Public Offer Agreement

This Agreement is a general public agreement (offer) of the Limited Liability Company “Sum Distribution”, identification code 43819868 (hereinafter – “The Seller”) to conclude with the Seller an agreement for the remote sale-purchase of Goods and addressed to the indefinite number of individuals (hereinafter – “The Buyer”) This Agreement contains all the necessary conditions for the remote purchase and sale of Goods (via the Website). The Seller and the Buyer are hereinafter referred to as “The Parties”.

1. For the purposes of this Agreement, the terms used in this Agreeemnt shall have the meaning hereunder assigned to them:

Accept – full, absolute and unconditional acceptance of a proposal to conclude the Agreement by the person to whom the proposal is addressed. For the purposes of this Agreement the moment of accept is the moment of ordering the Goods via the Website, the phone or in any other way of ordering proposed by the Seller on the Website (if availible).

The Buyer acknowledges and declares, that his conclusion of this Agreement (accept of the Offer) implies that: a) he is acquainted with and fully accepts the terms of this Sale-Purchase Agreement as well as Privacy and Data protection policy; b) the Goods’ price is affordable for him.

Agreement - Public Agreement (offer) for the Goods` sale-purchase via the Website, concluded between the Seller and the Buyer at the moment when the Buyer accept its terms.

Website – an informational resource of the Seller available via the link: https://sumsum.com.ua, developed for the Buyer’s review of the Goods, their description, characteristics, price, etc., and remote purchase and sale of the Goods via the Internet. Use of the Website by the Buyer for scrolling and ordering the Goods is free of charge. The Website, trademarks, photos, images, texts, and other materials posted thereon are protected by copyright. The Seller owns all exclusive intellectual property rights to use the Website content.

The Buyer - an individual over 16 years old who posseses legal capacity and legal competence, accepts this Public Offer, is acknowledged with the Goods` prices, the terms of this Agreement and undertakes to follow them, gives consent to her/his personal data processing and wants to buy the Goods via ordering through the Website or phone.

Public Offer (hereinafter – “Offer”) – the Seller’s public offer to conclude an agreement for the remote sale-purchase of the Goods under the conditions specified by the Seller. The Offer is indefinite in time for the Buyer`s accept, is posted on the Website and addressed to an indefinite number of individuals.

Goods – packaged marked food products, namely: hummus, tahini, pitas, falafel mix, produced under “SumSum” trademark. The Seller ensures due quality of the Goods during their shelf life indicated on the Goods` marking.

The Seller’s working hours – every working day from 09.00 till 18.00 excluding the weekends and public holidays.

2. SUBJECT OF THE AGREEMENT

2.1. The subject of this Agreement is the purchase of the Seller`s Goods by the Buyer via the Web-site or with the use of other informational systems. Under this Agreement, the Seller undertakes to transfer the Goods to the Buyer, and the Buyer undertakes to accept and pay for them in accordance and under the terms, indicated hereby.

2.2. The Seller puts this Agreement and the Goods` prices on the Website in order to familirize each Buyer with the terms of the Goods` purchase.

3. ORDERING AND CONCLUSION OF AGREEMENT

3.1. The Buyer may order the Goods by means of placing the order on the Website by his own, via the phone or in any other way of placing the order proposed by the Seller on the Website (if availible).

3.2. The Buyer shall, for the purpose of ordering via the Web-site, choose the Goods on the Web-site by adding them to the shopping cart, fill in the ordering form on the Website and push the button “Continue”.

3.3. In case the ordering is completed, the Buyer receives the e-mail confirmation thereof. If the e-mail confirmation isn`t received, the Buyer shall contact the Seller using the phone number provided on the Website or shall send the message to the Seller via the e-mal provided on the Website.

3.4. The Buyer has the right to make changes to the order through the phone / e-mail not later than 6 (six) hours before the selected delivery time. If the Buyer didn’t choose the delivery time and wanted to change the order, he should make the request to the Seller in any manner considred by him to fit for this purpose.

The Buyer has the right to chahge the provided data till the moment of theOffer Accept. 3.5. When ordering via the Website or through the Sellers’s representative, the Buyer provides the following data: name, phone number, delivery address, e-mail.

