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EXHIBIT 10.18
CONTRACT FOR PURCHASE AND SALE # 42
May 25,2000 Moscow
Company "OOO "Yuliksis" represented by its Director A.V. Sarukhanov acting on
the basis of the company's Charter, hereinafter referred to as "the Seller", and
company "ZAO "OXIRIS", hereinafter referred to as "the Buyer" and represented by
V.A. Dolgov, acting on the basis of the company's Charter, have made the present
contract for the following:
1. SUBJECT OF THE CONTRACT
1.1. The Seller shall hand over the Goods (video products), and the Buyer shall
pay for them as per the Seller's price list.
1.2. The Goods shall be surrendered on the basis of the Buyer's oral or written
application (sent by fax or otherwise). The number and the assortment of
the Goods shall be fixed in waybills enclosed with each consignment.
2. PRICE OF THE GOODS
2.1. Prices of the Goods shall be stated in rubles and indicated in waybills
and proforma invoices enclosed with each consignment.
3. RIGHTS AND RESPONSIBILITIES OF THE PARTIES
3.1. Rights and responsibilities of the Seller:
3.1.1. The Seller shall deliver to the Buyer goods of proper quality, in
conformity with certificates, other technical documents and sanitary
regulations against the order made by the Buyer, within 24 hours of
receipt of such order, subject to availability of the Goods at the
Seller's warehouse.
3.1.2. The Seller shall replace inferior goods and mis-delivered goods not
listed in the Buyer's application within 5 (five) days of receipt of the
Buyer's notification. Inferior Goods are Goods with visible or latent
defects; Goods returned by third parties on account of defects which
appeared through the Seller's fault and were not specified by him at the
surrender of the Goods; and Goods the content of which fails to meet the
requirements of the current legislation.
3.1.3. In case the Goods are not available at the Seller's warehouse, the
latter shall notify the Buyer of a possible delivery date within 24
hours.
3.1.4. The Seller shall make out the shipping documents.
3.1.5. The Seller shall guarantee the quality of the Goods within the limits of
the manufacturer's guarantee.
3.1.6. The Seller shall warrant that the Goods delivered under the present
Contract are distributed legally and that the intellectual property
rights of third parties are not infringed.
3.2. Rights and responsibilities of the Buyer
3.2.1. The Buyer shall accept the Goods from the Seller on conditions EXW
Moscow warehouse of the Seller.
3.2.2. During the acceptance of the Goods the Buyer shall check their quantity
and assortment, make out and sign appropriate documents, and inform the
Seller of the defects detected during the acceptance of the Goods. The
Buyer has a right
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to refuse acceptance of the Goods in case their assortment or quantity
does not correspond to that stated in the application.
4. TERMS OF PAYMENT
4.1. The Buyer shall pay for the Goods by bank transfer to the Seller's
settlement account or by cash payment on the basis of the invoices issued
by the Seller in accordance with the Buyer's applications.
4.2. The Buyer has a right to transfer an advance to the Seller's settlement
account the amount of which shall be determined in accordance with the
anticipated volume of purchases.
5. LIABILITY OF THE PARTIES
5.1. In case of non-fulfillment by one of the Parties of any provision of the
present Contract, dispute shall be settled by way of negotiations. If the
parties fail to come to an agreement, the case shall be referred to the
International Arbitration Court at the Moscow Chamber of Trade and
Commerce.
6. TERM OF CONTRACT AND PROCEDURE FOR ITS TERMINATION
6.1. The contract shall come into effect upon being signed by the authorized
representatives of the Parties.
6.2. The term of the present Contract shall be fixed at one calendar year. The
Contract shall be prolonged automatically for the next term unless one of
the Parties has given the other party a month's written notice of its
termination or revision of the Contract.
6.3. The Contract can be terminated upon the request of one of the Parties
subject to the condition that the other Party is given a written notice at
least one month prior to the termination of the Contract.
7. FORCE-MAJEURE
In case of force-majeure circumstances brought about (directly or indirectly) by
such events as flood, fire, earthquake, epidemic, military conflicts, acts of
terrorism, civil unrest, strikes, directions, decrees and other administrative
interference of the government or other decrees, restrictions imposed by the
administration or the government, which influence the fulfillment of the
obligations under the Contract, or other circumstances beyond reasonable control
of the Parties, fulfillment of these obligations is postponed for the period of
duration of these circumstances, if they significantly affect the timely
performance of the whole Contract or a certain part of it due to be performed
after the beginning of force-majeure circumstances. The Parties are to give each
other an immediate written notification of the beginning and completion of the
force-majeure circumstances hindering the fulfillment of the obligations under
the Contract. The Party referring to force-majeure circumstances must provide a
certificate of the competent state body.
8. OTHER CONDITIONS
8.1. The Contract can be amended and supplemented by a written agreement of the
Parties signed by the authorized representatives of the Parties.
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9. ADDRESSES AND BANK DETAILS OF THE PARTIES
<TABLE>
<CAPTION>
The Seller The Buyer
<S> <C> <C> <C>
Full name of the Full name of the
organization: organization: ZAO "OXIRIS"
Legal address: Bldg.1, 12 Tverskaya Legal address: 12 Nauchnyi Proezd,
Str., Moscow 103009 Moscow 117802
Telephone number: Telephone number: (095) 334 4411
Fax number: Fax number: (095) 937 5060
Name of the bank: "Rossiyskiy capital" stock Name of the bank: Stock commercial bank
commercial bank "Evrozapsibbank"
Settlement account: 4070281050008000000 Settlement account: 4070281070003000004
9 9
Bank identification code 044583266 Bank identification code 044585726
Correspondent account 3010181010000000026 Correspondent account 3010181000000000072
6 6
TIN: 7710321690 TIN: 7706200205
All-Russian industry 71100 All-Russian industry 71100, 71200
classification code classification code
All-Russian enterprise 51274377 All-Russian enterprise 51260913
and organization code and organization code
Director General of ZAO "OXIRIS"
V.M. Korobov (Signature) V.A. Dolgov (Signature)
May 25, 2000 May 25, 2000
Corporate seal Corporate seal
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