Public Offer

for concluding a sale and purchase agreement

1. General Provisions

This Public Offer sets out the terms for concluding a Sale and Purchase Agreement (hereinafter — the “Sale and Purchase Agreement” and/or the “Agreement”). This Offer is a proposal addressed to one or more specific persons that is sufficiently definite and expresses the intention of the person making the proposal to consider itself bound by an Agreement with the addressee that accepts the proposal.

Performing the actions specified in this Offer confirms the consent of both Parties to conclude a Sale and Purchase Agreement on the terms, in the manner, and to the extent set out in this Offer.

The text of this Public Offer below is an official public proposal by the Seller, addressed to interested persons, to conclude a Sale and Purchase Agreement in accordance with paragraph 2 of Article 437 of the Civil Code of the Russian Federation.

The Sale and Purchase Agreement is deemed concluded and becomes effective when the Parties perform the actions provided for in this Offer that mean unconditional and full acceptance of all terms of this Offer without any exclusions or limitations, on an adhesion basis.

2. Terms and Definitions

Agreement — the text of this Offer together with any Annexes that form an integral part of this Offer, accepted by the Buyer by performing the conclusive actions provided for in this Offer.

Conclusive actions — conduct that expresses consent to a counterparty’s proposal to conclude, amend, or terminate an agreement. Such actions consist of full or partial performance of the terms proposed by the counterparty.

Seller’s Website on the Internet — a set of computer programs and other information contained in an information system, access to which is provided via the Internet under the domain name and network address: https://www.softdump.net

Parties to the Agreement (the Parties) — the Seller and the Buyer.

Goods — under a sale and purchase agreement, goods may be any things subject to the rules provided for by Article 129 of the Civil Code of the Russian Federation.

3. Subject Matter of the Agreement

Under this Agreement, the Seller undertakes to transfer an item (the Goods) into the Buyer’s ownership, and the Buyer undertakes to accept the Goods and pay a specified amount of money for them.

The name, quantity, and assortment of the Goods, their price, delivery arrangements, and other terms are determined based on the Seller’s information when the Buyer places an order, or are set on the Seller’s Website on the Internet at https://www.softdump.net.

Acceptance of this Offer is expressed by performing conclusive actions, including in particular:

• actions related to registering a user account on the Seller’s Website on the Internet, where account registration is required;
• preparing and completing an application to place an order for the Goods;
• providing the information required to conclude the Agreement by telephone or email indicated on the Seller’s Website on the Internet, including during a callback by the Seller in response to the Buyer’s request;
• payment for the Goods by the Buyer.

This list is not exhaustive; there may be other actions that clearly express a person’s intention to accept the counterparty’s proposal.

4. Rights and Obligations of the Parties

4.1. Rights and Obligations of the Seller

The Seller is entitled to:

• require payment for the Goods and their delivery in the manner and on the terms provided by the Agreement;
• refuse to conclude an Agreement under this Offer with a Buyer in the event of the Buyer’s bad-faith conduct, including in particular where:
  • there have been more than 2 (two) refusals of Goods of proper quality within one year;
  • knowingly false personal information has been provided;
  • Goods damaged by the Buyer, or used Goods, have been returned;
  • other bad-faith conduct indicating that the Buyer concluded the Agreement for the purpose of abusing rights and that the ordinary economic purpose of the Agreement — acquisition of the Goods — is absent.

The Seller undertakes to:

• transfer to the Buyer Goods of proper quality and in proper packaging;
• transfer the Goods free from third-party rights;
• arrange delivery of the Goods to the Buyer;
• provide the Buyer with all necessary information in accordance with the requirements of the applicable laws of the Russian Federation and this Offer.

4.2. Rights and Obligations of the Buyer

The Buyer is entitled to:

• require transfer of the Goods in the manner and on the terms provided by the Agreement;
• require provision of all necessary information in accordance with the requirements of the applicable laws of the Russian Federation and this Offer;
• refuse the Goods on the grounds provided by the Agreement and the applicable laws of the Russian Federation.

The Buyer undertakes to:

• provide the Seller with accurate information necessary for proper performance of the Agreement;
• accept and pay for the Goods in accordance with the terms of the Agreement.

The Buyer warrants that all terms of the Agreement are clear; the Buyer accepts the terms without reservations and in full.

5. Price and Payment Procedure

The price and payment procedure for the Goods are determined based on the Seller’s information when the Buyer places an order, or are set on the Seller’s Website on the Internet: https://www.softdump.net.

All settlements under the Agreement are made by non-cash payment.

