Version 1 (draft) of 03.11.2026 — pending legal review
This is a convenience translation. The binding text is the Ukrainian version; if the two differ, the Ukrainian version prevails.
These General Terms of Supply (the "Terms") were drawn up by ADAM UA LLC ("ADAM") for the ADAM platform. Every Seller has adopted them as its standard terms of sale, and the Buyer accepts them by placing an Order. The Terms form part of every supply contract concluded through the Platform (Civil Code of Ukraine (the "CC") arts. 712 and 655–697; Law of Ukraine "On Electronic Commerce", art. 11 part 5). ADAM is not a party to the supply contract.
1. Definitions
1.1. Capitalised terms not defined below have the meanings given in the ADAM User Agreement.
1.2. Contract — the supply contract between a Seller and a Buyer for one Order, consisting of the Order Record and these Terms.
1.3. Regulated Goods — pesticides, agrochemicals, seed and planting material, fuel and other goods whose circulation requires state registration, certification, a licence or special documents.
1.4. Business Day — any day from Monday to Friday inclusive.
2. Conclusion of the Contract
2.1. A Seller's Listing with a price and availability published in the Platform catalogue is the Seller's public offer (CC 641 part 1) on the terms of the Listing and these Terms. The Buyer's placing of an Order on the Platform is the acceptance; from that moment the Contract is concluded. Within 1 (one) Business Day after the Order is placed, the Seller may cancel it on the Platform solely because the goods are unavailable or the price contains an obvious error; the Contract then terminates and the Seller refunds any amount paid by the Buyer within 3 (three) Business Days. Where the Buyer has sent a request for quotes, the Seller's quote is an offer for the period stated in it, and the Buyer's acceptance of the quote is the acceptance.
2.2. The Contract is concluded in writing at the moment of acceptance (CC 207, CC 639 part 2). No separate signing is required, and signing is not a condition of validity.
2.3. The Order Record fixes:
a) the goods: name, brand, manufacturer, SKU, pack size; for pesticides and agrochemicals the state registration number, for seed the variety;
b) quantity and unit of measure;
c) unit price, total value, currency (hryvnia) and VAT treatment (the VAT rate or "without VAT");
d) delivery term — a date or a period;
e) delivery method (Nova Poshta or another carrier, the Seller's transport, or pickup) and place of delivery (address, warehouse or branch);
f) payment terms: prepayment, payment on receipt, 50/50, deferral of 30 or 60 days, or other terms agreed on the Platform;
g) the delivery charge and which party pays it.
2.4. The Platform does not allow an Order to be placed in which any of the terms in clause 2.3 is missing. If the delivery term is nevertheless missing, the Seller delivers within 10 Business Days of the conclusion of the Contract or, where prepayment applies, of its receipt.
2.5. The Contract's terms are changed only on the Platform: one party proposes a change and the other confirms it. Before payment (or, where no prepayment applies, before dispatch) the Buyer may withdraw from the Order on the Platform without liability; after that, only with the Seller's consent.
3. Price and VAT
3.1. The price is fixed in the Order Record when the Contract is concluded and does not change afterwards without both parties' consent (CC 632 part 2). The price includes containers, packaging and labelling.
3.2. If the Seller is a VAT payer, the price is shown with VAT separated, and the Seller draws up and registers a tax invoice in the Unified Register of Tax Invoices within the Tax Code deadlines. If the Seller is not a VAT payer, the Order Record states "without VAT".
4. Payment
4.1. For each Order the Seller issues a payment invoice generated through the Platform in the Seller's name. The Buyer quotes the Order number in the payment purpose.
4.2. Payment is made by bank transfer to the Seller's current account stated in the invoice. ADAM does not receive or pass on money for goods.
4.3. Unless the Order Record sets other terms, payment is due:
a) for prepayment — 100 % within 3 Business Days of the invoice date;
b) for payment on receipt — no later than the Business Day after the goods are received;
c) for 50/50 — 50 % as prepayment under (a) and the rest as payment on receipt under (b);
d) for deferral — within 30 or 60 calendar days (per the Order Record) of the day the goods are received.
4.4. The payment date is the day the funds are credited to the Seller's account.
4.5. If prepayment is not made on time, the Seller may withhold dispatch and withdraw from the Contract, notifying the Buyer on the Platform (CC 538).
