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Please note that the German version of this legal text is the legally authoritative version in the event of a dispute.

Kaufland Marketplace GmbH Standard Terms and Conditions for sellers (Seller Terms and Conditions)

1. Subject matter of the Standard Terms and Conditions

1.1 The following Seller Terms and Conditions ("Terms and Conditions") shall govern the use of the online marketplace provided by Kaufland Marketplace GmbH GmbH, with its registered office at Stiftsbergstraße 1, 74172 Neckarsulm, Germany, mailing address: Online-Marktplatz: Kaufland.de, c/o Kaufland e-commerce Services GmbH, Habsburgerring 2, 50674 Cologne, Germany (hereinafter referred to as the "Provider") at the Kaufland.de domain, other top-level domains and in mobile applications (apps) (hereinafter referred to as the "Online Marketplace").

1.2 The Provider offers commercial third party providers (hereinafter referred to as "sellers") the opportunity to list products on the Online Marketplace and distribute them to consumers (hereinafter referred to as "customers") in accordance with the provisions of these Seller Terms and Conditions. Please note that the Online Marketplace is available to consumers only; sales to businesses are precluded.

1.3 Provisions deviating from these Seller Terms and Conditions, other standard terms and conditions or other terms of the sellers or third parties shall not form part of this agreement and shall only apply if the Provider has given its express written consent thereto.

2. Services of the Provider

The Provider shall offer the seller use of the Online Marketplace during the contract term subject to these Seller Terms and Conditions. Offers are structured based on the following key parameters:

  • a. Price
  • b. Delivery time
  • c. seller cancellations
  • d. seller tickets
  • e. Ticket processing time
  • f. Delivery delays

In addition, results will also always be displayed for offered products for the sale of which the respective seller has agreed to pay an additional advertising fee. These search results are marked as "advertisement". For further information on sponsored products ads, see https://www.marketplaceworld.de/sponsored-product-ads-auf-kaufland-de/.

In addition, results may also be displayed for a seller's offered products as "advertisement" if third parties eligible to participate in the sponsored products program, such as in particular product manufacturers and/or suppliers, agree to pay the relevant advertising fee. However, please be advised that this shall not give rise to any right on the part of the seller to have the ads displayed, instead this will be determined by the contractual relationship applicable to the respective participant in the sponsored products program.

For marketing purposes, the products/services of cooperation partners such as providers of price comparison websites may also be listed. However, please be advised that we cannot guarantee a complete listing for technical reasons or on the basis of individual agreements with the relevant cooperation partners. As such, there is no right to have products listed.

Sellers also have the option to book additional marketing services from the Provider for a fee (for more information, please contact seller support). These seller Terms and Conditions shall also govern those services to the extent applicable.

In addition to the use of the Online Marketplace, the Provider shall also provide sellers as an ancillary service the secure and reliable settlement of payments through an external payment service provider: cflox GmbH ("Payment Service Provider").

For purposes of settling payments between customers and sellers, the Provider has entered into a cooperation agreement with cflox GmbH, a German limited liability company (GmbH), with its registered office in Gaußstraße 190c, D-22763 Hamburg, (the "Payment Service Provider"). The Payment Service Provider is entered in the commercial register of the Local Court (Amtsgericht) of Hamburg under number HRB 127858. It is authorized to provide payment services and is authorized by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungen – ("BaFin") as a payment institution within the meaning of section 1 (1) no. 5 of the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz – "ZAG"). It is entered in the Register of Payment Institutions published on BaFin's website under ID no. 148789.

The Payment Service Provider offers payment services for the settlement of contracts for the purchase and sale of products between the customer and the seller which are entered into via the Online Marketplace. The Payment Service Provider receives payments on behalf of the seller on its own account at a credit institution and pays out the funds from the sale of the products to the seller.

By accepting this agreement and using the Online Marketplace, sellers agree to also enter into a Master Payment Services Agreement with the Payment Service Provider (the "Master Payment Services Agreement"). The Payment Service Provider posts this Master Payment Services Agreement at the various top-level domains and the sellers can apply to enter into a Master Payment Services Agreement by clicking the relevant box. Please note that the Payment Service Provider is solely responsible for the settlement of payments between the customer and the seller, which is performed on the basis of the Master Payment Services Agreement, i.e., pursuant to a direct contractual relationship between the Payment Service Provider and the seller. The Provider is not involved in the settlement of payments; it has no access to the transactions nor any funds on any internal payment account of the Payment Service Provider.

3. Participation and access

In order to participate in the Online Marketplace, a registered seller account is required. By completing the registration process on the Online Marketplace, the Provider and the seller enter into a legally valid agreement on the use of the Online Marketplace subject to these Seller Terms and Conditions. However, sellers have no right to register for and participate in the Online Marketplace.

Sellers are also required to enter into a Master Payment Services Agreement with the Payment Service Provider pursuant to section 675f of the German Civil Code (Bürgerliches Gesetzbuch – "BGB"). Unless such Master Payment Services Agreement is entered into, sellers will not be able to complete the registration process and sell products on this website. For this purpose, the seller authorizes the Provider and revocably consents to having the Provider send the seller's application to enter into a Master Payment Services Agreement to the Payment Service Provider along with certain identification data the seller provides during the registration process. This specifically involves personal information and information required under applicable anti-money laundering and terrorist financing regulations and for identifying the person with power of disposal under section 154 of the German Fiscal Code (Abgabenordnung – "AO").

The Payment Service Provider reserves the right to procure additional identification information and data prior to entering into the Master Payment Services Agreement and throughout the term of the Master Payment Services Agreement for the purpose of confirming the identity, the beneficial owner and/or payment transactions of the seller.

