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Terms


1. A subject of the Contract
1.1. On conditions stated in sections of the present Contract, the Seller undertakes to transfer to the possession, and the Buyer to accept the Goods, an assortment, the quantity and which price are specified in Specifications (Appendices) to the present Contract, being by his integral part.

2. The price of the Goods and the sum of the Contract
2.1. The price for the Goods is under the present Сontract determined on basic conditions of delivery according to rules INKOTERMS-2010 and it is underlined in Specifications (Appendices) to the Contract.
2.2. The sum of the Contract for date of his signing makes s_____________ US dollars.

3. Conditions and terms of delivery
3.1. The Goods are delivered on basic conditions of delivery according to rules INKOTERMS-2010, conditions of delivery and essential elements consignee are specified in Specifications (Appendices) to the Contract.
3.2. Delivery of the Goods is carried out in the terms specified in Specifications (Appendices) to the Contract.
3.3. The seller undertakes to inform the Buyer on shipment of the Goods to five-days term from the date of shipment by any way convenient for the Parties.
3.4. The parties are obliged independently and at own expense to settle the questions concerning customs registration of the Goods, according to the basic conditions of delivery stipulated by the present Contract.
3.5. Deviation it is underlined the delivered Goods in Specifications (Appendices) to the present Contract, being by his integral part.

4. Conditions and the procedure of payments
4.1. Contract currency - US dollars.
Payment currency - US dollars.
4.2. The form of calculations under the present contract - non-cash transfers of money resources under the payment essential elements of the Seller specified in section 12 of the present Contract.
4.3. Terms and terms of payment are stipulated in Specifications (Appendices) and-or Additional agreements to the present Contract, being it by an integral part.
4.4. By a mutual consent of the Parties terms of payment can be changed, that should be stipulated in Additional agreements to the present Contract.
4.5. In case of reception of an advance payment by the Seller and delay of delivery of the Goods against the terms specified in Specifications (Appendices) more than for 45 days, the Seller should in during 3 days to the Buyer all sums paid by last under the present contract on which shipment has not been made, from the date of signing the Additional agreement on return of means.

5. Acceptance of the Goods and the claim
5.1. The Goods are considered the transferred Seller and the accepted Buyer by quantity - according to the weight specified in the commodity - transport waybill (CMR or the waybill) and the cargo customs declaration.
5.2. In case of detection of outer defects on the put Goods, or in case of discrepancy of the put Goods to the conditions specified in Specifications (Appendices) to the Contract, the Buyer has the right to expose to the Seller the claim not later than 30 days from the date of delivery of the Goods. If the Buyer does not submit the claim within the limits of the marked period of time, it loses the right of the reference in Arbitration court on the given basis.

Claims are transferred by mail or other way comprehensible to the Parties. Date on a post stamp on the letter is date of exhibiting of the claim.

The claim is made in duplicate and should contain the following data:

• number of the Contract;
• the name of the Goods;
• a delivery date;
• the detailed description of defect;
• requirements of the Buyer (reduction of price, replacement of the Goods, etc.).

The Seller has the right to lead repeated joint inspection at own expense.

5.3. The Buyer has no right before settlement of the claim to use the Goods on which the claim is showed without the consent of the Seller.
5.4. Any claims declared on any party of the Goods, cannot form the basis for
refusal of the Buyer of acceptance and payment of the following party of the Goods delivered under the present contract.

6. Packing and marks
6.1. Packing and marks of the Goods should correspond to standards and the specifications established in the country of the Seller (or the manufacturer) for the given kind of the Goods, in view of his transportation.

7. The responsibility of the Parties
7.1. In all questions connected to execution of the present Contract, the Party are guided by the current legislation of Ukraine.
7.2. In case of default or inadequate execution of the obligations stipulated by the present Contract, the guilty party compensates to other Party the suffered losses in full.
7.3. The Buyer pays for infringement of terms of payment of the Goods to the Seller the fine at a rate of 0,1 % from cost of the party of the Goods outstanding in time per every day of delay, but no more than 8 % from cost of the party of the Goods outstanding in time.
7.4. In case of unreasonable refusal of the Buyer of reception of the Goods put under the present contract, the Buyer pays to the Seller the penalty at a rate of 10 % from cost of such Goods.
7.5. For delayed delivery of the Goods, the Seller pays to the Buyer the penalty at a rate of 0,1 % from cost of not put Goods per every day of delay of delivery.

8. Antidumping cautions
8.1. The Вuyer incurs the full responsibility on observance of antidumping norms, rules and procedures in the national market and the markets of the further sale of goods stipulated by the present Contract, undertakes to fail operations in these markets under the dumping prices according to the legislation and the international agreements of the corresponding country and to be the unique respondent in all possible antidumping claims and claims and to pay in full duties, gathering and other taxes with which the Goods being a subject of the present Contract according to the antidumping legislation of the country of import are assessed.

9. Circumstances force-majeur
9.1. In case of occurrence of the force majeure circumstances interfering full or partial performance of the present Contract, namely: fires, the acts of nature, the unforeseen circumstances conducting to infringement of production, wars, military actions of any character, strikes, blockade, religious excitements, etc., time determined for performance of contractual obligations, should be increased for the term of action of these force-majeur circumstances. If force-majeur circumstances last more than one month, the Seller and the Buyer have the right to terminate the Contract without any legal consequences or arbitration and without distribution of the responsibility on the Party which had these circumstances.
9.2. The Рarty declared approach of force-majeur circumstances, should present the corresponding acknowledgement given by Commercial and industrial chamber or embassy which should be specified in character of force-majeur circumstances and their duration.

10. Arbitration
10.1. All disputes and divergences which can arise from the present Contract or in connection with it, are resolved by negotiations of the Parties.
10.2. B a case not achievements of the agreement disputes are subject to consideration in the International commercial Arbitration court at Commercial and industrial chamber of Ukraine in Kiev with application material and a procedural right of Ukraine. The arbitration court will consist of the individual arbitrator. A place of carrying out of sessions of court - Kiev. Language of arbitration process - Russian. Decisions of the given court of the Party will be considered final.

11. The general conditions
11.1. The present Contract comes into effect from the date of signing by his Parties and operates till s___________. In case of default by the Parties of all obligations under the present contract in full in the specified term action of the Contract is prolonged before full execution of obligations.

11.2. After signing the Contract all preliminary arrangements and correspondence lose the force.
11.3. Any change for the Contract should be properly made out as addition to the present Contract.
11.4. At performance of the present Contract of the Party are guided by rules INKOTERMS-2010. In case of divergences between conditions of the Contract and basic rules of delivery INKOTERMS-2010, the preference is given conditions of the present Contract.
11.5. The parties have agreed, that the present Contract and Appendices to it, transferred on facsimile communication and signed by both Parties, are valid and have a validity under a condition of the subsequent acknowledgement by the original.

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