акустические системы, активная акустическая система, рупорные громкоговорители, усилитель мощности
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акустические системы, активная акустическая система, рупорные громкоговорители, усилитель мощности

НовосибирскВ регионах

акустические системы, активная акустическая система, рупорные громкоговорители, усилитель мощности
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Dealer contract

DEALER CONTRACT #____

Novosibirsk

"_____" _____________200_ г.

NOEMA, hereinafter referred to as the 'Seller', represented by the General Director B.Ya. Novosyolov, acting on the basis of the Charter, on the one hand, and ___________________________, hereinafter referred to as the "Dealer", represented by ___________________________, acting on the basis of ____________________, on the other hand, have concluded the present contract, hereinafter referred to as the "Contract" as follows:

1. Subject Matter

1.1. The Seller appoints the Dealer and the Dealer assumes obligations to sell dynamic heads, produced by the Seller (hereinafter Goods).
1.2. The Seller shall confer No._________ category on the Dealer, as well as a monthly purchase amount of RUR__________ and __________% discount on goods in accordance with the Regulations of NOEMA Dealer Network. 1.3. The Contract shall cover without any exception all goods, being produced by the Seller, or the goods prepared for sale. The Goods that will be included in the realization program after the present Contract was concluded would fall under its force, and the Seller shall reserve the right to eliminate from the Contract scope some particular goods in connection with industrial or commercial need.

2. Liability of Parties

2.1. Legal Position of the Dealer
The Dealer shall buy and sell sui juris and at his own expense. He shall act as independent merchant in respect of the Seller and the Buyer (Client).

2.2. The Dealer undertakes to:
2.2.1. Pursue active marketing policy and extend it over the whole stipulated territory and all goods under the Contract.
2.2.2. Provide promotion of the Goods in compliance with submitted samples and materials.
2.2.3. The Dealer shall be entitled to sell Goods at any price.
2.2.4. Provide information about the economic situation on the market of the stipulated territory and sales, as well as inform of customers' requests, criticism and activities of competitors.
2.2.5. Inspect the Goods at the time of their acceptance; check the Goods' quality and complete number of units, make sure of Goods' marketability.
2.2.6. The Dealer undertakes to inform the Seller of effecting payment during one bank day from the date of payment.
2.2.7. Respect and defend lawful rights of the Seller under the present Contract: in particular, to keep trade secrets, which the Dealer can learn in connection with the execution of the present Contract. Any of the following information shall be considered as trade secret:
- information that was characterized at the time of communication as trade secret of the Seller;
- information that is not open to general use;
- information that is of trade interest or gives competitive preferences.

3. Liabilities of Seller

3.1. The Seller undertakes to:
3.1.1. Notify the Dealer of the changes in the list and prices of the Goods.
3.1.2. Provide the Dealer with promotional information about the Goods and the Seller, as well as consult the Dealer of the forms of sales policy of the Seller for the given Goods.
3.1.3. Conduct training of the Dealer's representatives under the additional agreement.
3.1.4. Appoint a person in charge to solve all Dealer's problems, connected with the execution of works under the present Contract.

4. Price and Method of Settlements

4.1. The payment under the present Contract shall be effected by transferring advance payment at the rate of 100% of the amount of the payment invoice for mutually agreed consignment.
4.2. The shipment of the Goods shall be effected after the money arrives at the settlement account of the Seller.
4.3. The total amount of the monthly paid produce shall not be less than the amount stipulated in Clause 1.2. of the present Contract.

5. Delivery of Goods

5.1. Acceptance of the consignment of the Goods may be performed at the place, stipulated by the Dealer or the Dealer shall take the Goods out of the Seller's storehouse in the city of Novosibirsk. An invoice for the Goods shall be issued.
5.2. In the events, when the Dealer delivers to the Seller the Direction on the transfer of the Goods to the Forwarder, appointed by the Dealer, delivery of the Goods shall be made by the above Forwarder at the expense of the Dealer. Such Direction, containing the information about the Forwarder, which is necessary for transferring Goods to the Forwarder, shall be an integral part of the Contract. In this case, the right of property on the Goods shall proceed from the Seller to the Dealer from the time of transfer of the Goods by the Seller to the Forwarder.
5.3. The Dealer shall take risk of accidental death of the Goods from the time of transfer of the Goods by the Seller to the Forwarder.

