Terms and Conditions

1. Preambule

These General Terms and Conditions (hereinafter the "AV") govern the relationship between SendNet Australia Pty Ltd (hereinafter "SendNet") and a customer (hereinafter the "Customer"), together the "Parties".

By using SendNet's services, the Customer agrees to be bound by these GTC, together with all related documents and policies referred to herein. These GTC apply regardless of the country in which the Customer is established.

2. Definities

ADSp2017 refers to the German Freight Forwarders' Standard Terms and Conditions 2017, hier published by the DSLV. The ADSp 2017 set out terms to be regarded as supplementary to the Customer Contract and the GTC in the order of precedence stated above.

API (Application Programming Interface) is defined as a set of protocols and tools allowing different software applications to communicate with one another, facilitating the integration of the SendNet App with online stores, marketplaces and other e-commerce channels or tools.

B2B/B2C shipment refers to a shipment synced into the SendNet App as a B2B/B2C shipment or manually identified as such. The recipient of a B2B shipment is usually a reseller of the Customer's Goods. The recipient of a B2C shipment is usually an end customer of the Customer.

Werkdagen means a day that is not a Saturday, Sunday, public holiday or a day on which banks in the jurisdiction where SendNet provides services are closed for business.

Carriers are the independent third-party carriers or forwarders responsible for the actual carriage of the Customer's Goods.

Confidential Information as defined in clause 11.

Keulen Palletexchange means the terms as developed and recommended by leading associations in the shipping, forwarding and road transport industries hier.

Customer Contract refers to the individually agreed contract governing the commercial relationship between the Customer and SendNet, including any contract amendments signed by both parties.

Customer Portal is the web-based application SendNet provides to end customers. Depending on the add-on features the Customer selects, the Customer Portal makes it possible to steer the post-purchase experience proactively with tracking, cross-selling and returns management.

Customs and delivery partner refers to a SendNet partner that facilitates customs clearance and delivery of Goods across different customs territories.

DDP means Delivered Duty Paid as defined in the Incoterms developed by the International Chamber of Commerce.

Delivery Promise is an add-on feature of the SendNet App, providing delivery speed and arrival predictions in the Customer's online store.

Eindklanten are the Customer's customers and usually the recipients of orders fulfilled by SendNet for the Customer.

Fulfillmentpartner is a SendNet partner that operates fulfillment center(s) using the SendNet WMS and carries out fulfillment tasks in those fulfillment centers. All Fulfillment Partners use the SendNet WMS for operational tasks relating to the Customer. Fulfillment Partners may also broker carriers at selected SendNet Fulfillment Centers.

Goods means the physical goods handled by SendNet for the Customer. The terms "Products" and "Goods" are used interchangeably.

The Growth Manager is the Customer's point of contact for revenue growth, cost reduction, onboarding and overall optimisation of the logistics setup.

HGB (Handelsgesetzbuch) is the German Commercial Code, containing the principal laws governing commercial transactions, obligations and activities in Germany.

SendNet App is the platform SendNet offers to the Customer. Every Customer takes out a subscription to the SendNet App when entering into a contractual relationship with SendNet. This subscription includes all core functionality for freight, inventory management, order processing, delivery, returns management and customer service.

SendNet Schadebeleid refers to SendNet's rules and guidelines for the Customer, which hier are stored.

SendNet Standard Material refers to the standard, unbranded set of packaging materials SendNet offers the Customer at the SendNet Fulfillment Center where the Customer's Goods are stored. 

SendNet Fulfillmentcenter means any facility operated directly by SendNet or by a Fulfillment Partner using the SendNet WMS.

SendNet WMS is SendNet's proprietary warehouse management system, developed in-house in close collaboration with our SendNet Fulfillment Centers.

HS Codes (Harmonized System Codes) are defined as a standardised numerical method of classifying traded products, used worldwide for customs purposes to identify the type of goods being shipped.

Logistiek AV 2019 refers to the General Terms and Conditions for Logistics Service Providers 2019, hier published by the DSLV. The Logistics GTC 2019 set out terms to be regarded as supplementary to the Customer Contract, GTC and ADSp 2017 in the order of precedence stated above.

Orderverwerking means picking and packing, from folding shipping boxes to placing goods in the box and sealing it. Where necessary, transport-safe filling material is supplied and added to each shipping box to prevent damage in transit.

