Goods Supply Agreement

LLP «DENTALKORZINA», hereinafter referred to as the «Supplier», hereby expresses its intention to conclude a goods supply agreement with Buyers on the terms of this public offer agreement (hereinafter «Agreement»), posted on the website www.dentalkorzina.com. By ordering goods through the online store, the Buyer agrees to the terms of this Agreement set forth below.

General Provisions

This Agreement is a public offer and is drawn up in accordance with the norms of the current legislation of the Republic of Kazakhstan, regulating legal relations arising between the Supplier and the Buyer when purchasing Goods in the online store (www.dentalkorzina.com) in accordance with Article 447 of the Civil Code of the Republic of Kazakhstan.

The provisions of the Civil Code of the Republic of Kazakhstan (general and special parts) on the supply of Goods (Section 4 Chapter 25 Paragraph 3) and on sale and purchase (Section 4 Chapter 25 Paragraph 1) apply to the relations between the Supplier and the Buyer. The Law of the Republic of Kazakhstan dated May 4, 2010 No. 274-IV «On Consumer Rights Protection» and other legal acts adopted in accordance with it, in relation to goods purchased for the purposes of use in business activities or for other purposes not related to personal, family, household and other similar use, do not apply.

In accordance with Article 395 of the Civil Code of the Republic of Kazakhstan (hereinafter - CC RK), this document is a public offer, and in case of agreement with its terms, the Buyer carries out its acceptance - Acceptance in the manner provided for by this Agreement, which is considered equivalent to concluding a supply agreement according to the conditions described below.

This Agreement is concluded between the Buyer and the Supplier at the time of order placement.

In accordance with Article 389 of the CC RK, this Agreement is an adhesion agreement, where the terms of the offer can be accepted by the Buyer only by joining the proposed agreement as a whole. The Buyer unconditionally accepts all terms contained in the offer, in full and without exceptions.

In case of acceptance of the terms of this Agreement, the person making the acceptance of the offer becomes the Buyer.

The Supplier reserves the right to unilaterally make changes to this Agreement with mandatory publication on the Internet site. The Buyer undertakes to independently monitor all changes on the Internet site.

This Agreement takes precedence over other documents and information published on the Internet site.

The Buyer confirms his agreement with the terms of this Agreement by checking the box «Terms of the Agreement have been read in full, all terms of the Agreement are clear, I agree with all terms of the Agreement» when placing an order.

Terms and Definitions

Further in the text of this public offer agreement, unless the context requires otherwise, the following terms have the following meanings:

• «Offer» — a public proposal of the Supplier, addressed to a legal entity or individual entrepreneur purchasing Goods for the purposes of use in business activities or for other purposes not related to personal, family, household and other similar use, to conclude a supply agreement (hereinafter – «Agreement») with them on the terms of this Agreement.
• «Supplier» – Limited Liability Partnership LLP «DENTALKORZINA».
• «Buyer» – a legal entity, individual entrepreneur, registered in the manner established by law, or other persons purchasing Goods for the purposes of use in business activities or for other purposes not related to personal, family, household and other similar use, in the manner and on the terms of this Agreement.
• «Acceptance» – the performance by the Buyer of legally significant actions aimed at accepting the offer (purchasing Goods presented for sale in the online store on the terms of this public offer agreement), such as placing an order for the supply of goods and its payment. Acceptance is considered completed from the moment of full payment for the goods.
• «Goods» – any item of goods presented for sale in the online store.
• «Order» — sending a completed order form with correct information about the Buyer, as well as indicating the selected items of goods and their quantity.
• «Internet Site» – the Supplier's website through which trade in Goods is carried out – www.dentalkorzina.com.
• «Online Store» — an Internet site administered by the Supplier, at the address www.dentalkorzina.com, where goods are presented with detailed description, information, payment and delivery terms, as well as other terms of goods purchase.
• «Operator/Consultant» – an employee of the Supplier providing information and consulting services on issues of purchasing Goods in the online store.
• «Goods Delivery» — the process of transferring Goods from the Supplier to the Buyer on the terms and within the timeframes provided for by this Agreement.
• «Carrier» — a legal entity carrying out cargo delivery.

Online Store Status

The online store is owned by LLP «______________» and is intended for organizing distance selling of goods through the Internet.

Online store transactions are regulated by a supply agreement (Section 4 Chapter 25 Paragraph 3 CC RK) on the terms of a public offer posted at the address ________. After acceptance of the offer (payment of the Order), the Buyer receives the goods on the terms of the Supply Agreement.

The online store is not responsible for the content and accuracy of information provided by the Buyer when placing an order.

Use of the online store for viewing and selecting goods, as well as for placing orders, is free of charge for the Buyer.

