B2B Terms and Conditions_OLD BACK UP2

www.b2b.seatosummit.eu 

Sea to Summit Switzerland GmbH

§1 Scope of application

These General Terms and Conditions (GTC) apply between Sea to Summit GmbH, registered in the Commercial Register of the Local Court of Munich under HRB 203085, business address Siegfried-Str. 36, 33615 Bielefeld ("Sea to Summit", "we", "us/our") and the contractual partner of Sea to Summit ("Buyer"/"buyer") identified on the order confirmation. These GTC apply exclusively. Any terms and conditions of the buyer that deviate from our GTC shall not apply.

§2 Offers

Our offers are non-binding, unless otherwise stated in the order confirmation.

§3 Orders

We only accept orders by written confirmation. Sea to Summit can inform the buyer within 14 days whether Sea to Summit accepts the buyer's offer to conclude a contract or not.

§4 Withdrawal

If we are not supplied by our suppliers due to circumstances for which we are not responsible, although we have concluded a sufficient covering transaction, we and the buyer are entitled to withdraw from the contract. In this case, Sea to Summit undertakes to inform the buyer immediately of the unavailability of the goods and to reimburse any payments made by the buyer. We reserve all rights resulting from a delay in payment by the buyer, including our right to withdraw from the contract with the buyer if we have agreed advance payment with the buyer and the buyer is one month in arrears with the agreed payment term. Individualised goods (e.g. custom-made products) shall in any case oblige the Buyer to take delivery against payment

§5 Prices

Our prices are net prices plus the applicable statutory VAT, postage, transport, delivery and packaging costs.

Our prices are valid for six months from the date of conclusion of the contract. If a delivery period of more than six months is agreed, we shall be entitled to pass on to the Buyer any increases in costs incurred in the meantime for procurement, manufacture, delivery, assembly, exchange rate changes or similar, including price increases caused by changes in the law (e.g. tax increases), to a corresponding extent.

§6 Delivery times and delivery

The agreement in the order confirmation shall be decisive for the scope and time of delivery. The delivery period shall commence with the dispatch of the order confirmation, but not before the provision of any documents, authorisations and approvals to be procured by the purchaser and not before receipt of an agreed down payment. The delivery deadline shall be deemed to have been met if readiness for dispatch has been notified by the time it expires or the delivery item has left our warehouse. After expiry of the delivery period, the purchaser is entitled to set us a two-week extension period in writing for delivery, starting from the date of the written notification by the purchaser. If this deadline is not met, the buyer may withdraw from the contract. If the buyer is in default of acceptance or violates other obligations to co-operate (e.g. quantity control), we shall be entitled to invoice the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. In the event of default of acceptance, the risk of accidental loss or deterioration of the purchased item shall pass to the buyer at the point in time at which the buyer is in default of acceptance or debtor's delay.

§7 Terms of payment

We deliver - subject to the provision in the following sentence - against invoice or direct debit at the buyer's request. We reserve the right to fulfil the order against cash on delivery, (partial) advance payment or on the basis of another form of payment agreed with the buyer. Payment modalities and discount regulations are set out in our order confirmations. The right of the purchaser to offset against counterclaims is excluded unless the counterclaim is undisputed or has been recognised by declaratory judgement.

Unless otherwise agreed, the purchase price must be paid within 10 days of delivery. Interest on arrears shall be charged at a rate of 9 percentage points above the current base rate per annum. We reserve the right to assert higher damages caused by default.

§8 Warranty, liability for defects

The buyer must give notice of obvious defects within 14 days of delivery by us, whereby timely despatch shall suffice to meet the deadline. The buyer must give notice of hidden defects within 7 days of discovery. Timely despatch shall suffice to meet the deadline. In the event of failure to comply with the deadline for notification of defects, a warranty for the defects concerned shall not be considered. The buyer's warranty rights under sales law for defects notified in due time are limited as follows: We shall remedy material or legal defects in the goods within a reasonable period of time at our own discretion by repair or subsequent delivery. The buyer is entitled to withdraw from the purchase contract if we have not rectified the defect in question despite having set a reasonable period of grace twice. The buyer's right to a reduction in price shall be excluded; the Buyer's right under the law of unjust enrichment to repayment of excess amounts paid shall remain unaffected by this. With the exception of the cases mentioned in § 11 paragraph 2 (Liability), the buyer's warranty rights shall become time-barred twelve (12) months after the beginning of the statutory limitation period. Liability for any claims for damages shall be limited in accordance with § 11 Liability. The parties agree that the assumption of a guarantee always requires an express promise of a guarantee on the part of Sea to Summit in which the terms "guarantee" or "guaranteed" are used.

