Supply agreement

SUPPLY AGREEMENT №___

Moscow                                                                                                                                                                               «___» __________ 2009

Contract Interiors LLC, hereinafter referred to as the "Supplier", represented by General Director Ilya Korchazhkin acting on the basis of the Articles of Association, on one hand, and ________________ hereinafter referred to as the "Buyer", represented by _________________ acting on the basis of _________ on the other hand, both of them hereinafter referred to as the "Parties" have made this Agreement as follows:

1.    THE SUBJECT OF THE AGREEMENT

1.1.    The Supplier shall sell to the Buyer's property office chairs hereinafter referred to as the “Goods” in compliance with the Specification (Attachment No.1) being an integral part of this Agreement, and the Buyer shall pay and accept the Goods in accordance to the terms set by this Agreement.
1.2.    At the moment when the Goods are being transferred to the Buyer, the Goods belong to the Supplier under the property right, the Goods are neither pawned nor arrested, the Goods are not under any dispute and no third party is entitled to claim for the Goods.

2.    THE TOTAL AMOUNT OF THE AGREEMENT AND PAYMENT TERMS  

2.1.    The total Agreement amount is _____ Euro, inclusive 18% VAT. The total amount encompasses cost of the goods, packaging, delivery.
2.2.    The day of payment is the day of receipt of the money at the Supplier’s account.
2.3.    All payments effected in compliance with this Agreement are made in Roubles at the exchange rate of Euro/Rouble specified in the pro-forma invoices issued by the Supplier in accordance to the schedule specified below: total amount (including VAT) of Goods is paid by the Buyer during 3 (Three) working days after order registration in hmshop.ru.
2.4.    Prices for the Goods shall remain fixed and shall not be subject to any kind of alteration during all validity period of this Agreement.

3.    DELIVERY TERMS

3.1.    Total delivery time is:

•    chair from stock in Moscow – 7 (Seven) working days after order payment (within Moscow and Moscow region);
•    chair from stock in Moscow – 14 (Fourteen) working days after order payment (delivery in regions);
•    chairs from configurator – 60 (Sixty) working days after order payment.

3.2.    Delivery shall be implemented at the address: ____________________________________.
3.3.    The Supplier shall notify the Buyer about availability of the Goods and shall notify the Buyer about date and time of the delivery of the Goods.
3.4.    On the day of delivery the Parties shall sign consignment note, Delivery-Acceptance Statement. Should any defects or damage to the Goods be discovered during the Delivery-Acceptance of the Goods to the Buyer the Buyer is obliged to notify of them in writing in the Attachment to the Delivery-Acceptance Statement (the Snagging List).
3.5.    Shall the Buyer be unable to accept the Goods the Buyer should notify the Supplier about the matter. The Goods shall be stored in the stock of the Supplier free of charge for 14 (Fourteen) banking days from  the date of the notice in writing of the Buyer of a finding of the goods in a warehouse. Shall the goods be kept in the stock of the supplier more than 14 (Fourteen) banking days from the date of delivery specified in this Agreement, the Supplier is entitled to demand from the Buyer to pay for the storage of the Goods at the rate of 0.1% of the total amount of the Goods for each day of storage and the Buyer is obliged to effect payment within 3 (Three) working days from the date of issue of the corresponding bill. Storage period of the Goods shall be 120 (Hundred twenty) days. On expiry of this period the Buyer is obliged to collect the Goods having paid for storage services. In case of failure of collection of the Goods from the warehouse of the Supplier within the term specified above, extra storage of the goods in the warehouse of the Supplier shall be charged at the rate of 0.5% of the total amount of the Goods for each day. The Goods shall be delivered to the Buyer only after extra storage service has been paid completely.
3.6.    Shall the Goods remain unclaimed by the Buyer on expiry of the storage services period, in accordance with Article 3.6 of the Agreement, and failure to pay in full for the fore mentioned services, can be seen as a considerable violation of the conditions of this Agreement and the Supplier is entitled to break this Agreement in accordance with the laws of the Russian Federation. After which the Supplier is entitled to sell the Goods and hold back some of the payment enough to cover storage, transportation and other expenses, and also, above other losses, the Supplier keeps an ingrained profit, in accordance with Article 15 of Civil Code of the Russian Federation..
3.7.    Within this Agreement the Parties are obliged to make following documents: consignment note, invoice, Delivery-Acceptance Statement.

