Public offer contract

SUPPLY CONTRACT No._____

m. ____ "___" _________ 2023

PRIVATE ENTERPRISE "PAPER ECO WORLD", hereinafter referred to as – Supplier (Seller), represented by director Nikita Oleksandrovych Hryshchuk, who acts on the basis of the Charter, on the one hand, and

_____________________ , hereinafter referred to as – Buyer, in the person of ____ director _______________________________________, who acts on the basis of the Statute of ____, on the other hand, hereinafter collectively referred to as the Parties, and each of them individually as a Party, concluded this supply contract (hereinafter referred to as the Agreement) about the following:

1. SCOPE OF THE CONTRACT

1.1. In accordance with the terms of this Agreement, the Supplier undertakes to deliver (transfer to the ownership of) the Buyer _____ in accordance with the Specifications for this Agreement (further on in the text Goods), and the Buyer undertakes to accept and pay for the delivered Goods on time and in full in accordance with the procedure provided for in this Agreement.

1.2. Assortment, nomenclature, unit of measurement, price per unit, quantity, cost of the Goods, term of delivery of the Goods are determined in the Specification, which is an Appendix to this Agreement and an integral part thereof.

1.3. The Supplier guarantees that the Goods belong to him by right of ownership, acquired on legal grounds and in the manner prescribed by law, are not subject to the prohibition of alienation, seizure, are not the subject of a pledge or other means of ensuring the fulfillment of obligations to any natural or legal persons , state bodies and the state, and is not subject to any other encumbrance or restriction provided for by the current legislation of Ukraine.

2. OBLIGATIONS OF THE PARTIES

2.1. The supplier undertakes:

2.1.1. Deliver the Goods in a timely manner in accordance with the terms of this Agreement, by own or hired transport and at the expense of the Buyer on the terms of ____, ____ region, city of ___, street ___ , __ (according to the Incoterms of 2020), which are applied taking into account the features related to the domestic nature of the delivery, as well as the features established by the Agreement.

2.1.2. Not less than 2 (two) working days to notify the Buyer by means of electronic communication about the planned date of delivery of the Goods to the address indicated in clause 2.1.1. Agreement, to enable the Buyer to take the necessary measures to receive the Goods.

2.1.3. Provide packaging of the Goods, which should be suitable for preserving the Goods during its transportation from mechanical damage and comply with the terms of this Agreement.

2.1.4. Guarantee the proper quality of the Goods delivered to the Buyer.

2.1.5. To bear the risk of accidental death of the Goods until the moment of handing over the Goods to the Buyer.

2.1.6. Take other actions necessary for the qualitative and proper performance of one's obligations under this Agreement.

2.1.7. To properly fulfill other obligations stipulated by this Agreement, the Civil and Economic Codes of Ukraine, and other legal acts.

2.2. The supplier has the right to:

2.2.1. To require the Buyer to accept the Goods and make timely payment for the purchased Goods.

2.2.2. To be the initiator of changes and additions to this Agreement.

2.2.3. The supplier has other rights arising from the content of this Agreement and provided for by the Civil and Economic Codes of Ukraine and other legal acts.

2.3. The buyer undertakes:

2.3.1. Accept the Goods transferred by the Supplier.

2.3.2. Make payment for the Goods in accordance with the procedure provided for in this Agreement.

2.3.3. To properly fulfill other obligations stipulated by this Agreement, the Civil and Economic Codes of Ukraine, and other legal acts.

2.4. The buyer has the right to:

2.4.1. Demand from the Supplier timely delivery (handover) of high-quality Goods according to invoices in the quantity, range and price determined by the terms of this Agreement and the Specifications.

2.4.2. Demand from the Supplier the fulfillment of other obligations stipulated by this Agreement.

2.4.3. To be the initiator of changes and additions to this Agreement.

2.4.4. The buyer has other rights that arise from the content of this Agreement and are provided for by the Civil and Economic Codes of Ukraine and other legal acts.

