PUBLIC OFFER AGREEMENT
CONTRACT
Limited Liability Company «a research and production enterprise «ARTHIM», hereinafter referred to as the «Supplier» on the one part, represented by the Director Cheberiako Olga, acting on the basis of the Charter, on the one part, and ________________________ , hereinafter referred to as the «BUYER», represented by the ________________, acting on the basis of the Charter, on the other hand,
have concluded the present Contract
for the following:
1. SUBJECT OF CONTRACT.
1.1. The SUPPLIER undertakes to deliver and transfer to the BUYER Goods according to Invoice (hereinafter referred to as «Goods») in the range an amount agreed by the Parties in the Invoices for deliveries, which are an integral part of this Contract, and the BUYER undertakes to accept the Goods and make due payment based on the terms hereof.
1.2. The delivered Goods should comply with the technical documentation. The quality of Goods should be confirmed by the manufacturer’s quality certificate. All surfactants of products considered as detergents are biodegradable and the Supplier is ready to confirm this in writing upon request of any government service, agency or body of the Republic of Serbia.
2. PACKING AND MARKING OF GOODS.
2.1. Packing shall provide for the Goods’ safety during carriage, loading/unloading and also during storage period in a BUYER’S warehouse, and shall be in a marketable state.
2.2. The Goods’ marking shall correspond to the requirements of the Buyer only if duly specified in the orders and accepted by the SUPPLIER.
2.3. Each item of the Goods should have the following
designations:
-the name and legal address of the manufacturers;
-the name of the goods ;
-trading mark;
-model/ item ;
-the quantity of the goods;
-gross weight and net weight;
-number of the item.
The Goods must be labeled according to the CLP/GHS labeling system.
3. TERMS OF DELIVERY.
3.1. Delivery of the Goods are carried out on the basis of the written order of the Buyer (hereinafter referred to as Order») and in strict accordance with it and agreed by the parties with the Invoice to the Contract. The written Order must be sent by recommended or valued letter by post, via e-mail or fax. The Buyer’s Orders are binding for the Supplier, except to the extent when the Supplier sends to the Buyer written notification about impossibility of the Order performance (full or partial) within 10 (ten) calendar days from the date of receiving of the Buyer’s written Order. The notification of the Supplier about impossibility of the Order performance shall be considered as accepted by the Buyer on the day when such notification was sent by the Supplier by recommended or valued letter by post, via e-mail ______________________________.
3.1.1.The Order, inter alia, in any case, should contain the information regarding:
-assortment of the Goods (with description of the quantity of each requested Goods item);
-total cost of the Goods with description of price of each Goods item (in strict accordance with the Specification confirmed by the Parties);
-delivery conditions (with the reference to INCOTERMS 2020) in accordance with the conditions of the present Contract;
-delivery terms in accordance with the conditions of the present Contract.
3.2. Delivery of the Goods is carried out on the terms of DAP Incoterms 2020, Magistralni put M24 bb, 11300 Smederevo, Republic of Serbia (unless other rules are established by this Contract or the relevant Invoice). The SUPPLIER undertakes to deliver the Goods on time agreed by the parties.
3.3. The "ready-to-ship"- advise should be transferred to the BUYER not later than 5 (five) calendar days before the loading of such Goods.
3.4. The SUPPLIER undertakes to transfer to the BUYER the below-mentioned documents for delivery of every agreed part of Goods in accordance with Specification:
• Invoice (4 exemplars);
• Packing list (according to invoices quantity);
• CMR (freight papers);
• Customs declaration;
3.5. The documents specified in clause 3.4 of the Contract are transferred to the BUYER together with the Goods on paper.
Besides the Supplier shall send to the Buyer on the day of shipment of the corresponding Goods the copies of the documents mentioned in Article 3.4 of the Contract. The Supplier shall send the copies by fax and/or e-mail on the day of the delivery of such Goods.
The Supplier shall bear the responsibility for the information specified in the documents.
3.6. The title to the Goods passes to the BUYER on the day of delivery of the Goods to the BUYER's warehouse.
3.7. Delivery (shipment) of the Goods is carried out by the SUPPLIER from the warehouse of the SUPPLIER to the warehouse of the BUYER.