4.    WARRANTY AND SERVICE CALLS

4.1.    Warranty period for the Goods is 12 (Twelve) months.
4.2.    Warranty period starts after the transfer of the Goods to the property of the Buyer, signing of the Delivery-Acceptance Statement with the quantity and quality of the supplied Goods specified, given that all exploitation rules and requirements are followed.
4.3.    The Supplier is obliged to respond to written notifications about defects of the Goods in 2 (Two) working days from the moment of receipt of such notification. Shall the warranty be activated the Supplier informs the Buyer about possible solutions of the problem in 3 (Three) working days.
4.4.    The Buyer is further entitled to such warranties as are expressly granted by the manufacturers of the Furniture.  Upon the Buyers’ written request, the Supplier shall provide the Buyer with applicable copies of the manufacturers’ warranty policies.  Other than as set forth in Section 4.2 above, the Supplier does not grant, and hereby disclaims, any express or implied warranties under this Agreement.

5.    TRANSFER TO THE PROPERTY

5.1.    All risks of sudden loss or damaging of the Goods shall be transferred from the Supplier to the Buyer at the moment of signing by the Parties of the consignment note.
5.2.    Transfer of the property right for the Goods from the Supplier to the Buyer shall be made at the moment of signing by the Parties of the Delivery-Acceptance Statement, given that all payment conditions stipulated in Article 2.3, 3.6 of this Agreement have been completely fulfilled by the Buyer.

6.    RESPONSIBILITY OF THE PARTIES, FORCE MAJEURE

6.1.    The Party which failed to implement or implemented improperly its obligations under this Agreement shall bear all responsibility according with the laws of Russian Federation unless it is proved that improper implementation of the obligations has been caused by Force Majeure, i.e. extraordinary circumstances impossible to prevent, which can be defined by the Parties of this Agreement as Force Majeure for proper implementation of the obligations.
6.2.    The Party suffering from the situation preventing from implementation of its obligations under this Agreement is obliged to inform another Party within 3 days by fax, e-mail or written notification about beginning or finishing of the conditions in question. The notification shall be confirmed by a reference from the Trade – Industrial Chamber.
6.3.    Shall impossibility of complete or partial implementation of the obligations exist for more than 3 (Three) months, any Party is entitled to break this Agreement. Shall this be the matter and shall the Buyer had transferred the money before the above mentioned conditioned took the force, the Supplier is obliged to return the money in question to the account of the Buyer within 5 (Five) working days.

7.    ARBITRATION

7.1.    The Parties will take all possible measures to settle amicably any disputes or differences, which may arise out of this Agreement or in connection with it.
7.2.    If the parties do not come to an agreement all the disputes and differences are to be referred to and finally resolved by the Moscow Arbitration Court in accordance with the laws of the Russian Federation.

8.    OTHER CONDITIONS

8.1.    This Agreement can be amended or/and added by the Parties during its validity period on the basis of their mutual agreement by making Additional Agreement to this Agreement.
8.2.    All amendments and modifications to this Agreement (if any) shall be made by a written document signed by the authorized representative of both Parties.
8.3.    This Agreement is made in 2 (Two) copies having equal legal force, one copy for each Party.
8.4.    This Agreement placed on Supplier’s web-site www.hmshop.ru is the joining contract in accordance with Article 428 of Civil Code of the Russian Federation.
8.5.    Attachment No.1: Specification. 

9.    ADDRESSES AND REQUISITES OF THE PARTIES:

ATTACHMENT № 1.
SPECIFICATION