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Terms & Conditions
1. Terms and definitions used in the Contract:
"Application" shall mean the Buyer's application to the Supplier for the supply of Goods under the Contract, which meets the requirements of the Contract, on the basis of which the relevant Annexes to the Contract for the supply of Goods are drawn up;
"Consignee" means the person specified by the Buyer in the Order and for whose actions the Buyer is independently responsible.
"Batch of Goods" shall mean the quantity of Goods of the same name and quality specified in the
Appendix to the Contract. In case of deliveries by road, the concepts of "road transport", "consignor (sender)" are defined in the same way as they are defined by federal laws, regulatory legal acts governing the activities of road transport.
2. Subject-matter of the Contract
2.1. The Supplier undertakes to deliver, and the Buyer accepts and pays for the Goods (hereinafter referred to as the "Goods").
2.2. The Supplier guarantees that the Goods under the Contract are delivered free from any rights and claims of third parties.
2.3. This Contract is a framework contract, it defines the general terms of the obligations of the Parties, which are specified and specified by the Parties in the Appendices to this Contract.
2.4. The Parties confirm that, by entering into this Contract, they pursue business goals and will record transactions in tax returns and financial statements in accordance with their economic substance and financial statements, pay taxes established by the current legislation, the obligation to pay which is imposed on them, including value added tax (if the parties to the relevant transactions are VAT payers), and perform other tax obligations.
2.5. The Parties have agreed that when determining the terms of delivery of the Goods, they are guided by the rules and standards of Incoterms 2020 subject to the provisions of Sections 4 and 5 of this Contract.
Unless otherwise provided by the relevant Appendix (specification), the Goods are delivered on a Delivered At Point (DAP) basis.
"Application" shall mean the Buyer's application to the Supplier for the supply of Goods under the Contract, which meets the requirements of the Contract, on the basis of which the relevant Annexes to the Contract for the supply of Goods are drawn up;
"Consignee" means the person specified by the Buyer in the Order and for whose actions the Buyer is independently responsible.
"Batch of Goods" shall mean the quantity of Goods of the same name and quality specified in the
Appendix to the Contract. In case of deliveries by road, the concepts of "road transport", "consignor (sender)" are defined in the same way as they are defined by federal laws, regulatory legal acts governing the activities of road transport.
2. Subject-matter of the Contract
2.1. The Supplier undertakes to deliver, and the Buyer accepts and pays for the Goods (hereinafter referred to as the "Goods").
2.2. The Supplier guarantees that the Goods under the Contract are delivered free from any rights and claims of third parties.
2.3. This Contract is a framework contract, it defines the general terms of the obligations of the Parties, which are specified and specified by the Parties in the Appendices to this Contract.
2.4. The Parties confirm that, by entering into this Contract, they pursue business goals and will record transactions in tax returns and financial statements in accordance with their economic substance and financial statements, pay taxes established by the current legislation, the obligation to pay which is imposed on them, including value added tax (if the parties to the relevant transactions are VAT payers), and perform other tax obligations.
2.5. The Parties have agreed that when determining the terms of delivery of the Goods, they are guided by the rules and standards of Incoterms 2020 subject to the provisions of Sections 4 and 5 of this Contract.
Unless otherwise provided by the relevant Appendix (specification), the Goods are delivered on a Delivered At Point (DAP) basis.
3. Quality, quantity and price of the Goods
3.1. The name (assortment) of the Goods, completeness, quantity, delivery time, quality, price, payment procedure for the Goods, delivery methods (place of transfer), addresses and cargo details of the consignor and consignee shall be determined in the Appendices (specifications) to this Contract.
3.2. The quality of the Goods shall comply with state standards (GOST), technical specifications and/or other regulatory and technical documentation establishing the requirements for the quality of the Goods and attached to the batch of the Goods supplied.
3.3. The price of the delivered Goods shall be determined for each batch of the Goods and shall be specified in the relevant Appendix to the Contract.
3.4. The Buyer shall accept and pay for a quantity of Goods that is less than that specified in the Appendix when it is related to the full load of the vehicle or calibration of the vehicle.
4. Delivery Basis
4.1. "Ex works" (EXW) - the Supplier undertakes to transfer the Goods on the terms of self-pickup (sampling) of the Goods by road, sea and other modes of transport of the Buyer (carrier, consignee) from the place of storage of the Goods (warehouse) agreed by the Parties in the Appendix.
4.1.1. Delivery/export of the Goods shall be carried out within the period specified in the relevant Appendix to the Contract. The Goods must be shipped in packaging that ensures the safety of the transported Goods during transportation and storage.
4.1.2. Ownership of the Goods, the risk of accidental destruction, loss, shortage, shall be transferred from the Supplier to the Buyer at the time of transfer of the Goods to the Buyer at the Supplier's warehouse or other points of loading of the Goods, which shall be certified by the signing by the Parties of the consignment note or transportation waybill / international waybill when placing the Goods in the Buyer's (Carrier's, consignee's) vehicle. Unless otherwise provided by the Delivery Addendum, the Goods shall be loaded into the Buyer's vehicle by and at the expense of the Supplier.
4.1.3. The date of delivery of the Goods and the date (moment) of the Supplier's fulfillment of obligations to deliver the Goods shall be the date of transfer of the Goods to the Buyer at the Supplier's warehouse or other points of loading of the Goods, which shall be certified by the signing by the Parties of the consignment note, consignment note / bill of lading / international waybill signed by the authorized representatives of the Parties.
4.1.4. The place of fulfillment of obligations for the supply of the Goods (place of delivery) shall be the Supplier's warehouses or the points of loading of the Goods agreed upon by the Parties in the Appendix.
4.1.5. Acceptance of the Goods in quantity shall be carried out by the Buyer (Buyer's consignee) at the Supplier's warehouse or other point of loading of the Goods.
4.1.6. Starting from the moment of delivery of the Goods, further transportation of the Goods shall be carried out by the Buyer independently and at his own expense.
4.1.7. Simultaneously with the transfer of the Goods, the Supplier shall hand over to the Buyer (consignee) the documents related to the Goods provided by the law, other legal acts or the Contract. A specific list of documents shall be agreed upon by the Parties in the Annexes to this Contract.
4.2. "Delivered at Point, DAP" - the Supplier undertakes to deliver the Goods to the warehouse of the Buyer or another person specified by the Buyer (the consignee), and the Buyer (a person specified by the Buyer) undertakes to accept the Goods.
4.2.1. The title to the Goods, as well as the risk of loss or damage to the Goods, shall be transferred from the Supplier to the Buyer from the moment the Goods are received by the Buyer or the consignee and the signing of the consignment note, bill of lading or international waybill (or another similar document).
