1.1 The following Retailer Terms and Conditions ("Terms and Conditions") shall govern the use of the online marketplace provided by Kaufland e-commerce GmbH, with its registered office at Stiftsbergstraße 1, 74167 Neckarsulm, Germany, mailing address: Marktplatz: kaufland.de, c/o real,- Digital Payment & Technology Services GmbH, Habsburgerring 2, 50674 Cologne, Germany (hereinafter referred to as the "Provider") at the website "www.kaufland.de" or another Internet domain provided and designated by the Provider (hereinafter referred to as "kaufland.de").
1.2 The Provider offers commercial third party providers (hereinafter referred to as "Retailers") the opportunity to list products on kaufland.de and distribute them to retail and business customers (hereinafter referred to as "Customers") via kaufland.de in accordance with the provisions of these Retailer Terms and Conditions.
1.3 Provisions deviating from these Retailer Terms and Conditions, other standard terms and conditions or other terms of the Retailers or third parties shall not form part of this agreement and shall only apply if the Provider has given its express written consent thereto.
The Provider shall offer the Retailer use of the online marketplace during the contract term subject to these Retailer Terms and Conditions.
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.
Retailers also have the option to book additional marketing services from the Provider for a fee (for more information, please contact Retailer Support). These Retailer Terms and Conditions shall also govern those services to the extent applicable.
In addition to the use of the online marketplace kaufland.de, the Provider shall also provide Retailers as an ancillary service the safe and reliable settlement of payments through an external payment service provider: real,- Digital Payment & Technology Services GmbH ("Payment Service Provider").
For purposes of settling payments between Customers and Retailers, the Provider has entered into a cooperation agreement with real,- Digital Payment & Technology Services GmbH, a German limited liability company (GmbH), with its registered office in Hansaallee 299, 40549 Düsseldorf, Germany (the "Payment Service Provider"). The Payment Service Provider is entered in the commercial register of the Local Court (Amtsgericht) of Düsseldorf under number HRB 78552. It is authorized to provide payment services and is authorized by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as a payment institution within the meaning of section 1 (1) sentence 2 no. 5/no. 6 of the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz – ZAG). It is entered in the Register of Payment Institutions published on BaFin's website. The Payment Service Provider meets the safeguarding requirements relating to funds received by the Retailers in their capacity as a payment service user by means of a bank guarantee within the meaning of section 17 ZAG.
The Payment Service Provider offers payment services for the settlement of contracts for the purchase and sale of products between the Customer and the Retailer which are entered into on the kaufland.de online marketplace. The Payment Service Provider receives payments on behalf of the Retailer on its own account at a credit institution and pays out the funds from the sale of the products to the Retailer.
By accepting this agreement and using the marketplace, Retailers 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 online at kaufland.de and the Retailers 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 Retailer, 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 Retailer. 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.
Offers are based on the following key parameters:
In addition, results will also always be displayed for offered products for the sale of which the respective Retailer has agreed to pay an additional advertising fee. These search results are marked as "advertisement". For further information on sponsored products ads, see https://marketplaceworld.de/sponsored-product-ads-auf-kaufland-de/.
Furthermore, results for offers of a retailer may also be displayed as an "advertisement", given that other third parties admitted to participate in the sponsored products ads program, such as particular product manufacturers and/or suppliers, agree to pay the corresponding advertisement fee. It should be noted, however, that this does not constitute a right of the retailer to display the advertisements, but rather that the contractual relationship applicable to the respective participant in the sponsored products ads program is decisive for the display.
In order to participate in the marketplace, a registered Retailer account is required. By completing the registration process on the marketplace, the Provider and the Retailer enter into a legally valid agreement on the use of the marketplace subject to these Retailer Terms and Conditions. However, Retailers have no right to register for and participate in the marketplace.
Retailers 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, Retailers will not be able to complete the registration process and sell products on this website. For this purpose, the Retailer authorizes the Provider and revocably consents to having the Provider send the Retailer's application to enter into a Master Payment Services Agreement to the Payment Service Provider along with certain identification data the Retailer 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 Retailer.
