Terms of use for merchants for the use of the Digitec Galaxus AG marketplace (Switzerland and Liechtenstein)

1 Preamble

1.1. Digitec Galaxus AG, Pfingstweidstrasse 60, 8005 Zurich (hereinafter “‘Galaxus”‘) operates the two online shops http://galaxus.ch and http://digitec.ch and sells products there in its own name. These online shops have been expanded by Galaxus to include a merchant programme that enables independent third parties (hereinafter “‘merchants”‘) to sell their products in their own name to customers based in Switzerland or Liechtenstein (hereinafter “‘customers”‘) (hereinafter “‘marketplace”‘).

1.2. The merchant is interested in using the marketplace to sell his products

1.3. To this end, the merchant accepts these Terms of Use and concludes a contract with Galaxus in accordance with these Terms of Use.

2 Contract conclusion/Scope

2.1. The merchant's consent to these Terms of Use is an application to conclude a contract. The contract between the merchant and Galaxus regarding the use of the marketplace (hereinafter “‘contract”‘) shall only be concluded upon express acceptance by Galaxus.

2.2. This contract, its annexes and the other documents referenced therein conclusively regulate the use of the marketplace by the merchant for the sale of products in Switzerland and Liechtenstein. The sale of products outside Switzerland and Liechtenstein is not covered by this contract. Deviating, conflicting or supplementary General Terms and Conditions of the retailer shall only become part of the contract with the written and explicit consent of Galaxus.

2.3. Any business relationships between Galaxus and the retailer for the purchase of products are not affected by these terms of use.

3 Conclusion of contract with customers / contracting parties

3.1. The merchant concludes all purchase contracts via the marketplace in its own name, for its own account and at its own risk. The merchant is the sole contractual partner of the customer and is solely responsible for the entire fulfilment and processing of all purchase contracts (including delivery, warranty, guarantee, reversal, etc.).

3.2. The purchase contract between the customer and the merchant is concluded at the time the customer places the order on the marketplace or in one of the Galaxus branches or by telephone or e-mail with Galaxus Customer Service, and at the conditions visible to the customer on the marketplace at that time (in particular sales price, delivery time). The merchant is obliged to fulfil this purchase contract in full.

3.3. Galaxus only acts as an intermediary for sales in which the merchant is the seller. The merchant recognises that Galaxus is not a party to the purchase contract concluded between the merchant and the customer.

3.4. For the purposes of Swiss or Liechtenstein value added tax (domestic tax; hereinafter ‘VAT’‘VAT’), Galaxus is deemed to be the supplier of services to the customer. It settles the VAT thus owed on all deliveries from purchase contracts that the merchant concludes via the marketplace with the Federal Tax Administration in its own name. If products sold on the marketplace are delivered from abroad to Switzerland or the Principality of Liechtenstein, the merchant shall ensure that the import is always carried out in its own name (e.g. by means of a declaration of subordination abroad) and then provides Galaxus with a (VAT-exempt) domestic delivery for VAT purposes. The merchant remains solely responsible for import tax and all other taxes, duties or fees in connection with all sales made by the merchant via the marketplace.

3.5. As Galaxus wants to offer a transparent and customer-friendly marketplace, the same general contractual conditions should apply to all purchase contracts that the customer concludes with different merchants. For this reason, Galaxus provides these contractual terms and conditions (hereinafter ‘GTC’). The merchant is obliged to use the GTC drawn up by Galaxus. The GTC, together with the applicable legal provisions of Switzerland, govern the entire purchase contract between the merchant and the customer.

3.6 The merchant acknowledges and confirms that all purchase contracts concluded via the marketplace are concluded in Swiss francs, are subject to substantive Swiss law (excluding the Vienna Sales Convention) and stipulate the customer's domicile/registered office as the exclusive place of jurisdiction.

3.7 The merchant shall ensure and guarantee that it fulfils the GTC at all times. Galaxus is authorised to amend the GTC at any time with a notice period of 60 days.

3.8 If the merchant does not conclude the purchase contracts in accordance with the GTC or if the merchant does not fulfil the purchase contracts in accordance with the GTC, Galaxus shall set the merchant a one-time deadline of 14 days for compliance. If the merchant fails to comply within this period, Galaxus shall be entitled to exclude the merchant from using the marketplace without further notice.

3.9 Galaxus shall set up a so-called merchant details page for the merchant based on the information provided by the merchant. The merchant shall ensure and guarantee that he always provides clear, complete and up-to-date information about his identity and contact address (including postal address and e-mail address) on his seller details page, as well as easily accessible information about his processing of personal data.

4 No exclusivity and pricing

4.1. Galaxus does not grant the merchant any exclusivity. Both Galaxus and any other merchant are authorised to sell the same and/or similar products as the merchant on the marketplace. Conversely, the merchant does not grant any exclusivity to Galaxus. The merchant is authorised to sell its products via any other channels (online and/or offline). The merchant is only prohibited from advertising for other channels on the marketplace.

4.2. The merchant operates the business on the marketplace at his own risk. In particular, the merchant acknowledges that Galaxus makes no assurances or guarantees regarding the turnover that can be achieved by the merchant on the marketplace.

4.3. The merchant is completely free to set the sales prices for its products. However, he undertakes to observe paragraphs 4.4 and 4.5.

4.4. It should be as easy as possible for users of the marketplace to compare prices. To ensure this, the merchant must ensure that all prices submitted by him for publication on the marketplace are final prices that include all taxes (with the exception of VAT), any advance recycling fees (vRG), as well as costs for packaging, delivery costs, minimum quantity surcharges and all other possible duties, fees or costs to be paid by the customer. The merchant is obliged to inform Galaxus of the VAT rate applicable by law for each product. Galaxus shall add the VAT to the price communicated by the merchant (hereinafter ‘sales price’).

