Wholesale purchase and sale agreement - ϶ᴛᴏ agreement, by virtue of which one party (seller) undertakes to transfer the thing (goods) to the other party (buyer), and the buyer undertakes to pay a certain amount (price) for it. The purpose of the sale and purchase agreement is to transfer the right ownership of the thing that serves as a commodity, on the buyer. As a general rule, the right of ownership of the acquirer of a thing under a contract arises from the moment of its transfer, unless otherwise provided by law or the contract. In cases where the alienation of property is subject to state registration, the acquirer's ownership right arises from the moment of such registration, unless otherwise provided by law.

Characteristics of the agreement: consensual, bilateral, reimbursable.

The subject of the contract is always individualized.

The subject will be things that are not withdrawn from civil circulation.

The subjects of the transaction can be any subjects of civil legal relations.

The parties to the contract are contractors.

The form of the contract is subject to general rules: oral, written simple, or notarized.

Essential terms of the contract: subject (goods) and quantity.

A wholesale purchase and sale agreement can be concluded for an existing thing, as well as for a thing created in the future.

The quantity of goods is determined in units of measurement or in monetary terms. If the terms of the goods are not agreed upon, the contract is considered not concluded.

The price of the goods is determined by the wholesale purchase and sale agreement or can be determined based on its terms. The price can be set depending on the net weight or may vary depending on the indicators that determine the price of the goods (cost, costs, etc.)

The price is determined based on the ratio of these indicators at the time of the conclusion of the contract and at the time of the transfer of goods.

The deadline for performance is determined by the wholesale purchase and sale agreement, and if not specified by the agreement, then within a reasonable time.

The range of goods is agreed by the parties. If it is not set, then the assortment arises from the essence of the obligation, i.e. the goods must be in the assortment, taking into account the usual interests of the buyer.

Seller's rights:

1. transfer the goods to the buyer within the period established by the contract, in the absence of such a period within a reasonable time or seven days after the presentation of claims;
2. transfer of goods free from the rights of third parties, unless otherwise provided by the contract.

Buyer Responsibilities:

1. accept the goods if he does not have the right to demand replacement or refusal to perform the contract;
2. the buyer is obliged to pay for the goods at a price that would apply under comparable circumstances to similar goods.

Types of wholesale purchase agreement:

1. at the place of performance of the contract:

   a) at wholesale points;
   b) in a trading establishment;

2. by the time of delivery of the goods:

   a) by pre-orders;
   b) with the immediate transfer of the goods;

3. according to the term of payment for the goods:

   a) with advance payment, in full or in part, before the transfer of the goods by the seller;
   b) with payment on credit, through certain time after the transfer of the goods;

   c) installment plan, the contract determines the price, procedure, terms and amounts of payments;

4. on the obligation to deliver the goods:

   a) with the obligation to deliver the goods to the buyer by the seller in specified place and transfer to a certain person;
   b) no delivery.

The risk of accidental loss and accidental damage to the goods passes to the buyer from the moment when the seller has fulfilled his obligation to transfer the goods to the buyer. The risk of accidental loss and accidental damage to the goods sold while they are in transit passes to the buyer from the moment the contract of wholesale purchase and sale is concluded.

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CONTRACT
purchase and sale of a wholesale consignment of goods

date and place of signing

(Name legal entity- wholesale trade organization), hereinafter referred to as the "Seller", represented by (position, full name), acting on the basis of (Charter, power of attorney), on the one hand, and (name of the legal entity - buyer), hereinafter referred to as the "Buyer", represented by (position, full name), acting on the basis of (Charter, power of attorney), on the other hand, have concluded this agreement as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. The Seller transfers ownership, and the Buyer accepts and pays for the goods in quantity, quality, assortment and on terms in accordance with the specification (Appendix __________ to the contract), which is an integral part of the contract.

1.2. Item location: _____

2. PRICE OF GOODS

2.1. Unit price: (amount in words) rub.

2.2. The total cost of the goods is: (amount in words) RUB.

2.3. Change in the price of goods during the term of the contract (allowed, not allowed).

2.4. The price of the goods includes: (the cost of containers and packaging; the cost of storing the goods in the Seller's warehouse; payment for the execution of a quality certificate, hygiene certificate, certificate of conformity of the goods to the GOST R certification system, technical passport and other necessary documentation; insurance and transportation costs to the destination).

3. CONTAINER AND PACKAGING

3.1. The goods must be (packaged, packaged) by the Seller in such a way as to exclude damage and destruction for the period of delivery until the goods are accepted by the Buyer.

