TABLE OF CONTENTS

I. Interpretation

1. Terms and definitions 

II. Supply of the Goods 

2. Subject of the Supply agreement

3. Obligations of the Parties 

4. Quality of the Goods and Goods warranty

5. Place of delivery 

6. Price and payment procedure 

7. Orders 

8. Audits 

9. Delivery terms and deadlines. Packaging 

10. Acceptance of the Goods in terms of quantity and quality 

11. Transfer of title and risk 

12. Samples, prototypes, tools 

13. Transition of supply

14. Spare parts 

III. Rendering Services 

15. Subject of the Service agreement 

16. Obligations of the Parties 

17. Quality of the Services and Services warranty

18. Price and payment terms 

19. Orders

20. Audits 

21. Deadlines 

22. Acceptance of the Services 

IV. General provisions 

23. Authorized Representatives of the Parties

24. Personnel of the Supplier (Contractor)/ Laws and regulations

25. Liability and penalties 

26. Force majeure 

27. Amendments to the specifications of the Goods (Services)

28. Information, advice, warnings 

29. Permits, licenses, approvals, quality accreditations

30. Duration 

31. Notices 

32. Confidentiality 

33. Jurisdiction, applicable law and dispute resolution 

34. Termination of the Agreement

35. Effects of termination or expiration of the Agreement

36. Intellectual property rights 

37. Primary accounting documents requirements

38. Final provisions

General Conditions of Purchase for OOO “Continental Kaluga”, “Continental Automotive Systems RUS” LLC and their affiliated companies

WHEREAS, the purpose of these General Conditions of Purchase as they may be amended and/or supplemented from time to time is to define terms and conditions under which the Buyer (Contractor) shall acquire Goods and/or Services from the Supplier (Contractor) within supply agreement(s) and/or service agreements, and the Supplier (Contractor) undertakes to produce the deliveries and/or Services, deliver such deliveries to the Buyer (Client) and to carry out the supply agreement(s) and/or service agreement(s).

WHEREAS, the terms and conditions of any and all of the agreement(s) shall not supersede the terms of the General Conditions of Purchase unless the terms of the agreement(s) or separate document referred to in such agreement(s) expressly set forth derogation from the terms of the General Conditions of Purchase.

I. Interpretation

1. Terms and definitions

1.1. Unless otherwise required by these General Conditions of Purchase, the following terms and expressions as used herein shall have the meanings stated in this Article.

Claim – claim of discrepancies confirming incompliance of the delivered Goods with the requirements set in the Agreement, the Order or the Shipping Documents or incompliance of the performed Services and/or Works with the requirements set in the Agreement or the Order.

Affiliated Company(ies) – any entity controlled (i) by Continental Reifen Deutschland GmbH and/or; (ii) by a successor of Continental Reifen Deutschland GmbH and/or; (iii) having common control by a parent company, and/or (iv) belonging to one group of companies – Continental. For purposes of this definition, the term “control” means the possession, directly or indirectly, more than 20 % (twenty percent) of voting rights of an incorporated company or more than 20 % (twenty percent) of the capital of a limited liability company.

Agreement –the whole agreement between the Parties constituted by the following documents as they may be amended, modified and/or supplemented from time to time, and each document must be unconditionally agreed by the Supplier:

(i) the present General Purchase Conditions;

(ii) letter of intent (if applicable);

(iii) supply and/or services agreements;

(iv) other documents referred to in the documents above as an integral part thereof.

Supply agreement – the agreement entered into between the Buyer and the Supplier, formed by the following documents, in order of priority: the Order, the supply agreement with its appendixes and these General Conditions of Purchase.

Service agreement – the agreement entered into between the Client and the Contractor, formed by the following documents, in order of priority: the Order, the services agreement with its appendices and these General Conditions of Purchase. Provisions governing the provision of services for the purposes of these General Conditions of Purchase extend the action as the work agreement.

Documentation – any sketches, plans, models, drawings, printed materials, samples, specifications, descriptions, reports, working materials, notes, manuals, data (including data on electronic media) and, more generally, technical documentation relating to the Goods and/or to the Services.

Order – the order (specification) of the Buyer for delivery of Goods or the order of the Client for performing Services containing at least specific list, price, terms and procedure of delivery of the Goods or specific type, price and terms of the Services.

Client – the Party (entity) defined as the “Client” in the Service agreement.

Contractor – the Party (entity) defined as the “Contractor” in the Service agreement.

Force Majeure – any event constituting a force majeure event according to the applicable Russian legal system, which would impair the ability of the affected Party to perform normally its contractual obligations.

General Conditions of Purchase – these general conditions of purchase.

Carrier – a transport company or a forwarder having an agreement with the Buyer.

Acknowledgment of Receipt – the duplicate of an Order duly signed by the Supplier or the Contractor.

Buyer – the Party (entity) defined as the “Buyer” in the Supply agreement.

Supplier – the Party (entity) defined as the “Supplier” in the Supply agreement.

Audit – the auditing of the performance by the Supplier or by the Contractor of its contractual obligation.

Auditor – at the Buyer’s sole option:

- the Buyer or an Affiliated Company; or

- any third party designated by the Buyer.

Results – any sketches, plans, models, drawings, printed materials, samples, specifications, descriptions, reports, working materials, notes, manuals, data (including data on electronic media) and, more generally, any documents prepared by the Supplier for the Buyer and/or supplied to the Buyer by the Supplier or to the Client by the Contactor (including data and results obtained from third parties) derived from the performance of the Agreement.

Party or Parties – the Buyer and the Supplier referred to individually or collectively or the Client and the Contractor referred to individually or collectively.

Subcontractor(s) – any or all third parties to which the Supplier or the Contractor subcontract all or any part of its obligations under the Agreement according to cl. 37.4 hereof.

Site – as the case may be the Buyer’s (Client’s) site (legal address), or other site specified in the Order.

Goods – the goods which main characteristics are specified in the Supply agreement or the attachments thereto, which the Supplier shall deliver to the Buyer and which final quantities will be indicated in the Order.

Authorized Representative – authorized representative of the Buyer or the Client or authorized representative of the Supplier or the Contractor (depending on the context) appointed in accordance with Art. 23 hereof.

Services – the services specified in the Services agreement or the attachments thereto. For the purposes of these General Conditions of Purchase the term “Services” includes the works.

Price – the price of the Goods or the Services (as the case may be) indicated in the Agreement.

1.2. In these General Conditions of Purchase, unless otherwise expressly stated, singular words shall be interpreted as including a reference to the same words in plural, and vice versa.

1.3. In these General Conditions of Purchase, unless otherwise expressly stated, “days” shall mean calendar days.

1.4. The titles of Articles and Annexes hereto are presented only for the purpose of facilitating the usage and providing easier reference. They shall not be taken into account when construing the meaning of these General Conditions of Purchase.

1.5. If it is not stipulated otherwise in this General Conditions of Purchase, all acts and other documents to be compiled by the Supplier or the Contractor under this General Conditions of Purchase or the Agreement, shall be drawn in the form approved by the Buyer or the Client.

II. Supply of the Goods 

2. Subject of the Supply agreement 

2.1. Under the Agreement the Supplier shall deliver to the Buyer the Goods. The Buyer shall accept and pay for the Goods in accordance with terms and conditions defined in the Agreement.

2.2. Together with the Goods the Supplier shall deliver to the Buyer all related accessories and documents (customs documents, technical passport, quality certificate, certificate of conformity, operating manual, etc.).

2.3. The Supplier warrants that the Goods were not used, the Goods is not subject to the rights of any third party and that the delivery of the items and their utilization according to the Agreement, do not infringe patents or other protective rights of third parties in the Russian Federation or in any other country, including Germany. 

2.4. The Supplier warrants that the Goods are not a subject of export and import restrictions.

2.5. In the event that parts made of rubber or plastics – also in combination with other materials – are to be integrated in the Goods delivered, products of Continental corporation are to be given preference.

3. Obligations of the Parties

3.1. The Supplier is obliged to:

3.1.1 timely supply the Goods to the Buyer as per the Order and the terms of the Agreement;

3.1.2 issue an invoice to the Buyer for payment for the Goods;

3.1.3 fulfill any other responsibilities under the Agreement.

3.2. The Buyer is obliged to:

3.2.1 ensure acceptance of the delivered Goods in accordance with terms and conditions stated in the Agreement and the General Conditions of Purchase;

3.2.2 timely pay for the Goods on the terms of the Agreement;

3.2.3 fulfill any other responsibilities under the Agreement.

4. Quality of the Goods and Goods warranty 

4.1. The quality of the Goods shall comply with the mandatory quality and safety standards applicable to Goods under the Russian law as well as the standards defined in the relevant Order and in the Supplier’s and/or the Buyer’s documentation reviewed and agreed by both Parties in writing.

4.2. The Supplier is aware of the particular purpose the agreed upon performance is aimed at. The Supplier is liable for material defects that impair the suitability of the performance for the intended purpose. Unless otherwise agreed, first-class materials and workmanship are deemed to be agreed.

