HỢP ĐỒNG MUA BÁN HÀNG HÓA QUỐC TẾ/ International Goods Purchase and Sale Contract

The following terms and definitions shall be used in the Contract:

ARTICLE - it is an item of Goods, which has its unique identification for the sales and mainly is characterized by definite color and /or size (i.e. it is an item of Goods that is sold to the retail consumers).

“CASELOT” PACKAGE (CASELOTS) – type of package when each export carton contains fixed quantity of the Goods of different sizes, but one style.

COLOR-STYLE - it is a group of articles, which has similar design/style, color, consumer characteristics, but which may differ only by sizes.

COMMERCIAL INVOICE, INVOICE – Invoice, issued by the MANUFACTURER for the delivered Goods.

CONFIRMED SAMPLE – unit of the Goods, technical characteristics, quality and completeness of which are agreed and approved by the Parties on the date of the Contract’s signing. Such unit is a sample for the comparison of technical characteristics, quality and completeness of the Goods delivered under the Contract with its technical characteristics, quality and completeness.

CONSIGNMENT OF GOODS – quantity of the Goods, delivered by the MANUFACTURER at a time within the framework of the Specification and/or the Contract.

CONTRACT – thepresent Contract and all Appendices, Addenda, Modifications, Additional Agreements and Specifications hereof, signed by both Parties.

DEBIT NOTE - financial document which confirms the increase in debt of one Party under the Contract, in favor of which such Debit Note is issued, towards the other Party which issues such Debit Note.

DELIVERY DATE on terms:

1) FCA (INCOTERMS 2010) – the date of issuance of the Air Waybill;

2) FOB (INCOTERMS 2010) – the date of issuance of theBill of Lading.

REPETITION FACTOR - the agreedquantity of the Goods per each export carton, which the Parties agreed to specify in Specifications in some cases.

GOODS – goods delivered by the MANUFACTURER to the CUSTOMER under the Contract and indicated in the Specifications to the Contract.

MODEL/STYLE- it is a group of articles, which has similar design/style, consumer characteristics, but which may differ by colors and sizes or only by sizes or only by colors.

ORDER PRODUCTION NOTIFICATION – document, issued by the MANUFACTURER in written form and sent to the CUSTOMER, evidences that the Goods are accepted for the production for the amount, mentioned in such Notification.

PARTIES – the MANUFACTURER and the CUSTOMER.

PAYMENT DATE – value date indicated in the SWIFT message.

PROFORMA-SPECIFICATION – preliminary Specification signed by the Parties to implement the pre-works by the MANUFACTURER in terms of production and delivery of the Goods.

SHIPPING ORDER (BOOKING) – request for booking of space on the vessel for Consignment of Goods.

SPECIFICATION – appendix to the Contract, signed by both Parties within the framework of the total value of the Contract for the delivery of the Consignment/Consignments of the Goods.

2.1. The MANUFACTURER shall produce and deliver and the CUSTOMER shall accept and pay for the Goods (_____________) which description, quantity and prices will be indicated in Specifications signed by the Parties in the framework of the Contract.

2.2. The Goods shall be delivered on terms FOB _______________ (INCOTERMS 2010) by sea and/or FCA _______________ (INCOTERMS 2010) by air.

2.3. The Parties shall sign a Specification for each Consignment of the delivered Goods in accordance with the Contract. Should any misunderstanding arise between the texts of the Contract and the Specifications the priority shall be given to the Specifications signed by the Parties.

2.4. Specifications signed by the Parties shall form an integral part of the Contract.

2.5. The MANUFACTURER shall produce the Goods stipulated in Specifications in strict accordance with “Style Specifications”, containing CUSTOMER’s elaborations and technical requirements for each style of the Goods. In particular, the Goods shall be produced from the materials (fittings, etc.) information about which, including information about the producers/suppliers of such materials, is specified in “Style Specifications”. The CUSTOMER shall send “Style Specifications” to the MANUFACTURER by electronic means of correspondence.

2.6. The MANUFACTURER is not entitled to use CUSTOMER’s elaborations and technical requirements indicated in “Style Specifications” of the CUSTOMER for manufacture and realization of styles indicated therein to the third parties.

The MANUFACTURER has no right to use “Style Specifications” for any purpose other than production of the Goods for the CUSTOMER.

The MANUFACTURER is not entitled to use design (including but not limited to appearance, color scheme and characteristic elements) of the styles delivered to the CUSTOMER for the production and distribution to the third parties on the territory of the CUSTOMER and/or other CIS countries.

2.6.1. In case the MANUFACTURER violates one or several conditions stated in clause 2.6. of the Contract, the MANUFACTURER shall pay to the CUSTOMER penalty at the rate of ______, 00 US Dollars (____________ 00/100 US Dollars) or, at the CUSTOMER’s option, in the amount of ____ % (____________ percent) of the total amount of the Goods of the contestable style delivered under the present Contract till the date of claim’s issuance. The claim can be issued by the CUSTOMER within the whole period of validity of the Contract and within following 2 (two) years.

In this case the CUSTOMER has the right to issue a Debit Note for the total amount of such penalty.

2.7. Information containing in “Style Specifications” is the intellectual property of the CUSTOMER being protected in accordance with the law of the [Country] and international treaty provisions and is a Confidential information.

2.8. The Goods delivered under the Contract are marked with the trademark “_________”.

The CUSTOMER declares that this trademark was registered in the [Country] in accordance with the legislation of the [Country] (Trademark registration certificate No. _________).

If there is any claims about Trademark, Customer will take 100% responsibility to solve and any loses for Manufacturer  relating that claim.

The Goods bearing the indicated trademark are manufactured by the MANUFACTURER exclusively for export to the CUSTOMER’s country and/or other countries with the purpose of the Goods’ distribution in the territory of the[Country] and/or other countries where the CUSTOMER has such right.

At that the MANUFACTURER has no right to alienate the Goods bearing the indicated trademark in favor of the third parties.

3.1. Prices of the Goods are indicated in the Specifications in US Dollars and understood on terms FOB _____________(INCOTERMS 2010), in case of delivery by sea,  and/or FCA ____________  (INCOTERMS 2010), in case of delivery by air.

The prices are not subject to any alteration within the whole period of the Contract.

The price of the Goods includes but not limits to the cost of the Goods, export packing, marking and loading on the vehicle as well as all the expenses connected directly or indirectly with the manufacturing of the Goods and borne by the MANUFACTURER, as well as the MANUFACTURER’s profit.

3.2. The total value of the Contract shall be equal to the amount of all Specifications, signed within frameworks of the Contract (hereinafter – the Contract value).

3.3. The currency of the Contract is US Dollars.

3.4. The Contract value and each signed Specification value can vary 2% (two percent) more or less in accordance with the tolerance agreed by the Parties (hereinafter – the Tolerance). The Tolerance regarding the quantity of the delivered Goods shall be in accordance with the conditions, indicated in clause 9.1. of the Contract.

4.1. Payment for 100% (one hundred percent)  of the total value of delivered Goods under the Contract shall be effected in US Dollars by issuance of the irrevocable unconfirmed transferable Letter of Credit (hereinafter - L/C).

The MANUFACTURER confirms that the L/C will be transferred in favor of the Beneficiary established in [Country].

