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Public offer agreement

This agreement, in which one party — sole trader V. Yu. Tsal, EDR number 21870000000005397 (hereinafter the Seller) on the one side, and any person who has accepted this proposal (hereinafter the Buyer) on the other side, together the Parties, have concluded this agreement (hereinafter the Agreement), is addressed to an unlimited circle of persons and is the Seller’s official public offer to conclude a contract of sale for the Goods whose photographs are placed in the relevant section of the Vyshyvanochka.UA site.

Sellers intending to sell Goods through the vishivano4ka.com.ua website, and Buyers purchasing Goods whose images are placed on the relevant pages of the vishivano4ka.com.ua website, accept the terms of this Agreement as set out below.

1. GENERAL PROVISIONS

1.1. The contractual relationship between the Seller and the Buyer takes the form of a public offer agreement. Pressing the «PLACE ORDER» button on the checkout page of the online resource, or placing an order by telephone (the contacts are given in the «CONTACTS» section and in the site header), or placing an order by e-mail, means that the Buyer — whatever their status (a natural person, a legal entity, a sole trader) and in accordance with the current legislation of Ukraine — has accepted for performance the terms of the public offer agreement set out below.

1.2. The public offer agreement is public, that is, under Articles 633 and 641 of the Civil Code of Ukraine its terms are the same for all Buyers whatever their status (a natural person, a legal entity, a sole trader). By agreeing in full to this Agreement the Buyer accepts the terms and the procedure for placing an order, for payment and for delivery of the goods by the Seller, as well as liability for an order placed in bad faith and for failure to perform the terms of this Agreement.

1.3. This Agreement takes effect the moment the «PLACE ORDER» button is pressed, or an order is placed by telephone (the contacts are given in the «CONTACTS» section and in the site header), or an order is placed by e-mail, by which the Buyer consents to purchase the Goods held by the Seller, and remains in force until the Buyer has received the Goods from the Seller and has settled with the Seller in full.

2. TERMS AND DEFINITIONS

«Public offer agreement» — a public contract, a specimen of which is placed on the Vyshyvanochka.UA website and the application of which is binding on all Sellers, containing the Seller’s proposal to purchase the Goods whose image is placed on the Guarantor’s website, addressed to an indefinite circle of persons, including Buyers.

«Acceptance» — the Buyer’s acceptance of the Seller’s proposal to purchase the Goods whose image is placed on the Guarantor’s website, by adding them to the virtual cart and submitting the Order; or the purchase of the Goods (the placing of an order) by telephone or e-mail.

«Goods» — the object of trade (a piece, a model, an accessory, components and accompanying items, any other objects of trade) in respect of which the Seller’s proposal is placed on the Guarantor’s website.

«Buyer» — any legally capable natural person, legal entity or sole trader, in accordance with the current legislation of Ukraine, who has visited the Vyshyvanochka.UA website and intends to purchase one or another item of the Goods.

«Seller» — any legally capable natural person, legal entity or sole trader, in accordance with the current legislation of Ukraine, who owns or distributes the Goods and intends to sell them through the Guarantor’s website.

«Order» — the Buyer’s request to purchase Goods, addressed to the Seller and duly completed and placed on the Guarantor’s website, or made by telephone (the contacts are given in the «CONTACTS» section) or by e-mail.

«Legislation» — the current legislation of Ukraine applicable to the legal relations connected with the performance of, or arising from the performance of, the obligations described in this Agreement.

«Substantial defect of the Goods» — a defect which makes it impossible or impermissible to use the goods for their intended purpose, which arose through the fault of the manufacturer (the Seller) and which, once remedied, appears again for reasons beyond the consumer’s control.

3. SUBJECT OF THE AGREEMENT

3.1. The Seller undertakes, on the terms and in the manner set out in this Agreement, to sell the Goods on the basis of the Order placed by the Buyer on the relevant page of the Vyshyvanochka.UA website, and the Buyer undertakes, on the terms and in the manner set out in this Agreement, to purchase the Goods and to pay for them.

3.2. The Seller guarantees that the Goods are not pledged, are not the subject of a dispute, are not under arrest, and that no third-party rights attach to them.

3.3. The Seller and the Buyer confirm that this Agreement is not a fictitious or sham transaction, nor a transaction concluded under duress or deception.

3.4. The Seller confirms that it holds all the permits necessary to carry on the economic activity governing the legal relations that arise and operate in the course of performing this Agreement, and guarantees that it is entitled to manufacture and/or sell the goods without any restriction, in accordance with the requirements of the current legislation of Ukraine, and undertakes to bear liability should the Buyer’s rights be infringed in the course of performing this Agreement and selling the Goods.

4. RIGHTS AND OBLIGATIONS OF THE SELLER

4.1. The Seller is obliged to:

  • perform the terms of this Agreement;
  • fulfil the Buyer’s order once payment has been received from the Buyer;
  • hand over to the Buyer the Goods matching the sample chosen on the relevant page of the Vyshyvanochka.UA website;
  • check the qualitative and quantitative characteristics of the Goods while packing them at the warehouse.

