来自国外货物添加到 Ozon.ru 平台上的协议(cross-border)

目录
Revision of May 29, 2024

his revision is effective as of May 29, 2024. We publish changes to the contract in advance: if the rules on this page are not already in effect, see the previous version.

1. SUBJECT, CONCLUSION AND TERMINATION OF THE CONTRACT #

1.1. Subject of the Contract #

Ozon undertakes to provide, and the Seller undertakes to accept and pay for the following services:

(a) for a fee and at the expense of the Seller to carry out transactions related to the sale of the Seller’s products through the Platform, including to provide the Seller with an access to Products placement on the Platform, transfer information about orders of the Seller’s products, provide information support of the Clients;

(b) to develop, maintain and administer the Seller’s PA;

(c) to provide the Seller with services in accordance with the Sections and Annexes hereto;

(d) to provide other services hereunder.

The rights and obligations under transactions related to the sale of the Seller’s products and concluded on its behalf arise directly with the Seller (Art. 1005 of the Civil Code of the Russian Federation).

1.2. Third parties #

Ozon may engage third parties in the performance of its obligations under the Contract and shall be liable to the Seller for the improper performance of obligations by such third parties. Within the meaning of this clause, the Payment Service Provider is not considered as a third party.

1.3. Assignment #

The Seller may not assign and/or otherwise transfer its rights and/or obligations hereunder to third parties without Ozon’s prior consent. Ozon may assign and/or otherwise transfer its rights hereunder to any third parties without the Seller’s consent.

1.4. Entire agreement #

The Contract contains complete and exhaustive terms and conditions regarding its subject matter and supersedes all previous oral or written agreements between the Parties. Ozon does not give or accept any other representations, warranties or obligations, with the exception of those expressly stipulated in the Contract.

1.5. Severability #

The invalidity of individual provisions of the Contract does not affect the validity of the remaining provisions of the Contract and the Contract as a whole.

1.6. Parts of the Contract #

Annexes to the Contract, including the Regulations, are an integral part of the Contract. The provisions of the Contract shall apply to the extent that they do not contradict the relevant Annex.

1.7. Conclusion and term of the Contract #

The Contract is concluded by sending Ozon the text of the Contract (an offer) with the Activation notice and any subsequent actions of the Seller in the PA to fulfill the terms of the Contract within 365 days from the date of Activation (term for acceptance). The performance by a potential Seller of any actions in the PA before Activation is not considered an acceptance. Transactions made by the Parties through actions in the PA are recognized as made in a simple written form using a simple electronic signature. All actions of the Seller in the Personal Account during the period during which the Seller is successfully authenticated in the Personal Account by Ozon ID shall be legally binding. The contract is deemed concluded on the date of sending the notice of Activation. The Contract is concluded for an indefinite period and extends to the relations between its Parties arising from the date of registration of the Seller on the Platform.

1.8. Refusal of Activation #

Ozon may refuse Activation by sending a Notice indicating the reasons if the potential Seller provided details with errors or did not pass the verification of Ozon’s counterparties, including if the potential Seller commits violations of the terms of contracts previously concluded with Ozon, as well as attempts to commit fraud or other violation legislation.

If Ozon notifies about refusal of Activation, then the Contract is considered not concluded.

The potential Seller has the right to object the refusal of Activation by providing evidence of the absence of reasons for the refusal, and Ozon is obliged to consider the objection and provide a reasoned response within 7 calendar days. In the absence of an objection or failure to provide evidence, the potential Seller does not become a Seller and does not have the right to demand recognition of the Contract as concluded by Ozon, and Ozon may not consider objection of the Activation refusal on similar grounds.

1.9. Contract Performance Suspension by Ozon #

Ozon may unilaterally suspend the Services fully or partially by notifying the Seller thereof in case:

(a) the Seller’s service quality indicators downgrades to critical values determined by Ozon;

(b) the Seller has a debt to pay any amounts under the Contract;

(c) any specific Product has defects not agreed upon between the Parties or the condition of a Product does not comply with the provisions of the Product Description Page or this Contract or a Product has defects not agreed upon between the Parties;

(d) the Seller does not comply with the contractual terms or Ozon’s instructions regarding the Platform operation, as well as violates third parties' rights;

(e) on technical or other grounds. During the suspension period, no fee shall be charged for the services directly affected by such suspension;

(f) the Seller has not provided payment details for the specified method of settlements in his/her PA.

1.10. Contract Amendment #

Ozon may unilaterally amend the terms of the Contract:

(a) at least 7 (seven) calendar days prior to such amendments become effective – in case of any amendments, except as provided by the paragraph “b”;

(b) at least 1 (one) calendar day prior to the entry into force of such amendments in cases of:

  • decreasing the amount of remuneration;
  • adding or changing the services or technical capabilities of the Platform without increasing the remuneration;
  • adding or changing services or their cost, which the Seller selects and connects to the Personal Account on his own;
  • changing the List of Prohibited Products for the purposes of complying with legal requirements, as well as protecting the life and health of Clients or Ozon employees;
  • complying Contract’s terms with changes in the legislation.

The Seller should regularly monitor the PA and the e-mail for amendments to the Contract.

In case of disagreement with the proposed amendments to the Contract, the Seller should send Ozon a request to rescind the Contract within 7 (seven) calendar days as of the date of the amendments notice. Otherwise, such amendments shall be deemed approved by both Parties as of the date of their entry into force, shall be applied to their relations, and shall become an integral part of the Contract.

1.11. Contract termination #

Either Party has the right to rescind the Contract extra-judicially by submitting the Notice. The termination date shall be the last calendar day of the reporting period following the reporting period in which the Party submitted the notice.

The Seller has the right to unilaterally extra-judicially repudiate the Contract in case of disagreement with the amendments to the Contract.

Ozon has the right to unilaterally extra-judicially repudiate the Contract by submitting a Notice with indication of reasons:

(a) if any of the Representations is found to be unauthentic, invalid, incorrect or misleading;

(b) if the Seller has committed any material violation of the obligations under the Contract, including but not limited to: provision of false information about the products, failure to provide information at Ozon’s request within 3 days from the request date, violation of the intellectual or other rights of third parties, repeated attempts to place for sale on the Platform and/or transfer for sale low-quality, prohibited, substitute products, transfer of defective products, products different from description in the Product Description Page, or products that are counterfeit under the laws of the Seller’s Country or the Country of destination, transfer of products other than those ordered by the Client, sale without actually sending products to the Client, violation of the requirements of the Section “Communication Rules with Clients and Ozon”, violation of payment obligations, violation of the terms of the “Confidentiality and Personal Data” Section, “Representations and warranties” Section.

The Seller has the right to object Ozon’s refusal to fulfill the Contract by providing evidence of the absence of violations or the reliability and completeness of the Representations and Warranties, and Ozon is obliged to consider the objection within 7 calendar days. If Ozon has provided a reasoned refusal to objections, Ozon may not consider subsequent objections on the same grounds.

The Contract shall be terminated as follows:

(a) on the notice date Ozon shall cease the provision of the Services (except for the services related to Client’s returns), including payment of funds due to the Seller prior to the preparation of the final reconciliation report under the Contract, and make the Seller’s products unavailable for sale;

(b) not later than on the termination date (or as soon as possible in case of unilateral repudiation of one of the Parties), Ozon shall send to the Seller reconciliation report, which the Seller shall approve within 3 (three) business days or send revised version of the reconciliation report, otherwise the reconciliation report is considered agreed by the Parties.

The terms of the Contract shall remain in force after the termination date, to the extent applicable, until the Parties conduct the final reconciliation of mutual settlements.

1.12. Contract Qualification #

The legal relations between Ozon and the Seller are subject to the provisions of the Civil Code of the Russian Federation on the provision of services for a remuneration (Chapter 39), agency relationship (Charter 52) and other legal acts adopted in accordance with them. The Contract is a framework agreement (Art. 429.1). The Contract is not public (Art. 426).

2. SALE OF GOODS #

2.1. Conclusion of deals between the Seller and the Client #

The Seller and the Client enter into a sales transaction based on the Terms of sale of goods for Individuals (including the section “Terms of sale of goods with delivery from abroad”). The Seller shall discharge his/her obligations under the deal with the Client while complying with the terms of the Requirements for Order Processing Section and other provisions of the Contract applicable to the Order processing.

In case of concluding any transaction for the sale of products between the Seller and the Client through the Platform, the Seller is the direct seller of the products and bears all the relevant rights and obligations of the seller in accordance with the laws of the Russian Federation, the Seller’s Country and the Country of destination and is indicated as a seller in the sales contract, shipping documents, fiscal and any other documents confirming the conclusion, execution and (or) settlement between the Seller and the Client.

2.2. Product price #

The Seller shall set forth the Product price which includes the Product delivery cost and shall indicate it in the PA.

2.3. Product pricing procedure #

The Seller sets the price of the products:

(a) in the Personal Account in the currency chosen by the Seller in accordance with clause 3.3.7 of this Contract.

(b) on the Website for the Client in Russian rubles. On behalf of the Seller, Ozon undertakes to convert the prices for products specified by the Seller in the currency chosen in the PA into Russian rubles at the Conversion Rate and demonstrate prices in Russian rubles for the Clients on the Website.

2.4. Product discounts. Points for discounts #

The Seller instructs Ozon to provide a discount on the Product for its promotion on the Website on behalf and at the expense of the Seller with the subsequent accrual of Points for discounts (hereinafter referred to as “Points”).

As part of such instruction, the Seller connects to the mechanics of calculations with Points, and Ozon accrues Points, which the Seller uses to receive a discount on the Fee (in the amount of accrued Points). In this case, the Fee is calculated based on the Product price without taking into account discounts provided in accordance with this paragraph.

Points shall be used for the same reporting period in which they were awarded and cannot be used in other reporting periods.

The Seller is connected to the mechanics of calculations using Points from the moment the Contract is concluded and has the right to refuse participation by sending a request to the Personal Account and Ozon disables Points calculations for discounts within 3 business days from the date of receipt of the request. The Seller, after disconnection, may send a request for participation at any time, and Ozon enables calculations with Points for discounts within 3 business days from the date of receipt of the request.

Points shall be awarded as follows:

For every 1 (one) unit of the Seller’s currency, 1 (one) Point is awarded as a discount on the Product price in this currency in the reporting period in which the Product was sold to the Client.

When returning products, Ozon reduces the number of Points accrued in the reporting period of return by the Points that were awarded to the Seller for these products. If the number of Points for a returned Product exceeds the number of Points accrued in the reporting period, Ozon shall invoice the Seller with a fee for overspending Points at the rate of 1 Point = 1 unit of the Seller’s contract currency.

If, after using Points for a discount on the Ozon Fee, the Seller has a balance of unused Points, Ozon pays the Seller a bonus for providing a discount as part of Points settlement in the equivalent of 1 point = 1 unit of the Seller’s contract currency. This bonus does not change the cost of services provided.

Information about accrued and used Points is available to the Seller in the Personal Account. The final calculation of Points due to the Seller is carried out at the end of the reporting period. Other information in the Personal Account regarding the accrual, write-off and use of Points is preliminary and is provided for informational purposes only.

Discounts provided by Ozon since the entry into force of clause 2.5 “Item or cart discount” of the Contract, subject to subsequent amendments and additions, shall reduce the Fee in the amount of the discount provided.

Calculation of the amount of the Fee is specified and agreed by the Parties in the Report on the results of the reporting period.

2.5. Communication rules #

Unless the Contract expressly provides otherwise, the official correspondence and communication between the Parties, including all messages and/or notices under the Contract, but except for claims of the Seller:

(a) shall be made in the form of electronic messages in Russian or English;

(b) shall be sent via the PA and/or to the Seller’s e-mail address specified during registration on the Platform; and

(c) shall be deemed received on the day of sending (if sent from 12:00 a.m. to 08:00 p.m. Moscow time) or on the following day after sending (if sent from 08:00 p.m. to 00:00 a.m. Moscow time).

The Seller shall regularly check its PA and e-mail for new communications. Ozon shall not be liable for any negative consequences stemming from the Seller’s untimely familiarization with the notices.

