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Para 3 Time of Delivery

... samples shall be delivered within the time specified in appendix No. 5 hereto.

By the said time the equipment shall be manufactured, tested, preserved, packed and marked in accordance with the provisions and delivered to the ... border.

The delivery date of the equipment and technical documents shall be considered the date to be stamped on the railway/truck bill of lading at a transit point at the ... border.

Para 6

Quality of Equipment

The quality of equipment to be delivered hereunder shall correspond to the latest technological achievements as of the date of shipment of that equip­ment.

Para 10

Packing and Marking

10.1. The equipment shall be shipped in export packing suitable for the nature of the goods under supply.

The packing shall protect the goods against any damage and corrosion during their inland and sea transportation. The packing shall be fit for tran­shipping by means of cranes or manually.

10.2. Marking shall be inscribed on three sides of the cases (on two op­ posite sides and on the top of the case).

The following marking in the English language shall be inscribed with indelible paint on each package: Top Handle with care

Gross weight kg

Net weight kg

Dimensions of case (length, width, height) cm

Do not turn over

Company . . .

Country of destination ...

Contract No

Package No

Station of destination

Consignee

Para 12 Notification of Shipment

Within twenty-four hours from the moment of the equipment shipment, the Seller shall notify by fax the Buyer and the Consignee of the shipment being carried out, indicating the following data: date of shipment, contract No., contract item No., description of the equipment, weight of the equip­ment (gross weight and net weight), quantity of the equipment, railway/ truck bill No., date of crossing the ... border.

The notification of shipment shall be sent to the following addresses:

The Buyer — the RF, Moscow, Company ...

The Consignee —

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f.o.t. (free on truck) франко борт manually ['maenju3li| adv вручную

грузовика indelible [m'delibl] paint нестираю-

hereto adv к этому щаяся краска

hereunder adv под этим, под сим dimension ldi'menf(a)nj п размер,

to be lit быть годным, соответство- величина, габарит

вать

CONTRACT NO. ... Transport Conditions

a) C.I.F.

The Sellers shall charter a vessel.

After chartering the vessel, the Sellers shall advise the Buyers of the vessel's name and approximate date of the vessel's arrival at the port of loading.

After receipt of such information the Buyers shall fax the Sellers the port of destination.

The master of the vessel shall telegraph to the Buyers the vessel's exact date of arrival at the port of destination and the quantity of the goods. Such cable is to be given immediately after the vessel's sailing from the port of loading.

Written notice of the readiness of the vessel for discharge is to be given by the Captain or by the vessel's Agent to the Buyers' representative at the port of discharge during official working hours, regardless of whether the vessel is in berth or not.

Lay time is to be counted from 1 p. m. if notice of readiness is given before noon, and from 8 a. m. of the next working day, if notice of readiness is given after noon.

The Buyers undertake to discharge the goods by their stevedores and for their own account at the average rate of 250 cbms per hatch per weather working day. Sundays and Holidays are to be excluded only in case there is no actual discharge during these days.

If the Buyers fail to fulfil the said rate of discharge, they shall pay the Owners demurrage at the rate of... . In counting lay time, the official na­tional holidays in ... are to be excluded. If the vessel is discharged sooner, the owners shall pay the Buyers despatch at half of demurrage rate for all time saved in discharging.

Extra expenses for stevedoring and all extra expenses for discharging on the shore are to be paid by the party which ordered the overtime.

The vessel is to provide free of charge winches, as well as light for night work.

Not later than two weeks after the discharge of the vessel, the Buyers shall send the Owners two copies of time-sheets signed by the Captain.

In case of strike or lock-out affecting the discharge of a vessel, the Buy­ers, have the right to keep the vessel waiting until such strike or lock-out is over paying half demurrage, or to order the vessel to a safe port where she can safely discharge without risk of being detained by strike or lock-out.

b) F. О. B.

i The Buyers shall charter tonnage to ship the goods within 3 weeks from the date of the Sellers' advice about the port of loading and quantity of the ;goods ready for shipment.

