Foreign trade contract sample. Foreign trade sales contract (example)

CONTRACT No._____
Moscow "________"199_g.
Company "________________________________________________________________"
represented by the General Director ____________ ___ hereinafter referred to as the “Buyer”, on the one hand, and_________________________________________________
represented by Director General ___________________________________
hereinafter referred to as the “Seller”, on the other hand, have entered into this Contract as follows: 1.
Subject of the Contract 1.1.
The Seller sells and the Buyer buys (for example, rolled ferrous metals, consumer goods, etc.) in the quantity and assortment specified in the specification (Appendix 1), which is an integral part of this Contract.
The goods are delivered on FOB terms (or CIF or any other - for example, the Buyer’s warehouse, Black Sea port)
2. Price and total amount of the Contract
2.1. The price for goods sold under this Contract is set in US dollars, which includes the cost of containers, packaging and labeling of goods, as well as the costs of proper loading, stowage of goods in a vehicle, costs of delivering goods to the port, customs, export duties and fees, expenses for loading goods on board the vessel, as well as information about shipment, extracts of transport documents.
2.2. Prices are specified in the Product Price Agreement (Appendix 2), which is an integral part of this Contract. Prices are fixed and valid only for this Contract.
2.3. The amount of this Contract is ___________________________________________________________________USD.
3. Delivery times and date
3.1. The delivery time for consignments of goods, the number of consignments - in accordance with the delivery schedule (Appendix 3), which is an integral part of this contract, or the delivery time for a consignment of goods to the port no later than 20 (twenty) days from the date of opening by the Buyer in favor of the Seller of a foreign currency letter of credit.
3.2. The Buyer, based on the delivery schedule, is obliged to provide the Seller with the vessel by the agreed date for the start of delivery of the goods.
3.3. The date of delivery and transfer of ownership of the goods is considered to be the date of the customs stamp and the date of the blank on-board bill of lading (or waybill) confirming the acceptance of the consignment of goods on board the vessel.
3.4. After delivery of a consignment of goods, the Seller notifies the Buyer about this within 24 hours and informs him by telegraph (fax) of the following data:
- contract number;
- invoice number (billoflading/consignmentnote);
- date of shipment;
- Name of product;
- number of seats;
- gross weight;
- cost of goods;
- name of the Recipient.
3.5. After delivery of the consignment of goods, the Seller sends the following documents (in triplicate) to the Buyer by airmail or with an authorized person within 48 hours:
- waybill (billoflading/consignmentnote) indicating the goods, date of shipment, total weight and number of pieces;
- invoice;
- shipping specifications;
- packing list;
- manufacturer’s quality certificate for the product.
4. Terms of payment
4.1. The Buyer makes payments by irrevocable, confirmed, divisible, transferable foreign currency letter of credit (Letterofcredit), opened in favor of the Seller in an international bank that is the bank's correspondent:__________ in the amount of 100% for each individual shipment of goods.
4.2. Payment is made by the Buyer 5 (five) days before the start of delivery of goods according to the delivery schedule (Appendix 2). The letter of credit is valid for 60 days.
4.3. To inspect the readiness of the consignment of goods for delivery, the Seller calls the Buyer by telegram or telex to the place 5 (five) days before loading. Based on the results of the inspection, the Seller and the Buyer draw up a Protocol on the readiness of the consignment of goods for delivery, which serves as the basis for opening a letter of credit.
4.4. Payment from a foreign currency letter of credit in favor of the Seller is made within 48 hours against the presentation by the Seller of the following documents to his bank (in three copies):
- complete set a clean on-board bill of lading (waybill);
- invoices;
- shipping specification;
- manufacturer’s quality certificate;
- a packing list indicating the quantity of goods under the Contract (this batch) for each packaging item; -
the original of this Contract.
Option:
(Payments can be made:
- according to the submitted payment request;
- in cash;
- in other forms of settlements that comply with Russian legislation).
5. Packaging and labeling
5.1. The goods must be shipped in export packaging appropriate to the nature of the goods, in ______________ of _____________ (________) tons. Packaging must
ensure complete safety and quality of goods from possible damage during transportation to the destination by all types of transport, loading and unloading operations, storage and warehousing of goods.
5.2. The seller draws up a Packing List indicating the number for each packing item, gross weight and the item number according to the shipping specification.
5.3. All accompanying documentation for the goods under the Contract is drawn up in Russian and English.
5.4. Product labeling is in English.
Tin plates with stamped markings are attached in a visible place on the two end sides of the package. Each package is accompanied by the following markings:
- country and destination;
- contract number;
