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General Terms and Conditions (AGB)

for B2C trade and B2B trade and digitalisation and consulting services

I. General regulations

§ 1 Scope of application

(1) The General Terms and Conditions (GTC) apply in principle to all purchase offers in the context of B2C trade and B2B trade as well as to all digitisation and consulting services of canis lupus GmbH under service and project contracts.

(2) The 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 shall apply exclusively. General Terms and Conditions of Business (GTC) of any clients and purchasing conditions of any contractors shall not apply. These are hereby expressly rejected. The objection is made on the basis of these General Terms and Conditions (GTC). By submitting and placing an order with canis lupus GmbH and with knowledge of these General Terms and Conditions (GTC), the customer declares that he agrees to the validity and effectiveness of these terms and conditions without exception. Finally, 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) shall apply without restriction, always and without exception, regardless of the scope, frequency or depth of the service. 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 the statutory provisions. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in this agreement.

(5) The special provisions of the General Terms and Conditions (GTC) in II, III and IV shall always and in particular apply when canis lupus GmbH confirms the commissioning of a service and/or delivery of the respective portfolio of offers and services to the client. The application of the relevant regulatory sub-section(s) - particular section(s) - results from any contractual works, the documents of the business relationship, from the contents of the service description, from the order confirmation, on the basis of the following definitions and delimitations 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) has not been clarified in detail, the customer is obliged to obtain further information from canis lupus GmbH regarding the specific provisions of the General Terms and Conditions (GTC). canis lupus GmbH is then obliged to explain which specific areas of regulation form the basis of the corresponding service. If this clarification is not provided, those areas of application shall apply which come closest to the meaning and purpose of the contractual relationship in a legally effective manner.

II B2C trade describes the offering and selling of articles on public digital platforms of third parties, such as Amazon, eBay, Rakuten and Alibaba. In doing so, canis lupus GmbH necessarily undertakes to comply with the respective provisions applicable there, which is why this also includes platform-supported sales to corporations and/or commercially active sole traders. The sales channel is therefore the primary defining and legal differentiator between B2C and B2B commerce. Furthermore, in accordance with the German Distance Selling Act (Fernabsatzgesetz) pursuant to Section 312g of the German Civil Code (BGB), B2C trade also includes sales to consumers pursuant to Section 13 BGB that are conducted and operated by canis lupus GmbH's customer service by telephone, e-mail or on site.

III. B2B trade describes the sale or purchase processing of items on the company's own B2B webshop as well as order processing on the self-operated seller platform of canis lupus GmbH. B2B trade is expressly not subject to any third-party provisions.

IV. Digitisation and consulting services are all those services of canis lupus GmbH that are regulated between canis lupus GmbH and the Customer in a service or project contract and that go beyond the sale of articles and the processing of product-related orders in terms of their nature. Unless explicitly agreed, work contract regulations are generally excluded.

(6) Insofar as separate contractual agreements, such as service contracts, contain provisions that clearly deviate from, contradict or are even incompatible with the General Terms and Conditions (GTC), the individually agreed contractual contents shall take precedence over the General Terms and Conditions (GTC).

(7) The current and therefore valid version of the General Terms and Conditions (GTC) is available on the website https://ecanis.shop/legal or on direct request at service@ecanis.de or can be ordered by calling 0711-99585300.

(8) The terms and conditions of purchase that apply with regard to the co-operation between canis lupus GmbH and various suppliers, service providers, subcontractors and vicarious agents are regulated separately and outside the General Terms and Conditions (GTC). In this respect, it should be emphasised that although canis lupus GmbH trades in its own name and for its own account, it never assumes the legal status of a manufacturer and is therefore always and completely excluded from product liability. Product liability is regulated in § 1 - § 19 ProdHaftG. This also includes any consequential costs for which canis lupus GmbH is also not liable.

(9) The European Commission provides a platform for online dispute resolution (ODR). This platform is intended to serve as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online sales contracts and online service contracts. The platform can be accessed at http://ec.europa.eu/consumers/odr/. canis lupus GmbH does not participate in dispute resolution proceedings before a consumer arbitration board.

§ 2 Offers

We expressly reserve the right to make reasonable technical and design deviations from information or illustrations in service descriptions, product catalogues, offer templates and written documents, as well as necessary changes in the course of technical progress and further development, without this giving rise to any rights or claims against canis lupus GmbH.

§ 3 Conclusion of contract

(1) canis lupus GmbH submits binding purchase offers on third-party platforms - in particular to consumers in accordance with Section 13 BGB. These are neither provided with a reservation of cancellation according to § 308 BGB nor does canis lupus GmbH pursue a business policy that would allow short sales. In this respect, purchase contracts are effectively concluded in accordance with § 433 BGB upon acceptance of the purchase offer by the customer. Due to the presumed presence of canis lupus GmbH in distance selling in accordance with § 312g BGB, the declaration of intent made by the customer is deemed to have been received directly in accordance with § 130 BGB. The additional, purely voluntary, transmission of the written order confirmation by canis lupus GmbH via common telecommunication media is permissible in principle.

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

(3) In principle and in contrast to § I. 3 (1), a contract in B2B trade and with regard to the digitisation and consulting services is effectively concluded upon receipt of the written order confirmation from canis lupus GmbH by the customer. In this respect, the General Terms and Conditions (GTC) of canis lupus GmbH shall apply exclusively. The transmission of the written order confirmation via common telecommunication media is permissible. In this way, the order confirmation of canis lupus GmbH shall always be deemed to have been received directly, in contrast to by post.

(4) Deviations, changes and additions to the originally agreed scope of services must be agreed in writing. The use of standard telecommunication media is also permitted here.

(5) Once the contract has been concluded, canis lupus GmbH is generally permitted to list the client as a reference customer using the official company logo, unless the client is a consumer in accordance with § 13 BGB (German Civil Code). The client may actively object to the publication of the reference. The client must separately agree to any publicity reporting by canis lupus GmbH.

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

(7) canis lupus GmbH reserves the right to appear on digital sales platforms with a trademark that does not correspond to the company name and in this respect serves exclusively sales purposes. The dealer name "Premium Parts" is an example of this. However, this does not detract from the fact that canis lupus GmbH becomes the sole contractual partner of the client. The correct and complete company name must necessarily be taken from the imprint.

§ 4 Prices and terms of payment

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

B2C trade

The prices quoted are subject to statutory VAT and are valid at the time of inspection of the offer.

B2B trade

The prices quoted are exclusive of statutory VAT and are valid for the agreed term, but at least until the price list is expressly amended by canis lupus GmbH.