3.1 Eligible participants are:

3.1.1 individual natural persons of legal age and full legal capacity who, when entering into a legal transaction, act in exercise of their trade, business or profession ("Entrepreneurs" within the meaning of section 14 BGB); however, not natural persons who sell products solely for private purposes ("Consumers" within the meaning of section 13 BGB);

3.1.2 legal persons within the meaning of section 50 of the German Code of Civil Procedure (Zivilprozessordnung – "ZPO");

3.1.3 partnerships within the meaning of section 124 (1) of the German Commercial Code (Handelsgesetzbuch – "HGB"), sections 161 (2), 124 (1) HGB and section 705 BGB.

3.2 Eligibility must be demonstrated by submitting all documents requested during the registration process, in particular those necessary for verifying the seller's identity under anti-money laundering law and implementing the procedures used for the purpose of identifying the counterparties. These include the permanent establishment certificate (where relevant), and appropriate supporting documents, in particular a copy of the current trading license and, where the seller is or must be registered in the commercial register, a current excerpt from the commercial register or, in case of a German civil-law partnership (Gesellschaft bürgerlichen Rechts – "GBR"), by submitting the partnership agreement.

Registration for the Online Marketplace cannot be completed without submitting the relevant documents or implementing the procedures.

Data which is not required for identification purposes may be redacted in the copies submitted by the relevant sellers. This applies in particular to the access and serial number printed on the identity card/passport and the information on height and eye color, etc.

3.3 When registering a seller account, the seller shall also provide its full address information in accordance with the registration form, specifically including, but not limited to:

3.3.1 company name, VAT ID, OSS ID (where relevant), bank details, e-mail address and telephone number;

3.3.2 add information on the beneficial owner;

3.3.3 select a user name permitting no association with Kaufland or the Provider of the Online Marketplace;

3.3.4 and a sufficiently secure password (username and password, hereinafter referred to as "Access Data"), which is adequately protected against access by third parties.

3.4 When registering, the seller shall furthermore provide all required legal information, such as its website's legal notice (Impressum), standard terms and conditions, instructions to consumers on their right of withdrawal, if applicable, a privacy policy and other relevant consumer information depending on the relevant jurisdiction and, if required, shall review these for conformity with the relevant legal provisions and the Provider's specifications. The seller may not use standard terms and conditions or other legally relevant statements that would conflict with those of the Provider or applicable legal provisions. The seller shall also be prohibited from removing or changing the advertisement, the relevant pages or hyperlinks at the top-level domains to the seller's specifications.

3.5 If further information or documents are deemed necessary, particularly in the context of the registration process under clause 3.2, clause 3.3 and clause 3.4 of these Terms and Conditions, the Provider may request these at any time. The Provider also has the right to carry out control measures. The seller shall send the documents requested by the Provider on first demand or allow the control measures to be carried out. If the seller fails to comply with the Provider's request, or refuses to allow any check to be conducted, the Provider reserves the right to take action under clause 14 "Sanctions for violations" of these Terms and Conditions or to terminate the agreement in accordance with clause 19 of these Terms and Conditions.

3.6 The seller warrants that the information provided to the Provider, particularly in connection with the registration process under clause 3.2, clause 3.3 and clause 3.4 of these Terms and Conditions, is current, true and complete.

The seller shall keep all information provided up to date at all times, submit any documents required without further request and shall notify the Provider without undue delay if the information provided changes.

If the information provided by a seller is incorrect or incomplete, the Provider may terminate and delete the seller account without notice.

3.7 By sending the completed registration form and accepting the Master Payment Services Agreement, the seller makes a binding offer to enter into the agreement on use (i) of the Online Marketplace subject to these Seller Terms and Conditions and (ii) the payment services under the Master Payment Services Agreement. The offer will be reviewed by the Provider and the Payment Service Provider and they will decide at their discretion whether or not to accept it. Both the Provider and the Payment Service Provider must have accepted the offer before the registration process can be completed and the Online Marketplace used. Once the review is completed, the Provider will send the seller an "approval e-mail". The agreement on use of the Online Marketplace subject to the provisions of these Seller Terms and Conditions and the payment services shall be formed upon the seller's receipt of said approval e-mail.

3.8 By entering into the agreement, the seller authorizes the Provider to act as a representative of the seller and accept or issue declarations vis-à-vis the customer and, where applicable, other sellers, affiliates of the Provider or third parties and to perform acts insofar as necessary to implement this agreement.

3.9 Multiple registrations of a seller on the Online Marketplace or the re-registration of a seller whose participation in the Online Marketplace had been terminated and seller accounts linked thereto are only permitted with the Provider's prior written consent.

3.10 The seller may not disclose its Access Data, in particular its password, to third parties under any circumstances. If third parties nevertheless gain access to the seller account or if the seller otherwise suspects that its account is being misused, the seller must notify the Provider thereof immediately and change its Access Data. In the event of misuse, the Provider reserves the right to take action under clause 14 "Sanctions for violations" of these Terms and Conditions or to terminate the agreement in accordance with clause 19 of these Terms and Conditions and to take further legal action.

3.11 By entering into this agreement, the seller revocably authorizes the Payment Service Provider in the Master Payment Services Agreement to collect the amounts payable by it on the due date from a designated reference account by means of direct debit, unless otherwise agreed. The seller will be notified of any unusual transactions, such as the levy of cancellation fees, and shall in any case ensure that the account has sufficient funds. A valid direct debit authorization in favor of the Payment Service Provider shall be a prerequisite for this agreement along with the Master Payment Services Agreement and is required by the Payment Service Provider for billing purposes. Cancellation of the direct debit authorization shall be grounds for termination without notice by the Payment Service Provider and the Provider.

3.12 For shipments of goods from an EU location to EU customers where the seller is not established in the EU and shipments of goods from a non-EU location directly to EU customers where the value (sales price, incl. taxes and duties, excl. transport and insurance costs) of the shipment does not exceed EUR 150, the e-commerce VAT rules ("EU 2021 Digital Package") and thus the "deemed supplier" model apply. Under the "deemed supplier" model, the marketplace operator is required by law to pay VAT even though it is not the seller of the products. This requirement is based on a legal fiction that declares the seller, i.e., the actual seller, to be the supplier of the marketplace operator and the latter to be the person liable for VAT.

