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Contract sell & purchase /contract of sale of goods

Contract nr. 1234/19…

Signed/ concluded today, 4 January 19… between undersigned:

• GENERALEXIM SRL, with headquarters in Light Boulevard nr. 3, Bucharest,
sector 1, Romania (registered in the Register of the Commerce under nr.
A/1200/1992) represented by Mr. I. Ionescu, hereinafter referred to us as
“Seller”, on one hand and
• UNIVERSAL TRADE INC, with headquarter at New York 15 Ave, 100 Suite,
Bayside, NY 11100, USA (registered in Register of Commerce under nr.
5000/1980) represented by Mrs. John A Johnson hereafter referred to us as
“Buyer”, on the other hand whereby it is agreed :

Specified terms and conditions clauses here in, Seller sold is agreed to deliver to the
buyer and is agreed to accept/to take the following merchandise:
Art.1 The Object of the Contract
Aluminium – 99,5 Al., as lingots, on sizes 400x100x100mm and 500x100x100 mm.
Art.2 Quality
100 tonnes lingots on the whole, of which 500t of 400x100x100mm and 500t of
500x100x100mm, referred to as “merchandise” (or goods).
2.a The seller shall not be allowed to deliver the merchandise with an allowance
higher than ± 5% as reported to the above mentioned quantities for each dimension/
2.b No partial deliveries are allowed (admitted) / Partial deliveries are not allowed.
Art.3 Quality
Aluminium A5 – according to the DIN norms (Germany).
Quality – According to the annexed Certificate of Quality, issued by SLATINA SA the
manufacturing unit, which shall accompany the merchandise to the destination. The
Certificate of Quality shall be issued in 3 forms/copies, as follows:

• one form/copy shall be annexed to/be enclosed to with the payment document
• one copy shall be annexed to the documents accompanying the transport
• one copy shall be express air mailed to the Buyer when the merchandise by
registered mail in the moment in which the goods are dispatched or are handed
over to the transport agent.

Art. 4 The price
The unitary price of 1000$/tonne (for each size), that is/namely a total value of 1
million dollars, FOB Constanta, together with the packing
Art.5 The packing
The Seller must take all precautions and to make sure that the merchandise is properly
packed. The packing consists of controlled resistance wooden pallets and must ensure
the integrity and protection of merchandise during all/throughout transportation, to the
final user.
Art. 6 The delivery
The delivery condition is FOB Constanta, according to INCOTEMS 1990.
The Seller undertakes to deliver the merchandise in the quantity and of the quality
stipulated herein in the present contract (according to the sample shown to the
purchaser). The delivery date is deemed to be the 15th of April 19…
The Seller shall notify the Purchaser by telex or fax until the 15th of March 19… at the
latest, that the merchandise is ready for loading. Within 48 hours from the delivery
date the Seller shall notify through fax or telex to the Buyer the following details
regarding the shipping’s details/the goods’ dispatch details: contract number,
destination, ship’s name, delivery/loading date, the merchandise’s description, the
number of parcels for each size, the netto/gross weight, the merchandise’s value and
the number of instructions given by Navlomar (the forwarding agent of the Seller).
The delivery of the merchandise is effected according to the Navlomar Bucharest
instructions received from its correspondent from the unloading port.
The Seller does not deliver the merchandise on board of the ship, for the advised
positions, all the expenditures/expenses resulting from this shall be bared by the
Seller./the seller shall stay for it.
The Purchaser shall notify by telex or fax the arrival date into the loading port
Constanta, 7 days in advance and shall make the final notification with an advance of
24 hours before the arrival of the ship.
In case of failure of notification or of a delay in the ship’s arrival later than the
established date, the Seller shall be entitled to extend the delivery term accordingly
and all the supplementary/overtime expenses shall be born by the Buyer/on the
Buyer’s account.
Art.7 Payment conditions
The payment of the merchandise shall be effected by un irrevocable document within
15 days from the date when the Seller has been notified by fax or telex that the
merchandise was ready for shipment.
The document is valid for 30 days from the opening date for the delivery and 45 days
for the creation of the documents.
The same terms shall apply to any adjustments of the document or any increase of it’s
The document shall be paid cash after providing the following documents:

