075998 151b2 primery kontraktov na angliyskom yazyke

8/2/2019 075998 151B2 Primery Kontraktov Na Angliyskom Yazyke

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SUBJECT OF THE CONTRACT

CONTRACT N____

Moscow "___"_________199__.Company ___________________, hereinafter referred to as the

"Sellers", on the one part, and Company ___________________, Moscow, RF, hereinafter referredto as the "Buyers" on the other part, have concluded the present Contract for the following:

N____

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1. Subject of the Contract

Example 11.1. The Sellers have sold and the Buyers have bought on the conditions f.o.b. __________ franco-

railway car-border ___________ the following equipment: _________________in full conformity

with the technical characteristics and in complete scope of supply specified in Appendix N ___.

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1. Subject of Contract

Example 2The Sellers have sold and the Buyers have bought the equipment hereinafter referred to as "goods"

on terms f.o.b.-stowed port _________________.The Sellers will deliver to the Buyers f.o.b. port

____________ or free on rail ________________ frontier or f.o.b. airport _________________ or

will send by post to the address __________________________(description of equipment,instruments, etc., their technical specification or reference to quotation or to Catalogue number),

complete with standard spare parts, required technical documentation and corresponding

accessories.

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PRICES AND TOTAL VALUE

2. Prices and Total Value

Example 11. The total value of the equipment, spare parts, tools, technical documentation and services in the

volume of the present Contract amounts to ___________________2. The prices per item are

specified in Appendices No ________________3. The prices are firm and subject to no

alteration.4. The prices are understood ___________________stowed, franco-railway car-border

_____________________ or in accordance with other basis conditions of delivery including the

cost of packing, marking and other delivery expenses.

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Example 2The total amount of the Contract is _________________. The prices are firm for the duration of

the Contract, not subject to any alterations and understood to be f.o.b. ________ including export

sea packing, marking, port and dock dues on the cargo, attendance to custom formalities, loading

into holds, crane, stevedoring, stowing of the cargo in the hold and / or on deck, lashing and

securing as well as the cost of materials used for this purpose.

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TERMS OF PAYMENT

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3. Terms of Payment

Example 1Payments at the rate _________ of per cent of the value of the delivered equipment are to be

effected in _________ (currency) within 30 days of the date of receipt by the Buyer' Bank

_________ of RF of the following documents for collection:Seller's specified invoice-one Original

and 2 copies (where Contract number and Trans are to be indicated);Complete set of "clean-on-

board" Bills of Lading issued destination RF port ____________________ in the name of_____________ a duplicate of the international railway bill issued destination railway station

______________ in the name of the chief of this station for further transportation by means of

railways through the railway stations _______________ to the railway station ______________

for ____________________

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3. Terms of Payment

Example 2_________ per cent of value of the delivered equipment are to be paid upon expiration of the

guarantee corresponds to quantitative and qualitative indices stipulated in the Contract.Payment of

this amount is to be effected upon expiration of the guarantee period within 30 days of receipt by

the Buyers of the Seller's invoice and provided there are no grounded claims from the Buyers.All

Bank expenses for collection are to be paid as follows:- all expenses of the Bank of the Sellers'

country to be borne by the Sellers;- all expenses of the Commercial Bank of the Buyers to be borne

by the Buyers.Payment for the delivered equipment is to be effected in _____________ by

collection in the following way: _________ per cent of the value of the completely delivered

equipment to be paid within _____________ days upon receipt by the Buyers of the following

documents:a) Original and two copies of the detailed invoice.b) Packing list in triplicate;c) Two

original "clean-on-board" Bills of lading issued in the name of _______________________;d)

Copy of export licence, if required;e) Work's certificates in triplicate.

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DELIVERY DATES

4. Delivery DatesThe equipment specified in Clause 1 of the present Contract is to be delivered complete as follows:

____________________________.By the time stipulated the equipment is to be manufactured in

accordance with the Contract conditions, tested, packed, marked and delivered f.o.b.

_________________________All the questions connected with shipment of the goods are to besettled in accordance with the Buyers' Forwarding Agent: __________________________.By the

first of the month preceding the month of delivery the Sellers are to notify the Buyers by cable

about the date of the readiness of the goods for shipment from the port

________________________ station the weight and the cubic volume of the cargo. The same

notification is to be sent to the Buyers' Forwarding Agent.Within 24 hours after shipment of the

goods the Sellers are to let the Buyers know by cable the date of shipment, Contract and Trans

numbers, the number of the Bill of Lading, the denomination of the equipment, the quantity of the

vessel and the port of destination. The above cable notification must be confirmed by a letter.

The delivery date is understood to be the date of the "clean-on-board" Bill of Lading issued in the

name of the Buyers, destination _________ Port of RF.If on the expiration of 30 days from the

date of the readiness of the goods for shipment the shipping facilities are not available and so thegoods cannot be shipped from the port of ______________ the Sellers have the right to hand over

the goods to the Buyers' Forwarding Agent. In this case the date of the Forwarding Agent's receipt

is considered to be the date of delivery.

After handing over the goods to the Buyers' Forwarding Agent all the expenses connected with the

storage of the goods up to the moment of loading them on board a ship are to be covered by the

Buyers.However it does not release the Sellers at their own expense, to secure and to stow them in

the hold and / or on deck of the ship and etc. in accordance with Clause 2 of the present Contract.

If the goods are not ready for shipment by the date of arrival of the vessel the Sellers are to cover

the losses the Buyers may sustain in connection with demurrage and / or underloading of the ship

(dead freight)

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PACKING AND MARKING

5. Packing and Marking

Example 11. The equipment is to be shipped in export packing corresponding to the nature of each particular

type of the equipment.2. The packing is to secure the full safety of the goods from any kind of

damage and corrosion during its transportation.The goods are to be packed so as not to allow for

their free movement inside the package when it changes its position.

3. The Sellers shall be responsible to the Buyers for any damage to the goods owing to the

improper packing.4. Should separate parts of equipment exceed the overall dimensions, permitted

for the transportation by railway, the Sellers are to agree upon such dimensions of the cases withthe Buyers before manufacturing the equipment.

