Reference translation. This document is a courtesy translation of the Russian original. Legal force belongs to the Russian text at lazercomet.ru/offer; in case of any discrepancy, the Russian version prevails. The contract is governed by the law of the Russian Federation.
Limited Liability Company “KOMETA” (PSRN 1255000011529, TIN 5047309273), hereinafter the “Contractor”, represented by General Director Alexander Grishaevich Grishin acting under the Articles of Association, publishes this offer — a proposal to conclude a manufacturing contract on the terms set out below with any person who responds (the “Customer”).
1. Definitions
1.1. Website — the set of internet pages hosted at lazercomet.ru and owned by the Contractor.
1.2. Products — items made from sheet materials (plywood, laminated HDF, HDF, MDF, acrylic, cardboard) manufactured by the Contractor to the Customer’s brief: packaging, gifts and souvenirs, games, POS materials, decor, signage, technical parts and other items.
1.3. Enquiry — a request from the Customer sent through a form on the Website, by email, by telephone or through a messenger, describing the required Products.
1.4. Specification — a document agreed by the Parties (including in the form of an invoice or email correspondence) setting out the name, characteristics, quantity, price and lead time of the Products. The Specification forms an integral part of the Contract.
1.5. Contract — the manufacturing contract concluded between the Contractor and the Customer by acceptance of this offer.
1.6. Acceptance — the Customer’s full and unconditional acceptance of the terms of this offer under clause 3 of Article 438 of the Civil Code of the Russian Federation.
2. Subject of the contract
2.1. The Contractor undertakes to manufacture and hand over to the Customer Products conforming to the agreed Specification, and the Customer undertakes to accept and pay for them on the terms of this offer.
2.2. The name, characteristics, quantity, price and lead time of each batch are set out in the Specification.
2.3. By agreement of the Parties, the Contractor may carry out design work on the product and prepare production files. Such work is included in the Specification as separate items.
2.4. This offer is not a public offer within the meaning of Article 426 of the Civil Code of the Russian Federation as regards an obligation to contract with every applicant: the Contractor may decline to conclude a Contract without giving reasons, including where production capacity is unavailable or the brief does not match the Contractor’s technological capabilities.
2.5. Images, descriptions and prices published on the Website are for information only, do not constitute an offer and create no obligation for the Contractor to manufacture Products on those terms. Price is set by a calculation for the specific brief.
3. Conclusion of the contract
3.1. The Customer sends the Contractor an Enquiry. The Contractor reviews the Enquiry and sends the Customer a cost estimate and lead time.
3.2. Acceptance of the offer, and the moment the Contract is concluded, is any of the following acts by the Customer:
- payment of an invoice issued by the Contractor (in full or as an advance payment);
- written approval of the Specification, including by exchange of emails;
- signing by the Parties of a separate contract or specification on paper.
3.3. From the moment of acceptance, the Contract is deemed concluded on the terms of this offer and the agreed Specification, and has the force of a contract made in writing.
3.4. The Parties recognise the legal force of documents and messages sent to the email addresses given by the Parties when agreeing the Specification.
4. Price and payment
4.1. The price of the Products is set by the Specification and depends on the material and its thickness, the size of the item, the set and number of operations, the quantity, the complexity of the artwork and the packaging requirements.
4.2. A cost estimate sent by the Contractor is valid for ten business days unless it states otherwise.
4.3. Unless the Specification provides otherwise, the Customer pays an advance of 50 % of the batch value; the balance is paid before the Products are handed over.
4.4. Payment is made by bank transfer to the Contractor’s settlement account. The payment obligation is deemed performed when the funds are credited to that account.
4.5. The lead time starts on the business day following the day the advance payment is received and the Customer approves the artwork (or sample), whichever occurs later.
4.6. Delivery cost is not included in the price of the Products unless expressly stated in the Specification.
5. Artwork, samples and supplied materials
5.1. The Customer supplies the artwork in an agreed format or instructs the Contractor to produce it.
5.2. Before the production run, the Contractor makes a sample at the Customer’s request. The Customer’s approval of the sample constitutes agreement on the appearance, construction and quality of the Products; claims regarding those characteristics are not accepted after the sample has been approved.
5.3. The Customer warrants that it holds the exclusive rights, or the rightsholder’s proper permission, to use the trademarks, trade names, images, texts and other intellectual property contained in the materials it supplies.
5.4. The Contractor does not check supplied materials for infringement of third-party rights and bears no liability for such infringement. If third parties bring claims, the Customer settles them independently and at its own expense and compensates the Contractor for any losses incurred.
5.5. The Contractor bears no liability for errors contained in artwork approved by the Customer (typos, incorrect dimensions, colour settings of the file).
5.6. Exclusive rights to a product design developed by the Contractor to the Customer’s brief pass to the Customer upon full payment for that work, unless the Specification provides otherwise.
