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Terms of Use of the Platform

Terms of Use of the Platform

(as amended on 03.09.2021)

These Terms and Conditions have been developed by the Enex Limited Liability Company, they are a legal document and regulate the use of the Enex platform.

In order to make our cooperation useful and avoid misunderstandings, we kindly ask you to familiarize yourself with these Terms and Conditions before using the Platform. In case of disagreement with any provision of the Terms, please refrain from using the Platform.

1. Terms and definitions

Marketplace - Enex Limited Liability Company, TIN 5835131764, OGRN 1195835004540, location: Russia, 440028, Penza region, Penza, Tsiolkovsky str., 12 A.

Platform - website https://enex.market/en/, including all levels of this domain.

User is a natural or legal person who has access to the Platform via the Internet and uses the Platform's services.

Product – inventory items, information about which is presented on the Platform.

Supplier is a legal entity (individual entrepreneur) that is registered on the Platform and posted Information about the product on it for sale or for exhibition purposes.

Manufacturer is a Supplier that places Goods of its own production on the Platform.

A trading company is a Supplier that places Goods not of its own production on the Platform.

Buyer - a legal entity or an individual who has purchased a Product on the Platform or has an intention to purchase it.

Order – a Buyer's request for the purchase of the selected Product, as well as a request for the provision of services for the organization of delivery of such Goods, made using the Platform functionality.

Product Information – any information about the Product, Provider-hosted on the Platform, including Product name, brand (model), information about the range, technical, functional, consumer characteristics of the Product, the manufacturer of the Goods, the price of the Product, discounted Product, the work carried out in respect of Goods marketing and other promotions.

Personal Data Processing Policy is a document defining the procedure and conditions for processing Users' personal data by the Marketplace and posted on the Platform at: https://enex.market/en/data-protection/privacy-policy/.

Rules of sale and delivery - a document defining the procedure and conditions for the purchase of Goods on the Platform, as well as services for the organization of its delivery and posted on the Platform at: https://enex.market/en/data-protection/payment-policy/.

2. General provisions

2.1. These Terms and Conditions regulate the relations that arise between the User and the Marketplace when using the Platform services.

2.2. By registering on the Platform, the User unconditionally agrees to these Terms and Conditions, as well as accepts the provisions of all other documents regulating the use of the Platform: the Personal Data Processing Policy, the Rules of Sale and Delivery.

Registration on the Platform is a confirmation that the User has read these documents and undertakes to comply with their provisions.

2.3. The conclusion of contracts of sale /provision of services on the Platform and the commission of any other actions in connection with this is regulated by applicable law, these Terms and Conditions, as well as the Rules of Sale and Delivery.

2.4. The functionality of the Platform is provided to the User free of charge, unless otherwise provided by the agreement with the Marketplace. The provisions of the legislation of the Russian Federation on consumer rights protection are not subject to application to the relations on the provision of the Platform's functionality free of charge.

2.5. The current version of the Terms is publicly available on the Platform.

3. General terms of use of the Platform

3.1. The use of the Platform is possible on a personal computer, mobile phone, tablet or other device suitable for the correct use of the Platform. The use of the Platform is allowed on an unlimited number of User devices.

3.2. Certain Platform functionality may differ or be unavailable to the User on the Platform pages optimized for mobile devices.

3.3. The right to use the Platform includes the right to use the Platform for viewing, familiarization, leaving comments/reviews and implementing other available functionality of the Platform.

3.4. The User is granted the right to quote elements of the user content of the Platform, indicating the source of the citation, including a link to the URL of the Platform.

3.5. The User guarantees that he has the legal capacity to enter into legal relations on the use of the Platform in accordance with these Terms and other documents regulating the use of the Platform.

4. General functionality of the Platform

4.1. A database (information and reference system) containing information about goods and services with the possibility of their purchase is available on the Platform.

4.2. A user who is not registered /not authorized on the Platform has the status of a visitor. The visitor's access to some of the Platform's services may be restricted. For example, a visitor cannot place product offers, place Orders, or send messages from the "Question to the Platform" page./Manufacturer/technologist", leave comments and reviews on the Product page and on the Supplier's page.

4.3. The User registered on the Platform as a Buyer, after authorization, in addition to viewing the pages, can add the selected Product to the cart and place Orders (if the Supplier has established the possibility of ordering the Product). In the personal account, the Buyer can edit contact details, as well as view the Order history. The ordering functionality is also available to Trading companies.

4.4. The buyer - a legal entity, when creating sub-accounts, may restrict and divide the rights to use the Platform's functionality (viewing the entire order history, canceling unpaid orders, paying for orders, changing the status of orders, creating and editing the company's page, creating news, viewing and responding to requests).

4.5. The Supplier has the opportunity to post Information about the Product on the Platform independently, using the functionality of the Platform, or with the involvement of Marketplace specialists. A contract for the provision of services to support participation on the Platform may be concluded between the Supplier and the Marketplace. Such an agreement is concluded by signing a single document or by accepting the Terms and Conditions for the Provision of Services to support participation on the Platform by the Supplier.

Terms of service for brand support and promotion conditions on the Platform

1. Definitions

The terms used in this document are interpreted according to the Terms of Use of the Platform.

2. General

2.1. The Marketplace undertakes, on a reimbursable basis, to provide the Manufacturer with a range of services to provide access to the Platform and support the Manufacturer's participation on it (hereinafter referred to as the Support Services). As part of the Support Services, the Marketplace shall perform the following actions:

2.1.1. Actions when the Manufacturer submits an application for registration:

·         correction of Manufacturer's data and activation on the Platform;

·         instructing the Manufacturer on working on the Platform and the functionality of the Personal account;

2.1.2. Actions when the Manufacturer creates a business card and Manufacturer's page on the Platform:

·         help with uploading the current logo;

·         selection of images and text for the Manufacturer's business card;

·         compilation of the Manufacturer's page, including the addition of voluminous text about the company, images, videos, etc. Formatting information and translation for the English version of the Platform. Checking the display on different devices.

2.1.3. Assistance in the periodic publication of current news:

·         tracking the latest news on the Manufacturer's website;

·         compilation of news, including the addition of voluminous text about the company, images, videos, etc. Formatting of information and translation for the English version of the site. Checking the display on different devices.

·         newsletter to registered visitors of the Platform.

2.1.4. Preparing the Goods catalog for uploading on the Platform:

·         checking the availability of mandatory items (names, articles, prices, properties, photos, etc.) without which the catalog cannot be uploaded;

·         formatting the description and adding icons for a more convenient perception by visitors of the Platform;

·         bringing the list of properties to a single list for filtering on the Platform;

·         bringing property values to a single format;

·         setting categories for the website catalog system;

·         parsing the catalog file on the Platform;

·         checking the display of the Manufacturer's Goods on the Platform;

2.1.5. Communication with Buyers and support of Orders:

·         the employees of the Marketplace provide support in the placement of an Order from Buyers, based on the availability of the Goods from the Manufacturer;

·         participation in the settlement of disputes with Buyers;

2.2. The term for the provision of Support Services is indicated in the invoice.

2.3. Mandatory condition for the provision of Support Services is acceptance by the Manufacturer upon registration on the Platform and compliance with the requirements of the following documents: Confidentiality Policy, Terms of Use of the Enex Platform, Terms of sale and delivery.

2.4. The relationship between the Marketplace and the Manufacturer related to the sale of Goods on the Platform is regulated by a separate agency agreement.

3. Price of Support Services and payment procedure

3.1. The price of Support Services is indicated in the invoice issued by the Marketplace.

3.2. The Manufacturer makes an advance payment for Support Services based on the invoice issued by the Marketplace. Settlements are carried out in a non-cash manner by payment orders.

3.3. The Marketplace has the right to unilaterally change the cost of Support Services. At the same time, the cost of already paid services is not subject to change.

4. Terms of Support Services

4.1. Payment by the Manufacturer of the invoice issued by the Marketplace means:

·         acceptance by the Manufacturer of these terms and conditions;

·         registration of contractual relations between the Manufacturer and the Marketplace for the provision of services according to these terms;

4.2. The Marketplace determines the technology of providing services independently, observing the mandatory requirements of regulatory documents.

4.3. Confirmation of the provision of services:

4.3.1. The fact of the provision of services is confirmed by a Certificate signed by the Marketplace and the Manufacturer.

4.3.2. The Marketplace and the Manufacturer shall draw up a Certificate of provided services upon the expiration of the period for the provision of services.

4.3.3. In case of evasion or unmotivated refusal of the Manufacturer to sign the Certificate of provided services, the Marketplace has the right to draw up a unilateral Certificate. The services specified in such Certificate are considered to be provided by the Marketplace and accepted by the Manufacturer.

4.4. The Marketplace has the right to involve any third parties (subcontractors) in the provision of services without additional approval from the Manufacturer.

