Terms and Conditions

These Terms and Conditions apply to business relationships between Barefill UG (haftungsbeschränkt), Oder-Neiße-Str. 68, 93073 Neutraubling, Germany, represented by the managing directors Henry Sotta and Samuel Hoffmann, hereinafter referred to as “Barefill”, and its clients.

Our offers, services and contracts are directed exclusively at entrepreneurs within the meaning of Section 14 BGB, legal entities under public law or special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are not concluded.

These Terms and Conditions apply in particular to services in the areas of fulfillment, storage, goods receipt, picking, packing, shipping preparation, shipping processing, returns processing, Amazon FBA Prep and related additional services.

Deviating, conflicting or supplementary terms and conditions of the client become part of the contract only if Barefill has expressly agreed to their validity in text form.

These Terms and Conditions apply in addition to the individual agreements concluded between Barefill and the client.

Individual offers, order confirmations, framework agreements, service descriptions, conditions, price agreements, delivery guidelines, cooperation obligations of the client, data processing agreements, special agreements and other individually agreed attachments take precedence over these Terms and Conditions.

In the event of contradictions between these Terms and Conditions and an individual agreement, the individual agreement takes precedence.

Where a written framework agreement or separate attachments have been agreed for a contractual relationship, these take precedence. These Terms and Conditions supplement such agreements only where no deviating provision has been made there.

The presentation of services on the website, in presentations, price overviews or other documents does not constitute a binding offer to conclude a contract, but serves general information purposes.

A contract is concluded only when Barefill prepares an individual offer and the client accepts that offer, a contract is signed or Barefill expressly confirms the order.

Barefill is entitled to reject inquiries without stating reasons, in particular if the requested services do not fit Barefill's scope of services, if legal or organizational reasons prevent performance, or if proper performance cannot be ensured.

The specific scope of services results from the respective individual offer, framework agreement, service description, order confirmation or applicable attachments.

Barefill provides services in particular in the following areas:

• goods receipt
• storage
• picking
• packing
• shipping preparation
• creation of shipping labels
• handover to shipping, parcel or transport service providers
• returns processing
• Amazon FBA Prep
• other individually agreed additional services

Services that have not been expressly agreed are not owed. Additional services, special work or extra effort may be charged separately.

Barefill does not provide support or advice to the client's end customers unless expressly agreed. Direct communication with end customers takes place only where technically or organizationally required to process individual orders, in particular through automated shipping, tracking or status notifications.

The client is obliged to provide all information required for the performance of the services completely, correctly and in due time.

This includes in particular:

• complete company and contact details
• product information
• item master data
• dimensions and weights of the products
• information about shipping volume and storage needs
• information about special storage or shipping requirements
• required access credentials or interface information
• information about dangerous goods, fragile goods, particularly valuable goods or other special characteristics
• required evidence, registrations or statutory mandatory information

The client is responsible for ensuring that its products may lawfully be placed on the market, stored, processed, shipped and sold.

The client is also responsible for complying with all statutory labeling, information, packaging, product, trademark, competition, customs and registration obligations to the extent these fall within the client's area of responsibility.

This includes in particular obligations under the German Packaging Act, where these apply to the client.

Barefill is entitled to temporarily refuse or suspend acceptance, processing or shipment of goods as long as required information, evidence or cooperation actions are not fully available.

Delivery of goods must be carried out in accordance with the agreed delivery guidelines and arrangements.

The client must ensure that deliveries are properly announced, labeled, packed for transport and provided with the required documents.

Unannounced, incorrectly labeled, damaged, incomplete or improperly packed deliveries may lead to delays, additional effort or additional costs.

Barefill is entitled to reject deliveries, treat them as clarification cases or charge additional effort separately if the agreed requirements are not met.

Acceptance of goods by Barefill does not confirm that the delivered goods are complete, free from defects, legally marketable or checked in terms of content, unless such a check has been expressly agreed.

Storage is carried out in accordance with the individually agreed conditions.

Barefill is entitled to organize storage at its own dutiful discretion unless deviating agreements have been made.

