Public agreement Goodwin

PUBLIC CONTRACT

for the sale of goods

This contract is public, meaning that in accordance with Article 633 of the Civil Code of Ukraine, its terms are the same for all buyers without providing any preference to one buyer over another regarding its conclusion.

By entering into this Agreement, the Buyer fully accepts the terms and conditions of order placement, payment, delivery, product return, responsibility for the improper performance of obligations under this contract, as well as all other conditions of this agreement.

This contract is concluded through the Seller’s offer to enter into the contract (the "offer") and the Buyer’s acceptance (the "acceptance").

This contract, posted on the Seller's website https://goodwin.ua/, is a public offer (offer) of the Seller to enter into a sales contract for the Product.

The Buyer undertakes to familiarize themselves with the content of this Agreement before entering into it. The offer to enter into the contract is considered accepted by the Buyer (accepted) and this Agreement is considered concluded from the moment the Seller issues the invoice for the payment of the Product to the Buyer.

1. Definitions

1.1. Public offer (hereinafter referred to as the "Offer") - a public proposal from the Seller addressed to an indefinite group of persons to enter into this public sales contract for the Product (hereinafter referred to as the "Contract") on the terms specified in this Agreement.

1.2. Product – window and/or door blocks made of PVC, and/or double-glazed windows.

1.3. Buyer – a legally capable individual who is 18 years old, a citizen of Ukraine, who has reached the age of 18 and has submitted a request via the Diia Portal, including using the mobile application of the Diia Portal (Diia) or otherwise, as provided by the procedure approved by the Resolution of the Cabinet of Ministers of Ukraine from April 21, 2023, No. 381, and is the owner (co-owner) of the damaged property, with the ownership rights confirmed, as well as any legally capable individual who is 18 years old, a citizen of Ukraine, intending to purchase the Product using their own funds.

1.4. Seller – Limited Liability Company "GOOD WIN XXI" (identification code 34016825), a legal entity created and operating in accordance with the current legislation of Ukraine, located at: Kharkiv region, Kharkiv district, Vasyshcheve settlement, Ovocheva Street, building 1A.

2. 
   Subject of the Agreement

2.1. The Seller undertakes to transfer the Product to the Buyer’s ownership, and the Buyer undertakes to pay for and accept the Product under the terms of this Agreement.

2.2. The date of conclusion of this Agreement (acceptance of the offer) and the moment of full and unconditional acceptance of the terms of the Agreement by the Buyer is considered the date when the Seller issues an invoice to the Buyer for the payment of the Product. By making the payment in accordance with the invoice, the Buyer confirms that they understand and fully accept the terms of this Agreement.

3. Order Placement
   
   

3.1. The supply of the Product under this Agreement is carried out upon the Buyer’s order, which the Buyer can place in any convenient way:

either at the address: Kharkiv, Zaharodny In'yizd, b. 22 (Seller's office),

or by contacting the Seller via the phone numbers listed on the Seller's website https://goodwin.ua/,

or by sending an email to the address specified on the Seller's website https://goodwin.ua/,

or at any authorized point of sale of the Seller’s Product, marked with the official blue-orange trademark "Goodwin".

3.2. When placing an order, the Buyer and Seller agree on the Buyer’s details, communication methods, phone numbers, email address, installation address, as well as the technical characteristics (size, color, configuration, fittings, etc.) of the Product, based on which a Preliminary invoice is created by the Seller and issued to the Buyer. The Buyer must pay the invoice within 3 (three) banking days from its issuance.

The Buyer understands that the amount indicated in the invoice may increase after the Seller performs actual measurements of the installation openings, and the Buyer undertakes to pay the difference in the Product’s price according to the terms set forth in this Agreement.

3.3. The Seller has the right to refuse to accept the order from the Buyer if the information provided by the Buyer during the order placement is incomplete or raises doubts about its validity.