3.2. The goods must be (packed, packaged) as follows: __________.

4. OBLIGATIONS OF THE SELLER

The seller is obliged:

4.1. Not later than (specify the term) to transfer the goods to the Buyer.

4.2. Within ___ days (by notification telegram, fax, e-mail, telephone message, etc.) notify the Buyer of the readiness of the goods for transfer.

4.3. Simultaneously with the transfer of goods, transfer to the buyer the following documents: (certificate of origin of goods; certificate of quality; hygiene certificate; technical certificate, operating instructions, etc.).

4.4. Notify the Buyer about the shipment of the goods within (specify the period) from the moment _______ by (telegram with notification, facsimile, Email, telephone message, etc.).

4.5. Indicate the following data in the notice of shipment of the goods: (name and number of units of the goods; gross and net weight; date of shipment of the goods; estimated date of arrival of the goods at the destination; invoice number; other information).

5. BUYER'S RESPONSIBILITIES

The buyer is obliged:

5.1. Accept the goods within ____ days from the date of receipt from the Seller of the notification of the readiness of the goods for transfer.

5.2. Carry out a check upon acceptance of goods in terms of quantity, quality and assortment, draw up and sign the following documents: (acceptance certificate, consignment note, etc.).

5.3. Inform the Seller about the shortcomings of the sold goods noticed during acceptance or during operation.

5.4. Pay for the purchased item.

5.5. Not later than (specify the term) at your own expense, ship the returnable container to the Seller's address.

6. PAYMENT PROCEDURE

The money for the sold goods is transferred to the Seller's settlement account within ____ days after: container station; messages about the arrival of cargo at the airport of destination; messages about the arrival of the ship at the port of destination; receiving a message about the dispatch of a wagon (train) with goods; sale of purchased goods, etc.).

7. TERMS OF DELIVERY

Delivery of goods is carried out: (by the Seller or the Buyer; whose transport; type of transport; at whose expense - the Seller or the Buyer; point of delivery; delivery time; etc.).

8. ORDER OF SHIPPING

8.1. Shipping point: __________________________.

8.2. Shipment terms: ____________________________.

8.3. Minimum shipment rate: (container; wagon; other rates).

8.4. Features of shipment: (details of the consignee).

9. RESPONSIBILITIES OF THE PARTIES

9.1. For untimely transfer of the goods due to the fault of the Seller, the latter pays the Buyer a fine in the amount of ___% of the value of the undelivered goods, calculated according to (specification, price calculation, price agreement protocol), but not more than ____%.

9.2. In case of incomplete delivery, the Seller returns to the Buyer the cost of the incomplete goods, and also pays a fine in the amount of ___% of the cost of the incomplete goods.

9.3. If the quality of the goods is defective, the Seller returns to the Buyer the cost of the defective goods or replaces the defective goods (copy, weight, etc.) with a quality one. A penalty in the amount of _____% of the cost of low-quality goods is paid by the Seller only if he is the manufacturer of the goods.

9.4. When the assortment is changed compared to that specified in the specification, the Seller returns to the Buyer the difference in the cost of the goods, if a cheaper product is actually delivered than indicated in the specification.

9.5. In case of unjustified refusal to accept the goods, the Buyer shall reimburse the Seller for losses in the form of direct damage and lost profits, based on the rate commercial loan at the bank that serves the Buyer.

9.6. In case of refusal to pay for the purchased goods, the Buyer shall pay the Seller a penalty in the amount of ____% of the value of the unpaid goods for each day of delay in payment, starting from the _____ day, but not more than ____%.

9.7. For non-return of the container, the Buyer pays ____ times the cost of the container.

9.8. For the delay in the return of the container, the Buyer shall pay a fine in the amount of: (amount in words) RUB. for each day of delay, starting from the first day.

9.9. For violation of the terms of this agreement, the parties are liable in a civil manner, compensating the injured party for losses in the form of direct damage and lost profits. The injured party is obliged to prove the fact and the amount of the incurred losses.

10. OTHER TERMS

10.1. Ownership of the purchased goods passes to the Buyer at the moment (signing by the parties of the acceptance certificate; receipt by the Seller of the consignment note; receipt by the Seller of the baggage receipt, etc.).

