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  • CONTRACT FOR SENDING SPECIALISTS ABROAD
  • CONTRACT FOR THE EXPORT OF GOODS
  • CONTRACT FOR THE PURCHASE OF CONSUMER GOODS
  • CONSTRUCTION CONTRACT     up


         This agreement made this _(1)_ day of ____(2)__________, 19__(3)_, by and between ________(4)___________, of _______(5)____________, herein referred to as "owner", and __________(6)__________, of _________(7)__________, herein referred to as "contractor".
         Owner and contractor in consideration of the mutual covenants hereinafter set forth agree as follows:

    SECTION ONE
    STRUCTURE AND SITE


         Contractor shall furnish all labor and materials necessary to construct a ____(8)______, upon the following described property, which owner warrants he owns, free and clear of liens and encumbrances: ________(9)___________.

    SECTION TWO
    PLANS


         Contractor shall construct the structure in conformance with the plans, specifications, and breakdown and binder receipt signed by contractor and owner, and will do so in a workmanlike manner. Contractor is not responsible for furnishing any improvements other than the structure, such as landscaping, grading, walkways, painting, sewer or water systems, steps, driveways, patios and aprons, etc., unless they are specifically stated in the breakdown.

    SECTION THREE
    PAYMENT


         Owner shall pay contractor the sum of ___(10)___ Dollars ($__________) in installments as set forth in the escrow instructions or the primary lender's schedule (whichever is applicable) signed by owner. In the event any installment is not paid when due, contractor may stop work until payment is made and for five (5) days thereafter. In the event any installment is not paid within ten (10) days after it is due, contractor may take such action as may be necessary, including legal proceedings, to enforce its rights hereunder.

    SECTION FOUR
    PREPARATION


         Prior to the start of construction, owner shall provide a clear, accessible building site, properly excavated and correctly zoned for the structure, and shall identify the boundaries of owner's property by stakes at all corners. Owner shall maintain such stakes in proper position throughout construction. In the event contractor cannot obtain a building permit within thirty (30) days of the date of this agreement, contractor may declare the agreement of no further force or effect.

    SECTION FIVE
    UTILITIES


         Prior to the start of construction, and at all times during construction, owner shall provide and maintain, at owner's sole expense, an all-weather roadway to the building site, and water and electrical service, including 220 amp outlet. Owner shall, at owner's expense, connect permanent electrical service, gas service or oil service, whichever is applicable, and tanks and lines to the structure upon acceptable cover inspection and prior to wall covering. Owner shall, at owner's expense, connect sewage disposal and water lines to the structure within fifteen (15) days after the rough plumbing is complete.

    SECTION SIX
    RESPONSIBILITY


         Contractor shall not be responsible for claims arising out of improper placement or positioning of boundary stakes or house stakes; nor shall contractor be responsible for damages to persons or property occasioned by owner or his agents, third parties, acts of God or other causes beyond contractor's control. Owner shall hold contractor completely harmless from, and shall indemnify contractor for, all costs, damages, losses, and expenses, including judgments and attorneys fees, resulting from claims arising from causes enumerated in this paragraph.

    SECTION SEVEN
    POSSESSION


         Owner shall not have possession of the structure until such time as all payments or other obligations required to them as set forth in this agreement have been fully paid or performed by them. If possession of structure is taken by owner before the above obligations are met, without the written consent of contractor, it shall be considered as acceptance of the structure, by the owner, as complete and satisfactory.

    SECTION EIGHT
    GENERAL PROVISIONS


         Owner agrees to promptly complete the necessary requirements to obtain financing and to prepare the site for construction. There are no understandings or agreements between contractor and owner other than those set forth in this agreement and in the documents referred to in Sections Two and Three. No other statement, representation or promise has been made to induce either party to enter into this agreement. This agreement and the documents referred to in Sections Two and Three may not be modified or amended except by written agreement of the parties. In witness whereof, the parties have executed this agreement the day and year first written above.
         Witnesses Owner
         ____________(11)_______________ ___________(12)_______________
         ____________(11)_______________
         Witnesses Contractor
         ____________(11)_______________ ___________(13)_______________
         ____________(11)_______________

    CONTRACT     up

         THIS AGREEMENT, made and entered into this ___ day of_________, l99_, by and between ___________________, the Seller, and ___________________, the Buyer:

         1. The seller hereby undertakes to transfer and deliver to the buyer on or before __________, l98_, the following described goods:

         2. The buyer hereby undertakes to accept the goods and pay for them in accordance with the terms of the contract.

         3. It is agreed that identification shall not be deemed to have been made until both the buyer and the seller have agreed that the goods in question are to be appropriated to the performance of the contract with the buyer.

