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(Hereinafter referred to as……BUYER………).
(Hereinafter referred to as………SELLER…………).
Article – I: Definitions
1.1 Contract :
The contract, or this contract, shall mean this document as originally executed,
modified, amended or supplemented from time to time. (A 100% owned company
of the (sellers company name) having its Registered Office at INDIA, shall be
termed as the “Foreign Supplier/Contractor”.
1.5 Payment:
The payment of the cost price due hereunder is the responsibility of BUYER, and
will be duly paid by BUYER to the bank account of SELLER. or other designated
account which shall be agreed to by the parties hereto.
1.5.3 The payment of BUYER shall contain, among other things, such
clauses to the effect that should SELLER. fails to deliver the goods
or services for which it is paid for on the total value of the Invoice
there should be a refund of the principal together with the interest
of 1%.
2.1 This contract shall be effective from the date it is signed by the parties
(namely, BUYER & of SELLER.) and or assigned thereafter, and shall
commence on the date of the first day as soon as payment is received by
SELLER. in full. The expiry date of this contract shall be after the buyer
received all shipping documents and buyer made full deposit of payment
of the first total invoice value.
2.2 By these agreement between BUYER and SELLER, this contract may be
extended subject to conditions that shall be mutually agreed to but prior
to expiry of the term of this contract. Either party may notify the other of
its wish to extend the terms of this contract. The parties shall then
promptly negotiate the terms of such extension.
3.3 CIF term of delivery shall be applied, and BUYER allowed 12 calendar
Months to deliver all the products after SELLER. have received the full
payment covering the whole contract order quantities. But the
Contractor/Supplier, have no problem, if they can complete the shipment
before the interval, provided they have the capacity to meet up with
delivery of goods at certain level.
4.1.1 The funds that are allocated for this transaction are good, clean,
and non-criminal origin and under SELLER exclusive control.
Furthermore, the allocated funds are committed with full bank
responsibility to fulfill this contractual obligation.
4.3 Non-Circumvention:
4.3.3 Once fully executed, this contract shall not be reproduced in any manner
Whatsoever, except on a need to know basis.
4.6 Arbitration:
The parties making this contract do so with the knowledge and full expectation
that default by either party shall result in the payment of liquidated damages as
specifically provided therein.
Article – V
(i) Courier
(ii) Postage paid certified mail
(iii) Telephone Calls
(iv) Tel/Fax message notices
(v) Email messages.
5.3 Counterparts:
This contract may consist of one or more counterparts, all of which upon
execution shall constitute one of the same instruments. The parties
acknowledge that a Tel/Fax copy message or notice of this contract may
be signed by each party at different places and at different times. All duly
endorsed and acknowledge Tel/Fax documents shall be considered as
original documents and shall constitute binding and enforceable
instruments.
5.4 Amendment:
No verbal representations, warranties, or statements by third parties shall
have any force or effect upon this contract whatsoever. Any modifications
or amendments to this contract must be made in writing and signed by
both parties and witnesses or attested thereto.
5.5 Assignment:
5.6 Severability:
This contract shall be sever-able in the event any provision shall be
adjudged invalid, illegal or unenforceable. This contract shall be
constructed and interpreted without regard to any such invalid, illegal or
unenforceable provision.
5.7 Term:
This contract shall remain in full force and effect until
(i) The entire transaction is consummated, or
(ii) This contract is terminated by the mutual agreement of both parties, or
(iii) This contract is rendered null and void, pursuant to the terms herein or
due process of law
5.8.1 This contract supersedes all previous agreements, oral and written,
made by, or on behalf of the parties hereto with regard to the
transaction referenced by the codes.
6.2 Venue:
The venue of the arbitration of this contract shall be either London
(England) or Paris (France), as agreed by the parties hereto or as otherwise
by the International Court of Arbitration pursuant to I.C.C. rules or
Conciliation and Arbitration.
6.4 Default:
In the event either party fails to perform their respective obligation or
otherwise is in breach hereof by reason of any act or omission, which
constitute gross negligence, willful misconduct, or misrepresentations,
perjury, or defiance, the injured and aggrieved party may terminate this
contract and purchase transaction pending the determination and effecting
of satisfactory remedy.
6.7 Legalization:
In accordance with the status establishing the Agency, the legalization of
the hard copy of this contract agreement at the Benin High Court,
after it has been signed by both parties in Benin, will be made by the
SELLER. to this agreement, while the BUYER shall be responsible for all
Bank Charges during the transferring of funds to the Foreign Contractor
account.
7.1 The parties (SELLER & BUYER.) have entered into this agreement in
good faith and each will use its best efforts in the full spirit of co-
operation, to promptly achieve the purpose set forth. Each party shall
negotiate in good faith with respect to any future agreement required by
subsequent events. The parties acknowledge and agree that this Contract
is executed under oath, subject to the penalties of perjury.
7.2 The undersigned warrant, and affirm under penalty of perjury, that each
has the full legal capacity and lawful authority to execute this contract.
7.3 The undersigned acknowledge and affirm that they fully understand their
rights and obligations with respect to this Contract, or that they have
adequate time and opportunity to consult with legal Counsel of their
choice prior to execution hereof. And being fully informed and having such
advice, each has executed this Contract freely and without reservation.
Attn CEO:………………………………………………...
TO:
Attn CEO………………………………….
SELLER’S COMPANY NAME & ADDRESS BELOW:
……………………………………………………..
……………………………………………………..
………………………………………………………
Declaration: I, Mr/Mrs/Dr.………..………..………..………..………..………..……………………………………………………………
Seller’s Company:……………………………………………………………………………………..
For Seller:……………………………………………………………………..
Attn CEO…………………...
Date:
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(Commissioner of OATHS)
Signed & Date
NOTARY PUBLIC