Contract for the purchase of security and fire alarm equipment
No. 101/24-PD
Kazan "28" June, 2024
Closed Joint Stock Company N.T.C.T.O., hereinafter referred to as the "Supplier", represented by Commercial Director H.I.M., acting on the basis of Power of Attorney No. 15 dated 03/01/2024, on the one hand, and the Limited Liability Partnership Asia N.T.B., established and operating in accordance with according to the legislation of the Republic of Kazakhstan, hereinafter referred to as the "Buyer", represented by Director S.A.A., on the other hand, have concluded this agreement on the following:
1. SUBJECT OF THE AGREEMENT
1.1. In accordance with this Agreement, the Supplier undertakes to transfer ownership to the Buyer, and the Buyer accepts and pays for the security and fire alarm equipment related to the XVI section of the commodity nomenclature of foreign economic activity (hereinafter referred to as "Products"), supplied in separate batches during the term of the agreement.
1.2. The range, quantity and price of Products are agreed upon by the parties in relation to each specific batch of Products supplied by completing the Specification at the request of the Buyer, which is an integral part of this agreement.
1.3. Changes in the range and quantity of Products supplied under this Agreement, after signing the Specification by the Supplier and the Buyer, are possible only with the consent of both parties.
1.4. The Products are delivered on the terms of Incoterms 2020 on the basis of the Buyer's requests, which are sent to the postal and e-mail addresses, telephone numbers of the Supplier specified in clause 9 of this Agreement. Applications are legally significant and valid if they are sent from the postal and e-mail addresses, telephone numbers of the Buyer specified in clause 9 of this Agreement.
1.5. The total amount of the contract remains: 4,000,000.00 rubles (Four million rubles), 0% VAT.
2. PRODUCT PRICE AND PAYMENT PROCEDURE
2.1 The price of Products is set in the currency of the Russian Federation and is indicated in the Specifications. The price of the Products may be changed by the Supplier during the term of this agreement.
2.2 Calculations under this Agreement are carried out on the basis of an Account in Russian rubles (RUB, code 643) on the terms of 100% prepayment of the cost of the batch of supplied Products by transferring funds to the Supplier's current account. For individual batches of Products, the parties may additionally agree on other payment terms specified in the relevant Specifications.
2.3 In the event of the Supplier's inability or refusal to fulfill the conditions stipulated in clause 3.2. of this Agreement, the Supplier undertakes to refund to the Buyer the amount previously paid to the Supplier in the amount of 100% within 30 working days from the date of receipt of the money to the Supplier's current account.
3. TERMS OF DELIVERY AND ACCEPTANCE OF PRODUCTS
3.1. The obligation to ship Products comes from the moment the following conditions are fulfilled:
- approval by the parties of the Specification for the supply of a specific batch of Products;
- receipt of funds (100% prepayment) to the Supplier's checking account;
- providing shipping details.
3.2. The shipment of Products must be made no later than 30 banking days from the date of fulfillment of all conditions stipulated in clause 3.1. of this agreement.
3.3. Each batch of Products is accompanied by the following documents:
- original invoice,
- specification,
- universal Transfer document (UPD),
3.4. The Products are delivered on the terms (Incoterms 2020) specified for each individual batch in the Specification, which is an integral part of this agreement.
3.5. The moment when the Supplier fulfills the obligation to transfer Products to the Buyer is the moment when the Products are delivered to the carrier's warehouse.
3.6. Upon acceptance of the Product, the Buyer verifies its compliance with the information specified in the transport and accompanying documents by name, assortment and quantity. The Buyer is obliged to send one copy of the UPD and the specification with a signature and seal to the Supplier within 7 (Seven) days from the date of arrival of the Product.
3.7. The Buyer undertakes, no later than 70 (Seventy) days from the date of delivery of the specified Products, to provide the Supplier with an application for the import of Products exported from the territory of the Russian Federation to the territory of the Republic of Kazakhstan, with a note from the tax authority of the Republic of Kazakhstan confirming the payment of VAT in full (or exemption from VAT in respect of Products, if any importation into the customs territory of the Republic of Kazakhstan), notification of acceptance or non-acceptance of tax reporting by the state revenue authority in electronic form, notification of confirmation of payment of indirect taxes.
3.8. Claims on the quantity of shipped Products are accepted within 10 days from the moment the Buyer receives the Products from the carrier.