The payment may be effected by bank transfer at the CUSTOMER’s option.

L/C mode of payment is more preferable for the CUSTOMER.

The procedure of the payment by issuance of L/C is stipulated in Clauses 4.3. - 4.13. of the Contract.

The procedure of the payment by bank transfer is stipulated in Clauses 4.14.- 4.17. of the Contract.

4.2. The MANUFACTURER undertakes to issue an Order production Notification and to send it the CUSTOMER by faxor e-mail within 10 (ten) calendar days after receipt of the signed Specification or Proforma-Specification to the Contract from the CUSTOMER.

Notification shall contain the following:

- name and address of the MANUFACTURER;

- name and address of the CUSTOMER;

- name of the Notification shall correspond to the name of the Notification indicated in the Contract;

- number and date of the Notification;

- number and date of the Contract;

- text of the Notification (the main essence);

- final destination of Goods;

- the total value of Goods confirmed for production by the MANUFACTURER;

- amount to be paid (in figures and words);

- currency of the Contract;

- estimated last date of Goods delivery;

- signature and stamp of the MANUFACTURER.

4.3. The CUSTOMER shall issue the L/C for the amount that shall be calculated as: the total value of the Goods, indicated in the Order production Notification plus Tolerance. The L/C shall be issued in a form acceptable for the MANUFACTURERwithin 14 (fourteen) calendar days upon receipt by the CUSTOMER of the Order production Notification by fax or e-mail from the MANUFACTURER. Before issuance of the L/C the CUSTOMER shall approve the text of the L/C with the MANUFACTURER.

4.4. The L/C shall be advised via __________, SWIFT: __________.

The L/C shall be availableby sight payment or by deferred payment up to 240 (two hundred forty) calendar days after the date when the Nominated bank takes up the documents.

In case the L/C is available by deferred payment, it shall stipulate for discounting. The costs of discounting are for the CUSTOMER’s account.

4.5. If the MANUFACTURER delays sending the CUSTOMER information about the amount of the Goods accepted for production, the CUSTOMER is entitled to delay the L/C issuance/increase for the same period of time. In this case the L/C will be issued/increased within 3 (three) business days from the date of receipt of corresponding information from the MANUFACTURER.

4.6. Payment under the L/C shall be effected against presentation of the following documents:

a) 2 (two) originals of the specified Invoice issued in the name of the CUSTOMER, indicating the MANUFACTURER’s and the CUSTOMER’s addresses and names, as it is indicated in the Contract, number and date of the Contract, terms of delivery, description and quantity of the Goods, unit price and total value of Goods delivered. The Invoices shall indicate the style numbers, quantity of the Goods under each article, composition of the materials, corresponding Specification number, country of origin and first 6 (six) digits of the Customs Codes. The Invoices shall be signed by the MANUFACTURER;

b) 2 (two) originals of detailed Packing List, indicating the MANUFACTURER's and the CUSTOMER’s addresses and names, style numbers, description of the Goods, quantity of the Goods in each carton, quantity of the Goods under each size, gross weight, net weight and measurements of each carton; Packing Lists shall be signed by the MANUFACTURER;

c)

c1) - in case of deliveries on terms FOB:

3/3 (three of three) originals and 2(two) non-negotiable copies of “clean on board” Bill of Lading issued to the order of any bank, [Country][Country], and endorsed to the order of the Issuing Bank, notify "Sportmaster" Ltd., legal address: ____________________ and signed by the carrier or by its agent, marked “freight collect”.

If Bill of Lading is issued on two sheets with contract indicated on the back side of sheet, endorsement shall be put on two sheets of  Bill of Lading (as on Bill of Lading itself as on the Appendix to the Bill of Lading).

Bill of Lading shall be issued by one of the following carriers:

1) Pantainer Ltd

2) ITSL (Integrated Transportation Services Ltd.)

3) PANALPINA

4) Expeditors [Country]

c2) - in case of deliveries on terms FCA:

1 (one) copy (not photocopy) of Air Waybill consigned to Sportmaster Ltd.;

1 (one) original of CUSTOMER’s letter, upon which the CUSTOMER allows to the MANUFACTURER to ship the Goods.

4.7. The MANUFACTURER is prohibited to present under the L/C Invoices and Packing Lists other than or not corresponding to the documents which will be sent the CUSTOMER in accordance with clause 7.3. of the Contract. In case the MANUFACTURER violates this requirement, the MANUFACTURER shall indisputably pay to the CUSTOMER agreed and liquidated damages at the rate of 1% (one percent) of the amount of the documents presented.

4.8. Documents under the L/C shall be presented within 15 (fifteen) calendar days from the date of the Goods’ delivery. The period of validity of the L/C is calculated as estimated last date of Goods’ delivery, indicated in the MANUFACTURER’s Order Production Notification, plus number of days needed for submission of the documents by the MANUFACTURER to the bank.

Partial deliveries and payments under L/C are allowed, but the amount of the documents submitted under L/C at one time shall be higher than 100,000.00 US Dollars.

4.9. Commissions and charges of the Issuing Bank under L/C shall be for the CUSTOMER’s account, all other bank commissions and charges are for the MANUFACTURER’s account.

4.10. In case the L/C is issued in full conformity with the Contract and the MANUFACTURER requests the CUSTOMER to make any amendment to the L/C, all bank commissions and charges for making amendment shall be borne by the MANUFACTURER, provided that such amendments are caused by the MANUFACTURER’s fault.

4.11. In case of violation by the MANUFACTURER of the Goods delivery dates provided by the appropriate Specifications to the Contract, the CUSTOMER has the right to issue the invoice for the L/C charges that were borne by the CUSTOMER in connection with such violation, and the MANUFACTURER shall reimburse the CUSTOMER for such L/C charges in accordance with issued CUSTOMER’s invoice, against first written notification by the CUSTOMER within 30 (thirty) calendar days upon receipt of such notification.

4.12. In case of non-performance or improper performance of its obligations under the Contract by the MANUFACTURER, and the application of the Advising bank to the CUSTOMER with the request to accept the discrepancies on quantity and/or quality of the Goods or the documents incorrectly issued by the MANUFACTURER as a result of such non-performance in comparison how it is stated in the Contract, the CUSTOMER has the right to accept such discrepancies and/or documents and give his consent to the payment under the Contract.

At the same time the CUSTOMER has the right to demand from the MANUFACTURER to reimburse the losses (real damage and lost profit) which were suffered by the CUSTOMER due to such non-performance by the MANUFACTURER of its obligations under the Contract. In this case the CUSTOMER shall send the MANUFACTURER a claim in written form, indicating the amount of the losses to be reimbursed by the MANUFACTURER, with confirming documents available for the CUSTOMER. Such claim shall be settled by the MANUFACTURER within 30 (thirty) calendar days from the date of issuance of the claim.

4.13. L/C is subject to ‘Uniform Customs and Practice for Documentary Credits’, subject to ICC Publication No. 600, revision 2007.

4.14. In case of payment by bank transfer for 100% (one hundred percent) of the total value of the delivered Goods indicated in the Invoice the CUSTOMER shall effect payment for the Goods in US Dollars to the MANUFACTURER’s bank account within ____ (__________) business days from the moment when the CUSTOMER receives from the MANUFACTURER by fax or e-mail a copy of the Bill of Lading and/or Air Waybill, evidencing the delivery.