2.6. Change of addresses and details #

The Parties should advise each other of changes in their legal addresses, addresses for return of products by the Clients, details, telephone numbers and email addresses within 1 (one) business day as of the date of changes.

2.7. Support Service #

Ozon shall provide round-the-clock consulting to the Seller via the PA on any issues related to sale of the products on the Platform. Any verbal request to the Support Service shall be deemed received at the time of its registration by the Support Service.

2.8. Communication with the Clients and responses to Support Service requests #

2.8.1. Communication ways with Clients #

The Seller may directly communicate with Clients via a chat as well as through answers to reviews and questions in the Product Description Page. The Seller shall guarantee that all decisions made and actions performed when communicating with the Client via all communication channels comply with the Section Communication Rules with Ozon Clients and the requirements of the Contract and consumer protection laws. Support Service directs requests to the Seller from the Clients. The Seller shall respond within the time frame specified in the request.

2.8.2. Access to the chat #

The Seller receives an access to a chat with the Client if, in aggregate, meets the criteria established by Ozon. The Seller may send information about itself and other data necessary to fulfill obligations to the Client via chat (the condition comes into force on 28 August 2024).

2.8.3. Dedicated number #

When it is necessary for the Seller to organize the delivery of products to the Client on their own or with the involvement of delivery services, the Seller also has the right to contact the Seller using a special dedicated Ozon number. To control the quality of using the Platform, placing and fulfilling Orders, as well as fulfilling the terms of the Contract by the Seller, Ozon may record calls.

2.9. Notices #

The Seller confirms his consent to receive from Ozon any Notices by e-mail and by the phone number indicated in the PA, including, but not limited to, information and advertising notices about the services and products of Ozon.

2.10. Other Terms and Conditions of Sale #

The Seller shall instruct Ozon to determine all other terms and conditions for the sale of products through the Platform, except for the Product price. The terms and conditions of return are determined by Ozon in accordance with the legislation of the Russian Federation and/or the Country of destination and Terms of sale of products for Individuals and may improve Clients’ position in comparison with the law or the Contract. The Seller agrees to these terms in full.

3. REMUNERATION, REPORTING DOCUMENTS AND PAYMENT #

3.1. OZON’S REMUNERATION #

Ozon’s remuneration shall comprise:

(a) interest of the Product price, established by the Seller in the PA in the Seller’s contract currency (Fee);

(b) remuneration for the rendering of the services specified in the Contract and Annexes.

The amount of the Fee and the cost of the services hereunder shall be established in the Ozon Fees and Tariffs Section.

3.2. REPORTING DOCUMENTS #

3.2.1. Sending Reporting documents to the Seller #

Within 5 (five) calendar days as of the end of each reporting period (calendar month), Ozon shall send the Seller the Report of the Seller’s Sales Resulting from Rendering the Services (the Report) and other documents to the PA, as required. Ozon prepares an interim report at the request of the Seller about his sales as a result of the provision of services (the Interim report) as of the 15th (fifteenth) calendar day of the reporting month. Interim report shall be for information only and shall be used solely for settlements hereunder. The Report contains information on the name and quantity of products sold and returned, as well as on the amount of Ozon’s remuneration.

3.2.2. Approval of Reporting documents #

Within 3 (three) business days upon the date of sending of the Reporting documents by Ozon, the Seller shall:

(a) sign the documents on its part if there are no disagreements; or

(b) in case of disagreements, submit to Ozon reasoned objections executed in the form of the statement of disagreements. Upon receiving the statement of disagreements, Ozon shall introduced the amendments accepted and submit to the Seller the amended documents and the Seller shall sign these amended documents.

3.2.3. Acceptance of services in absence of feedback from Seller #

If the Seller fails to sign the Reporting documents in due time, the documents signed by Ozon unilaterally shall be deemed:

(a) duly approved by the Parties (the last day of the period provided for the Seller’s feedback shall be the document approval date); and

(b) a due confirmation of the Seller’s approval of all amounts and other terms specified therein and the due basis for payment.

3.2.4. Reconciliation report #

At the end of each calendar quarter, no later than the 15th (fifteenth) day of the following month, Ozon may place a reconciliation report for the past calendar quarter in the PA.

The Seller, within 15 (fifteen) business days after Ozon sent the reconciliation report, is obliged to:

(a) press the “Accept” button in the PA – in the absence of disagreements; or

(b) in case of disagreements, press the “Reject” button in the PA and send Ozon revised version of the reconciliation report, which indicates the documents on which disagreements arose, otherwise the Seller’s objections will be considered unreasonable.

Ozon considers any objections within 5 (five) business days and sends the reconciliation report to the Seller with amendments agreed by Ozon.

The Seller shall agree on a new reconciliation report in the PA or indicate his objections within 3 (three) business days after sending the reconciliation report. In any case, the Parties shall agree on the reconciliation report before the end of the next calendar quarter.

If the Seller does not report any objections within the prescribed period or does not indicate the documents to which the Seller has such objections, the reconciliation report placed by Ozon in the PA is considered:

(a) duly agreed by the Parties (in this case, the date of reconciliation is the last day of the above term for feedback from the Seller), and

(b) duly accepted by the Seller with respect to all amounts and other provisions specified in the reconciliation report.

Reconciliation shall be done on a quarterly basis only. Ozon does not provide an interim reconciliation report at the request of the Seller.

The Parties acknowledge the legal force of documents received during communication via electronic or other communication, including using the information and telecommunications network “Internet”, as well as other documents.

The Parties acknowledge that the submission of the Accounting Documents to the PA is the required and adequate confirmation of:

(a) Ozon’s proper performance of its obligation to submit the Accounting Documents;

(b) the acceptance of the services provided by Ozon in full if the Seller has not submitted any objections following the procedure established herein.

The Parties acknowledge that the data of Ozon’s accounting systems, displayed in the PA, are the primary and reliable source of information regarding the performance by the Parties of their respective contractual obligations.

3.3. PAYMENT #

3.3.1. Features of Money Transfer Services #

Concerning the Parties' obligations of the Contract as to Ozon’s acceptance of money for the Products from the Clients via the Website, Ozon shall act as an agent for and on behalf of the Seller. All money received by Ozon for the products sold on the basis hereof shall be the Seller s' property and shall be held by Ozon which acts as an agent in own name, but on behalf and at the expense of the Seller until the time of settlements with the Seller.

3.3.2. Transfer of money to the Seller #

Ozon shall transfer the money for the Seller’s products ordered and received by Clients during the reporting month (less the amounts due to Ozon) twice a month as follows:

(a) not later than on the 25-27 (twenty fifth-twenty seventh) day of the reporting month Ozon shall transfer money to the Seller on the basis of the Interim Sales Report in the PA as of the 15th (fifteenth) calendar day of the reporting; and

(b) not later than on the 10-12 (ten-twelve) calendar days as of the date of approval of the Reporting documents Ozon shall transfer to the Seller the difference between the amount under the Reporting documents and the amount paid pursuant to the paragraph (a) of this clause.

If the money are transferred on the last day of the specified term, such transfer shall be realized on the next working day of Ozon Bank.

The money are transferred to the bank account of the Seller or the Payment service provider. The method available for mutual settlements is specified in the PA.

The Seller shall provide Ozon with complete and accurate payment details, as well as keep such information up-to-date. Upon receipt by the Seller of the notice about the need to change the method of mutual settlements or to provide the details in other currency, the Seller undertakes to promptly ensure the change of payment details in the PA.

In case the Seller has provided Ozon with different payment details for several concluded Contracts, if it is impossible to make payment due to reasons beyond Ozon’s control using the payment details of one of such Contract, Ozon is entitled to use the Seller’s payment details of the other Contract to fulfill its payment obligation under the first Contract.

3.3.2.1. Transfer of money to the Seller using the Payment service provider or third parties #

Ozon has the right to offer the Seller the method of mutual settlements only through the Payment service provider. In this case, Ozon transfers funds to the bank account of the Payment service provider, indicating the information required by the Payment service provider for further transfer of funds due to the Seller under the Contract. Ozon reserves the right to engage Payment service providers at its own discretion.

For the avoidance of any doubt, the Parties hereby agree that if the Seller chooses settlements involving the Payment service provider:

(a) such a choice shall be deemed to be a direct instruction by the Seller to fulfill Ozon’s obligations arising under the Contract, by transferring funds to the bank account of the Payment service provider;

(b) any monetary obligations of Ozon to the Seller under the Contract shall be deemed to be duly executed on the date of debiting the funds from Ozon’s bank account (in accordance with clause 3.3.8 of the Contract).

Ozon may engage third parties (subagents) to transfer funds to the Seller within the time frame and amount established by the Contract.

The activities of a subagent in the Republic of Turkey shall constitute the activities of a commercial agent as specified in Article 12(2)(b) of the Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions.

3.3.3. Minimum Amount to Be Transferred #

If the amount of the money collected during the reporting period to pay for the Seller’s products does not exceed 1000 (one thousand) US dollars or 1000 (one thousand) euro or 6500 (six thousand five hundred) yuan or 3800 (three thousand eight hundred) UAE dirham or 60000 (sixty thousand) Russian rubles, Ozon shall transfer the money collected to the Seller on the nearest payment date upon reaching the amount specified.

3.3.4. Deduction of Money #

Ozon shall deduct the following amounts under the liabilities from the money to be transferred to the Seller:

(a) Amounts to be returned to the Clients concerning the orders cancelled or following consideration of their claims, including claims for late delivery (when the Client rejects the order due to delivery delays), as well as concerning the products unclaimed the parcels with which have changed their status to “Delivered” within 40 (forty) calendar days as of the shipment date.

(b) Amounts reserved for claims under consideration (when the Client has contacted the Seller via the Platform but no decision has been made in his/her relation in the billing period). If the claim is resolved in favor of the Seller, the money for such claims shall be transferred to it with the next payment in accordance with the Contract provisions.

(c) Ozon’s remuneration calculated from the amount in the Seller’s contract currency.

(d) amounts of re-charged expenses, penalties and losses due to Ozon. Deduction of the specified amounts is carried out in the Seller’s contract currency, and Conversion is carried out at the exchange rate of the Central Bank of the Russian Federation on the date of placing the relevant order or on the date of accrual of penalties and losses;

(e) the cost of delivery paid by the Client if the Product was returned by the Client and the dispute in respect of the Product was resolved in favor of the Client. Deduction of the specified amount is carried out in the Seller’s contract currency at the exchange rate of the Central Bank of the Russian Federation in accordance with the provisions of the Contract.

3.3.5. Invoicing #

In case of the negative balance and arrears in payment, Ozon sends to the Seller an invoice for payment, which the Seller must pay within 7 (seven) calendar days.

3.3.6. Offset Right #

Ozon has the right to make unilateral offsets for counter monetary obligations of the Seller arising under the Contract and other agreements concluded between the Parties, with the sending to the Seller of a document confirming the offset of counter claims.

The Parties agreed that if Ozon and the Seller have counter monetary obligations denominated in different currencies, the Seller’s monetary obligation is updated into a monetary obligation expressed in the same currency as Ozon’s counter obligation, for the subsequent offset of the specified homogeneous obligations of the Parties and without conclusion of a separate agreement on this, by sending Ozon a notice of novation. The date of such novation of the original obligation into a newly arising obligation is the date of notice of the novation by Ozon. The amount of the novated monetary obligation and the amount of the newly arising monetary obligation are determined based on the novation notice sent by Ozon and if it is necessary to convert the currency, the novation is carried out at the exchange rate of the Central Bank of the Russian Federation on the date of novation. For the avoidance of doubt, the Parties have agreed that such a novation terminates the obligations associated with the original obligation, and under no circumstances terminates other obligations of the Parties under the Contract.

3.3.7. Seller’s contract currency #

Funds from Clients for orders placed on the Website shall be accepted by Ozon in the Russian rubles and be transferred to the Seller in the contract currency (available to the Seller upon registration in the Personal Account) chosen by Seller, at the rate specified in “Conversion rate” Section Section on the date of placing the relevant order.

The Seller’s contract currency and the payment currency can be determined based on the Seller’s Country or the currencies available in the Seller’s Country automatically during the registration of the Seller or during the term of the Contract.

