Внешнеторговый контракт на английском языке
CONTRACT № 47
Krasnoyarsk January, 10th, 2014
Open Joint Stock Company "E3", organized and existing under the laws of the Russian Federation, represented by Director General Daria Marchenko acting оn the basis of the statute, hereinafter referred to as the "Buyer", on the one hand, and the Open Joint Stock Company "Firm № 2", organized and existing under the laws of the Federal Republic of Germany, represented by Director General Hartmann Schiltz, acting under the Charter , hereinafter referred to as "Seller", on the other hand, hereinafter referred to as the"Parties", have concluded the present contract in following:
1. OBJECT OF THE CONTRACT
1.1. Seller sold and the Buyer bought on condition FCA transport airport terminal port Krasnoyarsk according to the interpretation "Incoterms 2010"
"Looms", hereinafter referred to as "equipment".
2. Price and the total amount of a contract
2.1. The total cost of spare parts is 25 000 000 (twenty-five millions of U.S. dollars).
2.2. Seller gives the buyer a discount on equipment in the amount of 5%, and free training to work on the said complex equipment.
2.3. The total cost of this Contract ( including discount ) is 22 302 958 (twenty-two million, three hundred two thousand, nine hundred fifty eight) U.S. dollars.
2.4. Prices are firm and not subject to change.
2.5. Prices are understood FCA transport Krasnoyarsk airport terminal, including the cost of packaging, labeling, crane and customs fees, the cost of displaced cargo at the terminal, the cost of customs formalities, to load on board airport vessel.
3. DELIVERY
3.1. Supply of spare parts under this contract will be carried out one 's Party and should be implemented in Q1 2014.
3.2. The delivery date is the date of the air waybill issued by the Carrier.
3.3. Seller shall indicate the air waybill in the cost of shipped parts supply.
4. FINES
4.1. If there will be a delay in delivery of spare parts compared with the time specified on clause 3.1, the Seller shall pay the Buyer a penalty of 0.5 % of the value of the undelivered equipment for each commenced week during the first 3 weeks, and 1% per lowing after commenced week of delay. However, the total amount of the fine shall not exceed 10 % of the cost of spare parts , in respect of which SRI occurred delay. If you miss more than months Purchaser shall be entitled to cancel the contract.
4.2. Given that the fines cannot be reduced or increased in the arbitral procedure.
4.3. Amount of penalty for delay in delivery of spare parts held by the buyer with the payment Telex Seller for delivered parts.
5. TERMS OF PAYMENT
5.1. Buyer within five (5 ) banking days from the date of receipt by facsimile communication equipment readiness for shipment, indicating the invoice number produces an advance payment in the amount of 50% of the equipment cost and 50 % is paid upon receipt of the equipment.
5.2. Seller shall, within 2 (two) days from the date stated in the air waybill, provide buying Tiselius International courier services the following documents:
5.2.1. Invoice issued by the Seller - 1 original and 1 copy of the decree must - tion contract number and the code of the supplied equipment.
5.2.2. Duplicate invoice issued to the name of the Purchaser.
5.2.3. Quality certificate of the manufacturer.
5.2.4. Specified packing list - 1 original and 1 copy, decorated -tion in strict accordance with the specification of the scope of supply.
5.2.5. Certificate of origin issued by a manufacturer and certified ethyl Chamber of Commerce of the country of the manufacturer.
6. FORCE MAJEURE
6.1. Each of the Parties shall be released from responsibility for partial or complete failure to fulfill obligations under the Contract, if it can prove that it was caused by force majeure arising after the conclusion of the Contract as a result of events extremely nature, such as fire, explosion, flood, earthquake strike bans ruler properties and other force majeure, which could not have been foreseen or prevented by any circumstances to take into account when awarding contracts. At the commencement and cessation of the above circumstances, the Party shall promptly notify in writing the other side. The notice must include information on the nature of the circumstances and their impact on performance Party with its obligations under the Contract, as well as expected duration of its execution. The presence of force majeure, their effect and duration of action must be confirmed Chamber of Commerce of the country or other competent authority or organization. In the above cases, the period of execution Parties' obligations under the Contract is extended according to the time during which such circumstances and their consequences. If such circumstances continue for more than 6 months, each party has the right to cancel the contract.
7. WARRANTY
7.1. Seller guarantees high quality manufacturing equipment, as well as their contract specification.
7.2. The warranty period is 36 months from the date of delivery.
7.3. If during the warranty period the equipment is defective or inconsistencies terms of the contract, the Seller shall at its own expense you eliminate defects by repair or replacement by new ones.
7.4. All shipping costs associated with the replacement or repair of spare children, carries seller.
8. PACKAGING
8.1. Equipment must be shipped in export packing and the type of equipment.
8.2. Packing shall ensure complete safety of the goods from any kind of malfunction and to corrosion during transport, taking into account several overloads in the way, as well as long-term storage.
8.3. Packaging should be adapted to crane overload. Before packing, all processed – Coy tannye parts and items of equipment should be protected corrosion was ensured safety from damage by corrosion during transportation and storage in hot summer and cold winter (40 degrees Celsius below 0). Before loading equipment Seller shall box number 1 drawings and instructions.
8.4. Seller shall be liable to the Buyer for damage, injury or damage to the goods caused by improper packing for corrosion due to insufficient or mismatch lubrication.
