Образец международного контракта (на англ. яз.)

____________ in the person of ___________, acting on the basis of its Articles of Associations hereinafter referred to as Seller on one hand, and _______________ in the person __________, acting on the basis of its Articles of Association, hereinafter referred to as the Buyer, on the other hand, with both of them hereinafter referred to as Parties have agreed as follows for subsequent delivery of the contractual subject to _________ in the person of its director ______________

1. Subject of the contract

The Seller delivers to the Buyer on DDP terms (incoterms-2000)   including _ names, namely ______________________, Hereinafter referred to as Commodity, will be delivered according to proforma invoice. The Buyer must accept and pay for the Commodity.1.2. Specification of the equipment

1.3 The Seller renders services as follows;

1.3.1. Receives Certificate of Compliance of __________ for the 3 pcs of equipment, namely;

1) ___________ 2)____________ 3) ______________________ -$

1.3.2. Provides the delivery of the equipment to the territory of _____________ -$

1.3.3. Provides the delivery of the equipment in _____________ - $

1.3.4. Provides custom clearance of the cargo -$

Total cost of services $

2.1.   The Seller undertakes as follows;

-    to deliver the Commodity in one batch using one 40 ft. container and one ___ft. container

-    to provide marking of the cargo, corresponding to the manufacturer's standards;

-    to make pre-sale preparation of the Commodity as required by the manufacturing factory

-    to produce the Certificate of Origin of the commodity;

The buyer undertakes to pay for the Contract.

2.2. The Destination point is _________________

3.1. 90 days since remitting of the advance payment as stipulated in point 5.5.

4. Acceptance and handing over of the Commodities

4.1. Acceptance and handing over of the Commodities should be performed by signing the Act of Acceptance and Handing Over by the representatives of the Parties concerned.

4.2. There are documents attached to the equipment as follows:
Transport documents;
Commercial invoice;
Certificate of origin;

User manual.

Reference note of Commerce and Industry Chamber of PR China concerning the cargo cost, attested by General Consulate of Russia.

5.1. Total price of the Commodity and related services is $

5.2. The Seller prepares a Bill for payment to the Buyer 90 days prior to delivery.

5.3. In case of delay in delivery of more than 10 days the Seller must repay to the Buyer for non delivered Commodities.

5.4. The price of the equipment itself is $, the price of related services is $

5.5 Contractual payment is performed in three stages. 50% of the equipment price is remitted by T/T to the manufacturing plant during 5 bank days since receiving of the original contract and invoice.

5.6 Second payment including 50% of the equipment price is remitted 30 days since presenting of the PR China Custom Declaration’s copy but prior to the handing cargo to the cargo carrier. 

5.7 Third payment is performed 14 days since handing over a copy of the Bill of Lading but prior to the cargo arrival to the custom territory of Russia. In case of the delay of the third payment the Buyer pays all penalties for the stay of containers at the custom of RF

First payment is –$

Second payment is –$

Third payment is -$

5.8 In the case when the Buyer delays the payments, stipulated in pp 5.5 and 5.6. of the present Contract, the Seller is entitled for interests from the delayed payment, beginning from the moment when the payment should have been performed to the time of its actual performance.

5.9 The interests are 0.1% above average bank rate for short-term credit for first-class debtors, they are to be calculated in the payment currency in the place of payment, if there’s no such a rate, it should be calculated at the same rate in the country of the currency of payment. If there’s no rate in any other place, the interests are to be determined by the rate stipulated by the Law of country of the currency of payment

6.1.   The commodity' s quality should conform to valid standards of the country of the manufacturer and to technical requirements of the Buyer.

6.2.   The Seller guarantees as follows;

6.3. If the defects are corrected by the Buyer by mutual agreement of  the parties concerned, the Seller must make for the related Buyer expenses.

6.4. The Seller is not responsible for faults and damages done to the Commodity after its delivery.

6.5. The reclamation concerning the quality and quantity can be placed not later than 21 days since delivery and 45 days since delivery, respectively. The content and substantiation of the reclamation should be confirmed by a corresponding act of the Commerce and Industry Chamber. The Act should include as follows;

# of the Contract 

Date of delivery of the Commodity

Date of the examination

Name of the product

Quantity in the Bill 

Actual quantity 

Technical Condition of the Commodity.

7.1. The parties concerned bear no responsibility for complete and partial non-performance of their contractual terms in the case of force majeur circumstances, including; natural calamities, war, any type of military operations, at this time of performance of the obligations is to be postponed according to the time of effect of such circumstances..

7.2. In the case when such circumstances last for more than 6 months, each Party has right to refuse further performance of its obligations stipulated in the present Contract, and in this case no one Party concerned is entitled for compensation of the possible losses by the other Party.

7.3. The Party, that owing to the above mentioned circumstances, can not perform its obligations stipulated in the present Contract, must inform the other Party concerned immediately and not later than 5 days since occurrence of force-majeur circumstances.

7.4. The proof of the presence of the above circumstances and their duration can be official documents, acceptable for each specific case.

8.1. In case of delivery of the Commodity of poor quality, the Buyer is entitled to make demands to the Seller as follows;:

- To decrease the price proportionally;

- To eliminate the defects without indemnity in reasonable time;

- To make for the Buyer’s expenses for elimination of defects;

- To replace the Commodity of poor quality by the contractual one;

- To refuse the performance of the Contract and demand to repay the money paid for the Commodities.

8.2 In the case when the Buyer delays the payment, the Buyer pays to the Seller a penalty of 0.01% of the due payments for each day of delay.

8.3.In the case of delayed delivery or incomplete delivery the Seller pays to the Buyer a penalty of 0.01% of the price of the non delivered Commodities for each day of the delay.

8.4.In the case of non-delivery (incomplete delivery) of the Commodity, stated in the corresponding Specification, the Seller 

8.5. If the Seller fails to produce the documents stipulated in p.4.2 of the present Contract, the penalties for delayed custom 

registration and custom clearance of the Commodities, as well as related expenses of the Buyer must be compensated by the   Seller during 30 days since preparation of the bill

8.6. In the case of non-observance the time of repaying, as stipulated in pp. 5.3. of the present Contract, the Seller must pay to

the Buyer a penalty of 15% of the money to be repaid

8.7. The Seller bears no responsibility for the delay of delivery caused by the fault of rail roads of Russia and Custom Committee of RF.

ARBITRATION. All disputes, disagreements or claims arising from the present Contract or related to it, including those dealing with its performance, breach, cancellation or invalidity should be brought to the Arbitration Court (excluding those cognizable to State Coutrs).

The Arbitration process will take place at the defendant’s country. At the territory of PR China the arbitrage hearing will take place in International Economic and Trade Arbitration Committee attached to CCPIT in Beijing, in accordance with the procedures of this Committee. At the territory of Russia the arbitrage hearing will take place in the International   Commercial Arbitration court attached to the Chamber of Commerce and Industry of Russian federation in Moscow, in accordance with the regulations of this Arbitration Court.

The arbitration makes its definitive decision which is compulsory for both parties. The costs are taken by the party at fault

10.1. The present Contract goes into effect since its signing and is valid up to complete performance of the contractual obligations by both parties.

10.2. Any amendments and additions to the present contract must be done in writing and signed by authorized representatives from both parties concerned.

10.3. After signing of the present contract all the preceding negotiations and correspondence . become invalid.

10.4. The text of the present contract is worked out in two copies, both have equal legal force. Each Party has one copy of the Contract.

Address and Signatures

Seller:                                                                                                                                                                                          Buyer:     4, Haoyuan, F Building, Xinheng Xiandaicheng, Nanzhilu Street, Harbin, China