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Договор поставки № _______

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Supply Contract No._______
Saint-Petersburg "___"__________ 20___ Limited Liability Company "Trade Company "New Technologies" hereinafter referred to as "Vendor", presented by the General Director K.V.Shilnikov acting on the basis of Articles, of the one part and ___________________________________________________, hereinafter referred to as "Buyer", presented by___________________________ acting on the basis of _______________________, of the other part, hereinafter together referred to as "Parties", have agreed the present Contract as follows (hereinafter - "Contract"): 1. CONTRACT SUBJECT
1.1. The Vendor shall supply (transfer to ownership) to the Buyer _____________________ products (hereinafter - "Goods") and the Buyer shall take and pay for Goods in terms indicated in the present Contract and Specification which is an integral part of the Contract (hereinafter - "Specification").
1.2. The Specification shall include: * Name, quantity and price of unit of Goods; * Total amount for Goods listed in the Specification and supplied with indication of VAT amount; * Goods unit of measurement; * Procedure and way of delivery (Transport conditions), if necessary - tariff cost of Goods delivery; * Supply period and dates; * Terms of Goods payment;
* Name and bank details of a consignee and his site; * Name and bank details of a consignor and his site; * Additional (special) delivery conditions; * Other data if agreed by Parties. 1.3. The Specification shall be amended if approved by Parties. 1.4. The supply (shipment) of Goods shall be provided to address of the Buyer or Consignee indicated by the Buyer if other terms of supply are not approved by Parties in the Specification in a written form. 2. QUANTITY, ASSORTMENT AND QUALITY OF GOODS 2.1. For cable and wiring product supply it is allowed to supply goods with length deviations plus or minus 5% from a requested length. 2.2. Supplied Goods and its documentation shall conform to standards, regulations, technical conditions and rules valid on the territory of the Russian Federation as in effect on the Contract date. 2.3. The Vendor shall provide corresponding duly executed document documents for Goods acceptance by the Buyer (Consignee) in time. 2.4. Goods shall be supplied with Quality (Compliance) Certificate if Goods supplied are subjected to obligatory certification. 2.5. Warranty period for normal Goods operation shall be equal to period indicated by manufacturer's GOST (Technical conditions, TU). Vendor's responsibility as per warranty shall not exceed total Contract value. 2.6. Goods acceptance by the Buyer in terms of quantity and quality shall be performed according to Instructions for acceptance of industrial and consumer goods in terms of quantity (approved by the order of USSR State Arbitration dated 15.06.1965 no.П-6) and Instructions for acceptance of industrial and consumer goods in terms of quality (approved by the order of USSR State Arbitration dated 25.04.1966, no.П-7).
2.7. If Goods shortage or nonconformity of quality is discovered, invitation of Vendor's representative shall be obligatory. The invitation shall be in written form and submitted within 48 hours after detection excluding weekends and holidays. 3. DELIVERY TERMS 3.1. Goods delivery shall be in separate lots. A lot shall be understood as quantity of Goods supplied under one goods consignment note (Torg-12). 3.2. Date of performance by the Vendor of his obligations to supply (transfer to ownership) Goods to the Buyer shall be: 3.2.1. A date when Goods are handed over to the Buyer (Consignee) if Vendor's obligation to deliver Goods is indicated in the Specification; 3.2.2. A date when Goods are put at Buyer's (Consignee's) disposal at a corresponding place if as per Specification Goods shall be delivered to the Buyer (Consignee) at Goods location (access, pick-up). 3.2.3. A date of Goods delivery to a forwarder - in other cases. 3.3. Right of property of Goods supplied and risk of accidental loss shall be transferred to the Buyer after Vendor's obligation to supply (transfer) the Goods would be considered as fulfilled as per point 3.2 of the present Contract. 3.4. The Buyer shall submit back to Vendor's address second copies of documents received for signing and stamp (contract, amendments, specifications, goods consignment notes and etc.) maximum 10 days after he would have received them from the Vendor. 3.5. Vendor's obligation to supply Goods within indicated dates shall be valid if the Buyer fully follows payment terms foreseen in Specifications. 3.6. The Buyer shall accept Goods as per conditions of the present Contract and its Specifications. If the Goods shall be accepted by Buyer's (Consignee's) representative, the representative shall provide to the Vendor a duly executed power of attorney for Goods acceptance and ID document (Passport) before Goods acceptance and transfer, otherwise the Vendor shall have right to suspend shipment up to Buyer (Consignee) correction of violations. 