3.8. The date of delivery (shipment) of the Goods is the date of delivery of the Goods to the BUYER's warehouse, specified in the customs cargo declaration (CCD) for the corresponding consignment of the Goods.
4. OBLIGATIONS OF PARTIES.
4.1. For the purpose of delivery performance the SUPPLIER undertakes in particular to:
• beforehand agree with the BUYER the date and time of transfer of Goods to the BUYER's warehouse;
• transfer the Goods to the BUYER's warehouse.
4.2. For the purpose of the Goods acceptance, the BUYER undertakes in particular to:
• accept the delivery of Goods in its warehouse.
4.3. The SUPPLIER’s obligations of the Goods delivery deemed to be met from the date of Goods delivery (shipment) to the BUYER.
5. PRICE.
5.1. Prices for Goods are determined by Іnvoices and shall be agreed upon between the parties at each delivery and installed in EURO.
5.2. The total amount of the Contract is the sum of all deliveries
5.3. During validity period of this Contract the SUPPLIER is entitled on request of the BUYER to grant special discounts to the BUYER on particular or all items specified in the price list of the SUPPLIER.
5.4. The price of the Contract can be changed if agreed between both Parties and should be noted in Additional Agreement, which will be an integral part of this Contract.
5.5. The price of the Contract is made of the values of all lists of the Goods delivered by the SUPPLIER during the term of this Contract.
6. INVOICE issuing.
6.1. Once the delivery (shipment) of Goods is made the SUPPLIER shall draw the Invoice in EURO (4 exemplars). The Invoice shall contain at least:
• number and date of Invoice;
• name and address of SUPPLIER;
• name and address of BUYER;
• number of the present Contract;
• quantity of Goods to be delivered;
• price for one piece of Goods;
• currency;
• total price of Goods to be delivered;
• Party’s bank details;
• gross weight and net weight;
• terms of delivery DAP Incoterms 2020.
7. PAYMENT PROCEDURE.
7.1. Payment for the Goods is made in Euros on the basis of the issued Invoice (Invoice) by depositing funds to the SUPPLIER's settlement account specified in this Contract in the following order:
- 50% of the value of the consignment of the Goods prepayment;
- 50% of the cost of the Goods consignment within 7 calendar days from the date of receipt of the Goods at the warehouse.
7.2. The date of payment is the date of payment receipt to the the Supplier 's account, confirmed documentary by the Supplier’s bank.
7.3. The payment is carried out by bank transfer directly to the account of the Supplier. Payment currency is EURO.
7.4. All expenses and duties namely: customs duties, taxes, banking charges relative to import/export are entirely the responsibility of the BUYER.
7.5. The payment of banking costs and other charges levied in the territory of the country of the BUYER in connection with the implementation of this Contract, is the obligation of the BUYER and performed at his expense.
7.6. The Parties have agreed that payment for the Goods under this contract may be made by a third party.
8. ACCEPTANCE OF THE GOODS.
8.1.The Goods shall be accepted per number of boxes according to shipping documents, from the Article 3.4. of the Contract, in the process of the Goods’ acceptance according to the delivery conditions stated in the Article 3.2. of the Contract hereof. In case of any inconformity of the quality of the Goods, the Buyer should inform the Supplier in written form about this fact within 14 calendar days from disclosure of such inconformity and draw up a protocol with enclosing a confirmatory documentation including but not limited photo, video materials.
8.2.After receiving his protocol from the Article 8.1. the Supplier has to decide about the way of solving the problem of lack of the Goods or quality faults and pass this information about this the Buyer within 10 (ten) calendar days from the date of the protocol. In the case of confirmation of it the Supplier should compensate all costs associated with the detection of qualitative or quantitative marriage and replace the Goods in terms and conditions agreed by the Parties.
9. PERIOD OF CONTRACT VALIDATION.
9.1. This Contract shall come into effect when signed by the Parties and shall continue to be valid until 12 months, but in any case until the Parties fulfill their obligations. The Contract is automatically extended for the next 12 months if there are no any writing notices from any Party of the Contract of termination of the Contract or about making any changes to it.