- name of the Seller;
- place number;
- product name, standard and assortment;
- net weight.
6. Quality guarantees and complaints
6.1. The seller guarantees that the product meets the quality level and standard existing for this type of product on the world market, which is confirmed by a quality certificate.
6.2. Complaints regarding the quality of the goods can be submitted to the Seller within 60 days from the date of receipt of the goods at the disposal of the Buyer. Complaints are sent by registered mail with all necessary documents attached.
After the expiration of the above deadlines, complaints will not be accepted.
6.3. The content and justification of the complaint must be confirmed by an act drawn up by an authorized representative of the State Chamber of Commerce and Industry of the country - the Recipient of the product.
6.4. The seller must consider the complaint within 15 days, including the date of receipt of the complaint. If the Seller does not respond within this period, the complaint is considered accepted.
6.5. For quality complaints:
6.5.1. The Buyer, in agreement with the Seller, has the right to discount the rejected goods; or
6.5.2. The seller is obliged to replace the defective product at his own expense within 45 days from the date of the complaint.
7. Special conditions
The Buyer, 14 days before the arrival of the vessel, informs the Seller of all the necessary information about the chartered vessel in accordance with the declared characteristics. The Seller notifies the Buyer within 24 hours of the port’s decision on the requested vessel and the timing of its placement.
8. Force majeure
8.1. Neither party is responsible for complete or partial failure to fulfill its obligations arising from this Contract, when failure to perform is a consequence of force majeure circumstances, namely: decisions of government authorities to prohibit exports, changes in customs tariffs, payment procedures, flood, fire, earthquakes and other natural disasters, as well as war, economic blockades and embargoes, and other government restrictions and prohibitions.
8.2. If one of these circumstances directly affected the fulfillment of obligations within the period established by the Contract, its fulfillment is postponed for the duration of the circumstances. If force majeure circumstances continue for more than 30 (thirty) days, each of the Parties has the right to cancel the Contract in whole or in part, and in this case, neither Party shall bear compensation for possible losses.
8.3. The party unable to fulfill its obligations immediately informs the other party about the beginning of the end of the emergency circumstances. A written certificate issued by the Chamber of Commerce and Industry of the state of the relevant Party is considered sufficient evidence of the existence of extraordinary circumstances and their duration.
9. Arbitration
All disputes and disagreements will be resolved by the Parties through negotiations, and in case of failure to reach agreement, in the Chamber of Commerce and Industry of the Russian Federation in Moscow.
10. Other conditions
10.1. When interpreting this Contract, the terms "INCOTERMS" in the current version on the day of signing this Contract are valid.
10.2. The Seller warrants to the Buyer that the goods supplied by him are free and will be free from any rights or claims that are based on industrial property or other intellectual property third parties. Seller shall settle such claims or actions at its own expense and shall reimburse all losses, including expenses, incurred by Buyer.
10.3. All fees, taxes and customs expenses in the territory of the Seller’s country associated with the implementation of this Contract are paid by the Seller and at his expense, and all costs associated with the execution of the Contract in the Buyer’s territory are paid by the Buyer.
10.4. All changes and additions to this Contract are valid only if they are made in writing and signed by the contracting parties.
10.5. Neither Party has the right to transfer its rights and obligations under this Contract to a third Party without the written consent of the other Party.
10.6. All preliminary agreements, negotiations and correspondence between the Parties regarding changes to this Contract that took place before the entry into force of the Contract are canceled from the date of its entry into force.
11. Sanctions
11.1. In the event of failure of one of the Parties to fulfill this Contract for reasons not provided for by force majeure, the guilty Party shall pay the other Party a penalty in the amount of 0.5% (five tenths of a percent) of the cost of the unfulfilled part of this Contract.
12. Duration of the Contract
The contract comes into force from the moment of its signing and is valid until full implementation mutual settlements between the parties.
This Contract is signed in two copies, in Russian, one copy for each Party, both texts are equally valid and contain ______________________ pages with attachments. Any changes to this Contract must be made in the form of attachments signed by authorized representatives of both Parties.
13. Legal addresses of the parties
Salesman:__________________________________________________________________________________________________________________________________________________
Buyer:_________________________________________________________________
From the Seller From the Buyer
_____________________ ______________________
______________________ ______________________
M.P. M.P.

