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quantity, assortment, at price and according to technical conditions as stated in Supplements №1, 2 which are the integral part of the present Contract.

2. Price and Total Amount of the Contract

The prices of the goods are fixed in _________currency and are to be understood ___________(FOB, CIF) packing and marking included. The Total Amount of the present Contract is_________.

3. Dates of Delivery.

Delivery of the goods under the present Contract should be effected within the dates stipulated in the supplement №_____to the present Contract. The date of the Bill of Lading and/or the date of frontier station stamp of the Sellers' country stated in (rail-) way bill to be considered as the date of delivery.

4. Quality of the goods

The quality of the goods should conform to the technical conditions stated in the Supplement N __ .

5. Packing and Marking

Tare and inner packing should secure full safety of the goods and protect the goods from any damages during transportation by all kinds of transportation means taking into consideration transshipments.

Each case is to be marked with indelible paint as following:

Case N. __________________________

Contract N. ______________________

Consignor ________________________

Consignee ________________________

Gross weight _____________________

Net weight _______________________

6. Delivery and Acceptance of Goods

The goods shall be considered as delivered by the Sellers and accepted by the Buyers: in respect of quality, issued by the Seller; in respect with quantity - according to the number of cases and weight as shown in waybill or Bill of Lading.

7. Payment

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Payment for the goods delivered is effected in _______________under an

the Letter of Credit and any other bank charges to be for the Buyers' account. The Letter of Credit is to be valid for_______ days.

The terms and conditions of the Letter of Credit should correspond to the

terms and conditions of the Contract; the terms which are not included in the Contract to be not inserted in the Letter of Credit.

The Letter of Credit to be available against presentation of the following

documents:

a. Full set of clean on board Bills of Lading issued in the name of

The Sellers should submit the abovesaid documents to the Bank for

payment within _______ days after loading of the goods. Should the Seller fails to do this he is to bear the expenses for prolongation of the Letter of Credit.

8. Claims

Claims in respect of the quantity in case of shortage inside the case may be submitted by the Buyers to the Sellers not later than ______days and in respect of the quality of the goods in case of non-conformity of same to that stipulated by

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the Contract not later than ______days after the arrival of the goods at the port of destination.

Contents and ground of the claim should be certified either by Expert’s

Report or by a Report made up with the participation of a representative of an uninterested competent organization.

The Sellers should consider the received claim within _____ days counting

courts by Arbitration Court at Chamber of Commerce, Moscow in accordance

with the Rules of procedure of the above Court the awards of which are final and

binding upon both Parties.

10. Force Majeure

Should any circumstances arise which prevent complete or partial

fulfilment by any of the Parties of their respective obligations under the present Contract, namely: fire, acts of God, war, military operations of any kind, blockade, and prohibition of export or import or any other circumstances beyond the control

of Parties, the time stipulated for the fulfilment of such obligations shall be

extended for the period equal to that during which such circumstances will remain in force.

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Supplementary materials

Для самостоятельной работы студентов

Commercial agency agreement

This Agreement dated _____________ is made between XXX Group, a Russian corporation, with its headquarters at __________ (hereinafter “XXX”), and China Rail Materials Import & Export Co., Ltd. doing business at Room 501, Jinyu Mansion, No.129, Xuanwumen West Street, Xicheng District, Beijing100031, P.R. China, (hereinafter “CRMIE”).

In Consideration of the mutual promises were made, the parties hereto agree as follows:

1. Appointment

Subject to all the terms and conditions of this Agreement, XXX hereby appoints CRMIE as its Exclusive commercial agent in the region of China (hereinafter referred to as “The Approved Territory ”) to promote the sale of Mobile Diagnostic systems and dedicated rolling stocks (hereinafter collectively referred to as “Equipment”) along with spare parts and any contracts for operation and maintenance services and technical services provided by the foregoing Equipment. The Approved Territory will be clarified for each project in Appendix A attached hereto and incorporated herein by reference with a letter stating the assignment by XXX to CRMIE

2. Duties of CRMIE

CRMIE, in connection with its performance of this Agreement, agrees to use its best efforts to:

a.Develop, promote, facilitate and close the sale of Equipment and Services to customers in The Approved Territory.

b.Collect all necessary or desirable information and documents relating to the operation or sale of the Equipment.

c.Upon reasonable request and in accordance with customary past practice, participate in meetings, conferences and communications with customers, government authorities, vendors, suppliers, the local operator of the Equipment and

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others relating in any way to the operation or sale of Equipment in The Approved

Territory.

