Scan this standard contract on import of bulk wine material and answer the questions.

1. What section identifies the parties to a contract?

2. In what clause do the parties agree upon the laws applied to?

3. What kind of packing is mentioned in the contract?

4. How many lots of the goods shall be shipped upon the agreement?

5. What’s the language of marking?

6. How many appendixes does the contract contain?

Moscow " " _____________.

_____________" _____________", _____________, hereinafter referred to as the " Seller", on the one hand, and firm " _____________", _____________, the Russian Federation, hereinafter referred to as the " Buyer", on the other hand, have concluded the present contract as follows:

1. SUBJECT OF THE CONTRACT

The Seller has sold and the Buyer has bought the below-mentioned goods:

bulk wine material untreated and unstable for bottling from red varieties of the grapes, made of a crop of _____________, of an approximate ____ percent alcoholic strength by volume in quantity of________ liters +/-_____________% (_____________flexi tanks) and from white varieties of the grapes, made of a crop of _____________, of an approximate _____ percent alcoholic strength by volume in quantity of _____ liters +/-_____________% (_____________ flexi-tanks).

2. QUALITY OF THE GOODS

The Goods should fully comply with descriptions, characteristics and other data specified in Appendix No.1 to the present Contract, and its quality will be confirmed with the Certificate of Quality issued by the manufacturer of the goods, and also with the samples, sent to the Buyer before shipment of the goods.

3. PRICE AND THE TOTAL VALUE OF THE GOODS

The Price of the goods specified in paragraph 1 of the present contract is _____USD for liter of red wine material and ___USD for liter of white wine material and is understood on DDU ______terms, the Russian Federation, (Incoterms 2000) including the cost of the goods in bulk in flexi-tanks, the cost of transport flexi-tanks stacked in 20’ sea containers, marks, transportation till _____________and insurance.

The total value of the goods to be delivered under the present contract is _____USD (_____________US dollars). The specified price is not subject to change and includes all taxes, fees and duties arising in territory of _____________in connection with export of the given goods.

4. PACKING AND MARKING.

The goods are to be delivered packed (in bulk) in the disposable flexi-tanks (for one-way using), which are soft bags, made from a synthetic material, allowed for contact with food liquids, and also containing locking fittings necessary for pouring in and pouring out a liquid product. The flexi-tank stowed in a _____________’ sea container is filled up by a liquid product, maximal capacity of a flexi-tank - _____________liters. The above described container-packing should provide safety of the goods during transportation from a place of manufacturing up to the customer, and also during transshipment of the goods in a mode of transit. Packing should correspond to the norms and standards of storage established for wine products. The Seller bears the responsibility for the damage caused to the goods by inadequate packing.

Each flexi-tank should be marked as follows:

_____________

_____________wine material in bulk

Gross weight

Net weight

Flexi No. (flexi number/total quantity of flexies in the lot)

Contract No.

Marking should be done in English.

Having shipped the goods, the Seller informs the Buyer of the seal No. on the container and on each packing flexi.

The goods are to be delivered to the territory of the Russian Federation at the address of _____________.

The Seller is to inform the Buyer by a fax or e-mail message of the shipment of the goods from a port of the Baltic Sea to _____________not later than within _____hours from the moment of shipment. The Seller is to inform the number of the Contract, date and time of shipment, denomination of the goods, gross and net weight, seal Nos. on the containers, number of waybill, value of the goods.

5. TIME OF SHIPMENT

The first lot of the goods (___liters of red wine material, _____containers) will be shipped before ___________.

The second lot of the goods (_____liters of _____________wine material, ______ containers) will be shipped before _____________.

The third lot of the goods (______liters of white wine material, ______containers) will be shipped before _____________.

The fourth lot of the goods (____ liters of _____________wine material, ____containers) will be shipped before _____________.

The date of the Bill of Lading will be considered as the date of shipment.

The goods shall be shipped and delivered to the Buyer in different lots.

Upon receipt of the goods, the Buyer undertakes to clear up the imported goods from the customs. Free-of-charge time given to the Buyer for unloading and customs clearance of the goods is only 3 (three) working days from the moment of arrival of the containers with flexi-tanks with the goods in _____________to a customs warehouse of the Buyer. In case of exceeding the given time the Buyer is obliged to pay the idle time of truck and containers at the rate of _______USD per container for each day of delay, but no more than ______% from the total value of the Contract.

6. PAYMENTS

6.1. Payment of the value of the goods to be delivered under the present Contract for the amount of _______USD (_____________00/100 US dollars) will be effected in US Dollars out of irrevocable non-confirmed Letter of Credit to be opened in _____________ on behalf of the Buyer in favour of the Seller.

6.2. The Letter of Credit is to be advised through _____________ (SWIFT: _____________), _____________.

6.3. The Letter of Credit should be opened for the sum of _______USD (_____________00/100 US dollars) within _______days after signing the present Contract and is to be valid within ______ (_____________) days from the date of its opening for shipment and ________ (_____________) days for the presentation of the shipping documents.

Payment of the Letter of Credit will be effected partially in accordance with the effected dispatch upon presentation of the documents to the Bank.

