CONTRACT NO YCH-04/999
Moscow 1st of November 2004
<>, hereinafter referred to as "Sellers", represented by
the Director, Dolmatov V.V., acting on the grounds of the Charter, on the one
part,
and Erlyan trade company "Xxx Xxxx", hereinafter referred to as "Buyers",
represented by the Deputy Director General Xxxxx Xxx Xx, acting on the grounds
of the Charter, on the other part, have made the present Contract about the
following:
1. SUBJECT OF THE CONTRACT
1.1. The Sellers have sold and the Buyers have bought on the conditions
DAF Russia - Mongolia in Naushki - Sukhe-Xxxxx, Kyakhta - Sukhe-Bator,
DAF Mongolia - China in Dzamin-Uud-Erlyan,
DAF Russia - China in Zabaykalsk-Manzhouli
(DAF in accordance with Incoterms 2000), in quantity -50 000 cub. m the
following goods - softwood saw logs GOST 22298-76, GOST 9463-88 and hardwood saw
logs GOST 22299-76
1.2. The Goods, determined by p. 1.1 of the present Contract, to be shipped
in lots till 01.11.2005.
1.3. The quantity of the Goods specified by Point 1.1. of the present
Contract and the terms of delivery specified by Point 1.2. of the present
Contract may be altered at the consent of the both Parties.
1.4. All payments under the present Contract to be effected in US dollar.
2. PRICE AND QUALITY OF THE GOODS
2.1. The price of the Goods specified by point 1.1. of the present Contract
is determined on the conditions DAF Naushki, DAF Kyakhta, DAF Dzamin-Uud, DAF
Zabaykalsk.
2.2. The total value of the Goods sold under the present Contract - 3 400
000 (three million four hundred thousand) US dollar.
2.3. The Goods price includes marking and loading expenses.
BUYERS:
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2.4. The Goods price, specified by Annexes to the present Contract, is
fixed and may be altered only at the consent of the both Parties and determined
in additional agreements being an integral of the present Contract.
3. MEASUREMENT AND MARKING
3.1. Measurement and marking of the Goods to be effected in accordance with
GOST 2292-88.
Each log must possess a 5-10 cm allowance, not considered during cubic capacity
calculation.
The logs diameter is measured at the top end of a log without bark by means of
measurement of the longest and shortest perpendicular diameters, added together
and divided by two.
Diameter is measured in cm as a straight line length, going through geometrical
center of the log perpendicular to the long axis of the wood product.
The log diameter to be stated in the Specification in even cm. Less then one cm
segment is not counted. Diameters equal to one odd cm and more to be rounded off
to the closest even number.
3.2. Registration volume is counted in accordance with GOST 2708-75.
4. PAYMENT
4.1. Payment to be effected in terms of actual grades and shipped quantity.
Payments for the Goods under the present Contract to be effected in US dollar.
4.2. Payments under the Contract to be effected to <>
currency account in parts not less then 25 000 (twenty five thousand) dollar
each. The sum of the partial payment may be less, than specified by the present
point at the both Parties written consent. The payment to be effected within 30
(thirty) banking days upon the fulfillment of two conditions: Goods sale to the
Final Buyers and accumulation of the sum equal to 25 000 US $ to the Buyers
account.
BUYERS:
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5. TERMS OF SHIPMENT
5.1. The Goods to be shipped in lots. The lot volume and the shipment terms
to be determined at the both parties consent.
5.2. Logs of the same length and specie to be loaded in one wagon.
Consignee: ERLYAN TRADE COMPANY "XXX XXXX", ERLYAN-KHOTO, CHINA
6. RIGHTS AND LIABILITIES
6.1. The Sellers' liabilities:
6.1.1. to provide the Buyers with the Goods within a period specified
by p. 1.2. of the present Contract;
6.2. The Buyers' liabilities:
6.2.1. to accept each lot of Goods and send the acceptance Act to the
Sellers by fax within 3 (three) calendar days;
6.2.2. to pay for the Goods on the conditions provided by the present
Contract; to bear all expenses and risks concerning the Goods from the moment
the Goods shipped to Stations Naushki, Kyakhta, Dzamin-Uud, Zabaykalsk.
7. GOODS ACCEPTANCE AS FOR QUALITY AND QUANTITY
7.1. The goods acceptance as for the quality and quantity to be
accomplished by the Buyers representative at the Goods arrival place. The
delivery-acceptance Act is to be signed.
7.2. In case the Buyers representative is absent during the Goods loading,
the Buyers reserve the right to make a claim as for the Goods quantity and
quality, specified by the present Contract.
8. TRANSPORTATION
8.1. The Goods to be shipped by direct international railway and motor way:
the Russian Federation - People's Republic of China.
DESTINATION STATION: ERLYAN, CHINA. MANZHOULI, CHINA
8.2. Railway Bill, CMR to be accompanied with:
BUYERS:
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1) Shipping specification;
2) Transportation documents;
3) Phytosanitary certificate;
4) Invoice;
8.3. Each wagon, vehicle Specification for logs shall contain the specie,
diameter, length, the number of logs and cubic meters of sawlog.
8.4. The third party, acting on the ground of agreement with <>, may act as the Consignor, authorized by <>.
9. PENALTY
9.1. In case there is an exceeding of terms for delivery, determined by
point 1.2. of the present Contract, through the Sellers' fault, the Sellers
shall pay the Buyers a penalty.
