EXHIBIT 10.14
CONTRACT NO. ____________
BETWEEN " ORGANITECH LTD "
AND ZAO "SAD-GIGANT KHOLOD"
CONTRACT FOR THE PURCHASE OF THE
EQUIPMENT
1. SUBJECT AND SCOPE OF THE DELIVERY
2. PRICES AND TOTAL VALUE OF THE CONTRACT
3. TERMS OF PAYMENT
4. DELIVERY DATES
5. LIQUIDATED DAMAGES
6. TECHNICAL DOCUMENTATION
7. GUARANTEE OF THE QUALITY OF THE EQUIPMENT
8. INSTALLATION AND ACCEPTANCE
9. PACKING AND MARKING
10. INSURANCE
11. FORCE MAJEURE
12. ARBITRATION
13. OTHER CONDITIONS
14. EFFECTIVE DATE
15. LEGAL ADDRESSES OF THE PARTIES
CONTRACT NO. _____________
SLAVYANSK-ON-KUBAN ___ ______ 2005
THE ORGANITECH LTD. COMPANY (X.X.XXX 000, XXXXXXX, 00000, XXXXXX), HEREINAFTER
REFERRED TO AS THE "SELLER", REPRESENTED BY ITS CEO, XX. XXXX XXXXXX, ON THE ONE
HAND, AND
THE CLOSE CORPORATION "SAD-GIGANT KHOLOD" (THE TOWN OF SLAVYANSK-ON-KUBAN,
RUSSIAN FEDERATION), HEREINAFTER REFERRED TO AS THE "BUYER", AS WELL AS THE
"CONSIGNEE", IN THE PERSON OF THE DIRECTOR, XX. XXXXXXXXX KLAD, ON THE OTHER
HAND, BOTH SIDES, TOGETHER OR SEPARATELY HEREINAFTER REFERRED TO AS THE
"PARTIES" OR "PARTY" RESPECTIVELY,
HAVE CONCLUDED THE PRESENT CONTRACT FOR THE FOLLOWING:
1. SUBJECT AND SCOPE OF THE DELIVERY
1.1. THE SELLER HAS SOLD, AND THE BUYER HAS BOUGHT, ON TERMS OF FOB HAIFA PORT,
ISRAEL, (INCOTERMS 2000), "THE EQUIPMENT FOR THE GROWTH OF LEAFY VEGETABLES", AS
WELL AS THE TECHNICAL DOCUMENTATION IN ACCORDANCE WITH APPENDIXES 1 AND 2 OF THE
PRESENT CONTRACT, BEING INTEGRAL PARTS OF THE PRESENT CONTRACT, HEREINAFTER
REFERRED TO AS THE "EQUIPMENT".
THE SELLER SHALL TRANSFER TO THE BUYER THE RIGHT OF PROPERTY FOR THE EQUIPMENT,
AND THE BUYER HAS TO PAY TO THE SELLER THE PRICE OF THE EQUIPMENT AND TO ACCEPT
THE DELIVERY OF THE EQUIPMENT.
1.2. THE SELLER SHALL CARRY OUT THE INSTALLATION WORK UNDER THE PRESENT
CONTRACT.
1.3. THE DELIVERY OF THE EQUIPMENT SHALL BE PERFORMED IN THE FOLLOWING WAY:
A) THE SELLER ON THE FOB TERMS (INCOTERMS 2000) SHALL DELIVER THE EQUIPMENT TO
HAIFA PORT, ISRAEL, AND TRANSHIP IT FOR TRANSFER TO THE BUYER'S CARRIER;
B) THE BUYER'S CARRIER, HAVING NOTIFIED ABOUT ITS CONSENT TO ACCEPT THE
EQUIPMENT FOR TRANSPORTATION, SHALL DELIVER THE EQUIPMENT TO THE SELLER VIA THE
PORT OF NOVOROSSIYSK, RUSSIA, TO THE PLACE OF DELIVERY AT THE ADDRESS: 000
XXXXXXXXX XXX., XXXXXXXXX-XX-XXXXX, XXXXXX.
2. PRICES AND TOTAL VALUE OF THE CONTRACT
2.1. THE TOTAL VALUE OF THE CONTRACT AMOUNTS TO: 2,726,700 $ US DOLLARS,
( TWO MILLION AND SEVEN HUNDRED AND TWENTY SIX THOUSAND AND SEVEN HUNDRED
DOLLARS US AND 00\100 US DOLLARS).
THE PRICES OF THE EQUIPMENT ARE INDICATED TO BE FOB DELIVERY TERMS AT HAIFA
PORT, ISRAEL.
CUSTOM CLEARANCE ON THE SELLER'S TERRITORY SHALL BE EFFECTED AT THE EXPENSE OF
THE SELLER.
CUSTOM CLEARANCE OF THE EQUIPMENT ON THE BUYER'S TERRITORY SHALL BE EFFECTED AT
THE EXPENSE OF THE BUYER.
2.2. THE PRICES ARE FIXED AND NOT SUBJECT TO ALTERATIONS FOR THE WHOLE TIME OF
DELIVERY.
2.3. THE PRICE INCLUDES COST OF EQUIPMENT, COST OF TECHNICAL DOCUMENTATION, COST
OF PACKAGING, COST OF MARKING, COST OF DELIVERY FROM THE SELLER'S PREMISES TO
THE PORT AND TRANSHIPMENT, COST OF EXPORT CUSTOM CLEARANCE ON THE SELLER'S
TERRITORY, AS WELL AS THE INSTALLATION WORK.
3. TERMS OF PAYMENT
THE CURRENCY OF THE PRESENT CONTRACT SHALL BE US DOLLARS.