3.6. When placing the order, the Buyer agrees with the terms of this Public Offer as well as Privacy and Aata protection policy posted on the Website. The Order placement is considered as the Buyer`s consent to conclude the Agreement (his Accept of the Offer).

3.7. After the ordering, the Buyer’s account connected with his phone number forms. The Buyer`s account tied to his mobile phone number is created in the Seller’s database soon as the order is completed.

3.8. The Seller shall process an order, reply to the e-mails, answer the calls and contact with the Buyer during the Seller’s working hours.

3.9. If the Seller has the doubts that the Buyer has provided reliable/true/complete data, the Seller has the right to stop the order processing and/or refuse the Buyer in the Goods purchase.

3.10. The Goods shelf life and storage conditions shall be specified on the packaging. The Seller ishall not be responsible for the damages caused by the Buyer due to violation of the instuctions specified on the packaging.

4. PAYMENT PROCEDURE

4.1. The minimal amount of order is UAH 300.

4.2. The Buyer has the right to pay for the order using the following methods:

• - payment system Liqpay;
• - non-cash settlement to the Seller’s bank account within 1 (one) day from the date of invoicing in the amount of 100% prepayment. The Buyer shall receive the invoice on e-mail or in any other way agreed by the Parties;
• - cash payment to the Seller at the moment of the Goods delivery

4.3. After the payment the Seller shall provide the Buyer with the payment document in e- or hard copy.

5. DELIVERY AND RETURN CONDITIONS

5.1. The Seller shall deliver the Goods to the address specified by the Buyer, provided that such delivery addressis within the limits of Kyiv and Kyiv region (specific localities are indicated on the Website). The cost of such delivery is specified in the “Delivery” section of the Website and shall be paid by the Buyer together with the payment for the order.

5.2. When receiving the Goods, the Buyer shall check whether the Goods package is in good condition, then open the package and ensure the Goods are fully completed and not mechanically damaged.

5.3. In case Goods are not fully completed and/or have mechanical damages, the Parties shall sign the Act of defects. If possible, the defects shall be fixed by photo or video. The Act of defects shall be signed by the Buyer and given to the Seller together with Goods.

5.4. The Parties have agreed, that in case of violation of the Goods acceptance terms, specified in clauses 5.2, 5.3 of this Agreement, the Goods shall be considered to be received in proper condition (without any mechanical damages) and in full complection.

5.5. Title to the Goods and all the risks of damage/destruction of Goods transfers to the Buyer at the moment of receiving Goods.

5.6. The Buyer understands and agrees, that all claims regarding Goods quality may be issued during Goods shelf life indicated on the packaging. In case the defects are revealed during the Goods shelf life, the Buyer may demand to exchange such Goods for the Goods of the appropriate quality or to proportionally reducethe Goods price.

5.7. The Goods of the appropriate quality may not be returned/exchanged. If the Goods ordered by the Buyer are out-of-shelf, the Seller may agree with the Buyer the Goods exchange, or exclude these Goods from the Website, or cancel the Buyer’s order with refunding the sum of payment for Goods (in case of prepayment).

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The Seller undertakes:

• - to compy with the terms of this Agreement;
• - to fulfil the Buyer’s order;
• - to hand over the Goods to the Buyer according to the order details;
• - to check Goods quality and quantity at the moment of Goods packing for transferring to the Buyer.

6.2. The Seller has the right to suspend unilaterally the order and delivery procedure in case the Buyer violates the terms of this Agreement.

6.3. The Buyer undertakes:

• - to familirize with the terms of the Public Offer and to accept its terms prior the Goods ordering. In case if the Buyer disagrees with the terms of the Public Offer, it shall not make the order;
• - to pay for and receive the order in time and according to the terms of this Agreement;
• - to familirize with the information about Goods indicated on the Seller’s Website;
• - at the time of the delivery, to check whether the Goods package is in good condition, then open the package and ensure the Goods are fully completed and not mechanically damaged

6.4. The Buyer has the right:

• - to make an order;
• - to return Goods to the Seller in case of revealing mechanical damages or their being incomplete.
• - to demand from the Seller the compliance with the terms of this Agreement.

