Terms and conditions
Version 1.2 · effective from 18 August 2026 · replaces Version 1.1 (20 April 2026)
Abian Marketplace is a specialised B2B e-commerce platform for the procurement of IT and electronic goods. The Platform is based on Magento and enables Customers to place orders online.
1. General Provisions
1.1. These terms (the Terms) govern the use of Abian Marketplace and apply to all orders placed on the Platform. By registering an account or placing an order, the Customer agrees to them.
1.2. The Terms operate as a framework agreement. Each order is governed by the version of the Terms that was in force when the order was submitted.
1.3. Amendments. Abian is entitled to amend the Terms by notifying the account e-mail address and publishing the new version no later than 14 days before it enters into force. Amendments do not apply to orders that have already been confirmed. Abian maintains a public archive of versions.
1.4. Termination. The Terms remain in force for an indefinite period; either Party may terminate the relationship by giving 30 days’ written notice. Termination does not affect confirmed orders. Sections 9–13 and all financial obligations remain in force after termination until they have been fully performed.
1.5. Abian is the sole Seller of the Goods on the Platform; the Platform is not an intermediary service and no third-party sellers operate on it.
2. Definitions
Abian — Abian Marketplace SIA, the operator of the Platform and Seller of the Goods (company details in Section 14).
Customer — a legal entity that has registered an account and places orders.
User — a natural person authorised by the Customer to use the account.
Parties — Abian and the Customer.
Goods — electronics, IT equipment, components and other physical items.
Digital Products — licences, subscriptions, cloud services and other intangible supplies. References to Goods also apply to them unless stated otherwise.
Catalogue — the list of goods published on the Platform, including descriptions, specifications, images, availability and pricing data.
Order Confirmation — an electronic notice from Abian by which the contract of sale is concluded.
Credit Limit — the maximum amount, granted by Abian, of unpaid deliveries made on deferred-payment terms.
OEM — the original manufacturer of the Goods.
3. Registration and Users
3.1. The Platform is intended solely for legal entities and persons carrying on an economic activity (B2B). Abian does not accept orders from consumers.
3.2. When registering, the Customer states its legal name, registration number, address and VAT number, if one has been assigned, and confirms that it is not a consumer. Abian verifies the validity of the registration number and VAT number, including through VIES, and retains an audit record of the verification and confirmation. The account is not activated until the information has been provided and verified.
3.3. The Customer keeps its information up to date and informs Abian of changes within five business days, including the cancellation of its VAT number or a change of control.
3.4. The Customer appoints Users, assumes full responsibility for the orders they place, ensures the confidentiality of access credentials and revokes the rights of Users who are no longer authorised.
3.5. The Customer is responsible for all activity in its account, including unauthorised use, until it notifies Abian in writing that the access credentials have been compromised. Notification must be given immediately and no later than 24 hours after the fact is discovered; following notification, Abian suspends the account.
3.6. In relation to the contact details of the Customer’s representatives, each Party is an independent controller of personal data. The Customer confirms that it has a legal basis for disclosing the data and has informed its employees; otherwise, the Customer shall indemnify Abian for the losses incurred.
4. Use of the Platform
4.1. Abian grants the Customer a non-exclusive, non-transferable and revocable right to use the Platform for its procurement needs.
4.2. The Platform is provided ‘as is’ and ‘as available’. Abian does not guarantee uninterrupted or error-free access, is not liable for losses arising from unavailability and provides no service-level agreement (SLA) unless separately agreed in writing. Abian is entitled to carry out maintenance; advance notice is given of work lasting more than four hours.
4.3. The Platform, its code and design, and the descriptions, images, pricing and availability data contained in the Catalogue and their compilation belong to Abian or its licensors and are protected by copyright and database rights. OEM trade marks belong to the manufacturers, and the Customer may use them solely for resale in accordance with the manufacturer’s terms.
4.4. The following are prohibited: automated extraction or copying of the Catalogue (scraping or crawling); accessing the Platform using automated tools or generating a volume of requests unrelated to genuine procurement; disclosing prices, discounts and delivery terms except as permitted under Section 11; using the Platform for competitive intelligence or providing Abian’s competitors with access; circumventing access controls, reverse engineering or disrupting the operation of the Platform.