5. The cases in which the equipment is packed are to be marked on three sides - on two opposite

sides and on the top of the case.6. The marking shall be clearly made with indelible paint both in

___________________________ and in Russian languages, stating as follows:Contract NTrans

NCase NNet weightGross weightDimensions of the case in cm (length, width, height)

7. The packages for which special handing is required shall have additional marking: "Handle with

care", "Top", "Do not turn over".8. On oversize and heavy packages as well as on the cases the

height of which exceeds one meter and / or the weight exceeds 500 kg there must shown the center

of gravity on each package with the indelible paint by the mark + and the letters .

9. The Sellers are responsible for additional transport and storage charges incurred due to the

dispatch to a wrong address caused by improper or incorrect marking.

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Example 2The goods are to be shipped in export seaworthy packing suitable for the type of the goods to be

delivered. The goods are to be packed in accordance with the rolling-stock of the railways of the

RF. Packing is to protect the goods against any damage or corrosion when the goods are

transported by sea and by railway and to provide for possible transshipment of the goods on the

way to the place of destination and for a long storage of the goods is to be suitable for crane.

The Sellers are to issue a detailed packing list for each case. The contents of the case, the quantity

of the packed articles, their type or model, the works number, the corresponding number of the

item of specification, net and gross weights, the Contract and Trans numbers are to be indicated inthe packing list. One copy of the packing list in a water-proof envelope is to be packed in the

corresponding case together with the goods and one copy of same, covered with a tin plate is to be

fixed on the outer side of the case.

All cases are to be marked on two opposite sides . Each package should bear the following marks

in indelible paint:Contract No:Sellers:Buyers:Trans No.Case No:Gross weightNet

weightDimensions of the casesin cm / length, width, height/

The packages for which special handling is required shall have an additional marking:"With

care""Top""Do not turn over"as well as other indication, if necessary.

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GUARANTEE

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6. Guarantee

Example 11. The Sellers guarantee:1.1. That the equipment supplied and technological process, automation

and mechanization are in full accordance with the highest world technical achievements and meet

the highest standards for this type of the equipment existing at the time of delivery;1.2. High

quality of the materials used in the manufacture of the equipment and high quality of themanufacture and assembly;

1.3. That the equipment to be supplied has been manufactured in full conformity with the

description, technical specification and with the conditions of the Contract;1.4. That the

completion of the equipment to be delivered and the technical documentation supplied is in

accordance with the requirements specified in the Contract.

2. The period of guarantee of the normal and trouble-free operation of the equipment is to be 12

months from the date of putting it into operation but not later than 18 months from the date of

shipment of the complete equipment.The above period will be accordingly extended if start-up of

the equipment is deferred or the operation of the equipment is stopped.

3. If the defects cannot be eliminated, the Buyers have the right to reject the defective equipment

or to request a corresponding reduction from its price.In case the Buyers reject the equipment andthe Sellers for the latter's account the faulty equipment and the Sellers are to repay the Buyers with

7% interest per annum.

4. If during the commissioning period and / or during the guarantee period the equipment or

technical documentation prove to be defective and / or incomplete and / or not in conformity with

the Contract conditions, then irrespective of the fact that such deficiencies could be found during

the Sellers' or their subcontractors' works, the Sellers undertake to eliminate at their expense the

detected defects immediately at the Buyers' request by means of repairing or replacing the

defective equipment or parts thereof with new ones of good quality.

In this case the Buyers are entitled to demand from the Sellers payment of penalty for delay in

delivery at the rate and in accordance with the procedure stipulated in the Contract, beginning from

the date when the claim has been made till the date elimination of the defect or till the date ofdelivery of new equipment instead of the rejected one.

5. The replaced defective technical documentation, equipment and / or units are to be returned to

the Sellers at their requested for their account within the period agreed upon by the Parties. All the

transport charges and other expenses connected with the return and / or the replacement of the

defective equipment both on the territory of the Buyers' country and the transit country as well as

on the territory of the Sellers' country are to be borne by the Sellers.

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6. Guarantee

Example 2The Sellers guarantee:a) that quality of the goods is in full conformity with the Contract

conditions;b) that the delivered goods correspond to the highest standards existing in the Sellers'country for the goods in question at the moment of execution of the Contract;c) high quality

materials, first-rate workmanship and high standard manufacture, assembly and technical text;d)

that the complete set of the delivered goods and technical documentation fully corresponds to that

stipulated by the Contract.

The guarantee period is _________________ months from the date of putting the goods into

operation, but not more than ____________ months from the date of delivery.Should the goods

prove to be defective during the period of guarantee, or not correspond to the conditions of the

Contract, the Sellers at their own account are to undertake at the Buyers' option either to remedy

the defects or to replace the defects or to replace the defective goods with new ones without delay

on terms stated by the Buyers.At the request of the Sellers the faulty goods or parts of the goods

are to be returned to the Sellers at their expense after delivery of the replaced ones.If by mutualagreement between the Parties the elimination of defects is effected by the Buyers, the Sellers are

to compensate the Buyers for all the expenses incurred by the Buyers in connection with this

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elimination.In case the elimination of the defects or the replacement of faulty parts take place the

guarantee period is to be prolonged for the period used for such elimination or replacement.If

neither party can eliminate the defects the Buyers have the right either to demand from the Sellers

the proportionate decrease in the price of the goods delivered or to cancel the Contract and in this

case the Sellers are to compensate the losses the Buyers may sustain.

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FORCE MAJEURE

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7. Force Majeure

Example 11. The Parties are released from responsibility for partial or complete non-fulfilment of their

liabilities under the present Contract, if this nonfulfilment was caused by the circumstances of

Force Majeur, namely: fire, flood, earthquake, provided the circumstances have directly affected

the execution of the present Contract.In this case the time of fulfilment of the Contract obligations

is extended for the period equal to that during which such circumstance last.

2. The Party, for which it became impossible to meet obligations under the Contract, is to notify in

written form the other Party of the beginning and cessation of the above circumstances

immediately, but in any case not later than ten days of the moment of their beginning. The

notification of Force Majeure circumstances not made within 15 days deprives the corresponding

Party of the right to refer to such circumstances in future.

3. The written evidence issued by the respective Chambers of Commerce will be a sufficient proof

of the existence and duration of the above Indicated circumstances.4. If these circumstances last longer than six months, then each Party will be entitled to cancel the

whole Contract or any part of it and in this case neither Party shall have the right to demand any

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compensation of eventual losses from the other Party.The Sellers undertake in this case

immediately to return all the advanced amounts paid by the latter under the present Contract.

