Terms and conditions
PUBLIC OFFER FOR SALE OF MODEL DOCUMENTS,
"CORPORATE PRACTICE LAW FIRM" LLC
City of Moscow January 15, 2010
Corporate Practice Law Firm LLC (Main State Registration Number 1117746306700) (hereinafter - «CPLF») hereby offers to conclude the agreement regarding purchase of legal services rendered in the form of provision of one or several ready model documents listed at the web-site: http://corporate-law.ru/en/shop.
By accepting this Offer in the way described below, you (hereinafter - the "Client") are concluding the Agreement on the conditions and with the contents set forth in this Offer publiched at: http://corporate-law.ru/en/publicoffer.
In this Offer everywhere except expressly stated to the contrary, the following terms will be having the following meanings:
Public Offer - offer containing all the substantial conditions, stating the will of the person making the offer to conclude the agreement on the conditions stated in the offer with any person, who accept it (part 2 of Article 437 of the Civil Code of the Russian Federation).
CPLF's web-site - sourse of information, situated in the Russian zone of Internet, having its unique domain name: http://corporate-law.ru/en, http://corporate-law.ru with all pages and sub-domains.
Ready Contracts Shop - internet shop situated at CPLF's web-site and having its address at: http://corporate-law.ru/en/shop whereby CPLF is selling Model documents.
Documents and materials - all the documents and materials posted at the CPLF's web-site in order to inform CPLF's current and prospective clients about the services rendered by Corporate Practice Law Firm, including without limitation: samples and fragments model documents (international trade contracts or agreements, import/export and other contracts, etc.), lists of important aspects that should be addressed while certain international trade contracts' and/or other documents' preparation, model ready contracts' descriptions. All the documents and materials shown at CPLF's web-site does not reflect particular terms and conditions of particular deals that may be concluded using their texts. Documents and materials published at CPLF's web-site shall not be considreed as a legal advice and/or consultation that can be applied without adaptation to the particular situation by qualified lawyer.
Model documents (Ready contracts, Ready documents) - templates of international trade contracts and other documents created by "Corporate Practice Law Firm" LLC and offered for purchase at the CPLF's web-site.
Parties - "Corporate Practice Law Firm" LLC and the person, who accepted this Public Offer in the procedure stated below.
- SUBJECT-MATTER OF THE OFFER
1.1 The present document sets forth the procedure and conditions of sale of Model documents in Russian language, in English language and bilingual (in English and Russian languages) through Ready Contracts Shop at CPLF's web-site: http://corporate-law.ru/en/shop.
1.2 The list of Model documents, their prices and descriptions are shown at the corresponding pages of Ready Contracts Shop at CPLF's web-site.
1.3 Model documents in English language, in Russian language or bilingual (in English and Russian languages) are provided in the form and with the contents they have as of the moment of sale ("as is" principle) and can be taken by the Client as a basis or used as samples while particular legal documents creating (contracts, agreements, other documents) for particular deal.
- MOMENT OF THE AGREEMENT'S CONCLUSION
2.1 Text of this document is a public offer (according to Article 435 and part 2 of Article 437 of the Civil Code of the Russian Federation) and is effective for CPLF as of the moment of its publication in Internet at CPLF's web-site at: http://corporate-law.ru/en/publicoffer.
2.2 Submission of the Order for the purchase of Model documents by the Client at CPLF's web-site and payment for the ordered Model documents shall be considered as full and undoubted acceptance by the Client of this Offer and conclusion by the Client of the Agreement with CPLF based on it. At that it is not necessary that the Agreement be created in the form of one document in paper signed by both Parties.
2.3 Acceptance of this Offer shall also constitute the acceptance of all additional agreements and other provisions published at the CPLF's web-site in relation to the CPLF's services and defining the procedure of the Parties' communication.
2.4 Notwithstanding the provisions of the present document, CPLF and Client are entitiled based on mutual consent to conclude the Agreement for the services rendering in the form of one document signed by both parties.
2.5 For the purposes of increase of sales, CPLF reserves the right to publish information about its Model documents on free or paid sources, internet sites, internet shops, etc., as well as on other web-sites belonging to CPLF or its affiliated parties. In case of discrepancy of information regarding prices of Model documents reflected on such other web-sites with information reflected at CPLF's web-site (corresponding pages of Ready Contracts Shop, http://corporate-law.ru/en/shop), the prices reflected at CPLF's web-sited shall be considered as having precedence and shall be used.
3.1 Choice and order of Model documents shall be made via Internet using the interface at Ready Contracts Shop, http://corporate-law.ru/en/shop.