4.15. Any payment by bank transfer in favor of the MANUFACTURER may be increased/decreased by any outstanding amount under the Contract.

4.16. In case of payment by bank transfer the MANUFACTURER shall send the shipping documents to the CUSTOMER directly as per Clause 7.3.1 of the Contract.

4.17. All bank commissions and charges for any bank transfers in the territory of the [Country] are for the CUSTOMER’s account, and all other bank commissions and charges are for the MANUFACTURER’s account.

In case the MANUFACTURER effects any payment in favor of the CUSTOMER under the Contract, the commissions of the intermediary correspondent banks may be for the CUSTOMER’s account, commissions of the MANUFACTURER’s bank shall be at the MANUFACTURER’s expense.

The CUSTOMER shall inform the MANUFACTURER that the payment transfer is effected and the MANUFACTURER shall send to the CUSTOMER a written confirmation of payment receipt not later than 3 (three) calendar days after the funds enter the account of the MANUFACTURER.

4.18. If the Parties choose another mode of payment under the Contract, the Parties will sign a relevant Modification to the Contract.

5.1. The MANUFACTURER provides the CUSTOMER with the samples of the selected Goods and information on prices and period of manufacturing.

5.2. The CUSTOMER or its authorized representative has the right to inspect the Goods at any stage of its production.

5.3. During such inspection the Goods shall be checked to the correspondence to the quality of the Confirmed Samples and the technical requirements to the Goods.

Final inspection of manufactured Goods for correspondence with Confirmed Samples quality and technical requirements to the Goods is effected by independent expert organization by CUSTOMER’s option. At that, such independent expert organization is authorized CUSTOMER’s representative at any stage of inspection, what is confirmed by CUSTOMER in writing. Parties agreed that independent expert organization inspection’s results are accepted by the MANUFACTURER and is not a subject for contestation. 

Goods shall be ready for effecting of the final inspection not later than 14 (fourteen) calendar days before the planning delivery date of the Goods. In case of the agreed by the Parties terms of the inspection violation as a consequence of the MANUFACTURER activities, the MANUFACTURER upon the CUSTOMER demand shall reimburse the arisen expenses of the CUSTOMER connected with such inspection within 15 (fifteen) calendar days from the date of receipt of the CUSTOMER's written Notification and on the base of Debit Note issued by the CUSTOMER and attached to the Notification. And if there is no violation by Manufacturer ,the expenses connecting with inspection is on Customer’s account.

After final inspection, Manufacturer has no responsibility for any claim connecting with delievered goods

5.4. Correspondence of manufactured Goods with quality of Confirmed Samples and technical requirements to the Goods shall be confirmed by corresponding certificate of independent expert organization (hereafter – Inspection Certificate).

5.5. The MANUFACTURER shall deliver the Goods only after Inspection Certificate issuance for appropriate Goods or receipt from the CUSTOMER of the original letter, upon which the CUSTOMER allows to the MANUFACTURER to ship the Goods in case if inspection of the Goods does not have status “Passed” or if the inspection of the Goods is not performed according to the CUSTOMER’s instruction.

In case, if the MANUFACTURER effects the Goods delivery before Inspection Certificate issuance and the delivered Goods prove to be defective, the MANUFACTURER shall indisputably pay to the CUSTOMER penalty in the amount of ____% (__________)  of the total value of such defective Goods, within ____ (__________) calendar days from the date of receiving the written notification from the CUSTOMER.

5.6. In case any defects in Goods are discovered during the inspection, the CUSTOMER or its authorized representative shall sign Discrepancy Protocol with the MANUFACTURER. Such Protocol shall be passed to the CUSTOMER.

If such defects are discovered during the inspection of the Goods the CUSTOMER shall send he MANUFACTURER a written notification about this fact. The MANUFACTURER shall immediately inform the CUSTOMER if such defect can be eliminated so that the delivery time of the Goods stipulated in the Specifications to the Contract is not violated.

 If elimination of the defects is impossible without violation of the delivery time, the MANUFACTURER is obliged to pay penalty to the CUSTOMER. The exact amount of the penalty shall be discussed by the Parties by e-mail or by fax, but can not be less than ____% (___________) of the value of the defective Goods designated in the above notification. The Parties have to reach the agreement within ____ (__________) calendar month.

In case the Parties fail to reach the agreement within the above period, the MANUFACTURER shall pay to the CUSTOMER penalty at the rate of____% (___________) of the value of the above defected Goods. The penalty must be paid not later than the first business day after the last day of the above period. At that the CUSTOMER shall retain the right to demand from the MANUFACTURER to reimburse all losses connected with the inability to eliminate the discovered defect of the Goods within the delivery time of the Goods stipulated in the Specifications, in the part not covered by the penalty.

At that the CUSTOMER shall have the right to cancel the Contract unilateral After sending the notification to Manufacturer 30 calendar days in advance.

The MANUFACTURER shall pay to the CUSTOMER  all the amounts claimed by the CUSTOMER in accordance with the clause 4.11. of the Contract.

5.7. The CUSTOMER has the right to demand from the MANUFACTURER to reimburse all losses which arose as a result of production by the MANUFACTURER of the Goods the quality of which does not correspond to the Contract. Except for the discovery in this case after final inspection.

5.8. The MANUFACTURER may reproduce, replace or reduce the price of the defective Goods only after obtaining of the CUSTOMER’s written consent.

6.1. After signing of the Contract and within the Contract’s validity orders are placed by the CUSTOMER with the MANUFACTURER in the form of Specifications, signed by the both Parties.

The Parties agreed that before signing the Specifications it is possible to sign Proforma-Specifications, which are considered to be preliminary order of the Goods under the Contract.

Such Proforma-Specifications shall contain preliminary information on product groups, planned quantity of the Goods under each of product groups and prices for each of product groups.

Proforma-Specifications signed by the Parties shall form an integral part of the Contract.

Prices for the Goods, which are indicated in the Proforma-Specifications are final and are not subject to any alteration within the whole period of the Contract.

The Parties agreed that it is allowed to to issue L/Cbasing on Proforma-Specifications, because such payment may be required in order to start organising pre-works in terms of production and delivery of the Goods.

The Parties understand that without issuing the L/C basing on Proforma-Specifications the dates of  Goods’ delivery may be infringed.

Precise Specifications shall be signed by the Parties not later than __________.

The MANUFACTURER also understands that it is strictly prohibited to deliver Goods without signed Specification (final order of the CUSTOMER).

Actual amount and quantity of the Goods delivered shall strictly correspond to the amount and quantity of the Goods indicated in Specifications (not in Proforma-Specifications) considering Tolerance.

6.2. The Consignments of the Goods shall be delivered by the MANUFACTURER to the CUSTOMER in period stated in the signed Specifications to the Contract on terms FOB __________ (INCOTERMS 2010) by sea and/or FCA __________ (INCOTERMS 2010) by air.

Delivery of the Goods without prior written confirmation of the CUSTOMER is prohibited.

