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Соглашение на услуги по снабжению
Supply Services Agreement


(на английском языке)




[Схема сделки - поставщик является оптовым продавцом и дистрибьютором отпускаемых по рецепту лекарств, фармацевтических препаратов, товаров для здоровья и косметических продуктов, обычно продаваемых в розничных аптеках. Покупатель желает организовать сбыт таких товаров через свой интернет-магазин. Предметом контракта является поставка определенной продукции покупателю, причем поставщик принимает на себя обязательства по упаковке товаров определенным образом, для ее дальнейшей доставки конечным потребителям]


This Agreement is made and entered into this <XX day of ______, 200X>, by and between <Part 1>, having a principal place of business at <> (hereinafter referred to as "Supplier"), and <Part 2>, having its principal place of business at <> (hereinafter referred to as "Buyer").

WHEREAS, Supplier is a wholesale supplier and distributor of prescription drugs, pharmaceuticals, health and beauty care products and other over the counter products customarily sold in retail pharmacies; and

WHEREAS, Buyer is in the process of establishing an internet based on-line shopping site for the retail sale of products customarily sold in retail pharmacies; and

WHEREAS, Buyer desires to purchase from Supplier certain items, to furnish other items from sources other than Supplier, and to provide for the packaging for both such products by Supplier for shipment by Buyer to its customers who order said products from its internet based on-line shopping site; and

WHEREAS, Supplier desires to sell specified products to Buyer, to package said products together with products provided by Buyer and deliver the same to Buyer for sale by Buyer to its customers through Buyer's internet based on-line shopping site;

NOW, THEREFORE, in consideration of the mutual obligations and promises and additional consideration set forth herein, Supplier and Buyer agree as follows:

1. Definitions

The following terms shall have the definitions as set forth below.

(a) Supplier Inventory - those items, products and goods owned by Supplier to be sold to Buyer consisting initially of approximately XXX shelf keeping units (SKU), currently purchased as inventory by Supplier for its own account together with those additional line items which Supplier agrees to add to its inventory at the request of Buyer.

(b) Buyer Inventory - those items, products and goods owned by Buyer and supplied to Supplier with the approval of Supplier (which shall not be unreasonably withheld) for packaging for shipment to Buyer's on-line customers consisting initially of approximately

(c) Line - means one or more items of the same shelf keeping unit (SKU) as that term is customarily used in the pharmaceutical and health and beauty care products wholesale industry.

(d) Deadnet Cost - means the manufacturer's wholesale list price reduced by applicable vendor allowances and cash discount, if any.

(e) Delivery Point - the staging area in the building located at <>, where packaged and sealed goods, labeled and ready for shipment, are delivered by Supplier to Buyer. Supplier shall determine and designate the staging area.

2. Supplier inventory

Supplier agrees to sell and Buyer agrees to buy Supplier Inventory to supply orders of goods made by customers of Buyer on its internet based on-line shopping site during the term of this agreement upon the following terms:

(a) The price to be paid by Buyer for items of Supplier Inventory shall be the current Deadnet Cost plus XX of Deadnet Cost for each item purchased by Buyer.

(b) Supplier shall bill Buyer daily for Supplier Inventory purchased by Buyer.

(c) Buyer shall pay Supplier within 15 days of invoice date by electronic funds transfer to the following account:
Account Name: XXX
Account #: XXXXXXXXXXXXXXXX

(d) Buyer shall deposit the sum of $XX,000.00 with Supplier as security for payment of amounts owed to Supplier by Buyer for purchases of Supplier inventory. If any invoice remains unpaid on the 18 day after the date of the invoice, Supplier may deduct from the deposit the amount necessary to pay said invoice. The deposit amount shall be replenished by Buyer within 2 days of receipt by Buyer of notice from Supplier. If at any time, and each time, that monies owed by Buyer to Supplier for purchases of Supplier inventory exceed the deposit amount by 10% of the deposit amount, Buyer shall increase the deposit to a sum equal to 100% of the monies owed to Supplier; provided, the security deposit shall not be less than $XX,000.00 during the period of time for which a deposit is required.

