11. All _____ and differences which may arise out of the present Contract and in connection herewith are to be referred for settlement without _____ to the courts of law, to the Arbitration Court _____ the Chamber of Commerce.

12. Neither party _____ this Contract shall have the right to _____ to any third party their rights and obligations under the contract without written _____ of the other party.

13. The Seller shall advise the Buyer by fax of the number and date of the postal _____.

14. The Cement shall be loaded by the Seller by his _____ and at his expense according to a _____ Plan.

15. The Buyers guarantee the _____ to the Sellers of three original Bills of Lading and three _____ copies within three business days after completion of loading of each vessel at each port.

Section 9. Import contracts

BLOCKS 1-2. IMPORT CONTRACT FORM FOR THE SALE

OF MACHINERY

LEAD-IN

• What clauses should be included into a contract for machinery and equipment?

• What clauses cover quality characteristics of machinery?

FOCUS 1

Contract No …

For Machinery

BLOCK 1

Moscow “___”________20__

Messrs.______________________ hereinafter referred to as the Sellers, on the one part, and _______________________ , Moscow, hereinafter referred to as the Buyers, on the other part have concluded the present Contract for the following:

1. Subject of the Contract

1.1. The sellers have sold and the Buyers have bought the following equipment on F.O.B. ____________terms: ____________________________________________

2. Prices and total value of the Contract

2.1. The total value of the Contract amounts to______________________________

2.2. The prices are understood to be F.O.B. ­­_________________________________

including cost of export sea packing, marking, loading on board a ship, stowing and fastening the equipment in the hold, the cost of the materials used for the purpose as well as dock and port dues, cranage and customs duties connected with the execution of the present Contract. The prices are firm for the duration of the Contract and not subject to any alterations.

3. Delivery Dates

3.1. The equipment specified in Clause 1 of the present Contract is to be delivered as follows:_____________________________________________________________

By the time stipulated the equipment is to be manufactured in accordance with the conditions of the Contract, tested, packed, marked and delivered F.O.B.___________

3.2. Within the period specified the equipment is to be shipped from the port of ____

by the first vessel available ______________________________________________

3.3. The delivery date is understood to be the date of the clean “on-board” Bill of Lading issued in the name of _________________________ destination__________

port of the ___________________________________________________________

4. Agreed and Liquidated Damages

4.1. If the delivery date stipulated by the Contract is not observed and the shipment of the goods is delayed the Sellers are to pay penalty at the rate of 0.5 per cent of the total value of the equipment delayed for each commenced week for the first four weeks of delay and 1 per cent for each following commenced week thereafter. However, the total amount of the penalty is not to exceed 10 per cent of the value of the equipment delayed.

4.2. In case of delay in delivery exceeding 3 months the Buyers have the right to cancel the contract either wholly or partially without any compensation of the losses the Sellers may sustain in connection with such a cancellation. In this case the Sellers are to pay to the Buyers penalty at the rate of 10 per cent of the value of the delayed equipment and to return immediately all the amounts received from the Buyers prior to the cancellation of the Contract plus __________________ per cent interest per annum.

4.3.The rate of penalty is not subject to alterations by arbitration. The penalty amount is to be deducted from the Sellers’ invoices when payment is effected by the Buyers. Should by any reason the Buyers fail to deduct the penalty amount from the Sellers’ invoice the Sellers are to pay it at the Buyers’ first request.