When performing the Conversion and mutual settlements under the Contract, the Parties agreed on the following procedure:

(a) Funds due to the Seller as of 31 July 2022, but not transferred in accordance with the clause 3.3.2 (b) of the Contract shall be transferred in the Seller’s settlement currency at the exchange rate of the Central Bank of the Russian Federation as of July 31, 2022.

(b) The funds due to the Seller for the products, the sales of which will be reflected in the Reporting documents, starting from August 2022, will be transferred in the manner specified in clause 3.3.7 of this Contract, with the exception of clause (a) above.

3.3.7.1. Change of payment currency #

Ozon has the right to change the payment currency to the currency of the Seller’s Country or other currency available in the Seller’s Country by sending a notice in the PA. From the date of receipt of the notice, the funds due to the Seller in the contract currency, will be transferred in the currency changed at the cross rate of the Central Bank of the Russian Federation on the date of the bank remittance order made by Ozon. The latter is also valid when the funds are transferred to the Seller from the account of a third party on behalf of Ozon.

3.3.8. Payment #

The obligation to pay any amount under the Contract shall be deemed fulfilled from the moment the funds are debited from the Ozon current account or from the account of a third party on behalf of Ozon.

3.3.9. VAT #

The cost of Ozon services is exclusive of VAT. If any Ozon services should be subject to VAT under the laws of the Russian Federation, this tax will be accounted for by Ozon at the effective rate and invoiced to the Seller in addition to the cost of services.

3.3.9.1. VAT according to the legislation of the Client #

If, in accordance with the legislation of the Client’s country, Ozon is obliged to pay VAT or other similar tax in relation to products sold by the Seller through the Platform, the Client shall pay the selling price of the products set by the Seller and the amount of applicable tax.

The amount of tax that the Client pays when paying for the products, Ozon credits to its own account and transfers to the budget of the state that established such tax, in the manner and terms provided by law. The tax amount does not increase the sales price for the Seller and is not reflected in the Seller’s Reporting documents.

3.3.10. Suspension of the transfer of money to the Seller #

If there are cases of violation by the Seller of the provisions of the Contract (including transfer of products different from the one ordered by the Seller, transfer of products that are counterfeit under the laws of the Seller’s Country or Country of destination), as well as if Ozon does not have (the Seller fails to provide) the complete and accurate Seller’s payment details, including in terms of the changed method of mutual settlements in the PA or details in the currency of the Seller’s Country, Ozon has the right to suspend the transfer of money until the circumstances of the violation are clarified or complete and accurate payment details are received from the Seller. Ozon notifies the Seller about the occurrence of the circumstances specified in this clause.

The Parties confirm that, within the meaning of this clause, no interest shall accrue for the use of other persons’ funds.

3.3.11. Responsibility for payment information #

The Seller shall be responsible for any negative consequences of the indication of payment details during registration or in the Personal Account (for any chosen method of settlement), failure to provide and/or provision of incomplete or inaccurate payment details, as well as for the consequences with respect to the internal policy and/or regulation of bank and/or Payment Service Provider of which the Seller is a client.

4. LIABILITY #

4.1. General liability provisions #

In case of non-performance or improper performance by one of the Parties of its obligations under the Contract, the Parties shall be held liable pursuant to the Contract and, in the part not regulated by the Contract, pursuant to the laws of the Russian Federation, unless otherwise established by the Annex hereto.

4.2. Limitation of Ozon’s liability #

To the maximum extent permitted by law, the Parties agree that:

(a) any claims against Ozon under the Contract or in connection with it shall be limited to compensation for actual damage and shall under no circumstances include lost profits or other indirect losses;

(b) Ozon shall be exempt from liability for failure to discharge or improper discharge of its obligations if the Seller has not advised Ozon of its claim within 30 (thirty) days from the moment the Seller learned or should have learned about the occurrence of the grounds for such a claim;

(c) the Seller will keep Ozon harmless from any claims of third parties in connection with the products (or with the Contract) and will indemnify Ozon for any property losses, costs and expenses (including the costs of external legal advisers) arising in connection with such claims;

(d) under no circumstances, Ozon shall be held liable for the quality of the products transferred by the Seller to the Client;

(e) Ozon shall not be liable for failure to perform or improper performance of its obligations if the Seller has provided Ozon with untrue, incomplete, inaccurate or misleading representations or information. Claims from Clients and inspection bodies related to incomplete/unreliable/incorrect information and information must be settled at the Seller’s expense;

(f) Ozon is not responsible for non-performance, delay in performance, improper performance of services due to problems/failures in information systems, during data exchange and in processes during integration through the Ozon Seller API. Such problems/failures do not constitute a refusal to fulfill obligations within the meaning of Article 310 and Article 782 of the Civil Code of the Russian Federation and do not constitute a violation of the Contract;

(g) Ozon is exempt from liability for failure to fulfill or improper fulfillment of its obligations in circumstances that pose a risk of harm to the life and health of employees and Partners when they carry out activities in a certain territory (including military operations; counter-terrorism operation; martial law or state of emergency; emergency situation; maximum level of response regime; other special legal regime; riots; unannounced meetings, rallies, demonstrations, marches or pickets; fall of unmanned aerial vehicles or other military or military equipment; restrictions on movement, including blocking of transport infrastructure ; and so on.). At the same time, after eliminating these circumstances, Ozon is obliged to resume fulfillment of its obligations, if such fulfillment remains possible.

4.3. Compensation of damages #

The Seller should compensate Ozon’s damage caused, including, but not limited to, for any of the following violations:

(a) Breach of the Seller’s obligations under the Contract, which caused damage to Ozon;

(b) Breach of the Seller’s Representations and the obligations of the Representations and Warranties Section;

(с) Breach of the obligations set forth in the Confidentiality and Personal Data Section;

(d) Infringement of intellectual property rights of Ozon or third parties;

(e) Provision of incomplete/unauthentic/incorrect information and data;

(f) Violation of the legislation of the Russian Federation (if Russian Federation is the Country of destination) or other Country of destination on taxes and fees, as well as violation of representations and warranties with respect to taxes and fees, as a result of which the Seller is obliged to reimburse Ozon for the amount of additional accrued and paid in the territory of the Russian Federation (if Russian Federation is the Country of destination) or other Country of destination on the basis of an act of a state body, including a decision of a tax authority or decisions to initiate a criminal case, taxes, contributions, penalties, fines for relevant tax violations, losses (expenses) incurred by Ozon as part of an appeal against claims from tax authorities caused by the Seller’s violation of the representations and warranties specified in the Contract, within the framework of pre-trial / judicial settlement.

4.4. Compensation for losses #

The Seller undertakes to reimburse Ozon for all property losses incurred by Ozon in case of civil or administrative liability due to the Seller’s actions (failure to act) and/or third parties engaged by the Seller. Upon termination of the Contract, the obligation shall remain in force in respect of actions (failure to act) committed prior to the termination.

Damages and/or losses according to the terms and conditions of the Contract or its Annexes are accrued and paid, including by the deduction, on the basis of a claim sent by Ozon in the Personal Account or to the Seller’s Email.

4.5. Seller’s liability for Product safety #

The Seller shall be held fully liable for the Product safety at its delivery. All claims received in connection with damage to the Product at the time of shipment shall be resolved in the Client’s favor.

4.6. Payment of compensations #

Penalties or losses provided for hereby and by the Annexes hereto shall be calculated and paid only on the basis of a written claim posted in the Seller’s PA. The Parties agreed that the amount of compensation is limited to the price of the products specified in the PA by the Seller after applying the discount established by the Seller on the date of calculation of the amount of compensation, minus the Fee of Ozon. Compensation shall be paid in the Seller’s contract currency, and if conversion is necessary, the Parties shall apply the exchange rate of the Central Bank of the Russian Federation on the date of execution of the relevant order by the Client. Ozon may request from the Seller documentary confirmation of the price of the products specified in the Seller’s PA (consignment notes with information on the price at which the Seller purchased the products, or documents containing information on the costs of manufacturing the products by the Seller), and the Seller is obliged to provide them within 5 (five) business days. If the documents are not provided within the specified period, the price of the products can be determined as the minimum price indicated by the Seller in the PA for the last 3 (three) months. In case of discrepancy between prices, the amount of compensation shall be determined according to the documents provided by the Seller.

4.7. Force majeure #

The parties shall not be held liable for failure to discharge or for improper discharge of their obligations under the Contract if it is caused by extraordinary and unavoidable circumstances arising upon acceptance of the order (force majeure) which are confirmed with documents of the competent bodies. If the force majeure persists for more than 6 (six) months, either Party may rescind the Contract without any compensation to the other Party. The Party affected by the circumstances mentioned above is obliged to notify the other Party within 5 (five) calendar days from the date of occurrence of the circumstances mentioned above.

4.8. Applicable law and dispute resolution #

Unless otherwise established by the Annex hereto, the Contract shall be governed by and interpreted in accordance with the laws of the Russian Federation. The Parties will make every effort to resolve any disputes and differences arising between them under the Contract or in connection with it through negotiations. The proper way for the Seller to file a claim to Ozon is to send it in paper form to the legal address specified in the Contract (in the Section “Definitions”). For the avoidance of any doubt, the Seller’s claim shall have legally significant consequences (within the meaning of Article 165.1 of the Civil Code of the Russian Federation) from the delivery date, which is indicated on the acknowledgement of receipt. The time for consideration of a claim shall be 30 (thirty) calendar days as of the date of receipt. Ozon has the right to request additional information and documents from the Seller. If the requested information is not provided, Ozon has the right to refuse to consider the claim. Unless otherwise established by the Annex hereto, any dispute not resolved through negotiations shall be settled at the Arbitrazh court of the city of Moscow.

When considering and resolving claims, as evidence of any actions performed by the Seller in the Personal Account, including integration through Ozon Seller API, or actions of the Parties to perform the Contract, the Parties shall recognize protocols of the Parties' actions and events occurring in connection therewith in the Personal Account, which are recorded by Ozon’s technical devices and software. Such protocols, including but not limited to: files, electronic protocols, program codes, logs, Ozon Seller API data and other information in electronic form.

4.9. Language of the Contract #

This Contract is drawn up in Russian and English. In the event of any inconsistency between the Russian and English versions, the Russian version shall prevail.

Separate Annexes to this Contract may be drawn up exclusively in Russian.

SECTION “DEFINITIONS” #

Ozon (also Contractor) means Internet Solutions Limited Liability Company (Primary State Registration No. (OGRN) 1027739244741, legal address: Presnenskaya naberezhnaya, 10, premises 1, floor 41, office 6, Moscow, 123112, Russia).

CPC means a type of advertising campaign, when choosing which the Seller pays Ozon service in the event of Client’s Click to the link in the Recommendation Block, will be applied when the Seller selects the “Clicks” payment type in the PA.

CPM means a type of advertising campaign, when choosing which the Seller pays Ozon service per number of the Advertising Materials displays in the Recommendation Block, will be applied when the Seller selects the “Impressions” payment type in the PA.

Cut-off is the time set by Ozon or the Seller in the PA for specific orders, before which the Seller is obliged to confirm the readiness of the products included in the order for transfer to delivery.

Activation means the confirmation sent by Ozon to the Seller about the activation of his/her PA.

Banner means a banner containing advertising information or a hyperlink to the Seller’s products only on the Website.

Contract means this contract entered into between Ozon and the Seller on the terms specified below, the text of which is posted in the PA.

Order means a Product or a set of products that the Client ordered from the Seller on the Platform.

Seller (Customer) means a person being non-resident of the Russian Federation, registered on the Platform who has completed the Activation and sells products via the Platform directly. For the purposes hereof, the Seller shall be the Customer of the services rendered using the Platform.

Integrated delivery method means a method of delivery of orders by those Delivery Services that automatically, through the integration of internal systems, transmit information to Ozon about the status of the movement of the order. In some cases, before setting up the Integrated Delivery Method in the Personal Account, the Seller is required to conclude an Agreement with the Delivery Service.

Product Description Page means the aggregate information about a Product on the Platform, including the Product images, a text describing its characteristics, price, and terms of sale as well as information about the Seller and the Product manufacturer.