Sellers whose shipments of goods meet any or all of the requirements of the foregoing sentence therefore also undertake as follows:

3.12.1 In the event that the "deemed supplier" model applies and goods are shipped from a non-EU location directly to EU customers where the value of the shipment does not exceed EUR 150, the seller shall use the Kaufland.de IOSS ID provided by the Provider for such transactions via the Provider's platform. The seller shall treat the Online Marketplace IOSS ID it receives from the Provider as confidential at all times and may not disclose it to third parties unless this is required for order processing. If the Kaufland.de IOSS ID is disclosed to third parties for purposes of order processing, the shall take every precaution to ensure that such third parties treat the Kaufland.de IOSS ID as confidentially as does the seller itself.

Further information is available here.

3.12.2 In the event that a seller who is not established in the EU and does not maintain a permanent establishment in the EU fails to provide any or complete information regarding the relevant VAT ID for the respective country for its warehouse located in the EU, the seller hereby confirms to the Provider that the German VAT ID applies. The Provider will use the German VAT ID provided by the seller for processing the transactions.

3.12.3 Splitting an order from a non-EU warehouse into multiple shipments is strictly prohibited, as the identification of the "deemed supplier" model is determined on the basis of the customer orders as well as the warehouse information communicated by the seller.

3.12.4 Furthermore, the Provider assumes no liability for any incorrectly issued self-billing invoices based on any action in breach of contract by the seller, and it must be taken into account that the "deemed supplier" model is merely a fiction for tax law purposes. As such, the Provider assumes no liability for any product liability claims arising in connection with the "deemed supplier" model. The seller remains the responsible counterparty of the customer.

If the seller fails to comply with the above requirements, the Provider reserves the right to take action under clause 14 "Sanctions for violations" of these Terms and Conditions or to terminate the agreement in accordance with clause 19 of these Terms and Conditions. If the information provided by a seller is incorrect or incomplete, the Provider may furthermore terminate and delete the seller account without notice.

4. General obligations of the seller

The seller shall accept and comply with all relevant legal provisions, the provisions set out in these seller Terms and Conditions and all terms, conditions and guidelines on the viewable pages (hereinafter referred to as "Help Pages") when using the Online Marketplace in any way. The Provider may amend the conditions and guidelines on the so-called Help Pages as necessary. Therefore, it is incumbent on the seller to visit these Help Pages regularly and check for any new updates. The seller undertakes specifically, but without limitation:

4.1 not to offer products the sale or offer of which violates the laws, official orders, the rights of third parties or good morals in the jurisdiction governing the respective customer;

4.2 to manufacture or have manufactured and sell the ordered products exclusively in accordance with the agreed qualities and specifications as defined in a specific requirements profile and/or a product passport and in compliance with all legal provisions applicable at the agreed destination where the products are to be marketed by affiliates;

4.3 to only sell products that have been manufactured in accordance with the minimum standards set forth in the standards of the International Labour Organization ("ILO") and, where applicable, in accordance with the requirements of the Business Social Compliance Initiative ("BSCI") or an equivalent social standard;

4.4 to only offer products with respect to which the seller may freely dispose and transfer title therein to the customer; the products must already be in the seller's possession at the time they are offered in the quantity indicated or expected based on the advertisement or must be able to be produced or provided by the seller by the date of dispatch;

4.5 not to offer any products that are not approved for the European Economic Area; in particular, brand-name products may only be offered if they are original goods being placed on the market for the first time within the European Union by or with the consent of the brand proprietor and the seller can demonstrate an intra-European supply chain up to the brand proprietor or its licensee and documents this to the Provider in writing upon first demand;

4.6 not to offer any blacklisted products as indicated in the Online Marketplace list of prohibited items.

4.7 to provide the Provider of the Online Marketplace only due and proper product data and to update such data on any ongoing basis as necessary, e.g., for legal reasons. In particular, the seller shall provide the Provider with only those product illustrations/images in which the seller holds the license and may transfer to the Provider.

The seller furthermore undertakes specifically, but without limitation:

4.8 to enter and display the products it intends to sell to customers in the Online Marketplace database using the relevant functionalities in its seller account, in particular as follows:

4.8.1 The seller shall describe the product for purchase accurately and as precisely as possible; in this respect, the seller may add a descriptive comment to the products; in the case of used products, the Retsellerailer must do so. Every comment must be true and complete and must in particular correctly reflect the condition of the product. The Resellertailer shall include all facts and circumstances that would be of relevance to an average customer in making their decision to purchase the product. In particular, any defects or signs of wear and tear must be mentioned. The product description may not contain any advertising or references to external websites; it may not violate the relevant laws of any jurisdictions or rights of third parties and in particular it may not infringe any trademark rights or copyrights.

4.8.2 Product offers must be designed in accordance with the applicable legal provisions; in this context, the seller shall in particular label the products in accordance with the applicable labeling and information obligations, such as the energy label or Food Labeling Regulation (Lebensmittel-Kennzeichnungsverordnung) and review the product offers on an ongoing basis.

4.8.3 Products which are listed as media harmful to young persons (Jugendgefährdende Medien) or a serious risk to young persons and may only be advertised and sold to persons of legal age, may only be posted in the Online Marketplace 18+ area (Online Marketplatz Ü18).

4.9 to allow the Provider to assign the posted products to the relevant categories on the Online Marketplace and to verify their categorization on the Online Marketplace within 72 hours after the product offers go live.

4.9.1 The products will be assigned to the relevant categories on the Online Marketplace based on the information provided by the seller; the Provider is not required to verify nor does it warrant that the products have been correctly categorized. Nor is the Provider under any obligation to verify whether the products are encumbered by any third-party rights. It is the responsibility of the seller to ensure that the products are properly categorized and it has a duty of care to verify their categorization.

4.9.2 The Provider has the right to change or delete category names and other designations at any time and to change assignments to agreed categories, specifically, but without limitation, where the Provider believes that a product has been categorized incorrectly. As such, the seller is obligated, even after going live, to check the product presentation on a regular basis and notify the Provider without undue delay of any irregularities.