4.2.2. The obligation to unload the vehicle is imposed on the Buyer, unless otherwise provided by the Appendix to the Contract. The period of stay of the Supplier's vehicle (or a third party engaged by the Supplier) at the Buyer's warehouse or other loading point shall not exceed three (3) hours. The specified period shall be calculated from the date of arrival of the Supplier's vehicle (or a third party engaged by the Supplier) at the Buyer's warehouse or other loading point until the date of departure of the vehicle from the Buyer's warehouse or other loading point, which shall be noted in the waybill (or in another similar document).
4.2.3. The Buyer shall pay the Supplier a penalty in the amount of the penalties presented by the Supplier's counterparties to the Supplier for the demurrage of the Buyer's (consignee's) vehicle during unloading due to circumstances for which the Buyer is responsible.
4.2.4. All costs of import customs clearance of the Goods, payment of duties, fees, taxes, including, but not limited to, VAT, shall be borne by the Buyer and paid by him independently.
4.3. "Delivered Duty Paid" (DDP) - the Supplier undertakes to deliver the Goods to the warehouse of the Buyer or another person specified by the Buyer (the consignee), and the Buyer undertakes to accept the Goods, while all costs of import customs clearance of the Goods, payment of duties, fees, taxes, including, but not limited to, VAT, are paid by the Supplier at the expense of the Buyer. These costs are included in the price of the Goods or compensated by the Buyer separately on the basis of the invoice issued.
5. General Conditions of Delivery of the Goods
5.1. Terms of delivery, place(s) of departure/delivery, additional terms of delivery, and method of transportation shall be specified in the relevant Appendix to the Contract.
5.2. Pickup.
5.2.1. The Goods shall be delivered by road, sea and other modes of transport of the Buyer (carrier, consignee) by selecting the Goods from the warehouse of the Supplier or another person specified by him.
5.2.2. Not later than three (3) business days prior to the expected date of sampling, the Buyer shall submit an Application to the Supplier.
5.2.3. In case of loss of the Goods from the vehicle during loading due to a technical malfunction or unsuitability of the vehicle, the Buyer shall bear all related risks. In this case, the quantity of loaded and lost Goods shall not be excluded from the invoice and shall be paid by the Buyer in the manner provided by the terms of this Contract and the relevant Appendices.
5.2.4. In case of damage by the Buyer's representatives (drivers) of the equipment at the loading points, the Buyer shall reimburse the Supplier for losses in the form of the cost of the damaged equipment and works on its restoration. The cost of equipment and works on its restoration shall be determined on the basis of calculations submitted by the consignor and/or the Supplier and other supporting documents. When the Goods are shipped by the Buyer's vehicles, its consignee and/or a person engaged by it for the transportation of the Goods, these persons shall comply with the requirements of the access and intra-facility regimes in force on the territory of the Consignor. Upon entering the said territory, it is presumed that the employee of the Buyer, its consignee and/or the person engaged by him has familiarized himself with the specified mandatory requirements and rules, and in addition, has expressed his consent to comply with them.
5.2.5. The Buyer ensures compliance with the current legislation in the field of cargo transportation and is independently responsible in case of violation of rules and regulations.
5.2.6. The Buyer undertakes to ensure compliance with the rules and regulations for the carriage of goods, including the requirements for the permissible weight of the vehicle and/or the permissible load on the axle of the vehicle established by the requirements of the legislation, and to ensure the supply of the relevant vehicle, when loading into which the quantity of the Goods previously agreed by the parties in the application and specified in the power of attorney for receipt does not exceed the maximum permissible weight of the vehicle and/or the permissible axle load of the vehicle, or the weight of the vehicle and/or the axle load of the vehicle specified in the special permit, or the permissible dimensions of the vehicle, or the dimensions specified in the special permit for the transportation of oversized and/or heavy cargo. The Buyer is fully responsible to the Supplier for the actions of the recipient when accepting the Goods. The Buyer shall be liable and shall fully reimburse the Supplier and third parties for property losses and losses associated with violation of the requirements when accepting the Goods. In the event that the Supplier is held liable due to violation of the rules and regulations in the field of transportation by the Buyer, the Buyer shall reimburse all documented expenses of the Supplier within five (5) business days from the date of the Supplier's claim.
5.3. Delivery on the terms "Delivery by road, sea and other modes of transport".
5.3.1. The Supplier shall transfer the Goods to the Buyer within the agreed time, and delivery is possible both in full volume and in batches. Upon delivery of the Goods, the Supplier shall hand over the Goods to the Buyer according to the quantity specified in the consignment notes. Simultaneously with the transfer of the Goods, the Supplier shall hand over to the Buyer (consignee) the documents related to the Goods provided by the law, other legal acts or the Contract. The specific list of documents shall be agreed upon by the Parties in the Annexes.
6. Acceptance of the Goods in terms of quality and quantity
6.1. Upon receipt of the Goods from the carrier or from the Supplier (in case of self-pickup), the Buyer (consignee) shall check the compliance of the Goods with the data specified in the Transport Document by the number of packages, for compliance with the assortment, as well as for the presence/absence of external damage to the packaging of the Goods. The quantity of the Goods received upon acceptance shall be determined in the same units of measurement that are specified in the accompanying documents.
If the number of packaging units corresponds to the data specified in the Transport Documents, as well as the absence of external damage to the packaging of the Goods, the Buyer shall sign the Transport Documents.
In all cases when, upon acceptance of the cargo from the carrier, damage or deterioration of the cargo is established, discrepancy between the name and weight of the cargo or the number of packaged units with the data specified in the transport document, as well as in all other cases when it is provided by the rules in force in transport, the Buyer is obliged to require the carrier/driver to draw up a commercial act (a note on the consignment note or drawing up an act – when delivering the cargo by road, by sea and other modes of transport).
6.1.1. The Buyer is notified of the possible deviation of the print in color and joining. Due to the technological features of the production of textile products, it is allowed to deviate the actual print (pattern, color, joining) on the surface of the furniture from the visualizations presented to the Buyer, up to 15% (fifteen percent) in color and up to 15% (fifteen percent) in the accuracy of the alignment of the elements of the pattern.
6.2. Acceptance of the Goods in terms of quantity, quality, assortment and completeness shall be carried out by the Buyer in accordance with the data specified in the Transport Documents for the received Goods.
6.2.1. Acceptance for compliance of the Goods in terms of the number of packages, as well as for the presence/absence of external damage to the packaging of the Goods shall be carried out by the Buyer within the following periods:
6.3. Measurement of the quality characteristics of the Goods, sampling and other related actions must be carried out in accordance with the procedure established by the relevant GOST or another legal act.
6.4. All measurements of the quantitative characteristics of the Goods shall be carried out by measuring instruments, timely verified in accordance with the established procedure by authorized bodies.
6.5. In the event that the shortage of the Goods or the non-compliance of their quality with the terms and conditions of this Contract are established in the presence of circumstances for which the Supplier (shipper) is solely liable, the Parties have agreed on the following procedure for resolving disputes in connection with these circumstances:
6.5.1. In case of detection during the period specified in clause 6.2.1. and clause 6.2.2. of the Contract, goods of inadequate quality and/or shortage, the Buyer shall notify the Supplier within 2 (two) business days from the date of detection of defective or missing Goods, attaching recordings of photo and video recording of the identified defects.
