SPLENKO Company (hereinafter referred to as the "Seller") and the person who joined this Agreement by accepting the offer to enter into this Agreement on the terms and conditions determined by the Seller, hereinafter referred to as the "Buyer", on the other hand, hereinafter collectively referred to as the "Parties", and each individually referred to as a "Party", expressing their free will and guided by the norms of the current legislation of Ukraine, have entered into this Public Offer Agreement (hereinafter referred to as the "Agreement") on the following:
1. GENERAL PROVISIONS
1.1. The Agreement shall be a public agreement within the meaning of Article 633 of the Civil Code of Ukraine, and the person accepting the offer (public offer) to enter into the Agreement (accepting it) shall become the Buyer in accordance with Article 642 of the Civil Code of Ukraine, Article 11 of the Law of Ukraine "On Electronic Commerce" and the terms of this Agreement.
1.2. The Agreement is an offer (public offer) to an unlimited number of individuals, legal entities and individual entrepreneurs to enter into the Agreement with the Seller by full and unconditional acceptance of the terms of this Agreement.
1.3. The terms of the Agreement shall be the same for all persons who have decided to accept the terms of this Agreement.
1.4. All information posted on the website https://splenko.com/ is protected by the Law of Ukraine "On Copyright and Related Rights", as it is a product of intellectual labour and has its authors and owners. Users and third parties visiting https://splenko.com/ do not have the right to extract and/or use parts of the site or its content.
1.5. All information posted on the website https://splenko.com/ is subject to change by the Seller at any time without notice to the Buyer.
1.6. The Agreement is a contract of adhesion within the meaning of Article 634 of the Civil Code of Ukraine, as its terms are determined by the Seller and may be accepted by the Buyer only by joining the proposed Agreement as a whole.
1.7. Payment for the Seller's goods by bank transfer on the basis of an invoice issued by the Seller, including using an electronic payment instrument, shall be deemed to be adherence to the Agreement.
1.8. The Agreement shall be deemed concluded from the date of receipt by the Seller of payment for the goods made by the Buyer on the terms and conditions established by this Agreement.
1.9. The Buyer's performance of the actions provided for in clause 1.7 of this Agreement shall be deemed to be the Buyer's acceptance of the offer to enter into the Agreement (acceptance), and also confirms the fact of full and unconditional acceptance by the Buyer of the terms of this Agreement without any reservations or comments in accordance with Article 642 of the Civil Code of Ukraine. By accepting the Seller's offer (public offer), the Buyer agrees to all the terms and conditions of this Agreement and confirms that it understands the content of the Agreement and the legal consequences of its conclusion.
1.10. The Agreement shall be an electronic agreement within the meaning of Article 3 of the Law of Ukraine "On Electronic Commerce", shall be concluded using available information and telecommunication systems and shall not be invalidated due to its execution in electronic form.
1.11. This Agreement in paper form may be printed by the Buyer independently from the Seller's website: https://splenko.com/.
1.12. The Agreement shall be concluded on the basis of the Seller's offer to conclude it (public offer) and its acceptance by the Buyer.
1.13. The Seller's public offer is set out in the terms of this Agreement.
1.14. The acceptance of the Public Offer shall be deemed to be the performance by the Buyer of the actions specified in clause 1.7 of the Agreement, which shall result in the conclusion of this Agreement.
1.15. By entering into the Agreement, the Buyer acknowledges:
- full and complete familiarisation with the Public Offer set out in the terms of this Agreement;
- unconditional and unreserved acceptance of the Public Offer set out in the terms of this Agreement;
- full understanding of the content of their obligations under the Agreement and the legal consequences of its conclusion.
1.16. Confirmation of the conclusion of the Agreement shall be a receipt, cheque, payment order, other settlement or cash document (in electronic and/or paper form) confirming the receipt of funds to the Seller's current account, which certifies the fact of payment for the goods that are the subject of the Agreement in accordance with the requirements of the legislation of Ukraine, unless otherwise agreed by the Parties.
