Public offer agreement

The following terms are used in this public offer agreement (the "Agreement"):

• Supplier / Service Provider — Sole Proprietor Evgeny Viktorovich Vigovsky (TIN (ИНН) 380409102716, OGRNIP 324210000043335), acting in its own name and at the expense of the Client.
• Client — a natural person (including self-employed), sole proprietor or legal entity that has accepted this offer.
• Services — complex of actions by the Supplier to source, negotiate, purchase, inspect, consolidate and ship goods from PRC manufacturers to the Client.
• Goods — products purchased by the Supplier from manufacturers, B2B marketplaces (including 1688, Alibaba, Taobao) or other PRC suppliers on Client's order.
• Batch — volume of Goods purchased under one Order. Minimum batch size — CNY 150,000 at purchase prices, unless otherwise agreed.
• Order — Client's request placed in the personal cabinet at chifat.ru, by email or otherwise, specifying goods, volume, budget and delivery address.
• Inspection — quality check performed by the Supplier (or authorised staff) in Shanghai, Yiwu or Guangzhou before shipment.
• Supplier's commission — Supplier's remuneration calculated per Section 5.

2.1. The Supplier undertakes to provide sourcing services in the People's Republic of China for the agreed Goods upon the Client's Order and at the Client's expense, and the Client undertakes to accept the Services and pay for the Goods and the Supplier's commission.

2.2. Default scope of Services includes:

• sourcing suppliers on 1688, Alibaba, Taobao and with manufacturers;
• negotiation, quotations, agreeing on price, production lead time and payment terms;
• factory visit (if justified by batch volume) with photo/video report;
• order placement with the chosen manufacturer from the Supplier's name;
• inbound receipt at the Yiwu / Shanghai / Guangzhou warehouse, Inspection, defect report;
• consolidation of heterogeneous batches into a single shipment (optional);
• preparation of invoices, packing lists, certificates (CE, CCC — if available);
• international logistics: road, rail, air or sea transport to the Client's warehouse or RF customs terminal.

2.3. Additional services (RF customs clearance, certification, lab tests, repackaging, marketplace photography) are provided upon separate agreement at additional fees.

2.4. The Supplier is neither a manufacturer nor reseller. Legally the Supplier acts as an agent under a mixed services + mandate contract (Arts. 779, 971 of the RF Civil Code). Manufacturer's liability for Goods quality remains with the manufacturer; the Supplier bears responsibility for due diligence in supplier selection and for the Inspection.

3.1. This Agreement is a public offer within the meaning of Art. 437(2) of the RF Civil Code, addressed to an unlimited number of persons.

3.2. Full and unconditional acceptance is the combination of the following Client actions:

1. registration at chifat.ru with consent to the Agreement (checkbox); or
2. sending an Order to the Supplier with express consent to the Agreement's terms; and
3. making the first payment (advance or batch payment) to the Supplier's bank account per invoice.

3.3. The Agreement is deemed concluded on the date funds are credited to the Supplier's account (Art. 433 of the RF Civil Code).

3.4. The Supplier reserves the right to refuse the Agreement or individual Orders if: (a) the Client fails KYC; (b) the Order is below the minimum Batch size; (c) Goods are restricted (weapons, narcotics, counterfeits, etc.); (d) the Client appears on RF / EAEU / UN sanctions lists; (e) there are other reasonable grounds to suspect unlawful nature of the transaction.

4.1. Supplier's obligations

• provide Services with due skill and care (Art. 721 of the RF Civil Code);
• keep the Client informed about Order progress (purchase prices, lead times, Inspection results) at agreed intervals, but no less than weekly;
• conduct Inspection before shipment with photo/video evidence and defect report;
• report on expenses with supporting documents (invoices, payment orders) upon request and upon Batch completion;
• store Goods safely at the consolidation warehouse until shipment;
• process the Client's personal data in accordance with the Privacy Policy and RF Federal Law 152-FZ of 27 July 2006.

4.2. Supplier's rights

• engage third parties (carriers, inspectors, brokers) while remaining responsible for the result;
• suspend Order execution pending missing payments from the Client;
• withdraw from the Order with return of unspent funds upon material change of circumstances (Art. 451 of the RF Civil Code);
• retain possession of Goods until full payment (Art. 359 of the RF Civil Code — retention right).

4.3. Client's obligations

• provide complete and accurate Goods specification, budget, lead time and delivery address;
• make payments per invoice within 3 business days of receipt, unless otherwise agreed;
• review Supplier's reports and provide feedback (including acceptance after Inspection) within 3 business days;
• accept Goods upon arrival and sign an acceptance act, or implicitly accept by absence of written objections within 10 business days;
• provide KYC documents per RF Federal Law 115-FZ of 7 August 2001 (anti-money-laundering).

4.4. Client's rights

• receive prompt information about Order progress;
• request additional inspection or independent lab analysis at Client's expense;
• withdraw from the Batch before payment to the manufacturer — with compensation of Supplier's actual expenses (Art. 782 of the RF Civil Code);
• in case of material quality deviations — demand return of funds, replacement of the Batch or proportionate price reduction.

5.1. The total amount per Order consists of:

• Goods purchase price — amount actually paid by the Supplier to the manufacturer (evidenced by invoices and payment orders);
• Supplier's commission — 5–12% of the Batch purchase price, individually agreed in the Order;
• Logistics and related costs — intra-China and international transport, packaging, banking fees, FX spread (actual costs with documents).

