1. Definitions

1.1. The following definitions used in these Terms have the following meanings:

1.1.1. Account – a registered user’s business profile on a Unimall platform. Registered account allows to use full scope of Unimall’s functionalities according to a selected type of an account. Account is necessary in order to make purchases or sales on Unimall.

1.1.2. Client – an individual, company, or entity that has an account on Unimall and seeks to use Unimall for its business activities. The Client is also considered as Unimall User that purchases products via Unimall.

1.1.3. Customer – a person or entity that purchases products from the Client. Customer has no direct access to Unimall and does not perform any activities on Unimall.

1.1.4. Order – a Client’s’ order for Seller’s products placed on Unimall platform.

1.1.5. Products – goods that are offered for wholesale purchase on Unimall.

1.1.6. Seller – an individual, company, or entity that has an account on Unimall and seeks to use Unimall for its business activities. The Supplier is also considered as Unimall User that sells products via Unimall.

1.1.7. Unimall – a private limited company UAB Mekana, company code 306373692, registration address Naugarduko g. 68-3, Vilnius, Lithuania. Unimall is a B2B platform that acts as an intermediary between product suppliers and wholesale sellers as well as services provider for facilitating B2B transactions. Unimall is also acting as an official representative of all the Sellers of Unimall and executes transactions between Sellers and Clients of behalf of Sellers.

1.1.8. User – an individual, company, or entity that registers on Unimall and uses Unimall services as either Client or Seller.

2. Registration and Account

2.1. Every User of Unimall has to register on Unimall platform and create an account for its activities. You cannot use Unimall as a business platform without valid registration and active Account.

2.2. After receiving your registration form, Unimall will check provided information and will verify Account if all necessary information and attributes are received. During registration process you must provide a proof of business. As proof of business you must provide a VAT ID. Your address should be the address where products will be delivered and will be used to calculate your shipping rate. As a phone number you should provide a number where you are available during normal business hours so that carriers can contact you directly.

2.3. Unimall reserves a sole right to decide whether to activate the Account of a potential User or not. Unimall is not entitled to provide any cause for its decision regarding Account activation.

2.4. While registering and creating Account, a person/entity have to provide accurate, current, and complete information about itself and to update such information to keep it accurate, current, and complete.

2.5. Any User of Unimall are solely responsible for maintaining the confidentiality of their account credentials (username and password) and for all activities that occur under their Account.

2.6. Users must not share their Account credentials with others or allow anyone else to use their Account.

2.7. Any User of Unimall can perform its business activities on this platform only when Unimall activates its Account. User is informed about activation of an Account by email that was provided in registration form.

3. Placement of Order

3.1. Unimall acts as an official representative of all the Sellers of Unimall and executes transactions between Sellers and Clients of behalf of Sellers. Clients has no direct access to Sellers other than via Unimall.

3.2. By placing an order, the Client agrees to be bound to the details of the Order and these Terms which all together constitute the sale purchase agreement between the Client and the Seller.

3.3. Any Client with an active Account on Unimall can conclude a sale purchase agreement between them and Seller by placing an order via Unimall. A sale purchase agreement is concluded between the Seller and the Client, by the Seller being represented by Unimall therefore Unimall has all rights to conclude the sale purchase agreement with the Client on behalf of Seller.

3.4. The sale purchase agreement between the Client and the Seller shall be deemed concluded after Seller confirms Client’s Order and receives payment for the placed Order from the Client. No Order shall be executed prior to receiving payment of a placed Order.

3.5. The Client confirms and understands that it is possible that during the period between Client placing an Order and Unimall receiving a payment the stock of ordered Product might change (the Seller might delete its Account, the Product might be sold, the Product quantity might change, etc.). In such a case Unimall shall not be considered responsible in any matter or circumstances. Also the Client’s Order will further be executed to the extent that it is possible to do so. The Client will be refunded for the Products or quantities of Product that were not delivered to the Client. Unimall will contact the Client for the details of such a refund.