d.Assist XXX in providing any technical data or other information required by customers and others relating to the operation or sale of Equipment in The Approved Territory.

e.Render assistance for completion and submission of any and all bids, documents or agreements to customers and others in The Approved Territory.

f.Provide customary translation and interpretation services as reasonably requested by XXX, including, but not limited to, technical information and data associated with the sale of Equipment in The Approved Territory. Written translation of large documents may require additional payments by XXX as may be quoted on a case-by-case basis by CRMIE.

g.Provide information to XXX and keep XXX informed and updated on The Approved Territory railway maintenance equipment and services market.

h.Actively promote and facilitate the sale, delivery and use of spare parts for Equipment in The Approved Territory.

i.Provide advance parts ordering information, negotiate for the ability to match any final quote of a competing parts supplier and increase the total parts sales to XXX.

j.Facilitate the organization and scheduling of visits to customers in The Approved Territory by XXX employees and others.

k.Act as a liaison and manage the commercial relationship between XXX and its customers in The Approved Territory, including soliciting timely payments from customers to XXX.

l.Provide general information to XXX on the local banking, governmental, insurance and legal requirements of doing business in The Approved Territory.

m.Assist XXX as requested in solving any problems that may arise in the delivery of railway maintenance equipment, parts or services to customers in The Approved Territory.

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n. Act as a liaison between XXX and the local operator of the Equipment in The Approved Territory and manage the commercial relationship between XXX and said local operator.

3. CRMIE’s Authority

CRMIE hereby agrees and acknowledges that it is not a general commercial agent for the sale of Equipment beyond the appointment set forth above. XXX agrees to assist CRMIE in promoting the sale of Equipment by participating in approved local trade shows and furnishing product and service information, such as brochures, videos, compact discs, catalogs, advertising matter, price lists, photographs, documents and bulletins all as deemed necessary by XXX. All such items in the possession of CRMIE shall remain the property of XXX and shall be returned to XXX promptly on request and immediately upon termination of this Agreement. CRMIE shall not have the right, power or authority to contract debts or other obligations or to enter into contracts in the name of or on behalf of XXX. CRMIE shall not use XXX’s trademarks, service marks or logotypes in any manner in connection with this Agreement, except on the sale of Equipment or Services that CRMIE may identify itself as an authorized agent of XXX. CRMIE shall not use the name of XXX on its office, its telephone listing or in similar situations unless approved in writing by XXX. CRMIE shall not make representations or warranties concerning the Equipment or services except as expressly authorized in writing by XXX.

4. Independent Relationship

No employee of CRMIE shall be an employee of XXX. CRMIE will perform its duties under this Agreement independently and will be free to arrange its activities and to determine the working schedule of its employees who are assigned to the promotion and sale of the Equipment. CRMIE is responsible for its acts and the acts of its employees, whether or not performed in the course of their employment. All costs, including salaries, contributions to social security and other expenses incurred by CRMIE in connection with the promotion and solicitation of the sale of the Equipment shall be borne by CRMIE, and CRMIE agrees to

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indemnify and hold XXX harmless from all liability under laws relating to liabilities of employers with respect to salaries, wages or benefits of any kind payable to or on behalf of their employees and for the acts of CRMIE and its employees.

5. Compensation

As compensation and reimbursement for the services rendered hereunder,

XXXagrees to pay CRMIE as follows:

a.A commission of ten percent (10%) of the Final Price of the Equipment sold in The Approved Territory, including the initial order of spare parts sold to a customer and shipped with the Equipment, but excluding any equipment or devices manufactured by third parties and included in the Equipment sale where CRMIE has received a separate commission paid by said third party. The above ten percent (10%) commission shall be paid as per the arrangement made between the customer and XXX. The following arrangement is as a standard payment method and may be amended upon the agreement of both parties:

1. Fifteen percent (15%) of the commission shall be paid by T/T to the nominated account of CRMIE within 15 calendar days upon the execution of the sale agreement between XXX and the customer.

2. Seventy-five percent (75%) of the commission shall be paid by T/T to the nominated account of CRMIE within 15 calendar days upon shipment in accordance with the agreed upon shipping terms and upon XXX’s receipt of the 75% shipment progress payment.

3. The remaining ten percent (10%) of the commission shall be paid by T/T to the nominated account of CRMIE within 15 calendar days upon final 10% payment by the customer and receipt thereof by XXX.

