Payment on Invoice Payment Method Terms

Last Updated: September 23, 2024

Definitions.

A "Merchant Receivable" is a monetary receivable due to you from a customer under an agreement concluded between you and the customer for the purchase of goods or services (each, the "End Customer Agreement"), including Ancillary Rights, for which the relevant customer has selected Payment on Invoice as payment method. The Merchant Receivables must fulfil the criteria set out in Annex 1 (the "Merchant Receivables Criteria").
"Ancillary Rights" are ancillary rights in relation to the respective Merchant Receivables, in each case irrespective of whether they are transferred together with the respective Merchant Receivables by operation of law pursuant to Section 401 German Civil Code (as amended from time to time "BGB"), in particular:
- Collateral in connection with the Merchant Receivables;
- Claims arising from trade credit, transport, burglary, theft, fire and default insurance (for the avoidance of doubt: in terms of fire and default insurances limited to the purchased goods or services under the respective End Customer Agreement);
- quasi-contractual claims, claims arising from illicit enrichment (ungerechtfertigte Bereicherung) and claims arising from tortious acts (unterlaubte Handlungen);
- your conditional claims for restitution or retrieval from a direct owner;
- priority claims, claims to legal action, rights of rescission and appeal as well as all other legal positions, interest claims, claims for damages, warranty claims, contractual penalty claims against customers or third parties who are the direct owners of the goods and
- other claims against third parties in connection with the Merchant Receivables (e.g. claims against central settling agents and purchasing associations, claims against carriers), as well as other ancillary rights in connection with the Merchant Receivables or the underlying legal transactions and agreements.

Additional and new claims against the customer arising from the reversal of the End Customer Agreement (e.g. return costs) are not ancillary rights.

2. Acquiring of the Merchant Receivable

If Payment on Invoice is embedded in your check-out process, you offer to Stripe to acquire each Merchant Receivable for which a customer chooses Payment on Invoice.
Any time when a customer chooses to make a payment via Payment on Invoice, Payla Services GmbH, Kaiserplatz 2, 80803 Munich ("Payla") carries out a risk assessment to determine the probability of payment for all Merchant Receivables. Where the risk assessment is concluded with a positive assessment, "Positive Rating Message" will be sent with regard to the respective Merchant Receivable.

In the event of a Positive Rating Message, Stripe acquires the respective Merchant Receivable from you. For this purpose, you will receive a Success message from Stripe. The actual assignment of the Merchant Receivable will take place in accordance with Section 3.

3. Assignment of the Merchant Receivables

For the purpose of processing, you hereby assign the relevant Merchant Receivables to Stripe by the Assignment Acceptance message from Stripe to Payla and Stripe accepts this by the Success message from Stripe to you.
If there is any doubt as to the validity of the assignment of the Merchant Receivable and this requires a further declaration or action by you, you must make the corresponding declaration or take the corresponding action.
At Stripe's request, you will immediately confirm the assignment of one or more Merchant Receivables in the form specified by Stripe ("Confirmation of Assignment").
You instruct Stripe to process the Merchant Receivable. The processing allows Stripe to assign Merchant Receivables to Vereinigte Volksbank Raiffeisenbank eG , Darmstädter Straße 62, 64354 Reinheim, Germany (“VVRB”).

4. Settlement of Merchant Receivables

Stripe will pay the settlement funds upon receipt from VVRB in accordance with the Payout Schedule.

5. Rights of Rescission

Stripe will be entitled to recission from an assignment made in accordance with Section 3 if and to the extent that the respective Merchant Receivable is a defective Merchant Receivable. If a right of rescission is exercised by us, this will mean that we will recoup the assignment amount we paid to you (or agreed to pay to you), together with any reasonable costs that we or our Financial Partners may incur in trying to collect payment on the defective Merchant Receivable from the end customer.
Our Financial Partners will inform Stripe if a Merchant Receivable is defective, and this could include (by way of example) if:
- the Merchant Receivable does not meet the Merchant Receivable Criteria (for example, it is not governed by German or Austrian law (as relevant));
- the Merchant Receivable does not exist or is otherwise not valid or enforceable, for example where the transaction was fraudulent or where you may have already assigned or granted rights to the Merchant Receivable to a third party;
- a dispute raised by an end customer is not adjudicated in your favor (for example where you did not deliver the goods or services in accordance with applicable law and/or the relevant End Customer Agreement or any other fraudulent acts);
- a customer exercises a statutory or contractual right of withdrawal or rescission or you give a right of withdrawal or rescission to an end customer in an individual case; or
- you change the amount payable in agreement with the end customer or unilaterally (for example if you agree to give an end customer a discount after the transaction has been processed); or
- you do not comply with the dispute process for this Payment Method (for example you do not submit evidence in the required timeframe or in the required format); or
- we ask you to sign a confirmation of assignment and you do not respond in the time we require; or
- a court determines that a right to rescission should exist.
In the event of rescission, the respective assignment will be rescinded (in part, if applicable) and you will owe Stripe the repayment of the settlement amount for the respective Merchant Receivable. Further rights of Stripe under the Stripe Service Agreement remain unaffected.
If Stripe rescinds the relevant defective Merchant Receivables, Stripe hereby assigns to you all present and future defective Merchant Receivables (to the extent not extinguished by operation of law) and you hereby accept such assignment.
If the customer has already made payments to Stripe or VVRB for a defective Merchant Receivable before Stripe's rescission of the assignment, Stripe or VVRB is entitled to refund the payment to the customer.

6. Representation and Warranty

You represent and warrant that the Merchant Receivable assigned to Stripe is subject to German or Austrian law, as applicable to the payment transaction.

Annex 1 - Merchant Receivable Criteria

End Customers:

exclusively B2C-customers with a residence address in DE or AT respectively (consumers within the meaning of the applicable legal provisions) (implementation for B2B-customers under review at a later date)
German consumers within the meaning of § 13 BGB and Austrian consumers within the meaning of Section 1 (1) Z2 of the Consumer Protection Act (KSchG) of legal age and with full legal capacity

Currency: Euro (EUR)

Minimum shopping basket limit/maximum shopping basket limit in euros (gross basket amounts): 10.00/1,500.00

Excluded Services: Merchant Receivables may not be based on prohibited or restricted categories of goods and/or services.

Shipping Requirements:

shipping countries: Shipping address in Germany or Austria (exclusive shipping countries)
shipping address that differs from the billing address: yes, subject to Payla’s risk decision on transactional level
delivery to packstations: no
delivery to parcel stores: no
parcel rerouting permitted (e.g. to a packstation or preferred deposit location): no