Contract of offer

PUBLIC OFFER
for the production of audio-video systems and music equipment

Place of conclusion of the offer: Tbilisi city.
The effective date of the Public Offer Agreement is “__” January 202__.

 

This public offer (hereinafter – “Offer”), in accordance with Article 329 of the Civil Code of Georgia, is an official offer of the Individual Entrepreneur VLADIMIR DARYMOV, record sheet of the Unified State Register of Individual Entrepreneurs issued on 21.08.2024; Identification Number: 304735981, (hereinafter – “Contractor”) for the production of audio-video systems and music equipment of Ultra Hi-End class of Ultra-Linear, Linear standard, through the use of the Internet site www.proaudioconsulting.pro to an unlimited number of persons (hereinafter – “Customer”) intending to conclude a contract with the Contractor for the production of audio-video systems2.3. and music equipment for private audio-video systems of Ultra Hi-End class.pro to an unlimited number of persons (hereinafter – “Customer”), intending to enter into a contract with the Contractor for the production of audio-video systems and music equipment for private audio-video systems of Ultra Hi-End class, Ultra-Linear, Linear standard, as well as recording studios and information, in accordance with the range and list specified on the site, remotely, directly on the Contractor’s website at: https://proaudioconsulting.pro, on the terms and conditions defined in this document, containing all the essential terms of the Offer, necessary and sufficient for the conclusion of the contract.

Under the contract concluded as a result of acceptance (hereinafter referred to as the Contract), the “Contractor” acts on its own behalf. Data on the “Contractor”, location, contact details of the “Contractor” are specified in clause 10 of this Offer.

The Offer may be accepted by any individual or legal entity intending to order (purchase) the Equipment, in accordance with the list specified on the official website of the Contractor: https://proaudioconsulting.pro.

The Customer unconditionally accepts all the terms and conditions contained in the offer as a whole (i.e. in full and without exception).

In case of acceptance of the terms and conditions of this Offer, an individual or a legal entity becomes the Customer. Acceptance is considered to be the date of sending the Application for the Equipment manufacturing.

By accepting the Offer, the Customer confirms that he/she is familiarized with the terms and conditions of the below mentioned Agreement, all annexes to the Agreement, including Rules and Instructions, Personal Data Processing Policy, agrees with their content and conditions.

The Agreement made in the above order shall be deemed to have been concluded in simple written form, shall not require hard copy and shall have full legal force (acceptance of the Offer shall be tantamount to conclusion of the Agreement on the terms and conditions set forth in the Offer).

The Public Offer and any additions / modifications to the Public Offer, including the range of audio – video – systems and audio equipment, price negotiation procedure, delivery, installation, other rules and applications, are official documents and are published on the official website www.proaudioconsulting.pro. The administrator of the website is the Contractor.

This Offer can be changed and/or supplemented by the Contractor unilaterally without any special notification about it, but with indication of its effective date. The new edition of the Offer comes into effect from the moment of its placement on the Website, unless otherwise provided in the new edition of the Offer.  The term of validity of this Offer is not limited and the Offer is valid for the entire period of its presence on the Site. 

In connection with the above, carefully read the text of this public Offer and if you do not agree with any clause of the Offer, the “Contractor” offers you to refuse to accept the offer, and accordingly from the conclusion of the Contract.

If the Customer has any questions regarding the list, name and assortment, he/she should consult the manager of the website before placing the Order.

 

Terms and Definitions.

For the purposes of this Offer, the following terms shall have the following meaning:

“Site” means an informational web resource located on the Internet at https://proaudioconsulting.pro.

“Customer” – a legally capable natural person or legal entity, which makes an acceptance of this Offer and acquires the status of the Customer under the concluded Agreement.

“Parties to the Contract” means the Contractor and the Customer.

“Equipment” – Audio-video systems and musical equipment, the list, name and assortment of which are specified on the official website of the Contractor: https://proaudioconsulting.pro.

“Order” – the Customer’s request for manufacturing of individual items from the assortment list of the Equipment manufactured by the Contractor, specified by the Customer when making an order on the Internet site or through the manager of the Internet site.

“Personal account” – a page on the official website of the Contractor: https://proaudioconsulting.pro, containing information about the name, list and range of the Equipment manufactured by the Contractor. To register a personal account it is necessary to provide at least the data on the Customer’s subscriber phone number.

