canis lupus GmbH

GENERAL TERMS AND CONDITIONS (GTC)

FOR

B2C TRADE and

B2B TRADE and

DIGITALISATION AND CONSULTING SERVICES

Status: 01.09.2025

I. General Provisions

§ 1 Scope of Application

(1) These General Terms and Conditions (GTC) apply in principle to all purchase offers within the framework of B2C trade and B2B trade as well as to all service and project contracts relating to digitalisation and consulting services of canis lupus GmbH.

(2) These General Terms and Conditions (GTC) apply to legal transactions with persons acting in the exercise of their commercial or independent professional activity (entrepreneurs within the meaning of § 14 BGB) and to persons acting as consumers (consumers within the meaning of § 13 BGB).

(3) The General Terms and Conditions (GTC) of canis lupus GmbH apply exclusively. General terms and conditions of any clients and purchasing conditions of any contractors shall not apply. These are hereby expressly rejected. The objection arises by virtue of these General Terms and Conditions (GTC). By placing and issuing an order with canis lupus GmbH and in knowledge of these General Terms and Conditions (GTC), the client declares unconditional acceptance of their validity and effectiveness. Ultimately, canis lupus GmbH is not obliged to publish the General Terms and Conditions (GTC) in English and/or other foreign languages.

(4) The general provisions of the General Terms and Conditions (GTC) apply without restriction, always and unconditionally, regardless of the scope, frequency or depth of performance. However, if individual provisions of these General Terms and Conditions (GTC) are incomplete and/or invalid, the content of a contract or agreement between canis lupus GmbH and the client shall be governed by statutory provisions. References to the validity of statutory provisions are for clarification only. Even without such clarification, statutory provisions shall apply insofar as they are not directly modified or expressly excluded in this agreement.

(5) The special provisions of the General Terms and Conditions (GTC) in sections II, III and IV apply always and in particular when canis lupus GmbH confirms to the client the commissioning of a service and/or delivery of the respective offer and service portfolio. The application of the relevant sections – special parts – results from contractual documents, business relationship documentation, the content of the service description, order confirmation, the following definitions and distinctions, or is self-evident in view of the General Terms and Conditions (GTC). If the specific scope of application of the General Terms and Conditions (GTC) is not clearly determined, the client is obliged to seek confirmation from canis lupus GmbH regarding the special provisions. canis lupus GmbH is then obliged to set out which regulatory areas specifically apply to the respective service. If this clarification does not take place, the areas of application which, in legally valid terms, are economically closest to the purpose of the contractual relationship shall apply.

§ 2 Offers

Reasonable technical and design deviations from information or representations in service descriptions, product catalogues, offer templates and written documents as well as necessary changes due to technical progress and further development are expressly reserved, without any rights or claims against canis lupus GmbH arising therefrom.

§ 3 Conclusion of Contract

(1) canis lupus GmbH makes binding purchase offers on third-party platforms – in particular to consumers pursuant to § 13 BGB. These are neither subject to a reservation of withdrawal pursuant to § 308 BGB nor does canis lupus GmbH pursue a business policy permitting short sales. In this respect, purchase contracts pursuant to § 433 BGB are validly concluded upon acceptance of the purchase offer by the client. Due to the presumed presence of canis lupus GmbH in distance selling pursuant to § 312g BGB, the declaration of intent submitted by the client pursuant to § 130 BGB is deemed to have been received immediately. The voluntary transmission of a written order confirmation by canis lupus GmbH via standard telecommunication media is permissible.

(2) The offers of canis lupus GmbH are valid without signature.

(3) In principle, and in distinction from § I. 3 (1), a contract in B2B trade and with regard to digitalisation and consulting services becomes effective upon receipt by the client of the written order confirmation of canis lupus GmbH. In this respect, only the General Terms and Conditions (GTC) of canis lupus GmbH apply. Transmission of the written order confirmation via standard telecommunication media is permissible. In this way, unlike postal delivery, the order confirmation is always deemed to have been received immediately.

(4) Deviations, amendments and supplements regarding the originally agreed scope of services require written agreement. Here too, the use of standard telecommunication media is permitted.

(5) After conclusion of the contract, canis lupus GmbH is in principle entitled, insofar as the client is not a consumer within the meaning of § 13 BGB, to list the client as a reference customer using the official company logo. The client may actively object to publication as a reference. Any public reporting by canis lupus GmbH requires separate approval by the client.

(6) canis lupus GmbH reserves the right to withdraw from the contract in the event of improper self-supply via dropshipping by the manufacturer. However, this only applies if the non-delivery and/or defective delivery is not attributable to canis lupus GmbH and provided that it has concluded a specific covering transaction with the manufacturer with due care. Ultimately, canis lupus GmbH will make all reasonable efforts to procure the goods.

(7) canis lupus GmbH reserves the right to appear on digital sales platforms under a trade name which does not correspond to the company name and serves distribution purposes only. For example, the dealer name “Premium Parts” may be used. This does not affect the fact that canis lupus GmbH becomes the sole contractual partner of the client. The correct and complete company name can always be found in the imprint.

§ 4 Prices and Payment Terms

(1) Unless otherwise agreed, remuneration shall be at the applicable prices and hourly rates of canis lupus GmbH.

B2C Trade
The stated prices are exclusive of statutory VAT and valid at the time of viewing the offer.

B2B Trade
The stated prices are exclusive of statutory VAT and valid within the agreed term, but at least until canis lupus GmbH expressly amends the price list.

Digitalisation and Consulting Services
The stated prices are exclusive of statutory VAT and valid for the agreed contractual term.

(2) canis lupus GmbH is entitled to make delivery and/or performance dependent on advance or down payment as well as to issue interim invoices during the execution of the order. Furthermore, canis lupus GmbH is entitled to refuse orders in the event of outstanding debts. Offsetting by canis lupus GmbH is only permitted with undisputed and legally established claims.

(3) If the client and/or third parties refuse to confirm or fulfil acceptance criteria or prevent order or purchase processing through insufficient cooperation, canis lupus GmbH is entitled, subject to a two-week written notice period, to issue partial invoices and interim invoices.

