PUBLIC OFFERING (OFFER)
ON MAKING AN AGREEMENT ON DELIVERY SERVICES

Effective date 04.07.2023

“ZAKAZ.UA”, Limited Liability Company, a legal entity incorporated and acting according to the legislation of Ukraine, identification code 43890867 (hereinafter – the Delivery Service/ the Contractor), as represented by the director Andrii Serhiiovych Kurskyi, acting on the Statute basis, guided by articles 633, 634, 638 of the Civil Code of Ukraine, makes a public offering (offer) to undetermined circle of natural persons to make an agreement on delivery services (hereinafter – the Agreement/Agreement on Delivery Services) on the following terms:

TERMS AND DEFINITIONS

Public Agreement – an agreement that regulates relations between the Delivery Service and Customers in regards of delivery services on the terms determined by the Service Provider.

Agreement/Agreement on Delivery Services – an agreement, concluded between a Customer and the Delivery Service, according to which the Delivery Service undertakes to provide a Customer with delivery services, namely: complex of services that includes services on collecting Goods at the retail centre of the Seller, packaging of such Goods and services on delivery of Goods purchased by a Customer at the retail centre of the Seller (hereinafter – the Delivery Services).

Rates – rates set by the Delivery Service for delivery services that determine total cost of Services within an Order placed by a Customer on the Platform.

Base Rates - "Collecting and Delivery" Rates, set depending on the delivery zone.

Platform – metro.zakaz.ua web site and METRO store window in Zakaz mobile application.

Customer – a natural person, who reached 18 years, has sufficient legal capacity as well as all rights and authorities needed to conclude an Agreement on Delivery Services and is a registered User of the Platform.

Order – online order of a Customer placed through the Platform aimed at ordering and receiving Delivery Services.

Delivery Window/Slot – time period within which the Delivery Service undertakes to deliver Goods to a Customer.

Seller – “METRO CASH AND CARRY UKRAINE”, Limited Liability Company, a legal entity, incorporated and acting according to the legislation of Ukraine, identification code 32049199, located at the address: 43 P. Hryhorenka Lane, Kyiv City, 02140.

Retail centre – a retail centre of the Seller from which Goods delivery to a Customer is performed.

Goods – goods of the Seller, information about which is placed on the Platform and which are bought by a Customer at the retail centre of the Seller according to the terms of the Seller’s Offer by an online purchase order placed through the Platform.

Sale and Purchase Agreement – an agreement concluded between a Customer and the Seller on purchase of the Goods by a Customer by placing an order through the Platform, and the delivery of which is done by the Delivery Service within this Agreement, concluded between a Customer and the Delivery Service.

Delivery Confirmation Code - a special 4-digit code that is sent to the Customer to confirm the fact of delivery (receipt) of the Order. The Delivery Confirmation Code is generated by the Delivery Service system individually for each individual Order and sent to the Customer in sms/push messages and by email after the Customer places the corresponding Order on the Platform.

1. GENERAL PROVISIONS

1.1. This Agreement is concluded according to the stipulations of articles 633, 634 and 638 of the Civil Code of Ukraine.

1.2. Each Party guarantees the other Party that it has sufficient capability as well as all rights and authorities needed to conclude and perform the terms of this Agreement.

1.3. This Agreement is mandatory for the Delivery Service from the date it is published on the Platform.

1.4. This Agreement is concluded through placing an Order by a Customer on the Platform, that confirms complete and unconditional acceptance (accept) of the Delivery Service Offer by a Customer and joining of a Customer to this Agreement in general.

1.5. To place an Order on the Platform a Customer makes an Order and presses “Order” button. By pressing an “Order” button, a Customer places an Order on the Platform and confirms that he has read and accepted the terms of the Delivery Service offer.

1.6. This Agreement are concluded solely provided the Customer is a registered User of the Platform, has read and accepted the Terms of Use [active link] and gave consent to process personal data on the terms of the Privacy Policy

2. SUBJECT OF THE AGREEMENT

2.1. According to the terms of this Agreement, the Delivery Service undertakes to provide a Customer with Delivery services of Goods purchased by a Customer at the retail centre of the Seller, according to the terms of an Order placed by a Customer on the Platform.

2.2. Effective rates for Delivery Services are specified during making an Order by a Customer on the Platform [active link to metro.zakaz.ua]. Total cost on Delivery Services within a separate Order is set with the application of effective rates for Delivery Services and taking into account terms set in “Payment and Delivery” Section [active link to Payment and Delivery Section] on the Platform.

2.3. Schedule of Delivery Slots (Windows) is specified on the Platform [active link to metro.zakaz.ua]. A Customer can choose any Delivery Window available for the moment of making an Order. Availability of the delivery to a certain address (belonging of the delivery place to the available delivery area) is determined by inserting corresponding address in the appropriate field on the Platform.