2.5. The parties undertake:

2.5.1. To help each other as much as possible in fulfilling the obligations provided for in this Agreement.

2.5.2. Fulfill your obligations under this Agreement in a timely manner and in full.

2.5.3. For non-fulfilment or improper fulfillment of obligations under this Agreement, bear the responsibility provided for by this Agreement and current legislation.

3. QUANTITY AND QUALITY OF GOODS. WARRANTIES OF GOODS.

The assortment, nomenclature, and quantity of the Goods delivered under the terms of this Agreement are determined in the Specification, which is an Appendix and an integral part of this Agreement.

The buyer monitors the compliance of the supplied Goods with the list and characteristics specified in the Specifications to the Agreement.

The seller is responsible for the quality of the delivered goods.

The quality of the Goods delivered in accordance with the terms of this Agreement must meet the requirements of state standards and technical conditions for this type of Goods, the terms of this Agreement and the requirements specified in the Specifications to the Agreement.

The Supplier is obliged to provide the Buyer with a certificate of quality (conformity) of the Goods.

In order to protect the Goods from damage during transportation (in particular, by road transport), loading, unloading, storage, etc., the Supplier is obliged to ensure proper packaging of the Goods at its own expense. The product must be packed in such a way as to exclude the possibility of its movement inside the package during transportation. Special requirements for the packaging of the Goods may be specified in the Specifications to this Agreement, which is an integral part thereof.

In the event that the Product does not meet the quality requirements, the Buyer has the right to make claims:

for obvious defects (shortcomings) - at the time of reception;

from hidden defects (defects) within five days from the moment of discovery of such defects, but in any case no later than 30 days from the moment of delivery of the goods. In case of detection of hidden defects and defects of the Goods, within 5 days from the moment of detection of defects, a complaint report and other documents necessary to substantiate the claim are drawn up. Hidden defects should be understood as defects that cannot be determined during a visual inspection of the Goods upon acceptance and which may be detected during the use of the Goods, if such defects are due to the fault of the Supplier.

In case of detection of defects in the Goods, the Buyer is obliged to immediately notify the Supplier in writing and additionally by e-mail using the Supplier's details specified in section 15 of this Agreement.

The Supplier must notify the Buyer by e-mail no later than the next day after the date of receipt of the Buyer's notice, whether his representative will be sent to check the Goods for quality requirements and sign the complaint deed. If the Supplier sends its representative, the latter must arrive at the Buyer's address no later than 3 (three) days from the date of receipt of the Buyer's notice, having the appropriate power of attorney from the Supplier. In the event that the Supplier's representative does not arrive within the above-mentioned period, the Buyer draws up such an act on his own or can involve a representative of an independent organization, in particular, an expert performing an examination, a scientific research institute, etc., to draw up and sign the claim act.

The parties have agreed that the claim shall state:

a) surname, first name, patronymic of the persons who participated in drawing up the act, indicating the position held;

b) date, time of beginning and end of quality inspection of the Goods, place of drawing up of the act;

c) the number and date of this Agreement, the Product Specification, the date and number of the invoice, as well as other accompanying documents;

d) name of Supplier and Buyer, location, EDRPOU code;

e) description of non-compliance of the quality of the Goods with the terms of the Agreement, in particular, its shortcomings (defects), their nature, the actual quantity of the Goods that do not meet the terms of the Agreement, possible reasons for the identified shortcomings (defects) of the Goods; a description of the conditions of storage and operation of the Goods, as well as a description of the circumstances under which the warranty event occurred;

f) state of packaging; if the condition of the packaging could affect the preservation of the Goods, a detailed description of the packaging is provided.

The complaint deed is sealed with the signatures of authorized representatives of the Buyer, the Supplier (if he participated in drawing up the deed) and an independent organization (if it participated in drawing up the deed) and their seals.

Photographs of low-quality goods can be attached to the claim form, and if necessary, the conclusions of the examination.

