Public Offer to Sellers (Agreement with Sellers)

1. Subject of the Offer

1.1. This public offer (the “Offer”) is an invitation from the Operator (INTERNATIONAL DIGITAL RETAIL S.R.L., Romania) to any User intending to sell goods via the EXPRESS.MARKET platform to conclude a service agreement for access to the platform under the terms set forth below. Acceptance of this Offer occurs when the User takes actions indicating agreement with its terms—specifically, by ticking the box agreeing to the terms during Seller registration on the Site or by actually listing goods for sale through the platform. After accepting the Offer, such User obtains the status of Seller, and the Operator and Seller are collectively referred to as the “Parties.”

1.2. Subject of the Agreement: The Operator undertakes to provide the Seller with advertising and informational services, namely to grant the Seller the right to list product information on the Site and ensure its visibility to an unlimited number of visitors, as well as to forward to the Seller any purchase orders from third parties (“Buyers”) for those products, for subsequent order fulfillment. In turn, the Seller agrees to comply with this Agreement’s terms and to pay the Operator’s fees, if applicable (see Section 5).

1.3. The Parties acknowledge that the Operator is not the initiator or direct party to any sale and purchase transactions entered into between the Seller and Buyers. The Operator does not act as a seller of goods, does not acquire title to goods, and bears no obligations as a seller or supplier toward Buyers. The Operator’s role is limited to providing the technological platform and related services enabling Sellers and Buyers to find each other and enter into legally binding sale and purchase relationships. The Operator is not a seller, purchaser, consignee, agent, or representative of the Seller in connection with any goods transactions. Transactions facilitated via the Site are executed without the Operator’s direct or indirect involvement, and the Operator bears no liability arising from such transactions.

1.4. The Seller guarantees that it holds all necessary rights and authority to sell the listed goods, and that performance of its obligations under this Agreement and any transactions with Buyers does not infringe any third-party rights or violate any applicable laws governing the Seller or the goods sold.

1.5. Integral parts of this Agreement include the Site Usage Rules (User Agreement) and EXPRESS.MARKET policies governing specific matters: Return Policy, Privacy Policy, Prohibited Products and Content Moderation Policy, Packaging and Logistics Requirements, and others. The Seller agrees to adhere to the provisions of these documents. In case of any conflict between this Offer’s terms and other policies, the terms of this Offer prevail (except where a policy imposes stricter legal requirements).

2. Procedure for Acceptance and Term of the Agreement

2.1. The Agreement between the Operator and the Seller is deemed concluded upon the Seller’s acceptance of the Offer. Acceptance occurs when the Seller registers on the Site as a Seller and agrees to these terms (by ticking the box or clicking the confirmation button), or by otherwise beginning to use the Operator’s services to list product offers.

2.2. This Offer is effective in the version published on the Site at the moment of acceptance. The Operator may amend the Offer’s terms and/or withdraw the Offer unilaterally at any time. Any changes to the Offer’s terms take effect from the moment the updated text is posted on the Site or as otherwise specified by the Operator. Continued use of services after changes take effect constitutes acceptance of those changes. If the Seller does not agree to the updated terms, they must cease using the platform (stop selling) and notify the Operator of contract termination.

2.3. The Agreement is concluded for an indefinite term from acceptance and remains in force until terminated by either Party. The Seller may unilaterally withdraw from the Agreement at any time by ceasing to use the Operator’s services and deleting their Seller account, provided they have fulfilled all obligations (e.g., completing all received orders, handling returns, and making necessary payments). The Operator may unilaterally terminate the Agreement with the Seller at any time by notifying the Seller by email, if the Seller breaches any terms of this Agreement, the Site policies, or applicable law, or if the EXPRESS.MARKET platform is discontinued.

3. Rights and Obligations of the Seller

3.1. The Seller is entitled to use the platform tools provided by the Operator to promote and sell its goods, including: listing product pages with descriptions, images, and prices; receiving information about incoming orders and Buyer contact details necessary to fulfill orders; using built-in Buyer communication services; accessing sales analytics and other Seller-specific functionality on the platform.

