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RU->EN перевод договора поставки – №5

CONTRACT No________
on supply of equipment

Kostomloty, Poland                        March "18", 2014

Import-Export Zaklad Uslugowo-Handlowy, hereinafter referred to as "Seller", represented by the firm's owner Andrzej Podaczaszy, acting under the Charter on the one hand, and
Limited Liability Company "Invest" Ltd., hereinafter referred to as "Buyer", represented by Director Chernyshev A. M, acting on the basis of the Charter on the other hand, jointly referred to - the "Parties", have concluded this Contract as follows:


1. SUBJECT OF THE CONTRACT

  • In accordance to this contract Seller shall sell to Buyer and Buyer shall accept and pay for industrial equipment - COMPLEX DRYING PLANT of 2005 year of production, being previously used, hereinafter referred to as the "Goods", in the completeness mentioned in the Specification No.1. Specification No.1 is an integral part hereof.


  • At the moment of the Goods’ delivery to the Buyer it belongs to the Seller by the right of ownership, it is not incorporated, nor arrested, nor subject to third party claims. Non-compliance (violation) of the above conditions is grounds for annulment of the contract.


  • PRICE AND PROCEDURE OF PAYMENTS


2.1. The total amount of the contract is the equivalent of PLN 370.000,00 (three hundred seventy thousand zloty).
2.2. Currency of payment:
2.3. Form of payment: 100% of the total amount of the goods delivered to be paid in favor of the Seller by putting a confirmed letter of credit, following "Uniform Customs and Practice for Documentary Credits» UCP-600, developed by the International Chamber of Commerce (ICC), with the validity period of 60 days.
2.4. Buyer through its bank puts in the letter of credit in favor of the Seller in Seller's servicing bank, based on the invoice submitted by the Seller.
2.5. Letter of credit will be executed by Seller's bank, by paying to the Seller's account against submission of the documents specified in paragraph 2.7. as per shipment of the goods in the time specified in paragraph 4.1. of the contract.
2.6. Set of documents required for payment under the account for the letter of credit will be sent by the Seller to its servicing bank within one day from the date of signing of acceptance certificate, but within the validity of the letter of credit.
2.7. Letter of credit will be executed by the Bank with presentation of the following documents:

  • INVOICE for the Goods – a waybill with customs mark for each vehicle – original
  • Acceptance certificate – original
  • Export declaration – copy
  • CMR
  • Certificate of country of origin – copy
  • Packing lists – with the Seller’s seal for each vehicle – original.

2.8. Expenses related to the settlement of the letter of credit shall be settled by the Buyer.


3. Quality and completeness of the Goods, documentation
3.1. Goods supplied shall comply with: Specification No.1, which is an integral part of this contract, technical documentation and drawings.
3.2. Seller shall provide the Buyer with the following documents:

  • INVOICE for the Goods – a waybill with customs mark for each vehicle – original
  • Export declaration – copy
  • CMR
  • Certificate of country of origin – copy
  • Packing lists – with the Seller’s seal for each vehicle – original.
  • Technical documentation on the Goods

4. Time and order of shipment of the Goods
4.1. Goods shipping date from the Seller to the Buyer - within sixty (60) working days after issuing a confirmed letter of credit in favor of the Seller. Since the confirmation of the letter of credit the Seller shall notify the Buyer by fax or e-mail message about the readiness to make shipping with mandatory confirmation of receipt. Within 35 (thirty five) working days after receipt of this message the Buyer shall proceed to acceptance of the goods in quantity and quality.

4.2. Incoterms terms of delivery – FCA Poland, __________________. Point of goods shipment within the Seller’s area: Poland, _______________.

