TO ENTER INTO A CONTRACT FOR THE SALE OF GOODS
Hereby, “NORDIC DESIGN” LIMITED LIABILITY COMPANY, hereinafter referred to as “SELLER”, offers any person (individual or legal entity), hereinafter referred to as “BUYER”, to conclude a purchase and sale contract for goods under the following conditions:
1. TERMS AND DEFINITIONS
1.1. Internet resource (Site, Service) is a resource located in the Internet at https://nordicdesign.store and is the property of its owner NORDIC DESIGN LLC. Site – a complex object of intellectual property, representing a set of programs for computers, databases, text, graphic and other information available to the user.
1.2 Merchandise – the assortment items presented for sale on the website.
1.3 Delivery of Goods means the service of Goods delivery directly to the Buyer or to the person specified as the recipient of Goods, provided by the third party – courier company, engaged by the Seller.
1.4. registration is the procedure of entering user data into a special form on the website, necessary for the Seller to fulfill the terms of this contract and user agreement, under which the registered user is a beneficiary, as well as for the user to access the services and features of the website.
1.5 The User means any legally capable person using the Service.
1.6. User Agreement – an offer addressed to an unlimited number of persons and regulating the use of the Website. The User Agreement can be found on the website page at https://nordicdesign.store/terms/.
1.8 An Order/Order is the Buyer’s request for sale of goods submitted and sent by the Buyer to the Seller using the features of the Service.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. The Seller undertakes to transfer the Goods, and the Buyer undertakes to accept and pay for them.
2.2. Transfer of Goods is carried out by the Seller on conditions and in the order provided by this contract and appendices to it. Along with the Goods, the Seller shall, at its discretion, transfer the documentation for the Goods.
2.3. The assortment, quantity, price, terms and other conditions of sale of Goods are defined in the Appendices to this Contract. Appendices to the Contract shall be, including but not limited to, the order, invoice, bill of lading, consignment note, waybill and other documents sent by the Seller via e-mail and/or drawn up for the purpose of fulfilling obligations under this Contract.
2.4. In individual cases, such as when the Goods are ordered by another online store, delivery contracts may be entered into on terms other than this Agreement.
2.5. In the event of a conflict between the provisions of the Appendix to the Agreement and the Agreement itself, the provisions of the Appendix shall prevail. All Appendices to this Agreement shall form an integral part thereof.
2.6. This contract shall be deemed to have been concluded upon receipt by the Seller of information about the acceptance of his offer to sell the goods to the Buyer.
2.7. The Seller shall be deemed to have made an offer on the terms and conditions set out in this contract from the moment this contract and information about the goods are posted on the Website.
2.8. Acceptance of this offer shall be deemed to be the Buyer’s payment for the Goods (payment of the Seller’s invoice).
2.9. The Buyer hereby confirms that it has read, understood, accepted, accepted and fully agrees to be bound by this contract. In any case, the Buyer shall be considered as such from the moment of the actions referred to in clause 2.7. this Agreement and until the parties’ obligations are terminated on any ground.
2.10. Seller reserves the right to amend and/or supplement this contract without any special notice to Buyer. The new version of the contract shall come into force as of the moment of its posting on this page, unless otherwise stipulated by the new version of the contract. The current version of the contract is always available on this page at https://nordicdesign.store/oferta/. The silence of the Buyer shall be regarded as consent to the amendments and (or) additions to the contract.
2.11. In the performance of their obligations under the Contract, the Parties of the Contract shall not limit themselves only to those actions expressly specified in the Contract and its Appendices, but shall take into consideration the valid common will of the Parties, taking into account the purpose of the Contract.
3. OBLIGATIONS OF THE PARTIES
3.1. THE SELLER HAS THE RIGHT:
3.1.1. determine ways, types and forms of fulfillment of obligations under the contract, taking into account restrictions established by the contract;
3.1.2. to engage third parties to perform its obligations under the contract in full and/or in part;
3.1.3. in cases where the contrary is not expressly stipulated in the Agreement and/or its Appendices, to unilaterally, extrajudicially determine a condition of the Agreement (rule of conduct) governing the relations of the Parties to the Agreement in the situation that has arisen. The condition of the Contract created in such order shall be binding upon the Parties to the Contract as if it was originally provided for in the Contract itself (or) the Parties have subsequently concluded the necessary additional agreement to the Contract in respect of it;
3.1.4. in cases where the Contract does not expressly provide objective criteria for assessing the quality of Goods, to determine unilaterally, out-of-court the quality, compliance of Goods with the Buyer’s application, acceptability, reasonability, sufficiency and other.