9. MARKING
9.1. Packaging into which the equipment is marked with three sides on two anti – opposites sides and top. The marking must be clearly marked with waterproof red – Coy in English and should include the following:
| Consignee | Sender | Contract № | Case | Net weight___ kgs | Gross weight ___ kgs | Dimensions |
9.2. Places that require special handling must have additional marking:
| Осторожно | Верх | Не кантовать |
| With care | Тор | Do not turn over |
as well as other labels , depending on the specific cargo.
9.3. All packaging must be numbered. Seat number applied draw beat, the numerator of which is the number places, and the denominator - the total number of seats.
9.4. To the outside of each box attached envelope watertight paper, in which is embedded a copy of the packing list.
9.5. The second copy of the packing list should be put inside the packaging (box) on the equipment.
9.6. Seller is responsible for additional shipping costs and equipment damage resulting from the delivery of spare parts to the wrong address due to incomplete valuable and / or mislabeling.
10. SHIPPING
10.1. Shipment of spare parts made from Germany. Spare parts are shipped to the address: 663021, Russia, Krasnoyarsk region, Emelyanovsky district, aerial port "Krasnoyarsk Emelyanovo."
10.2. For the smooth passage of customs formalities Seller after manufacture – tion equipment to the buyer list of our equipment indicating the number of locations, weight and size, as well as copy of the bill, packed sheets of gauge, indicating the expected date of shipment. Buyer not later than 24 hours from the date of receipt of the notice informs the seller to fax their comments, if any, will take place.
10.3. Seller together with the party of spare parts to the buyer 2 eczema - plyara following documents (1 original and 1 copy):
10.3.1. Seller's account with the obligatory indication of the number of the Contract and the position-code equipment supplied.
10.3.2. Packing lists, designed in strict accordance with specifications s volume delivery of goods party.
10.3.3. Specification for equipment shipped game with number of seats and ne – RIVER spare parts.
11. INSURANCE
11.1. Buyer takes care of all the insurance provided under the contract of parts of the insurance company "SibTransServis" since they were shipped from the factory matches the Seller and / or subcontractors, to the receipt of the Purchaser.
11.2. Insurance for the entire period of transport and transshipment making on conditions with particular average under pp 15 "Rules of cargo insurance" including damage to cargo cranes, hook , oil, fresh water (excluding condensation) and other goods, including damage, theft, loss and non-delivery.
12. ARBITRATION
12.1. All disputes and / or disagreements which may arise out of this contract and / or in connection with it shall, without recourse to the courts resolve by arbitration in Moscow in the International Commercial Arbitration Court at the Chamber of Commerce of the Russian Federation in accordance with its regulations.
13. GENERAL PROVISIONS
13.1. All applications mentioned in this contract, it is an integral part.
13.2. All changes and additions to this contract shall be valid only if they are made in writing and signed by duly authorized representatives of both parties.
13.3. Seller is not entitled to transfer the fulfillment of this contract third - parties without their express written consent of the Purchaser. Seller has the right to transfer its manufacturing equipment sub-suppliers, which must be agreed in advance with the buying – Thelema. However, in this case, all the responsibility is on the contract on the Seller.
13.4. After the signing of this contract, all previous negotiations and correspondence are null and void.
14. LEGAL ADDRESSES AND BANK DETAILS
14.1. Seller:
Address: Justus-von-Liebig Ring 2 , 25451 Frankfurt, Germany
Tel.: +49 4106/6100250
Fax: +49 4106/610010
E-mail : info@firma2.com
Bank: Deutsche Bank Riesstraße 5980993 München Deutschland
Account number: 3837176
BIC / SWIFT-Code: DEUTDEDBMUC
14.2. Buyer:
Address: Str. Academician Kirenskogo 26A korp. D, Krasnoyarsk, Russia
Tel.: +7 (391) 2654825
Fax: +7 512 5154
E-mail: info@E3.com
Bank: Deutsche Bank Riesstraße 5980993 München Deutschland
Account number: 8686422
BIC / SWIFT code: SABRRUMMSE1
14.3. In case of change of legal address or bank details Store us communicate to each other in one (1) day period new legal addresses with telephone and fax numbers or other details.
14.4. This Agreement is signed in Krasnoyarsk "10" in January 2014 in Russian-Soviet language and English, in two original copies, both copies have the same legal force.
15. SIGNATURES OF THE PARTIES
Seller Buyer
STAMP STAMP
ПРИЛОЖЕНИЕ Г
Паспорт сделки
В соответствии с приложением 4 к Инструкции Банка России от 4 июня 2012 года № 138-И “О порядке представления резидентами и нерезидентами уполномоченным банкам документов и информации, связанных с проведением валютных операций, порядке оформления паспортов сделок, а также порядке учета уполномоченными банками валютных операций и контроля за их проведением”
Код формы по ОКУД 0406005
| ОАО КБ "Восточный Экспресс Банк" |
Наименование банка ПС
| Паспорт сделкиот | 10.01.2014 | № | / | / | / | / |
Сведения о резиденте
| 1.1. Наименование | ОАО "Э3" | ||||||
| 1.2. Адрес: | Субъект Российской Федерации | Красноярский край | |||||
| Район | Октябрьский | ||||||
| Город | Красноярск | ||||||
| Населенный пункт | - | ||||||
| Улица (проспект, переулок и т.д.) | Киренского | ||||||
| Номер дома (владение) | 26А | Корпус (строение) | Д | Офис (квартира) | 5-06 | ||