Article 2. Period of the Agreement

The appointment as Distributor shall commence on the ________ day of _______ 20__ and shall continue for one year and thereafter from year to year subject as hereinafter provided until terminated by not less than six months' notice in writing given at any time by either party to the other.

Provided that

(a) the Company shall be entitled to terminate this appointment forthwith by immediate notice in any of the following events:

(i) if the Distributor shall commit any breach of any of the provisions of this Agreement or shall fail to perform any of his obligations hereunder.

(ii) if the Distributor is in the opinion of the Company insolvent or otherwise incapable of performing any of his obligations hereunder.

(b) In the event of termination of this Agreement by either party from any cause whatsoever the Distributor shallberesponsible for the disposal of such stocks of the Products as are legally the Distributor's property at the time of the termination of the said Agreement.

 

Article 3. Delivery

(a) On delivery by the Company of the Products sold by the Company to the Distributor in pursuance of this Agreement the Distributor shall become the Owner of the Products.

(b) The terms of delivery for each order for the Products placed by the Distributor shall be mutually agreed at the time of ordering but in the absence of such agreement delivery for each order shall be deemed to be CIF TANJUNK PRIOK (Djakarta).

 

Article 4. Prices

The Company shall invoice the Products at the price operating at the date of dispatch from the Company's factory or warehouse in respect of each order made in pursuance of this Agreement and the Distributor shall pay for the Products delivered as invoiced.

Article 5. Payment

The terms (including the amount of credit to be allowed by the Company) and method of payment for the Products purchased by the Distributor shall be from time to time prescribed by the Company.

 

Article 6. Selling Prices

The Distributor shall not resell the Products at prices in excess of, or subject to, discounts lower than the maximum prices and minimum discounts from time to time recommended or agreed by the Company.

 

Article 7. Interpretation

This Agreement and all sales of the Products by the Company to the Distributor in pursuance thereof shall be construed and take effect as contracts made in the United Kingdom of Great Britain and Northern Ireland and in accordance with the laws of the United Kingdom.

 

Article 8. Notices

Any notices to be given in connection with this agreement shall be deemed to be properly served if forwarded by post to the registered office of the Company and to the registered office or last known address of the Distributor.

 

AS WITNESS the hands of an authorised officer of the Company and the Distributor the day and year first before written.

 

FOR THE DISTRIBUTOR FOR THE COMPANY

______________________ ___________________

Witness for the Distributor Witness for the Company

 

Name Name

Address Address

Occupation Occupation

 

PURCHASE CONTRACT

Contract No.

Moscow 200__

V/O "Rossimport", Moscow, hereinafter referred to as the "Seller" on the one part, and Messrs.______, hereinafter referred to as the "Buyer" on the other part, have concluded the present contract whereby it is agreed as follows:

 

1. SUBJECT OF THE CONTRACT

The Seller has sold and the Buyer has bought c.i.f. (f.o.b.) ___________ the goods specified in the enclosed appendix, showing specifications, quantities, prices and delivery times of the goods and constituting an integral part of the present contract.

 

2. PRICES

The prices are fixed in _______and are understood c.i.f. (f.o.b.) _______ export packing and marking included.

All expenses incurred on the territory of________ in connection with the present contract (duties, taxes, customs, etc.) are to be paid by the Buyer.

 

3. QUALITY

The quality of the goods sold under the present contract shall be in full conformity either with the State standards existing in Russia or with the technical conditions ruling at the manufacturing works.

 

4. TIME OF DELIVERY

The goods sold under this contract shall be delivered within _______ months after the signing of the contract.

The date of the Bill of Lading (or: Railway Bill) shall be considered as the date of delivery.

 

5. DELIVERY AND ACCEPTANCE OF GOODS

The goods are considered to be delivered by the Seller and accepted by the Buyer:

a) in respect of quantity ─ according to the number of cases and the weight as shown on the Bill of Lading (or on the Railway Bill);

b) in respect of quality ─ according to the Manufacturer's certificate issued by the manufacturing works or by the Seller.