§9 Transfer of risk

If, at the buyer's request, we ship the sold item to a place other than the place of fulfilment, the risk shall pass to the buyer as soon as we have delivered the item to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment.

§10 Returns

Returns will only be accepted subject to our inspection. Returns may only be sent back on instruction and carriage paid. If the goods complained about are defective within the meaning of the statutory warranty regulations, we will immediately reimburse you for the necessary shipping costs incurred for the return (Deutsche Post or comparable provider). You will need a return instruction for each consignment sent to us. Please contact us in the event of a return. Returns without a corresponding return instruction cannot be accepted and must be returned carriage forward.

§11 Liability

11.1 Subject to the provision in clause 11.2, our statutory and/or contractual liability for damages shall be limited as follows: (i) We shall be liable in amount limited to the damage typically foreseeable at the time of conclusion of the contract for the negligent breach of material obligations arising from the contractual obligation (i.e. such obligations whose fulfilment is essential for the proper performance of the contract, whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the Buyer regularly relies, so-called cardinal obligations); (ii) We shall not be liable for the breach (negligent or otherwise) of non-essential obligations arising from the contractual relationship. 11.3 The aforementioned limitation of liability shall not apply in cases of mandatory statutory liability (in particular under the German Product Liability Act) or in the event of the assumption of a guarantee, wilful or grossly negligent damage or culpably caused bodily injury. 11.4 Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our representatives, employees and vicarious agents.

§12 Retention of title

We reserve title to the goods delivered by us until complete fulfilment of our present and future total claims arising from the business relationship with the buyer. As long as ownership has not yet been transferred to him, the buyer is obliged to treat the reserved goods with care and to inform us immediately if the reserved goods are seized or exposed to other interventions by third parties. The purchaser is authorised to resell the reserved goods in the ordinary course of business. In this case, the purchaser hereby assigns to us by way of security the purchaser's claims against the buyer arising from the resale of the reserved goods. We hereby accept this assignment. Irrespective of our right to collect the claim ourselves, the purchaser remains authorised to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and insofar as the purchaser fulfils his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments. Insofar as the reserved goods and the items or claims taking their place exceed the amount of the secured claims by more than 20%, we shall release securities of our choice at the buyer's request. If we withdraw from the contract in the event of behaviour by the buyer in breach of contract - in particular default of payment - (enforcement event), we are entitled to demand the return of the reserved goods.

§13 Distribution

The buyer may not sell the goods via online marketplaces that are identified as Prohibited Sales Channels in the attached Marketplace Criteria. If requested by the buyer, Sea to Summit may give such consent if it considers the online marketplace to be compatible with the Marketplace Criteria. Online marketplaces are providers of online intermediary services that bring merchants and customers together to facilitate direct sales. All other types of online sales and all types of online advertising are permitted without restriction. This also includes sales via online services without direct purchasing functionality that redirect customers to other websites where goods can be purchased.

§14 Place of fulfilment and jurisdiction, choice of law

The place of fulfilment and payment is Bielefeld. The exclusive place of jurisdiction is Bielefeld. German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

§15 Other

Assignments of claims arising from the contract concluded with us require our consent to be effective. § Section 354a HGB remains unaffected. Our goods may only be sold to end consumers.