9.2. In case payment delay exceeds the terms determined by point 4.2. of
the present Contract, the Buyers shall pay the Sellers a penalty.
9.3. The penalty is charged beginning with next day after the expiry date
determined by points 1.2., 4.2. of the present Contract at the rate of 0,1%
Goods value per each day in arrears and be paid immediately upon the request of
the dissatisfied Party.
9.4. In case the shipment delay exceeds 2 (two) months, Buyers have the
right to repudiate the Contract or a part of it.
9.5. In case the Buyers reject to accept the Goods specified by the present
Contract, the Buyers shall compensate all the preparatory expenses and 20% Goods
total value penalty in favor of the Sellers.
10. LIABILITY EXEMPTION
10.1. The Sellers and the Buyers are released from the responsibility for
partial or complete nonfulfillment of the obligations under the present contract
if it was caused by force majeure.
10.2. Under force majeure we mean external cases of emergencies, not
existing during the Contract subscription, appearing beyond the will
BUYERS:
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of the Sellers or the Buyers being unable to prevent them by means of proper
measures.
10.3. Force majeure to be determined as follows: earthquakes, floods,
fires, epidemics, transport accidents, military operations of any character. The
laws enacted in the Russian Federation and People's Republic of China after the
Contract subscription to be considered force majeure in case they prevent the
Parties of fulfilling the obligations under the present Contract.
10.4. The Parties may be released from the responsibility for partial or
complete nonfulfillment of the obligations under the present Contract if they
prove it was caused by obstacles beyond their control after the Contract
subscription.
10.5. The party for which it has become impossible to meet its obligations
under the present Contract because of force majeure shall immediately inform the
other party in regard to the beginning, kind and possible duration of
circumstances preventing the fulfillment of its obligations.
10.6. In case the party does not inform the other Party about force majeure
as soon as possible, it has no right to mention it as a reason preventing them
from the fulfillment of obligations, excluding circumstances when force majeure
prevented the Party from sending the message.
10.7. The time stipulated for the fulfillment of the obligations under the
present Contract shall be extended for a period equal to the duration of such
circumstances determined in points 10.1 - 10.4. and reasonable period for
elimination of consequences in case the requirements provided by point 10.5. are
satisfied.
10.8. In case the force majeure circumstances will continue more then 12
months, the Parties shall discuss future actions. In case the
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Parties do not reach the consent, the Party not affected by mentioned
circumstances has a right to dissolve the present Contract without appealing to
arbitration.
11. ARBITRATION
11.1. All disputes which can arise out or in connection with the present
Contract shall be solved by means of negotiations.
11.2. In case a mutually acceptable decision cannot be reached, the Parties
have the right to apply to the Chamber of Commerce in Arbitrary Court of the
defendant country.
11.3. The parties shall enforce the court decision within the period
determined by this decision.
12. CONTRACT AND CORRESPONDENCE LANGUAGE
12.1. The present Contract is made up in Russian and in English.
12.2. All the correspondence in connection with the present Contract to be
maintained in Russian.
13. ENTRY INTO FORCE
13.1. This Contract shall be deemed to come into force on the subscription
of authorized parties.
13.2. The effective date to be considered the date, stated on the first
page of the Contract in the right upper corner.
13.3. Upon the entry of the present Contract into force all other
preliminary documents and correspondence connected with the Contract to be
considered invalid.
14. AMENDMENTS AND ADDITIONS
14.1. Any changes and alternations or amendments, hereof shall be valid if
they are made in writing.
14.2. Any changes or additions considered to be valid and obligatory for
the Parties if they are made at the mutual consent.
14.3. Under the written agreement is meant an agreement formed as the
protocol of negotiations
BUYERS:
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and attached to the Contract.
The present Contract is drawn out in duplicate valid equally in Russian and
English, a copy for either of the parties and signed by the both Parties.
15. ADDRESSES OF THE PARTIES
SELLERS:
<>
000 0xx Xxx Xxxxx 000 Xxx Xxxx XX 00000 XXX
Beneficiary's bank:
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MULTIBANKA, VECPILSETA BRANCH, RIGA, LATVIA SWIFT: MULT LV 2X
Beneficiary account: IBAN
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XX00 XXXX 0000000000000
Receiver's Correspondent:
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CREDIT LYONNAIS NEW YORK BRANCH, NEW YORK, USA SWIFT: CRLY US 33
Correspondent account: 0138715000100
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BUYERS:
ERLYAN TRADE COMPANY "XXX XXXX", ERLYAN-KHOTO, APBM, CHINA, 011100 YUILU STR.,2
INTERMEDIAL BANK:
BANK OF CHINA NEW YORK, NY SWIFT CODE: XXXXXX00
ADVING BANK: BANK OF CHINA
INNER MONGOLIA BR. SWIFT CODE: XXXXXXXX000
BENEFICIARYS BANK:
BANK OF CHINA INNER MONGOLIA BRANCH, ERLIANHOT SUB-BRANCH
BENEFICIARYS NAME:
XXXXXX XXX XXXX CO., LTD
BENEFICIARYS ACCOUNT
No.: 158900757508091001
16. SIGNATURES
BUYERS:
Deputy Director General
/S/ Dzhan Len Bo
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