Public Offer Agreement (Purchase and Sale of Goods)Under this Agreement, one party — the Seller — on one side, and any person who has accepted the terms of this Public Offer Agreement — the Buyer — on the other side, collectively referred to as the Parties, have entered into this Public Offer Agreement (hereinafter — the Agreement), addressed to an unlimited number of persons, which constitutes the Seller's official public offer to enter into a purchase and sale agreement for the Goods presented on the ziliti.eco website, under the terms set out below.
1. General Provisions1.1. The contractual relationship between the Seller and the Buyer is formalized as a Public Offer Agreement. Clicking the "ORDER" button on the relevant section of the Website https://ziliti.eco/ (hereinafter — the Website) means that the Buyer, regardless of their status (individual, legal entity, or sole proprietor), in accordance with applicable international and Ukrainian law, has agreed to fulfill the terms of the Public Offer Agreement set out below.
1.2. The Public Offer Agreement is public, meaning that in accordance with Articles 633 and 641 of the Civil Code of Ukraine, its terms are the same for all Buyers regardless of their status (individual, legal entity, or sole proprietor). By fully accepting this Agreement, the Buyer agrees to the terms and procedures for placing an order, making payment, arranging delivery, and accepts liability for bad-faith ordering and non-compliance with the terms of this Agreement.
1.3. This Agreement takes effect from the moment the Buyer clicks the "ORDER" button, thereby consenting to purchase the Goods available from the Seller, and remains in force until the Buyer receives the Goods and completes full payment.
1.4. To govern the contractual relationship under this Agreement, the Parties choose and, where necessary, apply Ukrainian law. Where an international treaty ratified by the Verkhovna Rada of Ukraine establishes rules that differ from those under Ukrainian law, the rules of the international treaty shall apply.
2. Terms and Definitions"Public Offer Agreement" — a public contract, the template of which is published on the Website and is binding on all Sellers, containing the Seller's offer to purchase the Goods displayed on the Website, directed at an indefinite number of persons, including Buyers.
"Acceptance" — the Buyer's acceptance of the Seller's offer to purchase the Goods displayed on the Website, by adding them to the virtual cart and submitting an Order.
"Goods" — products designated by the Seller, described on the Website at the Seller's direction, for which the Seller has set a price, name, assortment, specifications, and availability information. Goods may be accompanied by images.
"Buyer" — any legally capable individual, legal entity, or sole proprietor under applicable Ukrainian law who visits the Website and intends to purchase any Goods.
"Seller" — any legally capable individual, legal entity, or sole proprietor under applicable international and Ukrainian law who owns or distributes the Goods and intends to sell them through the Website.
"Order" — a properly completed and submitted request from the Buyer on the Website for the purchase of Goods, addressed to the Seller.
"Legislation" — the norms established by Ukrainian or international law governing the contractual relationship under this Agreement.
3. Subject Matter of the Agreement3.1. The Seller undertakes, under the terms and in the manner set out in this Agreement, to sell the Goods based on the Order placed by the Buyer on the relevant page of the Website; the Buyer undertakes, under the terms and in the manner set out in this Agreement, to purchase the Goods and pay for them.
3.2. The Seller warrants that the Goods are not pledged, not subject to any dispute, not under arrest, and free from any third-party claims.
3.3. The Seller and the Buyer confirm that this Agreement is not a fictitious or sham transaction, nor one concluded under duress or by deception.
3.4. The Seller confirms that it holds all necessary permits to conduct business activities in the area governed by this Agreement, and warrants that it has the right to produce and/or sell the Goods without any restrictions, in compliance with applicable Ukrainian law. The Seller undertakes to bear liability in the event of any violation of the Buyer's rights in the course of fulfilling this Agreement and selling the Goods.
