Public offer

This is a courtesy translation. The original document is in Ukrainian: Ukrainian version.

1. General provisions

1.1. This Public Offer (the “Offer”) sets out the terms on which Prodservis Limited Liability Company (EDRPOU code 24934992, the “Seller”) sells Goods to Buyers.

1.2. The Contract is concluded in electronic form in accordance with the Civil Code of Ukraine (the “CC of Ukraine”) and the Law of Ukraine “On Electronic Commerce” No. 675-VIII of 3 September 2015. The proposal to conclude a Contract for specific Goods is the Invoice issued by the Seller on the terms of this Offer (Article 641 of the CC of Ukraine); the Contract is concluded by Acceptance in the manner set out in Section 4 of the Offer. The Buyer accepts the terms of the Offer in full, without changes or reservations.

1.3. The Offer is addressed to legal entities and individual entrepreneurs who purchase Goods for use in their business (in particular for food production), and not for personal, family, household or other similar needs. If Goods are purchased by an individual for such needs (a consumer), the relations of the Parties are governed by consumer protection legislation, and the terms of the Offer apply to the extent they do not contradict it: clauses 6.4, 9.2 and 10.4 do not limit the consumer’s rights, and the risk of accidental loss of or accidental damage to the Goods passes to the consumer upon receipt of the Goods.

1.4. This Offer and the Invoice form integral parts of the Contract. The relations of the Parties are also governed by the User agreement, the Privacy policy and the terms of the Website pages “Delivery and payment” and “Exchanges and returns” to the extent referred to in the Offer. In the event of any discrepancy between the Offer and the User agreement regarding the terms of sale of Goods, the Offer prevails.

1.5. If the Seller and the Buyer have concluded a separate written contract (in particular a supply contract), their relations are governed by the terms of that contract, and by the Offer to the extent not covered by it.

2. Terms and definitions

2.1. In this Offer, the following terms have the following meanings:

2.2. Terms not defined in the Offer have the meanings given to them in the User agreement, the Privacy policy and the legislation of Ukraine.

3. Subject of the contract

3.1. Under the Contract, the Seller undertakes to transfer the Goods into the ownership of the Buyer, and the Buyer undertakes to accept the Goods and pay for them on the terms of the Offer and the Invoice.

3.2. The name (range), quantity and price of the Goods and, where necessary, the payment method and the delivery time and method are agreed by the Parties for each Order and stated in the Invoice.

3.3. The Offer does not govern the provision of services (technological support, development of recipes and regulatory and technical documentation, etc.); the terms of such services are set out in separate contracts.

4. Placing an order and concluding the contract

4.1. The Website does not provide for ordering via a shopping cart or for online payment. Prices are not shown on the Website, and the availability of Goods is marked “On request”: the Seller informs the Buyer of availability, price and delivery time after processing the Order. Information about Goods on the Website is for reference only and is not a proposal to conclude a contract.

4.2. An Order can be sent:

  1. via the “Consultation” form on the Website (phone number);
  2. via the “Write to us” form on the “Contacts” page (name, phone number, message);
  3. via the “Request list” – a list of Goods selected on the Website with approximate volumes and a phone number;
  4. by phone or e-mail, as listed on the “Contacts” page of the Website.

4.3. A form on the Website can be sent only after ticking the box consenting to the processing of personal data in accordance with the Privacy policy (clause 1.7 of the Privacy policy). Sending an Order is not Acceptance and does not oblige the Parties to conclude a Contract.

4.4. After receiving an Order, the Seller’s technologist or manager contacts the Buyer during the working hours shown on the “Contacts” page of the Website, clarifies the range, volumes, payment and delivery terms and the documents required, and obtains the data needed to issue the Invoice and arrange delivery (the Buyer’s name, EDRPOU code or individual tax number, delivery address or branch, contact person).

4.5. Based on the agreed terms, the Seller issues an Invoice and sends it to the Buyer by e-mail or another agreed means of communication. The Seller may refuse to issue an Invoice, in particular if the Goods are unavailable or cannot be delivered.

