SUPPLY CONTRACT JAFAR AG

LLC _JAFAR AG_______, hereinafter referred to as the "Provider", represented by the

General Director _________, acting on the basis of the Charter, on the one hand, and
_____________________ hereinafter referred to as the "Buyer", represented by __________,
acting on the basis of _______, on the other hand, together the named Parties, have entered
into this agreement (hereinafter - the Agreement) as follows:

1. The Subject of the Agreement

1.1. In accordance with this Agreement, the Supplier undertakes to deliver the Goods to the
Buyer in accordance with the Specification (Appendix), and the Customer accept and pay for
it.

1.2. The name, assortment, quantity, price of goods, delivery dates are agreed by the Parties
and are determined in the Specifications (Appendices), which are an integral part of the
Agreement.

2. Price and amount of the Agreement

2.1. The Goods delivered under the Agreement shall be paid at the price agreed by the parties
in accordance with the Specifications (Appendices).

2.2. The total amount of the contract is determined as the total value of all the goods delivered
to the Buyer in accordance with the Specifications (Applications) for the entire period of the
Contract.

2.3. In the event of a change in the price of the Goods, the Supplier shall notify the Buyer in
writing (fax, deliberately) within 10 (Ten) calendar days.

3. Settlement procedure
3.1. Payments for the Goods are made on the condition of 100% prepayment within 5 (Five)
banking days from the date of invoice for payment by transfer money  to the account of the
Supplier.
3.2. The moment of payment is the receipt of funds in the current account of the Supplier.

3.3. If the Goods are shipped by the Supplier to the Buyer before making an advance
payment, then the payment for the delivered Goods is made by the Buyer within 3 (Three)
banking days from the day the Supplier invoices.

4. Delivery Order
4.1. The buyer forms a written request for the supply of goods no later than 20 (twenty)
calendar days before the expected delivery date.

4.2. The buyer's application must contain all the data that the Supplier needs for the proper
execution of the terms of the Contract for the supply of goods: product nomenclature and
quantity; name of the railway, name of destination stations and their codes, etc.

4.3. The method and delivery time shall be agreed by the Parties and determined in the
Specifications (Appendices) to the Agreement.
4.4. The Buyer agrees to take all appropriate measures to ensure the acceptance of the
Goods delivered by the Supplier in accordance with the terms of the Agreement both directly
to the Buyer and to the recipients indicated by the Buyer in the application.

4.5. Upon receipt of the delivered Goods from the carrier, the Buyer or the recipient, on his
behalf, undertakes to verify the compliance of the Goods with the information specified in the
transport and accompanying documents, as well as to accept this Goods from the carrier in
compliance with the procedure and rules stipulated by regulatory documents governing the
carrier.

4.6. The delivery date is the date of shipment of the goods to the buyer or carrier, as recorded
by the mark on the bill of lading.

4.7. The ownership of the Goods, as well as the risk of accidental loss, damage, loss, damage,
passes to the Buyer from the moment of its receipt in accordance with invoices at the
Supplier’s warehouse or from the moment of delivery of the Goods by the Supplier for delivery
to the carrier or organization of communication.

5. Quality and completeness

5.1. The quality of the delivered goods must comply with technical specifications and state
standards approved by the legislation of the Russian Federation.

5.2. Acceptance of the Goods by quantity and quality is carried out in accordance with the
instructions for acceptance of products by quality and quantity, approved by the Decisions of
the USSR GA dated 15.06.65 No. P-6 and dated 25.04.66 No. P-7.

5.3. In case of non-compliance of the Goods in quantity and quality, a call to the representative
of the Supplier is required within 24 hours from the date of receipt of the Goods by the Buyer.

5.4. If the Supplier’s representative does not appear, the Buyer accepts the Goods
independently with the drawing up of an act on the established discrepancy in the quantity and
quality when accepting the Goods.

5.5. If the call of the Supplier’s representative is unreasonable, the expenses incurred by the
Supplier in connection with the visit to the Buyer shall be reimbursed by the latter.