(e) If Buyer remains current in its payment of invoices owed to Supplier for Supplier inventory without any material invoices becoming past due during the first 6 months commencing with the date of the first purchase by Buyer from Supplier, the requirement for a deposit shall be terminated and the deposit amount shall be applied by Supplier to the next occurring invoices until the deposit has been exhausted. However, should any invoice not be paid when due (thus, requiring payment made from the security deposit), during the first 6 months, the requirement for the security deposit shall continue until such time as 6 months have expired without any past due invoices.

(f) Upon termination of this agreement, either at the expiration of the term or the expiration of any extended or carry over term or for any other reason, after payment of all sums owed by Buyer to Supplier under the terms of this Agreement, including but not limited to invoices for purchases of Supplier inventory and handling charges, the security deposit, or such portion thereof remaining, if any, shall be paid by Supplier to Buyer. Upon termination of this Agreement, either at its original term or any extended or carry over term or for any other reason, the security deposit may be applied by Supplier upon any and all amounts owed by Buyer to Supplier under the terms of this Agreement.

(g) Buyer is not required to send any orders to Supplier for Supplier Inventory or Buyer Inventory, or purchase any Supplier Inventory beyond the requirements set forth in Section 6(c).

3. Buyer Inventory

Buyer shall order and have shipped to the premises of Supplier at <>, the Buyer Inventory in accordance with the following terms:

(a) For so long as Buyer uses Supplier services to fulfill orders of Buyer inventory, Buyer may use the inventory purchase and management system that is currently used by Supplier. In the event Buyer elects not to use the Supplier inventory purchase and management system, Supplier shall create the interface to accept the completed purchase order data from Buyer's system to Supplier's system.

(b) In the event Buyer elects to use Supplier's inventory and management system, Buyer shall coordinate the purchase of all Buyer inventory through Supplier; however, all such purchasing shall be in the name of Buyer, billed to Buyer and paid by Buyer directly to the manufacturers and/or distributors. At no time shall Supplier be responsible for the mis-ordering, mis-shipment or other errors relating to the ordering and receipt of Buyer Inventory. Buyer shall have Buyer Inventory shipped to the premises of Supplier at <>.

(c) In the event Buyer elects to use Supplier's inventory purchase and management system and Supplier incurs any fees or other charges for allowing such use by Buyer, Buyer will reimburse Supplier for any and all such charges or fees within 15 days of the date of the invoice from Supplier to Buyer for said charges or fees.

(d) In the event Buyer elects to use Supplier's inventory purchase and management system, Buyer shall be responsible for, and bear the expense of, maintaining the integrity of the Buyer Inventory files.

4. Product Orders

Orders by customers of Buyer shall be forwarded by Buyer to Supplier. Upon Supplier's receipt of confirmation of the purchase from Buyer, the order shall be handled in the following procedure:

(a) Supplier shall pick those items of Supplier Inventory from its product inventory;

(b) Supplier shall pick those items of Buyer Inventory from the Buyer Inventory stored on the Supplier premises;

(c) Supplier shall validate order accuracy (using hardware and software supplied by Buyer and in accordance with reasonable Buyer approved procedures), pack the ordered items in boxes and/or other packaging materials provided by Buyer, seal and label the package for shipment;

(d) Supplier shall deliver the package to the Buyer employees at the Delivery Point;

(e) Buyer shall accept the goods at the Delivery Point at which time title to the Supplier Inventory in the package passes to Buyer, and the wholesale sale of the Supplier Inventory items is completed.

5. Shipping of Products

(a) All materials required for shipment of products, including but not limited to all boxes, packages, packing materials, tape, and labels shall be provided by Buyer at its own expense.

(b) Buyer shall be fully responsible for all packaged products once they have been delivered to Buyer or its agents at the Delivery Point by Supplier. Buyer shall provide and make arrangement for shipping of packaged products and shall pay all shipping charges from the Delivery Point except as hereinafter provided.

