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GTC

GENERAL TERMS AND CONDITIONS

General Terms and Conditions of Honest & Rare UG (haftungsbeschränkt )

Preamble

(1) The company Honest & Rare UG (haftungsbeschränkt), Königin-Luise-Straße 39, 14195 Berlin, HRB number 204843 (hereinafter "Platform Operator"), represented by the Managing Director Yascha Roshani, offers traders the opportunity to use the trading system on the online marketplace operated by the Platform Operator at https://www.honest-rare.de (hereinafter "Marketplace") on a permanent basis within the framework of a service contract in accordance with the provisions of the following General Terms and Conditions for Traders. This enables customers to purchase goods - in particular drinks, food and accessories (glasses, cocktail sets, coffee machines, etc.) - directly from a retailer via the marketplace in accordance with the provisions of the following General Terms and Conditions for Customers. The platform operator acts primarily as an intermediary, but also offers customers its own products for purchase via the marketplace.

(2) Traders are exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.

(3) Customers can be entrepreneurs within the meaning of § 14 BGB. Customers may also be consumers within the meaning of Section 13 BGB, i.e. natural persons who enter into a legal transaction for purposes that are predominantly outside their trade, business or profession.

A. General Terms and Conditions for Customers

§1 Scope of application

These General Terms and Conditions apply to contracts concluded between the platform operator and a customer (entrepreneur within the meaning of Section 14 BGB or consumer within the meaning of Section 13 BGB) via the marketplace.

§2 Subject matter of the contract

The object of these General Terms and Conditions is the brokerage of sales contracts between customers and traders by the platform operator and the sale of own goods to customers by the platform operator via the marketplace.

§ 3 Customer account

(1) Customers can create a customer account in the marketplace free of charge or order as a guest. The customer account serves the user-friendly design of the marketplace. In the customer account, all of the customer's past orders can be viewed and address or payment data can be saved in order to facilitate future ordering processes.

(2) To register for a customer account, the customer can call up the registration form and enter the data requested in the registration form. By clicking on the 'Register' button, the customer applies for a customer account with the platform operator on the basis of these General Terms and Conditions.

(3) Before submitting the registration, the customer has the option of checking all details again, changing them (also via the 'back' function of the Internet browser) or canceling the registration.

(4) After the registration application, the platform operator activates the customer account and informs the customer of this. The platform operator thereby accepts the registration. The customer has no claim to activation.

(5) Each customer is only entitled to maintain one customer account at a time. The platform operator reserves the right to delete multiple registrations. Customers whose customer account has already been blocked or terminated by the platform operator in the past may not create a new customer account. Minors may not register.

(6) The customer is obliged to provide the data requested during registration completely and correctly. If the data provided during registration changes, the customer is obliged to update this information in his account.

(7) The customer shall ensure that he can be reached at the e-mail address specified in the customer account from the time of registration. The customer must inform the platform operator immediately in text form (e.g. by e-mail) of any misuse, suspicion or loss of access data.

(8) The platform operator and the customer may terminate the contract for the customer account at any time with immediate effect for the future without giving reasons. The platform operator reserves the right to delete the registration of customers who have not provided complete or incorrect data.

§ 4 Conclusion of contracts on the marketplace

(1) The presentation of the Platform Operator's goods and the presentation of the merchants' goods in their online stores on the Platform Operator's marketplace does not constitute a legally binding offer, but an invitation to place an order (invitatio ad offerendum).

(2) Customers can select goods for purchase on the marketplace by placing them in a shopping cart by clicking on the corresponding button. To complete the order, the shopping cart is selected by the customer and the further ordering process is carried out from there. On the page that opens, the customer has the option of ordering as a guest or logging into their customer account in order to subsequently enter all the necessary order and address data. The order overview also contains a summary of the main item details, including any costs incurred. Up to this point, the customer can correct their entries or withdraw from the contract.

(3) By clicking on the "Order now for [total amount]" button in the last step of the order process, the customer submits a binding offer to purchase the goods displayed in the order overview. Immediately after sending the order, the customer receives an order confirmation from the platform operator, but this does not constitute acceptance of the contractual offer. A contract between the customer and the respective retailer is concluded as soon as the retailer dispatches the goods. The retailer can accept the customer's offer within ten days. The period for accepting the offer begins on the day after the offer is sent by the customer and ends at the end of the tenth day following the sending of the offer.

(4) When purchasing alcohol, the customer assures that they have reached the required minimum age.

(5) When ordering goods from the retailer, the respective General Terms and Conditions (GTC) of the retailer also apply. By making a purchase, the customer automatically agrees to the retailer's GTC. The imprint and general terms and conditions of the respective retailer are visible to the customer on the marketplace. The customer can view and retrieve both the legal notice and the general terms and conditions of the retailer on the order overview page before deciding to place a chargeable order for the retailer's goods.

(6) The contractual provisions with details of the goods ordered, including these General Terms and Conditions and the cancellation policy, shall be sent to the customer by e-mail upon acceptance of the contractual offer or upon notification thereof. The contractual provisions are not stored by the platform operator.

§5 Right of withdrawal for consumers

If the customer is a consumer within the meaning of § 13 BGB (German Civil Code), he is entitled to a right of withdrawal in accordance with the following withdrawal policy.

Right of withdrawal

You have the right to cancel this contract within fourteen days without giving any reason.

The revocation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken possession of the goods.

To exercise your right of withdrawal, you must inform us

Honest & Rare UG (limited liability),

Königin-Luise-Straße 39,

14195 Berlin,

Phone: +49 (0) 30 - 797 40 200,

e-mail: cheers@h onest-rare.de

of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You can use the attached sample withdrawal form, but this is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send your notification of exercising your right of withdrawal before the withdrawal period has expired.

Consequences of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; under no circumstances will you be charged any fees for this repayment.

We may withhold the refund until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earliest.

