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А. 1) Whenever used in this Agreement, unless there is something in the subject matter of context of their use inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows...

2) «Purchase Price» means the purchase price to be paid by the Buyer to the Seller for the Purchased Goods as provided in Section 4.1 hereof [as adjusted, if necessary, pursuant to Section 3.3 hereof].

3) The use herein of the word «including», when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific terms or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as «without limitation», or «but not limited to», or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

4) This Agreement shall be governed and construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods supplemented by the law of the State of______________, USA.

5) The Court and the authorities of the [State of New York] shall have jurisdiction over all controversies which may arise under or in relation to this Agreement, especially with the respect to the execution, interpretation and compliance of this Agreement, the Parties hereto waiving any other venue which they might be entitled by virtue of domicile, habitual residence or otherwise.

6) Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States currency.

7) Each Party agrees that it shall act so as to implement, to its full extent, the provisions of this Agreement and in all respects use its best endeavours and take all such steps as may reasonably be within its power so as to comply with and act in a manner contemplated by the provisions of this Agreement and so as to implement to their full extent the provisions of this Agreement, and to extent, if any, which may be permitted by law, shall cause its respective nominee, directors, agents and employees, if any, to act accordingly.

8) The Parties covenant and agree to conduct their affairs in accordance with the provisions of this Agreement and to take no action which would constitute a contravention of any of the terms or provisions of this Agreement.

9) The Seller agrees to sell to the Buyer and the Buyer agrees to buy from the Seller [identification of the Purchased Goods ordered, including, if applicable, model number].

10) The Buyer shall obtain any required _________ export license and any required import license or any other governmental authorization, permit and satisfy all formalities as may be required to carry out the terms of this Agreement in accordance with the law and regulations.

B. 1) All deliveries of the Purchased Goods shall be CIF Saint-Petersburg. Unless otherwise provided in this Agreement, CIF shall be construed in accordance with INCOT-ERMS 1990 of the International Chamber of Commerce.

2) Delivery times are approximate and are dependent upon prompt receipt by the Seller of all material and information necessary to produce and/or supply within the scheduled time.

3) If the Seller fails to meet the shipment schedule as to any shipment, the Buyer may, at its option and to addition to all other rights it may possess, cancel this Agreement, purchase elsewhere, and hold the Seller accountable for all additional costs or damages incurred.

4) Note that this is a lump sum clause. Depending on the circumstances, it may be appropriate to have a separate price (i. e., equipment vs. labour price), estimated prices, bonus charges, a currency clause linking the price to the exchange rate, price escalation provision or hardship clause which specifies the maximum amount of price escalation which permits the Seller to renegotiate or terminate the contract.

5) Drafts shall be drawn at sight against presentation of shipping and title documents covering each shipment CIF Saint-Petersburg in conformance with this Agreement and the terms of the letter of credit.

6) The Buyer shall request the opening bank to effect any such amendments to the letter of credit by notifying the advising bank by [telex or telecopy]. The Seller agrees to confirm the acceptance of the initial letter of credit to the advising bank and of any amendments thereto made in conformance with this Agreement within [_________] days of telex advice by the advising bank to the Seller.

7) The Buyer has obtained the appropriate government approval of ______ required for the Buyer to enter into this Agreement permitting the Buyer to make payments to the Seller for the Purchased Price of the Purchased Goods in United States dollars in the United States.

8) The Buyer shall be solely responsible for and shall pay, or reimburse the Seller for, all taxes, duties, import deposits, assessments and other governmental charges, however designated, which are now or hereafter imposed under or by any governmental authority or agency.

9) The Buyer has the right, at its expense, to engage an independent inspection organization, to inspect and/or test the Purchased Goods prior to shipment. The Seller shall provide all reasonable facilities and assistance for the safety and convenience of such inspectors in the performance of their duties.

10) In the event that the Buyer is not satisfied with either the Purchased Goods being produced at the time of such inspection or with the said production samples, the Buyer shall notify the Seller in writing of its dissatisfaction. The Seller shall immediately seek to cure any such dissatisfaction.

C. 1) The warranty section, if included, is an extremely sensitive negotiated provision. Obviously the Seller will want a «bare bones» minimal approach while the Buyer will want an extensive warranty.

2) The Seller warrants that all of the Purchased Goods delivered hereunder will be merchantable, of good material and workmanship and free from defect.

3) This warranty shall survive any inspection, delivery or acceptance of any Purchased Goods, and payment thereof by the Buyer and any inspection or certificate by an independent inspection organization.

4) The Seller's obligations under paragraph _____ above shall not apply to any Purchased Goods, or part thereof, which is not properly stored, installed, used, maintained or repaired, or is modified other than pursuant to the Seller's instructions or approval.

5) If any of the Purchased Goods or part thereof fails to meet the foregoing warranties (except as to title), the Seller shall repair same or, at its option, replace same in either case [INCOTERM] on the same basis as described in Section 3.

6) With respect to any of the Purchased Goods not manufactured by the Seller (except for integral parts of the Seller's Purchased Goods, to which the warranties set forth above shall apply), the Seller gives no warranty, and only the warranty, if any, given by the manufacturer shall apply.

7) The Buyer agrees to defend, protect, indemnify and save harmless the Seller from any loss, damage or injury arising out of a claim, suit or action at law or in equity for actual or alleged infringement because of the sale of such Purchased Goods, and to defend any such suits or actions which may be brought against the Seller.

8) In the event that either Party is entitled to recover damages under this Agreement, such damages shall not include incidental damages as defined in [Section 2-710 of the Uniform Commercial Code or the United Nations Convention on Contracts for the International Sale of Goods, Article 74.

9) The following shall constitute events or conditions of Force Majeure: acts of State or governmental action, orders, legislation, regulations, restrictions, priorities or rationing, riots, disturbance, war (declared or undeclared), strikes, lockouts, slowdowns, prolonged shortage of energy supplies, interruption of transportation, [inflation beyond the rate of_____], embargo [inability to procure or shortage of supply of materials, equipment or production facilities], prohibition of import or export of goods covered by this Agreement, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion.

10) Upon giving written notice to the other Party, a Party affected by an event of Force Majeure shall be released without any liability on its part from the performance of its obligations under this Agreement, except for the obligation to pay any amounts due and owing hereunder, but only to the extent and only for the period that its performance of such obligations is prevented by the event of Force Majeure.

11) Either Party hereto may terminate this Agreement at any time by giving notice in writing to the other Party, which notice shall be effective upon dispatch, should the other Party file a petition of any type as to its bankruptcy, be declared bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or otherwise lose legal control of its business, or should the other Party or a substantial part of its business come under the control of a third party.

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