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EXHIBIT 10.24
PURCHASE CONTRACT #250400/00k
Moscow April 25, 2000
Limited Liability Company "Sparrk" represented by its Director General Barkov
S.A. acting on the basis of the Bylaws, hereinafter referred to as the Seller,
on the one hand, and Close Joint-Stock Company "OXIRIS", hereinafter referred to
as the Buyer, represented by Dolgov V.A. acting on the basis of the Bylaws, on
the other, have signed the present Contract as follows:
1. SUBJECT OF THE CONTRACT
1.1. The Seller shall transfer and the Buyer shall pay for the Goods (books)
specified in the Seller's price list in accordance with the present
Contract.
1.2. The transfer of the Goods shall be effected upon the Buyer's oral or
written request. The amount and assortment of the Goods are indicated in
waybills enclosed to every consignment of the Goods.
2. PRICE OF THE GOODS
2.1. The price for the Goods is fixed in Russian rubles and determined by the
Seller's price list.
2.2. The price for the Goods is specified in invoices and waybills enclosed to
every consignment of the Goods.
2.3. The price of the Goods includes the cost of the Goods and packing.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Seller shall:
3.1.1. provide the Buyer with the Goods of the proper quality conforming
to certificates, other technical documents and sanitary norms and
regulations if the Goods in question are available at the Seller's
warehouse against an order placed by the Buyer within 24 hours of
the order receipt.
3.1.2. replace substandard goods within 5 (five) days of the notification
of the same. Goods are considered to be substandard if they bear
apparent or latent defects or have been rejected by third parties
due to defects emerged through the Seller's fault which were not
mentioned at the transfer or if their content does not meet the
requirements of the current legislation.
3.1.3. if the Goods are not available at the Seller's warehouse, inform
the Buyer of a possible delivery date within 24 hours.
3.1.4. draw up ... documents.
3.1.5. extend the quality guarantee for the Goods in the framework of the
manufacturer's guarantees.
3.1.6. once a week notify the Buyer by e-mail of the availability of the
Goods at the Seller's warehouse according to the Sellers' price
list.
3.2. The Buyer shall:
3.2.1. transfer the Goods from the Seller's warehouse in Moscow at his
own account.
3.2.2. during the transfer of the Goods, check their quantity and
assortment, draw up the appropriate documents, notify the Seller
of any defects detected during the transfer. The Buyer has the
right to reject the Goods if do not conform to the requested
assortment or quantity.
4. PRICE OF THE GOODS AND TERMS OF PAYMENT
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4.1. The price of a consignment of the Goods is fixed in rubles and equals the
number of units of certain Goods multiplied by their price according to
item 2.1.
4.2. The payment date is a date when the funds are entered to the Seller's
settlement account.
4.3. The Buyer pays for the Goods by the transfer of money to the Seller's
settlement account according to the request and invoice not later than 20
days from the date the Goods are received.
4.4. Provided that it is agreed upon, the parties can pay cash in accordance
with the RF legislation.
5. RESPONSIBILITY OF THE PARTIES
5.1. If any of the parties does not observe any provision hereof, the disputes
shall be settled by means of mutual agreements. If the parties do not come
to an agreement, the matter is to be submitted for settlement to the
International Arbitration Court attached to Moscow Chamber of Commerce and
Industry.
6. TERM OF VALIDITY AND CANCELLATION PROCEDURE
6.1. The Contract takes effect from the moment of its signing by the parties'
authorized representatives.
6.2. The validity term of the present Contract is one calendar year. Upon its
expiration the Contact term is automatically extended for every subsequent
term unless either of the parties has notified the other in writing before
the expiration date of the Contract cancellation or revision.
6.3. The present Contract may be cancelled according to the will of either of
the parties upon written notification to the other party not later than a
month before the Contract cancellation moment.
