Translation of external economic contract 2

C O N T R A C T № _______

Mozyr ______________

The JSC “—-”, Mozyr-11, Republic of Belarus, represented by the General Director Mr. A.A. Kuprijanov, acting on the basis of the company’s Statute, hereinafter referred to as the “Buyer” on the one hand, and company ___________, _______, represented by __________, acting with conformity with company’s Statute, hereinafter referred to as the “Seller”, on the other hand, have concluded the present Contract for the following:

 

1. Subject of the Contract

1.1 The Seller sells and delivers and the Buyer buys and takes over on terms FCA __________, _____, Seller’s warehouse (Incoterms 2000) __________and spare parts, hereinafter referred to as the “Goods” in conformity with prices, quantities and technical data given in Appendix № 1.

 

Appendix № 1 is an integral part of the present Contract.

1.2 The equipment purchased by the Buyer for its own manufacture and consumption.

2. Price and Total Value of the Contract

2.1. The Total Contract value amounts to:

_________

2.2. Contract Price is determined on the basis of delivery FCA _______, _____, Seller’s warehouse in accordance with “Incoterms” 2000.

2.3. The Contract price is fixed for the whole duration of the Contract validity.

3. Terms of Payment

3.1. Payment for the equipment shall be effected in ______ as follows:

within 30 (thirty) days from the date of signing this Contract, the Buyer shall open in favor of the Seller an irrevocable confirmed documentary Letter of Credit for hundred per cent (100%) of the total Contract value.

 

The L/C shall be valid during ___ weeks.

The L/C shall be confirmed by a first class European bank.

Letter of Credit shall be opened in English and meet “Unified Customs and Practice of Documentary Credit” (issue of International Chamber of Commerce, 1993, UCPDC 500).

The Letter of Credit shall be paid as follows:

– 100% of the total contractual sum shall be paid upon submission to the bank of the following documents:

a) original invoice on the shipped Goods;

 

b) original of truck waybill (CMR) issued to the Buyer’s name, destination Mozyr, Belarus with carrier’s stamp evidencing receipt of the Goods;

 

c) original of packing list set;

 

d) original of Quality Certificate;

e) copy of the Certificate of origin issued by Chamber of Commerce;

f) copy of the Permit of Promatomnadzor of Republic of Belarus for Goods manufacturing.

3.2. All bank expenses related to the payments in connection with the present Contra`ct execution in the Buyer’s country shall be paid by the Buyer and expenses outside the Buyer’s country shall be paid by the Seller.

3.3. All expenses related to the extension of L/C validity, indicated in clause 3.1. or new L/C opening shall be paid by the party responsible for the extension.

3.4. The costs on L/C confirmation are at the Seller’s expense.

4. Terms of Delivery

4.1. Basis of delivery – FCA _____, Seller’s warehouse (Incoterms-2000). The Goods delivery shall be made in accordance with requirements specified in the Appendix № 1 to the present Contract.

4.2. The Goods under the Contract shall be delivered until __________.

4.3. The date of equipment deliver to forwarder (date of waybill document) is considered as the delivery date.

4.4. The Seller shall notify the Buyer the address of the Goods location, quantity, weight and dimensions of every piece, kind of package not later than two weeks before readiness for dispatch.

4.5. The Goods shall correspond the conditions of the present Contract, shall be verified, packed and delivered at the disposal of the Buyer in a stipulated terms.

 

4.6. Consignee’s address: JSC “—-“, Republic Belarus, 247760, Mozyr-11, Gomel region, PTO 15341.

4.7. The Seller is obliged to present the documents stated below, which are routed to the Buyer by supply together with the cargo:

– Waybill – 3 in original and 2 copy.

 

– Invoice – 4 copies.

– Packing sheet – 4 copies.

 

– Certificate of Origin, issued by Chamber of Commerce – 1 original.

 

– Copy of the Quality Certificate.

– Copy of the Conformity Certificate.

– Copy of Permission of Promatomnadzor of the Republic of Belarus.

– Technical Passport of the Goods and Mounting and Assembly Instructions in Russian.

 

4.8. The Goods can be delivered by Seller’s branch companies.

4.9. Ahead of schedule deliveries and transshipment are acceptable.

4.10. Separate batch is allowed.

4.11. Shipment is effected from _______.

5. Packing, Marking, Shipment

5.1. The Goods shall be shipped in export packing suitable for the delivery by truck and the type of supplied equipment.

The packing shall protect the cargo from any damage, corrosion during transportation by all kinds of transport taking into account probable transhipments in route and long storage time.

5.2. Before packing all the machined parts of the Goods shall be preserved to prevent equipment deterioration during transportation and storage.

