PUBLIC OFFER AGREEMENT FOR GOODS SUPPLY

ЭТАЖИ ГРУП (ETAZHY GROUP LLC) (hereinafter the "Supplier") offers any legal entity or individual entrepreneur (hereinafter the "Buyer") to enter into this Agreement for the supply of Goods (hereinafter the "Agreement"), which constitutes a public offer pursuant to Article 435 of the Civil Code of the Russian Federation. The Supplier and the Buyer are collectively referred to as the "Parties".

Terminology

The terms used in this Agreement have the following meanings:

Offer Agreement — this Agreement for the supply of Goods.

Invoice-Offer — a written proposal (offer) from the Supplier to conclude a supply agreement, containing specific terms of the contractual relationship between the Parties regarding quantity, price of Goods, delivery and payment, and payment details for fund transfer. Each Invoice-Offer is assigned a unique number that also serves as the agreement number.

1. Subject of the Agreement

1.1 The Supplier shall transfer ownership of the Goods to the Buyer, and the Buyer shall pay for and accept the Goods in the manner and on the terms provided by this Agreement.

1.2 The name, quantity, price of the Goods, delivery terms and other details are determined following negotiations between the Parties and specified in the Invoice-Offer. A copy of the Invoice-Offer sent to the Buyer by email is deemed authentic and equivalent to the original.

1.3 Full or partial payment by the Buyer based on the Invoice-Offer constitutes confirmation of the Buyer's agreement with the terms regarding the Goods, delivery schedule, payment terms, and acceptance conditions set forth in this Offer Agreement.

2. Delivery of Goods

General provisions:

2.1. Delivery of Goods is carried out by the Supplier.

2.2. The Buyer must ensure that its representatives accepting the Goods hold proper authorization (power of attorney). If such authorization is absent, the Goods shall not be delivered, the Supplier's obligation is deemed fulfilled, and the Buyer shall pay storage costs at 1% of the Goods' value per day until actual pickup.

Delivery by the Supplier:

2.3. When delivery is carried out at the Supplier's expense, the Supplier may use any carrier. The Supplier or carrier shall notify the Buyer's contact person specified in the Invoice-Offer of the shipment and estimated delivery date no later than 1 business day prior to delivery.

2.4. If the Buyer refuses to accept the delivered Goods or lacks proper authorization, the Goods shall be returned to the Supplier's warehouse at the Buyer's expense. The Buyer may subsequently collect the Goods on a self-pickup basis only after compensating said expenses.

2.5. The Supplier may deliver Goods early and/or partially, and the Buyer agrees to accept such delivery. The Buyer may not refuse Goods delivered late or early.

2.6. Together with the Goods, the Buyer receives a universal transfer document (UTD) with status 1 and a consignment note, which must be signed by the Buyer and returned to the Supplier.

Transfer of ownership:

2.7. Ownership of the Goods and the risk of accidental loss or damage pass to the Buyer:

2.7.1. Upon shipment from the Supplier's warehouse — at the moment of transfer to the Buyer or its representative.

2.7.2. Upon shipment by a carrier — at the moment of transfer to the first carrier.

3. Acceptance of Goods

3.1. Acceptance of Goods is carried out by the Buyer in accordance with the applicable instructions on acceptance of goods by quantity and quality, with the specifics established by this Agreement.

3.2. The Buyer must inspect the Goods upon delivery and accept them at the time of transfer. The Goods are deemed accepted in terms of externally visible defects, quantity, completeness, packaging, documentation, and assortment if no claims are raised at the time of delivery. Acceptance is confirmed by the Buyer's signature on the transfer documents. Post-acceptance claims are not accepted except as provided in clause 4.3.

3.3. Inspection for hidden defects or quantity verification requiring unpacking must be completed within 1 calendar day of delivery. The Buyer must notify the Supplier of any defects within the same period. If no claims are raised within this time, the Goods are deemed accepted without objection.

3.4. The Buyer must sign and return the second copy of the documents by registered mail within 30 calendar days of delivery. If the documents are not returned within this period, the Goods are deemed accepted under the terms of the Supplier's copy of the UTD, and a unilateral act signed by the Supplier serves as the confirming document.

4. Liability of the Parties

4.1. The Parties shall be liable for non-performance or improper performance of their obligations under this Agreement in accordance with the laws of the Russian Federation.

4.2. In the event of late payment, the Supplier may demand a penalty of 0.1% of the unpaid amount per day of delay.

4.3. If the Buyer refuses to perform without lawful grounds, including refusal to accept the Goods, or if the Supplier terminates due to the Buyer's breach, the Supplier may demand a penalty of 50% of the value of the Goods in question.

4.4. Payment of penalties does not release the Parties from their obligations.

4.5. The Supplier's liability for damages is limited to direct damages only.

5. Term and Termination

5.1. The Agreement is deemed concluded from the date of full or partial payment of the Invoice-Offer by the Buyer, which constitutes acceptance of the offer pursuant to Article 438 of the Civil Code. Acceptance is full and unconditional.

5.2. The Agreement may be terminated early by mutual written consent of the Parties, or in other cases as provided by law and this Agreement.

5.3. The Parties specifically agree that loss of the Buyer's interest in the Goods, changes in the Buyer's requirements, or misunderstanding of the Goods' properties at the time of contracting shall not constitute grounds for termination under Article 451 of the Civil Code.

5.4. The Supplier may unilaterally terminate the Agreement if delivery is impossible, provided the decision is made within 5 business days of payment. The Supplier must refund the funds within 5 business days and notify the Buyer within 3 business days.

5.5. Termination of the Agreement does not release the Parties from obligations arising prior to the termination date.