You must return or hand over the goods to us immediately and in any case within fourteen days at the latest from the day on which you inform us of the revocation of this contract. The deadline is met if you send the goods before the period of fourteen days has expired.

You shall bear the direct costs of returning the goods.

You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking their condition, properties and functionality.

Special notes

The right of withdrawal does not apply to

  • Contracts for the delivery of goods that can spoil quickly or whose expiration date would be quickly exceeded ;
  • contracts for the supply of alcoholic beverages, the price of which was agreed upon conclusion of the contract, but which can be delivered at the earliest 30 days after conclusion of the contract and the current value of which depends on fluctuations in the market over which the entrepreneur has no influence.

- End of the withdrawal policy -

Sample withdrawal form

(If you wish to withdraw from the contract, please complete and return this form).

To

Honest & Rare UG (limited liability),

Königin-Luise-Straße 39,

14195 Berlin,

E-Mail: cheers@h onest-rare.de

  • I/we (°) hereby revoke the contract concluded by me/us (°) for the purchase of the following goods (°)/the provision of the following service (°)
  • Ordered on (°)/received on (°)
  • Name of the consumer(s)
  • Address of the consumer(s)
  • Signature of the consumer(s) (only for notification on paper)
  • Date(s)

(°) Delete as appropriate.

§6 Vouchers

(1) Customers have the option of purchasing vouchers from the platform operator that can be redeemed for orders from merchants on the marketplace and for goods from the platform operator.

(2) A voucher and any remaining credit can be redeemed until the end of the third year after the year in which the voucher was purchased. The voucher can only be redeemed before completing the order process. Subsequent offsetting is not possible. Only one voucher can be redeemed per order.

(3) The voucher can only be used for the purchase of goods and not for the purchase of further vouchers. Voucher credit is neither paid out in cash nor does it bear interest.

(4) Vouchers are transferable. The party obligated by the voucher may make payments to the respective holder of the voucher with discharging effect. This does not apply if the obligor is aware or grossly negligent unaware of the non-authorization, legal incapacity or lack of power of representation of the respective holder of the voucher.

§7 Prices and terms of payment

(1) Unless otherwise stated in the product description of the platform operator or the respective retailer, the prices quoted are total prices that include the applicable statutory VAT. Any additional delivery and shipping costs will be indicated separately in the respective product description.

(2) If the customer makes the payment from a country outside the European Union, additional costs may be incurred which must be borne by the customer.

(3) Various payment options are available to the customer, which are specified in the respective product description.

(4) Payment of the purchase price is due immediately upon conclusion of the contract. It is to be paid by the customer to the Platform Operator's bank account deposited with the payment provider Stripe (Stripe Deutschland GmbH, Prielmayerstraße 3, 80335 Munich), even if goods are purchased from a merchant. The purchase price is automatically forwarded to the respective selling merchant via the payment provider Stripe.

(5) If the payment is processed via Google Payment Corp, 1600 Amphitheatre Parkway. Mountain View, CA 94043, as the operator of the Internet trading platform Google Pay, it acts on behalf of the platform operator in this respect. The customer can make payments directly to the payment processor with debt-discharging effect. The latter has a corresponding authorization to receive money. In this respect, the terms of use of the payment processor apply in addition, which can be viewed at https://payments.google.com/payments/apis-secure/u/0/get_legal_document?ldo=0&ldt=googlepaytos&ldl=de.

(6) In order to be able to pay the invoice amount via the payment service provider Apple Inc, One Apple Park Way, Cupertino, CA 95014, USA ("Apple"), customers must use the "Safari" browser, be registered with Apple, have activated the Apple Pay function, legitimize themselves with their access data and confirm the payment instruction. The payment transaction is carried out immediately after the order is placed.

(7) When using the payment service provider "PayPal", payment is processed via PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg, subject to the PayPal Terms of Use, available at www.paypal.com. This requires, among other things, that the customer opens a PayPal account or already has such an account.

(8) In the case of payment by instant bank transfer via Klarna Payments, payment is processed by Klarna AB (www.klarna.de), Sveavägen 46, Stockholm, Sweden ("Klarna"). In cooperation with Klarna AB (www.klarna.de), Sveavägen 46, Stockholm, Sweden, we offer you (a) payment by instant bank transfer via Klarna Payments, (b) payment by direct debit, (c) the payment method "pay later" and (d) installment purchase as a payment option. The use of the installment purchase, direct debit and "pay later" payment methods requires a positive credit check. In this respect, the platform operator forwards the customer's data to Klarna for the purpose of address and credit checks as part of the purchase initiation and processing of the purchase contract. The customer can only be offered those payment methods by Klarna that are permitted based on the results of the credit check.

(a) When paying by instant bank transfer via Klarna Payments, customers can pay for orders using their online banking data. Klarna establishes a connection to the customer's bank account and the amount is immediately debited from the customer's bank account.

(b) When paying by direct debit, the amount is debited after the goods have been dispatched. The customer will be informed of the date by e-mail.

(c) If the customer opts for the Klarna "Pay later" function, they have 30 days to settle their invoice. In the Klarna app, the payment period can also be extended by 10, 30 or 60 days for a fee. It is possible to convert the invoice into financing in accordance with § 7 (8) (d).

(d) With Klarna's financing service, the customer can pay for his purchase flexibly in fixed or adjustable monthly installments of at least 1/24 of the total amount (but at least € 6.95), provided he is a consumer within the meaning of § 13 BGB. The installment payment is due at the end of each month after Klarna has sent a monthly invoice. Further information on Klarna installment purchases, including the General Terms and Conditions and the European standard information for consumer credit, can be found at https://cdn.klarna.com/1.0/shared/content/legal/terms/EID/de_de/account. Payment by installments is only available for customers in Germany and Austria.

