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Contract №: C20110118Guangzhou, China18 January, 2011« », Add:,hereinafter referred to as the "Seller", acting through its Director, being guided by the Statute, and ", hereinafter referred to as the “Buyer”, acting through its Director being guided by the Statute, named further as “Parties” have concluded the present Contract on the terms set out below:1. Subject of the Contract.1.1 The seller sells, and the Buyer buys on the terms of FOB Shenzhen,China or others which are specified in the Appendix to the contract, in conformity and under the prices specified in Appendices to the contract which are made to each delivery and are an integral part of the present contract.1.2. Under this Contract the Seller sells, and the Buyer buys Air Conditioners, produced by, hereinafter referred to as the “Goods”.1.3. The goods, delivered under this Contract, are intended for import to Russian Federation.1.4. The goods under the contract to be delivered by separate lots, by orders of the Buyer. The assortment, quantity, the price of the goods, delivery conditions, to be coordinated by the parties on each lot of the Goods in appendices to the present contract.1.5.The parties, under the present contract, can reconsider: conditions of delivery, the price and terms of payment, type of transport, destination and departure points, having coordinated in writing in the appendix, which to be an integral part of the present contract.2. Prices and Total Sum of Contract.2.1.The price for the goods is established in US dollars and is accepted on the terms of FOB Shenzhen or others which are specified in the Appendix to the contract which is an integral part of the present contract.2.2. Total amount of the contract is USD () US dollars. If the sum of the Contract exceeds the mentioned above sum the Parties will make an Addition to the Contract.2.3. All the taxes, customs duty and other dues imposed on the Buyer’s territory refer to the Buyer’s account, and those imposed on the Seller’s territory refer to the Seller’s account3. Terms of Payment.3.1.A payment under the present Contract makes as follows. The Buyer makes the prepayment 30% of the total cost of the order. The Seller inform the Buyer about ready-made products. The representative of the Buyer personally inspect the quality of produced goods. After the notification from representative of the Buyer about the proper quality of the samples of ready-made products the Buyer makes final payment - 70% of the total cost of the order .3.2.The Conditions of payment can be changed and must be indicated in Specification and/or invoice for each concrete supply of goods. The way of payment – the bank transfer.3.3.Bank fees at the Buyer’s ban k shall be carried by the Buyer, and at the Seller’s b ank– by the Seller respectively.3.4.The Parties shall inform each other in proper time about all the changes in the banking requisites. The changes of the banking requisites are registered in Supplements to the present Contract4. Terms of Delivery.4.1.The Buyer shall make an order in a written form for the each delivery with indication of desired delivery date and delivery address. The Seller shall send a Specification and/or Proforma-Invoice, Invoice by fax or e-mail.4.2.The delivery of goods under the present Contract should be effected on F.O.B. terms, Shenzhen port, according to INCOTERMS of 2000. The delivery of goods is to be effected in full conformity with Specifications for every delivery.4.3. The ordered goods must be produced and ready for delivery to 10,03,2011 after receipt of the payment order advance payment of 30% of the total booking cost.4.4.On completion of production of the goods under supply, the Seller shall notify the Buyer about the total amount of the products manufactured according to the specification.4.5.The goods should be transfered to the transport agent of the Buyer after the receipt of the 70% balance payment., depending on vessel availability.4.6.Date of sending of the goods is considered a date of transfer of the goods of the Seller to the Carrier for cargo transportation.4.7.After loading the Seller sends to the Buyer by fax or e-mail bill of lading, invoice, packing list for the goods.4.8.Originals of the documents go after shipment by express-post (TNT, UPS) on the address which is specified by the Buyer:- invoice in 3 copy,- packing sheets in 3 copy,- and original Bill of lading in 3 copy,- price certificate certified by China Council for the Promotion of International Trade- Cerficiate of origin- Certificate of Environmental Protection for R410Aas well as to inform the Buyer by fax or e-mail the following information:-name goods-Name of the vehicle,-the date of shipment,, gross and net weight,the volume shipped to the party.4.9. A delivery date is the date on the Bill of Lading.4.10.The goods to be accepted by the Buyer by quantity of places and weight, according to documents of the Seller on the goods.4.11.The shipper under the given contract can be the third firms and producers by the order of Seller.5. Package and Marking.5.1.Cargo should be packed in a standard export packing by the factory. The Seller pays all losses and damages caused by bad packing.5.2. The packing is to secure the full safety of the goods from any kind of damage during both railway and marine transportation as well as during transshipment when the usual handling of the cargoes is observed.5.3.The marking shall be made with printed labels as provided by the sample from the Buyer, the data on the label could be in hand written form.5.4.The goods are delivered in accordance with specification and marked with:-country of origin;-name of the goods;-net weight;-gross weight.6. Reclamations.6.1.The Seller guarantees, that the goods are the same quality as the sample, sent to the Buyer before.6.2.