TERMS AND CONDITIONS

General Terms and Conditions of Susble Chain UG

January 2024 

Susble Chain UG, located at Gutsmuthsstrasse 18, 12163 Berlin (hereinafter referred to as "Susble Chain"), operates an online marketplace on its website www.susblechain.com (hereinafter referred to as "Susble Market") for sustainable products and services.

We embrace diversity: In all references to individuals, the chosen wording includes all genders.

• Basic Provisions

1. The following general terms and conditions apply to all contracts between Susble Chain and the customer (hereinafter referred to as the "seller" or "buyer") concluded through the Susble Market. They exclusively apply to all current and future transactions with the customer. Any conflicting, contrary, or supplementary terms and conditions of the customer shall only become part of the contract if Susble Chain expressly and demonstrably agrees to their validity. This requirement for agreement applies in any case, especially if Susble Chain, with knowledge of the customer's terms and conditions, should execute the delivery to him unconditionally. 
2. Sellers, as per the following provisions, are customers who offer items to other customers for purchase through the Susble Market. Only commercial sellers of new goods can register as sellers on the Susble Market. The sale of used goods is not permitted. Registration as a seller is a prerequisite for the sale of goods. Only fully legal and fully capable natural persons, legal entities, and partnerships can register as sellers.
3. The contract text is not stored by Susble Chain. Before submitting the registration via the online registration form, the contract data can be printed or electronically saved using the browser's print function. After receiving the registration at Susble Chain, the contract data, legally required information for distance contracts, and the general terms and conditions will be sent to the customer again via email.

• Service Offering by Susble Chain

1. Susble Chain only provides the technical means for sellers to use the Susble Market, allowing them to offer their goods or services for purchase by buyers. Susble Chain explicitly does not become a party to agreements made between customers. The fulfillment of obligations arising from these agreements is solely the responsibility of the involved customers. The formation of these agreements is governed by the contract terms or terms and conditions of the sellers, taking into account these terms and conditions, especially Section 4.
2. The offers published by sellers on the Susble Market are not verified by Susble Chain. The correctness, completeness, and legality of these offers are the sole responsibility of the respective seller. Susble Chain particularly has no influence on the truth and accuracy of the offers, or the quality of the services offered.

• Registration, Susble Market

To use the Susble Market provided by Susble Chain, the seller must register in any case, while the buyer is not necessarily required to do so:

1. Buyer Registration Susble Chain's offer to register a customer as a potential buyer constitutes a binding offer to conclude a user agreement with Susble Chain. The customer can accept this offer from Susble Chain by using the provided online registration form. For this purpose, the customer needs to provide personal data, a username, and a password. 
   After submitting the registration by clicking the "Register" button, the customer receives an automatic email asking to verify their email address. A buyer account is then set up during the registration under the email address provided by the customer and the chosen password.
2. Seller Registration Susble Chain's offer to register a customer as a potential seller is exclusively directed at fully legal and fully capable natural or legal persons or legal entities capable of contracting, insofar as the conclusion of the legal transaction is carried out in the exercise of their commercial or independent professional activity, and they are not consumers or use the provider's offerings in their independent professional, commercial, governmental, or official capacity as consumers.
   Conclusion of contracts with consumers is expressly excluded. Susble Chain's offer to register a customer as a seller is non-binding and does not constitute a binding offer to conclude a user agreement with Susble Chain. The seller can submit a binding offer to conclude a user agreement with Susble Chain by clicking the "Become a Partner" button. To do this, the seller must provide his commercial and personal data on the specified online registration form, as well as choose a password.
   By submitting the registration request through the "register with payment obligation" button, the seller makes a binding offer to Susble Chain. The seller initially receives an automatic email confirming the receipt of his registration request, which does not lead to the conclusion of the contract. Acceptance of the offer takes place within 5 days through confirmation in written form (e.g., email), in which the seller's registration is confirmed (order confirmation or contract conclusion).
   If the seller has not received a corresponding message within this period, he is no longer bound by his registration request. Any services already provided will be promptly refunded in this case. For other seller inquiries submitted to Susble Chain in writing, by phone, by fax, or by email, the seller receives all contract data, legally required information for contracts in electronic commerce, and the general terms and conditions. If the offer is transmitted in electronic form (e.g., email), the seller can print and/or electronically save it. The seller can accept the provider's offer within 5 days.
   The processing of the seller's registration and the transmission of all information required for the conclusion of the contract take place via email, partly automated. Therefore, the seller must ensure that the email address provided to Susble Chain is correct, the receipt of emails is technically ensured, and is not prevented by SPAM filters.
   Each seller is obligated to inform Susble Chain promptly and without request of any future changes to the data provided during registration.
   Susble Market aims to be a marketplace for sustainable products. The goods offered by sellers must therefore be sustainable and fulfill at least one of the following criteria:
   recycled/vegan/carbon-neutral/low carbon dioxide emissions/production with reduced pollutants/resource-efficient/Cradle to Cradle/organic raw materials/fair and social.
   Susble Chain may reject the activation of products for sale if the aforementioned sustainability criteria are not met or remove products from the portfolio if subsequently discovered facts speak against sustainability. Regardless, there is no entitlement to activation for sale even if the criteria are met.
3. General Provisions

