加拿大外贸
CONTRACT No. _______Tallinn, Estonia
On January, 17, 2005
BUYER:
AS Lavesta, as represented by Chief of the Board Nikolai Korban, acting in conformance with Charter,
SELLER: , acting in conformance with Charter.
1. SUBJECT MATTER
1.1.SELLER delivers the specified goods to BUYER on the terms stipulated by the present contract.
1.2.Description of goods: decoration items
1.3.Quantity, assortment, kit contents, price of goods and shipment date for each lot are stipulated by SELLER’s acceptance of BUYER’s orders.
1.4.BUYER forwards an order to SELLER via fax or electronic mail. Within 3 business days upon receipt of BUYER’s order, SELLER accords the order by sending a proforma invoice to BUYER via fax or e-mail, or informs BUYER that the order cannot be fulfilled. An order thus negotiated is binding on both parties.
1.5.The frequency of shipments is determined by the frequency of BUYER’s orders.
1.6.The basic terms of sale according to INCOTERMS 2000 are by default considered FOB China, Ningbo. In case the basic terms of sales of a specific order change to CIF St.Petersburg, the parties additionally agree on this change in the corresponding order.
2. VALUE OF GOODS. SETTLEMENT TERMS.
2.1. BUYER pays SELLER’s invoices by transferring funds to an account with SELLER’s bank. On the loading day SELLER forwards via fax or e-mail copies of the invoice, packing list and Bill of Lading confirming the loading. All fees charged by BUYER’s bank shall be to BUYER’s account, all fees charged by SELLER’s bank and correspondent banks shall be to SELLER’s account.
The currency of payment is USA Dollar.
2.2. Each lot of goods shipped is to be paid for on the terms of credit for 30 (thirty) working days upon delivery of the goods and upon the BUYER receives the copies of the Bill of Lading, invoice and packing list from the SELLER. Upon receiving the confirmation of the payment, SELLER undertakes to send the originals of the Bill of Lading, invoice and packing list to the BUYER.
2.3. BUYER has the right to assign the payment of SELLER’s invoices to third parties. In this case, BUYER is obligated to notify SELLER of the name of assignee at the time of order negotiation, and SELLER is obligated to take all measures necessary for timely acceptance of the payment.
2.4. The prices for complete kits of goods as communicated by SELLER to BUYER at the time of contract (list prices) are the baseline prices which may subsequently be increased or decreased, of which fact SELLER is obligated to notify BUYER no later than 45 days in advance of the introduction of new prices.
2.5. Price changes shall not apply to shipments and agreed orders made before the notice of change is given to BUYER.
2.6. If BUYER disagrees with a price increase for the goods, it may cancel agreed orders by written notice, such notice to be forwarded to SELLER within 15 days upon the notice of price increase.
2.7. The price of goods includes the cost of packaging and marking.
3. DISCOUNTS AND PREMIUMS
3.1.SELLER accords to BUYER a discount for defective goods in the amount that is agreed upon between BUYER and SELLER with reference to the specific order. This discount is to be deducted in the invoice. This discount is to indemnify BUYER for transportation damages and BUYER’s losses incurred when settling customers’ small claims, whereas BUYER engages not to put in claims for amounts below the stipulated discount from the total value of the goods shipped within the stipulated period of time. In case that the claimed value of defective goods exceeds the amount of the defect discount, the parties shall obey the provisions of the present contract.
4. ADVERTISING OF THE GOODS
4.1. BUYER has the right to conduct advertising and other promotion of the goods in the context of its trading activities, including the use of SELLER’s trademarks. In case of joint advertising campaigns, the parties shall negotiate their terms by executing supplementary agreement(s) to the present contract.
4.2. As the order is being produced, BUYER suppliers SELLER with all necessary information on the trading mark, on the advertising and promotion strategies and campaigns.
4.3. SELLER undertakes not to use the rended information in the commercial or other purposes, not to produce under the trademark given by BUYER goods for other clients.
5. delivery time
5.1. Delivery time shall be negotiated by the parties for each lot of the goods and quoted in the invoice with the exact date.
5.2. SELLER has the right to deliver the goods before the date quoted in the invoice upon a mandatory prior approval by BUYER.
6. QUALITY AND SAFETY GUARANTEES
6.1. The quality of goods to be delivered shall fully meet the international standards for the given type of goods, the standard export quality for SELLER’s country, and SELLER’s catalogues and advertising materials.
6.2. The warranty for the goods shall be 6 calendar months from the date of shipment. If any manufacturing defects are detected in the goods by BUYER within the duration of warranty, BUYER notifies SELLER about this circumstance by claim (attracting SELLER’s representative if it’s necessary) and put forward claim according to 10 chapter of this contract.
6.3. SELLER is obligated, upon BUYER’s request, to submit documents attesting to the consumer safety of the goods.
7. DELIVERY AND ACCEPTANCE OF THE GOODS
7.1. Acceptance of the goods as to the number of packages shall be conducted at the point of delivery in presence of SELLER and BUYER (or its authorized shipping agent).