         4. The buyer shall make payment for the goods at the time when and at the place where the goods are received by him.

         5. Goods shall be deemed received by the buyer when received by him at

         6. The risk of loss from any casualty to the goods regardless of the cause thereof shall be on the seller until the goods have been accepted by the buyer.

         7. The seller warrants that the goods are now free and at the time of delivery shall be free from any security interest or other lien or encumbrance.

         8. The seller further warrants that at the time of signing this contract he neither knows nor has reason to know of the existence of any outstanding title or claim of title hostile to his rights in the goods.

         9. The buyer shall have the right to examine the goods on arrival, and within business days after such delivery he must give notice to the seller of any claim for damages on account of the condition, quality, or grade of the property, and must specify the basis of his claim in detail. The failure of the buyer to comply with these rules shall constitute irrevocable acceptance of the goods.

         10. Executed in duplicate, one copy of which was delivered to and retained by the buyer, the day and year first above written.
         /S/..........................
         /S/..........................


    CONTRACT FOR SALE OF GOODS     up

         Agreement made and entered into this [date] , by and between [name of seller], of [address] [city], [state], herein referred to as "Seller", and [name of buyer], of [address] [city], [state], herein referred to as "Buyer".

         Seller hereby agrees to transfer and deliver to buyer, on or before [date], the following goods:

         Buyer agrees to accept the goods and pay for them in accordance with the terms of the contract.

         Buyer and Seller agree that identification shall not be deemed to have been made until both parties have agreed that the goods in question are to be appropriated and fulfill the requirements of performance of said contract with the buyer.

         Buyer agrees to pay for the goods at the time they are delivered and at the place where he receives said goods.

         Goods shall be deemed received by buyer when delivered to address of buyer as herein described.

         Until such time as said goods have been received by buyer, all risk of loss from any causualty to said goods shall be on seller.

         Seller warrants that the goods are now free from any security interest or other lien or encumbrance, that they shall be free from same at the time of delivery, and that he neither knows nor has reason to know of any outstanding title or claim of title hostile to his rights in the goods.

         Buyer has the right to examine the goods on arrival and has [number] of days to notify seller of any claim for damages on account of the condition, grade or quality of the goods.

         That said notice must specifically set forth the basis of his claim, and that his failure to either notice seller within the stipulated period of time or to set forth specifically the basis of his claim will constitute irrevocable acceptance of the goods.

         This agreement has been executed in duplicate, whereby both buyer and seller have retained one copy each, on [date] .
         ______________________________
         ______________________________
         [Signatures]


    CONTRACT FOR SALE AND PURCHASE     up

         PARTIES: ____________________(1)_____________________________, as "Seller", of ________(2)____________, Phone: _____(3)________, and ______________(4)___________________ as "Buyer" of _______________(5)_______________, Phone: _______(6)__________, hereby agree that the Seller shall sell and Buyer shall buy the following property upon the following terms and conditions:

         I. DESCRIPTION:
         a) Legal description of real estate ("Property") located in _______(7)________ County, _______(8)_________:
         b) Street address, if any, of the Property being conveyed is:
         c) Personal property including all buildings and improvements on the property and all right, title and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and:

         II. PURCHASE PRICE $_______(9)______
         PAYMENT:
         a) Cash Deposit(s) to be held in escrow by _____________(10)________________ in the amount of $______(11)______ and promissory note to be held in same escrow as additional earnest Buyer's default in the amount of $______(12)______
         b) Assumption of Mortgage in favor of _____________(13)_________________ bearing interest at ___(14)____% per annum and payable as to principal and interest $_____(15)______ per month, having an approximate present principal balance of $______(16)______
         c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set forth herein below, in the principal amount of $______(18)______
         d) Other: $______(19)______
         e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments and prorations $______(20)______
         TOTAL $_______(9)______

