Much to our regret we inform u that we didn’t receive bank guarantee from u so far.
In view of the above wed like to remind u about ur letter of 20 of May., where u ask us to change the method of payment by L/C due to extra difficulties & additional expenses connected with the opening of the L/C.
Understanding ur difficulties, association made a concession & agreed to accept payment on collection terms. U accepted the suggested method of payment & undertook to submit the first-class bank guarantee for 80% of the Contract value within 3-weeks period.
After signing the addendum to a Contact our association allowed the manufacturing plant to start dispatch of the spare parts to the port.
In view of the delay in presenting bank guarantee, we had to suspend the delivery of the abovementioned spare parts. At the present time there are more then 500 tons of spare parts in the port & all the expenses on their storage will be drawn to ur account. Please, inform us immediately when the bank guarantee is submitted & confirm ur consent to cover all storage expenses in the port
Here by we are sending you an offer for a packing line.
The payments under the contract shall be effected as follows:
· Advance payment in the amount of 25% of total contract value is paid within 30 days from the date of the contract signing.
· Remaining 75% is paid by 5 annual installments in the amount of 15%. The first payment shall be effected within 12 months from the date of bill of lading for last equipment lot. On the date of shipping the Seller shall draw to the Buyer 5 drafts. The drafts shall be excepted by the Customer within 5 days from the date of their receipt.
For using the credit the Buyer shall pay the Seller 4.1% annual interest.. The sum of each draft shall include interest due on the maturity date of the draft.
a. To pay freight and insurance from USA port till final (place of) destination, customs duties and other expenses
b. To arrange at its own expense offloading, unpacking and placing the equipment on the site ready for installment.
We had ur letter where u inform us about generator breakdown & claim us to eliminate the defects caused generator’s failure.
In view of the above we want to remind u that in accordance with Contract, signed on a turn-key basis the operation of the station is effected by the Customer’s staff when the maintenance instructions are strictly observed/with all the instructions carefully observed.
The urgently arrived representative of manufacturing plant informed us that he had examined the generator breakdown with the engineer present and concluded & concluded that the generator breakdown had been caused due to the fact that your stuff violated the operating instructions of the generator.
In view to the fact that Generator is seriously damaged the representative of the manufacturing plant considers it necessary to replace separate units.
Under these circumstances we urgently suggest conducting negotiations & discussing with u a question of additional units’ delivery for Generator, their erection & adjustment.
With reference to the negotiations in London at the end of July if this year between the representatives of our companies we are glad to acknowledge that we are ready to act as Sales Agent of your equipment in our country.
Before u send us a draft agency agreement wed like to restate the main points of reached Agreement namely:
1. We undertake to act as sole Agents to sell ur equipment for three years upon signing the agreement.
2. We shall receive a 10% commission of ur equipment sales on the contractual territory.
3. U shall send us the first lot of ur equipment on a 12-month consignment and render advertising material (brochures, catalogues, samples, working models).
4. We undertake to submit quarterly reports on equipment sales. Payment for the sold equipment shall be effected quarterly under an irrevocable LC against our invoices.
We thank u 4 ur enquiry of May 15.2007 concerning the delivery of flour. We are pleased to inform u that today we have sent u the following samples by parcel;
Sort A – (specifications)
Sort B - (specifications)
We are ready to offer 100 tons of sort A flour at the price of 900 dollars per english ton and 150 tons of Sort B flour at the price of 700$ per english ton. Both parties include the price of delivery CIF. The goods may be shipped from Odessa within 3 weeks upon the receipt of ur enquiry. Payment and other terms are included into the enclosed copy of our General Conditions being an integral part of our Trade Agreement.
We are willing to accept trial orders and to grant a 5% discount for all the orders for flour, received prior to June 30.2007. For further information about the discount terms, please, contact our representative in Odessa. This offer shall be valid only if the goods are not already sold upon receiving ur answer.
Ur early reply will be appreciated.
Enclosure: a copy of the General Conditions.
We highly appreciate that for the last 12 month u have purchased a considerable amount of our goods.
As u haven’t used an 8-% discount that we grant for earlier payments, we thought, u might not be aware of significant benefits available for u. Ur savings from purchasing our goods for the last year only could reach 10 000$.
