Public offer agreement
for the provision of goods presented by online-store «STORE 54»
Russian Federation, Saint-Petersburg
Edition №1, July 01, 2020
Hereby Limited Liability Company «54 СТОР», represented by General director Ivanova Olga Igorevna, in accordance with Clause 2, Article 437 of the Civil Code of the Russian Federation, proposes to any legal entity to conclude the Sales Contract under the following conditions (hereinafter referred to as the «Offer»).
According to Subclause 1, Clause 3, Article 438 of the Civil Code of the Russian Federation the acceptance of the offer is equivalent to making the Order online, or the payment, or any other actions, indicating in intention to sign the contract of the provision of goods.
The sales contract shall be recognized as concluded at the moment, when the person, who has forwarded the offer, has obtained its acceptance (Clause 1, Article 433 of the Civil Code of the Russian Federation). In conformity with the law, the execution of the following regulations is required by both parties, and the subsequent behavior of the parties shall be taken into account.
Terms and definitions:
Contractor — LLC «54 СТОР» (PRSN: 1197847250897, TIN/IEC: 7841087475/784101001, legal address: 191014, Saint-Petersburg, Liteyny prospect, building 46а, quarters 9, office 2).
Customer — any legal entity who, in accordance with the established agreement, accepted this offer.
Parties — both the Contractor and the Customer.
Agreement — a contract between the Contractor and the Customer for the provision of Products, which is concluded through the acceptance of the Offer.
Website — the web-service with the official domain: https://studia-54.store. The «Website» hereinafter is referred to any page of this web-service.
Product — upholstered, cabinet furniture, or any other products, available on the website.
Set of Products — a total number of products chosen by The Customer on the Website. The Set of Products is indicated in the Customer’s Order or Invoice.
Order — the Customer’s request for the purchase of a particular set of Products. The Order has to be formed by the Customer himself via adding them to the basket on the Website, or with the Manager’s help.
Manager — official Contractor’s representative, authorized to verify the terms of sale or any other procedures with the Customers. Manager’s contacts are available on the Website.
Invoice — the payment invoice, which could be sent to the Customer by the Contractor after receiving the finalized Order, if the Customer has chosen the “direct bank transfer”. The Invoice contains information about the order and the price.
Carrier — the third-party organization that provides transportation services and/or related logistic services.
- Subject of the agreement
- The Customer orders, as well as is obligated to accept and pay for the Product; The Contractor provides the Product.
- The content and the conditions of the Order of the Products are formed in one of the following ways:
- By independent customer selection of the necessary Products, adding the Products from the Website’s Catalogue to the basket, and placing the Order.
- By completing the Order with the Manager’s assistance.
- The agreement is concluded with the Customer’s acceptance of the current Offer agreement (hereinafter referred to as «Agreement»). Full and unconditional acceptance is the Customer’s performance of any of the following actions:
- Order confirmation on the Website.
- Payment for the Products in any way.
- Coordination of the terms of sale of the Products with the Manager.
- Performance of any other actions that clearly indicate the Customer’s intention to conclude a sales contract with the Contractor.
- A contract may be concluded for the sale of Product to be on hand by the Contractor at the time of its conclusion, and also of Product which will be created or acquired by the Contractor in the future (Clause 2, Article 455 of the Civil Code of the Russian Federation).
- An agreement of retail sale-purchase is concluded on the basis of familiarising the Customer with a description, proposed by the Contractor, of the Products by means of online-catalogues, folders, booklets, photographs, communication media, or by other methods ruling out the possibility of direct familiarisation of the Customer with the Products (remote method of the sale of Products; Clause 2, Article 497 of the Civil Code of the Russian Federation).
- Cost of Products and payment
- The Price of the Product is indisputably determined by the Contractor. The prices are available on the website.
- The Price could be presented in Russian rubles (rub) or a foreign currency. If the price of the Product is in foreign currency (US dollars, euros, etc), the payment amount is calculated on the following basis – the original price in rubles and in accordance with the official rate of the Central Bank of Russia on the calculation date +2%.
- Delivery fee of the Products is paid by the Customer.
- The price of the Product (or the Set of Products) in the particular Order is determined while the Order is being processed (clause 1.2).
- Payment for the Products is processed in a non-cash form via a bank transfer using Internet payment providing systems or any other payment platforms, or via direct bank transfer to the Contractor’s account, or by cash.
- The Customer is obligated to pay for the Product in full (full prepayment) within 2 (two) days from the date of the Order or the date of the Invoice (in case of bank transfer payment).
- Under the terms of this Agreement (Offer), the instalment payment for the Product or credit cards are not accepted and could be additionally negotiated by the Sides.