Attachment - Marketplace Criteria

The Buyer must only use marketplaces to sell Sea to Summit goods if the online marketplace supports and facilitates the maintenance of the brand's image by providing the necessary tools and features to ensure a high-quality presentation and customer experience. Specifically, the marketplace must enable the following:

a. Accurate and Appealing Descriptions: Allow the Buyer to use detailed and precise descriptions of goods that reflect Sea to Summit‘s brand and values. Descriptions should allow the Buyer to highlight the key features, benefits, and unique selling points in a way that aligns with the brand's image.

b. Professional Images: High-resolution, professional images that are consistent with the brand’s aesthetic must be used. Images should showcase the goods from multiple angles, include close-ups of important details, and demonstrate the goods in use if applicable. Buyers should leverage the brand’s “how-to videos” when available.

c. Adherence to Brand Guidelines: Ensure that the marketplace's policies and infrastructure can accommodate and support Sea to Summit‘s overall standards for presentation of goods, customer service, and packaging. The Buyer should strictly follow the brand guidelines regarding goods listings, promotional activities, and overall presentation. This includes using approved logos, colour schemes, fonts, and any other visual elements specified by the brand. The brand guidelines can be provided by Sea to Summit on request ("Brand Guidelines").

d. Customer Service: The buyer (or the marketplace) must be able to provide consistent, efficient level of customer service that aligns with Sea to Summit‘s This includes prompt responses to customer service inquiries, handling returns and exchanges efficiently, and maintaining a professional and courteous communication style.

Any marketplace that does not align with the above will be a  “Prohibited Sales Channel“ and must not be used by the buyer for selling Sea to Summit goods. As at the date of these GTC, Prohibited Sales Channels include (but are not limited to):

a. Amazo
b. Ebay
c. Allegro
d. Zalando
e. Temu
f. Asos
g. Vinted
h. Otto
i. ManoMano
j. Kaufland
k. Fnac
l. Decathlon
m. TikTok Shop
n. AliExpress
o. Cdiscount
p. Etsy
q. El Corte Ingles
r. Argos
s. Fruugo
t. Priceminister
u. Onbuy
v. Pixmania
w. com
x. Outstore
y. La Redoute
z. SportMarken24

Sea to Summit is not prohibited from using the above sales channels, however where it does so, it must ensure use of the relevant marketplace is consistent with the Brand Guidelines.    

Last update: October 2024

Sea to Summit GmbH

§1 Scope of application

These General Terms and Conditions (GTC) apply between Sea to Summit GmbH, registered in the Commercial Register of the Local Court of Munich under HRB 203085, business address Siegfried-Str. 36, 33615 Bielefeld ("Sea to Summit", "we", "us/our") and the contractual partner of Sea to Summit ("Buyer"/"buyer") identified on the order confirmation. These GTC apply exclusively. Any terms and conditions of the buyer that deviate from our GTC shall not apply.

§2 Offers

Our offers are non-binding, unless otherwise stated in the order confirmation.

§3 Orders

We only accept orders by written confirmation. Sea to Summit can inform the buyer within 14 days whether Sea to Summit accepts the buyer's offer to conclude a contract or not.

§4 Withdrawal

If we are not supplied by our suppliers due to circumstances for which we are not responsible, although we have concluded a sufficient covering transaction, we and the buyer are entitled to withdraw from the contract. In this case, Sea to Summit undertakes to inform the buyer immediately of the unavailability of the goods and to reimburse any payments made by the buyer. We reserve all rights resulting from a delay in payment by the buyer, including our right to withdraw from the contract with the buyer if we have agreed advance payment with the buyer and the buyer is one month in arrears with the agreed payment term. Individualised goods (e.g. custom-made products) shall in any case oblige the Buyer to take delivery against payment.

§5 Prices

Our prices are net prices plus the applicable statutory VAT, postage, transport, delivery and packaging costs.

Our prices are valid for six months from the date of conclusion of the contract. If a delivery period of more than six months is agreed, we shall be entitled to pass on to the Buyer any increases in costs incurred in the meantime for procurement, manufacture, delivery, assembly, exchange rate changes or similar, including price increases caused by changes in the law (e.g. tax increases), to a corresponding extent.

