Terms and Conditions
Dawnerz Bridge
Last updated: May 2026
1. Scope
These Terms and Conditions apply to all business relationships between Dawnerz GmbH, operating under Dawnerz Bridge, and its customers, clients, suppliers, buyers, manufacturers, importers, distributors, agents and other business partners.
Dawnerz Bridge is a business division / trade name of Dawnerz GmbH.
These Terms and Conditions apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310(1) of the German Civil Code (BGB). They do not apply to consumers.
Deviating, conflicting or supplementary terms and conditions of the contractual partner shall only become part of the contract if Dawnerz GmbH has expressly agreed to their validity in writing.
Individual agreements, offers, order confirmations, framework agreements, mandate agreements, representation agreements, purchase agreements or other written agreements shall take precedence over these Terms and Conditions.
2. Role of Dawnerz Bridge
Depending on the agreed cooperation, Dawnerz Bridge may act in different roles:
a) as seller or buyer of goods in its own name;
b) as a trading company;
c) as commercial representative of a manufacturer, supplier or business partner;
d) as intermediary, agent or commercial mandate partner;
e) as a supporter of international B2B transactions, negotiations and commercial execution.
The specific role, scope of services, remuneration, rights and obligations of the parties, as well as any territory, product or customer protection arrangements, are determined by the respective individual agreement.
Unless expressly agreed otherwise in writing, Dawnerz Bridge is not obliged to guarantee any specific turnover, number of customers, business transaction or economic result.
3. B2B Focus
Dawnerz Bridge operates in the field of international B2B trade in physical goods.
Its activities may include in particular:
- searching for buyers;
- searching for suppliers;
- preparing and adapting commercial offers;
- communicating with potential business partners;
- supporting negotiations;
- supporting orders, deliveries and payments;
- developing sales or supply channels;
- commercial representation;
- trading in its own name.
4. Offers and Conclusion of Contracts
Offers made by Dawnerz GmbH are non-binding unless expressly designated as binding.
A contract is concluded by written confirmation, signing of an agreement, acceptance of an offer, order confirmation, purchase order or actual performance of the agreed service.
Dawnerz GmbH is entitled to reject inquiries, orders or business opportunities, in particular where legal, economic, compliance-related, logistical, payment-related or reputational risks exist.
5. Products, Brands and Manufacturer Information
Dawnerz GmbH may offer or distribute goods under its own brand, under a manufacturer’s brand, under third-party brands or as neutral trading goods.
Where products are not manufactured by Dawnerz GmbH, product information, specifications, technical data, certificates, documents, performance information and other information are generally based on information provided by the respective manufacturer, supplier or rights holder.
Unless expressly agreed otherwise, the manufacturer or supplier remains responsible for:
- product quality;
- product specifications;
- technical documentation;
- declarations of conformity;
- certificates;
- labeling;
- packaging;
- product safety;
- legal permissibility of the product;
- accuracy of the product information provided.
Dawnerz GmbH reviews such information only within the scope of the agreed services and assumes no further responsibility for manufacturer information unless expressly agreed otherwise in writing.
6. Trading Model / Transactions in Own Name
If Dawnerz GmbH buys or sells goods in its own name, the agreed purchase terms shall apply.
Prices, quantities, delivery terms, payment terms, Incoterms, delivery times, packaging, documents, warranty and other purchase-related details are determined by the respective offer, order, order confirmation, invoice or separate agreement.
Delivery times are non-binding unless expressly agreed as binding in writing.
Dawnerz GmbH is entitled to source goods from different manufacturers, suppliers or production partners unless a specific source has been expressly agreed.
7. Commercial Representation
If Dawnerz Bridge acts as commercial representative, the territory, product area, customer segment, exclusivity, rights, obligations, remuneration, term and termination are determined by a separate representation agreement.
Exclusive representation exists only if expressly agreed in writing.
Unless expressly agreed otherwise in writing, Dawnerz Bridge is not authorized to conclude legally binding contracts in the name of the represented company.
As part of the representation, Dawnerz Bridge may in particular initiate business contacts, conduct communication, support offers, assist in negotiations and promote the development of customer relationships.
8. Commercial Mandate / Agency Model
If Dawnerz Bridge acts under a Commercial Mandate or agency agreement, Dawnerz Bridge supports the search, qualification, approach and development of certain buyers, suppliers, products, countries, segments or business opportunities.
The exact scope of the mandate is agreed individually.
Unless expressly agreed otherwise, Dawnerz Bridge does not owe a specific business transaction, but commercial activity within the agreed mandate.
Commissions, success fees, protection periods, introduced contacts, repeat orders and commission triggers are regulated in the respective mandate agreement, commission agreement or addendum.
9. Protection of Introduced Contacts and Non-Circumvention
Where Dawnerz Bridge introduces a customer, supplier, manufacturer, buyer, distributor, agent or other business partner, or develops a business opportunity, the parties must not circumvent Dawnerz Bridge if a corresponding protection or commission agreement exists.
This applies in particular to direct or indirect transactions with introduced contacts, affiliated companies, subsidiaries, parent companies, economically connected parties or clearly related procurement or sales structures.
The details, in particular protection period, protected contacts, protected products, territories and commission amount, are determined by the respective individual agreement.
10. Prices, Remuneration and Payment Terms
Prices, commissions, margins, mandate fees, representation fees, success fees and other remuneration are determined by the respective agreement.
Unless otherwise stated, all prices are net plus statutory VAT, where applicable.
