CONTRACT No. _____-M
for rendering of services
Moscow “_____” ______________
Cemclub Ltd., hereinafter referred to as "Cemclub", in the person of Director General Alexander A. Dedikin acting on the base of the Company’s Regulations, on the one hand, and
__________________________, hereinafter referred to as the "Cemclub Member", in the person of ________________________________________________________________, acting on the base of ____________________________________________________, on the other hand, and together referred to as the “Parties”, have concluded the present Contract as herein below:
1. SUBJECT OF THE CONTRACT
1.1. To develop the market of production manufactured (works made and services rendered) by the “Cemclub Member”, as well as to establish and strengthen business relations between the “Cemclub Member” and Russian and foreign enterprises, during the period of validity of the present Contract “Cemclub”:
- renders regular information, marketing and other services listed in clause 2.1 of the present Contract;
- gives the “Cemclub Member” the opportunity to use the additional services as it is listed in clause 2.2 of the present Contract and in Additional Agreements of the Parties,
and the “Cemclub Member” takes, pays and uses the services granted according to the conditions of the present Contract.
2. SERVICES RENDERING UNDER THE PRESENT CONTRACT
2.1. “Cemclub” during the period of validity of the present Contract grants to the “Cemclub Member”:
2.1.1. The right to use the "Cemclub Member” name.
2.1.2. The possibility to participate in the annual “Cemclub” sessions attended by the leading enterprises of machine-building, cement and other industry sectors.
2.1.3. The possibility to participate in the conferences, seminars and other events held by “Cemclub”.
2.1.4. 15 % discount for the registration fee for the participation in the conferences, seminars and other events held by “Cemclub”.
2.1.5. 10 % discount for placing of advertisement in the “InformCement” journal.
2.1.6. 10 % discount for placing of advertisement at the “Cemclub” Internet site.
2.1.7. 10 % discount for paying of the engineering-technological audit conducting by “Cemclub”.
2.1.8. The publication of the reports of the representatives of the “Cemclub Member” made at the conferences and seminars held by “Cemclub” in Cemclub’s quarterly multicoloured illustrated printed edition – the “InformCement” journal (hereinafter referred to as the “InformCement” journal).
2.1.9. One copy of the “InformCement” journal issued during the period of validity of the present Contract -
as the “InformCement” journal is published, but not less often than quarterly.
2.1.10. The results of the Russian cement market investigation made in printing twice a year.
2.2. By the request of the "Cemclub Member”, made as an Appendix to the present Contract, “Cemclub” can render the following services:
2.2.1. To carry out scientific, technical and economic expert examination of the activity of the cement enterprises and net cost of the goods produced by them (engineering-technological audit).
2.2.2. To carry out scientific, technical and economic expert examination of business offers of domestic and foreign manufacturers of the products used by cement enterprises (refractories, grinding bodies, heat-resistant chains, bags, filter fabrics, electrodes, etc.).
2.2.3. To prepare, according to the information derived from expert examination and studying of domestic and foreign experience, economically and technologically sounded recommendations in:
- purchasing of particular equipment, devices and materials;
- cheapening of manufacturing cost;
- modernization and technical development of the manufacture;
- expanding of the scope of activity of the enterprise;
- expanding of the enterprise output and sale of the enterprise production;
- improving of production quality and safety engineering;
- application and development of environmental engineering, etc.
2.2.4. To prepare and effect barter deals when the “Cemclub Member” purchases necessary products.
2.2.5. To organize and hold tenders of sale and purchase of cement equipment (including the holding of Internet tenders) with the preparation of all the necessary documentation.
2.2.6. To organize and hold scientific-technical and business seminars with participation of Russian and foreign companies.
2.2.7. To organize and hold business meetings of the representatives of the “Cemclub Member” with the representatives of Russian and foreign cement enterprises.
2.2.8. To carry out exhibitions of products made by the “Cemclub Member”.
2.2.9. To make entrance invitations to the representatives of the foreign companies to visit the Russian Federation.
2.2.10. To organize business trips of the representatives of the “Cemclub Member” in Russia and abroad.
2.2.11. To effect foreign economic activities of the “Cemclub Member” by carrying out business meetings and exchanging experience with similar entities in foreign countries.