§6 Delivery times and delivery

The agreement in the order confirmation shall be decisive for the scope and time of delivery. The delivery period shall commence with the dispatch of the order confirmation, but not before the provision of any documents, authorisations and approvals to be procured by the purchaser and not before receipt of an agreed down payment. The delivery deadline shall be deemed to have been met if readiness for dispatch has been notified by the time it expires or the delivery item has left our warehouse. After expiry of the delivery period, the purchaser is entitled to set us a two-week extension period in writing for delivery, starting from the date of the written notification by the purchaser. If this deadline is not met, the buyer may withdraw from the contract. If the buyer is in default of acceptance or violates other obligations to co-operate (e.g. quantity control), we shall be entitled to invoice the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. In the event of default of acceptance, the risk of accidental loss or deterioration of the purchased item shall pass to the buyer at the point in time at which the buyer is in default of acceptance or debtor's delay.

§7 Terms of payment

We deliver - subject to the provision in the following sentence - against invoice or direct debit at the buyer's request. We reserve the right to fulfil the order against cash on delivery, (partial) advance payment or on the basis of another form of payment agreed with the buyer. Payment modalities and discount regulations are set out in our order confirmations. The right of the purchaser to offset against counterclaims is excluded unless the counterclaim is undisputed or has been recognised by declaratory judgement.

Unless otherwise agreed, the purchase price must be paid within 10 days of delivery. Interest on arrears shall be charged at a rate of 9 percentage points above the current base rate per annum. We reserve the right to assert higher damages caused by default.

§8 Warranty, liability for defects

The buyer must give notice of obvious defects within 14 days of delivery by us, whereby timely despatch shall suffice to meet the deadline. The buyer must give notice of hidden defects within 7 days of discovery. Timely despatch shall suffice to meet the deadline. In the event of failure to comply with the deadline for notification of defects, a warranty for the defects concerned shall not be considered. The buyer's warranty rights under sales law for defects notified in due time are limited as follows: We shall remedy material or legal defects in the goods within a reasonable period of time at our own discretion by repair or subsequent delivery. The buyer is entitled to withdraw from the purchase contract if we have not rectified the defect in question despite having set a reasonable period of grace twice. The buyer's right to a reduction in price shall be excluded; the Buyer's right under the law of unjust enrichment to repayment of excess amounts paid shall remain unaffected by this. With the exception of the cases mentioned in § 11 paragraph 2 (Liability), the buyer's warranty rights shall become time-barred twelve (12) months after the beginning of the statutory limitation period. Liability for any claims for damages shall be limited in accordance with § 11 Liability. The parties agree that the assumption of a guarantee always requires an express promise of a guarantee on the part of Sea to Summit in which the terms "guarantee" or "guaranteed" are used.

§9 Transfer of risk

If, at the buyer's request, we ship the sold item to a place other than the place of fulfilment, the risk shall pass to the buyer as soon as we have delivered the item to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment.

§10 Returns

Returns will only be accepted subject to our inspection. Returns may only be sent back on instruction and carriage paid. If the goods complained about are defective within the meaning of the statutory warranty regulations, we will immediately reimburse you for the necessary shipping costs incurred for the return (Deutsche Post or comparable provider). You will need a return instruction for each consignment sent to us. Please contact us in the event of a return. Returns without a corresponding return instruction cannot be accepted and must be returned carriage forward.

§11 Liability

11.1 Subject to the provision in clause 11.2, our statutory and/or contractual liability for damages shall be limited as follows: (i) We shall be liable in amount limited to the damage typically foreseeable at the time of conclusion of the contract for the negligent breach of material obligations arising from the contractual obligation (i.e. such obligations whose fulfilment is essential for the proper performance of the contract, whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the Buyer regularly relies, so-called cardinal obligations); (ii) We shall not be liable for the breach (negligent or otherwise) of non-essential obligations arising from the contractual relationship. 11.3 The aforementioned limitation of liability shall not apply in cases of mandatory statutory liability (in particular under the German Product Liability Act) or in the event of the assumption of a guarantee, wilful or grossly negligent damage or culpably caused bodily injury. 11.4 Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our representatives, employees and vicarious agents.

