Public Offer for Conclusion of the Goods Sale and Purchase Contract in the "Delo" Online Store

Russian Federation, St. Petersburg.

Edition No. 1 dated 01 July 2020

Brodach Arseny Alexandrovich the individual entrepreneur hereby in the manner provided for in paragraph 2 Art. 437 of the Civil Code of the Russian Federation offers to the unlimited number of persons to conclude the Goods Sale and Purchase Contract on the terms set out below (public offer).

This offer acceptance (paragraphs 1, 3 Art. 438 of the Civil Code of the Russian Federation) is formation of the Order in the online store, or payment for the goods, or performance of other actions indicating the intention to conclude the Sale and Purchase Contract. The Sale and Purchase Contract should be considered concluded on the terms of this offer at the time of the acceptance receipt (paragraph 1 Article 433 of the Civil Code of the Russian Federation). Proper execution of these regulations is equally binding on both parties to the transaction.


Terms and Definitions:

The Seller is the individual entrepreneur Brodach Arseny Alexandrovich (OGRNIP Primary State Registration Number of the Sole Proprietor: 316784700086607, Taxpayer Identification Number (INN): 784201883931, address: apt. 8, house 40, Shpalernaya str., St Petersburg).

The Buyer is any legally capable individual or legal entity who/that, in accordance with the established procedure, has accepted this offer.

The Parties are joint reference to the Seller and the Buyer.

The Contract is the Goods Sale and Purchase Contract concluded between the Seller and the Buyer in the manner of acceptance by the Buyer of this offer.

Site is one of the Internet resources available at: http://www.delo-design.com, http://www.en.delo-design.com. The term "Site" is used to refer to any pages of the specified Internet resources.

Goods shall be understood to mean furniture, accessories, elements of interior decor, as well as other goods presented on the Site.

Goods consignment is the set of commodity units selected by the Buyer on the Site or through communication with the Manager. The Goods consignment composition is recorded in the Buyer's Order, or in the invoice.

The Order shall be understood to mean the Buyer's request for purchase of a specific Goods consignment. The order is formed by the Buyer independently by sending the necessary Goods to the basket on the Site, or as part of communication with the Manager.

The Manager shall be understood to mean the representative of the Seller, authorized to agree with the Buyers the Goods purchase terms, as well as to perform other actions. The Manager's contacts are indicated on the Site.

The Invoice shall be understood to mean the invoice for payment, which can be issued by the Seller to the Buyer after the Goods Consignment Order receipt if the Buyer chooses the "transfer to the settlement account" payment method. The invoice contains indication of composition and price of the Goods Consignment.

A payment link is a URL sent by the Seller to the Buyer that redirects the Buyer to a separate secure webpage for completing a cashless payment for an order of goods. Along with the payment link, an order is sent to the Buyer, containing details of the goods order, including the quantity and price.

Carrier is the third party organization that provides transportation services and /or related forwarding and logistics services.


1. Subject of the Contract
1.1. The Buyer orders, and also undertakes to accept and pay for the Goods, and the Seller undertakes to transfer the Goods to the ownership of the Buyer.
1.2. Content and conditions of the Goods Order are formed in one of the following ways:
• By independent selection by the Buyer of the necessary Goods from the catalog on the Site, sending the selected Goods to the basket and executing the Order.
• By agreeing on the Order composition with the Manager.
1.3. The Contract is concluded by the Buyer's acceptance of this offer (hereinafter referred to as the Contract). Full and unconditional acceptance is the Buyer's performance of any of the following actions:
• Placing an Order on the Site.
• Payment for the Goods in any way.
• Coordination of the terms of purchase and sale of the Goods with the Manager.
• Performing other actions that clearly indicate the intention to conclude the sales and purchase contract with the Seller.
1.4. The Contract is concluded in relation to the Goods, which will be created or acquired by the Seller in the future (paragraph 2 Article 455 of the Civil Code of the Russian Federation).
1.5. The Contract is concluded on the basis of the Buyer's acquaintance with the Goods description offered by the Seller through the online catalog, booklets, photographs (remote method of selling the goods, provided for in paragraph 2 Article 497 of the Civil Code of the Russian Federation).