(9) In cooperation with the payment service provider paydirekt GmbH, Stephanstr. 14-16, 60313 Frankfurt a. M., the "giropay" function can be used for payment processing. In order to be able to pay the invoice amount via giropay, the customer must have a bank account activated for online banking, legitimize himself accordingly and confirm the payment instruction. The customer's account will be debited immediately after the order has been placed. The customer will receive further information during the ordering process and in the applicable giropay terms of use, which can be viewed at https://www.giropay.de/agb/.

(10) In the case of payments by credit card, the total amount of the customer's order may be reserved on the customer's credit card as soon as the order has been sent. If the platform operator does not receive authorization from the customer's credit card provider, it will inform the customer so that the customer can use an alternative payment option. The customer's credit card will be charged as soon as the order has been accepted.

§8 Delivery and availability of goods

(1) For the delivery of goods from a retailer, the respective general terms and conditions of the retailer apply.

(2) If the customer purchases goods from the platform operator via the marketplace, the following provisions apply:

(a) Delivery shall be made by post to the delivery address specified by the customer in the offer. When selecting the payment method PayPal, if this payment method is available, the delivery address deposited by the customer with PayPal at the time of payment is decisive if this differs from the delivery address specified in the offer.

(b) If the transport company returns the shipped goods to the platform operator because delivery to the customer was not possible, the customer shall bear the costs for the unsuccessful shipment. This does not apply if the customer is not responsible for the circumstance that led to the impossibility of delivery or if he was temporarily prevented from accepting the service offered, unless the platform operator had notified him of the service a reasonable time in advance. Furthermore, this does not apply with regard to the costs for the return shipment if the customer effectively exercises his right of withdrawal.

(c) Delivery times stated by the platform operator apply from the time of the declaration of acceptance and, with the exception of purchase on account, if this is available, the prior payment of the purchase price. If no copies of the goods selected by the customer are temporarily available at the time of the customer's offer, the platform operator shall inform the customer of this immediately in the declaration of acceptance.

(d) The platform operator only delivers its goods to customers who have their habitual residence (billing address) in the European Union and provide a delivery address within the European Union.

§9 Retention of title

(1) When ordering goods from a retailer, the respective general terms and conditions of the retailer shall apply.

(2) If the customer purchases goods from the platform operator via the marketplace, the following provisions apply:

(a) The goods remain the property of the platform operator even after delivery until full payment has been made. If the customer is more than 10 days in arrears with payment, the platform operator has the right to withdraw from the contract and reclaim the goods.

(b) If the goods delivered to the customer are processed, the platform operator is deemed to be the manufacturer and acquires ownership of the newly created goods. If the processing is carried out together with other materials, the platform operator acquires ownership in the ratio of the invoice value of its goods to that of the other materials. If, in the event that the goods of the platform operator are combined or mixed with an item of the customer, the latter is to be regarded as the main item, co-ownership of the item shall pass to the platform operator in the ratio of the invoice value of the platform operator's goods to the invoice value or, in the absence of such, to the market value of the main item. In such cases, the customer is deemed to be the custodian.

(c) The customer may neither pledge nor assign by way of security items subject to retention of title or reservation of rights by the platform operator. The customer is only permitted to resell in the ordinary course of business as a reseller under the condition that the customer has effectively assigned its claims against its buyers in connection with the resale to the platform operator and the customer transfers ownership to its buyer subject to payment. By concluding the contract, the customer assigns his claims in connection with such sales against his customers to the platform operator by way of security, who accepts this assignment at the same time.

(d) If the value of the Platform Operator's security interests exceeds the amount of the secured claims by more than 10 (ten) %, the Platform Operator shall release a corresponding share of the security interests at the customer's request.

§10 Warranty and customer service

(1) The respective general terms and conditions of the merchant apply to the ordering of goods from a merchant. The processing of contracts concluded on the marketplace between traders and customers is also the sole responsibility of the respective trader. In this respect, the platform operator merely acts as a neutral intermediary within the meaning of Art. 12 et seq. of Directive 2000/31/EC between customers and traders and therefore assumes no guarantee or other liability for the fulfillment of contracts concluded on the marketplace between customers and traders, nor any liability for material defects or defects of title of the traded goods and services.

(2) When ordering goods from a trader, the platform operator assumes no guarantee in particular for compliance with the ban on the sale of alcohol to minors by the respective trader. Furthermore, the platform operator does not check the content, including product details, images, brands, etc. of the respective retailer. Possible violations of competition law, copyright law, trademark law, data protection law or other legal violations of measures are the responsibility of the retailer. Furthermore, the platform operator cannot guarantee the true identity and authority to dispose of the merchants. In case of doubt, both contractual partners are obliged to inform themselves in an appropriate manner about the true identity and the power of disposal of the other contractual partner. According to § 7 II 1 TMG, the platform operator is not obliged to monitor the information transmitted or stored by him or to investigate circumstances that indicate illegal activity.

(3) If there is a material defect in the goods of a retailer, the customer can make use of the customer service of the platform operator.

(4) The platform operator is liable for material defects in the goods offered by him in accordance with the applicable statutory provisions, in particular §§ 434 ff. BGB

(5) Insofar as the marketplace offers the possibility of forwarding to databases, websites, services etc. of third parties, e.g. by the platform operator. The platform operator is not liable for the accessibility, existence or security of these databases or services, nor for the content of the same, in particular the platform operator is not liable for their legality, accuracy, completeness, up-to-dateness, etc.

§11 Data protection

(1) The protection of the customer's personal data is very important to the platform operator. The processing of the customer's data and the transmission of customer data to dealers therefore takes place exclusively on the basis of the statutory provisions. The platform operator's privacy policy can be found at https://www.honest-rare.de/dat....

(2) All personal data of the customer that the platform operator receives is processed by the platform operator under its own responsibility and on the basis of the applicable data protection and security provisions. The platform operator assumes no liability in this respect.

