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Supply contract

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Supply contract Powered By Docstoc
					                                       Supply contract
                          no. _______________ date _______________

1. Contracting Parties

Concluded between

EUROPRODUCTS SRL, based in Chisoda, Timis county, Calea Sagului km 7, no. 221,
telephone/fax 0256308555/0256291168, registration number at the Trade Register J35/529/2000,
tax ID no. RO13096547, account ………….. open with the bank …………………… represented
by Mr. Franco Mauro, Managing Director, as purchaser, on the one hand,


……………………………………………………………………name of the economic operator,
address ……………………………………. telephone/fax …………………………………..
registration number …………………………….. tax ID no. …………………………. account
(treasury,        bank)      …………………………………….      represented by
…………………………………………. (name of the manager), position …………………. as
supplier, on the other hand.

2. Definitions
2.1. In this contract the following terms shall have the following meaning:
a. contract – this contract and the annexes thereto;
b. purchaser and supplier – the contracting parties, as they are called in this contract;
c. contract price – the price payable to the supplier by the purchaser, in accordance with this
contract, for a full and proper performance of all obligations assumed under the contract;
d. products – equipments, machineries, machines, any other assets, mentioned in this contract, that
the supplier is obliged by contract to provide to the purchaser;
e. services – services related to the delivery of products, respectively the activities related to the
supply of products, such as transport, insurance, installation, operation, technical assistance during
the warranty period and any other such obligations that the supplier has under this contract;
f. final destination – the place where the supplier has the obligation to deliver the products,
according to the agreed delivery condition;
g. the commercial terms of delivery shall be interpreted according to INCOTERMS 2011 –
International Chamber of Commerce (ICC);
h. force majeure – represents an external event of an extraordinary character, which is absolutely
unpredictable and unavoidable, which cannot be controlled by either party, which is not due to their
mistake of fault, and which makes it impossible to execute, respectively to fulfil the obligations of
the contract; the following events are considered as such: wars, revolutions, fires, floods or other
natural disasters, restrictions arising from a quarantine, embargo, the enumeration is not exhaustive,
but declarative. It is not considered force majeure an event similar to those mentioned above which,
without creating an impossibility of execution, makes extremely costly the performance of the
obligations of one of the parties;
i. day – calendar day; year – 365 days;

3. Interpretation
3.1. In this contract, unless otherwise specified, the words in the singular form shall include the
plural form and vice versa, where the context so permits.
3.2. The term ‘day’ or ‘days’ or any reference to days means calendar days, unless otherwise
                                         Mandatory clauses

4. Object and price of the contract
4.1. The supplier undertakes to supply 1 piece Concrete pump with mixer in the agreed
period/periods and in accordance with the obligations hereunder.
4.2. The purchaser undertakes to pay the agreed price to the supplier for fulfilling the obligations of
supply contract for Concrete pump with mixing machine.
4.3. The price agreed to fulfil the obligations of the contract, respectively the price of the delivered
products, payable to the supplier by the purchaser according to the payment schedule, is
…………………. euro, payable in accordance with the legal provisions.

5. Validity of the contract
5.1. The validity of this contract is of ……………..months, that is from ……………..

6. Contract documents
6.1. The documents of the contract are (at least):
      a) book of specifications;
      b) technical proposal and financial proposal;
      c) the financing proposal;

7. Main obligations of the supplier
7.1. The supplier undertakes to deliver/provide to the purchaser 1 piece Concrete pump with
mixer, products that are defined in this contract. In the case of this contract, the agreed delivery
term is CIP.
7.2. The supplier undertakes to supply the products according to the standards and/or performance
presented in the technical proposal.
7.3. The supplier undertakes to supply the products within the term stipulated in the offer of the
7.4. The supplier undertakes to indemnify the purchaser against any:
i) claims and proceedings, arising from infringement of intellectual property rights (patents, names,
trademarks, etc.) related to the equipments, materials, installations or machineries used for or in
connection to the purchased products, and
ii) damages, costs, charges and expenses of any kind, except where such infringement results from
compliance with the book of specifications drawn up by the purchaser.

8. Main obligations of the purchaser
8.1. The purchaser undertakes to purchase, respectively to buy and pay the price agreed in this
8.2. The purchaser undertakes to accept the delivery of the products within the agreed time.
8.3. The purchaser undertakes to pay the price of the products to the supplier within the agreed time
from the issue date of the invoice. The payments in foreign currency shall be made by complying
with the legal provisions. Payment term: .................................................

9. Penalties for culpable failure to comply with the obligations
9.1. In case the supplier, due to his exclusive fault, fails to comply with its delivery obligations
within 15 days from the agreed delivery term, then the purchaser has the right to claim the supplier,
as penalties, an amount equal to a percentage of 0.1%/day of delay of the value of the products that
are not delivered in time.
9.2. If the purchaser fails to comply with its obligations within 15 days after the agreed period, then
he undertakes to pay, as penalties, an amount equal to a percentage of 0.1%/day of outstanding
9.3. Culpable failure to comply with the obligations under this contract by one of the parties,
entitles the aggrieved party to require the termination of the contract and to claim damages, under
the condition of a prior notification of the party in default and a grant of a period of 30 (thirty) days
for the remedy of the defaulted obligation.
9.4. The purchaser reserves the right to terminate unilaterally the contract by written notification
sent to the supplier, without compensation, if the latter goes bankrupt, provided that such
termination shall not prejudice or affect the right of action or claims for the supplier. In this case,
the supplier is entitled to claim only the payment for the part of the contract fulfilled until the
unilateral termination of the contract.