6. Responsibility of the parties

6.1. The obligations of the parties must be carried out properly, in deadlines  and in
accordance with this Agreement and applicable law.
6.2. Party to the Agreement property interests  which is violated as a result of non-
performance or improper performance of obligations under the Agreement by the other Party,
is entitled to demand full compensation for the losses caused to it.
6.3. For non-performance or improper performance of the terms of the Agreement, the Parties
shall be liable in accordance with applicable civil law.

6.4. A party that has not fulfilled or improperly fulfilled its obligations under the Agreement
when fulfilling its conditions is liable if it does not prove that the proper fulfillment of obligations
was impossible due to force majeure (force majeure), that is, extraordinary and unavoidable
circumstances, under specific conditions period of time. The following were attributed to force
majeure circumstances by the Parties to this Agreement: natural phenomena (earthquake,
flood, lightning strike, volcanic eruption, mudflows, landslide, tsunami, etc.), temperature, wind
force and rainfall at the place of fulfillment of obligations under the Agreement, excluding
normal human activity for a person; moratorium of government and administration; strikes
organized in the manner prescribed by law and other circumstances that may be determined
by the Parties to the Treaty as force majeure for the proper fulfillment of obligations.
7. Dispute Resolution Procedure
7.1. The parties will endeavor to resolve all disputes that may arise when fulfilling the terms of
the Agreement through negotiations, exchanging letters, clarifying the terms of the agreement,
drawing up the necessary protocols, additions and changes, exchanging telegrams, faxes, etc.

7.2. If it is impossible to resolve the differences through negotiations, they are subject to
consideration in judicial procedure  at the location of the defendant.
8. Other conditions
8.1. Any changes and additions to this Agreement are valid only if they are made in writing and
signed by authorized representatives of the Parties.

8.2. All changes and additions to this Agreement are made in writing and are an integral part of
this Agreement.

8.3. This Agreement shall enter into force from the date of its signing by the parties and is valid
until "__" ________ ____, in terms of mutual settlements until their full execution. If none of the
Parties 30 (thirty) calendar days before the expiration of the Agreement expires in writing to
declare its intention to terminate it, the Agreement is automatically extended for the next year
on the same conditions.

8.4. The Agreement may be terminated ahead of schedule by agreement of the parties, as well
as at the request of one of the Parties in case of violation by the other party of the obligations
stipulated by the Agreement.

8.5. If one of the parties changes the legal address, name, bank details and other things, it is
obliged to notify the other party in writing within 10 (Ten) days.

8.6. A facsimile copy of the Agreement and its annexes shall have equal legal force until the
submission of the original documents.

8.7. This Agreement is drawn up and signed in two copies having the same legal force, one
copy for each of the parties.

9. Legal addresses and details of the parties

LLC _______ Supplier _______

……………………. “....” ………… ..… .. 20 ...

We, ………………………………………………………………………………………………,

Hereinafter referred to as the "Supplier", represented by .............................. ...........................

  ………………………………………………………………………………………… acting
   (position, full name)

Based on ………………………. ……………………………………… on the one hand,

………………………………………………………………………..……………………………,
   (name of enterprise, organization, individual entrepreneur)
Hereinafter referred to as the "Buyer" in the person of. ………… ..
………………………………………
  …………………………………………..………………………, acting on the basis
   (position, full name)

  .......................................... ...................................... ») Concluded the present  Delivery

contract  about the following:
1. The Subject of the Agreement
1.1. In accordance with the Agreement, the Supplier undertakes to put  and transfer
ownership to the Buyer food  (hereinafter referred to as the Products), and the Buyer agrees
to accept and pay for the Products in the manner and terms specified in this Agreement.
  1.2. The name, assortment, quantity and cost of the Products are defined in the Specification,
which is an integral part of the contract.
  1.3. At the same time as the Products, the Supplier transfers the documents
…………………………………..…………………………………………………………….……
   (certificates of conformity, invoices, invoices, etc.)