         III. SURVEY & TITLE COMMITMENT; PERMITTED EXCEPTIONS.
         a) Preliminary Title Report. Within twenty (20) days from the date hereof, Seller, at Purchaser's sole cost and expense, shall cause a title insurance company ("Title Company") to issue and deliver to Purchaser an ALTA Form B title commitment ("Title Commitment") in the full amount of the Purchase Price of the real estate. Purchaser shall pay the premium for the policy at or before the closing as set forth herein. In the event title is found to be unmerchantable because of title defects, Purchaser or his attorney shall notify the Seller or its attorney in writing within five (5) days of the date of receipt of said Title et forth herein. In the event title is found to be unmerchantable title to the property and Seller shall have a period of one hundred twenty (120) days after receipt of such written notice within which to cure said defects in title and this sale shall be closed within ten (10) days after written notice of such curing Upon Seller's failure to cure defects of which written notice has Upon Seller's failure to cure defects of which written notice has been given, within the time limit aforesaid, the deposit this day paid shall be returned and all rights and liabilities arising hereunder shall terminate, or Purchaser may close this transaction in the same manner as if no title defects had been found.
         b) Survey. If the Purchaser desires a survey of the Property, it may have the Property surveyed at its expense prior to the closing date. If the survey shows encroachments on the Property herein described, or that the improvements located on the Property herein described encroach on other lands, written notice of that effect shall be given to the Seller and Seller shall have the same time to remove such encroachments as is allowed under this Agreement for the curing of defects of title (see Section III a) herein). If the Seller shall fail to remove or cure said encroachments within the period of time, then the deposit this day paid shall be returned to Purchaser and all rights and liabilities arising hereunder shall terminate, or Purchaser may close this transaction in the same manner as if no defects had been found.

         IV. PROVISIONS WITH RESPECT TO CLOSING.
         a) Closing Date. The consummation of the transaction contemplated by this Agreement ("Closing") shall take place at such place as designated by Seller on or before _____(21)______, or at such earlier date as agreed mutually, unless extended by other provisions hereof.
         b) Seller's Obligation at Closing. At Closing, Seller shall do the following: Execute, acknowledge, and deliver to Purchaser a Warranty Deed conveying the Property to Purchaser subject to:
              (i) taxes and assessments for year of closing and subsequent years;
              (ii) restrictions, easements and zoning ordinances of record, if any;
              (iii)public utility easements of record, if any;
              (iv) Mortgage to be assumed as described above; Any variance in the amount of said mortgage from the amount stated herein shall be added to or deducted from either the cash payment or the second mortgage as the Seller may elect.
              (v) Other:
         c) Purchaser's Obligations at Closing. Subject to the terms, conditions and provisions hereof, and concurrently with the performance by Seller of its obligations set forth in Section IV b) above, Purchaser shall deliver to Seller cashier's check or other immediate local funds in the amount set forth in Section II of this Agreement.
         d) Closing Costs.

         Seller shall pay the following costs and expenses in connection with the Closing:
              (i) Documentary stamps which are required to be affixed to the Warranty Deed;

         Purchaser shall pay the following costs and expenses in connection with the closing:
              (i) The intangible tax required by law on the mortgage.
              (ii) All recording costs, including recording of the deed, mortgage, and any documents required in connection with the title insurance commitment.
              (iii) The premium payable for the title commitment and title policy issued pursuant thereto.
              (iv) Survey work.
         e) Proration of Taxes. Taxes for the year of the Closing shall be prorated to the date of Closing. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to the latest assessed valuation.

         V. PROVISIONS WITH RESPECT TO DEFAULT.
         a) Default by Purchaser. If Purchaser fails to perform this Agreement, the deposit this day paid by Purchaser as aforesaid shall be retained by or for the account of Seller as consideration for the execution of this Agreement. In such event the parties agree that said sum shall constitute liquidated damages since both Purchaser and Seller agree that actual damages for default or breach of contract could not readily be ascertained at the date of execution of this Agreement.
         b) Default by Seller. If Seller fails to perform this Agreement, the aforesaid deposit shall be returned to Purchaser and this shall be the sole remedy of Purchaser under this Agreement.

