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SUBJECT OF THE CONTRACT



CONTRACT N____
Moscow "___"_________199__.Company ___________________, hereinafter referred to as the
"Sellers", on the one part, and Company ___________________, Moscow, RF, hereinafter referred
to as the "Buyers" on the other part, have concluded the present Contract for the following:
N____
. "___"__________ 199__. ____________,
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1. Subject of the Contract


Example 1
1.1. The Sellers have sold and the Buyers have bought on the conditions f.o.b. __________ francorailway car-border ___________ the following equipment: _________________in full conformity
with the technical characteristics and in complete scope of supply specified in Appendix N ___.

1.
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__________ : ________________________

N ____

1. Subject of Contract
Example 2
The Sellers have sold and the Buyers have bought the equipment hereinafter referred to as "goods"
on terms f.o.b.-stowed port _________________.The Sellers will deliver to the Buyers f.o.b. port
____________ or free on rail ________________ frontier or f.o.b. airport _________________ or
will send by post to the address __________________________(description of equipment,
instruments, etc., their technical specification or reference to quotation or to Catalogue number),
complete with standard spare parts, required technical documentation and corresponding
accessories.

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PRICES AND TOTAL VALUE



2. Prices and Total Value
Example 1
1. The total value of the equipment, spare parts, tools, technical documentation and services in the
volume of the present Contract amounts to ___________________2. The prices per item are
specified in Appendices No ________________3. The prices are firm and subject to no
alteration.4. The prices are understood ___________________stowed, franco-railway car-border
_____________________ or in accordance with other basis conditions of delivery including the
cost of packing, marking and other delivery expenses.

2.
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2. Prices and Total Value


Example 2
The total amount of the Contract is _________________. The prices are firm for the duration of
the Contract, not subject to any alterations and understood to be f.o.b. ________ including export
sea packing, marking, port and dock dues on the cargo, attendance to custom formalities, loading
into holds, crane, stevedoring, stowing of the cargo in the hold and / or on deck, lashing and
securing as well as the cost of materials used for this purpose.

2.
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TERMS OF PAYMENT

3. Terms of Payment
Example 1
Payments at the rate _________ of per cent of the value of the delivered equipment are to be
effected in _________ (currency) within 30 days of the date of receipt by the Buyer' Bank
_________ of RF of the following documents for collection:Seller's specified invoice-one Original
and 2 copies (where Contract number and Trans are to be indicated);Complete set of "clean-onboard" Bills of Lading issued destination RF port ____________________ in the name of
_____________ a duplicate of the international railway bill issued destination railway station
______________ in the name of the chief of this station for further transportation by means of
railways through the railway stations _______________ to the railway station ______________
for ____________________

3.
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_______%
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____________ ___________ __________.

3. Terms of Payment
Example 2
_________ per cent of value of the delivered equipment are to be paid upon expiration of the
guarantee corresponds to quantitative and qualitative indices stipulated in the Contract.Payment of
this amount is to be effected upon expiration of the guarantee period within 30 days of receipt by
the Buyers of the Seller's invoice and provided there are no grounded claims from the Buyers.All
Bank expenses for collection are to be paid as follows:- all expenses of the Bank of the Sellers'
country to be borne by the Sellers;- all expenses of the Commercial Bank of the Buyers to be borne
by the Buyers.Payment for the delivered equipment is to be effected in _____________ by
collection in the following way: _________ per cent of the value of the completely delivered
equipment to be paid within _____________ days upon receipt by the Buyers of the following
documents:a) Original and two copies of the detailed invoice.b) Packing list in triplicate;c) Two
original "clean-on-board" Bills of lading issued in the name of _______________________;d)
Copy of export licence, if required;e) Work's certificates in triplicate.

3.
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DELIVERY DATES

4. Delivery Dates
The equipment specified in Clause 1 of the present Contract is to be delivered complete as follows:
____________________________.By the time stipulated the equipment is to be manufactured in
accordance with the Contract conditions, tested, packed, marked and delivered f.o.b.
_________________________All the questions connected with shipment of the goods are to be
settled in accordance with the Buyers' Forwarding Agent: __________________________.By the
first of the month preceding the month of delivery the Sellers are to notify the Buyers by cable
about the date of the readiness of the goods for shipment from the port
________________________ station the weight and the cubic volume of the cargo. The same
notification is to be sent to the Buyers' Forwarding Agent.Within 24 hours after shipment of the
goods the Sellers are to let the Buyers know by cable the date of shipment, Contract and Trans
numbers, the number of the Bill of Lading, the denomination of the equipment, the quantity of the
vessel and the port of destination. The above cable notification must be confirmed by a letter.
The delivery date is understood to be the date of the "clean-on-board" Bill of Lading issued in the
name of the Buyers, destination _________ Port of RF.If on the expiration of 30 days from the
date of the readiness of the goods for shipment the shipping facilities are not available and so the
goods cannot be shipped from the port of ______________ the Sellers have the right to hand over
the goods to the Buyers' Forwarding Agent. In this case the date of the Forwarding Agent's receipt
is considered to be the date of delivery.
After handing over the goods to the Buyers' Forwarding Agent all the expenses connected with the
storage of the goods up to the moment of loading them on board a ship are to be covered by the
Buyers.However it does not release the Sellers at their own expense, to secure and to stow them in
the hold and / or on deck of the ship and etc. in accordance with Clause 2 of the present Contract.
If the goods are not ready for shipment by the date of arrival of the vessel the Sellers are to cover
the losses the Buyers may sustain in connection with demurrage and / or underloading of the ship
(dead freight)

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PACKING AND MARKING



5. Packing and Marking
Example 1
1. The equipment is to be shipped in export packing corresponding to the nature of each particular
type of the equipment.2. The packing is to secure the full safety of the goods from any kind of
damage and corrosion during its transportation.The goods are to be packed so as not to allow for
their free movement inside the package when it changes its position.
3. The Sellers shall be responsible to the Buyers for any damage to the goods owing to the
improper packing.4. Should separate parts of equipment exceed the overall dimensions, permitted
for the transportation by railway, the Sellers are to agree upon such dimensions of the cases with
the Buyers before manufacturing the equipment.
5. The cases in which the equipment is packed are to be marked on three sides - on two opposite
sides and on the top of the case.6. The marking shall be clearly made with indelible paint both in
___________________________ and in Russian languages, stating as follows:Contract NTrans
NCase NNet weightGross weightDimensions of the case in cm (length, width, height)
7. The packages for which special handing is required shall have additional marking: "Handle with
care", "Top", "Do not turn over".8. On oversize and heavy packages as well as on the cases the
height of which exceeds one meter and / or the weight exceeds 500 kg there must shown the center
of gravity on each package with the indelible paint by the mark + and the letters .
9. The Sellers are responsible for additional transport and storage charges incurred due to the
dispatch to a wrong address caused by improper or incorrect marking.

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5. Packing and Marking


Example 2
The goods are to be shipped in export seaworthy packing suitable for the type of the goods to be
delivered. The goods are to be packed in accordance with the rolling-stock of the railways of the
RF. Packing is to protect the goods against any damage or corrosion when the goods are
transported by sea and by railway and to provide for possible transshipment of the goods on the
way to the place of destination and for a long storage of the goods is to be suitable for crane.
The Sellers are to issue a detailed packing list for each case. The contents of the case, the quantity
of the packed articles, their type or model, the works number, the corresponding number of the
item of specification, net and gross weights, the Contract and Trans numbers are to be indicated in
the packing list. One copy of the packing list in a water-proof envelope is to be packed in the
corresponding case together with the goods and one copy of same, covered with a tin plate is to be
fixed on the outer side of the case.
All cases are to be marked on two opposite sides . Each package should bear the following marks
in indelible paint:Contract No:Sellers:Buyers:Trans No.Case No:Gross weightNet
weightDimensions of the casesin cm / length, width, height/
The packages for which special handling is required shall have an additional marking:"With
care""Top""Do not turn over"as well as other indication, if necessary.