10. APPLICABLE LAW.
10.1. Pertinent to the present Contract substantive law is the substantive law of Ukraine.
11. SETTLEMENT OF DISPUTES.
11.1. All disputes, disagreements or the requirements arising under the present Contract or in connection with it, including the concerning of its interpretation, executions, infringements, the terminations or invalidity, shall be settled by means of court hearings according to the Ukraine legislation.
11.2. The Parties agree that any claim filed hereunder shall be considered within 10 calendar days after the receipt of written information.
12. FORCE MAJEURE.
12.1. Within the framework of the present clause, the parties agree that one is to consider the following in particular as cases of force majeure: war, strike, riot and revolution, strike or halt of the transport systems, particularly due to unpredictable storms, requisitions or provisions of a legislative or regulatory order creating restrictions on the present status of manufacturing of and trade in the products affected by the present Contract.
12.2. If, because of the occurrence of a situation of force majeure, the SUPPLIER is forced to interrupt its supplies, performance of the present agreement shall be suspended for the time for which it finds it impossible to make deliveries. The party who fails to perform its obligations due to force majeure, should notify in writing to the other party within 5 (five) working days from the date of their occurrence.
12.3. To that end, the SUPPLIER undertakes to provide BUYER with any supporting documentation helping indefinite establishment of the case of force majeure on which it calls. The fact of attack and force majeure confirmed by a certificate issued by the Chamber of Commerce or other competent authority, is sufficient proof of the existence and continuation of the force majeure.
However, the parties agree that the suspension may last for no more than one month, and at the end of the said period, they shall meet to decide whether or not to continue their contractual relationship. If, within three (3) months of the action of force majeure is not eliminated, the Contract shall be deemed terminated. In this case, the Parties shall conduct mutual payments in full.
13. LIABILITY. INSURANCE.
13.1. The Supplier bears responsibility for the Goods quality and guarantees to the Buyer the absence of any lacks, including flaws and/or latent defects of the Goods.
13.2. In case breaking the terms of the Goods delivery the Supplier undertakes to pay the penalty: 0.1 % (one tenth) of the price of not delivered the Goods per each day of delay, but not more than 5 (five) % of not delivered the Goods price.
13.3. In case of a delay of final payment for the Goods, the Buyer shall pay to the Supplier penalty at the rate of 0,1 % from the cost of unpaid Goods per every day of the payment delay In case of delay in payment of Goods more than 89 calendar days (unless another is not stipulated by the current legislation of Ukraine), the BUYER agrees to fully compensate the SUPPLIER damages (penalties assessed by the competent authorities of Ukraine) incurred in connection with violation of the current legislation of Ukraine in the part of the return of foreign currency revenue.
13.4. In case of delay in payment for the second and each following consignment the SUPPLIER is entitled to suspend the delivery of each of the following agreed lot until payment, as well as the right to terminate this Contract prescribed by law.
13.5. The BYER bears risk of the Goods casual destruction or damage since the date of Goods delivery.
14. AMENDMENTS.
14.1. The terms of this Contract may only be amended upon the Parties mutual consent by way of a document executed in writing.
14.2. Neither Party shall transfer its rights or obligations hereunder to any third party without the other Party’s written consent.
14.3. The Party, which transferred to the third Party its rights or obligations on the present Contract, shall be liable for any failure or undue performance by this third Party.
15. OTHER TERMS.
15.1. This Contract is made up in two original copies, each in Russian and English, one copy for each Party. Both copies have equal validity. In case of discrepancy between the Russian and English texts of the Contract, the text in Russian shall prevail.
15.2. Any appendix hereto shall be valid if made in writing and signed by the Parties’ authorized representatives. The Contract may be prematurely terminated by the SUPPLIER by written notice to the BUYER within 15 (fifteen) calendar days prior to the date of termination. In the case of a notification the Contract will be terminated, since the sixteenth calendar day following the date of notification. The termination of the Contract does not relieve the Parties from fulfilling previously assumed obligations under the Contract.