         VI. OTHER CONTRACTUAL PROVISIONS.
         a) Notices. Any notice to be given or to be served upon any party hereto, in connection with this Agreement, must be in writing, and may be given by certified mail and shall be deemed to have been given and received when a certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States Mail; and if given otherwise than by certified mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notices shall be given to the parties hereto at the addresses stated above.

         Any party hereto may, at any time by giving five (5) days' written notice to the other party hereto, designate any other address in substitution of the foregoing address to which such notice shall be given and other parties to whom copies of all notices hereunder shall be sent.
         b) Assignability. The Purchaser is prohibited from assigning all or any part of this Agreement.
         c) Entire Agreement; Modification. This Agreement embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.
         d) Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of _______(22)________.
         e) Headings. Descriptive headings are for convenience and shall not control or affect the meaning or construction of any provision of this Agreement.
         f) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.
         g) Counterparts. This Agreement may be executed in several counterparts, each constituting a duplicate original, but all such counterparts constituting one and the same Agreement.
         h) Interpretation. Whenever the context hereof shall require, the singular shall include the plural, the male gender shall include the female gender and the neuter, and vice versa.
         i) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
         j) Section 1031 Exchange. Upon request by Seller, Purchaser shall cooperate with Seller in order to effectuate the goal of Seller to have this transaction qualify for a tax deferred treatment under Section 1031 of the Internal Revenue Code of 1986, as amended, provided that Purchaser is put to no additional expense, in this regard, and that the closing is not materially delayed. Formal provisions detailing the exchange shall be entered into by the parties and made a part of the final contract of exchange, no later than as such time as Purchaser shall acknowledge satisfaction of the contingencies to its obligation to close this transaction.
         k) Time for Acceptance & Effective Date. If this offer is not executed by both parties hereto on or before ____(23)_______, the aforementioned deposits shall be returned to Purchaser, and this offer shall thereafter be null and void. The date of the Agreement ("Effective Date") shall be the date when the last one of the Seller and Purchaser has signed this offer.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

         Witnesses: "Purchaser"
         __________(24)___________ _____________(25)______________
         __________(24)___________ Date: _______(26)______________
         __________(24)___________ _____________(27)______________
         __________(24)___________ Date: _______(26)______________
         "Seller"
         __________(24)___________ _____________(28)______________
         __________(24)___________ Date: _______(26)______________
         __________(24)___________ _____________(29)______________
         __________(24)___________ Date: _______(26)______________
         "Escrow Agent"
         __________(24)___________ _____________(30)______________
         __________(24)___________ Date: _______(26)______________


    CONTRACT FOR SENDING SPECIALISTS ABROAD     up

    CONTRACT N
    MoscowDecember 1, 199..
    ............ Moscow, hereinafter referred to as the "Supplier" and the State Enterprise for.............. hereinafter referred to as the "Customer" have signed the Present Contract. The terms and conditions of the Contract are as follows:

    1

         The Supplier shall construct and commission the Cement Plant in ........ For this purpose the Supplier shall send to ............ specialists.

    2

         The number of specialists, their specialities and periods of stay in... shall be stipulated in the Appendix to the present Contract. The Appendix shall form an integral part of the Contract.

    3

         The Supplier's specialists shall be sent to ...at the customer's request in accordance with the agreed schedule of commissioning of various units and shops of the Cement Plant.

    4

    4.1. The Customer shall reimburse the Supplier for:

         a) monthly salaries of specialists in Local currency from the date of arrival in ............ up to the date of departure from ............. at the following rates:
         General Consultant -
         Deputy General Consultant -
         Specialist on -
         Senior Engineer -
         Engineer -
         Foreman -

         b) transfer allowance to every specialist sent to .............. for a period of one year or more at the following rates:
         General Consultant -
         Deputy General Consultant -
         (and all others)

         c) air travel expenses of the specialists and their family members from Moscow to.............. and back: for General Consultant and Deputy General Consultant - first class; and for other specialists - tourist class (economy class); including the cost of excess luggage transportation over and above the free allowance indicated in each ticket at the rate of 80 kg per person and the maximum of 240 kgs for a family.
         The family members (wife and dependent children) shall travel to ............ only if the period of the specialist's stay in ............ is to exceed six months.

         d) round travel expenses (excluding excess luggage) for specialists and their family members going on home leave;

         e) the period of specialists' holiday.
         The duration of holiday shall be 48 working days for year of work in ............... .
         The time of holiday shall be agreed about in each particular case.

         f) expenses incurred on the insurance of the Supplier's with Ingosstrakh against professional risks and/or accidents during their stay in ............ at the rate of.......... per year per each specialist.

