Sample additional agreement to the contract for the supply of petroleum products. Sample agreement for the supply of petroleum products concluded between legal entities

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in a person acting on the basis, hereinafter referred to as " Provider", 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 " Parties", have entered into this agreement, hereinafter referred to as the "Agreement", as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. Under the terms of this Agreement and the Annexes thereto, which are its integral parts (hereinafter referred to as the “Appendices”), the Supplier undertakes to supply, and the Buyer to accept and pay for, petroleum products according to the range offered by the Supplier (hereinafter referred to as the “Products”). Delivery of the Goods is carried out by road transport on the terms and in the manner provided for in this Agreement.

1.2. Delivery of the Goods under this Agreement is carried out in separate batches on the basis of and subject to the signing by the Parties of the relevant Annexes in accordance with clause 1.3 of this Agreement during the period from the date of entry into force of this Agreement and up to “” year inclusive. If neither Party declares in writing its intention to terminate this Agreement, then it is considered extended for the same period and on the same conditions. The number of extensions is not limited.

1.3. The obligation of the Supplier to deliver the Goods and the Buyer to accept and pay for it occurs after the Parties agree on the essential delivery conditions for each batch of the Goods, namely: the type (name, brand) of the Goods, its quantity, the price of the Goods and the total cost of the batch, delivery conditions, transportation costs , delivery date (period), and the signing by the Parties of the relevant Appendix to this Agreement indicating such agreed conditions. In the Appendix to this Agreement, the Parties also agree on other conditions provided for in this Agreement, and may agree on other conditions that they consider essential for the delivery of the relevant batch of Goods.

1.4. In order for the Parties to agree on the essential terms of delivery for each batch of Goods, the Buyer, no later than business days before the expected start date of delivery of the Goods, sends to the Supplier applications that indicate the type (name, brand) of the Goods, its quantity, delivery terms, term (period) supplies and other information provided for in this Agreement. The Buyer's applications are not binding for the Supplier until the Parties agree on all essential delivery conditions for each batch of Goods and the Parties sign the relevant Annexes to this Agreement in accordance with clause 1.3 of this Agreement. Applications are sent to the Supplier in writing by fax.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The supplier undertakes:

2.1.1. supply the Buyer with the Goods in quantity, assortment, within the terms and conditions established by this Agreement and the relevant Appendices thereto;

2.1.2. provide the Buyer, upon his request, within working days from the date of each shipment of the Goods with operational information about its shipment: the quantity of the Goods shipped, data of shipping documents, etc.;

2.1.3. deliver to the Buyer on time current legislation RF invoice period for the delivered Goods and payable (reimbursable) transport and other expenses of the Supplier;

2.1.4. comply with other conditions provided for in this Agreement and its Appendices.

2.2. The buyer undertakes:

2.2.1. accept the Goods in quantity, assortment, within the terms and conditions established by this Agreement and the relevant Appendices thereto;

2.2.2. pay for the Goods, as well as pay (reimburse) transportation and other expenses of the Supplier within the terms and conditions provided for in this Agreement and/or the relevant Appendices thereto;

2.2.3. comply with other conditions provided for in this Agreement and its Appendices.

2.3. The parties undertake, before the date of the month following the month in which the Goods were delivered, to sign reconciliation reports for the delivery of the Goods and settlements for them in that month of delivery.

2.4. The Supplier has the right, without the Buyer’s consent, to involve third parties to fulfill its obligations under this Agreement.

3. CONDITIONS AND PROCEDURE FOR DELIVERY OF GOODS BY ROAD TRANSPORT

3.1. Delivery of Goods by road transport can be carried out under the following conditions:

3.1.1. on the condition of “selection of the Goods by the Buyer” (hereinafter referred to as the “Sampling”): by loading the Goods into the Buyer’s vehicle at the oil depot of the Supplier or a third party specified by him (hereinafter also referred to as the “Loading Place”). The location of the oil depot of the Supplier or a third party indicated by it is determined in the relevant Appendix to this Agreement.

3.1.2. on the condition of “delivery of the Goods to the Buyer” (hereinafter referred to as “Delivery”): by shipping the Goods by road transport of the Supplier or a third party (clause 2.4 of this Agreement) according to the shipping details specified in the relevant Appendix to this Agreement.

3.2. The Supplier is considered to have fulfilled its obligation to supply the Goods to the Buyer:

3.2.1. when sampling - from the moment the Goods are shipped to the Buyer’s vehicle at the place of shipment, i.e. from the moment the Goods are transferred from the connecting hose to the Buyer’s tank trucks, which is certified by the TORG-12 consignment note, signed by authorized representatives of the Buyer and Supplier or a third party specified by him. The delivery date is considered to be the date indicated in such consignment note TORG-12.

3.2.2. upon delivery - at the time of delivery of the Goods to the Buyer or the person indicated by him (the consignee) according to the shipping details specified in the relevant Appendix to this Agreement, which is certified by the consignment note signed by authorized representatives of the Buyer (consignee) and the Supplier (third party). The consignment note must be signed by an authorized representative of the Buyer (consignee) after the vehicle has arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's (consignee) containers. The delivery date is considered to be the date indicated in such delivery note.

3.3. Ownership, as well as the risk of accidental loss or accidental damage to the Goods, passes from the Supplier to the Buyer from the moment when the Supplier is considered to have fulfilled its obligation to supply the Goods to the Buyer (clause 3.2 of this Agreement).

3.4. In the application submitted in accordance with clause 1.4 of this Agreement, upon delivery of the Goods on delivery terms, the Buyer additionally determines shipping details indicating: the full name and address of the consignee.

3.5. The Buyer is obliged to ensure that his representative or the representative of the consignee has a duly executed power of attorney for acceptance of the Goods. In the absence of a properly executed power of attorney, the Goods will not be shipped, and the Supplier shall not be liable for violation of the delivery time agreed in the relevant Appendix to this Agreement, and in relation to the Buyer this is a failure to fulfill his obligation to accept the Goods and entails the consequences and liability provided for herein. Agreement.

3.6. When delivering the Goods on a sample basis, the Buyer is obliged to ensure the supply of road transport to the place of shipment within the delivery time (period) specified in the relevant Appendix to this Agreement for the shipment of the agreed batch of Goods. Motor transport must be supplied in technically sound condition, prepared in accordance with the requirements of current GOSTs and regulations of the Russian Federation, to ensure the safe conduct of cargo operations, otherwise all losses and expenses caused by its non-compliance with the specified requirement must be paid by the Buyer. Providing a vehicle that does not meet the specified requirements is equivalent to its non-submission. Failure by the Buyer to comply with the requirements of this clause of the Agreement is considered a failure by the Buyer to fulfill its obligation to accept the Goods and entails the consequences and liability provided for in this Agreement.

3.7. When delivering the Goods on a sample basis, an authorized representative of the Supplier or a third party indicated by him (at the place of shipment) has the right to check the compliance of the capacity of the Buyer’s tank truck with the data specified in the certificate of its verification (manufacturer’s passport). If a discrepancy is detected, an authorized representative of the Supplier or a third party specified by him has the right to refuse to ship the Goods to this tank truck by notifying the Buyer, and the Buyer is obliged to provide another tank truck that meets the specified requirements. Failure by the Buyer to provide a tank truck that meets the specified capacity requirements within the delivery time (period) specified in the relevant Appendix to this Agreement is considered a failure by the Buyer to fulfill its obligation to accept the Goods and entails the consequences and liability provided for in this Agreement.

3.8. When delivering the Goods on a sample basis, if the Buyer fails to fulfill its obligation to accept the Goods within the delivery time (period) agreed upon in the relevant Appendix to this Agreement, the Supplier has the right, at its choice, to apply any or all of the following consequences:

3.8.1. require the Buyer to pay a penalty in the amount of the rate for storage of one ton of Goods per day in effect at the tank farm of the Supplier or a third party specified by him (at the place of shipment), multiplied by the quantity of Goods untimely accepted by the Buyer, for each calendar day of delay, starting from the date of expiration the agreed delivery period (period) and the date of actual sampling (delivery date) of the Goods. At the same time, the amount of such a penalty:

from 1 to 30 days (inclusive) is set based on a one-time rate for storing 1 ton of Goods per day;
from 31 to 60 days (inclusive) - based on the double rate for storing 1 ton of Goods per day;
from 61 to 90 days (inclusive) - at the rate of three times the rate for storing 1 ton of Goods per day.

The amount of the penalty provided for in this paragraph of the Agreement is applied unless otherwise agreed in the relevant Appendix to this Agreement.

3.8.2. ship the Goods at the prices established by the Supplier on the date of actual sampling (delivery date) of the Goods, with a corresponding recalculation of the quantity of Goods shipped to the Buyer.

3.8.3. has the right to unilaterally refuse to fulfill this Agreement in terms of delivery of the relevant batch of Goods (its remaining part) or in full.

3.9. When delivering the Goods on condition of sampling at an oil depot of a third party specified by the Supplier, the Supplier also has the right to demand that the Buyer reimburse all the Supplier’s expenses incurred in connection with the Buyer’s failure to fulfill its obligation to accept the Goods within the delivery time (period) agreed upon in the relevant Appendix to this Agreement, in including (including but not limited to):

expenses for payment of idle time of tanks, excess use of tanks, fees for paramilitary protection of cargo (petroleum products), payment for redirection of the specified tanks that arrived at such a tank farm to the Supplier and/or clients of the tank farm and are idle awaiting their supply, reception and discharge, due to - for the Supplier exceeding the maximum volumes of a one-time storage lot of Goods agreed with such a tank farm and/or violating the schedule for the removal of Goods from the tank farm;
expenses for payment for the services of such an oil depot for storing the Goods in excess of the maximum volumes of a one-time storage lot of the Goods agreed with such an oil depot.

The Supplier has the right to demand reimbursement from the Buyer for the expenses specified in this clause of the Agreement, regardless of its application of the consequences provided for in clause 3.8 of this Agreement.

3.10. Unless otherwise agreed in the relevant Appendix to this Agreement, costs associated with the delivery of the Goods (hereinafter referred to as “Transportation costs”) are not included in the price of the Goods and are paid (reimbursed) by the Buyer to the Supplier in addition to the total cost of the Goods in the manner and on the terms agreed upon by the Parties in such an Appendix to this Agreement.

3.11. The Buyer does not have the right to refuse to accept and/or pay for Goods supplied in incomplete assortment or in a smaller quantity than agreed in the relevant Appendix to this Agreement.

3.12. The basis for making final payments for the delivered Goods is its quantity indicated in the TORG-12 consignment note or in the consignment note (clause 3.2 of this Agreement), and the invoice drawn up on its basis. The Supplier, within days from the date of delivery of each batch of Goods, issues to the Buyer an invoice for the delivered Goods, to which is attached a Certificate of Delivery of Goods signed by the Supplier in two copies, which the Buyer is obliged to sign, affix with its seal and send to the Supplier within working days from the date of receipt.