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7. Force Majeure

Example 2

The Parties will be released from their responsibility for partial or complete non-execution of theirliabilities under the Contract, should this non-execution be caused by the circumstances of force

majeure, namely: fire, flood, earthquake.The Party which is unable to fulfil its obligations under

this Contract is to inform immediately the other Party of the occurrence and cessation of the above

circumstances. The certificates issued by the Chamber of Commerce of the Sellers' or the Buyers'

country accordingly will be a proof of the existence and the duration of such circumstances.

Should the duration of the above circumstances exceed ____________ months, each Party will

have the right to refuse from future fulfilment of its obligations under the Contract and in this case

neither Party will have the right to demand any compensation of eventual losses from the other

Party.The Sellers must immediately reimburse the Buyers for all the amounts received from the

latter under the present Contract plus ______________% per annum.

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SANCTIONS

8. Sanctions

Example 11. In the event of the Sellers' delay in the supply against the dates stipulated in the Contract the

Sellers are to pay to the Buyers penalty at the rate of 0,5% of the value of goods not delivered in

due time for every week of the delay within the first four weeks and 1% for every subsequent week

but not more than 10% of the value of the equipment not delivered in due time.

2. The penalties will be deducted from the Sellers' invoices when they will be paid by the Buyers.In case the Buyers for any reason do not deduct the penalty when paying the Sellers' invoice the

latter is obliged to pay the penalty amount at the first request of the Buyers.

3. Should the delay in delivery exceed four months the Buyers shall have the right to cancel the

Contract or a part thereof.

4. Should the shipment of the equipment not be notified with delay, the Sellers are to pay to the

Buyers penalty at the rate of 0,1% of the value of the equipment already shipped.

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8. Sanctions

Example 2If the delivery date stipulated by the Contract is not observed, the Sellers are to pay to the Buyers

penalty at the rate of ______% of the value of the equipment delayed for each commenced week

for the first four weeks of delay, and ________% for each following commenced week thereafter.

However, the total amount of the penalty is not to exceed ________% of the value of the

equipment delay.In case of delay in delivery exceeding _________ months the Buyers have theright to cancel the Contract wholly or partially without any compensation of the losses the Sellers

may sustain in connection with such a cancellation. In this case the Sellers are obligated to pay to

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the Buyers penalty for delay in delivery at the rate of ________% of the value of the delayed

equipment and to return back all the amounts received from the Buyers prior to the cancellation of

the Contract, plus _________% interest per annum.The rate of the penalty is not subject to

alterations by arbitration. The penalty amount is to be deducted from the Sellers' invoices when

payment is effected by the Buyers. Should the Buyers fail to deduct the Sellers' invoice for some

reason or other the Sellers are to pay it immediately at the Buyers' request.

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ARBITRATION

9. Arbitration1. All disputes and differences which may arise out of or in connection with the present Contract

will be settled as far as possible by means of negotiations between the Parties. If the Parties do not

come to an agreement, the matter, without recourse to Courts of law, is to be submitted for

settlement, to Arbitration, with its seat in Stockholm, Sweden.

2. Arbitration shall be established as follows:The Party which wishes to refer the dispute to

Arbitration shall notify the other Party by a registered letter stating the name and the address of the

arbitrator chosen who can be a citizen of any country as well as the subject of the dispute, date and

Number of the Contract.Within 30 days of the receipt of the above letter the other party shall

choose its Party of it by a registered letter stating the name and the address of the arbitrator chosen.

3. If the Party which has received the notification of the dispute being submitted to Arbitration

fails to choose its arbitrator within the said period, the latter, at the other Party's request, will be

appointed within 30 days of the date of the application by the President of the Chamber of

Commerce in Stockholm.

4. Within 30 days the arbitrators shall choose an Umpire, if the arbitrators fail to agree upon the

choice of the Umpire within 30 days after they have been nominated, at the request of either Party

by the President of the Chamber of Commerce in Stockholm, Sweden.

5. The award is to be issued by a majority of votes in accordance with the terms and conditions of

the present Contract, and also the rules of Swedish Material Law.6. The arbitration award shall state the reasons for its decisions and contain information about the

arbitration membership, time and place of the award passed, mention of the Parties' rights to state

an opinion, as well as the allocation of the costs and expenses of the Arbitration between the

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Parties.

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EXPORT LICENCE

10. Export LicenceThe Sellers will take care of bear all the expenses connected with obtaining the necessary licence

for the exportation of the goods under the present Contract to the RF. Not later then the signing ofthe Contract the Sellers are to advise the Buyers if the export licence is granted.In case the Sellers

are unable to obtain the export licence or the export licence is revoked by the appropriate

authorities of the Sellers' country before the end of deliveries or should its validity expire, the

Buyers have the right to cancel the Contract wholly or partially.Should the Contract be canceled

the rights and the obligations of the Parties are to be defined in conformity with Clause 4 (Penalty).

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INSURANCE

11. InsuranceThe Buyers are to take care of and to cover expenses for insurance of the goods with Ingosstrakh

RF from the moment of their dispatch from the Sellers' works up to the moment of arrival of the

same at the Buyers' works.The expenses for insurance from the Sellers' works up to the moment of

loading at the rate of _____% the insurance amount are to be charged to the Sellers' account and

deducted from the Sellers' invoices at the time payments are effected.

Insurance within the whole period of transportation and transshipment will be effected on the

conditions of "Responsibility for Particular Average" according to item 2, paragraph 2 of the"Rules of transport Insurance of the goods", Ingosstrakh, including damages to the goods caused

by cranes, oil, fresh water (excluding moistening) and by other cargo, breakage, theft of the whole

cases or their parts and nondelivery of cases in all the above mentioned circumstances independent

of a degree of the damage.Within ________ months upon signing the Contract the Buyers are to

send to the Sellers the Insurance Policy issued in the name of the Sellers covering insurance of the

goods from the Sellers' works up to FOB port of ______________.

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OTHER CONDITIONS

12. Other conditionsAll the enclosures to the present Contract are to be considered its integral part.All the amendments

and addenda to the Contract are valid only on condition of being made in a written form and signedby both Parties.Neither Party has the right to assign its obligations and rights under the present

Contract to any third Party without written consent of the other Party.After signing the Contract all

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the preliminary agreements, discussions and correspondence between the Parties concerning this

Contract are to be considered invalid.