5. Confidentiality

5.1. Any information and documents (including in electronic form) received by the Marketplace and/or the Manufacturer in the process of providing Support Services are confidential. Documents and information that are publicly available and/or well-known are not considered confidential.

5.2. The Marketplace and the Manufacturer undertake not to distribute, not to transfer to third parties the information and/or documents specified in clause 5.1., without the consent of the other Party. The provisions in this section shall remain in effect after the termination of the provision of services for any reason for 5 (five) years from the date of termination.

5.3. This section does not apply to cases of transfer of information and/or documents to public authorities and local self-government in accordance with the requirements of the legislation.

6. Refusal to cooperate

6.1. The Marketplace and the Manufacturer have the right to unilaterally refuse to provide Support Services.

6.2. In case of early termination of cooperation, the Marketplace is obliged to return the prepayment for the period in which the Support Services will not be provided.

4.6. The Manufacturer may post the Product Information on the Platform without the possibility to place an Order (purchase such a Product). In this case, the Product Information is considered to be posted in order to familiarize an indefinite circle of people with the Product properties and features. If the Manufacturer decides to sell its Product on the Platform, then an agency agreement is concluded between it and the Marketplace, regulating the relations of the parties in the implementation of sales.

Terms of agency support for the Manufacturer

1. Definitions and interpretation

1.1. The following definitions have the following meanings in the test of this document:

Agent - LLC Eneks, INN 5835131764, OGRN 1195835004540, location: Russia, 440028, Penza region, Penza, st. Tsiolkovsky, 12A.

Principal - the Manufacturer who has entered into an agency agreement with the Agent in the manner and on the terms specified in this document.

Purchase and Sale Agreement - an agreement for the purchase and sale of the Goods ordered by the Buyer, concluded through the Platform between the Buyer and the Agent, acting on behalf of the Principal or on his own behalf.

Agency order - specified in clause 3.2. actions that the Agent is obliged to perform for remuneration.

Agent's Report, Report - the Agent's report on the implementation of the Agency's order, provided for in Article 1008 of the Civil Code of the Russian Federation.

Confidential information - any information about the economic activities of any of the parties that has become known to the other party in connection with the conclusion and execution of the Agreement and has actual or potential value due to its unknown to third parties, not intended for wide distribution and / or use by an unlimited number of persons. Confidential information is not Information about the Goods, as well as any other information transferred to the Party for the purpose of disclosure to third parties.

Terms of use of the Enex platform - a legal document that defines the procedure and conditions for using the Platform; posted on the Platform at: https://enex.market/data-protection/terms-of-use/.

Sales and delivery rules - a legal document that defines the procedure and conditions for purchasing the Goods on the Platform, as well as services for organizing its delivery; posted on the Platform at: https://enex.market/data-protection/payment-policy/.

Personal data processing policy is a legal document that defines the procedure and conditions for the processing by the Agent of personal data received through the Platform; posted on the Platform at: https://enex.market/data-protection/privacy-policy/.

1.2. If the definition specified in clause 1.1. of these Terms is used in the text in the plural, then it is understood in the plural.

1.3. All other terms, definitions and concepts used in the text of this document are interpreted by the Parties in accordance with the Terms of Use of the Enex platform, the legislation of the Russian Federation and the generally accepted rules for their interpretation.

2. Conditions for the fulfillment of an agency order

2.1. The Agent performs an agency order after receiving a written request from the Manufacturer about the opening of the Goods for sale.

2.2. A prerequisite for the provision of services by the Agent is the acceptance by the Manufacturer upon registration on the Platform and compliance with the requirements of the following documents: Privacy Policy, Terms of use of the Enex platform, Terms of sale and delivery.

2.3. The conditions for the execution of the Agency order are also:

• registration of the Manufacturer on the Platform;

• placement of Information about the Goods on the Platform.

3. Subject of regulation

3.1. This document determines the conditions and procedure for the sale of the Goods through the Platform, and also regulates the rights and obligations of the Agent and the Principal arising in connection with the implementation of such a sale. Acceptance of these Terms by the Principal means the conclusion of an agency agreement with the Agent.

3.2. In accordance with these Terms, the Agent undertakes the obligation, on behalf of and at the expense of the Principal, to perform the following actions:

• to bring to the Buyers the Information about the Goods received from the Principal by posting it on the Platform or by providing the Principal with the opportunity to place such information on the Platform on his own;

• conclude, on behalf and in the interests of the Principal, or on his own behalf and in the interests of the Principal, Sale and Purchase Agreements (by concluding a Sale and Purchase Agreement with a legal entity or an individual entrepreneur, the Agent acts on behalf of and at the expense of the Principal, the rights and obligations under such a transaction arise directly from the Principal and the Buyer; by concluding the Sale and Purchase Agreement with an individual, the Agent acts on his own behalf, but at the expense of the Principal; the rights and obligations under such a transaction arise from the Agent and the Buyer).

• accept from the Buyers an advance payment for the Goods under the Orders and transfer it to the Principal;

• under the Sales and Purchase Agreements concluded by the Agent on its own behalf, accept from the Buyers the Goods (both of proper and inadequate quality) returned in accordance with the requirements and within the time limits established by the current legislation and the Sales and Purchase Agreement, or within the warranty terms in relation to the Goods, and transfer such Goods to the Principal;

• in cases stipulated by the Agreement and the Rules of Sale and Delivery, refund the prepayment amount to the Buyer;

• perform other actions provided for by these Terms.

3.3. By agreement of the parties, the Agent may provide the Principal with services to support participation on the Platform.

3.4. The requirements for the Goods sold on the Platform, as well as for the Information about the Goods, are given in section 4 of the Rules of Sale and Delivery.

3.5. Under this Agreement, the Principal grants the Agent the right to use the images of the Principal's Goods, as well as trademarks, service marks, commercial designations belonging to the Principal, for posting on the Platform, in social networks, advertising and information materials of the Agent in order to promote and advertise the Goods.

3.6. In accordance with paragraphs. 1, 4 h. 2 tbsp. 1 of the Federal Law of 03.06.2009 No. 103-FZ "On the activity of accepting payments from individuals carried out by payment agents" The agent is not a paying agent.

4. Selling goods on the platform

4.1. Information about the Goods is posted on the Platform in the public domain as an offer to sell, with the exception of posting such information for exhibition purposes.

4.2. Purchase and sale agreements are concluded between the Principal represented by the Agent and the Buyers on the basis of the Buyers' Orders. The procedure for placing Orders, the terms of the Purchase and Sale Agreements concluded on the Platform and the procedure for concluding them are governed by the Sale and Delivery Rules. These rules are binding on the Principal.

4.3. If the Order is issued by a legal entity or an individual entrepreneur, then the Agent enters into a Purchase and Sale Agreement with such Buyer on behalf of and at the expense of the Principal. If the Order is placed by an individual, the Agent enters into a Sale and Purchase Agreement with such a Buyer on its own behalf, but at the expense of the Principal.

4.4. For transactions in relation to the Goods, made by the Agent on behalf of the Principal, the Principal acquires the rights and becomes obligated. The agent is not a party to such transactions. The conclusion by the Agent of such transactions entails the emergence of rights and obligations under them directly from the Principal and the Buyer.

4.5. For transactions in relation to the Goods, made by the Agent on his own behalf, the Agent acquires the rights and becomes obligated. In this case, the Agent does not transfer ownership of the Goods. As part of the execution of the Order, the shipment (transfer) of the Goods to the Buyer is carried out by the Principal.

4.6. The price of the Goods on the Platform is established and changed by the Principal at his own discretion and includes all taxes and fees, the costs of the Principal for packaging, the cost of handling operations at the Principal's warehouse. In this case, the price of the Goods indicated on the Platform must not exceed the price of the Goods indicated on the Principal's own website or in his price list.

4.7. The costs of delivering the Goods to the Buyer are not included in the price of the Goods indicated on the Platform. This provision shall apply if the Principal does not decide to include delivery costs in the price of the Goods.

4.8. In the event of a change in the price of the Goods after placing the Order, the Principal is obliged to ship the ordered Goods to the Buyer at the price in effect at the time of placing the Order.

5. Interaction of the parties on the execution of orders

5.1. In order to sell the Goods on the Platform, the Agent connects the Principal to the Platform and provides the opportunity to create a Personal Account and an account on the Platform, and also provides the opportunity to use the Personal Account, the Platform's services, including the ability to post Information about the Goods on the Platform.

5.2. The Principal, through the functionality of the Platform, receives notifications about Buyers' Orders indicating: article, name, quantity, price and cost, delivery address, etc. The Principal has no right to change the terms of the received Order.

5.3. The Principal is obliged to ship the ordered Goods no later than 3 working days from the date of receipt of the Buyer's Order, and in the case of self-pickup, to ensure that the Goods are ready for shipment within the same period. In exceptional cases, the Principal, in agreement with the Marketplace, may increase the shipment time for the ordered Goods.