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 required in the sign-up process, such as, among other, the permanent establishment certificate (if relevant) as well asappropriate supporting documents, in particular a copy of the current trading license and, where the Retailer 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 as well as by submitting additional documents, in particular those necessary for verifying the Retailer's identity under anti-money laundering law and implementing the procedures used for the purpose of identifying the counterparties. Registration for the 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 Retailers. 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 Retailer account, the Retailer shall also provide its full address information in accordance with the registration form, specifically including, but not limited to:
3.3.1 company name, tax number, VAT ID number, OSS ID number (if relevant),bank details, e-mail address and telephone number; and
3.3.2 add information on the beneficial owner; and
3.3.3 select a user name permitting no association with Kaufland and a sufficiently secure password (hereinafter referred to as "Access Data"), which is adequately protected against access by third parties.
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 Retailer shall send the documents requested by the Provider on first demand or allow the control measures to be carried out. If the Retailer 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 Retailer 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 true and complete.
The Retailer shall treat all information provided up to date, 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 Retailer is incorrect or incomplete, the Provider may terminate and delete the Retailer account without notice.
By sending the completed registration form and the Master Payment Services Agreement, the Retailer makes a binding offer to enter into the agreement on use of the Marketplace (i) subject to these Retailer 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 marketplace used. Once the review is completed, the Provider will send the Retailer an "approval e-mail". The agreement on use of the kaufland.de marketplace subject to the provisions of these Retailer Terms and Conditions and the payment services shall be formed upon the Retailer's receipt of said approval e-mail.
3.7 Multiple registrations of a Retailer on the marketplace are only permitted with the Provider's prior written consent.
3.8 The Retailer may not disclose its Access Data, in particular its password, to third parties under any circumstances. If third parties nevertheless gain access to the Retailer account or if the Retailer otherwise suspects that its account is being misused, the Retailer 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.
3.9 By entering into this agreement, the Retailer 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 Retailer 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.
3.10 In the case of shipments of goods sent from an EU location to an EU customer if the Retailer is not located in the EU; as well as in the case of shipments of goods sent directly from a non-EU location to an EU customer, if the value of the shipment (sales price, incl. taxes and duties, excl. transport and insurance costs) does not exceed 150 euros, the VAT regulation for e-commerce ("EU Digital Package 2021") and thus the so-called "Deemed Supplier" model is applicable. Under the so-called "Deemed Supplier" model, the marketplace operator is required by law to pay VAT on certain transactions, even though he is not the actual Retailer of the products. The basis for this obligation is a legal fiction which declares the Retailer, i.e. the actual Retailer, to be the supplier of the marketplace operator and declares the latter to be the person liable for the VAT.
Sellers whose shipments of goods meet the requirements of the previous paragraph, in whole or in part, therefore further commit themselves to the following:
3.10.1 In the event that the "Deemed Supplier" model is applicable and shipments of goods from a non-EU location are sent directly to EU customers, where the value of the shipment does not exceed 150 Euros, the Retailer is obliged to use the Kaufland.de IOSS-ID number made available by the Provider for such transactions via the Provider's platform.
The Kaufland.de IOSS-ID number communicated by the Provider must always be treated confidentially by the Retailer and may not be passed on to third parties by the Retailer unless this is absolutely necessary for order processing. In the event of disclosure to third parties in the context of order processing, the Retailer must take all necessary precautions to ensure that the third parties treat the communicated Kaufland.de IOSS-ID number as confidentially as the Retailer himself.
Further information can be found here.
3.10.2 In the event that a Retailer who is not established in the EU and does not maintain a permanent establishment in the EU does not provide any or incomplete information regarding the relevant VAT identification number of the respective country for its warehouse located in the EU, the Retailer hereby confirms to the provider that the German VAT identification number is relevant. The Provider will use the German VAT identification number provided by the Retailer to process these transactions accordingly.
3.10.3 Splitting an order from a non-EU warehouse into multiple shipments is strictly prohibited, as the identification of the "Deemed Supplier" model is determined based on the customer orders as well as the warehouse information provided by the retailer.
