PURCHASE AND SALE AGREEMENT #2/4-00
Moscow City April 14, 2000
[Home Collection] Company Limited in the person of Managing Director Xx. Xxxxxxx
X. Cherviakov acting under the Articles of Association, hereinafter referred to
as the [Seller] and [Oxiris] Closed Joint Stock Company, hereinafter referred to
as the [Buyer], in the person of Xx. Xxxxxx V.A., acting under the Articles of
Association, have concluded this Agreement for the following:
1. Subject of Agreement
1.1 The Seller shall be responsible for transfer of the Goods (video
products) and the Buyer undertakes the obligation to pay for the Goods in
accordance with the Seller's price list.
1.2 The Goods transfer shall be effected by reason of oral or written order
of the Buyer (transmitted by fax message or other means). The Goods
quantity and range shall be specified in waybills accompanying each lot.
2. Goods Price
2.1 The price for Goods shall be established in Russian Rubles and indicated
in waybills and invoices accompanying each lot.
3. Responsibilities and Rights of Parties
3.1 The Seller responsibilities and rights include the following:
3.1.1 The Seller shall be responsible for delivery of Goods with duly
quality to the Buyer in event of their availability in stock at
the Sellers' warehouses against the order placed by the Buyer no
later that 24 hours from the moment of order receipt.
3.1.2 The Seller shall be responsible for replacement of defective
Goods and also the Goods that do not comply with the Buyer's
order within 5 (five) days from the moment of receipt of
information about such Goods from the Buyer. The Goods shall be
deemed defective if they have obvious or hidden defects and also
the Goods returned by any third party in connection with defects
occurred due to the fault of the Buyer, that were not specified
at the time of transfer, and the Goods with the contents that
does not meet the requirements of active legislation.
3.1.3 In event of absence of Goods at the Sellers' warehouses, the
latter shall inform the Buyer during 24 hours about possible
delivery date.
3.1.4 The Seller shall be responsible for making of shipping
documents.
3.1.5 The Seller shall be responsible for ensuring quality guarantees
for the Goods within the limits provided by manufacturer
guarantees.
3.1.6 The Seller guarantees the Goods transferred under this Agreement
to be in lawful turnover and that they do not infringe any third
party intellectual property rights.
3.2 The Buyer responsibilities and rights include the following:
3.2.1 The Buyer shall accept the Goods from the Seller on condition of
self-pickup from the Seller's warehouse in Moscow.
3.2.2 The Buyer shall be responsible for inspection during Goods
acceptance procedure against quantity and range; for making and
signing of appropriate documents and informing the Seller about
any deficiencies revealed during acceptance procedure. The Buyer
shall have the right to deny acceptance of Goods in an event of
their noncompliance with the range specified in order or
quantity.
4. Settlement Procedure
4.1 The Buyer shall pay for the Goods by remittance of funds to the Seller's
settlement account or cash department on the basis of invoices drawn on
the Buyer's order.
4.2 The Buyer shall have the right to make advance payment to the Seller's
settlement account proceeding from the assumed Goods purchase volume.
5. Liability of Parties
5.1 In event of nonfulfilment by any of the parties under this Agreement any
provision hereof, disputable issues shall be settled on the basis of
mutual agreements. In event of inability to reach agreement the case
shall be transferred for settlement to the International Arbitration
Court at the Commerce and Industry Chamber, the City of Moscow.
6. Agreement Term and Its Termination Procedure
6.1 This Agreement shall be effective from the moment of its signing by
authorized persons of the parties.
6.2 The term of this Agreement shall be equal to one calendar year. The term
shall be automatically renewed for each successive period unless either
of the parties elects not to renew by giving not less than one months'
prior written notice to the other about termination of the Agreement or
its reviewing.
6.3 This Agreement may be terminated on the wish of either of the parties on
condition of not less than one months' prior written notice.
7. Force Majeure
7.1 In an event of circumstances caused by direct or indirect force majeure
events including, without limitation, flood, fire, earthquake, epidemics,
military conflicts, overturns, terrorist attacks, civil disturbances,
strikes, regulations, orders or other administrative interference from
the government or any other decrees, administrative or governmental
restrictions affecting performance of responsibilities under this
Agreement or other circumstances beyond the reasonable control of
parties, the terms of performance of these responsibilities shall be
proportionately extended for the time of duration of these circumstances,
if they significantly affect the timely execution of the whole Agreement
or any part thereof which is subject to execution after onset of force
majeure circumstances. Both parties shall immediately notify each other
in writing about commencement and cessation of force majeure
circumstances hindering fulfillment of responsibilities under this
Agreement. The party referring to force majeure circumstances shall
provide the confirming document of competent state authority.
8. Other Conditions
8.1 The Agreement can be changed and amended by written approval of the
parties signed by their authorized representatives.
8.2 Within two weeks from the signature date of this Agreement, the parties
approve and make out as an Addendum to this Agreement
the details of technical interaction for exchange of information about
the Goods (warehouses stock and the Seller's updated price lists).
9. Parties' Addresses and Information
SELLER BUYER
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Company full name: Company full name:
[Home Collection]Company Limited [Oxiris]Closed Joint Stock Company
Legal address: Legal address:
4 Moscow 000xx Xxxxxxxxxxx Xx.,
Xxxxx 0, management office 00 Xxxxxxxxxx Xxxxx, Xxxxxx XXX Xxxx 000000
Telephone: x0(000) 000-0000
Xxxxxx XXX Xxxx 000000 Fax: x0(000) 000-0000
Telephone: x0(000) 000-0000 000-0000 Bank name:
Fax: [EuroWestSibBank]Joint Stock Commercial Bank
Bank name: Settlement account: 40702810700030000049
[Capital Express]Joint
Stock Commercial Bank BIK: 044585726
Settlement account:
40702810500000000243 Correspondent account: 30101810000000000726
BIK: 000000000 TIN: 7706200205
Correspondent account:
30101810800000000682 OKONKh 71100, 71200
TIN: 7713157712 OKPO 51260913
OKONKh 71100, 71200
OKPO 47631966
(Signature) (Signature)
(Seal) (Seal)
