PUBLIC OFFER
to conclude an Agreement on the use of electronic documents

In accordance with Part 2 of Article 437 of the Civil Code of the Russian Federation, this public offer (public offer, offer), posted on the Internet information and telecommunications network on the website at: https://ecolant.net (hereinafter referred to as the Website), is an official offer (hereinafter referred to as this Offer) of the Limited Liability Company "ECOLANT" (OGRN 1065247017890, TIN 5247046110) (hereinafter referred to as – Party-1):
addressed to a person who intends to carry out electronic exchange of documents via telecommunication channels and is a subscriber of electronic document management operators, for the purposes and in connection with the fulfillment of their obligations under contracts concluded or to be concluded in the future with Party-1, hereinafter referred to in the text of this Offer as "Party-2",
hereinafter when jointly referred to as the "Parties",
to conclude an agreement on the use of electronic documents on the terms specified in this Offer.
In accordance with Article 438 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation), the unconditional acceptance (acceptance) of the terms of this Offer is considered to be filling in and sending by the Party-2 of the application on the website https:// ecolant.net , or receiving by Party-1 from Party-2 an email to edo@ ecolant.net indicating the name of the Party-2, TIN, KPP, ID of the EDO participant, Full name, e-mail address of the contact person of the Party-2 responsible for the EDO, as well as the mandatory indication by the Party-2 of the name, OGRN, TIN of one of the legal entities acting as the Party-1, whose offer accepts (accepts) Party-2 (hereinafter referred to as the above actions).
When the Parties commit the above actions, they assure each other that they are acting reasonably and in good faith, the above actions are carried out by authorized representatives of the Parties, the names of legal entities indicated by the Parties, TIN, OGRN, KPP e-mail addresses, any other necessary information are valid, the above methods of providing this information allow us to unequivocally establish that they come from a certain side.
At the time when Party-2 performs the above actions, it is considered that it has expressed full and unconditional consent to the terms of this Offer, which means that the Parties have concluded an agreement on the use of electronic documents on the terms specified in this Offer (hereinafter referred to as the Agreement).

Form "Public offer for the conclusion of an Agreement on the use of electronic documents (revision 0)

In case of non-fulfillment by the Party-2 of the above actions, the Agreement is considered not concluded.

1 Terms and definitions
1.1 Electronic signature (EP) is an enhanced qualified electronic signature that meets the requirements of Federal Law No. 63 dated 06.04.2011 "On Electronic Signature" and the current legislation of the Russian Federation in the field of electronic signature.
1.2 Electronic Document Management (EDI) is the process of exchange between the Parties in the system of legally significant EDI of documents drawn up in electronic form and signed by the EP used by the Parties.
1.3 A trusted EDO Operator is an organization that ensures the exchange of open and confidential information via telecommunication channels within the framework of electronic document management between the Parties in the EDO system.
1.4 Sending Party – Party-1 or Party-2, sending a document in electronic form, signed by the EP, in the EDI system via telecommunication channels to the other Party.
1.5 Receiving Party – Party-1 or Party-2, receiving from the Sending Party a document in electronic form, signed by the EP, in the EDI system via telecommunication channels.
1.6 The ID of the EDI participant is the unique code of the sender or recipient of the document. It is assigned by a Trusted EDI Operator whose services are used by the Parties.

2 Subject of the Agreement and general obligations of the Parties
2.1 The Parties hereby agree, for the purposes and in connection with the fulfillment of their obligations under all contracts concluded between the Parties and under all contracts to be concluded in the future between the Parties, to carry out electronic exchange of documents via telecommunication channels in the EDI system signed by the EP in the manner specified by the Agreement.
2.2 The electronic exchange of documents is carried out by the Parties in accordance with the current legislation of the Russian Federation, including the Civil Code of the Russian Federation, the Tax Code of the Russian Federation, Federal Law No. 63-FZ dated 06.04.2011 "On Electronic Signature", Order of the Ministry of Finance of the Russian Federation No. 174n dated 10.11.2015, subject to possible amendments and additions.
2.3 Electronic exchange of documents is carried out within the framework of the Parties' exchange of the following types of formalized and non-formalized documents, namely:
2.3.1 Formalized documents:
– Universal Transfer Document (hereinafter referred to as UPD) in XML format, approved by the Order of the Federal Tax Service of Russia dated 19.12.2018 No MMV-7-15/820@ "On approval of the invoice format and the format of presentation of the document on the shipment of goods (performance of works), transfer of Property rights (document on the provision of services), including the invoice-invoice, in electronic form" with all changes and additions;
– Universal correction document (hereinafter referred to as UKD) in XML format, approved by the Order of the Federal Tax Service of 13.04.2016 No MMV-7-15/189@ "On approval of the format of the correction invoice and the format of presentation of the document on changes in the value of goods shipped (works performed, services rendered), transferred property rights, including the correction invoice-invoice, in electronic form" with all changes and additions.
2.3.2 Non-formalized documents:
Payment invoice;
Agent's Report;
Quality Certificate;
Bill of lading;
Railway receipt;
Contracts, additional agreements, annexes to them;
Other documents related to the conclusion, execution and termination of concluded contracts.
2.4 The Agreement regulates the relations of the Parties in the implementation of electronic exchange of documents via telecommunication channels in the EDI system signed by the EP.
2.5 The Parties acknowledge that the receipt of documents in electronic form and signed EDS in accordance with the procedure established by the Agreement is equivalent to receiving documents on paper and is a necessary and sufficient condition to establish that the EDS comes from the Party that sent it.
2.6 The Parties are obliged to inform each other about the impossibility of exchanging documents in electronic form signed by the EP in the event of a technical failure of the internal systems of the Party. In this case, during the period of such a failure, the Parties exchange documents on paper with the signature of authorized persons with their own handwritten signature and certification with the seal of the organization and with the attachment of copies of documents confirming the powers of the signatory.
2.7 The Parties agree that all documents received in the order of exchange in electronic form are compiled in formats in accordance with the requirements of the legislation, as well as based on the terms of the concluded contracts.
2.8 The organization of EDI between the Parties does not cancel the possibility of using other methods of production and exchange of documents between the Parties within the framework of obligations not regulated by this Agreement.