The seller undertakes specifically, but without limitation:

4.10 to conduct itself in compliance with the law in all business transacted via the Online Marketplace and to observe all relevant statutory and official requirements. In this regard, it is particularly important to comply with all consumer protection law provisions based on the laws of the relevant jurisdiction;

4.11 to ship ordered goods promptly (depending on availability and information about the product's delivery time) after the seller confirms the order to the delivery address indicated by the customer; the seller shall notify the Provider without undue delay if a product is unavailable or delivery is delayed;

4.12 when shipping products that may only be sold to persons of legal age, ensure that a shipping method is available that will prevent minors from accessing the shipment. For products that are offered solely in the 18+ area of the Online Marketplace, which customers can only access subject to age verification, the "personal registered mail" shipping method is sufficient for this purpose;

4.13 to confirm dispatch of the products to the Provider without undue delay. Confirmation may only be given if the goods are shipped forthwith;

4.14 to notify the Provider without undue delay in the event that, in the exceptional case, a product purchased by the customer is not available or not immediately available, and to pay any contractual penalty imposed pursuant to clause 15 of these Terms and Conditions;

4.15 to always provide accurate warehouse information for its offers and, in the case of non-EU seller shipping goods from warehouses located in the EU, to provide the VAT ID for each warehouse location. The seller shall give notice of any changes of its own accord. The seller shall be liable for any incorrect information and shall compensate the Provider in full for any loss or damage incurred as a result.

The Provider expressly reserves the right to impose a contractual penalty if a product is unavailable, depending on how frequently disruptions in deliveries occur with the respective seller. Further information is available in clause 15 of these Terms and Conditions and in the Seller Guidelines. The Seller Guidelines (Händlergrundsätze) are available here;

4.16 to respond to customer inquiries about a product or other inquiries, such as responding to a complaint or processing returns within 48 hours (weekdays from Monday to Friday; excluding public holidays);

4.17 to ensure availability by telephone during normal business hours (generally on working days between 9:00 a.m. and 5:00 p.m.) and to ensure availability by e-mail and mail;

4.18 not to request the customer to pay the seller directly;

4.19 the Seller Guidelines in addition to clause 4 of these Terms and Conditions;

4.20 the Provider has the right to verify compliance with the obligations at any time – specifically, but without limitation, in the event of complaints by third parties – by means of control measures as appropriate in the individual case and, if necessary, to take action under clause 14 "Sanctions for violations" of these Terms and Conditions or to terminate the agreement in accordance with clause 19 of these Terms and Conditions;

4.21 the seller shall be responsible for securing the documents, reports, transaction data and other information provided by the Provider on its systems. This agreement does not cover any permanent provision of such information by the Provider.

5 Other obligations of the seller & grant of license

5.1 The seller grants the Provider a royalty-free, non-exclusive, worldwide, perpetual, comprehensive, transferable license to use, reproduce, present, display, process and disseminate all materials provided, such as images, texts, descriptions, including the right to publish such content in print media, online on the Online Marketplace and at third party providers, etc., including for advertising purposes. The seller must be able to document the chain of title, including the authority to transfer licenses, in writing at any time and to provide such documentation to the Provider on first demand.

If the seller's authority expires or it turns out that it never had such authority, the seller shall notify the Provider without undue delay upon learning of this and in due time before the authority expires. In particular, the seller shall ensure that it also procures the appropriate rights for continued storage and/or repeated use or that it arranges for the deletion of data as soon as the rights expire or it turns out that no such rights exist or do not exist to the extent required.

The seller guarantees that the content and products it provides in the context of using the Online Marketplace and performing its contractual obligations to customers are not encumbered by the rights of third parties or that it has procured the relevant licenses from the holders thereof (including photographers, designers, depicted persons, copywriters, brand proprietors, etc.) to use and grant corresponding rights to third parties in the respective locations of the Online Marketplace/countries of delivery.

The seller shall be solely responsible for ensuring that the data stored by it on the Online Marketplace and kept available there as intended is lawfully stored and retained. In particular, it shall ensure that it also procures the appropriate rights for continued storage and/or repeated use or that it arranges for the deletion of data as soon as the rights expire or it turns out that no such rights exist or do not exist to the extent required.

5.1.1 The entire content of the Online Marketplace is protected under database law by a database right in favor of the Provider as the maker of the database.

5.1.2 The seller shall not acquire any database rights by posting data and/or a database on the Online Marketplace.

5.2 The seller hereby agrees to customers being given the opportunity to rate the products and services they ordered on the Online Marketplace based on defined criteria, such as the quality of the delivery, product, and communication.

5.3 the Provider has the right to verify compliance with the seller's obligations under clause 5 of these Terms and Conditions at any time – specifically, but without limitation, in the event of complaints by third parties – by means of control measures as appropriate in the individual case and, if necessary, to take action under clause 14 "Sanctions for violations" of these Terms and Conditions or to terminate the agreement in accordance with clause 19 of these Terms and Conditions.

6. Prices and shipping costs

6.1 The seller shall post its products on the Online Marketplace, indicating a gross end price (including VAT, if required).

6.2 With respect to any taxes, charges and/or customs duties due on the products offered by the seller, the seller shall be solely responsible for determining whether such taxes, charges and/or customs duties are due and for paying these if necessary.

6.3 Unless the seller offers free shipping, the seller may enter the shipping costs in the shipping settings as it sees fit. If the seller does not offer free shipping but has not entered any shipping settings either, the Shipping cost rules for seller (Versandkostenregelungen für Händler), which are based on the customary market standard, will be applied.

6.4 The seller shall furthermore comply with the Incoterm DDP (delivered duty paid) for deliveries from third countries: this means that the seller shall bear all costs and risks associated with the transport of the goods to the destination and the obligation to clear the goods not only for export but also for import, to pay all duties for both export and import and to complete all customs formalities.

