Legal
General Terms and Conditions for the use of the VAITTO platform
Last updated: August 2026
1.1 These General Terms and Conditions ("GTC") govern all business relationships between VAITTO GROUP ("VAITTO", "we", "us"), Hermann-Löns-Str. 8, 63456 Hanau, Germany, and registered business customers ("Retailers") and suppliers ("Suppliers") using the VAITTO platform at vaitto.com and related subdomains.
2.1 Registration is open only to entrepreneurs within the meaning of § 14 BGB acting in the exercise of their trade, business or profession. Consumers within the meaning of § 13 BGB may not register or place orders. By registering, the Retailer confirms that it is acting in a commercial capacity.
2.1a The individual completing registration on behalf of the Retailer confirms that they are at least 18 years of age (or the age of legal majority in their jurisdiction, if higher) and have full legal capacity and authority to enter into a binding contract on behalf of the Retailer.
2.2 The Retailer must provide complete and accurate registration details, including company name, registered address, the name of an authorised representative, and where applicable a valid VAT identification number or equivalent business registration number in its country of establishment. The Retailer must keep these details up to date at all times.
2.3 Registration constitutes an application only. VAITTO reviews each application and may approve or reject it at its discretion, without stating reasons. No claim to admission to the platform exists. Access to wholesale prices is granted only after approval.
2.4 VAITTO may require documentary evidence of business status — for example a commercial register extract, business licence, VAT registration certificate or proof of retail activity — at registration or at any time thereafter, and may suspend access until such evidence is provided.
2.5 The Retailer is responsible for the confidentiality of its login credentials and for all activity carried out under its account. Credentials may not be shared with or transferred to third parties. The Retailer must notify VAITTO without undue delay of any suspected unauthorised use.
2.6 VAITTO may suspend or terminate an account with immediate effect where the Retailer provides false information, breaches these GTC, fails to settle outstanding charges, or where the account is used in a manner damaging to VAITTO, to a Supplier or to a brand.
2.7 Either party may terminate the platform relationship at any time with fourteen (14) days' notice in text form. Termination does not affect contracts already concluded, which remain governed by these GTC until fully performed.
3.1 Prices, stock levels, product data and images on the platform are confidential commercial information made available solely for the Retailer's own purchasing decisions. The Retailer may not disclose wholesale prices to consumers or to third parties, nor publish them in any public channel.
3.2 The Retailer may use product images and descriptions supplied by VAITTO for the purpose of reselling the goods purchased, provided that brand names, trade marks and product descriptions are reproduced accurately and are not altered in a way that is misleading. This licence is non-exclusive, revocable, and ends when the platform relationship ends.
3.3 The Retailer may not describe itself as an authorised dealer, official distributor, brand partner or agent of any brand carried on the platform, and may not represent VAITTO as such, unless a separate written agreement with the brand owner exists.
3.4 Automated access — including scraping, crawling, bulk downloading and any automated extraction of catalogue or pricing data — is permitted only via the product feed and API interfaces provided by VAITTO and in accordance with the credentials issued. The Retailer may not attempt to circumvent access controls, rate limits or authentication.
3.5 The Retailer warrants that its resale of the goods complies with all applicable law in its own market, including labelling, product safety, consumer protection, import and tax requirements. The Retailer is solely responsible for its own end-customer relationships, including its own terms of sale, warranty handling and consumer withdrawal rights.
3.6 The Retailer must not resell goods obtained through the platform in a manner that misrepresents their origin or condition, and must not present goods as new where they have been used or damaged after delivery.
3.7 The Retailer shall indemnify VAITTO against all third-party claims, including reasonable legal costs, arising from the Retailer's breach of this § 3 or from its onward sale of goods.
3.8 The Retailer shall not use the platform in breach of applicable sanctions, export control or anti-money-laundering legislation, and warrants that it is not, and is not owned or controlled by, a person or entity subject to restrictive measures adopted by the European Union, the United Nations or the Federal Republic of Germany. The Retailer shall not resell or forward goods obtained through the platform to any such person or entity, or to any territory subject to comprehensive restrictive measures. VAITTO may suspend or cancel any order without liability where it has reasonable grounds to believe that this provision would be breached.
4.1 All prices displayed on the platform are wholesale prices (net, excluding VAT) visible only to logged-in, approved Retailers. Prices are subject to change without notice.