Client means a legally capable individual purchasing a Product from the Seller on the Platform solely for personal needs not related to business.

Click means the user’s addressing to the link to products contained in the Recommendation Block.

Conversion means the process of converting monetary amounts denominated in one currency into amounts denominated in currency chosen by the Seller under the Contract.

Bulky Product shall mean a Product, the sum of the length and perimeter of the largest cross-section of which is more than 200 (two hundred) centimeters or the maximum side of which is more than 105 (one hundred and five) centimeters or whose weight is more than 20 (twenty) kilograms.

Conversion rate means the value provided for the Conversion, set on a daily basis and specified in the “Conversion rate” Section, binding to the exchange rate set by the Central Bank of the Russian Federation.

Personal Account (PA) means the Seller’s personal page on the Platform containing information about the Seller, products offered by him/her and orders from the Seller.

Non-redemption is a situation when the Client completely or partially refuses the products in the order upon receipt.

Non-Integrated delivery method means a delivery method by Delivery Services that do not provide the Integrated delivery method.

Declared value means the value of the products established by the Seller at the time of the creation of a specific order of the Client and recorded in the PA.

Cancellation means a situation when the Client refuses to receive the order before delivery or does not receive the order.

Shipment — products or a set of products that the Seller has packed and labeled (if applicable).

Partner means a third party who provides services to the Seller or Ozon (in the interest of the Seller), including Ozon Logistics Partner, Fulfilment Partner and other partners, indicated in the relevant clauses of the Contract.

Platform means the aggregator of information about products - an information system (computer program) posted on the Website, which provides Sellers with the opportunity to place products for the purpose of sale, as well as receive information about orders. The Platform functions available to the Seller are determined by Ozon.

Display means Product’s representation in the Recommendation Block in sight of the Client.

Payment service provider means a legal entity that simultaneously:

(a) within the framework of the agreement concluded with the Seller, provided the Seller with the payment details specified by the Seller in the Personal Account;

(b) is technically available for the Seller to choose when registering or in the Personal Account for the purposes of making settlements under this Contract;

(c) has technical integration with Ozon, within the framework of which Ozon may transfer information necessary for the Payment service provider to further transfer to the Seller’s account opened on the basis of the agreement specified in paragraph (a) of this definition, for the purposes of fulfill Ozon’s obligation to pay.

Attracted Product means a Product from the order executed after the user’s click on the Advertising Material in the Recommendation Block and transferred to the status “Paid”.

Advertising Material means Product’s image, Banner or other material provided by the Seller and corresponding to the Requirements for Advertising Materials Section.

Recommendation Block means a place dedicated to placement of Advertising Materials of Sellers on the Platform, and on other partner websites of Ozon in the Internet network.

Website means www.ozon.ru and/or www.ozon.by and/or www.ozon.kz and/or Ozon mobile application.

Delivery Service means is a person who carries out international delivery of orders to Clients on behalf of the Seller on the basis of a separate contract concluded with him.

Support Service means integrated services rendered to the Seller by Ozon to consult the Seller on issues related to his/her activities to sell products to the Clients on the Platform as well as to process the Clients' applications to the Seller pursuant to the procedures set forth in the Requirements for order Processing Section.

Rate means amount of Ozon remuneration for the Service on promotion of the Seller’s products.

Seller’s Country means the country in which the Seller has a registered presence and/or is registered with the tax authorities in connection with its commercial activity.

Country of destinations means the country in which the products are transferred to the Client.

Tech Partners are third parties that have entered into an Agreement with Ozon Tech Partners (cross-border) with Ozon.

Product means an object of the material world that the Seller has placed for sale on the Platform (in plural also “Goods”).

Track number means a unique alphanumeric or numeric code (barcode - identifier) that is assigned to orders and allows you to track the status of their delivery in the Delivery Service.

Notice means an electronic message sent by Ozon to the Seller’s PA as well as to his/her Email.

Email means the email address provided by the Seller when registering on the Platform.

Terms of sale of goods for Individuals means the terms on which the Client places an order for goods as well as pays for them, returns them, and communicates with the Seller concerning them and which are posted on the Platform located at: https://docs.ozon.ru/common/pravila-prodayoi-i-rekvizity/usloviya-prodayoi-tovarov-dlya-fizicheskih-lits-v-ozon-ru/.

SECTION “PERSONAL ACCOUNT” #

1. Information About the Seller #

The Seller shall specify in its PA its trade name in accordance with the requirements of the effective laws, including the trade name that does not mislead with regard to the PA’s belonging to a specific party.

2. Registration and authentication using Ozon ID #

When registering in the PA or in already existing PA, the Seller links Ozon ID when authorizing in the PA, and Ozon authenticates the Seller using a one-time password to the phone number and/or email linked to Ozon ID, certifying the Seller’s right to access the PA. By linking Ozon ID to the PA, the Seller undertakes to comply with the Terms of Use of Ozon ID.

The Seller shall take all necessary measures to ensure the confidentiality of Ozon ID and not provide access to the PA and Ozon ID to third parties, except when these parties act on behalf of the Seller (the Seller is responsible for the actions of such third parties as for his own).

The Parties shall recognize that Ozon ID data and any information displayed in the Seller’s PA is Confidential Information.

3. Access reset by the Seller #

If the Seller has any doubts about the security of Ozon ID or the password or the possibility of its unauthorized use by third parties, the Seller should immediately notify the Support Service (via the PA or by contacting it).

4. Access reset by Ozon #

If Ozon has any suspicions about use of the Seller’s PA by a third party or by malicious software, Ozon may unilaterally reset the Seller’s password of the PA and/or terminate access to the PA using the linked Ozon ID. The Seller may link new Ozon ID to the PA only during personal contact with the Support Service and identification of the Seller.

5. Filling orders placed #

Unless it is contrary to the law, the Parties shall ensure filling all orders placed but not completed and shall continue to communicate with each other or with the Clients in respect of such orders upon the Contract cancellation date.

6. PA deletion after the Contract termination #

Upon completion of all actions in respect of the orders previously placed, Ozon shall delete the PA and all information about the Seller’s products from the Platform without the possibility of recovery.

7. PA Deactivation right #

With a prior Notice, Ozon may deactivate the Seller’s PA (suspend the provision of the Services) in case of violation of any term of this Contract.

8. Ozon’s Actions in the PA #

Ozon, represented by its employees and other authorized persons, has the right to perform all actions in the Seller’s Personal Account necessary to resolve the Seller’s requests to the Support Service, which the Parties consider performed on the instruction of the Seller.

9. Separate PAs for Websites #

If the Seller’s products are to be sold on several Websites (for example, www.ozon.ru and www.ozon.by or www.ozon.ru and www.ozon.kz), the Seller undertakes, if necessary, to create separate Personal Accounts for each of the specified Websites.

10. Integration into Personal Account via Ozon Seller API #

The Seller can use the tool for integrating his accounting system with the PA via Ozon Seller API. Through integration via Ozon Seller API, the Seller can upload, update and receive Product data. Terms of integration via Ozon Seller API are contained in the Ozon Seller API Documentation.

The Parties acknowledge that when integrating via Ozon Seller API, the data reflected in the Ozon system take precedence over the data reflected in the Seller’s system.

11. Electronic signature in the PA #

Simple electronic signature (SES) means a digital signature, which by use of codes, passwords or other tools, confirms that an electronic document has been drawn up by the Seller or by Ozon, performing actions in the PA.

SES key means a unique sequence of symbols intended for creation of the electronic signature. In respect of SES, codes, passwords and other tools or a combination thereof, play the role of the SES key. SES is created by the Seller in Ozon information system when confirming actions in the PA using the SES key: entering a password when the Seller successfully authenticates in the PA or a SMS-code received by the Seller, including when the Seller authenticates via Ozon ID. The Seller shall keep confidential the SES key.

The Seller’s actions in the PA are performed by drawing up an electronic document in Ozon information systems. Such electronic documents (files, electronic protocols, logs, program codes and other information in electronic form):

  • are deemed signed by the Seller using SES;
  • are equivalent to the paper documents signed by the Seller’s own hand;
  • have legal consequences similar to handwritten signatures in accordance with the legislation of the Russian Federation.

The Parties have agreed on the distribution of the burden of proof in disputes about SES:

  • in respect of the presence or authenticity of the SES, the burden of proof is on the Party, which does not agree on the presence or authenticity of the SES;
  • in respect of the fact of amendments in the electronic document, the burden of proof is on the Party that asserts this fact;
  • in respect of the fact of receipt by one of the Parties of the electronic message signed by SES, the burden of proof is on the Party challenging this fact.

SECTION “PARTNERS FOR SERVICES” #

1. Selecting a Partner #

Services under this Contract may be provided by the Partners. Ozon organizes the interaction between the Seller and the Partners, with whom the Seller or Ozon (on the instruction of the Seller) concludes the contract.

2. Terms of interaction with Partner #

Ozon transmits to the Partners the Seller’s contact details provided by the Seller during registration on the Platform or later in the Personal Account. The Seller has the right to provide the Partner with the access to his/her Personal Account, thereby instructing the Partner to perform actions in the Personal Account, which are necessary to perform such instructions. Ozon shall not be held liable for the Partner’s actions in the Seller’s Personal Account.

SECTION “PRODUCT DESCRIPTION PAGE” #

1. Product Description Page creation #

The Seller shall independently create a new Product Description Page in his PA or add its own price offer to the existing Product Description Page. The Seller who created the Product Description Page has the right to establish a ban on copying and/or duplication by other Sellers. On behalf of the Seller, Ozon may set a maximum amount of Product Description Pages created by the Seller.

2. Responsibility for Product Description Page information #

The Seller is responsible for the completeness and compliance of the information in the Product Description Page with the requirements of the law and the Contract.

The Seller should keep up to date any information about the Product, its range, and price which is provided on the Product Description Page. If a Product Description Page contains inaccurate information, the Seller shall assume any and all negative consequences that may arise in this regard, including when calculating the amount of Ozon’s Remuneration based on inaccurate data.

The Seller is prohibited from placing information (including images) on the Product Description Page:

(a) not directly related to the Product and/or its description;

(b) distribution of which is prohibited in accordance with the legislation of the Russian Federation and/or the Country of destination;

(c) for the distribution of which administrative or criminal liability is established in accordance with the legislation of the Russian Federation and/or the Country of destination;

(d) containing (including but not limited to): public calls for terrorist activities or justification of terrorism; extremist materials; propaganda or scenes of pornography, violence and cruelty; foul language; information discrediting certain categories of persons on various grounds, including attitudes towards religion, place of residence, in connection with their political convictions;

(e) containing phone numbers, messenger accounts, email addresses, links to third-party Internet resources.

3. Message about Product Description Page inconsistency #

If any inconsistencies are discovered on any Product Description Page, the Seller should immediately advise Ozon about that indicating such inconsistencies.

4. Product Description Page processing #

Ozon checks Product Description Pages both at the stage of their creation and after posting on the Platform. If the information in the Product Description Page is found to be insufficient or unreliable, Ozon requires the Seller to make changes (and the Seller is obliged to make such changes immediately).

In case of a discrepancy between the data in the Product Description Page and the specified categories or attributes, Ozon may independently change the product category, change or supplement the contents of the Product Description Page, incl. attribute values, translation of information, with providing a relevant notice to the Seller.

In case of inconsistency of the contents of the Product Description Page with the law or the terms of the Contract, Ozon blocks the Product Description Page on the Platform indicating the reasons and making the product unavailable for order by the Client. The Seller may object the blocking of the Product Description Page by providing evidence of the absence of grounds for blocking or by deleting prohibited information. If it is confirmed that there are no grounds for blocking, Ozon will unblock the Product Description Page within 3 days.

The Seller agrees that Ozon, when checking and making changes to the Product Description Page, may use information from the official websites of manufacturers/official distributors of products.