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GUARANTEE
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6. Guarantee
Example 1
1. The Sellers guarantee:1.1. That the equipment supplied and technological process, automation
and mechanization are in full accordance with the highest world technical achievements and meet
the highest standards for this type of the equipment existing at the time of delivery;1.2. High
quality of the materials used in the manufacture of the equipment and high quality of the
manufacture and assembly;
1.3. That the equipment to be supplied has been manufactured in full conformity with the
description, technical specification and with the conditions of the Contract;1.4. That the
completion of the equipment to be delivered and the technical documentation supplied is in
accordance with the requirements specified in the Contract.
2. The period of guarantee of the normal and trouble-free operation of the equipment is to be 12
months from the date of putting it into operation but not later than 18 months from the date of
shipment of the complete equipment.The above period will be accordingly extended if start-up of
the equipment is deferred or the operation of the equipment is stopped.
3. If the defects cannot be eliminated, the Buyers have the right to reject the defective equipment
or to request a corresponding reduction from its price.In case the Buyers reject the equipment and
the Sellers for the latter's account the faulty equipment and the Sellers are to repay the Buyers with
7% interest per annum.
4. If during the commissioning period and / or during the guarantee period the equipment or
technical documentation prove to be defective and / or incomplete and / or not in conformity with
the Contract conditions, then irrespective of the fact that such deficiencies could be found during
the Sellers' or their subcontractors' works, the Sellers undertake to eliminate at their expense the
detected defects immediately at the Buyers' request by means of repairing or replacing the
defective equipment or parts thereof with new ones of good quality.
In this case the Buyers are entitled to demand from the Sellers payment of penalty for delay in
delivery at the rate and in accordance with the procedure stipulated in the Contract, beginning from
the date when the claim has been made till the date elimination of the defect or till the date of
delivery of new equipment instead of the rejected one.
5. The replaced defective technical documentation, equipment and / or units are to be returned to
the Sellers at their requested for their account within the period agreed upon by the Parties. All the
transport charges and other expenses connected with the return and / or the replacement of the
defective equipment both on the territory of the Buyers' country and the transit country as well as
on the territory of the Sellers' country are to be borne by the Sellers.

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6. Guarantee
Example 2
The Sellers guarantee:a) that quality of the goods is in full conformity with the Contract
conditions;b) that the delivered goods correspond to the highest standards existing in the Sellers'
country for the goods in question at the moment of execution of the Contract;c) high quality
materials, first-rate workmanship and high standard manufacture, assembly and technical text;d)
that the complete set of the delivered goods and technical documentation fully corresponds to that
stipulated by the Contract.
The guarantee period is _________________ months from the date of putting the goods into
operation, but not more than ____________ months from the date of delivery.Should the goods
prove to be defective during the period of guarantee, or not correspond to the conditions of the
Contract, the Sellers at their own account are to undertake at the Buyers' option either to remedy
the defects or to replace the defects or to replace the defective goods with new ones without delay
on terms stated by the Buyers.At the request of the Sellers the faulty goods or parts of the goods
are to be returned to the Sellers at their expense after delivery of the replaced ones.If by mutual
agreement between the Parties the elimination of defects is effected by the Buyers, the Sellers are
to compensate the Buyers for all the expenses incurred by the Buyers in connection with this

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elimination.In case the elimination of the defects or the replacement of faulty parts take place the
guarantee period is to be prolonged for the period used for such elimination or replacement.If
neither party can eliminate the defects the Buyers have the right either to demand from the Sellers
the proportionate decrease in the price of the goods delivered or to cancel the Contract and in this
case the Sellers are to compensate the losses the Buyers may sustain.

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FORCE MAJEURE
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7. Force Majeure
Example 1
1. The Parties are released from responsibility for partial or complete non-fulfilment of their
liabilities under the present Contract, if this nonfulfilment was caused by the circumstances of
Force Majeur, namely: fire, flood, earthquake, provided the circumstances have directly affected
the execution of the present Contract.In this case the time of fulfilment of the Contract obligations
is extended for the period equal to that during which such circumstance last.
2. The Party, for which it became impossible to meet obligations under the Contract, is to notify in
written form the other Party of the beginning and cessation of the above circumstances
immediately, but in any case not later than ten days of the moment of their beginning. The
notification of Force Majeure circumstances not made within 15 days deprives the corresponding
Party of the right to refer to such circumstances in future.
3. The written evidence issued by the respective Chambers of Commerce will be a sufficient proof
of the existence and duration of the above Indicated circumstances.
4. If these circumstances last longer than six months, then each Party will be entitled to cancel the
whole Contract or any part of it and in this case neither Party shall have the right to demand any

10
compensation of eventual losses from the other Party.The Sellers undertake in this case
immediately to return all the advanced amounts paid by the latter under the present Contract.

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7. Force Majeure
Example 2
The Parties will be released from their responsibility for partial or complete non-execution of their
liabilities under the Contract, should this non-execution be caused by the circumstances of force
majeure, namely: fire, flood, earthquake.The Party which is unable to fulfil its obligations under
this Contract is to inform immediately the other Party of the occurrence and cessation of the above
circumstances. The certificates issued by the Chamber of Commerce of the Sellers' or the Buyers'
country accordingly will be a proof of the existence and the duration of such circumstances.
Should the duration of the above circumstances exceed ____________ months, each Party will
have the right to refuse from future fulfilment of its obligations under the Contract and in this case
neither Party will have the right to demand any compensation of eventual losses from the other
Party.The Sellers must immediately reimburse the Buyers for all the amounts received from the
latter under the present Contract plus ______________% per annum.

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SANCTIONS

8. Sanctions
Example 1
1. In the event of the Sellers' delay in the supply against the dates stipulated in the Contract the
Sellers are to pay to the Buyers penalty at the rate of 0,5% of the value of goods not delivered in
due time for every week of the delay within the first four weeks and 1% for every subsequent week
but not more than 10% of the value of the equipment not delivered in due time.
2. The penalties will be deducted from the Sellers' invoices when they will be paid by the Buyers.
In case the Buyers for any reason do not deduct the penalty when paying the Sellers' invoice the
latter is obliged to pay the penalty amount at the first request of the Buyers.
3. Should the delay in delivery exceed four months the Buyers shall have the right to cancel the
Contract or a part thereof.
4. Should the shipment of the equipment not be notified with delay, the Sellers are to pay to the
Buyers penalty at the rate of 0,1% of the value of the equipment already shipped.

8.
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8. Sanctions
Example 2
If the delivery date stipulated by the Contract is not observed, the Sellers are to pay to the Buyers
penalty at the rate of ______% of the value of the equipment delayed for each commenced week
for the first four weeks of delay, and ________% for each following commenced week thereafter.
However, the total amount of the penalty is not to exceed ________% of the value of the
equipment delay.In case of delay in delivery exceeding _________ months the Buyers have the
right to cancel the Contract wholly or partially without any compensation of the losses the Sellers
may sustain in connection with such a cancellation. In this case the Sellers are obligated to pay to

12
the Buyers penalty for delay in delivery at the rate of ________% of the value of the delayed
equipment and to return back all the amounts received from the Buyers prior to the cancellation of
the Contract, plus _________% interest per annum.The rate of the penalty is not subject to
alterations by arbitration. The penalty amount is to be deducted from the Sellers' invoices when
payment is effected by the Buyers. Should the Buyers fail to deduct the Sellers' invoice for some
reason or other the Sellers are to pay it immediately at the Buyers' request.

