CHIKIRIKI SELLER

СHIKIRIKI CLUB OÜ
VAT No. DE317562643
Reg. No. 14275278
47 Peterburi tee, Tallinn, Estonia, 11415
Beneficiary’s Bank: LPB Bank AS
SWIFT code: LAPBLV2X
IBAN: LV64LAPB0000136050850

Master Purchase Agreement

The parties agree that this agreement is entered into for the purpose of acquiring goods in the
commercial arena.

Preamble
CHIKIRIKI operates an online shopping community (chikiriki.ru) where registered members can
purchase brand products offered for a limited time. During these relatively brief sales promotions,
the Seller has the opportunity to clear out inventory, gain new potential customers and promote its
brand.

Sec. 1. Object of agreement

1.1. The object of this agreement is the supply of goods (hereinafter «Object of Purchase» or
«Merchandise») of the Seller's brands, with the parties agreeing on and specifying details for
the goods to be supplied in the appropriate individual order for the sales promotion. Defective
goods and seconds may not be offered for sale. No fewer than 14 days prior to the
commencement of the sales promotion, the parties must reach a final agreement on the
brands (collections) to be offered, product styles, numbers, sizes (if applicable) and prices.
The Seller is entitled to change the numbers of articles offered up until three business days
prior to the commencement of the sales promotion. Thereafter, the numbers offered are
binding in nature. The parties are in agreement that CHIKIRIKI is not obligated to purchase any
articles left over after the sales promotion

1.2. In the event that the Seller makes a significant change to the number of articles offered,
CHIKIRIKI may rescind the agreement if, given the new numbers, it no longer makes any
economic sense to conduct the sales promotion.

1.3. The Seller represents and warrants that the Object of Purchase is available in the quantities on
which the parties have bindingly agreed. The Seller undertakes (i) to stock and (ii) not to sell to
third parties the quantities agreed according to Sec. 1.1 until the end of the last business day
following the conclusion of the sales promotion. On the first business day following the
conclusion of the sales promotion, CHIKIRIKI will communicate to the Seller the actual quantity
of articles (and sizes, if applicable) sold. There is no tolerance for underdeliveries or
overdeliveries.

Sec. 2. Sales promotion period

2.1. The Seller is aware that CHIKIRIKI will offer the Object of Purchase for sale on its private
shopping platform for a period of one calendar week with the exact dates to be determined in
the Campaign Summary email (see sample in Appendix A). In special cases, the parties may
agree on a shorter or longer campaign period. In order to achieve the customers maximum
attention, CHIKIRIKI is entitled to choose any specific day and time during this period to notify
its registered members of the commencement of the sales promotion by email and start
promote the brand on its website (chikiriki.ru)

2.2. The Seller must provide descriptions and image files for the goods to be sold at least 7 days
prior to the commencement of the sales promotion, and CHIKIRIKI must have use of such
descriptions and image files to organize and advertise the sales promotion. A complete list of
the necessary product details is given in Appendix B.

Sec. 3. Delivery

3.1. The Seller undertakes to deliver the quantities ordered according to Sec.1.3 to the delivery
address provided by CHIKIRIKI a single (1) shipment (if so requested) and at its own expense
by the date specified in the Campaign Summary (Appendix A). CHIKIRIKI will send such a
summary to the Seller by e-mail before the sales promotion begins, and the Seller must
confirm the agreement in the reply message. The sales promotion will not take place without
such confirmation from the Seller.

3.2. Unless otherwise agreed in the Campaign Summary, the delivery period must not exceed five
(5) business days. The parties agreed that the beginning of the delivery period will be the first
business day following the end of the sales promotion.

3.3. Unless otherwise specified in the Campaign Summary, the delivery address is Heusingerstraße
12-16, 12107 Berlin, Germany

3.4. Each unit of Merchandise supplied by the Seller under this Agreement shall be individually
packaged.

3.5. The Seller undertakes to deliver the Merchandise in a container (package) ensuring the safety
of all units of the Merchandise during the transportation. In case of delivery of the damaged
Merchandise, due to its poor-quality packaging, the Seller shall provide replacement of each
damaged item.

