General Terms and Conditions of Sequence Holding ApS (B2B)
1 Scope of application, contractual partners
1.1 The following General Terms and Conditions (hereinafter "GTC") apply to all business relationships of Sequence Holding ApS (hereinafter "Sequence") in connection with the sale and manufacture of shoe insoles offered by Sequence on the website www.sequencesoles.com (hereinafter "website") (hereinafter "goods") and in the context of which an entrepreneur acts as a contractual partner.
1.2 An entrepreneur (hereinafter "partner") within the meaning of Section 14 of the German Civil Code (BGB) is a natural or legal person or a partnership with legal capacity that is acting in the exercise of its commercial or independent professional activity when concluding the transaction, as well as legal persons under public law and special funds under public law.
1.3 The GTC govern the contractual relationship between Sequence and the partner, in particular the rights and obligations of the partner when purchasing goods on behalf of a consumer who is a customer of the partner (hereinafter "end customer").
1.4 If Sequence and the partner agree that the partner should act as such for Sequence, Sequence and the partner conclude a partner contract (hereinafter "partner contract"). Upon conclusion of a contractual partner agreement, the partner agrees to these GTC.
1.5 These GTC apply exclusively to the business relationship between the partner and Sequence. Deviating, conflicting or supplementary GTC of the partner do not become part of the contractual relationship between Sequence and the partner unless Sequence expressly agrees to them in writing.
1.6 The version of the GTC that is valid at the time the business relationship is concluded shall apply.
1.7 Insofar as these GTC have been translated into several languages, the German version shall prevail.
2 Services in the context of the partner agreement
2.1 The goods offered by Sequence via the website primarily relate to the manufacture and sale of shoe insoles for end customers. In this context, Sequence offers different variants of individualized shoe insoles that are individually adapted to the needs of the end customer (hereinafter "individualized shoe insoles"), as well as generic shoe insoles that are not individually manufactured for the end customer (hereinafter "generic shoe insoles"). Sequence offers its goods via the website without obligation.
2.2 The partner can purchase Sequence goods on behalf of the end customer. For this purpose, upon conclusion of the partner contract, the partner receives access data to a partner portal, which can be accessed at www.sequencesoles.com. In the partner portal, the partner must enter the data of the respective end customer and transmit it to Sequence. A purchase contract between the end customer and Sequence is concluded upon transmission, provided that Sequence sends the end customer a contract confirmation in accordance with the "General Terms and Conditions of Sequence Holding ApS B2C". The partner acts as a representative within the meaning of Sections 164 et seq. BGB.
2.3 The respective services are provided by Sequence directly to the end customer. In the relationship between the end customer and Sequence, the "General Terms and Conditions of Sequence Holding ApS B2C" apply.
2.4 All services provided by Sequence in the context of the purchase of goods are intended exclusively for the end customer and for his private use. Any use for business or commercial purposes by the partner is expressly prohibited.
2.5 The partner has no legal claim against Sequence for the achievement of a certain result (e.g. a certain "comfort level" of the end customer) on the basis of Sequence's goods. The goods have no specific medical purpose and are not medical products. Sequence therefore does not offer the insoles as a medical aid, but only as a self-paid service outside of statutory health insurance. Additional information provided in connection with the insoles, e.g. "Active", are in particular not to be understood as guarantees. A guarantee is only granted if it has been expressly designated as such. The partner is prohibited from independently assigning additional purposes to the goods - in whatever form - e.g. towards end customers.
3 Obligations of the partner
Before concluding a contract on behalf of the end customer, the partner must ensure that
(i) the end customer has granted him a valid power of attorney within the meaning of Sections 164 et seq. to conclude a contract for the goods;
(ii) the end customer has given him, where necessary, the necessary consent under data protection law to pass on and receive personal data (this includes in particular health data);
(iii) the end customer has agreed to the "General Terms and Conditions of Sequence Holding ApS B2C";
(iv) he has correctly entered all of the end customer's data, including personal data that is generated, for example, as part of a measurement (this includes in particular an analysis of the end customer's gait using a so-called gait measuring plate), in the partner portal and successfully transmitted it to Sequence;
(v) he has drawn the end customer's attention to Sequence's privacy policy, which is available at https://sequencesoles.com/policies/privacy-policy and
(vi) the end customer has released the partner from his duty of confidentiality, if necessary.
4 Marketing and advertising
4.1 Sequence is authorized to refer to the partner in marketing and advertising campaigns.
4.2 When referring to the partner within marketing and advertising campaigns, the company logo of the partner is also displayed, among other things. For this purpose, the partner grants Sequence a simple, non-transferable right of use, unlimited in time and space, with regard to the name and trademark rights required for this purpose.
5 Contract language, contract text
With regard to the contract language and the storage of the contract text, the provisions of the "General Terms and Conditions of Sequence Holding ApS B2C" apply accordingly.
6 Remuneration
Remuneration of the partner is agreed individually between the partner and Sequence and can be found in the partner contract.
7 Liability
7.1 Sequence always has unlimited liability
(i) in the event of intent or gross negligence,
(ii) for injury to life, body and/or health, and/or
(iii) to the extent of any guarantee assumed by Sequence.
7.2 Sequence is liable in cases of simple negligence for damages resulting from the breach of a material contractual obligation, limited to typical, foreseeable damages. Material contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the partner regularly relies and may rely (cardinal obligations).
7.3 Sequence is not liable for damages resulting from:
(i) unsuitable, improper or incorrect use of the goods,
(ii) natural wear and tear or damage that occur after the transfer of risk as a result of incorrect or negligent handling, excessive use or due to special external influences that are not provided for in the contract,
(iii) modifications or repair work carried out improperly or contrary to the information in the instructions for use,
(iv) improper or unsuitable storage of the goods,
(v) overuse of the goods,
(vi) use of the goods without observing the instructions in the operating manual, or
(vii) improper modification or repair of the goods without the prior written consent of Sequence, unless Sequence is responsible for these damages.
7.4 Claims for damages under the Product Liability Act remain unaffected by the above limitations of liability.
7.5 In the event that third parties assert claims against Sequence due to damages caused by a case listed in Section 7.3, the partner is obliged to indemnify Sequence against such claims if and to the extent that he is responsible for the damage. In addition, the partner must compensate Sequence for any further damages resulting from the claim and reimburse Sequence for all legal defense costs, unless the costs are not necessary and reasonable.
If the cause of the damage lies in the sphere of the partner, he must prove that he is not at fault.
7.6 The partner shall notify Sequence
(i) immediately in writing of any claims asserted by third parties;
(ii) leave the decision on the defense against third-party claims to Sequence; and
(iii) provide all information and assistance reasonably necessary for the defense against such a third party claim.
7.7 Sequence does not accept any further liability.
7.8 The above limitations of liability also apply to breaches of duty by persons whose fault Sequence is responsible for in accordance with statutory regulations.
8 Final provisions, applicable law, place of jurisdiction
8.1 Should individual provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The contracting parties undertake to jointly replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies to any loopholes in these GTC.
8.2 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of private international law and the United Nations Convention on Contracts for the International Sale of Goods.
8.3 If the partner is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all legal disputes arising from or in connection with these GTC is Copenhagen, Denmark.
Status: December 2024