This Goods Supply Agreement (hereinafter referred to as the “Agreement“) constitutes an offer of Individual Entrepreneur (Sole Proprietor) Stanislav Bilyk, duly registered under the laws of Ukraine, Taxpayer Registration Number HB476491 (hereinafter referred to as the “Supplier“), addressed to an unlimited number of individuals and legal entities (hereinafter referred to as the “Buyer“), to enter into a goods supply agreement on the terms and conditions set forth herein.
This Agreement is published on the Internet at https://beliks.com/ and governs the procedure for ordering, payment, manufacture, supply and acceptance of Goods, as well as the rights and obligations of the Parties.
- General terms and definitions
1.1. For the purposes of this Agreement, the following terms shall have the meanings set out below:
– Acceptance means the Buyer’s full and unconditional acceptance of the terms and conditions of this Agreement by making full or partial payment of an Invoice in accordance with its terms.
Website means the Supplier’s website available at: https://beliks.com/.
– Order means a request submitted by the Buyer and agreed by the Parties for the supply of Goods in accordance with this Agreement and the relevant Invoice.
– Invoice means a document issued by the Supplier containing the individual terms and conditions of a particular Order agreed by the Parties.
– Communication Channels means the Supplier’s official means of communication used by the Parties for placing Orders, exchanging documents and conducting other communications under this Agreement, including:
- Supplier’s email address: sales@belik.com;
- Supplier’s telephone number: +380633030030, as well as Telegram, Viber and WhatsApp accounts linked to such telephone number;
- Supplier’s social media accounts specified on the Website;
- contact forms and other communication tools available on the Website.
1.2. Upon Acceptance, this Agreement shall be deemed concluded and shall not require any further execution or signing by the Parties unless otherwise agreed separately.
1.3. By making the Acceptance, the Buyer confirms that it has read this Agreement, fully understands its contents, agrees to its terms and undertakes to comply with them.
- Subject matter
2.1. The Supplier shall supply to the Buyer, and the Buyer shall accept and pay for, wedding dresses and/or other products presented on the Supplier’s Website (hereinafter referred to as the “Goods”) in accordance with the terms and conditions of this Agreement.
2.2. The assortment, description, quantity, price of the Goods, manufacturing period and/or readiness-for-shipment date, as well as other individual terms of supply, shall be specified in the relevant Invoice issued by the Supplier for the respective Order.
2.3. Each Invoice shall constitute an integral part of this Agreement and shall prevail with respect to the individual terms and conditions of the relevant supply.
2.4. Information about the Goods published on the Website is provided for informational purposes only and does not constitute a guarantee that the relevant Goods are available at the time of placing an Order unless expressly confirmed by the Supplier.
- Price and payment terms
3.1. The total value of supplies under this Agreement shall be equal to the aggregate value of all Invoices paid by the Buyer under this Agreement.
3.2. The price of the Goods for each individual Order shall be specified in the relevant Invoice.
3.3. Payment for the Goods shall be made in euros (EUR), unless otherwise agreed by the Parties and specified in the relevant Invoice.
3.4. The Buyer may pay for the Goods by one of the following methods:
- a) bank transfer to the Supplier’s bank account;
b) cashless payment via the SWIFT, Payoneer;
c) any other payment method agreed by the Parties.
3.5. Each Party shall bear its own costs and charges imposed by its banks, payment service providers, correspondent banks and other financial intermediaries in connection with payments under this Agreement, unless otherwise agreed by the Parties in writing.
3.6. The Goods shall be supplied on a prepaid basis against an Invoice. Prepayment may be made either in the amount of 100% of the price of the Goods or in installments, as agreed by the Parties.
3.7. Where prepayment is made in installments, the Buyer shall pay, as agreed by the Parties, from 30% to 50% of the price of the Goods upon receipt of the Invoice, and the remaining balance upon receipt of the Supplier’s notice that the Goods are ready for shipment.
3.8. If the Buyer pays an amount exceeding the agreed amount of the first installment, such excess amount shall be credited towards payment of the relevant Invoice and shall reduce the outstanding balance payable for the Goods.
- Order placement and fulfillment
4.1. To place an Order, the Buyer shall contact the Supplier through the Communication Channels specified in this Agreement.
4.2. Based on the Buyer’s request, the Supplier shall form an Order by agreeing with the Buyer on the assortment, quantity, manufacturing period and/or preparation period for shipment, delivery terms, payment terms and other individual terms of the Order, and shall record such terms in the relevant Invoice and provide it to the Buyer.
4.3. Each request of the Buyer for the supply of Goods shall be treated as a separate Order unless otherwise expressly agreed by the Parties.
4.4. Upon receipt of the prepayment in accordance with this Agreement, the Supplier shall commence the manufacture of the Goods and/or their preparation for shipment (hereinafter referred to as the “Order Fulfillment”).
