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EXHIBIT 10.23
CONTRACT FOR PURCHASE AND SALE No 0IS - RB- 1/2000
CITY OF MOSCOW MAY 19, 2000
Open joint-stock company OOO "PERFUME-LIGHT" represented by its Director General
M.I.Dronfort acting on the basis of the company's Charter, hereinafter referred
to as "The Seller", and close joint-stock company ZAO "OXIRIS", hereinafter
referred to as "The Buyer" and represented by V.A.Dolgov, acting on the basis of
the Charter, entered into the present Contract on the following:
1. SUBJECT OF THE CONTRACT
1.1. The Seller shall hand over, and the Buyer shall pay for the Goods
(perfumery and household chemicals) as per the Seller's price list and on
the conditions of the present Contract.
1.2. The Goods shall be surrendered on the basis of an oral or written order of
the Buyer. Quantity and assortment of the Goods shall be indicated in
waybills enclosed with each shipment.
2. PRICE OF THE GOODS
2.1. Price of the Goods shall be established in USD. Unit prices of the goods
are shown in Addendum 1, which is an inseparable part of this Contract.
2.2. Price change is admitted within the validity term of the Contract. When
taking a decision to introduce changes in the price list, the Seller should
give the other Party a written notification at least 14 (fourteen) days in
advance of the actual price change. Price change shall be fixed in the
Addendum and agreed upon by the Parties.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. Rights and obligations of the Seller:
3.1.1. The Seller undertakes to deliver to the Buyer Goods of proper
quality, conforming to certificates, other technical
documentation, and to the sanitary regulations, subject to
availability of the Goods at the Seller's warehouse, against an
order made up by the Buyer within 24 hours of the receipt of the
order.
3.1.2. The Seller is obliged to replace inferior Goods within 5 (five)
days of receipt of the Buyer's notice of such Goods. Inferior
Goods are Goods with visible or latent defects; Goods returned by
third parties on account of defects which appeared through the
Seller's fault and were not specified by him at the surrender of
the Goods; and Goods the content of which fails to meet the
requirements of the current legislation.
3.1.3. In case the Goods are not in stock at the Seller's warehouse, the
Seller is obliged to notify the Buyer of a possible delivery date
within 24 hours.
3.1.4. The Seller shall make out shipping documents.
3.1.5. The Seller shall guarantee the quality of the Goods within the
limits of the manufacturer's guarantee.
3.2. Rights and obligations of the Buyer:
3.2.1. The Buyer shall accept the Goods from the Seller on conditions EXW
Moscow warehouse of the Seller.
3.2.2 During the acceptance of the Goods the Buyer shall check their
quantity and assortment, make out and sign appropriate documents, and
inform the Seller of the defects detected during the acceptance of the
Goods. The Buyer has a right to refuse acceptance of the Goods in case
their assortment or quantity does not correspond to that stated in the
application.
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4. PRICE OF THE GOODS AND PAYMENT CONDITIONS
4.1. Price of a batch of Goods is established in rubles and is calculated as a
number of units of the Goods multiplied by their price in accordance with
Article 2.1.; calculations shall be made at the date of payment for a
particular batch.
4.2. Date of payment shall be the date when funds are written off the Buyer's
account.
4.3. The Buyer shall pay for the Goods by bank transfer to the Seller's account
on conditions of fourteen day deferred payment from the date of acceptance
of the Goods.
5. LIABILITY OF THE PARTIES
5.1. In case of non-fulfillment by one of the Parties of any provision of the
present Contract, dispute shall be settled by way of negotiations. If the
parties fail to come to an agreement, the case shall be referred to the
Moscow Arbitration Court.
6. TERM OF THE CONTRACT AND PROCEDURE FOR ITS TERMINATION
6.1. This Contract shall come into force upon being signed by the authorized
persons of the Parties.
6.2. The term of the present Contract shall be fixed at one calendar year. The
Contract shall be prolonged automatically for the next term unless one of
the Parties has given the other Party a month's written notice of its
termination or revision of the Contract.
6.3. The Contract can be terminated upon the request of one of the Parties
subject to the condition that the other Party is given a written notice at
least one month prior to the termination of the Contract.
7. FORCE-MAJEURE
7.1. In case of force-majeure circumstances brought about (directly or
indirectly) by such events as flood, fire, earthquake, epidemic, military
conflicts, acts of terrorism, civil unrest, strikes, directions, decrees
and other administrative interference of the government or other decrees,
restrictions imposed by the administration or the government, which
influence the fulfillment of the obligations under the Contract, or other
circumstances beyond reasonable control of the Parties, fulfillment of
these obligations is postponed for the period of duration of these
circumstances, if they significantly affect the timely performance of the
whole Contract or a certain part of it due to be performed after the
beginning of force-majeure circumstances. The Parties are to give each
other an immediate written notification of the beginning and completion of
the force-majeure circumstances hindering the fulfillment of the
obligations under the Contract. The Party referring to force-majeure
circumstances must provide a certificate of the competent state body.
8. MISCELLANEOUS
8.1. This Contract can be changed and supplemented by a written agreement of the
Parties, signed by the authorized representatives of the Parties.
8.2. Within two working days of signing this Contract the Parties shall delegate
their senior employees (one from each side) to organize a system of data
exchange between the Seller and the Buyer.
8.3. Within two weeks of signing this Contract the working groups of the Parties
under supervision of the senior employees shall agree upon every detail of
the technical cooperation concerning the exchange of information about the
Goods and prepare a Protocol describing the procedure of information
exchange and update, which shall be approved by the authorized
representatives of both Parties and shall be an inseparable part of this
Contract.
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9. ADDRESSES AND BANK DETAILS OF THE PARTIES
THE SELLER THE BUYER
Full name Full name
of the company: OOO "PERFUME-LIGHT" of the company: ZAO "OXIRIS"
Legal address : 127247, Moscow Legal address : 117802 Moscow
Xxxxxxxxxxxx xxxxxx, xxxx. 000 Xxxxxxxx xxxxxx 00
Telephone : (000) 000-00-00 Telephone : (000) 000-0000
Fax : (000) 000-00-00 Fax : 000-0000
Name of the bank: "TEMBR-BANK" Name of the bank: AKB "Evrozapsibbank"
Account: 40702810100000001074 Account: 40702810700030000049
Bank identification code: 04458140 Bank identification code: 044585726
Correspondent Correspondent
account : 30101810200000000140 account : 30101810000000000726
TIN: 7713205758 TIN: 7706200205
All-Russian industry classification code: 71100 All-Russian industry classification code: 71100, 71200
All-Russian enterprise and organization code: All-Russian enterprise and organization code: 51260913
49954490
OOO "PERFUME-LIGHT" ZAO "OXIRIS"
/M.I.Dronfort/ /V.A.Dolgov/
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Director General Director General
May 19, 2000 May 19, 2000
