PUBLIC OFFER CONTRACT

contract of sale\ provision of services for the manufacture of goods

Limited Liability Company «Ukrledlight», in the person of director Maksym Anatoliyovych Levanets, acting on the basis of the Charter, hereinafter referred to as the “Seller”, on one side,

and

the person who has joined this Contract by accepting the offer (public offer) to conclude this Contract on the terms defined by the Seller, hereinafter referred to as the “Buyer”, on the other side, hereinafter collectively referred to as the “Parties”, and each individually as a “Party”, acting on the basis of their own will and guided by the norms of the current legislation of Ukraine, have concluded this Contract of sale\ provision of services for the manufacture of goods (hereinafter referred to as the “Contract”) as follows:

DEFINITIONS OF THE TEARMS

Public offer – an offer by the Seller to conclude a Contract, posted on the website of the Seller https://lumof.ua/ and set forth by the Seller in the terms of this Contract, addressed to an indefinite circle of individuals, individual entrepreneurs, and legal entities;

Acceptance – the full, unconditional, and unreserved acceptance by the Buyer of the terms of this Contract by paying for the Seller’s services or by another method agreed upon by the Parties;

Buyer – an individual, a sole proprietor, or a legal entity that receives services from the Seller under the terms stipulated by the Contract;

Seller’s Website – a web page available on the Internet under the domain name https://lumof.ua/;

Item– items of the brand ‘LUMOF’: LED STRIP light strips, SLIM TRACK 48v track system, other lamps\ lighting fixtures and fixtures, aluminum profiles for interior, listed on the Seller’s website https://lumof.ua/ or manufactured by the Seller upon the Buyer’s individual order.

Order – a duly completed application by the Buyer for the purchase\manufacture of Items, addressed to the Seller.

1. GENERAL PROVISIONS

1.1. The Contract is a public contract within the meaning of Article 633 of the Civil Code of Ukraine, and the person who accepts the offer (public offer) to conclude the Contract (makes an acceptance) becomes the Buyer in accordance with Article 642 of the Civil Code of Ukraine, Article 11 of the Law of Ukraine “On Electronic Commerce” and the terms of this Contract.

1.2. The Contract is an offer (public offer) to an unlimited number of individuals, individual entrepreneurs, and legal entities to conclude a Contract with the Seller by fully and unconditionally accepting the terms of this Contract.

1.3. The terms of the Contract are the same for all persons who decide to accept the terms of this Contract.

1.4. Joining the Contract is considered to be the payment for the item to the Seller by non-cash transfer of funds based on the invoice issued by the Seller, including the use of an electronic payment instrument.

1.5. The Contract is considered concluded from the date the Seller receives payment for the item, made by the Buyer under the terms established by this Contract.

1.6. The Parties may agree on another method of joining the Contract and determine another moment of concluding the Contract.

1.7. The actions taken by the Buyer, as provided in clause 1.4 of this Contract, are considered as the Buyer’s acceptance of the offer to conclude the Contract (execution of acceptance), and also confirm the fact of the Buyer’s full and unconditional acceptance of the terms of this Contract without any reservations or remarks in accordance with Article 642 of the Civil Code of Ukraine. By accepting the Seller’s offer (public offer), the Buyer agrees to all the terms of this Contract and confirms that the content of the Contract and the legal consequences of its conclusion are understood.

Incomplete (partial) acceptances, acceptance with reservations, as well as acceptance of this offer (this Contract) on other terms are not allowed. In case the Buyer disagrees with all or certain provisions of this Contract, the conclusion of the Contract does not occur.

1.8. The Contract is an electronic contract within the meaning of Article 3 of the Law of Ukraine “On Electronic Commerce”, concluded using available information and telecommunication systems and cannot be declared invalid due to its execution in electronic form.

1.9. This Contract in paper form can be provided upon the Buyer’s request and can also be printed by the Buyer independently from the Seller’s website: https://lumof.ua.