PAYMENT FOR THE COST OF THE EQUIPMENT SHALL BE EFFECTED IN THE FOLLOWING WAY:
3.1. THE DOWN PAYMENT - 30%
THE AMOUNT OF 818,010 $US DOLLARS (EIGHT HUNDRED AND EIGHTEEN THOUSAND AND TEN
DOLLARS US), BEING 30% (THIRTY PER CENT) OF THE TOTAL VALUE OF THE CONTRACT,
SHALL BE PAID AGAINST THE SELLER'S INVOICE TO THE SPECIFIED AMOUNT WITHIN 10
BANKING DAYS OF THE DATE OF SIGNING OF THE PRESENT CONTRACT BY A DIRECT BANK
TRANSFER TO ISRAEL TO THE SELLER'S SETTLEMENT ACCOUNT IN THE BANK IN ISRAEL, SO
THAT THE AMOUNT WILL BE AT FREE DISPOSAL OF THE SELLER. THE INVOICE SHALL BE
PRESENTED IN THREE ORIGINAL COPIES MADE IN ENGLISH.
THE PAYMENT SHALL BE EFFECTED TO THE SELLER'S BANK ACCOUNT:
BANK LEUMI LEISRAEL
CENTRAL BRANCH HAIFA
ISRAEL
BANK-10
BRANCH-876
ACCOUNT - 193300/11
SWIFT CODE-XXXXXXXXXXX
ACCOUNT NAME-ORGANITECH LTD
ALL BANK CHARGES UNDER THE PRESENT CONTRACT IN THE COUNTRY OF THE BUYER SHALL BE
PAID BY THE BUYER, AND ALL BANK CHARGES IN THE COUNTRY OF THE SELLER SHALL BE
PAID BY THE SELLER.
THE SECOND PAYMENT - 70%
THE BUYER SHALL ISSUE THE AMOUNT OF $1,908,690 US DOLLARS (ONE MILLION AND NINE
HUNDRED AND EIGHT THOUSAND AND SIX HUNDRED AND NINTY DOLLARS US ), BEING 70%
(SEVENTY PER CENT) OF THE TOTAL VALUE OF THE CONTRACT, AS A STRAIGHT DOCUMENTARY
LETTER OF CREDIT, OPENED IN THE SAVINGS BANK OF THE RUSSIAN FEDERATION IN FAVOUR
OF THE SELLER AND ADVISED BY THE BANK LEUMI LEISRAEL CENTRAL BRANCH HAIFA (SWIFT
CODE-XXXXXXXXXXX) WITHIN 45 BANKING DAYS OF THE DATE WHEN THE SELLER RECEIVED
THE BANK TRANSFER WITH THE DOWN PAYMENT INDICATED ABOVE.
THE LETTER OF CREDIT SHALL CONTAIN AN INDICATION OF ITS CONFORMITY WITH THE
UNIFORM RULES AND CUSTOMS FOR DOCUMENTARY LETTERS OF CREDIT (1993 EDITION, ICC
PUBLICATION NO. 500).
THE LETTER OF CREDIT SHALL BE CONFIRMED BY A FIRST-CLASS EUROPEAN BANK. THE
VALIDITY OF THE LETTER OF CREDIT SHALL BE 260 DAYS. THE LETTER OF CREDIT
CONSISTS OF:
THE PAYMENT - 30%
THE AMOUNT OF 818,010 $US DOLLARS (EIGHT HUNDRED AND EIGHTEEN THOUSAND AND TEN
DOLLARS),
BEING 30% (THIRTY PER CENT) OF THE TOTAL VALUE OF THE CONTRACT, SHALL BE PAID TO
THE SELLER AFTER THE SELLER PROVIDES A CONFIRMATION OF THE 50% READINESS OF THE
EQUIPMENT FOR SHIPMENT AND PRESENTS AN INVOICE TO THE AMOUNT INDICATED IN THIS
PARAGRAPH IN THREE ORIGINAL COPIES MADE IN ENGLISH.
THE PAYMENT - 30%
THE AMOUNT OF 818,010 $US DOLLARS (EIGHT HUNDRED AND EIGHTEEN THOUSAND AND TEN
DOLLARS),
BEING 30% (THIRTY PER CENT) OF THE TOTAL VALUE OF THE CONTRACT, SHALL BE PAID TO
THE SELLER AFTER THE BUYER NOTIFIES ABOUT THE RECEIPT BY THE LATTER FROM THE
SELLER OF THE FOLLOWING DOCUMENTS:
- CONFIRMATION BY THE CARRIER DESIGNATED FOR THE EXECUTION OF SHIPMENT OF THE
EQUIPMENT FROM HAIFA PORT, ISRAEL, TO NOVOROSSIYSK PORT, RUSSIA, OF CONSENT TO
ACCEPT THE EQUIPMENT FOR SHIPMENT;
- THE INVOICE (ORIGINAL) IN THREE COPIES;
- SHIPPING SPECIFICATION IN THREE COPIES;
- PACKING LISTS IN THREE COPIES;
- CERTIFICATES OF ORIGIN IN TWO COPIES, ISSUED BY THE CHAMBER OF COMMERCE;
- QUALITY CERTIFICATES IN TWO COPIES;
- EXPORT DECLARATION.
EACH INDIVIDUAL UNIT OF THE EQUIPMENT SHALL HAVE ITS CERTIFICATES IN THE AMOUNT
INDICATED ABOVE.