(4) Unless otherwise agreed, canis lupus GmbH invoices on a prepayment basis (e.g. instant transfer or PayPal). In this context, it sends electronic payment requests and invoices, which comply with § 14 UStG, to an explicitly specified email address of the client for invoice receipt or makes them available at a predetermined location. The invoice is then deemed to have been received immediately, unlike postal delivery. As a rule, invoicing is carried out daily, on an order basis and consolidated by recipient or delivery address.

(5) If invoice payment is agreed during the business relationship, canis lupus GmbH is entitled, in the event of default in payment pursuant to § 288 BGB, to claim default interest of 9.00% p.a. above the respective base rate of the European Central Bank. In addition, a flat-rate collection fee of EUR 40.00 pursuant to § 288 para. 5 BGB applies. In the event of default, canis lupus GmbH also reserves the right to suspend the further execution of ongoing orders until payment has been legally received and to demand prepayment for future services. Offsetting by the client is only permissible with undisputed and legally established claims.

(6) With regard to specific trading platforms, such as Tyre24 of ALZURA AG, canis lupus GmbH is entitled to follow the practices applicable there and to offer the respective payment methods of the closed marketplace. In this respect, the SEPA direct debit procedure – core and business-to-business direct debits – may also be applied. In the case of returned and/or dishonoured direct debits, canis lupus GmbH is entitled to charge the client the fees incurred – including its own processing costs.

§ 5 Limitation of Liability

(1) canis lupus GmbH and the client shall be liable in the event of fraudulent intent, wilful misconduct or gross negligence in accordance with statutory provisions. Liability for infringement of third-party rights, for personal injury and for breach of essential contractual obligations whose fulfilment is a prerequisite for proper performance of the contract and on whose compliance the other party may regularly rely – so-called cardinal obligations – remains unaffected.

(2) In cases of slight negligence, canis lupus GmbH is only liable for the typical and foreseeable damage at the time the contract was concluded. Liability for loss of profit, indirect damage and consequential damage is excluded, provided that these are based on slightly negligent breaches of material contractual obligations.

(3) The above exclusions/limitations of liability shall not apply in the case of damage arising from injury to life, body or health caused by negligent breach of duty by canis lupus GmbH or the client, nor in the event of fraudulent conduct or explicit assumption of a guarantee. The parties shall be liable for the fault of third parties acting on their behalf as for their own fault, but only within the framework of statutory provisions and in accordance with the foregoing.

(4) In cases of force majeure, such as war, epidemics, government measures, natural disasters, etc., neither party shall be liable for delays or non-performance of their obligations caused thereby. The parties agree that strike does not constitute a case of force majeure.

§ 6 Amendments and Severability Clause

(1) canis lupus GmbH reserves the right to amend and/or supplement these General Terms and Conditions (GTC) without stating reasons. The client shall be informed of changes in text form, i.e. in writing, but only if the existing contract between canis lupus GmbH and the client would legally be affected by such change. In this respect, canis lupus GmbH is permitted to provide the client with a link. The revised General Terms and Conditions (GTC) shall be communicated to the client at least six weeks in advance. If the client does not object to the amended General Terms and Conditions (GTC) within six weeks, they shall be deemed accepted. This tacit amendment clause is bindingly agreed.

(2) If the client objects to the intended amendment in due time and form, the existing contract shall continue under the previous conditions. In the event of such objection, however, canis lupus GmbH has the right to terminate the contractual relationship at the time the amended General Terms and Conditions (GTC) come into force. The right of the parties to terminate the contract in the ordinary course remains unaffected.

(3) Should any provision of these General Terms and Conditions (GTC) be invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by one that, in legally valid terms, comes closest to the economic purpose of the invalid provision. The same applies to any contractual gaps.

(4) § I. 5 of these General Terms and Conditions (GTC) applies exclusively to entrepreneurs pursuant to § 14 BGB. Consumers pursuant to § 13 BGB are not affected by the provisions of § I. 5. A severability clause does not apply to consumers in accordance with § 307 BGB.

§ 7 Place of Jurisdiction and Applicable Law

(1) All legal disputes shall be decided by the courts having jurisdiction at the registered office of canis lupus GmbH. canis lupus GmbH is also entitled to bring an action before the courts having jurisdiction at the client’s registered office.

(2) For all contracts of canis lupus GmbH, substantive and procedural German law applies. The contractual language is primarily German, in exceptional cases also English.

(3) The applicable place of performance is determined by the specific service promise of canis lupus GmbH and may deviate from the general case in view of the special provisions of these General Terms and Conditions (GTC).

§ 8 Data Protection

(1) The privacy policy of canis lupus GmbH is available in the current version at the following link: https://ecanis.shop/datenschutz.

(2) Insofar as canis lupus GmbH processes personal data, it does so exclusively for the purpose of contract execution and thus on the explicit instruction of the client. It is expressly not a commissioned data processor.

(3) Statutory data protection provisions apply without restriction.

II. B2C Trade

§ 1 Subject Matter of the Contract

(1) The subject matter of the contract on the part of canis lupus GmbH is the sale of goods on public digital third-party platforms such as Amazon, eBay, Rakuten and Alibaba. In this respect, canis lupus GmbH is bound by the applicable provisions of such platforms, which also covers platform-based sales to corporations and/or self-employed businesspersons. Furthermore, pursuant to the German Distance Selling Act (§ 312g BGB), B2C trade also includes sales to consumers pursuant to § 13 BGB carried out by canis lupus GmbH customer service via telephone, email or in person. canis lupus GmbH sells in its own name and for its own account, even though it is not the manufacturer of the goods and in some cases – e.g. in the context of dropshipping – never becomes the physical owner of the goods. On public third-party digital platforms, canis lupus GmbH may use additions such as “authorised dealer” of the respective manufacturer. This does not establish any manufacturer-like position.

(2) If an item is listed by canis lupus GmbH on third-party platforms, the product page constitutes the binding offer to conclude the purchase contract – under the conditions contained on the product page.

