Contract for Ozon Platform Sellers


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Version dated October 7, 2021.

The terms and definitions used herein are provided in the Definitions Section.

# 1. SUBJECT, CONCLUSION, AMENDMENT, AND TERMINATION OF THE CONTRACT

# 1.1. Subject of the Contract

Ozon shall:

(a) for a fee, conduct transactions related to the sale of the Seller's products through the Platform; and

(b) provide services to the Seller in accordance with the Appendices here to and the Seller shall pay for such services.

The rights and obligations under transactions related to the sale of the Seller's products shall be directly acquired by and imposed on the Seller respectively (Article 1005 of the RF CC).

Under transactions related to the sale of the Seller's products, among other things, Ozon shall:

(a) provide the Seller with an opportunity to place product offers on the Platform, communicate information on orders for the Seller's products, and give informational support to Customers;

(b) develop, maintain, and administer the Seller's PA.

# 1.2. Status of the Contract

The legal relations between Ozon and the Seller are subject to the provisions of the RF CC) on paid services (Chapter 39), on agency services (Chapter 52), and on fees (Chapter 51) and other legal acts adopted in accordance therewith. This Contract is a framework agreement (Article 429.1). The Contract is not a public contract (Article 426).

# 1.3. 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 by such third parties of their obligations.

# 1.4. Ownership of the Products

The products transferred to Ozon shall remain the property of the Seller until their sale to the Customer (at the moment of performance of the obligation to transfer the products to the Customer, except when the Customer rejects the products at their transfer) or the sale of the products to Ozon.

# 1.5. Assignment

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

# 1.6. Entire Contract

This Contract contains complete and exhaustive terms and conditions related to the subject thereof and supersedes all previous verbal or written arrangements between the Parties. Ozon does not make or accept any other representations, warranties, or obligations, except as expressly provided in the Contract.

# 1.7. Severability

The invalidity of a provision hereof shall not affect the validity of the remaining provisions or the Contract as a whole.

# 1.8. Parts of the Contract

The Appendices to the Contract, the Sections of the Contract or of the Appendices, and the Regulations form an integral part of hereof.

# 1.9. Conclusion and Term of the Contract

The Contract shall be concluded provided that Ozon submits the text of the Contract (the offer) with the Activation notification and the Seller clicks the Accept Offer button in its PA and subsequently performs any actions related to the fulfillment of the terms and conditions hereof within 365 days from the Activation date (the acceptance term). The Seller's performance of any actions using the PA prior to Activation shall not be considered acceptance. The transactions made by the Parties using the PA shall be recognized as made in simple written form. The Contract shall be recognized as concluded on the date of acceptance. The Contract shall be concluded for an indefinite period and cover relations between the Parties that have arisen since the date of the Seller's registration on the Platform.

# 1.10. Refusal of Activation

Ozon may refuse to perform Activation without explaining the reasons therefor. Unless Ozon has submitted an Activation notification, this Contract shall not be considered concluded and the potential Seller shall not have the right to demand Ozon to recognize this Contract as concluded.

# 1.11. Contract Amendment

Ozon may unilaterally amend the terms and conditions hereof (including the amount of remuneration) by notifying the Seller at least fourteen (14) calendar days prior to the entry into force of such amendments or—in the event of remuneration reduction or changes in the terms and conditions of Sections hereof—at least seven (7) calendar days prior to the said date. The Seller shall regularly check its PA and e-mail for amendments to the Contract.

In case of disagreement with proposed amendments to the Contract, within seven (7) calendar days from the amendment Notification date, the Seller shall submit to Ozon a request for the termination of the Contract. Otherwise, from the effective date of such amendments, they shall be approved by both Parties, apply to relations between the Parties, and form an integral part hereof.

In order to comply with the legislation of the Russian Federation, as well as to protect the life and health of Customers, Ozon reserves the right to amend the List of Prohibited Products by notifying the Seller at least 1 (one) calendar day prior before such changes will entry into force.

# 1.12. Contract Performance Suspension by Ozon

Ozon may unilaterally suspend the performance of its obligations hereunder in full or in part by notifying the Seller thereof in case:

(a) the quality of the Seller's services deteriorates to a critical level determined by Ozon;

(b) the Seller is in arrears with regard to any payments hereunder;

(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;

(d) the Seller does not fulfill the terms and conditions hereof or violates third parties' rights;

(e) the Seller is not connected to the EDC system in the cases when, according to the Contract, the EDC system shall be used;

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

# 1.13. Termination of the Contract

Any Party may extra-judicially terminate the Contract by submitting the Notification. The termination date shall be the last calendar day of the reporting period following the reporting period in which the Party submitted the Notification.

The Seller may unilaterally extrajudicially repudiate the Contract in case it disagrees amendments to the Contract. The Contract shall be terminated on the seventh (7th) calendar day from the Notification date.

Ozon may unilaterally extra-judicially repudiate the Contract by submitting the respective Notification; in such case, the submission date of the Notification shall be the termination date:

(a) if any Representation is found inaccurate, invalid, incorrect, or misleading;

(b) if the Seller materially violates its obligations hereunder by providing inaccurate information on the products; non- providing information requested by Ozon or preventing Ozon from checking the products or Product Description Pages for compliance with the Contract; violating exclusive or other rights of third parties; providing for sale of defective or counterfeit products; violating payment obligations; repeatedly failing to remove the products in accordance with the Contract; violating the terms and conditions of the Representations and Warranties Section; failing to prevent the quality deterioration of the Seller's services to a critical level; or

(c) in other cases provided for by law or hereby.

The Contract shall be terminated as follows:

(a) on the notification date, Ozon shall cease the provision of the Services hereunder (except for the services related to the fulfillment of orders that have been accepted but have not been fulfilled by the notification date, or to Customers' returns; in case of Ozon's unilateral refusal, any services) 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 Ozon's unilateral refusal), the Parties shall ensure the removal of the Products from Ozon Warehouse / Sorting Center;

(c) not later than on the terminated date (or as soon as possible in case of Ozon's unilateral refusal), the Parties shall conduct the final reconciliation of mutual settlements.

If, after the termination of this Contract, Customers return products to Ozon, then Ozon shall make refunds to the Customers but shall not return the products to the Seller. The Parties acknowledge that, in such case, Ozon acquires title to such products and may sell the products on its own behalf or otherwise dispose of the products at its sole discretion.

# 2. SALE OF THE PRODUCTS

# 2.1. Personal Account

Upon registration on the Platform, the Seller shall gain access to its PA. The PA shall be used in accordance with the requirements of the Personal Account Section.

# 2.2. Product Description Page

The Seller shall independently create Product Description Pages in accordance with the Product Description Pages Section.

# 2.3. Product Requirements

The Seller's product shall meet all requirements of the Product Requirements Section.

# 2.4. Restrictions

Ozon may establish restrictions related to the Sellers' sale of a specific type of products under a service package specified in Appendix hereto.

# 2.5. Product Price

The Seller shall independently determine the price for a product and specify it in its PA.

# 2.6. Product Discounts and Mark-down

Ozon may provide the Customer with a discount on any product:

(a) for the purpose of promoting the Platform and increase sales together with the Seller (joint discount) or on the initiative of Ozon (Ozon discount);

(b) in the event of damage to its package or other insignificant defects, indicating such defect on the Product Description Page (mark-down). The Seller may notify Ozon of the prohibition for Ozon to mark down its products (in such case, Ozon shall remove a defective product from sale).

The amount of funds due to the Seller (R) is determined by the formula: R = AP - C + D, where AP - Actual selling price C - Commission D - Ozon surcharge (Ozon discount). The joint discount is taken into account when determining the amount of the Commission in accordance with the procedure established in the OZON Fees and Tariffs Section. Ozon discount shall be provided solely at Ozon's expense and shall not reduce the amounts payable to the Seller for the sale of such products.

# 2.7. Installment Sale of Products to Customers

The Seller may use the Customer acquisition tool based on an installment plan available through the PA, subject to the following:

(a) when the said plan is offered by Ozon's partners, the Seller shall agree to its application at the Seller's expense, in an amount within the limits established in the PA;

(b) when offering an installment plan to Ozon, the Seller shall grant to Ozon its consent to the provision of the Customer acquisition service the cost of which shall be determined within the limits established in the PA; the Customer shall be deemed acquired upon the delivery of the ordered products thereto.

Without any additional approval of the Seller, Ozon may invite the Customers to purchase the Seller's products under an installment plan, with an increase of the product price. Settlements with the Seller shall be made at the price established thereby and Ozon shall retain the full amount of the additional benefits gained from entering into a transaction.

# 2.8. Other Terms and Conditions of Product Sale

The Seller shall instruct Ozon to determine all other terms and conditions for the sale of the products through the Platform, except for the product price, including the terms and conditions of product return, that shall not worsen the Customers' positions stipulated by law. The terms and conditions of return shall be established by Ozon in accordance with the Terms of Product Sale via the Platform, to which the Seller shall fully agree.

# 2.9. Order Cancellation

Ozon may cancel the Seller's orders in case of the improper performance of the contractual obligations by the Seller. Such cancellation shall not be considered a violation of Ozon's obligations hereunder. The Seller shall be liable for all negative consequences of such cancellation, including the filing of complaints or claims by the Customers, as well as the deterioration of service quality.

The Seller may cancel its orders but nevertheless shall be liable for all negative consequences of such cancellation, including the filing of complaints or claims by the Customers, as well as the deterioration of service quality. The receipt from the Delivery Service of an order cancellation notification shall also be recognized as the cancellation of the respective order.

# 2.10. Chats with the Customers and responses to Support Service requests

The Seller shall directly communicate with the Customer on product-related matters via a chat. The Seller shall guarantee that all of the decisions made and the actions performed thereby via a chat comply with the requirements of this Contract, Rules for Communicating with Ozon Buyers Section, and the requirements of the effective consumer protection laws.

The Support Service may direct requests to the Seller from the Customers. The Seller is obliged to respond within the time frame specified in the request.

# 2.11. Product Return

The procedure for accepting the products returned by the Customers and the transfer of such products to the Seller shall be established in the Product Return Section.

# 2.12. Product Disposal

Ozon may dispose of (destroy) the Seller's products at the Seller's instruction or upon its supposed consent (in case the Seller fails to comply with the established term for product removal), following the procedure established in the Disposal Section.

# 2.13. Service Quality Indicators

Ozon may establish the service quality indicators of the Seller for the Customers in accordance with the Service Quality Indicators Section.

# 2.14. Representations and Warranties

The Seller's representations and warranties to Ozon shall comply with the requirements of the Representations and Warranties Section.

# 2.15. Privacy and Personal Data

The Seller shall comply with the requirements of the Privacy and Personal Data Section.

# 2.16. Communication Rules

Unless otherwise established herein, any information communications between the Parties and all notifications hereunder shall:

(a) be executed in electronic form in Russian;

(b) be submitted through the PA and/or to the recipient's e-mail address (to the Seller, using the e-mail address specified as the Seller's log-in for the Platform; to Ozon, to marketplace@ozon.ru); and

(c) be considered received on the submission date (if submitted from 12:00 AM to 8:00 PM Moscow time) or on the day following the submission date (if submitted from 8:00 PM to 12:00 AM 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 notifications.

# 2.17. Changes of Addresses and Details

The Parties shall inform each other of changes in their registered offices, banking details, phone numbers, and e-mail addresses and the Seller shall inform Ozon of changes in the Seller's tax system within one (1) business day from the date of such changes. Ozon shall update the Seller's details on the Website within one (1) business day and the Seller's payment details within seven (7) calendar days from the receipt of the respective notification.

# 2.18. Support Service

The Seller shall submit all inquiries and requests regarding the sale of the products via the Platform to marketplace@ozon.ru.

# 2.19. Notifications

The Seller shall confirm its consent to receive any Notification from Ozon to the e-mail address and phone number specified in its PA, including, without limitation, promotional notifications regarding the services and products of Ozon and its Group.

# 2.20. Investments in orders

The Seller agrees that orders containing his products may additionally contain advertising materials and / or samples of products from other Sellers for advertising purposes.

# 3. REMUNERATION, ACCOUNTING DOCUMENTS, AND PAYMENT

# 3.1. Ozon's Remuneration

Ozon's remuneration shall comprise:

(a) interest of the product selling price, established by the Seller in the PA ((hereinafter, the "Fee");

(b) remuneration for the rendering of the services specified in Appendices.

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

# 3.2. Submission of the Accounting Documents to the Seller

Within five (5) calendar days from the end of each reporting period (calendar month), Ozon shall submit to the Seller via the PA the following documents (hereinafter, the "Accounting Documents"):

(a) a product sale report;

(b) UTD1-to the product sale report;

(c) UTD1-with information on all types of services and works the cost of which is not included in the Fee;

(d) if necessary, other documents.

# 3.3. VAT Invoices

Ozon shall submit to the Seller VAT invoices in accordance with the laws of the Russian Federation. If the products are sold to a legal entity, then the Seller shall instruct Ozon and / or its authorized employees to execute and submit to the Customer, on the Seller's behalf, a VAT invoice or a UTD for the order amount, within the term provided for by the effective laws. Ozon enters information on the VAT rate into the UTD based on the data in the Product Description Page.

