Public Offer for the Sale and Purchase Agreement

General Provisions
This Public Offer contains the terms and conditions for concluding the Sale and Purchase Agreement (hereinafter referred to as the "Sale and Purchase Agreement" and/or the "Agreement"). This Offer is recognized as an offer made to one or more specific persons, which is sufficiently definite and expresses the intention of the person who made the offer to consider themselves bound by the Agreement with the recipient who accepts the offer.
By performing the actions specified in this Offer, both Parties confirm their agreement to enter into the Sale and Purchase Agreement under the conditions, procedure, and scope outlined in this Offer.
The following text of the Public Offer is the official public proposal of the Seller, addressed to an interested group of persons, to enter into a Sale and Purchase Agreement in accordance with the provisions of paragraph 2, Article 437 of the Civil Code of the Russian Federation.
The Sale and Purchase Agreement is considered concluded and takes effect from the moment the Parties perform the actions provided for in this Offer, which signify the unconditional and complete acceptance of all the terms of this Offer without any exceptions or limitations on the terms of adhesion.
Terms and Definitions:
Agreement – the text of this Offer with Appendices, which are an integral part of this Offer, accepted by the Buyer through the performance of conclusive actions provided for in this Offer.
Conclusive Actions – actions that express acceptance of the counterparty’s proposal to conclude, amend, or terminate the agreement. Actions consist of fully or partially fulfilling the conditions proposed by the counterparty.
Seller's Website on the Internet – a combination of software and other information contained in an information system, access to which is provided via the Internet at the domain name and web address: esply.ru
Parties to the Agreement (Parties) – the Seller and the Buyer.
Goods – any items that may be sold under a Sale and Purchase Agreement, subject to the rules provided by Article 129 of the Civil Code of the Russian Federation.

Subject of the Agreement
2.1. Under this Agreement, the Seller undertakes to transfer the item (Goods) into the ownership of the Buyer, and the Buyer undertakes to accept the Goods and pay a certain amount of money for them.
2.2. The name, quantity, and assortment of the Goods, their price, delivery terms, and other conditions are determined based on the Seller's information when the Buyer submits an order or as indicated on the Seller's website at esply.ru
2.3. Acceptance of this Offer is expressed by performing conclusive actions, including:
• registering an account on the Seller's Website, if required;
• completing and submitting an order form for the Goods;
• providing the necessary information for concluding the Agreement via phone, email, or through the Seller's Website, including a callback request;
• payment for the Goods by the Buyer.
This list is not exhaustive; other actions clearly expressing the intention to accept the counterparty’s offer may also apply.

Rights and Obligations of the Parties
3.1. Rights and Obligations of the Seller:
3.1.1. The Seller has the right to demand payment for the Goods and their delivery in accordance with the terms of the Agreement;
3.1.2. Refuse to conclude the Agreement based on this Offer in the event of bad faith by the Buyer, in particular:
• more than two refusals of Goods of proper quality within a year;
• provision of deliberately false personal information;
• return of Goods damaged by the Buyer or used Goods;
• other cases of bad faith behavior indicating that the Buyer entered into the Agreement to abuse rights and without the usual economic purpose of purchasing the Goods.
3.1.3. The Seller undertakes to deliver Goods of proper quality and packaging to the Buyer;
3.1.4. Transfer the Goods free of third-party rights;
3.1.5. Arrange for the delivery of Goods to the Buyer;
3.1.6. Provide the Buyer with all necessary information in accordance with current Russian law and this Offer.
3.2. Rights and Obligations of the Buyer:
3.2.1. The Buyer has the right to demand the delivery of the Goods as per the Agreement's terms;
3.2.2. Demand the provision of all necessary information in accordance with current Russian law and this Offer;
3.2.3. Refuse the Goods based on the grounds specified in the Agreement and the laws of the Russian Federation.
3.2.4. The Buyer undertakes to provide accurate information necessary for the proper execution of the Agreement;
3.2.5. Accept and pay for the Goods in accordance with the terms of the Agreement;
3.2.6. The Buyer guarantees that they fully understand the terms of the Agreement and accept them without reservations or limitations.

