Block 1

1. The rate of penalty is not subject to alterations (в арбитражном порядке).

2. The Buyers have the right to send their inspectors to the Sellers’ factories to check (процесс производства), the quality of the equipment and of the materials used, as well as to take part in the test of the equipment.

3. The total amount of the penalty (не должна превышать) 10 per cent of the value of the equipment delayed.

4. The date of the (отчета о пуске в эксплуатацию) will be considered the date of putting the equipment into operation.

5. The prices are understood to include cost of export sea packing, marking, loading on board a ship, (укладка и закрепление) the equipment in the hold, the cost of the materials used for the purpose as well as (доковые и портовые сборы), cranage and customs duties connected (с исполнением) of the present Contract.

6. Payment is to be effected for the equipment (поставленное комплектно).

7. The Quality of the delivered equipment is to (соответствовать) to the technical conditions stipulated by the contract or its appendices.

8. (Разрешение на отгрузку) and the Test Report do not free the Sellers from (их обязанностей) as per Clause 8 of the contract.

9. In the letter of collection issued by the Sellers and/ or their Bank the stipulation should be made saying that the Buyers have the right to make (вычеты) from the collection amount in accordance with Clause No.4 (согласованные и заранее оцененные убытки) and Clause No. 12 (Insurance) of the Contract.

10. If the delivery date stipulated by the Contract (не соблюдается) and the shipment of the goods is delayed the Sellers are to pay (штраф) at the rate of 0.5 per cent of (общей стоимости) of the equipment delayed.

11. Ten days before the test the Sellers are to inform the Buyers of (готовности товаров к испытаниям).

12. Payment for the delivered equipment is to (осуществляется) in US dollars against the documents sent (на инкассо) in the following way: ... ... ... .

13. (В случае задержки в поставке) exceeding 3 months the Buyers have the right to cancel the contract either wholly or partially without any compensation of the losses the Sellers (может понести) in connection with such a cancellation.

14. (До упаковки) the Sellers are to test the equipment in accordance with the conditions of the contract.

15. Payment of this amount is to be effected (по истечении) of the guarantee period within 30 days of receipt of (счет-фактура продавца) and the Start-up Report, issued at the Buyers’ factory.

BLOCK 2

16. Packing of the goods is to be suitable for cranage and/ or (использования автопогрузчика).

17. The equipment is to be shipped (в экспортной упаковке) suitable for the type of the equipment delivered.

18. The equipment is to be packed in accordance with (шириной железнодорожной колеи) of the Russian railways.

19. The Buyers are to take care of and (покрыть расходы) for insurance of the goods under the present Contract from the moment of their loading (на борт судна) up to the moment of their arrival at the Buyers’ works.

20. All the appendices to the present Contract are to be considered (его неотъемлемую часть).

21. (Если контракт будет аннулирован) the rights and liabilities of the Parties are to be defined in conformity with Clause 4.

22. Shipment of the (крупногабаритных) cases may be effected only after receipt of the Buyers’ approval.

23. Neither Party shall be entitled to (передавать третьим лицам) its rights and obligations under the present Contract without the other Party’s (предварительного согласия) in writing.

24. If the Parties do not come to an agreement (все споры и разногласия) are to be submitted (без обращения в суды), to arbitration at the Foreign Trade Arbitration Court at the Chamber of Commerce and Industry, Moscow, in compliance with the Rules of Procedure of the said Court.

25. The Sellers are to issue (подробный упаковочный лист) for each case.

26. Packing should also be suitable for (перевалки в пути) and long storage of the goods.

27. The Sellers will take care of and (нести) all the expenses connected with (получением необходимой лицензии) for the exportation of the equipment under the present contract.

28. The Party which is unable to fulfil its obligation under this Contract is to inform the other Party within 3 days regarding (начале и завершении) of the above circumstances.

29. Before packing all the machined parts of the equipment are to be treated with (особыми антикоррозийными веществами) which may protect the equipment properly from damage during transportation and (хранения).

30. The Sellers and the Buyers will take all possible measures to (дружественно урегулировать) any disputes or difference which (могут возникнуть) out of the present Contact or in connection with it.

Ex.4. Fill in the blanks with articles where necessary.

BLOCK 1

1. _____ prices are firm for _____ duration of the Contract and not subject to any alterations.

2. _____ Sellers will send _____ Buyers _____ copy of _____ letter covering _____ dispatch of _____ technical documents to _____ address specified by _____ Buyers and enclosing _____ list of _____ documents sent.