2. Price and payment for the Goods
2.1. The prices for the Goods are set by the Seller unilaterally and without dispute. The prices for the Goods are indicated on the Site pages.
2.2. The price for the Goods indicated in Russian rubles.
2.3. The price of the Goods delivery and other possible services shall not be included in the price of the Goods.
2.4. The price for the Goods (the Goods Consignment) under the specific Order is set when placing the Order (item 1.2).
2.5. Payment for the Goods is made in non-cash form by bank transfer using Internet acquiring systems or other payment providers and systems for payments acceptance via the Internet, or by direct bank transfer to the Seller's settlement account. At the Buyer’s request, the payment for the goods can also be made in the Seller's showroom through cash payment at the cashier or via a bank terminal.
2.6. The Buyer undertakes to pay for the Goods in the form of advance payment in full of its value (full prepayment) within 2 (Two) days from the Order formation date or from the date of invoicing (in case of payment by bank transfer).
2.7. Terms for the Goods sale in installments or using credit funds are not provided for by this Contract (Offer) and, if necessary, may be additionally agreed by the Parties.
2.8. The transfer of data to the Seller, necessary for sending electronic receipts, confirms the Buyer's consent to receive them. The Seller is not responsible for non-receipt of electronic receipts in case the Buyer provides inaccurate data for sending. The Buyer receives one receipt upon full payment with the payment attribute "Full payment" (Letter from the Federal Tax Service dated 15.11.2021 No. AБ-3-20/7479@).
2.9. When paying for the Goods by bank card, the payment processing (including card number entry) takes place on a secure page of the processing system that has undergone international certification. The Seller does not have access to the Buyer’s confidential information (card details, registration information, etc.); its processing is fully protected, and no one, including the Seller, can access the Buyer’s personal and banking data. The Payment Card Industry Data Security Standard (PCI DSS) is applied when handling card data, ensuring the secure processing of the cardholder's bank card details. The Seller is not responsible and cannot be responsible for the security of banking data, as it does not have access to it. When conducting transactions, the parties assume that the technology used by payment systems for data transmission guarantees security in transactions involving bank cards by using protection protocols of the respective payment system and secure banking networks with the highest level of protection.
2.10. Payment for the Goods is not subject to VAT due to the application of the simplified tax system by the Seller (paragraph 2 Article 346.11 of the Tax Code of the Russian Federation).


3. The Goods transfer terms
3.1. The Seller undertakes to transfer the Goods to the Buyer within the agreed period.
3.2. If the Parties do not agree on the Goods transfer terms, the Seller undertakes to transfer the Goods to the Buyer within 35 (Thirty five) business days.
3.3. The Goods transfer terms shall begin to expire on the next working day after the day the Seller receives payment for the Goods (item 2.5).
3.4. The Goods transfer terms cease to expire on the day the Buyer is notified by e-mail about readiness of the Goods for transfer (in the case of self-pickup of the Goods), or on the day of the Goods transfer to the Carrier (in the case of the Goods delivery by the Carrier or another third party).
3.5. The Seller has the right to transfer the Goods to the Buyer ahead of schedule.
3.6. The Buyer has the right to early refuse from the Goods (performance of this Contract), subject to the costs reimbursement to the Seller incurred in connection with this Contract execution (paragraph 4 Article 497 of the Civil Code of the Russian Federation). These costs include: costs associated with purchase by the Seller of the necessary Goods in order to their further transfer to the Buyer; costs associated with the order by the Seller of the necessary Goods production in order to their further transfer to the Buyer; costs associated with the actions performance related to the Goods customs clearance or payment for the corresponding services of third parties; costs associated with purchase of raw materials and other materials necessary for the Goods production; expenses related to remuneration of the employees and third parties involved in connection with purchase and /or production of the Goods; costs related to payment of taxes, fees, customs and other duties related to this Contract execution; logistics costs; other costs. The parties additionally agreed that if the Buyer refuses the Goods (execution of the Contract) after 7 (Seven) working days from the Goods advance payment date, the Seller's costs amount to at least 80% of the price of the Goods that the Buyer refused. Reimbursement of these costs is made by the Seller unilaterally, in the acceptance-free manner, at the expense of the amount of the advance payment received for the Goods.
3.7. If the Buyer avoids accepting the Goods, the Seller has the right to demand from the Buyer the fee for the forced storage of the Goods at the rate of 0.1% of the total price of the Goods for each storage day, starting from the 10th (Tenth) day of forced storage.