3.7. The Buyer shall accept Goods within time period agreed by the Buyer and the Vendor. If the Buyer fails to accept Goods delivered at sight, he shall pay at Vendor's request and within 3 (three) working days all expenses related to transport idle. 4. PRICE AND PAYMENT TERMS 4.1. Total Contract value shall be a gross total of amounts indicated in Specifications. 4.2. Goods cost stated in the Specification shall not include delivery cost unless otherwise provided by the Specification. 4.3. Goods cost specified in the Specification shall include cost of packing materials, marking, packing unless otherwise provided by the Specification. 4.4. Payment for Goods shall be by non-cash transfer in Rubles to Vendor's current account unless otherwise provided by the Specification. Other payment methods not contradicting the legislation of the Russian Federation in force shall be allowed upon Parties agreement. 4.5. Date of payment shall be the date of money inflow to Vendor's current account unless otherwise provided by the Specification. 4.6. Final payment between Parties shall be done considering real quantity of Goods supplied and payments done in advance (down payments). 4.7. If Goods are paid by a consignee or other third party (Payer) it shall be indicated in a payment order a full mane and tax reference number (INN) of the company for which the payment is made, contract number and date for which the payment is made. If the above data is missed the Vendor shall have right not to count received money for Goods payment and not to deliver Goods to be supplied until identification of payment purpose. 4.8. If money received from the Buyer is not enough to perform all Buyer's money liabilities as per the present Contract, other contracts concluded by the Vendor with the Buyer or other executed documentation (invoice agreement and etc.), the Vendor shall be entitled to count money received from the Buyer without reference to specified payment purpose in respect of Buyer's money liabilities which due date would have come earlier, as direct debits followed by notification of the Buyer. 4.9. As and when necessary Parties shall make reconciliation. In case of Buyer's debt to the Vendor, amount indicated in a reconciliation act (a facsimile copy) shall be confirmed in writing or reasonably denied (by counter reconciliation act) within 5 (five) working days after submission date of the first reconciliation act by fax. Otherwise the debt shall be considered as accepted by the Buyer. 5. PARTIES RESPONSIBILITY 5.1. If the Vendor failed to deliver Goods within time periods pointed out in the Specification, the Vendor shall pay at Buyer's request a fine per each day of delay (interest of cost of Goods not supplied or undelivered in time) to the following amount: 0,1 % for each day of delay. 5.2. If the Buyer has violated payment terms stated in the Contract and Specification, the Buyer shall pay at Vendor's request a fine to the amount of 0,1% of delayed payment per each day of delay. 5.3. In case of payment delay the Vender shall be entitled: 5.3.1. to suspend performance of his obligations upon receipt of payments stated in the Contract or Specification if Goods have not been supplied to the Buyer; 5.3.2. to suspend performance of his obligations upon Buyer's full payment for all lots of Goods shipped earlier and cost reimbursement of their transportation if Goods have been supplied to the Buyer; 5.4. In case of violation of the period stated on the point 3.4 of the present Contract the Vendor shall have right to request from the Buyer to pay penalties to the amount of 0,01% of cost of Goods supplied for each day of delay up to Buyer's actual performance of obligations regarding delivery at Vendor's address all necessary original documents for Goods. 5.5. In case of groundless refusal of the Buyer (Consignee) to accept Goods the Vendor shall have no responsibility regarding non-delivery (short delivery) of Goods. Herewith the Buyer shall at Vendor's request pay a penalty to the amount of 10% of cost of Goods which acceptance has been refused by the Buyer (Consignee), and reimburse to the Vendor losses including losses caused by unfulfilled transportation of Goods or readdressing of Goods at a written request of the Buyer to another Consignee. 5.6. If Goods have been shipped on terms of access (pick-up) and the Buyer has not fulfill access (pick-up) from Vendor's or Manufacturer's warehouse within period agreed by Parties in the Specification or indicated in Vendor's notification of Goods readiness for shipment, the Vendor shall at Buyer's request pay expenses for Goods storage and penalties for the amount of 0,1% of cost of non-picked-up Goods when due for each day of delay. Storage expenses shall be reimbursed by the Buyer within 3 (three) working days after the issuing date of Vendor's invoice for such expense payment. 5.7. Penalties shall be charged upon actual performance by a responsible party of all its liabilities at a writing request of a concerned party. If the written request for improper execution of Contract terms has not been presented, the amount of forfeit (penalties, fines) shall be 0 (zero). 5.8. Payment of penalties shall not relieve a responsible party from performance its obligations within the present Contract. 