| _27______2012. Leger lien Co, "" .., , _SRL_ "_Fiore__", "" ____ ..___ , __________, : 1. 1.1. ( ), ___CIP___ -2000, _2- _ .: 1.1.1. ( ) ___ (Leger lien Co______________________________ 1.1.2. _______________________ 1.1.3. __50000 _________ 1.1.4. ) ______1134000____, ___________________________ () ) ___________204120__________ ) _______1020600 ( 10%)_____ 2. 2.1. . . 2.2. _____1020600___ (______________________) , . 2.3. , , . 3. 3.1. : _CIP__. 3.2. , . 3.3. , _______. 3.4. ____ __. 3.5. __ __ . 3.6. , : , , , , , . 3.7. _7_ __, 0,1% , 10% 3.8. _14_ __, . 3.7. , _7_ , 0,1% , 10% . 3.8. _ _( ). 3.9. / . 4. 4.1. , ____, __Barclays_. 4.2. ____ , , , __, . __ _21_ . 4.3. __ ; , , . 4.4. __ : 1. , _/ _. 2. 3- . 3. 3- , ; 4. , 2- , , ; _21_ . __. 5. 5.1. . 5.2. , . 5.3., , : . 5.4. ( , ) , ( ), . 6. 6.1. : - ; . 6.2. . : - (); - , ; . 6.3. ( ) -. 7. 7.1. . 7.2. 10 . 7.3. , , , . . 8. 8.1. . , , , . 8.2. . 8.3. 30 . 9. 9.1. __ . ( ) " " . 2.1 . __. 10. 10.1. , , , , - . __, , . 11. - 11.1. , (-). 11.2. - : ; , , , , ..; .. , . 11.3. , , . 11.4. , , . 11.5., , , . , , , . 12. () , __14__ , __3__ , : , , , , , ; ; ; ; . . 13. 13.1. . 13.1.2. , . 13.2. . 2 , , . 13.3. , 10 . 13.4. : _2 _. 14. : Leger lien Co ( ) : 146166, ., .35/2 133 7721594829; 772101001 / 40702810638360109324; /c 30101810400000000225; 044525225; , . : SRL Fiore () : . - 17, , 20100. 7717600050; 771701001 / 40702810172000006424; / 30101810100000000716; 044525716 , . . (BUYER): _______________________ | Contract Moscow ____________ 2012 PLC Le'ger lien Co, hereinafter referred to as "Seller" in the person of General Director Novitskaya E.D., acting under the statute, and ___ "_______", hereinafter referred to as "Buyer" in the face of __________________ - General Director, acting on the basis of _____________, have signed this contract as follows: 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 delivery basis _____ (Incoterms-2000) up to _________ after signing: 1.1.1. Name (with a producers name) ______________________________________ ____________ 1.1.2. Means of measurement ______________________________________ 1.1.3. Quantity_________________________________________________ 1.1.4. ) Whole packs price ___________________________, ___________________________ (written) ) Sales tax ______________________________________ ) Total transfer ______________________________________ ____________ 2. Price and total amount of the contract. 2.1. All the prices are specified in the SELLERs proposals and fixed in RUB. 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 ____________ (________________________) RUB 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 and date of delivery 3.1. Terms of delivery: _________. 3.2. Delivery of Goods shall be parties formed on the basis of orders and the availability of the Buyer to the Seller's warehouse. 3.3. An order is accepted for execution, if the BUYER put the SELLER __________________________. 3.4. ___________ Shall enter into force after confirmation by the Buyer agree to pay on the _____________. 3.5. Seller agrees to within __ days from the date of confirmation by the Buyer agree to pay to ship the product exhibited ____________ stock. 3.6. Seller shall notify Buyer of the fact of shipment in the shortest possible time, giving the following information: the date of shipment, contract number, name of delivery vehicles, transportation document number, description, quantity and weight of goods shipped. 3.7. If the seller has failed to make shipment within __ days from the date of confirmation by the Buyer agree to pay to _____________ the exposed, he must pay the buyer 0.1% of the total cost for each day of delay, but not more than 10% of the Contract 3.8. If the seller has failed to make shipment within __ days after confirmation of the consent of the Purchaser for payment by visiting _____________, Buyer shall have the right to refuse the goods ordered. 3.7. In case of violation of terms of payment by the Buyer under this contract for more than _____ days, the Seller retains the penalty vrazmere 0.1% of the cost of services for each overdue day, but not more than 10% of the Contract. 3.8. Ownership of the Goods shall pass to Buyer at the time of ______________________ (according to the basis of delivery). 3.9. The delivery date is the date of the bill of lading and / or date stamp on the consignment note. 4. Terms of payment Payment for the goods delivered is effected in RUB under an irrevocable, confirmed divisible _______________ established by the Buyer with the Bank ____________________. The _____________ to allow transshipment and partial shipment and to stipulate that all the expenses connected with the opening and the extension of the ______________ and any other bane charges to be for the Buyers' account. The _____________ is to be valid for _____ days. The terms and conditions of the ______________ should correspond to the terms and conditions of the Contract; the terms which are not included in the Contract to be not inserted in the _____________. The _______________ to be available against presentation of the following documents: 1. Full set of clean on railway Bills of Lading issued in the name of BUYER for shipment of the goods to ___________________. 