  
3.4. The Seller guarantees that the Product supplied under this Agreement is not pledged, under arrest, banned from sale, or subject to any encumbrances.

3.5. The Seller is the manufacturer of the Product.

3.6. The Buyer is responsible for the accuracy of the information provided when placing the Order.

3.7. By entering into the Agreement, i.e., accepting the terms of this offer (the proposed conditions for purchasing the Product), by placing the Order, the Buyer confirms the following:

 
a) The Buyer is fully aware of and agrees to the terms of this Agreement;

b) The Buyer consents to the collection, processing, and transfer of personal data, and this consent is valid for the entire duration of the Agreement and for an indefinite period after its expiration. Furthermore, by entering into the contract, the Buyer confirms they have been informed (without additional notice) about their rights under the Law of Ukraine "On the Protection of Personal Data," the purposes of data collection, and that their personal data is provided to the Seller for the execution of this Agreement, for the purpose of settlement, as well as for receiving invoices, acts, and other documents. The Buyer also agrees that the Seller has the right to provide access and transfer their personal data to third parties without any additional notice to the Buyer for the purpose of fulfilling the Buyer’s order. The scope of the Buyer’s rights as a personal data subject under the Law of Ukraine "On the Protection of Personal Data" is known and understood by the Buyer.

4. Price and Payment Procedure

4.1 The preliminary price of the Product is agreed between the Seller and the Buyer at the moment of order placement. At the moment of order placement, the Seller issues a Preliminary invoice for payment to the Buyer.

4.2. The price of the Product includes the cost of measuring the installation openings at the installation address, the price of the Product, the cost of delivery (transportation) of the Product to the installation address, the cost of packaging, the cost of loading and unloading work, the cost of installation (mounting) work, and the cost of consumables used during installation. The cost of forming slopes is not included in the price of the Product. The Seller does not perform any work related to forming slopes.

4.3 The payment procedure under this Agreement is 100% prepayment. The Buyer undertakes to pay the Preliminary invoice issued by the Seller at the moment of order placement within 3 (three) banking days from its issuance.

4.4. After receiving the prepayment, the Seller will carry out the measurements of the installation openings at the installation address, as specified in section 5 "Order Execution Procedure" of this Agreement. After that, a final invoice will be issued based on the actual measurements. The Buyer understands that the price indicated in the final invoice may increase and undertakes to pay the difference (the difference between the amounts stated in the preliminary and final invoices) within 3 (three) banking days from the date the final invoice is issued.

4.5. If the Buyer fails to make the payment as specified in clause 4.3 and/or fails to make the additional payment as specified in clause 4.4, the Seller reserves the right to consider that the Buyer has refused this Agreement and has the right to refuse to fulfill its obligations under this Agreement, and the Agreement is considered terminated.

4.6. If the Buyer fails to make the additional payment in accordance with the conditions of clause 4.4, the prepayment amount will be refunded to the Buyer upon their written request within 3 (three) banking days from the Seller's receipt of such a written request, which must include the Buyer’s surname, first name, patronymic, identification code, and bank details for the transfer of funds.

In the same manner, the difference will be refunded if the price of the Product in the final invoice, issued after the measurements of the installation openings, is lower than the price in the preliminary invoice.

4.7. The Buyer’s obligation to pay for the Product is considered fulfilled upon the receipt of funds into the Seller's account indicated in the invoice.

4.8. Payment for the Product is made in Ukrainian hryvnias by transferring funds to the Seller’s current account indicated in the invoice.

5. Order Execution Procedure

5.1. The Seller will begin fulfilling its obligations under this Agreement only after receiving the prepayment in the manner defined in section 4 "Price and Payment Procedure" of this Agreement.

5.2. Within no more than 5 (five) working days from the moment the prepayment (credited to the Seller's account) is received according to the preliminary invoice, the Seller will send a specialist to the installation address for measuring the installation openings. The Buyer is required to be present during the measurements. The date and time for the measurements will be agreed upon orally or in writing using phone numbers, messengers, email, or the method agreed upon at the time of order placement. If the Buyer cannot ensure the measurements on the agreed day and time, they must inform the Seller no later than 24 hours before the agreed time.

