俄罗斯进口煤炭英文合同

Contract for sale and purchase of Russian Steam (Non-Coking)Coal in bulk dated 1st, February, 2012.RUSSIAN STEAM COAL GCV 6300/6100 Between:Xxx,a company incorporated under the laws of Russia, having its registered office address at prospect ,hereinafter referred to as SELLER,AndXXX,a company registered under the laws of China, having its registered office address at xxx ,hereinafter referred to as BUYER.By this agreement, the Seller agrees to sell and the Buyer agrees to buy the materialSpecified below as per mentioned terms and conditions:1. DEFINITIONSIn this Agreement, unless the context otherwise requires, the following terms shallrespectively have the following meaning:“Ton (s)”, “Ton(s)”, and “MT” means Metric Ton s of 1,000 Kg(s) as defined in“International System of Units”a. A fraction of a ton in any calculation shall be rounded up to the nearest ton if such fractionis one half of a ton or more, and shall be rounded down when otherwise.b.“Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer tothe currency of the United States of America.d. A fraction of a cent in any calculation shall be rounded up to the nearest cent if suchfraction is one half of a cent or more, and shall be rounded down when otherwise.e.“Coal” means Steam/Thermal Coal (Non Coking Coal).f.“ADB” means Air Dried Basis.G. “ARB” means As Received Basis.h.“GAR” means Gross As Received basis.I. “NAR” means Net As Received basis.J. “ASTM” means the American Society for Testing and Materials and “ISO” means International Organization for Standardization.k.“Bill of Lading”, “BL” or “B/L” means receipt given by the barge for the coalshipment and is a document of title.l.“ETA” means expected time & date of arrival.m.“CIF” Cost, Insurance and Freight strictly as referred to in the interpretations defined by the INCOTERMS Edition 2000 with latest amendments.n.“Kcal/Kg” means Kilocalories of energy per kilogram of coal.o.“Laytime” means time allowed to load the Cargo on to the Mother Vessel.p.“Calendar quarter” Period of three (3) consecutive months – 1st January, 1st April, 1st July or 1st October.q.“Port of Loading” means the port at which the c oal is to be loaded in Russia.r.“Pratique” means permission to do business at a port by a ship that has complied with all applicable local health regulations.s.“Statement of Facts” means a statement prepared by the ships agent at the port of loading which shows the date and time of arrival of the barge and the commencement and completion of loading. It details the quantity of cargo loaded each day, the hours worked and the hours stopped with the reasons of stoppages.t.“Working day” means a day upon which business is regularly transacted and unless expressly stated, the term “day” shall be deemed to mean “calendar day”.u.“Weather Working Day” means day of 24 co nsecutive hours on which work in loading coal on board a Vessel may be carried out without loss of time due to the weather.v.“Party” or “Parties” means Seller or Buyer or both.w. “CP” means Charter Party.2. TERMS OF AGREEMENTThe parties hereby agree that the term of this agreement shall commence from the date of signing of this Agreement until the sale and delivery of the contracted quantity under this agreement has been fully performed by the parties or until both parties mutually agree to terminate this agreement, whichever comes earlier. Buyer shall purchase the coal from Seller on CIF vessel basis (INCOTERMS 2000).3. COMMODITY, QUANTITY, SHIPMENT SCHEDULE3.1. Commodity: Non-Coking – Thermal/Steam Coal in bulk from Kuzbass region, southern Siberia.3.2. Quantity: 3,150,000 MT X 10 months MT +/- 10% divided over 10 (Ten) months.3, 1 50,000 MT /year （ trial order 50,000MT for first month, Second month 100,000 MT，starting from the third month 300,000MT X 1 0 months）. All shipments +/- 10% at Vessel’s option.Delivery commences in September 2011 until September 2012.3.3 Shipments:Shipments shall be evenly according to the schedule under clause 3.2 or as mutually agreed between the Seller and Buyer.4. GUARANTEED SPECIFICATIONSAs per ASTM / ISO standard: on Air Dried Basis (ADB) unless otherwise specified:5. PRICE5.1. CoalThe Base Price is $ 93.00 USD / MT (United States Dollars ninety three point zero per MT) CIF Vessel basis on Gross Calorific Value of 6300-6100 kcal/kg (ADB). The above mentioned price shall be applied for the whole contract shipments.5.2. BONUSES, PENALTIES & REJECTIONS APPLICABLEBUYER has the option to PENALTY of the Cargo if the actual analysis result of any Shipment for Gross Calorific Value (ADB) is below 6300 KCal/Kg. SELLER has the option to BONUS of the Cargo if the actual analysis result of any Shipment for Gross Calorific Value (ADB) is above 6100 KCal/Kg. Bonuses, Penalties and Rejection of Cargo will be based and determined on the actual analysis done by the Independent Surveyor on Loaded Barges. In the event of Cargo Rejection, all costs of offloading/discharge of Cargo at Loading Port will be borne by the SELLER. The BUYER has the option to reject the Cargo if the Cargo’s specification is below the following parameters:Уголь спецификации / Coal specificationОАО"ОригбоУК”экспорта угля различного качества, которая добывается более 10 единицпродукции.