6.5.2. A claim for non-compliance in the quantity/quality of the Goods with the attachment of documents confirming these circumstances shall be sent by the Buyer to the Supplier within 5 (five) business days from the date of detection and fixation of the non-conformity of the Goods.
6.5.3. In case of disagreement of the Supplier with the results of the examination of the Goods by the Buyer, the Parties shall conduct a final analysis of the quality of the Goods in an accredited laboratory mutually agreed upon by the Parties. The Parties undertake to agree on the place of the final analysis within 10 (ten) calendar days from the date of the Supplier's request for the final analysis. The results of this analysis will be binding on both Parties and the quality of the Goods will be considered to be consistent with the final analysis.
6.5.4. In case the Supplier acknowledges non-compliance of the Goods in quality and/or completeness with the requirements of this Contract, the Buyer shall pay for the actually accepted quantity of the Goods, the quality and/or completeness of which at the time of receipt corresponds to the Contract.
6.5.5. Replacement of the Goods of inadequate quality with Goods of proper quality or elimination of defects of the Goods and/or additional delivery of the Goods shall be made by the Supplier on the basis of a claim recognized by the Supplier and (if any) an act of an independent accredited expert, within 30 (thirty) calendar days from the date of recognition of the claim by the Supplier (date of the act of an independent expert), and at the expense of the Supplier.
6.5.6. The Buyer has the right to demand reimbursement of the cost of defective Goods paid by him to the Supplier. In this case, the Supplier shall, within thirty (30) calendar days from the date of recognition of the claim (the date of drawing up the act of an independent accredited expert), on its own or with the involvement of third parties and at its own expense, remove the above Goods from the Buyer's (consignee's) warehouse and return to him the money paid for such Goods.
6.5.7. In case of non-compliance by the Buyer with the terms of acceptance of the Goods specified in clause 6.2.1. and clause 6.2.2. of the Contract, the terms for detecting and fixing the defects of the Goods specified in clause 6.5. of the Contract, the terms for filing a claim specified in clause 6.5.2. of the Contract, the Buyer loses the right to file a claim against the Supplier. A claim received by the Supplier in violation of the terms specified in this clause by the Supplier shall not be subject to consideration by the Supplier.
7. Payment procedure
7.1. The price of the Goods supplied under this Contract shall be agreed by the Parties in the Appendices. If the price is formed by the Parties in the Appendix without taking into account transportation costs, then they are subject to reimbursement by the Buyer in excess of the agreed price within the terms specified for payment for the Goods in the Appendix. In this case, the Buyer shall reimburse the Supplier for transportation costs and other expenses in accordance with the transport tariffs and charges established by the carrier's price lists effective on the date of shipment.
7.2. The term and procedure for payment for the Goods shall be established by the Parties in the Appendices to the Contract. The price of the Goods agreed by the Parties in the Appendix to this Contract is fixed and is not subject to unilateral change.
7.2.1. The Supplier shall be obliged to deliver the Goods after making an advance payment in the amount of at least 80% of the cost of the Goods or after the Buyer has made 100% of the cost of the Goods as an advance payment at the Supplier's choice, unless provided by the Appendix (specification).
7.2.2. If the Buyer has violated the payment deadline for the Goods for more than 3 (three) days, the Supplier shall have the right to unilaterally revise the price of the Goods.
7.3. The Buyer shall pay for the Goods in accordance with the terms of the Appendix to the Contract on the basis of the Supplier's invoice to the Supplier's settlement account specified in the invoice.
7.4. The date of payment shall be the date of receipt of funds to the settlement account of the Supplier's bank specified in the invoice for payment.
7.5. The Buyer undertakes to compensate the Supplier for the costs actually incurred by him related to the re-issuance of transport documents if this happened for reasons depending on the actions or inaction of the Buyer.
7.6. In case of payment of amounts due to the Supplier under the Contract by third parties, payment documents from third parties shall contain in the purpose of payment a reference to the number and date of this Contract, as well as the relevant Appendix, invoices thereto and a link to payment for the Buyer. In this case, the Buyer is obliged to confirm in writing that the payment is made by a third party for the Buyer and attach a document justifying such payment (if any). In the absence of the specified information in the purpose of payment, the Supplier shall have the right not to take into account the funds received from the Buyer as payment, and the Supplier shall not be liable for violation of the delivery deadline until the date of proper performance of the delivery obligation, as well as responsibility for the use and retention of such funds on its account.
7.7. In the payment order, the Buyer shall indicate the purpose of payment, the number of this Contract, its annexes, the number of the invoice for payment, if the specified invoice has been issued to the Buyer. When paying the Supplier's claims, the Buyer shall indicate the number and date of the Supplier's claim in the payment order. Otherwise, as well as in case of incorrect indication of the purpose of payment, the Buyer's funds shall not be accepted for offset until the receipt of a letter on the correction of the payment document, and the Supplier shall not be liable for violation of the delivery terms during the specified period.
7.8. Prepayment/advance, as well as funds to be returned by the Supplier or offset against future deliveries, shall not be considered by the Parties as granting a commercial credit to the Supplier and interest on these funds shall not be accrued or paid. Article 317.1. The Civil Code of the Russian Federation does not apply to the Supplier.
7.9. Upon receipt of a written request from the Supplier for compensation of losses and/or expenses of the Supplier related to the performance of this Contract, the Buyer shall comply with the procedure for mutual settlements specified in the relevant written request of the Supplier if the procedure for mutual settlements for these losses and/or expenses is not provided by the Contract.
7.10. Unspent advance payment for transactions under which delivery has been completed, as well as funds to be returned to the Buyer under the Contract, shall be refunded within 5 (five) business days from the date of receipt by the Supplier of the relevant request of the Buyer, provided that the following conditions are met: there are no debts of the Buyer to the Supplier for the Supplier's claims and other types of settlements, the Buyer has provided original copies of documents to the Supplier, duly executed, and the Buyer's written request is drawn up in the original on a letterhead, signed by the manager and certified by a seal (if any) indicating payment details. The return by the Supplier of the unspent advance payment to the Buyer shall also be an agreement of the Parties to amend this Contract in relation to the quantity of the Goods for which the advance payment is refunded.
7.11. Until the Supplier receives the original request for a refund and fulfills the above requirements, the amounts excessively transferred by the Buyer and the funds to be returned to the Buyer in accordance with the terms of the Contract shall be credited by the Supplier to pay for future deliveries of the Goods and costs associated with delivery.
7.12. The Supplier shall have the right to unilaterally direct the existing advance payments of the Buyer to repay the debt for payment for the previously delivered Goods, as well as transportation costs, including to apply the provisions of the legislation on set-off of counterclaims of the same kind.
7.13. If the Buyer is indebted for the delivered Goods, the Supplier shall be entitled to suspend the supply of the Goods under the Contract until the debt is repaid. In this case, the Supplier shall not reimburse the Buyer for its expenses and losses.
