PUBLIC OFFER AGREEMENT
This Public Offer Agreement (hereinafter – the “Agreement”) is an official proposal made by the LLC “Naiv Bureau”, EDRPOU 45405856, located in Kyiv, acting as the official representative of the GUNIA brand (hereinafter – the “Seller”), to enter into a contract for the sale of goods with any legally capable natural or legal person (hereinafter – the “Buyer”) under the terms specified below.
1. TERMS OF THE AGREEMENT
1.1. Website – the online resource located at https://guniaproject.com which is the official sales channel of the GUNIA brand through which the Seller sells Goods to Buyers.
1.2. Seller – the person referred to as “Seller” in the preamble of this Agreement, offering Goods for sale through the Website in accordance with the applicable laws of Ukraine.
1.3. Buyer – any legally capable natural person, legal entity, or sole proprietor who has accepted the terms of this Agreement, placed an Order, and paid for the Goods.
1.4. Public Offer Agreement – this public agreement posted on the Website, containing the Seller’s proposal to an unlimited number of persons to purchase Goods.
1.5. Acceptance – full and unconditional acceptance by the Buyer of the Seller’s offer to purchase Goods and of all terms of this Agreement by clicking the “Place Order” button.
1.6. Goods – any item offered for purchase on the Website, including information about such item, such as description, photographs, specifications, and price.
1.7. Parties – the Buyer and the Seller, between whom this Agreement is concluded.
1.8. Delivery – the logistics service provided by the Seller or a third party carrier (delivery service) for transporting Goods to the Buyer under the terms specified in this Agreement and on the Website page “Delivery and Payment”.
1.9. Third Party – persons engaged by the Seller to fulfil its obligations under this Agreement, including, but not limited to, delivery services, banks, payment systems, etc.
1.10. Force Majeure – unforeseen circumstances beyond the control of the Parties that make it impossible to fulfil obligations under this Agreement (described in detail in the section “Force Majeure Circumstances”).
1.11. Personal Data – any information provided by the Buyer during Order placement, including but not limited to first name, last name, delivery address, phone number, email address, etc.
2. GENERAL PROVISIONS
2.1. This Agreement is a public offer in accordance with Articles 633 and 641 of the Civil Code of Ukraine, as well as other applicable regulations governing electronic commerce.
2.2. The Seller posts this Agreement on the Website https://guniaproject.com as a proposal to an unlimited number of persons to enter into a sales contract under the terms set forth herein.
2.3. The terms of this Agreement are identical for all Buyers regardless of their status (natural person, legal entity, sole proprietor), race, gender, social or financial status, age, health condition, etc. Discrimination of Buyers under any criteria is not allowed. Certain differences in ordering, payment and/or delivery may apply depending on the Buyer’s tax status and applicable laws.
2.4. This Agreement regulates the terms of sale, delivery, payment, return, warranty, and other aspects of the relationship between the Seller and the Buyer.
2.5. Acceptance of this Agreement by the Buyer takes place when the Buyer clicks the “Place Order” button on the Website. Clicking the button constitutes the Parties’ mutual agreement to all essential terms.
2.6. From the moment the Buyer accepts this Agreement: the legal relationship between the Parties is considered concluded; the Agreement enters into force and remains effective until the Parties fully fulfil their obligations.
2.7. All terms of this Agreement are binding on the Parties. Each Order is governed by the version of the Agreement valid at the moment of the Order. The Seller may amend the Agreement unilaterally. Amendments take effect upon publication on the Website and apply to Orders placed thereafter.
2.8. The Seller shall ensure availability of the current version of the Agreement on the Website at all times.
2.9. Information about Goods on the Website, including descriptions, specifications, prices, and photographs, is for informational purposes and may be changed by the Seller at any time.
2.10. Photographs on the Website are illustrative and may not guarantee full compliance with the appearance of the delivered Goods. Handmade Goods may have minor variations in shape, colour, size, texture, or other details compared to Website photos. Such variations are not considered defects or non-compliance and represent the uniqueness of handmade work. By placing an Order, the Buyer confirms understanding and acceptance of these features.
