SUPPLY AGREEMENT

Limited Liability Company “SPHERE LIFE”, represented by Director Oleksii Ivanovych Chernyshov, acting on the basis of the Charter (hereinafter referred to as the Supplier), on the one part, and an individual (hereinafter referred to as the Customer), on the other part, hereinafter collectively referred to as the Parties, and individually as a Party, have entered into this Supply Agreement (hereinafter referred to as the Agreement) as follows:

1. SUBJECT OF THE AGREEMENT

1.1. Under the procedure and on the terms defined by this Agreement, the Supplier undertakes to transfer within the established time frame into the ownership of the Customer the goods specified by this Agreement (hereinafter referred to as the Goods), and the Customer undertakes to accept the Goods and pay for them on the terms of this Agreement.

1.2. Together with the Goods, the Supplier shall transfer to the Customer the relevant licenses, certificates, etc., for the Goods.

1.3. The Supplier guarantees that the Goods belong to it by right of ownership, are not subject to any prohibition on alienation, seizure, pledge, or any other means of securing obligations to any individuals or legal entities, state bodies or the state, and are not subject to any other encumbrances or restrictions provided for by the legislation of Ukraine.

1.4. The terms of this Agreement are set forth by the Parties in accordance with the requirements of the International Rules for the Interpretation of Trade Terms INCOTERMS (2020 edition), which are applied taking into account the specifics related to the domestic nature of this Agreement, as well as the specifics arising from the terms of this Agreement.

2. QUALITY, COMPLETENESS, PACKAGING AND LABELING OF THE GOODS

2.1. The Supplier shall deliver (supply) to the Customer Goods whose quality complies with the applicable requirements and standards for this type of Goods. The Supplier guarantees the quality of the Goods supplied under this Agreement, as well as full compliance of the Goods with the Specification and the terms of the Agreement.

2.2. In the event the Supplier delivers Goods of inadequate quality, such Goods shall be replaced with Goods of proper quality as defined in the Agreement within 14 (fourteen) days from the date the Supplier receives the relevant demand (claim) from the Customer.

2.3. If the Customer identifies defects in the Goods that could not be detected during acceptance and transfer, the Customer shall send the Supplier a notice with a supporting report of the identified defects attached, and the Supplier shall eliminate the defects of the defective Goods, replace the Goods, or reimburse the Customer for the amount paid for such Goods.

2.4. Upon elimination of defects, the Supplier shall draw up a relevant Defect Elimination Act, which shall be signed by the authorized representative of the Supplier.

2.5. All costs related to replacing defective Goods with Goods of proper quality shall be borne by the Supplier. If replacement of the Goods is impossible, the Supplier undertakes to refund to the Customer the amount paid for such Goods within 5 (five) banking days from the moment of receiving the Customer’s demand (claim), and the Customer shall return the defective Goods.

2.6. The Goods must be new, unused, fully fit for use, and stored under proper conditions.

2.7. The Goods shall be packaged by the Supplier in such a manner as to prevent damage and/or destruction prior to acceptance by the Customer and to ensure preservation of all properties of the Goods during transportation and storage.

2.9. The cost of containers and packaging is included in the price of the Goods.

2.10. The supplied Goods must have labeling that complies with the requirements established for this type of Goods.

3. PAYMENT TERMS

3.1. The Customer shall make a 100% advance payment for the Goods after placing the order.

3.2. The Customer may pay for the Goods by making a non-cash payment to the Supplier’s current account or by Visa/MasterCard bank card via the payment system.

4. DELIVERY TERMS AND PROCEDURE

4.1. Delivery shall be made on DAP – Buyer’s warehouse terms.

4.2. The delivery period for the Goods is 60 (sixty) calendar days from the date of placing the order.

4.3. Title to the Goods and the risks of accidental loss and/or accidental damage (spoilage) shall pass to the Customer from the moment the Goods are accepted.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The Customer shall:

5.1.1. Accept the Goods from the Supplier in the manner and within the time limits stipulated by this Agreement and the law.
5.1.2. Pay the Supplier for the Goods under this Agreement in the manner and within the time limits stipulated herein.
5.1.3. Not infringe the exclusive proprietary intellectual property rights to the Supplier’s Goods and bear liability for any infringement thereof.
5.1.4. Properly perform other obligations under this Agreement.

5.2. The Supplier shall:

5.2.1. Deliver the Goods in the manner and within the time limits stipulated by this Agreement.
5.2.2. Transfer to the Customer Goods whose quality meets the stated requirements and standards applicable to similar goods.
5.2.3. Transfer to the Customer the relevant licenses, certificates, etc., for the Goods.

5.3. The Customer has the right to:

5.3.1. Withdraw from the Agreement and claim damages if the Supplier fails to deliver the Goods within the time limits set by the Agreement.
5.3.2. Demand replacement of defective or incomplete Goods with Goods that meet the stated requirements and standards.

5.4. The Supplier has the right to:

5.4.1. Deliver the Goods ahead of schedule.
5.4.2. Without the Customer’s consent, at its own name and risk, entrust performance of certain works to third parties, remaining solely responsible to the Customer for compliance with all terms of this Agreement.

6. WARRANTY OBLIGATIONS

6.1. The warranty period for service maintenance of the Goods is 12 (twelve) calendar months from the date of acceptance and transfer of the Goods under this Agreement.