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LEGAL ADDRESSES OF THE PARTIES

13. Legal Addresses of the PartiesSellers: ___________________Buyers: ___________________The present Contract is drawn up

in the English and Russian languages 2 copies, one copy for each Party, both texts being equally

valid.The Contract enters into force on the date of its signing.Enclosures:Sellers: Buyers:

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TYPICAL CONTRACT

CONTRACT N N

Moscow "___"_________199__.

Company ____________, hereinafter referred to

as the "Sellers", on the one part, and Company__________, Moscow, hereinafter referred to as

the "Buyers" on the other part, have concluded

the present Contract for the following:

. "__"_______ 199_.

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1. Subject of the Contract

1.1. The Sellers have sold and the Buyers have

bought on the conditions f.o.b. ______________

franco-railway car-border ___________ thefollowing equipment: _________________ in

full conformity with the technical characteristics

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and in complete scope of supply specified in

Appendix N ___________________

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1. The total value of the equipment, spare parts,

tools, technical documentation and services in the

volume of the present Contract amounts to

___________________

2. The prices per item are specified in

Appendices No ____________

3. The prices are firm and subject to no alteration.

4. The prices are understood__________________stowed, franco-railway

car-border _____________________ or in

accordance with other basis conditions of

delivery including the cost of packing, marking

and other delivery expenses.

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3. Terms of Payment

Payments at the rate _________ of per cent of the

value of the delivered equipment are to be

effected in __________________ (currency)within 30 days of the date of receipt by the Buyer'

Bank _________ of RF of the following

documents for collection:Seller's specified

invoice-one Original and 2 copies (where

Contract number and Trans are to be

indicated);Complete set of "clean-on-board" Bills

of Lading issued destination RF port

___________ in the name of _______________ a

duplicate of the international railway bill issued

destination railway station _______________ in

the name of the chief of this station for further

transportation by means of railways through the

railway stations _______________ to the railway

station ______________ for

____________________

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4. Delivery Dates

The equipment specified in Clause 1 of the

present Contract is to be delivered complete as

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follows: ___________________________.

By the time stipulated the equipment is to be

manufactured in accordance with the Contract

conditions, tested, packed, marked and delivered

f.o.b. __________________________

All the questions connected with shipment of the

goods are to be settled in accordance with the

Buyers' Forwarding Agent:

____________________________.

By the first of the month preceding the month of

delivery the Sellers are to notify the Buyers by

cable about the date of the readiness of the goods

for shipment from the port

_________________________ station the weight

and the cubic volume of the cargo. The same

notification is to be sent to the Buyers'

Forwarding Agent.

Within 24 hours after shipment of the goods the

Sellers are to let the Buyers know by cable the

date of shipment, Contract and Trans numbers,

the number of the Bill of Lading, the

denomination of the equipment, the quantity of

the vessel and the port of destination. The abovecable notification must be confirmed by a letter.

The delivery date is understood to be the date of

the "clean-on-board" Bill of Lading issued in the

name of the Buyers, destination _______ Port of

RF.If on the expiration of 30 days from the date

of the readiness of the goods for shipment the

shipping facilities are not available and so the

goods cannot be shipped from the port of______________ the Sellers have the right to

hand over the goods to the Buyers' Forwarding

Agent. In this case the date of the Forwarding

Agent's receipt is considered to be the date of

delivery.

After handing over the goods to the Buyers'

Forwarding Agent all the expenses connected

with the storage of the goods up to the moment of

loading them on board a ship are to be covered by

the Buyers.However it does not release theSellers at their own expense, to secure and to

stow them in the hold and / or on deck of the ship

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and etc. in accordance with Clause 2 of the

present Contract. If the goods are not ready for

shipment by the date of arrival of the vessel the

Sellers are to cover the losses the Buyers may

sustain in connection with demurrage and / or

underloading of the ship (dead freight)

2

.

,

,

/

/ /


The goods are to be shipped in export seaworthy

packing suitable for the type of the goods to be

delivered. The goods are to be packed in

accordance with the rolling-stock of the railways

of the RF. Packing is to protect the goods against

any damage or corrosion when the goods are

transported by sea and by railway and to provide

for possible transshipment of the goods on theway to the place of destination and for a long

storage of the goods is to be suitable for crane.

The Sellers are to issue a detailed packing list for

each case. The contents of the case, the quantity

of the packed articles, their type or model, the

works number, the corresponding number of the

item of specification, net and gross weights, the

Contract and trans numbers are to be indicated in

the packing list. One copy of the packing list in a

water-proof envelope is to be packed in thecorresponding case together with the goods and

one copy of same, covered with a tin plate is to

be fixed on the outer side of the case.

All cases are to be marked on two opposite sides .

Each package should bear the following marks in

indelible paint:

Contract No:

Sellers:

Buyers:

Trans No.

Case No:

Gross weight

Net weight

Dimensions of the casesin cm / length, width,

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height/

The packages for which special handling isrequired shall have an additional marking:

"With care"

"Top"

"Do not turn over"

as well as other indication, if necessary.

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6. Guarantee

1. The Sellers guarantee:

1.1. That the equipment supplied and

technological process, automation and

mechanization are in full accordance with the

highest world technical achievements and meet

the highest standards for this type of the

equipment existing at the time of delivery;

1.2. High quality of the materials used in the

manufacture of the equipment and high quality of

the manufacture and assembly;

1.3. That the equipment to be supplied has been

manufactured in full conformity with the

description, technical specification and with the

conditions of the Contract;

1.4. That the completion of the equipment to be

delivered and the technical documentation

supplied is in accordance with the requirements

specified in the Contract.

6.

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19


20/52

2. The period of guarantee of the normal and

trouble-free operation of the equipment is to be

12 months from the date of putting it into

operation but not later than 18 months from the

date of shipment of the complete equipment.The

above period will be accordingly extended ifstart-up of the equipment is deferred or the

operation of the equipment is stopped.

3. If the defects cannot be eliminated, the Buyers

have the right to reject the defective equipment or

to request a corresponding reduction from its

price.In case the Buyers reject the equipment and

the Sellers for the lather's account the faulty

equipment and the Sellers are to repay the Buyers

with 7% interest per annum.

4. If during the commissioning period and / or

during the guarantee period the equipment or

technical documentation prove to be defective

and / or incomplete and / or not in conformity

with the Contract conditions, then irrespective of

the fact that such deficiencies could be found

during the Sellers' or their subcontractors' works,

the Sellers undertake to eliminate at their expensethe detected defects immediately at the Buyers'

request by means of repairing or replacing the

defective equipment or parts thereof with new

ones of good quality.

