Product purchase and sale agreement. Sample: contract for the sale of goods. Responsibilities of the buyer and seller under a food purchase and sale agreement


Almost all business transactions begin with the procedure for concluding a purchase and sale agreement (even in the case of selling your own). The text of the document must correspond to the circumstances of the case. When registering it, certain criteria are important, for example, the counterparty is an individual or legal entity, the representative acts on his own behalf or by proxy, the quantity of goods - retail or wholesale. Depending on these nuances, the text of the contract for the sale of goods will have a different form. The following will describe in detail how the document should look.

In what cases is a written contract for the purchase and sale of goods drawn up?

Contractual sales and purchase relations between suppliers and buyers are regulated by the Civil Code of Russia. The full text of the law can be found at This legislative act contains information that the conclusion of contracts for the sale of goods in writing is mandatory in cases where:

  • the transaction is executed by individuals, provided that the minimum price is more than 20 NMDG;
  • the agreement is drawn up between legal entities;
  • a purchase (sale) transaction is concluded between individuals and legal entities. The exception in this case is transactions made at one time (for example, the purchase of a product or service by an individual in a store).

In the case when an agreement on the purchase and sale of goods is drawn up between legal entities, the document must have the seal of the organization. If it is not on paper, it will be considered invalid. Also, a mandatory condition when preparing such documentation is the affixing of signatures on paper by all participants in the transaction. If the signature of one of the parties is missing, the transaction has no legal significance.

Wholesale sales

In accordance with the provisions of this civil legislation, when selling (purchasing) goods in bulk, a mandatory written contract is required. Depending on the type of product being sold, notarization of the transaction or mandatory state registration of the agreement may be required.

This document is drawn up in accordance with the general template, but special attention should be paid to the paragraph that describes the delivery time. It makes sense for the buyer to fix a specific date before which the supplier must ship the goods to the specified location.

For wholesale purchase and sale transactions, it makes sense to include additional clauses in the document, such as:

  • goods insurance;
  • the procedure for transferring the purchase object;
  • specific time of shipment;
  • availability of advance payment;
  • designate a special type of packaging;
  • other conditions according to the parties.

Retail sales

According to accepted standards, contracts for retail goods can be drawn up in written and oral form, it all depends on the individual characteristics of the situation. The fact confirming the conclusion of the agreement is additional documentation, for example, cash or sales receipts.


If such a purchase and sale agreement is made orally, the seller is obliged to familiarize the buyer with all the details relating to the product. For example, it should indicate:

  • rules for using the product;
  • its expiration date;
  • warranty period;
  • location of production of these products;
  • procedure and amount of payment.

In general, the seller discusses all terms with the buyer, which must be in writing. Also, the supplier of the goods must answer all the consumer’s questions. Before paying for the goods, the buyer has the right to inspect the potential purchase and also check its effect.

In installments

Recently, due to financial difficulties, individuals and legal entities have been purchasing goods (wholesale, retail) with payment in installments. With this method of payment, a purchase and sale agreement must be concluded in writing. Its content looks the same as shown in the sample above. However, there are nuances regarding the payment point.

In a contract for the purchase and sale of goods with installment payment, it is important to indicate the following information:

  • the cost of the entire product. This cost is based on:
    • product range;
    • quantities;
    • available discounts;
    • weight (in some cases).
  • a phrase indicating that payment for the goods will be made in installments;
  • the amount of advance received from the buyer at the time of signing this agreement. The size of the advance depends on the parties to the transaction;
  • the amount of payments that will be transferred to the supplier’s account within a certain time;
  • payment methods - cash or non-cash.

It is important in the contract for the sale (purchase) of goods in the section “responsibility of the parties” to indicate the liability measures that will be applied to the buyer if he does not pay the required amount on time. As a penalty for failure to fulfill its payment obligations, the seller has the right to impose a fine or penalty for each day of late payment. What percentage of the penalty will be charged depends on the circumstances of the purchase and sale agreement.