4.5. Abian is entitled to suspend or terminate access immediately if the Customer has an overdue payment; if Section 4.4, 10 or 11 has been breached; if the registration information is false; if the Customer or a person associated with it is on a sanctions list or there are reasonable grounds to suspect circumvention of sanctions; or if insolvency proceedings have been commenced against the Customer. Suspension does not release the Customer from its obligations relating to confirmed orders.
5. Catalogue, Prices and Ordering
5.1. Catalogue data. Specifications, images, codes, availability and delivery-time data are received from manufacturers and distributors, are provided for information, may be incomplete or out of date and do not constitute an offer binding on Abian or a guarantee of the characteristics of the Goods. Only the information stated in the Order Confirmation is binding. Before ordering, the Customer satisfies itself that the Goods meet its needs.
5.2. Prices are in euros (EUR), are indicative and exclude VAT, other taxes, customs duties and delivery costs unless stated otherwise. All payments are made in EUR.
5.3. An order constitutes an offer by the Customer. The contract of sale is concluded when Abian sends the Order Confirmation to the account e-mail address; an automated acknowledgement of receipt is not a confirmation.
5.4. Abian is entitled to cancel an order because of a pricing error, the unavailability of the Goods or a technical error. If an obvious pricing or specification error appears in the confirmation itself, Abian may withdraw it within two business days, refunding the Customer’s payments in full and assuming no liability for losses.
5.5. Price adjustment. For orders with a delivery period exceeding 30 days, Abian is entitled to adjust the price if customs duties, import tariffs, manufacturer prices or exchange rates have changed, by giving written notice thereof. If the increase exceeds 5%, the Customer may withdraw from the order without penalty within three business days and receive a refund of payments made.
5.6. VAT. Where the reverse-charge mechanism or the 0% rate for an intra-Community supply applies, the Customer maintains a valid EU VAT number throughout the transaction and, upon request, provides evidence of the dispatch or receipt of the Goods. Otherwise, Abian is entitled to recalculate the transaction at the standard rate and issue an additional invoice for the tax, penalties and late-payment interest.
5.7. Digital Products. The term and renewal arrangements are stated in the confirmation. A renewable subscription is renewed automatically unless the Customer gives written notice of non-renewal at least 30 days before the end of the term. The subscription term is non-cancellable and, after a licence key or access has been provided, the product cannot be returned and the fee is non-refundable. Use is governed by the manufacturer’s licence terms, which the Customer accepts directly with the manufacturer.
6. Payments and Credit Limit
6.1. The default payment method is prepayment against a pro forma invoice; the Goods are not dispatched until payment has been received in full.
6.2. Credit Limit. The Customer may apply for a Credit Limit and agrees that Abian may conduct solvency and credit-history checks. Abian is entitled at any time and without prior notice to review, reduce, suspend or withdraw the limit, and to require security, a guarantee or prepayment as a condition of delivery. An overdue payment automatically suspends the limit and further deliveries until the debt has been discharged in full.
6.3. Deferred-payment invoices issued within the Credit Limit are payable within seven calendar days of issue unless a different period is stated in the confirmation. This period does not apply to prepayment and pro forma invoices, which must be paid before dispatch.
6.4. Late-payment interest. In the event of late payment, the Customer shall pay late-payment interest at 0.05% of the amount not paid on time for each day of delay. It accrues automatically from the first day of delay without separate notice, is not regarded as a contractual penalty and does not release the Customer from payment of the principal debt. In addition, Abian is entitled to claim debt-recovery costs of at least EUR 40 for each invoice not paid on time and reasonable actual recovery expenses, including legal costs.
6.5. No set-off. The Customer is not entitled unilaterally to set off any amount against Abian’s invoices or withhold payment, except with Abian’s written consent or on the basis of a final court judgment. A dispute concerning an individual line item does not suspend the payment deadline for the remaining line items or invoices.