3.6. All Orders shall be executed according to the terms indicated in the respective Order form and these Terms.

3.7. After confirming the Order, Unimall will send the confirmation of the Order to the Client by email.

4. Prices and Payment

4.1. All prices on Unimall do not include VAT or any other tax. Client and Sellers are personally responsible for the payment and compliance with all taxes, including, but not limited to, income taxes, sales taxes, value-added taxes, excise taxes, and any other applicable taxes, levies, duties, or assessments imposed by any governmental authority, whether local, state, federal, or international, that arise as a result of their transactions on Unimall.

4.2. Product prices are subject to variations without prior notice, as are the technical specifications. The Client is responsible to check and re-evaluate all relevant Order information every time when placing an Order.

4.3. In the event that the announced price of the Product was incorrect, Unimall will inform the Client about the correct price and, the Order will be further processed if the Client agrees to such price. In no confirmation regarding correct price is received from the Client, the Order will be declined, and the Client will be refunded, if the Order was already paid.

4.4.The client can make payments using Mastercard and Visa cards, as well as use bank-link functionality and bank transfer. Payment details for bank transfers are provided at the checkout.

4.5. The use of available payment methods listed on Unimall is deemed as acceptance of the conditions association with them.

4.6. Unimall shall be entitled to apply discounts and/or loyalty programmes to Clients at its sole discretion. The criteria for the application of discounts and/or loyalty programmes shall be determined by Unimall at its sole discretion. Discount and/or loyalty programme can be changed and/or terminated at any time by the sole decision of Unimall without prior notice to the Client.

5. Delivery

5.1. The dispatch of Products will be made to the address indicated by the Client at the time of purchase.

5.2. Dispatch times will be indicated on the website. These may vary depending on the Order details, time of payment and delivery method chosen.

5.3. Delivery prices will be indicated in the Order form. These may vary depending on the delivery method and/or the weight of the products ordered.

5.4. Shipping times will depend on the destination and the delivery method chosen.

5.5. The timescales given are estimates and are not binding. Any delay in the delivery time does not give the Client the right to claim any direct or indirect damages, reject the Order, return the Order or suspend compliance of any obligation, especially the payment.

5.6. Unimall and/or Seller will not be responsible for the total or partial non-delivery, or the delay of its obligations to the Client if this is caused by an unforeseen event or an act of God which affects Unimall and/or Seller and their providers or shippers equally. These include strikes, other labour or industrial events, lack of, or impossibility of acquiring, products, etc. Unimall and/or Seller can cancel and void any products in transit without giving rise to any compensation in favour of the Client.

5.7. Whereas the Client or any other duly authorized representative receiving Products on behalf of the Client or in the Client’s interest, herein referred to as „Recipient,” fails to accept the Products upon their delivery, absent of any misconduct on the part of Unimall or the Seller, such as but not limited to, failure to collect the dispatched Products, unavailability for communication, or refusal to cooperate with delivery arrangements, the following conditions apply:

5.7.1. Should the value of the uncollected Products amount to EUR 30.00 or less, the Client or the Recipient of said Products shall forfeit any entitlement to a refund of the sum remitted for the Products, and said uncollected Products shall be returned to Unimall or the Seller for disposal. In such an event, the sum remitted and not refunded shall be construed as a penalty levied against the Client/Recipient of the Products for their breach of obligation to accept the dispatched Products. The Client/Recipient shall be liable to reimburse Unimall and/or the Seller for expenses incurred in reclaiming the unaccepted Products, costs associated with their disposal, and any administrative expenses accrued in conjunction with said procedures;

5.7.2. Should the value of the uncollected Products exceed EUR 30.00, the Client/Recipient of the Products shall receive a refund; however, said refund shall be reduced by EUR 20.00. The sum of EUR 20.00, constituting the amount paid but not refunded, shall be considered as a penalty paid by the Client for infringement of its contractual obligations and shall serve to reimburse Unimall and/or the Seller for expenses accrued in the retrieval of the unaccepted Products and all additional administrative costs associated with this procedure.