Change and termination of the contract

Before completing important documentation, it is necessary to indicate a clause indicating the rules for making changes and the nuances of terminating the purchase and sale agreement. The reasons for making any additions or for canceling a document may vary. Their list depends on the circumstances of the case, the opinions of the parties and the specifics of the agreement. But you should also take into account the legal provisions indicating the implementation of such actions. The grounds for amending or terminating the contract for the sale of goods are contained in

According to the law, it is possible to make changes or terminate the agreement:

  • by agreement of the parties;
  • at the initiative of one of the parties to the transaction;
  • on a unilateral initiative.

By mutual agreement, the purchase and sale agreement for products can be canceled at any time, and additions and changes to the terms and conditions can be made at any time.

Standard purchase and sale agreement 2019 download form / sample for free by an individual, between individuals and legal entities. persons. Simple in word

06.01.2019

Contract of sale- according to clause 1. art. 454 of the Civil Code (Civil Code) of the Russian FederationThis is an agreement under which one party (seller) undertakes to transfer the property (goods) to the other party (buyer), and the buyer undertakes to accept this product and pay a certain amount of money (price) for it. Source 1: Wikipedia. Contracts for the supply and purchase and sale of products and goods are the most common obligations in business activities. These agreements cover most of the commodity relations in the financial and economic activities of both legal entities and individual entrepreneurs.

According to paragraph 1 of Chapter 30 of the Civil Code of the Russian FederationThe purchase and sale agreement is a general contractual structure. A purchase and sale agreement creates mutual rights and obligations among the signatories. The purchase and sale agreement is bilateral and can be exclusively consensual. The seller may not be the owner of the goods.


There are many types of purchase and sale agreements. Chapter 30 of the Civil Code of the Russian Federation distinguishes the types of purchase and sale agreements: retail purchase and sale agreement, supply agreement, supply agreement for state or municipal needs, contracting agreement, energy supply agreement, apartment sale agreement, enterprise sale agreement, car purchase and sale agreement of a car ( vehicle) can be downloaded here. Apartments.

This page presents agreements for the purchase and sale of goods for legal entities and for individuals (between individuals and between legal entities and individuals). Descriptions for individuals are below on the page.

Download the form (sample) for legal entities (various options) in word (Word, doc):




Some general information on purchase and sale agreements

In civil law, in particular in the Civil Code of the Russian Federation, there are several types of purchase and sale agreements. One of which is:

Retail purchase and sale agreement - according to (clause 1 of article 492, clause 1 of article 454 of the Civil Code of the Russian Federation)An agreement under which one party (seller), engaged in retail sales of goods, undertakes to transfer the ownership of the goods to the other party (buyer) for use not related to business activities, and the buyer undertakes to accept these goods and pay a certain amount of money for them (price). It is mandatory for a retail purchase and sale agreement to indicate the name and quantity of the goods. Otherwise, it is recognized as not concluded (Article 455, paragraph 3 of the Civil Code of the Russian Federation).

The subject of the contract is the goods that the seller undertakes to transfer to the buyer. Goods are understood as property that has not been withdrawn from civil circulation (available or that will be created in the future); things, including money, intended for consumption not related to business activities. The subject of a retail purchase and sale agreement cannot be: mandatory rights, rights to intangible benefits, intangible benefits, obligations.

The price is announced by the seller at the time of conclusion of the contract. The price set by the seller must be the same for all buyers. The buyer to whom the goods were sold at a higher price has the right to demand that the contract be declared void, which will result in bilateral restitution (each party is obliged to return to the other everything received during the transaction). If the goods have been consumed, then the consequence of recognizing the transaction as void will be bilateral restitution in the form of compensation to the buyer for the difference between the price he paid and the lowest price at which the seller sold the goods.

The seller can only be an entrepreneur engaged in retail sales of goods, who is the owner or another authorized person. To sell certain types of goods, the seller requires a license. The buyer can be individuals and legal entities using the goods for purposes not related to business activities.

Also, the design of the purchase and sale agreement can also be used to regulate relations regarding the alienation of property rights (clause 4 of Article 454 of the Civil Code of the Russian Federation). Property rights are divided into three main groups: real, obligatory and exclusive.