6.2. If manufacturing defects are detected upon acceptance or during operation within the warranty period, the Supplier’s authorized representative shall appear to draw up a defect report within 2 (two) business days from the Customer’s official request.

6.3. If the Customer identifies defects that could not be detected during ordinary acceptance, the Customer may submit a claim (complaint) to the Supplier within 10 (ten) business days from the date such defects are discovered.

6.4. The warranty period for the Goods does not depend on the term of this Agreement.

7. FORCE MAJEURE

7.1. The Parties shall be released from liability for full or partial non-performance or improper performance of obligations under this Agreement if such non-performance results from force majeure circumstances. Force majeure shall mean any external circumstances beyond the Parties’ control that arose without fault of the Parties, beyond their will or contrary thereto, which could not be foreseen or avoided, including natural disasters (earthquakes, floods, hurricanes, lightning damage, etc.), man-made and anthropogenic disasters (explosions, fires, equipment failures, etc.), social circumstances (hostilities, civil unrest, epidemics, strikes, boycotts, etc.), as well as acts of state or local authorities, other lawful or unlawful prohibitive measures that make performance impossible.

7.2. The Party that becomes aware of force majeure circumstances shall notify the other Party no later than 15 (fifteen) calendar days after their occurrence. Force majeure circumstances shall be confirmed by a certificate of the Chamber of Commerce and Industry of Ukraine.

7.3. If due to force majeure and/or its consequences performance of this Agreement is temporarily impossible for more than 3 (three) months without signs of cessation, this Agreement may be terminated unilaterally by either Party by sending written notice to the other Party.

7.4. Failure to notify the other Party within the period specified in clause 7.2 deprives the Party of the right to invoke such circumstances.

8. DISPUTE RESOLUTION

8.1. All disputes and disagreements arising between the Parties in connection with performance of this Agreement shall be resolved through negotiations.

8.2. If a dispute cannot be resolved through negotiations, it shall be resolved in court in accordance with the jurisdiction and venue established by the legislation of Ukraine.

9. TERM AND TERMINATION OF THE AGREEMENT

9.1. This Agreement shall be deemed concluded and shall enter into force from the moment of signing and shall be indefinite.
9.2. This Agreement may be terminated only by mutual agreement of the Parties, except as otherwise provided herein.
9.3. A Party wishing to terminate this Agreement shall notify the other Party in writing 20 (twenty) calendar days prior to the termination date.

10. CONFIDENTIALITY

10.1. The Parties acknowledge that all information directly or indirectly related to this Agreement, as well as information about the activities of each Party or any third party related to the Parties that is not publicly available and became known as a result of concluding and/or performing this Agreement, is confidential. Confidential information also includes information that has commercial value due to being unknown and not readily accessible, and that has been subject to adequate protection measures.

10.2. The Parties undertake not to disclose confidential information to third parties and not to use it for purposes other than proper performance of this Agreement, both during its term and after its termination, limiting access to such information to the minimum necessary.

10.3. Confidential information may be disclosed pursuant to a lawful request of a state authority or court decision; the disclosing Party shall immediately notify the other Party of such request.

10.4. A Party that violates confidentiality obligations shall bear liability under this Agreement and Ukrainian law and compensate damages caused by such disclosure.

11. INTELLECTUAL PROPERTY

11.1. The Supplier guarantees that there are no disputes regarding intellectual property rights to the Goods between the Supplier and any third party.

11.2. Exclusive proprietary intellectual property rights to the Goods are not transferred to the Customer and remain solely with the Supplier.

11.3. From the moment of receipt of the Goods, the Customer undertakes not to infringe the Supplier’s exclusive proprietary intellectual property rights, including prohibition of use of design documentation, creation of similar products, or other use without limitation in time, territory, or methods without the Supplier’s consent.

11.4. The Customer shall not use design documentation without prior approval of the Supplier.

11.5. The Customer shall not transfer to third parties any information regarding components of the Goods or design documentation.

12. FINAL PROVISIONS

12.1. All legal relations arising from or related to this Agreement shall be governed by this Agreement, supplementary agreements, applicable Ukrainian law, and business customs based on principles of good faith, reasonableness, and fairness.

12.2. Any amendments, addenda, supplementary agreements, and appendices shall be valid if made in writing and signed by authorized representatives of the Parties (and sealed, if applicable).

12.3. Upon signing this Agreement, all prior negotiations, correspondence, preliminary agreements, and other arrangements related thereto shall lose legal force, but may be considered for interpretation purposes.

12.4. The Parties are fully responsible for the accuracy of their details and shall promptly notify each other in writing of any changes.

12.5. Assignment of claims and/or transfer of debt under this Agreement is permitted only with the prior written consent of the other Party.

12.6. Any corrections in the text of this Agreement shall be valid only if dated, signed by the Parties’ representatives, and sealed (if applicable).

12.7. The Parties guarantee that this Agreement is signed by duly authorized representatives.

13. SUPPLIER DETAILS

SUPPLIER
Limited Liability Company “SPHERE LIFE”

Registered address: 11-B Yevhena Sverstiuka Street, Kyiv, 02002, Ukraine
Phone: +38 (097) 972-42-23
IBAN: UA733510050000026007879041623
Bank: UKRSIBBANK JSC, Kyiv
Tax ID: 440645426534
EDRPOU code: 44064545