Common use of Conclusion of the Agreement Clause in Contracts

Conclusion of the Agreement. 1. It is deemed that the Agreement is concluded when: a) the parties sign a specific agreement for sale and supply of goods, or b) Xxxxx’s offer has been accepted by the Purchaser, as referred to below. 2. After receiving by Menlo the Purchaser’s inquiry to sell goods, specifying at least the type and quantity of the ordered goods, the proposed date of their delivery and its place (the “ORDER”), Menlo will endeavor to determine whether it is possible to fulfill it, and send back the preliminary information on the inquiry. 3. Following the activities undertaken under Section 2.2. above as a result of Menlo and the Purchaser pending communication and negotiations, including the Order, Xxxxx will provide the Purchaser with its offer for sale and supply of goods, including in a form of proforma invoice/sales invoice (“OFFER”). 4. The Offer may be withdrawn before the Agreement is executed if a declaration of withdrawal is submitted to the Purchaser before it accepts Menlo’s offer in accordance with Section 2.5. below. 5. The Offer acceptance constitutes a conclusion of the Agreement. The Purchaser is entitled to accept and confirm the Offer only in full scope (all terms and conditions provided by Menlo) without any modifications and also to reject it only in full. An Offer accepted with a stipulation of changes or supplements to its content is deemed as a new offer and it requires an acceptance of Menlo. For the sake of clarity, the Purchaser’s acceptance and confirmation is deemed effective and, consequently, the Agreement is concluded, depending on which happens firstly, when the Purchaser: (i) responds to the Offer where it requests a proforma invoice/sales invoice, (ii) accepts the proforma invoice/sales invoice if it constitutes an Offer by itself (as indicated in Section 1.6. above) or (iii) makes a full payment of such a proforma invoice/sales invoice. 6. The Offer shall cease to be binding no later than at the moment when the payment is supposed to be made (either on the basis of a proforma invoice or a sales invoice) and in the case when the parties agreed for installment payments, when the payment of the first instalment is supposed to be made, unless otherwise specified in the proforma invoice or any other document agreed by the parties. 7. For the sake of clarity, the Purchaser may not cancel the Agreement without Menlo’s consent and any changes to the terms of the Agreement, in order to be valid, require compliance with the procedure indicated in Sections 2.2.-2.6. 8. In the case indicated in Section 7.2., the Agreement is concluded upon receipt by Xxxxx of an Offer acceptance. 9. Menlo shall not be liable for the consequences of errors made in the Offer after it has been accepted and confirmed by the Purchaser. 10. By entering into the Agreement with Xxxxx, the Purchaser represents that: a) Xxxxx’s goods are familiar to it and the Purchaser knows their properties and usage and thus makes the purchase with full knowledge and responsibility; b) it is aware that Menlo is not the producer or manufacturer of the goods being sold; c) it is solvent, it has sufficient funds to pay the agreed price without any delays, and these funds are not derived from money laundering or terrorist financing; d) the conclusion and performance of the Agreement shall not be intended to breach any international sanctions imposed on countries or their citizens included in the sanction list, especially Russia or Belarus, and the Purchaser shall not export the goods sold to it to countries or their citizens included in the international sanction list and shall not resell them to any third-party that does not undertake to respect these obligations, on pain of its own liability in the event of good’s re-exports. 11. In the event Menlo, at the request of the Purchaser, before the Agreement has been concluded, ordered goods under the Order and the Purchaser subsequently has not entered into Agreement with Menlo, the part of the amount paid as a deposit shall be forfeited and Menlo shall be entitled to retain it for its own benefit as compensation for the expenses incurred in the preparation of such an Order. 12. Notwithstanding other provisions of these GTC, in the event the order under the Agreement is not collected by the Purchaser within 3 weeks from the date of its delivery, Menlo shall be entitled to retain for its benefit the amount of compensation in an amount equivalent to 5% of the gross value of the Order from the price paid under the Agreement. 13. In the case in which the price for goods under the Agreement is paid by Xxxxx’s factor, the Agreement shall be deemed concluded at the moment of acceptance of such method of price 14. For the sake of clarity, Menlo hereby represents that all commercial information of announcements, advertisements, price lists and any other marketing information addressed to the public or to individual persons, regardless of its form, does not constitute any Menlo’s offer within the meaning of the Civil Code and should be deemed only as an invitation to execute an agreement.