Agreement purchases and sales with individuals and between individuals

A purchase and sale agreement between two individuals is a transfer of ownership from one person to another.The peculiarity of such a purchase and sale agreement is that an individual (citizen or individual entrepreneur) can act as both a seller and a buyer,Accordingly, he may be subject to different obligations under the contract.The settlement of such agreements is also carried out within the framework of the Civil Code of the Russian Federation.


An individual seller, before concluding a transaction, must confirm ownership or other limited property right that allows him to dispose of the subject of the agreement by providing title documents and confirmingcapacity to carry out a transaction. The seller is also obliged to transfer the goods to the buyer within the time limits previously specified in the contract, and, if necessary, provide him with all related documents (quality certificates, delivery notes, invoices). If the contract provides for the delivery of goods, the seller is obliged to complete it within a certain time frame, according to the contract. Before signing the agreement, he must provide reliable information about the consumer properties of the product, a guarantee, and also accept it back at the buyer’s request if defects are detected.

An individual buyer is obliged to pay for the goods in the amount established by the contract. If we are talking about deferred payment, the buyer is obliged to adhere to the deadline after which he must make payment. If the buyer is an individual entrepreneur, he has the right to change the terms of the contract or terminate it in accordance with current legislation.

The amount of the agreement (if it is not a wholesale purchase and sale agreement) is established by the parties before signing it. The form and procedure of payments is carried out in accordance with the clauses of the agreement.

The agreement comes into force from the moment of its signing. The transfer of goods occurs by signing a transfer deed, invoice, invoice or issuing a sales receipt. The retail purchase and sale agreement is considered fulfilled at the moment of payment and delivery of the goods. The agreement is concluded in two or three copies. In any case, one copy remains with the individual. If we are talking about a transaction regarding real estate, the third copy is drawn up for the state registration authority, after which the individual takes legal ownership of this property.

A purchase and sale agreement for individuals allows citizens to sell material assets without being subjects of entrepreneurial activity, without requiring registration as a legal entity.

What terms should a standard contract for the sale of goods contain?

The purchase and sale agreement is concluded in various forms:

  • retail purchase and sale and contracts between individuals are permissible orally;
  • in relations between organizations, as well as business entities, a written form is required (in the form of a single document signed by both parties, or an offer accepted by the other party through implied actions, etc.)

Sample contract for the sale of goods in the form of a single document must necessarily include all essential conditions, i.e. conditions, the inconsistency of which leads to the fact that the contract is not considered concluded (clause 1 of Article 432 of the Civil Code of the Russian Federation).

They will be:

  1. Names of the parties to the agreement.
  2. The subject, that is, the product itself in respect of which the transaction is concluded, and its quantity.
  3. Price, if one of the parties insists on agreeing on it during the conclusion of the contract or offers its own price (information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 25, 2014 No. 165).

In addition, there are conditions that are not obligatory, but desirable: their inconsistency does not entail recognition of the contract as not concluded, but can cause serious problems in the relationship between the seller and the buyer. These are the terms about:

  • quality of goods;
  • product guarantees;
  • procedure and terms of payment.

The set of conditions depends on the variety contract for the sale of goods. For example, in a retail purchase and sale agreement it is mandatory to indicate the price (Article 500 of the Civil Code of the Russian Federation). Let's look at these conditions in more detail.

Product and its quantity

There can be no questions regarding the goods: it is directly named as an essential condition in Art. 455 of the Civil Code of the Russian Federation.

How, in practice, to describe the goods so that the subject of the contract is considered agreed upon? If we are talking about individually defined things, then it is necessary to indicate their unique data (for example, the cadastral number for a land plot), if about generic ones, it is convenient to identify the item by pointing to a technical document describing this type of product (for example, GOST standards, technical regulations, defining the configuration of the part).

