SCOPE AND LEGAL BASIS

These general terms and conditions of business and transport (hereinafter referred to as “GTC”) apply exclusively and to all contracts and the general business relationship between Pakajo GmbH, Reichsbahnstraße 96, 22525 Hamburg, (hereinafter referred to as “Pakajo”) and their contractual partners (hereinafter “customer”, “client” or “contractual partner”; Pakajo and customer or contract partner hereinafter also called the “party (s)”) on the provision of individually contracted logistics services, including additional and ancillary services, and the operation of the platforms www.pakajo.world/ and https://media-sc.com/.

Pakajo expressly does not recognize the customer's general terms and conditions, including items not mentioned in these terms and conditions, unless Pakajo has expressly agreed to their validity in writing. Should the customer's terms and conditions regulate items to which the following terms and conditions are silent, only the relevant dispositive right and in no way any provision of the customer deviating from this applies. These terms and conditions apply even if Pakajo performs the service without reservation in the knowledge of the customer's terms and conditions that conflict with or deviate from these terms and conditions.

The application of the legal relationships between Pakajo and the customer is governed primarily by mandatory law, individual agreements and these terms and conditions.

These terms and conditions apply equally to consumers within the meaning of Section 13 BGB and to entrepreneurs within the meaning of Section 14 BGB, unless individual regulations are specified as applicable exclusively to one of the two groups. A consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed to either their commercial or independent professional activity (§ 13 BGB). An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity (Section 14 BGB).

SUBJECT OF THE CONTRACT AND SERVICES PROVIDED BY PAKAJO

Pakajo offers its customers (hereinafter also referred to as “client”) logistics services, in particular in the areas of warehouse logistics, shipping processing and related additional services.

As part of the contractual relationship, the client receives a user account for the platform, via which he can control the services. In addition, the client is able to connect their own online platforms and inventory management systems — subject to compatibility — with Pakajo's systems via API interfaces and automatically exchange orders. Once connected to the Pakajo systems, the client receives the address of a Pakajo warehouse and can deliver his goods there. After orders have been submitted by the client, Pakajo carries out the order placed by submitting the order. Details can be found in the service contract.

CONCLUSION OF CONTRACT, CONTRACTUAL RELATIONSHIP AND INFORMATION TO THE CUSTOMER

The service contract will be concluded by mutually signing the service agreement provided by Pakajo.

RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES

Pakajo only offers the services offered in the list of services at the prices stated there. The provision of different services must be agreed individually between the parties; there is no claim to the provision of different services. Pakajo is entitled to have its offered services carried out by subcontractors.

Pakajo is entitled, but not obliged, to check the client's individual orders. Pakajo is also entitled to reject individual orders for good cause; important reasons include in particular capacity bottlenecks, doubts as to the accuracy of the order and reasons attributable to force majeure.

The client provides Pakajo with all information necessary for the proper execution of the services to be provided and is solely responsible for the information provided. In particular but not exclusively, this includes information required for optimal capacity planning as well as information on the client's goods (e.g. with regard to dangerousness, dangerous goods classifications or their values) as well as information that Pakajo requests as part of order processing or on its website.

Furthermore, the client assures that the goods taken over are not subject to a ban on joint loading or combined storage and that the goods and packaging pose no risk to the environment, people and property, even in the event of damage.

The client will pack and label the goods to be stored securely for transport and storage and in accordance with the relevant legislation and the state of the art.

The client must check outsourced goods or goods that have been outsourced and/or shipped as part of order processing by Pakajo for freedom from damage. In addition, he must immediately forward reports of any damage to goods to Pakajo. If no immediate damage report is made, it is assumed that the property damage was not caused by Pakajo.

The client may issue instructions to Pakajo if Pakajo requests this — e.g. in the event of impediments to performance. If it is not possible to carry out an instruction, Pakajo will inform the client of this. If the execution of an instruction causes additional costs, the client is obliged to reimburse Pakajo. If it is not possible to obtain instructions, Pakajo will decide at its own due discretion.

PRICES AND PAYMENT

The client is obliged to pay Pakajo the agreed remuneration. Invoices payable immediately upon receipt by the client without deductions. Unless otherwise agreed, payment is made by bank transfer or PayPal.

The agreed remuneration is based on the price list valid at the time of invoicing. Unless otherwise stated, the prices in the price list exclude sales tax.

Unless otherwise agreed, fulfillment services provided will be invoiced approximately on the 5th day of a month retroactively for the previous calendar month. Shipping services provided are invoiced every 10 days.

If the payment obligation exists for a longer period than the billing period, fees for this period will be calculated on a pro rata basis. If the contractual relationship is terminated during a billing period, fees already paid for that period will not be refunded. If the basis for calculating charges is a specific number of transactions in a specific period of time (e.g. shipments per month), the corresponding assessment period of the previous month is initially used as a basis for billing and is subsequently adjusted to actual circumstances.

Pakajo reserves the right to adjust the valid price list for fulfillment services. Pakajo will inform the client of this at least one month in advance. Within this period, the client may object to the price increase or cancel the contract, otherwise it is considered approved. In the event of an objection, Pakajo may exceptionally terminate the contractual relationship with 30 days to the end of the month. Parcel service surcharges (for example every year during peak season) are passed on to the client at short notice at any time. In addition to the agreed fee, the customer reimburses Pakajo all costs that Pakajo or the postal companies or parcel services may incur in the interest of the customer and may deem necessary under the circumstances (Section 420 (1) HGB) (return costs, duties, storage fees, etc.). In this respect, the customer fully indemnifies Pakajo from all applicable third-party claims upon first request. Furthermore, the customer is obliged to reimburse the costs arising from storage, return or other special treatment of his transport item. All of these costs are due immediately upon request by Pakajo.

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CONFIDENTIALITY

Both parties will keep all information they receive under this contractual relationship strictly confidential. This does not apply to information that is publicly available or is not in need of protection when viewed objectively.
Confidentiality continues after termination of the contract.

LIABILITY AND INDEMNIFICATION

As part of operational insurance, Pakajo is liable for damage caused intentionally or through gross negligence by Pakajo, its legal representatives, managers or other vicarious agents.

Pakajo is liable for damage caused by slight negligence as a result of the breach of essential contractual obligations by Pakajo, its legal representatives or vicarious agents, limited to the damage typically foreseeable by the contracting parties at the time the contract is concluded. Significant contractual obligations are obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on whose fulfilment the client may rely.

Insofar as Pakajo's liability is excluded or limited, this also applies to any personal liability of Pakajo's employees, representatives or vicarious agents.

On first request, the client releases Pakajo, its employees, organs and affiliated companies (hereinafter “Exempted Persons”) from all claims made by third parties against exempted persons arising from and in connection with an alleged infringement of rights committed by the client, in particular those relating to the duties and obligations of the client in accordance with § 4. The same applies to legal defense costs such as reasonable attorney fees.

CONTRACT DURATION AND TERMINATION

The contractual relationship is concluded for an indefinite period of time. Unless otherwise agreed, the parties may terminate the contractual relationship with a notice period of one month to the end of the month by notifying the other party. The right to cancel for good cause remains unaffected by the provisions of this section. The notice of termination must be in writing. After termination of the contract, the client's data will be irrevocably deleted, provided that there are no legal storage requirements.

In the event of termination of the contract, Pakajo is entitled to demand appropriate advance payments for the expected remuneration for the last two billing periods of the contract period and to make the surrender of the stored goods by the client dependent on their payment before the month of performance.

PERFORMANCE-BASED REGULATIONS

In addition, the current version of ADSp 2017 applies, provided that they do not contradict the provisions of these terms and conditions.

The client must transport and unload the goods to be stored up to the ramp of the location, which has been notified to him by Pakajo.

Pakajo is responsible for the independent and responsible administration of the warehouse from unloading the goods, through storage and transfer to a carrier. Pakajo can store the customer's goods in its own or foreign warehouse of its choice. Pakajo will inform the client about the storage location.

Pakajo checks the incoming goods for obvious, externally visible damage to the packaging and completeness of the delivered units. A receipt issued to the delivering suppliers for receipt of the goods relates exclusively to the number of units delivered and in no way confirms the completeness or integrity of the content of the units. No further inspection is required.

Minimum or plus quantities, which are determined at the level to which the input count is based on an inventory, are calculated in terms of value at the proven amount of the net purchase value of the goods. In the event of loss damage revealed by inventories, any excess inventory from previous inventories must be reduced before shortages.
If compensation has already been made, Pakajo can file a claim for reimbursement if the shortfall is offset by excess inventory within 12 months. If there is a positive value after offsetting the plus quantities against the minus quantities, this is carried forward to the following financial year.
An inventory difference of 1% of the inventory value at the time of inventory of the client's goods is agreed as a discrepancy between the parties and is not settled.

Expenses incurred in connection with the outsourcing of the goods stored by the client are — unless otherwise agreed — billed on an hourly basis at the rates for special services.

Unless expressly agreed or ordered, Pakajo will commission a logistics service provider of its choice to transport or ship the client's goods.
The risk of accidental loss of the client's goods — unless there are mandatory legal regulations to the contrary — is borne by the client in the relationship between Pakajo and client from the time they are handed over to the logistics service provider.
If shipping abroad is only possible if the customer's goods are cleared by customs, the order for shipment includes customs clearance. Pakajo may charge the client additional costs for this.

connection of shop systems and use of interfaces

The client must keep the access data provided to him confidential.
The client himself is responsible for connecting his systems to the Pakajo interfaces (integration).
The client is responsible for all activities carried out using his user account. If the client is not responsible for the misuse of his password because there has been no violation of existing due diligence obligations, the client is not liable. The client is free to prove that he is not responsible for the misuse of his password.
Furthermore, the client is responsible for activities, loss and accuracy of data via the Pakajo interfaces made available to him (e.g. triggering orders via the shop connections).

If the client becomes aware of the misuse of the platform or the Pakajo interfaces, he is obliged to inform Pakajo of this immediately. In these cases, Pakajo is entitled to block access to the platform until there is no longer a threat of further misuse in consultation with the client. The same applies if Pakajo becomes aware of misuse of the platform without the involvement of the client. In these cases, Pakajo will immediately inform the client.

OBSTACLES TO PERFORMANCE AND FORCE MAJEURE

Performance barriers that are not attributable to Pakajo's risk area exempt Pakajo from obligations that have become impossible to fulfill, for the period of their duration.

Obstacles to performance include force majeure (e.g. storms, floods, storms), strikes and lockouts, unrest, acts of war or terrorism, official measures and other unforeseeable, unavoidable and serious events.

If there is an impediment to performance, Pakajo shall inform the client of the expected duration of the impediment to performance and will endeavour to keep the effects on the other party as low as possible within the limits of what is economically reasonable.

OTHER REGULATIONS

A right of retention can only be asserted by the client due to counterclaims arising from this contractual relationship.

The contracting parties can only offset claims that have been legally established or are undisputed and are related to this contractual relationship.

Additional agreements or additions which have not been expressly permitted in these terms and conditions or result from the price list, as well as the removal of this formal requirement, must be made in writing.
Should individual provisions of the party agreements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties agree to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreements.

The place of fulfilment is the storage location notified to the client.

The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG). In the case of a multilingual version of this contract, only the German text is decisive for the legal effects.

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