6. Handling Fees and Bonus Payments

Buyer shall pay to Supplier handling fees and bonus payments for the handling, picking and packaging for shipment of both Supplier Inventory and Buyer Inventory in accordance with the following terms:

(a) Buyer shall pay to Supplier a basic handling charge of XXX per order of goods which shall include up to ZZZ Lines of product regardless of the quantity of items of any one particular line of product. In addition, for each Line of product in excess of 000 for each order, Buyer shall pay to Supplier an additional YYY per Line. In determining the number of Lines of product in an individual order, both Supplier Inventory and Buyer Inventory shall be included. The picking and packing of samples, leaflets and other marketing materials shall not be considered a Line. However, if the picking and packing of such items materially increases the cost of fulfillment to Supplier, Supplier shall notify Buyer. The parties will, within five days of such notice, discuss methods to reduce or eliminate the additional cost to Supplier, including reducing the picking and packing requirements for such materials or paying Supplier its cost for picking and packing such materials. In the event the parties fail to reach an agreement, to reduce or eliminate the additional costs to Supplier within ten days from the date of Supplier's notice to Buyer, Supplier may discontinue the picking and packing of samples, leaflets and other marketing materials until such time the parties may so agree; and any such failure by Supplier to pick and pack any such samples, leaflets or other marketing materials shall not be considered a terminable event by either party under the terms of this Agreement.

(b) Supplier shall invoice Buyer for handling charges daily. Invoices are due on the fifteenth (15th) day after the date of the invoice (net 15 days) and must be paid by electronic funds transfer to the account specified in paragraph 2(c) above.

(c) Buyer hereby guarantees a minimum of 00 customer orders for product to be handled by Supplier during the three-year term of this Agreement. If Buyer (1) ceases business for any reason and/or this Agreement is terminated for any reason other than default or breach by Supplier, or (2) does not send XXX.000 orders to Supplier during the initial three-year term, Buyer shall pay to Supplier a sum calculated as follows:

i. where the actual number of orders processed by Supplier is less than XX orders, Buyer shall pay that sum of money which is equal to the number of actual orders processed subtracted from {*} multiplied by {*} PLUS the difference between the number of actual orders processed and {*} multiplied by {*}. For example, if the number of actual orders processed is equal to {*} orders,
then Buyer would pay to Supplier the sum of {*} which is the result of the following calculation: {*}

ii. where the actual number of orders processed by Supplier is equal to or greater then {*} orders, Buyer shall pay that sum of money which is equal to the number of actual orders processed subtracted from {*} orders multiplied by {*}. For example, if the number of actual orders processed is equal to {*} orders, then Buyer would pay to Supplier the sum of {*} which is the result of the following calculation: {*}.

Said sums shall be due and payable within 15 days after (1) cessation of business by Buyer (2) termination of this Agreement for any reason other than default or breach by Supplier, or (3) the end of the initial three year term, whichever first occurs.

(d) {пропущено}

(e) In the event either Buyer or Buyer's customer request additional special handling of an order such as gift wrap, extra packaging or extra wrapping, Supplier may impose a special handling charge upon each such order as the parties may so agree. All specialized wrapping, packaging and shipping supplies shall be furnished by Buyer at Buyer's cost.

(f) In the event that Supplier fails to pick the required inventory, package it for shipment and deliver it to the Delivery Point at or before <период времени> on the date of receipt of the order, Supplier shall reimburse Buyer for the shipping charges paid by Buyer upon that Order. This penalty shall not apply to any order which cannot be filled due to circumstances beyond the control of Supplier, including but not limited to acts of God, strikes at facilities other than Supplier facilities, transportation interruptions affecting the supply of Supplier Inventory, manufacturer or distributor back orders and insufficient Buyer inventory or packaging supplies.

(g) Buyer shall pay to Supplier bonus compensation in accordance with the following terms:

(i) at the end of each calendar quarter during the term of this Agreement, commencing on XX XX, 200X, a review of the goods and services provided by Supplier in accordance with the terms of this Agreement shall be made. Supplier shall be entitled to bonus compensation of {*} per processed order for each calendar quarter, if, and only if, the following bonus criteria are met:

(A) Orders received before {*} each day are delivered to the Delivery Point not later than {*} of the same day at a rate equal to or greater than {*} of the time.

(B) Supplier has maintained Supplier Inventory available to fill customer orders in stock and available for picking at least {*} of the time; provided, however, adjustments shall be made to account for manufacturer and distributor backorders of product, unavailable product, recall product, or any other circumstances outside of Supplier's control which affect the timely receipt of product by Supplier.

(C) Supplier's accuracy in filling and packaging for shipment in accordance with Buyer customer orders is at or exceeds {*}.