2. TERMS AND DEFINITIONS
2.1. The terms used in this Agreement shall have the following meanings:
2.2. Public Offer - the Seller's offer to conclude the Agreement, posted on the Seller's website and set forth by the Seller in the terms of this Agreement, addressed to an indefinite number of individuals and legal entities;
2.3 Acceptance - full, unconditional and unconditional acceptance by the Buyer of the terms of the Agreement by paying for the Seller's goods or in any other way agreed by the Parties;
2.4. The Buyer is a natural person, legal entity, individual entrepreneur who receives goods from the Seller on the terms stipulated by this Agreement;
2.5. The Seller's website is a web page on the Internet at https://splenko.com/, which is a trading platform where goods and offers are placed.
2.6 Order - filling in the appropriate form on the Seller's website by the Buyer, which indicates the name and number of selected structures, their main indicators, as well as the name and means of communication (phone number, email address, Viber, Telegram, etc.) of the Buyer.
2.7. Product or Design means a trade item (design, glass product, glass structure, customised design and any other trade items posted on the Seller's website) posted on the website https://splenko.com/ as an offer of the Seller.
2.8. Manufactured structure means a trade item (glass product, glass structure, structure of individual configuration and any other trade items posted on the Seller's website) manufactured and stored in the Seller's warehouse, the manufacture of which was notified to the Buyer through an available form of communication (phone number, email address, Viber, Telegram messengers, etc.).
2.9. Approval of Appendix 1 (Schematic design) - final approval by the Purchaser of the data on the Structure, namely: dimensions, technical characteristics and visual appearance of the Structure, on the basis of which the Structure will be manufactured.
2.10. Delivery by courier - delivery carried out within Kyiv and the suburbs of Kyiv at the expense of the Buyer and calculated individually. The cost of Delivery by courier includes the service of delivery of the Goods to the entrance group without bringing them inside the premises.
2.11. Delivery by the transport company - delivery carried out exclusively by the transport company Nova Poshta, according to the tariffs and conditions of the transport company. Delivery by the transport company is carried out at the expense of the Buyer.
2.12. Installation is a service provided prior to the sale of the Goods and carried out by the Seller's forces and means. The cost of Installation is calculated individually. The cost of installation includes Delivery and all consumables specified in Annex 1.
2.13. Unclaimed construction means a construction manufactured by the Seller and not claimed (not received) by the Buyer within one month of storage in the Seller's warehouse.
3. SUBJECT OF THE CONTRACT
3.1. Under the terms and conditions and in the manner prescribed by this Agreement, the Seller undertakes to manufacture the Goods (hereinafter referred to as the Construction) in the quantity and configuration selected and ordered by the Buyer on the Seller's website.
3.2. The Parties shall agree on the design schemes according to the Buyer's specifications in Annex 1 (Glass design scheme) to this Agreement after making an advance payment.
4. ORDERING OF GOODS
4.1 To receive the goods under the Agreement, the Buyer must place an order. The order is made by phone number or messenger Viber, Telegram, etc., as well as through the Seller's website by ordering an invoice for payment for the Seller's goods or paying for the Seller's goods using an electronic payment instrument.
4.1.1 The price for the Goods or Construction does not include the costs of Delivery or Installation. If the Buyer wishes to order these services, he must pay for them additionally.
4.2. When placing an order, the Buyer is obliged to indicate in the appropriate form on the Seller's website information about:
4.2.1. First name, surname and patronymic (if any) and/or title;
4.2.2. Means of communication (telephone number, e-mail address, etc.).
4.3. If the Seller needs additional information, he has the right to request it from the Buyer. In case of failure to provide the required information by the Buyer, the Seller shall not be liable for possible deficiencies in the primary documents and other documents drawn up in the course of fulfilling the terms of the Agreement.
4.4. The Buyer is responsible for the accuracy of the information provided when placing an order. If the information provided by the Buyer is incorrect or provided with errors and inaccuracies, the Seller shall not be liable for this in further cooperation, manufacture and sale of the Goods.
4.5. From the moment the order is placed, the Parties undertake to ensure that the terms and conditions stipulated by the Agreement are met.
4.6. When placing an order, the Buyer shall read the terms of this Agreement set forth on the Seller's website.
4.7. Payment for the goods in accordance with the invoice or using an electronic means of payment constitutes the Buyer's consent to the terms of this Agreement.