4.2 Payment methods and payment fee. (a) Wholesale orders are settled exclusively by bank transfer. Bank details and a payment reference are provided with the order confirmation, and goods are despatched once payment has been received in full. (b) Dropship orders may be settled by bank transfer, or by card and the other payment methods offered by VAITTO's payment service provider, Stripe Payments Europe, Ltd. (c) Where the Retailer chooses to pay by card or by another method processed by that provider, a payment fee is added to the order total. The fee is disclosed in full at checkout before the order is submitted and is shown as a separate line on the invoice. It is currently 1.5% of the order total where the Retailer's billing address is within the European Economic Area, and 3% of the order total otherwise. The fee does not exceed the charge actually levied on VAITTO for accepting that payment and is passed on without mark-up. (d) No payment fee is charged for payment by bank transfer, which is available for every order at no additional charge. (e) Where an order is cancelled or goods are returned at the Retailer's request, the payment fee is not refunded: it covers a charge levied on VAITTO when the payment was processed, which the payment service provider does not return to VAITTO when that payment is refunded. In such cases the amount refunded covers the goods and, where applicable, the shipping charge. (f) Where the cancellation or return results from an error attributable to VAITTO — including goods incorrectly despatched, goods damaged in transit, goods materially not as described, or an order VAITTO is unable to fulfil — the full amount paid is refunded, including the payment fee. (g) VAITTO makes no separate charge in respect of a refund.
4.3 For Supplier-listed products, commercial terms are governed by the individual Supplier agreement confirmed during onboarding.
4.4 All contracts are concluded and all invoices are issued in EUR. Where prices are displayed in another currency (for example JPY), that display is an indicative conversion at a daily reference rate, is provided for guidance only, and is not binding. The EUR amount stated on the invoice governs. The Retailer bears all currency conversion costs, correspondent and intermediary bank charges, and any payment processing fees levied by its own bank or card issuer.
4.5 Prices are net and exclusive of VAT. VAT is applied as follows: (a) deliveries within Germany are subject to German VAT at the applicable rate; (b) deliveries to Retailers in another EU Member State holding a valid VAT identification number issued by the Member State of the billing address are zero-rated under the reverse charge procedure, and the Retailer is responsible for accounting for VAT in its own Member State; (c) deliveries to destinations outside the EU, including Japan, are treated as exempt export supplies pursuant to § 4 No. 1(a) in conjunction with § 6 UStG, conditional upon VAITTO obtaining and retaining valid proof of export. Where proof of export cannot be obtained for reasons attributable to the Retailer, VAITTO reserves the right to invoice German VAT retrospectively.
4.6 Prices exclude all import duties, customs charges, consumption tax, value added tax, excise, customs clearance and brokerage fees arising in the destination country. These are borne by the Retailer or by the consignee named by the Retailer. Where a shipment is refused, returned or abandoned because import charges are not paid, the Retailer bears the outbound and return freight together with any duties, storage, or destruction costs incurred.
4.7 Outstanding charges. Charges arising after despatch are recorded against the Retailer's account and are payable on invoice. Such charges include, without limitation, import duties or taxes subsequently invoiced to VAITTO, unclaimed, refused or returned consignments, return carriage, customs clearance and brokerage fees, and storage or destruction costs. VAITTO may decline to accept new orders from a Retailer for so long as any such charge remains outstanding. Outstanding charges are shown to the Retailer in the account dashboard.
4.8 Refused and unclaimed consignments. Where a consignment is refused, left unclaimed, or returned because of incorrect or incomplete delivery information supplied by the Retailer, a handling fee of €50 per consignment applies, in addition to return carriage and any customs charges incurred. Where the amounts actually invoiced to VAITTO by the carrier or by a customs authority exceed that fee, VAITTO may invoice the difference once the carrier has confirmed the final sum, which may take several weeks. Any refund or credit in respect of the underlying order will be issued only once all such charges have been settled in full.
5.1 Product listings on the platform constitute an invitation to treat (invitatio ad offerendum), not a binding offer.
5.2 A binding contract is concluded upon written confirmation of the order by VAITTO (by email or in-platform notification).
5.3 VAITTO reserves the right to reject orders, in particular where stock is unavailable, where the order does not meet the minimum value threshold, or where account verification is outstanding.
6.1 Delivery times are indicative and depend on the supplying warehouse location. VAITTO does not guarantee delivery within a specific timeframe unless expressly agreed in writing.
6.2 Unless expressly agreed otherwise in writing, deliveries are made FCA (Free Carrier) at the named dispatching warehouse, Incoterms® 2020. Risk of loss or damage passes to the Retailer upon handover of the goods to the first carrier.
