Limited Liability Company "MEDELEM LTD", hereinafter referred to as the "Seller", hereby expresses its intention to conclude a contract for the sale of Goods with Buyers (legal entities, individual entrepreneurs purchasing the Goods posted on the website (hereinafter referred to as the "Website") for commercial use) on the terms of this Public Offer Agreement (hereinafter referred to as the "Agreement"), posted on the website

By ordering goods through the Website, the Buyer agrees to the terms and conditions of this Agreement, as set forth below.

1.Terms and Definitions.

"Offer" - a public offer by the Seller addressed to a legal entity or individual entrepreneur purchasing the Goods for commercial use to conclude a sales contract (hereinafter referred to as the "Contract") on the conditions set forth in this Agreement.

"Seller" - Seller - Limited Liability Company "MEDELEM LTD", VAT: BG203833953, legal address: Bulgaria, Sandanski 2800, st. Pere Toshev number 2.

"Buyer" - a legal entity or individual entrepreneur registered in accordance with the law, purchasing the Goods for commercial use, in accordance with the terms and conditions provided in this Agreement.

"Acceptance" - the performance of legally significant actions by the Buyer aimed at accepting the offer, such as submitting a request for the Goods and making payment for the Goods. Acceptance is considered completed from the moment of full payment for the Goods by the Buyer.

"Goods" - any item of goods offered for sale on the Website.

"Order" - the submission of the order form provided on the Website, indicating correct information about the buyer, as well as the selected items of the Goods.

"User" - an individual authorized by the Buyer to interact with the Seller through the Website and who has undergone the appropriate authorization procedure in the Personal Account.

"Personal Account" - a service located on the Website that allows the User to place an order for the Goods, receive information about the status of the Goods, and perform other legally significant actions related to the relationship between the Buyer and the Seller.

2. General Provisions.

2.1. This Agreement is a public offer and is drawn up in accordance with the norms of the current legislation of the Russian Federation.

2.2. This Agreement regulates the legal relations arising between the Seller and the Buyer when purchasing the Goods on the Website.

2.3.The Website is designed for remote ordering of goods through the internet.

3. Subject of the agreement.

3.1. The Seller undertakes to transfer, and the Buyer undertakes to accept and pay for the Goods in accordance with the terms of this Agreement. The names, quantity, assortment of the Goods, and the cost of the Goods supplied under this agreement are determined by the Invoice and the Waybill.

3.2. The Seller hereby represents and warrants that the Goods belong to it on the right of ownership, are not encumbered or arrested.

4. Order processing procedure.

4.1. The Buyer places an order for the Goods through the Personal Account.

4.2. When registering in the Personal Account on the Website, the Buyer undertakes to provide the following registration information about themselves:

  • full name (in English) and short name - for legal entities;
  • VAT;
  • legal address (including zip code);
  • mailing address (including zip code) - the address for delivery of the Goods;
  • bank details;
  • contact person's information.

4.3. The Buyer is responsible for the content and accuracy of the information provided when placing the Order. In the event that the Buyer provides false information, the Seller shall not be held responsible for any adverse consequences, including but not limited to late notification or failure to notify the Buyer of the processing results of their order, and untimely delivery of the Goods. If incorrect contact information is provided and the Seller is unable to contact the Buyer within two days, the Order shall be considered canceled.

4.4. After the Order is submitted using the form provided by the Seller on the Website, it is processed by the Seller.

4.5. During the processing of the Buyer's Order, the Seller's employees verify the accuracy of the form completion, check the availability of the Goods in the Seller's warehouse, and determine the delivery time based on the individual specifics of the placed Order.

4.6. In the event of errors and/or inaccuracies in the Order, a representative of the Seller contacts the Buyer via email or phone, as specified as contact details during the Order placement, to clarify the Order details.

4.7. If the Goods are available in the Seller's warehouse, the Seller issues an invoice for payment of the Order.

4.8. If the Goods are not available in the Seller's warehouse, no invoice for payment is issued.

4.9. Prior to payment of the Order, if the ordered Goods are not available in the Seller's warehouse due to reasons beyond the control of the Seller, the Seller has the right to exclude the specified Goods from the Buyer's Order and notify the Buyer accordingly.

4.10. In the event of exclusion of Goods from a fully or partially prepaid Order, the Seller shall refund the cost of the Goods upon the Buyer's request, sent to the Seller's email address, with mandatory indication of the details for the transfer of funds.

5.Payment for the Goods.

5.1. The Buyer makes payment on the terms of 100% prepayment in EUR or USD through non-cash payment. Payment for the Goods shall be made within 3 (three) working days from the date of invoice issuance by the Seller, unless otherwise specified in the invoice.

5.2. The price for each item of the Goods is displayed on the Website in Russian rubles.

5.3. Prices for any items of the Goods indicated on the Website may be unilaterally changed by the Seller without prior notice to the Buyer. In the event of a price change for the ordered items of the Goods, the Seller undertakes to inform the Buyer about such changes as soon as possible. The Buyer has the right to confirm or cancel the Order.