4. Acceptance and transfer of the Goods
4.1. If the Order provides for the Goods delivery, the Seller undertakes to transfer the Goods to the Carrier for delivery to the Buyer within the prescribed period. The Seller's obligation to transfer the Goods should be considered fulfilled from the moment the Goods are transferred to the Carrier. The risk of accidental loss, damage or forfeit of the Goods passes to the Buyer:
• at the time of the Goods loading onto the Carrier's vehicle - if the total price of the Goods under the order exceeds 10 000 rubles.
• at the time of the Goods transfer to the Buyer - if the total price of the Goods under the order does not exceed 10 000 rubles.
Delivery is made to the address specified by the Buyer when placing the Order.
4.2. If the Order does not provide for the Goods delivery, the Buyer undertakes to accept the Goods on terms of self-pickup from the Seller's warehouse within 3 (Three) days from the date of notification by the Seller about readiness of the Goods for transfer. The risk of accidental loss, damage or forfeit of the Goods passes to the Buyer at the time of the Goods acceptance. The Seller's warehouse address is indicated on the Website.
4.3. The Goods transfer is made only on condition of its full payment. If the Buyer is in arrears to pay for the Goods or services for their delivery (or other agreed services), the Goods transfer of is not made. This should be considered as a delay in the Goods acceptance, admitted through the fault of the Buyer.
4.4. If the Goods delivery on the agreed date and time becomes impossible due to the fault of the Buyer (due to the absence of the Buyer or another person capable of accepting the Goods at the Facility), re-delivery is made on the reimbursable basis at the price agreed by the Parties, or on the terms of self-pickup from the Seller's warehouse.
4.5. Upon acceptance of the Goods, the Buyer undertakes to check the Goods by number of places and/or number of packages, as well as to carry out complete visual assessment of the Goods condition, to check the Goods conformity to the Order, assortment, quality, quantity of the Goods received. In case of acceptance without inspection, the Buyer is not entitled to further refer to the defects of the Goods that can be identified as part of visual inspection of the Goods (obvious shortcomings).
4.6. If defects of the Goods are discovered during their acceptance, the Buyer undertakes to immediately notify the Seller about this, indicating specific and exhaustive list of the identified shortcomings.
4.7. If the Goods are delivered by third parties (transport company, carrier, courier, etc.), the Buyer undertakes to send to the Seller one copy of the signed Goods acceptance and transfer certificate or the invoice.
4.8. If after the expiration of the 30-day period, the Buyer has no claims regarding the quality and quantity of the delivered Goods, all terms of the offer agreement are considered to be fully and properly fulfilled, and the transaction is deemed to be closed.