____________ (Russia) " "________201__

Being legal entity by law Russian Federation, hereinafter referred to as "Salesman", represented by ______________________________, acting on the basis of __________, on the one hand, and _____________________, being a legal entity under the legislation of _________________, hereinafter referred to as "Buyer", represented by ___________, acting on the basis of_______________, on the other hand, collectively referred to as the “Parties”, and individually as the “Parties”, have entered into this Contract as follows.

1. SUBJECT OF THE CONTRACT

1.1. The Seller undertakes to transfer ownership of the Buyer, and the Buyer undertakes to accept and pay within the terms established by this Contract, instruments and equipment (hereinafter referred to as “Goods” or “equipment”), corresponding in quantity, corresponding in quantity and price to Appendix No. 1 to contract. Specifications The goods are listed in Appendix No. 2 to the contract. The annexes to the contract are an integral part of it.

2. CONTRACT VALUE

2.1. The total cost of the Contract is _________ Russian. rub. (Russian rubles 00 kopecks).

2.2. The price includes all customs duties and taxes that must be paid in the Seller’s country, as well as costs associated with obtaining a certificate of origin of the goods (form CT-1), insurance and transportation of the Goods to the destination - ________________

3. TERMS OF DELIVERY OF GOODS

3.1. Delivery of the Goods is carried out on CIP terms - ___________ (“Incoterms - 2000”).

3.2. The goods must be delivered within_______ (_______) days (months) from the date of receipt of the advance payment (clause 4.1.1) to the Seller’s bank account. During this period, the Goods must be handed over to the Carrier to organize its delivery to the Buyer.

3.3. The delivery date is the date of transfer of the equipment to the Carrier, indicated in the document (bill of lading, courier receipt, etc.) issued by the Carrier upon acceptance of the equipment from the Seller.

3.4. Ownership of the Goods passes to the Buyer at the moment the Seller fulfills its delivery obligations (clause 3.3.).

3.5. Along with the Goods, the Seller provides the Buyer with the following documentation for it:

  • passport and instruction manual (in Russian) - 1 pc. for each measuring instrument (original);
  • verification certificate (passport with a verifier's mark) - 1 pc. for each measuring instrument (original);
  • invoice for the supplied Goods (original);
  • invoice for the release of the Goods (original);
  • insurance policy (copy);
  • certificate of approval of the type of measuring instrument issued by Gosstandart of Russia (Federal Agency for Technical Regulation and Metrology) - for measuring instruments (copy);
  • certificate of origin of the Goods (form ST-1) (original) - for Goods manufactured in Russia;
  • packing list (original).

4. TERMS OF PAYMENT

4.1. The Buyer makes payments under this Contract in the following order:

4.1.1. Advance payment in the amount of 100% of the total contract value - __________ Russian. rub. (___________Russian rubles 00 kopecks) within 7 calendar days from the date of signing of this Contract by both Parties.

4.2. Form of payment: bank transfer to the Seller’s bank account specified in clause 10 of the Contract or another bank account specified by the Seller.

