PUBLIC OFFER AGREEMENT
Last updated: 11 August 2026
This document sets out the general terms on which Limited Liability Company “TEPLOFORMAT” offers to enter into agreements for the supply of equipment, manufacture of boiler plants, performance of works, and provision of related services under the TeploFormat Engineering brand with legal entities regardless of their form of ownership, legal form, or non-profit status, as well as with sole proprietors.
1. General Provisions
1.1. This Public Offer Agreement (the Offer) sets out the general terms of cooperation between Limited Liability Company “TEPLOFORMAT” (the Contractor) and a legal entity, regardless of its form of ownership, legal form, or non-profit status, or a sole proprietor seeking to purchase equipment, order the manufacture of a boiler plant, commission works, or obtain services (the Customer).
1.2. Customers may include private companies, state-owned and municipal enterprises, institutions and organisations, government authorities, local government bodies, charities and non-governmental organisations, other non-profit legal entities, and sole proprietors. This Offer is not intended for contracts with individuals purchasing goods, works, or services for personal purposes unrelated to their professional or business activities.
1.3. The material and individual terms of each order, including its subject matter, equipment scope, scope of works, price, payment procedure, schedule, place of delivery, acceptance procedure, and warranty obligations, are set out in a separate written agreement and its Specification.
1.4. Browsing the Website, submitting a form, making a telephone call, sending an email, requesting a consultation, or requesting a quotation does not constitute acceptance of this Offer, does not create an agreement, and does not oblige either party to proceed with an order.
1.5. The Offer is accepted in relation to a specific order only when duly authorised representatives of both parties sign a separate agreement and Specification that refer to this Offer or provide for the application of its terms.
1.6. If a separate agreement, Specification, addendum, or other document signed by the parties contains terms that differ from this Offer, the terms of the relevant signed document shall prevail.
1.7. If an agreement is entered into following a public procurement procedure, the tender documentation, the participant’s bid, the notice of intention to enter into the agreement, the procurement agreement, and its annexes shall apply subject to public procurement legislation and shall prevail in the event of any inconsistency with this Offer.
2. Terms and Definitions
2.1. For the purposes of this Offer, the following terms have the meanings set out below:
- Website means the website available at tfe.com.ua;
- equipment means boilers, burners, heat exchangers, pumps, control systems, auxiliary equipment, components, spare parts, and other goods agreed by the parties;
- boiler plant means a stationary, built-in, attached, rooftop, standalone, block-modular, containerised, or other heat supply system in the agreed configuration;
- custom-made products means equipment, modules, structures, or systems designed, configured, or manufactured according to the Customer’s technical specifications, parameters, or other requirements;
- works and services means design, manufacture, delivery, installation, connection, commissioning, testing, training, technical and after-sales service, and any other works or services agreed by the parties;
- agreement means a separate written agreement signed by the Contractor and the Customer;
- Specification means an annex to the agreement setting out the scope, quantity, characteristics, price, and other terms of a specific order;
- enquiry means a request submitted by the Customer through the Website, by email, by telephone, or through another agreed communication channel.
3. Scope of Cooperation
3.1. The Contractor may supply standard equipment, manufacture custom-made products, perform works, and provide services, while the Customer shall accept and pay for them in accordance with the agreement and Specification.
3.2. The exact scope of the order, technical characteristics, allocation of responsibilities between the parties, and the result to be delivered to the Customer are defined in the agreement, Specification, technical requirements, design documentation, and other agreed documents.
3.3. The Contractor may engage equipment manufacturers and specialist design, installation, transport, service, and other organisations while remaining responsible to the Customer within the limits set out in the agreement.
4. Placing an Order
4.1. To enable the Contractor to prepare a proposal, the Customer shall provide information about the facility, required capacity, fuel type, operating mode, utility networks, installation location, desired implementation schedule, and other source data.
4.2. The Contractor may clarify the source data, conduct a technical audit, request documents, drawings, photographs, diagrams, or access to the facility where this is necessary to determine the appropriate technical solution.
