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CONTRACT ¹ ____________
«__» ____________ 2009 ã. Lugansk
Private enterprise “Company Lugan’topservice” (Ukraine), hereinafter referred to as the ”Seller”, in the person of the Director Muntyan Anatoly Vladimirovich acting on the basis of the Statutes on one hand, and _________________________________ hereinafter referred to as the ”Buyer” in the person of _______________________________ acting on the basis of __________ on the other hand , together hereinafter referred to as the “Parties”, made the following Contract (hereinafter the “Contract”) about the following:
1. SUBJECT OF THE CONTRACT:
1.1. The Seller commits to supply on the terms of this Contract to the ownership of the Buyer the coal (hereinafter referred to as “Goods”), of grade B-3, and the Buyer commits to accept and pay for Goods on the terms set by the Contract.
1.2. The total quantity of coal supplied by this Contract is 5000 (five thousand) metric tons +/- 2% in the Seller’s option. The supply of Good is made by several batches according to Specifications that are an integral part of this Contract.
1.3. Abovementioned quantity of Goods can be changed according to the Additional written agreement of the Parties.
2. PRICE, PAYMENT PROCEDURE AND AMOUNT OF THE CONTRACT:
2.1. The price of Good supplied by this Contract is fixed price and it is ____________________ US dollars per one metric ton of Good on delivery terms DAF border ___________ station of transfer ____________, according to INCOTERMS in edition of 2000.
2.2. The payment by this Contract is made in US dollars on the terms of 100% prepayment of the declared batch of Good to the hard currency account of the Seller within 5 bank days on the basis of the invoice for prepayment sent to the Seller by the Buyer by facsimile (or by other way of communication agreed additionally by the Parties).
2.3. All payments by this Contract are made in US dollars by direct bank transfer of money to the Seller’s account indicated in this Contract if no other account is indicated in corresponding invoices of the Seller.
2.4. The date of payment is the date when the money is credited to the beneficiary’s currency account.
2.5. All bank commissions for money transfer to the Seller’s account are paid by the Buyer.
2.6. The total approximate value of the Contract is __________________________ US dollars +/- 10% US dollars and can be changed in the future by additional written agreement of the Parties.
2.7. The Parties agreed that in case of change of price for Good indicated in p. 2.1. the Seller notifies the Buyer about it. The Buyer from the moment of receiving the Notification should agree to the change of price for Good by signing additional agreement to this Contract. In case if the Buyer disagrees with the change of price for Good the validity of this Contract is canceled.
3. BASE DELIVERY TERMS:
3.1. Good is delivered by the Seller on terms DAF border ______________, Good is delivered in the railway wagons during planned month.
3.2. The Seller makes Good delivery by batches. The volume of the batch of Good subject to shipment is defined by the Seller based on the written application of the Buyer. The shipment of Good is made after the money comes to the account of the Seller within 14 bank days.
3.3. The request from the Buyer for inclusion of the deliveries into transportation schedule is directed to the Seller before the 10th of each month before the planned month. In case if transportation arrangements are broken the dates of shipment are defined additionally by agreement of the Parties.
3.4. The final settlements are made for actually delivered quantity of Good that is defined according to the data stated in the railway bills.
3.5. The following documents are sent by the Seller with each batch of Good:
- Certificate of Quality for the batch of Good (with the wagon);
- Railway bill (comes with the wagon);
Invoice for each batch of Good is sent by the Seller with registered letter by post or courier to the address of the Buyer.
3.6. In case if the payment for transportation set by carrier is increased the Seller notifies the Buyer about it and stops shipment by requisites of the Buyer until new terms are agreed. From the moment of notification of the Buyer the Seller stops receiving the requests for delivery of Good, payment for the Good and transportation until the Parties make decision about further destiny of the Contract. In case if the Buyer refuses to purchase the products on new terms this Contract is canceled.
3.7. Under this Contract when interpreting the terms of delivery the rules for interpreting trade terms INCOTERMS in edition of 2000 are in force.
4. TRANSFER-ACCEPTANCE OF GOOD:
4.1. Good is considered to be transferred by the Seller and accepted by the Buyer:
- by the quantity – according to the weight indicated in the railway bill;
- by the quality – according to the quality indicated in the working certificate of quality issued by Good producer for each batch of delivery.