5.8. The Products shall not be shipped or delivered to any destination to which the Products would be subject to customs duty if the Products are to be purchased by consumers who would be the end-users of the ordered Products. In this case, the Order shall be deemed null and void and, if payment has already been received on the basis of the Order, the payment shall be refunded to the person who placed the Order under the terms and conditions set out in the Terms.

6. Receipt, Refund and Warranties

6.1. The guarantee for Products acquired by the Client which have subsequently been distributed to Consumers will be managed directly between the Client and the aforementioned final Consumers. Neither Unimall nor Seller undertake to issue any quality or other warranties to final Consumers.

6.2. At the time of receipt, it is the Client’s responsibility to verify that the receipt of the goods corresponds with that on the Order, that the information on the invoice is correct, and that the condition, documentation and packaging are intact. In the case of there being any visible marks which suggest that Products may be damaged, it is the responsibility of the Client to make a note of this on the delivery receipt (whether digital or paper), stating that the merchandise is damaged. If the merchandise is accepted without this being done, it will invalidate any later claims made by the Client.

6.3. Complaints regarding Product quality on delivery will only be accepted from the Client in the 5 calendar days following receipt. Complaint shall include description of the issue with photos confirming Client’s statements. If this time elapses without the complaint of described nature having been made, it will be deemed that the Products have been received by the Client in perfect condition and quantity and no issues regarding the executed of the placed Order has occurred.

6.4. Sellers offer a standard 12-month Product warranty, which only covers any manufacturing defects the Product may have.

6.5. Client must deliver for Seller’s inspection any defective Products that might be subject to refund. Defective Products shall be delivered to Unimall. Unimall distributes defective Products to their Sellers.

6.6. If the Product presented as defective has no real defect, Unimall will notify the Client that no refund will be given. The Client shall take the Product back by contacting Unimall in order to get instructions for possible options of pick-up of Products.

6.7. The warranty will become automatically invalid in the following cases:

6.7.1. When there is loss or falsification of any of the manufacturer’s control labels and/or the Seller;

6.7.2. When the cause of the damage or fault is due to incorrect use, not following the instructions in the accompanying manual, accidents, inappropriate use, knocks, breakages, accidents or breakdowns produced by other causes which are not attributable to normal conditions of use;

6.7.3. When repairs are carried out due to lack of maintenance, adjustment, inspection and cleaning.

6.7.4. When used in unsuitable environments (ie., dusty, exposed to direct sunlight, vibrations, extreme temperatures [below 5ºC and above 40ºC], extremes of humidity [below 10% and above 95%], and when using power outlets without earthing, or without protection against electrical surges);

6.7.5. When the existing life cycle is shorter than the established warranty.

6.8. Complaints shall be submitted to Unimall. Unimall will forward all complaints corresponding with the requirements stated in these Terms to the Seller. In case Unimall indicates that the complaint does not contain mandatory attributes, Unimall reserves a right to reject such a complaint instantly.

6.9. After receiving the complaint, the Client will be notified once the Seller receive and inspect Client‘s claim if the refund was approved or not. If approved, Client be automatically refunded on original payment method within 10 business days. This does not include time for the bank or credit card company to process and post the refund.

7. Return

7.1. After Unimall confirms an Order, the Client has no right to cancel such Order or to return received Products. Unimall has a strict no return policy on all Products unless explicitly stated otherwise in a separate agreement.

7.2. No return policy does not apply to defective Products and/or when the Seller shipped the wrong Product. In order to be entitled to a refund, a Client must follow procedures indicated in section 6 of these Terms.

8. Resell

8.1. Client may only resell Products bought via Unimall where legally permitted and in compliance with all laws and other legal requirements related to the Products bought. For the avoidance of doubt, no agreements concluded via Unimall and the relationship of the parties pursuant hereto is non-exclusive.

8.2. Unimall is not a distributor of any of the brands of the Products available on Unimall. All and any future resell activities shall be performed by Client’s own discretion and responsibility.

8.3. Under no circumstances will the Client advertise any Products for sale listing Unimall as the seller or previous owner or in any other context. All sales activities undertaken by the Client for sale or other disposition of the Products must be on Client’s own behalf and may not refer to Unimall in any way. If the Client sells any Products to any third party, the Client shall ensure that such third party will comply with the undertakings of these Terms as if the third party was a Client.