6.3. In case the MANUFACTURER carries out the delivery of the Goods earlier than in agreed by the Parties date without an appropriate prior written consent of the CUSTOMER:

- the MANUFACTURER shall pay to the CUSTOMER penalty at the rate of ____% (___________) of the total value of the Goods delivered earlier than the period of delivery.

In case the MANUFACTURER violates the agreed by the Parties last Goods’ delivery date at its fault:

- the MANUFACTURER shall pay to the CUSTOMER fine at the rate of ____% (___________) of the total value of the Goods delayed for each day of delay starting from the eighth day following the last delivery date as per Specifications to the Contract till the actual delivery date.

In case the MANUFACTURER violates the agreed by the Parties last Goods’ delivery date at the mutualfault of the Parties:

- the Parties shall agree the exact amount of the penalty/fine by e-mail and sign the Letter of Confirmation indicating the agreed amount of the penalty/fine.

In all cases the CUSTOMER has the right to issue a Debit Note for the total amount of such penalty/fine.

6.4. In case the MANUFACTURER has delayed the Goods’ delivery at MANUFACTURER’S fault by more than ____ (___________) calendar days over agreed by the Parties date, the CUSTOMER has the right to ship the Goods by airfreight at his expense.

Option 1:

In this case the MANUFACTURER shall reimburse the CUSTOMER for the expenses of airfreight charges.

At that, when calculating the amount of expenses, to be charged by the CUSTOMER to the MANUFACTURER, forwarder’s Invoice issued in the favor of the CUSTOMER shall be used. If the Invoice of the forwarder issued in rubles, the CUSTOMER shall convert the total amount of the Invoice into US Dollars at the official exchange rate of foreign currencies to ruble set by the Central Bank of the[Country] on the date of the Invoice issuance by the forwarder.

Option 2:

In this case the MANUFACTURER shall reimburse the CUSTOMER for the amount of airfreight charges that the MANUFACTURER would bear if it paid the airfreight expenses itself. Such amount shall be confirmed by the documents (for example, the contract, signed between the carrier and the MANUFACTURER; the invoice or business proposal, issued by the carrier in favor of the MANUFACTURER).

Option 3:

In this case the MANUFACTURER shall reimburse the CUSTOMER for a part of such expenses equal to the difference between airfreight charges and ocean freight charges (that the CUSTOMER could bear in case of the transportation of these Goods by sea).

At that, the abovementioned airfreight charges shall be determined in accordance with the forwarder’s Invoice issued in the favor of the CUSTOMER. If the Invoice of the forwarder issued in rubles, the CUSTOMER shall convert the total amount of the Invoice into US Dollars  at the official exchange rate of foreign currencies to ruble set by the Central Bank of the [Country] on the date of the Invoice issuance by the forwarder.

6.5. In case the MANUFACTURER has delayed the Goods’ delivery at the mutualfault of the Parties by more than ____ (___________) calendar days over agreed by the Parties date, the CUSTOMER has the right to ship the Goods by airfreight at his expense.

In this case the MANUFACTURER shall reimburse the CUSTOMER for the amount of airfreight charges that will be agreed by the Parties by signing the Letter of Confirmation indicating the agreed amount of expenses to be reimbursed.

6.6. In cases described in clauses 6.4. or 6.5. of the Contract, the CUSTOMER shall issue the Invoice/Debit Note for the amount of expenses to be reimbursed by the MANUFACTURER.

6.7. Should the total period of delivery delay exceed ____ (___________)  calendar days over the last delivery date indicated in the signed Specifications to the Contract, the CUSTOMER has the right to cancel unilaterally the whole or part of the Contract by sending a written notification to the MANUFACTURER.

The MANUFACTURER shall pay to the CUSTOMER  all the amounts claimed by the CUSTOMER in accordance with the clause 4.11. of the Contract.

6.8.The Goods will be finally delivered to [Country]and/or to other countries. The value of the Goods delivered to [Country] and the value of the Goods delivered to other countries as well as the final destination shall be specified in each Specification which shall be signed in accordance with clause 6.1. of the Contract.

6.9. The CUSTOMER shall organize transportation of each Consignment of Goods to [Country] within 360 (three hundred sixty) calendar days from the first payment under the Contract.

6.10. The MANUFACTURER, not later than 18 (eighteen)  calendar days before the scheduled delivery date, shall send the CUSTOMER information (by fax or email), that the Goods will be ready for shipment in dates indicated in the Specifications to the Contract.

6.11. The information on the CUSTOMER’s carrier agent, required shipping documents and the Consignee’s name shall be advised to the MANUFACTURER separately, but not later than 16 (sixteen) calendar days before the initial date of delivery period, indicated in relevant Specification to the Contract.

6.12. Not later than 14 (fourteen) calendar days before the scheduled delivery date the MANUFACTURER shall provide placing Shipping Order (booking) with carrier agent of the CUSTOMER. At that copy of Shipping Order (booking), placed with carrier agent of the CUSTOMER, shall be sent by the MANUFACTURER to the CUSTOMER by fax or e-mail the same day when placing it with carrier agent. At the same time the MANUFACTURER shall give to the CUSTOMER the following information:

- shipper’s name and address;

- description and quantity of the Goods;

- quantity of cartons with the Goods;

- Goods’ weight, gross and net;

- total amount of the Consignment of the Goods;

- dimensions of the Goods.

Placing Shipping Order (booking) and informing about the abovementioned particulars shall be carried out in compliance with the requirements which will be additionally provided by the carrier agent of the CUSTOMER to the MANUFACTURER.

6.13. Not later than 1 (one) calendar day from the date MANUFACTURER receives confirmation of Shipping Order (booking) from carrier agent of the CUSTOMER, MANUFACTURER shall inform the CUSTOMER the confirmed by the carrier agent delivery date and scheduled date of the Goods’ shipment from the warehouse of the MANUFACTURER.

6.14. If the MANUFACTURER has breached the time limit for placing Shipping Order (booking) and/or informing about the particulars specified in Clauses 6.12. and 6.13. of the Contract and also if information provided by the MANUFACTURER is inaccurate, incomplete or unreliable and/or if the MANUFACTURER in any other way has breached the procedure of placing Shipping Order (booking) and of informing about the abovementioned particulars (including noncompliance with the requirements additionally provided by the carrier agent of the CUSTOMER to the MANUFACTURER) which entailed necessity of amendment of Shipping Order (booking) or of replacement of the Shipping Order (booking) by the amended one, the MANUFACTURER shall pay penalty to the CUSTOMER in the amount of 50 (fifty) US Dollars for each fact of sending inaccurate, incomplete or unreliable information; breaching time limit for placing Shipping Order (booking) and/or for informing about the particulars; any other breach of the procedure of placing Shipping Order (booking).

At that the CUSTOMER has the right to issue a Debit Note for the total amount of such penalty.

6.15. The MANUFACTURER is obliged to deliver the Goods in full accordance with the Contract and Specifications.The MANUFACTURER is prohibited to deliver to the CUSTOMER any Goods, the delivery of which was not coordinated with the CUSTOMER. In case anyGoods and/or their accessories, the delivery of which was not preliminary coordinated with the CUSTOMER, are included into the delivery by the MANUFACTURER, the MANUFACTURER shall reimburse the CUSTOMER for all losses incurred by the later as a result of this, within 30 (thirty) calendar days from the date of receipt of the corresponding request from the CUSTOMER.