3.10.4 Furthermore, the Provider shall not assume any liability for incorrect credit notes based on actions in breach of contract of the Retailer, and it must be taken into account that the "Deemed Supplier" model is merely a fiction under tax law. Accordingly, the supplier does not assume any product liability inthe "Deemed Supplier" model. The Retailer remains the responsible contractual partner for the customer.
In the event that the Retailer does not comply with the above requirements, the Provider reserves the right to take measures in accordance with section 14 "Sanctions for violations" of these terms and conditions, or to terminate the contract in accordance with section 19 of these terms and conditions. If a Retailer provides incorrect or incomplete information, the Provider is also entitled to terminate and delete the Retailer's account without notice.
The Retailer shall accept and comply with all relevant legal provisions, the provisions set out in these Retailer Terms and Conditions and all terms, conditions and guidelines on the viewable pages (hereinafter referred to as "Help Pages") when using the 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 Retailer to visit these Help Pages regularly and check for any new updates.
The Retailer 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 Retailer may freely dispose and transfer title therein to the Customer; the products must already be in the Retailer'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 Retailer 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 Retailer 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 marketplace product blacklist;
4.7 to provide the Provider of the 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 Retailer shall provide the Provider with only those product illustrations/images in which the Retailer holds the license and may transfer to the Provider.
The Retailer furthermore undertakes specifically, but without limitation:
4.8 to enter and display the products it intends to sell to Customers in the marketplace database using the relevant functionalities in its Retailer account, in particular as follows:
4.8.1 The Retailer shall describe the product for purchase accurately and as precisely as possible; in this respect, the Retailer may add a descriptive comment to the products; in the case of used products, the Retailer must do so. Every comment must be true and complete and must in particular correctly reflect the condition of the product. The Retailer 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 any laws 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 Retailer 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).
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 kaufland.de-18+ area (kaufland.de-Ü18).
4.9 to allow the Provider to assign the posted products to the relevant categories on the marketplace and to verify their categorization on the marketplace within 72 hours after the product offers go live.
4.9.1 The products will be assigned to the relevant categories on the marketplace based on the information provided by the Retailer; 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 Retailer 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 Retailer 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 Retailer undertakes specifically, but without limitation:
4.10 to conduct itself in compliance with the law in all business transacted via the marketplace and to observe statutory and official requirements. In this regard, it is particularly important to comply with all consumer protection law provisions;
4.11 to ship ordered goods promptly (depending on availability and information about the product's delivery time) after the Retailer confirms the order to the delivery address indicated by the Customer; the Retailer 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 kaufland.de 18+ area of the 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.
4.15 to always indicate applicable warehouse information for its offers and, in the case of Retailers who are not located in the EU and ship goods from warehouses located in the EU, to provide the VAT identification number per warehouse location. Any changes must be communicated by the Retailer without being asked. The Retailer shall be liable for any incorrect information and any damages incurred as a result to the Provider shall be fully compensated by the Retailer.
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 Retailer. Further information is available in clause 15 and in the Retailer Guidelines. The Retailer 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 Retailer directly;
4.19 the Retailer Guidelines shall apply in addition to the provisions of clause 4.
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 20 of these Terms and Conditions.
5.1 The Retailer guarantees that the content and products it provides in the context of using the 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 (photographers, designers, depicted persons, copywriters, brand proprietors, etc.) to use and grant corresponding rights in the countries of delivery. The Retailer shall be solely responsible for ensuring that the data stored by it on the 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.
The Retailer grants the Provider a royalty-free, non-exclusive, worldwide, perpetual, comprehensive, transferable license to use, reproduce, present, display and disseminate all materials provided, such as images, texts, descriptions, including the right to publish such content in print media, online, on CD-ROM, etc., including for advertising purposes. The Retailer 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 Retailer's authority expires or it turns out that it never had such authority, the Retailer shall notify the Provider without undue delay upon learning of this and in due time before the authority expires.
5.1.1 The entire content of the 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 Retailer shall not acquire any database rights by posting data and/or a database on the marketplace.
