This SUPPLY AGREEMENT (herein after the “Contract”) is entered into as of April 30, 2009, by and between the undersigned: BradiagaKrills Ltd ( hereinafter “ the Seller” or “Bradiaga”), a company organized under the laws of the Russian Federation, whose head office is located at ……………, Murmansk, Russian Federation, represented by Mr. ABC, acting as Chairman of Bradiaga. ON THE ONE HAND
Blizzard Ltd (herein after “the Buyer” or “Blizzard”), a company organized under the laws of the United Kingdom, whose head office is located at ………………., Aberdeen, U.K, represented byMr XYZ, acting as Chairman of Blizzard. ON THE OTHER HAND
Each of the the Seller and the Buyer is referred to herein individually as a “Party” and collectively as the “Parties”. Recitals
WHEREAS the Seller is a major fishing company operating in the Antarctic sea who has expertise in manufacturing frozen seafood; WHEREAS the Buyer is the main European supplier of sea products to the pharmaceutical and cosmetic industry; WHEREAS the Seller wishes to sell the Products in European countries via a Highly Qualified Distributor with a large European network; WHEREAS the Buyer has been selected by the Seller and desires the Seller to manufacture and supply the Buyer with the freeze-dried krills (hereinafter “the Products”) and the Seller agrees to manufacture and supply such products under the terms and conditions herein. Agreement
NOW THEREFORE, the Parties have agreed as follows:
-The Products means the freeze-dried krill, more fully described in Annex 1: “Definition of Krill” and Annex 2: “Freeze-dried Krill” which will be manufactured in finished form suitable for use by Blizzard’s customers, packaged and labeled according to the conditions set out by the Buyers in order to be consumed throughout its customersin the field of pharmacy and cosmetics all over Europe. -Highly Qualified Distributor means a company organizing in the field of distributing goods and products that meets these criteria set out by the country’s Chamber of Commerce where it is registered. -FDA means the United States Food and Drug Administration
-Business Day means the day in which normal business is conducted -Quota means 350 ton de freeze-dried krill per year
-Total Order Price means the price per each specific order -Shipping Pointmeans the place in Russia where the Seller begin to load on truck -Port of Import means the place in the United Kingdom where the Parties begin the importing procedures. -Tacit Renewal means the Contract is renewed automatically.
2.Description and Scope of work:
2.1 Obligation of Parties:The Seller agrees to sell and Deliver to Buyer, and the Buyer agrees to purchase and receive from the Seller a minimum of 350 tons / year of the Products, in accordance with the terms and conditions set out throughout of this Contract. Provided that the Quota is met, this agreement shall be renewed by Tacit Renewal. 2.2 Forecasts: Prior to the beginning of each Calendar Quarter, the Buyer shall provide to the Seller a written forecast of the number of ton of Products expected to be ordered in the following three month period. 2.3 Orders:Monthly orders shall not exceed 100 tons. Once the Forecasts have been decided, the Buyer shall send an order via fax at least ten (10) Business Days before the expected delivery date. 3.Effective Date of Contract ( EDC):
The Contract will come into force upon (i) the Signatures of the Parties and (ii) when all the following events have occurred: -The Buyer has been notified by the Seller of the Export License. -The Seller has received from a bank designated by the Buyer and agreeable to the Seller a Letter of Credit on the model stated in Annex 3 and amounting to the Total Order Price. 4.Duration
This Contract is accepted for the period of one year starting from the EDC. It can be extended by one year with the...