7 Fees

7.1 The seller shall pay the applicable fees set out in the Overview of payment conditions (which can be viewed here) for using the Online Marketplace. The fees shall also cover the payment services to be provided by the Payment Service Provider. No separate fees will be charged by the Payment Service Provider.

7.2 The fees comprise the base fee based on your selected marketing package and a commission on the proceeds of each sale explained in more detail in the Overview of payment conditions.

7.2.1 The base fee is due immediately upon contracting and is generally payable at the end of the month.

7.2.2 The commission is due upon the sale of the respective product.

7.2.3 The seller may not disclose the fees and commissions payable by it to the customer.

The Provider may change the fee rates at any time. The amended fee rates will be sent to the sellers by e-mail no later than 14 days prior to the date on which they enter into effect. If the seller fails to object to the application of the amended fee rates within 14 days, the amended fee rates shall be deemed accepted. If the seller objects to the application of the amended fee rates within the specified period, the Provider reserves the right to cancel the seller account in accordance with clause 19 of these Seller Terms and Conditions.

7.3 The base fee and the commission shall be billed by deducting the total fee from the seller's sales proceeds before disbursement to its account.

7.4 The Provider shall as a rule provide the seller with a monthly invoice for the services provided by the Provider which may be accessed in its seller account. The seller will receive a reminder by e-mail in each case. If a party objects to the invoice, it shall notify the other party in text form or by e-mail within 21 days of receipt of the invoice, stating the reasons for the objection. If a party fails to give any such notice, it shall be precluded from raising those objections at a later time.

7.5 With respect to sales made in the context of the "deemed supplier" model via the Online Marketplace, the Provider shall, contrary to the provisions in paragraph 1, provide the seller with a self-billing invoice on a monthly basis for tax purposes. Affected orders will be marked by the Provider accordingly in the booking and sales report so that the seller can correctly meet its tax obligations. It shall be incumbent upon the seller itself to correct any self-billing invoice, in particular in the event of non-compliance with the obligations under clause 3.10.2. In all other respects, the provisions on billing shall apply analogously.

8. Formation of contract and settlement of purchase

8.1 In the case of sales via the Online Marketplace, the seller is the sole counterparty of its customers acquired via the Online Marketplace. As between third party sellers and customers, the Provider acts merely as an intermediary with respect to sales via the Online Marketplace.

8.2 The seller shall be solely responsible for the formation and settlement of contracts it enters into via the Online Marketplace, which shall nevertheless be subject to these Seller Terms and Conditions.

8.2.1 Insofar as necessary for implementing the contract (e.g., sending the order confirmation or in the event of a failure to respond to a complaint in a timely manner or at all), the Provider shall in any event remain authorized pursuant to clause 3 of these Terms and Conditions to act as a representative of the seller and accept or issue declarations vis-à-vis the customer and, where applicable, other sellers and to perform acts such as canceling an order.

8.2.2 The seller shall be obligated to take back waste equipment from end customers regardless of the size of its warehouses. Should the seller fail to comply with this or other obligations to which it is subject under this agreement with respect to the German Electrical and Electronic Equipment Act (Elektrogesetz – ElektroG) or under the Act itself, the Provider shall be entitled to take action itself and charge any costs it incurs to the seller.

8.3 The seller shall have no right to any purchase contract being concluded. The Provider shall not be responsible for the formation or settlement of the contracts entered into between the sellers and the customers. Nor shall the Provider have any legal obligations with respect to performance or liability for defects in quality or defects in title for the contracts entered into via the Online Marketplace.

8.4 The customer initiates the purchase process when it adds the desired item to its shopping cart by clicking on the button on the respective offer page. By clicking the "Buy now" button in the shopping cart view, the customer submits a binding offer to enter into a contract for purchase.

The Provider confirms receipt of the order in the seller's name electronically by means of an "order confirmation". However, this does not yet constitute an acceptance of the offer.

The contract for purchase is formed only upon shipping confirmation of the respective products, which constitutes the seller's declaration of acceptance. If the customer pays for its order by SEPA transfer of the purchase price to the bank account of the Payment Service Provider ("Payment in Advance" payment option), the shipping confirmation will not be deemed to be the seller's declaration of acceptance, but rather the order confirmation/payment request issued in advance by the Provider.

The purchase price will be due immediately upon concluding the purchase contract. The customer shall pay the purchase price to the Payment Service Provider. Settlement with the seller will be effected thereafter in accordance with the arrangements made in the Master Payment Services Agreement (Summary in clause 9 et seq. below).

8.5 If a purchase contract is concluded, the Provider shall provide the parties (seller/customer) with the information necessary for implementing the contract.

8.6 Delivery of the items purchased via the Online Marketplace shall generally take place by shipping the goods. When products which may only be sold to persons of legal age are shipped, the requirements specified in clause 4 must be complied with in particular. The customer shall furthermore only be able to pick up the products if the seller has expressly agreed to this procedure in advance.

9 Settlement of payments

9.1 The Payment Service Provider shall be the sole provider of payment services vis-à-vis the seller.

9.2 Customers may select from the payment options available on the Online Marketplace or the payment methods offered by third parties, including Klarna or Consors Finanz, to pay for the seller's products.

9.2.1 The available payment methods in Germany include specifically, but without limitation, payment via Payment in Advance, PayPal, credit card and Sofortüberweisung, for example.

9.2.2 The payment methods offered by Klarna in Germany include in particular payment via Klarna Invoice and Klarna installment purchase, for example.

9.2.3 Consors Finanz offers customers in Germany a financing purchase, for example.

9.2.4 Other payment methods and deviations depending on the top-level domain are hereby reserved.

9.3 Regardless of what payment method is used, payment is always settled via the Payment Service Provider; invoicing is performed by the seller itself as a rule. The seller's invoice must contain the following notice to the customer:

"Important! Do not remit any payments to our account. Payment is made to cflox GmbH."