5.4. The Principal is obliged to ensure the loading of the ordered Goods on the transport of the Buyer (transport company) or the delivery of the Goods personally to the Buyer (his representative) or an employee of the delivery service.

5.5. The method of delivery of the Goods is indicated in the Buyer's Order.

5.6. If the Agent has transferred the prepayment to the Principal for the Order, which was canceled, the Principal is obliged to return the received prepayment to the Agent within 3 banking days from the date of cancellation of the order.

5.7. The Principal is obliged to ship the Goods in accordance with the price indicated on the Platform at the time of placing the Order.

5.8. If the Buyer - an individual has refused to receive the Goods of proper quality or has returned such Goods, the Principal is obliged to return to the Agent the prepayment received for the Goods for subsequent return to the Buyer. The Principal returns the funds by wire transfer to the Agent's account within 3 working days from the moment of receiving information about the Buyer's refusal from the Goods or about the return of the Goods. If the Buyer legally returned the Goods of good quality to the Agent, such Goods are transferred to the Principal, while the cost of delivery of such Goods from the Agent to the Principal is borne by the Principal.

5.9. If the Buyer is an individual who refuses to execute the Sale and Purchase Agreement due to defects in the transferred Goods or because the Principal provided incorrect Information about the Goods and returns such Goods, the Principal is obliged to return the received advance payment for the Goods to the Agent for subsequent refund of the prepayment amount to the Buyer. The Principal transfers the funds to the Agent by wire transfer to the Agent's account within 3 working days from the date of receipt of information about the Buyer's refusal to execute the Agreement for the sale of the Goods.

If the Buyer returns to the Agent the Goods of inadequate quality, such Goods are transferred to the Principal, while the costs for the delivery of such Goods from the Agent to the Principal are borne by the Principal.

5.10. In the event that the Buyer - an individual, makes a reasonable demand to eliminate the defects of the Goods, the Principal is obliged to eliminate these defects in the minimum period objectively necessary to eliminate them, taking into account the usually used method.

5.11. In the event that the Buyer - an individual presents a justified request to replace the goods of inadequate quality, the Principal is obliged to replace such Goods within 7 days from the date of the specified demand, and if additional verification of the quality of such goods is necessary - within twenty days from the date of the specified requirement. Transportation costs for the replacement of the Goods shall be borne by the Principal.

5.12. If the Buyer - an individual, returns the Goods of proper or inadequate quality directly to the Principal, the Principal is obliged to return the received prepayment for the Goods to the Agent for subsequent refund of the prepayment amount to the Buyer.

5.13. The Principal is obliged to reimburse the costs (losses) of the Agent incurred in connection with the satisfaction of the justified requirements of the Buyers associated with the inadequate quality (defects) of the Principal's Goods or in connection with the provision by the Principal of incorrect Information about the Goods, including the costs of examination, transportation, storage and repair of the Goods.

5.14. The Principal is obliged to participate at the request of the Agent in the consideration of the claims of Buyers - individuals and send to the Agent his preliminary opinion on the stated requirements, give the necessary explanations to the Agent on the properties of the Goods. The Principal is obliged, at his own expense, to conduct an examination in order to determine the causes of defects in the Goods and, at the request of the Agent, take an active part in the search for an expert organization and formulating questions to the expert.

5.15. If the Buyer, who is a legal entity or an individual entrepreneur, on the grounds provided for by law, refused to fulfill the Agreement for the sale of the Goods (including due to the transfer of the Goods of inadequate quality, violation of the conditions on the range / quantity, etc.) and returned the purchased Goods The Principal is obliged to return the full cost of the Goods to the Buyer. In this case, the Agency fee retained by the Agent in connection with the sale of such Goods shall not be returned to the Principal.

If the Buyer, who is a legal entity or an individual undertaking, on the grounds specified in this clause, returns the Goods to the Agent, such Goods are transferred to the Principal, while the costs for the delivery of such Goods from the Agent to the Principal are borne by the Principal.

5.16. Claims for the execution of the Sale and Purchase Agreement received by the Agent from the Buyer, who is a legal entity or an individual entrepreneur, are immediately transferred to the Principal. The principal is obliged to consider and, if deemed justified, to satisfy such claims.

5.17. Warranty service of the Goods is performed by the Principal (his service centers). The goods received by the Agent for warranty repair, the Agent is obliged to immediately transfer to the Principal. Transportation costs for the delivery of such Goods to the Principal shall be borne by the Principal.

6. Rights and obligations of the parties

6.1. The agent is obliged:

6.1.1. from the moment of registration of the Principal on the Platform as a Supplier, provide the Principal with the services of the Platform for use in the manner prescribed by the Terms of Use of the Enex platform;

6.1.2. ensure the uninterrupted and round-the-clock operation of the Platform, which is necessary for the execution of the Agency's order, with the exception of interruptions for troubleshooting or their prevention;

6.1.3. at the time of receipt of an advance payment for the Goods, ensure the transfer to the Buyer - an individual of the cash receipt in accordance with the requirements of the law;

6.1.4. to ensure that the Buyers are familiar with the documents governing the procedure for working with the Platform, as well as with the conditions for the sale of the Goods on the Platform;

6.1.5. respond to the Principal's inquiries regarding the operation of the Platform, registration and execution of Orders;

6.1.6. timely transfer to the Principal an advance payment for the Goods;

6.1.7. at the request of the Principal, eliminate errors, inaccuracies in the information about the Goods posted on the Platform;

6.1.8. in the manner and terms established by the Agreement, send the Agent's report to the Principal;

6.1.9. take the necessary measures to ensure the information security of the Platform;

6.1.10. provide information support to the Principal and the Buyers.

6.2. The agent has the right:

6.2.1. send requests and inquiries to the Principal for the purpose of proper execution of Buyers' Orders and productive interaction under the Agreement;

6.2.2. independently, at its discretion, determine the design, structure, procedure for the operation of the Platform, as well as make any changes to the operation of the Platform;

6.2.3. independently, at its discretion, determine the methods and means of advertising and promoting the Platform;

6.2.4. to systematize the Information about the Goods received from the Principal in order to post it on the Platform (the content of the information cannot be changed);

6.2.5. not post on the Platform or block the Information about the Goods provided by the Principal in the event that such information or such Goods do not comply with the requirements established by the Rules of Sale and Delivery;

6.2.6. to engage third parties for the fulfillment of obligations under the Agreement, for whose actions the Agent is responsible as for its own;

6.2.7. post on the Platform, as well as in advertising publications and social networks, news messages and other information posted on the official website of the Principal.

6.3. The principal is obliged:

6.3.1. post on the Platform reliable and up-to-date Information about the Goods;

6.3.2. ensure the compliance of the Information about the Goods posted on the Platform, as well as the Goods themselves, sold through the Platform, with the established requirements;

6.3.3. control the completeness and correctness of the Information about the Goods posted on the Platform, in case of errors or inaccuracies, immediately inform the Agent about it or eliminate them yourself;

6.3.4. use the services of the Platform strictly in accordance with their functional purpose in accordance with the Terms of Use of the Enex platform, do not take actions that are aimed at deteriorating the operation of the services of the Platform, their incorrect operation;

6.3.5. ensure the compliance of the Goods sold on the Platform with the quality and safety requirements established by the legislation of the Russian Federation;

6.3.6. pay the Agent's fee in accordance with the terms of the Agreement;

6.3.7. ensure the proper execution of the Purchase and Sale Agreements;

6.3.8. fulfill warranty obligations under the Sales and Purchase Agreements;

6.3.9. transfer, together with the Goods, information in writing about the procedure and terms for returning the goods of good quality (information is drawn up in the form of a printout of section 10 of the Rules of Sale and Delivery);

6.3.10. in case of reaching an appropriate agreement with the Agent, place the Platform logo, as well as a link to the Platform, on the main page of its official website or on the website of one or several of its official dealers (representatives);

6.3.11. provide the Agent with assistance in organizing interaction with the Buyers, including in the execution of the Purchase and Sale Agreements.

6.4. The principal has the right:

6.4.1. independently determine the assortment, quantity, price of the Goods, information about which is posted on the Platform;

6.4.2. set the minimum and (or) maximum possible volume of the Goods that can be ordered on the Platform;

6.4.3. independently or with the involvement of the Agent, change, add or delete the Information about the Goods posted on the Platform, including changing the price, assortment, characteristics of the Goods;

6.4.4. in agreement with the Agent, post advertising information on the Platform (about ongoing marketing campaigns, about the services provided, about applied discounts, bonus programs, other similar information);

6.4.5. not to sell the Goods on the Platform, while posting Information about the Goods on the Platform for informational purposes and to use the Platform's functionality not related to the sale of the Goods (not applicable to suppliers registered on the Platform as trading companies);

6.4.6. establish additional conditions, the observance of which is necessary for the sale of the Goods (for example, the absence of the Buyer in certain sanction lists),

6.4.7. make proposals to improve the work of the Platform;

6.4.8. receive information from the Agent regarding the operation of the Platform without interfering with its economic activities.