Claims regarding the quality of the Goods on the subject of hidden defects and defects, together with the claim act and other documents confirming the validity of the claim, are sent by the Buyer to the Supplier within 3 (three) days from the date of the claim act.

The claim is sent to the Supplier by registered letter or registered letter with a description of the attachment, by courier or handed to the Buyer under receipt, and additionally on the day of dispatch it is sent to the Supplier in a scanned form with all attachments to the email address specified in section 15 of the Agreement or notified additionally.

The Supplier is obliged to consider the received claim and give the Buyer a justified written answer on the merits within 10 (ten) calendar days from the date of its receipt, as well as additionally send the answer by e-mail.
- In the event that the Buyer submits to the Supplier a substantiated claim that the Goods are not in accordance with the quality, the Supplier shall, at the Buyer's expense, be obliged to replace the poor-quality Goods with Goods of proper quality as soon as possible, but in any case within 10 (ten) days from the date of receipt of the Customer's claim, or return the cost of defective Goods within 10 (ten) days from the date of receipt of the Buyer's claim.

4. PRICE OF GOODS

4.1. The price of the Goods under this Agreement shall be determined by the Parties in the Specifications to this Agreement and shall be specified in the invoice attached to the Goods.

4.2. The specific prices per unit of the Goods, determined by the Parties in the Specifications to this Agreement, set by the Parties exclusively for this Agreement, do not apply to other agreements concluded or to be concluded between the Parties, and cannot be considered as evidence of the established practice of determining prices in contractual relations between the Parties.

5. PROCEDURE OF CALCULATIONS

5.1. Payment for the Goods is made in the national currency of Ukraine in non-cash form by depositing the value of the batch of delivered Goods from the Buyer's bank account to the Supplier's bank account, which is specified in this Agreement, or additionally notified in the invoice.

5.2. The buyer undertakes to pay the cost of the actually delivered Goods within the terms specified in the Specifications for the delivery of the Goods. The buyer has the right to make a prepayment for the Goods in whole or in part.

5.3. Payment for the Goods is made by the Buyer on the basis of the price specified in the Specification, on the basis of invoices and bills of lading.

5.4. Payment documents under this Agreement are drawn up in accordance with the current legislation of Ukraine in compliance with all requirements that normally apply to the content and form of such documents, with the mandatory indication of the date and number of this Agreement, as well as the number and date of the invoice for the delivery of the Goods and/ or numbers and dates of the invoice, according to which the payment of funds is made.

5.5. The date of payment for the Goods is the date of receipt of funds to the Supplier's current account.

5.6. The Supplier and the Buyer have the right at any time to send two copies of the Settlement Reconciliation Act to the other Party for approval and signature, and the Party that received the Settlement Reconciliation Acts is obliged to sign them and return one copy or send its motivated comments to the Settlement Reconciliation Act within 5 days from the moment of receipt of such act.

6. DELIVERY TERMS

6.1. The Supplier undertakes to supply the Buyer with the corresponding batches of the Goods within the time(s) specified in the Specifications, which are Annexes to this Agreement.

6.2. Ownership of the Goods and risks of accidental damage and/or destruction of the Goods shall pass from the Supplier to the Buyer at the time of delivery of the Goods on the invoice to the authorized representative of the Buyer at the place specified in clause 2.1.1. Agreement.

7. RECEIVING THE GOODS

7.1. Together with the Goods, the Supplier hands over the following documents to the Buyer's representative (or the carrier) and/or issues the following documents:

- the original invoice - invoice;

– the original of the duly executed invoice (2 copies), which must contain the number and date, a reference to the date and number of this Agreement, the assortment, nomenclature, quantity of the Goods, price per unit, cost of the entire batch of Goods;

– a document confirming the quality of the Goods (in cases stipulated by the Contract or legislation).

7.2. Acceptance - transfer of the Goods is executed by signing the invoice by the Parties. Acceptance of the Goods by quantity and assortment is carried out by comparing the assortment, the quantity of the Goods specified in the Specifications for the Goods and the invoice, with the assortment and quantity of the Goods actually delivered.