6.16. In case the MANUFACTURER has a necessity to send some Goods to the CUSTOMER by mail, the MANUFACTURER shall apply to the CUSTOMER for the shipment instructions and address where to send the parcel.

Upon receiving such a request the CUSTOMER shall submit to the MANUFACTURER the necessary instructions issued in accordance with the [Country] legislation in force and/or requirements of the [Country] customs authorities.

In such case the Parties will sign the Modification to the Contract.

The MANUFACTURER shall not send any parcels to the CUSTOMER’s address without the CUSTOMER’s special shipping instructions.

In case the MANUFACTURER failed to apply to the CUSTOMER for such instructions and sent the parcel at its own discretion, the MANUFACTURER shall reimburse the CUSTOMER for all losses incurred by the latter as a result of this, within 30 (thirty) calendar days from the date of receiving of the corresponding written request from the CUSTOMER.

6.17. Not later than __ (_______) calendar days prior to the delivery date of each style of the Goods the MANUFACTURER shall send the CUSTOMER by fax or e-mail the name of the factory, where the Goods under each style each color will be produced.

7.1. The shipping documents shall be issued in English in full accordance with the Contract.

7.2. Separate Invoices shall be issued under each Specification and it is prohibited to include the Goods from different Specifications into one Invoice.

Separate Invoices shall be issued for the Goods transported in separate transportation facilities, and it is prohibited to include the Goodstransported in separate transportation facilities into one Invoice.

Separate Packing Lists shall be issued under each Invoice and it is prohibited to issue one Packing List under two or more Invoices.

Quantity of the Goods indicated in the Invoices shall correspond to the quantity of the Goods, indicated in the Packing List.

Separate Bills of Lading shall be issued for each container.

If Bill of Lading is issued on two sheets with contract indicated on the back side of sheet, endorsement shall be put on two sheets of  Bill of Lading (as on Bill of Lading itself as on the Appendix to the Bill of Lading).

If there is a LCL container which contains the Goods delivered to [Country] and other countries, separate Bills of Lading shall be issued for the Goods delivered to [Country] and for the Goods delivered to other countries.

The MANUFACTURER shall send the CUSTOMER drafts of the Invoices and Packing Lists by fax or e-mail not later that 14 (fourteen) calendar days before the scheduled Goods’ delivery date.

7.3. The shipping documents shall be as follows:

- 3 (three) originals and 1 (one) copy of the specified Invoice issued in the name of the Customer, indicating the Manufacturer’s and the Customer’s addresses and names as it is indicated in the Contract number and date of the Contract, terms of delivery, description and quantity of the Goods, unit price and total value of Goods delivered.

The Invoices shall indicate the style numbers, quantity of the Goods under each article, composition of the materials, corresponding Specification number, country of origin and first 6 (six) digits of the Customs Codes. The Invoices shall be signed by the Manufacturer;

- 3 (three) originals and 1 (one) copy of detailed Packing List, indicating the Manufacturer's and the Customer's addresses and names, style numbers, description of the Goods, quantity of the Goods in each carton, quantity of the Goods under each article, gross weight, net weight and measurements of each carton.

Packing Lists shall be signed by the Manufacturer;

- in case of deliveries on terms FOB:

3/3 (three of three) originals and 3(three) non-negotiable copies of “clean on board” Bill of Lading issued to the order of any bank, [Country], and endorsed to the order of the Issuing Bank, notify "Sportmaster" Ltd., legal address: Room 102, bld 2, 18 Miklukho-Maklaya Str., Moscow 117437, [Country] and signed by the carrier or by its agent, marked “freight collect”.

Bill of Lading shall be issued by one of the following carriers:

1) Pantainer Ltd

2) ITSL (Integrated Transportation Services Ltd.)

3) PANALPINA

4) Expeditors [Country]

- in case of deliveries on terms FCA:

1 (one) original and 1 (one) copy (not photocopy) of Air Waybill consigned to Sportmaster Ltd.;

- 1 (one) original of CUSTOMER’s letter, upon which the CUSTOMER allows to the MANUFACTURER to ship the Goods;

- 1 (one) original of Certificate of Origin.

7.3.1. The following shipping documents for the Goods being paid by bank transfer shall be sent by the Manufacturer via express mail directly to the address indicated by the Customer within 7 (seven) calendar days from the date of each delivery of the Goods:

- 3 (three) originals and 1 (one) copy of the specified Invoice;

- 3 (three) originals and 1 (one) copy of detailed Packing List;

- in case of deliveries on terms FCA:

1 (one) original and 1 (one) copy (not photocopy) of Air Waybill;

- in case of deliveries on terms FOB:

3 (three) originals and 3 (three) non-negotiable copies of “clean on board” Bills of Lading;

- 1 (one) original of Certificate of Origin.

7.3.2. The following shipping documents for the Goods, being paid by issuance of the Letter of Credit shall be sent by the Manufacturer via express mail directly to the address indicated by the CUSTOMER within 7 (seven)  calendar days from the date of each delivery of the Goods:

- 1 (one) original and 1 (one) copy of the specified Invoice;

 - 1 (one) original and 1 (one) copy of detailed Packing List;

- in case of deliveries on terms FCA:

1 (one) original of Air Waybill;

-  in case of deliveries on terms FOB:

- 1 (one) non-negotiable copy of “clean on board” Bill of Lading;

- 1 (one) original of Certificate of Origin.

7.3.3. Should the Goods are delivered by airfreight (including in cases provided for by Clauses 6.4., 6.5. of the Contract)  the following shipping documents for the Goods shall be sent by the Manufacturer together with the Goods additionally to the documents stated in the present clause of the Contract:

- 1 (one) original and 1 (one) copy of the specified Invoice;

- 1 (one) original of detailed Packing List;

- 2 (two) originals of Air Waybill.

7.3.4. Documents, for the exception of Invoices, may be issued by the third parties upon the Customer’s consent to be received additionally in written form (by fax or e-mail). The Manufacturer is responsible that the documents issued by the third parties are drawn up correctly.

Should the Manufacturer or the third party fail to issue the shipping documents in accordance with the Contract, Specifications and/or CUSTOMER’s requirements,the Manufacturer shall reimburse to the Customer for all losses incurred by the latter as a result of this, within 30 (thirty) calendar days after receiving the corresponding Customer’s request thereof.

In case the Manufacturer delivers the Goods in more than 1 (one) container at a time, the Manufacturer shall send to the Customer a Load Plan within 10 (ten) calendar days from the date of the Goods’ shipment from the warehouse of the Manufacturer, in the form advised by the Customer.

Copies of the abovementioned documents shall be sent by the MANUFACTURER to the CUSTOMER by fax  or e-mail within 2 (two) calendar days from the date of the Goods’ delivery.

The Manufacturer shall also provide the Customer with the courier receipt number for trackingthe documents.

7.4 If the Manufacturer fails to send the above-mentioned documents and/or their copies to the Customer in time provided by clause 7.3. of the Contract, and/or fails to issue it in full compliance with the provisions of the Contract, Specifications and CUSTOMER’s requirements that entail a delay in releasing the Goods and/or effecting payments, the Manufacturer shall pay fine to the Customer in the amount of ____% (___________)  of the total value of the relevant Invoice for the delivered Goods for each calendar day of such delay.