THE PAYMENT - 10%
THE AMOUNT OF 272,670 $US DOLLARS (TWO HUNDRED AND SEVENTY TWO THOUSAND AND SIX
HUNDRED AND SEVENTY DOLLARS US), BEING 10% (TEN PER CENT) OF THE TOTAL VALUE
TOTAL VALUE OF THE CONTRACT, SHALL BE PAID TO THE SELLER AFTER HE PROVIDES THE
ORIGINAL CERTIFICATE OF ACCEPTANCE AND PUTTING THE EQUIPMENT INTO OPERATION
SIGNED BY THE SELLER'S AND THE BUYER'S AUTHORIZED REPRESENTATIVES, AND PRESENTS
AN INVOICE TO THE AMOUNT INDICATED IN THIS PARAGRAPH IN THREE ORIGINAL COPIES
MADE IN ENGLISH.
ALL THE LETTER OF CREDIT EXPENSES AND COMMISSIONS IN THE BUYER'S COUNTRY SHALL
BE PAID BY THE BUYER, AND IN THE SELLER'S COUNTRY SHALL BE PAID BY THE SELLER.
THE FIRST-CLASS EUROPEAN BANK COMMISSION FOR CONFIRMING THE LETTER OF CREDIT
SHALL BE PAID BY THE SELLER.
THE FIRST-CLASS EUROPEAN BANK COMMISSION FOR FINANCING THE LETTER OF CREDIT
SHALL BE PAID BY THE BUYER.
ALL DOCUMENTS PRESENTED UNDER THE LETTER OF CREDIT SHALL BE PRESENTED WITHIN THE
VALIDITY OF THE LETTER OF CREDIT.
IN CASE THAT THE SELLER BREAKS DATE OF DELIVERY AND OTHER PROVISIONS OF THE
CONTRACT, ALL EXPENSES ON EXTENDING THE VALIDITY AND MODIFYING THE LETTER OF
CREDIT SHALL BE BORNE BY THE SELLER.
3.2. ALL AMOUNTS, RELATED TO THE PRESENT CONTRACT, SHALL BE PAID IN FULL BY THE
BUYER TO THE SELLER IN US DOLLARS WITHOUT ANY DEDUCTION OF THE AMOUNTS DUE.
4. DELIVERY DATE
4.1. THE EQUIPMENT, INDICATED IN THE APPENDIX 1 OF THE PRESENT CONTRACT, SHALL
BE DELIVERED TO HAIFA PORT, ISRAEL, WITHIN 120 DAYS OF THE DATE OF SIGNING OF
THE PRESENT CONTRACT.
4.2. THE DATE OF DELIVERY TO HAIFA PORT, ISRAEL, SHALL BE THE DATE OF
NOTIFICATION OF THE BUYER BY THE CARRIER EXECUTING SHIPMENT OF THE EQUIPMENT
FROM HAIFA PORT, ISRAEL, TO THE PORT OF NOVOROSSIYSK, RUSSIA, OF CONSENT TO
ACCEPT THE EQUIPMENT FOR SHIPMENT;
4.3. PARTIAL DELIVERIES OF THE EQUIPMENT ARE PROHIBITED. THE EARLY DELIVERIES
ARE ALLOWED WITH THE BUYER'S WRITTEN CONFIRMATION.
4.4. 15 DAYS BEFORE THE READINESS FOR SHIPMENT, BUT NOT LATER THAN 10 DAYS
BEFORE THE DATE OF COMMENCEMENT OF DELIVERY, THE SELLER SHALL SEND TO THE BUYER
BY MEANS OF FACSIMILE COMMUNICATION OR E-MAIL MESSAGE (FAX: +7 (86146) 4 37 28)
A NOTICE OF THE READINESS OF THE GOODS FOR SHIPMENT WITH THE DETAILED
SPECIFICATION OF THE SHIPPED EQUIPMENT AND INDICATION OF NET AND GROSS WEIGHTS.
4.5. IN CASE THE DELIVERY OF THE EQUIPMENT BY THE SELLER TO HAIFA PORT, ISRAEL,
IS NOT CARRIED OUT WITHIN 120 DAYS OF THE DATE OF SIGNING OF THE PRESENT
CONTRACT, AS INDICATED IN CLAUSES 4.1. AND 4.2., THE SELLER IS OBLIGED WITHIN 10
BANKING DAYS OF THE DATE OF RECEIPT OF THE BUYER'S CLAIM ON NON-DELIVERY OF THE
EQUIPMENT IN DUE TIME TO EFFECT IN FULL ALL PAYMENTS PREVIOUSLY PAID BY THE
BUYER TO THE SELLER UNDER THE PRESENT CONTRACT.
IN CASE OF DELAY IN TRANSFER OF PAYMENTS BY THE SELLER FOR MORE THAN 5 BANKING
DAYS, THE SELLER SHALL PAY THE BUYER A PENALTY AT THE RATE OF 0.1% OF THE
OUTSTANDING AMOUNT FOR EVERY DAY OF DELAY.
5. LIQUIDATED DAMAGES
5.1. AFTER THE EQUIPMENT ARRIVES TO THE PLACE OF DELIVERY (CLAUSE 1.3. OF THE
PRESENT CONTRACT), THE BUYER SHALL SUBMIT THE TRANSPORTED EQUIPMENT TO A
NO-DELAY EXAMINATION, AND, IF THE QUALITY, TECHNICAL CONDITIONS OR THE QUANTITY
PROVE TO BE NOT CORRESPONDING TO THOSE SPECIFIED IN THE CONTRACT AND SHIPPING
SPECIFICATION, THE BUYER SHALL IMMEDIATELY INFORM THE SELLER ABOUT THAT IN
WRITING (LETTER OF CLAIM).
