Simple of CONTRACT GOODS’ PURCHASE AND SALE of Pharmaceuticals and medicinal and herbal preparations.

This Contract is made and effective from April 10th, 2018 by and between the parties:

Pala International Pvt. Ltd, a Company registered and having its registered office at 6th Floor, Tower B, 23 Cybercity , Zala, Mauritius hereinafter referred to as “the SELLER”, which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns, of the One Part.

And

LLC «FKT RUSSIA», having its legal address as  Lenin street-17 , District Maya, City Novgorod, Russia, hereinafter referred to as “the BUYER”, which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns, of the Other Part.

Whereas:
1. The SELLER is carrying on the business of trading of Pharmaceuticals and medicinal and herbal preparations.

2. The BUYER has offered to act as importers of the medicinal and/or herbal products manufactured by Tulip Lap Private Limited, India and traded by the SELLER. The BUYER would import, warehouse and distribute the goods bought from the SELLER within the territory of Russia.

3. It is proposed to enter into this Contract recording the said terms and conditions.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1. Appointment:
The SELLER hereby appoints the BUYER as authorized importer of pharmaceutical and/or herbal products of Tulip Lab Private Limited, India, for importing, warehousing and distribution within Russia.

2. Period of the Contract:
a. This Contract shall come into effect from January 18th, 2021 and shall be valid and existing for a period of 3 years unless terminated as stated herein below.
b. The Contract may be renewed for such further period and on the terms and conditions as may be mutually agreed in writing by both the parties.

3. Territory:
LLC «FKT RUSSIA» under this Contract is appointed The exclusive BUYER for the territory of Russia.

4. Pricing and Payment Terms:
a. The pricing of the various products of this Contract are agreed and listed out in Annexure 1. The prices are subject to change. New prices could replace existing ones on mutual agreement.
b. The pricing and/or discount structure for distribution of Tulip Lab’s products must be agreed upon with the SELLER by the BUYER prior to implementation.
c. Regular payments must be made every month by the BUYER to the SELLER. The amount due for payment to the SELLER in any particular month should be based on a plan for the month created at the beginning of the month and shared with the SELLER.
d. The BUYER must provide regular weekly collection reports to the SELLER or its representatives.

5. Rights, Warranties and Obligations of the SELLER

The SELLER undertakes that:
a. The SELLER is entitled to enter into this Contract with the BUYER.
According to the procedure and on terms stipulated by this Contract, the Seller shall deliver (transfer in ownership, sell) to the Buyer medicinal products, healthcare products, dietary supplements allowed for use in Russia (“the Goods”).
The Buyer shall buy from the Seller on terms CIP or CIF Novgorod, in accordance, sea, air, trucking or railroad freight activity with Incoterms 2000.
In case of violation of the terms of delivery indicated in the present Contract the Seller shall pay the Buyer 0,1.% penalty of the value of non-delivered Products during first 4 weeks and 0,5% for every next week after expiration of the above-mentioned 4 Weeks. The total amount of penalty should not exceed 5 % of the value of non-delivered in time Products. If the delay in delivery of the Products exceeds three months the Buyer shall have the right to cancel the Contract totally or partially.
b. The said Products shall bear the quantity, quality marking and be packed as required by laws of the said Territory. Each pack of the said Products shall be provided with instructions for medical use.
c. The SELLER shall immediately forward the following documents to the BUYER, on the consignment of the said Products being exported to the said Territory to enable the BUYER to obtain customs clearance/ authorities’ clearance.
i. Invoice
ii. Packing List
iii. Certificate of Analysis
iv. Certificate of Origin
v. Copy of Airway Bill/Bill of lading

d. The SELLER shall ensure shipment of products within 60 days of receipt of purchase order from the BUYER.
e. The SELLER shall bear any laboratory charges levied by MOH, Russia on the products of Tulip Lab upon import, to permit sales within the territory of Russia.

