PUBLIC OFFER AGREEMENT

for the manufacture/sale of bags, with or
without printing of photographs/images
on them

This Agreement, is entered into by Individual Entrepreneur Roman Mykolaiovych Vashchenko, registered in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Formations in the manner prescribed by applicable law and being a single tax payer of the 3rd group without VAT (hereinafter – the Contractor), on the one hand, and any person who has accepted this offer (hereinafter – the Customer), on the other hand, hereinafter jointly referred to as the Parties and each individually as a Party, have concluded this Agreement (hereinafter – the Agreement), addressed to an unlimited number of persons, which constitutes the official public offer of the Contractor to conclude with any Customer an Agreement on the manufacture/sale of bags (a container made of any material, shaped as a sack or a case with handles and serving to carry something), with or without printing of photographs/images. By ordering and paying for the Contractor's Goods, Customers accept the terms of this Agreement as set out below.

1. GENERAL PROVISIONS

1.1. This Agreement is concluded by the Customer giving full and unconditional consent (acceptance) to conclude the Agreement in full, without the Parties signing a written copy of the Agreement.

1.2. The Agreement has legal force in accordance with Articles 633, 641, 642 of the Civil Code of Ukraine and is equivalent to an Agreement signed by the Parties.

1.3. By accepting, the Customer confirms that they have read and agree to all the terms of this Agreement in full.

1.4. Any of the following actions is deemed acceptance of this public offer agreement:

• registration of the Customer on the Contractor's Website and placement of an Order for Goods on the Contractor's website https://lavastafactory.com;

• payment on the terms and in the manner defined by this Agreement and on the relevant pages of the Contractor's Website https://lavastafactory.com;

• written notice (including in electronic form by email) from the Customer accepting the terms of this Agreement, sent to the email address stated on the website https://lavastafactory.com.

1.5. By concluding this Agreement, the Customer automatically agrees to the full and unconditional acceptance of the provisions of this Agreement, the prices for the Products and all annexes, which are integral parts of the Agreement.

1.6. If the Customer does not agree with the terms of the Agreement, they are not entitled to conclude this Agreement, nor to purchase Goods under it.

2. TERMS AND DEFINITIONS

“Public offer agreement” - a public agreement, a sample of which is published on the Website https://lavastafactory.com.

“Acceptance” - the Customer giving full and unconditional consent to conclude this Agreement in full, without the Parties signing a written copy of the Agreement.

“Products or Goods” – bags (a container made of any material, shaped as a sack or a case with handles and serving to carry something), with or without printing of photographs/images.

“Customer” - any legally capable natural person, legal entity or individual entrepreneur who has visited the Website https://lavastafactory.com and accepted this Agreement.

“Contractor” - a business entity, a legal entity that manufactures bags with or without printing of photographs/images, whose details are set out in section 12 of this Agreement.

“Order” - a duly completed request by the Customer for the manufacture of a Product, addressed to the Contractor.

“Technical specification” - detailed information agreed by the Customer, on the basis of which the Product design is developed. It describes, as precisely and in as much detail as possible, the requirements for the components and characteristics of the future Product.

“Mock-up” - a preliminary visual and digital representation (photo, video materials) of the Product.

3. SUBJECT OF THE AGREEMENT

3.1. The Contractor undertakes, on the terms and in the manner defined by this Agreement, to manufacture for the Customer bags (a container made of any material, shaped as a sack or a case with handles and serving to carry anything), with or without printing of photographs/images on them (hereinafter – the “Products” or “Goods”), and the Customer undertakes, on the terms and in the manner defined by this Agreement, to accept and pay for the ordered Products.

3.2. The Customer and the Contractor confirm that this Agreement is not a fictitious or sham transaction, nor a transaction concluded under duress or deception.

3.3. The Contractor confirms that it holds all permits and capacities to manufacture bags (a container made of any material, shaped as a sack or a case with handles and serving to carry something), with or without printing of photographs/images, in accordance with the requirements of the applicable legislation of Ukraine.

4. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

4.1. The Contractor is obliged to:

• comply with the terms of this Agreement;

• manufacture Products of proper quality for the Customer;

• objectively inform the Customer about the quality (composition) of the Goods.

4.2. The Contractor has the right to:

• unilaterally refuse to manufacture a Product under this Agreement in the event that the Customer breaches the terms of this Agreement;

• other rights in accordance with the applicable legislation of Ukraine and this Agreement.

5. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

5.1. The Customer is obliged to:

• pay for and receive the Order in good time on the terms of this Agreement;

• review the information about the Product published on the Contractor's website;

• submit the order/technical specification for the Product in accordance with the technical requirements set out in Annex 1 to this Agreement;

5.2. The Customer has the right to:

• place an Order for a Product listed on the relevant page of the Website https://lavastafactory.com;

• publish photo and video materials (mock-ups) of the Products on social media and in the mass media as their own portfolio;

• require the Contractor to manufacture the Products in accordance with the terms of this Agreement;

• other rights in accordance with the applicable legislation of Ukraine and this Agreement.

6. PROCEDURE FOR PLACING AND RECEIVING AN ORDER

6.1. The Customer places the Order independently on the relevant page of the Website by adding the Goods to the virtual basket using the corresponding "basket" button, or through the payment system by clicking the "Buy" button, or by placing an order by email or by calling the phone number stated in the contacts section of the Website https://lavastafactory.com.

6.2. If the order is large, or at the request of either party, the Parties may agree a Technical specification for the manufacture of the Products, including the Product Mock-up. The Technical specification and the Mock-up are agreed by the Customer by any available means and are in any case deemed agreed if the Customer has given their approval by email, has paid for the Order (including in part), or has received the Order. The Technical specification and the Mock-up are an integral part of this Agreement.

6.3. Where printing of a photograph/image on the Product is ordered, the Customer approves the visual appearance of the Goods using the corresponding "select" button. The Contractor independently chooses the application method and the type of ink for the image.

6.4. The Contractor's lead time for an Order is up to three (3) business days from the moment it is placed. If the Order is submitted on a weekend or public holiday, the Order processing period starts on the first business day. The Contractor may unilaterally extend the production time of the order, but by no more than 14 calendar days.

6.5. Information on the procedure for ordering, payment and receipt of the Products is set out on the relevant page of the Website https://lavastafactory.com and forms annexes (integral parts) of this Agreement. Any questions arising in the course of ordering, paying for and receiving the Products may be clarified by the Customer with the Contractor using the contact details stated in section 12 of this Agreement, “Contractor's details”, or on the “Contacts” page of the Website https://lavastafactory.com.

6.6. The fact that the Customer has received their Order is confirmed by the accompanying documents (waybills) of the postal (courier) service.

6.7. The Order/Technical specification is deemed duly completed if it has been accepted for production by the Contractor and 100% advance payment for the Goods has been received from the Customer.

7. PRICE OF THE AGREEMENT AND PAYMENT PROCEDURE

7.1. The price of the Products is set by the Contractor and stated on the relevant page of the Website https://lavastafactory.com. The price of the Agreement (the value of the Order) is determined by adding up the prices of all the products selected by the Customer.

7.2. The Customer pays for the Products under this Agreement in the national currency of Ukraine – the hryvnia.

7.3. Payment procedure for the Goods: 100% advance payment, unless otherwise stated on the relevant page of the Website https://lavastafactory.com. Delivery is not included in the price of the Goods.

7.4. Payment for the Products is made by:

7.4.1. transferring funds to the Contractor's current account (if the Customer is a natural person or a legal entity);

7.4.2. using the payment methods listed on the Contractor's Website (if the Customer is a natural person);

7.4.3. any other means.

7.5. The moment of payment for the Product is deemed to be the time the funds are credited to the Contractor's current account.

8. QUALITY OF THE PRODUCTS AND RETURN OF GOODS

8.1. The quality of a Product manufactured under this Agreement must comply with the state norms and standards for this category of goods, which ensures that the Product can be used for its functional purpose.

8.2. The Contractor manufactures the Products in accordance with the Customer's request/technical specification and with its own technical requirements set out in Annex 1 to this Agreement.

8.3. Where the Customer has claims regarding the quality of the Products that can be detected only by visual inspection, such claims must be raised at the time the Product is accepted from the delivery service (postal courier). Otherwise, quality claims are not accepted by the Contractor.

8.4. Once the order for a Product has been agreed in accordance with Section 6 of this Agreement, the Contractor does not accept claims from the Customer on this matter.

8.5. If a defect is discovered when the Customer accepts the Product, the Customer shall immediately notify the Contractor in writing, attaching photo or video evidence. In such a case the Contractor shall manufacture a new Product for the Customer under the same order and send it to the Customer in place of the defective one.

