Part 3.

CONTRACT

Moscow

“_____” _________________ 20____ г.

hereinafter referred to as the Sellers, on the one hand and ____________________________, hereinafter referred to as the Buyers, on the other hand have concluded the present Contract as follows:

1. Subject of the Contract

The Sellers have sold and the Buyers have bought on (FOB)_________________________________ (port) basis the goods to the amount of ____________________________ in the quantity, assortment, at prices and according to technical conditions as stated in Supplements N 1,2… which are the integral part of the present Contract.

2. Price and Total Amount of the Contract

The prices for the goods are fixed in __________________________

(currency)

and are to be understood _______________________________ (FOB, CIF…) packing and marking included.

The Total Amount of the present Contract is ______________________.

6. Dates of delivery

Delivery of the goods under the present Contract should be effected within the dates stipulated in the Supplement N ____ to the present Contract.

The data of the Bill of Lading and/or the date of frontier station stamp of the Sellers' country stated in (rail-)way bill to be considered as the data of delivery.

4. Quality of the goods

The quality of the goods should conform to the technical conditions stated in the Supplement N __ .

7. Packing and Marking

Tare and inner packing should secure full safety of the goods and protect the goods from any damages during transportation by all kinds of transportation means taking into consideration transshipments.

Each case is to be marked with indelible paint as following:

Case N. __________________________

Contract N. ______________________

Consignor ________________________

Consignee ________________________

Gross weight _____________________

Net weight _______________________

6. Delivery and Acceptance of Goods

The goods shall be considered as delivered by the Sellers and accepted by the Buyers:

in respect of quality - according to the Certificate of Quality issued by the Seller; in respect of quantity - according to the number of cases and weight as shown in way-bill or Bill of Lading.

7. Payment

Payment for the goods delivered is effected in ________________________

under an irrevocable, confirmed divisible Letter of Credit established by the Buyer with the Bank ________________________________________________

The Letter of Credit to allow transshipment and partial shipment and to stipulate that all the expenses connected with the opening and the extension of the Latter of Credit and any other banc charges to be for the Buyers' account. The Letter of Credit is to be valid for _______ days.

The terms and conditions of the Letter of Credit should correspond to the terms and conditions of the Contract; the terms which are not included in the Contract to be not inserted in the Letter of Credit.

The Letter of Credit to be available against presentation of the following documents:

8. Full set of clean on board Bills of Lading issued in the name of ________________________________________________________________

(Buyer)

for shipment of the goods to ___________________________________

(destination port)

2. Invoice in triplicate;

3. Specification in triplicate stating Contract N., Numbers of shipped cases;

4.Quality Certificate issued by the Seller in duplicate confirming that the quality of the goods corresponds to the conditions of the present Contract;

5. Master's Receipt confirming the receiving for delivery of 4 non-negotiable copies of Bill of Lading and 4 copies of specification together with the goods.

The Sellers should submit the above- said documents to the Bank for payment within ___________________________________ days after loading of the goods.

Should the Seller fails to do this he is to bear the expenses for prolongation of the Letter of Credit.

8. Claims

Claims in respect of the quantity in case of shortage inside the case may be submitted by the Buyers to the Sellers not later than ________ days and in respect of the quality of the goods in case of non-conformity of same to that stipulated by the Contract not later than ______ days after the arrival of the goods at the port of destination.

Contents and ground of the claim should be certified either by Expert's Report or by a Report made up with the participation of a representative of an uninterested competent organization.

The Sellers should consider the received claim within _____ days counting the date of its receipt. In case of no reply from the Sellers after expiration of the said date the claim will be considered as admitted by the Sellers.

The Buyers have the right to return to the Sellers the rejected goods for their replacement by the goods of proper quality.

All the transport and other expenses connected with delivery and return of defective goods are to be paid by the Sellers.

9. Arbitration

All disputes and differences which may arise out of the present Contract or in connection with the same are to be settled without application to State courts by Arbitration Court at Chamber of Commerce, Moscow in accordance with the Rules of procedure of the above Court the awards of which are final and binding upon both Parties.

