Terms and Conditions.

General Terms and Conditions (GTC) of VALIGO GmbH

1. Scope of Application

1. These General Terms and Conditions (“GTC”) shall apply to all business relationships between VALIGO GmbH (“VALIGO”) and its customers, provided that such customers are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

2. Any conflicting or deviating terms and conditions of the customer shall not apply unless VALIGO has expressly agreed to their validity in text form.

3. Individual agreements, quotations, individual contracts, and powers of attorney shall take precedence over these GTC.

2. Services Provided by VALIGO

1. VALIGO provides consulting, analysis, brokerage, and negotiation services in the fields of shipping, freight, logistics, and procurement cost optimization.

2. The specific scope of services shall be determined exclusively by the respective quotation, individual contract, or written engagement.

3. VALIGO does not guarantee any specific economic success unless expressly agreed upon in the individual contract.

4. VALIGO shall be entitled to engage affiliated companies, cooperation partners, or qualified third parties for the provision of its services.

3. Brokerage and Third-Party Services

1. VALIGO may introduce customers to shipping, freight, logistics, or other service providers and may support or accompany contractual negotiations.

2. Contracts for transportation, shipping, logistics, or other services shall be concluded exclusively between the customer and the respective third-party provider.

3. VALIGO is neither a carrier, freight forwarder, parcel service provider, nor a contractual party to the services brokered.

4. VALIGO shall not be liable for the services, prices, availability, contractual modifications, service disruptions, or breaches of duty by third-party providers.

4. Customer Cooperation Obligations

1. The customer shall provide all information, documents, and data required for the performance of the services completely, accurately, and in a timely manner.

2. The customer warrants that the information provided is accurate and that its use within the scope of the contractual relationship is legally permissible.

3. Any delays, additional expenses, or damages resulting from incomplete, incorrect, or delayed information provided by the customer shall not be the responsibility of VALIGO.

4. Where necessary, the customer shall grant the powers of attorney required for communication with existing or potential service providers.

5. Confidentiality

1. Both parties undertake to keep strictly confidential all business, commercial, technical, strategic, and other confidential information disclosed during the course of their cooperation.

2. Confidential information may only be used for the purpose of performing the respective contractual relationship.

3. Disclosure to third parties shall only be permitted where necessary for the performance of the contract, where required by law, or where the other party has given prior consent.

4. The obligation of confidentiality shall survive the termination of the business relationship.

5. The following information shall not be deemed confidential:
    

• information that is publicly available;

• information lawfully obtained from third parties;

• information that becomes public without any breach of confidentiality obligations;

• information whose disclosure is required by law.

6. Data Protection

1. The parties undertake to comply with the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG), and all other applicable data protection regulations.

2. Personal data shall be processed exclusively for the purposes of contract initiation, contract performance, and compliance with legal obligations.

3. The customer shall ensure that any data transmitted to VALIGO has been collected in compliance with applicable data protection laws and may lawfully be processed and disclosed to shipping, logistics, or other service providers where necessary.

4. Where required, the parties shall enter into separate data processing agreements pursuant to Article 28 GDPR.

5. Further information is available in the Privacy Policy of VALIGO GmbH.

7. Remuneration and Payment Terms

1. Remuneration shall be determined by the respective individual contract, quotation, or written engagement.

2. Invoices shall be payable without deduction within fourteen (14) calendar days from the invoice date.

3. In the event of late payment, statutory default interest pursuant to Sections 286 and 288 BGB shall apply.

4. The customer must raise any recognizable objections to invoices without undue delay and no later than fourteen (14) calendar days after receipt of the invoice.

5. The customer may only offset claims that are undisputed or have been finally determined by a court of law.

6. Any right of retention may only be exercised on the basis of counterclaims arising from the same contractual relationship.

8. Liability

1. VALIGO shall be liable without limitation for intent and gross negligence.

2. In the event of a slightly negligent breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical for the contract.

3. The foregoing limitations of liability shall not apply to damages resulting from injury to life, body, or health, nor in cases of mandatory statutory liability.

4. All entrepreneurial, commercial, and operational decisions shall remain the sole responsibility of the customer. VALIGO shall not be liable for decisions made by the customer based on recommendations, analyses, or negotiation results.

5. To the extent permitted by law, liability for loss of profit, indirect damages, or consequential damages shall be excluded.

9. Force Majeure

1. Neither party shall be liable for failure to perform its obligations where such failure results from events of force majeure.

2. Force majeure shall include, but not be limited to, natural disasters, war, terrorism, pandemics, governmental actions, strikes, power outages, cyberattacks, or other unforeseeable events beyond the reasonable control of the parties.

3. For the duration of the force majeure event, the affected obligations shall be suspended.

10. Final Provisions

1. Amendments and supplements to contracts and ancillary agreements must be made at least in text form.

2. Should any provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

3. The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

4. The place of jurisdiction for all disputes arising out of or in connection with the business relationship shall be Düsseldorf, Germany, to the extent legally permissible.