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Last review: 7 April, 2024

1. SUBJECT OF THE CONTRACT
   1. The subject of this Contract is the delivery of electronic equipment for petrol stations, hereinafter referred to as the “Equipment”.
2. PRICE AND TOTAL COST OF THE CONTRACT
   1. Cost of the Equipment supplied under this Contract is specified in Invoices, which are issued by Seller (Technotrade LLC) on basis of preliminary oral or written orders of Buyer. At this each of the Invoices contains indication of the total cost of Equipment, supplied only under given Invoice.
   2. Prices on supplied Equipment are set in U.S. dollars or in other currency specified in Invoice and are understood to be CPT according to INCOTERMS 2010 requirements if otherwise not specified in the Invoice.
   3. Total cost of the Contract is defined by a sum of all issued by Seller and paid by Buyer Invoices during a term of given Contract validity.
   4. Prices are valid only for this Contract and cannot be referred to in the course of negotiations with other Parties.
   5. Total cost of Equipment indicated in Invoices does not include bank commissions and commissions of third parties, which can take their commission during the money transfer.
3. TIME OF DELIVERY
   1. Seller shall perform supplies of Equipment within 8 weeks from the date of reception of payment if otherwise is not specified in the Invoice.
   2. The date of supply shall be considered the date of the Equipment crossing mark of the Buyer’s country border.
4. TERMS OF PAYMENT
   1. Payment for Equipment under given Contract shall be made in U.S. dollars or in other currency specified in Invoice by transferring a sum of money specified in Invoice to the Seller’s bank account within 30 working days after reception of Invoice. Prepayment - 100%.
   2. In case of violation by Buyer a due date of payment on issued Invoice, Seller reserves a right to reconsider a cost of Invoice.
   3. The date of payment for Invoice is considered the date of reception to Seller’s bank account of sum of money specified in issued Invoice.
   4. All payments are made to Seller’s banking information specified in this Contract or in the issued Invoice.
   5. Buyer shall notify Seller about a fact of payment on the day of the payment by phone or email.
   6. Bank commissions for transfer of money funds are to be paid by Buyer and are not included into a cost of the Invoice. No withholdings from the sum of Invoice at its payment are allowed, Invoice is considered to be paid only at reception to bank account of Seller of full 100% money amount of sum specified in Invoice.
   7. Payment for Invoice can be done by a third party.
5. PACKING AND MARKING
   1. Packing of Equipment to be shipped should ensure safety of the Equipment during the transportation provided the cargo is duly handled.
6. QUALITY OF GOODS
   1. Quality of sold Equipment shall be in conformity with the existing standards or with technical conditions of manufacturer.
7. GUARANTEE OF QUALITY
   1. The Seller’s guaranty period for the supplied Equipment is 18 months starting from the date of supply.
   2. Seller shall guarantee that all Equipment delivered shall be new and of good and new material and workmanship, free from any defect in materials, manufacturing and test during guarantee period. Equipment during guarantee period should be fit and safe for their intended purpose and be of merchantable quality.
   3. Guarantee of the Seller doesn’t spread on Equipment that has been subject to incorrect or negligent storage or usage, effect of atmospheric electricity, infringement of construction of the Equipment, exceeding the allowable power supply voltage, misuse, usage by unskilled personnel of Buyer or end user, and also in case of not following by Buyer or end user the technical instructions of the Seller.
   4. On Equipment, which failed during the guaranty period, Seller and Buyer compose an Act on fault defection, in which state the cause of Equipment failure. Should the Equipment on results of the Act on fault defection within guarantee period prove to be defective or not corresponding to the terms and conditions of the present Contract due to fault of the Seller, the Seller shall eliminate the defects or replace the defective Equipment. Transportation of faulty Equipment to be repaired or replaced is provided by the Buyer. The final decision as to the validity of any claims arising under the warranty and decision to repair or replace defective Equipment shall be determined solely by the Seller.
   5. Installation, commissioning and maintenance of Equipment, as well as all works on replacement of the Equipment in guarantee cases are to be made by the Buyer or Buyer's authorized service centers.
