No supplier



Contractual agreement No__________


Magnitogorsk December ___ 2015

Individual entrepreneur in face of Utkina M. E., hereinafter referred to as "Supplier" and  

______________________________ in face of __________________________ acting under ______________________________ hereinafter referred to as "Buyer" when referring together hereinafter referred to as the "Parties" have signed this Agreement as follows:


  1. Subject of agreement

1.1. The Supplier agrees to transfer branded clothing (hereinafter referred to as "Goods") in ownership of the Buyer; The buyer agrees to accept and pay for the Goods in quantity, assortment and at the prices specified in the specifications listed in Annexes to this Agreement.

1.2. The delivery time is calculated in accordance with specifications listed in Annexes to this Agreement.

1.3. The supplier guarantees that at the time of signing this Agreement all Goods in dispute and under arrest are not subject to collateral or charged with the rights of third parties.


  1. Terms of delivery
  1. The supplier delivers the Goods in accordance with the requirements of this Agreement.
  2. Unless agreed by both Parties additionally, the delivery of Goods to the Buyer delivery at (address): _______________, is carried out by and at the expense of the Supplier. The Loading of Goods is carried out by the Supplier. Unloading of Goods is carried out by the Supplier.

2.2.1. The Buyer has a right to pick up the Goods from the Supplier's warehouse located at: 455048, Magnitogorsk, Lenin passage 127, room 20. The Buyer agrees to inform the Supplier about a pick up of the Goods not later than 15 (fifteen) calendar days before the desired delivery date of the appropriate batch of the Goods with an email notification. Herewith all the expenses on shipping and unloading of the Goods are on the Buyer. The Loading of Goods is carried out by the Supplier.

2.3. The right of ownership of the Goods and risk of loss pass to the Buyer from the moment of signing the invoice and the actual delivery of the Goods.


  1. The procedure for receiving the Goods
  1. During the delivery of the Goods the Buyer is obliged to inspect the Goods to ensure that the quantity and range of Goods match the declared terms of the shipping documents for this consignment of Goods, and that packaging is not broken. Receiving is carried out by the Buyer as follows and in the following terms:
    1. in the case of delivery of Goods by the Supplier 

Receiving by the number of packages is carried out at the moment of the delivery of Goods to the warehouse of the Buyer and signing  the bill of lading by the Buyer's representative. In case of detection of shortage of packages or damaged boxes, the Buyer in conjunction with the driver are obliged to make a Record of discrepancies at acceptance, to ensure the driver's signature on the Record, and to put a mark in the waybill about the record of the discrepancies at acceptance and to provide the report to the Supplier. In case of the Buyer's breach of the order of the registration of full-packages shortage the correspondent claims of the Buyer are not accepted.

Single-piece quantity receiving as well as receiving by quality and range is carried out not later than 3 (three) working days from the date of receipt of the Goods at the Buyer's warehouse. The Buyer is obliged to inform the Supplier about the detection of single-piece shortage, visual defect or violations in product range within the above period and invite a Supplier's representative to form a report of the discrepancies. In case of absence of the Supplier's representative, duly notified about the time and place of forming the report, the Buyer is entitled to make the record unilaterally.

In the case of consent with the claim, the Supplier agrees to fulfill the deficiency or replace improper goods with products of proper quality or range in time additionally agreed by the Parties if the item is in stock, or proportionately reduce the cost specified in the Agreement.

1. In case of pick up

Receiving by quantity (including single-piece receiving) as well as by quality and product range is carried out by the Buyer at the Supplier’s warehouse at the moment of the direct receiving of Goods and signing of the consignment note.  All the complaints after the signing of the consignment note by the Buyer/Buyer’s carrier are not accepted.

  1. The return of unaccepted Goods is carried out in accordance with the Buyer’s consignment note.

3.3 . The Buyer agrees to return all the signed documents (consignment note Torg12, waybill) within 5 (five) calendar days from the moment of the delivery of Goods at Buyer’s warehouse.


  1. Quality and packaging

4.1. The Supplier guarantees quality and safety of Goods. Quality of Goods must adhere all the requirements of safety and quality fixed in Russian Federation state standards; this accordance must be confirmed with conformance and hygienic certificates as well as other documents issued by relevant authorities of Russian Federation, attached to the set of shipping documents for the Buyer.