§12 Intellectual property

Any copyrighted material, e.g. photos, videos, design work and individual texts created by the platform operator shall remain the sole and exclusive property of the platform operator. The customer may not generally use such content without the express permission of the platform operator. The Platform Operator may grant licenses for the use of copyrighted material on an individual basis, excluding use in breach of contract and against payment of an appropriate license fee. If available, the license fee shall be based on customary industry rates (e.g. royalty table of the Mittelstandsgemeinschaft Foto-Marketing (MFM)). It shall be determined in each individual case on the basis of the scope of the desired use outside the marketplace.

§13 Final provisions

(1) General terms and conditions of the customer shall not apply, even if their inclusion has not been expressly objected to.

(2) Amendments, supplements and terminations of these general terms and conditions must be made in writing. Cancellation of this contract or amendment of this written form clause must also be made in writing. No ancillary agreements have been made.

(3) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods, unless mandatory provisions of another European country in which the customer has his habitual residence apply.

(4) If the customer does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from contractual relationships between the customer and the platform operator is the registered office of the platform operator. If the customer moves his place of residence or habitual abode outside Germany after conclusion of the contract or if his place of residence or habitual abode is not known at the time the action is brought, the place of jurisdiction for legal action against the customer shall be the registered office of the platform operator. Otherwise, the statutory places of jurisdiction shall apply. Exclusive places of jurisdiction, e.g. for judicial dunning proceedings, remain unaffected.

(5) If the customer is a consumer, in addition to the ordinary legal process, they also have the option of settling disputes out of court in accordance with Regulation (EU) No. 524/2013. Details can be found in Regulation (EU) No. 524/2013 and at the Internet address: https://ec.europa.eu/consumers/odr.

The platform operator's email address is: [email protected]. In accordance with Section 36 VSBG, the platform operator points out that it is not obliged to participate in out-of-court dispute resolution proceedings before a consumer arbitration board.

(6) Should individual provisions of these General Terms and Conditions be or become invalid and/or contradict the statutory provisions, this shall not affect the validity of the remaining General Terms and Conditions. The invalid provision shall be replaced by the contracting parties by mutual agreement by a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes. The same shall apply in the event that any amendments to the agreement become necessary. § Section 139 BGB shall not apply.

(7) The language available for the conclusion of the contract is exclusively German. Translations of these General Terms and Conditions in other languages are for information purposes only. In the event of any differences between the language versions, the German text shall take precedence.

B. General Terms and Conditions for Dealers

§1 Scope of application

(1) These General Terms and Conditions apply to the relationship between the platform operator and the merchant (always an entrepreneur within the meaning of Section 14 BGB). They conclusively contain the terms and conditions applicable between the platform operator and the merchant for the services offered by the platform operator within the scope of this service contract.

(2) Provisions deviating from these General Terms and Conditions shall only apply if they are confirmed in writing by the Platform Operator. With the application for admission pursuant to § 2 (3), the Dealer recognizes these General Terms and Conditions as authoritative.

(3) The Platform Operator shall notify the Dealer in writing by e-mail of any amendments to these General Terms and Conditions. If the trader does not object to such amendments within six weeks of receipt of the notification, the amendments shall be deemed to have been agreed. The trader shall be informed separately of the right of objection and the legal consequences of silence in the event of an amendment to the General Terms and Conditions.

§ 2 Subject matter of the contract, conclusion of the contract - admission

(1) The marketplace is an online sales area provided by the platform operator for retailers of beverages, food and accessories (glasses, cocktail sets, coffee machines, etc.) who offer their goods for sale to customers. Each retailer sets their own sales prices and shipping costs. The platform operator receives a commission for goods sold via the marketplace (§ 5).

(2) The prerequisite for using the marketplace as a trader is approval by the platform operator. There is no entitlement to admission or use of the marketplace.

(3) The trader must apply for admission using the admission application form provided at https://www.honest-rare.de/apply. The trader is required to provide his company data (name, address, e-mail address, logo, imprint, general terms and conditions, revocation policy, privacy policy, product images, price list, product description such as content, flavor attributes, alcohol content, etc.) as well as the invoice data.

(4) Acceptance of the application for admission shall be effected by confirmation of admission by e-mail.

(5) Admission shall result in the conclusion of a service contract for an indefinite period between the platform operator and the respective retailer, to which these General Terms and Conditions shall apply directly.

(6) The platform operator is entitled to withdraw a trader's admission if there is sufficient suspicion that he has violated these General Terms and Conditions. The trader can avert these measures if he dispels the suspicion by submitting suitable evidence at his own expense.

§3 Services and obligations of the platform operator

(1) The platform operator undertakes to provide the following services upon admission of the trader in accordance with § 2:

(a) Provision of the usage options of the marketplace by providing its own merchant account and online store as well as generating sales for the merchant; presentation and advertising of the merchant's goods on the marketplace, other analog and digital advertising channels of the platform operator and, if applicable, on the Internet presences of advertising partners in accordance with § 6;

(b) Listing the Merchant's logo on the sub-page and linking it to the URL of the online store made available to the Merchant;

(c) facilitating negotiations and the conclusion of contracts on the marketplace between the merchant and the customer in accordance with § 7;

(d) Administration of all payments and payouts by the service provider Stripe (Stripe Deutschland GmbH, Prielmayerstraße 3, 80335 Munich), whereby the platform operator assumes the online payment fees of the service provider, which are compensated with the commission according to § 5 (1);

(e) Creation of information and communication opportunities among the merchants or contracting parties; provision of a customer service for mediation between merchants and customers in the event of complaints.

(f) If necessary, consulting and support services for the merchants by separate agreement with the platform operator.

(2) The platform operator reserves the right to change, expand or discontinue the marketplace at any time and to exclude certain end customers, groups of end customers or traders from using the marketplace.

