Professional Documents
Culture Documents
22/11-09
01 . 11.2021
OLMINAX TRADING Ltd. (hereinafter - the Seller), represented by Konstantins Sceglovs, on the one
hand and ENRIX TRADE UG (hereinafter - the Purchaser), represented by director Jevgenijs Judenko. on
the other hand both the parties here to referred to as the Parties and individually - the Party made the present
agreement (hereinafter referred to as the Agreement);
5. Handover of products
5.1. Handover of the products shall be documented by a handover certificate. The Parties confirm
that a waybill or an invoice countersigned by the representatives of the Parties simultaneously shall be a
handover certificate.
5.2. By transferring the Products to the Purchaser's possession, the Seller shall fully and carefully
inspect compliance of the Products with the requirements laid down in the Agreement.
5.3. The Seller shall ensure safety of the Products during loading, transportation, unloading and
handover procedures. The Seller shall load / unload the Products to / from a vehicle by following the
requirements applicable to this type of procedures.
5.4. The title to the products shall be vested on the Purchaser as of the moment of actual handover
of the Products and signing on a VAT invoice.
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6. Rights and liabilities of Parties
6.1. Rights and liabilities of the Seller:
6.1.1. The Seller guarantees that on the moment of handover of the Products to the Purchaser’s
possession, the Seller has full title to the Products free from any claims or rights of any third parties; the
Products have not been seized and there are no any pending legal disputes in respect of the Products. The
Seller's title to the Products has not been encumbered or restricted by any material rights or liabilities; the
right to dispose of the Products has not been deprived or restricted; there are no any public law violations or
restrictions, which might have any impact on the Purchaser’s title to the products;
6.1.2. The Seller has a duty to perform its liabilities properly and to deliver the Products to the
destination in full compliance with the Agreement.
6.2. Rights and liabilities of the Purchaser:
6.2.1. If the Seller has properly delivered the Products to the destination in full compliance with the
Agreement, the Purchaser shall pay the price agreed upon herein within the terms and conditions laid down
in the Agreement.
6.3. If it becomes evident to the Purchaser that the batch of the Products contains non-quality
products, the Purchaser is entitled to issue a non-compliance certificate and to return the delivered batch of
the products to the Seller. If this is the case, the Supplier shall immediately replace non-quality Products by
the Products of adequate quality at its own expense.
7. Liability
7.1. The Parties shall perform their contractual duties in a timely and adequate manner. In case of
failure to perform or late performance of the contractual duties by either Party, the guilty Party shall
compensate the other Party's losses.
7.2. The Parties agree on limited liabilities against each other, meaning that neither Party is entitled
to claim compensation of indirect damages, except for the cases where the limitation of liability is prohibited
by applicable laws.
7.3. If the Seller fails to deliver ordered products in a timely manner or delays performance of its
warranty liabilities, the Purchaser shall be entitled to claim a contractual penalty at the rate of 0.001 % of
any due amount for each day of delay in delivery of the Products or in performance of warranty liabilities.
7.4. If the Purchaser delays payment for the Products, the Seller shall be entitled to claim a
contractual penalty at the rate of 0.001 % of the overdue amount for each day of delay.
7.5. Payment of contractual penalties does not release the Parties from the performance of
contractual liabilities.
7.6. If either Party fails to perform its contractual duties or performs the duties in a faulty manner,
the Party shall be liable in every instance, if the Party fails to prove that such non-performance or inadequate
performance of the duties resulted from Force Majeure circumstances, governmental acts or activities of any
third party. If the Party can successfully prove that its failure in performance of contractual duties resulted
from any of the circumstances referred to in this article, the Party shall be fully or partially released of
liability for non-performance.
7.7. If for the purposes of this Agreement the Party engages third parties, the Party shall be liable
against the other Party for the failure by the third party to comply with the requirements of the Agreement.
10. Miscellaneous
10.1. Any disputes arising out of the present Agreement shall be handled by way of negotiations. In
case of failure to come to an agreement,
the disputes shall be handled by way set forth in the legislation of European Community
10.2. The agreement is made in two copies having equal legal power one copy to each Party hereto.
10.3. The Agreement, its conclusion and provisions are of a confidential character and the Parties
shall not disclose them to any third parties. Moreover, the Parties agree to keep confidential and not to
disclose to third parties any information accessible to the Parties in the course of the implementation of their
duties assumed hereunder, except for the cases, where particular institutions are entitled to get access to the
content of this Agreement.
10.4. The Parties agree that the confidential information includes the information related to their
business matters, plans, assets, operation tools, data, trade secrets, current and future operations, suppliers,
consultants, clients, operations of their branch offices, know-how, drawings, strategies ad third parties’
information, which is normally not in public domain.
10.5. Annexes, supplements, modifications, if made in writing and properly confirmed by both the
Parties shall be a constituent part of this Agreement.
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11. Legal information of the parties:
SELLER PURCHASER