Xxxxxxx 00.0
XXXXXXXX XXXXXXXX # 00000
Komsomolsk-on-Amur
July 15, 2001
Pioneer Forest, Inc., a corporation, organized and existing under the USA laws,
hereinafter referred to as "SELLER", represented by Xxxxxxx X. Xxxxxx,
President, on the one side, and JSC "FOREST-STARMA", a legal entity, organized
and existing under the Russian Federation laws, hereinafter referred to as
"CUSTOMER", represented by Xx. Xxxxx Xxxxxxx, General Director, and Xx. Xxxxxx
X. Limarenko, First Deputy General Director, on the other side, (the SELLER and
the CUSTOMER are hereinafter referred to as the "PARTIES"), have entered into
this Contract as follows:
1. SUBJECT OF THE CONTRACT
1.1. The SELLER shall deliver and the CUSTOMER shall purchase the goods
(hereinafter referred to as the "goods") consisting of logging equipment,
transport facilities, spare parts and other wares necessary for the normal
operation of the CUSTOMER. The goods carried by sea shall be carried C.I.P. to
Vanino, Russian Federation. The goods carried by air shall be delivered C.I.P.
to Khabarovsk, Russian Federation. The delivered goods are intended to be used
by the CUSTOMER for its own needs.
The delivery obligations of the SELLER and the CUSTOMER are set forth in
"INCOTERMS 2000" and are compulsory for both PARTIES under this Contract.
1.2. The goods must be delivered in consignments. For each consignment the
PARTIES shall make a separate Attachment to this Contract specifying the name,
quantity, price of the goods (in USD) to be delivered, estimated shipping and
arrival dates, delivery terms (C.I.P. Vanino, C.I.P. Khabarovsk) as well as
other delivery and payment terms in case they differ from those specified in
this Contract. Unless otherwise specified in the proper Attachments to the
Contract, the goods shall be delivered on the terms indicated in this Contract.
2. PRICE
2.1. The total value of this Contract shall not exceed 10,000,000.00 (ten
million dollars) USD.
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2.2. Prices for each consignment of the goods delivered under this Contract
shall be indicated in the proper Attachment to the Contract provided that the
total cost of all goods delivered under this Contract shall not exceed the total
value of the Contract specified in 2.1.
2.3. The price of the goods shall include their packaging, transporting,
insurance and freight as well as taxes and customs duties as well as other dues
and formalities charged in the country of the SELLER in connections with the
fulfillment of this Contract.
3. PAYMENT AND DELIVERY
3.1. The currency of payments under the Contract shall be US dollars.
3.2. The fees and commission charged by the bank in the country of the SELLER
shall be paid by the SELLER. The fees and commission charged by the bank in the
country of the CUSTOMER shall be paid by the CUSTOMER.
3.3. The CUSTOMER shall pay for each consignment of the goods in USD within 90
(ninety) days after the CUSTOMER receives the invoice for the specified
consignment of the goods. An invoice shall be submitted by the SELLER to the
CUSTOMER only after the corresponding consignment of the goods has been cleared
of custom clearance formalities on the territory of the Russian Federation.
Payments shall be made by way of remitting money from the bank account of the
CUSTOMER to the bank account of the SELLER according to Section 9 of the present
Contract.
4. OBLIGATION OF THE SELLER TO PROVIDE DOCUMENTS
4.1 The SELLER shall provide the CUSTOMER with the following package of
documents for each consignment of the goods:
1) Commercial invoice - original;
2) Packing list (shipping specifications) - original;
3) Loading plan of the container - original;
4) Xxxx of lading CIP Vanino or Khabarovsk by air (the 1st original and
one copy);
5) Certificate of quality (one original and one copy) as specified in 6.2
of the Contract;
6) Insurance certificate (the 1st original and one copy); and
7) Attachment to this Contract, as specified in Section 1.2 hereof.
At the request of the CUSTOMER, the SELLER shall send via fax or mail copies of
the invoices of the vendors (manufacturers) of the goods within 10 calendar
days.
For this purpose, the SELLER shall keep the invoices of the vendors
(manufacturers) for no less than 3 years.
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4.2. No later than 5 days after the shipping, the SELLER shall e-mail to the
CUSTOMER the following documents for Russian translation: commercial invoice,
packing list (shipping specifications), container loading plan.
The above documents translated into Russian shall be signed and stamped by the
SELLER for their further presentation to the Russian customs authorities.
4.3. No later than 3 days after the shipping of goods by sea and no later than
the day next to the shipping of goods by air, the CUSTOMER shall be faxed the
following documents: a copy of the xxxx of lading, insurance certificate and
certificate of quality.
The originals of the above documents as well as the signed and stamped documents
specified in Section 4.2. shall be sent by the SELLER by express no later than 3
(three) days after the SELLER receives from the CUSTOMER via e-mail the
documents in Russian translation as specified in Section 4.2.
5. OBLIGATION OF THE SELLER TO PACKAGE AND XXXX GOODS
5.1. All delivered goods shall have the packaging ensuring the safe freight of
machinery and their parts and suitable for handling by crane, lifting devices
and manual carriage. Electric equipment shall be properly wrapped to protect it
from salt.