10.2. The risk of accidental death is borne by the owner in accordance with the current civil law Russian Federation.

11. FORCE MAJOR

11.1. In the event of an emergency force majeure (fire, flood, earthquake, hostilities, civil unrest, nationalization, other circumstances beyond the reasonable control of the parties), the deadlines for fulfilling obligations under this agreement are proportionally postponed for the duration of these circumstances, if they significantly affect the performance in the term of the entire contract or part thereof, which is subject to performance after the onset of force majeure.

11.2. The parties must immediately notify each other in writing of the beginning and end of force majeure circumstances that prevent the fulfillment of obligations under this agreement.

11.3. If, due to force majeure circumstances, the delay in fulfilling obligations under this agreement is more than (specify the period), either party has the right to refuse the unfulfilled part of the agreement. In this case, none of the parties has the right to demand compensation for possible losses.

11.4. The party referring to force majeure circumstances is obliged to provide a document of the competent state body for their confirmation.

12. ADDITIONAL TERMS

(if necessary, stipulate additional terms on the execution by the parties to the contract, which are not included in previous sections contracts).

13. DISPUTES RESOLUTION

13.1. All disputes under this agreement shall be resolved through negotiations.

13.2. If no agreement is reached, disputes are resolved in arbitration court in accordance with the current legislation of the Russian Federation.

14. TERM OF THE CONTRACT

14.1. This agreement covers the execution of one transaction and can be extended by an additional agreement of the parties.

14.2. The term of the contract is from "___" _____________ ___ to "___" ______________ ___

14.3. The contract may be terminated:
- by agreement of the parties;
- by decision of the competent authorities in accordance with the legislation of the Russian Federation;
- due to force majeure circumstances.

15. APPENDICES TO THIS AGREEMENT

15.1. Appendix _______ on ____ page

15.2 Annex ______ on ____ page

The contract of sale is a written agreement, according to which the seller transfers the goods, and the buyer makes payment. The agreement is drawn up for the transfer of wholesale products. The key point is that the document is drawn up both for a one-time supply of goods and for a permanent supply. In the second case, the wholesale purchase and sale agreement can be automatically extended if neither party decides to terminate the document. This article will consider key points execution of the agreement.

Deal Features

The wholesale purchase and sale agreement is a compensatory and consensual document. The peculiarity of the agreement on the transfer of wholesale products is the quantity of goods. It can be tens or hundreds of thousands of items.

Rules for drawing up a contract of wholesale purchase and sale:

Obligations of the parties

The seller and the buyer, when fulfilling the terms of a written agreement, bear certain obligations in relation to each other. They also have rights, among which are:

From the seller's side:

• submit claims to the buyer for early payment if the latter violates the procedure for repaying the contractual obligation. Also, in order to satisfy his requirements, the seller may terminate the wholesale purchase and sale agreement unilaterally;
• refuse to replace or eliminate defects in the goods if the defects received were due to the fault of the buyer;
• delay the transfer of bulk products if the other party is late in payment.

From the buyer side:

• express a desire to terminate the wholesale purchase and sale agreement in case of improper performance by the seller of his obligations;
• demand early transfer of goods;
• suspend payment in cash until the full transfer of the goods;
• upon receipt of a defective product, ask for a reduction in the purchase price, repair of defects or a replacement.

The obligations of the seller and the buyer under the wholesale purchase agreement differ in the following points:

The seller is responsible for:

• the transfer of goods in the quantity, quality and range agreed by the parties;
• the status of the goods - it should not be burdened, be under arrest, third parties should not claim it;
• providing documentation for wholesale products under a sales contract.

The buyer is responsible for:

• making payments on time;
• acceptance of the goods;
• informing the seller about the detected shortcomings.

For violation of the terms of the wholesale purchase and sale agreement, the participants in the transaction will be punished.

Responsibility of the parties

The responsibility of the seller and the buyer is determined by civil law and the existing agreement between the parties. As stipulated in the previous paragraph, the participants in the transaction under the wholesale purchase and sale agreement bear mutual powers and obligations. If there is a violation of someone's rights, then the offending party will suffer a well-deserved punishment.

For example, if the seller did not transfer the goods and the necessary documentation, the buyer can set a deadline for performing this procedure. If all deadlines have been overdue, the purchaser may reject the goods, unless otherwise provided by the wholesale purchase agreement.

In other cases, when a violation was made in the quality or assortment of the presented products, the buyer may demand to reduce the purchase amount, replace, return cash or repair defects at the expense of the seller. AT extreme cases it is possible to cancel the wholesale purchase agreement or pay a financial penalty.