2. Invoice in triplicate; 3. Specification in triplicate stating Contract N., Numbers of shipped cases; 4.Quality Certificate issued by the Seller in duplicate confirming that the quality of the goods corresponds to the conditions of the present Contract; The Sellers should submit the above- said documents to the Bank for payment within _____ days after loading of the goods. Should the Seller fails to do this he is to bear the expenses for prolongation of the __________________. 5. Packing and Marking 5.1. The GOODS shall be packed and marked in accordance with the demands of each kind of the GOODS. 5.2. Internal and external packing shall secure full safety of the GOODS and protect them against any breakage and damage as well as atmospheric effects. 5.3. Each pack used for packing the GOODS shall be marked three sides: top one and two opposite to each other side sides. 5.4. All the covering documents such as Packing and Specification Lists as well as Marking and Technical Documentation(if any) 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. 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 official representative of the Chamber of Commerce (at BUYERs 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. 7.2. For the GOODS is set a period of 10 days to return the issued goods in case of BUYER finding unfitting of the original standards. 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 proved by the Certificate drawn up by a competent independent expert Organization. 8.3. The SELLER is to examine and fulfill the claim within 30 days on receipt of the claim. 9. Insurance 9.1. __________ is willing to insure the GOODS against all transportation risks on whole cost of the GOODS. Insurance is made in currency of contract in an insurance company (Ingosstrah RF) All risks included according to p. 2.1 of Rules of transport insurance of cargo. Insurance policy is written out on __________ name. 10. Arbitration All disputes and differences which may arise out of the present Contract or in connection with the same are to be settled without application to State courts by Arbitration Court at Chamber of Commerce, _______________ in accordance with the Rules of procedure of the above Court the awards of which are final and binding upon both Parties. 11. Force-majeure 11.1. Parties exempt from liability for any failure to perform its obligations hereunder if such failure was due to force majeure (force majeure). 11.2. The Parties recognize the force majeure following circumstances: natural disasters, terrorist acts, riots, strikes, hostilities, fires, etc., ie, circumstances that directly resulted in the impossibility of performance of the Parties of their commitments. 11.3. In case of the above circumstances, which make it impossible to partial or complete performance of the Contract of either party, the date of fulfillment of contractual obligations vary according to the duration of the impact of such circumstances. 11.4. If above circumstances continue for more than three months, each party has the right to refuse any further fulfillment of contractual obligations, in which case neither party has no right to claim damages. 11.5. Parties being under the influence of the circumstances which render impossible the fulfillment of contractual obligations, shall inform the other party on the beginning and end of such circumstances within five days. Documents from the Chamber of Commerce of the Seller and Buyer, respectively, will confirm the evidence of the above circumstances, their presence and duration. 12. Transportation terms Seller at its expense shall notify by telegraph (facsimile) Buyer no later than _______ days prior to the date of delivery of readiness for shipment, as well as within ____ business days after shipment, giving the following information: the date of shipment, name of goods, seats, gross and net weight, contract number, name of vessel and number of the bill of lading for sea shipment, flight number and airway bill for air-shipment, vehicle number and waybill number for road transport, the consignment note number for rail shipments, number of postal receipts for mail. Notification of shipment must be confirmed by letter. 13. Other terms 13.1. This Contract may be amended or terminated only with the design of the written agreement of the parties. 13.1.2. Any amendments to this Contract shall be an integral part of and are valid only if they are designed and certified in writing signed by authorized representatives of both parties. 13.2. After signing the contract all previous negotiations and correspondence relating thereto shall be canceled and become null and void. This Contract is made in two copies, one for each of the Parties, Russian and English version being equally authentic. 13.3. In case of change of bank details of either party the other party must be put notify in writing, within 10 days must be signed by both parties to make amendments to this Contract with the newly established bank details. 13.4. Term of Contract: The contract shall enter into force upon its signing and is valid up to ______________. 14. Legal address and Bank Requisites of the Parties SELLER: PLC Le'ger lien Co Legal address: 146166, Moscow Russia, Khoroshevskoe sh.35/2, office 133 TN 7721594829, CRP 772101001 C/a 40702810638360109324; Cor/a 30101810400000000225; BIN 044525225; Moscow Bank of Sberbank of Russia, Moscow BUYER: SRL "Fiore" Legal address: Str. Monte Napoleone 17, Milan, 20100. TN 7717600050, CRP 771701001 C/a 40702810172000006424; Cor/a 30101810100000000716; BIN 044525716 JSCB "Barclays", Milan. SELLER (): _____________________ |
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