6. Lead times, handover and acceptance
6.1. The lead time is set by the Specification and may be extended by the period of any delay by the Customer in approving artwork, supplying materials or making payment.
6.2. Products are handed over by collection from the Contractor’s warehouse or by transfer to a carrier nominated by the Customer. On transfer to the carrier, the Contractor’s obligation is deemed performed and the risk of accidental loss of or damage to the Products passes to the Customer.
6.3. The Customer must inspect the Products on receipt. Obvious defects (quantity, completeness, visible damage) are recorded at the moment of acceptance; claims regarding obvious defects made after acceptance are not accepted.
6.4. Products are deemed accepted if the Customer has not sent a reasoned refusal of acceptance within five business days of handover.
6.5. If the Customer has not collected finished Products within thirty calendar days of notice of readiness, the Contractor may charge for safekeeping at its current rates.
7. Quality and warranty
7.1. Products are manufactured in accordance with the agreed Specification and the approved sample.
7.2. The Parties agree that the following are acceptable and do not constitute defects: deviation of linear dimensions within ± 1 mm; natural variation in texture, shade and knots of natural materials; edge marks from thermal treatment typical of laser cutting; deviation of printed colour from the on-screen image caused by the difference between the RGB and CMYK colour models.
7.3. The warranty period for the Products is six months from handover, provided the Customer observes the conditions of use and storage (no direct exposure to moisture, relative humidity 40–60 %, no mechanical loads beyond those the design allows for).
7.4. If hidden defects are found within the warranty period, the Customer sends the Contractor a written claim describing the defect with photographs. The Contractor reviews the claim within ten business days and, if it is justified, at its option remedies the defect free of charge, manufactures a replacement, or reduces the price proportionately.
7.5. The warranty does not cover defects arising from breach of the conditions of use and storage, mechanical damage, unauthorised modification of the item, or defects caused by errors in artwork approved by the Customer.
8. Liability of the parties
8.1. For failure to perform or improper performance of their obligations, the Parties are liable in accordance with the law of the Russian Federation.
8.2. For late payment, the Contractor may claim a penalty of 0.1 % of the outstanding amount for each day of delay, capped at 10 % of that amount.
8.3. For a delay in manufacturing caused by the Contractor, the Customer may claim a penalty of 0.1 % of the value of the batch not delivered on time for each day of delay, capped at 10 % of that value.
8.4. The Contractor’s liability under the Contract is in all cases limited to the value of the relevant batch of Products. The Contractor does not compensate lost profit.
8.5. The limitations of liability in this section do not apply where the law of the Russian Federation, including Law of the Russian Federation No. 2300-1 of 7 February 1992 “On Protection of Consumer Rights”, establishes different rules for a Customer who is a natural person acquiring the Products for personal, family or household needs unrelated to business activity.
8.6. The Parties are released from liability for non-performance caused by force majeure arising after the conclusion of the Contract, which the Parties could neither foresee nor prevent.
9. Special terms for consumer customers
9.1. Where the Customer is a natural person acquiring the Products for personal needs, consumer protection law applies to the relations of the Parties to the extent not governed by this offer.
9.2. The Products are made to individual order and have individually defined characteristics. Under clause 4 of Article 26.1 of the Law “On Protection of Consumer Rights” and clause 3 of the List of non-food goods of proper quality that may not be returned or exchanged (approved by Russian Government Decree No. 2463 of 31 December 2020), such Products of proper quality may not be returned or exchanged.
9.3. This clause does not limit the consumer’s right to withdraw from the contract before the Products are handed over, subject to reimbursing the Contractor for costs actually incurred (Article 32 of the Law “On Protection of Consumer Rights”).
10. Personal data
10.1. Personal data of the Customer and its representatives are processed in accordance with the Privacy Policy and on the basis of the Consent to the processing of personal data.
10.2. The Parties undertake to keep confidential the information that becomes known to them in connection with performing the Contract, including artwork, drawings, commercial terms and quantities.
11. Term, amendment and termination
11.1. The offer takes effect when published on the Website and remains in force until withdrawn by the Contractor.
11.2. The Contractor may amend the terms of the offer or withdraw it at any time. Amendments take effect when the new version is published on the Website and do not apply to Contracts concluded before that publication.
11.3. The Contract remains in force until the Parties have fully performed their obligations.
11.4. The Contract may be terminated by agreement of the Parties and in other cases provided by the law of the Russian Federation. If terminated at the Customer’s initiative after manufacturing has begun, the Customer reimburses the Contractor for costs actually incurred, including the cost of materials purchased and operations performed.
12. Dispute resolution
12.1. The Parties resolve disputes through negotiation. A pre-action claim procedure is mandatory: the period for replying to a claim is fifteen business days from receipt.
12.2. If no agreement is reached, the dispute is referred to the court at the Contractor’s location; where the Customer is a consumer, to the court determined by the rules of jurisdiction established by the law of the Russian Federation.
12.3. The law of the Russian Federation applies to the relations of the Parties.