PURCHASE AND SALE AGREEMENT #120300/1
Moscow City April 12, 2000
[Midix]Closed Joint Stock Company in the person of Director Mr. Budievsky G.A.
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 (books) and the
Buyer shall be responsible for payment 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. 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 determined by
the Seller's price list. 2.2 The price for Goods shall be fixed in invoices and
waybills accompanying each lot. 2.3 The price for Goods shall include the value
of goods and packing.
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 complying with certificates, other technical documents
and sanitary standards and rules, to the Buyer in event of their
availability in stock at the Sellers' warehouses against the
order placed by the Buyer no later than 24 hours from the moment
of order receipt.
3.1.2 The Seller shall be responsible for replacement of defective
Goods 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 provision of quality
guarantees for the Goods within the limits of manufacturer
guarantees.
3.1.6 The Seller shall be responsible for daily provision of
information on availability of the Goods at its warehouse in
accordance with the price list to the Buyer in electronic form.
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. Goods Value and Settlement Procedure
4.1 The Goods lot value shall be established in Russian Rubles and defined as
the quantity of corresponding name items multiplied by their price as set
forth in Section 2.1.
4.2 The payment date shall be deemed the date of receipt of funds at the
Seller's settlement account.
4.3 The Buyer shall pay for the Goods by remittance of funds to the Seller's
settlement account according to order and invoice by way of 100%
prepayment with the remaining amount to be remitted within _____ days
from the Goods receipt date.
4.4 By approval of the parties cash payment shall be acceptable in compliance
with the Russian Federation legislation.
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 The parties agree
to maintain strict confidentiality with respect to the conditions of this
Agreement and any information pertaining to conduct of business by the
other party in connection with this Agreement and will not make any
public declarations regarding these conditions except prior written
permission of the other party.
8.3 This Agreement including Addendums supersedes any preliminary agreements,
regulations, written and oral representations relating to the subject
matter hereof.
8.4 During two working days from the signature date of this Agreement, the
parties present their responsible persons (one from each party) for the
purpose of technical interaction for data exchange between information
systems of the Seller and the Buyer.
8.5 Within two weeks from the signature date of this Agreement, the parties'
working groups under the management of responsible persons shall approve
all the details of technical interaction for exchange of information
about the Goods and prepare the Protocol on information exchange and
update procedures, which shall be approved by authorized representatives
of both parties and shall be an integral part of this Agreement.
9. Parties' Addresses and Information
SELLER BUYER
Company full name: Company full name:
[Midix]Closed Joint Stock Company [Oxiris]Closed Joint Stock Company
Legal address: 0 Xxxxxxx Xx., Xxxxx 2, management office Legal address:
Moscow ZIP Code 117607 00 Xxxxxxxxxx Xxxxx, Xxxxxx XXX Xxxx 000000
Telephone: x0(000) 000-0000 Telephone: x0(000) 000-0000
Fax: x0(000) 000-0000 Fax: x0(000) 000-0000
Bank name: Bank name:
[Alfa Bank]Open Joint Stock Company [EuroWestSibBank]Joint Stock Commercial Bank
Settlement account: 40702810200000005622 Settlement account: 40702810700030000049
BIK: 044525593 BIK: 044585726
Correspondent account: 30101810200000000593 Correspondent account: 30101810000000000726
TIN: 7729051461 TIN: 7706200205
OKONKh 71100 OKONKh 71100, 71200
OKPO 17977839 OKPO 51260913
Managing Director
[Oxiris] Closed Joint Stock Company
(Signature) Budievsky G.A. (Signature) Dolgov V.A.
(Seal) (Seal)
April 12, 2000 April 12, 2000
Protocol to the Agreement # __________ of 2000
Provided Information Format Specification
1. Provided data format (database type):__________________________________
2. Transmitted information update format:_________________________________
3. Updated information transmission method:_______________________________
4. General goods information:
4.1 [ ] Literary work title in Russian
4.2 [ ] Literary work title in English
4.3 [ ] Author(s) full name(s) in Russian
4.4 [ ] Author(s) full name(s) in English
4.5 [ ] Original language
4.6 [ ] Translation language
4.7 [ ] Publication year
4.8 [ ] Publisher, city
4.9 [ ] Number of pages
4.10 [ ] Binding type
4.11 [ ] BBK
4.12 [ ] Universal Decimal Classification (UDC)
4.13 [ ] ISBN
4.14 [ ] Dimensions
4.15 [ ] Weight
4.16 [ ] Annotation
5. Goods commercial information:
5.1 [ ] Goods price
5.2 [ ] Goods availability at warehouse
SELLER BUYER
(Signature) /s/Budievsky G.A. (Signature) /s/Dolgov V.A.
----------------- ---------------
Budievsky G. A. Dolgov V.A.
(Seal) (Seal)
