2.2. The Parties agreed that the estimated currency of the present Contract are USD and EUR.
2.3. The total sum of the Contract is the sum of all invoices of the Contract. Prices are indicated in Specifications which are the integral part of the Contract.
2.4. The Buyer informs the Seller (by fax or e-mail) about the payment procedure moment of payment been transferred.
2.5. The day of payment is the day the funds are credited to the Seller's settlement account.
2.6. All bank charges are at the expense of the paying Party.
2.6. The Buyer’s obligation to pay for the Goods may be fulfilled by the third parties. The Buyer shall preliminary inform the Seller that its obligation to pay for Goods is fulfilled by the third party.
2.7. The ownership rights are transferred to the Buyer at the moment of actual delivery of Goods to the Buyer and signing of the relevant Acceptance certificate.
3. THE RIGHTS AND LIABILITIES OF THE PARTIES
3.1. The Seller obliges:
a) to pack the goods in obedience to requirements and ensure complete safety of the goods from any damage during storage;
b) to transfer the goods in condition specified in the present Contract;
3.2. The Seller bears all expenses for the package of the goods, it’s transportation and its storage during the term of delivery.
3.3. The Seller has the right to get the compensation for the damage caused by the Buyer wrongful actions.
3.4. The Buyer is obliged:
a) to accept and pay for the goods due to the present Contract;
b) to bear all risks from the moment of signing of the Acceptance certificate of goods delivery;
3.5. The Buyer has the rights:
a) to receive the goods under the present Contract;
b) to get the compensation from the Seller for the damages of the goods if any exists in case of non-execution by the Seller of his obligations;
c) to demand the compensation of loss if any exists in a flow day, 21
day after signing of act of reception-transmission. A complaint must be proposed in writing. In the case of complaint certificate damages must be indicated in it. A complaint must be made in presence of independent witnesses from the side of buyer. Without above-mentioned claim certificate any claims from the part of the Buyer are not to be considered.
In case of claim acceptance on quality of the goods the parties solve all questions due to mutual arrangements.
4. LIABILITIES OF THE PARTIES
4.1. If the delay for the goods delivery exceeds 12 months against the term indicated in the present Contract the Buyer has the right to cancel the present Contract partially or completely. In this case: (i) the Seller is obliged to return the prepayment for the undelivered or underdelivered Goods during 3 (three) business days upon Buyer’s notification; (ii) the Seller is liable to the Buyer for all direct, indirect, incidental, special, consequential or punitive damages, including (without limitation) loss of profit, income or savings incurred as a result of non-delivery or under-delivery of Goods according to Specifications.
4.2. The Seller bears responsibility for any damage for the goods in case of undue packing.
4.3. The payment of forfeit and compensation for the loss does not exempt the guilty party from the execution of the liabilities under the present Contract.
5. FORCE-MAJEUR
5.1. Any of the parties of the present Contract will not bear the responsibility for full or partial default of any of the obligations under the present Contract if such default will be consequence of such circumstances as a fire, flooding, earthquake, other acts of nature, war, blockade, embargo, acceptance by legislative governmental bodies of legislative and the statutory acts interfering the execution of the duties by the parties under the present Contract, strike or any other circumstances which are taking place outside of the control of the parties and arisen after the present Contract has been signed.
5.2. The Party which is unable to carry out its duties is obliged to notify immediately the other Party in writing about approach and prospective validity of such circumstances (not later than ten day from the moment of their approach).
5.3. Evidence of the appropriate chambers of commerce will serve as appropriate proof of the above-mentioned circumstances and their duration.
5.4. Timeless notification about force-majeure circumstances deprives the correspondent party to refer on them hereafter.
5.5. The parties of the Contract are obliged to execute the duties at approach of such opportunity or at cancellation of such circumstances.
5.6. If these circumstances will last more than three months, each of the parties will have the right to cancel the Contract completely or partially, and in this case any of the parties will not have the right to demand from other party of compensation of probable losses.
6. THE DECISION DISPUTE
6.1. All disputes and disagreements between two parties of the present Contract which might arise under the present Contract or in connection with it should be solved by the parties as far as possible by friendly negotiations.
6.2. If and when sides will not add to agreement, any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, will be directed and resolved by arbitration in accordance with the LCIA rules, which are deemed to be incorporated by reference into this section. The number of arbitrators is three. The place or place of arbitration is London, United Kingdom. The applicable material law shall be the law of England and Wales.
7. OTHER TERMS
7.1. For any changes (termination) of the present Contract the Party has provided the following order: the interested Party transfers to other Party the proposal in writing. Other Party is obliged to reply on it in day, 5
-day term also in writing. If there is no achievement of the consent, the dispute is authorized in the order specified in the article 6.
7.2. Any alterations and amendments to the present Contract are valid only if they are executed in written form, and are signed by both parties.
7.3. From the moment of signing the present Contract all previous correspondence, documents and negotiations between the parties on the questions being a subject of the present Contract lose their validity.
7.4. Intervention of the third parties in definition of conditions of the Contract, its interpretation, definition of the received results and ways of their use is not supposed, as is absolute and the exclusive right of the parties of the present Contract.
7.5. The Parties of the present Contract have agreed to use instant communication (a fax, e-mail), and the copies of documents received with the help of means of instant communication, are authentic to original documents and have the same validity.
7.6. The Seller has no right to assign to the third parties the right and a duty under the present Contract without the written approval of the Buyer. Infringement of this rule immediately entitles the Buyer to refuse execution of the duties under the Contract.
7.7. This Contract is formed in duplicate on one for each of the parties in English. Both copies have the same legal power.
7.8. The present Contract inures from the moment of its signing and valid till Дата закінчення Контракту, (напр.:May 1, 2021)📆
date but in any case until the Parties fulfill their obligations.
8. CONFIDENCIALITY
8.1. The present Contract and terms are a trade secret and are not subject to disclosure by the Parties (open publication), loss or uncontrolled use and contribution.
8.2. The Parties undertake not to disclose the confidential information, terms of the present Contract, and also a trade secret, becoming known during execution.
8.3. The Parties will provide appropriate control of safety and will take all necessary measures for prevention of disclosure commercial confidence.
8.4. The Parties will not transfer original documents concerning the present Contract, either their copy, or a reproduction of any sort, to the third parties.
8.5. The Parties will provide the examination by the strictly limited number of their personnel with the commercial confidence of the Contract subject.
9. REQUISITES OF THE PARTIES
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