PartsMarkt Seller Terms and Conditions (Agreement with Vehicle Dismantlers / Trade Sellers)

DRAFT — pending review by a Bulgarian-qualified lawyer. Not final legal text.

These Seller Terms and Conditions (the "Terms") govern the relationship between the operator of the PartsMarkt platform and every trader who offers used auto parts through the platform. The Terms are drafted in plain and intelligible language in accordance with Regulation (EU) 2019/1150 (the "P2B Regulation"), Regulation (EU) 2022/2065 (the "Digital Services Act", DSA) and Bulgarian law. The Commission and Fee Schedule, the Shipping Schedule and the Privacy Policy form an integral part of these Terms. The relationship between Sellers and Buyers is additionally governed by the Buyer Terms and Conditions.

1. Definitions and Parties

1.1 Platform operator

The PartsMarkt platform, available at partsmarkt.com (the "Platform"), is operated by:

• Name: [OPERATOR: full company name and legal form — to be completed]
• Company registration number (EIK): [OPERATOR: EIK — to be completed]
• VAT number: [OPERATOR: VAT identification number under the Bulgarian VAT Act — to be completed]
• Registered seat and management address: [OPERATOR: registered seat and address — to be completed]
• Contact e-mail: support@partsmarkt.com
• Supervisory authorities: the Bulgarian Commission for Consumer Protection (CCP) and the Commission for Personal Data Protection (CPDP) — [OPERATOR: addresses and contact details of the supervisory authorities — to be completed]

1.2 Definitions

• "Seller" — a trader (a legal entity or a sole trader) engaged in the dismantling of end-of-life vehicles (ELVs) and/or the trade in used auto parts, who has accepted these Terms and holds a registered account on the Platform.
• "Buyer" — a person who purchases goods through the Platform; as a rule, a consumer within the meaning of the Bulgarian Consumer Protection Act (CPA).
• "Listing" — an offer published by the Seller for the sale of a specific used auto part.
• "Order" — a contract of sale concluded through the Platform between a Buyer and a Seller.
• "Payment holding (escrow mechanism)" — the mechanism described in Section 9, under which the Platform receives the Buyer's payment, holds it, and releases it to the Seller's Balance under the rules of Section 9.
• "Balance" — the account maintained by the Platform for the Seller, showing expected ("pending") amounts and amounts available for withdrawal.
• "Business day" — any day from Monday to Friday that is not an official public holiday in the Republic of Bulgaria.
• "Durable medium" — a means (e.g. e-mail) that allows information to be stored and reproduced in unchanged form.

2. Subject Matter. PartsMarkt as an Intermediary

2.1 Intermediation service

The Platform is an online intermediation service within the meaning of the P2B Regulation: it provides Sellers with the technical means to publish listings, conclude contracts with Buyers, receive payments through a payment service provider, and arrange delivery through a courier. The Platform is not a party to the contracts of sale between Seller and Buyer.

2.2 The Seller is the seller of record

For every Order, the seller under the contract of sale (the "seller of record") is the Seller. The Seller bears full responsibility for the goods, their description, conformity, safety and lawful origin, and for the performance of all obligations of a trader towards consumers (including statutory liability for lack of conformity and the handling of consumer complaints).

2.3 What the Platform does

The Platform: (a) hosts and displays the listings; (b) provides the ordering and payment process through a licensed payment service provider (Stripe); (c) arranges delivery through a courier in accordance with Section 8; (d) provides a messaging system between Buyer and Seller; (e) deducts the commission and fees under Section 7; (f) administers the dispute process between Buyer and Seller, without this replacing the statutory rights of consumers.

3. Eligibility and Trader Verification (KYB)

3.1 Who may sell

Only a trader registered under the law of the Republic of Bulgaria (or of another EU Member State, if admitted by the Platform) that carries on a lawful business of dismantling ELVs and/or trading in used auto parts may be a Seller. Sales by private individuals are not permitted.