The online store may be temporarily unavailable due to preventive or other work, as well as for technical reasons.

The actual cost of the order may differ from the preliminary cost in cases of replacement of missing goods or when ordering weight goods, when the actual weight differs from the specified one.

Subject of the Agreement

The Supplier undertakes to transfer, and the Buyer – to pay and accept the Goods in accordance with the terms of this Agreement.

The Supplier guarantees that the supplied Goods are new, not encumbered by third party rights, not in dispute or pledge.

Delivery of goods, works and/or services ordered and paid for by the Buyer is carried out by the online store or third parties attracted by it to the address specified in the Order. Delivery is paid, while the Buyer has the right to pick up the goods independently through self-pickup.

Prices for Goods are indicated on the Site and are reflected in the payment invoice in national currency – tenge, including VAT (if applicable) and other mandatory payments.

The validity period of the price for Goods is indicated in the payment invoice. Upon expiration of the payment invoice validity period, if the Buyer intends to purchase the Goods, the Supplier issues a new invoice.

Goods Information

Goods are presented in the online store through sample graphic images that are the property of the store.

Each image is accompanied by textual information: name, description, technical parameters, color scheme and price.

Information materials presented in the online store are for reference only and cannot fully convey all properties and characteristics of the goods. If questions arise, the Buyer must contact the Supplier.

At the Buyer's request, the online store Operator is obliged to provide additional information for making a purchase decision.

When purchasing goods at a discount established due to its defects or short remaining shelf life, the Buyer loses the right to refer to them in the future.

The Buyer is notified that the Goods indicated in the payment invoice as separate items are not a set.

The Buyer has the right to place an Order for any goods presented in the online store, with a quantity within the availability at the Supplier's warehouse (according to data on the goods page). Exceptions are indicated in the goods description during promotions, goods removal from sale, etc.

Order Placement Procedure

Goods Order is carried out by the Buyer through the Internet site.

The Buyer's expression of will to purchase Goods is expressed by entering the relevant data in the Order form. In case of technical difficulties, the order can be transmitted to the Supplier by email.

The Buyer agrees to the offer by clicking the «Confirm Order» button or by submitting a written application to the email address smkz1@dentalkorzina.com.

The performance of these actions confirms the conclusion of the agreement between the Supplier and the Buyer.

The name, quantity, assortment, article number and price of the selected goods are indicated in the cart on the website.

If necessary, the Supplier may request additional information from the Buyer. In case of its absence, the Supplier is not responsible for the selected goods.

Acceptance of the offer terms is carried out by entering data in the registration form on the website or submitting an application by email. After registration, the Buyer's data is registered in the Supplier's database.

When placing an order, the Buyer is obliged to provide the following information: - For individual entrepreneurs: Full name (in Russian), IIN, bank name, bank account number; - For legal entities: full name (in Russian), BIN, bank name, bank account number; - Postal address (with index) for delivery, email address, contact phones.

The Buyer is responsible for the accuracy of the information provided. In case of incorrect data, if the Supplier cannot contact the Buyer within two days, the Order is considered cancelled.

After placing the order, it goes to the Supplier for processing.

Supplier employees check the correctness of filling out the form, availability of goods and clarify delivery terms.

In case of errors, the Supplier Operator contacts the Buyer by email or phone.

If goods are available in the warehouse, preparation for shipment is carried out within two working days after receiving 100% payment to the Supplier's current account. Alternative terms are agreed separately.

In case of absence of ordered goods, the Supplier may cancel the item from the Order or replace it with an alternative one after agreement with the Buyer.

After placing the order, the Supplier confirms it by sending information to the Buyer's email with the name, size, price and total amount of the order, or contacts them by phone.

If goods are not available in the warehouse, the online store Operator is obliged to notify the Buyer about this.

If goods are not available, the Buyer has the right to replace them with other goods or cancel the order.

Goods Payment

Payment methods and procedures are indicated on the website in the «Payment» section.

Payment is made in the order of 100% prepayment of the total cost of Goods indicated in the payment invoice, within its validity period. Other terms are agreed in writing.

Payment for Goods is made by transferring funds to the Supplier's bank account or by other agreed methods.

Payment by bank transfer is made according to the issued invoice within three banking days. The payment obligation is considered fulfilled from the moment funds are credited to the Supplier's account.

The price of each Goods item is indicated in tenge.

The total cost of the Order includes the catalog cost of goods and delivery cost (except for cases described in clause 4.3 of the Agreement).

Goods prices may be changed by the Supplier unilaterally without notifying the Buyer. The invoice is valid for 3 banking days, after which it is cancelled.

