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Subject of the Contract

1.1. Under the Contract the Seller shall supply and transfer the Goods into the Purchaser’s property in accordance with the quantity, assortment, quality, prices, terms of payment and terms of delivery specified in Contracts of Purchase signed between Seller and Purchaser which are an integral part of the Agreement (hereinafter together referred to as "Purchase Agreement", each a "Purchase Contract"), in the form attached hereto (Appendix #2 hereto) hereinafter referred to as Purchase Contract, (hereinafter referred to as the “Goods”). The Purchaser shall pay for the Goods supplied in accordance with Section 4 hereof.


1.2. The risk of accidental loss of or damage to the Goods shall be transferred from the Seller to the Purchaser in accordance with the terms, specified in Specification.

1.3. The Seller ensures that the Goods shall be supplied new, not under arrest or pledge and free from the rights of the third parties.



  1. Obligations of the Parties

2.1. The Seller shall:

2.1.
1. Supply the Goods to the Purchaser under the terms, stated in Contract and in accordance with the terms of Incoterms 2010 Regulations, if a corresponding term is stipulated for in the Purchase Contract, in accordance with the quantity, assortment, quality, prices, terms of payment and supply, as stated in the Purchase Contract.


2.1.2. Provide with the Goods a set of supporting documents, specified in Purchase Contrac.


2.1.3. Execute accepted under the Contract obligations for timely and due supply of the Goods, which quality, assortment, completeness and origin correspond to the requirements, specified in the Purchase Contract.

2.1.4. Do not transfer the rights and obligations under the Contract to the third party and/or do not change the Goods without written consent of the Purchaser.


2.1.5. Have all entitling and permissive documents, stipulated for in the acting legislation of the Republic of Kazakhstan with regard to the supplied Goods, with regard to own personnel. Seller shall protect and defend Purchaser from adverse consequences related to lack of permissive documents.


2.1.6. To reflect all transactions for performing services to the Customer in its tax accounting for VAT. In the case of secretion of transactions for performing services towards the Customer or absence of the Contractor according to the legal address during the  counter inspection by tax authorities, the Contractor shall compensate all amounts of VAT, eliminated from accounting or compensation according to the clause 5 and 6 of the Tax Code, in the volume of 1,5 times and shall sign up corresponding act of mutual calculations.   In this case basis, which tells about non-execution of its obligations on declaration of VAT amounts, shall be acts of counter inspections of the tax uathorities.


2.1.7 To comply with the currently effective Purchase Rules while performing the Contract. (Purchase Contract)

2.2. The Purchaser shall:

2.2.1. Examine and accept the Goods in accordance with article 5 of the Contract.

2.2.2. Effect payment for the Goods by a bank transfer into the Seller’s settlement account as specified in article 4 of the Contract.



  1. Responsibilities of the Parties

3.1. The Parties shall be responsible for non-execution or undue execution of their obligations under the Contract in accordance with the Republic of Kazakhstan legislation and provisions of the Contract.

3.2. In case of non-supply or delay in supply of the Goods or any of its parts or details in accordance with the Contract, the Seller shall pay a penalty at the rate of 0,5% of total cost of the Contract for each day of delay until the moment of delivery and handover to the Purchaser as specified in the Contract but not more than 10 (ten) % of total cost of the Contract.



3.3. In case payment for one or another approved for supply shipment of the Goods is effected in advance and thereby the supply of the Goods is not made within 30 (thirty) calendar days from the term of delivery stated in Purchase Contract, the Seller shall return to the Purchaser previously effected under the Contract prepayment and pay a penalty at the rate of 10 (ten) per cent from the total Goods cost within 3 (three) banking days from the expiration of 30 (thirty) calendar days from the term of delivery stated in the Purchase Contract.


3.4. In case of supply of low-quality or incomplete Goods, the Seller shall pay to the Purchaser a penalty at the rate of 1% from the cost of low-quality or incomplete Goods for every day of delay until elimination of the above. Thereby irrespective of payment a penalty the Purchaser has the right to request:



  • Adequate reduction of the purchase price;

  • Free of charge elimination of the Goods defects in terms acceptable for the Purchaser.

  • Reimbursement of the expenses for elimination of the Goods defects.

  • Replacement of the Goods that does not correspond to the Purchase Contract terms in terms stated in clause 7.1. of the Contract; or

  • Refuse the Contract execution and return the amount paid for the Goods within 3 (three) banking days from the moment of written notification about money return.



3.5. In case of infringement of the payment terms, stated in the Purchase Contract, the Purchaser shall pay a penalty at the rate of 0,1% from the amount of the delayed payment for every day of delay until full elimination of the debt but not more than 10 (ten) % from the delayed amount.

3.6. In case of short-delivery of the approved consignment of the Goods, Purchaser has right to refuse from the whole consignment or from short-delivered part of the Goods and impose upon the Seller penalties stipulated by cl. 3.3. of the Contract.