4.6. The Invoice is valid for 3 (three) banking days from the date of issue. Payment of the Invoice after this period constitutes Acceptance only if confirmed by the Seller; if the Seller does not confirm the Order, the funds received are returned to the Buyer in accordance with clause 9.4 of the Offer.

4.7. Acceptance of the Offer is:

  1. payment of the Invoice, including partial payment, within its validity period;
  2. if the Parties have agreed on payment upon receipt of the Goods (cash on delivery), the Buyer’s confirmation of the Order (Invoice) by e-mail or another means of communication that allows such confirmation to be recorded.

From the moment of Acceptance, the Contract is deemed concluded on the terms of the Offer and the Invoice (Article 642 of the CC of Ukraine).

4.8. By making the Acceptance, the Buyer confirms that they have read the Offer, the User agreement, the Privacy policy and the “Delivery and payment” and “Exchanges and returns” pages, and that the person acting on behalf of the Buyer has the necessary authority.

5. Price and payment

5.1. The price of the Goods is agreed by the Parties for each Order and stated in the Invoice in hryvnias, including VAT. After Acceptance, the price of the Goods under the relevant Invoice does not change.

5.2. The cost of delivery is not included in the price of the Goods unless otherwise stated in the Invoice, and is paid by the Buyer at the Carrier’s rates.

5.3. Payment is made by one of the methods listed on the “Delivery and payment” page of the Website:

  1. by bank transfer to the Seller’s current account according to the Invoice;
  2. by cash on delivery upon receipt of the Goods at a Nova Poshta branch – if this method has been agreed for the relevant Order.

5.4. Unless otherwise stated in the Invoice or in a separate contract between the Parties, the Invoice is paid on a 100% prepayment basis, and the Seller dispatches the Goods after the full amount has been credited to its current account.

5.5. The date of payment is the date the funds are credited to the Seller’s current account or, in the case of cash on delivery, the date the funds are paid to the Carrier. The Buyer states the number and date of the Invoice in the payment reference.

5.6. The Seller prepares and provides the Buyer with primary documents (in particular a delivery note) in paper or electronic form in accordance with the legislation of Ukraine.

6. Delivery, transfer of ownership and risk

6.1. The Goods are delivered within Ukraine by the Nova Poshta delivery service at its rates, as described on the “Delivery and payment” page of the Website, to the address or branch agreed when the Order was processed. Another delivery method (another Carrier, the Seller’s transport, collection by the Buyer) is possible only by agreement of the Parties and is stated in the Invoice.

6.2. The Seller dispatches the Goods after Acceptance within the time limits stated on the “Delivery and payment” page of the Website, unless a different time limit is agreed in the Invoice.

6.3. The method of packing and delivering Goods that, according to the manufacturer’s documents, require special temperature conditions, or whose carriage is restricted by the Carrier’s rules, is agreed by the Parties separately when the Order is processed.

6.4. The Seller’s obligation to deliver the Goods is deemed fulfilled, and ownership of the Goods and the risk of their accidental loss or accidental damage pass to the Buyer, at the moment the Goods are handed over to the Carrier for delivery to the Buyer, as confirmed by the Carrier’s document (consignment note); if the Goods are handed over to the Buyer without a Carrier, at the moment of such handover (Articles 334, 664 and 668 of the CC of Ukraine).

6.5. The Buyer must collect the Goods from the Carrier within the period set by the Carrier’s rules. If, for reasons not related to a breach of the Contract by the Seller, the Buyer refuses Goods dispatched in accordance with the agreed Order or fails to collect them, the Buyer reimburses the Seller for the costs of delivery and return of the Goods.

6.6. If, after Acceptance, it turns out that the Goods cannot be delivered in whole or in part, the Seller notifies the Buyer and, by agreement with the Buyer, replaces the Goods or refunds the money for the undelivered Goods in accordance with clause 9.4 of the Offer.