7.2. Acceptance of the quantity and quality of goods within packages shall be conducted by consignee (indicated by BUYER) within 5 (five) business days upon receipt of the goods at consignee’s warehouse.
7.3. If the acceptance of the goods reveals a deficiency in quality, quantity, kit contents, packaging or labeling of the entire lot or its part with respect to the provisions of the present contract, BUYER shall draw up a reclamation report (attracting consignee and SELLER’s representative if it’s necessary) and put in relevant claims according to the reported violation of contractual provisions in conformance with 10 chapter of this contract.
7.4. The title to the goods and the risks of accidental damage or loss of the goods passes from SELLER to BUYER at the moment of delivery of the goods to BUYER (or its authorized shipping agent).
8. PACKAGING. MARKING. EXPORT DOCUMENTS.
8.1. The packaging of goods should meet the applicable standards in SELLER’s country (or technical specifications) and preserve goods from various damages, including the possibility of multiple reloading in transit and long-term storage (at least 12 calendar months). The packaging should prevent the goods from displacement within the package when tipped.
8.2. When selecting the type of packaging and containers, SELLER should take into account the temperatures in the climatic zones through which the goods are to be shipped.
8.3. SELLER is liable to BUYER for damage or breakage of the goods caused by inappropriate packaging.
8.4. Packages requiring special handling should be additionally marked “Handle with care”, “This side up”, “Do not tip”, etc.
8.5. SELLER shall attach the following documents to each lot shipped:
packing list, copy of export declaration, bill of lading (or an equivalent document).
9. LIABILITY OF THE PARTIES
9.1. For a failure to ship the goods on the date stipulated by the present contract or a negotiated order, SELLER is obligated to pay BUYER a penalty of 0.01% of the value of undelivered goods for each day of delinquency, as well as to reimburse the demurrage costs in full.
9.2. Penalties and demurrage shall de withheld from the amounts to be paid for the goods shipped by putting forward credit-note.
9.3. In case when a delivery is delayed by more than 1 (one) month, BUYER shall have the right to refuse agreed order.
9.4. For a late payment, BUYER shall pay SELLER a penalty of 0.01% of the amount due ofr each day of delinquency.
10. CLAIMS
10.1. All claims should be filed within 10 (ten) business days from the deadlines stipulated by clauses 6.2, 7.2 of the present contract.
10.2. A claim should include the quantity and name of the defective goods and the reason for the claim.
10.3. The claim shall be sent by via fax or electronic mail, accompanied by all necessary substantiating documents.
10.4. SELLER shall have the right to verify the validity of the claim on the spot through its representative.
10.5. In case of validity of a claim confirming by parties, BUYER can choose putting forward credit-note or demanding to replace the defective goods at SELLER’s own expense with the next shipment from the SELLER.
11. FORCE MAJEURE
11.1. In case when one of the parties becomes unable to fulfill, fully or in part, its obligations under the present contract for the reasons of fire, acts of God, war, military operations of various kind, blockade, or export / import embargo, the deadlines for the fulfillment by the parties of their respective contractual obligations shall be extended for the duration of such circumstances.
11.2. If the above force majeure circumstances continue over one month, either party shall have the right to refuse from further fulfillment of its contractual obligations, and neither party shall be entitle to reimbursement of any losses by the other party. The party which has become unable to fulfill its obligations under the present contract is obligated to notify the other party in writing of the onset and cessation of the force majeure circumstances within 5 days from such onset or cessation.
11.3. Certificates issued by a chamber of commerce in the country of BUYER or SELLER (as applicable) shall be deemed a sufficient proof of existence of the above circumstances.
12. ARBITRATION
12.1. All disputes and disagreements which may arise from the present contract or in relation to the present contract shall be resolved by negotiation between the parties.
12.2. Failing an accord as a result of negotiations, the dispute between the parties shall be resolved by International Commercial Arbitration Court of the Chamber of Commerce and Industry of Russian Federation in accordance with this Court’s Regulations, decisions of the Court being final and binding upon both parties.
12.3. The parties accept the jurisdiction of law of Russian Federation for the purpose of arbitration proceedings.
13. MISCELLANEOUS PROVISIONS
13.1. Neither party may assign to third parties its rights and obligations under the present contract without written permission from the other party, except cases expressly allowed by the present contract.
13.2. All changes and supplements to the present contract shall only be effective when executed in writing and signed by the persons duly authorized by the parties.
BUYER may charge to third parties to perform acts and formalities under the present contract by issue of a letter of trust.
13.3. The contract becomes effective on the date of signing by the persons authorized by SELLER and BUYER, and remains permanently valid.
The present contract may be terminated by consent of the parties, upon one party’s initiative with at least 30 days’ notice to the other party, on a proviso of complete settlement between the parties.
13.4. The present contract is signed in 2 (two) copies in Russian and English, both texts being authentic.
13.5. The present contract consists of 7 pages.
13.6. All appendixes to the present contract form its integral part.
REGISTERED ADDRESSES OF THE PARTIES:
BUYER:
Narva 13
Tallinn 10151
Estonia
SELLER:
BUYER’s signature:
____________________________________
SELLER’s signature :
____________________________________
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评论
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