The following terms and conditions (TOS) issued by Exsila AG, Baarermattstrasse 10, 6340 Baar, Switzerland (hereinafter: Exsila) and included rules and procedures govern the participation and use of www.exsila.com (including all subdomains and mobile apps) and define the rights and obligations of the members and the contractual relationship between Exsila and Exsila members.
Upon each login, the Exsila member re-agrees to these TOS. These TOS can be adjusted by Exsila at any given time and without justification. The current version of the TOS is always published on Exsila.2.1. Purpose
Exsila is providing an online exchange community where members can offer and purchase goods and services (items). These TOS define the offering member as „seller“ and the purchasing member of an item as „buyer“.
2.2. Self dependent use
Exsila members can conclude binding contracs amongst each other through the Exsila exchange community. The fulfillment of the contract is exclusively the responsibility of the buyer and seller.
2.3. Legal status of Exsila
Exsila itself is never a contracting party in deals concluded by members within this exchange community. Exsila is solely the platform provider. Exsila, its representatives, staff and auxiliary personnel are by no means responsible or liable for possible risks related to the initiation and finalization of transactions. They can in no way be made liable for possible damages.
Exsila has no obligation to supervise the behavior of its members related to their use of this platform. Exsila is authorized, but not obligated, to review the offers and content published by its members on this platform for legality and admissibility. This also applies especially to the trade rating system used by members.
Exsila is authorized to ban certain items or product groups within this platform at any given time, in it's sole discretion and without justification. A non-exhaustive enumeration can be found below in the section „Prohibited items“.
Exsila is authorized to rename, split, merge, remove or add categories at any given time and without prior notice or justification. Exsila is authorized to move offers to different categories or to delete them.
Moreover, Exsila is authorized to suspend a membership, should any credible indications exist, that said member has violated the present TOS. Exsila reserves the right to terminate a membership without justification (see „Termination by Exsila“).
2.5. No entitlement to usage
There is no entitlement or right to register a membership, or to use the website and services offered by Exsila. At any time, Exsila is authorized to reject a member registration, to terminate a membership, and/or to discontinue a service.
To use our platform, a membership is required. The registration is performed by filling out the registration form and accepting the terms and conditions. By registering, a contract is concluded between the member and Exsila, which authorizes the member to purchase and sell items on Exsila and use the corresponding password-protected services and areas of the platform. The membership is personal and cannot be transferred to someone else.
3.2.1. Power to act3.3. Duration of membership
A membership is exclusively reserved for natural or legal persons who have unrestricted power to act, and reside in or run a business headquartered in the United States of America (USA).
3.2.2. Personal information
Your personal information must at all times be the up-to-date. To fully use the Exsila platform you need to provide: name, surname, home address (PO Box only addresses are not allowed), ZIP code, city, state, phone number and email address.
The member is required to update any changes to his personal information in his member profile.
The nickname chosen by the member will by no means be offensive or constitute an infringement to morality. The nickname will not include the term Exsila and will not infringe the rights of third parties. Additionally, the nickname will not include references to an email address and/or website address.
Exempted from the policies listed unter 3.2.2 regarding personal information are solely partners that have been verified by Exsila.
3.3.1. Beginning3.4. Account balance
The membership will begin with the verification of the registration by Exsila.
3.3.2. Termination by member
The membership can only be terminated when the following conditions are met:
3.3.3. Termination by Exsila
- - The member account balance is even and there are no outstanding claims (fees, invoices) owed to Exsila
- - The member doesn't have any open trades - be it as seller or as buyer.
At any given time, Exsila is authorized to terminate a membership. A member can be deleted anytime and without naming any reasons. Termination by Exsila does not result in any claims against Exsila, in particular this applies to credit balances in the member account. These balances will never be paid-out, offset and/or credited.
The following violations will lead to a termination of the membership by Exsila, whereas the following list is not exhaustive:
- - Providing of incomplete and/or wrong information
- - Violations of the TOS and/or of morality.
- - Repeated trade cancellations (violations of trade contracts)
- - Multiple registrations
Exsila is authorized to temporarily or definitively terminate a membership, if it appears that said member shares a household with another banned or blocked member.