In this case the Buyers are entitled to demand

from the Sellers payment of penalty for delay in

delivery at the rate and in accordance with the

procedure stipulated in the Contract, beginning

from the date when the claim has been made till

the date elimination of the defect or till the dateof delivery of new equipment instead of the

rejected one.

5. The replaced defective technical

documentation, equipment and / or units are to be

returned to the Sellers at their requested for their

account within the period agreed upon by the

Parties. All the transport charges and other

expenses connected with the return and / or the

replacement of the defective equipment both on

the territory of the Buyers' country and the transitcountry as well as on the territory of the Sellers'

.

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21/52

country are to be borne by the Sellers.

7. Force Majeure

1. The Parties are released from responsibility for

partial or complete non-fulfilment of their

liabilities under the present Contract, if this

nonfulfilment was caused by the circumstances of

Force Majeur, namely: fire, flood, earthquake,

provided the circumstances have directly affected

the execution of the present Contract.In this case

the time of fulfilment of the Contract obligations

is extended for the period equal to that during

which such circumstance last.

2. The Party, for which it became impossible to

meet obligations under the Contract, is to notify

in written form the other Party of the beginning

and cessation of the above circumstances

immediately, but in any case not later than ten

days of the moment of their beginning. The

notification of Force Majeure circumstances not

made within 15 days deprives the corresponding

Party of the right to refer to such circumstances

in future.

3. The written evidence issued by the respective

Chambers of Commerce will be a sufficient proof

of the existence and duration of the above

Indicated circumstances.

4. If these circumstances last longer than sixmonths, then each Party will be entitled to cancel

the whole Contract or any part of it and in this

case neither Party shall have the right to demand

any compensation of eventual losses from the

other Party.The Sellers undertake in this case

immediately to return all the advanced amounts

paid by the latter under the present Contract.

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8. Sanctions

1. In the event of the Sellers' delay in the supplyagainst the dates stipulated in the Contract the

Sellers are to pay to the Buyers penalty at the rate

8.

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21


22/52

of 0,5% of the value of goods not delivered in

due time for every week of the delay within the

first four weeks and 1% for every subsequent

week but not more than 10% of the value of the

equipment not delivered in due time.

2. The penalties will be deducted from the

Sellers' invoices when they will be paid by the

Buyers. In case the Buyers for any reason do not

deduct the penalty when paying the Sellers'

invoice the latter is obliged to pay the penalty

amount at the first request of the Buyers.

3. Should the delay in delivery exceed four

months the Buyers shall have the right to cancel

the Contract or a part thereof.

4. Should the shipment of the equipment not be

notified with delay, the Sellers are to pay to the

Buyers penalty at the rate of 0,1% of the value of

the equipment already shipped.

0,5%

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9. Arbitration

1. All disputes and differences which may arise

out of or in connection with the present Contract

will be settled as far as possible by means of

negotiations between the Parties. If the Parties do

not come to an agreement, the matter, without

recourse to Courts of law, is to be submitted for

settlement, to Arbitration, with its seat in

Stockholm, Sweden.

2. Arbitration shall be established as follows:The

Party which wishes to refer the dispute to

Arbitration shall notify the other Party by a

registered letter stating the name and the address

of the arbitrator chosen who can be a citizen of

any country as well as the subject of the dispute,

date and Number of the Contract.Within 30 days

of the receipt of the above letter the other party

shall choose its Party of it by a registered letter

stating the name and the address of the arbitrator

9.

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23/52

chosen.

3. If the Party which has received the notification

of the dispute being submitted to Arbitration failsto choose its arbitrator within the said period, the

latter, at the other Party's request, will be

appointed within 30 days of the date of the

application by the President of the Chamber of

Commerce in Stockholm.

4. Within 30 days the arbitrators shall choose an

Umpire, if the arbitrators fail to agree upon the

choice of the Umpire within 30 days after they

have been nominated, at the request of either

Party by the President of the Chamber of

Commerce in Stockholm, Sweden.

5. The award is to be issued by a majority of

votes in accordance with the terms and conditions

of the present Contract, and also the rules of

Swedish Material Law.

6. The arbitration award shall state the reasons

for its decisions and contain information about

the arbitration membership, time and place of the

award passed, mention of the Parties' rights to

state an opinion, as well as the allocation of the

costs and expenses of the Arbitration between the

Parties.

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10. Export Licence

The Sellers will take care of bear all the expenses

connected with obtaining the necessary licence

for the exportation of the goods under the present

Contract to the RF. Not later then the signing of

the Contract the Sellers are to advise the Buyers

if the export licence is granted.In case the Sellers

are unable to obtain the export licence or the

export licence is revoked by the appropriate

authorities of the Sellers' country before the end

of deliveries or should its validity expire, the

Buyers have the right to cancel the Contract

10.

.

1

.

,

,

23


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wholly or partially.Should the Contract be

canceled the rights and the obligations of the

Parties are to be defined in conformity with

Clause 4 (Penalty).

,

.

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11. Insurance

The Buyers are to take care of and to cover

expenses for insurance of the goods with

Ingosstrakh RF from the moment of their

dispatch from the Sellers' works up to the

moment of arrival of the same at the Buyers'

works.The expenses for insurance from the

Sellers' works up to the moment of loading at the

rate of _____% the insurance amount are to becharged to the Sellers' account and deducted from

the Sellers' invoices at the time payments are

effected.

Insurance within the whole period of

transportation and transshipment will be effected

on the conditions of "Responsibility for Particular

Average" according to item 2, paragraph 2 of the

"Rules of transport Insurance of the goods",Ingosstrakh, including damages to the goods

caused by cranes, oil, fresh water (excluding

moistening) and by other cargo, breakage, theft

of the whole cases or their parts and nondelivery

of cases in all the above mentioned circumstances

independent of a degree of the damage.Within

________ months upon signing the Contract the

Buyers are to send to the Sellers the Insurance

Policy issued in the name of the Sellers covering

insurance of the goods from the Sellers' works up

to FOB port of ______________.

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12. Other conditions

All the enclosures to the present Contract are to

be considered its integral part.All the

amendments and addenda to the Contract are

valid only on condition of being made in a

written form and signed by both Parties.Neither

Party has the right to assign its obligations andrights under the present Contract to any third

Party without written consent of the other

12.