4. QUANTITY AND QUALITY OF GOODS. ACCEPTANCE PROCEDURE

4.1. The quantity of Goods supplied under this Agreement must correspond to the quantity of Goods agreed upon in the relevant Appendix to this Agreement, taking into account the norms of natural loss and permissible measurement error.

4.2. The quality of the Goods supplied under this Agreement must comply with state standards (GOST), technical specifications (TU) and other regulatory and technical documentation establishing mandatory requirements for the quality of the Goods and valid on the territory of the Russian Federation, and be confirmed by the manufacturer’s quality passport (certificate).

4.3. Acceptance of goods:

4.3.1. Acceptance of the Goods in terms of quantity and quality is carried out by the Buyer (consignee) in accordance with, when delivering the Goods on a sampling basis - directly during the shipment of the Goods at the place of shipment to the Buyer's road transport before its departure, when delivering the Goods on a delivery basis - after the road transport the product arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details before the Goods began to be discharged into the Buyer’s (consignee) container. If the terms of the above Instructions conflict with the terms of this Agreement, the terms of this Agreement shall apply.

4.3.2. The quantity of Goods shipped is determined in tank trucks based on their full capacity. The capacity of the tank truck is established by the manufacturer and must be periodically checked in accordance with the procedure established by the current legislation of the Russian Federation. The quantity of Goods in a tank truck filled to the level indicator is determined by the tank truck verification certificate issued in accordance with the procedure established by the current legislation of the Russian Federation. The quantity of Goods indicated in the TORG-12 consignment note or in the consignment note after they are signed by authorized representatives (clause 3.2 of this Agreement) is correct and binding for both Parties. The Buyer's claims to the Supplier regarding the quantity of Goods delivered after the specified documents are signed by the Supplier are not accepted.

4.3.3. To check the compliance of the quality of the Goods with the declared passport (certificate) of quality, representatives of the Supplier or a third party indicated by him (at the place of shipment) and the Buyer (consignee) in the manner established by the relevant regulatory documents Russian Federation (GOSTs, etc.), select and prepare arbitration samples. When delivering the Goods on a sampling basis, samples are taken from the tanks of the Supplier's tank farm or a third party specified by him (at the place of shipment) during the process of loading the Goods into the Buyer's vehicle or, at the discretion of the Supplier or a third party specified by him (at the place of shipment) - from the Buyer's tank truck after loading Goods before departure of the vehicle; When the Goods are delivered on a delivery basis, samples are taken from the Supplier's (third party) tanker truck, which arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's (consignee's) container. Samples collected according to the established procedure are placed in bottles, capped and sealed. Sampling bottles are provided by the Buyer (consignee). One part of these samples, placed in at least 2 bottles, corked and sealed by an authorized representative of the Supplier or a third party indicated by him (at the place of shipment), is transferred to the representative of the Buyer (consignee). The other part of these samples, placed in at least 2 bottles, corked and sealed by an authorized representative of the Buyer (consignee), is transferred to the representative of the Supplier or a third party indicated by him (at the place of shipment). If samples in accordance with the provisions of this clause of the Agreement by the Buyer (consignee) were not taken and executed, the Buyer’s claims regarding the quality of the delivered Goods will not be accepted or considered by the Supplier.

4.3.4. If the quality of the delivered Goods is found to be inconsistent with the declared quality passport (certificate), the Buyer has the right to submit a written claim to the Supplier within calendar days from the date of delivery. If the Buyer makes such a claim to the Supplier, the Parties must conduct an arbitration analysis of the arbitration sample stored by the Supplier or a third party specified by it (at the place of shipment) in an independent, duly accredited laboratory agreed upon by the Parties. The results of such analysis regarding the quality of the delivered Goods are final and binding on both Parties, except for the presence of obvious errors. Unless otherwise agreed by the Parties, the costs of conducting arbitration analysis by an independent laboratory are paid by the Party whose claims or objections to claims are not confirmed by the results of the analysis. After the expiration of the period for filing claims established by this clause of the Agreement, all claims of the Buyer to the Supplier regarding the quality of the delivered Goods will not be accepted by the Supplier.

5. PRICE OF GOODS AND PAYMENT PROCEDURE

5.1. The price of the Goods and the total cost of the lot of Goods is agreed upon by the Parties for each lot of the Goods separately and is reflected in the relevant Appendix to this Agreement. The price of the Goods is set in Russian rubles per 1 ton and includes VAT at the rate in effect at the time of signing the relevant Appendix to this Agreement.

5.2. Unless otherwise agreed in the relevant Appendix to this Agreement, payment for the cost of the consignment of Goods is made on the basis of 100% advance payment in the manner prescribed by this clause of the Agreement. The Supplier issues an invoice to the Buyer for advance payment of the cost of the consignment of Goods within working days from the date of signing by the Parties of the relevant Appendix to this Agreement. The Buyer is obliged to pay the specified invoice for advance payment within banking days from the date of its issuance by the Supplier, otherwise the Supplier reserves the right to ship the Goods at the prices established by the Supplier on the date of actual payment, with a corresponding recalculation of the quantity of Goods shipped to the Buyer.

5.3. The Buyer pays (reimburses) the Supplier for transportation costs (transportation costs), as well as other expenses and payments in the cases, manner and under the conditions provided for in this Agreement and/or the relevant Appendices thereto. If the terms of payment (reimbursement) of the specified expenses and payments are not agreed upon by the Parties in the relevant articles of this Agreement and/or Appendices thereto, then such expenses and payments are subject to payment (reimbursement) by the Buyer within banking days from the date of receipt by the Buyer of the relevant request and /or Supplier's invoices.

5.4. The final settlement between the Parties is made based on the cost of the actually delivered Goods, the subject to payment (reimbursement) of transport and other expenses and payments (clause 5.3 of this Agreement) and the payments made. Unless otherwise agreed in the relevant Appendix to this Agreement, the final payment is made no later than the last day of the month following the month in which the Goods were delivered, based on the reconciliation report specified in clause 8.8. of this Agreement, and in its absence - based on the deliveries of the Goods made and payments made. If the reconciliation report (clause 5.8 of this Agreement) reveals a balance in favor of the Buyer, then the Parties, by mutual agreement, may count this amount towards payments for future deliveries of the Goods under this Agreement.

5.5. All payments by the Buyer to the Supplier under this Agreement are made by the Buyer by transferring funds to the Supplier's bank account specified in this Agreement, or according to other details specified by him within the time limits agreed upon by the Parties in this Agreement and/or the relevant Appendix to it. The date of payment is considered to be the date of receipt of funds to the Supplier's bank account.

5.6. When making payments under this Agreement, all expenses charged by the Supplier's bank are at the expense of the Supplier, and those charged by the Buyer's bank are at the expense of the Buyer.

5.7. When making payments under this Agreement, the Buyer is obliged to indicate in the payment documents in the purpose of payment the number and date of this Agreement and the corresponding Appendix to it, or the invoice number for payment issued by the Supplier, or the number and date of the invoice (if applicable). If the payment documents do not contain the purpose of payment or if it is indicated incorrectly, the Supplier has the right to include the payment as payment for any batch of Goods of its choice.

5.8. At the end of the month in which the Goods were delivered, the Supplier sends the Buyer a reconciliation report on the delivery of the Goods and payments for it, which the Buyer is obliged to sign, seal and send to the Supplier within working days from the date of receipt. If the Buyer fails to fulfill this obligation, the Supplier has the right to unilaterally refuse to fulfill this Agreement.

5.9. If, after the Parties have agreed on the essential terms of delivery for any batch of Goods and signed the corresponding Appendix to this Agreement, the following occurs:

increase in market or purchase prices for the Goods supplied under this Agreement (rates, prices, tariffs established by specialized organizations, etc.),
or other circumstances have arisen in which the Supplier’s fulfillment of its obligation to supply such a batch of Goods on the terms agreed upon in the Appendix to this Agreement becomes difficult or impossible (lack of Goods, etc.),

The Supplier has the right to unilaterally, at its own discretion:

5.9.1. increase the price of the Goods for such a batch of Goods by notifying the Buyer (by telegram, teletype, fax) no later than calendar days before the start date for delivery of such batch of Goods agreed in the relevant Appendix to this Agreement. In this case, the Buyer, within calendar days from the date of receipt of the specified notice, must notify the Supplier (by telegram, teletype, fax) of its agreement with the change in the price of the Goods for such batch of Goods or of its refusal to fulfill this Agreement regarding the delivery of such batch of Goods. If the Buyer refuses to fulfill this Agreement regarding the delivery of such a batch of Goods, the Agreement in the specified part is considered terminated from the date the Supplier receives such notice from the Buyer. Failure by the Buyer to send the notice provided for in this clause of the Agreement to the Supplier gives the Supplier the right to postpone the delivery date, while the Supplier is not responsible for violation of the delivery time agreed in the relevant Appendix to this Agreement. Delivery of Goods at changed prices without the consent of the Buyer is not carried out.

5.9.2. refuse to fulfill this Agreement regarding the delivery of such a batch of Goods by notifying the Buyer (by telegram, teletype, fax) no later than calendar days before the start date for delivery of such batch of Goods agreed in the relevant Appendix to this Agreement, and in this case the Supplier will not be liable for failure to fulfill its obligations under this Agreement. In the event of such refusal, the Agreement in the specified part is considered terminated from the date the Supplier sends the specified notice to the Buyer or from the date specified by the Supplier in such notice.

6. RESPONSIBILITY OF THE PARTIES

6.1. In case of non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties bear responsibility under the current legislation of the Russian Federation and this Agreement.

6.2. If the Buyer fails to fulfill its obligations to pay the Supplier the cost of the Goods, to pay (reimbursement) transport and other expenses, to make other payments within the time limits provided for in this Agreement and/or the relevant Appendices thereto, the Buyer shall pay the Supplier a penalty (fine) in the amount of % of unpaid amount for each banking day of late payment. In this case, the Supplier has the right to suspend the delivery of the Goods for the period of delay by the Buyer, and in this case the Supplier will not be liable for violation of the delivery period agreed in the relevant Appendix to this Agreement.

6.3. If the Supplier fails to fulfill its obligation to supply the Buyer with an agreed batch of Goods within the delivery time specified in the relevant Appendix to this Agreement, provided that the Buyer duly fulfills its obligations related to the delivery of such batch of Goods (delivery Vehicle, payment for the cost of the Goods, etc.) The Supplier bears responsibility established by the current legislation of the Russian Federation.

6.4. The contractual liability of the Parties not provided for in this article of the Agreement is determined in accordance with other articles of this Agreement.

6.5. For untimely notification (failure to notify) by the Buyer of the Supplier about changes in its constituent documents, location, postal or payment details, statistical codes, about a change of the sole executive body and/or other circumstances that may affect the proper execution of this Agreement and/or required for correct execution and issuing invoices (clause 10.6 of this Agreement), the Buyer pays the Supplier a fine in the amount of rubles in each individual case, and also reimburses all expenses incurred by the Supplier to search for the Buyer or establish the above-mentioned Buyer’s data.

