General Terms and Conditions

1. Subject, scope of application

1.1. The subject of these general terms and conditions (hereinafter "GTC") is the use of the brokerage service www.suplify.net (hereinafter "platform"). The platform is operated by Schloßmann, Luca & Flöder, Maximilian GbR, represented by the partners Luca Schloßmann and Maximilian Flöder, Paul-Brandi-Straße 6, 45149 Essen, Germany (hereinafter "we" or "us").

1.2. Key functionalities of the platform and definitions:

1.2.1. On the platform, providers such as textile manufacturers (hereinafter referred to as "providers") can register in a business directory and/or place advertisements. Such advertisements and/or entries in the business directory on the platform are referred to as "advertisements".

1.2.2. Those interested in the goods advertised on the platform, such as fashion brands or fashion retailers (hereinafter referred to as "interested parties") can also post entries in the industry directory on the platform. You can also contact the providers using the inquiry forms provided on the platform. Entries by interested parties in the industry directory on the platform as well as their messages, reviews or other content that they post on the platform are referred to as "user contributions".

1.2.3. In addition to manufacturers (textile and clothing manufacturers), designers and tech pack creators as well as suppliers of packaging and accessories who offer their services on the platform are also considered providers.

1.2.4. In particular, the platform offers a manufacturer directory with profiles and reviews, inquiry forms, public requests for quotation (RFQs), a chat with file exchange, a catalogue of private label products and, for participating providers, a dashboard for reporting and billing brokered orders (commission dashboard).

1.3. Placing advertisements on the platform is subject to a fee, if agreed. Other use of the platform is free of charge. By way of derogation, providers participating in the commission model owe a commission for brokered orders in accordance with section 13.

1.4. Our offers and services are subject exclusively to these General Terms and Conditions. Terms and conditions of the user that differ from and/or go beyond these Terms and Conditions do not become part of the contract.

1.5. Our services are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), in particular fashion brands (including founders who use the platform to build a business) as well as manufacturers and other providers. Consumers within the meaning of Section 13 BGB are excluded from use. We are entitled to request proof of entrepreneurial status.

1.6. We provide the platform as an intermediary. Contracts for the development, sampling or production of goods are concluded exclusively between interested parties and providers; we do not become a contracting party. We are not responsible for the performance of these contracts, in particular for quality, delivery dates, payments and the accuracy of users' information. The "verified" label refers exclusively to our review of the provider's information at the time it was awarded and does not constitute any assurance of quality, ability to deliver or reliability.

2. Conclusion of contract, contract language

2.1. Conclusion of contract for paid services:

2.1.1. Only when you order our service (e.g. advertising) is a binding offer to conclude a corresponding contract. To place an order, go through the ordering process on the website and enter the information requested there. Before sending the order, you have the opportunity to check all order data again and correct it if necessary. Only when you send the order do you make a binding offer to us to conclude a contract.

2.1.2. We can accept your offer within five days by

• sending an order confirmation by post, fax or email, or
• requesting payment

; the time at which you receive our order confirmation or request for payment is decisive for compliance with the deadline.

2.2. Conclusion of contract for free services:

2.2.1. The provision of the website does not constitute a binding offer to conclude a corresponding user contract. A binding offer is only made when the user sends us his registration request and/or a booking via the website. We may accept this offer by confirming the user's registration or booking by sending a registration or booking confirmation by email or by having user contributions posted on the platform.

2.3. Contract language:

2.3.1. The contract language is German.

2.3.2. Insofar as we also provide these GTC in other languages, these versions are for information purposes only. The German version is authoritative.

3. Storage of the contract provisions

3.1.1. We store the contract provisions, i.e. the booking data or order data or registration data and these General Terms and Conditions. You can print out or save the contract provisions by using the usual functionality of your browser (usually "Print" or "File" > "Save as"). The booking data or order data or registration data are included in the overview that is displayed in the last step of the booking or order or registration. In the case of paid contracts, the contract provisions including the General Terms and Conditions are also included in the email with the order confirmation that we send you if your order is accepted.

4. User account (registration)

4.1. When registering a user account, correct and complete information must be provided. Third-party data may not be used without their consent.

4.2. Multiple registrations are not permitted.

4.3. You are obliged to treat your access data, such as your password, as confidential, not to make it available to third parties, and to inform us immediately in the event of loss or unauthorized use of your access data.

5. Remuneration

5.1. The provider pays the fees for the services he has chosen in accordance with our price list or other price list valid at the time of conclusion of the contract.

5.2. If we increase prices in general, we are entitled to increase the prices covered by the contract in the same way. However, the first change to the prices covered by the contract may not take place before 6 months have elapsed and the last price change may not have occurred less than 6 months ago. In addition, the price change must be within the limits of reasonable discretion (Section 315 Paragraph 3 of the German Civil Code).

5.3. Providers participating in the commission model additionally owe a commission for brokered orders in accordance with section 13.