   6. Cost of Equipment does not include consulting services of Seller. Seller at its own discretion or based on a separate contract may provide Buyer with consulting or any other services for provision of Equipment operation at Buyer. Seller may provide Buyer with technical support, consulting, initial installation and regular technical support for Equipment based on a separate technical support contract.
   7. Buyer is aware of the important functional properties of Equipment. Buyer shall bear the risk of correspondence of Equipment to its wishes and requirements. Seller does not bear responsibility for any damages and losses (including special, incidental or indirect damage, losses related to undrawn profits, interruption of commercial or industrial activities, loss of business information, negligence or any other losses), which can arise from use or inability to use the Equipment.
8. CLAIMS
   1. Claims in respect of the shortage should be made by the Buyer to the Seller within 30 days from the date of arriving of the Equipment to the Buyer’s address.
   2. The claims can be made for the quality of the delivered Equipment if it does not conform to the quality stipulated in the present Contract.
   3. Buyer has the right to claim on the Seller in respect of the quality within 12 months from the date of delivery. The claims should contain the quantity and the name of the claimed Equipment. On expiration of the above mentioned period no claims shall be accepted.
   4. No claims put forward in respect of any consignment of the Equipment can be used by the Buyer as a reason for his refusal to accept all other Equipment to be supplied under the present Contract and to pay for them.
   5. Replacement of the defective Equipment is conducted in accordance with guarantee obligations of the Seller.
9. FORCE-MAJEURE
   1. Should any circumstances arise which prevent complete or partial fulfilment by any of the Parties of their respective obligations under the present Contract, namely: fighting or war activities, fire, acts of elements and others, the time stipulated for the fulfilment of the obligations shall be extended for the period equal to that during which such circumstances remain in force. Should the above circumstances continue to be in force for more than 12 months each Party shall have the right to refuse any further fulfillment of the obligations under the Contract and in this case neither of the Parties shall have the right to make a demand upon the other Party, for the compensation of any possible losses. The Party for whom it becomes impossible to meet their obligations under the present Contract, shall immediately advise the other Party as regards the beginning and the cessation of the circumstances preventing the fulfillment of their obligations. Certificates issued by the respective Chambers of Commerce of the Seller’s or Buyer’s country shall be sufficient proof of such circumstances and their durability.
10. ARBITRATION
    1. All disputes and differences which may arise from the present Contract or in connection with it in case they are not settled by means of agreement are to be referred to the Arbitration Commission of Kyiv city, Ukraine in compliance with the rules and procedure of the said Commission, the decisions of which are final and binding upon both Parties. The applications to the State courts are excluded.
11. CONFIDENTIAL INFORMATION
    1. Parties during the term of this Contract and also within ten years after end of its term, undertake to ensure the confidentiality of any information and data obtained from each other in connection with execution of this Contract, except information and data that are available to public (hereinafter - confidential information). Each Party undertakes not to disclose confidential information to third parties without the prior written consent of the Party, who is the owner of confidential information.
    2. The Parties shall immediately inform each other about performed by them or became known a fact of disclosure or a threat of disclosure, illegal obtaining or illegal use of confidential information by third parties.
    3. Disclosure of confidential information under this Contract means an act or omission of act of one of the Parties as a result of which confidential information becomes known to third parties in absence of consent for this of the owner of confidential information. At this form of disclosure of confidential information to third parties (oral, written, using technical means, etc.) is irrelevant.
    4. Provision of confidential information on legal requirement of law enforcement and other authorized state bodies and officials in the cases and manner foreseen by applicable legislation is not a breach of confidentiality. In the case of disclosure of confidential information to these bodies and/or individuals a Party, which disclosed confidential information, shall in written notify the owner of the confidential information about a fact of provision of such information, its content and a body to which confidential information was provided no later than in two working days after disclosure of confidential information.
12. OTHER CONDITIONS
    1. Equipment should not infringe any third party’s intellectual property rights and use of the Equipment shall not infringe any third party’s intellectual property.
