Please note: Only the German original of these Terms of use of Galaxus Deutschland GmbH are legally binding. The English translation is provided for information purposes only and has no legal force. By accepting these Terms of use, you automatically accept the German original.

Terms of Use of Galaxus Deutschland GmbH for the marketplace http://galaxus.de for the supply of end customers in the Federal Republic of Germany.

Last modified: January 2nd, 2023, Version 1.2

Table of Contents

1 Preamble

1.1 Galaxus Deutschland GmbH (hereinafter also referred to as «Galaxus») is a subsidiary of the Swiss company Digitec Galaxus AG (hereinafter also referred to as «Digitec Galaxus»). This in turn is part of the Swiss Migros Group; each of these companies is an independent legal entity.

1.2 Galaxus operates online shops under various URLs (currently http://galaxus.de, http://galaxus.at, http://galaxus.fr, http://galaxus.it, http://galaxus.nl, http://galaxus.be) in which products are sold in its own name. These online shops are each aimed independently and country-specifically at a clientele which may be both businesses and consumers («end customer») with residence or habitual abode in the Federal Republic of Germany («German market» for the shop under the URL http://galaxus.de) or in other member states of the European Union selected by Galaxus at its own discretion («foreign markets» for online shops under different foreign top level domains), in which country-specific requirements of the respective sales market are implemented (together, all states in which the Galaxus offer exists are hereinafter also referred to as the «European market»).

1.3 In addition to its own online shops, Galaxus offers a marketplace function («portal» or «platform») which enables independent third-party merchants (hereinafter also referred to as «participants») who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) to sell their products directly via the respective country-specific marketplace to end customers who are resident or habitual abode in the respective country (hereinafter also referred to as «merchant programme»). Insofar as several participants or participants and Galaxus are in competition on the portal for the conclusion of sales contracts, they are hereinafter also referred to collectively in part as «the sellers».

1.4 Within the framework of the merchant programme, Galaxus acts as an intermediary for offers for goods of the participant and as an administrator of the underlying websites. Purchase contracts using the portal shall in all cases be concluded exclusively between the participant and the end customer. The participant shall also be responsible for the entire further processing of the contract with the end customer. Galaxus shall support the participant in the creation and administration of offers, communication with end customers, and the processing of payments and returns.

1.5 The participant is interested in using the merchant programme to sell his/her products via the marketplace offered by Galaxus.

1.6 With this in mind, the following agreement is concluded:

2 Scope of application

2.1 This framework agreement conclusively regulates the terms and conditions applicable between Galaxus and the participant for the contractual services (the contractual relationship between the participant and Galaxus established by this framework agreement is hereinafter also referred to as the «participant agreement» or «agreement», and this framework agreement as the «terms of use»).

2.2 Individual agreements reached with the participant in individual cases (including side agreements, additions and amendments), also in the form of subsequent amendments to these terms of use (so-called «side letters»), shall take precedence over these terms of use, see Paragraph 305b BGB. However, the content of such agreements shall be governed by a written contract or written confirmation from Galaxus. Both require the joint signature of two authorised employees or an authorised signatory or managing director on the part of Galaxus.

2.3 These terms of use shall apply to all business relationships with the participant which have as their object the mediation of purchase contracts for physical goods in the portal under the URL http://galaxus.de to end customers domiciled in the Federal Republic of Germany («target area»). The Parties understand «tangible goods» to mean goods within the meaning of Section 90 of the German Civil Code («BGB») as well as goods with digital elements (Paragraph 327a Section 3 sentence 1 BGB). By concluding a side letter between the parties, it may be agreed that the participant is also entitled to sell certain digital products within the meaning of Paragraph 327 BGB on the portal. Any parallel business relationships relating to the conclusion of sales contracts between Galaxus and the participant or to the use of other country specific Galaxus marketplaces in foreign markets remain unaffected and are not the subject of this contract.

2.4 These terms of use apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the participant shall only become an integral part of the contract if and insofar as Galaxus has expressly consented to their validity in writing. This requirement of consent shall apply in all cases, for example even if Galaxus accepts the participant's services without reservation in the knowledge of the participant's general terms and conditions.

2.5 Legally relevant declarations and notifications to be submitted to Galaxus by the participant after conclusion of the contract (e.g., setting of deadlines, reminders, declaration of withdrawal) must be made in writing, i.e., in written or text form. Legal formal requirements and further proof, in particular in the event of doubts about the legitimacy of the person making the declaration, shall remain unaffected.

2.6 References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these terms of use.

3 Conclusion of the participant Contract; Onboarding

3.1 By applying for merchant access, the participant makes an offer to Galaxus to conclude the participant contract. This offer is accepted by Galaxus by means of a declaration in text form. The conclusion of the contract is subject to the conditions precedent of successful completion of the onboarding process pursuant to Section 3, conclusion of the payment services framework contract («PSFC») pursuant to Section 14 and registration with a parcel service provider selected by Galaxus for returns processing pursuant to Section 4.8, as well as a positive credit rating of the participant by Galaxus. Upon fulfilment of all conditions precedent, the participant will be activated as a seller on the portal.

3.2 As part of the onboarding process, the conclusion of a further agreement between Galaxus and the participant («merchant registration») for the use of the Galaxus interface or the participant extranet («interface») is mandatory. The details of how the interface works are set out in Appendix 3.2.

3.3 By applying for a merchant access, the participant confirms that they have noted and are able to comply with the technical framework conditions in Annex 3.2. The participant assures to operate its own technical infrastructure which enables the use of the Portal and the Interface.

3.4 The conclusion of the PSFC requires the identification and verification of the participant in accordance with the relevant regulatory requirements, in particular the money laundering regulations of the German Money Laundering Act and the provisions of the German Fiscal Code or comparable foreign regulations by the payment service provider («fulfilment of obligations»). At the first request of Galaxus, the participant is obliged to provide Galaxus with the documents and information required in each case without delay.

3.5 As part of the onboarding process, the participant shall provide Galaxus and the payment service provider designated by Galaxus («PSP») with the following information in particular:

For contact persons: Name(s), e-mail address, telephone number
About the company: Company name, registered office, legal form, sector, company website, commercial register number, registration court, business purpose, articles of association («GbR»), names and contact details of legal representatives, details of beneficial owners and their shares in the company.

3.6 Furthermore, as part of the onboarding process, the participant shall provide Galaxus with its own privacy policy for the processing of end customer data by the participant. The framework proposed by Galaxus for the privacy policy of the marketplace participants can be found in Annex 3.5.