3.2. THE BUYER HAS THE RIGHT:
3.2.1. demand proper performance of obligations under the contract from the Seller.
3.3. THE BUYER IS OBLIGED:
3.3.1. to accept the Goods within the terms and procedure stipulated by this Contract.
3.3.2. within 48 hours from the date of receipt of Goods from the Seller, hand over to the latter a signed copy of the delivery note as confirmation of receipt and acceptance of Goods.
4. ORDERING PROCEDURE
4.1. The Buyer independently selects the Goods to be purchased from the Seller, including determining the color, dimensions, other characteristics specified on the Site. Ordering of Goods is carried out by filling in and sending an application to the Seller using the features of the Service.
4.2. The Goods shall be ordered by the Buyer himself. In this case, the Buyer shall specify data about himself and/or the recipient of the goods, the delivery address and contact telephone number.
4.3. Order execution using the Service provides, including, but not limited to, the following actions by the Buyer:
4.3.1. gaining access to the interface of the Site;
4.3.2. pressing the “Confirm order”, “Continue” buttons;
4.3.3. adding items of Goods to the order by placing a new order, as a result of which all orders are summed up and a new invoice for a single order is sent by the Seller;
4.3.4. removal of Goods items from the order;
4.3.5. Receipt of an e-mail from the Seller confirming the order, the composition of the order and the invoice for payment.
4.4. The Buyer hereby confirms that he has no right to transfer his login and password from his personal account to third parties, and also has no right to receive login and (or) password from third parties.
4.5. The Buyer shall immediately notify the Seller of any case of unauthorized access to the login, password and/or any breach of security of personal account on the Site.
4.6. The Buyer shall be solely responsible for the security (guessing stability) of its chosen password and shall ensure the confidentiality of its password. The Buyer is solely responsible for all actions (as well as their consequences) within or using the Site under the Buyer’s account (login), including cases of voluntary transfer by the Buyer of data for access to the Buyer’s account to third parties under any conditions (including under contracts or agreements) without approval of such with the Seller and (or) in violation of the terms of the Contract, the User Agreement. At the same time, all actions within or using the Site under Buyer’s account shall be deemed to have been performed by Buyer itself, unless Buyer has notified Seller of unauthorized access to the Site using Buyer’s account and/or of any violation (suspected violation) of its password confidentiality.
4.7. For ordering Goods through the Site, as well as for access to services and possibilities of the Site, fulfillment of obligations on the part of the Seller, the Buyer undertakes to provide true and complete information. The Buyer undertakes to keep this information up to date.
4.8. The Seller reserves the right at any time to require the Buyer to confirm the data specified in the registration and/or request supporting documents (in particular – identity documents), failure to provide which, at the Seller’s discretion, may be equated with the provision of false information and may entail the consequences provided for in the contract, the user agreement. In case the Buyer’s data specified in the submitted documents do not correspond with the data specified at registration, as well as in case the data specified at registration do not allow identifying the Buyer, the Seller shall have the right to deny the Buyer access to the account and/or use the Site. The Buyer shall provide all information and documents requested by the Seller within the period specified by the Seller.
4.9. All product information materials displayed on the website are for reference only and may not fully convey accurate information on product features and specifications, including colors, sizes, and shapes. In case the Buyer has any questions concerning product features and characteristics, the Buyer shall additionally contact the Seller by e-mail [email protected] and/or phone +74951425000 before placing the order.
5. CONDITIONS OF TRANSFER OF GOODS
5.1. The Seller shall confirm receipt of the order by sending a message on receipt of the order to the Buyer’s e-mail address indicated when registering on the Site.
