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Ti/Se 003 21.05.2012.

CONTRACT Ti/Se 003 21.05.2012

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Comtex Trade Ltd, ,


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: 19 Kathleen Road, SW 112 JR, London, England,
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Llc TPK TITAN , a legal entity, duly incorporated and


existing in accordance with laws of the Russian Federation,
having its registered office at:111141 Russia, Moscow,
Plekhanov house 15, building 2,
in the person of the General director of Chernovalov Sergey
Mihailovich,
acting on the basis of the Charted, hereinafter referred to as
Supplier on one hand,
and
Comtex Trade Ltd, a legal entity formed and existing in
accordance with the law, having its registered office located at
the address: 19 Kathleen Road, SW 112 JR, London, England, in
the person of the General Director Usmanov U. A.
acting on the basis of the Charter of the Company, hereinafter
referred to as the Buyer, on the other hand,

1.

1. SUBJECT of the CONTRACT

1.1. ,
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1.2. ,
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2010 (
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1.1. The buyer undertakes to pay for and accept, as a Supplier


undertakes to supply steel products in quantity, assortment, price
and in time according to the Appendix to the present Contract.
The Appendix executed in two copies, signed by both parties, is
an integral part of this contract.

2.

2. PRICES and TOTAL CONTRACT VALUE

2.1.
($).
2.2. :

2.1. Currency of the Contract and the currency of payment under


this contract is dollars ($).
2.2. The Cost of the Goods includes the cost of:

(I) ;
(II) ;
(III) ;
(IV) IGAS GmbH
(V)
(VI)

2.3. : , ..
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(I) the packing of goods;


(II) labeling of goods;
(III) certification in TAG GIREDMET;
(IV) certification in the IGAS GmbH
(V) customs clearance
(VI) transport expenses for the delivery to the territory of the
Buyer
2.3. Way of fixing prices: sliding and can be changed in
connection with change of the value of raw materials, materials,
fuel and energy resources, with the prior agreement of the
parties, by means of drawing up an additional agreement on
change of the prices.

3.

3. TIME of DELIVERY of the GOODS

3.1.
,
,
2010.

3.1. The goods in full volume should be put on the conditions,


specified in the Annexes are an integral part of the Contract,
within the terms established in the conditions of INCOTERMS
2010.

3.2.
.
3.3. /

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3.2. Delivery date will be deemed to be the date of transfer of the


Goods carried.
3.3. The risks of accidental loss of and/or damage to the goods
re-walk to the Buyer from the date of transfer of the goods
carried by.

Hereinafter collectively referred to as the Parties and


individually as the Party,
have let this contract on the following:

1.2. The supply of the Goods is fulfilled on terms stipulated by


Appendices hereto in accordance with the terms of
INCOTERMS 2010 (hereinafter Shipment Terms).

The Text and conditions of this Agreement is adjusted and confirmed by the SELLER and the BUYER

Seller/ _________________ /

Buyer/ __________________ /

Ti/Se 003 21.05.2012.

CONTRACT Ti/Se 003 21.05.2012

3.4.
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3.4. The right of ownership to the goods passes to the Buyer


from the date of signing the Act of acceptance-transfer of goods
between the Buyer and the Seller.

4.

4. TERMS of PAYMENT

4.1. ,

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4.2.
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4.1. The Disbursement Procedure as per the Contract, payable


amounts or partial payments shall be agreed in separates
Appendices hereto, which shall form integral parts hereof.

5.

5. PACKING and MARKING

5.1. .
5.2.

.
5.3.
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5.1. The Suppliers goods shall be shipped in the package.


5.2. The Supplier is responsible before the Buyer for any damage
to the goods caused by unreliable or inferior quality of packing.

(I)
(II) ;
(III) ;

(I) Product name, located in the container;


(II) The lot number;
(III) Gross weight and net weight;

5.4.
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5.5. ,
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5.4. All goods must have label of English and Russian languages.

6.

6. TRANSPORTATION CONDITIONS

6.1.
:

6.1. The supplier shall send the Buyer together with the goods of
the following documents:

(I) 2 () ;
(II) 1 () ;
(III) 1 () ;
(IV)
1 () ;
(V) IGAS
GmbH 1 () ;
(VI) (
) 1 ()
;
(VII) 1 ()
;
(VIII) DHL - 1 () .