3.7 The participant authorises the contact persons named during the onboarding process to make and receive all declarations relevant to the contract, e.g., notices of termination.

3.8 Within the framework of the terms of use, the participant shall be enabled to use the marketplace programme exclusively on the German market. Insofar as Galaxus also offers the marketplace program on foreign markets under separate country-specific URLs and the participant is entitled to distribute its product offerings outside Germany as well, the participant's activity on the portal of the respective foreign market requires the conclusion of an additional participant agreement.

3.9 Only natural persons of full age and legal capacity, legal entities and partnerships with their registered office and warehouse in the European Union may register as participants. The participant is obligated to prove his/her residency upon registration by means of a valid VAT ID and to provide further information that is required by law. The participant is also obliged to provide his/her German VAT ID issued by the Federal Central Tax Office, unless he/she declares his/her sales generated in Germany exclusively via the One-Stop-Shop procedure pursuant to Section 18j UStG.

4 Conclusion of contract and contracting parties of the end customer contract; communication with the end customer

4.1 The participant concludes all purchase contracts with end customers using the platform in its own name, for its own account and at its own risk («End Customer Contract»). The participant is therefore the sole contractual partner of the end customer and solely responsible for the entire performance and execution of the contract (including delivery, warranty, guarantee, reversal, disclosure and payment of taxes, etc.).

4.2 Galaxus shall not become a party to the end-customer contract. In the absence of any specific suspicion and with the exception of the information to be recorded pursuant to Section 22 f of the German Turnover Tax Act («UStG»), Galaxus shall also not, as a matter of principle, check whether the offers and other content posted by the participant, as well as all other information provided by all participants, are lawful, truthful and complete.

4.3 Galaxus accepts no liability whatsoever for the turnover that can be generated by the participant on the portal.

4.4 It is not permissible to place the end customer in a worse position than a customer who places his/her order with the participant via the participant's own sales outlets (online or offline), other sales intermediaries, franchisees or similar.

4.5 By initiating an order, the end customer makes an offer to the participant to conclude a purchase contract. After receipt of the order by an end customer, Galaxus sends the end customer an automated order confirmation e-mail and then makes the end customer's offer available to the participant via the interface for immediate acceptance. Using the interface, the participant shall inform Galaxus of the decision to accept the end customer's offer, so that Galaxus can also automatically send a shipping confirmation on behalf of the participant, which brings about the end customer contract.

4.6 All communication with the end customer in the context of the conclusion of the contract and its execution up to the delivery of the goods («happy flow»), in particular the submission of the information and declarations of intent referred to in Paragraph 5, shall be carried out via the portal or by Galaxus on behalf of the participant in order to ensure a uniform, high-quality customer experience. The participant agrees that he/she is not permitted to contact the end customer directly, bypassing Galaxus; Galaxus will therefore not provide the participant with the end customer's e-mail address in particular, unless this is required for the provision of purely digital content. In the relationship with the end customer, however, the participant, as the end customer's contractual partner, shall be solely responsible for providing the information, instructions, etc. required under distance selling and, where applicable, consumer goods sales law, and for the accuracy of their content, and shall indemnify Galaxus against any claims by end customers in this regard. Within the framework of the happy flow, the participant is obliged to ship physical goods to the shipping address specified by the end customer without involving Galaxus, and to provide Galaxus with all the information and details required for communication with the end customer via the interface without being requested to do so. If it is not possible to execute the order, Galaxus must be informed immediately using the interface.

4.7 If the end customer asserts warranty claims with regard to the goods received or if the end customer contract is rescinded, irrespective of the legal grounds (overall «negative flow»), the participant is obliged to communicate directly with the end customer. Galaxus shall forward the end customer's declarations of intent in this regard received by Galaxus to the participant and shall provide the participant with the end customer's complete contact data stored in the participant's customer account upon transmission of the end customer's declarations or upon request by the participant. If the end customer has to return goods received as part of the negative flow («return shipment»), this is to be sent exclusively to the participant. Under no circumstances will the participant request the end customer to return goods to Galaxus.

4.8 The participant is permitted to provide parcel labels for return shipments exclusively by using the parcel service provider(s) selected in accordance with Section 3.1 for the processing of returns. The participant shall register as a business customer with this/these parcel service provider(s) no later than during the onboarding process. The participant shall immediately forward to Galaxus all information provided by the parcel service provider, in particular registration, licence or similar numbers, in order to enable a link to the Galaxus portal system for the purpose of providing the parcel labels.

4.9 Invoices shall be made available to the end customer exclusively in digital form («pdf document») via his/her customer account on the portal or by e-mail. The participant undertakes to send the end customer an invoice that complies with the provisions of commercial and tax law without delay upon request. In the case of orders from end customers who are businesses, the participant must enclose a delivery note with the delivery; this obligation does not apply to deliveries to consumers.

5 Services from Galaxus

5.1 After successful completion of the onboarding process, Galaxus will enable the participant to sell products via the portal to end customers with a delivery address in the respective target area in accordance with these terms of use.

5.2 Galaxus' main service obligation is to broker end-customer contracts. The brokerage by Galaxus is successful upon conclusion of the end customer contract. Other related services provided by Galaxus are described in more detail in Sections 2 and 3 (hereinafter also referred to collectively as the «Services»).

5.3 The participant's products will be displayed to the end customer for purchase via a so-called «product page». If the same product is also offered by another participant and/or Galaxus, the end customer will only be shown one product page in the respective country-specific online shop, on which the end customer will then be given the choice between different sellers («product competition»). The product page may be based on product data (images, product descriptions, etc.) from another participant or from Galaxus. The product data used will be decided automatically by Galaxus on the basis of the quality of the material and may change over time. In this case, the participant will be displayed as one of the sellers of this product; in this case, the end customer will be offered a choice between the offers of several sellers in accordance with the ranking pursuant to Paragraph 19.

5.4 If the participant wants to offer a product for which no product page exists yet, he/she can create one. It is then possible for other sellers to also post their own offers for this product, which will be displayed to the end customer as defined in Paragraph 3. It is not possible for the participant to modify existing product pages.

5.5 For each participant who offers products for sale on the marketplace, Galaxus will set up a so-called seller details page on the basis of the information provided during onboarding and in the further course. The participant is obliged to provide accurate and complete information. The participant is responsible for the content of the seller details page, insofar as this is not provided by Galaxus in accordance with these terms of use. The provision of URLs that refer to an external online shop of the participant or third parties is not permitted.

