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GENERAL TERMS AND CONDITIONS OF THE DELIVERY CONTRACT
These General Terms and Conditions of the delivery contract (hereinafter referred to as the "General Terms and Conditions of Delivery") establish the procedure for the sale of Goods, namely, designer sofas "MARYEEFI" and determine the terms and conditions of delivery of Goods when entering into delivery contracts by the supplier of LLC "Hugensi", an organization registered in accordance with the legislation of the Republic of Kyrgyzstan (Registration number 314387-3308-LLC, TIN: 01903202510444, legal address: Kyrgyz Republic, Chui region, Ysyk-Ata district, Kant, Leningradskaya str., 30, sq. 16, hereinafter referred to as the "Supplier") with buyers. The terms of delivery specified in clause 3.1 of the Agreement are defined in the Special Delivery Terms, which are a bilateral delivery agreement between the Supplier and the Buyer (hereinafter referred to as the "Special Delivery Terms"). When entering into a delivery contract (Special Delivery Terms) between the buyer and the supplier, these General Delivery Terms and Conditions, which are an integral part of the delivery contract, are applicable to the specified delivery contract. If the Special Terms of Delivery contradict the General Terms of Delivery, the General Terms of Delivery shall apply to the relations of the Parties.
These General Terms and Conditions of the delivery contract (hereinafter referred to as the "General Terms and Conditions of Delivery") establish the procedure for the sale of Goods, namely, designer sofas "MARYEEFI" and determine the terms and conditions of delivery of Goods when entering into delivery contracts by the supplier of LLC "Hugensi", an organization registered in accordance with the legislation of the Republic of Kyrgyzstan (Registration number 314387-3308-LLC, TIN: 01903202510444, legal address: Kyrgyz Republic, Chui region, Ysyk-Ata district, Kant, Leningradskaya str., 30, sq. 16, hereinafter referred to as the "Supplier") with buyers. The terms of delivery specified in clause 3.1 of the Agreement are defined in the Special Delivery Terms, which are a bilateral delivery agreement between the Supplier and the Buyer (hereinafter referred to as the "Special Delivery Terms"). When entering into a delivery contract (Special Delivery Terms) between the buyer and the supplier, these General Delivery Terms and Conditions, which are an integral part of the delivery contract, are applicable to the specified delivery contract. If the Special Terms of Delivery contradict the General Terms of Delivery, the General Terms of Delivery shall apply to the relations of the Parties.
2. Subject of the Agreement
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. The Parties have agreed that when determining the terms of delivery of Goods, they are guided by the rules and standards of Incoterms 2020 with the specifics provided for in Sections 4 of this Agreement. Unless otherwise stipulated by the Special Terms of Delivery of Goods, delivery of Goods is carried out under the terms of Ex Works (EXW).
3. Quality, quantity and price of the Goods
3.1. The name of the Goods, configuration, type of fabric, color of fabric, type of cover, quantity of goods, production period, price of goods, payment procedure for goods, basis of delivery of goods (transfer method), address and name of the consignee are determined in special delivery conditions.
3.2. The quality of the Goods must comply with state standards, technical conditions and/or other regulatory and technical documentation that sets requirements for the quality of the Goods and is attached to the batch of delivered Goods.
3.3. The price of the Goods is indicated in the corresponding Special Delivery Conditions.
4. Delivery bases
4.1. "Self-delivery" (Ex works, EXW) - The Supplier undertakes to transfer the Goods on the terms of self-delivery (sampling) to the Buyer from the place of storage of the Supplier's Goods (warehouse), agreed upon by the Parties in the Special Terms of Delivery. The Buyer delivers the Goods from the storage of the Supplier to the Buyer's destination independently and at his own expense, while:
4.1.1. Delivery/export of Goods is carried out within the period specified in the relevant Special Delivery Conditions. The Goods must be shipped in a package that ensures the safety of the transported Goods during transportation.
4.1.2. The right of ownership of the Goods, the risk of accidental death, loss, shortage, passes 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 is confirmed by signing the CMR by the Parties when placing the Goods in the Buyer's vehicle (Carrier, consignee). Unless otherwise provided by Special Delivery Conditions, the Goods are loaded into the Buyer's vehicle by the Supplier's own efforts and at the expense of the Supplier.
4.1.3. The date of transfer of the Goods and the date (moment) of fulfillment by the Supplier of its obligations to transfer the Goods is considered to 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 is certified by the signing of the CMR by the Parties.
4.1.4. The place of fulfillment of obligations for the transfer of Goods (the place of delivery) is the Supplier's warehouses or points of loading of Goods agreed by the Parties in Special delivery Conditions.
4.1.5. Acceptance of Goods by quantity is carried out by the Buyer (the 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 is carried out by the Buyer independently and at its own expense.
