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DARK BY RIOR

Public Agreement on Exclusive Supply of Cosmetics for Salons

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  • Public Agreement on Exclusive Supply of Cosmetics for Salons

PUBLIC AGREEMENT

on the exclusive supply of cosmetic products for beauty salons

 

Kyiv

Revision No. 01-090625

June 9, 2025

 

I. GENERAL PROVISIONS AND DEFINITION OF TERMS

1.1. In accordance with Part 1 of Art. 213 of the Civil Code of Ukraine, exclusively the Supplier, apart from a court, has the right to interpret the Agreement and the terms used therein. For a more precise understanding of the terms of the Agreement, terms are used herein with the following meanings:
1.1.1. Agreement means this document (Public Agreement on the exclusive supply of cosmetic products for beauty salons) provided to ভো Buyer for review before paying for the goods.
1.1.2. Supplier – Individual Entrepreneur MAKSYMENKO RITA DMYTROVNA, registered at: 49000, Dnipropetrovsk oblast, city of Dnipro, Universalna St., building 17, apartment 6, RNOKPP: 3565902748, entry in the Unified State Register No. 2002240000000165894 dated May 29, 2025, contact email: sales@darkbyrior.ua.
1.1.3. Buyer – an economic entity or individual who has full civil capacity and legal capability, wishes to purchase the Goods, and has agreed to the terms of this Agreement or has already purchased the Goods.
1.1.4. Goods – cosmetic products.
1.2. This Agreement is a public offer for concluding a supply agreement for Goods for beauty salons that meet the requirements determined by the Supplier. The moment of concluding this Agreement is considered the occurrence of the following set of circumstances:
1.2.1 Written confirmation by the Supplier of the compliance of the Buyer's beauty salon with the established requirements, which is confirmed by an issued invoice or expense invoice signed by the Supplier;
1.2.2 The fact of full payment for the cost of the Goods based on the invoice issued by the Supplier or the provision of an expense invoice or payment link or other initiation of payment processing under this Agreement by the Supplier.
Independent transfer of funds by the Buyer as partial or full payment for the cost of the Goods without confirmation from the Supplier regarding the compliance of the Buyer's beauty salon with the established requirements or without any initiation of payment for the Goods by the Supplier is not considered the conclusion of the Agreement. If the Agreement was not concluded, but the Buyer transferred funds, the latter has the right to a refund based on an application submitted by them to the Supplier at the email address specified in clause

1.1.2. of the Agreement. The refund is made within 10 (ten) working days from the moment the application is received by the Supplier and confirmed by the latter regarding the erroneous transfer of funds by the Buyer.
1.3. This Agreement can be concluded only by a resident of Ukraine who has full civil capacity and legal capability under the legislation of Ukraine. If a person does not meet the requirements specified in this paragraph, but by deception concluded the Agreement with the Supplier, the Supplier hereby notifies that it does not bear any responsibility for such actions and as soon as it becomes known about the Buyer's violation of this paragraph, the Supplier shall have the right to prematurely terminate the Agreement by written notification to such person about the date of termination of the Agreement in any convenient way for the Supplier, in particular, to the email address provided by the Buyer, in any messenger by phone number.
1.4. Before paying for the Goods, i.e., before accepting this Agreement, the Buyer is obliged to familiarize themselves with the terms of this Agreement. The Supplier places this Agreement in the public domain for unhindered review of its terms at the link: https://darkbyrior.ua/en/partnership-with-salons, and can also provide this Agreement in a convenient messenger or to the Buyer's email. If the Buyer does not understand the meaning of any clause of this Agreement, the Buyer is obliged to contact the Supplier for clarification of such clause(s). Full or partial payment for the Goods means full familiarization with the terms of the Agreement by the Buyer, as well as unconditional agreement with all clauses of this Agreement.
1.5. In case the Buyer does not agree with any terms of this Agreement and/or does not agree to comply with the terms of this Agreement (or a new edition of the Agreement), they are obliged not to conclude (accept) this Agreement. The Buyer independently bears all risks associated with accepting this Agreement in case of disagreement with its provisions, and the Supplier is released from any responsibility to the Buyer.