.

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24


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Party.After signing the Contract all the

preliminary agreements, discussions and

correspondence between the Parties concerning

this Contract are to be considered invalid.

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13. Legal Addresses of the Parties

Sellers: ___________________

Buyers: ___________________

The present Contract is drawn up in the English

and Russian languages 2 copies, one copy for

each Party, both

texts being equally valid.

The Contract enters into force on the date of its

signing.

Enclosures:

Sellers: Buyers:

13.

_________________

_______________

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SAMPLES OF CONTRACTS

Contract ?1 Contract for Business Trip

Contract ?2 Contract for Exporting of goods

Contract ?3 Contract for Buying of Consumer Goods

Contract ?4 Agent Agreement

Contract ?5 Consign Agreement

CONTRACT ?1

CONTRACT FOR BUSINESS TRIP

Moscow "___"__________199__.

___________, Moscow, hereinafter referred to as the "Supplier", and the State Enterprise for

__________, hereinafter referred to as the "Customer", have signed the Present Contract. The

terms and conditions of the Contract are as follows:

25
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26/52

1

The Supplier shall construct and commission the Cement Plant in ________________. For this

purpose the Supplier shall send to ___________________ specialists.

2

The number of specialists, their specialities and periods of stay in ______________ shall be

stipulated in the Appendix to the present Contract. The Appendix shall form an integral part of the

Contract.

3

The Supplier's specialists shall be sent to ___________________ at the Customer's request in

accordance with the agreed schedule of commissioning of various units and shops of the Cement

Plant.

4

1. The Customer shall reimburse the Supplier for:

a) monthly salaries of specialists in Local currency from the date of arrival in ______________ up

to the date of departure from __________ at the following rates:

General Consultant - __________________________

Deputy General Consultant - ___________________

Specialist on -________________________________

Senior Engineer - _____________________________

Engineer - ___________________________________

Foreman - ___________________________________

b) transfer allowance to every specialist sent to ___________ for a period of one year or more at

the following rates:

General Consultant - _______________________

Deputy General Consultant - ________________

(and all others)

c) air travel expenses of the specialists and their family members from Moscow to ... and back: for

General Consultant and Deputy General Consultant - first class; and for other specialists - tourist

class (economy class); including the cost of excess luggage transportation over and above the free

allowance indicated in each ticket at the rate of 80 kg per person and the maximum of 240 KGs fora family.

The family members (wife and dependent children) shall travel to... only if the period of the

specialist's stay in ... is to exceed six months.

d) round travel expenses (excluding excess luggage) for specialists and their family members

going on home leave;

e) the period of specialists' holiday.

The duration of holiday shall be 48 working days for year of work in... .

The time of holiday shall be agreed about in each particular case.

f) expenses incurred on the insurance of the Supplier's with Ingosstrakh against professional risks

and/or accidents during their stay in... at the rate of ... per year per each specialist.

2. The Supplier shall bear expenses of sending interpreters and their family members.

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5

The Customer at his own expense shall ensure:

a) meeting and seeing off specialists, interpreters and their family members;

b) the travel of specialists, interpreters and their family members to the duty station by railway

(air-conditioned coaches) and/or by car and also transportation of their luggage;

c) first class hotel accommodation for specialists, interpreters and their family members on theirway to the duty station in... and back including expenses for service and meals;

d) transport facilities for business trips;

e) first class hotel accommodation (or adequately furnished flats) and offices;

f) adequate medical service including hospitalization if necessary;

g) transport facilities for sightseeing and social purposes;

h) primary school facilities for children of specialists and interpreters.

6

1. If any of the Supplier's specialists fall ill while staying in..., the Customer shall continuepayment of his monthly salary for a period of up to two months.

2. In the event of prolonged illness of a specialist the Supplier shall replace him and the Customer

shall reimburse the Supplier for all expenses incurred.

3. The Supplier reserves the right to recall any of his specialists and replace him with another

specialist of similar qualification and experience.

4. The Supplier's personnel shall observe all the laws, rules and regulations of the Customer's

country and also respect the local customs and traditions.

5. The holidays of the Supplier's country shall be days off for the Supplier's specialists and shall be

paid by the Customer.

7

To effect payments under this Contract the officials of the Russia's side in... shall, once every

month, draw invoices in 3 copies to the Customer through the National Bank of... for collection. A

statement, containing the names of the Supplier's specialists, the duration of their stay in the

Customer's country, monthly reimbursement rates and other expenses incurred under the present

Contract shall be enclosed with each invoice.

The Customer shall pay against the above invoices within 15 (fifteen) days from the date of

receiving the invoices.

The above sums shall be remitted to the account of the Bank for Foreign Economic Affairs in

favour of the Supplier.

? 1

. "___"___________ 199__.

____________, , "",

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28


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CONTRACT No.2

CONTRACT FOR EXPORTING OF GOODS

Moscow of ____ ________________199__

Trade Partners Enterprise, Moscow, Russia, hereinafter referred to TPE, on the one part, and

29


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Nigeria Cardon Tubes Limited, Nigeria, hereinafter referred to NCTL, on the other part, have

signed the present contract as follows:

1

1.1. To the total sum indicated in point 1.1 TPE shall deliver within __________ months of the

date of signing this Contract the goods as under Annex I to the Contract being its integral part.Quantity _______ metric tones.

Price per ton ___________

Total sum _ __________

The delivery shall be effected on C.I.F. terms, Nigerian port.

1.2. The date of Bill of Lading made out for this lot of goods shall be considered the date of

delivery of goods. The goods delivered under this Contract shall be considered accepted:

- in respect of quality - in accordance with the quality provided for in the Quality Certificate of the

manufacturer;

- in respect of quantity - in accordance with the quantity of the pieces and the weight stated in the

Bill of Lading.

2

2.1. Payments for the goods delivered in accordance with the present Contract shall be effected by

NCTL in ________________________.

2.2. To effect the payment, NCTL shall open within 30 (thirty) days from the date of receipt from

TPE of the cable notification of readiness of the goods for delivery an irrevocable confirmed letter

of credit with a Bank for Foreign Economic Affairs, Moscow, through the State Bank of Nigeria in

favour of TPE to the amounts stated in 1.1 and shall be valid for a period of ________ months

from the date of opening of Letter of Credit.

