Current version of the Terms and Conditions #
DownloadAs of 4 March 2024.
Previous version of the Terms and Conditions #
1. Application of Standard Contract Terms and Conditions #
1.1. Standard Contract Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) shall be applied to all contracts concluded between the Counterparty (Supplier/Executor/Contractor) and the legal entity “Ozon” (Customer/Buyer) specified in the Contract recitals (hereinafter referred to as the “Contract”) and to any legal regulations between the Parties in connection with delivery/contracting/service rendering. The Terms and Conditions shall not constitute public offer.
1.2. The Counterparty shall accept the Terms and Conditions by signing the Contract.
1.3. The Contract between the Counterparty and Ozon shall enter into force upon its signature by both Parties.
1.4. The Parties shall agree and specify other Terms and Conditions in the Contract.
1.5. The Terms and Conditions shall be applied to the extent of the Terms and Conditions not contradicting the concluded Contract.
Change of Terms and Conditions
1.6. Ozon shall be entitled to change the Terms and Conditions unilaterally by posting a new version of the Terms on the website. The Counterparty shall independently review changes to the Terms and Conditions on Ozon website. The amended version of the Terms and Conditions shall be applied to the regulations of the Parties under the Contract, unless written objections regarding the changes received from the Counterparty within 14 days from the date of post of the new version of the Terms and Conditions. If the Counterparty objects, the Parties shall be entitled to sign protocol of disagreements thereon, or each Party shall be entitled to terminate the Contract unilaterally.
1.7. Ozon shall be entitled to correct technical and spelling errors in the Terms and Conditions without new version to be approved.
2. Supply Procedure #
2.1. Ozon shall place Orders for Services in Annex to the Contract (hereinafter referred to as the “Order”) and send them through EDC or by email. The Contractor shall accept the Order in the same method the Order was sent.
2.2. If the cost for the Supply for one order does not exceed 500,000 rubles excluding VAT, Ozon shall be entitled to place the Order for Supply by any method: by email or through EDC and the Contractor shall be entitled to approve this order by issuing an invoice. Such an order ought to include a description of the content/item, volume, terms and cost of Supply. In this case, the content, volume, terms and cost of Supply shall be implied as agreed upon by the Parties when Ozon pays the invoice issued by the Contractor. The same provisions shall be applied to the invoice paid by Ozon as to the Order (exception: clause 2.1 of the Terms).
2.3. If Ozon has not received a response from the Contractor within the period for its acceptance, the Order shall be implied as accepted and agreed upon by the Contractor on the last day of the period provided for its acceptance by the Contractor and be subject to execution. The Parties shall adjust the Order by mutual agreement.
2.4. Ozon shall be entitled to postpone the execution of the Order 1 business day before the start of Services executed without applying penalties to Ozon, unless otherwise agreed by the Parties to the Order.
2.5. The Contractor shall be entitled to involve third parties to fulfill the Order with the prior written consent of Ozon, unless otherwise specified in the Order, while remaining fully responsible for the result of the Services provided.
2.6. If in accordance with the law the Services rendered require the Contractor to obtain licenses, special permits or perform other actions, the Contractor shall acknowledge the performance of such actions. Supporting documents shall be submitted by the Contractor to the Customer within 3 working days from the date the Customer sent the request.
2.7. When executing of the Contract the Contractor grants Ozon the right to use intellectual property, including trademarks, logos (hereinafter referred to as IP) for Services rendered, the Contractor shall assure and acknowledge as follows:
- the Contractor shall be implied as the legal copyright holder of the IP or grant the right to use the IP on other legal grounds;
- Ozon shall be entitled to use the IP for the entire period of use;
- granting the right to IP and use of IP not violating the rights of third parties and shall not violate within the whole period of use.
While the Contract execution the Contractor alienates the rights to IP in favor of Ozon, the Contractor represents and warrants that:
- paid remuneration to the authors of the IP;
- received permission for anonymous use, publication, and amendments to the IP;
- exclusive rights to intellectual property shall not be encumbered by the rights of third parties;
- the IP, transfer of exclusive rights to IP and use of IP within the period of validity of the exclusive rights shall not violate the rights of third parties.
3. Acceptance of Services #
3.1. Delivery and acceptance of the Services provided shall be executed by the Parties signing a Certificate of Delivery and Acceptance of Services Rendered (hereinafter referred to as the “Certificate”).
3.2. The Contractor shall generate and send to Ozon Certificate or Universal Transfer Document of 1 status (if the Contractor implies as a VAT Payer) / Universal Transfer Document of 2 status (if the Contractor implies as exempted from VAT) through EDC or registered/ registered letter with statement of value /courier within 3 business days from the date end of the Services. If the Services rendered lasts more than 1 month, the Contractor shall be obliged to send the Certificate or Universal Transfer Document monthly, no later than 3 business days from the end of the reporting month (by the reporting month shall mean calendar month).
