contract sell

8/14/2019 Contract Sell

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Contract sell & purchase /contract of sale of goodsContract 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 asSeller, 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 asBuyer, 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 of500x100x100mm, referred to as merchandise (or goods).2.a The seller shall not be allowed to deliver the merchandise with an allowancehigher than 5% as reported to the above mentioned quantities for each dimension/size.2.b No partial deliveries are allowed (admitted) /Partial deliveries are not allowed.

Art.3 QualityAluminium A5 according to the DIN norms (Germany).Quality According to the annexed Certificate of Quality, issued by SLATINA SA themanufacturing unit, which shall accompany the merchandise to the destination. TheCertificate 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 handedover to the transport agent.

Art. 4 The price

The unitary price of 1000$/tonne (for each size), that is/namely a total value of 1million dollars, FOB Constanta, together with the packingArt.5 The packing

The Seller must take all precautions and to make sure that the merchandise is properlypacked. The packing consists of controlled resistance wooden pallets and must ensurethe integrity and protection of merchandise during all/throughouttransportation, to thefinal user.Art. 6 The delivery

The delivery condition is FOB Constanta, according to INCOTEMS 1990.


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The Seller undertakes to deliver the merchandise in the quantity and of the qualitystipulated herein in the present contract (according to the sample shown to the

purchaser). The delivery date is deemed to be the 15th of April 19The Seller shall notify the Purchaser by telex or fax until the 15th of March 19 at thelatest, 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 detailsregarding the shippings details/the goods dispatch details: contract number,destination, ships name, delivery/loading date, the merchandises description, thenumber of parcels for each size, the netto/gross weight, the merchandises value andthe number of instructions given by Navlomar (the forwarding agent of the Seller).The delivery of the merchandise is effected according to the Navlomar Bucharestinstructions 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 theSeller./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 of24 hours before the arrival of the ship.In case of failure of notification or of a delay in the ships arrival later than theestablished date, the Seller shall be entitled to extend the delivery term accordinglyand all the supplementary/overtime expenses shall be born by the Buyer/on theBuyers account.Art.7 Payment conditions

The payment of the merchandise shall be effected by un irrevocable document within15 days from the date when the Seller has been notified by fax or telex that themerchandise was ready for shipment.The document is valid for 30 days from the opening date for the delivery and 45 daysfor the creation of the documents.The same terms shall apply to any adjustments of the document or any increase of itsvalue.The document shall be paid cash after providing the following documents:

1. the commercial invoice, in 5 copies for UNIVERSAL TRADE INC. NewYork;

2. details for delivered goods3. 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 Bankof Foreign Trade, loaded in Constanta with transport payment in advance (billsof 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 Sellers 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 tothe 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.
http://www.proz.com/?sp=gloss/term&id=2444683http://www.proz.com/?sp=gloss/term&id=2444683


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The banc expenditures for the initiation and the usage of the document shall be paidby the Buyer.The banc expenditures for the modification of the document shall be paid by theSeller.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 ofthe document.All the other conditions shall be conserving the International Chamber of CommerceBrochure 500/1993, ref. to the document.Art.8 Reception of the merchandise

The quantitative and the qualitative reception of the merchandise must be made withinmaximum 5 days time from the arrival of the merchandise at the Buyer, according tothe contract.

1. the quantitative reception shall be completed through weighing and statedthrough 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 aneutral organisation.

The quality control shall be effectuated according to the conditions stipulated in thecontract.The merchandise or the pieces of the merchandise found unsuitable at the qualitativereception shall be returned to the Seller within 7 days from the reception date, on hischarge, or the particular merchandise shall be used but only with an expressagreement 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 atthe 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 merchandiseto the final destination/ under the control certificate issued by a neutralorganisation, 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 shallbe presented within 15 days as from the date of their appearance and shall beaccompanied by one of the following documents issued by an authorizedorganisation: 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 pointof 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 claimedgoods, and if this is the case, the inspection shall be made during the time when thegoods are kept at his disposal.

