1. Subject of the supply agreement.

The subject of the supply agreement are devices, hardware and software systems, components for automation and accessories (hereinafter referred to as Products), which Ukrchermetavtomatika LLC (TM Polymetrica), hereinafter referred to as the Seller, sells to the customer, hereinafter referred to as the Buyer, unless otherwise provided agreement.

2. Price for the Products and conditions for concluding a supply contract.

The prices and terms of delivery indicated by the Seller are valid during the validity period of the invoice. If the invoice does not indicate the validity period of the invoice, it is considered that the prices and delivery terms are valid for 30 days from the date of invoice.

At the request of the Buyer, the goods in the warehouse can be reserved for the term of the account, unless otherwise provided by the contract. After the expiration of the invoice, the goods in the warehouse can be sold to another buyer.

If the invoice has expired, the Buyer must request an updated invoice from the Seller before paying for the products.

The prices on the Seller’s invoice are indicated in accordance with applicable law and other provisions in force at the time of invoicing. The seller reserves the right to change the price in case of changes in legislation, taxation and other administrative acts.

The Seller’s account is a firm offer. Failure to receive a response from the Buyer within the period specified in the offer (the validity period of the invoice) is tantamount to his refusal to conclude a transaction on the proposed conditions and releases the Seller from the offer he made.

The contract is considered concluded from the moment it is signed by the parties or from the moment the Buyer pays the invoice.

3. Procedure and terms of delivery.

Delivery is carried out on EXW terms – “ex-factory” (terminology “Incoterms 2000”) from a warehouse in Dnipro.

If no claims have been received from the Buyer within 10 days from the date of delivery, the delivery is considered accepted.

If it was agreed in the terms of delivery that the Buyer independently picks up the Products from the Seller’s warehouse or another place specified in the contract, the Products are considered delivered from the moment the Buyer is informed by the Seller in any way that the goods are ready for shipment.

Responsibility for damage and risks passes to the Buyer from the moment the Products are delivered to the Buyer or transferred to the carrier, and the delivery note is signed.

The buyer has no right to refuse a partial delivery, unless otherwise provided by the contract.

4. Delivery times.

Unless otherwise provided by the contract, the delivery time is determined by the Seller.

In the event that the manufacturer or supplier of products did not fulfill the terms of the contract, which led to the disruption of delivery by the Seller, the Seller is not obliged to compensate for the damage caused to the Buyer in this regard.

The seller is not responsible for losses associated with delayed delivery, including for possible loss of production, lost profits, other financial and other losses arising from the delay, unless otherwise provided by the contract.

5. Prices and information on products indicated in price lists and catalogs.

In the absence of written notifications, all prices indicated in the Seller’s price lists are prices without packaging and delivery. Prices do not include VAT 20%. The cost of packaging and delivery are negotiated and paid separately.

In the event of a change in customs duties, value added tax or other mandatory fees associated with the delivery, or in the event of upcoming changes due to changes in legislation, or in the case when the tax, duties subject to mandatory payment have not been taken into account, the Seller reserves the right change the cost of the goods taking into account these changes.

Information about the Products presented in the price list and / or catalog of the Seller, including retail prices for dealers, is of a recommendatory nature. The seller reserves the right to make changes, both in prices, and in technical and other characteristics, without prior notice. The Seller provides the Buyer with information about the Products at the Buyer’s request.

6. Ownership.

Ownership of the Products remains with the Seller until full payment for the delivery.

7. Changes in exchange rates.

The prices of the Products are linked in full to the exchange rate of the currency indicated on the invoice issued by the manufacturer or supplier. If the contract or invoice for the supply of the Products does not indicate the comparative exchange rate or the date of the established exchange rate, in accordance with which the cost of the Products was calculated, then the NBU currency rate as of the date the buyer pays the invoice is taken into account.

In the event of a change in the dollar rate by more than ± 2%, the Seller reserves the right to set prices taking into account this change.

8. Terms of payment.

Unless otherwise provided by the contract, the payment term for clients working by bank transfer with a deferred payment is 14 calendar days from the date of delivery, for other clients the payment terms are 100% prepayment.

In the event that the Buyer has objections to the invoice, he must provide these objections to the Seller no later than the validity period of the invoice.

9. Properties (characteristics) of products.

The Seller must guarantee the conformity of the product, information on the type of Products, quantity, quality, packaging and other data provided to the Buyer. The Seller is not responsible for the suitability of the Products for a specific use.