1. Susble Chain can only verify the identity of customers to a limited extent. It is up to each customer to ensure the identity of their respective contractual partner.
2. Each customer must provide their complete address details and email address during registration; if a buyer orders without registering a user account, they must provide this information when ordering.
3. A customer is not entitled to register multiple times for the Susble Market. Susble Chain may, in individual cases and upon request, allow exceptions.
4. The customer is not allowed to disclose their access data and especially their access password to third parties. If third parties still gain access to the customer's account or if the customer has any other indications of the misuse of their account, the customer must promptly inform Susble Chain and change their access data.
5. Each seller undertakes not to disclose or commercially use data from buyers obtained in the course of using the Susble Market. Sellers, in particular, may not send commercial emails to other buyers without express prior consent or contact them beyond what is necessary for the processing of transactions made on the Susble Market.
6. Each seller undertakes not to place links or references to external websites, advertise offerings outside of the Susble Market, or include any content that is not directly related to the Susble Market.

Susble Chain provides the seller with their own website ("Shop") under a unique URL, where only the seller's offerings are presented. The design of the website is determined by Susble Chain. The seller is solely responsible for the content of the website and compliance with legal requirements (e.g., imprint). Within their shop, the seller may only represent the offered items and information about these items. The seller is not entitled to conduct additional advertising in any form within their shop. They are also not authorized to place links to external websites in any form within their shop, except for links to other Susble Chain offerings.

• Conclusion of Contract between Buyer and Seller

1. The offers for the purchase of goods or the use of services published by sellers in their respective online shops on Susble Market are non-binding and do not constitute a binding offer to conclude a contract. A contract between customers of Susble Market only comes into effect when the respective seller definitively accepts the order placed by a buyer. An acknowledgment of receipt of the order by Susble Chain does not constitute an acceptance declaration by the seller.
2. The buyer can submit a binding purchase offer (order) through the online shop system of Susble Chain. The goods or services intended for purchase are placed in the "shopping cart." The buyer can access the "shopping cart" via the corresponding button in the navigation bar and make changes at any time. After accessing the "checkout" page and entering personal data, as well as payment and shipping conditions, all order details are displayed once again on the order overview page. Before submitting the order, the buyer has the opportunity to review, modify (also using the "back" function of the internet browser), or cancel the purchase. Upon submitting the order via the "order with obligation to pay" button, the buyer makes a binding offer to the seller. The buyer initially receives an automatic email confirming the receipt of the order, which does not yet lead to the conclusion of the contract.
3. The acceptance of the offer (and thus the conclusion of the contract) takes place within 3 days through confirmation in written form (e.g., email), in which the execution of the order or the dispatch of the goods is confirmed to the buyer (order confirmation). If the buyer does not receive a corresponding message within this period, they are no longer bound by their order. Any services already provided will be promptly refunded in this case.
4. The articles offered on Susble Market are generally shipped by the respective sellers to the buyer. The seller must explicitly agree to the pickup of the items.