It is allowed to include a description of the subject not in the contract itself, but in other documents:

  • into the contract on the basis of which the goods were purchased by the seller (resolution of the Federal Antimonopoly Service of the West Siberian District dated 07/09/2009 No. F04-3964/2009(9931-A27-30) in case No. A27-11413/2008);
  • in the acceptance certificate attached to the contract, which is relevant for real estate (resolution of the plenum of the Supreme Arbitration Court of the Russian Federation dated July 11, 2011 No. 54);
  • in the consignment note (determination of the Supreme Arbitration Court of the Russian Federation dated April 21, 2011 No. VAS-4938/11 in case No. A56-3564/2010).

As for the condition on the quantity of goods, the greatest difficulty here is represented by goods sold by measurement (by length, weight, volume). It is difficult to accurately determine the quantity of goods in such a situation. The solution to the problem will be a framework agreement (Article 429.1 of the Civil Code of the Russian Federation), which does not require mandatory approval of the subject matter, including the quantity of goods. Specific data on the quantity will be contained directly in invoices for payment or delivery notes and will be determined in fact at the time of shipment.

Product quality

The condition on the quality of the goods can be formulated by:

  • references to standards for this type of product;
  • descriptions of the properties of the product and the purposes of its use;
  • indications of the technical documentation attached to the product.

The absence of a special clause on quality agreed upon by the parties gives effect to clause 2 of Art. 469 of the Civil Code of the Russian Federation (quality is considered adequate if the product is suitable for normal use of things of this type).

In addition (usually this option is used for selling used items or with obvious defects), it is possible to formulate the quality condition “as is”: this means that the buyer agrees to purchase the product with all existing defects.

Other terms of purchase and sale

In addition to the conditions described above, the contract may additionally include others - at the request of the parties. The most important of them will be:

  • the moment of transfer of the goods - before payment, after it, after receiving an advance payment, etc.;
  • delivery order - pickup, delivery by the seller, transfer to a specialized carrier, etc.;
  • payment procedure - cash, transfer to a bank account, etc.;
  • the procedure for considering possible disputes, including jurisdiction;
  • responsibility of the parties.

Although these conditions are not essential, however, by refusing to agree on them, the parties will be forced to be guided by the rules of the Civil Code of the Russian Federation, and in the event of a conflict, to depend on the currently prevailing opinion of judicial practice. But the force majeure clause, which is often included in documents, does not necessarily need to be mentioned. It is quite clearly described in the law, and there is no point in overloading the contract with references to it.

Thus, when concluding a purchase and sale agreement, it is necessary to provide for essential conditions (general and special - for a certain subtype of purchase and sale), as well as all conditions that the parties consider important and require special approval.

Download the purchase and sale agreement goods you can use the following link:

P In a sales contract, one party (the seller) undertakes to transfer the thing (goods) into the ownership of the other party (the buyer), and the buyer undertakes to accept this product and pay a certain amount of money (price) for it (Article 454 of the Civil Code of the Russian Federation). Download a sample contract for the sale and purchase of goods.

Goods purchase and sale agreement sample

Place and date of conclusion of the contract

Represented by ________________________, acting__________________ on the basis of _____________________, hereinafter referred to as the “Seller”, on the one hand, and _________ _________________________ represented by _____________________________________, acting___on the basis of _____________________, hereinafter referred to as the “Buyer”, on the other hand, collectively referred to as the “Parties”, have entered into this Agreement as follows:

Subject of the agreement

1.1. Under this Agreement, the Seller undertakes to transfer ownershipBuyer ________________________________________________________________(indicate the name, type, characteristics of the product) (hereinafter referred to as the Product) in the quantity and assortment specified in clause 1.2of this Agreement, and the Buyer undertakes to accept the Goods and pay forits price in the amount and in the manner provided for in the Agreement.

1.2. The Seller transfers the following Products to the Buyer:

1.2.1. (Name of product)__________________________________________________________________________________ in quantityin the following completeness: _______________________________________________.

1.2.2. ___________________________________________________ in quantity(Name of product) ___________________ (indicate the quantity or order of its determination) in the following completeness: __________________ _____________________________.

Rights and obligations of the parties

2.1. The seller is obliged:

2.1.1. Deliver to the Buyer the Goods of proper quality and in proper packaging in the manner and within the time limits provided for in this Agreement.