8.
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ARBITRATION

9. Arbitration
1. All disputes and differences which may arise out of or in connection with the present Contract
will be settled as far as possible by means of negotiations between the Parties. If the Parties do not
come to an agreement, the matter, without recourse to Courts of law, is to be submitted for
settlement, to Arbitration, with its seat in Stockholm, Sweden.
2. Arbitration shall be established as follows:The Party which wishes to refer the dispute to
Arbitration shall notify the other Party by a registered letter stating the name and the address of the
arbitrator chosen who can be a citizen of any country as well as the subject of the dispute, date and
Number of the Contract.Within 30 days of the receipt of the above letter the other party shall
choose its Party of it by a registered letter stating the name and the address of the arbitrator chosen.
3. If the Party which has received the notification of the dispute being submitted to Arbitration
fails to choose its arbitrator within the said period, the latter, at the other Party's request, will be
appointed within 30 days of the date of the application by the President of the Chamber of
Commerce in Stockholm.
4. Within 30 days the arbitrators shall choose an Umpire, if the arbitrators fail to agree upon the
choice of the Umpire within 30 days after they have been nominated, at the request of either Party
by the President of the Chamber of Commerce in Stockholm, Sweden.
5. The award is to be issued by a majority of votes in accordance with the terms and conditions of
the present Contract, and also the rules of Swedish Material Law.
6. The arbitration award shall state the reasons for its decisions and contain information about the
arbitration membership, time and place of the award passed, mention of the Parties' rights to state
an opinion, as well as the allocation of the costs and expenses of the Arbitration between the

13
Parties.

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EXPORT LICENCE

10. Export Licence
The Sellers will take care of bear all the expenses connected with obtaining the necessary licence
for the exportation of the goods under the present Contract to the RF. Not later then the signing of
the Contract the Sellers are to advise the Buyers if the export licence is granted.In case the Sellers
are unable to obtain the export licence or the export licence is revoked by the appropriate
authorities of the Sellers' country before the end of deliveries or should its validity expire, the
Buyers have the right to cancel the Contract wholly or partially.Should the Contract be canceled
the rights and the obligations of the Parties are to be defined in conformity with Clause 4 (Penalty).

10.

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INSURANCE

11. Insurance
The Buyers are to take care of and to cover expenses for insurance of the goods with Ingosstrakh
RF from the moment of their dispatch from the Sellers' works up to the moment of arrival of the
same at the Buyers' works.The expenses for insurance from the Sellers' works up to the moment of
loading at the rate of _____% the insurance amount are to be charged to the Sellers' account and
deducted from the Sellers' invoices at the time payments are effected.
Insurance within the whole period of transportation and transshipment will be effected on the
conditions of "Responsibility for Particular Average" according to item 2, paragraph 2 of the
"Rules of transport Insurance of the goods", Ingosstrakh, including damages to the goods caused
by cranes, oil, fresh water (excluding moistening) and by other cargo, breakage, theft of the whole
cases or their parts and nondelivery of cases in all the above mentioned circumstances independent
of a degree of the damage.Within ________ months upon signing the Contract the Buyers are to
send to the Sellers the Insurance Policy issued in the name of the Sellers covering insurance of the
goods from the Sellers' works up to FOB port of ______________.

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OTHER CONDITIONS

12. Other conditions
All the enclosures to the present Contract are to be considered its integral part.All the amendments
and addenda to the Contract are valid only on condition of being made in a written form and signed
by both Parties.Neither Party has the right to assign its obligations and rights under the present
Contract to any third Party without written consent of the other Party.After signing the Contract all

15
the preliminary agreements, discussions and correspondence between the Parties concerning this
Contract are to be considered invalid.

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LEGAL ADDRESSES OF THE PARTIES



13. Legal Addresses of the Parties
Sellers: ___________________Buyers: ___________________The present Contract is drawn up
in the English and Russian languages 2 copies, one copy for each Party, both texts being equally
valid.The Contract enters into force on the date of its signing.Enclosures:Sellers: Buyers:

13.
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TYPICAL CONTRACT

CONTRACT N
Moscow "___"_________199__.

N
. "__"_______ 199_.

Company ____________, hereinafter referred to


as the "Sellers", on the one part, and Company
__________, Moscow, hereinafter referred to as
the "Buyers" on the other part, have concluded
the present Contract for the following:

____________,
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1. Subject of the Contract

1.

1.1. The Sellers have sold and the Buyers have


bought on the conditions f.o.b. ______________
franco-railway car-border ___________ the
following equipment: _________________ in
full conformity with the technical characteristics

1.1. ,
... _____________ -
__________
: _____________

16
and in complete scope of supply specified in
Appendix N ___________________


N _____________
2.

2. Prices and Total Value


1. ,
1. The total value of the equipment, spare parts, , ,
tools, technical documentation and services in the
volume of the present Contract amounts to

___________________
__________________________
2. The prices per item are specified in
Appendices No ____________

2.
N _________________

3. The prices are firm and subject to no alteration. 3. .


4. The prices are understood
__________________stowed, franco-railway
car-border _____________________ or in
accordance with other basis conditions of
delivery including the cost of packing, marking
and other delivery expenses.

4. ____________
, -
__________________________

,
,
.

3. Terms of Payment
3.
Payments at the rate _________ of per cent of the
value of the delivered equipment are to be
_______%
effected in __________________ (currency)

within 30 days of the date of receipt by the Buyer'
Bank _________ of RF of the following
__________________ () 30
documents for collection:Seller's specified

invoice-one Original and 2 copies (where
"_________" :
Contract number and Trans are to be

indicated);Complete set of "clean-on-board" Bills (
of Lading issued destination RF port

___________ in the name of _______________ a /),
duplicate of the international railway bill issued ,
destination railway station _______________ in : _________________
the name of the chief of this station for further
___________________
transportation by means of railways through the ,
railway stations _______________ to the railway
station ______________ for
__________________
____________________


______________ _____________
__________.
4. Delivery Dates

4.

The equipment specified in Clause 1 of the


present Contract is to be delivered complete as

17
follows: ___________________________.

:
___________________

By the time stipulated the equipment is to be


manufactured in accordance with the Contract

conditions, tested, packed, marked and delivered
f.o.b. __________________________
, , ,
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All the questions connected with shipment of the ____________________
goods are to be settled in accordance with the
Buyers' Forwarding Agent:
,
____________________________.
,

By the first of the month preceding the month of __________________________
delivery the Sellers are to notify the Buyers by
cable about the date of the readiness of the goods 1- ,
for shipment from the port
,
_________________________ station the weight
and the cubic volume of the cargo. The same

notification is to be sent to the Buyers'
___________________
Forwarding Agent.
.

Within 24 hours after shipment of the goods the .
Sellers are to let the Buyers know by cable the
date of shipment, Contract and Trans numbers, 24
the number of the Bill of Lading, the

denomination of the equipment, the quantity of ,
the vessel and the port of destination. The above , , ,
cable notification must be confirmed by a letter. , , ,
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.
The delivery date is understood to be the date of
the "clean-on-board" Bill of Lading issued in the
name of the Buyers, destination _______ Port of
RF.If on the expiration of 30 days from the date ,
________________ .
of the readiness of the goods for shipment the
-
shipping facilities are not available and so the
30
goods cannot be shipped from the port of

______________ the Sellers have the right to
hand over the goods to the Buyers' Forwarding ___________
.
Agent. In this case the date of the Forwarding

Agent's receipt is considered to be the date of
.
delivery.

After handing over the goods to the Buyers'

Forwarding Agent all the expenses connected
with the storage of the goods up to the moment of .
loading them on board a ship are to be covered by

the Buyers.However it does not release the
,
Sellers at their own expense, to secure and to
stow them in the hold and / or on deck of the ship / .

18
and etc. in accordance with Clause 2 of the
present Contract. If the goods are not ready for
shipment by the date of arrival of the vessel the
Sellers are to cover the losses the Buyers may
sustain in connection with demurrage and / or
underloading of the ship (dead freight)
5. Packing and Marking

2
.
,
,
/
/ /
5.

The goods are to be shipped in export seaworthy


packing suitable for the type of the goods to be
delivered. The goods are to be packed in
accordance with the rolling-stock of the railways
of the RF. Packing is to protect the goods against
any damage or corrosion when the goods are
transported by sea and by railway and to provide
for possible transshipment of the goods on the
way to the place of destination and for a long
storage of the goods is to be suitable for crane.


,
.


.