4.1.7. Simultaneously with the delivery of the Goods, the Supplier transfers to the Buyer (consignee) the documents related to the Goods provided for by law, other legal acts or the Contract. A specific list of documents is agreed upon by the Parties in Special delivery Terms.
4.1.8. Delivery of Goods is carried out by road, sea and other modes of transport of the Buyer (carrier, consignee) by sampling the Goods from the Supplier's warehouse or other person specified by him.
4.1.9. In case of loss of Goods from motor transport during the loading period, due to a technical malfunction or unsuitability of the vehicle, all risks are borne by the Buyer. At the same time, the quantity of Goods shipped and lost is not excluded from the invoice and is paid by the Buyer in accordance with the procedure provided for in the terms of this Agreement and the corresponding Special Delivery Conditions.
4.1.10. If the Buyer's representatives (drivers) damage the equipment at the loading points, the Buyer reimburses the Supplier for losses in the form of the cost of damaged equipment and restoration work. The cost of equipment and its restoration works is determined based on the calculations provided by the shipper and / or Supplier and other supporting documents. When goods are shipped by motor transport of the Buyer, its consignee and(or) a person engaged by it for the transportation of goods, these persons are obliged to comply with the requirements of the access and intra-object modes in force on the territory of the Shipper. When entering the specified territory, it is assumed that the employee of the Buyer, its consignee and(or) the person involved by it has read the specified mandatory requirements and rules, and in addition, has expressed his consent to comply with them.
4.1.11. The Buyer undertakes to ensure compliance with the norms and rules of cargo transportation, including the requirements for the permissible mass of the vehicle and (or) the permissible load on the vehicle axle, established by the requirements of the legislation and to ensure the delivery of the corresponding vehicle, when loading into which the quantity of Goods previously agreed by the parties and specified in the power of attorney for receipt is provided.
The Buyer is fully responsible to the Supplier for the actions of the recipient when accepting the Goods. The Buyer is responsible and fully reimburses the Supplier and third parties for property losses, losses related to violation of the requirements when accepting the Goods. If the Supplier is held liable for violation of the rules and regulations in the field of transportation by the Buyer, the Buyer will reimburse all documented expenses of the Supplier within 5 (five) business days from the date of submission of the claim by the Supplier.
5. Acceptance of Goods
5.1. Following the results of the Goods 'readiness for shipment, the Supplier sends the Buyer a notification of the Goods' readiness, as well as a video recording that records the external condition of the Goods in terms of quality before the Goods are shipped to the Buyer.
5.2. The Buyer undertakes not later than 2 (two) business days from the date of receipt of the notification of the readiness of the Goods and the video recording, in accordance with clause 5.1. of the Contract, confirm the external condition of the Goods in terms of quality and the Buyer's readiness to accept the Goods at the destination.
5.3. The Supplier transfers the Goods to the Buyer only if the Buyer confirms its readiness to accept the Goods, in accordance with clause 5.2. Agreements.
5.4. Upon receipt of the Goods from the Supplier (for pickup), the Buyer’s carrier checks the compliance of the Goods with the data specified in the Transport Document, by quantity, for compliance with the assortment, as well as for the presence/absence of external damage to the packaging of the Goods. The quantity of Goods received during acceptance must be determined in the same units of measurement as indicated in the accompanying documents.
If the number of containers 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’s carrier signs the transport documents.
In all cases, when the cargo is accepted from the Supplier, damage to the cargo is established, the name and weight of the cargo or the number of containers do not correspond to the data specified in the transport document, as well as in all other cases, when this is provided for by the rules in force on transport, the Buyer’s carrier draw up a commercial act (mark on the bill of lading or drawing up an act - when delivering cargo by road, sea, or other means of transport).
5.4.1. The Buyer is notified about possible deviations of the print in color and alignment. Due to the technological features of textile production, it is allowed to deviate from the actual print (pattern, color, connection) on the surface of 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 joining elements of the drawing.
5.5. Acceptance of the Goods in terms of quantity, quality, assortment and completeness is carried out by the Buyer at the time of transfer of the Goods by the Supplier to the Buyer's carrier.
5.6 A quality guarantee as well as a warranty period may be provided for the product, if these are provided for by Special Delivery Conditions.
5.7. If the shortage of Goods or non-compliance of their quality with the terms of this Agreement is established in the presence of circumstances that are considered solely the responsibility of the Supplier (shipper), the Parties have agreed on the following procedure for resolving disputes in connection with these circumstances:
5.7.1. If during the period specified in 5.5. and clause 5.6. of the Agreement, the Goods are found to be of improper quality and/or defective, the Buyer is obliged to notify the Supplier within 2 (two) business days from the date of delivery (receipt) of the Goods and from the date of detection of defects, respectively, attaching photo and video recordings of the identified shortcomings.