IN CASE THE SELLER IS RESPONSIBLE FOR THE CLAIMED DEFECTS, THE SELLER SHALL TAKE
ALL MEASURES FOR THE IMMEDIATE ELIMINATION OF THE DEFECTS, COMPLETE OR PARTIAL
REPLACEMENT OF THE EQUIPMENT AT THE SELLER'S OWN EXPENSE.
IF THE SELLER FAILS TO ANSWER THE BUYER WITHIN 20 DAYS AFTER RECEIPT OF THE
AFORESAID CLAIM, THE CLAIM SHALL BE RECOGNISED AS HAVING BEEN ACCEPTED BY THE
SELLER.
5.2. NEITHER OF THE PARTIES SHALL BE HELD RESPONSIBLE TO THE OTHER PARTY FOR ANY
DAMAGE OR LOSS WHATSOEVER EXCEPT THOSE EXPRESSLY AGREED BY TERMS OF THE
CONTRACT.
6. TECHNICAL DOCUMENTATION
6.1. IN ORDER TO ENSURE NORMAL AND TROUBLE-FREE OPERATION OF THE EQUIPMENT TO BE
SUPPLIED ACCORDING TO THE CLAUSE 1.1. OF THE PRESENT CONTRACT, WITH THE CAPACITY
AND OTHER GUARANTEED VALUES STIPULATED BY THE PRESENT CONTRACT, THE SELLER
UNDERTAKES TO DEVELOP AND DELIVER TO THE BUYER TECHNICAL DOCUMENTATION IN
ACCORDANCE WITH APPENDIXES 1-2 AND ARTICLE 6 OF THE PRESENT CONTRACT.
6.2. THE FINAL TECHNICAL DOCUMENTATION REQUIRED FOR OPERATION, MAINTENANCE AND
SERVICE OF THE EQUIPMENT SHALL BE DELIVERED TOGETHER WITH THE EQUIPMENT.
6.3. THE TECHNICAL DOCUMENTATION OF ORGANITECH LTD. SHALL BE DELIVERED IN 3
(THREE) COPIES MADE IN ENGLISH AND IN RUSSIAN, AND THE SELLER'S SUBCONTRACTORS'
TECHNICAL DOCUMENTATION SHALL BE DELIVERED IN ENGLISH.
6.4. THE COMPLETE SET OF DRAWINGS AND TECHNICAL DOCUMENTATION DELIVERED UNDER
THE PRESENT CONTRACT SHALL BE CORRECT, HIGH-QUALITY AND ADEQUATE FOR
INSTALLATION WORK AND OPERATION OF THE EQUIPMENT.
7. GUARANTEE OF THE QUALITY OF THE EQUIPMENT
7.1. THE QUALITY OF THE SUPPLIED EQUIPMENT SHALL CORRESPOND TO THE TECHNICAL
CONDITIONS INDICATED IN THE PRESENT CONTRACT OR IN THE APPENDIXES HERETO.
THE SELLER SHALL WARRANT THAT:
A) THE SUPPLIED EQUIPMENT CORRESPONDS TO THE WORLD TECHNICAL LEVEL AND COMMON
STANDARDS EXISTING IN THE SELLER'S COUNTRY FOR THIS TYPE OF EQUIPMENT AT THE
TIME OF THE EXECUTION OF CONTRACT;
B) HIGH QUALITY MATERIALS, FIRST-RATE MACHINING AND ASSEMBLING WERE USED FOR THE
PRODUCTION OF THE EQUIPMENT;
C) THE EFFICIENCY OF THE SUPPLIED EQUIPMENT AND THE QUALITY OF ITS OPERATION
SHALL BE IN FULL ACCORDANCE WITH TECHNICAL CONDITIONS OF THE CONTRACT;
D) THE COMPLETENESS OF THE DELIVERED EQUIPMENT SHALL BE IN FULL ACCORDANCE WITH
CONDITIONS OF THE CONTRACT AND SHALL ENSURE ITS NORMAL AND UNINTERRUPTED
OPERATION;
7.2. THE SELLER SHALL WARRANT HIGH-QUALITY AND FAULTLESS OPERATION OF THE
EQUIPMENT WITHIN 12 MONTHS OF THE DATE OF COMMISSIONING.
7.3. IF DURING THE WARRANTY PERIOD THE EQUIPMENT PROVES TO BE DEFECTIVE OR DOES
NOT CORRESPOND TO THE CONDITIONS OF THE CONTRACT, OR IT DOES NOT ACHIEVE THE
SELLER' EQUIPMENT PRODUCTION SPECIFICATION AS DEFINED IN APPENDIX 1, THE SELLER
SHALL, AT THE SELLER'S OWN EXPENSE AND AT THE BUYER'S OPTION, ELIMINATE THOSE
DEFECTS OR REPLACE THE DEFECTIVE EQUIPMENT WITH THE ADEQUATE QUALITY EQUIPMENT,
WHICH SHALL BE DELIVERED TO THE BUYER'S PREMISES WITHOUT DELAY.
7.4. AT THE SELLER'S REQUEST, THE DEFECTIVE EQUIPMENT OR PART THEREOF UPON
DELIVERY OF THE NEW EQUIPMENT OR PARTS THEREOF SHALL BE RETURNED TO THE SELLER
AT THE SELLER'S OWN EXPENSE. SUCH REQUEST SHALL BE MADE NOT LATER THAN THREE
MONTHS OF THE DATE OF REEQUIPMENT.
7.5. IF DEFECT ELIMINATION IS EFFECTED BY AGREEMENT AMONG THE PARTIES AND BY THE
BUYER'S MANPOWER, THE SELLER SHALL COMPENSATE THE BUYER THE EXPENSES INCURRED
THEREWITH.