In a written agreement, usually, in addition to the clause on “rights and obligations of the parties”, a clause on “responsibility” is added. If force majeure circumstances occur, such as the announcement of a general military mobilization, natural disasters or uprising - then the participants in the transaction are not responsible for the failure to fulfill their obligations under the wholesale purchase and sale agreement. Importance has a careful and clear prescription of the above circumstances in the agreement.

Trade turnover relations are organized through a group of contracts, which can be called implementation. They form the legal basis of commodity circulation. The concept of the sale of goods was consolidated, however, not in civil, but in tax legislation. In Art. 39 of the Tax Code of the Russian Federation by the sale of goods by an organization or individual entrepreneur the transfer of ownership of goods on a reimbursable basis, including the exchange of goods, is recognized.

The Civil Code of the Russian Federation, when regulating obligations, does not pay attention to the peculiarities of the application of contracts in the process of carrying out trading activities by subjects. The term "trade transactions" is mentioned in Art. 184 of the Civil Code of the Russian Federation in relation to the implementation of commercial representation. However, this mention is of an accidental nature, since it is not disclosed or taken into account anywhere else.

In ch. 30 of the Civil Code of the Russian Federation, paragraph 1 is highlighted: "General provisions on the sale and purchase." Unfortunately, in the paragraph general provisions no grounds are given for distinguishing between types of implementation contracts and no criteria are proposed for choosing one or another contract.

However, the main drawback is that, having regulated the retail sale and purchase in the Civil Code of the Russian Federation, the developers of the code failed to single out and regulate the wholesale sale and purchase separately. The contract of wholesale purchase and sale in the current Civil Code of the Russian Federation did not find a place for itself, as it was in the Civil Code of the RSFSR in 1964. As a result, one of the most significant contracts market relations- wholesale purchase and sale - in practice, it is regulated by a set of norms contained in various paragraphs of the Civil Code of the Russian Federation and even in various regulations. Absence in law as independent species wholesale sales contracts encourage millions of entrepreneurs to enter into supply contracts, even when there are no objective grounds for this. There is disharmony with foreign legislation, which bases commercial business on the sales contract model.

Introduced on January 1, 2000, GOST R 51303-99 “Trade. Terms and Definitions” fixed the definition of the concept wholesale trade. This is the trade in goods with subsequent resale or professional use.

Thus, all commodity circulation began to be recognized as wholesale trade, with the exception of retail trade. The former division of the material supply of organizations with resources for production (economic) needs and wholesale trade, which provides goods to retailers, has disappeared. trading network.

Clarification of the essence of wholesale trade gives grounds for singling out a wholesale purchase and sale agreement as an independent type of sales contracts. His primary hallmarks will be: 1) a certain scope - wholesale trade; 2) a special subject composition of participants; 3) the intended purpose of the goods sold is the entry into the retail trade network for subsequent sale to the public.

Wholesale trade is a branch of the economy and a type of commercial activities. It precedes the retail process as an important and mandatory step.

The participants in wholesale trade are, first of all, the manufacturers of the goods. Its other important participants are wholesale trade and intermediary organizations that carry out different types operations for the preparation and promotion of goods. The final links are retail organizations or individual trade entrepreneurs.

Fundamental differences are in the requirements for the subject of the wholesale purchase and sale agreement in comparison with other implementation agreements.

The subject of a wholesale purchase and sale agreement are only things that: a) can be offered for sale in retail trade organizations and b) are ultimately intended for sale in a retail trade network. If a certain product, in principle, cannot be offered for sale in shops to citizens, then wholesale purchase and sale agreements cannot be concluded for its sale. If, on the other hand, it can be sold in a retail network and eventually ends up on the counter of a store, then contracts concluded by any number of people along the way of this product will be contracts for wholesale purchase and sale.

To determine the requirements for the content of the contract, it is necessary to analyze the relationship between wholesale and retail trade. Retail is intended to sell goods to citizens. The relations of trade organizations with buyers are formalized by a retail sale and purchase agreement.

A citizen in a store is opposed by a special subject - a seller acting as a trade entrepreneur, a merchant. A merchant is one who, by the nature of his occupation, has special knowledge or experience in relation to the operations or goods that are the subject of a transaction. The buyer, of course, does not have such special knowledge and experience. Given these real-world inequalities, the law provides enhanced protection for more weak side- to the buyer.