(D) Orders which are not filled and packaged ready for shipping due to events beyond the control of Supplier including but not limited to acts of God, strikes at facilities other than the Supplier facilities, transportation interruptions affecting the supply of Supplier inventory, unavailability of Supplier or Buyer Inventory from the manufacturer or distributor, and unavailability of adequate and proper packaging and shipping materials to be supplied by Buyer, shall not be considered in determining whether or not Supplier has met the bonus criteria specified in (A) through (C) above.

(ii) Bonus compensation as provided in this paragraph shall be paid within 15 days of the invoice date by electronic funds transfer to the address and account provided in paragraph 2 (c) above.

(iii) Customer Returns of Goods shall be directed to the attention of Supplier at __________ (указать адрес). Receipt of all returned goods shall be by Supplier personnel. Returned goods shall be handled as follows:

(A) Determination of Saleable and Unsaleable Product.

Supplier shall determine whether a returned item is Saleable or Unsaleable at its sole and final discretion. For those items determined by Supplier to be Saleable, Supplier shall restock the product at its cost and shall credit to Buyer the full amount of the product's cost paid by Buyer. For those items determined by Supplier to be Unsaleable, Supplier shall destroy, or make other arrangements for the disposal of, such product at Supplier's cost.

(B) Handling Fees.

For each and every returned order, including the return of partial orders, Supplier shall be paid a processing fee of {*} per order. Supplier shall invoice Buyer for processing fees daily. Invoices are due on the fifteenth (15th) day after the date of the invoice (net 15 days) and must be paid by electronic funds transfer to the account specified in paragraph 2(c) above.

7. Reimbursement of Supplier Cost.

Buyer shall reimburse Supplier for certain startup and ongoing costs of operations in fulfillment of its obligations under this contract in accordance with the following terms:

(a) Buyer shall reimburse Supplier as the start up expenses are incurred as follows:

(i) The sum of {*} for upgrade and modifications to Supplier's X Computer System to the standards necessary to perform under this Agreement;

(ii) A sum not to exceed {*} for the expense of computer programming and support (including but not limited to the costs of payroll, benefits, travel, lodging, meals, etc.) to implement the necessary software changes to Supplier's computer system in order to perform its obligations under this Agreement; and

(iii) A sum not to exceed {*} for expenses of Supplier in initially stocking Buyer inventory, programming for exchange of order and receiving information between Supplier and Buyer, and computer programming and training for inventory tracking.

(iv) Buyer shall reimburse Supplier for the actual out-of-pocket costs related to any additional programming not described in (i) - (iii) above such as the interface programming with Buyer's new "scan data" hardware/software system.

(v) Sums to be reimbursed under this paragraph (a) shall be invoiced by Supplier to Buyer as incurred, and shall be paid by Buyer within {*} days by electronic funds transfer to the address and account provided for in paragraph 2(c) above.

(b) Buyer shall additionally reimburse Supplier on an ongoing basis during the term of this Agreement and any extension thereof for the actual out-of-pocket cost of Supplier for a full time AS400 Computer Programmer including salary not to exceed {*} per calendar year plus all health and fringe benefits customarily provided by Supplier plus the employer's share of all payroll, FICA and unemployment compensation taxes relating to the salaried position. This obligation for reimbursement shall cover all reasonable expenses incurred by Supplier commencing with its hiring of the individual on XX XX, 200X. Buyer shall be obligated to reimburse Supplier for its actual cost of employment of up to two data entry clerks (to perform item file maintenance, interface and data input related to receipt of product) at a base salary not to exceed XXX per year plus health and fringe benefits, payroll taxes, FICA and unemployment taxes.

(c) Buyer shall reimburse Supplier for all costs incurred by Supplier to service and maintain any and all network servers, computer hardware, and other peripheral equipment provided by Buyer and installed (with the prior written consent of Supplier) upon the premises of Supplier. In the event any of the work which is to be performed by Supplier pursuant to this section is anticipated to exceed {*}, Supplier shall i) provide to Buyer an estimate of the costs which will be incurred by Supplier in performing such work; and ii) obtain written approval from Buyer prior to beginning such work.

