Public offer agreement

This Public Offer Agreement (hereinafter referred to as the “Agreement”) is an official offer of Naiv Bureau LLC, EDRPOU 45405856, registered address: Kyiv, acting as the official representative of the GUNIA brand (hereinafter referred to as the “Seller”), to conclude a sales contract for goods with any legally capable individual or legal entity (hereinafter referred to as the “Buyer”) under the terms and conditions set forth below.

1. TERMS AND DEFINITIONS

1.1. Website – the online resource available at https://guniaproject.com.ua/, which is the official sales channel of the GUNIA brand through which the Seller sells Goods to Buyers.

1.2. Seller – the entity referred to as the “Seller” in the preamble of this Agreement, offering Goods for sale through the Website in accordance with the current legislation of Ukraine.

1.3. Buyer – any legally capable individual, legal entity, or sole proprietor who has accepted the terms of this Agreement, placed an Order, and paid for the Goods.

1.4. Public Offer Agreement – this public agreement published on the Website containing the Seller’s offer to an indefinite number of persons to purchase Goods.

1.5. Acceptance – the full and unconditional acceptance by the Buyer of the Seller’s offer to purchase Goods and agree to the terms of this Agreement by clicking the “Place Order” button.

1.6. Goods – any item offered for purchase on the Website, including its description, photographs, specifications, and price.

1.7. Parties – the Buyer and the Seller who have concluded this Agreement.

1.8. Delivery – a logistics service provided by the Seller or a third party (carrier/delivery service) for transporting the Goods to the Buyer under the terms specified in this Agreement and on the Website page “Delivery & Payment”.

1.9. Third Party – persons engaged by the Seller to fulfill its obligations under this Agreement, including but not limited to delivery services, banks, payment systems, etc.

1.10. Force Majeure – unforeseen circumstances beyond the control of the Parties that prevent fulfillment of obligations under the Agreement (detailed in the “Force Majeure” section).

1.11. Personal Data – any information provided by the Buyer when placing an Order, including but not limited to first name, last name, delivery address, contact phone number, email address, etc.

2. GENERAL PROVISIONS

2.1. This Agreement constitutes a public offer in accordance with Articles 633 and 641 of the Civil Code of Ukraine and other applicable legal acts regulating electronic commerce.

2.2. The Seller publishes this Agreement on the Website https://guniaproject.com.ua/ to an indefinite number of persons with the proposal to conclude a sales contract under the terms set forth herein.

2.3. The terms of the Agreement are identical for all Buyers regardless of status (individual, legal entity, sole proprietor), race, gender, social or financial status, age, health condition, etc. Discrimination of Buyers on any grounds is not permitted. Certain specifics of order processing, payment, and/or delivery may apply depending on the Buyer’s tax status and in accordance with applicable law.

2.4. This Agreement regulates the terms of sale, delivery, payment, return policy, warranty period, and other aspects of relations between the Seller and the Buyer.

2.5. Acceptance of this Agreement occurs when the Buyer clicks the “Place Order” button on the Website. Clicking this button confirms mutual agreement of the Parties to all essential terms.

2.6. From the moment of Acceptance:
– legal relations between the Parties are considered established;
– the Agreement enters into force and remains valid until full performance of obligations by the Parties.

2.7. All terms are binding. The version of the Agreement effective at the time of placing the Order applies. The Seller reserves the right to amend the Agreement unilaterally. Changes take effect upon publication on the Website and apply to Orders placed thereafter.

2.8. The Seller ensures continuous access to the current version of the Agreement on the Website.

2.9. Information about Goods (descriptions, specifications, prices, photographs) is informational and may be changed at any time.

2.10. Photographs are illustrative and may not fully correspond to the delivered Goods. Handmade products may have slight variations in shape, color, size, texture, or other details. Such differences are not considered defects but reflect the uniqueness of handmade work. By placing an Order, the Buyer confirms understanding and acceptance of these characteristics.

3. SUBJECT OF THE AGREEMENT

3.1. The subject of this Agreement is the Seller’s obligation to transfer ownership of the selected Goods to the Buyer, and the Buyer’s obligation to accept and pay for the Goods under the terms defined herein.

3.2. The Seller guarantees that:
– the Goods are new, free from hidden defects, and correspond to the characteristics specified on the Website, subject to clause 2.10 of this Agreement;
– the Goods are not pledged, not encumbered by third-party rights, and are not subject to dispute;
– the Seller has the right to sell the Goods via the Website in accordance with applicable Ukrainian legislation.

3.3. The Buyer independently selects Goods available for sale on the Website at their own discretion. The assortment, quantity, and price are determined at the time of placing the Order.

3.4. Ownership of the Goods transfers to the Buyer upon actual receipt of the Goods, provided full payment has been made. The risk of accidental loss or damage transfers to the Buyer upon acquisition of ownership.

