Terms of Sale of Automotive Spare Parts through Originall Parts

1. General Provisions

1.1. The Seller is AXIO Enterprises Limited, Unit 225-11, 2/F, Mega Cube, 8 Wang Kwong Road, Kowloon Bay, Hong Kong (hereinafter referred to as the “Seller”).

1.2. The Buyer is a duly registered legal entity using the Originall Parts website to purchase products for its business activities (hereinafter referred to as the “Buyer”). This Contract is not intended for individuals.

1.3. This Contract governs the Buyer's purchase of products through https://originall.parts/ (hereinafter referred to as the “Website”), payment for orders, receipt of products, and use of additional services available through the Website.

1.4. AXIO Enterprises Limited is the Seller of all products under all orders, regardless of the country in which the products are located or dispatched.

1.5. The Seller's regional partners are independent legal entities and may store, prepare, and dispatch products on the Seller's behalf. A regional partner does not become the Seller to the Buyer merely by performing these activities.

1.6. The Seller may engage third parties to perform its obligations under this Contract without obtaining separate approval from the Buyer, while remaining responsible for fulfilling its contractual obligations.

2. Subject Matter of the Contract

2.1. The Seller sells automotive spare parts and other products listed on the Website to the Buyer, and the Buyer purchases and pays for such products in accordance with this Contract.

2.2. The product name, part number, manufacturer, quantity, price, currency, country of dispatch, and other order specifications are determined by the offer available on the Website when the Buyer places the order.

2.3. The details of each placed order and the corresponding invoices constitute documentary records of the relevant purchase under this Contract.

2.4. Additional services relating to the collection, handling, logistics, or other operations involving products may be selected by the Buyer through the Website's shipment management tools. The availability of each service depends on the Website's functionality for the relevant country and order.

3. Product Information and Parts Selection

3.1. The Buyer independently enters the product part number into the Website's search system.

3.2. The Website searches for products using the part number entered by the Buyer and does not independently select spare parts based on a vehicle identification number (VIN).

3.3. The Buyer independently determines the required part number and verifies that the selected spare part is compatible with the Buyer's intended use.

3.4. The Seller is responsible for ensuring that the supplied products conform to the placed order, including the part number, quantity, and specified characteristics, in accordance with this Contract and applicable law.

3.5. The Buyer is provided with information about the product and its purchase conditions through the Website before placing an order.

4. Order Placement

4.1. The Buyer places orders exclusively through the Website using its customer account.

4.2. The order contents, product specifications, quantity, price, and other available parameters are determined by the offer selected by the Buyer and recorded by the Website when the order is placed.

4.3. By placing an order, the Buyer accepts the published terms of this Contract and the applicable terms of the order. The Seller's obligations under a specific order arise in accordance with the order placement and confirmation procedure displayed on the Website, subject to applicable mandatory legal requirements.

4.4. Information about placed orders, their value, and fulfillment status is displayed in the Buyer's customer account.

4.5. Available actions to modify or cancel an order are performed through the relevant Website tools, subject to the order's current status.

5. Product Prices and Settlement Procedures

5.1. The product price is determined by the price of the offer displayed on the Website when the order is placed.

5.2. The order value is recorded in the system and reflected in the corresponding invoice issued by the Seller.

5.3. The total value of the Buyer's purchases under this Contract equals the sum of all invoices issued by the Seller under this Contract, taking into account adjustments, cancellations, and refunds. Amounts denominated in different currencies are accounted for separately unless the Website provides a different published conversion procedure.

5.4. Additional services are paid for in accordance with the rates and conditions displayed on the Website when the Buyer selects them.

5.5. Orders are paid for using the Buyer's available balance in its customer account.

5.6. The Buyer is responsible for maintaining sufficient funds in its account balance to pay for orders and selected paid services.

5.7. The Buyer funds its account balance in advance. When an order is paid for, the corresponding amount is deducted from the available balance in accordance with the Website's functionality.

5.8. If the available balance is insufficient, payment for the order cannot be completed until the balance is replenished or another mechanism expressly provided by the Website is used. This Contract does not, in itself, provide the Buyer with credit.

5.9. Information about account funding, deductions, adjustments, and the available balance is displayed in the customer account.

6. Account Funding Methods

6.1. The Buyer funds its account balance using the payment methods available on the Website.

6.2. Depending on the Buyer's country, currency, payment provider, and available functionality, the following methods may be used: bank transfer, PayPal, and USDT, provided that each method is actually available and legally permitted.

6.3. The Website provides the Buyer with the applicable instructions and payment details for the selected funding method.

6.4. The funding amount is credited to the account balance after receipt and identification of the payment have been confirmed through the applicable payment mechanism.

6.5. Fees, restrictions, available currencies, and funding conditions are communicated to the Buyer through the relevant interface or the published terms of the selected payment method.

6.6. Where USDT funding is available, the supported blockchain network, token, receiving wallet address, method for determining the amount credited, required confirmations, and procedures for handling erroneous payments must be specified. Availability is also subject to applicable legal restrictions.

