Treaty

The contract for the supply of petroleum products


The agreement to defer

OIL SUPPLY AGREEMENT № __ / ___

Moscow "___" ________ 20___

OOO "TC MAKSOIL", hereinafter referred to as "Seller" in the face of the Director General of *************, acting under the Charter on the one hand, and _____ "________________", hereinafter referred to as "Buyer" , represented by Director General of _________________________, acting under the Charter, on the other hand, together hereinafter referred to as the "Parties", entered into this Agreement, hereinafter referred to as "the Treaty", as follows:

1. OBJECT OF THE CONTRACT

1.1. Seller agrees during the term of the Agreement to transfer to the Buyer, and Buyer agrees to accept and pay under the terms of the Treaty petroleum products, hereinafter referred to as "Product", the number, range, price, delivery and payment methods, which are specified in the offer by the Seller to supply Goods to the conditions of the Agreement, hereinafter referred to as "Offer" in the form agreed by the Parties in Annex № 1, which is accepted by the Purchaser, will be an integral part of the Contract.

1.2. The conditions set forth in the Offer and accepted by the Buyer, have the force of the Supplementary Agreement is valid until the date of supply by the Seller to the Buyer once for acceptance of the Offer. Acceptance of the Offer regular parties also recognize the direct action of the Buyer, to supply the goods to him, after the date of his offer by the Seller once the Offer, unaccepted in the usual manner, including: the provision of transport for Pickup by the customer, permission to discharge the Goods at Buyer's capacity, as well as other action, directly pointing to the adoption of the conditions of the Offer by Buyer.

2. QUALITY OF THE GOODS

2.1. Product Quality is determined by the applicable State standards, technical conditions of the relevant oil and confirmed the quality of Passport of the shipper.

2.2. Non-compliance with the quality of the Goods Quality Passport of the shipper must be confirmed by an independent laboratory accredited by the conclusion solely on the basis of official samples. In this sample selection of the arbitration is compulsory presence of the Seller and the Buyer and all costs associated with carrying out the laboratory analysis shall be borne by the initiating party.

3. PRODUCT DELIVERY ORDER

3.1. This product, in accordance with the terms of the Treaty, provided the Buyer during the term of the Agreement by name, in quantity, assortment, price, method of

_________________ (The Seller) __________________ (for Buyers)

delivery and payment specified in the Offer accepted by the Buyer the Seller, and the delivery is perfect seller (good supply) and in the case of an additional written instructions of the Buyer, or accepted by them in the Offer, delivery is to address details of a third party (the consignee).

3.2. The date of delivery shall be considered:

3.3. Methods of delivery.

3.3.1. Pickup (sample) of the Goods:

The buyer submits the loading serviceable rolling stock (trucks), suitable for transportation of petroleum products, calibrated, meeting the requirements of GOST 1810-91 and the fire safety requirements. If found in the tank buyer structural changes affecting the volume of the Goods (or the movable magnetic strip, an additional drain lines, etc.), the Seller is not served by tanker.

Pickup (sample) is carried out directly by the Buyer of the Goods or any other person named in the Offer named as the consignee, with tank farms and refineries on the basis of TTNidoverennosti Buyer.

Seller is not responsible for delay of delivery in case a sample of its customers.

3.3.2. The delivery tank trucks Seller.

Shipment of Goods is made directly to Buyer or any other person specified by the Buyer in the Offer as the consignee. In the latter case, in accordance with Art. 403 Civil Code, all obligations under the Contract the Buyer, including responsibility for any failure to perform the actual consignee on acceptance of the obligations of the Goods.

The representative of the Seller ships the goods to the Buyer (or the consignee) under TTNi attorney authorized representative of Buyer under the current (accepted by the Purchaser) of the Offer.

In the case of re-addressing of the Goods by the Buyer on the route, time of delivery may be changed unilaterally by the Seller, at the same time, the Buyer shall reimburse Seller all documented damages and costs in an uncontested basis within 5 days after the invoice by the Seller.

3.4. On delivery of the Goods the Seller tank trucks / EXW (sample) The buyer (consignee) should ensure that:

- Proper design and the provision of authorization Buyer Representative (consignee);

- Execution of direct action to discharge (drain) of the Goods to the Buyer's capacity (the consignee) and confirmed by the receipt of the Goods (TTH mark of acceptance of the Goods indicating the position, name, signature and authorization data representative of the Buyer (the consignee);

- The selection of the arbitration trial, if necessary;

- The conditions of discharge, precluding a simple tank truck (transport) Seller and the mixing of different grades (types) of petroleum products.

3.5. All costs associated with loading (bulk) of the Goods shall be borne by the Seller, and all costs associated with the discharge (outlet) of the Goods, the Buyer.

