Purchase agreement

PURCHASE 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", 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. Supplier sells and transfers, and Buyer accepts and pays office chairs (hereinafter – «Goods») according to the order (further – «Order»).

2.    GENERAL PROVISIONS

2.1.    Order is the integral part of Agreement, which is made as Attachment to it.
2.2.    Order is a list of one or several names (positions) of the Goods united by the same number of the Order, containing description, quantity, delivery address, price, other conditions of purchasing and Goods payment.
2.3.    At Order registration Buyer receives full and authentic information about the Goods from placed on page www.hmshop.ru information or from advisers of the Supplier. Filling Order form and its further transfer to execution means sufficient and full Buyer’s acquaintance with Goods, discounts, formation of the final price and the full Buyer’s consent with other conditions according to the present Agreement.
2.4.    Supplier accepts Order to execution only after receiving advance payment at a rate of 100% of Order price at the Supplier’s account. Buyer has the right to refuse the Goods at any time before its delivery, and after delivery - within 7 (Seven) days. If information about making Order and return terms of the Goods of appropriate quality has not been given in writing at the delivery, the Buyer has the right to refuse the Goods during 3 (Three months) from the moment of Goods delivery. Thus return of the Goods of appropriate quality is possible in case its trade dress, consumer properties, and also the document confirming the fact and conditions of purchase of the Goods are kept. Absence at the Buyer of the document confirming the fact and conditions of purchase of the Goods, does not deprive of possibility to refer to other proofs of acquisition of the Goods. Buyer doesn't have the right to refuse the Goods of the appropriate quality having individually-defined properties if the specified Goods can be used exclusively by the Buyer.
2.5.    At Order registration the Supplier and the Buyer determine concrete conditions of purchase and sale on each separate position of the Goods, such as: name, quantity, an execution variant, colour, sizes, delivery term, price.
2.6.    Total time of performance of the Order according to this Agreement is _______ working days (for chairs from stock in Moscow – 7 working days within Moscow and Moscow region; for chairs from stock in Moscow delivery in regions – 14 working days ; for chairs from configurator – 60 working days) after receipt money at the Supplier’s account.
2.7.    The Order is considered as executed at the moment of actual transfer of the Goods to the Buyer on the basis of the consignment note given by the Supplier on the certain Goods on Buyer’s signature or it properly authorized representative. After Order execution Supplier’s obligations are considered as completely executed.
2.8.    Property right for the Goods and all risks of sudden loss or damaging of the Goods shall be transferred from the Supplier to the Buyer at the moment of Good’s transfer to the Buyer according to article 2.7 of the present Agreement.
2.9.    In case of storage of the Goods by the Supplier during the longer period than it is provided by the present Agreement for execution of the Buyer’s obligation on Goods reception (7 days), the additional payment is raised from the Buyer calculated on the base of refinancing rate of the Central Bank of the Russian Federation on the current moment and Goods price per every day of storage. Storage cost is paid by the Buyer at reception of the Goods on the basis of the account of the Supplier.

3.    RIGHTS AND DUTIES OF THE PARTIES

3.1.    Supplier is obliged:
3.1.1.    To transfer the Goods according to the Order conditions.
3.1.2.    To guarantee conformity of Goods quality to requirements of quality for the similar goods within territory of the Russian Federation. To provide guarantee obligations according to conditions of the present Agreement.
3.1.3.    In case of changing delivery term, immediately  inform the Buyer about changing of delivery conditions for the purpose of reception of the consent to new conditions of  the Order performance as a whole, or in a part. The Supplier informs the Buyer by phone or by e-mail. The received answer is fixed in an electronic history of the Order execution. The Buyer is considered as accepted changed conditions if within 36 hours from the moment of the Supplier’s note about change of conditions, has not directed to the Supplier’s address written refusal.
3.1.4.    In case of change of the Goods price during Order execution by the Supplier to co-ordinate such changes with the Buyer.
3.1.5.    To give the full necessary information on the Goods, its manufacturer and other conditions according to the article 2.3 of the present Agreement.
3.1.6.    To view Buyer’s claims according to item 3.4.3. of the present Agreement.

