Exhibit 10.9
Translation from Russian into English
CONTRACT OF SALE No. X-075
Moldova, Chisinau January 10, 2002
PCF "Asconi" Ltd. (Moldova), in the person of Director ▇. ▇▇▇▇▇▇ acting on the
Statute basis, hereinafter referred to as the Seller and IE "Hordex"
(Byelorussia), in the person of Director ▇▇▇▇▇▇ Y.N. acting on the Statute
basis, hereinafter referred to as the Buyer, hereby agree as follows:
1. SUBJECT OF THE CONTRACT
1.1. The Seller undertakes to pass the goods to the ownership of the Buyer
and the Buyer undertakes to accept and pay for wine, hereinafter referred to as
the goods according to specifications that make up an integral part of the
present Contract.
1.2. The Seller grants the Buyer an exclusive right to sell on the territory
of the Republic of Byelorussia any goods produced by the Seller.
1.3. The Seller has an exclusive right to deliver to the Buyer bottled wine
produced on the territory of Moldova Republic both by the Seller and other
producers.
1.4. The aim of the Contract is wholesale and retail trade of the goods on
the territory of Byelorussia Republic.
2. QUANTITY
2.1. Quantity of each title of the goods and the total volume of the
delivered goods shall be stipulated in specifications that make up an integral
part of the present Contract.
2.2. The parties shall adjust the quantity of every shipped lot of the goods
by issuing a separate specification.
2.3. The Seller shall bear all expenses regarding natural shortage common for
the given goods until the goods delivered to the Buyer.
3. ASSORTMENT
3.1. Assortment of the delivered goods under the present Contract shall be
defined in specifications that make up an integral part of the present Contract.
4. QUALITY
4.1. Quality of the delivered goods shall meet the requirements of GOST and
comply with the quality requirements of the Buyer's country.
4.2. Quality of the goods shall be confirmed by Quality Certificate issued by
the producer and other certificates confirming compliance of the goods quality
with the requirements current in the Buyer's country.
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Translation from Russian into English
4.3. Guaranteed period for the goods quality shall be defined according to
GOST requirements for this kind of the goods provided adequate temperature
conditions during transportation, storage and sale of the goods.
4.4. The period of replacement of the substandard goods or defects
elimination consists 20 days of the date of the Buyer's notification.
5. TERMS OF DELIVERY
5.1. The goods shall be delivered to the Buyer according to his orders and
required quantities.
5.2. Delivery shall be performed on CPT terms, Minsk, according to INCOTERMS
90.
5.3. The Seller shall execute all formalities regarding the goods export.
5.4. The Seller shall forward to the Buyer with every transport facility the
following documents:
- Waybills CMR;
- Invoice;
- Certificates of the Goods Compliance with the GOST required on the
Buyer's territory;
- Certificate of the Goods Origin, CT-1.
5.5. The parties shall adjust the list of the covering documentation prior to
delivery.
6. PRICE AND TOTAL VALUE OF THE CONTRACT
6.1. Price per item shall be quoted in US dollars and stated in specification
that makes up an integral part of the present Contract.
6.2. Price for the goods shall include cost of package.
6.3. The total value of the Contract on the date of signing makes up 400 000
(four hundred thousand) US dollars. The Parties reserve the right to change the
value of the Contract by mutual consent.
7. TERMS OF PAYMENT AND CURRENCY OF THE CONTRACT
7.1. Payment shall be performed by money transferring on the Buyer's account
during 45 (forty five) bank days of the date of shipment.
7.2. Currency of the Contract: US dollar.
7.3. Payment shall be performed by bank transfer.
8. DELIVERY AND OWNERSHIP
8.1. Ownership for the goods shall pass at the moment of shipment.
8.2. The date of delivery shall be the date of the goods arrival at the place
of destination.
9. SHIPPER AND CONSIGNEE
9.1. Shipper under the present Contract is PCF "Asconi" (Chisinau City,
Republic of Moldova).
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Translation from Russian into English
9.2. Consignee under the present Contract is IE "Hordex" (Minsk City,
Republic of Byelorussia).
