SALE AND PURCHASE AGREEMENT

 

City…,…. month…….day……. year…….

 

This contract is entered into in accordance with the oral request of the seller, with instructions of all essential conditions of the given contract and to the previous achievements of the complete agreement between the Buyer and the Seller.......... on all essential conditions of this contract, acknowledgement of that is the signing of this contract.

 

The seller:................, who has the status of the taxpayer of the profit under general conditions, provided by The Law of Ukraine “On Taxation of Enterprise Profits» № 283/9-ВР from May 22, 1997 duly represented by Charter on the one hand, and

 

The buyer:..................., who has the status of the tax payer of the profit under general conditions, provided by The Law of Ukraine “On Taxation of Enterprise Profits» № 283/9-ВР from May 22, 1997 duly represented by Charter on the other hand, together called the “Parties”

 

have agreed as follows:

 

 

SUBJECT OF THE AGREEMENT

 

1. The Seller shall transfer to Buyer the ownership of the Products in accordance with the contract terms of this Agreement, and the Buyer shall pay its full price under the terms of advance payment till.............. and accept the Products.

 

2. The name, quantity, assortment and the price of the products, delivered are defined in the Annex № 1, constituting an inseparable part hereof.

 

 

THIRD PARTY RIGHTS TO THE PRODUCTS

 

1. The seller informs the Buyer that the Products which are the subject of this contract are the property of the Seller.

 

2. The Seller duly informed the Buyer that the Products which are the subject of the sale and purchase agreement are not in pledge and are not burdened with other obligations.

 

 

QUALITY

 

1. Qualitative characteristics of the products shall comply with the state standards which are effective at the territory of Ukraine for the corresponding category of products.

 

 

THE “SELLER” SHALL:

 

• transfer to the "Buyer" the "PRODUCTS" and all corresponding documents to it.
• store the Products, refraining them from deterioration, before transfer to the Buyer.
• transfer the Products to the Buyer by quantity, quality, assortment and completeness under the conditions of this agreement which are defined in the Annex № 1, in accordance with the Delivery-Acceptance Act which is signed by workers of the Buyer and the Seller who have powers and corresponding educational and qualification level for revealing possible defects of the products.

 

 

THE “BUYER” SHALL:

 

• accept and pay for the “PRODUCTS”.
• refund all expenses to the Seller, which are connected with the storage of the products after its repayment before the supply.
• accept the Products from the Seller according to quantity, quality, assortment and completeness under the conditions of this agreement which are defined in the Annex № 1, in accordance with the Delivery-Acceptance Act which is signed by workers of the Buyer and the Seller who have powers and corresponding educational and qualification level for revealing possible defects of the products.

 

 

PRICES AND COST OF THE PRODUCTS

 

1. The cost of the Products Payment shall be made by the Parties in accordance with this Agreement.

2.The Buyer shall pay the sum of……..UAH, during........ Banking days from the moment of acceptance of the products by electronic funds transfer assets on current account of the Seller, on term......

3. The payment is considered to be valid from the moment of receipt of the corresponding asserts on the account of the seller in full measure.

 

 

TRANSFER OF THE PRODUCTS

 

1. The seller is obliged to transfer the products in containers and / or to pack them in a safety way, which provides the safety of the products under ordinary storage conditions and transportation.

2. Acceptance and transfer of the Products is made by consignment note for the supply of the products at the moment of the transfer of the Products to the Buyer and which is sighned by the authorized representatives of the Parties in duplicate: 1 copy – for the Buyer, 1 copy - for the Seller.

3. Acceptance and transfer of the Products quantity, quality, assortment and completeness under the conditions of this agreement which are defined in the Annex № 1, in accordance with the Delivery-Acceptance Act which is signed by workers of the Buyer and the Seller who have powers and corresponding educational and qualification level for revealing possible defects of the products.

4. The Transfer (acceptance) of the products is carried out at the delivery point:..................

5. The delivery of Products is carried out by the Buyer’s expense.

6. The products are considered to be given at the disposal of the seller when the Products are ready to be transferred to the Buyer at the appropriate place at term established by the contract and when the Buyer is informed about it in the written message which is sent by the letter, the telegram or facsimile message or in oral form by telephone negotiations.

7. At the moment of the Products transfer the seller is obliged to give the corresponding documents which confirm quality of the products, namely: the certificate of conformity, the certificate of quality and others. In a case of failure to present documents which confirm quality, the Buyer has the right to refuse the products acceptance.

8. The buyer has the right to make demands to the manufacturer of the given products in case of lacks revealing of the delivered products on quality if these lacks were found out in a reasonable term.

 

RESPONSIBILITY OF THE PARTIES

 

1. The parties bear responsibility for non-fulfillment or improper fulfillment of their obligations under the present Contract in accordance with the current legislation and conditions of the present Contract.

2. The guilty party compensates for the damages inserted to the other party for the infringement of the present contract conditions including loss of profit in manner directed by the current legislation, irrespective of penalty payment.

3. The buyer has the right to refuse the present contract according to the current legislation.

4. The seller has the right to refuse the contract in a case of unreasonable delay with the acceptance of the products by the Buyer and demand indemnification.

5. The Buyer pays a fine at a rate of double discount rate of NBU per every day of execution delay in case of late performance of liabilities under this contract.

6. If the Seller didn’t carry out the delivery of the products by the specified time, the Buyer has the right to refuse acceptance of the products and demand the return of the paid amount.

7. The buyer compensates the Seller all expenses connected with the storage of the products after its payment before the acceptance according to the given by the Seller documents which confirm the all expenses.