3.2. Quality and Compliance of Goods: The Seller must ensure proper quality, completeness, and safety of all goods sold, in accordance with legal requirements and standards applicable in the Buyers’ and/or Seller’s jurisdictions. All goods must conform to their Site descriptions, which must be complete and accurate. The Seller bears responsibility for any discrepancies between the goods and the information provided.

3.3. Legality of Inventory: The Seller is prohibited from listing any goods that are prohibited or restricted under the Prohibited Products Policy or applicable law. The Seller guarantees that offering each listed item for sale is lawful both in the Seller’s jurisdiction and in jurisdictions where the Seller’s listings are accessible (e.g., all EU countries for cross-border trade). Restricted categories (such as alcohol, dietary supplements, cosmetics, baby food, medical devices, etc.) may be listed only if all special requirements and restrictions for distance selling such items are strictly observed. For example, when selling alcoholic beverages, the Seller must comply with EU remote alcohol sales regulations, including payment of excise duties in the destination country and age verification of the Buyer. Specifically, excise goods (alcohol, tobacco, etc.) shipped to private individuals in another EU state must have excise duties paid in the Buyer’s country, for which the Seller (or its appointed tax representative) is responsible. If national rules require a special customs document for shipping an excise item, the Seller must include that document with the shipment; failure to do so may result in confiscation and excise duty claims by customs authorities.

3.4. The Seller guarantees that it holds all required permits, licenses, certificates, and registrations to lawfully sell its goods. In particular:

  • For food products (including dietary supplements, baby and medical nutrition): compliance with food safety regulations, possession of declarations or certificates of conformity, adherence to labeling requirements (ingredients, allergens, nutritional information in the Buyer’s language). Dietary supplements must be registered/authorized according to applicable rules, and the Seller must not market supplements as medicinal products or mislead consumers about therapeutic benefits.
  • For cosmetics: compliance with EU Regulation No. 1223/2009 on cosmetic products, including having a responsible person in the EU, notification in the CPNP portal, correct labeling (ingredients, special warnings, minimum durability date). Cosmetics, perfumes, and personal care products permissible for distance sales must not contain prohibited substances and must carry user instructions in a language understood by the consumer.
  • For children’s products (toys, baby food, child care items): adherence to special safety requirements (e.g., CE marking under Directive 2009/48/EC for toys, compliance with baby food quality standards, etc.).
  • For medical devices: CE marking and compliance with Regulation (EU) 2017/745 (MDR) or 2017/746 (IVDR), as applicable, along with providing necessary information in an understandable language. Prescription-only medical devices are prohibited from being sold via the platform.
  • For alcoholic beverages: compliance with minimum age requirements (e.g., 18 in most EU states) and age verification at delivery, as well as fulfilling all tax and customs obligations described in clause 3.3 (payment of excise duties, provision of required documentation). The Seller is also responsible for ensuring that a permitted carrier transports alcoholic beverages and that packaging requirements are met (e.g., leak protection, “Fragile” labeling).
  • All other special categories (firearms, ammunition, hazardous materials, narcotics/psychotropics, prescription drugs, tobacco products, dual-use items, etc.) are strictly prohibited unless expressly permitted by the Operator in accordance with law.

The Seller agrees that the Operator may require proof of compliance (certificates, licenses, test results, etc.) before or after listing any item and that refusal to provide such proof may result in removal of the relevant listings and/or suspension of the Seller’s account.

3.5. Order Processing and Fulfillment: Upon receiving an order notification, the Seller must promptly (within agreed timeframes) confirm availability for fulfillment and dispatch the product to the Buyer. The Seller must provide accurate processing and delivery timelines on the Site and adhere to them. The recommended maximum order processing time is no more than 2 business days from order confirmation (unless another timeframe is stated on the product page). If an order will be delayed, the Seller must immediately inform the Buyer (via the Site interface or directly if contact details are provided) and the Operator of the reason for the delay and the expected shipping date. If the order cannot be fulfilled (out of stock, defect found pre-shipment, etc.), the Seller must cancel the order and notify the Buyer.

3.6. Shipping of Goods: Unless otherwise arranged with the Operator (e.g., using an EXPRESS.MARKET partner logistics service if available), the Seller is responsible for shipping sold goods to Buyers. The Seller must properly package goods (per the Packaging and Logistics Requirements) and ship them to the Buyer’s provided delivery address. The risk of accidental loss or damage passes to the Buyer upon delivery to the Buyer or their designated recipient. Until that point, the Seller bears all risk. The Seller must select reliable carriers, provide a valid tracking number, and supply proof of shipment to the Buyer or Operator upon request.

3.7. Packaging and Labeling: The Seller must follow the Packaging and Logistics Requirements set by the Operator. In particular, all goods must be securely packed in sturdy, triple-layer corrugated cardboard boxes of appropriate size, with internal cushioning (e.g., bubble wrap for fragile items) to immobilize the product. The package must be sealed properly (tape, shrink wrap, etc.) to prevent tampering during transit. The shipment must clearly display the recipient’s address and contact information, as well as any required handling labels (e.g., “Fragile” or hazard symbols, if applicable). If the product is liquid, it must be additionally sealed (e.g., with a protective film) and packaged to prevent leakage. Compliance with packaging rules is verified by the carrier and the Buyer; improper packaging that leads to product damage constitutes the Seller’s liability.

3.8. Pricing and Settlements with Buyers: The Seller sets product prices in the Site interface. The listed price must be final for the Buyer and inclusive of all applicable taxes and fees (except, possibly, separate delivery charges that are disclosed to the Buyer at checkout). The Seller agrees that the Operator may offer discount coupons or run promotions that reduce the effective purchase price for Buyers; in such cases, reimbursement of discounts to the Seller is handled by separate arrangement or is offset proportionally against the Operator’s fees—provided that the Seller’s net payout for the product does not fall below a fair agreed value.

3.9. Buyer Service and Returns: The Seller must provide Buyers with necessary support regarding the product and order fulfillment. The Seller must respond to Buyer inquiries through the Site within a reasonable timeframe (no more than 1 business day), including questions about product features, order status, etc. The Seller agrees to comply with the platform’s Return Policy. Specifically, if a Buyer (as a consumer) exercises their legal right of withdrawal within 14 days of delivery, the Seller must accept the return and refund the Buyer’s payment according to the Return Policy (see Section 4 of the Return Policy for details). The refund to the Buyer may be processed through the Operator’s payment system (if funds have not yet been transferred to the Seller) or directly by the Seller. The Seller bears return shipping costs in cases mandated by law (e.g., defective goods or non-conformity), or when the Seller has offered to cover such costs. Otherwise (returns of perfectly good goods under the right of withdrawal), return shipping costs may be deducted from the refund or borne by the Buyer if agreed in advance.

3.10. Warranty Obligations: The Seller must honor statutory warranty and consumer rights. For goods sold to EU consumers, the Seller provides the legal conformity warranty for at least 2 years from delivery (where applicable under EU consumer protection laws). If defects or non-conformity appear within that period, the Seller must satisfy the Buyer’s lawful claims for repair, replacement, or refund at no extra charge. If a Buyer lodges a complaint about product quality or warranty compliance with the Operator, the Operator may forward it to the Seller, who must respond within 5 days with measures taken to resolve the issue. Failure to meet warranty obligations is deemed a material breach of this Agreement.

3.11. Confidentiality and Buyer Data: In fulfilling orders, the Seller receives Buyers’ personal data (e.g., name, delivery address, phone, email) solely to complete the specific order. The Seller must use such data exclusively for that purpose and comply with all applicable data protection laws, including GDPR, regarding Buyer information. Any retention, processing, or use of Buyer data beyond order fulfillment (e.g., for the Seller’s own marketing) is allowed only with explicit consent or other lawful basis. The Seller is solely responsible for data protection compliance in its operations. If the Operator incurs any liability or damages due to the Seller’s improper handling of personal data, the Seller must indemnify and hold the Operator harmless.

3.12. Prohibition of Bypassing the Platform: The Seller is prohibited from arranging transactions with Users outside of EXPRESS.MARKET if the Buyer contact was established through the platform. Specifically, the Seller may not include any contact information or links in product descriptions or messages that would enable a purchase outside of the Site. Violation may result in account suspension or other enforcement measures.