    2. Any alterations and addenda to the present Contract shall be valid only if they are made in written form and duly signed by both Parties.
    3. After signing the Contract all preceding negotiations and correspondence pertaining to it become null and void.
    4. The present Contract is drawn up in the Ukrainian and English languages and both texts being authentic. The electronic copy of the contract is valid and equal to the original before replacement by the original.
    5. The present contract comes into effect from the date of its signing and remains in force until ____________.
    6. Seller shall comply fully with all applicable laws, rules and regulations relating to anti-corruption, bribery, extortion, kickbacks or similar matters that are applicable to Seller’s business activities in connection with this Contract.

Last review: 7 April, 2024

1. SUBJECT OF THE CONTRACT
   1. The subject of this Contract is transfer of non-exclusive rights to licensed products of Licensor, namely the rights to install, resell to third parties and use software of Licensor, which is intended for petrol stations and hereinafter referred to as “Licensed products”.
   2. Licensee after transfer of rights to Licensed products according to this Contract, has an unlimited and irrevocable right to use and sell the Licensed products to its customers.
   3. List of Licensed products, rights on which are transferred under this Contract, are specified in Specification, which serves as an appendix to this Contract.
   4. Right on usage of one license of Licensed products allows simultaneous use of software of Licensor on one working place.
   5. Territory, on which usage of Licensed products by Licensee is allowed, is not limited.
2. PRICE AND TOTAL COST OF THE CONTRACT
   1. Cost of the Rights to Licensed products transferred under this Contract is specified in Invoices, which are issued by Licensor on basis of preliminary written or oral orders of Licensee. At this each of the Invoices contains indication of the total cost of the Rights to Licensed products, transferred only under given Invoice.
   2. Total cost of the Contract is defined by a sum of all Invoices issued by Licensor and paid by Licensee during a term of given Contract validity.
   3. Licensor can issue an invoice if he already received a purchase order from the Licensee.
   4. Prices are valid only for this Contract and cannot be referred to in the course of negotiations with other Parties.
   5. Total cost of the Rights to Licensed products indicated in Invoices does not include bank commissions and commissions of third parties, which can take their commission during the money transfer.
   6. Cost of Licensed products does not include consulting services of Licensor. Licensor at its own discretion may provide Licensee with consulting services on questions related with Licensed products operation on the basis of additional contract with the Licensee.
3. TERMS OF PAYMENT
   1. Payment for the Rights to Licensed products under given Contract shall be made in U.S. dollars or in other currency specified in Invoice by transferring a sum of money specified in Invoice to the Licensor’s bank account within 30 working days after reception of Invoice. Prepayment - 100%.
   2. In case of violation by Licensee a due date of payment on issued Invoice, Licensor reserves a right to reconsider a cost of Invoice.
   3. The date of payment for Invoice is considered the date of reception to Licensor’s bank account of sum of money specified in issued Invoice.
   4. All payments are made to Licensor’s banking information specified in this Contract or in the issued Invoice.
   5. Licensee shall notify Licensor about a fact of payment on the day of the payment by phone or email.
   6. Bank commissions for transfer of money funds are to be paid by Licensee and are not included into a cost of the Invoice. No withholdings from the sum of Invoice at its payment are allowed, Invoice is considered to be paid only at reception to bank account of Licensor of full 100% money amount of sum specified in Invoice.
   7. Payment for Invoice can be done by a third party.
4. TERMS OF RIGHTS TRANSFER
   1. Rights to Licensed products shall be deemed transferred by Licensor and accepted by Licensee after the Parties have signed the Delivery-Acceptance Act.
5. SEQUENCE OF RIGHTS TRANSFER
   1. Licensor transfers Rights to Licensed products to Licensee by providing a link for downloading the Licensed products via Internet or by e-mail by forwarding the Licensed products to the e-mail address of Licensee, which is specified in this Contract.
6. GUARANTEES
   1. Licensor confirms that is an authorized for distribution the Licensed products. Licensor has all necessary rights to conclude this Contract and at the time of transfer to Licensee the Rights to Licensed products he is the legitimate holder of exclusive rights to distribute the Licensed products. Specified rights are not mortgaged or arrested and are not a subject for claims of third parties.
