Exhibit 10.1
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AGREEMENT No. 498/59258053/00008
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Chisinau city
July 10, 2004
The Joint
Venture "Lion Gri" Ltd., Republic of Moldova, hereinafter
referred to as the Supplier,
in the person of the
Director Mr. Sonic
Vladimir,
acting on the basis of the
Statute, on the one
hand, and the Limited
Liability
Company "Torgoviy Dom
"Rusimport" (Russian
translation), Moscow,
Russia,
O7PH
1026602310899, NHH 6658151881, hereinafter referred to as the Buyer,
in the
person of Director General
Borodko G.L., acting on the basis of the Statute, on
the other hand, have
concluded the present Agreement regarding the following:
Section 1. OBJECT OF THE
CONTRACT
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1.1.
The Supplier undertakes the obligation to deliver on conditions
FCA-Chisinau (FCA-Chisinau,
Republic of Moldova),
according to Buyer's
orders,
and the Buyer undertakes the obligation to receive and pay for the alcohol
production according to the present Agreement
of a total quantity of 30.000.000
(thirty millions) units of
different volume,
as well as attendant
production,
industrial goods, raw
materials, equipment and other (hereinafter referred to
as
the Goods) according to the
Appendices (Specifications) to the present Agreement
which are its inalienable
part
1.2. The country
of origin, the
producer, range and
positional prices
of
the Goods are indicated n the
Specifications to the present Agreement, and the
supplied quantity - in the
invoices for every separate batch of Goods.
Section 2. GOODS' PRICE,
TOTAL VALUE OF THE AGREEMENT.
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2.1.
The Goods' prices are established in US$ and are understood as
(according to Incoterms 2000)
FCA-Chisinau
(FCA-Chisinau,
Republic of Moldova)
and include, in addition to the immediate cost
of the Goods, the
following:
-
The cost of the packaging,
marking, containers,
loading; - The costs of drawing
up of export documents; -
Export taxes payment (customs duty, taxes and other).
2.2. The total
value of the present
Agreement constitutes
US$ 36 000
000
(thirty-six millions)
(currency code 840).
2.3.
The Supplier may establish discounts to the price; their types,
proportions and conditions of accordance shall be discussed in separate
appendices to the present
Agreement.
Section 3. CONDITIONS OF
SETTLEMENTS.
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3.1. All
settlements
regarding the present
Agreement are
calculated
and
carried out in US$ (currency code 840 according to the Russian Currency
Classifier).
3.2.
Payments on the present Agreement are carried out by the Buyer
as
follows:
a week before
the Goods' ready date for loading the Supplier writes out
the
invoice for the Goods
prepared for dispatch. The Buyer during 3 (three)
days
from the moment of invoice drawing up pays the Supplier 40% of the invoice
value. The remained part of
the invoice is paid during 45 (forty-five) days from
the moment of Goods'
shipping (from the
date of customs
registration of
Goods
for export).
3.3 Payments on
present Agreement
are effectuated by the Buyer for each
separate delivery on basis of
invoices by money transfer into Supplier's account
according to art.3.2. of the
present Agreement.
<PAGE>
3.4.
Upon Parties' accord the form and conditions of payment may be
changed, which shall be confirmed by signing a corresponding additional
agreement.
Section 4. GOODS DELIVERY.
OBLIGATIONS OF THE PARTIES.
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Obligations of the
Supplier:
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4.1.
The Goods' delivery is carried out on basis of orders.
The Buyer
places orders not later than 30 (thirty) days before the date of Goods'
shipping. During three days a coordination
and confirmation of the order are
carried out. The coordinated and confirmed order is subject to changes
only
according to a written
accord of the Parties.
The Goods must be made
ready for
shipping by the Supplier by
the date indicated in the order.
4.2.
The Buyer sends to the Supplier or to the person
indicated by the
Supplier the excise
documentary stamps via
courier mail or by special delivery.
From the moment of documentary stamps receipt the Supplier or the person
indicated by the Supplier bears full liability for breakage (according to
provision rates of the State Customs Codex of the Russian Federation) and
confirms their receipt in written to the Buyer.
The Supplier
carries out
the
marking in full conformity
with the requirements of the Instruction of the State
Customs Codex of the Russian Federation "Regarding the order of marking
with
documentary stamps of
separate goods subject to excise-duty".
4.3.
The Supplier undertakes the obligation to return the damaged
and
unused documentary stamps during 10 (ten) days from the moment of Buyer's
request.
4.4.
The Supplier shall supply the Goods whose quality and quantity
characteristics correspond to the requirements of the manufacturing country,
customer country and are coordinated with the Buyer, as well as to
inform the
Buyer about the transportation and storage
temperature
conditions that
ensure
full undamaged state of the
Goods' quality.
4.5. The Goods'
packing shall ensure full integrity of Goods during
the
guarantee period:
- during
transportation
with all means of transportation taking into
consideration several
reloadings on the way,
- during proper
and normal handling of
the load the Supplier bears damages
caused by the improper
packaging and marking.
4.6. In an
effort to perform the timely execution of customs formalities
by
the Buyer, the Supplier during 2 (two) calendar days from
the moment of Goods'
shipping sends to the Buyer in writing (by
fax) the following
information:
a
copy of the invoice (bill),
waybills (CMR, bills of lading)..
4.7. The
Supplier shall accompany each batch of Goods supplied according
to
the present Agreement with
the following
documents:
- commercial
invoice with indication for each position of number and
series
of documentary stamps attached to the shipped goods - not less than three
original copies;
- packing
list;
- waybill (CMR
when shipped by motor
transport or a similar
document when
delivered by other means of
transport);
- certificate
of quality issued by
the factory laboratory
indicating
the
characteristics of the shipped products and bottling date - and
original and 2
copies;
- certificate
of origin NO-1,
issued by the
authority OII of the Republic
of Moldova - an
original;
- expertise act
issued by the OII of the Republic of Moldova;
- copies of
documents for documentary stamps which are attached to
the
given batch of Goods (an
application
for purchase of
documentary
stamps, an
annex to the application for purchase of documentary stamps, an importer's
obligation on importation,
an annex to the
obligation, a ticket
confirming the
receipt of the documentary
stamps).
2
<PAGE>
Obligations of the
Buyer:
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4.8. To provide
the Supplier
with documentary stamps. The documentary
stamps delivery shall be
carried out not later than 10 days before the moment of
Goods' delivery.
4.9. To pay for
the Goods according to art. 3 of the present Agreement.
4.10. To
receive, on own risk
and expense, the
necessary licenses
and/or
other permissions from the state authorities needed for Goods' import on
the
customs territory of Russian
Federation and also
other formalities,
necessary
for the importation of the Goods on the customs territory of the Russian
Federation and their release
into free circulation.
4.11. To bear all
costs connected to the
Goods, from the moment
of Goods'
receipt into own
disposal.
4.12.
In the period after
the Goods' placement
in the temporary
storage
warehouse to ensure the
recommended by the Supplier the temperature conditions,
as well as the transportation
and storage temperature conditions for the
Goods.
In case of breach of the
mentioned temperature
conditions,
the
responsibility
for the quality of Goods is
laid on the Buyer.
Section 5. APPEARANCE OF BUYER'S RIGHT OF
OWNERSHIP OVER THE BATCH OF DELIVERED
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GOODS
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5.1