4.3. All costs associated with making the payment (including correspondent bank commissions) are borne by the Buyer.

4.4. The currency of settlements and payments under this Contract is the Russian ruble.

5. QUALITY OF GOODS, ACCEPTANCE OF GOODS, CLAIMS.

5.1. The quality and completeness of the supplied Goods must comply with this Contract and the technical specifications for the supplied Goods. A document confirming the quality of the Product, which is a measuring instrument, is a verification certificate (passport with the verifier's stamp).

5.2. The goods under this contract are considered delivered by the Seller and received by the Buyer:

in terms of quality - according to clause 5.1. contract

by quantity - according to shipping documents.

Upon receipt of the Goods from the Carrier, the Buyer inspects the cargo (in particular, checks the condition of the shock sensors, the absence of external damage and signs of opening the packaging, etc.). If the Goods arrived without packaging, in open or damaged packaging, or with triggered shock sensors, the Buyer, immediately upon receipt of the cargo, accepts the Goods in terms of quantity and quality, based on the results of which the Carrier and the Buyer draw up a commercial report with a detailed description of the condition of the packaging and identified inconsistencies of the Goods. The said act is drawn up before the Buyer signs documents confirming receipt of the cargo from the Carrier.

5.3. Claims

5.3.1. Claims regarding non-conformity of the Goods in quality or quantity must be reported to the Seller within 10 days from the date of receipt of the Goods from the Carrier, but no more than 20 days from the date of delivery of the Goods to the destination.

5.3.2. If a defect is discovered in the Goods that could not be detected during normal acceptance, the claim must be filed within 10 days from the moment the Buyer discovered this defect, but in any case within 12 months from the date of delivery of the Goods (clause 3.4).

5.3.3. Any claim must be made in writing. The claim must indicate the type and serial number of the Product; detailed description malfunctions of the Product; number and date of this contract.

5.3.4. Repair of defective Products is carried out at the Seller’s facility. However, in certain cases, information about maintenance and repair may be provided to the Buyer using operational telecommunications.

5.3.5. Defective Products sent to Seller must be properly packaged and shipped with freight and customs charges paid.

Defective Goods are sent to the Seller in their pure form and in full configuration as specified in the passport and instruction manual.

5.3.6. If it is determined that the quality of the Goods does not comply with the terms of this Contract, the Seller must, at its option, replace the defective Goods with a similar one or repair it.

5.3.7. Delivery of repaired (replaced) Goods to the Buyer is made at the expense of the Seller under the conditions and within the time limits specified for the originally delivered Goods.

5.3.8. Claims against the Seller will not be accepted in the following cases:

The claim was submitted in violation of the deadlines established in clauses 5.3.1-5.3.2 of the Contract;

The goods were damaged after the Seller fulfilled its delivery obligations (clause 3.4);

Defects in the Product arose as a result of violation of the rules of its operation (in particular: incorrect installation, untimely performance of routine maintenance, careless handling or poor care, connecting the device to a power source not specified in the operating instructions, operation of the equipment in abnormal mode or in conditions not provided by the manufacturer) , transportation, use of the Product for purposes other than its intended purpose, its disassembly, improvements, changes or other work performed on the Product by any person other than the Seller and persons authorized by him;

The goods have mechanical or thermal damage; damage caused by liquid ingress, aggressive environments, insects and other foreign bodies or damage caused by excessive dust and dirt inside cabinet products;

Claims are made in relation to components that are wearable and/or consumable;

In other cases established by the current legislation of the Russian Federation.

In these cases, all repair, transport and customs costs are paid by the Buyer.

5.3.9. The Seller may refuse to satisfy the claim if the defective Goods for which the claim was made are received by the Seller after 2 months from the date of filing the claim.

6. PACKAGING AND MARKING OF GOODS

6.1. The product must be packaged in the Seller’s standard packaging.

6.2. Each packaging unit (box, box) must be marked.

6.3. Labeling is done in Russian.

6.4. The marking must contain:

Buyer's name,

Seller's name,

Fragile cargo warning signs.

