Use of the marketplace and sales to business customers
General Terms and Conditions
These terms govern the use of the shukchok marketplace and all contracts for the supply of goods concluded through it. Your contracting party is EazyClean Technologies GmbH.
Sec. 1Scope and contracting party
- 1.1shukchok is a brand of EazyClean Technologies GmbH (“we”). Depending on the goods we act towards the customer either as seller or as intermediary. Which role applies to a line item is stated on the product page, in the cart and on the document; Sec. 2 sets out the detail.
- 1.2These terms apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), to legal entities under public law and to public-law special funds. We do not sell to consumers.
- 1.3On registering and with every order the customer declares that they are acting in the exercise of their commercial or independent professional activity. Stating the company and, where available, the VAT identification number is a condition of concluding the contract. We may rely on that declaration being correct, and the customer is bound by it.
- 1.4General terms of the customer that deviate from, conflict with or supplement these terms do not become part of the contract, even if we are aware of them and do not expressly object. This applies also where we deliver without reservation while aware of them.
- 1.5These terms, in the version applicable when the contract is concluded, also govern all future dealings with the same customer without us having to refer to them again in each individual case.
Sec. 2Role of the marketplace, suppliers and product information
- 2.1The marketplace carries our own goods and goods of suppliers. For our own goods we are the seller; the contract of sale comes into existence with us. For supplier goods we act as intermediary; the contract of sale comes into existence between the customer and the respective supplier.
- 2.2The role is stated for each line item. For intermediated goods we name the supplier with company name and address, together with the supplier’s legal notice under section 5 of the German Digital Services Act (DDG), before the order is placed. Without that information the line item is not treated as intermediated.
- 2.3As intermediary we provide the introduction, the handling of the ordering process and the collection of payment for the account of the supplier. We issue the invoice for intermediated goods in the name and for the account of the supplier (section 14 (2) sentence 4 of the German VAT Act); the supplier is the person making the supply. Where an order contains both our own and intermediated goods, several invoices arise accordingly.
- 2.4For intermediated goods, those clauses of these terms that presuppose our position as seller do not apply — in particular Sec. 9 and Sec. 10. The customer’s rights against the supplier take their place. Our own obligations arising from the intermediation and Sec. 11 remain unaffected.
- 2.5Product information — descriptions, images, technical data, dimensions, certificates, condition statements — originates from the suppliers and manufacturers. We check it automatically for completeness and plausibility, not case by case for factual accuracy. Where the goods delivered deviate from such information, a defect exists; the customer’s rights follow Sec. 10.
- 2.6Manufacturer and supplier are stated on the product page. That information serves to identify the origin of the goods and does not change who the contracting party is.
- 2.7Responsibility for the manufacturer and safety information required by law lies with whoever places the goods on the market: the supplier for intermediated goods, us for our own goods. We display the information provided to us for that purpose and request it where it is prescribed for the goods in question. Which information is required depends on the type of goods.
- 2.8An order may contain goods from several suppliers. It is then delivered in several shipments, each with its own delivery time and, where applicable, its own place of dispatch. The shipping costs stated on the document cover all shipments of the order.
- 2.9Availability information is based on suppliers’ stock and may change up to the conclusion of the contract. If goods are unavailable after the contract has been concluded, we will inform the customer without delay and refund any amounts already paid in full.
- 2.10Terms may differ by supplier — delivery time, Incoterms rule, payment terms, place of dispatch. What governs is what the quotation or order confirmation states for the respective line item.
- 2.11We publish product reviews only from customers who purchased the reviewed item via the marketplace; the match is made automatically through the customer account. We do not pay for reviews and do not delete a review because it is unfavourable.
Sec. 3Customer account
- 3.1A customer account is required in order to place an order. The customer must provide the information requested on registration completely and correctly and keep it up to date without delay. This applies in particular to company name, address, VAT identification number and invoice recipient.
- 3.2There is no entitlement to the creation of an account. We may refuse a registration without giving reasons.
- 3.3Access credentials must be kept confidential and must not be passed on to third parties. The customer must notify us without delay if there are indications that their account is being misused. The customer is liable for orders placed via their account until they have reported the misuse.
