Dealer Terms and Conditions

Note: This English translation is provided for better readability and convenience. Legally binding is the German version of these Dealer Terms and Conditions. In the event of discrepancies or inconsistencies, the German version shall prevail.

These Dealer Terms and Conditions apply exclusively to orders placed by entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) via the online shop of SQUIQ, provided that the ordering party has been approved as a dealer and, after logging into its linked customer account, is shown dealer conditions.

Table of Contents

  1. Scope
  2. Dealer Status and Authorization to Order
  3. Conclusion of Contract
  4. Prices and Payment Terms
  5. Tax Treatment and VAT ID No.
  6. Delivery and Shipping Conditions
  7. Delivery Times and Availability
  8. Retention of Title
  9. Warranty for Defects
  10. Liability
  11. Vehicle Compatibility, Instructions and Dealer Responsibility
  12. Trademarks and Materials
  13. Confidentiality
  14. Final Provisions

Section 1 Scope

1.1 These Dealer Terms and Conditions apply to all contracts for orders and deliveries between SQUIQ GmbH, Brockhausstraße 58, 04229 Leipzig, Germany, represented by its Managing Director Jens Hochthurn, hereinafter referred to as “SQUIQ”, and entrepreneurs within the meaning of Section 14 BGB, legal entities under public law, or special funds under public law, hereinafter each referred to as the “Dealer”.

1.2 These Dealer Terms and Conditions apply exclusively to entrepreneurs. They do not apply to consumers. Orders placed by consumers are subject exclusively to SQUIQ’s separate B2C Terms and Conditions.

1.3 Any deviating, conflicting or supplementary general terms and conditions of the Dealer shall not become part of the contract unless SQUIQ has expressly agreed to their validity in text form.

1.4 Individual agreements with the Dealer shall take precedence over these Dealer Terms and Conditions, provided that they have been confirmed by SQUIQ at least in text form.

Section 2 Dealer Status and Authorization to Order

2.1 Orders at dealer conditions are permitted only via the SQUIQ online shop and only by dealers approved by SQUIQ. A prerequisite is that the Dealer has a correspondingly activated and linked customer account and, after logging in, is shown the dealer conditions applicable to it.

2.2 SQUIQ is entitled to verify dealer status before and after an order and to reject, suspend or revoke any registration, activation or order for objective reasons, in particular if the requirements for dealer conditions are not or are no longer met, or if there are justified doubts regarding entrepreneurial status, creditworthiness, tax treatment or proper processing.

2.3 The Dealer is obliged to provide all information requested in the customer account or during the ordering process completely, correctly and up to date. This applies in particular to company name, legal form, billing and delivery address, contact person, email address, VAT ID number, as well as any other tax-related or logistics-related information required.

Section 3 Conclusion of Contract

3.1 The presentation of products, prices, dealer conditions, delivery times and shipping information in the SQUIQ online shop does not constitute a binding offer by SQUIQ, but rather a non-binding invitation to place an order. Dealer conditions are shown only to logged-in and activated dealers in the linked customer account.

3.2 By submitting the order, the Dealer makes a binding offer to conclude a purchase contract.

3.3 The automated confirmation of receipt sent after submission of the order does not yet constitute acceptance.

3.4 The contract is concluded only by
a) an express order confirmation from SQUIQ in text form,
b) a payment request or pro forma invoice transmitted by SQUIQ in text form and expressly designated as acceptance, or
c) dispatch of the goods.

3.5 SQUIQ is entitled to review orders before acceptance, in particular in the case of deliveries outside Germany, deviating delivery addresses, dropshipping constellations, unclear tax information, unusual order quantities or other special circumstances of the individual case.

3.6 If an ordered product is unavailable or an order cannot be accepted for objective reasons, SQUIQ shall inform the Dealer accordingly. Payments already received shall be refunded to that extent.

Section 4 Prices and Payment Terms

4.1 The prices displayed in the online shop at the time of the order shall apply.

4.2 For activated dealers, the dealer conditions shown after logging into the linked customer account shall apply.

4.3 Dealer prices, discounts and other conditions apply only to the extent expressly shown or individually confirmed.

4.4 Vouchers, discount codes, promotional codes or other price advantages from the end-customer business shall not apply to dealer orders unless SQUIQ has expressly approved their validity for dealers.