Digitisation and consulting services

The prices quoted are subject to statutory VAT and are valid for the agreed contract term.

(2) canis lupus GmbH shall be entitled to make the delivery and/or provision of services dependent on an advance payment or down payment and to invoice on account within the framework of the fulfilment of the order. In addition, canis lupus GmbH is authorised to refuse orders in the event of outstanding accounts. Offsetting or settlement of balances by canis lupus GmbH is only permitted with undisputed and legally established claims.

(3) If the customer and/or third parties refuse to confirm or even fulfil any acceptance criteria or prevent the order or purchase from being processed due to insufficient cooperation, canis lupus GmbH shall be entitled, subject to a two-week period to be communicated in writing, to issue partial invoices and to invoice on account.

(4) Unless otherwise agreed, canis lupus GmbH shall invoice in advance (e.g. real-time bank transfer or PayPal). It sends electronic payment requests and invoices that comply with the provisions of § 14 UStG to an explicitly specified e-mail address of the customer for receipt of the invoice or makes them available at a previously specified location. In contrast to the postal service, the invoice is then deemed to have been received immediately. In principle, invoices are issued daily, at order level and cumulated by goods recipient or delivery address.

(5) If purchase on account is agreed between canis lupus GmbH and the Customer in the course of the business relationship, canis lupus GmbH shall be entitled to charge interest on arrears in the amount of 9.00% p.a. above the respective base interest rate of the European Central Bank in the event of default of payment in accordance with § 288 BGB. In addition, a lump sum of EUR 40.00 shall be charged for legal action in accordance with § 288 (5) BGB. In the event of default of payment, canis lupus GmbH shall ultimately also reserve the right to postpone further fulfilment of current orders until receipt of payment has been legally established and to demand advance payment again for future services. Offsetting by the customer is only permitted with undisputed and legally established claims.

(6) With regard to specific trading platforms, e.g. Tyre24 of ALZURA AG, canis lupus GmbH is authorised to follow the practices there in terms of process and to offer the corresponding payment methods of the closed marketplace. In this respect, the SEPA direct debit procedure - basic and company direct debits - is also used. In the event of returned and/or unredeemed direct debits, canis lupus GmbH shall be entitled to charge the customer the fees incurred - also taking into account its own processing costs.

§ 5 Limitation of liability

(1) canis lupus GmbH and the client shall be liable in the event of malice, intent or gross negligence in accordance with the statutory provisions and principles. This shall not affect liability for the infringement of third-party property rights, for personal injury and for the breach of essential contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the other party may regularly rely - so-called cardinal obligations.

(2) In the event of slight negligence, canis lupus GmbH shall only be liable for typical damage that was foreseeable at the time the contract was concluded. Liability for loss of profit, indirect damage and consequential damage caused by defects shall be excluded as a matter of principle, insofar as they are based on slightly negligent breaches of material contractual obligations.

(3) All of the aforementioned exclusions/limitations of liability shall not apply to damages resulting from injury to life, limb or health that are based on a negligent breach of duty by canis lupus GmbH or the client, or in the event that the parties have acted fraudulently or have assumed an expressly stated guarantee. The parties shall be liable for the culpability of third parties acting on their behalf in the same way as for their own culpability, but exclusively within the framework of the statutory provisions and in accordance with the above provisions.

(4) In the event of force majeure, such as war, epidemics, government measures, natural disasters, etc., neither party shall be liable for any delay or non-fulfilment of its obligations caused thereby. The parties agree that a strike is not 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 giving reasons. The customer shall be informed of any changes in text form, i.e. in writing, but only if the contract already existing between canis lupus GmbH and the customer undergoes or would undergo a legal change. In this respect, canis lupus GmbH is permitted to make a link available to the customer. The client shall be notified of the revised General Terms and Conditions (GTC) 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 to have been accepted. In this respect, the tacit reservation of amendment is bindingly agreed.

(2) If the client objects to the intended amendment in due time and form, the existing contract shall continue to run under the previous conditions. In the event of an objection by the client, however, canis lupus GmbH shall have 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 with due notice remains unaffected by this.

(3) If a provision of these General Terms and Conditions (GTC) is invalid, the remaining provisions shall remain unaffected. The invalid provision shall be deemed to be replaced by a provision that comes closest to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to any loopholes.

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

§ 7 Place of jurisdiction and applicable law

(1) All legal disputes shall be decided by the courts responsible for the registered office of canis lupus GmbH. canis lupus GmbH shall also be entitled to take legal action before the courts having jurisdiction for the customer's registered office.

(2) All contracts of canis lupus GmbH shall be governed by substantive and formal German law. The contract language is primarily German, in exceptional cases also English.

(3) The applicable place of fulfilment shall be based on the respective performance promise of canis lupus GmbH and may deviate from the standard case in view of the special provisions of these General Terms and Conditions (GTC).

§ 8 Data protection

(1) The current version of canis lupus GmbH's privacy policy can be viewed at the following link: https://www.ecanis.shop/datenschutz

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

(3) The statutory provisions on data protection apply without restriction.

II B2C trade

§ 1 Subject matter of the contract

(1) The object of the contract on the part of canis lupus GmbH is the sale of goods on public digital platforms of third parties, such as Amazon, eBay, Rakuten and Alibaba. In doing so, canis lupus GmbH undertakes to comply with the provisions applicable there, which is why platform-supported sales to corporations and/or commercially active sole traders also fall under this category. Furthermore, B2C trade in accordance with the Distance Selling Act pursuant to Section 312g BGB also includes sales to consumers pursuant to Section 13 BGB that are carried out by telephone, email or on site by canis lupus GmbH's customer service. canis lupus GmbH sells in its own name for its own account, despite the fact that 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 the public digital platforms of third parties, canis lupus GmbH uses name affixes such as "authorised dealer" of the respective manufacturer. However, no manufacturer-like status is derived from this either.

(2) If an item is placed on the platforms of third parties by canis lupus GmbH, the offer page represents the binding offer to conclude the purchase contract - under the conditions contained in the item page.

(3) The General Terms and Conditions (GTC) and legal practices of the respective platform apply first and foremost to the acceptance of the binding offer or the conclusion of the purchase contract in accordance with § 433 BGB. canis lupus GmbH refers to and commits itself to these without restriction. In addition, the General Terms and Conditions (GTC) of canis lupus GmbH shall apply to all unregulated circumstances.

(4) The contract language is generally German or in accordance with the provisions of the public digital platform. canis lupus GmbH does not store the complete text of the contract, but only those contract data that are legally required or necessary for validity. Before sending the order, the contract data can be printed out and/or electronically saved using the browser's print function. After receipt of the order by canis lupus GmbH, the order data, the legally required information for distance selling contracts and the General Terms and Conditions (GTC) are sent to the customer again by e-mail.

