Our Order No VF449766 of July 4, 199. 3 страница

Все претензии, которые могут возникнуть в связи с утратой и повреждением товара во время транспортировки, должны разрешаться Продавцом непосредственно с Ингосстрахом.

Любой риск утраты или повреждения товара переходит с Продавца на Покупателя с момента погрузки товара на борт судна в порту погрузки.

Lesson 5.

Contract for Sale/Purchase of Goods (Continued)

Example 2

CONTRACT

This Contract has been made and entered into at New Delhi (India) on the 3rd September, 1990,

BETWEEN

OIS-OM INTER SERV PVT LTD W-499 Greater Kailash Road, New Delhi — 110048 India,

represented by its Chairman, Mr. Mohan SHAH, hereinafter called the " PURCHASER",

AND

R.A.M.A., 18 Rue Jean Goujon, 25008 PARIS (France),

represented by its Managing Director, Mr. Philippe DURAND, hereinafter called the " SELLER". WHEREAS:

(1) The Government of India is planning the implementation of a program involving the design, the engineering, the supply, the construction, the installation and the commissioning of various educational TV rural schemes.

(2) The PURCHASER has been selected and appointed by the GOI to execute and carry out work in relation to this project and awarded an open general import license No 90/KL/M/72309 G on 19.07.1990.

(3) The SELLER has submitted an offer to the PURCHASER on 27.02.1990 for supply of miscellaneous equipment (hereinafter referred to as the " EQUIPMENT") in relation to this project.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

(1) In this Contract words and expressions shall have meanings assigned to them, except where the context otherwise requires.

(2) The PURCHASER and the SELLER when intended to be referred to together are hereinafter called the " Parties".

(3) In consideration of the payment to be made by the
PURCHASER to the SELLER as hereinafter mentioned, the
SELLER covenants with the PURCHASER to supply the
EQUIPMENT in conformity in all respects with the provisions of
his offer dated 27.02.1990.

(4) The PURCHASER hereby covenants to pay the SELLER in consideration of the supply of the EQUIPMENT the Contract price at the times and in the manner prescribed hereinafter.

(5) The present Contract will come into force when all of the following conditions shall be complied with by the PARTIES:

— Signature of the present Contract by the PARTIES,

— Receipt by the SELLER of the Letter of Credit opened by the PURCHASER in accordance with clause 5 hereafter.

AGREED:

(I) THE EQUIPMENT

1, 350 — (One thousand three hundred and fifty) -— Black and White Receivers adapted and tuned to Indian standards (5, 5 MHZ), as per technical specifications, operating procedures and drawings attached hereto, which shall be deemed to form and read and construe as part of this Contract.

Individual packing for airshipment, including 2 silica gel bags (200 grs. each).

Spare parts as per list attached hereto, which shall be deemed to form and read and construe as part of this Contract.

The SELLER guarantees that all the EQUIPMENT (including spare parts) supplied under this Contract is free from defects. Such a guarantee is limited to a period (hereinafter called the " THE DEFECT LIABILITY PERIOD") of 18 months as from the date of dispatch from France or 12 months as from the date of commissioning on site, whichever is the earliest.

If any such defect shall appear during the DEFECT LIABILITY PERIOD, the PURCHASER shall forthwith inform the SELLER, stating in writing the nature of the defect. The SELLER undertakes to make good such defect by repairing or replacing at his own option and cost the defective part(s).

The PARTIES agree that the DEFECT LIABILITY PERIOD will not be extended by a period equal to the period during which the EQUIPMENT cannot be used by reason of that defect, nor will the repair and/or replacement of defective parts give rise to an extension of the DEFECT LIABILITY PERIOD for said parts.

The SELLER will not be liable to replacing and/or repairing any defective part(s) of the EQUIPMENT, resulting from causes such as — but not limited to — normal wear and tear, improper use, lack or insufficient maintenance, modifications or repairs carried out without the consent of the SELLER.

Maintenance documentation in English will be supplied in ten copies.

(2) CONTRACT PRICE

1, 400 French Francs per receiver (including spare parts), FCA Paris (Charles de Gaulle) AIRPORT (Incoterms ICC 1990). Total contract price: 1, 890, 000 FF (One million eight hundred and ninety thousand French Francs).

Commercial invoices to be made out in French Francs. Payments to be effected in French Francs.

(3) DELIVERY

Airshipment to be effected not later than 31st October 1990, as per schedule oi deliveries attached hereto, which shall be deemed to form and read and construe as part of this Contract.

The PURCHASER shall issue appropriate instructions as to the sipping arrangements not later than 16th October 1990.