3. SUBJECT OF THE AGREEMENT
3.1. The subject of this Agreement is the Seller’s obligation to transfer ownership of the selected Goods to the Buyer, and the Buyer’s obligation to accept and pay for the Goods under the terms herein.
3.2. The Seller guarantees that the Goods are new, free from hidden defects, and meet the specifications shown on the Website (considering clause 2.10); that the Goods are not pledged, not encumbered by third-party rights, and not subject to disputes; and that the Seller is legally entitled to sell the Goods.
3.3. The Buyer independently selects Goods on the Website. The Buyer may order and purchase Goods whose assortment, quantity, and price are determined at the time of Order placement.
3.4. Ownership rights to the Goods pass to the Buyer upon actual receipt of the Goods, provided full payment has been made. The risk of accidental destruction passes to the Buyer at the same moment.
3.5. Delivery, payment, returns, warranty, and other aspects are regulated by separate sections of this Agreement and other rules on the Website.
3.6. By clicking “Place Order”, the Buyer confirms full familiarity and agreement with all terms herein, including payment, delivery, return conditions, and product characteristics, and acknowledges that the Seller has provided full information about any additional expenses not included in the Goods price.
4. ORDER PROCEDURE
4.1. The Buyer places an Order on the Website independently, selecting the desired Goods, quantity, delivery method, and payment method, and finalizing by clicking “Place Order”.
4.2. All Orders are fulfilled subject to Goods availability. If the selected Goods are unavailable, the Seller must inform the Buyer promptly, but no later than 14 days after Order placement, and offer options: replacement, waiting for restock, or cancellation with a refund (if prepaid).
4.3. If Goods are unavailable but can be custom-made, the Website may offer a “Pre-order” option. Production may take 4–8 weeks. By placing a pre-order, the Buyer agrees to the production timeframe.
4.4. After placing an Order, the Buyer receives an Order confirmation via email or other suitable method.
4.5. The Seller may refuse to fulfil an Order if: the Buyer provides inaccurate or incomplete data; technical issues prevent the Order from being processed.
4.6. An Order is considered accepted once the Seller confirms it.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. Seller’s Obligations:
5.1.1. Fulfil obligations under this Agreement.
5.1.2. Ensure that Goods correspond to their Website description within natural variations typical for handmade items.
5.1.3. Transfer Goods into the Buyer’s ownership after payment.
5.1.4. Ensure delivery under the terms of this Agreement.
5.1.5. If Goods are unavailable, notify the Buyer promptly and offer alternatives.
5.1.6. Provide the Buyer with information on Goods, ordering, delivery, and returns.
5.2. Seller’s Rights:
5.2.1. Require proper and timely payment from the Buyer.
5.2.2. Refuse Order fulfilment in cases provided herein.
5.2.3. Amend this Agreement as allowed by its terms.
5.2.4. Suspend or restrict access to the Website due to technical or other issues.
5.3. Buyer’s Obligations:
5.3.1. Provide accurate personal data for Order fulfilment.
5.3.2. Review this Agreement and all relevant product and service information before placing an Order.
5.3.3. Pay for the Goods on time.
5.3.4. Inspect Goods upon receipt for integrity, completeness, and compliance.
5.3.5. Use Goods as intended, following usage recommendations.
5.4. Buyer’s Rights:
5.4.1. Receive complete and accurate information about Goods, ordering, delivery, warranty, and returns.
5.4.2. Require the Seller to fulfil contractual obligations.
5.4.3. If Goods are unavailable, choose among the options offered by the Seller.
5.4.4. Contact the Seller regarding quality, delivery, or return issues.
5.4.5. Request an exchange or return of Goods according to this Agreement and applicable law.
6. PRICE AND PAYMENT TERMS
6.1. Prices on the Website are in Ukrainian hryvnia (UAH).
6.2. For orders over 5,000 UAH, delivery costs are covered by the Seller. For smaller orders, delivery costs are paid separately by the Buyer directly to the delivery service.
6.3. The price of each item is shown on the Website and agreed upon in the Order. The Agreement price includes the sum of all selected Goods plus delivery.