4.2. Within 60 (sixty) calendar days from the date of shipment the Buyer provides photocopies of CCD (Cargo Customs Declaration) for this shipment with the mark of the Customs. The given copy of CCD is confirmed by the original stamp, signature of the Buyer and inscription “authentic copy”. Copy of CCD is sent by the registered letter or courier.
5. PAKAGING AND MARKING:
5.1. The coal supplied by this Contract is shipped by railway transport packed in polypropylene bags.
6. SANCTIONS AND CLAIMS:
6.1. Acceptance of the products by the quantity is made by the Buyer according to “Instruction on the procedure for acceptance of the products of production and technical purposes and consumer goods by the quantity” approved by the resolution of the State Arbitration of the USSR dd. June 15, 1965 Nr Ï-6. Acceptance of the products by the quality is made by the Buyer according to “Instruction on the procedure for acceptance of the products of production and technical purposes and consumer goods by the quality” approved by the resolution of the State Arbitration of the USSR dd. April 26, 1966 Nr Ï-7.
6.2. The Parties agreed that:
a) the Seller informs the Buyer about every case of incompliance of Goods to its quantity (taking into account its natural loss during transportation according to the Rules for cargo transportation) indicated in the railway bill and the Seller can send its authorized representative for participation in the acceptance of Goods;
b) if there are disagreements between the Parties by the quality of Goods the Seller will send its authorized representative for participation in the acceptance of Goods and the Buyer will make analysis of the quality of Good in the presence of the representative of the Seller in the independent laboratory;
c) in case if the representative of the Seller does not arrive for participation in the acceptance of goods the Buyer will make acceptance of Good unilaterally in the presence of disinterested persons. The following documents are submitted to the Seller: acts of acceptance, photographs, claims in the written form, laboratory analyses made in the independent laboratory, commercial acts signed by the representatives of the carrier that will be considered by the Seller within 15 days.
d) In case if the Seller is not informed by the Buyer and the acceptance of Goods by the quantity and the quality is made without authorized representative of the Seller the received results of the acceptance of the products by the quantity and the quality will be considered invalid and the Seller will be considered as the one fulfilled its obligations by supply in proper way.
7. RESPONSIBILITIES OF THE PARTIES:
7.1. Where this Contract or any Annexes and/or Amendments to it indicate any terms or dates corresponding obligations shall be executed before the end of these terms or until these dates and the responsible Party will be considered as the one not fulfilled its obligations after the end of such terms or until the date without reminding of the Party to which there was an obligation.
7.2. In case if the Buyer refuses from the supply of Good based on the submitted monthly request according to p. 3.3, the Buyer pays the penalty in the amount of 1% of the total amount of Specification.
7.3. Unused funds received by the Seller as prepayment according to p.2.2. of this Contract is subject to returning to the account of the Buyer within 5 bank days from the date when the Seller receives the letter from the buyer on return of the funds.
7.4. In case if any Party breaks provisions of this Contract or in case of any other misbihaviour expressed in non-fulfillment or breaking of obligatory regulations and/or requirements of the customs, port and other authorized bodies the guilty party commits to reimburse to the injured party all losses it born within 10 bank days from the date it receives the demand for reimbursement and documents confirming the fact and the amount of the losses born.
7.5. Under this Contract the losses are understood as unfavourable material (financial, property) consequences for one of the Parties the size of which can be proved with documents.
7.6. Reimbursement of the losses made and forfeit payment doesn’t deny the injured party the right to demand execution of the broken obligations in nature.
7.7. The infringed party nevertheless will not bear responsibility if it proves that non-fulfillment or improper fulfillment of obligations was caused by the circumstances of insuperable force (force-majeure).
8. FORCE-MAJEURE:
8.1. The Parties are free from the responsibility for partial or complete non-fulfillment of obligations by this Contract if it was a consequence of the impact of the circumstances of insuperable force (force-majeure).