2.3. Should NCTL do not open the Letter of Credit in the period stipulated by 2.1 and in

accordance with the terms and conditions of 2.6 of the present Contract, TPE shall be entitled to

correspondingly prolong the period of delivery of the goods either for a period of delay in opening

the Letter of Credit or for a period to be required to make the Letter of Credit correspondent to the

terms and conditions of 2.5 of the Contract.

Should the validity of the Letter of Credit be prolonged, the validity of the present Contract shall

be automatically prolonged.

2.4. The Letter of Credit should not contain any other terms and conditions except those stipulated

by the present Contract.2.5. The payment under the Letter of Credit shall be effected by the Bank for Foreign Economic

Affairs of the RF for the delivery of goods against the invoices of TPE to be forwarded in 3 copies

for every lot of goods attaching the following documents:

1). Two originals of a clean on board Bill of Lading,

issued in the Black Seaport in the address of NCTL.

2). Shipping specification - 3 copies.

3). Quality certificate - 1 copy.

4). Insurance policy issued by the RF Ingosstrakh - 1

copy.

2.6. The Letter of Credit shall contain the following terms and conditions:a) partial shipment is allowed;

b) the number of the Letter of Credit shall be written only on the invoices;

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c) the sum of each invoice shall be calculated on the basis of the actual weight of the shipped

goods and average weight price per each Net metric ton of the goods equal to

_______________________, C.I.F., the port of Nigeria;

d) the total value inclusive of the sum of the last invoice shall not overestimate the total Contract

value;

e) the Letter of Credit shall contain the terms and conditions of i.2.4 of the present Contract;f) the Contract will be deemed to have been fulfilled when supply of goods is effected within - 5%

of the Contracted quantities.

However payment will be on the basis of actual quantities as per the Bill of Lading.

2.7. All the expenses connected with the opening Letter of Credit, notification of its opening and,

in case of necessity, increase and prolongation of the Letter of Credit shall be borne by NCTL.

3

3.1. When delivering the goods, the following documentation shall be forwarded to NCTL:

a) Bill of Lading - three originals and four copies including one original to be airlifted to NCTL's

agent at the port; two originals with the invoice, one copy to NCTL by airmail; one copy byairmail to the NCTL's agent; two copies with the captain's mail;

b) shipping specification in six copies including one copy to be airlifted to NCTL at the port; three

copies with the invoice; one copy with the captain's mail and one copy by airmail to NCTL's agent

at the port;

c) Quality Certificate in two copies including one copy with the captain's mail and the other with

the invoice;

d) packing List in four copies including two copies along with the cargo inside Case No.1; two

copies with each package (one copy inside the package and the second one inside the special

pocket on the outer side of the case);

e) Insurance Policy with the invoice - 1 copy.

3.2. The packing of the goods to be delivered under the present Contract shall ensure its safety

during both railway and marine transportation as well as during transshipment when the usual

handling of the cargoes is observed.

3.3. The goods to be delivered shall have the following marking:

- Made in Russia

- The port of loading

- Order Number

- Case Number

- Net and Gross Weight- Consignee

- Contract No.

- Port of destination.

3.4. The package number is shown with the fraction; the numerator being the serial number of the

package and the denominator being the total number of the packages containing a complete unit of

the goods.

3.5. The package that cannot have the above mode of marking shall have a metal tag fastened and

bearing the required marking.

3.6. NTCL shall ensure the unloading of the goods from the Vessels at the port of unloading at his

own expense.

4

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4.1. TPE guarantee the quality of the delivered goods within 6 months from the date of delivery at

the port of destination.

4.2. Should any quantity of delivered goods prove to be defective during the guarantee period TPE

at his own expense shall replace the corresponding defective quantity of goods for the goods of

proper quality.

The guarantees shall not cover the goods damaged en route or due to nonobservance of instructions

on storage due to carelessness or improper handling while transshipment or usage.

4.3. Any claims in respect of quality of the goods shall be submitted to TPE within the guarantee

period but not later than 30 (thirty) days after guarantee period expires.

4.4. Any defects detected in the delivered goods during the guarantee period shall be covered by an

Act of Claim to be issued within a reasonable period of time, but not later than 30 (thirty) days

after the defect is found, moreover the participation of the TPE's representative or a person

authorized by the Supplier for issuing an Act of Claim being binding.

Should the TPE's representative do not arrive for participation in drawing up the Act of Claim

within a 30 days from the date of receiving the written notification of NCTL, NCTL shall issue the

Act of Claim in unilateral order and this Act of Claim shall be the ground to present a Claim. A listwith the detailed description of the detected defects is to be enclosed with the NCTL's notification.

4.5. The Act of Claim shall be considered the document substantiating the Claim.

4.6. The Act of Claim shall contain the description and quantity of the goods under claims, order

number, description and origin of the defect, the date of the goods delivery at the port of

unloading, the condition of packing and storage as well as the concrete claim of NCTL.

A photo of the defective goods is to be attached thereto if possible.

The claim shall be sent by the registered mail by NCTL with the enclosure of all the required

documents.

The date of the postal stamp of the country of dispatch shall be deemed the date of presenting the

claim.

4.7. Claims in respect of quantity of the goods (entire shortage)) shall be presented within 9

months from the date of delivery of the corresponding lot of goods in accordance with the

procedure of the specified in sub-items 4.4, 4.5, 4.6 of paragraph 4 on condition that the goods

were delivered to the place of destination with packing intact and was not damaged through the

transport agencies fault.

4.8. TPE shall undertake to settle such a claim within 3 (three) months from the date of receipt of

the claim.

5

5.1. TRE shall insure the goods to be delivered on C.I.E. terms, the port of Nigeria against usual

marine risks with Ingosstrakh in accordance with the .

The insurance shall be made to the full amount for the goods on terms and conditions .

5.2. All the claims that may arise in connection with the loss and damage of the goods during

transportation shall be made by NCTL directly to Ingosstakh.

5.3. Any risk of an accidental loss. breakage or damage to the goods passes from TPE to NCTL

from the moment of loading the goods on board the ship at the port of loading.

6

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In case of any disagreement between the Nigerian and Russia's organizations on any matter arising

from or connected with the implementation of the present Contract, TRE and NCTL shall

immediately consult each other and endeavour to reach a mutual settlement of such disagreement.

