1. Subject of the agreement

1.1. The Supplier undertakes to transfer (deliver) the products of MARSOFT LLC (hereinafter referred to as the Goods) to the Buyer within the agreed terms, and the Buyer undertakes to accept the Goods and pay certain amounts of money for them.
1.2. The subject of delivery is the specified Goods with the name specified in the Specifications signed by the Supplier and the Buyer, which are an integral part of this Agreement.

2. Terms of delivery

2.1. The Goods shall be delivered by the Supplier on FCA terms (in accordance with the Official Rules for the Interpretation of Trade Terms of the International Chamber of Commerce Incoterms 2010), unless otherwise specified in the Specifications signed by the Parties on both sides. Delivery of the Goods shall be carried out in accordance with the Buyer’s requests.
2.2. The ownership of the delivered Goods shall be transferred to the Buyer upon receipt of the Goods from the Supplier (carrier) under the acceptance certificate or consignment note (waybill).

3. Quantity and range of delivery

3.1. The total quantity of the Goods to be delivered, units of measurement, its partial ratio (assortment, assortment, nomenclature) by varieties, groups, subgroups, species, brands, types, sizes are determined in the Specification by agreement of the Parties.
3.2. The Specifications, as well as their annexes, upon agreement by the Parties, shall be integral annexes to this Agreement.

4. Terms and procedure of delivery

4.1 The Goods shall be delivered upon the Buyer’s prior written request and after the payment of the subscription. The Buyer shall make the application in the manner prescribed by this Agreement.
4.2. The application shall be sent by the Buyer by post to the Supplier’s address or by facsimile to the telephone number: (048) 7373751, or by e-mail — marsoft@ukr.net
4.3. The Supplier shall deliver the Goods in separate batches or simultaneously, in accordance with the Buyer’s requests, not later than 10 (ten) calendar days from the date of payment by the Buyer or within another period specified in the Specifications signed by the Parties on both sides.

5. Quality of the supplied goods and packaging of the goods

5.1. The quality of the Goods shall comply with the standards, technical specifications, other technical documentation establishing the requirements for their quality, or samples (standards). The Supplier shall certify the quality of the Goods supplied by the appropriate documents (hygienic conclusion, technical passport, etc.), which shall be provided to the Buyer together with the Goods.
5.2. The Supplier shall provide the packaging of the Goods necessary for their transportation at its own expense. The packaging shall be properly labeled.

6. Price of the Goods and the amount of the contract

6.1. The base prices for the Goods supplied by the Supplier are free selling prices and are specified in the Specifications. The Parties determine that the base prices for the Goods specified in the Specifications are valid as of the date of conclusion of this Agreement and agreed by the Parties.
6.2. The amount of this Agreement shall consist of the sum of the value of the Goods delivered by the Supplier during the term of this Agreement and specified in the acceptance certificates or invoices.
6.3 Prices are set in the national currency of Ukraine.

7. Payment Procedure

7.1. The Buyer shall make a prepayment in the amount of 100% of the batch amount specified in the Specifications on the basis of the Supplier’s invoice.
7.2. Payment shall be made by the Buyer on the basis of invoices. When making the payment, the Buyer shall indicate in the payment order the number and date of this Agreement and the number and date of the transfer acceptance certificate or consignment note (waybill) under which the Goods were delivered.

8. Responsibility of the parties

8.1. The Party that has violated the obligations set forth in this Agreement and/or the current legislation of Ukraine shall be obliged to compensate the losses caused by this to the Party whose rights or legitimate interests have been violated.
8.2. The composition and amount of compensation for damages shall be determined by the Parties in accordance with the rules established by the Civil Code of Ukraine and the Commercial Code of Ukraine.
8.3. The Parties reserve the right not to apply penalties.

9. Force majeure circumstances

9.1. The parties agreed that in the event of force majeure, namely: war, hostilities, blockade, embargo, currency restrictions, changes in the legislation of the Party that must fulfill the economic obligation, which make it impossible for the Party to fulfill its obligations under this Agreement, fires, floods, other natural disasters or natural phenomena, and the direct impact of such circumstances on the Party that must fulfill the economic obligation, the Party shall be released from fulfilling its obligations for the duration of the said circumstances. If the effect of the said circumstances lasts for more than 60 days, each Party shall have the right to terminate this Agreement and shall not be liable for such termination, provided that it notifies the other Party not later than 20 days prior to termination. A document issued by the Chamber of Commerce and Industry of the country where the said circumstances occurred shall be sufficient proof of such circumstances and their validity period.

10. Term of the Agreement

10.1 This Agreement shall enter into force from the date of its signing.
10.2. This Agreement is valid until December 31, 2025 and may be automatically extended for a period of 1 year or more, unless either Party has expressed in writing 30 days prior to the expiration of this Agreement its desire to terminate this Agreement. The expiration of this Agreement shall not relieve the Parties from fulfilling their obligations under this Agreement that arose before the expiration of its validity.

11. Annexes to the Agreement

11.1. The Specifications, additional agreements and other annexes concluded by the Parties during the term of this Agreement in writing and signed by both Parties shall be integral annexes to this Agreement.
11.2. Neither Party shall have the right to transfer its rights and obligations under this Agreement to a third party without the written consent of the other Party.
11.3. Neither Party shall disclose the provisions of this Agreement to third parties without the direct agreement of the Parties.
11.4. This Agreement is made in the Ukrainian language in two copies, one copy for each of the Parties, which have equal legal force.
11.5. In accordance with the Law of Ukraine “On Corporate Profit Taxation”:
The Buyer has the status of a corporate income tax payer on a general basis. The Supplier shall have the status of a corporate income tax payer on a general basis.
If one of the Parties changes its taxpayer status during the term of this Agreement, it shall immediately notify the other Party in writing of such changes.

12. Details of the Parties

MARSOFT LLC
26/2 Melnytska St., Odesa, 65005, Ukraine
IBAN: UA363052990000026009024914767
“Privatbank”, m. Odesa,
MFO 305299
EDRPOU 44312728
TIN 443127215525
Tel. (048) 737 37 51
E-mail: marsoft@ukr.net