Conclusion of the Agreement. 1. It is deemed that the Agreement is concluded when: a) the parties sign a specific agreement for sale and supply of goods, or b) Xxxxx’s offer has been accepted by the Purchaser, as referred to below. 2. After receiving by Menlo the Purchaser’s inquiry to sell goods, specifying at least the type and quantity of the ordered goods, the proposed date of their delivery and its place (the “ORDER”), Menlo will endeavor to determine whether it is possible to fulfill it, and send back the preliminary information on the inquiry. 3. Following the activities undertaken under Section 2.2. above as a result of Menlo and the Purchaser pending communication and negotiations, including the Order, Xxxxx Menlo will provide the Purchaser with its offer for sale and supply of goods, including in a form of proforma invoice/sales invoice (“OFFER”). 4. The Offer may be withdrawn before the Agreement is executed if a declaration of withdrawal is submitted to the Purchaser before it accepts Menlo’s offer in accordance with Section 2.5. below. 5. The Offer acceptance constitutes a conclusion of the Agreement. The Purchaser is entitled to accept and confirm the Offer only in full scope (all terms and conditions provided by Menlo) without any modifications and also to reject it only in full. An Offer accepted with a stipulation of changes or supplements to its content is deemed as a new offer and it requires an acceptance of Menlo. For the sake of clarity, the Purchaser’s acceptance and confirmation is deemed effective and, consequently, the Agreement is concluded, depending on which happens firstly, when the Purchaser: (i) responds to the Offer where it requests a proforma invoice/sales invoice, (ii) accepts the proforma invoice/sales invoice if it constitutes an Offer by itself (as indicated in Section 1.6. above) or (iii) makes a full payment of such a proforma invoice/sales invoice. 6. The Offer shall cease to be binding no later than at the moment when the payment is supposed to be made (either on the basis of a proforma invoice or a sales invoice) and in the case when the parties agreed for installment payments, when the payment of the first instalment is supposed to be made, unless otherwise specified in the proforma invoice or any other document agreed by the parties. 7. For the sake of clarity, the Purchaser may not cancel the Agreement without Menlo’s consent and any changes to the terms of the Agreement, in order to be valid, require compliance with the procedure indicated in Sections 2.2.-2.6. 8. In the case indicated in Section 7.2., the Agreement is concluded upon receipt by Xxxxx of an Offer acceptance. 9. Menlo shall not be liable for the consequences of errors made in the Offer after it has been accepted and confirmed by the Purchaser. 10. By entering into the Agreement with Xxxxx, the Purchaser represents that: a) Xxxxx’s goods are familiar to it and the Purchaser knows their properties and usage and thus makes the purchase with full knowledge and responsibility; b) it is aware that Menlo is not the producer or manufacturer of the goods being sold; c) it is solvent, it has sufficient funds to pay the agreed price without any delays, and these funds are not derived from money laundering or terrorist financing; d) the conclusion and performance of the Agreement shall not be intended to breach any international sanctions imposed on countries or their citizens included in the sanction list, especially Russia or Belarus, and the Purchaser shall not export the goods sold to it to countries or their citizens included in the international sanction list and shall not resell them to any third-party that does not undertake to respect these obligations, on pain of its own liability in the event of good’s re-exports. 11. In the event Menlo, at the request of the Purchaser, before the Agreement has been concluded, ordered goods under the Order and the Purchaser subsequently has not entered into Agreement with Menlo, the part of the amount paid as a deposit shall be forfeited and Menlo shall be entitled to retain it for its own benefit as compensation for the expenses incurred in the preparation of such an Order. 12. Notwithstanding other provisions of these GTC, in the event the order under the Agreement is not collected by the Purchaser within 3 weeks from the date of its delivery, Menlo shall be entitled to retain for its benefit the amount of compensation in an amount equivalent to 5% of the gross value of the Order from the price paid under the Agreement. 13. In the case in which the price for goods under the Agreement is paid by Xxxxx’s factor, the Agreement shall be deemed concluded at the moment of acceptance of such method of price 14. For the sake of clarity, Menlo hereby represents that all commercial information of announcements, advertisements, price lists and any other marketing information addressed to the public or to individual persons, regardless of its form, does not constitute any Menlo’s offer within the meaning of the Civil Code and should be deemed only as an invitation to execute an agreement.