4.8. The Seller sells the goods in accordance with the legislation of Ukraine and the terms of this Agreement.
5. PRICE AND PAYMENT PROCEDURE
5.1. The Buyer undertakes to pay the cost of the Goods, which are made to order according to the individual wishes of the Buyer, ordered by him on the Seller's website, by phone number or messenger Viber, Telegram, etc.
5.1.1. On the day of placing the order and signing this Agreement, the Buyer undertakes to make a prepayment of not less than 50% of the cost of the Goods to the Seller's account.
5.1.2. The balance of the amount specified in clause 5.1. of the Agreement shall be paid by the Buyer on the day of receipt of the Goods.
5.1.3. If the Goods are sold including delivery and installation, the balance shall be paid on the day of delivery or the day of completion of installation.
5.1.4. In case of ordering the Structure with Installation, the Buyer or an authorised person shall be present at the site during the acceptance of the completed works after completion of the Installation, who can accept the completed Installation and make the payment.
5.1.4.1 If, after notification of completion of the Installation, the Buyer or an authorised person fails to accept the work and make payment, the Structure will be dismantled and returned to the Seller's warehouse. Re-delivery and installation of the Structure shall be paid additionally by the Buyer.
5.1.5. The Buyer has the right to make a prepayment in the amount of 100% of the cost of the Construction.
5.2. If manual lifting of the Structure to the floor is required, it shall be calculated separately on an individual basis, depending on the complexity of the work. The final cost of the manual lifting of the Structure shall be agreed upon prior to the date of payment under the Agreement.
5.2.1. If the manual lifting was not taken into account by the Buyer or the Seller, or if it is necessary due to force majeure (lack of power, malfunction of elevators, etc.), the Buyer shall be responsible for and pay for the manual lifting of the Structure.
5.3. The Seller shall notify the Buyer of the readiness of the Structure in a convenient way through communication means (phone number, e-mail address, Viber, Telegram messengers, etc.). The free storage period of the Structure is ten working days. Storage of the Structure in the Seller's warehouse for more than ten working days is paid at a cost of 0.5% of the cost of the Structure for each calendar day of storage.
5.3.1. The Seller may store the structure for more than ten working days free of charge upon prior written agreement of the Parties.
5.4. The maximum storage period of the structure in the Seller's warehouse is 1 (one) month from the date of notification of the Buyer about the readiness of the Structure in accordance with clause 5.3. of the Agreement.
5.5. If the Design is stored in the Seller's warehouse for more than 1 (one) month from the date of notification of the Buyer about the readiness of the Design, the Seller has the right to dispose of this Design as unclaimed by the Buyer. In this case, the Buyer loses the right to claim the structure, as well as the refund of the subscription specified in clause 5.1.1. of the Agreement.
5.6. The cost of work under this Agreement shall not include:
- any elements of glass and fittings not specified in Appendix 1 (Construction Scheme) to this Agreement;
- work on weekends and holidays, work at night;
- general construction and finishing works (levelling, plastering, painting walls, etc.);
- washing of structures after installation.
5.7. Settlements between the Buyer and the Seller for the work performed under the terms of this Agreement shall be made in the form of non-cash payments in the national currency of Ukraine - in UAH.
6. START AND END DATES OF WORK
6.1. The Seller is obliged to perform the work within 10 to 25 working days after receipt of the advance payment from the Buyer and agreement on technical details and circumstances affecting the manufacture of structures. The term for the manufacture of the Structure shall be calculated from the moment of approval of Appendix 1 (Scheme of the Structure).
6.1.1. The term of manufacture of the Structure shall be deemed to be fulfilled at the moment when the Seller notified the Buyer of the readiness of the Structure by a convenient means of communication (phone number, e-mail address, Viber, Telegram messengers, etc.) in case of Pickup, Delivery by courier or Installation; or when the Seller delivered the Structure to the branch of the transport company "Nova Poshta" in case of Delivery by the transport company "Nova Poshta".