4.5 The merchant must ensure that its pricing always complies with the applicable legal provisions in force in Switzerland.

5 Marketplace assortment

5.1 Galaxus determines at its own discretion the groups of goods and product ranges that may be sold on the marketplace (hereinafter ‘marketplace assortment’). The current marketplace assortment can be found on the marketplace in the navigation on galaxus.ch - pretty much everything and/or digitec.ch - the online shop for all things digital. Galaxus is authorised to change the marketplace range at any time. Significant restrictions to the product range will be announced 14 days in advance. The merchant is obliged to keep himself constantly informed about the current marketplace assortment so that paragraph 5.2 of these terms of use is complied with.

5.2 The merchant may only offer products on the marketplace that are part of the marketplace assortment.

5.3 The merchant shall refrain from offering the product groups and products designated as excluded in Annex 3 on the marketplace, even if these products are in principle part of the marketplace assortment. The merchant undertakes to fulfil the sustainability requirements contained in Annex 3. Galaxus may amend Annex 3 at its own discretion at any time for justified reasons (e.g. revisions to the law, negative media coverage of certain products/manufacturers, safety concerns, quality concerns, etc.).

5.4 The merchant shall ensure and guarantee that no products offered by it on the Marketplace are contrary to public decency (in particular no discriminatory or otherwise offensive material or material potentially damaging to the reputation of Galaxus or a company of the Migros Group) and do not infringe any third-party rights, including intellectual property rights (in particular personal rights, copyrights, trademark rights and patent rights). Migros Group companies include all Migros Cooperatives and the Federation of Migros Cooperatives as well as all companies controlled by them individually or jointly, directly or indirectly. Furthermore, the merchant shall comply at all times with the sanctions and embargo regulations applicable in Switzerland and in the EU.

5.5 The merchant shall only offer unused products in their original packaging on the marketplace. The merchant may only offer used products and/or products not in their original packaging in the goods and product groups of the marketplace assortment listed in Annex 4 and in accordance with the quality requirements defined therein.

5.6 The merchant is obliged to provide his offer feed with complete and correct data. Incorrect offers can be removed from the marketplace by Galaxus at any time. Incorrect data includes, for example, incomplete or incorrect information on a product, an incorrect VAT rate, multiple listings of the same product, etc.

5.7 The merchant acknowledges that all (domestic and foreign) merchants who place products on the market in Switzerland must pay an advance disposal fee for certain products as well as any other duties and fees (e.g. vRG, VOC emissions taxes, copyright fees).

If the merchant is domiciled abroad, he undertakes to designate a representative in Switzerland where necessary in order to fulfil his obligations under the relevant laws. He also undertakes to take all measures to ensure that the fees due are paid.
Should Galaxus be held liable by third parties or authorities in connection with the advance disposal fee owed by the merchant or other duties and fees, the merchant is obliged to indemnify Galaxus in full.

5.8 The merchant is responsible for compliance with all legal obligations and requirements for the products offered by him on the marketplace. This includes in particular

• Compliance with general product safety and product-specific regulations applicable in Switzerland and the Principality of Liechtenstein, such as (but not limited to) food law, chemicals law, therapeutic products law, energy law, agricultural law, environmental law, etc.;

• Obtaining and/or securing certifications and/or conformity tests as well as the authorisations and/or permits required for marketability;

• Compliance with all general and product-specific advertising, claiming and labelling regulations, including regulations on the origin of goods, on offers using distance communication technologies, on hazard warnings, on the prohibition of misleading and deceptive advertising, on consumer information, on the energy label, etc;

• Ensuring all traceability requirements;

• Fulfilment of post-market obligations under product law, including product monitoring measures (e.g. sampling and analysis, keeping complaint logs, carrying out recalls, compliance with reporting obligations, etc.);

• Fulfilment of documentation and retention obligations (e.g. product information files, data sheets, technical documents, safety data sheets, conformity assessment documents, certification documents, product authorisations and product approvals);

• Ensuring that the products do not infringe the intellectual property rights of third parties, in particular copyrights, design rights, trademark rights and patent rights, or the law on fair trading.

Galaxus is entitled to demand proof of the requirements listed in this paragraph from the merchant at any time.

5.9 In the event of a planned recall and/or withdrawal by the merchant, the merchant shall notify Galaxus immediately and inform Galaxus in full of all measures taken by the merchant and/or the competent authorities.

5.10 If the merchant offers products on the marketplace that violate paragraphs 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 or 5.8, Galaxus may immediately remove these products from the marketplace and/or completely exclude the merchant from using the marketplace.

6 Technical framework of the marketplace

6.1 The technical framework conditions of the marketplace are set out in Annex 1 (hereinafter ‘Technical Framework Conditions’). Galaxus decides independently on the further technical development of the marketplace and is authorised to adjust the Technical Framework Conditions at any time with a notice period of 60 days.

6.2 The merchant had the opportunity to familiarise himself with the Technical Framework Conditions before concluding this contract. The merchant is solely responsible for ensuring that its technical infrastructure is adapted to the current Technical Framework Conditions so that it can use the marketplace.

6.3 Galaxus endeavours to ensure the uninterrupted availability of the marketplace. The merchant acknowledges that the marketplace is based on a technically complex solution and that availability cannot be guaranteed at all times. Availability may be limited as a result of maintenance work, system adjustments or malfunctions. There is no entitlement to claims for damages in connection with temporary interruptions to the marketplace and/or the technical connection.

Pickel.