6.4. For receipt of payment under the Letter of Credit the Seller should present to the bank specified in item. 6.2 the following documents:

three originals and two copies of “Clean on Board” Bill of Lading

the original invoice (with indication " For the goods under the contract № …)

a copy of the shipping specification

a copy of the certificate of quality of the manufacturer;

a copy of the Insurance Policy issued in favour of the Buyer.

All the above-stated documents should be submitted to the bank within the validity of the Letter of Credit as per p. 6.3.

The Letter of Credit is to allow partial shipments. The Letter of Credit is to be subject to " Uniform Customs and Practice for Documentary Credits " (1993 Revision), ICC Publication No. 500.

6.6. All bank charges and commissions connected with effecting payment under the present Contract on the territory of the Russian Federation and also its confirmation will be for the account of the Buyer. All bank charges and the commissions outside of territory of the Russian Federation connected with the use of the Letter of Credit will be borne by the Seller. Charges for alteration of the terms of the Letter of Credit are to be paid by that party under whose initiative they were made.

6.7. In case of infringement by the Seller of the schedule of shipments or other terms of the Contract, all charges on prolongation of the Letter of Credit are charged to the Seller unless this infringement is caused by force majeure circumstances or because of delays, cancellations or changes in the program of shipments of the transport company. 6.8. Final settlement of the payment under this contract is made on the basis of the Certificate of quantity, according to really accepted quantity of the goods.

6.9. The full set of the shipping documents in English should be sent by the Seller by courier mail to the direction of the Buyer within 5 (five) days from the date of shipment of the goods. All charges connected with sending of documents are to be for the account of the Seller.

7. CLAIMS.

The seller exclusively is responsible for the quality of the goods which should correspond to the data specified in Appendix 1 of the present Contract, and also to the quality of samples of the shipped lot of the goods. At the same time, the Buyer himself has the right to carry out the examination of the goods at his own expense. The Seller guarantees the quality of the delivered goods to the data, specified in the present Contract and to the samples handed over provided that transportation and storage of the goods are carried out in accordance with the requirements stated in the Appendix 2 to the present Contract. In case of delivery of the bad-quality goods, the Buyer has the right to present the claim on quality to the Seller and to demand either return of the value of the goods or its replacement by the goods of the required quality, and also compensation of already suffered losses, including delivery of the goods up to the customer, customs clearance of the goods, payment of rent and storage of containers and other expenses. In case of shortage of the goods at the flexies, which are in intact conditions, and in the presence of seals on packing flexies and containers, the Buyer has the right to present the claim to the Seller and to demand return of cost of the missing goods, and also compensation of all already suffered charges on import. The Seller has the right to be convinced of validity of the claim directly or through the representatives.

In case of the loss of the part of the goods during the transportation of the goods and Insurance Company’s refusal occurred by any reason to compensate this damage in favour of the Buyer, the Buyer has the right to claim on the Seller requiring to return the value of the missing goods. The Seller will have the right to be convinced of reasonability of the claim directly or through the representatives.

8. TRANSPORT CONDITIONS.

The goods sold under the present Contract, should be shipped from a port of the manufacturer of the goods to a port of the Baltic Sea to address of the Buyer in _____________ sea containers of the international standard. For transportation are to be used containers in good condition only providing for technical norms and securing necessary safety of flexi-tanks and the goods.

The Seller should provide safe keeping of the contents of containers with imposing not less than two seals which description should be shown in the Bill of Lading. The Seller should place in each container the shipping specification in 4 copies, with the indication of the following information:

name of the Seller

name of the Buyer

index and number of the container

denomination of the goods

marks of the goods

weight of the goods in the container (net and gross separately), and also volume of the goods in the container.

The shipping specification should be signed by the Seller and have his stamp. One copy of the shipping specification together with the certificate of quality should be placed in each container. Not later than in 24 hours from the date of shipment, the Seller is obliged to notify the Buyer by telegraph or a telex of the following data:

name of a vessel

date of sailing of a vessel from the port

number of Bill of Lading

denomination of the goods

quantity of containers under each Bill of Lading and their numbers

Contract №

net and gross weight

9. DELIVERY AND ACCEPTANCE OF THE GOODS.

Receipt of the goods is carried out as follows:

The goods will be considered as delivered by the Seller and accepted by the Buyer:

as for quantity - according to the Certificate of quantity;

as for quality - according to paragraph 2.

The quantity and quality of the goods can be controlled by the experts of Chamber of Commerce and Industry of the Russian Federation in accordance with the quality of samples under each lot of the goods. Samples (4 liters) of the goods ready for shipment, should be sent by express mail by the Seller to the Buyer. If during procedure of acceptance of the goods shortage of the goods or damage of packing will be found out, the Buyer will have the right to demand from the Seller the reimbursement to the sum of damage on the basis of the prices of the present Contract and to apply to the Insurance Company for receiving the compensation due to insured accident maturing on.