By making payment, the Buyer expresses agreement to purchase the Goods at the price indicated on the selected item page.

Goods Delivery and Acceptance Terms

Delivery methods, procedures and terms are indicated on the website in the «Delivery» section.

Transfer of ownership and risk of loss or damage to goods passes to the Buyer from the moment of transfer of goods or to his representative when signing the goods waybill.

The Supplier provides delivery services taking into account the features provided for in clause 4.3 of the Agreement.

The delivery location is indicated by the Buyer when placing the Order.

The delivery period consists of order processing time and delivery, not exceeding 30 working days.

Shipments are delivered to the specified address of the Buyer or his authorized representative by power of attorney.

When transferring goods, the Supplier transfers waybills, work completion certificate, and the Buyer provides a properly executed power of attorney. E-invoice can be obtained at esf.gov.kz. If there is no power of attorney, goods are not transferred.

For proper delivery, the Buyer is obliged to: - Provide a phone number and answer the courier's call; - Ensure vehicle passage and courier passage to the delivery location; - Ensure goods acceptance within no more than 15 minutes. If these conditions are violated, the Supplier has the right to refuse free delivery, and the Buyer can pick up the goods independently or pay for delivery.

The order is considered fulfilled from the moment of goods transfer to the Buyer.

If the Buyer is a legal entity, a seal imprint must be placed on the waybill, and when paying by bank transfer – the original power of attorney must be transferred.

If it is necessary to deliver oversized cargo or comply with special delivery conditions, delivery is carried out by a carrier. Ownership and risk pass from the moment of goods transfer to the carrier upon signing the relevant documents.

Delivery time to regions depends on the distance of the settlement specified by the Buyer.

The Buyer is obliged to accept goods by quantity and assortment upon receipt.

When receiving goods, the Buyer checks their compliance with the waybill by name, quantity, quality and completeness.

The Buyer's signature on the waybill means the absence of claims to the external appearance and completeness of the goods.

Goods acceptance by assortment, quantity and quality (external defects) is carried out within 24 hours from the moment of receipt. After this period, claims are not accepted.

In case of discrepancies or external defects, an act is drawn up, which must be signed by the Buyer's authorized representative and sent by email: smkz1@dentalkorzina.com with the order number.

The Supplier considers the act within 5 working days and contacts the Buyer's representative.

Based on the results of the act consideration, the parties make a decision on goods exchange or refund.

Absence of an act confirms the transfer of goods of proper quality.

Quality claims (hidden defects) are accepted by the Supplier within 5 working days from the delivery date, or within the shelf life/warranty period, subject to compliance with instructions.

Buyer claims are accepted within the established timeframes.

The Supplier's representative is obliged to arrive within 2 working days after notification. Before arrival, the Buyer is obliged to ensure goods storage. If there is no arrival, an act is drawn up.

Upon confirmation of the fact of supplying substandard goods, the Supplier replaces them or returns the cost at their own expense.

Quality claims do not apply to defects that arose due to mechanical damage, extreme temperatures, improper use or natural disasters.

The warranty period for Goods begins to run from the moment of transfer to the Buyer. The warranty does not apply to defects that arose after transfer due to violation of instructions.

If the Order is not fulfilled due to the Buyer's fault (for example, untimely appearance for goods receipt), the Supplier has the right to demand payment for delivery services, and the repeated call is paid by the Buyer.

Goods Return Procedure

Medicines, medical products and underwear are not subject to exchange and return.

Only Goods of improper quality are subject to return and exchange.

Goods of improper quality means goods with manufacturing defects that do not correspond to the description on the website. Such goods can be returned within the shelf life specified in clause 8.21 of the Agreement.

Goods return/exchange is carried out from 15:00 to 17:00 Monday to Friday at the Supplier's warehouse.

Before return/exchange, an examination is carried out at an authorized service center at the Buyer's expense. If the defect is not confirmed, the Supplier does not reimburse the costs of examination and transportation.

Goods replacement is carried out after the examination.

Goods cost refund is carried out to the Buyer's bank account within 3 working days.

Return of Goods of improper quality is carried out within 3 days after the examination completion.

Replacement or return of goods transferred in violation of terms by quantity/quality/assortment is carried out within 3 days from the moment of goods receipt, subject to compliance with acceptance rules.

Parties' Liability

In case of violation by the Supplier of the goods transfer deadline by more than 10 working days, starting from the 11th day, the Supplier pays a penalty in the amount of 0.1% of the cost of undelivered goods for each day, but not more than 10% of the cost.

If the Buyer violates the self-pickup deadline by more than 10 working days, he pays a penalty in the amount of 0.1% of the goods cost for each day, but not more than 10% of the cost.