4.3. The Supplier, as an expert in its business, warrants to the Buyer that the Goods delivered shall be:

- in accordance with the state of the art; and,

- under normal conditions of use as specified by the Supplier, able to perform the functions and to be used for the purposes for which the Goods are intended, and to be as safe as can reasonably be expected; an

- in compliance with the Documentation; and,

- regarding technical specifications not explicitly set forth in the Agreement and in the Order, in conformity with the initial samples approved by the Buyer; and,

- free of any apparent or hidden defect, and from any defect in design (to the extent designed by the Supplier), materials and workmanship. 

4.4. The term of the Supplier’s warranty shall be 2 (two) years commencing with the delivery date of the Goods to the Buyer, unless otherwise agreed by the Parties. Any costs of the Supplier in relation with its warranty obligations are included in the Price of Agreement.

4.5. Notwithstanding the foregoing, the Goods shall be subject to all warranties, express or implied, provided by the applicable Russian law.

4.6. In the event the Goods do not conform to the foregoing warranty, the Supplier shall, at the request and sole option of the Buyer, repair or replace the Goods as soon as possible, without prejudice to the Buyer’s right to terminate the Agreement in accordance with cl. 34.2 or to any potential claim for damages.

4.7. Acknowledgements of the receipt of delivered Goods, and acceptances or approvals of drawings or samples submitted are not deemed to contain a waiver regarding Buyer’s warranty claims or other rights with respect to defective Goods.

4.8. Delivery Goods shall comply with the material specifications stipulated by the Buyer as well as with DIN, VDE, MES regulations and other similar requirements.

4.9. Hazardous materials are to be accompanied by the corresponding latest version of the material safety data sheets.

4.10. Regarding its deliveries, the Supplier shall comply with a quality assurance agreement concluded with the Buyer. The Supplier is requested to support the Buyer in the compliance with the Corporate Continental Environment, Safety, Security and Health-Policy.

4.11. The Supplier shall constantly monitor the quality of the items it delivers.

4.12. In the event that the type and scope of testing, the measuring and test equipment, and the methods are not agreed upon between the Supplier and the Buyer, the Supplier may, on its request, put at the disposal of the Supplier the Buyer experience and expertise in discussions on test procedures, with a view to determining the test facilities required. In addition, the Buyer will advise the Supplier on request about applicable safety regulations.

4.13. The contracting Parties shall notify each other on feasible ways of improving quality.

4.14. Insofar as public authorities – responsible for automotive safety, exhaust-emission regulations or similar matters – need to inspect production processes or our test documentation to verify compliance with certain requirements, the Supplier express its willingness, on the Buyer’s request, to grant such authorities the same rights at their facilities and to give competent authorities all reasonable support.

4.15. Unless otherwise agreed or unless otherwise specified in these General Conditions of Purchase, a warranty including liability for any lack of conformity is subject to the provisions of the applicable law. The objection of delayed notice of defects and of unconditional acceptance is excluded. In cases of emergency or of a not immediate fulfillment of the Supplier’s warranty obligations, the Buyer is at the Supplier’s expense entitled to replace or repair defective parts and to remedy any damage. In case of replacement deliveries or repaired items the new period of warranty for the respective items is deemed to begin from the time of such delivery or repair.

4.16. Should the Buyer be held liable for infringing official safety regulations or for any other legal reasons under the law of the Russian Federation or foreign law, including German law, the Buyer are entitled, considering the principle of loyalty and good faith, to claim reimbursement of the damages we suffered from a Supplier on the basis of those provisions applied against the Buyer (liability clauses) insofar as the Supplier’s Goods or its conduct were defective and gave rise to the damage, that is unless the supplier can prove that the damage was inevitable and unforeseeable. In cases in which recourse against the Buyer is to be expected the Buyer is prepared to inform the Supplier concerned about the claims asserted against the Buyer and about the measures taken by the Buyer.

5. Place of delivery 

5.1. The Supplier shall deliver the Goods to the Site. Otherwise and for all other obligations of both Parties it is the territory of the plant for the tire production Continental Kaluga, located at 248903 Russian Federation, Kaluga region, Kaluga, Moscow district, Kozlovo village, industrial park “Rosva”, “Continental Kaluga”.

6. Price and payment procedure 

6.1. The Price compensates the Supplier for all its expenses, disbursements, costs, charges and obligations of any kind. The Price shall be deemed to take into account all circumstances and particularities of the Agreement.

6.2. The Supplier acknowledges having received all information and all other elements required for or relevant to the determination of the Price. Therefore, the Supplier shall not assert any lack of understanding or failure to arrive at a meeting of the minds as a basis for the total or partial breach of the Agreement or to claim a Price increase or any other form of compensation.

6.3. Unless otherwise agreed, prices are fixed. Unilateral price changes are not permitted.

6.4. Price is net of applicable taxes and customs duties in accordance with the applicable Russian law.

6.5. When specifying the Price in the foreign currency, the Supplier shall comply with the following settlement rules:

- Price for Goods unit without VAT in foreign currency shall have 2 (two) digits after the decimal point;

- VAT for Goods unit in foreign currency shall be calculated according to the following formula “Price of Goods unit without VAT” x “VAT” and rounded up to 2 (two) digits after the decimal point (hereinafter “VAT” is valid VAT rate);

- Price of Goods unit for the unit of the Goods with VAT in foreign currency shall be calculated according to the following formula “Price of Goods unit without VAT x (1 + “VAT”)” and rounded up to 2 (two) digits after the decimal point.

6.6. Shipping Documents shall be issued no earlier than the delivery date of the Goods and shall correspond to an Order.

6.7. When specifying the Price specified in the foreign currency in rubles in the Shipping Documents the Supplier shall comply with the following settlement rules:

- Price of Goods unit with VAT in rubbles shall be calculated according to the following formula: “Exchange rate of the foreign currency to the Ruble fixed by the Russia Federation Central Bank on the issue date of the Shipping Documents with 4 (four) digits after the decimal point segregating kopecks x Price of Goods unit with VAT in foreign currency and rounded up to 2 (two) digits after the decimal point segregating kopecks;

- the total price of the Goods with VAT in rubles per line shall be calculated according to the following formula: “Price of Goods unit with VAT in Rubble (with 2 (two) digits after the decimal point segregating kopecks) x Quantity of Goods units” and rounded up to 2 (two) digits after the decimal point segregating kopecks;

- the total VAT in rubbles shall be calculated according to the following formula: “(The total price of the Goods with VAT in rubbles (with 2 (two) digits after the decimal point decimal point segregating kopecks) per line x “VAT”)/ (1 + “VAT”)” and rounded up to 2 (two) digits after the decimal point segregating kopecks.

6.8. In case of the Goods supply within the Russian Federation the Buyer shall pay the Price in Russian rubles. If the Price in the Agreement is stated in the foreign currency the Buyer shall pay the Price in Russian rubles at the exchange rate of the Central Bank of the Russian Federation as of the date of the Shipping Documents are issued, excluding prepayment. Prepayment shall be payed at the exchange rate of the Central Bank of the Russian Federation as of the date of payment. At the same time, the Price not paid by the Buyer as of the date of shipment of the Goods is converted into rubles at the rate of the Central Bank of the Russian Federation as of the date of shipment, and previously received partial payment in rubles is not recalculated.

6.9. In case of international Goods supply the Buyer shall pay the Price in the currency indicated in the Order.

6.10. Payment term shall be 60 (sixty) days on reception of the Goods on the Territory on the invoice basis subject to provision of the originals of the Shipping Documents, unless otherwise agreed by the Parties separately.

6.11. The Price in the Shipping documents shall be specified in rubles.

6.12. If the Parties have agreed the advance payment Concerning the amount of advance payment the Supplier shall provide the Buyer with original VAT invoice for advance payment within 5 (five) days after the date of receipt of advance payment to the settlement account of the Supplier.

6.13. The total manufacturing remuneration, packaging, marking, loading, delivery and unloading costs will be integrated in the Goods Price. The Supplier is not entitled to claim from the Buyer any additional remuneration or compensation.

6.14. All bank charges in connection with making the payments shall be attributed to the Buyer. All bank charges in connection with receiving the payments shall be attributed to the Supplier.

6.15. The date of payment of the Price shall be the date on which the relevant amount is debited from the Buyer’s bank account.

6.16. Invoices have to be issued in one exemplar containing the purchase order number (in case of call-off orders the call-off number must also be listed) and the Supplier’s number.

6.17. The Buyer is entitled to accounting its liabilities against its claims to the Supplier. If requirements are enforceable in different dates, the requirements of the Buyer shall be satisfied no later than the deadline for the fulfillment of obligations of the Buyer.

6.18. The Supplier is entitled to withhold payment for supplied Goods in the case of providing the duly Shipping Documents till elimination the remarks.