1.10. The Seller’s Public offer is set forth in the terms of this Contract.

1.11. Acceptance of the Public offer is the performance by the Buyer of the actions specified in clause 1.4 of the Contract, resulting in the conclusion of this Contract.

1.12. By entering into the Contract, the Buyer confirms:

– full and comprehensive acquaintance with the Public Offer, set forth in the terms of this Contract;

– unconditional and unreserved acceptance of the Public Offer, set forth in the terms of this Contract;

– complete understanding of the content of their obligations under the Contract and the legal consequences of its conclusion.

1.13. Confirmation of the conclusion of the Contract is a receipt, check, payment order, or other a settlement or cash document (in electronic and/or paper form) certifying the fact of payment for the item, which is the subject of the Contract, in accordance with the requirements of the legislation of Ukraine, unless otherwise agreed by the Parties.

2. SUBJECT OF THE CONTRACT

2.1. Under the terms and conditions provided by this Contract, the Seller, based on the Order placed by the Buyer on the website https://lumof.ua/, undertakes to transfer to the Buyer’s ownership the Item available in the Seller’s warehouse or the Item manufactured to the Buyer’s order according to individual parameters, and the Buyer undertakes to pay for and accept the Item under the terms of this Contract.

2.2. The characteristics of the item, manufactured to order according to individual parameters, are discussed with the Buyer in any manner convenient for both parties. Upon completion of the negotiations, the details are recorded in the order and invoice. Further work and production of the item are carried out in accordance with the characteristics agreed upon in the order and invoice.

2.3. The Seller and the Buyer confirm that the current Contract is not a fictitious or feigned transaction or agreement made under pressure or deception.

2.4. The Seller confirms that it has all the necessary permits for conducting business activities that regulate the sphere of legal relations arising and operating during this Contract, and also guarantees that it has the right to produce and/or sell the item without any restrictions, in accordance with the requirements of the current legislation of Ukraine.

2.5. The Seller guarantees the functionality of the Item, its quality, and the absence of any third-party rights to the Item.

3. ORDER PLACEMENT PROCEDURE

3.1. The Buyer independently places an order on the relevant page of the Website https://lumof.ua/ by adding Items to the virtual cart by clicking the ‘Add to Cart’ button, or may place an order by contacting the Seller by phone as indicated in the contacts section of the Website https://lumof.ua/in writing, via email, social networks, the addresses and links to which are available on the Website https://lumof.ua/.

3.2. When placing an order, the Buyer undertakes to provide the following mandatory information required by the Seller to fulfill the order:

3.2.1. First name, last name, and patronymic (if available) for individuals and/or name for legal entities;

3.2.2. Position (if available);

3.2.3. Taxpayer registration card number for individuals and/or code according to the Unified State Register of Enterprises and Organizations of Ukraine for legal entities;

3.2.4. Means of communication (phone number, email address, etc.);

3.3. If the Seller requires additional information, they have the right to request it from the Buyer. In case the necessary information is not provided by the Buyer, the Seller is not responsible for possible deficiencies in the primary documents and other documents that are prepared in the process of fulfilling the terms of the Contract.

3.4. The Buyer is responsible for the accuracy of the information provided during registration.

3.5. The Seller reserves the right to refuse to accept the order and conclude the Contract with the Buyer in case of non-provision or provision of incomplete or false information by the Buyer, necessary for the conclusion and execution of this Contract;

3.6. The Seller confirms receipt of the Order by sending an email to the address specified by the Buyer, containing details of the Order placed by the Buyer and the generated invoice for payment. Payment is made by cashless means.

3.7. Payment for services according to the issued invoice constitutes the Buyer’s agreement to receive the item selected on the Seller’s website\ordered according to individual parameters.

3.8. Unless the Seller informs the Buyer otherwise, the Buyer must make payment of the invoice issued to them within 3 (three) business days from the moment the Seller sends such an invoice.

