Contract No
DATE:
ABC company, herein after referred to as "Buyer", in person of the General Director Mr. xxx, acting on the basis of the Statute, on the one hand, and “xy company”., hereinafter referred to as "Seller" in person of the General President Mr. xxx, acting on the basis of the Statute, on the other hand, hereinafter together referred to as "parties", have concluded the present contract (hereinafter - "Contract") as following:
1. Subject of Contract
1.1. Seller shall sell, but Buyer shall buy the bearings of Seller (hereinafter referred to as “Goods”). The assortment, prices, quantity and value of Goods lots shall be mentioned in the appropriate Specifications to the present Contract forming its integral part.
2. Base terms of delivery of Goods
2.1. Goods shall be delivered on terms CIF (Cost, Insurance and Freight) Odessa, Ukraine (INCOTERMS-2000), if another delivery basis for a separate Goods lot is not defined in the appropriate Specification.
2.2. Goods shall be delivered by truck, by sea or by another mean of transport.
2.3. Delivery time of a lot of Goods according to the delivery basis determined in point 2.1. of Contract is 135 (one hundred and thirty five) calendar days from the date of the opening of the letter of credit, mentioned in point 4.1. of Contract.
2.4. Delivery date of Goods is considered to be the date of Goods actual transfer and the submission of all the accompanying documents from the forwarding agent pointed by Seller to the forwarding agent pointed by Buyer at the place determined in the delivery basis of Goods in point 2.1. of Contract.
2.5. Goods insurance shall be carried by Seller according to the conditions corresponding to the class “A” (“all-risks insurance”) of the “Institute Cargo Clauses, Institute of London Underwriters”. The insurance amount shall make 110 (one hundred and ten) % of the Goods value mentioned in the Specification. Buyer shall be mentioned as the beneficiary in the insurance contract (insurance policy). Insurance payment shall be effected in the currency of Contract.
3. Amount of Contract
3.1. The total value of Contract is 1000000 (one million) USD.
3.2. The payment due to Contract shall be effected in the currency of Contract- USD.
4. Terms of payments
4.1. Buyer shall pay the lot of Goods in the form of the irrevocable documentary letter of credit (hereinafter referred to as “Letter of Credit”). Letter of Credit shall be open for the term of 135 (one hundred and thirty five) calendar days by the bank of Buyer (HVB Bank Ukraine), in favour of Seller during 15 (fifteen) banking days from the date of signing by Parties of the appropriate Specification and valid by payment with postponement.
4.2. The payment from Letter of Credit shall be effected against the set of duly issued documents submitted by Seller and specified in point 4.3. of the present Contract in 45 (forty five) calendar days from the date of the lot of Goods dispatch, but not later than Letter of Credit period of validity.
4.3. The set of the documents necessary and sufficient to draw the money from Letter of Credit: - Commercial invoice (3 (three) originals, 3 (three) copies);- Complete set of Bill of Lading,
issued to the order of NOC International, Kharkiv, Ukraine, with indication in the column Notify – NOC International, Kharkiv, Ukraine, marked “freight prepaid” – 3 (three) originals and 3 (three) copies;- Certificate of origin, issued by China Council For The Promotion of International Trade (original);- Set of insurance policies in which Buyer is mentioned as the beneficiary (original).
4.4. The set of documents determined in point 4.3. of Contract shall be furnished to the Letter of Credit issuing bank during 40 (forty) calendar days from the date of dispatch, but within the validity period of Letter of Credit. Partial shipments and transshipments are allowed.
4.5. Buyer shall pay all the bank charges within the territory of Ukraine and the Seller shall pay all the bank charges outside the Ukrainian territory.
5. Force-majeure
5.1. If force-majeure circumstances take place, i.e. fires, earthquakes, military actions worsening or hampering the performance by any of Parties of the obligations due to Contract, the term of performance of Parties’ obligations shall be postponed due to the time, during which such circumstances will take place. The chamber of commerce or other competent bodies of corresponding country of Seller, Buyer or other neutral country shall confirm these circumstances.