6.6. In addition to paying the penalties provided for in this Agreement, in the event of improper performance or failure by the Buyer to fulfill its obligations under this Agreement, the Buyer shall reimburse the Supplier for all damages caused in full (including those related to claims of third parties and/or government agencies). In addition, the Supplier has the right to suspend delivery of the Goods until the Buyer fully and properly fulfills its obligations under this Agreement or refuse to fulfill this Agreement (in whole or in part).

6.7. The Supplier has the right, at its discretion, to decide on the application (non-application) of liability provided for in this Agreement to the Buyer who has failed to fulfill or improperly fulfilled his obligations under this Agreement. This decision expressed in a claim or invoice for payment of a fine or penalty. Fines, penalties and other sanctions for violation of obligations under this Agreement, as well as amounts of compensation for losses, are due to the Party only if they are recognized and paid by the Party that has not fulfilled or improperly fulfilled the obligations provided for in this Agreement, or on the basis of a decision that has entered into legal force court. The amount of penalties established by this Agreement is not fixed and may be changed by agreement of the Parties; the Parties may also agree on a different procedure for their collection.

7. FORCE MAJEURE CIRCUMSTANCES

7.1. The parties are not responsible for failure to fulfill (improper performance) of their obligations under this Agreement in the event of force majeure circumstances (force majeure). Force majeure circumstances include extraordinary and unpreventable circumstances beyond the control of the Parties and occurring after the conclusion of this Agreement, including: natural disasters (earthquakes, floods, fires, storms, etc.), circumstances of public life (military actions, epidemics, national or industry strikes, prohibitory acts of government bodies: declaration of quarantine, etc.), if these circumstances directly affected the execution of this Agreement.

7.2. A Party for which it has become impossible to fulfill its obligations under this Agreement due to the occurrence of force majeure circumstances must immediately inform the other Party in writing about the occurrence of the above circumstances, and also provide the other Party with confirmation of the force majeure circumstances within calendar days. Such confirmation will be a certificate, certificate or other relevant document issued by an authorized government agency located at the place of occurrence of force majeure circumstances.

7.3. The time required by the Parties to fulfill their obligations under this Agreement will be extended by any period for which execution is delayed due to the listed force majeure circumstances.

7.4. If the duration of force majeure circumstances exceeds calendar days, each Party has the right to unilaterally refuse to fulfill this Agreement in whole or in part by sending a corresponding written notice to the other Party.

8. DISPUTE RESOLUTION

8.1. All disputes arising out of or in connection with this Agreement, the Parties will strive to resolve through negotiations and in a claim procedure (the period for considering a claim and sending a response to it is calendar days from the date of its receipt), and if a mutually acceptable solution is not reached, such disputes are referred to consideration by the Arbitration Court of the city in accordance with the current legislation of the Russian Federation.

9. VALIDITY, PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

9.1. This Agreement comes into force from the moment it is signed by both Parties and is valid until the Parties fully fulfill their obligations under it.

9.2. This Agreement may be amended or terminated by agreement of the Parties or unilaterally in cases provided for by this Agreement and the current legislation of the Russian Federation.

9.3. In the event of a unilateral refusal to fulfill this Agreement in whole or in part in cases provided for by the current legislation of the Russian Federation, this Agreement is considered terminated or amended from the date specified in the corresponding written notice from one of the Parties sent to the other Party. In the event of a unilateral refusal to execute this Agreement in whole or in part in the cases provided for by this Agreement, this Agreement is considered terminated or amended from the date specified in this Agreement, and if such a date is not determined, then from the date specified in the corresponding written notice of one of the Parties , sent to the other Party.

9.4. If the Agreement is amended or terminated by agreement of the Parties, the Agreement is considered amended or terminated from the date the Parties sign the relevant agreement, unless otherwise agreed by the Parties in such agreement.

10. FINAL PROVISIONS

10.1. Any preliminary agreements and correspondence of the Parties regarding the subject and conditions of this Agreement and its Appendices prior to their conclusion/signing shall become invalid from the moment of their conclusion/signing.

10.2. The terms of this Agreement apply to each separate Application, signed by the Parties and containing all the necessary essential terms of the supply agreement. In the event of discrepancies between the terms of this Agreement and the Appendices thereto, the conditions agreed upon by the Parties in the Appendix take precedence.

10.3. Neither Party has the right to assign its rights and obligations under this Agreement to third parties without the written consent of the other Party.

10.4. Any notices and documents under this Agreement must be in writing and signed by an authorized representative of the Party providing such notice or document. Such notices and documents, unless separate articles of this Agreement provide for a different procedure for sending them, must be handed over either personally to the other Party (addressee) or sent to it by mail in a valuable letter with a list of the contents with return receipt requested at the address indicated at the end of this Agreement. (unless the Party notifies otherwise in advance in writing). Any notice or document so delivered shall be deemed to have been duly served:

in case of delivery personally to the other Party - at the time of direct transfer of the document to the authorized representative of that Party;
in the case of sending by mail - at the time of direct receipt of the document by the authorized representative of this Party, which is recorded, inter alia, by a receipt on the delivery notice.

10.5. Notifications and documents transmitted by facsimile, in the case where such transmission method is provided for in this Agreement, have full legal force subject to their transmission from the Buyer's and Supplier's subscribers and the presence of an appropriate mark on the receiving fax machine, allowing one to reliably establish that the document comes from a Party to this Agreement. The transfer of original documents to the Party that previously sent them by fax is mandatory and is carried out to it within calendar days from the date of such sending.

10.6. The Buyer is obliged to notify the Supplier in writing of changes in its constituent documents, location, postal or payment details, statistical codes, changes in the sole executive body and/or other circumstances that may affect the proper execution of this Agreement and/or required for correct execution and invoicing -invoices, accompanied by documents confirming the relevant changes within working days from the date of the corresponding change.

10.7. The Parties guarantee to each other that the persons signing this Agreement, as well as persons signing other documents related to the execution of this Agreement, have duly confirmed authority to sign these documents.

10.8. On all issues not regulated in this Agreement, the Parties will be guided by the current legislation of the Russian Federation. If during the term of this Agreement the legislation of the Russian Federation in force on the date of its signing changes, the Parties will make every effort to introduce the necessary changes to this Agreement.

10.9. This Agreement is drawn up in two copies having equal legal force, one for each of the Parties.

11. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

Provider

Legal address:
Mailing address:
Phone fax:
INN/KPP:
Checking account:
Bank:
Correspondent account:
BIC:
Signature:

Buyer

Legal address:
Mailing address:
Phone fax:
INN/KPP:
Checking account:
Bank:
Correspondent account:
BIC:
Signature:

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DELIVERY AGREEMENT

petroleum products in a person acting on the basis, hereinafter referred to as " Provider", 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 entered into this agreement, hereinafter " Agreement”, about the following:

1. THE SUBJECT OF THE AGREEMENT

1.1. Under the terms of this Agreement and the Annexes thereto, which are its integral parts (hereinafter referred to as the “Appendices”), the Supplier undertakes to supply, and the Buyer to accept and pay for, petroleum products in accordance with the range offered by the Supplier (hereinafter referred to as the “Products”). Delivery of the Goods is carried out by road transport on the terms and in the manner provided for in this Agreement.

1.2. Delivery of the Goods under this Agreement is carried out in separate batches on the basis and subject to the signing by the Parties of the relevant Annexes in accordance with clause 1.3 of this Agreement during the period from the date of entry into force of this Agreement and until “” 2016 inclusive. If neither Party declares in writing its intention to terminate this Agreement, then it is considered extended for the same period and on the same conditions. The number of extensions is not limited.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The supplier undertakes:

2.1.1. supply the Buyer with the Goods in quantity, assortment, within the terms and conditions established by this Agreement and the relevant Appendices thereto;

2.1.3. issue to the Buyer, within the period established by the current legislation of the Russian Federation, an invoice for the delivered Goods and transport and other expenses of the Supplier subject to payment (reimbursement);

2.1.4. comply with other conditions provided for in this Agreement and its Appendices.

2.2. The buyer undertakes:

2.2.1. accept the Goods in quantity, assortment, within the terms and conditions established by this Agreement and the relevant Appendices thereto;

2.2.3. comply with other conditions provided for in this Agreement and its Appendices.

2.4. The Supplier has the right, without the Buyer’s consent, to involve third parties to fulfill its obligations under this Agreement.

3. CONDITIONS AND PROCEDURE FOR DELIVERY OF GOODS BY ROAD TRANSPORT

3.1. Delivery of Goods by road transport can be carried out under the following conditions:

3.1.1. on the condition of “selection of the Goods by the Buyer” (hereinafter referred to as the “Selection”): by loading the Goods into the Buyer’s vehicle at the oil depot of the Supplier or a third party specified by him (hereinafter also referred to as the “Loading Place”). The location of the oil depot of the Supplier or a third party indicated by it is determined in the relevant Appendix to this Agreement.

3.2. The Supplier is considered to have fulfilled its obligation to supply the Goods to the Buyer:

3.2.2. upon delivery - at the time of delivery of the Goods to the Buyer or the person specified by him (the consignee) according to the shipping details specified in the relevant Appendix to this Agreement, which is certified by the waybill signed by authorized representatives of the Buyer (consignee) and the Supplier (third party). The consignment note must be signed by an authorized representative of the Buyer (consignee) after the vehicle has arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's (consignee) containers. The delivery date is considered to be the date indicated in such delivery note.

from 1 to 30 days (inclusive) is set based on a one-time rate for storing 1 ton of Goods per day;
from 31 to 60 days (inclusive) - based on the double rate for storing 1 ton of Goods per day;
from 61 to 90 days (inclusive) - at the rate of three times the rate for storing 1 ton of Goods per day.

The amount of the penalty provided for in this paragraph of the Agreement is applied unless otherwise agreed in the relevant Appendix to this Agreement.

3.8.3. has the right to unilaterally refuse to fulfill this Agreement in part of the delivery of the relevant batch of Goods (its remaining part) or in full.

expenses for payment of idle time of tanks, excess use of tanks, fees for paramilitary protection of cargo (petroleum products), payment for redirection of the specified tanks that arrived at such a tank farm to the Supplier and/or clients of the tank farm and are idle awaiting their supply, reception and discharge, due to - for the Supplier exceeding the maximum volumes of a one-time storage lot of Goods agreed with such a tank farm and/or violating the schedule for the removal of Goods from the tank farm;
expenses for payment for the services of such an oil depot for storing the Goods in excess of the maximum volumes of a one-time storage lot of the Goods agreed with such an oil depot.

3.11. The Buyer does not have the right to refuse to accept and/or pay for Goods supplied in incomplete assortment or in a smaller quantity than agreed in the relevant Appendix to this Agreement.

