Sole Proprietor Alla Viacheslavivna Bolokhovska (hereinafter referred to as the “Seller”), registered and operating in accordance with the legislation of Ukraine, guided by Articles 633, 641, and 642 of the Civil Code of Ukraine, offers an unlimited number of individuals to enter into this Public Agreement for the Sale and Delivery of Goods (hereinafter referred to as the “Agreement”) on the terms and conditions set out below.

1. DEFINITIONS

1.1. Public Offer (hereinafter referred to as the “Offer”) means the Seller’s public proposal addressed to an indefinite number of persons to enter into a distance sales agreement for the Goods with the Seller on the terms and conditions set forth in this Offer.

1.2. Goods means goods, information about which is posted in the Online Store and which may be purchased by the Buyer in accordance with the terms of this Agreement.

1.3. Online Store means the Seller’s website available at: https://btu-pharma.com/, created for entering into retail sales agreements based on the Buyer’s review of the description of the Goods offered by the Seller via the Internet.

1.4. Buyer means a legally capable individual who has reached the age of 18 and places an order and/or purchases Goods from the Seller.

1.5. Seller means Sole Proprietor Alla Viacheslavivna Bolokhovska, registered and operating in accordance with the legislation of Ukraine.

1.6. Order means a duly completed proposal by the Buyer to purchase specified Goods indicating their name, quantity, price, delivery method, and other information necessary to fulfill the order.

1.7. Order Confirmation means the Seller’s notification of acceptance of the Buyer’s Order, sent by a method provided by the functionality of the Online Store, including by email, SMS, messenger, personal account, or another available means of electronic communication.

1.8. Parties means the Seller and the Buyer jointly.

1.9. Carrier means a third party engaged by the Seller and/or selected by the Buyer for delivery of the Goods, including a postal operator, courier service, or another delivery service.

2. SUBJECT MATTER OF THE AGREEMENT

2.1. The Seller undertakes to transfer the Goods into the ownership of the Buyer, and the Buyer undertakes to pay for and accept the Goods on the terms of this Agreement.

2.2. This Agreement is a public agreement and, at the same time, an adhesion agreement.

2.3. The Buyer accepts the terms of this Offer by placing an Order and performing other actions provided for by the functionality of the Online Store.

2.4. An Order placed by the Buyer constitutes the Buyer’s offer to enter into a sales agreement for the relevant Goods on the terms specified in the Order.

2.5. The Agreement shall be deemed concluded from the moment the Seller confirms the Order, unless otherwise expressly provided by the legislation of Ukraine or the functionality of the Online Store.

2.6. The Order may be confirmed by sending the Buyer an appropriate notification by email, SMS, messenger, personal account, or another means of electronic communication that makes it possible to identify the fact that such notification was sent.

2.7. If the Seller is unable to fulfill the Order in full or in part, the Seller has the right to notify the Buyer thereof and offer to modify or cancel the Order. If a paid Order is cancelled, the funds shall be refunded to the Buyer to the extent subject to refund in accordance with the legislation of Ukraine.

2.8. By placing an order for the Goods, the Buyer confirms that they have read the terms of this Agreement and accept them in full and without reservations.

2.9. At the Buyer’s request, the Agreement may be executed in writing, unless otherwise provided by the legislation of Ukraine.

3. PLACING AN ORDER

3.1. The Buyer independently places an order in the Online Store using the “Cart” form, or by placing an order by email or by the telephone number specified in the contacts section of the Online Store.

3.2. The Seller has the right to refuse to place or fulfill an order if the information provided by the Buyer when placing the order is incomplete, inaccurate, or makes proper fulfillment of the order impossible, as well as in other cases provided by the legislation of Ukraine.

3.3. When placing an order on the Online Store website, the Buyer undertakes to provide the following mandatory minimum information necessary for the Seller to fulfill the order, including:

3.3.1. surname, first name, patronymic;

3.3.2. contact telephone number;

3.3.3. contact email address;

3.3.4. delivery address, method of delivery and payment for the Goods.

3.4. The name, quantity, SKU, and price of the Goods selected by the Buyer are indicated in the Buyer’s cart on the Online Store website.

3.5. If either Party requires additional information to perform the Agreement, such Party has the right to request it from the other Party. If the Buyer fails to provide the necessary information, the Seller shall not be liable for non-performance or improper performance of obligations if such non-performance or improper performance is caused by the absence or inaccuracy of the relevant information.

3.6. Acceptance of the terms of this Offer and conclusion of the Agreement shall be carried out in accordance with clauses 2.3–2.6 of this Agreement.