Documentation shall be prepared in accordance with the requirements of the Letter of Credit (referred to in Clause 5 hereafter) to be opened by the PURCHASER in favour of the SELLER and limited to AWB, Commercial Invoices, Packing List, Certificate of Origin.

Should Test Certificates be required, all costs resulting therefrom, shall be borne and paid by the PURCHASER.

M LOSS. DAMAGE AND DELAY

Risk of loss and/or damage of the EQUIPMENT, or any part thereof, shall pass onto the PURCHASER upon delivery of the EQUIPMENT or part thereof to the carrier or another person (e.g. freight forwarder) named by the PURCHASER or chosen by the SELLER in the case the PURCHASER fails to give appropriate instructions in this respect, as provided in Clause 3 hereabove. Insurance cover will be taken care of by the PURCHASER at his own cost.

The SELLER shall not be liable for failure to perform or for delay in performance due to fire, flood, strike, or another labour difficulty, act of the PURCHASER or of any civil or military authority, insurrection, riot, embargo, vehicle and/or aircraft shortage, wreck or delay in transportation, inability to obtain necessary labour or manufacturing facilities from usual sources, late performance by the SELLER's suppliers, or due to any other cause beyond the SELLER's reasonable control.

In the event of delay in performance due to any such cause, the date of delivery may be postponed for such length of time as may be reasonable, necessary to compensate for the delay and the PURCHASER undertakes to amend accordingly the terms and conditions of the Letter of Credit referred to in Clause 5 hereafter.

(5) PAYMENT

The PURCHASER shall open an irrevocable, transferable, divisible documentary credit in favour of the SELLER. Partial shipments and transhipment allowed.

The Letter of Credit shall be confirmed by a bank in France, preferably BANQUE FRAN£ AISE DU COMMERCE EXTERIEUR, Paris, or SOCIETE GENERALE, Paris, and provide for the following terms of payment:

— 20 percent advance payment against submission of a bank guarantee for same amount, to be released upon presentation of the documents called for in the Letter of Credit,

— 80 percent upon presentation of the documents called for in the Letter of Credit.

All bank charges outside India shall be borne by the SELLER.

(6) LANGUAGE AND GOVERNING LAW

The ruling language to which this Contract is to be subject is English.

The rights and obligations of the PARTIES shall be construed, enforced and performed in accordance with the laws of India.

(7) SETTLEMENT OF DISPUTES

All disputes or differences of any kind in connection with or arising out of this Contract (whether before or after its termination, abandonment or breach) which cannot be settled amicably shall, upon any of the PARTIES¹ giving notice in writing to the other PARTY, be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed under such rules.

The place of arbitration shall be London (UK). All proceeding and published findings shall be in the English language.

The arbitral award shall be binding on the PARTIES and become enforceable immediately.

IN WITNESS whereof, the PARTIES hereto have executed this Contract in two original copies through their duly authorized representatives, as of the day and year first above written.

For and on behalf of For and on behalf of

OIS-OM INTER SERV R.A.M.A. S.A.

PVT LTD

Exercises

Exercise 1. Translate the Contract into Russian. Exercise 2. Translate from Russian into English:

1) Проект включает установку и ввод в эксплуатацию обо­рудования.

2) Продавец берет на себя обязательство поставить Покупа­телю в счет осуществленного им платежа оборудование в пол­ном соответствии с коммерческим предложением.

3) Покупатель осуществляет платеж в сроки и в форме, ука­занные ниже.

4) Настоящий Контракт вступает в силу с момента подпи­сания его сторонами.

нот

1. FCA (Free Carrier (... named place)) means that the seller
fulfils his obligation to deliver when he has handed over the
goods, cleared for export, into the charge of the carrier named
by the buyer at the named place or point. If no precise point is
indicated by the buyer, the seller may choose within the place or
range stipulated where the carrier shall take the goods into his
charge. When, according to commercial practice, the seller's
assistance is required in making the contract with the carrier
(such as in rail or air transport) the seller may act at the buyer's
risk and expense. This term may be used for any mode of
transport, including multimodal transport. __________________

" Carrier" means any person who, in a contract of carriage, undertakes to perform or to procure the performance of carriage by rail, road, sea, air, inland waterway or by a combination of such modes. If the buyer instructs the seller to deliver the cargo to a person, e.g. a freight forwarder who is not a " carrier", the seller is deemed to have fulfilled his obligation to deliver the goods when they are in the custody of that person. From: Incoterms ICC 1990

2. ICC Arbitration. Contracting parties that wish to have the
possibility of resorting to ICC Arbitration in the event of a dispute
with their contracting partner should specifically and clearly agree
upon ICC Arbitration in their contract or, in the event no single
contractual document exists, in the exchange of correspondence
which constitutes the aagreement between them. The fact of
incorporating one or more Incoterms in a contract or the related
correspondence does NOT by itself _________________________

5) Продавец устраняет дефекты и неисправности путем ре­монта оборудования или замены деталей по своему выбору.