2.1.2. Transfer the Goods free from the rights of third parties. (Sample contract for the sale and purchase of goods)

2.1.3. Simultaneously with the delivery of the Goods, transfer to the Buyer the followingaccessories and documents: _______________________________________________

__________________________________________________________________________.

(specify accessories and documents transferred by the Seller)

2.1.4. Check the quality of the Goods in the manner prescribed by this Agreement.

2.2.The buyer is obliged:

2.2.1. Accept the Goods from the Seller in the manner and within the time limits provided for in this Agreement. (Sample contract for the sale and purchase of goods)

2.2.2. Pay for the Goods in the manner and within the terms provided for in this Agreement.

Contract price and payment procedure

3.1. The price of the Goods transferred under this Agreement is:

  • (Name of product)___________________________________ — _____ (_______________) rubles;
  • (Name of product)___________________________________ — _____ (_______________) rubles.

3.2. The price of the Agreement is _____ (_______________) rubles.

3.3. The Contract price is paid by the Buyer by “__”___________ ____.

3.4. Payment of the Contract price is made by the Buyer transferring cash to the Seller or by non-cash transfer of funds to the Seller’s account. (Sample contract for the sale and purchase of goods)

3.5. The date of payment is the date of transfer by the Buyer of cash to the Seller or the date of receipt of funds into the Seller’s account.

Product quality

4.1. The quality of the Goods transferred under this Agreement mustcorrespond ______________________________________________________________________________________________________________________________________ (specify regulations, standards, other requirements for the quality of the Product) and confirmed by ____________________________________________________________________________________________________________________________________ (indicate documents confirming the proper quality of the Product).

4.2. Before transferring the Goods to the Buyer, the Seller is obliged to check the quality of the Goods in the following order: ___________________________________. (Sample contract for the sale and purchase of goods)

4.3. Simultaneously with the documents specified in clause 2.1.3 of this Agreement, The seller transfers The Buyer receives documents confirming the quality check of the Product.

4.4. If the defects of the Goods were not specified by the Seller, the Buyer to whom the Goods were transferred poor quality, has the right, at its own discretion, to demand from the Seller:

4.4.1. Proportional reduction purchase price. (Sample contract for the sale and purchase of goods)

4.4.2. Free elimination of deficiencies Goods within a reasonable time.

4.4.3. Reimbursement of your expenses to eliminate defects of the Product.

4.5. In the event of a significant violation of the requirements for the quality of the Goods (detection of irreparable defects, defects that cannot be eliminated without disproportionate costs or time, or are detected repeatedly, appear again after their elimination, and other similar defects), the Buyer has the right, at his choice:

4.5.1. Refuse to fulfill the Agreement and demand a refund of the amount paid for the Goods.

4.5.2. Submit a written Demand (claim) for the replacement of a substandard product, the properties of which do not allow its deficiencies to be eliminated, with a product of adequate quality (hereinafter referred to as the Demand for replacement of the Product) (Appendix N ___).

Transfer and acceptance of goods

5.1. The goods are delivered to the Buyer at the address: _________________________.

Product delivered by the forces and means of the Seller.

5.2. The goods must be delivered to the Buyer by “__”___________ ____.

5.3. The Buyer to whom the Goods are delivered is obliged to inspect it, check the compliance of the quality and quantity of the Goods with the terms of this Agreement and accept the Goods. (Sample contract for the sale and purchase of goods)

Quality checking The Goods are produced by the Buyer in the manner provided for in clause 4.2 of this Agreement.

Acceptance of the Goods by the Buyer is confirmed by signing the Goods acceptance certificate (Appendix N ___).

Transfer of ownership

5.4. Ownership on the Product, as well as the risk of accidental loss or damage to the Product goes over from the Seller to the Buyer from the date of signing the acceptance certificate of the Goods.

5.5. The Seller is considered to have fulfilled his obligation to transfer the Goods from the date the Parties sign the acceptance certificate for the Goods.