Тем не менее, весь уголь у нас торговля имеет высокуюлетучих имеющих выход летучих веществ более чем на 29%.Хотя Есть несколько стандартных спецификаций для каждой поставке направлении, мы можеморганизовать специальные смеси для достижения характеристик нашего клиента могут потребовать обстоятельства.Балтийский смесейДальний Восток смесейЕсть четыре стандартные спецификации экспорта в регион Тихогоокеана.Однимиз них являетсяКирова типа,который полумягкие коксующегося угля потребляется металлургических компаний в Японии и Корее. СледующийтакойTugnuisky угольявляется единственным типом Россия энергетического угля с высоким и низким летучих содержание азота.Кроме того, Есть двеспецификации обычныхэнергетического угля Кузбасса - один с высшим идругой с более низкой теплотворной способностью.Балтийский смесейЕсть два стандартных спецификаций угля для этого направления.Первый7ноябрятипа,имеющих качественные параметры общие для кузбасских углейвысокого нестабильной.7 ноября типу можно экспортировать на рынокАтлантического океана. Второйтип Соколовскийпризнакам снижением золы и AFT выше, чем обычного угля Кузбасса в то время как влага немногоповышена.Соколовский типа достаточно востребован значительное числоевропейских потребителей.В дополнение к стандартным спецификациям, еще две спецификации доступны в каждом конкретномслучае на индивидуальной основе - Низкий типCVивысокого типа Сера (+0,5%). Низкий тип CV используется для доставки по железной дороге в страны Восточной Европы.SPECIFICATIONS OF HCV STEAM COAL 63/61GCV Kcal/Kg (ADB): 6300 – 6100NCV Kcal/Kg (ADB): 5500 – 5300Total Moisture (ARB): 10% -15%Inherent Moisture (ARB): 7% -9%Ash Content (ADB): 13% -15%Volatile Matter (ADB): 35% - 45%Fixed Carbon (ADB): By DifferenceTotal Sulphur (ADB): 1%HGI: 42-50Ash F Temp C: Min 1250Size 0-50mm: Min 90%6. WEIGHT & QUALITY DETERMINATION6.1. Weight:The cargo weight of each shipment shall be calculated to the nearest metric ton (MT) using draft surveys and shall be determined at the loading port. The draft surveys shall be conducted by INDEPENDENT SURVEYOR or INTERTEK, to be appointed by BUYER and for SEL LER’s account. The INDEPENDENT SURVEYOR shall provide the corresponding Certificate of Weight for each shipment at loading port. The weight so determined shall be final and binding upon SELLER and BUYER for invoicing purpose and settlement of payment of each shipment under this contract, and shall form the basis of settlement unless adjustment is required in accordance with Article 6 hereof. The costs of draft surveys at loading port shall be for the SELLER account.6.2 Coal Quality:The sampling and analysis of the coal shipments shall be conducted at the loading port by INDEPENDENT SURVEYOR or INTERTEK. The INDEPENDENT SURVEYOR shall provide the corresponding Certificate of Sampling and Analysis for the entire cargo loaded on buyer’s nominated barge at loading port. Such coal quality determination at loading port shall be final and binding upon SELLER and BUYER for invoicing purpose and settlement of payment of each shipment under this contract, and shall form the basis of settlement unless adjustment is required in accordance with Article 6 hereof.The sample shall be extracted and analyzed in accordance with ASTM/ISO/GOST standards. The cargo composite sample shall be divided into 3 parts to provide:- 1 (one) sample of cargo analysis- 1 (one) sample for the buyer, if requested- 1 (one) umpire sample which shall be retained by INDEPENDENT SURVEYOR or any other mutually agreed inspection agency UNTIL 90 (ninety days) of after completion of loadingThe costs for sampling and analysis shall be for the account of SELLER. Cost of request of additional sampling of the umpire sample shall be borne by the requesting party. The BUYER has the right, at its own expenses to pre-inspect the material at the Loading Port Stockyard prior to the Shipment, to inspect loading operations and toFollow the sampling of the material and it analysis.7. NOMINATION OF VESSEL7.1 Seller to nominate a 10 (ten) day laycan to Buyer. The first laycan under this agreement is set for commencement on __ February 2012 until __ ____ 2012. If NOR of vessel is not received within