3.2 Registration data (Article 30 DSA)

Before obtaining access to the selling features, the Seller shall provide, and the Platform shall make best efforts to verify, the following information:

• name, management address, telephone number and e-mail address;
• a copy of an identity document of the legal representative or equivalent electronic identification (eIDAS);
• payment account details (collected through the Stripe verification process under Section 9);
• the unified identification code (EIK) from the Commercial Register and, where applicable, a VAT number;
• a self-certification that the Seller will only offer products and services that comply with the applicable law of the EU and of the Republic of Bulgaria.

3.3 Keeping data current and consequences of inaccurate data

The Seller must keep the information under clause 3.2 up to date. If the Platform has reason to believe that information provided is inaccurate, incomplete or out of date, it will invite the Seller to correct it without delay. If the Seller fails to do so, the Platform is required under Article 30 DSA to suspend the Seller's offering of goods until the deficiency is remedied.

3.4 Declaration regarding ELV permits

The Seller declares and warrants that: (a) it holds all permits and/or registrations required for waste treatment activities and ELV dismantling under the Bulgarian Waste Management Act and the applicable ELV ordinance; (b) all parts offered have been lawfully removed from vehicles that have undergone the required depollution/draining of hazardous fluids; (c) the parts do not originate from vehicles of unestablished or unlawful origin. The Seller shall provide evidence of the above upon request.

4. Account and Security

4.1

The Seller registers one account per legal entity, unless the Platform permits otherwise in writing. Access to the account is by personal credentials, which the Seller may not share with third parties outside its own organisation.

4.2

The Seller is responsible for all actions performed through its account. If unauthorised access is suspected, the Seller shall notify the Platform immediately at support@partsmarkt.com.

4.3

The Platform may require additional verification where misuse is suspected and applies Section 13 where violations are established.

5. Listing Rules

5.1 Truthful and complete description

Every Listing must describe the specific part truthfully, accurately and in a non-misleading way, including: make, model and compatibility period; OEM number (where available); actual photographs of the specific item; all known defects, signs of wear and repairs performed; the mileage of the donor vehicle, where known; and whether the price includes VAT.

5.2 Condition grades

Every Listing must state one of the following condition grades:

The Seller is responsible for accurate grading. A material discrepancy between the stated grade and the actual condition is grounds for a complaint by the Buyer and for measures under Section 13.

5.3 Prices and currency

Prices are stated in euro (EUR) and are displayed simultaneously in Bulgarian leva (BGN) at the official fixed rate of the Bulgarian National Bank of 1 EUR = 1.95583 BGN. The Seller states whether the price includes VAT and sets a dispatch period (in business days) for each Listing; unless stated otherwise, the period is 2 business days. The Seller may state a delivery price or leave it to be calculated at checkout in accordance with the Shipping Schedule.

5.4 Prohibited and restricted items

It is prohibited to publish: (a) counterfeit or non-genuine parts presented as genuine; (b) stolen goods or parts of unestablished origin; (c) parts removed from vehicles in breach of the ELV treatment regime; (d) parts subject to an active recall, except after the non-conformity has been remedied; (e) airbags, seat-belt pretensioners and other pyrotechnic/explosive components, unless their sale and transport are expressly permitted and the Seller complies with all special requirements; (f) goods whose sale is prohibited by law. The Platform may supplement this list by published notice; [OPERATOR: final list of prohibited items — to be confirmed by counsel].

5.5 Product safety (GPSR)

Regulation (EU) 2023/988 on general product safety also applies to used, repaired and reconditioned products. The Seller warrants that it offers only safe parts, provides through the Platform's interface the safety information it owes to consumers, cooperates in withdrawal/recall measures, and notifies the Platform immediately if it learns that a part sold is dangerous or non-compliant. The Platform notifies affected Buyers of an illegal product in accordance with Article 32 DSA.

5.6 Moderation

The Platform may remove or restrict the visibility of a Listing that violates these Terms or the law. The Seller receives a reasoned notification and may object through the channel in Section 15.