5.7.2. If the Supplier does not agree with the results of the Buyer's expert examination of the goods, the Parties have the right to conduct a final analysis of the quality of the Goods in a properly accredited laboratory agreed by the Parties. The Parties undertake to agree on the location of the final analysis within 10 (ten) calendar days from the date of submission of the Supplier's request for the need for final analysis. The results of this analysis will be binding on both Parties, and the quality of the Product will be considered consistent with the data of the final analysis.
5.7.3. If the Supplier recognizes that the quality and/or completeness of the Goods do not meet the requirements of this Agreement, the Buyer pays for the actual quantity of the accepted Goods, which he did not refuse and the quality and/or completeness of which at the time of receipt corresponds to the Agreement.
5.7.4. If the Supplier recognizes the non-conformity of the Goods in terms of quality the elimination of defects in the Goods and/or compensation of expenses is carried out by the Supplier on the basis of a claim recognized by the Supplier and (if any) an independent accredited expert's report, within 60 (sixty) calendar days from the date of recognition of the claim by the Supplier (the date of the independent expert's report), and at the Supplier's expense.
5.7.5. If the Buyer does not comply with the terms of acceptance of the Goods, the terms of detection and fixing of defects in the Goods, the terms of filing a claim 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 is not subject to considerationby the Supplier.
6. Payment procedure
6.1. The price of Goods delivered under this Agreement is agreed upon by the Parties in Special terms of Delivery.
6.2. The term and procedure for payment for the Goods are established by the Parties in the Special Delivery Conditions attached to the Contract. The price of the Goods agreed by the Parties in the Special Terms of Delivery to this Agreement is fixed and cannot be changed unilaterally.
6.2.1. The Supplier is obliged to deliver the Goods after making an advance payment of at least 80% of the value of the Goods as an advance payment unless Special Delivery Conditions are provided.
6.2.2. If the Buyer violates the payment term for the Goods for more than 3 (Three) days, the Supplier has the right to unilaterally change the price of the goods.
6.3. The Buyer must pay for the Goods in accordance with the terms of the Special Delivery Conditions on the basis of the Supplier's invoice to the Supplier's current account specified in the invoice.
6.4. The payment date is the date of receipt of funds to the current account of the Supplier's bank specified in the payment invoice.
6.5. Preliminary payment/advance, as well as funds to be returned by the Supplier or set off against future deliveries, are not considered by the Parties as providing the Supplier with a commercial loan.
6.6. 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 Agreement, the Buyer must 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 included in the Agreement.
6.7. Refund of the unspent advance payment for transactions for which delivery is completed, as well as funds to be returned to the Buyer under the Agreement, is made within 5 (five) business days from the date of receipt by the Supplier of the relevant claim of the Buyer, provided that the following conditions are met: there is no debt owed by the Buyer to the Supplier for claims of the Supplier and other types of settlements, a written request to the Buyer is made to the Buyer. the Buyer's request is made in the original on letterhead, signed by the manager and sealed (if any) with payment details.
The Supplier's return of an unspent advance payment to the Buyer is also an agreement between the Parties to amend this Agreement with respect to the quantity of Goods for which the advance payment is returned.
6.8. Until the Supplier receives the original request for a refund and fulfills the above requirements, the excess amounts transferred by the Buyer and the funds to be returned to the Buyer in accordance with the terms of the Contract are credited by the Supplier to pay for future deliveries of the Goods and delivery costs.
6.9. The Supplier has the right to unilaterally direct the existing advance payments of the Buyer to repay the outstanding payment for previously delivered Goods, as well as transportation costs, including applying the provisions of the legislation on setting off counterclaims of similar claims.
6.10. If there is a Buyer's debt for the delivered Goods, the Supplier has the right to suspend the delivery of the Goods under the Contract until the debt is repaid. At the same time, the Supplier does not reimburse the Buyer for its expenses and losses.
7. Liability of the Parties and claims
7.1. In case of non-payment or late payment of any amounts under the Contract, the Supplier has the right to demand that the Buyer pay a penalty in the amount of 1% of the unpaid or late payment amount for each day of delay before the date of payment under the Contract in the required amount.
In case of late payment of the delivered Goods, a penalty fee is charged for each part of the batch of Goods delivered but not paid on time.
7.2. In case of unjustified refusal or evasion of the Buyer (after the Supplier has made the Goods) from delivery / acceptance of the Goods agreed by the Parties for delivery in whole or in part by committing illegal actions / omissions, including, but not limited to, committed in writing, or failure to fulfill the obligation to receive the Goods for a period of more than 30 (Thirty)days, if the Buyer The Buyer pays the Supplier a fine of 20% (twenty percent) of the value of the Goods that the Buyer refused to deliver / evaded. The Supplier has the right to deduct the amount of the fine from the funds received by the Supplier to pay for the Goods and / or transport costs.