15.3. Hereby parties acknowledge that Contact, as well as all Annexes can be signed remotely via fax/e-mail and other electronic communication due to speed reasons. The signed documents thus have the same legal force as the originals, only under the condition of sending of the originals of such documents within ten (10) calendar days.
16. MENTIONS OF THE PARTIES.
16.1. The Parties establish, that any transfer of the information will be considered accomplished properly if it will be made up to the following addresses:
SUPPLIER:
«ARTHIM» RPE» LLC
Registration No.: 37971534
Place of bussines: Ukraine, 29018, Khmelnitskiy City, str. Ternopilska, 17 /2A
Bank: BANK PIVDENNYI, Ukraine, Odessa, Krasnova street, 6/1
Bank code: PIVDUA22
№ IBAN: UA333282090000026000010019404
Correspondent Bank: COMMERZBANK AG Frankfurt-am-Main, Germany
SWIFT code : COBADEFF
Correspondent account: 400886522200 EUR
Director __________________ Cheberiako Olga
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CONTRACT |
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Limited Liability Company «a research and production enterprise«ARTHIM»,hereinafter referred to as the «Supplier» on the one part, represented by the Director Cheberiako Olga, acting on the basis of the Charter, on the one part, and ________________________, hereinafter referred to as the «BUYER», represented by the ________________, acting on the basis of the Charter, on the other hand,
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have concluded the present Contract for the following:
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1. SUBJECT OF CONTRACT. |
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1.1. The SUPPLIER undertakes to deliver and transfer to the BUYER Goods according to Invoice (hereinafter referred to as «Goods») in the range an amount agreed by the Parties in the Invoices for deliveries, which are an integral part of this Contract, and the BUYER undertakes to accept the Goods and make due payment based on the terms hereof.
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1.2. The delivered Goods should comply with the technical documentation. The quality of Goods should be confirmed by the manufacturer’s quality certificate. All surfactants of products considered as detergents are biodegradable and the Supplier is ready to confirm this in writing upon request of any government service, agency or body of the Republic of Serbia.
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2. PACKING AND MARKING OF GOODS. |
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2.1. Packing shall provide for the Goods’ safety during carriage, loading/unloading and also during storage period in a BUYER’S warehouse, and shall be in a marketable state.
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2.2. The Goods’ marking shall correspond to the requirements of the Buyer only if duly specified in the orders and accepted by the SUPPLIER.
2.3. Each item of the Goods should have the following designations: -the name and legal address of the manufacturers; -the name of the goods ; -trading mark; -model/ item ; -the quantity of the goods; -gross weight and net weight; -number of the item. The Goods must be labeled according to the CLP/GHS labeling system.
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3. TERMS OF DELIVERY. |
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3.1. Delivery of the Goods are carried out on the basis of the written order of the Buyer (hereinafter referred to as Order») and in strict accordance with it and agreed by the parties with the Invoice to the Contract. The written Order must be sent by recommended or valued letter by post, via e-mail or fax. The Buyer’s Orders are binding for the Supplier, except to the extent when the Supplier sends to the Buyer written notification about impossibility of the Order performance (full or partial) within 10 (ten) calendar days from the date of receiving of the Buyer’s written Order. The notification of the Supplier about impossibility of the Order performance shall be considered as accepted by the Buyer on the day when such notification was sent by the Supplier by recommended or valued letter by post, via e-mail ______________________________.
3.1.1. The Order, inter alia, in any case, should contain the information regarding: - assortment of the Goods (with description of the quantity of each requested Goods item); - total cost of the Goods with description of price of each Goods item (in strict accordance with the Specification confirmed by the Parties); - delivery conditions (with the reference to INCOTERMS 2020) in accordance with the conditions of the present Contract; - delivery terms in accordance with the conditions of the present Contract. 3.2.Delivery of the Goods is carried out on the terms of DAP Incoterms 2020, Magistralni put M24 bb, 11300 Smederevo, Republic of Serbia (unless other rules are established by this Contract or the relevant Invoice). The SUPPLIER undertakes to deliver the Goods on time agreed by the parties.