5.2. In case of transfer of Goods to the Buyer by way of delivery to the representative of courier company SDEK or other company, the Seller shall send to the Buyer by e-mail the waybill number for independent tracking and receipt of Goods by the Buyer, the waybill or the consignment note within 2 months from the moment of receiving payment for the order and other information required by the Seller. The final terms of receipt of the order by the Buyer depend on the address and region of delivery, work of the concrete delivery service. Unless otherwise specified on the website, the term of transfer of the Goods is 2 months from the date of payment for the Goods by the Buyer. The Buyer hereby confirms and acknowledges that the date of transfer of Goods may be changed by the Seller unilaterally, out-of-court in case of objective, in the Seller’s opinion, reasons. Such reasons may include, including, but not limited to, the following: the Buyer specifying inaccurate, incomplete information about the delivery address and (or) the recipient of Goods, the actions/inaction of courier company representatives.
5.3. The Goods may be collected by the Buyer from the delivery point of courier company SDEK or any other specified on the Site.
5.4. Upon delivery, the order (Goods) shall be delivered to the Buyer or the person specified as the recipient of the order (Goods). If the above-mentioned persons are unable to receive the order, the order shall be delivered to a person who is ready to provide order details (order number and/or recipient’s full name), a power of attorney issued by the Buyer or recipient of Goods, authorised to receive the Goods, as well as signing all documents related to the acceptance of Goods on behalf of the Buyer and/or recipient of Goods. The Buyer warrants that the person receiving the Goods and signing the shipping documents is authorised by the Buyer and acts in accordance with Art. 182, Art. 402 of the Civil Code of the Russian Federation.
5.5. To avoid fraud and to fulfill his/her obligations the person delivering the order in advance has the right to require the identification document of the recipient, as well as the type and number of the document provided by the recipient on the order receipt. The Buyer guarantees confidentiality and protection of personal information of the recipient.
5.6. Buyer undertakes to take all necessary actions to receive the Goods. The Buyer independently ensures receipt of the Goods by the person specified by the Buyer as the recipient of the Goods and bears all related risks and losses.
5.7. The title to the Goods under this Contract shall pass to the Buyer: from the moment the Goods are handed over to the courier company.
5.8. Seller’s obligations to transfer the Goods shall be considered fulfilled from the moment of transfer of the Goods to the courier company. The date of transfer of Goods is the date indicated in the shipment documents.
5.9. If Buyer fails to make arrangements for removal of the Goods from the delivery point of the courier company, Buyer shall pay all expenses related to storage of the Goods at the current rate.
5.10. All risks of accidental loss or accidental damage to the Goods shall be transferred to the Buyer from the moment when, in accordance with this Contract, Seller’s obligations to transfer the Goods are considered to be fulfilled (clause 5.8 of the Contract).
5.11. Upon receipt of the order, the buyer (recipient) must check the quantity of goods in the order, appearance and packaging of goods, completeness, assortment in accordance with the order and consignment note.
5.12. In case of detection of defects (discrepancies in the name, assortment, quantity of Goods units, manufacturing or textile defects) detected by the Buyer in the course of Goods acceptance, the Buyer shall notify the Seller about the detected defects within one working day after receipt of Goods by e-mail indicated on the website or through a special form on the Website. The Buyer also undertakes to return the Goods with defects to the Seller within the period and in the manner specified by the Seller. Failure to notify or untimely notification of the Seller of any defects in the Goods deprives the Buyer of the right to demand that the Seller replace them with Goods of proper quality or refund the money paid for them if the Goods cannot be used by the Buyer. If such applies at Seller’s discretion, replacement of Goods or refund of money paid for them to Buyer – an individual who is not registered as an individual entrepreneur and who purchased Goods for personal needs, is made by Seller within 30 days from the date of receipt of Goods with defects from Buyer. Such term is conditioned by the necessity to conduct additional verification of the validity of the Buyer’s claim, including with the involvement of the manufacturer of the Goods, as well as to conduct an examination. In all other cases – 60 days from the date of receipt of Goods with defects from the Buyer.
5.13. Buyer also understands and acknowledges that Seller shall not be liable for any inconsistency of the Goods with expectations and representations of Buyer and/or third parties, including in terms of size, colour.
5.14. Absence of objections regarding completeness and (or) quantity and (or) quality of Goods within the period specified in item 5.12. The term of the agreement means the acceptance by the Buyer of the Goods in full without any claims for the Goods transferred.