In case of a membership termination by Exsila, all outstanding claims like unpaid fees or invoices, reimbursement for expenses and debt collection costs are still owed to Exsila.
If a membership has been terminated, that member is not allowed to register a new account without a prior consent by Exsila, no matter if the new registration is performed with the own name or the name of another person.
Any infringement of this provision will be penalized with CHF 100
4.1. General obligations
The account balance is part of an individual member account and allows sending and receiving electronic payments.
The account balance can never be transferred, or otherwise made accessible, to a third party. Exempt in cases of inheritance, which needs to be proven by an official document.
The Exsila account balance is subject to the following provisions:
- - The account balance and all payments within Exsila may exclusively serve the purpose of purchasing goods and services
- - The balance expressed in Exsila points cannot be converted to USD and/or be paid out
- - Account balances will never be transferred to the account of another member
- - A negative account balance (balance in favor of Exsila) will be invoiced
Exsila reserves the right to change these provisions at any time, without prior notice or justification.
The member is obligated to never to reveal or make available passwords or other valuable information and data to third parties.
The member is prohibited from making accessible other members' data acquired through the use of Exsila to third parties or to use them for any commercial purposes. The member will not send emails of commercial nature to other members and will also not extend the contact to these members outside of what is necessary to conclude a trade.
The member grants Exsila the free of charge, unlimited and extensive right of use, including the right to duplicate, distribute and modify all content published by the member on our platform.
The member is obligated to use truthful and factual data whenever rating a trade. Exsila is authorized at any given time, but not obligated, to intervene and to delete and/or correct ratings. (see also point 7.3. Rating system).
The member is prohibited from soliciting or performing trades outside of the Exsila platform with the information acquired on Exsila. The member may not misuse the Exsila Mailer (firstname.lastname@example.org) for personal purposes.
All misusages of the Exsila software and operating system are prohibited and will be punished. This applies especially to the use of mechanisms, software and scripts, as well as to measures that would strain the infrastructure.
The member is prohibited from copying, blocking, overwriting or altering content and images published on the Exsila platform.
4.2. Obligations of the buyer
Buyers acccording to these TOS and member obligations, are defined as members who purchase items from other Exsila members.
The buyer is legally bound to his purchases at any time.
4.3. Obligations of the seller
Sellers according to these TOS and member obligations, are defined as members who offer and sell items to other Exsila members.
The seller is obligated to only offer unrestrictedly transferable items, which are in his possession. After the contract is concluded, the seller must ship the item without delay to the buyer, and/or ensure the timely hand-over of the item.
The seller is obligated to truthfully describe his offered items. All aspects that might be relevant to the buyer's purchase decision must be considered and included. It is imperative that the seller informs about any defects or signs of wear.
The seller is prohibited from passing his incurred fees to the buyer or asking the buyer to cover these.
The seller is only allowed to publish information about the item that is for sale. He may not publish any advertising of any kind.
In cases of a prolonged absence, that would prevent the timely shipment of sold items, the seller is obligated to pause or delete all his items on Exsila. The seller is also obligated to fully remove all invalid offers, otherwise Exsila may step in and is authorized to delete such offers without justification.
Only originals may be offered on Exsila. It is prohibited to offer items whose offering, distribution or purchase infringe any laws or morals. In addition to that, the following items are prohibited from being offered or purchased:
6.1. The binding character of an offer
- - copies of any type
- - stolen items
- - weapons
- - hazardous substances
- - intoxicants
- - illegal services
- - sexual services
- - items that are offensive or abusive
The seller is legally bound to the offer he publishes on Exsila, as long as this offer is active. Before an item is ordered by the buyer, each item may be paused or deleted by the seller.
6.2. The binding character of a purchase
A purchase can only be performed on the Exsila platform. With completing a purchase, a legally binding contract is concluded between buyer and seller.
6.3. Scope of contract
The contract between buyer and seller includes the item description as well as details and conditions added by the seller. With the item description and further details, the seller is assuring that the item has the described properties.
With the payment of the determined price, the seller is transferring all property and usage rights of the item to the buyer.
The price always includes all possible taxes, dues and possible VAT.