6. CONTRACT TERMINATION, UNILATERAL CONTRACT NON-PERFORMANCE 6.1. The Vendor shall terminate the present Contract unilaterally in case of Buyer's repeated violations regarding payment terms. 6.2. In case of partial payment the Vendor shall also have right to terminate the present Contract unilaterally and request the Buyer to return Goods paid partially. The Buyer shall return Goods within 5 (five) working days after receipt of Vendor's notification of present Contract termination and request to return Goods partially paid. 6.3. If Contract termination is initiated by the Buyer, he shall within ten days period after receipt from the Vendor of corresponding documents reimburse to the Vendor incurred direct confirmed expenses related to Contract execution at Contract termination date. 6.4. If the Buyer has not performed payment for any lot of Goods within specified dates or picked-up or accepted Goods, the Vendor shall suspend shipment or terminate the present Contract unilaterally and request reimbursement of incurred losses. 7. FORCE MAJEUR CIRCUMSTANCES 7.1. Parties shall not be liable for their full or partial failure to fulfill their obligations hereunder, if such failure has been a result of circumstances of insuperable force, i.e. force majeure circumstances, which could not be prevented under given conditions and which arose after conclusion of this Contract, which Parties could neither foresee nor prevent by reasonable measures. 7.2. Force-majeure circumstances shall be acts of God, wars or war actions, strikes in the industry or region, epidemics causing non-fulfillment of the Contract.
7.3. The Party appealing to circumstances of the force-majeure, shall inform the other Party about beginning of the force-majeure within 3 (three) working days from the date of its beginning in a written form.
7.4. Satisfactory proof of existence and action of the force-majeure shall be the document issued by the Chamber of Commerce and Industry.
7.5. In case if force-majeure circumstances appeared, the term of obligation performance under the Contract shall be delayed according to the time within such circumstances and their consequences exist.
7.6. If the obligations of force-majeure continue to act more than 2 (two) months, each Party shall have the right to terminate the Contract unilaterally with the preliminary notification of other Party 2 weeks before.
7.7. Parties shall not be released from responsibility for non-fulfillment of obligations, appeared before the action of force-majeure circumstances.
7.8. Obligations not effected by the force-majeure circumstances shall be performed by the Parties.
8. SPECIAL TERMS
8.1. The Vendor upon agreement with the Buyer shall pay transport expenses for Goods delivery. In such case the Buyer shall reimburse these expenses within 3 (three) after Vendor's issuing of a corresponding invoice. 8.2. Terms of the present Contract shall be confidential. Only persons employed by Parties and directly performed duties related to contractual work shall be introduced with any related to the present Contract documentation or information as well as persons authorized by state bodies of the Russian Federation. 8.3. Parties shall not disclose such information to other persons and use it for any other purposes except ones related to present Contract fulfillment. 8.4. For liability appliance purposes stated in the present Contract, each Party shall be responsible for its staff actions as for its own. 8.5. In case of confidentiality terms violation, responsible party shall reimburse the other party incurred losses directly related to confidentiality according to legislation of the Russian Federation. 9. DISPUTES CONSIDERATION 9.1. Disputes, disagreements or requirements appeared under this Contract or in relation to it, including its execution, violation, termination or invalidity shall be solved by negotiations to the extent possible. 9.2. In case Parties shall not achieve agreement the dispute shall be settled by the Arbitration Court of Saint-Petersburg and Leningrad region. 10. CONTRACT CHANGES AND AMENDMENTS 10.1. Any changes of the text of the present Contract as well as any amendment to it shall be done by official signing by authorized representatives of Parties of corresponding agreements and documents which are annexes to the present Contract. 10.2. Upon the present Contract conclusion all foregoing correspondence, minutes of meeting and etc., meetings concerning the Contract shall lose force. 10.3. A ground for termination and expiration of the present Contract shall be defined according to legislation of the Russian Federation in force and the present Contract. 10.4. All legal, actual or other addresses, bank details of Parties shall be specified in the present Contract and true and accepted by Parties. If addresses or bank details are changed Parties shall within 3 (three) working days inform each other about introduced changes. 11. FINAL PROVISIONS 11.1. This Contract shall come into effect from the moment of signing by authorized representatives of Parties and shall be in effect until "____" ____________ 20___ .