5.15. In order to fix the defects in the Goods, the Buyer shall take pictures of the Goods so that the pictures clearly show not only the defects in the Goods and the Goods themselves, but also all labels and tags. Photographs of defective Goods shall be sent by the Buyer to the Seller within the period specified in Clause 5.12. of the term agreement by e-mail or through a special form on the Website.
5.16. If Buyer sends written objections regarding the completeness and/or quantity and/or quality of the Goods, Buyer undertakes not to use the Goods and shall, at its own expense, ensure their safe custody until the Goods are sent to Seller.
5.17. If acceptance of Goods is carried out with violations of the procedure and terms of acceptance set forth in this Contract, Goods shall be considered as accepted by quantity and quality, and the consignment note or consignment note provided by the Seller shall be signed by the Buyer.
5.18. In case of absence of any claims to delivered Goods the Buyer (consignee) shall sign the consignment note or consignment note and (or) other accompanying document provided by the person delivering or transferring Goods to the Buyer or the Supplier, shall send 1 copy of the signed consignment note to the Supplier by any of the ways provided for by this Contract within 48 hours from the date of receipt of Goods. The Buyer’s (consignee’s) signature or his authorized representative in the accompanying documents means that there are no claims to the Goods in terms of quantity, quality, completeness, as well as that the Seller fulfills his obligation to supply the Goods in a proper way. If the signed accompanying document is not sent to the Seller within the specified period, the Goods shall be deemed to be accepted by the Buyer without objections and the accompanying document shall be signed without objections and reservations.
5.19. An exchange of Goods of proper quality can be made only if similar goods are on sale at the Seller’s, as well as if the Goods do not have individually specific characteristics (made especially to the Buyer’s order). The possession of a particular item of Goods with such properties shall be determined in each case by the Seller. Return of goods of proper quality by a Buyer-individual who is not registered as an individual entrepreneur and who purchased the goods for personal needs is possible only on condition of preservation of its consumer properties and trade appearance (absence of traces of use, availability of original and undamaged packaging and labels), as well as on provision of documents that confirm the purchase of goods (for example, receipt).
5.20. If a Buyer – an individual who is not registered as an individual entrepreneur and who purchased goods for personal needs – refuses such goods and complies with the requirements for their return, the Seller shall return him the amount of money paid for the goods, excluding the costs of delivery of the returned goods from the Buyer, no later than ten days from the date of the Buyer’s submission of a relevant request.
6. VALUE OF GOODS
6.1. The Contract price shall be determined depending on the number of items of Goods in the purchased lot and shall be expressed in Russian roubles. The Contract price is determined in accordance with the appendices to this Contract (order, invoice for payment). Both the total cost of the items of Goods in each lot and the individual cost of 1 item of Goods shall be determined.
6.2. The Buyer pays for the Goods on a prepayment basis in the amount of 100% of the Goods price. The Seller has the right, at its own discretion, to ship the Goods to the Buyer without receiving an advance payment, based on the Order. In this case, payment for the Goods shall be made within the following terms: 3 days from receipt of Goods by the Buyer.
6.3. The Buyer shall pay for the Goods to the Seller and delivery services by courier company in full within three days of receipt of order confirmation and payment invoice from the Seller, unless otherwise provided by the appendix to the Contract, information on the Site. The invoice shall be issued by the Seller based on the prices in effect at the time the Buyer sends the order to the Seller, taking into account all discounts granted.
6.4. Payment for Goods shall be made to the Seller’s current account. The goods shall be deemed paid for from the moment of receipt of funds to the Seller’s current account.
6.5. Failure to pay money in full or in part within the term stipulated in the contract shall constitute grounds for the Seller to suspend the transfer of Goods under the contract.
6.6. Unless otherwise provided by applicable laws of the Russian Federation, amounts of any monies paid by the Buyer to the Seller shall not be refundable, regardless of the circumstances requiring the refund of such payments, including if the Buyer accepts and agrees that if the Buyer breaches the contract, including failure to perform, improper performance of obligations by the Buyer under the contract or due to failure to act by the Buyer, as well as if the Buyer decides to terminate the contract (on any grounds), lis In such case the parties agree that the amounts paid by the Buyer shall be treated as amounts compensating the Seller for withdrawal from the contract, shall not be returned to the Buyer, and may not be treated as losses or unjust enrichment, in accordance with the terms of the contract and the laws of the Russian Federation.
