Purchase agreement
Rosaria Lombardi
(la versione in russo trovasi nel file allegato) File:Purchase agreement russian english.pdf
The Company “XXXXXXX Ltd.”, hereinafter referred to as the “BUYER”, on the one part, and the Company “XXXXXXX..” hereinafter referred to as the “SELLER”, on the other part, have concluded the present Contract regarding delivery of the goods which conditions are determined below:
1. Subject of the Contract
The Seller sells, and the Buyer undertakes to pay and accept the Goods, on conditions, in quantity, assortment and under the prices specified in Order Confirmations which are the Contract integral part.
2. Price and total sum of the Contract
2.1 Price for the Goods delivered under the present Contact, fixed in the Order Cofirmations and indicated in EURO.
2.2 Total sum of the present Contract is equal to the value of the Goods specified in Confirmations of the Orders which are the Contract integral part.
3. Terms, dates and delivery conditions
3.1 Delivery dates, assortment, quantity, unit price of the Goods is defined by the Seller in coordination with the Buyer in Confirmations of the Orders which are Contract integral part.
3.2 The Goods under the given Contract are delivered under conditions ex-factory. (Incoterms 2000). 3.3Orders received but not confirmed by Seller, will not commit parties.
4. Selection and order the Goods
4.1 Selection and order the Goods is making within the dates coordinated between the Parties. 4.2 For selection of the Goods the Seller show to the Buyer samples of the Goods together with the following parameters:
4.2.1-model/article 4.2.2-colour
4.2.3-composition 4.2.4-possible sizes 4.2.5-price per unit
4.3 After selection of the Goods, the Buyer gives to the Seller Order sheet with quantity of the selected Goods with breakdown by models, articles and the sizes.
4.4 The Seller is obliged to give to the Buyer the Order Confirmation not later than within 45 days after the Orders where specified:
4.4.1-quantity of products,
4.4.2-model and article,
4.4.3-colour of a product,
4.4.4-composition of a fabric (material),
4.4.5-Ordered (possible) sizes,
4.4.6-price per unit,
4.4.7-net weight of one unit (the Net weight for man's products is defined by size 50 or XL, for female products the Net weight is defined by size 46 or M),
4.4.8-country of origin (manufactures),
4.4.9-delivery dates.
4.5 Order and Order Confirmation are considered as Appendices to the given Contract and are its integral part.
4.6- Order Confirmations will not commit seller until he receives the payment of 30% of the order, as specified in point 5.1
5. Terms of payment
5.1. The payments of the goods delivered under this Contract shall be effected in the following way: A- 30% of the value of the goods ordered and confirmed is to be paid within 10 days from recepit of Order Confirmation by telegraphic transfer toSeller’s bank account. B - the remaining sum of the goods ordered and confirmed is to be paid within 5 bank days after the date of receipt by the buyer of the Invoice ( or Pro Forma Invoice ) , issued by the Seller as specified in point 6.5
5.2. The Prepaid Advance will be deducted proportionally from each Invoice .
6. Terms of delivery of the Goods, accompanying documents
6.1 Delivery of the Goods is made within dates coordinated by the Parties and specified in Confirmation of the Order.
6.2 Delivery date is the date of Goods release to a Carrier specified by the Buyer.
6.3 Invoices will be issued within the delivery dates provided in the accepted Order Confirmations
6.4 In case of delay in shipment of the Goods later than 20 days from the receipt of 100% payment/ or from the delivery date specified in order confirmation , excluding Force Major circumstances, buyer has the right to inform the seller about his intention to refuse shipments, receiving the 30% account back. or negotiate with the seller a discount .
6.5 Issuing invoice or proforma-invoice for payment by the Buyer of the given consignment of Goods is the factual confirmation from the Seller, that the Goods are ready for shipment.
6.6 Seller sends following documents with a consignment of Goods:
6.6.1-invoice in 2 (Two) copies,
6.6.2-packing list in 2 (Two) copies,
6.6.3.Copies of invoice & packing list to be sent to the Buyer by fax /e-mail.
6.7 Any delivery of the Goods after the confirmed dates can be defined in the additional agreement between the Seller and the Buyer which is the Appendix and an integral part of the given Contract.
7. Quality and Goods certification
7.1 Quality of the Goods should be confirmed by the Seller in the corresponding Certificate of Conformity and Hygienic Certificate and should corresponds to requirements of GOST legal in territory of the country where the Goods will be realized (the Russian Federation - further the Russian Federation). Quality of Goods must correspond to the quality of samples.
7.2 In case of impossibility of granting by the Seller this Certificate of Conformity GOST, the Buyer and the Seller may enter into the additional agreement regarding certification in territory of the Russian Federation, regulating its conditions which will be the Appendix to the given Contract and its integral part.
8. Packing of the Goods and Goods marks
8.1 Goods delivered under the present Contract, should have individual polyethylene packing, and to be packed by the Seller into the cover providing safety of the Goods taking into account possible numerous overloads and adverse atmospheric conditions.