4.3. Quotations, preliminary calculations, presentations, and information published on the Website are for information purposes until the relevant terms are recorded in an agreement and Specification signed by both parties.
4.4. The Customer is responsible for the completeness and accuracy of the source data provided. The consequences of changing or failing to provide such data on time shall be determined by the agreement.
4.5. Changes to an agreed technical solution, configuration, scope of works, price, or schedule shall be documented in the manner prescribed by the agreement.
5. Price and Payment
5.1. The price of each order is determined individually and recorded in the agreement, Specification, invoice, or another document agreed by the parties.
5.2. The agreement or Specification shall state whether the price includes taxes, delivery, unloading, installation, commissioning, training, after-sales service, and other expenses.
5.3. Payment shall be made by bank transfer to the Contractor’s bank account. Online payment directly through the Website is not available.
5.4. Depending on the order, the agreement may provide for advance payment, staged payments, or another payment arrangement agreed by the parties.
5.5. Bank details, payment reference, and payment deadline shall be stated in the agreement and invoice. Unless otherwise provided by the agreement, the payment obligation is deemed fulfilled once the funds have been credited to the Contractor’s bank account.
6. Performance Schedule
6.1. The schedules for design, procurement, manufacture, delivery, installation, commissioning, and other stages are defined in the agreement or an agreed project schedule.
6.2. The commencement and continuation of these periods may depend on receipt of an advance payment, approval of technical solutions, provision of source data, site readiness, and the Customer’s performance of other obligations under the agreement.
6.3. If performance is delayed due to late approvals, changes to source data, or the Customer’s failure to fulfil its obligations, the schedule may be revised in accordance with the agreement.
7. Manufacture, Inspection, and Completeness
7.1. Equipment and boiler plants are manufactured or configured in accordance with the agreed documentation, technical requirements, Specification, and requirements applicable to the relevant facility.
7.2. The scope of factory inspections, testing, and quality control is determined by the equipment configuration, manufacturers’ technical documentation, and the terms of the agreement.
7.3. The accompanying documentation is defined by the agreement and may include data sheets, certificates, manuals, design documentation, as-built documentation, warranty documents, and other documents specified for the order.
8. Delivery, Unloading, and Acceptance
8.1. The method, date, place, and cost of delivery, as well as responsibility for transportation, unloading, special-purpose machinery, and site preparation, are defined in the agreement and Specification.
8.2. Unless otherwise provided by the agreement, the Customer shall ensure that the acceptance location is ready, transport can access the site, the agreed special-purpose machinery can operate, and unloading can be performed safely.
8.3. The transfer of title and risk of accidental damage or loss shall be determined by the separate agreement, taking into account the agreed delivery arrangement.
8.4. Upon acceptance, the parties shall inspect the quantity, completeness, and visible condition of the delivery and execute the documents required by the agreement. Signing an acceptance document without comments does not deprive the Customer of the right to report latent defects that could not reasonably have been identified during ordinary acceptance.
8.5. Further information is available on the Delivery and Payment page. In the event of any inconsistency, the signed agreement and Specification shall prevail.
9. Installation and Commissioning
9.1. Installation, connection, commissioning, performance testing, personnel training, and preparation for placing the facility into operation shall be performed by the Contractor only if the relevant works are included in the agreement.
9.2. The Customer shall ensure the readiness of the construction works, foundation, premises, utility networks, access routes, permits, and other conditions assigned to it under the agreement.
9.3. The results of completed works shall be recorded in acceptance certificates or other documents required by the agreement.
10. Quality and Warranty
10.1. Requirements relating to the quality, technical characteristics, and functionality of the equipment or boiler plant are defined in the agreement, Specification, technical requirements, and manufacturers’ documentation.
10.2. The warranty period, its commencement date, the scope of warranty obligations, and the claims procedure are defined in the agreement, warranty documents, and the warranty terms of the manufacturers of individual equipment.
10.3. The warranty does not apply to defects to the extent that they are caused by failure to follow instructions, improper installation or repairs by third parties, use of unsuitable fuel or heat-transfer fluid, improper utility parameters, mechanical damage, or other circumstances for which the Contractor is not responsible.
