Current version of the Terms and Conditions #
Download PDFAs of 25 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) apply to all contracts concluded between the Counterparty (Supplier/Contractor) and the Ozon legal entity (Customer/Buyer), specified in the Contract (hereinafter referred to as the Contract) preamble, and any legal relationship between the parties in connection with delivery/contracting/service rendering. The Terms and Conditions do not constitute a 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 the Parties.
1.4. Parties may agree and specify other conditions in the Contract.
1.5. The Terms and Conditions apply to the extent that they do not conflict with the terms of the Contract.
Change of Terms and Conditions
1.6. Ozon may change the Terms and Conditions unilaterally by publishing a new version of the Terms and Conditions on the website. The Counterparty shall independently monitor changes to the Terms and Conditions on Ozon’s website. The amended version of the Terms and Conditions shall apply to the parties' relations under the Contract, unless the Counterparty objects in writing within 14 days. If the Counterparty objects to the amended version of the Terms and Conditions, parties may sign a protocol of disagreements or terminate the Contract at the Counterparty’s initiative.
1.7. Ozon may correct technical and spelling errors in the Terms and Conditions without approving a new version.
2. Supply Procedure #
2.1. Ozon shall issue orders for the supply of products according to the form of the Appendix to the Contract (hereinafter, the “Specification”) and send them by EDC or by e-mail. The Supplier shall approve the Specification in the same way as it was sent, and transfer the Specification signed by the Supplier simultaneously with the supply of the products or by EDC.
2.2. If the cost of the products under one order does not exceed 500,000 rubles excluding VAT, and the Supplier confirms the availability of of the products at the warehouse and readiness for delivery, Ozon may issue a purchase order in free form by sending it to the Supplier by e-mail or by EDC, and the Supplier may approve this order by invoicing. The order shall contain the assortment, cost, quantity, terms, address and mode of supply. In this case, the assortment, cost, quantity, terms, address and mode of supply are considered agreed upon by the parties when Ozon pays the invoice issued by the Supplier. The same provisions apply to an invoice paid by Ozon as to the Specification (exception: clause 2.1 of the Terms and Conditions).
2.3. The delivery time is an essential condition of the Contract.
3. Price and payment procedure #
3.1. The item price shall be specified in the Specification. The price of the products shall be in Russian rubles. Payment shall be made in rubles by wire transfer of funds to the Supplier’s settlement account specified in the details to the Contract.
3.2. The price of the products shall include all necessary taxes and fees, the costs of containers and packaging, transport costs for the delivery of the products to the place (address) of supply, as well as other costs of the Supplier related to the performance of the Contract.
3.3. If the cost of goods is in the Specifications is indicated in foreign currency, Ozon shall pay for the products in Russian rubles at the foreign currency exchange rate announced by the Central Bank of the Russian Federation as of the date of debiting funds from the correspondent account of Ozon Bank.
3.4. The date of performance of the monetary obligation shall be the date of debiting funds from the correspondent account of of Ozon Bank.
3.5. Ozon shall pay on payment days. Payment day refers to Thursday as the day established by Ozon for making payments under the executed contracts.
If the payment date under the Contract is earlier than the payment day or if the payment date falls on a non-business day or a public holiday, the payment shall be made on the next nearest payment day, and it shall not be deemed a violation of the terms and conditions of the Contract.
4. Terms and Conditions of the Products Transfer #
4.1. The products shall be transferred in containers and packaging suitable for the nature and type of the products to be transferred in order to prevent damage to them during the delivery until they are accepted by the Ozon. Each item or a single set of products shall have individual packaging. If Ozon presents additional requirements for containers or packaging, the Supplier undertakes to comply with such requirements. Containers and packaging shall be non-returnable and not subject to reimbursement by Ozon.
4.2. The products shall be delivered by and at the expense of the Supplier, unless otherwise specified in the Specification.
4.3. If the Supplier is a VAT payer:
At the moment of transfer of the products, the Supplier shall provide
Ozon with:
- a consignment notes according to TORG-12 form / Integrated Delivery Note (UTD) with status “2” and an invoice or Integrated Delivery Note (UTD) with status “1”;
- certified copies of certificates of conformity for the product (if such certificates are mandatory and/or necessary for the use of the goods);
- accompanying documentation for the product (instructions, technical specifications, etc.).