Immediately after chartering a vessel the Buyers shall telegraph the Sell­ers the name of the vessel, her flag, her loading capacity and the arrival date at the loading port and send two copies of the Charter-Party.

The Sellers undertake to load the goods by their stevedores or for their account in strict accordance with the customs of the port.

The Sellers are to provide free of charge shore winchmen and/or shore cranes, if needed.

If the Sellers fail to load the cargo at the above rate and the vessel is detained, demurrage shall be paid by the Sellers to the Buyers at the rate of

Shipowners of each chartered vessel shall pay directly to ... port dues, pilotage and Agent's fees for shipped goods on f. o. b. basis and disburse­ment expenses, including Captain's personal expenses as per the invoice made out by ... and signed by the Captain.

The master shall be responsible for proper stowage of the goods in holds and/or on deck. Any claim shall be deemed to have been waived by the Owners unless such claim is presented in writing in English at the loading port before signing Bill of Lading.

winch n лебедка

time-sheet (timesheet) n таймшит (ведомость учета времени, затрачен­ного на погрузку и/или выгрузку судна)

winchman п лебедчик

pilotage п лоцманские услуги

master of the vessel хозяин судна,

капитан sail v отплывать, отправляться for one's own account за чей-л. счет cbms кубические метры hatch n люк

weather working day погожий pa-■ бочий день

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UNIT 10 NEW FORMS OF COOPERATION

A.

TEXT

More and more often the current trend in the development of mankind is described as "globalization".

Cross-border trading is growing, companies are getting global, capital markets are becoming international, individual national economies increase their links with others.

The integration of Russia into the world community enables Russia to diversify its international cooperation and to make it more dynamic and ef­fective.

The most common examples are: cooperation on a compensation basis, cooperation in setting up joint ventures, and cooperation within the frame­work of consortium agreements.

The consortium1 has been found a useful way for the arrangement of collaborative work when a project makes too large a technical, commercial or financial demand on the resources of a single company or group.2

The possible commercial relations between enterprises in a consortium are variable and in practice each agreement has to be individually negoti­ated. Consortium agreements are difficult to settle partly because there is a great deal of money involved but often because competing enterprises do not make happy partners.

The consortium is likely to take the form3 of an arrangement between a number of organizations formed to accomplish the particular task specified to satisfy the customer's requirements, for example, large industrial works, road building, bridge building, road or rail automatic control systems, large scale irrigation projects, etc.

The consortium can be formed for the manufacture of a complex system involving research, engineering, development, production, and marketing phases.

B.

September 5, 20 ... Dear Sirs,

You may know that the Government of... has recently made a decision to construct a ... Complex in the country.

In compliance with the decision, the country's Ministry of Industries has announced tenders for the implementation of the project.

The tenders are invited for studies and surveys of the site, designing and construction of... Mill and the infrastructure of the complex, development of facilities, training of local personnel, and guarantee maintenance of the complex. The Tender Documents put out by the Ministry show that the Tender Committee will give preference to a bid providing for a compensa­tion deal, i. e. repayment of the credit to be extended to the Government of the country will be made in finished products.

The Project falls into our line of business and we are therefore interested in the participation in the tender.

However, experience shows that such large-scale projects are often built nowadays jointly by several companies, as their implementation requires considerable resources.

Hence, our subject in writing to you is to inquire whether you would be willing to enter into a consortium to tender for the ... Complex with our­selves and ....

Should you be interested in a joint venture of this kind we shall be very pleased to arrange talks in Moscow between the parties concerned to con­sider the matter of pooling our resources and to negotiate an agreement on the establishment of a consortium.

Please let us have your views on the proposal as soon as possible as the bidding deadline is set for 17. 00 hours, on 8th December, 20...

We are looking forward to hearing from you.

Yours faithfully,

i

С

DISCUSSING FUTURE CONSORTIUM AGREEMENT

Consortium member: The general feeling is that your firm should be leader of our consortium.