The Seller is not responsible for any delay in the timeline specified in this clause if the Buyer does not ensure the possibility of measurements within this period.

5.3. At the time of measurements, the Buyer has the right to adjust the technical specifications (such as configuration, color, hardware, etc.).

5.4. Based on the measurements, the Seller will issue and send the final invoice to the Buyer according to the actual measurements. Any additional payments by the Buyer or refunds by the Seller after issuing the final invoice will be carried out in the manner defined in section 4 "Price and Payment Procedure" of this Agreement.

5.5. The Seller will start manufacturing the Product only after receiving the additional payment (the difference) according to the final invoice. The Product being manufactured by the Seller under this Agreement is a custom-made product intended exclusively for the Buyer. After manufacturing the Product, the Buyer has no right to refuse to accept the Product of proper quality. In case of full or partial refusal to accept the Product of proper quality, made by the Seller for fulfilling its supply obligations under this Agreement, 100% of the prepayment made by the Buyer will remain at the Seller’s disposal as compensation for Direct losses.

The production and delivery period for the Product is no more than 20 (twenty) working days from the date the funds are credited to the Seller’s account in the amount specified in the final invoice. Early delivery is possible.

5.6. The Buyer is required to be present during the delivery of the Product. The date and time of delivery will be agreed upon orally or in writing using phone numbers, messengers, email, or the method agreed upon at the time of order placement. If the Buyer cannot ensure the acceptance of the Product on the agreed day and time, they must inform the Seller no later than 24 hours before the agreed time.

The Seller is not responsible for any delay in the timeline specified in clause 5.5 if the Buyer does not ensure the acceptance of the Product within this period.

5.7. If the Buyer fails to notify the Seller about the inability to accept the Product and is absent (or their authorized representative) at the delivery location, the Seller will return the Product to the warehouse until the Buyer submits a written request for re-delivery. The date and time for re-delivery will be agreed upon separately. However, the right to choose the delivery date and installation (mounting) remains with the Seller, who will choose the date considering their production schedule.

5.8. Delivery of the Product will be carried out under the CPT (Carriage Paid To) terms – "installation (mounting) address" according to Incoterms 2010, with consideration of domestic delivery specifics. Delivery (transportation) of the Product, as well as loading/unloading onto the transport vehicle, will be carried out by the Seller at their expense. The cost of delivery (transportation), loading/unloading is included in the price of the Product.

5.9. The installation (mounting) work will be performed on the day of delivery of the Product.

5.10. The Buyer is required to provide the Seller with access to the installation (mounting) site and allow connection of the Seller’s installation tools to the electrical network. If connection to the electrical network is not possible, the Seller is not responsible for failing to fulfill installation (mounting) obligations under this Agreement.

5.11. Ownership of the Product and the risk of accidental loss will transfer to the Buyer upon the actual transfer (delivery) of the Product at the delivery site (installation (mounting) address).

5.12. The Buyer undertakes to accept the Product at the delivery site (installation (mounting) address) personally or through an authorized representative of the Buyer, with mandatory signing of the delivery note. The Buyer will sign the delivery note after the Seller completes the installation (mounting) work.

5.13. The Product is considered accepted in terms of quantity according to the quantity stated in the corresponding delivery note. The date of delivery is the date the Buyer signs the delivery note.

5.14. The Buyer is obligated to sign the delivery note on the day of delivery of the Product of proper quality, or, in the case of quality complaints, to provide the Seller with a written refusal to sign within 5 (five) working days. If the Buyer fails to comply with this requirement, the delivery note is considered signed by the Buyer, and the Product is considered accepted without objections.