                                           Specific clauses

10. Reception, inspections and tests
10.1. The purchaser or his representative has the right to inspect and/or test the products to verify
their compliance with the specifications from the annex/annexes of the contract.
10.2. (1) The inspections or tests of the products, but also the conditions of provisional acceptance
and final acceptance (qualitative) are described in the annex/annexes of this contract.
(2) The purchaser undertakes to send a written notification to the supplier about the identity of his
representatives who are authorized to carry out the reception, testing and inspections.
10.3. The inspection and tests of the final acceptance (qualitative) shall be carried out at the final
destination of the products.
10.4. If any inspected or tested products do not comply with the specifications, the purchaser is
entitled to reject it, and the supplier without changing the contract price has the obligation:
a) to replace the rejected goods; or
b) to make any necessary changes so that the products comply with the technical specifications.
10.5. The right of the purchaser to inspect, test and, if necessary, to reject shall not be limited or
delayed due to the fact that the products have been inspected or tested by the supplier, with or
without the participation of a representative of the purchaser, prior to their delivery at the final
10.6. The provision of clauses 10.1-10.4 shall not absolve the supplier of the obligation to assume
the warranties or other obligations stipulated in the contract.

11. Delivery and documents that accompany the products
11.1. The supplier has the obligation to provide the products, at the location indicated in the offer,
           a) the data from the delivery schedule and
           b) the commercial term established
11.2. (1) When the products are ready to be sent to the purchaser, the supplier has the obligation to
communicate, in writing, to the purchaser, the date on which the products are ready for delivery,
the contract number, the description of the products, the quantity, the loading place.
(2) The supplier shall send to the purchaser the documents accompanying the products.
- invoice
- delivery note of the goods
- documents of the machines: identity card, instructions for operation and maintenance, provisional
permit for traffic, insurance and green card, if necessary.
11.3. The certification given by the purchaser of the fact that the products were partially or totally
delivered is made after reception, when his authorized representative signs for reception, on the
documents issued by the supplier for delivery.
11.4. The delivery of the products is considered completed when the provisions of the products
acceptance clauses are observed.
12. Warranty period of the products
12.1. The supplier has the obligation to guarantee that the products supplied under contract are new
and unused. Also, the supplier has the obligation to guarantee that all the products supplied under
contract shall have no defect due to the design, materials or workmanship (except when the design
and/or material is expressly required by the purchaser) or to any other actions or omissions of the
supplier and that they shall function according to the requested parameters, in normal operating
12.2. (1) The warranty period of the products granted by the supplier is the one stated in the
technical proposal.
 (2) The warranty period of the products begins on the date of acceptance, when the products are
delivered at the final destination.
12.3. The purchaser has the right to notify immediately the supplier, in writing, of any complaint or
claim which arises under this warranty.
12.4. Upon receipt of such notification, the supplier has the obligation to remedy the defect or to
replace the products within the agreed period, without any additional costs for the purchaser. The
products that, during the warranty period, replace those that are defective, have a new warranty
period arising after the replacement of the product. The defects shall be remedied within the term
agreed by both parties, or in case of disagreement between the parties, within a reasonable term,
which is necessary from an objective point of view, depending on the nature of the defect and the
complexity of the remedial works that are necessary.
12.5. If the supplier, after having been notified, fails to remedy the defect within the agreed period,
the purchaser has the right to take corrective measures on the supplier’s expense and risk and
without any damage to any other rights which the purchaser may have to the supplier under the

13. Contract price adjustment1
13.1. For the delivered products, the payments that are due by the purchaser to the supplier are
those stated in the financial proposal, attached to the contract.
13.2. The contract price is NOT adjusted.

14. Delays in fulfilling the obligations of the contract
14.1. The supplier has the obligation to fulfil the obligations of the supply contract in the
period/periods mentioned in the delivery schedule.
14.2. If during the performance of the contract the supplier does not observe the delivery schedule
or of service providing, then he must notify the purchaser in time.
14.3. Unless the purchaser agrees to an extension of the delivery term, any delay in fulfilling the
obligations of the contract gives the purchaser the right to seek penalties from the supplier.

15. Force majeure
15.1. The force majeure is established by a competent authority.
15.2. The force majeure relieves the contracting parties of the obligations assumed under this
contract, during its validity.
15.3. The performance of the contract shall be suspended during the force majeure, but without
prejudice to the rights that rightfully belonged to the parties until its appearance.
15.4. The contracting party that invokes the force majeure has the obligation to notify the other
party, immediately and completely, its production and to take all measures that are available to
limit the consequences.
15.5. The contracting party that invokes the force majeure has the obligation to notify the other
party the termination of its cause within 15 days from the termination.

    The clause is used only if the contract price is not firm.
15.6. If the force majeure operates or is expected to operate for a period exceeding 6 months, each
party shall have the right to notify the other party the rightful termination of this contract, without
any damages claimed by the parties.

16. Dispute resolution
16.1. The purchaser and the supplier shall make every effort to resolve amicably, by direct
negotiations, any disagreement or dispute which may arise between them under or in connection
with the performance of the contract.
16.2. If, after 15 days from the beginning of these negotiations, the purchaser and the supplier fail
to resolve amicably a contract dispute, each may require that the dispute should be settled by the
Romanian courts.

17. Governing language
17.1. The language of the contract is Romanian.

18. Notifications
18.1. (1) Any communication between the parties, related to the performance of this contract,
should be sent in writing.
(2) Any written document should be registered when it is sent, but also when it is received.
18.2. The communications between parties may be made by telephone, telegram, telefax, fax or e-
mail, provided written confirmation of the receipt of the communication.

19. Applicable law of the contract
19.1. The contract shall be interpreted under the Romanian laws.

        The parties intended to conclude today …………………… this contract in 2 (two) copies,
one for each party.
(the date of signature by the parties shall be specified)

Purchaser ………………………………….. (authorized signature)

Supplier ……………………………………. (authorized signature)

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