• Payment Conditions

1. The payment of the purchase price is made through a separate Susble Chain merchant account. Susble Chain has specifically opened a merchant account for this purpose, to which all payments from buyers are to be made, and from which these amounts, after deduction of the commission due to Susble Chain as per Section 6 of these Terms and Conditions, are transferred to the seller's business account. Sellers issue all invoices with the note that payments are to be made exclusively to the Susble Chain merchant account. Susble Chain promptly informs the seller upon receipt when the agreed purchase price is credited to the Susble Chain merchant account.
   The seller is obligated to dispatch the sold item to the buyer upon receipt of the payment notification within the delivery time specified by the seller. Susble Chain creates a statement for the seller on the 21st of each month for the respective previous month, detailing the amounts credited to the merchant account. The payout of the credited amounts, minus the sales commissions (see Section 6 below), takes place no later than 5 working days after the statement is issued, to the bank account specified by the seller. There is no entitlement to a payout, and the payout will not occur if, and to the extent, buyers have not received the ordered items. This also applies if buyers have reported to Susble Chain that they have not received the items, unless the seller can prove the delivery of the items by presenting a delivery confirmation.
2. The buyer has the following payment options: • SEPA Direct Debit • Credit card payment • Payment in advance (bank transfer), if expressly agreed with Susble Chain • PayPal payment • Klarna Instant Bank Transfer
3. Unless otherwise agreed, payment is due immediately and in advance.
4. SEPA Direct Debit When paying by SEPA direct debit, the buyer authorizes Susble Chain, by issuing the corresponding SEPA mandate, to debit the invoice amount from the specified account. Susble Chain provides the customer with the forms for issuing the SEPA mandate on its website or, at the latest, immediately after the conclusion of the contract by email. The direct debit is collected monthly on the 15th of the month following the conclusion of the contract. If the due date falls on a holiday or weekend, the due date is postponed to the next working day. The buyer is obligated to ensure sufficient funds in the account by the due date. In the event of a returned direct debit due to the fault of the buyer, the buyer is responsible for the incurred bank fees. Susble Chain reserves the right to exclude SEPA direct debit as a payment method in individual cases.
5. If the buyer is in default with the payment of a significant part of the agreed remuneration despite a request, Susble Chain is entitled to temporarily block access to Susble Market and/or terminate the contract without observing a notice period.
6. The prices stated on the Susble Chain website represent total prices. They include all components of the price, including all applicable taxes.

• Sales Commission

1. For each order facilitated through Susble Market, Susble Chain receives a sales commission from the respective seller. This is calculated based on the gross purchase price, including the statutory value-added tax. The current commission rates are displayed to the seller during the registration process and must be accepted by the seller. A subsequent adjustment of the commission rates by Susble Chain is possible at any time, see Section 4 for details.
2. The commission is applicable for each order facilitated through Susble Market. This applies regardless of whether the transaction is actually carried out later or, for example, reversed due to withdrawal before or after delivery. The commission is not due if the seller has effectively informed the buyer about the right of withdrawal, and a consumer exercises their legal right of withdrawal.
3. Accrued sales commission claims are offset against the seller's balance on the escrow account after receipt of payment. If the merchant account does not show sufficient funds within 14 days after the conclusion of the respective purchase contract, any outstanding sales commissions are to be paid to Susble Chain by bank transfer or credit card at that time.
4. The amount of the commission can be unilaterally changed by Susble Chain. The updated commission overview will be sent to the seller by email at least three weeks before it takes effect. If the seller does not object to the validity of the new commission rates within two weeks of receiving the email, the updated commission rates are deemed accepted. In the email containing the updated commission rates, Susble Chain will explicitly draw the seller's attention to the significance of this two-week deadline, the right to object, and the legal consequences of remaining silent. If the seller objects to the amended commission overview within the specified period, Susble Chain is entitled to terminate the contract without notice.