6.1.2. Upon receipt of the prepayment, the Seller shall prepare Annex 1 (Construction Scheme) within 1 to 5 working days. The term for the preparation of Annex 1 depends on the availability of all necessary information and the complexity of the Construction. If the data for the preparation of Annex 1 is not available or requires separate clarification, the term for the preparation of Annex 1 may be extended.
6.1.2.1. At the request of the Buyer, amendments to Annex 1 shall be made up to three times free of charge. More than three corrections at the request of the Buyer shall be paid additionally. The term for making corrections is up to 24 hours during working hours. The term of production of Annex 1 shall be increased by one working day after the amendments are made.
6.1.2.2. The Buyer shall not have the right to make any amendments to Annex 1 (Scheme of Construction) that are not provided for herein and cannot be performed by the Seller.
6.1.2.3 If the amendments that the Buyer wishes to make to Annex 1 prior to its approval affect the cost of the Construction, these amendments shall be made by agreement of the Parties and affect the final amount of payment. Amendments to the cost of the Construction shall be made to the Agreement, which changes the cost of the Construction. If the cost of the Structure has decreased, the prepayment shall remain unchanged, and the balance shall be changed in accordance with clause 5.1.2. If the cost of the Structure increases, the Buyer shall pay the prepayment amount in accordance with clause 5.1.1 hereof.
6.1.3. The term of manufacture of the Structure depends on the complexity of the Structure, its technical design and availability of the necessary elements and materials.
6.2. Annex 1 (Construction Scheme) is agreed with the Buyer on the basis of the data received. All changes and wishes shall be agreed upon by telephone or via e-mail or messengers (Viber, Telegram, WhatsApp, etc.).
6.2.1. The Buyer undertakes to provide the Seller with reliable initial data for the development of the Design and other information related to the production of Annex 1 (Design Scheme).
6.3. The information provided by the Buyer during telephone conversations or by providing information via e-mail or messengers (Viber, Telegram, WhatsApp, etc.) shall be legally binding and shall be taken into account when preparing Annex 1 (Construction Scheme).
6.4. After approval of Appendix 1 by the Purchaser, no changes can be made in the process of manufacturing the Structure.
6.5. The work shall be deemed completed from the moment of receipt of the Structure by the Purchaser, depending on the method of implementation. From the moment of receipt of the Structure, the responsibility for the proper treatment and further operation of the Structure passes to the Buyer.
7. OBTAINING THE DESIGN
7.1. The Buyer may receive the Structure in several ways: pickup from the warehouse, delivery by courier, delivery by the transport company "Nova Poshta", installation of the Structure.
7.2. If the Buyer has ordered the Structure and has chosen the method of delivery "Pick-up", the Seller shall notify the Buyer of the readiness of the Structure for delivery. The Buyer must inform about the date and time of the planned Pick-up no later than one day before it. Pick-up can be carried out only during the working hours of the Splenko warehouse by prior arrangement.
7.3. If the Buyer has ordered the Structure and has chosen the delivery method "Delivery by courier", the Seller shall notify the Buyer of the readiness of the Structure. The Parties shall agree on a convenient day and time for receiving the Structure. The day and time may be changed by the Seller during the formation of logistics. The Seller shall notify the Buyer in advance of the change in the date and time of delivery.
7.3.1. Delivery by courier is carried out to the house/entrance without bringing the Structure inside the premises. The Buyer shall inspect the Structure upon receipt, check its integrity and completeness in accordance with clause 8.3.5 of this Agreement.
7.3.2. If the Buyer is unable to bring the Structure inside the premises on his/her own, this shall be the Buyer's responsibility and shall be decided by him/her independently. In case of unreasonable refusal of the Structure or impossibility to receive it, the Buyer shall compensate the Seller's expenses in accordance with clause 8.3.4.2 hereof.
7.4. If the Buyer has ordered the Structure and selected the delivery method "Delivery by Nova Poshta", the Seller shall transport the Structure to Nova Poshta upon its completion in accordance with the logistics plans of Splenko.
7.4.1 Nova Poshta shall deliver the Structure(s) in accordance with the terms of delivery of goods established by Nova Poshta. The terms of receipt and the cost of delivery are set by the transport company "Nova Poshta". The terms of delivery and payment are available on the website: http://novaposhta.ua.