The client remains the owner of the stored goods unless otherwise agreed.

Special storage conditions such as cooling, temperature control, dangerous goods storage, specially secured storage or other special storage are owed only if expressly agreed.

Barefill is entitled to exclude certain goods from storage, in particular if their storage requires special legal, official, safety-related or technical requirements and no express agreement exists for this.

Barefill prepares shipments for dispatch in accordance with the agreed services.

Shipping takes place via the agreed shipping, parcel or transport service providers.

Handover to the shipping, parcel or transport service provider takes place in accordance with the agreed processes and the conditions of the respective service provider.

For delays, damage, losses or other service disruptions within the area of responsibility of the shipping, parcel or transport service provider, Barefill is liable only in accordance with the applicable statutory and contractual provisions and the individually agreed liability provisions.

The client is responsible for providing all information, documents and declarations required for shipping completely, correctly and in due time. This applies in particular to shipments to countries outside the respective customs or economic area.

Barefill does not provide customs clearance, customs law advice or review of the accuracy or completeness of customs, shipping or export documents provided by the client, unless otherwise agreed.

Returns are processed only to the extent individually agreed.

The specific returns process, inspection of goods, classification into condition categories, restocking, return shipment, disposal or other handling is governed by the agreed processes.

Barefill is not obliged to carry out any legal, technical, functional, authenticity or quality inspection of returned products unless expressly agreed.

Returns that cannot be clearly assigned, have not been announced or require clarification may cause additional effort. This effort may be charged separately.

Where Amazon FBA Prep or other additional services are agreed, the specific scope of services is governed by the respective offer, service description or separate agreement.

The client is responsible for communicating all requirements of Amazon, other marketplaces or platforms to Barefill completely and in due time.

Barefill is not liable for disadvantages, suspensions, delays, rejections or other measures by Amazon or other marketplaces unless these were caused by a breach of duty by Barefill.

Additional services such as labeling, repacking, set creation, inserts, flyers, branded packaging material, special packaging or other special requests are owed only if agreed and may be charged separately.

The individually agreed prices and conditions apply.

Unless otherwise stated, all prices are net prices plus the applicable statutory VAT.

Additional effort caused by incomplete information, incorrect data, improper deliveries, special requests, subsequent changes, clarification cases or other circumstances within the client's area of responsibility may be charged separately.

Invoices are due for payment without deduction within the individually agreed payment period. Unless a different payment period has been agreed, invoices are due for payment without deduction within 14 days of receipt of the invoice.

If the client is in default with due payments, Barefill is entitled to temporarily suspend further performance until all outstanding amounts have been paid in full. Barefill may also require future services to be performed wholly or partly only against advance payment or appropriate security.

The client may set off only undisputed claims or claims that have been finally determined by a court.

The client may exercise rights of retention only insofar as they arise from the same contractual relationship.

Statutory rights of retention of Barefill remain unaffected.

Goods stored with Barefill remain the property of the client or the respective entitled third party unless otherwise agreed.

The client warrants that it is the owner of the transferred goods or is authorized to dispose of the goods.

The client ensures that storage, processing, packing, labeling, shipping or other handling of the goods does not infringe any third-party rights.

Barefill may assert statutory rights of retention and liens where the statutory requirements are met.

Barefill is liable without limitation for damages arising from injury to life, body or health caused by a breach of duty by Barefill, its legal representatives or vicarious agents.

Barefill is also liable without limitation for damages caused by intentional or grossly negligent conduct.

In the event of a slightly negligent breach of essential contractual obligations, Barefill is liable only for the typical, foreseeable damage. Essential contractual obligations are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the client may regularly rely.

Otherwise, Barefill's liability is excluded to the extent permitted by law.

For damage to goods, loss of goods, storage, forwarding, freight, shipping or transport services, the individually agreed liability provisions take precedence. In addition, the German Freight Forwarders' Standard Terms and Conditions 2017 (ADSp 2017) may apply insofar as they have been validly incorporated into the respective contractual relationship and no overriding provision conflicts with them.

