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’), 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.

7 Offers of the merchant and technical implementation of the marketplace

7.1 The 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 section 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 and highlighting

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 Appendix 6.

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

15.3 Galaxus shall emphasise certain products separately or particularly prominently in the context of promotions and campaigns (e.g. through banners, teaser areas, etc.). These highlights are awarded by Galaxus according to objective criteria defined in Appendix 7. Galaxus products will be checked and assessed against the criteria for highlighting in the same way as merchants' products.

15.4 Galaxus may adjust the criteria defined in Annexes 6 and 7 for product ranking in accordance with section 15.1 and for product highlighting in accordance with section 15.3 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 Appendix 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 section 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 section 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’).

Annex

Annex 1: General technical conditions

Annex 2: Comission

Annex 3: Definition of chemical groups

Annex 4: Merchant KPIs