1.4. Products are purchased by the Buyer for …………………………………………… ..

  1.5. The Supplier guarantees that at the time of conclusion of the Agreement, the Products
belong to the Supplier by right of ownership, are not in dispute or under arrest, are not subject
to pledge, are not encumbered with the rights of third parties.

2. Duration of the contract

2.1. This agreement shall enter into force on

   (date or event of the beginning of the contract)

And valid until

…………………………………………………………………………………..………….…...
   (date or event of expiration of the contract)

3. Product Costs and Settlement Procedures

  3.1. Full price for Product Delivery Contract  Includes VAT, shipping costs, payment of all
taxes, fees and is:

(in words / numbers)

Including …………… .. VAT%, VAT%:

……………………………………………. ………… .. ………… (…………. ………… ..) rubles.

(in words / numbers)

3.2. Payment is due within ........................... banking days from the day
  ………………………………………………………………………………… ... .... By buyer
  (receipt of invoice, acceptance of products under the act of acceptance of transfer, etc.)

3.3. The amount is final and unchanged during the term of this contract.
  3.4. All cash payments in the present Product Delivery Contract  made by bank transfer to
the Supplier’s bank account.
  Payment obligations shall be deemed fulfilled from the day the funds are debited from the
bank account of the Buyer.
4. Timing and order of delivery of the Products

4.1. Products are delivered by the Supplier, in batches at the request of the Buyer and must
contain the name, assortment, quantity, address and date of delivery.
  4.2. Application for delivery is transmitted to the Supplier

   (fax, email, courier, etc.)

4.3. Delivery of Products is carried out during ..........................................
   (hours, calendar days)

  from the moment of receipt of the application from the Buyer.

  4.4. Products are delivered in packaging (containers) made of materials that meet the
requirements of GOST, TU and ensure safety during transportation and storage.
  4.5. Packaging (packaging) is non-refundable.
  4.6. The cost of packaging (packaging) is included in the cost of delivery of the Products.
  4.7. Early delivery of the Products may be made only with the written consent of the Buyer.

5. Acceptance Transfer of Products

5.1. Acceptance of Products in terms of quantity and quality is carried out during …………….
calendar days from the date of delivery of the Products by the Supplier to the Buyer.
  In case of non-compliance of the delivery of the Products with the terms of the Agreement in
terms of quantity and quality, an act is drawn up which is sent to the Supplier within
…………………… calendar days.
  5.2. The ownership of the Products passes from the Supplier to the Buyer from the day

………………………………………………………………………..…………………………….
   (full payment, prepayment, signing of accompanying documents, acceptance by invoice,
acceptance certificate, etc.)

5.3. The risk of accidental death or damage to the Products passes from the Supplier to the
Buyer from the moment of …………………………………… .......... ………………… ...... .....
………………… ...
   (signing the acceptance certificate, waybills, accompanying documents)

6. Rights and obligations of the Parties

6.1. The supplier must:

  6.1.1. Deliver Products to the Buyer in accordance with the terms of this Agreement.
  6.1.2. Transfer Products to the Buyer free of any rights and claims of third parties.
6.1.3. Transfer to the Buyer Products that have complete and reliable information about the
manufacturer, expiration dates and other information in accordance with the requirements of
the current legislation of the Russian Federation.
  6.1.4. Accept from the Buyer and replace low-quality Products within .............. calendar days
from the receipt of a notice from the Buyer about the improper quality of the Products, or within
.................... calendar days from the receipt of such notice, return to the Buyer the price paid
by him for the Products.
  6.1.5. Compensate for the losses incurred by the Buyer when seizing the Products from the
Buyer in favor of third parties on the grounds that arose prior to the execution of the
Agreement.
  6.1.6. Ensure compliance with sanitary standards and rules for storage and transportation of
Products until they are transferred to the Buyer.

