Terms for the use of "Kauf auf Rechnung"
The following terms apply for your use of the "Kauf auf Rechnung" feature and are incorporated into the PayPal User Agreement by reference.
1. "Kauf auf Rechnung"
Many merchants want to offer to their buyers, who are consumers and provide a place of residence in Germany ("Customers"), the opportunity to purchase goods or services in their online shop on account and pay by electronic funds transfer. For this purpose PayPal has developed a payment upon invoice product ("Kauf auf Rechnung"). Any merchant wishing to offer Kauf auf Rechnung to its Customers is required to either use PayPal PLUS (see Terms for the use of PayPal PLUS) or to be a merchant on eBay. There shall be no entitlement to the eligibility for Kauf auf Rechnung. PayPal reserves the right not to offer Kauf auf Rechnung to a merchant and to terminate or limit Kauf auf Rechnung in full or in part at any time, including but not limited to the right not to purchase receivables of purchases of certain products, product group, or from certain industries.
In the scope of Kauf auf Rechnung PayPal purchases from the merchant all receivables against a Customer of the merchant which arise from the use of the Kauf auf Rechnung product ("PayPal Invoice Contracts"). PayPal will credit the purchase price for the receivables to the merchant’s PayPal Account after completion of the order by the Customer and before the Customer settles the bill and pays the outstanding amount to PayPal.
2. Conditions for the use of Kauf auf Rechnung by Customers
Kauf auf Rechnung may as a general rule be used for transaction amounts between EUR 1.50 and EUR 1,500.00.
PayPal will in its own name perform an identity and credit check on the Customer ("Credit Check") as soon as the Customer chooses Kauf auf Rechnung. Kauf auf Rechnung shall not be offered to a Customer if the result of the Credit Check has resulted in the ineligibility of the Customer for the intended PayPal Invoice Contract. PayPal has the right to perform this Credit Check at its own standards and to rate Customers as eligible or ineligible for Kauf auf Rechnung. If PayPal determines that a Customer is ineligible for Kauf auf Rechnung, the Customer will immediately be shown a declining message. A PayPal Invoice Contract will not be concluded in this case. The Customer will be reverted back to the payment selection page of the merchant.
3. Sale and Assignment of Receivables
The merchant hereby offers PayPal to purchase all its receivables and rights against the Customer deriving from PayPal Invoice Contracts concluded after the date of introduction including any associated charges (including but not limited to shipping costs) and fees, ancillary rights, quasi-contractual claims, claims based on unjust enrichment and claims in tort(collectively "Assigned Receivables"). PayPal accepts this purchase offer. The merchant hereby irrevocably assigns the Assigned Receivables to PayPal. PayPal hereby accepts the assignment of the Assigned Receivables.
The assignment of an Assigned Receivable to PayPal shall be effective as soon as the Assigned Receivable comes into existence.
The merchant is obliged to inform PayPal of the amount of each Assigned Receivable via API call immediately after completion of the order process.
PayPal may resell and assign the Assigned Receivables (e.g. for purposes of collection) without any restrictions.
4. Crediting of Purchase Price; Fees
For Assigned Receivables PayPal shall credit the merchant an amount ("Purchase Price") as set out below:
- The price for the goods or services agreed upon between the merchant and the Customer plus
- Charges and fees (e.g. shipping costs) payable by the Customer minus
- Standard Fees payable by merchant according to the Fees Page; PayPal shall not apply a Fee for the assignment of Assigned Receivables itself..
The Purchase Price is due immediately after the Customer completes the order process. PayPal shall credit the merchant’s PayPal Account with an E-Money amount equal to the Purchase Price.
5. Rights of recourse and rescission
PayPal shall not have a right of recourse against the merchant, if the Customer is not able or willing to pay the Assigned Receivables due in a timely manner ("factoring without recourse") nor in cases where the Customer commits fraud, e.g. by submitting a false name, address or bank account data. This only applies if the payment has been shown to the merchant as completed in the merchant’s PayPal Account.
If a Customer asserts the defense of non-fulfilment of contract (e.g. item not received) or if a Buyer refuses payment by asserting other defenses or objections, PayPal may take recourse with the merchant unless the merchant can provide valid proof of shipment in accordance with the terms of the PayPal Seller Protection Policy. In the event the merchant violates representations or warranties set out in clause 6. the merchant shall not be eligible for PayPal Seller Protection.