§4 Merchant account and online store

(1) Upon admission to the marketplace, the merchant receives his own merchant account and online store for the marketplace and has the option of granting the employees in his company their own access authorization and configuring it according to his wishes in order to enable them to work optimally on the marketplace.

(2) The merchant account has an integrated, automated messaging system to simplify communication between the merchant and the platform operator as well as extensive functionalities for managing and monitoring all customer orders.

(3) All login data for the merchant account and online store are individualized and may only be used by the respective authorized merchant. The retailer is obliged to keep the login and password secret and to protect them from unauthorized access by third parties. The retailer is also responsible for maintaining the confidentiality of employee logins and will instruct its employees accordingly. The retailer is obliged to maintain the necessary data security precautions for the entire duration of the contract.

(4) The trader must inform the platform operator immediately in writing of any changes to his data and the data of his employees registered for the marketplace (in particular but not exclusively: address, name, telephone number, e-mail, registered office, accounts). The trader must inform the platform operator immediately of any technical changes occurring in his area if they are likely to impair the provision of services, payment or the security of the platform operator's marketplace.

(5) In the event of suspected misuse by a third party, the trader shall inform the platform operator immediately. As soon as the platform operator becomes aware of the unauthorized use, the platform operator shall block the unauthorized user's access.

(6) The platform operator reserves the right to change a trader's login and password; in such a case, the platform operator shall inform the trader of this immediately.

(7) The platform operator is entitled to block a trader's access to the trader account and online store if there is sufficient suspicion that he has violated these general terms and conditions. The trader can avert these measures if he dispels the suspicion by submitting suitable evidence at his own expense.

(8) The merchant account and the online store can be deactivated by the merchant at any time.

§ 5 Remuneration of the platform operator

(1) The Dealer shall pay the Platform Operator a fee amounting to 17% of its monthly gross revenue (excluding shipping costs and bottle deposit). All sellers who have registered by 31.12.2023 shall pay remuneration amounting to 15% of their monthly gross revenue (excluding shipping costs and bottle deposit).

(2) In addition to the aforementioned commission, the platform operator shall be entitled to payment of the statutory value added tax due on this.

(3) The commission shall be shown monthly by the Platform Operator for the respective previous month on the commission invoice for the Dealer and offset directly against the Dealer's monthly gross revenue. The Dealer shall be paid the monthly gross income less the brokerage commission and the VAT due thereon to the bank account deposited by him in the Dealer Account.

(4) All payments and payouts shall be notified by the payment service provider Stripe to the Merchant's bank account stored in the Stripe Connected Account. With the approval according to § 2, the merchant not only recognizes these General Terms and Conditions as authoritative, but also accepts the conditions of the "Stripe Services Agreement" mentioned in § 4 (3) sentence 10, second indent.

If a payment is made by a customer, Stripe carries out the so-called "payment split". This means that the commission share plus statutory VAT is credited to the platform operator's Stripe account and the remaining amount is credited to the merchant's Stripe account.

However, payment processing requires that the merchant has registered with Stripe and created an account. Only in this case can merchants receive payments/withdrawals.

By registering with Stripe, the merchant agrees to the following Stripe agreements:

- Stripe Connected Account Agreement ( https://stripe.com/de/connect-...)

- Stripe Services Agreement (https://stripe.com/de/legal)

- Payment Terms ( https://www.stripe.com/payment...)

By accepting these General Terms and Conditions, the merchant agrees that the details and transaction information provided by the merchant may be transmitted to the payment service provider Stripe for the purpose of processing payment transactions.

(5) With regard to all payment claims, the merchant's right of retention or set-off is excluded unless the merchant's counterclaims are undisputed or have been legally established.

(6) The merchant agrees to the storage of billing data for evidence purposes and/or within the scope of statutory retention obligations.

§6 Presentation and advertising of merchant goods

(1) The presentation and advertising of merchants' goods on the Marketplace, other analog and digital advertising channels of the Platform Operator and, if applicable, on the websites of advertising partners are part of the Platform Operator's range of services (see § 3 (a)). However, the respective trader is responsible for the description of his goods in words and pictures.

(2) The merchant has the option of using additional marketing services from the platform operator in order to achieve greater reach and better positioning of his goods on the marketplace (homepage, catalog, magazine) and/or in the advertising channels of the platform operator (newsletter, social media). The platform operator charges a fee for these additional marketing services, which is agreed separately by the parties. The platform operator assumes no liability for the success of the additional marketing services (e.g. more clicks on the merchant's goods, higher sales figures).

(3) The platform operator uses affiliate marketing to promote products. This means that other website operators link category or product pages of the platform operator on their websites as advertising partners. If a customer reaches the marketplace via the website of such an advertising partner and then buys a product, the advertising partner receives a commission. The merchant agrees to the possible linking of his goods with advertising partners for the purpose of affiliate marketing. The presentation and display context of the merchant's goods on these third-party sites are the sole responsibility of the respective advertising partner. The platform operator assumes no liability in this respect.

(4) The trader undertakes to ensure that the sales price he sets for goods on the marketplace corresponds to the sales price that the respective trader advertises on his website. In the event of breaches of this obligation, the platform operator shall be authorized to adjust the selling price of the trader's affected goods on the marketplace to the selling price advertised on the trader's website.

(5) The trader is fundamentally responsible for the up-to-dateness, completeness and legality of his range of goods on the marketplace (e.g. changed ingredients, stock, change of bottle size from 700ml to 500ml etc.). He can deactivate or add individual goods at any time.

(6) In order to ensure that the marketplace offer is up to date and complete, the platform operator checks the range of goods offered by the retailer on its website at irregular intervals and is entitled to display and offer for sale further goods of the retailer on the marketplace without consulting the retailer.

(7) If several traders offer the same goods on the marketplace, the platform operator reserves the right to have the goods in question sold exclusively by the most suitable trader for the sale and to present only the most suitable trader as the seller of these goods to customers of the marketplace. Suitability is determined by the platform operator on the basis of objective criteria. Possible criteria include better availability of goods, faster shipping times or more favorable price conditions.

