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(936)
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(744)
(25)
(1497)
(2184)
(3938)
(5778)
(5918)
(9278)
(2776)
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(26404)
(321)
(56518)
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1) This Agreement, including Schedules * to * hereto,
together with the agreements and other documents to be
delivered pursuant hereto, constitute the entire Agreement
between the Parties pertaining to the subject matter hereof
and supersede all prior agreements, understandings, negoti
ations and discussions, whether oral or written, of the Par
ties and there are no warranties, representations or other
agreements between the Parties in connection with the sub
ject matter hereof except as specifically set forth herein and
therein. No supplement, modification or waiver or termi
nation of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of
the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions (whether or not
similar} nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.

2) It is recognized that after this Agreement is executed
by both Parties, it is subject to approval by [the appropriate
agency] of the government of [Buyer's country]. It is agreed
that the Seller shall not be obligated to commence perform
ance until the date that the Buyer has notified the Seller that
the required approvals of the Government of * have been
received and instructed the Seller to proceed with the work.

3) The Purchased Goods shall not be modified or can
celled except upon the written agreement of both Parties.
The materially agreed changes to the Purchased Goods shall
be subject to the provisions of this Agreement whether or


. . , . . , . .

not the written agreement of modification so states. The Buyer shall supply to the Seller on a timely basis with all necessary information and documentation requested by the Seller in order to permit the Seller to export the Purchased Goods with respect to any sale or order solicited by the Buyer hereunder.

4) All payments to be made by the Buyer to the Seller
pursuant to this Agreement represent net amounts the Sell
er is entitled to receive and shall not be subject to any deduc
tions for any reason whatsoever. In the event any of said
charges become subject to taxes, duties, assessments or fees
of whatever kind or nature levied outside the United States,
said payments shall be increased to such an extent as to allow
the Seller to receive the net amounts due under this Agree
ment.



5) Regardless of whether an inspection has taken place
prior to shipment, the Buyer has the right to inspect the Pur
chased Goods upon delivery to the Buyer's warehouses and,
in addition to any other rights which it may have, the right to
reject any defective Purchased Goods, Purchased Goods
which fail to conform to the descriptions and specifications
set forth in Schedule II (or which fail to comply with the
Law, regulation, etc.) set forth in Schedule * of this Agree
ment. The Buyer will promptly notify the Seller in writing
of all claimed defects and nonconformities, and such de
fective or non-conforming Purchased Goods will be held
for the Seller's instruction and, if the Seller so directs, will
be returned at the Seller's expense. The failure to inspect,
either prior to shipment or upon delivery to the Buyer's ware
houses, shall not be deemed a waiver of any of the rights of
the Buyer under any provision of this Agreement.

6) The Seller shall defend any suit or proceeding brought
against the Buyer and shall pay any adverse judgement en
tered therein so far as such suit or proceeding is based upon a
claim that the use of the Purchased Goods or any part there-


.

of manufactured by the Seller and furnished under this Agreement constitutes infringement of any patent [in the country of *] providing the Seller is promptly notified in writing and given authority, information and assistance for defense of same; and the Seller shall, at its option procure for the Buyer the right to continue to use said Purchased Goods, or modify it so that it becomes non-infringing, or to replace the same with non-infringing equipment, or to remove said Purchased Goods and to refund the Purchase Price. The foregoing states the entire liability of the Seller with regard to patent infringement and is subject to the limitation of total liability set forth in Article *.



7) If all or part of the work is terminated prior to its completion, such work shall be deemed to have been executed to the extent of the state progress which the Seller has reached as of the date of termination, and the Buyer shall pay termination charges determined in accordance with the Seller's standard accounting practices upon submission of the Seller's invoices thereof. Except as specifically agreed in writing, termination shall not relieve either Party of any obligation arising out of work performed prior to termination. Charges for the terminated portion of contracts are payable by the Buyer to the Seller upon submission of its invoices for the Purchased Goods.

10. Article 14 General Conditions.


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