Terms of Sale (Public Offer Agreement)

This document is a translation provided for convenience only. The Russian-language text is legally binding. In the event of any discrepancy between the Russian and English versions, the Russian-language text published at https://vpmerch.ru/ shall prevail.

1. GENERAL PROVISIONS

1.1. This document, published on the website https://vpmerch.ru/, is an official offer (a public Offer under clause 1 of Article 435 and clause 2 of Article 437 of the Civil Code of the Russian Federation) of Invisible Promo LLC (hereinafter the «Seller») and contains all the essential terms of sale, payment, delivery, return and exchange of the goods presented on the Seller's website at https://vpmerch.ru/.

1.2. In accordance with clause 2 of Article 437 of the Civil Code of the Russian Federation (Civil Code), a legal entity or individual who accepts the terms set out below and pays for the services, thereby accepting this Offer, becomes the Buyer (under clauses 1 and 3 of Article 438 of the Civil Code, acceptance of the offer is equivalent to concluding a contract on the terms set out in the Offer), and the Seller and the Buyer together become the parties to the Offer Agreement. The Buyer accepts this Offer Agreement when placing an Order on the Seller's Online Store Website by clicking the «Place order» button, or when paying for the goods if the Buyer is not the recipient of the goods.

1.3. The Buyer undertakes to read the text of this Offer carefully. If the Buyer does not agree with its terms, or with any of its provisions, the Seller invites the Buyer to refrain from entering into the Offer Agreement and from using the Seller's services.

2. SUBJECT OF THE OFFER AGREEMENT

2.1. The subject of this Offer Agreement is the sale to the Buyer of the goods presented on the Seller's website, in accordance with the Order placed by the Buyer.

3. PRODUCT INFORMATION

3.1. Goods are presented on the Seller's Website by means of sample photographs owned by the Seller.

3.2. The sample photographs show one or more types of goods of a particular article number together with text information: article number, the manufacturer's trademark, the company owning that trademark, country of manufacture, composition and price per unit, European sizes and the corresponding Russian sizes, and any other additional information.

4. PROCEDURE FOR PURCHASING GOODS

4.1. The Buyer may register on the Seller's Website https://vpmerch.ru/, with mandatory confirmation that they have read the terms of this Offer Agreement. The Buyer is responsible for the accuracy of the information provided during registration and when placing an Order. Otherwise, the Seller shall not be liable for timely delivery.

4.2. A registered Buyer of the Online Store may place an Order for any Goods presented on the Website and available in the Seller's warehouse. By placing an Order on the Online Store Website, the Buyer undertakes to pay for and accept the Order/Goods, and the Seller undertakes to deliver the paid Order/Goods and transfer ownership of them to the Buyer.

4.3. Orders are accepted by the Seller through the order system integrated into the Seller's Website.

4.4. The Seller may limit the quantity of Goods the Buyer includes in an Order, informing the Buyer accordingly. The limit applies to the total quantity of goods purchased by one buyer, including by placing several orders.

4.5. Upon receipt of the Order, the Seller assigns a responsible manager who, on behalf of the Seller, agrees with the Buyer on all essential terms, including delivery, order cost and payment for the Goods.

4.6. If the Goods are out of stock in the Seller's warehouse, the Seller shall inform the Buyer in writing (by email) or orally (by telephone). In this case, the Buyer may replace the missing Goods with similar Goods, decline those Goods, or cancel the Order.

4.7. The Buyer may fully or partially decline to purchase the Goods at any time before paying for them by notifying the Seller via the dedicated tools built into the Website's ordering system, by email from the address the Buyer provided when registering on the Website, by telephone, or upon delivery of the Goods by a representative of the delivery service (the Seller's own or one working under contract with the Seller).

4.8. The Seller reserves the right to unilaterally stop accepting Orders from the Buyer and shipping Goods to the Buyer, and to restrict the Buyer's participation in Promotions held by the Seller, if the Buyer systematically breaches the terms of this Offer Agreement or adversely affects the operation of the Online Store by overloading its services.

4.9. Confirmations of the agreed terms of shipment, delivery and payment for the Goods are sent by the Seller by email.

4.10. On the basis of the Order received and the agreed terms, the Seller ships the Goods to the Buyer.

5. PROCESSING AND STORAGE OF PERSONAL INFORMATION

5.1. When registering, the Buyer undertakes to provide the following information: surname, first name, patronymic, place of residence (city, town), email address, contact telephone number and password for access to the personal account. For correct processing of the Order and delivery of the Goods, the Buyer provides a correct address and the preferred delivery time slot.

5.2. The Seller is not responsible for the accuracy and content of the information provided by the Buyer.

5.3. All information received by the Seller from the Buyer is confidential and may not be disclosed to third parties without the Buyer's permission, except in the cases described in clauses 5.4 and 5.5 of this Offer Agreement.