6. Rights and Obligations of the Parties

6.1. The Seller is obligated to:

6.1.1. Deliver the Product to the Buyer in accordance with the terms of this Agreement and the Buyer’s order.

6.1.2. Not disclose any private information about the Buyer and not provide access to this information to third parties, except in cases provided by law, as well as during the execution of the Buyer’s Order.

6.2. The Seller has the right to:

5.2.1. Change the terms of this Agreement, which become effective from the moment of their publication.

6.3. The Buyer is obligated to:

6.3.1. Familiarize themselves with the content and terms of the Agreement before concluding the Agreement.

6.3.2. To ensure the performance of the Seller's obligations to the Buyer, provide all necessary data that clearly identifies them as the Buyer.

7. Quality, Warranties, Claims

7.1. The Seller guarantees that the quality of the Product supplied under this agreement complies with DSTU EN 14351-1:2020. The quality of the Product is confirmed by the Quality Passport.

7.2. The following warranty periods apply to the Product supplied under this agreement:

- operation of opening mechanisms – 5 years;

- airtightness of the window unit – 5 years;

- color stability of the profile – 5 years;

- additional equipment and mechanisms (automatic opening/closing mechanisms, electric opening/closing mechanisms, electric drives for opening/closing, sash closing mechanisms, ventilators, electronic sensors for opening/closing, and other devices, mechanisms, equipment not included in the list of materials, structural profiles, and components used to make PVC window and door blocks as specified by DSTU EN 14351-1:2020) – 1 year.

7.3. The warranty periods start from the date of delivery.

7.4. The Seller does not bear warranty obligations in the following cases:

- contamination of products with construction mixtures arising from construction work;

- defects arising from violation of the conditions of use of the Product;

- defects caused by mechanical damage, including mechanical damage to hardware due to excessive force;

- defects caused by the use of corrosive or chemically active substances;

- defects caused by natural disasters or other external factors (floods, earthquakes, fires, chemically active precipitation, building collapse or instability, etc.);

- in other cases, information about which is publicly available on the Seller’s official website goodwin.ua in the "Public Information" section.

7.5. To verify the facts and causes of defects occurring during the warranty period, as well as to resolve the issue of their elimination, the Buyer is obligated to send a written notice about the identified defects to the Seller within five calendar days from the date of their discovery and call an authorized representative of the Seller to prepare the relevant Claim Act. Calling the Seller's representative to prepare the Claim Act is mandatory. The Claim Act prepared without prior written notification to the Seller and without calling the Seller's representative will be considered improperly prepared. In this case, the Seller is relieved of any responsibility for reviewing such a Claim Act without any consequences for the Seller.

7.6. The Seller will ensure the appearance of its representative at the address specified by the Buyer in the defect notification within 5 (five) days from the date of receiving the written notification from the Buyer. If the Seller's representative does not appear within the specified time, the Buyer independently prepares the Claim Act and sends one copy to the Seller. The Act prepared in this way will be considered properly prepared and will be reviewed by the Seller within no more than five working days from the date of receiving the Act.

7.7. In case the defects discovered during the warranty period are due to the Seller's fault, the Buyer has the right to demand the free elimination of the product defects within a reasonable time, and the Seller is obligated to eliminate the identified defects within the time frame agreed upon by the parties.

7.8. Operational maintenance of the Product, including but not limited to lubricating, adjusting, tightening, winding, etc. of hardware, lubricating rubber seals, cleaning drainage holes, does not fall under the Seller's warranty obligations and will be performed upon the Buyer’s request for an additional fee.