4. QUANTITY AND QUALITY OF GOODS. ACCEPTANCE PROCEDURE

4.3. Acceptance of goods:

4.3.1. Acceptance of the Goods in terms of quantity and quality is carried out by the Buyer (consignee) in accordance with the Instructions of the USSR State Oil Product Committee on the procedure for receipt, storage, release and accounting of oil and petroleum products at oil depots, loading points and gas stations system of the State Oil Product Committee of the USSR dated 08/15/85 No. 06-21-8/446 and the Instructions for monitoring and ensuring the preservation of the quality of petroleum products in petroleum product supply organizations, approved by order of the Ministry of Energy of Russia dated 06/19/2003 No. 231, when delivering the Goods on a sample basis - directly to the process of loading the Goods at the place of shipment into the Buyer's vehicle before its departure, when delivering the Goods on delivery terms - after the vehicle has arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's container ( consignee). If the terms of the above Instructions conflict with the terms of this Agreement, the terms of this Agreement shall apply.

4.3.3. To check the compliance of the quality of the Goods with the declared quality passport (certificate), representatives of the Supplier or a third party indicated by him (at the place of shipment) and the Buyer (consignee) in the manner established by the relevant regulatory documents of the Russian Federation (GOSTs, etc.), select and draw up arbitration samples. When delivering the Goods on a sampling basis, samples are taken from the tanks of the Supplier's tank farm or a third party specified by him (at the place of shipment) during the process of loading the Goods into the Buyer's vehicle or, at the discretion of the Supplier or a third party specified by him (at the place of shipment) - from the Buyer's tank truck after loading Goods before departure of the vehicle; When the Goods are delivered on a delivery basis, samples are taken from the Supplier's (third party) tanker truck, which arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's (consignee's) container. Samples collected according to the established procedure are placed in bottles, capped and sealed. Sampling bottles are provided by the Buyer (consignee). One part of these samples, placed in at least 2 bottles, corked and sealed by an authorized representative of the Supplier or a third party indicated by him (at the place of shipment), is transferred to the representative of the Buyer (consignee). The other part of these samples, placed in at least 2 bottles, corked and sealed by an authorized representative of the Buyer (consignee), is transferred to the representative of the Supplier or a third party indicated by him (at the place of shipment). If samples in accordance with the provisions of this clause of the Agreement by the Buyer (consignee) were not taken and executed, the Buyer’s claims regarding the quality of the delivered Goods will not be accepted or considered by the Supplier.

5. PRICE OF GOODS AND PAYMENT PROCEDURE

5.4. The final settlement between the Parties is made based on the cost of the actually delivered Goods, the subject to payment (reimbursement) of transport and other expenses and payments (clause 5.3 of this Agreement) and the payments made. Unless otherwise agreed in the relevant Appendix to this Agreement, the final payment is made no later than the last day of the month following the month in which the Goods were delivered, based on the reconciliation report specified in clause 8.8. of this Agreement, and in its absence - based on the deliveries of the Goods made and the payments made. If the reconciliation report (clause 5.8 of this Agreement) reveals a balance in favor of the Buyer, then the Parties, by mutual agreement, may count this amount towards payments for future deliveries of the Goods under this Agreement.

5.6. When making payments under this Agreement, all expenses charged by the Supplier's bank are at the expense of the Supplier, and those collected by the Buyer's bank are at the expense of the Buyer.

5.9. If, after the Parties have agreed on the essential terms of delivery for any batch of Goods and signed the corresponding Appendix to this Agreement, the following occurs:

increase in market or purchase prices for the Goods supplied under this Agreement (rates, prices, tariffs established by specialized organizations, etc.),
or other circumstances have arisen in which the Supplier’s fulfillment of its obligation to supply such a batch of Goods on the terms agreed upon in the Appendix to this Agreement becomes difficult or impossible (lack of Goods, etc.),

The Supplier has the right to unilaterally, at its own discretion:

6. RESPONSIBILITY OF THE PARTIES

6.3. If the Supplier fails to fulfill its obligation to supply the Buyer with an agreed batch of Goods within the delivery time specified in the relevant Appendix to this Agreement, provided that the Buyer duly fulfills its obligations related to the delivery of such batch of Goods (delivery of vehicles, payment of the cost of the Goods, etc.) The supplier bears responsibility established by the current legislation of the Russian Federation.

6.4. The contractual liability of the Parties not provided for in this article of the Agreement is determined in accordance with other articles of this Agreement.

6.7. The Supplier has the right, at its discretion, to decide on the application (non-application) of liability provided for in this Agreement to the Buyer who has failed to fulfill or improperly fulfilled his obligations under this Agreement. This decision is expressed in a claim or invoice for payment of a fine or penalty. Fines, penalties and other sanctions for violation of obligations under this Agreement, as well as amounts of compensation for losses, are due to the Party only if they are recognized and paid by the Party that has not fulfilled or improperly fulfilled the obligations provided for in this Agreement, or on the basis of a decision that has entered into legal force court. The amount of penalties established by this Agreement is not fixed and may be changed by agreement of the Parties; the Parties may also agree on a different procedure for their collection.

7. FORCE MAJEURE CIRCUMSTANCES

7.3. The time required by the Parties to fulfill their obligations under this Agreement will be extended by any period for which execution is delayed due to the listed force majeure circumstances.

8. DISPUTE RESOLUTION

8.1. All disputes arising out of or in connection with this Agreement, the Parties will strive to resolve through negotiations and in the claims procedure (the period for considering a claim and sending a response to it is calendar days from the date of its receipt), and if a mutually acceptable solution is not reached, such disputes are referred to consideration by the Arbitration Court in accordance with the current legislation of the Russian Federation.

9. VALIDITY, PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

9.1. This Agreement comes into force from the moment it is signed by both Parties and is valid until the Parties fully fulfill their obligations under it.

9.2. This Agreement may be amended or terminated by agreement of the Parties or unilaterally in cases provided for by this Agreement and the current legislation of the Russian Federation.

9.3. In case of unilateral refusal to fulfill this Agreement in whole or in part in cases provided for by the current legislation of the Russian Federation, this

DELIVERY AGREEMENT

petroleum products

Represented by ________________________________________________, acting on the basis of ________________________________________________, hereinafter referred to as “ Provider", on the one hand, and ________________________________________________ represented by ________________________________________________, acting on the basis of ________________________________________________, hereinafter referred to as " Buyer", on the other hand, hereinafter referred to as the "Parties", have entered into this agreement, hereinafter " Agreement”, about the following:

SUBJECT OF THE AGREEMENT

1.1. Under the terms of this Agreement and the Annexes thereto, which are its integral parts (hereinafter referred to as the “Appendices”), the Supplier undertakes to supply, and the Buyer to accept and pay for, petroleum products in accordance with the range offered by the Supplier (hereinafter referred to as the “Products”). Delivery of the Goods is carried out by road transport on the terms and in the manner provided for in this Agreement.

1.2. Delivery of the Goods under this Agreement is carried out in separate batches on the basis and subject to the signing by the Parties of the relevant Annexes in accordance with clause 1.3 of this Agreement during the period from the date of entry into force of this Agreement and until “___” _____________ 2018 inclusive. If neither Party declares in writing its intention to terminate this Agreement, then it is considered extended for the same period and on the same conditions. The number of extensions is not limited.

1.3. The obligation of the Supplier to deliver the Goods and the Buyer to accept and pay for it occurs after the Parties agree on the essential delivery conditions for each batch of the Goods, namely: the type (name, brand) of the Goods, its quantity, the price of the Goods and the total cost of the batch, delivery conditions, transportation costs , delivery date (period), and the signing by the Parties of the relevant Appendix to this Agreement indicating such agreed conditions. In the Appendix to this Agreement, the Parties also agree on other conditions provided for in this Agreement, and may agree on other conditions that they consider essential for the delivery of the relevant batch of Goods.

1.4. In order for the Parties to agree on the essential terms of delivery for each batch of the Goods, the Buyer, no later than ________ business days before the expected start date of delivery of the Goods, sends to the Supplier applications indicating the type (name, brand) of the Goods, its quantity, delivery terms, term (period) ) supplies and other information provided for in this Agreement. The Buyer's applications are not binding for the Supplier until the Parties agree on all essential delivery conditions for each batch of Goods and the Parties sign the relevant Annexes to this Agreement in accordance with clause 1.3 of this Agreement. Applications are sent to the Supplier in writing by fax ________________________.

RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The supplier undertakes:

2.1.1. supply the Buyer with the Goods in quantity, assortment, within the terms and conditions established by this Agreement and the relevant Appendices thereto;

2.1.2. provide the Buyer, upon his request, within ________ business days from the date of each shipment of the Goods with operational information about its shipment: the quantity of the Goods shipped, data of shipping documents, etc.;

2.1.3. issue to the Buyer, within the period established by the current legislation of the Russian Federation, an invoice for the delivered Goods and transport and other expenses of the Supplier subject to payment (reimbursement);

2.1.4. comply with other conditions provided for in this Agreement and its Appendices.

2.2. The buyer undertakes:

2.2.1. accept the Goods in quantity, assortment, within the terms and conditions established by this Agreement and the relevant Appendices thereto;

2.2.2. pay for the Goods, as well as pay (reimburse) transportation and other expenses of the Supplier within the terms and conditions provided for in this Agreement and/or the relevant Appendices thereto;

2.2.3. comply with other conditions provided for in this Agreement and its Appendices.

2.3. The parties undertake, before the ________ day of the month following the month in which the Goods were delivered, to sign reconciliation reports for the delivery of the Goods and settlements for them in such month of delivery.

2.4. The Supplier has the right, without the Buyer’s consent, to involve third parties to fulfill its obligations under this Agreement.

CONDITIONS AND PROCEDURE FOR DELIVERY OF GOODS BY ROAD TRANSPORT

3.1. Delivery of Goods by road transport can be carried out under the following conditions:

3.1.1. on the condition of “selection of the Goods by the Buyer” (hereinafter referred to as the “Selection”): by loading the Goods into the Buyer’s vehicle at the oil depot of the Supplier or a third party specified by him (hereinafter also referred to as the “Loading Place”). The location of the oil depot of the Supplier or a third party indicated by it is determined in the relevant Appendix to this Agreement.

3.1.2. on the condition of “delivery of the Goods to the Buyer” (hereinafter referred to as “Delivery”): by shipping the Goods by road transport of the Supplier or a third party (clause 2.4 of this Agreement) according to the shipping details specified in the relevant Appendix to this Agreement.

3.2. The Supplier is considered to have fulfilled its obligation to supply the Goods to the Buyer:

3.2.1. when sampling - from the moment the Goods are shipped to the Buyer’s vehicle at the place of shipment, i.e. from the moment the Goods are transferred from the connecting hose to the Buyer’s tank trucks, which is certified by the TORG-12 consignment note, signed by authorized representatives of the Buyer and Supplier or a third party specified by him. The delivery date is considered to be the date indicated in such consignment note TORG-12.