6.4. The Seller may change prices unilaterally. Changes do not apply to Orders already placed and confirmed, except if the price was incorrect due to technical error. In such cases, the Seller may refuse to sell at the incorrect price and will notify the Buyer, who may either confirm the correct price or cancel the Order with a refund.
6.5. The Buyer makes full prepayment for Goods. Payment method is indicated in the Order.
6.6. Payment can be made via Visa, MasterCard, or other available methods. The Seller may set limitations.
6.7. Additional conditions, restrictions, or fees imposed by the Buyer’s bank or payment system are the Buyer’s responsibility.
6.8. By paying, the Buyer confirms that they are the lawful cardholder. The Seller uses standard security measures, including encryption. The Buyer agrees to the Privacy Policy and Cookies Policy on the Website.
6.9. Any additional fees related to the payment method (bank fees, payment system commissions) are paid by the Buyer.
6.10. An Order is considered paid once funds are credited to the Seller’s account.
7. DELIVERY TERMS
7.1. Delivery may be made: within Ukraine (except restricted areas), internationally, or via self-pickup (per Website instructions).
7.2. Delivery within Ukraine is available excluding temporarily occupied territories and locations where Ukrainian state authorities do not exercise control.
7.3. The Seller arranges delivery to the address specified by the Buyer and may engage third-party carriers.
7.4. Delivery cost depends on the method chosen and is listed on the Website.
7.5. Delivery times vary depending on location and method; approximate times are shown on the Website.
7.6. The Buyer must inspect the Goods upon receiving them.
7.7. The Buyer’s refusal to receive the Goods or absence at the provided address is considered initiation of termination of the Agreement…
8. RETURNS AND EXCHANGES
8.1. Returns and exchanges of the Goods are carried out in accordance with the terms of this Agreement, the conditions set out in the “Return/Exchange Policy” section of the Website, and the provisions of the Law of Ukraine “On Consumer Rights Protection.” Before initiating the return or exchange procedure, the Buyer must familiarize themselves with the terms set out in the “Return/Exchange Policy” section of the Website.
8.2. The Buyer has the right to return or exchange Goods of proper quality within fourteen days from the date of receiving the goods. The Buyer may return or exchange the Goods in accordance with the provisions of the current legislation of Ukraine regarding grounds for return or exchange, including the Resolution of the Cabinet of Ministers of Ukraine No. 172 dated March 19, 1994, which defines the List of goods of proper quality that are not subject to exchange (return), and provided that the Goods have not been used and retain their marketable condition, consumer properties, and original tags.
8.3. Return or exchange of Goods of proper quality is possible under the following conditions: the Order was placed through the Website; no more than 14 calendar days have passed since the Buyer received the Goods; the Goods retain their marketable condition, including the presence of all tags, labels, original packaging, and absence of signs of use; the Goods have not been worn, washed, dry-cleaned, and have no signs of damage, stains, odors, or any other indications of use; the Buyer provides proof of payment, delivery documentation, and the receipt.
8.4. The Seller has the right to refuse the return/exchange of Goods of proper quality if: the requirements set out in p. 11.2 of this Agreement are not met; the Goods belong to categories that are not subject to return in accordance with the Resolution of the Cabinet of Ministers of Ukraine No. 172 dated March 19, 1994, including: corsetry, gloves, socks, underwear, and bedding.
8.5. The Buyer is responsible for the delivery costs associated with returning Goods of proper quality.
8.6. In case of identifying a significant defect in the Goods, the Buyer must notify the Seller via email at customer@guniaproject.com or through another method specified on the “Return/Exchange Policy” page of the Website, indicating the reason for the return and describing the defect. Such notice must be submitted immediately upon discovering the defect but no later than 30 days from the date of receiving the goods.
8.7. Goods are considered of improper quality if the significant defects occurred during manufacturing and prevent their normal use. Goods are not considered of improper quality if defects resulted from violation of operating, storage, or usage conditions, or other actions by the Buyer that do not comply with proper use or care instructions.
