Contract

1. Subject of the Contract, Its Conclusion, Modification, and Termination

1.1. Subject of the Contract

Cadabrica undertakes:

• (a) to carry out transactions related to the sale of Seller's goods through the Platform for a fee at the Seller's expense;
• (b) to carry out transactions with third parties involved in fulfilling specific obligations related to the sale of Seller's goods through the Platform for a fee at the Seller's expense;
• (c) to provide services to the Seller in accordance with the Appendices to the Contract, and the Seller undertakes to pay for them.

The rights and obligations arising from the transactions concluded by Cadabrica on behalf of the Seller within the framework of this Contract shall be directly vested in the Seller. Such transactions shall be considered concluded by the Seller and shall have binding legal force for the Seller in the relevant jurisdiction, including the Russian Federation, Hong Kong, the People's Republic of China, the Republic of Turkey, and the United States of America.

As part of the transactions related to the sale of Seller's goods, Cadabrica also performs the following actions:

• (a) providing the Seller with the opportunity to post offers for goods on the Platform, transmitting information about orders for the Seller's goods, and providing informational support to Customers;
• (b) developing, maintaining, and administering the Seller's personal account (PA).

The Seller authorizes Cadabrica to enter into contracts on behalf of Cadabrica and at the Seller’s expense with third parties for payment processing services from Customers (acquiring). The amount of Cadabrica's reward and the procedure for determining the amount of funds for third-party services are established in the "Commissions and Tariffs" section. The Seller pays Cadabrica a commission for fulfilling the agency mandate and transfers funds to pay for third-party services as stipulated in the Contract.

💡 We have drafted this offer from a legal perspective, but in practice, it's pretty simple. We will sell your goods and provide additional services both through our own efforts and by engaging third-party contractors. In exchange, we receive a fee.
We will jointly be responsible to buyers: we for the quality of service, Cargo for the quality of delivery, and you for the quality of the goods. More detailed information can be found in the "Liability" section.
If we need to engage third-party companies to provide certain services, we will enter into a contract with them in our name, and the cost of their services, along with our agency fee, will be billed to you. Details of the cost and mechanism are in the "Commissions and Tariffs" section.

1.2. Qualification of the Contract

The legal relationship between Cadabrica and the Seller is governed by the relevant provisions of civil legislation, including norms on paid services, agency, and commission, as provided in the Terms of Sale of Goods and Services, this Contract, and other applicable legal acts. The Contract is a framework agreement and is not public, in accordance with applicable legal norms. The Contract applies to all entities, including legal entities, individual entrepreneurs, and others authorized to sell goods.

💡 The terms of this Contract are governed by applicable civil law, and for clarity, we will not repeat basic legal concepts in the text. For example, the distinctions between an agent and a commission agent, as well as the specifics of these forms of interaction, can be found in the relevant sections of the law.
Moreover, this contract is not public, which means we are not obliged to conclude it with anyone who agrees to its terms. Therefore, we reserve the right to refuse cooperation with sellers at our discretion.

1.3. Conclusion and Duration of the Contract

The Contract is concluded by Cadabrica sending the text of the Contract (offer) with a notification of Activation and any subsequent actions by the Seller in the PA to fulfill the terms of the Contract (acceptance) within 365 days from the date of Activation (acceptance period). Any actions by the potential Seller in the PA prior to Activation do not constitute acceptance. Transactions made by the Parties through actions in the PA are considered concluded in writing using a simple electronic signature, in accordance with the provisions of the "Personal Account" section. All actions by the Seller in the PA during the period in which the Seller is successfully authenticated in the PA through the Cadabrica ID have legal significance. The Contract is considered concluded on the date of sending the notification of Activation. The Contract is concluded for an indefinite period and applies to relationships between the Parties arising from the date of the Seller's registration on the Platform.

💡 The conclusion of the contract with us is simple: after completing the registration, review the text of the contract and confirm your agreement with its terms. After verification, we will send you an offer email, which will confirm the conclusion of the contract. The date of conclusion of the contract is the date the notification of activation of your Personal Account is sent, and the acceptance is any action taken by you in the Personal Account. All actions performed in the Personal Account will have legal force and be considered signed with a simple electronic signature.
The contract will remain in effect until either party decides to terminate it.

1.4. Refusal of Activation

Cadabrica refuses Activation by sending a Notification specifying the reasons if the potential Seller:

• (a) provided incorrect details; or
• (b) failed the security check by Cadabrica's security service: in case the potential Seller has violated the terms of previously concluded contracts with Cadabrica or attempted fraud or other violations of the law; or
• (c) already has ten activated PAs with the same combination of Company/Entrepreneur details.
  In this case, Cadabrica refuses Activation of the eleventh PA or any subsequent PAs.
  If Cadabrica notifies of a refusal to Activate, the Contract is considered not concluded.
  The potential Seller has the right to dispute the refusal of Activation by providing evidence of the absence of reasons for refusal, and Cadabrica must review the dispute and provide a reasoned response within 7 calendar days. If no dispute is raised or evidence is not provided, the potential Seller does not become a Seller and cannot demand recognition of the Contract as concluded by Cadabrica, and Cadabrica has the right not to consider the dispute regarding the refusal of Activation on the same grounds without additional evidence or information.

💡 Before concluding the contract, we will verify your details and request information from the security service about any potential violations of the law or terms of previous contracts with us. We will also check if you attempted fraudulent activities or registered more than ten Personal Accounts using the same Seller details.
You have the right to dispute our decision, but you will need to provide evidence proving the absence of reasons for the refusal of activation. We are obligated to review your request and provide a reasoned response within 7 days. If new evidence is not provided, we will not consider your request again.

1.5. Modification of the Contract

Cadabrica has the right to unilaterally modify the terms of the Contract:

• no later than 14 days before it comes into effect:

  • to increase the volume of obligations;
  • to reduce the Seller’s rights;
  • to increase the amount of the fee
    (except for cases where different timeframes are provided in this section).