II. SUBJECT OF THE AGREEMENT

2.1. The Supplier undertakes to transfer into the ownership of the Buyer cosmetic goods, in particular for nail and hand skin care, as well as other cosmetic products specified in the expense invoice, at a discount, and the Buyer undertakes to accept and pay for the Goods under the conditions provided for by this Agreement.
2.2. The name, quantity, cost of the Goods, and other conditions are finally indicated in the expense invoices, which are an integral part of this Agreement.
2.3. Considering the supply of Goods at a discount, the Buyer undertakes not to transfer (alienate) the Goods to other economic entities, except for the exception provided for in cl. 2.4.2. of the Agreement.
2.4. Within the framework of this Agreement, the Supplier provides the Buyer with:
2.4.1. Access to the Supplier's knowledge base;
2.4.2. Permission to sell to the Buyer's clients (individuals) care cosmetics of the TM "DARK BY RIOR" brand (creams, cuticle oils, anti-onycholysis oils, dry oils). The sale of other Goods of TM "DARK BY RIOR" to the Buyer's clients is strictly prohibited.

III. SUPPLY TERMS

3.1. Orders are accepted in electronic form. Depending on the number of salons and masters in the salon, the Supplier independently determines the minimum order amount for a batch of Goods, which can be either 7,000.00 UAH (seven thousand hryvnias 00 kopecks) or 10,000.00 UAH (ten thousand hryvnias 00 kopecks) including the discount. Based on the order, the Supplier generates an expense invoice.
3.2. The supply of Goods is carried out at the expense of the Buyer and in batches. A batch of Goods is Goods formalized by a single shipping document or expense invoice.
3.3. The Supplier delivers the Goods (batch of Goods) on the day of payment for the Goods, but no later than within 3 (three) working days from the moment of payment for the Goods on the terms of delivery FCA – Kyiv city (delivery service warehouse) according to the rules "Incoterms-2020" (ICC Incoterms® 2020). The Buyer undertakes to reimburse the Supplier for the cost of delivery.
3.4. In case, through the fault or at the request of the Buyer, the basic delivery terms specified in this Agreement have changed, all expenses associated with these changes are attributed to the Buyer, who pays for their cost based on issued invoices.
3.5. Ownership of the Goods, as well as all risks associated with them, passes from the Supplier to the Buyer from the date of delivery of the Goods.
3.6. The date of delivery of the Goods is considered the date specified in the expense invoice. The expense invoice is provided to the Buyer in one of the ways, namely: upon shipment together with the Goods or into the electronic document management system "VCHASNO" or by email.
3.6.1 If the Buyer has not returned to the Supplier the expense invoice signed on its part within 5 (five) days from the moment of actual receipt of the Goods via the delivery service or sending the expense invoice by the Supplier in the manner established by cl. 3.6. of the Agreement, it is considered that the Goods were received by the Buyer without objections. Proper documentary confirmation of receipt of the Goods without objections, in particular regarding quantity and quality, is considered to be the expense invoice.
3.7. If the Buyer has not received the Goods from the carrier, such Goods were returned to the Supplier, the Buyer does not get in touch with the Supplier and the Buyer does not respond to the Supplier's messages, the Supplier has the right either to leave the Goods with the carrier for subsequent disposal or to pick up the Goods from the carrier. For reshipment of the Goods, the Buyer is obliged to pay the Supplier the cost of the carrier's services for the previous shipment and the cost of the carrier's services for making a new shipment. If the Buyer demands reshipment of the Goods, and the price of the Goods has already been changed by the Supplier, the Buyer is obliged to pay the difference between the new cost of the Goods and the funds actually paid by the Buyer.
3.8. The Supplier does not insure the Goods. At the request of the Buyer, the Parties can agree on the terms and procedure for insuring the Goods separately.
3.9. The quality of the supplied Goods must comply with technical specifications (standards) and can be confirmed by a certificate or other document.
3.9.1. The Buyer is notified of how each batch of Goods will be packaged and does not object to such packaging. The cost of packaging is included in the price of the Goods and is not subject to return to the Supplier.
3.10. The Supplier has the right to refuse to supply the Goods and/or not consider the Agreement concluded if the Buyer does not meet the Supplier's requirements established for a beauty salon (cl. 1.2.1. of the Agreement), or after confirming compliance with such requirements by the Supplier, it is established that the Buyer no longer meets such requirements regarding beauty salons.

