Table of Contents

1 Preamble

1.1. Digitec Galaxus AG operates the two online shops http://galaxus.ch and http://digitec.ch with their own products and services (hereinafter, collectively, referred to as the «online shop»). Digitec Galaxus AG has added a merchant programme to this online shop, which enables independent third parties (hereinafter referred to as «Merchants») to sell their products through the online shop directly to customers with a residence or place of business in Switzerland or Liechtenstein (hereinafter referred to as the «Merchant programme»).

1.2. The Merchant is interested in using the Merchant programme for selling its products through the online shop.

1.3. In light of the foregoing, the parties conclude the following agreement:

2 Contract conclusion/contract parties

2.1. The Merchant agrees to conclude all purchase contracts that it concludes through the online shop in its own name, for its own account, and at its own risk. The Merchant is thus the customer's sole contract partner and is solely responsible for fulfilling and performing all purchase contracts (including delivery, warranty, returns etc.).

2.2. The purchase contract between the customer and the Merchant comes into effect at the time the customer places the order in the respective online shop, at a Digitec Galaxus AG branch, or by phone or e-mail with Digitec Galaxus AG customer service, namely, at the terms and conditions that the customer can view in the respective online shop (in particular purchase price, delivery deadline). The Merchant is obligated to fulfil this purchase contract in full.

2.3. In the case of sales for which the Merchant is the seller, Digitec Galaxus AG merely acts as a referring agent. The Merchant acknowledges that Digitec Galaxus AG is not a party to the purchase contract concluded between the Merchant and the customer.

2.4. The Merchant is solely responsible for correctly charging and remitting Swiss value-added tax (VAT), as well as any other taxes, charges, or fees, in connection with all sales that the Merchant executes through the online shop. If the Merchant's registered office is located outside of Switzerland, and if it is not obligated to charge value-added tax in Switzerland, it must ensure that all products sold in the online shop will be imported with an «Ausland» declaration of submission, i.e. it will import the product in its own name and make domestic delivery, which is subject to VAT,to the customer.

2.5. Since Digitec Galaxus AG seeks to provide an online shop that is transparent and customer-friendly, the same general terms and conditions of contract are to apply to all purchase contracts that the customer concludes with various Merchants. For this reason, Digitec Galaxus AG will provide these terms and conditions of contract (hereafter referred to as the «general terms and conditions»). The Merchant is obligated to use the general terms and conditions created by Digitec Galaxus AG. Together with the applicable Swiss statutory provisions, the general terms and conditions govern the entire purchase contract between the Merchant and the customer.

2.6. The Merchant expressly acknowledges and confirms that all purchase contracts that it concludes through the online shop are to be concluded in Swiss francs, be subject to Swiss substantive law (with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods), and specify that the customer's residence/registered office is the exclusive place of jurisdiction.

2.7. The Merchant assures and warrants that it will satisfy the general terms and conditions at all times. Digitec Galaxus AG is entitled to amend the general terms and conditions at any time with 60 days advance notice.

2.8. If the Merchant does not conclude purchase contracts in accordance with the general terms and conditions, or if it does not fulfil purchase contracts pursuant to the general terms and conditions, Digitec Galaxus AG will set a one-time deadline of 10 days for the Merchant to comply with them. If compliance does not occur by this deadline, Digitec Galaxus AG is entitled to exclude the Merchant without further notice from using the online shop.

2.9. The Merchant assures and warrants that it will always provide clear, complete, and current information in the online shop about its identity and contact address (including e-mail address).

3 No exclusivity and pricing

3.1. Digitec Galaxus AG does not grant the Merchant any exclusivity whatsoever. Both Digitec Galaxus AG and any other Merchants are entitled to sell products in the online shop that are the same as and/or similar to those of the Merchant. By the same token, the Merchant also does not grant Digitec Galaxus AG any exclusivity whatsoever. The Merchant is entitled to sell its products through any other channel (online and/or offline). However, the Merchant is prohibited from promoting other channels in the online shop.

3.2. The Merchant conducts business in the online shop at its own risk. In particular, the Merchant acknowledges that Digitec Galaxus AG provides no assurances or guarantees whatsoever concerning the sales that the Merchant can generate in the online shop.

3.3. The Merchant has complete discretion in setting the sales prices for its products. However, it undertakes to comply with sections 3.4 and 3.5.

3.4. Users of the online shop should be able to compare prices as easily as possible. In order to guarantee this transparency, the Merchant must ensure that all sales prices transmitted by it for publication in the online shop constitute final prices and include all taxes to be remitted by the Merchant (particularly VAT), any advance recycling fees, costs for packaging, delivery costs, and any and all other charges, fees, or costs (hereinafter referred to as the «sales price»).

3.5. The Merchant must ensure that its pricing is always in conformity with the applicable statutory provisions in force in Switzerland.

4 Online shop product range

4.1. Digitec Galaxus AG specifies at its own discretion the categories of goods and product ranges that in principle may be sold in the online shop (hereinafter referred to as the «Online Shop Product Range»). The current online shop product range can be found in the online shop in the navigation. Digitec Galaxus AG may change the online shop product range at any time. The Merchant is obligated the keep itself continuously informed about the current online shop product range so as to comply with section 4.2 of this contract.

4.2. The Merchant may offer in the online shop solely products that are part of the online shop product range. Digitec Galaxus AG will endeavour to continually expand the online shop product range.

4.3. Where it has justified cause to do so (e.g. negative reporting in the media about specific products/manufacturers, safety concerns, quality concerns, etc.), Digitec Galaxus AG is at all times entitled to prohibit the sale of certain products or product groups through the online shop, including where such products essentially form part of the online shop product range.