6. Ranking of Listings and Paid Visibility (Article 5 P2B Regulation)

6.1 Main ranking parameters

The order in which Listings appear in search results and on the home page is determined by the following main parameters, in order of relative importance:

1. Promoted status ("Featured Listing") — listings with an active paid promotion appear before non-promoted listings in search results and on the home page, for the duration of the promotion.
2. The sort order chosen by the Buyer — by default "newest first" (publication date); the Buyer may choose sorting by price (ascending/descending) or by condition grade. The chosen sorting is applied within the groups under point 1.
3. Relevance to the Buyer's search and filters — textual match to the query (including exact OEM-number match) and the filters applied: make, model, part category, condition grade, price, city, year.

6.2 Paid influence on ranking

Sellers may influence ranking against payment: purchasing a promotion (a "featured" package for a set number of days) is the only direct paid way for a Listing to appear higher. Certain subscription plans include monthly promotion credits, which constitutes an indirect paid influence. Prices are set out in the Commission and Fee Schedule. The commission rate and the subscription plan as such do not affect the ranking of non-promoted listings.

6.3 Advertisements

Display advertisements of advertisers appear in separate, designated slots labelled "Advertisement" and do not alter the order of the organic search results.

7. Commission and Fees

7.1 Commission on successful sales

For every completed Order, the Platform deducts a commission calculated on the item price only. Delivery costs paid by the Buyer are not included in the commission base. The applicable rates are set out in the Commission and Fee Schedule, which is an integral and binding part of these Terms; as at the date of this version, the rate is 10% for the free plan and 8% for the paid subscription plans.

7.2 Deduction at source

The commission is deducted automatically when the funds for an Order are released: the Seller's Balance is credited with the item price less the commission. The Seller does not owe a separate payment of the commission for the specific Order.

7.3 Other fees

Subscription fees, listing-promotion fees and advertising-service fees are set out in the Commission and Fee Schedule. Any change to commissions and fees is made in accordance with Section 14 (minimum 15 days' notice on a durable medium).

7.4 Refunded orders

Where an Order is cancelled or refunded (full refund to the Buyer), no commission is due for that Order, and unreleased funds relating to it do not enter the Seller's Balance.

8. Delivery and Fulfilment Deadlines

8.1 Courier and dispatch model

Deliveries are performed exclusively through the courier network of Speedy under a contract between the Platform and the courier: the Platform generates the waybill and arranges and pays for the courier service as sender/payer, and the delivery cost is charged to the Buyer at checkout (or covered under the free-delivery conditions, where applicable). The tariffs and detailed rules are in the Shipping Schedule, which is an integral part of these Terms. The Seller may not dispatch Orders outside this mechanism, except with the Platform's express written consent.

8.2 Pickup address

The Seller must maintain in its account an accurate and up-to-date pickup address with a contact person and telephone number. Without a pickup address on file, no waybill can be issued and Orders cannot be fulfilled. The courier collects the shipment from that address.

8.3 Packaging and handover

The Seller packs the part in a manner appropriate to its weight, dimensions and fragility (including draining fluids where applicable) and hands it over to the courier within the dispatch period.

8.4 Dispatch deadline

A dispatch deadline is set for every Order: the number of business days stated in the Listing (2 by default), counted from the Order date, until the end of the business day (17:00 Bulgarian time). Saturdays, Sundays and official public holidays are not counted.

8.5 One-time extension

The Seller may, once per Order, extend the dispatch deadline by 1 to 3 business days, stating a reason; the Buyer is notified automatically. No extension is possible once the shipment has been marked as ready for dispatch. The extended deadline is final.