(3) For acceptance of the binding offer and the conclusion of the purchase contract pursuant to § 433 BGB, the General Terms and Conditions (GTC) and legal practices of the respective platform apply primarily. canis lupus GmbH refers to these and unconditionally adheres to them. Beyond that, and for all matters not regulated, the General Terms and Conditions (GTC) of canis lupus GmbH apply.

(4) The contractual language is generally German or follows the provisions of the public digital platform. canis lupus GmbH does not store the complete contract text, but only the contractual data required by law and necessary for validity. Before submitting the order, the contractual data can be printed and/or electronically secured via the browser’s print function. After receipt of the order by canis lupus GmbH, the order data, the legally required information for distance contracts and the General Terms and Conditions (GTC) are again sent to the client by email.

§ 2 Right of Retention and Reservation of Title

(1) A right of retention pursuant to § 273 BGB may only be exercised by the client, if he is a consumer pursuant to § 13 BGB, and only if the reason for retention arises from undisputed and demonstrably unfulfilled obligations of canis lupus GmbH under the same contractual relationship.

(2) canis lupus GmbH retains legal ownership of the delivered goods until full payment of the purchase price by the client. The reservation of title of canis lupus GmbH pursuant to § 449 BGB is to be understood as “extended” and entitles it – excluding bona fide acquisition – to withdraw from the contract.

(3) If the client is an entrepreneur pursuant to § 14 BGB on the public digital platform, the following applies additionally:

canis lupus GmbH retains ownership of the goods as part of the extended reservation of title until full settlement of all claims arising from the ongoing business relationship.
Prior to transfer of ownership of the reserved goods, pledging or transfer by way of security, e.g. through a credit institution, is not permitted.
The client may, in the ordinary course of business, resell the goods. In this case, the client hereby assigns to canis lupus GmbH all claims in the amount of the invoice value arising from the resale, which canis lupus GmbH accepts by virtue of these General Terms and Conditions (GTC). The client remains authorised to collect the claim. If he fails to meet his payment obligations properly, canis lupus GmbH reserves the right to collect the claim itself.
In the event of combination or mixing of the reserved goods, canis lupus GmbH acquires co-ownership of the new item in proportion to the invoice value of the reserved goods to the other processed items at the time of processing.
canis lupus GmbH undertakes to release the securities to which it is entitled at the client’s request to the extent that the realisable value of the securities exceeds the claim to be secured by more than 10%. The choice of securities to be released rests with canis lupus GmbH.

§ 3 Warranty

(1) Statutory warranty rights apply. In this respect, canis lupus GmbH refers to the provisions of § 365 BGB in conjunction with § 437 BGB. Only the information of canis lupus GmbH and the manufacturer’s product descriptions are deemed to be agreed as the quality of the goods, not other advertising, public promotions or statements by the manufacturer.

(2) The warranty period begins in accordance with § 439 BGB and § 476 BGB upon acceptance of the goods by the client and ends after two years. Twelve months after conclusion of the purchase, the burden of proof pursuant to § 477 BGB shifts to the client.

(3) In the event of material defects, canis lupus GmbH shall, at its discretion, provide warranty or supplementary performance by repair or replacement in accordance with § 439 para. 1 BGB. If the defect remedy fails, the client may demand a reduction in price or withdraw from the contract. The remedy shall be deemed to have failed after the second unsuccessful attempt, unless something else arises from the nature of the goods, the defect or other circumstances. Due to the disproportionality of repair, canis lupus GmbH generally provides supplementary performance by replacement. This is usually carried out after receipt of the returned goods, in accordance with platform conditions. canis lupus GmbH shall bear the transport costs unless otherwise stipulated.

(4) Product liability is regulated in § 1–§ 19 of the German Product Liability Act (ProdHaftG). This rests exclusively with the manufacturer and expressly does not apply to canis lupus GmbH. canis lupus GmbH accepts no liability for any installation and removal costs or consequential damage caused by a genuine material defect of the delivered goods, even if canis lupus GmbH lists incorrect product descriptions and master data of the manufacturer in the product text. Legally, this is cured by the fact that professional installation of spare parts is assumed and independent non-professional installation by the client is at his sole risk.

(5) canis lupus GmbH does not provide any guarantee. Liability for and fulfilment of any manufacturer’s warranty declarations are completely excluded, even if manufacturer warranty declarations are incorrectly transmitted via canis lupus GmbH or appear in the product description.

(6) vis-à-vis third parties, e.g. consumer protection organisations, canis lupus GmbH is also not liable for misleading warranty declarations of the manufacturer. Product descriptions and master data are generally, and unless otherwise agreed, the legal property of the manufacturer.

(7) If the client is a consumer pursuant to § 13 BGB, he is requested to check the goods upon delivery for completeness, obvious defects and transport damage and to notify canis lupus GmbH and, if applicable, the carrier of any complaints as soon as possible. Failure to do so has no direct effect on statutory warranty rights.

(8) If the client is an entrepreneur pursuant to § 14 BGB, the following applies additionally:

In the event of material defects, canis lupus GmbH shall, at its discretion, provide warranty or supplementary performance by repair or replacement in accordance with § 439 para. 1 BGB. If the defect remedy fails, the client may demand a reduction in price or withdraw from the contract. The remedy shall be deemed to have failed after the second unsuccessful attempt, unless something else arises from the nature of the goods, the defect or other circumstances. Due to the disproportionality of repair, canis lupus GmbH generally provides supplementary performance by replacement. In this case, canis lupus GmbH shall generally not bear transport costs unless otherwise agreed.
The warranty period is shortened to one year on the basis of these General Terms and Conditions (GTC) and begins with acceptance of the goods.

The reduction of the limitation period does not apply:

to damages attributable to canis lupus GmbH caused intentionally or by gross negligence, or to damages from injury to life, body or health;
if canis lupus GmbH has fraudulently concealed the defect;
to items used in accordance with their usual purpose for a building and which have caused its defectiveness;
to statutory recourse claims which the client has against canis lupus GmbH in connection with defect rights.

(9) Warranty cases and complaints should ideally – but not mandatorily – be reported and documented using the complaint form of canis lupus GmbH via warranty@ecanis.de or on the respective platform. Complaints not submitted with the complaint form will not be treated unfavourably.