5.2. Payments from Client are made in Russian rubles to the Supplier's bank account. Payments in other currencies only upon separate agreement and subject to RF currency control rules.

5.3. RUB/CNY conversion uses CBR official rate on the payment date plus a 0.5–1.5% spread, specified in the Order.

5.4. Typical payment schedule:

1. Advance 30–50% — before placing the order with the manufacturer;
2. Interim payments — as costs arise (manufacturer, logistics);
3. Final settlement — before shipment to the Client, after Inspection.

5.5. For sole proprietor and corporate clients, upon Batch completion the Parties sign an acceptance act and invoice (VAT-free under simplified taxation, Art. 346.11(2) of the RF Tax Code).

5.6. If the Client withdraws after manufacturer engagement, the Client compensates: (a) amounts actually paid to the manufacturer (non-refundable per the manufacturer's terms); (b) Supplier's commission pro rata to Services rendered.

6.1. Lead times are agreed in the Order and consist of:

• manufacturer production (typically 15–60 calendar days);
• intra-China logistics (3–10 days to consolidation warehouse);
• international logistics to RF delivery point (road 12–25, rail 18–35, sea 35–60, air 5–10 days).

6.2. Lead times are planned and not guaranteed. The Supplier shall not be liable for delays by manufacturer, PRC holidays, RF customs, or carriers.

6.3. The Supplier shall notify the Client of delays within 3 business days with reasons and a new planned date.

7.1. The Parties are liable under RF law.

7.2. Supplier's liability is limited to the Supplier's commission actually received for the given Order (Art. 401 of the RF Civil Code). The Supplier shall not be liable for the Client's lost profit, lost marketplace revenue, fines or bans imposed by WB/Ozon/etc. due to delivery delays.

7.3. The Supplier is not liable for:

• hidden defects not detectable during standard Inspection;
• compliance with Russian certification requirements (EAC, GOST);
• delays and loss caused by carriers or customs;
• FX movements after the payment date.

7.4. Client's liability. Late payment beyond 3 business days — penalty 0.1% per day, capped at 10% of the Order amount. Failure to respond to Supplier's reports for over 14 calendar days — Order is suspended; storage costs borne by Client.

7.5. For material quality issues detected at Inspection, the Supplier in consultation with the Client will either (a) request replacement / rectification from the manufacturer, (b) refund the Client for defective items, or (c) arrange alternative sourcing. Damages caused solely by the manufacturer are not attributed to the Supplier.

8.1. The Parties are released from liability for force majeure events (Art. 401(3) of the RF Civil Code) occurring after the Agreement is concluded.

8.2. Force majeure includes: warfare, embargoes, RF/EAEU/UN/US/EU sanctions; restrictions on cross-border settlements; bank and payment system outages (including SWIFT, UnionPay, AliPay); mass quarantine (PRC/RF lockdowns); natural disasters; port and warehouse fires; acts of state authorities; export restrictions.

8.3. The affected Party shall notify the other Party in writing (email included) within 5 calendar days.

8.4. If force majeure persists for more than 60 calendar days, either Party may terminate the Order with return of unspent funds and reimbursement of actual expenses.

9.1. The Parties shall keep confidential information received during the Agreement: specifications, supplier prices, manufacturer contacts, commercial terms, personal data, financial figures.

9.2. The Supplier does not disclose direct manufacturer contacts to the Client until Batch completion and final settlement — for the protection of the Supplier's commercial interest.

9.3. Confidentiality survives 3 years after termination.

9.4. Disclosure is allowed (a) with written consent of the other Party; (b) upon request of RF competent authorities.

10.1. Acceptance of this offer constitutes Client's consent to processing of personal data of the Client and of Client's contact persons as set out in the Privacy Policy.

10.2. Processing is carried out under RF Federal Law 152-FZ of 27 July 2006. The Client confirms having reviewed the Privacy Policy and the Personal data recipients registry.

10.3. The Client may withdraw consent any time by writing to [email protected] or via /privacy/data-request.

11.1. The Agreement is governed by the substantive law of the Russian Federation. The 1980 Vienna Convention on Contracts for the International Sale of Goods is excluded by the Parties' agreement.

11.2. All disputes are to be resolved through negotiation. Mandatory claim period — 30 calendar days.

11.3. If negotiation fails:

• Natural person client: courts of general jurisdiction under RF Civil Procedure Code (claimant's choice);
• Sole proprietor or legal entity client: Commercial Court of Moscow (exclusive jurisdiction by Parties' agreement, Art. 37 of the RF Arbitrazh Procedure Code).

11.4. Commercial disputes may be referred to an ad hoc arbitral tribunal upon separate agreement.

12.1. The Agreement enters into force upon acceptance and remains in force until full performance under all Orders. Confidentiality, personal data and dispute resolution clauses survive termination.

12.2. The Supplier may unilaterally amend the Agreement. The current version is published at chifat.ru/privacy/oferta with an effective date. Amendments apply to Orders placed after the new version's effective date.

12.3. Invalidity of any part does not invalidate the remaining provisions (severability).

12.4. Notices are sent by email to addresses listed in the personal cabinet / requisites. A notice is deemed received at the moment of sending absent a bounce-back.

12.5. The Agreement is drawn up in Russian. English and Chinese translations are informational; in case of discrepancies the Russian text prevails.

12.6. Current version: 1.1, effective 2026-09-24. Previous versions: 1.0 (2026-04-23).