6) Продавец не несет ответственность за дефекты и неис­правности, возникающие вследствие недостаточного тех­обслуживания или его отсутствия.

7) Коммерческие счета-фактуры выписываются на фран­цузском языке.

8) Отгрузка авиатранспортом осуществляется согласно
графику отгрузки, который является неотъемлемой частью на-
стоящего Контракта.

9) Риск потери или повреждения оборудования переходит к
Покупателю в момент передачи оборудования перевозчику
или экспедитору, назначенному Покупателем.

10) Языком настоящего Контракта является английский язык.

11) Все споры и разногласия, вытекающие из настоящего Контракта или связанные с ним, подлежат рассмотрению по­сле направления одной из сторон письменного уведомления другой стороне, одним или несколькими арбитражными судь­ями.

12) В подтверждение вышеизложенного стороны заключи­ли настоящий Контракт в двух экземплярах в день, месяц и год, указанные выше.

Exercise 3, Translate the following into Russian using diction­ary, if necessary:

1) Within... days of the date of the signing of the present Contract the Seller is to send the Buyer two copies of the following drawings and technical documents for each complete machine:

General view and assembly drawings with main sized of the equipment as well as a detailed specification of all parts and assemblies of the machine.

Detailed technical description of the machine.

Technical conditions for testing the equipment; erection, maintenance and operation instructions, lubrication systems, etc.

Foundation and installation drawings.

Working drawings of the rapidly wearing-out parts of the machine.

AH printed materials as well as inscriptions on the drawings are to be made in the Russian language.

In addition two copies of the above drawings and technical documents as well as the Certificate of Quality of the equipment or the Test Report stating that the equipment is manufactured in accordance with the conditions of the Contract are to be wrapped in waterproof paper and packed in case No 1 together with the equipment.

If the drawings and technical documentation are not placed in the case or not sent to the Buyer beforehand, the delivery is considered non-complete, and in this case the guarantee period is to begin on the date of receipt of the complete set of drawings and technical documents by the Buyer.

2) Should the equipment prove to be defective during the period of guarantee, or should it not correspond to the conditions of the Contract, or not reach the ordered capacity, the Seller undertakes at the Buyer's option either to remedy the defects or to replace the

defective equipment by new equipment to be delivered without any delay c.i.f..... All the expenses incurred in this connection are to be borne by the Seller.

If the elimination of the defects is effected by the Buyer by mutual agreement between the parties, the Seller is to compensate the Buyer for all the expenses incurred by him in connection with this elimination.

In case the elimination of defects or the replacement of faulty equipment or parts takes place, the guarantee period is to be prolonged for the period used for such elimination or replacement.

If neither party can eliminate the defects, the Buyer has the right either to demand from the Seller a proportionate decrease in the price of the equipment delivered or to cancel the Contract and in this case the Seller is to compensate the Buyer for the losses sustained by him.

Unit 8

OCEAN MARINE INSURANCE

Lesson 1

The purpose of marine insurance is to indemnify interested par­ties against loss, damage, or expense occasioned accidentally in connection with vessels, cargoes, and freight charges through any of the numerous perils incident to transportation by water.

Marine insurance policies may be classified into four broad groups based on the nature of the interest covered. These are poli­cies covering against damage to the conveyances on which persons or goods are transported (i.e. (a) the various hull policies written according to the class and/or trade of vessel; (b) builder's risk poli­cies; (c) port risk only policies; (d) fleet policies; and (e) full form and total loss only policies); those protecting a carrier against li­ability to others for loss of or damage to their property; those cov­ering damage to the various kinds of goods being transported; and those covering the loss of freight and related losses resulting from the inability to use a particular vessel.

Qualifications of Marine Insurance Policy are mainly deter­mined by the terms of sale, identifying the party with the insurable interest. The three most common arrangements for the passage of title from the seller to the buyer are identified as FOB or FAS con­tracts, where the buyer is responsible for the cost of transportation and for any loss or damage to the goods in transit; C& F terms the buyer also bears the risk of loss and must therefore arrange and pay for any cargo insurance. The danger to the seller, in both of these cases, is that the buyer may withhold some or all of the payment if the goods are damaged. Should the seller have any fear this would happen, it would be well to arrange for contingency insurance. With this endorsement, the insurer guarantees the payment of losses that would have been insured had the shipment been de­clared under the shipper's own policy. In CIF type of sale the seller

Exercises

Exercise L Find English equivalents for:

Первый страховой взнос, страховой интерес, полис страхо­вания судна, оговорка о различии в условиях страхования, страхование на случай столкновения, страхователь, сумма

страхового покрытия, перевозка, страхование утери, индосса­мент, требование возмещения убытков.