If the Buyer does not make the payment for the Order within this period in accordance with the terms specified in this offer, the offer is considered rejected by the Buyer and the Order is canceled. A canceled order cannot be reinstated for re-payment, except by the Buyer placing a new Order.

3.9. After receiving the Order, the Seller may, if necessary, contact the Buyer through managers or via a phone call to the Buyer to clarify the details of the Order.

3.10. The Buyer understands and agrees that:

– the color of the Item may differ from the color in the photos of the Item posted on the Seller’s website;

– the size of the Item may differ from how it appears in the photos posted on the Seller’s website. The exact size of each item is specified in the description on the Seller’s website. The Buyer must compare the size they need with the size of the Item specified on the Seller’s website.

3.11. The term for processing the Order of the item from the warehouse is up to 5 business days from the moment it is placed. In the event that the order is sent on a weekend or holiday, the processing term begins on the first business day following the weekend.

The term for manufacturing and processing the Order of the item according to individual parameters is determined by the Seller in each case separately.

3.12. The Seller fulfills the order only if it is properly placed and paid for by the Buyer in accordance with the terms of this Contract.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Seller has the right to:

4.1.1. receive from the Buyer the information necessary for the provision of services;

4.1.2. independently set the price of the item and other terms of sale and production of the item by posting the relevant information on the Seller’s website;

4.1.3. cancel the order with notification to the Buyer and return of paid funds in case of detection of any fraudulent or other criminal actions by the Buyer or third parties;

4.1.4. refuse the Buyer in the sale of any item and the provision of services without explanation of reasons;

4.1.5. make changes to the Contract and prices of Items by posting them on the Seller’s website without special notice to the Buyer;

4.1.6. store and process personal data obtained in the process of providing services in accordance with the requirements of the current legislation of Ukraine;

4.1.7. suspend the sale of the item\refuse the sale of the item in case of untimely fulfillment by the Buyer of their monetary obligations for payment of the item;

4.1.8. fully or partially suspend the sale of the item in case of impossibility of sale/manufacture of the item due to technical or other objective reasons.

4.2. The Seller is obliged to:

4.2.1. carry out the sale and manufacture of the item in accordance with the terms of this Contract;

4.2.2. provide explanations on issues that arise for the Buyer in connection with the sale of the item;

4.2.3. ensure the protection of personal data received from the Buyer.

4.2.4. deliver the Item to the Buyer according to the selected sample on the relevant page of the Seller’s Website, the completed order, and the terms of this Contract;

4.2.5. provide the Buyer, upon the Buyer’s request, with up-to-date information about the status of their order;

4.3. The Buyer has the right to:

4.3.1. receive information about the rules for the sale of goods and provision of services, available items, and other information related to the goods and provision of services associated with their purchase and ordering, through the Seller’s website, managers, or by calling the Seller, as well as by other means determined by the Seller.

4.3.2. select an item from those available for order on the Seller’s website or order the production of the Item according to individual specifications if there are technical possibilities for providing such services by the Seller.

4.4. The Buyer is obliged to:

4.4.1. independently and thoroughly familiarize themselves with the terms of this Contract (this Offer), posted on the Seller’s website;

4.4.2. provide accurate and complete information necessary for the conclusion and execution of the Contract;

4.4.3. make payments in accordance with the terms of the Contract at the prices determined by the Seller;

4.4.4. promptly notify the Seller of any changes to their details, circumstances, and facts that are important for fulfilling the terms of this Contract;

4.4.5. not copy or distribute without the Seller’s written consent any consultations, materials, presentations, explanations, or other information obtained in the course of performing the Contract;

5. PRICE OF THE ITEM AND PAYMENT PROCEDURE

5.1. The price of the Item is indicated on the Seller’s website. The price of an item made to order according to individual parameters is determined for each order separately in the invoice, depending on the parameters of the ordered item.

5.2. The Seller has the right to unilaterally change the price of any Item, indicating the new price of the Item on the Seller’s website. At the same time, the price of a single unit of the Item, the cost of which has been fully paid by the Buyer, cannot be changed unilaterally by the Seller.

