Standard contract form of CC “KMZ” for delivery of manufactured product

Supply Contract No. П-__/______/______
Konstantinovka «___» _________ 200____

Closed Joint Stock Company “Konstantinovka Iron & Steel Works” hereinafter referred to as Supplier in person of _____________________________ acting on the basis of ____________ on the one hand and _____________________________, hereinafter referred to as the Buyer in person of _____________________________, acting on the basis of _____________________________, on the other hand (at a joint mention is the Parties and each separately is Party) have signed the present Contract as follows:

1. SUBJECT OF THE CONTRACT
1. The Supplier undertakes to produce and hand over to the Buyer and the Buyer undertakes to accept and pay ___________________________________________________ (hereinafter the Product) in accordance with the terms and conditions of the present Contract.
2. Quantity, dimensions, price, total cost and delivery date of the Product shall be specified in Specifications being an integral part of the present Contract.
2. EXECUTION OF THE CONTRACT
1. The terms of supply is (EXW) FCA, Konstantinovka, Donetsk region, warehouse of CC “KMZ” (INCOTERMS 2000).
2. The Product shall be supplied by lots in accordance with the Specification to the present Contract.
3. The Buyer is obligated to take out the Product as per terms stipulated by clause 2.1 of the present Agreement within 3 (three) working days from the receipt date of Supplier’s written notification concerning Supplier’s readiness to carry out supply of the lot.
4. Shipping documentations are consignment note, tax bill, expenditure invoice for Product (its part).
5. Should the Product or its part mismatch the quality conditions stipulated by the present Contract such Product or its part shall be returned to the Supplier. Otherwise such Product or its part shall be discounted by mutual agreement of the Parties.
6. The Supplier undertakes to send written notification of the readiness of the Product lot for delivery within the delivery period specified in the Specifications.
7. Should the Buyer fail to effect payment in accordance with clause 3.2 of the present Contract or effects payment based on any terms irrelevant to clause 3.2 of the present Contract the Supplier has right to suspend the supply of the Product not bearing responsibility for non-observance of terms and scopes of supply.
8. Early delivery is permitted under the present Contract.
3. TERMS OD PAYMENT
1. The Bayer shall transfer payments for Product to the current account of the Supplier.
2. The Buyer should effect 100 % advance payment of each lot value within the time specified in the Specifications for the lot under supply in accordance with the present Contract.
3. The advance payment date is considered the payment receipt date to the current account of the Supplier.
4. The Product shall be delivered at the agreed prices that are valid at the time of advance payment receipt to the current account of Supplier. In connection with change of prices for raw materials and energy recourses and etc. the Supplier has right to review the prices. Change of the prices is subject to the obligatory agreement by the Parties and is to be set in Addendums and Specifications to the present Contract. On receipt of advance payment in accordance with the terms stipulated by clause 3.2 of the present Contract the price for paid Production is not the subject to change.
4. QUALITY AND PACKING
1. The Product shall meet the following quality requirements: GOST (TU)
2. The Parties might stipulate other quality conditions in the Specifications to the present Contract.
5. PARTIES RESPONSIBILITY
1. Should either of the Party fail to fulfill obligations under the present Contract or fulfill them improperly such Party shall bear responsibility toward the other Party in conformity with regulations of current legislation of Ukraine.
2. Should the Buyer fail to effect payment as per clause 3.2 of the present Contract the Supplier has right to cancel the Contract unilaterally of that the Supplier shall inform the Buyer within ten days and the Supplier shall claim payment of damages.
3. Should the Buyer fail to supply Product in full scope or partially in time stipulated by the Specifications the Supplier is obliged to repay the cost of undelivered Product as well as to pay a fine of Ukrainian National Bank rate of undelivered Product value or late delivered Product value for each calendar day from the last date of supply indicated in the Specifications until returning of the mentioned amount to the Buyer or delivery of the Product in full scope. At that the Supplier shall not be obligated to supply the Product which value is repaid to the Buyer.
6. FORCE MAJEURE
1. The Parties agreed that in case of force majeure (act of God that is beyond Parties control and makes impossible the fulfillment of the Parties obligations) particularly fires, floods, other natural disaster, strikes and other similar circumstances the Parties shall be released from their responsibilities for period during which such circumstances will remain in force.
2. Should the above circumstances continue to be in force more than 2 (two) months each Party shall have the right to reject further execution of the obligations under the present Contract. In such case neither of the Parties shall have the right to demand upon the other Party for compensation of any eventual damage concerning non performance of the obligations under the present Contract as a sequence of force majeure.
3. The proof of force majeure is the document issued by Ukrainian Chamber of Commerce and Industry that shall be sent to the other Party within 10 day from the day of such circumstances otherwise act of such circumstances shall be unconfirmed.
7. OTHER TERMS
1. The Contract comes into effect from the date of its signing by the both Parties and is valid till «____» ____________200__.
2. Any amendments and addendums to the present Contract shall be made by written agreement the Parties.
3. The Parties agreed that quality and quality acceptance of the Product to be supplied under the present Contract shall be carried out in conformity with Quantity Acceptance Procedure Directions for technical and industrial goods and consumer goods approved by Regulations of State Arbitrage under Council of Ministers of the USSR of 15.06.1965 № П-6 and Quality Acceptance Procedure Directions for technical and industrial goods назначения and consumer goods approved by Regulations of State Arbitrage under Council of Ministers of the USSR of 25.04.1966 № П-7. Also the Parties agreed that directions specified in the present clause of the Contract shall be applied as trade custom in accordance with the Article 7 of Civil Code of Ukraine.
4. All disputes which arise under or in connection with this Contract shall be settled in pre-trial order provided by Ukrainian Procedural Code of Practice. If such disputes wouldn’t be settled in pre-trial order they shall be settled at the Economic Court in accordance with current legislation of Ukraine.
5. The Supplier is a profit tax payer on the general grounds in accordance with Enterprise Profit Taxation Act of Ukraine.

Buyer_____________________________________________________________
________________________________________________________________________________
The present Agreement is made up in two originals having equal legal effect, one copy for each Party.

8. LEGAL ADDRESS AND PARTIES DETAILS