3.5. Terms regarding delivery, payment, returns, warranties, and other aspects are regulated by separate sections of this Agreement and additional rules published on the Website.

3.6. By clicking the “Place Order” button, the Buyer confirms that they have read and agree to all terms of this Agreement, including payment, delivery, return conditions, product characteristics, and any additional costs not included in the listed price.

4. ORDER PROCEDURE

4.1. The Buyer independently places an Order on the Website by selecting the desired Goods, quantity, delivery method, and payment method, and finalizes it by clicking “Place Order”.

4.2. Orders are fulfilled subject to product availability. If the selected Goods are unavailable, the Seller shall inform the Buyer immediately, but no later than 14 days from the Order date, and offer one of the following options:
– replacement with similar Goods;
– waiting for availability;
– cancellation of the Order with refund (if prepaid).

4.3. If the Goods are not in stock but can be made to order, the Website may offer a “Pre-order” option. Production may take from four to eight weeks. By placing a pre-order, the Buyer agrees to the production timeline.

4.4. After placing an Order, the Buyer receives confirmation via email or another appropriate communication method.

4.5. The Seller reserves the right to refuse fulfillment of an Order in case of:
– incomplete or inaccurate data provided by the Buyer;
– technical failures preventing Order processing.

4.6. An Order is considered accepted once confirmed by the Seller.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. Seller’s Obligations:

5.1.1. Fulfill obligations under this Agreement.
5.1.2. Ensure Goods correspond to Website descriptions within natural handmade variations.
5.1.3. Transfer Goods after receiving payment.
5.1.4. Ensure delivery in accordance with this Agreement and Website rules.
5.1.5. Notify the Buyer if Goods are unavailable and offer alternatives.
5.1.6. Provide information regarding Goods, ordering, delivery, and returns.

5.2. Seller’s Rights:

5.2.1. Require full and timely payment.
5.2.2. Refuse Orders in cases предусмотрених by this Agreement.
5.2.3. Amend the Agreement as предусмотрено herein.
5.2.4. Suspend Website access for technical or other justified reasons.

5.3. Buyer’s Obligations:

5.3.1. Provide accurate personal data.
5.3.2. Review Agreement terms before placing an Order.
5.3.3. Pay for the Goods on time.
5.3.4. Accept and inspect Goods upon delivery.
5.3.5. Use Goods only for their intended purpose.

5.4. Buyer’s Rights:

5.4.1. Receive full and accurate information.
5.4.2. Demand proper fulfillment of this Agreement.
5.4.3. Choose alternatives if Goods are unavailable.
5.4.4. Contact the Seller regarding quality, delivery, or returns.
5.4.5. Request exchange or return under applicable law.

6. PRICE AND PAYMENT TERMS

6.1. Prices for the Goods listed on the Website are indicated in the national currency of Ukraine (UAH).

6.2. For orders exceeding 5,000 UAH, delivery costs are covered by the Seller. For orders below this amount, delivery costs are calculated separately and paid by the Buyer directly to the delivery service in accordance with the selected delivery method.

6.3. The price of each individual item is indicated on the relevant Website page and agreed upon by the Parties in the Order. The total Agreement price is determined by adding the prices of all selected Goods and the delivery cost (if applicable).

6.4. The Seller reserves the right to change prices unilaterally. Price changes do not affect Orders already confirmed, except in cases of obvious technical errors. In such cases, the Seller informs the Buyer, and the Buyer may:
– confirm the Order at the correct price; or
– cancel the Order with a refund (if prepaid).

6.5. The Buyer makes full prepayment after placing the Order. Payment is made in the method specified during checkout.

6.6. The Buyer may pay using Visa, MasterCard, or other payment methods available on the Website. The Seller reserves the right to restrict available payment methods.

6.7. Additional conditions or limitations imposed by the Buyer’s bank or payment system may apply. The Seller is not responsible for such limitations.

6.8. By paying with a card, the Buyer confirms lawful ownership of the card. The Seller uses standard security measures, including encryption. The Buyer confirms acceptance of the Privacy Policy and Cookie Policy published on the Website.

6.9. Any additional fees related to the selected payment method (e.g., bank commissions) are borne by the Buyer. Clicking “Place Order” confirms acknowledgment of possible additional fees.

6.10. An Order is considered paid upon receipt of funds in the Seller’s account. If a transaction fails, the Order is not processed.

7. DELIVERY TERMS

7.1. Delivery may be carried out:
– within Ukraine (subject to availability as specified in clause 10.2);
– internationally;
– via self-pickup (conditions agreed separately and described on the “Delivery & Payment” page).

7.2. Delivery within Ukraine excludes temporarily occupied territories or areas where Ukrainian authorities do not exercise control.