If payment methods are offered by Klarna, the seller's invoice must contain the following notice to the customer:

"Important! Do not remit any payments to our account. Payment is made to cflox GmbH. If you have paid via Klarna, you will receive a separate payment instruction from Klarna. For more information on Klarna, visit www.klarna.de."

9.4 With respect to payment methods offered by Klarna, the seller irrevocably accepts that customers may only discharge their payment obligations by making payment to Klarna. Klarna will send the customer payment information. With respect to invoicing, reference is made to clause 9.3 of these Terms and Conditions.

9.5 Please also note that if the "deemed supplier" model (for details see clause 3.10) applies, the Provider will send an invoice for the goods sold to the end customer. Of course, you remain the counterparty to the transactions with your customers and are responsible for product liability and warranty claims as you are now.

9.6 With respect to the available payment methods, the provider of the respective payment method and/or the Payment Service Provider may check and evaluate the information provided by the customer. It will exchange information with other companies and credit agencies if it has legitimate cause to do so. If the customer's creditworthiness is not guaranteed, the customer's selected payment method(s) may be declined and it may be advised of alternative payment options.

9.7 If the payment methods "payment on account" and "installment purchase" are selected, Klarna will check and evaluate the information provided by the customer and exchange information with other companies and credit agencies if it has legitimate cause to do so. If the customer’s creditworthiness is not guaranteed, the customer’s selected Klarna payment method(s) may be declined by Klarna and it must be advised of alternative payment options.

9.8 If the payment method "Consors Finanz" is selected, Consors Finanz will check and evaluate the information provided by the customer and exchange information with other companies and credit agencies if it has legitimate cause to do so. If the customer's creditworthiness is not guaranteed, the customer's selected payment method(s) may be declined by Consors Finanz and it must be advised of alternative payment options.

10 Assignment of receivables

10.1 As set out in more detail in the Master Payment Services Agreement, the seller undertakes to assign to the Payment Service Provider on an ongoing basis all receivables arising from the sale of products. Further information is available here.

10.2 Once the relevant amounts have been paid, the further assertion of any existing claims arising from the sale of products via the Online Marketplace shall be excluded. The seller expressly agrees to refrain from any alternative enforcement of any claims against end customers arising from the sale of products via the Online Marketplace once the relevant amounts have been paid.

11 Payment terms

11.1 The amount payable to the seller shall be calculated based on the nominal value of the seller's proceeds from the sale to the customer less the fee due to the Provider.

11.2 Depending on the top-level domain at which the respective storefront used by the seller is operated, payment is made in the national currency of the respective storefront.

11.3 The Payment Service Provider shall pay the sales proceeds less the agreed fee payable to the Provider. The Master Payment Services Agreement in place between the seller and the Payment Service Provider shall serve as the basis for the settlement of payments.

11.4 The amounts payable shall be paid in accordance with the terms of the Master Payment Services Agreement with the Payment Service Provider.

12 Right of withdrawal and rescission

12.1 If the customer is a consumer within the meaning of the relevant statutory provisions, the customer shall have the right to withdraw from the contract entered into between the customer and the seller in writing within 14 days from the day on which the customer takes possession of the product (or of the last product, partial shipment or unit if the contract involves multiple items in a single order or delivery of a product in multiple partial shipments or units) without stating any reasons. 12.1.1 If withdrawal is validly declared, the seller must take back the delivered products and cancel the order without undue delay in the Provider's system after receiving the goods, so that the purchase price and any shipping costs paid can be refunded to the customer.

12.1.1 If withdrawal is validly declared, the seller must take back the delivered products and cancel the order without undue delay in the Provider's system after receiving the goods, so that the purchase price and any shipping costs paid can be refunded to the customer.

12.1.2 Insofar as the costs for return shipment shall not be assumed by the customer, they shall be borne by the seller. If the purchase price of the returned product exceeds 40.00 EUR/990 CZK (40.01 EUR/990.01 CZK excluding postage costs and excluding discounts activated by the customer), the seller shall bear the costs of the return. In addition to these standard return shipment rules, the seller may offer the customer even better terms at its discretion, e.g. an extended returns period or free returns.

12.1.3 The Provider expressly reserves the right to charge the seller for any costs incurred by the Provider due to a late cancellation notice or delays in the return process. The same applies mutatis mutandis in the case of returns for other reasons.

12.1.4 Any compensation for lost value to be claimed, insofar as this cannot be precisely quantified, may only be claimed in a commercially reasonable and plausible amount; in this case as well, the Provider reserves the right to claim any costs it incurs due to unjustified claims for compensation for lost value from the seller.

12.2 In all other cases involving returns, in particular in connection with a complaint, the seller shall also be required to accept the return, including from the customer directly and process it in compliance with the relevant statutory provisions. Upon receipt of the products, the seller shall in particular inspect the products and, depending on the specific case, repair or replace them within three weeks. In the event of doubt, the seller must contact the Provider.

12.3 If the customer consents, the Provider gives the seller the additional option of canceling an order even without taking back the delivered products (returnless refund). If the seller does not expressly inform the customer upon cancellation of the order that it is waiving its right to have the goods returned, the lack of any response by the seller 4 weeks after cancellation shall constitute a waiver of that right.

12.4 For processing reasons, seller are in any case prohibited from refusing to accept returns. However, such acceptance shall not constitute a legally binding acknowledgment of any claims.

12.5 In contentious cases which cannot be clarified by the Provider by mutual agreement of the parties (e.g., in case of conflicting statements by the seller and the customer), the seller must clarify the matter with the customer on its own responsibility.

12.6 If the Provider has a reasonable suspicion of fraud on the part of the customer or the seller, the Provider shall be entitled to cancel the orders in question. With respect to any claims of the Provider and further sanctions, reference is also made to the provisions of clause 15 et seq. of these Terms and Conditions.

13 Warranty

The seller's warranty obligations and liability as against the customer shall be governed by the relevant statutory provisions in the given case, which may not be waived to the detriment of the customer by standard terms and conditions.

