FulFra GmbH — Framework Agreement for Logistics Services (Freight, Fulfillment, E-commerce Shipping, Customs Clearance)
1.1 The services offered through the FulFra Fulfillment Management Platform (“Platform”) are provided by FulFra GmbH (hereinafter “we,” “us,” or “the Company”), with its registered office at:
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 via supported e-commerce platforms or other sales 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:
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.
2.1 “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” means the goods or merchandise that you deliver to us or our service providers in connection with the warehousing 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 based on 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 public holidays) on which banks in Germany are normally open for business.
2.5 “Force majeure” refers to events or circumstances beyond our reasonable control that prevent or significantly impede the provision of services. These include, in particular: strikes, lockouts, or other industrial action; 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, warehousing, 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” means the facilities operated by us or by third parties we have engaged, where goods are received, stored, picked, and prepared for shipment.
2.9 “Fulfillment Services” means the warehousing, transportation, and related logistics services we provide in accordance with these Terms and Conditions.
2.9.1 “Economy Fulfillment Service”: The service is considered rendered as soon as your products have been handed over to the shipping carrier.
2.9.2 “Standard Fulfillment Service”: Covers the standard 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 “International Standard Fulfillment Service”: Applies to international shipments outside Germany.
2.9.6 “International Preferred or Assigned Fulfillment Service”: Covers international shipments via assigned shipping carriers.
2.10–2.28 Additional definitions include: Terms and Conditions, Material Contractual Obligations, Order Process, Incoming Inspection, Return Due to Undeliverability, Return Service, Warehouse Operator, Shelf Life Management, Transport Service Provider, Taxes, Tax Return, Value-Added Tax, VAT Identification Number, EU Economic Operator, Items with Significant Deviation (SNAD), Prohibited Items, Products Subject to Registration, Product Safety Act (ProdSG), EU Conformity Manager.
3.1 Depending on the service package selected, our fulfillment services may include the following:
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 sales tax; (ii) file tax returns on time; (iii) provide a valid sales tax 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 fulfillment services exclusively. We do not handle customs clearance and do not provide customer service to your end customers.
3.5 Certain items—specifically, products classified as prohibited—cannot be accepted. For details, see sections 5.6.1 through 5.6.7.
4.1 Use of the platform requires: (a) registration as a user on the platform (it is not mandatory to be an active seller on an e-commerce platform); (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.
5.1 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 shipping 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 receipt confirmation 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 a violation, 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 in a manner suitable for shipping. We are not liable for damage caused by inadequate packaging.
5.6.3 Hazardous Items — We reserve the right to refuse to provide services 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 upon 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 Electrical and Electronic Equipment Act (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.
6.1 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 reserve the right to transfer products to another fulfillment center.
6.7–6.8 You are solely responsible for shelf-life management.
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 delivery deadlines, but we cannot guarantee them.
7.4 Shipment Tracking — Outgoing shipments are sent with tracking, if provided by 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 the items.
7.7 Fraud — We reserve the right to review claims at any time and to seek damages in the event of fraud.
8.1 Payment — You shall pay the fees, including fees for additional services. In the event of late payment, we are entitled to suspend services. In the event of payment arrears, we shall have 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:
8.3 Sales Tax and Withholding Tax — All fees are quoted as net amounts excluding sales tax. Any applicable sales tax will be charged separately. The amount will be increased accordingly if withholding tax applies. You are responsible for paying all applicable taxes.
8.4 Consequences of Late Payment
9.1 Damage to Goods — 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 amount 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 for: damage occurring before the package is received by FC; damage occurring after delivery 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 shall be liable without limitation in cases of willful misconduct or gross negligence. In cases of ordinary negligence, we shall be liable only for breaches of material contractual obligations, limited to foreseeable damages. Total liability per type of service is limited to the remuneration paid over a 12-month period.
9.5 Filing Deadlines — Claims must be submitted within 30 days via email to fulfillment@fulfra.com.
9.6 Force Majeure — We are not liable for delays caused by force majeure.
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.
11.1 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.
12.1 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 entitled to retrieve and store transaction data from e-commerce platforms.
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.
14.1 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.
15.1 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 Additional grounds for termination: (a) Breach of contract for which the party is at fault, with a 14-day grace period; (b) Justified termination due to non-performance; (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.
16.1 Changes — We reserve the right to amend these Terms and Conditions. Changes will take effect 30 days after notification.
16.2 Assignment of Rights — We may assign our rights to an affiliate.
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 inconsistencies, the German version shall prevail.