6. Rights, Warranties and Obligations of the BUYER:
The BUYER undertakes that:

a. The BUYER is entitled by the laws of the said Territory to enter into an agreement with the said SELLER.
b. The SELLER is the supplier of Tulip Lab products and at no point of time the BUYER shall claim/pass off/ represent that the BUYER is the owner of any of the said products and its Registration Certificates.
c. The BUYER shall provide a schedule for the import of Tulip Lab’s products.
d. The BUYER shall store the said Products in the warehouse at a place approved by the local health authorities or Ministry of Health for the storage of the said Products which is suitable to store pharmaceutical products.
e. The BUYER has the necessary/ requisite permission(s)/ license(s)/ registration(s) to store and sell the said Products as required by the laws and regulations of the said territory. All distribution related transport and allied charges shall be borne by the BUYER.
f. The BUYER shall get the said Products cleared from the customs/ clearance authorities as soon as the same have reached the said Territory, being not later than 3 days from the day the said Products have reached the said Territory. All custom clearance charges /duties shall be borne by the BUYER.
g. The BUYER shall inform the SELLER immediately in writing if the BUYER is unable to get the clearance of any of the said Product from the customs/clearance authorities, specifying the reason for the same.
h. The BUYER shall immediately not later than 2 working days from the receipt of the intimation of the Lab analysis/ other requisite authority, inform the SELLER in writing, if the quality of any of the said Products is not as per the requirements of the laws of the said Territory and/ or not cleared by the concerned authorities or if the consignment of the said Products has been received in a damaged condition at the time of the clearance or if there is any difference in the number of type of the said Products exported and intimation of export received from the SELLER. The BUYER shall on instructions in writing from the SELLER either immediately return the said Products or deal with same as per the instructions received from the SELLER in writing.
i. The BUYER shall provide access to the SELLER or its representatives to collection reports and the bank account statements of the accounts of the BUYER into which sales/distribution proceeds from the distribution of Tulip Lab products are collected.
j. The BUYER shall provide weekly and monthly stock and sales reports of Tulip Lab’s products to the SELLER.

7. Trade Marks And Copyright/ Intellectual Property:

a. All rights, titles and interests in the Trade Marks appearing on or used in relation to Tulip Lab’s products shall always vest with Tulip Lab.
b. Nothing herein contained shall at any time during the subsistence or after the expiry or earlier termination of this Contract confer or be deemed to confer or shall be intended to confer any right, title, interest or claim in favour of the BUYER in respect of the Trade Marks and the logo, colour scheme, design and get-up as may be used for the Products manufactured by Tulip Lab Private Limited, India.

8. Termination
a. This Contract shall expire on – -th, 20- unless renewed by both the parties in writing.
b. The Contract may be terminated by either party by giving the other party 30 days notice in writing by fax and email and registered/ returned acknowledgement post at the address stated herein.

9. GENERAL
This Contract is on a Principal to Principal basis. The execution of this Contract by and between the parties hereto shall not, for all purposes whatsoever, be construed to (i) give to either party the power or ability to conduct and/or control the day-to-day activities of the other party, (ii) constitute the parties as partners, joint venture, co-owners or otherwise as participants in a joint or common undertaking, or (iii) constitute either party as agent or employee of the other.

10. Assignment
This Contract and the rights and benefits accruing to the BUYER are personal and the BUYER shall personally perform its duties and obligation hereunder and shall not sub-contract or assign the same or any part thereof to any other person whatsoever.

11. Force Majeure
Neither party shall be liable or in breach of any provision of this Contract for any failure or delay on their part to perform any obligation hereunder because of force majeure or any other cause beyond the control of such party including without limitation, strikes, lockouts, or other forms of industrial unrest, acts of God, act, regulations or laws of any government, war, civil commotion, destruction of material by fire, earthquake or storm, epidemic, provided that such party shall promptly give notice to the other party of such occurrence, and shall move to eliminate the effect thereof to the extent possible and with all reasonable dispatch.

12. Complete Contract
This Contract constitutes the entire agreement between the parties hereto in respect of the subject matter hereof and may be amended only by a written document signed by both parties hereto.

13. Notices.
Any notice required by this Contract or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid or recognized overnight delivery services.

14. Arbitration
In the event of any dispute, controversy or claim arising out of or relating to this Contract or the breach, termination or invalidity thereof, the parties shall endeavor to solve the same in an amicable manner in consonance with the spirit of the transaction recorded in this Contract.

If, however, parties fail to resolve such dispute through discussions as above, the same shall at the request of either party be referred to and settled by arbitration. The place of Arbitration shall be Mauritius. The language shall be English. All proceedings in such arbitration may be made by a rule of the competent court in Mauritius only at the instance of either party.

16. Copies
This Contract has been executed in two counter parts each of which shall constitute an original thereof.
IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.

Bank Account details:

Beneficiary Name: PALA INTERNATIONAL PVT. LTD
Account No.: 61026000014793
Beneficiary Bank: STATE BANK OF MAURITIUS LTD.
1 QUEEN ELIZABETH
II AVENUE, PORT LOUIS, MAURITIUS.
TEL : (230) 202 1111, FAX: (230) 202 1234

Bank Swift Code: STCB MUMU
I Ban No.: MU34 STCB 1170 0260 0001 4793 000011
Correspondent Bank: CITIBANK, New York, USA
Correspondent Bank Swift Code: CITI US 30
Correspondent Bank Credit A/c No.: 36004670

Beneficiary Name: LLC «FKT RUSSIA»
Account: 20206840691304385078 (USD)
MFO
Code OKPO:
Beneficiary’s Bank: CJSC BANK RUSSIA, NOVGOROD, RUSSIA
SWIFT: RFRUTJ56XXX

Signed by
Fara Jolo Hala,
Director
For and behalf of Pala International Pvt. Ltd.

Simple of CONTRACT GOODS’ PURCHASE AND SALE of Pharmaceuticals and medicinal and herbal preparations.

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