(10) Warranty cases and complaints are decided by canis lupus GmbH within 14 days. Credit to the client, if he is a consumer pursuant to § 13 BGB and provided he rejects both repair and replacement, is issued at the latest 14 days after canis lupus GmbH has acknowledged the complaint as justified due to a genuine defect. Platform terms and conditions, which usually provide for refunds by canis lupus GmbH after return of the goods rather than repair or replacement, remain unaffected. In this context, canis lupus GmbH may also, in agreement with the client, initiate exchange orders. canis lupus GmbH may also, as a gesture of goodwill, issue credit within 14 days to a client who is an entrepreneur pursuant to § 14 BGB, without repair or replacement.

§ 4 Choice of Law, Place of Performance and Jurisdiction

(1) German law applies. For consumers, this choice of law applies only insofar as protection granted by mandatory provisions of the law of the state of the consumer’s habitual residence is not withdrawn (principle of favourability).

(2) The place of performance for all services arising from business relations with canis lupus GmbH and the place of jurisdiction is the registered office of canis lupus GmbH, provided the client is not a consumer but a merchant, legal entity under public law or special fund under public law. The same applies if the client has no general place of jurisdiction in Germany or the EU, or if his residence or habitual residence is not known at the time of filing suit. The right to also call upon a court at another statutory place of jurisdiction remains unaffected.

(3) The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

§ 5 Prices and Payment Modalities

(1) The prices stated in the respective offers represent total prices, unless otherwise indicated in the product descriptions of canis lupus GmbH. They include all price components including all applicable taxes – in particular statutory VAT. In accordance with the German Price Indication Ordinance (PAngV), canis lupus GmbH is obliged to maintain both price accuracy and price clarity. Where necessary, canis lupus GmbH also indicates the corresponding and comparable base prices.

(2) If shipping costs arise, these are shown separately during the order process or added to the total price and are to be borne additionally by the client, unless free shipping has been promised.

(3) Costs of money transfers (transfer or exchange fees of credit institutions) are to be borne by the client in cases where delivery is made to an EU member state but payment is initiated outside the EU.

(4) The payment methods available to the client are indicated under a correspondingly labelled button in the respective offer.

(5) Unless otherwise specified for the individual payment methods, payment claims from the concluded contract are due immediately.

§ 6 Delivery Conditions

(1) The delivery conditions, delivery date and any delivery restrictions can be found under a correspondingly labelled button in the respective offer. Unless another deadline is specified in the respective offer or under the button, delivery of the goods shall take place within 3–5 days after conclusion of the contract (in the case of agreed prepayment, however, not before the client has issued the payment instruction).

(2) If the client is a consumer pursuant to § 13 BGB, it is regulated by law (§ 475 BGB) that the risk of accidental loss and accidental deterioration of the goods sold during shipment does not pass to him until the goods are handed over to him. Accordingly, the Incoterm DAP (Incoterms 2020) applies. This does not apply if the client independently commissions a transport company not named by canis lupus GmbH or another person designated to carry out the shipment.

(3) The client is obliged to keep the original packaging of the delivered goods until final testing of functionality and freedom from defects, or until expiry of the withdrawal period. canis lupus GmbH explicitly indicates the obligation to keep the original packaging in the invoice issued in accordance with § 14 UStG. The General Terms and Conditions (GTC) shall thus be deemed acknowledged by the client.

(4) In the event of returns under the right of withdrawal and complaints due to a genuine defect, the client is obliged, unless otherwise agreed, to return the goods in the original packaging and in an appropriate manner that prevents potential transport damage.

(5) canis lupus GmbH generally reserves the right to charge transport surcharges for oversized goods, bulky goods and/or island deliveries.

(6) canis lupus GmbH does not owe the publication of general shipping conditions. However, it must inform the client of the shipping conditions applicable before commissioning or conclusion of the contract.

(7) If reference is made in the delivery conditions of these General Terms and Conditions (GTC) and/or individual contractual provisions to Incoterms, this always refers to the current version – even if older versions are quoted in brackets in the GTC.

§ 7 Right of Withdrawal

(1) The client, if a consumer pursuant to § 13 BGB, has the right under § 312g BGB to withdraw from contracts concluded by distance selling within 30 days without giving reasons.

The withdrawal period is 30 days from the day on which the client or a third party named by him, who is not the carrier, has taken possession of the goods, or also if the client has ordered one or more goods as part of a single order and they are delivered together.
The withdrawal period is likewise 30 days from the day on which the client or a third party named by him, who is not the carrier, has taken possession of the last goods, if he has ordered several goods as part of a single order and they are delivered separately.

(2) The client must exercise his right of withdrawal vis-à-vis canis lupus GmbH by means of a clear declaration (e.g. a letter sent by post, fax or email) stating his decision to withdraw from the contract. For this purpose, the client may use the withdrawal forms stored on the platforms or declare his withdrawal informally.

(3) If different withdrawal periods are defined in the provisions or legal practices of public digital third-party platforms or in the product descriptions, these apply, unless canis lupus GmbH explicitly and clearly excludes them. Withdrawal periods longer than 30 days are fundamentally excluded by canis lupus GmbH. Specifically, the withdrawal period on eBay, Amazon and other third-party platforms is 30 days or more.

(4) The withdrawal periods on public digital platforms may, in deviation from § 312g BGB and based on the platform terms, also be granted by canis lupus GmbH to entrepreneurs pursuant to § 14 BGB.

(5) To comply with the withdrawal period, it is sufficient if the client demonstrably sends the notice of exercising the right of withdrawal before expiry of the withdrawal period and it reaches canis lupus GmbH within a reasonable time (e.g. 5 working days).

(6) The costs of return shipment arising from the exercise of the right of withdrawal are voluntarily borne by the contractor, subject to reservation.