4. Rights and Obligations of the Operator (Regarding the Seller)

4.1. The Operator shall provide services to the Seller with due quality and good faith. Specifically, the Operator:

  • ensures the technical capability for the Seller to list and edit product information on the Site;
  • makes the Seller’s product information visible to potential Buyers by displaying product pages, including listings in search results, conducting marketing campaigns, and other measures at the Operator’s discretion;
  • notifies the Seller of incoming orders (e.g., via the Seller’s dashboard, push notifications, email, or other means);
  • may serve as an intermediary for messages between Buyers and the Seller (e.g., forwarding Buyer questions, reviews, complaints);
  • may provide additional support services to facilitate sales (e.g., payment processing, logistics, warehousing—depending on any separate arrangements made).

4.2. The Operator reserves the right to temporarily suspend or limit service provision to the Seller for technical, maintenance, or other reasons affecting the Site’s operation until such reasons are resolved. The Operator will, if feasible, notify Sellers of significant downtime (e.g., scheduled maintenance) via Site announcements or email.

4.3. The Operator has the right to monitor the Seller’s compliance with the terms of this Agreement, the User Agreement, and platform policies. In this capacity, the Operator may review the Seller’s listings (product offers, reviews, responses to questions, etc.) for rule or legal violations. If any content posted by the Seller contradicts the rules or law, the Operator may remove or modify it. The Operator may also suspend visibility of the Seller’s listings (hide offers) while investigating suspected violations (e.g., complaints about prohibited or unsafe goods, intellectual property infringement).

4.4. In case of material or repeated breaches by the Seller, the Operator may terminate the Agreement (as provided in clause 2.3) and block the Seller’s account, ceasing service provision unilaterally. In that event, all active listings will be removed or hidden, and any open orders may be canceled by the Operator (with Buyer notification). Funds due to the Seller may be held to cover any Buyer claims or penalties.

4.5. The Operator does not interfere with the Seller’s pricing decisions, promotional campaigns, or special offers, except where these affect obligations to Buyers or legal compliance. However, the Operator may provide pricing recommendations, analytics, and other tools to help improve sales efficiency, which the Seller may use at their discretion.

4.6. The Operator reserves the right to introduce new features and services for Sellers, or to modify or discontinue existing features. If service changes affect the terms of this Agreement, the Operator will act pursuant to clause 2.2 (notice of Offer amendments).

4.7. The Operator may engage third parties to fulfill its obligations under this Agreement (e.g., outsourced support, payment providers, courier services). The Operator remains responsible for the actions of such third parties as if they were the Operator’s own, in the context of providing services to the Seller.

5. Operator’s Fees and Settlements with the Seller

5.1. Service Fees: In consideration for platform access and services, the Seller pays the Operator fees. The fee structure may include: (a) a commission on each successful sale made through the platform (a fixed amount and/or percentage of the product price); (b) a subscription or service fee (e.g., a monthly plan for Seller accounts); (c) additional fees for premium features (e.g., paid product promotion, logistics services). Current commission rates and fees are published on the Site or in the Seller’s dashboard and may be updated by the Operator from time to time.

5.2. Sales Commission: Unless otherwise specified, the Operator charges a commission for each sale transaction completed via the Site. The commission is calculated as a percentage of the order’s total value (including product price and, where applicable, Buyer-paid shipping). The commission is earned by the Operator when the Buyer’s payment is successfully processed. If an order is canceled before shipment for reasons beyond the Seller’s control (e.g., Buyer’s withdrawal), the commission is automatically refunded or adjusted. If a Buyer returns a product of satisfactory quality (right of withdrawal), the Operator’s commission is not refunded unless otherwise stated in the Operator’s loyalty policy.

5.3. Payment Collection and Disbursement: For convenience, the Operator may act as a payment collection agent on the Seller’s behalf. This means payment from Buyers (via credit/debit cards, e-wallets, etc.) is first received by the Operator (or its authorized payment provider) and then remitted to the Seller. The Buyer’s payment to the Operator (or its payment provider) is deemed a full payment to the Seller. The Seller hereby authorizes the Operator (and/or its payment agents) to collect payments from Buyers on the Seller’s behalf.