If the Supplier is exempt from VAT:
At the moment of transfer of the products, the Supplier shall provide
Ozon with:
- a consignment notes according to TORG-12 form or UTD with status “2”;
- certified copies of certificates of conformity for the goods (if such certificates are mandatory and/or necessary for the use of the goods);
- accompanying documentation for the product (instructions, technical specifications, etc.).
4.4. Simultaneously with the transfer of the products the Supplier shall transfer to Ozon the accessories to the products necessary for their intended use, as well as the documents related to the products (certificates, operating instructions, etc.).
4.5. In the case of supply of imported products, the labelling of the products and individual packaging, and instructions shall be in Russian.
4.6. The title to the products and the risk of accidental loss or accidental damage to the products shall be transferred from the Supplier to Ozon at the time of acceptance of the products and execution of the consignment note according to TORG-12 form / UTD by Ozon or its representative.
4.7. If the Supplier applies a VAT rate different from that established in clause 3 of Art. 164 of the Tax Code of the Russian Federation, the Supplier shall provide documentary evidence of the application of such VAT rate. If the Supplier changes the taxation system it uses, it shall notify Ozon about this within 10 business days from the date of making an 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 Supplier becomes a VAT payer, the cost of the products agreed upon by the parties is considered to include VAT at the rate in accordance with the law. If, in accordance with the law, after a change in the applicable taxation system, the Supplier ceases to be a VAT payer, the cost of the products agreed upon by the parties is reduced by VAT at the rate in accordance with the law.
4.8. The Supplier has no right to suspend the transfer of products until full payment has been made for all previously transferred products.
5. Products Acceptance Rules #
General provisions on acceptance of products
5.1. The Supplier shall supply the products to the address specified in the Specification. The parties may agree on a certain time and days for the products supply. If the specific time for the products supply has not been agreed upon by the parties, the Supplier shall inform Ozon of the estimated time of the products supply 1 business day before the products supply date. If Ozon has any objections, the Supplier shall execute the supply on the day and time designated by Ozon, within the supply period.
5.2. The date of supply of the products shall be the date of execution of UPD or TORG-12 by Ozon.
5.3. The parties agreed that Ozon has the right, at its discretion, to use means of photo and video recording when accepting the Products.
5.4. At the request of Ozon, the Supplier shall arrive at the acceptance of the products in person or ensure the arrival of its authorized representative.
5.5. Acceptance of the products by Ozon in terms of quantity (in terms of number of package units and the number of product items in each package unit) and quality shall be carried out at Ozon warehouse (at the warehouse of the consignee) or at the place of supply of the products specified in the Specification.
5.6. The products shall be accepted within the following terms:
- in terms of number of package units - at the time of receipt of the products from the Supplier;
- in terms of number of product items in each package unit - within 7 days from the date of receipt of the products from the Supplier;
- in terms of quality/defects - within the warranty period or the shelf life of the products. If the product does not have a warranty period or expiration date, the product is accepted for quality/defects within 12 months from the date of receipt of the product from the Supplier.
Shortages, surpluses, defects
5.7. If shortages, surpluses or defects are revealed during the acceptance of the products, the Buyer (consignee) shall draw up the relevant Certificate in TORG-12 form (hereinafter, the “Certificate”) as of the date of the products acceptance. Ozon may refuse to pay for the products of inadequate quality.
5.8. Ozon shall notify the Supplier in writing about the shortages, surpluses or defects of the products revealed during the acceptance within 7 days from the date of drawing up of the Certificate. Such notification shall be made by sending an automatically generated electronic copy of the Certificate. The Certificate shall be deemed adopted by the Supplier if Ozon has not received any reasoned objections from the Supplier within 5 days from the date of the Certificate receipt.
5.9. If the Supplier has not provided accompanying documentation and accessories necessary for using the product for its intended purpose, Ozon has the right to refuse to accept such products. Otherwise, the Supplier shall supply the accompanying documentation and accessories of the products within 3 days, unless another period is agreed upon by the parties. Additional supply by the Supplier of accompanying documentation and accessories does not deprive Ozon of the right to apply penalties provided for in the Terms and Conditions/the Contract.
5.10. Ozon has the right to accept and pay for the surplus or require the Supplier to remove it in accordance with clause 5.11 of the Terms and Conditions.