7.9. The Seller has warned the Buyer, and the Buyer acknowledges that they are familiar with and understand the requirements of DBN V.2.6.-31:2021 "Thermal Insulation and Energy Efficiency of Buildings" regarding compliance with the thermal resistance coefficient for window and/or door blocks, as set by this DBN for the I and II temperature zones of Ukraine. The Seller has also warned the Buyer, and the Buyer acknowledges that they are familiar with and understand that, according to DSTU EN 14351-1:2020 "Windows and Doors. Requirements", when performing installation work, namely: junctions between the wall and the window and/or door block, a connecting joint must be used. In case the Buyer does not comply with the above-mentioned DBN and DSTU in determining the technical characteristics of window and/or door blocks, the Seller is not responsible for the quality and warranty period of the blocks. Window and/or door blocks with a thermal resistance coefficient lower than specified by DBN V.2.6.-31:2021 are manufactured and supplied by the Seller only upon the Buyer's request. In this case, the Seller is not responsible for the non-compliance of thermal resistance with the standard for the corresponding temperature zone, and such non-compliance will not be grounds for rejecting the Blocks due to poor quality.

8. Return of Goods

8.1. The Buyer has the right to choose either 1) to terminate the contract and return the amount paid for the goods, or 2) to replace the goods with the same goods or a similar one from those available with the Seller, only in the case of detecting substantial defects within the established warranty period that occurred due to the Seller's fault, or counterfeit goods.

8.2. A substantial defect is understood as a defect that makes it impossible or unacceptable to use the goods for their intended purpose, arose due to the manufacturer's (seller's, contractor's) fault, reappears after being corrected due to reasons beyond the consumer's control, and has at least one of the following characteristics: a) it cannot be eliminated at all; b) its elimination requires more than fourteen calendar days; c) it makes the goods substantially different from what is specified in the contract;

8.3. Counterfeit products are understood as products made in violation of technology or improper use of trademarks or copying of form, packaging, appearance, as well as unauthorized reproduction of another person's product.

8.4. The obligation to prove (demonstrate) the presence of substantial defects caused by the Seller's fault and/or the fact of counterfeit goods is placed on the Buyer. The Buyer confirms the presence of substantial defects caused by the Seller's fault and/or the fact of counterfeit goods by an expert conclusion, which the Buyer orders at their own expense, in accordance with the procedure and within the timeframes established by law.

The Buyer's claim will be considered by the Seller only upon submission of the following documents:

1) expert conclusion,

2) payment document issued at the time of purchase of the Goods,

3) delivery note (original),

4) quality passport (original).

8.5. In case of substantial defects caused by the Seller's fault or the fact of counterfeit goods, the Buyer has the right to make only one of the claims specified in paragraph 8.1 of this Agreement, at their choice.

8.6. If the Buyer proves (demonstrates) the presence of substantial defects caused by the Seller's fault and/or the fact of counterfeit goods in the manner specified in paragraph 8.4 of this Agreement, the Seller will satisfy the Buyer's claim:

8.6.1. The claim for the replacement of the goods will be satisfied within fourteen days or within another period agreed by the parties. When replacing goods with defects for goods of proper quality, the price of which has changed, recalculation of the value will not be made.

8.6.2. The claim for contract termination with the return of money - the money paid for the goods will be returned to the Buyer within the period agreed by the parties, but not later than seven days from the date of contract termination.

8.7. In case the Seller satisfies the Buyer's claim, the Buyer is obliged to return the goods to the Seller, perform dismantling and deliver the goods to the Seller's warehouse at their own expense.

8.8. The consumer's claims provided for in this section of the Agreement will not be satisfied if the Seller proves that the defects of the goods arose due to the Buyer's violation of the rules for using or storing the goods. The Buyer has the right to participate in the inspection of the goods quality personally or through a representative.

8.9. In the absence of substantial defects and/or counterfeit goods, the termination of the contract with the subsequent return of the money paid for the goods and/or replacement of the goods with the same or similar goods will not be carried out. The Seller will fulfill the warranty obligations by eliminating the defects of the goods free of charge in the manner specified in section 7 "Quality, Guarantees, Claims".

8.10. The goods supplied by the Seller to the Buyer under this Agreement are individually manufactured products, made to the Buyer's sizes and technical specifications, and can only be used by the Buyer. The Seller does not replace the goods and/or accept returns and/or refund money in case of delivery of goods of proper quality.