7.2. The buyer must:

  7.2.1. Complete all necessary actions to ensure acceptance of the Products.
  7.2.2. Accept Products in accordance with specification and waybills. Acceptance is made
within …………… ... calendar days from the date of receipt of the Products to the Buyer.
  7.2.3. Check the quantity, quality, expiration date, availability of accompanying documents,
etc., packaging and packaging of the Products.
  7.2.4. In case of non-compliance of the delivered Products with the terms of the Agreement
and within ………………… calendar days from the date of receipt, notify the Supplier about the
nature of the discovered non-compliance.
  7.2.5. Pay for the delivered Products in the amount and terms established by this Agreement.

7.3. The supplier has the right:

  7.3.1. To require the Buyer to make full payment under the Agreement, in case the Supplier
refuses to accept the Products without any grounds stipulated by the Agreement or the current
legislation of the Russian Federation.
  7.3.2. In the event of a phased delivery, suspend the transfer of the Products until full
payment of the previously delivered Products.

7.4. The buyer has the right:

  7.4.1. Refuse to execute the Contract if the Supplier refuses to deliver Products to the Buyer.
  7.4.2. Refuse to accept the Products if the Supplier does not transfer or refuses to transfer
the documents to be transferred under the terms of the Agreement.
  7.4.3. Refuse to accept the Products if the remaining shelf life of the Products delivered
under the terms of this Agreement is less than …………… ..% of it total term  expiration date.
7.4.4. Send a notification to the Supplier and refuse to accept Products whose delivery is
overdue for more than ……………………… calendar days, and if the Products are paid, then
demand a refund of the amount paid. The refund is carried out by the Supplier within
…………… banking days from the date of receipt of such notice from the Buyer.
  7.4.5. In case of delivery of Products in violation of quality requirements, require the Supplier
at its discretion:
  - replacing Products of inadequate quality with Products of good quality;
  - refuse to fulfill the Agreement and demand a refund of the amount paid if the Products are
paid.
  7.4.6. Products delivered to the Buyer before the Supplier receives a notice of rejection are
subject to acceptance and payment.
8. Responsibility of the parties

8.1. The Supplier is responsible for the quality and safety of the supplied Products in
accordance with the current legislation of the Russian Federation.
  8.2. For late payment of the Products, the Buyer shall pay the Supplier a penalty (penalty) in
the amount of .............. ...% of the amount of the late payment for each day of delay, but not
more than .............. ...%.
  8.3. For late delivery of the Products, the Supplier shall pay the Buyer a penalty (fine) in the
amount of ............. .. ...% of the amount of the late payment for each day of delay, but no more
than ............. ..%.
  8.4. For the delivery of Products of inadequate quality, the Seller shall pay the Buyer a
penalty (fine) in the amount of ............. .. ...% of the cost of Products of inadequate quality for
each day of delay, but no more than ............. .. ...%.
  8.5. For an unreasonable refusal to accept the Products delivered at the request of the Buyer,
the Buyer shall pay the Supplier a penalty 8.6. The Buyer is obliged to indemnify the Supplier
for losses resulting from improper performance by the Buyer of the terms of this Agreement.
  8.7. Payment of the penalty (penalty) does not relieve the Parties from the obligation to fulfill
their obligations arising from this Agreement.
  8.8. The measures of property liability of the Parties, not provided for by this agreement, are
applied in accordance with the current norms of the legislation of the Russian Federation.

9. Grounds and procedure for termination of the contract

9.1. This Agreement may be terminated by mutual agreement of the Parties, as well as
unilaterally upon the written request of one of the Parties on the grounds provided for by this
Agreement and the current legislation of the Russian Federation.
9.2. Termination of the Agreement unilaterally is carried out only upon written notification of
one of the Parties indicating the reasons for termination of the Agreement.
  The Party that has received notice of termination of the Agreement is obliged to ....................
calendar days to state in writing your position and proposals.

10. Dispute Resolution

10.1. The parties will seek to resolve all possible disputes and disagreements that may arise
under this agreement through negotiations.
  10.2. Disputes that are not resolved through negotiations are referred to the court in
accordance with the applicable laws of the Russian Federation.