8.2. The circumstances of insuperable force (force-majeure) include wars, natural calamities, fires, floods, earthquakes, changes of legislation, resolutions and decrees of the government, strikes and other circumstance independent from the activity of the Parties resistance to which can reduce insufficiently the loss they make.
8.3. In case if such circumstances come into force the Contract remains valid and the terms for the execution of the obligations of the Parties by this Contract delays adequately to the time during which abovementioned circumstances and their consequences were in force.
8.4. The Party under force-majeure circumstances is obliged to inform the other Party about it in any accessible way (by teletype, telex, fax) in terms not exceeding 7 days.
8.5. If the circumstances of insuperable force as well as their consequences last more than 3 months each Party has the right to refuse partially or completely from fulfillment of its obligations and cancel unilaterally this Contract. In such case none of the Parties has the right to demand from the other party reimbursement of losses.
8.6. The fact of force-majeure circumstances, the moment they arouse and terms of their validity shall be proved by certificate about force-majeure issued by the Chamber of Commerce and Industry of the country - participant of the Contract for which these circumstances occurred.
9. CLAIMS AND ARBITRATION:
9.1. Any disputes and disagreements aroused from/or in connection with this Contract will be regulated by the Parties by negotiations.
9.2. In case if the Parties do not come to agreement by moot points all disputes, disagreements aroused from or in connection with this Contract including ones touching its executions, violations, cancellations or invalidity are subject to final settlement in the International Arbitrage at the Chamber of Commerce and Industry of Ukraine.
10. OTHER REGULATIONS.
10.1. From the moment this Contract is signed all previous negotiations and correspondence by it lose its legal power.
10.2. Any changes and amendments to this Contract are valid only in case if they are made in the written form and signed by authorized for this representatives of both Parties. It is possible to sign this Contract, Specifications as well as other further amendments to it by facsimile.
10.3. None of the Parties has the right to transfer its obligations and rights by the Contract to the third persons without written agreement of the other Party to it.
10.4. Any changes and amendments to this Contract can be made only with agreement of both parties.
10.5 The Parties recognize validity and legal power of all documents including additional agreements related to the Contract if they are legalized with means of facsimile and confirmed with the original signature and stamp of one of the Parties.
11. DURATION OF THE CONTRACT.
11.1. This Contract comes into force from the moment it is signed by the Parties and is valid till December 31, 2009.
11.2. This Contract is made in Russian in two copies one for each Party and having equal legal power.
11.3. Each Party has the right to declare about termination of the Contract in the following cases:
- if the Seller doesn’t keep agreed terms of delivery;
- if the Buyer doesn’t keep the terms of payment for coal;
- if one of the Parties doesn’t satisfy the claim made according to p.9 of this Contract.
11.4. The Party – initiator of the Contract termination is obliged to notify the other Party about its intentions with indication of reasons within 10 days.
11.5. The Party-defendant is obliged to answer to the notifications within 7 days. In case of failure to regulate it within indicated terms the Party-initiator has the right to declare the Contract terminated for the date indicated in the notification.
11.6. Debts by this Contract aroused for the moment of termination are subject to unconditional satisfaction. Otherwise the Parties can act according to p.10 of this Contract.
12. LEGAL ADDRESSES OF THE PARTIES:
12.1. In case if the legal address or service bank is changed the Parties are obliged to inform immediately each other about it.
12.2. Requisites of the Parties:
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SELLER
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BUYER
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PE “Company Lugan’topservice”
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52, Dzerzhinskogo str., Lugansk, 91055 Ukraine
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ID 35707788
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Bank information:: Acc.26006018411410
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Beneficiary bank: BROKBUSINESSBANK,
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KIEV, UKRAINE SWIFT CODE: BRBBUAUX
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FOR LUGANSK BRANCH, Lugansk
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A/c. No. 390140457910
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BIC code BRBBUAUXLUH
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Correspondent acc. 36252082
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Correspondent bank: CITIBANK N.A., NEW
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YORK, USA S.W.I.F.T.: CITI US 33
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Postal address: office 42, 52 Dzerzhinskogo str
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Lugansk, 91055 Ukraine
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Telephone: +38-0642-58-01-37
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lugantopservis@ukr.net
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13. SIGNATURES OF THE PARTIES:
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