3.2 Prices and description of particular Model documents are reflected at web pages of Ready Contracts Shop dedicated to corresponding Model documents.
3.3 By submission of the order, the Client expressly agrees and gives CPLF the permission to proceed, use, store of its personal data in relation to the processing and executing of the order.
3.4 In the order the Client shall reflect the article and ID of the Model document he wants to purchase, quantity of Model documents, as well as Client's contact information (including for legal entities: full denomination, Registration number, Tax payer number, phone number with country and city codes, e-mail, zip code; for individuals: First and Last name, passport details, phone number with country and city codes, e-mail, zip code).
4.1 Model documents are sold on the basis of 100% pre-payment. Price of Model document reflected at CPLF's web-site does not include the cost of their adaptation for the particular deal planned to be concluded by the Client.
4.2 Payment must be performed by transfer of money funds to CPLF using the payment systems and requisites reflected at Ready Contracts Shop web page, or by bank transfer to the CPLF's bank account according to invoice created after order submission.
4.3 While making payment it is necessary to reflect the number of order and ID of ordered Model document.
4.4 Cost of money transfer is payable by the Party making the transfer.
4.5 Client undertakes to ensure that CPLF receive the price of ordered Model document in full. If CPLF receive not full amount due for ordered Model document, CPLF will send to the Client an e-mail requesting to pay additional part of the price.
4.6 Client shall have the right to unilaterally refuse to receive the ordered Model document up to the moment when CPLF has sent to him the Model document. Return of money funds shall be performed withholding the costs of transfer.
4.7 Client shall be considered duly paid as of the moment when money are charged at CPLF's account or merchant reflected at payment page of Ready Contract Shop.
4.8 Price of Model documents is not subject to VAT.
- TRANSFER OF MODEL DOCUMENTS TO CLIENT. BOOKKEEPING DOCUMENTS
5.1 Model documents ordered and paid for by the Client shall be transferred to the Client by CPLF within three (3) hours as of the moment of receipt by CPLF 100% price of the ordered Model documents. Model documents in MS Word (2003) format shall be transferred to the Client by e-mail address submitted by the Client while making order.
5.2 To accelerate receipt of ordered and paid Model document, the Client can send the scanned copy of the payment order to the bank with bank mark on its acceptance to the e-mail: email@example.com.
5.3 Model document shall be considered received by the Client as of the moment when e-mail message containing Model document as attachment is sent to the Client. As of this moment CPLF shall be considered duly fulfilled its obligations regarding transfer of Model document.
5.4 CPLF undertakes all reasonable efforts in order to ensure that messages are sent free of viruses, however CPLF does not bear responsibility for any negative effect for systems or information related with opening of the message sent by CPLF.
5.5 For the purposes of Agreement concluded based on this Offer, Parties consider necessary and enough transfer by CPLF to the Client of Act of Services Rendering via e-mail within ten (10) days following calendar month when order was submitted and paid for.
5.6 Act of Services Rendering shall be reviewed by the Client within five (5) days as of the date of its receipt. Within the term specified by this paragraph Client undertakes to sign the Act and transfer it to CPLF or to send to CPLF detailed and substantiated rejection to sign the Act. Rejection to sign the Act shall be considered substantiated only if the Client prove that Model document does not comply with the mandatory requirements of the law of the Russian Federation. If within the term specified in this paragraph CPLF does not receive the substantiated rejection to sign the Act, then services rendered by CPLF shall be considered accepted by the Client as of the last day of the term specified in this paragraph, notwithstanding the fact if Act of Services Rendering was signed or not.
- RIGHTS AND LIABILITIES OF THE PARTIES
6.1 CPLF undertakes to:
6.1.1 Transfer to the Client Model agreement ordered and paid for by the Client.
6.1.2 Not to disclose confidential information of the Client and not to disclose it to the third parties, except for the cases stipulated by the legislation.
6.1.3 Provide the Client with possibility to obtain free phone consultations via phones reflected at CPLF's web-site. The extent of consultations shall be connected to the particular issues related to the services' rendering.
6.1.4 Re-pay to the Client money funds received from the Client in the amount, procedure and on the conditions reflected in the present document.
6.2 CPLF shall be entitled to:
6.2.1 Change at any time quantity and types of Model documents offered for sale at Ready Contracts Shop, as well as their prices and conditions.
6.2.2 At its discretion to provide discounts for purchase of Model documents.
6.2.3 At any time at its discretion to amend and change the contents of Model documents.
6.2.4 Amend this Offer and Agreement, prices and conditions of sale of Model documents unilaterally.
6.2.5 Unilaterally reject fulfillment of Agreement concluded based on this Offer in case of non-fulfillment of its obligations by Client.