7.6 IN CASE OF REPAIR OR REPLACEMENT OF THE FAULTY EQUIPMENT OR PARTS THEREOF,
THE GUARANTEE PERIOD FOR THE BASIC EQUIPMENT SHALL BE EXTENDED FOR THE TIME,
DURING WHICH THE EQUIPMENT WAS IDLE DUE TO THE DETECTED DEFECT.
7.7. NEW WARRANTY PERIODS, EQUAL TO THOSE SPECIFIED IN THE CLAUSE 7.2. OF THE
PRESENT ARTICLE, SHALL BE FIXED FOR THE PARTS OF THE EQUIPMENT SUPPLIED IN
REPLACEMENT OF DEFECTIVE ONES.
8. EQUIPMENT INSTALLATION AND ACCEPTANCE
8.1. THE INSTALLATION WORK UNDER THE PRESENT CONTRACT SHALL BE CARRIED OUT BY
THE BUYER'S MANPOWER WITHIN 4 MONTHS AFTER THE EQUIPMENT ARRIVES TO THE BUYER'S
PREMISES.
THE SELLER SHALL BEAR IN FULL EXPENSES FOR PAYING AIRFARE AND DAILY ALLOWANCE OF
THE SELLER'S TECHNICAL STAFF. THE BUYER SHALL PROVIDE THE TRANSPORTATION OF THE
SELLER'S TECHNICAL STAFF FROM THE PLACE OF RESIDENCE IN THE TOWN OF
SLAVYANSK-ON-KUBAN TO THE PLACE OF INSTALLATION OF THE EQUIPMENT AND BACK.
THE SELLER BEARS FULL RESPONSIBILITY FOR PAYMENTS OF HIS TECHNICAL STAFF TO THE
BUYER'S LOCATION. THE BUYER BEARS FULL RESPONSIBILITY FOR THE SELLER'S TECHNICAL
STAFF CONSISTING OF MEALS AND ACCOMMODATION OF THE SELLER'S EMPLOYEES.
8.2. AFTER ALL PARTS OF THE EQUIPMENT ARRIVE TO THE BUYER'S TERRITORY, WITHIN
THREE DAYS, THE SELLER AND THE BUYER SHALL SIGN THE TRILATERAL RECORD OF
ACCEPTANCE OF THE EQUIPMENT REGARDING ITS QUALITY AND COMPLETENESS.
THE RECORD SHALL CONTAIN THE FOLLOWING CLAUSES:
A) THE DESCRIPTION OF VISUALLY DETECTED DEFECTS OF THE PARTS, COMPONENTS AND
UNITS OF THE EQUIPMENT, STATING THE POSSIBLE REASON OF THEIR INITIATION;
B) THE COMPLETENESS OF THE EQUIPMENT;
C) THE PERSON MADE RESPONSIBLE FOR ELIMINATING DEFECTS;
D) MEASURES AND SCHEDULE FOR ELIMINATING THE DETECTED DEFECTS.
8.3. THE INSTALLATION OF THE EQUIPMENT SHALL BE CARRIED OUT BY THE BUYER AT THE
ADDRESS: 000 XXXXXXXXX XXX., XXXXXXXXX-XX-XXXXX, XXXXXX.
8.4. WITHIN 40 DAYS AFTER RECEIVING THE DOWN PAYMENT, THE SELLER SHALL INFORM
THE BUYER ABOUT THE REQUIREMENTS FOR THE PREPARATION OF THE SITE AND TRANSFER
INSTALLATION DRAWINGS.
BEFORE THE DELIVERY OF THE EQUIPMENT, THE BUYER SHALL PERFORM NECESSARY WORK ON
PREPARATION OF THE INSTALLATION SITE ACCORDING TO THE REQUIREMENTS OF THE
TECHNICAL DOCUMENTATION UNDER THE CLAUSE 6.1. OF THE PRESENT CONTRACT.
8.5. THE FINAL ACCEPTANCE SHALL BE CARRIED OUT BY REPRESENTATIVES OF THE SELLER
AND THE BUYER ACCORDING TO THE RESULTS OF PUTTING THE EQUIPMENT INTO OPERATION
AT THE ADDRESS: 000 XXXXXXXXX XXX., XXXXXXXXX-XX-XXXXX, XXXXXX, AT THE PERIOD
SPECIFIED BY THE CONTRACT, BY MUTUAL AGREEMENT THAT WARRANTY FIGURES HAVE BEEN
ACHIEVED.
8.6. CONSIDERING ALL CONDITIONS OF ACCEPTANCE, THE REPORT OF ACCEPTANCE AND
PUTTING INTO OPERATION OF THE EQUIPMENT SHALL BE DRAWN UP AND SIGNED IN TWO
COPIES, STATING THE OBJECT AND THE DATE OF ACCEPTANCE BY THE REPRESENTATIVES OF
THE PARTIES, WITHIN 2 (TWO) DAYS FROM THE MOMENT WHEN FOR THE FIRST TIME THE
TERMS FOR ACCEPTANCE WERE MET, BUT NOT LATER THAN 4 MONTHS OF THE DATE OF
DELIVERY OF THE EQUIPMENT UNDER THE CLAUSE 1.3. OF THE PRESENT CONTRACT.
8.7. THE BUYER'S COMMITMENTS:
1) THE BUYER SHALL EXECUTE CUSTOMS CLEARANCE OF THE EQUIPMENT ON THE TERRITORY
OF THE RUSSIAN FEDERATION.