- 3.4Where the customer creates further users within their own organisation, the acts of those users are treated as the customer’s own. The customer ensures that those users comply with these terms.
- 3.5We may suspend an account where there is reasonable suspicion of incorrect information, misuse, breach of Sec. 4 or default of payment. We will notify the suspension and lift it as soon as the reason no longer applies. Contracts already concluded remain unaffected.
- 3.6Either party may terminate the account at any time without notice period. Ongoing contracts are performed on the terms agreed. Retention obligations under section 147 of the German Fiscal Code (AO) and section 257 HGB remain unaffected.
Sec. 4Permitted use of the marketplace
- 4.1The marketplace may be used to procure goods for the customer’s own business operations and for resale in the ordinary course of business.
- 4.2Extracting content, prices and stock levels by automated means, and using that data in the user’s own or third-party catalogues, comparison sites and procurement portals, is permitted provided that the possibility of purchasing via the marketplace is clearly indicated. That reference must attribute the goods to the marketplace and, where the medium allows links, link to the respective product page.
- 4.3What remains prohibited is use without that reference, presenting the goods as the user’s own offer, circumventing technical access restrictions, and methods that impair the operation of the marketplace — in particular requests at a frequency exceeding what maintaining a catalogue requires.
- 4.4Clause 4.2 is a revocable permission, not a waiver of rights. The marketplace databases remain protected under sections 87a et seq. of the German Copyright Act (UrhG). We may revoke the permission in an individual case where the reference is missing, incorrect or not corrected upon request.
- 4.5Access via interfaces is permitted only under an express agreement and to the extent set out in it. We may limit, delay or reject requests in order to safeguard operations.
- 4.6In the event of a breach of this section we may suspend access. Further claims remain unaffected.
Sec. 5Customer content
- 5.1Where the customer submits content — reviews, questions, answers, images, files — they grant us the right, unlimited in territory and time, free of charge and transferable, to reproduce, adapt and make that content publicly available in connection with the marketplace, including use in extracts and in promoting the marketplace.
- 5.2The customer warrants that they hold the necessary rights and that no third-party rights are infringed. The customer indemnifies us against third-party claims based on a breach of that warranty, including reasonable costs of legal defence.
- 5.3We may remove content that is unlawful, breaches these terms or evidently does not rest on the author’s own experience. There is no obligation to review submitted content before publication.
- 5.4Reviews may relate only to goods the customer obtained via the marketplace. We neither accept nor provide consideration for reviews.
Sec. 6Offers and conclusion of contract
- 6.1The presentation of goods on the marketplace is not a binding offer but an invitation to place an order.
- 6.2By submitting an order the customer makes a binding offer. The contract comes into existence when we expressly accept the order or dispatch the goods. An automatic acknowledgement of receipt is not an acceptance.
- 6.3Quotations issued by us are without engagement unless expressly designated as binding. A validity period stated on a quotation is the period within which we are prepared to conclude a contract on the stated terms; it is not a binding offer within the meaning of section 145 BGB.
- 6.4Technical data, dimensions, weights, illustrations and performance figures describe the goods without constituting a guarantee or a warranty of any particular characteristic. Deviations customary in the trade and changes resulting from improvements by the manufacturer are reserved, provided fitness for the contractually intended purpose is not impaired.
- 6.5Manifest errors in price or description entitle us to avoid the contract. We will inform the customer without delay and refund any amounts already paid in full.
Sec. 7Prices and payment
- 7.1The prices stated when the contract is concluded apply. Prices are exclusive of statutory value added tax and exclusive of shipping costs unless the document states otherwise.
- 7.2For intra-Community supplies to an entrepreneur holding a valid VAT identification number issued by another Member State we do not charge value added tax (section 4 no. 1 letter b in conjunction with section 6a of the German VAT Act, UStG). The customer must state their number correctly and notify us of any change without delay. If the number proves incorrect or invalid, we may charge the tax subsequently.
- 7.3Payment is due without deduction within ten days of the invoice date unless agreed otherwise. We may require payment in advance, in particular for first orders, custom-made items and deliveries abroad.