4.2. The Seller has the right to:

suspend unilaterally the provision of services under this Agreement should the Buyer breach the terms of this Agreement.

5. RIGHTS AND OBLIGATIONS OF THE BUYER

5.1. The Buyer is obliged to:

  • pay for and receive the order in good time on the terms of this Agreement;
  • read the information about the Goods placed on the Seller’s site;
  • on receiving the Goods from the person who delivered them, make sure the Goods are intact and complete by examining the contents of the packaging. Should damage or missing items be found, record them in a report to be signed by the person who delivered the Goods together with the Buyer.

5.2. The Buyer has the right to:

  • place an order on the relevant page of the Vyshyvanochka.UA website, or place an order by e-mail, or place an order by telephone (the contacts are given in the «CONTACTS» section);
  • require the Seller to perform the terms of this Agreement.

6. HOW AN ORDER IS PLACED

6.1. The Buyer places the Order themselves on the relevant page of the Vyshyvanochka.UA website by adding Goods to the virtual cart with the «Buy» button, or by placing an order by e-mail, or by telephoning the number given in the contacts section of the Vyshyvanochka.UA website.

6.2. The time taken to prepare an Order is from 2 to 30 working days (depending on availability, size and whether the piece is made individually) from the moment it is placed. Where an Order is sent on a day off or a public holiday, that time starts from the first working day after it. Should the Seller need extra time to prepare the order, the period is agreed with the Buyer beforehand.

7. PRICE OF THE AGREEMENT AND PAYMENT PROCEDURE

7.1. The price of each individual item of Goods is set by the Seller and stated on the relevant page of the Vyshyvanochka.UA website. The price of the Agreement is determined by adding together the prices of all the chosen Goods placed in the virtual cart, or on placing an order by e-mail, or on naming the item and the price of the chosen Goods, together with the cost of delivery, which depends on the delivery method in accordance with section 8 of this Agreement.

7.2. The cost of an Order may vary depending on the price, the quantity or the range of the goods.

7.3. The Buyer may pay for the Order in the following ways:

  1. by bank transfer to the Seller’s current account stated on the invoice, including through internet banking;
  2. by cash on delivery when collecting the Order at a branch of the delivery service Nova Poshta LLC;
  3. in cash when the goods are delivered by courier;
  4. by any other means agreed with the Seller.

7.4. The Seller reserves the right, at its own discretion, to change the cost of the goods, to run promotions and to set discounts on the whole or part of the range of goods placed on the relevant page of the Vyshyvanochka.UA website.

8. TERMS OF DELIVERY

8.1. The Buyer receives the Goods by delivery or collects them in person. The procedure for payment and collection is set out on the relevant page of the website: https://vishivano4ka.com.ua/ua/dostavka-ua.html

8.2. Where goods are delivered to other cities of Ukraine by other delivery services (hereinafter the Carriers), the Buyer agrees fully and unreservedly to those Carriers’ rules for the carriage of goods.

8.3. The Buyer confirms the fact of receipt of the goods and the absence of any complaint as to the quality of the goods delivered by the Carriers with their own signature on the consignment note, the Carrier’s declaration, or the delivery note on receiving the goods. For its part, the Seller guarantees that the goods are dispatched to the Carrier in the quantity stated and paid for by the Buyer, complete in accordance with the specification of those goods, and in proper (working) condition and quality.

8.4. Should the Buyer be absent from the delivery address given in their request, or should the Buyer refuse to accept the Goods for unjustified reasons when delivery is made by a Carrier’s courier, the goods are returned to the dispatching centre. Payment for the Carrier’s services is deducted from the sum transferred by the Buyer for the Goods. The remainder is returned to the Buyer on the basis of their letter sent to vishivano4ka.ua@gmail.com stating the current account to which the money is to be returned. Bank commission charges are paid by the Buyer and that sum is not refundable.

Any question arising in the course of paying for and receiving the Goods may be settled by the Buyer using the contact details in the Contacts section.

9. TERMS OF RETURN

9.1. On receiving the Goods at the carrier’s warehouse, from the courier or from the Seller, the Buyer is obliged to check that the packaging is intact from the outside, then open it and satisfy themselves directly that the Goods are in proper external condition (free of mechanical damage) and complete.

9.2. Should even one of the listed shortcomings be present, the Buyer is obliged to record it in a report drawn up in free form. The report must be signed by the Buyer and by the person who delivered the Goods, or by the Seller. Where possible, the shortcomings must be recorded by photograph or video.

Within 1 (one) day the Buyer is obliged to inform the manager (the Seller’s representative responsible for processing the order for the Goods) of the shortcomings found and to agree a replacement of the Goods, filling in the return form on the Vyshyvanochka.UA site.

9.3. The Parties have agreed that, should the mandatory requirements of that procedure not be observed, the Buyer is deemed to have received the Goods in proper condition — without any mechanical damage and complete.