    4.14.2. The Supplier shall bear expenses of sending interpreters and their family members.

    5


         The Customer at his own expense shall ensure:

         a) meeting and seeing off specialists, interpreters and their family members;
         b) the travel of specialists, interpreters and their family members to the duty station by railway (airconditioned coaches) and/or by car and also transportation of their luggage;
         c) first class hotel accommodation for specialists, interpreters and their family members on their way to the duty station in .............. and back including expenses for service and meals;
         d) transport facilities for business trips;
         e) first class hotel accommodation (or adequately furnished flats) and offices;
         f) adequate medical service including hospitalization if necessary;
         g) transport facilities for sightseeing and social purposes;
         h) primary school facilities for children of specialists and interpreters.

    6

    4.16.1. If any of the Supplier's specialists fall ill while staying in ............. the Customer shall continue payment of his monthly salary for a period of up to two months.

    4.16.2. In the event of prolonged illness of a specialist the Supplier shall replace him and the Customer shall reimburse the Supplier for all expenses incurred.

    4.16.3. The Supplier reserves the right to recall any of his specialists and replace him with another specialist of similar qualification and experience.

    4.16.4. The Supplier's personnel shall observe all the laws, rules and regulations of the Customer's country and also respect the local customs and traditions.

    4.16.5. The holidays of the Supplier's country shall be days off for the Supplier's specialists and shall be paid by the Customer.

    7


         To effect payments under this Contract the officials of the Russia's side in ............. shall, once every month, draw invoices in 3 copies to the Customer through the National Bank of............ for collection. A statement, containing the names of the Supplier's specialists, the duration of their stay in the Customer's country, monthly reimbursement rates and other expenses incurred under the present Contract shall be enclosed with each invoice.
         The Customer shall pay against the above invoices within 15 (fifteen) days from the date of receiving the invoices.
         The above sums shall be remitted to the account of the Bank for Foreign Economic Affairs in favour of the Supplier.

    CONTRACT FOR THE EXPORT OF GOODS     up

    CONTRACT N
    of ______________200____

         Place of signing_______________________________________________
         Trade Partners Enterprise, Moscow, Russia, hereinafter referred to TPE, on the one part, and Bulgaria Cardon Tubes Limited, Nigeria, hereinafter referred to BCTL, on the other part, have signed the present contract as follows:

    1

         1.1. To the total sum indicated in point 1.1 TPE shall deliver within _______ months of the date of signing this Contract the goods as under Annex I to the Contract being its integral part.
         Quantity ___________ metric tones.
         Price per ton ___________
         Total sum ______________

         The delivery shall be effected on C.I.F. terms, Bulgarian port.1.2. The date of Bill of Lading made out for this lot of goods shall be considered the date of delivery of goods. The goods delivered under this Contract shall be considered accepted:
         - in respect of quality - in accordance with the quality provided for in the Quality Certificate of the manufacturer;
         - in respect of quantity - in accordance with the quantity of the pieces and the weight stated in the Bill of Lading.

    2

         2.1. Payments for the goods delivered in accordance with the present Contract shall be effected by BCTL in___________________________________

         2.2. To effect the payment, BCTL shall open within 30 (thirty) days from the date of receipt from TPE of the cable notification of readiness of the goods for delivery an irrevocable confirmed letter of credit with a Bank for Foreign Economic Affairs, Moscow, through the State Bank of Bulgaria in favour of TPE to the amounts stated in 1.1 and shall be valid for a period of _____ months from the date of opening of Letter of Credit.

         2.3. Should BCTL do not open the Letter of Credit in the period stipulated by 2.1 and in accordance with the terms and conditions of 2.6 of the present Contract, TPE shall be entitled to correspondingly prolong the period of delivery of the goods either for a period of delay in opening the Letter of Credit or for a period to be required to make the Letter of Credit correspondent to the terms and conditions of 2.5 of the Contract.
         Should the validity of the Letter of Credit be prolonged, the validity of the present Contract shall be automatically prolonged.