# 3.4. Use of the EDC Systems

The Parties must use EDC systems for the approval of the Accounting Documents. The said documents shall be approved through the EDC systems specified in the PA.

# 3.5. Document Approval Without Using the EDC Systems

If, due to any reasons whatsoever, the Seller is not connected to an EDC system, then the Seller shall assume liability for any and all negative consequences of such non-connection. 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.

# 3.6. Approval of the Accounting Documents

Within five (5) business days from the submission of the Accounting Documents, Ozon shall:

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

(b) in case of disagreements, submit to Ozon a substantiated statement of disagreements executed in accordance with the form established by Ozon. 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 them.

If the Seller fails to sign the Accounting Documents in due time, the documents unilaterally signed by Ozon shall be considered:

(a) duly approved between the Parties (the last day of the term established for the Seller to submit feedback shall be the document approval date); and

(b) a proper confirmation of the Seller's approval of all amounts and other terms and conditions of such documents, as well as a proper ground for payment.

# 3.7. Transfer of Funds to the Seller

Twice a month, Ozon shall transfer to the Seller's bank account funds due to the Seller for the products sold within the respective reporting month (less the amounts due to Ozon) as follows:

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

(b) not later than within ten (10) calendar days from the approval of the Accounting Documents, Ozon shall transfer to the Seller the difference between the amount specified in the Accounting Documents and the amount paid as per Sub-Clause(a) of this clause.

Other terms and conditions of settlements between the Parties are set out in the Mutual Settlements Section.

# 3.8. Reconciliation Reports

At the end of each calendar quarter, no later than the 15th day of the next month, Ozon places in the PA a Reconciliation Report with the Seller for the past calendar quarter.

The Seller, within fifteen (15) business days after sending the Ozon Reconciliation Report, is obliged to:

(a) in the absence of disagreements - press the "Agree" button in the PA; or

(b) if there are disagreements - press the "Disagree" button in the PA and send Ozon in the PA its version of the Reconciliation Report. Ozon considers objections within five (5) business days. The Parties are obliged to agree on the Reconciliation Report before the end of the next calendar quarter.

If the Seller did not report the disagreement within the prescribed period, then the Reconciliation Report posted by Ozon in the PA is considered:

(a) duly agreed by the Parties (in this case, the date of agreement is the last day of the deadline for feedback from the Seller); as well as

(b) a proper confirmation of the agreement by the Seller of all amounts and other conditions specified in the Reconciliation Report.

# 4. LIABILITY

# 4.1. General Provisions

In the event of the non-performance or improper performance by the Parties of their obligations hereunder, the Parties shall be liable in accordance with the respective provisions of this Contract, and with regard to aspects that are not regulated hereby, in accordance with the effective laws of the Russian Federation.

# 4.2. Damage Reimbursement

As demanded by Ozon, the Seller shall reimburse for the documented damage incurred by Ozon, including, but not limited to, damage arising out of any of the violations below:

(a) the violation of consumer protection laws;

(b) the violation of the Seller's Representations and obligations established in the Representations and Warranties Section;

(c) the violation of the obligations established in the Privacy and Personal Data Section.

Damage reimbursement in accordance with the terms and conditions of this Contract or Appendices hereto shall be accrued and paid, among other things, through deduction on the basis of the demand submitted by Ozon to the Seller's PA or e-mail address.

# 4.3. Limitation of Ozon's Liability

The Parties have agreed that, to the maximum extent permitted by law:

(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 relieved from liability for the non-performance of improper performance of its obligations if the Seller has failed to inform Ozon of its claim within thirty (30) days from the moment when the Seller learnt or should have learnt about the occurrence of grounds for such claim;

(c) Ozon shall not bear liability under transactions related to the sale of the products to Customers, except when the Customer's right is violated due to Ozon's fault; in this case, Ozon shall reimburse the Seller for the documented losses caused to the Customer as a result of the submission of the respective complaints or claims thereto, provided that the Seller immediately informs Ozon of the receipt of such demands or claims and involves Ozon in the consideration of the claims or complaints. Ozon shall under no circumstances be liable for the quality of the products delivered to the Customer in undamaged original packages or in the Seller's packages that do not have any signs of unpacking;

(d) the Seller shall hold Ozon harmless from any and all claims and complaints of third parties with regard to new product (or otherwise related to the Contract) and shall reimburse Ozon for any and all property losses and expenses related to such claims or complaints;

(e) Ozon shall not be liable for the non-performance or improper performance of its contractual obligations if the Seller has provided Ozon with inaccurate, incomplete, incorrect, or misleading representations or information.

# 4.4. Ozon's Actions in Case a Product Recognized as Lost Is Found

In case Ozon finds a product for which it has previously paid reimbursement hereunder or under the Appendices hereto, due to the loss or shortage of such product, Ozon may, at its option, sell such product on its own behalf at its own discretion (the Parties acknowledge that in such case, Ozon will acquire the title to such product) or return the product to the Seller and deduct the amount previously paid as reimbursement.

# 4.5. Force Majeure

The Parties shall not be liable for the non-performance or improper performance of their respective contractual obligations if such non-performance or improper performance was caused by emergency and unavoidable circumstances (force majeure) the occurrence of which is confirmed by certificates issued by competent authorities. If the force majeure persists for more than six months, either Party may rescind the Agreement without any compensation to the other Party.

# 4.6. Other Liability of the Parties

The Parties' additional liability may be specified in Appendices hereto.

# 4.7. Applicable Law and Dispute Resolution

This Contract shall be governed by and construed in accordance with the effective laws of the Russian Federation. The Parties shall make all reasonable efforts to resolve any and all disputes and disagreements arising between them under this Contract or related thereto through negotiation. A claim shall be considered within thirty (30) calendar days from its receipt. Any dispute that remains unresolved through negotiation shall be submitted to the Arbitration Court of Moscow for resolution.

# DEFINITIONS SECTION

Activation shall mean a confirmation of PA activation submitted by Ozon to the Seller.

Auction shall mean a method for determining the Winner of the auction among the Sellers participating in the Auction, which will transfer a certain amount of products to the Ozon warehouse within a certain period of time.

Bulky products shall mean the products whose length exceeds 180–220 cm, whose width is up to 220 cm and depth is up to 120 cm or whose weight exceeds 25–80 kg.

Cancellation shall mean a situation when the Customer refuses to receive an order prior to its delivery or does not pick up delivered products.

Cluster shall mean a territory where Ozon Warehouse is located. Dispatch Cluster shall mean a territory where the Warehouse at which order packaging and shipment processing are carried out. Destination Cluster shall mean a territory where the Warehouse at which shipments are sorted for delivery to Customers is located.

Contract shall mean this Contract entered into between Ozon and the Seller under the terms and conditions specified below. The text of the Contract is available in the PA.

Customer shall mean a fully legally capable physical person (individual entrepreneur) or an organization purchasing products from the Seller via the Platform (or a party specified as the recipient) solely for personal use, not including conducting entrepreneurial activities.

Cut-off shall mean the time established by Ozon or the Seller in the PA for a specific order, by which the Seller shall confirm the readiness of the shipments under an order for delivery.

Declared price shall mean the price of a product established by the Seller at the creation of a specific order for the Customer and specified in the PA.

Declared value shall mean the value of a product as recorded in the transfer documents (Act of acceptance of goods or UTD2 approved between the Parties at the transfer of the product).

E-mail shall mean the e-mail address specified by the Seller during registration on the Platform.

Non-purchase shall mean a situation when the Customer rejects products, in full or in part, at the receipt of an order.

Notification shall mean an electronic communication submitted by Ozon to the Seller's PA or E-mail.

Order Pick-up Point (OPP) shall mean a premise of Ozon or a third party engaged thereby for the provision of services, at which the Seller's shipments are accepted.

Order shall mean a product or a set of products ordered by the Customer from the Seller using the Platform.

Ozon shall mean Internet Solutions Limited Liability Company, (OGRN 1027739244741, registered office: 10 Presnenskaya Embankment, Room 6, Premise 1, Floor 41, Moscow, 123112 Russia), owning and operating the Platform.

Package unit shall mean a standard unit of cargo for transportation or acceptance. One package unit contains one shipment or a package with several shipments (in case of trust acceptance).

Personal Account (PA) shall mean the Seller's personal web page on the Platform, containing information about the Seller, the products placed thereby, and the Seller's orders.

Platform shall mean the website aggregating information on products being an information system (a computer program)) available on the Website and providing the Sellers with an opportunity to place products for sale and receive information on orders. Ozon shall determine which Platform features will be available to the Seller.

Predicted period of sale of the products shall mean the period during which the products of the Seller will be sold to the Customer according to the forecasts of Ozon.

Product Description Page shall mean a summary of information on a product, available on the Platform, including images of the product, its characteristics, price, and sale conditions, as well as information on the Seller and manufacturer of the product.

Product shall mean a physical object placed by the Seller for sale via the Platform, as well as (if applicable) related services of adjustment, installation, customization, and commissioning.

Quantum shall mean the quantity of products in one package, which the Seller is obliged to comply with when delivering products based on the Ozon recommendation.

Return Request shall mean a request submitted by the Seller through the PA and containing information on the products the Seller intends to remove from the Warehouse, including the description, range, and quantity of such products. It is the Seller's offer accepted by Ozon through the approval of the request following the procedure established herein.

Seller shall mean an individual entrepreneur or a legal entity registered within the Russian Federation, that has completed registration on the Platform and concluded the Contract.

Seller's warehouse shall mean the warehouse from which the Seller ships orders.

Shipment shall mean a product or a set of products that the Seller has packed and labeled.

Surplus shall mean products not specified by the Seller in the Supply Request or products in excess of the quantity specified in the Supply Request. The identified surplus is a product whose cards the Seller previously started on the Site. An unidentified surplus is a product whose cards the Seller has not previously started on the Site.

Sorting Center shall mean Ozon warehouse facilities and premises where sorting and distribution is performed:

(a) supplies for delivery to a Warehouse or Distribution center;

(b) Shipments for delivery to Customers.

Supply Request shall mean a request submitted by the Seller through the PA and containing information on the products the Seller intends to transfer to the Warehouse for further sale via the Website, including the description, range, and quantity of such products. It is the Seller's offer accepted by Ozon through the approval of the request following the procedure established herein.

Terms of Product Sale via the Platform shall mean public offers for Customers pur-chasing products via the Platform, published at:

for physical persons: https://docs.ozon.ru/common/pravila-prodayoi-i-rekvizity/usloviya-prodayoi-tovarov-dlya-fizicheskih-lits-v-ozon-ru,

for legal entities: https://docs.ozon.ru/common/pravila-prodayoi-i-rekvizity/usloviya-prodayoi-tovarov-yuridicheskim-litsam-na-ozon-ru.

Track number shall mean a unique alphanumeric or numeric code (barcode identifier) assigned to orders and allowing tracking the status of order delivery in the Delivery Service system.

Transfer methods shall mean the transfer of ordered products at a pick-up point, via a postamat, a Russian Post office, or delivery by courier.

Unidentified shipments shall mean shipments that are identified by Ozon in the course of acceptance as not specified in an Acceptance Certificate.

Warehouse shall mean warehouse facilities at which Ozon processes products (including acceptance, labeling, batching, packaging, etc.) and prepares shipments for delivery to Customers.

Website shall mean www.ozon.ru and the Ozon mobile application, both owned and administered by Ozon.

The headings of articles and paragraphs are used solely for ease of reading and shall not affect the meaning of the Contract.

# PERSONAL ACCOUNT SECTION

# 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. Password Confidentiality

The Seller shall take all necessary measures to ensure the confidentiality of the password and shall not disclose its user name or password to third parties, except when such third parties act on behalf of the Seller (in such case, the Seller shall be liable for the actions of such parties as for its own actions).

# 3. Password Reset

If the Seller has any suspicions regarding the security of its password or the possibility of its unauthorized use by third parties, then the Seller shall immediately notify the support service through the PA or by contacting it, and then reset the PA password.

If Ozon has any suspicions about regarding the use of the Seller's PA third parties or malware, then Ozon may unilaterally reset the Seller's PA password. A new password shall be communicated to the Seller solely in case the Seller contacts the support service in person and is identified.

# 4. PA Deactivation Right

With a prior Notification, Ozon may deactivate the Seller's PA (suspend the provision of the Services) due to the combination of the following factors:

(a) the Seller has activated two or more PA's per legal entity or individual entrepreneur;

(b) the range of the Seller's products specified in the PA consists of the same items by over 30%.

Ozon shall deactivate all PA's except for one at the Seller's option. If, within one (1) business day from the Notification date, the Seller does not provide information about the PA to be remained active, then Ozon shall remain active the PA to which a Contract concluded on the earliest date relates.

# 5. PA Deletion After Contract Termination

Upon completion of all actions with regard to the previously placed orders, Ozon shall permanently delete from the Platform the PA and all information about the Seller's product.