3.2.2. upon delivery - at the time of delivery of the Goods to the Buyer or the person specified by him (the consignee) according to the shipping details specified in the relevant Appendix to this Agreement, which is certified by the waybill signed by authorized representatives of the Buyer (consignee) and the Supplier (third party). The consignment note must be signed by an authorized representative of the Buyer (consignee) after the vehicle has arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's (consignee) containers. The delivery date is considered to be the date indicated in such delivery note.

3.3. Ownership, as well as the risk of accidental loss or accidental damage to the Goods, passes from the Supplier to the Buyer from the moment when the Supplier is considered to have fulfilled its obligation to supply the Goods to the Buyer (clause 3.2 of this Agreement).

3.4. In the application submitted in accordance with clause 1.4 of this Agreement, upon delivery of the Goods on delivery terms, the Buyer additionally determines shipping details indicating: the full name and address of the consignee.

3.5. The Buyer is obliged to ensure that his representative or the representative of the consignee has a duly executed power of attorney for acceptance of the Goods. In the absence of a properly executed power of attorney, the Goods will not be shipped, and the Supplier shall not be liable for violation of the delivery time agreed in the relevant Appendix to this Agreement, and in relation to the Buyer this is a failure to fulfill his obligation to accept the Goods and entails the consequences and liability provided for herein. Agreement.

3.6. When delivering the Goods on a sample basis, the Buyer is obliged to ensure the supply of road transport to the place of shipment within the delivery time (period) specified in the relevant Appendix to this Agreement for the shipment of the agreed batch of Goods. Motor transport must be supplied in technically sound condition, prepared in accordance with the requirements of current GOSTs and regulations of the Russian Federation, to ensure the safe conduct of cargo operations, otherwise all losses and expenses caused by its non-compliance with the specified requirement must be paid by the Buyer. Providing a vehicle that does not meet the specified requirements is equivalent to its non-submission. Failure by the Buyer to comply with the requirements of this clause of the Agreement is considered a failure by the Buyer to fulfill its obligation to accept the Goods and entails the consequences and liability provided for in this Agreement.

3.7. When delivering the Goods on a sample basis, an authorized representative of the Supplier or a third party indicated by him (at the place of shipment) has the right to check the compliance of the capacity of the Buyer’s tank truck with the data specified in the certificate of its verification (manufacturer’s passport). If a discrepancy is detected, an authorized representative of the Supplier or a third party specified by him has the right to refuse to ship the Goods to this tank truck by notifying the Buyer, and the Buyer is obliged to provide another tank truck that meets the specified requirements. Failure by the Buyer to provide a tank truck that meets the specified capacity requirements within the delivery time (period) specified in the relevant Appendix to this Agreement is considered a failure by the Buyer to fulfill its obligation to accept the Goods and entails the consequences and liability provided for in this Agreement.

3.8. When delivering the Goods on a sample basis, if the Buyer fails to fulfill its obligation to accept the Goods within the delivery time (period) agreed upon in the relevant Appendix to this Agreement, the Supplier has the right, at its choice, to apply any or all of the following consequences:

3.8.1. require the Buyer to pay a penalty in the amount of the rate for storage of one ton of Goods per day in effect at the tank farm of the Supplier or a third party specified by him (at the place of shipment), multiplied by the quantity of Goods untimely accepted by the Buyer, for each calendar day of delay, starting from the date of expiration the agreed delivery period (period) and the date of actual sampling (delivery date) of the Goods. At the same time, the amount of such a penalty:

l from 1 to 30 days (inclusive) is set based on a one-time rate for storing 1 ton of Goods per day;

l from 31 to 60 days (inclusive) - based on the double rate for storing 1 ton of Goods per day;

l from 61 to 90 days (inclusive) - based on three times the rate for storing 1 ton of Goods per day.

The amount of the penalty provided for in this paragraph of the Agreement is applied unless otherwise agreed in the relevant Appendix to this Agreement.

3.8.2. ship the Goods at the prices established by the Supplier on the date of actual sampling (delivery date) of the Goods, with a corresponding recalculation of the quantity of Goods shipped to the Buyer.

3.8.3. has the right to unilaterally refuse to fulfill this Agreement in part of the delivery of the relevant batch of Goods (its remaining part) or in full.

3.9. When delivering the Goods on condition of sampling at an oil depot of a third party specified by the Supplier, the Supplier also has the right to demand that the Buyer reimburse all the Supplier’s expenses incurred in connection with the Buyer’s failure to fulfill its obligation to accept the Goods within the delivery time (period) agreed upon in the relevant Appendix to this Agreement, in including (including but not limited to):

l costs of paying for the downtime of tanks, excess use of tanks, fees for paramilitary protection of cargo (petroleum products), payment for redirection of the specified tanks that arrived at such a tank farm to the Supplier and/or clients of the tank farm and are idle awaiting their supply, reception and discharge, from - for the Supplier exceeding the maximum volumes of a one-time storage lot of Goods agreed with such a tank farm and/or violating the schedule for the removal of Goods from the tank farm;

l costs of paying for the services of such a tank farm for storing the Goods in excess of the maximum volumes of a one-time storage lot of Goods agreed with such tank farm.

The Supplier has the right to demand reimbursement from the Buyer for the expenses specified in this clause of the Agreement, regardless of its application of the consequences provided for in clause 3.8 of this Agreement.

3.10. Unless otherwise agreed in the relevant Appendix to this Agreement, costs associated with the delivery of the Goods (hereinafter referred to as “Transportation costs”) are not included in the price of the Goods and are paid (reimbursed) by the Buyer to the Supplier in addition to the total cost of the Goods in the manner and on the terms agreed upon by the Parties in such an Appendix to this Agreement.

3.11. The Buyer does not have the right to refuse to accept and/or pay for Goods supplied in incomplete assortment or in a smaller quantity than agreed in the relevant Appendix to this Agreement.

3.12. The basis for making final payments for the delivered Goods is its quantity indicated in the TORG-12 consignment note or in the consignment note (clause 3.2 of this Agreement), and the invoice drawn up on its basis. The Supplier, within ________ days from the date of delivery of each batch of Goods, issues an invoice to the Buyer for the delivered Goods, to which is attached in two copies a Certificate of Delivery of the Goods signed by the Supplier, which the Buyer is obliged to sign, seal and send within ________ working days from the date of receipt To the supplier.

QUANTITY AND QUALITY OF PRODUCTS. ACCEPTANCE PROCEDURE

4.1. The quantity of Goods supplied under this Agreement must correspond to the quantity of Goods agreed upon in the relevant Appendix to this Agreement, taking into account the norms of natural loss and permissible measurement error.

4.2. The quality of the Goods supplied under this Agreement must comply with state standards (GOST), technical specifications (TU) and other regulatory and technical documentation establishing mandatory requirements for the quality of the Goods and valid on the territory of the Russian Federation, and be confirmed by the manufacturer’s quality passport (certificate).

4.3. Acceptance of goods:

4.3.1. Acceptance of the Goods in terms of quantity and quality is carried out by the Buyer (consignee) in accordance with the Instructions of the USSR State Oil Product Committee on the procedure for receipt, storage, release and accounting of oil and petroleum products at oil depots, loading points and gas stations of the USSR State Oil Product Committee system dated 08/15/85 No. 06-21-8 /446 and the Instructions for monitoring and ensuring the preservation of the quality of petroleum products in petroleum product supply organizations, approved by Order of the Ministry of Energy of Russia dated June 19, 2003 No. 231, when delivering the Goods on a sample basis - directly during the shipment of the Goods at the place of shipment to the Buyer’s road transport before its departure , when delivering the Goods on a delivery basis - after the vehicle has arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's (consignee) container. If the terms of the above Instructions conflict with the terms of this Agreement, the terms of this Agreement shall apply.

4.3.2. The quantity of Goods shipped is determined in tank trucks based on their full capacity. The capacity of the tank truck is established by the manufacturer and must be periodically checked in accordance with the procedure established by the current legislation of the Russian Federation. The quantity of Goods in a tank truck filled to the level indicator is determined by the tank truck verification certificate issued in accordance with the procedure established by the current legislation of the Russian Federation. The quantity of Goods indicated in the TORG-12 consignment note or in the consignment note after they are signed by authorized representatives (clause 3.2 of this Agreement) is correct and binding for both Parties. The Buyer's claims to the Supplier regarding the quantity of Goods delivered after the specified documents are signed by the Supplier are not accepted.

4.3.3. To check the compliance of the quality of the Goods with the declared quality passport (certificate), representatives of the Supplier or a third party indicated by him (at the place of shipment) and the Buyer (consignee) in the manner established by the relevant regulatory documents of the Russian Federation (GOSTs, etc.), select and draw up arbitration samples. When delivering the Goods on a sampling basis, samples are taken from the tanks of the Supplier's tank farm or a third party specified by him (at the place of shipment) during the process of loading the Goods into the Buyer's vehicle or, at the discretion of the Supplier or a third party specified by him (at the place of shipment) - from the Buyer's tank truck after loading Goods before departure of the vehicle; When the Goods are delivered on a delivery basis, samples are taken from the Supplier's (third party) tanker truck, which arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's (consignee's) container. Samples collected according to the established procedure are placed in bottles, capped and sealed. Sampling bottles are provided by the Buyer (consignee). One part of these samples, placed in at least 2 bottles, corked and sealed by an authorized representative of the Supplier or a third party indicated by him (at the place of shipment), is transferred to the representative of the Buyer (consignee). The other part of these samples, placed in at least 2 bottles, corked and sealed by an authorized representative of the Buyer (consignee), is transferred to the representative of the Supplier or a third party indicated by him (at the place of shipment). If samples in accordance with the provisions of this clause of the Agreement by the Buyer (consignee) were not taken and executed, the Buyer’s claims regarding the quality of the delivered Goods will not be accepted or considered by the Supplier.

4.3.4. If the quality of the delivered Goods is found to be inconsistent with the declared quality passport (certificate), the Buyer has the right to submit a written claim to the Supplier within ________ calendar days from the delivery date. If the Buyer makes such a claim to the Supplier, the Parties must conduct an arbitration analysis of the arbitration sample stored by the Supplier or a third party specified by it (at the place of shipment) in an independent, duly accredited laboratory agreed upon by the Parties. The results of such analysis regarding the quality of the delivered Goods are final and binding on both Parties, except for the presence of obvious errors. Unless otherwise agreed by the Parties, the costs of conducting arbitration analysis by an independent laboratory are paid by the Party whose claims or objections to claims are not confirmed by the results of the analysis. After the expiration of the period for filing claims established by this clause of the Agreement, all claims of the Buyer to the Supplier regarding the quality of the delivered Goods will not be accepted by the Supplier.

PRODUCT PRICE AND PAYMENT PROCEDURE

5.1. The price of the Goods and the total cost of the lot of Goods is agreed upon by the Parties for each lot of the Goods separately and is reflected in the relevant Appendix to this Agreement. The price of the Goods is set in Russian rubles per 1 ton and includes VAT at the rate in effect at the time of signing the relevant Appendix to this Agreement.