7. FORCE MAJEURE

7.1. The parties are not responsible for failure to fulfill or partial failure to fulfill obligations under this Contract if this failure was a consequence of force majeure.

7.2. By such circumstances the parties understand:

7.2.1. Natural disasters (hurricanes, snowfalls, floods, etc.) with the exception of non-extreme seasonal events;

7.2.2. Strikes, lockouts, epidemics and other extreme economic, social and sanitary circumstances;

7.2.3. Military actions, blockades, states of emergency;

7.2.4. State acts prohibiting (limiting) exports or imports;

7.2.5. Fires;

7.2.6. Other circumstances beyond the reasonable control of the Parties.

7.3. The Party for which it is impossible to fulfill its obligations under this contract must notify the other Party in writing within 15 days from the occurrence of force majeure circumstances.

7.4. If such circumstances occur, the period for the Parties to fulfill their obligations under the Contract is postponed in proportion to the time during which such circumstances apply and their consequences are eliminated.

7.5. Proper proof of the existence of the above circumstances and their duration will be certificates issued by the chamber of commerce of the Seller's and Buyer's countries, respectively.

8. CONSIDERATION OF DISPUTES

8.1. All disputes arising during the execution of this Contract or in connection with it, or arising from it, must be resolved through negotiations between the Parties. If the Parties cannot reach an agreement, their dispute shall be resolved in arbitration court ___________________________.

8.2. The substantive law of the Russian Federation applies to the relations of the Parties not regulated by this Contract.

9. OTHER TERMS

9.1. This Contract comes into force from the moment it is signed by the Parties and is valid until _________________201__, but in any case until the Parties fully fulfill their obligations.

9.2. Amendments and additions to this Agreement are valid only if they are made in writing and signed by authorized representatives of both Parties.

9.3. This Contract is executed in Russian. A copy sent by fax has legal force.

9.4. Any notice under this contract is given in writing in Russian in the form of telex, fax, email or sent by registered mail to the recipient at his address specified in clause 10. contract. If the address changes, the Party must notify the other Party in writing.

9.5. Buyer and Seller agree that the terms of this Contract will not be disclosed to anyone outside their respective organizations.

9.6. If the Buyer does not make payment under the Contract within one month from the date of its signing, the Seller may unilaterally withdraw from the Contract, in particular, revise the price of the Goods and the timing of its delivery.

10. ADDRESSES AND DETAILS OF THE PARTIES

Provider:

Buyer:


Appendix No. 1

to contract No. _____ dated _____ 201_

QUANTITY AND PRICE OF PRODUCT

Total: ___________ Russian. rub. (__________Russian rubles 00 kopecks).


Appendix No. 2

to contract No. ___________ dated _________ 201_

TECHNICAL CHARACTERISTICS OF THE PRODUCT

VTK-Trade is an international transport company providing a wide range of logistics and intermediary services. We organize reliable and profitable delivery of cargo from China to Russia, provide assistance in completing the necessary documentation, certification, consolidation, storage and customs clearance of goods and other related services.

Cargo transportation from China and other countries of the Asia-Pacific region is carried out by any possible means of transport: air, sea, rail and road. Qualified specialists of the VTK-Trade company will select for you the optimal transportation route and the most suitable options transportation, will calculate the full cost of imports from China, Japan, South Korea or other countries, and will take care of the hassle of customs clearance. Cargo is accepted at warehouses in Suifenhe, Guangzhou, and Beijing.

Thanks to many years of experience work and successful cooperation with reputable foreign partners, we implement logistics tasks of any complexity. We organize express delivery if the client requires fast delivery of a consignment of goods. If the customer’s priority is the low cost of wholesale supplies from China, then we will select the most economical options. We work with the most different types goods: from oversized objects, such as machines or bulky equipment, to the smallest consignments that can be delivered to the recipient as part of groupage cargo.

