legal informationPUBLIC OFFER AGREEMENT
on the conclusion of a purchase and sale agreement
1. General Provisions
This Public Offer contains the terms and conditions for the conclusion of a Purchase and Sale Agreement (hereinafter referred to as the "Purchase and Sale Agreement" and/or the "Agreement"). This offer is a proposal addressed to one or more specific persons, which is sufficiently definite and expresses the intention of the person making the proposal to consider themselves bound by the Agreement with the addressee who accepts the proposal.
The performance of the actions specified in this Offer constitutes confirmation of the consent of both Parties to conclude a Purchase and Sale Agreement on the terms, in the manner and to the extent set forth in this Offer.
The text of the Public Offer set forth below is the official public proposal of the Seller, addressed to interested parties, to conclude a Purchase and Sale Agreement in accordance with the provisions of paragraph 2 of Article 437 of the Civil Code of the Russian Federation.
The Purchase and Sale Agreement is deemed concluded and becomes effective from the moment the Parties perform the actions provided for in this Offer, signifying unconditional and full acceptance of all terms of this Offer without any exceptions or limitations on the terms of accession.
2. Terms and Definitions
Agreement — the text of this Offer with Appendices, which are an integral part of this Offer, accepted by the Buyer through conclusive actions provided for in this Offer.
Conclusive actions — behavior that expresses consent to the counterparty's proposal to conclude, amend or terminate an agreement. The actions consist of full or partial performance of the conditions 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 at the domain names and network addresses: maxos.space, totem.space.
Parties to the Agreement (Parties) — the Seller and the Buyer.
Goods — goods under the purchase and sale agreement may be any items in compliance with the rules provided for in Article 129 of the Civil Code of the Russian Federation.
3. Subject of the Agreement
Under this Agreement, the Seller undertakes to transfer the item (Goods) into the ownership of the Buyer, and the Buyer undertakes to accept the Goods and pay a specified monetary sum for them.
The name, quantity, assortment of the Goods, their cost, delivery procedure and other conditions are determined on the basis of the Seller's information when the Buyer places an order, or are established on the Seller's websites on the Internet: maxos.space, totem.space.
Acceptance of this Offer is expressed through conclusive actions, in particular:
— actions related to registering an account on the Seller's Website on the Internet, where account registration is required;
— by completing and filling out an order form for the Goods;
— by communicating the information required for the conclusion of the Agreement by telephone or email indicated on the Seller's Website on the Internet, including when the Seller returns the Buyer's call upon the Buyer's request;
— payment for the Goods by the Buyer.
This list is not exhaustive; there may be other actions that clearly express the person's intention to accept the counterparty's proposal.
4. Rights and Obligations of the Parties
Rights and obligations of the Seller:
— The Seller has the right to demand payment for the Goods and their delivery in the manner and on the terms provided for in the Agreement;
— To refuse to conclude the Agreement with the Buyer in the event of the Buyer's bad faith conduct, in particular: more than 2 (Two) refusals of Goods of proper quality within a year; provision of knowingly false personal information; return of Goods damaged by the Buyer or Goods that have been used; other cases of bad faith conduct;
— The Seller undertakes to transfer to the Buyer Goods of proper quality and in proper packaging;
— To transfer the Goods free from the rights of third parties;
— To arrange delivery of the Goods to the Buyer;
— To provide the Buyer with all necessary information in accordance with the requirements of the current legislation of the Russian Federation and this Offer.
Rights and obligations of the Buyer:
— The Buyer has the right to demand the transfer of the Goods in the manner and on the terms provided for in the Agreement;
— To demand the provision of all necessary information in accordance with the requirements of the current legislation of the Russian Federation and this Offer;
— To refuse the Goods on the grounds provided for in the Agreement and the current legislation of the Russian Federation;
— The Buyer undertakes to provide the Seller with accurate information necessary for the proper performance of the Agreement;
— To accept and pay for the Goods in accordance with the terms of the Agreement;
— The Buyer guarantees that all terms of the Agreement are understood; the Buyer accepts the terms without reservations and in full.
5. Price and Payment Procedure
The cost and payment procedure for the Goods are determined on the basis of the Seller's information when the Buyer places an order, or are established on the Seller's websites on the Internet: maxos.space, totem.space.
All payments under the Agreement are made by cashless transfer.