At that the CUSTOMER has the right to issue a Debit Note for the total amount of such fine/penalty.

7.5. All the expenses for sending documents to the other Party shall be borne by the sender.

8.1. Each unit of the Goods shall be properly packed into individual, color-free transparent polybag of proper size. Each polybag shall bear a sticker with indication of bar-code, style number, color and size of the unit of the Goods packed in it.

The MANUFACTURER shall fulfill the following CUSTOMER’s requirements concerning pre-retail preparation and packing of the Goods:

a)  Before start of production the MANUFACTURER must contact security labels supplier nominated by the CUSTOMER. The MANUFACTURER orders at it’s own expense from the nominated labels supplier the security labels in the volumes needed and puts them onto the Goods at the production stage.

b)  After the conclusion of the present Contract, the MANUFACTURER shall, at the Customer’s choice, either contact the price tags supplier nominated by the CUSTOMER and cooperate with him concerning making of price-tags or get from the CUSTOMER price tags in PDF format to be made by the MANUFACTURER himself.

Price-tags are put on to the carton hangtag on the Goods after production and before packaging. Carton hangtag shouldn’t be seen when the Goods are folded and packed. The hangtag must be inside the folded Goods.

c) On all export cartons with pre-retailed Goods there must be a big readable sign saying “PRE-RETAIL”, the sign should be made in red color either on a sticker or by any other way, the height of the letters must be not less than 7 cm. The sticker must be put on to one long side of the export carton in such a way that it is not covering any other stickers or signs.

The CUSTOMER shall sent to the MANUFACTURER the list of styles to be pre-retailed and Packaging & Marking Instructions for a) normal application Goods and b) Pre-Retail application Goods 3 (three) months before shipping starts. After signing of the Specification to the Contract, the CUSTOMER must confirm styles involved in Pre-retail and send the list of such styles to the MANUFACTURER.

The MANUFACTURER shall confirm the receipt of the list of styles as well as understanding of instruction on the rules of putting the price tag-stickers and the security label onto the Goods .

Cost of the price tag-stickers, security labels and works on its application are included into the price of Goods.

The Goods with [Country] final destination must be fully pre-retailed (security labels must be put onto the  Goods, price tag-stickers must be put on the Goods,  additional marking must be done on the carton).

The Goods with Ukraine final destination must be partially pre-retailed (security labels must be put onto the Goods, additional marking must be done on the carton).

8.2. The style numbers of the delivered Goods, color, size shall correspond to the style numbers, color, size, indicated in the Specifications to the Contract.

8.3. The bar-codes of the delivered Goods shall correspond to the bar-codes confirmed by the CUSTOMER.

8.4. The Goods to be delivered to one destination (as per Specifications) and the Goods of one article (unless otherwise requested) shall be packed into export cartons  of standard size (with agreed quantity of the Goods per each carton).

8.4.1. If the MANUFACTURER violates the Repetition Factor specified in the Specification (even in case where such violation relates only to a single export carton), the CUSTOMER shall have the right to demand payment by the MANUFACTURER of penalty for repacking of the Goods at the Customer's warehouse at the rate of ___ (___)US Dollar per 1 (one) carton with violated Repetition Factor. The MANUFACTURER shall be obliged to satisfy this demand of the CUSTOMER indisputably.

8.5. Each export carton must be marked with the following information clearly printed on one of the shorter sides indicating: “__________” trademark, destination [Country] or [Country] or other country (as per Specification), style number, description (in English), color (Textile Pantone code and name in English), size, carton number, quantity of the Goods per carton, gross weight, bar-code, dimensions of the carton.

The MANUFACTURER shall indicate the bar-code on the carton in accordance with the standard EAN-13. The bar-code indicated on the carton shall correspond to the bar-code of the Goods packed in it. The size of the bar-code on the carton shall be not less than 15X30 mm. In case of lack of the corresponding bar-code on the carton and/or any other marking mentioned above the CUSTOMER is entitled to issue a claim within __ (______) calendar days from the date of receiving of the Goods at the warehouse of final destination (in accordance with Specifications). In such case the CUSTOMER has the right to issue a Debit Note within __ (______) calendar days from the date of issuing the claim at the rate of ___ (_____) US Dollar for 1 (one) carton with faults in marking if the MANUFACTURER does not prove that the violation occurred without his fault.

8.6. Packing of the Goods shall be in the way the Goods packed for the deliveries to other European countries. Marking shall be made in waterproof paint and in English.

The packing shall secure the Goods during the rough and long journey. The cartons shall be made of light but strong cardboard with double lids and bottoms, which are fixed together and held by plastic bands.

8.7. In case the quality of the packing the Goods is improper and this caused the damage of the Goods the MANUFACTURER shall replace all damaged Goods or reimburse their value to the CUSTOMER within ____ (___________) calendar days from the date of receipt of the corresponding request from the CUSTOMER, as well as reimburse the CUSTOMER for all losses which the latter incurred as a result of this.

8.8. In case of any changes of the CUSTOMER’s requirements of packing and marking the Goods the CUSTOMER without delay shall additionally inform in writing the MANUFACTURER regarding such changes. At that the Parties agreed that these changes shall be applied for packing and marking the Goods from the date the CUSTOMER forwards the appropriate notification to the MANUFACTURER.after 03 business days from the date Manufacturer recieves the notification of the Customer’s requirements of packing and marking

8.9. In case packing the delivered Goods is different from the appropriate requirements stated in Article 8 of the Contract the CUSTOMER is entitled to issue a claim within __ (______) calendar days from the date of receiving of the Goods at the warehouse of final destination (in accordance with Specifications). In such case the CUSTOMER has the right to issue a Debit Note within __ (_______) calendar days from the date of issuing the claim at the rate of __ (____) US Dollar for 1 (one) carton with faults in packing.

9.1. The quantity of the Goods being delivered under the Contract shall correspond to the Specifications with allowed Tolerance  2% (two percent) more or less per each Color-style, at the same time all the shipping documents shall strictly correspond to the Contract and the Goods actually delivered.

9.1.1. The quantity of the Goods delivered under each Color-style can vary only within the framework of the agreed Tolerance. The maximum permissible quantity of the Goods, allowed to be delivered under the Contract per each Color-style (hereinafter - Maximum permissible quantity of the Goods) represents the quantity of the Goods, indicated in the appropriate Specification plus Tolerance 2% (two percent).

9.1.2. In case the MANUFACTURER plans to deliver the Goods in a quantity exceeding the Maximum permissible quantity of the Goods, the MANUFACTURER shall notify the CUSTOMER thereof not later than within 14 (fourteen) calendar days before the scheduled delivery date.

9.1.3. In case the MANUFACTURER breaches the Clause 9.1.1. of the Contract and delivers the quantity of the Goods under any Color-style which exceeds the Maximum permissible quantity of Goods under the Contract, the СUSTOMER may take delivery or refuse to take deliveryof the excess quantity. If the CUSTOMER takes delivery of all or part of the excessquantity, the Customer shall pay for the goods additionally accepted at the price per unit of the Goods specified in Specification in relation to the respective Color-style.