3.3. Ozon shall sign the Certificate or Universal Transfer Document and accept the Services or send written reasoned objections to the Contractor within 10 working days from the date of receipt. If Ozon presents objections to the Certificate or Universal Transfer Document, the Contractor shall be obliged to correct within 3 days and re-send to Ozon.
3.4. If necessary, Ozon shall request additional supporting documents in accordance with Art. 252 of the Tax Code of the Russian Federation to confirm the fact of the Services provided by the Contractor and the persons involved by him.
4. Price and Payment Procedure #
4.1. The total price of the Services shall be determined by the Orders. If, in the process of providing the Services, the parties agree to increase the volume of Services, the final price of the Services shall be recorded in the Certificate or Universal Transfer Document. The price of the Services shall be set in Russian rubles. Payment shall be executed in rubles by non-cash transfer of funds to the Contractor’s bank account specified in the details of the Contract.
4.2. The price of the Services shall include all necessary taxes and fee in addition to other expenses of the Contractor related to the execution of the Contract. If the Contractor changes the taxation system, the Contractor shall undertake to notify Ozon on the fact within 10 business days from the date of entry about the changes in the Unified State Register of Legal Entities/Unified State Register of Individual Entrepreneurs. If in accordance with the law after a change in the applicable taxation system, the Contractor shall become a VAT payer, the price of the Services agreed upon by the Parties in the Orders shall be considered to include VAT at the rate in accordance with the law. If in accordance with the law following the applicable taxation system changed, the Contractor ceases to be a VAT payer, the price of the Services agreed upon by the Parties in the Orders shall be reduced by VAT at the rate in accordance with the law.
4.3. If the amount in the Certificate or Universal Transfer Document or invoice indicated in a foreign currency, Ozon shall pay for the Services in Russian rubles at the foreign exchange rate announced by the Central Bank of the Russian Federation on the day the funds written off from the correspondent account of Ozon Bank.
4.4. The term for monetary obligation fulfilled shall be implied as the date of debiting funds from the correspondent account of Ozon Bank.
4.5. Ozon shall execute the payments on settlement days. Settlement day shall refer to Thursday as the day set by Ozon for making payments under concluded contracts. If the payment date under the Contract is earlier than the settlement day or if the settlement date falls on a non-working day or holiday, then payment shall be executed on the next nearest settlement day and not be implied as a violation of the terms of the present Contract.
5. Liability #
5.1. If the Contractor violates the terms of provision of the Services, Ozon shall be entitled to demand payment of a penalty in the amount of 0.1% of the price of the Services under the Order for each day of delay.
5.2. If Ozon violates the terms of payment for Services, the Contractor shall be entitled to demand payment of a penalty in the amount of 0.1% of the debt amount for each day of delay, but not more than 10% of the debt amount.
5.3. If the Services are provided improperly, Ozon shall be entitled to collect from the Contractor a fine in the amount of 10% of the price of the improperly provided Services and, at its option, demand from the Contractor:
- elimination of deficiencies free of charge within a reasonable period;
- proportionate reduction in the price established for the Services;
- reimbursement of expenses for eliminating deficiencies. Ozon shall be entitled to eliminate deficiencies independently or with the involvement of third parties.
5.4. If Ozon has demanded the Contractor to eliminate deficiencies in the Services provided free of charge, and such deficiencies have not been eliminated within 5 days, Ozon shall be entitled to charge the Contractor a fine of 10% of the price of the improperly provided Services. In this case, Ozon shall be entitled to act in accordance with clause 5.3 of the Terms.
5.5. The Contractor shall be obliged at the request of the Customer to pay penalties (fines, penalties) provided for in the Contract within 7 days from the date of receipt of such a demand. If the Contractor fails to pay the penalty, the Customer shall be entitled to set off the amount of the penalty from the amounts payable to the Contractor, including under other agreements and obligations (in accordance with Article 410 of the Civil Code of the Russian Federation).
6. Contact details of the Parties #
6.1. All contacts (email addresses, telephone numbers, etc.) of the Parties’ responsible persons shall be indicated in the Contract or Order.
6.2. The Parties shall undertake to notify each other in writing of the replacement of the responsible person within 3 working days from the date of the replacement.
7. Standard clauses #
In terms of clauses regarding tax representations and warranties, personal data, public statements, confidential information and information security, the parties are required to follow standard clauses. Full text of clause. The clause shall be implied as an integral part of the Terms.
8. Clause on compliance with corruption and regulatory legislation #
The Parties shall undertake to comply, including, but not limited to, the requirements of applicable anti-corruption legislation, anti-fraud and anti-money laundering legislation, international standards and principles of ethical business conduct, sanctions restrictions, export control rules, antitrust requirements, applicable legislation on the securities market securities and other rules for transactions with securities. Full text of the clause. The clause shall be implied as an integral part of the Terms.