# PRODUCT DESCRIPTION PAGE SECTION

# 1. Product Description Page Creation

The Seller shall independently create a new Product Description Page through the PA or add its own price offer to existing Product Description Page. The Seller who created a Product Description Page may prohibit its copying by other Sellers. A Product Description Page may be altered solely by the Seller that has created it. The Seller is obliged to indicate the VAT rate on the Product Description Page.

# 2. Responsibility for Product Description Page Information

The Seller shall be responsible for the compliance of the information on the Product Description Page with the requirements of consumer protection laws. The Seller shall maintain the relevance and accuracy of the product and product price information provided on Product Description Pages. If a Product Description Page contains inaccurate information, then 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.

# 3. Product Description Page Processing

In the event of a violation of the effective laws or the terms and conditions hereof, Ozon may inspect any Product Description Page (both at the creation stage and after its placement on the Platform) and, if the content of such Product Description Page does not comply with the legislative requirements of the Russian Federation or the provisions hereof, Ozon may, at its option:

(a) demand the Seller to introduce changes to the Product Description Page (and the Seller shall make them immediately);

(b) independently change the product category or the content of the Product Description Page;

(c) block the Product Description Page on the Platform, so that the respective product will be unavailable for ordering by Customers.

# 4. Product Description Page Use

Ozon may place Product Description Pages and/or any information modules included in them:

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

(b) 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.

# PRODUCT REQUIREMENTS SECTION

# 1. GENERAL REQUIREMENTS FOR THE PRODUCT

1.1. Compliance with the Platform Requirements

The products shall comply with the terms and conditions hereof, correspond to the description on the Product Description Page, and meet other PA requirements of Ozon in all respects. If the products do not comply with the requirements above, then Ozon may refuse to accept it (in which case, the Seller shall bear all additional expenses) or suspend the performance of its obligations with regard to such product.

1.2. Product Quality

The products 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 (if altered), and provide information of the products' safety classes.

1.3. Rights to Results of Intellectual Activities (RIA)

With respect to all products, the Seller shall obtain an exclusive right or other required consent to the use of trade names, trademarks, service marks, commercial designations, personal names, images, and/or other protected RIA's of third parties. At Ozon's request, before or after the commencement of product sale, the Seller shall provide copies of the documents confirming its right to use the RIA's.

1.4. Document Submission

Within three (3) business days from the submission of the respective request, the Seller shall provide Ozon with certified copies of any requested documents confirming the compliance of products with the applicable legislative requirements and the Contract.

1.5. Product ID

A unique ID and barcode shall be assigned to each color, dimension, or gender attribute variation of a product.

1.6. Product Packages

The products shall be delivered in containers and/or packages ensuring the products' integrity in the course of transportation, sorting, warehouse handling, storage, and loading to / unloading from vehicles under normal circumstances.

1.7. Product Compliance

To the extent that different legal requirements apply to a particular product, the products shall comply with the following requirements: (a) Labels

Each product item shall be individually packaged and have an easy-to-read label (in Russian) placed on a sticker in a visible place. The label shall contain information regarding the name of the product, its main characteristics, manufacture date, and shelf life (service life).

(b) Labeling

If a product is subject to mandatory labeling with conformity or other marks, including safety class marks, then such marks shall be included in the labeling of such product. In case of the transfer to Ozon of a product included in the List of Products Subject to Mandatory Labeling by Identification Means, the Seller shall transfer products the labeling of which includes identification means, ensure the verification of the labeling codes and the presence of the products in their consumer packages, ensure the compliance of label information with information specified in the Chestny Znak system, ensure the compliance of the labeling code submitted to Ozon for inclusion in the receipt with information included in the labels and specified in the Chestny Znak system. The Seller shall guarantee that the any sale and introduction into circulation of products meet the established labeling requirements. The Seller shall be responsible for the accuracy of labeled product information provided to Ozon, as well as for the transfer to Ozon of unlabeled products. The Parties have agreed that Ozon may refuse to accept unlabeled products for sale six (6) months prior to the entering into effect of the prohibition for the circulation of unlabeled products subject to mandatory labeling.

(c) Quality Assurance

The Seller specify on the Product Description Page the list of the products for which the Seller or the manufacturer provides a warranty, as well as the warranty period for the respective products.

(d) Documentation

A warranty certificate (if any), instruction manual in Russian, and other required documents shall be put inside the product package.

(e) Customs Clearance

A product shall be legally released to civil circulation and imported to the Russian Federation. With respect to imported products, all required customs formalities shall be fulfilled.

(е) Shelf Life

The shelf life of a product shall comply with the applicable legislative requirements and the terms and conditions of this Contract. The remaining shelf life is determined in accordance with the Regulations.

# 2. LIST OF PROHIBITED PRODUCTS

The Seller may not place for sale via the Platform the products that are not permitted for distance sale under the laws of the Russian Federation, including (without limitation) the following products:

  • alcoholic beverages;
  • precious and rare-earth metals;
  • weapons, ammunition, explosives, explosive devices, gunpowder;
  • X-ray equipment, devices and equipment using radioactive substances and isotopes, radioactive substances;
  • pornographic products; encryption equipment;
  • poisons, narcotic drugs, psychotropic substances, and their precursors;
  • products made from toxic materials;
  • ethyl alcohol;
  • special and other technical means intended for obtaining information in a surreptitious manner;
  • firearms, alarm and signal arms, pneumatic and gas armaments, ammunition, melee weapons (including throwing weapons), electroshock weapons and spark dischargers, as well as the key components of firearms;
  • museum items and museum collections included in the Museum Fund of the Russian Federation;
  • pesticides and agrochemicals;
  • poaching products;
  • neodymium magnets;
  • tobacco products;
  • drugs for human use, with the exception of dietary supplements;
  • veterinary drugs;
  • hookahs;
  • nicotine-containing products (including products with heated tobacco, solutions, liquids or gels) with a liquid nicotine content of at least 0.1 mg/ml, as well as a liquid without nicotine content or with a minimum content of less than 0.1 mg/ml, intended for use in devices for the consumption of nicotine-containing products;
  • frameless child seats.

ADDITIONAL RESTRICTIONS

  • The Seller may not place the following products for sale on the Platform:
  • 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;
  • vitamins for animals;
  • live plants;
  • live animals and insects;
  • electric shockers;
  • gas canisters;
  • mercury thermometers;
  • Covid-19 test kit not intended for household use;
  • 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");
  • poppers.

WAREHOUSE RESTRICTIONS

The following products shall not be accepted for warehousing:

  • products belonging to the Flammable Liquids or Dangerous Goods classes, except for Cosmetics and Perfumes, Household Chemicals, Automobile Chemicals, or Construction Chemicals categories (the volume of such products shall not exceed 5 liters, including package);
  • refilled acid and alkaline automobile batteries;
  • neodymium magnets;
  • hydrogen peroxide 30%.

TRANSPORTATION RESTRICTIONS

Ozon may avoid performing its obligations under the Contract with regard to the following products:

  • Animals and plants, human remains and ashes;
  • Banknotes of the Russian Federation and foreign currencies (except for those sent by the Central Bank of the Russian Federation and its institutions), traveler's cheques, securities, gold and silver bullions, foreign currencies, excise stamps;
  • Perishable food products;
  • Immunobiological drugs, biological materials, blood;
  • Neodymium magnets;
  • Items and substances that, by their nature or the characteristics of their packages, may pose danger to the Contractor's employees and other parties, contaminate or spoil (damage) other shipments and equipment;
  • Any identification documents;
  • Artistic treasures (paintings, icons, antiques, and books published before 1950);
  • Lithium-ion batteries (in case of air transportation; this restriction shall not apply to lithium-ion batteries packaged with the respective equipment or lithium-ion batteries installed on the equipment);
  • Jewelry, collectible and commemorative coins, watches made with precious metals/or stones.
  • Hydrogen peroxide 30%.

# PRODUCT RETURN SECTION

# 1. RETURN POLICY FOR CUSTOMERS

1.1. Product Return

The Customer may return products in accordance with the Terms of Product Sale via Ozon Platform, taking into account the specifics established in the Contract.

1.2. Refund Processing

Ozon shall process refunds following the procedure established in Appendices hereto.

1.3. Refund Settlements

Within the term established by law, Ozon shall transfer to the Customer the funds paid thereby for the returned products. The Seller shall reimburse Ozon for the cost of the returned products specified in the PA as of the placement of the respective order by the Customer; in such case, Ozon shall return to the Seller the amount of the previously deducted Fee. Mutual settlements shall be made by means of deduction following the procedure established in the Mutual Settlements Section.

# 2. RETURN OF PRODUCTS TO THE SELLER FROM THE OZON WAREHOUSE

2.1. Return of Products that do not Meet the Requirements of the Contract

Ozon may return products to the Seller if, during the acceptance, placement at the Warehouse, or receiving products returned by the Customers, surplus of defective Products are found or if violations of the shelf life (service life), labeling, or other contractual requirements for the products are detected, as follows:

a) Ozon shall submit to the Seller a respective Notification containing the specification of the removal and disposal terms;

b) within seven (7) calendar days from the Notification date, the Seller shall remove the products using its own resources and at its own expense or by instructing Ozon to do so by submitting a respective request through the PA;

c) the products shall be removed by the Seller from the Warehouse and strictly within the period specified by Ozon, following the procedure established by Ozon.

2.2. Return at the Seller's Request

Upon the Seller's request, Ozon shall return the respective products as follows:

a) the Seller shall create a request for the return of products using the PA and, if technically feasible, chooses the date and time of export from among the available;

b) within twenty-one (21) calendar days from the creation of the request by the Seller, Ozon shall prepare the products for removal and submit to the Seller a Notification specifying the removal date;

c) The Seller shall remove the products using its own resources and at its own expense at the selected date and time or within seven (7) calendar days from the Notification;

d) when returning the products, Ozon shall provide to the Seller the services of batching the products for further removal by the Seller; such services shall be paid for additionally at the rates specified in the OZON Fees and Rates Section;

f) the Seller shall remove the products strictly on the date and within the time interval approved between the Parties, otherwise Ozon may dispose of the products or place it back at the Warehouse for sale.

2.3. Return of Unsold Products

Ozon may return to the Seller the products that have not been sold by the Seller within sixty (60) calendar days from the placement of the respective order with the Warehouse or within ninety (90) days from the said date for products belonging to the Women's Clothing, Men's Clothing, Children's Clothing, Sports Clothing, Women's Footwear, Men's Footwear, Children's Footwear, Sport Footwear as follows:

a) Ozon shall submit to the Seller a Notification of the necessity to remove the products, with the specification of the term for such removal and disposal;

b) the Seller shall remove the products within seven (7) calendar days from the Notification date or instruct Ozon to do so by submitting a respective request through the PA;

c) the products shall be removed by the Seller using its own resources and at its own expense, strictly within the time interval and following the procedure established by Ozon;

d) if the Seller fails to agree upon the product removal date with Ozon within the established term, then Ozon may return the products for sale and establish a discount on such products, at the Seller's expense and without the Seller's approval, based on market prices.

2.4. Return Documentation

Products shall be returned to the Seller on the basis of UTD-2 Return and a waybill. The products shall be handed to the Seller solely upon presentation of a power of attorney authorizing the Seller to receive the products and the Seller's identity document. If the said documents are not presented, Ozon may refuse to hand the products and liability for all negative consequences shall be borne by the Seller.

2.5. Acceptance of Returned Products

The Seller shall accept returned products in terms of package items at the pick-up of the products from the Warehouse, using any method at the Seller's discretion and strictly within the established time interval. The Seller shall accept returned products in terms of the quantity and quality of products in containers within five business days from the acceptance of the returned products in terms of the number of package items, and, if, within the said period, the Seller does not submit to Ozon substantiated objections executed in accordance with the form established by Ozon, the products shall be deemed transferred in the quantity and quality specified in UTD-2.

2.6. Consequences of Removal Deadline Violation

If, within the term specified in the Contract, the Seller does not remove or instruct Ozon to dispose of products, then Ozon may, at its option:

a) upon the expiry of seven (7) calendar days from the approved removal date, suspend the transfer of funds due to the Seller for the actually sold products until the date of actual removal;

b) upon the expiry of fourteen (14) calendar days from the approved removal date, dispose of the products subject to disposal, following the procedure established herein; in such case, the Seller shall not be reimbursed for the cost of the disposed products.

# 3. RETURN OF PRODUCTS TO THE SELLER FROM THE OZON RECEIVING POINTS

3.1. Return of Shipment that do not Meet the Requirements of the Contract

Ozon shall return unidentified shipments or shipments that do not meet the requirements of this Contract as follows:

(a) Ozon shall send to the Seller a Notification of the necessity to remove/accept the shipments, with the indication of the removal address and available time intervals for removal/acceptance;

(b) the Seller shall remove the shipments within seven (7) calendar days from the submission of the Notification, using its own resources and at its own expense, or accept the products or instruct Ozon to dispose of the products, by submitting a respective request through the PA;

(c) the Seller shall remove/accept the shipments strictly within the specified time interval and following the procedure established by Ozon.