7 Offers of the merchant and technical implementation of the marketplace

7.1 The customer places orders with Merchants in the online shop pursuant to the order process specified there.

7.2 The online shop confirms the order to the customer and the Merchant.

7.3 The Merchant delivers the ordered products directly to the customer.

7.4 The Merchant assures that the customer can identify the delivery as coming from the Merchant (name/consignor of the Merchant on the packaging). The Merchant is prohibited from including advertising materials or similar documents with the delivery.

7.5 The details for the process sequence of an order or delivery are described in Annex 1 under general technical conditions. The Merchant is obligated to comply with them.

7.6 The Merchant must manually or automatically perform the operational processing and execution of the order and delivery process using the interface specified in Annex 1.

7.7 The Merchant may specify a delivery period for its products at the outset. The Merchant shall notify Digitec Galaxus AG of the product availability («Product Availability») for the products it offers, via the interface and in the manner specified in Annex 1. Digitec Galaxus AG automatically measures the delivery time of the Merchant («measured delivery time») and adjusts the delivery time if necessary. The delivery duration, which is displayed in the online shop, results from the two factors product availability and measured delivery duration.

7.8 For material reasons, Digitec Galaxus AG may withhold orders (e.g. suspicion of fraud), refuse to process them, and/or cancel them, as well as exclude customers from the online shop. The Merchant acknowledges that Digitec Galaxus AG is however not obligated to do so.

8 Returns

8.1 The Merchant agrees to grant the customer a right of return that satisfies at least the conditions specified in the general terms and conditions.

8.2 The Merchant is obligated to provide an address in Switzerland for returns.

8.3 As a rule, the customer bears the postage fees for sending the return, other than for clothing and shoes and in special cases, which are noted in the return policy in the online shop. Postage fees that are not incurred by the customer are charged on to the Merchant.

8.4 The details concerning returns are described in the process sequence for returns in Annex 1 under general technical conditions. The Merchant is obligated to comply with them.

8.5 The Merchant must manually or automatically perform the operational processing and execution of the return process using the interface specified in Annex 1.

9 Customer service and warranty

9.1 Digitec Galaxus AG's customer service is also available to the Merchant's customers who have made purchases via Digitec Galaxus AG's online shop for questions regarding products, deliveries, invoices and payment modalities, etc. The Merchant shall name a contact person to Digitec Galaxus AG who will provide information in the event of questions concerning the Merchant. The Merchant shall name a contact person to Digitec Galaxus AG who will provide information in the event of questions concerning the Merchant. Digitec Galaxus AG is entitled to refer the customer to the Merchant in case of questions.

16.2 All changes and amendments to this contract must be written, but do not require the signature of both parties to be valid. Verbal contract amendments are not valid.

9.3 The Merchant must provide customers with a warranty for all products sold in the online shop that corresponds at a minimum to that in the general terms and conditions.

9.4 The Merchant expressly acknowledges that it is solely responsible to the customer for all warranty claims, as well as those for wrong or late delivery, defective products, etc. The Merchant confirms that Digitec Galaxus AG is not directly or indirectly liable for any such claims.

10 Commission

10.1 The Merchant agrees to pay Digitec Galaxus AG a commission for referring customers (hereinafter referred to as the «commission»). The amount of the commission is set forth in Annex 2. The sales fee includes a cost-covering compensation for the collection of the customer's pur-chase price receivables or compensation for the assumption of the default risk in the case of purchase on account (see section 11.5 below).Digitec Galaxus AG is entitled to adjust the commission at any time with 60 days advance notice.

10.2 The commission is based on the product’s sales price, not including VAT. The commission calculated in this way is always net of VAT. Any VAT that is owed is added.

10.3 The commission is owed for all purchase contracts that the Merchant concludes with customers in the online shop. The claim to the commission arises when the purchase contract is concluded pursuant to section 2.2.

10.4 The commission is not owed if, in conformity with the general terms and conditions, the customer makes use of his or her right of return or the purchase contract is subsequently cancelled. In this case, Digitec Galaxus AG shall waive the commission to the Merchant or transfer the already paid commission back to the Merchant.

11 Invoicing, assignment, debt collection and payment

11.1 For the payment for the products, the customer can make use of the payment options offered in the online shop.The Merchant instructs Digitec Galaxus AG to take over the collection of the receivables arising within the framework of the purchase contract between the Merchant and the customer (hereinafter referred to as the «purchase price claims»).

11.2 Upon conclusion of this Merchant agreement, the Merchant assigns all purchase price claims to Digitec Galaxus AG. The latter accepts the assignment. The assignment of the individual pur-chase price claims shall take place when they arise, i.e. upon conclusion of the purchase agreement in accordance with section 2.2. The Merchant shall be liable for the existence of the purchase price claims against the customer at the time of the assignment.

11.3 Once the assignment has been made, Digitec Galaxus AG will arrange for the nominal amount of the purchase price claim to be paid out to the Merchant . The Merchant can choose from var-ious payment models. Digitec Galaxus AG shall be entitled to ancillary rights and claims against the customer, such as interest on arrears and reminder costs.

11.4 If the customer makes use of his right of return in accordance with the GTC, Digitec Galaxus AG shall waive collection vis-à-vis the customer or refund the amount already paid to the cus-tomer. In this case, no payment of the nominal amount of the purchase price claims shall be made to the Merchant, or the Merchant shall pay back any amounts already paid out to Digitec Galaxus AG.

11.5 In the case of purchase on account, Digitec Galaxus AG checks the creditworthiness of the cus-tomer in advance and assumes the default risk (del credere). The compensation for this as-signment in the amount of 0.1% (10bp) of the nominal amount of the purchase price claims is included in the commission.