  1. In case of detection of Goods of improper quality which could not be detected while receiving (hidden flaws), the Buyer has a right to send a complaint to the Supplier within 30 (thirty) days from the date of the receiving of the Goods.
  2. The return of Goods of improper quality is carried out by the Supplier at own transport and expense. The Buyer has a right to require to replace the Goods of improper quality, if there are the same Goods at the Supplier’s warehouse, or to return the money (in case of advance payment) or to proportionately reduce the cost of this Agreement. 


  1. Goods price and Payment procedure
    1. The cost of the delivered Goods conforms upon in the Annexes to this Agreement.
    2. All payments are to be transferred in rubles by Bank transfer from the account of the Buyer to the account of the Supplier.
    3. Payment for Goods must be transferred within a period specified in an appropriate Annex. The date of payment is the day of debiting the funds from the correspondent account of the Buyer’s Bank.
    4. Payment obligations can be terminated by both Parties including the offsetting of counter-claims executed by the Parties of bilateral Act on the mutual netting.


6. Responsibility

6.1. For non-performance or improper performance of obligations hereunder the parties shall bear property responsibility in accordance with the current legislation of the Russian Federation.

6.2. Warranty period for Goods lasts 30 days from the date of sale of the Goods to the end consumer, but not more than 180 days from the date of sale of the Goods to the Buyer. The warranty period starts from the date of actual transfer of the Goods.

6.3. In case of violation of payment terms hereunder by the Buyer, the Buyer is obliged to pay the Supplier an interest at the rate of 0.1% (zero point one percent) for each day of delay in payment of the outstanding amount.

6.4. In case of violation of delivery terms hereunder by the Supplier on more than 30 calendar days, the Supplier is obliged to pay the Buyer an interest at the rate of 0.1% (zero point one percent) for each day of delay in payment of the outstanding amount.

6.5. Penalties (fines) are charged only upon presentation of the relevant claim by the affected party and the recognition of such a claim by the offender or in the event of foreclosure by the court. If the claim has not been filed and/or was not recognized by the guilty party, penalties are not charged to unilaterally and shall be paid only in accordance with an enforceable decision of a court


7. Force majeure

7.1. The parties are relieved from responsibility for non-performance or improper performance of its obligations hereunder, if such failure to perform or improper performance is the result of the action of force majeure arising after signing the Agreement, which the parties cannot foresee or prevent.

7.2. Force majeure includes: flood, fire, explosion, subsidence, epidemic or other natural phenomena, military actions, and other circumstances not dependent on will of the Parties and that have a direct impact on the Parties' compliance with the terms of this Agreement.

7.3. In case of force majeure a Party referring to such circumstances shall immediately notify the other Party in writing. The notification must include information about character of the circumstances, as well as official documents certifying existence of these circumstances and, if possible, an estimate of their impact on the ability of the Party to fulfill its obligations under this Agreement.

7.4. If the party failed to send or timely send the notification provided in paragraph 7.3. of this Agreement, it shall be fully responsible for nonperformance or improper performance of its obligations under this Agreement.

7.5. In cases of the occurrence of the circumstances listed in paragraph 7.1, the due date for the Party's obligations under the Agreement is postponed in proportion to the time, during which these circumstances and their consequences force.

7.6. If occurred circumstances listed in paragraph 7.1 and their consequences continue to affect the Party for more than two months, the Parties shall conduct additional negotiations to identify acceptable alternative ways of performance of this Agreement.


8. The term of the Agreement

  1. The contract is concluded and entered into force from the date of its signing by the Parties and is valid until the Parties fulfill their obligations.


9. Other conditions

  1. In case of changing the location addresses and payment details each of the Parties is obliged to inform the other Party in writing, no later than 2 days from the date of occurrence of such changes.
  2. This Agreement is made in 2 replications, one for each party. All changes and additions to this Agreement are valid only in case they are made in writing and signed by both Parties.
  3. Obligations that define the relationship between the Parties, but not reflected in this Agreement, shall be governed by an applicable law of the Russian Federation.
  4. All the unresolved disputes are to be settled in the Arbitration court of Chelyabinsk region.
  1. Address, requisites and signatures of the Parties:


Registered office: 455021,

 Russian Federation, Chelyabinsk region, Magnitogorsk, Voroshilova street 37, apartment 177

Postal address: 455048, Chelyabinsk region, Magnitogorsk, Lenin passage 127, room 20


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