3.6. Following its receipt of Merchandise, CHIKIRIKI will have one (1) week to conduct random
testing. In cases of delivery errors or defective delivery (the Merchandise supplied is not
identical with the Merchandise ordered or is defective; underdelivery), CHIKIRIKI may, at its
option, grant the Seller a grace period of five days to supply the correct Merchandise or
Merchandise which is free of defects.

Sec. 4. Contractual penalties

In the event that products are supplied late or not at all, CHIKIRIKI members will be dissatisfied and
the credibility and reputations of both CHIKIRIKI and the Seller, including the latter’s brand, stand to
suffer. This is why the parties agree as follows:

4.1. In cases of non-delivery, delivery errors or defective delivery on the agreed delivery date, the
Seller will grant CHIKIRIKI a discount of 2% per business day of delayed delivery (maximum
10%).

2
4.2. If the Seller is unable to supply within five business days of the end of the delivery period or, in
the event of delivery errors or defective delivery according to Sec. 3.6, within a grace period, if
any, any missing products are deemed not to have been supplied, to the effect described in
para. 4.3 below. The same shall apply if the Seller fails to take remedial action after receiving a
justified complaint by a customer relating to defects in the Merchandise. In cases of dispute,
defects which become apparent within six months of purchase by the customer will assume to
have been present from the start.

4.3. The Seller undertakes to pay to CHIKIRIKI the amount of EUR 8.00 per missing or defective unit
of Merchandise and per failure to take remedial action after receiving a justified complaint
relating to defects in the Merchandise. CHIKIRIKI will primarily use this amount to compensate
customers who did not receive the Merchandise they had ordered as a result of the Seller’s
failure to supply (e.g., in the form of credits for future purchases at chikiriki.ru). This measure
is designed to ensure customer satisfaction and preserve the reputation of the Seller's brand.

4.4. In the event that the volume of goods ordered deviates by more than 10% from the volume of
goods delivered (defective deliveries which are not remedied shall not be taken into account),
CHIKIRIKI reserves the right to assert additional legal claims, including but not limited to
damage claims, against the Seller on the grounds that it suffered a loss of reputation and/or
customer loyalty.

Sec. 5. Pricing / deadline for payment

5.1. The prices to be paid by CHIKIRIKI as well as, if applicable, the payment plan are determined
by the quantities and prices (i) of the goods ordered and delivered or (ii) set forth in the
Campaign Summary (see sample in Appendix A). Such compensation is subject to VAT in the
legally prescribed amount and covers all services to be rendered by the Seller; no
reimbursement is offered for delivery costs or other expenses.

5.2. Billing must not precede the Seller’s proper performance of its contractual obligations
(delivery of Merchandise). If CHIKIRIKI pays invoices within ten days of receipt, it is entitled to
a four-percent discount. Otherwise, the invoice amount is due and payable within 30 days of
CHIKIRIKI’s receipt of the invoice.

Sec. 6. Returns
In the event that CHIKIRIKI’s customers return Merchandise, exercising their legal rights without
providing reasons, such returns may be sent back to the Seller, with the purchase price agreed being
credited accordingly. Credits must be issued no later than 30 days from the receipt of returns.

Sec. 7. Warranty
The Seller is liable for any warranty claims regarding the Merchandise supplied in accordance with
applicable law and manufacturer's warranties, if any. The warranty period commences upon the
customer’s acceptance of Merchandise and expires after two years. In cases where remedial action is
taken, the warranty period shall begin anew.

Sec. 8. Third-party rights

The Seller represents and warrants that the Object of Purchase itself as well as any description,
sample, logo and image file provided does not infringe upon third-party rights within the sales
territories of a given sales promotion. In the event that CHIKIRIKI becomes subject to claims based

3
on the actual or alleged violation of third-party rights, the Seller must indemnify and hold CHIKIRIKI
harmless from and against any related costs and damages.

Sec. 9. Competition
The Seller will ensure that within a period of 2 weeks prior to and following the sales promotion, no
other private shopping provider will carry out a sales promotion involving the Seller’s
Merchandise/brand in the Russian Federation (CHIKIRIKI’s sales territory)

Sec. 10. Notice of termination

This agreement may be terminated with three months' notice, whereas any individual order placed
will be transacted even beyond the termination — and subject to the terms — hereof.

Sec. 11. Miscellaneous

11.1. The place of performance as well as the exclusive legal venue for disputes from this
agreement is the City of Tallinn, Estonia.