6.3 Wholesale orders are delivered to the Retailer's own business address. The Retailer is the importer of record and is responsible for all import formalities in the destination country.
6.4 Delivery to a nominated address. Where the Retailer specifies a delivery address other than its own — including the address of the Retailer's own customer or of a freight forwarder — delivery is made DAP (Delivered at Place) to that address, Incoterms® 2020, duty unpaid. The consignee named by the Retailer will be the importer of record in the destination country and may be required to pay import duties, consumption tax and clearance fees before the consignment is released. The Retailer is solely responsible for the accuracy of the delivery address, for its authority to disclose that address to VAITTO, and for informing the consignee of this liability before concluding any onward sale. VAITTO does not offer delivered-duty-paid (DDP) shipping.
6.5 Self-shipment. Where the Retailer uploads its own carrier label, delivery is made FCA at the dispatching warehouse and all responsibility for carriage, insurance, export formalities and import formalities passes to the Retailer upon handover to that carrier. VAITTO charges no shipping fee for such shipments and accepts no liability for loss, damage or delay after handover.
6.6 Ex Works (EXW) — Self-arranged pickup. Where the Retailer elects to arrange its own pickup or courier collection from the VAITTO warehouse (Ex Works terms, Incoterms® 2020), the following liabilities apply exclusively to the Retailer: (a) The Retailer assumes full legal responsibility for all customs declarations, export clearance documentation, and export formalities required by German law and by the law of the destination country; (b) The Retailer assumes full legal responsibility for all import clearance, import duties, consumption taxes, VAT, and all other import formalities and charges arising in the destination country; (c) The Retailer assumes full legal responsibility for all carrier documentation, shipping labels, tracking, insurance and carriage terms; (d) The Retailer is responsible for obtaining and retaining proof of export where required for VAT purposes or for customs verification; (e) Risk of loss, damage, and delay passes to the Retailer at the moment the goods are made available for pickup at the warehouse, whether or not the Retailer's chosen courier has yet taken physical possession; (f) VAITTO accepts no liability whatsoever for loss, damage, delay, non-delivery, export refusal, import refusal, customs disputes, duty disputes, misdeclaration, or any other circumstance arising from or connected with the Retailer's choice of carrier, the Retailer's packaging, the Retailer's declarations to customs authorities, or the Retailer's failure to comply with applicable export or import law. The Retailer indemnifies VAITTO against all costs, claims, fines, and penalties arising from any breach by the Retailer of applicable export control, customs, or product compliance law.
6.7 Insurance. Consignments are insured against loss only. Insurance does not cover damage to goods, delay in transit, or any other circumstance outside VAITTO's reasonable control. Where a carrier confirms a consignment as lost, VAITTO will pursue a claim with the carrier and, upon approval of that claim, will either reship the goods at no additional cost or issue a credit. Claims for non-delivery must be submitted to VAITTO no later than 14 days from the date of despatch.
7.1 Statutory warranty rights for business customers under §§ 434 et seq. BGB apply. The warranty period is 12 months from delivery.
7.2 Defects must be reported in writing within 7 business days of receipt. Concealed defects must be reported immediately upon discovery.
7.3 Wholesale orders. VAITTO does not accept discretionary returns on wholesale orders. Goods may not be returned because of a change of mind, over-ordering, a change in the Retailer's own resale plans, or any other reason unconnected with the condition or conformity of the goods. This does not affect the Retailer's rights under §§ 7.1 and 7.2 in respect of goods which are defective, damaged in transit, or which do not correspond to the order.
7.4 Dropship orders. Returns of dropship orders are accepted within 14 days of delivery to the recipient, subject to prior written authorisation from VAITTO and the issue of an RMA number. Authorised goods must be received by VAITTO within a further 14 days of authorisation; consignments arriving after that period may be refused. Goods must be returned unused and in their original condition, with all tags, boxes, dust bags and original packaging intact. VAITTO may refuse goods which have been worn, washed, altered, or which show traces of use.
7.5 Return shipping costs are borne by the Retailer, except where the return results from an error attributable to VAITTO — goods incorrectly despatched, goods damaged in transit, or goods materially not as described — in which case VAITTO bears the cost of return carriage and issues a prepaid return label. Returns must be sent with an active tracking number using a tracked courier service.