6.6. Payment details. Abian’s payment details are solely those stated in Section 14 or in an invoice issued by Abian. Before making a payment, the Customer must confirm by telephone, using the number stated in Section 14, any notice concerning a change in payment details. Payment to an account that has not been confirmed in this manner does not constitute performance of the obligation and does not release the Customer from its payment obligation.
6.7. Invoices are issued electronically and sent to the account e-mail address or provided in a structured format (including Peppol BIS Billing 3.0). The Customer agrees to receive invoices electronically and not to require them in paper form. An invoice is prepared in accordance with the requirements of laws and regulations governing supporting documents and tax invoices and is deemed received on the day on which it is sent. The Customer ensures that the receiving channel is operational.
7. Delivery and Title
7.1. Goods are dispatched after payment has been received or within an approved Credit Limit. Deliveries are made within the region stated in the Delivery Terms; deliveries outside that region are agreed separately. Abian does not deliver to jurisdictions subject to sanctions measures (see Section 10).
7.2. Unless stated otherwise in the confirmation, delivery is made under the Incoterms® 2020 DAP rule to the address specified by the Customer; where transport is arranged by the Customer, EXW applies. The risk of accidental loss of or damage to the Goods passes to the Customer at the time prescribed by the applicable Incoterms rule: under DAP, when the Goods are placed at the Customer’s disposal at the specified destination; under EXW, when the Goods are handed over to the Customer or its carrier. Customs duties, taxes and import formalities are borne and handled by the Party to which they are allocated under the applicable Incoterms rule. The Customer is responsible for unloading at the place of delivery unless otherwise agreed.
7.3. Delivery times are indicative and non-binding unless the Parties have separately agreed a fixed deadline in writing. Abian is entitled to make partial deliveries and issue separate invoices for them.
7.4. Failure to accept delivery. If the Customer does not accept the Goods at the agreed time, risk passes to the Customer from the day on which the Goods were available for delivery. The carrier makes no more than three delivery attempts, after which the Goods are returned to the sender or to the address specified by Abian; the Customer bears the costs of redelivery. Abian is entitled to store the Goods at the Customer’s expense, charging 0.5% of the value of the Goods for each commenced week, but not less than EUR 25 per week. If the Goods have not been accepted within 30 days, Abian may withdraw from the order and claim damages.
7.5. Retention of title. Title to the Goods passes to the Customer after the invoice has been paid in full. Until payment has been made in full, the Goods remain the property of Abian, and the Customer: stores the unpaid Goods in a manner that identifies them as Abian’s property and, upon request, discloses their location and serial numbers; insures them for at least the invoice amount; does not pledge them or otherwise encumber them with third-party rights; immediately informs Abian of third-party claims, attachment or insolvency proceedings; and, when reselling the Goods in the ordinary course of business, assigns to Abian its claim against the onward purchaser up to the value of the unpaid Goods.
7.6. If payment is overdue by more than 30 days, Abian is entitled to require the return of the unpaid Goods. Access to the Goods at the Customer’s premises is permissible only with the Customer’s written consent or through the enforcement procedure prescribed by law. Return of the Goods does not release the Customer from liability for damages.
8. Inspection, Claims and Returns
8.1. The Customer inspects the Goods and packaging upon receipt. Visible damage, damage to the packaging or a discrepancy in quantity must immediately be recorded on the transport waybill and photographed, and the photographs must be sent to Abian on the same day. If the notation and photographs are not made, the Customer assumes that part of the loss which Abian is unable to recover from the carrier for that reason.
8.2. The Customer notifies Abian in writing of damage sustained during transport that was not visible at the time of delivery within seven calendar days of delivery. This period follows from the conditions of carriage and is necessary to preserve rights of recourse against the carrier. If the Customer fails to comply with it, the Customer assumes that part of the loss which Abian is unable to recover from the carrier for that reason.
8.3. Warranty defects. The Customer submits claims concerning manufacturing or material defects within the manufacturer’s warranty period in accordance with the Warranty Terms, either directly to the manufacturer’s authorised service centre or through Abian (see Clause 9.2). The periods in Clauses 8.1 and 8.2 do not apply to these claims. The Customer notifies Abian immediately upon discovering a defect in the Goods that existed at the time of sale and is unrelated to transport.