• no later than 7 days before it comes into effect:

  • to change the terms of the Regulations to the Contract.

• no later than 1 day before it comes into effect:

  • to decrease the amount of the fee;
  • to add or change services or technical capabilities of the Platform without increasing the fee;
  • to add or change services or their costs, which the Seller chooses and activates in the Personal Account independently;
  • to amend the List of prohibited goods to comply with legislation or to protect the life and health of Customers or Cadabrica employees;
  • to align the terms of the Contract with changes in legislation.

The Seller is obliged to regularly monitor the Personal Account and email for changes to the Contract.

In case of disagreement with the proposed changes to the Contract, the Seller must send a request to Cadabrica for termination of the Contract within 7 calendar days from the Notification of Changes.
Otherwise, such changes, from the date they come into effect, will be deemed agreed upon by both Parties, applied to their relationship, and become an integral part of the Contract.

💡 We may change the terms of the contract, notifying you in advance via email and the Personal Account:

• 7 days — in case of fee reduction or update of regulations,
• 14 days — for other changes.
  You have 7 days to refuse the new terms. If we don't receive an objection — the contract is considered updated. In case of emergencies (e.g., changes in the list of prohibited goods or by law), we will notify 1 day in advance.
  Individual adjustments upon request are not made — the terms are the same for everyone.

1.6. Suspension of Contract Performance by Cadabrica

Cadabrica has the right to unilaterally suspend the performance of its obligations under the Contract in whole or in part by notifying the Seller if:

• (a) the quality of the Seller's service decreases to critical levels as determined by Cadabrica;
• (b) the Seller has outstanding payments under the Contract;
• (c) for a specific product, if it has defects not agreed upon by the Parties or its condition does not match the Product Card or the requirements of the Contract;
• (d) the Seller does not comply with the terms of the Contract or violates third-party rights;
• (e) the Seller is not connected to the Electronic Document Interchange ("EDI"), if according to the terms of this Contract, the use of ("EDI") is mandatory;
• (f) for technical or other reasons.

During the suspension period, no charges will be made for services directly affected by the suspension.

💡 Sometimes unforeseen circumstances may arise, so we warn you that:

• We will stop selling problematic goods or suspend payments in case of outstanding debt or violation of contract terms;
• We will not charge for services that have not been provided.
  We will notify you of such decisions by email or through the Personal Account.

1.7. Termination of the Agreement

1.7.1. Notification of Refusal to Perform the Agreement

Any Party may refuse to perform the Agreement unilaterally and without court intervention by sending a Notification. To do this, it is necessary to inform the other Party of the decision.

1.7.2. Date of Termination of the Agreement

The Agreement is considered terminated on:

• (a) the day Cadabrica receives the Notification from the Seller — if the Seller disagrees with changes to the Agreement;
• (b) the day Cadabrica sends the Notification to the Seller — if the Agreement is terminated due to the Seller's violations;
• (c) the last calendar day of the reporting period following the reporting period in which the Notification was sent — in other cases.

💡 The date of termination will be considered:

• the day we receive a notification of termination from you — if you disagree with the changes to the agreement;
• the day we send you a notification — if we terminate the agreement due to your violations;
• in other cases, after the termination letter, the agreement will remain valid until the end of the next month. For example, if you notify us on March 15, the agreement will be terminated only on April 30.

1.7.3. Unilateral Refusal of the Seller to Perform the Agreement

The Seller has the right to unilaterally refuse to perform the Agreement if they disagree with the changes made to it.

1.7.4. Reasons for Termination of the Agreement by Cadabrica

In the case of unilateral refusal by Cadabrica to perform the Agreement due to violations by the Seller, the Notification will indicate one of the following reasons for termination:

• (a) if any of the Representations and warranties are found to be inaccurate, incomplete, or misleading;
• (b) if the Seller commits material breaches of the Agreement, such as:
  • failure to provide information about the product upon Cadabrica's request within 3 days of the request;
  • repeated (more than 2 times) violations of intellectual or other third-party rights;
  • repeated (more than 2 times) attempts to list or deliver poor-quality, prohibited, or counterfeit goods for sale on the Platform;
  • violation of the "Cadabrica Customer Communication Rules" section;
  • failure to meet payment obligations or deterioration of service quality to a critical level.

The Seller has the right to contest Cadabrica's refusal to perform the Agreement by providing evidence of the absence of violations or the accuracy and completeness of the Representations and warranties. Cadabrica is obliged to review the dispute within 7 calendar days. If Cadabrica provides a reasoned refusal to the contest, Cadabrica may disregard further challenges based on the same reasons in the absence of additional evidence and information.

💡 To terminate the agreement with you, we need serious grounds such as:

• Providing false, incomplete, or misleading representations and warranties;
• Failure to provide information about the product within 3 days of our request;
• Violating intellectual or other third-party rights more than twice;
• Attempting to list or deliver poor-quality, prohibited, or counterfeit goods on the platform;
• Violating the communication rules with customers;
• Failure to meet payment obligations, such as non-payment for services;
• Repeated violations of the timelines and procedures for goods removal as outlined in the agreement;
• Significant deterioration of service quality.
  You may contest our decision if there are grounds — we will review your request and provide a reasoned response within 7 calendar days. If no new evidence is provided, we will not be able to reconsider your appeal.