 

1. Subject of the Contract

1.1. The Contractor undertakes to manufacture according to the Customer’s Order and transfer into the ownership of the Customer the manufactured Equipment (hereinafter referred to as the Equipment), the name, quantity, completeness and assortment of which are specified in the Order agreed by the Parties, which after its agreement is an integral part of the Agreement, and the Customer undertakes to inspect, accept and pay for the Equipment in the amount, order and terms stipulated by this Agreement.

1.2. The Contractor transfers into the ownership, and the Customer accepts and pays in the amount, order and terms stipulated by this Agreement.

1.3. The Contractor has the right not to accept the Customer’s Order for execution in the following cases:

       – due to incorrectly specified by the Customer characteristics of the Equipment, which are not available on the Contractor’s website;

       – due to incorrectly specified dimensions/parameters, quantity of Equipment;

       – due to technical and technological impossibility to produce the Equipment at the time of submitting the Application, including due to lack of raw materials and supplies for its production.

In this case, the Contractor shall notify the Customer prior to acceptance of the Order, proposing him to make changes in the composition of the Equipment and in the Order or to agree on another deadline for submission of the Order.

1.4. This Contract and its annexes are official documents of the Contractor and an integral part of the Offer.

 

2. Placing an Order

2.1. Ordering of the Equipment is carried out by the Customer after preliminary agreement of the type, characteristics and composition of the ordered Equipment by contacting the manager of the website by phone: +44 7925 196 908; +1 360 360 9978; +90 534 257 48 58. When ordering the Equipment in his Order, the Customer consents to the collection and processing of personal data and undertakes to provide the following registration information about himself:

– surname, first name, patronymic (if available) (in English);

– passport information;

– address of incorporation;

– e-mail address;

– contact number;

– other terms and conditions as agreed with the manager of the website depending on the type and features of the ordered Equipment.

2.2. When placing an Order, the Customer undertakes to provide the information specified in clause 2.1. of this Agreement. The Customer accepts the terms and conditions of this Agreement by entering the relevant data into the Order form. The Customer has the right to edit the registration information about himself. The manager of the Internet site does not change or edit the registration information about the Customer without the consent of the latter. The Contractor undertakes not to disclose the Customer’s data specified during registration on the website when placing an Order to persons not related to the execution of the Order. After placing an Order through the manager of the Internet site, the Customer receives a unique identification number of the Order. Having approved the Order of the selected and agreed with the manager of the Equipment, the Customer provides the manager of the Internet site with the necessary information in accordance with the procedure specified in clause 2.1. of this Agreement.

2.3. The Contractor and the manager of the website are not responsible for the content and accuracy of the information provided by the Customer when placing the Order.

2.4. The Customer is solely responsible for the accuracy of the information provided when placing the Order.

2.5. Payment, including advance payment by the Customer, of the Order placed on the Internet site means the Customer’s consent to the terms and conditions of this Agreement and approval of the Application on the terms and conditions agreed by the Parties. The day of payment by the Customer of 50% of the cost of the Order shall be the date of conclusion of the Contract between the Contractor and the Customer.

2.6. When collecting and processing personal data, the Customer expresses his consent to the processing of his personal data in cases where such consent is required in accordance with the provisions of the Law of Georgia “On Personal Data Protection” dated June 14, 2023, as well as to the receipt of information messages, including advertising information, including the consent to receive such messages and information through messages via Viber, WhatsApp, Telegram and similar Internet messengers, disseminated via communication networks for the purposes and in cases where such consent is required.

 

3. Order Fulfillment Term

3.1. The Contractor undertakes to manufacture the Equipment and the Client undertakes to accept it within the period agreed by the Parties depending on the type and characteristics of the Equipment ordered by the Client and specified by the Parties in the Application. In cases of force majeure, the Contractor reserves the right to transfer the Equipment for the period of force majeure.

3.2. The equipment is considered to be handed over by the Contractor and accepted by the Customer or his official representative at the moment of signing of the international bill of lading by the Parties. The Contractor’s obligation to transfer the Equipment to the Customer shall be deemed fulfilled at the moment of signing of the international bill of lading by the Parties.

3.3. Title to the Equipment shall pass to the Customer at the moment of signing of the international consignment note by the Parties.

3.4. The place of hand over of the Equipment is the Contractor’s warehouse at_________________ unless otherwise specified in the Specification.

3.5. Free storage of the Equipment at the Contractor’s warehouse is provided within 7 calendar days from the moment of notification of the Customer by the Internet site manager about the availability of the Equipment at the Contractor’s warehouse. For each subsequent day the Customer shall be liable for untimely removal of the Equipment from the Contractor’s warehouse (self-carriage) and shall pay storage fee at the rate of 0.5% of the Equipment cost for each day of storage exceeding 7 days.