3.2. Return of Products After Their Return by the Customer

Ozon shall return to the Seller the products returned by the Customer not later than within sixty (60) calendar days from their acceptance from the Customer or from the expiry of the period established for handing the products to the Customer, as follows:

(a) Ozon shall send to the Seller a Notification of the necessity to remove/accept the products, with the indication of the removal address and available time intervals for removal;

(b) the Parties acknowledge that product packages may differ from the packages in which the Seller transferred the products to Ozon but shall ensure the integrity of the products within the shipment

(c) the Seller shall remove the products within three (3) calendar days (excluding public holidays) from the submission of the Notification, using its own resources and at its own expense, or accept the products or instruct Ozon to dispose of the products, by submitting a respective request through the PA;

(d) the Seller shall remove/accept the shipments strictly within the specified time interval and following the procedure established by Ozon.

3.3. Consequences of Removal or Acceptance Deadline Violation

If the Seller does not remove/accept or instruct Ozon to dispose of the products within the terms established by the Contract, then, upon the expiry of forty (40) calendar days from the approved date of removal/acceptance, Ozon has the right to dispose of products subject to export of following the procedure established in the Contract and the Seller shall not be reimbursed for the value of the disposed products.

3.4. Return Documentation

The return of shipments or products to the Seller shall be carried out on the basis of the respective Acceptance Certificate and waybill. The Seller's representative shall present a power of attorney authorizing them to receive the products, as well as the identity document. If the said documents are not presented, Ozon may refuse to hand the products or shipment and liability for all negative consequences shall be borne by the Seller.

3.5. Acceptance of Returned Products

The Seller shall accept the returned products in terms of the number of package units during the pick-up of the products from Ozon, strictly within the time interval established for removal. The Seller shall accept the products in terms of quantity and quality within five (5) business days from acceptance in terms of the number of package units. If, within the specified term, the Seller does not submit to Ozon its substantiated objections executed in accordance with the form established by Ozon, then the products shall be considered delivered in the declared quantity and quality in accordance with the Acceptance Certificate. If the products are returned in a shipment with undamaged packages, then the Seller's complaints regarding the quantity and quality of the products in such shipment shall not be accepted.

3.6. Substantiated Objections

The Parties shall recognize as substantiated objections the results of the video recording of batching, shipment to Ozon, acceptance by Ozon, and opening of product shipments, that allow identifying disputed products or shipments and record the defects detected by the Seller.

# 4. RETURN OF THE PRODUCTS TO THE SELLER IN CASE OF CONTRACT TERMINATION

4.1. Total Term

The Parties shall remove the Seller's products from the Warehouse / Sorting Center, approve the Reconciliation Report and execute final mutual settlements not later than within forty (40) calendar days from the submission of the Notification on the Contract termination on any grounds. The terms and conditions of the Contract regarding the placement of products at the Warehouse / Sorting Center and the mutual settlement of their cost shall be valid until the date of the final settlement between the Parties.

4.2. Removal Notification

Ozon shall submit to the Seller the Notification of product removal not later than within seven (7) business days from the preparation of the products for removal.

4.3. Removal Term

The Seller shall remove products from the Warehouse / Sorting Center not later than within seven (7) business days from the receipt of the respective notification or, as agreed with Ozon, instruct the latter party to dispose of all products or parts thereof. The Seller shall remove the products solely within the time interval approved by Ozon and following the procedure established by Ozon

4.4. Return Documentation

Products shall be returned on the basis of UTD-2 Return and a waybill. The products shall be handed to the Seller solely upon presentation of a power of attorney authorizing the Seller to receive the products and the Seller's identity document. If the said documents are not presented, Ozon may refuse to hand the products and liability for all negative consequences shall be borne by the Seller.

4.5. Return Acceptance

The Seller shall accept returned products:

(a) in terms of package items at the pick-up of the products from the Warehouse, strictly within the time interval agreed upon between the Parties;

(b) in terms of the quantity and quality of products in containers within ten (10) business days from the acceptance of the returned products in terms of the number of package items,

and if, within the specified term, the Seller does not submit its substantiated objections executed in accordance with the form established by Ozon, then the products shall be considered delivered in the quantity and quality specified in UTD-2.

4.6. Reconciliation Report

Based on the results of the acceptance of returned products, the Parties shall sign a Reconciliation Report and, if necessary, execute final mutual settlements. If, within three (3) business days from receiving from Ozon the Reconciliation Report, the Seller fails to sign the Report and to submit the original document to Ozon, the Reconciliation Report unilaterally signed by Ozon shall be deemed duly signed by the Parties and its provisions duly approved and accepted by the Seller.

# SELLER'S SERVICE QUALITY INDICATORS SECTION

# 1. Service Quality Indicators

Ozon may establish for the Customers indicators of the Seller's service quality, such as the Seller's price index / market prices ratio; the number of cancellations / total number of orders ratio; the rate of deliveries overdue due to the Seller's fault, as well as other indicators and critical levels for the indicators. Ozon may unilaterally change the indicators and their critical levels, notifying the Seller.

# 2. Indicator Deterioration

If the Seller's service quality indicators deteriorate to a critical level, then Ozon may suspend the performance of its obligations hereunder or terminate the Contract.

# MUTUAL SETTLEMENTS SECTION

# 1. Deduction Right. Offset

Fees and other amounts due to Ozon shall be paid through their deduction from the funds due to the Seller. The Parties recognize PA reports as the Seller's proper offset Notifications. If the balance is negative, then Ozon shall submit to the Seller an invoice that shall be paid by the Seller within seven (7) calendar days.

The Parties have agreed that Ozon may set off counter-claims for the Seller's obligations arising out of other contracts entered into between Ozon and the Seller by deducting the corresponding amounts from the amounts due to the Seller, with the submission of the respective Notification.

# 2. Performance of Payment Obligations

The payment obligations hereunder shall be deemed fulfilled from the moment of debiting of the respective amount in full from Ozon's correspondent account.

# 3. Payment Details

Ozon shall make payments hereunder using the details specified in the PA.

# 4. Flexible Payment Schedule

Ozon may establish scoring criteria for the Seller (including the period of cooperation with Ozon, the existence/lack of accounts receivable, the number of Customers' returns, etc.) and unilaterally change such criteria. If the Seller meets the established criteria, it may switch the flexible schedule for transferring funds due thereto by selecting the respective option in its PA (hereinafter, the "Flexible Payment Schedule").

# 5. Seller Verification for Compliance with the Scoring Criteria

On a daily basis, Ozon shall verify the Seller for compliance with the scoring criteria. In case the Seller's compliance is successfully verified, Ozon shall commence the provision of the Flexible Payment Schedule service and transfer funds following the procedure established herein. In case the Seller's compliance with the scoring criteria is not verified, then Ozon shall submit to the Seller a respective Notification and transfer the funds due for the Seller's products sold.

# 6. Fund Transfer Procedure Under the Flexible Payment Schedule

Ozon shall transfer funds for the products sold by the Seller as follows:

6.1. Funds for the Seller's products sold during a reporting calendar day shall be transferred to the Seller's bank account on the business day following the reporting calendar day.

6.2. On a daily basis, Ozon shall deduct the value of the returned products; the Fee; remuneration for the mainline, last mile, return line services; the cost of return processing; non-purchase; cancellation, as well as remuneration for the Flexible Payment Schedule services, in an amount established in the OZON Fees and Rates Section.

6.3. On a monthly basis, Ozon shall deduct remuneration for the placement service, for other services provided during the respective reporting month, as well as other amounts due to Ozon under the Contract.

6.4. When making daily payments, the amount of funds to be transferred to the Seller shall be reduced by multiplication by a decreasing coefficient the amount of which shall be established from 0.55 to 0.95 and that shall be specified in the PA. The amount by which the Seller's funds were reduced under this clause shall transferred to the Seller on a monthly basis, less the cost of the placement services specified in Clause 1.6.3.

6.5. If, on the payment date, the amount due to Ozon is greater than the amount due to the Seller, then Ozon shall with hold the entire amount of payment until the date on which the amount due to the Seller is greater than the amount due to Ozon.

6.6. The Parties shall acknowledge that the obligation of Ozon is fulfilled on its behalf by a third party and the transfer shall be made from the bank account of a third party. The proper confirmation of the performance of the obligation to the Seller shall be the Register of payment orders provided by the third party to Ozon.

6.7. If the Seller has not informed about the change in the bank details, the obligation of Ozon shall be considered to have been properly fulfilled according to the details specified in the PA before the change. Should it be impossible to make a payment using the Seller's details, Ozon shall have the right to unilaterally suspend the provision of the service.

6.8. Should Ozon violate the terms of payment of funds to the Seller, the obligation to provide a Flexible Payment Schedule service shall be recognized as non-provided and no remuneration shall be charged to Ozon for the overdue amount. At the same time, such a violation of the terms shall not be recognized as a violation of the obligations to transfer the funds by Ozon to the Seller.

# 7. Application for the conclusion of a loan agreement

Ozon has the right to provide the Seller with the opportunity to use authentication in the PA to gain access to the personal account on the Ozon Invest platform (invest.ozon.ru), through which the Seller, in particular, can send an application for concluding a loan agreement (hereinafter referred to as the Loan Agreement) with Microcredit LLC Ozon Credit Company, OGRN 1217700060820 (hereinafter - Ozon Credit) with the provision of the necessary data and documents. The Seller confirms that when submitting an application for concluding the Loan Agreement, he gives Ozon consent to transfer to Ozon Credit the data contained in the application, as well as other data that Ozon Credit needs to consider concluding the Loan Agreement.

# 8. Seller Verification

Ozon Credit independently checks the Seller for compliance with the criteria for concluding a Loan Agreement. If Ozon provides the Seller with the Flexible Payment Schedule service, Ozon Credit has the right not to consider an application for concluding a Loan Agreement.

# 9. Payment under the Loan Agreement with Ozon Credit

The Seller delegates Ozon to make money transfers in favor of Ozon Credit in order to fulfill the Seller's obligations under the Loan Agreement with Ozon Credit. Ozon makes transfers from funds due to the Seller on the date of transfer of funds in accordance with the terms of the Agreement. The order is irrevocable and valid until the complete termination of the Seller's obligations under the Loan Agreement. The amounts of transfers are calculated based on the terms of the Loan Agreement and are displayed in the PA.

# PRODUCT DISPOSAL SECTION

# 1. General Terms and Conditions for the Disposal of Products

Ozon shall have the right to dispose of (including destroy) the products at the request of the Seller through the PA or (in cases stipulated by the Contract) with the suppose consent of the Seller. Ozon shall determine on its own how to dispose of the products, taking into account the requirements of the legislation. At the request of the Seller, Ozon shall provide documents confirming the disposal (destruction) of the products. In case of disposal (destruction) of the products on any grounds established by the Contract, Ozon shall not reimburse the Seller for the cost of the products.

# 2. Disposal of Products at the Request of the Seller

The Seller shall confirm that, by sending a request for the disposal of products to the PA, it instructs Ozon to dispose of the products specified in the request. The procedure and terms of disposal shall be agreed upon by the Parties separately.

If the actions for the removal of products under the terms and conditions of the Contract are not taken by the Seller within the established time frame, then from the date of expiration of such a period, the Parties shall assume that the Seller has duly expressed its consent to the disposal of the products. Ozon shall have the right to make such products unavailable for sale on the Platform and is authorized by the Seller to dispose of the products at any time without further notification to the Seller.

# 4. Disposal Cost

Disposal of the products shall be carried out only at the expense of the Seller. The cost of disposal is set in the Ozon Fees and Tariffs Section.

# REPRESENTATIONS AND WARRANTIES SECTION

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. In case of occurrence of any circumstances which can indicate their unauthenticity, invalidity or inaccuracy, the Seller should immediately advise Ozon thereof.

All documents and information provided prior to conclusion of the Contract and/or in the course of preliminary due diligence of the Seller pursuant to Ozon's internal procedures, including the procedures for verification of good business practices and verification regarding anti-money laundering (where applicable), were authentic, valid, accurate, and not misleading throughout the Contract validity.

The Seller confirms that it shall comply with the requirements (confirms that it complies with the requirements) of all applicable laws, including laws related to anti-money laundering, anti-corruption, anti-bribery, anti-illegal trade and observance of sanctions, prohibition of the use of child or forced labor, proper use of confidential information (including insider information), and it shall neither take any actions that may lead to violation of such laws nor facilitate, encourage, or induce anyone to participate in such actions.

The Seller guarantees and confirms the implementation of a sufficient and effective internal control system; measures to detect and prevent any cases of bribery and commercial subornation with the involvement and/or in relation to its employees in the process of carrying out their official duties; any cases of money laundering; any cases of violations of applicable sanctions and illegal trade; improper use of confidential information (including insider information).

The Seller shall also confirm its consent with the main provisions of the Ozon anti-corruption and ethical business policies posted on the Platform and shall follow them.

