CONTRACT OF COMMISSION AGENCY NO 32
Chelyabinsk 27th of July 2004
LLC "XXXXXXXX XXXXXX", hereinafter referred to as "Principal", represented
by the Director, Kislinskii V.P., acting on the grounds of the Charter, on the
one part,
LLC "EKSINTRA", hereinafter referred to as "Agent", represented by the
Executive Director Xxxxxxxx X.X., acting on the grounds of the Charter, on the
other part, have made the present Contract about the following:
1. SUBJECT OF THE CONTRACT
1.1. The Agent is liable under the Commission of the Principal for a fee to
conclude a Supply Contract with foreign buyers on his own behalf and at
Principals' account under conditions negotiated by the Parties of the present
Contract.
1.2. Acting on his own behalf, the Agent concludes purchase and sale
contracts with the third parties, hereinafter referred to as "Buyers".
1.3. The contracts conditions, quantity, quality, minimum selling price and
other provisions and Principal's instructions are given in Annexes being an
integral part of the present Contract.
2. AGENT'S LIABILITIES
Under the present Contract the Agent is liable:
2.1. To follow the Principal's instructions strictly and fulfill all
accepted liabilities in good faith.
2.2. To carry out necessary trading-marketing work independently, to find
the Buyers for Principal's goods, to conduct all pre-contract preparations and
conclude purchase and sale contract on his own behalf, in accordance with
Principal's instructions.
2.3. To bear liabilities for proper use of funds, comprising expenses and
costs during execution of Principal's Commission.
2.4. To accept the Principal's goods, meant for sale with all accompanying
documentation and assume measures for warehousing at the Principal's expense.
To bear responsibility for loss, shortage or damage of kept goods.
2.5. The Agent is obliged to sell goods at the
Agent
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price determined by the Principal. The Agent shall pay customs duty and bear
other expenses, connected with transportation of goods and then the Principal
shall reimburse all expenses to the Agent.
2.6. In case the quality or documentation nonconformity of goods is
disclosed, to inform immediately the Principal about discovered defects. The
Agent shall give a notice to the Agent about coming quality examination within
reasonable period.
2.7. To execute the present Contract and Principal's commissions the Agent
concludes contracts with the third parties on his own behalf, including goods
declaration and freight forwarding. The Agent shall inform the Principal about
current Custom brokers' fees, make payments to them for declaration and bear all
customs payments and other fees at the Principal's expense.
2.8. To submit the following documents to the Principal within 30 days upon
goods dispatch:
- a copy of Cargo Customs Declaration with all marks of customs authorities
of goods export;
- a copy of railway bill with marks of customs authorities;
- a copy of invoice
2.9. To transfer additional profit to the Principal in case the Agent
concludes a contract under more profitable conditions than specified in
Principal's Commission.
2.10. To inform the Principal within 2 (days) in case of unforeseen
circumstances preventing the conclusion of Contracts under the Principal's
conditions.
2.11. To submit the report, invoice for commissions, receipt for expenses
with attached copies of confirming documents, a copy of the Contract concluded
with the third Party, within five calendar days upon the execution of
Commission. The Commission is considered fulfilled upon placing of money to the
Principal's account in accordance with p. 5.1. of the present Contract.
The report is considered accepted if the Principal has no objections as for
commissions concerned within 5 calendar days upon the receipt of the report.
2.12. To conclude the supply Contract with the foreign Buyer, considering
reimbursement of railway tariff from the dispatch station to Naushki station, RF
border to the Principal by the foreign Buyer.
Agent
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3. PRINCIPAL'S LIABILITIES
Under the present Contract the Principal is liable:
3.1. To guarantee the Agent that the goods under the present Contract are
free from rights and claims of the third Parties.
3.2. To guarantee the goods quality, being in strict correspondence to the
specification, given in Annexes to the present Contract and determined by
quality certificate for each lot of goods.
3.3. To inform the Agent about the beginning and course of shipment at the
dispatch station by a facsimile message.
3.4. To inform the Agent about the number of shipped railcars, railway
bills, quantity in each railcar and send facsimile copies of railway documents,
specifications and quality certificates within 1 day upon the shipment.
3.5. To pay railway tariff from dispatch station to station Naushki, the
border of Russian Federation on conditions that foreign Buyer shall reimburse
the expenses.
3.6. To issue the disposal of goods order to the Agent 10 days prior to
projected shipment date.
3.7. To transfer the goods to the Agent under the conditions determined by
the Principal's Commission. Shipment date to be considered stamp date in the
railway receipt (railway bill) at the dispatch station.
3.8. To load goods in accordance with "Shipping Rules", "Technical
Conditions of Loading and Fastening" and other normative documents, applied for
railway vehicles.
3.9. In case the actual characteristics of goods do not correspond to
characteristics guaranteed before and in case the Buyers refuse to accept the
goods in this respect, the Principal shall reimburse all Agent's transportation
and distribution expenses, including warehousing.