6.7. The Buyer must use the correct payment details and instructions provided through the designated Website channels.

6.8. Any unused account balance remains attributable to the Buyer. The procedure for refunding such funds upon account closure or termination of this Contract is governed by the published refund terms and applicable law. An unused balance does not automatically become income of the Seller.

7. Receipt of Products and Self-Collection

7.1. The primary method of receiving orders for B2B Buyers is self-collection from the warehouses of the Seller's regional partners.

7.2. During order placement and management, the Website provides information about the available collection location and the readiness of products for collection.

7.3. The Buyer arranges collection independently or through its authorized representative.

7.4. Upon collection, the order number, list of transferred products, quantity, time, and confirmation of handover are recorded.

7.5. The Buyer uses the customer account's shipment management tools to manage collection and obtain information about product readiness.

7.6. Available warehouses and collection methods are determined by the Website based on the actual location of the products and the capabilities of regional partners.

8. Handover to the Buyer's Courier

8.1. Where the relevant functionality is available, the Buyer may use the Website tools to arrange for an order to be handed over to its courier or courier service.

8.2. The Buyer independently selects and sends a courier or courier service to collect the products.

8.3. The Buyer provides the information necessary for product handover through the relevant functionality of its customer account.

8.4. The Seller or an authorized regional partner hands over the products to the designated recipient after verifying the recipient's authority and order information in accordance with the applicable procedure.

8.5. The handover is recorded in the system and supported by available documents and recorded handover events.

8.6. The Seller remains responsible for ensuring that the products handed over conform to the order and for any breaches of its obligations occurring before handover.

9. Receipt of Products in the Buyer's Country

9.1. In certain countries, the Website may offer the option of collecting products from the warehouse of a local regional partner.

9.2. This option is available only in countries and for orders where the relevant functionality is provided by the Website. If the service is unavailable, the Buyer cannot select this collection method.

9.3. The Buyer selects an available collection method in its country directly through the customer account tools.

9.4. Collection arrangements, including the available warehouse, cost of additional operations, logistics, and related expenses, are displayed on the Website when the relevant option is selected.

9.5. Collection from a local warehouse is possible only where the regional partner has the necessary capabilities to import, store, and release the products.

9.6. Logistics, customs clearance, and related expenses are paid by the Buyer in accordance with the terms and price of the relevant service displayed on the Website. The actual performance of customs obligations is undertaken by the party determined under applicable requirements and the terms of the selected service.

9.7. The Buyer confirms the selection and payment for the service through the Website. No separate individual agreement is required for a standard available collection method.

9.8. AXIO Enterprises Limited remains the Seller of the products regardless of which regional partner performs the local handover.

10. Ownership and Transfer of Risk

10.1. Ownership of the products passes to the Buyer upon their physical handover to the Buyer, its authorized representative, or its designated courier or courier service, as evidenced by a document or electronic event recorded under the applicable handover procedure.

10.2. The risk of accidental loss of or damage to the products passes to the Buyer at the time of such handover, to the extent permitted by applicable law.

10.3. Where an available service for collection from a warehouse in the Buyer's country is used, handover is deemed completed upon documented release of the products to the Buyer or its designated recipient.

10.4. Handover and subsequent actions are recorded in the system, retaining the order identifier and supporting information.

10.5. The transfer of ownership and risk does not release the Seller from liability for products that do not conform to the placed order or for other breaches occurring before handover.

11. Delivery Arranged by the Seller

11.1. This section applies only where the Seller arranges delivery of the products as part of a service available on the Website.

11.2. Delivery availability is determined by the Website's functionality for the relevant country, product, and order.

11.3. The Buyer selects an available delivery option through its customer account and pays the applicable cost in accordance with the displayed conditions.

11.4. The Seller may engage carriers and regional partners to perform delivery while remaining responsible for its contractual obligations.

11.5. Where delivery is arranged by the Seller, the applicable export, import, and customs obligations, together with the cost of related operations, are determined by the terms of the service selected on the Website and mandatory legal requirements.

11.6. Where the Buyer collects the products independently or arranges handover to its own courier, the provisions of this section concerning Seller-arranged delivery do not apply.

12. Product Inspection and Claims

12.1. Upon receipt, the Buyer checks the quantity, part numbers, completeness, and visible condition of the products.

12.2. Any identified discrepancies, damage, defects, or defective products are reported by the Buyer through the relevant section of its customer account on the Website.

12.3. The Buyer selects the relevant order and product, describes the nature of the issue, and submits the necessary information and supporting materials using the available tools.

12.4. The claim is registered in the system with a unique identifier and a recorded submission time.

12.5. Claim review, requests for additional information, decisions, and status changes are reflected in the customer account.

12.6. The time limits and procedures for submitting claims are determined by the published claim-handling terms on the Website, subject to applicable law.

12.7. Failure to provide a photograph or other additional material does not, by itself, extinguish the right to submit a valid claim where such a restriction is not permitted by applicable law.

13. Product Quality, Warranties, and Returns

13.1. The Seller ensures that the supplied products conform to the placed order and applicable product quality requirements.

