02/01/2024
MANNA SMART CORNER SALES AGREEMENT IN THE FORM OF AN OPEN OFFER
1. Subject of the Agreement
1.1. This Sales Agreement (hereinafter referred to as the "Agreement") is concluded between Manna Smart Retail, a Delaware INC with its principal place of business at 1007 N Orange St. 4th Floor Ste 1382 Wilmington DE 19801 (hereinafter referred to as the "Vendor") and the Buyer (hereinafter referred to as the "Buyer") to establish the terms and conditions for the purchase of MANNA CORNER and other equipment.
2. Sale of Equipment
2.1. The Vendor agrees to sell and the Buyer agrees to purchase MANNA CORNER for the sale of freshly roasted coffee and other beverages and/or food products. The equipment includes furniture, a touchscreen control module, a payment terminal, a scanner, a camera, a coffee machine, and a refrigerated or heated cabinet (hereinafter referred to as the "Equipment"). The quantity, as well as the complete set, is indicated in the invoice that the Vendor sends to the Buyer.
3. Purchase Price
3.1. The selling price of the equipment is indicated in the invoice that the Vendor sends to the Buyer. The Buyer must make a 100% prepayment within 3 days from the date of the invoice.
4. Delivery
4.1. The Vendor undertakes to ship the Equipment from the production site within 45 working days after receipt of full payment. The organization, cost, and coordination of delivery, including providing a valid delivery address, shall be the sole responsibility of the Buyer, unless otherwise agreed by the parties in a separate agreement.
4.2. In the event that the Vendor fails to deliver the Manna Corner or any related products within the agreed delivery timeframe, a penalty shall be applied. The penalty for late delivery will be calculated at a rate of 0.1% of the total order value for each day of delay, starting from the day after the agreed delivery date until the products are delivered, with a maximum cumulative penalty of 10% of the total order value.
4.3. The Equipment shall be deemed automatically ready for shipment 45 working days after the Vendor receives full payment from the Buyer, regardless of whether the Vendor sends a separate notification to the Buyer. This date shall serve as the official point of readiness for all further obligations related to delivery.
4.4. If the Buyer fails to provide a valid delivery address or arrange for pickup of the Equipment within 7 calendar days after the Equipment is considered ready in accordance with Section 12.1, the Vendor shall begin charging a storage fee of $10 per day for each unit of Equipment.
4.5. If the total amount of storage fees exceeds the original purchase price of the Equipment, the Vendor shall have the right to recover the outstanding balance by disposing of or reselling the Equipment at its sole discretion, without further notice and without any obligation to refund the Buyer.
5. Warranty
5.1. The Vendor guarantees that the Equipment is in good working condition and free from defects. The Vendor agrees to provide free warranty service or replacement of any part of the Equipment that has factory defects and was not damaged due to improper operation, provided that the Buyer informs the Vendor within 12 months after delivery.
6. Disclaimer of Other Warranties
6.1. Except as set forth in section 5 above, the vendor disclaims all warranties, express or implied, including without limitation any implied warranty of merchantability or fitness for a particular purpose.
7. Limitation of Liability
7.1. The vendor shall not be liable to the buyer or any third party for any special, indirect, incidental, or consequential damages arising out of or in connection with this agreement, whether based on contract, tort, strict liability, or any other theory of liability.
8. Governing Law
8.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
9. Entire Agreement
9.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
10. Other Conditions
10.1. The edition of this Offer comes into force from the moment it is posted on the website https://www.manna.coffee and remains in effect until the Offer is revoked by the Vendor. The Vendor reserves the right to make changes to the terms of this Offer and/or revoke this Offer at any time at its discretion.
10.2. When the Vendor makes changes to this Offer, such changes come into force from the moment the modified text of the Offer is posted on the website https://www.manna.coffee, unless another effective date is additionally specified there.
10.3. The Buyer agrees and acknowledges that making changes to this Offer entails making these changes to the Agreement concluded and effective between the Vendor and the Buyer, and these changes to the Agreement come into force simultaneously with such changes to the Offer.
10.4. The parties agree and confirm that the Buyer is not entitled to demand changes or termination of this Agreement.
11. Acceptance and Entry into Force of the Agreement
11.1. This Agreement is considered accepted and comes into force for the Buyer from the moment of payment of the invoice, which clearly indicates the Buyer's consent to the terms of this Agreement in accordance with the conditions set forth above. Signatures to this Agreement are not required for its entry into force, as the acceptance of the Offer is confirmed by the actual actions of the Buyer specified in this section.
11.2. Exceptions for Accepted Orders: Any changes made to the terms of the offer, as outlined in section 10, do not apply to orders that have already been accepted by the Buyer and are pending fulfillment by the Vendor. Such orders shall be completed in accordance with the terms in effect at the time of acceptance, or a full refund shall be issued within 7 days if it is not possible to fulfill the order under the previous terms.
Bank Details:
Beneficiary Name: Manna Smart Retail Inc.
Account Number: 754432154
Type of Account: Checking
Beneficiary Address: 1007 N Orange St. 4th Floor Ste 1382, Wilmington, DE, 19801
Zelle: hello@manna.coffee