• Principles for Using Susble Market, Rating System

1. The use of Susble Market by Susble Chain is additionally governed by the Susble Chain Principles, in addition to these terms and conditions.
2. The buyer is obliged to provide truthful information during registration.
3. Each buyer must take necessary measures to secure their data. The customer is responsible for protecting their user account from misuse and must safeguard access data from unauthorized access by third parties. Once the buyer becomes aware that third parties have unauthorized access to their access data or have gained unauthorized access to Susble Market, they must promptly inform Susble Chain of this.
4. Among the customers of Susble Market, a peaceful and respectful interaction without offensive hostility is to be maintained.
5. The content and contributions published by buyers are not reviewed for content by Susble Chain. The publication of content and contributions by buyers on the website occurs automatically.
6. The buyer is fully responsible for the content they post. The buyer particularly undertakes:

• not to post content that violates good morals or German law, including insults, defamation, obscenities, and the dissemination of extreme ideological views
• not to publish content or data that infringe upon the rights of third parties (particularly copyright, name, or trademark rights) or violate existing laws
• not to send messages to other Susble Market customers against their declared or recognizable will.
• not to conduct advertising without the express written permission of Susble Chain.

This applies in particular to the rating system provided by Susble Chain, which allows buyers to rate the execution of a purchase transaction by the seller and the respective product after its completion. Buyers are solely authorized to use the rating system for this purpose. Each buyer is obligated to provide truthful and factual information in the evaluation, refrain from making insults or unreasonably defamatory statements, and only disclose circumstances directly related to the respective purchase transaction. It is prohibited to rate oneself. Susble Chain is entitled to remove corresponding ratings. If a seller believes that an inaccurate or otherwise impermissible rating has been given by a buyer, they can contact Susble Chain at the email address: [email protected]. Susble Chain may request the author of the relevant rating to provide a statement. If the author refuses to modify or retract their rating, Susble Chain will, at its reasonable discretion, decide whether the rating will continue to appear on Susble Market until a judicial clarification of the admissibility of the rating is achieved. 

1. In the event of a violation of the aforementioned principles and rules, Susble Chain may, at its own discretion, take the following measures in particular:

• Issuing a warning and/or
• Deletion or modification of content posted by the customer and/or
• Restriction of the functionality of the respective customer account or
• Termination of the user agreement
• Possible assertion of damages and other legal claims.

The customer expressly releases Susble Chain from all claims made by third parties in this context. This also includes the costs of any legal representation required in this context, including all court and attorney fees. 

• Special Duties of Sellers

1. Sellers must conduct their entire business activities through Susble Chain in compliance with the law and adhere to legal and regulatory requirements for the sale of their goods. In particular, sellers must comply with all consumer protection regulations, ensuring the proper granting of the right of withdrawal. Susble Chain is not obligated to provide sellers with corresponding templates; any suggestions made by Susble Chain are not part of the user agreement, and Susble Chain assumes no liability for them.
2. Each seller undertakes not to offer products whose offer or sale violates the rights of third parties (e.g., trademark or copyright) or goes against good morals.
3. In the event that third parties assert claims against Susble Chain due to the violation of legal or regulatory requirements or the infringement of private rights in connection with the sold product/service, the infringing seller will indemnify Susble Chain from all asserted claims upon first request. The indemnification also includes the costs of necessary legal defense by Susble Chain, including court and attorney fees.
4. Sellers are obligated to offer only those items that they can dispatch to the buyer within the specified delivery time in the item description.
5. Sellers are solely responsible for determining whether and to what extent taxes, fees, or duties are incurred for the items they offer and whether and to what extent these must be paid by them.
6. Sellers are obligated to provide a complete and truthful description of the items they offer. This includes all circumstances that are relevant to the purchasing decision of an average buyer, especially any defects or signs of wear and tear, as well as delivery and shipping conditions, the complete purchase price including value-added tax, and any applicable shipping costs.
7. Sellers grant Susble Chain a free, comprehensive right of use, limited to the duration of the contractual relationship, especially for reproduction, distribution, and revision of all works or parts of works, as well as databases or any other catalog or product information that customers transmit to Susble Chain as part of the Susble Market online offering, including the right to publish these contents in print media, online, on CD-ROM, etc., for advertising purposes. The right of use does not include company signs, registered trademarks, other similar identifying brandings, or works that a seller transmits to Susble Chain for the purpose of selling to Susble Chain.
8. The sale of items that may only be sold to persons of legal age requires that the buyer register for the Susble Chain Over-18 area and successfully complete an accepted age verification procedure. This requirement applies in particular to alcoholic beverages and spirits. Sellers are prohibited from selling Over-18 items to unverified buyers.