7.3. In case of delay in advance payment of the Goods by the Buyer in the full amount stipulated in the Special Terms of Delivery, for more than 10 (Ten) days from the agreed period, the Supplier has the right to unilaterally refuse to deliver the Goods out of court under the relevant Special Terms of delivery without paying a penalty for non-delivery/non-delivery and without compensation for losses to the Buyer, and also, terminate unilaterally out of court without compensation for damages the relevant Special Delivery Conditions for which payment is overdue. Obligations of the parties are terminated from the moment the Supplier sends a corresponding notification to the Buyer, with the exception of mutual settlement obligations.
7.4. 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 claims (claims) to the other Party.
7.5. The penalties set out in this Article of the Agreement, as well as other types of liability provided for in the Agreement, are subject to application only on the basis of a written claim (claim)submitted by one Party to the other Party.
7.6. The Supplier is not responsible for the performance (proper performance) of the obligation and is not liable in the following cases:
- accidents; unscheduled repairs at the manufacturing plant of the Goods; technological failures in operation, violations of the technological process of production of Goods at the manufacturing plant.
8. Permission disputes
8.1. In the event of disputes arising during the performance of this Agreement or in connection with it, the Parties undertake to seek to resolve the dispute through negotiations.
8.2. If the dispute cannot be resolved through negotiations, a pre-trial dispute settlement procedure is required under the Agreement. The claim review period is 10 calendar days from the date of receipt.
8.3. If it is impossible to resolve the dispute through pre-trial negotiations and a claim procedure, the dispute is subject to referral to the state court at the Supplier's location.
8.4. All relations of the Parties under this Agreement are subject to the application of the law (legislation)of the Russian Federation.
9. Confidentiality
9.1. Information about the Parties that have concluded Special Delivery Terms, as well as any documents and information related to data about the Parties, as well as any information that allows you to identify the Party, information from the Special Delivery Terms are not subject to transfer or disclosure to third parties at the initiative of any of the Parties, except in the following cases:
- if the disclosure of such information is required on the basis of a request from an authorized state authority;
- if the prior written consent of the other Party under the Contract has been obtained;
- in cases directly provided for by the current legislation of the Russian Federation.
If it is necessary to transfer confidential information under this Agreement, the Parties undertake to conclude a confidentiality agreement.
9.2. In case of illegal disclosure of confidential information, the Buyer undertakes to pay the Supplier a fine in the amount of 10% (Ten percent) of the value of the Goods.
9.3. The provisions of this section are valid for the entire period of validity of the delivery agreement, as well as for 3 (three)months. years from the date of its termination (termination).
10. Force majeure circumstances Force majeure circumstances
10.1. The Parties are not liable for non-performance of any of their obligations, except for the obligations to pay for the delivered Goods, if they prove that such non-performance was caused by force majeure circumstances, if these circumstances directly affected the performance of this Agreement. Circumstances of force majeure must be confirmed by the conclusion of the competent state body. Force majeure circumstances include, but are not limited to: emergencies, military actions, popular unrest, blockades, strikes, strikes, epidemics, fires, floods, earthquakes, other natural disasters, explosions, accidents at the manufacturing plant, suspensions of production of Goods supplied under the Contract, prohibitions of transportation organizations on transportation/cargo acceptance, transport accidents, other prohibitions of transport organizations that restrict the delivery of goods, decisions of authorized state and interstate bodies and organizations.
The absence of necessary funds, violation of obligations on the part of the debtor's counterparties, changes in market conditions, lack of goods on the market necessary for the proper performance of this Agreement, and other similar circumstances do not apply to force majeure circumstances.
10.2. The time required for the Parties to fulfill their obligations under the Agreement will be extended for any period for which performance is postponed due to the above circumstances.
10.3. If the duration of force majeure circumstances exceeds 30 (thirty) calendar days, the Special Delivery Terms may be terminated upon written request of either Party.
11. Final statements Provisions
11.1. The terms and conditions of these General Terms and Conditions of Delivery apply to each individual Special Terms and Conditions of Delivery signed by the Parties and containing all the necessary essential terms and conditions of the delivery agreement. Each subsequent agreement on Special Conditions of Delivery does not cancel or suspend the validity of previous agreements, either in whole or in part, unless otherwise specified in the Special Conditions of Delivery.
11.2. If any of the clauses of the Agreement or part of it becomes invalid as a result of any state act that has entered into force, it will be considered absent from this Agreement, while all other clauses will remain in force.
11.3. After signing this Agreement, all previous negotiations and correspondence will cease to be valid.
11.4. The Parties have agreed that electronic reproduction (scanned copy) of this Agreement, documents sent by e-mail, additions and amendments thereto, as well as signatures and seals of the Parties on them, correspondence and documents sent by the Parties for the purpose of executing the Agreement, have full legal force.
The parties agreed that the exchange of legally significant messages under the Agreement can be carried out, including through accounts in the social networks WhatsApp, Telegram.