11.6 Digitec Galaxus AG is entitled to offset its claim for payment of the commission against the Merchant’s claim for payment of the nominal amount of the purchase price claims.

11.7 Digitec Galaxus AG prepares a statement for the Merchant on a monthly basis, which shows the purchase price receivables and the corresponding commission charges incurred during this period. Returns are listed as negative items.

11.8 The Merchant shall raise any objections to this statement within seven (7) working days upon receipt. After expiry of this deadline, the settlement statement is deemed approved without reservation.

12 Data protection and data use

12.1 The contracting parties mutually undertake to comply with all provisions of data protection law as amended from time to time for the data processing for which they are responsible. Both contracting parties shall take appropriate measures to ensure that their employees and agents are aware of and comply with the obligations under data protection law.

12.2 Digitec Galaxus AG is the responsible party under data protection law for all data collected in the online shop about the user behaviour of individual end customers. This also applies to user data that is collected when calling up sub-pages of the online shop on which the retailer offers its goods/services.

12.3 End customers can open a customer account in the online shop. Within the scope of opening and maintaining the customer account, personal data of the end customers will be processed. This includes first name, surname, date of birth, delivery address, and information about products/services purchased from Digitec Galaxus AG or its dealers. Digitec Galaxus AG is responsible for the processing of this data in the sense of data protection law.

12.4 In the case of personal data of end customers that is not processed by Digitec Galaxus AG, but by the merchant himself as the person responsible under data protection law and/or by another order processor of the merchant (e.g. address data for the purpose of delivery of goods), the merchant must ensure that all data protection requirements are complied with in the context of this data processing. In particular, the merchant must conclude an agreement on order processing with any order processors that complies with the legal requirements. In addition, the merchant must take appropriate technical and organisational measures to protect the data.

If the data is processed by other third parties who are not deemed to be order processors of the merchant, but are deemed to be data controllers under data protection law, the merchant must make sufficient contractual arrangements with these third parties for the protection of the data as well as the purpose limitation to be complied with by the third parties.

12.5 Data that the Merchant collects in the context of the offer and the sale of products/services in the online shop may only be used by the Merchant for the provision of the offer and the processing of purchase transactions. Any use for third-party marketing purposes or other own purposes is prohibited.

12.6 The Merchant is obliged to permanently delete all data of the end customers made accessible to it after the contract has been executed and at the latest after the expiry of any warranty or guarantee period or other statutory retention periods.

12.7 The merchant is obliged to provide the end customers with information that complies with existing legal data protection requirements. Digitec Galaxus AG offers the merchant the option of storing this information in the merchant profile in the online shop.

12.8 The merchant is obliged to fulfil the rights of data subjects asserted against him (e.g. information, deletion, data portability, etc.) vis-à-vis the data subjects (end customers).

12.9 Data of legal persons are generally not relevant under data protection law. Insofar as data that the merchant provides to Digitec Galaxus AG (e.g. as part of the onboarding process) and/or that Digitec Galaxus collects via the merchant in any other way (e.g. IP addresses) fall within the scope of data protection law despite this circumstance, the privacy policy of Digitec Galaxus AG shall apply.

12.10 The merchant grants Digitec Galaxus AG the royalty-free and unlimited right to use all data (in particular product data) that the merchant posts on the online shop. This includes in particular the right to publish this data for advertising purposes in print media, online or other communication channels and to adapt it for this purpose. This right of use shall continue after termination of this contract.

13 Term and termination

13.1 This contract is concluded for an unlimited term and may be terminated by either party by registered letter with 60 (sixty) days notice, effective at the end of a calendar month.

13.2 Where cause exists that makes it unreasonable to expect a party to perform this contract, such party may at any time terminate by registered letter with immediate effect.

13.3 Both parties are obligated to satisfy in full their contractual obligations in connection with all purchase contracts that were concluded on or before the date of termination of this contract regarding the online shop, even where the acts of satisfaction take place in the period after termination of this contract.

14 Assurances, warranties, and exclusion of liability

14.1 The Merchant warrants and assures to Digitec Galaxus AG that with respect to all products offered by the Merchant in the online shop:

a) the Merchant is entitled to sell them;
b) to the best of the Merchant's knowledge and belief, they are free of defects;
c) the sale and other use does not infringe statutory provisions or rights of third parties.

14.2 The Merchant shall carry out the processing of Customer data (insofar as permitted in accordance with Clause 12.1 above) on his own responsibility under data protection law and undertakes to comply fully with the applicable data protection legislation and the Digitec Galaxus AG data protection declaration. In particular, the Merchant is obliged to provide the Customer with the information required by data protection legislation for the processing carried out under its own responsibility and to store this information in the Merchant profile on the online shop.

14.3 The Merchant warrants and assures to Digitec Galaxus AG that it will satisfy in full all purchase contracts that it concludes in the online shop and that it is solely responsible to the customer under such purchase contracts (including defect-free, timely delivery, warranty, product liability, etc.).

14.4 Any liability of Digitec Galaxus AG is excluded to the extent permitted by statute. In particular, Digitec Galaxus AG is not liable for mere simple negligence on its part or for actions by auxiliary persons that it engages. Any liability for consequential damages and lost profit is excluded.

15 Compliance with statutory provisions

In connection with the conclusion and performance of this contract, the Merchant undertakes to act in conformity with all applicable statutory and regulatory provisions and to refrain from taking or omitting any action whatsoever that could damage the reputation of Digitec Galaxus AG or a company of the Migros Group. Failure to comply with these obligations constitutes cause within the meaning of section 13 (2) of this contract.