A number of federal laws and other legal acts provide for various legal and organizational requirements for retail trade organizations aimed at protecting the interests of the population. Such requirements are addressed to retail organizations, but they must first be met by manufacturers or wholesalers who have the necessary production equipment and premises. On our own retail trade organizations are not able to fulfill the relevant requirements. Therefore, the obligation to fulfill them should be provided for in wholesale sales contracts concluded with manufacturers and wholesalers.

The need to take into account and resolve many issues dictated by the requirements of retail trade creates specific features of the wholesale purchase and sale agreement. We can propose the following definition of this contract.

Under a wholesale purchase and sale agreement, the seller undertakes, within the agreed period (or periods), to transfer to the ownership of the buyer the things (goods) intended for sale to the public in accordance with the requirements of such a sale, and the buyer to accept the things and pay their cost.

Requirements to retail, to be reflected in wholesale sales contracts, are determined by various federal laws and other legal acts. Decree of the Government of the Russian Federation of 19.01.98 N 55 approved the Rules for the sale certain types goods. The rules contain a number of important provisions.

Thus, according to clause 11 of the Rules, the seller is obliged to communicate to buyers information about the manufacturer of the goods, the location of the manufacturer or an organization authorized by him, which is obliged to accept claims from the buyer, carry out warranty repairs and service maintenance of the goods. The seller must have and present to the buyer the original certificate for the goods or a copy of the certificate certified by the seller, a notary or a certification body.

Products household purpose must be marked on each product or labels indicating the name of the product, price, size, height and other information. If the goods are found to be of poor quality, the buyer has the right to demand a replacement, markdown or immediate free elimination of defects in the goods (clause 27 of the Rules). Information about organizations performing repair and restoration work, the seller is obliged to bring to the attention of the buyer when selling the goods.

Federal Law No. 29-FZ of 02.01.2000 “On Quality and Safety food products» established that the sale of bulk and unpackaged food products is not allowed in retail trade. On labels, labels or inserts of food products other than the information established federal law“On Consumer Rights Protection”, the following information in Russian must be indicated: nutritional value products, on the purpose and conditions of use, on the conditions of storage and preparation, date of manufacture and date of packaging.

What do the terms of wholesale purchase and sale agreements look like that ensure the fulfillment of specified requirements. These may be clauses providing for the obligation of the seller (manufacturer or wholesaler) to supply goods in appropriate packaging and packaging, to ensure that each unit of goods has the necessary marking or labels with all the required information. Provision should be made for the submission of copies of certificates of conformity certified by an authorized person.

To fulfill the obligation to immediately replace items returned by consumers, the contract should provide for the creation of an exchange fund in the store for the period of the guarantee period (in the absence of a specialized guarantee organization) or deadlines product replacement. The costs of creating an exchange fund are borne by the manufacturer or wholesaler supplying the goods.

The contract of wholesale purchase and sale must determine the organization that, on behalf of the manufacturer, will carry out warranty repairs and Maintenance products. For its part, the manufacturer or wholesaler is obliged to conclude an agreement with such an organization on warranty or service maintenance for citizens who have purchased the relevant goods. The name and address of this organization are brought to the attention of consumers by the store.

We can name the following tasks, the solution of which is intended for the wholesale purchase and sale agreement. These are: 1) ensuring the rhythmic and uninterrupted flow of goods to the retail trade network; 2) ensuring the availability of a range of goods that best meets the interests of buyers, constant updating and improvement of the range; 3) receipt in goods stores High Quality safe for the life and health of citizens; 4) receipt of goods in packaging and packaging, convenient for use and storage; 5) ensuring the completeness of information for buyers about the characteristics of the goods, the procedure for use and storage, expiration dates, etc.; 6) providing buyers with the opportunity to replace the product, its warranty repair and maintenance, and others.

Retail law currently provides for many different requirements to ensure the interests of the population, which, in order to be fulfilled, involve the efforts of manufacturers and wholesale organizations. Legal basis To solve these problems, a wholesale purchase and sale agreement is used, which needs to be enshrined in law.

Article 421 of the Civil Code of the Russian Federation allows the parties themselves to draw up a wholesale purchase and sale agreement or supplement the supply agreement accordingly. However, in an environment of weak competition, retail trade organizations are practically unable to get sellers to include the necessary conditions in contracts, since neither the norms on the supply contract, nor Chapter 30 of the Civil Code of the Russian Federation as a whole provide for the relevant rights of retail trade organizations in relations with sellers (suppliers). Surveys have shown that only a third of contracts between suppliers and retailers now contain all the necessary conditions, ensuring that the product complies with the rules for the sale in the retail network.

wholesale consignment of goods with the condition of sale in a person acting on the basis of , hereinafter referred to as " Salesman”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Buyer”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:

1. THE SUBJECT OF THE AGREEMENT

1.1. The Seller undertakes to deliver and transfer the goods to the ownership (full economic management) of the Buyer, and the Buyer undertakes to accept the goods and pay for them on the terms of this Agreement.