§ 2 Right of retention and retention of title

(1) The customer may only exercise a right of retention in accordance with § 273 BGB (German Civil Code), if he is a consumer in accordance with § 13 BGB, if the reason for retention is undisputed and undoubtedly unfulfilled performance obligations of canis lupus GmbH arising from the same contractual relationship between the customer and canis lupus GmbH.

(2) canis lupus GmbH retains legal title to the delivered goods until the purchase price has been paid in full by the customer. The retention of title of canis lupus GmbH in accordance with § 449 BGB is to be understood as "extended" and entitles canis lupus GmbH to withdraw from the contract - to the exclusion of an acquisition in good faith.

(3) If the client is an entrepreneur on the public digital platform in accordance with Section 14 BGB, the following shall apply in addition:

canis lupus GmbH retains title to the goods within the meaning of the extended retention of title until all claims arising from the current business relationship have been settled in full. Prior to the transfer of ownership of the reserved goods, pledging or transfer by way of security, for example by a bank, is not permitted.
In principle, the customer may resell the goods in the ordinary course of business. In this case, the customer hereby assigns all claims in the amount of the invoice amount arising from the resale to canis lupus GmbH, which accepts this assignment by virtue of these General Terms and Conditions (GTC). The customer shall continue to be authorised to collect the claim. However, if he does not properly fulfil his payment obligations, canis lupus GmbH reserves the right to collect the claim itself.
If the reserved goods are combined and mixed, canis lupus GmbH shall acquire co-ownership of the new item in the ratio of 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 request of the customer to the extent that the realisable value of the securities exceeds the claim to be secured by more than 10%. The selection of the securities to be released shall be at the discretion of canis lupus GmbH.

§ 3 Warranty

(1) The statutory warranty for defects shall apply. In this respect, canis lupus GmbH refers to the provisions of § 365 BGB in conjunction with § 437 BGB. Only the information provided by canis lupus GmbH and the manufacturer's product descriptions shall be deemed agreed as the quality of the item, but not other advertising, public promotions and statements by the manufacturer.

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

(3) In the event of material defects, canis lupus GmbH shall, at its discretion, provide warranty or subsequent fulfilment by rectification or subsequent delivery in accordance with Section 439 (1) BGB. If the rectification of defects fails, the customer may, at his discretion, demand a reduction in price or withdraw from the contract. The rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or defect or other circumstances indicate otherwise. Due to the disproportionality of the rectification of defects, canis lupus GmbH shall primarily provide subsequent fulfilment through subsequent delivery. This is usually carried out in accordance with the platform conditions after receipt of the returned goods. Unless otherwise agreed, canis lupus GmbH shall bear the transport costs.

(4) Product liability is regulated in § 1 - § 19 ProdHaftG. This lies 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 in the delivered goods, even if canis lupus GmbH lists incorrect product descriptions and master data of the manufacturer in the offer text. This is legally cured by the fact that professional installation is a prerequisite for spare parts and independent non-professional installation by the customer is exclusively at the customer's risk.

(5) canis lupus GmbH does not assume any guarantee. The liability of canis lupus GmbH for any guarantee declarations of the manufacturer are completely excluded, even if guarantee declarations of the manufacturer are incorrectly sent to the customer via canis lupus GmbH in the context of incorrect product descriptions and master data or are listed in the text of the offer.

(6) canis lupus GmbH is also not liable to third parties, e.g. consumer protection organisations, for misleading warranty statements made by the manufacturer, for example. The product descriptions and master data are generally, and unless otherwise agreed, the legal property of the manufacturer.

(7) If the customer is a consumer according to § 13 BGB, he is requested to check the goods immediately 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. If the customer fails to do so, this shall have no direct effect on the statutory warranty claims.

(8) If the client is an entrepreneur in accordance with § 14 BGB, the following shall apply in deviation from or in addition to the above warranty provisions:

In the event of material defects, canis lupus GmbH shall, at its discretion, provide warranty or subsequent fulfilment by rectification or subsequent delivery in accordance with Section 439 (1) BGB. If the rectification of defects fails, the customer may, at his discretion, demand a reduction in price or withdraw from the contract. The rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or defect or other circumstances indicate otherwise. Due to the disproportionality of the rectification of defects, canis lupus GmbH shall primarily provide subsequent fulfilment through subsequent delivery. Unless otherwise agreed, it shall not bear the transport costs.
The warranty period is one year in accordance with the shortened period based on the General Terms and Conditions (GTC) and begins with the acceptance of the goods.
The shortened period does not apply:
- for culpably caused damage attributable to canis lupus GmbH arising from injury to life, limb or health and for other damage caused intentionally or through gross negligence;
- insofar as canis lupus GmbH has fraudulently concealed the defect;
- for items that have been used for a building in accordance with their normal use and have caused its defectiveness;
- in the case of statutory recourse claims which the client has against canis lupus GmbH in connection with warranty rights.

(9) For practical reasons, warranty claims and complaints should ideally - but not necessarily - be registered or documented using the canis lupus GmbH complaint form at warranty@ecanis.de or on the respective platform. Of course, canis lupus GmbH will not treat complaints that are not based on a complaint form unfavourably.

(10) canis lupus GmbH shall decide on warranty cases and complaints within 14 days. The credit note from canis lupus GmbH to the customer, if the customer is a consumer according to § 13 BGB (German Civil Code) and if the customer rejects both rectification and subsequent delivery, shall be issued no later than 14 days after canis lupus GmbH declares the complaint to be justified due to an actual material defect. The General Terms and Conditions (GTC) of the platforms, which as a rule provide for neither rectification nor subsequent delivery - but for reimbursement by canis lupus GmbH after receipt of the returned goods - remain unaffected by this. In this respect, canis lupus GmbH is also permitted to create exchange orders in agreement with the customer. canis lupus GmbH shall be entitled to issue a credit note to the customer within 14 days for reasons of goodwill and waiving the right to rectification or subsequent delivery, provided that the customer is an entrepreneur in accordance with § 14 BGB (German Civil Code).

§ 4 Choice of law, place of fulfilment and place of jurisdiction

(1) German law shall apply. In the case of consumers, this choice of law shall only apply insofar as the protection afforded by mandatory provisions of the law of the state of the consumer's habitual residence is not thereby withdrawn (principle of favourability).