8. Liability of the Parties and Claims
8.1. In case of non-payment or late payment of any amounts under the Contract, the Supplier may demand a penalty from the Buyer in the amount of 1% of the unpaid or untimely paid amount for each day of delay until the date of payment under the Contract in the required amount. In case of late payment for the delivered Goods, the penalty shall be charged for each part of the batch of the delivered but not paid for in due time.
8.2. In case of violation of the terms of delivery of the Goods, the Supplier, at the request of the Buyer, shall pay to the latter a penalty in the amount of 0.1% of the value of the Goods not delivered in due time for each day of delay.
8.3. In case of unjustified refusal or evasion of the Buyer's delivery/acceptance of the Goods agreed by the Parties for delivery in whole or in part by committing illegal actions or inactions, including, but not limited to, actions committed in writing, or failure to fulfill the obligation to receive the Goods for a period of more than 30 (thirty) days, the Buyer shall pay the Supplier a penalty in the amount of 20% (twenty percent) of the value of the Goods, the delivery of which the Buyer refused or evaded. The Supplier shall be entitled to withhold the amount of the penalty from the funds received by the Supplier as payment for the Goods and/or transportation costs.
8.4. In case of delay in advance payment for the Goods by the Buyer in the full amount provided by the Appendix for more than 10 (ten) days from the agreed period, the Supplier shall have the right to unilaterally and extrajudicially refuse to supply the Goods under the relevant Appendix without paying a penalty for non-delivery or underdelivery and without compensation for losses to the Buyer, as well as to unilaterally terminate the relevant Appendix out of court without compensation for damages for which there is a delay in payment, and/or the Contract. The obligations of the Parties shall be terminated from the moment the Supplier sends the relevant notice to the Buyer, except for obligations on mutual settlements.
8.5. In case of non-fulfillment or improper fulfillment of obligations under the Contract, the Parties shall reimburse each other for the losses caused by this, in the part not covered by the penalty, in accordance with the current legislation of the Russian Federation.
8.6. Penalties (penalties, fines, interest) and/or amounts of compensation for losses are considered to be presented from the moment the Party sends the relevant written demands (claims) to the other Party.
8.7. Penalties established in this Article of the Contract, as well as other types of liability provided by the Contract, shall be applied only on the basis of a written request (claim) submitted by one Party to the other Party.
8.8. The Supplier shall not be liable for the performance (proper performance) of the obligation in the following cases: accidents, unscheduled repairs at the manufacturer of the Goods, technological failures in operation, and violations of the technological process of production of the Goods at the manufacturing plant.
9. Dispute Resolution
9.1. In the event of disputes during the execution of this Contract or in connection with it, the Parties undertake to seek to resolve the dispute through negotiations.
9.2. In the event that the dispute cannot be resolved through negotiations, a pre-trial dispute settlement procedure is mandatory under the Contract. The term for consideration of the claim is 10 calendar days from the date of receipt.
9.3. If it is impossible to resolve the dispute through pre-trial negotiations and the claim procedure, the dispute shall be considered in court at the location of the Supplier.
9.4. The law (legislation) of the Kyrgyz Republic shall apply to all relations of the Parties under this Contract.
11. Force Majeure Circumstances
11.1. The Parties shall not be liable for non-performance of any of their obligations, except for the obligation to pay for the delivered Goods, if they prove that such non-performance was caused by force majeure circumstances and if these circumstances directly affected the performance of this Contract. Force majeure circumstances must be confirmed by the conclusion of the competent state authority. Force majeure circumstances include, but are not limited to: emergency situations, military actions, civil unrest, blockades, strikes, epidemics, fires, floods, earthquakes, other natural disasters, explosions, accidents at the manufacturing plant, suspension of production of the Goods supplied under the Contract, prohibitions of transport organizations for the transportation or acceptance of goods, transport accidents, other prohibitions of transport organizations restricting the supply of the Goods, and decisions of authorized state and interstate bodies and organizations. The lack of necessary funds, violation of obligations by the debtor's counterparties, changes in market conditions, lack of goods on the market necessary for the proper performance of this Contract, and other similar circumstances do not apply to force majeure.
11.2. The time required by the Parties to fulfill their obligations under the Contract will be extended for any period for which the performance is postponed due to the above circumstances.
11.3. In the event that the duration of force majeure circumstances exceeds 30 (thirty) calendar days, this Contract (Appendix hereto) may be terminated at the written request of either Party.
12. Final Provisions
12.1. The terms of this Contract shall apply to each individual Appendix signed by the Parties and containing all the necessary essential terms of the Supply Contract. In case of discrepancies between the terms of the Supply Contract and the Annexes, the terms and conditions agreed in the Appendix shall prevail. Each subsequent Appendix does not cancel or suspend the previous Appendix in whole or in part, unless otherwise specified in it.
12.2. If any of the clauses of the Contract or part thereof is invalid due to any state act that has entered into force, it will be considered absent from this Contract, while all other clauses will remain in force.
12.3. After signing this Contract, all previous negotiations and correspondence shall become invalid.
12.5. The Parties have agreed that facsimile reproduction or electronic reproduction (scanned copy) of this Contract, documents sent by e-mail, additions and amendments thereto, as well as signatures and seals of the Parties thereto, correspondence and documents sent by the Parties for the purpose of execution of the Contract, shall have full legal force with the subsequent submission of the originals of these documents by the initiating Party to the other Party within 5 (five) calendar days from the date of their signing. An e-mail sent using a different e-mail address is not subject to consideration. Documents transmitted by fax or email shall be legally binding, provided they are sent from addresses attributable to the Party under this Contract (if there is a corresponding mark of the receiving fax machine or data that allows establishing that the document comes from an e-mail address belonging to the Party to the Contract). Annexes to the Contract and other documents may be transmitted by mail, telefax, telex, or teletype, unless otherwise provided by this Contract and Appendices hereto. Documents sent by the Supplier to the Buyer shall be deemed received by the Buyer on the 7th calendar day from the date of sending the document. The risk of distortion of information during its transmission is borne by the Party sending the relevant information. If the Party fails to send the signed and executed documents received from the other Party, as well as if the objections to such documents are not sent within the time limits established in the Contract, and in cases where the deadline is not set – within 30 days from the date of sending the document, such documents are considered accepted and signed by the recipient Party.
12.6. The Parties hereby assure each other that they have all the necessary means, opportunities, and powers to conclude and execute this Contract and to fulfill their obligations under this Contract; that the Contract has been duly authorized, approved by the governing bodies of the Parties (if necessary), and concluded by the Parties; that the Contract is a legally valid and enforceable obligation of the Parties, which can be enforced against the Party that has not fulfilled the obligation in accordance with the terms of this Contract; that the performance of this Contract by the Parties, as well as any other actions under this Contract, does not and will not be in conflict or contradiction with any provision of the constituent documents of the Parties or the legislation of the Russian Federation, as well as the obligations of the Parties under any other Contract or agreement; and that the Parties have no debts on taxes and fees, pay all taxes and fees in accordance with the current legislation of the Russian Federation, and timely submit tax, statistical, and other reports to the tax and other state authorities.
