07. the Contract - Main Parts & Types

8/8/2019 07. the Contract - Main Parts & Types

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THE CONTRACT

I. Types of Contracts

1. Sale-Purchase Contract (Contract de vnzare-cumparare)- Fungible Contract (Contract pentru bunuri fungibile)- Non-Fungible Contract (Contract pentru bunuri fungibile nefungibile)- Cash-Payment Contract (Contract cu plat n numerar)- Credit-Payment Contract (Contract cu plata pe credit)2. Commercial Banking Guarantee Contract Contract commercial de garanie

bancar)3. Factoring Contract Contract de factoring (contract de realizare a creanelor sub

form de facturi)

4. Forfeiting Contract Contract de forfeiting (contract pentru finanare prin negociereatitlurilor de credit)

5. Leasing Contract Contract de leasing (nchiriere)6. Lease-back Contract Contract de finanare pe termen lung7. Licence Contract Contract de licen pentru brevet de invenie8. Know-how Contract Contract de transfer know-how9. Agent Contract Contract de mandat10.Commission Contract Contract de comision11.Consignment Contract Contract de consignaie12.Agency Contract Contract de agency (corespunde n dreptul anglo-american celor de

mandat13.Concession Contract Contract de concesiune14.Franchising Contract Contract de franchising15.Warehousing Contract Contract de depozit16.Charter-Party Contract Contract de navlosire17.International Railways Transport Contract Contract de transport feroviar

internaional

18.International River Transport Contract - Contract de transport fluvial internaional19.International Road Transport Contract - Contract de transport rutier internaional20.International Air Transport Contract - Contract de transport aerian internaional21.Insurance Contract Contract de asigurare22.Engineering Contract Contract de engineering (consultan tehnic)23.Consulting Contract Contract de consulting (consultan)24.Turn-key Project Contract Contract pentru obiective

II. Contract DRAFT1. Preamble, introduction, definition, scope of the contract2. Subject matter of the contract3. Sellers obligations4. Buyers obligations5. Price, costs, rates and related matters6. Fees and Taxes7. Terms of payment; bank guarantees


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8. Trade terms9. Delivery10.Packing, marking11.Insurance12.Forwarding and shipping13.

Quality control (inspection, tests, check-up) and claims14.Acceptance tests, acceptance of the object of the contract

15.Performances, guarantees16.Claims17.Penalties, indemnities, bonuses18.Cancellation of the contract19.Force majeure20.Arbitration21.Property rights, confidentiality, restrictions, protection against third claims, secrecy

agreement22.Miscellanea23.

Final dispositions24.Appendices / Annexes

III. Contracting Parties1. SELLER-BUYER

2. EXPORTER-IMPORTER

3. CONSTRUCTO-BENEFICIARY

4. LICENSOR-LICENSEE (Liceniator-Liceniat; pentru a desemna prile n contractele deliceni care pot include pri pentru acordarea de licene -licese fees-, redevene -royalties-,

cedarea de cunotine tehnice know-how-, executarea unor lucrri de proiectare engineeringand design-, asisten tehnic technical assistance-, servicii service-, etc)

5. CONSULTANT-BENEFICIARY6. OWNER-LEASEHOLDER (Proprietar-Concesionar; pentru a desemna partenerii n

contractile de nchiriere pentru terenuri, construcii, utilaj industrial i pentru construcii, scule,faciliti, etc)

7. LANDLORD-TENANT (Proprietar-Chiria)

8. EMPLOYER-EMPLOYEE

IV. Specimen Sentences1. This Contract is made between the Undersigned represented by ., hereinafter

called/referred to as Sellers and , represented by hereinafter called/referred to

as Buyers

2. on the one part and on the other part- have agreed the followings- have concluded this/the present Contract as follows/whereby it is agreed as follows3. The Seller(s) has/have sold and the Buyer(s) has/have bought- on the terms and conditions set forth and subject to the general conditions of sales

endorsed hereon

- the following goods


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V. Sample of a Sales contract

Date: May 20, 2007

Contract no. 2256

Place: Bucharest, Romania

Concluded between: Davidson Co., 13 Turnului Street, Bucharest, Romania, tel

021/215.71.47, fax 021/215.71.48, hereinafter referred to as the Seller and Trustcom, 22 RosiorilorStreet, Brasov, Romania, tel: 0268/390571, facsimile 0268/346581, hereinafter referred to as the

Buyer agree upon the object and the conditions of the contract as following:

1. OBJECT OF THE CONTRACT1.1The Seller sells and the Buyer buys sweaters. The Buyer reserves the right of buying additional

items if agreed between both parties concerned.

