Translation of external economic contract
Illichivsk December 11, 1991
Firm …………. Kyiv, hereinafter referred to as the “Seller” on the one part, and . . .. herein after referred to as the “Buyer” on the other part have concluded the present Contract to the effect that
1. Subject of the Contract
Seller shall sell, and the Buyer shall buy the merchandise (FOB Illichivsk) …………..
which quantity, assortment, and quality are indicated in Specification, Appendix to the present Contract, forming its integral part.
2. Price and Total Cost of Contract
The price for the merchandise supplied in accordance with present Contract amounts to…
The total cost of the Contract shall amount to.
3. Quality of the merchandise
Quality of the merchandise to be delivered under the present Contract shall be in full conformity with the standards in force in the Ukraine or with norms of the plants, manufacturing the merchandise and shall be confirmed by manufacturer’s certificate of quality.
The Seller shall guarantee the quality of the delivered merchandise for… months from the date of the beginning of it’s operation, but for not more than …
months under favourable conditions of it’s operation.
5. Dates and terms of delivery
The Seller shall deliver the merchandise to, the Buyer in dates, indicated in Appendix N to the pre-sent Contract.
Delivery of the merchandise under the present Contract shall be made under the shipping documents, indicated in Appendix No. to the present Contract
The Seller, shall notify by cable the Buyer not later- than ….
days after the ………..
vessel’s departure from the Seller’s (port) about the shipment of merchandise with indication of . . …………. (data of waybill or Bill of Lading etc).
6. Packing and Marking
The merchandise shall be shipped in export packing suitable for the nature of the goods under supply. The packing shall protect the goods against any damage and corrosion during their inland and sea transportation. The packing shall be fit for transhipping by means of cranes or manually. Marking shall be inscribed on three sides of the cases (on two opposite sides and on the top of the case).
The following marking in the English language shall be inscribed with indelible paint on each package:
Handle with care
Gross weight ………. kg
Net weight ……….. kg
Dimensions of case (length, width, height) ……….. cm
Do not turn over
Country of destination ……..
Contract No. …………
Package No. ………..
Port (Station) of destination
Consignee …. …
7. Terms of Payment
Payment under the present Contract shall be effected by the Buyer by means ……….. against presentation by the Seller the following documents to the Bank:
8. Sanctions and claims
8.1. Claims for shortage or damage of merchandise during transportation are to be made by the Buyer against the Carrier or the Insurer.
8.2. The Seller shall be liable to the payment of Liquidated Damages for default of the several responsibilities under the Contract, as follows:
For the delay in the delivery of the merchandise the agreed Liquidated Damages shall be as follows:
for each week of delay in the submission of a required document an amount of ……. subject to an overall maximum liability of ………….. under this Article.
For delay in supply of 95 % of the merchandise beyond the period of ……….. months after Effective Date of the Contract for each week of delay an amount of ……….. of the Contract Price.
9. Force Majeur
Should any force majeur circumstances arise which hinder the fulfilment by any of the parties of their respective obligations under the contract, neither party is responsible for the non-fulfilment of its liabilities to the extent owing to such circumstances.
Natural disasters, war and military operations of any sort, blockades, embargo, prohibition of exports and imports, epidemics and other circumstances beyond the control of the parties are considered as force majeur ……… have
the right to extend the time stipulated for the fulfilment of the contract by a period equal to that during which force majeur circumstances last.
10. Settlement of disputes and arbitration
Should any differences or disputes connected with the present Contract arise between the Seller and the Buyer, the parties will strive to reach friendly settlement of then Should such friendly settlement appear impossible and the parties fail to reach an agreement within 15 days in the manner of arrangement, the disputes will be submitted for the consideration of parity commission composed of 4 persons, 2 persons from each party. This parity commission will be set up within 10 days from the date of a written request from one of the parties hereto.
Should the parity commission fail to settle the dispute within 15 days from the date of its establishment, or one party failed to appoint its representatives to the parity commission within 10 days mentioned above, the dispute will be at the written request of one of the parties submitted for the consideration of the Arbitration Court of the . . ……….. Trade Chamber, ……….. the decisions of which will be final, liable to no protest, appeal and irrevocability and will be obligatory for both parties.
Any alterations and amendments to this Contract shall be valid only if made in writing and duly signed by authorized representatives of both parties concerned.
After the contract has been signed all the previous negotiations and correspondence pertaining to it become null and void. Neither party is entitled to transfer their rights and obligations to a third party without a written consent of the other contracting party. The present Contract shall be valid from the date of signing.
Legal Addresses of the Parties.