6.19. The Supplier shall send to the Buyer a reconciliation report on a quarterly basis before the 10 (tenth) day of the month following the quarter of delivery. The Buyer shall review and return the signed report to the Supplier.

6.20. In case of non-fulfillment by the Supplier of the obligation to deliver the Goods, the Supplier undertakes to return the Buyer to the advance payment no later than 90 (ninety) days from the date of receipt of the advance payment, unless otherwise agreed by the Parties separately.

7. Orders 

7.1. No Order placed with a Supplier shall be considered as binding except pursuant to an Order accepted in accordance with the provisions hereinafter.

7.2. Purchase orders and agreements are binding only if they are issued or confirmed in writing by the Buyer. Delivery schedules may also be arranged via telecommunication. These General Conditions of Purchase apply to all purchase orders, even to those, which do not involve Supply agreement.

7.3. The Buyer is entitled to re-call or change its Order during 48 hours from the moment of its sending to the Supplier without any sanctions in respect of the Buyer. Weekends and holydays should not be taken into account subject to this.

7.4. The Supplier shall sign the Order and send to the Buyer the Acknowledgment of Receipt with the stamp and signature of authorized person to the Buyer by e-mail within 48 hours (weekends and holydays should not be taken into account subject to this) since the moment of sending of Buyer’s Order to the Supplier. In case the Supplier doesn’t fulfill the given requirement, such Order is considered to be accepted for execution without reservation. In case of adjustments in the Order, made by the Buyer, the period for its acceptance should start over again.

7.5. The period of implementation of the Order should start from the moment of the sending of the Order to the Supplier and should not exceed the period, indicated in the appropriate Order.

7.6. Upon occurrence of any circumstances hindering the supply of Goods by the Supplier in full compliance with the Buyer’s Order, the Supplier is bound to notify promptly the Buyer of the same in writing by e-mail. 

8. Audits 

8.1. At any time during the term of the Agreement upon 5 (five) working day notice, Buyer may perform an Audit on-site during the Supplier’s normal working hours. The Audit shall not unnecessarily interfere with the Supplier’s performance of the Agreement.

8.2. During the manufacture of ordered Goods and prior to their dispatch, the Buyer has the right to examine materials, manufacturing processes and other operations being a part in the completion of the performance. Should the examination not be permitted without important cause, the Buyer is entitled to withdraw from the Contract without the Supplier having the right to claim compensation or payment for Goods delivered up to that time. The same applies if, in the course of an inspection, defects or deviations from the contractual agreements become obvious. Instead of withdrawing the Buyer is also entitled to demand immediate performance. At any time the Buyer may further require a report on the Goods the Buyer has ordered, in particular concerning the stage of their production. In the event that the Supplier does not make use of its rights within the scope of this section, such failure cannot be held against us.

8.3. The Supplier agrees to cooperate fully with the Auditor in order to facilitate the Audit, most particularly by granting the Auditor access to any location, installation, documentation or information requested and by answering all questions of the Auditor.

8.4. As part of the Audit, the Auditor may take random samples of the Goods manufactured or being manufactured by the Supplier in order to confirm compliance with quality standards set forth in the Agreement..

8.5. The Supplier shall undertake all measures agreed by the Parties at the end of the Audit within the time limits and under the conditions so agreed. Most particularly, the Supplier undertakes to make all necessary quality improvements to the Goods in order to achieve the quality standards set forth in the Agreement, should the Audit establish that such quality standards are not met.

8.6. Expenses related to the Audit shall be reimbursed by the Supplier when the Audit is in response to a problem, including but not limited to a Goods quality or logistics problems, requiring urgent resolution in order to prevent or to settle a claim from the Customer. Such expenses shall be reimbursed by the Supplier (i) up to the costs incurred by the Auditor in accordance with its policies with respect to employee work-related expenses, and (ii) upon presentation by the Buyer of supporting documentation. Such reimbursement shall be made by wire transfer, within 20 (twenty) days following the Supplier’s receipt of the supporting documentation.

8.7. Audits shall not affect the Supplier’s liability nor the warranties given to the Buyer under the Agreement, most particularly as regards the scope of its own internal controls, and shall not be detrimental to the rights and actions of the Buyer under the Agreement, including but not limited to the right to claim damages in accordance with Art. 25, and/or to terminate all or part of the Agreement in accordance with the provisions of Art. 34.

9. Delivery terms and deadlines. Packaging 

9.1. The terms and procedure of delivery of the Goods are defined in the Order. No early delivery of the Goods shall be made without the prior written consent of the Buyer.

9.2. The agreed dates of delivery are binding, except in case of force majeure. Should the Supplier delay with its contractual delivery or Services, the Buyer is entitled to assert all legally permissible claims arising from such delay. The Buyer must be notified immediately of any delays in delivery foreseeable for the Supplier.

9.3. Save as otherwise provided in the Agreement the Supplier shall duly notify the Buyer of the delivery date and time at least 7 (seven) working days prior the delivery date.

9.4. Delivery of the Goods from the Supplier to the Site shall be the responsibility of the Supplier, unless otherwise agreed by the Supplier and the Buyer.

9.5. Unless otherwise agreed by the Parties loading of the Goods at the Supplier’s warehouse on to the transport of the Carrier shall be arranged by forces and at the expense of the Supplier within 2 (two) hours from the time of the Carrier’s transport arrival at the Supplier’s warehouse, as agreed by the Parties. Upon completion of the loading the vehicle shall be sealed by the Supplier.

9.6. The time of the Carrier’s vehicle arrival at the Supplier’s warehouse, time of the Goods loading commencement and time of the vehicle departure shall be fixed by the Supplier in the consignment note, and approved by the signature of the Supplier’s representative. Should the specified time of the Carrier’s vehicle loading be exceeded due to the reasons not connected with late arrival of vehicle, the Supplier, upon request of the Buyer, shall compensate the Buyer for the expenses related to transport demurrage, which expenses shall be confirmed by relevant documents, against a claim made by the Buyer to the Supplier with annexation of copies of the documents confirming the claim. Should the vehicle arrive more than 2 (two) hours later than the agreed arrival time, the loading at the Supplier’s warehouse shall be carried out within a working day.

9.7. The Goods delivered shall have the following accompanying Shipping Documents prepared by the Supplier in accordance with applicable Russian law:

- consignment note for the Goods or international waybill (CMR);

- universal transfer document for the Goods or the waybill for the Goods in the format form TORG-12 and VAT invoice, invoice for the Goods (only in case of the Goods supply in the territory of the Russian Federation);

- invoice and, if necessary, certificate of conformity for the Goods (only in case of international Goods supply).

9.8. All Shipping documents accompanying the Goods delivery shall have the same date of issue.

9.9. Shipping Documents and invoices are to clearly show Order number and/or call-off Order number, number of the Agreement, the Supplier’s number, the Goods number, the place of delivery and the quantity of the Goods.

9.10. The delivery date shall be the date of signature of the Shipping Documents by the Buyer.

9.11. The Supplier is responsible for packaging the Goods, which must be in a manner appropriate for the Goods and compatible with the means of transport used to ship the Goods in order to prevent all potential damage to the Goods during transportation, handling and storage at the destination site.

9.12. Packaging and labeling must be in compliance with applicable Russian law and the technical specifications set forth in the Agreement.

9.13. Each trading unit of the delivery must be marked with material number of the Buyer and the trade name of the Supplier. In the event that the Supplier fails to comply with this the Buyer reserve the right to charge the Supplier any costs arising from subsequently marking any unmarked Goods.

9.14. Hazardous materials are to be packed and marked in compliance with the applicable laws and regulations as amended from time to time; Dangerous Goods are also to be packed, marked and transported in compliance with the applicable laws and regulations of the respective countries (including transit countries) as amended from time to time. Either the dangerous goods classification or, where appropriate, the phrase “not dangerous goods” are to appear on the delivery note. 

9.15. The delivery or service is to be executed in full compliance with the statutory and official regulations in force at the time of execution and in particular with the relevant EU regulations, with laws based on EU directives, the law governing the safety standard of technical equipment and accident prevention, and other occupational safety and health directives and with the relevant laws and statutory and official regulations of the Russian Federation.

9.16. Care is to be taken that general rules on safety and industrial medicine are also adhered to. Unless otherwise agreed, the CE symbol and the respective mark of conformity with the technical regulations or interstate or state standards of the Russian Federation (GOST) must be affixed to items in a clearly visible position. The declaration of conformity, if necessary, and the hazard analysis (and respective conformity certificate or declaration of conformity) must accompany all items.

9.17. Packaging materials are to be reusable or recyclable. They are to be without CFC’s, to be chlorine-free, chemically inactive, groundwater-neutral, and nontoxic when incinerated. Packaging materials are to be marked with recognized recycling symbols such as RESY or with material symbols such as PE. The Supplier is obligated to remove its waste on its own responsibility and free of charge for the Buyer. In the event that the Supplier fails to comply with this obligation the Buyer will carry out the disposal at the Supplier’s expense without further grace period.