9. Prohibited Activities

9.1. Unimall supports the protection of intellectual property and requires any Users to refrain from any activities that may result in the infringement intellectual property laws.

9.2. All Users of Unimall agree by these Terms not to disassemble, modify, reverse engineer, decompile or do anything that would violate any licensing restrictions or other third party intellectual property rights in any Product.

10. Content

10.1. This website is owned by Unimall, and Unimall holds all the rights to the website’s content, images, text, design, and software. All elements of this website, including but not limited to its design and content, are protected by laws governing intellectual property, industrial property, and international agreements concerning copyright.

10.2. Unless expressly permitted by Unimall, it is prohibited to replicate, transmit, or utilize the content of this website in any way.

10.3. The Client can use the option ‘Download catalogue’ and freely use any information indicated therein. All data in the downloaded catalogue shall be interpreted solely as a sample recommendation of possible advertisement requisites and shall not be deemed as an original content generated by Unimall and provided to the Client as Unimall’s property. If any information included in the downloaded catalogue contains intellectual property, Unimall does not issue any licenses to use such intellectual property and all Client’s actions with respect to such information shall be performed on its own discretion and responsibility. Unimall expressly disclaims any responsibility or liability for the accuracy, completeness, or legality of the information provided in the catalogues that are available to download on the Webiste.

11. Intellectual Property

11.1. The rights to images of perfumes, cosmetics and other product brands on Unimall are protected by intellectual property legislation, does not belong to Unimall and should be respected by all Users at all times. Unimall does not transfer any rights to third parties’ intellectual property at any times during the contractual relations between Users and Unimall.

11.2. Sellers of branded Products who sell on Unimall guarantee that all the Products are original, that they have been acquired correctly through their owners or through authorised providers with the necessary permits and authorisations for their distribution.

11.3. Sellers that trade on Unimall have expressly guaranteed that their Products have not been modified or altered and have free transit and circulation within the market. These Products are protected by the free trade principle and by the exhaustion of brand rights, and can be legally marketed by their distributors.

11.4. Clients shall market Products by their own discretion and liability.

11.5. Unimall is not the official distributor of any of the brands and only acts as an intermediary platform between Sellers and Clients.

11.6. All Sellers on Unimall expressly guarantee to Unimall that they have the specific permission to re-sell the products on the internet through platforms and marketplaces such as Unimall. However, the Client should ensure beforehand that their chosen sales channel is suitable for the required selective distribution of the Products acquired, thereby releasing Unimall from any claim they may receive because of this.

11.7. Unimall reserves the right to temporarily or permanently suspend the Accounts of Users if they do not comply with the conditions of sale, as compliance is the responsibility of the User.

12. Privacy Policy

12.1. This section outlines what perdonal data Unimall collects when Users visit the Website. Unimall acts as a controller when collecting the data, thus Unimall provides information regarding how and why the data is used and the rights that Unimall has over those data.

12.2. Unimall informs that when submitting a question through Website or sending an email to Unimall, some of the personal information like, name, phone number, and email will be required. Such information is used in order to respond to the Users questions, and provide information related to the Products and services as required from the relevant person. The procedure of emailing may go on for several times, just to make sure that the query of the User is followed as needed.

12.3. When purchasing Products through on Unimall, the name, address, phone number, email, and credit card information of the Client will be required. The information is used to verify the credit card details, process the order, and proceed with the delivery of the Product to the Client. A receipt will also be sent via email, and in certain cases the phone number may be used to contact the Client about the purchase.

12.4. All personal data collected by Unimall is stored on the Website and cloud server, both based in the European Union.

12.5. User is solely responsible for the accuracy of the information they provided. Unless informed otherwise, Unimall will assume that User information has not changed, that User agree to notify Unimall of any changes, and that Unimall has User’s consent to use the information with the aim of facilitating the relationship between the parties.