These assurances and other obligations related to compliance with the law are fully reflected in the Clause on Compliance with Anti-Corruption and Regulatory Laws, with the terms of which the Seller agrees to accept the terms of the Contract, and undertakes to follow them.

# 3. Disclosure of Information

The Seller shall have the organizational, financial, human, and other resources necessary for due performance of the Contract; 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 Contract

Prior to the Contract execution, the Seller:

(a) did not experience unequal negotiating opportunities and the coordination of other content of the terms and conditions of the Contract was not significantly hampered;

(b) had a reasonable opportunity to become familiar with the terms and conditions of the Contract and participate in the determination of its terms by providing their comments on the text of the Contract;

(c) carefully read the terms and conditions of the Contract and, based on its reasonably understood interests, accepted all the terms and conditions of the Contract on their own in its entirety without any changes.

# 5. Unburdensome Nature of Contract

Neither the entire Contract nor any of its terms:

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

(b) excludes or limits Ozon's liability for default on obligations under the Contract; and

(c) contains conditions that are clearly burdensome for the Seller.

# 6. No Risk of Liquidation or Insolvency

None of the following events occurred or is occurring on any date during the Contract validity:

(a) the Seller decides on its liquidation;

(b) the net assets of the Seller at any time during the term of the Contract are less than the minimum authorized capital required by the legislation of the Russian Federation;

(c) the Seller files for bankruptcy or becomes insolvent (bankrupt) or declares a moratorium on the satisfaction of creditors' claims or becomes unable to pay its debts;

(d) the Seller submits an application for the appointment of a bankruptcy commissioner, interim administrator, third-party administrator or trustee of the bankruptcy estate, 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 articles of association or other corporate or other internal documents of the Seller;

(b) provisions of legislative or regulatory acts of the Russian Federation;

(c) orders or decisions issued by courts, arbitral tribunals, or government agencies; in respect of the Seller, or

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

# 8. Compliance of Item with Contractual Requirements

Each product item meets all requirements of the laws of the Russian Federation 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 items posted, the quality of their images, the description of the items, 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 items and Product Description Pages for their compliance with the requirements of the laws of the Russian Federation 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 item 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 item 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 requirements of the legislation of the Russian Federation, the legitimate interests and rights of third parties (including, but not limited to, the rights to the results of intellectual activity), and are acceptable for posting on the Internet; and

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

# 11. Rights to the Results of Intellectual Activity (RIA) and Means of Individualization

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

(a) the exclusive right (or license / right to use and permit others to use it) to any of the RIA contained therein;

(b) any necessary consents to use the RIA without specifying the name of the author and/or other persons who participated in their creation, as well as to publish, make changes, abbreviations and additions thereto, provide them with illustrations, a preface, afterword, comments, or any explanations; and

(c) any necessary consents to the use of trade names and other names, trademarks, service marks, commercial designations (business names), names, images and/or other third-party protected RIA. The products sold hereunder were duly put into civil circulation on the territory of the Russian Federation, in particular without violating the rights of third parties to the results of intellectual activity and means of individualization.

If Ozon receives a request from the Copyright Holder regarding the violation of exclusive rights to the goods posted by the Seller on the Platform, Ozon asks the Seller for documents confirming his right to sell such goods, and the Seller is obliged to provide Ozon documents. Until the documents are provided, Ozon has the right to block the Seller's Card, making it unavailable for ordering by the Customer.

After receiving the documents, Ozon decides on the legality of placing the Seller's goods on the Platform for sale. If the product is legally placed, Ozon removes the blocking from the Seller's Product Card.

The Copyright Holder has the right to familiarize himself with the documents provided by the Seller in relation to the disputed goods, as well as with the list of Sellers selling goods to which the Copyright Holder has exclusive rights. At the same time, Ozon is not responsible for the transfer of data to the copyright holder.

# 13. 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, but not limited to, any claims in connection with warranty and post-warranty service of the products) and undertakes to reimburse Ozon for any documented and reasonable costs, expenses, and losses related to the consideration of such claims by Ozon;

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

(c) in connection with the violation of the rights or legitimate interests of third parties 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 copyright holder and / or exclusive distributor (hereinafter referred to as the Copyright 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 cards 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.

# 14. 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 scope of this Agreement (IP Items)). 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 Items. 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 sellers on the Platform, as well as in other circumstances. Either Party undertakes to abstain from registering the IP Items similar to the IP Items of the other Party and from using the information provided about the IP Items of the other Party, except in connection with the performance hereunder.

# 15. Assistance of the Parties

The Parties shall provide each other with reasonable assistance in protection of the IP Items (including by advising each other of all known or suspected falsifications, copying, imitation, or other violations of the rights to the IP Items)). 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 Items owned by it.

# PRIVACY AND PERSONAL DATA SECTION

# 1. Confidential Information

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

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

Confidential information within this 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, document acceptance certificates, in e-mail, orally, or by other means. The Parties shall:

  1. use Confidential Information only for the purposes hereof;
  2. transfer Confidential Information to employees on the need-to-know basis only hereunder with whom confidentiality clauses have been signed;
  3. not disclose Confidential Information to third parties without the consent of the disclosing Party (except for disclosure to their 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 years after the termination hereof Information in the general public domain shall not be considered confidential.

Ozon's Confidential Information may potentially contain insider information of Ozon Group in accordance with the securities and stock exchange laws or the stock exchange rules applicable to such insider information. The Party accepting Ozon's insider information may be subject to the specified securities legislation or the rules of the stock exchange.

# 2. Personal Data

The Parties acknowledge and guarantee compliance with the requirements of the personal data laws of the Russian Federation.

By entering into the Contract, the Seller shall confirm obtaining the consent of its representatives and employees to the processing of their personal data by Ozon, including the transfer to companies with which Ozon has concluded an agreement to provide onboarding and support services to the Seller on operational and technical issues of working on the Platform, as well as to partner companies conducting surveys and other marketing research in order to obtain assessments and control the quality of the Platform.

# 3. Personal Data of the Customers

In cases where the Seller receives personal data of the Customer from Ozon and/or transfers such data to third parties to organize the delivery of products to Customers, the Seller shall comply with and oblige such third parties to comply with the rules and principles of processing personal data of Customers provided for by Federal Law No. 152-FZ dated July 27, 2006 "On Personal Data," as well as to ensure the confidentiality and security of personal data of Customers during their processing, in particular:

(a) destroy the Customer's personal data when the purpose of processing has been achieved, or when Ozon informs that there are no grounds for processing it, and also, upon Ozon's request, provide proof of destruction within five (5) business days;

(b) at the request of Ozon, within ten (10) calendar days, provide information about the activities of third parties for the processing of personal data of Customers, necessary for its control;

(c) immediately (within 24 hours) notify Ozon of the discovery of a leak of personal data, as well as detailed information about it, at pdn@ozon.ru.

# 4. Liability for Violations in the Field of Personal Data

The Seller shall be responsible for any possible claims that may arise in connection with the violation of the legislation of the Russian Federation on personal data, arising from the use of personal data of Customers for purposes other than specified in the Contract, through the fault of the Seller, and reimburse Ozon for the amount of damage caused by the fault of the Seller in full within five (5) business days from the date of claim receipt.

# Appendix 1 PROCEDURE FOR THE PROVISION OF SERVICES IN CASE OF SALE FROM THE OZON WAREHOUSE

# 1. SUBJECT AND COST OF SERVICES

# 1.1. FBO Service

In addition to the obligations set out herein, Ozon shall provide the Seller with the FBO Service, which includes the following services:

(a) order packaging: batching, packaging of products into orders and their sorting at the Warehouse;

(b) pipeline: delivery of the order from the Dispatch Cluster to the Destination Cluster;

(c) last mile: delivery of the order in the Destination Cluster to the Customer by one of the Transfer Methods;

(d) processing of return, non-purchase, cancellation: acceptance of the returned product, its delivery to the nearest Ozon warehouse and, if necessary, checking the condition of the product;

(e) placement: placement of the Seller's products in the Warehouse.

The moment of rendering the services shall be as follows:

(a) order packaging: delivery of the products to the Customer or receipt of the returned products to the Warehouse in case of Non-Purchase, Cancellation;

(b) pipeline: delivery of the products to the Customer or receipt of the returned products to the Warehouse in case of Non- Purchase, Cancellation;

(c) last mile: delivery of products to the Customer;

(d) processing of return, non-purchase, cancellation: receipt of the returned products to the Warehouse;

(e) placement: the calculation takes into account, among other things, the products awaiting removal by the Seller.

# 1.2. Other Services

Ozon shall have the right, at the request of the Seller, to provide it with other services and/or works (hereinafter referred to as "services"), including, but not limited to:

(a) services for processing products, defects or Surpluses for return to the Seller;

(b) services for the placement of surpluses or defects;

(c) work on the disposal of the Seller's products;

(d) services for the transportation of products from the transit Warehouse or Sorting center to the terminal Warehouse or Distribution center;

(e) services for the transportation of products from the Distribution Center to the terminal Warehouse;

(f) as well as other services in accordance with the procedure additionally agreed upon by the Parties.

# 1.3. Amount of Remuneration

In addition to the Fee established by the Contract, the Seller shall pay Ozon's remuneration for the services provided under this Annex in the amount set out in the OZON Fees and Tariffs Section.

# 1.4. Special Conditions of Delivery

The conditions of sections 2 and 3 of the Appendix apply to the supply of all products, except for: those carried out to the Tver_hub warehouse; oversized products to the Warehouse Khorugvino_NEGABARIT; to the Distribution Center based on the Supply Recommendation; within the Auction; jewelry, products subject to mandatory labeling in accordance with the requirements of the legislation of the Russian Federation (hereinafter - Special Conditions of Delivery).

# 2. SUPPLY REQUEST AND TRANSFER OF PRODUCTS

# 2.1. Creating and Approving a Request

The Supply Request shall be created by the Seller no later than sixteen (16) hours before the planned time of delivery of the products to the Warehouse. The Seller must specify the below (otherwise Ozon does not accept the Request for processing):

(a) the name of the products and their quantity within the limits of the maximum scope established by Ozon in the PA, as well as their Declared Value. The seller is obliged, if available, to indicate the registration number of the declaration for the goods (except for Special Conditions of Delivery);

(b) a list of Warehouses and a time interval from among the available ones, to which the Seller plans to transfer the products.

Ozon shall notify the Seller of the Request approval and have the right to dismiss it without explaining any reasons. Ozon shall have the right to restrict the Seller's ability to create a Request for Supply if the Seller has not picked up the products to be removed within the time intervals set by the Contract.

# 2.2. Features of Creating and Approving a Request based on the Supply Recommendation

Ozon places information in the PA about the recommended need to deliver products based on sales statistics. The number of products in the recommended delivery is a multiple of the Quantum. If the Seller decides to use the recommendation, he has the right in the PA:

(a) to increase or decrease the number of products in the delivery by a multiple of the Quantum within the limits set in the PA;

(b) select a Distribution center or Sorting center for delivery from among the available;

(c) select a time interval for delivery from among the available ones.

The Seller confirms the delivery with the "Deliver" button, after which Ozon creates a Delivery Request in the Seller's PA.

# 2.3. Features of Creating and Approving a Request in the order of the Auction

Ozon shall have the right to place an Offer to participate in the auction in the Seller's Personal Account, and the Seller has the right to accept such an offer, indicating the price at which he is ready to sell the products. Ozon indicates in the Offer the products from the Seller's assortment and its recommended sale price, the quantity of the goods, the time of transfer of the goods, the address of the transfer of the products, as well as the Auction period during which the Seller can accept the offer to participate. The Seller's compliance with the Recommended price is not a prerequisite for participation in the auction, the Seller has the right to set the price of the products at its discretion.

The auction took place if at least one Seller accepted the offer to participate in it. Ozon selects the Winner of the auction after the expiration of the auction period and reports the results to the participants in their Personal Accounts. The winner of the auction is the Seller who offered the best (lowest) price of the products.

Ozon shall have the right to prevent the Seller from participating in subsequent Auctions and / or make a choice in favor of other Sellers in the event of:

(a) non-delivery of the products in full range, volume or in violation of the terms agreed in the Offer to participate in the auction;

(b) an increase in the selling price of the products, which the Seller indicated when accepting the offer to participate in the Auction, until the sale of the entire volume of delivery of the goods within the framework of the Auction;

(c) return of the products on the Seller's initiative before the end of predicted period of sale of the products;

(d) if there are other violations of the requirements of the Contract.

The winner of the auction confirms its readiness in the Personal Account and undertakes to transfer the  products in the amount and within the time specified in the Offer for participation in the auction. Ozon creates in the Seller's Personal Account a Supply Request in the amount specified in the Offer for participation in the auction. Partial fulfillment of obligations for the delivery of products is not allowed.

# 2.4. Loading UTD-2

Prior to the transfer of the products from Special Conditions of Delivery, the Seller shall upload UTD-2 to the PA using the EDC. The data in UTD-2 on the range and quantity of products can only be changed downwards compared to the data in the agreed Request. In other cases, the Seller does not upload the UTD-2.