7.3. The date of delivery (receipt) of the Goods is considered to be the date of handing over of the Goods to the authorized representative of the Buyer according to properly executed invoices.

7.4. In the event that the Goods do not meet the quantity requirements, on the day of delivery of the Goods, the Parties draw up an Act of establishing discrepancies upon acceptance of the Goods in terms of quantity. The Supplier is obliged to deliver the Goods as soon as possible, but no later than within 5 (five) days from the date of receipt of the Buyer's claim at his own expense.

7.5. Acceptance of the Goods for quality is carried out by checking the Goods against the requirements of this Agreement and the Specification, which is an Appendix to this Agreement, the requirements specified in clause 3.4. of this Agreement, and on the basis of a certificate of quality (conformity) for the Goods.

7.6. Acceptance of the batch of Goods in terms of quantity and quality is carried out by the Buyer's representative under the appropriate power of attorney, drawn up in accordance with the requirements of the current legislation of Ukraine.

In case of detection during acceptance of the Goods, its non-compliance with the requirements specified in clause 3.4. of this Agreement, as well as the discovery of obvious external defects or deficiencies of the Goods, the Supplier undertakes to replace the poor-quality units of the Goods with Goods of appropriate quality. The fact of detection of defects (shortcomings) of the Product, its non-compliance with the requirements specified in clause 3.4. of this Agreement, is reflected in the "Act on detected defects of the Goods", which is signed by the Parties upon acceptance of the Goods.
- Replacement of Goods of inadequate quality with Goods of suitable quality must be carried out by the Supplier at his expense as soon as possible, but no later than 10 (ten) days from the moment of receipt of the Buyer's claim (demand).

8. PRIVACY STATEMENT

8.1. The Parties have agreed that the text of the Agreement, any materials, information and information related to the Agreement are confidential and may not be transferred to third parties without the prior written consent of the other Party to the Agreement, except when such transfer is related to obtaining official permits, documents for the performance of the Agreement or the payment of taxes, other mandatory payments, for the provision of audit or legal services, as well as in cases provided for by the current legislation, which regulates the obligations of the Parties to the Agreement.

9. USE OF PERSONAL DATA OF PARTIES

9.1. The Parties give each other their voluntary, full and unconditional consent to the processing by each of the Parties of the relevant personal data of natural persons who are listed as signatories of this Agreement and/or persons who made decisions regarding the conclusion or execution of the Agreement, and/or persons whose information became known to the Parties in connection with the processing of the documents provided by the Parties for the purpose of concluding the Agreement and/or any changes (additions) to the Agreement.

9.2. The processing of personal data received by the Parties must be carried out exclusively for the purpose of ensuring the fulfillment of obligations under the Agreement, to the extent and within the limits determined by the Law of Ukraine "On the Protection of Personal Data".

10. DURATION OF THIS AGREEMENT.

PROCEDURE FOR AMENDING THE AGREEMENT

10.1. The Agreement enters into force from the moment of its signing by the authorized representatives of the Parties and is valid until "__" ________ 2023, but in any case until the Parties fully fulfill their obligations under this Agreement.

10.2. This Agreement may be prematurely terminated by mutual agreement of the Parties or at the initiative of the Buyer on the grounds provided for in this Agreement, which he shall notify the Supplier of in writing. At the same time, this Agreement is considered terminated on the 6th day after the Buyer sends a notice of termination of the Agreement to the Supplier (if such notice is sent by mail) or from the date of delivery of the notice to the Supplier (if such notice is delivered by hand or sent by courier).

10.3. Amendments or additions to the Agreement may take place upon written agreement of the Parties by signing additional agreements to this Agreement.

10.4. Changes and/or additions made are considered by the Parties within 20 (twenty) calendar days from the moment of their receipt. Amendments and/or additions to this Agreement shall enter into force from the moment of the proper execution by the Parties of the corresponding additional agreement to this Agreement, unless otherwise specified in the additional agreement itself or in this Agreement, or from the date of entry into force of the relevant court decision amending this Agreement .