7.6 The statutory right of withdrawal (§ 312g BGB) does not apply, as VAITTO exclusively serves business customers.
7.7 Returns despatched from outside the European Union must be authorised in advance by VAITTO, must quote the RMA number issued, and must be declared to customs as returned goods (Returned Goods Relief, Art. 203 Union Customs Code), accompanied by a copy of the original VAITTO invoice and the original export declaration. Consignments declared as a new commercial import, or returned without prior authorisation, may attract EU import duty and import VAT; these costs will be charged to the Retailer or deducted from any credit issued. Return freight and associated charges from destinations outside the EU are borne by the Retailer, except where the return results from an error attributable to VAITTO.
8.1 Product images, descriptions, and data provided through the platform are licensed for the purpose of reselling the products purchased through VAITTO. They may not be used for any other purpose.
8.2 The Retailer is responsible for ensuring their use of brand names and product imagery complies with applicable trademark law in their jurisdiction.
8.3 Catalog export (CSV or API) is permitted solely for the purpose of listing purchased or dropshipped products in the Retailer's own store.
9.1 All goods offered are authentic, unused, current or past-season branded goods obtained from wholesale distributors established in the European Union and lawfully placed on the market within the European Economic Area by or with the consent of the trademark proprietor.
9.2 VAITTO is an independent reseller. VAITTO is not an authorised dealer, agent, distributor, franchisee or licensee of any brand offered on the platform, and no statement on the platform shall be construed as such. Nothing in these GTC grants the Retailer any licence, right or interest in any trademark, and the Retailer shall not describe itself as an authorised retailer, official stockist or partner of any brand.
9.3 The Retailer acknowledges that resale of the goods in the destination market may constitute a parallel import. The Retailer is solely responsible for satisfying itself that such resale is lawful in that market. In Japan, parallel importation of genuine goods is permitted subject to conditions established by Japanese case law; responsibility for meeting those conditions rests with the Retailer as importer and reseller.
9.4 Upon written request in relation to a specific order, VAITTO will provide such supply chain documentation as is available to it. VAITTO does not issue and cannot procure certificates of authenticity from brand proprietors, and gives no warranty that any brand proprietor consents to resale of the goods in any particular territory or through any particular sales channel.
10.1 Goods supplied by VAITTO may or may not qualify as originating in the European Union for the purposes of the Agreement between the European Union and Japan for an Economic Partnership (EU–Japan EPA).
10.2 Where goods qualify and where the Retailer so requests in writing before despatch, VAITTO will endeavour to issue a statement on origin enabling the Retailer to claim preferential tariff treatment on importation into Japan. Preferential origin is determined per product and per consignment. VAITTO gives no general representation that any product qualifies.
10.3 Where preferential origin cannot be established from the documentation available from VAITTO's suppliers, or where VAITTO is not able to issue a statement on origin for the consignment in question, no such statement will be issued and the standard most-favoured-nation duty rate will apply on importation.
10.4 The claim for preferential treatment must be made by the importer at the time of importation. VAITTO accepts no liability where the importer fails to claim preference, where a claim is refused by the destination customs authority, or for any retrospective claim.
11.1 Goods are supplied bearing the manufacturer's original labelling as placed on the market in the European Union.
11.2 The Retailer is solely responsible for compliance with all labelling, marking, language and product information requirements applicable in the country of resale. In Japan this includes, without limitation, the Household Goods Quality Labelling Act (家庭用品品質表示法), which requires fibre composition and care information in the Japanese language for goods sold at retail in Japan.
11.3 Any composition, material, care, measurement or country-of-manufacture information displayed on the platform is passed through from VAITTO's suppliers as received. It is provided for reference only and without warranty as to its accuracy or completeness. The Retailer must verify such information against the physical goods before republishing it.
12.1 VAITTO is liable without limitation for damages resulting from injury to life, body, or health, and for damages caused by intentional or grossly negligent breach of duty.
12.2 For simple negligence, VAITTO is only liable in the event of breach of a material contractual obligation (cardinal obligation). Liability is limited to the foreseeable, typically occurring damage.
12.3 Any further liability is excluded.
13.1 These GTC and all contracts concluded through the platform are governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
13.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is Frankfurt am Main, Germany, provided the Retailer is a registered merchant (Kaufmann), a legal entity under public law, or a public-law special fund.
14.1 VAITTO reserves the right to amend these GTC at any time. Registered users will be notified of material changes by email at least 30 days before they take effect. Continued use of the platform after the effective date constitutes acceptance.
Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent of the original.
These GTC are drafted in the English language. Any translation, including into Japanese, is provided for convenience only. In the event of any discrepancy or dispute as to interpretation, the English language version shall prevail.