5.4. The Buyer consents to the Seller processing the personal data provided (including transferring it to third parties) for the purpose of fulfilling the Seller's obligations to the Buyer under this Offer Agreement, as well as for promoting new Goods and services and for other purposes specified in this Agreement. If the Buyer does not want their personal data to be processed by the Seller, the Buyer shall notify the Seller in writing via the feedback form on the Seller's Website. In this case, the Buyer retains the ability to use the services of the Online Store and to place Orders.

5.5. Information about the Buyer may be disclosed to official authorities strictly in accordance with the requirements of the legislation of the Russian Federation.

5.6. The Buyer may use the services of the online store without registering.

6. PRICE OF GOODS AND PAYMENT TERMS

6.1. Goods ordered by the Buyer on the Online Store Website are paid for in roubles by bank card or by other payment methods specified on the website in the «Shipping & Payment» section.

6.2. Payment for the Order includes the cost of the Goods and the cost of delivering the Goods to the address specified by the Buyer when placing the Order.

6.3. The price of the Goods is shown on the Online Store Website. Delivery costs and terms are set out in the «Shipping & Payment» section of the Website.

6.4. If a price is shown incorrectly, the Seller undertakes to notify the Buyer at the earliest opportunity. In this case, the Buyer may fully or partially decline to purchase the Goods in accordance with clause 4.7 of this Offer Agreement. If the Buyer cannot be contacted, the Order is deemed cancelled.

6.5. The Seller reserves the right to change prices unilaterally. However, the price of Goods already ordered by the Buyer via the Website is not subject to change.

6.6. The Seller reserves the right to change the amount of any discount offered.

7. DELIVERY TERMS

7.1. The Seller delivers the Goods ordered by the Buyer using its own or an external delivery service.

7.2. Delivery times and costs are specified on the Seller's Website in the «Shipping & Payment» section. Delivery costs may vary depending on the weight and dimensions of the Goods, as well as the region, country and delivery method.

7.3. When handing over the Goods to the Buyer, the delivery service representative may request an identity document from the Buyer in order to prevent fraud.

7.4. The Seller undertakes to make every possible effort to deliver the Goods ordered by the Buyer within the time frames stated on the website. However, the Seller is not responsible for delays that are not the Seller's fault.

7.5. Ownership of the Goods and all risks associated with ownership pass to the Buyer when the Buyer receives the Goods, as confirmed by the Buyer's signature on the shipping documents confirming delivery.

7.6. If the delivery date changes, the Seller undertakes to inform the Buyer immediately of the change in delivery terms in order to obtain consent to the new terms of fulfilment of the Order in whole or in part. The Seller informs the Buyer by telephone or electronic means.

8. RETURN TERMS

8.1. When the Goods are handed over by the delivery service representative, the Buyer must check the Goods for the following: completeness, correspondence of the article numbers of the Goods delivered to those in the delivery note, sizes, and absence of external damage.

8.2. If any of the Order parameters specified in clause 8.1 are not met for any article number, the Buyer may decline to purchase and pay for the Goods of that article number. In case of partial refusal of the Goods, the Buyer shall pay the full delivery cost. In case of full refusal of Goods delivered with defects (clause 8.1), the Buyer is exempt from paying the delivery cost.

8.3. If the Seller has fulfilled the Order correctly, the Buyer may fully or partially decline to purchase the Goods when they are handed over by the delivery service representative, while paying the full delivery cost agreed with the Buyer when the Order was placed on the Seller's Website.

8.4. The Buyer may fully or partially return Goods of proper quality within fourteen calendar days of receiving the Order/Goods from the delivery service representative. Goods of proper quality must retain the original appearance, completeness and packaging in which they were handed over to the Buyer. A return can be arranged using a special Return Form, which will be sent to you by a manager of the online store https://vpmerch.ru/. When returning goods of proper quality, the Buyer shall pay the transport costs incurred by the Seller in returning the Goods to the warehouse. The cost of returning goods is determined individually and communicated to the Buyer by email.

8.5. The Seller may refuse to accept returned Goods if the Goods have been used, if the factory packaging is missing or has lost its presentable appearance, if external damage is found, if the numbers on the goods and packaging do not match, if the set is incomplete, or if the factory labels, sales receipt or cash receipt are missing.

8.6. The Buyer may return Goods of improper quality within a warranty period of 14 calendar days from the date of purchase. Goods of improper quality are Goods that are defective and cannot perform their functions. Goods of improper quality may only be returned using a special Return Form sent to you by a manager of the online store https://vpmerch.ru/. The return procedure is described in detail on the Seller's website in the «Returns & Exchanges» section. The return of goods of improper quality requires a mandatory inspection. If it is found that the defects in the Goods were not caused by the Seller, the cost of the inspection shall be borne by the Buyer.

