А. 1) Whenever used in this Agreement, unless there is something in the subject matter of context of their use inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows...
2) «Purchase Price» means the purchase price to be paid
by the Buyer to the Seller for the Purchased Goods as pro
vided in Section 4.1 hereof [as adjusted, if necessary, pursu
ant to Section 3.3 hereof].
3) The use herein of the word «including», when follow
ing any general statement, term or matter, shall not be con
strued to limit such statement, term or matter to the specif
ic terms or matters set forth immediately following such
word or to similar items or matters, whether or not non-
limiting language (such as «without limitation», or «but not
limited to», or words of similar import) is used with refer
ence thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broad
est possible scope of such general statement, term or mat
ter.
4) This Agreement shall be governed and construed in
accordance with the United Nations Convention on Con
tracts for the International Sale of Goods supplemented by
the law of the State of*, USA.
5) The Court and the authorities of the [State of New
York] shall have jurisdiction over all controversies which may
arise under or in relation to this Agreement, especially with
the respect to the execution, interpretation and compliance
of this Agreement, the Parties hereto waiving any other ven-
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ue which they might be entitled by virtue of domicile, habitual residence or otherwise.
6) Unless otherwise indicated, all dollar amounts referred
to in this Agreement are in United States currency.
7) Each Party agrees that it shall act so as to implement,
to its full extent, the provisions of this Agreement and in all
respects use its best endeavours and take all such steps as
may reasonably be within its power so as to comply with
and act in a manner contemplated by the provisions of this
Agreement and so as to implement to their full extent the
provisions of this Agreement, and to extent, if any, which
may be permitted by law, shall cause its respective nomi
nee, directors, agents and employees, if any, to act accord
ingly.
8) The Parties covenant and agree to conduct their af
fairs in accordance with the provisions of this Agreement
and to take no action which would constitute a contraven
tion of any of the terms or provisions of this Agreement.
9) The Seller agrees to sell to the Buyer and the Buyer
agrees to buy from the Seller [identification of the Purchased
Goods ordered, including, if applicable, model number].
10) The Buyer shall obtain any required * export license
and any required import license or any other governmental
authorization, permit and satisfy all formalities as may be
required to carry out the terms of this Agreement in accord
ance with the law and regulations.
B. 1) All deliveries of the Purchased Goods shall be CIF Saint-Petersburg. Unless otherwise provided in this Agreement, CIF shall be construed in accordance with INCOT-ERMS 1990 of the International Chamber of Commerce.
2) Delivery times are approximate and are dependent upon prompt receipt by the Seller of all material and information necessary to produce and/or supply within the scheduled time.
С. А. Семко, В. В. Сдобников, С. Н. Чекунова
3) If the Seller fails to meet the shipment schedule as to
any shipment, the Buyer may, at its option and to addition
to all other rights it may possess, cancel this Agreement,
purchase elsewhere, and hold the Seller accountable for all
additional costs or damages incurred.
4) Note that this is a lump sum clause. Depending on the
circumstances, it may be appropriate to have a separate price
(i. e., equipment vs. labour price), estimated prices, bonus
charges, a currency clause linking the price to the exchange
rate, price escalation provision or hardship clause which spec
ifies the maximum amount of price escalation which per
mits the Seller to renegotiate or terminate the contract.
5) Drafts shall be drawn at sight against presentation of
shipping and title documents covering each shipment CIF
Saint-Petersburg in conformance with this Agreement and
the terms of the letter of credit.
6) The Buyer shall request the opening bank to effect
any such amendments to the letter of credit by notifying the
advising bank by [telex or telecopy]. The Seller agrees to
confirm the acceptance of the initial letter of credit to the
advising bank and of any amendments thereto made in con
formance with this Agreement within [*] days of telex ad
vice by the advising bank to the Seller.
7) The Buyer has obtained the appropriate government
approval of * required for the Buyer to enter into this Agree
ment permitting the Buyer to make payments to the Seller
for the Purchased Price of the Purchased Goods in United
States dollars in the United States.
8) The Buyer shall be solely responsible for and shall pay,
or reimburse the Seller for, all taxes, duties, import depos
its, assessments and other governmental charges, however
designated, which are now or hereafter imposed under or by
any governmental authority or agency.
9) The Buyer has the right, at its expense, to engage an
independent inspection organization, to inspect and/or test
Учебник коммерческого перевода. Английский язык
the Purchased Goods prior to shipment. The Seller shall provide all reasonable facilities and assistance for the safety and convenience of such inspectors in the performance of their duties.
10) In the event that the Buyer is not satisfied with either the Purchased Goods being produced at th&time of such inspection or with the said production samples, the Buyer shall notify the Seller in writing of its dissatisfaction. The Seller shall immediately seek to cure any such dissatisfaction.
C. 1) The warranty section, if included, is an extremely sensitive negotiated provision. Obviously the Seller will want a «bare bones» minimal approach while the Buyer will want an extensive warranty.
2) The Seller warrants that all of the Purchased Goods
delivered hereunder will be merchantable, of good material
and workmanship and free from defect.
3) This warranty shall survive any inspection, delivery or
acceptance of any Purchased Goods, and payment thereof
by the Buyer and any inspection or certificate by an inde
pendent inspection organization.
4) The Seller's obligations under paragraph * above shall
not apply to any Purchased Goods, or part thereof, which is
not properly stored, installed, used, maintained or repaired,
or is modified other than pursuant to the Seller's instruc
tions or approval.
5) If any of the Purchased Goods or part thereof fails to
meet the foregoing warranties (except as to title), the Sell
er shall repair same or, at its option, replace same in either
case [INCOTERM] on the same basis as described in Sec
tion 3.
6) With respect to any of the Purchased Goods not man
ufactured by the Seller (except for integral parts of the Sell-
er's Purchased Goods, to which the warranties set forth above
С. А. Семко, В. В. Сдобников, С. Н. Чекунова
shall apply), the Seller gives no warranty, and only the warranty, if any, given by the manufacturer shall apply.
7) The Buyer agrees to defend, protect, indemnify and
save harmless the Seller from any loss, damage or injury aris
ing out of a claim, suit or action at law or in equity for actual
or alleged infringement because of the sale of such Purchased
Goods, and to defend any such suits or actions which may
be brought against the Seller.
8) In the event that either Party is entitled to recover dam
ages under this Agreement, such damages shall not include
incidental damages as defined in [Section 2-710 of the Uni
form Commercial Code or the United Nations Convention
on Contracts for the International Sale of Goods, Article 74.
9) The following shall constitute events or conditions of
Force Majeure: acts of State or governmental action, or
ders, legislation, regulations, restrictions, priorities or ra
tioning, riots, disturbance, war (declared or undeclared),
strikes, lockouts, slowdowns, prolonged shortage of energy
supplies, interruption of transportation, [inflation beyond the
rate of*], embargo [inability to procure or shortage of supply of
materials, equipment or production facilities], prohibition of
import or export of goods covered by this Agreement, epi
demics, fire, flood, hurricane, typhoon, earthquake, light
ning and explosion.
10) Upon giving written notice to the other Party, a Party
affected by an event of Force Majeure shall be released with
out any liability on its part from the performance of its obli
gations under this Agreement, except for the obligation to
pay any amounts due and owing hereunder, but only to the
extent and only for the period that its performance of such
obligations is prevented by the event of Force Majeure.
11) Either Party hereto may terminate this Agreement at
any time by giving notice in writing to the other Party, which
notice shall be effective upon dispatch, should the other Party
file a petition of any type as to its bankruptcy, be declared
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bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or otherwise lose legal control of its business, or should the other Party or a substantial part of its business come under the control of a third party.