16 Final provisions

16.1 The content of this contract (including Annexes) and the related data (such as the Merchant's sales, commission of Digitec Galaxus AG, etc.) are confidential information, which both parties must treat in confidence and may not disclose to third parties. Exempt from the foregoing is the right of Digitec Galaxus AG to present a similar contract to other potential Merchants, as well as to make a disclosure as a result of statutory obligations. This obligation of confidentiality applies during the term of this contract and for a period of 24 months after its termination.

16.2 All amendments and additions to this contract must be in writing but do not require the signature of both parties to be valid. Verbal amendments to the contract are not valid.

16.3 If individual provisions of this contract should be void, ineffective or invalid, either in whole or in part, this does not affect merchant is basically free in the design of his offers on the marketplace. As the customer expects a certain uniformity of presentation and framework conditions on the marketplace and in order for the marketplace to achieve and maintain the desired reputation, the merchant is obliged to comply with certain principles of offer design and presentation. These relate in particular to the description and visual presentation of products, availability and delivery times. The product data requirements can be found in Annex 1.

7.2 If materials (as defined in paragraph 8.1) from several merchants and/or Galaxus are available for the same product, Galaxus shall decide at its own discretion which materials will be displayed on the marketplace. The product detail page may therefore be based on materials from other merchants or from Galaxus and may also change over time.

7.3 The merchant is obliged to keep his entire offer on the marketplace permanently up to date and in particular to update availability, delivery times and sales prices automatically at least once a day via the interface specified in Annex 1 and in the manner specified therein.

7.4 The further Service Levels that the merchant must fulfil are set out in Annex 5 (hereinafter ‘Service Levels’). The Merchant is obliged to comply with the Service Levels. The merchant acknowledges that non-compliance with the Service Levels may have the consequences described in Annex 5. Galaxus is authorised to adjust the Service Levels at any time with a notice period of 60 days.

8 Materials of the merchant

8.1 The merchant grants Galaxus the right to all materials provided by him in connection with the execution of this contract, consisting of

• product images, product graphics, trademarks, logos and other intellectual property rights for the identification of the merchant (‘merchant IP’) and

• product descriptions, data materials, offer and product data, product-related texts and technical specifications (hereinafter ‘Product Information’)

(hereinafter ‘Materials’)

a free, geographically unrestricted and sub-licensable licence. This licence includes in particular the reproduction, distribution, public reproduction and making available as well as all known and unknown types of use of the materials. It also includes the right to edit and further develop the material and to utilise the results to the same extent. In particular, Galaxus is also permitted to use materials to advertise the same products of other merchants and on other online shops for the sale of products (within and outside Switzerland and Liechtenstein).

8.2 The merchant warrants to Galaxus that the materials do not infringe any third-party rights, comply with all legal requirements, are not contrary to accepted principles of morality, are factually correct and are neither misleading nor deceptive.

8.3 After termination of the cooperation, the merchant may request Galaxus to discontinue the use of the Merchant IP.

9 Ordering and delivery

9.1 The customer orders from the merchant on the marketplace in accordance with the order process specified there.

9.2 Galaxus shall confirm the order to the customer and the merchant.

9.3 The merchant shall deliver the ordered products directly to the customer. Delivery shall be deemed to have taken place and the risk shall pass to the customer upon correct delivery of the goods in accordance with the contract at the place of fulfilment.

9.4 The merchant shall ensure that the delivery is recognisable to the customer as a delivery from the merchant (name/sender of the merchant on the packaging).

9.5 The details for the process flow of an order or delivery are shown in Annex 1 . The merchant is obliged to adhere to them.

9.6 The merchant must carry out the operational processing and execution of the order and delivery process manually or automatically via the interface specified in Annex 1.

9.7 The merchant must specify a delivery period for its products at the outset. The merchant shall inform Galaxus of the product availability (‘product availability’) for the products offered by him via the interface and in the manner specified in Annex 1. Galaxus automatically measures the merchant's delivery time (‘measured delivery time’) and adjusts the delivery time if necessary. The delivery time displayed on the marketplace results from the two factors product availability and measured delivery time.

9.8 Galaxus may withhold, refuse to process and/or cancel orders and exclude customers from the marketplace for objective reasons (e.g. suspected fraud). The merchant acknowledges that Galaxus is not obliged to do so.

10 Returns

10.1 The merchant grants the customer a right of return that fulfils at least the conditions set out in the GTC or the return policy.

10.2 The merchant is obliged to provide a return address in Switzerland.

10.3 The postage fees for the return, which are incurred for the transport, are generally paid by the customer, except in the case of clothing and shoes or in special cases, which are noted under the return guidelines. The postage fees not incurred by the customer will be passed on by Galaxus to the merchant.

10.4 The merchant authorises Galaxus to accept declarations from the customer to exercise his right of return. Galaxus shall inform the merchant of the declarations received from the customer.

10.5 The merchant shall immediately notify Galaxus of the receipt or non-receipt of an expected return by the customer via the interface in accordance with Annex 1 and whether the merchant accepts the return as being in accordance with the contract. If the merchant accepts a return in due time, the merchant shall inform Galaxus immediately. The same applies if the merchant takes back an item delivered to the customer as a gesture of goodwill. If the return is rejected, the merchant must give a reason and send the rejected return back to the customer. The details of the return are shown in the process flow for returns in Annex 1. The merchant is obliged to comply with this.

10.6 The merchant must carry out the operational processing and execution of the return process manually or automatically via the interface specified in Annex 1.

11 Warranty and guarantee for customers

11.1 The merchant provides the customer with a warranty for all products sold on the marketplace that is at least equivalent to that in the GTC.

