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Terms

TVK Teploterm LLC offers any legal entities and individual entrepreneurs to enter into a Public Agreement for the purchase and sale of goods , as amended below.

Public contract
purchase and sale of goods
 

Limited Liability Company "Trading and Production Company "Teploterm"   (hereinafter referred to as the Supplier) in the person of the director Mykhailo Mykolayovych Lisyany , acting on the basis of the Charter, and any legal entity or individual entrepreneur who has accepted the terms of this Agreement (hereinafter referred to as the Buyer), guided by Art. 633 of the Civil Code of Ukraine concluded this Public Agreement for the sale of goods (hereinafter - the Agreement) on the following.

Terms and definitions

"Buyer" - any legal entity or individual entrepreneur.

"Site" - a web page on the Internet, at the address: www . teplotherm _ u.a

"Invoice for payment" - a payment document given to the Buyer by any means of communication or in person for the Buyer to prepay for the goods according to the order.

"Goods" - products presented for sale on the Site or offered in the invoice for payment.

"Order" - the Buyer's request for the purchase of the Goods, which is addressed to the Supplier, by any means of communication or in person.

"Acceptance" is the complete and unconditional consent of the Buyer to enter into the Agreement under the conditions specified in this Agreement. Acceptance is the full advance payment of the cost of the Goods, which is indicated in the invoice for payment.

1. Subject of the contract

1.1. In accordance with the procedure and conditions established by this Agreement, the Supplier undertakes to hand over the Goods to the Buyer in accordance with the Payment Invoice, and the Buyer undertakes to pay and accept the Goods.

1.2. The name, quantity, range and price of the Goods are specified in the Payment Invoice.

1.3. Ownership of the goods from the Buyer arises from the moment of handing over the Goods to the authorized representative of the Buyer, by signing the bill of lading, transport invoice or other document confirming the receipt of the Goods by the Buyer from the Supplier or the carrier or the organization that made the delivery.

1.4. The risk of accidental destruction or damage to the Goods passes to the Buyer at the moment of ownership of the Goods.

2. Product order

2.1. To place an Order, the Buyer independently and at his own discretion chooses the Product available on the Site or the Product that is not available on the Site but was offered to the Buyer in a commercial offer, in an e-mail, by phone, and specified in the Invoice for payment. The order is considered completed at the time of receipt of advance payment for the Goods to the Supplier's current account in accordance with Clause 4.2 of the Agreement.

2.2. The term of processing of the Order for the Goods by the Supplier is up to 5 (five) working days from the date of placing the Order by the Buyer. If the Order for Goods was sent by the Buyer on a weekend or holiday, the processing period for the Order for Goods begins on the first working day after the weekend or holiday.

2.3. During the processing period of the Order by the Supplier, the Supplier must confirm the availability of the Goods or notify the estimated delivery date of the Goods by sending an invoice for the payment of the Order to the e-mail address specified by the Buyer in the Order.
If the Supplier does not send the Buyer an invoice for payment of the Order during the Order processing period, it is considered that the Goods are not available.

2.4. The date of the Order is the date of advance payment for the Goods in accordance with Clause 4.2 of the Agreement.

3. Rights and obligations of the parties , etc

3.1. The buyer is obliged to:

— to provide the Provider with complete and reliable information about their data;

— get acquainted with the information about the Goods, as well as the cost and methods of delivery of the Goods, on the Site or from catalogs, technical data sheets or other documents provided by the Supplier;

— to pay for and accept the ordered Goods in the manner and under the conditions established by this Agreement;

— no later than 10 days from the date of receiving the notification that the Goods are ready for shipment, accept the Goods at the Supplier's warehouse or from the carrier specified in the Payment Invoice;

— perform other duties provided for by this Agreement and the current legislation of Ukraine.

3.2. The buyer has the right to:

— for the free elimination of defects of the Product during the warranty period established by the Agreement in case of compliance with the rules and conditions of use of this product;

3.3. The supplier is obliged to:

— to provide the Buyer with complete and reliable information about the Product, as well as its value by posting this information on the Site or by any other means of communication;

— on the terms established by the Contract, transfer the Goods to the Buyer or to the carrier chosen by the Buyer;

3.4. The supplier has the right to:

— refuse to fulfill the order in the event of non-payment by the Buyer of the price of the Goods within the term established by the Agreement;

— to unilaterally change the terms of the Agreement by posting a new edition of the Agreement on the Site. Changes come into effect from the moment the new version of the Agreement is posted on the Site. Changes to the terms of the Agreement do not apply to orders made before such changes, which were accepted for execution.

  4. Procedure for payment of goods

4.1. The Supplier reserves the right to change the price of the Goods until the Buyer makes a preliminary payment for the Goods without warning the Buyer. The payment invoice is valid for the period specified in it. In the event that the payment was made by the Buyer after the expiration of the period specified in the Invoice, and at the time of payment the Supplier set higher prices for the Goods than those specified in the Invoice for payment, the Supplier issues an additional invoice to the Buyer for the amount that is the difference between the cost of the Goods at the time payment by the Buyer of the Payment Invoice and the value of the Goods specified in the Payment Invoice. If the additional invoice is not paid by the Buyer within the terms specified in it, the Order is considered cancelled.