9.18. In case of international supply of the Goods they shall be supplied under Incoterms, latest edition, unless otherwise agreed by the Buyer and the Supplier.

10. Acceptance of the Goods in terms of quantity and quality 

10.1. Provided that all the Shipping Documents are available the Buyer shall sign the Shipping Documents and check the packaging integrity.

10.2. The Buyer is entitled to refuse to accept the Goods delivered without any of the Shipping Documents, or the Goods delivered in a damaged packaging and/or packaging non-compliant with the terms of the Agreement.

10.3. The Buyer is entitled to refuse to accept the Goods delivered after expiration of the delivery terms referred to in the Order provided that there is no fault of the Buyer for breach of these delivery terms.

10.4. If at the time of acceptance the Buyer discovers that the quantity of the Goods does not comply with the Shipping Documents or that the packaging has been damaged, the Buyer shall make a reservation in the Shipping Documents to this effect. In this case, the Buyer shall be entitled to accept and pay only for the quantity of the Goods actually delivered, and request from the Supplier urgent delivery of non-delivered part of the Goods, as established in cl. 10.5 and cl. 10.6 hereof.

10.5. Part of the Goods non-delivered under a specific Order may be delivered in the following shipment only with the Buyer’s prior written consent.

10.6. If part of the Goods is non-delivered, at the Buyer’s request the Supplier shall ensure at its own expense urgent delivery of non-delivered part of the Goods within the delivery terms requested by the Buyer. If the missing Goods cannot be delivered urgently, the Supplier shall immediately notify the Buyer in writing. In this case, the Buyer shall have the right to organize urgent delivery of the similar goods from the third party, provided that the Supplier shall compensate the Buyer under an invoice for the costs incurred, i.e. a difference in the cost of the Goods, the cost of delivering the goods from the third party and any other documented expenses. Reimbursed costs shall respond to the criterion of reasonableness.

10.7. If the Goods are delivered in an excessive quantity, the Buyer may either accept and pay for such excessive Goods or reject the acceptance of excess quantity of the Goods and notify the Supplier to this effect according to cl. 10.11 hereof. The procedure specified in cl. 10.12 – cl. 10.16 hereof shall be applied as well.

10.8. The quality and range of the packaged Goods shall be inspected within the ordinary course of operations.

10.9. The Buyer’s failure to assert a claim or reserve at the time of delivery and/or payment for the Goods shall not be considered as a final acceptance of the Goods delivered, nor as an acceptance of the amount invoiced, and shall not, under any condition, be deemed as a waiver by the Buyer of its right to assert any claim in the future.

10.10. The acceptance by the Buyer of the initial samples does not release the Supplier from liability for defect, damage or loss, and does not imply acceptance of the Goods with deviations from the specified requirements of documents agreed by the Buyer and the Supplier delivered and/or to be delivered.  Receipt by the Buyer of the Goods does not release the Supplier from liability for any hidden or concealed defect regardless of when discovered and this notwithstanding the transfer of ownership and risks.

10.12. The Supplier shall review the Claim within 8 (eight) days as of the date of its receipt from the Buyer and give a written response to the Buyer.

10.13. If the Supplier agrees with the Buyer’s complaints about the quality of the Goods set out in the Claim, within 8 (eight) days as of the date of the receipt of the Claim from the Buyer the Supplier shall, at Buyer’s sole option, without prejudice to its right to terminate the Agreement in accordance to cl. 34.2 or to claim compensatory damages, repair such Goods or remove them at its own expense and replace the Goods.

10.14. If the Supplier disagrees with the Claim, the Supplier shall at its own expense send its Authorized Representative to inspect the rejected Goods. Within 8 (eight) days as of the date of receipt by the Supplier of the Claim from the Buyer the Supplier's Authorized Representative shall arrive at the Buyer’s site to settle the differences and take an agreed decision.

10.15. If the Supplier fails to fulfill its obligations under cl. 10.12 – cl. 10.14 hereof, the Supplier shall be deemed to have agreed with the Claim and the Buyer shall be entitled to return the rejected Goods to the Supplier and pay only for the Goods actually accepted in terms of quantity, quality and range.

10.16. All the costs incurred by the Buyer in returning the excessive quantity of the Goods or the Goods failing to meet the requirements of the Agreement, including but not limited to the cost of expert review, transportation, storage of the Goods, shall be reimbursed by the Supplier in full. The Buyer shall document the above costs and provide the Supplier with all the supporting documents. Such reimbursement shall be made by wire transfer, within 20 (twenty) calendar days following the Supplier receipt of the supporting documentation.

11. Transfer of title and risk 

11.1. Transfer of title to the Goods occurs at the date of delivery of the Goods to the Buyer. The transfer of risks of the Goods occurs (i) in accordance with the Incoterms referenced in cl. 9.18; or, (ii) in accordance with any other term referenced in the Agreement to such effect; or, (iii) in the event where cl. 9.18 is not applicable and nothing is provided in the Agreement at the time and date of delivery of the Goods to the Buyer.

11.2. The Supplier agrees to conspicuously mark and to segregate, in the name and on behalf of the Buyer, the Goods as it is manufactured.  The Goods shall not be commingled with the Supplier’s own inventory or other goods to be delivered to other buyers.

12. Samples, prototypes, tools 

12.1. The Supplier acknowledges that the Buyer is the owner of all samples, models, prototypes, gauges and tools produced by the Supplier for the performance of the Agreement. Transfer of risk of their loss shall be in accordance with the terms of Art. 11 and the transfer of ownership occur progressively as such samples, models, prototypes, gauges and tools are produced.

12.2. Should the Buyer furnish to the Supplier, for the performance of the Agreement, tools or equipment belonging to or held by the Buyer, the Supplier agrees to comply with the provisions of the agreement governing the furnishing of the tools which shall be entered into between the Parties before delivery of such tools and/or equipment to the Supplier.

13. Transition of supply 

13.1. Upon termination or expiration of all or any part of the Agreement for any reason whatsoever, the Supplier agrees to do all things and to take all measures reasonably necessary or useful to assure that the Buyer or any third party designated by the Buyer, can continue, after termination of the Agreement, to be supplied with the Goods without disruption.

13.2. The Supplier shall, throughout the term of the Agreement, take all necessary steps to assure the Buyer’s ability to effect a transition in source of supply in accordance with the terms of cl.13.1.

14. Spare parts 

14.1. The Supplier agrees to manufacture spare parts for the Goods according to the terms of the Agreement and according to the after-sale needs conveyed to the Supplier by the Buyer. Without limiting the foregoing, the Supplier shall supply the Buyer with spare parts, at any time, on request of the Buyer and throughout the term of the Agreement and for the additional period during which the Customer is likely to order spare parts from the Buyer.

14.2. The Supplier agrees to maintain in good condition all tools and equipment necessary to produce spare parts, and all corresponding drawings, designs and manufacturing processes until the end of the period of time mentioned in cl.14.1.

III. Rendering Services 

15. Subject of the Service agreement 

15.1. The Contractor shall render to the Client the Services fully specified in the Agreement. The Client shall accept and pay for the Services in accordance with terms and conditions defined in the Agreement.

15.2. Together with the Services the Contractor shall deliver to the Client all related documents (if applicable and necessary).

16. Obligations of the Parties 

16.1. The Contractor is obliged to:

16.1.1 timely perform the Services for the Client as per the terms of the Agreement at the time (hours), indicated in the appropriate Order;

16.1.2 issue an invoice to the Client for payment for the Services;

16.1.3 in case of producing any wastes or garbage in the course of execution of the Services remove them from the Client’s site in a timely manner at its own expense. The owner of the waste and garbage, generated in the course of executing Services, is the Contractor. In the case of formation of waste and garbage in the process of executing Services, the Contractor is obliged to carry out at its own expense account the resulting  waste and garbage, clearance required regulatory documentation, calculation and payment of environmental charges, enters into agreements for the removal and placement of waste and garbage in specialized organizations;

16.1.4 ensure that the Contractor’s employees observe the internal rules of the presence on the Site including sanitary, fire safety and environmental regulations; 

16.1.5 immediately substitute its employees turned out to be incompetent or unable to render Services by the due employees under the written request of the Client or by its own initiative.  

16.1.6 be responsible for its employees’ health and life protection when it is on the Site as well as provide its employees with all necessary (meals, hygiene, medical treatment etc.) and observe the labor and migration legislation in relation to the Contractor’s employees; 

16.1.7 guarantee to the Client, that subject to the personnel all necessary documentation, including, but not limited, permit for foreign labor recruitment and work permits for employees were received, as well as the document, justified the registration according to their place of sojourn. In case if the Client will be imposed an administrative or other responsibility, related to the violation of the migration legislation subject to the personnel, the Services Provider shall compensate to the Client all paid amounts of the fines, as like as other mandatory payments due to decisions of the law-enforcement authorities, by first Client’s request;

16.1.8 ensure appropriate, secure and corresponding to the Labor Code of the Russian Federation conditions for the performing of work functions and executing of the orders on the Site; control for the performing of such orders and provide the time, which is necessary for the executing of such orders;

16.1.9 acquaint, together with the Client, in written, before start of the work, and hereinafter ensure the control, in the order stipulated by the law, for the observance of all requirement of occupational safety and health, including but not limited:

- safety of the employees during equipment operating and performing of the production processes;

- applying of the individual and collective security facilities;

- work conditions in accordance of the safety requirements and  industrial safety on each working place;

- training for safe methods and  techniques of works performance;

- acquaintance of employees with the requirements of safety engineering and job safety;

- first aid rules for  person aggrieved in emergencies;

- breakdown elimination plan on the Site.