1.7.5. Procedure for Termination of the Agreement

Termination of the Agreement is carried out by the last calendar day of the reporting period following the reporting period in which the Notification was sent, in the following order:

• (a) On the date of the Notification, Cadabrica makes the Seller's goods unavailable for sale, suspends payments, and ceases the provision of services, except for:
  • services related to placing, preparing goods for removal, disposal, and actual removal of goods from Cadabrica’s warehouses — until the goods are picked up by the Seller or disposed of;
  • services related to customer returns and the fulfillment of already accepted but unfulfilled orders as of the Notification date — until the Reconciliation Act is signed;
• (b) The Parties arrange for the removal of goods from Cadabrica’s warehouses;
• (c) The Parties sign the Reconciliation Act and, if necessary, carry out final settlements. If, within 3 (three) business days of sending the Reconciliation Act, the Seller has not provided the signed Act or their version, the document is considered agreed upon in Cadabrica's version. If there is any outstanding debt by the Seller, Cadabrica has the right not to send the Reconciliation Act.

The Agreement remains valid in part as necessary to complete settlements and obligations that arose before its termination date.

If returns are received from customers after the termination of the Agreement, Cadabrica returns the paid funds to the buyers, but the goods themselves will not be returned to the Seller. The Parties acknowledge that Cadabrica is not obligated to compensate the Seller for the cost of such goods and may, at its discretion, dispose of, transfer to third parties, or sell them on its behalf.

💡 Sometimes a partnership needs to be concluded — in this case, we terminate the agreement at the end of the month following the month in which you received the notification. Immediately after the notification, we remove your goods from sale and suspend payments. However, we continue to perform only those actions necessary to complete the cooperation: preparing goods for removal, processing returns, and unfulfilled orders, as well as preparing a reconciliation act for all mutual settlements. You will have 3 working days to agree to it or send your version. If you don’t respond, we will consider our version as agreed upon.
If customers return goods after the termination of the Agreement, we will still refund them, but the goods will not be returned to the Seller or paid for. We gain the right to handle them as we see fit: dispose of, transfer to third parties, or even sell them on our behalf. This allows us to protect the interests of buyers without additional costs on our part.

1.8. Third Parties

The Seller authorizes Cadabrica at its discretion to:

• (a) independently perform the obligations under the Agreement;
• (b) involve third parties to perform the obligations. In this case, Cadabrica is responsible to the Seller for the actions or omissions of such third parties as for its own.

Cadabrica has the right to enter into agreements with Cadabrica Partners on behalf of and at the expense of the Seller if necessary to fulfill the Agreement. In this case:

• The Seller pays Cadabrica an agency fee for organizing services;
• The Seller transfers funds to pay for the services of Cadabrica's Partners;
• The amount of the agency fee and the calculation method for the services are specified in the "Commissions and Tariffs" section or in the Seller’s personal account.

Cadabrica may involve several Partners to perform one service in parts. The Parties agree that providing access to the software of third parties within such a mandate is not allowed and does not fall under Cadabrica's responsibilities.

In case of claims regarding the quality of services provided by Partners, the Seller authorizes Cadabrica to interact with such Partners, including collecting and transmitting information, as well as returning to the Seller the amounts to be reimbursed as a result of the consideration of claims.

We can perform our obligations under the agreement ourselves or with the involvement of other companies — for example, logistics or service partners. However, we remain responsible to you: if any contractors make a mistake, you will deal with us, and we will compensate you.

💡 To fulfill the agreement, we may also enter into contracts with other companies on our behalf but at your expense. For this, we charge an agency fee, which, along with the service costs, is reflected in the "Commissions and Tariffs" section or in your personal account. Sometimes, one service may require several contractors — we take that into account in advance.
Note: We do not provide third parties with access to our IT systems. All interactions regarding claims for the quality of services from our partners will be handled by us — you will not have to deal with them directly.

1.9. Ownership of Goods

The ownership of the goods transferred to Cadabrica remains with the Seller until:

• (a) the goods are delivered to the Customer — provided the Customer has not rejected the goods upon receipt;
• (b) or until Cadabrica independently sells the goods (in cases provided for by the Agreement).

Thus, the transfer of goods to Cadabrica's warehouse or logistics system does not imply the transfer of ownership to Cadabrica or third parties, except for situations explicitly provided for in the Agreement.

💡 Your goods remain your property until they are received by the buyer — or until we purchase them from you (if such an option is provided in the working conditions). Even if the goods are stored in our warehouse or delivered through us, it is not a sale, but rather a transaction under an agency or commission model.
This means that you retain control over the goods until they are actually delivered to the customer. This approach protects both you and us: we are not obligated to pay for unsold goods, and you do not transfer ownership of the goods to us without an agreed-upon buyout.

1.10. Assignment

The Seller is not entitled to assign and/or otherwise transfer its rights and/or obligations under the Agreement and/or in relation to any goods to third parties without the prior consent of Cadabrica. Cadabrica may assign and/or otherwise transfer its rights under the Agreement and/or in relation to any goods to any third party without the Seller's consent.

💡 To avoid confusion, you’re not allowed to transfer your rights or obligations under the contract to anyone else. For example, you can’t authorize a creditor to receive all payments on your behalf. But we can transfer rights: for instance, if our legal entity changes, a different company (not LLC "Dibix") may continue providing you services.

1.11. Entire Agreement

The Agreement contains the complete and exhaustive terms regarding its subject matter and supersedes all prior oral or written agreements between the Parties. Cadabrica makes no representations, warranties, or undertakings other than those expressly set forth in the Agreement.

💡 We’ve outlined all cooperation terms in this Agreement — in any dispute, this document takes precedence over any messages or verbal agreements.

1.12. Severability

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

💡 If a court finds any clause in the agreement invalid, the rest of the agreement will still remain in force.

1.13. Parts of the Agreement

Appendices to the Agreement and sections of the Agreement or its Appendices and Regulations are its integral parts.

💡 Make sure to read the regulations and appendices — they’re legally binding parts of the Agreement. The "Knowledge Base" is there to help you understand how the platform works, but unless directly referenced in the offer, it doesn’t hold legal power. If you see a contradiction between the contract and the Knowledge Base, go by the contract.