5.2. All delivered goods shall be properly marked. Marking shall be made on
each package (box) and on each piece of the machinery which was delivered
unpacked. The markings shall be made using indelible paint and shall include the
following information:
Consignor
Final destination point
Via (destination points)
Contract #
Place #
Number of pieces
Gross weight
Net weight
6. OBLIGATIONS OF THE CUSTOMER AND THE SELLER
6.1. No later than 10 days before the shipping of the goods, the SELLER shall
inform the CUSTOMER via fax about the readiness of the goods for shipping.
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6.2. The SELLER shall provide the CUSTOMER with the following no later than
the date of the arrival of the goods to the destination port:
- the certificates of the State Standard of Russia if the company-manufacturer
of the goods is accredited in the Russian Federation through representatives of
the company-manufacturer in Russia.
- the international certificates, if the company-manufacturer of the goods is
not accredited in the Russian Federation.
6.3. The CUSTOMER is responsible for obtaining export and import licenses and
also other licenses if such are required and for covering expenses associated
with them under this Contract on the territory of the Russian Federation. The
SELLER is responsible for obtaining export and import licenses and also other
licenses if such are required and for covering expenses associated with them
under this Contract outside the territory of the Russian Federation.
6.4. The goods shall be covered with whatever warranties are provided by the
manufacturer.
6.5. The SELLER shall provide the CUSTOMER with the same technical literature
and instructions for the goods delivered as the provided by the manufacturer.
7. FORCE MAJEURE
If the implementation of this Contract is suspended due to military actions,
embargo, blocade, strikes, acts of state authorities or other circumstances
which are out of control of the PARTIES under this Contract and are force-
majeure, the PARTIES shall not be liable for any delays in the implementation of
the Contract or failure to implement this Contract during the entire period of
force-majeure circumstances.
8. LEGISLATION OF THE CONTRACT / SETTLEMENT OF DISPUTES
This Contract shall be subject to Massachusetts law, regardless of possible
conflicts between certain legal regulations contained in this Contract and the
UN Convention on the International Trade Contracts. Should any disputes,
disagreements or issues arise between the PARTIES following the signing of the
Contract, such disputes, disagreements or issues shall be arbitrated according
to the regulations of the American Arbitration Association. Arbitration shall
take place in Boston, Massachusetts, USA. The language of the dispute settlement
shall be English. The decision regarding the amounts of judgement can be
submitted to any court which has the proper jurisdiction. The above court may be
petitioned to legally approve the decision and to order its implementation.
9. LEGAL ADDRESSES AND BANK ACCOUNTS:
CUSTOMER:
Close Joint Stock Company
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"Forest-Starma"
INN 2727001900
Legal address: Vanino, Xxxxxxxxxxx Xxxxxx, 0-Xxxxxxxx Xxxxxx, xxxxxxxxx # 0,
000000, Xxxxxxx Federation
Mailing address: Xxxxxxxxxx-xx-Xxxx, Xxxxxxxxxxx Xxxxxx, 0-Xxxxxx Xxxxx, Xxxxxxx
Xxxxxxxxxx.
tel. 7 (42 172) 47-261
fax: 7 (42 172) 44-172
BANK ACCOUNT OF THE CUSTOMER:
Komsomolsk-on-Amur Affiliate of the XxxxxXxxx, Xxxxxxxxxxx Xxxxxx,
0-Xxxxxxxxxxxxxxxx Xx.
Current foreign currency account: No. 40702840708030200405
Transit Account: No. 40702840208031000405
BIK 040825721,
Corresponding Account No. 30301840008010011001 of the RegioBank, Khabarovsk
SELLER:
Corporation "Pioneer Forest, Inc."
Xxx Xxxxxxx Xxxx Xxxxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx, 00000
Tel Number: (000) 000-0000
FAX Number (000) 000-0000
BANK ACCOUNT OF THE SELLER:
Citibank N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX
Account Number: 00000000
ABA Number: 000-0000-00
10. OTHER CONDITIONS
10.1. All addenda and changes to this Contract shall be considered effective
provided they are properly processed both in English and Russian and are signed
with two signatures of the CUSTOMER:
First signature: General Director (or his Deputy) or Financial Director (or his
Deputy) or Person with the properly processed power-of-attorney;
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Second signature: Chief Accountant (or his Deputy).
The properly processed and signed addenda and changes are an integral part of
this Contract.
10.2. The PARTIES agree that fax copies of the documents drawn under this
Contract (including Attachments, addenda and changes) shall be considered
legally operative until the originals of the documents are received.
10.3. Neither of the PARTIES shall transfer its rights and liabilities under
this Contract to any third party, except legal cessionaries, without obtaining a
prior written approval from the other PARTY.
10.4. This Contract shall enter into force on the day indicated on the first
page of the Contract.
10.5. The custom clearance of the last consignment of the goods delivered under
this Contract must be completed by July 15, 2004.
10.6. The expiry of the Contract shall not free the PARTIES from their contract
obligations which appeared before July 15, 2004, or the liability for failure to
meet its obligations or the liability for the improper implementation of its
obligations.
10.7. This Contract has been signed in three original copies. All original
copies are have the equal legal force.
SELLER:
/s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx,
President
CUSTOMER:
JSC "Forest-Starma"
/s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx
General Director
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/s/ Xxxxxx Xxxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxxx
First Deputy General Director
/s/ Xxxxxxxxxx Xxxxxxxx
-----------------------------
Xxxxxxxxxx Xxxxxxxx
Chief Accountant
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