4.5. The Order Fulfillment period shall be agreed by the Parties and specified in the relevant Invoice. Unless otherwise agreed by the Parties in writing, the estimated Order Fulfillment period shall not exceed twelve (12) weeks from the date the Supplier receives the prepayment specified in the Invoice.
4.6. Upon completion of the Order Fulfillment, the Supplier shall notify the Buyer that the Order has been completed and that the Goods are ready for shipment. Shipment of the Goods shall take place within a reasonable period following such notice or within such other period as may be agreed by the Parties.
4.7. Where the Invoice provides for partial prepayment, the Buyer shall pay the remaining balance of the price of the Goods within three (3) banking days from the date of receipt of the notice referred to in Clause 4.6 of this Agreement.
4.8. Until the Supplier receives full payment of the Order value under the relevant Invoice, the Supplier shall have the right to retain the Goods and withhold shipment thereof unless otherwise agreed by the Parties.
- Delivery and acceptance of the goods
5.1. The Goods shall be delivered on FCA Kamianets-Podilskyi, Ukraine (Incoterms® 2020) terms unless otherwise specified in the relevant Invoice.
5.2. The delivery (shipment) date shall be the date on which the Goods are handed over to the carrier, as evidenced by the relevant transport document.
5.3. The risk of accidental loss of, damage to, or destruction of the Goods shall pass to the Buyer upon handover of the Goods to the carrier in accordance with the agreed delivery terms and Incoterms® 2020.
5.4. Subject to the Parties’ agreement, the Goods may be delivered in installments before the entire Order covered by the Invoice is ready. In such case, each partial delivery shall be evidenced by a separate transport document. The Supplier shall be entitled to ship the relevant portion of the Goods prior to receipt of full payment for the entire Order.
5.5. Together with the Goods, the Supplier shall provide the Buyer with the Invoice, a transport document (including a CMR consignment note, delivery note, lettera di vettura or other carrier document), as well as a packing list or other documents, if their provision has been agreed by the Parties.
5.6. The Supplier shall send the Buyer a shipment notice and a copy of the Invoice within one (1) business day following the handover of the Goods to the carrier.
5.7. The Buyer shall inspect the quantity, completeness and apparent condition of the Goods upon receipt thereof from the carrier.
5.8. In the event of any shortage, damage or other visible defects, the Buyer shall record the relevant circumstances in the carrier’s documents and promptly notify the Supplier thereof. If the Buyer accepts the Goods from the carrier without such remarks, the Goods shall be deemed accepted in the relevant part without objections as to quantity, completeness or visible defects.
5.9. No acceptance and transfer certificates shall be executed under this Agreement unless otherwise agreed by the Parties. Proper evidence of delivery shall be the carrier’s documents, customs documents and other documents issued in connection with the delivery of the Goods.
- Returns and claims
6.1. The Supplier warrants that the Goods conform to commercially acceptable standards, the description, specifications and agreed Order terms set out in the relevant Invoice, as well as any samples approved by the Parties, if applicable.
6.2. Images, photographs, colors, shades, decorative elements and other visual characteristics of the Goods displayed on the Website are provided for informational purposes only. The actual appearance of the Goods may differ slightly from the images displayed on the Website due to color reproduction by electronic devices, lighting conditions during photography, hand-finishing techniques, characteristics of materials and the manufacturing process. Such differences shall not constitute a defect of the Goods and shall not serve as grounds for a claim or return of the Goods.
6.3. In the event of hidden defects, the Buyer shall be entitled to submit a written claim through the Communication Channels within fourteen (14) calendar days from the date of receipt of the Goods. Such claim shall include a description of the alleged defect and supporting photographs and/or video materials.
6.4. Upon review of a justified claim, the Supplier may, at its sole discretion:
- a) remedy the defect or reimburse the Buyer’s documented costs of remedying such defect, provided that such costs were approved by the Supplier in advance;
- b) replace the Goods; or
- c) refund the value of the defective Goods or the relevant defective part thereof.
6.5. The procedure and timeframe for settlement of a justified claim shall be determined by the Parties taking into account the nature of the defect, the location of the Goods and the feasibility of repair or replacement.
- Liability
7.1. The Parties shall be liable for failure to perform or improper performance of their obligations under this Agreement in accordance with the laws of Ukraine and the terms of this Agreement.
7.2. The Supplier’s aggregate liability arising out of or in connection with any particular Order, including any claims, damages, losses or other consequences, shall in no event exceed the value of the relevant Invoice. In the case of partial delivery, the Supplier’s liability shall be limited to the value of the relevant part of the delivery to which the claim relates.
7.3. The Supplier shall not be liable for any indirect, incidental, consequential, special or punitive damages suffered by the Buyer, including loss of profit, loss of business reputation, loss of customers, loss of revenue, third-party penalties or any other indirect financial losses, regardless of the grounds on which such damages arise.