1.14. Testing of New Services

Cadabrica reserves the right to test new services or Platform features. The terms of participation in testing will be posted in the Seller’s Personal Account (PA) or sent in writing. If the Seller starts using the new services or features, this will be deemed as consent to participate in the testing and acceptance of the applicable terms.

Once usage of the new services or features begins, the testing terms become an integral part of this Agreement.

💡 Sometimes we let Sellers try new Platform features before they’re publicly available. We’ll post the terms in your Personal Account or send them directly. If you start using them, that means you’ve agreed to the testing conditions — which then become part of our agreement.

2. Sale of Goods

2.1. Personal Account

After registering on the Platform, the Seller gains access to their Personal Account. Terms of use are defined in the “Personal Account” section.

💡 You’ll have a personal dashboard to manage your sales. Details are in the "Personal Account" section.

2.2. Product Page

The Seller independently creates Product Pages in accordance with the “Product Page” section.

💡 To start selling, you need to create product pages yourself.

2.3. Product Requirements

The Seller’s goods must meet all the conditions specified in the “Product Requirements” section.

💡 Our moderators will not approve goods that don’t meet the “Product Requirements”.

2.4. Restrictions

Cadabrica may impose restrictions on the Seller regarding the sale of certain product categories or their delivery geography within specific service packages, as specified in the relevant Appendices to the Agreement.

💡 We may limit the sale or delivery of certain products in specific regions. We’ll publish or send the full list of restrictions in advance.

2.5. Pricing and Currency Conversion

The Seller sets the price of the goods and specifies it in the appropriate currency on the product page.
Cadabrica may change the price for the Buyer to encourage sales or cover expenses. However, settlements with the Seller will remain in their chosen currency.
The Seller authorizes Cadabrica to convert the price into the Buyer’s currency, including a currency markup.

💡 You set your own price and currency. We may increase the buyer’s price — your earnings remain unchanged.

2.6. Discounting

2.6.1. Discounting

Cadabrica may offer a discount to the Customer on behalf of the Seller in case of damaged packaging or other minor defects. The discount amount is determined by Cadabrica, but the Seller can set a different amount (no less than 75% of the proposed amount).
If the goods are stored in Cadabrica’s warehouse — the Seller may refuse the discount and arrange retrieval. For goods shipped from the Seller’s warehouse — the Seller must set the discount and upload defect photos.

💡 We may discount a damaged item. If you disagree, you can retrieve it. If it’s at your warehouse — upload photos and apply a discount.

2.6.2. Discounts Without Minimum Price Consideration

Cadabrica may discount slow-selling goods in its warehouse without regard to the minimum price. The Seller will be notified and can opt out of the promotion.

💡 If your item isn’t selling, we may discount it and include it in a promo. You can always opt out.

2.7. Other Sale Conditions

Cadabrica defines all sales conditions except the price. This includes return conditions, which must be no worse than those required by law.

💡 You set the price, we set the sales conditions — and they may be even more customer-friendly than the law requires.

2.8. Order Cancellation

Cadabrica may cancel the Seller’s order if terms are violated. The Seller is responsible for the consequences.

💡 If you break the rules, we may cancel orders. That affects the quality of service.

2.9. Customer Communication & Support

2.9.1. Communication Methods

The Seller communicates with Customers via chat, dedicated number, and responses on the product page, following the “Customer Communication Rules” and applicable laws.

💡 Use chat and product pages to talk to customers. If a customer contacts support, we’ll pass their question on to you.

2.9.2. Chat with Customer

Sharing contact details between Customer and Seller is prohibited. All communication must occur within the Platform. Violations may lead to blocking.

💡 No contact sharing allowed. All chat stays on the platform. Violations lead to blocks.

2.10. Product Returns

The return procedure is described in the “Product Returns” section.

💡 Customers can return products. Full details are in the “Product Returns” section.

2.11. Product Disposal

Cadabrica may dispose of the Seller’s goods from its warehouse upon instruction or presumed consent.

💡 If an item stored with us can’t be sold — we may dispose of it, according to the rules.

2.12. Service Quality Metrics

Established by Cadabrica as per the “Service Quality Metrics” section.

💡 We monitor prices, shipments, and quality. Full list of metrics — in a separate section.

2.13. Representations and Warranties

The Seller provides Cadabrica with representations and warranties as specified in the “Representations and Warranties” section.

💡 You must comply with all requirements from the “Representations and Warranties” section.

2.14. Confidentiality and Personal Data

The Seller must comply with the “Confidentiality and Personal Data” section.

💡 When you get customer data, store it securely and don’t share it.

2.15. Communication Rules

All notifications:

• are written in Russian;
• are sent via PA and/or email;
• are deemed received on the day sent before 8:00 PM MSK, or the next day if sent later.

The Seller must regularly check their PA and email.

💡 We’ll send important info to your personal account and email — check both regularly.

2.16. Changes in Addresses and Details

The Seller must report any changes within 1 business day.
Cadabrica updates the information within 1 business day, or within 7 calendar days for bank details.

💡 Changed your info? Let us know within a day — we’ll update everything promptly.

2.17. Support Service

Contact us at market@cadabrica.ru — this is the main support email.

2.18. Notifications

The Seller agrees to receive notifications from Cadabrica via email and phone, including informational and promotional messages.

💡 We’ll only send useful stuff: webinars, updates, platform tips.

2.19. Inserts in Orders

Orders may include samples and promotional materials from other Sellers.

💡 We may add product samples to your order. That’s called sampling.

2.20. Self-Employed Sellers

The specifics for self-employed Sellers are described in the “Self-Employed” section.

💡 Self-employed individuals can sell too — all rules are in a dedicated section.

2.21. Seller’s Product Buyout

2.21.1. Irrevocable Offer

The Seller provides a buyout offer upon placing stock in the PA.
Cadabrica may accept the offer before the goods are returned to the Seller.