3.3. The "ready-to-ship"- advise should be transferred to the BUYER not later than 5 (five) calendar days before the loading of such Goods. |
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3.4. The SUPPLIER undertakes to transfer to the BUYER the below-mentioned documents for delivery of every agreed part of Goods in accordance with Specification:
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3.5. The documents specified in clause 3.4 of the Contract are transferred to the BUYER together with the Goods on paper. Besides the Supplier shall send to the Buyer on the day of shipment of the corresponding Goods the copies of the documents mentioned in Article 3.4 of the Contract. The Supplier shall send the copies by fax and/or e-mail on the day of the delivery of such Goods. The Supplier shall bear the responsibility for the information specified in the documents. |
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3.6. The title to the Goods passes to the BUYER on the day of delivery of the Goods to the BUYER's warehouse.
3.7.Delivery (shipment) of the Goods is carried out by the SUPPLIER from the warehouse of the SUPPLIER to the warehouse of the BUYER.
3.8.The date of delivery (shipment) of the Goods is the date of delivery of the Goods to the BUYER's warehouse, specified in the customs cargo declaration (CCD) for the corresponding consignment of the Goods.
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4. OBLIGATIONS OF PARTIES. |
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4.1.For the purpose of delivery performance the SUPPLIER undertakes in particular to:
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4.2. For the purpose of the Goods acceptance, the BUYER undertakes in particular to:
4.3. The SUPPLIER’s obligations of the Goods delivery deemed to be met from the date of Goods delivery (shipment) to the BUYER. |
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5. PRICE. |
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5.1. Prices for Goods are determined byІnvoices and shall be agreed upon between the parties at each delivery and installed in EURO.
5.2. The total amount of the Contract is the sum of all deliveries 5.3. During validity period of this Contract the SUPPLIER is entitled on request of the BUYER to grant special discounts to the BUYER on particular or all items specified in the price list of the SUPPLIER.
5.4. The price of the Contract can be changed if agreed between both Parties and should be noted in Additional Agreement, which will be an integral part of this Contract.
5.5. The price of the Contract is made of the values of all lists of the Goods delivered by the SUPPLIER during the term of this Contract.
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6. INVOICEissuing. |
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6.1. Once thedelivery (shipment) of Goods is made the SUPPLIER shall draw the Invoice in EURO (4 exemplars). The Invoice shall contain at least:
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7. PAYMENT PROCEDURE. 7.1. Payment for the Goods is made in Euros on the basis of the issued Invoice (Invoice) by depositing funds to the SUPPLIER's settlement account specified in this Contract in the following order: - 50% of the value of the consignment of the Goods prepayment; - 50% of the cost of the Goods consignment within 7 calendar days from the date of receipt of the Goods at the warehouse.
7.2. The date of payment is the date of payment receipt to the the Supplier 's account, confirmed documentary by the Supplier’s bank.
7.3. The payment is carried out by bank transfer directly to the account of the Supplier. Payment currency isEURO.
7.4. All expenses and duties namely: customs duties, taxes, banking charges relative to import/export are entirely the responsibility of the BUYER.
7.5. The payment of banking costs and other charges levied in the territory of the country of the BUYER in connection with the implementation of this Contract, is the obligation of the BUYER and performed at his expense.
7.6. The Parties have agreed that payment for the Goods under this contract may be made by a third party.
8. ACCEPTANCE OF THE GOODS. 8.1.The Goods shall be accepted per number of boxes according to shipping documents, from the Article 3.4. of the Contract, in the process of the Goods’ acceptance according to the delivery conditions stated in the Article 3.2. of the Contract hereof. In case of any inconformity of the quality of the Goods, the Buyer should inform the Supplierin written form about this fact within 14 calendar days from disclosure of such inconformity and draw up a protocol with enclosing a confirmatory documentation including but not limited photo, video materials.