7.5. If the Buyer has ordered the Structure and has chosen the "Installation" method of delivery, the Seller shall notify the Buyer of the readiness of the Structure. The Parties shall agree on a convenient day and time for the Installation of the Structure. The day and time may be changed by the Seller when forming the logistics. The Seller shall notify the Buyer in advance of the change in the date and time of Installation. The Buyer shall provide the necessary conditions for the Installation of the Structure in accordance with Clause 8.3.3 hereof.
7.6. In the event of any claims regarding the quality of the Structure, completeness of the package, quality of components, the Buyer shall notify the Seller immediately upon receipt of the Structure. If the Buyer does not provide any comments, it is considered that the Construction was received in proper quality and accepted by the Buyer in full without comments.
7.6.1. If the Buyer has received the Structure and has any comments on its quality, correctness of the complete set and individual components, he shall notify the Seller thereof upon receipt of the Structure.
The return and replacement of defective or incorrectly completed components shall be at the expense of the Seller. The Buyer shall return the incorrectly completed or defective components in their original condition and packaging. Upon receipt of the components, the Seller, having checked their proper condition, shall send the necessary components at its own expense as soon as possible.
7.7. The terms of performance of work under this Agreement may be changed by concluding a relevant additional agreement to this Agreement.
8. RIGHTS AND OBLIGATIONS OF THE PARTIES
8.1. The Seller undertakes to:
8.1.1. Start the construction of the Structure from the moment the Seller and the Buyer agree on Appendix 1 (Scheme of the Structure).
8.1.2. To produce the Structure within the time limit specified in clause 6.1. of the Agreement.
8.1.3. To produce the Structure in accordance with Appendix 1 (Scheme of the Structure), which was agreed by the Parties.
8.1.4. To acquaint the Buyer, at his request, with the complete set of the structure.
8.1.5. Transfer the completed Structure to the Buyer in accordance with the procedure stipulated by this Agreement.
8.1.6. Timely notify the Buyer of all circumstances that threaten the manufacture of the Structure or make it impossible to complete the work on its manufacture within the established time limit.
8.2. The seller has the right to:
8.2.1. Receive payment for the constructed Structure in a timely manner and in full.
8.2.2. In case of refusal to pay, the Seller has the right to apply for the protection of its rights and freedoms to law enforcement agencies and court authorities in order to resolve disputes.
8.2.3. Independently determine the method of manufacturing the Construction without notifying the Buyer.
8.2.4. To independently change the configuration and components of the Structure without the Buyer's knowledge.
8.2.5. Terminate this Agreement early and cease performance of works on the manufacture of the Structure in case of violation by the Buyer of the terms of this Agreement without refund of the funds specified in clause 5.1.1. of the Agreement.
8.3. The Buyer undertakes to:
8.3.1. To properly and fully fulfil all its obligations under this Agreement.
8.3.2. Accept the Construction in the manner specified in the Agreement and pay in full for the Construction in accordance with clause 5.1.2. of the Contract.
8.3.3. In case of Installation of the Structure, the Buyer undertakes to provide the necessary conditions for the Installation of the Structure:
8.3.3.1. Provide free access for the delivery of the Structure by transport, ensure the conditions for unloading from the transport and bringing the Structure into the premises for installation, as well as ensure the conditions for lifting to the floor and to the installation site.
8.3.3.2. The Buyer undertakes to ensure the availability of 220-240 W electrical power supply and sufficient lighting in the installation area of the Structure.
8.3.3.3 The Buyer shall, if necessary, obtain the relevant permits for noisy works and changes in the architectural design of the facade, windows, doors, etc.
8.3.3.4. The Buyer shall ensure the safety of decorative elements, furniture and appliances located in the Installation area that may be damaged during the Installation work.
8.3.3.5. The Buyer shall be responsible for failure to ensure the conditions for the installation of the Structure. All losses and expenses related thereto shall be borne by the Purchaser.
8.3.4. In case of receipt of the Structure by Delivery, the Buyer shall be ready to accept the Structure at the agreed time and make payment in accordance with clause 5.1.2 hereof.