6. Exchange and Return of Goods

6.1. The Buyer is entitled to return (exchange) to the Seller Goods purchased by a distance method, except for the list of goods that are not subject to exchange or return under the applicable laws of the Russian Federation. The terms, time limits, and procedure for returning Goods of proper and improper quality are established in accordance with the Civil Code of the Russian Federation, Law of the Russian Federation No. 2300-1 dated 07.02.1992 “On Protection of Consumer Rights”, and the Rules approved by Decree of the Government of the Russian Federation No. 2463 dated 31.12.2020.

6.2. The Buyer’s request for exchange or return of the Goods is to be satisfied if the Goods have not been used, their consumer properties have been preserved, and there is evidence that they were purchased from the Seller.

7. Confidentiality and Security

In performing this Agreement, the Parties ensure the confidentiality and security of personal data in accordance with the current versions of Federal Law No. 152-FZ dated 27.07.2006 “On Personal Data” and Federal Law No. 149-FZ dated 27.07.2006 “On Information, Information Technologies and Protection of Information”.

The Parties undertake to keep confidential the information obtained in the course of performing this Agreement and to take all possible measures to protect the obtained information from disclosure.

Confidential information means any information transmitted by the Seller and the Buyer in the course of performing the Agreement and subject to protection; exceptions are stated below.

Such information may be contained in the Seller’s local regulations, contracts, letters, reports, analytical materials, research results, diagrams, charts, specifications, and other documents, whether in paper or electronic form.

8. Force Majeure

The Parties are released from liability for failure to perform or improper performance of obligations under the Agreement if proper performance has become impossible due to force majeure, that is, extraordinary and unavoidable circumstances under the given conditions, including: prohibitive acts of authorities, epidemics, blockade, embargo, earthquakes, floods, fires, or other natural disasters.

If such circumstances arise, the Party shall notify the other Party within 30 (thirty) business days.

A document issued by an authorized state body is sufficient confirmation of the existence and duration of force majeure.

If force majeure circumstances continue for more than 60 (sixty) business days, each Party is entitled to unilaterally withdraw from this Agreement.

9. Liability of the Parties

In the event of failure to perform and/or improper performance of their obligations under the Agreement, the Parties bear liability in accordance with the terms of this Offer.

A Party that has failed to perform or has improperly performed obligations under the Agreement shall compensate the other Party for losses caused by such breaches.

10. Term of this Offer

The Offer becomes effective upon publication on the Seller’s Website and remains in force until withdrawn by the Seller.

The Seller reserves the right to amend the terms of the Offer and/or withdraw the Offer at any time at its discretion. Information about amendment or withdrawal of the Offer is communicated to the Buyer, at the Seller’s choice, by publication on the Seller’s Website on the Internet, in the Buyer’s Personal Account, or by sending a corresponding notice to the email or postal address provided by the Buyer when concluding the Agreement or during its performance.

The Agreement becomes effective upon the Buyer’s Acceptance of the terms of this Offer and remains in force until the Parties have fully performed their obligations under the Agreement.

Amendments made by the Seller to the Agreement and published on the Website in the form of an updated Offer are deemed accepted by the Buyer in full.

11. Additional Terms

The Agreement, its conclusion, and its performance are governed by the applicable laws of the Russian Federation. All matters not regulated by this Offer, or not fully regulated by it, are governed by the substantive law of the Russian Federation.

If a dispute arises between the Parties in the course of performing their obligations under an Agreement concluded on the terms of this Offer, the Parties shall seek to settle the dispute amicably before commencing court proceedings.

Court proceedings are conducted in accordance with the laws of the Russian Federation.

Disputes or disagreements on which the Parties have not reached agreement are subject to resolution in accordance with the laws of the Russian Federation. Pre-trial dispute settlement is mandatory.

The Parties have designated Russian as the language of the Agreement concluded on the terms of this Offer, and as the language used in any interaction between the Parties (including correspondence, submission of claims / notices / explanations, provision of documents, etc.).

All documents to be provided under the terms of this Offer must be drawn up in Russian or have a Russian translation certified in the established manner.

Inaction by one of the Parties in the event of a breach of this Offer does not deprive the interested Party of the right to protect its interests later, and does not mean a waiver of its rights if one of the Parties commits similar or comparable breaches in the future.

If the Seller’s Website on the Internet contains links to other websites and third-party materials, such links are provided for informational purposes only, and the Seller has no control over the content of such websites or materials. The Seller is not liable for any loss or damage that may arise from the use of such links.

12. Seller Details

• Full name: Grigoriev Aleksandr Yuryevich
• INN (Tax ID): 662312491218
• OGRN/OGRNIP: 324237500112533
• Phone: +7 912 246-62-24
• Email: info@softdump.net