11. Force Majeure

11.1. None of the Parties will be liable for the full or partial failure to fulfill any of its obligations
if the failure is a direct result of force majeure circumstances beyond the control of the Parties
that arose after the conclusion of the Agreement.
  11.2. Force majeure circumstances under the Agreement are: military operations,
strikes, regulations  legislative and executive power, fires, lightnings, storms, floods,
earthquakes, other natural disasters.
  11.3. Notification of the occurrence of force majeure circumstances shall be sent to the other
Party within ...................... calendar days with the provision of supporting documents issued by
the competent authorities.
12. Final Provisions

12.1. Any changes and additions to this Agreement are valid provided that they are made in
writing.
  12.2. The contract is drawn up in two original copies having the same legal force, one copy
for each Party.

Addresses and details of the parties

Shipping details: ……………………………………………………………………………

Supplier Buyer
  Address: …………………………………. Address: ……………………………………….
   (legal and factual) (legal and factual)

……………………………………….… ………….………………………………
   (bank details) (bank details)
……………………………………….… ………….………………………………
……………………………………….… ………….………………………………
   (full name) (full name)
……………………………………….…………….………………………………
   (signature) (signature)
   “……” …………………. 20 ... .. g. "......." ...................... 20 ... .. g.
   m.p.m.

Application:
……………………………………..
……………………………………..
……………………………………..

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moscow "____" ___________ 20__ year
CJSC "________________", hereinafter referred to as the "Supplier", represented by the
General Director ______________, acting on the basis of the Charter, on the one hand,

and OJSC _______________, hereinafter referred to as the "Buyer", represented by the

General Director _______________, acting on the basis of the Charter, on the other hand,
have concluded this product supply agreement on the following conditions:

