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11. Other conditions

In everything that is not provided for this Contract, the parties may be guided by additional protocol to the Contract.

All amendments and alterations in this Contract are valid only in written form, and should be signed by both parties.

Upon signing this Contract, all preceding talks and correspondence on it lose their force.

This Contract has been drawn up in the Ukrainian and the English languages, both copies having equal rights.

Appendix: 1. Specifications on_____ pages.

12. ВANK ACCOUNTS AND LEGAL

ADDRESSES OF THE PARTIES

SELLER: BUYER:

CONTRACT

Kyiv December 15, 1995

Firm Kyiv, hereinafter referred to as the Seller on one part and firm hereinafter referred to as the Buyer on the other part have concluded the present Contract to the effect that:

1. Subject of the Contract

The Seller shall sell and the Buyer shall buy the merchandise (FOB Odesa) which quantity, assortment and quality are indicated in Specification, Appendix #_ to the present Contract, forming its integral part.

2. Price and Total Cost of the Contract

The price for the merchandise supplied in accordance with the present Contract amounts to (FOB Odesa).

The total cost of the Contract shall amount to____________.

3. Dates and Terms of Delivery

The Seller shall deliver the merchandise to the Buyer in dates, indicated in Appendix #_ to the present Contract.

Delivery of the merchandise under the present Contract shall be effected under the shopping documents, indicated in Appendix #_ to the present Contract.

The Seller shall notify by cable the Buyer not later than ... days after the vessel's departure from the Seller's port about the shipment of merchandise.

4. Terms of Payment

Payment shall be made in English pounds. Payment under the present Contract shall be effected by the Buyer in 2 installments in the following manner:

  1. an advance of 30 % of the total Contract shall be made within 30 days of the date of signing the present Contract;

  2. for the remaining 70 % of the total contract value amounting to ... the Buyer shall open a confirmed Letter of Credit with the Bank of the Seller within 15 days of the Seller's cable nitrification of readiness.

5. Packing and Marking

The merchandise shall be shipped in export packing suitable for the nature of the goods under supple. The packing shall protect the goods against any damage and corrosion during their inland and sea transportation.

Marking shall be inscribed on three sides of the cases: on two opposite sides and on the top of the case.

6. Guarantees

The merchandise to be delivered under the present Contract shall be in full conformity with the world standards. The Seller shall guarantee the quality of the delivered goods for 12 months from date of delivery (of the beginning of operation).

7. Sanctions and Claims

Claims for shortage or damage of merchandise are to be made by the Buyer against the Seller or the Carrier.

The Seller shall be liable to the payment of Liquidated Damages for default of the several responsibilities under the Contract.

In case of non-conformity of the quality of the goods delivered by the Seller with the Contract specifications, any claim concerning the quality of the goods may be presented within two months of the date of delivery.

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