10. PLACE OF DELIVERY
10.1. Place of delivery under the present Contract is Republic of Byelorussia,
Minsk City, 34 ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇. PACKAGE
11.1. Package of the goods shall be performed by the Seller in a way
preventing damage and /or destroy of the goods during the period of delivery to
the Buyer.
12. SHIPMENT AND TRANSPORTATION
12.1. Terms of shipment shall be defined by both Parties for each lot of the
goods but it can not be longer than 7 days of the date of receiving advanced
payment by the Seller.
12.2. The goods shall be shipped in automobile facilities according to the
volume of each lot of the goods.
12.3. The Seller shall bear all expenses on the goods shipment in automobile
facilities.
13. ACCEPTANCE OF THE GOODS
13.1. Acceptance of the goods shall be carried out by the Consignee:
Quantity: at the place of shipment;
Quality: compliance the data shown in Quality Certificate of the producer with
the data of lab test performed by an authorized expert in Certification a
Standardization of Republic of Byelorussia.
13.2. If the Consignee under the goods acceptance finds:
Defects in quality of the goods - the Shipper shall confirm the discrepancy in
quality by means of receiving (issuing) relevant certificates issued by
competent authorities of the Buyer's country.
13.3. In case of defects detected in the delivered lot, the Buyer shall make
the Seller a reclamation and demand removal of the defects (delivery of the
goods shortage, replacement of the inadequate goods, return of the substandard
goods or reduction in the value of the goods according to the actual
specifications of the delivered goods).
13.4. If the Parties fail to settle the question regarding the goods under the
reclamation, the Buyer can return the goods in question to the Seller provided
the Seller returns the Buyer advanced payment as well as compensate its expenses
on acceptance, unloading, storage and transportation of the goods under the
reclamation and payments according art. 14 and 15 of the present Contract.
14. CLAIMS
14.1. In case of latent defects as well as substandard quality of the
delivered goods, the Buyer has the right during the guaranteed period to make a
claim against the Seller
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Translation from Russian into English
provided observance all requirements to acceptance and storage of the given kind
of the goods.
14.2. The Parties accept the following document as a justified ground for the
claim:
Regarding quality: expertise certificate issued by competent authorities of the
Buyer's country.
14.3. The Seller shall react to the claim during 15 days.
14.4. If there is no reaction of the Seller during the stated above period,
the claim shall be considered accepted.
14.5. If the claim is accepted, the Seller shall during 5 bank days of the
claim acceptance transfer the reclamation charge to the Buyer and send him by
fax a copy of SWIFT.
14.6. If the Parties fail to come to the mutual understanding and the goods in
question are subject to return, the Seller shall return the goods at its expense
and by its transport facilities.
14.7. If the Parties fail to come to the mutual understanding and the goods in
question are subject to return, the Buyer shall include to the reclamation
charge the following expenses:
14.7.1. Customs duties paid under the customs clearance.
14.7.2. Cost of loading operations.
14.7.3. Storage charge.
14.8. Claims shall be justified and supported by appropriate documents
confirming the origin of expenses.
14.9. Charges under the claims shall be converted in the currency of the
present Contract -- US dollars according to the current exchanging rate.
14.10. If the Seller infringes the exclusive right of the Buyer to sell the
goods on the territory of Republic of Byelorussia according to the provisions of
the present Contract, the Seller shall pay the Buyer a penalty to the extent of
10% from the total value of the present Contract.
15. RELIABILITIES OF THE PARTIES
15.1. In case of infringement of the present Contract conditions, the
responsible Party shall indemnify the unsatisfied Party for losses including
expected profit in a manner provided by the current legislation.
15.2. In case of the delay in the goods shipment through the Seller's fault,
videlicet when the delay is more than 7 days of the date of money transfer by
the Buyer on the Seller's account, the Buyer has the right to cancel
unilaterally the present Contract and to demand immediately returning of the
advanced payment and in this case the Seller shall bear bank charges for the
transfer. Advanced payment shall be returned to the Buyer within 10 days.
Moreover the Seller shall pay a penalty to the extent of 5% from the advance
value.
15.3. In case of infringement of the terms of advance returning, the Seller
shall pay the Buyer a penalty to the amount of 0.2% from the advance value for
each day of the delay.