7. RESPONSIBILITY OF THE PARTIES AND WARRANTS OF THE SELLER

7.1. The Parties shall be responsible for non-execution or improper execution of the terms of this Agreement in order, specified hereby and by current legislation of Ukraine. In the event of non-performance or improper performance of its obligations under this Agreement, the Contractor shall be liable in the order and amount specified by the current legislation of Ukraine.

7.2. All disputes, which may arise out of or in relation to this Agreement, shall be solved throughout negotiations between the Parties or their authorized representatives. The Parties do their best to solve all disputes throughout negotiations exclusively. If impossible, the dispute shall be solved in court in accordance with the current legislation of Ukraine.

7.3. The Parties shall not be responsible for the violation of the terms of this Agreement, if such violation is not their fault. The Party shall be considered innocent if such Party has taken all reasonable steps to ensure that its obligations are properly fulfilled.

7.4. The Buyer is responsible for authenticity of information provided when ordering.

8. FORCE MAJEURE

8.1. For the purposes of the Agreement, the term "force majeure circumstance" the Parties understand as extraordinary, inevitable, unpredictable events which exclude or block the execution of this Agreememt, could not be foreseen and/or prevented by the Parties by available means, namely, acts of God, military maneuvers and/or hostilities, strikes, diversions, road incidents, fires, commotion and riots, adoption of a legal act that make the fulfilment of this Agreement impossible.

8.2. The Partiy is released from responsibility for non-performance or improper performance his/her obligations under this Agreement if such failure was caused by events of force majeure. Herewith the term of fulfilment the obligations under this Agreement shall be extended for the term of duration of such circumstances and their consequences.

8.3. The Party which may not fulfil his/her obligation due to circumctances specified in clause 8.1. hereof, shall notice the other Party about such circumctances in written within 5 (five) calendar days.

8.4. If non-fulfilment of the terms of this Agreement due to force majeure lasts more than 1 (one) month, each Party has the right to terminate this Agreement in unilateral manner in with written notice of the other Party.

8. PERSONAL DATA

9.1. The ordering via Website, phone and by using any other means proposed by the Seller on the Website implies the Buyer`s consent to his personal data storage, use and processing as well as other acts with respect to his personal data which may be established by the Law of Ukraine “On personal data protection”.

9.2. The Buyer shall allow the Seller to process his personal data. The Seller shall be also entitled to process the Buyer`s personal data for commercial purposes, namely:to obtain information on the delivery, order processing status, to send promotional and special proposals, to inlcude personal data in the Seller’s databases (without addional notice of the Buyer), to store (indefinitely), accumulate, update and change personal data.

9.3. The Buyer shall entitle the Seller to transfer his personal data to the third parties in the minimum allowable amount and only for the purposes of this Agreement, which are compliant with the objective reasons for such peronal data collention.

9.4. The Seller shall undertake to protect the personal data from the unauthorized access of third parties andnot to disseminate or transfer the data to any third party, excluding the cases of the data transfer in the minimum allowable amount for the purposes of this Agreement, as well as in the cases of the respective mandatory request from the competent state authority.

9. VALIDITY, AMENDMENT AND TERMINATION OF THE AGREEMENT

10.1. The Public Offer is time termless. This Agreement shall come into force at the moment of Acceptfor the Buyer. The Seller’s obligations re transferring Goods arise from the moment of ordering by Buyer and last till the moment of Goods transferring to the Buyer.

10.2. The Parties have right to terminate this Agreement in unilateral manner in case of non-fulfilment of its terms by one of the Parties, other cases specified hereby and by current legislation of Ukraine.

10.3. The Seller remains the right to make amendments to this Agreement individually with their prior publication on the Website.

10. MISCELLANIOUS

11.1. This Public Offer is concluded in English, Ukrainian and Russian languages.

11.2. This Agreement is equated with the bilateral agreement concluded under the terms specified herein. This Agreement is concluded in a strong will of the Parties and the full understanding by the Parties of their actions and terms of the Agreement, and can't be recognized as not to conform interests of both Parties.

11.3. This Agreement shall be governed by the laws of Ukraine. In cases not covered by this Agreement, the Parties shall apply Ukrainian law.

11.4. All annexes to this Agreement shall form an integral part thereof with the same legal force.