General Terms and Conditions

§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, legal entities under public law, and special funds under public law. Consumer contracts (§ 13 BGB) are excluded.

(3) Deviating, conflicting, or supplementary general terms of the client shall not become part of the contract, even if StartFill does not expressly object to them, unless StartFill has expressly agreed 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.

(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, as defined in the individual service agreement:

• 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 § 12)

(2) Services not listed above — including manufacturing, product filling, and chemical processing — are excluded unless agreed in a separate written addendum.

(3) StartFill may engage subcontractors. StartFill remains responsible for the proper performance of all subcontracted services.

§4 Client Responsibilities & Inbound Requirements

(1) The client is solely responsible for the legality of its products, their labeling, packaging, and any required registrations or authorizations.

(2) Prior to any inbound delivery, the client must provide:

• A complete 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, carton/pallet count, and SKU quantities
• Any special storage, handling, or hazard instructions
• Current LUCID/ZSVR registration number confirming dual-system participation (Verpackungsgesetz / VerpackG)

(3) StartFill is entitled to refuse or return inbound deliveries without a valid ASN, lacking required barcodes, or without a valid LUCID number. Costs from refused deliveries are 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). 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:

• Regulation (EC) No 1223/2009 (Cosmetics Regulation) — including valid EU Responsible Person (RP) registration in CPNP
• Regulation (EU) No 1169/2011 and LFGB for food and food-contact products
• Directive 2002/46/EC and NemV for food supplements
• Verpackungsgesetz (VerpackG) — LUCID registration and dual-system participation
• REACH Regulation (EC) No 1907/2006 for chemical substances
• Applicable German-language labeling requirements 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.

(3) StartFill reserves the right to inspect products at any time and to suspend handling 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 a separate written addendum:

• Goods classified as dangerous under ADR, 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, refrigerated pharmaceuticals)
• Narcotics, controlled substances, and illegal goods
• Goods subject to ElektroG (WEEE) — in Year 1 of operations
• Perishable fresh food with a shelf life of less than 30 days

(2) If prohibited goods are delivered 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 & Client Insolvency

(1) All goods stored by StartFill remain the property of the client. StartFill acts solely as warehouse operator (Lagerhalter) within the meaning of §§ 467–475h HGB and not as owner or co-owner of the stored goods.

(2) StartFill will 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 insolvency administrator
• The client's goods are excluded from StartFill's insolvency estate and may be separated at any time
• StartFill retains its right of retention (§ 14) 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 & 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 within 14 calendar days of the relevant inventory report. Claims based on later-reported discrepancies are excluded unless concealed by StartFill.

(3) StartFill performs rolling cycle counts covering at minimum 10% of active SKUs per week, with a full stock count at least once every 10 weeks. Ad-hoc counts are available at €40/hour (minimum 1 hour).

(4) A stock accuracy target of ≥ 99% (units in WMS vs. physical count) applies. Where this is not met, StartFill will investigate and report the root cause within 5 business days.

§9 Temperature-Controlled Storage

(1) StartFill offers temperature-controlled storage maintained within 15°C to 25°C ("Target Range") under normal operating conditions — suitable for cosmetics, supplements, candles, specialty foods, and chocolate.

(2) Temperature and humidity are monitored continuously via a calibrated IoT sensor. Records are retained for at least 12 months and are available to the client on request.

(3) In the event of a deviation outside the Target Range exceeding 30 minutes, StartFill will: notify the client via WhatsApp and email within 2 hours of the alert; document the deviation and corrective actions; provide a written incident report within 24 hours.

(4) StartFill is not liable for deviations caused by force majeure, utility outages, or equipment failures, provided commercially reasonable steps were taken to prevent and mitigate the deviation. All other liability is subject to § 15.

(5) Goods requiring refrigeration below 8°C or deep-freeze storage are classified as prohibited goods under § 6.

§10 Shipping & Carrier Services

(1) StartFill arranges shipment via DHL, DPD, GLS, or other carriers as agreed. Carrier selection is made based on client instructions, destination, and parcel characteristics.