the period set forth in point 9.3 below, Seller may, at their option, elect to cancel this agreement or renegotiate any of the terms and conditions.Subsequent laycans to be nominated a minimum 14 (fourteen) days prior to the agreed laycan and a vessel substitute maximum 2 (two) days before the first date of the agreed laycan received by Seller, otherwise Seller shall not commit to perform under the agreed laycan and both parties must agree a new laycan. Seller will reply within 1 (one) day intimating acceptance of the nominated vessel, which acceptance Shall not be unduly withheld.7.2 Vessel to be classed highest Lloyds or ABS or equivalent and ISM certified with maximum 20 years of age unless otherwise agreed. Vessels with more than 20 years of age to be mutually agreed on a case by case basis.The vessel shall be equipped with 4 (four) sets of crane system with minimum capacity 20 MT and fitted 4 (four) sets of grabs each with minimum capacity of 8.0 CBM to achieve the loading rate as stated in the article7.3. BUYER shall be responsible for Grabs in case assigned Ship is without Grabs on Board.7.4 Buyer to appoint agents at load port whose full style shall be forwarded to Seller. Buyer or their agents shall tender Notice of Arrival (N.O.A) 10, 7, 5, 3, 2, and 1 day(s) prior ETA vessel in the loading port to the Seller.8. SHIPPING TERMS8.1 The loading rate is x,000 MT PWWD SHINC basis geared & grabbed vessel, excluding Major Indonesian Holidays: 2 days of Idul Fitri, 1 day of Idul Adha, 1 day of Independence day and 1 day of Christmas day. This rate shall be the base rate for calculation of demurrage or dispatch.8.2 Seller guarantees Buyer with one (1) safe Anchorage at xxxx, xxxx, Indonesia, confirmed at the time of vessel acceptance.8.3 Buyer/Vessel agent shall intimate in writing to the Seller, the name of person, company and full style of the nominated Vessel agents at the load port. The NOR (Notice of Readiness) shall be addressed and tendered to the agent by e-mail or fax. The NOR to be tendered ATDN SHINC, major holidays excluded, and NOR will be deemed accepted if it has been tendered as per contractual terms. Laytime to commence 12 hours after tendering NOR, unless it commences sooner, in which case actual time is used to count.8.4 Detention: In the event the vessel is prevented from or delayed in berthing or sailingat/from the load port as a result of Sellers failure to complete all formalities and processnecessary documentation and Buyer has provided necessary L/C before shipment, Sellerwill be responsible for the costs associated with the detention of the vessel over and above demurrage.8.5 In the event of changing vessel laycan, the Buyer shall notify the Seller by writing 2 (two) weeks before the first day of laycan. In case the vessel arrives before laycan, the Seller has right to make her wait till the first day of the agreed laycan or to commence loading upon arrival. In case of the vessel arrival after agreed laycan, the Seller shall be entitled to compensation and no demurrage vessel shall be applied. This compensation shall be at rate of USD 4,000 (Four Thousand) per barge per running day. Pro-rata of 24 (twenty-four) consecutive hours Sunday and holiday included, until such time as the barge has been fully discharged.8.6 Stevedores: The stevedores at port of loading are to be appointed by Seller at their risk and expense. Loading is to be done under supervision of Master. Master can stop loading if in his opinion it is found unsafe and may cause damage to the vessel. Lay time shall not stop due to this stoppage of work until Sellers/stevedores rectify condition for safe loading. All delays due to this stoppage of work to be on SELLER account.Should Master suspect any damage caused to Vessel by Barges and /or due to Stevedores, Master to immediately notify in writing to Stevedores / SELLER / SELLERAgent by fax / cable or telex within twenty four (24) hours of its occurrence. SELLER ortheir Agents have the right to inspect any reported damage with their own Surveyor. Master has the right to report the hidden damages upon discovery whether at sea or at Loading Port. SELLER is solely responsible for such damage and same to be repaired at SELLER time and cost prior to Vessel sailing from Loading Port except for hidden damages which are to be repaired at SELLER cost and time at a place and time requested by the Owners.8.7 Dead Freight: Owner / Master / Agents of the Vessel nominated to SELLER by BUYER shall declare the stowage plan to the SELLER / their Agents by e-mail / fax, prior to arrival of Vessel at Loading Port. Once the stowage plan is declared, the SELLER shall load Coal as per the quantity declared in the stowage