With Rejected Goods means all Goods that have been rejected, quarantined or for which services have been suspended as described in clause 4.

SKU (Stock Keeping Unit) is defined as a unique identification code for each individual item forming part of the Customer's Goods, as well as each individual packaging material. Every item across all SendNet Fulfillment Centers is linked to one specific, unique SKU.

3. Scope of services

SendNet offers an integrated suite of operational software and services designed to improve efficiency and drive growth across the Customer's entire supply chain.

Software. The services offered to Customers include the SendNet App, which provides near-real-time operational visibility and self-management capabilities. The SendNet App facilitates a range of activities, including fulfillment process management, access to all relevant information, and delivery and freight functionality. The app integrates seamlessly with the Customer's digital platforms and ensures a smooth flow of information. In addition, the Customer may opt for Add-on features, which supplement the SendNet App and Customer Portal with additional functionality. Detailed descriptions of the software services provided by SendNet can be found in clause 5.

Performance. SendNet offers a comprehensive range of fulfillment services, including order processing in accordance with the Customer's instructions, such as picking, packing and preparing parcels for dispatch. SendNet also handles inbound stock processing, storage and quality assurance. These services are supported by dedicated customer support and the Customer's growth manager. Detailed descriptions of SendNet's fulfillment services can be found in clause 6.

Delivery, freight and packaging. SendNet also offers delivery and freight options to the Customer but does not itself carry the Customer's Goods. Instead, SendNet facilitates the connection between the Customer and the carriers or other logistics providers that transport the Goods to end customers. SendNet also offers various options for sourcing packaging materials. The Customer may purchase packaging materials through SendNet, select SendNet Standard Material Packaging, or use packaging materials purchased independently. Detailed descriptions of SendNet's delivery, freight and packaging services can be found in clauses 7-9.

The services offered by SendNet are directed exclusively at businesses or legal entities within the meaning of §14 of the German Civil Code (BGB) and not at private individuals.

4. Customer rights and obligations

4.1. Ownership of goods

The Customer warrants that it is the legal owner of all Goods handled by SendNet for the Customer, including any underlying intellectual property rights, and/or lawfully possesses such Goods and has the sole legal right to store the Goods and thereafter direct their release and/or delivery. The Customer represents that no Goods are mislabelled, misbranded or adulterated and that the information on any shipping or delivery document, including information on quantity, weight, description and condition of the Goods, is accurate and complete and may be relied upon by SendNet.

4.2. Informatievoorziening

In principle, for all services the Customer will provide SendNet in good time and in full with all information necessary for the proper performance of the services to be provided, and will warrant its accuracy. SendNet is not obliged to verify, sanity-check or otherwise supplement the information or documents provided by the Customer. This includes, but is not limited to, information needed for capacity planning; information about the Customer's Goods (e.g. shelf life, hazardous substance classifications, quantity, weight and HS Code); and information needed for order processing (e.g. end customer details, outbound shipping method, repacking).

The Customer will provide all information required to complete the onboarding process, including but not limited to the planned arrival and quantity of stock, the expected order pipeline at the anticipated operational start date, packaging guidelines, technical store integration and preferred carriers.

The Customer will inform SendNet of the required SKU-specific information in good time, and no later than 72 hours before a SKU first arrives at a SendNet Fulfillment Center. In addition, the Customer will at the same time inform SendNet, where applicable, of all other relevant factors affecting the storage of the SKU and the fulfillment of an order containing it. These include:

(a) all obligations under public law, customs law, foreign trade law (in particular embargoes on goods, persons or countries) and security legislation;

(b) all data required by the relevant safety regulations (including SOLAS in maritime law) in the respective prescribed form for all modes of transport concerned;

(c) industrial property rights vis-à-vis third parties, such as trademark and licensing restrictions relating to possession of the Goods, as well as legal or administrative impediments preventing fulfillment of the order;

(d) special requirements SendNet must observe that are specific to the SKU.

4.3. Prohibited goods‍

The Customer warrants that no Goods handled by SendNet contain items that contravene the Universal Postal Convention, or applicable law or policy in the region where the Goods are received, stored or shipped. The Customer further represents that all activities relating to the promotion, sale and distribution of the Goods comply with all applicable laws and policies.