5. Rights and obligations of the Parties
5.1. The Seller is obliged to:
5.1.1. Provide the Goods in due time, in full and of proper quality.
5.1.2. Timely notify the Buyer on the circumstances that may lead to delay or impossibility of the Goods delivery on the agreed terms.
5.2. The Seller has the right to:
5.2.1. Demand payment for the Goods and related services.
5.2.2. Charge the Buyer the fee for the forced storage of the Goods.
5.3. The Buyer has the right to:
5.3.1. Require timely transfer of the Goods.
5.3.2. Request information about the current status of the Order.
5.4. The Buyer is obliged to:
5.4.1. Pay for the Goods on the terms of this Contract (Offer).
5.4.2. Ensure the possibility of timely acceptance of the Goods.
5.4.3. Ensure storage and subsequent operation of the Goods in dry, heated, ventilated rooms, protected from direct sunlight, at a distance of at least 1 (One) meter from heating devices and appliances, at the air temperature from +10 to +24 C and relative humidity within 35-65%.
5.4.4. (Relevant for furniture) Ensure that the premises in which the Goods will be used meet the following requirements:
• All repair and finishing work must be completed in the room.
• Walls should be flat, vertical, linking angles – are of 90 degrees.
• The floor must be level, the permissible floor slope must not exceed 2 cm for the length of the room.


6. Warranties and representations
6.1. The Seller hereby assures the Buyer that the Goods being sold:
• Belong to the Seller on the right of ownership;
• are free from any encumbrances with the rights of third parties (not under arrest, not pledged, in rent, leasing, in the operational management of third parties, etc.).
• Do not apply to the categories of goods, which circulation is limited or prohibited by the legislation of the Russian Federation.
6.2. The Seller warrants and assures that he has full right to conclude this Contract in relation to any Product specified on the Site.
6.3. The Buyer hereby assures the Seller on the following facts:
• Option A (for individual bodies and individual entrepreneurs): The Buyer is the individual fully legally capable of acting in the meaning of Art. 21 of the Civil Code of the Russian Federation. The Buyer has the right to independently conclude this Contract without any consent or approval of any third parties. There are no actual or legal obstacles to conclusion of this Contract from the Buyer's side.
• Option B (for legal entities): The Buyer is the active legal entity registered in accordance with the procedure established by law and has full legal capacity within the meaning of Art. 49 of the Civil Code of the Russian Federation. This Goods purchase transaction is not large for the Buyer in the meaning of Art. 46 FZ dated 08.02.1998 No. 14-FZ "On Limited Liability Companies". The Buyer has every right to enter into this Contract without the additional consent or approval of any third parties. There are no actual or legal obstacles to conclusion of this Contract from the Buyer's side.
6.4. The Buyer hereby assures the Seller on the following facts:
• Buyer has exercised due diligence in selecting the Goods.
• The Seller provided the Buyer with complete and comprehensive information about the Goods, their consumer characteristics, properties and qualities. The Seller provided the Buyer with complete and comprehensive information regarding the terms of purchase of the Goods (payment procedure, delivery term, other conditions). The information provided is fully sufficient to make a decision on the purchase of the Goods.
• The Buyer independently chose (or agreed) functional features, dimensions, color, material, coverage of the commodity items.


7. Consent to the personal data processing
7.1. When placing an Order, as well as when performing other actions as part of the Contract execution the Buyer provides (or may provide) the Seller with the following personal data:
• Surname, name, patronymic;
• Date and place of birth;
• Passport data, taxpayer individual number, bank details, address of the registration place or place of stay, residence permit (where and if applicable);
• Contact phone number;
• E-mail address;
• Goods delivery address;
• Other information directly or indirectly related to the Buyer.
7.2. The Buyer gives his consent to the Seller to perform the following actions in relation to the Personal Data:
• to process using automated tools and database management systems, as well as without using such tools the personal data, including their collection, recording, systematization, accumulation, storage, clarification (updating, modification), extraction, use, distribution (including transfer (provision, access) to third parties on the territory of the Russian Federation and cross-border transfer, depersonalization, blocking, destruction of personal data, as well as their transfer to third parties who/that have agreements or other contracts with the Seller, for the purpose of further processing (including collection, systematization , accumulation, storage, clarification (update, change), use, distribution (including transfer on the territory of the Russian Federation and cross-border transfer, where and if applicable), depersonalization, blocking, destruction of personal data).
• To use the Buyer's personal data in any way for the purpose of conducting marketing programs, promotions and advertising campaigns.