8.6. The cost of delivering the Goods when returning them or re-sending them is borne by the Customer, unless it is caused by a defect in the Product or another breach on the part of the Contractor.

9. LIABILITY OF THE PARTIES AND DISPUTE RESOLUTION

9.1. For failure to perform or improper performance of their obligations under this Agreement, the parties bear liability in accordance with the applicable legislation of Ukraine.

9.2. All disputes arising out of or in connection with this Agreement shall be resolved through negotiations between the Parties.

9.3. If a dispute cannot be resolved through negotiations, it shall be resolved in court in accordance with the legislation in force in Ukraine.

9.4. The Contractor bears no liability for failure to perform or improper performance of the obligations it has assumed towards the Customer where any circumstances arise through no fault of the Contractor (namely, circumstances arising through the fault or negligence of the Customer, and/or circumstances arising through the fault or negligence of any third party (parties), and/or the occurrence of force majeure circumstances).

9.5. For a breach by the Customer of the payment deadlines under the Agreement, the Customer shall pay the Contractor a penalty equal to double the discount rate of the National Bank of Ukraine in force during the period for which the penalty is paid, calculated on the overdue amount for each day of delay. Payment of the penalty does not release the Customer from performing its obligations under the Agreement.

9.6. The Contractor bears full responsibility for the accuracy and correctness of the details it has stated in this Agreement and undertakes, should they change, to notify the Customer by amending the Agreement in the manner defined by the Agreement; failing such notification, it bears the risk of the adverse consequences associated with this.

9.7. If the Customer provides inaccurate data and/or inaccurate documents when concluding the Agreement, the Contractor bears no liability for the consequences associated with this.

10. FORCE MAJEURE

10.1. The Parties to the Agreement are released from liability for failure to perform or improper performance of obligations in the event of extraordinary and unavoidable circumstances defined by the Regulation on the certification of force majeure circumstances (circumstances of insuperable force) by the Ukrainian Chamber of Commerce and Industry and regional chambers of commerce and industry, approved by Resolution of the Presidium of the Ukrainian CCI of 18 December 2014 No. 44(5), as well as in the event of a cyberattack, emergency disconnection from the global Internet network or from the electricity supply network, and other circumstances that objectively affect the performance of the obligations provided for by the Agreement and of duties under legislative and other regulatory acts, the effect of which could not have been foreseen and which made their performance impossible for a certain period of time, hereinafter referred to in the Agreement as circumstances of insuperable force (force majeure).

10.2. A Party that is unable to perform its obligations under the Agreement due to circumstances of insuperable force must notify the other Party in writing of their occurrence/cessation; the Contractor may give such notice by publishing the relevant information on the Website, publishing the information in the print media, placing the relevant information on notice boards located at the Contractor's postal facilities, or by sending a corresponding letter by email to the Customer's email address stated in the Application for Accession; subsequently, at the request of the Customer under the Agreement, a document may also be provided from the competent authority whose remit includes establishing the fact that the relevant circumstances exist

10.3. Force majeure circumstances in this Agreement mean any circumstances that arise beyond or contrary to the will or wishes of the Parties and that cannot be foreseen or avoided, including: military action, civil unrest, epidemics, blockade, earthquakes, floods, fires, as well as decisions or orders of the state authorities and administrative bodies of the state of which the Customer is a resident, or of the state of which the Contractor is a resident, as a result of which additional obligations are imposed on the Parties (or one of the Parties) or additional restrictions are established, and which make further full or partial performance of the Agreement impossible, as well as other actions or events existing beyond the will of the Parties.

10.4. If force majeure circumstances continue for more than three (3) consecutive months, each Party shall have the right to refuse further performance of its obligations under this Agreement and, in that case, neither Party shall have the right to compensation from the other Party for possible losses.

11. OTHER TERMS OF THE AGREEMENT

11.1. Each Party guarantees to the other Party that it has the necessary legal capacity, as well as all the rights and powers necessary and sufficient to conclude and perform this Agreement in accordance with its terms.

11.2. Unilateral amendment of the terms of the concluded Agreement by the Customer, or refusal by the Customer to comply with the terms of the concluded Agreement, is not permitted, except in the cases provided for by this Agreement. Neither Party to this Agreement has the right to transfer its rights and obligations to third parties without the consent of the other Party.

11.3. The Contractor confirms that it is a single tax payer (group 3 without VAT) at the rate provided for by the Tax Code of Ukraine.