5.4. Disbursements to the Seller: The Operator disburses funds, net of commissions and any amounts owed to the Operator, to the Seller’s specified payment account according to the schedule in the fees schedule or as otherwise agreed (e.g., weekly for all orders marked “Delivered,” or after a holding period to account for potential returns). The Seller must provide accurate payment details (bank account, PayPal address, etc.) for disbursements. Actual deposit timing may vary by the Seller’s bank or payment provider and is beyond the Operator’s control.

5.5. Deductions and Offsets: The Operator may deduct from amounts due to the Seller: (a) commissions and fees owed to the Operator; (b) penalties or fines incurred by the Seller under this Agreement (e.g., for canceling orders without valid reason, repeatedly missing shipping deadlines, if such penalties are provided for in platform rules); (c) amounts refunding Buyers (if refunds are processed through the Operator’s system); (d) amounts to reimburse the Operator’s losses or expenses for which the Seller is responsible under this Agreement (subject to Seller’s agreement or a final court decision). The Operator will notify the Seller of any deductions, providing a breakdown. If deductions exceed the Seller’s available balance, the Seller must pay the difference to the Operator within 10 days. The Operator may withhold payments if the Seller fails to settle any outstanding obligation.

5.6. Taxes and Duties: Each Party is responsible for complying with applicable tax laws. The Seller is responsible for calculating and remitting all taxes related to the sale of goods via the platform (e.g., VAT, sales tax, income tax, customs duties for cross-border shipments, etc.), to the extent such obligations legally fall on the Seller. If law requires the Operator (as an electronic marketplace) to act as a tax collection agent (e.g., for VAT under the EU’s OSS/IOSS scheme for distance sales), the Operator will fulfill such obligations and share necessary transaction data with the Seller. Upon request, the Seller will provide information for tax reporting (e.g., VAT registration, location for tax regime purposes). Commissions received by the Operator are considered the Operator’s revenue, and the Operator will handle all related tax reporting and payments accordingly.

5.7. Payment Holds: The Operator may temporarily hold the Seller’s disbursements (e.g., in an escrow account) if suspicious activity is detected, or if the Seller may be liable to Buyers (e.g., multiple complaints about unfulfilled orders, unresolved product quality disputes) warranting reserving funds to satisfy potential claims. Such holds are temporary and must be released or confirmed within a reasonable period (typically no more than 90 days) after investigation. The Seller will be notified of the reason for any payment hold.

6. Liability of the Parties (Seller and Operator)

6.1. Seller’s Liability: The Seller is liable for the completeness and accuracy of product information, fulfilling obligations to Buyers (timely shipment of goods of appropriate quality, honor of warranties, handling returns, etc.), and compliance with all laws applicable to its goods and operations. If the Seller breaches this Agreement or third-party rights, the Seller must indemnify the Operator for all direct losses incurred due to the breach, including but not limited to any fines imposed on the Operator by regulatory authorities due to Seller’s activities, costs of resolving consumer claims and lawsuits, and any other related expenses. The Seller agrees to hold the Operator harmless and defend the Operator from any third-party claims arising from the Seller’s goods or actions. For example, if a consumer or government agency brings a claim against the Operator for defective products, misleading information, IP infringement, or any violation related to the Seller’s goods, the Seller must step in to resolve such claim and cover all associated costs (including legal fees).

6.2. Operator’s Liability: The Operator is responsible for duly providing platform access and service functions, but its liability is limited to the provision of informational services. The Operator is not liable for any lost profits, sales volume, or reputational damage to the Seller. If the Operator fails to perform its obligations properly, the maximum liability of the Operator to the Seller is limited to the total commissions received from that Seller in the three months preceding the claim, or EUR 1,000 (whichever is lower), in aggregate. This limitation does not apply if the damage was caused intentionally.