• Duration of the Contract / Termination / Assignment of the Contract to Third Parties

1. The user agreement between Susble Chain and the customer begins upon the conclusion of the contract according to Section 3 of these provisions and is concluded for an indefinite period.
2. Susble Chain and customers registered as sellers can terminate the user agreement with a notice period of 14 days to the end of the month. Outstanding sales commissions become due upon contract termination.
3. Customers registered as buyers can terminate the user agreement with Susble Chain at any time without observing a notice period.
4. The right to terminate without notice for good cause remains unaffected. Good cause exists for Susble Chain, in particular: 

• when the customer provides incorrect or incomplete information during registration,
• when Susble Chain is legally held accountable due to the customer's culpable behavior, 
• in case of abuse of the rating system (e.g., intentionally false information, unsuitable remarks, repeatedly negative feedback that is evidently unjustified), 
• if the customer repeatedly violates other contractual obligations and does not cease the breach upon request from Susble Chain, 
• in the event of dissolution or cessation of the seller's business activities,
• upon application for or initiation of insolvency, composition, or a comparable proceeding concerning the assets of the customer registered as a seller, 
• if the customer repeatedly receives negative evaluations in the rating system, and these are not evidently unjustified.

1. Termination must be in written form. 
2. If Susble Chain has terminated the contract with the customer, the customer has no entitlement to the establishment of a new user account, even under a different name or designation.
3. Susble Chain is entitled to transfer its rights and obligations from this contractual relationship in whole or in part to a third party with a notice period of four weeks. In this case, the customer is entitled to terminate the user agreement without observing a notice period after being notified of the contract takeover. 

• Warranty and Liability, Especially Liability 

1. Data communication over the Internet cannot be guaranteed to be error-free and/or available at all times according to the current state of technology. Susble Chain is not liable for the constant or uninterrupted availability of the website and the services offered there. In particular, no liability is assumed for force majeure and events not attributable to Susble Chain, such as server failures of the provider not attributable to Susble Chain, power outages, or manipulations by third parties. 
   Susble Chain is entitled to expand and adapt the functionality and structure of Susble Market at any time, as well as to change menu navigation or layouts and perform other maintenance work. For this purpose, access to Susble Market can be interrupted for a maximum of 24 hours. Susble Chain will inform customers of planned changes at least three days in advance.
2. Susble Chain is not a contracting party to a purchase transaction between the seller and the buyer and provides no warranty for the purchased item. 
3. Susble Chain does not guarantee that sellers and buyers comply with the legal provisions (e.g., consumer protection rights). However, Susble Chain will investigate the facts if there is a specific suspicion of a violation of the law by a customer and, if necessary, work towards the rectification of the violation. 
4. Susble Chain's liability for and in connection with the provision of Susble Market, regardless of the legal basis, is determined by the following provisions: a. Susble Chain is only liable for data loss if such loss could not have been avoided by adequate data backup measures on the part of the customer. b. Otherwise, Susble Chain's liability is excluded. The provisions of the Product Liability Act remain unaffected. 
5. Each customer is liable directly and personally for any violation of third-party rights attributable to them. Each customer undertakes to compensate for all damages resulting from the culpable non-compliance with the obligations arising from these terms of use. Each customer indemnifies Susble Chain from all claims that other customers or third parties assert against Susble Chain due to the infringement of their rights by content posted by the customer or due to the violation of other obligations. The customer also bears the costs of the necessary legal defense by Susble Chain, including all court and attorney fees. This does not apply to the extent that the customer is not responsible for the infringement.