(2) The place of fulfilment for all services arising from the business relationships existing with canis lupus GmbH and the place of jurisdiction shall be the registered office of canis lupus GmbH, insofar as the Customer is not a consumer but a merchant, a legal entity under public law or a special fund under public law. The same applies if the client does not have a general place of jurisdiction in Germany or the EU or if the place of residence or habitual abode is unknown at the time the action is filed. This shall not affect the right to appeal to the court at another legal place of jurisdiction.

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

(4) The European Commission provides a platform for out-of-court online dispute resolution (ODR platform), available at https://ec.europa.eu/odr.

§ 5 Prices and payment modalities

(1) Unless otherwise stated in the product descriptions of canis lupus GmbH, the prices stated in the respective offers represent total prices. They include all price components including all applicable taxes - in particular the statutory value added tax. In accordance with the German Price Indication Ordinance (PAngV), canis lupus GmbH is obliged to maintain both price truthfulness and price clarity. Where necessary, canis lupus GmbH shall also indicate the corresponding and comparable basic prices.

(2) If shipping costs are incurred, these shall be shown separately during the ordering process or added to the total price and shall be borne additionally by the customer, unless delivery free of shipping costs has been agreed from the outset.

(3) Any costs incurred for the transfer of money (transfer or exchange rate fees of the credit institutions) shall be borne by the client in cases where the delivery is made to an EU member state but the payment was initiated outside the European Union.

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

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

§ 6 Terms of delivery

(1) The delivery conditions, the delivery date and any existing delivery restrictions can be found under a correspondingly labelled button in the respective offer. If no other period is specified in the respective offer or under the correspondingly labelled button, the goods shall be delivered within 3-5 days after conclusion of the contract (in the case of agreed advance payment, however, only after the time of the payment instruction by the customer).

(2) If the customer is a consumer in accordance with Section 13 BGB, Section 475 BGB stipulates that the risk of accidental loss and accidental deterioration of the sold item during shipment shall not pass to the customer until the goods are handed over. Accordingly, the Incoterm DAP (Incoterms 2020) shall apply. This shall not apply if the Customer has independently commissioned a transport company not named by canis lupus GmbH or another person designated to carry out the shipment.

(3) The customer is obliged to keep the original packaging of the delivered goods until the final inspection of functionality and freedom from defects or until the expiry of the cancellation period. canis lupus GmbH explicitly refers to the obligation to keep the original packaging in the invoice issued in accordance with § 14 UStG. The General Terms and Conditions (GTC) are thus deemed to have been acknowledged by the customer.

(4) In the case of returns based on the right of cancellation and complaints due to a genuine material defect, the customer is obliged, unless otherwise agreed, to pack the goods for return shipment in the original packaging and in an appropriate manner that prevents any transport damage.

(5) In general, canis lupus GmbH reserves the right to levy transport surcharges for excess lengths, bulky goods and/or island deliveries.

(6) canis lupus GmbH does not owe any written publication of general dispatch conditions. However, canis lupus GmbH shall inform the customer of the conditions applicable to the dispatch at the latest before the order is placed or the contract is concluded.

(7) If reference is made to Incoterms in the delivery conditions of these General Terms and Conditions (GTC) and/or individual contractual provisions, the current version shall apply in each case - even if old and/or outdated versions are quoted in brackets in the General Terms and Conditions (GTC).

§ 7 Right of cancellation

(1) If the client is a consumer in accordance with Section 13 of the German Civil Code (BGB), he has the right to cancel distance contracts within 14 days without giving reasons in accordance with Section 312g BGB.

The cancellation period is 14 days from the day on which the customer or a third party named by the customer, who is not the carrier, has taken possession of the goods, or also if the customer has ordered one or more goods as part of a single order and these are delivered as a unit.
The cancellation period is also 14 days from the day on which the customer or a third party named by him, who is not the carrier, has taken possession of the last goods, provided that he has ordered several goods as part of a single order and these are delivered separately.

(2) The client's right of cancellation must be exercised vis-à-vis canis lupus GmbH by means of a clear declaration (e.g. a letter sent by post, fax or email) of the decision to cancel the contract. The client can use the cancellation forms provided on the platforms or declare his cancellation informally.

(3) If deviating cancellation periods are defined in the provisions or legal practices of the public digital platforms of third parties or in the offer texts, these shall apply unless canis lupus GmbH expressly excludes the deviating cancellation periods in a manner that is obvious to the customer. canis lupus GmbH fundamentally excludes cancellation periods that exceed 30 days within the meaning of the criteria defined above. Specifically, the cancellation period on eBay, Amazon and other third-party platforms is 30 days.

(4) The cancellation periods on the public digital platforms can also be applied by canis lupus GmbH for entrepreneurs in accordance with § 14 BGB, in deviation from § 312g BGB and on the basis of the platform provisions.

(5) In order to comply with the cancellation period, it is sufficient if the client demonstrably sends the notification of the exercise of the right of cancellation before the expiry of the cancellation period and this is received by canis lupus GmbH within a reasonable period, e.g. 5 working days.

(6) The costs of the return shipment incurred as a result of exercising the right of cancellation shall be borne exclusively by the customer - subject to a voluntary goodwill decision by canis lupus GmbH.

§ 8 Consequences of cancellation

(1) If the customer cancels the underlying contract, canis lupus GmbH shall reimburse all payments, including delivery costs (with the exception of additional costs resulting from the fact that the customer has chosen a different type of delivery than the cheapest standard delivery offered by canis lupus GmbH), but not the costs of return shipping, immediately and at the latest within 14 days from the day on which canis lupus GmbH receives notification of the cancellation of this contract by the customer. For this repayment, canis lupus shall, if possible, use the same means of payment that was used for the original transaction, unless expressly agreed otherwise with the customer. Under no circumstances will the customer be charged any fees for this repayment. The only exceptions to this are foreign currency transactions. canis lupus GmbH shall take the euro amount received as a basis and multiply this by the foreign currency exchange rate of the original transaction date.

(2) canis lupus may refuse repayment until it has received the goods back or has received proof that the goods have been returned to the address specified by canis lupus GmbH, whichever is the earlier. The customer must return the goods immediately and in any case no later than 14 days from the day on which he notifies canis lupus GmbH of the cancellation of the contract to the specified address.

(3) The customer must always pay for any loss in value of the goods in accordance with Section 357 (7) BGB if this loss in value is due to handling of the goods that is not necessary for checking the quality, properties and functionality of the goods. In such cases, canis lupus GmbH is entitled to deduct the loss in value from the purchase price and to retain it for the refund.

