Supply Agreement THIS AGREEMENT is made the 25th day of July 2007 BETWEEN Casa Ricura, Ltd. having its registered office at 12 Triffyd Crescent, Dunham Green, England (hereinafter referred to as the Importers) and Mezhvenikprom OOO having its registered office at Krasnomenshinstvo Street 64, Priozerniy, Russia (hereinafter referred to as the Manufacturers) WHEREAS the Manufacturers are specialists in the design, manufacture and assembly of traditional grass brushes; and WHEREAS the Importers wish to purchase from the Manufacturers a particular kind of grass brush hereinafter referred to as the Brushes; and the Manufacturers have all the necessary facilities and relationships to produce the Brushes according to the specifications in schedule 1 hereto NOW, THEREFORE, THE PARTIES AGREE IN CONSIDERATION OF THE PAYMENTS AND MUTUAL PROMISES SET FORTH HEREINAFTER: 1.Subject to the terms and conditions detailed in this Agreement the Manufacturers shall supply the Brushes. If the provisions of this Agreement are met the Importers shall buy the Brushes exclusively from the Manufacturers and may not enter into an agreement for the manufacture of any goods used for sweeping, collecting or moving small solid items on a horizontal surface by a third party without consent in writing from the Manufacturers. 2.The Manufacturers will manufacture and assemble the Brushes on receipt of a Purchase Order from the Importers with reference to this Agreement stating the quantity of Brushes required, the price, and delivery instructions. 3.The Manufacturer undertakes to supply Brushes at a price of two (2) Euros per unit ex works (Incoterms 2000) exclusive of all taxes. Any changes to this price shall be specifically agreed by both parties and no changes will be binding on the Importers unless confirmed in writing and signed by an authorised representative of the company. 4.The Importers agree to place orders for a quantity of not less than 600 units every calendar month. 5.This agreement shall terminate after a period of one year hereof or sixty (60) days after the dispatch of written notice of termination by either party. 6.Notwithstanding the provision in paragraph 1 of this Agreement, should the Manufacturers fail to prepare an order of Brushes within 12 days of receipt of a Purchase Order, the Importers may procure the Brushes from another source except where such failure arises out of causes beyond the reasonable control of the Manufacturers. 7.The Manufacturers shall not be liable for any damage or penalty for delay in completing an order or for failure to give notice of delay when such delay is due to acts of god, acts of the Buyer, act of civil or military authority, war, industrial dispute, shortages of materials, or any other causes beyond their reasonable control. 8.If upon receipt of the Brushes at the premises of the Importers they shall appear not to conform to the specification and quality standards contained in schedule 1, the Importers shall within thirty (30) days of receipt thereof notify the Manufacturers and agree either to replacement or repair of defective items. The Manufacturers shall bear all shipment costs arising from defective Brushes. 9.The Manufacturers agree to protect the confidentiality of all specifications, designs and instructions furnished by the Importers for the manufacture of the brushes. 10.In the event of a dispute arising out of or in connection with the Agreement the parties shall appoint an Arbitrator chosen by agreement, alternatively, either party may make a written request to the Brush Trade Dispute Resolution Centre ("BTDRC") to appoint an Arbitrator. 11.Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under English law. IN WITNESS WHEREOF, the Parties have signed this Agreement on the day and year first above written.
Signed for and on behalf of Casa Ricura, Ltd.Signed for and on behalf of Mezhvenikprom OOO Ruben GarciaVladimir Georgevich Sidorov DirectorDirector |