§ 8 Consequences of Withdrawal

(1) If the client withdraws from the contract, canis lupus GmbH shall refund all payments received, including delivery costs (except for additional costs resulting from the client choosing a type of delivery other than the cheapest standard delivery offered by canis lupus GmbH), including the costs of return shipment, without undue delay and at the latest within 14 days from the day on which the notification of withdrawal is received by canis lupus GmbH. For this refund, canis lupus GmbH shall, where possible, use the same payment method as used in the original transaction, unless explicitly agreed otherwise with the client. Under no circumstances will the client be charged fees for this refund. The only exception are foreign currency transactions. canis lupus GmbH bases the refund on the received euro amount and multiplies it by the foreign currency rate of the original transaction date.

(2) canis lupus GmbH may refuse repayment until it has received the goods back or the client has provided proof that the goods have been returned to the address specified by canis lupus GmbH, whichever is earlier. The client must return the goods without undue delay and in any event no later than 14 days from the day on which he notifies canis lupus GmbH of the withdrawal of the contract, to the specified address.

(3) The client must pay compensation for any loss in value of the goods pursuant to § 357 para. 7 BGB if this loss in value is due to handling of the goods that was not necessary to check their quality, characteristics and functionality. In such cases, canis lupus GmbH is entitled to deduct the loss in value from the purchase price and withhold it in the refund.

§ 9 Exclusion and Expiry of the Right of Withdrawal

(1) The right of withdrawal does not exist for contracts:

for the supply of goods not prefabricated and made to the consumer’s individual choice or clearly tailored to his personal needs;
for the supply of goods liable to deteriorate rapidly or whose expiry date would be quickly exceeded;
for the supply of newspapers, periodicals or magazines except for subscription contracts.

(2) The right of withdrawal expires prematurely for contracts:

for the supply of sealed goods which are not suitable for return for health protection or hygiene reasons if their seal was removed after delivery;
for the supply of goods which, after delivery, were inseparably mixed with other items due to their nature;
for the supply of audio or video recordings or computer software in a sealed package if the seal was removed after delivery.

(3) The model withdrawal form is provided below:

Model Withdrawal Form

To: canis lupus GmbH
Glemseckstraße 52, 71229 Leonberg
Email: service@ecanis.de

I/we () hereby withdraw from the contract concluded by me/us () for the purchase of the following goods () / the provision of the following service ()

Ordered on () / received on ()

Name of client
Address of client
Signature of client (only if submitted on paper)
Date

(*) Delete as applicable.

§ 10 Duties of canis lupus GmbH

(1) canis lupus GmbH undertakes to issue an order confirmation and an invoice in compliance with the provisions of § 14 UStG.

(2) In general, canis lupus GmbH owes delivery of the goods ordered by the client in a condition free from material and legal defects in accordance with § 433 para. 1 BGB.

§ 11 Duties of the Client

(1) The client owes timely payment of the purchase price and acceptance of the goods ordered pursuant to § 433 para. 2 BGB.

§ 12 Insurance

(1) To secure any compensation claims of the client, canis lupus GmbH is obliged to take out and maintain business and product liability insurance for the duration of the contract. The coverage amounts per damage event are at least:

(a) Personal injury and property damage: EUR 5,000,000.00 per case of damage
(b) Financial losses: EUR 1,000,000.00 per case of damage
(c) Product damage: EUR 5,000,000.00 per case of damage

(2) Upon request of the client, canis lupus GmbH must provide proof of insurance.

§ 13 Data Protection

(1) The privacy policy of canis lupus GmbH is available in the current version at the following link: https://ecanis.shop/datenschutz.

(2) Insofar as canis lupus GmbH processes personal data, it does so exclusively for contract execution and thus on the explicit instruction of the client. It is expressly not a commissioned data processor.

(3) Statutory data protection provisions apply without restriction.

III. B2B Trade

§ 1 Subject Matter of the Contract

(1) The subject matter of the contract is the sale of goods via the company’s own B2B webshop as well as the order processing on the proprietary seller platform of canis lupus GmbH. The subject matter is generally to be described as an order processing service and is not subject to third-party provisions such as public digital platforms. Exclusively the General Terms and Conditions (GTC) of canis lupus GmbH apply. canis lupus GmbH sells in its own name and for its own account, even though it is not the manufacturer of the goods and in some cases – e.g. in the context of dropshipping – never becomes the physical owner of the goods. canis lupus GmbH may use additions such as “authorised dealer” of the manufacturer. This, however, also does not establish any manufacturer-like position.

(2) If an item is listed in the B2B webshop, the product page constitutes the binding offer to conclude the contract – under the conditions contained on the product page. In this respect, canis lupus GmbH only owes the order processing service offered in the B2B webshop, not the B2B webshop itself.

(3) With regard to order processing on the seller platform, canis lupus GmbH and the client agree, on the basis of a service contract, on a product portfolio available to the client for universal resale. The transmission of master data takes place based on the listing file provided by canis lupus GmbH via FTP access. The product portfolio is made available to the client in the format defined by canis lupus GmbH. The seller platform serves for the regular submission of orders. In this respect, canis lupus GmbH only owes the order processing service offered via the seller platform, not the seller platform itself.

(4) The B2B webshop and the seller platform as such are neither services nor works, nor part of the performance owed by canis lupus GmbH, but are defined exclusively as a secure and preferred communication channel between canis lupus GmbH and the client. The order processing service may temporarily also be provided via other communication channels such as letter, fax or email. Accordingly, securing of data contained in the B2B webshop and seller platform is not the subject matter of the contract. Regular and industry-standard data backups are not owed by canis lupus GmbH.

(5) If the client wishes to use the digitalised order processing services, an end device which fully meets the specified system and compatibility requirements is necessary. It must be considered that individual devices may be restricted for security reasons. Compatibility requirements may change over time, particularly due to technical progress. canis lupus GmbH therefore assumes no liability for the technical exclusion of previously compatible end devices. A secure and stable internet connection is indispensable for the use of the order processing service. Responsibility for the necessary infrastructure lies solely with the client.

(6) According to the general and current state of technology, program errors in the B2B webshop and in the seller platform cannot be fully excluded. The subject matter of the contract may therefore, as emphasised in III. § 1 (4), not extend beyond the order processing service provided.