9. Liability

9.1. The Seller and the Buyer are responsible for fulfilling their obligations in accordance with the current legislation of Ukraine and the provisions of this Agreement.

9.2. The Seller is not responsible for damage caused to the Buyer or third parties if, during the installation work, any structural damages and/or defects in the installation openings, walls, ceiling, or other elements of the building are discovered.

9.3. The Seller is not responsible for improper or untimely fulfillment of Orders and obligations in the case of the Buyer providing inaccurate or erroneous information, as well as in cases specified in this Agreement.

9.4. In case of absence of a person authorized by the Buyer to accept the Goods and sign the delivery note at the delivery site, or if the properly signed original delivery note is not returned to the Seller, or if the delivery site is not prepared for unloading the Goods, or if the Seller's vehicle is delayed at the delivery site for more than two hours due to the fault of the Buyer, the Buyer shall pay the Seller a fine of 5% of the value of the Goods.

9.5. The Seller or the Buyer are relieved from liability for partial or complete failure to fulfill their obligations if the failure is a result of force majeure circumstances such as war or military actions, earthquake, flood, fire, and other natural disasters occurring independently of the will of the Seller and/or Buyer after the conclusion of this Agreement. The party unable to fulfill its obligations must immediately notify the other party.

10. Confidentiality and Protection of Personal Data.

10.1. By providing their personal data to the Seller, the Buyer gives voluntary consent for the processing, use (including transmission) of their personal data, as well as for taking other actions as provided by the Law of Ukraine "On Protection of Personal Data," without limitation of the duration of such consent.

10.2. The Seller undertakes not to disclose the information received from the Buyer. The provision of information to contractors and third parties acting on behalf of the Seller, including for fulfilling obligations to the Buyer, shall not be considered a breach, as well as in cases where disclosure of such information is required by the current legislation of Ukraine.

10.3. The Buyer is responsible for keeping their personal data up to date. The Seller is not responsible for the poor performance or non-fulfillment of its obligations due to outdated or inaccurate information about the Buyer.

11. 
    Other Terms

11.1. This Agreement, composed of 9 pages, is concluded in the territory of Ukraine and in accordance with the current legislation of Ukraine. For all matters not directly addressed by this Agreement, the parties shall be governed by the current legislation of Ukraine.

11.2. All disputes arising between the Buyer and the Seller shall be resolved through negotiations. In case of failure to resolve the dispute through negotiations, the Buyer and/or Seller have the right to refer the dispute to judicial authorities in accordance with the current legislation of Ukraine.

11.3. The Seller has the right to make changes to this Agreement unilaterally. Furthermore, changes to the Agreement may also be made by mutual consent of the Parties in accordance with the procedure established by the current legislation of Ukraine.

11.4. This Agreement may be terminated by mutual agreement of the parties, as well as in cases specified in clause 4.5 of this Agreement.

11.5. By signing this Agreement, the Buyer confirms that they are familiar with the features of the Goods, have been fully informed with the necessary and accurate information about the Goods, their properties, and the rules and conditions for the effective and safe use of the Goods. The operating instructions are publicly available on the official website of the Seller, goodwin.ua, in the "Public Information" section.

11.6. By signing this Agreement, the Buyer confirms that they are familiar with the warranty service conditions of the Goods and the cases that are not covered by the warranty. This information is publicly available on the official website of the Seller, goodwin.ua, in the "Public Information" section.

11.7. The term of this Agreement is until the date the Buyer signs the delivery note for the Goods. The Seller's warranty obligations will be fulfilled regardless of the term of the Agreement.

12. SELLER'S ADDRESS AND DETAILS:

LLC "GOOD WIN XXI"

62495, Kharkiv Region, Kharkiv District,

Vasyscheve Village, Ovocheva Street 1A
EDRPOU CODE 34016825
account UA143515330000026005060383071

at PJSC "PRIVATBANK", Kharkiv, MFO 351533
TIN №340168220302