7. Settlement procedure and agency fee

7.1. The Agent accepts an advance payment from the Buyers for completed Orders and, within 2 banking days from the moment of placing the Order, transfers the received advance payment to the Principal's current account, minus the agency fee. Prepayment is transferred if the Order has not been canceled.

7.2. The Agent's obligation to transfer the prepayment received for the Goods to the Principal shall be deemed fulfilled at the moment the funds are debited from the Agent's current account.

7.3. The payment of the agency fee is made by the Agent withholding it from the prepayment transferred to the Principal for the Goods. The Agent withholds remuneration for each Order.

7.4. The amount of the agency fee, as well as the procedure for transferring the fee received from the Buyers for the Goods to the Principal, are indicated in the Principal's personal account. By agreeing to these Terms, the Principal confirms that he has read and agrees with the provisions on the amount of the agency fee and the procedure for transferring payment for the Goods specified in the personal account.

7.5. Amounts payable to the Agent as the Agent's fee are not subject to VAT due to the Agent's application of the simplified taxation system (based on Article 346.11 of the Tax Code of the Russian Federation).

7.6. All expenses of the Agent for the fulfillment of the Agency's order, except for the expenses specified in clause 5.13. Agreements are included in the amount of the agency fee and in excess of this amount are not reimbursed by the Principal, unless otherwise provided by agreement of the Parties.

7.7. The Agent has the right to provide the Buyer with a discount on the Goods, including by applying a bonus program in accordance with the Rules of Sale and Delivery.

7.8. If the Buyer pays part of the cost of the ordered Goods with bonuses provided by the Agent, the Principal is obliged to reduce the price of the Goods by the amount of the discount provided by the Agent (the changed price is reflected in the Order and must be indicated by the Principal in the shipping documents). In this case, the Agent's remuneration will be reduced by the amount of the discount provided. If the discount provided by the Agent exceeds the agent's fee, then the Agent does not withhold the agent's fee, and also compensates the Principal for the difference between the amount of the possible agency fee and the amount of the discount.

8. Agent report

8.1. The Agent sends the Agent's report to the Principal in duplicate on a monthly basis no later than the tenth day of the month following the reporting one. The report is sent by e-mail, as well as on paper. By agreement of the Parties, the Agent's Report can be generated in electronic form in the Principal's Personal Account. In the absence of sales in the reporting period, the report for this period is not sent.

8.2. The Agent's report must contain information about the sales of the Principal's Goods, including the total cost of the Goods sold on the Platform and the amount of remuneration withheld by the Agent.

8.3. If there are no objections to the report, the Principal must, within three days, sign and send one copy of the report to the Agent. It is allowed to send a scan of the signed report by e-mail, followed by sending it on paper - by mail.

8.4. If the Agent does not receive a copy of the report signed by the Principal or objections to it within 10 days from the date of sending the report, the report is considered accepted by the Principal without objections, and the services specified in the report are rendered.

9. Warranties of the parties

9.1. Each of the Parties guarantees that:

9.1.1. it is a legal entity (individual entrepreneur) duly created, registered and operating in accordance with applicable law;

9.1.2. it has all the necessary rights, including permissions and approvals, provided for by applicable law and constituent documents, to conclude an Agreement and fulfill its obligations under it;

9.1.3. she is not in a state of insolvency and supervision has not been introduced in relation to her and another bankruptcy procedure provided for by applicable law is not applied;

9.1.4. she is not aware of the existence of any current or potential legal proceedings, claims from government authorities or third parties that may interfere with the conclusion or execution of this Agreement.

9.2. The Principal guarantees that:

9.2.1. The goods belong or will belong to him on the right of ownership at the time of execution of the Order, the Goods are not pledged, are not under arrest, prohibition and are not subject to legal proceedings, and have no other encumbrances;

9.2.2. all Goods imported into the territory of the Russian Federation are properly released for free circulation in the territory of the Russian Federation or after January 1, 2010 released for domestic consumption in the territory of the Customs Union; customs clearance in relation to the Goods was carried out in full compliance with the requirements of the law, and in relation to the Goods there are no restrictions on its use or disposal;

9.2.3. The product meets the requirements of the legislation of the Russian Federation and the Eurasian Economic Union.

9.2.4. The Principal, persons affiliated with him, his representatives and employees will not use the Platform for the purpose of violating the rights of third parties to intellectual property, unfair competition or other violation of the law.

9.3. If circumstances arise that violate any of the guarantees, each of the Parties is obliged to notify the other Party about this within twenty-four hours.

9.4. If the Party fails to comply with the guarantees specified in this section, the other Party has the right to refuse to execute the agency agreement.

10. Protection of confidential information

10.1. The Parties undertake to take all necessary measures to protect the Confidential Information and not disclose it to third parties without the written permission of the other Party.

10.2. The transfer of Confidential information by a Party without the appropriate permission of the other Party is possible only on the grounds provided for by the current legislation of the Russian Federation or at the request of a competent state or municipal authority.

10.3. The Party that has violated the obligations to protect the Confidential Information is obliged to compensate the other Party for losses incurred in connection with such violation.

10.4. The Agent processes personal data obtained through the Platform in accordance with the Privacy Policy.

11. Responsibility

11.1. The Parties are responsible for non-fulfillment or improper fulfillment of the obligations stipulated by the Agreement, in accordance with the terms of the Agreement and the provisions of the legislation of the Russian Federation.

11.2. Each of the parties is obliged to compensate the other party for losses caused by non-performance or improper performance of their obligations.

11.3. The Agent does not provide guarantees for the uninterrupted operation of the Platform and compliance with any terms for restoring its operability in case of interruptions in work.

11.4. The Agent does not guarantee the achievement of any quantitative indicators of the sale by the Principal of the Goods through the Platform, including the increase in the Principal's volume of sales of the Goods.

11.5. The agent is not responsible for:

11.5.1. for non-fulfillment or improper fulfillment of their obligations due to failures in telecommunication and energy networks, actions of malicious programs, as well as unfair actions of third parties aimed at unauthorized access and / or disabling the software and / or hardware complex of the Platform;

11.5.2. in connection with non-fulfillment or improper fulfillment of the terms of the purchase and sale agreement by the Buyer or the Principal;

11.5.3. for the compliance of the information provided about the Goods, as well as the Goods itself, sold through the Platform, with the requirements of the legislation and the Agreement;

11.5.4. for posting on the Platform the Information about the Goods provided by the Principal that violates the intellectual rights of third parties.

11.6. If the violation by the Principal of the requirements for the Goods / Information about the Goods established by law or the Agreement was the basis for the presentation of claims, lawsuits and / or orders to the Agent for the payment of penalties by state bodies and / or third parties (including rightholders and Buyers) The Principal undertakes to assist the Agent in the settlement of such claims and claims, as well as to reimburse the Agent for documented losses (including legal costs, costs of paying fines) caused to the Agent as a result of such claims, claims, instructions in connection with the violation of the rights of third parties and / or the current legislation of the Russian Federation as a result of the provision of services to the Principal, within 5 days from the receipt of the relevant request from the Agent and copies of documents confirming the losses.

11.7. The parties are not liable for non-fulfillment of contractual obligations if such non-fulfillment is the result of force majeure. The existence of force majeure circumstances must be documented by the competent authority.

11.8. In the event of force majeure circumstances, the term for fulfilling the obligations under the Agreement is extended for the duration of such circumstances. The Party for which the force majeure circumstances have arisen is obliged, within 5 (five) working days, to notify the other Party in writing about the occurrence of unforeseen circumstances, including the estimated length of the period during which these circumstances will operate.

11.9. If the force majeure circumstances last more than 30 (thirty) calendar days, either party has the right to refuse to execute the agency agreement.

12. Termination of the provision of services

12.1. Either of the parties can at any time refuse to fulfill the agency agreement by sending a corresponding notification to the other party. From the moment of termination of such an agreement, the possibility of ordering goods is terminated.

12.2. The funds received by the Agent from the Buyers as an advance payment for the Goods after the termination of the agency agreement shall be returned to the Buyers.

12.3. Termination of the agency agreement does not relieve the Principal from the obligation to fulfill the completed orders and pay the Agent remuneration under the Sales and Purchase Agreements concluded before the termination of the agreement, as well as reimburse the expenses provided for in clause 5.13. Termination of the agreement does not relieve the Agent from the obligation to transfer to the Principal the funds received from the Buyers before the termination of the Agreement.