# 2.5. Compliance with the Regulations

The Seller shall transfer to Ozon the products that meet the requirements of the Regulations of the Partner for the Supply of Products to the Ozon Fulfillment Centers Section, complying with the quantity and assortment requirements specified in Request, within the agreed time interval.

# 2.6. Delivery of Products to the Warehouse, Sorting center, Distribution center

The Seller shall deliver the products to the destination agreed in the Request on its own and at its own expense and provide the following data via the PA no later than 3 hours before the agreed time of delivery of the products:

(a) driver's full name,

(b) vehicle number plate,

(c) the make of the vehicle.

If this information is not provided, Ozon shall have the right not to accept the product.

The driver shall present Ozon with a waybill in triplicate, indicating the number of package units.

The Seller may send a request to Ozon for services to transport the products from the transit Warehouse or Sorting Center to the terminal Warehouse or Distribution Center. The Seller shall, on its own and at its own expense, deliver the products to the transit Warehouse or Sorting Center for temporary placement and Ozon shall, on its own and at the Seller's expense, transport the products to the terminal Warehouse for piece-by-piece acceptance, or to the Distribution Center for Quantum acceptance. The cost of services is set in the OZON Fees and Tariffs Section. Ozon shall not be responsible for damage to the products during transportation caused by improper packaging of the products, as well as for other damage not related to transportation.

# 2.7. Refusal to Accept Delivery

Ozon shall have the right to refuse to accept delivery and the Seller shall be responsible for any negative consequences of such refusal if:

(a) the driver of the vehicle has not provided the necessary documents;

(b) the Seller's vehicle arrived at the Warehouse with a violation of the time interval;

(c) the Seller has ready-to-issue returns that are stored at the warehouse for more than seven (7) days;

(d) the product subject to mandatory labeling is not labeled with an identification code, an incorrect information code is applied, or the product is not registered in the information monitoring system;

(e) in other cases provided for in the Contract and in the Regulations of the Partner for the Supply of Products to the Ozon Fulfillment Centers Section.

# 3. ACCEPTANCE OF PRODUCTS

# 3.1. Procedure and Terms of Acceptance

# 3.1.1. Acceptance at the Warehouse, Sorting Center or Distribution Center for packages.

Ozon accepts the products in terms of the number of package units according to the supporting documents with the signing of the waybills.

# 3.1.2. Acceptance at the Distribution Center

Acceptance of delivery on the basis of the Recommendation at the Distribution Center is carried out by Quants within 2 (two) to 5 (five) business days. The Seller instructs Ozon to determine the need for the products in the Warehouses on its own and, if necessary, without additional agreement with the Seller, transport the required amount of Quantums from the Distribution Center to the Warehouse, where Ozon performs the Piece-by-Piece Acceptance.

# 3.1.3. Acceptance at the Warehouse

The term for Acceptance of products at the Warehouse by the number of commodity units in each package is from 2 (two) to 5 (five) working days. In the case of transportation of products from a transit Warehouse or Sorting Center at the final Warehouse, the term shall be extended by the delivery period specified in the OZON Fees and Tariffs Section.

# 3.1.4. The procedure for checking the quality of the products (selective or continuous inspection of the products) shall be determined by Ozon on its own.

# 3.2. Volume and Weight Characteristics

At the time of acceptance of products, the Warehouse employee shall check the compliance of the category and volume and weight characteristics of the products specified by the Seller in the Product Description Page. If a nonconformity is detected, Ozon shall have the right, at its own discretion:

(a) not to accept such products in the Warehouse;

(b) if other warehouse requirements are met, to accept the products with a change in the data on the category or volume- weight characteristics. At the same time, the Seller shall agree to a possible change in the cost of Ozon services based on the actual data about the product.

# 3.3. Results of Piece-by-Piece Acceptance or Acceptance by Quantum

3.3.1. Upon completion of the piece-by-piece delivery acceptance, Ozon shall place the following acceptance documents in the Seller's Personal Account:

(a) Act of acceptance of products;

(b) Act of marriage;

(c) Unidentified Surplus Act.

The seller, within 5 (five) working days after sending the acceptance documents to the PA, is obliged to:

(a) in the absence of disagreements, confirm the documents in the PA; or

(b) if there are disagreements, send Ozon a reasoned protocol of disagreements in the form established by Ozon. After receiving the protocol of disagreements, Ozon makes the accepted edits and sends the changed documents to the Seller, and the Seller is obliged to accept them.

If the Seller has not accepted the acceptance documents within the prescribed period, the documents posted in the PA are considered:

(a) duly agreed by the Parties, (in this case, the date of approval of the document will be the last day of the period provided for feedback from the Seller); and

(b) a proper confirmation of the Seller's approval of the data on the accepted goods.

The Parties recognize that the submission of acceptance documents to the PA is a necessary and sufficient confirmation of:

(a) the proper performance of Ozon's obligation to send acceptance documents;

(b) the reliability of the data on the accepted goods in the absence of disagreements on the part of the Seller, sent in accordance with the procedure provided for in the Contract.

The Parties recognize the data of the Ozon accounting systems displayed in the PA as the primary reliable source of information about the accepted products.

After the Parties agree on the acceptance documents, Ozon draws up on their basis and places in the Seller's PA a template UTD-2 with data on the results of acceptance, which the Seller has the right to send to Ozon according to the EDC, and Ozon is obliged to sign it only if it fully complies with the data posted in the PA.

3.3.2. Upon completion of Piece-by-Piece Acceptance of the delivery with special conditions or acceptance according to Quantums, the Parties, based on the results, sign the UTD- using EDC. When accepting according to Quantums, the Parties acknowledge that the quantity of the accepted products is determined by the formula: the number of packages multiplied by the quantity of products in the Quantum of delivery. If, during the acceptance, the quality, quantity, completeness, labeling, packaging, shelf life (service life) of the received products is found to be inconsistent with the terms of the Contract or the data specified in the labeling and supporting documents, within five (5) calendar days from the date of completion of the Acceptance of the products, Ozon shall send the Seller to the PA or through the EDC a Report on the established discrepancy in quantity and quality during the acceptance of inventory items (TORG-2). The Seller must, within five (5) business days from the date of receipt of the Notification, sign the Report TORG-2 or submit its reasoned objections in the form established by Ozon, otherwise the Report TORG-2 is considered to be agreed by the Parties.

Upon completion of the piece-by-piece acceptance of the products, both on the basis of the Delivery Request and on the basis of the Recommendation, the PA will display information about the name and quantity of the accepted products.

# 3.4. Surplus and defective products

Ozon accepts an identified Surplus during Piece-by-Piece Acceptance, and an unidentified Surplus is not accepted. The parties agreed that the Declared value of the identified Surplus of products not specified in the Delivery Application is determined as the price of the products in the Seller's PA at the time of acceptance of the first copy of such products in delivery. The parties agreed that the Declared value of the unidentified Surplus is 800 rubles per piece, excluding VAT.

When delivered with special conditions, the identified and unidentified Surplus is not accepted.

Ozon shall send a Notification to the Seller about the amount of Surplus and/or defective products detected and the need to remove it.

When returning the Surplus and/or defective products, Ozon provides the Seller with services (except for Delivery with special conditions), which are paid separately at the cost specified in the OZON Fees and Tariffs Section:

(a) processing and placement of Surplus;

(b) processing and placement of defects.

The fee for the processing service is charged after the acceptance is completed.

Remuneration for the placement service is accrued from the moment of completion of acceptance for delivery until the moment of export or disposal of the products.

# 3.5. Availability of the Product for Sale

From the moment of piece-by-piece acceptance of the product, it shall become available for sale on the Website. If a product that is available for sale is sent for removal, it ceases to be available for sale when the product is removed from the warehouse shelf in order to prepare it for return.

# 3.6. Return of Product

The procedure for returning products from the Warehouse to the Seller is set in the Return of Products Section.

# 4. PROCESSING CUSTOMER RETURNS

# 4.1. Conditions for Processing Returns

The Seller shall instruct Ozon to determine the conditions for accepting the return of products from Customers that do not deteriorate the customer's position in comparison with the requirements of the legislation of the Russian Federation, including determining the time period for the return of products of proper quality, the quality of the products returned by the Customer and the possibility of further sale or return to the Seller in accordance with the Return of Products Section.

# 4.2. Deadline for Returning to the Warehouse

Ozon shall return the products returned by the Customer to the Warehouse no later than in sixty (60) calendar days from the date of acceptance from the Customer or the expiration of the storage period for delivery to the Customer.

# 4.3. Decision on Returnable Products

The Warehouse specialist shall assign the product to one of the following categories with the display of information in the PA:

(a) good quality products to be placed in a Warehouse;

(b) a product of improper quality that is subject to return.

# 5. LIABILITY OF THE PARTIES

# 5.1. Limits of Ozon's Liability

During the term of the Contract, Ozon shall be responsible for the loss of or damage to the Seller's products in its possession, which occurred due to the fault of Ozon, except for the case when this occurred before the transfer of the products to the Warehouse and could not be detected by Ozon before the start of piece-by-piece acceptance, including if the products are missing in the package unit with undamaged packaging. The product is not considered lost if it is actually in Ozon's possession with a violation of the terms of its transfer to the Seller.

# 5.2. Determination of the Amount of Compensation

In case of grounds, Ozon will reimburse the Seller for the cost of the lost/damaged products, taking into account the following:

(a) the Parties have agreed that the amount of compensation is determined by the formula:

[Amount of compensation] = [Actual value of the product] – [Fee];

(b) the Parties have agreed that the Actual value is determined on the basis of a comparison of the lowest price of the products in the PA and the Declared value, with the amount of compensation calculated at the lower cost;

(c) Ozon shall have the right to request from the Seller documentary proof of the Actual value of the products (invoices with information about the price at which the Seller purchased the products, or documents containing information about the costs of production of the products by the Seller) and the Seller is obliged to provide them within five (5) business days. In case of non-compliance, the amount of compensation shall be determined according to the documents provided by the Seller.

In case the Seller makes claims to the quality of the returned products in accordance with clause 2.5 of the Product Return Section, the amount of compensation calculated according to the Formula can be made in full or in part in accordance with the terms of the Section "Regulations of the partner for the supply of products to Ozon fulfillment centers".

The Parties acknowledge that the presence of the Ozon sticker on the product does not constitute damage to it.

# 5.3. Terms of Compensation

Ozon shall reimburse the Seller for the cost of lost/missing/damaged products no later than the date on which the funds are transferred for the Reporting Period in which Ozon made a positive decision on the Seller's claim.

# 5.4. Vehicle Downtime

Ozon shall not be responsible for the downtime of the Seller's vehicles that arrived in violation of the time interval agreed in the Requests.

# 5.5. Sale of Products Recognized as Lost

In the event that Ozon discovers a product for which it has previously paid compensation to the Seller for its loss or shortage, the Seller acknowledges the right of Ozon to sell such products on its own behalf at its sole discretion.

# 5.6. Liability for Violation of Labeling Requirements

If Ozon and/or Ozon officials are held liable for violating the requirements of the current legislation of the Russian Federation on the turnover of products subject to mandatory identification labeling, the Seller shall compensate Ozon for documented losses in the amount of penalties imposed on Ozon and/or Ozon officials (sanctions, fines, etc.), as well as other documented expenses incurred in connection with this, if the subject of the offense is the products transferred by the Seller in violation of the requirements established by the Contract. Violations of the requirements to the marked goods include (without limitation):

  • FEACN and/or OKPD2 codes are missing, fully or partially, on the delivered Goods;
  • the product subject to mandatory labeling is not registered in the information monitoring system;
  • there is no mandatory labeling on the product or incomplete, unreliable information is indicated;
  • delivery of labeled products which, according to the information monitoring system data, do not belong to the Seller;
  • the delivery of labeled products with a status in the information monitoring system that does not allow the transfer of ownership of the products in this system;
  • full or partial unreadability of the labeling codes with the Ozon equipment;
  • negative response about the successful processing of the entered information about the operation in the information monitoring system;
  • complete and/or partial absence of information on identification codes for the labeled products in the electronic UTD;
  • delivery of products in aggregated shipping packages.

# Appendix 2 PROCEDURE FOR THE PROVISION OF SERVICES IN CASE OF SALE FROM THE SELLER WAREHOUSE

# 1. SUBJECT AND COST OF SERVICES

# 1.1. Service Packages

Ozon performs its obligations under the Contract when selling products from the Seller's warehouse in two options at the Seller's choice:

(a) Basic package;

(b) Extended package.

# 1.2. Basic Package

Ozon shall perform its obligations to make transactions for the sale of the Seller's products, taking into account the provisions of the Basic Package Section, and the Seller shall deliver the products to the Customer on its own or with the involvement of third parties (Delivery Service).