2.4. The Delivery Service undertakes to deliver goods purchased by a Customer at the retail centre of the Seller within the available Delivery Window, chosen by a Customer according to the corresponding Order placed on the Platform. Delivery of Goods is done by the door of an office/apartment or house according to the address specified in the Order, or to the collection point at the retail centre/near the retail centre of the Seller or to the post office, depending on the way of delivery chosen by a Customer and available at the moment of placing an Order by a Customer on the Platform.

2.5. By the door delivery is done provided there is a working lift in the house. In case there is no lift or it is not working, Goods delivery is done by the entrance of the corresponding building/dwelling house, otherwise, the Delivery Service charges a Customer with an extra pay for lifting on the floor provided such service is available at the moment of placing of an Order by a Customer on the Platform.

2.6. The Delivery Service has the right to provide the Delivery Services independently as well as by engaging third persons, including subcontractors, post office operators, etc., remaining responsible for the actions of such third persons as for own ones.

2.7. This Agreement is considered executed from the moment the Goods are delivered to the Customer by the Order. At the time of receipt of the Goods, the Customer is obliged to inform the courier of the Delivery Service of the Delivery Confirmation Code. By informing the Delivery Confirmation Code to the courier, the Customer thereby confirms the fact of receipt of the Goods under the Order from the Delivery Service and the fact that he has reached the age of 18. The courier of the Delivery Service enters the Delivery Confirmation Code informed by the Customer into the system of the Delivery Service, which confirms the delivery of the Goods to the Customer, and if the system confirms the correctness and validity of the entered code, the Order is transferred to the status of "Delivered" in the system of the Delivery Service.

The Goods under the Order are considered delivered to the Customer from the moment the Customer informs the courier of the Delivery Service of the Delivery Confirmation Code for the relevant Order, provided that the Delivery Service system confirms the correctness and validity of the corresponding Delivery Confirmation Code.

Non-confirmation by the Delivery Service system of the correctness and/or validity of the Delivery Confirmation Code informed by the Customer is equated to the Customer's refusal to inform the Delivery Confirmation Code. By refusing to inform the Delivery Confirmation Code, the Customer thereby refuses to receive the Goods under the Order.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. Obligations of the Delivery Service:

3.1.1. To arrange Delivery Service to a Customer depending on the way chosen by a Customer and Delivery Window specified in the corresponding Order placed on the Platform;

3.1.2 To provide Goods safety from the moment it is received from the Seller (at the retail centre) to the moment it is handed to a Customer, provided a Customer fulfils his obligations according to the Terms of this Agreement;

3.1.3. In case of termination of the Agreement on Delivery Services, return the money paid by the Customer for the Delivery Services not provided to the Customer within 7 (seven) calendar days from the date of termination of the relevant agreement.

3.2. Rights of the Delivery Service

3.2.1. To receive reward for the rendered Delivery Services;

3.2.2. To refuse a Customer to render Delivery Services/Refuse from this Agreement at any time in case a Customer breaks the terms of this Agreement, including terms of payment for the Delivery Services or Terms of Use.

3.2.3. To cancel delivery, move delivery to another Slot and/or to refuse from this Agreement unilaterally in cases provided in Payment and Delivery Section, placed on the Platform;

3.2.4. To unilaterally determine and change Rates for Delivery Services that determine total cost of the Delivery Services within an Order placed by a Customer on the Platform;

3.2.5. To unilaterally determine/change terms of the Agreement on Delivery Services including determining and changing available delivery areas, available Delivery Slots, set rates for extra services, etc.;

3.2.6. To unilaterally determine list of retail centres of the Seller the Goods delivery from which is possible through placing an Order on the Platform, and to determine a certain retail centre from which the delivery within a certain Order is performed depending on the delivery address, specified by a Customer in the corresponding Order.

3.2.7. To return Goods to the Seller in case a Customer refuses to receive/accept Goods completely or partially or in case a Customer or the Seller refuses from the Sale and Purchase Agreement, as well as in case a Customer or the Delivery Service refuses from this Agreement.

3.2.8. To require a Customer to confirm data he specified the last time during the registration on the Platform at any time. Failure to provide such documents can be equated to provision of untrue information at the discretion of the Delivery Service, in connection therewith the Delivery Service has the right to refuse to render Delivery Services and refuse from this Agreement unilaterally at any moment.

