Contract №2-13/09

Partial and pre-term delivery is allowed. Transshipments are allowed.

Within 10 (ten) business days from the Shipment Date the Seller shall notify the Buyer via telephone, fax and/or email the date of shipment, Contract No., the Goods description, number of packages, net and gross weight, other shipment details (in case of need).

Shipper under this contract is « Chengdu Zhicun Space Surveying And Mapping Instrument Co., Ltd. ».. Shipper can act and the third company (organization), which produces the shipment on behalf of the « Chengdu Zhicun Space Surveying And Mapping Instrument Co., Ltd. ».

The Consignee under the present Contract shall be"TOPOSYOMKA SERVIS"LLC, Republic of Uzbekistan.

The country of origin – China.

Date of shipment will be the date stamp mark the departure station of the bill of lading.

9. 
   The Seller shall present to the Buyer, together with the Goods, the following shipment documents:
   

• 
  Invoice (1 original);
  
• 
  Railway bill of lading (1 original);
  
• 
  Packing List (1 original);
  
• 
  Equipment passport (1 original);
  

1. 
   The delivery date will be the date stamp mark station (port) on the appointment of the bill of lading.
   
2. 
   The Seller responds for damage to the Buyer, damage of goods, for the additional transport and warehouse charges which have arisen in connection with sending Goods to the wrong address, and also to defective packing.
   

5. 
   Packing and Marking
   

1. 
   The export packing in which the Product is shipped shall firmly conform to the international quality and technical standards and ensure the safekeeping of the Product transportation (including several transshipments) and storage in case of proper treatment thereof.
   
2. 
   Marking shall be made according to international standards with indelible paint. The goods are delivered for own auxiliary.
   

6. 
   Quantity, Quality of the Goods, Acceptance Procedure
   

1. 
   The quantity of the Goods to be supplied under the present Contract is specified in the Specification of the Contract (Appendix No 1).
   
2. 
   The Goods supplied under the present Contract shall fully conform to the Specification of the Contract and quality standards of the Manufacturer (Appendix No 1).
   
3. 
   The Goods shall be accepted by Buyer: by quantity – according to bill of lading.
   

7. 
   Claims
   

1. 
   Claims for quantity shall be presented by the Buyer in written form no later than 10 (ten) days from the Date of Acceptance of the Goods. Validity of the claim shall be confirmed by relevant documents (appraisal acts, reports, photographs, etc.). Appraisal acts shall be made up by neutral competent organization.
   
2. 
   The date of post mark in city of the Buyer shall be considered as the Claim Letter Date.
   

3. 
   The Seller shall consider the Claim Letter and within 20 (twenty) business days after its receiving send well-reasoned essential answer to the Buyer.
   
4. 
   The date of post mark in city of the Seller shall be considered as the Claim Letter Answer Date.
   

5. 
   If the Buyer fails to send the Claim Letter Answer or fails to do it in due time, it shall be considered as acceptance of claims of the Buyer.
   
6. 
   Claims for goods quality shall be presented by the Buyer only to Producer of the Goods.
   

7. 
   All claim arrangements of Parties shall be made in form of bilateral acts.
   

8. 
   Property Accountability
   

8.1. In case of cancellation of the order after the present Contract was signed the Buyer shall pay to the Seller a penalty at rate of 5% of the Contract Value.
8.2. In case of delay in delivery or incomplete delivery the Seller shall pay to the Buyer a penalty at rate of 0.5% of the cost of defaulted part of obligations per each week of delay but not more than 15% of the Contract Value.

8.3. In case of delay of payment the Buyer shall pay to the Seller a penalty at rate of 0.1 % of the Contract Value per each week of delay but no more than 15 % of the Contract Value.

8.4. In case of absence of documents specified in item (4.10.) of the present Contract the Seller undertakes to give all necessary documents within 15 (fifteen) calendar days after detection of shortage.

5. 
   The total amount of penalties under the present Contract shall not exceed the 20% of the Contract Value.
   
6. 
   The payment of penalties does not release Parties from execution of their obligations under the present Contract.
   

9. 
   Arbitration
   

1. 
   All disputes and differences, which may arise out of the present Contract or in connection with it, shall be settled by means of negotiations.
   

2. 
   In the event that the Parties fail to come to the agreement during 60 (sixty) calendar days from the date of arising of such dispute or difference they shall refer to Economical Court of the Republic of Uzbekistan in accordance with its procedure. Russian language shall be the official language of the case.
   

10. 
    Force-Majeure
    

1. 
   Parties shall not be responsible in full or in part, for the non-performance of obligations contained in the present Contract if this non-performance is the result of Force-Majeure circumstances which arise after the conclusion of the Contract as a result of extraordinary conditions which the Parties could neither foresee nor prevent with reasonable measures. These circumstances include nature phenomena (flood, fire, earthquake, strike, hurricane etc.), issue of limiting Decrees and Decisions and alterations in the legislation in the countries that are participants of the present Contract, military actions and/or their threat, civil riots, obstruction at state boundaries acts or actions of governmental bodies, obstruction at state boundaries as well as other events and circumstances which are admitted and announced by Economical Court of the Republic of Uzbekistan as Force-Majeur circumstances.
   
2. 
   The Party citing Force-Majeure circumstances must immediately notify the other Party of the occurrence of such circumstances in writing. The notification must contain facts about the nature of the circumstances and also, if possible, an appraisal of their effect on the partner’s fulfilling his obligations under the present Contract and on the time-frame in which it can fulfill its obligations.
   

3. 
   The Party which, due to the Force-Majeure circumstances, cannot fulfill its obligations under the present Contract shall make every effort, taking into consideration the provisions of the present Contract, to adjust for the non-performance as quickly as possible.
   
4. 
   Once the Force-Majeure circumstance ceases to be in effect, the Party shall immediately notify the other Party of this fact in writing.
   

5. 
   In case of occurrence of Force-Majeure circumstances, the time of performance of obligations under the present Contract should be moved ahead commensurately with the period of time for which the Force-Majeure circumstances and consequences were in effect.
   
6. 
   If the circumstances of non-performance of the obligations under the present Contract extend beyond 6 (six) months and there is no opportunity to determine with certainty whether these circumstances will cease to be in effect for period of next 6 (six) months, each arty shall have the right to terminate present Contract upon notice, and the termination of the Contract shall come into effect without delay.
   
7. 
   The Force-Majeure circumstances shall be confirmed by the Chamber of Commerce or other authorized body of the country, which stated the Force-Majeure.
   

11. 
    Other Terms and Conditions
    

1. 
   . Any amendments and addenda to the present Contract shall only be valid when issued in writing, signed by both Parties and registered by authorized bodies of the Republic of Uzbekistan.
   

2. 
   . Neither Party shall be entitled to transfer its rights and obligations under the present Contract to a third Party without written consent of the other contracting Party.
   
3. 
   . The present Contract has been made in a bilingual version, in two originals, one for each of the Parties. In case of disagreement the prevailing force shall stand on Russian language.
   

4. 
   . This contract shall enter into force upon signature by the authorized representatives of the parties and is valid until the parties of their obligations.
   

12. 
    Legal Addresses of Parties
    

THE BUYER: