ADEMS Terms of Service

Seller-supplier - Limited Liability Company “ADEMS” (TIN 6321285863; Tax Registration Reason Code 632101001; address: 445141, RUSSIAN FEDERATION, SAMARA DISTRICT, TOGLIATTI CITY, KOMMUNALNAYA STREET, 39), selling the Goods presented on the Site for use in business or for other purposes unrelated to personal, family, domestic or similar use.

Buyer — legal entity, individual entrepreneur or natural person purchasing the Goods for further use exclusively in business activity (not for personal, home, family and other similar use), in the manner and under the conditions specified by this agreement, the current legislation of the Russian Federation and other documents.

Goods — equipment, machines, consumables, specified on the Seller 's website, intended for the Buyer 's professional tool sharpening activities. The Goods are not intended for personal, home, family or other similar use. Information about the Goods is posted by the Seller on the Site. The list of Goods posted on the Site may be modified at the Seller 's discretion without notice to the Buyer.

Site — presentation internet-resource LLC “ADEMS” https://adems.ru.

Agreement — this Terms of Service that regulates relations between the Buyer and the Seller.

Order — document, containing the list of Goods and services chosen by the Buyer on the Site https://adems.ru. Formed in electronic form on the Site, agreed by the LLC “ADEMS” employee by phone with the Buyer.

Shipment — shipment of the Goods by a third party (carrier), providing the Seller with services for delivery of the Order to the Buyer.

2.1. By making a Request for Goods on the Site, Buyer agrees and accepts all the terms and conditions set forth in this Agreement. In case of disagreement with this Agreement, the Buyer shall immediately stop using the Internet resource of LLC "ADEMS" and leave the Site.

2.2. The Goods are presented on the Site through photo samples, graphics, text, video and advertising materials, which are the property of the Seller and are not a public offer. At the request of the Buyer, the Seller shall provide by telephone, by e-mail or when familiar with the Goods at the Company 's office, other information about the Goods necessary for the Buyer to make a decision on the purchase of the Goods.

2.3. The provisions of the Civil Code of the Russian Federation on the supply of goods apply to the relations between the Buyer and the Seller (paragraph 3 of Part 2 of the Civil Code of the Russian Federation). The provisions of paragraph 2 of Part 2 of the Civil Code of the Russian Federation (Retail Purchase and Sale) shall not apply to regulate the legal relations between the Seller and the Buyer. Effect of the Law of the Russian Federation "On Protection of Consumer Rights" of 07.02.1992 № 2300-1, Rules of Sale of Goods by Remote Means, Ed. Resolution of the Government of the Russian Federation No. 612 of 27.09, 2007, and other regulatory acts regulating the legal relations of the Seller with the consumer, purchasing goods for personal, family and home use, do not apply to the legal relations of the Seller and the Buyer, including in case of purchase of the Goods by an individual who does not have the status of an individual entrepreneur, as the Goods are intended for use exclusively in business activities (professional sharpening of instruments), and is not intended for use for personal, family, domestic and other similar purposes unrelated to business activities.

3.1. On the basis of the Buyer’s Order and 100% advance payment of the Goods, the Seller supplies the Goods in accordance with the price published on the Site, and the Buyer accepts the Goods in accordance with terms of Agreement.

3.2. The Seller delivers the Goods to the Buyer in a manner and within the terms agreed by the parties during the sale process.

3.3. The procedure for Shipment of the Order and payment for services for Shipment of the Order are specified in Clause 7 of this Agreement.

3.4. The Seller has a right to refuse to sell the Goods to the Buyer who violates the provisions of this Agreement.

3.5. The Seller reserves full and unconditional right in any way to unilaterally modify, i.e. correct, supplement, delete and otherwise adjust any paragraphs and parts of the Agreement without prior notice to the Buyer. But this is not the basis for the Seller 's waiver of the obligations under the Orders already made by the Buyer.

4.1. Photo samples imitate the Goods presented on the Site. Actual type of the Goods may not match the image presented on the Site. Each photo sample is accompanied by text information: article, price and description of the Goods.

4.2. The Seller reserves the right to preliminary check, review, mark, select, modify or delete any content of the Site.

5.1. The Goods may be ordered by:

• Telephone call;
• Site order form with clarifying of the order by the company’s employee by phone;

5.2. Ordering the Goods via the Site, the Buyer has to undergo registration procedure during which specifies personal data. In turn, the Seller guarantees non-disclosure to third parties of all user data entered during the registration process. Detailed terms and conditions for the storage and use of personal data are set out in the Privacy Policy.

5.3. If the results of the Order form reveal that the Seller does not have the required quantity of the ordered Goods or does not have the required name (article), the Seller shall inform the Buyer within 1 (one) business day. The Buyer may agree to purchase the Goods which are available instead of the ordered Goods or to cancel the Order. The terms of delivery of the Goods shall be specified by the parties additionally.

5.4. The Order number is pointed in sales check, consignment note, electronic form of the Order on the Site and other documents formed by the Seller confirming the Order and forming an integral part of this Agreement.

5.5. The Buyer has a right to modify the Order until the date of its completion by notice the Seller by phone specified on the Site, or e-mail sales@adems.ru. In such case a valid confirmation of the Order will be the latest confirmation by date.

5.6. The Seller has a right to inform the Buyer about the Order execution and its parameters. The following channels may be used for information: phone, sms, email, viber, whatsapp, pushnotification.

6.1. The Goods and Services are subject to payment at prices set by the Seller.

6.2. Prices in the Order includes all taxes and are specified in rubles. Payment is accepted in rubles. Shipment cost is not included in the prices specified on the Site, and are discussed additionally when placing the Order and is included in the documents formed during the Order.

6.3. The price of the Goods on the Site may be changed unilaterally by the Seller. The price for the Goods already paid for by the Buyer shall not be subject to change.

6.4. The Goods are subject to payment in cash or by Bank transfer.

6.4.1. Payment for Goods in cash is carried out:

• In LLC “ADEMS” office at the moment of Order execution or of the Goods transfer to the Buyer;
• By transferring funds to the Seller 's courier or to the Seller 's payment agent.

6.4.2. Payment of Goods by Bank transfer is carried out:

• By payment by bank card at the moment of Order execution or of the Goods transfer to the Buyer;
• By transferring non-cash funds on the Seller’s settlement account (subject to the Order number);
• By electronic means of payment;
• By means of mail transfer according to the Seller 's details specified on the Site.

7.1. Shipment of Goods ordered online is carried out in several ways:

• Self-delivery from collection point specified by the Seller – free of charge;
• City courier (in accordance with the rates established by the Seller);
• Transmission company in regions (in accordance with the rates established by this company).

7.2. The possibility of other way of shipment not described in this section is discussed with the Buyer separately.

7.3. Delivery costs, if any, shall be paid by the Buyer. The exception is the Seller 's stock, which requires free shipping.

7.4. In case the Buyer did not receive the Goods due to his fault (for example, he was absent at the agreed time at the place of receipt of the Goods), the Seller shall have the right to demand payment of the Delivery services in full if the method of Delivery provides for payment. The Buyer shall also pay for the re-call of the Seller 's representatives for the Delivery of the Goods.

7.5. When the Goods are delivered to the Buyer, the delivery service shall provide him with all necessary documents (cash and goods check (if the purchase was for cash payment), or the consignment note and invoice (in case of cashless payment), warranty ticket, operating instructions).

7.6. When receiving the Goods, the Buyer shall unpack, inspect the Goods, check the name (article), set, appearance and quality of the Goods, and make sure that the Goods have no external mechanical damage, comply with the declared properties, appearance and set-up, in the presence of goods and cash checks or consignment note and invoice, warranty ticket, operating instructions. Upon receipt of the Goods, the Buyer shall examine the conditions specified in the Goods check (if the purchase was for cash). The Buyer shall promptly notify the Supplier in writing of the detected inconsistencies or defects of the Goods.