2) DURING THE INSTALLATION WORK THE BUYER SHALL PROVIDE FREE OF CHARGE THE
SELLER'S EMPLOYEE WITH THE FIRST MEDICAL AID WITHIN THE POSSIBILITIES AVAILABLE
AT THE PREMISES OF THE BUYER.
3) THE BUYER SHALL PROVIDE FACILITIES FOR PERFORMING INSTALLATION WORK.
9. PACKING AND MARKING
9.1. THE EQUIPMENT SHALL BE PACKED IN A FASHION SUITABLE TO BE PREVENTED DURING
TRANSPORTATION FROM DAMAGE CAUSED BY DAMPNESS, RUST, IMPACT AND EROSION. THE
PACKAGING SHALL MEET THE REQUIREMENTS OF FREIGHT TRANSPORTATION.
9.2. THE SELLER SHALL INCUR LIABILITIES TO THE BUYER FOR ANY DAMAGE AND LOSS OF
GOODS ATTRIBUTABLE TO INADEQUATE OR IMPROPER PACKAGING.
9.3. OVERALL DIMENSIONS, GROSS WEIGHT, NET WEIGHT OF EACH PACKAGE AND ALL
NECESSARY SAFETY TIPS, SUCH AS "DO NOT TURN OVER", "KEEP AWAY FROM MOISTURE",
"HANDLE WITH CARE", "HOOK-ON POINT", SHALL BE STENCILLED ON THE SURFACE OF EACH
PACKAGE WITH NONFADING STAIN.
9.4. THE SELLER SHALL COMPILE A DETAILED PACKING LIST FOR EACH PACKAGE
INDICATING THE NAMES OF PACKED ITEMS, THEIR QUANTITY, TYPE (MODEL), SERIAL
NUMBER, POSITION NUMBER IN THE SPECIFICATION, GROSS AND NET WEIGHTS, THE
CONTRACT NUMBER, TRANS NUMBER.
9.5. ONE COPY OF THE PACKING LIST IN A WATERPROOF ENVELOPE SHALL BE ENCLOSED
INTO THE BOX WITH THE EQUIPMENT, AND ANOTHER COPY COVERED WITH A TIN PLATE SHALL
BE ATTACHED TO THE EXTERNAL SIDE OF THE BOX.
9.6. EACH BOX SHALL BE MARKED AT ITS SIDES AND ON THE TOP. EACH PACKAGE SHALL BE
MARKED BY INDELIBLE PAINT WITH THE FOLLOWING (IN RUSSIAN AND IN ENGLISH):
TOP
WITH CARE
DO NOT TURN OVER
ZAO "SAD-GIGANT KHOLOD"
CONTRACT NO.
POSITION OF EQUIPMENT
PACKAGE NO.
GROSS WEIGHT KG
NET WEIGHT KG
BOX DIMENSIONS IN CM
(LENGTH, WIDTH, HEIGHT)
9.7. BOXES WEIGHING 500 KG AND MORE, OR OVER 1M IN HEIGHT, SHALL HAVE THE
INDICATION OF THE CENTRE OF GRAVITY.
9.8. EACH BOX SHALL BE MARKED WITH FRACTIONAL NUMBERS WHERE THE NUMERATOR SHALL
INDICATE THE SEQUENCE NUMBER OF THE BOX, AND THE DENOMINATOR - THE TOTAL AMOUNT
OF PACKAGES OF ONE COMPLETE UNIT OF THE EQUIPMENT.
10. INSURANCE
10.1 THE BUYER SHALL ASSUME ALL RESPONSIBILITIES AND EXPENSES ON INSURANCE OF
THE EQUIPMENT BEING DELIVERED UNDER THE PRESENT CONTRACT FROM THE TIME OF ITS
DISPATCH FROM HAIFA PORT UNTIL THE MOMENT WHEN THE EQUIPMENT ARRIVES TO THE
PLACE OF DELIVERY, ACCORDING TO THE CLAUSE 1.3. OF THE PRESENT CONTRACT.
11. FORCE MAJEURE
11.1. THE PARTIES SHALL BE RELEASED FROM RESPONSIBILITY FOR A PARTIAL OR
COMPLETE DEFAULT ON OBLIGATIONS UNDER THE CONTRACT, SHOULD THIS DEFAULT BE
CAUSED BY THE FORCE MAJEURE CIRCUMSTANCES, NAMELY, STRIKES, FIRE, INUNDATION,
EARTHQUAKE, WAR, AS WELL AS OTHER CIRCUMSTANCES BEYOND BOTH SIDES' CONTROL, AND
IF THESE CIRCUMSTANCES DIRECTLY AFFECTED THE EXECUTION OF THE PRESENT CONTRACT.
11.2. THE PARTY, BEING UNABLE TO FULFIL ITS OBLIGATIONS UNDER THE PRESENT
CONTRACT, SHALL INFORM THE OTHER PARTY WITHIN 3 DAYS ABOUT THE APPROACH AND
CESSATION OF THE ABOVE MENTIONED CIRCUMSTANCES.
CERTIFICATES ISSUED BY THE CHAMBER OF COMMERCE OF THE SELLER'S OR THE BUYER'S
COUNTRY RESPECTIVELY SHALL SERVE AS A PROPER EVIDENCE OF EXISTENCE OF THE ABOVE
MENTIONED CIRCUMSTANCES AND THEIR DURATION.
11.3. IN CASE THE ABOVE MENTIONED CIRCUMSTANCES CONTINUE FOR OVER 30 DAYS, THE
PARTIES SHALL MEET AND CO-ORDINATE THEIR FURTHER ACTIONS UNDER THE PRESENT
CONTRACT.