(I) Invoice - 2 (two) original;


(II) Technical passport on product - 1 (one) original;
(III) Packing list - 1 (one) original;
(IV) Certificate of chemical contents of TAC GIREDMET 1
(one) original;
(V) a Certificate of chemical and isotopic composition of IGAS
GmbH - 1 (one) original;
(V) Certificate of origin of the CCI of the RF (Trade Industrial
Chamber of the Russian Federation) - 1 (one) original;

6.2.

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6.2. On taking the Goods from the transport organization the


Buyer shall check compliance of Goods to the data reflected in
the transportation and accompanying documents; and accept the
Goods from the transport organization.

4.2 The payments hereunder shall be effected to the Suppliers


bank account: a simple Bank transfer, a different form of
payment may be specified in the Appendices to the Contract.
4.3. Bank commission, the fees associated with the
implementation of the settlement under the present Contract,
pays:
in the bank of the Buyer at Buyer's expense,
in the bank of the Seller for the Seller's account.
4.4. The date of proper payment, (the "payment date"), is
considered to be the date of receipt of cash, are subject to
payment on the settlement account of the Supplier AC-but the
invoice for payment.

5.3. The Supplier shall prepare a detailed packing list for each
package of Goods indicating the following:

5.5. One copy of packing list, shall be put into a container with
the goods.

(VII) Cargo customs Declaration-CCD - 1 (one) original;


(VIII) Shipment Waybill DHL - 1 (one) copy.

The Text and conditions of this Agreement is adjusted and confirmed by the SELLER and the BUYER

Seller/ _________________ /

Buyer/ __________________ /

Ti/Se 003 21.05.2012.

CONTRACT Ti/Se 003 21.05.2012

7.

7. GUARANTEES for QUALITY and QUANTITY

7.1. ,

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7.2.
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( ) Independent Global Assaying Services
IGAS GmbH.
7.3.
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7.4.
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IGAS GmbH.
7.5.

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7.6.
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7.1. The supplier guarantees the quality and quantity of the


goods, as well as its full compliance of the conditions of
application of the present Contract, technical specifications and
standards applicable in the country of the manufacturer.
7.2. The quality of the product is confirmed by the corresponding
certificates of the manufacturer, as well as independent
Analytical and Certification Center GIREDMET (TAG
GIREDMET) and Independent Global Assaying Services IGAS
GmbH.
7.3. Under the warranty of the Supplier do not fall within the
defects that have appeared through the fault of the Buyer.
7.4. The Buyer accepts the goods in quality and quantity according to the certificates of the manufacturer and TAG
GIREDMET and IGAS GmbH.
7.5. The buyer has the right, at its own expense conduct a further
examination of the goods to accredited laboratories of any
other country of the European Union, according to his
choice.
7.6. In case of confirmation of the re-examination of deviations
from the quality characteristics of the goods, the Buyer has the
right to expose the claims of the address of the Seller, in case of
confirmation of the quality characteristics of the goods is obliged
to receive the goods.

8.

8. RECLAMATIONS

8.1. :
(I) ,

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8.2.
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11.2 .

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8.3.

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8.1. The reclamations shall be laid as follows:


(I) In terms of quality of the Goods, in case the quality is not in
conformity with the technical requirements the Goods are
rejected coupling with reclamation protocol arrangement.
(II) In terms of quantity of the Goods - from the Delivery Date,
in case of non-compliance of the quantity with that indicated in
packing lists and quantity requirements, provided by valid
appendix.

(I) ;
(II) ,
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(III) (,
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(IV) ,
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(I) Number of the Contract;


(II) Denomination of the Goods, in relation to which the
reclamation is being made;
(III) Substance of the claim (shortage, the discrepancy in quality
and / or quantity);
(IV) Supposed measures to be taken by the Supplier and the
terms for their execution.

The parties shall jointly decide on the further use of the product
to the preparation of the additional agreement, satisfactory to
both parties.
8.2. If the parties cannot agree on the further use of the goods
within 3 working days of identifying deficiencies and billing of
claims, parties have the right to refer the Dispute resolution in
the court referred to in paragraph 11.2 of this contract.
The claim must be supported by quality control (chemical
analysis, mechanical properties), file by the Buyer.
8.3. The reclamation shall contain description of the noncompliance of the Goods supplied with the terms of the Contract.
It shall indicate features giving basis to such non-compliance to
have been found. In particular, the reclamation shall contain:

The Text and conditions of this Agreement is adjusted and confirmed by the SELLER and the BUYER

Seller/ _________________ /

Buyer/ __________________ /

Ti/Se 003 21.05.2012.

CONTRACT Ti/Se 003 21.05.2012

8.4.
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8.5.