Effecting payments within 15 days from the delivery date, u may save in average 4% of the total amount of ur monthly payments. If in fact some companies would better borrow money to benefit from the discount. Of course, u know better what is favorable 4 ur business, but we would like to be sure that u are aware of such an advantage.
We would like to use the opportunity to thank u for the orders made with our company for the last year, and the diligence u effect all payments with. We are very glad to do business with ur company.
We thank u 4 ur comments & proposals on our draft contract for a car assembly plant construction.
We inform u that we’ve studied the abovementioned amendments. We agreed on the whole & are ready to introduce them into the C-ct.
At the same time we’d like to note once more that in accordance with our draft building Cont. signed on a turn-key basis, Contractor assumes full responsibility 4 organization & all the construction works fulfillment.
Construction works will/shall be executed by specialists and also by local firms engaged/hired as Subcontractor. Works executed by these firms will be supervised by well-qualified specialists with the cost included in Con-ct price. We`ve made inquires & believe they have enough experience, skills & sufficient facilities 4 work execution, that we are going to entrust them.
In view of the above we ask u to consider present letter & in case of consent, send us a wire about ur readiness to sign a Contract.
Waiting for ur prompt reply… Yours faithfully,
The delivery date shall be deemed the date of the Bill of Lading. Should the Seller delay the goods shipment, he shall pay the Buyer a penalty equal to 0.5% of the delayed goods value for each week of delay for the first 4 weeks & 1% for each subsequent week, but no more than 10% of the delayed goods value. In case the delay exceeds 3 months, the Buyer shall be entitled to void the contract in full or in part without compensating the Seller for any losses caused thereby. In this case the Seller shall pay the Buyer a penalty equal to 10% of the delayed goods value.
The Seller shall insure the goods full value against usual transport risks.
The Seller shall notify about obtaining of the license not later than one month from the date of signing of the contract. If the Seller is not able to receive export license or if the export license is cancelled by the competent authorities of the Seller’s country or its validity period has expired before the deliveries are completed the Buyer is entitled to cancel the contract fully or partially.
Marking shall be made in indelible ink in English & Russian on the 3 case sides(on top, front and left sides of each case). Each case is marked with:
Handle with care
Do not drop
Case dimensions … sm
Each box shall be marked in fractional form as follows –numerator indicates case #, denominator – total quantity of cases in the lot.
The Seller is responsible for all loses &/or damages caused by insufficient package & faulty marking, if proofed.
The Seller is to do everything possible in order to/to pack up the safely and properly to withstand storage, transportation and transshipment by cranes and/or other means.
Any Contracts alterations & additions are valid only if made in writing and signed by both parties.
Neither of the sides can transfer its rights & obligations hereunder to a 3rd party without a written consent of the other party.
Should the Agent fail to fulfill the obligations stipulated herein, the Principal shall reserve the right to negotiate with all persons concerned. In this case the Agent shall not be entitled to receive commissions.
Should any disputes & controversies related to the Agreement arise between the Principal & the Agent(In case of any disputes and disagreements between the Principal and the Agent connected herewith), the Parties shall seek to settle them amicably.
When amicable settlement is impossible to be reached within 15 days, the dispute shall be committed to the parity committee of four, 2 representatives from each Party. Such commission shall be set up within 10 days upon the date of the written request from one of the Parties hereto. Should the commission fail to settle the dispute within 15 days its establishment day or should either Party fails to appoint its representatives within 10 days the dispute shall be referred at the written request from another Party to the Arbitration Court under the Chamber of Commerce& Industry of… the decision of the Court shall be final, not subject to protest, appeal or withdrawal & binding upon both Parties.
The Customer shall reimburse the Supplier for the following expenses.
Monthly salaries for the Russian specialists in local currency from their arrival in Bombay till the departure from India at ate following rates.
General consultant –
General Consultant Deputy –
Senior engineer –
Round air trip expenses for Russian specialists and their immediate families from Moscow and back. For General Consultant and his Deputy – first-class tickets, for other specialists tourist-class (economy class) ones. including luggage transportation cost over the set allowance stated in the ticket of 80kg per ticket but no more than 240kg per family;
Transport expenses of the specialists & their families for their trip home and back during their vacation.