1. the commercial invoice, in 5 copies for UNIVERSAL TRADE INC. – New
2. details for delivered goods
3. the packing list in 5 copies;
4. a full set of original bills of lading, 3/3, “shipped”, “on board”/under the deck,
issued on promissory note… and endorsed at the order of the Romanian Bank
of Foreign Trade, loaded in Constanta with transport payment in advance (bills
of lading with an affreightment contract – allowed; reloading – allowed;
partial deliveries – not allowed);
5. the Certificate of quality issued by the manufacturer, copy;
6. the photocopy or the copy of the export license or the note of the Seller on the
mercantile invoice that no such license was necessary;
7. the Seller’s confirmation through which it is certify that on the loading date
one copy of the invoice and of the quality certificate have been air mailed to
the Buyer;
8. a photocopy of the communication fax or telex sent within 48 hours time from
the delivery, according to the art. 6 mentioned above.
The banc expenditures for the initiation and the usage of the document shall be paid
by the Buyer.
The banc expenditures for the modification of the document shall be paid by the
The Buyer shall stay for the expenses for a modification of the document only if the
delayer is due to an incorrect description or in the case of an increase in the value of
the document.
All the other conditions shall be conserving the International Chamber of Commerce
Brochure 500/1993, ref. to the document.
Art.8 Reception of the merchandise
The quantitative and the qualitative reception of the merchandise must be made within
maximum 5 days time from the arrival of the merchandise at the Buyer, according to
the contract.

1. the quantitative reception shall be completed through weighing and stated
through a delivery/reception minute, certifying the weight, and also the
shortage, by the representatives Buyer and repose well as the Seller;

1. the qualitative reception shall be made through a control certificate issued by a
neutral organisation.

The quality control shall be effectuated according to the conditions stipulated in the
The merchandise or the pieces of the merchandise found unsuitable at the qualitative
reception shall be returned to the Seller within 7 days from the reception date, on his
charge, or the particular merchandise shall be used but only with an express
agreement of the Seller.
The above mentioned term may be prolonged on both sides agreement.
Art.9 Claims
The Buyer can file claims to the Seller as follows:

1. Quantitative: within 15 days as from the date the merchandise has arrived at
the final destination, on the bases of the minute mentioned on art.6a.
2. Qualitative: within 30 days as from the date of the arrival of the merchandise
to the final destination/ under the control certificate issued by a neutral
organisation, according to art. 6a.
3. For the quality deficiencies/flaws due to unknown caused by hidden causes
occurred during the period of normal usage of the merchandise, claims shall
be presented within 15 days as from the date of their appearance and shall be
accompanied by one of the following documents issued by an authorized
organisation: the inspection certified, the control certificate, the analyses
bulletin and the sample, as the case may be.

Within 15 days as from the date of receiving the claim, the Seller must notify his point
of view, letting him know his opinion about the claims to the Buyer.
Within the same period, the Seller shall communicate his wish to see the claimed
goods, and if this is the case, the inspection shall be made during the time when the
goods are kept at his disposal.
The settlement period is of 30 days as from the date it has been started, and it shall
consist either in granting a discount of the value of the claimed goods, or in replacing
these goods, or in reimbursing the equivalent contra value of the missing quantity, or
by other means of settlement agreed upon by both sides.
If the Buyer fails to notify the Seller about his claims, within the period established by
the contract, he shall be entitled to claims as in the case of a minor break of the
In addition to the settlement to the already mentioned claims, the Buyer shall be
entitled to compensation for damages – interests and penalties.
Art.10 Penalties
The Parties have agreed upon the following penalties which shall apply if the
obligations are not respected: (in the case of not complying with the obligations)

• In the case of substantial quantity (quality claims, supplementary over the
discount), the replacement of the claimed goods, the Seller shall stay for the
penalties for not delivering on time, in the percentage established by contract
for delays in delivery.

Penalties shall be calculated from the date of the delivery, according to the contract,
until the date of granting the discount or of the delivery/replacement of the claimed
- For delays in deliveries penalties shall be calculated and deducted/written of of the
amounts as follows that are to be paid to the Seller
- 0,05% per day for the first 15 days;
- 0,08% per day for the following 15 days;
- 0,12% pr day foe delays over 30 days.
Penalties are calculated from the value of the delayed lots and are irreducible.
For delays over 30 days the Buyer is entitled to call off to the nondelivered
merchandise and to ask for damages from the Seller.