5.11. The parties have the right to agree on a period for replacing products of inadequate quality; if a dispute arises regarding the replacement period, such period is considered equal to 7 days from the date of sending Ozon’s request for replacement. If the Supplier does not replace the products within the specified period, it shall remove the defective products on its own and at its own expense within 10 days after the deadline for replacement. If the Supplier does not remove the products within the prescribed period, such actions are recognized by the parties as the Supplier’s consent to dispose of the products. In this case, Ozon has the right to dispose of the products with the involvement of third parties and demand that the Supplier reimburse the costs incurred by Ozon for storage and disposal. The Supplier shall pay the costs of disposal and storage within 5 working days from the date of receipt of the invoice from Ozon.
5.12. If Ozon refuses to accept the products on the grounds provided for in the Terms and Conditions or the Contract, Ozon has the right to demand a refund of the money paid. The Supplier shall return the funds paid to Ozon within 7 days from the date of sending the Report.
Expertise
5.13. If the Supplier does not agree with Ozon’s claims regarding the quality of the product, the Supplier shall, at its own expense, conduct an independent examination to check for defects in the product. Before the examination, the expert or expert organization selected by the Supplier is subject to approval by Ozon. In the absence of such consent, Ozon shall offer the Supplier a list of experts / expert organizations to choose from, and the Supplier shall conduct the examination with the involvement of an expert / expert organization from such a list. If, based on the results of the examination, all Ozon’s claims regarding the quality of the products are found to be unreasonable, Ozon will compensate the Supplier for the costs of the examination within 10 days from the date of receipt of the claim.
5.14. Ozon has the right, at its discretion, to conduct an examination of the quality of the Product. If defects in the Product are discovered, the costs incurred by Ozon for the examination are subject to reimbursement by the Supplier within 10 days from the date of receipt of the request.
6. Responsibility #
6.1. For late violation of the terms of supply, Ozon may demand from the Supplier to pay a penalty in the amount of 0.1% of the price of the products (including VAT, if applicable) not shipped on time for each day of delay, and refuse to accept products whose supply is overdue. The Parties may specify another amount of the liability in the Contract, in which case the condition specified in the Contract shall prevail.
6.2. If the Supplier fails to replace products of poor quality within the period established by the Terms and Conditions, Ozon has the right to demand payment of a fine in the amount of 20% of the price of the defective product.
6.3. If the Supplier has not provided the accompanying documentation/accessories of the products necessary for using the products for their intended purpose, Ozon has the right, along with other provisions of the Terms and Conditions, to demand payment of a fine in the amount of 10% of the price of such products for each case of violation.
6.4. If Ozon’s requirements for containers/packaging of products are not met, Ozon has the right to refuse to accept the products and/or require the Supplier to pay a penalty in the amount of 10% of the cost of the products.
6.5. At Ozon demand, the Supplier shall pay forfeits (fines, penalties) stipulated by the Contract within 7 days from the date of receipt of such demand. If the Supplier fails to pay a forfeit, Ozon may set off the amount of the forfeit from the amounts payable to the Supplier, including under other contracts and obligations (in accordance with Article 410 of the Civil Code of the Russian Federation).
6.6. Payment of fines and penalties does not relieve a party to the Contract from the proper performance of its obligations under the Contract.
6.7. For violation of the payment terms of supply, the Supplier may demand from Ozon to pay a penalty in the amount of 0.1% of the outstanding amount for each day of delay, but not more than 10% of the outstanding amount.
6.8. The Supplier is fully responsible for ensuring the disposal of waste from the use of goods, packaging, or paying an environmental fee in accordance with the provisions of the Federal Law of June 24, 1998 No. 89-FZ «On Production and Consumption Waste».
7. Standard clauses #
In terms of clauses regarding tax representations and warranties, personal data, public statements, information security and confidential information, the parties shall follow standard clauses. Full text of clauses. The clauses are an integral part of the Terms and Conditions.
8. Clause on compliance with corruption and regulatory legislation #
The parties shall comply with, among other things, the requirements of applicable anti-corruption laws, laws countering fraud and legalization of proceeds from crime, international standards and principles of ethical business conduct, sanction restrictions, export control rules, antitrust requirements, and applicable securities laws and other rules for securities dealing. Full text of the clause. The clause is an integral part of the Terms and Conditions.