- 7.4If the customer is in default of payment, default interest of nine percentage points above the base rate plus a flat fee of 40 euros is payable (section 288 (2) and (5) BGB). Any further loss caused by the delay remains recoverable.
- 7.5The customer may set off only against counterclaims that are undisputed or have been finally determined by a court. A right of retention is available only in respect of counterclaims arising from the same contractual relationship.
- 7.6If after conclusion of the contract it becomes apparent that our claim to payment is at risk through the customer’s lack of capacity to perform, we may make outstanding deliveries conditional on advance payment or security (section 321 BGB).
Sec. 8Delivery, delivery times and passing of risk
- 8.1Statements as to delivery time are non-binding unless expressly designated as binding. They are subject to us being supplied in good time.
- 8.2Agreed delivery terms follow Incoterms® 2020 in the rule stated on the quotation or invoice. Where no rule is stated, the rule under clause 8.3 applies. The place of dispatch may be a supplier’s warehouse; it is stated on the document.
- 8.3For deliveries within the customs territory of the European Union, DAP (Delivered at Place) applies. For deliveries across the customs border, DDP (Delivered Duty Paid) applies where that delivery term is stated on the item: customs duties and import taxes are then collected during the order process and are included in the total shown, and to that extent the carrier will not charge anything on delivery. Where DDP is not stated for an item — for instance because we lack the details required for the customs declaration, or because the destination country does not permit delivered duty paid — DAP applies, and customs duties and import taxes are then levied on the recipient in the destination country. The clause stated during the order process governs.
- 8.4The amount of customs duties and import taxes is determined during the order process on the basis of tariff classification, country of origin, value of the goods and country of destination. The amount shown during the order process is decisive. Subsequent changes to duty rates, trade measures or exchange rates are at our expense and do not entitle the customer to make further claims; where customs clearance results in a lower amount, there is no claim to a refund of the difference.
- 8.5Clause 8.3 does not apply where the customer declares import charges itself under its own authorisation, a customs procedure or an exemption, or where a different rule is stated on the document. In those cases the customer bears the import charges and indemnifies us against any claim.
- 8.6If the customer refuses acceptance or refuses to cooperate in customs clearance, it bears the resulting costs, including demurrage, return carriage and renewed import charges. Import charges already paid are not refunded to the extent that a refund cannot be obtained from the customs authority of the country of destination.
- 8.7The customer warrants that no export or import restrictions prevent importation and that it is entitled to import the goods. We are entitled not to perform orders where export control, customs or sanctions law stands in the way; in that case there is no claim to delivery.
- 8.8Where the goods are dispatched, the risk of accidental loss and accidental deterioration passes to the customer upon handover of the goods to the forwarder, carrier or other person designated to carry out the shipment (section 447 BGB).
- 8.9Partial deliveries are permitted where reasonable for the customer. They may be invoiced separately. For goods from several suppliers, partial delivery is the normal case.
- 8.10If delivery becomes impossible or substantially more difficult through circumstances for which we are not responsible — in particular force majeure, industrial action, official measures, shortage of energy or raw materials, transport disruption or failure of suppliers — the delivery time is extended by the duration of the impediment. If it lasts longer than three months, either party may withdraw from the contract.
- 8.11For freight goods the customer must provide suitable access, an unloading point and, where necessary, lifting equipment and assisting personnel. Additional costs arising from a failed delivery attempt are borne by the customer where they result from circumstances within the customer’s responsibility.
Sec. 9Retention of title
- 9.1Until all claims arising from the business relationship have been paid in full, the goods remain the property of us or of our own supplier (goods subject to retention of title). Which of the two holds title depends on whether a retention of title of our supplier still exists at the time of delivery. For the customer this makes no difference: they do not acquire title in any event before payment in full.
- 9.2Suppliers dispatch goods directly to the customer in some cases. This changes neither clause 1.1 — we remain the contracting party — nor the retention of title under clause 9.1.
