Public offer

This document is an official proposal (public offer) by GREEN PHOENIX LLC (TIN 311384316) to enter into a supply agreement for goods on the terms set out below (the "Offer"). The Offer is addressed to legal entities and sole proprietors and is published on the website chenye.uz.

The Offer has been drawn up in accordance with the provisions of the Civil Code of the Republic of Uzbekistan on public offer and acceptance and the Law of the Republic of Uzbekistan "On Electronic Commerce".

1. General provisions

1.1. Seller: GREEN PHOENIX LLC, TIN 311384316, represented by its director DUAN JING, acting on the basis of the Charter to be confirmed: document confirming the director's authority.

1.2. The Offer is published on the website chenye.uz (the "Website") and sets out the terms for the supply of goods under the Chenye Cosmetic and Chenye Medical brands.

1.3. The Offer is addressed to legal entities and sole proprietors purchasing the Goods for business purposes: wholesale trade, retail resale, or use in medical or other professional activities.

1.4. The Offer is not addressed to individual consumers. Under the Offer the Goods are not sold for personal, family or household use.

1.5. By accepting the Offer as set out in section 4, the Buyer confirms that it has read and agrees to the terms of the Offer and has the necessary authority.

1.6. The current version of the Offer is always available on the Website. Previous versions are retained and available on the Offer page.

2. Terms and definitions

• Seller: GREEN PHOENIX LLC.
• Buyer: a legal entity or sole proprietor that has accepted the Offer.
• Website: the website chenye.uz, including its language versions.
• Request: the Buyer's request for the supply of Goods sent via the form on the Website, by phone, messenger or email. A Request is not an order and does not create obligations for the parties.
• Invoice: a document issued by the Seller on the basis of an agreed Request, stating the name, quantity and price of the Goods and the bank details for payment.
• Specification: a document agreed by the parties that defines the range, quantity, price, timing and terms of supply of a particular batch of Goods. The Invoice and the Specification form an integral part of the agreement.
• Goods: Chenye Cosmetic cosmetic products and Chenye Medical medical devices and hygiene products presented on the Website.
• Batch: Goods supplied under a single Invoice or Specification.

3. Subject of the agreement

3.1. The Seller undertakes to transfer the Goods into the ownership of the Buyer, and the Buyer undertakes to accept and pay for the Goods in the range and quantity, at the prices and within the time limits specified in the Invoice or Specification.

3.2. Information about the Goods on the Website (descriptions, specifications, photos, prices) is for reference only. The essential terms of supply of a particular Batch are determined by the Invoice or Specification.

3.3. The Website is not an online shop: no payments are made on the Website.

4. Acceptance of the Offer

4.1. Any of the following actions by the Buyer constitutes acceptance of the Offer:

• payment of the Invoice in full or in part;
• signing of the Specification or the VAT invoice (hisob-faktura).

4.2. From the moment of acceptance, the supply agreement on the terms of the Offer is deemed concluded in writing.

4.3. Sending a Request on the Website, a phone call, or a message via a messenger or email does not constitute acceptance of the Offer and does not create obligations for the parties.

4.4. At the request of either party, a separate supply agreement may be executed on paper or in an electronic document management (EDM) system. In the event of any discrepancy, the agreement signed by the parties prevails.

5. Ordering procedure

5.1. The Buyer creates a Request on the Website, specifying the Goods, quantity and contact details, or contacts the Seller by other means.

5.2. The Seller's manager contacts the Buyer and confirms availability, price, timing and terms of supply.

5.3. On the basis of the agreed Request, the Seller issues an Invoice and/or a Specification.

5.4. Unless otherwise stated in the Invoice, the Invoice is valid for to be confirmed: 3 (three) banking days from the date of issue. After this period the Seller may change the price and/or availability of the Goods.