§ 9 Exclusion and cancellation of the revocation

(1) The right of cancellation does not apply to contracts:

for the delivery of goods which are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly customised to the personal needs of the consumer;
for the delivery of goods that can spoil quickly or whose expiry date would be quickly exceeded;
for the delivery of newspapers, magazines or periodicals with the exception of subscription contracts.

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

for the delivery of sealed goods that are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery, or
for the delivery of goods if they have been inseparably mixed with other goods after delivery due to their nature, or
for the delivery of audio or video recordings or computer software in a sealed package if the seal has been removed after delivery.

(3) The sample cancellation form is listed below as an example.

______________________________

Sample cancellation form

To canis lupus GmbH
Glemseckstraße 52, 71229 Leonberg
Fax number: +4971199585301
E-mail address: service@ecanis.de

I / we (*) hereby cancel 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 the client
Address of the client
Signature of the client (only for notification on paper)
date

(*) Delete as appropriate.

______________________________

§ 10 Obligations of canis lupus GmbH

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

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

§ 11 Obligations of the client

(1) Pursuant to § 433 para. 2 BGB (German Civil Code), the customer shall be obliged to pay the purchase price and accept the ordered goods in due time.

§ 12 Insurance

(1) canis lupus GmbH is obliged to take out and maintain business and product liability insurance for the duration of the contract in order to secure any claims for compensation by the client. The amounts of cover per loss event shall be at least:

(a) Personal injury and property damage: EUR 5,000,000.00 generally per claim

(b) Financial losses: EUR 1,000,000.00 per claim

(2) At the request of the client, canis lupus GmbH shall submit an insurance certificate.

§ 13 Data protection

(1) The current version of canis lupus GmbH's privacy policy can be viewed at the following link: https://ecanis.shop/datenschutz

(3) The statutory provisions on data protection apply without restriction.

III. B2B trade

§ 1 Subject matter of the contract

(1) The subject matter of the contract is the sale of goods on canis lupus GmbH's own B2B webshop and order processing on the seller platform operated by canis lupus GmbH. The subject matter of the contract is generally to be described as a fulfilment service and is not subject to any third-party provisions, such as public digital platforms. The General Terms and Conditions (GTC) of canis lupus GmbH shall apply exclusively. canis lupus GmbH sells in its own name for its own account, despite the fact that 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 uses name affixes such as "authorised dealer" of the manufacturer. However, no manufacturer-like status is derived from this either.

(2) If an item is placed on the B2B webshop, the offer page represents the binding offer to conclude the contract - under the conditions contained in the item page. In this respect, canis lupus GmbH only owes the purchase processing service offered in the B2B webshop, but not the B2B webshop itself.

(3) With regard to order processing on the Sellerplatform, canis lupus GmbH and the Client agree on a product portfolio available to the Client for universal resale on the basis of a service contract. The master data is transmitted on the basis of the listing file provided by canis lupus GmbH via FTP access. The product portfolio is made available to the customer in the format defined by canis lupus GmbH. The Sellerplatform is used for the regular loading of orders. In this respect, canis lupus GmbH only owes the order processing service offered in the Sellerplatform, but not the Sellerplatform itself.

(4) The B2B Webshop and the Sellerplatform as such are neither services or works nor part of the service provision of canis lupus GmbH, but are defined exclusively as a secure and preferred communication channel between canis lupus GmbH and the Customer. canis lupus GmbH may also temporarily provide the processing service via other communication channels, such as a letter sent by post, fax or e-mail. In this respect, the backup of data in the B2B webshop and Sellerplatform, for example, is not part of the contract. canis lupus GmbH does not owe regular and industry-standard data backups.

(5) If the client wishes to make use of the digitised processing services, a terminal or device is required that fully meets the specified system and compatibility requirements. It should be noted that individual terminals or devices may be subject to functional restrictions for security reasons. The compatibility requirements for end devices and devices may change over time, in particular due to technical progress. Consequently, canis lupus GmbH accepts no liability for the technical exclusion of use of individual and previously compatible end devices or devices. A secure and stable Internet connection is essential to use the processing service. The fulfilment of the infrastructure requirements is the sole responsibility of the client.

(6) According to the general and current state of the art, programme errors occurring in the B2B webshop and in the Sellerplatform cannot be completely excluded. Therefore, as emphasised in III. § 1 (4), the subject matter of the contract cannot go beyond the processing service provided.

§ 2 Right of retention and retention of title

(1) The Customer may only exercise a right of retention in accordance with § 273 BGB if he is a consumer in accordance with § 13 BGB if the reason for retention relates to undisputed and undoubtedly unfulfilled performance obligations of canis lupus GmbH arising from the same contractual relationship between the Customer and canis lupus GmbH. The customer, who is an entrepreneur in accordance with § 14 BGB, has no right of retention.

(2) canis lupus GmbH always and necessarily retains legal title to the delivered goods until full payment of the purchase price by the customer. The retention of title of canis lupus GmbH according to § 449 BGB (German Civil Code) is to be understood as "extended" and entitles canis lupus GmbH to withdraw from the contract to the exclusion of an acquisition in good faith.

(3) In addition, canis lupus GmbH reserves the legal title to the goods until all claims arising from the current business relationship have been settled in full, provided that the customer is an entrepreneur in accordance with § 14 BGB (German Civil Code). Prior to the transfer of ownership of the reserved goods, pledging or transfer by way of security, for example by a credit institution, is not permitted.

(4) The Client may generally resell the goods in the ordinary course of business. In this case, the Customer hereby assigns to canis lupus GmbH, which accepts this assignment by virtue of these General Terms and Conditions (GTC), all claims in the amount of the invoice amount arising from the resale. The customer shall continue to be authorised to collect the claim. However, if he does not properly fulfil his payment obligations, canis lupus GmbH reserves the right to collect the claim itself.

(5) If the goods subject to retention of title are combined and mixed, canis lupus GmbH shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title 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 request of the Customer to the extent that the realisable value of the securities exceeds the claim to be secured by more than 10%. The selection of the securities to be released shall be at the discretion of canis lupus GmbH.

§ 3 Warranty

(2) The warranty period begins in accordance with § 439 BGB and § 476 BGB and against the background of the fundamental shortening of the period of canis lupus GmbH on the basis of the General Terms and Conditions (GTC) with the delivery of the goods by canis lupus GmbH to the third party commissioned with the transport and ends after the expiry of one year. Twelve months after conclusion of the purchase or delivery of the goods, the burden of proof shall pass to the consumer in accordance with § 477 BGB (German Civil Code), provided that such a consumer participates in the commercial chain after canis lupus GmbH and the customer.