Exercise 2. Translate into Russian:

Marine Policy Provisions

1. The insured on account of whom the policy is concerned must possess a true interest for the policy to be valid. In the case of mortgages on hulls, the policy is to be made payable to the mort­gagee and the insured as their respective interest may appear. All claimants to a loss must prove their insurable interest, as well as the amount of the claim, through documentary evidence.

2. It is understood and agreed that this insurance attaches from the time of goods leave the factory, store, or warehouse at the ini­tial point of shipment, and covers thereafter continuously, in due course of transportation, until same are delivered at store or ware­house at destination (warehouse to warehouse clause).

3. This insurance is also specially to cover any loss of or dam­age to the interests insured hereunder, through any latent defect in the machinery, hull or appurtenances, or from faults or errors in the navigation and/or management of the vessel... (Inchmaree clause). Should the vessel be fumigated and direct loss or damage to the as­sured' s merchandise result therefrom, this Company agrees to in­demnify the assured for such loss or damage.

4. In the event of risk of war being assumed by endorsement under this policy, the assured warrants not to abandon in case of capture, seizure, or detention, until after the condemnation of the property insured; nor until ninety days after notice of said condem­nation is given to this Company.

5. It shall be and may be lawful for the said vessel, in her voy­age to proceed and said to, touch and stay at, any ports or places, if thereunto obliged by stress of weather or other unavoidable acci­dent, without prejudice to this insurance.

6. In case of loss, such loss to be paid in thirty days. After proof of loss, and proof of interest (amount of the note given for the premium, if unpaid, being first deducted), but no partial loss

or particular average shall in any case be paid, unless amounting to 5%.

7.

8. If an interest insured hereunder is covered by other insurance attached prior to the coverage provided by this Policy, then this Company shall be liable only for the amount in excess of such prior insurance; and this Company shall return the premium upon so much of the sum by them insured as they shall be by such prior in­surance exonerated from (double insurance clause).

при наступлении страхового случая, действительно поне­сенные убытки, страховая стоимость, при наличии умысла со стороны страхователя, выгодоприобретатель, страховое воз­мещение, действительный ущерб, страхование ниже стоимо­

сти, освобождаться от обязанностей, деликт, при наличии ог­раничений, тратта срочная по предъявлении, оговорка о пере­ходе прав страхователя к страховщику, судоходный водоем, индоссатор, требование покрытия, риск столкновения.

Exercise 4. Give Russian equivalents for

to arrange for carriage; document of title; to be liable in tort; to be estopped at common law; to impliedly warrant; outward ship­ment; the apparent order and condition of goods; prima facie evi­dence; indorsee for valuable consideration; to exonerate; to claim under a person; to one's detriment; claused bill of lading; to de­fraud; the indemnity cannot be forced; through bill of lading; to turn on the normal rules of negligence.

Exercise 5. Insert prepositions and translate.

1. The object... this practice is to guard... loss... transit. 2. A person who negligently issues a bill... lading...respect...the goods which have not been shipped may be liable... tort... negligence. 3. If the B/L is claused, the shipping company may be responsible... cost of the damaged goods. 4. Goods are insured... certain risks, usually... the full invoice value. If they are found... arrival to be damaged, a claim... compensation will be made.

Vocabulary

to impliedly warrant (one's давать гарантию (наличия

authority) ________________ полномочий) ________________

outward shipment _________ отгрузка за границу ___________

the apparent order and состояние товара, определяемое

condition ________________ осмотром ___________________

prima facie evidence доказательства prime facie

(при отсутствии опровергающих
_________________________ доказательств) _______________

indorsee (endorsee) for индоссатор (лицо, получившее valuable consideration коносамент по передаточной

надписи за встречное удовле-

_________________________ творение или возмездность)

to be estopped at common ограничиваться нормами общего

law_____________________ права _______________________

claused bill (of lading) коносамент с оговорками

_________________________ (о повреждении) ______________

to turn on the normal rules регулироваться обычными пра-
of negligence _____________ вовыми нормами о небрежности

Exercise 6. Translate into Russian.

1. Claims paid abroad to be adjusted in accordance with the cus­toms of Lloyd's but subject to the condition of the Policy and con­tract of insurance. It is a condition of this insurance that losses, if presented abroad, will be paid in foreign currency at the rate of ex­change current on date at place of payment.