3. _____ delivery date is understood to be _____ date of _____ clean “on-board” Bill of Lading issued in _____ name of Smith and Co.

4. Within _____ period specified _____ equipment is to be shipped from _____ port of Glasgow by _____ first vessel available.

5. All _____ expenses connected with _____ collection are to be defrayed by _____ Sellers.

6. In this case _____ Sellers are to pay to _____ Buyers penalty at _____ rate of 10 per cent of _____ value of _____ delayed equipment and to return immediately all _____ amounts received from _____ Buyers prior to _____ cancellation of _____ Contract.

7. _____ payment of this amount is to be effected after _____ expiration of _____ guarantee period within 30 days of _____ receipt of _____ Sellers’ invoice and _____ Start-up Report, issued at _____ Buyers’ factory.

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

9. Thirty per cent of _____ value of _____ equipment delivered to be paid after _____ start-up of _____ equipment and _____ expiration of _____ guarantee period provided _____ equipment has reached _____ guaranteed capacity and quality of _____ operation.

10. By _____ time stipulated _____ equipment is to be manufactured in accordance with _____ conditions of _____ Contract, tested, packed, marked.

11. Furthermore two copies of _____ above technical documents, _____ Certificate of Quality or _____ Report on Tests stating that _____ equipment has been manufactured in accordance with _____ conditions of _____ contract.

12. If _____ technical documentation is not placed in _____ cases or not sent _____ delivery is considered incomplete and in this case _____ guarantee period begins on _____ day of _____ receipt of _____ complete set of _____ technical documents by _____ relevant addressee specified by _____ Buyers.

13. However, _____ total amount of _____ penalty is not to exceed 10 per cent of _____ value of _____ equipment delayed.

14. _____ penalty amount is to be deducted from _____ Sellers’ invoices when _____ payment is effected by _____ Buyers.

15. _____ Sellers should provide _____ Buyers’ inspectors free of charge with _____ premises and _____ technical facilities necessary for carrying out _____ inspection.

BLOCK 2

16. _____ equipment is to be shipped in _____ export sea packing suitable for _____ type of _____ equipment delivered.

17. _____ Parties will be released from their responsibility for _____ partial or complete non-execution of their liabilities under _____ contract should this non-execution be caused by _____ force majeure circumstances.

18. _____ Sellers will take care of and bear all _____ expenses connected with obtaining _____ necessary licence for _____ exportation of _____ equipment under _____ present contract.

19. If on _____ expiration of 30 days from _____ date of _____ readiness of _____ goods for _____ shipment _____ goods can’t be shipped from _____ port owing to _____ absence of _____ shipping facilities _____ Sellers have _____ right to pass _____ goods to _____ Buyers’ Forwarding Agent but if there is no such to _____ first class warehouse at _____ port or in _____ port region.

20. All _____ appendices to _____ present Contract are to be considered _____ integral part thereof.

21. Before _____ packing all _____ machined parts of _____ equipment are to be treated with _____ special corrosion inhibitors which may protect _____ equipment properly from _____ damage during _____ transportation and storage.

22. Neither Party shall be entitled to assign to _____ third Party its rights and obligations under _____ present Contract without _____ other Party’s prior consent in writing.

23. _____ shipment of _____ outsize cases may be effected only after ____ receipt of _____ Buyers’ approval.

24. In this case _____ date of delivery is _____ date of _____ Forwarding Agents’ receipt or _____ corresponding warehouse certificate in _____ respect of _____ acceptance of _____ goods.

25. _____ packing should also be suitable for _____ transshipments in _____ transit and long storage of _____ goods.

26. Should _____ Contract be cancelled _____ right and liabilities of _____ Parties are to be defined in _____ conformity with _____ Clause 4.

27. _____ separate Bill of Lading is to be issued for each individual consignment intended for one consignee.

28. _____ equipment is to be packed in accordance with _____ loading gauge of _____ Russian railways.

29. Should _____ duration of _____ above circumstances exceed 3 months, each Party will have _____ right to refuse from further fulfillment of its obligations under _____ Contract and in this case neither Party will have _____ right to demand any compensation of _____ losses incurred by it from _____ other Party.

30. After _____ Contract has been signed all _____ preliminary agreements, discussions and correspondence between _____ Parties concerning this Contract are to be considered null and void.

Ex.5. Fill in the blanks with prepositions/ particles where necessary.