Purchase Agreement N_____

DD / MM / YY

Tbilisi, Georgia

This Purchase Agreement (hereinafter the “Agreement”) is entered into on the above-mentioned date, between the following parties:

LLC “Skami” (ID: 405388432), Address: Georgia, Tbilisi, Tsatskhebi 1st Lane, Email: info@skami.com.ge) (hereinafter the “Seller”),

and

__________________, ID No. _______________, Email address:, Actual address: Phone number:. Hereinafter the “Buyer”)

The “Seller” and the “Buyer” are hereinafter collectively referred to as the “Parties”, and individually as a “Party”.

1. Subject of the Agreement

1.1. Under this “Agreement”, the “Seller” undertakes to manufacture and sell to the “Buyer” products with the characteristics specified in clause 1.2 (hereinafter collectively referred to as the “Products”), while the “Buyer” undertakes to pay the price of the “Products” in the manner provided by this “Agreement”.

1.2. The “Products” consist of the following items: see Annex N1

1.3. Delivery of the “Products” by the “Seller” shall be made to the “Buyer’s” address as recorded in the “Agreement”; the final delivery date of the Products is: __.__.____. The “Seller” shall notify the “Buyer” of the exact delivery time by telephone. If the delivery deadline is breached due to the Seller’s fault, the Seller is obligated to compensate 0.5% of the total order value for each overdue day. The calculation of the delay period begins from the Saturday following the delivery date.

1.4. Upon delivery of the “Products”, the “Buyer” (or any person present at the “Seller’s” courier’s arrival at the address) shall inspect the “Products” and, in the absence of any claims, a delivery acceptance act (hereinafter the “Act”) shall be executed. On behalf of the “Seller”, the corresponding courier is authorized to sign the “Act”.

1.5. In the event that delivery of the “Products” cannot be completed within the period specified in clause 1.3 due to the “Buyer’s” fault (no one is present at the “Buyer’s” address and/or the “Buyer” fails to pay the remaining portion of the “Product Price”, etc.), the delivery deadline for the “Products” shall be extended by one (1) week. If the Buyer wishes to receive the item at a different time from the specified date, they are obligated to reimburse the transportation fee, which amounts to 60 (sixty) GEL. If delivery is not completed within this period either, the “Products” shall be stored at the “Seller’s” facility for an additional 1 (one) month, and in such case, the “Buyer” shall be obligated to collect the “Products” on-site at their own expense. After the aforementioned period expires, the risk of damage and/or destruction of the “Products” shall fully transfer to the “Buyer” (which also implies the “Seller’s” right to no longer deliver the “Products” to the “Buyer”, in which case the “Product Price” and/or “Advance” paid by the “Buyer” shall remain with the “Seller” and the “Buyer” waives the right to file any claim against the “Seller”).

1.6. In the event that the “Products” must be delivered to an apartment located above the 2nd floor and it is impossible to transport the Products to the apartment using the elevator, the obligation to carry/place the “Products” rests with the “Buyer”. Alternatively, the Buyer is obligated to reimburse the manual carrying fee, which is determined at 10 (ten) GEL per floor.

2. Price and Payment Terms

2.1. The total price of the “Products” amounts to ____ (_______________________) GEL, including VAT (hereinafter the “Product Price”). The amount has been paid by non-cash settlement.

2.2. The “Product Price” includes all expenses of the “Seller” related to the fulfillment of obligations provided by this “Agreement”, including the delivery fee.

2.3. Payment of the “Product Price” by the “Buyer” shall be made in full no later than 1 (one) calendar day from the signing of the Agreement;

2.4. The “Product Price” shall be paid at the “Seller’s” showroom, by cash payment (evidenced by a cash register receipt) or by non-cash transfer to the “Seller’s” bank account by transferring the corresponding amount.

3. Force Majeure

3.1. If the fulfillment of one of the “Party’s” obligations is delayed or becomes impossible due to force majeure circumstances (fire, flood, war, military actions, state acts, and other events and facts recognized by international practice), the “Parties” shall be temporarily released from liability until such circumstances are eliminated.

3.2. The occurrence of force majeure must be communicated to the other “Party” in writing within 48 hours; otherwise, the “Party” shall not be released from the liability provided by the “Agreement” for non-fulfillment of obligations due to force majeure. The notification must be accompanied by a document confirming the occurrence of such circumstances.

3.3. If force majeure circumstances persist for more than 1 month, each “Party” shall be entitled to terminate this “Agreement”.

4. Warranty Period

4.1. Upon receipt of the “Products”, the “Buyer” shall verify the pre-agreed technical specifications of the “Products” (model, shape, size, color, fabric), as well as visible defects, verify the completeness of the “Products”, and sign the delivery/acceptance act or other confirming document, where they confirm the absence of claims regarding the completeness of the order.

4.2. The product is warranted against manufacturing defects for 28 (twenty-eight) calendar days from the delivery date (hereinafter the “Primary Warranty Period”). If during this period it is discovered that the product has a manufacturing defect (factory defect), the Seller undertakes, upon receipt of the relevant notification and inspection of the product, to replace the product with a new one within 21 (twenty-one) calendar days. If an identical product is available in stock, replacement shall occur within 5-7 days, confirming the Seller’s commitment to customer satisfaction.