+/-3% in quantity is allowed. In case of quantity discrepancy is more than 3%, the Buyer notifies the Seller and reports actually received goods quantity. The Seller must deliver missing goods with next Buyer’s order according to Buyer’s requirement.6.3.In case of factory defective goods detection, the Buyer notifies the Seller about rejects, gives defective goods description and quantity and sends defective goods photos to the Seller.7. Sanctions.7.1.Except for the circumstances mentioned in article 10 of the present contract, in case of non-delivery of the goods, the Seller returns total payment to the Buyer in full within 5 (Five) days.7.2.In case of untimely delivery, the Seller pays to the Buyer penalty fee at the rate of 0.5% of total price of the order, for each the first and the second week of delay both; for each next week of delay, penalty fee amounts 1% of total price of the order.8. Insurance.8.1.Goods delivered upon the contract are not insured.9. Force-majeure.9.1.If any circumstances which prevent complete or partial fulfillment by any of Parties their obligations upon the contract arise, namely: fire, acts of God, war, military operations of any kind, blockade, prohibition of export or import or any other circumstances beyond the Parties control, time stipulated for the fulfillment of obligations will be extended for the period equal to that during which such circumstances remain to be in force. If above mentioned circumstances continue to be in force for more than three months each Party has right to refuse any further fulfillment of the obligations upon the contract and in such case neither of Parties will have right to make a demand to another Party for the compensation of any possible damages.9.2.The Party for which it became impossible to fulfill the obligations upon the contract is to informanother Party of the beginning and cessation of the circumstances preventing fulfillment of their obligations not later than 5 days from the date of their commencement.9.3.Certificates issued by the respective Chamber of Commerce of Seller’s or Buyer’s country will be sufficient proof of such circumstances and their durability10. Arbitration.10.1. All disputes and disagreements which may arise out off or in connection with the contract are to be settled by agreement of the Parties.If Parties can not come to mutual understanding, The Arbitration process will take place at the defendant’s country. At the territory of PR China the arbitrage hearing will take place in International Economic and Trade Arbitration Committee attached to CCPIT in Beijing, in accordance with the procedures of this Committee. At the territory of Russia the arbitrage hearing will take place in the International Commercial Arbitration court attached to the Chamber of Commerce and Industry of Russia in St.-Petersburg, in accordance with the regulations of this Arbitration Court. The arbitration decision is compulsory for both parties. The costs will be paid by the party at fault.11. Other Conditions.11.1.Seller is bound to obtain Export Licenses if such are required.11.2.None of the Parties has right to assign their rights and obligations upon the contract to any third Party without written permission of another Party11.3.All alterations and amendments to the contract are valid only if they are made in writing and signed by duly authorized representatives of both Parties.11.4.All the Supplements, Supplementary Agreements, Invoices and Appendices to the present Contract are its integral part.11.5.The contract is drawn up in two copies with equal validity.11.6. The present Contract has been made in English and in Russian. In case of discrepancy, the original version in English shall prevail.11.7. Either party shall be entitled to reject fulfilment of this agreement, having notified the other party within the reasonable period. In this case the refusing party shall indemnify the other party for the losses caused by termination of the agreement.If neither one side not make a statement refusal from contract to expiration date action contract compute extended year.11.8.The copies of documents, received by a fax or e-mail, have a validity.11.9. This Сontract comes into force on the date of its sighing by authorized representatives of the Seller and the Buyer and valid till 20.01.2012.12. Legal addresses and signatures of the Parties.The Seller:« »Address:____________________________The Buyer:"________________________ Mr. Gabdulhakov.R.D.。