12.7. The Buyer hereby warrants and assures the Supplier that it complies with the requirements of Federal Law No. 115-FZ of 07.08.2001 (as amended on 23.04.2018) "On Countering the Legalization (Laundering) of Proceeds from Crime and the Financing of Terrorism." In addition, the Buyer represents and warrants that it is solvent and capable of properly fulfilling its obligations under this Contract, that no bankruptcy proceedings have been initiated against it, including procedures for supervision, financial recovery, external administration, or bankruptcy proceedings, and that there is no information indicating that the Buyer's creditor has filed, or intends to file, for bankruptcy.
12.8. This Contract shall be signed on each page by the Supplier's responsible officer and signed by an authorized person on the last page. This Contract is not a contract of adhesion. The Parties acknowledge that they were free to determine the terms when entering into this Contract.
13. Term of the Contract
13.1. This Contract shall enter into force from the moment of its signing by both Parties and shall be valid for 1 (one) calendar year, and in terms of unfulfilled obligations – until their full fulfillment.
13.2. If neither Party notifies the other Party in writing of its termination 10 (ten) calendar days before the expiration of this Contract, this Contract shall be considered extended for each subsequent calendar year. The number of prolongations of this Contract is not limited.
3.1. The name (assortment) of the Goods, completeness, quantity, delivery time, quality, price, payment procedure for the Goods, delivery methods (place of transfer), addresses and cargo details of the consignor and consignee shall be determined in the Appendices (specifications) to this Contract.
3.2. The quality of the Goods shall comply with state standards (GOST), technical specifications and/or other regulatory and technical documentation establishing the requirements for the quality of the Goods and attached to the batch of the Goods supplied.
3.3. The price of the delivered Goods shall be determined for each batch of the Goods and shall be specified in the relevant Appendix to the Contract.
3.4. The Buyer shall accept and pay for a quantity of Goods that is less than that specified in the Appendix when it is related to the full load of the vehicle or calibration of the vehicle.
4. Delivery Basis
4.1. "Ex works" (EXW) - the Supplier undertakes to transfer the Goods on the terms of self-pickup (sampling) of the Goods by road, sea and other modes of transport of the Buyer (carrier, consignee) from the place of storage of the Goods (warehouse) agreed by the Parties in the Appendix.
4.1.1. Delivery/export of the Goods shall be carried out within the period specified in the relevant Appendix to the Contract. The Goods must be shipped in packaging that ensures the safety of the transported Goods during transportation and storage.
4.1.2. Ownership of the Goods, the risk of accidental destruction, loss, shortage, shall be transferred from the Supplier to the Buyer at the time of transfer of the Goods to the Buyer at the Supplier's warehouse or other points of loading of the Goods, which shall be certified by the signing by the Parties of the consignment note or transportation waybill / international waybill when placing the Goods in the Buyer's (Carrier's, consignee's) vehicle. Unless otherwise provided by the Delivery Addendum, the Goods shall be loaded into the Buyer's vehicle by and at the expense of the Supplier.
4.1.3. The date of delivery of the Goods and the date (moment) of the Supplier's fulfillment of obligations to deliver the Goods shall be the date of transfer of the Goods to the Buyer at the Supplier's warehouse or other points of loading of the Goods, which shall be certified by the signing by the Parties of the consignment note, consignment note / bill of lading / international waybill signed by the authorized representatives of the Parties.
4.1.4. The place of fulfillment of obligations for the supply of the Goods (place of delivery) shall be the Supplier's warehouses or the points of loading of the Goods agreed upon by the Parties in the Appendix.
4.1.5. Acceptance of the Goods in quantity shall be carried out by the Buyer (Buyer's consignee) at the Supplier's warehouse or other point of loading of the Goods.
4.1.6. Starting from the moment of delivery of the Goods, further transportation of the Goods shall be carried out by the Buyer independently and at his own expense.
4.1.7. Simultaneously with the transfer of the Goods, the Supplier shall hand over to the Buyer (consignee) the documents related to the Goods provided by the law, other legal acts or the Contract. A specific list of documents shall be agreed upon by the Parties in the Annexes to this Contract.
4.2. "Delivered at Point, DAP" - the Supplier undertakes to deliver the Goods to the warehouse of the Buyer or another person specified by the Buyer (the consignee), and the Buyer (a person specified by the Buyer) undertakes to accept the Goods.
4.2.1. The title to the Goods, as well as the risk of loss or damage to the Goods, shall be transferred from the Supplier to the Buyer from the moment the Goods are received by the Buyer or the consignee and the signing of the consignment note, bill of lading or international waybill (or another similar document).
4.2.2. The obligation to unload the vehicle is imposed on the Buyer, unless otherwise provided by the Appendix to the Contract. The period of stay of the Supplier's vehicle (or a third party engaged by the Supplier) at the Buyer's warehouse or other loading point shall not exceed three (3) hours. The specified period shall be calculated from the date of arrival of the Supplier's vehicle (or a third party engaged by the Supplier) at the Buyer's warehouse or other loading point until the date of departure of the vehicle from the Buyer's warehouse or other loading point, which shall be noted in the waybill (or in another similar document).
4.2.3. The Buyer shall pay the Supplier a penalty in the amount of the penalties presented by the Supplier's counterparties to the Supplier for the demurrage of the Buyer's (consignee's) vehicle during unloading due to circumstances for which the Buyer is responsible.
4.2.4. All costs of import customs clearance of the Goods, payment of duties, fees, taxes, including, but not limited to, VAT, shall be borne by the Buyer and paid by him independently.
4.3. "Delivered Duty Paid" (DDP) - the Supplier undertakes to deliver the Goods to the warehouse of the Buyer or another person specified by the Buyer (the consignee), and the Buyer undertakes to accept the Goods, while all costs of import customs clearance of the Goods, payment of duties, fees, taxes, including, but not limited to, VAT, are paid by the Supplier at the expense of the Buyer. These costs are included in the price of the Goods or compensated by the Buyer separately on the basis of the invoice issued.
5. General Conditions of Delivery of the Goods
5.1. Terms of delivery, place(s) of departure/delivery, additional terms of delivery, and method of transportation shall be specified in the relevant Appendix to the Contract.
5.2. Pickup.
5.2.1. The Goods shall be delivered by road, sea and other modes of transport of the Buyer (carrier, consignee) by selecting the Goods from the warehouse of the Supplier or another person specified by him.
5.2.2. Not later than three (3) business days prior to the expected date of sampling, the Buyer shall submit an Application to the Supplier.