9.1.4. In case the MANUFACTURER breaches the Clause 9.1.1. of the Contract and delivers the quantity of the Goods under any Color-style, which exceeds the Maximum permissible quantity of Goods under the Contract, the MANUFACTURER shall be obliged to pay to the Customer penalties at the rate of:

- 30% (thirty percent) of the total value of the Goods, delivered in the excess of the Maximum permissible quantity of Goods under the Contract, in case the quantity of the Goods actually delivered exceeds the quantity, indicated in the Specifications to the Contract by more than 2% (two percent) but no more than 5% (five percent); or

- 50% (fifty percent) of the total value of Goods, delivered in the excess of the Maximum permissible quantity of the Goods under the Contract, in case the quantity of the Goods actually delivered exceeds the quantity, indicated in the Specifications to the Contract by more than 5% (five percent) but no more than 7% (seven percent).

Delivery under the Contract of Goods in a quantity exceeding, in the framework of each Color-style, the quantity specified in the relevant Specification by more than 7% (seven percent) is not permitted.

Within the period of validity of the Contract the CUSTOMER has the right to issue a Debit Note for the amount of penalties, arisen in accordance with the present clause of the Contract.

9.2. The quality of the Goods delivered under the Contract shall correspond to the quality of the Confirmed Samples and technical requirements specified in “Style Specifications”.

The Parties have agreed that for the purposes of the present Contract, the Goods, produced from the materials other than the materials information about which, including information about the producers/suppliers of such materials, is specified in “Style Specifications”, shall be deemed to be the Goods of improper quality even in cases where such Goods comply with all other technical requirements specified in “Style Specifications” and with the quality of the Confirmed Samples.

The Parties have agreed that in cases where the quantity of materials purchased by the MANUFACTURER from the producers/suppliers specified in “Style Specifications” is less than the quantity of materials which under comparable circumstances usually is required for the manufacture of the quantity of the Goods which is delivered under the present Contract, for the purposes of the present Contract such Goods shall be deemed to be produced from the materials other than the materials information about which, including information about the producers/suppliers of such materials, is specified in “Style Specifications”, unless proper evidence to the contrary is presented by the MANUFACTURER.

The quantity of materials which under comparable circumstances usually is required for the manufacture of one unit of the Goods delivered under the present Contract shall be agreed by the Parties in writing within 3 (three) business days from the date of receipt of the corresponding “Style Specification” by the MANUFACTURER.

At that, when concluding contracts with the producers/suppliers of materials being used in the manufacturing of the Goods, the MANUFACTURER shall be obliged not to include in such contracts any provisions which would prevent producers/suppliers of materials from providing to the CUSTOMER of information about the quantity of materials which have been delivered to the MANUFACTURER. Contracts between the MANUFACTURER and the producers/suppliers of materials must provide for the duty of the producers/suppliers of materials to provide the above information to the CUSTOMER not later than 5 (five) business days from the date of receipt of the CUSTOMER’s request for such information.

10.1. Claims for the quantity of the Goods delivered shall be issued in case of discrepancy between the quantity of the Goods delivered and the Goods indicated in the Invoices and Packing Lists. The Parties have agreed to consider an Act issued by the CUSTOMER upon acceptance of the Goods’ Сonsignment at the warehouse of the final destination (as per Specifications to the Contract) as a sufficient proof of such discrepancy without any further confirmation by an independent organization (or any other third party).Such claims can be issued by the CUSTOMER within ___ (__________) calendar days from the date of arrival of the Goods at the warehouse of the final destination (as per Specifications to the Contract).

In this case the CUSTOMER has the right to issue a Debit Note in accordance with the present clause of the Contract.

10.2. In case of discrepancy between the quantity and the value of the Goods as per the Invoices and Packing Lists, and the Goods indicated in the Specifications the CUSTOMER shall send the MANUFACTURER a written notification stating the amount of the discrepancy.

10.3. In case the total value of the Goods delivered is more than the total amount of payments under the Contract the CUSTOMER shall effect balance payment within 30 (thirty) calendar days after the receipt of the MANUFACTURER’s Notification.

Notification shall be sent not later than 120 (one hundred twenty)calendar days after the date of the last delivery.

In case the total value of the Goods delivered is less than the total amount of payments under the Contract the MANUFACTURER shall transfer the difference to the bank account of the CUSTOMER within 15 (fifteen) calendar days after the receipt of such notification from the CUSTOMER. Notification shall be sent not later than 120 (one hundred twenty) calendar days after the date of the last delivery.

Within 150 (one hundred fifty)calendar days after the date of the last delivery the Parties shall sign the Statement of account.

10.4. In case the quality of the delivered Goods is improper and/or colors/measurements/ technical characteristics of the delivered Goods do not correspond to the Contract and/or relevant Confirmed Samples and technical requirements /Specifications the CUSTOMER shall issue a claim to the MANUFACTURER stating the articles and the reason of the claim.

Claims shall be issued by the CUSTOMER within ____ (___________)  calendar days from the date of the Goods’ arrival to the warehouse of final destination (as per Specifications).

The MANUFACTURER shall send to the CUSTOMER, by fax or e-mail, a written confirmation of the MANUFACTURER’s acceptance of the discrepancies specified in the CUSTOMER’s сlaim within 15 (fifteen) calendar days from the date of receiving the claim. If within the abovementioned period the MANUFACTURER has not sent the above confirmation, the claim shall be considered to be accepted by the MANUFACTURER.

The MANUFACTURER shall at the choice of the CUSTOMER:

1) pay to the CUSTOMER a penalty for the discrepancies specified in the CUSTOMER’s сlaim. In this case the CUSTOMER shall be entitled to issue a Debit note for the amount of the penalty within 15 (fifteen) calendar days from the date of receipt of the MANUFACTURER’s written confirmation of the above discrepancies / the date when the claim shall be considered as being accepted; or

2) replace Goods within 60 (sixty) calendar days from the date of receipt of the MANUFACTURER’s written confirmation of the above discrepancies / the date when the claim shall be considered as being accepted. In case of the MANUFACTURER’s failure to replace the Goods within the time limit specified above, the CUSTOMER shall be entitled to issue a Debit note for the amount of the penalty within 15 (fifteen) calendar days after the expiration of  the time limit for the replacement of the Goods

The amount of penalties shall be defined in proportion to the price of the appropriate Goods and shall be agreed by the Parties additionally in written form (by fax or e-mail).

At that the CUSTOMER reserves the right to cancel the Contract unilaterally.

10.5. Should the total amount of the Goods returned bythe final consumers due to the hidden quality defects within 4 (four) months after the date of arrival of the Goods to the CUSTOMER’s warehouse at final destination exceed ___% (__________)  of the total amount of the Goods per any style delivered by the MANUFACTURER, the CUSTOMER has the right to issue a claim to the MANUFACTURER within the period of validity of the Contract and corresponding Debit Note for the total amount of such defective Goods within ___ (__________) calendar days after the issuing a claim.