Took place accidents with employees should be investigated and took into account by the Client, with involving of the representative of the Contractor to the committee;

16.1.10 acquaint its employees with local normative legal acts, acting at the Client in case if such acts touch upon the issues for organization of Services, job safety, fire safety or other requirements, necessary for the safe and qualitative Services rendering; carry out the induction training for its employees and require their employees to proceed with primary training at the Client;

16.1.11 control the safekeeping of inventory quantities of the Client. In case of discovering of the fact of stealing of Client’s property, harm by the employees of the Contractor, the Contractor should notify the Client’s security service about mentioned above facts and assist in the investigation of each case;

16.1.12 in the event the Contractor, as a result of the Services rendering, causes any damage to the building or other property of the Client; the Contractor shall reimburse the Client the losses in full. All the damage shall be fixed by the Client in writing in the appropriate act;

16.1.13 fulfill any other responsibilities under the Agreement.

16.2. The Client is obliged to:

16.2.1 ensure acceptance of the per-formed Services in accordance with terms and conditions stated in the Agreement;

16.2.2 timely pay for the Services on the terms of the Agreement;

16.2.3 fulfill any other responsibilities under the Agreement.

17. Quality of the Services and Services warranty 

17.1. The quality of the Services shall comply with the mandatory quality and safety standards applicable to Services under the Russian law as well as the standards defined in the Agreement and in the relevant Order and in the Contractor’s and/or the Client’s documentation reviewed and agreed by both Parties in writing.

17.2. The Contractor, as an expert in its business, warrants to the Client that the Services performed shall be:

- in accordance with the state of the art; and,

- in compliance with the Documentation.

17.3. The term of the Contractor’s warranty shall be 2 (two) years commencing with the date of acceptance of the results of the Services, unless otherwise agreed by the Parties. Any costs of the Contractor in relation with its warranty obligations are included in the Price of Agreement.

17.4. Notwithstanding the foregoing, the results of the Services shall be subject to all warranties, express or implied, provided by the applicable Russian law.

17.5. In the event the results of the Services do not conform to the foregoing warranty, the Contractor shall, at the request and sole option of the Client, repair the results of the Services as soon as possible, without prejudice to the Client’s right to terminate the Agreement in accordance with cl. 34.2 or to any potential claim for damages.

17.6. Acknowledgements of the receipt of the results of Services, and acceptances or approvals of drawings or samples submitted to us are not deemed to contain a waiver regarding our warranty claims or other rights with respect to defective Services.

18. Price and payment terms 

18.1. The Price compensates the Contractor for all its expenses, disbursements, costs, charges and obligations of any kind. The Price shall be deemed to take into account all circumstances and particularities of the Agreement.

18.2. The Contractor acknowledges having received all information and all other elements required for or relevant to the determination of the Price. Therefore, the Contractor shall not assert any lack of understanding or failure to arrive at a meeting of the minds as a basis for the total or partial breach of the Agreement or to claim a Price increase or any other form of compensation.

18.3. Unless otherwise agreed, prices are fixed. Unilateral Price changes are not permitted.

18.4. The Price is firm and final, without provision for indexation or sliding scale. No Price increase shall become effective without the prior written consent of the Client.

18.5. Price is net of applicable taxes and duties in accordance with the applicable Russian law.

18.6. When specifying the Price in the foreign currency the Contractor shall comply with the following settlement rules:

- Price for Services unit without VAT in foreign currency shall have 2 (two) digits after the decimal point;

- VAT for Services unit in foreign currency shall be calculated according to the following formula “Price of Services unit without VAT” x “VAT” and rounded up to 2 (two) digits after the decimal point (hereinafter “VAT” is valid VAT rate);

- Price of Services unit for the unit of the Goods with VAT in foreign currency shall be calculated according to the following formula “Price of Services unit without VAT x (1 + “VAT”)” and rounded up to 2 (two) digits after the decimal point. 

18.7. Each invoice shall be issued no earlier than the delivery date of the rendering Services and shall correspond to an Order. The invoice shall include all information necessary for identification and verification of the results of the Services and shall be sent in 2 (two) copies to the billing address set forth on the Order. Any incomplete invoice will be returned unpaid to the Contractor.

18.8. When specifying the price of the Services specified in the foreign currency in rubles in the primary accounting documents the Contractor shall comply with the following settlement rules:

- Price of Services unit with VAT in rubbles shall be calculated according to the following formula: “Exchange rate of the foreign currency to the Ruble fixed by the Russia Federation Central Bank on the issue date of the act of Services rendered with 4 (four) digits after the decimal point segregating kopecks x Price of Services unit with VAT in foreign currency and rounded up to 2 (two) digits after the decimal point segregating kopecks;

- the total price of the Services with VAT in rubles per line shall be calculated according to the following formula: “Price of Services unit with VAT in Rubble (with 2 (two) digits after the decimal point segregating kopecks) x Quantity of Services units” and rounded up to 2 (two) digits after the decimal point segregating kopecks;

- the total VAT in rubbles shall be calculated according to the following formula: “(The total price of the Services with VAT in rubbles (with 4 (four) digits after the decimal point decimal point segregating kopecks) per line x “VAT”)/ (1 + “VAT”)” and rounded up to 2 (two) digits after the decimal point segregating kopecks.

18.9. In case of the Services rendering within the Russian Federation the Client shall pay the Price in Russian rubles. If the Price in the Agreement is stated in the currency other than Russian rubles the Client shall pay the Price in Russian rubles at the exchange rate of the Central Bank of the Russian Federation as of the date of the act of the Services rendered or universal transfer document for the Services is issued, excluding prepayment. Prepayment shall be payed at the exchange rate of the Central Bank of the Russian Federation as of the date of payment. At the same time, the Price not paid by the Client as of the date of rendering of the Services is converted into rubles at the rate of the Central Bank of the Russian Federation as of the date of rendering, and previously received partial payment in rubles is not recalculated.

18.10. In case of the Services rendering outside the Russian Federation the Client shall pay the Price in the currency indicated in the Order.

18.11. Payment term shall be 60 (sixty) days after the signing the act of the Services rendered or universal transfer document for the Services by the Parties on the basis of the Contractor’s invoice, subject to the providing of original VAT invoice (if applicable), unless otherwise agreed by the Parties separately.

18.12. If the Parties have agreed the advance payment concerning the amount of advance payment the Contractor shall provide the Client with original VAT invoice for advance payment within 5 (five) days after the date of receipt of advance payment to the settlement account of the Contractor.

18.13. The total costs of the Contractor will be integrated in the Services Price. The Contractor is not entitled to claim from the Client any additional remuneration or compensation. The Contractor shall be provided with the electricity, gas, compressed air, lightning, heating, drinking and industrial water, sewerage related to the rendering the Services by the Client, taking into account the corresponding expenses by the payment for the reporting period, or directly by itself at its own expense.

18.14. All bank charges in connection with making the payments shall be attributed to the Client. All bank charges in connection with receiving the payments shall be attributed to the Contractor.

18.15. The date of payment of the Price shall be the date on which the relevant amount is debited from the Buyer’s bank account.

18.16. Invoices have to be issued in duplicate containing the Order number (in case of call-off Orders the call-off number must also be listed) and the Contractor’s number. 

18.17. The Client is entitled to accounting its liabilities against its claims to the Contractor. If requirements are enforceable in different dates, the requirements of the Client shall be satisfied no later than the deadline for the fulfillment of obligations of the Client.

18.18. The Client is entitled to withhold payment for performed Services in the case of providing the duly primary accounting documents till elimination the remarks.

18.19. The Contractor shall send to the Client a reconciliation report on a quarterly basis before the 10 (tenth) day of the month following the quarter of Services rendering. The Client shall review and return the signed report to the Contractor.

18.20. In case of non-fulfillment by the Contractor of the obligation to perform Services, the Contractor undertakes to return the Client to the advance payment no later than 90 (ninety) days from the date of receipt of the advance payment, unless otherwise agreed by the Parties separately.

19. Orders 

19.1. No Order placed with a Contractor shall be considered as binding except pursuant to an Order accepted in accordance with the provisions hereinafter.

19.2. Services rendered without an Order do not put us under any obligation, and no payment will be made even if Services are rendered on request of employees of the Client.