💡 By listing stock, you agree to a buyout. Acceptance happens when we place an order.

2.21.2. Offer Acceptance and Price

The Seller, through an irrevocable offer, grants Cadabrica the right to conclude a purchase agreement for any product listed by the Seller on the Platform. The Parties agree that such offer is deemed made at the moment Cadabrica receives an order for a product via the Platform, and the Seller's consent is confirmed by the act of listing product stock in their Personal Account.

Acceptance of the offer is deemed to occur when Cadabrica sends the Seller a report on purchased products through the Personal Account. From the date of that report's publication, a purchase agreement is considered concluded for all listed items, including agreement on their price.

The Parties confirm that the purchase agreement governs relations starting from the moment of the transfer of ownership of the respective product. The method of determining the product's buyout price is set out in the "Commissions and Rates" section of the Platform. The declared product value stated in the universal transfer document ("UPD-2"), the delivery-acceptance act, or any other document is not considered in the buyout price calculation.

Delivery of the purchased products is carried out at the Buyer's expense, by logistics partners accredited on the Platform, to the address listed in the Seller's Personal Account, according to the applicable rates published in the "Commissions and Rates" section.

From the moment the purchase agreement is concluded, the provisions of this Agreement no longer apply to the purchased product, except for sections:

• "Liability";
• "Personal Account";
• "Product Requirements";
• "Representations and Warranties";
• "Confidentiality and Personal Data"; and clause 2.22 of this Agreement.

💡 This section describes the mechanism for concluding a purchase agreement between the Seller and Cadabrica: the offer is automatically formed when product stock is listed in the Personal Account, and acceptance occurs when Cadabrica sends a report on purchased products. It also includes the rules on price agreement, buyer-paid delivery, and which Agreement provisions continue to apply post-buyout.

2.21.3. Transfer of Ownership

The ownership of the Goods transfers to Cadabrica on the latest of the following dates:

• (a) when services are provided under Appendix No. 1 to the Agreement — the next calendar day after the Goods are shipped from the Warehouse for delivery, provided the Goods were transferred to Cadabrica in accordance with Appendix No. 1;
• (b) when services are provided under Appendix No. 2 to the Agreement — the next calendar day after the actual transfer of the shipment containing the Goods from the Seller to Cadabrica;
• (c) the first day of the calendar month in which the Seller receives a report on the purchased Goods.

💡 From the moment the ownership of the Goods transfers to Cadabrica, Cadabrica is entitled to dispose of them at its discretion, including selling them to third parties, including for subsequent resale within the territory of the Russian Federation and/or abroad.

The ownership of the Goods will transfer to Cadabrica depending on which date occurs later:

• the day following the shipment of the Goods from the warehouse for delivery,
• the day following the actual transfer of the shipment containing the Goods,
• or the first day of the month in which we send you a report on the purchase.

After that, we may dispose of the Goods, including selling them in Russia or abroad.

2.21.4. Reporting Documents

A Seller registered as a VAT taxpayer in their jurisdiction must, within 5 (five) business days after receiving a report on purchased Goods from Cadabrica, send an invoice and/or other document required by local legislation through the electronic document management system ("EDI"), containing data fully consistent with the report on purchased Goods.

Given that the actual transfer of the Goods to Cadabrica occurs before the conclusion of the sale and purchase agreement, and considering the regular nature of supplies, the Parties have agreed that the relevant document (including an invoice, if applicable) is not a transfer document, may cover multiple deliveries over a specific period, and serves solely as a tax document to confirm the transaction.

A Seller who is not a VAT payer must, within 3 (three) business days from the moment a document confirming the purchase of the Goods (e.g., UPD-2 or its international equivalent) is posted in the Seller’s personal account:

• a) if there are no discrepancies — sign the document using a simple electronic signature (SES) or other means provided by the Platform and/or local legislation;
• b) if there are discrepancies — send Cadabrica a substantiated discrepancy protocol in the form established by Cadabrica. The data on the Goods in the protocol must match the report on purchased Goods.

Cadabrica undertakes to review the received objections within 5 (five) business days and, if necessary, send the Seller an updated version of the document. The Seller must, within 3 (three) business days after receiving the updated document, sign it or reiterate discrepancies.

If the Seller fails to send a signed document or a discrepancy protocol within the specified deadlines, the document posted in the personal account:

• a) is considered duly signed by the Seller,
• b) is deemed agreed by the Parties (the signing date is considered the last day of the specified period),
• c) serves as sufficient grounds for settlements between the Parties and confirmation of agreed terms, including the price.

The Parties acknowledge that the report on purchased Goods sent through the Personal Account is a proper primary accounting document confirming the transfer of ownership of the Goods from the Seller to Cadabrica.

💡 If you pay VAT, send an invoice within 5 business days after the purchase report. If you don’t pay VAT, sign our document in the Personal Account within 3 days or send discrepancies. Key point: the purchase report confirms the transfer of Goods and initiates document flow.

2.21.5. Payment Procedure

The Goods are considered purchased at the moment of their transfer to the Buyer. Cadabrica pays for the purchased Goods within 5 (five) business days after receiving a properly executed ("UPD-1") from the Seller via ("EDM") or, in cases provided by the Agreement, after the Seller approves UPD-2 in the Personal Account.

If the Seller fails to send a signed UPD-1 within the specified period or sends a UPD-1 with data that does not match the report on purchased Goods, Cadabrica may, at its discretion:

• (a) suspend payment for any purchased Goods, including but not limited to Goods for which a correct UPD-1 is missing; and/or
• (b) suspend the transfer of funds to the Seller for sold Goods under this Agreement.

In case of repeated violations by the Seller of the deadlines specified in this clause or if the deadline for sending UPD-1 is violated for more than 1 calendar month, Cadabrica may unilaterally suspend, in whole or in part, the performance of its obligations under the Agreement.