3.6. The right of ownership, as well as the risk of accidental damage or loss of the Goods passes

_________________ (The Seller) __________________ (for Buyers)

from the Seller to the Buyer at the time of delivery, which is recognized:

- The time of signing by authorized representatives of the Parties to the bill of lading as in the self-delivery (sample) of the Goods to the Buyer of oil

bases, and fuel trucks at delivery of the Goods the Seller;

- The time of enrollment the Goods to the Purchaser code storage, documented tank farm, which delivers the goods.

3.7. When the supply of products, namely diesel fuel 0.2-62 years with a mass fraction of sulfur, more than 500 mg. / Kg (0.05% mass), the Buyer shall ensure that the Products solely for agricultural and off-road vehicles, in accordance with the requirements of paragraph 11 of the Technical Regulation "About requirements to automobile and aviation gasoline, diesel and marine fuel, jet fuel and heating oil", approved by Government of Russian Federation № 118 of 27, the fevralya2008

For non-compliance by the Buyer requirements of the Technical Regulations of the above, the use of the Products (0.2-62 years of diesel fuel with a mass fraction of sulfur, more than 500 mg. / Kg) Seller is not responsible.

4. ORDER ACCEPTANCE OF THE GOODS FOR QUALITY AND QUANTITY

4.1. Goods supplied by its quality must meet standards (GOST), specified in the passport and / or certificate, respectively. The quality of the delivered goods is confirmed by a passport for each shipment of goods.

4.2. Acceptance of Product Quality.

4.2.1. Prior to acceptance (drain) of the Goods in the Buyer's tanks (consignee), including its fuel trucks, the buyer (consignee) is entitled to require the seller to the selection of official samples to the quality of petroleum products, and the entry is made on the TTH Buyer's Representative on the selection of samples from a given arbitration Party Goods.

4.2.2. The selection of samples by arbitration in accordance with the methods of sampling of petroleum products in accordance with GOST 2517-85, "Oil and oil products. Sampling methods ", by filling two identical containers of not less than 1 liter:

- Sellers of the tank truck tank trucks for delivery of the Goods the Seller prior to discharge of the Goods to the Buyer;

- From the tanker Buyer upon delivery ex works on the condition of the Goods to the Buyer's tanker departure from the warehouse of Seller.

Filled containers are sealed by representatives of the Parties to the Treaty, after which one of them during the term of a claim of quality is kept by the Seller, the other - the Buyer. Sampling of Goods Act is issued, compiled in 2 copies. The Act specifies the information about the representatives of the Parties to the Treaty, carried out the selection of official samples, sampling locations, number of samples taken, the description of containers in which samples were taken, the storage location and other data.

4.2.3. Claims on the quality of the Goods may be brought by Buyer to the Seller within seven (7) days of receipt of the Goods subject to arbitration selection of samples in accordance with the terms of the Agreement. Claim filed with violations of a 7-day period is not considered and is not subject to the satisfaction. The direction of official samples to an expert agency (accredited laboratory) to determine whether the quality of oil products passport shipper, after approval by the Parties of the expert institution (accredited laboratory) and the compilation of the Parties to the Treaty Act, the absence of violations of the integrity of the tank arbitration trial.

_____________________ (The Seller) ____________________ (for Buyers)

4.3. Acceptance of the Goods by the number.

4.3.1. Buyer's claim on the number of delivered Goods shall not be satisfied, if the unloading of the Goods by the Buyer (the consignee) there is discrepancy between the quantity of goods specified in the TTH and the amount specified in the installation order of the Buyer (the consignee) within the permissible relative error in measuring the mass of the Goods (GOST 8.595. P-2004, "The mass of oil and petroleum products. General requirements for methods of measurement"). In this case, the amount actually delivered the Goods taken the data given in TTH.

If the acceptance of the Goods will be identified shortage of goods against the data specified in TTH, the results of the acceptance of the Goods by the number of formalized Act of shortage. Act on the shortage is made on the day to identify shortfalls in the presence of the Seller

until the transition of ownership of the Goods from the Seller to the Buyer and is unique (exclusive) basis for a claim for the amount.

4.3.2. In the act of the shortage of goods must be:

- Name of the Parties to the Treaty constituting the act, and their address;

- Number and date of the Act, the place of acceptance of the Goods and drafting of the Act;

- First name and patronymic of the persons involved in the acceptance of the Goods by the number of

and in the drafting of the Act, the place of their work, their positions, number and date of the document confirming the credentials of the representatives. A person with a dissenting content of the Act, is obliged to sign the Act subject to disagreement (reasoned comments)

- Name and address of the shipper and / or supplier;

- Date and number of TTH;

- The date of shipment from the warehouse Seller;

- In what way determined the number of missing items;

- Other data that, according to those involved in the acceptance, you must specify in the act to confirm the shortage;

- The number of missing items.