5.6 Galaxus provides the end customer with the option, via their customer account, to declare the revocation of purchase contracts through a guided process and to generate a return label through this process. Likewise, the end customer is enabled to record warranty claims via the customer account.

6 Obligations of the participant

6.1 The participant is obliged to,

The participant undertakes to provide complete and accurate information and to inform Galaxus of any changes in good time or to keep the information that can be maintained by the participant up to date and in compliance with the law, and
not to use the services of Galaxus to store or transmit information or content that violates the personal rights of third parties, is defamatory or otherwise unlawful or unauthorised.

6.2 In particular, the participant is obliged to keep its entire offer on the online shop permanently up-to-date and to update the availabilities, the delivery times and the sales prices automatically at least once a day via the interface and in the manner specified therein.

6.3 The participant shall ensure that the products offered by the participant comply with the provisions of the relevant national standards and European regulations and display all certificates, test seals, markings, etc. necessary for resale. In this context, the participant shall comply with any resulting requirements, such as the registration of the products, without being asked to do so. The participant shall also ensure that all traceability requirements, product safety measures (e.g., sampling of products, implementation of any necessary recalls, etc.) as well as documentation and storage obligations can be fulfilled.

6.4 In the event of a planned recall and/or withdrawal on the part of the participant, Galaxus must be notified as soon as possible and fully informed of all measures taken by the participant and/or the responsible authorities. Should a claim be made against Galaxus by third parties or authorities in connection with the participant's offer on the online shop, the participant shall be obliged to indemnify Galaxus in full. In particular, the participant shall support Galaxus in the processing of claims by third parties and shall bear all resulting costs (in particular reasonable legal defence costs). In the event of official complaints, the participant shall be obliged to provide Galaxus with the required information and documents in a suitable form within 24 hours (excluding weekends).

6.5 The participant shall ensure that clear, complete and factually correct information relating to its business is always visible on the portal, in particular on its seller details page. The participant is also responsible for ensuring that all mandatory information that must be provided to the customer in relation to him/her in the course of concluding or initiating sales contracts with him/her is complete and up-to-date and complies with the statutory requirements, in particular imprint and data protection information.

6.6 Payment processing for orders via the Portal and any refunds must be made via the PSP under the PSFC.

6.7 The participant shall provide Galaxus with a VAT identification number that is valid at all times and assigned to the participant by the Federal Central Tax Office. The participant is obliged to fulfil all tax obligations in connection with his/her activity on the portal properly and punctually.

6.8 The participant is not entitled to have the conclusion of the contract carried out by a subsidiary or otherwise associated person not established in the European Union. In the event that the participant does not exclusively sell and deliver goods with transport commencing in a member state of the European Union, or if the contract is fulfilled by vicarious agents, the participant shall be responsible for ensuring that all regulations in connection with the importation of goods into the domestic market or the Federal Republic of Germany (in particular of a fiscal and customs nature) are complied with. Insofar as the participant violates these regulations, he/she shall be obliged to compensate Galaxus for the resulting tax damage, in particular the VAT incurred by Galaxus and the costs of any necessary VAT registration in each country concerned, including the associated consultancy costs. The participant shall also indemnify Galaxus on first demand against all third party claims and any obligations, damages, costs and expenses arising therefrom (in particular reasonable external legal fees and settlement costs at Galaxus' discretion).

7 End Customer General Terms and Conditions

7.1 The participant is permitted to sell products via the merchant programme exclusively by using the end-customer GTC and cancellation policy specified by Galaxus for the respective national market. The end-customer GTC for the German market are an integral part of these terms of use as Annex 7.1. Galaxus shall draw up these end-customer terms and conditions and the cancellation policy and shall assume the risk of any cease and desist notices received by the participant in respect of his/her appearance on the merchant programme. The end-customer GTC and the cancellation policy shall be stored in the respective country-specific online shop on the participant's seller details page, and the end customer shall be informed of the validity of the end-customer GTC before the order is placed. The participant shall not include any other end-customer GTCs or revocation instructions in the packages sent to the end customers. In particular, the participant is aware that, as set out in Annex 7.1, it is obliged to grant the End Customer - where applicable, in addition to the statutory consumer right of revocation - a voluntary right of return, which is to be granted irrespective of whether the end customer is a consumer or a business.

7.2 The assumption of the cease and desist risk relates exclusively to cease and desist letters or other assertion of claims by third parties that are directed against the texts provided by Galaxus pursuant to Paragraph 1 and were used by the participant in accordance with the contract. Excluded from this are claims for contractual penalties arising from cease-and-desist declarations that the participant issued prior to the commencement of the contract or declared for another online presence.

7.3 The participant is obliged to notify Galaxus immediately and in full of any threatened or actual claim and to provide all necessary information. In the event of justified claims, Galaxus shall be liable in accordance with the law. If, in the opinion of Galaxus, the claims asserted are unjustified, Galaxus shall indemnify the participant and assume the costs of legal defence by a lawyer to be appointed by Galaxus for the first instance in court. The costs of legal defence in a further instance shall only be assumed with the express consent of Galaxus. The assumption of further costs or the assertion of further claims for damages is excluded.

7.4 Galaxus is entitled to amend the end-customer GTC at any time with a notice period of 30 days, insofar as the relationship between the participant and the end-customer is affected by the amendment; otherwise, in particular due to Galaxus' own business, Galaxus is entitled to amend the end-customer GTC at any time, even without observing a notice period.

8 Duration and termination of the participant contract

8.1 This Framework Agreement is concluded for an indefinite period.

8.2 Both parties may terminate this framework agreement without giving reasons by giving four weeks' notice to the end of the month.

8.3 Termination always requires compliance with the text form.

8.4 The right of both parties to extraordinary termination without notice for good cause remains unaffected. Galaxus may in particular terminate the contract without notice if:

the participant intentionally or negligently provides incorrect information within the framework of the rating system or the community function,
the participant provides incorrect or incomplete information during registration,
the participant repeatedly breaches other contractual obligations and does not cease the breach of obligation even after being warned by Galaxus.

8.5 After termination of the contract, the participant remains obliged to process open orders, returns as well as concerns of the end customers in accordance with these terms of use.