   2. Licensed products are supplied with a volume of functionality “as is”. Licensee should use Licensed products only with operation systems recommended by Licensor and listed in Licensed products documentation. Any improvements of Licensed products, which are required by Licensee, are agreed between Licensor and Licensee in written and shall be paid on separate Invoices. Licensor on its sole discretion can free of charge supply Licensee with updates for Licensed products with a purpose of improvement and enhancement of their functional possibilities, which exceed the limits of volume of functionality of Licensed products on the moment of their rights transfer. Cost of Licensed Products does not include consulting services of Licensor. Licensor at its own discretion or based on a separate contract may provide Licensee with consulting or any other services for provision of Licensed products operation at Licensee. Licensor may provide Licensee with technical support, consulting, initial installation and regular technical support for the Licensed Products based on a separate technical support contract.
7. FORCE-MAJEURE
   1. Should any circumstances arise which prevent complete or partial fulfilment by any of the Parties of their respective obligations under the present Contract, namely: fighting or war activities, fire, acts of elements, the time stipulated for the fulfilment of the obligations shall be extended for the period equal to that during which such circumstances remain in force. Should the above circumstances continue to be in force for more than 12 months each Party shall have the right to refuse any further fulfillment of the obligations under the Contract and in this case neither of the Parties shall have the right to make a demand upon the other Party, for the compensation of any possible losses. The Party for whom it becomes impossible to meet their obligations under the present Contract, shall immediately advise the other Party as regards the beginning and the cessation of the circumstances preventing the fulfilment of their obligations. Certificates issued by the respective Chambers of Commerce of the Licensor’s or Licensee’s country shall be sufficient proof of such circumstances and their durability.
8. RESPONSIBILITIES OF THE PARTIES
   1. Licensee is aware of the important functional properties of the Licensed products. Licensee shall bear the risk of correspondence of Licensed products to its wishes and requirements, as well as the risk of correspondence of conditions and amount of transferred Rights to its desires and necessities. Licensor does not bear responsibility for any damages and losses (including special, incidental or indirect damage, losses related to undrawn profits, interruption of commercial or industrial activities, loss of business information, negligence or any other losses) arose from use or inability to use the Licensed products.
9. ARBITRATION
   1. All disputes and differences which may arise from the present Contract or in connection with it in case they are not settled by means of agreement are to be referred to the Arbitration Commission of Kyiv city, Ukraine in compliance with the rules and procedure of the said Commission, the decisions of which are final and binding upon both Parties. The applications to the State courts are excluded.
10. VALIDITY OF THE CONTRACT
    1. This Contract shall enter into force upon signature and is valid until ____________.
    2. The Parties may terminate this Contract by sending a written notice within 30 (thirty) days before termination of this Contract. Responsibilities arised for the Parties prior to the second Party reception of the notice of termination shall be executed by the Parties in full.
    3. This Contract is considered to be amended or terminated within 30 days after reception by one Party of the notice from another Party on single-sided refusal to perform this Contract in whole or in part.
    4. In cases not covered by this Contract it may be terminated only by written agreement between the Parties or in court.
11. CONFIDENTIAL INFORMATION
    1. Parties during the term of this Contract and also within ten years after end of its term, undertake to ensure the confidentiality of any information and data obtained from each other in connection with execution of this Contract, except information and data that are available to public (hereinafter - confidential information). Each Party undertakes not to disclose confidential information to third parties without the prior written consent of the Party, who is the owner of confidential information.
    2. The parties shall immediately inform each other about performed by them or became known a fact of disclosure or a threat of disclosure, illegal obtaining or illegal use of confidential information by third parties.
    3. Disclosure of confidential information under this Contract means an act or omission of act of one of the Parties as a result of which confidential information becomes known to third parties in absence of consent for this of the owner of confidential information. At this form of disclosure of confidential information to third parties (oral, written, using technical means, etc.) is irrelevant.