The Act before the signature of the persons involved in the acceptance must be pointed out that these persons are warned that they are responsible for the signing of the Act that contains the data that do not correspond to reality.

4.3.3. The solution to this Act shall be agreed by the Parties within 3 days of preparation.

4.3.4. If the acceptance of the Goods will be identified surplus Product, the Parties shall constitute the act of the surplus for drawing up the rules of the Act on the shortage.

4.3.5. Receiving and inspection reports on the number of recorded and stored in the manner prescribed in each of the Parties to the Treaty. The claim in connection with the shortage of the Goods shall be presented by the Buyer to the Seller within 3 working days from the moment the Act. To claim a shortage of goods must be accompanied by a shortage of the Act. Claims by the number of delivered goods do not be satisfied if the difference between the quantity of goods specified in the TTH and the number of defined In the Currently installed in order unloading at the destination is within the rules of natural attrition, or served with the omission of the set of claim period.

4.4. On delivery of the Goods under the ex works the Seller is to deliver the goods and the Purchaser has accepted it in the quantity specified in the TTH, compiled the results of pouring oil in vehicles Purchaser at the tank farm or refinery and signed by authorized representatives of the Parties.

4.5. On delivery of the Goods tank trucks Seller, the Buyer is to accept the goods in quantity, if the product received (drained) from the tanker, the cast of the bar, and gauge the passport has not expired, and the number corresponds to the data of the Goods TTH.

_____________________ (The Seller) ____________________ (for Buyers)

4.6. Buyer Acceptance (sink) of the Goods shall be responsible for compliance with fire safety according to NPB 111-98 "Petrol station. Fire safety requirements. "

5. PROCEDURE FOR SETTING THE OFFER, Acceptance

PURCHASER OF THE GOODS AND PAYMENT

5.1. Prodavetsnapravlyaet Buyer's Offer to approved by the Parties to the Treaty

form (Appendix № 1 to the Agreement), which defines the essential terms of delivery (name, quantity, range, price, volume, method of delivery and payment method) of the Goods to the current contract period (until the change of material conditions-Up

Offer follow-dialect). In case of failure (non-acceptance) of the Offer, the previous conditions of supply under the Agreement shall cease to apply, and Seller's obligations hereunder shall be suspended until the date of acceptance by the Buyer once the Offer Seller.

5.2.Pokupatel receiving the Offer, in agreement with her to accept it by affixing his signature, seal and the words "accepted" on the fax copy of the Offer and send (return) by fax to the Seller. From this point of shipment to the Buyer by the conditions accepted by them Prodavtsa.Aktseptom Offers Offers are also recognized as a regular buyer of action aimed at getting them to the Goods from the Seller after the date of receipt for acceptance of the Offer once (paragraph 1.2. Of the Treaty).

5.3. Accepted by the Purchaser (in accordance with paragraph 5.2. Agreement) Offer the Seller Parties considered the Supplemental Agreement to the Treaty and shall be enforceable by the Seller and Buyer in strict compliance of the conditions in this and in other cases specified in the Agreement, the Parties acknowledge that the documents (messages) manufactured in accordance with the provisions of the Treaty and transferred by electronic means (electronic scanned documents), or sent by fax, duly executed and legally binding as if they were furnished by the Parties in writing (paragraph 2 of Article 160 of the Civil Code) . On the fax copies should be addressed, the message sender (fax) that uniquely identifies it.

5.4.V no later than 15 (fifteenth) day of each month, parties must sign the certificate of verification of payments for the previous calendar month. Initiating party verification is the seller who is obliged to forward the draft Reconciliation Act of Buyer. If, after the 25th of each month, Buyer shall not submit their written objections to the data specified in the draft Act for the preceding calendar month, the project is deemed to be accepted, and parties - have recognized the facts stated in the Act.

5.5. Method of payment of the Goods shall be agreed by the Parties and accepted by the Buyer is fixed in the Offer Seller.

6. WITNESS the buyer's solvency

INTERIM MEASURES AND PERFORMANCE OF OBLIGATIONS

Buying

In order to confirm their legal status and solvency of the Buyer shall not later than five (5) days of the conclusion of an agreement to provide the Seller duly certified copies of documents referred to in Annex № 2 to the Treaty, and undertakes during the term of the Agreement to provide to the Seller all

duly certified copy of the changes, referred to in Annex № 2 documents, not later than five days after making changes to them.

_____________________ (The Seller) ____________________ (for Buyers)

7. RESPONSIBILITIES OF THE PARTIES

7.1. For failure of the Agreement shall be liable in accordance with current legislation.

7.2. All disputes and differences which have arisen or may arise between the Parties under this Agreement, including those relating to his imprisonment, execution (non-performance or improper performance), changes, termination or invalidation (in whole or in part), the Parties undertake to allow

through negotiations, and in case of failure to reach an agreement - transfer at the discretion of the Seller for consideration in the Moscow Arbitration Court, or in the Regional Arbitration Court (142 200, Serpukhov, Moscow region, st. Voroshilov, 70) for resolution in accordance with its Rules, whose decision is final and not subject to appeal, appeal or protest. This arbitration agreement is of independent interest, is regarded as independent of the other terms of this agreement is valid indefinitely from the date of signing of this Agreement, regardless of the expiration, modification, termination or acceptance of this Agreement null and void.