5.3. The Seller makes every effort to ensure the relevance of the information on the Seller’s website, particularly regarding the prices of the Items offered by the Seller. At the same time, the Buyer agrees that the payment for the item ordered by the Buyer is made based on the invoice issued by the Seller.

5.4. If due to a technical error or for any other reason the price on the Seller’s website does not correspond to the actual price of the Item and if such an error significantly affects the Buyer’s decision regarding the order, the Buyer may cancel or change the order before it is paid.

5.5. The cost of the Item listed on the Seller’s website does not include the cost of delivery of the Item to the Buyer. The Buyer pays the cost of delivery of the Item according to the current tariffs of delivery services (carriers) directly to the delivery service (carrier) chosen by him.

5.6. Settlements between the Buyer and the Seller are carried out in the ways specified on the Seller’s website.

The Buyer can pay for the order in the following ways:

1) by bank transfer to the Seller’s current account specified in the invoice, including via Internet banking (the Buyer pays for the order within three days from the date of receipt of the invoice in the amount of 100% prepayment).

5.7. In the event that the Buyer prepares payment documents in the field “Payment Purpose” a reference to the number and date of the invoice issued by the Seller must be indicated.

5.8. The payment is considered completed from the moment the funds are credited to the Seller’s current account.

The responsibility for the correct execution of the funds transfer lies with the Buyer.

5.9. The Buyer’s payment for the item signifies the Buyer’s full and unconditional agreement with the Public by the offer set forth in the terms of this Contract.

5.10. The price of the item includes taxes and fees (other mandatory payments) that are subject to payment by the Seller in connection with the fulfillment of the terms of the Contract in accordance with the requirements of the current legislation of Ukraine.

6. DELIVERY, PROCEDURE FOR ACCEPTANCE OF THE ITEM

6.1. Upon receiving the item, the Buyer must, in the presence of a representative of the delivery service (carrier), verify the compliance of the Item with the qualitative and quantitative characteristics (item name, quantity, completeness, expiration date), and the integrity of the Item.

6.2. The Buyer or their representative, upon accepting the Item from the delivery service representative, hereby confirms that they have no claims regarding the quantity of the item, its appearance, integrity, and completeness.

6.3. Ownership and the risk of accidental loss or damage to the Item pass to the Buyer or their Representative from the moment the Seller transfers the item to the Buyer or the delivery service (carrier) chosen by the Buyer.

6.4. The cost of delivery of the Item is paid separately by the Buyer.

7. PROCEDURE FOR RETURN OF ITEM. WARRANTY

7.1. The Buyer has the right to return to the Seller a non-food item of proper quality if the item did not satisfy him in terms of form, dimensions, style, color, size, or for other reasons cannot be used as intended. The Buyer has the right to return an item of proper quality within 14 (fourteen) days, excluding the day of purchase. The return of goods of proper quality is carried out if they have not been used and if their commercial appearance, consumer properties, packaging, seals, labels, as well as the payment document issued to the Buyer for the payment of the Item, are preserved. The list of goods that are not subject to return on the grounds provided for in this paragraph is approved by the Cabinet of Ministers of Ukraine.

7.2. An item manufactured to the Buyer’s individual order, in accordance with paragraph 3) part 5 of article 13 of the Law of Ukraine ‘On Consumer Rights Protection’, is not subject to return.

The Buyer does not have the right to refuse an item of proper quality that has individually specified properties if the specified item can be used exclusively by the Buyer who purchased it (including at the Buyer’s request for non-standard sizes, characteristics, appearance, configuration, and so on).

7.3 The return of the cost of an item of proper quality to the Buyer is carried out within 30 (thirty) calendar days from the moment the Seller receives such an Item, provided that the requirements stipulated in clause 7.1 of the Contract and the current legislation of Ukraine are met.