11.2. This agreement, the question of its validity and all claims arising from or in connection with
this agreement are subject to the laws of the Republic of Estonia, to the exclusion of the
United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.3. This agreement must be made in writing, as must subsidiary agreements and any subsequent
amendment. This formal requirement cannot be waived except in writing.

11.4. In the event that one or more provisions of this agreement are ineffective, the remaining
provisions hereof continue in full force and effect, and any ineffective provision is replaced by
an effective one that approximates its predecessor’s economic purpose as closely as possible.

11.5. The following appendixes are incorporated herein by reference:

Appendix A: Sample Campaign Summary
Appendix B: Necessary product details for the sales promotion

In cases of conflict between provisions or the terminology used, the following order applies:
The terminology and provisions hereof prevail over those found in the attachments, which are also
subordinate to any other agreement referenced, except the parties agree explicitly to overrule the
provisions of this Master Purchase Agreement.

Agreed and executed in duplicate:

Place: Tallinn date: Place: date:

CHIKIRIKI signature Seller’s signature

4
Appendix A. Campaign Summary template

From: CHIKIRIKI Campaign Manager <euro@chikiriki.ru>

To: The Seller Contact Person <email>
Subject: CHIKIRIKI Campaign Summary [dates]  

Please confirm your agreement in reply to this email.

Brand name(s): Seller’s Brand Name  

Dates of sales promotion: from _._.___ to _._.___
Agreed date of the final order: _._.___
Agreed date of delivery: _._.___  
Contact person from Seller: Firstname Lastname, position, direct phone
Contact person from CHIKIRIKI: Irina Tsyganenko, mob.+79043423631
Delivery address: Heusingerstraße 12, 12107 Berlin, Germany
Authorized consignee: ESTE IT GmbH (for Chikiriki Club OÜ) +4903052684405
Work time of the warehouse: 10:00—17:00
Address for invoice: 47 Peterburi tee, Lasnamäe district, 11415 Estonia

Campaign URL: https://chikiriki.ru/action/seller_brand_name

List of promoted products (prices, quantities, details):
Specification.xlsx (attached file)  

Other agreements: (This agreement serves as an amendment to the Master

Supply Agreement already in place between the parties)

--
Best regards,
Chikiriki Club OÜ

5
Appendix B. Necessary product details for the sales promotion
According to Sec. 2.2, at least 7 days prior to the commencement of the sales promotion, the parties
must agree on a list of the Merchandise and fill out a spreadsheet with all necessary details. The
current template of the specification is available at https://chikiriki.ru/docs/chikiriki_spec.xlsx
Below is a list of all fields.

FIELD NAME NOTES EXAPMLE

Vendor code or Style No.

EAN barcode

Full item name The same as in invoices 4402YELL-M Canary/White

Trim Moccasin Loafer M

Item name W/о color and size variations Trim Moccasin Loafer

Size variation As indicated on the label (if applicable) XS

Alternate size value If applicable 42

Color variation If applicable Dark blue

Child's height, cm For children's clothing only 102-104

Child's age 3 years

Chest/Bust, cm If applicable

Waist, cm For dresses, trousers, etc.

Hip, cm

Head сirc., cm For hats only

Neck, cm For shirts, if available

Sole length, cm For footwear only

Palm circ., cm For handwear only

Item width, cm For T-shirts, if available

Item length, cm For T-shirts, if available

Item dimensions, cm W x H x D (for non-clothing)

Packaging dimensions, cm WxHxD

Gender Boys/girls, women/men, unisex (If

applicable)

Main image Name of a shared image file. 321_front_view.jpg

Optimal size is 1500x2000. Any file name
without an extension will be identified as a
folder with images set (in alphabetical
order).

6
2nd image Any number of pictures is acceptable, but 321_back_view.jpg
preferably at least 2.

Fabric structure and If applicable 100% cotton (jersey)

composition
Product description Season, temperature range (for outwear),
features, if available

Gross weight, kg Exact value 0,05

Packaging volume, m³ Not necessary if a volume is less than 0,01 0,02

m³ (20х20х20cm)

Country of origin

Country of design

Reserved quantity Number of units reserved for the campaign

Wholesale price for a sales

promotion
Regular wholesale price

RRP

VAT rate