6.3. Force Majeure: Neither Party is liable for partial or complete non-performance of obligations under this Agreement if such non-performance is due to force majeure events (natural disasters, war, strikes, governmental actions, etc., as defined in the Seller’s terms). Performance of obligations is suspended during the force majeure period. If delivery is delayed due to force majeure, the performance period is extended by the duration of the force majeure. If a force majeure event continues for more than two (2) months, either Party may terminate this Agreement unilaterally by written notice without liability for such termination.

6.4. No Party is deemed in breach or liable for delays or failures caused by compliance with legal requirements (e.g., suspension of business operations by court or regulatory order).

7. Dispute Resolution Between Seller and Buyer

7.1. The Seller acknowledges that the Operator aims to maintain high service quality for Buyers on the platform. In case of any dispute or conflict between the Seller and a Buyer (e.g., over product quality, delivery delays, refund issues, etc.), the Seller must take all reasonable steps to resolve the dispute directly with the Buyer out of court.

7.2. If direct negotiation fails, the Seller may request the Operator’s assistance. The Operator can act as an impartial mediator and propose a resolution in the interest of fairness and platform policy compliance. The Operator’s recommendation is non-binding on the Seller; however, refusing to follow reasonable recommendations may negatively affect the Seller’s rating and continued access to the platform.

7.3. The Operator reserves the right (but has no obligation) to satisfy valid Buyer claims from funds due to the Seller. For instance, if a Buyer submits a justified request for a refund due to a defective product and the Seller unjustifiably refuses, the Operator may refund the Buyer from the Seller’s withheld payments (or from a reserve fund, if any) without further consent from the Seller. The Seller will be notified and given the opportunity to present objections before any such payment.

7.4. All disputes between the Seller and Buyer that cannot be resolved by negotiation or with the Operator’s involvement must be handled according to applicable consumer protection law. Typically, such disputes are adjudicated in the court of the Buyer’s residence (in line with EU consumer jurisdiction rules). The Seller agrees to respect consumer rights and comply with decisions issued by competent authorities in such disputes.

7.5. The Seller agrees to adhere to any dispute resolution procedures the Operator may establish and publish in addition to this Agreement (e.g., “Guarantee of Refund” policy or buyer protection program). These procedures may define the process for involving the Operator and timelines for information provision and decision implementation.

8. Miscellaneous

8.1. This Agreement and the Parties’ relationship are governed by Romanian law, unless otherwise explicitly agreed by the Parties. Matters not addressed in this Offer are subject to the relevant substantive law. Since the Seller and Buyers may be located in different jurisdictions, the Seller agrees that any mandatory consumer protection laws of the Buyer’s country will apply if such laws cannot be overridden by agreement.

8.2. All disputes between the Operator and the Seller arising under this Agreement, if not resolved by negotiation, shall be adjudicated in the competent courts of Romania, unless international treaties or mandatory provisions of law dictate otherwise.

8.3. Notices between the Parties may be sent electronically: to the Operator at the email address specified on the Site, and to the Seller at the email provided during registration. Written notices via courier or registered mail to the Parties’ official addresses are also acceptable. Electronic notices are deemed received on the date sent, unless a delivery failure report is generated.

8.4. The Seller may not assign or transfer its rights and obligations under this Agreement to any third party without prior written consent from the Operator. The Operator may assign its rights (e.g., in case of business reorganization or platform transfer to another legal entity) after notifying the Seller, provided such assignment does not worsen the Seller’s position.

8.5. This Agreement is drafted in Russian. In case of any discrepancy with translations, the Russian text prevails.

8.6. Operator’s details:
INTERNATIONAL DIGITAL RETAIL S.R.L.
Full name: INTERNATIONAL DIGITAL RETAIL S.R.L.
Legal form: Societate cu răspundere limitată (S.R.L.)
Tax Identification Number (CUI): 48660664
Trade Registry Number: J2023015475407
Date of Incorporation: 22.08.2023
EUID: ROONRC.J2023015475407
Registered Office: Strada Povestei, Nr. 10, COM.12, MOD 02/01, Sector 4, București, România
Postal Code: 041214
Main Activity (NACE Code): 4651 — Wholesale of computers, computer peripheral equipment, and software
Registering Authority: Oficiul Registrului Comerțului, attached to Tribunalul București
Email: [email protected]

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