6. Procedure of Delivery-Acceptance of Goods

6.1. The Seller shall provide guarantee for all types of the Goods delivered under the present Contract.
6.2. The Seller shall assume obligation to exchange the rejected Goods or faulty parts within the warranty period if the defect is the result of manufacturing of the article, or reduce the price of such Goods under mutual agreement with the Dealer, with the corresponding document in writing to be made.
6.3. The Goods shall be completely finished when transferred to the Dealer, and the Dealer shall check Specification compliance of the Goods.
6.4. Should the representative of the Dealer make no remarks, the Dealer shall sign the invoice.
6.5. Should any claims to the consignment of the Goods arise, representative of the Dealer shall make a list of claims and hand it to the Seller's person in charge within 5 (five) calendar days from the date of acceptance of the Goods. Claims, raised after the stipulated period, shall not be accepted to deal with.
6.6. Should the Seller admit the Dealer's claims, the Seller shall eliminate specified defects and deliver to the Dealer the consignment of the Goods for re-acceptance within 5 working days.
6.7. Should the Seller fails to admit the Dealer's claims, the Seller shall submit to the Dealer's address reasoned objections in writing within 5 working days.

7. Liabilities of Parties

7.1. The Seller shall not be held responsible for the quality of the Goods, if deterioration was caused by improper storage and utilization conditions of the Goods by the Dealer. In the event of improper storage and utilization conditions of the Goods by the Dealer, the examination expenses shall be borne by the Dealer.
7.2 The Seller shall not be held responsible for the problems and losses, which can be borne by the Dealer or the other end users in the event of using quality Goods.
7.3. The Seller shall not be held responsible for liabilities of the Dealer to the third Parties.
7.4. The Seller shall reduce the Dealer's discount twice in the following cases:
- when the Dealer monthly reduces the level of sales below the amount stipulated in the Clause; 7.5. The Dealer can terminate the Contract in the following cases:
- if the Seller fail to fulfill the terms and conditions of the Goods' delivery;
- if the Goods delivered are of improper quality.
7.6. The Contract can be cancelled by the agreement of the Parties, and the Parties undertake to settle mutual claims.

8. Term of Contract

8.1. This Contract shall come into effect on the date of its signing and remain in effect through 31 December 2005.

9. Miscellaneous Provisions

9.1. All disputes and controversies that may arise in the course of performance of this Contract shall, where possible, be resolved by negotiation. In the event that the Parties fail to come to an agreement, they submit the matter for settlement to Arbitration.
9.2. In respect of other things, not stipulated in the present Contract, the Parties shall be governed by the regulations of the effective civil legislation of the Russian Federation.
9.3. Neither Party shall be entitled to assign its rights and/or obligations under this Contract to a third Party without prior written consent of the other Party.
9.4. If the legal address or the bank accounts change, the Parties shall notify each other within 3 days. 9.5. The Contract contains 4 pages; it is made in 2 counterparts, each having an equal legal effect. 9.6. After the present Contract is signed, all the preliminary negotiations and correspondence between the Parties shall be deemed invalid.

10. Force-Majeure

10.1. Neither Party shall be responsible to the other Party for non-compliance with their obligations, caused by the circumstances beyond will and wish of the Parties, which can not be foreseen or avoided.
10.2. The Document issued by the respective competent authority shall be sufficient proof of availability and durability of circumstances of Force-Majeure.
10.3. The Party, which does not fulfill its obligations due to the circumstances of Force-Majeure, shall immediately advise the other Party of the obstacle and its impact on the fulfillment of the obligations under the Contract.

11. Legal Addresses of Parties

Seller:
NOEMA
Address: 1a Vladimirovskaya St., Novosibirsk
Tel.(383) 220-65-23, fax (383) 220-65-54
INN 5407103351 KPP 540701001
Settlement Account 40702810110120000097
in "Sibakadembank" Public Corporation
Corr.Acc. 30101810100000000821
BIK 045004821
Signatures and seals of the Parties

Seller:
General Director
_________________ B.Ya. Novosyolov

L.S.

Dealer:










_________________/_______________/

L.S.

 



ЗАО "НОЭМА"
г. Новосибирск, ул. Владимировская, 1а
E-mail: noema@noema.ru
Студия BOLD




Производство пассивных и активных акустических систем, рупорных громкоговорителей, усилителей мощности




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