11. RESPONSIBILITY OF THE PARTIES

11.1. The Parties are responsible for non-fulfillment and/or improper fulfillment of the terms of this Agreement in accordance with the current legislation of Ukraine.

11.2. In case of non-fulfillment and/or improper fulfillment of the obligations provided for in this Agreement, the guilty Party is obliged to compensate the other Party for all losses related to such non-fulfillment or improper fulfillment of obligations.

11.3. Compensation for damages and payment of penalty (penalty, fine) does not release the guilty Party from fulfilling its obligations under this Agreement.

11.4. For violation of the terms of payment of the Goods, the Buyer shall pay to the Supplier a penalty in the amount of double the accounting rate of the NBU, which was in effect in the period for which the penalty is paid, from the value of the unpaid Goods, for each day of delay in payment.

12. FORCE MAJEURE

12.1. The parties are released from responsibility for partial or complete non-fulfillment of their obligations under this Agreement in the event of force majeure. Circumstances of force majeure of the Parties include circumstances that arose after the conclusion of this Agreement beyond their will and desire, which the Parties could not foresee or prevent, including, in particular: quarantine measures, strikes, mass disturbances, military actions, embargoes, natural disasters, including .h flood, fire, earthquake, as well as actions and regulatory acts of state authorities that are binding at least for one Party, provided that these circumstances directly affected the Parties' performance of their obligations under this Agreement.

12.2. The Party for which the circumstances of force majeure have arisen must notify the other Party in writing about this, about the beginning and termination of the specified circumstances, about the impact of such circumstances on the fulfillment of obligations under this Agreement no later than 10 (ten) days from the moment of their beginning and ending respectively. Untimely notification of the occurrence of force majeure circumstances deprives the offending Party of the right to release from obligations under this Agreement due to the circumstances that have arisen. The relevant Party is obliged to notify the other Party of the occurrence of such circumstances by registered mail or courier or by fax or e-mail.

12.3. In the event of force majeure, the term of performance of contractual obligations is proportionally postponed for the duration of the relevant circumstances. If it is impossible to fulfill the obligations within a period of more than two months, any of the Parties has the right to terminate this Agreement in whole or in part. In this case, the Parties are obliged to make a full mutual settlement, and the sanctions provided for by this Agreement and current legislation are not applied to the Parties.

12.4. Confirmation of the occurrence of force majeure circumstances can be a certificate from the Chamber of Commerce or a competent state authority.

13. RESOLUTION OF DISPUTES

13.1. All disputes and disagreements that may arise during the execution, modification or termination of this Agreement or in connection with it, will be resolved through negotiations between the Parties, if possible.

13.2. In the event that the Parties do not reach an agreement through negotiations, the dispute is referred to the commercial court in accordance with the current legislation of Ukraine.

14. OTHER TERMS

14.1. The Agreement is drawn up in 2 original copies, one for each of the Parties, which have the same legal force.

14.2. Additional agreements and appendices to this Agreement are an integral part of it and have legal force if they are set out in writing and sealed with the signatures and seals of the Parties.

14.3. In cases not stipulated by the Agreement, the Parties are governed by the Economic Code of Ukraine, the Civil Code of Ukraine, and other applicable legislation of Ukraine.

14.4. After the signing of the Agreement, all previous negotiations, correspondence, preliminary agreements and protocols of intent on issues related to the Agreement in one way or another shall lose legal force.

14.5. All corrections according to the text of the Agreement have legal force only if they are mutually certified by the representatives of the Parties in each individual case.

14.6. Each Party bears full responsibility for the correctness of the details specified by it in this Agreement and undertakes to promptly notify the other Party in writing of their change, and in case of failure to notify bears the risk of adverse consequences associated with it.

