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CONTRACT _______

Moscow

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December 22 2006

22 2006 .

I CO.,LTD, (hereinafter SELLER),


represented by the .. , acting according
to the Charter from one side, and OO T,
RUSSIAN FEDERATION (hereinafter
BUYER) represented by the head of the
company general director ., acting
according to the Charter from the other side,
hereinafter Parties, have concluded the present
contract as the following:

I CO.,LTD,
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1.

1.

Subject of the contract

Under this Contract the Seller has sold and the


Buyer has bought on the basis of CIP Moscow as
per Incoterms 2000 the Goods, indicated in the
Attachment 1 to this Contract. Nomenclature of
the Goods, prices and quantity are indicated in the
Specifications to the present Contract for each
separate batch.
2. Price
The prices for the goods are fixed in dollars,
stipulated in the Specifications to this Contract and
are understood CIP Moscow (Incoterms-2000).
The prices include the cost of goods, handling,
including loading into containers, railroad cars or
trucks, packing, marking, transportation, insurance
and all the other expenses concerned with delivery
of the goods to destination. It is understood that all
transportation expenses (till the place of customs
clearance in Moscow) are incurred by the Seller if
no other option is envisaged by additional
agreement between the Parties.


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2.

The total amount of the Contract is 200 000 (two


hundred thousand) US dollars.

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200 000 (
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3. Terms of Payment

3.

Payments according to the present contract should


be done in US dollars.
One hundred percent (100%) should be transferred


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(100%)

by the Buyer into the Sellers account in advance


within 5 days from the moment of issuing the
invoice.
The Seller pays the services of the Sellers bank
and the Buyer pays the services of the Buyers
bank and all correspondent banks


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4. Quality

4.

Quality of delivered goods should be in


accordance with the approved samples and
technical characteristics given by the Seller.
Quality of the goods has to be confirmed by
quality certificate of the manufacturer.



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5. Packaging and marking


The packing must ensure safety of the Goods
during sea, air and truck transportation.
The equipment should be packet into strong
wooden crates. Pallets of the crates should have
empty space at the bottom having no less than 100
mm.
Each package should have the following marking:
SHIPPER:
CONSIGNEE:
CONTRACT No :
PACKAGE No:
GROSS W:
DIM (): ..cm
The marking should be made clearly by indelible
paint in English.

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:
SHIPPER ():
CONSIGNEE ():
CONTRACT No ( ) .
PACKAGE No ( ) .
GROSS W ( ): . kg
DIM (): ..cm
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6. Terms of Delivery

6. .

The Goods should be delivered in accordance with


the Milestone Schedule as per Attachment No2, no
later than 10 days when Seller receives payment
for the goods from the Buyer.
The delivery date of the goods should be
considered the date of air waybill and/or bill of
lading issued by the first Sellers forwarder or
carrier.
The arrival date of the goods is the date of arrival
of the goods at the customs warehouse in Moscow.


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Name of Sellers forwarder or carrier and delivery


route should be confirmed by the Seller via fax or
e-mail no later than delivery date.

The shipping documents for each batch should


include:
1. invoice;
2. packing list;
3. waybill (airway bill and/or bill of lading)
4. manufacturers quality certificate;
Seller should e-mail or fax shipment notification
to the Buyer with attached invoice and packing list
no later than 5 (five) days before date of shipment.

7. Insurance
Seller has to realize insurance of cargo; the cost of
insurance is included into cost of goods.
The risk of destruction of the not insured Goods
during transportation is incurred by the Buyer.

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8. Acceptance of manufactured
Goods per quality and quantity

8.

The goods will be considered delivered by the


Seller and accepted by the Buyer at the Buyers
warehouse in conformity with the quantity
according to shipment documentation and
technical specifications of the Contract.
Acceptance of the goods in respect of quality is
carried out at the installation site based on results
of balancing and commissioning and acceptance
testing.
The goods are considered accepted by the Buyer in
respect of quality in the day of issuing and signing
of Acceptance Act by the Buyer.
The Buyer has the right to return defected goods to
the Seller on written agreement of the Seller. The
Seller will pay all expenses concerned with the
returning of the defected goods.




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9. Force major

9. -

The parties are released from responsibility for


partial or complete non-fulfilment of their
liabilities under the present contract if it was
caused by the circumstances of Force Major,
namely: fire, flood, earthquake, flood, war, civil
riots, epidemics, quarantine restrictions, strikes of
the Sellers personnel, embargo, typhoons
volcanoes and other Force Major circumstances,


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provided that they directly affected the execution


of the present contract. These Force Major
circumstances and their continuation should be
registered and proved in written form by the
Chamber of Commerce and Industry or other
competent organs or organizations.
If these circumstances last longer than 3 months,
then each party will be entitled to cancel the
contract and in this case both parties shall be
without claim.

10. Arbitration
All disputes and differences, which may arise out
of or in connection with present contract, are to be
settled, when possible, through negotiations
between the Parties.
Should the Parties fail to come to agreement
within 30 (thirty) days after issuing of the written
notification by one of the Parties about such
disputes or differences, the case should be
submitted to Arbitration Court.
All the arbitration should take place in the
Moscow Chamber of Commerce and Industry,
Russia, in accordance with the Rules of Procedure
of the said Commission. The award of the
Arbitration is final and binding upon both parties.


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11. Responsibility of the Parties


In case of delay in shipment of the goods against
the dates stipulated in the Milestone Schedule
(Attachment 2 to the present Contract), excluding
Force Major circumstances, the Seller shall pay
the Buyer forfeit in amount of _____% from the
unshipped batch of the goods after the expiration
of 10 (ten) privileged days. The total amount of
the forfeit should not exceed ____% of the cost of
this batch of the goods.


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12. General conditions

12.

The present Contract comes into force from the


moment of its signing. The present Contract is
made out in two languages English and Russian
and both texts are authentic.


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Date closed of the contract December 31 2007.

: 31 2007

13. Legal addresses of the parties

13.

The Seller / Manufacturer


Bank requisites of the Seller:

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