7.3. The buyer in the event of violation of the Treaty and the Additional Agreements (offer) the terms of payment to the Seller agrees to pay interest at a rate of 0.1% of the price paid for the Goods out of time for each day of delay.

7.4. The payment of any penalties (fines, penalties) under Russian law and / or the Contract for breach of any obligation arising from the Agreement shall not relieve the parties from performance of such obligation in kind, as well as damages caused by breach of such obligations in full.

8. FORCE MAJEURE

8.1. Neither Party shall not be liable for complete or partial failure to fulfill obligations under the Agreement, if such failure was a result of force majeure, ie, extraordinary and unavoidable circumstances (force majeure), occurring after the signing of the Treaty, such as fire, earthquake, flood and other natural disasters, war or military operations, national or sectoral strikes, etc., as well as a binding resolution of the Government Russia, Presidential Decrees or orders (specify) other public bodies. Such circumstances do not apply, inter alia, breach of duty by the counterparties of the debtor, the debtor's lack of necessary funds (Art. 401 Civil Code).

8.2. Party, which came the force majeure shall, within 48 hours, in writing, notify the other Party of the beginning and possible end of the above circumstances and their consequences. Failure to notify or delayed notification of the occurrence of force majeure, the Parties denies the possibility to refer to these circumstances.

8.3. The emergence of force majeure does not relieve the buyer from paying for goods previously delivered.

9. OTHER CONDITIONS

9.1. If you change the material conditions of delivery, the Parties agree to negotiate new terms once the Offer.

9.2. All amendments and additions to the Treaty, to which the parties include, inter alia, the Offer accepted by the Buyer (Supplementary Agreement), are valid:

_________________ (The Seller) __________________ (for Buyers)

- If they are signed by both parties, or

- If they are made in accordance with the requirements of paragraphs 5.3. Agreement.

9.3. The contract is made in two copies having equal legal force, one copy for each Party.

9.4. The Agreement shall enter into force after its signing and is valid till 31.12.2010, and in part payment - up to their full resolution. If within 15 calendar days prior to the expiration of the Agreement, no Party has indicated its willingness in writing to terminate the contractual relationship, the contract is extended for another term - 12 months.

10. DETAILS OF THE PARTIES


SELLER:

OOO "TC MAKSOIL"

INN 7735528181/773501001 CAT

124482, Moscow, Zelenograd, pl. Adolescence, 4 assistant. 3

p / s

in the "Savings Bank of Russia" (JSC) in Moscow

c / a

BIC 044525225

BIN 1077746732766

NACE 63.4

OKPO 99631237

General manager

OOO "TC MAKSOIL"

______________ ****************.

MP


BUYER:

____ "____________________________"

INN / KPP

Jur. address

p / s

in

c / a

BIC

BIN

NACE

OKPO

OKATO

General manager

_____ "____________________________"

______________ / /

MP


Appendix № 2 to the Agreement

Delivery № _ / __ to "__" _______ 20___

OOO "TC MAKSOIL"

124482, Moscow, Zelenograd, pl. Youth

d.4, pom.3

____________________________

____________________________

List of legal documents provided by the Buyer to the Seller under Section 6. supply agreement № __ / ___ of "__" _______ 20___

Documents provided to the Seller copies, duly certified.

A. Charter;

Two. A certificate of registration;

Three. Memorandum of Association (for the company with more than one participant);

4. Evidence for the supply of tax registration;

Five. Power of attorney for the representative (if the transaction is representative);

6. Protocol (decision) on the appointment of a sole executive body (director, etc.), an extract of the contract / agreement on the term of office manager and other documents confirming the powers of the head at the time of the transaction;

7. Information letter about the code of statistics;

Eight. An extract from the register;

9. Financial statements (balance sheet, income statement);

10. Letter from the organization, notifying that the transaction is not large;

11.Pravoustanavlivayuschie proof of ownership (other rights: rent, etc.) to real / personal property;

12.Obraztsy signatures of the head and the Chief Accountant, certified by the seal of the organization

13. A letter of guarantee from the contractor that the date of the contract the company does not appear in the arbitration courts as a defendant for tax disputes, disputes over non-payment for goods and services, has no outstanding unpaid debts to suppliers that its property is not under arrest or collateral.

The Director-General Director-General

OOO "TC MAKSOIL" _______ "________________________"

_________________ *********************. _______________________

MP MP