8.6 Consequences of missing the deadline

If the Seller fails to dispatch the shipment by the expiry of the deadline (including any extension), the Order is cancelled automatically and the Buyer receives a full refund of the amount paid. Where a waybill has been issued but handover to the courier has not been confirmed, the system may apply a short technical grace period (up to 2 business days) before automatic cancellation; where an extension has been used, the deadline is firm and no grace period applies. The Buyer also has an independent right to cancel the Order: (a) within 24 hours of placing it (before dispatch); and (b) at any time after the dispatch deadline has expired, as long as the shipment is not ready for dispatch. Automatic system cancellations under this Section do not replace the Buyer's statutory rights.

8.7 Cash on delivery (COD)

For cash-on-delivery Orders, the courier collects from the Buyer on delivery the item and delivery amounts under the waybill issued by the Platform and remits the collected amount to the Platform. The funds enter the Seller's Balance under the rules of Section 9, but only after the Platform has actually received the amount from the courier.

9. Payments, Balance and Withdrawal

9.1 Buyer payment methods

Buyers may pay: (a) by card through the payment service provider Stripe — the amount is charged immediately at checkout; (b) by cash on delivery via Speedy; (c) with funds from their wallet balance on the Platform.

9.2 Holding mechanism (escrow mechanism)

Amounts paid by the Buyer are not transferred directly to the Seller. They are received and held by the Platform (through its payment service provider) and are reflected in the Seller's Balance as "pending" funds in the amount of the item price less the commission under Section 7.

9.3 Weekly release (Wednesday)

Pending funds become available for withdrawal in batches once a week: Orders delivered and/or confirmed by Saturday 23:59 Bulgarian time are released on the Wednesday of the following week; if that Wednesday is an official public holiday, the release moves to the next business day. Orders with an open dispute are excluded from release until the dispute is resolved. For cash on delivery, release additionally requires actual receipt of the amount from the courier (clause 8.7).

9.4 Withdrawal and verification (KYC)

Available funds are withdrawn to the Seller's bank account via Stripe Connect — at the Seller's request or via automatic payouts enabled by the Seller. Withdrawal requires completed identity and business verification (KYC) through Stripe. Verification is a condition for withdrawing funds only: a Seller with incomplete verification may publish listings and sell, unless its account has been definitively terminated by the payment service provider, in which case selling is suspended. Accumulated funds remain in the Balance until verification is completed.

9.5 Taxes and documents

The Seller is solely responsible for its tax and accounting obligations, including charging VAT and issuing the documents required by law to the Buyer as seller under the contract. The Platform issues invoices to the Seller for its commissions and fees.

9.6 DAC7 reporting notice

As a platform operator, the Platform is required under Council Directive (EU) 2021/514 (DAC7), as transposed into the Bulgarian Tax and Social Security Procedure Code, to collect and report annually to the Bulgarian National Revenue Agency (NRA) data on Sellers and their sales (name, address, EIK/tax number, VAT number, payment account, fees and commissions withheld, number of transactions and total consideration) where the Seller has made more than 30 sales OR sales with a total value exceeding EUR 2,000 during the calendar year. Details of the data processing are set out in the Privacy Policy.

10. Conformity of Used Goods. Consumer Complaints

10.1 Minimum one-year liability period

For used parts, the Seller is liable for any lack of conformity of the goods with the contract of sale for a period of not less than one year from delivery. A shorter period may not be agreed. The Seller must state in the Listing that the goods are used and inform the Buyer of the applicable liability period.

10.2 Burden of proof and remedies

A lack of conformity that becomes apparent within one year of delivery is presumed to have existed at the time of delivery, unless the Seller proves otherwise or this is incompatible with the nature of the goods or of the lack of conformity. The Buyer has the statutory remedies against the Seller: repair, replacement, a proportionate price reduction, or termination of the contract.

10.3 Complaints register

The Seller must keep a register of consumer complaints lodged, as required by the Consumer Protection Act, and process them within the statutory time limits. The Platform's dispute and complaints procedure (under the Buyer Terms and Conditions; orders with an open dispute are excluded from release under clause 9.3) supports, but does not replace, the consumer's statutory rights.