5.2.3. In case of loss of the Goods from the vehicle during loading due to a technical malfunction or unsuitability of the vehicle, the Buyer shall bear all related risks. In this case, the quantity of loaded and lost Goods shall not be excluded from the invoice and shall be paid by the Buyer in the manner provided by the terms of this Contract and the relevant Appendices.
5.2.4. In case of damage by the Buyer's representatives (drivers) of the equipment at the loading points, the Buyer shall reimburse the Supplier for losses in the form of the cost of the damaged equipment and works on its restoration. The cost of equipment and works on its restoration shall be determined on the basis of calculations submitted by the consignor and/or the Supplier and other supporting documents. When the Goods are shipped by the Buyer's vehicles, its consignee and/or a person engaged by it for the transportation of the Goods, these persons shall comply with the requirements of the access and intra-facility regimes in force on the territory of the Consignor. Upon entering the said territory, it is presumed that the employee of the Buyer, its consignee and/or the person engaged by him has familiarized himself with the specified mandatory requirements and rules, and in addition, has expressed his consent to comply with them.
5.2.5. The Buyer ensures compliance with the current legislation in the field of cargo transportation and is independently responsible in case of violation of rules and regulations.
5.2.6. The Buyer undertakes to ensure compliance with the rules and regulations for the carriage of goods, including the requirements for the permissible weight of the vehicle and/or the permissible load on the axle of the vehicle established by the requirements of the legislation, and to ensure the supply of the relevant vehicle, when loading into which the quantity of the Goods previously agreed by the parties in the application and specified in the power of attorney for receipt does not exceed the maximum permissible weight of the vehicle and/or the permissible axle load of the vehicle, or the weight of the vehicle and/or the axle load of the vehicle specified in the special permit, or the permissible dimensions of the vehicle, or the dimensions specified in the special permit for the transportation of oversized and/or heavy cargo. The Buyer is fully responsible to the Supplier for the actions of the recipient when accepting the Goods. The Buyer shall be liable and shall fully reimburse the Supplier and third parties for property losses and losses associated with violation of the requirements when accepting the Goods. In the event that the Supplier is held liable due to violation of the rules and regulations in the field of transportation by the Buyer, the Buyer shall reimburse all documented expenses of the Supplier within five (5) business days from the date of the Supplier's claim.
5.3. Delivery on the terms "Delivery by road, sea and other modes of transport".
5.3.1. The Supplier shall transfer the Goods to the Buyer within the agreed time, and delivery is possible both in full volume and in batches. Upon delivery of the Goods, the Supplier shall hand over the Goods to the Buyer according to the quantity specified in the consignment notes. Simultaneously with the transfer of the Goods, the Supplier shall hand over to the Buyer (consignee) the documents related to the Goods provided by the law, other legal acts or the Contract. The specific list of documents shall be agreed upon by the Parties in the Annexes.
6. Acceptance of the Goods in terms of quality and quantity
6.1. Upon receipt of the Goods from the carrier or from the Supplier (in case of self-pickup), the Buyer (consignee) shall check the compliance of the Goods with the data specified in the Transport Document by the number of packages, for compliance with the assortment, as well as for the presence/absence of external damage to the packaging of the Goods. The quantity of the Goods received upon acceptance shall be determined in the same units of measurement that are specified in the accompanying documents.
If the number of packaging units corresponds to the data specified in the Transport Documents, as well as the absence of external damage to the packaging of the Goods, the Buyer shall sign the Transport Documents.
In all cases when, upon acceptance of the cargo from the carrier, damage or deterioration of the cargo is established, discrepancy between the name and weight of the cargo or the number of packaged units with the data specified in the transport document, as well as in all other cases when it is provided by the rules in force in transport, the Buyer is obliged to require the carrier/driver to draw up a commercial act (a note on the consignment note or drawing up an act – when delivering the cargo by road, by sea and other modes of transport).
6.1.1. The Buyer is notified of the possible deviation of the print in color and joining. Due to the technological features of the production of textile products, it is allowed to deviate the actual print (pattern, color, joining) on the surface of the furniture from the visualizations presented to the Buyer, up to 15% (fifteen percent) in color and up to 15% (fifteen percent) in the accuracy of the alignment of the elements of the pattern.
6.2. Acceptance of the Goods in terms of quantity, quality, assortment and completeness shall be carried out by the Buyer in accordance with the data specified in the Transport Documents for the received Goods.
6.2.1. Acceptance for compliance of the Goods in terms of the number of packages, as well as for the presence/absence of external damage to the packaging of the Goods shall be carried out by the Buyer within the following periods:
- on the terms of self-pickup of the Goods – on the day of transfer of the Goods by the Buyer (consignee) from the Supplier to the consignor;
- on the terms of delivery of the Goods to the Buyer's (consignee's) warehouse – on the day of arrival and transfer of the Goods to the Buyer (consignee) from the carrier.
6.3. Measurement of the quality characteristics of the Goods, sampling and other related actions must be carried out in accordance with the procedure established by the relevant GOST or another legal act.
6.4. All measurements of the quantitative characteristics of the Goods shall be carried out by measuring instruments, timely verified in accordance with the established procedure by authorized bodies.
6.5. In the event that the shortage of the Goods or the non-compliance of their quality with the terms and conditions of this Contract are established in the presence of circumstances for which the Supplier (shipper) is solely liable, the Parties have agreed on the following procedure for resolving disputes in connection with these circumstances:
6.5.1. In case of detection during the period specified in clause 6.2.1. and clause 6.2.2. of the Contract, goods of inadequate quality and/or shortage, the Buyer shall notify the Supplier within 2 (two) business days from the date of detection of defective or missing Goods, attaching recordings of photo and video recording of the identified defects.
6.5.2. A claim for non-compliance in the quantity/quality of the Goods with the attachment of documents confirming these circumstances shall be sent by the Buyer to the Supplier within 5 (five) business days from the date of detection and fixation of the non-conformity of the Goods.
6.5.3. In case of disagreement of the Supplier with the results of the examination of the Goods by the Buyer, the Parties shall conduct a final analysis of the quality of the Goods in an accredited laboratory mutually agreed upon by the Parties. The Parties undertake to agree on the place of the final analysis within 10 (ten) calendar days from the date of the Supplier's request for the final analysis. The results of this analysis will be binding on both Parties and the quality of the Goods will be considered to be consistent with the final analysis.
6.5.4. In case the Supplier acknowledges non-compliance of the Goods in quality and/or completeness with the requirements of this Contract, the Buyer shall pay for the actually accepted quantity of the Goods, the quality and/or completeness of which at the time of receipt corresponds to the Contract.
6.5.5. Replacement of the Goods of inadequate quality with Goods of proper quality or elimination of defects of the Goods and/or additional delivery of the Goods shall be made by the Supplier on the basis of a claim recognized by the Supplier and (if any) an act of an independent accredited expert, within 30 (thirty) calendar days from the date of recognition of the claim by the Supplier (date of the act of an independent expert), and at the expense of the Supplier.