The shortened deadline does not apply:

for culpably caused damage attributable to canis lupus GmbH arising from injury to life, limb or health and for other damage caused intentionally or through gross negligence;
insofar as canis lupus GmbH has fraudulently concealed the defect;
for items that have been used for a building in accordance with their normal use and have caused its defectiveness;
in the case of statutory recourse claims which the client has against canis lupus GmbH in connection with warranty rights.

(3) Product liability is regulated in § 1 - § 19 ProdHaftG. This lies 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 in the delivered goods, even if canis lupus GmbH lists incorrect product descriptions and master data of the manufacturer in the offer text. This is legally cured by the fact that professional installation is a prerequisite for spare parts and independent non-professional installation by the customer is exclusively at the customer's risk.

(4) canis lupus GmbH does not assume any guarantee. The liability of canis lupus GmbH for any guarantee declarations of the manufacturer are completely excluded, even if guarantee declarations of the manufacturer are incorrectly sent to the customer via canis lupus GmbH in the context of incorrect product descriptions and master data or are listed in the text of the offer.

(5) canis lupus GmbH is also not liable to third parties, e.g. consumer protection organisations, for misleading warranty statements made by the manufacturer, for example. The product descriptions and master data are generally, and unless otherwise agreed, the legal property of the manufacturer.

(6) The Client is required to appeal to its end customers, insofar as they are consumers in accordance with § 13 BGB, to check the goods immediately upon delivery for completeness, obvious defects and transport damage and to notify canis lupus GmbH and the forwarding agent of any complaints as soon as possible. If the customer fails to do so, however, this shall have no direct effect on the statutory warranty claims.

(7) In the event of material defects, canis lupus GmbH shall, at its discretion, provide warranty or subsequent fulfilment by rectification or subsequent delivery in accordance with Section 439 (1) BGB. If the rectification of defects fails, the customer may, at his discretion, demand a reduction in price or withdraw from the contract. The rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or defect or other circumstances indicate otherwise. Due to the disproportionality of rectification, canis lupus GmbH shall primarily provide subsequent fulfilment through subsequent delivery. This is usually carried out after receipt of the returned goods. Unless otherwise agreed, canis lupus GmbH shall not bear the transport costs.

(8) Warranty claims and complaints must always and exclusively be reported or documented using the canis lupus GmbH complaint form at warranty@ecanis.de. However, canis lupus GmbH expressly emphasises that the client cannot assert or enforce such a regulation against consumers in accordance with § 13 BGB.

(9) canis lupus GmbH shall decide on warranty cases and complaints within 14 days. The credit note from canis lupus GmbH to the Customer, if the Customer is a consumer according to § 13 BGB (German Civil Code) and if the Customer rejects both rectification and subsequent delivery, shall be issued no later than 14 days after canis lupus GmbH declares the complaint to be justified due to an actual material defect. canis lupus GmbH shall be entitled to issue a credit note to the customer as a gesture of goodwill and waiving the right to rectification or subsequent delivery within 14 days if the customer is an entrepreneur in accordance with § 14 BGB.

§ 4 Choice of law, place of fulfilment and place of jurisdiction

(1) German law shall apply.

(2) The place of fulfilment for all services arising from the business relationships existing with canis lupus GmbH and the place of jurisdiction shall be the registered office of canis lupus GmbH, insofar as the Customer is not a consumer but a merchant, a legal entity under public law or a special fund under public law. The same applies if the client has no general place of jurisdiction in Germany or the EU or if the place of residence or habitual abode is not known at the time the action is filed. This shall not affect the right to appeal to the court at another legal place of jurisdiction.

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

(4) The European Commission provides a platform for out-of-court online dispute resolution (ODR platform), available at https://ec.europa.eu/odr.

§ 5 Prices and payment modalities

(1) The prices quoted in B2B trade are, subject to deviating VAT regulations for intra-Community deliveries and deliveries to third countries, exclusive of statutory VAT. In this respect, the customer undertakes to provide canis lupus GmbH with its own VAT ID number. Only in this way can it be ensured that the VAT series transactions are treated in accordance with the statutory provisions. If the client subsequently registers in any countries of destination, this must also be communicated to canis lupus GmbH, ideally in writing.

(2) The prices for order processing on the Sellerplatform are agreed separately between the Customer and canis lupus GmbH and documented in price lists. canis lupus GmbH is responsible for creating and updating the price lists. The price lists shall become valid on the communicated effective date.

(3) The prices listed in the B2B webshop in the respective offers 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 truthfulness and price clarity. Where necessary, canis lupus GmbH shall also indicate the corresponding and comparable basic prices.

Shipping costs are shown separately during the ordering process or added to the total price and are to be borne by the customer in addition, unless free delivery has been agreed in advance.
The payment methods available to the customer are shown under a correspondingly labelled button in the respective offer.

(4) Any costs incurred for the transfer of money (transfer or exchange rate fees of the credit institutions) shall be borne by the client in cases where the delivery is made to an EU member state but the payment was initiated outside the European Union.

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

§ 6 Terms of delivery

(1) Orders placed by the Client shall only be valid and binding if they are placed in writing and/or electronically. The Client is not required to sign orders. The written and/or electronic form shall be deemed to have been complied with if orders are sent via API interface or via another electronic remote transmission system (e.g. Sellerplatform of canis lupus GmbH).

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

(3) canis lupus GmbH undertakes to provide an updated stock overview at least once a day on working days (Mon - Fri).

(4) Cancellations due to non-existent stock at the manufacturer or at canis lupus GmbH will be communicated to the customer via Sellerplatform or B2B webshop. If the customer has initiated a money transfer to canis lupus GmbH on the basis of a payment request, canis lupus GmbH undertakes to initiate the repayment of the purchase price (valued at the original exchange rate for foreign currency transactions) for non-deliverable items within two working days. Claims for recourse against canis lupus GmbH are generally excluded in the event of non-fulfilment due to failure to confirm the order.

(5) As soon as canis lupus GmbH has handed over the goods to the transport company, delivery and dispatch shall be at the risk - in particular loss and damage - of the customer, who shall be responsible for insuring the goods, in accordance with § 447 BGB. Excluded from this are dropshipping deliveries and deliveries for stockpiling, which are commissioned by canis lupus GmbH for transport. In these cases, the Incoterm DAP (Incoterms 2020) shall apply.

(6) The customer is obliged to keep the original packaging of the delivered goods until the final inspection of functionality and freedom from defects or until the expiry of the cancellation period. canis lupus GmbH explicitly refers to the obligation to keep the original packaging in the invoice issued in accordance with § 14 UStG. The General Terms and Conditions (GTC) are thus deemed to have been acknowledged by the customer.