The VTK-Trade company also provides its clients with a number of intermediary services. We will help you find reputable suppliers and arrange direct deliveries of goods from China and other Asian countries. Our advantage is a good location in the center of transport routes on Far East, connecting the border crossings of the Trans-Siberian Railway with the Vladivostok-Khabarovsk state highway and all sea trade ports of Primorye. This allows us to organize the delivery of goods from China in the shortest possible time.

Our clients can take advantage of any cargo transportation services, as well as full logistics outsourcing from VTK-Trade. We'll take care of the whole process international delivery: from placing an order with a supplier, consolidation and storage of goods in our foreign warehouses, certification, insurance and declaration, route development, loading and transportation, up to delivery and unloading directly to the client’s warehouse.

We work individually with each customer, implementing not only already proven logistics schemes, but also developing new ones - taking into account all the needs and wishes of the client. Our priorities: reliability and safety of the cargo, economic feasibility and delivery exactly on time.

If you have any questions, please contact us, our specialists are always open to communicate with partners and will provide you with full consultation on any details of interest!

Moscow “___”________ 200_

Company “________________” registered ___________________________ (hereinafter referred to as the “SELLER”), represented by_________________, ______________, due to the power of the statement on the one hand, and OOO “_______” (hereinafter referred to as the “BUYER”), represented by _______________, General Director, due to the statement on the other hand, have concluded the Present Contract on the following:

1. Subject of the contract

The SELLER is to ship and the BUYER is to buy products (hereinafter referred to as the “GOODS”) on terms of delivery basis (Incoterms-2000) in accordance with the specification given in SUPPLEMENT #1 attached to the Present Contract and constitute an integral part thereof, for the whole amount ____________ (________________) USD up to _________________.

2. Price and total amount of the contract.

2.1. All the prices are specified in the SELLER’s proposals and fixed in US dollars. The SELLER has a right to change prices in case of informing the BUYER two weeks before these changes.

2.2. The total amount of the Present Contract is ______________ (________________________) USD and is to be firm and not subject to any alterations even if the SELLER changes prices for the duration of the Present Contract.

2.3. After signing and fulfillment of the Present Contract all the expenses, including custom dues, are paid by the parties on their own territories.

3. Terms of delivery

3.1. Delivery terms: delivery basis.

3.2. GOODS are delivered in lots formed in the assortment, based on BUYER’s orders and availability of GOODS in the SELLER’s stock.

3.3. The order considered to be implemented if the SELLER makes out a pro forma invoice to the BUYER.

3.4. Invoice comes into power after the BUYER confirms its payment.

3.5. The SELLER shall ship the GOODS from manufacturer warehouse within 5 days after BUYER’s confirmation of the invoice.

The SELLER shall inform the BUYER of the fact of shipment as soon as possible and shall provide the following information: Date of shipment; Contract No.; Name of Vessel, No. of Document of Title, Description, Number and Weight of the GOODS.

In case the GOODS are not shipped within 5 days after the BUYER’s confirmation of the Invoice, the SELLER is to pay the BUYER the fine 0.1% of the cost of non-shipped GOODS.

In case the GOODS are not shipped within 30 days after BUYER’s confirmation of the Invoice, the BUYER has a right to refuse these GOODS.

3.6. The right of ownership for the GOODS shall pass to the BUYER at the moment of ___________ (according to the delivery basis).

4.Terms of payment

4.1.The BUYER shall pay 100% of the Invoice within 90 calendar days after executing records on customs clearance is completed.

If failing to pay on time, the BUYER is to pay the SELLER the fine 0.1% of the Invoice, which was not paid on time.

Payments in advance are available if both parties have agreed. In case of non-delivery SELLER is to reimburse the amount of the payment in advance not later than 90 days from the day BUYER made the payment.

4.2. All payments under this Contract are made in US dollars by bank remittance to the SELLER’s account.

5. Packing and Marking

5.1. The GOODS shall be packed and marked in accordance with the demands of each kind of the GOODS.

Internal and external packing shall secure full safety of the GOODS and protect them against any breakage and damage as well as atmospheric effects.

