Import contracts 1 general conditions of delivery

CONTRACT No. _____

Moscow April 15, 20__

________________________ hereinafter called «the Sellers», on the one hand and ZAO Rosimport, Moscow, hereinafter called «the Buyers», on the other hand have concluded the present contract to the effect that the Sellers have sold and the Buyers have bought the goods as per description, of the quality, at the price, with the date of delivery and other delivery terms according to the following clauses with obligatory use of the General Conditions of delivery, mentioned on the reverse side of the present contract:

DESCRIPTION OF THE GOODS

QUANTITY

QUALITY

DELIVERY

DATES OF DELIVERY

CONSIGNEE

PACKING

MARKING

PRICE

The prices for the goods specified in this contract are fixed and not subject to any alterations. The prices are understood _______________ .

TERMS OF PAYMENT

Payment for the goods deliverable under the present contract is to be effected in US dollars by remitting to the Sellers _______% of the value of the goods immediately upon receipt by the Bank _____, Moscow of the following documents presented for collection:

- 2 -

 the Sellers’ Invoice in triplicate;

 Release Note for shipment;

 Certificate of Works’ Tests;

 Packing Lists in duplicate;

 Specification in triplicate;

 Quality Certificate.

The remaining cost of the goods is to be paid to the Sellers by remittance in ___ days after final acceptance and tests of the goods in the Russian Federation.

LEGAL ADDRESSES OF THE PARTIES

The Sellers The Buyers

1. BASIS AND VOLUME OF DELIVERY

1.1 When sea transportation, deliveries are made on FOB terms Seaport of the Sellers’ country and

a) The Sellers shall bear all charges for the goods FOB port stowed, including cost of sea packing, marking, quay porterage, port and dock dues on the cargo, attendance to customs formalities, cranage, stevedoring, etc.;

b) the title to the goods as well as the risk of accidental loss or damage to the goods shall pass from the Sellers to the Buyers after the goods have been loaded and stowed into the hold;

c) the date of the clean on Board Bill of Lading is to be considered the date of delivery.

1.2 When railway transportation, deliveries are made DAF of the Sellers’ country and

a) the Sellers shall bear all the transportation charges to the State frontier of their country; the subsequent charges for transportation, and/or change of railway wheels shall be borne by the Buyers;

b) the title to the goods as well as the risk of accidental loss or damage to the goods shall pass from the Sellers to the Buyers since the moment when the goods have been handed over by the railway of the Sellers’ country to the railway of the Buyers’ country;

3. the date stamped on the Railway Bill by the frontier station which has received the goods from the railway of the Sellers’ country confirming the crossing of the frontier to be considered the date of delivery.

- 2 -

1.3 When motor transportation, deliveries are made FCA of the Buyers and

a) the Sellers shall bear the transportation charges till the Point where the goods are loaded on the Buyers’ transportation facilities;

b) the title to the goods as well as the risk of accidental loss or damage to the goods shall pass from the Sellers to the Buyers since the moment the goods have been transferred from the Sellers’ transportation facilities to the Buyers’ transportation facilities;

c) the date of delivery is the date of the document confirming loading the goods on the Buyers’ transportation facilities.

1.4 When air conveyance, deliveries are made FCA at the airport of departure and

a) the Sellers shall bear all the charges up to the moment of loading the goods on board the plane in their country;

b) the title to the goods as well as the risk of accidental loss or damage to the goods shall pass from the Sellers to the Buyers at the moment the goods have been loaded on board the plane in the Sellers’ country;

c) the date of the Airway Bill is considered as the date of delivery.

2. PACKING AND MARKING

2.1 The equipment is to be shipped in secure and proper seaworthy packing to withstand overseas and overland transport and/or transshipment and combined transport to and in the Russian Federation.

- 3 -

2.2 The Sellers shall be held responsible for any losses or damage to the goods owing to improper, inadequate or unsuitable packing.

2.3 A detailed packing note is to be inserted in each case.

2.4 Each case should bear the following marking both in English and in Russian:

2.5 The Case No. is to be a fraction of which the numerator refers to the consecutive number of the case and the denominator shows the total quantity of the cases in which the whole consignment is packed.

2.6 The marking is to be done in indelible ink on three sides: on the cover, on the front side and on the left side of the cases.

2.7 All parts liable to rust are to be wrapped in waterproof paper.

2.8 The Sellers are liable for any additional transport and storage charges incurred due to the dispatch to a wrong address caused by improper or incorrect marking.

