Article 1 Definitions and Principles of Interpretation



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Article 1 Definitions and Principles of Interpretation



1.1 Definitions — Whenever used in this Agreement,
unless there is something in the subject matter or context
of their use inconsistent therewith, the following words and
terms shall have the respective meanings ascribed to them
as follows:

(a) Agreement — «Agreement» means this Purchase/
Sale of Goods Agreement and all instruments supplemen­
tal hereto or in amendment or confirmation hereof; «here­
of», «hereto» and «hereunder» and similar expressions
mean and refer to this Agreement and not to any particu­
lar article or section; «Article» or «Section» means and
refers to the specified article or section of this Agreement;

(b) Buyer — «Buyer» means *, a corporation organi­
zed and existing under the laws of*, the Party of the Sec­
ond Part hereto;

(c) Parties — «Parties» means the Seller and the Buyer,
collectively, and «Party» means only one of them;

(d) Purchase Price — «Purchase Price» means the pur­
chase price to be paid by the Buyer to the Seller for the
Purchased Goods as provided in Section 4.1 hereof [as
adjusted, if necessary, pursuant to Section 3.3 hereof];

(e) Purchased Goods — «Purchased Goods» means all
of the goods described in Section 3.1 and Schedule I here­
of; and

(0 Seller — «Seller» means *, a corporation organized and existing under the laws of*, the Party of the First Part hereto.

1.2 Interpretation — Whenever the contest requires, all
words used in the singular number shall be deemed to in­
clude the plural and vice versa, and each gender shall in­
clude any other gender. The use herein of the word «in­
cluding», when following any general statement, term or


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matter, shall not be construed to limit such statement, term or matter to the specific terms or matters set forth imme­diately following such word or to similar items or matters, whether or not non-limiting language (such as «without limitation», or «but not limited to», or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. The use of the word «approval» or «consent» shall mean the prior written ap­proval or consent.

1.3 Entire Agreement — This Agreement, including
Schedules * to * hereto, together with the agreements and
other documents to be delivered pursuant hereto, consti­
tute the entire Agreement between the Parties pertaining
to the subject matter hereof and supersede all prior agree­
ments, understandings, negotiations and discussions,
whether oral or written, of the Parties and there are no
warranties, representations or other agreements between
the Parties in connection with the subject matter hereof
except as specifically set forth herein and therein. No sup­
plement, modification or waiver or termination of this
Agreement shall be binding unless executed in writing by
the party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall con­
stitute a waiver of any other provisions (whether or not
similar) nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.

1.4 Headings — The Article and Section headings con­
tained herein are included solely for convenience, are not
intended to be full or accurate descriptions of the content
thereof and shall not be considered part of this Agreement.

1.5 Schedules — The following are the Schedules to
this Agreement, which Schedules are an integral part of
this Agreement:


 


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С. А. Семко, В. В. Сдобников, С. Н. Чекунова

Schedule I — Purchased Goods Schedule II — Specifications Schedule III — Shipment Schedule

1.6 Applicable Law — This Agreement shall be governed
and construed in accordance with the laws of the State of *
and the laws of the [United States] applicable therein and
shall be treated in all respects as a* contract.

OR

Sales Convention This Agreement shall be governed and construed in accordance with the United Nations Con­vention on Contracts for the International Sale of Goods sup­plemented by the law of the State of *, USA.

OR

Domestic Law — This Agreement shall be governed and construed in accordance with the domestic laws of the state of * and the domestic laws of the United States applied therein and shall be treated in all respects as a domestic * contract.

1.7 Jurisdiction — Any controversy arising hereunder
or in relation to this Agreement shall be settled in [New
York] as hereinafter provided for. The Court and the au­
thorities of the [State of New York] shall have jurisdiction
over all controversies which may arise under or in relation
to this Agreement, especially with the respect to the exe­
cution, interpretation and compliance of this Agreement,
the Parties hereto waiving any ,other venue which they
might be entitled by virtue of domicile, habitual
residence or otherwise. The Parties acknowledge and agree
that the provisions of this clause, section 1.7 do not super­
sede Article 11 (Arbitration). It is the intention of the Par­
ties that the provisions of Article 11 prevail in the event of
any dispute, difference, controversy or claim. Only in the
event that any such dispute, difference, controversy or
claim is not within the arbitration provisions of Article
11 do the Parties agree to the exclusive jurisdiction of the
courts of [state of New York].


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1.8 Currency — Unless otherwise indicated, all dollan imounts referred to in this Agreement are in [United States] currency.

Article 2 Compliance

2.1 Compliance — Each Party agrees that it shall act so
as to implement, to its full extent, the provisions of this
Agreement and in all respects use its best endeavours and
take all such steps as may reasonably be within its power so
as to comply with and act in a manner contemplated by
the provisions of this Agreement and so as to implement
to their full extent the provisions of this Agreement, and
to extent, if any, which maybe permitted by law, shall cause
its respective nominee, directors, agents and employees,
if any, to act accordingly.

2.2 Parties to be Bound — The Parties covenant and agree
to conduct their affairs in accordance with the provisions of
this Agreement and to take no action which would consti­
tute a contravention of any of the terms or provisions of this
Agreement. Nevertheless, notwithstanding anything con­
tained in this Agreement, the Parties shall so conduct their
affairs as to comply with any law (statutory or otherwise),
regulation or other legal requirement applicable to them.



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