5. Product Description Page blocking #

Ozon has the right to block the Seller’s Product Description Page without prior notice and the Seller’s consent in the following cases:

(a) the Product is posted in the wrong category;

(b) the Product has the wrong Product type;

(c) the description is inconsistent with the Product name;

(d) the description does not meet Ozon’s requirements;

(e) the image is inconsistent with the Product name;

(f) the image is inconsistent with the specifications stated;

(g) the Product is displayed “in stock” on the Website but the Seller cancels the Product order with the “out of stock” reason;

(h) upon receipt of an appeal from the copyright holder about the violation of his right to a trademark;

(i) upon receipt of information that the Product is counterfeit.

6. Product Description Page use #

Ozon is entitled, in relation to the Product Description Page and/or any information blocks included therein:

(a) to place on the Platform together with other Sellers' price offers for similar products;

(b) to place on third-party resources for advertising and marketing purposes; the cost of such placement shall be additionally determined by Ozon in accordance with the terms and conditions of the Contract;

(c) to place badges or other inscriptions intended for informing consumers;

(d) to independently determine and change the set of characteristics for describing and combining products on the Platform, as well as to determine their location in the Product Description Page;

(e) to change the location of information blocks, to manage the location of content in the Product Description Page without making any changes thereto. Such changes will not affect the content of product information in the Product Description Page.

As part of testing new functionality in the Product Description Page, Ozon has the right to move or hide some information blocks for some Clients, without changing the content and information in the Product Description Page.

7. Separate Product Description Pages on the Websites #

If the Seller’s products are to be sold on several Websites (for example, www.ozon.ru and www.ozon.by or www.ozon.ru and www.ozon.kz), the Seller undertakes, if necessary, to create separate Product Description Pages in the PA for each of the specified Websites.

8. Hiding of Product Description Page #

Ozon may hide Product Description Pages with low efficiency (unpopular products) from the Platform. Ozon independently sets the performance indicators of the Product Description Page and, in case of non-achievement, hides the Product Description Pages in the prescribed manner.

SECTION “REQUIREMENTS FOR GOODS” #

1. GENERAL PRODUCT REQUIREMENTS #

1.1. Compliance with the requirements of the Platform #

The Product should comply with the terms of the Contract, the description on the Product Description Page in all respects, including, but not limited to, the Product size and weight as well as with Ozon’s other requirements in the PA. If the products do not comply with the requirements above, Ozon may suspend the performance of its obligations with regard to such products.

1.2. Product quality #

The Product shall be of adequate quality, i.e. they shall be usable for the purposes for which products of the respective type are normally used and the products themselves or their packages shall not be visibly altered, deformed, or broken. Upon Ozon’s request submitted through the PA prior to or after the commencement of Product sale, the Seller shall specify in the PA the details of documents confirming the compliance of the products with all mandatory quality requirements (and/or upload copies of such documents), keep the documents in the PA updated (in case of changes).

1.3. Intellectual Property Rights (IPRs) #

In respect of all products the Seller shall receive the exclusive right or licenses or other necessary consents to use of trade names, trademarks, service marks, trade designations, names, images and/or other protected IPRs of third parties. The Seller, at the request of Ozon, before or after the start of the sale of the products, is obliged to provide copies of documents confirming the right to use IPRs, including in the Country of destination.

The Seller guarantees that its provision of the respective documents does not violate any agreements between the Seller and third parties, including confidentiality terms (regarding trade secrets, personal data, etc.), as well as other provisions of applicable laws. The Seller agrees that Ozon may verify accuracy and validity of the provided documents by, including but not limited to, making requests to the persons who issued such documents, are their signatories or indicated in the documents as contact/authorized persons. The Seller also guarantees that Ozon’s communication with the abovementioned persons shall not violate such persons’ rights, and where provided for in applicable laws all consents/permissions for Ozon to communicate with such persons have been obtained.

1.4. Appeal of IP rights holder #

If Ozon receives a request from the trademark owner regarding the violation of exclusive rights to products placed by the Seller on the Platform, Ozon requests from the Seller documents confirming its right to sell such products, and the Seller is obliged to provide documents to Ozon. Until the documents are provided, Ozon has the right to block the Seller’s Product Description Page, making it unavailable for ordering by the Seller.

After receiving the documents, Ozon decides on the legality of placing the Seller’s products on the Platform for sale. If the products are placed legally, Ozon removes the block from the Seller’s Product Description Page.

The IP rights holder has the right to familiarize himself with the documents provided by the Seller in relation to the disputed products, as well as with the list of Sellers selling products for which the IP rights holder has exclusive rights.

The Seller agrees that Ozon is also entitled to provide its contact details to the relevant right holder at the latter’s reasoned request to contact the Seller for the purpose of pre-trial settlement of the dispute and/or going to court regarding the violation of exclusive rights. Ozon is not responsible for the transfer of such data to the IP rights holder, their use by the IP rights holder, and does not participate in further interaction between the Seller and the IP rights holder.

1.5. Submission of documents #

The Seller should provide Ozon with confirmation of the Product compliance with the requirements of the legislation and the Contract within 3 (three) calendar days as of the date of sending the request, as well as in case of receiving a request from the copyright holder, confirmation of the legality of placing the products on the Platform.

1.6. Product packing #

The Product shall be supplied in containers and/or packing to ensure its safety (and, if necessary, air tightness) during transportation, sorting, handling at the warehouse process, storage, loading into the vehicles and unloading from them in the standard conditions. The Product packing should be intended for the Product weight and should keep it. Products with protruding sharp parts and corners should have protective covers on the relevant parts or should have enduring packing not allowing penetration of sharp elements beyond it.

2. LIST OF PROHIBITED PRODUCTS #

The Seller may not post for sale on the Platform products the sale of which is prohibited or restricted by the laws of the Russian Federation remotely, including (without limitation) the following products:

  • alcoholic beverages;
  • precious and rare earth metals;
  • weapons, ammunition, explosives and explosive devices, means of detonation, cartridges, means of exploding, gunpowder;
  • radioactive materials, X-ray equipment and devices, devices and equipment using radioactive substances and isotopes, radioactive materials;
  • erotic and pornographic materials;
  • encryption equipment;
  • poisons, narcotic drugs, and psychotropic substances, and their precursors;
  • human remains and ashes; infectious substances (biological materials, injection solutions, immunobiological preparations);
  • products made from toxic materials;
  • ethyl alcohol and ethyl-containing products;
  • special and other technical means intended for covert obtaining extraction of information in a surreptitious manner;
  • all types of weapons;
  • products that are objects of cultural heritage;
  • pesticides and agricultural chemicals;
  • poaching products;
  • tobacco products;
  • jewelry (except for products permitted for sale in accordance with the legislation of the Russian Federation);
  • medical drugs, vitamins, supplements (except supplements officially certified for sell in Russia);
  • hookahs, bongs;
  • devices for the consumption of nicotine-containing products (including products with heated tobacco, solutions, liquids, mixtures or gels, including nicotine-free liquids);
  • Covid-19 test kit not intended for household use;
  • veterinary drugs;
  • veterinary vitamins;
  • live plants, seeds;
  • eat belt adapters, including seat belt adjuster, seat belt guide, seat belt cover, seat belt triangle;
  • frameless child seats;
  • road signs;
  • precious stones which are not part of jewelry;
  • banknotes of the Russian Federation and foreign currency (with the exception of those sent by the Central Bank of the Russian Federation and its institutions), traveler’s checks, securities, gold and silver bullion, currency, excise stamps;
  • identification documents;
  • food products other than groceries, confectionery, and beverages with a storage temperature of +17 to +24 degrees Celsius;
  • the Airsoft and Pneumatics category products: products with a muzzle energy of more than 3 J;
  • live animals and insects;
  • electroshock weapons;
  • gas cartridges for self-defense, as well as any mechanical sprayers, aerosols, and other devices equipped with substances that cause tear or irritation;
  • mercury thermometers;
  • dietary supplements containing plants and plant processing products, psychotropic, narcotic, potent, or toxic substances (as per Appendix 7 to the Technical Regulations of the Customs Union “On Food Safety”);
  • food products for internal use made from cannabis or derived from cannabis processing, regardless of the presence of tetrahydrocannabinol in their composition;
  • poppers;
  • second-hand products;
  • pyrotechnics of IV and V hazard classes;
  • disposable electronic cigarettes and vaping liquid, including nicotine-free;
  • net fishing gear;
  • electrofishing systems and devices for catching by means of electric current;
  • traps and snares;
  • animal behavior correction collars with electrical and/or ultrasonic and/or sound effects;
  • products, the appearance (including the images placed on them) or the content of which includes the promotion propaganda narcotic drugs, psychotropic substances and their precursors; propaganda or cruelty to animals; propaganda or public display of Nazi attributes or symbols; promotion of non-traditional sexual relations, gender reassignment, pedophilia;
  • products intended for free distribution (marked “Not for sale”);
  • food products containing fly agarics;
  • food products containing ashwagandha;
  • ritual products (monuments, coffins, burial sets, ritual clothing, funeral products);
  • digital products, including those on tangible media;
  • GPS/Glonass/Platon signal suppressors;
  • special means of traumatic and restraining effect;
  • universal keys for intercoms, which can be used without unique configuration;
  • duplicates of state registration plates of vehicles.

SECTION “SERVICE QUALITY INDICATORS” #

1. Rating assignment #

Ozon may assign service quality indicators of the Seller in front of the Client such as the Seller’s price index relative to market prices, order cancellation rate to the total number of orders, expired deliveries due to the Seller’s fault, as well as other indicators and their critical level. Ozon has the right to change indicators and their critical level unilaterally, notifying the Seller.

2. Rating change #

If the Seller’s service quality indicators downgrades, Ozon may set limits on his/her posting of products on the Platform and impose other restrictions on the Platform use. If the Seller’s service quality indicators downgrades to critical values, Ozon may suspend performing the obligations under the Contract or terminate the Contract.

3. Blocking and restricting access #

Ozon has the right to block the Seller’s Product Description Pages and restrict his access to the Platform in case of a decrease in service quality indicators. Until the blocking and introduction of restrictions, Ozon sends a notice to the Seller about the need to correct the service quality indicators for 7 (seven) calendar days. After blocking the Product Description Pages and restricting access to the Platform, the Seller has the right to correct the service quality indicators and send Ozon a request to remove the blocking and restrictions.

In case of violation of the terms of the Contract, Ozon has the right to block the Seller’s Product Description Pages and to restrict access to the Platform without prior notice to the Seller.

SECTION “REPRESENTATIONS AND WARRANTIES” #

The Seller shall represent and guarantee to Ozon as follows:

1. Authenticity of representations #

All Representations shall be authentic, valid, accurate, and not misleading as of the date of conclusion of the Contract and during the period of its validity. In case of occurrence of any circumstances which can indicate their unauthenticity, invalidity or inaccuracy, the Seller should immediately advise Ozon thereof. The Parties agree that Ozon relies on the representations and warranties provided by the Seller.

The Seller represents and warrants that the Seller has all the rights and powers necessary to conduct economic activity (legal capacity), as well as the Seller has obtained all the necessary permits from the authorized bodies or organizations to exercise the rights and fulfil the obligations under the Contract.

All documents and information provided prior to the conclusion of the Contract and/or during the preliminary legal and financial due diligence of the Seller according to Ozon’s internal procedures, including due diligence and anti-money laundering procedures (where applicable), were accurate when submitted, valid, accurate and not misleading.

The Seller agrees that, to control quality of the Platform use, placing and shipping Orders, as well as Seller’s performance of the Contract terms, Ozon may at any time conduct due diligence on the Seller by, including but not limited to, requesting supporting documents (constituent, governing, identity documents, etc.) and information from the Seller, as well as verifying their accuracy and validity. The Seller guarantees that the provision of relevant documents and information does not violate any agreements with third parties, including in terms of the confidentiality of restricted information (information constituting a trade secret, personal data, etc.), as well as the applicable provisions of the current legislation.

The Seller confirms that he undertakes to comply with the requirements (confirms that he complies with the requirements) of all applicable laws, including laws related to protection of the rights of consumers, anti-money laundering, anti-corruption and anti-bribery, in compliance with sanctions and anti-illegal trade, prohibition of the use of child or forced labor , the proper use of confidential information (including inside information), and also not to take any action that may lead to a violation of such laws, not to facilitate, encourage or induce anyone to participate in such activities.