19.3. The Client is entitled to re-call or change its Order during 48 hours from the moment of its sending to the Contractor without any sanctions in respect of the Client. Weekends and holydays should not be taken into account subject to this.

19.4. The Contractor shall sign the Order and send to the Client the Acknowledgment of Receipt with the stamp and signature of authorized person to the Client by e-mail within 48 hours (weekends and holydays should not be taken into account subject to this) since the moment of sending of Client’s Order to the Contractor. In case the Contractor doesn’t fulfill the given requirement, such Order is considered to be accepted for execution without reservation. In case of adjustments in the Order, made by the Client, the period for its acceptance should start over again.

19.5. The period of implementation of the Order should start from the moment of the sending of the Order to the Contractor and should not exceed the period, indicated in the appropriate Order.

19.6. Upon occurrence of any circumstances hindering the Services rendering by the Contractor in full compliance with the Client’s Order, the Contractor is bound to notify promptly the Client of the same in writing by e-mail.

20. Audits 

20.1. At any time during the term of the Agreement upon 5 (five) working days prior notice, Client may perform an Audit on-site during the Contractor’s normal working hours. The Audit shall not unnecessarily interfere with the Contractor’s performance of the Agreement.

20.2. The Contractor agrees to cooperate fully with the Auditor in order to facilitate the Audit, most particularly by granting the Auditor access to any location, installation, documentation or information requested and by answering all questions of the Auditor.

20.3. The Contractor shall undertake all measures agreed by the Parties at the end of the Audit within the time limits and under the conditions so agreed.  Most particularly, the Contractor undertakes to make all necessary quality improvements to the Services in order to achieve the quality standards set forth in the Agreement, should the Audit establish that such quality standards are not met.

20.4. Expenses related to the Audit shall be reimbursed by the Contractor when the Audit is in response to a problem, including but not limited to the problems, requiring urgent resolution in order to prevent or to settle a claim from the Client. Such expenses shall be reimbursed by the Contractor (i) up to the costs incurred by the Auditor in accordance with its policies with respect to employee work-related expenses, and (ii) upon presentation by the Client of supporting documentation. Such reimbursement shall be made by wire transfer, within 20 (twenty) days following the Contractor’s receipt of the supporting documentation. Reimbursed costs shall respond to the criterion of reasonableness.

20.5. Audits shall not affect the Contractor’s liability nor the warranties given to the Client under the Agreement, most particularly as regards the scope of its own internal controls, and shall not be detrimental to the rights and actions of the Client under the Agreement, including but not limited to the right to claim damages in accordance with Art. 25, and/or to terminate all or part of the Agreement in accordance with the provisions of Art. 34.

21. Deadlines

21.1. The terms and procedure of performance of the Services are defined in the Order and in the Agreement. No early performance of the Services shall be made without the prior written consent of the Client.

22. Acceptance of the Services 

22.1. The Client is entitled to refuse to accept the Services performed after expiration of the deadlines referred to in the Order and/or in the Agreement, provided that there is no fault of the Client for breach of these deadlines.

22.2. Services shall be accepted by the Client only upon completion of performance which shall occur either (i) upon the date provided in the Agreement, if Services are satisfactory without any noncompliance or (ii) upon the date on which all noncompliance are remedied by the Contractor within the time limits agreed by the Contractor and the Client. Acceptance of Services shall be by the Client’s execution and delivery of a corresponding act of Services rendered.

22.3. The Client shall do its best to inform the Contractor of any noncompliance of the Services with the Agreement, the Order and other documentation agreed by the Parties as soon as possible from the time at which such noncompliance should be detectable in the ordinary course of operations.

22.4. The Client’s failure to assert a claim or reserve at the time of acceptance and/or payment for the Services shall not be considered as a final acceptance of the Services performed, nor as an acceptance of the amount invoiced, and shall not, under any condition, be deemed as a waiver by the Client of its right to assert any claim in the future.

22.5. If performed Services fail to meet the requirements of Art. 17 hereof, the Client shall draw up a Claim and shall as soon as possible notify the Contractor in writing.

22.6. The Contractor shall review the Claim within 8 (eight) days as of the date of its receipt from the Client and give a written response to the Client.

22.7. If the Contractor agrees with the Client’s complaints about the quality of the Services set out in the Claim, within the time limits agreed by the Parties the Contractor shall remedy the defects of the performed Services at its own expense.

22.8. If the Contractor disagrees with the Claim, within 8 (eight) days as of the date of receipt by the Contractor of the Claim from the Client the Contractor shall at its own expense send its Authorized Representative to settle the differences and take an agreed decision.

22.9. If the Contractor fails to fulfill its obligations under cl. 22.6 – cl. 22.8 hereof, the Contractor shall be deemed to have agreed with the Claim and the Client shall be entitled ,at its sole option, without prejudice to its right to terminate the Agreement in accordance to cl. 34.2 or to claim compensatory damages, to request that the rejected Services shall be, either:

- performed again immediately by and at the sole expense of the Contractor, who shall have no right to raise any objection; or

- performed by a third party designated by the Client, at the sole expense of the Contractor who shall have no right to raise any objection; or

- refunded promptly upon demand of the Client. 

IV. General provisions 

23. Authorized Representatives of the Parties 

23.1. Each Party shall appoint its Authorized Representatives to co-ordinate fulfillment by the Parties of their respective obligations hereunder and shall notify the other Party about such Authorized Representatives.

23.2. At written request of each other the Parties shall organize meetings of their Authorized Representatives for the purpose of examining matters relating to performance of the Agreement.

24. Personnel of the Supplier (Contractor)/ Laws and regulations 

In relation to the performance of the Agreement the Supplier (Contractor) shall:

24.1. Comply with regulations and safety, health and environmental regulations in force at the Site during the Services to be performed by the Supplier at the Site under the Agreement according to the internal regulations of the Client (Contractor’s management, located in the Internet at http://www.continental.ru/car/company/kaluga-plant/purchase/regulatory-documents/contactors-managment-purchase-en, Hazardous works management, located in the Internet at h http://www.continental.ru/car/company/kaluga-plant/purchase/regulatory-documents/hazardous-works-purchase-en, Environmental Requirements for Design and Construction of Building Projects (in Russian language only), located in the Internet at  http://www.continental.ru/car/company/kaluga-plant/purchase/regulatory-documents/enviromental-requirements-ru) during the duration of the Agreement.

24.2. Comply with the applicable migration legislation of the Russian Federation.

24.3. Comply with the provisions of the United Nations Treaty of November 20th, 1989 regarding children’s rights prohibiting child labour.

24.4. Not use, in any form whatsoever, forced or compulsory labour as defined in Article 1 of the International Labour Organization treaty of June 25, 1957 on the elimination of forced labour.

24.5. Be responsible for the supervision, management and remuneration of all employees working under its supervision for the performance of the Agreement, employ, for the performance of the Agreement, only duly trained and qualified personnel.

24.6. Comply with all and every provision of the Continental Supplier Code of Conduct, located in the Internet at http://www.continental.ru/car/company/kaluga-plant/purchase/regulatory-documents/supplier-code-en.

24.7. Comply with all and every provision of General Conditions of Purchase for Continental Aktiengesellschaft and for ContiTech AG and their affiliated companies, located in the Internet at http://www.continental.ru/car/company/kaluga-plant/purchase/regulatory-documents/general-conditions-ag-en in part not contrary to the present General Conditions of Purchase and the current legislation of the Russian Federation.

24.8. The Supplier (Contractor) is aware of UN Resolutions No. 1267/1999, 1333/2000, 1373/2001, 1390/2002 and 1455/2003 and of EU Council Regulation (EC) No. 2580/2001 and No. 881/2002, in each case as amended from time to time, regarding restrictive measures against certain persons suspected of terrorist activities (the “Anti-terrorism Regulations”). The Supplier (Contractor) affirms that it is not connected to, or involved in any direct or indirect activities of any kind whatsoever with, any natural person, company, group and/or entity listed in any Anti-terrorism Regulations. The Supplier (Contractor) undertakes, and to cause all its subcontractors, to comply with all Anti-terrorism Regulations.

24.9. Without limiting the generality of the foregoing, the Supplier (Contractor) undertakes not to use as subcontractor any natural person, company, group and/or entities listed in any Anti-terrorism Regulation if it knows or could have known that such subcontractor might use any such natural person, company, group and/or entity as its subcontractor.

24.10. The Supplier (Contractor) hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of the Buyer (Client) or any other party in a manner contrary to applicable laws and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption.

24.11. Nothing in this General Conditions of Purchase shall render the Buyer (Client) liable to reimburse the Supplier (Contractor) for any such consideration given or promised.

24.12. The Contractor’s violation of any of the obligations above may be considered by the Buyer (Client) to be a material breach of this Agreement and shall entitle the Buyer (Client) to unilaterally terminate this Agreement with immediate effect and without prejudice to any further rights or remedies available to the Buyer (Client) under the Agreement or applicable law. The Supplier (Contractor) shall indemnify the Buyer (Client) for all liabilities, damages, costs or expenses incurred as a result of or in connection with any such violation of the above mentioned obligations and termination of this Agreement. 