For the purpose of this Agreement, the “Final Price ” shall be the contract price between XXX and the customer of the Equipment (per Incoterms 2000).

b.A commission of fifteen percent (15%) of the Final Price of any additional spare parts sold by XXX to customers in The Approved Territory, after the initial order, for the term of this Agreement, provided that CRMIE continues to

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satisfactorily perform its Duties hereunder and provides valuable assistance to

XXXin its commercial relationship with its customers.

c.A commission equal to fifteen percent (15%) of the fee XXX receives from its customer under the Technical Support Agreement between XXX and said customer in The Approved Territory, after the initial order, for the term of this agreement, provided that CRMIE is continuing to satisfactorily perform its Duties hereunder and provide valuable assistance to XXX in its commercial relationship with its customers. (This does not relate to a contract service operation.)

d.CRMIE has the rights to possess 70% of the differentials exceed the Final Price instructed by XXX through its own efforts to sell the equipment at a higher price to the customers in The Approved Territory.

e.Besides as the agency of XXX equipment, CRMIE is also entitled, at its own name, to buy and sell them directly to the customers in The Approved Territory. XXX agrees to give CRMIE a discounted price of the equipment. The parties herein will discuss and define the transaction details when this kind of cooperation is applicable.

Commissions for sales of parts and technical service are only for direct sales to customers of the purchased Equipment. No commissions will be paid for parts or technical services toward a contract service operation including if shipped with the Equipment.

A review will take place on an annual basis to determine if the Duties are being fulfilled with positive results to determine if there will be any adjustments to the compensation.

6. Duration and Termination

a.Duration

This Agreement shall become effective only when executed by both parties and shall continue in effect until Dec. 31, 2013 unless sooner terminated in accordance with the terms of this Agreement. Payments and obligations arising from sales that occurred during the term of this Agreement will continue in accordance with their terms notwithstanding the termination of this Agreement.

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After the first two years, the term of this Agreement will be automatically renewed every year on a calendar one-year basis, unless either party gives ninety (90) days notice to the other party that it desires to terminate at the end of the current year term.

b. Termination with Cause

Either party without prior notice may terminate this Agreement where such party has good cause for termination. Without limiting the scope of that term, as construed under applicable law, it is agreed that:

1.The insolvency, bankruptcy or other substantial impairment of the credit of one of the parties,

2.The material violation by one of the parties of any term of this Agreement,

3.CRMIE commits an act or default which results in damage to XXX’s

business,

4.CRMIE violates any statute or law of the China or any of the jurisdictions where it performs services, shall be good cause for termination by the other party. Upon termination with cause, CRMIE shall be credited under Section 5 with orders received and accepted by XXX prior to receipt of notice of termination.

c. Procedures and Rights upon Termination with Cause

In the event of termination, CRMIE will promptly deliver to XXX: freight prepaid all personal property, equipment, materials and supplies delivered to it by XXX. Neither party shall be liable to the other for any losses or damages arising from or related to termination of this Agreement.

7.Independent Contractors

CRMIE shall not retain any consultant, sub-agent or other independent contractor to perform the duties of CRMIE as set forth in Section 2 without the express prior written approval of XXX.

8. Notices

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Any notice to be given by either party hereunder shall be in writing and shall be deemed to have been effectively given either when delivered personally to the other party (in the case of a company, to an officer of the company) at the party’s address set forth above or at any other address as shall be designated in writing by the party, or seven days after being sent to the address by an internationally recognized overnight courier service. Where notice is given by other means it shall be effective only upon actual receipt by the party to whom it is given, or in the case of a company, by an officer of the company.

9. Release

CRMIE, in consideration of XXX’s execution of this Agreement, hereby releases XXX from any and all claims, demands, contracts and liabilities, if any, which may exist at any time prior to the date of execution of this Agreement.

10. Governing Law

The rules of law and statutes of the China shall govern in all respects this Agreement. Both parties expressly waive and relinquish any rights or privilege, which, but for this Section, might inure to their benefit under other laws (specifically including, but not limited to, the laws of The Approved Territory and of Moscow) which might otherwise govern this Agreement.

11. Arbitration

Any controversy or claim arising out of or relating to this Agreement shall be submitted by the parties to binding arbitration to be conducted in China in accordance with the Commercial Arbitration Rules of the China Arbitration Association then in effect. The arbitration proceedings shall be conducted in the English language before a panel of three arbitrators. Any court having competent jurisdiction may enforce the award of the arbitrators.

12. Assignment

This Agreement and the rights and obligations hereunder may not be assigned or delegated by CRMIE without the express prior written authorization of XXX. XXX may assign this Agreement to its successors and assigns. This