The Seller undertakes to compensate Cadabrica for losses incurred due to the Seller’s breach of its obligations under the sale and purchase agreement.

💡 Goods are considered purchased after transfer to the Buyer. To receive payment, send ("UPD-1") (if "NDS" applies) or approve ("UPD-2") in the Personal Account (if no "NDS"). Payments are made within 5 business days after a correct document. Errors or delays hinder payment. Systematic violations may lead to suspension of cooperation.

2.21.6. Condition of Goods

If the Goods were transferred without considering their expiration dates, Cadabrica may deem such a transaction subject to return at the Seller’s expense. The Seller must ensure that the Goods comply with all conditions specified in the “Requirements for Goods” section of this Agreement, including requirements regarding the expiration date of the Goods.

Goods with hidden defects that could not be detected through ordinary acceptance methods are subject to return to the Seller throughout the entire shelf life of the Goods. If such defects are discovered after the transfer of the Goods, Cadabrica may demand the return of the Goods by the Seller with reimbursement of all incurred expenses.

💡 If Goods are sent with an expiring shelf life or defects, Cadabrica may return them at the Seller’s expense. For hidden defects, returns are possible throughout the shelf life — expenses are also borne by the Seller.

3. Remuneration, Reporting Documents, and Payment

3.1. Cadabrica’s Remuneration

Cadabrica’s remuneration consists of:

• (a) a percentage rate of the sale price of the Goods set by the Seller in the Personal Account (Sales Remuneration);
• (b) remuneration for performing agency tasks by concluding, on behalf of Cadabrica and at the Seller’s expense, agreements with third parties engaged to fulfill specific obligations related to the sale of the Seller’s Goods through the Platform (Agency Remuneration);
• (c) remuneration for services provided in accordance with the terms of the Agreement and its Appendices.

The amount of Sales Remuneration and the cost of services under the Agreement are specified in the “Cadabrica Commissions and Tariffs” section. Cadabrica may display a preliminary cost of services in the Personal Account, which is for informational purposes only and is not final.

The fee for using the Platform consists of:

• Sales Remuneration;
• Agency Remuneration;
• The cost of additional services specified in the Agreement and its Appendices.

💡 The Platform usage fee includes: sales commission, agency remuneration, and payment for additional services. Current tariffs are available in the “Cadabrica Commissions and Tariffs” section. Preliminary costs in the Personal Account are for reference only.

3.2. Submission of Reporting Documents to the Seller

Cadabrica undertakes to provide the Seller with the following documents (Reporting Documents) in the Seller’s Personal Account within 5 business days from the end of each reporting period (calendar month), but no later than the 8th day of the following month:

• (a) a report on the sale of Goods;
• (b) UPD-1 (Unified Tax Document) for the sales report;
• (c) UPD-1 covering all types of services and works, the cost of which is not included in the Sales Remuneration;
• (d) a report and act of completed completed works for the execution of agency tasks related to concluding transactions with third parties engaged to fulfill specific obligations related to the sale of the Seller’s Goods through the Platform (at Cadabrica’s discretion, with or without additional documents confirming incurred expenses); Cadabrica may include services provided in previous periods in the report and act of completed works if necessary information from third parties is received late;
• (e) other documents, if necessary.

💡 Reporting documents will be posted in the Seller’s Personal Account within 5 business days of each month, but no later than the 8th of the month. The documents contain all information for the previous month, although services provided by partners may include data from previous reporting periods.

3.3. Invoices and Receipts

Cadabrica issues documents confirming transactions, including universal transfer documents, invoices, and receipts, in accordance with applicable legal regulations and considering the specifics of international trade, unless otherwise stipulated by the Agreement.

Cadabrica sends the Seller invoices for transactions concluded with third parties on behalf and at the expense of the Seller within 60 calendar days from the end of the relevant reporting period in which the respective services were provided. The Seller authorizes Cadabrica to align the name and scope of services provided by third parties with the terms of this Agreement. The Seller agrees that the names and scope of services received from third parties may differ from the wording used in the invoices sent by Cadabrica. The Seller may request details of services provided by third parties through Cadabrica’s support service.

In the case of sales to legal entities, the Seller authorizes Cadabrica and/or its authorized representatives to issue and send, on behalf of the Seller, the relevant primary accounting documentation (UPD, invoices) for the order amount within the deadlines set by applicable regulations.

For sales to individuals, the Seller authorizes Cadabrica to indicate the contact number of Cadabrica’s customer support service in receipts generated to comply with fiscal accounting legislation requirements instead of the Seller’s contact phone number.

The value-added tax (VAT) rate applied to the Goods is indicated by Cadabrica based on the information provided by the Seller in the product card. If the Goods are subject to mandatory labeling, the Seller must provide Cadabrica with the correct labeling code for inclusion in the documents. The Seller bears full responsibility for the accuracy of the provided data on the tax rate and labeling code. In case of claims, sanctions, or demands from regulatory authorities due to the inaccuracy of this data, the Seller undertakes to reimburse Cadabrica for all incurred losses and expenses.

💡 Cadabrica prepares all necessary accounting documents and sends them to Buyers. The Seller must provide accurate data — the Seller is responsible for errors.

3.4. Use of EDI

The use of electronic document management ("EDI") systems is mandatory for the Parties for the exchange and approval of Reporting Documents. Signing and exchanging documents is carried out exclusively through EDI platforms approved by Cadabrica, the list of which is specified in the Seller’s Personal Account. Electronic documents duly signed through such systems have legal force equivalent to paper documents in accordance with applicable international commercial and civil law regulations.

3.5. Document Approval Without EDI

If the Seller, for any reason, is not connected to the ("EDI") system, they bear all risks and responsibilities associated with the inability to receive, sign, or send documents through such a system. The Parties acknowledge that the posting of Reporting Documents by Cadabrica in the Seller’s Personal Account is sufficient confirmation of Cadabrica’s fulfillment of its obligations to provide them.

