договор, нужна помощь busin.

[hrustalik]

Дорогие коллеги! Перевела договор, он очень важный. Не могли бы пробежать, есть ли какие-то места, которые не читаются или совсем некрасиво написаны?
Огромное спасибо!

Clause 1. Subject of the Contract.

1.1. The supplier undertakes to transfer into ownership of the Buyer the goods - ), and the Buyer undertakes to accept and pay the goods on conditions of the present contract.

1.2. Technical characteristics of the goods are determined in the Specification to the present Contract, being integral part of it, (hereinafter referred to in the Contract as - the Goods).

2.3. Payment shall be made by bank transfer (banker’s order) against the Supplier’s invoices to the Buyer.
2.4. The transport expenses of the Supplier related to discharge by it of the obligations on delivery of Production up to the Buyer (Consignee) unless otherwise provided by specifications, additional agreements, appendices to the present Contract, are not included in the price of Goods and are to be compensated by the Buyer additionally on the fact of delivery by the Supplier of invoices for payment of transport expenses and delivery of the documents confirming such expenses (railway bills of lading, consignment notes, etc.).
By delivery of the Goods in compliance with the provisions of items 3.2.2, 3.2.3 of the present Contract, on the Supplier will be imposed a duty of the conclusion in its own name of the Transportation Contracts and other Contracts, as well as, of the observance of formalities and the duties, necessary for delivery of the Goods up to the Buyer (Consignee).
2.5. The Date of payment under the Contract shall be the date of debit of funds from the Buyer’s current account.
2.6. The price of the Goods is fixed and shall not be subject to unilaterally variation.

Clause 3. General conditions of Delivery.

3.1. Delivery of the Goods is carried out by the Supplier by shipment (transfer) of the Goods to the Buyer under the present Contract.
3.2. Delivery of the Goods under the present contract is carried out on the following conditions:
3.2.1. Removal of the Goods by transport of the Buyer (Consignee) from the store, stated by the Supplier (picking up of the Goods);
3.2.2. Delivery of the Goods by transport of the Supplier (Consignor) to the store of the Buyer (Consignee);
3.2.3. Transfer of the Goods by the Supplier (Consignor) to freight forwarder for their delivery to the Buyer (Consignee) by rail.

3.4. As the delivery date under the present Contract is considered:
3.4.1. On removal of the Goods by transport of the Buyer (Consignee) from the store, stated by the Supplier – from the date of transfer of the Goods to the Buyer (Consignee) in the shipment points, which shall be determined from the moment of its date stamping (seal, signature of the Buyer’s authorized representative) on copies of a consignment note;
3.4.2. On delivery of the Goods by transport of the Supplier (Consignor) to the store of the Buyer (Consignee) – from the date of receipt of the Goods by the Buyer (Consignee), which shall be determined from the moment of its date stamping (seal, signature of the Buyer’s authorized representative) on copies of a consignment note;
3.4.3. On delivery of the Goods by the way, stipulated in the item 3.2.3 of the present Contract, by means of rail – from the date of receipt of the Goods by the Buyer (Consignee) from the freight forwarder, which shall be determined from the date of stamping on railway bill of lading at the destination railway station;

3.5. Property in the Goods moves from the Supplier to the Buyer:
3.5.1. On removal of the Goods by transport of the Buyer (Consignee) from the store, stated by the Supplier – from the date of transfer of the Goods to the Buyer (Consignee) in the shipment points, which shall be determined from the moment of its date stamping (seal, signature of the Buyer’s authorized representative) on copies of a consignment note;
3.5.2. On delivery of the Goods by transport of the Supplier (Consignor) to the store of the Buyer (Consignee) – from the date of receipt of the Goods by the Buyer (Consignee), which shall be determined from the moment of its date stamping (seal, signature of the Buyer’s authorized representative) on copies of a consignment note;
3.5.3. On delivery of the Goods by the way, stipulated in the item 3.2.3 of the present Contract, by means of rail – from the date of transfer of the Goods by the Supplier (Consignor) to the first freight forwarder, which shall be determined from the date stamping on railway bill of lading at the dispatch railway station;
3.6. Risks of accidental destruction and/or accidental damage of the Goods (including risks of destruction and/or damage of the Goods in the absence of fault of anyone of the Parties) shall be moved from the Supplier to the Buyer from the delivery date.
3.7. The goods shall be shipped in packing, as required, which meets the characteristics of the delivery Goods.
3.8.1. The Supplier is obliged to transfer the Goods to the Buyer (Consignee) in container and/or packing, providing for undamaged state of the Goods on standard storage and transport conditions.
3.8.2. The packing may provide for full safety of the Goods against mechanical failures and other failures of any kind and its damage during the carry of it by means of different modes of transport, taking into account possible overloads on the way and long-term storage, as well as, prevent it from possible weather impacts.
3.8.3. The Supplier is liable against the Buyer and obliged, to repair to it the losses, arisen from damage, failure or breakage of the Goods, as well as, from damage caused to the third persons as a result of its improper or low-quality packing.

