Supply agreement

Supply agreement 

1. The  Seller shall provide the Client with an ornamental fountain and materials for it (hereinafter - “Fountain”). The description of the Fountain is agreed in Exhibit № 1. The list of details (materials) of the Fountain and cost of details (materials) is agreed in Exhibit № 2.

1.1. The Seller shall prepare Project documentation for the Fountain (hereinafter – “Project”) and submit it to the Client. Requirements for the Project are agreed in Exhibit № 3.

The Seller shall submit the Project within [number of days] from signing of the present contract. In case of delay , the Seller shall pay the fine in amount of [monetary sum]for each day of the delay.

2. The price of the Fountain with its details (materials) is [monetary sum]. 

3. The price under the present contract does not include taxes (VAT, Import duties, Customs and other taxes).

4. The Seller shall carry out the supervision and the commissioning of the equipment related to the installation of the Fountain. The cost of the supervision and the commissioning is [monetary sum]. Terms and conditions of the supervision and the commissioning are agreed in Exhibit № 4. The Client carries out the installation works by himself. The Client shall finish the installation works within [number of days] from signing of the present contract.

If the Client delays the installation due to low quality of the supervision and the commissioning which wascarried by the Seller, the Seller shall pay the fine in amount of [monetary sum] for each day of the delay.  

5. The Client shall receive the Fountain at the [location address]. The Fountain shall be produced and ready for delivery within [number of days] days from signing of the present contract. In case of delay, the Seller shall pay the fine in amount of [monetary sum] EUR for each day of the delay.  

The fact of the receipt of the Fountain by the Client can be proved only by the Certificate of delivery and acceptance (hereinafter – The Certificate) signed by both Parties. The Certificate shall contain the list of the goods received by the Client. 

The warranty period starts from the date of signing of the Certificate by the parties.

6. The Client shall have to provide the Seller with the following documentation: 

6.1. EX1;

6.2. Export Custom  declaration from ____ .

7. The Seller shall have to transfer following documentation to the Client within [number of days] days from signing of the present contract [list of documentation]. In case of delay, the Seller shall pay the fine in amount of [monetary sum] for each day of the delay. 

8. This contract does not include civil works, constructions and installation work.

9. The Seller has to transfer the Fountain to the Clientfree from any encumbrance that are not mentioned at the present contract. 

10. The Seller provides 25-months full warranty of all the equipment sold by the Seller. Terms and provisions of the warranty are agreed in Exhibit # 5. If the Seller breaches terms or/and provisions agreed in Exhibit # 5, the Seller shall pay the fine in amount of [monetary sum] and compensate the damages of the Client.  If the Seller provides the low quality service, the Client shall have the right not to pay the monetary sum mentioned at point 15.4 of the present contract.

If the Client breaches terms or/and provisions agreed in Exhibit # 5 the warranty is considered to be cancelled. 

11. THE SELLER will deliver a maintenance program for the proper Fountains’ working. THE CLIENT will follow this program for the correct devices preservation. 

12. All the goods and equipments related to this contract are to be installed in Moremall, Russia; in case that the Client wants to install them in another site, THE CLIENT will inform THE SELLER. 

13. The seller shall provide the documentation required for the customs clearance (documentation that is necessary for customs) within [number of days] days from signing the present contract. If the documentation required for the customs clearance (documentation that is necessary for the customs) has not been provided to the Client within the mentioned period, the Seller shall pay a fine in amount of [monetary sum] EUR per each day of a delay.

Several shipments are allowed, but not more than ____ trucks.

14. The CLIENT shall provide THE SELLER with a reasonable information about requirements concerning the materials and characteristics used  at the worksite. 

14.1. The Seller acknowledges that the Seller was aware of the terms and conditions of the contract # ____ from ____  (hereinafter - “Contract”) between the Seller and ____ (tax code ____). If the Seller breaches the present contract, the Client shall bear losses under the Contract. Therefore the Seller shall compensate for all the losses of the Client under the Contract.  

14.2. Any and all the documents and information of the one Party (the Receiving Party) receives from other Party (the Transferring Party) in connection with the execution of this Agreement are property of the Transferring party. The Receiving Party shall provide their safety, shall prevent the access to these documents and shall not distribute them in other ways. Moreover, the Receiving Party shall return all such documents upon the first request of the Transferring Party. The Receiving Party undertakes within the contractual period and ____  years after the moment of the termination of the present contract not to divulge information regarding the terms and conditions of the present contract.

15. Payment conditions:

15.1. -  The Client shall pay [monetary sum] € to the Seller within [number of days] days  after signing present contract.

15.2. - [monetary sum] € within [number of days] days after signing by the Parties Certificate of acceptance of equipment. 

15.3. - [monetary sum] € within [number of days] days after signing by the Parties Certificate of acceptance of work.  

15.4. - [monetary sum] € within [number of days] days after signing by the Parties the Certificate that proves that the Seller performs the warranty obligations.

The date of receipt of money by the Seller is deemed to be the date when the Seller receives the payment in the Seller’s Bank account.

16. The Force-majeure

16.1. The Parties shall not bear liability for full or partial incompletion of its obligations under the present Agreement if it is a consequence of force majeure circumstances, such as: wars, mutiny, civil disorders, fires, acts of nature or other unforeseen circumstances which are out of the control of each of the Parties. The Force-majeure circumstances which have arisen owing to at least one of these reasons, shall exempt the Parties from their liability for the delay or non-fulfillment of the obligations. Thus the date of the obligations performance of the Parties under the present Agreement shall be postponed for the period of such circumstances and their consequences without application of financial sanctions.

The Parties shall not be exempted from their obligations and liabilities under the Agreement which became due until occurrence of force-majeure circumstances. 

16.2. In case such circumstances continue more than three months, each of the Parties has the right to refuse of the performance of its obligations under the present Agreement, except for the payment for the delivered goods, or performed works. 

Any of the Parties which is under the influence of force-majeure circumstances and has no possibility to fulfill its obligations herein, shall inform the other Party within 5 days about the beginning and termination of the abovementioned circumstances. 

16.3. Necessary and sufficient confirmation of the force-majeure circumstances shall be a relevant written certificate given by the Chamber of Commerce and Industry of the Russian Federation.

[the bank details]

17. This agreement is governed by laws of the Russian Federation. All the disputes shall be settled in ____ Court.

18. In case of comunication between THE CLIENT and THE SELLER the communications shall be done via following emails or other reliable ways:

The Seller: __________

The Client: __________

19. The documentation provided by ______ will be in English.

In proof of the agreement, Parties sign it in two binding copies.