4.6. If payment is made by card, cash on delivery, through a non-bank payment provider or in cash, the Seller issues a fiscal receipt under the Law of Ukraine "On the Use of Cash Registers in Trade, Catering and Services".
4.7. Goods sold on deferred payment are pledged to the Seller from handover until paid for (CC 694 part 6).
5. Late payment
5.1. A Buyer that pays late, at the Seller's demand, pays the debt adjusted by the official inflation index for the whole period of delay, plus 3 % per annum on the overdue amount (CC 625).
5.2. In addition, the Buyer pays a penalty equal to one NBU discount rate in force during the delay, on the overdue amount for each day of delay. The parties thereby set a lower penalty than CC 549 part 3 provides.
6. Delivery
6.1. The Seller delivers within the term and by the method stated in the Order Record and reports dispatch on the Platform (with the shipment number, if any).
6.2. Delivery methods:
a) Nova Poshta or another carrier — to the address or branch stated in the Order Record;
b) the Seller's transport — to the place of delivery;
c) pickup — from the Seller's warehouse after the Buyer is told the goods are ready.
6.3. Where goods move by road (the Seller's transport, a hired carrier or the Buyer's vehicle on pickup), the Seller as consignor issues a consignment note (ТТН) in paper or electronic form. For Nova Poshta shipments the carrier's documents apply.
6.4. Pesticides and other dangerous goods are carried only by a method permitted by law and the carrier's rules — as a rule, the Seller's transport or a dangerous-goods carrier.
6.5. With the goods or on the Platform, the Seller gives the Buyer the delivery note (видаткова накладна), quality documents (for Regulated Goods, see section 10) and, where needed, the ТТН.
6.6. If delivery is more than 10 calendar days late, the Buyer may withdraw from the Contract on the Platform and demand a refund of the prepayment. The Seller refunds it within 5 Business Days and pays interest under CC 693 part 3.
7. Ownership and risk
7.1. Ownership of the goods and the risk of accidental loss or damage pass to the Buyer on handover (CC 334, 668):
a) for delivery by the Seller's transport — at the place of delivery;
b) for pickup — at the Seller's warehouse;
c) for dispatch by carrier — when the carrier hands the goods to the Buyer; if the Buyer chose and pays the carrier — when the goods are handed to the carrier (CC 334 part 2).
8. Acceptance of goods
8.1. On receipt the Buyer (its representative) checks quantity, assortment, completeness, packaging and visible defects.
8.2. Discrepancies are recorded in the carrier's document (a report or a note on the ТТН) or on the delivery note, and on the Platform with photos within 2 Business Days of receipt. If this is not done, the goods are deemed accepted as to quantity and visible defects (CC 688); the right to claim for hidden defects (section 11) is preserved.
8.3. Instructions P-6 and P-7 do not apply to the Contract; these Terms set the acceptance procedure.
8.4. The person receiving the goods is deemed authorised by the Buyer if they confirmed receipt from the Buyer's account, are listed in the account as an authorised receiver, or hold a power of attorney or other evidence of authority.
9. Delivery note and confirmation of receipt
9.1. For each handover the Seller draws up a delivery note at or after the handover. The Seller signs the delivery note by hand or with an electronic signature. The Platform may generate it in the Seller's name from the Order data.
9.2. The Buyer confirms receipt of the goods in one of these ways:
a) an authorised person presses "Confirm receipt" on the Platform from the Buyer's account. This confirmation is the Buyer's electronic signature attesting receipt of the goods in the quantity and assortment of the delivery note (Order Record), and it records the date, time and person;
b) by signing the Seller's delivery note on paper or in an electronic document exchange system.
9.3. The Buyer confirms receipt or records discrepancies (clause 8.2) within 2 Business Days of receiving the goods. Confirming receipt does not waive claims for hidden defects.
9.4. If the Buyer has not confirmed receipt, delivery may be proven by the carrier's documents, delivery data, correspondence on the Platform and other evidence.