7.7. The Buyer shall has no right to refuse to accept of the Goods of proper quality.

Unilateral refuse from execution of delivery contract (full or partial) or its unilateral modification is only permitted in case of significant breach of contract by one of the sides. Breach of contract by the Seller is assumed to be significant in the following cases:

- supply of the Goods of improper quality with defects that cannot be eliminated in a period acceptable for the Buyer;

- repeated violation of delivery date of the Goods;

In other cases the Buyer shall not return the transferred Goods of proper quality and payment for the Goods shall not be returned to the Buyer.

When the Buyer (receiver), in accordance with the law, other legal acts or delivery contract, refuses the Goods transferred by the Seller, the safety of the Goods (responsible storage) have to be provided by the Buyer and the Seller have to be promptly notified.

8.1. The Goods of improper quality may be replaced by the Seller with the similar Goods of proper quality. In this case Delivery costs for the Goods are paid by the Seller. The Buyer shall return the Goods of improper quality to be exchanged and take the new Goods. The Seller reserves the right to accept the Goods of improper quality from the Buyer and, if necessary, to check the quality of the Goods. If as a result of the examination of the Goods it is established that its defects arose due to circumstances for which the Seller is not responsible, the Buyer shall reimburse the Seller for the costs of carrying out the examination, as well as the costs related to its carrying out for storage and transportation of the Goods.

8.2. If any defect is found in the Goods, the Seller shall have the right to request the Buyer to provide documents confirming the purchase of the Goods from the Seller, the presence of external defects of the Goods, including photos of:

• The Goods;
• Claimed defects;
• Wrapping, containers;
• nameplate.

8.3. The Buyer 's inability to use the Goods for their intended use for reasons unrelated to the quality of the delivered Goods (lack of necessary professional sharpening skills of the Buyer, experience, theoretical knowledge, etc.) is not the basis for the Buyer 's return of the Goods to the Seller.

8.4. When receiving the Goods from the Buyer, the courier of the delivery service is obliged to issue a Delivery-Acceptance Act of the Goods in the form of the Seller or courier (transport) company.

8.5. Money shall be returned to the Buyer for the Goods of improper quality after inspection and acceptance of the Goods by the Seller 's Service Center or the Retail Store and if the Seller concludes that the Goods do not meet the quality requirements, as well as the corresponding statement from the Buyer.

8.6. Money shall be returned to the Buyer for the Goods of improper quality not later than 30 calendar days from the date of receipt of the relevant Buyer 's statement in writing or by e-mail.

8.7. The Buyer shall be responsible for the accuracy of the details specified in the statement for the return of funds.

9.1. The Seller shall be responsible for the defects found in the Goods during the warranty period.

9.2. The warranty period is specified in the Contract or in the Warranty Certificate. Гарантийный срок устанавливается в договоре или гарантийном талоне. The terms of warranty and warranty service shall be determined by the Seller.

9.3. The Seller is responsible for the defects of the Goods without warranty period if the Buyer proves this defects appear till the moment of the Goods transfer or for reasons which arose before.

9.4. Claims made by the Buyer after the expiration of warranty terms shall be considered by the Seller in accordance with the procedure established by law.

9.5. Warranty service may be denied if:

• Protection marks (label, seal) of the Seller (manufacturer) are damaged.
• Serial numbers or product markings assigned by the Seller (manufacturer) do not correspond to the information specified in the warranty ticket.
• The Goods were repaired by persons without appropriate permits.
• Defects are caused by the use of the Goods for a purpose that does not correspond to its application specified in technical instruction or in User’s manual.
• Damage to the Goods occurred in violation of terms and conditions of installation and connection, operation, transportation and storage.
• Damage to the Goods occurred due to elements: flood, fire, earthquakes and other cases including domestic factors that are not in the Seller’s dependence.
• The Goods have electrical and/or mechanical damages during visual inspection.
• Damage of the Goods are caused by the ingress of foreign objects, liquids, insects or animals, various outside substances into the Goods.
• Defects or damages are caused by the use of consumables that does not correspond to the operation requirements. As well as the damages occurred in use of spare parts and/or consumables that are not the official one or official replacement of the original.

