CONTRACT №.

Ukraine, 16 October 2021

Kharkov region
Pervomayskiy
"TERRA" Limited Liability Company (Pervomayskiy, Kharkov region,
Ukraine), represented by Mr. Igor Ivanovich YASINSKY, director, acting on the
basis of the Charter on the one hand, and __________________________
(Algeria) represented by Mr. Bengenam Yassin, director, hereinafter jointly
referred to as the PARTIES, have concluded this contract:
1. SUBJECT MATTER OF THE CONTRACT.
1.1 Under the present contract, the SELLER undertakes to transfer to the BUYER
and the BUYER is obliged to accept and pay for the products received under the
terms and conditions of this Contract of Products.
1.2 The products shall be delivered and paid for in batches according to the
specifications of this contract as agreed upon and fixed by the authorised
representatives of the parties. A serial number shall be given to each specification.
Each specification shall become an integral part of this Contract as soon as it is
signed.
2. THE QUANTITY AND PRICE OF PRODUCTS. TOTAL AMOUNT
OF THE CONTRACT.
2.1. The name, unit of measurement, quantity of products in each batch to be
delivered under this Contract, as well as the price and currency of the Contract,
which are agreed by the parties additionally and specified in the relevant
specification of this Contract.
2.2 The currency used in this Contract is fixed - US dollars (USD).
2.3 The product manufacturer is the SELLER.
2.4. Products are delivered in parties.
2.5. The estimated value of the Contract is 300 000 US dollars 00 cents (USD).
3. PRODUCT QUALITY, PACKAGING AND LABELLING.
3.1 Product quality, packaging and labelling shall comply with the SELLER's
specifications for the product and the requirements of this Contract.
3.2 The following documentation shall be provided by the SELLER together with
the products:
- certificate of product origin;
- phytosanitary certificate;
- invoice;
- quality certificate from the manufacturer;
- packing list;
- customs declaration.
3.3 The products are packaged in boxes, crates and bags.
3.4 Packaging: (sacks, boxes, corrugated boxes, pallets) cannot be returned.
3.5 The responsibility for the marking of the product packaging lies with the
BUYER.
4. TERMS OF DELIVERY.
4.1 According to this contract the products shall be supplied by the SELLER
under the terms and within the deadlines stipulated in the Specifications of each
batch of products (according to the INCOTERMS version 2010).
5. HANDOVER-RECEIPT OF GOODS.
5.1 The SELLER shall check the quantity of the products delivered by the
SELLER upon their unloading by the BUYER. Quality shall be checked within
two days of the arrival of the shipment at its destination. If the products are found
to be of improper quality, the BUYER shall terminate the acceptance of the
goods, and further the acceptance will be performed by the BUYER together with
the representatives of the competent organisation of the SELLER's country.
5.2 The goods shall be deemed to have been sold by one party and accepted by
the other party:
a) by weight, according to the net weight indicated on the quality certificate;
b) by quality - in accordance with the quality certificate.
5.3 A complaint report/expert opinion, drawn up with the participation of a
representative of a competent independent organisation, to be agreed by the
Parties in advance, must be enclosed with the application for the quality of the
goods. The complaint report/expert opinion shall contain the following
information: product name, weight, sampling information, and detailed
description of defects.
5.4 If a shortage of Goods is detected, the Buyer shall summon the sender and the
SELLER to draw up a Statement of Representation. A Statement of quantity
acceptance, drawn up in the presence of an independent observer, shall be added
to the statement of the complaint about the quantity of the Goods. The Buyer may
not use the goods subject to the complaint without the consent of the SELLER.
5.5 The SELLER shall be entitled to verify the validity of the complaint on the
spot through its representative.
5.6 The said complaints shall be sent by the BUYER in writing to the SELLER
within ten days after unloading the products. The SELLER shall respond in
writing to the complaint of the Buyer within ten days from the receipt of the
complaint.
5.7 In case of satisfaction of claims related to the quality or quantity of the
products, confirmed by the complaint report/expert's report/the quantity
acceptance report, the SELLER shall compensate the SELLER for the cost of
low-quality or undelivered Goods in full.
5.8 If the quantity and quality of the Products is accepted in a manner different
from that agreed above, as well as if the SELLER fails to comply with the
deadline for sending the quantity and quality claims to the SELLER, the Products
delivered by the SELLER shall be considered accepted for quantity and quality
without any claims.
6. CONDITIONS OF PAYMENT.
6.1 Payment for the products delivered under the terms of this Contract and its
invoice shall be made by the BUYER in full on a 100% prepayment basis, unless
other terms are provided for in the specifications of the batch of PRODUCTS
supplied. The date of payment shall be the date the contract value is credited to
the SELLER's account.
6.2 Payment shall be made by transfer of the payment amount to the SELLER's
bank account specified in the reference details.
6.3 Pursuant to the terms of this Contract, payment for the products supplied may
be made by a neutral party instead of the SELLER.