5.2. Unless otherwise agreed in the relevant Appendix to this Agreement, payment for the cost of the consignment of Goods is made on the basis of 100% advance payment in the manner prescribed by this clause of the Agreement. The Supplier issues an invoice to the Buyer for advance payment of the cost of the consignment of Goods within ________ business days from the date of signing by the Parties of the relevant Appendix to this Agreement. The Buyer is obliged to pay the specified invoice for advance payment within ________ banking days from the date of its issuance by the Supplier, otherwise the Supplier reserves the right to ship the Goods at the prices established by the Supplier on the date of actual payment, with a corresponding recalculation of the quantity of Goods shipped to the Buyer.

5.3. The Buyer pays (reimburses) the Supplier for transportation costs (transportation costs), as well as other expenses and payments in the cases, manner and under the conditions provided for in this Agreement and/or the relevant Appendices thereto. If the terms of payment (reimbursement) of the specified expenses and payments are not agreed upon by the Parties in the relevant articles of this Agreement and/or Appendices thereto, then such expenses and payments are subject to payment (reimbursement) by the Buyer within ________ banking days from the date of receipt by the Buyer of the relevant request and/or Supplier's invoices.

5.4. The final settlement between the Parties is made based on the cost of the actually delivered Goods, the subject to payment (reimbursement) of transport and other expenses and payments (clause 5.3 of this Agreement) and the payments made. Unless otherwise agreed in the relevant Appendix to this Agreement, the final payment is made no later than the last day of the month following the month in which the Goods were delivered, based on the reconciliation report specified in clause 8.8. of this Agreement, and in its absence - based on the deliveries of the Goods made and the payments made. If the reconciliation report (clause 5.8 of this Agreement) reveals a balance in favor of the Buyer, then the Parties, by mutual agreement, may count this amount towards payments for future deliveries of the Goods under this Agreement.

5.5. All payments by the Buyer to the Supplier under this Agreement are made by the Buyer by transferring funds to the Supplier's bank account specified in this Agreement, or according to other details specified by him within the time limits agreed upon by the Parties in this Agreement and/or the relevant Appendix to it. The date of payment is considered to be the date of receipt of funds to the Supplier's bank account.

5.6. When making payments under this Agreement, all expenses charged by the Supplier's bank are at the expense of the Supplier, and those collected by the Buyer's bank are at the expense of the Buyer.

5.7. When making payments under this Agreement, the Buyer is obliged to indicate in the payment documents in the purpose of payment the number and date of this Agreement and the corresponding Appendix to it, or the invoice number for payment issued by the Supplier, or the number and date of the invoice (if applicable). If the payment documents do not contain the purpose of payment or if it is indicated incorrectly, the Supplier has the right to include the payment as payment for any batch of Goods of its choice.

5.8. At the end of the month in which the Goods were delivered, the Supplier sends the Buyer a reconciliation report on the delivery of the Goods and payments for it, which the Buyer is obliged to sign, seal and send to the Supplier within ________ business days from the date of receipt. If the Buyer fails to fulfill this obligation, the Supplier has the right to unilaterally refuse to fulfill this Agreement.

5.9. If, after the Parties have agreed on the essential terms of delivery for any batch of Goods and signed the corresponding Appendix to this Agreement, the following occurs:

l increase in market or purchase prices for the Goods supplied under this Agreement (rates, prices, tariffs established by specialized organizations, etc.),

l or other circumstances have arisen in which the Supplier’s fulfillment of its obligation to supply such a batch of Goods on the terms agreed in the Appendix to this Agreement becomes difficult or impossible (lack of Goods, etc.),

The Supplier has the right to unilaterally, at its own discretion:

5.9.1. increase the price of the Goods for such a batch of Goods by notifying the Buyer (by telegram, teletype, fax) no later than ________ calendar days before the start date for delivery of such batch of Goods agreed in the relevant Appendix to this Agreement. In this case, the Buyer, within ________ calendar days from the date of receipt of the specified notice, must notify the Supplier (by telegram, teletype, fax) of its agreement with the change in the price of the Goods for such batch of Goods or of its refusal to fulfill this Agreement regarding the delivery of such batch of Goods. If the Buyer refuses to fulfill this Agreement regarding the delivery of such a batch of Goods, the Agreement in the specified part is considered terminated from the date the Supplier receives such notice from the Buyer. Failure by the Buyer to send the notice provided for in this clause of the Agreement to the Supplier gives the Supplier the right to postpone the delivery date, while the Supplier is not responsible for violation of the delivery time agreed in the relevant Appendix to this Agreement. Delivery of Goods at changed prices without the consent of the Buyer is not carried out.

5.9.2. refuse to fulfill this Agreement regarding the delivery of such a batch of Goods by notifying the Buyer (by telegram, teletype, fax) no later than ________ calendar days before the start date for delivery of such batch of Goods agreed in the relevant Appendix to this Agreement, and in this case The Supplier will not be liable for failure to fulfill its obligations under this Agreement. In the event of such refusal, the Agreement in the specified part is considered terminated from the date the Supplier sends the specified notice to the Buyer or from the date specified by the Supplier in such notice.

RESPONSIBILITY OF THE PARTIES

6.1. In case of non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties bear responsibility under the current legislation of the Russian Federation and this Agreement.

6.2. If the Buyer fails to fulfill its obligations to pay the Supplier the cost of the Goods, to pay (reimbursement) transport and other expenses, to make other payments within the time limits provided for in this Agreement and/or the relevant Appendices thereto, the Buyer shall pay the Supplier a penalty (fine) in the amount of ________% from the unpaid amount for each banking day of late payment. In this case, the Supplier has the right to suspend the delivery of the Goods for the period of delay by the Buyer, and in this case the Supplier will not be liable for violation of the delivery period agreed in the relevant Appendix to this Agreement.

6.3. If the Supplier fails to fulfill its obligation to supply the Buyer with an agreed batch of Goods within the delivery time specified in the relevant Appendix to this Agreement, provided that the Buyer duly fulfills its obligations related to the delivery of such batch of Goods (delivery of vehicles, payment of the cost of the Goods, etc.) The supplier bears responsibility established by the current legislation of the Russian Federation.

6.4. The contractual liability of the Parties not provided for in this article of the Agreement is determined in accordance with other articles of this Agreement.

6.5. For untimely notification (failure to notify) by the Buyer of the Supplier about changes in its constituent documents, location, postal or payment details, statistical codes, about a change of the sole executive body and/or other circumstances that may affect the proper execution of this Agreement and/or required for correct execution and issuing invoices (clause 10.6 of this Agreement), the Buyer pays the Supplier a fine in the amount of ________ rubles in each individual case, and also reimburses all expenses incurred by the Supplier to search for the Buyer or establish the above-mentioned Buyer’s data.

6.6. In addition to paying the penalties provided for in this Agreement, in the event of improper performance or failure by the Buyer to fulfill its obligations under this Agreement, the Buyer shall reimburse the Supplier for all damages caused in full (including those related to claims of third parties and/or government agencies). In addition, the Supplier has the right to suspend delivery of the Goods until the Buyer fully and properly fulfills its obligations under this Agreement or refuse to fulfill this Agreement (in whole or in part).

6.7. The Supplier has the right, at its discretion, to decide on the application (non-application) of liability provided for in this Agreement to the Buyer who has failed to fulfill or improperly fulfilled his obligations under this Agreement. This decision is expressed in a claim or invoice for payment of a fine or penalty. Fines, penalties and other sanctions for violation of obligations under this Agreement, as well as amounts of compensation for losses, are due to the Party only if they are recognized and paid by the Party that has not fulfilled or improperly fulfilled the obligations provided for in this Agreement, or on the basis of a decision that has entered into legal force court. The amount of penalties established by this Agreement is not fixed and may be changed by agreement of the Parties; the Parties may also agree on a different procedure for their collection.

FORCE MAJEURE CIRCUMSTANCES

7.1. The parties are not responsible for failure to fulfill (improper performance) of their obligations under this Agreement in the event of force majeure circumstances (force majeure). Force majeure circumstances include extraordinary and unpreventable circumstances beyond the control of the Parties and occurring after the conclusion of this Agreement, including: natural disasters (earthquakes, floods, fires, storms, etc.), circumstances of public life (military actions, epidemics, national or industry strikes, prohibitory acts of government bodies: declaration of quarantine, etc.), if these circumstances directly affected the execution of this Agreement.

7.2. A Party for which it has become impossible to fulfill its obligations under this Agreement due to the occurrence of force majeure circumstances must immediately inform the other Party in writing about the occurrence of the above circumstances, and also provide the other Party with confirmation of the force majeure circumstances within ________ calendar days. Such confirmation will be a certificate, certificate or other relevant document issued by an authorized government agency located at the place where force majeure circumstances occurred.

7.3. The time required by the Parties to fulfill their obligations under this Agreement will be extended by any period for which execution is delayed due to the listed force majeure circumstances.

7.4. If the duration of force majeure circumstances exceeds ________ calendar days, each Party has the right to unilaterally refuse to fulfill this Agreement in whole or in part by sending a corresponding written notice to the other Party.

DISPUTE RESOLUTION

8.1. All disputes arising out of or in connection with this Agreement, the Parties will strive to resolve through negotiations and in the claims procedure (the period for considering a claim and sending a response to it is ________ calendar days from the date of its receipt), and if a mutually acceptable solution is not reached, such disputes are transferred for consideration by the Arbitration Court _______________________ in accordance with the current legislation of the Russian Federation.

VALIDITY, PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

9.1. This Agreement comes into force from the moment it is signed by both Parties and is valid until the Parties fully fulfill their obligations under it.

9.2. This Agreement may be amended or terminated by agreement of the Parties or unilaterally in cases provided for by this Agreement and the current legislation of the Russian Federation.

9.3. In the event of a unilateral refusal to fulfill this Agreement in whole or in part in cases provided for by the current legislation of the Russian Federation, this Agreement is considered terminated or amended from the date specified in the corresponding written notice from one of the Parties sent to the other Party. In the event of a unilateral refusal to execute this Agreement in whole or in part in the cases provided for by this Agreement, this Agreement is considered terminated or amended from the date specified in this Agreement, and if such a date is not determined, then from the date specified in the corresponding written notice of one of the Parties , sent to the other Party.

9.4. If the Agreement is amended or terminated by agreement of the Parties, the Agreement is considered amended or terminated from the date the Parties sign the relevant agreement, unless otherwise agreed by the Parties in such agreement.

FINAL PROVISIONS

10.1. Any preliminary agreements and correspondence of the Parties regarding the subject and conditions of this Agreement and its Appendices prior to their conclusion/signing shall become invalid from the moment of their conclusion/signing.

10.2. The terms of this Agreement apply to each individual Appendix signed by the Parties and containing all the necessary essential terms of the supply agreement. In the event of discrepancies between the terms of this Agreement and the Appendices thereto, the conditions agreed upon by the Parties in the Appendix take precedence.

10.3. Neither Party has the right to assign its rights and obligations under this Agreement to third parties without the written consent of the other Party.