25. Liability and penalties 

25.1. The Supplier (Contractor) shall be liable for any damage to the Buyer (Client), direct or indirect, physical, material or immaterial, consequential or not, caused by itself and/or any of its Subcontractors as well as for any third-party losses (including losses incurred by the Client) with respect to the Goods/Services and/or the performance of the Agreement. The Supplier (Contractor) shall indemnify the Buyer (Client) in full for any and all consequences arising out of such damage or loss (including real damages and lost profit).

25.2. The Supplier (Contractor), as an expert in its business, shall have full responsibility for its technical decisions, regardless of the level of assistance provided by the Buyer (Client) in the performance of the Agreement.

25.3. The Supplier (Contractor) shall be fully liable for any and all consequences arising from a breach of the provisions of Art. 24 above and shall indemnify and hold the Buyer (Client) harmless against and from any claims, costs and damages (including attorneys’ fees) resulting from any breach of such provisions.

25.4. The Supplier shall pay, for any delay in the delivery of the Goods, a late delivery penalty equal to 0.3 % of the total amount of the Order concerned per day of delay, beginning with the delivery date specified in the Order.

25.5. The Contractor shall pay, for any delay in the performance of the Services, a late delivery penalty equal to 0.3 % (three-tenths of one percent) of the total amount of the Price per day of delay, beginning with the performance deadline specified in the Order and/or in the Agreement.

25.6. The penalties shall not relieve the Supplier (Contractor) from its obligation to compensate in full for all the damages and shall not affect the Buyer's (Client’s) right to terminate all or part of the Agreement in accordance with the provisions of cl. 34.2.

26. Force majeure 

26.1. The Parties shall not be liable for the non-fulfillment, in full or in part, of their respective obligations under the Agreement, if it results from unexpected and unavoidable force majeure events or circumstances appeared after the signing of the Agreement as the consequences of circumstances beyond the Parties’ reasonable control and confirmed by the authorized agency. For the purpose of the Agreement the Parties agreed to consider the following circumstances as  Force majeure:

(i) earthquake, flood, fire, tornado, natural disaster and other similar acts of God; 

(ii) the introduction of martial law, the state of emergency or mobilization at particular or the whole Site, acts of civil disobedience, war, whether declared or not, military operations, epidemics, strikes not limited to the personnel of the Party, rebellion, embargo or blockade;

(iii) amendments to the Russian legislation in force; 

(iv) other unforeseen circumstances appeared within the term of the Agreement and making the fulfillment of the Agreement by the Parties impossible. 

26.2. All the events listed in cl. 26.1 hereof may be regarded as Force majeure only if they actually prevent a Party from performing its obligations under the Agreement.

26.3. The following circumstances shall not be considered as Force majeure and, therefore, shall not relieve the Parties from liability, namely: strikes limited to the Supplier’s (Contractor’s) personnel or strikes of its Subcontractors’; lack of a license or permit required under applicable Russian law; breach by a Party’s counterparties of their obligations; lack of necessary goods on a market; lack of sufficient cash assets, except where such circumstances result from any Force majeure.

26.4. The Party experiencing Force Majeure shall promptly so inform the other Party and shall furnish to the other Party proof of the specific event or occurrence beyond its control that interferes with its performance under the Agreement.  The unaffected Party reserves the right to verify the existence of such Force Majeure.

26.5. Force Majeure will excuse the affected Party from the performance of its contractual obligations only to the extent it is prevented from carrying them out. The affected Party shall use its best efforts to limit the impact of the Force Majeure. Unless terminated further to cl. 26.8, performance of the Agreement shall be resumed as soon as the Force Majeure has come to an end.

26.6. During any delay or failure of the Supplier (Contractor) to perform due to Force Majeure, the Buyer (Client) shall have the right to take all necessary measures to assure continued receipt of the Goods (performance of the Services), including but not limited to, manufacturing such Goods (performing such Services) itself or purchasing the Goods (ordering Services) from another source.

26.7. Each Party shall bear its own expenses resulting from the Force Majeure event.

26.8. If the performance of the Agreement is suspended by reason of an event of Force Majeure and such suspension continues for more than 1 (one) month, the Party unaffected by the event of Force Majeure may terminate the Agreement, without liability to the affected Party or payment of any compensation, upon written notice to the other Party with proof of receipt. Such termination shall take effect immediately upon receipt of the notice of termination.

27. Amendments to the specifications of the Goods (Services)

27.1. The Buyer (Client) shall be entitled at any time to submit to the Supplier (Contractor) a request to amend or supplement the specifications of the Goods (Services). In such case the Supplier (Contractor) shall immediately send to the Buyer (Client) a technical and financial proposal accompanied by appropriate supporting documentation indicating the effect of the Buyer’s or Client’s request in terms of quality and cost of the Goods (Services) and the performance deadlines.

27.2. If the proposal made by the Supplier (Contractor) is accepted by the Buyer (Client), the amendments shall be implemented to the specifications of the Goods (Services) by the Supplier (Contractor) in accordance with the terms agreed between the Parties. With respect to these amendments, the Price and/or deadlines of supplies of the Goods or performance of the Services can be revised accordingly.

27.3. Should the Parties be unable to reach agreement on all relevant revisions before the date set for the implementation of the amendments, the Buyer (Client) expressly reserves the right to either:

(i) have the amendments implemented by the third party, in which case the Supplier (Contractor) agrees to provide the Buyer (Client) with all the Documentation needed in order to implement such amendments; or

(ii) terminate all or part of the Agreement in accordance with the provisions of cl. 34.1 hereof.

28. Information, advice, warnings

28.1. As a specialist in its business the Supplier (Contractor) must provide the Buyer (Client) with all information, advice and warnings necessary or useful for the execution of the Agreement. Most particularly, the Supplier (Contractor) shall:

(i) provide the Supplier (Client) with any information and advice relating to the Services or necessary to the proper storage and use of the Goods; and,

(ii) verify that the Goods’ or Services’ specifications are sufficient and pertinent, and inform the Buyer (Client) of any non-conformity of such specifications to the applicable Russian law; and,

(iii) inform the Buyer (Client) of any risk of quality shortfall or other deficiency in the Goods (Services) of which the Buyer (Client) should be aware, particularly if such deficiency could endanger the safety of property or persons; and,

(iv) suggest to the Buyer (Client) any action likely to improve quality and cost of the Goods (Services).

29. Permits, licenses, approvals, quality accreditations 

29.1. The Supplier (Contractor) hereby warrants that it holds all necessary permits, licenses and/or approvals as required by the applicable Russian law and quality accreditations requested by the Buyer (Client) to fulfill its obligations hereunder and shall take all necessary steps to maintain these permits, licenses approvals and/or quality accreditations during the validity of the Agreement.

29.2. The Supplier (Contractor) shall inform the Buyer (Client) as soon as possible of any potential or actual change in its permits, licenses, and quality accreditations and/or approvals status and of the steps taken to maintain these permits, licenses, quality accreditations and/or approvals.

29.3. In the event of the failure of the Supplier (Contractor) to comply with its obligations as described in cl. 29.1 and cl. 29.2, the Buyer (Client) reserves the right to suspend performance of or to terminate the Agreement in accordance with the provisions of cl. 34.2.

30. Duration 

30.1. The Agreement shall remain valid during the whole duration specified therein.

30.2. The expiry of the Agreement shall not relieve the Parties from liability for breaching this Agreement.

30.3. The Parties acknowledge and agree that the terms and conditions of these General Conditions of Purchase are applicable to any and all of the agreement(s) that had been entered into between them before the execution date of these General Conditions of Purchase, or that may be entered into in the future, and will remain in full force and effect for the whole validity period of those agreement(s), or until earlier terminated by the Parties.

30.4. The Supplier (Contractor) unconditionally accepts these General Conditions of Purchase at the time of signing the Agreement.

31. Notices 

31.1. Any notice to be made hereunder shall be in writing and signed by the Authorized Representative of the sending Party. That notice may be delivered in person, sent by registered mail with return receipt requested or by facsimile at the address referred in the Agreement.

31.2. The Parties may separately agree in writing that certain types of notices will be sent by the Parties to each other by electronic mail.

32. Confidentiality 

32.1. The Parties acknowledge that, as part of the performance of the Agreement, they will have access to confidential information of the other and therefore agree to comply with the terms of the non-disclosure agreement.

32.2. If a non-disclosure agreement has already been entered into between the Parties with respect to the purpose of the Agreement, the Parties agree to apply such agreement to information exchanged as part of the Agreement.

32.3. Orders and all commercial and technical details in this context are to be kept secret by the Supplier (Contractor). The Supplier (Contractor) may refer to its business relationship with us only after we have given the Buyer’s (Client’s) consent to this in writing.