8.6 Settlement shall take place as soon as possible. Galaxus shall cease its services under this contract no later than 100 days after the end of the contract («settlement period»). In the case of orders and returns in respect of which the participant still has to set a status (e.g., receipt of the return by the participant, triggering of a refund to the end customer) after expiry of the settlement period, Galaxus reserves the right to terminate the settlement option via the marketplace (e.g., by cancellation on the marketplace side) or to conclude it (e.g., by setting a returns status). The participant must process or clarify any orders and returns affected by this and any associated claims directly with the end customer.

9 Marketplace assortment, in particular product exclusions

9.1 The parties do not grant each other any exclusivity. Both Galaxus and any other seller are entitled to sell the same and/or similar products on the platform as the participant. Conversely, the participant also does not grant Galaxus any exclusivity. The participant is entitled to sell his/her products through any other channels (online and offline). However, the participant is prohibited from advertising other channels on the platform.

9.2 The participant operates the business on the platform at his/her own risk. In particular, the participant acknowledges that Galaxus makes no assurances or guarantees whatsoever with regard to the turnover or profit achievable on the platform.

9.3 The participant shall offer for sale only unused and originally packaged products, subject to a deviating provision in the individual case by concluding a side letter. The offering of second-hand goods via the merchant programme is not permitted.

9.4 Galaxus does not guarantee any specific product range to the participant. Galaxus shall determine at its own discretion the product and assortment groups (e.g., IT + multimedia, which may also be further differentiated) in which offers of all participants on the portal are generally permissible («portal range») and shall also allocate individual products (e.g., a smartwatch) or product types (e.g., wearables as a generic term for smartwatches and sports watches) to individual categories of the portal range at its own discretion.

9.5 Galaxus is entitled to change the portal range at any time, in particular to expand it and to regroup individual products or product types in the portal range. However, a complete deletion of individual groups of products and assortments from the portal range is only possible with a notice period of two months to the end of the month; Galaxus may inform the participant of this in text form.

9.6 The participant may not sell any products that violate legal regulations, official orders or morality in the respective target area. Further products that are in any case not allowed on the portal are listed in Annex 9.6.

9.7 Furthermore, the participant is not entitled to offer on the portal products of those brands which are named in Annex 9.7.

9.8 The participant is prohibited from offering for sale on the portal products that contain precursors covered by the EU Explosives Ordinance. Also prohibited are products for the sale of which specific authorisations and/or specialist competences are required (e.g., pharmacy-only medicines) or products that are on the CITES (Convention on International Trade in Endangered Species of Wild Fauna and Flora) species list.

9.9 In the case of products of a brand in respect of which, to the knowledge of Galaxus, a selective distribution system exists in the target territory or in parts thereof, Galaxus may prohibit the participant from making an offer and, if necessary, prevent it technically. The participant may prove to Galaxus that, as an authorised dealer, he/she is part of the selective distribution system and authorised to sell the relevant products on the portal. If the operator of a selective distribution system notifies Galaxus that the participant is not part of the selective distribution system, this notification shall be deemed to be accurate. Despite such proof of the participant's entitlement to sell the relevant products, a sale may be ruled out on the basis of an exclusivity agreement, for example. Should Galaxus have indications that the participant is offering for sale on the portal products in respect of which a selective distribution system exists, without being an authorised dealer himself/herself, the participant must prove his/her entitlement to sell within two weeks of being requested to do so by Galaxus.

9.10 If the participant offers products on the portal that violate the provisions of the above Paragraphs 6 to 9, or if a violation is alleged by an operator of a selective distribution system, Galaxus shall be entitled to delete the corresponding offers without delay and to issue a warning to the participant for violation of these terms of use. In this respect, the participant shall indemnify Galaxus on first demand against all claims by third parties, as well as any obligations, damages, costs and expenses arising therefrom (in particular, reasonable external legal fees and settlement costs at Galaxus' discretion). Any further claims for costs and damages on the part of Galaxus shall remain unaffected by this.

10 Product data requirements, ranking

10.1 Since the end customer expects a certain uniformity of presentation and framework conditions on the portal, the participant is obliged to observe certain principles with regard to the material to be entered by him/her for the design, description and illustration of offers («partner material»), as well as the data relating thereto, which may be entered in compliance with the technical framework conditions pursuant to Appendix 3.3. Galaxus shall be entitled to adapt material and data provided by the participant for use in the portal and/or to reject partner material that does not comply with the requirements or violates applicable law, third-party rights or morality.

10.2 The participant shall ensure a regular review of the partner material brought in by the participant; this review shall be carried out in particular when the participant is informed of changes to the product page of an item distributed by the participant.

10.3 Insofar as the participant uses or provides visual material, logos, corporate design, descriptive texts or similar, the participant shall be responsible for ensuring that the material submitted or made available by him/her and included in the automated consideration pursuant to Paragraph 4 does not infringe any third-party rights, complies with the statutory requirements, in particular with regard to mandatory information to be observed for the respective product, and is factually correct and not misleading. This applies in particular if the participant is not himself/herself the owner of a trademark used and only derives his/her right of use from contractual relations with the trademark owner. In the event that claims in this regard are asserted against Galaxus by third parties, the participant shall be obliged to indemnify Galaxus in full. This includes reasonable costs of legal defence. Clause 21 shall apply accordingly.

10.4 The participant is aware that partner material from various sources may be available for a product, especially in the case of a product competition. An automated assessment takes place between these on the basis of quality criteria and, if necessary, adaptation by the portal system. The product detail page may therefore be based, even only in part, on partner material from another source or from Galaxus and may also change over time. The participant guarantees regular checking of the product data on the product detail pages of the products he/she sells.

11 Offers of the participant, pricing, technical implementation

11.1 The products offered for sale must actually be able to be provided by the participant in the quantity offered. The participant guarantees that the participant has the right to procure ownership of the purchased product for the end customer upon delivery.

11.2 The participant warrants that the products offered by it, including individual copies thereof, are safe and, in particular, comply with all safety, marking and labelling requirements (e.g., CE marking, textile marking, energy labelling, etc.) and that the offers or the placing on the market of individual copies do not violate any other legal provisions (e.g., disposal regulations).

11.3 The prices of the goods offered on the portal shall be determined by the trading partner, with Galaxus being released from this obligation, and the trading partner shall in principle be free to specify the sales prices.

11.4 The participant shall ensure that its pricing always complies with the applicable legal provisions in force in the respective sales market, in particular with regard to price-linked products (especially books). However, it must ensure that all published prices are final prices that include all taxes, duties, fees and costs to be paid by the merchant.