plan. For any short quantity loaded, the SELLER shall pay dead freight which shall be calculated by multiplying the short quantity by the freight rate of the Vessel nominated to the SELLER.9. PAYMENT TERMS9.1 BUYER shall establish through prime bank acceptable to SELLER not later than25(twenty five) days prior to each nominated laycan at port of loading of the Vessel, an Irrevocable Letter of Credit, draft at sight for 100 PCT (One Hundred Percent) of net invoice value including a plus/minus 10% loading tolerance, opened by a first class international bank in favor of SELLER and confirmable-and-negotiable. Such Letter of Credit shall be in United States currency adequate to reimburse SELLER for covered 100% and the maximumamount of Coal to be shipped in such Vessel, including a plus/minus 10% loading tolerance .The First Letter of Credit shall be advised to Seller on or before (____) February 2012. In the event that First Letter of Credit is not advised on said date, Seller may, at their option, elect to cancel this agreement or renegotiate any of the terms and conditions. SELLER or SELLER Nominated shall provide the name and Bank details before opening the L/C. The BUYER shall send Draft Copy of L/C for approval of SELLER or SELLER Nominated before opening of the L/C to SELLER or SELLE R’s Nominated Bank. This Draft approval by both Parties should be done before the signing of this Contract. In the event BUYER opens L/C directly without the Draft L/C appr oval of the SELLER or SELLER’s Nominated, the SELLER reserves the right to reject the L/C issued by the BUYER that is not based on the SELLER’s approved Draft L/C. BUYER wil l be fully responsible for any delays / detention etc. arising out of not providing such Letter of Credit in time, BUYER is to seek SELLER's explicit Agreement to the L/C wording.All charges outside the Letter of Credit issui ng bank to be Seller’s account.9.2 L/C to be payable to Seller’s bank on presentat ion of following documents to Buyer’s bank:a. 1 (one) original + 3 (three) copies of Seller’s signed commercial invoices showing details of calculations.b. 1 (one) original plus 3 (three) non-negotiable clean on board Bill of Lading marked “Freight Prepaid” or “Freight Payable as per Charter Party”c. 1 (one) original + 3 (three) copies of Certificate of Weight issued by INDEPENDENT SURVEYOR. or any other mutually agreed inspection agency.d. 1 (one) original + 2 (two) copies of Certificate of Origin issued by Ministry of Trade of The Republic of Indonesia or any other competent Government authority in duplicate.e. 1 (one) original + 3 (three) copies of Certificate of Analysis issued by INDEPENDENT SURVEYOR. or any other mutually agreed inspection agency, Russia, in accordance with ASTM/ISO/GOST Standards.f. 1 (one) Original + 3 (three) copies of certificate of Draft survey issued by INDEPENDENT SURVEYOR or any other mutually agreed inspection agency.The seller shall fax copies of one set of non-negotiable documents to the buyer within 5 (five) banking days after the date of shipment.L/C can be opened by the Buyer, its Nominees or its Associates on Seller.9.3 Letter of Credit must state Additional instruction:9.3.1. The Letter of Credit is [Non-] Transferable.9.3.2. Charter Party Bill of Lading is acceptable.9.3.3. Insurance to be effected by the Buyer.9.3.4. Tolerance in value and quantity up to 10% plus or minus is allowed.9.3.5. The Letter of Credit is allowed to be overdrawn or under drawn due to priceadjustment related to quality result.9.3.6. Third party Bill of Lading documents are not allowed.9.3.7. Minor spelling mistakes or typographical errors on documents which do notalter the actual meaning of wording or sentences will not be considered asdiscrepancies.9.3.8. LC issuing and LC amendment charges affected by Buyer are for Buyer’saccount and LC amendment charges affec ted by Seller are for Seller’s account.10. PROCEDURE:10.1. Buyer sends to Seller their ICPO/LOI10.2. Seller send Draft Contract, to Buyer within 3 working days counter amends Draft contractsigned and sealed AND Seller issue NCNDA/IMFPA if there is need.10.3. The Buyer in his own country and seller does the same thing also. After which seller andbuyer must exchange copies contract by mail or courier service for confirmation/verification.10.4. Both party lodges the contract in their banks.10.5. Buyer’s Bank SWIFT to Seller’s Bank, operation charge in the applicable ministries by thelaws of the land for their allocation and fair transportation.10.6. Seller submits Certificate of Tank Owner Ship to Buyer10.7. Buyer’s Bank SWIFT to Seller Bank amount for the good’s first shipment.10.8. Seller Bank activates Buyer payment instrument with 2% Performance