7.4. The cost of the item is subject to refund by bank transfer to the Buyer’s account.

7.5. The return of the Item of proper quality to the Seller’s address is carried out at the Buyer’s expense and is not reimbursed by the Seller to the Buyer.

7.6. The return of the item, in cases provided by law and this Agreement, is carried out at the address specified on the website in the ‘Contacts’ section.

7.7. In the event that defects in the Item are discovered within the established warranty period, the Buyer has the right to personally present the Seller with claims, in the manner and within the timeframes established by the legislation of Ukraine, as provided by the Law of Ukraine ‘On Consumer Rights Protection’. When making claims for the free elimination of defects, the period for their elimination is counted from the date the Item is received by the Seller at their disposal and physical access to such Item.

7.8. The consideration of claims provided by the Law of Ukraine ‘On Consumer Rights Protection’ is conducted by the Seller, provided that the Buyer submits the documents required by the current legislation of Ukraine. The Seller is not liable for defects in the Item that occurred after its transfer to the Buyer due to the Buyer’s violation of the rules of use or storage of the Item, actions of third parties, or force majeure.

7.9. The warranty for the Item is specified in the warranty card for the Item.

7.10. Warranty service is not provided in the following cases:

– in the absence of warranty documents for the item;

– in the presence of defects that occurred as a result of improper transportation, operation, or use not according to the intended purpose;

– in the event that repairs were carried out independently or by other third parties, not representatives of the Seller;

– in case of violation of operating rules.

8. LIABILITY OF THE PARTIES

8.1. For breach of the Contract, the Parties shall be liable in accordance with the provisions of the current legislation of Ukraine and the terms of this Contract.

8.2. A breach of the Contract is its non-performance or improper performance, i.e., performance with a violation of the terms defined by the content of this Contract.

8.3. The Seller is not liable for improper performance or non-performance of the terms of this Contract in the event that the Buyer has not provided the information and documents necessary for the provision of services, or in the case of providing incomplete or contradictory and/or inaccurate information and/or documents.

8.4. The Buyer is responsible for the accuracy and completeness of the information specified when placing the order.

8.5. The Seller is not liable for any damages, including lost profits and moral damages, that may be incurred by the Buyer due to the Buyer’s misunderstanding and/or lack of understanding of the information about the Item, the procedure for placing and paying for the order, delivery, etc., offered by the Seller in accordance with this Contract (offer).

9. FORCE MAJEURE CIRCUMSTANCES

9.1. The Parties are released from liability for failure to perform or improper performance of obligations under the Contract if this occurred due to force majeure circumstances, that is, extraordinary and unforeseeable circumstances that arose after the conclusion of this Contract, do not depend on the will of the Parties and are beyond their control, which include, in particular, but are not exclusively, military actions, revolutions, coups d’état, natural disasters, technological and other accidents, accidents in the power supply and communication systems, strikes, lockouts, sabotage and terrorist acts, decisions of state and local authorities, epidemics, pandemics, emergencies, which make it objectively impossible to fulfill the terms of the Contract (hereinafter – “force majeure”).

9.2. Force majeure applies, and the Party for whom the force majeure has occurred is released from liability for breach of the terms of the Contract if a certificate from the Chamber of Commerce and Industry of Ukraine or a regional chamber of commerce and industry, or another official document issued by an authorized body or organization of the state where the force majeure occurred, is obtained.

9.3. The Party for whom the force majeure has occurred is obliged to notify the other Party within 3 (three) calendar days from the date the Party became aware of the occurrence of the force majeure.

9.4. From the moment the notification of force majeure is received by the other Party, the performance of the terms of the Contract is suspended, and the period for fulfilling the obligations under the Contract is extended for the duration of the force majeure were provided without negative consequences, penalties, and liability for each of the Parties.

