This document is the working draft tracked in code. It reflects our operating practice but has not yet been finalised by external counsel. For the binding version on a specific contract, email anon.schneerson@gmail.com.
These Terms of Service (“Terms”) govern your access to and use of the D27 B2B marketplace. The marketplace is operated by D27 Europe GmbH(registered in Berlin, HRB [to be assigned], VAT ID [DE…]) — a wholly-owned subsidiary of D27 OÜ (Delaware, USA). D27 Europe GmbH is your contracting party for platform access and for all orders placed through the platform except where a specific order confirmation names a different D27 entity. References to “D27”, “we” and “us” in these Terms mean D27 Europe GmbH unless context requires otherwise. By creating an account, listing a product, or placing an order you agree to these Terms.
D27 is a business-to-business platform. Accounts are available only to registered legal entities purchasing for business purposes. The statutory 14-day consumer withdrawal right (§312g BGB) does not apply. Consumer (B2C) use is not permitted.
You represent and warrant that you are of full legal capacity under your jurisdiction and are duly authorised to bind the legal entity whose details you submit. If it is later found you lacked such authority, you will be personally liable for obligations incurred under the account and D27 may terminate the account immediately and without notice.
D27 operates a marketplace that connects verified suppliers with business buyers. For most products, D27 acts as a disclosed commercial agent of the supplier(§3 Abs. 11 UStG); title and risk pass directly from the supplier to the buyer (subject to §05), and the VAT invoice is issued by the supplier — or by D27 on the supplier's behalf under a self-billing agreement where one is in place. The supplier named on the order confirmation is the seller of record unless D27 is expressly identified as seller.
For D27-branded services (such as the BOM Audit) and for any product where D27 is expressly named as seller of record on the order confirmation, D27 is the contracting party and is directly responsible for delivery under the applicable service order or order confirmation.
Delivery terms default to Incoterms 2020 DAP (Delivered at Place) at the shipping address you provide, unless a different Incoterm is stated on the order confirmation. Risk of loss passes to the buyer on delivery to the named destination.
Published lead times are good-faith estimates based on supplier input at the time of order. We notify you of material delays. Free EU-wide shipping applies above the threshold displayed in the cart.
Where the supplier is the seller of record (§03), the supplier is responsible for statutory warranty under applicable law, typically a one-year warranty period for B2B sales in accordance with §§ 438, 309 No. 8 lit. b) BGB, plus any additional manufacturer warranty stated on the product page. D27 will facilitate the processing of warranty claims with the supplier as a free service, but is not itself the warrantor unless D27 is expressly named as seller of record. Where D27 is the seller of record, the one-year statutory warranty applies, reduced from the default two years in accordance with §438(3) BGB to the maximum extent permitted for B2B sales.
Notify D27 of defects, short shipment or transit damage within five (5) business days of delivery, with photographic evidence where applicable; obvious defects must be notified at the point of acceptance (§377 HGB).
Goods are sold business-to-business; the statutory consumer withdrawal right does not apply. As a goodwill accommodation, and subject to confirmation in writing by D27 before return, we may accept returns of unopened goods in original packaging within 14 calendar days of delivery, subject to (a) a restocking fee of up to 25% of the order value for custom, serialised, or configured items, (b) the buyer bearing all return shipping and insurance costs, and (c) the item not being export-controlled or otherwise regulated in a way that makes return impractical. Items marked “non-returnable” on the product page are final sale.
Every listing carries an export-control classification (EAR, ITAR, EU Dual-Use Regulation (EU) 2021/821) and is screened against the EU, UK, and US (OFAC) sanctions lists. By placing an order you represent, warrant, and covenant that:
Orders flagged as requiring a licence will be held until the licence is provided or the order is cancelled. D27 may cancel, suspend, or reverse any order at any time where a screening hit, export-control concern, or credible indication of diversion arises, and is not liable for any loss arising from such cancellation. See also our Compliance overview.
You may not use the platform to: (a) violate applicable law; (b) infringe third-party IP; (c) upload malicious code; (d) scrape or crawl at rates that impair service; (e) circumvent compliance, rate-limiting or authentication controls; (f) resell D27 data without written permission. In addition, you may not: (g) use any part of the platform, catalogue, classification schema, or supplier graph to train, fine-tune, or evaluate any machine-learning model without D27's prior written consent; (h) bulk-export, mirror, or index the catalogue except via an authorised D27 API under a separate written agreement; (i) use the platform to benchmark or reverse-engineer D27's classification, screening or pricing logic; (j) access accounts, data or functionality for which you are not authorised, or enumerate users, suppliers or endpoints.
The D27 platform, including the catalogue database, classification schema, supplier graph, UI and trademarks, is owned by D27 or its licensors. Supplier content (product data, imagery, datasheets) remains the property of the supplier, licensed to D27 for platform use. You receive a limited, non-exclusive, non-transferable licence to use the platform for its intended business purpose.