4.4. The Merchant is responsible for complying with all statutory obligations and requirements concerning the products that it offers in the online shop. This includes, in particular:

complying with general product-safety and product-specific provisions, namely those of foodlaw, chemical law, pharmaceutical law, electricity law, agricultural law, etc.;

• obtaining and/or assuring certifications and conformity tests, as well as any licences orapprovals necessary for marketing the products;

• complying with all general and product-specific provisions concerning advertising, the offeringof prizes, and labelling, including provisions concerning the origin of goods, offers usingtelecommunications technologies, hazard notices, prohibited false or misleading advertising,consumer information, energy label, etc.;

• assuring all requirements concerning traceability;

• satisfying legal after-market product obligations, including measures for monitoring products(e.g. taking samples, analysis, maintaining complaint records, carrying out recalls, complyingwith reporting obligations, etc.);

• satisfying documentation and retention obligations (e.g. production information files, datasheets, technical documents, safety data sheets, conformity assessment documents,certification documents, product approvals and licences);

4.5. The Merchant is prohibited from offering products in the online shop that belong to Group 1 in Annex 3 (definition of chemical groups). Also prohibited are products that may be dispensed only with special approvals and/or expertise (e.g. medicinal products required to be sold in pharmacies) or products that are on the CITES (Convention on International Trade in Endangered Species of Wild Fauna and Flora) list of species. In addition, the Merchant warrants and assures that the products that it offers in the online shop are not contra bonos mores (in particular, do not consist of pornographic, discriminatory, or other injurious material) and do not infringe the rights of third parties, including intellectual property rights (particularly, personality rights, copyrights, trademark rights, and patent rights).

4.6. Should Digitec Galaxus AG be sued by third parties or public authorities in connection with the Merchant’s line of products in the online shop, the Merchant is obligated to indemnify Digitec Galaxus AG in full. In particular, the Merchant must provide Digitec Galaxus AG with unconditional support in the handling of claims by third parties and assume all costs resulting from this (including any lawyer fees and defence costs incurred by Digitec Galaxus AG and/or employees of Digitec Galaxus AG). In the case of complaints by public authorities, the Merchant is obligated to provide Digitec Galaxus AG with the required information and documents in appropriate form within 24 hours (excluding weekends).

4.7. If a recall is ordered, or if one is planned by the Merchant, Digitec Galaxus AG must be notified without delay and informed in full about all measures by the Merchant and/or the competent public authorities.

4.8. If the Merchant offers products in the online shop that infringe sections 4.2, 4.3, 4.4, or 4.5, Digitec Galaxus AG may immediately delete such products and/or completely exclude the Merchant from using the online shop.

5 General Technical Conditions for the online shop

5.1 The online shop’s General Technical Conditions are set forth in Annex 1 (hereinafter referred to as the «general technical conditions»). Digitec Galaxus AG decides independently on the technical enhancement of the online shop, and it is entitled to modify the general technical conditions at any time with 60 days advance notice.

5.2 Prior to concluding this contract, the Merchant had the opportunity to familiarise itself with the general technical conditions. The Merchant is solely responsible for ensuring that its technical infrastructure is in line with the current general technical conditions in such a way that it is able to use the online shop.

5.3 The Merchant acknowledges that the online shop is based on a technically complex solution and that uninterrupted availability cannot be guaranteed. The Merchant expressly waives the ability to assert claims for compensation of damages in connection with temporary interruptions in the online shop and/or the technical connection.

6 Merchant offers and technical implementation of the online shop

6.1 The Merchant essentially has discretion in organising its lines of products in the online shop. Since customers of the online shop expect a certain uniformity in presentation and general conditions, which enables the online shop to attain and maintain the desired reputation, the Merchant is obligated to comply with certain principles concerning the organisation of its line of products, as well as presentation. These have to do with, in particular, the description and visual presentation of the products, availability, and delivery periods. The current product data requirements can be found in Annex 1 under general technical conditions.

6.2 The Merchant is obligated to keep its entire line of products in the online shop current at all times and, in particular, to automatically update availability, delivery periods, and sales prices at least once a day using the interface specified in Annex 1 and in the manner specified there.

6.3 The further «Service Levels» to be met by the merchant are set out in Annex 4 (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 4. Digitec Galaxus AG is entitled to adjust the service levels at any time with 60 days' notice.

6.4 Digitec Galaxus AG endeavours to ensure continuous, secure and reliable availability for merchants in the online shop. However, availability may be limited as a result of maintenance work, system adjustments or disruptions.

7 Order and delivery

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

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

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

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

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

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

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

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

8 Returns

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

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

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

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

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

9 Customer service and warranty

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

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

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

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

10 Commission

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

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

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

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

11 Invoicing, assignment, debt collection and payment

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

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

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

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

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

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

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

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

12 Data protection and data use

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

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

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

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

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

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

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

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

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

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

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

13 Term and termination

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

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

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

14 Assurances, warranties, and exclusion of liability

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

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

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

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

15 Compliance with statutory provisions

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

16 Final provisions

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

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

16.3 If individual provisions of this contract should be void, ineffective or invalid, either in whole or in part, this does not affect the validity of the remaining provisions or parts of such provisions. The void, ineffective, or invalid provisions are to be replaced by those that most closely approximate in economic terms the spirit and purpose of the void, ineffective, or invalid provisions in a legally valid manner.

16.4 This contract is subject exclusively to Swiss substantive law, under exclusion of conflict-of-law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded.

16.5 The exclusive place of jurisdiction for all disputes under or in connection with this contract is Zurich 1, Switzerland.

Annex

Annex 1: General technical conditions

Annex 2: Comission

Annex 3: Definition of chemical groups

Annex 4: Merchant KPIs

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