Clause 4. Quality of Goods. Quantity and Quality Acceptance of Goods.

4.1. Quality of the Goods shall correspond to state standards, technical conditions or other normative and technical documentation, with reference to each kind of the Goods, specified in Specifications to the present Contract, and shall be proved by the data sheet, issued by the manufacturer and/or Certificate of conformity (quality).
4.2. The Goods have to:
- correspond to requirements of all-Union State Standards in effect and technical conditions specified in specifications to the present Contract;
- be confirmed by certificates and / or manufacturer’s passports of quality.
4.3. Quantity and Quality Acceptance of the Goods is performed by the Buyer (Consignee) in compliance with Guidelines on Procedure for Quantity Acceptance of Consumer Goods and Industrial Products (appr. by Regulation of the USSR State Arbitration dated 15.06.1965 N P-6) (version dated 14.11.1974, with changes dated 22.10.1997) and Guidelines on Procedure for Quality Acceptance of Consumer Goods and Industrial Products (appr. by Regulation of the USSR State Arbitration dated 25.04.1966 N P-7) (version dated 14.11.1974, with changes dated 22.10.1997).
4.4. Should any shortage of the delivered under the present Contract Goods be identified during the Acceptance of the Goods, the Buyer (Consignee) shall take the Goods into custody, insure safety of such Goods and notify the Supplier about that.
Expenses of custody of the Goods not corresponding to provisions of the present Contract
and Specifications, are charged to the Supplier’s account at a rate of the actual expenses suffered by the Buyer (Consignee).
4.5. Should any nonconformance of the Goods on quality to requirements of the specified in the Specifications to the present Contract standards be identified during the Acceptance of the Goods may be performed a quality inspection of the delivered Goods, initiated by any of the Parties.
The quality inspection shall be performed by an Independent Panel of Experts.
However the expenses for carrying out of expert examination shall be borne by the Supplier, with the exception of the cases, when examination investigation shall establish the provisions of the present Contract of delivery not being in breach by the Supplier or absence of a causal relationship between actions of the Supplier (Consignor) and discovered defects.
In the specified cases, the expenses for carrying out of expert examination shall be borne by the Party which has demanded to appoint the expert examination and when it is appointed under the agreement between the Parties, by both Parties in equal parts.

Clause 5. Transfer and execution of documents.

5.1. The Supplier (Consignor) shall transfer at the same time with the equipment to the Buyer (Consignee) the following documents:
- Quality certificates and Passports of quality of the manufacturing plant;
- Certificate of conformance – original and copies;
- Certificate of Origin of Goods (as required);
- Technical documentation, exploitative documents.
5.2.The Parties shall be entitled to documentation interchange on execution of the present Contract by fax (letters, Additional agreements, Specifications).
The message received by fax shall be considered as authentically coming from a contracting Party when it contains correct marks of a fax machine of the Party - the Addressee about the name and phones of the Party - the Sender. The Parties are obliged to exchange originals of such documents no later than within 5 (five) calendar days from the date of their signing.
5.3. The Supplier (Consignor) is obliged no later than within 5 (five) calendar days from the shipping day to transfer to the Buyer under the present Contract:
- Originals of the invoices. The Supplier shall obligatory specify by invoicing the number of the present Contract and the date of its conclusion, the number and the date of the Specification, under which the invoice is executed.
The Parties have established that in case of infringement by the Supplier of requirements to execution of the invoices, stipulated in the present item, the Buyer has the right to return such invoices to the Supplier for renewal.
- Copies of railway bills of lading or other waybills. Executing the waybills the Supplier (Consignor) shall specify gross weight and net weight of the delivered Goods.
- Initial documents, proving the transport expenses of the Supplier, related to the delivery of the Goods.
- Executed in accordance with established procedure copies of the consignment note ладной ТORG-12.

Clause 6. Information support of delivery of the Goods.