The settlement period is of 30 days as from the date it has been started, and it shallconsist either in granting a discount of the value of the claimed goods, or in replacing


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these goods, or in reimbursing the equivalent contra value of the missing quantity, orby other means of settlement agreed upon by both sides.If the Buyer fails to notify the Seller about his claims, within the period established bythe contract, he shall be entitled to claims as in the case of a minor break of thecontract.

In addition to the settlement to the already mentioned claims, the Buyer shall beentitled to compensation for damages interests and penalties.Art.10 Penalties

The Parties have agreed upon the following penalties which shall apply if theobligations 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 thepenalties for not delivering on time, in the percentage established by contractfor 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 claimedgoods;- For delays in deliveries penalties shall be calculated and deducted/written of of theamounts 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 nondeliveredmerchandise and to ask for damages from the Seller.

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

contract,

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 bededucted/written of of the amount owed by the Buyer, to the Seller.This clause doesnt 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 thecontrol of the party that call upon Force Majeure and which are unpredictable,irremovable and that appear after that the contract has been signed, preventingand 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 theaccomplishment of the contractual provisions, the affected party shall beexonerated 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.


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4. The party which is in the impossibility of completing its contractualobligations, must notify by telex or fax the other party, and within 5 days itshall make the notification and shall confirm by registered letter the existenceof the events or the situations qualified as Force Majeure, also sending anofficial document issued by the Chamber of Commerce or by another

authority with a similar authority, which shall certify the details of the facts, ofthe date and the notified settings. The same practice and notification meanapplies also for the closing stage of the Force Majeure situation.

If the notification and the confirmation of the beginning and the closing stage of theForce Majeure situation isnt completed within the established terms, the partyneglecting 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, thetwo 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 inorder 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 justifiedto 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 dont come to an agreement within 30 days from the notification

of Force Majeure for the clarifying of their contractual relationships, the partyin regard to which Force Majeure has been notified and justified has the rightto cancel the contract by a registered letter, without any other formality.

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

8. For any delay and/or failure to fulfil the contractual obligations by any of theinvolved 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 demandfor penalties, interests or compensations to affected party.

9. The situation of Force Majeure shall not release the parties of the payment ofobligations of the delivered goods and of the services rendered the date theForce Majeure occurred.

Art.12 Arbitration

All possible conflicts/litigation/disputes resulting from the present contract or relatedto it in relation to this one and that the parties can not be solved amiably shall besolved by arbitrage, excluding the ordinary Courts of Justice./unless otherwisestipulated 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 andundertakes to carry out with no delay the decisions taken by the ArbitrageCommission.Art.13 Other clauses


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1. The Seller must obtain the export licence (if necessary) on its ownexpenditures, licence which should allow him the fulfilment in time and ingood conditions of its contractual obligations in order to avoid the damages

payment.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

contract.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 contracts language or, in special case, in awidely used language in the international trade.

The contract has been concluded in 3 copies, all having the same validity date, inBucharest, Romania.Seller. Buyer.Obs: As the present mode of contract stipulate that the document shall be openedwithin 15 days from the date of the announcement by the Seller that the merchandisewas ready for delivery, there is a risk for the Seller that the goods without having thecertain of its taking over and payment by the Buyer.As a result, such a contract is recommended to be signed with traditional Buyers withan appreciated seriousity and credibility /earnestness.


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Power of Attorney(PA)

The undersigned.In capacity ofOf the . company.

I here by authorise the companyHaving the headquarters in.Represented by.Hereinafter referred to as the Mandatory, that on behalf of/for our company to beginthe procedure of complying with/carrying out the formalities required by the law forobtaining 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 thetaxes/fees, shall receive the correspondence or any kind of papers or documents andshall sign on behalf of our company whenever its necessary, representing it for all theformalities 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 ourcompany 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 ourcompany during the whole duration of the patterns, both in front of the entitledauthorities and before any third parties.

Signature..Made this day.incopies

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