IV. AGREEMENT PRICE AND SETTLEMENT PROCEDURE

4.1. Payment for a batch of Goods is carried out by 100% advance transfer of funds to the Supplier's account within 5 (five) hours from the moment the Supplier issues an invoice for payment or an expense invoice to the Buyer. The moment of issuance is the date of drawing up the corresponding document indicated in it. If the Buyer needs more time to make the payment, they are obliged to notify the Supplier in writing of the need to increase the time for payment. If payment for the Goods was not made within 5 (five) hours from the moment of issuing the invoice for payment or expense invoice to the Buyer, the Supplier does not guarantee the Buyer the availability of the Goods.
4.2. The date of payment is considered the date of crediting funds to the Supplier's account.
4.3. The total cost of the Agreement is determined by the sum of the cost of all batches of Goods shipped under this Agreement and is determined by summing the cost of the Goods according to all expense invoices.
4.4. The Buyer undertakes to pay all bank commissions when making payments. The amount specified in the expense invoice or invoice must be credited to the Supplier's account. All bank expenses associated with the transfer of funds by the Supplier to the Buyer under this Agreement are paid by the Buyer.
4.5. Taking into account the exclusive nature of the Agreement, the Supplier sells to the Buyer Goods of TM "DARK BY RIOR" (including auxiliary liquids) at a discount negotiated by the Parties orally and indicated by Supplier in the invoice or expense invoice. At the same time, in any case, care cosmetics of TM "DARK BY RIOR" are sold at a 25% discount, and orange sticks, lint-free wipes, O.P.I and BELEON files, tips on a ring, files and "BELEON"; disposable brushes at a 20% discount.
4.6. In any case, the discount provided for in cl. 4.5 of the Agreement does NOT apply to:
4.6.1. Instruments (scissors, nippers, etc.);
4.6.2. Gloves;
4.6.3. Disinfection and sterilization liquids;
4.6.4. Replacement files of brands other than TM "DARK BY RIOR";
4.6.5. Craft bags;
4.6.6. Equipment of TM "DARK BY RIOR".

V. CLAIMS

5.1. The Buyer has the right to file a claim against the Supplier in case of detecting defects regarding the quality or quantity of the Goods (except for cases of shortages or defects of the Goods that occurred during transportation of the Goods related to the carrier's responsibility).
5.2. Claims regarding the quality of the Goods may be filed in writing no later than 2 (two) months before the expiration date of a specific Good, and regarding the quantity of the Goods - only upon receipt of the Goods from the carrier. If the Buyer has not filed a claim within the period specified in this clause, they lose the right to file a claim, and the Goods are considered accepted by the Buyer of proper quality and in sufficient quantity in accordance with the accompanying documents for the Goods. In any case, claims of the Buyer are not accepted regarding Goods whose expiration date has passed.
5.3. The Buyer must provide originals of documents proving the content of the claim: the original act drawn up with the participation of experts from an independent inspection (expert) organization and two third-party independent persons, the original transport document and expense invoice, the payment document proving the fact of paying for the cost of the Goods, photo and video fixation of the goods for which the claim is filed (mandatory).
5.4. The term for responding to a claim is 30 calendar days from the date of its receipt by the Supplier. The date of receipt of the claim is considered the date of registration of the claim by the Supplier.
5.5. Claims regarding the quality of the Goods are considered only in relation to the quantity of the Goods for which the claim is filed and the supply of which is confirmed by expense invoices.
5.6. The Buyer has no right to dispose of or use the Goods for which a claim has been filed until the claim is settled with the Supplier. The Goods cannot be returned by the Buyer to the Supplier until the Supplier conducts an inspection or gives permission for this, and until the Buyer receives written instructions on transporting the Goods.
5.7. In all cases when damage or spoilage of cargo, packaging damage, mismatch of cargo name and weight or number of packages with data specified in the transport or shipping document (including expense invoice) is established upon acceptance of cargo from the carrier, as well as in all other cases provided for by the rules in force in transport, the Buyer is obliged to demand from the carrier the drawing up of a fixation act with the causes of the defect, taking photographs and a full continuous video of the damaged cargo.
5.8. Claims filed by the Buyer in violation of the requirements specified in cl. 5.1. - 5.3, 5.5-5.7 of this Agreement are not accepted for consideration by the Supplier.
5.9. The cost of delivering the Goods for which a claim is filed is borne by the Supplier if the validity of such a claim is proven. If it turns out that the claim is unfounded in part or in full, the Buyer is obliged to reimburse the Supplier for all expenses in the part related to the consideration of the claim in the part that is unfounded.