3.2.    Supplier is entitled:
3.2.1.    Not to start Order execution in case of absence of advance payment according to the article 2.4 of the present Agreement.
3.2.2.    If the Goods will be unclaimed during 14 (Fourteen) calendar days from the moment of the notice of the Buyer on Goods receipt to Supplier’s stock, to terminate the Agreement unilaterally. In this case the Buyer can receive the advance payment for the Goods only after Goods sale to the third parties minus the sum raised by the Supplier for Goods storage during the period from the moment of receipt of the Goods to stock and till the moment of its definitive sale.
3.2.3.    In case of disagreement of the Buyer with price change to refuse Order execution.
3.2.4.    Not to accept claims on the returned Goods in the absence of its trade dress, detection of external damages of the Goods, discrepancy of numbers on the goods, packing.

3.3.    Buyer is obliged:
3.3.1.    At Order registration to give the exact name of the demanded Goods, its number under the catalogue of the manufacturer, or all data necessary for exact definition of the demanded Goods (colour, execution variant, presence of additional requirements of a design). In case of the independent Order, without consultations of Supplier's managers to bear full responsibility for selection of the Goods according to the catalogues of the manufacturer of Goods
3.3.2.    To Pay the Goods, according to Orders, for the price specified in them according to conditions of the present Agreement.
3.3.3.    To accept the Goods according to conditions of the present Agreement within 5 (Five) calendar days from the moment of notice of the Buyer on Supplier's readiness to transfer the Goods.
3.3.4.    In case of Goods transfer by the Supplier with infringement of conditions of the Order on quantity, assortment, completeness, container and (or) Goods packing, not later than 10 (Ten) following calendar days after transfer day, to inform the Supplier on these infringements.

3.4.    Buyer is entitled:
3.4.1.    To demand return of advance payment in case of impossibility to execute conditions of the Order by the Supplier.
3.4.2.    To make Order changes before the beginning of its execution by the Supplier, but not later than 3 (Three) days from the moment of acceptance by the Supplier of the Order to execution.
3.4.3.    At occurrence of claims concerning quality of the Goods to inform about them within 5 (Five) calendar days from the moment of its reception. In case of detection of latent defects during operation of the Goods by the Buyer, claims are shown during warranty period established by the Supplier. In case of detection that Goods lacks have arisen not because of the Supplier or the manufacturer, expenses on examination are carrying out completely by the Buyer.
3.4.4.    Before Goods transfer to refuse execution of the Agreement with the condition of compensation to the Supplier the expenses on performance of the present Agreement at a rate of 30 % (Thirty) from total price of the Order that corresponds to Supplier’s average actual expenses  on Order execution. Deduction of the specified sum is made by the Supplier from the advance payment and the rest of sum is returning to the Buyer within 10 (Ten) days.

4.    PRICE AND PAYMENT ORDER

4.1.    The Order total price is formed from the prices of each position of the Goods and delivery cost, defined according to Order conditions. Order price is ___ Euro.
4.2.    Goods payment is made by the Buyer as 100 % of advance payment in roubles on the basis of Supplier’s accounts in the form of payment according to the article 4.3 of the present Agreement.
4.3.    The form of Order payment according to the present Agreement is cashless – to the settlement account of the Supplier specified in the Agreement.

5.    QUALITY OF GOODS

5.1.    The Supplier transfer to the Buyer Goods, which are corresponding to accepted on territory of Russian Federation requirements to quality for the similar goods.
5.2.    Quality of the Goods (except latent defects) is established by the Buyer by visual survey of the Goods at its reception. In case of detection of latent defects during operation of the Goods by the Buyer, the situation is authorised according to item 3.4.3. of the present Agreement.
5.3.    In case of occurrence of disagreements concerning Goods quality each of the Parties has the right to carry out independent expert appraisal. Expenses for examination are carrying out by the Party, on whose fault the lacks appeared.

6.    WARRANTY

6.1.    Warranty period for the Goods is 12 (Twelve) months from the moment of Goods transfer to the Buyer. The Buyer is further entitled to warranties, which are granted by the manufacturers of the Goods.  Upon the Buyers’ written request, the Supplier shall provide the Buyer with applicable copies of the manufacturers’ warranty policies.