4.3. Buyer shall notify the Seller in advance of the name of carrier (carriers). Delivery of goods is made by road. Transportation costs to be paid by the Buyer.
4.4. Seller shall notify the Buyer’s carrier (s) of the peculiarities of transportation of the goods, shall clarify and harmonize the nature of cargo space and its body-weight characteristics, the deadline for vehicles. Seller shall make a note of the time of arrival to load and departure after load of vehicles with the Goods under the relevant application, in the sheet of vehicle downtime or any other document provided by the consignee. Arrival time of a vehicle for loading shall be calculated from the moment of presentation by the carrier of CMR-waybill or sheet of downtime of a vehicle at a loading point; and time of departure of a vehicle - from the moment of presentation of documents in accordance with paragraph 4.8. to the carrier.
4.5. The Seller shall be responsible for loading the Goods onto vehicles. Seller shall provide access to the place of loading of vehicles and load the Goods within 36 hours from the moment of arrival of vehicle. In case of failure to do so the Seller shall pay to the Buyer all extra costs associated with the transport downtime.

4.6. The Buyer is the consignee under this contract.
4.7. Loading goods onto vehicles shall be made by the Seller and on the Seller's expense. The Seller shall ensure the proper distribution and securing of cargo in the vehicle, preventing deterioration of cargo and vehicle.

4.8. Seller shall provide to the carrier the following documentation for the shipment offered for carriage:
- CMR-waybill, which is the basic document of carriage on which the cargo for shipment is accepted, shipped and delivered to the consignee;

- all shipping documentation (invoices, certificates, permits, specifications and other documents required) necessary for the smooth organization of trucking of cargo received from the loading point to the point of discharge. The representative of the freight carrier shall check the correctness of filling vehicles with goods.
4.9. Loading and unloading shall be considered to be complete after delivery to the carrier duly completed CMR-waybills and shipping documentation by the shipper and the consignee respectively.



5. Procedure for acceptance and claims
5.1. Acceptance of the goods in quantity and quality is done after loading the goods on vehicles of the Buyer and providing the Buyer with documents according to paragraph 3.2 of this contract.
5.2. The Goods are deemed to be delivered by the Seller and accepted by the Buyer after the signing of Acceptance Certificate for the goods.                                                                                                                      5.3. The Goods are accepted by the Buyer in accordance with the quantitative and technical characteristics specified in the documents referred to in section 3 of this contract. Acceptance Certificate for the goods shall be made ​​in triplicate. Acceptance Certificate shall be signed by the representatives of the Parties in three (3) copies, of which one (1) copy shall be submitted to the Buyer, one (1) copy shall be submitted to the Seller, one (1) copy shall be submitted to the Bank for the closing of the letter of credit.
5.4. Ground for refusal to accept the goods by the Buyer is the lack of conformity for the specification and technical data. In this case the Buyer shall submit a claim in writing about it at the time of detection of non-conformity specifications.
5.5. The Seller shall remedy the lack of conformity for the specification within one (1) day after receipt of the claim.
5.6.  Ownership of the goods shall pass from the Seller to the Buyer on the day of signing of Acceptance Certificate for the goods.
        6. Proprietary liability.
6.1. Any of the Parties to this contract, which has neither fulfilled its obligations hereunder nor performed them properly, should be responsible for the said in case of guilt (intent or negligence, carelessness, inadvertence).
6.2. The Parties shall compensate each other for losses caused by improper performance of obligations and / or failure to perform their obligations under the contract.
6.3. The Buyer shall provide signing of the contract, additional agreements, invoices and reconciliation act of mutual settlements between the Buyer and the Seller, and other documents, by the person indicated in the preamble to the contract, or a person authorized to sign the aforementioned documents, under power of attorney, with an obligatory copy of the attorney containing the specimen signature of authorized person.
6.4. In case of a breach of shipment timing conditions specified in paragraph 4.1. of this contract by the Seller, the Seller shall pay to the Buyer all expenses of the Buyer under the contract with firms which have given motor vehicles for the transportation of the Goods.  
 

7 . INSURANCE
7.1. Insurance of goods is made ​​by the Buyer's expense.

8. FORCE MAJEURE

      8.1. Parties are not responsible for partial or complete failure to fulfill obligations under the contract if they were the result of force majeure, namely, fire, natural disasters, blockades, military operations and other changes in legislation, making it impossible to execute obligations.
            The Party, for which the impossibility of performance of obligations under this contract was created, shall immediately inform the other Party on approach and termination of the above circumstances. Untimely, over three days, notice of occurrence of force maj...