The following terms and definitions are used in this Offer:
2.1. The Agent undertakes to provide the Client with agency and support Services in accordance with the parameters agreed in the Request, and the Client undertakes to accept and pay for the Services on the terms of this Offer. The Agent is not the seller of the goods and does not assume obligations for delivery or customs clearance unless expressly provided for by a separate agreement.
2.2. The specific list of agency Services or the parameters of the organised Purchase are recorded in the Request, which forms an integral part of this agreement.
2.3. Agency services are provided remotely or with on-site visits by the Agent's representatives. Physical delivery of goods is carried out by the End Supplier or a carrier engaged by it on the agreed terms.
| What the Agent does | What is NOT part of the Agent's obligations |
|---|---|
| Finding and checking the End Supplier | Physical delivery; customs clearance; storage of cargo; insurance; settling claims against the carrier |
| Negotiating and agreeing purchase terms | |
| Making payments to the End Supplier | |
| Quality control during production | |
| Providing closing documents |
3.1. When fulfilling a Request, Lepton Limited acts as the Agent of the Client (Principal) in dealings with the End Supplier — it concludes purchase contracts, conducts negotiations and performs other legally significant actions in its own name but in the interests and at the expense of the Client.
3.2. Agency function in payments. Funds transferred by the Client to the Agent to pay for goods or services of the End Supplier are the Principal's funds. The Agent undertakes to transfer them to the End Supplier within the agreed time, withholding the Agency fee due.
3.3. Fulfilment of the agency instruction is confirmed by:
3.4. Settlement currency. Payment to the End Supplier is made in CNY, USD or another foreign currency as agreed. Conversion is at the commercial rate on the payment date; the calculation is shown in the Agent's Report.
3.5. The Agency fee is the amount stated in the invoice. If the fee is not shown separately, it is deemed included in the total price of the Request. The Agent may withhold the fee before transferring the balance to the supplier.
3.6. The Client understands and accepts that the Agent acts solely as an intermediary and is not a party to the purchase contract with the rights and obligations of a seller.
3.7. Delivery and customs clearance. The agency obligations of Lepton Limited do not include arranging physical delivery, customs formalities, storage or insurance of cargo. The Agent is not a carrier, freight forwarder or customs representative. On request the Agent may recommend partner forwarders, but their selection and responsibility for the result remain with the Client.
3.8. Topping up wallets in international payment systems. On the instruction of the Client (Principal), the Agent provides a service of topping up wallets in international payment systems. The Agent acts solely as an intermediary: it transfers the funds provided by the Client to the specified account (wallet) of the end recipient. The Agent is not the owner of the wallet being topped up and is not responsible for the payment system's policies, crediting times, restrictions or account blocking by the payment system. Fulfilment of the instruction is confirmed by a payment document for the transfer of funds. The Agency fee for this service is set out in the Request.
4.1. Acceptance of this Offer is the Client's performance of any of the following actions:
4.2. From the moment of Acceptance this Offer has the force of an agreement concluded between the Client and the Contractor.
4.3. Acceptance means the Client's full and unconditional consent to all terms of this Offer without any exceptions or reservations.
5.1. The price of the Services is set individually for each Request. Under the agency arrangement, the invoice separately shows the price of the End Supplier's goods/services and the Agency fee of Lepton Limited.
5.2. Payment is made in Russian roubles. Payment in other currencies is possible by mutual agreement.
5.3. Accepted payment methods:
5.4. The prepayment is 50% of the agreed price unless otherwise provided by the commercial proposal. The balance is paid when the goods are ready for shipment or upon completion of the Service.
5.5. The payment obligation is deemed fulfilled when the funds are credited to the Agent's account.
5.6. Payment through the Website. The amount payable is set by the Agent by issuing an invoice for the Request in the Client's account. Payment via SBP on the Website is available to the Client after registering and logging in to the client account with a confirmed email address. The Agent may set identity verification (KYC) as an additional condition of payment, refuse to accept payment from a Client who has not passed verification, or request additional information.
5.7. Verification (where required) is carried out using a specialised verification service and includes checking an identity document and matching the Client's facial image with the photo in the document. Companies may be asked for information about the company and its representative.
6.1. The Agent undertakes to:
6.2. The Agent may:
6.3. The Client / Principal undertakes to:
7.1. The parties are liable for non-performance or improper performance of agency obligations in accordance with applicable law and the terms of this Offer.
7.2. The Agent is not liable for the actions of the End Supplier, including production delays, quality non-conformity, deviation from the specification, or failure to meet shipment terms. Claims are made against the End Supplier with the Agent's assistance.
7.3. The Agent is not liable for delivery or customs clearance. In particular, the Agent is not responsible for:
7.4. The Agent is not liable for delays caused by banks, payment systems, currency control or other financial restrictions beyond its control.
7.5. The Agent's total liability for any Request may not exceed the Agency fee actually received for that Request. The Agent is not liable for lost profits or indirect losses.
7.6. If the Client is late with payment, the Agent may suspend work on the Request until full payment is received.
8.1. The parties undertake not to disclose to third parties confidential information obtained in the course of this agreement without the other party's written consent.
8.2. Confidential information includes: terms of transactions, data on End Suppliers and their prices, commercial proposals, information on supply volumes and the Agency fee.
8.3. The Contractor processes the Client's personal data solely for the purpose of performing this agreement in accordance with applicable law.
8.4. To verify the Client before payment (clauses 5.6–5.7), personal data, including identity document data and facial image, are transferred with the Client's separate consent to the operator of the Sumsub verification service (Sum and Substance Ltd). The Agent receives the verification result and keeps it for as long as necessary to perform the agreement and comply with applicable law.
9.1. A refund is possible if the Agent has not transferred the funds to the End Supplier. Refunds are made within 10 business days of the Client's written request, less expenses actually incurred by the Agent.
9.2. If the funds have already been transferred to the End Supplier, their return is governed by the terms of the agreement with the End Supplier. The Agent assists with the return but does not guarantee it to the extent beyond its control.
9.3. Claims relating to the quality of goods, delivery times or customs issues are made by the Client directly to the End Supplier or carrier. The Agent provides assistance but is not the party obliged to compensate such losses.
9.4. The Agency fee is non-refundable if the Agent has actually performed the agency instruction.
9.5. Refunds are made by the same method as the payment.
10.1. The parties are released from liability for non-performance caused by force majeure: natural disasters, pandemics, military action, changes in legislation, sanctions, transport restrictions and other circumstances beyond the parties' control.
10.2. The party affected by force majeure must notify the other party within 5 business days. If force majeure continues for more than 60 days, either party may terminate the agreement unilaterally.
11.1. This Offer enters into force upon publication on the Website and remains valid indefinitely until withdrawn by the Contractor.
11.2. The Contractor may unilaterally amend the terms of the Offer. A new revision enters into force 3 days after publication. Requests accepted before the change are fulfilled on the previous terms.
11.3. All disputes are resolved by negotiation and, failing agreement, in court at the Contractor's location or before another jurisdictional body agreed by the parties.