- In the case of debit card payment, the payment (including the card number) is being processed on a secure payments getaway, which has passed the international certification. The Contractor will not receive any access to the Customer’s confidential data (including card details, registration data, etc.); it is secured and no one, including the Contractor himself, could access the data. Payment Card Industry Data Security Standard (PCI DSS), developed by Visa and Master Card, is being utilized as a security standard, that provides secure bank card transactions. The Contractor is not responsible for the security of the bank data, because the Contractor does not have access to it. By completing the transaction, the Parties agree on data transmitting technology to be secure due to such protocols, as Secure Sockets Layer (SSL), Verified by Visa, Secure Code, and private banking networks with the highest level of protection.
- The Payment for Product is not subjected to VAT, due to the application of the simplified taxation system by the Contractor (Clause 2, Article 346.11 of the Tax Code Part Two of the Russian Federation).
- Terms of the provision of the Products
- The Contractor is obliged to transfer the Product to the Customer within the agreed period of time.
- If the Parties haven’t agreed on the date of transfer of the Product, the Contractor is obliged to transfer the Products to the Contractor within 6 (six) months.
- The term for the transfer of the Product begins to expire on the next working day after the day on which the Contractor has received the full payment for the Product (clause 2.5).
- The term for the transfer of the Product is cease to expire on the day the Customer has been notified by e-mail that the Product is ready to be collected (in the case of click-and-collect), or on the day when the transfer of the Product to the Carrier has officially begun (in the case of the Carrier delivery or delivery by any third parties).
- The Contractor has the right to transfer the Product to the Customer ahead of time.
- The Customer has the right to early cancel the Order (performance of this Agreement) in case of full reimbursement of the Contractor’s expenses, appeared during the execution of this agreement (clause 4, Article 497 of the Civil Code of the Russian Federation). They include the following: costs associated with the purchase of the necessary Product by the Contractor in order to further transfer it to the Customer; Contractor’s costs associated with the production of the necessary Product with the purpose of further transfer it to the Customer; costs associated with the customs clearance of the Product or the corresponding services of the third parties; costs associated with the purchase of any materials for the production of the Product; employees’ salaries and expenses related to involved third parties in connection with the purchasing procedure and/or production; expenses related to the payment of taxes, fees, customs and other duties appeared due to the execution of this Agreement; logistics costs; other expenses. The parties additionally agree that if the Customer refuses to accept the Product (execution of the Agreement) after 7 (seven) working days from the date of the prepayment, the Contractor’s expenses count for at least 80% of the price of the Product that the Customer refused to accept. Reimbursement of these expenses is made by the Contractor unilaterally, without acceptance, at the cost of the prepayment for the Product.
- If the Customer refuses to accept the Product, the Contractor has the right to demand from the Customer a fee for the forced storage of the Product at the rate of 0.1% of the total price of the Product for every day of storage, starting from the 10th (tenth) day of forced storage.
- The Contractor has the right to unilaterally increase the delivery time of the Product if the delay is associated with the manufacturer or the supplier’s actions, or in the case of the customs clearance procedures dealing with the Product. The Contractor undertakes to notify the Customer about such events via e-mail.
- Acceptance of the Product
- If the delivery of the Product is planned, the Contractor is obliged to pass on the Product to the Carrier for further delivery to the Customer within the dedicated period. The Contractor’s obligation to transfer the Product should be considered fulfilled from the moment the Product is handed to the Carrier. The risk of accidental death, damage, or loss of the Product passes to the Customer at the moment of loading the Product onto the Carrier's vehicle. Delivery is offered to the address specified by the Customer during the placing of the Order.
- If the delivery is not specified in the particular order, the Customer is obligated to accept the self-pickup option from the Contractor's warehouse within 3 (three) days from the Contractor’s notification that the Product is ready to be collected. The risk of accidental death, damage, or loss of the Product passes to the Customer at the time of acceptance of the Product. The Contractor’s warehouse address is mentioned on the Website.
- The transfer of the Product is made only on the condition of its full payment. In the event that the Customer has a debt, dealing with the Product or delivery (or other arranged services), the transfer of the Product could not be made. This should be considered as a delay in the acceptance of the Product, which occurred due to the Customer’s fault.
- If the delivery of the Product on the agreed date and time becomes not possible due to the Customer’s fault (due to the absence of the Customer or any another person capable of accepting the Product from the Warehouse), re-delivery could be made on a reimbursable basis at the price agreed by the Parties, or on terms of self-pickup from the Contractor's warehouse.