13. Additional terms

13.1. Nothing in the Terms can be construed as granting any rights to the Parties through licensing or otherwise for trademarks, trade names, service marks, both registered and unregistered.

13.2. Questions arising from the execution of the agency agreement and not regulated in this document are subject to resolution in accordance with the legislation of the Russian Federation.

4.7. Participation on the Platform in the Trading Company's status is paid, provided that a sale offer for more than 100 items of the Products is placed on the Platform (placement of less than 100 offers is free of charge). The service price depends on the selected tariff.

Terms of agency support for the Trading Company

1. Definitions and interpretation

1.1. The following definitions have the following meanings in the test of this document:

Agent - LLC Eneks, INN 5835131764, OGRN 1195835004540, location: Russia, 440028, Penza region, Penza, st. Tsiolkovsky, 12A.

Principal - a Trading Company that has entered into an agency agreement with the Agent in the manner and on the terms specified in this document.

The Purchase and Sale Agreement for the Goods - the agreement for the purchase and sale of the Goods ordered by the Buyer, concluded through the Platform between the Buyer and the Agent, acting on behalf of the Principal or on his own behalf.

Agency order - specified in clause 3.2. actions that the Agent is obliged to perform for remuneration.

Agent's Report, Report - the Agent's report on the implementation of the Agency's order, provided for in Article 1008 of the Civil Code of the Russian Federation.

Confidential information - any information about the economic activities of any of the parties that has become known to the other party in connection and has actual or potential value due to its unknown to third parties, not intended for wide distribution and / or use by an unlimited number of persons. Confidential information is not Information about the Goods, as well as any other information transferred to the Party for the purpose of disclosure to third parties.

Terms of use of the Enex platform - a legal document that defines the procedure and conditions for using the Platform and posted on the Platform at: https://enex.market/en/data-protection/terms-of-use/.

Sales and delivery rules - a legal document that defines the procedure and conditions for purchasing the Goods on the Platform, as well as services for organizing its delivery and posted on the Platform at: https://enex.market/en/data-protection/payment-policy/.

Personal data processing policy is a legal document that defines the procedure and conditions for the processing of the User's personal data by the Agent and posted on the Platform at: https://enex.market/en/data-protection/privacy-policy/.

1.2. If the definition specified in clause 1.1. Of the Terms, is used in the text of the Terms in the plural, then it is understood in the plural.

1.3. All other terms, definitions and concepts used in the text of this document are interpreted by the Parties in accordance with the Terms of Use of the Enex platform, the legislation of the Russian Federation and the generally accepted rules for their interpretation.

2. Conditions for the fulfillment of an agency order

2.1. The Agent performs the agency order after receiving a written request from the Trading Company about the opening of the Goods for sale.

2.2. A prerequisite for the provision of services by the Agent is the acceptance by the Trading Company when registering on the Platform and compliance with the requirements of the following documents: Privacy Policy, Terms of Use of the Enex Platform, Rules of Sale and Delivery.

2.3. The conditions for the execution of the Agency order are also:

• registration of the Trading Company on the Platform;

• placement of Information about the Goods on the Platform for the purpose of sale.

2.4. The Agent executes the Agent's order during the period of posting the Information about the Goods on the Platform.

3. Subject of regulation

3.1. This document determines the conditions and procedure for the sale of the Goods through the Platform, and also regulates the rights and obligations of the Agent and the Principal arising in connection with the implementation of such a sale. Acceptance of these Terms by the Principal means the conclusion of an agency agreement with the Agent.

3.2. In accordance with these conditions, the Agent undertakes the obligation, on behalf of and at the expense of the Principal, to perform the following actions:

• to bring to the Buyers the Information about the Goods received from the Principal by posting it on the Platform or by providing the Principal with the opportunity to place such information on the Platform on his own;

• conclude, on behalf and in the interests of the Principal, or on his own behalf and in the interests of the Principal, Sale and Purchase Agreements (by concluding a Sale and Purchase Agreement with a legal entity or an individual entrepreneur, the Agent acts on behalf of and at the expense of the Principal, the rights and obligations under such a transaction arise directly from the Principal and the Buyer; by concluding the Sale and Purchase Agreement with an individual, the Agent acts on his own behalf, but at the expense of the Principal; the rights and obligations under such a transaction arise from the Agent and the Buyer).

• accept from the Buyers an advance payment for the Goods under the Orders and transfer it to the Principal in accordance with the terms of the Agreement;

• under the Sales and Purchase Agreements concluded by the Agent on its own behalf, accept from the Buyers the Goods (both of proper and inadequate quality) returned in accordance with the requirements and within the time limits established by the current legislation and the Sales and Purchase Agreement, or within the warranty terms in relation to the Goods, and transfer such Goods to the Principal;

• in cases stipulated by the Agreement and the Rules of Sale and Delivery, refund the prepayment amount to the Buyer;

• perform other actions provided for by the Agreement.

3.3. The procedure and conditions for using the services of the Platform, including registration on the Platform, are defined in the Terms of Use of the Enex platform.

3.4. The requirements for the Goods sold on the Platform, as well as for the Information about the Goods, are given in section 4 of the Sale and Delivery Rules.

3.5. By accepting these Terms, the Trading Company grants the Agent the right to use the images of the Goods belonging to it, as well as trademarks, service marks, commercial designations for posting on the Platform, in social networks, advertising and information materials of the Agent in order to promote and advertise the Goods.

3.6. In accordance with clause 4 of part 2 of article 1 of the Federal Law of 03.06.2009 No. 103-FZ "On the activity of accepting payments from individuals carried out by paying agents" the Agent is not a paying agent.

4. Selling goods on the platform

4.1. Information about the Goods is posted on the Platform in the public domain as an offer to sell addressed to an indefinite circle of persons.

4.2. Purchase and sale agreements are concluded between the Principal represented by the Agent and the Buyers on the basis of the Buyers' Orders. The procedure for placing Orders, the terms of the Purchase and Sale Agreements concluded on the Platform and the procedure for concluding them are governed by the Sale and Delivery Rules.

4.3. If the Order is issued by a legal entity or an individual entrepreneur, then the Agent enters into a Purchase and Sale Agreement with such Buyer on behalf of and at the expense of the Principal.

If the Order is placed by an individual, the Agent enters into a Sale and Purchase Agreement with such a Buyer on its own behalf, but at the expense of the Principal.

4.4. For transactions in relation to the Goods, made by the Agent on behalf of the Principal, the Principal acquires the rights and becomes obligated. The agent is not a party to such transactions. The conclusion by the Agent of such transactions entails the emergence of rights and obligations under them directly from the Principal and the Buyer.

4.5. For transactions in relation to the Goods, made by the Agent on his own behalf, the Agent acquires the rights and becomes obligated. In this case, the Agent does not transfer the ownership of the Goods either before or after the transaction. As part of the execution of the Order, the shipment (transfer) of the Goods to the Buyer is carried out by the Principal.

4.6. The price of the Goods on the Platform is set and changed by the Principal at his own discretion and includes all taxes and fees, packaging costs, the cost of handling operations at the Principal's warehouse. In this case, the price of the Goods indicated on the Platform must not exceed the price of the Goods indicated on the Principal's own website and (or) in his price list.

4.7. The costs of delivering the Goods to the Buyer are not included in the price of the Goods indicated on the Platform. This provision shall apply if the Principal does not decide to include delivery costs in the price of the Goods.

5. Interaction of the parties on the execution of orders

5.1. In order to sell the Goods on the Platform, the Agent connects the Principal to the Platform and provides the opportunity to create a Personal Account and an account on the Platform, and also provides the opportunity to use the Personal Account, the Platform's services, including the ability to post Information about the Goods on the Platform. The product is available for order from the moment it is posted on the Product Information Platform.

5.2. The Principal, through the functionality of the Platform, receives notifications about Buyers' Orders indicating: article, name, quantity, price and cost, delivery address, etc. The Principal has no right to change the terms of the received Order.

5.3. The Principal is obliged to ship the ordered Goods no later than 3 working days from the date of receipt of the Buyer's Order, and in the case of self-pickup, to ensure that the Goods are ready for shipment within the same period. In exceptional cases, the Principal, in agreement with the Agent, may increase the shipment time for the ordered Goods.

5.4. The Principal is obliged to ensure the loading of the ordered Goods on the transport of the Buyer (transport company) or the delivery of the Goods personally to the Buyer (his representative) or an employee of the delivery service.

5.5. The method of delivery of the Goods is indicated in the Buyer's Order.

5.6. If the Agent has transferred the prepayment to the Principal for the Order, which was canceled, the Principal is obliged to return the received prepayment to the Agent within 3 banking days from the date of cancellation of the order.

5.7. The Principal is obliged to ship the Goods in accordance with the price indicated on the Platform at the time of placing the Order.