7. CIRCUMSTANCES OF INSUPERABLE FORCE (FORCE MAJEURE)
7.1. The Parties shall be exempted from liability for full or partial failure to perform their obligations under the Contract if the failure to perform their obligations was caused by force majeure, namely: fire, flood, earthquake, strike, war, actions of public authorities, spread of infections and adoption of restrictive measures in this regard, other circumstances beyond the control of the Parties.
7.2. If any of such circumstances has directly caused the failure to perform the obligations within the time limits set in the Contract, the time limits shall be extended proportionately for the duration of the relevant circumstances.
7.3. If these circumstances last for more than 2 (two) calendar months, each of the Parties shall be entitled to take the initiative to terminate the Contract due to impossibility to perform it. If the Parties decide to terminate the Contract on the abovementioned grounds, none of the Parties shall be entitled to compensation for possible losses.
7.4. The Party, which cannot fulfil its obligations under the Agreement, must timely, but not later than 3 (three) calendar days after the occurrence of force majeure circumstances, notify the other Party in writing, providing substantiating documents issued by competent authorities, e.g. the Chamber of Commerce and Industry.
7.5. Failure to notify or untimely notification of the occurrence of force majeure circumstances shall deprive the Party of the right to refer to any of the above circumstances as a ground exempting from liability for failure to perform obligations.
7.6. The Parties acknowledge that the insolvency of the Parties does not constitute a force majeure event.
8.1. The Parties shall be liable for non-fulfillment or improper fulfillment of the obligations assumed hereunder in accordance with the legislation of the Russian Federation and the terms and conditions of this Agreement.
8.2. Failure to pay monetary funds in full or in part within the term stipulated in the Contract shall constitute grounds for the Seller to suspend the transfer of Goods under the Contract or to refuse to perform the Contract, terminate the Contract, provided that the Buyer is notified thereof at least 5 (Five) days prior to the date of termination of the Contract.
8.3. Should the Buyer fail to perform or improperly perform its obligations under the contract, the Seller shall be entitled to unilaterally, in a non-judicial manner, withdraw from the contract (terminate the contract) by notifying the Buyer at least five (5) days prior to the date of withdrawal (termination of the contract).
8.4. The Buyer’s violation of the payment terms for Goods for more than 5 (Five) calendar days against the term established by the Appendices to the Contract, the Parties recognize as a material breach of this Contract, entailing the consequences provided for in Clause 8.3. Treaties.
8.5. Liability for the actions of third parties resulting in a breach of contractual terms and conditions shall be borne by the party that entered into the contractual relationship with it.
8.6. The amount of any losses, expenses, damages that may be caused by non-performance or improper performance of its obligations by the Seller may not exceed the total amount of money received by the Seller from the Buyer under this contract. This condition (restriction) may be excluded or limited in accordance with applicable law in case the Buyer is an individual who is not registered as an individual entrepreneur and who acquires the Goods under the Contract for personal needs.
8.7. To the maximum extent permitted by applicable law, Seller shall not be liable for any loss and/or damage (including loss of business profits, business interruption, loss of information or other property damage) arising from the use or inability to use the Goods, even if Seller has been advised of the possibility of such loss and/or damage.
8.8. If Buyer acquires Goods under this Contract for the purpose of their subsequent transfer to a third party, Buyer’s counterparty, Buyer:
8.8.1. promptly notify the Seller of any third party claims, demands, notifications to the Buyer in writing regarding completeness and/or quantity and/or quality of Goods;
8.8.2. agrees in advance with the Seller all actions/inaction related to the settlement of a dispute with a third party on the fact of not transferring the Goods to him or transferring the Goods of improper quality;
8.8.3. does not conclude or sign any agreements with a third party, the subject of which is payment of money to a third party for the fact of non-delivery of Goods or transfer of Goods of improper quality without prior written agreement with the Seller;
8.8.4. does not pay to a third party the principal, penalty, interest and does not compensate losses due to non-transfer of Goods or transfer of Goods of improper quality without prior written agreement with the Seller.
