1
EXHIBIT 10.26
AGENCY AGREEMENT ▇▇. ▇▇-▇▇/▇▇-▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇ "AMRUS TRADING COMPANY", represented by its Director General, acting on the
basis of the company's Charter, hereinafter named "the Principal", and ZAO
"OXIRIS", hereinafter named "the Agent", represented by Director General
V.A.Dolgov, acting on the basis of the Charter, entered into the present
agreement on the following:
1. SUBJECT OF THE AGREEMENT
1.1. Upon the request of the Principal, the Agent undertakes to conclude in its
own name, for a remuneration, deals connected with selling and buying
household appliances, further referred to as the Goods.
1.2. List of the Goods, provided to the Agent, and their prices are stated in
Annex 1, which is an inseparable part of this Agreement.
1.3. The rights and obligations under deals, concluded by the Agent with third
parties belong to the Agent.
1.4. The Goods supplied to the Agent by the Principal are owned by the Agent.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1 Rights and obligations of the Principal:
2.1.1 The Principal undertakes to deliver to the Buyer Goods of the proper
quality, conforming to the certificates, to other technical documentation,
and to the sanitary regulations, if those goods are in stock at the
Seller's warehouse, against an order made up by the Buyer not later than
24 hours after receipt of the order.
2.1.2 The Principal is obliged to replace the Goods delivered in improper form
at his cost, if the damages were caused by improper transporting or
stocking.
2.1.3 In case the Goods are not in stock at the Seller's warehouse, the Seller
is obliged to notify the Buyer of a possible date of delivery within 24
hours.
2.1.4 The Principal is obliged:
- to prepare the shipping documents;
- to accept from the Agent cash, received on order, within an agreed
time;
- to assume the obligations of the Agent to third Parties upon a written
request of the Agent;
- to study the reports of the Agent (listed in Item 2.2.1.) in time; if
after 5 (five) days the Agent received no objections regarding the
report, it shall be considered accepted and approved.
2.2 Rights and obligations of the Agent:
2.2.1 The Agent is obliged to provide to the Principal a report on the
progress of the order, as well as a report after the order is fulfilled
within 10 (ten) calendar days after the end of every month (report on the
sales made).
2.2.2 The Agent is obliged to accept Goods on conditions ex-warehouse of
the Principal in Moscow.
2.2.3 The Agent is obliged to check quality and assortment of the Goods
at delivery, to prepare and sign the appropriate papers, to notify the
Principal about defects of the Goods, revealed at delivery.
2.2.4 The Agent shall enjoy the right to demand reimbursement of the losses,
caused by the Principal's cancellation of the order.
3. REMUNERATION OF THE AGENT AND THE PAYMENT PROCEDURE
2
3.1 The Principal delivers Goods at the prices, agreed upon in Annex 1 to this
Agreement. Prices for the Goods are established in USD. Prices are allowed
to change within the validity term of the agreement. The Party, who makes a
decision about changes should notify the other Party not later than in 10
days after the actual change of price. Price change should be shown in the
Annex and agreed upon by the Parties.
3.2 Price of the Goods is determined by the fact of payment by the Agent for
the Goods by way of recalculating the price in rubles on the exchange rate
of the Central Bank of the Russian Federation for the date of payment for
the Goods. Date of payment should be considered the date, when funds are
written off the Agent's bank account.
3.3 The Agent is obliged to sell the Goods at the prices, not lower than shown
in the Annex 1. The commission shall be 5% of the sum of the Goods sold.
3.4 The Agent shall transfer monthly, till 10th day of the month, following the
reported period, the funds received for the Goods sold, less the commission
sum.
4. RESPONSIBILITY OF THE PARTIES
4.1. In case one of the Parties fails to fulfil any provision of this Agreement,
all disputes shall be settled on the basis of mutual understanding. If
settlement can not be reached in this way, the case shall be given over to
the International Arbitrage Court at the Moscow Chamber of Commerce and
Industry, city of Moscow.
4.2 In case the Agent delays payment to the Princiapl though the Agent's fault,
a fine shall be imposed in the amount of 0,5% of the sum, calculated as a
difference between the due sum for the Goods sold, actual selling sum and
commission sum for each banking day of delay of the payment. Fine paid does
not release the Agent from the obligation to pay the above-mentioned sum.
5. TERM OF THE AGREEMENT
5.1. This Agreement shall come into force from the date, when it is signed by
the authorised persons of the Parties.