3 Recognition of electronic documents as equivalent to paper documents
3.1 An electronic document signed by an EP, the content of which complies with the requirements of regulatory legal acts and the terms of concluded contracts, must be accepted by the Parties for accounting as a primary accounting document, and can be used as evidence in court proceedings, provided to state bodies at the request of the latter.
3.2 An electronic document generates the obligations of the Parties established by the Agreement and the main contracts, equivalent to a document transmitted on paper.

4 Conditions for the validity of the EP
4.1 The Parties agreed to use an enhanced qualified electronic signature, which in an electronic document is equivalent to a handwritten signature on a paper document, while observing the following conditions:
a qualified certificate was created and issued by an accredited certification center, whose accreditation is valid on the day of issue of the certificate;
the qualified certificate is valid at the time of signing the electronic document (if there is reliable information about the moment of signing the electronic document) or on the day of verification of the validity of the specified certificate, if the time of signing the electronic document is not determined;
there is a positive result of checking whether the owner of the qualified certificate has an enhanced qualified electronic signature with which the electronic document is signed, and the absence of changes made to this document after its signing is confirmed.;
the enhanced qualified electronic signature is used subject to the Agreement and restrictions contained in the qualified certificate of the person signing the electronic document.

4.2 The Parties have the right to use an EP issued by any accredited certification center operating in accordance with the requirements of the current legislation of the Russian Federation.
4.3 The Parties are solely responsible for the proper execution of the powers of persons using electronic signature tools, as well as for unauthorized access to their electronic signature tools. The powers of the representatives of the Parties using the means of electronic signature are considered to be evident from the situation and do not require additional confirmation by a power of attorney.
4.4 The Parties undertake to inform each other about the restrictions of the EP within 2 (two) working days from the date of establishment of such restrictions, otherwise, until such notification is received, the Party has the right to consider the EP of the other Party not burdened with any restrictions, and the documents signed by such an EP have full legal force.
4.5 The Parties are obliged, if necessary, to update the electronic key certificates in advance, and if this obligation is not fulfilled, immediately inform the other Party of the situation that has arisen, while further actions of the Parties are taken in accordance with clause 2.6. of the Agreement.

5 The procedure for issuing and receiving UPD and UKD in electronic form via telecommunication communication channels using EP
5.1 The Parties shall issue and receive UPD and UPD via telecommunication communication channels using the EP in accordance with the "Procedure for Issuing and receiving invoices in electronic form via telecommunication communication channels using an Electronic digital signature" approved by Order of the Ministry of Finance of the Russian Federation No. 174n dated November 10, 2015 (hereinafter referred to as the Procedure).

6 The procedure for issuing, sending and exchanging non-formalized documents listed in clause 2.3. Agreements that the Parties exchange for the purposes and in connection with the fulfillment of their obligations under contracts in electronic form via telecommunication channels using the EP
6.1 To participate in the EDI, the Parties must:
obtain qualified certificates of electronic keys for verifying the electronic signature of the head or other authorized persons;
conclude an appropriate contract with a Trusted EDO Operator in accordance with the requirements of the relevant trusted EDO Operator;
get from a Trusted EDO Operator the ID of the EDO participant, access details and other data necessary to connect to the EDO.
6.2 When exchanging documents in the order of ED, the Party forms the necessary document in electronic form, signs its EP, sends the file with the document in electronic form to the address of the other Party through a Trusted EDO Operator and saves the signed document in electronic form.
6.3 The Parties undertake to exchange timely (no later than the next working day from the date of receipt of the document) notifications/confirmations through a Trusted EDO Operator about the receipt and dispatch of documents through the EDO system.
6.4 If the Sending and/or Receiving Party has not received any of the required confirmations of the Trusted EDO Operator or a document file within the prescribed period, it shall inform the Trusted EDO Operator about this fact.
6.5 If the Sending Party confirms the receipt of the document file from it to the Trusted EDI Operator, the Sending Party informs the Trusted EDI Operator about this fact, and the Sending Party repeats the procedure for sending the previously compiled document.
6.6 If it is necessary to make adjustments to the document sent through the EDI, the Sending Party draws up an appropriate information letter and sends the corrected document and the information letter to the Receiving Party in accordance with the procedure established by the Trusted EDI Operator.