5.4. By making payment for the Goods, the Buyer expresses their agreement to purchase the Goods under the conditions provided in this Agreement at the price valid on the date of invoice issuance. The cost of delivery may be included in the price of the Goods after the Order has been placed.

6. Conditions of Goods Delivery.

6.1. The delivery of the Goods is carried out by the Seller at the expense of the Buyer to the address of the Buyer, their separate division, or to the warehouse of an authorized carrier specified in the Order in the Personal Account.

6.2. The delivery period of the Goods is indicated in the Order confirmation sent by the Seller in the Personal Account or by email to the Buyer.

6.3. The Seller's obligation to deliver the Goods is considered fulfilled from the moment of actual transfer of the Goods to the Buyer.

7. Conditions of Goods Acceptance.

7.1. The name, assortment, quantity, and price of the Goods are indicated in the Goods Delivery Note.

7.2. The Buyer accepts the Goods upon receipt from the Seller and confirms it by signing the Goods Delivery Note regarding the quantity, assortment, completeness, quality, and availability of accompanying documentation (invoice, invoice-factura (UPD), technical passports, operation instructions, compliance documents).

7.3. If the delivered Goods or accompanying documentation do not comply with the Agreement, the Buyer must notify the Seller about it at the time of acceptance.

7.4. The Buyer has the right to refuse acceptance of Goods that do not comply with the terms of the Agreement, are delivered in damaged packaging, or lack accompanying documents.

7.5. The ownership right and the risk of accidental loss transfer to the Buyer at the moment of receiving the Goods.

8. Warranties and Liability.

8.1. The Seller guarantees that the Goods are new, in proper working order, and ready for use.

8.2. The completeness and quality of the Goods must comply with the requirements of state standards, technical specifications for the corresponding type of Goods, technical documentation, the Goods' passport, and certificates of conformity and quality.

8.3. The warranty period for the Goods is determined in accordance with the warranty period set by the manufacturer and is counted from the day of acceptance of the Goods by the Buyer.

8.4. If during the warranty period the Goods or its individual parts become unfit for further use, the Buyer has the right to contact an authorized service center of the manufacturer for free warranty repair, including the replacement of unusable parts. The Buyer is also entitled to notify the Seller of the need for warranty repair, in which case the Seller will advise the Buyer on the location of the repair, provide contact information for service centers, and do everything possible to expedite the repair process.

8.5. The duration of the warranty repair is determined by the service center to which the Buyer has applied.

8.6. The Seller is not responsible for any damage caused to the Buyer as a result of the Buyer's and/or other person's failure to comply with the rules and conditions of use of the Goods.

8.7. The Buyer is responsible for the accuracy of the information provided when placing the Order.

8.8. In case of delay in delivering the Goods, the Buyer has the right to demand from the Seller a penalty of 0.01% of the value of the paid but undelivered Goods for each day of delay.

8.9. In case of delay by the Buyer in payment for the Goods, the Buyer shall pay a penalty of 0.1% of the value of the delivered but unpaid Goods for each day of delay.

8.10. In the event of the Buyer's failure to meet the payment deadlines for the Goods, the Seller has the right to suspend the shipment of the Goods under the Contract until the full settlement of the debt, including penalties.

8.11. The Supplier's liability under the Contract in the form of penalty payment and compensation for damages may not exceed the amount actually paid by the Buyer for the Goods supplied under the Contract. The Supplier is liable for the breach of its obligations under this Contract only in case of fault. The Supplier is not liable to compensate the Buyer for losses in the form of lost profit, including those arising from downtime (interruption of production, operation, etc.), loss of data and information, and other indirect losses.

9. Dispute Resolution and Applicable Law.

9.1. A response to a claim must be provided by the Parties within 10 (ten) business days from the date of its receipt.

9.2. Any dispute arising from this Agreement or in connection with it shall be resolved in the Arbitration Court of Moscow.

9.3. This Agreement shall be governed by the laws of the Russian Federation.

9.4. The invalidity of any provision of this Agreement as determined by a court does not affect the validity of the remaining provisions.

9.5. This agreement is made with the understanding that the Buyer is acquiring the Goods for commercial use. Anti-corruption provision.

10. Anti-corruption provision.

10.1. The Buyer, its affiliates, employees, or intermediaries shall not pay, offer to pay, or allow the payment, directly or indirectly, of any money or valuables to any person to influence the actions or decisions of such individuals in order to obtain any improper advantages or other unlawful objectives.

10.2. In the event that the Buyer suspects or believes that a violation of this Article has occurred or may occur, the Buyer undertakes to notify the Seller in writing. In the written notification, the Buyer must refer to the facts or provide materials that verifiably confirm or give grounds to believe that a violation of any provisions of this Article has occurred or may occur by the counterparty, its affiliates, employees, or intermediaries, involving actions classified by applicable law as bribery, commercial bribery, as well as actions that violate the requirements of applicable legislation and international acts on combating money laundering derived from criminal activities.