,
,
.
.

The Sellers are to issue a detailed packing list for


each case. The contents of the case, the quantity
of the packed articles, their type or model, the
works number, the corresponding number of the
item of specification, net and gross weights, the
Contract and trans numbers are to be indicated in
the packing list. One copy of the packing list in a
water-proof envelope is to be packed in the
corresponding case together with the goods and
one copy of same, covered with a tin plate is to
be fixed on the outer side of the case.


,

, , (),
,
, ,
, , 1


1 ,
,
All cases are to be marked on two opposite sides . .
Each package should bear the following marks in
indelible paint:
2- .

:
Contract No:
Sellers:

Buyers:

Trans No.

Case No:

Gross weight

Net weight

Dimensions of the casesin cm / length, width,

19
:
height/
The packages for which special handling is
required shall have an additional marking:
"With care"
"Top"
"Do not turn over"

(, , )
, ,
:
""
""
" "

as well as other indication, if necessary.

6. Guarantee

6.

1. The Sellers guarantee:

1. :

1.1. That the equipment supplied and


technological process, automation and
mechanization are in full accordance with the
highest world technical achievements and meet
the highest standards for this type of the
equipment existing at the time of delivery;

1.1.
,


,

;

1.2. ,

1.2. High quality of the materials used in the
manufacture of the equipment and high quality of ,

the manufacture and assembly;
;
1.3.
1.3. That the equipment to be supplied has been
,
manufactured in full conformity with the
description, technical specification and with the ;
conditions of the Contract;
1.4.


1.4. That the completion of the equipment to be .
delivered and the technical documentation
supplied is in accordance with the requirements 2.

specified in the Contract.
__________________
,
_____________

20
2. The period of guarantee of the normal and
trouble-free operation of the equipment is to be
12 months from the date of putting it into
operation but not later than 18 months from the
date of shipment of the complete equipment.The
above period will be accordingly extended if
start-up of the equipment is deferred or the
operation of the equipment is stopped.

.

,

.

3.

,

3. If the defects cannot be eliminated, the Buyers
have the right to reject the defective equipment or .

to request a corresponding reduction from its
price.In case the Buyers reject the equipment and ,

the Sellers for the lather's account the faulty
equipment and the Sellers are to repay the Buyers 7%
.
with 7% interest per annum.
4. /
4. If during the commissioning period and / or
,
during the guarantee period the equipment or
/
technical documentation prove to be defective
/
and / or incomplete and / or not in conformity
with the Contract conditions, then irrespective of ,
,
the fact that such deficiencies could be found
during the Sellers' or their subcontractors' works,
the Sellers undertake to eliminate at their expense ,
the detected defects immediately at the Buyers'

request by means of repairing or replacing the

defective equipment or parts thereof with new

ones of good quality.
.
In this case the Buyers are entitled to demand
from the Sellers payment of penalty for delay in

delivery at the rate and in accordance with the
procedure stipulated in the Contract, beginning , ,
from the date when the claim has been made till
the date elimination of the defect or till the date
.
of delivery of new equipment instead of the
rejected one.
5.
, /
5. The replaced defective technical
documentation, equipment and / or units are to be
returned to the Sellers at their requested for their , .
,
account within the period agreed upon by the

Parties. All the transport charges and other
expenses connected with the return and / or the ,
replacement of the defective equipment both on ,
the territory of the Buyers' country and the transit , .
country as well as on the territory of the Sellers'

21
country are to be borne by the Sellers.

7. Force Majeure

7. -

1.
1. The Parties are released from responsibility for

partial or complete non-fulfilment of their

liabilities under the present Contract, if this
,
nonfulfilment was caused by the circumstances of
, : ,
Force Majeur, namely: fire, flood, earthquake,
, ,
provided the circumstances have directly affected

the execution of the present Contract.In this case
.
the time of fulfilment of the Contract obligations

is extended for the period equal to that during
,
which such circumstance last.
.
2. ,

2. The Party, for which it became impossible to
,
meet obligations under the Contract, is to notify

in written form the other Party of the beginning
, ,
and cessation of the above circumstances
,
immediately, but in any case not later than ten
. ,
days of the moment of their beginning. The
15 ,
notification of Force Majeure circumstances not

made within 15 days deprives the corresponding

Party of the right to refer to such circumstances
.
in future.
3.


3. The written evidence issued by the respective

Chambers of Commerce will be a sufficient proof
.
of the existence and duration of the above
Indicated circumstances.
4.
6 ,
4. If these circumstances last longer than six

months, then each Party will be entitled to cancel
.
the whole Contract or any part of it and in this

case neither Party shall have the right to demand
,
any compensation of eventual losses from the

other Party.The Sellers undertake in this case
.
immediately to return all the advanced amounts
paid by the latter under the present Contract.
8. Sanctions

8.

1. In the event of the Sellers' delay in the supply 1. ,


against the dates stipulated in the Contract the
,
Sellers are to pay to the Buyers penalty at the rate ,

22
of 0,5% of the value of goods not delivered in
due time for every week of the delay within the
first four weeks and 1% for every subsequent
week but not more than 10% of the value of the
equipment not delivered in due time.

2. The penalties will be deducted from the


Sellers' invoices when they will be paid by the
Buyers. In case the Buyers for any reason do not
deduct the penalty when paying the Sellers'
invoice the latter is obliged to pay the penalty
amount at the first request of the Buyers.


0,5%

4
1% ,
10%
.
2.
.
, -

,
.

3. ,
3. Should the delay in delivery exceed four
,
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 with delay, the Sellers are to pay to the

Buyers penalty at the rate of 0,1% of the value of
0,1%
the equipment already shipped.
.
9. Arbitration

9.

1. All disputes and differences which may arise


out of or in connection with the present Contract
will be settled as far as possible by means of
negotiations between the Parties. If the Parties do
not come to an agreement, the matter, without
recourse to Courts of law, is to be submitted for
settlement, to Arbitration, with its seat in
Stockholm, Sweden.

1. ,

,

. ,
, ,
,
,
()

2. Arbitration shall be established as follows:The


Party which wishes to refer the dispute to
Arbitration shall notify the other Party by a
registered letter stating the name and the address
of the arbitrator chosen who can be a citizen of
any country as well as the subject of the dispute,
date and Number of the Contract.Within 30 days
of the receipt of the above letter the other party
shall choose its Party of it by a registered letter
stating the name and the address of the arbitrator

2.
:,
,
,

,
,
, .
30

23
chosen.
,
.
3. If the Party which has received the notification
of the dispute being submitted to Arbitration fails
to choose its arbitrator within the said period, the
latter, at the other Party's request, will be
appointed within 30 days of the date of the
application by the President of the Chamber of
Commerce in Stockholm.

3. , ,
,

.,
30

.

4. 30
.
4. Within 30 days the arbitrators shall choose an
Umpire, if the arbitrators fail to agree upon the ,
choice of the Umpire within 30 days after they
have been nominated, at the request of either
.,
Party by the President of the Chamber of
30
Commerce in Stockholm, Sweden.


.
5.
5. The award is to be issued by a majority of
votes in accordance with the terms and conditions
,
of the present Contract, and also the rules of
.
Swedish Material Law.
6.

6. The arbitration award shall state the reasons ,
for its decisions and contain information about ,
the arbitration membership, time and place of the

award passed, mention of the Parties' rights to
state an opinion, as well as the allocation of the
costs and expenses of the Arbitration between the .
Parties.
10. Export Licence
10.
The Sellers will take care of bear all the expenses
connected with obtaining the necessary licence
for the exportation of the goods under the present
Contract to the RF. Not later then the signing of
the Contract the Sellers are to advise the Buyers
if the export licence is granted.In case the Sellers
are unable to obtain the export licence or the
export licence is revoked by the appropriate
authorities of the Sellers' country before the end
of deliveries or should its validity expire, the
Buyers have the right to cancel the Contract




.

1
.