6.2.6 Receive price of the Model documents reflected at Ready Contracts Shop (http://corporate-law.ru/en/shop) in full.
6.2.7 Receive, process, use, store personal data of the Client in the course of orders submission and fulfillment.
6.3 Client undertakes to:
6.3.1 Until the moment of Agreement conclusion based on this Offer, to review this Offer, its conditions, as well as prices and descriptions of Model documents at: http://corporate-law.ru/en/shop.
6.3.2 Timely and fully pay for the ordered Model documents.
6.3.3 In cases of any changes or rejection of the order immediately send to CPLF notice by e-mail: firstname.lastname@example.org. At that the Client agrees that changes and/or rejection of the order are possible only up to the moment when Model document is sent by CPLF to Client.
6.3.4 Obey and ensure intellectual rights of CPLF in relation to Model documents ordered and paid for. Not to transfer Model documents to third parties (except for counter party of the deal), not to amend or change and not to publish Model documents in free or limited access fully or partially (both in hard copy and in Internet, as well as by Internet subscription), not to include Model documents into the books without prior written consent by CPLF and without payment to CPLF remuneration for that agreed with CPLF.
6.4 Client shall have the right to:
6.4.1 Send its comments regarding Ready Contracts Shop via e-mail: email@example.com.
6.4.2 Receive fully paid for Model document in the procedure and on the conditions stipulated by this Offer.
6.4.3 Adapt Model documents to business conditions of particular deals planned to be concluded by the Client, or to contract professional legal specialist, including specialist from CPLF. CPLF can not guarantee the suitability of particular Model contract for particular purposes of the Client's deal.
- WARRANTIES AND RESPONSIBILITY OF THE PARTIES
7.1 CPLF hereby represents and warrants that Model documents:
- Are complying to the international trade usages and customs, including Incoterms in the version mentioned in the particular Model documents;
- Are created by the international lawyers specialised in legal support of foreign trade;
- Are written in a fine legal English language (in case of purchase of bilateral Model documents or Model documents in English language), and having layout usual for international contracts and similar documents;
- Are having precise translation (for bilingual Model documents), where text in English language fully complies to the text in Russian language, and translation is made by highly-qualified international lawyer;
- Are created on the basis of real international contracts and other documents successfully concluded multiple times.
7.2 For non-fulfillment or improper fulfillment of the obligations hereunder, the Parties shall be liable under the law of the Russian Federation.
7.3 As Model documents reflect model and sample information regarding possible contents and layout of legal documents, Client, by accepting of this Offer, agrees that CPLF shall not be liable for any mistakes, omissions, etc., related with use of Model documents by Client for the particular deal. In any case, the liability of CPLF is limited by the price of Model agreement received from Client. Any type of losses in the form of direct and/or indirect loss are not subject to compensation.
7.4 Parties shall be released from liability for non-fulfillment or improper fulfillment of their obligations hereunder for the time when force majeur. As a force majeure shall be considered any circumstances preventing fulfillment of the obligations hereunder, including state prohibitions, currency limitations, etc.
- TERM OF AGREEMENT AND ALTERATION
8.1 CPLF shall be entitled unilaterally to change any provisions of this Offer and/or reject this Offer at any moment on its sole discretion. Notice on amendment and/or rejection of this Offer shall be published at CPLF's web-site and at Ready Contract Shop web-page. All amendments shall be in force and binding for the Client as of the moment of their publication at CPLF's web-page.
8.2 Client undertakes and agrees that amendments to this Offer shall result in the change of the Agreement between Client and CPLF.
8.3 Agreement concluded based on this Offer shall have legal force as of the moment of accept of this Offer by Client by way of submission of the Order and payment for it, and shall be in force until fulfillment by the Parties of their obligations.
9.1 This Offer, Agreement, its conclusion and execution are governed by the current law of the Russian Federation.
9.2 If disputes between CPLF and Client in relation to the Agreement concluded based on this Offer are not settled via negotiations, such disputes shall be transferred for final resolution to the Arbitration court of city of Moscow.
9.3 Any notices under the Agreement concluded on the basis of this Offer shall be sent between the Parties via e-mail or Russian post.
9.4 CPLF shall be entitled without prior consent of the Client to assign its rights under the Agreement concluded based on this Offer to any third parties, notifiying the Client by e-mail submitted together with order.
9.5 Client shall not be entitled to assign its rights under the Agreement concluded on the basis of this Offer to third parties without prior written consent by CPLF.
9.6 Parties agree that documents transferred via facsimile or e-mail containing electronic reproduction of signatures and seals shall be considered as made in a written form.
PhD in law, LLM
Nataliya S. Biryukova