    4. Provision of confidential information on legal requirement of law enforcement and other authorized state bodies and officials in the cases and manner foreseen by applicable legislation is not a breach of confidentiality. In the case of disclosure of confidential information to these bodies and/or individuals a Party, which disclosed confidential information, shall in written notify the owner of the confidential information about a fact of provision of such information, its content and a body to which confidential information was provided no later than in two working days after disclosure of confidential information.
    5. Licensee is not responsible for disclosure of confidential information under this Contract which is provided in ranges of rights transfer for usage by third parties (end users) on conditions and in volume foreseen by this Contract.
12. OTHER CONDITIONS
    1. After signing this Contract all preceding negotiations and correspondence pertaining to it become null and void.
    2. The present Contract is drawn up in the Ukrainian and English languages and both texts being authentic. The electronic copy of the contract is valid and has a power equal to the original before replacement by the original.
    3. Licensor shall comply fully with all applicable laws, rules and regulations relating to anti-corruption, bribery, extortion, kickbacks, or similar matters that are applicable to Licensor business activities in connection with this Contract.

Last review: 7 April, 2024

1. SUBJECT OF THE CONTRACT
   1. The subject of this Contract is provision of consulting services on remote technical assistance (hereinafter referred as Services) on installation, configuration and usage of equipment or software for automation of petrol stations.
2. PRICE AND TOTAL COST OF THE CONTRACT
   1. Cost and duration of the Services provided under this Contract is specified in Invoices, which are issued by Executor on basis of preliminary written orders of Customer. At this each of the Invoices contains indication of the total cost of the Services provided only under given Invoice.
   2. Total cost of the Contract is defined by a sum of all Invoices issued by Executor and paid by Customer during a term of given Contract validity.
   3. Executor issues an Invoice to Customer at reception of an order for Services provision from the Customer. Each issued Invoice contains a reference to this Contract. By paying the Invoice, the Customer confirms all provisions of this Contract.
   4. Prices for Services provided by Executor are valid only for this Contract and cannot be referred to in the course of negotiations with other Parties.
   5. Total cost of the Services indicated in Invoices does not include bank commissions and commissions of third parties, which can take their commission during the money transfer.
3. TERMS OF PAYMENT
   1. Payment for the Services under given Contract shall be made in U.S. dollars or in other currency specified in Invoice by transferring a sum of money specified in Invoice to the Executor’s bank account within 30 working days after reception of Invoice. Prepayment - 100%.
   2. In case of violation by Customer a due date of payment on issued Invoice, Executor reserves a right to reconsider a cost of Invoice.
   3. The date of payment for Invoice is considered the date of reception to Executor’s bank account of sum of money specified in issued Invoice.
   4. All payments are made to Executor’s banking information specified in this Contract or in the issued Invoice.
   5. Customer shall notify Executor about a fact of payment by phone or email.
   6. Bank commissions for transfer of money funds are to be paid by Customer and are not included into a cost of the Invoice. No withholdings from the sum of Invoice at its payment are allowed, Invoice is considered to be paid only at reception to bank account of Executor of full 100% money amount of sum specified in Invoice.
   7. Payment for Invoice can be done by a third party.
4. SEQUENCE OF SERVICES ACCEPTANCE
   1. Services shall be deemed provided by Executor and accepted by Customer after the Parties have signed the Service-Acceptance Act.
5. SEQUENCE OF SERVICES PROVISION
   1. After payment for Invoice Executor and Customer agree the following points:
      • date and time of Service provision start
      • representative of Executor and his contacts for communication
      • representative of Customer and his contacts for communication
      • way of Services provision (connection to remote computer, communication using a messenger, communication through emails, etc)
   2. On agreed date of Services provision representative of Executor contacts representative of Customer and performs provision of Services.
   3. In case if representative of Executor or representative of Customer are not ready on the agreed date of Services provision Executor and Customer agree a new date of Services provision.
   4. Provision of Services is provided during working days of the week (from Monday till Friday) except national holidays in Ukraine during working hours (from 9:00 till 19:00) in accordance with time in Ukraine (GMT+2 in winter time and GMT+3 in summer time). Provision of Services is also possible in other time, if in advance agreed between the Parties, but at this cost of Services provision is twice higher.