4.5 Dealer orders shall generally be paid by bank transfer to the account specified by SQUIQ, unless otherwise expressly agreed in text form in the individual case. If several payment methods are technically displayed in the shop, this shall not give dealers any entitlement to a specific payment method.

4.6 Processing, production release, picking, shipment preparation and delivery shall generally take place only after full payment has been received.

4.7 SQUIQ is entitled to send an order confirmation, payment request, pro forma invoice or other preliminary document prior to delivery. The final invoice may be issued after receipt of payment and/or after initiation of fulfillment.

4.8 If SQUIQ grants a payment term or a deviating method of payment in an individual case, this requires express confirmation in text form. There is no entitlement to this.

4.9 If payment is not received within the payment period communicated by SQUIQ, SQUIQ shall be entitled to postpone the order or, after expiry of a reasonable grace period without result, to withdraw from the contract.

4.10 In the event of late payment, the statutory provisions shall apply.

4.11 The Dealer may offset only undisputed counterclaims or counterclaims that have been finally adjudicated. The Dealer shall have a right of retention only insofar as it is based on the same contractual relationship.

4.12 If SQUIQ communicates sales prices or price recommendations to the Dealer, these shall be non-binding price recommendations only. The Dealer remains free to determine its resale prices.

Section 5 Tax Treatment and VAT ID No.

5.1 The Dealer is obliged to provide all information required for the tax treatment of the order completely, correctly and up to date.

5.2 If the Dealer provides a VAT ID number for an intra-Community supply or any other tax treatment differing from the standard treatment, the Dealer must ensure that such VAT ID number is valid at the time of the order and lawfully assigned to it.

5.3 SQUIQ is entitled to verify VAT ID numbers and other tax-relevant information and to request appropriate evidence.

5.4 If the requirements for a VAT-exempt intra-Community supply, reverse charge treatment or other special tax treatment are not met, are not fully evidenced or cease to apply retrospectively, SQUIQ shall be entitled to subsequently charge the legally owed VAT.

5.5 The Dealer is liable for the accuracy of its tax-relevant information. Any additional taxes, subsequent claims, interest or other disadvantages resulting from incorrect or incomplete information provided by the Dealer shall be borne by the Dealer to the extent permitted by law.

Section 6 Delivery and Shipping Conditions

6.1 Delivery shall be made to the delivery areas offered by SQUIQ.

6.2 The shipping costs and shipping conditions stated in the online shop or in the individual order communication shall apply.

6.3 In the case of larger quantities, project-related orders, deliveries abroad or other special cases, SQUIQ may determine or coordinate shipping costs, type of transport and shipping processing separately.

6.4 The Dealer is responsible for the completeness and accuracy of all delivery and recipient data. Any additional costs, delays, returns or renewed delivery costs resulting from incorrect information shall be borne by the Dealer.

6.5 The Dealer shall bear the shipping risk from the time the goods are handed over to the forwarding agent, carrier or other person designated to carry out the shipment.

6.6 Partial deliveries are permitted insofar as they are reasonable for the Dealer.

Section 7 Delivery Times and Availability

7.1 Information on delivery times is generally non-binding unless expressly confirmed by SQUIQ as binding in text form.

7.2 Delivery periods shall not commence before full receipt of payment and not before all details relevant to the order have been fully clarified.

7.3 If, despite having entered into a proper covering transaction of its own, SQUIQ is not supplied correctly or in due time and SQUIQ is not responsible for this, SQUIQ shall be entitled to withdraw from the contract. SQUIQ shall inform the Dealer thereof without undue delay and refund any payments already made to that extent.

7.4 In all other respects, the statutory provisions shall apply in the event of delivery delays.

Section 8 Retention of Title

The delivered goods shall remain the property of SQUIQ until full payment of the purchase price has been made.

Section 9 Warranty for Defects

9.1 The Dealer shall be subject to the duties to inspect and notify defects pursuant to Section 377 of the German Commercial Code (HGB).

9.2 The Dealer must inspect the goods properly without undue delay after delivery and notify SQUIQ in text form without undue delay, no later than within 5 working days after delivery, of any apparent defects, wrong deliveries, quantity deviations or transport damage. Hidden defects must be notified in text form without undue delay after discovery.

