"GEOTHERM.PRO" LLC - components for geothermal heat pumps

Public offer (Sales-Purchase Agreement)


Kyyv, Ukraine, 07/03/2023

Under the present Agreement, the Seller on the one hand, and any person accepting the terms of this Public Offer Agreement - the Buyer, on the other hand, hereinafter jointly referred to as the Parties, entered into this Public Offer Agreement (hereinafter - the Agreement), addressed to an unlimited number of persons, which is an official public offer by the Seller to conclude with the Buyers the agreement for the sale of goods, pictures and descriptions of which are placed on geotherm.pro (hereinafter - the Website).
The Seller, who sells the Goods whose pictures and descriptions are posted on the Site, and the Buyer, when purchasing the Goods using the Site, telephone and/or e-mail and/or messengers, accept the terms of this Agreement on the following.

1.1. Contractual relations between the Seller and the Buyer are executed in the form of the Public Offer Agreement. Pressing the "ORDER" button on the website page in the relevant section, and/or order confirmation by e-mail and/or phone and/or messenger means that the Buyer, regardless of status (individual, legal entity, individual-entrepreneur), according to the current international and Ukrainian legislation, has taken to execution of conditions of the Public Offer Agreement, which are listed below.
1.2. The public offer agreement is public, i.e. in accordance with Articles 633, 641 of the Civil Code of Ukraine its terms are the same for all Buyers, regardless of status (individual, legal entity, individual-entrepreneur). Upon full acceptance of the present Agreement the Buyer accepts the terms and conditions of ordering, payment and delivery of goods (hereinafter - the Goods) placed on the website geotherm.pro, responsibility for the unscrupulous ordering and for failure to comply with the terms and conditions of the present Agreement.
1.3. This Contract comes into force from the moment of clicking on the "ORDER" button, and/or order confirmation via e-mail and/or phone and/or messenger, by which the Buyer agrees to make the purchase of Goods available from the Seller, is valid during the transfer of Goods by the Seller to the Buyer, full settlement between the Buyer and the Seller, and ends at the moment of the end of the warranty on the purchased Goods.
1.4. For regulation of contractual legal relations under the Contract the Parties shall choose and, if necessary, apply Ukrainian legislation. If the international treaty, agreed to be binding by the Verkhovna Rada of Ukraine, establishes other rules than those established by the Ukrainian legislation, the rules of the international treaty are applied.

"Public Offer Agreement" - a public agreement, a sample of which is placed on the Site geotherm.pro, containing the Seller's offer to purchase Goods, images and descriptions of which are placed on the Site, directed to an uncertain circle of people, including Buyers.
"Goods" - an item of commerce (product, model, accessory, accessories and related items, any other items of commerce) for the purchase of which the Seller's offer to purchase is posted on the Site geotherm.pro.
"Buyer" - any legally capable natural person, legal entity, a natural person-entrepreneur, according to the current international and Ukrainian legislation, who visited the Site geotherm.pro and has the intention to purchase this or that Commodity.
"Seller" - "GEOTERM.PRO" LLC, USREOU code 43392425, registered under the laws of Ukraine, and is the owner and distributor of Goods.
"Order" - duly executed and placed on the website geotherm.pro, via e-mail sales@geotherm.pro, or telephone, or messenger application of the Buyer for the purchase of Goods, addressed to the Seller.
"Legislation" - established by the Ukrainian or international legislation norms to regulate the contractual legal relations under the Contract.

3.1 The Seller undertakes, under the conditions and in the manner specified in this Agreement, to sell the Goods on the basis of the Order, and the Buyer undertakes, under the conditions and in the manner specified in this Agreement, to buy the Goods and to pay money for them.
3.2 The Seller guarantees that the Goods are not pledged, are not the subject of dispute, are not under arrest, and there are no rights of third parties.
3.3 The Seller and the Buyer confirm that the Contract in force is not a sham or sham transaction or a transaction made under the influence of pressure or fraud.
3.4 The Seller confirms that he has all necessary permits to conduct business activities that regulate the sphere of legal relations arising and acting in the process of execution of this Agreement, as well as guarantees that he has the right to produce and/or sell Goods without any restrictions, in accordance with the requirements of the current legislation of Ukraine, and undertakes to bear responsibility in case of violation of Buyer's rights in the process of execution of this Agreement and sale of Goods.