10.1. All information that contains on the pages of the Site, including images, characteristics of the Goods, text descriptions, design, logotype, trademark – are the property of the Seller. Categorically forbidden to copy, download and any other use of the content of the Online store for commercial purposes without previous written consent of the Seller.

10.2. The User shall not send unauthorized advertising messages (junk mail, spam) to the e-mail addresses specified on the Site.

11.1. The Seller guarantees the confidentiality of the Buyer’s data.

11.2. In case of violation of this Agreement by the Seller the Buyer has a right to suspend the collaboration with the Buyer until the elimination of committed violation by the User and compensation of losses caused to the Seller on all amounts.

11.3. The Seller shall not inform the Buyer about deleting or denying in feedback publication. The Seller has a right not to publish the Buyer 's feedback due to non-compliance with the actual experience of using the Goods or if the information is not useful to other Buyers of the Site.

11.4. The Seller has a right to temporary suspend the operation of the Site due to technical, technological or other reasons - at the time of elimination of such causes with or without prior notice to Buyers.

11.5. In order to quickly inform the Buyers about new Goods receipts, special promotions and sales, the Seller automatically includes in its mailing all e-mail addresses specified by the Buyer at registration on the Site. This applies to addresses that are configured to receive email from Seller. The Buyer shall have the right to refuse the Seller 's mailing by clicking on the appropriate link in the information mailing.

12.1. The Seller shall not have responsibility:

12.1.1. For accuracy of data specified by the Buyer during registration and Order of the Goods, as well as for sale and Delivery of the Goods due to indication by the Buyer of incorrect information about itself.

12.1.2. For the actions of adjoining services used to provide services to the Buyer, but not owned by the Seller: banks, postal services, Internet providers, email services, payment systems, etc.

12.1.3. For any Buyer’s expenses, direct or indirect damage which may be caused to the Buyer as a result of use or inability to use Online-shop services and sustained as a result of errors, omissions, service interruption, deleting of files, function variation, operating delay during data transmission, etc., which occurred not due to the Online-store fault.

12.2. Use of the Site is permitted only by adults. The Buyer shall be liable for any (even without his permission) use by a minor under 18 years of age of the account on the Site, as well as for all acts committed by the minor on the Site.

12.3. For violation of this Agreement terms the Buyer and the Seller take responsibility in accordance with legislation of the Russian Federation.

13.1. In case of arising any dispute or disagreement related with the performance of the Agreement, the Buyer and the Seller shall make every effort to resolve them through negotiations, consideration of complaints, claims or other appeals by the Buyer (the Parties). If disputes are not resolved by negotiation, they are subject to settlement in accordance with the procedure established by the legislation of the Russian Federation. The Parties agreed that all court disputes shall be settled by the court at the Seller 's location: in the Arbitration Court of the Samara Region (in case of a dispute between legal entities and (or) individual entrepreneurs) or in the Autozavodskoy District Court of Tolyatti of the Samara Region (in case of a dispute with the Buyer - an individual).

13.2. For all other matters not provided for in this Agreement, the Buyer and Seller shall be governed by the applicable legislation of the Russian Federation.

14.1. The Buyer and the Seller shall be released from liability for partial or total default under this Agreement if it resulted from events of an extraordinary nature (force majeure) that occurred after the conclusion of the Agreement. Force majeure which any of the parties could not expect or prevent by reasonable measures belong to such incidents as: floods, fires, earthquakes, falling of a meteorite, explosions, storm, epidemics and other natural phenomena and also military operations, acts of terrorism, civil disobedience actions, etc.

15.1. This Agreement come into force from the moment of the Buyer’s registration on the Site or appeal to the Seller for the Goods purchasing.

15.2. The moment of the appeal shall be the moment when the Buyer has actually started taking actions aimed at purchasing the Goods from the Seller