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

3.8. Prior to the Seller’s confirmation of the Order, the Buyer has the right to cancel the Order.

3.9. After the Order has been confirmed, modification or cancellation of the Order shall be carried out by agreement with the Seller, unless otherwise provided by the legislation of Ukraine or the provisions of this Agreement regarding withdrawal from the Agreement and return of the Goods.

3.10. The Seller has the right to refuse to accept or fulfill an Order if:

3.10.1. the Goods are unavailable or their sale is impossible;

3.10.2. the Buyer has provided incomplete, inaccurate, or insufficient information for fulfillment of the Order;

3.10.3. fulfillment of the Order would violate the legislation of Ukraine;

3.10.4. technical, organizational, or other circumstances have arisen that objectively make fulfillment of the Order impossible.

3.11. If the Seller refuses to fulfill an Order that has already been paid for, the funds paid by the Buyer shall be refunded to the extent subject to refund in accordance with the legislation of Ukraine and the terms of this Agreement.

3.12. By entering into the Agreement, the Buyer confirms that they have read the terms of this Offer, information about the Goods, their price, payment and delivery terms, and agree to them.

4. PRICE OF GOODS. PAYMENT PROCEDURE

4.1. Prices for Goods and services are determined independently by the Seller and are indicated on the Online Store website. All prices for Goods and services on the website are stated in the national currency — Ukrainian hryvnia.

4.2. The price of the Goods indicated when placing the Order is the price offered to the Buyer.

4.3. The final price of the Goods and the total value of the Order are fixed when the Seller confirms the Order.

4.4. After conclusion of the Agreement, the Seller has no right to unilaterally change the agreed price of the Goods or the total value of the confirmed Order, except in cases expressly provided by the legislation of Ukraine.

4.5. Changes in prices for Goods on the Online Store website do not affect the price of Goods in Orders for which the Agreement has already been concluded.

4.6. The cost of delivery of the Goods is indicated separately unless otherwise expressly stated on the website or in the Order Confirmation.

4.7. The Buyer, at their own discretion, makes payment using one of the payment methods offered by the Seller on the Online Store website.

4.8. Payment shall be deemed made at the moment when the relevant amount of funds is actually credited to the Seller’s account or when the successful payment is confirmed by the relevant payment service, depending on the selected payment method.

4.9. Fees of banks, payment systems, and other financial institutions, where charged in accordance with their applicable rules and tariffs, shall be paid in accordance with the terms of the selected payment method and the applicable legislation of Ukraine.

5. DELIVERY OF GOODS

5.1. Delivery of the Goods shall be carried out using the methods available for selection by the Buyer when placing the Order.

5.2. The Seller may perform delivery independently or engage Carriers.

5.3. The delivery cost is determined depending on the selected delivery method, delivery location, weight, and other conditions and is communicated to the Buyer before the Order is confirmed, unless such cost is fixed and stated on the website.

5.4. The period for transferring the Goods to the Carrier is indicated on the website or communicated to the Buyer when placing or confirming the Order.

5.5. The estimated delivery period after transfer of the Goods to the Carrier is determined in accordance with the terms and rules of the relevant Carrier.

5.6. If delivery is carried out by a Carrier, after the Goods have been transferred to the Carrier, the Seller does not control the transportation process; however, this does not release the Seller from its obligations to the Buyer in cases provided by the legislation of Ukraine.

5.7. Upon receipt of the Goods, the Buyer has the right to verify their compliance with the Order, including the name, quantity, completeness, integrity of the packaging, and presence of visible damage.

5.8. If damage to the packaging or Goods is discovered upon receipt, the Buyer is advised, where possible, to document such circumstances by photo or video and notify the Seller.

5.9. Receipt of the Goods by the Buyer or their representative confirms the fact of transfer of the Goods but does not deprive the Buyer of rights provided by the legislation of Ukraine regarding Goods of improper quality, hidden defects, or other circumstances that could not have been discovered upon receipt.

5.10. Ownership and the risk of accidental destruction or accidental damage to the Goods pass to the Buyer from the moment the Goods are handed over to the Buyer or another person designated by the Buyer to receive them, unless otherwise provided by the legislation of Ukraine.

5.8. The Buyer shall be provided with documents confirming payment and purchase of the Goods in accordance with the requirements of the legislation of Ukraine.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The Seller shall:

6.1.1. Transfer the Goods to the Buyer in accordance with the terms of this Agreement and the Buyer’s Order.

6.1.2. Provide the Buyer with information about the Goods that must be provided in accordance with the legislation of Ukraine.

6.1.3. Transfer Goods of proper quality and in proper condition, unless otherwise expressly agreed by the Parties and not contrary to the legislation of Ukraine.

6.1.4. Not disclose any personal data of the Buyer or provide third parties with access to such information, except in cases provided by the legislation of Ukraine, as well as where transfer of such data is necessary for proper fulfillment of the Order.