5.8. If the Buyer - an individual has refused to receive the Goods of proper quality or has returned such Goods, the Principal is obliged to return to the Agent the prepayment received for the Goods for subsequent return to the Buyer. The Principal returns the funds by wire transfer to the Agent's account within 3 working days from the moment of receiving information about the Buyer's refusal from the Goods or about the return of the Goods. If the Buyer legally returned the Goods of good quality to the Agent, such Goods are transferred to the Principal, while the cost of delivery of such Goods from the Agent to the Principal is borne by the Principal.

5.9. If the Buyer is an individual who refuses to execute the Sale and Purchase Agreement due to defects in the transferred Goods or because the Principal provided incorrect Information about the Goods and returns such Goods, the Principal is obliged to return the received advance payment for the Goods to the Agent for subsequent refund of the prepayment amount to the Buyer.

The Principal transfers the funds to the Agent by wire transfer to the Agent's account within 3 working days from the date of receipt of information about the Buyer's refusal to execute the Agreement for the sale of the Goods.

If the Buyer returns to the Agent the Goods of inadequate quality, such Goods are transferred to the Principal, while the costs for the delivery of such Goods from the Agent to the Principal are borne by the Principal.

5.10. In the event that the Buyer - an individual, makes a reasonable demand to eliminate the defects of the Goods, the Principal is obliged to eliminate these defects in the minimum period objectively necessary to eliminate them, taking into account the usually used method.

5.11. In the event that the Buyer - an individual presents a justified request to replace the goods of inadequate quality, the Principal is obliged to replace such Goods within 7 days from the date of the specified demand, and if additional verification of the quality of such goods is necessary - within twenty days from the date of the specified requirement. Transportation costs for the replacement of the Goods shall be borne by the Principal.

5.12. If the Buyer - an individual, returns the Goods of proper or inadequate quality directly to the Principal, the Principal is obliged to return the received prepayment for the Goods to the Agent for subsequent refund of the prepayment amount to the Buyer.

5.13. The Principal is obliged to reimburse the costs (losses) of the Agent incurred in connection with the satisfaction of the justified requirements of the Buyers associated with the inadequate quality (defects) of the Principal's Goods or in connection with the provision by the Principal of incorrect Information about the Goods, including the costs of examination, transportation, storage and repair of the Goods.

5.14. The Principal is obliged to participate at the request of the Agent in the consideration of the claims of Buyers - individuals and send to the Agent his preliminary opinion on the stated requirements, give the necessary explanations to the Agent on the properties of the Goods. The Principal is obliged, at his own expense, to conduct an examination in order to determine the causes of defects in the Goods and, at the request of the Agent, take an active part in the search for an expert organization and formulating questions to the expert.

5.15. If the Buyer, who is a legal entity or an individual entrepreneur, on the grounds provided for by law, refused to fulfill the Agreement for the sale of the Goods (including due to the transfer of the Goods of inadequate quality, violation of the conditions on the range / quantity, etc.)

6. Rights and obligations of the parties

6.1. The agent is obliged:

6.1.1. from the moment of registration of the Principal on the Platform as a Supplier, provide the Principal with the services of the Platform for use in the manner prescribed by the Terms of Use of the Enex platform;

6.1.2. ensure the uninterrupted and round-the-clock operation of the Platform, which is necessary for the execution of the Agency's order, with the exception of interruptions for troubleshooting or their prevention;

6.1.3. at the time of receipt of an advance payment for the Goods, ensure the transfer to the Buyer - an individual of the cash receipt in accordance with the requirements of the law;

6.1.4. to ensure that the Buyers are familiar with the documents governing the procedure for working with the Platform, as well as with the conditions for the sale of the Goods on the Platform;

6.1.5. respond to the Principal's inquiries regarding the operation of the Platform, registration and execution of Orders;

6.1.6. timely transfer to the Principal an advance payment for the Goods;

6.1.7. at the request of the Principal, eliminate errors, inaccuracies in the information about the Goods posted on the Platform;

6.1.8. in the manner and terms established by the Agreement, send the Agent's report to the Principal;

6.1.9. take the necessary measures to ensure the information security of the Platform;

6.1.10. provide information support to the Principal and the Buyers;

6.1.11. fulfill other obligations stipulated by the Agreement.

6.2. The agent has the right:

6.2.1. send requests and inquiries to the Principal for the purpose of proper execution of Buyers' Orders and productive interaction under the Agreement;

6.2.2. independently, at its discretion, determine the design, structure, procedure for the operation of the Platform, as well as make any changes to the operation of the Platform;

6.2.3. independently, at its discretion, determine the methods and means of advertising and promoting the Platform;

6.2.4. to systematize the Information about the Goods received from the Principal in order to post it on the Platform (the content of the information cannot be changed);

6.2.5. not post on the Platform or block the Information about the Goods provided by the Principal in the event that such information or such Goods do not comply with the requirements established by the Rules of Sale and Delivery;

6.2.6. to engage third parties for the fulfillment of obligations under the Agreement, for whose actions the Agent is responsible as for its own;

6.2.7. post on the Platform, as well as in advertising publications and social networks, news messages and other information posted on the official website of the Principal.

6.3. The principal is obliged:

6.3.1. post on the Platform reliable and up-to-date Information about the Goods;

6.3.2. ensure the compliance of the Information about the Goods posted on the Platform, as well as the Goods themselves, sold through the Platform, with the established requirements;

6.3.3. control the completeness and correctness of the Information about the Goods posted on the Platform, in case of errors or inaccuracies, immediately inform the Agent about it or eliminate them yourself;

6.3.4. use the services of the Platform strictly in accordance with their functional purpose in accordance with the Terms of Use of the Enex platform, do not take actions that are aimed at deteriorating the operation of the services of the Platform, their incorrect operation;

6.3.5. ensure the compliance of the Goods sold on the Platform with the quality and safety requirements established by the legislation of the Russian Federation;

6.3.6. pay the Agent's fee in accordance with the terms of the Agreement;

6.3.7. ensure the proper execution of the Purchase and Sale Agreements;

6.3.8. fulfill warranty obligations under the Sales and Purchase Agreements;

6.3.9. transfer, together with the Goods, information in writing about the procedure and terms for returning the goods of good quality (information is drawn up in the form of a printout of section 10 of the Rules of Sale and Delivery);

6.3.10. in case of reaching an appropriate agreement with the Agent, place the Platform logo, as well as a link to the Platform, on the main page of its official website or on the website of one or several of its official dealers (representatives);

6.3.11. provide the Agent with assistance in organizing interaction with the Buyers, including in the execution of the Sale and Purchase Agreements;

6.3.12. fulfill other obligations stipulated by the Agreement.

6.4. The principal has the right:

6.4.1. independently determine the assortment, quantity, price of the Goods, information about which is posted on the Platform;

6.4.2. set the minimum and (or) maximum possible volume of the Goods that can be ordered on the Platform;

6.4.3. independently or with the involvement of the Agent, change, add or delete the Information about the Goods posted on the Platform, including changing the price, assortment, characteristics of the Goods;

6.4.4. in agreement with the Agent, post advertising information on the Platform (about ongoing marketing campaigns, about the services provided, about applied discounts, bonus programs, other similar information);

6.4.5. establish additional conditions, the observance of which is necessary for the sale of the Goods (for example, the absence of the Buyer in certain sanction lists),

6.4.6. make proposals to improve the work of the Platform;

6.4.7. receive information from the Agent regarding the operation of the Platform without interfering with its economic activities.

7. The procedure for settlements and remuneration of the Agent

7.1. The Agent accepts an advance payment from the Buyers for completed Orders and, within 2 banking days from the moment of placing the Order, transfers the received advance payment to the Principal's current account, minus the agency fee. Prepayment is transferred if the Order has not been canceled.

7.2. The Agent's obligation to transfer the prepayment received for the Goods to the Principal shall be deemed fulfilled at the moment the funds are debited from the Agent's current account.

7.3. The payment of the agency fee is made by the Agent withholding it from the prepayment transferred to the Principal for the Goods. The Agent withholds remuneration for each Order.

7.4. The amount of the agency fee, as well as the procedure for transferring the fee received from the Buyers for the Goods to the Principal, are indicated in the Principal's personal account. By agreeing to these Terms, the Principal confirms that he has read and agrees with the provisions on the amount of the agency fee and the procedure for transferring payment for the Goods specified in the personal account.

7.5. Amounts payable to the Agent as the Agent's fee are not subject to VAT due to the Agent's application of the simplified taxation system (based on Article 346.11 of the Tax Code of the Russian Federation).

7.6. All expenses of the Agent for the fulfillment of the Agency's order, except for the expenses specified in clause 5.13. Agreements are included in the amount of the agency fee and in excess of this amount are not reimbursed by the Principal, unless otherwise provided by agreement of the Parties.

