This English-language template is the commercial baseline for discussion. It becomes binding only after the parties, products, Incoterm, price, timing, governing law and signatures are completed in the final order documents.
Seller: Individual Entrepreneur Filipp Vladimirovich Shiryaev, Russian Federation. Buyer: the business identified in the signed specification. The signed specification, approved proof, written quote and commercial invoice form part of the agreement. If documents conflict, the signed specification controls for that order.
The Seller supplies the goods described in the signed specification. The minimum merchandise subtotal is USD 1,000, excluding freight, duties, taxes, customs brokerage, insurance and destination delivery. Product-specific MOQ and mixed-assortment rules remain subject to written confirmation.
Unless a signed document states otherwise, the quote is valid for 7 calendar days and the first three accepted orders require 100% cleared prepayment before production. Bank charges must not reduce the invoiced amount received by the Seller.
The Buyer warrants that it is authorized to use all supplied names, marks, images and text. Production of customized goods begins only after written proof approval. Changes after approval may change price and timing. Reasonable production and color tolerances must be stated in the specification.
Any production or shipment date is based on cleared payment, proof approval, material availability and an available compliant route. The Seller must notify the Buyer of a material delay. No materially different substitution or partial shipment is permitted without written approval.
Each specification must state an Incoterms 2020 rule and exact named place. Pilot quotes may offer FCA origin or DAP destination. DDP is not offered unless the written quote expressly confirms the importer, tax, customs and compliance arrangement. Risk transfers under the stated Incoterm.
The Buyer is the importer of record unless the signed specification expressly states otherwise. The Buyer supplies accurate importer and customs information and pays duties, taxes, brokerage and destination charges allocated to it. HS/HTSUS classifications and duty estimates are not final until confirmed for the actual goods and route.
Acceptance is conditional on product eligibility, sanctions screening, payment-channel availability, carrier acceptance and required labeling. The Seller may reject or pause a transaction that cannot be completed lawfully or through an available compliant route.
The Buyer must report visible loss, shortage or transit damage within 5 business days after delivery and a latent manufacturing defect within 15 calendar days after discovery, with photographs, packaging and shipment records. These periods do not remove rights that applicable mandatory law does not allow the parties to waive.
Customized goods are not returnable for preference changes. For a verified defect or material nonconformity, the parties will use the remedy stated in the specification: repair, replacement, credit or refund of the affected goods. No return may be sent without written return authorization.
To the extent permitted by applicable law, liability for an accepted order is limited to the amount paid for the affected goods. Neither party is liable for indirect or consequential loss, including lost resale profit or marketplace suspension, except where such exclusion is prohibited by law.
Neither party is liable for delay caused by events outside reasonable control, including government restrictions, sanctions changes, payment blocking, carrier suspension or customs action. The parties must document completed work and agree the treatment of recoverable goods and unavoidable third-party costs.
The governing law, forum, contract language and dispute process must be completed in the signed order documents after cross-border legal review. This website template intentionally does not invent a US entity, US office or US governing-law promise.
The agreement becomes binding only when authorized representatives sign the applicable agreement/specification or expressly accept the same final written terms through an agreed business channel. Submitting the website form does not create a contract.