§12 Retention of title

We reserve title to the goods delivered by us until complete fulfilment of our present and future total claims arising from the business relationship with the buyer. As long as ownership has not yet been transferred to him, the buyer is obliged to treat the reserved goods with care and to inform us immediately if the reserved goods are seized or exposed to other interventions by third parties. The purchaser is authorised to resell the reserved goods in the ordinary course of business. In this case, the purchaser hereby assigns to us by way of security the purchaser's claims against the buyer arising from the resale of the reserved goods. We hereby accept this assignment. Irrespective of our right to collect the claim ourselves, the purchaser remains authorised to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and insofar as the purchaser fulfils his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments. Insofar as the reserved goods and the items or claims taking their place exceed the amount of the secured claims by more than 20%, we shall release securities of our choice at the buyer's request. If we withdraw from the contract in the event of behaviour by the buyer in breach of contract - in particular default of payment - (enforcement event), we are entitled to demand the return of the reserved goods.

§13 Distribution

The buyer may not sell the goods via online marketplaces that are identified as Prohibited Sales Channels in the attached Marketplace Criteria. If requested by the buyer, Sea to Summit may give such consent if it considers the online marketplace to be compatible with the Marketplace Criteria. Online marketplaces are providers of online intermediary services that bring merchants and customers together to facilitate direct sales. All other types of online sales and all types of online advertising are permitted without restriction. This also includes sales via online services without direct purchasing functionality that redirect customers to other websites where goods can be purchased.

§14 Place of fulfilment and jurisdiction, choice of law

The place of fulfilment and payment is Bielefeld. The exclusive place of jurisdiction is Bielefeld. German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

§15 Other

Assignments of claims arising from the contract concluded with us require our consent to be effective. § Section 354a HGB remains unaffected. Our goods may only be sold to end consumers.

Attachment - Marketplace Criteria

The Buyer must only use marketplaces to sell Sea to Summit goods if the online marketplace supports and facilitates the maintenance of the brand's image by providing the necessary tools and features to ensure a high-quality presentation and customer experience. Specifically, the marketplace must enable the following:

a. Accurate and Appealing Descriptions: Allow the Buyer to use detailed and precise descriptions of goods that reflect Sea to Summit‘s brand and values. Descriptions should allow the Buyer to highlight the key features, benefits, and unique selling points in a way that aligns with the brand's image.

b. Professional Images: High-resolution, professional images that are consistent with the brand’s aesthetic must be used. Images should showcase the goods from multiple angles, include close-ups of important details, and demonstrate the goods in use if applicable. Buyers should leverage the brand’s “how-to videos” when available.

c. Adherence to Brand Guidelines: Ensure that the marketplace's policies and infrastructure can accommodate and support Sea to Summit‘s overall standards for presentation of goods, customer service, and packaging. The Buyer should strictly follow the brand guidelines regarding goods listings, promotional activities, and overall presentation. This includes using approved logos, colour schemes, fonts, and any other visual elements specified by the brand. The brand guidelines can be provided by Sea to Summit on request ("Brand Guidelines").

d. Customer Service: The buyer (or the marketplace) must be able to provide consistent, efficient level of customer service that aligns with Sea to Summit‘s standards. This includes prompt responses to customer service inquiries, handling returns and exchanges efficiently, and maintaining a professional and courteous communication style.

Any marketplace that does not align with the above will be a  “Prohibited Sales Channel“ and must not be used by the buyer for selling Sea to Summit goods. As at the date of these GTC, Prohibited Sales Channels include (but are not limited to):

a. Amazon
b. Ebay
c. Allegro
d. Zalando
e. Temu
f. Asos
g. Vinted
h. Otto
i. ManoMano
j. Kaufland
k. Fnac
l. Decathlon
m. TikTok Shop
n. AliExpress
o. Cdiscount
p. Etsy
q. El Corte Ingles
r. Argos
s. Fruugo
t. Priceminister
u. Onbuy
v. Pixmania
w. com
x. Outstore
y. La Redoute
z. SportMarken24

Sea to Summit is not prohibited from using the above sales channels, however where it does so, it must ensure use of the relevant marketplace is consistent with the Brand Guidelines.  

Last update: October 2024