SALES & PURCHASE AGREEMENT ? 170400/2
Moscow April 17, 2000
Limited liability company OOO "Terra Knizhniy Club", represented by its Director
General X.X.Xxxxxxxxxxx, acting on the basis of the company's Charter,
hereinafter named as "The Seller", and closed-end joint stock company ZAO
"OKSIRIS", hereinafter named as "The Buyer", represented by V.A.Dolgov, acting
on the basis of the Charter, have made the present agreement on the following:
1. SUBJECT
1.1. The Seller undertakes to give over, and the Buyer undertakes to pay for, on
the basis of the present Agreement, the Goods (printed books), provided for
in the Seller's price-list.
1.2. The Goods should be given over on the basis of the written or oral order of
the Buyer. Quantity and assortment should be shown in the waybills,
provided for each shipment.
2. PRICE OF GOODS
2.1. Price of the Goods should be established in rubles and is determined
according to the Sellers price-list.
2.2. Price of the Goods should be shown in the invoices and waybills, supplied
with each shipment.
2.3. Price of the Goods includes cost of the Goods and cost of the packing.
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 the proper
quality, conforming to the certificates, to another technical
documentation, and to the sanitary norms and rules, if those goods are
in stock at the Sellers warehouse, against a drawn order of the Buyer,
not later than in 24 hours upon receiving the order.
3.1.2. The Seller undertakes to replace the poor quality Goods within 5 (five)
days from the time of receiving the notice about such Goods from the
Buyer. The Goods should be considered as being of poor quality, if they
have obvious or hidden defects, as well as the Goods, returned by the
third parties, on the grounds of having in them defects, arising due to
the Sellers fault, and not mentioned by the latter at the delivery, as
well as the Goods, the written content of which doesn't meet the
requirements of the present law.
3.1.3. In the case, when Goods are not in stock at a Seller's warehouse, the
Seller undertakes to notify the Buyer within 24 hours about possible
date of delivery.
3.1.4. The Seller undertakes to prepare the transport documentation for the
shipments.
3.1.5. The Seller undertakes to provide the quality guarantee within the
guarantees of the manufacturer.
3.1.6. The Seller undertakes, on a weekly basis, to provide the Buyer with the
information about his stock, according to the price-list. Such
information should be delivered in electronic form.
3.2. Rights and obligations of the Buyer:
3.2.1. The Buyer undertakes to accept Goods on the condition ex-warehouse of
the Seller in Moscow.
3.2.2 The Buyer undertakes to check quality and assortment of the Goods at
delivery, to prepare and sign the appropriate papers, to notify the
Seller about defects of the Goods, revealed at delivery. The Seller
shall enjoy the right to refuse accepting Goods, in case they don't
conform the order in assortment or quantity.
4. COST OF GOODS AND PAYMENT CONDITIONS
4.1. Cost of the batch of Goods is established in rubles and is calculated
as a number of units of the goods of the given title, multiplied by
their cost in accordance with 2.1.
4.2. Date of payment shall be considered the date when funds are accepted on
the Sellers account.
4.3. The Buyer should pay for the Goods by bank transfer to the Seller's
account according to the order and invoice, in 50 % prepayment, the
rest of the sum shall be transferred within 5 days after delivery.
4.4. Payment in cash is allowed on consent of the parties in accordance with
the acting Law of the RF.
5. RESPONSIBILITY OF THE PARTIES
5.1. In the case, one of the Parties fails to fulfil any provision of this
Agreement, all disputes shall be settled on the basis of mutual
understanding. If settlement can not be reached in this way, the case
shall be given over to the International Arbitrage Court at the Moscow
Chamber of Commerce and Industry, city of Moscow.
6. AGREEMENT'S TERM AND TERMINATION CONDITIONS
6.1. This Agreement shall come into force from the date, when the authorised
persons of the Parties sign it.
6.2. Term of validity of this Agreement is established equal to one calendar
year. Validity of this Agreement upon its extinction shall be prolonged
automatically for each subsequent period, if neither of the Parties
gave no notice in writing, in one month time before expiry date, to the
other Party on the termination of this Agreement, or on its further
amendment.
6.3. This Agreement can be terminated upon the wish of one of the Parties,
on the condition that the other Party is notified not later, than in a
month before the termination date.