12. ARBITRATION
12.1. THE SELLER AND THE BUYER SHALL TAKE ALL POSSIBLE MEASURES TO SETTLE
AMICABLY ALL DISPUTES OR DISAGREEMENTS ARISING FROM THE PRESENT CONTRACT OR IN
CONNECTION WITH IT.
12.2. IN CASE THE PARTIES FAIL TO AGREE, THE MATTER SHALL BE SETTLED BY THE
LONDON ARBITRAGE, UNITED KINGDOM.
12.3. THE ARBITRAL AWARDS SHALL BE FINAL AND BINDING UPON BOTH PARTIES.
12.4. SHOULD A DISPUTE ARISE IN THE LONDON ARBITRAGE WITH RESPECT TO THE
INTERPRETATION OF THIS AGREEMENT, THE ENGLISH VERSION SHOULD PREVAIL.
13. OTHER CONDITIONS
13.1. THE SELLER GUARANTEES TO THE BUYER THAT HE POSSESSES THE REQUIRED SCOPE OF
RIGHTS TO ALL RELEVANT PATENTS AND INVENTIONS CONCERNING THE DELIVERED
EQUIPMENT.
13.2. ALL DUES, TAXES AND CUSTOMS FEES INCURRED ON THE TERRITORY OF THE SELLER'S
COUNTRY SHALL BE BORNE BY THE SELLER, AND ON THE TERRITORY OF THE BUYER'S
COUNTRY - BY THE BUYER.
13.3. ALL APPENDIXES AND MODIFICATIONS OF THE PRESENT CONTRACT SHALL BE
CONSIDERED TO BE ITS INTEGRAL PARTS, IF THEY ARE EXECUTED IN WRITTEN FORM AND
SIGNED BY TWO PARTIES.
13.5. NEITHER PARTY IS ENTITLED TO ASSIGN TO A FORTH PARTY ITS RIGHTS,
OBLIGATIONS AND INFORMATION UNDER THE PRESENT CONTRACT WITHOUT THE WRITTEN
CONSENT OF THE PARTIES HAVING SIGNED THE PRESENT CONTRACT.
13.6. ALL AGREEMENTS, NEGOTIATIONS AND CORRESPONDENCE BETWEEN THE PARTIES
CONCERNING THE ISSUES STATED IN THE PRESENT CONTRACT, WHICH OCCURRED BEFORE THE
CONTRACT HAS BEEN SIGNED, LOOSE THEIR FORCE STARTING FROM THE DATE OF SIGNING OF
THE CONTRACT.
13.7. THE PRESENT CONTRACT HAS BEEN PREPARED AND SIGNED IN ENGLISH AND RUSSIAN
IN TWO COPIES.
1 COPY FOR THE BUYER
1 COPY FOR THE SELLER
14. EFFECTIVE DATE
14.1. THE PRESENT CONTRACT SHALL BECOME EFFECTIVE ON THE DATE OF SIGNING BY THE
PARTIES AND SHALL BE IN FORCE UNTIL BOTH PARTIES COMPLETELY FULFIL THEIR
OBLIGATIONS.
ALL NOTICES, REQUESTS OR MESSAGE EXCHANGE BETWEEN THE PARTIES UNDER THE PRESENT
CONTRACT SHALL BE IN SENT IN WRITING IN ENGLISH AND/OR IN RUSSIAN SIGNED BY THE
AUTHORIZED REPRESENTATIVE OF THE SENDING PARTY, AS WELL AS BY CABLE OR FAX (WITH
IMMEDIATE WRITTEN CONFIRMATION OF RECEIPT).
15. LEGAL ADDRESSES OF THE PARTIES
THE SELLER:
"ORGANITECH LTD" (X.X.XXX 700, YOQNEAM, 20692,
TEL:x000 00000000
FAX: x000 00000000
THE SELLER'S BANK:
BANK LEUMI LEISRAEL
CENTRAL BRANCH HAIFA
ISRAEL
BANK-10
BRANCH-876
ACCOUNT - 193300/11
SWIFT CODE-XXXXXXXXXXX
ACCOUNT NAME-ORGANITECH LTD
THE BUYER:
ZAO "SAD-GIGANT XXXXXX"
000 XXXXXXXXX XXX.,
XXXXXXXXX-XX-XXXXX
XXXXXXXXX XXXX, XXXXXX
TEL: +7 (86146) 4 40 91
FAX: +7 (86146) 4 40 91
INN 2349025522
KPP 2349001001
OGRN 1052327424753, DATE OF REGISTREISN
23/05/2005
THE BANK OF THE BUYER:
SLAVYANSKOYE OSB 1818 SLAVYANSK-ON-KUBAN OF THE YUGO-ZAPADNY SAVINGS BANK OF THE
RF THE CITY OF ROSTOV-ON-DON
CORRESPONDENT ACCOUNT 30101810600000000602
SETTLEMENT ACCOUNT 4070281063018010101312
BIK 046015602
APPENDIXES TO THE CONTRACT:
APPENDIX NO.1
SPECIFICATION OF THE EQUIPMENT.
APPENDIX NO. 2
WARRANTY OF QUALITY OF THE EQUIPMENT.