9.3 If proper and timely notice is not given, the goods shall be deemed approved in this respect unless SQUIQ has fraudulently concealed the defect.

9.4 In the event of justified defects, SQUIQ shall, at its own discretion, provide subsequent performance by remedying the defect or making a replacement delivery. In all other respects, the statutory provisions shall apply to claims for defects unless otherwise provided in these Dealer Terms and Conditions.

9.5 Claims for defects shall in particular not exist in cases of natural wear and tear, improper use, unsuitable storage, faulty assembly or assembly not based on SQUIQ’s specifications, unauthorized modifications, combination with components not approved, or other interventions by the Dealer or third parties, insofar as the defect results therefrom.

Section 10 Liability

10.1 SQUIQ shall have unlimited liability in cases of intent, gross negligence, injury to life, body or health, and in accordance with mandatory statutory provisions.

10.2 In cases of ordinary negligence, SQUIQ shall be liable only for the breach of essential contractual obligations; in such case liability shall be limited to the typical foreseeable damage under the contract.

10.3 To the extent permitted by law, liability for indirect damages, consequential damages and loss of profit in cases of ordinary negligence is excluded.

10.4 The above limitations of liability shall also apply in favor of SQUIQ’s legal representatives, employees and vicarious agents.

Section 11 Vehicle Compatibility, Instructions and Dealer Responsibility

11.1 Before resale, recommendation, installation or delivery, the Dealer shall independently verify whether the respective product is suitable for the specific vehicle, its model year, equipment variant, seat configuration, load floor situation, fastening points and the intended use.

11.2 Information provided by SQUIQ on vehicle compatibility, dimensions, installation situations, examples of use or possible uses, including any compatibility check, serves solely as non-binding guidance. Unless expressly confirmed otherwise by SQUIQ in text form, such information does not constitute an agreement on quality nor a guarantee.

11.3 The Dealer is obliged to observe the usage, installation, safety and care instructions provided by SQUIQ and, insofar as required for proper use, handling or safety, to pass them on to its customers.

11.4 The Dealer is responsible for ensuring that any product descriptions, advertising statements, installation instructions or usage instructions used by it are factually correct and consistent with the information approved by SQUIQ.

11.5 If claims by third parties are based on improper use, modification, faulty installation, inaccurate advertising or other improper handling of the products attributable to the Dealer, the Dealer shall indemnify SQUIQ against such claims to that extent.

Section 12 Trademarks and Materials

12.1 All trademarks, logos, product names, illustrations, texts, technical documents and other content of SQUIQ shall remain the property of, or protected rights held by, SQUIQ or the respective rights holder.

12.2 The Dealer may use trademarks and product materials provided by SQUIQ only in connection with the distribution of original SQUIQ products.

12.3 Any use in a misleading, unlawful or reputation-damaging manner is prohibited.

12.4 The registration or use of domains, social media accounts, signs or other designations containing “SQUIQ” or confusingly similar signs is prohibited without SQUIQ’s prior consent.

Section 13 Confidentiality

13.1 All non-public commercial, technical, organizational and logistical information of SQUIQ made accessible to the Dealer within the scope of the business relationship shall be deemed confidential.

13.2 The Dealer shall use confidential information exclusively for the performance of the business relationship and shall not disclose it to third parties without prior consent from SQUIQ.

13.3 This shall not apply to information that the Dealer can prove was already lawfully known to it or that becomes generally known without any breach of a confidentiality obligation.

13.4 Non-public dealer conditions, discounts, special conditions and other individual purchasing conditions of SQUIQ are confidential and may not be disclosed to third parties without SQUIQ’s prior consent, subject to statutory disclosure obligations.

Section 14 Final Provisions

14.1 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2 If the Dealer is a merchant, a legal entity under public law or a special fund under public law with its registered seat in Germany, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Leipzig, Germany. If the Dealer has its registered seat outside Germany, Leipzig shall likewise be the exclusive place of jurisdiction, provided that the order or contract can be attributed to the Dealer’s professional or commercial activity. SQUIQ shall furthermore be entitled to bring proceedings before the court at the Dealer’s registered seat.

14.3 Should individual provisions of these Dealer Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

14.4 Any legally relevant declarations and notices by the Dealer after conclusion of the contract must be made at least in text form, unless a stricter form is required by law.

Version as of: 08 April 2026