SendNet refuses to provide services for Goods covered by controlled substances legislation, goods classified as weapons and goods subject to strict legal requirements or prohibitions on handling or resale under applicable local law. If such Goods, which are automatically classified as Rejected Goods, are delivered by the Customer to a SendNet Fulfillment Center, the Customer accepts full responsibility for all resulting legal consequences. 

SendNet further refuses to provide services for Goods whose contents or packaging may reasonably be assumed to cause personal injury or property damage during normal transport and despite adequate packaging. SendNet also refuses to provide services for Goods containing or consisting of live animals, carcasses, human remains or body parts.

4.4. Hazardous and dangerous goods

The Customer will seek SendNet's approval for Hazardous and Dangerous Goods at least thirty (30) working days before the Goods are due to arrive at a SendNet Fulfillment Center for the first time, by submitting a customer support ticket in the SendNet App. The following information must be included in the customer support ticket: 

• Average number of items to be stored monthly
• Weight of the item (for liquids and gases: volume of the item)
• UN number classification
• Quantity of UN-classified substance in each item
• The material safety data sheet

Hazardous and Dangerous Goods are goods that may cause harm to people, vehicles or third-party legal interests during standard transport, storage or other activities. SendNet reserves the right to refuse to handle Goods classified as Hazardous and Dangerous Goods or Prohibited Goods. Unless SendNet has granted approval for Hazardous and Dangerous Goods, such Goods are treated as Rejected Goods. 

4.5. Valuable goods

The Customer must seek SendNet's approval for all Valuable Goods or Goods at increased risk of theft, including but not limited to products containing precious metals, tobacco products and works of art (among others under ADSp 2017), in each case at least ten (10) working days before the Goods are scheduled to arrive at a SendNet Fulfillment Center, by submitting a customer support ticket in the SendNet App. The following information must be included in the customer support ticket: 

• Individual item value
• Number of items to be delivered

SendNet reserves the right to refuse to handle Valuable Goods, in which case such Goods will be treated as Rejected Goods. SendNet accepts no liability for any loss of or damage to such Goods if the Customer does not obtain prior approval before the Goods are delivered to a SendNet Fulfillment Center. 

4.6. Bulk goods

Unless otherwise agreed in the Customer Contract, the maximum weight and dimensions of a B2C shipment must not exceed those set out below:

• Maximum weight: 30 kg
• Maximum length of longest side: 120 cm
• Maximum girth (2x width + 2x height + longest side): 300 cm

These maximum dimensions do not apply to B2B shipments.

The Customer will provide SendNet with all documents and other records and information (for example for tariff classification). This applies in particular to the proper customs handling or other legally required handling of the goods — including security checks, for example for air freight shipments.

4.7. Perishable goods

The Customer is responsible for the health and safety of its Goods until the moment of takeover at the SendNet Fulfillment Center. For Perishable Goods, the Customer must provide SendNet with the Goods' best-before date, together with all other information described in clause 4.2. SendNet cannot be held liable for any damage arising to the Goods while in SendNet's care if the Customer has not given SendNet specific instructions regarding the handling of Perishable Goods, unless such instructions were self-evident.

4.8. Rejected goods

If the Customer does not strictly comply with the compliance obligations of any of clauses 4.3, 4.4, 4.5, 4.6 and 4.7, SendNet may, at its sole discretion, reject the Customer's Goods, immediately suspend services for those Goods, quarantine the Customer's Goods, or immediately terminate the Agreement with the Customer by notice to the Customer. Goods that are rejected, quarantined or for which services are suspended are referred to as "Rejected Goods". This also applies to Goods affected by insects or other hazardous pests.
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The Customer will reimburse SendNet for the labour costs incurred in handling, removing or packing the Rejected Goods. In addition, if the Rejected Goods cause damage to SendNet's facilities, other SendNet customers' goods, or third-party property, the Customer is liable for the direct and indirect costs and expenses incurred by SendNet and/or third parties as a result. These may include the costs of storing and transporting the Rejected Goods, storing and transporting other affected Goods and/or third-party property, returning or destroying the Rejected Goods, pest control, hazard remediation and/or cleaning of SendNet facilities, legal costs in the event of an investigation or legal proceedings arising from the damage caused by the Rejected Goods, and all other costs reasonably incurred as a result of the Customer's failure to meet any of the compliance obligations set out above.
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If the Customer fails to meet its obligation to remove the Goods within thirty (30) days of receiving a required removal notice, SendNet is entitled, subject to applicable mandatory provisions, to dispose of the Goods. SendNet reserves the right to charge the Customer the full cost of disposal.

