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По законодательству
Registered office – место нахождения
3) hereinafter referred to as − именуемый в дальнейшем
Subject of the Agreement
The Supplier shall sell and the Buyer shall purchase the Goods, which are supplied by the Supplier to the Buyer, under any Contract concluded in accordance with the terms of this agreement.
Price
The Price of the Goods, indicated in the Contract concluded in accordance with this Agreement, shall be determined on the basis of the Attachment № 1 to this Agreement.
In principle, the Price of the Goods will remain unchanged during the whole duration of this Agreement. However, on mutual agreement of the Parties, prices may be changed at any moment to reflect possible new situation with the Buyer, or with the Supplier, or new market situation. Change in price in the amount exceeding 15% is subject to written agreement of the Parties, through their implementing amendments of Attachment № 1 to this Agreement.
Attachment – Приложение
2) in principal − в целом
3) to implement amendments − вносить изменения
4) on mutual agreement − по взаимному соглашению
Settlement of Disputes; Governing Law
The legal relationships between the Parties under this Agreement shall be governed by the applicable legislation of the Russian Federation.
All disputes, differences, or claims arising out of, or in connection with, this Agreement or any Contract, concluded pursuant to this Agreement, including those concerning their performance, violation, termination, or invalidity, shall be settled as far as possible by means of negotiations between the Parties. If the Parties do not come to an agreement, the matter shall be submitted for settlement to the Arbitration Court of __________ city.
Settlement of disputes – разрешение споров
Legal relationships – правоотношения
To govern – регулировать
Legislation – законодательство
Claim – требование
Invalidity – недействительность
Force Majeure
The Parties shall not be liable for the non-performance or improper performance of their obligations hereunder, or under any Contract, concluded pursuant to this Agreement, if this fact results from Force Majeure circumstances.
The Party, which is unable to perform its obligations due to Force Majeure circumstances, shall undertake to notify the other Party in writing, within ____business days after the commencement of such circumstances, about the nature and scope of such circumstances.
If such written notification is not sent, or is sent in violation of the time frame, the affected Party shall be deprived of the possibility to claim such Force Majeure circumstances.
In the event that Force Majeure circumstances occur, the performance of both Parties’ obligations hereunder, or under any Contract, concluded pursuant to this Agreement, shall be suspended for the duration of such circumstances.
If the Force Majeure circumstances in questions last for more than ___ weeks, the Parties shall conduct good-faith negotiations to evaluate the situation and to find mutually acceptable solutions. In the event that this is not possible, either Party shall have the right to unilaterally terminate this Agreement and/or any Contract, concluded pursuant to this Agreement, by notifying the other Party accordingly in writing.
1) force majeure − форс-мажор; обстоятельства непреодолимой силы
2) to be liable for − нести ответственность за
3) non-performance − неисполнение
4) improper performance − ненадлежащее исполнение
5) pursuant to − в соответствии с
6) to notify− уведомлять
7) commencement − начало
8) nature and scope − характер и масштаб
9) notification − уведомление
10) the affected Party − заинтересованная Сторона
11) to deprive of the possibility − лишить возможности
12) in the event − в случае
13) to suspend − приостанавливать, отодвигать
14) mutually acceptable solutions − взаимоприемлемые решения
15) unilaterally − в одностороннем порядке
16) to terminate − расторгaть
General Provisions
No amendment, change, or addition of or to this Agreement shall be effective or binding on any Party unless drafted in writing and signed by both of the Parties’ authorized representatives.
If any provision of this Agreement or any Contract, concluded pursuant to this Agreement becomes invalid, ineffective, or unenforceable for any reason, this shall not affect the validity or enforceability of any or all of their remaining provisions. In such a case, the Parties shall forthwith enter into good-faith negotiations to amend such provision in such a way that, as amended, such amended provision will be valid and legal and, to the maximum extent possible, will carry out the original intent of the Parties as reflected herein or in any Contract, concluded pursuant to this Agreement, with respect to the matter in question.
Any notices or other communications or documents, which are necessary or permitted under this Agreement, shall be sent in writing. Such notices shall be delivered, either in person against receipt or via facsimile transmission with confirmation of receipt.
This Agreement is signed in two (2) counterparts, each in Russian and English, and the texts in both languages shall have equal legal force. In the event of any discrepancy between the Russian and the English texts of this Agreement, the Russian text shall prevail.
1) general provisions – общие положения