 

6. TERMS OF PAYMENT

Payment for the goods to be delivered under the present contract is to be effected in_________ in accordance with the Trade Agreement between the Governments of Russia and ________ dated the __________ by an irrevocable confirmed Letter of Credit to be opened by the Buyer with the Bank for Foreign Trade of Russia Moscow, in favour of the Seller within 10 days of receipt of the Seller's notification of the readiness of the goods for shipment. The Letter of Credit to be valid _________ days.

The payment of the credit is to be made against the following documents:

Invoice;

Bill of Lading (or Railway Bill).

All expenses connected with the opening of the Letter of Credit are to be borne by the Buyer.

Part shipments and transhipment are permitted.

Insurance to be made to the amount of 110 per cent of the value of the goods.

 

7. PACKING AND MARKING

The goods shall be secured and properly packed to withstand both overseas and overland transport as well as transhipment.

Each package shall be provided with marking showing the place of destination, name of Consignee, description of goods, contract number, case number, gross and net weight.

 

8. GUARANTEE

Any part or parts which may prove defective through faulty material or workmanship will be repaired or replaced by the Seller c.i.f. or f.o.b. ______ free of charge within the period of ________ calendar months of the date of shipment provided the defective part or parts have been returned to the Seller's works for examination, carriage paid.

This guarantee will be invalidated by the Buyer making, causing or allowing any alterations or repair to the goods without the Seller's consent and also if the damage is due to negligence or improper handling on the part of the Buyer or to

any other causes outside the Seller's control including damage in transit from Russia to the place of destination.

Rapidly wearing parts as well as parts which have suffered from natural wear are excluded from the guarantee.

 

9. CLAIMS

Claims which may arise with regard to the quality of the goods owing to their non-conformity with the standards and technical conditions provided for under clause 3 of this contract as well as claims concerning the quantity of the goods will be considered by the Seller only if submitted within 45 days from the date of arrival of the goods at the place of destination shown in the Bill of Lading and in any case not later than within 90 days of the date of delivery of the goods c.i.f. or f.o.b.__________.

Claims which arise through faulty material or workmanship as stipulated in clause 8 will be considered by the Seller only if submitted within the guarantee period.

The claims should be corroborated by the Buyers' reports drawn up with the assistance of competent organisations.

No claims put forward in respect of any consignment of the goods can be used by the Buyer as a reason for his refusal to accept the goods and to pay for them. This applies to both the consignment in respect of which a claim has been raised and to all further consignments to be delivered under the present contract.

The date of the postmark on the Buyer's letter containing the claim and addressed to the Seller to be considered as the date of the claim.

 

10. CONTINGENCIES

Should any circumstances arise which prevent the complete or partial fulfilment by any of the parties of their respective obligations under this contract, namely: fire, acts of the elements, war, military operations of any character, blockade, prohibitions of exports or imports or any other circumstances beyond the control of the parties, the time stipulated for the fulfilment of the obligations shall be extended for a period equal to that during which such circumstances will last.

If the above circumstances last for more than six months, each party shall have the right to refuse any further fulfilment of the obligations under the contract

and in such case neither of the parties shall have the right to make a demand upon the other party for compensation for any possible losses.

The Party for whom it becomes impossible to meet their obligations under the contract, shall immediately advise the other party as regards the beginning and the cessation of the circumstances preventing the fulfilment of their obligations.

Certificates issued by the respective Chambers of Commerce of the Seller's or Buyer's country shall be sufficient proof of such circumstances and their duration.

 

11. ARBITRATION

All disputes and differences which may arise out of the present contract and/or in connection with it are to be referred for settlement to the Foreign Trade Arbitration Commission at the Russian Chamber of Commerce in Moscow in accordance with the Rules for Procedure of the said Commission, the awards of which are final and binding upon both parties. Application to State Courts is excluded.

 

12. OTHER CONDITIONS

(1) Neither Party is entitled to transfer their rights and obligations under the present contract to third persons without a written consent thereto of the other party.

(2) Any alterations and additions to the present contract will be valid only if made in writing and duly signed by both parties.

(3) After the signing of the present contract all preceding negotiations and correspondence pertaining to it become null and void.

 

 

LEGAL ADDRESSES OF THE PARTIES

Seller: Buyer:

___________________ ________________

 

SELLER BUYER

___________________ ________________

(Signatures) (Signatures)