6.5.6. The Buyer has the right to demand reimbursement of the cost of defective Goods paid by him to the Supplier. In this case, the Supplier shall, within thirty (30) calendar days from the date of recognition of the claim (the date of drawing up the act of an independent accredited expert), on its own or with the involvement of third parties and at its own expense, remove the above Goods from the Buyer's (consignee's) warehouse and return to him the money paid for such Goods.
6.5.7. In case of non-compliance by the Buyer with the terms of acceptance of the Goods specified in clause 6.2.1. and clause 6.2.2. of the Contract, the terms for detecting and fixing the defects of the Goods specified in clause 6.5. of the Contract, the terms for filing a claim specified in clause 6.5.2. of the Contract, the Buyer loses the right to file a claim against the Supplier. A claim received by the Supplier in violation of the terms specified in this clause by the Supplier shall not be subject to consideration by the Supplier.
7. Payment procedure
7.1. The price of the Goods supplied under this Contract shall be agreed by the Parties in the Appendices. If the price is formed by the Parties in the Appendix without taking into account transportation costs, then they are subject to reimbursement by the Buyer in excess of the agreed price within the terms specified for payment for the Goods in the Appendix. In this case, the Buyer shall reimburse the Supplier for transportation costs and other expenses in accordance with the transport tariffs and charges established by the carrier's price lists effective on the date of shipment.
7.2. The term and procedure for payment for the Goods shall be established by the Parties in the Appendices to the Contract. The price of the Goods agreed by the Parties in the Appendix to this Contract is fixed and is not subject to unilateral change.
7.2.1. The Supplier shall be obliged to deliver the Goods after making an advance payment in the amount of at least 80% of the cost of the Goods or after the Buyer has made 100% of the cost of the Goods as an advance payment at the Supplier's choice, unless provided by the Appendix (specification).
7.2.2. If the Buyer has violated the payment deadline for the Goods for more than 3 (three) days, the Supplier shall have the right to unilaterally revise the price of the Goods.
7.3. The Buyer shall pay for the Goods in accordance with the terms of the Appendix to the Contract on the basis of the Supplier's invoice to the Supplier's settlement account specified in the invoice.
7.4. The date of payment shall be the date of receipt of funds to the settlement account of the Supplier's bank specified in the invoice for payment.
7.5. The Buyer undertakes to compensate the Supplier for the costs actually incurred by him related to the re-issuance of transport documents if this happened for reasons depending on the actions or inaction of the Buyer.
7.6. In case of payment of amounts due to the Supplier under the Contract by third parties, payment documents from third parties shall contain in the purpose of payment a reference to the number and date of this Contract, as well as the relevant Appendix, invoices thereto and a link to payment for the Buyer. In this case, the Buyer is obliged to confirm in writing that the payment is made by a third party for the Buyer and attach a document justifying such payment (if any). In the absence of the specified information in the purpose of payment, the Supplier shall have the right not to take into account the funds received from the Buyer as payment, and the Supplier shall not be liable for violation of the delivery deadline until the date of proper performance of the delivery obligation, as well as responsibility for the use and retention of such funds on its account.
7.7. In the payment order, the Buyer shall indicate the purpose of payment, the number of this Contract, its annexes, the number of the invoice for payment, if the specified invoice has been issued to the Buyer. When paying the Supplier's claims, the Buyer shall indicate the number and date of the Supplier's claim in the payment order. Otherwise, as well as in case of incorrect indication of the purpose of payment, the Buyer's funds shall not be accepted for offset until the receipt of a letter on the correction of the payment document, and the Supplier shall not be liable for violation of the delivery terms during the specified period.
7.8. Prepayment/advance, as well as funds to be returned by the Supplier or offset against future deliveries, shall not be considered by the Parties as granting a commercial credit to the Supplier and interest on these funds shall not be accrued or paid. Article 317.1. The Civil Code of the Russian Federation does not apply to the Supplier.
7.9. Upon receipt of a written request from the Supplier for compensation of losses and/or expenses of the Supplier related to the performance of this Contract, the Buyer shall comply with the procedure for mutual settlements specified in the relevant written request of the Supplier if the procedure for mutual settlements for these losses and/or expenses is not provided by the Contract.
7.10. Unspent advance payment for transactions under which delivery has been completed, as well as funds to be returned to the Buyer under the Contract, shall be refunded within 5 (five) business days from the date of receipt by the Supplier of the relevant request of the Buyer, provided that the following conditions are met: there are no debts of the Buyer to the Supplier for the Supplier's claims and other types of settlements, the Buyer has provided original copies of documents to the Supplier, duly executed, and the Buyer's written request is drawn up in the original on a letterhead, signed by the manager and certified by a seal (if any) indicating payment details. The return by the Supplier of the unspent advance payment to the Buyer shall also be an agreement of the Parties to amend this Contract in relation to the quantity of the Goods for which the advance payment is refunded.
7.11. Until the Supplier receives the original request for a refund and fulfills the above requirements, the amounts excessively transferred by the Buyer and the funds to be returned to the Buyer in accordance with the terms of the Contract shall be credited by the Supplier to pay for future deliveries of the Goods and costs associated with delivery.
7.12. The Supplier shall have the right to unilaterally direct the existing advance payments of the Buyer to repay the debt for payment for the previously delivered Goods, as well as transportation costs, including to apply the provisions of the legislation on set-off of counterclaims of the same kind.
7.13. If the Buyer is indebted for the delivered Goods, the Supplier shall be entitled to suspend the supply of the Goods under the Contract until the debt is repaid. In this case, the Supplier shall not reimburse the Buyer for its expenses and losses.
8. Liability of the Parties and Claims
8.1. In case of non-payment or late payment of any amounts under the Contract, the Supplier may demand a penalty from the Buyer in the amount of 1% of the unpaid or untimely paid amount for each day of delay until the date of payment under the Contract in the required amount. In case of late payment for the delivered Goods, the penalty shall be charged for each part of the batch of the delivered but not paid for in due time.
8.2. In case of violation of the terms of delivery of the Goods, the Supplier, at the request of the Buyer, shall pay to the latter a penalty in the amount of 0.1% of the value of the Goods not delivered in due time for each day of delay.
8.3. In case of unjustified refusal or evasion of the Buyer's delivery/acceptance of the Goods agreed by the Parties for delivery in whole or in part by committing illegal actions or inactions, including, but not limited to, actions committed in writing, or failure to fulfill the obligation to receive the Goods for a period of more than 30 (thirty) days, the Buyer shall pay the Supplier a penalty in the amount of 20% (twenty percent) of the value of the Goods, the delivery of which the Buyer refused or evaded. The Supplier shall be entitled to withhold the amount of the penalty from the funds received by the Supplier as payment for the Goods and/or transportation costs.