10.3. Upon receipt of a written notification, the Seller has the right to suspend the performance of obligations under the Agreement until confirmation is received that no violation has occurred or will occur. This confirmation must be provided within 10 (ten) business days from the date of the written notification.

11. Accuracy and confidentiality of information.

11.1. The Seller collects and processes the informational data of the Buyer, specifically:

  • For individual entrepreneurs: the surname, first name, patronymic of the Buyer, taxpayer identification number (VAT), registration address, product delivery address; contact telephone numbers, email address, and other data.
  • For legal entities: the full name of the legal entity, VAT number, legal address, full name of the contact person, product delivery address, contact telephone numbers, email address, and other data.

for the purposes of:

  • fulfilling the terms of this Agreement;
  • delivering the ordered Goods to the Buyer.

11.2. By placing an Order for the Goods through the Website, the Buyer consents to the collection and processing of informational data and their use by the Seller for the purpose of fulfilling obligations to the Buyer in accordance with the terms of this Agreement.

11.3. To process orders for Goods, the User provides the Seller with their personal data.

11.4. By providing their personal data, the User agrees to their processing by the Seller, including for the purpose of promoting the Seller's goods and services.

11.5. When collecting and processing the informational data of Buyers, the Seller does not pursue any purposes other than those established in clause 10.1. of this Agreement.

11.6. The information provided by the Buyer is confidential. The Seller undertakes not to disclose the information received from the Buyer.

11.7. The provision of information about the Buyer by the Seller to agents and third parties acting under a contract with the Seller for the purpose of fulfilling obligations to the Buyer under this Agreement does not constitute a violation of the confidentiality provisions.

11.8. The Seller's obligations to maintain the confidentiality of information about the Buyer shall not be considered violated if the information is provided to authorized persons in accordance with the requirements of applicable law.

11.9. The User is obligated to provide accurate information about the Buyer when registering in the personal account. The Seller shall not be held responsible for the content and accuracy of the information provided by the Buyer when placing an Order. The Seller shall not be held legally, financially, or otherwise liable for any potential harm caused to the Buyer (including by third parties) through possible interception or falsification of transmitted data.

12. Good Faith Provision.

12.1. In accordance with Article 431.2 of the Civil Code of the Russian Federation, the Buyer hereby provides the Seller with assurances of the veracity of the circumstances stated below:

  • they are a legal entity properly established, registered, and operating in accordance with the current legislation and other regulatory legal acts of the Russian Federation;
  • they possess all the necessary authority to conclude the Agreement and fulfill the obligations assumed under the Agreement;
  • they have taken all necessary corporate and other actions, obtained all necessary consents and approvals from management bodies and other individuals, the approval of whom is mandatory in accordance with the current legislation of the Russian Federation and/or the Buyer's constituent document, necessary for the conclusion and performance of the Agreement.

To confirm this assurance, the Buyer shall provide the Seller with certified copies of constituent and registration documents upon request.

12.2. In accordance with Article 431.2 of the Civil Code of the Russian Federation, the Buyer additionally assures that at the time of signing the Agreement and at the time of product delivery:

  • all information provided to the Seller is true, complete, and accurate;
  • the Buyer is not undergoing bankruptcy proceedings, and there are no other circumstances that could affect their ability to fulfill obligations under the Agreement properly;
  • the Buyer is a responsible taxpayer, meaning that they have no overdue payments for all types of taxes and fees.

12.3. The Buyer declares that the main purpose of entering into and performing this agreement is not the non-payment (partial payment) and/or offset (refund) of any tax amount.

12.4. The Buyer undertakes to cooperate with the Seller and representatives of regulatory authorities on all matters related to the determination and legality of the calculation and payment of all types of taxes.

12.5. In the event of the falsity of warranties (assurances regarding circumstances), the Buyer agrees to compensate the losses incurred by the Seller in connection therewith within 5 (five) business days from the date of the corresponding claim.

13. Other Terms.

13.1. By agreeing to the terms of this Agreement and accepting them, the Buyer acknowledges that they have fully acquainted themselves with the text of the Agreement, understand its subject matter, conditions, rights, and obligations of the parties, as well as the significance and consequences of the parties' actions regarding the conclusion and performance of the Agreement. The Buyer guarantees that the User has all the necessary authority to act on behalf of the Buyer.

13.2. The Agreement enters into force upon the Buyer's acceptance of its terms in the manner prescribed by the Agreement and remains in effect until the complete fulfillment of obligations under it.

13.3. The Seller reserves the right to unilaterally amend this Agreement with mandatory publication of such changes on the Website. The Buyer undertakes to independently track all changes.

13.4. The fact that the User submits an order for the Goods through the Personal Account and subsequently pays the Invoice for the payment of the Goods shall be deemed an unconditional acceptance by the Buyer of the terms of this Agreement.