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EXHIBIT 10.21
CONTRACT FOR PURCHASE AND SALES # 35/06
CITY OF MOSCOW JUNE 13, 2000
Open joint-stock company OOO "LAKSTI", represented by its Director General
X.X.Xxxxxxxx, acting on the basis of the company's Charter, hereinafter referred
to as "the Seller", and close joint-stock company ZAO "OXIRIS", hereinafter
referred to as "the Buyer", represented by V.A.Dolgov, acting on the basis of
the Charter, entered into the present contract on the following:
1. SUBJECT OF THE AGREEMENT
1.1. The Seller shall hand over, and the Buyer shall pay for the Goods (computer
software) as per the Seller's price list and on the conditions of the
present Contract.
1.2. The Goods shall be surrendered on the basis of an oral or written order of
the Buyer. Quantity and assortment of the Goods shall be indicated in
waybills enclosed with each shipment.
2. PRICE OF THE GOODS
2.1. Price of the Goods shall be established in rubles and determined according
to the Sellers price list.
2.2. Price of the Goods shall be indicated in the invoices and waybills enclosed
with each shipment.
2.3. Price of the Goods includes the cost of the Goods and the cost of the
packing.
2.4. Price change is admitted within the validity term of the Contract. When
taking a decision to introduce changes in the price list, the Seller shall
give the other Party a written notification at least 5 (five) days after
the actual price change.
2.5. Retail prices of the Goods are determined by the Buyer. The retail price
shall not differ more than 10 % from the recommended retail price indicated
in the Seller's Price-list.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. Rights and obligations of the Seller:
3.1.1. The Seller undertakes to deliver to the Buyer Goods of proper
quality, conforming to certificates, other technical documentation,
and to the sanitary regulations, subject to availability of the Goods
at the Seller's warehouse, against an order made up by the Buyer
within 24 hours of the receipt of the order.
3.1.2. The Goods shall be delivered in the original packing, complete
with accessories, with an appropriate identification stamp. The Buyer
has no right to modify, replace or disassemble the delivered products
and/or the documentation.
3.1.3. The Seller is obliged to replace inferior Goods within 5 (five)
days of receipt of the Buyer's notice of such Goods. Inferior Goods
are Goods with visible or latent defects; Goods returned by third
parties on account of defects which appeared through the Seller's
fault and were not specified by him at the surrender of the Goods;
and Goods the content of which fails to meet the requirements of the
current legislation.
3.1.4. In case the Goods are not in stock at the Seller's warehouse, the
Seller is obliged to notify the Buyer of a possible delivery date
within 24 hours.
3.1.5. The Seller shall make out the shipping documents.
3.1.6. The Seller shall guarantee the quality of the Goods within the
guarantee of the manufacturer.
3.1.7. The Seller warrants that the Goods delivered under this Contract
are distributed legally, and that the intellectual property rights of
third parties are not violated.
3.1.8. The Seller shall provide the Buyer with complete information about
the Goods in electronic or printed form, as per the Seller's
price-list.
3.1.9. The Seller shall update the Buyer on all changes and news in
respect to the released editions and editions in print.
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3.1.10. The Seller shall provide a technical and informational support to
the users who purchased the product from the Buyer on the general
conditions of the software manufacturers regarding the support of
software products.
3.1.11. The Parties can agree on other ways of obtaining information.
3.2. Rights and obligations of the Buyer:
3.2.1. The Buyer is obliged to accept Goods on conditions EXW Moscow
warehouse of the Seller.
3.2.2 During the acceptance of the Goods the Buyer shall check their
quantity and assortment, make out and sign appropriate documents, and
inform the Seller of the defects detected during the acceptance of
the Goods. The Buyer has a right to refuse acceptance of the Goods in
case their assortment or quantity does not correspond to that stated
in the application.
4. PRICE OF THE GOODS AND PAYMENT CONDITIONS
4.1. Price of a batch of Goods is established in rubles and is calculated as a
number of units of the Goods multiplied by their price in accordance with
Article 2.1;
4.2. Date of payment shall be the date when funds enter the Seller's account.
4.3. The Buyer shall pay for the Goods by remitting a 50% advance payment to the
Seller's account in accordance with the application and the invoice, the
remaining amount shall be remitted within 5 (five) days of the delivery of
the Gooods.