6.1. At realization of delivery by railway or motor transport the Supplier by means of fax within no later than:
6.2.1. 3 working days before the date of the estimated shipping date shall notify the Buyer about the readiness of the Goods for shipment.
6.2.2. No later than within 1 (one) calendar day from the shipment date shall notify the Buyer about the goods dispatch done. In the notification shall be specified the number and the date of consignment notes, the numbers of cars, containers, vehicles.
6.2. The Supplier undertakes within no later than the 5 (fifth) date of each month provide to the Buyer Register of the shipments of the Goods made during preceding month with specification of the shipment dates and numbers of accompanying consignment notes.
6.3. On delivery of the Goods on conditions of their removal from the store, stated by the Supplier (Consignor), the Supplier is obliged to notify the Buyer (Consignee) about the
readiness of the Goods for shipment within no later than 3 working days before the established shipment date. In the notification of the Buyer (Consignee) about the
readiness of the Goods for shipmen, the Supplier is obliged to refer to the number of the Contract, Specification number, related to which the delivery of the Goods will be performed.

Clause 7. Liability of the Parties.

7.1. In case of default or inadequate execution of the obligations under the present Contract the Parties shall be liable according to the current legislation of the Russian Federation.
7.2. In case of Goods payment default against the stipulated in the Specifications terms, the Supplier has the right, to raise a demand for penalty payment against the Buyer at the rate of 0,1 % from the value of the not paid Goods, but no more than 10 % from the value of the not paid Goods.
7.3. In case of infringement of terms of delivery of the Goods, established in corresponding Specifications to the present Contract, the Buyer has the right to raise a demand for penalty payment against the Supplier at the rate of 0,1 % from the undelivered Goods value per every day of delay, but no more than 10 % from the value of the undelivered Goods.

Clause 8. Force majeur.

8.1. The Parties shall be relieved from the responsibility for failure partially or in full to perform their obligations under the present Contract when this default was consequence of the circumstances caused by Action of God, arisen after the conclusion of the Contract as a result of events of extreme character which the corresponding Party of the Contract could not neither expect, nor prevent by reasonable measures (force-majeur).
8.2. As an acknowledgement of the beginning of circumstances of insuperable force and their duration are considered the conclusions, references, issued by authorized State bodies. The Party, suffered from Action of God shall immediately inform the other Party by telegram, fax about the type and possible duration of circumstances of insuperable force, as well as about the other circumstances, preventing them from the execution of the taken obligations.
When no notice will be given about the beginning of the abovementioned circumstances in due time, so that the suffered from the Action of God Party will be disable to refer to it, except for that case, when the circumstances of insuperable force prevent from sending of such notification timely.
8.3. During action of circumstances of insuperable force and other circumstances, relieving from the responsibility, the obligation of the Parties will be suspended. When the circumstances in the sense of given Clause last more than 60 (sixty) calendar days, the Parties have the right to refuse execution of the present Contract unilaterally with the notice of the counterpart in writing, at that the Parties shall effect mutual settlement under actually executed obligations without the right of claim of damages.

Clause 9. Resolution of disputes.

9.1. All disputes arising during execution of the present Contract the Parties undertake to resolve with observance of the complaint procedure. Claims shall be considered in time, which is not exceeding 30 (thirty) days.
9.2. The fines and penalties and/or other sanctions for violation of conditions of contractual obligations, as well as the sums of compensation for losses or other damages under the present Contract will be imposed by the Parties by way of sending of the corresponding written demand (claim) for their payment.
9.3. In case of impossibility to resolve dispute using the complaint procedure, it shall be submitted to the Arbitration court according to the current legislation of the Russian Federation on the location of the Claimant.

Clause 10. Confidentiality.

10.1. The Parties undertake not to make public and not to distribute in any other form confidential documents, data and the information, received by them during execution of the present Contract.
10.2. Confidential information is not to be made public or distributed in any form, either during validity of the present Contract, or within 3 (three) years after its termination.
10.3. As confidential are considered all data, received by the Buyer and Supplier from each other during execution of the present Contract, except for that which were or will be published or distributed in any other form without participation of the Parties.
10.4. The Parties undertake to take all necessary measures in order that their employees, assignees without the preliminary agreement of the other Party will not inform the third Parties on conditions of the present Contract and appendices to it, as well as about the data and the information, received by them from each other during execution of the present Contract.

Clause 11. Miscellaneous provisions.

11.1. The present Contract becomes effective upon the date of its signing by the Parties and is in force till December, 31st, 2008.
11.2. The present Contract may be terminated:
11.2.1. by mutual agreement of the Parties;
11.2.2. Unilaterally in case of exceeding the term for delivery of the Goods under the specification more than for_______ days. The termination of the Contract is made by written notice. The Contract terminates upon the expiration of 10 days from the date of the notice if in the notice the other term is not specified.
11.3. After the conclusion of the present Contract all preliminary agreements on it, correspondence relating the issues, anyhow concerning the present contract, shall become null and void.
11.4. In all things, which are not stipulated in the present Contract, the Parties have agreed to be governed by the current legislation of the Russian Federation.
11.5. The present Contract is made in duplicate, both having equal legal force, one for each Party.