Specialists` paid leaves
Expenses on insuring the Supplier’s specialists with a Russian insurance company against professional risks and/or personal injuries during their stay in Bombay at the rate of 20 000 RUR for each specialist.
The Principal shall inform The Agent about the delivery terms of the oil-refining plant parts and rendering other services for construction of the abovementioned projects and at the Agent’s request the Principal shall provide him with the required catalogues, descriptions and printed materials. The Principal shall reply all the Agent’s inquires within 2 weeks.
All catalogues, descriptions & printed materials handed over to the Agent shall remain the Principal’s property unless they have been distributed to the clients.
As compensation for all rendered services, the Principal shall pay the Agent commission for all direct & indirect transactions made with the Agent’s assistance.
The commission shall be paid to the Agent in the currency received from the Customer under the signed Contract within 30 days upon the Principal’s receiving of the Customer’s payments for respective services.
The Principle shall transfer the above stated commission through … bank to the Agent’s account with… bank.
The commission shall cover all the Agent’s expenses connected with the execution of the Agreement.
Terms of payment:
Payments for the goods, delivered hereunder, are effected in US$ under irrevocable, divisible, transferable documentary L/C, opening by wire in favor of Supplier for the min sum of 5mlns in Bank.
The L/C opens within 14 days of the C. signing date & is valid during 30 days; payment under the L/C shall be effected within 21 days against the following documents:
Invoices (3 copies)
Full set of clean on-board bill of loading issued in the name of the Buyer with a mark “to notify the Buyer immediately”
Duplicate of insurance policies
Goods certificate of origin
Duplicate of telex-notification, sent to Buyer within 24 hrs upon the shipment of goods with shipping details.
The L/C provides for partial payment shipment with corresponding partial payment.
All the bank expenses & commissions for the opening of the L/C its prolongation & alteration on the Buyer’s territory shall be covered at Buyer’s expense.
Quantity, completeness and assortment of the goods
According to the specifications which are an integral part hereof.
The buyer may at its own expense send his inspectors to select the goods at Seller’s warehouses/stock.
The Buyer’s inspectors shall draw up Acceptance statement where the quantity, denomination, transposition and so on of goods are indicated.
The Seller renders any assistance in obtaining visas for inspectors and provides them with hotel accommodation during their stay.
The parties hereto additionally agrees on the arrival date of the Buyer’s inspectors and conditions of their staying. If the inspectors fail to arrive on agreed period the Seller may prepare ordered goods for shipping without inspection. Presence of the Buyer’s inspectors while preparing offered goods for shipping and execution of the Acceptance Report don’t relieve the Seller of/from obligations to deliver the goods, CIF, St. Petersburg, and do not affect the Buyer’s rights, stipulated in the article “Warranty”.
The Buyer shall be entitled to make a claim on the Seller;
· In respect of the goods quality (including completeness and assortment infringement) within 3 months upon the delivery date;
· In respect of the goods quantity (including breakdowns and damages) within 6 months upon the delivery date;
Making a claim on the quantity of goods The Buyer is entitled to demand either additional supply of non-delivered goods or reimbursement for (the cost of) the non-delivered goods (cost).
Making a claim on the goods quality the Buyer shall be entitled to demand either to remedy the detected defects, or to make an allowance on the contract price.
In case the Seller does not remedy the detected defects immediately, regardless of the Buyer’s claim, The Buyer shall be entitled to remedy them by his own means at the Seller’s expense, the Seller shall reimburse The Buyer cost of the repair.
Minor defects able to be remedied promptly & without the Seller’s participation, shall be remedied by the Buyers, the actual expenses being charged to the Seller’s account.
Terms of delivery
Delivery of the equipment shall be made CIF…Port when shipped by Supplier’s vessels and FOB Black Sea Port when shipped by Customer’s vessels.
The date of Bill of Lading for the last lot/consignment of the equipment shall be considered the date of completion of the suppliers.
The equipment to be delivered hereunder shall be considered as delivered by the Suppler and accepted by the Customer:
-as for quality – in compliance with Production quality certificate or production plant test report.
-as for quantity – in compliance with package quantity & weight, pointed in the bill of lading.