8.3.4.1 If the delivery of the Structure is carried out within the established time limits, but the Structure was not handed over to the Buyer through his fault, the repeated delivery shall be carried out within the new time limits agreed with the Seller, after the Buyer has paid the cost of the Structure delivery service again.
8.3.4.2. In case of unreasonable refusal of the Buyer to accept the Construction that meets the terms of this Agreement and its annexes, the deposit paid by the Buyer in accordance with clause 5.1.1 of this Agreement shall not be refunded.
8.3.5. The Buyer, with the participation of the Seller or his representative, shall inspect and accept the Structure, and in case of deviations from this Agreement that impair the result of work or other defects in the work, immediately notify the Seller thereof. During the acceptance of the structure, all deficiencies identified by the Buyer shall be recorded by the Seller, and the ways and terms of their elimination shall be discussed.
8.3.5.1. The Seller determines the time for elimination of defects identified during acceptance of the Structure depending on the complexity of their elimination. The term for elimination of defects shall be calculated separately from the term for manufacturing of the Structure in accordance with clause 6.1 hereof.
8.4. The Buyer has the right to:
8.4.1 Optionally, to get acquainted with the construction package.
8.4.2 Receive the documents for the manufactured Structure in electronic form independently or upon request by e-mail or messenger (Viber, Telegram, etc.).
8.4.3. To report the detected construction defects and discuss with the Seller the ways and terms of their elimination.
9. RESPONSIBILITY OF THE PARTIES
9.1. The Parties shall be financially liable for non-fulfilment or improper fulfilment of the obligations arising from the Agreement in the cases and in the manner prescribed by this Agreement and the current legislation of Ukraine.
9.2. In case of violation by the Buyer of the payment terms specified in this Agreement, the Buyer shall pay the Seller a penalty in the amount of 0.1% for each business day of delay in payment of the amount due.
9.3. In case of failure to fulfil the order within the time limits established by the Agreement, the Seller shall pay the Buyer a penalty in the amount of 0.1% of the Construction amount for each working day of delay.
9.4. In the event of the Buyer's unilateral refusal to accept the work performed by the Seller or during its performance, the Buyer shall reimburse the Seller 100% of the total order amount, accept and compensate for the losses caused to the Seller by this refusal.
9.5. If the Buyer makes his/her wishes in the technical data of the Construction that are not recommended and do not comply with the standards of DSTU, the Seller shall not be liable for the Construction, possible damage caused during its operation and shall not provide guarantees for the Construction and components during its operation.
9.6. The Seller shall bear the risk of accidental destruction of the product or part thereof during the manufacture of the Structure.
9.7. The Seller may receive partial payment for the work performed if it cannot perform the work in full due to the fault of the Seller or the Buyer, to the extent of the Construction that has been completed to date.
9.8. In case the Buyer requires the installation of the structure not in accordance with the DSTU norms, the Buyer shall be responsible for the destruction of the structure or inadequate operation of the structure, and shall also be responsible to the authorities controlling the DSTU norms.
10. WARRANTY CONDITIONS
10.1. The manufacturer provides a 24-month warranty for all types of fittings.
10.2. The warranty for glass is 20 years.
10.3. The warranty for the Structure (glass and fittings) shall not apply in the event of:
- mechanical damage caused by incorrect operation;
- violation of the terms and conditions of use;
- Damage caused by corrosive substances and liquids getting on the surface of the structure;
- Damage caused by the elements, fire, and domestic factors.
10.4. The Buyer is informed that in accordance with the Resolution of the Cabinet of Ministers of Ukraine No. 172 dated 19.03.1994, structures (products) made to the size specified by the Buyer are not subject to exchange and return. The payment made for the manufacture of the Structure is also non-refundable.
10.5. The Structures shipped by the transport company within Ukraine and abroad shall be inspected and accepted by the Buyer at the time of receipt of the Structures on the terms of the carrier and under the supervision of the representative of the transport company.
10.5.1. No claims of the Buyer shall be accepted after receipt of the Construction.
10.6. Inspection of the Structural components for defects by agreement of the Parties and recommendations of DSTU shall be carried out from a distance of not less than 1 (one) metre under natural diffused lighting.