3.3. Customer’s obligations:

3.3.1. To perform timely and complete payment for Delivery Services according to effective rates;

3.3.2. To receive Goods at the agreed place (by the delivery address) and at the agreed time (time period according to the Delivery Slot), specified in an Order, placed on the Platform, to guarantee the correctness of the Order information, place and time of its receiving. In case of change of any information in an Order, including but not limited to information on delivery address and chosen Delivery Slot, a Customer undertakes to inform the Delivery Service within the term set in Payment and Delivery Section, placed on the Platform;

3.3.3. A Customer undertakes to pay for possible extra expenses of the Delivery Service in the following cases:

  • incorrect contact data was provided when placing an Order;
  • there was no connection by phone with a Customer within the agreed Delivery Window;
  • a Customer cannot receive Goods by the specified address at any time within the chosen Delivery Window;
  • a Customer changed the delivery address or made other changes to an Order and did not notify the Delivery Service on that or broke terms of notification specified in Payment and Delivery Section on the Platform.

3.4. Customer’s rights:

3.4.1. To receive the ordered Delivery Service according to the Order placed.

3.4.2. To make a claim to the Delivery Service related to the Delivery Services during 5 (five) working days after it was provided by the Delivery Services, by means of sending it to the electronic address of the Delivery Service [email protected] or to the postal address of the Delivery Service, specified in this Agreement. In case of failure to make a claim by a Customer in the set term, Delivery Services by the corresponding Order are considered to be rendered in a proper way and in accordance with this Agreement and Order placed by a Customer; and a Customer is considered not having claims to the Delivery Service in relation of the Delivery Services provided by the corresponding Order.

4. COST OF SERVICES AND PAYMENT ORDER

4.1. A Customer pays the Delivery Service reward for the rendered Delivery Services (cost of Delivery Services) according to the Rates of the Delivery Service effective on the date of placing an Order on the Platform. The current Rates are indicated on the Platform including indirect taxes;

4.2. Payment for Delivery Services is performed by a Customer in the way chosen by a Customer available during placing an Order on the Platform;

4.3. A Customer undertakes to pay for the Delivery Services before arrival of the Delivery Service courier and receiving Goods by a Customer, unless other is directly specified on the Platform in relation of a certain way of payment.

The Customer undertakes to make payment for the Delivery Services on the ground of the received notification on payment, and no later than the beginning of the selected Window/Slot (time interval) of delivery, and in case of choosing a delivery time with a time interval of 07:00-08:00, the Customer is obliged to make payment before 22:00 of the day preceding the day of delivery, unless other is directly provided in the “Payment and Delivery Section on the Platform.

5. RESPONSIBILITY OF THE PARTIES:

5.1. The Parties carry responsibility in cases foreseen by the current legislation of Ukraine and/or set by this Agreement. While there are fines for non-fulfilment or improper fulfilment of the obligations by this Agreement, losses delivered to the Party by a corresponding infringement are compensated by the guilty Party in the part not covered by such fines. At the same time any indirect losses including the lost profit, delivered to the Party due to the infringement of this Agreement by the other Party are not subject to compensation unless other is directly provided by this Agreement.

5.2. A Customer undertakes to verify Goods, delivered by the Delivery Service in terms of quantity, range, package contents and appearance (package integrity) at the moment of receiving such Goods from the Delivery Service courier and in his presence.
A Customer undertakes to verify Goods of the “Super Fresh” group, namely: gastronomy, fresh meat, fish, fruits and vegetables, greenery, non-vacuumed sausages and/or specialties in terms of quantity, range, appearance and quality in the moment of receiving of such Goods from the Delivery Service courier and in his presence.
In case of claims, the Parties make and sign the corresponding Claim Report. The fact of acceptance of Goods by a Customer and absence of the Claim report signed by the Parties confirms the absence of claims of a Customer against the Delivery Service in terms of quantity, range, package contents, appearance (package integrity) and quality of Goods delivered. Customer’s claims in terms of quantity, range, package contents, appearance (package integrity) and quality of Goods after they are received by a Customer, shall not be accepted by the Delivery Service.

5.3. In case of deterioration/damage and/or loss of Goods on the fault of the Delivery Service during the delivery of Goods to a Customer, the Delivery Service undertakes to compensate losses in the size of cost (retail price) of such Goods, that is specified in the corresponding accompanying documents (fiscal receipts) for such Goods. In case of complete loss or deterioration of Goods by an Order on the fault of the Delivery Service, the latter returns a Customer the cost of Delivery Services paid by a Customer for the delivery of such Goods.

6. DISPUTE SETTLEMENT:

6.1. Any differences and disputes that arise in connection with this Agreement, a Customer joined by means of acceptance of the corresponding offer of the Delivery Service, shall be resolved in an amicable way solely.

6.2. In case of failure to reach agreement in an amicable way, all disputes, differences, requirements and claims that arise in relation to this Agreement are to be resolved in the court order according to the requirements of the effective procedural legislation of Ukraine.

