This SUPPLY AGREEMENT (herein after the “Contract”) is entered into as of April 30, 2009, by and between the undersigned: BradiagaKrills Ltd ( hereinafter “ the Seller” or “Bradiaga”), a company organized under the laws of the Russian Federation, whose head office is located at. ……………, Murmansk, Russian Federation, represented by Mr. ABC, acting as Chairman of Bradiaga. ON THE ONE HAND
And: Blizzard Ltd (herein after “the Buyer” or “Blizzard”), a company organized under the laws of the United Kingdom, whose head office is located at ………………. , Aberdeen, U. K, represented byMr XYZ, acting as Chairman of Blizzard. ON THE OTHER HAND Each of the the Seller and the Buyer is referred to herein individually as a “Party” and collectively as the “Parties”. Recitals.
WHEREAS the Seller is a major fishing company operating in the Antarctic sea who has expertise in manufacturing frozen seafood; WHEREAS the Buyer is the main European supplier of sea products to the pharmaceutical and cosmetic industry; WHEREAS the Seller wishes to sell the Products in European countries via a Highly Qualified Distributor with a large European network; WHEREAS the Buyer has been selected by the Seller and desires the Seller to manufacture and supply the Buyer with the freeze-dried krills (hereinafter “the Products”) and the Seller agrees to manufacture and supply such products under the terms and conditions herein.
Agreement NOW THEREFORE, the Parties have agreed as follows: 1. Definition -The Products means the freeze-dried krill, more fully described in Annex 1: “Definition of Krill” and Annex 2: “Freeze-dried Krill” which will be manufactured in finished form suitable for use by Blizzard’s customers, packaged and labeled according to the conditions set out by the Buyers in order to be consumed throughout its customersin the field of pharmacy and cosmetics all over Europe.
-Highly Qualified Distributor means a company organizing in the field of distributing goods and products that meets these criteria set out by the country’s Chamber of Commerce where it is registered. -FDA means the United States Food and Drug Administration -Business Day means the day in which normal business is conducted -Quota means 350 ton de freeze-dried krill per year -Total Order Price means the price per each specific order -Shipping Pointmeans the place in Russia where the Seller begin to load on truck -Port of Import means the place in the United Kingdom where the Parties begin the importing procedures. -Tacit Renewal means the Contract is renewed automatically.
2. Description and Scope of work: 2. 1 Obligation of Parties:The Seller agrees to sell and Deliver to Buyer, and the Buyer agrees to purchase and receive from the Seller a minimum of 350 tons / year of the Products, in accordance with the terms and conditions set out throughout of this Contract. Provided that the Quota is met, this agreement shall be renewed by Tacit Renewal. 2. 2 Forecasts: Prior to the beginning of each Calendar Quarter, the Buyer shall provide to the Seller a written forecast of the number of ton of Products expected to be ordered in the following three month period. 2.
3 Orders:Monthly orders shall not exceed 100 tons. Once the Forecasts have been decided, the Buyer shall send an order via fax at least ten (10) Business Days before the expected delivery date. 3. Effective Date of Contract ( EDC): The Contract will come into force upon (i) the Signatures of the Parties and (ii) when all the following events have occurred: -The Buyer has been notified by the Seller of the Export License. -The Seller has received from a bank designated by the Buyer and agreeable to the Seller a Letter of Credit on the model stated in Annex 3 and amounting to the Total Order Price.
4. Duration This Contract is accepted for the period of one year starting from the EDC. It can be extended by one year with the agreement of both parties. 5. Price: 5. 1 The price per ton shall be British 895 pounds. This price has been established based on the Ruble/? conversion rate as of April 30, 2009. Should the variation of such conversion rate exceed 5%, the Parties shall meet to negotiate a new price. 5. 2 The price shall be paid according to the Article Payment in this Contract. 5. 3 The price shall not include any taxes obliged by the Buyer. 6. Payment: 6.
1 The Seller shall invoice the Buyer for each shipment of Product and The Buyer shall pay each delivery within forty five (45) days from the date of shipping. Tax and customs duties shall be identify separately on the invoices. All invoices shall be sent to the Buyer’s head office as provided in this contract. 6. 2 All the payment shall be made via bank transfer to the following account:123456, HSBC Bank, London, UK/ Swift code:IMIOUI 7. Quality: Products shall comply with British sanitary norms and FDA regulations. Defective products shall be returned to the Seller and the Seller hereby agrees to replace them within one (1) month.