(d) Supplier shall bill Buyer for its reimbursable costs, set forth in this paragraph 8 (b) and (c), on the 15th and last day of each month during the term. Buyer shall pay said invoices within {*} days by electronic funds transfer to the address and account provided for in paragraph 2(c) above.

8. Contract Term

This Agreement shall be for a period of three years from the date hereof and shall terminate at such time unless extended in writing by the parties.

This Agreement may not be terminated for any reason other than for default by one of the parties in performing its obligations under this Agreement. In the event of default, the Agreement shall terminate only after the defaulting party has received notice of the default from the non defaulting party and has failed to cure the default within 30 days after the date of said notice; provided, however, default in payment of any material amounts owed under this Agreement shall not be entitled to either notice or an opportunity to cure.

Upon termination of this Agreement by Buyer for default by Supplier, all of Buyer's obligations terminate, including the minimum order guarantees set forth in Section 6(c); provided, that Buyer shall pay any proper invoices outstanding as of the date of termination.

9. Examination of Records

Upon not less than 48 hours notice, each party shall be entitled to examine the records of the other party regarding the performance of the parties under this Agreement on regular business days (Monday through Friday) and during regular business hours (8:00 A.M. - 5:00 P.M. Mpscow time).

10. Use of Facilities

In performing the terms of this Agreement, Supplier shall provide warehouse
space for Buyer Inventory in accordance with the following terms:

(a) Supplier shall provide at no cost to Buyer up to but not more than X0,000 square feet of office and storage space for Buyer Inventory at Supplier premises located at <>.

(b) All premises and facilities provided by Supplier shall comply with all applicable laws and regulations.

(c) Buyer shall assign an adequate number of its employees or agents to take delivery of the packaged product at the delivery point and to handle all matters relating to the shipment of the product packages after receipt by Buyer of said product packages at the Delivery Point.

11. {пропущен}


12. Notices

Notice by either party will be made only in writing by certified mail, return receipt requested or facsimile addressed to the other party and will be considered given as of the time it is deposited with the <Russian Federation Postal Service> or acknowledged as received by the other parties facsimile machine.

Addresses for notices are as follows:

<>
Facsimile: <>

XXXXXX.COM
Attn: <>

Facsimile: <> Changes to the notice addresses may be accomplished by notice in accordance with this paragraph.

13. Risk of Loss and Insurance

With regard to risk of loss and insurance requirements the parties agree as follows:

(a) The risk of loss of Buyer Inventory shall at all times be born by Buyer.

(b) The risk of loss of Supplier inventory shall be born by Supplier up to and until said inventory is delivered to Buyer at the Delivery Point. At the time of delivery of the packaged product to the Delivery Point, title to Supplier Inventory shall pass to Buyer and Buyer shall bear the risk of loss as owner of the packaged products.

(c) Each party shall be responsible for maintaining insurance upon its own inventory, equipment, furniture, fixtures, supplies and other property located upon the premises of Supplier. Each party shall provide worker's compensation insurance upon its own employees in accordance with Texas law.

(d) Each party shall carry General Liability Insurance in the amount of not less than $X,000,000 per occurrence/$X,000,000 aggregate during the term of this agreement.

(e) Each party shall furnish evidence to the other party of its compliance with this paragraph

14. Confidential Information

The parties hereto consider this Agreement and all of its terms and conditions to be confidential. Except as may have been, or shall be, authorized in writing, or as hereinafter mentioned, each of the parties hereto shall keep confidential and shall not use otherwise than in the performance of this Agreement and shall take all reasonable steps to insure that its employees keep confidential and not use, all information supplied to them or which they have learned during the negotiations leading to this Agreement or learned hereafter concerning the business of the other. This obligation shall survive the termination of this Agreement and for 5 years after any termination of this Agreement. Nothing herein shall preclude disclosure of information to the extent that the disclosure is required to be made under statutory laws or regulations in force and applicable to the party, or pursuant to a subpoena; provided, however, the party required to disclose any such confidential information shall immediately, upon receipt of a subpoena, notice, demand or order to produce the information, and prior to complying with the subpoena, notice, demand, or order, notify the other party of said subpoena, notice, demand or order and at the request of the other party, contest or join with the other party in contesting the propriety and/or authority of disclosing the information. Each party shall bear its own costs of complying with the provisions of this paragraph.