11.5 If the participant wishes to offer products that are subject to the provisions of the JuSchG (e.g., alcoholic beverages, tobacco articles, films and game programmes as defined in Paragraph 14 Paragraph. 2 no. 2 ff. JuSchG) via the portal, the participant must ensure the use of a two-stage age verification system. The first stage is ensured by the verification system of the portal's check-out process. If necessary, the participant is also responsible for appointing a youth protection officer pursuant to Article 7 (1) sentence 2 JMStV; the participant must also ensure that the data of the youth protection officer is presented accurately and transparently on the seller's details page.

11.6 In the event of a breach of Paragraph 11.5, the participant shall indemnify Galaxus against all justified claims for damages and expenses, in particular its own legal defence costs.

11.7 It should be as easy as possible for the end customers to compare prices. In the interest of a uniform customer experience on the portal, the participant is therefore not entitled to demand shipping costs from the end customer for the products it offers. Furthermore, the participant shall bear the return costs in the event of a consumer revocation.

12 Ordering and delivery; technical and logistical requirements

12.1 The participant is obliged to indicate an estimated delivery time on the Portal for each product offer, which the participant may freely choose (e.g., delivery time: 2 days).

12.2 The participant shall commission a suitable transport service provider for all shipments from the participant to the end customer. The transport service provider is suitable if deliveries and tracking of consignments in the entire destination area are possible via this transport service provider. The participant shall independently organize the delivery of the products sold to the end customer in accordance with the delivery conditions to be agreed by the participant with the transport service provider.

12.3 After receiving the order information from Galaxus, the participant shall send the ordered products without delay (subject to availability and delivery time information for the respective product) to the delivery address specified by the end customer when placing the order. Delivery times customary in the market shall be used, also in view of any shipment of the goods to another member state of the European Union.

12.4 The participant shall carry out the operational processing and execution of the ordering and delivery process manually or automatically via the interface specified in Annex 3.2. The participant shall transmit the associated tracking number for all deliveries exceeding the letter format. All communications regarding the status of a shipment or return to the end customer shall be made exclusively by Galaxus, quoting the order number in the portal and the tracking number to be provided by the participant.

12.5 The participant shall ensure that the delivery is recognisable to the end customer as a delivery of the participant (name/sender of the participant on packaging). The participant is prohibited from enclosing advertising materials or similar promotional documents with the delivery.

13 Warranty, revocation, customer service

13.1 The end-customer GTC provide that the end-customer shall primarily address any declaration of revocation to Galaxus; for reasons of process economy, the aim is to use the returns process set up for this purpose, the use of which is, however, not obligatory for the end-customer. The participant authorises Galaxus to accept end-customer declarations of cancellation. Galaxus shall inform the participant of any revocation notices received.

13.2 The participant shall notify Galaxus without delay of the receipt or absence of an expected return shipment by the end customer via the interface; likewise, whether he/she accepts the return as being in accordance with the contract. Should the participant accept a timely revocation by the end customer, the participant shall inform Galaxus of this without delay. The same applies if the participant takes back an item delivered to the end customer as a gesture of goodwill.

13.3 Galaxus' customer service is also available to end customers who have purchased goods from the participant for questions regarding products, deliveries, invoices and payment arrangements, etc. The participant shall designate a contact person vis-à-vis Galaxus who will provide information by telephone and by e-mail without delay, at the latest within twenty-four (24) hours on working days, in the event of questions concerning the participant. The participant shall ensure that such enquiries can be answered in any official language of the destination served by him/her under the contract. Galaxus shall be entitled to refer the customer to the merchant in the event of enquiries.

14 Payment processing and methods

14.1 Payment processing within the scope of end customer contracts shall be carried out exclusively directly via Galaxus and the payment service provider to be determined by Galaxus («PSP»), cf. Section 14.4.

14.2 The end customer may pay using any of the payment methods offered by Galaxus within the framework of the platform. Galaxus reserves the right to adjust the payment methods offered at any time. Galaxus is entitled to provide only a limited selection of payment methods to certain end customers, for example for reasons of creditworthiness.

14.3 The participant is obliged to conclude a payment services framework contract («PSFC») with the PSP for the processing of marketplace payments. This is a separate contract between the participant and the PSP to which Galaxus is not a party, but the conclusion of which is a prerequisite for the conclusion of the contract between Galaxus and the participant. The processing of payments on the marketplace is not possible without a contractual relationship between the participant and the PSP.

Payments by the end customer and payments by other payment service providers for sales by the participant are received in one or more accounts held in trust for the participant by the Payment Service Provider (hereinafter also referred to as «distribution account»). The funds received in the distribution accounts, less the fees owed by the participant to Galaxus pursuant to Section 14 and any further payments and repayments owed to Galaxus, are distributed by the Payment Service Provider in accordance with the PSFC and Section 15 to an account set up for the participant at the Payment Service Provider («Stripe Connected Account»), from which a payment can be made to a current account at an external credit institution.

The participant instructs and authorises Galaxus to send «payment information» to the Payment Service Provider for the purpose of payment processing. This payment information substantiates the abstract payment instruction previously issued by the participant to the Payment Service Provider in the PSFC to pay the amounts received for participants on the distribution account, less the commission agreed between Galaxus and the participant in accordance with Clause 15 and, if applicable, further payments owed by the participant to Galaxus and repayments to customers, to the account set up for the participant.

Galaxus is not involved in the processing of payments - apart from its function as the participant's technical service provider as described above - and will not come into possession of the funds to be paid out to the participant, nor does Galaxus have any power of attorney to dispose of the funds held in the distribution account. The participant authorises Galaxus vis-à-vis the PSP to inspect the distribution accounts within the scope of read access for the purpose of creating and administering payment information.

14.4 The PSP for the Marketplace is Stripe, Inc., 354 Oyster Point Boulevard South San Francisco, California, 94080, USA («Stripe»). All payment services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the «Stripe Services Agreement»). By agreeing to these terms of use, the participant accepts the terms of the Stripe Services Agreement incorporated into these terms of use as Annex 14.4, which may be amended by Stripe from time to time. As a condition for Galaxus to use Stripe's payment services in the future, participant agrees to provide full and complete information about themselves and their business to Galaxus for the purposes of the onboarding described above. The participant further authorises Galaxus to share this information and transaction information related to his/her use of the payment services offered by Stripe.

14.5 As soon as the purchase price owed by the end customer is received, the participant will be immediately informed of the receipt by automated means. The participant is obliged to ship the sold item to the end customer within the delivery time stated in the item description after receiving the information about the receipt of payment.