Price and Payment Procedure
4.1. The price of the Goods and the payment procedure are determined based on the Seller's information when the Buyer places an order or as indicated on the Seller's website: esply.ru
4.2. All payments under the Agreement are made cashless.
Confidentiality and Security
5.1. In the course of fulfilling this Agreement, the Parties shall ensure the confidentiality and security of personal data in accordance with the latest version of Federal Law No. 152-FZ "On Personal Data" and Federal Law No. 149-FZ "On Information, Information Technologies, and Information Protection."
5.2. The Parties undertake to maintain the confidentiality of the information received during the performance of this Agreement and take all possible measures to prevent its disclosure.
5.3. Confidential information includes any information transmitted by the Seller and the Buyer during the performance of the Agreement, unless otherwise specified.
5.4. Such information may be contained in the Seller's internal regulations, contracts, letters, reports, research results, and other documents, both in paper and electronic form.

Force Majeure
6.1. The Parties are released from liability for failure to fulfill or improper fulfillment of their obligations under the Agreement if proper fulfillment was impossible due to force majeure, defined as extraordinary and unavoidable circumstances, including governmental prohibitions, epidemics, blockades, embargoes, earthquakes, floods, fires, or other natural disasters.
6.2. If such circumstances occur, the affected Party shall notify the other Party within 30 working days.
6.3. A document issued by an authorized government body shall suffice as proof of force majeure and its duration.
6.4. If force majeure lasts more than 60 working days, either Party may unilaterally terminate the Agreement.

Liability of the Parties
7.1. In the event of non-performance or improper performance of their obligations under the Agreement, the Parties shall bear liability in accordance with the terms of this Offer.
7.2. The Party that fails or improperly fulfills its obligations must compensate the other Party for the damages caused by such violations.

Validity Period of this Offer
8.1. The Offer becomes effective from the moment it is published on the Seller's Website and remains valid until it is withdrawn by the Seller.
8.2. The Seller reserves the right to modify the terms of the Offer and/or withdraw the Offer at any time at its discretion.
Information about changes or withdrawal of the Offer will be communicated to the Buyer at the Seller's discretion through the Seller's Website, in the Buyer's personal account, or via email or postal address provided by the Buyer when concluding the Agreement or during its performance.
8.3. The Agreement becomes effective from the moment the Buyer accepts the terms of this Offer and remains in force until all obligations under the Agreement have been fully performed by the Parties.
8.4. Changes made by the Seller to the Agreement and published on the Website in the form of an updated Offer are considered fully accepted by the Buyer.

Additional Terms
9.1. The Agreement, its conclusion, and execution are governed by the current legislation of the Russian Federation. Any matters not covered or fully regulated by this Offer shall be governed by the substantive law of the Russian Federation.
9.2. In the event of a dispute between the Parties during the execution of the Agreement, the Parties agree to resolve the dispute amicably before proceeding to litigation.
Any court proceedings shall be conducted in accordance with the laws of the Russian Federation.
Disputes or disagreements unresolved by the Parties shall be resolved in accordance with the laws of the Russian Federation. A pre-trial settlement process is mandatory.
9.3. The language of the Agreement concluded under this Offer, as well as any interaction between the Parties (including correspondence, submission of claims/notices/clarifications, provision of documents, etc.), shall be Russian.
9.4. All documents required to be submitted under this Offer must be in Russian or accompanied by a duly certified translation into Russian.
9.5. Failure by either Party to act in the event of a breach of the terms of this Offer does not deprive that Party of the right to defend its interests at a later date and does not constitute a waiver of its rights in the event of similar or related breaches in the future.
9.6. If the Seller's Website contains links to other websites or third-party materials, such links are provided solely for informational purposes, and the Seller has no control over the content of such websites or materials. The Seller is not responsible for any loss or damage that may result from the use of such links.

Seller's Details
Full Name: Individual Entrepreneur Kruglikova Svetlana Yuryevna
INN (Taxpayer Identification Number): 771474709585
OGRNIP (Individual Entrepreneur Registration Number): 323774600330870
Contact Phone: +7(915)111-98-89
Contact Email: esply@mail.ru