|Contract between Partners|
CONTRACT No.__/__ _._.2010
____________, hereinafter referred to as "The Buyer", and the other party Direct Auction Co.LTD, hereinafter referred to as "The Seller", have agreed on the present Contract as follows :
|1. Subject of the contract|
The Seller sells and The Buyer buys from them, under CIF conditions to Vladivostok, used machinery and/or spare parts (hereinafter referred to as "Goods") under Addendums that are an integral part of the this Contract.
|2. Contract prices and total amount|
2.1. The total amount of the present Contract is ___ (___) US$.
2.2. The agreed and invoiced final prices of the goods are firm and unchangeable.
|3. Payment conditions|
3.1. The Buyer will pay the total Contract amount within three (３) banking days after signing the present Contract.
3.2. Payments will be made through inter bank transmittance to The Seller's account.
3.3. If The Seller fails to deliver the goods in the agreed time, they will fully refund payment by depositing the fund into The Buyer’s account, not later than five (5) days after receiving a notification. All expenses related to the refunding will be paid by the Seller except for those that occur inside the Russian territory.
3.4. If the Buyer defaults on payments in there due time, the Buyer shall be liable to the Seller for 800 (eight hundred) US$.
3.5. The deposit of 850 (eight hundred fifty) US$ made by the Buyer, is included into the total Contract amount.
|4. Time of delivery|
4.1. The goods will be delivered to Vladivostokport. The B/L date will be deemed as the delivery date.
4.2. Within three (3) days after a successful shipment, The Seller will notify The Buyer, by fax or internet, the Contract Number, B/L date and number, the description of the goods including the name and quantity, and the vessel’s name.
4.3. The Sellers will send to The Buyers the following documents :
|5.Force Majeure |
5.1. The Parties are not responsible for the failure to fulfill their Contract obligations, in whole or partially, due to unexpected natural phenomena, military operations of any type, blockades, regional administration or central government acts or any other causes beyond the control of The Parties.
5.2. In case force majeure situation arises, the fulfilling time of obligation of The Party affected will be postponed for the period corresponding to the interruption caused by force majeure. The Party affected by the force majeure shall immediately notify the other Party through any available means of communication stating the commencement and termination of the force majeure.
5.3. The proof of the existence of the force majeure occurred on The Seller or The Buyer`s territory shall be considered sufficient when certified by the regional or the central Chamber of Industry and Commerce of the relative country.
5.4. If the delay due the force majeure situation exceeds 30 (thirty) days, the volume of the delivery may be cancelled or reduced upon the agreement of The Parties, and neither Party has the right to claim any damage and/or losses which may arise out of such cancellation or amending conditions.
6.1. The Parties shall take all measures to settle amicably any disputes and differences that may arise in relation with The Present Contract. If The parties fail to settle their problem amicably on mutually acceptable basis they have the right to apply to Arbitration Court
6.2. The awards of the above arbitration will be final and binding upon both Parties.
|7. Other conditions|
7.1. All taxes, duties, and public charges imposed on The Seller, regarding the export of the goods, shall be paid by The Seller. All such duties, taxes and public charges imposed regarding the import of the goods shall be paid by The Buyer.
7.2. Any kind of alteration and amendments to this Contract will be valid only if they are written and signed by both Parties.
7.3. Neither Party hereto shall be entitled to transfer their rights, obligations and information on the present Contract to any third party without the previous written consent of the other Party.
7.4. When signing and effecting the present Contract The Parties agreed to use fax or internet communications followed by the mutual exchange of original documents.
7.5. The present Contract consists of three (3) pages excluding incorporated Addendums (invoice).
7.6. Starting from the signing date of this Contract, all previous correspondence and negotiations connected herewith become invalid.
7.7. The Contract is valid until _._.2011.
7.8. This Contract has two (2) copies, both in English and in Russian, and one (1) copy is for each Party.
|8. Other conditions|
"The Buyer": ______________
The bank of The Buyer______________
|"The Seller": "Direct Auction Co., LTD"|
Address: 1-9-7, Nishi Honmachi, Nishi-ku
Osaka (550-0005), Japan
Tel/Fax: (81)6-6532-1800; (81)6-6532-9700
Bank: Sumitomo Mitsui Banking Corporation