5. Software

5.1. Software scope of service

SendNet provides a web-based application, the "SendNet App", allowing the Customer to manage operational processes, including sales to end customers, stock-level visualisations and other relevant information. Integration of the SendNet App with online stores, marketplaces and other e-commerce channels is facilitated through APIs and/or apps developed by SendNet, without SendNet being obliged to connect to any channel not listed. The SendNet App is subject to ongoing development, with no provision for the Customer to request specific features and no guarantees regarding the permanence of current functionality.

5.2. SendNet app Abonnement

Every Customer takes out a subscription to the SendNet App when entering into a contractual relationship with SendNet. This subscription includes all core functionality for freight, inventory management, order processing, delivery, returns management and customer service. The Customer ensures that access to the SendNet App is granted only to authorised staff. The Customer is solely responsible for all activity carried out through its user account(s), including activity resulting from unauthorised third-party access.

The Multi-Channel feature is included in the SendNet App subscription. It allows several online stores to be linked to a single set of SKUs in the SendNet App, so inventory information can be synchronised across multiple stores.

The Address Validation feature is also included in the SendNet App subscription. An address validation event is triggered when the end customer's address provided to SendNet through the connection between the Customer's store system and the SendNet App is identified as incomplete for shipping with the relevant Carrier. In such cases SendNet will temporarily hold the order from fulfillment and trigger an email notification to the end customer requesting the complete address. Once the end customer or the Customer has supplied the address, SendNet will release the order hold and fulfill the order.

5.3. Add-ons

The Customer may choose to subscribe to Add-on features, which supplement the SendNet App and Customer Portal with additional functionality. Add-on features include, but are not limited to: Customer Portal Tracking, Customer Portal Returns, pan-European shipping (Pan-EU) and Delivery Promise. Availability of Add-on features may be limited to certain store systems and/or regions.

6. Fulfillment

6.1. Scope of service

When a Customer's order is synced into the SendNet App, SendNet will process the order in accordance with the instructions and the packaging guidelines set by the Customer. This includes picking the required Goods, packing them in packaging material suitable for transport, and labelling the parcel with the recipient's address. SendNet then hands the labelled parcel to the relevant Carrier for transport. Operations may also be carried out by a Fulfillment Partner using the SendNet WMS. Other than a cursory visual inspection as part of picking & packing, SendNet is not obliged to carry out further inspection for externally visible damage.

6.2. Inkomend

SendNet accepts unloading of all restocking shipments announced at least 24 hours in advance in the SendNet App and arriving within the opening hours of the relevant SendNet Fulfillment Center, unless a temporary inbound stop has been communicated to the Customer (for example during the days immediately before and after Black Friday). SendNet reserves the right to refuse shipments not announced by the Customer 24 hours before arrival at the relevant SendNet Fulfillment Center. SendNet inspects incoming Goods for visible damage or defects and, where agreed, carries out sample checks for quality assurance. SendNet accepts no liability for any damage or defects to the Goods existing before the Goods were taken over. Assessment of the completeness of the Goods is based on freight documents and the expected restocking quantities announced by the Customer in the SendNet App. No piece-by-piece count is carried out unless the Customer specifically requests one, for which the Customer is charged the standard hourly rate for additional manual tasks.

The Customer ensures that goods arrive at the SendNet Fulfillment Center as standard stock: announced, sorted and palletised. The time required to process non-standard stock arrivals is charged as additional work at hourly rates. Furthermore, § 411 HGB applies and the Customer is obliged to:

(a) mark packages belonging to a single shipment recognisably as belonging together,

(b) where necessary, prepare packaging so that access to the contents is not possible without leaving externally visible traces;

(c) ensure that each pallet of delivered Goods does not exceed the maximum weight of 600 kg and maximum dimensions of 180 cm x 120 cm x 80 cm, including the pallet base. Pallets must be shrink-wrapped or otherwise secured against shifting.