7. FORCE-MAJEURE
7.1. In the occurrence of circumstances of force-majeure caused directly or
indirectly by such factors as flood, fire, earthquake, epidemics,
hostilities, military upheaval, terrorist acts, civil disturbances,
strikes, instructions, orders or other administrative interference on
behalf of the government or other resolutions, administrative or
governmental restrictions affecting the execution of the obligations
hereof, or other circumstances beyond the parties' reasonable control, the
time of the fulfillment of the Contract obligations is extended for the
period during which such circumstances last, if they have a considerable
effect on a timely execution of the whole Contract of the part of it which
is subject to execution after the occurence of force-majeure. Both parties
should immediately notify each other in writing of the beginning and
cessation of the force-majeure circumstances which hamper the execution of
the Conract obligations. The Party referring to the force-majeure
circumstances is obliged to prove this by a document issued by a relevant
state authority.
8. OTHER TERMS AND CONDITIONS
8.1. The Contract may be altered or amended by the parties' written agreement
signed by the parties' authorized representatives.
8.2. The parties agree to keep the Contract conditions and any information
concerning the other party's activities connected with the present Contract
strictly confidential and not to make any public statements regarding these
conditions unless a written consent of the other party is received.
8.3. The present Contract along with the Annexes shall substitute for any prior
arrangements, regulations, written and oral agreements relating to the
subject hereof.
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8.4. Within two working days of the date of signing hereof, the parties present
their employees (one person from both parties) in charge of organizing
technical interaction to exchange data between the information systems of
the Buyer and the Seller.
8.5. Within a fortnight of the date of the signing hereof the Party's working
groups under the direction of the employees in charge agree upon all
details of technical interaction to exchange information concerning the
Goods and draw up a Protocol of information exchange and update procedure
which is ratified by the parties' authorized representatives being an
integral part hereof.
9. ADDRESSES PARTICULARS OF THE PARTIES
THE SELLER THE BUYER
Full name of the organization: Full name of the organization:
LLC<> Close Joint-Stock Company<>
Legal address: 4, bld. 1 Marshala Legal address: 00 Xxxxxxxx Xxxxxx,
Xxxxxxxx Xxx., 000000 Xxxxxx 117802 Moscow
Phone: 000-0000, 000-0000 Phone: (000) 000-0000
Fax: 000-0000 Fax: (000) 000-0000
Name of the bank: Moscow Bank of Name of the bank: Joint-Stock
Joint-Stock Commercial Savings Bank of Commercial Bank <>
the RF, Department Tushinskoye Settlement account:
7973/01628 40702810700030000049
Settlement account: BIC: 044585726
40702810038210101289 Correspondent
BIC: 044525342 account:30101810000000000726
Correspondent account: TIN: 7706200205
30101810600000000342 OKONH: 71100, 71200
TIN: 0000000000 OKPO: 51260913
OKONH Director General of Close Joint-Stock
OKPO Company<>
Director General of LLC<> Signature
Signature Dolgov V.A.
Barkov S.A. Seal
Seal
April 25, 2000
e-mail: xxxxxx@xxxxxxxx.xx
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PROTOCOL TO CONTRACT #______OF <<____>>_____________2000
TECHNICAL SPECIFICATION OF THE PROVIDED INFORMATION
1. Format of the provided data (database type): Excel, dbf
2. Format of the transferred information update: Excel, dbf
3. Method of information update transfer: through e-mail
4. General information about the goods:
4.1. [ ] Title of the product in Russian
4.2. [ ] Title of the product in English
4.3. [X] Author's (authors') name (-s) in Russian
4.4. [ ] Author's (authors') name (-s) in English
4.5. [ ] Language of the original
4.6. [ ] Author of the translation
4.7. [X] Year of issue
4.8. [X] Publishing house, city
4.9. [X] Number of pages
4.10. [ ] Type of cover
4.11. [ ] BBK
4.12. [ ] UDK
4.13. [X] ISBN
4.14. [ ] Overall dimensions
4.15. [ ] Weight
4.16. [ ] Annotation
5. Commercial information about the goods:
5.1. [X] Price of the goods
5.2. [ ] Availability at the warehouse
THE SELLER THE BUYER
Director General Dolgov V.A.
LLC<> Signature
Barkov S.A. Seal
Signature
Seal