8.9. Failure by the Buyer to comply with the conditions stipulated in clause 8.8. Treaty, means, including but not limited to, the following:
8.9.1. full and unconditional agreement of the Buyer to independently bear all possible risks, losses related to the non-transfer of Goods or transfer of Goods of improper quality to a third party;
8.9.2. proper performance of obligations under the Contract by the Seller;
8.9.3. no fault on the part of the Seller, no causal link between the Seller’s actions/inaction under the Agreement and the consequences, including losses, incurred by the Buyer and a third party;
8.9.4. there is no connection between the subject matter of this Agreement and the contract concluded with a third party;
8.9.5. there is no dependence between the transfer of Goods under this Contract and the transfer of Goods to a third party;
8.9.6. failure by the Buyer to take reasonable measures to avoid or reduce losses.
9. CONCLUDING PROVISIONS
9.1. This Agreement is concluded for 12 months, unless a longer term is stipulated in the Appendices to the Agreement. In the event that neither party declares its desire to terminate this contract, it shall be extended for an additional 12 months. The renewal clause shall be applicable an unlimited number of times.
9.2. This Agreement shall be governed by and construed in accordance with the laws of the Russian Federation.
9.3. The parties hereby determine that Seller does not warrant that the Goods hereunder will meet the expectations and/or representations of Buyer and/or third parties.
9.4. All disputes, disagreements or claims of the Parties arising out of or in connection with this Agreement, including those related to its performance, breach, termination or invalidity, shall be settled through negotiations between the Parties. In case it is impossible to settle disputes with the Buyer-individual who is not registered as an individual entrepreneur and who purchased the Goods under the Contract for personal needs, they shall be considered in the court in the manner prescribed by the current legislation of the Russian Federation. In all other cases – in court at the location of the Seller.
9.5. The use of uppercase or capital letters in words shall not affect the interpretation of the terms of the Contract.
9.6. The term “Contract” shall have the following meaning in this Agreement, unless expressly interpreted or used differently: “Contract” means this Purchase and Sale Agreement entered into between the parties, as may be amended, supplemented and supplemented from time to time, and including all Appendices hereto.
9.7. In the event that one or more provisions of this Contract or any other agreement entered into in connection with this Contract becomes invalid or unenforceable, the Contract shall remain in force except for those provisions which have become invalid. In such a case, the Parties shall enter into negotiations to amend the provisions that have become invalid in such a way that, if amended, they would comply with the laws of the Russian Federation and reflect to the greatest extent possible the original intentions of the Parties.
9.8. All requests, communications, notices (all together – “notices”) under this Agreement shall be made in writing in the Russian language, signed by an authorized person or a Representative of the respective Party, and shall be deemed duly sent and delivered if sent by courier or registered mail with return receipt requested to the postal addresses specified below. When a notice is sent by courier, it shall be deemed received by the other Party on the day of delivery, provided that delivery has taken place. Delivery shall be deemed to have taken place when the courier delivers the notice against signature to an employee of the other Party authorized to receive the correspondence.
9.9. If the notice is sent by post, it shall be deemed received by the other Party on the date according to the date of receipt on the notice of delivery.
9.10. If the addressee refuses to receive any kind of notices, or if the addressee fails to notify the sender in writing of a change of address and/or details of delivery of notices within the specified period and the notice is delivered to the address or details previously specified by the addressee, the addressee shall be fully responsible for non-delivery or failure to deliver the notice.
9.11. The Parties acknowledge as written evidence electronic correspondence between themselves using e-mail, correspondence via text messages (current Seller’s number is +79771206008), as well as via messengers (WhatsApp and others). The Seller’s e-mail address is [email protected]
9.12. The Parties hereto also acknowledge that by means of electronic mail they shall exchange annexes to the Agreement, other documents and information relevant to conclusion and performance of the Agreement. Documents and information transmitted in this manner are valid, effective, sufficient and reliable for the parties in determining mutual rights and obligations, confirming the performance of obligations under the contract.
9.13. By concluding this contract, the Buyer expresses its full and unconditional consent to receive SMS messages, e-mails with information on cooperation between the parties, information of advertising nature and other information.
9.14. A salesperson strives to maintain the highest standards of moral and ethical conduct. Seller does not engage in any form of corrupt activity, including but not limited to extortion, fraud, impersonation, false representation or bribery.
10. ADDRESSES, DETAILS OF THE SELLER
NORDIC DESIGN LTD.
Bank: JSC “TINKOFF BANK
Calculation. account: 40702810810000592364
Cor. account: 30101810145250000974