Exhibit 10.12
Translation from Russian into English
CONTRACT No.
S2001/018
GENERAL CONDITIONS
THE PRESENT CONTRACT was booked on January 22, 2001 in Chisinau City BETWEEN
"Glass Container Company" S.A. acting on the basis of Moldavian legislation,
with the principle place of business activity: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, registered under no. 177003031 hereinafter referred to as the Supplier,
in the person of General Director ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ acting on the Statute
basis, and
"Asconi" SRL, acting on the basis of Moldavian legislation, with the principle
place of business activity: ▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, registered under
no. 10304619, hereinafter referred to as the Buyer, in the person of Director
▇▇. ▇▇▇▇▇▇ Constantin acting on the Statute basis.
The Buyer and the Supplier hereinafter referred to as the Party or the Parties
according to the text of the present Contract.
The Parties hereby agree as follows:
ARTICLE 1.
DEFINITIONS
If otherwise is not defined in the other articles of the present Contract then
the terms indicated in the Contract by capital letters shall have the following
definitions:
1.1. "Contract" -- the present Contract on buying and selling booked between the
Buyer and the Supplier in conjunction with all modifications.
1.2. "Annexes" -- additional stuff signed by the parties and governing some
aspects of the present Contract. The annexes are an integral part of the
Contract and subject to complete fulfillment by the Parties.
1.3. "The Goods" -- the goods delivered by the Supplier and accepted by the
Buyer according to the terms and conditions of the present Contract.
1.4. "Technical Specifications" -- technical data of the Goods in the form of a
draw shown in an Annex to the present Contract and PT MD
81-37476980-001-98.
1.5. "Packaging and Marking" -- a way to provide a safe and sound condition of
the Goods according to the terms and conditions of the present Contract.
1.6. "Quality" -- quality of the Goods according to the terms and conditions of
the present Contract.
1.7. "Legislation" -- current official legislative regulations and laws on the
territory of Republic of Moldova.
ARTICLE 2.
SUBJECT OF THE CONTRACT
2.1. The Supplier undertakes to pass to the ownership of the Buyer, in the
stipulated in the present Contract time, glass bottles (hereinafter referred to
as the Goods) according to enclosed "Technical Specifications" and the Buyer
undertakes to accept and pay in time for the Goods in the quantity and at the
price stipulated and agreed upon in Annexes to the present Contract.
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Translation from Russian into English
ARTICLE 3.
VOLUME OF THE CONTRACT
3.1. The quantity and assortment of the goods subject to delivery as well as
Annex on Delivery shall be adjusted by the Buyer and the Supplier 10 days before
the beginning of each month.
ARTICLE 4.
TERMS OF DELIVERY
4.1. The Goods shall be delivered on ex-works terms, the Supplier's warehouse.
ARTICLE 5.
PACKING AND MARKING
5.1. The Goods shall be packed in an appropriate manner with the Supplier
package in order to guarantee a safe delivery to the Buyer's place.
5.2. The Supplier shall not bear responsibility for:
a) breakage of the Goods happened during transportation and further storage
of the Goods if the Buyer fails to observe conditions of proper
transportation, unloading and storage of the Goods;
b) if breakage does not exceed 2,5% from the shipment volume.
5.3. The Buyer shall pay the Supplier the security for pallets to the extent of
8 dollars per pallet (including VAT) 5 days before the shipment. The Buyer shall
return the pallets to the Supplier by means of its own transport facilities and
in the quantity and in conditions they had been shipped during no more than 30
days of the shipment. The Supplier shall refund the Buyer the security for the
returned pallets or the Buyer shall have the right to purchase the Goods to that
amount.
5.4. Marking shall include the following information, the size of marking shall
correspond with the size of the package:
a) Producer d) Date of package
b) Type of bottle e) Quantity of bottles per a pallet
c) Identical number
ARTICLE 6.
QUALITY GUARANTEE
6.1. Quality of the Goods shall meet "Technical Specifications" enclosed to the
present Contract and State Standard GO ST-10117-91.
6.2. The Buyer shall have the right to send back the defective goods that do
not meet the requirements specified in "Technical Specifications" and
GOST-10117-91 on the basis of an bilateral report (drawn up by the Supplier and
the Buyer), in the presence of the Supplier's representative, during 20 days of
acceptance of the goods in the quantity and conditions
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Translation from Russian into English
they were delivered. The Supplier shall replace the defected goods in due terms
without any other sanctions.
ARTICLE 7.
PRICE AND TERMS OF PAYMENT
7.1. Prices for the goods are quoted by mutual agreement of the parties and
specified in Annex. In case of change in price the Supplier shall give the Buyer
a 15 days notice before the beginning of next month of delivery.
7.2. The prices are quoted in US dollars. Payment shall be performed in
Moldavian ▇▇▇▇ according to the exchange rate of the MNB on the day of payment.
7.3. The currency of the Contract is Moldavian ▇▇▇▇.
7.4. The Buyer shall perform the payment to the extent of 100% of the total
value of the shipped lot of the Goods, specified in Annex, within 20 days after
the shipment.
