1. Terms of Delivery
1.1. OOO AIS-PLUS, established in Sowietskaya Ploschad, Torgowi Ridi, 20, Klin, Moscow Region, Russian Federation 141600; registered in the Trade register under No. 1025002593770, Tax number: 5020032070, with account number 40702978940190200094 (EUR), opened at Sberbank of the Russian Federation (Sberbank), Bank Branch No. 2563 of Klin, Moscow; represented by the Director Sogomonyan Ara Konstantini on the basis of the Statutes; “Supplier” hereinafter, delivers and hands over the goods to the buyer on DAP terms (Incoterms 2010) in accordance with the invoices – specifications to the contract, and the buyer accepts the goods and pays the amount specified in the contract.
1.2. All prices listed in the online shop include shipping costs to Kiel, Germany. Self-pickup from Kiel is possible. Additional shipping costs from Kiel will be calculated individually.
1.3. The shipping charges include all additional costs of shipping, moreover the costs of the prescribed environmentally friendly, stackable transport packaging.
1.4. The maximum delivery period for shipment is 40 working days from the date when order is delivered to the Supplier.
2. Price and total amount of the Contract
2.1. The prices of the Goods specified in the invoices are fixed on DAP terms in compliance with the INCOTERMS 2010 issued by the International Chamber of Commerce including the cost of the export procedure, packing, labelling and loading to the board of transport facility (truck).
2.2. The invoicing will be effected in Euro with an exact invoice for each individual order.
3.1. The transfer of perils shall take place when the Goods are taken over by the forwarder appointed by Buyer, at the earliest on the pre-set delivery date mutually agreed by Parties.
3.2 The Goods’ delivery date is considered to be the date of the consignment of the Goods at the place of destination, as shown in the order.
The Manufacturer “Kifato” OOO will ensure a constant excellent quality and safety standard of the Goods, corresponding to the State Standards existing in Germany. The quality established is to be maintained for all goods and services (with the same material thicknesses, specifications, etc.). The Supplier and the Manufacturer will strictly observe all safety standards applicable to the Goods (e.g. legal, manufacturer’s recommendations, professional association’s or fire police requirements, DIN/ISO standards including Buyer’s safety notices) in all his services. Changes are only allowed with the written approval of the Buyer.
5. Packing and marking
5.1. Each pallet shall be labelled and the label shall contain the following: Name of the Seller and Buyer, place of destination, pack number, gross weight, special conditions of storage and transportation (if any).
6.1. The payment deadline shall be following the actual fulfilment, namely the receipt of the shipment; the payment shall be due within 15 days from the shipment of the goods (invoice date). The date of the shipment (invoice date) is the date on exporting declaration stamp.
6.2. Payments shall be made in Euro.
7. Delivery and acceptance of the Goods
The Goods shall be considered as delivered by Supplier and accepted by Buyer (or another person specially appointed and named by Buyer) in respect of quantity, if the number and weight of packs are in accordance with the values stated on the related invoices, packing lists and CMR.
8. Guarantee of quality
8.1. Supplier guarantees that the Goods delivered to Buyer are free of defects. This warranty against defects is effective for one year from the date of delivery unless otherwise specified by the rules of law or the contract. Buyer may exercise its legal warranty rights at his own discretion.
8.2. Supplier guarantees that the fulfilment of the individual deliveries does not constitute a violation of any rules of law (e.g. acts, ordinances or other regulations of any official body). All of the supplied Goods are his own property; they are not mortgaged or unencumbered by the right of third parties (e.g. pledges, seizures or collateral securities).
9. Liability and penalties
9.1. In case of delayed delivery, Supplier owes a contractual penalty of 0.1% of the total value of the Goods for every commenced calendar day of delay, but not exceeding the maximum of 5% of the total value of the Goods.
9.2. After Buyer has unsuccessfully granted a reasonable additional deadline extension which has expired, it has, besides the title to the contractual penalty, the choice of further demanding delivery/performance, of announcing its withdrawal from the contract with or without demanding indemnification, or of purchasing Goods from a third party as substitution, and/or of claiming indemnification instead of performance. If performance is demanded, according to § 341, section 3 of the German Civil Code (BGB) it should be done without prejudice by Buyer. Buyer’s right for performance shall lapse if Buyer abrogates the contract in writing or demands indemnification instead of performance.
9.3. In the case of additional shipments accountable to the Supplier, freight costs may only be charged up to the amount saved by the Supplier due to an incomplete main shipment vs. a regular complete shipment. The related costs for customs clearance, certification etc. of additional shipments accountable to the Supplier will be paid in full by the Supplier.
9.4 If unloading the transport facility (truck) takes more time than the time period set below, Buyer is to pay a penalty of 150 euro/day.
If the Goods arrive at the point of unloading on time, the unloading time is 4 hours from the time of arrival.
The shipment needs the following documents for customs clearance:
- commercial invoice (it is obligatory to state the tax number of the Seller and the Buyer)
- certificate of origin (FORM A)
Should the trucks arrive on rest-days or holidays, the day for unloading is the 4 hours following the rest-day or holiday. If the overrun of the sojourn exceeds 48 hours, the penalty due is 250 Euro per day.
The claims should contain the quantity and the name of the goods as well as the nature of the claim. The claim is to be forwarded in written form and all the necessary documentation justifying the claim should be enclosed. The value of the claim is to be compensated by the Supplier within two weeks of the receipt of the relevant claim. In the case of goods that had not been ordered, the cost of the return shipment will be at the Supplier’s expense.
11.1. Should any circumstances arise, which prevent complete or partial fulfilment by any of the Parties of their respective obligation under the present Contract, namely: fire, natural calamities, blockade, prohibitions of the export or import or any other circumstances beyond the control of the Parties, the time stipulated for the fulfilment of the obligation shall be extended with a period equal to the period until these circumstances and their consequences will remain in force.
11.2. Should the above-mentioned circumstances and their consequences last more than 3 (three) months, each Party shall have the right to desist from any further fulfilment of the obligation under the Contract. In such case, neither of the Parties shall have the right to demand the compensation of any possible damage from the other Party.
11.3. The Party, to which it becomes impossible to meet its obligations under the present Contract, shall immediately advise the other Party in regard to the beginning and the cessation of the circumstances preventing the fulfilment of the obligations.
11.4. The certificates issued by the respective Chambers of Commerce of the Supplier’s or the Buyer’s country shall be sufficient proof of such circumstances and their duration.
12. Governing Law
This Agreement and all orders with no exception shall be governed by and construed in accordance with the laws of Germany.
Place of fulfilment is Moscow, Russia
14. Scope of the Contract
14.1. This contract shall become effective on the date it is signed. This contract may be cancelled by one of the parties with six months’ notice prior the date of cancellation.
14.2. Each party is entitled to extraordinary cancellation of this contract for grievous reasons. A grievous reason is for example:
- essential contract obligations have been gravely breached
- the quality of Supplier’s performance has decreased considerably
- The supplier has changed his deadlines or raised his prices to such an extent that they substantially differ from the deadlines and prices of competitors
- bankruptcy petition was filed
- signs of insolvency or other signs of financial difficulties occur
- the reputation of Supplier or his services is jeopardy in public opinion.
14.3. Cancellation must be made in writing form.