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8.6.

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40 ()

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8.4. The reclamation shall be sent by registered mail and shall


include as an enclosure all required documents certifying the
reclamation. At the same time, a copy of the reclamation shall
be sent by e-mail to the electronic addresses of the Supplier.
The date when the copy of the reclamation is sent to the Supplier
by the Buyer via facsimile and/or -mail shall be the date of the
reclamation (hereinafter the Date of Reclamation).
The documents attached to the reclamation:
- examination report;
- the samples claimed Goods.

9.

9. RESPONSIBILITY of the PARTIES

9.1. ,
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9.2. , ,
0,2 %

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9.3. (
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3 () :
(I)
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(II) 15 ()
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9.4. ,
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0,2 %
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9.1. For breach of this Contract, the parties are property and
financial responsibility.
9.2. Seller for breach of the delivery schedule, Buyer shall pay a
penalty in the amount of 0,2% of the value of the unfulfilled That
warrior for each day of delay in delivery.

10. -

10. FORCE-MAJEURE

10.1.

, /

10.1. The Parties shall be discharged from responsibility for


partial or complete non-compliance with the terms of this
Contract, if such non-compliance and/or improper compliance

8.5. The Supplier shall study the reclamation and shall ensure
that the Buyer receive a response on the subject matter of the
reclamation no later than within fifteen (15) calendar days from
the Date of Reclamation. Otherwise, the reclamation shall be
considered accepted by the Supplier from the date when the
Buyer must have received the Suppliers response to the
reclamation, and the Supplier shall satisfy the requirements
stipulated by the reclamation.
8.6. The supplier is obliged, at the choice of the Buyer and in
addition, the agreed deadline replace the defective product
or
deliver missing goods, paying for the cost of expenses incurred
by the Buyer on transportation and / or customs clearance,
according to the invoices of the respective organizations.
8.7. Amounts, due to the Buyer under settled reclamations, shall
be paid by the Supplier to the Buyer within 40 (forty) calendar
days of the date of Suppliers acceptance of the reclamation.

9.3. If delay in delivery of goods (except for force majeure force


majeure) will exceed three (3) months:
(I) The Buyer has the right to terminate the present Contract in
full or in part without payment of any penalties and/or
compensation to the Supplier of any expenses or the losses
caused by such cancellation of the present Contract.
(II) The supplier shall be obliged within 15 (fifteen) days return
the cash he received from the Buyer.
9.4. The buyer, for infringement of terms of payment for the put
goods (except for force majeure circumstances), pays to the
Seller the penal penalty at a rate of 0,2 % from the sum of the
unpaid goods per every day of unpaid amount.

The Text and conditions of this Agreement is adjusted and confirmed by the SELLER and the BUYER

Seller/ _________________ /

Buyer/ __________________ /

Ti/Se 003 21.05.2012.

CONTRACT Ti/Se 003 21.05.2012


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10.2.

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10.3. ,
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10.4. , () ,

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10.5.
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resulted due to circumstances of force majeure that directly


affect fulfillment of the obligations under the Contract. Force
majeure shall include, but shall not be limited to: fire, flood,
earthquake, war, martial actions, strikes, and acts by state bodies
restricting or limiting export and import transactions.

11.

11. ARBITRAGE and the APPLICABLE LAW

11.1. ,
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11.2.
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11.3.
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11.1. Any disputes and discrepancies arising out of this Contract


or in connection herewith shall be settled between the Parties by
way of negotiations.
11.2. In case of impossibility of settlement of disputes by peaceful means, all disputes arising from this contract or related to its
violation, termination or -fact, be settled definitively in accordance with the Rules of arbitration and conciliation of the International Arbitration Court of the country of the Supplier of
one or more arbitrators appointed in accordance with these rules.

12.

12. FINAL PROVISIONS

12.1.

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12.2.
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12.3.
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12.1. None of the Parties of this Contract is entitled to transfer


the rights and obligations out of this Contract to a third party
without a written consent of the other Parties.
12.2. Modifications or annexes to the present Contract are valid
only if carried out in writing and if signed by both Parties to the
Contract.
12.3. After signing the present Contract, any previous
agreements, promises, negotiations and correspondence
regarding the Contract will become null and void.

10.2. In case of force majeure, fulfillment of obligations under


this Contract shall be prolonged for the period of force majeure
and its consequences.
10.3. The Party caught by force majeure shall notify the other
Party of the force majeure and its disappearance not later than 10
(ten) calendar days from the occurrence of the force majeure.