Bond (PB) will be ondemand and the FULL P OP Documents via SWIFT to buyer’s Bank (POP) or by postal serviceDocuments which consist of:a. Transportation Confirmation Number.b. Copy of Export Permit issued by the Ministry of Energy, RUSSIA.c. Copy of Approval, Permission or License to export issued by the Ministry of Justice.d. Copy of The Refinery allocation Number.e. Copy of the Port Storage agreementf. Statement form Refinery stating the Availability of the Productsg. Copy of the refinery commitment to produce the producth. Copy of Transport contract to transport the Product to the port of loading.10.9. Buyer releases payment to the Seller and all Borers/Agent same time out-turn shipmentdelivered per slot via SWIFT fund transfer within 3 banking days after uploading11. Shipment Commences as scheduledSELLER Bank Details:Bank:Bank Address:Bank Tel No:Account No:Account Name:Swift Code:BUYER Bank Details:Bank:Bank Address:Bank Tel No:Account No:Account Name: xxx.Swift Code:11. TAXES & DUTIESAll import duties, levies, dues etc. on the imported material from the barge if any at discharge port shall be to Buyer's account. All taxes, duties, export taxes etc. on loading goods in the country of origin / loading are for Seller's account.12. LAY TIME CALCULATIONLay time calculation will be made by buyer based on Statement of Facts (SOF) issued by the nominated agents in the loading port and to be confirmed and accepted by Seller within 30 (thirty) days of the vessel sailing loading port. Lay time to end upon completion of clearance of cargo documents at loading port. Result of such calculation is to be agreed by both parties. The demurrage / dispatch / dead freight is to be settled within 45 (forty five) days by both parties. Buyer can send their representative to the loading port to witness the loading operation, sampling and analysis of cargo, if required.13. RISK PURCHASEThe Seller/Buyer may, without prejudice to any other remedy for breach of contract, by written notice of default sent to the other party, terminate the contract in whole or in part.a. If the Seller fails to deliver any or all of the goods within the time period specified inthe contract or any extension thereof granted by the Buyer, orb. If the Buyer fails to upkeep any of the commitments related to cargo buying likeLay can. Within the time period specified in the contract or any extension thereofgranted by the Buyer, orc. If the Seller/Buyer fails to perform any other obligation(s) under the contract. In theevent the either party terminates the contract in whole or in part, pursuant to above, the other party may procure/sale, upon such terms and in such manner as it deems appropriate, goods similar to those undelivered/notLifted, and the terminating party shall be liable to the other for any excess costsincurred for such similar goods. However, both parties shall continue performance of the contract to the extent not terminated.14. FORCE MAJEURENeither Party to this Contract shall be liable for any delay in performing or failure to perform its obligations (except for delay or failure to pay money when due) In the event of contingency beyond the control of either party and without its faults or negligence, events of Force Majeure including but not limited to war, blockade, revolution, riot, insurrection, civil commotion, strike, lockout, explosion, fire, flood, storm, tempest, earthquake, regulations or orders including but not limited to prohibition of export or import and / or any other cause or causes beyond reasonable control of the SELLER (and / or SELLER’s supplier) or the BUYER (and / or BUYER’s re ceiver) whether or not similar to the causes enumerated above. Failure to deliver or to accept delivery in whole or in part because of the occurrence of an event of Force Majeure shall not constitute a default hereunder or subject either Party to liability for any resulting loss or damage.Upon the occurrence of any event of Force Majeure, the Party affected by the event of Force Majeure shall within seventy two (72) hours of the occurrence notify the other Party hereto in writing of such event and shall specify in reasonable detail the facts constituting such event of Force Majeure.Where such notice is not given within the time required, Force Majeure shall not justify the non-fulfillment of any obligations under this Contract (event of Force Majeure and duration of it shall be substantiated through certification by a Governmental body (e.g. Ministry of Commerce / Industries) or the Chamber of Commerce of the country where the event of Force Majeure has occurred).Both Parties agree to use their respective reasonable efforts to cure any event of Force Majeure to the extent that