8.2. After receiving his protocol from the Article 8.1. the Supplier has to decide about the way of solving the problem of lack of the Goods or quality faults and pass this information about this the Buyer within 10 (ten) calendar days from the date of the protocol. In the case of confirmation of it the Supplier should compensate all costs associated with the detection of qualitative or quantitative marriage and replace the Goods in terms and conditions agreed by the Parties. |
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9. PERIOD OF CONTRACT VALIDATION. |
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9.1. This Contract shall come into effect when signed by the Parties and shall continue to be valid until 12 months, but in any case until the Parties fulfill their obligations. The Contract is automatically extended for the next 12 months if there are no any writing notices from any Party of the Contract of termination of the Contract or about making any changes to it. |
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10.APPLICABLELAW. |
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10.1.Pertinent to the present Contract substantive law is the substantive law of Ukraine. |
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11. SETTLEMENTOFDISPUTES.
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11.1. All disputes, disagreements or the requirements arising under the present Contract or in connection with it, including the concerning of its interpretation, executions, infringements, the terminations or invalidity, shall be settled by means of court hearings according to the Ukraine legislation. |
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11.2. The Parties agree that any claim filed hereunder shall be considered within 10 calendar days after the receipt of written information. |
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12. FORCE MAJEURE. |
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12.1. Within the framework of the present clause, the parties agree that one is to consider the following in particular as cases of force majeure: war, strike, riot and revolution, strike or halt of the transport systems, particularly due to unpredictable storms, requisitions or provisions of a legislative or regulatory order creating restrictions on the present status of manufacturing of and trade in the products affected by the present Contract. |
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12.2. If, because of the occurrence of a situation of force majeure, the SUPPLIER is forced to interrupt its supplies, performance of the present agreement shall be suspended for the time for which it finds it impossible to make deliveries. The party who fails to perform its obligations due to force majeure, should notify in writing to the other party within 5 (five) working days from the date of their occurrence.
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12.3. To that end, the SUPPLIER undertakes to provide BUYER with any supporting documentation helping indefinite establishment of the case of force majeure on which it calls. The fact of attack and force majeure confirmed by a certificate issued by the Chamber of Commerce or other competent authority, is sufficient proof of the existence and continuation of the force majeure. However, the parties agree that the suspension may last for no more than one month, and at the end of the said period, they shallmeet to decide whether or not to continue their contractual relationship. If, within three (3) months of the action of force majeure is not eliminated, the Contract shall be deemed terminated. In this case, the Parties shall conduct mutual payments in full.
13. LIABILITY. INSURANCE. 13.1. The Supplier bears responsibility for the Goodsquality and guarantees to the Buyer the absence of any lacks, including flaws and/or latent defects of the Goods.
13.2. In case breaking the terms of the Goods delivery the Supplier undertakes to pay the penalty: 0.1 %(one tenth) of the price of not delivered the Goods per each day of delay, but not more than 5 (five) % of not delivered the Goods price.
13.3. In case of a delay of final payment for the Goods, the Buyer shall pay to the Supplier penalty at the rate of 0,1 % from the cost of unpaid Goods per every day of the payment delay In case of delay in payment of Goods more than 89 calendar days (unless another is not stipulated by the current legislation of Ukraine), the BUYER agrees to fully compensate the SUPPLIER damages (penalties assessed by the competent authorities of Ukraine) incurred in connection with violation of the current legislation of Ukraine in the part of the return of foreign currency revenue.
13.4. In case of delay in payment for the second and each following consignment the SUPPLIER is entitled to suspend the delivery of each of the following agreed lot until payment, as well as the right to terminate this Contract prescribed by law.
13.5. The BYER bears risk of the Goods casual destruction or damage since the date of Goods delivery.
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14. AMENDMENTS. |
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14.1. The terms of this Contract may only be amended upon the Parties mutual consent by way of a document executed in writing.
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14.2. Neither Party shall transfer its rights or obligations hereunder to any third party without the other Party’s written consent.
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14.3. The Party, which transferred to the third Party its rights or obligations on the present Contract, shall be liable for any failure or undue performance by this third Party.
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15. OTHERTERMS. |
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15.1. This Contract is made up in two original copies, each in Russian and English, one copy for each Party. Both copies have equal validity. In case of discrepancy between the Russian and English texts of the Contract, the text in Russian shall prevail. |
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15.2. Anyappendixheretos
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