The Customer warrants that Goods shipped by the Customer to a SendNet Fulfillment Center are not subject to any prohibition on co-loading or storage and that the Goods and their packaging pose no danger to the environment, people or property, even in the event of damage. 

Cologne pallet exchange (train-for-train; pallet type B) applies unless otherwise agreed.

6.3. Storage

SendNet will store the Customer's Goods in a suitable location within a SendNet Fulfillment Center. If the smallest suitable storage location is not available at the time the Goods are to be stored, SendNet reserves the right to store the Goods in the smallest available storage location and charge the Customer accordingly.

The Customer has the right to inspect the Goods under supervision after giving SendNet five (5) working days' notice. SendNet reserves the right to schedule inspections outside office hours.

Handling goods in SendNet Fulfillment Centers may result in loss of or damage to goods. SendNet applies high standards, but SendNet Fulfillment Centers occasionally encounter hidden shortages, product damage, mislabelled goods, mispicked goods and/or cross-shipments. The Customer agrees that SendNet applies a shrinkage allowance of 1%, based on the total value of all units of the Customer's Goods in SendNet Fulfillment Centers on an annual basis. Compensation for quantity shortfalls exceeding that shrinkage allowance is limited to the actual product value of the lost or damaged Goods, measured against the original purchase invoice from the manufacturer or supplier (or the invoices of the original component manufacturers or suppliers where the Customer has assembled the Goods). 

6.4. Kitting

At the Customer's request, SendNet will carry out kitting tasks for the Customer. Kitting refers to the process of retrieving several SKUs from storage, assembling several items from those SKUs into a single kit, and storing those kits as a new SKU. The Customer places all kitting orders through the SendNet App. Kitting orders submitted and approved by SendNet before the end of the week (Friday afternoon) are intended to be completed within approximately 5 working days or more, depending on overall workload and internal processes at SendNet. 

6.5. Returns

Returns handling refers to the process of receiving, identifying and categorising returned shipments. Returns may be passive, where they are returned by a Carrier after failed delivery attempts, or active, where they are returned by an end customer after receiving the shipment. In both cases the return is linked to the original shipment and processed in accordance with the Customer's guidelines. 

6.6. Claims & liability

Once the Goods are handed over by the forwarder for storage in a SendNet Fulfillment Center, the corresponding provisions of the ADSp 2017 and, supplementarily, the Logistics GTC 2019 apply to the warehouse logistics service area. If the Customer submits a claim for suspected fulfillment errors, SendNet will process the claim, provided the Customer complies with the claim requirements set out in SendNet's Claims Policy.

7. Delivery

7.1. Scope of delivery

The Customer understands and agrees that SendNet does not itself carry the Customer's Goods but acts merely as an intermediary connecting the Customer with Carriers responsible for the actual carriage of the Customer's Goods via the SendNet App. Within the SendNet App the Customer may select their preferred shipping option, which may identify either a specific Carrier or other delivery specifications. If the Customer selects a specific Carrier for delivery and the chosen Carrier is unable to provide its logistics service for the Goods (for example because of a strike or work stoppage), or if SendNet is unable to purchase the shipping label for the Carrier because of technical problems at the specified Carrier, SendNet will use commercially reasonable efforts to select a suitable alternative Carrier for the shipment concerned, at SendNet's discretion.

7.2. Rembours (COD)

COD services are offered in some SendNet Fulfillment Centers for shipments up to a maximum value of EUR 1,000.00 per shipment. It is the Customer's responsibility to give clear instructions to the recipient of the Goods and to seek confirmation from SendNet that the synchronisation of the payment method from the Customer's store platform to the SendNet App is functioning correctly. In addition, the Customer bears all costs relating to, but not limited to, seizure, refusal of acceptance, insolvency or non-payment by the end customer, and will protect SendNet and/or the Carrier against all related legal claims. 

7.3. Delivery

There is no obligation for a Carrier to release the Customer's Goods if SendNet reasonably believes or suspects that doing so would contravene applicable import or export laws or sanctions. 

