§ 1 Scope and Contracting Parties

(1) These Terms and Conditions govern the contractual relationship between Suplify UG (haftungsbeschränkt), Alte Weseler Straße 18, 46569 Hünxe, Germany (hereinafter referred to as “Suplify”), and users of the Suplify App (hereinafter referred to as “User”).

(2) The Suplify App is intended exclusively for use by entrepreneurs within the meaning of § 14 BGB (German Civil Code). Suplify reserves the right to exclude consumers from using the App, but cannot technically prevent non-commercial use.

(3) Deviating or conflicting terms
and conditions of the User shall not apply unless expressly agreed in
writing by Suplify.

§ 2 Subject Matter of the Contract

(1) Suplify sells food supplements to Users via the Suplify App. The products are labeled with the User’s own branding and indicate the User as the responsible party (Inverkehrbringer) under EU food law.

(2) Suplify organizes manufacturing, labeling, packaging, and shipping of the products.

(3) The User selects products independently
from the catalog provided in the App.

§ 3 Order Process and Payment

(1) The User initiates a fulfillment request to Suplify for a specific product and quantity. Once Suplify provides a tracking link for the shipment, the User is automatically invoiced for product and shipping costs via the payment processor Stripe Payments Europe, Ltd.

(2) Subscription fees for using the Suplify App are processed via the Shopify Billing
API on a monthly or annual basis, depending on the User's chosen plan.

(3) Ownership of the goods passes to the User only after full payment of the respective invoice.

§ 4 Delivery and Shipping

(1) Products are shipped directly from Suplify's fulfillment location to the delivery
addresses indicated by the User or their end customers. The current shipping partner is DHL exclusively.

(2) Suplify is obliged to properly produce, package and dispatch the ordered goods.

(3) The delivered products remain the property of Suplify until full payment has been received (retention of title). Risk of loss transfers to the User upon handover to the shipping carrier.

(4) Returns and refunds are generally not offered. In case of undeliverable shipments that are returned to Suplify, the User will be notified and may request reshipment at their expense or product disposal without refund.

§ 5 Product Labeling and Compliance

(1) The User is solely responsible for ensuring that the labels and product information provided are legally compliant, including but not limited to health claims, warnings, and nutritional information.

(2) Suplify shall print and affix the labels uploaded by the User without modification

(3) Suplify assumes no liability for any legal deficiencies or inaccuracies in the labeling provided by the User.

§ 6 Legal Responsibilities

(1) The User acts as the sole distributor placing the products on the market ("Inverkehrbringer") within the meaning of EU food legislation and bears full legal responsibility for their marketing, labelling, distribution, and regulatory compliance, including the legal conformity and safety of the products themselves.

(2) In the event of a product recall initiated by the competent authorities or by the User as the responsible distributor ("Inverkehrbringer") under applicable food law, the User shall bear all costs associated with the recall, unless the recall is caused by a manufacturing defect attributable to Suplify or its fulfillment partner.

(3) Certain ingredients or product components may involve licence-protected brand or raw material designations. Responsibility for the lawful use of such protected terms in labels or marketing materials lies solely with the User. Suplify assumes no liability in
this respect.

(4) Suplify shall be liable without limitation for damages resulting from intent or gross negligence, as well as for injury to life, body or health. In cases of slight negligence, Suplify shall only be liable for the breach of essential contractual obligations (“cardinal obligations”), and only for the typical and foreseeable damage. Any further liability is excluded.

(5) The User shall indemnify and hold harmless Suplify from all third-party claims, including reasonable legal defense costs, arising from or in connection with the content provided by the User – particularly product labels, health claims, and marketing materials – if such content is unlawful, misleading, or otherwise non-compliant with applicable regulations.

§ 7 Term and Termination

(1) The contractual relationship between Suplify and the User shall remain in effect for as long as the User maintains an active subscription to the Suplify App.

(2) No notice period applies. Termination is possible at any time by cancelling the subscription.

(3) Orders already placed will be fulfilled by Suplify even after the User’s termination.

(4) A right of withdrawal does not apply, as the products are manufactured to the User’s specifications and are therefore exempt under § 312g para. 2 no. 1 BGB.

§ 8 Final Provisions

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

(2) Should any provision of this agreement be or become invalid, the validity of the remaining provisions shall remain unaffected.

(3) German law shall apply, to the exclusion of the UN Convention on Contracts for the
International Sale of Goods (CISG). The place of jurisdiction shall be the registered office of Suplify.