7.5. The date of payment is considered to be the date when the money comes to
the clearing account of the Supplier.
ARTICLE 8.
EXCLUSIVE RIGHT AND RESPONSIBILITIES OF THE PARTIES
8.1. The Buyer has an exclusive right to purchase the bottles Bordelesa Asconi
75 cl. produced by means of press machines financed by the Buyer providing the
terms and conditions of payment stated in art. 7.4. of the present Contract are
not infringed.
8.2. The Supplier undertakes to produce and ship the stated above bottles
exclusively to the Buyer and guarantees not to disclose technical data, patterns
and other information on the production of the given bottles to the third party.
8.3. Upon agreement of the Parties, the Buyer can assign its rights for payment
and receipt of the exclusive bottle to the third juridical party acting on the
basis of Moldavian legislation that is additionally specified in Annexes to the
present Contract.
8.4. In case of the delay in payment for the period longer than 3 months the
Supplier has the right to suspend the further deliveries regardless the Buyer's
orders until the debt is completely settled or, upon agreement of the Parties,
to cancel the present Contract and in that case the debt of the Buyer remains
subject to payment.
8.5. The Buyer has no right to cancel the submitted order for the goods
delivery and shall accept and pay for the whole quantity of the ordered goods
according to the provisions of the present Contract. If the Buyer does not
accept the goods or fails to pay for the goods during 45 days of the date it was
to be done, the Supplier reserves the right to make its own arrangements
regarding the goods.
ARTICLE 9.
INSURANCE
9.1. If there is a need to insure the Goods, the Buyer shall advise the Seller
no later than 7 days before the delivery of the following information to enable
arranging a timely insurance:
a) Value of the Invoice;
b) Description of the Goods;
c) Place of dispatch and expected date of the shipment.
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Translation from Russian into English
ARTICLE 10.
RESPONSIBILITIES OF THE PARTIES
10.1. If the Supplier fails to perform the obligations regarding volume of
delivery stipulated in Annex, the Buyer while carrying out art. 7.4. has the
right to apply penalty sanctions to the extent of 0.1% from the value of the
ordered but non-delivered lot of the Goods for each day of the delay.
10.2. If the Buyer fails to perform the payment obligations stipulated in Annex,
the Supplier has the right to apply penalty sanctions to the extent of 0.1% from
the value of the ordered but nonpaid lot of the Goods for each day of the delay.
10.3. The parties monthly shall carry out evaluation meetings.
ARTICLE 11.
DISPUTES SETTLEMENT
11.1. The Parties during the negotiations shall if possible, settle all disputes
arisen under the present Contract or in the connection of its performance.
11.2. If the Parties fail to settle the dispute then the dispute shall be
submitted to the Competent Court of the Republic of Moldova.
11.3. The applicable law is Moldavian legislation current on the date of signing
the present Contract.
ARTICLE 12.
INDEMNITY (FORCE MAJOR)
12.1. 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 arisen after the signing of the present
Contract and these circumstances and reasons led to them (Force Major) being
beyond the parties control affected on the performance of the given Contract.
Force Major shall include: earth-quake, flood, fire and other natural phenomenon
as well as legislative acts, wars and other circumstances beyond the parties
control.
12.2. The Parties have the right to prolong the term of the goods delivery by
the period required to eliminate these circumstances.
12.3. In case of the stated above circumstances representatives of the Supplier
and the Buyer shall immediately contact each other in order to co-ordinate the
measures to be taken.
12.4. If any Party fails to fulfil the overdue obligations, responsibility of
that Party shall remain in force.
ARTICLE 13.
OTHER CONDITIONS
13.1. Meaning and interpretation of the Contract are not subject to change
provided it is preliminary agreed by the Parties.
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Translation from Russian into English
13.2. The Contract comes into force upon its signing by authorized
representatives of the Supplier and the Buyer.
The Contract is valid to December 31, 2001 with the right to be prolonged.
13.3. All annexes to the present Contract shall be signed by both Parties and
constitute its integral part.
13.4. No Party has the right to assign the rights and obligations under the
present Contract to the third party without preliminary notification and written
consent of the other Party.
13.5. Upon signing the present Contract replaces all previous agreements and
correspondence.
13.6. The present Contract is drawn up in two copies in the Russian language,
one copy for each Party on the date and in the year stated above.
ARTICLE 14.
JURIDICAL ADDRESSES OF THE PARTIES
THE SUPPLIER THE BUYER
"Glass Container Company" S.A. "Asconi" SRL
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇ ▇▇▇▇▇▇▇ ▇▇.,
▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Moldova Chisinau, Republic of Moldova
C/a 22517010141324 C/a 22240001016 with
CB "MoldovaAgroIndBank", Chisinau Universalbank
MF 280101805 MF 280101803
Fiscal code: 540347 Registered under number 10304619
VAT code 0400082
Registered under number 17700303
On March 30, 1995
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
General Director Director
[SEAL]
This translation has been performed at the translation office "INTACT-SERVICE"
SRL.
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