Blumental Bayern GmbH (trading as StartFill)
General Terms and Conditions (AGB) — Fulfillment and Logistics Services
Version 1.1 — June 2026
§ 1 — Scope of Application
(1) These General Terms and Conditions (“GTC”) of Blumental Bayern GmbH (trading as StartFill) (“StartFill”) apply to all contractual relationships concerning ecommerce fulfillment, warehousing, pick & pack, returns management, Amazon FBA preparation, custom packaging, temperature-controlled storage, EU import support, and related logistics services.
(2) StartFill provides services exclusively to entrepreneurs within the meaning of § 14 BGB (Bürgerliches Gesetzbuch), legal entities under public law, and special funds under public law. Consumer contracts (§ 13 BGB) are excluded.
(3) Deviating, conflicting, or supplementary general terms and conditions of the client shall not become part of the contract, even if StartFill does not expressly object to them, unless StartFill has expressly agreed to their application in writing.
(4) These GTC apply to all future business relations with the client, even if no express reference is made to them in subsequent contracts.
§ 2 — Contract Formation
(1) All offers and cost estimates by StartFill are non-binding unless expressly confirmed as binding in writing.
(2) A contract is formed upon: (a) written order confirmation issued by StartFill; (b) execution of a signed service agreement; or (c) commencement of services by StartFill at the client’s request, whichever occurs first.
(3) Any amendments or additions to a concluded contract must be made in writing to be effective. This includes any waiver of the written form requirement.
(4) StartFill reserves the right to refuse new orders or client onboarding at its reasonable discretion, particularly where the client has outstanding overdue invoices or has previously breached these GTC.
§ 3 — Services
(1) StartFill provides the following services, the scope of which is defined in the individual service agreement concluded with each client:
• Warehousing and inventory management (ambient and temperature-controlled)
• Pick & pack and order fulfillment for ecommerce channels
• Amazon FBA preparation (labeling, polybagging, bundling, shipment to FBA centers)
• Returns management and inspection
• Custom packaging and kitting (as separately agreed)
• Shipping and carrier coordination via Sendcloud or direct carrier contracts
• EU import support (operational coordination only — see § 11)
(2) Services not listed above — including but not limited to manufacturing, product filling, and chemical processing — are expressly excluded unless agreed in a separate written addendum signed by both parties.
(3) StartFill may engage subcontractors to fulfill services. StartFill remains responsible for the proper performance of all subcontracted services.
(4) Service levels, cut-off times, and operational SLAs are set out in the individual service agreement. In the absence of a written agreement, the following defaults apply: same-day dispatch for orders received by 14:00 CET on business days; inventory reports provided weekly; return processing within 48 business hours of receipt.
§ 4 — Client Responsibilities and Inbound Requirements
(1) The client is solely responsible for the legality of its products, their labeling, packaging, and any required registrations or authorizations under applicable law.
(2) Prior to any inbound delivery, the client must provide StartFill with:
• A complete and accurate product/SKU list including EAN/barcode, dimensions (L×W×H in cm), weight, and declared value per unit
• Advance Shipping Notice (ASN) with expected delivery date, carrier, number of cartons/pallets, and SKU quantities
• Any special storage, handling, or hazard instructions
• Current LUCID/ZSVR registration number confirming the client’s participation in a dual-system (Duales System) for packaging materials, as required under the Verpackungsgesetz (VerpackG)
(3) StartFill is entitled to refuse or return inbound deliveries that arrive without a valid ASN, lack required barcodes, or are not accompanied by a valid LUCID number. Any costs arising from refused deliveries shall be borne by the client.
(4) The client must notify StartFill immediately of any change in product specifications, hazardous properties, or regulatory status of stored goods.
(5) StartFill will photograph all inbound deliveries on arrival (pallet/carton level). The client acknowledges that these records constitute the basis for any subsequent discrepancy claims.
§ 5 — Product Compliance
(1) The client warrants that all goods delivered to StartFill comply with applicable EU and German law, including but not limited to:
• Regulation (EC) No 1223/2009 (Cosmetics Regulation) — including valid EU Responsible Person (RP) registration in CPNP for all cosmetic products
• Regulation (EU) No 1169/2011 (Food Information to Consumers) and LFGB (Lebensmittel-, Bedarfsgegenstände- und Futtermittelgesetzbuch) for food and food-contact products
• Directive 2002/46/EC and NemV (Nahrungsergänzungsmittelverordnung) for food supplements
• Verpackungsgesetz (VerpackG) — LUCID registration and dual-system participation
• REACH Regulation (EC) No 1907/2006 for chemical substances
• Applicable labeling requirements in German language for goods sold in Germany
(2) The client indemnifies and holds harmless StartFill against all claims, fines, penalties, or costs arising from non-compliance of the client’s products with applicable law.
