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The Company supplies Products only on the basis of Supply Agreements concluded in accordance with applicable legislation and the Company’s internal regulations and policies.

The terms of the Supply Agreement are subject to agreement between the Company and the Buyer through negotiations on an equal footing in accordance with the economic interests of each Party. When concluding and performing supply agreements, the Company is guided by the principles of legality, good faith, freedom of contract, economic feasibility and mutually beneficial cooperation based on respect for the rights and legitimate interests of counterparties and aimed at achieving the objectives of the Agreement by both parties, as well as by the requirements of the current legislation of the Russian Federation, in particular the Trade Law and the Competition Protection Law.

In negotiations on concluding a Supply Agreement, the Company, as a rule, proposes its standard form of Supply Agreement, which is not a contract of adhesion. The standard form of supply agreement proposed by the Company is not a contract of adhesion and contains the terms, rights and obligations usually applicable to contracts of this type.

The Company may, but is not obliged to, consider the standard form of Supply Agreement proposed by the Buyer and, at its discretion, may, but is not obliged to, decide to conclude a Supply Agreement on the basis of the standard form proposed by the Buyer, including by issuing a protocol of disagreements/supplementary agreement amending the terms of the Buyer’s standard supply agreement.

Any letters, messages, requests and other documents issued by the Company do not constitute acceptance of an offer from a Potential counterparty. A Supply Agreement is deemed concluded by drawing up a single document signed by the authorized representatives of the Parties in accordance with clause 4 of Article 434 of the Civil Code of the Russian Federation.

Commercial proposals may be submitted in free form. To analyze the Buyer’s potential, the number and location of the chain’s retail outlets, the presence of a distribution center (hereinafter, DC) and the format of the retail outlets must be specified. Commercial proposals must be sent to Spb_tradelaw@baltika.com. The Commercial proposal must contain assurances that the Buyer meets the requirements set out in this Information. Copies of the documents listed in Appendix No. 1 to this Information and consent(s) to the processing of personal data must be attached to the Commercial proposal.

Commercial proposals sent by the Company to Potential counterparties are not deemed offers to conclude a Supply Agreement.

The Buyer shall provide the Company with documents confirming ownership, economic management, operational management or lease of stationary retail facilities and warehouse premises, as well as all necessary documents (permits, licenses, certificates, contracts, etc.) entitling the Buyer to purchase, store and supply the Products.

The Buyer shall comply with the legislation on the circulation of Products, including Federal Law No. 171-FZ of November 22, 1995 “On State Regulation of the Production and Circulation of Ethyl Alcohol, Alcoholic and Alcohol-Containing Products and on Limiting the Consumption (Drinking) of Alcoholic Products”.

The Buyer may not create discriminatory conditions or barriers to entering or exiting the commodity market, or take any other actions (omissions) prohibited by the Trade Law and/or the Competition Protection Law; to this end, the Parties sign a Supplementary Agreement to the Supply Agreement “On Compliance of the Parties’ Conduct with Antimonopoly Legislation”.

The Buyer must fully comply with the legislation on personal data protection. The Buyer shall obtain all consents required by law from its employees and/or other representatives who are personal data subjects for the transfer of their personal data to the Company and its subsequent processing by the Company, or ensure other legal grounds provided for by law for such transfer and processing.

Essential terms are the terms on the subject matter of the agreement, terms named in the law or other legal acts as essential or necessary for agreements of this type, and all terms on which agreement must be reached at the request of either party (Article 432 of the Civil Code of the Russian Federation). For a supply agreement, the essential terms are the subject matter (name of the Products), quantity (clause 3 of Article 455, Article 465 of the Civil Code of the Russian Federation) and delivery period (Article 506 of the Civil Code of the Russian Federation).

The list of essential terms of the Supply Agreement set out in this Information is neither final nor exhaustive. When negotiating with the Buyer to conclude a Supply Agreement, the Company may amend or supplement the terms set out in this Information, taking into account the Buyer’s position, the course of negotiations and the application of the above principles of concluding the Supply Agreement, as well as in the event of changes to the legislation of the Russian Federation.

The name and quantity of the Products supplied are agreed by the Parties when agreeing the Order and are indicated in the shipping documents.

An order for the supply of Products must be sent to the Supplier no later than 1:00 p.m. local time for the Buyer, at least two business days before the delivery date. If the order deadline is missed, the Supplier reserves the right to ship the Products within 72 hours of receiving the order. An Order may be declined if the Supplier does not have the Products specified in the order, if an advance payment has not been made, if the Buyer has overdue debt to the Supplier, and in other cases provided for by applicable law or the agreement.

Accompanying documents for the Products are issued by the Supplier in accordance with the requirements of applicable law. If the Buyer has special requirements for primary accounting documents, these must be stated in the Commercial proposal together with sample documents.

As a rule, the Buyer pays for the Products on a 100% prepayment basis at the prices in effect at the time of shipment. The Company may, but is not obliged to, grant deferred payment subject to the restrictions established by part 7 of Article 9 of the Trade Law.

The price of the Products is set in accordance with the Company’s Price List in effect at the time the Products are shipped to the Buyer.

In performing the Supply Agreement, the parties may use both paper and electronic document management (where technically possible), including EDI.

The terms of electronic document interchange (EDI) are set out by the parties in a supplementary agreement to the supply agreement. Before starting the exchange of electronic documents, the Buyer shall provide the Supplier with:

• A copy of the application for participation in EDI (for joining EDI) indicating the name of the EDI Operator, the GUID identifier and the EDI Operator’s software used for EDI;
• A copy of the Electronic Signature Verification Key Certificate issued by a certification center, certified by the Buyer’s sole executive body or an authorized representative of the Buyer, indicating the individual acting on behalf of the Distributor on the basis of the Distributor’s constituent documents or a power of attorney.
• A copy of the power of attorney, certified by the Buyer’s sole executive body, for the person authorized to sign on behalf of the Buyer the electronic documents whose list and formats will be set out in the EDI Agreement (if the Electronic Signature Verification Key Certificate names a person acting on behalf of the Buyer under a power of attorney).

The terms of termination of the supply agreement are determined in accordance with the provisions of the current legislation of the Russian Federation and the supply agreement.

Disputes are subject to consideration by the Arbitration Court of Saint Petersburg and the Leningrad Region.

The supply agreement or supplementary agreements to it must contain the provisions “Business Ethics and Anti-Corruption”, “On Compliance of the Parties’ Conduct with Antimonopoly Legislation” and “Due Diligence and Engagement of Third Parties”.

The Buyer must have technical means for recording and transmitting information to the Unified State Automated Information System for recording the volume of production and circulation of ethyl alcohol, alcoholic and alcohol-containing products (EGAIS). The purchase, storage and sale of the Supplier’s products by the Buyer must be carried out with mandatory registration in EGAIS in accordance with the procedure established by law. For this purpose, the Buyer’s division handling the Supplier’s products must be equipped, in accordance with applicable law, with hardware and software and communication channels, and must obtain a crypto key and FSRAR_ID at the place of registration of its tax registration code (KPP).

The accounting or warehouse software must support data exchange with EGAIS via the Universal Transport Module (UTM).

The Buyer shall keep the Buyer’s data entered in EGAIS up to date.