Invoices are payable within the payment term stated on the invoice. If no payment term is stated, invoices are due within 14 days from the invoice date.
Dawnerz GmbH is entitled to withhold or suspend services if due payments are not made.
11. Delivery, Incoterms and Transfer of Risk
Delivery terms, transport responsibility, allocation of costs, transfer of risk and customs responsibility are determined by the respective agreement.
If Incoterms are agreed, the Incoterms shall apply in the version expressly agreed.
Unless Dawnerz GmbH has expressly assumed responsibility for transport, import, export, customs clearance or insurance, responsibility for these matters lies with the contractually responsible business partner.
12. Documents, Customs, Import/Export and Compliance
The respective manufacturer, supplier, buyer or importer is responsible for providing and ensuring the accuracy of the required documents unless expressly agreed otherwise.
Such documents may include in particular:
- commercial invoices;
- packing lists;
- proof of origin;
- technical data sheets;
- conformity documents;
- certificates;
- customs tariff numbers / HS codes;
- transport documents;
- export and import documents;
- other product- or country-specific documents.
Dawnerz GmbH may support the coordination of such documents, but does not provide legal, tax, customs or regulatory advice unless expressly agreed in writing.
Each party is obliged to comply with applicable export control, sanctions, customs, tax, product and compliance regulations.
13. Retention of Title
In the case of sales by Dawnerz GmbH, the delivered goods remain the property of Dawnerz GmbH until all claims arising from the respective business relationship have been paid in full.
The buyer is obliged to treat the goods subject to retention of title with care and to inform Dawnerz GmbH without delay of any third-party access, damage, loss or other impairment.
14. Inspection Obligations and Defects
The buyer or recipient is obliged to inspect delivered goods without delay after receipt.
Obvious defects, incorrect deliveries or quantity deviations must be reported to Dawnerz GmbH in writing without delay, but no later than within 7 calendar days after receipt of the goods.
Hidden defects must be reported in writing without delay after discovery.
If the buyer fails to give timely notice, the goods shall be deemed approved to the extent permitted by law.
15. Warranty
Warranty is governed by statutory provisions unless otherwise agreed individually.
In B2B transactions, Dawnerz GmbH is entitled to initially provide subsequent performance, in particular by replacement delivery or repair.
Warranty claims do not exist if the defect is caused by improper use, incorrect storage, faulty assembly, unsuitable operating conditions, unauthorized modifications or failure to observe product information.
16. Liability
Dawnerz GmbH is fully liable for intent and gross negligence as well as for injury to life, body or health.
In cases of simple negligence, Dawnerz GmbH is liable only for breach of material contractual obligations. In such cases, liability is limited to the typical and foreseeable damage.
Any further liability is excluded to the extent permitted by law.
Liability under mandatory statutory provisions, in particular under the German Product Liability Act, remains unaffected.
17. Responsibility of Third Parties
Dawnerz GmbH is not liable for services, products, acts or omissions of independent manufacturers, suppliers, buyers, logistics providers, customs agents, warehouse operators, payment service providers, advisors or other third parties, unless they act as vicarious agents of Dawnerz GmbH in the specific contractual relationship.
18. Confidentiality
The parties undertake to keep confidential information, trade secrets, prices, customer data, supplier data, terms, technical information, commercial strategies and other confidential information confidential.
This obligation continues after the termination of the business relationship.
Disclosure of confidential information to third parties is permitted only if necessary for the performance of the business relationship or if the disclosing party has consented.
19. Intellectual Property and Trademarks
Trademarks, logos, product names, technical documents, images, texts, designs, drawings and other intellectual property rights remain the property of the respective rights holder.
The use of trademarks, logos, product images or other intellectual property is permitted only within the scope of the respective agreement.
Dawnerz GmbH is entitled to publicly use names and logos of business partners as references only if this has been expressly agreed or approved.
20. Force Majeure
Dawnerz GmbH is not liable for delays or non-performance to the extent caused by events outside its reasonable control.
Such events include in particular natural events, war, terrorism, strikes, labor disputes, pandemics, government measures, sanctions, export or import restrictions, transport disruptions, energy outages, supply chain disruptions or failures of upstream suppliers.
21. Term and Termination
Term, notice periods and termination rights are determined by the respective individual agreement.
The right to extraordinary termination for good cause remains unaffected.
Good cause exists in particular if a party breaches material contractual obligations, fails to make payments, misuses confidential information, circumvents Dawnerz Bridge or violates compliance, sanctions or export control regulations.
22. Data Protection
The processing of personal data is carried out in accordance with the Privacy Policy of Dawnerz Bridge.
23. Amendments to these Terms and Conditions
Dawnerz GmbH is entitled to amend these Terms and Conditions with effect for future business relationships.
For contracts already concluded, amendments apply only if they have been validly incorporated or agreed between the parties.
24. Applicable Law
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods, to the extent such exclusion is legally permissible.
25. Place of Jurisdiction
To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship shall be the registered office of Dawnerz GmbH.
However, Dawnerz GmbH is also entitled to bring claims at the general place of jurisdiction of the contractual partner.
26. Severability
If any provision of these Terms and Conditions is or becomes invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.
The statutory provisions shall apply in place of the invalid provision.
27. Contact
Dawnerz GmbH
Eichhornstraße 3
c/o Indy by Industrious
10785 Berlin
Germany
Email: contact@dawnerzbridge.com
Phone: +49 158 886 42008