4.1 Seller is obliged:
- execute the terms of this Agreement;
- fulfill the Buyer's Orders in case of receipt of payment from the Buyer;
- transfer the Goods to the Buyer in accordance with the images and descriptions on the website geotherm.pro, the Order and the terms of this Agreement;
- check the quality and quantity characteristics of the Goods when handing over/sending the Goods to the Buyer.
4.2 Seller has the right:
- to make changes to the Goods aimed at improving their consumer properties;
- unilaterally suspend the provision of services under this Contract if the Buyer violates the terms of this Contract.

5.1 The Buyer shall:
- to familiarize with the information about the Goods placed on the Site;
- pay for and receive the Order on the conditions of this Agreement in a timely manner;
- upon receipt of the Goods, verify the integrity and completeness of the Goods. In case the Goods are damaged or incompletely completed, document this in a statement, which must be signed by the person who gave the Goods to the Buyer together with the Buyer.
5.2 The Buyer has the right:
- place the Order on the Site, or by e-mail or telephone or messenger;
- demand from the Seller to fulfill the conditions of this Agreement;
- to refuse the Goods in case of non-compliance of the Goods with the images and descriptions on the Website;
- to unilaterally suspend this Agreement in case the Seller violates the terms of this Agreement.

6.1. Buyer independently places an order on the site by adding the Goods to the virtual cart, or by placing an order by e-mail sales@geotherm.pro, or by phone +380972782789, or on number +380972782789 in messenger VIBER, or in any other way, indicated in section "Contacts" of the site geotherm.pro.
6.2 The term of sending of the Order by the Seller to the Buyer is up to 10 working days from the moment of its execution. If the order is placed on a weekend or holiday, the time of shipment begins on the first working day after the weekend.

7.1 The price of each individual Commodity is determined by the Seller and is indicated on the Website on the corresponding Commodity page. The price of the Contract is determined by adding the prices of all selected Goods.
7.2 The Buyer may pay for the Order in the following ways:
   - by bank transfer to the Seller's account specified in the invoice, including by means of Internet banking, within 5 working days from the date of receipt of the invoice, in the amount of 100% prepayment.
   - cash on delivery at the representative office of the delivery service in Ukraine or in any other country according to the place of the Order of the goods.
   - any other way as agreed with the Seller.

8.1 The Buyer receives the Goods in person, or by delivery. The place of receipt of Goods is specified on the page "Contacts" of the Site.
8.2 At delivery of Goods in other cities of Ukraine or on the territory of other country, executed by the Delivery Services (hereinafter - the Forwarding Companies) the Buyer shall fully and unconditionally agree with the Rules of cargo transportation by these Forwarding Companies. The Buyer shall pay for the services of the Carrier Companies independently.
8.3 The Buyer shall confirm the fact of receipt of the Goods and the absence of any complaints about the quality of the Goods delivered by the Carrier Companies by signing the consignment note, the Carrier Company Declaration, or the delivery note upon receipt of the Goods. For its part, the Seller guarantees the shipment of Goods to the Forwarder Company in the quantity specified and paid for by the Buyer, complete in accordance with the specification of these Goods and in proper (working) condition and quality.
8.4 The Buyer can clarify all questions arising in the process of payment and receipt of the Goods via the contact data in the Contact Us section on the Website.

9.1 Without giving any reason, the Buyer may return new Goods, with no traces of use and in their complete set, within 14 days of receipt.
9.2 The warranty period for geothermal products (probes, manifolds, distributors, etc) is 2 to 50 years, and is specified on the product pages.
9.3 For more details on Returns and Warranties, please refer to the Returns and Warranties Appendix to this Agreement posted on the Website.

