Terms of delivery, acceptance and replacement of the Goods.
- Delivery of the Goods is carried out on the basis of a written or oral application of the Buyer.
- The Supplier delivers the Goods from the Supplier’s possession in separate batches in accordance with the Buyer’s applications within 7 (seven) calendar days from the date of receipt of the Buyer’s application. If it is impossible to fulfill the order in accordance with the Buyer’s application, the Parties additionally agree on the terms during which the Supplier will be able to fulfill the order in full.
- The basis of delivery under this Agreement shall be determined by the Parties in accordance with the requirements of the International Rules for the Interpretation of the Terms “Incoterms” (as amended in 2010), which shall be applied taking into account the specifics related to the domestic nature of this Supply Agreement. Delivery is carried out on the terms of the CPT warehouse of the Buyer, at the expense and transport of the Supplier.
- Acceptance of the Goods in terms of assortment, quantity and quality is carried out by the Buyer in accordance with the accompanying documents at the time of receipt of the Goods from the Supplier. The Supplier transfers the original accompanying documents to the Buyer along with the Goods.
- In case of non-compliance of the received Goods in terms of quantity, assortment, complexity, quality, packaging and packaging under the terms of this Agreement, the authorized representatives of the Parties draw up an act of non-conformity at the time of delivery of the Goods. The Supplier is obliged to replace the damaged goods within seven working days from the date of drawing up the said Act by the Parties, or to adjust the invoices within five working days according to the quantity of goods accepted by the Buyer.
- The Supplier’s obligation to transfer the Goods is considered fulfilled at the time of handing over the Goods to the Buyer, which is determined by the date of the invoice.
- The ownership of the Goods, as well as the risk of accidental loss or damage to the Goods, passes to the Buyer from the moment of receipt of the Goods, which is confirmed by signatures on the invoice.
Price of the Goods and the procedure for making calculations
- The price of the goods is formed in the Ukrainian national currency – hryvnia and agreed by the Parties in the invoices.
- The price of the Agreement consists of the full cost of the Goods transferred by the Supplier to the Buyer on invoices for all batches of delivered Goods, for the entire period of validity of this Agreement.
- The Buyer is obliged to make payment for the received Goods within 14 (fourteen) calendar days from the date of receipt of the Goods under the invoice. The Buyer’s payment obligations are considered fulfilled from the moment the funds are credited to the Supplier’s bank account.
- In the absence of consumer demand for the Supplier’s Goods, the Buyer has the right to return the received Goods before the due date specified in clause 3.3. of this Agreement, about which the Supplier must notify the Supplier in writing five calendar days before the due date of payment for the received Goods, and the Supplier undertakes to accept such Goods from the Buyer at the Buyer’s warehouse within five calendar days from the date of receipt of such notification. The return of the goods is carried out by issuing an invoice for the return of the goods, which is signed by the authorized representatives of the Parties.
- At the written request of the Supplier, the Buyer is obliged to provide a report indicating the quantity of goods sold and indicate the commodity balances as of the date of the report formation within five days from the date of receipt of such a request. Such a report shall be provided by the Buyer to the Supplier’s address or in electronic form using a qualified electronic signature. If the Buyer fails to provide the Supplier with the said report, the Parties confirm that in this case the Goods are considered to be sold in full under all invoices.
Liability of the Parties
- In case the Buyer violates the payment terms stipulated in the Agreement, he pays the Supplier a penalty in the amount of double the NBU discount rate of the amount of the overdue payment for each day of delay in payment and 36 percent per annum of the amount of overdue payments (in accordance with Part 2 of Article 625 of the Civil Code of Ukraine).
- In case of non-acceptance of the Goods (including in the absence of a duly executed power of attorney) within the terms specified in this Agreement, the Buyer is obliged to compensate the Supplier for all expenses incurred by him related to the delivery of the Goods, including transport costs, to pay the Supplier a fine in the amount of 20% of the cost of the unaccepted Goods.
- Payment of penalties by a Party does not release it from the obligation to perform this Agreement in kind, unless otherwise expressly provided by the law applicable to this Agreement.
Quality and guarantees
- The Supplier guarantees that all the Goods are of high quality, meet all the requirements that are usually set on the market for similar products.
- The goods under this Agreement must ensure their full suitability for use for their intended purpose.
Force majeure circumstances
- The Party shall not be liable for non-fulfillment and/or improper fulfillment of its obligations under this Agreement, if it is caused by the occurrence of force majeure circumstances, namely: flood, earthquake or other natural disaster; war, hostilities, anti-terrorist operations, joint forces operations, general mobilization; Embargo; industrial or transport disasters, strikes; adoption by state authorities of a law or by-law prohibiting or significantly restricting the actions provided for by this Agreement and necessary for its proper implementation, interruptions in the supply of electricity, unauthorized interference with the operation of electronic computers (computers), automated systems, computer networks or telecommunication networks, failures in electronic systems, access to which is necessary for the fulfillment of obligations under this Agreement, or other actions, which are beyond the control of the Parties and affect the fulfillment of their obligations. Force majeure circumstances under this Agreement are circumstances that occurred after the entry into force of this Agreement.
- The Party that cannot fulfill its obligations under the Agreement due to force majeure circumstances must notify the other Party thereof within 3 (three) business days from the date of occurrence of such a circumstance. After the expiration of the force majeure circumstances, the Party that fell under the influence of such a circumstance must notify the other Party thereof within 3 (three) business days from the date of termination of such circumstance.
- The occurrence, action and (or) termination of force majeure circumstances shall be immediately confirmed by a document issued by the Chamber of Commerce and Industry or another authorized body (person) of the country (locality) where the force majeure event arose, operated and (or) terminated.
- The occurrence of force majeure circumstances shall extend the terms of fulfillment of obligations under this Agreement for a period equal to the term of validity of this circumstance and the period necessary to eliminate the consequences of their action.
- If the force majeure circumstances for one of the Parties continue for more than two months, the other Party has the right to refuse to fulfill its obligations under this Agreement by sending a written notice to the other Party about the desire to terminate the Agreement due to force majeure circumstances.
Dispute resolution
- All disputes arising out of or related to this Agreement shall be resolved through negotiations between the Parties.
- If the relevant dispute cannot be resolved through negotiations, it shall be resolved in court according to the established jurisdiction and jurisdiction of such a dispute in accordance with the rules of procedural law applicable to it.
Validity of the Agreement
- This Agreement is considered concluded and enters into force from the moment of its signing by the Parties and its sealing of the Parties and is valid until December 31, 2023, and with regard to the fulfillment by the Parties of their obligations under this Agreement, until their full fulfillment. In the event that 30 (thirty) calendar days before the expiration of the Agreement, none of the Parties notifies the other party of the existence of objections to the extension of the Agreement, the term of the Agreement shall be automatically extended for each subsequent calendar year on the same terms.
- The expiration of this Agreement does not release the Parties from liability for its violation that occurred during the validity of this Agreement.
- Unless otherwise expressly provided for by this Agreement or the law applicable to this Agreement, changes to this Agreement may be made only by agreement of the Parties, which is formalized in an additional agreement to this Agreement.
- Amendments to this Agreement shall come into force from the moment of proper execution by the Parties of the relevant additional agreement to this Agreement, unless otherwise established in the additional agreement itself or in this Agreement.
- The Agreement may be terminated by agreement of the Parties, which is formalized by an additional agreement to this Agreement.
- This Agreement shall be deemed terminated from the moment of proper execution by the Parties of the relevant additional agreement to this Agreement, unless otherwise established in the additional agreement itself or this Agreement.