7.    RESPONSIBILITY OF THE PARTIES

7.1.    Parties bear all responsibility for default obligations under this Agreement according with the laws of Russian Federation.
7.2.    The Parties are relieved from responsibility for full or partial default obligations if default is a consequence of such force majeure circumstances (force-majeur), as: war or military operations, earthquake, flooding, a fire and other acts of nature, road and transport incidents, certificates or actions of public authorities, change of customs rules, restrictions of import and the export which has arisen irrespective of will of the Parties after the conclusion of the present Agreement.The Party suffering from the situation preventing from implementation of its obligations under this Agreement is obliged to inform another Party about it. The notification shall be confirmed by the competent body.

8.    ARBITRATION

8.1.    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.
8.2.    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.

9.    FINAL CONDITIONS

9.1.    This Agreement is valid from the date of signing by the Parties.
9.2.    The Buyer’s claims concerned with cancellation of the contract, elimination of infringements of its conditions, goods lacks, the indemnification, are sent to the Supplier in writing with the appendix of the necessary documents proving these requirements (the document certifying the fact of purchase concerning the goods on which warranty periods or service period, characteristics sheet or other replacing it document, and also the documents confirming lacks of the goods and losses, caused to the Buyer by inadequate quality of the goods).
9.3.    The present Agreement placed on Supplier’s Internet-site (www.hmshop.ru) is the public offer. Absence of the signed by Parties copy of the Agreement on the paper carrier, with putting down of signatures of the Parties, in case of carrying out on it of actual payment by the Buyer, is not the basis to consider the present Agreement not concluded. Payment carrying out according to the made Order is considered the acceptance of the Buyer according to the item 3 of the article 438 of the Civil code of the Russian Federation.
9.4.    This Agreement is made in 2 (Two) copies having equal legal force, one copy for each Party.
9.5.    Attachment: №1 Provision of Goods return;
                           №2 Order structure.

                                          

10.    REQUISITES AND SIGNATURES OF THE PARTIES:

Item 1. Procedure of Order cancellation before Goods transfer

The Buyer has the right to refuse the Goods at any time before its transfer. For Order cancellation Buyer must send on the Supplier’s electronic address (info@hmshop.ru) the demand for return with indication: first name, last name, nameplate data, number of the Order, date of Order reception, number of the receipt on payment, the name of bank and an account number on which the return sum will be listed. After Supplier’s consideration about the demand money will be returned to the Buyer according to the article 3.4.4 of the present Agreement.

Item 2. Procedure of return of the Goods of inadequate quality

At detection in Order structure the Goods of inadequate quality, the Buyer has the right to return these goods within 7 (Seven) days after reception in established order. Buyer must send on the Supplier’s electronic address (info@hmshop.ru) the claim with indication: first name, last name, nameplate data, number of the Order, date of Order reception, number of the receipt on payment, the detailed reason for Goods return, the name of bank and an account number on which return sum will be listed. The decision on return or goods replacement is accepted only if claim from the Buyer is presented. After Supplier’s consideration about the return goods price (including delivery cost) will be returned to the Buyer, or Goods will be replaced. The returned Goods should be in original packing, without obvious traces of opening and use.

Item 3. Procedure of return of the goods of appropriate quality

Buyer has the right to refuse the Goods within 7 (Seven) days after Goods reception. It is possible in case its trade dress, consumer properties, and also the document confirming the fact and conditions of purchase of the specified Goods are kept. Buyer must send on the Supplier’s electronic address (info@hmshop.ru) request for return with indication: first name, last name, nameplate data, number of the Order, date of Order reception, number of the receipt on payment, the detailed reason for Goods return, the name of bank and an account number on which return sum will be listed.
After Supplier’s consideration about the return Goods price will be returned to the Buyer within 10 (Ten) days from the request date of  request, except for the sum of compensation (Supplier’s expenses concerned with fulfillment of the present Agreement at a rate of 30(Thirty)  % from a total price of present Agreement that corresponds to average actual  expenses on Order execution).

ATTACHMENT №2.
ORDER STRUCTURE.