§ 2 Right of Retention and Reservation of Title

(1) A right of retention pursuant to § 273 BGB may only be exercised by the client if he is a consumer pursuant to § 13 BGB and only if the reason for retention arises from undisputed and demonstrably unfulfilled obligations of canis lupus GmbH under the same contractual relationship. A right of retention is not granted to clients who are entrepreneurs pursuant to § 14 BGB.

(2) canis lupus GmbH always and necessarily retains legal ownership of the delivered goods until full payment of the purchase price by the client. The reservation of title pursuant to § 449 BGB is generally to be understood as “extended” and entitles canis lupus GmbH – excluding bona fide acquisition – to withdraw from the contract.

(3) Furthermore, if the client is an entrepreneur pursuant to § 14 BGB, canis lupus GmbH retains ownership of the goods as part of the extended reservation of title until full settlement of all claims arising from the ongoing business relationship. Prior to the transfer of ownership of the reserved goods, pledging or transfer by way of security, e.g. to a credit institution, is not permitted.

(4) The client may, in the ordinary course of business, resell the goods. In this case, the client hereby assigns to canis lupus GmbH all claims in the amount of the invoice value arising from the resale, which canis lupus GmbH accepts by virtue of these General Terms and Conditions (GTC). The client remains authorised to collect the claim. If he fails to meet his payment obligations properly, canis lupus GmbH reserves the right to collect the claim itself.

(5) In the event of combination or mixing of the reserved goods, canis lupus GmbH acquires co-ownership of the new item in proportion to the invoice value of the reserved goods to the other processed items at the time of processing.

(6) canis lupus GmbH undertakes to release the securities to which it is entitled at the client’s request to the extent that the realisable value of the securities exceeds the secured claim by more than 10%. The choice of securities to be released rests with canis lupus GmbH.

§ 3 Warranty

(2) The warranty period begins in accordance with § 439 BGB and § 476 BGB and, in light of the general reduction of periods stipulated by canis lupus GmbH in these General Terms and Conditions (GTC), with the delivery of the goods by canis lupus GmbH to the third party commissioned with transport, and ends after one year. Twelve months after conclusion of the purchase or delivery of the goods, the burden of proof pursuant to § 477 BGB shifts to the consumer, provided such a party participates in the chain of trade after canis lupus GmbH and the client.

The reduction of the limitation period does not apply:

to damages attributable to canis lupus GmbH caused intentionally or by gross negligence, or to damages from injury to life, body or health;
if canis lupus GmbH has fraudulently concealed the defect;
to items used in accordance with their usual purpose for a building and which have caused its defectiveness;
to statutory recourse claims which the client has against canis lupus GmbH in connection with defect rights.

(3) Product liability is regulated in § 1–§ 19 of the German Product Liability Act (ProdHaftG). This rests exclusively with the manufacturer and expressly does not apply to canis lupus GmbH. canis lupus GmbH accepts no liability for any installation and removal costs or consequential damage caused by a genuine material defect of the delivered goods, even if canis lupus GmbH lists incorrect product descriptions and master data of the manufacturer in the product text. This is legally cured by the fact that professional installation of spare parts is assumed and independent non-professional installation by the client is at his sole risk.

(4) canis lupus GmbH does not provide any guarantee. Liability for and fulfilment of any manufacturer’s warranty declarations are completely excluded, even if manufacturer warranty declarations are incorrectly transmitted via canis lupus GmbH or appear in the product description.

(5) vis-à-vis third parties, e.g. consumer protection organisations, canis lupus GmbH is also not liable for misleading warranty declarations of the manufacturer. Product descriptions and master data are generally, and unless otherwise agreed, the legal property of the manufacturer.

(6) The client is instructed to call on its end customers, insofar as they are consumers pursuant to § 13 BGB, to check the goods upon delivery for completeness, obvious defects and transport damage and to notify canis lupus GmbH and the carrier of any complaints as soon as possible. Failure to do so has no direct effect on statutory warranty rights.

(7) In the event of material defects, canis lupus GmbH shall, at its discretion, provide warranty or supplementary performance by repair or replacement in accordance with § 439 para. 1 BGB. If the defect remedy fails, the client may demand a reduction in price or withdraw from the contract. The remedy shall be deemed to have failed after the second unsuccessful attempt, unless something else arises from the nature of the goods, the defect or other circumstances. Due to the disproportionality of repair, canis lupus GmbH generally provides supplementary performance by replacement. This is usually carried out after receipt of the returned goods. In this case, canis lupus GmbH shall generally not bear transport costs unless otherwise stipulated.

(8) Warranty cases and complaints must always and exclusively be reported and documented using the complaint form of canis lupus GmbH via warranty@ecanis.de. canis lupus GmbH emphasises, however, that the client cannot assert or enforce such a regulation vis-à-vis consumers pursuant to § 13 BGB.

(9) Warranty cases and complaints are decided by canis lupus GmbH within 14 days. Credit to the client, if he is a consumer pursuant to § 13 BGB and provided he rejects both repair and replacement, is issued at the latest 14 days after canis lupus GmbH has acknowledged the complaint as justified due to a genuine defect. canis lupus GmbH may also, as a gesture of goodwill, issue credit within 14 days to a client who is an entrepreneur pursuant to § 14 BGB, without repair or replacement.

§ 4 Choice of Law, Place of Performance and Jurisdiction

(1) German law applies.

(3) The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

§ 5 Prices and Payment Modalities

(1) The prices indicated in B2B trade are, subject to deviating VAT regulations for intra-community supplies and exports to third countries, exclusive of statutory VAT. In this respect, the client undertakes to provide canis lupus GmbH with its VAT identification number. Only in this way can it be ensured that intra-community chain transactions are handled in accordance with statutory provisions. If the client registers retrospectively in destination countries, this must also be communicated to canis lupus GmbH, ideally in writing.

(2) The prices for order processing on the seller platform are agreed separately between the client and canis lupus GmbH and documented in price lists. canis lupus GmbH is responsible for preparing and updating the price lists. The price lists become valid on the communicated effective date.