(8) The platform operator is entitled to deactivate the merchant account and/or goods of the merchant at any time without giving reasons. Deactivation makes the merchant's goods and merchant account invisible to customers and orders are no longer possible.

(9) The platform operator operates an English version of the marketplace at https://www.honest-rare.de/en/. The merchant's goods are also automatically displayed on the English version of the marketplace and translated into English by the platform operator using an automatic translation service (DeepL). The platform operator endeavors to ensure an error-free translation and randomly checks the translations. However, it accepts no liability for the accuracy of these translations.

§7 Conclusion and processing of contracts on the marketplace

(1) For customer orders of goods from the merchant, the respective general terms and conditions (GTC) of the merchant apply, which the customer can view and retrieve on the order overview page of the merchant before deciding to order goods from the merchant for a fee. In this way, the customer can also view the imprint, the general terms and conditions and the withdrawal policy of the respective retailer.

(2) The retailer becomes the exclusive contractual partner of its customers. The platform operator is merely an intermediary. All rights and obligations arising from the contractual relationship between the trader and its customers exist exclusively between these parties. The trader shall indemnify the platform operator against any claims of the trader's customer.

(3) Actions using the respective login of a trader are generally attributable to the trader. Traders are responsible for all declarations of intent made by themselves on the platform. They shall be liable to a foreseeable extent for declarations made by third parties under the merchant's member account in accordance with the principles of a contract with protective effect for third parties.

(4) The platform operator reserves the right to change or expand the content and structure of the platform as well as the associated user interfaces if this does not or does not significantly impair the fulfillment of the purpose of the contract concluded with the merchant. The platform operator shall inform the traders of the marketplace of the changes accordingly.

(5) The processing of contracts concluded on the marketplace is the sole responsibility of the respective traders. The platform operator assumes neither a guarantee for the fulfillment of the contracts concluded on the marketplaces between the traders nor liability for material defects or defects of title of the traded goods and services. The platform operator is under no obligation to ensure the fulfillment of contracts concluded between traders and customers.

(6) If a customer has ordered goods from the trader, the platform operator shall inform the trader of the order so that the trader can dispatch the goods. The platform operator shall provide the retailer with all necessary customer data for this purpose, taking into account applicable data protection regulations.

(7) The retailer shall process the customer's order without undue delay. The ordered goods shall be dispatched by the retailer. The execution of an order or the dispatch of the goods to the customer must be proven to the platform operator. For this purpose, the retailer shall provide the platform operator with the shipment tracking data. The merchant can notify the platform operator either by e-mail or by changing the order status in his account. The retailer undertakes to refrain from adding advertising, discount flyers or other materials not authorized by the platform operator as part of the shipment of goods. The trader is prohibited from taking any other measures that serve to entice away customers of the marketplace.

(8) The trader undertakes to keep the stock of the goods offered by him on the marketplace up to date vis-à-vis the platform operator and to set the stock of a product to "0" if a product is no longer available or in stock. Adjustments to the product description, deactivation of the goods or deactivation of the merchant account made after the order has been placed do not release the merchant from his obligation to fulfill the purchase contract already entered into. If the platform operator incurs costs as a result of the retailer canceling an order or otherwise unilaterally withdrawing from the purchase contract with the customer, the retailer shall be liable for damages in accordance with the general provisions.

(9) The platform operator cannot guarantee the customer's true identity and authority to dispose of the goods. In case of doubt, both contracting parties are obliged to inform themselves in an appropriate manner about the true identity and the power of disposal of the other contracting party. According to § 7 II 1 TMG, the platform operator is not obliged to monitor the information transmitted or stored by him or to investigate circumstances that indicate illegal activity.

§8 Vouchers and (shipping) discounts

(1) The retailer shall at all times have sole power of disposal over the sales prices and shipping costs of his goods (cf. § 2 (1)). In particular, he may grant customers discounts and other price reductions.

(2) If the platform operator grants customers (shipping) discounts or vouchers, this only affects the amount to be paid by the customer, but not the price of the goods to be obtained by the retailer (so-called top-up), unless otherwise agreed with the retailer affected by the discount or voucher campaign (see § 8 (3)). As a result of the top-up, the retailer therefore achieves the same price for the goods (less the remuneration of the platform operator in accordance with Section 5) that it would have achieved without the discount or voucher promotion.

(3) The discounts and vouchers granted by the Platform Operator to the Merchant's customers can be viewed by the Merchant on the monthly commission invoice in accordance with Section 5 (3).

(4) If, in deviation from § 8 (1), it has been agreed with the merchant that the costs of a discount or voucher promotion granted by the Platform Operator are to be borne by the merchant (pro rata, if applicable), the Platform Operator may offset its claims against the merchant arising from the discount or voucher promotion against the merchant's claim to the selling price of the goods less the Platform Operator's commission. The retailer accepts the set-off.

§9 Obligations of the merch ant

(1) The trader undertakes to use the online store provided by the platform operator only for the specified purpose of the marketplace and to conduct transactions on the marketplace exclusively within the scope of commercial business operations for commercial purposes.

(2) He undertakes to provide the data required for the conclusion of the contract carefully and to the best of his knowledge and not to provide any misleading information, and not to overload the marketplace through abusive use. The trader undertakes not to use any software or other data that could lead to changes in the physical or logical structure of the network, the software and/or the operating system when listing his goods on the marketplace. The trader shall refrain from attempting to gain unauthorized access to third-party data.