5.2 The Retailer hereby agrees to Customers being given the opportunity to rate the products and services they ordered on the marketplace based on defined criteria, such as the quality of the delivery, product, and communication.
5.3 The Provider has the right in this case as well 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.
6.1 The Retailer shall enter its products into the marketplace database, 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 Retailer, the Retailer 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 Retailer offers free shipping, the Retailer may enter the shipping costs in the shipping settings as it sees fit. If the Retailer does not offer free shipping but has not entered any shipping settings either, the Shipping cost rules for Retailers (Versandkostenregelungen für Händler), which are based on the customary market standard and can be viewed here, will be applied.
6.4 The Retailer also commits to comply with the Incoterm DDP (delivered duty paid) for deliveries from third countries: this means that the Retailer bears all costs and risks related to the transport of the goods up to the place of 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 take care of all customs formalities.
7.1 The Retailer shall pay the applicable fees set out in the Overview of payment conditions (which can be viewed here) for using the 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 Retailer 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 Retailers by e-mail no later than 14 days prior to the date on which they enter into effect. If the Retailer fails to object to the application of the amended fee rates within 14 days, the amended fee rates shall be deemed accepted. If the Retailer objects to the application of the amended fee rates within the specified period, the Provider reserves the right to cancel the Retailer account in accordance with clause 19 of these Retailer Terms and Conditions.
7.3 The base fee and the commission shall be billed by deducting the total fee from the Retailer's sales proceeds before disbursement to its account.
7.4 The Provider shall normally provide the Retailer with a monthly invoice for the services provided by the Provider which may be accessed in its Retailer account. The Retailer 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.
With regard to sales within the "Deemed Supplier" model via Kaufland.de, the Provider will issue a monthly tax credit note to the Retailer in deviation from the previous paragraph. Affected orders will be marked accordingly by the Provider in the booking and sales report so that the Retailer can correctly perform his tax obligations. The correction of any credit note is the responsibility of the Retailer himself, in particular in the event of non-compliance with the obligations set out in paragraph 3.10.2. In all other respects, the regulations on invoices apply analogously.
8.1 In the case of sales via the marketplace, the Retailer is the sole counterparty of its Customers acquired via the marketplace. As between third party retailers and Customers, the Provider acts merely as an intermediary with respect to sales via the marketplace.
8.2 The Retailer shall be solely responsible for the formation and settlement of contracts it enters into via the marketplace, which shall nevertheless be subject to these Retailer 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 to act as a representative of the Retailer and accept or issue declarations vis-à-vis the Customer and, where applicable, other Retailers and to perform acts such as canceling an order.
8.3 The Retailer 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 Retailers 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 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 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 Retailer'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 Retailer'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 Retailer 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 (Retailer/Customer) with the contact data necessary for implementing the contract.
8.6 Delivery of the items purchased via the 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 Retailer has expressly agreed to this procedure in advance.
9.1 The Payment Service Provider shall be the sole provider of payment services vis-à-vis the Retailers.
9.2 Customers may select from the payment options available on the online marketplace or the payment methods offered by the financing service of Klarna or Consors Finanz to pay for the Retailer's products.
9.2.1 The available payment methods include specifically, but without limitation, payment via Payment in Advance, PayPal, credit card, and Sofortüberweisung.
9.2.2 The payment methods offered by Klarna include in particular payment via Klarna Invoice and Klarna installment purchase.
9.2.3 Consors Finanz offers Customers a financing purchase.
9.3 With the payment options Payment in Advance, PayPal, credit card, and Sofortüberweisung, payment is effected via the Payment Service Provider, and invoicing is performed by the Retailer himself. The Retailer's invoice must contain the following notice to the Customer:
"Important! Do not remit any payments to our account. Payment should be remitted to real,- Digital Payment & Technology Services 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."
Please note, however: In the event that the "Deemed Supplier" model (for more information, see section 3.10) applies, the Provider will send an invoice for the goods sold to the end customer. Of course, you remain the contractual partner of your customers and are responsible for product liability and warranty, as it was already the case before.