   5. Executor has a right to refuse the Customer in provision of Services if more than 6 months passed after payment for the Services provision and during this time the Customer due to its own fault has not agreed with the Executor the date and time of Services provision start.
6. GUARANTEES
   1. Executor provides Services in a view or remote consultations and recommendations. Executor makes no warranties, express or implied, as to whether any given issue can be resolved within a certain timeframe or can be resolved in general.
7. FORCE-MAJEURE
   1. Should any circumstances arise which prevent complete or partial fulfilment by any of the Parties of their respective obligations under the present Contract, namely: fighting or war activities, fire, acts of elements, the time stipulated for the fulfilment of the obligations shall be extended for the period equal to that during which such circumstances remain in force. Should the above circumstances continue to be in force for more than 12 months each Party shall have the right to refuse any further fulfillment of the obligations under the Contract and in this case neither of the Parties shall have the right to make a demand upon the other Party, for the compensation of any possible losses. The Party for whom it becomes impossible to meet their obligations under the present Contract, shall immediately advise the other Party as regards the beginning and the cessation of the circumstances preventing the fulfilment of their obligations. Certificates issued by the respective Chambers of Commerce of the Executor’s or Customer’s country shall be sufficient proof of such circumstances and their durability.
8. RESPONSIBILITIES OF THE PARTIES
   1. Executor does not bear any responsibility for any damages and losses (including special, incidental or indirect damage, losses related to undrawn profits, interruption of commercial or industrial activities, loss of business information, negligence or any other losses), which may happen in result of the Services provision.
9. ARBITRATION
   1. All disputes and differences which may arise from the present Contract or in connection with it in case they are not settled by means of agreement are to be referred to the Arbitration Commission of Kyiv city, Ukraine in compliance with the rules and procedure of the said Commission, the decisions of which are final and binding upon both Parties. The applications to the State courts are excluded.
10. VALIDITY OF THE CONTRACT
    1. This Contract shall enter into force upon signature and is valid until ____________.
    2. The Parties may terminate this Contract by sending a written notice within 30 (thirty) days before termination of this Contract. Responsibilities arised for the Parties prior to the second Party reception of the notice of termination shall be executed by the Parties in full.
    3. This Contract is considered to be amended or terminated within 30 days after reception by one Party of the notice from another Party on single-sided refusal to perform this Contract in whole or in part.
    4. In cases not covered by this Contract it may be terminated only by written agreement between the Parties or in court.
11. CONFIDENTIAL INFORMATION
    1. Parties during the term of this Contract and also within ten years after end of its term, undertake to ensure the confidentiality of any information and data obtained from each other in connection with execution of this Contract, except information and data that are available to public (hereinafter - confidential information). Each Party undertakes not to disclose confidential information to third parties without the prior written consent of the Party, who is the owner of confidential information.
    2. The Parties shall immediately inform each other about performed by them or became known a fact of disclosure or a threat of disclosure, illegal obtaining or illegal use of confidential information by third parties.
    3. Disclosure of confidential information under this Contract means an act or omission of act of one of the Parties as a result of which confidential information becomes known to third parties in absence of consent for this of the owner of confidential information. At this form of disclosure of confidential information to third parties (oral, written, using technical means, etc.) is irrelevant.
    4. Provision of confidential information on legal requirement of law enforcement and other authorized state bodies and officials in the cases and manner foreseen by applicable legislation is not a breach of confidentiality. In the case of disclosure of confidential information to these bodies and/or individuals a Party, which disclosed confidential information, shall in written notify the owner of the confidential information about a fact of provision of such information, its content and a body to which confidential information was provided no later than in two working days after disclosure of confidential information.
12. OTHER CONDITIONS
    1. After signing the Contract all preceding negotiations and correspondence pertaining to it become null and void.
    2. The present Contract is drawn up in the Ukrainian and English languages and both texts being authentic. The electronic copy of the contract is valid and equal to the original before replacement by the original.