(3) StartFill reserves the right to inspect products at any time and to suspend handling of products where non-compliance is suspected, pending written clarification from the client.
§ 6 — Prohibited Goods
(1) The following goods are excluded from all StartFill services unless expressly agreed in writing in a separate addendum:
• Goods classified as dangerous under ADR (Agreement concerning the International Carriage of Dangerous Goods by Road), IATA, or IMDG, including lithium batteries (Class 9), flammable liquids (Class 3), and aerosols
• Weapons, ammunition, and explosives
• Counterfeit, pirated, or IP-infringing goods
• Goods requiring cold-chain storage below 8°C (e.g., fresh food, pharmaceuticals requiring refrigeration)
• Narcotics, controlled substances, and illegal goods
• Goods subject to ElektroG (WEEE) — electrical and electronic equipment — in Year 1 of operations
• Perishable fresh food with a shelf life of less than 30 days
(2) If prohibited goods are delivered to StartFill without disclosure, StartFill may refuse intake, return, or dispose of the goods at the client’s expense. StartFill accepts no liability for damage to such goods.
§ 7 — Warehousing, Ownership, and Client Insolvency
(1) All goods stored by StartFill remain the property of the client at all times. StartFill acts solely as warehouse operator (Lagerhalter) within the meaning of §§ 467–475h HGB (Handelsgesetzbuch) and not as owner or co-owner of the stored goods.
(2) StartFill will take commercially reasonable measures to keep client goods separate from other clients’ goods, using dedicated storage locations identified by client codes.
(3) In the event of the client’s insolvency, administration, or attachment proceedings:
• StartFill will immediately notify the client and/or the insolvency administrator
• The client’s goods are excluded from StartFill’s insolvency estate and may be separated by the insolvency administrator at any time
• StartFill retains its right of retention (§ 15 below) for all outstanding invoices prior to release of goods
(4) StartFill is entitled to charge reasonable storage fees during any period in which goods cannot be returned due to legal proceedings involving the client.
§ 8 — Inventory Management and Accuracy
(1) StartFill maintains a perpetual inventory record in its warehouse management system (WMS) for each client, accessible via agreed reporting channels.
(2) The client must report any discrepancy between inventory reports and the client’s own records within 14 calendar days of the date the relevant inventory report is issued by StartFill. Claims based on discrepancies reported after this period are excluded unless the discrepancy was concealed by StartFill.
(3) StartFill performs rolling cycle counts covering at minimum 10% of active SKUs per week, with a full stock count per client at least once every 10 weeks. The client may request an additional ad-hoc count at a fee of €40/hour (minimum 1 hour).
(4) A stock accuracy target of ≥ 99% (units in WMS vs. physical count) applies. Where this target is not met in a given period, StartFill will investigate and report the root cause to the client within 5 business days.
§ 9 — Temperature-Controlled Storage
(1) StartFill offers temperature-controlled storage for goods requiring ambient climate management, including cosmetics, supplements, candles, specialty foods, and chocolate. The temperature-controlled zone is maintained within a range of 15°C to 25°C (“Target Range”) under normal operating conditions.
(2) Temperature and humidity are monitored continuously via a calibrated IoT sensor. Records are retained for a minimum of 12 months and are available to the client on request.
(3) In the event of a temperature deviation outside the Target Range exceeding 30 minutes, StartFill will:
• Notify the responsible contact of the client via WhatsApp and email within 2 hours of the alert being triggered
• Document the deviation, duration, and corrective actions taken
• Provide a written incident report to the client within 24 hours
(4) StartFill shall not be liable for temporary deviations caused by force majeure events (§ 18), utility outages affecting the entire building, or equipment failures, provided that StartFill took commercially reasonable steps to prevent and mitigate the deviation. In all other cases, liability is subject to § 16.
(5) Goods requiring refrigeration below 8°C or deep-freeze storage are not accepted in the temperature-controlled zone and are classified as prohibited goods under § 6.
§ 10 — Shipping and Carrier Services
(1) StartFill arranges shipment of client orders via DHL, DPD, GLS, or other carriers as agreed. Carrier selection for each order is made based on client instructions, destination, and parcel characteristics.
(2) Shipping times provided by StartFill or displayed on the client’s sales channels are estimates based on carrier information and are not guaranteed. StartFill is not liable for delays caused by carriers, customs authorities, strikes, or other events outside StartFill’s direct control.
(3) Carrier postage costs are passed through to the client at cost plus an 8% administration fee to cover payment processing and account management.