11.2 The merchant expressly recognises that it alone is responsible to the customer for all claims/claims arising from warranty, guarantee, incorrect or delayed delivery, defective or faulty products, etc. The merchant confirms that Galaxus is not directly or indirectly liable for any of these claims. The merchant confirms that Galaxus shall not be directly or indirectly liable for any of these claims.

12 Customer service and customer communication

12.1 The Galaxus Customer Service is also available to customers of the merchant who have made purchases via the Galaxus marketplace for questions regarding products, deliveries, invoices and payment modalities, etc. The merchant shall name a contact person to Galaxus who can answer questions regarding the merchant.

12.2 All communication with the customer in the context of the conclusion of the contract, its fulfilment and delivery of the products must take place via the marketplace. In order to ensure correct and consistent communication, the merchant shall refrain from contacting the customer directly, bypassing the marketplace. However, the merchant remains the sole contractual partner of the customer and the merchant is solely responsible for providing the necessary information, clarifications, etc. and their correctness in terms of content. Galaxus is authorised to refer the customer to the merchant in the event of enquiries.

12.3 If the customer asserts warranty or guarantee claims or if the purchase contract is cancelled, the merchant is obliged to communicate directly with the customer. Galaxus shall forward such declarations from the customer to the merchant and provide the customer with the merchant's full contact details.

13 Complaints management

13.1 Galaxus attaches great importance to the trust of the merchant and the customer in the transactions carried out on the marketplace. Galaxus will therefore endeavour to settle any disputes in accordance with the following provisions:

• Both the merchant and the customer are entitled in the event of a dispute (e.g. a dispute about the absence of defects in a product) to notify Galaxus of the facts by means of a complaint via Customer Service.

• Galaxus will collate the facts of the case and, if necessary, contact the merchant and the customer.

• Galaxus will propose a solution to the merchant and the customer.

13.2 Neither the merchant nor the customer has a legal claim to this dispute resolution.

14 Publication of statistical data, customer ratings and community function

14.1 Galaxus may publish statistical information such as the return and warranty case rate as well as test reports on the merchant's products on the marketplace.

14.2 The merchant acknowledges and agrees that the customer is provided with an evaluation option after the conclusion of a purchase contract in order to publicly evaluate the fulfilment of the purchase contract by the merchant and the product on the marketplace.

14.3 A community function has been set up on the marketplace to enable discussions and questions about product offers. The merchant may also use the community function in accordance with the applicable community guidelines. Notwithstanding the above, the merchant may not write his contributions anonymously, but must write them stating his company name.

14.4 Galaxus does not check reviews or community posts without concrete suspicion. If a merchant is of the opinion that an inaccurate or unauthorised review or statement has been made about him by a customer in the community area, he can contact Galaxus in accordance with paragraph 13 of these Terms of Use. Galaxus shall decide at its own discretion whether the rating or the post shall continue to appear on the marketplace until any legal clarification.

15 Product ranking

15.1 Galaxus uses ranking mechanisms on the marketplace. These ranking mechanisms determine the order in which the products are displayed in a search or in a category on the marketplace as well as the order in which the offers of different merchants for an item are displayed. The ranking takes various factors into account and sets them in relation to each other. A description of the ranking mechanisms can be found in Annex 6.

15.2 Offers from Galaxus on the marketplace are subject to the same ranking mechanisms.

15.3 Galaxus may adjust the product ranking criteria defined in Annex 6 in accordance with paragraph 15.1 at its own discretion and at any time.

16 Commission Fee

16.1 The merchant shall pay Galaxus a commission for the referral of customers (hereinafter “sales fee”). The amount of the commission is regulated in Annex 2. The commission includes a cost-covering compensation for the collection of the customer's purchase price claims and a compensation for the assumption of the default risk in the case of purchase on account (see paragraph 17.5).

16.2 The commission is calculated on the sales price of the object of purchase after deduction of VAT. The commission calculated in this way is always exclusive of VAT. Any VAT owed will be added.

16.3 The commission is due for all purchase contracts that the merchant concludes with customers on the marketplace. The claim to commission arises upon conclusion of the purchase contract in accordance with paragraph 3.2.

16.4 The claim to the commission expires if, in accordance with the GTC, either the customer makes use of his right of return or the purchase contract is subsequently cancelled. In this case, Galaxus shall waive the right to claim the commission from the merchant or transfer the commission already paid back to the merchant.

16.5 Galaxus is authorised to adjust the commission at any time with a notice period of 60 days. The merchant shall be deemed to have given his consent if he has not notified Galaxus of his refusal in writing (email is sufficient) before the end of the notice period. If the merchant rejects the increase in commission, the contract shall automatically terminate at the end of the notice period and the provisions equivalent to the provisions on ordinary cancellation shall apply.

16.6 The merchant acknowledges that his product may be assigned by Galaxus (manually or automatically) to another assortment group without prior notice in order to optimise findability and that a different commission may have to be paid in this assortment group.

17 Invoicing, assignment, collection and payment

17.1 The customer can use the payment options offered on the marketplace to pay for the products.

The merchant mandates Galaxus to take over the collection of claims arising from the purchase contract between the merchant and the customer (‘purchase price claims’).

17.2 Upon conclusion of this contract, the merchant assigns to Galaxus all purchase price claims from all purchase contracts that the merchant will conclude with customers on the marketplace. The merchant hereby authorises the executives of the finance department of Digitec Galaxus AG to sign this declaration of assignment on behalf of the merchant in accordance with the formal requirements. Galaxus accepts the assignment. The assignment of the individual purchase price claim shall take place upon its creation, i.e. upon conclusion of the purchase contract in accordance with paragraph 3.2. At the time of the assignment, the merchant shall be liable for the existence of the purchase price claims against the customer.