10.4. Certificates issued by the Chamber of Commerce


(Commerce and Industry) of any of the Parties shall be sufficient
proof of force-majeur and/or its duration.
10.5. Should force majeure and its consequences last more than
three (3) months, any of the Parties shall be entitled to terminate
the Contract fully or partially. In such a case, none of the Parties
shall be entitled to damages from the other Party.

11.3. This Contract shall be governed and construed in


accordance with the current substantial law of Russia, excluding
the conflicts of laws rules, and the UN Convention On the
Contracts of International Sale of Goods (Vienna, 14 April
1980).

The Text and conditions of this Agreement is adjusted and confirmed by the SELLER and the BUYER

Seller/ _________________ /

Buyer/ __________________ /

Ti/Se 003 21.05.2012.


12.4.
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12.5. ,

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12.6. , ,
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12.7.

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CONTRACT Ti/Se 003 21.05.2012


12.4. The present Contract has been made out in three copies in
English and Russian language, both copies having the same legal
validity. In case of arising disputes between Russian and English,
Russian shall prevail.
12.5. The contract enters into force from the moment of receipt
by the Bank of the Provider of the financial instrument issued by
the Buyer.
12.6. All correspondence related to the performance under the
Contract shall be sent to the mailing addresses of the Parties
indicated herein.
12.7. All Appendices and Supplements to this Contract form an
integral part of the Contract.

13. / LEGAL ADDRESSES of the PARTIES


:

SUPPLIER: Llc TPK TITAN

.: +7 (495) 6653024
: +7 (495) 6651554
E-mail: info@tpktitan.com

tel.: +7 (495) 6653024


fax: +7 (495) 6651554
E-mail: info@tpktitan.com

zakaz@tpktitan.com

zakaz@tpktitan.com

-: VTB 24 (JSC), Moscow, Russia


SWIFT: CBGURUMM
a) -: JPMorgan Chase Bank, N.Y. USA
SWIFT: CHASUS33
-: 400938618
b) -: Deutsche Bank Trust Company Americas,
N.Y., USA
SWIFT: BKTRUS33
-: 04413603
: LLc TPK TITAN
: 40702840414450002309

Beneficiary Bank: VTB 24 (JSC), Moscow, Russia


SWIFT: CBGURUMM
a) Intermediary Bank: JPMorgan Chase Bank, N.Y. USA
SWIFT: CHASUS33
Correspondent account in Intermediary Bank: 400938618
b) Intermediary Bank: Deutsche Bank Trust Company Americas,
N.Y., USA
SWIFT: BKTRUS33
Correspondent account in Intermediary Bank: 04413603
Beneficiary Customer: LLc TPK TITAN
Settlement account: 40702840414450002309

: Comtex Trade Ltd

BUYER: Comtex Trade Ltd

.: + 998974840870
: + 998712360916
E-mail: E-mail: comtextrade@gmail.com

tel.: + 998974840870
fax: + 998712360916
E-mail: comtextrade@gmail.com

BANK NAME: AIZKRAUKLES BANK


BANKADDRESS: 23 ELIZABETES ILEA. RIGA. LATVIA.
LV1010.
IBAN/ACCOUNT No LV54 AIZK 0001 1401 0809 5
SWIFT CODE : AIZK LV 22
COR.BANK: JPMORGAN CHASE BANK, N.A.
SWIFTCODE: CHAS US 33
BANK TEL/FAX:: +37167775479

BANK NAME: AIZKRAUKLES BANK


BANKADDRESS: 23 ELIZABETES ILEA. RIGA. LATVIA.
LV1010.
IBAN/ACCOUNT No LV54 AIZK 0001 1401 0809 5
SWIFT CODE : AIZK LV 22
COR.BANK: JPMORGAN CHASE BANK, N.A.
SWIFTCODE: CHAS US 33
BANK TEL/FAX:: +37167775479

/ SIGNATURES OF THE PARTIES


/ Director General

/ Director General

.. / Chernovalov S.M.

.. / Usmanov U.A.

_________________

_________________

/ signature

/ signature

The Text and conditions of this Agreement is adjusted and confirmed by the SELLER and the BUYER

Seller/ _________________ /

Buyer/ __________________ /

Ti/Se 003 21.05.2012.

CONTRACT Ti/Se 003 21.05.2012

The Text and conditions of this Agreement is adjusted and confirmed by the SELLER and the BUYER

Seller/ _________________ /

Buyer/ __________________ /

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