Products shall be delivered and packaged according to the Buyer’s Specifications as provided in Annexes C: Buyer’s Specifications. 8. Delivery : The seller shall deliver the products within one month from the order. The Seller agrees to arrange delivery of the Products CIF Aberdeen (Incoterms, 2010). The Buyer shall designate not more than one (1) delivery destination in Aberdeen for all orders. The Products shall be delivered through a carrier mutually acceptable to the Parties. The Seller shall pay all cost for the delivery of the Products from the Buyer’s Shipping Point in the Russia Federation until the Seller’s Port of Import.
Products shall be shipped in accordance with FDA regulations. 9. Transfer of title and risks: The transfer of title and risks will be enabled at the same time according to the Article Delivery. 10. Penalties for late delivery: 10. 1 Any late Delivery upon the provisions set in Article Delivery will leads to a payment of liquidated damages for customers of 1000 ? per Business Day. 10. 2 Any late Payment upon the provisions set in Article Payment shall accrue interest at 5% per annum 11. Termination of Defaults 11.
1 The Seller’s Default: In case there is delays in deliveries that exceed 2 month from the receipt of the order by the Seller, the Buyer is entitled to terminate the Contract for the Buyer’s Default. Once the Buyer decides to terminate the Contract for Default, he will send a notification of default to the Seller. 11. 2 The Seller’s Default: In case the Buyer fails to pay according to Article Payment that exceed two (2) months from the date of shipping, the Seller is entitled to terminate the Contract for the Seller’s Defaults. Once the Seller decides to terminate the Contract for Default, he will send a notification of default to the Buyer.
12. Force Majeure: The Parties agree that the Seller and the Buyer may interrupt deliveries and payment in case of force majeure as set in the Annex 5: Force Majeure. In case there is a notifications of Force Majeure happened to the affected Party that affect the responsibilities of each Parties, the evaluation of such Force Majeure and its impact must be carried on according to these provisions: Force Majeure limited: If this leads to delay that is acceptable mutually between the Parties then both the Parties agree on the delay. Force Majeure heavy: Termination of Contract 13. Language:
The Contract is written in English. All the interpretations, conflict resolution, notice, attachments and amendments of this Agreement shall be in English. Translation of any of these documents shall not be constructed as original document. 14. Applicable law: The contract shall be governed by, construed and enforced in accordance with the laws of the United Kingdom. The United Nations Convention on Contracts for the International Sale of Goods shall apply. 15. Conflict resolution The parties shall make their best efforts to settle amicably any dispute arising out of the interpretation or the performance of the Contract.
Should the partied fail to reach an amicable settlement, their dispute shall be settled by means of arbitration by the International Chamber of Commerce (“ICC”) and in accordance with the rules and procedures of the ICC by one (1) arbitrator appointed in accordance with the applicable rules of the ICC. Any such arbitration shall be held in the UK. The cost of the arbitration, including administrative and arbitrators ’fees shall be shared equally by the Parties, and each Party shall bear its own costs and attorneys a witness’ fees incurred in connection with the arbitration.
All the written documents taken as evidence originally in a language other than Language shall be submitted in English translation accompanied by the original. 16. Warranties: 16. 1 The Seller warrants to the Buyer that for each shipment, this warranty of Products Specifications shall survive for 30 days after the Buyer receives the Products at the Origin. The Seller warrants that the Products shall be free of all claims or rights. The Seller makes no warranty and has no obligations with respect to damage caused or resulting from accident, misuse or unauthorized alterations to the Products. 16.
2 The Seller’s sole responsibility for any claim is a refund or a replacement which shall not exceed the purchase price before. 17. Inspection: An inspection of each shipment of Product shall be made by the Buyer in accordance with business practice upon the Delivery of the Product no later than ten (10) Business Days after delivery of Product at the Buyer’s storage factory. If the Product does not meet the Product Specifications, the Buyer shall notify the Seller without any delay. The Seller shall not take responsibility to any damages that are caused during the storage of the Products once they reached the Buyer’s storage factory.
18. Amendment: The contract is the entire and exclusive agreement of the parties. It may not be amended, changed or modified orally. No statement or agreements, oral or written, made prior to this Contract may vary the written provisions. Neither Party shall claim any modification from any provisions unless such modification is in writing and signed by the other Party. 19. Annexes: Annex 1: Definition of Krill Annex 2: Freeze-dried Krill Annex 2: Letter of Credit Model Annex 3: Product Specifications Done in Moscow, on April 30,2009 For the Seller For the Buyer.