(7) In the case of returns based on the right of cancellation and complaints due to a genuine material defect, the customer is obliged, unless otherwise agreed, to pack the goods for return shipment in the original packaging and in an appropriate manner that prevents any transport damage.

(8) In general, canis lupus GmbH reserves the right to levy transport surcharges for excess lengths, bulky goods and/or island deliveries.

(9) canis lupus GmbH does not owe any written publication of general dispatch conditions. However, canis lupus GmbH shall inform the customer of the conditions applicable to the dispatch at the latest before the order is placed or the contract is concluded.

(10) If reference is made to Incoterms in the delivery conditions of these General Terms and Conditions (GTC) and/or individual contractual provisions, the current version shall apply in each case - even if old and/or outdated versions are quoted in brackets in the General Terms and Conditions (GTC).

(11) Any recourse claims against canis lupus GmbH - according to § 280 BGB - are excluded in general and with regard to back orders also in particular

§ 7 Right of cancellation

(1) canis lupus GmbH reserves the right to grant entrepreneurs registered in the B2B webshop the right of cancellation in accordance with § 312g BGB (German Civil Code) in rare and individual exceptions. This is done exclusively on a voluntary basis and does not justify any future claims of any customers against canis lupus GmbH. In this context, canis lupus GmbH is permitted to issue non-binding and/or time-limited declarations of intent.

The cancellation period is 14 days from the day on which the customer or a third party named by the customer, who is not the carrier, has taken possession of the goods, or also if the customer has ordered one or more goods as part of a single order and these are delivered as a unit.
The cancellation period is also 14 days from the day on which the customer or a third party named by him, who is not the carrier, has taken possession of the last goods, provided that he has ordered several goods as part of a single order and these are delivered separately.

(2) The client's right of cancellation must be exercised vis-à-vis canis lupus GmbH by means of a clear declaration (e.g. a letter sent by post, fax or email) of the decision to cancel the contract. The customer is obliged to use the cancellation forms provided in the B2B webshop for this purpose.

(3) In order to comply with the cancellation period, it is sufficient if the client sends the notification of the exercise of the right of cancellation before the expiry of the cancellation period and this reaches canis lupus GmbH within a reasonable period of time, e.g. 5 working days.

(4) The costs of the return shipment incurred as a result of exercising the right of cancellation shall be borne exclusively by the customer - subject to a voluntary goodwill decision by canis lupus GmbH.

§ 8 Consequences of cancellation

(2) canis lupus may refuse repayment until it has received the goods back or has received proof that the goods have been returned to the address specified by canis lupus GmbH, whichever is the earlier. The customer must return the goods immediately and in any case no later than 14 days from the day on which he informs canis lupus GmbH of the cancellation of the contract to the specified address.

§ 9 Exclusion and cancellation of the revocation

(1) The right of cancellation does not apply to contracts:

for the delivery of goods which are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly customised to the personal needs of the consumer;
for the delivery of goods that can spoil quickly or whose expiry date would be quickly exceeded;
for the delivery of newspapers, magazines or periodicals with the exception of subscription contracts.

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

for the delivery of sealed goods that are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery, or
for the delivery of goods if they have been inseparably mixed with other goods after delivery due to their nature or
for the delivery of audio or video recordings or computer software in a sealed package if the seal has been removed after delivery.

(3) The sample cancellation form is listed below as an example.

______________________________

Sample cancellation form

To canis lupus GmbH
Glemseckstraße 52 in 71229 Leonberg
Fax number: +4971199585301
E-mail address: service@ecanis.de

I / we (*) hereby cancel 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 the client
Address of the client
Signature of the client (only for notification on paper)
date

(*) Delete as appropriate.

______________________________

§ 10 Obligations of canis lupus GmbH

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

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

§ 11 Obligations of the client

(1) Pursuant to § 433 para. 2 BGB (German Civil Code), the customer shall be obliged to pay the purchase price and accept the ordered goods in due time.

(2) In addition, in accordance with § 377 of the German Commercial Code (HGB), the Customer shall be responsible for the inspection and immediate notification of any defects after delivery by canis lupus GmbH.

§ 12 Term and cancellation

(1) The agreement on the purchase and order processing shall apply until cancelled and may be terminated by canis lupus GmbH and the Customer with a notice period of 4 weeks to the end of the month. Any outstanding, unfulfilled delivery obligations of canis lupus GmbH or payment obligations of the Customer shall remain unaffected by the cancellation of this agreement. For all delivery obligations entered into by canis lupus GmbH prior to termination and which become due after termination, the provisions of this agreement shall continue to apply in full until fulfilment of the outstanding orders. The same applies to any payment obligations incurred by the client prior to the cancellation and which become due after the cancellation.

(2) The right of both contracting parties to terminate the contract without notice for good cause shall remain unaffected by this. Good cause shall be deemed to exist if circumstances arise which, taking into account the content and purpose of this contract, make it unreasonable for one or both contracting parties to continue the contractual relationship.

§ 13 Liability

(1) canis lupus GmbH shall be liable for damages in accordance with the statutory provisions if the client

claims for damages based on fraudulent intent, wilful intent or gross negligence, including fraudulent intent, wilful intent or gross negligence on the part of representatives or vicarious agents of canis lupus GmbH. If the client is not a consumer according to § 13 BGB, liability for gross negligence is limited to the foreseeable, typically occurring damage;
claims for damages relating to injury to life, limb and/or health;
asserts claims for damages or other claims relating to the breach of material contractual obligations, the so-called cardinal obligations. Cardinal obligations are those obligations that the contract must grant the client in accordance with its meaning and purpose or whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely. Data backup is not a cardinal obligation within the scope of the processing service of canis lupus GmbH.

§ 14 Insurance

(a) Personal injury and property damage: EUR 5,000,000.00 generally per claim

(b) Financial losses: EUR 1,000,000.00 per claim

(2) At the request of the client, canis lupus GmbH shall submit a confirmation of insurance.

§ 15 Data protection

(1) The current version of canis lupus GmbH's privacy policy can be viewed at the following link: https://ecanis.shop/datenschutz

(3) The statutory provisions on data protection apply without restriction.

IV. Digitisation and consulting services

§ 1 Subject matter of the contract

(1) The subject matter of the contract is the digitisation and consulting service to be provided by canis lupus GmbH and specified within the framework of a service or project contract. In this respect, canis lupus GmbH only owes the defined service or the action, but not any success, which is why the law on contracts for work and services inevitably does not apply. The client owes the remuneration for the corresponding digitisation and consulting service.