10. Regulated Goods
10.1. The Seller offers and supplies pesticides and agrochemicals only if they are:
a) entered in the State Register of Pesticides and Agrochemicals Permitted for Use in Ukraine (or exempted from registration by law), within the registration period or the period during which the law permits trade after it expires, and within their shelf life;
b) in the manufacturer's original, undamaged packaging with a label in Ukrainian containing the information required by art. 10 of the Law of Ukraine "On Pesticides and Agrochemicals", including the state registration number and the batch;
c) accompanied by a quality document for the batch, whose number matches the label and the delivery note.
10.2. A Seller of pesticides ensures that its employees hold valid certificates of the right to work with pesticides and agrochemicals (посвідчення) and that it holds the civil liability insurance the law requires.
10.3. Seed is supplied only of varieties entered in the State Register of Plant Varieties Suitable for Dissemination in Ukraine, with varietal-quality and sowing-quality certificates for each lot. GMOs are supplied only if registered under the law.
10.4. Fuel is sold only if the Seller holds a licence where the law requires one.
10.5. The Buyer applies, stores and disposes of Regulated Goods in line with the label, the application rules and the law; work with pesticides is done by persons holding valid certificates.
10.6. Goods that do not comply with this section are deemed to have a material defect: the Buyer may reject them and demand a refund of what it paid.
11. Quality and claims
11.1. The goods must match the Order Record, the Listing, the label, the manufacturer's documents and regulatory requirements.
11.2. The Buyer raises a claim for hidden defects within the warranty period or shelf life or, if none is set, within 1 (one) year of receipt (CC 680), and in any case no later than 5 Business Days after discovering the defect.
11.3. A claim is filed on the Platform with a description of the defect, photos, the batch number and, if available, a laboratory report. The Seller replies within 5 Business Days. Until the claim is resolved the Buyer stores the goods properly.
11.4. If the parties do not agree, either may commission an examination by an accredited laboratory or a chamber of commerce and industry. The Seller bears the cost if the defect is confirmed; otherwise the Buyer does.
11.5. If a defect is confirmed, the Buyer has the rights under CC 678: a proportionate price reduction or replacement of the goods, and, for a material breach, withdrawal from the Contract with a refund. The Seller refunds within 5 Business Days of agreement.
11.6. Goods of proper quality may be returned only with the Seller's consent.
12. Force majeure
12.1. A party is released from liability for a breach if it proves that the breach was caused by force majeure (CC 617), including hostilities, shelling, occupation or decisions of authorities under martial law, and proves the causal link. Martial law alone does not release a party from its obligations.
12.2. The affected party notifies the other on the Platform within 5 Business Days of learning of the event and provides evidence (a chamber of commerce certificate or other documents).
12.3. The time for performance is extended for the duration of the event. If it lasts more than 30 calendar days, either party may withdraw from the unperformed part of the Contract; prepayment for goods not delivered is refunded within 5 Business Days.
12.4. Inability to pay a money obligation does not release the debtor from liability for late payment (CC 625 part 1).
13. Purpose of purchase
13.1. The Buyer confirms that it buys the goods for use in its business activity (CC 712), and not for personal, family or household needs.
14. Liability and disputes
14.1. The parties are liable for breach of the Contract under these Terms and the law. ADAM is not liable for the parties' performance of the Contract.
14.2. Disputes are settled by negotiation, including through a claim on the Platform. At a party's request ADAM provides an extract from the Order Record and the Platform logs. Failing agreement, a court decides the dispute under the jurisdiction rules of Ukrainian procedural law. The Contract is governed by the law of Ukraine.
15. Versions and language
15.1. The Contract is governed by the version of the Terms in force when it was concluded; the Order Record links to it. ADAM keeps all versions of the Terms on the Platform.
15.2. The Terms are drawn up in Ukrainian. Translations are for reference; if they differ, the Ukrainian version prevails.
16. Details
16.1. The Seller's and the Buyer's details are stated in the Order Record.
16.2. Author of the Terms and Platform operator (not a party to the Contract):
ADAM UA LLC (Товариство з обмеженою відповідальністю «АДАМ УА») EDRPOU code: 44595965 VAT payer IPN: 445959604633 (VAT payer, general tax system) Registered address: Dnipropetrovsk oblast, Dnipro, 27A Dmytra Yavornytskoho Ave. Email: [email] Website: https://adam.ua