1.2Terms of the contract referring to quality, quantity, price unit, delivery, packing are to be mutuallyobserved.

1.3The object of the contract may be enlarged or restricted by mutual agreement of the parties.1.4The contract may be terminated if one of the parties fails to observe the terms of the contract or by

mutual consent at any time.

2. QUANTITY2.1 The quantities mentioned in the Purchase Orders shall not exceed 2000 pieces.2.2 Should this quantity be exceeded, the Buyer is entitled to reject the excess quantity or to buy it at a

lower price.

2.3 Should the quantity supplied be below the contract quantity, the Seller should compensate thequantity found short with a subsequent delivery in terms of 10 days from the first delivery.

3. QUALITY3.1The sweaters should meet the quality standards required in the Romanian factories.3.2The material used for the goods should be agreed upon by the parties unless the Buyer shows no

objection to the present material used.3.3The Seller is not held responsible for deterioration of goods after the reception and the transfer of

risk.

3.4The quality of the products is attested by the Certificate of quality issued by the producers.4. PACKING AND MARKING4.1The Seller undertakes to pack the goods with no extra charge if the packing material is delivered in

due time by the Buyer.4.2The sweaters shall be packed in carton boxes of 100 pieces each, no heavier than 10 pounds each.4.3The Seller shall not be held responsible for any delay in delivery if the necessary boxes are not

available within 30 days before the date of delivery.4.4The boxes shall be marked by the Seller on both sides with the Sellers address and mark, weight

and the special indication Protect from moisture.


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5. PAYMENT TERMS5.1The goods ordered by the Buyer and confirmed by the Seller shall be paid in cash on delivery or by

bank transfer within 10 days from the delivery.

5.2The Buyer is held responsible for any charges (damages, warehousing, etc.) arising from any delayof payment due to reasons imputable to the Buyer.

6. RECEPTION6.1The goods shall be taken over by the Buyer ex-factory, on August 25, 2007.6.2The buyer is entitled to inspect the quantity and the quality of the goods before reception in the

warehouse of the Seller either by the delegates or by the Goods Quality Control Office from

Bucharest.

6.3The Buyer is entitled to reject the goods if not corresponding to the standards stipulated above.6.4The Seller is not held responsible for damage subsequent to the date of delivery.7. TRANSPORT7.1The Buyer is in charge of transportation after the reception of the goods.7.2

The Seller is not held responsible for any damage after the reception.

8. PENALTIES8.1Failure to take over the products in time shall bring about extra charges for the warehouse paid by

the Buyer.

8.2Failure to pay in time for the goods shall make the Buyer liable to pay a penalty amounting to 5%per day per value of the goods.

8.3Should the Seller fail to fulfill his contract obligation by delaying delivery, the Buyer is entitled tocancel the contract or to claim penalties consisting in a reduction of the amount to be paid of0,05% per day of delay for a 30 to 60 days delay.

9. FORCE MAJEURE9.1By force majeure are understood all unforeseen events beyond control of the parties occurring after

the coming into force of this contract which prevent one or both parties from fulfilling theobligations stipulated in the contract.

9.2If failure of delivery or reception of the goods is due to force majeure both parties are exoneratedfrom penalties.

9.3If such cases occur, the affected party shall notify immediately the other party and prove thissituation by legal documents.

10.ARBITRATION10.1 Any dispute which may arise between the parties during the execution of this contract shall be

settled, by mutual agreement, by the Court House in Bucharest.

This contract comes into force 20 days from the date this contract signing and has validity until

September 10, 2007.

For and on behalf of the Seller, For and on behalf of the Buyer,

Documents

07. the Contract - Main Parts & Types