6.4 Expenses related to the transfer of currency proceeds (the amount of
commission fees withheld by the corresponding banks for passing the payment
through their accounts) shall be made either at the expense of the payer (OUR),
or at the expense of the recipient of payment (BEN) or at the account of the payer
and the recipient of payment (SHA).
7. FORCE MAJEURE.
7.1 The Parties shall be relieved from liability for partial or full non-performance
of obligations under this Contract if such non-performance is caused by force
majeure circumstances which have arisen after the conclusion of the Contract and
also as a result of events of extraordinary nature the occurrence of which the Party
which has not fulfilled its obligations under the Contract in full or in part could
neither prevent nor foresee (force majeure).
7.2 The Party threatened by the non-performance or improper performance of its
obligations under the Contract shall notify the counterparty in writing
immediately (but in any event no later than three days after the occurrence of such
circumstances) and shall take all measures to avoid or minimise any possible
damage to it. The facts set out in the notification must be confirmed by the
Chamber of Commerce and Industry of the country concerned. Failure to notify,
as well as late notification, shall deprive the party of the right to invoke any of
the above circumstances as grounds for exemption from liability for non-
performance or improper performance of obligations under this Agreement.
7.3 Force majeure shall automatically extend the period of performance of the
obligations under this Agreement. If such circumstances extend beyond three
months, each Party shall be entitled to terminate this Contract and shall not be
liable for it provided it has given the counterparty three days' notice of
termination.
8. LIABILITY OF THE PARTIES.
8.1 If the parties fail to fulfil their obligations under this Agreement, the filing of
a complaint shall be mandatory.
8.2 The SELLER shall be entitled to verify the validity of the complaint on the
spot through its representative.
8.3 The complaint shall be submitted by the SELLER to the SELLER in writing
with delivery receipt requested and with supporting documents.
8.4.The SELLER shall consider the complaint and notify the SELLER of its
decision within 10 calendar days of its receipt.
8.5 In the event of non-performance or improper performance of the obligations
under this Contract, the guilty party shall compensate the other party for the losses
incurred, including loss of profit, in full, if these are documented.
8.6 If penalties are imposed on the SELLER by the state controlling authorities
for the violation by the BUYER of the payment terms for the Products, the
BUYER shall reimburse the funds paid by the SELLER for the penalty within ten
days from the date of notification to the BUYER.
8.7 If the Buyer fails to pay for the delivered Products when due, or fails to pay
in full, the Buyer shall pay a fine of 20% of the outstanding amount at the request
of the SELLER.
8.8 The period of limitation is 3 (three) years.
9. THE LAW WHICH APPLIES DURING THE PERFORMANCE OF
THE AGREEMENT AND THE DISPUTE RESOLUTION PROCEDURE
9.1 All disputes and disagreements which may arise hereunder or in connection
therewith shall be settled by negotiation between the Parties.
9.2. The dispute arising from this Agreement shall be submitted for consideration
and final decision to the International Commercial Arbitration Court at the
Chamber of Commerce and Industry of Ukraine in Kyiv, using the Rules of the
International Commercial Arbitration Court at the Chamber of Commerce and
Industry of Ukraine.
9.3 The Arbitration Court consists of one arbitrator. The language of the arbitral
proceedings shall be Russian. The decision of this Court (ICAC) shall be binding
and final for both Parties.
9.4. In all matters related to the execution of this Contract the Parties shall be
governed by the current substantive and procedural law of Ukraine, the
Convention on the Recognition and Enforcement of Foreign Arbitral Courts and
the UN Convention "On Contracts for the International Sale of Goods".
10. FINAL PROVISIONS.
10. Final Clauses.
10.1 All additions and amendments to the present Contract shall be considered
valid only if they are made in writing, signed by representatives of the Parties and
sealed by the seals of the Parties. Neither Party shall have the right to transfer its
rights and obligations under the Contract to third parties without the written
consent of the other Party.
10.2. This Contract shall enter into force at the time of its signing by the Parties
and shall remain in force until 31.12.2021, but in any event until the Parties have
performed their obligations in full.
10.3 The contract, specifications, invoices and other annexes to the contract sent
by e-mail shall have full legal force until the exchange of the originals, shall give
rise to rights and obligations for the Parties, may be submitted to
arbitration/judicial instances as proper evidence and may not be contested by a
Party if signed by the Parties and sealed by them.
10.4 This Contract may be prematurely terminated
- by agreement of the parties provided that the parties are not in arrears with each
other;
- in the event of non-fulfilment by either Party of the terms and conditions of this
Contract;
10.5. This Contract is issued in English and Russian languages with the same
content in each version. Priority in the reading, application and interpretation of
the terms of the contract shall be given to the Russian language.
11. ADDRESS AND BANK DETAILS OF THE PARTIES.
SELLER BUYER
TERRA LLC
Registered Office:
1-A Uchytelska St.,
Pervomaysky 64107, Kharkiv Region, Ukraine
SELLER: TERRA LTD USREOU 30150670
_________________
I.I. Yasinsky