(3) The trader is obliged to ensure that the offers he posts are lawful. In particular, but not exclusively, the trader shall ensure that the content does not violate the religious and cultural interests of other traders and/or customers and that the offers do not contain any defamatory, offensive, insulting, threatening, obscene, pornographic, harmful to minors or otherwise unlawful or immoral content. The retailer guarantees that the content which may be made accessible via links in his own offer also complies with these requirements. The retailer undertakes not to send so-called spam or junk mail. The retailer undertakes not to distribute content or technologies that are based on the technologies of L. Ron Hubbard. Furthermore, the merchant undertakes to post the GTC applicable to its business operations in the offer and in a clearly visible place in accordance with the requirements of the law.

(4) The merchant undertakes to send the platform operator the logo of his company in a maximum width of 800 pixels, in a maximum height of 800 pixels and in a maximum file size of 500 kB as a jpeg or gif file for exact integration in https://www.honest-rare.de. The platform operator cannot accept animated graphics. The retailer agrees that the platform operator may use the logo on the website https://www.honest-rare.de and in related publications and advertising. The trader undertakes to send the logo to the platform operator no later than 10 days before the start of use, but no later than one month after admission to the marketplace.

(5) In accordance with § 5 TMG (German Telemedia Act), the trader is obliged to provide his offer with an imprint. This includes in particular, but not exclusively, the name/company name, authorized representative and summonable address. In addition, the retailer undertakes to use general terms and conditions as well as a revocation policy, a privacy policy and a shipping cost logic. The merchant undertakes vis-à-vis the platform operator to fulfill all obligations arising from the operation of the online store and shall indemnify the platform operator against any third-party claims in the event of a breach of one or more of the obligations.

(6) The retailer undertakes to observe the ban on the sale of alcohol to children and adolescents on the basis of Section 9 of the German Youth Protection Act (JuSchG) and to provide mandatory age verification measures at the shipping stage to ensure that the order is delivered in compliance with youth protection regulations by cumulatively meeting and ensuring that the following requirements are met,

a) that only the customer receives the ordered delivery ;

b) that there is identity between the customer and the recipient, i.e. the person who receives the ordered delivery and

c) the customer is of the required minimum age.

(7) Goods or services that may only be offered against a legally required proof may only be offered and demanded on the marketplace if the proof has been included in the description of the goods or services and the goods or services are only provided against the legally required proof.

(8) The trader undertakes to observe and comply with the platform operator's sales guidelines and code of conduct for sellers.

(9) The trader is obliged to cooperate in the investigation of attacks by third parties on the marketplace, insofar as this cooperation by the trader is necessary;

(10) The trader undertakes to refrain from all measures that endanger or disrupt the functioning of the marketplace and not to access data that he is not authorized to access. Furthermore, he must ensure that his information and data transmitted via the marketplace are not infected with viruses, worms or Trojan horses.

(11) The trader undertakes to compensate the platform operator for all damages arising from non-compliance with these obligations for which he is responsible and, in addition, to indemnify the platform operator against claims by third parties, including legal fees and court costs, which they assert against the platform operator due to non-compliance with these obligations by the trader.

§10 Third-party content

(1) Traders are prohibited from posting content (e.g. through links or frames) on the marketplace that violates legal regulations, official orders or morality. Furthermore, they are prohibited from posting content that violates the rights, in particular copyrights or trademark rights, of third parties. If the platform operator becomes aware of illegal content in the merchant's online store, it is entitled to immediately prevent the link to the offending pages.

(2) Under no circumstances shall the platform operator adopt third-party content as its own. The trader guarantees the platform operator and the other traders on the platform that the goods and services offered by him in tenders and auctions do not infringe any copyrights, trademarks, patents, other property rights or trade secrets.

(3) The platform operator reserves the right to block third-party content if it is punishable under the applicable laws or clearly serves to prepare criminal acts.

(4) The trader shall indemnify the platform operator against all claims asserted by third parties against the platform operator due to the infringement of their rights or due to legal violations based on the offers and/or content posted by the trader, insofar as the trader is responsible for these. In this respect, the trader shall also assume the costs of the platform operator's legal defense, including all court and legal fees.

§ 11 Rights of use/external presentation

(1) For the duration of the trader's admission to the marketplace, the platform operator shall be granted the right to advertise the trader's participation in the platform operator's marketplace. The Platform Operator is authorized to use product texts and product images of the Dealer for the purpose of advertising in social media, on the Platform Operator's online presence, in brochures, flyers and company presentations.

(2) For the duration of admission to the marketplace, the trader shall be granted the right to advertise by participating in the platform operator's marketplace. The trader is also authorized to use texts, brands or other trademarks of the platform operator for this purpose.

(3) The parties shall agree in advance on press releases that go beyond the usual advertising. If the parties are unable to reach an agreement, the platform operator shall retain the right to make the final decision on a press release.

(4) Should the merchant no longer use the Platform Operator's marketplace (e.g. by closing its online store on the marketplace), the Platform Operator is permitted to list the former user with the most important products at https://www.honest-rare.de/rip-ehemalige-getraenkehelden/.

§ 12 Liability of the platform operator

(1) The platform operator shall only be liable - irrespective of the legal grounds - if the damage is caused

a) has been caused by culpable violation of one of the cardinal obligations or essential secondary obligations in a way that jeopardizes the achievement of the purpose of the contract or

b) is due to gross negligence or intent on the part of the platform operator.

(2) If the Platform Operator is liable pursuant to § 12 (1) (a) for the breach of a material contractual obligation without gross negligence or intent, liability shall be limited to the extent of damage that the Platform Operator could typically expect to occur at the time of conclusion of the contract based on the circumstances known to it at that time. This applies in the same way to damages caused by gross negligence or intent on the part of employees of the platform operator's agents who are not members of the platform operator's management or executive staff. Liability for consequential damages, in particular for loss of profit or compensation for third-party damages, is excluded, unless the platform operator is guilty of intent or gross negligence.

(3) Claims for damages under the Product Liability Act and for damages resulting from injury to life, limb or health remain unaffected by the above limitations of liability.