11.4. The information provided by the Customer is confidential. Information about the Customer is used solely for the purpose of fulfilling their Order.

11.5. By accepting the Agreement, the Customer voluntarily consents to the collection and processing of their personal data for the following purpose: the data that becomes known will be used for commercial purposes, including receiving information about the order and processing information about it, sending by telecommunication means (email, mobile communication) advertising and special offers, information about promotions or any other information about the activities of the Website https://lavastafactory.com. Should the Customer not wish to receive information about the activities of the Website https://lavastafactory.com, the Customer has the right to contact the Contractor by writing an application to opt out of receiving advertising materials and sending it to the Contractor's postal or email address.

11.6. The Parties undertake to comply with the requirements of the Law of Ukraine “On Personal Data Protection” (as amended) when transferring and processing personal data. 8.10. Personal data is transferred to third parties only in the cases provided for by the legislation of Ukraine. The transfer of personal data to third parties in cases not provided for by law is carried out only with the consent of the Parties. By signing the Agreement, the representatives of the Parties confirm that they p

11.7. The Contractor bears no liability for the content and truthfulness of the information provided by the Customer when placing the Order. The Customer is responsible for the accuracy of the information stated when placing the Order.

11.8. The Parties undertake to keep confidential the information obtained as a result of the performance of this Agreement, except where this is authorised in writing by the other Party or required by state authorities in accordance with applicable law. The Party at fault bears liability for disclosure of confidential information in accordance with applicable law.

11.9. The Agreement is public and open-ended and remains in force until terminated by either Party in the manner established by this Agreement or by applicable law, but in any case until it has been fully performed by the Parties. The Parties have agreed that the term of this Agreement may not be less than 3 (three) calendar months. This Agreement is deemed agreed by the Customer and concluded at the location of the Contractor as of the date of acceptance.

11.10. The Contractor independently determines the terms of this Agreement in accordance with and in fulfilment of the requirements of the applicable legislation of Ukraine. The Contractor has the right to independently amend and/or supplement the terms of this public Agreement and the annexes to it. The Contractor warrants and confirms that the current version of the text of this Agreement published on the Contractor's Website is the valid one.

11.11. Upon conclusion of the Agreement, all prior negotiations, correspondence, letters of intent and any other oral and written arrangements of the Parties on matters relating in any way to the Agreement cease to have legal force.

11.12. The Parties certify that they understand the terms of the Agreement and its legal consequences in the same way, confirm that the Agreement is concluded on the basis of free will and that their intentions on its conclusion are genuine, and also that the Agreement contains no features of a fictitious or sham transaction, that it is not concluded under the influence of a mistake as to its nature or the rights and obligations of the Parties, nor under the influence of deception or a concurrence of difficult circumstances.

11.13. Neither Party may transfer its rights and obligations under the Agreement to a third party without the written consent of the other Party, except in the cases provided for by the Agreement.

11.14. By acceding to the Agreement, the Customer thereby expresses their consent that amendments made by the Contractor to the Agreement, including to the Regulating documents, the Contractor's Tariffs and the Offer, do not constitute a unilateral amendment of them, do not infringe the rights and legitimate interests of the Customer, and do not result in a material imbalance of contractual rights and obligations to the detriment of the Customer.

12. CONTRACTOR'S DETAILS

Individual Entrepreneur Roman Mykolaiovych Vashchenko

TIN (EDRPOU) 3232301557

Account UA253220010000026000300056920, JSC "UNIVERSAL BANK"

Tax address: Ukraine, 15000, Chernihiv region, Ripky settlement, 9 Zavodska St., apt. 1

Single tax payer of the 3rd group without VAT

Annex 1

to the Public Offer Agreement

for the manufacture/sale of bags,

with or without printing of photographs/images on them

TECHNICAL REQUIREMENTS FOR THE PRODUCTS

1. Print size for photographs/images: - 370x330 mm screen printing; - 400x550 mm – full-colour printing.

2. Vector files: the ai, Cdr, svg and eps formats are suitable. Specify the desired artwork size for printing. Always make sure that all fonts are converted to curves. There must be no raster images inside the files. The technically acceptable smallest element (width, height, length) cannot be less than 2 mm. The png, jpg, gif and tiff formats are not recommended, as they cannot be edited and are not always suitable for high-quality printing.

3. Images and photos for the printer: artwork requirements: png, jpg or tiff format at 300 dpi.