10. Force-majeure

Should any circumstances arise which prevent complete or partial `ulfillment by any of the Parties of their respective obligations under the present Contract, namely: fire, acts of God, war, military operations of any kind, blockade, prohibition of export or import or any other circumstances beyond the control of Parties, the time stipulated for the fulfillment of such obligations shall be extended for the period equal to that during which such circumstances will remain in force.

Should the above circumstances continue to be in force for more than _____ months, each Party shall have the right to refuse any further `ulfillment of the obligations under the Contract and in such case neither of the Parties shall have the right to make a demand upon the other Party for the compensation of any possible damages.

The Party for whom it becomes impossible to meet their obligations under the present Contract, shall immediately advise the other Party as regards the beginning and the cessation of the circumstances preventing the `ulfillment of their obligations.

The certificates issued by the respective Chamber of Commerce of the Sellers' or of the Buyers's country shall be sufficient proof of such circumstances and their durability.

11. Other Conditions

All dues (including port and dock ones), taxes and customs duties levied in the territory of the Sellers' country connected with execution of the present Contract are to be paid by the Sellers and for their account.

The Seller is bound to obtain Export Licenses if such are required.

From the moment of signing the present Contract all the previous negotiations and correspondence connected with same are null and void.

None of the Parties has the right to assign their right and obligations under the present Contract without written consent of the other Party.

Any amendments and supplements to the present Contract are valid only if made in writing and signed by duly authorized representatives of both Parties.

The present Contract is made up in two copies both having the same value.

12. Legal Addresses of the Parties

____________________________

____________________________

____________________________

Short Form of Power to Manage a Business

The citizen of __________ Mr. ___________ residing at ____________ is hereby given the authority to take charge of the business of the undersigned ____________________, organized and existing under the laws of _________________ which is located at ______________________ as ____________ (General Manager or Other).

In managing the business, the General Manager has the authority to:

1. Buy and sell all articles and property that are used in connection with the business;

2. Sign any and all checks, notes, drafts, bills, commercial paper and documents related to the business;

3. State accounts and prosecute, collect, or settle all claims due, that exist or may arise in connection with the business;

4. To buy, sell, pledge or mortgage any notes, bonds, leases, contracts, security agreements and mortgages that are connected with the business;

5. Do all other acts of management that are in connection with running the business.

6. The rights, powers, and authority of the General Manager any and all of the rights and powers herein granted shall commence and be in full force and effect on (date) and shall remain in full force and effect until (date) or unless specifically extended or rescinded earlier by either party.

Dated __________ at _________________________

{signature, commercial stamp}

Power of Attorney (general form)

I, <…> of <…>, hereby appoint <…> of <…>, as my attorney in fact to act in my capacity to do any and all of the following: 

________________________________________________
________________________________________________
________________________________________________

(DESCRIBE THE EXTENT OF AUTHORITY YOU ARE GIVING TO YOUR ATTORNEY-IN-FACT)

The rights, powers, and authority of my attorney in fact to exercise any and all of the rights and powers herein granted shall commence and be in full force and effect on <date> and shall remain in full force and effect until <date> or unless specifically extended or rescinded earlier by either party. 

Dated <date> at _________________

BEFORE ME, the undersigned authority, on this <..> day of <month>, 200_, personally appeared to me well known to be the person described in and who signed the Foregoing, and acknowledged to me that he executed the same freely and voluntarily for the uses and purposes therein expressed.

WITNESS my hand and official seal the date aforesaid. 

NOTARY PUBLIC 

My Commission Expires <date>

BIBLIOGHRAPHY

1. Financial Accounting sixth edition/ Kermit D.Larson University of Texas - Austin Paul B.W.Miller University of Colorado-Colorado Springs. IRWIN, Chicago Bogota Boston Buenos Aires Caracas London Madrid Mexico City Sydney Toronto, 1995. - (pp. 185-207.)

2. Back to Basics/ The Economist// March 9^th, 2002. - (pp. 3-4.)

3. http:// www.imf.ru