1. The Subject of the Agreement

1.1. The Supplier assumes the obligation to deliver to the Buyer for the object:
“_________________” products (hereinafter “products”), and the Buyer agrees to accept and
pay for the products in the manner and on the terms of this agreement.
1.2. The list of products supplied and unit prices are determined by the specification, which is
an integral part of this.
1.3. The Supplier’s obligations for the supply of products include its delivery to the facility at:
____________________.
1.4. Together with the products, the kit is handed over to the Buyer. technical documentation 
(instruction manual, certified photocopies of certificates of conformity and other certificates
required for this type of product).
1.5. This contract for the supply of products is considered concluded from the moment of
signing by both parties and is valid until the day of actual fulfillment by the parties of all
obligations under the contract, including warranty periods.
1.6. The contract is subject to early termination in the following cases:
- by agreement of the parties,
- at the request of one of the parties in the event of a substantial violation by the other party of
its obligations under the contract. The contract for the supply of products shall be deemed
terminated after ten days from the receipt of a written claim.
2. Cost of the contract and terms of delivery
2.1. The unit price of the product is determined in Russian rubles, is solid and cannot be
changed under this product supply agreement. Price includes 18% VAT.
2.2. The total cost of this agreement is ___________________, including 18% VAT, and
includes the cost of the product, taking into account its packaging, labeling, certification,
transportation to the Buyer and insurance of risks of death or damage to the equipment until it
is transferred to the Buyer.
2.3. Settlements under the product supply agreement are carried out by the Buyer in the
following order:
- advance payment in the amount of __% of the contract value is made by the Buyer in a
period of not more than __ calendar days following the day of receipt of the invoice from the
Supplier;
- the final payment in the amount of __% of the contract value is made by the Buyer in a period
of not more than __ calendar days following the day of fulfillment in full of obligations for the
supply of products and the provision of the necessary documents by the Supplier.
2.4. Delivery time - _________ calendar days from the date of signing by both parties of this
product supply agreement.
The moment of delivery is considered the moment of transfer of products to the Buyer. The
ownership of the product, as well as the risks of its accidental death or accidental damage,
passes to the Buyer at the time of signing the consignment note.
3. Equipment quality and warranty
3.1. The supplier guarantees the quality and completeness of the delivered products in
accordance with applicable GOSTs or Specifications. Technical characteristics of the delivered
products must correspond to the characteristics agreed upon by the parties in the
specification.
3.2. The delivery of products without technical documentation and certificates is considered
improper, and the Buyer has the right to refuse to fulfill the contract for the supply of products if
the Supplier does not submit these documents to the Buyer in full within three days from the
date of delivery.
3.3. Products are delivered in packaging (containers), which are non-refundable. Packaging
(packaging) should ensure the safety of products during transportation and the possibility of
loading and unloading. Damage to products resulting from improper packaging (packaging) is
eliminated at the expense of the Supplier.
3.4. Acceptance of products by quantity is carried out at the Buyer's warehouse at the time of
their transfer. The products are accepted in the unbroken packaging of the Supplier according
to the number of packaging places according to the waybill.
Acceptance of products by quality, completeness and assortment is carried out at the facility at
the time of opening the package, but no later than ________ months from the date of delivery
of the equipment to the Buyer. In case of detection of marriage, incompleteness, as well as in
the case of delivery of products in an assortment that does not meet the conditions of this
product supply agreement, a call is sent to the Supplier to participate in the preparation of the
act.
3.5. Defective products must be replaced, and incomplete - to be completed within
___________ calendar days. The costs of replacing defective and / or understaffing
incomplete products shall be borne by the Supplier.
3.6. The supplier provides warranty service for the period specified in the technical passport
for the products, but not less than __ months.
According to this contract for the supply of products, during the warranty period, the Supplier
undertakes, at its own expense and within the __-day period calculated from the date of
receipt of the claim, to carry out the necessary repair (replacement) of the product in case of
any malfunctions resulting from manufacturing defects.
4. Responsibility of the parties
4.1. If the Supplier violates the delivery time established by the contract, he shall pay the
Buyer a penalty in the amount of __% of the cost of undelivered products for each day of
delay.
4.2. If the Buyer violates the payment deadline for the shipped products, he shall pay the
Supplier a penalty in the amount of __% of its value for each day of delay.
4.3. In case of failure to fulfill the obligation to replace defective or understaffing incomplete
products within the period established by the contract, the Buyer has the right to demand from
the Supplier a fine of __% of the value of the defective (incomplete) products and the return of
the amount received in advance for prepayment for products that turned out to be defective.
4.4. The penalty and penalty under clauses 4.1-4.3 of this contract for the supply of products
shall be calculated on the basis of the price of products specified in the specification, including
VAT. The forfeit is off-grade.
5. Force Majeure
5.1. None of the Parties shall be liable to the other Party for failure to fulfill obligations caused
by force majeure circumstances that arose beyond the will and desire of the Parties and which
cannot be foreseen or avoided, including declared or actual war, civil unrest, epidemics,
blockade, embargo, earthquake, floods , fires and other natural disasters, etc.
5.2. A party that cannot fulfill its obligation due to force majeure circumstances must notify the
other Party of the existing obstacles and their impact on the fulfillment of obligations under this
agreement.
6. Final Provisions
6.1. The product supply agreement is concluded in 2 copies having the same legal force, one
copy for each Party.
6.2. Any agreement between the Parties, entailing new obligations that do not arise from the
contract, must be confirmed by the Parties in the form supplementary agreements to the
contract. All changes and additions to the contract are considered valid if they are made in
writing and signed by the appropriate authorized representatives of the Parties.
6.3. A Party is not entitled to transfer its rights and obligations under a product supply
agreement to third parties without the prior written consent of the other Party.
6.4. References to a word or term in a singular agreement include references to that word or
term in a plural. References to a word or term in the plural include references to this word or
term in the singular. This rule is applicable unless otherwise provided in the text of the contract
for the supply of products.
6.5. The parties agree that, with the exception of information that is in accordance with the
law Russian Federation  cannot constitute a trade secret legal entity, the contents of the
contract, as well as all documents transmitted by the Parties to each other in connection with
the contract, are considered confidential and relate to the commercial secret of the Parties,
which is not subject to disclosure without the written consent of the other Party.
6.6. For convenience, in the contract, the Parties also mean their authorized persons, as well
as their possible successors.
6.7. Notifications and documents transmitted under the product supply agreement are sent in
writing to the following addresses: