If you need a supply contract template for business with Ukrainian company you are welcome to use the template form the Zilve raw company. Our lawyers team believes that each contract has to be individual, but for somme cases samles are very usefull.
A checklist with the necessary data for developing an individual supply agreement can be found here.
SUPPLY CONTRACT №
Kyiv, Ukraine “__” _________ 2021
Limited liability company “Law Company Ukraine” (abbreviated name – LLC “Law Company Ukraine”), represented by director Lawyer, acting under the Charter (hereinafter referred to as Supplier), and
Limited liability company “Attorney Ukraine” (abbreviated name – LLC “Attorney Ukraine”), represented by director Attorney, acting under the Charter (hereinafter referred to as Customer),
referred together herein as the “Parties”, apart – the “Party”, have concluded this Supply contract № ___, dated __ _______ 2021, (hereinafter referred to as Contract) on following:
- Subject of the Contract
1.1. The Supplier assumes the obligation to sell and supply to the Customer ___________ (hereinafter referred to as Goods) and the Customer assumes the obligation to purchase and accept the Goods in order and under circumstances provided by the present Contract. The list of the Goods shall be defined in the invoice.
1.2. The Supplier guarantees that the Goods belong to him on the right of ownership, are not under restraint on alienation, seizure, are not the subject of collateral and other means of securing the fulfillment of obligations to any physical or legal persons, state bodies and the state, and are not the subject to any other encumbrance or restriction provided by the legislation in force of Ukraine.
- Terms, conditions of delivery and the order of acceptance and transfer of the Goods
2.1. Terms and conditions of delivery of the Goods are determined in the invoice, which is made for each shipment of Goods.
2.2. The Supplier shall be deemed to have fulfilled its obligation to transfer the Goods when it has delivered the Goods to the specified destination which shall be stated in the invoice under DAP terms, Incoterms 2020. The supplier is responsible for all costs and risks associated with transporting the Goods to the destination, including (where applicable) any charges for exports from the country of departure.
2.3. The Goods are delivered by the Supplier in a container (packaging), which must meet the standards or technical conditions and ensure its preservation in proper condition during transportation and storage.
2.4. The transfer of ownership of the Goods from the Supplier to the Customer occurs at the time of receipt by the Customer of the Goods and signing by the Customer of the Goods delivery note.
2.5. If, during the acceptance, the quality of the Goods does not meet the established standards, technical conditions and conditions of this Agreement, the Customer has the right to refuse to accept the Goods with the consequences specified in paragraph 5.4. of the present Contract.
2.6. For each shipment of Goods, the Supplier shall provide the Customer with the following documents: invoice, delivery note, quality certificate or other document confirming its quality, certificate of conformity and product passport (in cases provided by the legislation in force of Ukraine).
- The price and payment terms.
3.1. The price of each shipment of Goods delivered in accordance with the terms of the present Contract shall be determined in the invoice.
3.2. The Customer shall make 100 % advance payment for the Goods.
3.3. Payment must be made within 10 days after the invoice issue.
3.4. Payment for the shipment of Goods is made by the Customer in euro in a non-cash transaction to the current account of the Supplier on the basis of the invoice issued by the Supplier.
- The Goods quality and warranty
4.1. The quality of the delivered Goods must comply with regulatory and technical documentation, state standards or technical conditions of the manufacturer, and confirmed by a quality certificate or other document confirming its quality.
4.2. The Supplier is responsible for the quality of the Goods supplied by him and guarantees its quality as a whole, including constitutive parts and supplements.
4.3. The Supplier guarantees the quality of the Goods for the period of one year from the date of receipt of the Goods by the Customer.
4.4. In case of replacement of the Goods of improper quality with the Goods that meet the terms of the Contract, the warranty period for it begins to expire from the moment of replacement.
4.5. The Customer has the right to submit a written request to the Supplier concerning the identified defects of the Goods during the warranty period.
- Responsibility of the Parties
5.1. In case of breach of their obligations under the Contract, the Parties shall be liable under the Contract and the legislation in force of Ukraine.
5.2. For delay in delivery or non-delivery of the Goods within the period specified in paragraph 2.1. of the Contract, the Supplier shall pay the Customer a penalty for each day of delay in the amount of 0.3 percent of the value of undelivered or undelivered part of the Goods in euro. The total amount of the accrued penalty may not exceed the value of undelivered Goods.
5.3. In case of delay of the term of payment for the Goods by the Customer, the Customer shall pay the Supplier a penalty in the amount of 0.3 percent of the amount of debt for each day of delay in payment for the Goods.
5.4. The Supplier is responsible for the quality of the Goods delivered by him. If the quality of the Goods does not meet the established standards, technical conditions, the Supplier is obliged to replace the defective Goods.
5.5. Irrespective of the payment of the penalty (fine, penalty), the Party that violated the terms of the Contract shall reimburse the other Party for the actual and documented damages in the part not covered by the penalty (fine, penalty).
5.6. Payment by the Party of a penalty and (or) compensation for damages caused by violation of the terms of the Сontract shall be without prejudice to the obligation to perform this Contract specifically, unless otherwise expressly provided by the legislation in force of Ukraine.
- Dispute settlement procedure
6.1. In the event of disputes and disagreements under the Contract or concerning it, the Parties shall take all necessary measures to reach an agreement through negotiations and/or correspondence (sending relevant claims), with appropriate responses to them no later than 14 (fourteen) calendar days from the moment of receipt, and in case of non-receipt (for any reason) of 14 (fourteen) calendar days from the moment of sending such claim by the interested Party.
6.2. If the Parties do not reach an agreement through negotiations, all disputes and differences shall be finally settled by arbitration (ICC). The seat of the arbitration shall be Paris and it shall be conducted in the English language.
- Force majeure
Neither party will be liable for any delay in performing or failure to perform any of its obligations under this Contract if such delay or failure is caused by force majeure, such as civil disorder,threat of war, military action, natural disaster and other circumstances which are beyond the control of the party in question. In such event, the party will give immediate notice in writing to the other party of the existence of such cause or event and of the likelihood of delay.
- Terrms and conditions of the Contract
8.1. This Agreement shall enter into force upon its signing.
8.2. Amendments to this Contract may be made only by agreement of the Parties and shall be executed by signing an Additional Agreement to this Contract by both Parties.
8.3. This Contract, as well as other documents executed for the implementation of this Contract, signed and sent by e-mail, have the same legal force with the original, subject to the subsequent exchange of originals.
8.4. Done in duplicate in the Ukrainian and English languages, both texts being equally authentic, 1 (one) for each of the Parties.
8.5. In compliance with the Law of Ukraine “On Personal Data Protection”, the Parties grant each other permission to receive, process and use personal data in order to properly comply with the terms of the Contract.
- Parties details
Signed:
LLC “Law Company Ukraine” LLC “Attorney Ukraine”
__________________ __________________
Lawyer Attorney
For consultations of Ukrainian lawyers, drafting contracts and other legal assistance you may contact Zilver law company: +380501409560 (Viber, Whatapp, Telegramm), e-mail: info@zilver.com.ua.
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