10.4 Returns

The Seller accepts returns where the consumer exercises the right of withdrawal and in the case of justified complaints, in accordance with the Buyer Terms and Conditions and the Shipping Schedule.

11. Differentiated Treatment

11.1

The Platform does not sell its own goods through the Platform and does not grant preferential ranking or conditions to related parties. All Sellers have access to the same paid visibility services at the same published prices. Should this change, the Platform will describe the differentiated treatment and the main considerations for it in accordance with Section 14.

12. Access to Data (Article 9 P2B Regulation)

12.1 Data available to the Seller

Through its account, the Seller has access to: (a) its own listings and their statistics; (b) its own orders, including the delivery details provided by the Buyer (name, telephone, address) — solely for the purpose of fulfilling the specific Order; (c) its messages with Buyers; (d) the ratings and reviews left about it; (e) its Balance and payout history.

12.2 Data available to the Platform

The Platform has access to all data generated through its use, including listing, order, message and payment data of all Sellers, as well as aggregated data on the use of the service. The Platform provides data to: the courier (Speedy) for the performance of deliveries, the payment service provider (Stripe) for payments and verification, and the NRA under clause 9.6, as well as to competent authorities where there is a legal basis.

12.3 Restrictions

The Seller has no access to individual data of other Sellers. The Platform may use aggregated and anonymised data to improve and develop the service. The Seller processes Buyers' personal data solely for the fulfilment of the relevant Order and for compliance with legal obligations, and acts as an independent controller for that processing. The retention of data after termination of the contract is governed by the Privacy Policy.

13. Restriction, Suspension and Termination

13.1 Graduated measures

In the event of a violation of these Terms or the law, the Platform applies proportionate measures according to the gravity and recurrence of the violation: (a) removal or restriction of the visibility of individual Listings; (b) restriction of individual account features; (c) suspension of the account; (d) termination of the contract.

13.2 Statement of reasons for suspension

In the event of restriction or suspension, the Seller receives on a durable medium a statement of reasons — the specific facts and circumstances and the applicable ground — at the latest at the time the measure takes effect.

13.3 Termination on 30 days' notice

The Platform may terminate the contract with the Seller by reasoned notice on a durable medium at least 30 days before termination. The 30-day period does not apply where: (a) the Platform is required to terminate pursuant to a legal or regulatory obligation; (b) the Platform exercises a right of termination on an imperative ground under national law; (c) the Seller has repeatedly infringed these Terms. In these cases, the reasons are communicated without delay.

13.4 Suspension under Article 30 DSA

Where KYB data is inaccurate and the Seller fails to correct it after being invited to do so, the Platform suspends the account until the deficiency is remedied (clause 3.3).

13.5 Objection

The Seller may contest any measure under this Section through the complaints channel under Section 15.

13.6 Consequences of termination

Upon termination: listings are deactivated; accepted Orders are fulfilled or cancelled with refunds to the Buyers; the available Balance is paid out to the Seller after pending disputes, complaints and liabilities are settled and subject to completed verification under clause 9.4. The Seller may terminate the contract at any time by closing its account; the obligations under Orders already concluded and under Sections 10, 16 and 17 remain in force.

14. Amendments to the Terms

14.1 Minimum 15 days' notice

The Platform notifies Sellers of any proposed amendment to these Terms (including to the Commission and Fee Schedule and the Shipping Schedule) on a durable medium at least 15 days before it takes effect. A longer period is provided where the amendments require the Seller to make significant technical or commercial adaptations.

14.2 No retroactive effect

Amendments have no retroactive effect and do not apply to Orders concluded before they take effect.

14.3 Right of termination and waiver of the notice period

Before the notice period expires, the Seller may terminate the contract free of charge. The Seller may waive the notice period only by an express written statement or by a clear affirmative action — publishing new listings during the notice period is deemed such an action and constitutes acceptance of the amended Terms.