ON BEHALF OF THE ON BEHALF OF THE
SELLER BUYER
Xxxx Xxxxxx ALEXANDER KLAD
________________ ________________
APPENDIX NO.1 TO THE CONTRACT
DATED _________________
NO.___________________
SPECIFICATION OF THE EQUIPMENT
TOTAL IN US
NO. ITEM UNITS DOLLARS
------ ----------------------------------------------------------------------- ------- -------------
1. WATERBED SEALING AND INSULATION SYSTEM 10 000
PP OVERFLOW 240
885 000
MID-BED SEPERATION SYSTEM INCLUDING PLASTIC CORD, SUPPORT & HOLDERS 240
WATERBED SUPPORT SYSTEM INCLUDING ADJUSTABLE LEGS, METAL BASE & METAL FRAME 10 000
2. X PISTON SET 240
Y PISTON SET 240 190 000
HIGH PRESSURE AIR SYSTEM INCLUDING DRIERS, PIPES & SOLENOIDES CONSULE 20
3. CIRCULATOIN PUMPS 21
REVERSE OSMOSIS SYSTEM INCLUDING CONTROL PANEL, HIGH PRESSURE PUMP, BB
FILTERS & FILTRATION MEMBRANE 1
PURIFIED WATER TANKS (1500 L) 4 184 000
FERTILIZATION UNIT INCLUDING 4 DOSING PUMPS 1
FERTILIZER TANKS (1500 L) 2
FERTILIZER TANKS (100 L) 2
4. ELECRICITY SYSTEM 1
ELECTRONICS CONTROL AND MONITOR SYSTEM INCLUDING MAIN ELECTRIC BOARD, 285 000
SUB-BOXES, WIRING, ELECTRIC BOARDS 9
5. POLYSTYRENE GROWING TRAYS (6 HOLES) INCLUDING SPACER 41 000 192 700
6. MAIN CONTROL ROOM 1 270 000
7. CLIMATE CONTROL SYSTEM INCLUDING MISTERS, THERMAL SCREEN, WATER HEATING
SYSTEM, AIR HEATING SYSTEM, EVAPORATIVE COOLER & FANS 11 000 270 000
8. GREENHOUSE STRUCTURE (110 TON) 11 000
CORRUGATED POLYCARBONATE GLAZING 12 670 350 000
DOUBLE POLYCARBONATE GLAZING 3 300
9. INSTALLATION WORK 100 000
TOTAL: 2 726 700
ON BEHALF OF THE ON BEHALF OF THE
SELLER BUYER
XXXX XXXXXX ALEXANDER KLAD
________________ ________________
APPENDIX NO. 2 TO THE CONTRACT
DATED _________________
NO.___________________
GT 2500 WARRANTY OF QUALITY OF THE
EQUIPMENT
IT IS WARRANTED THAT:
1. THE QUALITY OF THE SUPPLIED EQUIPMENT SHALL CORRESPOND TO THE TECHNICAL
CONDITIONS INDICATED IN THE PRESENT CONTRACT OR IN THE APPENDIXES DULY SIGNED ON
JUNE 26TH 2005.
THE SUPPLIED EQUIPMENT CORRESPONDS TO THE HIGHEST STANDARDS EXISTING IN THE
SELLER'S COUNTRY FOR THIS TYPE OF EQUIPMENT AT THE TIME OF THE EXECUTION OF
CONTRACT;
HIGH QUALITY MATERIALS, FIRST-RATE MACHINING AND ASSEMBLING WERE USED FOR THE
PRODUCTION OF THE EQUIPMENT;
2. THE SELLER WARRANTS HIGH-QUALITY AND FAULTLESS OPERATION OF THE EQUIPMENT FOR
12 MONTHS FROM THE DATE OF COMMISSIONING.
3. IF DURING THE WARRANTY PERIOD THE EQUIPMENT PROVES TO BE DEFECTIVE OR DOES
NOT CORRESPOND TO THE CONDITIONS OF THE CONTRACT, DOES NOT ACHIEVE THE SPECIFIED
EFFICIENCY OR LOSES IT, THE SELLER SHALL, AT THE SELLER'S OWN EXPENSE AND AT THE
BUYER'S OPTION, ELIMINATE THOSE DEFECTS OR REPLACE THE DEFECTIVE EQUIPMENT WITH
THE ADEQUATE QUALITY EQUIPMENT, WHICH SHALL BE DELIVERED TO THE BUYER'S PREMISES
WITHOUT DELAY.
4. AT THE SELLER'S REQUEST, THE DEFECTIVE EQUIPMENT OR PART THEREOF UPON
DELIVERY OF THE NEW EQUIPMENT OR PARTS THEREOF SHALL BE RETURNED TO THE SELLER
AT THE SELLER'S OWN EXPENSE. SUCH REQUEST SHALL BE MADE NOT LATER THAN THREE
MONTHS OF THE DATE OF RE-EQUIPMENT.
5. IF DEFECT ELIMINATION IS EFFECTED BY AGREEMENT AMONG THE PARTIES AND BY THE
BUYER'S MANPOWER, THE SELLER SHALL COMPENSATE THE BUYER THE EXPENSES INCURRED
THEREWITH.
6. IN CASE OF REPAIR OR REPLACEMENT OF THE FAULTY EQUIPMENT OR PARTS THEREOF,
THE WARRANTY PERIOD FOR THE BASIC EQUIPMENT SHALL BE EXTENDED FOR THE TIME,
DURING WHICH THE EQUIPMENT WAS IDLE DUE TO THE DETECTED DEFECT.
7. NEW WARRANTY PERIODS, EQUAL TO ORIGINAL PERIODS, SHALL BE FIXED FOR THE PARTS
OF THE EQUIPMENT SUPPLIED IN REPLACEMENT OF DEFECTIVE ONES.
WARRANTED AND APPROVED BY:
XXXX XXXXXX
CEO ORGANITECH
ON BEHALF OF THE ON BEHALF OF THE
SELLER BUYER
XXXX XXXXXX ALEXANDER KLAD
________________ ________________