it is reasonably possible to do so, it being understood that the settlement of strikes, lockouts, and any other industrial disputes shall be within the sole discretion of the party asserting Force Majeure.In the event the Force Majeure caused only a partial reduction in the total quantity of material the SELLER is under obligation to deliver hereunder, the SELLER shall allocate its available supplies of such material, if any, among any or all of its existing customers in a fair and equitable manner. In addition, where the SELLER is the affected Party, it may (but shall not be required to) offer to supply, from another source, goods of similarquality in substitution for the material subject to the Force Majeure event to satisfy that amount which would have otherwise been sold and purchased hereunder at a price which may be more or less than the price hereunder.Failure to deliver or accept delivery of material, which is excused by or results from the operation of an event of Force Majeure shall extend the term of this Contract and thequantities of material to be delivered and accepted under this Contract shall be reduced by the quantities affected by such failure. If an event of Force Majeure shall continue for more than ninety (90) calendar days, then the Party not having declared Force Majeure shall have the right by written notice to terminate this Contract with immediate effect.15. NOTICESAny notice required or permitted by this agreement shall be in writing in English and may be delivered personally or may be sent by telex, facsimile, or prepaid registered mail addressed to the parties, as follows:BUYER: xxxTel.:Fax:Email:SELLER:Tel.:Fax: N/AEmail:16. ARBITRATIONAny dispute, difference or disagreement between the parties arising under or in relation to this contract, including (but not limited to) any dispute, difference or disagreement as to the meaning of the terms of this contract or any failure to agree on any matter required to be agreed upon under this contract shall, if possible, be resolved by negotiation and mutual agreement by the parties within 30 days. Should no agreementbe reached, then the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules.The PARTIES hereby agree to the jurisdiction of the International Court of Arbitration applying the rules of Russia Law. The rules of the International Chamber of Commerce (ICC) are to be observed and will prevail over Russia Law in conflict. In all cases the Arbitral Tribunal takes account of the provisions of the contract and the relevant trade usages.The arbitration proceedings shall be conducted in the English language in Russia. The Board of Arbitration shall be composed of three arbitrators, one of who shall be chosen by the Seller, one by the Buyer, and the third by the two so chosen. If both or either of the parties fail to choose an arbitrator within fourteen (14) days after receiving notice of commencement of arbitration proceedings, or if the two arbitrators chosen cannot agree on a third arbitrator within fourteen (14) days after they have been chosen, the National Committee of the International Chamber of Commerce of Russia, the country in which the proceedings are conducted shall, upon request of either party, appoint the arbitrator or arbitrators required to complete the board.Every award shall be binding on The PARTIES and enforceable at law. By submitting the dispute to arbitration under these rules, The PARTIES undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made.17. AMENDMENTSAny amendments of this contract shall be in the form of an addendum in writing to be signed by both parties and shall, thereafter form and become an integral part of this contract.18. TITLE & RISK OF LOSSTitle and all risk of loss and damage with respect to the coal shall pass from SELLER to BUYER as the coal passes over the vessel or vessel’s railing at the loading point.19. GOVERNING LAWThis agreement and the rights, privileges, duties and obligations of the parties herein under shall be construed to be in accordance with the laws of the Russian Federation.20. ASSIGNMENTThis Agreement shall ensure for the benefit of and be binding upon the successors and assigns of the Seller and the Buyer, but this Agreement shall not be assigned to or transferred by the Seller or the Buyer, in whole or in part, either voluntarily or by operation of law, without the written consent of the other party being first obtained, but such consent shall not be unreasonably withheld.21. WAIVERAny failure of either Party to insist on any or more instances upon strict performance of any provision of the contract or to exercise any of his rights herein, shall not be considered as a waiver of any such provision.。