14.6 Payment processing on the Portal shall be carried out exclusively in accordance with the provisions set out in Paragraph 14. The participant is obliged to refrain from any actions that could give the End Customer the impression that the purchase price for the ordered products is to be paid directly to the participant, such as issuing and sending separate invoices in its own name that do not comply with Paragraph 4.9.

14.7 The fees for the activities of the PSP, any credit card acquirers and other fees for means of payment, including any foreign currency fees, are included in the sales commission payable to Galaxus. Galaxus shall, however, also be entitled to charge the participant for any fees and costs incurred in the event of chargebacks of payments.

14.8 The participant undertakes to comply with all regulations, provisions, terms of use, etc. of all third-party providers used for payment processing; in particular, the participant is obliged to provide all registrations and authorisations required by the third-party provider.

15 Commission fee

15.1 The participant shall pay the fees listed in the applicable fee model in accordance with Annex 15.1 for the use of the services. In particular, Galaxus shall receive a commission («sales fee») from the respective participant for each order placed via the portal.

15.2 The commission fee is calculated on the basis of the selling price of the object of purchase after deduction of VAT (net purchase price); all commission is also net; any VAT due is payable in addition.

15.3 The commission fee model provides for each product type a percentage indication of the sales fee pursuant to Paragraph 9.4, which the participant may distribute via the portal. Galaxus is entitled to reduce the sales fee for each product type at any time at its own discretion. The participant shall always pay the sales charge that is currently applicable to products of the specific product type at the time the end customer completes the order process on the portal; this is displayed on a daily basis in Annex 15.1.

15.4 Galaxus will increase the sales charge for individual product types exclusively at the beginning of a new calendar quarter. Galaxus will offer such an increase to the participant with a notice period of four weeks prior to the effective date. The participant may either agree to the changes or reject them within this notice period. The participant shall be deemed to have given his/her consent if he/she has not indicated his/her rejection before the proposed date of entry into force of the change. Galaxus will specifically draw the participant's attention to this fictitious consent in the offer. If the participant does not wish to agree to the changes, he/she may terminate these terms of use without notice and free of charge before the proposed date on which the changes take effect. Galaxus will also specifically draw the participant's attention to this right of termination in the amendment offer.

16 Offset and assignment

16.1 The participant may only offset claims by Galaxus against undisputed or legally established counterclaims. The participant may only exercise a right of retention if his/her counterclaim is based on the same contractual relationship.

16.2 The assignment of rights and obligations of the participant requires the prior written consent of Galaxus. Paragraph Section 354a of the German Commercial Code («HGB») remains unaffected.

17 Limitation period

17.1 All claims arising from and in connection with this contract shall become statute-barred after 12 months. The period shall commence when the claim arises, but not before the claiming party has become aware of the facts giving rise to the claim. This shall not affect liability for intentional or grossly negligent breaches of duty and liability for damages arising from injury to life, limb or health and for liability under the Product Liability Act (ProdHaftG) or comparable foreign standards; in this respect, the respective statutory limitation period and the respective statutory commencement of the limitation period shall apply.

18 Customer reviews and community function

18.1 The participant is aware that the end customers have the possibility, after concluding a purchase contract, to publicly rate its execution by the participant and the respective product by awarding stars (scale 1 - 5) and a review in text form. The participant is also aware that a community function has been set up on the platform, which enables discussion and questions about product offers. The participant also has the option of participating in the use of the community area in accordance with the applicable conditions (Annex 18.2). Galaxus will not check the ratings or community contributions without concrete suspicion.

18.2 If a participant is of the opinion that an inaccurate or otherwise inadmissible evaluation or statement has been made about him/her in the Community area by an end customer or another participant, he/she may contact Galaxus at community@galaxus.de. The participant may also contact Galaxus by e-mail. Galaxus will invite the author of the rating or post in question to comment. If the author refuses to amend or withdraw his/her rating or contribution, Galaxus will decide at its own discretion whether the rating should continue to appear on the marketplace until the admissibility of the rating has been clarified in court.

18.3 If the participant violates the community principles pursuant to Annex 18.2, he/she shall be obliged to compensate Galaxus for any damage incurred. In particular, he/she shall be obliged to indemnify Galaxus against claims made by third parties against Galaxus on account of an unreasonable evaluation or other statement.

19 Ranking and data access within the meaning of the P2B Regulation

19.1 Galaxus uses various ranking mechanisms on the portal in accordance with Art. 5 of the P2B Regulation. A description of these ranking mechanisms is contained in Annex 19.1. The ranking - i.e., the order in which products are displayed in a search or in a category on the marketplace, as well as the order in which the offers of various sellers for an item are displayed - takes various factors into account. Essentially, the ranking is based on product relevance, which is automatically derived from a comparison of the item's product information with the end customer's search query, the estimated delivery time of the item, any minimum order quantities and the price that different participants charge for the same item. Galaxus also puts these parameters in relation to each other. In the case of a search, Galaxus also takes into account the relevance of products to the search term.

19.2 Galaxus offers end customers a range of customer benefits as part of promotions and campaigns, which are highlighted separately in advertising (e.g., through banners, teaser areas, newsletters or similar). Galaxus decides at its own discretion the extent to which these are made available to participants. Individual such separate promotional highlights shall be available exclusively to Galaxus in its capacity as seller or to the participant under the terms of a separate agreement.

19.3 Galaxus also acts as a seller itself on the online shop. In order to decide which products Galaxus wishes to offer and how, Galaxus has access to historical sales data and analyses of transactions on the marketplace. Offers from Galaxus are also subject to the ranking mechanisms set out in Annex 19.1 should product competition involving Galaxus occur.

19.4 The information set out in the following Paragraphs serves to fulfil the obligations of Galaxus pursuant to Art. 9 of the P2B Regulation. It does not replace the general representations and declarations on data protection, see Paragraph 20.

19.5 Within the framework of the merchant programme, Galaxus has access to the following categories of data within the meaning of Article 9 of the P2B Regulation, both personal and non-personal data:

Account data;
Address/contact details;
Order data;
Stock data;
Product data;
Payment data (limited access only);
Access data.