33. Jurisdiction, applicable law and dispute resolution 

33.1. The Agreement shall be subject to and interpreted in accordance with applicable Russian law.

33.2. All disputes, differences and claims arising out of or in connection with the Agreement, including those relating to the execution, amending, performance, breaching, termination and validity of this Agreement, shall be settled by the Parties by negotiation. Should the Parties fail to reach agreement by negotiation within 30 (thirty) calendar days, a dispute shall be settled by the Arbitration court of the Kaluga region.

34. Termination of the Agreement 

34.1. The Buyer (Client) shall have the right to terminate the Agreement by no less than 30 (thirty) days prior notice in writing to the Supplier (Contractor) and without:

• any particular proceeding including but not limited to legal proceeding; and,

• any liability to the Supplier (Contractor); and,

• any compensation for such a termination to be paid to the Supplier (Contractor).

34.2. Without prejudice to any compensation that the Buyer (Client) may claim, the Buyer (Client) shall have the right to terminate all or any part of the Agreement, by written notice of termination addressed to the Supplier (Contractor), in the event of total or partial failure of the Supplier (Contractor) to perform any of its obligations under the Agreement, which has not been remedied by the Supplier (Contractor) prior to the expiry of a 15 (fifteen) days period starting from the receipt by the Supplier (Contractor) of a written notice requesting the Supplier (Contractor) to remedy to such total or partial failure.

34.3. The Buyer (Client) reserves the right to terminate the Agreement at any time and without any liability to the Supplier (Contractor) in the following cases:

(i) in case of a change of control of the Supplier (Contractor) or the sale by the Supplier (Contractor) of a material part of its assets used to perform the Agreement. Any such termination shall be effective upon receipt of notice by the Supplier (Contractor);

(ii) in case of the Supplier (Contractor) is declared bankrupt or insolvent, is dissolved or forfeits admissions required for Works execution, or an action is taken or an event occurs which (under applicable legislation) has similar consequences;

(iii) in case of the Supplier (Contractor) have assigned the Contract or have entered into sub-contract agreement for performance of all or part of Services without consent of the Customer.

Any such termination shall be effective upon receipt of notice by the Supplier (Contractor). 

35. Effects of termination or expiration of the Agreement 

35.1. After termination or expiration of the Agreement for any reason, those terms of the Agreement which by their nature are to survive termination shall remain in full force and effect.

35.2. Upon termination of the Agreement for any reason, the Supplier (Contractor) shall immediately upon demand by the Buyer (Client) deliver to the Buyer (Client) all inventories of raw materials and parts, work-in-process and/or finished Goods and/or any related equipment used in the performance of the Agreement and which are in its possession at the effective date of termination. In no event will the Buyer (Client) have any liability to the Supplier’s (Contractor's) subcontractors for lost profits, engineering or equipment costs, unabsorbed overhead or any other damages.

36. Intellectual property rights 

36.1. The Supplier (Contractor) undertakes exclusively, irrevocably and unconditionally to assign to the Buyer (Client) (and to obtain any authorizations from third parties required for that purpose) all exclusive rights relating to the Results.

36.2. The exclusive rights mentioned in clause 36.1 hereof shall be assigned to the Buyer (Client) for their duration and for the maximum territory under applicable law, without scope or purpose limitations.

36.3. The exclusive rights assigned to the Buyer (Client) shall include:

(i) right of full or partial reproduction of the Results in any media existing or created in future, and in particular, on paper, audio and video, electronic, digital media, or in electronic network for any purposes and activities, including information or commercial purposes;

(ii) right of full or partial translation of the Results into any language for any purposes or activities, including information or commercial purposes;

(iii) right of full or partial modification of the Results in a graphical form or as a three-dimensional model, in particular, in electronic networks, for any purposes and activities, including information or commercial purposes;

(iv) right of full or partial disclosure of the Results by any existing or future means of communication, in particular, on paper, audio and video, electronic or digital media, or in electronic network for any purposes and activities, including information or commercial purposes. 

36.4. The Parties acknowledge that the Price includes the Supplier’s (Contractor’s) remuneration of such assignment. The Parties have agreed that the Buyer (Client) shall have the right at its discretion to use directly or indirectly by itself or to allow use to third parties of all the Results.

36.5. The Supplier (Contractor) undertakes to ensure and hereby warrants that it is a legal owner of all the exclusive rights relating to the Results. If an invention, utility model or industrial design has been created in the course of performance of the Agreement, although the Agreement did not directly require the creation thereof the right to obtain a patent and the exclusive right to the invention, utility model or industrial design shall belong to the Supplier (Contractor).

36.6. If the Results require use of already existing and protected intellectual property items (including patents and other intellectual rights) belonging to the Supplier (Contractor) or to a third party, the Supplier (Contractor) hereby represents and warrants to the Buyer (Client) that the Supplier (Contractor) has duly obtained and formalized all rights for use of such intellectual property items by way of entering into license agreement or otherwise, and use of such intellectual property items, in particular, by the Buyer (Client) does not infringe the rights of any third parties. The Supplier (Contractor) shall not be entitled to claim from the Buyer (Client) any additional payment (royalties etc.) for use of the abovementioned intellectual property items which is already included in its remuneration.

36.7. The Supplier (Contractor) indemnifies and holds the Buyer (Client) harmless against and from any claim, challenge or action brought by a third party (not choose by the Buyer (Client) against the Buyer (Client), in any place whatsoever, based on infringement, unfair competition or similar claim related to the use by the Supplier (Contractor) of the claimant’s intellectual property rights for the performance of the Agreement or for the use of the Results by the Buyer (Client).

37. Primary accounting documents requirements

37.1. The primary accounting documents, shall be compliant with Article 9 of the Federal Law No. 402 dated December 6, 2011 “On Accounting”, the internal document flow requirements of the Buyer (Client), and contain, in particular, the following information:

- name of the document in accordance with the subject matter of the Agreement;

- the number and date of the document;

- number, name and date of the Agreement;

- name of the Parties of the Agreement;

- name of the Buyer (Client) and the Supplier (Contractor) with their form of incorporation, registered office, TIN and RRC;

- order number (PO);

- name of the goods, a detailed description of the service rendered (work performed) and the period of their supply, rendering (performance);

- price, currency, quantity and amount without VAT, VAT and total amount with VAT;

- the title of the Parties’ persons, responsible for the business transaction and the correctness of its execution;

- signatures of the specified above persons with print full name;

- seals (stamps) of the Parties.

37.2. The Parties in the process of exercising their rights and obligations are entitled to use the universal transfer document (as required cl.37.1.) instead of following primary accounting documents agreed by the Parties:

- VAT-invoice,

- Consignment note on the form TORG-12 and/or Act of services rendered and/or Act of works performed.

38. Final provisions 

38.1. The Parties are independent contracting parties, and nothing in the Agreement shall be construed as:

- creating between the Parties a de facto company, joint venture, agency or any other association of any nature whatsoever, each Party being individually liable for its obligations as defined in the Agreement; or

- creating joint and several liability between the Buyer and its Affiliated Companies or among Affiliated Companies themselves; or

- allowing any of the Parties to act or declare it has power to act, toward third parties, as an agent or representative of the other Party, or by any other means bind the other Party to any obligation; or

- constituting an exclusive commitment for the benefit of the Supplier for the delivery of the Goods; or

- constituting an exclusive commitment for the benefit of the Contractor for the performance of the Services.

38.2. The Agreement constitutes the entire agreement between the Parties and prevails over any previous agreement, ex-press or implied, written or oral. Any modification or variation of the Agreement shall be binding between the Parties only if it is part of a subsequent agreement executed by the Authorized representatives of the Parties. Any re-quest to amend the Agreement by any of the Parties shall not, under any circumstances, constitute authorization of the Supplier to delay or stop deliveries or authorization of the Contractor to delay performance of the Services.

38.3. Should any term of the Agreement be, for any reason whatsoever, invalid or unenforceable, the remaining provisions shall not be affected by such invalid or unenforceable provision. The Parties undertake to renegotiate such invalid or unenforceable term in order to restate a provision as nearly as possible to the original intention of the Parties and in accordance with applicable Russian law.

38.4. The Supplier (Contractor) is not entitled to assign or transfer its claims against us to third parties or to demand its claims through third parties without prior written consent of the Buyer (Client).

38.5. The Buyer (Client) may transfer or assign in whole or in part its rights and obligations arising under the Agreement to any of its Affiliated Companies or to a third party acquiring all or part of the Buyer’s (Client's) business (further to a merger, split-off, asset transfer or by any other means).

38.6. The fact that one of the Parties does not apply, at any time, any of the provisions of the Agreement or does not request the application thereof by the other Party shall not be considered as constituting a waiver of any such provision or of any other provision, or affecting the validity of the Agreement, or the right of each Party to subsequently claim the application of such provision or of the Agreement itself.

38.7. The General Conditions of Purchase are in English and Russian. In case of any discrepancy between the English and the Russian versions, the Russian version shall prevail.