8. Warranty obligations
8.1(Relevant for furniture) The warranty period for the Goods shall constitute 2 (two) years from the date of their transfer.
8.2. In case of discovery of the Goods hidden defects or rejects, the Buyer is obliged to notify the Seller about this, as well as send by e-mail photo and video materials demonstrating the revealed defect.
8.3. The Seller undertakes to study the materials sent by the Buyer within 7 (Seven) days.
8.4. If the identified defects are a warranty case (are of production nature or arose before the Goods transfer to the Buyer), the Seller undertakes to eliminate the defects or replace the Goods. The defects elimination term corresponds to the Goods transfer term (items 3.1, 3.2)
8.5. In the event of a dispute regarding the Seller's warranty obligations existence in relation to the identified deficiencies, the Party concerned shall conduct the Goods examination.
8.6. The Goods examination costs shall be borne by the Party that initiated the examination. The party that initiated the examination is obliged to promptly notify the other Party on the date and place of the examination, otherwise the expert's opinion will not be admissible evidence when settling the dispute between the Parties.
8.7. The Seller does not have warranty obligations if the identified deficiencies have arisen due to:
• Errors made during the assembly/disassembly of the Goods;
• Mechanical impact admitted by the Buyer after acceptance and transfer of the Goods;
• Careless use of the Goods;
• Use of the Goods for other purposes;
• Violations of the temperature and humidity conditions of storage and operation of the Goods (item 5.4.3);
• Application of chemically aggressive substances or abrasive powders to the Goods;
• Violation of Goods operation and maintenance Rules indicated in Operation and Maintenance FAQ section on the Website;
• Third party actions;
• Impact of natural forces (fire, flooding, etc.);
• Moving (relevant for furniture);
• Self-dismantling/assembling of the individually manufactured Goods by the Buyer or third parties.
8.8. (Relevant for upholstered furniture) Slight pilling of textile, creases and folds are not a warranty case.
8.9. (Relevant for lacquered and painted furniture) Minor scratches and other traces of operation are not a warranty case.



9. Goods return procedure
9.1. The Buyer shall have the right to return the Goods within the Guarantee Period in the event of significant and/or irreparable manufacturing defects identification. In this case, the Buyer undertakes to send the Seller the defects identification notification with the Goods return request and attaching photo or video materials fully demonstrating the identified defect. The Seller undertakes to study the received materials within 10 (ten) days. If the Buyer's requirements are justified, the Seller undertakes to exchange the Goods, or (if there is no exchange) to return payment for the defective Goods, as well as to carry out return shipment of the defective Goods at its own expense.
9.2. Taking into account the remote method of selling the Goods, the Buyer has the right to refuse the Goods within 7 (seven) days after their transfer, provided that their market appearance, consumer properties and qualities are preserved (article 26.1 of the Law of the Russian Federation "On Protection of Consumer Rights"). In this case, the Buyer undertakes to pack and send the Goods to the Seller on his/her own and at the own expense. The Seller undertakes, within 5 (five) working days upon receipt of the Goods, to check them for market appearance and consumer qualities preservation. In case of the proper condition of the Goods, the Seller undertakes to return payment for the Goods within 5 (five) business days by transferring to the Buyer's bank account according to the details specified by him/her.
9.3. The Buyer shall have the right to exchange the Goods for the similar Goods from the Seller if they did not fit in shape, dimension, style, color, size or configuration. Exchange of the proper quality Goods shall be carried out if the specified Goods have not been in use, their market appearance, consumer properties, and factory labels have been preserved. The Buyer undertakes to pack and send the Goods to the Seller on his/her own and at the own expense. The Seller undertakes, within 5 (five) working days upon receipt of the Goods, to check them for the market appearance and consumer qualities preservation. In case of proper condition of the Goods the Seller undertakes within 5 (five) business days to exchange the Goods or return payment for the Goods (if there is no proper replacement) by transferring to the bank account of the Buyer under the specified details.
9.4. Provisions of items 9.2, 9.3 hereof do not apply in cases if:
● The Buyer is acting as an individual entrepreneur or legal entity.
● The Goods are purchased for the purpose of completing an office, cafe, store or any other commercial facility (i.e., not purchased for the purpose of satisfying the consumer's household needs)