4. Rights and Obligations of the Seller4.1. The Seller is obligated to:
fulfill the terms of this Agreement;process the Buyer's order upon receipt of payment;deliver the Goods to the Buyer in accordance with the selected item on the relevant page of the Website, the completed Order, and the terms of this Agreement;verify the quality and quantity of the Goods during packing at the warehouse;inform the Buyer of any possible additional fees when paying by Mastercard, Visa, Visa Electron, Mastercard Electronic, or Maestro cards, as provided for in this Agreement.4.2. The Seller has the right to:
unilaterally suspend the provision of services under this Agreement in the event of the Buyer's breach of its terms.5. Rights and Obligations of the Buyer5.1. The Buyer is obligated to:
pay for and collect the order in a timely manner under the terms of this Agreement;review the product information published on the Website;upon receiving the Goods from the delivery service, inspect the packaging to verify the integrity and completeness of the order. If any damage or missing items are found, the Buyer must document them in a report to be signed by both the Buyer and the delivery service representative.5.2. The Buyer has the right to:
place an order on the relevant page of the Website;demand that the Seller fulfill the terms of this Agreement;be informed of any possible additional fees when paying for European orders by Mastercard, Visa, Visa Electron, Mastercard Electronic, or Maestro cards.6. Order Placement6.1. The Buyer places an Order independently on the relevant page of the Website by adding Goods to the virtual cart, or by placing an order by phone using the number listed in the Contacts section of the Website.
6.2. Retail orders for filter bags are accepted in quantities from 1 to 100 units; wholesale orders — from 100 units.
6.3. For tea boxes, wholesale pricing applies to orders of 10 or more units of the same size.
6.4. Orders are processed within 3 business days from the time of placement. If an order is placed on a weekend or public holiday, processing begins on the next business day.
7. Price and Payment7.1. The price of each individual item is set by the Seller and indicated on the relevant page of the Website. The total order amount is calculated by adding the prices of all selected Goods in the virtual cart plus the delivery cost, which is determined based on the chosen delivery method in accordance with Section 8 of this Agreement.
7.2. The order total may vary depending on the price, quantity, or product selection.
7.3. The Buyer may pay for an Order in the following ways:
by bank transfer to the Seller's account as specified in the invoice, including via online banking (the Buyer pays within three days of receiving the invoice, 100% prepayment);by cash on delivery upon collection from the carrier's branch in Ukraine or in another country according to the order location;by credit card:VisaVisa ElectronMastercardMastercard ElectronicMaestroby any other method agreed upon with the Seller.Note. When paying by card, additional fees may be charged by the card issuer or the acquiring company. This applies in particular to European orders paid with Visa, Mastercard, Visa Electron, Mastercard Electronic, or Maestro cards. By clicking the "ORDER" button on the Website, the Buyer acknowledges that they have been informed of the possibility of such additional fees.
8. Delivery Terms8.1. The Buyer receives the Goods via delivery. Delivery costs are not included in the price of the Goods.
8.2. For deliveries to other cities in Ukraine or to other countries carried out by third-party carriers (hereinafter — Carrier Companies), the Buyer fully and unconditionally agrees to the cargo transportation terms of those Carrier Companies.
8.3. Receipt of the Goods and the absence of any quality complaints is confirmed by the Buyer's signature on the waybill, carrier declaration, or delivery note upon receipt. The Seller, in turn, warrants that the Goods will be dispatched to the Carrier Company in the quantity paid for by the Buyer, complete as per the product specification, and in proper condition.
8.4. If the Buyer is absent at the delivery address provided, or refuses to accept the Goods without valid reason, the Goods will be returned to the dispatch warehouse. The carrier's service fee will be deducted from the amount paid by the Buyer, and the remaining balance will be refunded upon receipt of a written request sent to moc.liamg%40aetoceiliz, specifying the account to which the funds should be returned. Any questions arising during payment or delivery can be directed to the contacts listed in the Contacts section.
9. Returns and Exchanges9.1. In accordance with Article 9 of the Law of Ukraine "On Consumer Protection", the Buyer has the right to exchange a product of acceptable quality within fourteen days, not counting the day of purchase, unless the Seller has announced a longer period. The right of exchange is subject to applicable legislation regarding the grounds and list of goods not eligible for exchange or return.