,

,

24
wholly or partially.Should the Contract be
canceled the rights and the obligations of the
Parties are to be defined in conformity with
Clause 4 (Penalty).

11. Insurance

,

.


4. ( )
11.

The Buyers are to take care of and to cover



expenses for insurance of the goods with

Ingosstrakh RF from the moment of their
()
dispatch from the Sellers' works up to the

moment of arrival of the same at the Buyers'

works.The expenses for insurance from the

Sellers' works up to the moment of loading at the
.
rate of _____% the insurance amount are to be

charged to the Sellers' account and deducted from
______%
the Sellers' invoices at the time payments are

effected.

.

Insurance within the whole period of

transportation and transshipment will be effected
"
on the conditions of "Responsibility for Particular
" 2
Average" according to item 2, paragraph 2 of the
" "
"Rules of transport Insurance of the goods",
,
Ingosstrakh, including damages to the goods
, , (
caused by cranes, oil, fresh water (excluding
) ,
moistening) and by other cargo, breakage, theft
,
of the whole cases or their parts and nondelivery

of cases in all the above mentioned circumstances

independent of a degree of the damage.Within
. 1
________ months upon signing the Contract the

Buyers are to send to the Sellers the Insurance
,
Policy issued in the name of the Sellers covering
,
insurance of the goods from the Sellers' works up

to FOB port of ______________.

______________.
12. Other conditions

12.

All the enclosures to the present Contract are to


be considered its integral part.All the
amendments and addenda to the Contract are
valid only on condition of being made in a
written form and signed by both Parties.Neither
Party has the right to assign its obligations and
rights under the present Contract to any third
Party without written consent of the other


.

,

.

25

13. Legal Addresses of the Parties


. ,
,
,
,
.
13.

Sellers: ___________________

_________________

Buyers: ___________________

_______________

Party.After signing the Contract all the


preliminary agreements, discussions and
correspondence between the Parties concerning
this Contract are to be considered invalid.

The present Contract is drawn up in the English


and Russian languages 2 copies, one copy for

each Party, both
, ,

.
texts being equally valid.
The Contract enters into force on the date of its
signing.

Enclosures:

Sellers:

Buyers:

SAMPLES OF CONTRACTS

Contract ?1 Contract for Business Trip
Contract ?2 Contract for Exporting of goods
Contract ?3 Contract for Buying of Consumer Goods

Contract ?4 Agent Agreement
Contract ?5 Consign Agreement

CONTRACT ?1
CONTRACT FOR BUSINESS TRIP
Moscow

"___"__________199__.

___________, Moscow, hereinafter referred to as the "Supplier", and the State Enterprise for
__________, hereinafter referred to as the "Customer", have signed the Present Contract. The
terms and conditions of the Contract are as follows:

26
1
The Supplier shall construct and commission the Cement Plant in ________________. For this
purpose the Supplier shall send to ___________________ specialists.
2
The number of specialists, their specialities and periods of stay in ______________ shall be
stipulated in the Appendix to the present Contract. The Appendix shall form an integral part of the
Contract.
3
The Supplier's specialists shall be sent to ___________________ at the Customer's request in
accordance with the agreed schedule of commissioning of various units and shops of the Cement
Plant.
4
1. The Customer shall reimburse the Supplier for:
a) monthly salaries of specialists in Local currency from the date of arrival in ______________ up
to the date of departure from __________ at the following rates:
General Consultant - __________________________
Deputy General Consultant - ___________________
Specialist on -________________________________
Senior Engineer - _____________________________
Engineer - ___________________________________
Foreman - ___________________________________
b) transfer allowance to every specialist sent to ___________ for a period of one year or more at
the following rates:
General Consultant - _______________________
Deputy General Consultant - ________________
(and all others)
c) air travel expenses of the specialists and their family members from Moscow to ... and back: for
General Consultant and Deputy General Consultant - first class; and for other specialists - tourist
class (economy class); including the cost of excess luggage transportation over and above the free
allowance indicated in each ticket at the rate of 80 kg per person and the maximum of 240 KGs for
a family.
The family members (wife and dependent children) shall travel to... only if the period of the
specialist's stay in ... is to exceed six months.
d) round travel expenses (excluding excess luggage) for specialists and their family members
going on home leave;
e) the period of specialists' holiday.
The duration of holiday shall be 48 working days for year of work in... .
The time of holiday shall be agreed about in each particular case.
f) expenses incurred on the insurance of the Supplier's with Ingosstrakh against professional risks
and/or accidents during their stay in... at the rate of ... per year per each specialist.
2. The Supplier shall bear expenses of sending interpreters and their family members.

27
5
The Customer at his own expense shall ensure:
a) meeting and seeing off specialists, interpreters and their family members;
b) the travel of specialists, interpreters and their family members to the duty station by railway
(air-conditioned coaches) and/or by car and also transportation of their luggage;
c) first class hotel accommodation for specialists, interpreters and their family members on their
way to the duty station in... and back including expenses for service and meals;
d) transport facilities for business trips;
e) first class hotel accommodation (or adequately furnished flats) and offices;
f) adequate medical service including hospitalization if necessary;
g) transport facilities for sightseeing and social purposes;
h) primary school facilities for children of specialists and interpreters.
6
1. If any of the Supplier's specialists fall ill while staying in..., the Customer shall continue
payment of his monthly salary for a period of up to two months.
2. In the event of prolonged illness of a specialist the Supplier shall replace him and the Customer
shall reimburse the Supplier for all expenses incurred.
3. The Supplier reserves the right to recall any of his specialists and replace him with another
specialist of similar qualification and experience.
4. The Supplier's personnel shall observe all the laws, rules and regulations of the Customer's
country and also respect the local customs and traditions.
5. The holidays of the Supplier's country shall be days off for the Supplier's specialists and shall be
paid by the Customer.
7
To effect payments under this Contract the officials of the Russia's side in... shall, once every
month, draw invoices in 3 copies to the Customer through the National Bank of... for collection. A
statement, containing the names of the Supplier's specialists, the duration of their stay in the
Customer's country, monthly reimbursement rates and other expenses incurred under the present
Contract shall be enclosed with each invoice.
The Customer shall pay against the above invoices within 15 (fifteen) days from the date of
receiving the invoices.
The above sums shall be remitted to the account of the Bank for Foreign Economic Affairs in
favour of the Supplier.

? 1

.

"___"___________ 199__.

____________, , "",

28
__________________, "",
.
1
. _______________.
. ________________ .
2
, _______________
.
.
3
______________

.
4
1. :
)
_______ _________ :
- __________________
. - ____________
- _______________________
- ________________________________
- _________________________
- __________________________________
- ____________________________________
) ___________
. . . . - ,
- ( ),
, , 80
, 240 .
( -) _________
_________ 6 .
) ( )
.
) .
48 ______________
.
)
/
________ ________ .
2. .

29
5
:
) , ,
) ,
( ) / ,
,
) ,.
_____________ ,
,
) ,
) ( )
,
) ,
,
) ,
) .
6
1. _____________,
, 2- .
2. ,
, .
3.
, .
4. ,
, .
5.
.
7

______________ 3-
__________ .
: , ,
, ,
.
15 ()
. .

CONTRACT No.2
CONTRACT FOR EXPORTING OF GOODS
Moscow of ____ ________________199__
Trade Partners Enterprise, Moscow, Russia, hereinafter referred to TPE, on the one part, and