3.9. Claims are reviewed by the Supplier within 10 days from the date of receipt. If the Supplier agrees with the claim, he will make additional delivery of Products within the time period agreed by the parties. If the Supplier does not agree with the Buyer's claim, he gives a reasoned refusal.
3.10. Products must be packaged and labeled in a manner that ensures safety during unloading, loading, reloading and storage.
3.11. The Supplier has the right to use the insurance mechanism to cover the risks associated with the performance of this Agreement. Payment of the insurance payment is made by the Buyer in the amount and on the terms of the carrier. The rules of cargo insurance are posted on the carrier's website.
4. QUALITY AND WARRANTY PERIOD OF THE EQUIPMENT
4.1. The Supplier guarantees that the supplied Products comply with the quality and current technical conditions. The quality of the Products is certified by the relevant certificate of the manufacturer.
4.2. A warranty period is established for the supplied Products in accordance with the technical documentation, at least 12 months from the date of receipt of the Products at the Buyer's warehouse.[AZ1]
4.3. Rejected Products during the warranty period must be returned to the Supplier in the manufacturer's packaging and packaging within 15 days from the date of drawing up the complaint report, accompanied by this act and a passport indicating operational data that does not comply with technical specifications.
4.4. Warranty obligations do not apply to defects caused by non-compliance with the rules of operation, maintenance, mechanical damage, improper storage and exposure to natural disasters.
4.5. The repair of Products that are not covered by warranty obligations is paid by the Buyer.
4.6. The shipment of serviceable Products to the Buyer instead of those specified in clause 4.5. is made and paid for by the Buyer.
5. RESPONSIBILITY OF THE PARTIES AND DISPUTE SETTLEMENT PROCEDURE
5.1. Disputes and disagreements that may arise during the performance of this agreement will, if possible, be resolved through negotiations between the parties. If it is impossible to resolve disputes through negotiations, they are subject to consideration in the Arbitration (Arbitration) Court of the Republic of Tatarstan.
5.2. In case of violation of clause 3.7. of this agreement, the Buyer pays the Supplier a fine in the amount of 20% of the amount of each batch of Products for which clause 3.7 of this agreement has not been fulfilled.
6. FORCE MAJEURE
6.1. In the event of circumstances of full or partial non-fulfillment by either party of obligations under this agreement arising directly or indirectly for reasons beyond reasonable control (force majeure), for example: natural disasters, wars, military operations of any kind, blockades, export and import bans, government decrees, etc., the deadline for the fulfillment of obligations under the contract is postponed in proportion to the time during which such circumstances will apply.
6.2. The party that is unable to fulfill its obligations under the agreement is obliged to notify the other party in writing by e-mail within 72 hours of the occurrence and termination of circumstances that impede the fulfillment of the agreement. These circumstances must be confirmed by an appropriate document from the Chamber of Commerce or other competent authority.
6.3. Failure to notify or untimely notification deprives the party of the right to refer to any of the above circumstances as grounds for exonerating from liability for non-fulfillment of obligations.
7. TERM AND PROCEDURE OF TERMINATION OF THE AGREEMENT
7.1. This Agreement comes into force from the moment of its signing and is valid until December 31, 2024, and in terms of settlements between the Parties until their full completion.
7.2. The Agreement may be terminated prematurely, with 30 (thirty) days written notice from the other party.:
- At the initiative of the Buyer, in cases where the Supplier refuses to fulfill its obligations specified in this Agreement.;
- On the initiative of Supplier in case of refusal or non-fulfillment The Buyer's obligations specified in this Agreement;
- By mutual agreement of the Parties, by drawing up an additional agreement;
8. FINAL PROVISIONS
8.1. This agreement is drawn up in Russian in two copies having the same legal force, one copy for each of the parties.
8.2. All additions and amendments to this agreement are valid only when they are drawn up in writing and signed by both parties. Neither party has the right to transfer its rights and obligations under this agreement to a third party.
8.3. The Parties recognize the legal force of the documents drawn up by the parties and transmitted by fax or electronic (E-mail) communication.
8.4. The Parties undertake to immediately notify each other in writing in the event of a change in the legal address, bank details, authorized representatives under this agreement and other conditions affecting the accurate and timely fulfillment of contractual obligations.
9. ADDRESSES, BANK DETAILS AND SIGNATURES OF THE PARTIES
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