9.2. If any defect is identified, the Buyer must document it in a written report in any format, signed by both the Buyer and the delivery representative or Seller's representative. Where possible, defects should be recorded with photo or video evidence. Within 1 (one) day, the Buyer must notify the manager responsible for the order and arrange a replacement.
9.3. In accordance with Resolution No. 172 of the Cabinet of Ministers of Ukraine dated 19.03.1994, food products of acceptable quality are not eligible for exchange or return.
9.4. The Parties agree that failure to follow the procedure set out in clause 9.2 shall be deemed confirmation that the Buyer received the Goods in proper condition — without mechanical damage and complete.
10. Liability and Dispute Resolution10.1. The Parties are liable for non-performance or improper performance of this Agreement in accordance with the Agreement itself and applicable international and Ukrainian law.
10.2. In the event of disputes arising from the performance of this Agreement, except for debt collection disputes, the Parties undertake to resolve them through negotiation following a formal claims procedure. The claims review period is 7 (seven) calendar days from the date of receipt. The pre-trial claims procedure does not apply to debt collection disputes.
10.3. All disputes, disagreements, or claims arising from or in connection with this Agreement, including those relating to its performance, breach, termination, or validity, shall be resolved by the competent court in accordance with applicable international and Ukrainian substantive and procedural law.
11. Force Majeure11.1. Neither Party shall be liable for failure to perform any of its obligations — except payment obligations — if it can demonstrate that such failure was caused by force majeure circumstances, meaning events or circumstances genuinely beyond that Party's control, which arose after the conclusion of this Agreement and are unforeseeable and unavoidable.
Force majeure circumstances include, in particular: natural disasters, strikes, fires, floods, explosions, ice storms, wars (declared or undeclared), riots, loss of goods, carrier delays caused by accidents or adverse weather conditions, maritime perils and accidents, embargoes, catastrophes, and restrictions imposed by government authorities (including allocation, priorities, official requirements, quotas, and price controls), provided these circumstances directly affected the performance of this Agreement.
11.2. The Party unable to fulfill its obligations due to force majeure must immediately notify the other Party in writing and, within 30 (thirty) calendar days, provide confirmation of the force majeure circumstances. Such confirmation shall be a certificate or other appropriate document issued by the competent government authority at the location where the force majeure occurred.
11.3. The time required by the Parties to fulfill their obligations under this Agreement shall be extended by the duration of the delay caused by the force majeure circumstances.
11.4. If non-performance due to force majeure continues for more than three months, either Party may terminate this Agreement unilaterally by giving written notice to the other Party. Regardless of the force majeure event, the Parties shall carry out final settlements before terminating the Agreement.
12. Other Terms12.1. Information provided by the Buyer is confidential and is used solely for the purpose of fulfilling the Order (notifying the Seller of the order, sending promotional messages, etc.).
12.2. By accepting this Agreement or registering on the Website, the Buyer voluntarily consents to the collection and processing of their personal data for the following purposes: the data collected will be used for commercial purposes, including processing purchase orders, providing order information, and sending promotional and special offers, information about promotions, giveaways, or any other information about the Website's activities via electronic mail or mobile communications. For these purposes, the Buyer may receive letters, messages, and materials at their postal address or email, as well as SMS messages and phone calls to the number provided during registration.
12.3. The Buyer grants the right to process their personal data, including: storing it in databases (without additional notice), retaining it indefinitely, accumulating, updating, and modifying it as needed. The Seller undertakes to protect the data from unauthorized third-party access, and not to share or transfer it to any third party, except to affiliated persons, commercial partners, and persons authorized by the Seller to process data for the stated purposes, as well as in response to a mandatory request from a competent government authority.
12.4. If the Buyer does not wish to receive promotional communications, they may contact the Seller with a written opt-out request sent to the Seller's postal or email address.
12.5. The Seller is not responsible for the accuracy or truthfulness of the information provided by the Buyer when placing an order. The Buyer bears full responsibility for the accuracy of the information submitted.