By purchasing a product from the Seller, the Buyer acknowledges that the use of the Products may require appropriate operating and maintenance competencies.

Before installing and using the equipment, the Buyer is obliged to make sure that the Products will be used with care, taking into account safety conditions, including personnel, and in accordance with the purpose and under proper control.

10. Warranty obligations.

The Seller is liable for any defects in design, raw materials and manufacturing defects of the Products in an amount not exceeding the value of the Product. The warranty period for the Products is established within one (1) year from the date of transfer of the goods to the Buyer. The Seller is not liable for possible losses associated with losses in production, lost profits, similar financial and other resulting losses that may arise due to defects in the delivered Products.

The Seller is also not responsible for defects in the Products in the following cases:

• in case of improper installation or improper maintenance of the Products.
• in case of alteration, repair of the Products or other similar actions taken without the consent of the Seller.
• in the event that the workloads are higher than specified by the technical characteristics or the conditions for using the Products do not meet the needs specified in the contract.
• in the event that the Products are used for other purposes, or if their use is contrary to the instructions separately provided by the Seller.
• in case of natural wear and tear.
• if the Products are used or stored in humid, hot or otherwise unsuitable conditions.
• in cases of careless use.

In the event of a defect, the Buyer is obliged to provide the Seller with written notice no later than two (2) weeks, otherwise, the Buyer loses the right to submit claims related to the defect in the product. If there is a concern that a defect in the Product may cause further damage, the Seller must immediately stop using the Product and immediately inform the Seller about the detected defect. The notice must clearly describe the circumstances of the defect.

If, after the Buyer has provided a notification of the defect, it turns out that there is no defect, the Seller is entitled to compensation for work and other costs associated with processing the notification of the defect.

11. Cancellation of order.

The Buyer can only cancel the order with the agreement of the Seller.

The Buyer does not have the right to cancel an order if it concerns Products supplied or manufactured in accordance with his special requirements.

In case of cancellation of the order, the Seller reserves the right to withhold a penalty in the amount of up to 80% of the order value, depending on the costs incurred for order execution.

The Seller may cancel an additional order for Products if its value is insignificant in relation to the main order.

12. Return of Products.

Return of Products is possible only upon agreement of the terms of return with the Seller.

If the terms of return of the Product are not accepted, no return will be made.

The costs associated with the return of the Products are borne by the Buyer and are not subject to compensation.

When returning the Products, a copy of the Seller’s invoice, a copy of the invoice, as well as an explanation of the Buyer about the reason for returning the Products, indicating the Seller’s representative who agreed on the return of the Products, must be attached to the goods.

Products are subject to return without damage, in original packaging, complete with all the components included in the kit (cables, operating instructions, etc.).

13. Force majeure circumstances.

The Seller disclaims obligations related to the fulfillment of the terms of the contract in the following cases:

• fulfillment of the terms of the contract is difficult or impossible due to natural disasters, disruption of transport communication or power supply, disruption of telephone communications, fire, industrial disturbances or other force majeure circumstances.
• the contract cannot be fulfilled due to the actions of third parties, which the Seller has no ability to influence.
• the fulfillment of the contract is delayed due to the fault of the Buyer.
• the execution of the contract is delayed due to the amendments to the content of the contract agreed with the Buyer.
• the execution of the contract requires unreasonable, in comparison with the total value of the contract, costs.

14. Disputes.

Any disputes arising from a supply contract between the parties should be primarily resolved through negotiations. If a solution cannot be reached through negotiations.

15. Miscellaneous Terms.

The seller undertakes not to transfer products or technical information to a third party in the event that this could directly or indirectly lead to a violation of laws or regulations.

Unless otherwise provided by the contract, the Buyer does not bear the costs of disposal or reuse of the Products purchased from the Seller, as well as disposal of waste generated as a result of the use of the Products, as well as other related costs. The Buyer cannot shift the obligations under the supply contract to third parties without prior written approval from the Seller.

The Seller prohibits the use of the Product in life-supporting medical equipment, in airplanes, in nuclear power plants, in explosive and fire hazardous industrial facilities, in the production and storage of explosive materials, in inland waterway and sea transport without written consent from the Seller. In case of non-fulfillment of this requirement, the Buyer assumes responsibility for all consequences.