8.8. All costs associated with returning Goods of improper quality shall be covered by the Seller.
8.9. Refunds for Goods are processed within 5 business days after the Seller receives the Goods and verifies their compliance with this Agreement and the conditions specified on the Website’s “Return/Exchange Policy” page. The refund period may be extended due to technical reasons beyond the Seller’s control, including delays in payment processing by the Buyer’s bank or payment systems. The Seller is not responsible for such delays.
9. LIABILITY OF THE PARTIES AND DISPUTE RESOLUTION
9.1. The Parties are liable for failure to perform or improper performance of their obligations under this Agreement in accordance with this Agreement and the applicable legislation of Ukraine.
9.2. The Seller is not liable for:
9.2.1. minor differences in the color of the Goods caused by the color reproduction characteristics of the Buyer’s monitor or other devices;
9.2.2. the content and accuracy of information provided by the Buyer when placing the Order;
9.2.3. delays in Order processing or Goods delivery caused by circumstances beyond the Seller’s control, including actions of third parties, force majeure events, disruptions in payment systems or courier services;
9.2.4. disruptions in the operation of payment systems used for processing Order payments;
9.2.5. actions or omissions of the Buyer, including the Buyer’s transfer of network identifiers, access data, or other confidential information to third parties;
9.2.6. the quality of public communication channels and possible interruptions in data transmission networks, including the Internet, through which access to the Website is provided.
9.3. The Buyer is responsible for the accuracy of the data provided when placing the Order.
9.4. Any claims or complaints from the Buyer must be submitted in writing to the Seller’s email address: customer@guniaproject.com. The Seller undertakes to review such submissions within 14 business days and take necessary actions to resolve them, provided they are justified and comply with applicable laws of Ukraine.
9.5. If disputes cannot be resolved through negotiation, they shall be resolved in a competent court of Ukraine in accordance with applicable legislation.
10. FORCE MAJEURE
10.1. The Parties are exempt from liability for failure to perform or improper performance of obligations under this Agreement if they prove that such failure resulted from force majeure circumstances. These are events or circumstances beyond the control of the Parties, unpredictable, unavoidable, and arising after the conclusion of this Agreement.
10.2. Force majeure circumstances include, but are not limited to: natural disasters (earthquakes, floods, hurricanes, landslides, or other natural catastrophes), technological accidents (explosions, fires, icing, or failures in energy systems). They also include military actions, declared or undeclared war, uprisings, terrorist acts, strikes, civil unrest, embargoes, or other actions by state authorities that directly or indirectly affect the performance of obligations under this Agreement.
10.3. A Party affected by force majeure must notify the other Party in writing immediately, but no later than 5 (five) calendar days from the moment such circumstances arise. A certificate issued by the Chamber of Commerce and Industry of Ukraine is considered valid proof of force majeure.
10.4. During the force majeure period, the deadlines for performing obligations under this Agreement are suspended until such circumstances cease.
10.5. If the force majeure circumstances last more than 60 (sixty) calendar days, either Party may initiate termination of this Agreement. In such case, the Agreement is considered terminated from the moment the corresponding notice is received, unless the Parties agree otherwise.
11. OTHER TERMS
11.1. All materials published on the Website are intellectual property of the Seller or other rights holders and are protected under the laws of Ukraine. Use of such materials, including copying, publication, distribution, modification, or any other use, is allowed only with prior written consent of the Seller or the relevant rights holder.
11.2. Information provided by the Buyer in connection with the conclusion and performance of this Agreement is confidential. The information about the Buyer is used solely for the purpose of fulfilling their Order and ensuring proper service.
11.3. The Buyer voluntarily provides the Seller with consent to collect and process their personal data for the purpose of processing orders for Goods, receiving information about orders, and sending, via telecommunications (email, mobile communication), advertising and special offers, information about promotions, contests, or any other information about the Website's activities.
11.4. The Buyer grants the right to process their personal data, including placing such data in databases (without additional notification), storing it securely, accumulating, updating, and modifying it when necessary. The Seller undertakes to protect the data from unauthorized access by third parties and not to disclose or transfer it to any third party (except affiliated entities, commercial partners, persons authorized by the Seller to process data for the purposes described, or in response to a mandatory request from a competent state authority).