7.7. The Agent has the right to provide the Buyer with a discount on the Goods, including by applying a bonus program in accordance with the Rules of Sale and Delivery.

7.8. If the Buyer pays part of the cost of the ordered Goods with bonuses provided by the Agent, the Principal is obliged to reduce the price of the Goods by the amount of the discount provided by the Agent (the changed price is reflected in the Order and must be indicated by the Principal in the shipping documents). In this case, the Agent's remuneration will be reduced by the amount of the discount provided. If the discount provided by the Agent exceeds the agent's fee, then the Agent does not withhold the agent's fee, and also compensates the Principal for the difference between the amount of the possible agency fee and the amount of the discount.

8. Agent report

8.1. The Agent sends the Agent's report to the Principal in duplicate on a monthly basis no later than the tenth day of the month following the reporting one. The report is sent by e-mail, as well as on paper. In the absence of sales in the reporting period, the report for this period is not sent.

By agreement of the Parties, the Agent's Report can be generated in electronic form in the Principal's Personal Account.

8.2. The Agent's report must contain information about the sales of the Principal's Goods, including the total cost of the Goods sold on the Platform and the amount of remuneration withheld by the Agent.

8.3. If there are no objections to the report, the Principal must, within three days, sign and send one copy of the report to the Agent. It is allowed to send a scan of the signed report by e-mail, followed by sending it on paper - by mail.

8.4. If the Agent does not receive a copy of the report signed by the Principal or objections to it within 10 days from the date of sending the report, the report is considered accepted by the Principal without objections, and the services specified in the report are rendered.

9. Warranties of the parties

9.1. Each of the agency agreements guarantees that:

9.1.1. it is a legal entity (individual entrepreneur) duly created, registered and operating in accordance with applicable law;

9.1.2. it has all the necessary rights, including permissions and approvals, provided for by applicable law and constituent documents, to conclude an Agreement and fulfill its obligations under it;

9.1.3. she is not in a state of insolvency and supervision has not been introduced in relation to her and another bankruptcy procedure provided for by applicable law is not applied;

9.1.4. she is not aware of the existence of any current or potential legal proceedings, claims from government authorities or third parties that may interfere with the conclusion or execution of this Agreement.

9.2. The Principal guarantees that:

9.2.1. The goods belong or will belong to him on the right of ownership at the time of execution of the Order, the Goods are not pledged, are not under arrest, prohibition and are not subject to legal proceedings, and have no other encumbrances;

9.2.2. all Goods imported into the territory of the Russian Federation are properly released for free circulation in the territory of the Russian Federation or after January 1, 2010 released for domestic consumption in the territory of the Customs Union; customs clearance in relation to the Goods was carried out in full compliance with the requirements of the law, and in relation to the Goods there are no restrictions on its use or disposal;

9.2.3. The product meets the requirements of the legislation of the Russian Federation and the Eurasian Economic Union.

9.2.4. The Principal, persons affiliated with him, his representatives and employees will not use the Platform for the purpose of violating the rights of third parties to intellectual property, unfair competition or other violation of the law.

9.3. If circumstances arise that violate any of the guarantees, each of the Parties is obliged to notify the other Party about this within twenty-four hours.

9.4. If the party fails to comply with the guarantees specified in this section, the other party has the right to refuse to fulfill the agency agreement unilaterally. In this case, the contract is considered terminated from the moment the party receives the relevant notice of refusal to perform the contract.

10. Protection of confidential information

10.1. The Parties undertake to take all necessary measures to protect the Confidential Information and not disclose it to third parties without the written permission of the other Party.

10.2. The transfer of Confidential information by a Party without the appropriate permission of the other Party is possible only on the grounds provided for by the current legislation of the Russian Federation or at the request of a competent state or municipal authority.

10.3. The Party that has violated the obligations to protect the Confidential Information is obliged to compensate the other Party for losses incurred in connection with such violation.

10.4. The Agent processes personal data obtained through the Platform in accordance with the Privacy Policy.

11. Responsibility for failure to fulfill obligations

11.1. The Agent and the Principal are responsible for non-fulfillment or improper fulfillment of their obligations in accordance with these Terms and Conditions of the legislation of the Russian Federation.

11.2. Each of the parties is obliged to compensate the other party for losses caused by non-performance or improper performance of their obligations.

11.3. The Agent does not provide guarantees for the uninterrupted operation of the Platform and compliance with any terms for restoring its operability in case of interruptions in work.

11.4. The Agent does not guarantee the achievement of any quantitative indicators of the sale by the Principal of the Goods on the Platform, including the increase in the Principal's volume of sales of the Goods.

11.5. The agent is not responsible for:

11.5.1. for non-fulfillment or improper fulfillment of their obligations due to failures in telecommunication and energy networks, actions of malicious programs, as well as unfair actions of third parties aimed at unauthorized access and / or disabling the software and / or hardware complex of the Platform;

11.5.2. in connection with non-fulfillment or improper fulfillment of the terms of the purchase and sale agreement by the Buyer or the Principal;

11.5.3. for the compliance of the information provided about the Goods, as well as the Goods itself, sold through the Platform, with the requirements of the legislation and the Agreement;

11.5.4. for posting on the Platform the Information about the Goods provided by the Principal that violates the intellectual rights of third parties.

11.6. If the violation by the Principal of the requirements for the Goods / Information about the Goods established by law or the Agreement was the basis for the presentation of claims, lawsuits and / or orders to the Agent for the payment of penalties by state bodies and / or third parties (including rightholders and Buyers) The Principal undertakes to assist the Agent in the settlement of such claims and claims, as well as to reimburse the Agent for documented losses (including legal costs, costs of paying fines) caused to the Agent as a result of such claims, claims, instructions in connection with the violation of the rights of third parties and / or the current legislation of the Russian Federation as a result of the provision of services to the Principal, within 5 days from the receipt of the relevant request from the Agent and copies of documents confirming the losses.

11.7. The parties are not liable for non-fulfillment of contractual obligations if such non-fulfillment is the result of force majeure. The existence of force majeure circumstances must be documented by the competent authority.

11.8. In the event of force majeure circumstances, the term for fulfilling obligations is extended for the duration of such circumstances. The party for which the force majeure circumstances have arisen is obliged, within 5 (five) working days, to notify the other party in writing about the occurrence of unforeseen circumstances, including the estimated length of the period during which these circumstances will operate.

11.9. If the force majeure circumstances last more than 30 (thirty) calendar days, either party has the right to refuse to execute the Agreement.

12. Termination of the provision of services

12.1. Either of the parties can at any time refuse to fulfill the agency agreement by sending a corresponding notification to the other party. From the moment of termination of such an agreement, Information about the Goods shall be removed from the Platform. The Principal's access to the services of the Platform is terminated.

12.2. The funds received by the Agent from the Buyers as an advance payment for the Goods after the termination of the agency agreement shall be returned to the Buyers.

12.3. Termination of the agency agreement does not relieve the Principal from the obligation to fulfill the completed orders and pay the Agent remuneration under the Sales and Purchase Agreements concluded before the termination of the agreement, as well as reimburse the expenses provided for in clause 5.13. Termination of the agreement does not relieve the Agent from the obligation to transfer to the Principal the funds received from the Buyers before the termination of the Agreement.

13. Additional terms

13.1. Nothing in the Terms can be construed as granting any rights to the Parties through licensing or otherwise for trademarks, trade names, service marks, both registered and unregistered.

13.2. Questions arising from the execution of the agency agreement and not regulated in this document are subject to resolution in accordance with the legislation of the Russian Federation.

4.8. A User registered on the Platform as a Manufacturer does not have access to the Product purchase functionality in this account.

4.9. Users - legal entities and individual entrepreneurs can publish news on the Platform. The possibility of publishing news is provided in agreement with the Marketplace.

4.10. If there is no description of any Platform service in these Terms and Conditions, the use of such service is allowed in accordance with the interface available to the User.

5. Registration on the Platform

5.1. In order to gain access to a certain functionality of the Platform, the User must complete the registration procedure, as a result of which a unique account and a personal account will be created for the User.

5.2. The User registration procedure is carried out in accordance with the rules established by these Terms and Conditions and the current interface of the Platform.

5.3. Registration on the Platform is free of charge, unless otherwise specified in these Terms or in the agreement with the Marketplace.

5.4. When registering on the Platform, the User chooses who he registers as: Buyer or Supplier. If the value "Supplier" is selected, then the User needs to select the value "Manufacturer" or "Trading company". Any User has the opportunity to create additional accounts with a different status (for example, a Trading company can additionally register as a Buyer and/or Manufacturer).

5.5. The buyer is a legal entity or an individual entrepreneur can create subaccounts.

5.6. Self-registration is provided only for the Buyer. To register as a Supplier, the User must submit a request on the Platform via the feedback form

5.7. After registering on the Platform, the User's performance of any actions within the framework of using the Platform causes the emergence of the corresponding rights and obligations.