6. Exchange and Return of Goods
The Buyer has the right to return (exchange) Goods purchased remotely to the Seller, except for the list of goods not subject to exchange and return under the current legislation of the Russian Federation. The conditions, terms and procedure for the return of Goods of proper and improper quality are established in accordance with the requirements of the Civil Code of the Russian Federation, the Law of the Russian Federation of 07.02.1992 No. 2300-1 "On Consumer Rights Protection"; the Rules approved by Decree of the Government of the Russian Federation of 31.12.2020 No. 2463.
The Buyer's claim for exchange or return of the Goods shall be satisfied if the Goods have not been used, their consumer properties are preserved, and there is proof of purchase from the Seller.
7. Confidentiality and Security
In the performance of this Agreement, the Parties ensure the confidentiality and security of personal data in accordance with the current version of Federal Law No. 152-FZ of 27.07.2006 "On Personal Data" and Federal Law No. 149-FZ of 27.07.2006 "On Information, Information Technologies and Information Protection".
The Parties undertake to maintain the confidentiality of information received during the performance of this Agreement and to take all possible measures to protect the received information from disclosure.
Confidential information means any information transmitted by the Seller and the Buyer in the course of the performance of the Agreement and subject to protection.
Such information may be contained in local regulations, contracts, letters, reports, analytical materials, research results, diagrams, graphs, specifications and other documents provided by the Seller, whether in paper or electronic form.
8. Force Majeure
The Parties shall be released from liability for non-performance or improper performance of obligations under the Agreement if proper performance was made impossible due to force majeure, i.e. extraordinary and unavoidable circumstances under the given conditions, including: prohibitive actions of authorities, epidemics, blockades, embargoes, earthquakes, floods, fires or other natural disasters.
In the event of such circumstances, a Party is obligated to notify the other Party within 30 (Thirty) business days.
A document issued by an authorized government body shall be sufficient confirmation of the existence and duration of the force majeure event.
If the force majeure circumstances continue for more than 60 (Sixty) business days, either Party has the right to unilaterally withdraw from this Agreement.
9. Liability of the Parties
In the event of non-performance and/or improper performance of their obligations under the Agreement, the Parties shall be liable in accordance with the terms of this Offer.
A Party that has failed to perform or has improperly performed its obligations under the Agreement shall compensate the other Party for the losses caused by such violations.
10. Term and Validity of This Offer
The Offer becomes effective from the moment of its publication on the Seller's Website and remains in effect until it is 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 own discretion. Information about changes to or withdrawal of the Offer is communicated to the Buyer at the Seller's choice by posting on the Seller's Website on the Internet, in the Buyer's personal account, or by sending a corresponding notification to the email or postal address provided by the Buyer at the time of the conclusion of the Agreement or during its performance.
The Agreement becomes effective from the moment of Acceptance of the terms of this Offer by the Buyer and remains in effect until the Parties have fully performed their obligations under the Agreement.
Changes 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 performance are governed by the current legislation of the Russian Federation. All matters not regulated or not fully regulated by this Offer are governed in accordance with the substantive law of the Russian Federation.
In the event of a dispute that may arise between the Parties in the course of the performance of their obligations under the Agreement concluded on the terms of this Offer, the Parties are obligated to resolve the dispute amicably before initiating court proceedings. Court proceedings shall be conducted in accordance with the legislation of the Russian Federation. Disputes or disagreements that the Parties have failed to resolve shall be settled in accordance with the legislation of the Russian Federation. Pre-trial dispute resolution is mandatory.
The language of the Agreement concluded on the terms of this Offer, as well as the language used in any interaction between the Parties (including correspondence, demands/notifications/clarifications, provision of documents, etc.), is determined by the Parties to be Russian.
All documents to be provided in accordance with the terms of this Offer must be drawn up in Russian or have a translation into Russian certified in the established manner.
The inaction of either Party in the event of a breach of the terms of this Offer does not deprive the interested Party of the right to protect its interests at a later date, nor does it mean a waiver of its rights in the event of similar or related breaches by either Party in the future.
If the Seller's Website on the Internet contains links to other websites and materials of third parties, such links are posted solely for informational purposes, and the Seller has no control over the content of such websites or materials. The Seller is not liable for any losses or damages that may arise from the use of such links.