In the event that the Customer disengages from the purchase (including, but not limited to rescinding, canceling, or revoking the purchase), the merchant shall immediately inform PayPal of such disengagement via an API call or through the PayPal Account of the merchant by voiding/cancelling the transaction in the merchant’s PayPal Account, choosing the return option in the merchant’s PayPal Account, or informing PayPal of the demand for a price reduction, respectively, and by returning the Purchase Price to PayPal via the merchant’s PayPal Account immediately. The same applies mutatis mutandis to partial disengagement (e.g. partial return) or reduction. In such case, the merchant shall reimburse PayPal for any amounts already overpaid to the merchant (if any). PayPal shall also reimburse an overpaid amount to the merchant, if any.
6. Representations and Warranties; Legal Consequences of a Breach
The merchant hereby represents – irrespective of fault, whether willful or negligent – that the following is true and correct at the time of conclusion of this Agreement, when the assignment becomes effective and at any point in time thereafter for the Assigned Receivables (collectively "Representations"):
- The merchant is the sole and unlimited legal and beneficial owner of the Assigned Receivables;
- The merchant holds the full right to transfer, with full title guarantee, any and all of the Assigned Receivables;
- The Assigned Receivables, including all ancillary rights, are valid (with the exception of the Customer fraud as set out in clause 5. above);
- The Assigned Receivables have not been assigned to any third party, in particular, but without limitation, they are not subject to extended retention of title agreements (in German: verlängerter Eigentumsvorbehalt), floating charges, global assignments (in German: Globalzession) or similar security granted to third parties except for security agreements where the merchant has been authorized to dispose of the Assigned Receivables as required under this User Agreement;
For the entire term of use of Kauf auf Rechnung (if not stated otherwise hereinafter) the merchant undertakes the following vis-à-vis PayPal (collectively "Warranties"):
- The merchant shall not autonomously collect payments relating to the Assigned Receivables;
- The merchant shall deliver all products or services underlying any Assigned Receivables in full, without delay and as agreed to the Customer;
- The merchant shall send or render all products or services within seven days of the completion of a transaction, unless expressly agreed otherwise with PayPal;
- The merchant will notify the Customer of the assignment of the Assigned Receivables to PayPal and provide to the Customer the payment instructions using the data received from PayPal via an API call and shall also include these payment instructions on its invoice to the Customer;
- The merchant shall be in compliance with all requirements set forth in the documentation of the integration provided to the merchant;
- The merchant shall only enter into PayPal Invoice Contracts for physical goods and not for intangible goods or services, unless these intangible goods or services are in direct relationship with the purchased physical good (such as shipping or assembly costs);
- The merchant shall use its best effort to ensure the validity of the assignment, shall not impair the Assigned Receivables in their existence or their commercial usability, shall ensure the best commercial usability of the Assigned Receivables and shall notify PayPal without undue delay if existence or commercial usability of the Assigned Receivables is considerably impaired;
- The merchant shall not allow the Customer to change his address (invoice or shipping address) or any other of the Customer's data in the online shop or during the order process after the credit check has been performed. To the extent the merchant engages third parties to ship the goods, the merchant shall ensure that also such third party shall not allow changes of address or other data;
- The merchant shall upon request by PayPal take such actions necessary or required to ensure the rights of PayPal to the Assigned Receivables or to exercise such rights;
- The merchant shall support PayPal with the performance of debt collection measures regarding the Assigned Receivables by providing to PayPal proof of shipment or other compelling evidence regarding the existence, the value, or effectiveness of the Assigned Receivables;
- The merchant shall pay Value Added Tax (VAT on Assigned Receivables. The merchant authorizes PayPal to pay VAT to the competent financial authority and to request reimbursement from the merchant. PayPal is entitled to set-off this reimbursement claim against a Purchase Price claim of the merchant. PayPal shall notify the merchant of such set-off. The merchant shall transfer to PayPal such VAT amounts that have been refunded to the merchant by the competent financial authority, if PayPal has notified the merchant that Assigned Receivables are uncollectible. The net invoice amount shall be regarded as base for VAT assessment of a single receivable.
- The merchant shall not grant any right of rescission to its Customers exceeding the applicable statutory right or rescission; this shall not apply if the merchant sells goods using Kauf auf Rechnung on the German website of eBay under "eBayGuarantee". The merchant can according to the provisions of "eBayGuarantee" grant to its Customers a right of rescission that exceeds the statutory right of rescission;
- The merchant shall grant to its Customers a term of payment as instructed by PayPal.