Documents transmitted using an electronic form of communication (e-mail) will have full legal force provided that they are transmitted from the subscribers of the Supplier and Buyer, which allows you to reliably establish that the document comes from a Party to this Agreement (if there is a corresponding mark of the receiving fax machine or data that allows you to establish that the document comes from an e-mail address owned by a Party to the Agreement). Appendices to the Agreement and other documents may be sent by mail, fax, telex, or teletype, unless otherwise specified in this Agreement and its Appendices. Documents sent by the Supplier to the Buyer are recognized as received by the Buyer on the 7th calendar day from the date of sending the document. The risk of misrepresentation of information during its transmission is borne by the Party sending the relevant information.
If the party does not send signed and executed documents received from the other party, as well as does not send objections to such documents within the time limits set in the Agreement, 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 receiving party.
11.5. By entering into these Special Terms of Delivery, the Buyer gives its consent (confirms the consent of the persons specified in the Special Terms of Delivery and other documents accompanying the legal relations of the Parties) to the processing (actions (operations) with personal data, including collection, systematization, accumulation, storage, clarification (updating, modification), use distribution (including transfer), depersonalization, blocking, destruction), including automated, of their personal data specified in the Special Terms of Delivery and other documents accompanying the legal relations of the Parties.
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. The Parties have agreed that when determining the terms of delivery of Goods, they are guided by the rules and standards of Incoterms 2020 with the specifics provided for in Sections 4 of this Agreement. Unless otherwise stipulated by the Special Terms of Delivery of Goods, delivery of Goods is carried out under the terms of Ex Works (EXW).
3. Quality, quantity and price of the Goods
3.1. The name of the Goods, configuration, type of fabric, color of fabric, type of cover, quantity of goods, production period, price of goods, payment procedure for goods, basis of delivery of goods (transfer method), address and name of the consignee are determined in special delivery conditions.
3.2. The quality of the Goods must comply with state standards, technical conditions and/or other regulatory and technical documentation that sets requirements for the quality of the Goods and is attached to the batch of delivered Goods.
3.3. The price of the Goods is indicated in the corresponding Special Delivery Conditions.
4. Delivery bases
4.1. "Self-delivery" (Ex works, EXW) - The Supplier undertakes to transfer the Goods on the terms of self-delivery (sampling) to the Buyer from the place of storage of the Supplier's Goods (warehouse), agreed upon by the Parties in the Special Terms of Delivery. The Buyer delivers the Goods from the storage of the Supplier to the Buyer's destination independently and at his own expense, while:
4.1.1. Delivery/export of Goods is carried out within the period specified in the relevant Special Delivery Conditions. The Goods must be shipped in a package that ensures the safety of the transported Goods during transportation.
4.1.2. The right of ownership of the Goods, the risk of accidental death, loss, shortage, passes 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 is confirmed by signing the CMR by the Parties when placing the Goods in the Buyer's vehicle (Carrier, consignee). Unless otherwise provided by Special Delivery Conditions, the Goods are loaded into the Buyer's vehicle by the Supplier's own efforts and at the expense of the Supplier.
4.1.3. The date of transfer of the Goods and the date (moment) of fulfillment by the Supplier of its obligations to transfer the Goods is considered to 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 is certified by the signing of the CMR by the Parties.
4.1.4. The place of fulfillment of obligations for the transfer of Goods (the place of delivery) is the Supplier's warehouses or points of loading of Goods agreed by the Parties in Special delivery Conditions.
4.1.5. Acceptance of Goods by quantity is carried out by the Buyer (the 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 is carried out by the Buyer independently and at its own expense.
4.1.7. Simultaneously with the delivery of the Goods, the Supplier transfers to the Buyer (consignee) the documents related to the Goods provided for by law, other legal acts or the Contract. A specific list of documents is agreed upon by the Parties in Special delivery Terms.
4.1.8. Delivery of Goods is carried out by road, sea and other modes of transport of the Buyer (carrier, consignee) by sampling the Goods from the Supplier's warehouse or other person specified by him.
4.1.9. In case of loss of Goods from motor transport during the loading period, due to a technical malfunction or unsuitability of the vehicle, all risks are borne by the Buyer. At the same time, the quantity of Goods shipped and lost is not excluded from the invoice and is paid by the Buyer in accordance with the procedure provided for in the terms of this Agreement and the corresponding Special Delivery Conditions.
4.1.10. If the Buyer's representatives (drivers) damage the equipment at the loading points, the Buyer reimburses the Supplier for losses in the form of the cost of damaged equipment and restoration work. The cost of equipment and its restoration works is determined based on the calculations provided by the shipper and / or Supplier and other supporting documents. When goods are shipped by motor transport of the Buyer, its consignee and(or) a person engaged by it for the transportation of goods, these persons are obliged to comply with the requirements of the access and intra-object modes in force on the territory of the Shipper. When entering the specified territory, it is assumed that the employee of the Buyer, its consignee and(or) the person involved by it has read the specified mandatory requirements and rules, and in addition, has expressed his consent to comply with them.