9.4. A Buyer who has concluded the contract by ordering online may terminate it without giving reasons within 14 days, by filling in the return form, except in the case of goods made to the Buyer’s individual order, that is goods which cannot be sold to other people because they embody the Buyer’s individual measurements (measurements: sleeve, neckline, skirt, neck circumference, back length to the waist, back width, armhole depth, waist circumference, shoulder length, upper arm circumference, length of the piece, sleeve length, hip circumference and so on).

9.5. The Goods must be in the condition in which they were purchased: in the original packaging together with the proof of purchase. The Goods must carry a full set of tags and show no signs of use.

9.6. The value of purchased goods is refunded within 7 calendar days of the parcel being received (the goods being returned to the Seller’s warehouse). The value of the goods is refunded by transfer to the PrivatBank account specified by the Buyer; bank commission charges are paid by the Buyer and that sum is not refundable. The cost of returning goods that have no defects is paid by the Buyer and that sum is not reimbursed.

9.7. Together with the refund form the Buyer is obliged to provide a photocopy of an identity document in accordance with the legislation of Ukraine. To receive a refund by transfer to a PrivatBank card, the taxpayer registration number must be given.

9.8. The Buyer has the right to exchange goods for an identical item in a different size (where that size is available) by placing a new order. No set-off is provided for: the online store refunds the money for the returned goods. The cost of returning (exchanging) goods through a carrier or a courier (the Seller’s representative) is paid by the buyer and that money is not refundable.

9.9. The cost of returning goods that have defects is reimbursed where there are documents confirming those costs and containing findings confirming that the goods are defective.

9.10. The warranty period for the goods complies with the requirements of the legislation of Ukraine.

9.11. The Seller bears no liability for defects in the goods, and the right to refuse the goods does not apply, where the goods have mechanical damage that was not reported to the carrier when the parcel was received.

9.12. Complaints about shortages, mis-sorting or surplus are accepted within 2 days of the parcel being received.

9.13. Under the Law «On the Protection of Consumer Rights» (Bulletin of the Verkhovna Rada, 1991, No. 30, Art. 379; Document 1023-12, in force, current version — the version of 01.01.2016, on the basis of 1314-18, Article 13, the consumer’s right where a distance contract is concluded), goods of proper quality made to individual order may not be exchanged or returned. The Seller bears no liability for the correspondence between the size of the goods and the size stated by the Buyer in the order. To avoid possible mistakes when the Buyer states measurements, those measurements are to be given in standard units (cm — centimetres).

10. LIABILITY OF THE PARTIES AND SETTLEMENT OF DISPUTES

10.1. The Parties are liable for failure to perform, or improper performance of, the terms of this Agreement in the manner provided for by this Agreement and by the current legislation of Ukraine.

10.2. Should disputes arise in connection with the Parties’ performance of this Agreement, with the exception of disputes over the recovery of debt from the Buyer, the Parties undertake to settle them by negotiation, observing the complaints procedure. A complaint is considered within 7 (seven) calendar days of the date it is received. For disputes connected with the recovery of debt from the Buyer, the complaints procedure need not be observed.

10.3. All disputes, disagreements or claims arising out of or in connection with this Agreement, including those concerning its performance, breach, termination or invalidity, are subject to settlement in the appropriate court under the substantive and procedural law of Ukraine.

11. FORCE MAJEURE

11.1. The Parties bear no liability for failure to perform any of their obligations, with the exception of payment obligations, if they prove that such failure was caused by force majeure, that is by events or circumstances genuinely beyond the control of that Party, which arose after the conclusion of this Agreement and which are unforeseen and unavoidable.

Force majeure includes, in particular, natural disasters, strikes, fires, floods, explosions, icing, wars (both declared and undeclared), riots, loss of the goods, delays by carriers caused by accidents or adverse weather, perils and accidents at sea, embargoes, catastrophes, and restrictions imposed by state authorities (including allocations, priorities, official requirements, quotas and price controls), where those circumstances directly affected the performance of this Agreement.

11.2. A Party for which performance of its obligations under this Agreement has become impossible because of force majeure must immediately inform the other Party in writing of those circumstances, and within 30 (thirty) calendar days provide the other Party with confirmation of the force majeure. Such confirmation is a statement, certificate or other appropriate document issued by the authorised state body located where the force majeure arose.

11.3. The time the Parties need to perform their obligations under this Agreement is extended by any period during which performance was postponed because of the circumstances listed above.

11.4. Where, because of force majeure, the failure to perform obligations under this Agreement lasts more than three months, either Party has the right to terminate this Agreement unilaterally, notifying the other party in writing.

Notwithstanding the force majeure, before this Agreement is terminated because of it the Parties carry out their final mutual settlements.

12. OTHER TERMS OF THE AGREEMENT

12.1. The photographs of the goods, namely the colour range of the materials used and the exactness of the pattern, may differ slightly from their actual appearance.

12.2. The information provided by the Buyer is confidential. Information about the Buyer is used solely for the purpose of fulfilling their Order (sending the Seller notice of the order for the Goods, sending promotional messages and so on).