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331

Consortium leader: Well, basically we don't object, but our share of sup­plies and services is not going to be big.

C.M.X That may be so, but you have a lot of experience in constructing projects in that country, you know the market and business firms very well.

C.L. No objections then, gentlemen. In that case before we begin to draft the consortium agreement let's talk over some fundamental ques­tions.

СМ., Very reasonable. We believe that our agreement should be signed on an exclusive basis, we shouldn't be members of any other consor­tium that will tender for the same project.

CM.2 Certainly, we shouldn't. It may lead to giving away commercial se­crets.

C.L. Can we take it that we are unanimous here?

C.M.X Yes, and we must have a provision to keep confidential all business information and a prohibition against competition.

CM.2 We are all for it. And who will sign the contract with the customer?

C.L. There may be alternatives. But if we assume that the members will be jointly and personally liable to the customer then it will be proper if each member signs the contract.

C.M.j We couldn't agree more.

CM.2 And what if the tender is not accepted?

C.L. The consortium will be wound up.

CM.{ There's one more thing we need to consider. It's whether in principle a member should have the right to pull out of the consortium.

C.L. Generally it's not desirable, and personally we are against the right of retirement.

C.M.{ We are with you here, but we believe it would be fair to specify the right of the members to expel defaulting members and to admit new ones.

C.L. That seems to be О. K.

D.

DISCUSSING POWERS AND OBLIGATIONS OF THE CONSORTIUM LEADER

C.L. Good morning, gentlemen. Please, sit down. Are we all here? Let's start with recapitulating the decisions we reached at our yesterday's

332

meeting on the internal organization of our consortium. Let me read the minutes: (reads)

"Members' meetings should be regarded as plenary meetings of the Consortium, at which all the members should be present, i.e. the quorum is 100 %. If the quorum is not present the meeting shall stand adjourned. Frequency of meetings—every quarter. Notice — by post, 1 month before the date of the meeting. Voting procedure: all the decisions of the members' meetings require a unanimous vote. Each member has one vote." Is it О. K?

Voices: Yes, approved.

C.L. Then let's get on, the first item on the agenda today is powers and obligations of the Leader.

С.ЛГ, May I have my say? The draft says that the leader will coordinate the

, work, keep all the consortium members informed and provide copies

of relevant correspondence. We believe, that the duties should be

* i more comprehensively listed, because it's the most likely area where

.'.; problems may arise.

C.L. Very reasonable. We'll specify this article of our agreement in a more detailed way and present it for your approval tomorrow. Our next point is the leadership fee. Any proposals, gentlemen?

СМ., It may be calculated as a percentage of the price of the contract.

CM.2 No objections to the method, but the percentage should be fixed af­ter we settle the question of the Leader's obligations.

C.L. All right, then we'll leave it there, shall we?

C.M.{ Let's.

E.

The ... company together with two foreign companies agreed to estab­lish a consortium to participate in the tender.

The agreement stipulated that if the Purchaser awarded the Purchaser contract to the consortium the members of the consortium would execute all the works jointly in accordance with the division of supplies and services agreed among the members.

In compliance with the agreement each member of the consortium pre­pared a tender for his share of supplies and services and handed it over to the ... company, the leader of consortium who prepared a complete tender and submitted it to the tender committee.

333

The contract for the turn-key construction of the... complex was awarded to the consortium, since the Purchaser found the consortium bid highly ad­vantageous.

NOTES

1. consortium sing консорциум

Некоторые существительные латинского происхождения в сов­ременном английском языке имеют две формы мн. числа: consortia (лат. форма), consortiums (англ. форма). Ср.: memorandum— memoranda, memorandums.

... когда одной компании или группе компаний сложно осу­ществить проект в связи с тем, что их технические, коммер­ческие и финансовые возмож­ности ограничены.

Консорциум чаще всего может представлять собой ...

  1. ... when a project makes too large a technical, commer­cial or financial demand on the resources of a single company or group.

  2. The consortium is likely to take the form ...