8.7. Refunds are made to the Buyer's bank account within 10 calendar days of a positive inspection result (the inspection finding the quality of the Goods to be improper in accordance with clause 8.6). By separate agreement, funds may be sent by postal transfer or by courier. When Goods of proper quality are returned (clause 8.4), the amount refunded will be reduced by the fee for transferring funds to the Buyer's account or for a courier visit to return the funds, as well as by the cost of returning the Goods from the Buyer to the Seller. When Goods of improper quality are returned (clause 8.6), the Seller reimburses the Buyer for the cost of the returned Goods, the fee for transferring the funds (or the courier visit) and the delivery cost paid by the consumer.

9. LIABILITY OF THE PARTIES

9.1. For non-performance or improper performance of their obligations under this agreement, the Parties are liable in accordance with the current legislation of the Russian Federation.

9.2. The Seller is not liable for the inability to serve the Buyer for any reasons beyond its control, including disruption of communication lines, equipment failure, failure of suppliers of particular services to fulfil their obligations, etc.

9.3. If for any reason the Seller fails to ship the Goods to the Buyer or ships the Goods late, the Seller's liability for such breach of the Offer agreement is limited solely to extending the delivery time of the Goods.

9.4. Under no circumstances shall the Seller bear any liability under the Offer Agreement for: (a) any actions and/or omissions that are a direct or indirect result of the actions/omissions of any third parties; (b) any indirect losses and/or lost profits of the Buyer and/or third parties, regardless of whether the Seller could have foreseen the possibility of such losses; (c) the use (inability to use) and any consequences of the use (inability to use) by the Buyer of the method of payment for the Goods chosen by the Buyer under the Offer agreement.

9.5. The Seller's aggregate liability under the Offer agreement, for any claim or demand relating to the Offer agreement or its performance, is limited to the amount paid to the Seller by the Buyer under the Offer agreement.

9.6. Without prejudice to the above, the Seller is released from liability for breach of the terms of the Offer agreement if such breach is caused by force majeure, including: actions of public authorities, fire, flood, earthquake, other natural disasters, power outages and/or computer network failures, strikes, civil unrest, riots, and any other circumstances, without limitation, that may affect the Seller's performance of the Offer agreement.

9.7. All disputes and disagreements shall be resolved through negotiations between the Parties. If disputes and disagreements cannot be resolved through negotiations, they shall be referred to the Arbitrazh (Commercial) Court of Moscow.

10. TERM, AMENDMENT AND TERMINATION OF THE OFFER AGREEMENT

10.1. The Agreement enters into force at the moment specified in clause 1.2 of this Offer and remains in force until the Parties have fulfilled their obligations.

10.2. If a court declares any provision of this Offer agreement invalid, this does not invalidate the other provisions.

10.3. The Offer Agreement may be terminated by the Buyer only in the event of a material breach of its terms by the Seller, in accordance with the current legislation of the Russian Federation and the terms of the Offer.

10.4. The Offer Agreement may be terminated by the Seller at any time at its discretion by sending the CUSTOMER a corresponding written notice no later than 5 (five) calendar days before the termination of the Offer agreement.

11. WARRANTIES

11.1. Except for the warranties expressly stated in the text of the Offer, the Seller provides no other express or implied warranties under the Offer agreement.

11.2. No information or advice given by the Seller (the Seller's responsible manager) may be regarded as a warranty, as it constitutes consultation.

12. SELLER'S DETAILS

Invisible Promo LLC (OOO «Инвизибл Промо»)

Registered address: 127015, Moscow, Butyrsky municipal district, Novodmitrovskaya St., 5A, bldg. 3, premises 1B/3

Postal address: 127254, Moscow, Rustaveli St., 8, bldg. 1

TIN (INN): 9703000219 / KPP: 770301001

OKATO: 45286575000 / OKPO: 41063886

PSRN (OGRN): 1197746495693

Account number: 40702810102740003752

Bank: Alfa-Bank JSC

BIC: 044525593

Correspondent account: 30101810200000000593

Invisible Management LLC (OOO «Инвизибл Менеджмент»)

Registered address: 127015, Moscow, Butyrsky municipal district, Novodmitrovskaya St., 5A, bldg. 3, premises 1B/3

Postal address: 127015, Moscow, Butyrsky municipal district, Novodmitrovskaya St., 5A, bldg. 3

TIN (INN): 7716759240 / KPP: 771501001

PSRN (OGRN): 5137746048810

Account number: 40702810802570001305

Bank: Alfa-Bank JSC

BIC: 044525593

Correspondent account: 30101810200000000593