12.6. User has the right to always ask what information Unimall holds, and correct any information if it is inaccurate. In case consent for processing the data subject’s personal data has been required, it is possible to withdraw such consent at any time.

12.7. Unimall should be directly contacted by info@unimall.lt in order to address any concern or complaint that a User might have with regards to the use ot his personal data.

13. Liability

13.1. Unimall does not provide any guarantee, nor does it take responsibility for the unsuitability of Products for the purposes claimed by the Client.

13.2. Unimall does not provide any guarantee, nor does it take responsibility for the violation of contractual obligations of the Client for the purposes claimed by the Seller.

13.3. Unimall will not be responsible in any way or for any cost, charge or damage incurred as a consequence of any breach by the Seller of his obligations as stated in the current Terms, nor the violation by the Seller of any legislation or regulations relating to consumer protection, health and public order and other.

13.4. Unimall will not respond to any case from the Users or third parties relating to direct or indirect losses or damages originating from, or connected to, the object of the present contract or the incorrect functioning of the product, including personal accidents, damages to goods other than the object of the contract or loss of benefits.

13.5. Users of Unimall will defend, indemnify, and hold harmless Unimall from and against any and all claims, actions, losses, liabilities, damages, settlements, judgments, and costs (including, without limitation, reasonable attorneys’ fees and legal expenses) arising out of or relating to: (a) the purchase and/or use of the Product by any person or entity after the sale of the Product to you, including if arising out of any allegations of negligence by Unimll or any defect (pre-existing or otherwise) in the Product; (b) any disposal, destruction, or recycling of any Product by you; (c) any removal or remediation action under any environmental or similar laws in connection with the Product; (d) any breach by the Users of Unimall of these Terms. User of Unimall undertake to hire counsel reasonably satisfactory to Unimall to defend each claim described in this section. Unimall may, at its own expense, participate in the defense of any claim with counsel of its own choosing. Obligations under this section are independent of any of other obligations of Users under these Terms.

14. Miscellaneous

14.1. Cooperation. The Parties to the Terms undertake to cooperate effectively. If the Client and/or recipient of the Products fails to respond to Unimall’s enquiry relating to the proper execution of the Order (including, but not limited to, failing to specify the delivery address, failing to specify the recipient of the Products) within 2 working days from the date of sending of the enquiry, Unimall shall be entitled to make a decision independently in respect of the Order to the extent that it is not in contravention of the Terms. For the sake of clarity, it should be clarified that in such a case Unimall shall be entitled to independently establish that the recipient of the Products failed to collect the Products and such failure of the recipient to collect the Products was not due to the fault of Unimall or the Seller, which may lead to the consequences for the recipient of the Products set out in the Terms.

14.2. Termination Any User of Unimall may terminate the agreement between Unimall by deleting its Account. Unimall reserves a right not to delete the Account of any User that has outstanding obligations against Unimall or other Users of Unimall.

14.3. Assignment. No User will assign any part or all of these Terms, or subcontract or delegate any of their rights under these Terms, without Unimall’s prior written consent. Unimall may assign these Terms (or any of its rights and/or obligations under these Terms in connection with any merger, consolidation, reorganisation, sale of all or substantially all of its assets or any similar transaction.

14.4. Limitations on and Exclusions of Liability. Unimall is not liable under any circumstances for lost opportunities or profits, or for consequential, special, punitive or indirect damages of any kind (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss).

14.5. Governing Law and Jurisdiction. These Terms of Use shall be governed and interpreted according to current legislation of the Republic of Lithuania. In the case of a dispute, the contracting parties will be subject to the competent courts of Vilnius, Lithuania and expressly waive any other jurisdiction that may correspond to them.

14.6. Divisibility. If any clause within these Terms is, or becomes invalid, or appears to be unachievable according to the applicable law, the said clause would be invalidated, but only that specific clause, and this would not affect any other clause within the current conditions.

14.7. Changes to Terms. Unimall has the right to change, amend or supplement these Terms at any time. Users will be informed about this either by email, when logging in to their Account or when creating a shopping cart, but in any case, after the Terms are updated, Client can place an order only if he agrees and approves the new version of the Terms.