(2) Digitisation and consulting services describe a range of intellectual and conceptual activities, which in individual cases are also provided using technical services and/or software-supported programmes. canis lupus GmbH and the Client shall conclude a separate contract for standard and/or customised software to be created by the Client.

(3) canis lupus GmbH is authorised to have the defined activities performed in part or in full by subcontractors and/or vicarious agents. canis lupus GmbH must inform the client of this.

(4) The scope and duration of the service or project contract must always be clearly defined between canis lupus GmbH and the client, even if the contract is for an indefinite period.

(5) The following instruments are available to canis lupus GmbH and the client within the scope of the specification.

Service or project contract
Specifications
Specifications
o. Ä.

(6) The project contract is defined as a mixed form of contract consisting of various contract types. Unless explicitly agreed, work contract provisions are generally excluded. canis lupus GmbH bears no responsibility for success.

§ 2 Delivery and performance

(1) The Customer shall be obliged to support canis lupus GmbH in the provision of services in a reasonable manner, in particular to provide canis lupus GmbH with the necessary information and, if required, to provide remote access and/or workstation and/or system access on site.

(2) canis lupus GmbH reserves the right to reasonable partial deliveries or partial services and their invoicing.

(3) Events of force majeure that make it difficult or even impossible for canis lupus GmbH to provide the contractually agreed service shall entitle canis lupus GmbH to suspend the fulfilment of its obligations for the duration of the hindrance plus a reasonable start-up period. Strikes and lockouts shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and not the fault of canis lupus GmbH. If this is possible and reasonable under the circumstances, canis lupus GmbH shall inform the customer immediately of the occurrence of such an event.

(4) Agreed performance deadlines shall always be deemed to have been met if canis lupus GmbH can offer the services on the agreed date or can prove that the specified activities have been performed.

(5) If the organisational, financial or personnel expenses of canis lupus GmbH increase due to an interruption of services or an unforeseeable event, canis lupus GmbH may charge the customer for this. Unless the client is demonstrably not responsible for the expenditure or the causes of the service interruption or the unforeseeable events are not within the client's area of responsibility.

(6) If canis lupus GmbH is in default with the provision of services, the claim for damages and reimbursement of expenses to be proven by the customer shall be limited to a maximum of 0.50% of the price for that part of the service that cannot be provided due to the delay for each full week of delay. The liability for delay is limited to a maximum of 5.00% of the total price. If the delay can be attributed to the fault of third parties, canis lupus GmbH is excluded from liability. This shall not apply if the delay is due to gross negligence or intent on the part of canis lupus GmbH.

(7) canis lupus GmbH reserves the right to withdraw from the contract in its entirety if a delay in performance lasts longer than six weeks and cannot be attributed to canis lupus GmbH.

§ 3 Protection of intellectual property

(1) The copyrights to the services rendered or works created by canis lupus GmbH shall remain its intellectual property. The client may only use this intellectual property during and after the contractual relationship for the purposes specified in the contract.

(2) Reproduction and dissemination are only permitted to the client if expressly authorised by canis lupus GmbH.

(3) The liability of canis lupus GmbH for any reproduction and distribution to third parties is completely excluded.

§ 4 Obligations of the client

(1) The client must ensure that those involved in the project have sufficient expertise.

(2) The client must inform canis lupus GmbH immediately of any change in the operating environment.

(3) The client must take suitable precautions to effectively prevent unauthorised use of the intellectual property by third parties. Furthermore, the Customer's precautions must be capable of preventing the unauthorised disclosure of trade secrets of canis lupus GmbH.

(4) The client shall grant canis lupus GmbH access to relevant data records.

§ 5 Digitisation and consulting services

(1) The service description is based on the technical and organisational requirements communicated by the client in the specifications. In particular, milestones, project plans and participants, implementation methods and task packages are defined in the specifications.

(2) The Client shall declare acceptance within 14 calendar days of receipt of a final acceptance request from canis lupus GmbH, unless another period has been agreed. During this inspection period, the client may satisfy itself that the services have been provided in accordance with the contract, if necessary on the basis of agreed plausibility criteria. Subsequently, canis lupus GmbH shall be entitled to demand payment.

(3) Unless otherwise agreed, partial services rendered shall be accepted individually.

(4) In the event of culpable poor performance by canis lupus GmbH, the client shall be entitled to demand compensation. However, this shall not affect the remuneration for the service rendered.

(5) Upon confirmation of the offer, the Client shall grant canis lupus GmbH the right to name the Client as a reference customer in the context of its commercial activities using its company name and logo.

(6) In principle, canis lupus GmbH and the client undertake to maintain absolute confidentiality, unless explicitly agreed otherwise with regard to certain matters.

§ 6 Contract term and cancellation

(1) The contract term and the price model shall be agreed individually between canis lupus GmbH and the Client, taking into account the scope of the digitisation and consulting services. Unless otherwise agreed, the minimum contract term is 3 months.

(2) Both parties are entitled to terminate and withdraw from the contract in accordance with the statutory provisions, unless expressly stated otherwise in the contract. The contract for the provision of digitisation and consulting services may be terminated by either party with a notice period of 4 weeks to the end of the quarter. In addition, canis lupus GmbH is entitled to terminate the contract without notice or to withdraw from the contract if:

the service ordered cannot be performed due to a breach of the client's duty to inform and co-operate.
the client suffers financial collapse. This includes imminent insolvency, inability to pay, application to open insolvency proceedings for lack of assets and liquidation of the client.

(3) Further claims of canis lupus GmbH shall remain unaffected in the event of cancellation or withdrawal from the contract.

(4) In the event of cancellation and withdrawal from the contract, canis lupus GmbH shall be entitled to the agreed remuneration and the expenses to be reimbursed, taking into account what it saves in expenses as a result of the cancellation of the contract, without having to take into account what it acquires or fails to acquire through other use of its labour. Services already rendered shall be remunerated in full. With regard to services not yet rendered, it shall be entitled to demand a lump sum of 30.00% of the remuneration due for these services.

(5) The same shall apply if the cancellation by canis lupus GmbH is due to circumstances for which the client is responsible. The assertion of a claim for damages shall remain unaffected by this.

§ 7 Insurance

(a) Personal injury and property damage: EUR 5,000,000.00 generally per claim

(b) Financial losses: EUR 1,000,000.00 per claim

(2) At the request of the client, canis lupus GmbH shall submit a confirmation of insurance.

§ 8 Data protection

(1) The current version of canis lupus GmbH's privacy policy can be viewed at the following link: https://ecanis.shop/datenschutz

(3) The statutory provisions on data protection apply without restriction.

Status: 24/03/2023