9.4 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.
9.5 If Klarna's available payment options "purchase on account" and "installment purchase" are selected, payment will be effected via Klarna, but invoicing is normally also via the Retailer itself. Klarna will only send the Customer payment information. The Retailer irrevocably accepts that Customers may only discharge their payment obligations by making payment to Klarna. The Retailer shall send the invoice to the Customer. The Retailer's invoice must contain the following notice to the Customer:
"Important! Do not remit any payments to our account. Payment should be remitted to real,- Digital Payment & Technology Services 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."
Please note, however: In the event that the "Deemed Supplier" model (for more information, see section 3.10) applies, the Provider will send an invoice for the goods sold to the end customer. Of course, you remain the contractual partner of your customers and are responsible for product liability and warranty, as it was already the case before .
9.6 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.
9.7 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.
10.1 As set out in more detail in the Master Payment Services Agreement, the Retailer undertakes to assign to the Payment Service Provider on an ongoing basis all receivables arising from the sale of products processed via Klarna and Credit card. Further information is available here.
10.2 The Retailer furthermore undertakes, including with respect to all other payment methods, solely in the event of non-payment by the Customer, unless such non-payment is due to defective execution of the order, to assign to the Payment Service Provider the relevant receivable due on the basis of the sale via the marketplace. Further information is available here.
10.3 Once the relevant amounts have been paid, the further assertion of any existing claims arising from the sale of products via the marketplace on kaufland.de shall be excluded. The Retailer expressly agrees to refrain from any alternative enforcement of any claims arising from the sale of products via the marketplace on kaufland.de once the relevant amounts have been paid.
11.1 The amount payable to the Retailer shall be calculated based on the nominal value of the Retailer's proceeds from the sale to the Customer less the fee due to the Provider.
11.2 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 Retailer and the Payment Service Provider shall also serve as the basis for the settlement of payments.
11.3 The amounts payable shall be paid in accordance with the terms of the Master Payment Services Agreement with the Payment Service Provider.
2.1 If the Customer is a consumer within the meaning of section 13 BGB, the Customer shall have the right to withdraw from the contract entered into between the Customer and the Retailer 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. With respect to commercial Customers, the Retailer may grant them a right of withdrawal at its discretion.
12.1.1 If withdrawal is validly declared, the Retailer 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 the costs for return shipment are not to be assumed by the Customer, these shall be borne by the Retailer. If the value of the returned product exceeds EUR 40 EUR (EUR 40.01 excluding postage), the Retailer shall assume the costs of return shipment. In addition to these standard return shipment rules, the Retailer may at its discretion offer the Customer even better terms, e.g., an extension of the deadline for return or return free of charge.
12.1.3 The Provider expressly reserves the right to charge the Retailer for any costs incurred by the Provider due to a late cancellation notice.
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 Retailer.
12.2 In all other cases involving returns, in particular in connection with a complaint, the Retailer shall also be required to accept the return, including from the Customer directly. Upon receipt of the products, the Retailer shall inspect the products and, depending on the specific case, repair or replace them within three weeks. In the event of doubt, the Retailer shall contact the Provider.
12.3 For processing reasons, Retailers are in any case prohibited from refusing to accept returns. However, such acceptance shall not constitute a legally binding acknowledgment of any claims.
12.4 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 Retailer and the Customer), the Retailer must clarify the matter with the Customer on its own responsibility.
12.5 If the Provider has a reasonable suspicion of fraud on the part of the Customer or the Retailer, the Provider shall be entitled to cancel the orders in question.
The Retailer's warranty obligations and liability as against the Customer shall be governed by the statutory provisions, which may not be waived to the detriment of the Customer by standard terms and conditions.
14.1 If a Retailer:
or the Provider has a reasonable suspicion that a Retailer violates
or a comparable circumstance occurs,
the Provider may react to this at its own discretion - taking into account the legitimate interests of the Retailer concerned - as listed below; whereby the order of the individual measures does not include any valuation and accordingly does not bind the Provider with regard to compliance with a certain order:
14.1.1 the Provider reprimands the Retailer;
14.1.2 the Provider removes products or content posted by the Retailer;
14.1.3 the Provider restricts the Retailer's authorization to use the marketplace;
14.1.4 the Provider blocks the Retailer's account temporarily or permanently;
14.1.5 the Provider definitively blocks the Retailer's account and gives the Retailer 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 Retailer.