15. Independent Contract; Taxes; Indemnification

The parties each agree and acknowledge that this Agreement does not constitute a joint venture or partnership. This Agreement has been reached at arms length negotiations and is an independent supply and services contract in which Supplier acts as a wholesale distributor of the Supplier Inventory. The parties agree and acknowledge that all sales made by Supplier to Buyer are made at wholesale and that Supplier is not, and shall not be, responsible for collection or payment of any sales taxes to the State of Texas, any other state, or any other governmental entity. Buyer agrees and acknowledges that it is the retailer of the products sold to its customers through the internet based on-line shopping service known as "XXXXX.COM." Buyer hereby agrees to indemnify and hold harmless Supplier from any and all claims, actions, suits, enforcement actions or other proceedings, including the reasonable attorney's fees, investigation costs and other costs incurred by Supplier in defending any such types of proceedings relating to the imposition of sales taxes upon the transactions described in this Agreement.

16. Assignability

This Agreement and the rights and obligations hereunder may not be assigned by either party without the prior written consent of the other party.

17. Force Majeure

Except for the payment of money due hereunder, Supplier and Buyer shall be excused for failure to perform under this Agreement where such failure results from circumstances beyond the affected party's control including, without limitation, such circumstances as fire, storm, flood, earthquake, strikes, work stoppages or slow downs, delay or failure of transportation or supplies, acts of the public enemy, acts of God or acts, regulations, priorities or actions of the <Russian Federation>, a regional or any local government or agents or instrumentalities thereof.

18. Warranties

Buyer acknowledges that Supplier is a wholesaler of products manufactured and packaged by other entities. SUPPLIER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF ANY GOODS OR SERVICES SOLD OR SUPPLIED UNDER THIS AGREEMENT INDEPENDENT OF, OR BEYOND THE WARRANTY AND RETURN POLICIES PROVIDED BY THE MANUFACTURER OR VENDOR, IF ANY.

19. Governing Law

This Agreement shall be interpreted, and the rights, obligations and liabilities of the parties determined in accordance with the laws of the <Russian Federation> (without regard to the conflicts of laws provisions thereof). The parties agree that any litigation arising out of this Agreement or performance of it by either party shall be litigated in either the <суд 1>, or the <суд 2>.

20. Amendments.

No alteration, modification or change of this Agreement shall be valid except by an agreement in writing executed by both parties hereto.

22. Dispute Resolution

Supplier and Buyer will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be chosen by Supplier and Buyer within 45 days after written notice by either to the other demanding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, and Supplier and Buyer will share the cost of the mediation equally. By mutual agreement, Supplier and Buyer may postpone mediation until some specified but limited discovery about the dispute has been completed. The parties may also agree to replace mediation with some other form of alternative dispute resolution. Any dispute which cannot be resolved between the parties through negotiation, mediation or other form of agreed alternative dispute resolution within 120 days of the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution. Nothing in this section will prevent either party from resorting to judicial proceedings if (A) good faith efforts to resolve the dispute under these procedures have been unsuccessful, (B) interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others, or (C) litigation is required to be filed prior to the running of the applicable statute of limitations. The use of any alternative dispute resolution procedure will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party.

23. Limitation of Liability

Neither party shall be liable to the other for any incidental, indirect, special or consequential damages whatsoever arising out of, caused by, or related in any way to this agreement. The parties expressly agree that the limitations on incidental, consequential, special or indirect damages set forth herein are agreed allocations of risk constituting in part the consideration for this Agreement, and that such limitations shall survive the determination of any court of competent jurisdiction that any remedy provided herein or available at law fails of its essential purpose.

24. Severability

In the event that any provision or any portion of any provision of this agreement is held illegal, unenforceable, or invalid by any Court, such provision or portion thereof shall be deemed to be deleted from this agreement and the validity of the remainder of this agreement shall remain unaffected thereby.

25. Entire Agreement

This Agreement together with the exhibits referred to herein, constitutes the entire Agreement and understanding of the parties with regard to the matters covered and herein have merged all prior and collateral representations, promises or conditions, whether oral or written.

In witness whereof, each of the parties hereto have caused this Agreement to be signed by its respective duly authorized representative.






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