         2.4. The Letter of Credit should not contain any other terms and conditions except those stipulated by the present Contract.

         2.5. The payment under the Letter of Credit shall be effected by the Bank for Foreign Economic Affairs of the RF for the delivery of goods against the invoices of TPE to be forwarded in 3 copies for every lot of goods attaching the following documents:
         1. Two originals of a clean on board Bill of Lading, issued in the Black Sea port in the address of BCTL.
         2. Shipping specification - 3 copies.
         3. Quality certificate - 1 copy.
         4. Insurance policy issued by the RF Ingosstrakh - 1 copy.

         2.6. The Letter of Credit shall contain the following terms and conditions:
         a) partial shipment is allowed;
         b) the number of the Letter of Credit shall be written only on the invoices;
         c) the sum of each invoice shall be calculated on the basis of the actual weight of the shipped goods and average weight price per each Net metric ton of the goods equal to____________________, C.I.F., the port of Bulgaria;
         d) the total value inclusive of the sum of the last invoice shall not overestimate the total Contract value;
         e) the Letter of Credit shall contain the terms and conditions of i.2.4 of the present Contract;
         f) the Contract will be deemed to have been fulfilled when supply of goods is effected within - 5% of the Contracted quantities.
         However payment will be on the basis of actual quantities as per the Bill of Lading.

         2.7. All the expenses connected with the opening Letter of Credit, notification of its opening and, in case of necessity, increase and prolongation of the Letter of Credit shall be borne by BCTL.

    3

         3.1. When delivering the goods, the following documentation shall be forwarded to BCTL:
         a) Bill of Lading - three originals and four copies including one original to be airlifted to BCTL's agent at the port; two originals with the invoice, one copy to BCTL by airmail; one copy by airmail to the BCTL's agent; two copies with the captain's mail;
         b) shipping specification in six copies including one copy to be airlifted to BCTL at the port; three copies with the invoice; one copy with the captain's mail and one copy by airmail to BCTL's agent at the port;
         c) Quality Certificate in two copies including one copy with the captain's mail and the other with the invoice;
         d) packing List in four copies including two copies along with the cargo inside Case No.1; two copies with each package (one copy inside the package and the second one inside the special pocket on the outer side of the case);
         e) insurance Policy with the invoice - 1 copy.

         3.2. The packing of the goods to be delivered under the present Contract shall ensure its safety during both railway and marine transportation as well as during transshipment when the usual handling of the cargoes is observed.

         3.3. The goods to be delivered shall have the following marking:
         - Made in Russia
         - The port of loading
         - Order Number
         - Case Number
         - Net and Gross Weight
         - Consignee
         - Contract No.
         - Port of destination.

         3.4. The package number is shown with the fraction; the numerator being the serial number of the package and the denominator being the total number of the packages containing a complete unit of the goods.

         3.5. The package that cannot have the above mode of marking shall have a metal tag fastened and bearing the required marking.

         3.6. BTCL shall ensure the unloading of the goods from the Vessels at the port of unloading at his own expense.

    4

         4.1. TPE guarantee the quality of me delivered goods within 6 months from the date of delivery at the port of destination.

         4.2. Should any quantity of delivered goods prove to be defective during the guarantee period TPE at his own expense shall replace the corresponding defective quantity of goods for the goods of proper quality.
         The guarantees shall not cover the goods damaged en route or due to nonobservance of instructions on storage, due to carelessness or improper handling while transshipment or usage.

         4.3. Any claims in respect of quality of the goods shall be submitted to TPE within the guarantee period but not later than 30 (thirty) days after guarantee period expires.

         4.4. Any defects detected in the delivered goods during the guarantee period shall be covered by an Act of Claim to be issued within a reasonable period of time, but not later than 30 (thirty) days after the defect is found, moreover the participation of the TPE's representative or a person authorized by the Supplier for issuing an Act of Claim being binding.
         Should the TPE's representative do not arrive for participation in drawing up the Act of Claim within a 30 days from the date of receiving the written notification of BCTL, BCTL shall issue the Act of Claim in unilateral order and this Act of Claim shall be the ground to present a Claim. A list with the detailed description of the detected defects is to be enclosed with the BCTL's notification.