The Seller guarantees and confirms the implementation of a sufficient and effective internal control system; measures to detect and prevent the giving of bribes and commercial bribery with the participation and (or) in relation to their employees in the process of carrying out their official duties; legalization of proceeds from crime; violations of applicable sanctions and illegal trade; improper use of confidential information (including insider information).

The Seller represents and warrants that at the time of signing the Contract and in the tax periods during which operations are performed under the Contract, it does not and will not reduce the amount of taxes payable in the Russian Federation (if Russian Federation is the Country of destination) or other Country of destination as a result of misrepresentation of information about the facts of economic life (the totality of such facts); correctly qualifies its tax liabilities arising on the territory of the Russian Federation (if Russian Federation is the Country of destination) or other Country of destination, based on the actual circumstances of the execution of the Contract.

The Seller also confirms its agreement with the main provisions of the Ozon anti-corruption and ethical business Policies posted on the Platform and follows them.

These representations and warranties, and other compliance obligations are fully reflected in the Anti-Corruption and Regulatory Compliance Clause and the Standard Clauses, which, by accepting the terms of the Contract, the Seller agrees to and undertakes to follow them.

The Parties agree that the above warranties have material significance for them for execution of the Contract and for performance of their obligations hereunder.

The Seller represents and warrants that at the time of signing the Contract and during the term of the Contract:

(a) complies with the requirements of the legislation on protection of competition;

(b) does not commit actions restricting competition.

3. Information disclosure #

The Seller shall have the organizational, financial, human, and other resources necessary for due performance of the Contract and shall have expressly disclosed all material information about affiliates of the Seller, its financial situation and operation; no other documents or information which could adversely affect Ozon’s opinion in assessing the potential risks associated with execution or performance of the Contract exist, and the Seller is not aware of any facts, issues or other circumstances which have not been disclosed in writing to Ozon the disclosure of which could affect Ozon’s willingness to enter into the Contract with the Seller.

4. Freedom of the Contract #

Prior to the Contract execution, the Seller:

(a) has not experienced inequality of bargaining power, and approval of the other content of the terms of the Contract was not substantially hindered;

(b) had a reasonable opportunity to review the terms of the Contract and to participate in determining its terms and conditions by providing its comments concerning the text of the Contract;

(c) has carefully studied the terms and conditions of the Contract and has independently accepted all the terms and conditions of the Contract in their entirety without amendments on the basis of its reasonably understood interests.

5. Unburdensome nature of the Contract #

Neither the entire Contract nor any of its terms:

(a) shall deprive the Seller of the rights normally granted under contracts of this type;

(b) shall not exclude or limit Ozon’s liability for violation of the obligations under the Contract; and

(c) shall include terms manifestly burdensome to the Seller.

6. No risk of liquidation or insolvency #

None of the following events occurred and does not occur on any date during the term of the Contract:

(a) the Seller decides to liquidate itself;

(b) the net assets of the Seller at any time during the term of the Contract are less than the amount of the minimum authorized capital required by the laws of the Seller’s Country (if applicable);

(c) The Seller submits an application for the application of bankruptcy procedures to him or becomes insolvent (bankrupt) or declares a moratorium on the satisfaction of creditors' claims or becomes unable to pay his/her debts;

(d) The Seller submits an application for the appointment of a trustee in bankruptcy, interim trustee, trustee or bankruptcy trustee or agrees to such appointment.

7. No obstacles to perform the Contract #

Execution or performance of the Contract does not violate and will not result in violation of:

(a) the charter or other corporate or other internal documents of the Seller;

(b) the provisions of any legislative or regulatory acts of the Russian Federation and/or the Seller’s Country;

(c) any orders or decisions that are applicable to the Seller, issued by courts, commercial courts or arbitration or government agencies; or

(d) any terms or conditions of any other agreements or contracts to which the Seller is a party, or such that are binding on the Seller; and will not result in default under any such agreement or contract.

8. Compliance of Product with contractual requirements #

The Seller confirms that each Product meets all requirements of the laws of the Russian Federation and/or the Seller’s Country and the Contract (to the extent that it is subject to such requirements); and the Seller undertakes to comply with all of Ozon’s requirements to the list of the products posted, the quality of their images, the description of the products as well as other requirements in terms of the information provided by the Seller to the Platform via its PA. The Seller shall be obliged to assist Ozon in making checks of products and Product Description Pages for their compliance with the requirements of the laws of the Russian Federation and/or the Seller’s Country and the Contract, as well as to perform Ozon’s decisions taken as a result of such checks.

9. Advertising #

The Product Description Page, its images and descriptions, advertising and marketing information (including, but not limited to, placement of advertising materials in the order transferred or in the Product packing) have no watermarks, links to the Seller’s website or other resources on the Internet (except for information about the website of the Seller, the manufacturer and/or the importer on the Product itself or on its packing).

10. Rights of third parties #

The Product Description Pages created by the Seller, information in them as well as other records and information transferred to Ozon in connection with the Contract:

(a) do not violate the legal requirements of the Russian Federation and/or the Seller’s Country, the legitimate interests and rights of third parties (including, without limitation, the intellectual property rights) and are permissible for posting on the Internet; and

(b) do not violate the personal dignity, honor and good name, business reputation, privacy, personal and family secrets, and other intangible benefits; the Seller has duly received (and at the first request of Ozon is prepared to provide) the consent of all third parties to use of the images (including their photographs, works of the fine arts, audiovisual and other similar works in which they are depicted).

11. Intellectual property rights (IPRs) #

In respect of the Product Description Pages created, their components and/or other records transferred to Ozon in connection with the Contract, the Seller has duly received:

(a) the exclusive right (or license/right to use and permit other persons to use) to any IPRs contained therein;

(b) all necessary consents to use the IPRs without specifying the name of the author and/or other persons who participated in their creation as well as to publish, modify, abridge, and complement, supply them in use with illustrations, a foreword, afterword, comments or any notes; and

(c) all necessary consents to use of trade and other names, trademarks, service marks, trade designations, images and/or other third parties' IPRs protected.

12. Claims #

The Seller undertakes to address any claims independently and at its own expense:

(a) in respect of the products offered for sale on the Platform (including, among others, any claims in connection with aftersales service of the products) as well as undertakes to compensate Ozon for all documented and reasonable costs, expenses, and losses associated with consideration of such claims by Ozon;

(b) related to damage/loss of property of third parties, which occurred as a result of the transfer of products that do not meet the requirements of the Contract;

(c) in connection with violation of the rights or legitimate interests of third parties (including intellectual property rights) or any Representation. When considering disputes, the Seller should intervene at Ozon’s request on its side (without prejudice to Ozon’s other rights) and compensate the latter for documented and reasonable damage caused by the proceedings and their consequences;

(d) if Ozon receives claims from the IP rights holder and/or exclusive distributor (hereinafter referred to as the IP rights Holder) about the violation of exclusive rights in connection with the placement of the Product Description Page by the Seller on the Platform, Ozon has the right to block the Page of the relevant Product on the Platform, making it inaccessible for ordering Clients. In case of disagreement with the blocking, the Seller, independently and at his own expense, undertakes to negotiate with the Copyright Holder to settle his claim.

Ozon resumes the provision of services under the Contract in relation to the relevant Product in the event of:

(1) if the Copyright Holder has applied to Ozon with a request to unblock the Seller’s Product Description Page;

(2) if the Seller has provided Ozon with the official written consent of the Copyright Holder to unblock the Product Description Page or a court decision confirming that the Seller’s placement of the Product Description Pages does not violate the rights of the Copyright Holder of the exclusive right;

(3) if Ozon determines that the information contained in the Product Description Page does not violate the rights of the Copyright Holder.

13. Intellectual property #

Either party shall retain all intellectual property rights, trademarks and/or other intellectual property (including logos, designs, drawings) which can be used within the Contract (IP Objects). Execution of the Contract may not be interpreted as granting the Seller any licenses and/or rights of use in respect of Ozon’s IP Objects. Without Ozon’s prior consent, the Seller may not publicly refer to Ozon’s trade name (as well as its logo or trademarks). Ozon may publicly refer to the Seller’s trade name (as well as its logo or trademarks) to indicate it as one of the Seller s on the Platform as well as in other circumstances. Either party undertakes not to register the IP Objects similar to the IP Objects of the other party and not to use the information provided about the IP Objects of the other party except in connection with performance of the Contract.

14. Parties' assistance #

The parties shall provide each other with reasonable assistance in protection of the IP Objects (including by advising each other of all known or suspected falsifications, copying, imitation or other violations of the rights to the IP Objects). At the same time, in order to avoid doubts, only the right holder shall retain the exclusive right to initiate proceedings in respect of the IP Objects owned by it.

SECTION “CONFIDENTIALITY AND PERSONAL DATA” #

1. Confidential Information #

Confidential information means any information that has become known to the Parties in connection with the Contract, which has commercial value for any of the Parties due to its unknown to third parties, including but not limited to:

  • inside information, trade secrets, personal data,
  • know-how, intellectual property,
  • information about products, deals, customers, price structure, marketing strategy, commercial opportunities, etc.,
  • information on the types and prices of products / services, the amount of commissions and other payments under the Contract.

Confidential information under the Contract may be transferred by the Parties to each other both with and without a confidentiality stamp. The Parties may indicate the Confidentiality of the transmitted information in letters, acts of acceptance and transfer of documents, in e-mail, orally or in other ways.

The Parties undertake:

(1) use Confidential Information only for the purposes of the Contract;

(2) transfer Confidential Information only to those of its employees who need it for the purposes of the Contract, and with whom confidentiality obligations have been signed;

(3) not disclose Confidential Information to third parties without the consent of the transferring Party (except for disclosure to its professional consultants or on the basis of a reasonable request from a government agency);

(4) protect the received Confidential Information from unauthorized access by third parties for 3 (three) years after the termination of the Contract.

2. Personal Information #

The provisions of the “Personal Data Clause” apply to the relations of the Parties.

3. Personal Data of the Clients #

In cases where the Seller receives the Clients’ PD from Ozon and / or transfers PD to third parties to organize the delivery of products to the Clients, the Seller is obliged to comply and oblige such third parties to comply with the rules and principles of processing PD of Clients provided by the Federal Law of July 27, 2006 № 152-ФЗ “On personal data” and other applicable regulations, while remaining responsible for the actions / inactions of such third parties in relation to the Clients' PD, as well as:

(a) to destroy or ensure the destruction by third parties of the PD of Clients when the purpose of their processing has been achieved (sale of products to a Client), or when Ozon informs about the absence of grounds for their processing, as well as, upon Ozon’s request, to provide evidence of destruction or ensuring the destruction of Clients’ PD by third parties within 5 (five) business days from the date of receipt of such a request;

(b) to provide with the information on the activities of third parties on the processing of PD of the Clients necessary for its control at Ozon’s request within 10 (ten) calendar days from the date of receipt of such request;

(c) immediately (within 24 (twenty-four) hours from the date of discovery) to notify Ozon about the leakage of Clients’ PD and/or other incident with Clients’ PD, as well as to provide detailed information about the leakage and/or other incident at pdn@ozon.ru.

4. Responsibility for violations in the field of personal data of Clients #

The Seller is responsible for any possible claims that may arise in connection with a violation of the legislation of the Russian Federation (if Russian Federation is the Country of destination) or other Country of destination on PD, including as a result of the Seller’s use of the Seller’s PD for purposes other than specified in this section, or due to non-compliance with security and confidentiality requirements and undertakes to compensate Ozon for documented losses of the latter caused by such a violation, including reimbursement of the amounts of possible fines, penalties and compensation that may be presented to Ozon for payment in court or out of court, within 5 (five) business days from the date of receipt of the relevant demand from Ozon.

SECTION “REQUIREMENTS FOR ORDER PROCESSING” #

1. RECEPTION AND PROCESSING OF THE CLIENT’S ORDER #

1.1. Information about Seller’s warehouses #

The Seller in the PA indicates information about one or several Seller’s warehouses, from which the products are shipped, remaining responsible for the relevance of this information. At the same time, the Seller undertakes to indicate in the PA all the information necessary for filling out about the warehouse and preparing the order. Ozon has the right to set the minimum and maximum time required to prepare an order for shipment to the Seller. If there has been no shipment from the Seller’s warehouse for 30 (thirty) calendar days, Ozon has the right to transfer the warehouse to the archive in PA.