(2) Shipping times are estimates and are not guaranteed. StartFill is not liable for delays caused by carriers, customs, strikes, or other events outside its direct control.

(4) Orders received in a fully processable state on a business day are dispatched within 1–2 business days. StartFill does not guarantee same-day dispatch.

(5) StartFill is not a carrier and is not party to the contract of carriage between the carrier and the end customer. Claims for lost or damaged shipments must be submitted to the carrier. StartFill will reasonably assist in preparing carrier claims on request.

§11 Returns Management

(1) StartFill processes returns per the individual service agreement. In the absence of specific instructions:

• A-grade (sealed, undamaged, resellable): restocked to original bin location
• B-grade (open or minor cosmetic damage): held in quarantine; client notified within 24 hours with photos
• Scrap (damaged, contaminated, or unsaleable): held for max 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, provided with each weekly report.

(4) StartFill is not responsible for the client's obligations to end customers under German consumer law (§§ 312 ff. BGB). The client remains solely responsible for managing end-customer return requests.

§12 Import & 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 but accepts no liability for advice given by third parties.

§13 Fees, Payment Terms & Long-Term Storage

(1) Fees are charged in accordance with the price list current at the time of service, or as individually agreed. 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.

(3) In the event of late payment, StartFill is entitled to charge interest at the statutory rate pursuant to § 288 para. 2 BGB (ECB base rate + 8 percentage points per annum) from the due date, without the need for a prior reminder.

(4) A long-term storage surcharge of 50% of the applicable monthly storage rate applies to inventory units in storage for more than 180 consecutive days from first putaway. StartFill will notify the client 30 days in advance of any units approaching this threshold.

(5) 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.

(6) Set-off by the client 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 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: liability is limited to 8.33 SDR per kilogram of gross weight, per ADSp 2017, Section 23
• Per damage event: capped at €100,000, and at €1,000,000 per calendar year, unless a higher limit is agreed in writing
• For breach of a material contractual obligation (Kardinalpflicht): 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) injury to life, body, or health; (b) fraudulent concealment of a defect; (c) liability under the Produkthaftungsgesetz; or (d) any other mandatory statutory liability.

(5) Claims 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 for its goods stored with StartFill, including product liability insurance and all-risk goods-in-storage insurance 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.

§17 Force Majeure

(1) StartFill is not liable for non-performance or delay caused by events beyond its reasonable control, including: acts of God, floods, storms, earthquakes, epidemic or pandemic declarations, 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, and not to disclose it to third parties without prior written consent.

(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.

(3) The confidentiality obligation survives termination of the contract for a period of 3 years.

(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 (AVV) must be concluded before any personal data is transferred to or processed by StartFill. The AVV template is available at startfill.com 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).

(4) StartFill takes appropriate technical and organizational measures (TOMs) to protect personal data against unauthorized access, loss, or destruction, per Art. 32 GDPR.

§20 Term & Termination

(1) The contractual relationship commences upon contract formation (§ 2) and is concluded for an indefinite term with no minimum term, unless a fixed minimum term is expressly agreed in the individual service agreement.

(2) Either party may terminate for convenience (ordentliche Kündigung) by giving 30 days' written notice to the end of a calendar month. No exit, cancellation, or penalty fee applies to ordinary termination.

(3) Either party may terminate immediately for cause (außerordentliche Kündigung) without notice where:

• The other party materially breaches these GTC and fails to remedy the breach 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 shall collect or instruct StartFill to ship out all remaining goods. At the client's request, StartFill will pick, pack, and dispatch remaining inventory at standard handling and outbound rates. Monthly storage continues until goods have left the warehouse. If goods are not collected or cleared within 30 calendar days of termination, StartFill may, after reasonable written notice, continue to charge storage and arrange disposal or liquidation to cover outstanding fees, at the client's expense.

(5) All termination notices must be given in writing (text form, including email).

§21 Governing Law & 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 is the registered office of StartFill, to the extent permitted by law.

(3) Where the client does not have a general place of jurisdiction in Germany, or relocates 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 original.

(2) The same applies in the event of any gap in these GTC.