10.4. Any notices and documents under this Agreement must be in writing and signed by an authorized representative of the Party providing such notice or document. Such notices and documents, unless separate articles of this Agreement provide for a different procedure for sending them, must be handed over either personally to the other Party (addressee) or sent to it by mail in a valuable letter with a list of the contents with return receipt requested at the address indicated at the end of this Agreement. (unless the Party notifies otherwise in advance in writing). Any notice or document so delivered shall be deemed to have been duly served:

l in case of delivery personally to the other Party - at the time of direct transfer of the document to the authorized representative of that Party;

l in the case of sending by mail - at the time of direct receipt of the document by the authorized representative of this Party, which is recorded, inter alia, by a receipt on the delivery notice.

10.5. Notifications and documents transmitted by facsimile, in the case where such a method of transmission is provided for in this Agreement, have full legal force, provided that they are transmitted from the Buyer's and Supplier's subscribers and there is an appropriate mark on the receiving fax machine, which makes it possible to reliably establish that the document comes from the Party actual agreement. The transfer of original documents to the Party that previously sent them by fax is mandatory and is carried out to it within ________ calendar days from the date of such sending.

10.6. The Buyer is obliged to notify the Supplier in writing of changes in its constituent documents, location, postal or payment details, statistical codes, changes in the sole executive body and/or other circumstances that may affect the proper execution of this Agreement and/or required for correct execution and invoicing -invoices, accompanied by documents confirming the relevant changes within ________ business days from the date of the corresponding change.

10.7. The Parties guarantee to each other that the persons signing this Agreement, as well as persons signing other documents related to the execution of this Agreement, have duly confirmed authority to sign these documents.

10.8. On all issues not regulated in this Agreement, the Parties will be guided by the current legislation of the Russian Federation. If during the term of this Agreement the legislation of the Russian Federation in force on the date of its signing changes, the Parties will make every effort to introduce the necessary changes to this Agreement.

10.9. This Agreement is drawn up in two copies having equal legal force, one for each of the Parties.

LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

SIGNATURES OF THE PARTIES

1. THE SUBJECT OF THE AGREEMENT

1.2. Delivery of the Goods under this Agreement is carried out in separate batches on the basis and subject to the signing by the Parties of the relevant Annexes in accordance with clause 1.3 of this Agreement during the period from the date of entry into force of this Agreement and until “” 2019 inclusive. If neither Party declares in writing its intention to terminate this Agreement, then it is considered extended for the same period and on the same conditions. The number of extensions is not limited.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The supplier undertakes:

2.1.1. supply the Buyer with the Goods in quantity, assortment, within the terms and conditions established by this Agreement and the relevant Appendices thereto;

2.1.4. comply with other conditions provided for in this Agreement and its Appendices.

2.2. The buyer undertakes:

2.2.1. accept the Goods in quantity, assortment, within the terms and conditions established by this Agreement and the relevant Appendices thereto;

2.2.3. comply with other conditions provided for in this Agreement and its Appendices.

2.4. The Supplier has the right, without the Buyer’s consent, to involve third parties to fulfill its obligations under this Agreement.

3. CONDITIONS AND PROCEDURE FOR DELIVERY OF GOODS BY ROAD TRANSPORT

3.1. Delivery of Goods by road transport can be carried out under the following conditions:

3.2. The Supplier is considered to have fulfilled its obligation to supply the Goods to the Buyer:

from 1 to 30 days (inclusive) is set based on a one-time rate for storing 1 ton of Goods per day;
from 31 to 60 days (inclusive) - based on the double rate for storing 1 ton of Goods per day;
from 61 to 90 days (inclusive) - at the rate of three times the rate for storing 1 ton of Goods per day.

The amount of the penalty provided for in this paragraph of the Agreement is applied unless otherwise agreed in the relevant Appendix to this Agreement.

3.8.3. has the right to unilaterally refuse to fulfill this Agreement in part of the delivery of the relevant batch of Goods (its remaining part) or in full.

expenses for payment of idle time of tanks, excess use of tanks, fees for paramilitary protection of cargo (petroleum products), payment for redirection of the specified tanks that arrived at such a tank farm to the Supplier and/or clients of the tank farm and are idle awaiting their supply, reception and discharge, due to - for the Supplier exceeding the maximum volumes of a one-time storage lot of Goods agreed with such a tank farm and/or violating the schedule for the removal of Goods from the tank farm;
expenses for payment for the services of such an oil depot for storing the Goods in excess of the maximum volumes of a one-time storage lot of the Goods agreed with such an oil depot.

3.11. The Buyer does not have the right to refuse to accept and/or pay for Goods supplied in incomplete assortment or in a smaller quantity than agreed in the relevant Appendix to this Agreement.

4. QUANTITY AND QUALITY OF GOODS. ACCEPTANCE PROCEDURE

4.3. Acceptance of goods:

4.3.1. Acceptance of the Goods in terms of quantity and quality is carried out by the Buyer (consignee) in accordance with the Instructions of the USSR State Oil Product Committee on the procedure for receipt, storage, release and accounting of oil and petroleum products at oil depots, loading points and gas stations of the USSR State Oil Product Committee system dated 08/15/85 No. 06-21-8 /446 and the Instructions for monitoring and ensuring the preservation of the quality of petroleum products in organizations supplying petroleum products, approved by Order of the Ministry of Energy of Russia dated June 19, 2003 No. 231, when delivering the Goods on a sample basis - directly during the shipment of the Goods at the place of shipment to the Buyer’s road transport before its departure , when delivering the Goods on a delivery basis - after the vehicle has arrived with the Goods at the address of the Buyer (consignee) specified in the shipping details, before the Goods begin to be discharged into the Buyer's (consignee) container. If the terms of the above Instructions conflict with the terms of this Agreement, the terms of this Agreement shall apply.

5. PRICE OF GOODS AND PAYMENT PROCEDURE

5.6. When making payments under this Agreement, all expenses charged by the Supplier's bank are at the expense of the Supplier, and those charged by the Buyer's bank are at the expense of the Buyer.

5.9. If, after the Parties have agreed on the essential terms of delivery for any batch of Goods and signed the corresponding Appendix to this Agreement, the following occurs:

increase in market or purchase prices for the Goods supplied under this Agreement (rates, prices, tariffs established by specialized organizations, etc.),
or other circumstances have arisen in which the Supplier’s fulfillment of its obligation to supply such a batch of Goods on the terms agreed upon in the Appendix to this Agreement becomes difficult or impossible (lack of Goods, etc.),

The Supplier has the right to unilaterally, at its own discretion:

6. RESPONSIBILITY OF THE PARTIES

6.3. If the Supplier fails to fulfill its obligation to supply the Buyer with an agreed batch of Goods within the delivery time specified in the relevant Appendix to this Agreement, provided that the Buyer duly fulfills its obligations related to the delivery of such batch of Goods (delivery of vehicles, payment of the cost of the Goods, etc.) The supplier bears responsibility established by the current legislation of the Russian Federation.

6.4. The contractual liability of the Parties not provided for in this article of the Agreement is determined in accordance with other articles of this Agreement.

6.7. The Supplier has the right, at its discretion, to decide on the application (non-application) of liability provided for in this Agreement to the Buyer who has failed to fulfill or improperly fulfilled his obligations under this Agreement. This decision is expressed in a claim or invoice for payment of a fine or penalty. Fines, penalties and other sanctions for violation of obligations under this Agreement, as well as amounts of compensation for losses, are due to the Party only if they are recognized and paid by the Party that has not fulfilled or improperly fulfilled the obligations provided for in this Agreement, or on the basis of a decision that has entered into legal force court. The amount of penalties established by this Agreement is not fixed and may be changed by agreement of the Parties; the Parties may also agree on a different procedure for their collection.

7. FORCE MAJEURE CIRCUMSTANCES

7.3. The time required by the Parties to fulfill their obligations under this Agreement will be extended by any period for which execution is delayed due to the listed force majeure circumstances.

8. DISPUTE RESOLUTION

8.1. All disputes arising out of or in connection with this Agreement, the Parties will strive to resolve through negotiations and in a claim procedure (the period for considering a claim and sending a response to it is calendar days from the date of its receipt), and if a mutually acceptable solution is not reached, such disputes are referred to consideration by the Arbitration Court in accordance with the current legislation of the Russian Federation.

9. VALIDITY, PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

9.1. This Agreement comes into force from the moment it is signed by both Parties and is valid until the Parties fully fulfill their obligations under it.

9.2. This Agreement may be amended or terminated by agreement of the Parties or unilaterally in cases provided for by this Agreement and the current legislation of the Russian Federation.

10. FINAL PROVISIONS

10.2. The terms of this Agreement apply to each individual Appendix signed by the Parties and containing all the necessary essential terms of the supply agreement. In the event of discrepancies between the terms of this Agreement and the Appendices thereto, the conditions agreed upon by the Parties in the Appendix take precedence.

10.3. Neither Party has the right to assign its rights and obligations under this Agreement to third parties without the written consent of the other Party.

in case of delivery personally to the other Party - at the time of direct transfer of the document to the authorized representative of that Party;
in the case of sending by mail - at the time of direct receipt of the document by the authorized representative of this Party, which is recorded, inter alia, by a receipt on the delivery notice.

10.5. Notifications and documents transmitted by facsimile, in the case where such a method of transmission is provided for in this Agreement, have full legal force, provided that they are transmitted from the Buyer's and Supplier's subscribers and there is an appropriate mark on the receiving fax machine, which makes it possible to reliably establish that the document comes from the Party actual agreement. The transfer of original documents to the Party that previously sent them by fax is mandatory and is carried out to it within calendar days from the date of such sending.

10.9. This Agreement is drawn up in two copies having equal legal force, one for each of the Parties.

11. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

Provider

Buyer Legal address: Postal address: INN: KPP: Bank: Cash/account: Correspondent/account: BIC:

12. SIGNATURES OF THE PARTIES

Provider _________________

Buyer _________________

Please note that the supply agreement was drawn up and checked by lawyers and is an example; it can be modified taking into account the specific terms of the transaction. The Site Administration is not responsible for the validity of this agreement, as well as for its compliance with the requirements of the legislation of the Russian Federation.