8.2 Dimensions and material of the boxes should be sufficient for appropriate safety of the Goods and its appearance.
8.3 In each box should be corresponding packing list.
8.4 Marking the boxes should be done by the Seller in English accurately by indelible paint. Marking the boxes should necessarily have following information:
8.4.1-.points of departure and destination,
8.4.2 special marking code 100-23
8.4.3 number of place and quantity of commodity units in a box
8.4.4 gross and net weight .
8.5 Delivered Goods should have individual marks with following:
8.5.1 trade mark label , care label , composition label, size label
8.5.2 control tape with model ,article, colour, size
8.5.3 pendant label with article, color and size.
8.5.4. barcodes supplied by the Buyer
9. Goods acceptance by quantity and quality
9.1. After delivery of the Goods in a terminal point of designation, the Buyer carries out acceptance of the Goods by quantity and quality in a warehouse of the Buyer according to the requirements authorized in the Russian Federation.
9.2. In case of a divergence of the information by quantity specified in invoices (packing lists) and actual quantity in a warehouse of the Buyer, as well as in case of the inadequate quality the Buyer has the right to report unsatisfactory condition of the equipment to the Seller.
9.3. The buyer makes the corresponding claim during 15 days (Fifteen) from the date of end of customs registration of the Goods in territory of the Russian Federation.
9.4. At revealing the latent industrial defect during sale of goods the Seller repair defected goods.
9.5 Within 15 days from recepit of the Claim, seller will inform the buyer about its intentions about inspecting the goods before authorize a return or enter into a settlement.
9.6 Disputes solution regarding quality of the Goods has to be done by the independent expert organization, having the license for such activity in the territory of the Russian Federation and EU.
9.7 Expertise goods expences are charged to a guilty party.
9.8 Upon agreement by both Parties poor-quality Goods can be either discounted at the expense of the Seller or returned the Seller with the total refund to the Buyer all accompanying expenses (transport, customs and other)
9.9. Value of claims to be returned to the Buyers account or take into account at the further finance relation between the parties.
9.10 Seller has the right to send his representative for the control of acceptance of the Goods in a warehouse of the Buyer.
10. Responsibility of the parties, sanctions and the indemnification. Force-majeure.
10.1 If any mistake in marking the goods is done , the Seller will fix the problem at his expenses by sending missing labels and covering the replacement costs.
10.2. In case of force-majeur circumstances, namely: a fire, acts of nature, military actions, legislative prohibition of export or import, the Parties may delay their obligations in proportion to time during which such force-majeur circumstances act.
The Party which doesn’t fulfill its obligations in consequence of Force Major must notify in written the other Party about beginning of Force Major circumstances not later than 10 (ten) days after the moment of their beginning. In case when such circumstances act more than 3 (Three) months both Parties have the right to refuse fulfillment obligations of the present Contract, and thus the parties are relieved from responsibility for fail or inadequate performance of conditions of the present Contract. In case contract is cancelled by Buyer, Seller will be entitled to keep the 30% account as redress.
10.4- In case contract is cancelled by Buyer and payment is not received by the Seller within the terms stipulated in Clause 5.1.B , Seller will be entitled to compensation for losses and damages up to the value of goods not shipped.
11. Arbitration
11.1 All disputes and the disagreements arising at execution of the present Contract, resolve by the Parties negotiations. 11.2 Any legal disputes or questions not regulated by this agreement, will be regulated by italian laws
12. Other conditions
12.1 None of the Parties has the right to transfer to the third party the rights and duties under the present Contract, without preliminary written consent of the other Party. It is agreed however that shipment might be made by Seller throught its sister company xxxxxxxxx .
12.2 All appendices and/or additional agreements to the present Contract are its integral part.
12.3 All changes and additions to the present Contract are valid only in the event that they are made in writing and signed by the authorised representatives of both Parties.
12.4 Documents transferred by facsimile and/or by e-mail, have a full validity, if proof of receipt from other party is given.
12.5 Present Contract and all its appendixes signed by both parties can be concluded by their transfer either by facsimile or by e-mail, with obligatory presenting originals within 25 (twenty five) calendar days.
12.6 From the moment of signing of the present Contract all previous negotiations and correspondence are invalid.
13. Contract validity
13.1 The present contract enter into force from the moment it,s signed and valid for indefinite period . till the end of all financial relations.
13.2 Present Contract may be terminated by the agreement of Parties or at the initiative of one of the Parties only after full and appropriate fulfillment of duties under the Contract.
13.3 The Party wants to terminate the present Contract, is obliged to notify not later than 3 (Three) months before about such intention the other Party.
13.4 The present Contract is made out in two languages English and Russian and in two copies having the equal legal force, one copy for each Party. In case of different interpretation of some or all points of the agreement, the English version will prevail.
13.5- In other questions not stipulated in the present Contract the Parties will follow the existing legislation of. Italy, xxxxxx Court
14. Legal addresses of the parties
Seller (Продавец):
Фирма xxxxxxx. Адрес : xxxxxxxxxxxx Банковские реквизиты
Bank details:
BanKxxxxxxxxxx
Buyer (Покупатель):
XXXXXXX Ltd. xxxxxxxxxxxxxx
Банковские реквизиты
Bank details xxx