4.1.11. The Buyer undertakes to ensure compliance with the norms and rules of cargo transportation, including the requirements for the permissible mass of the vehicle and (or) the permissible load on the vehicle axle, established by the requirements of the legislation and to ensure the delivery of the corresponding vehicle, when loading into which the quantity of Goods previously agreed by the parties and specified in the power of attorney for receipt is provided.
The Buyer is fully responsible to the Supplier for the actions of the recipient when accepting the Goods. The Buyer is responsible and fully reimburses the Supplier and third parties for property losses, losses related to violation of the requirements when accepting the Goods. If the Supplier is held liable for violation of the rules and regulations in the field of transportation by the Buyer, the Buyer will reimburse all documented expenses of the Supplier within 5 (five) business days from the date of submission of the claim by the Supplier.
5. Acceptance of Goods
5.1. Following the results of the Goods 'readiness for shipment, the Supplier sends the Buyer a notification of the Goods' readiness, as well as a video recording that records the external condition of the Goods in terms of quality before the Goods are shipped to the Buyer.
5.2. The Buyer undertakes not later than 2 (two) business days from the date of receipt of the notification of the readiness of the Goods and the video recording, in accordance with clause 5.1. of the Contract, confirm the external condition of the Goods in terms of quality and the Buyer's readiness to accept the Goods at the destination.
5.3. The Supplier transfers the Goods to the Buyer only if the Buyer confirms its readiness to accept the Goods, in accordance with clause 5.2. Agreements.
5.4. Upon receipt of the Goods from the Supplier (for pickup), the Buyer’s carrier checks the compliance of the Goods with the data specified in the Transport Document, by quantity, for compliance with the assortment, as well as for the presence/absence of external damage to the packaging of the Goods. The quantity of Goods received during acceptance must be determined in the same units of measurement as indicated in the accompanying documents.
If the number of containers 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’s carrier signs the transport documents.
In all cases, when the cargo is accepted from the Supplier, damage to the cargo is established, the name and weight of the cargo or the number of containers do not correspond to the data specified in the transport document, as well as in all other cases, when this is provided for by the rules in force on transport, the Buyer’s carrier draw up a commercial act (mark on the bill of lading or drawing up an act - when delivering cargo by road, sea, or other means of transport).
5.4.1. The Buyer is notified about possible deviations of the print in color and alignment. Due to the technological features of textile production, it is allowed to deviate from the actual print (pattern, color, connection) on the surface of 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 joining elements of the drawing.
5.5. Acceptance of the Goods in terms of quantity, quality, assortment and completeness is carried out by the Buyer at the time of transfer of the Goods by the Supplier to the Buyer's carrier.
5.6 A quality guarantee as well as a warranty period may be provided for the product, if these are provided for by Special Delivery Conditions.
5.7. If the shortage of Goods or non-compliance of their quality with the terms of this Agreement is established in the presence of circumstances that are considered solely the responsibility of the Supplier (shipper), the Parties have agreed on the following procedure for resolving disputes in connection with these circumstances:
5.7.1. If during the period specified in 5.5. and clause 5.6. of the Agreement, the Goods are found to be of improper quality and/or defective, the Buyer is obliged to notify the Supplier within 2 (two) business days from the date of delivery (receipt) of the Goods and from the date of detection of defects, respectively, attaching photo and video recordings of the identified shortcomings.
5.7.2. If the Supplier does not agree with the results of the Buyer's expert examination of the goods, the Parties have the right to conduct a final analysis of the quality of the Goods in a properly accredited laboratory agreed by the Parties. The Parties undertake to agree on the location of the final analysis within 10 (ten) calendar days from the date of submission of the Supplier's request for the need for final analysis. The results of this analysis will be binding on both Parties, and the quality of the Product will be considered consistent with the data of the final analysis.
5.7.3. If the Supplier recognizes that the quality and/or completeness of the Goods do not meet the requirements of this Agreement, the Buyer pays for the actual quantity of the accepted Goods, which he did not refuse and the quality and/or completeness of which at the time of receipt corresponds to the Agreement.
5.7.4. If the Supplier recognizes the non-conformity of the Goods in terms of quality the elimination of defects in the Goods and/or compensation of expenses is carried out by the Supplier on the basis of a claim recognized by the Supplier and (if any) an independent accredited expert's report, within 60 (sixty) calendar days from the date of recognition of the claim by the Supplier (the date of the independent expert's report), and at the Supplier's expense.
5.7.5. If the Buyer does not comply with the terms of acceptance of the Goods, the terms of detection and fixing of defects in the Goods, the terms of filing a claim 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 is not subject to considerationby the Supplier.