19.6 Galaxus provides the participant with the following categories of data generated in connection with his/her use of the merchant programme:

Account data (of the participant);
Account data (of the buyer), insofar as they are necessary for the processing of the order;
Order data, insofar as they are necessary for the processing of the order or for the commission fee settlement

19.7 Galaxus shall make some of the categories of data referred to in Paragraph 19.6 above available to third parties, who shall use these data for the further provision or further development and analysis of the portal:

Payment services
CRM and marketing software/service provider
Statistics and analysis software/service provider

19.8 In order to market the products offered on the portal, Galaxus uses digital sales channels in particular, such as ad bookings in search engines, affiliate programmes and cooperations, display ads and other advertising formats. Upon request, Galaxus will provide participants with more detailed information on the specific channels used at any given time, within the framework of the legal requirements. The specific channels and measures used by Galaxus may change at short notice and therefore cannot be reproduced in this framework agreement in a conclusive and up-to-date manner.

20 Data protection and use, esp. data of the participant

20.1 The contracting parties mutually undertake to comply with all provisions of data protection law as amended from time to time and shall observe them. Both contracting parties shall instruct all their respective employees and agents in accordance with the relevant provisions of data protection law and oblige them to maintain data secrecy.

20.2 Galaxus is the responsible party under data protection law with regard to all data collected on the website http://www.galaxus.de concerning the user behaviour of individual end customers. This also applies to such user data that is collected when calling up sub-pages of http://www.galaxus.de on which the participant offers its goods/services.

20.3 End customers can open a customer account on http://www.galaxus.de . As part of the opening and management of the customer account, personal data of the customers will be processed. This includes, but is not limited to, first name, surname, date of birth, delivery address, and information about products/services purchased from Galaxus or the participants. Galaxus is responsible for the processing of this data in terms of data protection law.

20.4 Galaxus shall comply with the existing statutory data protection requirements within the scope of the processing operations referred to in Paragraphs 20.2 and 20.3 and shall, in particular, take sufficient technical and organisational measures to protect the data (within the meaning of Art. 24 DSGVO).

20.5 In the case of personal data of end customers that is not processed by Galaxus, but by the participant himself/herself as the person responsible under data protection law and/or by another commissioned processor of the participant (e.g., address data for the purpose of delivery of goods), the participant must ensure that the data protection requirements are complied with in the context of this data processing. In particular, the participant must conclude an agreement on commissioned processing that complies with the legal requirements. In addition, the participant shall take appropriate technical and organisational measures to protect the data (within the meaning of Art. 24 DSGVO).

If the data is processed by other third parties who are not considered as processors of the participant, but as data controllers under data protection law, the participant 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.

20.6 Data collected by the participant in the context of the offer and the sale of products/services on http://www.galaxus.de may not be used by the participant for its own and/or third party marketing purposes.

20.7 The participant is obliged to irrevocably delete all end customer data made accessible to it after the contract has been executed and at the latest after the expiry of any guarantee or warranty period or other statutory retention periods, insofar as the respective date is subject to a longer retention period.

20.8 The participant is obliged to provide the end customer with information that complies with existing legal data protection requirements (Art. 13, 14 DSGVO). Galaxus offers the participant the option of displaying this information in the participant profile at http://www.galaxus.de . In order to ensure the greatest possible transparency vis-à-vis customers - particularly with regard to responsibility under data protection law in relation to individual data processing - Galaxus provides the participant with some of the information to be provided (see Annex 3.5). Reproduction of this information in the participant profile does not release the participant from including the further information required by law regarding the processing of the data by the participant as the data protection controller.

20.9 The participant is obliged to fulfil any data subject rights asserted against it (e.g., information, deletion, data portability, etc.) vis-à-vis the data subjects (end customers). If data subject rights are asserted against the participant that relate to data processing by Stripe Payments Europe, Ltd., the participant undertakes to refer the data subjects (end customers) to Stripe Payments Europe, Ltd. as the party responsible for fulfilling the data subject rights.

20.10 Data of legal persons are generally not relevant under data protection law. Insofar as data that the participant provides to Galaxus (e.g., as part of the onboarding process) and/or that Galaxus collects about the participant in any other way (e.g., names of sole traders; names of managing directors, IP addresses) fall within the scope of data protection law despite this circumstance, Galaxus shall provide the information set out in Annex 20.10 with regard to their processing.

21 Intellectual property, property rights, in particular third-party property rights

21.1 The participant shall be responsible for ensuring that, in connection with the intended use of the goods ordered by the end customer, no third-party rights are infringed in the Member State of the European Union to which the delivery is made. If a claim is made against Galaxus by a third party in this regard, the participant shall be obliged to indemnify Galaxus on first demand against all claims and any resulting obligations, damages, costs and expenses (in particular reasonable external legal fees).

21.2 Each contracting party shall remain the owner of its intellectual property (protected and/or unprotected) already existing at the time of the conclusion of the contract.

21.3 The participant shall transfer to Galaxus, free of charge, a simple/non-exclusive, irrevocable, spatially unrestricted, transferable and sub-licensable right of use to all data material, offer and product data, texts, photographs, graphics, brands, logos, product descriptions and technical specifications («material») provided by him/her in connection with the execution of the contract, which are uploaded to the portal irrespective of the transmission channel. This right of use is granted for the term of this contract plus the settlement period. In this respect, Galaxus is also permitted in particular to use the material to advertise similar products of other participants on other country-specific pages of the merchant programme. This right of use includes, in particular, copying, dissemination, public reproduction and making available to the public in all known and unknown forms of use, including the right to edit and further develop the material and to use the results thereof to the aforementioned extent. The participant is aware that in the case of promotional use of copyrighted material it is customary in the industry that the author of the recordings is not named, contrary to Section 13 UrhG (German Copyright Act). The participant guarantees that the author waives the right to be named.

21.4 The participant warrants that Galaxus acquires all rights and powers conferred under this contract. In particular, but not conclusively, the participant guarantees that he/she is entitled to dispose of the rights of use under copyright law and that he/she has obtained the necessary consent under personality law from any persons depicted.

21.5 The participant warrants that the material does not infringe any third party rights (in particular trademark, design, copyright, patent and unfair competition rights) in the European Union and Switzerland.

21.6 In this respect, the participant shall indemnify Galaxus upon first request against all third-party claims and the resulting obligations, damages, costs and expenses (in particular reasonable external legal fees). The participant shall notify Galaxus without delay of any impairments of the transferred rights to the material of which he/she becomes aware. Other claims by Galaxus arising from a breach of warranty shall remain unaffected.

21.7 The participant also guarantees that the Products themselves, including individual copies thereof, as well as their packaging, do not infringe any third party rights (in particular trademark, design, copyright, patent and unfair competition rights) in the European Union.