10. PERSONAL DATA

10.1. Each of the Parties consents to the collection and processing of their personal data (including collection, registration, accumulation, storage, adaptation, modification, updating, use, and dissemination (distribution, implementation, transfer), depersonalization, destruction of personal data, including with the use of information (automated) systems, as well as other types of activities that the Parties may perform regarding personal data in written (paper), electronic, and other forms), including but not limited to such personal data: first name, last name, patronymic, date of birth, data of the identity document (number, series, date of issue, issuing authority, etc.), taxpayer registration card number (tax number), extract of data from the state register of legal entities and individual entrepreneurs, taxation system, information about education and qualifications, phone number, email address, and other data voluntarily provided for the purpose of ensuring the implementation of contractual relations. between the Parties, accounting and management accounting, conducting advertising campaigns and marketing research, sending electronic commercial messages via information and telecommunication means (email, mobile communication, through messengers, applications, social networks, etc.), communication and relations with government authorities and local self-government bodies, as well as for other purposes that encompass the Seller’s legitimate interest.

10.2. The Parties undertake to ensure the proper protection of personal data from unlawful processing and unauthorized access by third parties, including taking necessary measures to prevent the disclosure of personal data of officials, employees, and authorized representatives of the Parties, if such personal data were entrusted to the Party or became known to the Party in connection with the obligations under the Contract.

10.3. By entering into the Contract, the Buyer confirms that he is informed (without additional notification) about the rights of the personal data subject established by the Law of Ukraine ‘On Personal Data Protection’, the purpose of personal data processing, the composition and content of the collected personal data, as well as the conditions of access to personal data by third parties.

11. DISPUTE RESOLUTION

11.1. Disputes arising between the Parties in the course of the execution of this Contract or in connection with it shall be resolved through negotiations.

11.2. All disputes between the Parties, for which no agreement has been reached, may be submitted for resolution in court in accordance with the requirements of the current legislation of Ukraine.

12. TERM OF THE CONTRACT

12.1. The Contract comes into effect on the date specified in clause 1.4 of this Contract and remains in effect until full performance by the Parties of their obligations stipulated by the Contract.

12.2. The Contract is terminated prematurely:

12.2.1. by mutual consent of the Parties;

12.2.2. by a court decision that has come into legal force;

12.2.3. on other grounds provided by the current legislation of Ukraine and this Contract.

13. OTHER TERMS

13.1. The Seller has the right to unilaterally make changes to the Contract by publishing the changes to the Contract on the Seller’s website. Amendments to the Contract shall take effect from the date of their publication on the Seller’s website, unless another effective date is specified additionally upon their publication.

13.2. For issues arising in connection with the conclusion, execution, and termination of this Contract and not regulated by it, the Parties undertake to be guided by the norms of the current legislation of Ukraine, in particular the provisions of the Civil Code of Ukraine, the Commercial Code of Ukraine, and the Law of Ukraine ‘On Electronic Commerce’.

13.3. If any provision of this Contract becomes invalid, it does not affect the validity of the remaining provisions of the Contract. In such a case, the Parties shall, as far as possible, attempt to agree on replacing the invalid provision with new valid provisions that allow for the maximum achievement of the Parties’ original intentions.

13.4. The Parties undertake to keep confidential information and commercial secrets confidential.

Not to disclose the secret that became known to them in connection with the fulfillment of the terms of the Contract confidential information and trade secrets of the other Party, as well as not to use the relevant information in their own interests or the interests of third parties.

13.5. The Parties bear full responsibility for the completeness and accuracy of the information provided by them in details in the documents. The Parties undertake to immediately notify each other of any changes in name, designation, organizational and legal form, location (residence), mailing addresses, phone numbers, email addresses, and bank and other account details.

In case of failure to notify, the responsible Party bears the risk of any adverse consequences related to this (including tax-related consequences).

13.6. This Contract is concluded in Ukrainian, English and Russian. Preference is given to the Contract concluded in Ukrainian.

14. CONTACT INFORMATION OF THE SELLER

14.1. Full name: Limited Liability Company «Ukrledlight»

EDRPOU Code: 39288861

Website address: https://lumof.ua/

Phone: +380 50 625 85 02

Email: lumofled@gmail.com