7.4. The Supplier shall not be liable for any non-compliance of the Goods with the laws or regulatory requirements of the destination country unless such requirements were communicated to the Supplier in writing and expressly accepted by the Supplier in writing prior to placement of the relevant Order.
7.5. If the Buyer fails to make the final payment for the Goods within fourteen (14) calendar days from the date on which the Supplier sends the notice of completion of the Order, the Supplier shall be entitled, at its sole discretion, to:
7.5.1. unilaterally reduce the scope of the Order in proportion to the amount actually paid and deliver only the paid portion of the Goods. In such case, the quantity and value of the Goods shall be deemed amended proportionally to the amount actually paid, without the need to issue a new Invoice; or
7.5.2. refuse further performance of the Order in whole or in the unpaid part thereof. In such an event, the Supplier shall be entitled to sell the manufactured Goods to third parties. The Supplier shall also be entitled to retain from the prepayment actually received any expenses incurred in connection with the fulfillment of the Order, as well as documented losses caused by the Buyer’s breach of its obligations. Any remaining balance of the prepayment, after such deductions have been made, shall be refunded to the Buyer.
Any reduction of the scope of the Order or refusal of further performance thereof shall be effected by notice from the Supplier.
7.6. Neither Party shall be liable for total or partial failure to perform its obligations under this Agreement if such failure results from force majeure circumstances arising after the conclusion of this Agreement which could not reasonably have been foreseen or prevented by the affected Party.
7.7. The Party affected by force majeure circumstances shall notify the other Party of the occurrence and cessation of such circumstances within five (5) calendar days from the date on which it became aware of them.
7.8. The existence of force majeure circumstances shall be evidenced by documents issued by competent authorities, chambers of commerce and industry, or other duly authorized institutions of the relevant country.
- Governing law and jurisdiction
8.1. This Agreement and all legal relationships arising out of or in connection with it shall be governed by and construed in accordance with the laws of Ukraine.
8.2. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Ukraine at the Supplier’s place of registration, unless otherwise required by the applicable laws of Ukraine.
9. Term, amendment and termination
9.1. This Agreement shall become effective upon its publication on the Website and shall remain in force until withdrawn by the Supplier.
9.2. The Supplier shall have the right to amend this Agreement at any time by publishing a revised version on the Website.
9.3. Any amendments to this Agreement shall become effective upon publication on the Website unless otherwise specified in the relevant version of the Agreement.
9.4. Amendments to this Agreement shall not apply to legal relationships that arose prior to the effective date of such amendments unless otherwise expressly agreed by the Parties.
9.5. Any amendments to an Invoice after its payment shall be permitted only upon mutual agreement of the Parties. In the cases expressly provided for in this Agreement, the Supplier shall be entitled to unilaterally amend the terms of the relevant Invoice or refuse further performance of its obligations thereunder.
9.6. Termination of this Agreement shall not release either Party from the performance of obligations that arose during the term of this Agreement and remain outstanding as of the date of such termination.
- Miscellaneous
10.1. This Agreement is executed in the Ukrainian and English languages. In the event of any discrepancy or inconsistency between the language versions, the Ukrainian version shall prevail.
10.2. The exchange of notices, documents, Invoices and other information under this Agreement shall be carried out through the Supplier’s Communication Channels and the Buyer’s contact details. The Supplier shall send communications to the contact details from which the Buyer contacted the Supplier unless the Buyer has provided alternative contact details. Such communications shall be deemed received by the recipient on the next business day following dispatch, provided that the sender has not received an automated notification or other confirmation of non-delivery.
10.3. The Parties acknowledge the legal validity of documents, notices, Invoices, copies of documents, photographs and other materials transmitted in accordance with Clause 10.2 of this Agreement until the originals thereof are received, if the provision of such originals is required by law or agreed by the Parties.
10.4. Neither Party may assign its rights and/or transfer its obligations under this Agreement to any third party without the prior written consent of the other Party, unless otherwise provided by applicable law.
10.5. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity and enforceability of the remaining provisions of this Agreement.
10.6. In matters not expressly regulated by this Agreement, the Parties shall be governed by the laws of Ukraine.
- Supplier’s Details
INDIVIDUAL ENTREPRENEUR
STANISLAV BILYK
Address: 32302, UKRAINA, OBL. KHMELNYTSKA, R-N. KAM’IANETS-PODILSKYI, M. KAM’IANETS-PODILSKYI, VUL. SYMONA PETLIURY, B. 28V, KV. 8
Taxpayer Registration Number: HB476491
Bank Details:
Company Name: FOP Bilyk Stanislav Dmytrovych
IBAN Code: UA273052990000026003026011330 (USD)
UA313052990000026009006016638 (EUR)
UA603052990000026008006005480 (UAH)
Name of the bank:”PRIVATBANK”
Bank SWIFT Code: PBANUA2X