6. Payment procedure
6.1. The price of Goods delivered under this Agreement is agreed upon by the Parties in Special terms of Delivery.
6.2. The term and procedure for payment for the Goods are established by the Parties in the Special Delivery Conditions attached to the Contract. The price of the Goods agreed by the Parties in the Special Terms of Delivery to this Agreement is fixed and cannot be changed unilaterally.
6.2.1. The Supplier is obliged to deliver the Goods after making an advance payment of at least 80% of the value of the Goods as an advance payment unless Special Delivery Conditions are provided.
6.2.2. If the Buyer violates the payment term for the Goods for more than 3 (Three) days, the Supplier has the right to unilaterally change the price of the goods.
6.3. The Buyer must pay for the Goods in accordance with the terms of the Special Delivery Conditions on the basis of the Supplier's invoice to the Supplier's current account specified in the invoice.
6.4. The payment date is the date of receipt of funds to the current account of the Supplier's bank specified in the payment invoice.
6.5. Preliminary payment/advance, as well as funds to be returned by the Supplier or set off against future deliveries, are not considered by the Parties as providing the Supplier with a commercial loan.
6.6. 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 Agreement, the Buyer must 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 included in the Agreement.
6.7. Refund of the unspent advance payment for transactions for which delivery is completed, as well as funds to be returned to the Buyer under the Agreement, is made within 5 (five) business days from the date of receipt by the Supplier of the relevant claim of the Buyer, provided that the following conditions are met: there is no debt owed by the Buyer to the Supplier for claims of the Supplier and other types of settlements, a written request to the Buyer is made to the Buyer. the Buyer's request is made in the original on letterhead, signed by the manager and sealed (if any) with payment details.
The Supplier's return of an unspent advance payment to the Buyer is also an agreement between the Parties to amend this Agreement with respect to the quantity of Goods for which the advance payment is returned.
6.8. Until the Supplier receives the original request for a refund and fulfills the above requirements, the excess amounts transferred by the Buyer and the funds to be returned to the Buyer in accordance with the terms of the Contract are credited by the Supplier to pay for future deliveries of the Goods and delivery costs.
6.9. The Supplier has the right to unilaterally direct the existing advance payments of the Buyer to repay the outstanding payment for previously delivered Goods, as well as transportation costs, including applying the provisions of the legislation on setting off counterclaims of similar claims.
6.10. If there is a Buyer's debt for the delivered Goods, the Supplier has the right to suspend the delivery of the Goods under the Contract until the debt is repaid. At the same time, the Supplier does not reimburse the Buyer for its expenses and losses.
7. Liability of the Parties and claims
7.1. In case of non-payment or late payment of any amounts under the Contract, the Supplier has the right to demand that the Buyer pay a penalty in the amount of 1% of the unpaid or late payment amount for each day of delay before the date of payment under the Contract in the required amount.
In case of late payment of the delivered Goods, a penalty fee is charged for each part of the batch of Goods delivered but not paid on time.
7.2. In case of unjustified refusal or evasion of the Buyer (after the Supplier has made the Goods) from delivery / acceptance of the Goods agreed by the Parties for delivery in whole or in part by committing illegal actions / omissions, including, but not limited to, committed in writing, or failure to fulfill the obligation to receive the Goods for a period of more than 30 (Thirty)days, if the Buyer The Buyer pays the Supplier a fine of 20% (twenty percent) of the value of the Goods that the Buyer refused to deliver / evaded. The Supplier has the right to deduct the amount of the fine from the funds received by the Supplier to pay for the Goods and / or transport costs.
7.3. In case of delay in advance payment of the Goods by the Buyer in the full amount stipulated in the Special Terms of Delivery, for more than 10 (Ten) days from the agreed period, the Supplier has the right to unilaterally refuse to deliver the Goods out of court under the relevant Special Terms of delivery without paying a penalty for non-delivery/non-delivery and without compensation for losses to the Buyer, and also, terminate unilaterally out of court without compensation for damages the relevant Special Delivery Conditions for which payment is overdue. Obligations of the parties are terminated from the moment the Supplier sends a corresponding notification to the Buyer, with the exception of mutual settlement obligations.
7.4. 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 claims (claims) to the other Party.
7.5. The penalties set out in this Article of the Agreement, as well as other types of liability provided for in the Agreement, are subject to application only on the basis of a written claim (claim)submitted by one Party to the other Party.
7.6. The Supplier is not responsible for the performance (proper performance) of the obligation and is not liable in the following cases:
- accidents; unscheduled repairs at the manufacturing plant of the Goods; technological failures in operation, violations of the technological process of production of Goods at the manufacturing plant.
8. Permission disputes
8.1. In the event of disputes arising during the performance of this Agreement or in connection with it, the Parties undertake to seek to resolve the dispute through negotiations.
8.2. If the dispute cannot be resolved through negotiations, a pre-trial dispute settlement procedure is required under the Agreement. The claim review period is 10 calendar days from the date of receipt.