5.4. Our invoices are due for payment without deduction within 14 days of receipt. All amounts are in euros plus statutory VAT, where applicable; as long as we apply the small business regulation under Section 19 of the German VAT Act (UStG), no VAT is charged.

6. Requirements for advertisements

6.1. Accuracy and timeliness: You must keep your advertisements accurate and up-to-date at all times.

6.2. Hyperlinks: If your advertisements contain hyperlinks, you must ensure the technical availability of the target page and the legality of the content of the target page and the environment of the target page.

6.3. Compliance with applicable laws: You must ensure that your advertisements do not violate any relevant legal provisions. These include, for example, the prohibition of unfair, misleading or otherwise anti-competitive advertising under the UWG, the Price Indication Ordinance or criminal law provisions.

6.4. No violation of third-party rights: Your advertisement must not violate third-party industrial property rights or intellectual property rights such as name rights, trademark rights (trademarks, designs) or copyrights. The provider assures us that he can freely dispose of the rights to the content of his advertisement required for the placement of his advertisement and that the rights of third parties do not conflict with them.

6.5. Legal notice requirement: The provider must ensure that any advertisements he has placed on the platform contain a legal notice, unless the advertisement is exclusively for private or family purposes and has no impact on the market. A clearly visible, recognizable and meaningfully labeled (e.g. "Imprint") link to an imprint of the provider available elsewhere is sufficient. The imprint must comply with the imprint requirement in accordance with Section 5 of the German Digital Services Act (DDG).

7. Requirements for user contributions

7.1. Only lawful user contributions (directory entries, messages, reviews, etc.) may be communicated on or via the platform. In particular, the user contributions and/or their posting on the platform must not violate any third-party rights (e.g. name, trademark, copyright, data protection, personal rights, etc.). The user assures us that he can freely dispose of the necessary rights to post his user contributions on the platform and that they do not conflict with the rights of third parties.

7.2. The user contributions, whether in images or text, must not contain any depictions of violence and must not be sexually offensive. They must not contain any discriminatory, offensive, racist, defamatory or otherwise illegal or immoral statements or representations

7.3. Reviews given about providers must not contain any inaccurate factual statements or defamatory criticism and must not violate personal rights.

7.4. Inquiries, requests for quotation (RFQs) and chat messages must relate to a serious business project and contain truthful information. Unsolicited advertising, mass inquiries and poaching users for competing platforms are not permitted. Providers are not obliged to respond to inquiries or RFQs.

7.5. Providers undertake to treat tech packs, designs, sketches and other documents they receive via the platform confidentially and to use them exclusively for reviewing and carrying out the respective order. However, we cannot guarantee confidential treatment by third parties; interested parties decide for themselves which documents they share.

7.6. By posting content (e.g. logos, photos, catalogues, product data, profile texts), you grant us the simple, free, territorially unrestricted right, limited in time to the duration of the posting, to make this content publicly accessible on the platform, to adapt it technically for display (e.g. to reduce its size) and to use it to promote your profile and the platform, for example in manufacturer lists, search engines, newsletters and social networks.

8. Blocking of ads

8.1. We are permitted to block ads immediately if there are indications that these or, if applicable, a target page to which the ads redirect, or the environment of the target page, are illegal or violate the rights of third parties. For these purposes, an indication of illegality or violation of law is, among other things, if third parties take measures of any kind against us or against you and base these measures on the allegation of illegality and/or violation of law. The interruption of the connection must be lifted as soon as the suspicion of illegality or violation of law has been dispelled.

8.2. We will inform you immediately if advertisements are blocked and request that you clear up the allegation within a reasonable period of time. If the period of time expires without result, we have the right to terminate the contract immediately.

9. Blocking of user contributions

9.1. We are entitled to block and/or delete user contributions at any time, provided that this does not conflict with your right to freedom of expression.

10. Claims for defects (warranty)

10.1. If and to the extent that a warranty liability under a work contract is applicable in an individual case, the claims specified in Section 634 No. 1, 2 and 4 of the German Civil Code expire within one year after acceptance for a work whose success consists in the manufacture, maintenance or modification of an item or in the provision of planning or monitoring services for this. Excluded from this are claims for damages by the customer that are aimed at compensation for physical injury or damage to health due to a defect for which we are responsible or are due to gross negligence on our part or on the part of our vicarious agents; the statutory limitation period applies to these claims.

10.2. The exception is the case in which we have fraudulently concealed the defect. In this case, the statutory limitation period applies.

11. Exclusions and limitations of liability

The following applies to our liability for damages:

11.1. In the case of intent and gross negligence, including that of our vicarious agents, we are liable in accordance with the statutory provisions. The same applies to negligently caused damage resulting from injury to life, body or health.

11.2. In the case of negligently caused material damage and financial loss, we are only liable in the event of a breach of a material contractual obligation, but the amount is limited to the damage that was foreseeable at the time the contract was concluded and was typical for the contract; material contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner can regularly rely. Further statutory exclusions and limitations of liability remain unaffected.