5.5. Changes to an order after payment are agreed by the parties in writing.

6. Prices and payment

6.1. Prices for the Goods are stated in the national currency of the Republic of Uzbekistan, the Uzbek sum (UZS). Prices shown on the Website are indicative; the final price is stated in the Invoice or Specification.

6.2. Prices in the Invoice include value added tax (VAT) at the rate established by the legislation of the Republic of Uzbekistan.

6.3. Payment is made by bank transfer to the Seller's bank details stated in the Invoice. Bank details are not published on the Website.

6.4. Unless the Specification provides otherwise, the Buyer pays the Invoice on a 100% prepayment basis within the period specified in clause 5.4.

6.5. The Buyer's payment obligation is deemed fulfilled when the funds are credited to the Seller's bank account.

6.6. Deferred payment and other payment terms may be provided under a separate written agreement of the parties.

7. Minimum order quantity and case pack

7.1. Each item of Goods has a minimum order quantity (MOQ) and a number of units per shipping case. Both are shown on the product page on the Website.

7.2. The quantity of Goods in a Request, Invoice or Specification must be at least the MOQ and a multiple of the number of units per case. A Request for a smaller quantity may be accepted by agreement with the Seller.

7.3. to be confirmed: minimum order value, if applicable

8. Delivery and transfer of the Goods

8.1. The Goods are transferred in one of the following ways:

• pick-up from the Seller's warehouse at: 119 Makhtumkuli Street, Tashkent, Uzbekistan;
• delivery by the Seller's or a carrier's transport within the Republic of Uzbekistan on the terms agreed in the Specification.

8.2. Shipment dates are stated in the Invoice or Specification. to be confirmed: standard dispatch time from the warehouse after payment

8.3. Title to the Goods and the risk of accidental loss or damage pass to the Buyer when the Goods are handed over to the Buyer or its representative at the Seller's warehouse or, in the case of delivery, when the Goods are handed over to the Buyer to be confirmed: or to the first carrier, depending on the delivery terms.

8.4. When handing over the Goods, the Seller issues a VAT invoice via the electronic invoicing system (EDM) and a waybill. The Buyer's representative must hold a power of attorney or another document confirming authority to receive the Goods.

8.5. Delivery costs are borne by to be confirmed: the party bearing the costs and the conditions for free delivery, unless the Specification provides otherwise.

9. Acceptance of the Goods as to quantity and quality

9.1. On receipt of the Goods, the Buyer must accept them and check the number of packages, the range and the integrity of the packaging.

9.2. Acceptance as to the number of units inside the packaging and as to quality with respect to apparent defects takes place within to be confirmed: 3 (three) business days of receipt of the Goods.

9.3. If discrepancies in quantity or range, incompleteness or apparent defects are found, the Buyer draws up a discrepancy report describing the non-conformities, attaches photos and sends the report to the Seller at info@chenye.uz within the period specified in clause 9.2. A representative of the Seller may be invited to draw up the report.

9.4. If no discrepancy report is sent within the set period, the Goods are deemed accepted as to quantity and, with respect to apparent defects, as to quality.

9.5. Latent defects that could not be detected during ordinary acceptance may be claimed within the shelf life of the Goods with supporting documents attached.

10. Quality and certification

10.1. The quality of the Goods complies with the legislation of the Republic of Uzbekistan and with the technical regulations and standards applicable to the relevant type of Goods.

10.2. Medical devices are supplied subject to registration certificates issued in the Republic of Uzbekistan. The registration certificate number is shown on the product page on the Website.

10.3. Copies of certificates of conformity, registration certificates and other quality documents are provided to the Buyer on request.

10.4. The shelf life is stated on the packaging of the Goods. Remaining shelf life at the time of shipment: to be confirmed: at least __% of the total shelf life or __ months.

11. Return and replacement of the Goods

11.1. Goods of inadequate quality whose defects are confirmed by a discrepancy report or other documents are replaced with Goods of adequate quality, or the Seller refunds the amount paid for such Goods, as agreed by the parties in writing.