3.10. On demand of the Agent the Principal is liable to submit the copies
of the contracts with manufacturers for Customs Authorities.
3.11. The Principal is liable to pay agent's commissions to the Agent in
accordance with p. 4.1. of the present Contract.
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4. COMMISSIONS AND COMPENSATION OF EXPENSES
4.1. Upon the execution of the Commission the principal shall pay
remuneration to the Agent at the rate of 1% contract value with foreign Buyer.
4.2. The Principal shall reimburse the Agent all expenses, which may arise
during execution of the Commission. The expenses shall be reimbursed only in
case the Principal gave his consent to incur such expenses.
4.3. Payment to be effected from the Principal's account upon the
acceptance of the report submitted by the Agent. The reimbursement of expenses
to be effected during final settlement or as agreed by the both Parties.
5. TERMS OF PAYMENT
5.1. Currency returns under the contracts with Buyers, including advance
payments, to be effected to the Agent's account. The Agent shall exchange
currency earnings (advance payments) and transfer money to the Principal's
account within three banking days upon the exchange. The Principal shall pay
commissions to the Agent within three banking days upon the receipt of funds, in
accordance with p. 4.1. and p. 5.2.
5.2. All payments for goods, including Agent's commissions, according to
Principal's Commission to be effected in xxxxx at the rate of USD CB RF,
specified by Cargo Customs Declaration.
5.3. The goods under the present Contract remains an object of property of
the Principal till the moment of its transfer to the foreign Buyer.
6. THE PARTIES'S LIABILITIES
6.1. In case of nonfulfillment or improper fulfillment of obligations under
the present contract the responsible Party shall reimburse the losses to the
other party.
7. CLAIMS
7.1. The claims as for the quantity and quality shall be based on
certificates, issued at the unloading
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place by independent surveyors. The certificates confirming quality and quantity
of the goods are obligatory for either of the Parties and may be the ground for
negotiations.
7.2. The party shall examine the claim and give an answer on the matter
within 30 days upon the receiving of the claim. If on expiry of this period the
party gives no answer on the matter, the claim shall be considered admitted.
7.3. Claim submission period considered 15 (fifteen) days upon the
receiving of Independent Examination Act.
8. FORCE-MAJEURE
8.1. The parties are released from responsibility for partial or complete
default of the obligations under the present contract if it was as a result of
the direct consequence of action of force majeure, as provided by point 3
Article 401 Civil Code RF. Force majeure circumstances shall be confirmed by the
Chamber of Commerce of the Russian Federation.
In case of force majeure the term of execution of the Contract shall be
prolonged proportionally to the duration period of such circumstances.
8.2. The Party unable to execute its obligations under the Contract shall
in written form within 1 day inform the other party of the commencement and
termination of the circumstances preventing performance of the Contract.
9. ARBITRATION
9.1. All disputes which can arise out or in connection with the present
Contract shall be solved by means of mutual negotiations. In case a mutually
acceptable decision cannot be reached, the dispute is referred to Arbitration
Court of Chelyabinsk Region, in accordance with current legislation of RF.
10. OTHER PROVISIONS
10.1. Contract period of validity is fixed from the moment of its
subscription and to the 31st of December 2005. As for liabilities concerned, the
Contract is valid till the complete fulfillment of all liabilities.
10.2. The present Contract is drawn out in duplicate valid equally.
10.3. All changes and alternations to the present contract are considered
valid only if they are made in written form and signed by the both parties under
the present Contract. Alterations and changes to the
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present Contract are considered valid if they are sent by fax or by telex, with
further exchange of originals.
10.4. After the Contract subscription all previous negotiations and
correspondence between the Parties are considered invalid.
10.5. The Parties shall act in accordance with the current legislation of
RF in all situations not specified by the present Contract.
11. PARTIES ADDRESSES AND BANKING DETAILS
PRINCIPAL:
LLC "VICTORIA LUMBER"
454080, Chelyabinsk,
Vitebskaya 2-B, office 1-A
TIN 7453102525 000000000
o/a 40702810572020105497 in XX Xxxxxx No. 8597,
Chelyabinsk
c/a 30101810700000000602
BIC 047501602
AGENT:
LLC "EKSINTRA"
Russia, Tomsk, Belinskogo Str. 54-49
TIN 7019029528/000000000
12436547
71100, 71200
o/a 40702810800040000019
in CB ROSPROMBANK
Tomsk Branch
c/a 30101810000000000781
BIC 000000000
T/FAX. (3822) 555 -078
SIGNATURES:
PRINCIPAL:
Director:
/S/ V.P. Kislinskii
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Xxxxxx X. Xxxxxxxxxx, Director
AGENT:
Executive Director
/S/ X.X. Xxxxxxxx
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X.X. Xxxxxxxx, Executive director
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