(4) If a client requires same-day dispatch, orders must be received in StartFill’s WMS in a fully processable state (payment confirmed, address validated, no open queries) by 14:00 CET on a business day. Orders received after this cut-off will be dispatched on the next business day.
(5) StartFill is not a carrier and is not party to the contract of carriage between the carrier and the client’s end customer. Claims for lost or damaged shipments must be submitted to the carrier. StartFill will reasonably assist in preparing carrier claims at the client’s request.
§ 11 — Returns Management
(1) StartFill processes returns in accordance with the procedures set out in the individual service agreement. In the absence of specific instructions, returns are processed as follows:
• A-grade (sealed, undamaged, resellable): restocked to original bin location
• B-grade (open or minor cosmetic damage, potentially resellable): held in quarantine bin; client notified within 24 hours with photos
• Scrap (damaged, contaminated, or otherwise unsaleable): held for a maximum of 30 days, then disposed of at the client’s expense unless collection is arranged
(2) A flat return processing fee per unit applies as set out in the price list. Additional refurbishment, repackaging, or disposal fees are charged separately.
(3) StartFill records the condition of each return with photographic evidence. These records are provided to the client with each weekly report.
(4) StartFill is not responsible for the client’s obligations to end customers under German consumer law (§§ 312 ff. BGB, 14-day right of withdrawal). The client remains solely responsible for managing end-customer return requests.
§ 12 — Import and Compliance Assistance
(1) Where agreed, StartFill may provide operational support for EU import logistics, including coordination of customs clearance agents and warehouse intake of duty-paid goods.
(2) StartFill does not provide legal, tax, customs brokerage, or regulatory compliance advice. Any such assistance is purely operational. Clients requiring advice on VAT (OSS/IOSS), customs classification, EORI registration, or product compliance must engage qualified advisors independently.
(3) StartFill may refer clients to trusted advisors in these fields but accepts no liability for advice given by third parties.
§ 13 — Fees, Payment Terms, and Long-Term Storage
(1) Fees are charged in accordance with the price list current at the time of service, or as individually agreed in the service agreement. StartFill reserves the right to adjust its price list with 30 days’ written notice.
(2) All invoices are due and payable within 14 calendar days of the invoice date without deduction. For new clients, payment in advance (Vorkasse) applies for the first 90 days of the contractual relationship.
(3) A minimum monthly fee of €59 (net) applies per active client account. This minimum is credited against actual service charges for the billing period.
(4) In the event of late payment, StartFill is entitled to charge interest at the statutory rate for business transactions pursuant to § 288 para. 2 BGB (currently: base rate of the European Central Bank + 8 percentage points per annum) from the due date, without the need for a prior reminder.
(5) A long-term storage surcharge of 50% of the applicable monthly storage rate applies to all inventory units that have been in storage for more than 180 consecutive days, calculated from the date of first putaway. StartFill will notify the client 30 days in advance of any units approaching the 180-day threshold.
(6) StartFill reserves the right to suspend services — including order fulfillment — if any invoice remains unpaid more than 14 days after the due date, provided 7 days’ prior written notice has been given to the client.
(7) Set-off by the client against StartFill’s claims is only permitted where the client’s counterclaim is undisputed or has been confirmed by final court judgment.
§ 14 — Right of Retention
(1) StartFill is entitled to retain goods in its possession (Zurückbehaltungsrecht) pursuant to § 369 HGB until all outstanding invoices, fees, and ancillary costs arising from the business relationship with the client are paid in full.
(2) The right of retention applies to all goods of the client in StartFill’s custody, regardless of whether outstanding invoices relate specifically to those goods.
(3) StartFill will notify the client in writing before exercising this right, specifying the amounts due and providing a payment deadline of no less than 7 business days.
§ 15 — Liability
(1) StartFill is liable without limitation for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) on the part of StartFill, its legal representatives, or vicarious agents.
(2) For damages caused by ordinary negligence (einfache Fahrlässigkeit), StartFill’s liability is limited as follows:
• For loss of or damage to goods in storage or in transit under StartFill’s custody: liability is limited to 8.33 Special Drawing Rights (SDR) per kilogram of gross weight of the goods lost or damaged, in accordance with the ADSp 2017 (Allgemeine Deutsche Spediteurbedingungen 2017), Section 23
• Per damage event: liability is capped at €100,000, and capped at €1,000,000 per calendar year across all events, unless a higher limit has been agreed in writing
• For breach of a material contractual obligation (Kardinalpflicht), liability is limited to the foreseeable, typically occurring damage
(3) Liability for indirect damages, loss of profit, and consequential damages is excluded to the maximum extent permitted by law.
(4) The above limitations do not apply to: (a) damages resulting in injury to life, body, or health; (b) fraudulent concealment of a defect; (c) liability under the Produkthaftungsgesetz (Product Liability Act); or (d) any other mandatory statutory liability.