9. Force majeure #
9.1. Each party shall be released from obligations for partial or complete failure to fulfill obligations under the Contract if it proves the fact of consequence of force majeure (force majeure) emerged after the conclusion of the present Contract.
9.2. The Party unable to fulfill its obligations under the Contract shall notify the other party in writing of the occurrence and termination of such circumstances no later than 5 days (if technically possible) since the occurrence of force majeure. Failure to notify or untimely notification shall deprive a party of the right to refer to any of the above circumstances as a basis for releasing from responsibility for failure to fulfill an obligation. If a dispute arises between the Parties as to whether the relevant circumstances imply as force majeure, such circumstances shall not be deemed as force majeure due to the absence of certificate issued by the authorizing bodies or another document confirming the occurrence of force majeure issued by the authorizing bodies (for example, a court decision or a regulatory legal act of state authorities of the Russian Federation), and the Parties shall undertake to fully fulfill their contractual obligations until the issuance/post of such a document (the court decision become effective).
9.3. The Party shall be obliged to undertake all possible measures in order to minimize the possible negative consequences caused by force majeure. Confirmation of the occurrence of such circumstances shall imply certificate issued by the authorizing bodies.
9.4. In case of force majeure the term of fulfillment of obligations by the Parties shall be extended in proportion to the circumstances and their consequences last period. If force majeure persist for more than 3 months in a row, each Party shall be entitled to refuse to perform the present Contract. Subsequently, neither party shall be liable to the other party for losses arising as a result of such termination.
10. Document flow management #
10.1. All documents/materials under the Contract shall be sent to the Parties to the email addresses specified in the details with the subsequent sending of original documents (if necessary).
10.2. Scanned copy of the document sent by email shall be implied as original by the Parties up to the date of receipt of the physical document.
10.3. The Parties shall be entitled to use the services of the E-document Exchange Providers (hereinafter referred to as the “EDE” or “EDE Provider”).
10.4. In the case of implementation of electronic document management, all documents shall be transmitted through the EDE Provider and certified with an electronic signature. Exception: documents within the framework of the pre-trial procedure for resolving disputes. The Parties shall generate and send all documents through EDE in the manner and within the time limits specified in the Contract.
11. Dispute Resolution Procedure #
11.1. Any disputes and disagreements under the Contract shall be resolved by sending claims by mail or courier service with mandatory duplication within the same period by email. The consideration and response period for the claim shall be implied as within 30 days since the date of its receipt. Pre-trial claims procedure shall be implied as mandatory.
11.2. Disputes and disagreements not resolved by the Parties through a claim procedure shall be referred by the interested party for consideration to the Arbitrazh Court of the City of Moscow.
12. Notices and deadlines #
12.1. Notices exchanged between the Parties under the present Contract shall be provided by express courier, through EDC or by email to the address specified in the present Contract.
12.2. Any notice shall be deemed delivered within 3 days, unless previously received by the Party.
12.3. Within 10 days from the date of signing scanned copy of the present Contract, the Contractor shall be obliged to either sign the Contract of IP or provide with the original signed by the Contractor to Ozon.
12.4. All terms specified in the present Contract and the Conditions shall be measured in calendar days, unless otherwise stated in the terms of supply.
12.5. The Parties shall undertake to notify each other of changes in the details of legal entity, bank details, legal, postal, email addresses, telephone numbers, change of permanent executive body within 5 working days of change.
13. Amendments to the Contract #
13.1. Amendments and additions to the Contract shall be executed in the form of Supplement agreements signed by authorized representatives of the Parties.
13.2. The Contract shall remain valid also in the case where one or more terms of the Contract are recognized or become invalid.
14. Termination of the Contract #
14.1. The Contractor shall be entitled to terminate the Contract provided that Ozon notified at least 30 days prior to the estimated date of termination of the Contract. If by the date of termination of the Contract not all Services under concluded Orders are provided by the Contractor, the least shall be obliged at the request of Ozon to pay 50% of the price of not provided Services as a fee for unilateral refusal of the Contract on the basis of clause 3 of Art. 310 of the Civil Code of the Russian Federation.
14.2. If Ozon refuses the full Contract or a separate Order, the Contractor shall be obliged to stop providing the Services on the date of termination of the Contract or Order specified in the notice and be entitled to require Ozon to pay only for the Services duly provided by that time.
14.3. Ozon under no circumstances shall compensate the Contractor for losses in connection with termination of the Contract or Order.
15. Duration of the Contract #
15.1. If the date of signing the Contract differs from the date stated in the upper right corner of its title page, such date stated in the upper right corner of the title page shall be used to identify the document in payment and other documents.
15.2. The Contract shall be extended for the next year on the same terms, unless either Party declares its termination 30 days prior the expiration of the Contract. The number of renewals is unlimited.