         4.5. The Act of Claim shall be considered the document substantiating the Claim.

         4.6. The Act of Claim shall contain the description and quantity of the goods under claims, order number, description and origin of the defect, the date of the goods delivery at the port of unloading, the condition of packing and storage as well as the concrete claim of BCTL.
         A photo of the defective goods is to be attached thereto if possible.
         The claim shall be sent by the registered mail by BCTL with the enclosure of all the required documents.
         The date of the postal stamp of the country of despatch shall be deemed the date of presenting the claim.

         4.7. Claims in respect of quantity of the goods (entire shortage) shall be presented within 9 months from the date of delivery of the corresponding lot of goods in accordance with the procedure of the specified in sub-items 4.4, 4.5, 4.6 of paragraph 4 on condition that the goods were delivered to the place of destination with packing intact and was not damaged through the transport agencies fault.

         4.8. TPE shall undertake to settle such a claim within 3 (three) months from the date of receipt of the claim.

    5

         5.1. TRE shall insure the goods to be delivered on C.I.E. terms, the port of Bulgaria against usual marine risks with Ingosstrakh in accordance with the "Transport Insurance Rules".
         The insurance shall be made to the full amount for the goods on terms and conditions "against all risks".

         5.2. All the claims that may arise in connection with the loss and damage of the goods during transportation shall be made by BCTL directly to Ingosstrakh.

         5.3. Any risk of an accidental loss, breakage or damage to the goods passes from TPE to BCTL from the moment of loading the goods on board the ship at the port of loading.
         In case of any disagreement between the Nigerian and Russia's organizations on any matter arising from or connected with the implementation of the present Contract, TRE and BCTL shall immediately consult each other and endevour to reach a mutual settlement of such disagreement.
         Any dispute or difference which may arise out of or in connection with the Contract to be referred, with exclusion of the ordinary courts of law, for the decision of an arbitration to be held as follow.
         If the defendant in such dispute or difference is TPE the arbitration shall be held in Moscow by the arbitration court at the Chamber of Commerce in accordance with the Rules of Procedure of the said Court.
         If the defendant in such dispute or difference is BCTL, the arbitration shall be held by the Bulgarian Arbitration Court in accordance with the procedure of the said Court.
         Any award of the corresponding arbitration shall be binding upon both parties hereto.

    6


         Should the fulfilment of this Contract be infringed due to hostilities, embargo, blockades or any other contingence beyond either party's control, the parties shall not be responsible for the fulfilment of this Contract and the representatives of both the parties shall immediately consult each other and agree upon the actions to be taken.
         Under the circumstances the time of fulfilment of all the obligations of the both parties under this Contract shall be postponed for the period during which the force majeure or any consequences of the same will exist.
         Strikes shall not be deemed as force majeure.
         The existence of such circumstances on Russia's territory shall be confirmed by a certificate of the RF Chamber of Industry and Commerce while the existence of such circumstances on the territory of
         Bulgaria, shall be confirmed by a certificate issued by competent Bulgarian organization.

    7

         7.1. Neither of the parties is entitled to transfer their rights and obligations under the present Contract to a third party without the other party's consent thereto in writing.
         The parties shall intimate each other in each particular case such as transfer of the rights to the lawful successors as soon as it takes place.

         7.2. All duties and taxes including customs, port and stamp duties, bank commissions and other expenditures under the present Contract on the territory of the RF shall be borne by TRE and those on the territory of the Bulgaria shall be born by BCTL.

         7.3. All port and other dues payable in accordance with the regulations in force at the port of unloading as well as other expenses connected with unloading (including stevedoring, lighterage, wharfage, overtime and night work charges) shall be borne by BCTL.

         7.4. TRE and BCTL shall correspondingly provide with timely obtaining Export and Import Licences and Permits.

         7.5. After the present Contract is signed all the previous negotiations and correspondence between the parties in respect to this Contract shall be considered null and void.

         7.6. All amendments to the present Contract shall be considered valid should the same be in writing and signed by persons duly authorized by the both parties.