7 Other conditions
7.1 In order to verify the operability and/or compatibility of the technical means of the Parties and/or the Trusted EDI Operator, the Parties establish the first (test) exchange of documents of various formats in electronic form.
7.2 If, as a result of the first (test) exchange of a document in electronic form, the malfunction and/or incompatibility of the technical means of the Parties and/or the Trusted EDI Operator is revealed, the EDI between the Parties is not applied until the positive result of the test exchange of the document. At the same time, during the period until the positive result of the test exchange of documents, the Sending Party draws up the corresponding document on paper with a handwritten signature, and the Parties consider it to be the original.
7.3 If the Sending Party has not received from the Receiving Party and/or the Trusted EDI Operator of the Receiving Party, as well as if the Trusted EDI Operator of the Receiving Party has not received from the Receiving Party, notification of receipt of an electronic document from the Sending Party and/or the Trusted EDI Operator of the Sending Party, and provided that there is no notification from the Receiving Party according to p .2.6. The Agreement and the impossibility for the Sending Party to receive information from the Receiving Party about the reasons for the absence of notification, the Sending Party draws up the relevant document on paper with a handwritten signature, and the Parties consider it to be the original.
7.4 If it is impossible to continue exchanging documents in electronic form (non-receipt of notifications of receipt of an electronic document, absence of any kind of communication with the Receiving Party, etc.), the Sending Party draws up documents on paper in writing, and the Parties consider them originals, unless otherwise provided for in the Contract in respect of which the parties carry out EDI.
7.5 If either Party refuses to exchange documents in electronic form signed by the EP, such Party is obliged to notify the other Party 30 (thirty) calendar days before the expected end date of the use of the EDI. The Parties continue to use the EDI for 30 (thirty) calendar days from the date of receipt by the Party of the notification of refusal to use the EDI. After the expiration of the 30-day period, the Agreement automatically terminates.
7.6 Party-1 has the right to unilaterally amend the Agreement without prior agreement with Party-2 by posting a new version of the Agreement on the website https://omk.ru/business/edo/oferta . At the same time, the changes made by Party-1 become mandatory for Party-2 from the moment the new version of the Agreement is posted on the Website. In order to promptly obtain information about the placement of the new version of the Agreement on the Site, Party-2 is obliged to visit the Site independently in any way available to it at least 2 times a day (before and after 12:00 Moscow time) and carry out a comparative analysis of the new version of the Agreement and the previous version of the Agreement to identify relevant changes, additions.
7.7 By entering into the Agreement, the Parties certify and confirm that:
they are duly established legal entities legally acting in accordance with the legislation of the Russian Federation;
the persons accepting this Offer have all the necessary powers and rights to sign it, all the consents necessary to conclude an Agreement, other contracts and agreements provided for by the Agreement, and these consents have been received and have entered into force, or, if they have not been received, they will be received and/or will enter into force in in accordance with the established procedure before the conclusion of the Agreement, other contracts and agreements provided for by the Agreement, in accordance with the current legislation of the Russian Federation;
unfavorable cases and events (provision of unreliable, incomplete documents, unverified information, submission of an application to the arbitration court for declaring a party bankrupt, in case of filing a claim, the size of which jeopardizes the fulfillment of obligations under the contract, making a decision on reorganization, liquidation, declaring a party bankrupt) have not occurred on the date of conclusion of the Agreement, and the Parties undertake all actions so that they do not occur during the term of the Agreement.
7.8 When concluding the Agreement, the Parties proceed from the good faith of their intentions and confirm that the persons accepting this Offer have the appropriate authority to make this transaction.
7.9 The Parties confirm that the person concluding the Agreement has no restrictions imposed not only by the constituent documents, but also by other documents regulating its activities.

8 Final provisions
8.1 The Agreement comes into force from the moment of acceptance of this Offer by Party-2 in the manner provided for by the Agreement.
8.2 Issues not regulated by the Agreement are subject to resolution in accordance with the legislation of the Russian Federation. If it is impossible to resolve disputes between the Parties through negotiations, they must be resolved in the manner and by the court determined by the Parties in the relevant agreement under which the Parties carry out EDI.
8.3 E-mail of the Party-1: edo@ecolant.net .