5.6. If the Seller has transferred to the Buyer, in violation of clause 1.2 of this Agreement, a smaller quantity of the Goods, the Buyer has the right to either demand the transfer of the missing quantity of the Goods, or refuse the transferred Goods and payment for it, and if the Goods have been paid for, demand the return of the paid amount.

5.7.If the Seller does not transfer or refuses to transfer To the Buyer the accessories or documents related to the Goods specified in clauses 2.1.3, 4.3 of this Agreement, the Buyer has the right to assign him a reasonable period for their transfer.

In the event that the accessories or documents related to the Goods are not transferred by the Seller within the specified period, the Buyer has the right to refuse the Goods by sending to the Seller an Application (claim) for refusal of the goods and compensation for losses caused due to the seller’s failure to transfer accessories and documents related to the goods , within the prescribed period (Appendix N ___). (Sample contract for the sale and purchase of goods)

5.8. If the Seller has transferred Along with the Product, the assortment of which complies with the Agreement (clause 1.2 of this Agreement), the Buyer has the right, at his own discretion, to:

  • accept the Product that meets the assortment requirement and reject the rest of the Product;
  • refuse all transferred Goods;
  • submit a Request to replace the Product that does not meet the assortment requirement with a Product in the assortment provided for in this Agreement;
  • accept all transferred Goods.

5.9. If a Product is rejected, the range of which does not comply with the terms of the Agreement, or a Request is made for the replacement of a Product that does not comply with the assortment condition, the Buyer also has the right to refuse to pay for this Product.

Responsibility of the parties

6.1. For violation of the deadline for payment of the price of the Agreement provided for in clause 3.3 of this Agreement, the Seller has the right to require the Buyer to pay a penalty in the amount of _____% of the amount not paid on time for each day of delay. (Sample contract for the sale and purchase of goods)

6.2. For violation of the transfer deadline For the Goods provided for in clause 5.2 of this Agreement, the Buyer has the right to require the Seller to pay a penalty in the amount of _____% of the price of the Goods not delivered on time for each day of delay.

6.3. For violation of other conditions of this Agreement, the Parties bear responsibility under the current legislation of the Russian Federation.

Dispute Resolution

7.1. All disputes and disagreements that may arise between the Parties on issues that are not resolved in the text of this Agreement will be resolved through negotiations on the basis of the current legislation of the Russian Federation.

7.2. If controversial issues are not resolved during negotiations, disputes are resolved in court in the manner established by the current legislation of the Russian Federation.

Final provisions

8.1. Genuine contract takes effect from the date it is signed by authorized representatives of both Parties and is valid until they fully fulfill their obligations under this Agreement.

8.2. Any changes and additions to this Agreement must be drawn up in writing and signed by the Parties or duly authorized representatives of the Parties. (Sample contract for the sale and purchase of goods)

8.3. This Agreement may be terminated by agreement of the Parties, as well as on other grounds provided for by the current legislation of the Russian Federation.

8.4. In all other respects that are not provided for in this Agreement, the Parties are guided by the current legislation of the Russian Federation.

8.5. The agreement is drawn up in two copies, having equal legal force, one for each of the Parties.

8.6. An integral part of this Agreement are the following applications:

8.6.1. Certificate of acceptance and transfer of Goods (Appendix N ___).

8.6.2. Requirement (claim) to replace a low-quality product, the properties of which do not allow its shortcomings to be eliminated, with a product of proper quality (Appendix N ___).

8.6.3. Application (claim) for refusal of goods and compensation for losses caused due to the seller’s failure to transfer accessories and documents related to the goods within the prescribed period (Appendix N ___).

8.6.4. __________________________________________.

Details of the parties and signatures of the parties.

Samples of purchase and sale agreements

Goods purchase and sale agreement No.____

Barnaul

Organization No. 1 LLC, hereinafter referred to as the Seller, represented by director Ivan Ivanovich Ivanov, acting on the basis of the Charter, on the one hand, and Organization No. 2 LLC, hereinafter referred to as the Buyer, represented by director Petr Petrov Petrovich, acting on the basis of the Charter, on the other hand, collectively referred to as the “Parties”, have entered into this agreement under the following conditions:

1. THE SUBJECT OF THE AGREEMENT

1.1. Under this agreement, the Seller transfers the goods to the Buyer, and the Buyer accepts it and pays for it in quantity and assortment in accordance with the invoice, invoice, buyer’s application and within the time limits provided for in this agreement.