7. Quality of goods and documents

7.1. The quality of the Goods must comply with the requirements of the legislation of Ukraine applicable to the relevant Goods and with the manufacturer’s documents (specifications, technical conditions, standards).

7.2. The Seller provides the Buyer with documents confirming the quality and safety of the Goods (in particular a quality certificate, declarations) in the cases and to the extent required by the legislation of Ukraine for the relevant Goods, and other available documents by agreement of the Parties. The documents (or copies) are provided together with the Goods or in electronic form.

7.3. The Goods are supplied in packaging (containers) that preserves them during transport and storage, labelled in accordance with legal requirements. The shelf life and storage conditions of the Goods are set by the manufacturer and stated on the label and/or in the accompanying documents.

7.4. After the risk has passed, the Buyer stores and uses the Goods in accordance with the conditions set by the manufacturer.

7.5. Descriptions, photos, recommendations on application, dosages and recipes published on the Website or provided by the Seller’s technologists are for reference only (clause 7.4 of the User agreement). The Buyer decides independently on the use of the Goods in its production, taking into account the specifics of its production, raw materials and legal requirements.

8. Acceptance of goods for quantity and quality

8.1. On receipt of the Goods, the Buyer checks the integrity of the packaging and the number of packages and, where possible, that the name and quantity of the Goods match the delivery note or the Invoice.

8.2. Damage to packaging, shortages or non-conformity of the Goods found on receipt from the Carrier are recorded by the Buyer in a report drawn up with the Carrier’s representative in accordance with the Carrier’s rules, and the Buyer notifies the Seller of them no later than 2 (two) working days after receiving the Goods, attaching a copy of the report and photos or videos. Receipt of the Goods without such a report confirms the integrity of the packaging and the correct number of packages.

8.3. The Buyer notifies the Seller of any non-conformity of the quality of the Goods that could not be detected during a normal inspection (hidden defects) no later than 5 (five) working days after discovering it, but within the shelf life of the Goods. The notice states the name of the Goods, the batch number (if any), the nature of the defect and the evidence (photos, laboratory test results, etc.). Pending resolution, the Buyer ensures proper storage of the Goods and does not use the Goods in respect of which a defect has been reported.

8.4. The consequences of failing to notify the Seller within the specified time limits are determined by Article 688 of the CC of Ukraine.

8.5. In the event of a dispute about the quality of the Goods, either Party may initiate testing (examination) of the Goods by an independent accredited laboratory (institution). The costs of testing are borne by the Party whose position is not confirmed by the findings.

8.6. If a shortage or defect is confirmed and arose before the risk passed to the Buyer or for reasons that existed before that moment, the Seller, by agreement with the Buyer, delivers the missing Goods, replaces the Goods or refunds the money paid for them in accordance with clause 9.4 of the Offer.

9. Exchanges and returns

9.1. Goods are exchanged and returned in accordance with the “Exchanges and returns” page of the Website and the legislation of Ukraine.

9.2. Goods of proper quality cannot be exchanged or returned unless otherwise provided by law.

9.3. Goods of improper quality are returned after agreement with the Seller. The costs of returning Goods whose defect has been confirmed are reimbursed by the Seller.

9.4. Money for undelivered, defective or returned Goods is refunded to the Buyer by bank transfer to its current account within 10 (ten) banking days from the day the Parties agreed on the refund or the Seller notified the Buyer that delivery is impossible or that it refuses to confirm the Order.

10. Liability of the parties

10.1. The Parties are liable for non-performance or improper performance of the Contract in accordance with the legislation of Ukraine and the Offer.

10.2. In the event of late payment, the Buyer is liable in accordance with Article 625 of the CC of Ukraine.

10.3. The Seller is not liable:

10.4. The Seller’s liability under the Contract is limited to the value of the Goods in respect of which a claim is made, except in cases of intentional breach of an obligation and other cases where such a limitation is not permitted by law.