1.1.1. Integration with the Partner’s warehouse #

If the opportunity to choose the Partner’s warehouse is available to the Seller in the Personal Account, Ozon integrates, on the Seller’s instruction, with such Partner (Fulfillment Partner) of the Seller for the purpose of transmitting statuses (including acceptance, processing, storage, shipment of products) on behalf of the Seller.

1.2. Information about the products available for sale #

The Seller is obliged to indicate in the PA the quantity of each of the products that he is ready to sell to Clients from each of the Seller’s warehouses, and to keep the data on such quantity up-to-date in real time. Such products become available on the Website for ordering.

1.3. Information about orders #

When placing the order for the Seller’s products on the Website, information about this is displayed in his PA. The order information includes a list of the products ordered by the Client, their quantity and price.

1.4. Confirmation of the readiness of orders #

The Seller undertakes to indicate the completion of the assembly and packaging of the order by putting down the appropriate status of the order in the PA.

2. DELIVERY SERVICE #

2.1. Choosing the Delivery Service #

The Seller in the PA indicates the delivery method from among the available ones or his own Delivery Service (if such option is available in the PA). Ozon places information about the Seller’s Delivery Service in the Seller’s Product Description Page. Ozon has the right to ask the Seller for documentary confirmation of the conclusion of an agreement with the chosen Delivery Service.

2.2. Delivery parameters #

The Seller in his PA specifies his own delivery parameters (delivery geography, order shipment and delivery time, etc.). With a Non-integrated delivery method, the Seller undertakes to deliver by courier-to-door delivery. With an Integrated delivery method, the required delivery parameters are displayed in the Seller’s PA based on the parameters specified by the Delivery Service.

2.3. Updating information about the Delivery Service #

With the Non-integrated delivery method, the Seller is responsible for the validity of the specified delivery time. If, according to information available to Ozon, the delivery time specified by the Seller differs from the actual delivery times to the Client, Ozon may unilaterally adjust such delivery time settings. With the Integrated delivery method, Ozon, on behalf of the Seller, may update the necessary delivery parameters without obligation to notify the Seller.

2.4. Transfer of personal data to the Delivery Service #

Ozon collects personal data (including order data) of Clients and transfers them to the Delivery Service on behalf of the Seller.

3. TRANSFER OF ORDERS FROM THE SELLER TO THE DELIVERY SERVICE #

3.1. Order transfer procedure #

The procedure for transferring the generated orders is determined by the agreement between the Seller and the Delivery Service. Prior to the transfer of the order to the Delivery Service, the Seller undertakes to check the status of the order to ensure that the order has not been canceled or otherwise changed in status by the Client or Ozon. The Seller bears any negative consequences associated with the transfer of the order after the order has been cancelled. The Seller is responsible for the discrepancy between the transferred products to the Delivery Service and the Client’s order.

3.2. Terms of transfer of orders #

The Seller undertakes to assemble the order, indicate the appropriate status of the order in the PA, and also transfer the order to the Delivery Service no later than 24 (twenty-four) hours before the date of shipment of the Order. The order (properly packaged) shall be accepted by the Delivery Service before the shipment deadline. Otherwise, Ozon has the right to cancel the order by notifying the Seller no later than 2 calendar days before the actual cancellation of the order.

3.3. Notice of the transfer of the order to the Delivery Service #

The Seller within 24 (twenty-four) hours shall transmit to Ozon the information about the transfer of the order to the Delivery Service, including the correct track number the tracking of which displays the status confirming the acceptance of the order by the Delivery Service.

3.4. Delivery status #

With the Non-Integrated delivery method the Seller within 1 (one) calendar day from the moment the order is actually delivered to the Client indicates the current status in the PA. If the delivery status is not updated in time, Ozon has the right to cancel the order.

3.5. Track number #

The Seller is obliged to provide Ozon with a valid track number to track the order using systems commonly used to track shipments moved by delivery services. If the provided track number is not tracked, Ozon may send a request to the Seller about the need to correct the track number. With the Integrated delivery method, the Seller is obliged to send a request to the Support Service to correct the track number within 2 (two) calendar days from the date of receipt of the request from Ozon.

With the Non-integrated delivery method, the Seller is obliged to correct the track number on his own in the PA within 2 (two) calendar days from the date of receipt of the request from Ozon.

Ozon has the right to cancel the order with incorrect or untraceable track number.

3.6. Reliability of status #

The Seller shall be fully responsible for the accuracy of the information about the delivery status of the order. If the Seller does not timely enter information on the status of the order delivery, then Ozon has the right to cancel the order, as well as lower the quality indicators of the Seller’s service, while the Seller bears the risk of all negative consequences of order cancellation. If the Order, which Ozon canceled as a result of the Seller’s late provision / failure to provide the status, was actually delivered to the Seller, then Ozon is under no circumstances responsible for the negative consequences resulting from such an action / failure to act by the Seller. In the event the track number is not updated, or is updated incorrectly by the Delivery Service, as well as with the Non-integrated delivery method, Ozon, on behalf of the Seller, has the right to track the track number on its own, including through the tracking systems, and update information on the delivery status. Ozon is under no circumstances responsible for the negative consequences in case of receiving false information about the status of the order from the Seller or the Delivery Service. Ozon is under no circumstances responsible for negative consequences in case of receiving false information about the order status from the Seller or the Delivery Service.

3.7. Breach of the transfer deadlines #

If the Seller does not transfer the order within the specified time frame or untimely sends Ozon information about the transfer of the order to the Delivery Service, the order is deemed not transferred, and Ozon has the right to cancel the Client’s order, as well as lower the Seller’s service quality indicators.

3.8. Breach of delivery time #

If the Seller does not ensure compliance with the delivery time of the order to the Client, Ozon has the right to cancel the Client’s order. Ozon has the right to send a request to the Seller to clarify the actual delivery time. The Seller is obliged to respond to Ozon within 1 (one) calendar day from the receipt of the request.

4. ORDER CANCELLATION #

4.1. Ozon’s right to cancel the order #

Ozon has the right to cancel orders for the Seller’s products in the event of improper fulfillment by the Seller of its obligations, including, but not limited to, if the orders are not submitted within the specified time frame and incorrect indication of the delivery address to the Client, shipment of products with characteristics that do not correspond to the Product Description Page, shipment of products prohibited by this Contract for the sale, mass complaints of Clients about the quality of products, repeated indication of incorrect track numbers. Such cancellation of the order is not recognized as a violation by Ozon of its obligations under the Contract. The Seller is responsible for all negative consequences associated with such actions, including possible claims and/or claims made by the Client in connection with such a cancellation of the order, as well as a decrease in service quality indicators up to the suspension of the provision of services under the Contract.

4.2. Seller’s right to cancel the order #

The Seller has the right to cancel his orders, but is responsible for all negative consequences associated with such actions, including possible claims and claims made by the Client in connection with such a cancellation of the order. The cancellation of the order by the Seller is also recognized as receiving information from the Delivery Service selected by the Seller about the cancellation of the order.

5. PROCESSING OF CLIENT RETURNS #

5.1. Product return #

Subject to the consumer protection legislation of the Russian Federation the Client may refuse the products at any time before receiving them as well as return products to the Seller in accordance with the Terms of sale of goods for Individuals, taking into account the specifics established in the Contract.

The Client makes a request for product return and chooses the method of transferring the products to the Seller from among the available ones in the Client’s personal account (to the Seller’s warehouse or to the pick-up point through the Partner).

The Seller shall consider such a request and within 1 (one) calendar day make one of the following decisions (pre-moderation of return):

(a) agree on the transfer of the products by the Client for return (except as provided by the clause 5.3.2);

(b) return the money to the Client without actually transferring the products for a return;

(c) partially compensate the cost of the products or the cost of the repair of the products to the Client (if such option is available in the PA) without actually transferring the products for a return;

(d) reasonably refuse to approve the return of a product.

The Seller informs Ozon on the return decision, based on which Ozon refunds the money paid for the product to the Client. Settlements between the Parties shall be made in accordance with the procedure stipulated by the Section 3 of the Contract.

The Client is entitled to challenge the Seller’s decision by making request to the Support Service. Ozon considers the Client’s request and verifies the reasonableness of the Seller’s negative decision. If the decision to refuse to approve the return is unreasonable, the Seller acknowledges and agrees that Ozon has the right to approve the Client’s request, make a refund of funds for the products and deduct these funds from the Seller.

In addition, the Client and the Seller have the right to involve Ozon in the proceedings on the request, recognizing Ozon’s decision as binding on the Parties.

The Seller agrees that in case of repeated unreasonable refusal to approve the return requests or no decision on return request within 24 hours Ozon has the right, at its own discretion, to refuse to allow the Seller to carry out the pre-moderation of return and make a decision on the return independently. In this case, Ozon will carry out the pre-moderation of return on behalf and at the expense of the Seller.

Ozon has the right, at its own discretion, to impose restrictions on the Seller’s pre-moderation of returns for certain return reasons.

5.2. Return of products of proper quality #

Products of proper quality can be returned on the terms and conditions set forth in the Terms of sale of goods for Individuals.

Refunds to the Client shall be made in accordance with the legislation of Russian Federation and the Contract.

All costs for shipping the products of proper quality shall be borne by the Client, except for the cases of returning the products to the pick-up point through the Partner in accordance with the clause 5.7 of the Contract.

5.3. Return of products of improper quality #

5.3.1. Procedure for considering a claim and appeal #

Ozon receives the Client’s claim and/or the appeal regarding the improper quality of the products and forwards it to the Seller for consideration in the order and terms specified in the clause 5.1 of the Contract.

5.3.2. Claims for products of improper quality worth up to 1,500 rubles #

In the event that the Client presents claims about a product of improper quality with a price of less than 1,500 (one thousand five hundred) Russian rubles, the Seller instructs Ozon to exercise a full or partial (as agreed with the Client) refund of money without necessarily sending by the Client the products for inspection.

5.3.3. Claims for products of improper quality worth from 1,500 rubles #

The Client independently chooses the method of delivery of returned products from among the available ones in the Client’s personal account.

The Seller shall provide a full and correct address written in Latin or Cyrillic in the Personal Account for accepting the returned products.

Ozon or the Seller shall inform the Client the address for returning the products (the Seller’s address) within 1 (one) calendar day, and in the absence of a full and correct address for accepting the returned products, the Seller instructs Ozon to make a refund to the Client without the obligation to transfer the products.

The return delivery of products of improper quality is carried out at the expense of the Seller.

The Seller instructs Ozon to compensate the Client for the return shipment when the Client provides a receipt for the shipment of such products by deducting the cost of shipment from the funds to be transferred to the Seller under the Contract.

5.3.4. Refund based on expert opinion #

If the Client provides an expert opinion confirming the manufacturing defect, the return is possible within a reasonable time, but in any case no more than two years from the date of receipt of the products. The Seller compensates the Client for the cost of the products, the costs incurred for the examination, as well as the costs of returning the products of improper quality upon presentation by the Client of the receipt of the products dispatch.

5.4. Partial compensation of the cost of the products. Client’s request to the service center. #

If there is a possibility of partial compensation of the cost of products in the Personal Account, the Seller has the right to offer partial compensation to the Client, the amount of which shall be approved by the Client. In this case, the Seller instructs Ozon to return funds to the Client in the amount of such partial compensation. At the same time, Ozon is entitled to offer partial compensation to the Client on behalf and at the expense of the Seller, subject to the provisions of clause 5.1 hereof. As part of such partial compensation, the Seller instructs Ozon to offer the Client to repair the products in a service center, as well as to compensate the Client for the expenses incurred (at the expense of the Seller).

The Client who has received compensation has the right to return the product for other reasons and Ozon will return to the Seller the paid amount for partial compensation.

5.5. Costs of returning products and funds to the Client #

The Seller bears all possible costs, including those related to exchange rate differences in case of money return to the Client.