3.6. The Equipment is handed over to the Customer packed. Upon acceptance of the Equipment the Customer shall check availability, composition, integrity, operability and quality of the Equipment.

3.7. The Contractor undertakes to manufacture the Equipment in due time and of proper quality. The warranty period for the Contractor’s work is 2 (Two) years from the date of acceptance of the Equipment. If during the warranty period defects (defects) preventing normal use of the Equipment are discovered, the Contractor is obliged to eliminate them at the Customer’s request at his own expense within the period agreed by the Parties. In this case the warranty period shall be extended for the period of elimination of defects (defects).

3.8. During the warranty period the Customer is recommended to keep the documents confirming payment and delivery of the goods. No temporary replacement with similar Equipment shall be performed during the warranty period.

3.9. In case the Customer provides false information about his contact details, the Contractor shall not be liable for improper fulfillment of the Order.

3.10. After payment of 50% of the cost of the Equipment under the Contract, the Customer’s Order shall be deemed accepted by the Contractor for work.

3.11. Performance of works on manufacturing of the Equipment under the present Contract consists of 2 stages:

3.11.1. First stage: Procurement of materials and components for the Equipment manufacturing. This stage is considered to be completed after the Customer is notified about the purchase of materials and components.

3.11.2. The second stage: Manufacturing of the Equipment. This stage is considered to be completed after the Equipment is handed over to the Customer in finished form and the Parties sign the international bill of lading.

 

4. Payment of the Order

4.1. The Customer, after placing the Order by coordinating the Order with the Contractor, within 3 (three) working days transfers payment in the amount of not less than 50% of the cost of the agreed equipment to the Contractor’s settlement account according to the details specified in clause 8 of this Agreement or makes a cash payment to the Contractor’s cash desk.

4.2. The Customer shall transfer the remaining 50% of the cost of the Equipment and delivery to the Contractor’s settlement account according to the details specified in clause 8 of this Agreement or pay in cash to the Contractor’s cash desk within 3 (three) working days from the moment of the Contractor’s notification of the readiness of the Equipment for shipment, unless otherwise specified in the Specification.

4.3. The Customer’s obligation to pay for the Equipment shall be deemed to be fulfilled at the moment of receipt of funds to the Contractor’s settlement account or on the day of cash deposit to the Contractor’s cash desk or by transferring a payment through the payment gateway “Stripe” on the Internet site at: http://proaudioconsulting.pro/checkout.

4.4. Payment can be made on the Contractor’s website through the electronic payment system, if such a function is available.

4.5. The price for each set of the Equipment is requested by the Customer from the manager of the Website.

4.6. The Customer shall pay for the order by any method available on the Contractor’s website.

4.7. The Contract price shall be set in US dollars, settlements shall be made in US dollars, unless otherwise stipulated in the Specification.

4.8. The Buyer shall pay the amount due, as per the terms of the agreed price between the Buyer and Contractor and clause 4.1, in one of the following ways: a) – payment of an advance payment to the Seller in the amount of 100% of the contractual price not later than “__” _____________ 202_; b)- payment of an advance payment to the Seller in the amount of 50% of the contractual price in the amount of _________________________ USD within _________________________ from the date of conclusion of this contract. The final payment under the contract in the amount of _________________________ USD shall be made by the Buyer not later than “__” _____________ 202_.

 

5. Refundingan Order

5.1. The rights, obligations of the Parties, as well as the Customer’s claims related to detection of defects of the Equipment manufactured and transferred under this Contract shall be regulated by the current legislation of Georgia.

5.2. In case of any defects of the Equipment manufactured and transferred under this Agreement, the Customer shall make a written application to the Contractor, indicating the reasons for the application and send it to the e-mail info@proaudioconsulting.pro – the volume of the e-mail may not exceed 4 mb.

5.3. Claims of the Customer to the Contractor about violation of the Agreement or the current legislation of Georgia must be made in writing and sent to: Georgia, Tbilisi, Krtsanisi District, Nino and Ilia Nakashidze street, N1 (formerly Avlevi), Apartment N3, building N3, simultaneously to the e-mail info@proaudioconsulting.pro – the volume of the e-mail cannot exceed 4 mb.

5.4. The Customer has no right to refuse the Equipment of proper quality having individually defined properties, if the said Equipment can be used exclusively by the Customer purchasing it, has a narrowly focused area of application of this Equipment and is manufactured by the Contractor according to his individual Order.