(5) Claims by the client under this clause become time-barred 12 months after the date on which the client became aware, or should reasonably have become aware, of the damage-causing event.
§ 16 — Client’s Obligation to Insure
(1) The client is responsible for maintaining adequate insurance coverage for its goods stored with StartFill, including product liability insurance (Produkthaftpflichtversicherung) and all-risk goods-in-storage insurance (Warenversicherung) at replacement value.
(2) StartFill’s liability is expressly limited to the amounts set out in § 15. StartFill’s own warehouse liability insurance does not replace the client’s obligation to hold its own coverage.
(3) The client must provide evidence of valid insurance upon request by StartFill. Failure to maintain adequate insurance does not affect StartFill’s liability limitations under § 15.
§ 17 — Force Majeure
(1) StartFill is not liable for non-performance or delay in performance of its obligations caused by events beyond its reasonable control (“Force Majeure Events”), including but not limited to: acts of God, floods, storms, earthquakes, epidemic or pandemic declarations by public authorities, war, terrorism, strikes (other than by StartFill’s own employees), government actions, extended utility outages, or failures of key suppliers.
(2) StartFill will notify the client as soon as reasonably practicable upon becoming aware of a Force Majeure Event likely to affect service delivery, and will use reasonable efforts to mitigate the impact.
(3) If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected part of the contract by providing 14 days’ written notice, without liability to the other party.
§ 18 — Confidentiality
(1) Both parties undertake to keep strictly confidential all business, commercial, technical, and financial information obtained from the other party in the course of their business relationship (“Confidential Information”), and not to disclose it to third parties without the prior written consent of the disclosing party.
(2) This obligation does not apply to information that: (a) was already publicly known at the time of disclosure; (b) becomes public through no breach by the receiving party; (c) was independently developed by the receiving party; or (d) must be disclosed by mandatory law or court order, provided the disclosing party is notified promptly.
(3) The confidentiality obligation survives termination of the contract for a period of 3 years from the date of termination.
(4) StartFill may reference the client’s company name and logo as a reference client in marketing materials, unless the client objects in writing.
§ 19 — Data Protection (DSGVO/GDPR)
(1) In the course of fulfillment services, StartFill processes personal data of the client’s end customers (names, delivery addresses, order references) on behalf of the client as data processor (Auftragsverarbeiter) within the meaning of Art. 28 GDPR.
(2) A separate Data Processing Agreement (Auftragsverarbeitungsvertrag, “AVV”) in accordance with Art. 28 GDPR must be concluded between the parties before any personal data of end customers is transferred to or processed by StartFill. The commencement of fulfillment services is conditional upon a fully executed AVV. The AVV template is available for download at https://startfill.com/wp-content/uploads/2026/06/AVV.pdf or upon request at info@startfill.com.
(3) StartFill will process personal data solely in accordance with the client’s documented instructions and applicable data protection law (DSGVO, BDSG). StartFill will not use end-customer data for any purpose other than the performance of the agreed fulfillment services.
(4) StartFill takes appropriate technical and organizational measures (TOMs) to protect personal data against unauthorized access, loss, or destruction, in accordance with Art. 32 GDPR.
§ 20 — Term and Termination
(1) The contractual relationship commences upon contract formation as per § 2 and is concluded for an indefinite term unless a fixed minimum term is agreed in the individual service agreement.
(2) Either party may terminate the contract by giving 3 months’ written notice to the end of a calendar quarter (ordentliche Kündigung), unless a different notice period is agreed in the individual service agreement.
(3) Either party may terminate the contract immediately for cause (außerordentliche Kündigung) without notice where:
• The other party materially breaches these GTC and, where the breach is remediable, fails to remedy it within 14 days of written notice
• The other party becomes insolvent, files for insolvency proceedings, or ceases to trade
• The client stores prohibited goods (§ 6) without prior written consent
• The client fails to pay two or more consecutive invoices despite a formal reminder
(4) Upon termination, the client must collect all goods from StartFill’s warehouse within 30 calendar days. If goods are not collected within this period, StartFill may arrange and charge for their storage or disposal at the client’s expense.
(5) All termination notices must be given in writing (including email with read receipt).
§ 21 — Governing Law and Jurisdiction
(1) These GTC and all contracts concluded under them are governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of law rules.
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of StartFill, to the extent permitted by law.
(3) Should the client not have a general place of jurisdiction in Germany, or should the client relocate its domicile or usual place of residence outside Germany after conclusion of the contract, the registered office of StartFill shall be the exclusive place of jurisdiction.
§ 22 — Severability
(1) Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
(2) The same applies in the event of any gap in these GTC.