VI. PROCEDURE FOR RESOLVING DISPUTES. LIABILITY OF THE PARTIES

6.1. In case of non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties shall bear responsibility in accordance with the norms of the current legislation of Ukraine.
6.2. The Supplier is not responsible for violating the terms of delivery of the Goods. Responsibility for violating the terms of delivery of the Goods, as well as other requirements during transportation, is borne by the delivery service. The Supplier is not responsible for making payments if they are made using the website riornails.com. Payment for Goods via the website riornails.com is made using the payment service "TRANZZO" (https://tranzzo.com/uk-ua), administered by Limited Liability Company "FINANCIAL COMPANY 'FINEXPRESS'" (EDRPOU code: 39706018). After paying for the Goods via the website riornails.com, the Supplier accepts reimbursement in the "TRANZZO" system to its current bank account.
6.3. The Supplier does not bear any responsibility for errors and typographical inaccuracies. All information and materials are provided on an "AS IS" basis, without warranties, either express or implied.
6.4. Disputes arising within the framework of this Agreement shall be resolved by the parties through negotiations. If the Parties, as a result of negotiations, fail to reach a mutual agreement, as well as if one of the Parties evades negotiations, the dispute shall be referred to court in the manner determined by the legislation of Ukraine.
6.5. The Supplier is not the owner or manager of the website riornails.com and bears no responsibility for the performance of this website, as well as errors that may arise during the operation of the website. Claims regarding the performance of the website, as well as other issues related to the website riornails.com, are accepted by its administrator, which is Individual Entrepreneur Pospiekhova Mariia Vadymivna (RNOKPP: 3607610829; address: Ukraine, 49111, city of Dnipro, Zaporizke shose, building 28Ts, apartment 61, entry number in the Unified State Register 2002240000000150145 dated February 1, 2021; email: sales@darkbyrior.ua).
6.6. The Buyer undertakes to comply with the anti-dumping policy regarding the Goods for which the Supplier has granted the right to resell them, namely: the Buyer undertakes not to take actions aimed at price dumping, i.e., selling the Goods at prices lower than recommended. Recommended retail prices of the Goods are posted by the Supplier through the website administrator at the following link: https://drive.google.com/drive/folders/1op_C6jGtzaGjOhKeJUg59hztI1M6uSFl. The Supplier has the right to prohibit the Buyer from selling the Goods and oblige them to return them with the imposition of a fine on the Buyer in the amount of the cost of the returned Goods if the Buyer fails to comply with the terms set forth in this clause.

VII. CIRCUMSTANCES OF INSURMOUNTABLE FORCE (FORCE MAJEURE)

7.1. The Parties are released from responsibility for full or partial non-fulfillment or improper fulfillment of obligations provided for by this Agreement if it occurred as a result of force majeure circumstances and/or circumstances of insurmountable force.
7.2. Force majeure circumstances include all events of an insurmountable (extraordinary) nature without exception that are beyond the control of each of the Parties and did not exist at the moment of concluding the Agreement, provided that they cannot be avoided and overcome, and if these circumstances affected or affect the fulfillment of obligations by the Parties under this Agreement.
7.2.1. Force majeure circumstances may be recognized as events that took place at the moment of concluding this Agreement, however, did not affect the fulfillment of their obligations by the Parties. If a party understands that it may fall under the action of force majeure circumstances (strikes at the border, military operations in a certain region, etc.), it is obliged to notify the other Party of such risk and take all possible actions to avoid these circumstances.
7.3. Force majeure circumstances and the moment of their occurrence must be properly confirmed by the Chamber of Commerce and Industry or another authorized body.
7.4. In the event of force majeure circumstances and/or circumstances of insurmountable force, the term for fulfilling obligations under the Agreement shall be correspondingly extended for the time during which such circumstances operated. At the same time, the presence of force majeure circumstances and/or circumstances of insurmountable force does not release the Buyer from accepting the shipped batch of Goods.
7.5. The Party for which the impossibility of fulfilling obligations under the Agreement has arisen as a result of force majeure circumstances and/or circumstances of insurmountable force is obliged to send a notification of their occurrence to the other Party at the first opportunity.