5.2. Term of validity of this Agreement is established equal to one calendar
year. Validity of this Agreement upon its extinction shall be prolonged
automatically for each subsequent period, if neither of the Parties gave no
notice in writing, in a one month time before expiry date, to the other
Party on the termination of this Agreement, or on its further amendment.
6. TERMINATION CONDITIONS
6.1. This Agreement can be terminated upon the wish of one of the Parties, on
the condition that the other Party is notified not later, than in a month
before the termination date.
6.2 The Agent shall enjoy the right to terminate the agreement after paying
reminder of the funds to the Principal for the delivered Goods.
6.3 The Principal shall enjoy the right to terminate the agreement, by
delivering to the Agent all the Goods, necessary to fulfil the obligations
before the third parties, and by reimbursing to the Agent the costs to
fulfil the order.
7. FORCE-MAJEURE
7.1. In case circumstances outside one's control will occur, for instance,
flood, fire, earthquake, epidemic, war conflict, Coup d'Etat, acts of
terrorism, civil disturbances, strike, orders, decrees or other
administrative interference of the Government, or any other resolutions,
administrative or governmental restrictions, causing influence on
fulfilment of the obligations under this Agreement, or other circumstances
outside of reasonable control of the Parties, terms of
3
fulfilment of these obligations shall be postponed proportionally for the
period of existence of such circumstances, if they considerably affect
timely fulfilment of the whole Agreement, or one or another of its part,
subject for fulfilment after occurrence of the circumstances of
force-majeure. Both Parties should immediately notify in writing each other
on the commencement and cessation of circumstances of force-majeure, which
obstruct fulfilment of the obligations under this Agreement. The Party,
referring to the circumstances of force-majeure, should provide in
confirmation the document from the competent state body.
8. MISCELLANEOUS
8.1. This Agreement may be changed and supplemented by the written agreement of
the Parties, signed by the authorized representatives of the Parties.
8.2. The Agent can not give over his rights to this Agreement to other
organizations without a preliminary written consent of the Principal.
8.3. The Parties agree to keep in strict confidence conditions of this Agreement
and any information, related to the business side of the other Party in
relation to this Agreement, and not to make any public statements,
concerning these conditions, except as upon receiving beforehand the
written consent of the other Party.
8.4. This Agreement, including annexes, replaces any other preliminary
agreements, approvals, written and oral understandings, related to the
subject of this Agreement.
8.5. Within two working days from the date of signing of this Agreement each
Party delegates their senior employee (one from each side) for the purpose
of organizing technical co-operation in data exchange between the
informational systems of the Seller an of the Buyer.
8.6. Within two weeks from the date of signing of this Agreement the working
groups of the Parties, under supervision of their senior employees, shall
agree upon every detail of technical co-operation on exchange of
information about Goods, and prepare the Protocol on exchange, and
procedure for information updating, which shall be approved by the
authorized representatives of both Parties and shall be considered as
inseparable part of this Agreement.
9. ADDRESSES AND BANK DETAILS OF THE PARTIES
THE COMMISION TRADER THE AGENT
Full name Full name
Of organization: ZAO "AMRUS TRADING Of organization: ZAO "OKSIRSIS"
COMPANY"
Juridical address : 121248, Moscow Juridical address : 117802 Moscow
Ukrainskiy blwrd., bld.3/5, Nauchniy proezd 12
▇▇▇▇.2, (management room)
Full actual 113105, Moscow, Full actuall 117802 Moscow
Address: Varshavskoye shosse, 33A, address: Nauchniy proezd 12
Office 1305;
Telephone : (▇▇▇) ▇▇▇ ▇▇ ▇▇ Telephone : (▇▇▇) ▇▇▇-▇▇▇▇
Fax : Fax : ▇▇▇-▇▇▇▇
Name of the bank: "Perviy Gorodskoy bank", Name of the bank: AKB "Evrozapsibbank"
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇., ▇▇▇▇ ▇▇
Account : 40702810600000000085 Account : 40702810700030000049
BIC : 044583814 BIC : 044585726
Corresponding Corresponding
Account : 30101810400000000814 Account : 30101810000000000726
INN : 7730080227 INN : 7706200205
OKONH : 71100, 71200, 72200, OKONH : 71100, 71200, 71500
84500, 14933, 51500
4
OKPO 42949333 OKPO 51260913
ZAO "AMRUS TRADING COMPANY" ZAO "OKSIRIS"
/A.V.Lukyanov/ /V.A.Dolgov/
---------------------- - ---------------------------
Director General Director General
February 02, 2000 February 02, 2000