The Customer may have the option of selecting a DDP delivery option for deliveries to regions outside the customs territory of the SendNet Fulfillment Center where the Goods are fulfilled. SendNet will inform the Customer if this delivery option requires separate invoicing by the Customs and Delivery Partner to the Customer. In such cases the Customer will refrain from invoicing the end customer directly and will instead issue a collective invoice to the Customs and Delivery Partner. SendNet can support the Customer in preparing this collective invoice.

7.4. Delivery claims & liability

If the Customer has selected a particular Carrier with SendNet's consent, SendNet will hand the processed shipments to the person responsible for collection on behalf of the chosen Carrier. SendNet is not liable for damage to the Goods after they have been handed to the Carrier at the loading dock. If the Customer submits a claim for loss or damage against a Carrier for a shipment arranged through SendNet, SendNet will assist in submitting the claim, provided the Customer complies with the claim requirements set out in SendNet's Claims Policy. 

The Customer understands that Carriers exclude certain goods from carriage. The Customer agrees to comply with Carriers' prohibited goods regulations. Neither SendNet nor the Carrier is obliged to check shipments for exclusion from carriage. If a Customer fails to inform SendNet that a product falls within the Carriers' definition of prohibited goods, SendNet reserves the right to stop handing orders containing such Goods to the Carrier in question. In such a case SendNet will inform the Customer and, where available, seek a commercially reasonable alternative at SendNet's discretion. 

The Customer warrants that delivery of the Goods complies with any special legal requirements (e.g. age restrictions). Neither SendNet nor the Carrier is obliged to verify the delivery (e.g. the age of the person receiving the shipment). It is the Customer's responsibility to choose the delivery method and documentation that meet the legal requirements for the products shipped.

8. Vracht

8.1. Scope of service

The Customer acknowledges that SendNet arranges the connection with Carriers for the carriage of Goods only as an agent and does not itself carry the Customer's Goods. The Customer may choose to use SendNet's coordination for the carriage of Goods. SendNet's facilitation includes coordinating both inbound transport for Goods arriving at SendNet Fulfillment Centers and outbound transport for Goods leaving SendNet Fulfillment Centers. If the Customer entrusts the arrangement of carriage to SendNet, the Logistics GTC 2019 and the ADSp 2017 apply, unless otherwise stated in these GTC. SendNet retains the authority to engage additional forwarders or third parties. 

8.2. Vracht Douane

The Customer may handle customs clearance independently (self-clearance) or instruct SendNet to carry out the import declaration as part of an individual order in accordance with the Customer's instructions. SendNet will engage third parties to carry out clearance and the Customer will provide all necessary powers of attorney directly to the customs agent. 

Where SendNet is entrusted with customs clearance, the Customer must provide SendNet with all required documents, records and information (such as customs tariff classification) essential for the proper customs or other legally required processing of the Goods, including security checks for air freight shipments. Once the customs declaration is complete, SendNet will promptly provide the Customer with all relevant customs and tax documents associated with the declaration. The Customer must check these documents for accuracy immediately and report any discrepancies, errors or objections to SendNet in writing within three (3) working days of receiving the customs declaration. The Customer will settle all customs invoices within the payment terms set out therein and pay the invoice in full, regardless of any requested revisions to the customs declaration or the resulting customs invoice. SendNet will support the Customer with corrections by the customs agent at the Customer's expense; SendNet cannot, however, be held liable for the associated costs. 

8.3. Freight claims and liability

The Customer will comply with all applicable laws and regulations relating to, and bears all costs and responsibilities connected with, importing its Goods into another country or territory, including all customs duties, VAT legislation and regulations relating to the import of the Goods, as well as determining the correct tariff classification and country of origin of Goods and whether Goods qualify for administrative exemptions. The Customer will deliver the Goods Delivered Duty Paid (DDP) to SendNet Fulfillment Centers, with all duties and taxes paid, released for free circulation and free of any encumbrance. SendNet is not obliged to hand over the Customer's Goods for transport if SendNet reasonably believes or suspects that doing so would contravene applicable import or export laws or sanctions. 

If the Customer wishes to submit a claim for loss or damage against a Carrier for a freight shipment arranged through SendNet, SendNet will assist in submitting the claim, provided the Customer complies with the claim requirements set out in SendNet's Claims Policy. 

9. Packaging

9.1. Scope of packaging service

The Customer acknowledges that SendNet does not itself manufacture packaging materials but may resell packaging materials to the Customer. The Customer may choose to purchase packaging materials through SendNet, to use SendNet Standard Material Packaging, or to use packaging materials purchased independently.