14.4 Versions and re-acceptance

Each version of these Terms has a number and a permanent address (e.g. this version: /legal/seller_terms/v/1). Material amendments require express re-acceptance within the Platform. Amendments made in breach of this Section are null and void pursuant to Article 3 of the P2B Regulation.

15. Complaints and Mediation

15.1 SME exemption note

As an enterprise with fewer than 50 employees and an annual turnover below EUR 10 million, the Platform is currently exempt from the obligations under Articles 11 and 12 of the P2B Regulation to operate an internal complaint-handling system and to designate mediators. If the Platform ceases to qualify for the exemption, this Section will be amended in accordance with Section 14.

15.2 Voluntary complaints channel

Notwithstanding the exemption, the Platform maintains a voluntary complaints channel for Sellers: support@partsmarkt.com. The Platform considers complaints in good faith and endeavours to respond within a reasonable period not exceeding 30 days. The Platform is willing to discuss out-of-court settlement in good faith, including mediation by mutual agreement.

16. Liability. Indemnification

16.1 Liability of the Platform

The Platform provides the intermediation service with the diligence of a prudent trader but does not guarantee uninterrupted and error-free operation. The Platform is not liable for the goods, their descriptions, conformity, safety or legality — these are obligations of the Seller (clause 2.2).

16.2 Limitation

To the extent permitted by law, the Platform's aggregate liability to the Seller for all claims in any 12-month period is limited to the total amount of the commissions and fees paid by the Seller in the 12 months preceding the event, and does not cover loss of profit or indirect damages. The limitation does not apply in cases of intent or gross negligence, or where liability cannot be limited under mandatory provisions of law.

16.3 Indemnification by the Seller

The Seller shall indemnify the Platform for all damages, penalties and costs (including reasonable attorneys' fees) arising from claims by third parties, consumers or authorities resulting from the Seller's breach of these Terms, from the non-conformity or illegality of the goods it offers, or from infringement of third-party rights.

16.4 Force majeure

Neither party is liable for non-performance caused by force majeure.

17. Intellectual Property. Confidentiality

17.1 Rights of the Platform

The software, design, databases, trademarks and content of the Platform are the property of the operator or its licensors. The Seller acquires no rights in them beyond the limited right to use the service.

17.2 Licence to the Seller's content

The Seller retains the rights to the content of its Listings (photographs, texts) but grants the Platform a non-exclusive, royalty-free, territorially unlimited licence to use, reproduce, adapt and publicly display it for the purposes of providing and promoting the service, including through distribution in third-party channels (for example, social-network product catalogues and the Platform's public feeds/API). The Seller warrants that it holds the necessary rights to the content it uploads.

17.3 Confidentiality

The parties shall keep confidential any non-public commercial information learned in connection with the contract, except where disclosure is required by law or by an authority. The processing of personal data is governed by the Privacy Policy.

18. Governing Law. Final Provisions

18.1 Governing law and jurisdiction

These Terms are governed by Bulgarian law. Disputes between the Platform and the Seller are referred to the competent Bulgarian court — [OPERATOR: venue clause (e.g. the competent court in Sofia) — to be confirmed by counsel].

18.2 Severability

The invalidity of an individual clause does not affect the validity of the remaining clauses. The invalid clause is replaced by the mandatory statutory rule or by a valid clause that comes closest to its purpose.

18.3 Entire agreement

These Terms, together with the Commission and Fee Schedule, the Shipping Schedule and the Privacy Policy, constitute the entire agreement between the Platform and the Seller regarding the intermediation service.

18.4 Language

These Terms are concluded in the Bulgarian language. The Bulgarian language version is the governing and authentic version; this English version (/legal/seller_terms/v/1) is provided for convenience only, and in the event of any inconsistency the Bulgarian text prevails.

18.5 Storage on a durable medium

Each version of these Terms is available at a permanent address in a form that allows storage and reproduction (Bulgarian Electronic Commerce Act). This version: 1, effective from [OPERATOR: effective date — to be completed].