10. Liability of the Parties
10.1. The parties are liable for violation of their obligations in accordance with the applicable legislation of Russia.
10.2.1. In the event of a delay in fulfilling its obligations, the Seller agrees to pay a penalty, upon written request by the Buyer (a legal entity or an individual entrepreneur), at a rate of 0.1% of the price of the delayed goods per day, not to exceed a total of 10%.
10.2.2. The provisions of clause 10.2.1 do not apply if the Buyer is a private individual who purchased the goods for personal use and is therefore protected under consumer protection law.
10.3. In case of violation of the Goods payment terms, the Buyer undertakes, upon the written request of the Seller, to pay penalty in the amount of 0.1% of the overdue payment amount for each day of delay, but not more than 10% in general.
10.4. The Seller is not responsible for not full attachment of the Goods to the walls, for the unstable position of the Goods in the operation room, if this is the consequence of the increased curvature of the walls or floor in the operation room and / or the Buyer's violation of the obligations provided for in item 5.4.4 of this Contract (Offer).
10.5. The parties admit the presence of slight difference in tonality, color and structure of veneer sheets or solid wood between individual elements of the Goods, as well as the tonality of veneer sheets or solid wood, which is not a defect, but is due only to the natural origin of the raw material. Such difference is not the Goods defects or deficiencies indication.
10.6. Responsibility for the inaccuracy is provided for the assurances of legally significant circumstances (Article 6 of this Contract (Offer)) shall be borne by the Party that fulfilled such assurances.


11. Dispute Resolution
11.1. Any disputes and disagreements under this Contract, the Parties agreed to resolve in the complaint procedure, by sending reasonable and motivated claims.
11.2. Any letters, notifications, claims sent by the Parties to each other through the Russian Post or by the courier services should be considered received after expiration of 7 (Seven) days from the date of sending, unless there is evidence of another date of receipt of the letter by the addressee.
11.3. Any letters, notifications, claims sent by the Parties to each other via e-mail should be considered received by the addressee on the next business day after the day of sending. The Seller sends letters and notifications to the Buyer to the email address that the Buyer indicated when placing the Order.
11.4. The response term for an incoming letter or claim is no more than 10 (Ten) days.
11.5. If it is not possible to resolve disputes through a claim procedure, the Parties agree to submit the dispute as follows:

• Option A (for individual buyers): to a general jurisdiction court in accordance with the Civil Procedure Code of the Russian Federation. This will be the Dzerzhinsky District Court of Saint Petersburg or Justice of the Peace of Judicial District No. 202 in Saint Petersburg, depending on the Seller’s registered location.
• Option B (for legal entities and individual entrepreneurs): to the Arbitration Court of Saint Petersburg and the Leningrad Region.

12. Other terms
12.1. This Contract is concluded by the Buyer making the public offer acceptance posted on the Site.
12.2. The Parties acknowledge the legal force of correspondence by e-mail to the addresses indicated in the details or other e-mail addresses of the Parties. Any documents and materials of such correspondence can be used as appropriate evidence when resolving the disputes in court.


Brodach Arseny Alexandrovich the individual entrepreneur
OGRNIP Primary State Registration Number of the Sole Proprietor: 316784700086607
Taxpayer Identification Number (INN): 784201883931
apt. 8, house 40, Shpalernaya str., St Petersburg, Russia