21.8 If Galaxus determines that the goods and/or their packaging or a part thereof or the material infringe the rights of third parties, or if Galaxus becomes involved in a legal dispute with third parties in this regard, Galaxus may deactivate all of the participant's product offers in this regard on the portal until the complete clarification of the infringement of rights, even if only alleged, or until the legally binding conclusion of a legal dispute.

21.9 In this respect, the participant shall indemnify Galaxus upon first request against all third party claims and any obligations, damages, costs and expenses arising therefrom (in particular, reasonable external legal fees and settlement costs at Galaxus' discretion).

21.10 If Galaxus becomes involved in a legal dispute with a third party, the participant shall be informed and shall be obliged from that moment onwards to support Galaxus unconditionally in the conduct of the legal dispute by providing advice and information (e.g., by providing information, statements or samples) and to take the necessary defensive measures as quickly as possible at his/her own expense.

21.11 If the participant is threatened with a copyright dispute with a third party regarding material that is also used on the portal or whose use on the portal is at least suspected, or if the participant becomes involved in such a dispute and the claims asserted are not manifestly unfounded, the participant must inform Galaxus of this. In this context, Galaxus will support the participant within the scope of its own possibilities and remove the content in dispute, such as product images.

22 Confidentiality

22.1 Unless expressly agreed otherwise in writing, the terms and conditions of the business relationship between Galaxus and the participant shall be deemed confidential and shall be kept secret for a period of three years after the order has been processed/the contract has been terminated. They may not be used for reference or advertising purposes. This includes, in particular, pricing and other documents, data and information (such as interface codes, technical modes of operation of the platform, etc.) which are made available to one party by or on behalf of the other party in the course of the business relationship or otherwise become known about the circumstances of the other party and, if applicable, its affiliated companies, in particular also business and trade secrets, insofar as they are not publicly accessible. They may not be used for reference and advertising purposes.

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

22.3 The participant is obliged to conclude agreements with his/her own employees and agents in accordance with this Paragraph or to impose obligations on them in this regard. The participant shall be liable to Galaxus for non-compliance with the obligations arising from this Paragraph by the persons named in sentence 1 of this Paragraph.

23 Liability

23.1 Galaxus shall not be liable under any circumstances for defects, restrictions in the provision of services or the like that are within the control of the PSP.

23.2 Irrespective of the preceding Paragraph, Galaxus shall be liable to the participant in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for compensation for damages or reimbursement of futile expenses. Galaxus shall only be liable for the loss of data if such loss could not have been avoided through reasonable data backup measures on the part of the participant. Guarantees must be expressly designated by Galaxus as a «guarantee»; for the avoidance of doubt, it is stated that descriptions of services or promises of services in parts of these terms of use, in advertising materials, on websites or other publications by Galaxus do not constitute guarantees as a matter of principle.

23.3 In other cases, Galaxus shall only be liable - unless otherwise regulated in these terms of use - in the event of a breach of a contractual obligation, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the trading partner may regularly rely (so-called cardinal obligation), and this shall be limited to compensation for the foreseeable and typical damage.

23.4 Galaxus' liability for damages arising from injury to life, limb or health and under the Product Liability Act shall remain unaffected by the above limitations and exclusions of liability.

23.5 Galaxus will endeavour to make the portal available as uninterruptedly as possible. However, Galaxus does not guarantee a specific availability rate. In particular, no liability is accepted for force majeure, such as server failures of the provider for which Galaxus is not responsible, power failures or manipulation by third parties. Galaxus does not guarantee the availability of the portal at all times.

23.6 The participant shall be liable in accordance with the statutory provisions. In particular, the participant shall be liable for damages and consequential damages to the end customer in accordance with the provisions of the Product Safety Act («ProdSG») and within the scope of producer liability. The participant is obliged to provide proof of compliance with the Product Safety Act («ProdSG») upon request (certificate or test mark of a testing agency) and must take back the product in the event of prohibition orders under the Product Safety Act («ProdSG») irrespective of the warranty period for defects.

24 Complaint management

24.1 Galaxus highly values the trust of all users, i.e., participants and end customers, in the transactions conducted on the marketplace. In the event of a dispute, Galaxus will therefore seek arbitration in accordance with the following provisions:

In the event of a dispute with another user (e.g., a dispute about the defectiveness of a product), each user is entitled to notify Galaxus of the facts by means of a complaint via the form set up for this purpose.
Galaxus will then compile the facts and, if necessary, contact both users.
Galaxus will then examine the facts of the case conclusively within four weeks of receipt of the complaint and submit a proposal for a solution to both users.
In order to propose a solution, Galaxus shall be entitled to obtain legal advice and to forward the facts to its own lawyer for this purpose. This is not associated with any additional costs for users.

24.2 Participants have no legal claim to the settlement of a dispute.

25 Effectiveness of the contract

25.1 Insofar as this contract contains loopholes, those legally effective provisions shall be deemed agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of this contract if they had known about the loophole.

25.2 Galaxus reserves the right to amend these terms of use at any time and without stating reasons. Galaxus will offer amendments to this framework agreement and other included agreements to the participant in text form no later than two months before their proposed date of entry into force. The participant may either consent to or reject the amendments prior to their proposed date of entry into force. Approval shall be deemed to have been given if the participant has not indicated his/her rejection before the proposed date of entry into force of the changes. Galaxus shall make specific reference to this approval effect and the legal consequences of silence in the offer to amend this framework agreement. In the event of rejection of the offer, Galaxus shall be entitled to terminate the contract with one month's notice.

25.3 However, the possibility of amending this Framework Agreement in accordance with the preceding Paragraphs shall not apply to amendments that restrict the content and scope of the core usage options of the Framework Agreement as well as any supplementary agreements based on it to the disadvantage of the participant, nor to the introduction of new obligations for the participant not previously contained in this Framework Agreement or the law.

26 Choice of law and place of jurisdiction

26.1 This contract and all legal relationships between Galaxus and the participant shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

26.2 If the participant is a merchant within the meaning of ParagraphParagraph 1 ff. HGB («German Commercial Code»), a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Hamburg. However, Galaxus shall also be entitled to bring an action at the place of performance of the participant's respective obligation under this contract.

26.3 Galaxus does not participate in the online dispute resolution procedure. The participant confirms that he/she is not obliged to participate in the online dispute resolution procedure pursuant to the Consumer Dispute Resolution Act or comparable foreign regulations.