30
Nigeria Cardon Tubes Limited, Nigeria, hereinafter referred to NCTL, on the other part, have
signed the present contract as follows:
1
1.1. To the total sum indicated in point 1.1 TPE shall deliver within __________ months of the
date of signing this Contract the goods as under Annex I to the Contract being its integral part.
Quantity _______ metric tones.
Price per ton ___________
Total sum _ __________
The delivery shall be effected on C.I.F. terms, Nigerian port.
1.2. The date of Bill of Lading made out for this lot of goods shall be considered the date of
delivery of goods. The goods delivered under this Contract shall be considered accepted:
- in respect of quality - in accordance with the quality provided for in the Quality Certificate of the
manufacturer;
- in respect of quantity - in accordance with the quantity of the pieces and the weight stated in the
Bill of Lading.
2
2.1. Payments for the goods delivered in accordance with the present Contract shall be effected by
NCTL in ________________________.
2.2. To effect the payment, NCTL shall open within 30 (thirty) days from the date of receipt from
TPE of the cable notification of readiness of the goods for delivery an irrevocable confirmed letter
of credit with a Bank for Foreign Economic Affairs, Moscow, through the State Bank of Nigeria in
favour of TPE to the amounts stated in 1.1 and shall be valid for a period of ________ months
from the date of opening of Letter of Credit.
2.3. Should NCTL do not open the Letter of Credit in the period stipulated by 2.1 and in
accordance with the terms and conditions of 2.6 of the present Contract, TPE shall be entitled to
correspondingly prolong the period of delivery of the goods either for a period of delay in opening
the Letter of Credit or for a period to be required to make the Letter of Credit correspondent to the
terms and conditions of 2.5 of the Contract.
Should the validity of the Letter of Credit be prolonged, the validity of the present Contract shall
be automatically prolonged.
2.4. The Letter of Credit should not contain any other terms and conditions except those stipulated
by the present Contract.
2.5. The payment under the Letter of Credit shall be effected by the Bank for Foreign Economic
Affairs of the RF for the delivery of goods against the invoices of TPE to be forwarded in 3 copies
for every lot of goods attaching the following documents:
1). Two originals of a clean on board Bill of Lading,
issued in the Black Seaport in the address of NCTL.
2). Shipping specification - 3 copies.
3). Quality certificate - 1 copy.
4). Insurance policy issued by the RF Ingosstrakh - 1
copy.
2.6. The Letter of Credit shall contain the following terms and conditions:
a) partial shipment is allowed;
b) the number of the Letter of Credit shall be written only on the invoices;

31
c) the sum of each invoice shall be calculated on the basis of the actual weight of the shipped
goods and average weight price per each Net metric ton of the goods equal to
_______________________, C.I.F., the port of Nigeria;
d) the total value inclusive of the sum of the last invoice shall not overestimate the total Contract
value;
e) the Letter of Credit shall contain the terms and conditions of i.2.4 of the present Contract;
f) the Contract will be deemed to have been fulfilled when supply of goods is effected within - 5%
of the Contracted quantities.
However payment will be on the basis of actual quantities as per the Bill of Lading.
2.7. All the expenses connected with the opening Letter of Credit, notification of its opening and,
in case of necessity, increase and prolongation of the Letter of Credit shall be borne by NCTL.
3
3.1. When delivering the goods, the following documentation shall be forwarded to NCTL:
a) Bill of Lading - three originals and four copies including one original to be airlifted to NCTL's
agent at the port; two originals with the invoice, one copy to NCTL by airmail; one copy by
airmail to the NCTL's agent; two copies with the captain's mail;
b) shipping specification in six copies including one copy to be airlifted to NCTL at the port; three
copies with the invoice; one copy with the captain's mail and one copy by airmail to NCTL's agent
at the port;
c) Quality Certificate in two copies including one copy with the captain's mail and the other with
the invoice;
d) packing List in four copies including two copies along with the cargo inside Case No.1; two
copies with each package (one copy inside the package and the second one inside the special
pocket on the outer side of the case);
e) Insurance Policy with the invoice - 1 copy.
3.2. The packing of the goods to be delivered under the present Contract shall ensure its safety
during both railway and marine transportation as well as during transshipment when the usual
handling of the cargoes is observed.
3.3. The goods to be delivered shall have the following marking:
- Made in Russia
- The port of loading
- Order Number
- Case Number
- Net and Gross Weight
- Consignee
- Contract No.
- Port of destination.
3.4. The package number is shown with the fraction; the numerator being the serial number of the
package and the denominator being the total number of the packages containing a complete unit of
the goods.
3.5. The package that cannot have the above mode of marking shall have a metal tag fastened and
bearing the required marking.
3.6. NTCL shall ensure the unloading of the goods from the Vessels at the port of unloading at his
own expense.
4

32
4.1. TPE guarantee the quality of the delivered goods within 6 months from the date of delivery at
the port of destination.
4.2. Should any quantity of delivered goods prove to be defective during the guarantee period TPE
at his own expense shall replace the corresponding defective quantity of goods for the goods of
proper quality.
The guarantees shall not cover the goods damaged en route or due to nonobservance of instructions
on storage due to carelessness or improper handling while transshipment or usage.
4.3. Any claims in respect of quality of the goods shall be submitted to TPE within the guarantee
period but not later than 30 (thirty) days after guarantee period expires.
4.4. Any defects detected in the delivered goods during the guarantee period shall be covered by an
Act of Claim to be issued within a reasonable period of time, but not later than 30 (thirty) days
after the defect is found, moreover the participation of the TPE's representative or a person
authorized by the Supplier for issuing an Act of Claim being binding.
Should the TPE's representative do not arrive for participation in drawing up the Act of Claim
within a 30 days from the date of receiving the written notification of NCTL, NCTL shall issue the
Act of Claim in unilateral order and this Act of Claim shall be the ground to present a Claim. A list
with the detailed description of the detected defects is to be enclosed with the NCTL's notification.
4.5. The Act of Claim shall be considered the document substantiating the Claim.
4.6. The Act of Claim shall contain the description and quantity of the goods under claims, order
number, description and origin of the defect, the date of the goods delivery at the port of
unloading, the condition of packing and storage as well as the concrete claim of NCTL.
A photo of the defective goods is to be attached thereto if possible.
The claim shall be sent by the registered mail by NCTL with the enclosure of all the required
documents.
The date of the postal stamp of the country of dispatch shall be deemed the date of presenting the
claim.
4.7. Claims in respect of quantity of the goods (entire shortage)) shall be presented within 9
months from the date of delivery of the corresponding lot of goods in accordance with the
procedure of the specified in sub-items 4.4, 4.5, 4.6 of paragraph 4 on condition that the goods
were delivered to the place of destination with packing intact and was not damaged through the
transport agencies fault.
4.8. TPE shall undertake to settle such a claim within 3 (three) months from the date of receipt of
the claim.
5
5.1. TRE shall insure the goods to be delivered on C.I.E. terms, the port of Nigeria against usual
marine risks with Ingosstrakh in accordance with the <Transport Insurance Rules>.
The insurance shall be made to the full amount for the goods on terms and conditions <against all
risks>.
5.2. All the claims that may arise in connection with the loss and damage of the goods during
transportation shall be made by NCTL directly to Ingosstakh.
5.3. Any risk of an accidental loss. breakage or damage to the goods passes from TPE to NCTL
from the moment of loading the goods on board the ship at the port of loading.
6