4.2. The product is delivered on the condition of full advance payment. The deadline for prepayment by the Buyer is specified in the Supplier's payment invoice.

4.3. The goods are considered paid from the moment of crediting the Supplier's bank account with the entire amount of payment for the goods provided for in the corresponding payment invoice.

4.4. In the event that on the date of payment of the corresponding Payment Invoice, the hryvnia exchange rate against the Euro, established by the National Bank of Ukraine, increases compared to the hryvnia exchange rate against the Euro on the date of issuing the Payment Invoice, the value of the Goods specified in the Payment Invoice shall be adjusted as follows formula (without concluding a separate Additional Agreement to the Agreement):

W = V x K2 / K1
where:

W - the value of the Goods as of the date of payment of the Payment Invoice;

B - the value of the Goods as of the date of issuing the Invoice for payment;

K1 - exchange rate of the hryvnia against the Euro, established by the National Bank of Ukraine on the date of issuing the Invoice for payment;

K2 - hryvnia exchange rate against the Euro, set by the National Bank of Ukraine on the date of payment of the Payment Account.

5. Terms of delivery and acceptance of goods

5.1. The goods are shipped (supplied) to the Buyer from the Supplier's warehouse on the terms specified in the Payment Invoice. The term and place of delivery are specified in the Payment Invoice.

5.2. The date of delivery of the Goods shall be considered the date of signature by the authorized representatives of the Parties of the invoice or freight invoice or other document confirming receipt of the Goods by the Buyer from the Supplier or the carrier or the organization that made the delivery.

5.3. Together with the Goods, the Supplier provides the Buyer with the following accompanying documents:

• 1.     Expense invoice (original - 2 copies);
• 2.     Invoice (original - 1 copy);
• 3.     Quality certificate issued by the manufacturer and certified by the Supplier (copy) (if available);
• 4.     Technical description (if available) and instructions for use of the equipment (if available).

5.4. The Supplier is obliged to inform the Buyer 3 (three) working days before the time of delivery about the readiness of the Goods for delivery. Notification is carried out by means of e-mail, the address of which is indicated in the Order, or by any other means of communication.

5.5. Acceptance of the Goods in terms of quantity and quality is carried out in accordance with the accompanying documents. The quantity of the Goods is checked by the Buyer at the time of their receipt, and after receiving the Goods the Buyer has no right to make a claim regarding the quantity of the Goods.

5.6. The quality of the Product and the packaging of the Product must meet the requirements of the regulatory documents of Ukraine regarding this Product.

5.7. Claims regarding the quality of the Goods may be filed by the Buyer within 30 calendar days from the day of receipt of the Goods.

5.8. If the Goods are found to be of inadequate quality and/or quantity, the Buyer shall notify the Supplier thereof. The notification can be sent to the Supplier by fax, letter, telephone message, telegram or e-mail. Within 5 (five) days from the moment of receipt of such a notification, the Supplier sends its representative to the Buyer to draw up a Certificate of non-conformity of the Goods. In the event of non-appearance of the Supplier's representative within the specified period, the Buyer has the right to draw up an Act on non-conformity of the Goods without the participation of the Supplier's representative with the involvement of representatives of a competent independent organization, which is jointly determined by the Parties. The cost of engaging representatives of a competent independent organization shall be paid by the Supplier.

5.9. In the case of detection of inadequate quality or quantity of the supplied Goods, the Supplier is obliged to replace the poor-quality Goods or make additional delivery of the Goods within the period agreed by the Parties separately, at its own expense and with its own resources.

6. Final provisions

6.1. The Agreement enters into force from the moment of Acceptance of its terms by the Buyer and is valid until the date of delivery of the Goods specified in the Payment Invoice.

6.2. Withdrawal or change of the terms of the proposal (offer) regarding the conclusion of this Agreement or change of the terms of the Agreement may be carried out by the Seller at any time without additional warning to the Buyer.

6.3. The parties agreed that upon fulfillment of the terms of the Agreement, expense invoices, additional agreements and annexes to the Agreement and any other documents in the form of electronic documents may be signed. The creation and exchange of electronic documents is carried out in accordance with the procedure defined by the legislation of Ukraine in the field of electronic document circulation.

6.4. The Buyer bears full responsibility for the correctness of the details specified by them in the Order and undertakes to promptly notify the Supplier in writing of their change, and in case of failure to notify, bears the responsibility arising from this.

6.5. The Buyer has the right to refuse the ordered Goods by notifying the Supplier in writing no later than 30 (thirty) calendar days before the delivery date specified in the Payment Invoice. If the Buyer rejects the Goods less than 30 (thirty) calendar days before the delivery date, the Supplier has the right (at its sole discretion):

a) or return to the Buyer 80% of the value of the Goods, which the Buyer refused, and retain 20% of the value of such Goods as a fine;

b) or return to the Buyer 100% of the cost of the Goods, which the Buyer refused, after the sale of the given Goods by the Supplier to other persons - within 10 working days from the date of such sale.

7. Resolution of disputes

7.1. All disputes arising between the Parties in the process of implementing the provisions of this Agreement shall be resolved through negotiations.

7.2. If, accordingly, the dispute cannot be resolved through negotiations, then it is resolved in a court of law according to the established jurisdiction and jurisdiction of such a dispute, determined by the current legislation of Ukraine.

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