14 Sanctions for violations

14.1 If a seller

  • receives repeated complaints or poor reviews from third parties on its performance as a seller or its products and it would be appropriate to block it in order to safeguard the interests of the other users;
  • provides incorrect information in its account;
  • transfers its seller account or grants third parties access to it;
  • causes substantial harm to third parties or to the Provider itself;
  • or if the Provider has reason to suspect that
  • a seller has breached its contractual obligations including to the extent these arise pursuant to these Terms and Conditions;
  • failed to comply with the specifications of the Help Pages;
  • violated the rights of third parties;
  • the law;
  • or good morals;

or a comparable situation arises, the Provider may at its discretion take action as set out below, taking into account the legitimate interests of the relevant seller; the individual actions are not listed in any order or priority nor is the Provider bound to take actions in any specific order of priority:

14.1.1 after informing the customer, complaints are closed and outstanding orders canceled;

14.1.2 the Provider reprimands the seller;

14.1.3 the Provider removes products or content posted by the seller;

14.1.4 the Provider restricts the seller's authorization to use the Online Marketplace;

14.1.5 the Provider blocks the seller's account temporarily or permanently;

14.1.6 the Provider definitively blocks the seller's account and gives the seller notice of termination. The Provider shall notify the Payment Service Provider of such termination, whereby the Payment Service Provider shall also be entitled to terminate the Master Payment Services Agreement with the seller.

14.2 Provided it has a legitimate interest, the Provider shall furthermore be entitled at any time to withhold a portion of the seller's balance for at least 90 days or until the facts have been fully clarified. The Provider shall provide the relevant information on the amount to be withheld by the Provider from the seller.

15 Contractual penalty for cancellations

15.1 The actual and immediate or timely availability of the products is a material requirement for the functioning of the Online Marketplace. If a product purchased by the customer is not available or not immediately available or not available on schedule, the seller shall notify the Provider without undue delay. If a product is unavailable, the seller shall pay the Provider an amount which shall be determined by the Provider at its due discretion and, in the event of a dispute, shall be reviewed by the competent court for its appropriateness.

15.2 In the event that the seller, contrary to its obligations under clause 4, offers products the sale or form of which violates the laws, official orders, the rights of third parties or good morals of the jurisdiction governing the respective customer, the seller shall pay a contractual penalty to the Provider, the amount of which shall be determined by the Provider at its due discretion and, in the event of a dispute, shall be reviewed by the competent court for its appropriateness.

16 Liability of the Provider

16.1 The Provider and its vicarious agents shall only be liable for willful and grossly negligent conduct, culpable injury to life, limb or health, negligent breach of a material contractual obligation (a material obligation is an obligation, the performance of which is essential to achieving the contractual purpose and on which the seller may therefore generally rely), breach of a guarantee which is expressly designated as such, and in cases of strict liability under the German Product Liability Act. In cases of a negligent breach of a material contractual obligation, liability shall be limited to damages that were reasonably foreseeable for the Provider under the circumstances at the time of contracting. In all other respects, liability shall be excluded.

16.2 The Provider and its vicarious agents shall furthermore not be liable for any delay in providing the Online Marketplace or failing to provide the Online Marketplace at all, or any technical failures of the Online Marketplace for reasons, events or other circumstances that are beyond the reasonable control of the Provider and its vicarious agents and for which it is therefore not responsible.

16.3 The Provider shall only be liable for the loss of data under the above paragraphs if such loss could not have been prevented by reasonable data backup measures on the part of the seller.

17 Indemnification of the Provider against claims based on infringements of rights and breaches of duties of cooperation by the seller

The seller shall indemnify the Provider upon first demand against any and all claims and liabilities asserted by third parties (on any legal grounds whatsoever) against the Provider based on any infringement of their rights or infringements of rights based on offers and/or content posted by the seller and for which the seller is responsible and/or with respect to the goods and services designated for the fulfillment of the contract. In this respect, the seller shall bear the necessary costs of all measures required as a result thereof, including the necessary costs of any legal defense on the part of the Provider incurred as a result. The foregoing shall not apply to the extent that the seller is not responsible for the infringement of rights. The aforementioned obligation shall also apply in favor of the provider's officers and employees.

Furthermore, in the event of disputes with third parties, e.g., in the case of cease-and-desist letters or notices of breach, the seller shall provide the Provider without undue delay upon first demand all information relating to the dispute and necessary for mounting a defense. The seller shall also refrain from taking any action that runs counter to compliance with its duties of cooperation. In particular, the seller shall disclose without undue delay the information on chains of title under clauses 4.5.and 5.1 in the event that it receives cease-and-desist letters involving trademark or copyright infringements and shall provide supporting documents in written form for this purpose.

18 Data protection

18.1 The seller has adequate knowledge of the type, scope, location and purpose of the collection, processing and use of the personal data required to registering for and use of the Online Marketplace (see privacy policy).

18.2 In full knowledge of the privacy policy, the seller hereby expressly consents to the collection, processing and use of its personal data and revocably grants to the Provider the right to promote it, even without making specific reference to the seller itself and/or specific offers/products of the seller (see privacy policy).

18.3 The seller, in full knowledge of the privacy policy, furthermore consents to the Provider disclosing personal data if this serves to identify any misuse of the platform or appears necessary in order for the Provider to prosecute its rights or mount a legal defense. Where the Provider has concrete indications of illegal or abusive activity or at the request of certain public agencies and in the case of cease-and-desist letters issued in connection with infringements of intellectual property rights, copyright or competition law, the Provider may disclose personal data to law enforcement authorities, tax authorities or authorities that prosecute administrative offenses subject to fines, as well as to third parties asserting claims based on an infringement of their rights, where applicable. The Provider is under no obligation to first verify whether the third party's claim is justified. Data may also be disclosed if this is necessary for performing the contractual agreement or is required based on a statutory, official or court order (see privacy policy).