5.2. Party that is not able to fulfil its obligations due to Contract shall inform the other Party during 10 (ten) calendar days from the date of beginning of the force-majeure circumstances and provide the other Party with the documents confirming the force-majeure circumstances. If force-majeure circumstances take place 1 (one) month and more, each of Parties can abandon to fulfil its obligations due to Contract, and then none of Parties will have right to demand from the other Party to compensate possible losses.
6. Sanctions and claims
6.1. In case of nonfulfilment of article 2.3. of the present Contract (except the force-majeure circumstances determined and confirmed in accordance with article 5 of the present Contract) Seller is obliged to pay at Buyer’s claim 0,3 % penalty of the amount of undelivered Goods for each day of delay in delivery.
6.2. In any case in 80 (eighty) calendar day term from the date of the payment from Letter of Credit Seller is obliged either to procure the delivery of Goods in their complete volume or to pay back transferred to him money (at the request of Buyer with the account of penalty) to Buyer’s bank account, mentioned in Article 12 of Contract.
6.3. In case of nonfulfilment of article 9.3. of the present Contract, Seller is obliged to pay at Buyer’s claim 0,3 % penalty of the amount of not replaced Goods for each day of delay in the Goods replacement.
6.4. In any case during 60 (sixty) calendar days from the date of sending by Buyer to Seller of the written (via fax) notification concerning the nonconformity of Goods to Contract terms (claim) Seller is obliged either to replace such Goods in their complete volume or to return their value (at Buyer’s request with the account of penalty) to Buyer’s bank account, mentioned in article 12 of Contract.
7. Arbitration clause
7.1. Disputes and differences that can appear due to the performance of Contract, shall be transferred to the International Commercial arbitration court attached to Chamber of Commerce and Industry of Ukraine (Kyiv, Ukraine). The corresponding court decision will be
final and obligatory for both Parties.
7.2. Parties shall use material law of Ukraine for settlement of any disputes that can arise due to Contract.
8. Claims
8.1. Buyer shall register claims for the delay of Goods delivery, for quality and quantity of Goods in time according to the international standards.
8.2. All the acts (weight certificates, damage expertise), that confirm the claim, shall be formed by competent neutral organizations of the Buyer’s country.
9. Warranties and quality of the Goods
9.1. Seller warrants the quality of Goods and their full conformity with the terms of the present Contract.
9.2. The warranty period is 12 (twelve) calendar months from the date of delivery.
9.3. If Goods happen to be defective or not to be in full conformity with the terms of Contract within the warranty period, Seller is obliged to replace such Goods during 60 (sixty) calendar days from the date of the receipt of the written (via fax) notification (claim) from the Buyer concerning the nonconformity of Goods to the terms of Contract. All the charges as for Goods replacement shall be carried by Seller.
9.4. The provisions of point 9.3. of Contract shall not be applied to the Goods damaged due to the irregular operation.
9.5. The quality of Goods shall be in the full conformity with the technical norms and standards of Buyer’s country. Seller shall enclose the Certificate of Origin and the Certificate of Conformance (Quality) to the shipped Goods.
10. Other terms
10.1. The present Contract comes into force from the date of its signing by both Parties and it is valid until both Parties fulfil their own obligations.
10.2. Contract can be cancelled with the agreement of both Parties, or due to the initiative of one of the Parties, which is obliged to present its own claims in written form as for the performance of obligations due to the present Contract. The Party that got claim is obliged to state their own offers as for settlement of a conflict within 10 (ten) calendar days from the date of receipt of the claim. If Parties can not come to the agreement, Contract shall be cancelled during 10 (ten) days from the date of receipt of information about it.
10.3. None of Parties can transfer their own rights and duties, coming from Contract, to the third parties without written agreement of the other Party.
11. Miscellaneous
11.1. After the conclusion of the present Contract all preceding negotiations and correspondence become void and null.
11.2. All addenda and alterations to Contract are valid, only if they are done in writing and signed by authorised persons of both Parties. Fax copies of the documents, executed within Contract, are of equal value of the originals.
11.3. Contract is formed in two copies in Russian and English, one for each of Parties, both copies being authentic.
11.4. In case of the divergence between the Russian and English contract text the final one shall be Russian, including the disputes settlement through arbitration.
12. Legal addresses and requisites of Parties
12.1. Seller:
12.2. Buyer
on behalpf of Buyer _______________оn behalf of “Seller” __________________