33
In case of any disagreement between the Nigerian and Russia's organizations on any matter arising
from or connected with the implementation of the present Contract, TRE and NCTL shall
immediately consult each other and endeavour to reach a mutual settlement of such disagreement.
Any dispute or difference which may arise out of or in connection with the Contract to be referred,
with exclusion of the ordinary courts of law, for the decision of an arbitration to be held as follow.
If the defendant in such dispute or difference is TPE the arbitration shall be held in Moscow by the
arbitration court at the Chamber of Commerce in accordance with the Rules of Procedure of the
said Court.
If the defendant in such dispute or difference is NCTL, the arbitration shall be held by the Nigerian
Arbitration Court in accordance with the procedure of the said Court.
Any award of the corresponding arbitration shall be binding upon both parties hereto.
7
Should the fulfilment of this Contract be infringed due to hostilities, embargo, blockades or any
other contingence beyond either party's control, the parties shall not be responsible for the
fulfilment of this Contract and the representatives of both the parties shall immediately consult
each other and agree upon the actions to be taken.
Under the circumstances the time of fulfilment of all the obligations of the both parties under this
Contract shall be postponed for the period during which the force-majeure or nay consequences of
the same will exist.
Strikes shall not be deemed as force majeure.
The existence of such circumstances on Russia's territory shall be confirmed by a certificate of the
RF Chamber of Industry and Commerce while the existence of such circumstances on the territory
of Nigeria shall be confirmed by a certificate issued by competent Nigerian organization.
8
8.1. Neither of the parties is entitled to transfer their rights and obligations under the present
Contract to a third party without the other party's consent thereto in writing.
The parties shall intimate each other in each particular case such as transfer of the rights to the
lawful successors as soon as it takes place.
8.2. All duties and taxes including customs, port and stamp duties, bank commissions and other
expenditures under the present Contract on the territory of the RF shall be borne by TRE and those
on the territory of the Nigeria shall be born by NCTL.
8.3. All port and other dues payable in accordance with the regulations in force at the port of
unloading as well as other expenses connected with unloading (including stevedoring, lighterage,
wharfage, overtime and night work charges) shall be borne by NCTL.
8.4. TRE and NCTL shall correspondingly provide with timely obtaining Export and Import
Licences and Permits.
8.5. After the present Contract is signed all the previous negotiations and correspondence between
the parties in respect to this Contract shall be considered null and void.
8.6. All amendments to the present Contract shall be considered valid should the same be in
writing and signed by persons duly authorized by the both parties.
8.7. All correspondence connected with the execution of the present Contract shall be in English.
The present Contract is signed in duplicate in English, one signed copy is to be held by TRE and
the other by NCTL.
8.8. The present Contract is subject to the approval by the Indian Government and shall become

34
effective from the date of its approval. NCTL shall inform TPE about the date of the Contract
approval within 3 days after its approval.
Legal addresses of the Parties:
TRE _________________________
NCTL _________________________

? 2

.

__________________199__.

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CONTRACT No 3
CONTRACT FOR BUYING OF CONSUMER GOODS
Moscow

______________199__

The sellers:
The buyers:
Denomination of the Goods: all the Goods to be delivered according to the Catalogs which are
the integral parts of the present Contract.
Quantity, Completeness & Assortment of the Goods: according to the Specifications which are
the integral parts of the present Contract.
Quality & Technical performance of the Goods: according to the Producers' Standards but all
the electronic and electrical tools, devices, equipment etc. delivered against the Contract to be
provided with standard West-European two-pin plug or supplied with special adapter. Line supply
- 220240 V, 50/60 Hz.
Prices: price for any Goods under the above Catalogs to amount to 35% of Catalogs' price in US
Dollars for corresponding Goods. All prices for the Goods delivered under the above Catalogs
remain unchanged within all the period of the Contract's validity and are understood ex-ship at
port's wharf, including packing and marking.
Total Amount of the Contract: US Dollars 30.000.000.00 (US Dollars Thirty million only).
The Party of the present Contract have the right to increase the amount of this Contract.
Minimum Amount of the Order: US Dollars 5.000.000.00 (US Dollars Five million only).
Validity of the Contract: 90 days of the date of signing the Contract.
Terms of delivery: ex-ship at ............ port's wharf, Russia.
The title to the goods as well as the risk of accidental loss or damage of the goods shall pass
from The Sellers to The Buyers after the ship has been accepted at wharf at stipulated port of
destination for unloading. All other terms - according to <Incoterms 1980>.
for footwear and clothes - 21 days
for electrotechnic and electronic goods - 14 days
for other goods - 14 days of the date of opening the agreed Letter of Credit (L/C).
The date of clean on board Bill of Lading to be considered as the date of delivery.
The Sellers have the right of shipment in advance.
Terms of Payment: Payment for the goods delivered against the Contract is to be effected in US
Dollars under irrevocable, divisible, transferable, documentary L/C opened through telegraph by

39
The Buyers in favour of The Sellers to the minimum sum of USD 5.000.000.00 with
___________________
_______________________________________________________________
The L/C to be opened within 14 days of the date of signing the present Contract and to be valid
within... days.
The L/C is payable at 21 days sight against presentation of the following documents to the Bank
a) Commercial Invoice - in triplicate,
b) Shipping Specification - in triplicate,
c) Packing Lists - in triplicate,
d) Full set clean on board Bill of Lading issued to the Buyers' name with remark: <Notify The
Buyers at once>,
e) Copy of Insurance Policy - in triplicate,
f) Certificates of Origin - in triplicate,
g) Copy of telex/cable advice sent to The Buyers within 24 hours after shipment of the goods
with all shipping details.
The L/C allows partial shipments with corresponding partial payments.
Copies of the above documents to be sent with Shipping Mail for The Buyers.
All the Bank's expenses and commissions connected with opening L/C, its prolongation and
amendments on The Buyers' territory to be for The Buyers' account, on the other territories - for
The Sellers' account.
Special terms:
Buyers have the right to send at own expense their inspectors to choose the goods at The Sellers'
stocks.
Buyers' inspectors are entitled to issue an Acceptance Report where quantity, denomination of
the goods, trans number, etc. are indicated.
Sellers shall render any assistance that can be required in getting Visas for The Buyers'
inspectors and shall furnish The Buyers Inspectors with apartments in the hotels during their stay
there.
Parties of the present Contract shall agree upon the certain time of arrival of The Buyers'
inspectors and terms of their stay there.
Should The Buyers' inspectors can not arrive due to some reasons on agreed time The Sellers
have the right to release the ordered goods for shipment without inspection.
Presence of The Buyers' inspectors at the preparation of the ordered goods for shipment as well
as the issue of Acceptance Report does not make The Sellers free from their obligations to deliver
the goods on ex-ship at ............ port's wharf and not affect the Buyers' rights stipulated by the
Buyers' in the article <Guarantee>.
All other terms and conditions of the Contract are in full conformity with <General Conditions
of Delivery> enclosed hereto.
THE SELLERS
______________________________
THE BUYERS
______________________________

40

? 3

_____________199___

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CONTRACT ?4
AGENT AGREEMENT
____________, hereinafter called "the Principal", on the one part, and Messrs. _______________,
hereinafter called "the Agent", on the other part, have herein agreed as follows:
I
The Principal grants the Agent an exclusive right to sell, on the territory ______, hereinafter called
"the agreed territory" the following equipment and machinery bought from the Principal,
hereinafter called <the equipment>: ________ hereinafter called <the Principal>, on the one part,
and Messrs. ______, hereinafter called <the Agent>, on the other, have herein agreed as follows:
Any sale by the Agent of the equipment on any territory other than the agreed territory may take
place only with the written consent of the Principal.

42
The Principal will have the right to sell the equipment on the agreed territory directly to third
parties, if:
1. The transaction is concluded on the basis of an offer made by the Principal prior to the
conclusion of this Agreement;
2. The Agent has refused to buy the equipment offered by the Principal;
3. The equipment is part of a barter transaction;
4. The equipment is a component part of equipment supplied by the Principal to another customer;
5. This Agreement has terminated under Articles VI and IX;
6. The equipment is supplied to governmental bodies or organizations situated on the agreed
territory. Such sales will not constitute infringement of the terms and conditions of this Agreement,
and the Agent will have no right to commission.
Except for the cases mentioned above, when the Principal sells the equipment on the agreed
territory directly to third parties the Agent will have the right to receive commission the amount of
which will be fixed in each case by special arrangements between the Principal and the Agent
depending on the volume of the sale.
II
In pursuance of this Agreement the parties will conclude contracts between themselves for the
delivery of the equipment and spare parts.
III
The equipment bought from the Principal will be sold by the Agent to third parties in his own
name, but factory marks and signs on the equipment must be left intact.
IV
Prices to be paid by Agent for the equipment bought from the Principal will be fixed in contracts
concluded between the parties under Article II of this Agreement.
The difference between the price, at which the Agent buys the equipment from the Principal, and
the price, at which he sells the equipment, will constitute the Agent's commission and will cover
all overhead expenses connected with advertising and selling the equipment.
The Agent undertakes to sell the equipment, bought from the Principal, at prices not detrimental to
the sales of the equipment due to the prices being too high.
V
Within the period of operation of this Agreement and contracts concluded between the parties the
Agent undertakes:
1. To guard, bona fide, the interests of the Principal, constantly increasing the purchases of the
equipment.
2. Each quarter, not later the 15th day of the following month, to submit to the reports on his
activities in the marketing of the equipment sold under this Agreement, attaching copies of the bills
drawn on his purchasers, and, within the same period of time, to send the Principal information on
market conditions and on the activities of the Principal's competitors, in particular on prices, terms
and conditions in their sales of similar equipment.
3. Not to represent, either directly of indirectly, on the agreed territory, without the Principal's
consent, any firm competing with the Principal.