3.7. In case of infringement of the terms of money return into the Purchaser’s settlement account in accordance with clauses 3.3., 3.4. and 7.1. of the Contract the Seller shall pay a penalty at the rate of 0,5% from the amount of the effected payment for every day of delay until full elimination of the debt.

3.8. In the case, if the Seller did not provide the Purchaser with the signed Purchase Contract  in the terms, stipulated in the minutes of tender results, such Seller is considered to escape from the appropriate purchase contract conclusion.


3.9 In case of failure to meet deadline for submission of Local content report and (or) provision of false information in accordance with Section 11 hereof, Seller shall pay to Buyer as a penalty the amount equivalent to 5% of total value of Goods hereunder. Penalty payment shall release Seller from submission to Buyer of Local content report.


3.10. In case of Seller’s incompliance with Purchase Rules while performing the Purchase Contract, Seller shall pay to Buyer a penalty in the amount of 3% of total value of Purchase Contract for each case of such violation.

3.11. The seller must pay the buyer a penalty for failure to perform the obligations of the share of local content specified in the relevant contract of sale, in the amount of 5% of the total amount of the Treaty, and 0.15% for every 1% of unfulfilled local content of the total amount of the contract of sale but not more than 15% of the total amount of the Contract.


4. The Order and Terms of Payment

4.1. The price for the Goods is fixed and is not subject to change.


4.2. The terms of payment and the type of currency shall be specified by the Parties in the Purchase Contract.

4.3. Payment for the Goods is effected by a bank transfer into the Seller’s settlement account stated in the Contract.

4.4. At any time and at regular intervals the Purchaser has a right to deduct any or the whole sum payable by the Seller to the Purchaser under the present Contract or any other agreements between the Purchaser and the Seller, from any sum payable by the Purchaser to the Seller under the present Contract or any other agreements between the Purchaser and Seller,



4.5. Neither absence of the Purchaser’s request to refund the overpayment nor its negligence related to such deduction shall cause damage or eliminate the Purchaser’s claims against the amount payable to it. Any deduction of the amount less than the amount due shall not mean the consent and satisfaction or refuse from the requests or refuse from the right for the full amount owed by the Seller to the Purchaser.


4.6 In case the Seller submits an incorrect invoice, the Purchaser shall notify about it the Seller within 5 (five) calendar days. Settlements on disputable invoices shall be suspended until settlement of all disputes without any penal sanctions for payment delay.


4.7. In cases, when the Seller amends its invoices for the purpose to settle differences or provides the documents, required for justification of the invoice data, the period of time specified for payment as per Purchase Contract shall be valid from the moment of the correct invoice or required documents receipt.


5. Terms and conditions of delivery and acceptance of the Goods

5.1. Supply of the Goods shall be made in terms and on the terms stated in Purchase Contract.


5.2. Delivry of the Goods ahead of schedule shall be allowed subject to written consent of the Purchaser.

5.3. Aceptance of the Goods in accordance with the quantity, completeness and assortment shall be carried out according to the nomenclature stated in the consignment note and invoice, and in accordance with the quality – according to the standards and technical conditions of the Republic of Kazakhstan that stipulate requirements to the quality of the Goods supplied subject to otherwise stated in Purchase Contract.

5.4. Shuld any defects or incompleteness of the Goods occurred through the Seller’s fault is detected during transfer-acceptance of the Goods, the Purchaser in the presence of the Seller’s representative shall draw up a commercial act that shall be the basis for provision of any claim regarding the defects, short delivery, incompleteness, or non-conformity to the quality of the Goods.



6. Tare, Packing and Marking of the Goods

6.1. The packaging of the Goods shall be in accordance with normal industry standards or technical requirements and shall provide reasonable security of the Goods during transportation, storage, loading, offloading and also protection from atmospheric effects.


6.2. All boxes shall have the markings.

6.3. The Seller is responsible for damage to the Goods caused as a result of package crippling before the moment of the Goods transfer to the Purchaser in accordance with the Purchase Contract.


6.4. The Seller is responsible for damage to the Goods as a result of improper wrapping of the Goods irrespective if the Goods were transferred under the Purchase Contract.


6.5. The Purchaser shall not be responsible for return of packing to the Seller.


7. Guarantees

7.1. In case any defect shall be detected by the Purchaser within the guarantee period specified in an appropriate Purchase Contract (but not increasing the guarantee period of the Goods manufacturing plant), the Purchaser within the stated period shall send to the address of the Seller a claim for quality of the Goods in accordance with clause 8 of the Contract, and the Seller shall ensure the repair or full or partial replacement of the above Goods for its own account in term not more than 15 (fifteen) calendar days from the date of the above claim, or within 7 (seven) banking days from the date of the above claim shall reimburse the amount transferred by the Purchaser for the defected Goods supplied.