If the merchant is in breach of any of the Representations or Warranties herein, the merchant shall inform PayPal hereof immediately and, if possible, cure such breach without undue delay. PayPal will set an adequate grace period for the cure of the breach to the merchant. If the merchant does not cure the breach within the grace period set by PayPal, PayPal shall be entitled to terminate the merchant’s use of Kauf auf Rechnung. The requirement of a grace period set by PayPal shall not apply, if a cure of the breach is a priori impossible. The merchant is obliged to indemnify and hold PayPal harmless for any losses or damages that PayPal may suffer as a result of such breach of any Representation or Warranty.
If the merchant is in breach of a Representation or Warranty and if (and as far as) PayPal has received on an Assigned Receivable an amount as per clause 5. in an amount of the respective Assigned Receivable and if PayPal has terminated the use of Kauf auf Rechnung by the merchant or in full, PayPal shall reassign the Assigned Receivable to the merchant as far as legally permissible.
Immediately upon completion of the order the merchant shall notify the Buyer on the confirmation page of the merchant’s online shop of the assignment and the payment instructions contained in the data provided by PayPal via API call, and also add this data on the invoice to the Buyer.
The merchant shall act on PayPal’s instructions to take such action as is necessary to preserve or enforce PayPal’s rights in the Assigned Receivables. Further, the merchant is obliged to support PayPal in its collection efforts of the Assigned Receivables by providing necessary proof of shipment or other documents supporting the existence, value and validity of the Assigned Receivables as the case may be.
The merchant shall immediately notify PayPal in case of any (partial) returns, rescissions, credits, or cancellations with regard to Kauf auf Rechnung via API call. The merchant shall also notify PayPal in case of any material or systemic complaints received in relation to Kauf auf Rechnung.
The merchant shall defend, indemnify and hold harmless PayPal against any claim by any third party including PayPal’s legal expenses: (a) where Claim is due to or arising out of the merchant’s alleged (i) breach of any Representation, Warranty, or obligation in this User Agreement, (ii) violation of any applicable laws or regulations, or (iii) negligence or misconduct, or (b) where Claim asserts that the merchant’s technology (whether owned by the merchant or licensed from a third party) or services provided under and used in accordance with this User Agreement, infringe such third party’s intellectual property rights.
8. Data Protection
Both PayPal and the merchant agree and acknowledge that both PayPal and the merchant will each be independently of each other acting as data controllers in respect of personal data processed by each of them. This User Agreement does not establish a basis for jointly exercising data controller powers over the relevant personal data.
Both PayPal and the merchant undertake to comply with privacy law (as applicable to each of them) and the fulfilment of their respective obligations under this User Agreement and to procure that their respective personnel comply with privacy law.
Both PayPal and the merchant agree and warrant that neither PayPal nor the merchant shall knowingly do or omit to do anything in relation to personal data which either knows would put PayPal or the merchant in breach of its obligations under the privacy law.
Both PayPal and the merchant must provide such reasonable assistance to the other so that it may comply with such obligations as are imposed on it by the privacy law, including (but not limited to) providing the other with reasonable co-operation and assistance in complying with any request received from an individual for access to copies of personal data relating to them and to fulfil its statutory regulatory obligations in relation to any competent regulator. Any breach of the provisions of this clause shall be notified in writing by the breaching party to the other party as soon as reasonably practicable.
To ensure a smooth flow of the use of Kauf auf Rechnung, the merchant provides to PayPal in particular name, address and email address of the Customer, goods and services sold, the amount due and other relevant data which will then appear as pre-filled data in the application flow but may be changed by the Customer. The merchant shall ensure that it obtains all necessary data protection consents from the Customer to allow PayPal to fulfil its duties and exercise its rights under this User Agreement.
9. Termination rights of PayPal
PayPal reserves the right to limit or terminate the use of Kauf auf Rechnung by a merchant without notice, including without limitation regarding certain products, groups of products or values.
10. Limitation of liability
The liability of PayPal and its agents in connection with Kauf auf Rechnung is excluded for cases of slight negligence. In all other cases the liability of PayPal and its agents is limited to an amount equal to 20.00% of the total amount of Fees which the merchant has paid to PayPal in the preceding calendar year for the use of Kauf auf Rechnung. Nothing in this clause shall limit the liability of PayPal for loss of life or limb or health or for a breach of a major obligation or for cases of gross culpability.
Otherwise, the provisions of the No warranty section of the PayPal User Agreement shall apply.