4.4. The Parties can agree to effect cash payments in accordance with the
legislation of the Russian Federation.
5. LIABILITY OF THE PARTIES
5.1. In case of non-fulfillment by one of the Parties of any provision of the
present Contract, dispute shall be settled by way of negotiations. If the
parties fail to come to an agreement, the case shall be referred to the
Moscow Arbitration Court.
6. TERM OF THE CONTRACT AND PROCEDURE FOR ITS TERMINATION
6.1. This Contract shall come into force upon being signed by the authorized
persons of the Parties.
6.2. The term of the present Contract shall be fixed at one calendar year. The
Contract shall be prolonged automatically for the next term unless one of
the Parties has given the other Party a month's written notice of its
termination or revision of the Contract.
6.3. The Contract can be terminated upon the request of one of the Parties
subject to the condition that the other Party is given a written notice at
least one month prior to the termination of the Contract.
7. FORCE-MAJEURE
7.1. In case of force-majeure circumstances brought about (directly or
indirectly) by such events as flood, fire, earthquake, epidemic, military
conflicts, acts of terrorism, civil unrest, strikes, directions, decrees
and other administrative interference of the government or other decrees,
restrictions imposed by the administration or the government, which
influence the fulfillment of the obligations under the Contract, or other
circumstances beyond reasonable control of the Parties, fulfillment of
these obligations is postponed for the period of duration of these
circumstances, if they significantly affect the timely performance of the
whole Contract or a certain part of it due to be performed after the
beginning of force-majeure circumstances. The Parties are to give each
other an immediate written notification of the beginning and completion of
the force-majeure circumstances hindering the fulfillment of the
obligations under the Contract. The Party referring to force-majeure
circumstances must provide a certificate of the competent state body.
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8. MISCELLANEOUS
8.1. This Contract can be changed and supplemented by a written agreement of the
Parties, signed by the authorized representatives of the Parties.
8.2. The Parties shall keep the terms of the present Contract and any
information in respect to the other Party's business under the Contract
strictly confidential and shall not make any public statements concerning
these conditions without obtaining a written consent of the other Party.
8.3. The present Contract, including its Supplements, shall replace any other
preliminary agreements, written or oral settlements pertaining to the
subject of the Contract.
8.4. Within two working days of signing this Contract the Parties shall delegate
their senior employees (one from each side) to organize a system of data
exchange between the Seller and the Buyer.
8.5. Within two weeks of signing this Contract the working groups of the Parties
under supervision of the senior employees shall agree upon every detail of
the technical cooperation concerning the exchange of information about the
Goods and prepare a Protocol describing the procedure of information
exchange and update, which shall be approved by the authorized
representatives of both Parties and shall be an inseparable part of this
Contract.
9. ADDRESSES AND BANK DETAILS OF THE PARTIES
THE SELLER THE BUYER
Full name Full name
of the company: OOO "LAKSTI" of the company: ZAO "OXIRIS"
Legal address : 113452, Moscow, Legal address : 117802 Moscow
17 Xxxxxxxxxxxxx xxxxxxxxx, xxxx 0 Xxxxxxxx xxxxxx 00
Telephone : (000) 000-00-00 Telephone : (000) 000-0000
Fax : 000-00-00 Fax : 000-0000
E-mail: xxxxx@xx.xx E-mail: xxxxxx@xxxxxx.xxx
WWW-server : xxx.xx.xx WWW-server : xxx.xxxxxx.xxx
Name of the bank: Bank "Russkiye Finansovyie Traditsiyi" Name of the bank: Stock commercial bank
"Evrozapsibbank"
Account : 40702810100000000800 Account : 40702810700030000049
Bank identification code: 044583472 Bank identification code: 044585726
Correspondent Correspondent account : 30101810800000000472
account : 30101810000000000726
TIN : 7727172848 TIN : 7706200205
All-Russian industry classification code: 71100, 71200 All-Russian industry classification code: 71100, 71200
All-Russian enterprise and organization code: 51290353 All-Russian enterprise and organization code: 51260913
OOO "LAKSTI" ZAO "OXIRIS"
/X.X.Xxxxxxxx/ /V.A.Dolgov/
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Director General Director General
April 17, 2000 April 17, 2000
