Contract #03-04/00-P
February 29, 2000
ZAO[Izdatelstvo [Exmo - Press], hereinafter named as the Vendor, in the
person of Deputy Commercial Director Xxxxxx X. X., acting on the basis of the
Power of Attorney # EP-2-2 of 05.01.2000, on one part, and ZAO [Xxxxxx],
hereinafter named as the Purchaser, in the person of General Director Xxxxxx V.
A., acting on the basis of the Charter, on the other part, have concluded the
present Contract concerning the following:
1. SUBJECT OF THE CONTRACT.
1.1. In accordance with the present contract, the Vendor undertakes to
deliver goods (production) to the Purchaser, and the Purchaser undertakes to
accept it and pay for it.
1.2. In accordance with the present contract, the Vendor delivers to
the Purchaser book production of non - advertising and non - erotic type, not
imposed by VAT in accordance with the Federal Law [On the state support of mass
- media and book publishing in the Russian Federation] # 191-FZ, with prices and
in an amount, determined by way - bills and invoices, which are inherent
supplements of the present contract.
1.3. The Purchaser acquires the proprietary right on the goods and
bears all the risks relevant thereto from the moment of dispatch of the goods
from the Vendor's warehouse.
1.4. The date of goods delivery to the Purchaser is the date of the way
- bill.
1.5. According to parties' agreement, the goods may be delivered: by
means and at the expense of the Purchaser.
2. SETTLEMENTS OF PARTIES
2.1. The parties have agreed upon the following amount and method of
payment:
2.1.1 The Purchaser pays to the Vendor: the goods value is determined in
accordance with the made out invoice or waybill. The goods price indicated in
way - bills is firm and is not subject to changing. 2.1.2. The Purchaser pays
for the goods in accordance with invoice either on his own from his settlement
account, or through cash payment to a the Vendor representative on the basis of
a power of attorney and within the limits established by the government of the
Russian Federation.
2.1.3 The Purchaser pays for the goods within the period of not later,
than 30 (thirty) calendar days since dispatch of the goods according to
waybills.
2.1.4 The Purchaser can refuse to pay in part in the following cases: a)
if he received defective goods of low quality, and also polygraphic rejects.
Financial relationships of this type are confirmed by product liability claim
reports approved by the commission, which consists of parties' representatives,
signed by authoritative representatives from both sides, and presented to the
Vendor within 3 days since reception of the goods.
2.1.5. Instead of refusal to pay in part, the Purchaser has the right on
the basis of an agreement with the Vendor to exchange defective or undelivered
goods for the same or analogous goods.
2.1.6. Xxxxx of the Russian Federation is considered as the currency of
payment.
3. RIGTHS AND COMMITMENTS OF PARTIES
3.1. The Vendor shall:
a) put in order the documentation required;
b) transfer the documentation to the Purchaser;
3.2. The Vendor has the right:
a) to receive indemnity for expenses incurred (shipment, customs ones)
and goods value, in accordance with the present contract;
b) to indemnify for losses caused by the Purchaser's illegitimate
actions;
3.3. The Purchaser shall:
a) accept the goods and pay for it in accordance with the present
contract; see item
b) cover to the Vendor expenses determined in item 1.5;
c) indemnify to the Vendor losses in case of refusal to execute own
commitments.
3.4. The Purchaser has the right:
a) to receive goods in accordance with the present contract, while
presenting power of attorney, which is given to a person authorized by the
Purchaser.
4. TRANSFER - ACCEPTANCE OF PRODUCTION
4.1. Transfer/acceptance of goods is implemented with the participation
of representatives of the Vendor and the Purchaser.
4.2. The goods are considered as delivered since the moment of its
direct dispatch by The Vendor and the date of waybill.
5. RESPONSIBILITY OF PARTIES
5.1. In case of non-execution or improper execution of its commitments,
the guilty party shall indemnify to the other party for losses (including the
missed profit).
5.2. In case of delay while executing their commitments, the parties
pay forfeit in amounts as follows:
a) transfer of money resources - 0.5 % of the sum not remitted in due
time for each day of delay;
5.3. Forfeit payment and indemnity for losses does not release the
guilty party from execution of commitments in accordance with the present
contract.
5.4. Each of the parties can demand to cancel the contract and to
indemnify for losses, if the other party does not execute its commitments more
than once.
5.5. The contract party, for which impossibility to execute the
commitments in accordance with the contract arose due to occurrence of
unforeseen circumstances, natural calamities, military operations, shall
immediately notify in written form the other party on approach and character
(including, cessation) of such circumstances.
6. ADDITIONAL PROVISIONS
6.1. The parties recognize documents received through fax as confirming
the responsibilities on execution of the present contract.
6.2. The present contract is valid since the moment of signing it till
December 31, 2000.
6.3. On expiration of the period indicated in item 6.2., the contract
is automatically extended for an indefinite period in case of absence of
objection of one of the parties in written form.
6.4. The parties have made an agreement on the method of gross
accounting of mutual claims within a calendar period as determined by the
parties, the parties signing not less than twice a year [Statement of checking
mutual settlements], where gross value of the goods transferred for the calendar
period and gross payment for the calendar period are reflected with result
deduction for the mutual settlements at the end of the given period.
The given statement of checking mutual settlements is the final
document confirming the dates of transferring the proprietary right and gross
value of goods transferred by the Vendor to the Purchaser and payment made for
the given goods, that is, reflecting actual execution by the parties of their
commitments in accordance with items of the given contract.
The above - mentioned settlement method strengthens the Vendor's right
in an unilateral manner to reckon the sum of a payment or its fraction made for
the next lot of goods towards payment for the previous lot of goods in case of
the Purchaser's debt.
And also the Purchaser's right in an unilateral manner to demand
transferring into property the next lot of goods, if there is the Vendor's debt
for the previous lot of goods.
In this context as a lot of goods, the parties should consider book
production transferred by the Vendor into the Purchaser's property within one
calendar day in amount, assortment and sum as confirmed by way - bill and
invoice.
7. OTHER PROVISIONS
7.1. All disputes in connection with the present contract are solved in
the course of negotiations, and in case of failure to reach the mutual
agreement, in the Court of Arbitration of the Russian Federation of the city of
Moscow.
7.2. In order to change (annul) the present contract, the parties have
provided for the following order. Interested party hands over its proposal in
written form to the other party. The other party shall answer it within a period
of 5 days, also in written form. In case of failure to reach an agreement, the
argument is solved in accordance with procedure as envisaged in item 7.1.
7.3. Parties' relationships not adjusted by the present contract are
settled by the valid legislation on buying and selling.
7.4. As inherent parts of the present contract the following is
enclosed thereto: a) waybills, b) invoices.
7.5. Parties addresses and bank details:
The Vendor: ZAO [Izdatelstvo [Exmo - Press], 659700, Gorno - Altaysk, Ulagashev
street, building 13, INN 0411030957, settlement account 40702810900000001047 in
KB [SDM - Bank] of the city of Moscow, correspondent account
30101810600000000685, BIK 044583685.
Deputy Commercial Director Xxxxxx X. X.
(Signature)
(Seal)
The Purchaser: ZAO [Oxiris], 117802, Moscow, Nauchny passage, building 12,
settlement account 40702810700030000049 in KB [Evrozapsibbank] of the city of
Moscow, correspondent account 30101810000000000726, BIK 044585726, INN
7706200205.
General Director
(Signature)
(Seal)