 

 

5.3. Each cargo package shall be provided with a Packing Sheet indicating the following: list of items, quantity, type (model), series number, box number, item number as per specification, net and gross weights, Contract number.

 

One copy of Packing Sheet in waterproof envelope shall be put into the box together with the Goods.

One copy of Packing Sheet in waterproof envelope shall be fixed to the outside box wall or directly to the Goods, if the Goods is shipped without boxes.

5.4. The boxes shall be marked on both sides. The following information shall be marked with indelible paint on each box in Russian and English:

Top

With care

Don’t turn over

Box N

Contract N

Gross weight __ kg, Net weight __ kg,

Box dimensions in cm

(length, width, height)

Seller

Buyer

On the boxes which height exceeds 1 meter, the gravity centre shall be marked with a “+” sign and letters “ЦT”.

5.5. The boxes shall be numerated with fractional numbers where the numerator means the No of a box and the denominator means the total quantity of boxes.

5.6. The Seller shall be responsible for all eventual losses or damages caused by inadequate or unsuitable preservation, packing and marking and also for losses due to delivery to wrong destination as a result of inadequate or wrong marking.

 

5.7. Within 7 days period before the Goods shipment the Seller shall agree with Buyer and if will be necessary to adjust the form and content of the shipment documents.

6. Responsibilities of Parties

6.1. In case of failure to meet the delivery dates agreed upon as per clause 4.2 of this Contract the Seller shall pay to the Buyer a penalty at the rate of 1% of the value of the equipment not delivered in due time for each calendar week.

 

However, the total amount of the a.m. penalty shall not exceed ___% of the total Contract sum.

The Seller shall inform by fax the Buyer about the readiness of the Goods for dispatch not later than two weeks before this moment. In case Buyer has not picked up of the Goods within 15 days from date of readiness for dispatch the Buyer shall pay to the Seller a penalty at the rate of 2% of the total contract sum for each calendar week.

When calculating the penalty, a period less than 3 (three) calendar days shall not be taken into consideration, but a period exceeding 3 (three) calendar days shall be considered as a full week.

6.2. The Seller is obliged to pay the Buyer the penalty at the rate of 0,1 % from the sum of issued invoice for each day of delay of Seller’s obligations fulfillment in accordance with Contract clause 7.5. and clause 7.6.

6.3. In case of short delivery of the Goods under the present Contract and money withdrawal under Letter of Credit on total sum of the present Contract the Seller shall pay the Buyer the penalty at the rate of 2 % of the non-delivered Goods sum received under L/C for each day of delivery delay exceeding 40 days from the withdrawal date, but not more than total value of non-delivered Goods.

7. The Goods Quality Guarantee

7.1. The Good is to be new, the quality of the supplied Good shall be confirmed by Quality Certificates.

The Seller guarantees that:

a) supplied Good will be of the sound technical level accepted for the given type of equipment in the Seller’s country by the moment of Contract signing;

b) high quality materials, high grade machining and technology will be used for Good fabrication;

 

с) the completeness of the supplied Good will meet the requirements of the Contract and provide safe, reliable and trouble free operation;

d) standard drawings and technical specifications will be of high quality, fully complete and sufficient for the Good installation and operation.

7.2. The Seller shall guarantee quality of the Good supplied under this Contract during __months from delivery date or ___months from the date of the equipment putting in operation whatever is sooner.

 

7.3. Should defects of the Good be revealed within the guarantee period, or should the Good not meet the Contract terms, or fail to achieve specified performance or lose it, the Seller shall at his expense and upon Buyer’s request either eliminate the defects or replace the defected Good with new proper one, which shall be delivered without delay.

 

7.4. The defective Goods or parts of it shall be returned to the Seller at his expense upon delivery of the new Goods or parts of it.

7.5. If the Buyer eliminate the defects by his own forces, the Seller shall reimburse to the Buyer the expenses incurred within 10 banking days from the date of issuing of the invoice.

 

7.6. In case of short-delivery or guarantee replacement of the Goods under the present Contract, the Seller is obliged to reimburse the Buyer the all charges connected with additional delivery or replacement of the Goods under the guarantee within 10 banking days from the date of issuing of the invoice by the Buyer.

7.7. In the case of defects elimination, the guarantee period shall be prolonged accordingly. In the case of replacing the faulty Good or parts of it the new guarantee period shall be calculated from the date of replacing.

7.8. The Seller shall not be liable to the Buyer if the operating conditions do not comply with project design specifications and the requirements stated in the operating instructions.

8. Claims

8.1. Should the supplied Good not be in compliance with the Contract, the Buyer shall notify the Seller as soon as possible after a defect has been revealed.