# 1.3. Extended Package

Ozon shall perform its obligations to make transactions for the sale of the Seller's products, as well as provide services to the Seller (collectively, the FBS Service)) in accordance with the procedure established in the Extended Package Section:

(a) shipment processing: receiving and sorting the shipment in the Dispatch Cluster;

(b) pipeline: delivery of the order from the Dispatch Cluster to the Destination Cluster;

(c) last mile: delivery of the order from the Destination Cluster to the Customer by one of the Transfer Methods;

(d) return pipeline: acceptance of the returned shipment or product from the Customer and its delivery to the Dispatch cluster;

(e) processing of return, non-purchase, cancellation: checking the condition of the products or shipment and preparing it for transfer to the Seller;

(f) other services under the Extended Package Section.

# 1.4. Cost of Services

The cost of services included in the Basic and Extended package is set in the OZON Fees and Tariffs Section.

# 2. RECEIVING AND PROCESSING THE CUSTOMER'S ORDER

# 2.1. Information About Products Available for Sale

The Seller shall indicate in the PA in real time the actual quantity of each of the products that it is ready to sell to Customers from each of the Seller's Warehouses, or transfer to Ozon for sale to Customers. Such products are available on the Website for ordering.

# 2.2. Working Hours of the Seller and Its Warehouses

The Seller shall set the Working Hours of the Warehouses in the PA according to the parameters specified in the PA. Ozon shall have the right to set the minimum number of business days and the maximum time for the order packaging in the PA. The selected Working Hours should ensure that the transfer of shipments can be carried out within the established time frame.

# 2.3. Information About Orders

When placing an order, information about the composition, quantity of products and their price is displayed in the Seller's PA.

# 2.4. Confirmation of Shipment Preparedness

The Seller shall confirm that the shipment is ready for transfer before the Cut-off. If the Seller has failed to do so within the time specified, Ozon may cancel the Customer's order.

# 2.5. Processing of Orders by the Seller

The Seller shall, on its own and at its own expense, form shipments from the products in the order for their transfer to the Delivery Service or to Ozon. The Seller shall pack the products in such a way as to ensure their safety during delivery and a neat appearance, and when transferring shipments to Ozon, it is obliged to comply with the requirements of the Regulations of the Partner that Sells from Its Warehouse Section.

# 2.6. Transfer of Labeling Codes

If the products are subject to mandatory labeling, the Seller shall send Ozon the labeling code of such products for placement in the cash receipt before the delivery of the shipments. Ozon is not a participant in the turnover of products in the information monitoring system and does not perform any actions with the labeling codes received from the Seller, except for placement in the cash receipt. If the Seller has not provided the labeling code, Ozon shall have the right to refuse to accept the shipment and cancel the order.

# 3. LIABILITY OF THE PARTIES

# 3.1. Limitation of Ozon's Liability to the Seller

Ozon shall not be responsible to the Seller in cases where:

(a) the non-performance or improper performance of Ozon's obligations under the Appendix occurred through the fault of the Seller, the Delivery Service, or the Customer;

as part of an Extended Service Package:

(b) the loss, damage or non-delivery of the shipment or the products included in it occurred as a result of force majeure, defects in the packaging or properties of the products;

(c) the loss or damage of the products included in the shipment could not be detected by Ozon, provided that the outer packaging was intact at the time of acceptance. The Parties shall acknowledge that if, when delivering a shipment with intact packaging, the Customer declares that the products are missing or of poor quality, this shall serve as a proof that Ozon is not at fault for the loss or damage to such products;

(e) the shipment or the products included in it are detained, seized in accordance with the procedure established by the legislation of the Russian Federation.

# 3.2. Limitation of Ozon's Liability to the Customer

Ozon shall not be responsible to the Customer for possible non-compliance of the list of products actually delivered to it by Ozon or the Delivery Service with the Customer's order.

# 3.3. Vehicle Downtime

Ozon shall not be responsible for the downtime of the Seller's vehicles that arrived for the Transfer of shipments to Ozon in violation of the agreed time interval.

# 3.4. Limits of Ozon's Liability for Shipments and Products

If, in the course of performing the obligations, the Seller's shipments or products are in the possession of Ozon, it shall be liable to the Seller for their loss or damage if they occurred due to the fault of Ozon during the period from the moment of receipt of the shipments by Ozon until the time of delivery of the shipments to Customers or until the time of return of the shipments to the Seller.

# 3.5. Determining the Amount of Compensation for a Shipment or Product

In the event of damage or loss of the shipment or products, Ozon, if at fault, shall be liable in the amount of the Declared value less the Fee, in full or in part, based on the nature of the damage to the shipment in accordance with the terms of the Regulations of the Partner that Sells from Its Warehouse Section.

# 3.6. Terms of Compensation

Ozon shall reimburse the Seller for the cost of lost/missing/damaged products no later than the date on which the funds are transferred for the month in which Ozon made a positive decision on the Seller's claim under the Contract based on the results of the coordination of reporting documents.

# 3.7. Consequences of the Seller's Breach of Obligations

Should the Seller violate its obligations under the Contract, Ozon shall have the right to suspend the placement of one or more of the Seller's products on the Website until the violation is eliminated or until the circumstances of the violation are clarified. In case of repeated breach of obligations by the Seller (two or more times), Ozon shall have the right to unilaterally refuse to provide services in respect of the Seller's products for which a violation occurred. The Parties shall acknowledge that these actions of Ozon do not constitute a violation of Ozon's obligations under the Contract.

# 3.8. Violations of Obligations by the Seller

Violations of obligations by the Seller shall include, but are not limited to:

(a) non-compliance of the products transferred by the Seller with the characteristics stated in the Product Description Page;

(b) non-compliance of the remaining shelf life of the products with the requirements of the Contract;

(c) failure to confirm that the order is ready for delivery within the specified time period;

(d) providing false information about delivery dates, delivery geography, working hours of the Seller's Warehouses, track numbers of orders, and other mandatory information;

(e) actions/omissions of the Seller, as a result of which Ozon cancels the Customer's order;

(f) the use and dissemination of the personal data of Customers received from Ozon for purposes other than for the performance of contractual obligations;

(g) advertising investments in orders for the purpose of promoting own brand and/or website;

(h) other cases of violation of the Seller's obligations under the Contract.

# BASIC PACKAGE SECTION

# 1. DELIVERY BY THE SELLER

# 1.1. Delivery Costs

The cost of delivery shall be determined in the PA depending on the delivery method and the product category (Bulky products or non-Bulky products). The cost of delivery is set in the Ozon Fees and Tariffs Section. Ozon shall notify the Seller of changes in the delivery cost seven (7) calendar days in advance. The delivery cost is not included in the product price.

# 1.2. Payment for Delivery

Ozon shall accept payment of the delivery cost from the Customer and transfer it to the Seller together with the money received for the products, in accordance with the procedure provided for in the Contract. In this case, the cost of delivery charged from the Customer may be higher than the cost of delivery transferred to the Seller. Ozon shall have the right to retain the received additional benefit in full. Ozon's remuneration for the transfer of the delivery cost is included in the Fee.

# 1.3. Discounts on Delivery

Ozon shall have the right to provide Customers with discounts on delivery at its own expense.

# 1.4. Report

Ozon shall send the Seller a Report on the transfer of funds for delivery and the Seller shall approve it in accordance with the procedure and terms provided for in the REMUNERATION, ACCOUNTING DOCUMENTS, AND PAYMENT Section of the Contract.

# 2. DELIVERY SERVICE

# 2.1. Choosing a Delivery Service

The Seller shall choose a Delivery Service in the PA from among the available ones or specify its own Delivery Service. Ozon shall have the right to request from the Seller a documentary confirmation of the conclusion of the contract with the Delivery Service.

# 2.2. Delivery Parameters

The Seller shall select the Delivery Service in the PA from among the available ones (the parameters are set automatically) or specify its own delivery parameters (delivery method, delivery geography, etc.). Ozon shall transmit the corresponding parameters to the Customer.

# 2.3. Updating Information About the Delivery Service

The Seller shall make changes to the Delivery Service or delivery parameters in the PA no later than in three (3) business days.

# 2.4. Delivery Service Level

The Seller is obliged to ensure the level of quality of Customer Service during Delivery in accordance with the Customs of business turnover, including Delivery with a lift to the floor to the Customer's door with the entry into the premises.

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

# 3.1. Deadlines for the Transfer of Orders

The Seller shall transfer the orders to the Delivery Service so that the order is delivered to the Customer within the time periods specified in the Seller's PA.

# 3.2. Notification of the Transfer of the Order to the Delivery Service

The Seller shall promptly provide Ozon with information about the transfer of the order to the Delivery Service, including the track number (if available).

# 3.3. Violation of the Terms of Transfer and Delivery

If the Seller does not deliver the order within the established time frame, does not send Ozon information about the transfer of the order to the Delivery Service in a timely manner, or does not ensure compliance with the delivery time of the order to the Customer, Ozon shall have the right to cancel the order, as well as to reduce the quality of the Seller's service.

# 3.4. Seller's Responsibility for the Information

The Seller shall be solely responsible for the accuracy of the information provided about the Delivery Service, delivery parameters, and order statuses. If the Seller has provided false information, it shall assume the risks of any negative consequences.

# 4. TRANSFER OF ORDER DELIVERY STATUSES

# 4.1. Order Delivery Statuses

The Seller must promptly (immediately after the occurrence of the relevant event) inform Ozon of the delivery status of the order in one of the following ways:

(a) By transferring the track numbers of orders if the Delivery Service has integration with Ozon, as indicated in the PA;

(b) By specifying the order delivery statuses in the PA.

# 4.2. Validity of Statuses

The Seller shall be fully responsible for the accuracy of the information about the delivery status of the order. If the Seller has provided Ozon with the track number of the Delivery Service with which Ozon is integrated according to the information in the PA, the Parties shall acknowledge that reliable information about the delivery status of the order is the information received by the track number from the Delivery Service. Under no circumstances shall Ozon be liable for any negative consequences if the Customer receives false information about the order status from the Seller or the Delivery Service.

# 5. PROCESSING CUSTOMER RETURNS

# 5.1. Conditions for Processing Returns

The Seller shall return, exchange, and replace the products on the basis of the Terms of Product Sale for individuals in OZON.ru, taking into account the specifics established by the Contract.

# 5.2. Easy Return

The Seller shall instruct Ozon to organize the acceptance of returns of products through the Russian Post, which includes:

(a) receiving the products from the Customer;

(b) delivery of the accepted products to the address of the Russian Post office specified by the Seller in the PA.

At the time of acceptance, the assessment of the condition of the products shall not be carried out. The delivery time of the products depends on the address of the Russian Post office specified by the Seller in the PA. The parameters of the products that can be returned via the Russian Post are specified in the PA. The cost of services for organizing the acceptance of returns is included in the Fee amount.

# 5.3. Return by the Seller

If the parameters of the Seller's products are not suitable for Easy returns, the Seller shall independently arrange for receiving returns from Customers.

# 5.4. Terms of Making a Decision on the Return

The Seller shall make a decision to satisfy the Customer's request or to refuse to satisfy it within five (5) calendar days from the date of receipt of the return from the Customer.

# 5.5. Refund of the Money Paid by the Customer for the Products and Delivery

The Seller shall inform Ozon of its decision on the refund, after which Ozon shall refund the money paid for the product to the Customer. Settlements between the Parties shall be made in accordance with the general procedure provided for in the Contract. If the Customer returns the products with defects, in case of cross-picking or shortage, the Seller shall return to Ozon the previously received delivery cost, as well as transfer the costs incurred by the Customer to return the products to the Seller (if any), and Ozon shall transfer these funds to the Customer.

# 5.6. Request for Return

If the Customer makes a request for the return of the products, the Seller shall consider such a request and within three (3) calendar days make one of the following decisions:

(a) agree on the transfer of the products by the Customer for return;

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

(c) partially compensate the cost of the products to the Customer;

(d) reasonably refuse to approve the return of the products.

The Seller shall have the right to offer the Customer additional ways to settle the return request from among those available in its PA.

The Customer and the Seller shall have the right to involve Ozon in the proceedings on the request and Ozon's decision is recognized as binding on the parties (provided that it meets the requirements of the legislation on consumer rights protection).

# 5.7. Partial compensation service

At the request of the Seller, Ozon provides a service for calculating a partial compensation for the cost of the products to the Customer. In his request, the Seller informs Ozon of the amount of the partial compensation, and Ozon transfers it to the Customer within 1 (one) business day. The cost of the service is equal to the amount of the partial compensation. The client who has received compensation has the right to return the products for other reasons. In this case, Ozon returns the paid amount to the Seller for partial compensation.

# ADVANCED PACKAGE SECTION

# 1. OZON SERVICES

# 1.1. Time of Service Provision

(a) shipment processing: full or partial delivery of the products from the shipment to the Customer or the moment of performance of Ozon's obligation to return in case of cancellation or complete non-purchase;

(b) pipeline: delivery of the products to the Customer or receipt of the products in the Cluster at the time of performance of the obligation of Ozon to return in case of non-purchase or cancellation;

(c) last mile: delivery of products to the Customer;

(d) return pipeline: return of the products to the Seller;

(e) processing cancellations and returns: returning the product to the Seller.