VIIІ. FINAL PROVISIONS


8.1. This Agreement is considered concluded from the moment specified in cl. 1.2. of the Agreement, and is valid until December 31, 2025 (inclusive), and in terms of settlements - until their full performance.
8.1.1. If 30 (thirty) days before the expiration of the Agreement, neither Party notifies of its termination, it shall be considered extended until December 31 of the next year (inclusive) and so annually.
8.2. The Buyer agrees that the Supplier may change the terms of this Agreement by publishing a new edition on the website riornails.com. The number and date of the Agreement edition are indicated in the preamble. The legal relations of the Parties regarding the supply of a batch of Goods are governed by the edition effective at the moment of crediting funds to the Supplier's account for each separate supply of a batch of Goods. Before ordering each batch of Goods, the Buyer is obliged to familiarize themselves with the effective edition of the Agreement on the website riornails.com. If the Buyer cannot familiarize themselves with the Agreement posted on the website due to technical reasons, the Buyer is obliged to contact the Supplier before ordering a batch of Goods so that the latter provides them with the effective edition of the Agreement for review.
8.3. The Parties recognize the legal force of documents transmitted through the exchange of their scanned copies. At the request of one of the Parties, the other Party is obliged to provide the original of such document within 5 (five) working days from the day of receiving such request. If a Party cannot provide the original document within the specified period, all risks of the impossibility of providing such original are placed on such Party, and the scanned copy of the document is used in the dispute as a reliable original.
8.4. After signing the Agreement, all previous negotiations and correspondence that preceded its signing become invalid.
8.5. The Buyer has no right to transfer their rights and obligations under this Agreement to third parties without the written consent of the Supplier.
8.6. All relations of the Parties arising from this Agreement in connection with its conclusion, interpretation, execution, or termination are governed by the law (legislation) of Ukraine.
8.7. The Buyer undertakes not to sell the Goods to aggressor countries – the Russian Federation and the Republic of Belarus, or in any way cooperate with representatives of these countries regarding the sale of Goods received under this Agreement. The Buyer undertakes not to manufacture Goods under the trademark (TM) "DARK BY RIOR".
8.8. By making full or partial payment, the Buyer confirms the correctness of the details specified by the Supplier in the invoice and expense invoice (including the presence of registration as an FOP, email, identification code) and undertakes to inform the Supplier of any change in authorized persons to receive the Goods (by default, this is the Buyer themselves), addresses and details, legal status, taxation system (including registration, suspension, or cancellation as a VAT payer), etc., by sending a written letter within one day from the date of such changes. If the notification was made in violation of the period specified in this clause or was not made at all, the Buyer shall reimburse the Supplier for all incurred (proven) losses. If an incorrect authorized person of the Buyer is indicated in the expense invoice or other document, the latter is obliged to notify the Supplier thereof. If the Buyer has not notified the Supplier thereof, it is considered that an authorized person acted on behalf of the Buyer.
8.9. A Party has the right to unilaterally terminate this Agreement by sending the other Party to its registration/location address and email address specified in the Agreement a written notification of such termination of the Agreement no later than 30 (thirty) calendar days before the expected date of termination. In case of termination of the Agreement by the Supplier in the order specified above, payment of any losses, penalties, etc., caused by and/or associated with such termination is not made to the Buyer.
8.10. All notifications in accordance with the terms of this Agreement shall be made in writing. The Parties give their consent to receive electronic messages to email and/or via messengers (WhatsApp, Telegram, Viber, etc.) linked to the phone number specified by the Party, and/or into the electronic document management system "VCHASNO". Such messages are considered proper informing of the Party. The Buyer undertakes to additionally send any letter to the Supplier's email specified in this Agreement, which shall be considered proper notification of the Supplier.
8.11. The Buyer consents to the collection and processing of their personal data in accordance with the Law of Ukraine "On Personal Data Protection" and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC for the purpose of fulfilling the terms of this Agreement.
8.12. The Parties can sign additional agreements, expense invoices, and other annexes to the Agreement using an electronic digital signature and conduct correspondence via the "VCHASNO" service (vchasno.ua).

SUPPLIER:

Individual Entrepreneur Maksymenko Rita Dmytrivna

49000, Dnipropetrovsk oblast, city of Dnipro, Universalna St., building 17, apartment 6, RNOKPP: 3565902748, entry in the Unified State Register No. 2002240000000165894 dated May 29, 2025,
email for the "VCHASNO" service: sales@darkbyrior.ua,
email for inquiries regarding Goods, claims, refunds, etc.: sales@darkbyrior.ua
single tax payer of group II

Bank details (UAH/грн.):
IBAN UA243003350000000260032396729
at JSC "Raiffeisen Bank", MFO 300335
____________________________
R.D. Maksymenko