6.2. The Seller has the right to:

6.2.1. Amend the terms of this Agreement by publishing a new version on the Online Store website.

6.2.2. The new version of the Agreement shall enter into force from the moment of its publication, unless otherwise stated in the new version itself, and shall apply to Orders for which the Agreement had not been concluded at the time it entered into force.

6.2.3. Agreements already concluded shall be governed by the version of the Agreement effective at the time of their conclusion, unless otherwise provided by the legislation of Ukraine.

6.2.4. Engage third parties to perform actions related to fulfillment of the terms of this Agreement without additional approval from the Buyer.

6.3. The Buyer shall:

6.3.1. Before entering into the Agreement, review the content and terms of the Agreement and the prices offered by the Seller on the Online Store website.

6.3.2. Provide accurate and complete information necessary to fulfill the Order.

6.3.3. Comply with the terms and procedure for placing, paying for, and receiving the Order as defined by this Agreement.

6.3.4. Pay for the Goods in the manner and within the time limits specified by this Agreement and the confirmed Order.

6.3.5. Accept the Goods in accordance with the procedure specified by this Agreement.

6.3.6. Comply with the conditions for storage, consumption, or use of the Goods specified by the manufacturer on the packaging, in the instructions, or in other information accompanying the Goods.

6.4. The Buyer has the right to:

6.4.1. Receive information about the Goods and the terms of their purchase.

6.4.2. Receive the Goods in accordance with the terms of the confirmed Order.

6.4.3. Request a refund, exchange, or another means of protecting their rights in cases and in the manner provided by the legislation of Ukraine and this Agreement.

6.4.4. Contact the Seller regarding matters related to the Order, payment, delivery, quality, and return of the Goods.

7. RETURN OF GOODS

7.1. Return, exchange, or other claims by the Buyer regarding Goods of proper quality shall be carried out in cases and in the manner provided by the applicable legislation of Ukraine, taking into account statutory exceptions for certain categories of goods.

7.2. If, under the legislation of Ukraine, Goods of proper quality are not subject to exchange or return, such Goods shall not be accepted back by the Seller, except where return is made on grounds expressly provided by the legislation of Ukraine.

7.3. If the Buyer receives Goods of improper quality, damaged Goods, Goods that do not correspond to the Order, a shortage, or other defects, the Buyer has the right to contact the Seller with an appropriate claim within the time limits and according to the procedure established by the legislation of Ukraine.

7.4. To consider the request, the Seller may ask the Buyer to provide the Order number, a description of the problem, photographs of the Goods and packaging, or other information necessary to establish the circumstances.

7.5. Where necessary, the Buyer shall provide the Goods for inspection, quality verification, or examination in cases and in the manner provided by the legislation of Ukraine.

7.6. Where the legislation of Ukraine provides for return of the Goods to the Seller, the return procedure shall be agreed by the Parties taking into account the requirements of the legislation of Ukraine.

7.7. In cases where the Buyer is entitled to a refund of paid funds, the Seller shall refund them within the time limits and by the method provided by the legislation of Ukraine, taking into account the original payment method.

7.8. If additional payment details of the Buyer are required to process the refund, the Buyer shall provide accurate and complete details.

7.9. The Seller shall not be liable for any delay in refunding funds caused by the Buyer providing incorrect or incomplete payment details or by delays on the part of a bank or another payment service.

7.10. Expenses related to return of the Goods shall be allocated between the Parties in accordance with the legislation of Ukraine and the grounds for the return.

8. LIABILITY

8.1. The Seller is responsible for compliance of the Goods with the terms of the Agreement and the requirements of the legislation of Ukraine within the limits established by the legislation of Ukraine.

8.2. The Seller shall not be liable for consequences of improper consumption, use, storage, or transportation of the Goods by the Buyer if the Seller proves that such consequences arose as a result of the Buyer’s violation of storage conditions established by the manufacturer, recommendations for consumption or use of the Goods indicated on the Goods packaging, in the instructions, description of the Goods, or other information provided to the Buyer.

8.3. The Seller shall not be liable for improper or delayed fulfillment of the Order if this resulted from the Buyer providing inaccurate, incomplete, or untimely information necessary for fulfillment of the Order.

8.4. Where a Carrier is engaged, the Seller shall bear obligations and liability toward the Buyer within the limits established by the legislation of Ukraine. The relationship between the Seller and the Carrier shall not deprive the Buyer of rights provided by the legislation of Ukraine.

8.5. The Parties shall be released from liability for full or partial non-performance of their obligations if such non-performance results from force majeure circumstances that arose after conclusion of this Agreement, are extraordinary and unavoidable under the relevant conditions, and objectively make performance of the relevant obligations impossible.