Any dispute or difference which may arise out of or in connection with the Contract to be referred,

with exclusion of the ordinary courts of law, for the decision of an arbitration to be held as follow.

If the defendant in such dispute or difference is TPE the arbitration shall be held in Moscow by thearbitration court at the Chamber of Commerce in accordance with the Rules of Procedure of the

said Court.

If the defendant in such dispute or difference is NCTL, the arbitration shall be held by the Nigerian

Arbitration Court in accordance with the procedure of the said Court.

Any award of the corresponding arbitration shall be binding upon both parties hereto.

7

Should the fulfilment of this Contract be infringed due to hostilities, embargo, blockades or any

other contingence beyond either party's control, the parties shall not be responsible for the

fulfilment of this Contract and the representatives of both the parties shall immediately consulteach other and agree upon the actions to be taken.

Under the circumstances the time of fulfilment of all the obligations of the both parties under this

Contract shall be postponed for the period during which the force-majeure or nay consequences of

the same will exist.

Strikes shall not be deemed as force majeure.

The existence of such circumstances on Russia's territory shall be confirmed by a certificate of the

RF Chamber of Industry and Commerce while the existence of such circumstances on the territory

of Nigeria shall be confirmed by a certificate issued by competent Nigerian organization.

8

8.1. Neither of the parties is entitled to transfer their rights and obligations under the present

Contract to a third party without the other party's consent thereto in writing.

The parties shall intimate each other in each particular case such as transfer of the rights to the

lawful successors as soon as it takes place.

8.2. All duties and taxes including customs, port and stamp duties, bank commissions and other

expenditures under the present Contract on the territory of the RF shall be borne by TRE and those

on the territory of the Nigeria shall be born by NCTL.

8.3. All port and other dues payable in accordance with the regulations in force at the port ofunloading as well as other expenses connected with unloading (including stevedoring, lighterage,

wharfage, overtime and night work charges) shall be borne by NCTL.

8.4. TRE and NCTL shall correspondingly provide with timely obtaining Export and Import

Licences and Permits.

8.5. After the present Contract is signed all the previous negotiations and correspondence between

the parties in respect to this Contract shall be considered null and void.

8.6. All amendments to the present Contract shall be considered valid should the same be in

writing and signed by persons duly authorized by the both parties.

8.7. All correspondence connected with the execution of the present Contract shall be in English.

The present Contract is signed in duplicate in English, one signed copy is to be held by TRE andthe other by NCTL.

8.8. The present Contract is subject to the approval by the Indian Government and shall become

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effective from the date of its approval. NCTL shall inform TPE about the date of the Contract

approval within 3 days after its approval.

Legal addresses of the Parties:

TRE -

_________________________

NCTL -

_________________________

? 2

. __________________199__.

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CONTRACT No 3

CONTRACT FOR BUYING OF CONSUMER GOODS

Moscow ______________199__

The sellers:

The buyers:

Denomination of the Goods: all the Goods to be delivered according to the Catalogs which are

the integral parts of the present Contract.

Quantity, Completeness & Assortment of the Goods: according to the Specifications which are

the integral parts of the present Contract.

Quality & Technical performance of the Goods: according to the Producers' Standards but all

the electronic and electrical tools, devices, equipment etc. delivered against the Contract to beprovided with standard West-European two-pin plug or supplied with special adapter. Line supply

- 220240 V, 50/60 Hz.

Prices: price for any Goods under the above Catalogs to amount to 35% of Catalogs' price in US

Dollars for corresponding Goods. All prices for the Goods delivered under the above Catalogs

remain unchanged within all the period of the Contract's validity and are understood ex-ship at

port's wharf, including packing and marking.

Total Amount of the Contract: US Dollars 30.000.000.00 (US Dollars Thirty million only).

The Party of the present Contract have the right to increase the amount of this Contract.

Minimum Amount of the Order: US Dollars 5.000.000.00 (US Dollars Five million only).Validity of the Contract: 90 days of the date of signing the Contract.

Terms of delivery: ex-ship at ............ port's wharf, Russia.

The title to the goods as well as the risk of accidental loss or damage of the goods shall pass

from The Sellers to The Buyers after the ship has been accepted at wharf at stipulated port of

destination for unloading. All other terms - according to .

for footwear and clothes - 21 days

for electrotechnic and electronic goods - 14 days

for other goods - 14 days of the date of opening the agreed Letter of Credit (L/C).

The date of clean on board Bill of Lading to be considered as the date of delivery.

The Sellers have the right of shipment in advance.Terms of Payment: Payment for the goods delivered against the Contract is to be effected in US

Dollars under irrevocable, divisible, transferable, documentary L/C opened through telegraph by

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The Buyers in favour of The Sellers to the minimum sum of USD 5.000.000.00 with

___________________

_______________________________________________________________

The L/C to be opened within 14 days of the date of signing the present Contract and to be valid

within... days.

The L/C is payable at 21 days sight against presentation of the following documents to the Banka) Commercial Invoice - in triplicate,

b) Shipping Specification - in triplicate,

c) Packing Lists - in triplicate,

d) Full set clean on board Bill of Lading issued to the Buyers' name with remark: ,

e) Copy of Insurance Policy - in triplicate,

f) Certificates of Origin - in triplicate,

g) Copy of telex/cable advice sent to The Buyers within 24 hours after shipment of the goods

with all shipping details.

The L/C allows partial shipments with corresponding partial payments.

Copies of the above documents to be sent with Shipping Mail for The Buyers.All the Bank's expenses and commissions connected with opening L/C, its prolongation and

amendments on The Buyers' territory to be for The Buyers' account, on the other territories - for

The Sellers' account.

Special terms:

Buyers have the right to send at own expense their inspectors to choose the goods at The Sellers'

stocks.

Buyers' inspectors are entitled to issue an Acceptance Report where quantity, denomination of

the goods, trans number, etc. are indicated.

Sellers shall render any assistance that can be required in getting Visas for The Buyers'

inspectors and shall furnish The Buyers Inspectors with apartments in the hotels during their stay

there.

Parties of the present Contract shall agree upon the certain time of arrival of The Buyers'

inspectors and terms of their stay there.

Should The Buyers' inspectors can not arrive due to some reasons on agreed time The Sellers

have the right to release the ordered goods for shipment without inspection.

Presence of The

075998 151b2 primery kontraktov na angliyskom yazyke

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