- 4 -

3. SHIPMENT

3.1 If the goods are passed by the Buyers’ Inspector for shipment, the Inspector will furnish the Sellers with the Release Note for Shipment stating that the goods are passed for shipment.

3.2 The Sellers shall notify the Buyers and the Forwarding Agents in advance of … days of the readiness of the goods for shipment and the necessary data for booking space, i.e.:

 Contract No.;

 Description and quantity of the goods;

 Number of packages and kind of packing;

 Gross and net weight in kilos;

 Total value of the goods;

 Approximate loading dates.

3.3 Not later than within one day of the shipment of the equipment, the Sellers shall notify the Buyers of the following data:

 name of the nominated vessel, her position and Bill of Lading No. – for deliveries by sea;

 Railway Bill No. – for deliveries by railway;

 Airway Bill and Flight No. – for deliveries by plane;

 Way Bill No. – for deliveries by truck.

3.4 The Sellers are to ship together with equipment a complete set of instructions for mounting, operation, maintenance and service of the equipment.

- 5 -

4. SANCTIONS

4.1 In the event of the Sellers’ delay in the supply against the dates stipulated in the contract the Sellers are to pay the Buyers agreed and liquidated damages at the rate of 0.5% of the value of the goods not delivered in due time for every week but not more than 10% of the value of the undelivered goods.

4.2 The penalties will be deducted from the Sellers’ invoices when they are paid by the Buyers.

4.3 Should the delay exceed 4 months the Buyers shall have the right to cancel the contract or a part thereof.

4.4 Should the shipment of the equipment not be notified or be notified with delay, the Sellers are to pay the Buyers a penalty at the rate of 0.1% of the value of the equipment already shipped.

4.5 In addition the Buyers reserve the right to reject any goods delayed over … weeks, and such rejection of the goods shall not free the Sellers from their liability to pay the Buyers agreed and liquidated damages.

5. GUARANTEE

5.1 The Sellers guarantee that the goods are in all respects in accordance with the description, technical conditions and specifications contracted for, that they are free from defects in material, design and workmanship and that they conform to the highest world standards and first rate workmanship.

- 6 -

5.2 Should the goods prove defective within 2 months of the date of putting the equipment into operation but not more than 18 months of the date of shipment, the Sellers undertake:

a) to remedy the defects or to replace the faulty goods, freight prepaid, at the Buyers option and free of charge;

b) or to refund the value of the goods paid by the Buyers.

6. EXPORT LICENCE

6.1 The Sellers shall bear all cares and expenses connected with the export licence for delivery to the Russian Federation of the equipment with the scope stipulated by the Contract.

6.2 Should the licence not be obtained or revoked by the appropriate authorities or should its validity expire prior to the complete execution of the Contract, the Buyers are entitled to cancel the non-executed part of the contract or the whole contract.

7. INSPECTION AND TESTS

7.1 The Buyers have the right to send their Inspectors to the Sellers’ works to examine and inspect the workmanship of the contracted equipment.

7.2 If the Buyers’ Inspector cannot be present at the tests or waives the inspection the Sellers are entitled to perform the tests in the absence of the Buyers’ Inspector.

7.3 If the tests have proved that the equipment meets the requirements specified in the contract the Sellers shall submit to Buyers the Tests Report so they could obtain the Release Note for Shipment.

- 7 -

7.4 The Sellers shall render any assistance that can be required by the Buyers’ Inspector and shall place at his disposal the necessary facilities and labour free of charge.

7.5 The inspection and/or tests shall not free the Sellers from their liabilities and shall not prejudice the rights of the Buyers contained in the clause «Guarantee».

7.6 The final inspection and tests shall take place in the Russian Federation at the works of the Buyers’ customers after the complete installation and adjustment of the equipment.

8. GENERAL PROVISIONS

8.1 Specification and appendices to the present contract are to be considered integral parts of the contract.

8.2 Any amendment and/or alteration to this contract shall be issued in writing only and be binding after it is duly signed by the parties.

8.3 …

1.

The Case No. is to be a fraction of which the numerator refers to the consecutive number of the case and the denominator shows the total quantity of the cases in which the whole consignment is packed.

Номер места груза представляет собой дробь, числитель которой показывает порядковое место груза, а знаменатель отражает общее число мест партии груза.

2.

The Sellers guarantee that the goods are in all respects in accordance with the description, technical conditions and specifications contracted for, and that they are free from defects in material, design and workmanship.

Продавец гарантирует, что товар во всех отношениях соответствует описанию, техническим условиям и спецификациям контракта, и не имеет дефектов в сырье, конструкции и качестве изготовления.