- Upon acceptance of the Product, the Customer is obliged to check the Product by the number of items/packages, as well as to carry out a complete visual assessment of the condition of the Product, in order to check the conformity of the Product, range, quality, the quantity of the received Product. In the case of acceptance without an inspection, the Customer is not entitled to further refer to the defects of the Product that could be identified as part of a visual inspection of the Product (obvious defects).
- In the event of defects of the Products being discovered during the acceptance procedure, the Customer is obliged to immediately notify the Contractor about them and present a specific exhaustive list of identified defects.
- Rights and obligations of the Parties
- The Contractor is obliged:
- To provide the Product on time, in full, and of proper quality.
- To notify the Customer in due course about the circumstances that may affect the delivery time and may lead to a delay or inability to deliver on the agreed terms.
- The Contractor has the right:
- To demand the payment for the Product or related services.
- To charge the Customer with a fee in case of storage of the Product.
- The Customer has the right:
- To request the on-time delivery of the Product.
- To ask for the relevant informant about the current state of Order.
- The Customer is obliged:
- To pay for the Product in accordance with this Agreement (Offer).
- To ensure the possibility of the on-time acceptance of the Product.
- To provide the storage and subsequent use of the Product in dry, heated, ventilated rooms, protected from the direct sunlight, at least 1 (one) meter away from the heating devices, with the room temperature from +10 to +24 С and humidity level within 35-65%.
- To provide the space for the Product with required conditions:
- All construction work must be completed.
- Walls should be vertical with 90 degrees angles.
- The floor must be flat; the permitted floor slope must not exceed 2 cm per room length.
- The Contractor hereby assures the Buyer that the Product being sold:
- Is owned by the Contractor.
- Is free from any third party claims (not pledged, rented, leased, managed by third parties, etc.).
- Does not belong to the category of goods, the circulation of which is limited or prohibited by the legislation of the Russian Federation.
- The Contractor acknowledges that he holds the right to conclude this Agreement in relation to any Goods from the Website.
- The Customer hereby assures the Contractor of the following facts:
- Option A (for individuals and entrepreneurs): The Customer is a person with full capabilities according to the Article 21 of the Civil Code of the Russian Federation. The Customer has the right to independently conclude this Agreement without any third parties’ consent. There are no actual or legal obstacles for the Customer to conclude the Agreement contract.
- Option B (for legal entities): The Customer is an active legal entity registered in accordance with the procedure established by law, with full legal power in accordance with the Article 49 of the Civil Code of the Russian Federation. The purchase of the Product is not considered as a major one for the Customer in accordance with the Article 46 FZ, 08.02.1998 No. 14-FZ «On limited liability companies». The Customer has the right to independently conclude this Agreement without any third parties’ consent. There are no actual or legal obstacles for the Customer to conclude the Agreement contract.
- The Customer hereby assures the Contractor with the following facts:
- The Customer has been cautious while selecting the Product;
- The Contractor has provided the Customer with complete and comprehensive information about the Product, its characteristics, and qualities. The Contractor has provided the Customer with complete and comprehensive information regarding the terms of purchase of the Product (payment procedure, delivery time, other conditions). The information provided is fully sufficient to make a decision about the purchase of the Product.
- The Customer has independently chosen (or agreed with) the functional features, size, color, material, upholstery of the Product.
- The consent of personal data processing
- When placing the Order, as well as when performing other actions as part of the execution of this Agreement, the Customer provides (or may provide) the following personal data to the Contractor:
- Surname, name;
- Date and place of birth;
- Passport details, individual taxpayer number, bank details, registration address and/or current address, residence permit (if applicable);
- Phone number;
- E-mail address;
- Delivery address;
- Other information directly or indirectly related to the Customer.
- The Customer gives the Contractor his consent to the following actions regarding Personal data:
- To process personal data, with and without automated tools and database management systems, including their collection, recording, systematization, accumulation, storage, clarification (update, change), extraction, use, distribution (including transfer (provision, access) to the third parties in the Russian Federation and for the cross-border transfer, depersonalization, blocking, destruction of personal data, as well as its transfer to third parties with whom the Contractor has agreements or any other contracts, with the purpose of further processing (including collection, systematization, accumulation, storage, clarification (update, change), use, distribution (including transfer on the territory of the Russian Federation and cross-border transfer, if applicable), depersonalization, blocking, destruction of personal data).
- To use the Customer’s personal data in any way in order to conduct marketing programs, promotions, and campaigns.
- The warranty period for the Product is 1 (one) year from its delivery date.
- In case of discovery of hidden deformities or defects of the Product, the Customer is obliged to notify the Contractor about them, as well as send relevant photo and video materials via e-mail, demonstrating the defect.
- The Contractor is obliged to review the Customer’s materials in a course of 7 (seven) days.