In case of Agreement termination at the initiative or fault of the Buyer, or refusal to accept goods, the Buyer pays a fine in the amount of 50% of the goods cost and goods transfer services; the remaining 50% is returned within 5 working days after goods sale.

If the Buyer does not pay the invoice within the established timeframes, the Supplier has the right to terminate the Agreement or change the supply terms and goods cost unilaterally.

Access to Buyer Information

The Supplier collects and processes the following Buyer data: - For individual entrepreneurs: Full name, IIN, delivery address, phones, email, bank and account number; - For legal entities: full name, BIN, delivery address, phones, email, bank and account number.

Data collection and processing is carried out for the fulfillment of Agreement terms and goods delivery.

By placing an Order through the Internet site, the Buyer gives consent to the collection and processing of personal data for the fulfillment of obligations.

When collecting and processing data, no other purposes are pursued other than those specified in clause 11.2.

Information provided by the Buyer is confidential, and the Supplier undertakes not to disclose it.

Providing information to agents and third parties acting on the basis of an agreement with the Supplier is not considered a violation of confidentiality, as well as providing publicly available information about the Buyer to the Supplier's partners.

Disclosure of information to authorized persons in accordance with legislation is not a violation of confidentiality.

The Supplier is not responsible for the accuracy of information provided when placing an Order. Changes in details must be notified to the Supplier in writing by the Buyer.

The Buyer undertakes not to disclose to third parties the login and password specified during registration. In case of suspicions of unauthorized use, the Buyer must immediately notify the Supplier.

Dispute Resolution

Questions, suggestions and claims regarding the online store operation are sent to email: smkz1@dentalkorzina.com or by phone: +7(700)766-76-76, +7(700)799-79-79. Information is processed within 5 working days. In case of disputes, the parties apply to the Specialized Interdistrict Economic Court of Almaty in accordance with the legislation of the Republic of Kazakhstan.

Invalidity of one provision of the Agreement does not entail invalidity of the remaining provisions.

The parties are released from liability for non-fulfillment of obligations in case of force majeure.

This Agreement Validity Period

Performance of obligations under this Agreement begins from the moment of receiving full payment and ends with full performance of obligations by the parties.

Force Majeure

The parties are released from liability for partial or complete non-fulfillment of obligations if this is related to force majeure circumstances (war, earthquake, flood, fire, blockade, legislative restrictions, etc.) that arose after the conclusion of the Agreement.

The party referring to force majeure is obliged to notify the other party within 3 days in writing.

Upon termination of force majeure, the party indicates the deadline for fulfilling obligations.

The deadline for fulfilling obligations is extended for the duration of force majeure circumstances.

Parties' Guarantees

Each party guarantees that: it is established and legally exists in accordance with the legislation of the Republic of Kazakhstan; the presence of consent of the authorized body to conclude this Agreement is properly formalized; the person signing the Agreement has the authority to sign it on behalf of the party; in case of reorganization or liquidation, all obligations pass to the legal successor.

Anti-Corruption Clause

The parties undertake not to give, not to pay, not to offer, not to promise and not to agree to give or pay money or other valuables to employees of state bodies, ministries, agencies, departments, intermediary state organizations, as well as their representatives for the purpose of influencing official actions or decision-making.

The parties undertake to comply with applicable laws of the Republic of Kazakhstan on anti-corruption.

Confidentiality

Any information and documents under this Agreement are the property of the parties and are not subject to transfer to third parties without prior written consent, and are also not used for other purposes other than the fulfillment of this Agreement.

«Confidential Information» means non-public information about the terms and conditions of the Agreement, information about products, services, marketing, know-how, technical, financial and any other business information received within the framework of the Agreement.

Confidential information does not include data that has become publicly available, was known before receipt, was received from third parties without violating terms or is subject to disclosure by legislation or court decision.

The Buyer acknowledges that in the process of fulfilling the Agreement, he receives access to the Supplier's confidential information, the transfer of which to third parties significantly reduces its value.

During and after termination of the Agreement, the Buyer undertakes not to disclose confidential information, except in cases where it is necessary for employees who need access to fulfill the Agreement.

The Buyer discloses confidential information only to employees who are notified of its official and confidential nature and are obliged to comply with confidentiality terms.

The Buyer is responsible for the actions of his employees who have received confidential information and compensates for damage in case of its disclosure.

Other Terms

The legislation of the Republic of Kazakhstan applies to the relations between the Buyer and the Supplier.

If necessary, the parties have the right to formalize a goods supply agreement in the form of a written bilateral agreement that does not contradict the offer.

The Supplier's address and details are indicated on the website in the «Contacts» section.