2.2.12. To translate special technical literature, company booklets and correspondence from foreign language into Russian language.
2.2.13. To place the advertisement of the “Cemclub Member” in the “InformCement” journal.
2.2.14. To place advertisement of the “Cemclub Member” at the Internet site.
2.2.15. To carry out an independent certification of the products of the cement enterprises.
2.2.16. To render marketing, advertising and other special services under the additional agreement of the Parties.
2.3. The list of the services rendering by “Cemclub” (under clauses 2.1., 2.2. of the present Contract and the Price list for the additional Cemclub’s services) can be changed and added by “Cemclub” in the unilateral order by making alterations to the present Contract and notifying the “Cemclub Member” without delay.
3. OBLIGATIONS OF THE PARTIES
3.1. “Cemclub” is obliged:
- to render services to the “Cemclub Member” in quality and terms stipulated by the present Contract and the additional agreements of the Parties;
- to provide the “Cemclub Member” with the Price list for the additional Cemclub’s services;
- not to disclose the information about the “Cemclub Member” activities became known from the present Contract or as a result of its execution.
3.2. The “Cemclub Member” is obliged:
- to give “Cemclub” the information needed for granting the services under the present Contract;
- to take and pay the rendered services according to the terms of the present Contract;
- not to disclose the information about the “Cemclub” activities became known from the present Contract or as a result of its execution.
3.3. Each Party is obliged to properly certify and send the verification act to the other Party within 10 (ten) working days from the date of its reception from the other Party.
3.4 The Parties undertake to inform each other within 5 (five) days on alterations in their legal address, mail and bank particulars, company name or location by sending a written notification referring to the present Contract. Otherwise the Party not notified the other Party about such alterations under the present Contract reimburses the other Party for all the expenses arisen.
4. COST OF SERVICES AND PAYMENT PROCEDURE
4.1. The payment for the Cemclub’s services shall be effected against the invoice issued by “Cemclub” to the “Cemclub Member” by transferring of monetary funds to the Cemclub bank account.
4.2. It is admitted under the additional agreement of the Parties to pay for the Cemclub’s services by supplying the industrial-purpose products.
4.3. The Cemclub’s services listed in clause 2.1 of the present Contract are paid at regular intervals.
4.4. The cost of the Cemclub’s services listed in clause 2.1 of the present Contract makes ____________________ Euro & ___________ eurocents per 12 (twelve) months (a calendar year).
The given amount is VAT-free, since Cemclub uses a simplified taxation system.
4.5. The cost of the services listed in clause 2.1. of the present Contract for the period less than a calendar year is calculated proportionally to the number of months of the period paid.
4.6. The payment of the additional Cemclub’s services listed in clause 2.2 of the present Contract is made in the amount and on the terms fixed in the additional agreement of the Parties on the base of the Price list of the additional Cemclub’s services approved by the Cemclub administration.
5. VALIDITY PERIOD OF THE CONTRACT
5.1 The present Contract shall become valid from the date the monetary funds for the Cemclub’s services under the present Contract have been received on the Cemclub bank account and shall remain in force till the last day of the period for which the payment was made.
5.2 The repeated transferring of the monetary funds by the “Cemclub Member” for the Cemclub’s services under the present Contract shall automatically prolong the validity of the present Contract till the end of the period paid.
6. RESPONSIBILITIES OF THE PARTIES. FORCE MAJEURE
6.1. The Parties are responsible for non-performance or improper performance of the present Contract according to the current legislation of the Russian Federation.
6.2. The information contained in the present Contract is confidential and is not a subject of disclosure to the third Parties. In case of disclosing the information about the services rendering under the present Contract the “Cemclub Member” is responsible for the disclosing of the commercial information according to the current legislation of the Russian Federation.
6.3. The Parties are free from responsibility for the partial or full non-performance of the obligations under the present Contract if the non-performance was the result of the force majeure circumstances arisen after the present Contract has been concluded and which the Parties could not foresee or prevent. The force majeure circumstances are considered to be military actions of any character, natural disasters, prohibition measures of the host state and international community, decisions of legislative and executive bodies and other circumstances prevent from the performance of the present Contract.