7. FORCE-MAJEURE
7.1. In the case, the circumstances outside one's control will occur, caused
directly or indirectly by the circumstances outside one's control,
caused directly or indirectly by occurrence of, for instance, flood,
fire, earthquake, epidemic, war conflict, Coup d'Etat, acts of
terrorism, civil disturbances, strike, orders, decrees or other
administrative interference of the Government, or any other
resolutions, administrative or governmental restrictions, causing
influence on fulfilment of the obligations under this Agreement, or
other circumstances outside of reasonable control of the Parties, terms
of fulfilment of these obligations shall be postponed proportionally
for the period of existence of such circumstances, if they considerably
affect timely fulfilment of the whole Agreement, or one or another of
its part, subject for fulfilment after occurrence of the circumstances
of force-majeure. Both Parties should immediately notify in writing
each other on the commencement and cessation of circumstances of force
majeure, which obstruct fulfilment of the obligations under this
Agreement. The Party, referring to the circumstances of force majeure,
should provide in confirmation the document from the competent state
body.
8. MISCELENEOUS
8.1. This Agreement may be changed and supplemented by the written agreement of
the Parties, signed by the authorised representatives of the Parties.
8.2. The Parties agree to keep in strict confidence conditions of this Agreement
and any information, related to the business side of the other Party in
relation to this Agreement, and not to make any public statements,
concerning these conditions, except as upon receiving beforehand the
written consent of the other Party.
8.3. This Agreement, including annexes, replaces any other preliminary
agreements, approvals, written and oral understandings, related to the
subject of this Agreement.
8.4. Within two working days from the date of signing of this Agreement each
Party delegates their senior employee (one from each side) for the purpose
of organising technical co-operation in data exchange between the
informational systems of the Seller an of the Buyer.
8.5. Within two weeks from the date of signing of this Agreement the working
groups of the Parties, under supervision of their senior employees, shall
agree upon every detail of technical co-operation on exchange of
information about Goods, and prepare the Protocol on exchange, and
procedure for information updating, which shall be approved by the
authorised representatives of both Parties and shall be considered as
inseparable part of this Agreement.
9. ADDRESSES AND BANK DETAILS OF THE PARTIES
THE SELLER THE BUYER
Full name Full name
Of organization: OOO "Terra Knizhniy Club" Of organization: ZAO "OKSIRSIS"
Juridical address : 109280, Moscow Juridical address : 117802 Moscow
Xxxxxxxxxxxxxx xxxxxx.,00, xxx.0 Nauchniy proezd 12
Telephone : (000) 000-0000 Telephone : (000) 000-0000
Fax : Fax : 000-0000
Name of the bank: AKB "Westdeutche Name of the bank: AKB "Evrozapsibbank"
Landesbank Vostok"
Account : 40702810100000000051 Account : 40702810700030000049
BIC : 044525247 BIC : 044585726
Corresponding Corresponding
Account : 30101810200000000247 Account : 30101810000000000726
INN : 7725088326 INN : 7706200205
OKONH : 87100, 71100 OKONH : 71100, 71200
OKPO : 47611604 OKPO : 51260913
OOO "Terra Knizhniy Club" ZAO "OKSIRSIS"
(Signature) (Signature)
(Seal) (Seal)
Director General Director General
April 17, 2000 April 17, 2000
Protocol to the Agreement # 170400/2 of April 17, 2000
Specification of the supplied information format
1. Format of the supplied information (database type):
2. Format of the updated supplied information:
3. Delivery method for updated information :
4. General information about Goods :
4.1. [x]Russian title of the book
4.2. [ ] English title of the book
4.3. [x] Name of the author(s) in Russian
4.4. [ ] Name of the author(s) in English
4.5. [ ] Original's language
4.6. [ ] Author of translation
4.7. [ ] Year of edition
4.8. [ ] Publisher, city
4.9. [ ] Number of pages
4.10. [ ] Bounding type
4.11. [ ] BBK
4.12. [ ] UDK
4.13. [ ] ISBN
4.14. [ ] Dimensions
4.15. [ ] Weight
4.16. [ ] Annotation
5. Commercial information about Goods
5.1. [x] Price of the Goods
5.2. [x] Information about having Goods in stock
SELLER BUYER
(Signature) (Signature) /s/V.A.Dolgov
------------ ---------------
(Seal) (Seal)