In case of discrepancy of the quality of the goods to the agreed on, the Consignee should inform the Seller within _________ hours from the date of statement of this fact by the expert appointed by the Buyer. The Seller will have the right to be convinced of reasonability of the claim directly or through the representatives. In case the representatives of the both parties confirm that quality of the goods does not correspond to the agreed on, the Seller should, at the choice of the Buyer replace the goods or return its value to the Buyer, as well as compensate already suffered losses. In case of occurrence of disagreements between the parties, the matter will be submitted to Arbitration in accordance with paragraph 12 of the present Contract.

10. FORCE MAJEURE.

In case arise the circumstances of force majeure, such as fire, acts of terrorism, war, military operations, blockade, interdictions on export and import and others which will prevent any of the parties to perform fully or partially their obligations under the present Contract, the time of fulfilment of these obligations will be postponed for that period of time during which these circumstances operate. Meaning that natural grape materials are received from agricultural raw material, as force majeure circumstances will be considered climatic anomalies (frosts, hailstorms, drought etc.) which could damage a crop of grapes in zones of its manufacture. These circumstances should be properly proved by the announcement of extreme agricultural situation in the given zone.

If the above-stated circumstances are in force more than 6 months, each of the parties has the right to refuse to perform their obligations under the present Contract, and in this case neither party can present any claims to another party. Each party is obliged to inform the other party on occurrence or the termination of the force majeure circumstances preventing fulfilment of obligations under the present contract

11. CLAIMS.

In case delay in delivery of the goods will exceed ______ days, the Seller will be obliged to pay to the Buyer the penalty which should be calculated as follows:

in case of delay in delivery from ______ to ______ days - _______ % from the total value of the goods per every day of delay;

in case of delay of the goods from ______ to _______days - ______ % from a total value of the goods per every day of delay.

If delay of the goods exceeds three months, the Buyer unilaterally has the right to terminate the present Contract by the notice in writing.

If the Buyer delays payment of actually delivered quantity of the goods, the Buyer is obliged to pay to the Seller the penalty at the rate of ______ % from a total value of the goods per each day of delay.

12. ARBITRATION.

The Seller and the Buyer will take all measures for settlement in a friendly way of disputes and disagreements which can arise in connection with the present Contract.

In case the parties cannot come to any friendly decision, the dispute should be transferred to the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation, _____________.

The applicable law should be the Legislation of the Russian Federation, the award being final and obligatory for both parties.

13. OTHER CONDITIONS.

If for export of goods under the legislation of _____________ obtaining any license or authorization of competent state bodies is or will be required, the Seller is obliged to receive such licenses and authorizations at his own expense.

All amendments and addenda to the present contract will be valid only in the event that they are made in writing and signed by properly authorized officials.

After signing the present Contract all previous agreements both verbal and written will be considered null and void.

Neither party can transfer the rights and obligations under this contract to a third party without the written approval of the other party.

The present Contract is signed in 4 copies (2 in Russian and 2 in English) having identical force.

The present Contract is valid till _____________.

14. LEGAL ADDRESSES of the PARTIES.

The Seller: ___________________

The Buyer: ___________________

The SELLER

The BUYER

APPENDIX No. 1

to Contract No.

The name of a product: natural grape wine material untreated in bulk (code of the commodity nomenclature of foreign trade activities № 220430). Quality of the goods should fully comply with the below-mentioned description of the goods and characteristics, namely: the description. The initial raw material - the grape must, produced by pressing fresh grapes and its separating from the solid parts, represents a muddy liquid, containing a mixture of the various substances inherent in grapes. Due to presence of barmy cells (cages), the grape must start the fermentation immediately. The process of fermentation (unrest) of a must stops as a result of its processing by sulphurous anhydride.

Natural grape wine materials are produced from local varieties of red and white grapes, all grades of grapes belong to the botanical kind _____________, cultivated in _____________. Natural grape wine materials untreated in bulk, delivered under the present contract, are intended for use in the winemaking industry and after delivery on a winery of the Buyer should be subjected to the following technological operations: clarification, removal of sediment with a filtration and thermal processing before bottling.

Physical and chemical characteristics. _____________wine material _____________wine material

The content of alcohol at _____________

The content of Sugars not more than _____________

Total acidity in tartaric expression _____________

Acidity volatile _____________

Alkalinity _____________

Chromaticity: _____________

Content of dioxide sulfur

Content of an extract

Organoleptic parameters:

Appearance

Colour

Cleanliness

Taste

Aroma

The SELLER:

“_____________”

_____________

The BUYER:

_____________" _____________" _____________

INN _____________

В/a _____________

General Director /_____________/

APPENDIX No. 2

to Contract No.

TRANSPORTATION and STORAGE

TRANSPORTATION of natural grape wine material in bulk should be observed according to standard norms of safety for the transportation in flexi-tanks stacked in _____________foot sea containers: avoiding their damage, overturning and opening.

STORAGE

Wine material in bulk should be stored in clean, aired and cool place. Ideal temperature of storage is between _____________and _____________C. The guaranteed period of time for storage of wine material in bulk at the above-stated temperature is _____________months. The storage temperature should not fall below _____________ C°. and rise above _____________C°.

THE SELLER

THE BUYER

Exercise 5.

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