11.3. In all other respects, liability on our part is excluded, regardless of the legal basis.

11.4. The exclusions and limitations of liability in the above paragraphs (1) to (3) also apply mutatis mutandis to our vicarious agents.

11.5. Liability due to the assumption of a guarantee or under the Product Liability Act remains unaffected by the exclusions and limitations of liability in the above paragraphs (1) to (4).

12. Information on restrictions in relation to user information

12.1. In addition to the provisions made elsewhere in these General Terms and Conditions, we provide the following information:

12.1.1. Providers have access to the data that interested parties send them via inquiries, RFQs, chat messages and reviews, as well as to their own profile and order data in the commission dashboard. Interested parties have access to the content they have posted and the messages in their chats. Users do not have access to data of other users or to aggregated usage statistics of the platform unless we offer this separately.

12.1.2. We have access to all data that users provide or that is generated when using the platform and use it to operate, improve and promote the platform and for billing, in each case in accordance with our privacy policy. We only pass this data on to third parties as described there. After the end of the contract, we delete the data unless there are statutory retention obligations; on request, we will provide you with your profile content beforehand.

13. Commission for brokered orders

13.1. This section applies to providers participating in the commission model (activation of the commission dashboard or separate agreement).

13.2. A brokered customer is an interested party who first came into contact with the provider via the platform, e.g. via an inquiry, an RFQ, the chat, the contact details in the profile or a referral by us.

13.3. All orders of the provider with a brokered customer are subject to commission, including samples, sample revisions, bulk orders and follow-up orders placed within 24 months of the first contact via the platform. This also applies if the order is processed outside the platform.

13.4. The commission amounts to 5% of the net order value (excluding VAT and shipping costs), unless otherwise agreed individually. The order value agreed with the customer is decisive. The commission arises when the customer places the order; if an order is demonstrably cancelled or reduced in value before it is executed, we will adjust the commission accordingly.

13.5. The provider reports every order subject to commission within 14 days of the order being placed in the commission dashboard with the information requested there (in particular the customer's name, project, order type, order value and expected delivery date) and uploads an order or invoice document, if available. The customer's email address is optional.

13.6. We invoice the commission after it has been reported. Payment is due without deduction within 14 days of receipt of the invoice (section 5.4).

13.7. Upon request, the provider shall inform us about the orders concluded with brokered customers and provide evidence of these by means of suitable documents.

13.8. The provider shall not encourage brokered customers to place orders outside the platform in order to circumvent the commission.

13.9. If the provider culpably fails to report an order subject to commission, reports it late or with too low an order value, the provider owes, in addition to the commission, a contractual penalty in the amount of the commission attributable to this order. The contractual penalty shall be offset against any further claim for damages.

13.10. The obligation to pay commission for orders with brokered customers in accordance with section 13.3 continues to apply after participation in the commission model or the user contract has ended.

14. Ranking of providers and sponsored listings

14.1. The order in which providers are displayed in lists and search results is determined by the following main parameters: (1) sponsored placements, (2) the match with the filters selected by the user (e.g. country, product category, minimum order quantity) and (3) a rating of the profile assigned by us, which takes into account in particular the completeness and quality of the profile information, verification, response behaviour and reviews by other users. In editorially compiled manufacturer lists, we select providers according to the same criteria.

14.2. Providers can book a preferred placement for a fee. Such placements are labelled as "Sponsored".

15. Term, termination and suspension of accounts

15.1. The contract for the free use of the platform runs for an indefinite period and can be terminated by either party at any time, by the user e.g. by deleting the account. The agreed term applies to paid services.

15.2. We can terminate the contract with a provider with 30 days' notice. In the event of serious or repeated violations of these GTC or statutory provisions, we can immediately restrict or suspend access or terminate the contract without notice. We will inform the provider of the reasons unless this is contrary to statutory obligations.

16. Availability of the platform

16.1. We endeavour to ensure that the platform is available with as few interruptions as possible, but we do not owe this. Maintenance work, security measures and disruptions beyond our control may lead to temporary restrictions.

17. Complaints

17.1. Complaints, in particular from providers in connection with the use of the platform, can be sent by email to luca.schlossmann@web.de. We review complaints promptly and inform you of the result.

17.2. As a small enterprise within the meaning of Recommendation 2003/361/EC, we are not obliged to appoint mediators pursuant to Art. 12 of Regulation (EU) 2019/1150.

18. Changes to these GTC

18.1. We may amend these GTC with effect for the future if the legal situation or our services change. We will inform registered users of the changes by email at least 15 days before they take effect. Users can terminate the contract until the changes take effect; if they continue to use the platform after the changes have taken effect, the changes are deemed accepted. We will point out this consequence in the notification.

19. Miscellaneous

19.1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

19.2. The place of jurisdiction in dealings with merchants, legal entities under public law or special funds under public law is the registered office of our company. However, we are entitled, at our discretion, to sue at the customer's registered office.

19.3. Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.