         Legal addresses of the Parties:
         TRE -
         NCTL -


    CONTRACT FOR THE PURCHASE OF CONSUMER GOODS     up

    CONTRACT N


         Moscow
         The Sellers:_______________________________________________________
         The Buyers: ______________________________________________________

         Denomination of the Goods: all the Goods to be delivered according to the Catalogs which are the integral parts of the present Contract.
         Quantity, Completeness & Assortment of the Goods: according to the Specifications, which are the integral parts of the present Contract.
         Quality & Technical performance of the Goods: according to the Producers' Standards but all the electronic and electrical tools, devices, equipment etc. delivered against the Contract to be provided with standard West-European two-pin plug or supplied with special adaptor. Line supply - 220-240 V, 50/60 Hz.
         Prices: price for any Goods under the above Catalogs to amount to 35% of Catalogs' price in US Dollars for corresponding Goods. All prides for the Goods delivered under the above Catalogs remain unchanged within all the period of the Contract's validity and are understood ex-ship at............ port's wharf, including packing and marking.
         Total Amount of the Contract: US Dollars 30.000.000.00 (US Dollars Thirty million only).
         The Party of the present Contract have the right to increase the amount of this Contract.
         Minimum Amount of the Order: US Dollars 5.000.000.00 (US Dollars Five million only).
         Validity of the Contract: 90 days of the date of signing the Contract.
         Terms of delivery: ex-ship at............ port's wharf, Russia.
         The title to the goods as well as the risk of accidental loss or damage of the goods shall pass from The Sellers to The Buyers after the ship has been accepted at wharf at stipulated port of destination for unloading. All other terms - according to "Incoterms 1980":
         for footwear and clothes - 21 days;
         for electrotechnic and electronic goods - 14 days;
         for other goods - 14 days of the date of opening the agreed Letter of Credit (L/C).

         The date of clean on board Bill of Lading to be considered as the date of delivery.
         The Sellers have the right of shipment in advance.
         Terms of Payment: Payment for the goods delivered against the Contract is to be effected in US Dollars under irrevocable, divisible, transferable, documentary L/C opened through telegraph by The Buyers in favour of The Sellers to the minimum sum of USD 5.000.000.00 with_________________________________
         The L/C to be opened within 14 days of the date of signing the present Contract and to be valid within... days.
         The L/C is payable at 21 days sight against presentation of the following documents to the Bank
         a) Commercial Invoice - in triplicate,
         b) Shipping Specification - in triplicate,
         c) Packing Lists - in triplicate,
         d) Full set clean on board Bill of Lading issued to the Buyers' name with remark: "Notify The Buyers at once",
         e) Copy of Insurance Policy - in triplicate,
         f) Certificates of Origin - in triplicate,
         g) Copy of telex/cable advice sent to The Buyers within 24 hours after shipment of the goods with all shipping details.

         The L/C allows partial shipments with corresponding partial payments.
         Copies of the above documents to be sent with Shipping Mail for The Buyers.
         All the Bank's expenses and commissions connected with opening L/C, its prolongation and amendments on The Buyers' territory to be for The Buyers' account, on the other territories - for The Sellers' account.

         Special terms:
         Buyers have the right to send at own expense their inspectors to choose the goods at The Sellers' stocks.
         Buyers' inspectors are entitled to issue an Acceptance Report where quantity, denomination of the goods, trans number, etc. are indicated.
         Sellers shall render any assistance that can be required in getting Visas for The Buyers' inspectors and shall furnish The Buyers Inspectors with apartments in the hotels during their stay there.
         Parties of the present Contract shall agree upon the certain time of arrival of The Buyers' inspectors and terms of their stay there.
         Should The Buyers' inspectors cannot arrive due to some reasons on agreed time The Sellers have the right to release the ordered goods for shipment without inspection.
         Presence of The Buyers' inspectors at the preparation of the ordered goods for shipment as well as the issue of Acceptance Report does not make The Sellers free from their obligations to deliver the goods on ex-ship at............ port's wharf and not affect the Buyers' rights stipulated by the Buyers' in the article "Guarantee".
         All other terms and conditions of the Contract are in full conformity with "General Conditions of Delivery" enclosed hereto.
    THE SELLERSTHE BUYERS
    ____________________________________________________________________

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