The absence of objections from the Seller, sent within the procedure and deadlines specified in the Agreement, is considered unconditional acceptance of the provided services and approval of the relevant documents. All information displayed in Cadabrica’s accounting systems and the Seller’s Personal Account is recognized as the primary and reliable source of data on the performance of the Parties’ obligations, including matters related to reporting and settlements.

💡 If you categorically refuse to connect to ("EDI"), you will not have signed copies of Reporting Documents. Instead, we will send Reporting Documents to the Personal Account and consider them approved if no objections are received. All information about documents and payments in the Personal Account will be considered accurate, making it the primary source of up-to-date and reliable information about our cooperation.

3.6. Approval of Reporting Documents

The Seller must, within 5 (five) business days from the moment Reporting Documents are posted in the Personal Account or sent through the EDM system: – if there are no objections — sign the documents; – if there are discrepancies — submit a substantiated discrepancy protocol to Cadabrica in the prescribed form.

Upon receipt of such a protocol, Cadabrica makes acceptable changes within a reasonable timeframe and resends the documents for signing. In this case, the Seller must sign the updated documents without further unjustified delays.

If the Seller takes no action within the specified period, the Parties acknowledge that the documents signed unilaterally by Cadabrica are considered duly approved and accepted by the Seller. The approval date is considered the last day of the specified period for providing feedback.

Such documents serve as sufficient grounds for settlements between the Parties and confirm the Seller’s agreement with the scope of services provided, accrued amounts, and other conditions reflected in the Reporting Documents.

💡 The Seller must sign Reporting Documents or send a substantiated discrepancy protocol within 5 business days. If no response is received, the documents are considered approved. Signed or accepted reports confirm settlements and the terms of provided services.

3.7. Transfer of Funds to the Seller

As part of fulfilling the Seller’s instructions, Cadabrica organizes the receipt of payments from Buyers for sold Goods and subsequently transfers funds to the Seller’s bank account, deducting Cadabrica’s remuneration and other withholdings stipulated by the Agreement. The transfer of funds is carried out based on interim sales reports posted in the Personal Account, in the following order:

Cadabrica makes payments for each calendar week (hereinafter — Settlement Week) within 2 (two) business days from the Payment Day. The Payment Day is Wednesday, falling on the 24th calendar day from the end of the respective Settlement Week. If the Payment Day falls on a non-working or public holiday, the transfer is made on the next business day.

If the end of a Settlement Week coincides with the end of a calendar month, Cadabrica, as part of the nearest payment for such a Settlement Week, conducts a final settlement for the entire calendar month, transferring to the Seller the remaining funds due under the Reporting Documents, minus payments made earlier in the month.

For settlements between countries such as Turkey, China, the USA, and other countries trading on the Platform, the minimum payout amount may be equivalent to 15,000 USD.

Other mechanisms and conditions for mutual settlements, including currency conditions and additional requirements, may be specified in the special “Mutual Settlements” section or agreed individually between the Parties within the framework of the concluded Agreement.

💡 Cadabrica accepts payments from Buyers, deducts commissions, and transfers the remaining funds to the Seller weekly according to an established schedule. Payments are made based on reports in the Personal Account. For international Sellers, a minimum transfer amount and separate settlement conditions apply.

3.8. Reconciliation Acts

At the end of each calendar quarter, no later than the 15th day of the month following the reporting period, Cadabrica may post a reconciliation act of mutual settlements for the past quarter in the Seller’s Personal Account. Such an act is subject to review and confirmation by the Seller within 15 (fifteen) business days from the date of posting.

If there are no objections, the Seller confirms agreement with the data specified in the act by activating the relevant function in the Personal Account. If there are objections, the Seller must, within the specified period, send a substantiated revised version of the reconciliation act through the Personal Account, containing a list of specific documents with discrepancies. Objections not accompanied by corresponding grounds and documents are considered unsubstantiated.

Cadabrica reviews the received objections within a period not exceeding 5 (five) business days and, if necessary, sends an updated version of the reconciliation act, taking into account agreed changes. The Seller must review the updated act within 3 (three) business days and confirm it or resend discrepancies.

Final reconciliation must be completed by the Parties before the end of the next reporting quarter. If the Seller fails to perform reconciliation actions within the specified deadlines or does not provide substantiated objections, the reconciliation act posted by Cadabrica in the Personal Account is considered duly agreed by the Parties and confirms the accuracy of mutual settlements for the past period.

Interim reconciliation acts within the reporting quarter are not provided.

💡 At the end of each quarter, Cadabrica posts a reconciliation act in the Personal Account. The Seller must confirm it or send substantiated objections within 15 business days. If this does not happen, the act is considered agreed.

4. Liability

4.1. General Provisions

In case of non-fulfillment or improper fulfillment of the Parties’ obligations under the Agreement, each Party is liable in accordance with the provisions of the concluded Agreement. In cases where specific provisions are not regulated by the Agreement’s terms, liability is determined in accordance with applicable legislation governing these legal relations.

Breaching the terms is unacceptable for both Parties — Cadabrica and the Seller are obliged to comply with contractual obligations. Any deviations entail consequences: either under the terms of the Agreement or, in their absence, in accordance with applicable international or national law in the relevant jurisdiction.

💡 Both Parties must comply with the Agreement’s terms. Violations entail liability under the Agreement or applicable law.

4.2. Compensation for Damage and Losses

The Seller undertakes to compensate Cadabrica (or another operator company acting under the Agreement) for incurred losses and damages, including but not limited to:

• if the Seller’s breach of the Agreement’s terms caused property losses to Cadabrica;
• if the provisions of the “Representations and Warranties” or “Confidentiality and Personal Data” sections were violated;
• if the actions (or inaction) of the Seller or third parties engaged by them caused Cadabrica to be held liable under civil or administrative law.