43
4. To systematically organize, at his own expense, the advertising of the equipment in such form
and to such an extent that successful marketing of the
equipment on the agreed territory should be ensured, using for this purpose the press, radio,
cinema, catalogues and other means of advertising on the basis of printed material provided by the
Principal; to return to the Principal, after the expiration of this Agreement, advertisement samples
and materials, should these be in the possession of the Agent, or to deal with them according to the
Principal's instructions.
5. To provide consultation and technical service for and have supervision of proper exploitation of
the equipment sold, organizing for this purpose, at his own expense, necessary work- shops and
service stations.
6. With the view of ensuring proper exploitation of the equipment to buy from the Principal the
necessary quantity of spare parts, to keep warehouses and shops at his own expense, as well as to
organize uninterrupted supplies of spare parts to purchasers of the equipment.
7. In case the Principal participates in international fairs and exhibitions on the
agreed territory, to render the Principal every assistance in the marketing of the equipment.
8. To inform the Principal of governmental purchases announced on the agreed territory, to
participate in them, and to advise the Principal of their results.
Should need arise, the Principal, at the Agent's request and under a separate contract, purchasers in
the installation of the equipment sold by the Agent and in its exploitation by means of deputing the
Principal's specialists.
VI
The Principal has the right to cancel this Agreement before the expiration of the period of its
duration without prejudice to his rights and without the Agent's right to claim any compensation,
if:
1. The Agent despite the Principal's notice, does not comply with an important condition of this
Agreement, especially as to payment;
2. On the expiration of ____ months from the day of signing this Agreement the value of the
equipment sold by the Agent will be less than ________.
3. The financial position of the Agent considerably deteriorates or procedure in bankruptcy is
initiated.
4. The Agent's acts contradict the Principal's interests on the agreed territory.
VII
The Principal and the Agent will take all measures to settle amicably any disputes which may arise
from this Agreement or from contracts made thereunder.
In case of the parties being unable to arrive at an amicable settlement, all disputes without
application to legal courts are to be submitted for the settlement by ______.
The Arbitration Award will be final and binding for both parties.
VIII
1. All negotiations and correspondence between the parties that have taken place prior to the
signing of this Agreement shall be considered null and void as from the day of its signing.
2. Any amendments and/or supplements to this Agreement shall be valid only if they are made in
writing and signed by duly authorised representatives of both parties.

44
IX
This Agreement is operative as from the day of its signing by both parties and will be valid for
________.
If, one month before the expiration of the above period of time, neither party notifies in writing of
its desire to terminate this Agreement or to alter its terms and conditions, the Agreement is
automatically extended for ______ months.
Irrespective of the expiration of this Agreement or its cancellation the parties are to fulfil their
obligations under made prior thereto.
X
Legal addresses of the parties:
The Principal: _______________
The Agent: _______________
For and on behalf of
________________________________
For and on behalf of
________________________________

? 4

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45
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47
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CONTRACT ? 5
CONSIGN AGREEMENT
Moscow

"___"___________199__.

Company <______________>, Russia, hereinafter referred to as the Buyer, on the one part and
Company <______________>, USA, hereinafter referred to as the Seller, on the other part, have
concluded the present Contract for the following:
1. Subject of the Contract
1. The Seller has sold and the Buyer has bought on Franco-Storage of Seller, USA, terms the
goods in accordance with the Appendix n attached hereto and being an integral part of the
Contract.
2. Price of the Contract
2.1. Price is specified in Appendix Nr 1. The prices are fixed in US Dollars and understood to be
Franco-storage of Seller in USA, but the price includes delivery of goods in Moscow to the stock
of Buyer.
3. Delivery Dates and quality of the goods
3.1. The goods are to be delivered on time stipulated in Appendix Nr1 against presentation by the
Seller guarantee of the First-class Europe Bank or European financial Company.
3.2. The quality of the goods shall correspond to the terms stipulated by the Appendix Nr1.
4. Agreed and Liquidated Damages
4.1. In the event of any delay in the delivery against the dated stipulated in the Contract, the Sellers

48
shall pay the Buyers agreed and liquidated damages at the rate of 0,5 per cent of the value of the
goods overdue for each day of delay, but not more than 5 per cent of the value of the goods
overdue.
4.2. In the case of any miss by the Buyer of the period in the payment of the goods stipulate by the
present Contract, the Buyer shall pay the Seller agreed and liquidated damages at the rate of 0,5
per cent of the value of the non-paid goods for each day of delay, but not more than 5 per cent of
the value of the non-paid goods.
5. Force major
5.1. The parties are not liable for failure to perform their obligation under the present Contract, if
such failure was caused by force-major circumstances viz., fire, flood earthquake, war, prohibition
of export or import provided these circumstances have directly affected the performance of the
present Contract.
In the case the time of performance of the Contract obligations is extended for the period equal to
period of duration of such circumstances.
5.2. The Party which can not perform its obligation under the Contract shall immediately notify the
other Party.
Failure to give due notice of force-major circumstances shall deprive the Party concerned of the
right set them up as a defence.
5.3. Certificates issued by the respective Chambers of Commerce shall be sufficient proof of the
occurrence and period of duration of such circumstances.
5.4. If these circumstances lasts longer than six month, either Party shall be entitled to rescind the
entire Contract or any part there and this case neither Party shall be entitled to collect damages
from the other Party.
In this case the Seller agree to reimburse the Buyer immediately for all payments made the latter
under the present Contract plus 10 per cent interest per annum.
6. Terms of payment
Payment is to be effected in US dollars at the fact of delivery of each lot of the goods in Moscow
within 90 banking days and presented the following documents:
- consignment note,
- customs declaration,
- invoice,
certificate of quality issued by the manufacturing country.
7. Delivery and acceptance of the goods
The goods are considered as delivered by the Seller and accepted by the Buyer:
as to quality - according to the Quality Certificate;
as to quantity - according to the consignment note.
8. Claims
8.1. Claims can be rise for the quality in case the quality does not correspond to that stipulated by
the Contract, for the quantity - if the weight and number of packages differ from the figures shown
in shipping documents. The Buyer is entitled to the Seller for the quality - after definition that the
quality does not corresponds to the terms of this Contract, for the quantity - within 30 days from

49
the date of delivery.
8.2. No claims for any lot of the goods gives the Buyer the right to refuse acceptance and payment
for other lots delivered against the present Contract.
9. Arbitration
9.1. All disputes and discords which may arise out of in connection with the present Contract will
be settled as far as possible by means of negotiations between the Parties.
9.2. If the Parties do not come to an agreement, the matter, with the exception of recourse to the
Foreign Trade Arbitration Commission at the Russia Chamber of Commerce and Industry in
Moscow for settlement in compliance with the rules and procedure of the said Commission.
9.3. The Arbitration award is final and binding upon both Parties.
10. General Provisions
10.1. All amendments and alterations to the present Contract are valid if made in written and
signed by Contracting Parties.
10.2. The Seller is not entitled assign up the third parties the performance of the present Contract
without the Buyers written consent. The breach of this rule entitles the Buyer to rescind the
Contract immediately.
10.3. After signing the Contract all the preceding negotiations and correspondence pertaining to
become null and void.
11. Legal addresses of the Parties
Buyer:
__________________________
Seller:
_________________________

? 5

.

"___"______________1995.

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