13.2. The Buyer is independently responsible for selecting the required part number, while the Seller remains responsible for supplying products in accordance with the order.

13.3. Information about warranty terms, where applicable to the product, is provided through the Website and available product documentation.

13.4. Requests relating to returns, replacements, defects, and warranty claims are submitted through the relevant section of the customer account.

13.5. The Buyer receives information about claim processing and available actions through the Website.

13.6. Product returns are handled in accordance with the procedure displayed in the system and the applicable terms of this Contract, without prejudice to the parties' mandatory legal rights.

14. Liability of the Parties

14.1. The parties are liable for breaches of their obligations under this Contract in accordance with its terms and applicable law.

14.2. The Seller is responsible for the proper performance of its obligations, including where regional partners or other third parties are engaged.

14.3. The Buyer is responsible for the accuracy of information provided when placing an order and for selecting the correct part number.

14.4. The Buyer is responsible for arranging self-collection and for the actions of its designated carrier after the risk has passed in accordance with this Contract.

14.5. Nothing in this Contract excludes liability where such exclusion or limitation is prohibited by mandatory applicable law.

15. Circumstances Affecting Performance

15.1. If circumstances arise that materially prevent the fulfillment of an order, information about the affected order and its status is provided to the Buyer through the Website.

15.2. The consequences of force majeure circumstances are determined by this Contract and applicable law.

15.3. If performance of an order becomes impossible, the available cancellation, refund, or other resolution procedures provided by the Website and applicable mandatory legal requirements shall apply.

16. Confidentiality and Personal Data

16.1. The Seller uses commercial information and personal data obtained through the Website for order processing, fulfillment of contractual obligations, support, and compliance with applicable requirements.

16.2. The Seller may share information necessary for performance with regional partners, carriers, payment providers, and technical service providers, subject to applicable data protection requirements.

16.3. The categories of personal data processed, purposes of disclosure, categories of recipients, conditions governing cross-border transfers, and data subjects' rights are described in the Website's Privacy Policy.

16.4. The engagement of third parties to fulfill orders does not grant those parties unrestricted rights to use the information received for their own purposes.

17. Electronic Communications and Transactions

17.1. The Website and the Buyer's customer account are the primary means of interaction between the Buyer and the Seller under this Contract.

17.2. Order placement, selection of available services, shipment management, account funding and balance usage, submission of claims, and returns are carried out through the relevant Website tools.

17.3. Actions performed through the customer account by the Buyer's authorized users are recorded by the system, including the relevant events, timestamps, and identifiers.

17.4. The Buyer is responsible for protecting access to its account and managing the permissions of its users.

17.5. Electronic documents and Website records are used as evidence of transactions to the extent permitted by applicable legal requirements concerning document form and admissibility of evidence.

17.6. Where particular Website tools are technically unavailable, the Website displays the relevant restrictions or information. The unavailability of a function does not automatically entitle the Buyer to demand an individually arranged service outside the Website's available functionality.

18. Contract Duration and Termination

18.1. These Terms take effect on the date of publication on the Website specified by the Seller.

18.2. When placing an order, the Buyer accepts the version of the published Terms applicable to that order.

18.3. The Seller may update the Terms on the Website. Changes apply to subsequent orders unless otherwise required by applicable mandatory law.

18.4. Discontinuing use of the Website does not release either party from its obligations under previously placed orders that remain subject to performance.

18.5. Upon termination of the contractual relationship, any unused account balance and unfulfilled orders shall be settled in accordance with the published refund and account closure procedures, subject to applicable legal requirements.

19. Acceptance of Terms and Final Provisions

19.1. This Contract is published on the Originall Parts Website and establishes uniform terms governing the Seller's relationship with B2B Buyers.

19.2. The Buyer independently decides whether to purchase products under the published Terms. If the Buyer does not agree with these Terms, it may choose not to place an order.

19.3. By placing an order through the Website, the Buyer agrees to the current version of this Contract and the terms of the selected order. Where necessary, the Website records such acceptance through the confirmation mechanisms provided by its interface.

19.4. No separate paper contract with each Buyer is required for the application of these standard published Terms.

19.5. All collection methods, additional services, and order management options available to the Buyer are determined by the Website's functionality, taking into account the Buyer's country and the characteristics of the order.

19.6. Services unavailable to a particular Buyer are not offered for selection. The Seller is not obliged to provide a service that is not included in the Website functionality available to that Buyer.

19.7. Legally significant actions are evidenced by the relevant electronic records, documents, and other means provided by the Website, in compliance with mandatory requirements of applicable law.

19.8. This Contract does not require the terms of each individual order to be separately negotiated outside the procedures provided by the Website.

19.9. This Contract may be published in different languages. All language versions must reflect the same agreed contractual framework. The applicable law, mandatory language requirements, dispute resolution procedures, and legal precedence of language versions are subject to legal review before final publication.

19.10. Seller: AXIO Enterprises Limited, Unit 225-11, 2/F, Mega Cube, 8 Wang Kwong Road, Kowloon Bay, Hong Kong.

Official contact and communication channels are provided on the Website.