4.3. In addition to the initial warranty period, the Seller offers the Customer an extended warranty period of 24 (twenty-four) months from the delivery date. This extended warranty period ensures that the Customer’s purchase is insured against any manufacturing defect that may not have been revealed during the initial period of exploitation.

4.4. The extended warranty period does not cover cases of operational wear, accidental damage, improper use, improper maintenance, or any modification or attempted modification of the product.

4.4.1. Additionally, the Seller shall provide the Buyer with a restoration service for the purpose of repairing mechanical damage (accidental damage, improper use/storage) at a non-profit cost.

4.5. If a manufacturing defect is discovered during the extended warranty period, the Seller undertakes to repair or replace the product within a reasonable timeframe, upon receipt of the relevant notification and inspection of the product. The decision to repair or replace the product shall be at the Seller’s discretion.

4.6. For the extended warranty to remain effective, the customer may be required to demonstrate that the product was stored and used in accordance with the Seller’s instructions.

4.7. In the event of repair/replacement during the extended warranty period, the warranty for the replaced product continues from the original purchase date and not from the replacement date.

4.8. The Seller reserves the right to replace defective parts of the product with parts and components of similar quality, grade, and composition where an identical part or component is not available.

4.9. For the purposes of this “Agreement”, a “factory defect” (damage, defect) is the non-conformity of the “Products” with technical regulations, where the delivered order does not match the technical specifications agreed with the “Buyer” and other mandatory requirements, which may be discovered during the order delivery/acceptance process, or manifest during the exploitation of the “Products” / during the “Warranty Period” (within 28 days from order delivery), specifically:

  • Model – if the “Buyer” was mistakenly delivered a model that they did not order;
  • Size – if the “Products” do not conform to the pre-agreed dimensions recorded in the “Agreement”;
  • Shape – if the “Products” do not conform to the pre-agreed shape;
  • Color – if the “Products” do not conform to the color selected by the “Buyer” and recorded in the “Agreement”;
  • Fabric – if the “Products” use a fabric that the customer did not select;
  • Additionally, the “Seller” is obligated to replace / repair the “Products” if the above-listed characteristics are preserved, but the “Products” exhibit visible defects (e.g., cracks, scratches, inappropriate spots, disproportion);
  • If the “Products” do not exhibit visual defects but have completeness issues (e.g., malfunction of the extension mechanism, product stability issues (exceeding the characteristics of models presented in the showroom/exhibition space));
  • Cases of discovery of non-visible defects that manifest during the “Warranty Period”, such as breach of integrity at joint points or breakage, structural wobbling caused by material problems or factory defects;

4.10. Claims regarding defects discovered during the exploitation period shall be accepted before the expiration of the “Warranty Period” and such claims must be communicated to the “Seller” in writing. Claims regarding the quality of the “Products” made by the “Buyer” after the expiration of the aforementioned periods shall not be accepted.

4.11. After inspection of the “Products” and execution of the delivery/acceptance act, no claims shall be accepted for defects and damages that bear traces of external impact.

4.12. Warranty obligations for replacement or repair of the “Products” do not apply in the following cases:

  • If “Products” intended for personal household use were used for business purposes, as well as for other purposes that do not correspond to their intended use;
  • In case of violation of operating rules and conditions specified in the operating instructions (basic operating conditions), which are attached to this “Agreement” and/or are provided to the “Buyer” together with the “Products” and which constitute an integral and inseparable part of this “Agreement”;
  • If the “Products” bear traces of unqualified intervention (repair, alteration attempts);
  • If the defect is caused by modification or attempted modification of the “Products” design provided by the manufacturer;
  • If the defect is caused by force majeure, or by intentional or negligent damage by the “Buyer” or a third party;
  • If damage is discovered that was caused by the penetration of foreign objects, substances, liquids into the “Products”, as well as chemical, mechanical, or other impact;

5. Final Provisions

5.1. The “Agreement” enters into force from the moment of signing by the “Parties” and remains effective until the fulfillment of obligations undertaken by the “Parties”. The “Agreement” may be terminated early in cases provided by legislation.

5.2. Disputes arising between the “Parties” shall be resolved through the court in accordance with the legislation of Georgia.

5.3. The “Buyer” is obligated to strictly follow the operating instructions (basic operating conditions), which constitute an annex to and an integral part of this “Agreement”.

5.4. If any requirement or condition of this “Agreement” is at any time deemed invalid, void, illegal, or unenforceable, such determination shall not affect the legal force, legality, and enforceability of the remaining terms and requirements of this “Agreement”. It is also agreed that the “Parties” shall take every possible measure to amend such invalid provision or replace it with a provision of similar content having legal force, in order to preserve the purpose of the “Agreement”.

6. Party Details

“Seller’s” representative “Buyer”

LLC Skami __________________________

Giorgi Surguladze

_________________________
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