8.2. Claims are made by the Buyer against the Seller within 3 months upon termination of guarantee period should the defect of the Good having the documentary confirmation to be found during the guarantee period.

8.3. The claim shall include as minimum:

 

– Contract number;

– data allowing to determine for which particular Good the claim is made, e.g., transport documents or other references, etc.;

 

– subject of the claim (wrong quantity, defects, etc.);

– detailed requirements of the Buyer.

8.4. Should any data be missing in the claim, the Seller shall inform the Buyer without delay what data shall be added to the claim.

 

Should the Seller fail to fulfil this obligation, the Seller shall not be entitled to state that the claim was not complete.

8.5. The date of registered sending the letter or the telegram, or the date of fax sending, or the date of claim handing over by one Party to the other Party shall be deemed as a date of claim.

8.6. The Seller is to consider and inform the Buyer within 15 days including the date of its receipt if the received claim is accepted or rejected.

8.7. Claims on incomplete delivery could be accepted by the Seller within 6 months from the date of delivery.

9. Force Majeure

9.1. The Parties shall not be responsible for partial or complete failure to fulfil their obligations under this Contract, except the obligation of advanced payment return, if such a failure results from Force Majeure, i.e. fire, flood, earthquake, epidemics, acts of God, war, military operations of any kind, blockades, strikes, prohibition of export or import etc., and if these circumstances directly affect the performance of the present Contract.

9.2. If these circumstances continue more than 6 (six) continuous months, each Party shall have the right to terminate further execution of the obligations under this Contract and neither of the Parties shall have the right to claim for any possible damages incurred.

 

The Seller shall immediately reimburse to the Buyer all the sums paid by the latter under the Contract with exception of the payments for the Goods having been already supplied.

9.3. The Party affected by force majeure event shall notify the other Party by telex or cable of the beginning and cessation of the above circumstances not later than 10 days from the date of their beginning or cessation.

9.4. Delayed, more than 10 days, notification on the beginning and cessation of these circumstances shall deprive the Parties of their right to refer to such circumstances in future.

9.5. Statement issued by the Chamber of Commerce in the country of the Seller or the Buyer shall be sufficient proof of the above circumstances existence and duration.

 

10. Arbitration

10.1.Both Parties shall take all measures to settle any disputes and differences, which may arise out of the present Contract or in connection with it through negotiations between the parties.

 

10.2. In case the Parties fail to arrive at an amicable settlement, all disputes, discrepancy or claims arising from or in connection with the present Contract or its violation, cancellation or invalidity, are subject to the final settlement through Arbitration according to provisions of Arbitration of the Chamber of Commerce in Stockholm.

10.3. Arbitration shall consist of three arbitrators. Arbitration shall take place in Stockholm, Sweden.

10.4. The present contract is a subject to the law of substance of the Sweden.

10.5. Arbitration shall be carried out in English.

11. Confidentiality

The provisions of the Contract and all correspondence between the Parties during the validity of the Contract shall be deemed as confidential and cannot be disclosed to the third persons.

12. Other Terms

12.1 The present Contract becomes effective from the date of signing by both the Parties and remains effective up to 31/12/2008.

And in respect of mutual payments and guarantee until complete execution of obligations by the Parties.

The Contract has been made up in the Russian

and English languages in two copies, one original copy for each of the Parties, both texts having the same value.

12.2. All Appendixes to the present Contract shall be an integral part hereof.

12.3. All amendments and addendum to the present Contract shall be effective only if made up in writing and signed by duly authorized representatives of the both Parties.

12.4. Neither of the Parties shall have the right to assign their rights and obligations under this Contract to any third party without written consent of the other Party.

12.5. All and any previous negotiations and correspondence pertaining hereto shall be considered null and void from the date of Contract signing.

12.6. Upon the Parties agreement the acceptance of the Goods may carry out at the Seller’s shops with participation of Buyer’s inspectors.

The procedure of the Goods acceptance shall be in accordance with the Seller’s accepted procedure rules, but in any case coordinated with the Buyer.

12.7. In case of agreement of carrying out the equipment acceptance, the delivery of Goods without acceptance of Buyer’s inspectors shall be possible only upon Buyer’s permit made in writing.

12.8. Supervision services shall be a subject of a separate appendix hereto mutually agreed by Parties.

When he will be ready for supervision services Buyer shall inform about it Seller by fax.

Seller shall to begin of supervision services within 20 days from date of official notification by Buyer about readiness.

 

13. Legal Addresses of the Parties

SELLER:

__________

SELLER’S BANK REQUISITES:

___________

 

BUYER:

Joint stock company “—-”

 

 

—–

BUYER’S BANK REQUISITES:

__________________

ПРОДАВЕЦ/SELLER