(3) The prices stated in the respective offers in the B2B webshop represent total prices. They include all price components including all applicable taxes. In accordance with the German Price Indication Ordinance (PAngV), canis lupus GmbH is obliged to maintain both price accuracy and price clarity. Where necessary, canis lupus GmbH also indicates the corresponding and comparable base prices.

Shipping costs are shown separately during the order process or added to the total price and are to be borne additionally by the client, unless free shipping has been promised.
The payment methods available to the client are indicated under a correspondingly labelled button in the respective offer.

(4) Costs of money transfers (transfer or exchange fees of credit institutions) are to be borne by the client in cases where delivery is made to an EU member state but payment is initiated outside the EU.

(5) Unless otherwise specified for the payment methods offered, payment claims from the concluded contract are due immediately.

§ 6 Delivery Conditions

(1) Orders of the client are only valid and binding if they are placed in writing and/or electronically. The client does not have to sign orders. The written and/or electronic form is also fulfilled if orders are transmitted via API interface or another electronic transmission system (e.g. seller platform of canis lupus GmbH).

(2) If canis lupus GmbH does not confirm the order in writing within two working days (Mon–Fri) after receipt of the order, this shall be deemed to be a rejection of the order.

(3) canis lupus GmbH undertakes to provide an updated stock overview at least once per working day (Mon–Fri).

(4) Cancellations due to non-availability of stock at the manufacturer or canis lupus GmbH will be communicated to the client via the seller platform or B2B webshop. If the client has initiated a money transfer to canis lupus GmbH based on a payment request, canis lupus GmbH undertakes to initiate repayment of the purchase price (valued at the original exchange rate in foreign currency transactions) for non-deliverable items within two working days. Claims for damages against canis lupus GmbH in the event of non-performance due to non-confirmation of the order are generally excluded.

(5) Delivery and dispatch are, once canis lupus GmbH has handed over the goods to the transport company, at the risk of the client in accordance with § 447 BGB – in particular risk of loss and damage – for which the client is responsible for insurance. Exceptions are dropshipping deliveries and deliveries for stockpiling which are commissioned for transport by canis lupus GmbH. For these cases, the Incoterm DAP (Incoterms 2020) applies.

(6) The client is obliged to keep the original packaging of the delivered goods until final testing of functionality and freedom from defects, or until expiry of the withdrawal period. canis lupus GmbH explicitly indicates the obligation to keep the original packaging in the invoice issued in accordance with § 14 UStG. The General Terms and Conditions (GTC) shall thus be deemed acknowledged by the client.

(7) In the event of returns under the right of withdrawal and complaints due to a genuine defect, the client is obliged, unless otherwise agreed, to return the goods in the original packaging and in an appropriate manner that prevents potential transport damage.

(8) canis lupus GmbH generally reserves the right to charge transport surcharges for oversized goods, bulky goods and/or island deliveries.

(9) canis lupus GmbH does not owe the publication of general shipping conditions. However, it must inform the client of the shipping conditions applicable before commissioning or conclusion of the contract.

(10) If reference is made in the delivery conditions of these General Terms and Conditions (GTC) and/or individual contractual provisions to Incoterms, this always refers to the current version – even if older versions are quoted in brackets in the GTC.

(11) Any claims for damages against canis lupus GmbH – pursuant to § 280 BGB – are generally and in particular with regard to back orders excluded.

§ 7 Right of Withdrawal

(1) canis lupus GmbH reserves the right, in rare and exceptional cases, to grant entrepreneurs registered in the B2B webshop pursuant to § 14 BGB the right of withdrawal pursuant to § 312g BGB. This is done exclusively on a voluntary basis and does not establish any future claims of clients against canis lupus GmbH. In this context, canis lupus GmbH is permitted to issue non-binding and/or time-limited declarations of intent.

The withdrawal period is 14 days from the day on which the client or a third party named by him, who is not the carrier, has taken possession of the goods, or also if the client has ordered one or more goods as part of a single order and they are delivered together.
The withdrawal period is likewise 14 days from the day on which the client or a third party named by him, who is not the carrier, has taken possession of the last goods, if he has ordered several goods as part of a single order and they are delivered separately.

(2) The client must exercise his right of withdrawal vis-à-vis canis lupus GmbH by means of a clear declaration (e.g. a letter sent by post, fax or email) stating his decision to withdraw from the contract. The client is obliged to use the withdrawal forms provided in the B2B webshop.

(3) To comply with the withdrawal period, it is sufficient if the client sends the notice of exercising the right of withdrawal before expiry of the withdrawal period and it reaches canis lupus GmbH within a reasonable time (e.g. 5 working days).

(4) The costs of return shipment arising from the exercise of the right of withdrawal are – subject to a voluntary goodwill decision by canis lupus GmbH – borne exclusively by the client.

§ 8 Consequences of Withdrawal

(1) If the client withdraws from the contract, canis lupus GmbH shall refund all payments received, including delivery costs (except for additional costs resulting from the client choosing a type of delivery other than the cheapest standard delivery offered by canis lupus GmbH), but not the costs of return shipment, without undue delay and at the latest within 14 days from the day on which the notification of withdrawal is received by canis lupus GmbH. For this refund, canis lupus GmbH shall, where possible, use the same payment method as used in the original transaction, unless explicitly agreed otherwise with the client. Under no circumstances will the client be charged fees for this refund. The only exception are foreign currency transactions. canis lupus GmbH bases the refund on the received euro amount and multiplies it by the foreign currency rate of the original transaction date.

§ 9 Exclusion and Expiry of the Right of Withdrawal

(1) The right of withdrawal does not exist for contracts:

for the supply of goods not prefabricated and made to the consumer’s individual choice or clearly tailored to his personal needs;
for the supply of goods liable to deteriorate rapidly or whose expiry date would be quickly exceeded;
for the supply of newspapers, periodicals or magazines except for subscription contracts.

(2) The right of withdrawal expires prematurely for contracts:

for the supply of sealed goods which are not suitable for return for health protection or hygiene reasons if their seal was removed after delivery;
for the supply of goods which, after delivery, were inseparably mixed with other items due to their nature;
for the supply of audio or video recordings or computer software in a sealed package if the seal was removed after delivery.