7. VALIDITY TERM OF THE AGREEMENT:

7.1. The terms of this Agreement are published on the Platform in order to become publicly known to all Customers.

7.2. This Agreement comes into force from the moment of placing an Order by a Customer on the Platform, that confirms complete and unconditional acceptance (accept) of the Delivery Service Offer by a Customer and Customer’s joining to this Agreement in general, and is valid till the complete performance of the Party’s obligations by this Agreement.

7.3. The Delivery Service preserves the right to recall the Offer at any time at its discretion.

8. FORCE MAJEURE

8.1. None of the Parties carries the responsibility for delay in performance of obligations or impossibility to perform obligations by this Agreement due to emergency and unavoidable circumstances, that are objectively behind their control, namely: threat of war, armed conflict or a serious threat of such conflict, included but not limited to enemy attacks, sieges, arms embargo, actions of a foreign enemy; total mobilization, armed hostilities, declared or undeclared war, actions of a public enemy, disturbances, terroristic acts, diversions, piracy, riots, invasions, revolution, mutiny, rebellions, mass disorders, curfew use, quarantine, set by the Cabinet of Ministers of Ukraine, expropriation, confiscation, enterprise seizure, requisition, public demonstration, strike, accident, illegal actions of third parties, fire, explosion, long interruption  in work of transport, regulated by the conditions of the relevant decisions and acts of state power authorities, closure of the sea passages, embargo, prohibition (restriction) of export/import, etc., as well as those caused by exceptional weather conditions and natural calamities, namely: plague, bad storm, cyclone, hurricane, tornado, flood, snow piles, black ice, hail, frost, frozen sea, passages, ports, mountain passes, earthquake, lightning, fire, drought, soil subsidence and shear, other natural calamities, etc., provided that such event impacts the proper fulfilment of the obligations by this Agreement and was not existing at the time of concluding of this Agreement (further –“Force Majeure”). The fact of occurrence of force majeure events must be confirmed by a certificate issued by the Chamber of Commerce of Ukraine.

8.2. Notwithstanding the other provisions of Section 8 of this Agreement, the Delivery Service has the right throughout the entire period of martial law in Ukraine, introduced by the Presidential Decree No. 24/2022 as of 24 February 2022, approved by the Law of Ukraine "On Approval of the Decree of the President of Ukraine "On the Introduction of Martial Law in Ukraine" as of 24 February 2022, to suspend the provision of Delivery Services completely or partially and/or provide the Services to the extent possible, given the nature of hostilities and the current situation in the country at the sole discretion of the Delivery Service. The Delivery Service shall be released from responsibility for non-fulfilment/improper fulfilment of obligations under this Agreement in case of the above complete or partial suspension of the Delivery Services and/or reduction of the scope of the Delivery Services under the conditions specified in this clause.

9. OTHER PROVISIONS:

9.1. This Agreement as well as relations between a Customer and the Delivery Service that arise in relation with this Agreement, are regulated and interpreted according to the current legislation of Ukraine.

9.2. In case on some reasons some terms of this Agreement are invalid or has no legal power, this does not affect the validity or applicability of its other terms.

9.3. The Delivery service has the right to make changes to this Agreement unilaterally by publishing a revised version of the Agreement on the Platform.

9.4. Changes to this Agreement come into force from the date of publishing of the revised version of this Agreement on the Platform.

9.5. The fact of placing an Order by a Customer on the Platform after the changes to the Agreement came into force means the consent of a Customer with the changes made.

9.6. This Agreement is drawn up in Ukrainian, Russian and English. The Ukrainian version of the texts is fundamental in the interpretation of this Agreement and shall prevail.

9.7. “Payment and Delivery” Section, placed on the Platform, is an integral part of this Agreement. In the event of a conflict between the provisions set forth in this Agreement and the provisions set forth in the Section “Payment and Delivery”, the provisions set forth in this Agreement shall apply, unless otherwise expressly provided in this Agreement.

9.8. Customers’ Personal data processing is done on the terms set by the Privacy Policy.

9.9. In case of claims/offers within this Agreement, the Customer can contact by the electronic address [email protected], phone number 0 800 20 20 20 and postal address: 2a Zaliznychne Shosse, Kyiv City, 01103.

10. ADDRESS AND BANK DETAILS OF THE DELIVERY SERVICE:

Location: 9/2 Klovskyi Uzviz Str., apt. 70, Kyiv City, 01021
Postal address: 2a Zaliznychne Shosse, Kyiv City 01103
Identification code: 43890867
s/a UA 383003460000026002097567101 at «Alfa-Bank» JSC, MFO 300346
ITN 438908626555П