7.2. Guarantee of the Supplier shall not be spread on the case of normal wear of the Goods as well as on cases of damages due to non-observance by the Purchaser of Seller’s technical instructions and recommendations concerning storage of the Goods, its installation, operation and maintenance, as well as a result of improper or wrong execution of work on elimination of defects by the Purchaser carried out without agreement with the Seller.



7.3. The Seller shall reimburse all transport and other expenses born by the Purchaser due to replacement or repair of the Goods at the place of exploitation within the guarantee period.


7.4. The present provision of the Contract shall be applied in case the guarantee period is stipulated for one or another shipment of the Goods that is to be delivered under the Purchase Contract.


8. Claims

8.1. All the claims related to the Contract (Purchase contract) may be submitted by fax and should be confirmed by a registered letter within 10 (ten) calendar days from the moment of the reasons for their submission.

8.2. The Parties shall review the claim within 10 (ten) calendar days from the moment of the claim receipt and provide a reasonable reply.


9. Disputes settlement

9.1. The Parties shall settle all disputes and differences that may arise out of or in connection with the Contract (Purchase Contract) execution by negotiations in term not more than 30 (thirty) days from their start.

9.2. In case the negotiations shall not give positive results all disputes, differences, demands in connection with the Contract (Purchase Contract) or related to its infringement, termination, invalidity shall be solely and finally settled by judicial authorities of the Republic of Kazakhstan in accordance with the Republic of Kazakhstan legislation.


10. Force Majeure

10.1. Neither Party shall bear the responsibility for non execution or delay in the execution of any obligation under the Contract (Purchase Contract) if it is caused by the circumstances that are beyond control of the Party that has not executed its obligations including but not limited to natural disasters, fire, war, strikes and war actions, social commotions, embargo, or other actions that are beyond the Parties control (hereinafter referred to as “Force - Majeure) , for a period that starts from the date stated in notification about the start and finish or estimated date of the Force-Majeure finish sent by the Party that has not executed its obligations subject to the Party that has not executed its obligations shall take all reasonable measures to overcome the Force-Majeure.



10.2. The term of the obligations execution under the Contract (Purchase Contract) shall be automatically prolonged for a period of Force-Majeure. Should Force-Majeure last for more than 3 (three) months, each Party shall have the right to terminate the Contract (Purchase Contract) in regard to the Goods that are not delivered by submitting a prior 7 (seven) days before the expected date of the Contract termination written notification of the other Party. In case of the Contract termination the Seller shall reimburse the Purchaser the prepayment amount at the rate the Goods were not supplied at the moment of the Contract (Purchase Contract) termination without imposing any fines or penalties at the Purchaser.


11. Special Terms

Considering that Purchaser is a subsoil user, and following the laws of the Republic of Kazakhstan in force, commitment will be imposed on Purchaser to submit reports to the competent body, The Parties supplement the Contract with this Section as follows:


11.1. Following the RoK Government Decree # 965 dated 20.09.2010 “On approval of forms and Rules for compilation and submission of annual, mid-term, long-term programs for purchase of goods, works and services, reports of subsoil users on purchased goods, works and services and on compliance with staff local content commitment” Seller shall provide Purchaser with a statement on Goods local content, according to the from in compliance with Appendix #1 to the Contract. In the statement number of employees shall be specified as of the date of delivery of the Goodswith mandatory quantity of residents and non-residents, Seller shall specify the ratio of local staff salary fund from the total headcount.

In the case involving the Seller subcontractors for delivery of the Goods, the Seller shall ensure that sub-contractors of the above statement of the form number in accordance with Annex 1 to the Contract.

11.2. Seller shall be held responsible for fidelity of information specified by it in accordance with this Section.



11.3. Purchaser shall be entitled to check information specified by the Seller in accordance herewith, by sending requests to Seller as well as any organizations and institutions.


11.4. If the fact of non-fidelity of information provided by the Seller (subcontractor) in accordance herewith is revealed, Purchaser shall have the right to terminate the Contract (Purchase Contract) by sending Seller a written notice. Therewith, the Contract, (Purchase Contract) with regard to subsequent compliance with contract commitments, shall be deemed terminated from the moment of receipt by Seller of the written notice, with regard to mutual settlements on commitments complied with as at the moment of receipt of notice, Contract (Purchase Contract) will be valid until completion of settlements.


11.5. The seller, in the case of local content requirements in the relevant Purchase Agreement, the Buyer must provide a notarized copy of certificate (s) of origin for internal circulation on the day of signing the sales contract, confirming the origin of the territory of the Republic of Kazakhstan, the appropriate nomenclature ongoing procurement , with the exception that the volume of the goods specified in the certificate was less than the amount of goods supplied under the contract.



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