15.4. In case of delivery of the substandard goods, the Seller shall
compensate the Buyer the cost of the inadequate goods, penalty to the extent of
10% from the invoiced value of the substandard goods as well as expenses arisen
through the goods storage during the period of reclamation or/and claim.
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Translation from Russian into English
16. DISPUTES SETTLEMENT
16.1. The Parties agree to settle all disputes arisen under the present
Contract by means of bilateral negotiations.
16.2. If the Parties fail to come to the mutual understanding or if one from
the Parties refuses to satisfy justified claims of the other one, the
unsatisfied Party has the right to refer to the Higher Economic Court of the
Republic of Byelorussia.
16.3. The procedure and correspondence of the court examination shall be
performed in Russian. The present Contract is governed under the legislation of
the Republic of Byelorussia.
16.4. The award of the stated above court is final and binding upon both
Parties.
17. VALIDITY OF THE CONTRACT
17.1. The present Contract comes into force upon its signing by the Parties
and remains in force until the complete fulfillment but in any case till
December 31, 2002 inclusive.
18. MODIFICATION OF TERMS AND CONDITIONS OF THE PRESENT CONTRACT
18.1. Any modifications and annexes to the present Contract come to force
providing they are made in written form and signed by authorized representatives
of the Parties.
18.2. Any Party has the right to assign its rights and obligations under the
present Contract to the third Party without written consent of the other Party.
19. SPECIAL CONDITIONS
19.1. If need be they shall be specified in additional agreements.
20. OTHER CONDITIONS
20.1. The present Contract is drawn up in two original copies in the Russian
language, one copy for every Party.
20.2. In cases non-stipulated by the present Contract the Parties shall be
guided by the legislation of the Republic of Byelorussia.
20.3. Upon signing the present Contract shall replace all previous
negotiations, letters, and agreements regarding the questions under the
Contract.
21. FORCE MAJOR
21.1. The Parties shall be indemnified for partial or complete non-fulfillment
of the obligations under the present Contract if this non-fulfillment comes as a
result of exceptional circumstances that are beyond the Parties control.
21.2. As exceptional circumstances should be considered the following points:
21.2.1. Fire.
21.2.2. Flood.
21.2.3. Earthquake.
21.2.4. Other calamities.
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Translation from Russian into English
21.2.5. Wars.
21.2.6. Embargo.
21.2.7. All other acts and circumstances that directly affected on the
fulfillment of the obligations under the present Contract and that are
recognized by the competent Arbitration Commission as exceptional circumstances.
21.3. In this case the term of complete or partial fulfillment of the present
Contract shall be postponed according to Force Major duration. In this case
penalty sanctions shall not be imposed and no Party has the right to claim for
indemnity.
21.4. If Force Major circumstances last more than 30 days, the Parties have
the right to cancel the present Contract and claim for the final settlement
between the Parties.
21.5. The Party shall in writing inform the other one about Force Major
circumstances no later than seven days of the beginning date.
21.6. The Party under Force Major shall grant to the other one the certificate
confirming the stated above circumstances issued by the CCI or other competent
authority of the country.
21.7. Non-fulfillment of the stated above provision shall deprive the Party to
refer to Force Major circumstances.
22. JURIDICAL ADDRESSES AND BANK REQUISITES ON TIME OF SIGNING THE PRESENT
CONTRACT
22.1. THE SELLER: PCF "Asconi" Ltd.
Juridical address: Moldova, Chisinau District, Puhoi village, fiscal code 231582
Bank Requisites: CITIBANK, NEW YORK, USA
CITIBANK, NEW YORK, USA, SWIFT; ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, SWIFT: UNVBMD2X
In favor: SRL Asconi Ac. 22240001016840
22.2. THE BUYER: IE "Hordex"
Juridical address: Republic of Byelorussia, Minsk, 50 Knorin str., bl. 25, of
304
Currency account No. 3012302546016 and current currency account No.
3012302545017
With JSCB "Slavneftebank" Ltd., Minsk, code 108,
YHH 100571746, OKIIO 14615751.
22.3. The Parties undertake to inform immediately each other in writing if
there are changes in the information stated in art.22 of the present Contract.
THE SELLER: THE BUYER:
PCF "Asconi" Ltd IE "Hordex"
[SEAL]
This translation has been performed at the translation office "INTACT-SERVICE"
SRL.
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