8.4. Goods defective on arrival (DOA). If the Goods do not function when first put into use, the Customer notifies Abian within 14 calendar days of the delivery date, stating the invoice number, serial number and a description of the defect and attaching photographs. If DOA status is confirmed and the manufacturer’s or distributor’s procedure permits it, Abian arranges replacement of the Goods or a credit note/refund. If DOA status is not confirmed, the matter is considered in accordance with the warranty procedure or the seller-liability procedure. After this period, the matter is dealt with as an ordinary warranty case.
8.5. Return of non-defective Goods is not a right of the Customer but an act of goodwill by Abian and requires prior written approval, formalised as a return merchandise authorisation (RMA) number valid for 14 days. The Goods must be unused, complete and in their original packaging. The following charge applies to an approved return: 10% for standard Catalogue Goods in unopened original packaging within 14 days of delivery; 15% for the same Goods from day 15 to day 30; 25% for unused Goods with opened or damaged packaging, and for Goods specially ordered or configured for the Customer if Abian agrees to accept them. The charge corresponds to the costs borne by Abian towards the manufacturer or distributor and is not a penalty. Within 14 days after receiving and inspecting the returned Goods, Abian issues a credit note or makes a refund, less the return charge.
8.6. Goods notified for return later than 30 days after delivery, Digital Products after access has been provided, and goods that the manufacturer or distributor does not accept back are not accepted. For returns referred to in Clause 8.5, the Customer bears the transport costs and risk until the Goods are received; for claims under Clauses 8.1–8.4, Abian bears transport costs agreed in writing in advance if, following inspection, the claim is recognised as justified; if the defect or non-conformity is not confirmed, the Customer bears the transport and diagnostic costs.
9. Warranties and Liability
9.1. Abian provides no independent voluntary warranty or representation concerning the suitability of the Goods for a particular purpose, compatibility with the Customer’s infrastructure or uninterrupted operation beyond the OEM warranty and the requirements of applicable laws and regulations. This Section does not exclude Abian’s statutory liability as seller for the conformity of the Goods to the extent that such liability cannot be limited in transactions between persons carrying on an economic activity.
9.2. Manufacturer’s warranty. Commercial warranties are provided by the OEM or distributor in accordance with their terms; the warranty period is calculated from the invoice date unless the manufacturer provides otherwise. The fastest course in a warranty case is to apply directly to the manufacturer’s authorised service centre; in addition, the Customer may use Abian as an intermediary by submitting an application through the Platform. Repair periods are determined by the manufacturer and service centre, and Abian does not provide replacement equipment. If the authorised service centre rejects the warranty claim, Abian is not entitled to decide otherwise and is not liable for the manufacturer’s warranty terms, time limits or refusals. Detailed conditions are set out in the Warranty Terms.
9.3. Abian acts as a distributor of the Goods within the meaning of EU market-surveillance legislation; where Abian introduces Goods from third countries into the EU market, it fulfils the importer’s obligations in respect of those Goods. The Customer is prohibited from rebranding the Goods, changing their markings or making changes that alter their conformity status; in such a case, the Customer assumes the manufacturer’s obligations and Abian’s liability for those Goods ends.
9.4. Where the Goods include OEM software or a cloud service, the manufacturer’s end-user licence agreement applies, which the Customer accepts directly with the manufacturer. Abian is not liable for the functionality, updates or vulnerabilities of the manufacturer’s software or for changes to its licence terms.
9.5. Exclusion of liability. Abian is not liable for indirect losses, including loss of profit, revenue or savings, downtime costs, loss of data or recovery costs, reputational damage, third-party claims and contractual penalties paid by the Customer to its own customers, whether or not Abian had been informed of the possibility of such losses.
9.6. Liability cap. Abian’s aggregate liability in respect of one order or a series of interconnected events does not exceed the value of the relevant order excluding VAT. Where a claim is not attributable to a specific order, liability does not exceed the amount paid by the Customer to Abian during the 12 months preceding the occurrence of the grounds for the claim. The limitations in Clauses 9.5 and 9.6 do not apply to losses caused by Abian’s intentional conduct or gross negligence, or where limitation is not permitted.