18.4 With respect to data of other sellers and customers to which it becomes privy in the course of using the Online Marketplace, the seller shall process such data solely in the context of processing orders and shall not disclose it to third parties or exploit it commercially in any way. In particular, the seller shall

  • a) not send commercial e-mails to other sellers or customers without the prior consent of the persons concerned;
  • b) not contact customers or sellers beyond that which is necessary to process the transaction made via the Online Marketplace;
  • c) ensure that, with respect to the processing of transactions made via the Online Marketplace and the

processing of personal data associated therewith, all legal provisions under data protection law are complied with and that the necessary contractual agreements are in place with any service providers or other third parties engaged by the seller to process personal data and the seller has verified that the Provider's technical and organizational measures are appropriate.

In the event of any violations by the seller and specifically, but without limitation, in the event of violations of provisions of data protection law, the Provider expressly reserves the right to take action as specified in clause 14 "Sanctions for violations" of these Terms and Conditions and/or further legal action.

18.5 In all other respects, the seller acts on its own responsibility and is not bound by any instructions with regard to its handling of data.

19 Term and termination

19.1 The agreement on participation in the Online Marketplace shall be entered into for an indefinite term.

19.2 The seller may terminate the agreement on participation in the Online Marketplace at any time without notice. The Provider may terminate the agreement on participation in the Online Marketplace at any time subject to a notice period of 30 days. If the agreement is terminated subject to a notice period by the seller or the Provider, the Payment Service Provider shall have the right to terminate the Master Payment Services Agreement as well. Purchase contracts already in place as of the date of termination must still be performed and settled in full (including the processing of complaints). The provisions of this Agreement shall continue to apply to such purchase contracts until such time as they are finally settled. The Provider shall in particular be entitled to withhold a portion of the seller's balance until the facts have been fully clarified. The Provider shall provide the relevant information on the amount to be withheld by the Provider from the seller. The seller's account shall be deleted once all outstanding claims, orders and complaints have been settled in full.

19.3 The Provider's right to terminate the agreement without notice for good cause shall remain unaffected. The Provider may terminate the agreement on use of the Online Marketplace without notice in particular where:

19.3.1 the seller provides incorrect or incomplete information during the registration process under clause 3 of these Seller Terms and Conditions;

19.3.2 the seller cancels its direct debit authorization in favor of the Payment Service Provider;

19.3.3 the Terms and Conditions are amended and the Provider objects to the application of the revised Seller Terms and Conditions within the specified period;

19.3.4 the seller breaches its contractual obligations, including to the extent these arise pursuant to these Terms and Conditions, fails to comply with the specifications of the Help Pages, or violates the rights of third parties, the law, or good morals;

19.3.5 the seller breaches other contractual obligations and fails to remedy the breach even after being requested to do so by the customer.

19.4 If the Provider terminates the agreement, the seller shall have no claim to establishing a new contractual relationship regarding participation in the Online Marketplace and/or establishing a new seller account, including under a different name or designation.

19.5 Any notice of termination must be executed in writing, whereby notice of termination given by e-mail shall be deemed to satisfy the written form requirement.

20 Complaint management/mediation

The seller may initiate complaint proceedings with respect to the Online Marketplace. It may contact seller support at https://www.kaufland.de/seller/contact-form/. The Provider of the Online Marketplace is prepared to cooperate with the following mediators to settle any disputes out of court: Oliver Prothmann (President, Bundesverband Onlinehandel e.V.) and Wolfgang Wentzel (Managing Director, Bundesverband Onlinehandel e.V.); however, before initiating any such mediation proceedings, the parties should attempt to settle the matter through seller support for the Online Marketplace.

21 Miscellaneous

21.1 The Provider reserves the right to amend these Seller Terms and Conditions, the structure and design of the product presentations as well as the Online Marketplace itself, including the back-end functions and, where applicable, the Application Programming Interfaces (APIs) at any time without stating reasons.

21.1.1 The amended Seller Terms and Conditions will be sent to the seller by e-mail no later than 15 days prior to the date on which they are to enter into effect. If the seller fails to object to the revised Seller Terms and Conditions within 15 days from the date on which it received the e-mail, the amended Seller Terms and Conditions shall be deemed accepted. In the e-mail containing the amended Seller Terms and Conditions, the Provider shall advise the seller separately as to the significance of this deadline, the right to object and the legal consequences of the failure to respond. This amendment procedure shall not apply to amendments to primary contractual obligations. If the seller objects to the application of the amended Seller Terms and Conditions within the specified period, the Provider reserves the right to cancel the seller account in accordance with clause 19 of these Seller Terms and Conditions.

21.1.2 Notice of any potential amendments above and beyond the foregoing shall only be given if absolutely necessary.

21.2 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

21.3 Where the seller does not have a general place of jurisdiction in Germany or the seller is a merchant within the meaning of the relevant statutory provisions, the place of jurisdiction for all legal disputes shall be the registered office of the Provider. The Provider shall also be entitled to bring suit at the seller's general place of jurisdiction.

21.4 The seller may only set off claims that are uncontested or have been declared final and binding by a court of law.

21.5 The seller may only transfer rights and obligations under this agreement with the prior written consent of the Provider. The Provider reserves the right to transfer all or specific rights and obligations under this agreement to third parties. The Provider shall give the seller two weeks' notice prior to the intended transfer. The Provider shall in particular be entitled to transfer the contract entered into on the basis of these Terms and Conditions to its legal successors in the event of a partial or complete transfer of the operation of the platform to a third party. Consent to the transfer of operations may only be withheld if serious doubts exist about the successor's capability in technical and/or financial terms. The seller's consent will not be required if the operations are transferred to affiliated companies of Schwarz Group.

21.6 Should any provision of this agreement be or subsequently become invalid, either in whole or in part, this shall not otherwise affect the validity of these Seller Terms and Conditions. Any invalid provision shall be replaced by the statutory provisions. The foregoing shall also apply if the Seller Terms and Conditions contain an unintended omission.

21.7 In the event of inconsistencies between the German version and other language versions or otherwise in cases of doubt, the German version shall prevail.