Compensation applies to all losses incurred both during the Agreement’s term and for obligations arising before its termination.

Such amounts are payable based on a demand sent by Cadabrica to the Seller’s Personal Account or email and may be deducted from subsequent payments.

💡 Compensation for losses applies both during the Agreement’s term and for obligations before its termination. Amounts are payable upon demand sent to the Personal Account or Seller’s email and may be deducted from subsequent payments.

4.3. Limitation of Cadabrica’s Liability

4.3.1. To the maximum extent permitted by law, the Parties have agreed on the following:

• (a) any claims against Cadabrica under or in connection with this Agreement are limited solely to compensation for actual, documented damages. Under no circumstances do such claims include lost profits, indirect, punitive, incidental, or other similar losses;
• (b) Cadabrica is released from liability for non-fulfillment or improper fulfillment of its obligations if the Seller does not send a written claim within 30 (thirty) calendar days from the moment they learned or should have learned of the respective breach;
• (c) Cadabrica is not liable for transactions between the Seller and Buyers, except in cases where the Buyer’s rights were violated due to Cadabrica’s fault. In such cases, Cadabrica compensates the Seller for documented losses if the Seller promptly notifies Cadabrica of the received claim and ensures Cadabrica’s participation in its consideration. However, Cadabrica is not liable for the quality of Goods if they were transferred in intact factory or Seller’s packaging without signs of tampering;
• (d) The Seller undertakes to protect Cadabrica from any claims and demands of third parties related to the Goods and/or the performance of this Agreement and to compensate Cadabrica for all property losses and expenses incurred in connection with such claims;
• (e) Cadabrica is not liable for non-fulfillment or improper fulfillment of obligations due to the Seller providing inaccurate, incomplete, misleading, or incorrect information or assurances;
• (f) Cadabrica is not liable for non-fulfillment, delay, or improper fulfillment of its obligations due to failures, malfunctions, or errors in information systems, including failures in data transmission and API integration. Such circumstances are not considered a refusal to fulfill obligations under Articles 310 and 782 of the Civil Code of the Russian Federation and are not regarded as a breach of the Agreement’s terms.

💡 We compensate only for actual damages if they genuinely arose due to our fault and you promptly informed us of the issue. We are not responsible for lost profits, complaints about Goods in intact packaging, technical failures, or errors caused by incorrect data from the Seller. You are responsible for your Goods and must protect us from third-party claims.

4.3.2. Cadabrica is released from liability for non-fulfillment or improper fulfillment of its obligations in the event of force majeure circumstances, including but not limited to: military actions, combat operations, emergency or martial law, terrorist acts, mass riots, transportation infrastructure blockades, aircraft crashes, technical disasters, governmental or other regulatory restrictions, and other events beyond reasonable control.

💡 We are not responsible for fulfilling obligations if it becomes impossible due to extraordinary circumstances — military actions, riots, emergencies, equipment failures, or other threats. As soon as the situation stabilizes, we will resume operations as usual.

4.4. Actions of Cadabrica in Case of Discovery of Goods Deemed Lost

If Cadabrica subsequently discovers Goods for which compensation was previously paid to the Seller due to their loss or shortage (in accordance with the terms of the Agreement’s Appendices), Cadabrica may, at its discretion:

• sell the said Goods on its behalf and for its benefit, with the Parties acknowledging that ownership of such Goods transfers to Cadabrica from the moment of payment of the respective compensation;
• or return the said Goods to the Seller, deducting the amount of the previously paid compensation from future payments.

This procedure is applied to avoid unjustified double compensation to the Seller in case of subsequent discovery of previously compensated Goods.

💡 If we find Goods for which we already paid compensation, we may either sell them on our behalf (as they are considered ours) or return them to you and deduct the compensation amount from subsequent payments.

4.5. Force Majeure Circumstances

The Parties are released from liability if obligations are not fulfilled due to force majeure. If such circumstances persist for more than 6 consecutive months, each Party may terminate the Agreement without compensation for losses.

💡 Force majeure: exemption from liability in extraordinary circumstances, with the possibility of terminating the Agreement after 6 months of their duration.

4.6. Other Liability Measures of the Parties

Additional liability measures for the Parties may be provided in the Appendices to the Agreement.

💡 Once again, a reminder: carefully read the Appendices to the Agreement. They may also contain important information about mutual liability.

4.7. Applicable Law and Dispute Resolution

This Agreement is governed by and interpreted in accordance with the substantive law of the Russian Federation, excluding conflict of law rules. The Parties make every reasonable effort to resolve any disputes, disagreements, or claims arising from or related to this Agreement through negotiations and good-faith cooperation.

The period for considering claims is 30 (thirty) calendar days from the date of receipt of the respective notification. Cadabrica (or another authorized party) may request additional information and documents from the Seller necessary for considering the claim. If the requested information is not provided within a reasonable timeframe, Cadabrica may refuse to satisfy the claim.

If a dispute cannot be resolved through negotiations, it is subject to resolution in the competent state arbitration court at Cadabrica’s location — the Arbitration Court of the City of Moscow, unless otherwise agreed by the Parties in writing.

To confirm the actions performed by the Seller, including through integration via the Cadabrica API, as well as the Parties’ fulfillment of obligations under this Agreement, the Parties recognize the legal force of technical logs and other electronic records created and stored in Cadabrica’s systems. Such evidence includes (but is not limited to): technical logs, protocols, electronic messages, log files, Cadabrica API requests and responses, and other digital information.

💡 The Agreement is governed by Russian Federation law. All disputes between the Parties must be resolved through negotiations within 30 days from the receipt of a claim. If resolution is impossible, the dispute will be considered in the Arbitration Court of the City of Moscow. Electronic records created in Cadabrica’s systems, including logs and API data, are recognized as evidence of the Parties’ actions.