8.6. Force majeure circumstances may include, in particular, war or military actions, terrorist acts, fires, floods, earthquakes, other natural disasters, blockades, decisions of public authorities, and other circumstances that meet the requirements of the legislation of Ukraine regarding force majeure.

8.7. A Party that is unable to perform its obligations due to force majeure circumstances shall notify the other Party of the occurrence of such circumstances and their impact on performance of obligations within a reasonable period, insofar as objectively possible.

8.8. The existence of force majeure circumstances does not in itself terminate monetary obligations that arose before their occurrence unless otherwise expressly provided by the legislation of Ukraine or by the nature of the relevant obligation.

9. CONFIDENTIALITY AND PERSONAL DATA PROTECTION

9.1. The Buyer’s personal data shall be processed in accordance with the Law of Ukraine “On Personal Data Protection” and other applicable legislation of Ukraine.

9.2. The Buyer’s personal data may be processed for the purposes of placing, confirming, and fulfilling the Order, delivering the Goods, making settlements, maintaining accounting and tax records, complying with legal requirements, considering the Buyer’s inquiries, and protecting the rights and legitimate interests of the Parties.

9.3. For the purpose of fulfilling the Order, the Seller may transfer necessary personal data to third parties, including Carriers, postal and courier services, payment services, providers of technical and information services, solely to the extent necessary to perform the relevant function and/or fulfill the Order.

9.4. Personal data shall be processed for the period necessary to achieve the relevant lawful purposes unless another period is established by the legislation of Ukraine.

9.5. The Buyer has the rights of a personal data subject provided by the legislation of Ukraine.

9.6. The Buyer shall provide up-to-date and accurate contact details necessary to fulfill the Order.

9.7. Service messages related to placing, payment, delivery, and fulfillment of the Order may be sent to the Buyer by email, SMS, messengers, or other means of electronic communication using contact details provided by the Buyer.

9.8. Advertising and marketing communications shall be sent where there is an appropriate legal basis and/or the Buyer’s consent, if such consent is required under the legislation of Ukraine.

9.9. Detailed terms of personal data processing are determined by the Seller’s Privacy Policy posted on the Online Store website.

10. OTHER TERMS

10.1. Information about the Goods posted in the Online Store is provided in accordance with the requirements of the legislation of Ukraine.

10.2. Information about Goods that are dietary supplements does not constitute medical advice, does not replace consultation with a physician, and should not be regarded as diagnosis, prevention, or treatment of diseases unless otherwise expressly established by legislation with respect to the relevant Goods.

10.3. The Buyer shall comply with the manufacturer’s information regarding the storage, consumption, and use of the Goods.

10.4. This Agreement is concluded in accordance with the legislation of Ukraine.

10.5. Each Party warrants to the other Party that it has the necessary legal capacity, as well as all rights and powers necessary and sufficient to enter into and perform this Agreement in accordance with its terms.

10.6. All disputes and disagreements arising between the Buyer and the Seller in connection with the conclusion, performance, amendment, or termination of this Agreement shall be resolved by the Parties through negotiations where possible.

10.7. The Buyer may contact the Seller regarding the Goods, Order, payment, delivery, return, or other matters related to performance of this Agreement by sending a request to the Seller’s email address or by another available means of communication specified on the Online Store website.

10.8. Buyer requests shall be considered within the time limits provided by the legislation of Ukraine, and where no special time limit is established — within a reasonable period.

10.9. Submission of a request or claim to the Seller does not deprive the Buyer of the right to apply to a court or other competent authorities in cases and in the manner provided by the legislation of Ukraine.

10.10. This Agreement is public and indefinite and remains in effect until the Parties have fully performed their obligations unless otherwise provided by the legislation of Ukraine.

10.11. Amendment or termination of this Agreement does not affect the rights and obligations of the Parties under Agreements concluded before the relevant amendments entered into force unless otherwise expressly provided by the legislation of Ukraine.

10.12. This Agreement may be terminated in cases and in the manner provided by the legislation of Ukraine and this Agreement.

10.13. In the event of discrepancies between information about the Goods stated on the website and information recorded in the confirmed Order, the information agreed by the Parties when entering into the Agreement shall apply to the relevant Order unless otherwise provided by the legislation of Ukraine.

11. SELLER’S ADDRESS AND DETAILS

Sole Proprietor Alla Viacheslavivna Bolokhovska

03115, Ukraine, Kyiv, 6 Deputatska Street, Apartment 242, Tax Identification Number 2995128929, registration date: 08.08.2019

registration number 20720000000048593, e-mail: info@btu_pharma.com

Online Store website: https://btu-pharma.com/