10.1 The Parties are liable for non-performance or improper performance of the terms of this Agreement in accordance with the procedure stipulated by this Agreement and the applicable international and Ukrainian legislation.
10.2 In case of any disputes arising out of performance of this Contract by the Parties, except for disputes about debt recovery from the Buyer, the Parties undertake to solve them by negotiations in compliance with the claim procedure. The term for consideration of the claim is seven (7) calendar days from the date of its receipt. In disputes relating to the recovery of debts from the Buyer, compliance with the claim procedure is not required.
10.3 All disputes, disagreements or claims arising out of or in connection with this Agreement, including those related to its performance, breach, termination or invalidity, shall be settled in the relevant court under the international and Ukrainian substantive and procedural law.

11.1 The Parties shall not be liable for failure to perform any of their obligations if they prove that such failure was caused by force majeure, that is events or circumstances that are actually beyond the control of such Party, occurring after the conclusion of this Contract, having unpredictable and unavoidable nature.
Force majeure includes, but is not limited to, natural disasters, strikes, fires, floods, explosions, icing, wars (both declared and undeclared), riots, loss of goods, carrier delays caused by accidents or adverse weather conditions, hazards and accidents at sea, embargoes, disasters, restrictions imposed by public authorities (including allocations, priorities, official requirements, quotas and price controls, restrictions in electricity supply), if these circumstances have directly affected the performance of this Contract.
11.2 The Party, for which it has become impossible to fulfill obligations under this Agreement due to the occurrence of force majeure, shall immediately inform the other Party in writing about the occurrence of the above circumstances, and within 30 (thirty) calendar days provide the other Party with a force majeure confirmation. Such confirmation will be a certificate, certificate or other relevant document issued by the authorized state body located at the place of force majeure occurrence.
11.3 The time required by the Parties to perform their obligations under this Agreement will be extended for any period during which performance has been delayed due to the listed circumstances.
11.4 If due to the force majeure circumstances the failure to perform the obligations under this Agreement continues for more than three months, each of the Parties has the right to terminate this Agreement unilaterally by notifying the other Party in writing.
Notwithstanding the occurrence of force majeure, prior to the termination of this Agreement due to force majeure, the Parties shall make final mutual settlements.

12.1. by registering or logging on the site geotherm.pro, placing an order by e-mail sales@geotherm.pro, by phone +380972782789, or by calling +380972782789 in messenger VIBER, User (Buyer) gives permission and explicit consent for processing of his personal data on conditions and in the manner provided in the "Regulation on processing and protection of personal data" published on the site geotherm.pro, which is the Annex of this Agreement.

13. Use of Cookies
13.1 The Seller uses cookies to ensure that the Buyer is provided with the fullest possible information, obtaining the best possible results on the Site geotherm.pro. If the Buyer continues to use the Site, it means its consent to the use and receipt of all cookies, and the ability to send the Buyer information about new Products, offers and promotions. The Buyer may at any time refuse or prohibit the use of cookies by changing the personal settings of their device with which they are using the Site geotherm.pro.
13.2 The rules and information on cookies are placed on the website geotherm.pro in the "Agreement on the use of cookies", which is part of this Agreement

14. Amendments to the Contract
14.1 The Seller may unilaterally update this Agreement from time to time without notifying the Buyer of such changes. The new version of the Contract shall enter into force from the moment of its posting on the Website, unless otherwise provided by the new version of the Contract;
14.2 When placing and executing the Order, the current version of the Agreement shall apply at the moment of placing the Order;
14.3. In case any changes have been made to the Agreement, which the User does not agree with, the User shall stop using the Website and the Seller's services. The fact of continuing to use the Site and/or the Seller's services is the confirmation of the Buyer's consent and acceptance of the respective version of the Agreement.