.
5.3 Preparation: You are required to notify us via the platform prior to delivery. All information must be complete and accurate.
5.4 Responsibility for Delivery: You bear sole responsibility and risk.
5.5 Receiving Goods: Upon receipt, we carry out a receiving process. A confirmation of receipt does not imply that the items are complete and undamaged.
5.6 Violations: We reserve the right to inspect shipments at any time. In the event of violations, we may refuse to accept the shipment, return the goods, or destroy them.
5.6.1 Size and Weight Restrictions: Products must not exceed the maximum limits specified on the platform.
5.6.2 Inadequate Packaging: All products must be packaged appropriately for shipping. We are not liable for damage caused by inadequate packaging.
5.6.3 Hazardous Items: We may refuse to provide service for hazardous items.
5.6.4 Prohibited Items: No item delivered may be a prohibited item. The current list is published on the platform.
5.6.5 Infringement of Intellectual Property Rights: Products must not infringe on the intellectual property rights of third parties.
5.6.6 Electrical and Electronic Equipment: All technical documentation and safety data sheets must be provided. Compliance with the ElektroG must be ensured.
5.6.7 EU Regulation 2019/1020: An EU authorized representative must be designated for every product placed on the EU market. Under no circumstances do we assume the role of EU authorized representative ourselves.
5.6.8 Product Safety Act (ProdSG): You must ensure that all goods comply with EU safety standards.
6. STORAGE AND INVENTORY
6.1 We provide storage services in accordance with these Terms and Conditions and the guidelines published on the platform.
6.2 You must ensure that your business activities are legally permissible and that your products comply with the relevant requirements.
6.3 Dimensions and weight must not exceed the maximum limits.
6.4 If payment is more than 30 days overdue, we are entitled to exercise a lien and suspend your account.
6.5 You are responsible for keeping accurate records of products delivered and stored. We conduct an inventory twice a year.
6.6 We are entitled to transfer products to another Fulfillment center.
6.7–6.8 You are solely responsible for shelf-life management.
7. SHIPMENT AND DELIVERY
7.1 We arrange for delivery by contracted logistics companies to the recipients specified in the orders.
7.2 Shipping Requirements: All requirements must be specified in the order. Products must be packaged for shipping. Size and weight limits must be observed.
7.3 Delivery Times: We will do our best to meet the delivery deadlines, but we do not guarantee them.
7.4 Shipment Tracking: Outgoing shipments are sent with tracking, if provided as part of the service.
7.5 Delivery: You are required to provide complete and up-to-date shipping addresses. We are not liable for incorrect address information.
7.6 Returns Due to Undeliverability: Returned items will be restocked. You retain ownership of them.
7.7 Fraud: We are entitled to review claims at any time and to seek damages in the event of fraud.
8. REMUNERATION AND PAYMENT OBLIGATIONS
8.1 Compensation: You shall pay fees, including fees for additional services. In the event of late payment, we are entitled to suspend services. In the event of outstanding payments, we are entitled to a lien on the stored goods. Before disposing of the goods, we will send two written demands for payment. If payment is not made within 7 days of the second demand, we are entitled to dispose of the goods.
8.2 Invoicing: Invoices are issued within the first 7 calendar days of the following month. Payment Terms:
- (a) Prepayment (top-up): You deposit an amount into your account in advance. This balance does not constitute a prepayment subject to sales tax.
- (b) Bimonthly billing: Invoice issued every two weeks, payable within 7 calendar days.
8.3 Value-Added Tax and Withholding Tax: All payments are net amounts excluding VAT. If VAT is applicable, it will be charged separately. In the case of withholding tax, the amount will increase accordingly. You are responsible for paying all taxes.
8.4 Consequences of Late Payment
- (a) Late payment interest: 0.02% per day on the outstanding amount.
- (b) Refusal to accept new orders until all outstanding payments have been settled.
- (c) Statutory liens remain unaffected.
9. LIMITATION OF LIABILITY
9.1 Damage in Transit: In the event of loss or damage, we will provide compensation, limited to: (i) the declared value of the goods or (ii) EUR 100 per item, whichever is lower.
9.2 Damage during transport: Liability is limited to: (i) the declared value of the goods, or (ii) EUR 100 per item/shipment.
9.3 Disclaimer: No compensation will be provided for: damage occurring before the package is received by FC; damage occurring after the package is handed over to the recipient; prohibited items; expired goods; damage caused by force majeure; damage resulting from your breach of duty; claims filed late; and much more.
9.4 Supplementary Provisions: Risk passes upon acceptance by the recipient. We assume unlimited liability in cases of willful misconduct and gross negligence. In cases of ordinary negligence, we are liable only for breaches of material contractual obligations, limited to foreseeable damages. Total liability per type of service is limited to the compensation paid over a 12-month period.
9.5 Filing Deadlines: Claims must be filed within 30 days by email to fulfillment@fulfra.com.
9.6 Force Majeure: We are not liable for delays caused by force majeure.
10. FAILURE TO FULFILL YOUR OBLIGATIONS
10.1–10.2 If you fail to fulfill your obligations, we are entitled to suspend or refuse to provide services.
10.3 We assume no liability for damages resulting from your breach of duty.
10.4 You are obligated to compensate us for all damages incurred.
11. INDEMNIFICATION
11.1 You agree to indemnify us against all claims, damages, and costs to the extent that they result from your willful breach of these Terms and Conditions, your products, or your failure to comply with tax obligations.
12. CONFIDENTIALITY
12.1 All business and trade secrets must be treated as confidential.
12.2 Information regarding terms and conditions may not be disclosed to third parties.
12.3 We are authorized to retrieve and store transaction data from E-Commerce platforms.
13. PRIVACY POLICY
13.1 We process personal data only to the extent necessary in accordance with the GDPR.
13.2 All personal data provided to us must have been collected lawfully.
14. PROTECTION OF INDUSTRIAL PROPERTY RIGHTS
14.1 Products must not infringe any intellectual property rights. In the event of a willful infringement, you are liable for all damages.
14.2 Our trademarks and logos may not be used without our consent.
15. TERM OF THE AGREEMENT AND TERMINATION
15.1 The contract is valid for an indefinite period. Ordinary termination is subject to one month's notice, effective at the end of the month.
15.2 You may discontinue use at any time.
15.3 Other Grounds for Termination: (a) Willful breach of contract with a 14-day grace period; (b) Justified termination in the event of nonperformance; (c) Restrictions imposed by the E-Commerce platform; (d) Force majeure lasting more than 30 days; (e) Jeopardy to our claims.
15.4 Upon termination, we will make any remaining inventory available for pickup.
16. FINAL PROVISIONS
16.1 Changes: We reserve the right to amend these Terms and Conditions. Changes take effect 30 days after notification.
16.2 Transfer of Rights: We may transfer our rights to an affiliated company.
16.3 Severability Clause: Any invalid provisions shall not affect the validity of the remaining provisions.
16.4 Entire Agreement: These Terms and Conditions constitute the entire agreement.
16.5 Independence: We are an independent service provider.
16.6 Waiver: Failure to assert a right does not constitute a waiver of that right.
16.7 Governing Law: German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.8 Jurisdiction: The exclusive place of jurisdiction is Hanover.
16.9 Language Precedence: In the event of any discrepancies, the German-language version shall prevail.
FulFra
GmbH Am Brabrinke 14, 30519 Hanover, Germany Email:
kontakt@ .comfulfra | Phone: +49 176 6370 2502 | Website: www. .comfulfra