10.4. If a defect is identified, the Customer shall notify the Contractor within the period and by the method specified in the agreement and shall provide access to the equipment and the information required for diagnostics.
10.5. Further information is available on the Warranty and Service page. In the event of any inconsistency, the agreement and warranty documents shall prevail.
11. Modification or Cancellation of an Order
11.1. The return of conforming standard equipment, modification of its configuration, or cancellation of an agreed order is permitted by written agreement between the parties unless otherwise provided by the agreement or applicable law.
11.2. Custom-made products may not be returned solely because the Customer’s requirements have changed, provided that the products comply with the agreed characteristics. This provision does not restrict the Customer’s rights in the event of defects, non-compliance with the agreement, or other breaches by the Contractor.
11.3. If an order is modified or terminated, the parties shall settle the amounts due in accordance with the agreement, taking into account completed works, purchased materials, manufactured products, and documented expenses.
12. Rights and Obligations of the Parties
12.1. The Contractor shall:
- perform the agreed obligations in accordance with the agreement and Specification;
- notify the Customer of circumstances that may materially affect the outcome or schedule;
- provide the documentation required by the agreement;
- comply with confidentiality and personal data protection requirements.
12.2. The Customer shall:
- provide accurate source data and approvals in a timely manner;
- accept and pay for equipment, works, and services in accordance with the agreed procedure;
- ensure site readiness and safe working conditions within its area of responsibility;
- use the equipment for its intended purpose and in accordance with the instructions and agreed operating modes.
13. Liability and Force Majeure
13.1. The parties shall be liable for failure to perform or improper performance of their obligations in accordance with the agreement and the laws of Ukraine.
13.2. A party shall not be liable for a breach of an obligation to the extent that it proves the breach resulted from a force majeure event that arose after the agreement was entered into, was beyond its reasonable control, and directly affected performance.
13.3. The affected party shall notify the other party in the manner and within the time limits specified in the agreement and, where required, provide appropriate supporting evidence.
13.4. The mere existence of martial law, emergency shutdowns, supply disruptions, or other difficult circumstances does not automatically release a party from liability. Their actual impact on the specific obligation shall be taken into account.
14. Intellectual Property and Documentation
14.1. Rights in design solutions, drawings, calculations, software, text, images, and other materials are governed by the agreement and applicable law.
14.2. The Customer may use the technical documentation provided for the operation, maintenance, and repair of the relevant facility unless the agreement grants a broader scope of rights.
14.3. Delivery of a copy of any documentation does not automatically transfer exclusive intellectual property rights.
15. Confidentiality and Personal Data
15.1. The parties shall not disclose confidential information received during their cooperation except as permitted by the agreement or required by law.
15.2. Personal data relating to representatives, employees, and contact persons of the parties is processed for the purposes of preparing, entering into, and performing the agreement, arranging delivery, installation, and after-sales service, maintaining records, and protecting the parties’ rights.
15.3. Further information about personal data processing is provided in the Privacy Policy.
16. Dispute Resolution
16.1. The parties shall seek to resolve disagreements through negotiations and the exchange of written claims.
16.2. If no settlement is reached, the dispute shall be resolved by a competent court in accordance with the agreement and the laws of Ukraine.
17. Term and Amendments to the Offer
17.1. This Offer is effective from the date of its publication on the Website until it is withdrawn or replaced by a new version.
17.2. The Contractor may amend the Offer by publishing a new version on the Website. The new version shall apply to agreements entered into after its publication date and shall not amend previously signed agreements without the written consent of the parties.
17.3. Use of the Website is governed by the separate Website Terms of Use.
18. Contractor Details
Limited Liability Company “TEPLOFORMAT”
Company registration number (EDRPOU): 36782688
Address: 66 Khimikiv Avenue, Cherkasy, Cherkasy Region, 18018, Ukraine
Telephone: +38 (0472) 63-16-70
Email: info@tfe.com.ua
Website: tfe.com.ua