The Supplier shall inform the Customer by cable not later than 3 days after the vessel’s departure from the Supplier’s Port about the vessel’s sailing date, its name, the weight of the equipment shipped, the number of B/L and the Contract number.
The Supplier shall insure the equipment delivered on CIF against usual maritime perils in compliance with the Insurance Agreement.
The equipment delivered hereunder shall be in full conformity with (correspond to/comply with) the standards which are in force in…or with the norms of manufacturing works.
Payments for delivery of equipment and material to be purchased in third countries.
Payments for the delivery shall be effected in US dollars in cash as follows:
10% of the total delivery price shall be paid as an advanced payment by a bank wire against a bank guarantee for the same sum within 30 days upon submitting the bank guarantee by the Contractor.
90% of the total delivery price shall be effected by an irrevocable transferable L/C to be opened by the Customer within 30 days upon the Supplier’s telegraph notification of his readiness to dispatch the first delivery lot (the delivery basis is a subject to additional negotiation)
The L/C shall valid during the whole period of equipment deliveries from third countries.
Each delivery invoice amount shall be reduced by 10% ratably to the received advanced payment.
Payments for cargo transportation.
Payments of all expenses concerning goods unloading and storage at the port, loading and transportation to the construction site, customs formalities fulfillment shall be effected in expenses currency and amount to current expenses.
Patent rights’ protection
During the whole period of the present Agreement validity, the Licensee confirms the validity of the owner`s property rights 4 the patents and shall not dispute and/or hinder issuing the patents by himself or by assisting others in such action.
In case of infringing the patents in the territory by a 3rd party or in case the Licensee has been sued by a 3rd party for violating his patent rights the Licensee shall immediately inform the Licensor about it & settle such violating his patent’s rights, the Licensee shall immediately inform the Licensor about it and settle such violations or suits at his own expense.
The Licensor shall do his best in order to assist the Licensee in carrying out the prosecution of the patent violators as well as in providing the Licensee protection from suing by 3rd parties & the Licensee can charge a part of these expenses to his own account. In this case the expenses &/or sums received in connection with legal judgment or an agreement between the plaintiff & the respondent shall be distributed equally between the Licensor & the Licensee.
If the Licensee wants to patent the licensed Product in the countries where it has not been patented by the Licensor, the Licensee shall patent it with the Licensor`s consent & to the name of the patents holders.
Payments for cargo transportation.
Payments of costs related to the goods unloading & storage at the port, loading and transportation to the construction site as well as attendance to customs formalities and the agreed Contractor’s fee for supervising the transportation to the construction and the abovementioned procedure shall be effected in the currency of the expenses & account for the current expenses.
Quarterly before the next quarter the Contractor shall submit the Customer the invoice and approximate calculations of the expenses to be.
Payments for the previous quarter shall be taken into account to control the current payments, effected by the Contractor.
Fulfillment of Obligations/ performance bond
To fulfill the Customer’s obligations the Contractor shall submit an irrevocable L of guarantee for the sum, equal to 10% of the total contract value within 15 days upon signing the formal /official contract by both parties.
This promissory note is given to the Contractor to cover the advance payment as per Clause 4.
The L of guarantee shall be valid up to submitting the final acceptance report.
The Agreement has been concluded between… hereinafter referred to as the “Licensor” on the 1 part, & the firm …hereinafter referred to as the “Licensee” on the other part. Taking into consideration that/ whereas:
… hereinafter referred to as the “Inventor” possesses knowledge & experience in the field of…
The Inventor possesses the patent & patent applications, specified in Appendix #1 hereto.
The Licensor shall be entitled by the Inventor to hold negotiations on behalf of the former on providing a license for the use of the abovementioned expertise & patent rights with the purpose of carrying out the Process manufacturing, utilizing & selling the licensed Product as well as for making the correspondent contracts
The Licensee wants to obtain a license on the terms & conditions of the present Agreement 4 using the expertise & patent rights specified with the purpose of carrying out the “Process”, manufacturing, utilizing & selling “the Product under the License”.
The parties agrees as follows:
Licensee guarantees to preserve confidentiality of the documentation, information including know-how regarding process and licensed production /produce of license received him from Licensor.
The Subject of the Agreement.