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Table of contents

Number	Section / publication	Price
A1. Equipment supply →
A1.a1	Contract for the supply of (simple) equipment ~ (Simple) Equipment Supply Contract	2900
A1.a2	Agreement on long-term supplies of (simple) equipment ~ Long-term (Simple) Equipment Supply Agreement	4200
A1.b1	Contract for Supply and Installation of (Complex) Equipment	9900
A1.c1	Contract for supply and erection of plant (Process Line, Industrial Installation) and Technical Service	19900
A1.c1-Cn	Package “Contract No. A1.c1 (Russian/English) + version of the contract for the supply and installation of the plant in Chinese (Mandarin) - 成套设备进口合同”	19900
A2. Delivery of finished goods →
A2.1	Contract for the supply of (finished) industrial products ~ Sale Contract of Manufactured Goods	2900
A2.2	Agreement on long-term supplies of industrial products ~ Long-term Supply Agreement of Manufactured Goods	4200
A3. Delivery of perishable goods →
A3.1	Contract for the International Commercial Sale of Perishable Goods	2900
A3.2	Contract for the supply of grain and feed ~ Grain and Feedingstuff Supply Contract	4900
A3.3	Contract for the supply of cocoa beans ~ Сontract for transactions in cacaos beans	5900
A4. Purchase and sale of transport →
A4.a1	Aircraft purchase and sale agreement (abroad) ~ (Overseas) Aircraft Sale Agreement	5900
A5. Purchase and sale of real estate →
A5.a1	Contract for the purchase and sale of real estate ~ Contract for Purchase and Sale of Real Estate	2900
A6. Raw material supplies →
A6.b1	Anhydrous Ammonia Sales Agreement	5900
B1. Negotiated joint ventures →
B1.b1	Agreement on (contractual) joint venture - (Contractual) Joint Venture Agreement (simple joint venture)	3900
B1.c1	Joint Operation (Consortium) Agreement (complex joint venture)	4900
B2. Corporate joint ventures →
B2.a1-1	Model Joint Venture Company Contract	3900
B2.a1-2	Model Joint Venture Company Charter	3900
B2.a1	Package “Standard memorandum of association + charter of a joint venture”	7000
B3. Operations with business assets →
B3.a1	Agreement for the sale of (block) of shares ~ Share Sale Agreement	4900
B3.a2	Agreement on the sale of a share in a joint venture ~ Joint Venture Interest Sale Agreement	5900
B3.b1	Agreement for the purchase and sale of a business (enterprise as a single property complex) ~ Business Sale Agreement	19900
C1. Construction contracts →
С1.a1	Contract for the Construction of Industrial (Civil) Work	19900
C1.a1-Cn	Package “Contract No. C1.a1 (Russian/English) + version of the contract for the construction of an industrial facility in Chinese (Mandarin) - 国际土木建筑工程承包合同”	19900
C1.b1	Contract for Electrical, Mechanical and Process Works	17900
C2. Manufacturing services →
C2.1	Agreement on processing and assembly (on manufacturing services) ~ Manufacturing Services Agreement	5900
C2.1-Cn	Package "Contract No. C2.1 (Russian/English) + version of the agreement on processing and assembly (industrial products) in Chinese (Mandarin) - 加工装配合同"	5900
C2.2	Contract for the Storage of Goods	3900
C2.3	Technical Consultancy Service Contract	4900
C2.3-Cn	Package “Contract No. C2.3 (Russian/English) + version of the contract on technical assistance (consulting) in Chinese (Mandarin) - 国际技术咨询服务合同”	4900
C3. Professional services →
C3.a1	Professional Services Agreement	3900
C3.a2	Contract for the provision of (long-term) professional services ~ (Longterm) Professional Services Contract	4900
C4. Consulting services →
C4.1	Agreement for the provision of consulting services ~ Agreement for Consulting Services	5900
D1.Agency contracts →
D1.a1	Agency contract for the sale of machinery and equipment ~ Machinery and Equipment Agency Contract	4200
D1.c1	Agency agreement for the sale of raw materials and semi-finished products ~ Primary (Raw) and Semi-Manufactured Goods Agency Agreement	4900
D1.d1	Agency agreement for promotion of services - Services Agency Agreement	5900
D1	Package "Agency contracts"	12900
D2.Distribution contracts →
D2.a1	Exclusive (non-exclusive) distribution contract (European type) ~ Model Exclusive / Non-Exclusive Distributorship Contract (“soft” distribution agreement )	4900
D2.b1	Exclusive (Non-Exclusive) Distributorship Agreement (“hard” distribution agreement )	5900
D2.c1	Exclusive (Non-Exclusive) Distributor Agreement	4900
D2	Package "Distributor contracts" (Publications No. D2.a1 + D2.b1 + D2.c1)	13900
D3. Agency and distribution contracts →
D3.1	Exclusive (Non-Exclusive) Agency-Distributorship Contract ~ Model Exclusive (Non-Exclusive) Agency-Distributorship Contract	11900
D4.Intermediary contracts →
D4.a1	Fee Protection Agreement (sample of a `simple' intermediary contract)	3900
D4.b1	An agreement that does not allow circumvention and disclosure of content and for the provision of services ~ Non-Circumvention and Non-Disclosure and Services Agreement (sample of a `complex' intermediary contract)	4900
D4.c1	Exclusive (Non-Exclusive) Longterm Non-Circumvention and Non-Disclosure Agreement (sample of long-term (permanent) intermediary contract)	5900
D4	Package “Mediation agreements” (Publication Nos. D4.a1 + D4.b1 + D4.c1)	12900
E1. Oil/gas - Upstream →
E1.a1-1	Production Sharing Agreement	19900
E1.a1-2	Accounting Procedure (Annex to the Production Sharing Agreement)	9900
E1.a1	Package “Production Sharing Agreement + Accounting Procedure”	24900
E1.a2	Joint Operating Agreement + Accounting Procedure	19900
E1.b1	Agreement on the purchase and sale of a share in oil production - Interest in Petroleum Production Sale Agreement	5900
E1.d1	Agreement on joint exploitation of an oil and gas field ~ Unitization and Unit Operating Agreement	9900
E2. Oil/gas - Downstream →
E2.a1	Agreement on the supply of crude oil (by pipeline, on a prepayment basis) ~ Crude Oil Supply Agreement (pipeline delivery, provisional payment)	9900
E2.a2	Agreement for the supply of crude oil (pipeline delivery, subject to subsequent payment) ~ Crude Oil Supply Agreement (pipeline delivery, subsequent payment)	9900
E2.b1	Contract for the supply of crude oil (single tanker delivery on FOB/DAP terms) ~ Crude Oil Supply Agreement (FOB/DAP single vessel delivery)	9900
E2.b2	Crude Oil Supply Agreement (FOB/DAP long-term vessel delivery)	9900
E2.c1	Contract for the supply of gasoline / diesel fuel ~ Gasoline / Diesel Fuel Supply Agreement	5900
E2.d1	Agency agreement for natural gas marketing ~ Natural Gas Marketing Agency Agreement	5900
E3. Coal contracts →
E3.1	Agreement on the supply of blast furnace coke ~ Coke Supply Agreement	4900
E3.2	Agreement on (long-term) supplies of coal by rail and road ~ Coal Supply Agreement by Rail and Road	4900
F1. Commercial loan →
F1.a1	Interest-free Loan Contract	3900
F1.b1	Agreement on long-term loan and collateral ~ Longterm Credit and Security Agreement	12900
G1. Property rental →
G1.1	Commercial Real Property Lease Agreement	3900
G2. Transport rental →
G2.a1	Aircraft Lease Agreement (without crew)	19900
I1. Software →
I1.a1	Software License Agreement ~ Software License Agreement	4000
I1.b1	Software (System) Development Agreement	5000
I1.c1	Exclusive (Non-Exclusive) Software Distributorship Agreement	12000
I1.c2	Exclusive (Non-Exclusive) Software Distribution Contract	6000
I2. Technologies →
I2.a1	License agreement for the transfer of know-how ~ Know-How License Agreement	3000
I2.b1	License contract for the transfer of rights to a patent ~ Patent Technology License Contract	3000
I3. Franchising →
I3.a1	business organizations creating the principles and methods of contract law, such as UNCITRAL, UNCTAD, UNIDROIT, UNECE, WIPO, ICC, as well as authoritative sectoral organizations such as FIDIC, GAFTA, IUCAB, FIATA, FOSFA, FCC, etc., and therefore fully comply with international standards. All contracts are also adapted to the requirements of the law of the Russian Federation and can be used by Russian enterprises to formalize international transactions with partners both in the West and in the East. Main payment method Bank payments are accepted online Visa cards, MasterCard, Maestro, World, electronic cash Yandex-money, Sberbank Online, Alfa Click, Promsvyazbank, QIWI Wallet, WebMoney via payment service Yandex Cashier. Alternative payments Payment via international system Paypal(any bank cards from all banks in the world). Non-cash payments From Russian companies Payment by payment order (through the accounting department) is possible. There is a limit on the order amount. More details - this method payment is only possible for orders from 15,000 rub. If you would like to pay for your order by bank transfer, please follow the link and provide the information required for invoicing. Online payment security All on-line payments are made in compliance with strict security measures; payment information cannot be intercepted or communicated to anyone. All transmitted data is encrypted using cryptographic SSL protocol 3.0 with an encryption key length of 168 bits, so the security of operations is completely guaranteed. Delivery Delivery of paid documents is carried out to the customer’s email immediately after confirmation of payment. Bilingual All contracts distributed through the online service are presented in Russian and English languages. Mandarin Some publications are also available in Chinese, with abbreviations added to the contract numbers Cn in more detail - these are contracts developed for foreign investors by economic ministries and departments of the PRC, such as Ministry of Commerce, Commission for Economic Affairs and Trade and etc. Contract packages This logo marks contract packages, i.e. selections of similar documents for the user’s choice. Format All contracts are distributed in editable .docx format.

Sample additional agreement to the contract for the supply of petroleum products. Sample agreement for the supply of petroleum products concluded between legal entities

1. THE SUBJECT OF THE AGREEMENT

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

3. CONDITIONS AND PROCEDURE FOR DELIVERY OF GOODS BY ROAD TRANSPORT

4. QUANTITY AND QUALITY OF GOODS. ACCEPTANCE PROCEDURE

5. PRICE OF GOODS AND PAYMENT PROCEDURE

6. RESPONSIBILITY OF THE PARTIES

7. FORCE MAJEURE CIRCUMSTANCES

8. DISPUTE RESOLUTION

9. VALIDITY, PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

10. FINAL PROVISIONS

11. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

DELIVERY AGREEMENT

1. THE SUBJECT OF THE AGREEMENT

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

3. CONDITIONS AND PROCEDURE FOR DELIVERY OF GOODS BY ROAD TRANSPORT

4. QUANTITY AND QUALITY OF GOODS. ACCEPTANCE PROCEDURE

5. PRICE OF GOODS AND PAYMENT PROCEDURE

6. RESPONSIBILITY OF THE PARTIES

7. FORCE MAJEURE CIRCUMSTANCES

8. DISPUTE RESOLUTION

9. VALIDITY, PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

1. THE SUBJECT OF THE AGREEMENT

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

3. CONDITIONS AND PROCEDURE FOR DELIVERY OF GOODS BY ROAD TRANSPORT

4. QUANTITY AND QUALITY OF GOODS. ACCEPTANCE PROCEDURE

5. PRICE OF GOODS AND PAYMENT PROCEDURE

6. RESPONSIBILITY OF THE PARTIES

7. FORCE MAJEURE CIRCUMSTANCES

8. DISPUTE RESOLUTION

9. VALIDITY, PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

10. FINAL PROVISIONS

11. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

12. SIGNATURES OF THE PARTIES

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