鞋采购合同俄英版.doc

17 CONTRACT . , Moscow, Russia 2010 ._, 2010, , _, , , , , _, , , ( ) :_hereinafter referred to as the “Seller”, represented by _ acting on the basis of _, on one part, and hereinafter referred to as the “Buyer”, represented by its General Director _acting on the basis of the Charter, on the other part, have concluded the present Contract (hereinafter referred to as the “Contract”) as follows:1. 1. Subject of the Contract1.1. ( ) , , ( (). , . 1.1. The Seller shall pass to the Buyers ownership the footwear of season _ (hereinafter referred to as the “Goods”) in the terms, quantity, range of goods and at the prices per one unit of the Goods according to the Specifications additionally made by the Parties (hereinafter referred to as the “Specification (s)”).The Buyer shall accept and pay for the Goods according to the terms and conditions of the present Contract including Specifications.1.2. , . 1.1. , .1.3. / (), .1.2. The Specifications indicated in Clause 1.1 of the present Contract shall be considered as Appendices to the Contract and its integral part.1.3. Without the Buyers written consent, the Seller shall not be entitled to manufacture/order the production and realize to third parties the Goods of those articles (models) which are agreed upon by the Parties in the Specifications hereto for the delivery to the Buyer.2. 2. Quality of the Goods.2.1. . ( ). . ().2.1. The quality of the Goods is to be not lower than the state standards existing in Russia. The Seller shall provide the Buyer with the samples for approval (in kind or in the picture).After the Buyers approval the samples of the Goods to be delivered, the quality of the Goods is to be identical to the quality of these samples. The signing of the Specifications by the Parties shall be considered as the Buyers approval of the corresponding samples (models).2.2. . .2.3. . . , 2 2 ., , . , 3 3 . , 4 4 . 2, 3 4 , CENTRO, 2, 3 4 , , . 2, 3, 4 2, 3, 4 , , . () . (, , , ) .2.2. Tare and inner packing shall secure full safety of the Goods and protect the Goods from any damages during transportation by all kinds of transport means involving transshipments. The Seller shall be liable for improper packing of the Goods. 2.3. Each pair of shoes shall be packed in a paired box. Each paired box shall be marked in the Russian language.Each paired box is to be marked in accordance with the provisions specified in Appendix 2 or 2a to the present Contract. Cartons in which paired boxes shall be packed are to be marked in the Russian language.Each carton is to be marked in accordance with the provisions specified in Appendix 3 or 3a to the present ContractEach half-pair shall be marked in the Russian language in accordance with the provision specified in Appendix 4 or 4a to the present Contract.Appendices 2, 3 and 4 shall be applied for the Goods subject to marking with trademark CENTRO, and Appendices 2, 3 and 4 for the Goods subject to marking with other Trademark stated by the Buyer.Applying Appendices 2, 3, 4 or 2, 3, 4 shall be effected by the Seller to the certain Goods depending on the fact what Trademark is stated in the corresponding specification signed by the Parties.The Seller shall deliver to the Buyer the Goods with approved by the Buyer anti-theft labels (tags) fixed on each unit of the Goods. The requirements to the tag (size, form, type and other technical characteristics) and its placement on each unit of the Goods shall be stated by the Buyer and brought to the Sellers information in the written form.2.4. , , () ( () ), .2.3. , , . 3 () . , , .2.5. , . 30 () :- , , , , ( , .) - , , . , , , , .2.6. / , , (), : 1) , , ; 2) , , . .2.4. Should packing and marking of the Goods fail to correspond to the provisions of the present Contract, including the Appendices hereto, and (or) in the event of absence of the anti-theft tags (or should tags do not correspond to the Buyers requirements relating to them and (or) their replacement on the Goods), stated in Clause 2.3. hereof, the Seller shall reimburse the Buyer for all the losses connected with improper packing and marking. The Seller shall pay to the Buyer the amount of such losses within 3 calendar days of the moment of receipt of the claim or on the Buyers instruction shall set-off the corresponding amount of the losses as future payments under the present Contract. The provisions of the present Clause shall not affect the other Buyers rights connected with improper packing or marking stipulated by the present Contract.2.5. In case of return of the Goods to the Buyer, the Buyer shall have the right, in accordance to the Russian legislation of consumer protection, to refuse from defective Goods notifying the Seller of this. Within 30 (thirty) calendar days of the receipt of the Buyers notification, the Seller is obliged to effect one of the following:- to return the paid cost of the Goods as well as to reimburse for the Buyers other losses, namely the expenses connected with delivery of the Goods to a consignee (customs dues, freight, etc.)- on the corresponding Buyers instruction to set-off the paid cost of the Goods and the amount of the Buyers losses as future payments under the present Contract,Moreover the Seller shall prepay for all expenses connected with return of the Goods. If, under the laws of the Russian Federation, the defects of the Goods cause the necessity of utilization of such Goods, the Seller shall effect one of the acts above-mentioned in this Clause, and shall reimburse the Buyers expenses for utilization, but the Buyer shall not be obliged to return such Goods to the Seller.2.6. Should the Buyer and/or a retailer of the Goods delivered under this Contract be held liable under the Russian consumer legislation due to infliction of health injury to an individual a retail purchaser (Consumer), the Seller shall reimburse the Buyer for the incurred losses at a total rate of: 1) an amount paid to the Consumer as a compensation for caused injury independent of the rate of such an amount; 2) an amount of all penalties imposed on the Buyer in connection with retail of the Goods caused health injury. Eventual amount of the damage subject to the Sellers reimbursement and its settlement procedure shall be stated by the parties in a separate Agreement.3. 3.Terms of delivery and acceptanceof the Goods3.1. : FOB ( ) () , - . , . , 3 () ( ) . . , .3.2. 3.2.1. :- 3 () (ORIGINAL) ( * *), , ;- 5 () , -, ( ) ( ), ( ) , . ( ) . 3.2.2. :- 5 () , -, ( ) .3.2.3. , , 5 , , 30 () . 3.3. . . . 3.1. The Goods shall be delivered FOB (Free on board) _ (China) or any other port in the territory of the People Republic of China, Gong Kong or Taiwan - at the Buyers discretion. The date of loading the Goods on board the ship indicated by the Buyer shall be considered as a date of delivery. The Buyer is to state a Forwarding Agent by e-mail not later than 3 (three) calendar days before the delivery of the corresponding consignment (its part) of the Goods.The Goods shall be imported into the territory of the Russian Federation.The date of the Goods dispatch from the Sellers warehouse as well as the date of the Goods shipment on board the ship shall be stated in the Specifications.3.2. The Seller is obligated to forward3.2.1. to the Buyers address:- the copies of original Bill of Lading (ORIGINAL) (with the mark *shipped on board*), Packing List, and Invoice for the Goods loaded into a container within 3 (three) calendar days from the delivery, by fax; - the original or copy of Bill of Lading ( COPY non negotiable), duly executed original Invoices and Packing lists (in quadruplicate) for the Goods loaded into a container within 5 (five) calendar days from the date of delivery, by express mail.The Seller shall be responsible for authentication and correctness of the documents drafted by the Seller (or by a consignor). 3.2.2. to the address of the Agent of the Line:- the original Bill of Lading (in triplicate) for issue of the line of telex release, within 5 (five) calendar days of the date of delivery, by express-mail3.2.3. to the Buyers address: under form of Appendix 5 data regarding dimensions and quantity of the boxes and cartons prepared by the Seller for dispatch to the Buyer, prior to 30 (thirty) calendar days before shipment of the Goods for their delivery to the port, by mail or fax stated by the Buyer 3.