5.8. The Marketplace reserves the right to refuse the User registration on the Platform without explanation.

5.9. When registering on the Platform, the User undertakes to provide reliable and complete information and to keep this information up to date. If the User provides incorrect information, the Marketplace has the right, at its discretion, to block or delete the User's account and refuse the User to use the Platform. The Marketplace may request the User to provide documents confirming the accuracy of the data specified during registration.

5.10. Upon completion of the registration procedure, the User independently sets a password to access the account. The Marketplace has the right to set login and password requirements (length, allowed characters, etc.). An email address can be used as the User's login.

5.11. The username and password chosen by the User are necessary and sufficient information for authorization on the Platform. The user has no right to transfer his login and password to third parties, bears full responsibility for their safety, independently choosing the method of their storage

5.12. The User is solely responsible for the security (resistance to guessing) of the selected login and password, and also independently ensures their confidentiality. The User is solely responsible for all actions using the Platform services performed under his account.

5.13. The latter is obliged to inform the Marketplace immediately about any known case of unauthorized access to the Platform using the User's account.

5.14. If the password is lost, the User can restore it by filling out the "Restore password" form.

5.15. Regardless of the deletion of your account on the Platform, all obligations of the User, including valid Orders made through the Platform, remain in force until they are fully fulfilled.

6. Rights and obligations of the Marketplace and the User

6.1. The Marketplace has the right:

6.1.1. Block or delete the User's account / restrict the use of the Platform's functionality, delete Information about the Product in case the User violates these Terms or the terms of other documents regulating the relationship between the User and the Marketplace, as well as legal requirements.

6.1.2. In order to improve the operation of the Platform, collect information about the preferences of Users and how they use the Platform (the most frequently used functions, settings, preferred access time to the Platform), which is not personal data.

6.1.3. Delete user content, including at the request of authorized bodies or interested parties, if this content violates these Terms, legal requirements or the rights of third parties.

6.1.4. Temporarily terminate the operation of the Platform, as well as partially or completely terminate access to the Platform until the completion of the necessary maintenance and (or) modernization of the Platform. The User does not have the right to claim damages for such a temporary restriction of the availability of the Platform.

6.2. The Marketplace undertakes:

6.2.1. Eliminate the identified shortcomings in the operation of the Platform as soon as possible.

6.2.2. Refrain from any actions that may hinder the User from exercising the right to use the Platform granted to him.

6.2.3. Provide the necessary information on the use of the Platform at the request of the User.

6.2.4. To ensure the confidentiality and safety of all data received from the User, except in cases when such disclosure occurred for reasons beyond the control of the Marketplace, as well as with the exception of cases provided for by law.

6.3. The User has the right:

6.3.1. Use the Platform in the ways provided for by these Terms and Conditions, as well as the available Platform interface.

6.3.2. Receive information from the Marketplace related to the functioning of the Platform.

6.4. The User undertakes:

6.4.1. When using the Platform, do not violate the intellectual rights of the Marketplace, other Users or third parties.

6.4.2. Not to use the Platform for illegal actions.

6.4.3. Not to take actions as a result of which the operation of the Platform or its individual services may be disrupted.

6.4.4. Not to post any confidential or other prohibited information on the Platform.

6.4.5. Not to use the Platform for the dissemination of advertising information, except with the consent of the Marketplace.

6.4.6. Do not use the Platform for:

  • uploading content that promotes violence, cruelty, hatred and (or) discrimination on racial, national, sexual, religious, social grounds; contains false information and (or) insults against specific individuals, organizations, authorities;
  • representing yourself as another person or representative without sufficient rights, including employees of the Marketplace;
  • misleading about the properties and characteristics of any Product;
  • incorrect comparison of Goods, as well as the formation of a negative attitude towards any persons;
  • unauthorized access to the Platform's functions and services, any other systems or networks related to the Platform, as well as to any services/goods offered on the Platform.

7. Mailing conditions

7.1. The Marketplace has the right to send informational and advertising messages (notifications) to its users, such as: changes in the status of orders; responses to comments; responses to appeals; Manufacturers' news; Enex news; buyers' news; promotions and special offers; company news; other messages and notifications.

7.2. In the personal account, the User can set up a subscription at his discretion (to refuse certain categories of mailing lists or to prohibit it completely).

7.3. Sending some informational messages, for example, cash receipts, is necessary for using the Platform's services and cannot be disabled. If the User does not agree with the terms of this clause, he should refrain from using the Platform.

8. Requirements for reviews, comments, posted news

8.1. Users have the opportunity to leave reviews, comments and news on the Platform (Users who are legal entities or individual entrepreneurs can post news).

8.2. Reviews, comments and news are posted on the Platform after preliminary moderation by the Platform administrators.

8.3. By posting reviews/comments/news on the Platform, the User makes the information contained therein publicly available and assumes all risks associated with such posting.

8.4. The User is solely responsible for the content and form of the reviews/comments/news posted by him. The User guarantees that the reviews/comments/news do not violate the law and the requirements of these Terms.

8.5. If the reviews / comments / news posted by the User are the object of copyright or include such an object, then by publishing them, the User authorizes the Marketplace to use them in any way, including by reproduction, distribution, translation, making available to the public without limitation on the territory and term of use.

8.6. It is prohibited to post reviews, comments and news on the Platform that contain:

  • profanity, slander and insults, other information discrediting someone's honor and dignity;
  • false information;
  • obscene information;
  • personal data of third parties;
  • any other information, the public dissemination of which is prohibited in accordance with the law.

8.7. The Marketplace has the right to delete a review/comment/news if the User violates these Terms or legal requirements when posting such material.

9. Exclusive rights

9.1. All objects placed on the Platform, including design elements, text, graphics, illustrations, databases and other objects, are objects of the exclusive rights of the Marketplace and (or) Suppliers.

9.2. The use of objects (content) placed on the Platform is possible only within the framework of the functionality offered by the Platform. No elements of the Platform may be used in any other way without the prior permission of the copyright holder. In particular, copying, downloading and any other use of the Platform content for commercial purposes is prohibited without the prior written consent of the Marketplace and/or the Supplier.

10. Limitation of liability

10.1. The User uses the Platform at his own risk. The Marketplace does not assume any responsibility, including for the compliance of the Platform's functionality with the User's goals.

10.2. All Platform services are provided "as is", "as available", the Marketplace does not guarantee uninterrupted operation of the Platform and compliance with any deadlines for restoring its operability in case of interruptions in operation. Marketplace is not responsible for any delays, failures, errors in the operation of the Platform, incorrect or untimely delivery of messages. At the same time, the Marketplace undertakes to take all reasonable measures to prevent these malfunctions and promptly eliminate malfunctions (failures).

10.3. Marketplace is not responsible for non-fulfillment or improper fulfillment of its obligations due to failures in telecommunications and energy networks, malicious programs, as well as unfair actions of third parties aimed at unauthorized access and/or disabling of the software and/or hardware complex of the Platform.

10.4. The Marketplace is not responsible for the improper functioning of the Platform if the User does not have the necessary technical means to use it.

10.5. The Marketplace is not responsible for the loss of the User's registration data, including due to fraudulent actions of third parties.

10.6. The Marketplace is not responsible for losses that the User may incur as a result of the fact that his login and password became known to a third party through the User's fault.

10.7. Marketplace is not responsible for the content of User messages or materials (user content), any opinions, recommendations or advice contained in such content.

11. Final provisions

11.1. These Terms come into force from the moment of publication on the Platform and are valid until they are canceled (revoked) by the Marketplace.

11.2. These Terms and Conditions may be changed and/or supplemented by the Marketplace at any time unilaterally at its discretion without specifying the reasons and without obtaining anyone's consent, as well as without obtaining anyone's consent, as well as without any special notification of Users. The amended Terms come into force from the moment they are published on the Platform.

11.3. If, for any reason, one or more provisions of these Terms and Conditions prove to be invalid (unenforceable), this does not affect the validity or applicability of the remaining provisions.

11.4. The User and the Marketplace recognize all information received by the User in the course of the User's work with the Platform and receiving the services of the Marketplace as confidential (confidential information). The User undertakes not to disclose confidential information, except as provided by law or when such information is publicly available, or in agreement with the Marketplace.

11.5. The Marketplace undertakes to ensure the confidentiality of Users' personal data in accordance with the terms of the Privacy Policy.

11.6. The legislation of the Russian Federation applies to the relations formed in connection with the use of the Platform. These Terms are governed by and interpreted in accordance with the laws of the Russian Federation. Issues not regulated by these Terms are subject to resolution in accordance with the legislation of the Russian Federation.

11.7. Contacts for information about the operation of the Platform and the procedure for its use:

Enex LLC

Telephone: 8 800 707-56-00

E-mail: info@enex.market