17.3 After the assignment has been completed, Galaxus shall arrange for the nominal amount of the purchase price claim excluding VAT to be paid out to the merchant (after offsetting the sales fee and any other fees in accordance with paragraph 17.6). The merchant can choose from various payment frequencies. Galaxus shall be entitled to ancillary rights and claims against the customer, such as default interest and dunning costs.

17.4 If the customer makes use of his right of return in accordance with the GTC, Galaxus shall waive the right to collect from the customer or refund the amount already paid to the customer. In this case, no payment of the purchase price claims excluding VAT in accordance with paragraph 17.3 shall be made to the merchant, or the merchant shall refund any amounts already paid to Galaxus.

17.5 In the case of purchase on account, Galaxus shall check the customer's creditworthiness in advance and assume the default risk (del credere). The compensation for this assignment in the amount of 0.1% (10bp) of the nominal amount of the purchase price claims is included in the sales fee.

17.6 Galaxus shall be entitled to offset its claim to payment of the sales fee and any other fees plus any VAT against the merchant's claim to payment of the purchase price excluding VAT in accordance with paragraph 17.3.

17.7 Galaxus shall prepare a statement (payout report) for the merchant at least on a monthly basis, which shows the purchase price claims excluding VAT and the corresponding sales fees incurred during this period. Returns and any postage fees to be borne by the merchant are listed as negative items.

17.8 The merchant must raise any objections to this statement within seven (7) working days of receipt. After expiry of this period, the invoice shall be deemed to have been approved without reservation.

18 Repeated violations and complaints

18.1 If the merchant's products and/or product appearances repeatedly lead to official complaints or other findings of violations of the applicable regulations and/or the requirements for products and/or product appearances regulated in these Terms of Use, Galaxus shall be entitled to take appropriate measures. These include in particular

• The obligation of the merchant to recall the affected products or a recall by Galaxus at the expense of the merchant;

• The exclusion of the affected products from the marketplace or the restriction of its product range on the marketplace;

• The obligation of the merchant to submit proof of marketability and/or quality assurance documents (self-monitoring concept, complaint management, etc.);

• The performance of audits at the merchant's expense;

• The exclusion of the merchant from the marketplace and termination of the contract without notice (at any time) by Galaxus.

19 Data protection and data use

19.1 The merchant shall carry out the processing of customer data on its own responsibility under data protection law and undertakes to fully comply with the applicable data protection laws. In particular, the merchant is obliged to provide customers with the information required by data protection legislation for the processing carried out under its own responsibility and to store or link this information on its seller details page on the marketplace.

19.2 The processing of personal data of the merchant's contact persons by Galaxus shall be carried out in accordance with the Galaxus Privacy Policy, currently available at Privacy Policy - Galaxus. The merchant is responsible for ensuring that the Galaxus Privacy Policy is brought to the attention of the persons employed by him.

20 Duration and cancellation

20.1 This contract applies to all deliveries from purchase contracts concluded by the merchant via the marketplace from 1 January 2025. It is concluded for an indefinite period and can be cancelled by either party by email with 60 days' notice to the end of a calendar month.

20.2 In the event of an important reason that makes the fulfilment of this contract unreasonable for one party, this party may terminate the contract by email with immediate effect at any time.

20.3 Both parties are obliged to fully fulfil their contractual obligations in connection with all purchase contracts concluded via the marketplace up to the time of termination of this contract, even if the acts of fulfilment fall into the period after termination of this contract.

However, Galaxus shall discontinue its services under this contract no later than 100 days after the end of the contract. After the expiry of these 100 days, Galaxus reserves the right to terminate (e.g. by cancellation) or complete (e.g. by setting a return status) the processing option via the marketplace for orders and returns that have not yet been completed. Orders and returns affected by this and associated claims must be processed or clarified by the merchant directly with the customer.

21 EU-Hub

If the merchant delivers the product from the EU and wishes to use the services of Galaxus for shipping and import into Switzerland or the Principality of Liechtenstein, the provisions in Annex 7 shall also apply. Insofar as the provisions in Annex 7 conflict with these Terms of Use, the provisions in Annex 7 shall take precedence and replace the corresponding provisions in the Terms of Use.

22 Representations, warranties and exclusion of liability

22.1 The merchant warrants and represents to Galaxus that, with respect to all products offered by the merchant on the marketplace

1. the merchant is authorised to sell them;

2. they are free of defects to the best of the merchant's knowledge and belief;

3. the sale and customary use do not violate any legal provisions or third-party rights;

4. the VAT rate submitted by the merchant to Galaxus complies with the legal provisions (in particular Art. 25 of the Value Added Tax Act of Switzerland or the Principality of Liechtenstein);

5. Any import taxes, customs duties or other taxes, fees and charges have been or will be paid in full.

22.2 The merchant warrants and represents to Galaxus that it shall support Galaxus in good faith in the fulfilment of its VAT obligations and shall provide Galaxus, upon request, with all information required for this purpose within a period of five (5) working days, as well as the corresponding receipts, certificates, etc. The obligations pursuant to this clause shall continue to apply for a period of 15 years after termination of this contract.