SendNet endeavours to select the most suitable packaging material for each shipment, in line with the requirements of the Customer's Goods and, where applicable, the Customer's stated packaging guidelines. SendNet reserves the right to select alternative packaging material where the most suitable material is not available at the SendNet Fulfillment Center handling the Customer's Goods.

9.2. Packaging claims and liability

If the Customer submits a claim relating to SendNet Standard Material Packaging, SendNet will process the claim, provided the Customer complies with the requirements set out in SendNet's Damage Policy. 

For packaging material procured by SendNet on the Customer's behalf, the Customer takes ownership of the packaging material as soon as it arrives at the SendNet Fulfillment Center. The Customer agrees that storage charges apply to packaging material purchased by SendNet on the Customer's behalf once the material is back in stock at a SendNet Fulfillment Center. Any claims regarding the quality or completeness of packaging material procured specifically for the Customer must be submitted to the packaging manufacturer. Such claims will be facilitated by SendNet, provided the Customer submits the claim in accordance with SendNet's Claims Policy. 

10. Billing and termination terms

10.1. Payment terms

All payments are made seven (7) days after the invoice date by direct debit, under the SEPA Business-to-Business Direct Debit Mandate. Invoices are sent by SendNet in electronic form only, twice a month or every fifteen (15) days. Freight and packaging costs may be invoiced separately. Claims amounting to less than 2% of the total invoice value are credited against the next invoice. 

10.2. Pricing

All price changes (other than those to which the price matrix applies) take effect one month after notification by email. The Customer has the right to object to the price adjustment within two weeks of notification by terminating the Customer Contract. In that case SendNet guarantees price stability throughout the three-month notice period. If the Customer does not terminate the Customer Contract within two weeks, the new pricing is deemed agreed. SendNet reserves the right to adjust prices twice a year. 

10.3. Beëindiging

Either Party may terminate the Customer Contract on three (3) months' written notice with effect from the end of a calendar month, whereby an email to the Growth Manager is deemed to satisfy the written form requirement. The right to terminate for good cause remains unaffected. Regardless of whether good cause for termination exists, SendNet has a special right of termination if the Customer is in default on payment of more than two (2) due invoices or owes an invoiced amount exceeding EUR 5,000.00 and has not settled all due claims in full. SendNet may cease providing services at any time and without notice if the Customer fails to settle due invoices. 

The Customer undertakes to collect its Goods (including returns) from the SendNet Fulfillment Center at its own expense within thirty (30) days of the end of the Customer Contract, subject to payment of all outstanding invoices. In addition, if further returns or inventory belonging to the Customer arrive at a SendNet Fulfillment Center, SendNet undertakes to collect and store them for up to thirty (30) days after the end of the Customer Contract. If the Customer fails to meet its obligation to remove the Goods, SendNet is entitled, subject to applicable mandatory provisions, to sell or dispose of the Goods. SendNet reserves the right to charge the Customer the full cost of disposal. 

11. Confidential data processing

11.1. Confidentiality

Confidential Information comprises only information explicitly designated as "confidential" at the time of disclosure, or which by its nature may reasonably be regarded as confidential. For the purposes of these GTC, a party disclosing Confidential Information is the "Disclosing Party" and a party receiving Confidential Information is the "Recipient". Confidential Information does not, however, include information the Recipient can establish:

(a) was generally known, or made generally available without an obligation of confidentiality, before the time of disclosure to the Recipient by the Disclosing Party;

(b) becomes publicly known or generally available without an obligation of confidentiality after disclosure to the Recipient by the Disclosing Party, other than through an act or omission of the Recipient;

(c) is lawfully in the Recipient's possession without obligations of confidentiality at the time of disclosure by the Disclosing Party to the Recipient, as evidenced by written files and records kept by the Recipient at that time in the ordinary course of business; or

(d) was developed independently by the Recipient without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records and other competent evidence created contemporaneously with that independent development.