The seller is liable for not describing material defects that impair the value or usage of the item. The seller is especially liable for the unambiguously wronly described functionality of a sold item.
Upon the conclusion of a contract, both seller and buyer will receive the necessary contact information of the other party from Exsila, which will allow the contract to be executed.
By general rule, all items will be shipped by the seller to the buyer. A personal hand-off is only allowed if this has been mutually agreed upon.
The buyer is paying the purchase price exclusively through the Exsila transaction system.7.1. Transaction system
The Exsila transaction system is the payment system used for processing transactions. Exsila operates exclusively as service provider of the transaction system and acts based on the corresponding instructions and requirements.
When purchasing an item on Exsila, the necessary amount will be immediately reserved and blocked, and cannot be used for other purchases.
The confirmation of item receipt by the buyer leads to the release of the blocked amount and is immediately transferred to the seller. Any swap fees will be deducted from this amount.
7.2. Phases of contract execution
Each transaction should be completed as quickly as possible. The following phases and time limits ought to be respected:
7.2.1. Item purchase7.3. Rating system
Once a purchase is made, the corresponding amount will be reserved and blocked on the buyers account balance.
After an item has been ordered, the seller must ship the item within 10 days and confirm shipping in his member account.
If the seller does not confirm shipping within the time frame of 10 days, the trade will automatically be cancelled. All seller's active items will be paused automatically until further notice. The reserved and blocked amount on the buyer's account balance will be released.
Should the seller not be able to ship the item, he needs to inform Exsila within the 10 days after receiving the order confirmation, and specify the reasons why the item cannot be shipped. The seller will receive an automatic, neutral rating. The trade is cancelled. The reserved and blocked amount on the buyer's account balance will be released.
If the buyer confirms item receipt and rates the seller within 10 days since shipping confirmation, the transaction is marked as completed and in accordance with the offer description. The reserved and blocked amount is now charged from the account balance of the buyer and is transferred to the account balance of the seller, minus the swap fee.
If the buyer fails to confirm item receipt within 10 days since shipping confirmation, the trade will undergo an additional verification period of 5 days. After those 5 days, Exsila will make a final decision under consideration of all available facts:
- - If the seller can prove with an offical tracking number that the item has been delivered successfully, then Exsila will confirm item receipt and grant a positive rating to the seller. The trade is completed. The reserved and blocked amount is charged from the account balance of the buyer and is transferred to the account balance of the seller, minus the swap fee.
- - If the buyer confirms not having received the item during the time limit, then Exsila will perform a review of the trade. As long as the behavior of the buyer does not raise any concerns for misuse, the seller will automatically receive a negative rating. The trade is cancelled. The amount is refunded to the account balance of the buyer.
- - If the buyer retroactively confirms item receipt within the time limit, the trade will be rated by the buyer. The trade is completed. The reserved and blocked amount is charged from the account balance of the buyer and is transferred to the account balance of the seller, minus the swap fee.
- - If the buyer neither confirm item receipt, nor reports the missing receipt of the item within the time limit, then the seller will automatically receive a positive rating. The trade is completed. The reserved and blocked amount is charged from the account balance of the buyer and is transferred to the account balance of the seller, minus the swap fee.
The buyer is obligated to rate the seller upon conclusion of the trade. The member is only allowed to use the rating system solely for this purpose.
If the seller receives a negative or neutral rating, he has the possibility to leave a comment. The comment may only include a factual reply or statement based on the received rating.
For each rating, the offer details stated by the seller must be evaluated and compared to the actual characteristics of the trade:
- - delivery time
- - packaging
- - item condition based on the offer description
The rating system only allows truthful and matter-of-fact details. Insults or other degrading statements, as well as ratings about oneself or third parties are strictly prohibited. The use of the rating system for commercial purposes is not allowed. It is also not allowed to include circumstances into the rating, that are irrelevant to the respective trade.
Exsila doesn't review ratings and thus excludes all responsibility and liability regarding the content of ratings.
If a member is of the opinion that another member has written an incorrect or unacceptable rating, he may contact customer service. Exsila will ask the member for a statement. If the member refuses to take back or alter the rating, Exsila will make the decision at its own discretion.