14.2 Provided it has a legitimate interest, the Provider shall furthermore be entitled at any time to withhold a portion of the Retailer'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 Retailer.
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 Retailer shall notify the Provider without undue delay. If a product is unavailable, the Retailer shall pay the Provider a contractual penalty, 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.
15.2 In the event that the Retailer, 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 Retailer 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.
16.1 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 Retailer 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 marketplace or failing to provide the marketplace at all, or any technical failures of the 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 Retailer.
The Retailer 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 Retailer and for which the Retailer is responsible and/or with respect to the goods and services designated for the fulfillment of the contract. In this respect, the Retailer 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 Retailer 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 Retailer shall provide the Provider without undue delay upon first demand all information relating to the dispute and necessary for mounting a defense. The Retailer shall also refrain from taking any action that runs counter to compliance with its duties of cooperation. In particular, the Retailer 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.
18.4 With respect to data of other Retailers and Customers to which it becomes privy in the course of using the marketplace, the Retailer 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 Retailer shall not send commercial e-mails to other Retailers or Customers without the prior consent of the Customer nor contact them beyond that which is necessary to process the transaction made via the marketplace. In the event of any violations by the Retailer 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 legal action.
18.5 In all other respects, the Retailer acts on its own responsibility and is not bound by any instructions with regard to its handling of data.
19.1 The agreement on participation in the marketplace shall be entered into for an indefinite term.
19.2 The Retailer may terminate the agreement on participation in the marketplace at any time without notice. The Provider may terminate the agreement on participation in the marketplace at any time subject to a notice period of 30 days. If the agreement is terminated subject to a notice period by the Retailer 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 Retailer'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 Retailer. The Retailer'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 marketplace without notice in particular where:
19.3.1 the Retailer provides incorrect or incomplete information during the registration process under clause 3 of these Retailer Terms and Conditions;
19.3.2 the Retailer 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 Retailer Terms and Conditions within the specified period;
19.3.4 the Retailer 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 Retailer 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 Retailer shall have no claim to establishing a new contractual relationship regarding participation in the marketplace and/or establishing a new Retailer 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.
The Retailer may initiate complaint proceedings with respect to the marketplace. It may contact Retailer Support at firstname.lastname@example.org for this purpose. The Provider of the marketplace on kaufland.de 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 Retailer Support.
21.1 The Provider reserves the right to amend these Retailer Terms and Conditions, the structure and design of the product presentations as well as the 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 Retailer Terms and Conditions will be sent to the Retailer by e-mail no later than 15 days prior to the date on which they are to enter into effect. If the Retailer fails to object to the revised Retailer Terms and Conditions within 15 days from the date on which it received the e-mail, the amended Retailer Terms and Conditions shall be deemed accepted. In the e-mail containing the amended Retailer Terms and Conditions, the Provider shall advise the Retailer 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 Retailer objects to the application of the amended Retailer Terms and Conditions within the specified period, the Provider reserves the right to cancel the Retailer account in accordance with clause 19 of these Retailer 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 Retailer does not have a general place of jurisdiction in Germany or the Retailer is a merchant within the meaning of the German Commercial Code (HGB), 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 Retailer's general place of jurisdiction.
21.4 The Retailer may only set off claims that are uncontested or have been declared final and binding by a court of law.
21.5 The Retailer 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 Retailer two weeks notice prior to the intended transfer.
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 Retailer Terms and Conditions. Any invalid provision shall be replaced by the statutory provisions. The foregoing shall also apply if the Retailer Terms and Conditions contain an unintended omission.
21.7 The Provider shall 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 Retailer's consent will not be required if the transfer is effected in accordance with section 15 of the German Stock Corporation Act (Aktiengesetz – AktG).