The Seller is obliged to reimburse Ozon for the cost of the returned products indicated in the PA at the moment of execution of order by the Client (by deducting funds in accordance with the Contract), as well as the costs of delivery of the returned products to the Partner (if any) in case of returning product to the pick-up point through the Partner.

5.6. Checking the product after receipt by the Seller #

Except for the return of products by the Client in accordance with the clause 5.7, the Seller shall receive and check the products within 40 (forty) calendar days from the date of sending the products by the Client, as well as notify the Support Service about the products receipt. Otherwise, Ozon will return the money for the products to the Client without agreement with the Seller. The products are considered received by the Seller on the 41st (forty-first) calendar day of shipment.

5.7. Return of products through the Partner (to the pick-up point) #

The Seller instructs Ozon to organize acceptance of the returned products, which includes products receipt from the Client and handling over the products returned by the Client to the Seller.

The Seller instructs Ozon to transfer the products accepted from the Client in the pick-up point to the Seller’s Partner, in whose system the Seller is or will be registered. By registering in the Partner’s system, the Seller instructs Ozon to transfer the returned products to such Partner as if the product was transferred directly to the Seller.

Ozon also may assign a part of its obligations to the Partner, including the obligation to transfer the product returned by the Client to the Seller. Such assignment will be deemed executed at the moment of transfer of product from Ozon to the Partner, about which the Seller will be notified in the Personal Account.

From the date of transfer/assignment the obligation to return the product arises directly from the Partner to the Seller, without Ozon’s involvement. Ozon’s obligation to return the product to the Seller is deemed terminated from the date of receipt by the Seller of the notification of the assignment (transfer of products to the Partner) in the Personal Account.

Ozon notifies the Seller of the status of receipt of products from the Client and transfer of products to the Partner in the Personal Account. The Seller is obliged to timely check the Personal Account for information about the status of returned products.

The condition of the returned products shall not be assessed during the acceptance. The Parties acknowledge that the packaging of the products may differ from that one in which the Seller handed over the products, but shall ensure the safety of the products inside the shipment.

The address of the Partner’s warehouse and the time limits for the Seller to take out the products (but not more than 14 (fourteen) days) shall be indicated in the Personal Account.

If the Seller fails to remove the products within the specified time limits, the Partner of Ozon has the right to dispose of the products, and the cost of the disposed products shall not be compensated to the Seller.

After the Client has handed over the returned products to the Partner, the Seller shall deal directly with the Partner (without Ozon’s involvement) on any issues regarding such products, including any claims.

SECTION “PROMOTION SERVICES FOR SELLER’S GOODS AND ADVERTISING SERVICES” #

1. SUBJECT #

1.1. Services for the promotion of products and advertising services #

In addition to the obligations set forth by the Contract, Ozon may provide the Seller on its behalf with following services:

(a) Electronic services for the promotion of certain products or brand available to the Seller and other electronic services, including provision the Seller with an access to the analytics data;

(b) Technical services (services of technical and information nature) and other services;

(c) Advertising services that include the placement of the Advertising Materials of the Seller in the Recommendation Blocks on the Platform and on other websites in order and within the terms hereunder;

(d) Other types of services separately agreed by the Parties.

2. GENERAL PROVISIONS #

2.1. Rights of Ozon #

Ozon shall have a right:

(a) to change format and design of the Recommendation Block without the Seller’s consent;

(b) not to accept for placement the Advertising Materials that do not comply with requirements of the Requirements for Advertising Materials Section;

(c) to determine independently a list of Ozon partner websites for placement of the Recommendation Blocks with the Seller’s products;

(d) to delete data in the Advertising Campaign Section upon expiry of six months after the turning off, without a possibility of further data recovery;

(e) in order to increase quality of provided services, to conduct tests, in the framework of which the Advertising Materials display in the Recommendation Blocks can take place with changes in format, design of the Recommendation Block and the terms of display;

(f) to suspend the provision of the services to the Seller due to technical, technological and other problems delaying the provision of the Services, while eliminating these problems.

2.2. Guarantee of compliance with the law #

The Seller guarantees compliance with the effective laws of the Russian Federation, including compliance with the requirements of the Federal Law No. 38-FZ dated March 13, 2006 “On advertising”.

2.3. Documents request #

At the request of Ozon, within 1 (one) calendar day, the Seller shall provide Ozon with documents confirming compliance with the laws of the Russian Federation, including the Federal Law No. 38-FZ dated March 13, 2006 “On advertising”.

3. PROCEDURE FOR THE PROVISION OF SERVICES #

3.1. List of Advertising materials #

The Seller shall determine independently the list of products for promotion and the Advertising Materials by adding them to the Advertising Campaign Section in the PA. Ozon shall verify Banners for compliance with the Advertising Materials Requirements Section within 2 (two) business days. Ozon shall be entitled to refuse provision of services for the promotion of products, as well as advertising services in relation to any Advertising Material, including without explaining the reasons.

3.2. Type of advertising campaign #

The Seller shall determine independently the type of advertising campaign from the number of available ones for each of the Advertising Materials.

3.3. Advertising material placement #

The Seller shall determine independently a place for each Advertising Material placement from the number of available ones.

3.4. Rate definition #

The Seller shall determine independently the Rate of Ozon Remuneration for each of the Advertising Materials within the limits agreed upon by the Parties. The more is the Rate amount, the higher is the probability of Display in the Recommendation Block, subject to other factors (relevance of the offer for specific Client, etc.).

3.5. Start of advertising services #

Ozon shall start to provide advertising services in the following events:

(a) in relation to all Advertising Materials added to the Advertising Campaign Section, when the Seller sets a “Turn On” status in the Advertising Campaign Section in the PA, at the same time, if the Seller did not fix the Rate amount, the minimal rate will be applied;

(b) in relation to specific Advertising Material, when the Seller adds it to the Advertising Campaign Section and fixes the Rate amount, provided that the “Turn On” status is set.

3.6. Termination of advertising services #

Ozon shall terminate to provide services in the following events:

(a) in relation to all Advertising Materials added to the Advertising Campaign Section, when the Seller sets a “Turn Off” status in the Advertising Campaign Section in the PA;

(b) in relation to specific Advertising Material, when the Seller deletes it from the Advertising Campaign Section, provided that the “Turn On” status is set;

(c) in relation to all products and Banners, in the event if the total cost of Ozon services for the reporting period exceeds the limit set by the Seller in the PA, or if the Seller has a debt on any services provided under the Contract.

3.7. Statistics #

Ozon shall provide the Seller in the PA with statistics containing data on Displays and on amount of attracted products. The Parties shall recognize Ozon statistics as the sole reliable source of determination of the amount of services provided and the amount of Ozon remuneration.

3.8. Suspension of services #

Ozon shall have a right to suspend provision of electronic, technical and/or advertising services in relation to the Advertising Material in the event that a fact of presence of unauthentic information in it is revealed, or in the event of other violation of requirements to products and Advertising Materials set forth by the Contract.

3.9. Additional services #

By agreement of the Parties, Ozon may provide the Seller with services for the special placement of Advertising Materials. The Seller sends a request to Ozon for the provision of such services through the PA or by e-mail. If the Parties agree on the parameters for the provision of services, Ozon posts information about essential conditions (Advertising Materials, terms and procedure for special placement) of their provision in the PA, and the Seller accepts them by pressing the “Confirm” button.

3.10. General provisions about promotions #

The Seller may provide the Clients with discounts on the products.

In order to provide discounts, the Seller in the Personal Account:

(a) launches its own promotion and independently determines the terms, products, conditions, etc.; or

(b) adds products to one of the Ozon’s promotions (the conditions and terms of these promotions are determined by Ozon independently); or

(c) selects products to be added to the promotion, suggested to be added by Ozon. Ozon has the right to suggest the Seller to participate in the promotion by adding products to the promotion at least 3 (three) business days prior to its start and by sending the relevant Notice. The Seller changes the list of products added to the promotion at its own discretion within a certain number of days, specified by Ozon, before the start of the promotion (if such a period is specified by Ozon). Upon the expiration of the period specified by Ozon, the Seller shall recognize all added products as participating in the promotion in full compliance with the terms and conditions of such promotion.

In order to launch own promotion, the Seller independently determines in the Personal Account:

  • Type of the promotion;
  • Promotion period;
  • Parameters of the buyers’ audience;
  • List of products (from among those available to be added to the promotion);
  • Other necessary conditions.

The Seller launches the promotion by changing the status to “Active” in the Personal Account.

By launching its own promotion or adding products to the Ozon’s promotion, the Seller unconditionally agrees that the discount is provided to the Clients on behalf and at the expense of the Seller on the terms and conditions specified in the Personal Account, and for such discount Points for discounts are not awarded.

3.11. Brand promotion #

The Seller may order electronic service for the promotion of brand through customizing settings in the PA, and Ozon undertakes to provide with such a service for an additional fee. The Service for the promotion of brand includes the services listed on the page “Promoted Brands”.

The Seller also has the right to order the service for the promotion of brand that is already connected and promoted on the Platform by third parties, specifying the necessary parameters in the PA.

If other persons connect the service for the promotion of brand specified in the Seller’s Product Description Pages, Ozon will notify the Seller about this in the PA. From the moment of notice, the Seller is provided with a trial use the service for the period specified in the PA. During this period the Seller has the right to refuse the service by disconnecting it in the PA. Upon expiration of the period specified in the PA, the service is considered to be ordered by the Seller and is subject to payment in accordance with the Ozon Fees and Tariffs Section.

By ordering the service in the PA, the Seller fully and unconditionally agrees to the service provision terms and conditions.

The Seller has the right to refuse the service in the PA at any time.

4. REMUNERATION OF OZON #

4.1. Remuneration amount #

Procedure of Ozon remuneration payment shall be determined depending on the type of service and/or the type of advertising campaign chosen by the Seller. The total sum of Remuneration for the services provided by this section makes the total of Rates. Remuneration shall be displayed in the PA of the Seller in the Advertising Campaign Section and shall be determined basing on Ozon statistics.

The amount, procedure and terms of remuneration for the electronic service for the promotion of brand are specified in the Ozon Fees and Tariffs Section.

The Seller guarantees that he has all IPRs in relation to the promoted Product.

4.2. Calculation of remuneration on CPC #

Ozon remuneration (CPC Rate) shall make an amount in rubles.

4.3. Calculation of remuneration on CPM #

Ozon remuneration (CPM Rate) shall make an amount in rubles.

4.4. Attracted Product price #

For the purposes of Ozon remuneration calculation, Attracted Product Price is a price fixed by the Seller and determined at the moment of execution of order by the Client on the Website.

4.5. Limits of the Rate amount #

The Seller shall determine Rates amount within the limits of maximal and minimal values set by Ozon in the PA.

4.6. Remuneration payment procedure #

Remuneration payment to Ozon that is calculated at the rates specified in the PA, on the base of the amount of services provided in the reporting period and converted at the rate of the Central Bank of the Russian Federation on the date of provision of the relevant service shall be carried out by deduction from the funds due to the Seller and being transferred in accordance with the Contract. In the event of negative balance on the account of the Seller, the latter shall be invoiced for payment of Ozon services. The remuneration of Ozon for the services provided by this section is included in the total remuneration for all services rendered.

5. LIABILITY OF THE PARTIES #

5.1. Liability of the Seller #

The Seller shall be independently and totally liable for the content and the reliability of information contained in the Advertising Materials, and for violation of third parties’ rights (including, but not limited to, rights on results of intellectual activity) resulted from the use of the Advertising Materials provided by the Seller.

5.2. Compensation for Ozon’s damages #

If Ozon receives third-party claims related to violation of their rights, appeals of state authorities in connection with placement of information under the Contract, the Seller shall indemnify for losses, costs, expenses incurred by Ozon, unless It happened through the fault of the Seller.

ANNEX №1 “TERMS OF SALE BY RESIDENTS OF THE COMMONWEALTH OF INDEPENDENT STATES” #

The Terms of sale by residents of the Commonwealth of Independent States are located here.

ANNEX №2 “PROCEDURE FOR THE PROVISION OF SERVICES BY OZON LOGISTICS PARTNERS” #

Procedure for the provision of services be Ozon Logistics Partners is located here.

目录