The obligation to return the products to the Seller shall be recognized as fulfilled:

  • in the case of the "Pick-up" method of receiving shipments, from the date of transfer of returns to the Seller;
  • in the case of the "Drop-off" method, from the date of Notification of the need to pick up the returns, indicating the address of the Sorting Center or OPP, as well as the available intervals for the removal of products, the terms of removal and disposal.

# 1.2. Other Services

Ozon shall have the right, within the Extended Package, provide the Seller with other services and/or works (hereinafter referred to as services), including, but not limited to:

(a) a service for collecting shipments from the Seller at their request when choosing the "Pick-up" method for receiving shipments;

(b) a service for processing shipments sent by the Seller in violation of the established deadlines;

(c) the service of placing the Seller's products in the Ozon Warehouse in the event of their non-removal by the Seller within the established time frame;

(d) work on the disposal of the Seller's products;

(e) as well as other services or works in accordance with the procedure additionally agreed upon by the Parties.

# 1.3. Bulky Products

Ozon shall not provide Extended Package services for products that exceed the size or weight of the Bulky products. If the Seller's products are the Bulky products, Ozon shall provide the Seller with services under this Appendix in accordance with the terms and conditions of the Regulations of the Partner that Sells from Its Warehouse.

# 2. TRANSFER OF SHIPMENTS FROM THE SELLER TO OZON

# 2.1. Information About the Number of Shipments in the Order

After receiving the order but before confirming the readiness of the shipments for transfer to Ozon, the Seller must provide information about the number of shipments included in the order.

# 2.2. Methods for Sending and Returning Shipments

The transfer of shipments from the Seller to Ozon can be carried out at the Seller's choice in the PA:

(a) Using the "Pick-up" method of receiving shipments, Ozon takes the shipments and returns them to the Seller's warehouse;

(b) Using the "Drop-off" method of receiving shipments, Ozon accepts shipments at the Sorting Center or at the OPP and the Seller picks up the returns from the Sorting Center or at the OPP on its own and at its own expense.

The selected method will be applied to all shipments.

# 2.3. Information for Sending Shipments

For the "Pick-up" method of receiving shipments, the Seller shall specify the address of their warehouse.

For the "Drop-off" method of receiving shipments, the Seller shall select the address of the receiving point from among the available OPP or Sorting Centers. If the Seller has not delivered any shipments to the selected pick-up point within thirty (30) calendar days, as well as in other cases when the Seller's service at the selected pick-up point is not possible, Ozon shall have the right, with prior notification to the Seller, to stop receiving shipments at the selected pick-up point and offer the Seller to choose another one from among the available ones.

# 2.4. Terms of Shipment Delivery:

2.4.1. If the Cut-off for orders is set on the current day, the Seller shall transfer the shipments included in them to Ozon on the same day.

2.4.2. The Seller shall transfer the shipments to Ozon by the deadlines set for each of the transfer methods in the Seller's PA. In case of violation of the delivery terms through the fault of the Seller, Ozon shall have the right to refuse to accept shipments at a later date.

# 2.5. Execution of Supporting Documents

The Seller shall hand over the shipments to Ozon with the supporting documents printed from the PA that are relevant at the time of transfer (taking into account possible cancellations): the shipments acceptance certificate, waybill, or other transfer document of the carrier, and a label with a barcode for labeling the shipment or cargo package.

# 2.6. Procedure for Shipment Delivery

The Seller shall deliver shipments strictly in accordance with the list in the supporting documents. In the event of non-compliance, the Seller shall assume the risk of any negative consequences and compensate Ozon for the documented losses incurred when returning the wrongly transferred shipment. If, after the delivery of the shipment to the Customer, the declared products are found to be missing or a cross-picking is identified, Ozon and the Seller shall make settlements similar to the case of the return of the products in accordance with the terms of the Contract.

Ozon shall accept shipments based on the number of package units. In the event of a discrepancy in the number of package units, the Seller shall be responsible for the compliance of the items with the list in the supporting documents.

# 2.7. Trust Acceptance

The need to transfer shipments by trust acceptance is indicated in the PA.

The Seller shall indicate the number of shipments in the PA before transferring the items.

# 2.8. Sending Shipments by the "Pick up" Method

If the volume of the Seller's orders for each day is more than 10 cubic meters and/or the weight of the Seller's orders for each day is more than 1 ton for seven (7) consecutive days, Ozon has the right to notify the Seller of the need to agree on such services on individual terms. If, within seven (7) calendar days from the date of Notification, the Parties do not agree on the terms of service, Ozon shall have the right to refuse to accept shipments by the "Pick up" method within the scope specified in this clause. At the same time, the Seller shall not lose the right to transfer their shipments by "Drop- off" method. Other features of the transfer of shipments by the "Pick up" method are described in the Regulations of the Partner that Sells from Its Warehouse Section.

# 3. ACCEPTANCE OF SHIPMENTS AT THE SORTING CENTER

# 3.1. Acceptance of Shipments by Ozon

At the Sorting Center, Ozon shall accept shipments piece-by-piece without opening them for compliance with the labeling and volume and weight characteristics declared by the Seller in the PA, as well as for compliance with the conditions of the Regulations of the Partner that Sells from Its Warehouse Section.

# 3.2. Checking the Volume and Weight Characteristics of Shipments

At the time of acceptance of shipments, Ozon shall check compliance of:

  • weight characteristics with those declared in shipments of products,
  • volume characteristics with the conditions of the Regulations of the Partner that Sells from Its Warehouse Section.

If Ozon has identified inconsistencies, it has the right at its discretion:

(a) not to accept such shipment and send it for return to the Seller;

(b) if other packaging requirements are met, accept the shipment and change the data on the volume and weight characteristics. The Seller agrees to a possible change in the cost of Ozon services based on the actual data about the shipment.

# 3.3. Shipment Statuses

Upon completion of the Acceptance of shipments at the Sorting Center, Ozon shall change the status of shipments in the PA, indicating the following information:

(a) Full compliance of the accepted shipments with the supporting documents. In this case, the Parties shall acknowledge that the shipments were transferred by the Seller to Ozon in the quantity and by numbers according to the supporting documents;

(b) Partial conformity of the received shipments. Ozon shall send the Seller a Report on discrepancies in the list of shipments with the supporting documents to the PA and/or e-mail.

# 3.4. Approval of the Number of Accepted Shipments

No later than the day of the next shipment after sending the Report on discrepancies, the Seller shall have the right to file reasoned objections in the form established by Ozon, and within three (3) business days, provide evidence of the transfer of the number of shipment stated in the Acceptance Certificate (including, but not limited to, video recordings of the process of assembling the shipment or package units that allow identifying the disputed shipments). Should the Seller fail to provide evidence within the specified time, the Parties will recognize the Report on discrepancies as agreed upon by the Parties and the shipments will be accepted by Ozon in quantity and by numbers according to the Report on discrepancies. If Unidentified shipments are identified during acceptance, the Seller shall remove them from the address specified by Ozon within seven (7) calendar days from the date of approval of the Report on Discrepancies.

# 4. PROCESSING CUSTOMER RETURNS

# 4.1. Conditions for Processing Returns

The Seller shall instruct Ozon to determine the conditions for accepting the return of products from Customers (including the cases when Customers dismiss products of proper quality), including the time period for the return of products of proper quality, which do not worsen the customer's position in comparison with the requirements of the legislation of the Russian Federation. The procedure for transferring returns to the Seller is set in the Return of Products Section.

# 4.2. Processing of Unopened Shipments

Ozon shall check the compliance of the unopened shipment number with the data in the PA without opening and checking the quality of the products. Ozon shall not be responsible for minor damage to the transport package of the shipment in the form of:

(a) small dents that do not cause damage to the products and the packaging of the products, if any;

(b) minor tears (less than 10% of the packaging area);

(c) minor stains (less than 15% of the packaging area) that do not lead to loss of the properties of the transport package.

# 4.3. Processing of Opened Shipments

Ozon shall verify that the returned products from the opened shipment matches the shipment number. The transport package may be opened or missing. Ozon shall seal the opened transport package or replace it.

# 4.4. Handling Individual Return Cases

4.4.1. If the Seller has put the wrong product in the shipment, Ozon returns the wrong product to the Seller and the Seller is obliged to accept it.

4.4.2. If the Seller did not put the products in the shipment, Ozon informs the Seller thereof, the shipment is not subject to return, the settlements are made according to the terms and conditions of the Contract.

4.4.3. If the Customer refused the products of proper quality within the time limits set by the Terms of Product Sale on the Ozon Platform and its presentation is preserved (there are no traces of use, tags and factory packaging are preserved), Ozon returns the product to the Seller and the Seller is obliged to accept it.

4.4.4. If the Customer declined the product with defects, Ozon returns the product to the Seller and the Seller is obliged to accept it in accordance with the terms of the legislation on consumer protection and the Terms of Product Sale on the Ozon Platform for individuals.

# Appendix 3 PROCEDURE FOR THE PROVISION OF PROMOTION SERVICES FOR THE SELLER'S PRODUCTS

# 1. SUBJECT OF APPENDIX

# 1.1. Services on Product Promotion

In addition to the obligations set forth by the Contract, Ozon may provide the Seller, on his behalf, with services on promotion of the Seller's items (hereinafter in Appendix 3 - Services).

# 2. PROCEDURE FOR RENDERING SERVICES

# 2.1. Requirements for Advertising Materials

Ozon does not accept placement for placement the Advertising Materials that do not comply with requirements of the Advertising Materials Requirements Section;

# 2.2. Suspension of the provision of services

Ozon may suspend the provision of Services in the following cases:

(a) if a fact of presence of unauthentic information in it is revealed or in the event of other violation of requirements to items and Advertising Materials set forth by this Contract or the legislation of the Russian Federation;

(b) for technical, technological and other problems delaying the provision of the Services, while eliminating these problems.

# 2.3. Request for Documents

At the request of Ozon, within three (3) business days, the Seller shall provide Ozon with documents confirming compliance with the laws of the Russian Federation, including Federal Law No. 38-FZ dated March 13, 2006-"On Advertising."

# 2.4. Exclusive Rights to the IP

The Parties shall acknowledge that, in the event that Ozon creates Intellectual Property in the provision of services hereunder, the exclusive rights to the IP shall belong to Ozon in full unless otherwise provided by the Contract.

# 2.5. Calculation of remuneration

Ozon's remuneration is calculated based on the volume of Services provided in the reporting period. Appendix 3 and the Regulations establish the procedure for calculating Ozon remuneration for various types of services. The cost of Ozon services includes VAT in the amount according to the current legislation.

# 2.6. Remuneration Payment Procedure

Payment of remuneration to Ozon shall be made by deducting it from the funds due to the Seller under the Contract. In the event of negative balance on the account of the Seller, the latter shall be invoiced for payment of Ozon Services.

# 2.7. Discounts on the Cost of Services

Ozon shall have the right to provide the Seller with discounts on Services by crediting bonus points to the PA. The discount shall be provided in the amount based on the ratio of 1 bonus point = 1 ruble.

# 3. TERMS OF RENDERING CERTAIN TYPES OF PROMOTION SERVICES

# 3.1. Advertising Campaigns

Ozon provides the Seller with a service for placing Advertising Materials through Advertising Campaigns on the Site and other sites in accordance with section "___" of the Regulations for the provision of promotion Services on Ozon (hereinafter - the Regulations)

# 3.2. Premium service

Ozon provides the Seller with the Premium service in accordance with the "Premium" Section of the Regulations.

# 3.3. Production of Advertising Materials

Ozon provides the Seller with the Service of creating Advertising Materials in accordance with the Section "PRODUCTION OF OZON ADVERTISING MATERIALS" of the Regulations The parties agree on the provision of such services through the tool in the PA "Marketing Application".

# 3.4. Photo Studio Services

Ozon provides the Seller with Services for the production of photo and video goods in accordance with the Section "SERVICES OF THE OZON PHOTO STUDIO" of the Regulations. The provision of such Services is agreed by the Parties through the “Marketing Application” tool.

# 3.5. Streaming Services

Ozon provides the Seller with streaming Services in accordance with the "OZON LIVE" STREAMING SERVICES Section of the Regulations. The provision of such Services is agreed by the Parties through the “Marketing Application” tool.

# 3.6. Video Consulting Services

Ozon provides the Seller with video consulting Services for Clients in accordance with the "VIDEO CONSULTATIONS" Section of the Regulations. The provision of such Services is agreed by the Parties through the "Marketing Application" tool.

# 3.7. Marketing Applications

The Seller has the right to send Ozon a request for the provision of additional Services through the PA. Ozon places information about the material conditions previously agreed with the Seller (including, but not limited to: cost, terms and procedure for the provision of Services) in the PA in the "Marketing Application" tab, and the Seller accepts them by pressing the "Confirm" button by the Seller. By clicking the "Confirm" button, the Seller fully and unconditionally agrees to the terms of service.

# 4. LIABILITY OF THE PARTIES

# 4.1. Liability of the Seller

The Seller shall be independently and totally liable for the content and the reliability of information and materials contained in the Advertising Materials, for their compliance with the requirements of the legislation of the Russian Federation as well as 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.

# 4.2. Compensation for Ozon's Losses

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