Liability for damage within the area of responsibility of shipping, parcel, transport, platform, marketplace, shop, ERP or other third-party providers is governed by the individually agreed provisions and the statutory rules.

The client is responsible for adequately insuring its goods against loss, damage, theft, fire, water, natural hazards or other risks unless an express deviating agreement has been made.

Insurance of goods by Barefill for the full value of the goods is provided only if expressly agreed.

If Barefill is asserted against by third parties, end customers, authorities or other bodies due to circumstances originating from the client's area of responsibility, the client shall indemnify Barefill against these claims to the extent they are based on a breach for which the client is responsible.

This applies in particular to claims in connection with products, product information, product data, customer data, trademarks, logos, packaging, competition law requirements, copyright requirements, data protection requirements, product liability, product safety, packaging law, customs requirements or other statutory obligations of the client.

The indemnification also includes reasonable costs of out-of-court and court defense.

Where technical interfaces, platforms, software solutions or data transmissions are required for the performance of the services, the client is obliged to provide the necessary information, access rights, authorizations and data in due time.

The client is responsible for ensuring that the transmitted data is complete, correct, up to date and technically usable.

Barefill is not liable for service disruptions, delays or errors caused by incomplete, incorrect or late data, system failures, interface problems or technical changes within the client's area of responsibility.

Effort for setup, adjustment, error analysis, support or problem solving in connection with the client's systems may be charged separately unless otherwise agreed.

The parties undertake to treat confidential information of the other party confidentially and to use it only for purposes of initiating or performing the contract.

Confidential information includes in particular trade secrets, prices, customer data, process information, technical information, access credentials and other information that is not publicly known.

Public naming of the client as a reference, in particular using its name, brand or logo, takes place only with the client's prior consent in text form.

The confidentiality obligation continues after termination of the contractual relationship.

Personal data is processed in accordance with the applicable data protection laws.

Further information about the processing of personal data via the website is set out in Barefill's Privacy Policy.

Where Barefill processes personal data on behalf of the client in the context of service provision, the parties enter into a data processing agreement where legally required.

The contract term and termination periods are governed by the respective individual agreement.

Unless a special term or termination period has been agreed, the contractual relationship may be terminated with one month's notice to the end of a calendar month.

The right to extraordinary termination for good cause remains unaffected.

Good cause exists in particular if a party repeatedly or materially breaches essential contractual obligations, is in significant default with due payments, becomes insolvent or if continuation of the contractual relationship is unreasonable for the other party.

Terminations must be made in text form unless a stricter form has been agreed.

After termination of the contractual relationship, the client is obliged to coordinate the collection, return shipment or other handling of the stored goods with Barefill.

Agreed storage, processing and additional costs remain owed until the goods have been fully collected, returned or otherwise handled.

If the client does not provide sufficient instructions despite being requested to do so, Barefill is entitled to continue storing the goods at the client's expense or to return them at the client's expense and risk in accordance with the agreed provisions.

Statutory rights of retention and outstanding payment claims of Barefill remain unaffected.

Barefill is not liable for service disruptions, delays or failures that are caused by events outside Barefill's sphere of influence.

This includes in particular natural events, fire, flooding, war, strike, official measures, pandemics, power outages, failures of telecommunications networks, disruptions at shipping service providers, technical failures of external providers or other unforeseeable events.

In such cases, the parties will inform each other without undue delay and take appropriate measures to mitigate damage.

Barefill is entitled to amend these Terms and Conditions with effect for the future if there is an objective reason for doing so, in particular changes in the legal situation, the services offered, technical processes or operational organization.

For contracts already concluded, changes apply only if they have been validly incorporated into the respective contractual relationship or the client agrees to them.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Regensburg, to the extent legally permissible.

Changes, amendments or ancillary agreements must be made in text form unless a stricter form is required by law.

Rights and claims arising from the contractual relationship may be transferred or assigned to third parties only with Barefill's prior consent in text form, unless mandatory statutory provisions conflict with this.

If any provision of these Terms and Conditions is or becomes invalid or unenforceable, the validity of the remaining provisions remains unaffected.

The statutory provisions apply in place of the invalid or unenforceable provision.