2.1. the Licenser shall grant the license [for the remuneration specified in Section hereof] a non-exclusive right to use the know-how & the “Patents” for the purpose of carrying out the Process & “Special Process” as well as manufacturing, utilizing and selling the licensed product, “special production” in the territory & shall provide a non-exclusive right for selling the licensed Product & “Special Production” in the non-exclusive right zone. Along with the foresaid the Licensee shall include into the Contracts for sale of the licensed Product & “Special Production” a clause prohibiting the Buyer their re-exportation from the “Territory”& “non-exclusive right zone”.
The amount of the licensed Product manufactured by the Licensee during the validity period of the present Agreement shall not exceed…
2.2. the Licensee shall not be entitled to carry out the “Process” & “Special process” manufacture & use the licensed Product & “Special products” outside the Territory & the Zone of non-exclusive right as well as produce the licensed Product above the volume specified in Paragraph 2.1. hereof, except for the cases when the Licensor gives the Licensee his written consent to it.
The Licensor supplies the Licensee with the sufficient technical information and Know-how relating the Process in order to enable the Licensee via his Contractor to fulfill detailed engineering of the Plant, construction of the Plant and putting it into operation.
The Licensor is to pay a penalty to the Licensee in case of:
· In case of delay in delivery of Package of initial data for design and engineering and other documents required by the Licensee and the Contractor for the detailed engineering of the Plant at the rate of … USD dollars for each week of delay.
· If the Plant fails to submit Quality ratings in final test or Quality ratings the Licensor shall pay to the Licensee compensation in the form of penalty.
The Licensee’s obligations
The Licensee shall guarantee and be responsible for accuracy of the initial data for the Plant designing. Initial data for the designing are to be submitted to the Licensor.
The Licensee shall consider all processes, technical information, patent Know-how and processes, documents, data and working drawings submitted be the Licensor as “Confidential information” and shall not disclose it to the third parties.
CIF. The Seller freights the vessel. Having freighted the vessel, the Seller shall notify the Buyer about the ship’s title & approximate date of its arrival at the port of loading. When the Buyer receives this information it wires the Buyer about the port of destination. The master of the vessel shall cable the Buyer the exact date of the vessel’s arrival at the port of destination and good’s quantity. This telegram is to be given immediately after the Vessel’s departure from the port of loading. The Master of the vessel or Ship Agent gives the written consent to a Buyer’s representative at the port of unloading about the ship’s readiness for unloading during the working hours irrespectively of whether the vessel is in the berth or not.
The Lay time is calculated from 1 p.m. if the ready message is sent till noon & since 8 a.m. of the following working day, if the ready message is sent after noon.
The Buyer undertakes the goods` unloading by its stevedores and at its own expense at the overall discharge rate of 250m per hatch for 1 weather working day.
Should the Buyer fails to fulfill the stipulated/specified volume of unloading it pays the demurrage at the rate of…
Should the contract be violated/the execution of the C-t is being prevented from due to warfare, embargo, blockades or any other events, that are out of the control of the parties hereto, the parties shall not be responsible for not breaking the contract/cannot be held responsible for fulfilling the C-t. The parties` representatives shall promptly consult each other & agree upon the measures to be taken.
In such circumstances the term of fulfillment of all the obligations of both parties hereunder shall be prolonged for the time of force majeure or its consequences.
Strikes shall not be deemed force-majeure.
Force-majeure in Russia shall be confirmed by the certificate issued by the Chamber of Commerce & Industry of Russia, and in Nigeria force-majeure shall be confirmed by the certificate issued by the relevant Nigeria organization.
Neither party may not assign its rights and obligations hereunder to a third party without written consent of the other party.
The parties shall inform each other in each particular case about assignment of rights to their legal successor when it takes place/ as soon as such case occurs.
The Principal shall entrust the Agent & the Agent shall undertake to act as intermediary in the Principal’s business on the territory of.. the Agent shall render the following intermediary services:
-render any services to the Principal in obtaining the orders, in signing & both proper & successful execution of the Contracts.
-render the Principal all the necessary assistance in executing the Contracts in particular in obtaining import, exchange permit & other licenses, visas & all kind of permits for carrying out works, which are required in… for concluding the Contracts in supervising over due offloading & delivery(if necessary) of the equipment & materials.
-render assistance in customs clearing the Principal’s cargo.