7.4.1. Seller guarantee7.5. No right of appeal
If the item received from the seller does not correspond to the item description, the buyer has the right to reverse the transaction, have the item replaced or amended. This applies especially to the following non-conclusive list of situations:
- - faulty item
- - wrong item
- - severely different item condition
If buyer and seller mutually agree on replacing or amending the item, the seller will pay for the shipping of the amended or replaced item.
7.4.2. Buyer guarantee
If an item is returned to the seller due to an incorrect address provided by the buyer, then the buyer is obligated to pay for the renewed shipment and all associated additional costs.
If buyer and seller decide upon a reversal of the transaction, a replacement or an amendment of the item, then the buyer will pay the shipping costs to return the item to the seller, according to our rule that shipping is always paid for by the sender.
7.4.3. Limitation of liability by Exsila
Exsila cannot be held liable for the fulfillment of the contract oblgations between buyer and seller.
The contracting parties have no right of appeal concerning any decisions made by Exsila regarding the trade circumstances and thus the amount credited onto the account of any one party.
8.1. Registration and membership
The registration and membership are free of charge.
8.2. Costs of purchasing items
The selling price is solely decided by the seller.
8.2.1. US Dollars8.3. Swap fee for selling items
Certain value added services by Exsila are sold for US Dollars. Those services can be purchased directly from Exsila with the available payment methods.
8.2.2. Exsila Points
Exsila Points can be purchased by choosing one of the available payment methods. The purchased Exsila Points will be credited to the member's account balance.
Exsila will charge the seller with a swap fee for each successfully completed trade. The swap fee is due immediately. This means it will be charged at the same time as the points for a successful sale are credited to the seller.
Exsila reserves the right to modify the swap fee at any given time without justification.
8.4. Listing options
The seller may have the possibility to highlight his offers through different listing options. Those option can be purchased directly from Exsila with the available payment methods and cannot be refunded even if the related offer is deleted.
8.5. Shipping costs
After an item has been purchased, the seller will pay for the shipping fees. As a general rule, the shipping fees are always covered by the sender.
The privacy statement of Exsila is an integral and legally binding part of these TOS.
Exsila is authorized to transfer a part or all rights and obligations included in these TOS to third parties. Third parties may execute said rights and obligations.
A current or former member cannot transfer his membership or any rights and obligations towards Exsila to third parties.
Exsila guarantees for a truthful and thorough implementation of it's obligations as defined by the agency contract law of the Swiss Civil Code.
Exsila does not guarantee that the offered services will work flawlessly and without interruptions at all times and under all possible circumstances.
Exsila waives any liability for slight negligence in the process of service delivery. Exsila is not liable for damages that occur as a result of an interruption of their services. Exsila is not liable for damages caused by third parties that have been engaged by Exsila to fulfill its obligations. Under any circumstances, Exsila is by no means liable for indirect damage, pure property or financial damage, as well as lost sales and loss of profit.
Exsila is not obligated to review offers and cannot be made liable for the quality, availability, legality or safety of the offered items. Exsila also waives any liability regarding the ability, authority or will of a single member concerning the offer, purchase, delivery or any other implementation of a contract.
The member exempts Exsila from any claims that could be made by other members or third parties regarding a breach of their rights by listing certain items or publishing certain content or by the general use of Exsila (including member ratings).
The member will also pay for any legal costs, including court fees and attorney's fees, related to any legal defense of Exsila.
The contractual relationship between Exsila and its current or former members is exclusively governed by Swiss law.
The place of jurisdiction is Zug, Switzerland. Exsila is entitled to prosecute the customer in any other appropriate court.
In addition to these TOS the following laws apply: Federal Act on Combating Money Laundering and Terrorist Financing (Anti-Money Laundering Act, AMLA), and the Banking Act (Bundesgesetz über die Banken und Sparkassen; Bankengesetz, BankG).
If any part of these provisions be invalid, the remaining parts always remain valid. The invalid and/or ineffective provisions shall be replaced by others, that will legally come closest to the initial spirit and purpose. The same applies to any eventual gaps or loopholes in these TOS.