7.3. The Seller arranges delivery to the address specified in the Order and may engage third-party delivery services.

7.4. Delivery costs are calculated separately depending on the chosen method. Details are available on the “Delivery & Payment” page.

7.5. Delivery times vary depending on location and method. Estimated timelines are provided on the Website.

7.6. The Buyer must inspect the Goods for completeness and compliance upon receipt.

7.7. Refusal to accept the Goods or absence at the specified address is considered termination initiated by the Buyer. In such cases, the Agreement is deemed terminated, and the Seller refunds the Buyer within 7 calendar days after return of the Goods.

8. RETURNS AND EXCHANGES

8.1. Returns and exchanges are governed by this Agreement, the Website’s “Returns/Exchanges” section, and the Law of Ukraine “On Consumer Protection”.

8.2. The Buyer may return or exchange Goods of proper quality within 14 days of receipt, subject to Ukrainian legislation, including Resolution No. 172 of March 19, 1994 (list of non-returnable goods), provided the Goods have not been used and retain original appearance and tags.

8.3. Returns/exchanges are possible if:
– the Order was placed via the Website;
– no more than 14 calendar days have passed;
– the Goods retain original condition, tags, packaging, and show no signs of use;
– proof of payment and delivery documents are provided.

8.4. The Seller may refuse returns if conditions are not met or if Goods belong to non-returnable categories (e.g., corsetry, gloves, socks, underwear, bedding).

8.5. Return shipping for proper-quality Goods is paid by the Buyer.

8.6. In case of significant defects, the Buyer must notify the Seller via customer@guniaproject.com no later than 30 days after receipt.

8.7. Goods are considered defective if significant defects result from manufacturing and prevent normal use. Damage caused by misuse is not considered a defect.

8.8. Return costs for defective Goods are borne by the Seller.

8.9. Refunds are processed within 5 business days after inspection. Delays caused by banks or payment systems are not the Seller’s responsibility.

9. LIABILITY OF THE PARTIES AND DISPUTE RESOLUTION

9.1. The Parties are liable for non-performance or improper performance of this Agreement in accordance with this Agreement and applicable legislation of Ukraine.

9.2. The Seller is not liable for:

9.2.1. minor color differences of the Goods caused by display settings of the Buyer’s monitor or device;

9.2.2. the content and accuracy of information provided by the Buyer when placing an Order;

9.2.3. delays in Order processing or delivery caused by circumstances beyond the Seller’s control, including actions of third parties, force majeure, payment system failures, or delivery service disruptions;

9.2.4. interruptions in payment systems used to process Orders;

9.2.5. actions or omissions of the Buyer, including disclosure of login credentials or confidential information to third parties;

9.2.6. failures in public communication networks or Internet connectivity affecting access to the Website.

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

9.4. All claims or complaints must be submitted in writing to customer@guniaproject.com. The Seller undertakes to review such claims within 14 business days and take appropriate action if justified and compliant with Ukrainian law.

9.5. Any disputes that cannot be resolved through negotiations shall be settled in the competent court of Ukraine in accordance with applicable legislation.

10. FORCE MAJEURE

10.1. The Parties are released from liability for failure to perform obligations if such failure results from force majeure circumstances beyond their control, which are unforeseeable and unavoidable and occurred after conclusion of this Agreement.

10.2. Force majeure includes natural disasters (earthquakes, floods, hurricanes, landslides), technological accidents (explosions, fires, power failures), military actions (declared or undeclared war), riots, terrorist acts, strikes, civil unrest, embargoes, or actions of governmental authorities affecting performance.

10.3. The affected Party must notify the other Party in writing within 5 calendar days from occurrence. Confirmation of force majeure shall be provided by the Ukrainian Chamber of Commerce and Industry.

10.4. During force majeure, deadlines for performance are suspended until such circumstances cease.

10.5. If force majeure continues for more than 60 calendar days, either Party may initiate termination of the Agreement.

11. OTHER PROVISIONS

11.1. All materials published on the Website are intellectual property of the Seller or other rights holders and are protected under Ukrainian law. Any use (copying, publishing, distributing, modifying, etc.) is allowed only with prior written consent.

11.2. Information provided by the Buyer is confidential and used solely for Order fulfillment and proper service.

11.3. The Buyer voluntarily consents to the collection and processing of personal data for order processing, communication regarding Orders, and sending promotional offers, newsletters, and information about Website activities via electronic communication.

11.4. The Buyer authorizes the Seller to process personal data, including storing it in databases (without additional notification), accumulating, updating, modifying as necessary. The Seller undertakes to protect data from unauthorized access and not to transfer it to third parties except related entities, business partners involved in processing for stated purposes, or upon lawful request of competent authorities.