• for nondelivered of the quality certificate, according to the provisions from the

The Seller shall pay the same penalties as for the delivery delays.
Penalties shall be paid by the Seller at the first request of the Buyer and shall be
deducted/written of of the amount owed by the Buyer, to the Seller.
This clause doesn’t rule out the total coverage of the damages suffered by the Buyer.
Art.11 Force Majeure

1. Force Majeure represents all the events and/or the situations that get out of the
control of the party that call upon Force Majeure and which are unpredictable,
irremovable and that appear after that the contract has been signed, preventing
and totally or partially delay in the completion of the contractual obligations
(accidents, energy crises, fire, floods, civil movements, government acts,
natural phenomena, wars, revolutions, transport delays etc).
2. If a situation qualified as Force Majeure stops or partially or totally delays the
accomplishment of the contractual provisions, the affected party shall be
exonerated of the responsibility during the period which Force Majeure had
been applied.
3. Each party shall do all in its power for reducing as much as possible the delays
due to Force Majeure.
4. The party which is in the impossibility of completing its contractual
obligations, must notify by telex or fax the other party, and within 5 days it
shall make the notification and shall confirm by registered letter the existence
of the events or the situations qualified as Force Majeure, also sending an
official document issued by the Chamber of Commerce or by another
authority with a similar authority, which shall certify the details of the facts, of
the date and the notified settings. The same practice and notification mean
applies also for the closing stage of the Force Majeure situation.

If the notification and the confirmation of the beginning and the closing stage of the
Force Majeure situation isn’t completed within the established terms, the party
neglecting this procedure is responsible for the damages created to the other party
because of this omission.

5. When receiving the notification and the above mentioned confirmation, the
two parties shall consult each-other and shall decide within 15 days, upon the
actions and the measures that are imposed in the interest of both parties in
order to limit and prevent the effects of the situation of Force Majeure.
6. If the situation of Force Majeure has been correctly been notified and justified
to the other party and the obligations of the two parties shall be automatically
prolonged for a period equal to the one justified by Force Majeure.
7. If the parties don’t come to an agreement within 30 days from the notification
of Force Majeure for the clarifying of their contractual relationships, the party
in regard to which Force Majeure has been notified and justified has the right
to cancel the contract by a registered letter, without any other formality.

The parties shall establish the consequences of the cancellation of the contract
according to their will and/or according to the legal provisions that govern the

8. For any delay and/or failure to fulfil the contractual obligations by any of the
involved parties, as a result or consequence of the Force Majeure, notified and
justified according to the above, none of the party shall be entitled to demand
for penalties, interests or compensations to affected party.
9. The situation of Force Majeure shall not release the parties of the payment of
obligations of the delivered goods and of the services rendered the date the
Force Majeure occurred.

Art.12 Arbitration
All possible conflicts/litigation/disputes resulting from the present contract or related
to it in relation to this one and that the parties can not be solved amiably shall be
solved by arbitrage, excluding the ordinary Courts of Justice./unless otherwise
stipulated by agreements or governing conventions.
The decision of the Arbitrage Commission is final and revocable.
The parties agree that the present contract to be governed by the Romanian law and
undertakes to carry out with no delay the decisions taken by the Arbitrage
Art.13 Other clauses
1. The Seller must obtain the export licence (if necessary) on it’s own
expenditures, licence which should allow him the fulfilment in time and in
good conditions of its contractual obligations in order to avoid the damages’
2. The contract can be changed in writing before or during its carrying on on
both parties agreement.
3. The Buyer in entitled to report the goods which are the subject of the present
4. This contract comes into force only after its confirmation by the Buyer within
15 days from its signing.
5. All the negotiations and the correspondence carried out before the signing of
the contract and which is contrary to its provisions are null and void.
6. All the correspondence between the parties, subsequent to the close of the
contract, shall be carried out in the contract’s language or, in special case, in a
widely used language in the international trade.

The contract has been concluded in 3 copies, all having the same validity date, in
Bucharest, Romania.
Seller…. Buyer….
Obs: As the present mode of contract stipulate that the document shall be opened
within 15 days from the date of the announcement by the Seller that the merchandise
was ready for delivery, there is a risk for the Seller that the goods without having the
certain of its taking over and payment by the Buyer.
As a result, such a contract is recommended to be signed with traditional Buyers with
an appreciated seriousity and credibility /earnestness.
Power of Attorney(PA)

The undersigned….
In capacity of…
Of the …. company….
I here by authorise the company…
Having the headquarters in….
Represented by….
Hereinafter referred to as the Mandatory, that on behalf of/for our company to begin
the procedure of complying with/carrying out the formalities required by the law for
obtaining Patents of Invention, Patents of Improvement and Author Certificates on
behalf of our company.
For this purpose the Mandatory shall be allowed to pay, to withdraw and recall the
taxes/fees, shall receive the correspondence or any kind of papers or documents and
shall sign on behalf of our company whenever it’s necessary, representing it for all the
formalities which are necessary according to the law and the regulations in force, at
its headquarters.
The Mandatory is also authorised to appear and plead for or in the name of our
company in front of all Courts of Justice, to take notice of all the terms in the Court,
to register assignments and to ask their authentication, in one word, to represent our
company during the whole duration of the patterns, both in front of the entitled
authorities and before any third parties.

Made this day….in…copies