- If the identified defects present a warranty case (they are of a production nature or happened before the delivery of the Products to the Customer), the Contractor is obliged to either get rid of those defects or replace the Product. The deadline for the following procedures matches the deadline for the transfer of the Product (clauses 3.1, 3.2).
- In the event of a dispute regarding the Contractor’s warranty obligations regarding the identified defects, the interested Party shall conduct the Product examination.
- The costs of the examination of the Products shall be handled by the Party that initiated the examination. The party that initiated the examination is obliged to promptly notify the other Party about the date and place of the examination, otherwise, the expert's opinion will not be recognized as the justified evidence in resolving the dispute between the Parties.
- The Contractor does not acquire any obligations in regards to warranty if the identified defects have happened due to:
- Incorrect assembly of the Product, assembly errors;
- Mechanical impact made by the Customer after the acceptance and transfer of the Product;
- Careless use of the Product;
- Use of the Product for unrelated and unnecessary purposes;
- Violation of the temperature and humidity regime of storage and use of the Product (clause 5.4.3);
- Application of chemically aggressive substances or abrasive powders to the Product;
- Violation of the Product usage guide (if they were given to the Customer together with the Product);
- Third-party actions;
- The impact of natural forces (fire, flooding, etc.);
- Independent dismantling/installation of the Product by the Customer himself or third parties.
- The Contractor’s fulfilment of the warranty obligations is counter to the Customer's fulfilment of the obligation to pay for the Products in full.
- Liability of the parties
- The Parties are responsible for the failure or improper performance of their obligations in accordance with the current Law of the Russian Federation.
- In case of the violation of the deadlines for fulfilling its obligations, the Contractor is obligated, upon the Customer’s written request, to pay a penalty in the amount of 0.1% of the price of the Product, the transfer of which is overdue, for each day of delay, but not more than 10% in general.
- In case of the violation of the deadlines for fulfilling its payment obligations, the Customer is obligated, upon the Contractor’s written request, to pay a penalty in the amount of 0.1% of the price of the Product, which is overdue, for each day of delay, but not more than 10% in general.
- The Contractor is not responsible for the loose adhesion of the Product, the unstable position of the Product in the room, if this is a consequence of an increased curvature of the wall or floor in the operation room and/or violation of the obligations mentioned in the clause 5.4.4 of this Agreement (Offer).
- The Parties accept the possibility of a small difference in the tone, color, veneer, or wood structure between individual elements (like canvas, box, platbands), as well as the tone of veneer or wood, which should not be considered as a defect and is due only to the natural origin of raw materials. Such a difference is not an indication of the Product’s defect or deformity.
- Products made with various «aging» technologies, as well as Products made with the use of handwork (painting, toning) are allowed to have discrepancies in terms of ornament, pattern, color between the received product and the sample or catalogue one, because these discrepancies are due to the specific manufacturing of the Product, manual production in particular. Also, for semi-antique products, the presence of small breaks, microcracks, as well as the style of the product itself, is acceptable.
- The responsibility for the inaccuracy of the assurance about legally significant circumstances (clause 6 of the Agreement) is borne by the Party that has fulfilled such assurances.
- Order of consideration of disputes
- If any disputes and disagreements under this Agreement take place, the Parties agree to resolve them in a complaint procedure, by sending justified and reasonable claims.
- Any letters, notifications, or claims addressed by the Parties to each other by the Russian Post or other courier services, should be considered as received after 7 (seven) days from the date of dispatch unless there is evidence of another date of receipt of the letter by the addressee.
- Any letters, notifications, or claims addressed by the Parties to each other via e-mail should be considered as received by the addressee on the next business day after the day of dispatch. The Contractor could send letters and notifications to the Customer’s email address that he has indicated when placing the Order.
- The time for the response to a received letter or claim is no more than 10 (ten) days.
- If it is impossible to resolve the dispute in the claim procedure, the Parties agree to refer the disputed matter:
- Option A (for Customers - individuals): to the Dzerzhinsky District Court of the city of St. Petersburg.
- Option B (for Customers - legal entities): to the Arbitration Court of the city of St. Petersburg and the Leningrad Region.
- Other conditions
- This agreement is concluded by The Customer accepting the Public Offer, published on the Website. The Parties confirm the legal force of the e-mail correspondence to the addresses indicated in the Customer’s details or other e-mail addresses of the Parties.
- All disputes and disagreements are solved by negotiations. In case disputes and issues cannot be settled by negotiations, any documents or materials could be used as the appropriate evidence in court.
The Contractor: LLC «54 СТОР»,
191014, Saint-Petersburg, Liteyny prospect, building 46а, quarters 9, office 2