8.3. If it is impossible to resolve the dispute through pre-trial negotiations and a claim procedure, the dispute is subject to referral to the state court at the Supplier's location.
8.4. All relations of the Parties under this Agreement are subject to the application of the law (legislation)of the Russian Federation.
9. Confidentiality
9.1. Information about the Parties that have concluded Special Delivery Terms, as well as any documents and information related to data about the Parties, as well as any information that allows you to identify the Party, information from the Special Delivery Terms are not subject to transfer or disclosure to third parties at the initiative of any of the Parties, except in the following cases:
- if the disclosure of such information is required on the basis of a request from an authorized state authority;
- if the prior written consent of the other Party under the Contract has been obtained;
- in cases directly provided for by the current legislation of the Russian Federation.
If it is necessary to transfer confidential information under this Agreement, the Parties undertake to conclude a confidentiality agreement.
9.2. In case of illegal disclosure of confidential information, the Buyer undertakes to pay the Supplier a fine in the amount of 10% (Ten percent) of the value of the Goods.
9.3. The provisions of this section are valid for the entire period of validity of the delivery agreement, as well as for 3 (three)months. years from the date of its termination (termination).
10. Force majeure circumstances Force majeure circumstances
10.1. The Parties are not liable for non-performance of any of their obligations, except for the obligations to pay for the delivered Goods, if they prove that such non-performance was caused by force majeure circumstances, if these circumstances directly affected the performance of this Agreement. Circumstances of force majeure must be confirmed by the conclusion of the competent state body. Force majeure circumstances include, but are not limited to: emergencies, military actions, popular unrest, blockades, strikes, strikes, epidemics, fires, floods, earthquakes, other natural disasters, explosions, accidents at the manufacturing plant, suspensions of production of Goods supplied under the Contract, prohibitions of transportation organizations on transportation/cargo acceptance, transport accidents, other prohibitions of transport organizations that restrict the delivery of goods, decisions of authorized state and interstate bodies and organizations.
The absence of necessary funds, violation of obligations on the part of the debtor's counterparties, changes in market conditions, lack of goods on the market necessary for the proper performance of this Agreement, and other similar circumstances do not apply to force majeure circumstances.
10.2. The time required for the Parties to fulfill their obligations under the Agreement will be extended for any period for which performance is postponed due to the above circumstances.
10.3. If the duration of force majeure circumstances exceeds 30 (thirty) calendar days, the Special Delivery Terms may be terminated upon written request of either Party.
11. Final statements Provisions
11.1. The terms and conditions of these General Terms and Conditions of Delivery apply to each individual Special Terms and Conditions of Delivery signed by the Parties and containing all the necessary essential terms and conditions of the delivery agreement. Each subsequent agreement on Special Conditions of Delivery does not cancel or suspend the validity of previous agreements, either in whole or in part, unless otherwise specified in the Special Conditions of Delivery.
11.2. If any of the clauses of the Agreement or part of it becomes invalid as a result of any state act that has entered into force, it will be considered absent from this Agreement, while all other clauses will remain in force.
11.3. After signing this Agreement, all previous negotiations and correspondence will cease to be valid.
11.4. The Parties have agreed that electronic reproduction (scanned copy) of this Agreement, documents sent by e-mail, additions and amendments thereto, as well as signatures and seals of the Parties on them, correspondence and documents sent by the Parties for the purpose of executing the Agreement, have full legal force.
The parties agreed that the exchange of legally significant messages under the Agreement can be carried out, including through accounts in the social networks WhatsApp, Telegram.
Documents transmitted using an electronic form of communication (e-mail) will have full legal force provided that they are transmitted from the subscribers of the Supplier and Buyer, which allows you to reliably establish that the document comes from a Party to this Agreement (if there is a corresponding mark of the receiving fax machine or data that allows you to establish that the document comes from an e-mail address owned by a Party to the Agreement). Appendices to the Agreement and other documents may be sent by mail, fax, telex, or teletype, unless otherwise specified in this Agreement and its Appendices. Documents sent by the Supplier to the Buyer are recognized as received by the Buyer on the 7th calendar day from the date of sending the document. The risk of misrepresentation of information during its transmission is borne by the Party sending the relevant information.
If the party does not send signed and executed documents received from the other party, as well as does not send objections to such documents within the time limits set in the Agreement, 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 receiving party.
11.5. By entering into these Special Terms of Delivery, the Buyer gives its consent (confirms the consent of the persons specified in the Special Terms of Delivery and other documents accompanying the legal relations of the Parties) to the processing (actions (operations) with personal data, including collection, systematization, accumulation, storage, clarification (updating, modification), use distribution (including transfer), depersonalization, blocking, destruction), including automated, of their personal data specified in the Special Terms of Delivery and other documents accompanying the legal relations of the Parties.