Platform access is currently offered without a subscription fee; supplier commissions apply on completed transactions as set out in the Supplier Agreement. Buyers pay the published price plus applicable VAT and shipping. You are responsible for any import duties and local taxes on cross-border shipments where DAP terms apply.
D27 may introduce, vary, or discontinue fees (including subscription fees, transaction fees, or premium features) on at least 30 days' prior notice in accordance with §20 (Changes to the Terms). Any fees apply prospectively and do not affect orders already accepted prior to the effective date of the change.
A mutual NDA is automatically applied to every BOM Audit and to any supplier quote flagged as confidential. BOM line items and pricing are not shared outside the audit team without your written consent.
To the maximum extent permitted by law, D27's total aggregate liability to you for all claims arising from or relating to these Terms, the platform, and any order facilitated through the platform is limited to the fees and commissions actually received by D27 in connection with the transaction(s) giving rise to the claim in the twelve (12) months preceding the event, and shall not in any event exceed one hundred thousand euros (EUR 100,000) in aggregate across all claims.
D27 is not liable for indirect, consequential, incidental or punitive damages, nor for loss of profit, revenue, business, anticipated savings, data, or goodwill, whether arising in contract, tort (including negligence), or otherwise.
The foregoing limitations do not apply to: (i) liability for death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) liability under the German Product Liability Act (Produkthaftungsgesetz); (iv) wilful misconduct or gross negligence; (v) breach of a material contractual obligation (Kardinalpflicht), in which case liability is limited to foreseeable damages typical for this type of contract; or (vi) any other liability that cannot be limited or excluded under applicable mandatory law.
These Terms remain in effect while you have an account. Either party may terminate for convenience on 30 days' notice. We may suspend or terminate immediately for breach of these Terms, non-payment, sanctions or export-control concerns, or fraud.
On termination (a) your right to access the platform ceases immediately; (b) orders that have been accepted and paid for prior to termination will be fulfilled in the ordinary course unless cancelled under §04 or §07; (c) active D27 service orders (including any BOM Audit) continue through completion unless we terminate for breach; (d) on request within thirty (30) days after termination we will provide a one-time export of your account and order data in a machine-readable format; after that, data will be retained only as required by §06 of the Privacy Policy (retention) and applicable law.
Provisions that by their nature should survive termination (payment, export control, confidentiality, intellectual property, indemnification, liability, governing law) survive.
You will indemnify, defend, and hold harmless D27, its affiliates, and their respective officers, directors, employees and agents from and against any third-party claim, loss, fine, or expense (including reasonable legal fees) arising out of (a) your breach of these Terms, (b) your use of the platform or the goods in violation of law, (c) your breach of §07 (export control and sanctions), or (d) infringement of any third-party right caused by content you submit to the platform. D27 will promptly notify you of any such claim and allow you to control the defence with counsel reasonably acceptable to D27.
Neither party is liable for failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, industrial action, government action, export-control or sanctions measures, embargoes, supplier failure, utility failure, or outages of third-party internet or payment infrastructure. The affected party will notify the other promptly and use reasonable efforts to mitigate. If the event persists for more than sixty (60) days, either party may terminate the affected order without liability.
You may not assign or transfer these Terms, in whole or in part, without D27's prior written consent. D27 may assign these Terms to an affiliate or to a successor in connection with a merger, reorganisation, or sale of all or substantially all of its assets on notice to you.
If any provision of these Terms is held unenforceable, the remainder remains in effect and the parties will replace the unenforceable provision with a valid provision that comes closest to the economic intent of the original. Failure to enforce a right is not a waiver of that right. These Terms, together with the order confirmation, any applicable Supplier Agreement, the Privacy Policy, and the Compliance overview, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter. Buyer's standard purchasing terms and conditions are expressly rejected.
Legal notices to D27 must be sent to anon.schneerson@gmail.com with a copy by registered post to D27 Europe GmbH — Legal Department, Berlin, Germany (full registered address provided on request from anon.schneerson@gmail.com). Notices to you may be sent to the email address on your account and are deemed received on the next business day after sending.
Each party represents that it has not and will not, directly or indirectly, offer, give, receive or solicit any improper payment or benefit in connection with these Terms or any transaction facilitated through the platform, and that it complies with all applicable anti-bribery, anti-corruption, anti-money-laundering, and trade-compliance laws, including the German Gesetz über die Bekämpfung der Korruption, the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act.
We may update these Terms from time to time. Material changes will be announced at least 30 days before they take effect, via email and in-app banner. Continued use of the platform after the effective date constitutes acceptance of the updated Terms.
These Terms and any contract formed under them are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts of Berlin, Germany have exclusive jurisdiction over any dispute arising out of or in connection with these Terms; provided that D27 may, at its sole option, bring an action for unpaid fees or charges in the courts of the buyer's registered seat. Nothing in this section limits any mandatory consumer-protection provision that applies despite the buyer's commercial status under the law of its registered seat.
Legal notices: anon.schneerson@gmail.com. Commercial matters: anon.schneerson@gmail.com. D27 Europe GmbH is registered in Berlin, Germany; full registered address is provided on request.