(3) The model withdrawal form is provided below:

Model Withdrawal Form

To: canis lupus GmbH
Glemseckstraße 52, 71229 Leonberg
Email: service@ecanis.de

I/we () hereby withdraw from the contract concluded by me/us () for the purchase of the following goods () / the provision of the following service ()

Ordered on () / received on ()

Name of client
Address of client
Signature of client (only if submitted on paper)
Date

(*) Delete as applicable.

§ 10 Duties of canis lupus GmbH

(1) canis lupus GmbH undertakes to issue an order confirmation and an invoice in compliance with the provisions of § 14 UStG.

(2) In general, canis lupus GmbH owes delivery of the goods ordered by the client in a condition free from material and legal defects in accordance with § 433 para. 1 BGB.

§ 11 Duties of the Client

(1) The client owes timely payment of the purchase price and acceptance of the goods ordered pursuant to § 433 para. 2 BGB.

§ 12 Insurance

(a) Personal injury and property damage: EUR 5,000,000.00 per case of damage
(b) Financial losses: EUR 1,000,000.00 per case of damage
(c) Product damage: EUR 5,000,000.00 per case of damage

(2) Upon request of the client, canis lupus GmbH must provide proof of insurance.

§ 13 Data Protection

(1) The privacy policy of canis lupus GmbH is available in the current version at the following link: https://ecanis.shop/datenschutz.

(3) Statutory data protection provisions apply without restriction.

§ 14 General Duties to Inform

(1) canis lupus GmbH is obliged to provide the client with the information required by law before conclusion of the contract.

§ 15 Limitation of Liability

IV. Digitalisation and Consulting Services

§ 1 Subject Matter of the Contract

(1) The subject matter of the contract is the provision of digitalisation and consulting services by canis lupus GmbH. These services are carried out exclusively on the basis of a service contract (§ 611 BGB) or, in the case of agreed deliverables, on the basis of a contract for work and services (§ 631 BGB).

(2) Digitalisation and consulting services of canis lupus GmbH include, in particular, but are not limited to:

analysis, conception and implementation of digital processes,
consulting on e-commerce, IT and marketing strategies,
technical integration and optimisation of software and systems,
training, workshops and support services.

(3) The subject matter of the contract does not include the provision of hardware, standard software or third-party licences, unless explicitly agreed otherwise in writing.

§ 2 Scope of Services

(1) The exact scope of services is defined in the respective service description, offer and/or order confirmation of canis lupus GmbH.

(2) Amendments, additions and extensions to the service scope require written agreement. Transmission via electronic communication media is sufficient.

(3) canis lupus GmbH is entitled to use subcontractors for the performance of the contract, provided this does not conflict with legitimate interests of the client.

§ 3 Cooperation Obligations of the Client

(1) The client is obliged to provide canis lupus GmbH with all information, documents, access data and resources required for the performance of the services in due time and in full.

(2) The client shall ensure that competent contact persons are available for queries and coordination during the performance of the contract.

(3) If the client fails to meet his cooperation obligations and if this causes delays or additional expenses, canis lupus GmbH is entitled to demand appropriate compensation and to adjust the timetable accordingly.

§ 4 Remuneration and Payment

(1) Unless otherwise agreed, remuneration shall be based on the applicable hourly or daily rates of canis lupus GmbH valid at the time of contract conclusion.

(2) Fixed prices apply only if expressly agreed in writing.

(3) All prices are exclusive of statutory VAT.

(4) Invoicing takes place monthly in arrears or after completion of the service, unless otherwise agreed.

(5) Payment shall be made without deduction within 14 days of the invoice date. In the event of default, canis lupus GmbH is entitled to charge default interest in accordance with § 288 BGB.

§ 5 Rights of Use

(1) Unless otherwise agreed, the client receives a non-exclusive, non-transferable and non-sublicensable right of use to the work results created by canis lupus GmbH within the scope of the contract.

(2) The rights of use are granted only after full payment of remuneration.

(3) Open-source components and third-party software are subject to the respective licence conditions of the third-party providers. canis lupus GmbH is not obliged to grant any rights beyond this.

§ 6 Warranty and Liability

(1) If the service contract is to be classified as a contract for work and services (§ 631 BGB), canis lupus GmbH warrants that the deliverables essentially correspond to the agreed requirements.

(2) Warranty claims must be reported by the client in writing within 14 days of discovery of the defect.

(3) canis lupus GmbH is entitled to provide supplementary performance. If this fails, the client may reduce remuneration or withdraw from the contract.

(4) Liability of canis lupus GmbH is limited to intent and gross negligence. In cases of slight negligence, canis lupus GmbH is liable only for breach of essential contractual obligations (cardinal obligations) and limited to the typical, foreseeable damage.

(5) Liability for indirect damages, lost profits and consequential damages is excluded, unless caused by intent or gross negligence.

(6) Liability for injury to life, body or health remains unaffected.

§ 7 Confidentiality

(1) Both parties undertake to treat all information and documents received in connection with the execution of the contract as confidential and not to make them accessible to third parties without the prior written consent of the other party.

(2) This obligation shall continue to apply after termination of the contract.

§ 8 Data Protection

(1) Insofar as canis lupus GmbH processes personal data on behalf of the client, this shall be carried out exclusively on the basis of a separate commissioned data processing agreement (Art. 28 GDPR).

(2) Statutory data protection provisions apply without restriction.

§ 9 Term and Termination

(1) The term of the contract results from the agreement of the parties.

(2) The contract may be terminated by either party with a notice period of 4 weeks to the end of the month, unless otherwise agreed.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:

one party seriously breaches contractual obligations,
insolvency proceedings are opened against one party,
statutory obligations make continuation of the contract unreasonable.

§ 10 Final Provisions

(1) Amendments and supplements to the contract must be made in writing. This also applies to the waiver of the written form requirement.

(2) Should individual provisions of the contract be invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by one that comes closest to the economic purpose of the invalid provision in legally permissible terms.

(3) German law applies. The place of jurisdiction is the registered office of canis lupus GmbH, provided the client is a merchant, legal entity under public law or special fund under public law.