• Other Provisions 

1. German law applies. For consumers, this choice of law applies only insofar as the protection granted by mandatory provisions of the law of the country of the consumer's habitual residence is not withdrawn (principle of favorability). 
2. The place of performance for all services from the business relationships with Susble Chain, as well as the place of jurisdiction, is the registered office of Susble Chain, provided that the customer is not a consumer but a merchant, legal entity under public law, or special public-law fund. The same applies if the customer 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. The right to also appeal to a court at another statutory place of jurisdiction remains unaffected.
3. Susble Chain reserves the right to change these terms of use at any time and without stating reasons. The changed conditions will be sent to the customer by email at least two weeks before they come into effect. If the customer does not object to the application of the new terms of use within two weeks of receiving the email, the changed terms of use are deemed accepted. In the email containing the changed conditions, Susble Chain will separately point out to the customer the significance of this two-week period, the right of objection, and the legal consequences of silence. If the customer objects to the changed conditions within the aforementioned period, Susble Chain is entitled to terminate the contract without notice.
4. The customer can only set off against Susble Chain's claims with undisputed or legally established counterclaims. The customer can only exercise a right of retention if their counterclaim is based on the same contractual relationship. 
5. The customer can only transfer rights and obligations from contracts with Susble Chain to a third party with the prior written consent of Susble Chain.
6. The provisions of the UN Sales Convention expressly do not apply. 
7. Susble Chain is not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board. 
8. If individual provisions of these terms of use are or become invalid or contradict the statutory regulations, this shall not affect the validity of the remaining terms of use. The parties shall replace the ineffective provision with a provision that comes as close as possible to the economic meaning and purpose of the ineffective provision in a legally effective manner. The above regulation applies accordingly in the event of regulatory gaps.

Seller Principles

• Item Shipment

The shipment of items must occur within the specified delivery time. If nothing is stated in the item description, shipment must take place within 2 days of receiving payment confirmation. Shipment confirmation should only be provided to Susble Chain and the buyer after the shipment has been made. Each shipment must include an invoice confirming payment through Susble Chain. Additionally, information on returns must be included for the buyer.

• Item Availability  
  

Items that are not available for delivery must not be offered on the Susble Market. In exceptional cases where an item becomes unavailable after an order, the Susble Chain customer service and the affected buyer must be promptly informed.
Please note that, in accordance with Susble Chain's commission overview, a commission is applicable even for unavailable items. If more than 3 offered items are unavailable within 4 weeks, Susble Chain reserves the right to take further actions. Items that have not been shipped by the seller in the Seller Backend 85 days after Susble Chain receives payment will be automatically canceled on behalf of the seller, who is then obligated to pay the missed commission to Susble Chain.

• Response to Complaints and Inquiries from Customer Service

Prompt responses are required for buyer complaints (claims) and inquiries from Susble Chain's customer service. If no response is received within 4 days, the claim may be decided in favor of the buyer.

• Non-Arrival of Items

If a buyer claims not to have received the item, Susble Chain will request regular proof of delivery from the seller, which must show the recipient's address. If this proof is not provided, the case may be decided in favor of the buyer.

• Returned Items

In the case of a return, sellers are obligated to notify Susble Chain of the receipt of the return via email.

• Absence

If sellers have no access to their emails and their Susble Chain seller account for more than 4 working days, the offered items must be paused.

• Item Condition

Only new items are allowed to be offered on the Susble Market.

• Shipping of FSK-18 Items, JuSchG 

Sellers are obligated to comply with the regulations of the Youth Protection Act. Items falling under the Youth Protection Act must only be sent to authorized persons via registered mail with proof of age.

• Merchant Names, URLs, Links 

The merchant name must not take the form of a URL (*.de, *.com, etc.) or contain any URL. If sellers add covers or additional images to a product description, these must not include any markings or inscriptions not directly related to the product. Images showing seller/shop names, logos, or URLs visible should not be used for a product description on Susble Chain. The offer must not contain links to external websites.

• Third-Party Rights

Sellers are obligated to ensure that their products and their presentation do not violate thirdparty rights.

• Personal Advertising 

Sellers are not allowed to use the personal data they receive through Susble Chain for further advertising. This includes sending goods with personal advertising, sending promotional emails to buyers, or calling or writing to the buyer for advertising purposes.

• Advertising for Susble Chain 

Sellers are obligated, within a reasonable scope, to support Susble Chain in its marketing efforts. For this purpose, Susble Chain can provide advertising material free of charge.