Xxxxxxxx # 00
Moscow April 17, 2000
Joint Venture [Varus Video] (AOZT), hereinafter named as [Vendor], in
the person of chairman of the Board of directors Kononenko G. Ya., acting on the
basis of the Company's Charter and Order No. 16 issued on 27.04.93, on one part,
and ZAO[Oxiris], hereinafter named as[Purchaser], in the person of general
director Dolgov V. A., acting on the basis of the Company's Charter, on the
other part, have concluded the present contract concerning the following:
1. SUBJECT OF THE CONTRACT.
1.1. Vendor undertakes to deliver, and Purchaser undertakes to pay for
under conditions in accordance with the present contract the goods (magnetic
video phonograms in cassettes of the VHS format of the television standard of
PAL with record of feature films and programs) foreseen by Vendor's price -
list.
1.2. Goods delivery will be performed on the basis of verbal or through
fax sent request of Purchaser. Quantity, range, price of the goods are fixed in
way - bills accompanying each lot of the goods.
1.3. The parties recognize that the territory for further distribution
of goods is the territory of the Russian Federation and states of CIS.
2. COST OF GOODS AND PAYMENT PROCEDURE
2.1. Cost of each lot of the goods delivered by Vendor for sales within
the frames of the present contract is indicated in way - bills.
2.2. Payment for the goods to be delivered is implemented in Russian
roubles, in the form of cash payment or clearing, after the parties has agreed
on assortment and volume of the lot of goods.
3. TERMS AND DELIVERY PROCEDURE
3.1. Goods are delivered to Purchaser from Vendor's warehouse, only
after money has been remitted to a Vendor's cash or settlement account.
3.2. The fact of acceptance of goods is confirmed by parties' signing
the way - xxxx.
3.3. Purchaser has the right to refuse to accept the goods, in case it
does not correspond to request's assortment.
4. QUALITY OF GOODS
4.1. Goods supplied should correspond to standards of the manufacturing
factory in respect of quality and completeness.
5. PACKAGE AND PACKING PROCEDURE
5.1. Goods should be packed into package (packing) ensuring its
identity and complete safety from damage and losses of any type during shipment
and storage.
6. COMMITMENTS OF PARTIES
6.1. Vendor shall:
6.1.1. Transfer to Purchaser the goods in amount, assortment, at a
price and within periods of time, as determined by provisions of the present
contract.
6.1.2. Perform exchange of inferior goods and also goods not
corresponding to provisions of the present contract or Purchaser's request
within ten days since the moment of reception of information on such goods from
Purchaser.
As inferior goods, one should consider the goods with obvious or
concealed defects and also the goods returned by the third persons in connection
with presence of defects therein, which appeared through Vendor's fault and were
not stipulated for by him while delivering.
6.2. Purchaser shall:
6.2.1. Accept the goods in the presence of Vendor's representative at
the address indicated in item 3.1. of the present contract.
6.2.2. Pay for the sold goods in accordance with provisions of the
present contract.
6.2.3. Return the goods with observation of the following procedure:
- goods return in connection with the defects present therein is
implemented with the help of a separate way - xxxx with indication [defect
present]. In this case the cassette should be stopped at the place, where the
defect was found, and the defect description should be inserted to the cassette
case.
7. RESPONSIBILITY OF PARTIES
7.1. Vendor's responsibility:
7.1.1. In case the inferior goods or goods not corresponding to
provisions of the present contract or Purchaser's request are delivered, Vendor
shall for gratis exchange the goods for goods of high quality or goods
corresponding to provisions of the present contract or Purchaser's request
within the period of time as established by the present contract, or
proportionally decrease purchase price of the goods, after parties' agreement
has been reached in written form.
All expenses incurred by Purchaser in connection with either exchange
or return of the inferior goods to Vendor or elimination of revealed drawbacks
by Purchaser are imposed upon Vendor.
7.2. Purchaser's responsibility:
7.2.1. In case Purchaser refuses to accept the goods delivered to him
within the terms agreed by parties, he shall indemnify to Vendor all expenses
incurred in this case, however, not more than 10 % of the value of the not
accepted lot of goods.
8. SETTLEMENT OF ARGUMENTS AND DISAGREEMENTS
8.1. All arguments and disagreements arisen in connection with
execution of the present contract by parties will be settled in the course of
negotiations between Vendor and Purchaser. If the agreement is not reached in
the course of negotiations, disagreements will be settled in the Court of
arbitration in accordance with the procedure established.
9. ADDITIONAL PROVISIONS
9.1. Vendor has the right to produce and distribute videocassettes,
which are the goods in the meaning of the present contract. If any claims in
respect of the goods appear from the part of third persons, Vendor undertakes to
eliminate them and bears full responsibility, in case material losses have
appeared.
All changes and supplements to the present contract are legalized in
written form and signed by both parties. 9.2. The present contract is
made in duplicate, both copies having the same legal force, one copy
for each of the parties. 9.3. The present contract comes into force
since the day of signing it and is valid till December 31, 2000.
10. PARTIES' LEGAL ADDRESSES AND BANK DETAILS
Full name of the SP [Varus Video] Full name of the Private company
organization: (AOZT). organization: [OXIRIS].
Legal address: 109456, Moscow, 1st Legal address: 117802, Moscow, Nauchny
Xxxxxxxxxxxxxx xxxx, xxxxxxx, 00.
building 1.
Telephone: Telephone: (000) 000 00 00
Fax: Fax: (000) 000 00 00
Bank name: Volgogradskoye OSB No. Bank name: AKB[Evrozapsibbank].
7976 / 0847 in MB AK
SB, Russian Federation.
Settlement account: 40702810238240101473 Settlement account: 40702810700030000049
BIK: 044525342 BIK: 044585726
Correspondent account: 30101810600000000342 Correspondent account: 0000000000000000000
INN: 7721003561 INN: 7706200205
OKONKh: OKONKh: 71100, 71200
OKPO: OKPO: 51260913
(Signature) (Signature)
(Seal) (Seal)