8.4. In case of delay in advance payment for the Goods by the Buyer in the full amount provided by the Appendix for more than 10 (ten) days from the agreed period, the Supplier shall have the right to unilaterally and extrajudicially refuse to supply the Goods under the relevant Appendix without paying a penalty for non-delivery or underdelivery and without compensation for losses to the Buyer, as well as to unilaterally terminate the relevant Appendix out of court without compensation for damages for which there is a delay in payment, and/or the Contract. The obligations of the Parties shall be terminated from the moment the Supplier sends the relevant notice to the Buyer, except for obligations on mutual settlements.
8.5. In case of non-fulfillment or improper fulfillment of obligations under the Contract, the Parties shall reimburse each other for the losses caused by this, in the part not covered by the penalty, in accordance with the current legislation of the Russian Federation.
8.6. Penalties (penalties, fines, interest) and/or amounts of compensation for losses are considered to be presented from the moment the Party sends the relevant written demands (claims) to the other Party.
8.7. Penalties established in this Article of the Contract, as well as other types of liability provided by the Contract, shall be applied only on the basis of a written request (claim) submitted by one Party to the other Party.
8.8. The Supplier shall not be liable for the performance (proper performance) of the obligation in the following cases: accidents, unscheduled repairs at the manufacturer of the Goods, technological failures in operation, and violations of the technological process of production of the Goods at the manufacturing plant.
9. Dispute Resolution
9.1. In the event of disputes during the execution of this Contract or in connection with it, the Parties undertake to seek to resolve the dispute through negotiations.
9.2. In the event that the dispute cannot be resolved through negotiations, a pre-trial dispute settlement procedure is mandatory under the Contract. The term for consideration of the claim is 10 calendar days from the date of receipt.
9.3. If it is impossible to resolve the dispute through pre-trial negotiations and the claim procedure, the dispute shall be considered in court at the location of the Supplier.
9.4. The law (legislation) of the Kyrgyz Republic shall apply to all relations of the Parties under this Contract.
11. Force Majeure Circumstances
11.1. The Parties shall not be liable for non-performance of any of their obligations, except for the obligation to pay for the delivered Goods, if they prove that such non-performance was caused by force majeure circumstances and if these circumstances directly affected the performance of this Contract. Force majeure circumstances must be confirmed by the conclusion of the competent state authority. Force majeure circumstances include, but are not limited to: emergency situations, military actions, civil unrest, blockades, strikes, epidemics, fires, floods, earthquakes, other natural disasters, explosions, accidents at the manufacturing plant, suspension of production of the Goods supplied under the Contract, prohibitions of transport organizations for the transportation or acceptance of goods, transport accidents, other prohibitions of transport organizations restricting the supply of the Goods, and decisions of authorized state and interstate bodies and organizations. The lack of necessary funds, violation of obligations by the debtor's counterparties, changes in market conditions, lack of goods on the market necessary for the proper performance of this Contract, and other similar circumstances do not apply to force majeure.
11.2. The time required by the Parties to fulfill their obligations under the Contract will be extended for any period for which the performance is postponed due to the above circumstances.
11.3. In the event that the duration of force majeure circumstances exceeds 30 (thirty) calendar days, this Contract (Appendix hereto) may be terminated at the written request of either Party.
12. Final Provisions
12.1. The terms of this Contract shall apply to each individual Appendix signed by the Parties and containing all the necessary essential terms of the Supply Contract. In case of discrepancies between the terms of the Supply Contract and the Annexes, the terms and conditions agreed in the Appendix shall prevail. Each subsequent Appendix does not cancel or suspend the previous Appendix in whole or in part, unless otherwise specified in it.
12.2. If any of the clauses of the Contract or part thereof is invalid due to any state act that has entered into force, it will be considered absent from this Contract, while all other clauses will remain in force.
12.3. After signing this Contract, all previous negotiations and correspondence shall become invalid.
12.5. The Parties have agreed that facsimile reproduction or electronic reproduction (scanned copy) of this Contract, documents sent by e-mail, additions and amendments thereto, as well as signatures and seals of the Parties thereto, correspondence and documents sent by the Parties for the purpose of execution of the Contract, shall have full legal force with the subsequent submission of the originals of these documents by the initiating Party to the other Party within 5 (five) calendar days from the date of their signing. An e-mail sent using a different e-mail address is not subject to consideration. Documents transmitted by fax or email shall be legally binding, provided they are sent from addresses attributable to the Party under this Contract (if there is a corresponding mark of the receiving fax machine or data that allows establishing that the document comes from an e-mail address belonging to the Party to the Contract). Annexes to the Contract and other documents may be transmitted by mail, telefax, telex, or teletype, unless otherwise provided by this Contract and Appendices hereto. Documents sent by the Supplier to the Buyer shall be deemed received by the Buyer on the 7th calendar day from the date of sending the document. The risk of distortion of information during its transmission is borne by the Party sending the relevant information. If the Party fails to send the signed and executed documents received from the other Party, as well as if the objections to such documents are not sent within the time limits established in the Contract, and in cases where the deadline is not set – within 30 days from the date of sending the document, such documents are considered accepted and signed by the recipient Party.
12.6. The Parties hereby assure each other that they have all the necessary means, opportunities, and powers to conclude and execute this Contract and to fulfill their obligations under this Contract; that the Contract has been duly authorized, approved by the governing bodies of the Parties (if necessary), and concluded by the Parties; that the Contract is a legally valid and enforceable obligation of the Parties, which can be enforced against the Party that has not fulfilled the obligation in accordance with the terms of this Contract; that the performance of this Contract by the Parties, as well as any other actions under this Contract, does not and will not be in conflict or contradiction with any provision of the constituent documents of the Parties or the legislation of the Russian Federation, as well as the obligations of the Parties under any other Contract or agreement; and that the Parties have no debts on taxes and fees, pay all taxes and fees in accordance with the current legislation of the Russian Federation, and timely submit tax, statistical, and other reports to the tax and other state authorities.
12.7. The Buyer hereby warrants and assures the Supplier that it complies with the requirements of Federal Law No. 115-FZ of 07.08.2001 (as amended on 23.04.2018) "On Countering the Legalization (Laundering) of Proceeds from Crime and the Financing of Terrorism." In addition, the Buyer represents and warrants that it is solvent and capable of properly fulfilling its obligations under this Contract, that no bankruptcy proceedings have been initiated against it, including procedures for supervision, financial recovery, external administration, or bankruptcy proceedings, and that there is no information indicating that the Buyer's creditor has filed, or intends to file, for bankruptcy.
12.8. This Contract shall be signed on each page by the Supplier's responsible officer and signed by an authorized person on the last page. This Contract is not a contract of adhesion. The Parties acknowledge that they were free to determine the terms when entering into this Contract.
13. Term of the Contract
13.1. This Contract shall enter into force from the moment of its signing by both Parties and shall be valid for 1 (one) calendar year, and in terms of unfulfilled obligations – until their full fulfillment.
13.2. If neither Party notifies the other Party in writing of its termination 10 (ten) calendar days before the expiration of this Contract, this Contract shall be considered extended for each subsequent calendar year. The number of prolongations of this Contract is not limited.