11.2. Goods of inadequate quality are returned at the Seller's expense to be confirmed: return procedure and time limits.

11.3. Goods of adequate quality cannot be returned or exchanged unless otherwise agreed by the parties in writing.

11.4. Damage that occurs after the risk has passed to the Buyer as a result of a breach of storage, transport or use conditions is not a defect of the Goods.

12. Liability

12.1. The parties are liable for non-performance or improper performance of their obligations in accordance with the legislation of the Republic of Uzbekistan and the Offer.

12.2. For late payment, the Buyer pays the Seller a penalty of to be confirmed: __% of the overdue amount for each day of delay, but not more than to be confirmed: __% of the overdue amount.

12.3. For late delivery of paid Goods, the Seller pays the Buyer a penalty of to be confirmed: __% of the value of the undelivered Goods for each day of delay, but not more than to be confirmed: __% of the value of the undelivered Goods.

12.4. Payment of a penalty does not release the parties from performing their obligations.

12.5. The Seller is not liable for the Buyer's losses arising from improper use, storage or resale of the Goods, or for lost profits to be confirmed: limits of liability.

13. Force majeure

13.1. The parties are released from liability for full or partial non-performance of their obligations if it results from force majeure: natural disasters, fires, floods, hostilities, epidemics, acts of public authorities, import and export restrictions, transport disruptions and other circumstances beyond the reasonable control of the parties.

13.2. The affected party must notify the other party within to be confirmed: 5 (five) business days of the occurrence of such circumstances and confirm them with a document issued by a competent authority (for example, the Chamber of Commerce and Industry of the Republic of Uzbekistan).

13.3. If force majeure lasts more than to be confirmed: 60 (sixty) days, either party may withdraw from the agreement in respect of unperformed obligations after settling mutual accounts.

14. Confidentiality and personal data

14.1. The parties undertake not to disclose to third parties the terms of supply, prices or other information that becomes known to them in connection with the performance of the agreement, except as required by law.

14.2. Personal data of the Buyer's representatives are processed in accordance with the Privacy Policy and the Law of the Republic of Uzbekistan "On Personal Data".

15. Dispute resolution

15.1. The parties shall seek to settle disputes through negotiation.

15.2. A pre-trial claim procedure is mandatory. A claim is sent in writing to the party's address or email. The time limit for responding to a claim is 15 (fifteen) business days from the date of its receipt.

15.3. If no agreement is reached, the dispute is referred to the economic court of the city of Tashkent to be confirmed: jurisdiction — inter-district economic court in accordance with the legislation of the Republic of Uzbekistan.

15.4. The relations of the parties are governed by the legislation of the Republic of Uzbekistan.

16. Term and amendment of the Offer

16.1. The Offer enters into force on the date stated at the top of the document and remains in force until withdrawn by the Seller.

16.2. The Seller may amend the Offer unilaterally. The new version is published on the Website with its version number and effective date and applies from the date of publication, unless it states otherwise.

16.3. Amendments do not apply to Invoices and Specifications accepted before the new version enters into force, unless the parties agree otherwise.

16.4. Previous versions of the Offer are retained and available on the Website.

16.5. The Offer is published in Russian, Uzbek and English. In the event of any discrepancy between the texts, the to be confirmed: Russian or Uzbek text prevails.

17. Seller's details

• Full name: GREEN PHOENIX LLC
• TIN: 311384316
• OKED (economic activity code): 46900 — Non-specialised wholesale trade
• Registered address: 2 Parkent 7th Lane, Do'stobod MFY, Yashnobod District, Tashkent, Uzbekistan
• Office and warehouse: 119 Makhtumkuli Street, Tashkent, Uzbekistan
• Director: DUAN JING
• Phone: +998 50 787 28 68
• Email: info@chenye.uz
• Website: chenye.uz

Bank details are not published on the Website and are provided in the Invoice.