In case the CUSTOMER issue a Debit Note for the total amount of penalty/fine in accordance with clauses 2.6.1., 5.3., 6.3., 6.14., 7.4., 8.5, 8.9., 9.1.4, 10.1., 10.4., 10.5. of the Contract or in case the CUSTOMER issue the Invoice/Debit Note for the amount of expenses to be reimbursed by the MANUFACTURER in accordance with Clauses 6.4. or 6.5. of the Contract:

a) The MANUFACTURER shall reduce the amount of any next set of the documents presented under the L/C, as mentioned in clause 4.6. of the Contract, for the amount of the Invoice/Debit Note and the MANUFACTURER shall not consider the amount of this Invoice/Debit Note to be a debt of the CUSTOMER under the Contract; 

b) The CUSTOMER has the right to deduct the amount of the Invoice/Debit Note from the amount of any next payment by bank transfer to the MANUFACTURER at his sole discretion and the MANUFACTURER shall not consider the amount of this Invoice/Debit Note to be a debt of the CUSTOMER under the Contract.

c) The CUSTOMER has the right to send to the MANUFACTURER a written request and the MANUFACTURER shall transfer the amount of the Invoice/Debit Note to the bank account advised by the CUSTOMER within 15 (fifteen) calendar days after receipt of the corresponding CUSTOMER’s request.

12.1. The Parties shall be released from the responsibility for complete or partial non-performance of the obligations under the Contract if such non-performance was caused by the circumstances beyond the reasonable control of the Parties and which directly impede the fulfillment by the Parties of the obligations under the Contract (hereinafter - Force-majeure circumstances).

12.2. Force-majeure circumstances include but not limit to: fire, flood, earthquake, war or military operations as well as prohibitive acts of government authorities or embargo acts.

12.3. The Party affected by Force-majeure circumstances shall immediately advise the other Party of beginning and cessation of such circumstances preventing the execution of the Contract.

The notification shall be confirmed by the Chamber of Commerce and Industry of the country of the respective Party and shall be sent to another Party by registered letter.

12.4. In Force-majeure circumstances the periods of fulfillment by the Parties of their respective obligations under the Contract shall be extended for the period of their duration but only so far as these circumstances affect considerably the execution of the Contract.

12.5. If the Force-majeure period lasts more than 1 (one) month either Party has the right to cancel the whole or a part of the Contract unilaterally by sending a written notice about it to the other Party.

In this case neither Party has the right to be indemnified in respect of any losses.

12.6. If either Party by this moment has liabilities towards the other Party (the payment is effected, but the Goods have not been delivered; the Goods are received, but the payment has not been effected and etc.) then the Parties shall effect the settlement of accounts within 2 (two) months from the beginning of Force-majeure circumstances.

13.1. The Parties shall take all efforts to effect an amicable settlement of all disputes and differences, which may arise out or in connection with the Contract.

13.2. In case an amicable way proves to be impossible any dispute, controversy or claim which may arise out of or in connection with the present Contract, or the execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the [Country] in accordance with its Rules.

The Arbitration award is final and binding upon both Parties.

13.3. To the relations of the Parties under the Contract as well as to the rights and obligations of the Parties which were not regulated under the Contract the [Country] Law shall be applicable.

13.4. Reference to the applicable law shall be deemed a reference to substantive law rather than the law of conflict (including renvoi to a law of another country) of the relevant country.

14.1. The MANUFACTURER shall not have the right to transfer to a third party its rights and/or obligations under the Contract without the prior written consent of the CUSTOMER.

14.2. The Goods, which the MANUFACTURER delivers to the CUSTOMER, shall be free from any claims of the third parties and shall not be the object of pledge.

14.3. All Modifications, Specifications, Additional Agreements, Appendices and Addenda to the Contract are valid only when issued in writing and signed by both Parties.

14.4. Notices sent by e-mail are considered to be acceptable by the Parties. The Parties have agreed that correspondence under Contract shall be effected by the Parties using the following e-mail addresses:

______________________________, 

______________________________, 

______________________________, 

______________________________. 

 14.5. The reportof the facsimileset(confirmation that fax has been sent) that contains the date, the number of the fax of the recipient and the information on the successful transmitting of the fax as well as an e-mail read receipt is the sufficient evidence of the facts of sending and receiving of the information and/or documents by means of e-mail or fax.

The documents transferred by means of fax with the reports on transmitting as well as printed e-mails may be used as written evidences before court.

14.6. All taxes, fees, customs duties and all expenses connected with obtaining export licenses under the Contract or in connection with the same out of the territory of the CUSTOMER’s country are to be borne by the MANUFACTURER.

14.7. After signing the Contract all preliminary agreements, documents and correspondence between the Parties concerning the Contract, except for Invoices, are to be considered null and void. Invoices issued by the MANUFACTURER upon technical reasons before the Contract comes into force are valid if the CUSTOMER accepts them.

14.8. Official documents connected with the Contract, its action and fulfilment shall be considered original in the English language. The Parties have chosenEnglish language for communication since the Parties declare that they have enough knowledge of English to carry out their obligations under the Contract.

14.9. The Contract comes into force on _________, and is valid till _______, but in any case till fulfilment of their obligations by both Parties (the MANUFACTURER and the CUSTOMER) under the Contract.

14.10. Unless otherwise agreed in the Contract in case of circumstances which do not allow further fulfillment of obligations under the Contract, each of the Parties shall have a right to cancel the Contract within not less than 20 (twenty) calendar days prior the date of termination written notification.

14.11. In case of termination of the Contract before above mentioned time the Parties are obliged to effect the necessary settlement of accounts under the Contract.

14.12. The Contract is drawn up in 2 (two) counterparts having equal legal force, one counterpart for each Party.

14.13. The Contract is issued in [Country] and English languages. In case of discrepancies the text in English shall prevail.

14.14. The Parties agreed that for signing by the Parties of Appendices, Addenda, Modifications, Additional Agreements and Specifications under the Contract, as well as Statement of account, and for the issuance of the Invoices, Notifications by the MANUFACTURER it is allowed to use a facsimile reproduction of the signatures of the MANUFACTURER’s representatives authorized to sign the indicated documents. Abovementioned documents, signed by facsimile signature will be considered by the Parties to be original documents.

14.15. Should one of the Parties changes its legal address, name, bank details etc. it shall not later than 10 (ten) business days before the date of such change inform the other Party regarding this change in writing, with statement that such written notification is an integral part of the present Contract.

14.16. The MANUFACTURER undertakes not to disclose during the Term or after the termination of the Contract any Confidential Information to any third party, except

14.16.1. in the performance of a Party’s duties under the Contract; or

14.16.2. as required by law; or

14.16.3. as may be reasonably required by the  MANUFACTURER to disclose in confidence to its shareholders (participants), directors, auditors, bankers, financiers and legal, financial and other professional advisers.

14.17. The MANUFACTURER further agrees not to use any Confidential Information for any purpose other than performance hereof.

14.18. The MANUFACTURER shall keep the Confidential Information confidential and not disclose it to third parties without prior written consent of the CUSTOMER. The MANUFACTURER shall undertake any and all measures or actions required or advisable under the applicable laws to protect the confidentiality of any Confidential Information disclosed to it hereunder.

14.19. The Confidential Information may be disclosed confidentially if required by the employees, chief executives and officers of the MANUFACTURER if such information would not be reproduced, copied or used for purposes other than it was provided for hereunder.

14.20. Should the MANUFACTURER disclose, it shall recover the losses of the CUSTOMER incurred in the result of disclosure of the Confidential information in a way violating the Contract.