(4) The platform operator shall only be liable for the loss of data and programs and their recovery to the extent that this loss could not have been avoided by reasonable precautionary measures, in particular the daily creation of backup copies of all data and programs. The platform operator accepts no liability for disruptions within the network for which the platform operator is not responsible.

(5) The above limitations of liability also apply in favor of any legal representatives and vicarious agents of the platform operator.

(6) Any liability claims shall lapse if the trader intervenes in the sphere of the platform operator on its own initiative, modifies it in any way whatsoever, irrespective of the extent to which such modifications take place or have taken place.

(7) The trader shall indemnify the platform operator against any third-party claims. The indemnification is limited to the statutory attorney's and court fees with regard to the costs of defense. Any settlement between the platform operator and the claimant is subject to the merchant's consent. The merchant shall inform the claimant of this.

(8) Insofar as the marketplace offers the possibility of forwarding to databases, websites, services, etc. of third parties, e.g. by setting links or hyperlinks, the platform operator shall not be liable for the accessibility, existence or security of these databases or services, nor for their content. The platform operator shall not be liable for the accessibility, existence or security of these databases or services, nor for the content of the same, in particular the platform operator shall not be liable for their legality, accuracy, completeness, up-to-dateness, etc.

§13 Data security, data protection

(1) The protection of the trader's personal data is very important to the platform operator. The platform operator therefore processes traders' data exclusively on the basis of the statutory provisions.

(2) The platform operator's servers are secured in accordance with the state of the art, in particular by firewalls; however, the trader is aware that there is a risk that transmitted data can be read during transmission. This applies not only to the exchange of information via e-mail that leaves the system, but also to the integrated messaging system and all other data transmissions. The confidentiality of the data transmitted when using the marketplace can therefore not be guaranteed.

(3) During the term of this contract, the platform operator is entitled to process and store the data received from the merchant in connection with the business relationship in compliance with the provisions of the applicable data protection regulations. Specifically, the merchant agrees that the platform operator:

(a) store and process the information provided by the Dealer in the context of the authorization application regarding company data, invoice data and contact persons of the Dealer as well as corresponding updates communicated by the Dealer;

(b) stores the data independently entered into the Marketplace by the Merchant in connection with the company presentation requested by the Merchant in the trading area under administration and makes it available for retrieval by other registered and non-registered Merchants in the public and closed areas of the Marketplace;

(c) stores any personal data used in the course of transactions and forwards it to other traders and - if the trader concerned so wishes by selecting a public transaction - makes it available for retrieval by other registered and unregistered traders in the public area of the marketplace;

(d) stores non-personal data on the content of the transactions and forwards it to other traders and - if the trader concerned so wishes by selecting a public transaction - makes it available for retrieval in the public area of the marketplace for other registered and unregistered traders.

(4) Any further use of personal data beyond the aforementioned use requires the separate consent of the merchant. The trader is entitled to revoke his consent given in accordance with paragraph 3 at any time, insofar as he has hereby consented to the use of personal data.

(5) The Platform Operator shall otherwise treat as confidential all data relating to the Dealer that is marked as confidential by the Dealer and shall only use it in accordance with these General Terms and Conditions. The Platform Operator reserves the right to deviate from this if the Platform Operator is required to disclose the Trader's data due to legal or official orders.

(6) With the admission in accordance with § 2, the trader warrants to the platform operator and all other traders that the trader has complied with the data protection requirements with regard to the data transmitted by him and indemnifies the platform operator against any claims, including those of a public law nature. In particular, the retailer itself must ensure that any necessary consent is obtained from employees before personal data of employees is entered into the platform as part of setting up employee logins or in any other way.

(7) The Platform Operator's privacy policy can be viewed at https://www.honest-rare.de/dat.... Reference is made to it.

§14 Assignment and offsetting

(1) A partial or complete transfer of the trader's rights from the contractual relationship with the platform operator to third parties is excluded.

(2) The trader shall only be entitled to set off undisputed or legally binding counterclaims against the platform operator.

§15 Duration of contract

(1) The contractual relationship with the merchant on which these General Terms and Conditions are based is concluded for an indefinite period. It shall commence upon approval by the Platform Operator in accordance with § 2.

(2) The contractual relationship may be terminated by the Platform Operator and the Dealer at any time to the end of the month. § Section 6 (5) remains unaffected.

(3) Each party has the right to terminate the contractual relationship for good cause without observing a notice period. An important reason for the platform operator is in particular

(a) the breach by a trader of the provisions of these General Terms and Conditions, which is not remedied even after a deadline has been set;

(b) the criminal act of a trader or the attempt to commit such an act, e.g. fraud;

(c) the trader's default in payment by more than six weeks.

(d) ongoing operational disruptions due to force majeure beyond the control of the Platform Operator, e.g. natural disasters, fire, breakdown of supply networks through no fault of the Platform Operator.

(4) Any termination must be made in writing. Notices of termination by e-mail shall comply with the written form requirement.

§16 Final provisions

(1) The merchant's general terms and conditions shall not apply, even if their inclusion has not been expressly objected to.

(2) Amendments, supplements and terminations of these General Terms and Conditions must be made in writing. Cancellation of this contract or amendment of this written form clause must also be made in writing. No ancillary agreements have been made.

(3) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(4) The place of performance is the registered office of the platform operator.

(5) The place of jurisdiction for all disputes arising from contractual relationships between the trader and the platform operator is the registered office of the platform operator.

(6) Should individual provisions of these General Terms and Conditions be or become invalid and/or contradict the statutory provisions, this shall not affect the validity of the remaining General Terms and Conditions. The invalid provision shall be replaced by the contracting parties by mutual agreement by a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes. The same shall apply in the event that any amendments to the agreement become necessary. § Section 139 BGB shall not apply.

(7) The language available for the conclusion of the contract is exclusively German. Translations of these General Terms and Conditions in other languages are for information purposes only. In the event of any differences between the language versions, the German text shall take precedence.

November 2023