1.2. Name of product: .

1.3. Item location: .

1.4. Documents for the goods, which the Seller is obliged to transfer to the Buyer: .

1.5. The goods are transferred to the Buyer for subsequent sale.

2. ORDER OF DELIVERY AND PRICE FOR GOODS

2.1. The goods are supplied in quantity and assortment as agreed by the parties. The detailed assortment of the supplied goods, units of measurement, the quantity of goods is determined in the specifications, which are an appendix to this agreement.

2.2. The price of goods is set in rubles.

2.3. Delivery of goods from warehouses is carried out by transport.

3. QUANTITY AND QUALITY OF PRODUCTS

3.1. Acceptance of goods by quantity is carried out by the Buyer in accordance with the Instruction on the procedure for acceptance of products for industrial purposes and consumer goods by quantity, approved by the Decree of the USSR State Arbitration Court dated June 15, 1965 No. P-6.

3.2. Acceptance of goods in terms of quality is carried out by the Buyer in accordance with the Instruction on the procedure for accepting products for industrial purposes and consumer goods in terms of quality, approved by the Decree of the USSR State Arbitration Court dated April 25, 1966 No. P-7.

3.3. In case of failure to meet the deadlines specified in clauses 3.1 and 3.2 of this agreement, claims for the quality and quantity of goods are not considered by the Seller.

3.4. The quality of the supplied goods must comply with the requirements for a similar type of goods, which is confirmed by certificates issued by authorized bodies.

3.5. Poor-quality goods are subject to return to the Seller, who is obliged to accept them and take them out within 10 days from the date of official notification by their own transport and at their own expense.

3.6. By agreement of the parties, a low-quality product can be replaced with a high-quality product of the same or another assortment.

4. PAYMENT PROCEDURE

4.1. An advance payment in the amount of % of the price of the goods must be transferred to the Seller within days from the date of signing this agreement.

4.2. The remaining part of the price of the goods is transferred within the time of the sale of the goods.

4.3. The Buyer is obliged to notify the Seller of the fact of the sale of the goods or part of the goods within the period from the moment of sale by.

4.4. In the cases provided for in clause 3.5 or clause 7.1, the Buyer must be returned a proportionate part of the advance payment for defective or unsold goods.

5. RESPONSIBILITIES OF THE PARTIES

5.1. A party that has not fulfilled or improperly fulfilled its obligations under this agreement is obliged to compensate the other party for the losses caused by such non-performance.

5.2. For delay in payment for the goods, the Buyer shall pay the Seller a penalty in the amount of % of the unpaid value of the goods for each day of delay.

5.3. The collection of penalties and interest does not relieve the party that violated the contract from the performance of obligations in kind.

5.4. In cases not provided for by this agreement, property liability is determined in accordance with the current legislation of the Russian Federation.

6. FORCE MAJEURE

6.1. The parties are released from liability for partial or complete failure to fulfill their obligations under this agreement, if their fulfillment is hindered by an extraordinary and unavoidable circumstance under the given conditions (force majeure).

7. RETURN OF UNSOLD GOODS

7.1. Products not realized by the Buyer within the period after its delivery, shall be returned to the Seller at his expense and means.

8. TERM OF THIS AGREEMENT

8.1. This Agreement shall enter into force from the moment of its signing by the parties and shall be valid until the full fulfillment of their obligations under this Agreement or until termination of this Agreement.

8.2. This Agreement may be terminated by mutual agreement of the parties, made in writing signed by authorized persons of the parties.

9. PRIVACY

9.1. The terms of this agreement additional agreements to it and other information received by the parties in accordance with the agreement are confidential and not subject to disclosure.

10. DISPUTES RESOLUTION

10.1. All disputes and disagreements that may arise between the parties on issues that have not been resolved in the text of this agreement will be resolved through negotiations on the basis of current legislation.

10.2. In case of non-settling in the negotiation process contentious issues disputes are resolved in court in the manner prescribed by applicable law.

11. FINAL PROVISIONS

11.1. Any changes and additions to this agreement are valid, provided that they are made in writing and signed by the parties or duly authorized representatives of the parties.