14.7. Any correspondence (any notices) sent by the Parties to each other within the framework of this Agreement must be sent in writing and will be considered properly submitted provided that it is sent by registered mail with a description of the attachment with a notice of service or delivery in person or by courier. service to the address of the Party under the Agreement. Notifications of the Parties under this Agreement may also be sent by e-mail specified in section 15 of this Agreement, while such notifications are preliminary in nature and must be duly confirmed in accordance with the provisions of this clause of the Agreement. In the event that the Party refuses to receive correspondence, it is considered received by the other Party on the 5th day from the moment of its sending by registered letter with a description of the attachment to the address of the Party indicated in section 15 of this Agreement, including, it is considered received in the event of evasion (refusal ) Parties from receiving postal correspondence at the post office or not appearing at the post office to receive postal correspondence.

14.8. All taxes, fees and other mandatory payments paid by each of the Parties in connection with the execution of this Agreement are carried out in accordance with the current tax legislation of Ukraine.

14.9. As of the date of signing this Agreement, the Supplier is a payer of income tax and value added tax under general conditions in accordance with the Tax Code of Ukraine. The supplier carries out its economic activity using a seal.

14.10. As of the date of signing this Agreement, the Buyer is a payer of income tax and value added tax under general conditions in accordance with the Tax Code of Ukraine. The buyer carries out his economic activity using the seal.

14.11. In the event of a change in the taxation status of one of the Parties, the Parties shall additionally notify each other in writing.

14.12. The persons who signed this Agreement confirm (guarantee) that they are not recognized as legally incapacitated or limited in capacity, they equally understand the meaning and conditions of this Agreement and its legal consequences, confirm that their expression of will is free, conscious and corresponds to the intentions of the Supplier and the Buyer , this Agreement is concluded by them in accordance with their true will, without any application of physical or mental pressure, all the terms of this Agreement are clear to them, correspond to their expression of will and do not raise any questions, as well as the fact that this Agreement does not carry of the nature of a fictitious and pretend transaction and is concluded with the intention of creating relevant legal consequences, when concluding this Agreement there is no deception or other concealment of facts that would be of significant importance and were deliberately hidden by them, this Agreement is concluded on favorable terms for the Parties.

15. DETAILS OF THE PARTIES

"PROVIDER" PRIVATE ENTERPRISE "PAPER ECO WORLD" PP "Paper Eco World" Address: 77311, Ivano-Frankivsk region, Kalush district, Kalush city, Lytvina street, building 30b; EDRPOU code 42796159; Date of birth: UA213001190000026006031085002 in PJSC BANK ALLIANCE; Extract from the register of VAT payers No. 1913034500041; TIN 427961513034
Hryshchuk N.O./______________________/

"BUYER" _____________________________________ _____, city of ____________, _____________ district, st. _____________________, building __, Rah. No. 2600_________________________ in ________________________________________, Bank Code ________________
identification code ______ TIN _____________, certificate no. ________________,
Tel.: (____) __________________________ e-mail: _______________________ Director _____________________ ______

Annex #____

to the Supply Agreement No._____

from "___" _________ 2023 year

m. ____

"___" _________ 2023

SPECIFICATION #____

No	Name (nomenclature), range and other characteristics of the product	One. measurement	Number	Price per unit (UAH)	Sum (UAH), Without VAT
1
2
3
				Total without VAT:
				VAT:
				Total with VAT:

The total cost of the product is _____________ (____________________) hryvnias. _____ kop., including VAT.

Product delivery time: within _____ (___________) days from the date of signing this Specification.

Settlement period: _____________________________________________

Terms of delivery Product: ____________________________________________________

"PROVIDER" PRIVATE ENTERPRISE PP "Paper Eco World" Address: 77311, Ivano-Frankivsk region, Kalush district, Kalush city, Lytvina street, building 30b; EDRPOU code 42796159; Date of birth: UA213001190000026006031085002 in PJSC BANK ALLIANCE; Extract from the register of VAT payers No. 1913034500041; TIN 427961513034 Director _____________________ ______

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