- 9.3Upon payment in full we transfer title to the customer. Where the goods are at that point still subject to the retention of title of our own supplier, we transfer our expectant right to the customer; title passes to them as soon as our supplier’s retention lapses. We will work towards this happening without delay.
- 9.4The customer may resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us the claims arising from such resale up to the amount of our outstanding claim; we accept the assignment. The customer remains entitled to collect those claims for as long as they meet their payment obligations.
- 9.5If third parties seize goods subject to retention of title, the customer must inform us without delay and point out our ownership.
- 9.6If the value of the security exceeds our claims by more than twenty per cent, we will release security of our choice at the customer’s request.
Sec. 10Duty to examine and claims for defects
- 10.1This section applies to goods we supply as seller. For intermediated goods, claims for defects lie against the supplier (Sec. 2.1, Sec. 2.4). We forward a notice of defect to the supplier without delay and assist with the handling, but we do not assume the supplier’s warranty.
- 10.2The customer must examine the goods without delay upon receipt and notify us in writing of apparent defects without delay, and of hidden defects without delay after discovery (section 377 HGB). Failing such notice the goods are deemed approved.
- 10.3Transport damage must additionally be documented towards the carrier. Confirming receipt without reservation may exclude claims against the carrier.
- 10.4In the event of a defect we will, at our option, remedy the defect or supply goods free of defects. Only if such subsequent performance has failed may the customer reduce the price or withdraw from the contract.
- 10.5Claims for defects become time-barred twelve months after delivery. The statutory periods remain unaffected in cases of fraudulent concealment, injury to life, body or health, gross fault, claims under the German Product Liability Act, and recourse within the supply chain (section 445a BGB).
- 10.6For used goods, claims for defects are excluded except where clause 10.4, second sentence, applies. The condition of the goods is set out in the description of the respective item.
- 10.7A manufacturer’s guarantee exists independently of these claims and on the manufacturer’s terms. It does not restrict the customer’s rights against us.
Sec. 11Liability
- 11.1We are liable without limitation for intent and gross negligence, for injury to life, body or health, where we have assumed a guarantee, and under the German Product Liability Act.
- 11.2In cases of simple negligence we are liable only for breach of a material contractual obligation and limited to the foreseeable loss typical for this type of contract at the time the contract was concluded. An obligation is material if its performance is what makes achieving the purpose of the contract possible and on whose observance the customer was entitled to rely.
- 11.3Any further liability is excluded. The above limitations also apply in favour of our legal representatives, employees and subcontractors.
- 11.4For content submitted by suppliers or other customers we are liable under the statutory provisions. There is no obligation to monitor submitted content before publication.
Sec. 12Availability of the marketplace
- 12.1We endeavour to keep the marketplace running with as little disruption as possible but do not owe uninterrupted availability. Maintenance, further development, disruption at upstream providers and events of force majeure may cause interruptions.
- 12.2We may change, extend or discontinue functions provided this does not impair the purpose of contracts already concluded.
- 12.3An interruption does not affect existing contracts. Where an order cannot be performed because of a disruption, Sec. 8.5 applies.
Sec. 13Data protection
- 13.1For order handling we process the details the customer provides on registration, when ordering and in the customer account. Which data these are, for what purpose and how long we process them, what rights the customer has, and which rules govern tracking and consent are set out in the privacy policy. It does not form part of these terms: accepting them grants no data protection consent, and the choice of law under clause 15.1 does not extend to it.
Sec. 14Changes to these terms
- 14.1We may change these terms for future contracts. A contract already concluded is governed by the version in force when it was concluded.
- 14.2We will point out a change before the next order. Anyone who does not wish to accept the amended version simply does not order and may terminate their account under clause 3.6.
Sec. 15Governing law, jurisdiction, language
- 15.1German law applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
- 15.2The exclusive place of jurisdiction for all disputes arising from the business relationship is Recklinghausen, Germany. We remain entitled to bring proceedings at the customer’s general place of jurisdiction.
- 15.3These terms exist in a German and an English version. Both are of equal standing; the version in the language in which the contract was concluded governs that contract.
- 15.4Should any provision be invalid, the validity of the remaining provisions is unaffected.