-keep the Principal informed constantly about the code of customs & exchange laws as well as about other legal norms which are of a great importance for executing the Contracts.
-take all the necessary measures for the timely settlement of the possible claims & controversies with client companies of the Principal & with the authorities.
We hereby inform u that we complete the fulfillment of our Contract obligations for hydroelectric power plant construction in ur country & we are making arrangements 4the shipment to Russia a part of construction equipment & unused materials brought to ur country on temporary import basis basis.
As you know it has become a standard practice of selling construction equipment & unused materials in Buyers country after accomplishing the works executed under a turn-key basis. We are also intended to sell a part of equipment & materials, wed like to sell in ur country.
All equipment is in operable conditions & will be sold with a complete set of spare parts. Equipment will be sold at a reasonable prices with allowance made for depreciation.
Prices don’t include import tax. They must be paid by equipment’s Buyer in accordance with local customs regulations.
Equipment`s & materials`s inspection shall be made at any time suitable for u.
Hereby we inform you that the Department of Industry … has announced a tender for construction of metal construction sector in …
The tender is announced for design works, construction of the sector and training of local personnel for operation of the sector (enterprise).
We have certain (definite) experience in construction of such enterprises on turn-key basis and are interested in participation in the tender.
Of course you know that accomplishment of such large-scale projects is connected with solving the full range of technical organizational and financial issues and is accomplished successfully if firms do (carry out) work jointly.
In view of the above we suggest you considering a joint participation in the above mentioned tender.
If this suggestion interests you we are ready to prepare a draft contract about consortium and negotiate about its signing at your convenience. At the same time we will be able to discuss the issues connected with preparation common tender offer and attraction of local agent firm for rendering assistance to us during the tender.
Deadline of the offer to be submitted is the 5th of august this year.
The tender documentation will be sent you upon receipt of your principle consent. Truly yours
In respond to ur telegram of 18 dec we ask u to excuse us for the delay with the answer to a letter of 20 Nov. with ur business agreement draft enclosed.
We scrutinized ur project & we regret to inform u that we couldn’t accept some worded articles, pointed in ur business agreement project.
Please note we’d like Agents not only obtaining orders for us & assisting our association in participation in tendering, announcing in ur country. Its importance that ur Agent should constantly inform us about market condition in ur country & organize an extensive advertising campaign for our equipment.
As far as ur commission fee is concerned, wed like to stress that commission is paid only upon Customer’s payment receipt & in currency of payment only.
We consider ot necessary to include into the agency agreement an article under which the current Agreement will not extended to project & works, equipment selling & technical assistance, effected in ur country in compliance with intergovernmental Agreements.
Card 29. With reference to negotiations holding in the end of July between ur representative & managing director. We are glad to confirm that we are ready to act as ur equipment Sales Agent in our country. Before u send us _ draft Agent Agreement wed like to restate the points attained in Agreement, namely:
-we undertake to act as a Sole Agent to sell ur equipment 4 3 years upon signing a C.
-we are to receive commission fee of the amount of… % of all ur equipment sales on the contractual territory
-u send us the 1st lot of ur equipment for a 12 month consignment & represent advertising material (booklets, catalogues, samples, working models, films)to arrange an advertising campaign. We in our turn shall open show houses in… we shall place advertising materials in our magazines.
-we undertake to submit quarterly reports on equipment sales. U shall pay for the sold equipment quarterly by an irrevocable LC against our invoices
In view of ur inquiry & to confirm our conversation with ur representative, we inform u that we could send a group of well-qualified professionals at ur desire, so that they can provide technical support in factory installation & preparation of shop equipment 4 adjustment & putting into operation.
Since building & construction works shall be in full compliance with supplier’s design, we could include specialists on designer field supervision in this group.
General conditions 4 us to send professionals abroad are the following:
U must reimburse the following expenses:
-Salary`s monthly rate in US$ -Installation/transfer allowance for each specialist -round trip air traveling expenses for professionals & their immediate families. -specialists` insurance against operational risks & accidents.
However u`re to provide all the interpreter’s & their immediate families with duly furnished accommodation at ur expense.
Ure also to provide our specialists with transport facilities during their business trips around the country & provide them medical treatment including hospitalization for free.