The Recipient may disclose Confidential Information to its employees or representatives who need the Confidential Information for the Recipient to perform its obligations under these GTC, who have been informed of its confidential nature and who are subject to written confidentiality obligations at least as protective of the Confidential Information as these GTC. The Recipient will take reasonable measures to protect the confidentiality of the Confidential Information and to prevent its disclosure and unauthorised use. Confidential Information disclosed under these GTC remains confidential for five (5) years after termination of the Customer Contract. The Recipient will promptly notify the Disclosing Party of any unauthorised use or disclosure, or suspected unauthorised use or disclosure, of Confidential Information. Notwithstanding the other provisions of this clause, SendNet reserves the right to disclose Confidential Information to the extent required by law or for the purposes of legal proceedings, or where SendNet reasonably suspects illegal activity by the Customer. 

11.2. Data protection and privacy

SendNet processes and uses the Customer's personal data within the framework of statutory data protection provisions. The Parties may also agree to sign a specific Data Processing Agreement supplementing the Customer Contract.

12. Liability and jurisdiction

12.1. Limitations of liability

Claims by the Customer against SendNet must be submitted in accordance with SendNet's Claims Policy. Subject to any rights that cannot be excluded, SendNet will under no circumstances be liable to the Customer or any third party for indirect, incidental, special or exemplary damages, loss of goodwill or reputation, consequential or punitive damages, including lost profits, lost revenue or business, or lost data. 

The Customer acknowledges and agrees that while a Carrier is in possession of the Customer's Goods, the Carrier, and not SendNet, is solely responsible for actual or alleged damage suffered by the Customer or its Goods, as determined under applicable law. Subject to the foregoing, Goods that are the subject of a delayed delivery or that are lost or damaged by a Carrier will be handled in accordance with SendNet's Claims Policy.

SendNet's obligations may be temporarily suspended in the event of force majeure, which includes unforeseeable and unavoidable circumstances beyond SendNet's control, including but not limited to severe weather, floods, storms, strikes, lockouts, riots, acts of war or terrorism, pandemics and government action. During such force majeure events SendNet is released from performing those obligations rendered impossible by these impediments. In such a case SendNet will immediately inform the Customer of the expected duration of the disruption.

12.2. Indemnity

The Customer will defend, indemnify and hold SendNet harmless against all claims, actions or demands, liabilities (including court costs and legal fees), tax liabilities, fines and penalties, including but not limited to reasonable accountancy fees and expenses, arising out of or in connection with: 

(a) the Customer's breach of these GTC;

(b) an actual or alleged infringement of a third party's intellectual property rights in connection with the Customer's Content;

(c) negligence, fault, default, wilful misconduct, fraud or misrepresentation by the Customer in connection with the services provided under clause 3;

(d) product liability, infringement or mislabelling arising from the Customer's Goods; or

(e) misuse by the Customer of the services provided under clause 3.

The Customer further agrees to cooperate and provide information to SendNet to assist with any investigation, proceeding, intervention or enforcement action by a regulatory or enforcement authority relating to activities carried out under an agreement between SendNet and the Customer. This indemnity covers all contractual, statutory or other claims, claims for personal injury (including death) and actual or tangible material damage to property arising out of or connected with agreements between SendNet and the Customer or the provision of services to the Customer. The indemnity provided by the Customer under this clause is reduced only to the extent that the damage was caused or contributed to by SendNet's intent or gross negligence.

12.3. Jurisdiction and dispute resolution

All agreements are governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to any conflict-of-laws principle that would require the application of the law of another jurisdiction. The exclusive court of competent jurisdiction for disputes arising out of or connected with these GTC is the Regional Court of Berlin ("Landgericht Berlin").
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If any provision of these GTC is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these GTC otherwise remain in full force and effect and enforceable.
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These GTC are available in several language versions. Translations serve only to aid the Parties' understanding. Only the English version is authoritative, and any omissions, translation errors, contradictions or inconsistencies, as well as distortions of meaning in a translated version, are irrelevant and must not be taken into account. Nor may the translations be used for the interpretation (of any kind) of the English version.
In addition to these GTC, the individually agreed commercial Customer Contract, the ADSp 2017 and the Logistics GTC 2019 apply on a comprehensive supplementary basis. In the event of conflict or contradiction, the following order of precedence applies in descending order: Customer Contract, GTC, ADSp 2017, Logistics GTC 2019. Only mandatory statutory provisions, from which pre-formulated contract terms may not deviate, take precedence.