11.2. This Contract shall apply to relations of Parties regarding Goods payment and supply appeared before the Contract conclusion if Parties has no other sighed Contract at that period. 11.3. The present Contract shall be considered as concluded in case of Buyer's payment under invoice for dawn payment issued by the Vendor on the basis of this Contract if it has been submitted together with the invoice or Parties have signed the Specification to the Contract. Herewith Parties shall be liable to sign and submit to each other originals of the Contract and its Annexes with time period described in the point 3.4 of the Contract. 11.4. The Contract shall be extended for the next year if neither of Parties informs about its expiration in written prior 1 (one) month of Contract expiration date. 11.5. The expiration of this Contract or its premature termination shall not entail the termination of financial obligations, appeared before the expiration or termination of the Contract. 11.6. All alternations and amendments to this Contract shall be in effect only if they are in a written form appropriately signed by authorized representatives of both Parties.
11.7. Parties shall admit legal force of documents transmitted by fax or electronic mail until moment of exchange by registered mails of original documents (contracts, annexes, orders, minutes of meeting and etc.) 11.8. Parties have agreed to use signature facsimile reproduction of a person authorized to sign this Contract, its annexes and amendments, acts and other documents related to present Contract execution. 11.9. Each Party shall guarantee to the other that:
- it is duly registered and existing legal entity;
- the present Contract is signed by representatives duly authorized according to constituent or other documents;
- consent of third parties for the present Contract signing is not required (or such consents have been obtained);
- all corporate procedures of approval prescribed by law and constituent documents to conclude and execute the Contract have been observed;
11.10. The Contract is signed in two copies (one copy for each Party) both having equal legal effect.
12. PARTIES BANK DETAILS AND SIGNATURES VENDOR: "Trade Company "New Technologies" Co Ltd. Legal address: A501, 2, Vnukovskaya st., 196210, Saint-Petersburg, Actual address: A501, 2, Vnukovskaya st., 196210, Saint-Petersburg, INN/KPP: 7810287717/781001001
C/a 40702810555160000934
Severo-Zapadny Bank of Sberbank RF, Saint-Petersburg
Correspondent account: 30101810500000000653
BIK: 044030653
tel./fax: (812) 577-75-77
e-mail: [email protected]
General
Director ___________ /K.V.Shilnikov/
stamp
BUEYR:
Legal address:
Actual address:
INN/KPP: C/a:
Bank
Correspondent account BIK: tel./fax: e-mail:
General
Director ___________ /________________/
stamp
Annex to Supply Contract No. __________
dated "_____" _____________ 200__ SPECIFICATION NO. _____
Saint-Petersburg "_____" ___________ 200__ Limited Liability Company "__________________________", hereinafter referred to as "Vendor", presented by__________________________, acting on the basis of Articles, of the one part and __________________________________________ (hereinafter referred to as "Buyer"), presented by _______________________________________________________, acting on the basis of Articles of the other part, together referred to as "Parties" have agreed as follows: No.TypeUnits of measurement
QuantityPrice (rub.)Total (rub.)TotalTotal: VATTotal due
Terms of Goods delivery (transportation conditions), if necessary: delivery tariff cost:
Delivery dates: Terms of Goods payment: Mane and bank details of consignee and consignee's site:
Consignor contact information and Consignor's site:
Additional (special) delivery terms: of Vendor :
General Director
_________________________
Stamp
Of Buyer:
General Director
_________________________
Stamp
Supply Contract no. _____ dated ___ _________ 20__ Copy no. ______
______________VENDOR Page 6 / 6 ______________ BUYER
Supply No. _____ dated ___ _________ 20__ Copy No. ______
______________VENDOR Page 1 / 6 ______________ BUYER
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