11. Force majeure

11.1. A Party is released from liability for breach of the Contract if it proves that the breach was caused by force majeure (Article 617 of the CC of Ukraine), that is, extraordinary and unavoidable circumstances that objectively make it impossible to perform obligations under the Contract and that the Party could not foresee or prevent. Such circumstances may include, in particular, hostilities, martial law in Ukraine and related decisions of public authorities, damage to infrastructure caused by shelling, natural disasters, fires and epidemics.

11.2. The mere fact that martial law has been introduced or extended in Ukraine does not release a Party from performing its obligations: a Party relying on force majeure must prove that these circumstances directly made it impossible to perform its specific obligation under the Contract.

11.3. A Party affected by force majeure notifies the other Party in writing or by e-mail no later than 10 (ten) calendar days after it learned or should have learned of their occurrence.

11.4. The occurrence of force majeure in respect of a specific obligation is confirmed by a certificate of the Chamber of Commerce and Industry of Ukraine or an authorised regional chamber of commerce and industry, or by other evidence admissible under the legislation of Ukraine.

11.5. For the duration of force majeure, the time for performing obligations is postponed. If such circumstances last more than 30 (thirty) calendar days, either Party may withdraw from the Contract in its unperformed part by notifying the other Party in writing; money for undelivered Goods is refunded to the Buyer in accordance with clause 9.4 of the Offer.

12. Personal data

12.1. The personal data of Users and of the Buyer’s representatives are processed in accordance with the Law of Ukraine “On Personal Data Protection” No. 2297-VI of 1 June 2010 and the Privacy policy.

12.2. The User gives consent to the processing of personal data by ticking the box (checkbox) in a form on the Website before sending it (clause 1.7 of the Privacy policy). Data needed to conclude and perform the Contract and for accounting and tax purposes are processed to the extent and for the periods set by the Privacy policy and the legislation of Ukraine.

12.3. To deliver the Goods, the Seller transfers the recipient’s data to the Carrier to the extent necessary to fulfil the Order (clause 4.1 of the Privacy policy).

12.4. When transferring the personal data of its employees or representatives to the Seller, the Buyer guarantees that it has a legal basis for such transfer.

12.5. Personal data can be changed or deleted, mailings can be unsubscribed from and consent can be withdrawn in the manner set out in Section 6 of the Privacy policy, in particular by sending a message to dd@prodservis.com.

13. Dispute resolution

13.1. The Parties resolve disputes related to the Contract through negotiations. The Buyer sends a claim to the Seller in writing to the address stated in Section 15 of the Offer or by e-mail to dd@prodservis.com.

13.2. The Seller considers the claim and responds within 14 (fourteen) calendar days of receiving it.

13.3. Disputes not settled through negotiations are resolved in court in accordance with the legislation of Ukraine.

14. Term and amendments of the offer. Final provisions

14.1. The Offer takes effect when published on the Website and remains in force until it is withdrawn or replaced by a new version.

14.2. The Seller may amend or withdraw the Offer at any time. A new version takes effect when published on the Website, unless it provides otherwise. Amendments do not apply to Contracts concluded before they take effect.

14.3. The Contract takes effect upon Acceptance and remains in force until the Parties have fully performed their obligations. The Contract may be terminated by agreement of the Parties and in other cases provided for by the Offer and the legislation of Ukraine.

14.4. The Contract is concluded in electronic form and does not need to be signed separately. By agreement, the Parties may additionally execute it on paper or as an electronic document signed with qualified electronic signatures.

14.5. The Offer is drawn up in Ukrainian. Its translations into other languages are for information only; in the event of discrepancies, the Ukrainian text prevails.

14.6. If any provision of the Offer is held invalid, this does not affect the validity of its other provisions.

14.7. Matters not covered by the Offer are governed by the legislation of Ukraine, in particular the CC of Ukraine.

15. Seller’s details

Public offer – Prodservis
Prodservis

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