10.6.1. If the Seller can correct the detected defects without the need to manufacture new parts of the Construction or replace components, the Seller shall correct them as soon as possible, notifying the Buyer thereof.
10.6.2. If the Seller cannot correct the defects of the Construction without the need to manufacture new parts of the Construction or replace components, the Seller shall as soon as possible manufacture new parts or order new components of the Construction and replace them in accordance with clause 7.6.1 hereof.
10.6.3. The Seller shall inform the Buyer of the term for the correction of defects in the Construction in a convenient way through communication means (telephone number, e-mail address, Viber, Telegram messengers, etc.). This period shall be calculated separately and shall not affect the total period of manufacture of the Structure specified in clause 6.1. of this Agreement.
11. FORCE MAJEURE (FORCE MAJEURE)
11.1. The Parties shall be released from liability for non-performance or improper performance of obligations under this Agreement in the event of force majeure circumstances that did not exist at the time of the Agreement and arose beyond the will of the Parties (accident, catastrophe, natural disaster, epidemic, epizootic, etc.) At the same time, the Parties confirm that they are aware that at the time of the conclusion (signing) of this Agreement, martial law is in force in Ukraine, introduced by the Decree of the President of Ukraine dated 24 February 2022 No. 64/2022 "On the introduction of martial law in Ukraine", approved by the Law of Ukraine dated 24 February 2022 No. 2102-IX (as amended by the Decree of the President of Ukraine dated 14 March 2022 No. 133/2022 and the Decree of the President of Ukraine dated 18 April 2022 No. 259/2022), and that the Chamber of Commerce and Industry of Ukraine published Letter No. 2024/02.0-7.1 dated 28 February 2022, which informed that the military aggression of the Russian Federation against Ukraine is a force majeure circumstance (a circumstance of insuperable force).
11.2. Taking into account the circumstances described in clause 9.1. of the Agreement, the Parties agree that the imposition of martial law on the territory of Ukraine shall be grounds for exemption from liability for breach of contract only if this circumstance has become the basis for the impossibility of proper performance of contractual obligations. In other words, it is necessary to prove a causal link between the circumstance/event (including military operations in Ukraine) and the inability of the Party to fulfil its specific obligations.
11.3. A Party that is unable to fulfil its obligations under this Agreement due to force majeure shall notify the other Party in writing no later than within three (3) days from the date of their occurrence.
11.4. Proof of force majeure and its duration shall be provided by the relevant documents issued by the Chamber of Commerce and Industry or other competent authority.
11.5. If the period of force majeure continues for more than thirty (30) days, each of the Parties shall have the right to terminate this Agreement in accordance with the established procedure.
12. TERM OF THE AGREEMENT
12.1 This Agreement shall enter into force upon signature by the Parties and receipt of the advance payment and shall remain in force until the Parties have fully performed their obligations under this Agreement.
12.2. The Agreement shall be terminated early:
12.2.1. By mutual agreement of the Parties;
12.2.2. By a court decision that has entered into force;
12.2.3. On other grounds provided for by the current legislation of Ukraine.
13. DISPUTE RESOLUTION PROCEDURE
13.1. All disputes and disagreements that may arise in connection with this Agreement shall be resolved through negotiations between the Parties.
13.2. In the event that disputes and disagreements are not resolved through negotiations between the Parties, they shall be subject to consideration in a court of general jurisdiction in accordance with the current legislation of Ukraine.
14. FINAL PROVISIONS
14.1 Amendments and additions to this Agreement shall be deemed valid if made in writing and signed by the authorised representatives of the Parties.
14.2. The Parties agree to the processing of their personal data. At the same time, the Parties are deprived of the right to disclose the collected personal data to third parties without the consent of the Party whose personal data is disclosed.
14.3. The Parties agree to take photos and videos of the Construction made by the Seller. The Parties may use photos, videos and other digital content relating to the Construction for their own purposes.
14.4. The Parties undertake to keep confidential the confidential information and trade secrets that they have become aware of in connection with the performance of the Agreement, not to disclose the confidential information and trade secrets of the other Party, and not to use the relevant information in their own interests or the interests of third parties.