5.5. In case of returning the Equipment, the amount paid by the Customer for the Equipment of improper quality shall be returned to the Customer within 15 working days from the moment of submission of the relevant documented request. If the Equipment was paid for through the electronic payment system, the refund is also made through the electronic payment system to the Customer’s account.

5.6. Claims for integrity and safety of the Equipment parts: parts and accessories made of glass or other breakable materials, scratches and mechanical damage are not accepted after the Equipment is handed over to the Customer or its authorized representative.

 

6. Rights, duties and responsibilities of the Parties

6.1. The Parties shall be liable for failure to fulfill their obligations in accordance with the legislation of Georgia.

6.2. The Executor is not responsible for the content and reliability of the information provided by the Customer when placing an Order on the Executor’s website.

6.3. The Contractor has the right to record telephone conversations with the Customer and undertakes to: prevent attempts of unauthorized access to information and/or its transfer to persons not directly related to the execution and performance of Orders; detect and suppress such facts in a timely manner. Telephone conversations are recorded in order to control the activity of the Website Manager and to control the quality of Order fulfillment.

6.4. The Customer undertakes not to use the Equipment ordered via the Contractor’s website for business purposes.

6.5. Title to the Order as well as the risk of its accidental loss or damage shall pass to the Customer from the moment of receipt of the Equipment.

6.6. The Parties shall be released from liability for non-fulfillment or improper fulfillment of obligations under the Contract for the period of force majeure. Force majeure circumstances shall mean extraordinary and insurmountable under the given conditions circumstances preventing the Parties from fulfillment of their obligations under this Agreement. They include natural phenomena (earthquakes, floods, etc.), circumstances of public life (military actions in the country of production of components, states of emergency, major strikes, epidemics, etc.), prohibitive measures of state authorities (prohibition of transportation, currency restrictions, international sanctions of trade ban, etc.). During this time the Parties have no mutual claims, and each of the Parties assumes its own risk of the consequences of force majeure.

6.7. The rights and obligations of the Parties, which are not stipulated by this Agreement, shall be regulated by the civil legislation of Georgia.

 

7. Other conditions

7.1. The Customer may be provided with additional services for assembly, installation, and delivery of the Equipment.

7.2. The Customer’s authorized representative shall have a power of attorney for the right to order and receive the Equipment from the Contractor.

7.3. The Contract shall come into force from the moment of making the Acceptance by the Customer in the manner prescribed by this Contract and shall remain in force until the Parties fulfill all their obligations thereunder or until early termination of the Contract.

7.4. The terms and conditions on which this Contract is concluded may be changed either by agreement of the Parties or in accordance with the current legislation of Georgia.

7.5. Disputes and disagreements related to the execution of this offer, the Parties will resolve through negotiations.

7.6. In case of impossibility to settle disputes through negotiations, they shall be settled in accordance with the current legislation of Georgia.

7.7. Notices, letters, shipping documents under this Contract shall be deemed to be duly transmitted, shall be equal to hard copy documents and shall have legal and evidentiary force, provided that they are transmitted via e-mail specified by the Parties in this Contract and in the Application to this Contract.

7.8. Appendices:

1. Application form.

 

8. Contacts and Bank Details of the Contractor

Firm name : Individual Entrepreneur:
VLADIMIR DARYMOV
IN: 304735981
Legal address: Georgia, Tbilisi, Krtsanisi
District, Nino and Ilia Nakashidze street,
N1 (formerly Avlevi), Apartment N3,
building N3
IBAN: GE68CD0360000044667061
Bank name: JSC CREDO BANK
Bank code: JSCRGE22
Payment through the payment gateway
“Stripe” on the Internet site at:
http://proaudioconsulting.pro/checkout
Phone: +44 7925 196 908;
+1 360 360 9978; +90 534 257 48 58.
E-mail: info@proaudioconsulting.pro
www.proaudioconsulting.pro

 

 

 

 

 

Appendix No. 1
to the PUBLIC OFFER.
for the production of audio-video systems and music equipment
dated “___”___________202__.

 

PRODUCTION ORDER

 

Completion date: “___”___________202__.
CONTRACTOR:

 

CUSTOMER DETAILS:

 

Surname, first name, patronymic (if available)
Address of registration
Passport data (series, number, date of issue, by whom issued).
Contact phone number
E-mail address
Other data

 

ORDER DETAILS:

Name of equipment
Assignment
Quantity
Characteristics
Cost
Order fulfillment period
Additional services

 

Customer:____________/______________/
The application is agreed to:

Contractor:__________/_____________/