1.2. This agreement is concluded by the parties on the basis of their voluntary expression of will.

1.3. The approximate amount of the contract during the contract period is 100,000.00 (one hundred) thousand rubles.

2. TERMS, PROCEDURE AND CONDITIONS OF DELIVERY

2.1. The delivery of Goods is carried out by the Seller in separate batches based on the Buyer’s application submitted on behalf of an authorized person. The nomenclature, assortment, quantity, price and other necessary conditions are additionally agreed upon by the Parties in applications and are finally determined by invoices, which are an integral part of this Agreement. In any case, the fact of acceptance of the invoice and goods is confirmation of the application. To quickly resolve issues, it is allowed to exchange documents by fax, as well as e-mail, with the obligatory delivery (transfer) of the original document within 3 (three) working days.

2.2. The transfer of the Goods is carried out by agreement of the parties, at the warehouse of the Seller or the Buyer.

2.3. Delivery of the Goods is carried out by the Buyer or the Seller, respectively, depending on the place of delivery of the Goods.

2.4. The goods must be delivered to the Buyer within the time limits specified for each sale separately in writing or orally as agreed by the parties.

2.5. The delivery date is the date of transfer of the Goods and signing of the transfer documents by the recipient.

2.6. The ownership of the purchased goods passes from the Seller to the Buyer at the moment of transfer of the goods to the Buyer.

2.7. The seller is obliged:

2.7.1. pack and deliver goods that meet the quality requirements of state standards, technical specifications or samples;

2.7.2. deliver the Goods free from any rights and claims of third parties.

2.8. The buyer is obliged:

2.8.1. notify the Seller of violation of the conditions provided for in clauses 2.1, 2.7.1. of this Agreement on the quantity, assortment, quality, completeness, container and (or) packaging of the Goods within ten days.

2.9. Defective goods, by agreement of the parties, are subject to exchange, return or discount. The return of low-quality Goods to the Seller is made on the basis of a certificate of acceptance of goods for quality (quantity), signed by members of the commission from representatives of both parties.

3. PRICE AND PAYMENT PROCEDURE

3.1. Prices for goods supplied by the Seller are negotiable and are set in Russian rubles.

3.2. Payment for the supplied Goods is made by transferring funds to the Seller's bank account or in cash through the Seller's cash desk upon receipt of the goods. The date of payment means the date when funds are credited to the Seller’s bank account or cash register.

4. DURATION OF THE AGREEMENT

4.1. This agreement comes into force from the moment it is signed and is valid until December 31, 2018, but not before the parties have fully fulfilled their obligations under the agreement.

4.2. This agreement is drawn up in 2 copies having equal legal force.

5. FORCE MAJEURE

5.1. If any of the parties fails or partially fails to fulfill their obligations under this agreement due to the occurrence of force majeure circumstances, if they directly affected the timing of the Parties’ fulfillment of their obligations, the deadline for fulfilling their obligations is postponed in proportion to the time during which these obligations will be valid.

5.2. A party for which it is impossible to fulfill obligations due to the above reasons must immediately notify the other party in writing within 3 (three) days from the occurrence of such circumstances. Documents issued by the competent government authorities must serve as evidence of the facts specified in the notice.

5.3. Failure to notify or untimely notification to the other party in accordance with clause 5.2. entails the loss of the right to refer to these circumstances.

6. PROCEDURE FOR SETTLEMENT OF DISPUTES

6.1. All disputes arising from this agreement are resolved by the parties through negotiations.

6.2. In everything that is not specified in this agreement, the parties are guided by the current legislation of the Russian Federation.

6.3. If agreement is not reached, the parties submit disputes to the Arbitration Court for consideration.

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