9.7. Force majeure. A Party is not liable for non-performance or delay caused by extraordinary circumstances which it could not control, foresee or prevent, including: natural disasters, fire, war, terrorism or strikes; decisions of state authorities, sanctions, export or import restrictions; epidemics and related restrictions; delays or refusals of supply by manufacturers and distributors, insofar as they result from circumstances which the relevant supplier could not control, foresee or prevent; shortages of components and production capacity; disruption to transport, ports, border crossings or logistics; interruption of electricity, telecommunications or the internet; and cyberattacks on the systems of a Party or its suppliers. The Party informs the other Party of the circumstance without undue delay. If the circumstance continues for more than 60 days, either Party may withdraw from the order without penalty, and the Customer receives a refund of payments made for undelivered Goods.
10. Compliance, Sanctions and Product Obligations
10.1. The Customer represents and warrants that neither it nor its beneficial owners, members of its management board or persons associated with it are included on sanctions lists of the EU, the United States, the United Kingdom or the United Nations, act in the interests or on behalf of a sanctioned person, or are registered or effectively operate in a jurisdiction subject to comprehensive sanctions measures.
10.2. The Customer undertakes not to sell, export, re-export, transfer or otherwise make the Goods available, directly or indirectly, in the Russian Federation or Belarus, or for use in those or other jurisdictions subject to the relevant sanctions measures, and to take reasonable steps to ensure that its customers throughout the resale chain also observe the prohibition.
10.3. These representations and prohibitions are a material term of the contract. In the event of a breach, Abian is entitled immediately to suspend deliveries, withdraw from any order and terminate the relationship without consequences for Abian, and to claim a contractual penalty equal to 15% of the order value and damages. The Customer immediately informs Abian of any identified breach or attempted circumvention.
10.4. Where the Goods are dual-use goods or are subject to export controls, the Customer complies with the applicable legislation and, upon request, submits an end-user and end-use declaration. Where the Customer is registered outside the EU or the Goods are exported outside the EU, the mandatory no-re-export arrangements prescribed by EU law apply in addition, including in relation to high-priority goods, and the Customer ensures that its contracts with third parties contain a corresponding prohibition. Abian is entitled to refuse to fulfil an order where the end use has not been sufficiently demonstrated and may carry out sanctions screening at any time, suspending delivery while the screening is conducted.
10.5. Traceability and recalls. The Customer maintains records of the models delivered, serial numbers and recipients and provides them to Abian upon request. If a manufacturer, distributor or supervisory authority announces a recall, safety warning or vulnerability notice, the Customer immediately ceases selling the relevant Goods, passes the information to its customers and end users and cooperates in implementing corrective measures.
10.6. Environmental obligations. Where the Goods remain in circulation in Latvia, Abian fulfils the obligations concerning the management of waste electrical and electronic equipment, batteries and packaging in respect of deliveries made by Abian. Where the Customer exports the Goods from Latvia or places them on the market in another country, the Customer fulfils the applicable extended producer responsibility, registration and waste-management obligations in that country at its own expense and indemnifies Abian for all costs and penalties connected with non-performance.
10.7. Cybersecurity. Abian maintains information-security measures consistent with industry practice, informs the Customer within 72 hours of security incidents in Abian’s systems that directly affect Customer data or deliveries, and provides information concerning subcontractors upon request. Abian does not accept unrestricted audit rights, penetration testing of its systems or activities in the Customer’s infrastructure unless separately agreed in writing. In relation to Goods with digital elements, Abian, as distributor, verifies the presence of conformity markings and documentation and provides the Customer with the manufacturer’s information concerning the support period and known vulnerabilities; responsibility for the product’s cyber-resilience requirements remains with the manufacturer.
11. Confidentiality
11.1. Abian’s prices, discounts and pricing terms, Credit Limit terms, Catalogue data and their scope, supply-chain information, Platform functionality and unreleased features, and other commercially sensitive information are confidential.
11.2. The Customer does not disclose confidential information to third parties, use it for purposes other than its own procurement, and ensures that it is accessed only by employees subject to equivalent confidentiality obligations. Disclosure to Abian’s competitors is prohibited.
11.3. The obligation does not apply to information that is publicly available, information previously known to the Customer, or information that must be disclosed pursuant to a law or a decision of a competent authority; in the latter case, the Customer informs Abian in advance to the extent legally permissible. The obligation remains in force during the relationship and for three years after its termination.
12. Data Protection and Tracking
12.1. The controller of personal data is Abian Marketplace (company details in Section 14). Processing takes place in accordance with the General Data Protection Regulation. Full information concerning the purposes, legal bases, recipients, retention periods and data subject rights is provided in Abian’s Privacy Policy (Version 1.0, effective from 1 September 2026).
12.2. Consent. Analytics and marketing tools that are not technically necessary are activated only after the user has given consent through the Platform’s consent-management tool; until then, the relevant scripts are not loaded. Consent may be withdrawn at any time using the same tool; a complete list of cookies, their purposes and retention periods is provided in the Cookie Policy. Consent is given by the relevant natural person in the browser — the Customer does not and cannot give it on behalf of its Users.
12.3. Subject to consent, Google Analytics 4 is used for traffic and behavioural analysis, and Meta Pixel and Google Ads are used to measure advertising effectiveness and for remarketing. In relation to Meta Pixel, Abian and Meta Platforms Ireland Limited act as joint controllers; the allocation of roles is described in the Privacy Policy.
12.4. When the aforementioned tools are used, data may be transferred to recipients in the United States (Google LLC and Meta Platforms, Inc.) on the basis of the European Commission’s adequacy decision concerning the EU–US Data Privacy Framework or, where that decision does not apply, on the basis of standard contractual clauses and supplementary safeguards.
12.5. The Customer informs its Users about data processing on the Platform and ensures that Abian’s Privacy Policy is available to them.
13. Governing Law, Disputes and Final Provisions
13.1. The Terms and contracts of sale concluded under them are governed by the laws of the Republic of Latvia. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
13.2. Disputes are resolved through negotiation; if no agreement is reached within 30 days, the dispute shall be heard by a court of the Republic of Latvia at Abian’s registered office, subject to the rules on jurisdiction laid down in the Civil Procedure Law. The Parties agree that this constitutes an exclusive jurisdiction agreement in respect of claims brought by the Customer. Abian is additionally entitled to seek interim measures and to pursue debt recovery or recovery of unpaid Goods in any competent jurisdiction in which the Customer or the Goods are located.
13.3. If any provision proves invalid, this does not affect the remaining provisions, and the invalid provision is replaced by a valid provision that most closely reflects the Parties’ original intention in substance.
13.4. Notices sent to the Customer’s account e-mail address or to Abian’s e-mail address stated in Section 14 are legally valid and deemed received on the next business day. The Customer ensures that the account e-mail address remains operational and up to date.
13.5. The Customer may not assign its rights and obligations to third parties without Abian’s written consent. Abian is entitled to assign them within its group of companies or in the event of a transfer of undertaking, upon notifying the Customer.
13.6. The authentic version of the Terms is the Latvian-language version; in the event of any conflict with a translation, the Latvian-language version shall prevail.
13.7. The Terms, together with Order Confirmations and the Privacy Policy, constitute the entire agreement and supersede all prior negotiations and agreements. Terms contained in the Customer’s procurement forms or other documents are not binding on Abian without express written acceptance. Failure to exercise a right on one occasion does not constitute a waiver of that right in the future.
14. Company Details
Name and registration number: Abian Marketplace SIA, registration No. 40203763064
VAT registration number: LV40203763064
Registered office: 7 Aldaru Street, Riga, LV-1050
E-mail and telephone: [email protected], +371 25443536
Settlement account: LV94HABA0551065606312 (AS Swedbank, SWIFT/BIC HABALV22)
For data protection matters: [email protected]
Supervisory authorities: Consumer Rights Protection Centre (market surveillance), Data State Inspectorate (personal data protection)