6.4. The Party for which it is impossible to perform the obligations under the present Contract as the force majeure circumstances were created is obliged to inform the other Party on coming of such circumstances within 5 (five) days.
6.5. The fact of coming and the persistence period of the force majeure circumstances should be confirmed by a certificate of the appropriate Chamber of Commerce and Industry.
6.6. Not notifying the other Party on coming of the force majeure circumstances as it is stipulated by the present Contract disables the party at fault to refer to the force majeur circumstances as the cause of non-performance of its obligations under the present Contract.
6.7. Should the force majeure circumstances persist for the three successive months and exhibit no signs of cessation the present Contract can be initiated to dissolve by any Party sending the appropriate notification to the other Party.
7. ACCEPTANCE OF THE SERVICES RENDERED UNDER THE CONTRACT
7.1. Acceptance of the services rendered under the present Contract is made by certifying with signatures and seals of the both Parties of the bilateral acceptance statement of the rendered services in duplicate, one copy for each Party.
7.2. “Cemclub” within 30 (thirty) working days from the expiry date of the present Contract:
- makes the acceptance statement containing the full company names and bank particulars of the Parties, reference to the present Contract, list, cost and period of the services rendered;
- directs the properly certified acceptance statement of the services rendered to the “Cemclub Member”.
7.3. The “Cemclub Member” within 10 (ten) working days from the date of reception of the acceptance statement certifies and sends it to “Cemclub”.
7.4. From the moment the acceptance statement has been certified by the both Parties “Cemclub” is considered to fulfill the obligations under the present Contract properly.
7.5. Acceptance of the services rendered under the additional agreements is made by certifying with signatures and seals of the both Parties of the bilateral acceptance statement of the rendered services in duplicate, one copy for each Party, in the order and period fixed in the additional agreements.
8. PROCEDURE OF ALTERING AND RESCINDING THE CONTRACT
8.1. Any alterations or supplements to the present Contract shall only be valid if they have been executed in writing, containing full company names and bank particulars of the Parties, reference to the present Contract, signed and sealed by both Parties.
8.2. The alterations and supplements to the present Contract are accepted by the Parties within the period of 30 (thirty) days and formulated as an additional agreement to the present Contract.
8.3.“Cemclub” is obliged to inform the “Cemclub Member”in written about the alterations of cost of the Cemclub services in the next calendar year not later than 30 (thirty) working days prior to the beginning of the calendar year in which the cost of the “Cemclub” services will be changed. The already paid sum under the present Contract is fixed and cannot be changed.
The item 4.2 of the present Contract referring to the cost of the “Cemclub” services can be changed by the “Cemclub” in the unilateral order as a result of changing of economic and other circumstances. The ..
8.4. The pre-term rescission of the present Contract may take place:
- in case of non-performance of the obligations under the present Contract caused by the force majeure according to clauses 6.3-6.7 of the present Contract;
- on the agreement of the Parties;
- on other grounds stipulated in the legislation of the Russian Federation.
9. OTHER CONDITIONS
9.1. The present Contract has been executed in duplicate, one copy for each Party; both copies having identical legal force.
9.2. All the disputes and disagreements under the present Contract are resolved by the Parties by negotiations. The disputes shall be examined in the court of arbitration in the Performer's area of domicile in case the Parties will not come to the agreement.
9.3. The information under the present Contract is confidential and is not a subject of disclosure to the third parties.
9.4. The Parties agree to use facsimile and E-mail to sign the Contract and accompanying documents. The properly certified facsimile or E-mail copies are valid till the moment the originals of the Contract and the accompanying documents will be received by the Parties. At the same time the originals of the Contract and the accompanying documents should be sent by the Parties to the address of each other by the certified mail or delivered on receipt to an authorized representative of the Parties during 10 (ten) working days from the moment of their drawing up.
9.5. Relationship of the Parties non-settled by the present Contract are regulated under the current legislation of the Russian Federation.
10. LEGAL ADDRESSES, BANK PARTICULARS AND SIGNATURES OF THE PARTIES
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“Cemclub”:
Director General _______________________A. A. Dedikin (signature, seal) |
“Cemclub Member”: ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________
_____________ __________________________ (signature, seal) |