22.3 The merchant warrants and represents to Galaxus that it will fully indemnify Galaxus against all third-party claims (including claims from customers, authorities and other third parties) in connection with the offer or sale of the merchant's products on the marketplace or other use of the marketplace (e.g. contractual or non-contractual claims, claims arising from infringement of intellectual property, claims arising from violations of data protection, claims arising from violations of legal provisions, claims arising from VAT controls or VAT settlements in excess of the VAT already collected by Galaxus, (subsequent) claims from customs authorities, violations of the Community Guidelines, claims arising from the use of the marketplace or other use of the marketplace). VAT controls or VAT settlements that exceed the VAT already collected by Galaxus, (subsequent) claims by customs authorities, violations of the Community Directive). In particular, the merchant must unconditionally support Galaxus in the processing of claims by third parties or authorities and assume all resulting costs (including any legal and defence costs of Galaxus and/or Galaxus employees). In the event of official claims, the merchant is obliged to provide Galaxus with the required information and documents in a suitable form within 24 hours (Saturday and Sunday excluded). Galaxus shall inform the merchant immediately if such claims are announced or asserted against Galaxus or if Galaxus makes an adjustment or correction to or within the scope of its VAT settlement. The obligations under this paragraph shall continue to apply for a period of 15 years after the termination of this contract.

22.4 The merchant warrants and represents to Galaxus that he will fulfil all purchase contracts concluded by him on the marketplace in full and that he is solely responsible to the customer under these purchase contracts (including defect-free and timely delivery, warranty, product liability, etc.).

22.5 To the extent permitted by law, any liability on the part of Galaxus is excluded. In particular, Galaxus shall not be liable if only slight negligence can be proven or for the actions of auxiliary persons engaged. Any liability for consequential damages and loss of profit is excluded.

23 Product liability insurance

The merchant undertakes to maintain product liability insurance with a lump sum cover of at least CHF 3 million per personal injury/property damage, whereby the sum insured does not limit the merchant's liability. The corresponding insurance certificate must be presented to Galaxus upon request.

24 Compliance with legal provisions

The merchant undertakes to act in accordance with all applicable legal and regulatory provisions in connection with the conclusion and fulfilment of this contract and not to commit any act or omission that could damage the reputation of Galaxus or the Migros Group or a Migros Group company.
In particular, the merchant confirms that neither it nor its employees, bodies or representatives, whether directly or indirectly, offer, promise or procure, accept, allow themselves to be promised or demand undue pecuniary or other advantages from others in connection with the contractual obligations.

The merchant undertakes to comply with the applicable national and international laws and regulations on due diligence in the supply chain as part of its business activities and in particular with regard to the services to be provided under this contract. This includes, in particular, compliance with human rights, the avoidance of child and forced labour, due diligence with regard to minerals and metals from conflict-affected areas, ensuring appropriate and non-discriminatory working conditions, compliance with local labour and occupational safety law and freedom of association, as well as environmental protection (in particular climate protection and deforestation). Upon request by Galaxus, the merchant shall provide corresponding proof of this.

To the extent required by law, the merchant shall have a complaints mechanism in place that complies with the applicable legal provisions and is accessible to employees as well as business partners and third parties. The merchant shall inform Galaxus immediately of any complaints concerning the goods offered on the marketplace or which could have a negative impact on the image of Galaxus or the marketplace.

If Galaxus can credibly demonstrate a breach of this paragraph 24 by the merchant, Galaxus shall be entitled to terminate this contract immediately. The merchant shall indemnify Galaxus against all claims, penalties or other costs in connection with the breach of this paragraph 24. This clause shall remain valid beyond the duration of the contractual obligations.

25 Confidentiality

25.1 All information exchanged or made available between the parties in connection with the use of the Marketplace or the offer or sale of the merchant's products must be treated confidentially and may not be disclosed to third parties, whereby companies of the Migros Group are not considered third parties within the meaning of this provision. This includes in particular Business correspondence, including all e-mails, letters and other communications; transaction details, including sales figures, turnover, prices and other key business figures; technical information on the functioning of the Platform, such as software architecture, algorithms, interfaces and security mechanisms. This confidentiality obligation shall remain in force even after the end of the contract.

25.2 In particular, the information that Galaxus is authorised to disclose in accordance with paragraph 14.1 is excluded from the confidentiality obligation in accordance with paragraph 25.1.

25.3 References by one party to this business relationship for advertising purposes are also permitted without the prior consent of the other party.

25.4 The merchant is obliged to impose the confidentiality obligations of this paragraph 25 on its own employees and authorised representatives. The merchant shall be liable to Galaxus for non-compliance with the obligations by its employees or authorised representatives.

26 Final provisions

6.1 All amendments and additions to these Terms of Use must be in text form, but do not require the signature of both parties to be valid. Verbal amendments to the contract are not valid.

26.2 Galaxus is authorised to amend these Terms of Use at any time with a notice period of 60 days. By continuing to use the marketplace, the merchant agrees to the amended terms of use.

26.3 Should individual provisions of these Terms of Use be wholly or partially void, ineffective or invalid, the validity of the remaining provisions or parts of such provisions shall remain unaffected. The void, ineffective , or invalid provisions are to shall be replaced by those that most closely approximate in economic terms the spirit such provisions that come closest to the meaning and purpose of the void, ineffective , or invalid provisions in a legally valid effective manner.

1626.4 This contract is subject exclusively to Swiss substantive law, under exclusion of conflict-of-law These Terms of Use shall be governed exclusively by substantive Swiss law, excluding the conflict of laws rules. The provisions of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods (, CISG) are expressly excluded.

1626.5 The exclusive place of jurisdiction for all disputes under arising from or in connection with this contract these Terms of Use is Zurich 1, Switzerland.

Annex

Annex 1: General technical conditions
Annex 2: Comission
Annex 3: Definition of chemical groups Excluded product types Marketplace Switzerland
Annex 4: Merchant KPIs: Second-hand goods
Annex 5: Service Levels Marketplace Switzerland
Annex 6: Ranking Mechanism
Annex 7: EU Hub supplementary agreement