9. Force Majeure #
9.1. Each party shall be released from liability for partial or full failure to perform the Contract if it proves that it was caused by force majeure circumstances arising after the conclusion of the Contract.
9.2. The party unable to perform its obligations under the Contract shall notify the other party in writing of the occurrence and cessation of such circumstances within 5 days (if technically possible) of the occurrence of force majeure circumstances. Failure to notify or late notice will deprive the party of the right to rely on any of the above circumstances as grounds for exemption from liability for failure to perform an obligation. If a dispute arises between the parties as to whether the relevant circumstances are force majeure circumstances, such circumstances are not considered as force majeure circumstances in the absence of a certificate issued by the competent authorities or any other document confirming the occurrence of force majeure circumstances issued by the competent authorities (for example, a court decision or a regulatory legal act of state authorities of the Russian Federation), and the parties shall fully perform their contractual obligations until the issuance/publication of such a document (the court decision comes into force).
9.3. The party shall take all necessary actions to limit as much as possible the negative consequences caused by force majeure. The occurrence of such circumstances will be confirmed by a certificate issued by the competent authorities.
9.4. In the event of force majeure circumstances, the term of fulfilment of obligations by the parties shall be extended in proportion to the duration of such circumstances and their consequences. If the force majeure circumstances continue for more than 3 consecutive months, each party has the right to refuse to perform the Contract. Neither party is liable before the other party for the losses incurred as a result of such termination.
10. Document management #
10.1. All documents/materials under the Contract shall be sent to the e-mail addresses of the parties specified in the details, with the subsequent transfer of the original documents (if necessary).
10.2. A scan of a document sent by email shall be considered an original by the parties until the date of receipt of the paper document.
10.3. Parties may use services of the E-document Exchange Providers (hereinafter referred to as the EDE Provider or EDE).
10.4. If e-document exchange is used, all documents shall be transferred through the EDE Provider and certified by electronic signature. Exception: documents within the framework of the pre-trial procedure for resolving disputes.
The parties 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 period for consideration and response to a claim is 30 days from the date of its receipt. Pre-trial claims procedure is mandatory.
11.2. Disputes and disagreements that could not be resolved by the parties in the dispute settlement procedure shall be referred to the interested party to the Arbitrazh Court of the City of Moscow.
12. Notices and terms #
12.1. The notices that the parties exchange as part of the Contract must be delivered via courier express delivery, EDE or e-mail at the address specified by the parties in the details section of the Contract.
12.2. Any notice is deemed as delivered after 3 days from the date of sending, unless previously received by the party.
12.3. Within 10 days from the date of signing the scan of the Contract, the Supplier shall either sign the EDE Contract or provide Ozon with the original of the Contract signed by the Supplier.
12.4. All terms specified in the Contract are measured in calendar days, unless a term is indicated in a specific clause.
12.5. The parties shall notify each other of any changes in the details of a legal entity, bank details, legal, postal, electronic addressed, phone numbers and the change of the permanent executive body within 5 days of the change.
13. Amendment of Contract #
13.1. Amendments to and additions to the Contract shall be executed in the form of supplementary agreements signed by the parties' authorized representatives.
13.2. The Contract remains valid if one or more of the Contract terms and conditions are or become invalid.
14. Termination of Contract #
14.1. Each party has the right to unilaterally, out of court, withdraw from the Contract. The party interested in termination of the Contract shall notify the other party in writing no later than 30 days prior to the estimated date of termination. Regarding financial obligations, the Contract is valid until they are fully performed.
If the Supplier withdraws from the Contract, if the supply dates according to the concluded Specifications occur later than the expected date of termination of the Contract, the Contract will be considered terminated on the date of the last supply according to the concluded Specifications.
14.2. Ozon may unilaterally cancel the Contract as long as it gives prior notice no later than 30 days prior to the estimated date of termination.
14.3. Ozon will not, under any circumstances, compensate the Supplier for losses in connection with termination of the Contract or Specification.
15. Duration of Contract #
15.1. If the date of signing the Contract differs from the date stated in the upper right corner of the title page, such date, stated in the upper right corner of the title page, may be used to identify the document in payment and other documents.
15.2. The Contract shall be renewed for each subsequent calendar year under the same terms and conditions, unless either party declares its termination 30 days prior to the expiration of the Contract. The number of renewals is unlimited.