Each carton used for packing the GOODS shall be marked three sides: top one and two opposite to each other side sides. All the covering documents such as Packing and Specification Lists as well as Marking and Technical Documentation shall be written down in English.

6. Acceptance of the GOODS

6.1. The GOODS are considered as delivered by the SELLER and accepted by the BUYER:

as to number of packages - according to shipment documents;

as to quality - according to the Quality Certificate issued by the SELLER.

6.2. Final acceptance is to be made in the territory of the BUYER.

The GOODS are being accepted:

as to number of packages - on receipt of the GOODS from a Forwarder (Carrier);

per quality of items - not later than two weeks after receiving the GOODS and the moment of opening the package;

as to quality - not later than one month after opening the package.

6.3. Acceptance of the GOODS shall be made by the official representative of the BYUER in the presence of, if necessary, the representative official of the Chamber of Commerce (at BUYER’s discretion) with the execution of the report of acceptance.

7.Quality and Warranty

7.1. The quality of the GOODS shall conform to the Quality Certificate issued by the supplier.

7.2. For the GOODS being in need of special warranty, the warranty period is fixed within 12 months from the date of delivery.

7.3. Should the GOODS within the guarantee period prove to be defective or not corresponding to the Terms and Conditions of the Present Contract, the SELLER shall eliminate defects or replace defective parts. The costs on the delivery of defective parts back to the SELLER are covered by the BUYER.

8. Claims

8.1. The BUYER can claim the SELLER for quantity as well as for quality within two weeks from the date of acceptance.

For the GOODS ensured by a warranty period claims can be made 30 days after warranty period expires in case if the BUYER has found defects within this warranty period.

8.2. The claims must be proven by the Certificate drawn up by a competent independent expert Organization.

8.3. The SELLER is to examine and fulfill the claim within 20 days on receipt of the claim.

9. Force majeur

If in the case of the Force-majeur circumstances, namely fire, natural calamity, blockade, embargo on exports or Imports, or some other ones not dependent on the Parties, the full or partial execution of this Contract becomes impossible by any of the participants , the period of the obligations execution is extended in correlation with the time frame of the Force-majeur circumstances.

If such circumstances and their consequences should continue for more than three months each of the Parties in this Contract shall have the right to reject all future obligations stipulated in the Contract. Neither Party shall have the right to claim compensation for damages related to these circumstances from the other Party.

Either Party who finds it impossible due to such circumstances to accomplish their obligations according to this Contract shall immediately inform the other Party by both electronic means and registered mail of the Force-majeur circumstances. A certificate issued by the Chamber of Commerce of an appropriate geographical entity, related to either the SELLER’s or BUYERS" countries, shall serve as proper proof of the existence of a Force-majeur and its duration.

10.Other terms

10.1. The SELLER is entitled to transfer its Contract obligations to a third party after the BUYER is to be informed about it by fax.

10.2. The present Contract can be changed or annulled only after both parties’ written consent.

All amendments and additions to the Present Contract are its inherent parts and valid only if they are made in writing and signed by both parties.

10.3. After signing the Present Contract all previous negotiations and correspondence between the parties in connection with it shall be considered null and void. The present contract exists in two copies. All of them (Russian and English) have equal juridical validity.

10.4. The Duration of the Present Contract: The Present Contract comes to power from the moment of being signed and is valid until ______________.

11. Annotation

In order to make this Present Contract work more effectively, both parties announce that documents sent by fax are valid till the original documents arrival, but not longer than 180 calendar days, after 180 days being over, the original documents are to be presented to the other party. Extension in validity by fax is not allowed.

12. Legal address and Bank Requisites of the Parties

In case of bank requisites being changed by any of the parties, the other party shall be informed about it in writing and within 10 days an ADDENDUM to the Present Contract with new Bank requisites is to be made and signed by both parties.

SELLER(Salesman):