Commission Agreement
#N 17/914-13
Almaty 07.03, 1998
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Export-Import Firm of Munay-Impex hereinafter referred to as the Firm in the
person of the General Director Mr. A. D. Esenzhanov acting on the basis of the
Charter on the one side and Karakudukmunay Inc. hereinafter referred to as the
Enterprise in the person of the General Directors Mr. N.D. Klinchev and Mr. Jay
McGee acting on the basis of the Articles of Association on the other side
together hereinafter referred to as the Parties have concluded this Agreement as
follows:
1. SUBJECT OF THE AGREEMENT
1.1. The Firm shall, on its behalf and by order of the Enterprise, to export
crude oil belonging to the Enterprise (hereinafter referred to as the
Commodities) to both the CIS and other countries in batches in the
amount up to 100,000 (one hundred thousand) metric tons according to
the schedule of shipment of Kazakstan oil during the year of 1998.
1.2. Price and date of payment of each batch of the Commodities will be
specified in the Exhibits hereto.
2. OBLIGATIONS OF THE PARTIES
2.1. The Firm shall:
- independently conclude contracts with the Buyer on exportation of the
oil;
- accept the Commodities as specified in Article 1.1. and carry out its
export transportation according to the terms of delivery and
conditions of the contract;
- obtain a passport of the export transaction;
- obtain a certificate of origin of the Commodities;
- execute customs declaration of the Commodities;
- deliver the indicated Commodities to the Buyer up to the loading point
stipulated in the contract with allowance made for losses during
transportation of the Commodities;
- control over the Buyer's fulfillment of the terms and conditions of
the contract;
- carry out all necessary settlement with the Buyer and transportation
organizations on its behalf;
- return the currency received for the sold oil to the Enterprise at the
average weighted exchange rate of Almaty Financial Instruments
Exchange (AFINEX) effective on the date preceding the date of
wire-transferring the money minus the bank's commission;
- provide the Enterprise with information concerning the status of
fulfillment of this Agreement;
- during the period of effect of this Agreement fulfill all its
provisions, as well as any other terms and conditions agreed upon with
the Enterprise.
2.2. The Enterprise shall:
- provide the Firm with the Commodities in the amount specified in
Article 1.1. hereof.
- to reimburse the Firm for all costs incurred connected with the
accomplishment of the Enterprise's order subject to presentation of
confirming documents;
- upon accomplishment of the order, pay the Firm compensation for the
services rendered;
- make all necessary settlements with the budget concerning excise
taxes, VAT and other obligatory payments;
- during the period of effect of this Agreement fulfill all its
provisions, as well as any other terms and conditions agreed upon with
the Firm.
3. COMPENSATION OF THE FIRM
3.1. Commission rate of the Firm under this Agreement is equal to: including
the VAT (20%) 1.5% of the contract price of each supplied batch of
Commodities.
4. PAYMENT PROCEDURE
4.1. Upon receiving the money from the Buyer for the Commodities sold, the
Firm shall compensate the following costs at the Enterprise's expense:
- transportation and forwarding costs;
- bank fees;
- cost of obtaining the certificate of origin of the Commodities;
- cost of execution of customs declaration of the Commodities;
- other obligatory payments, if such occur;
- the Firm's commission according to Article 3.1;
- the balance shall be transferred to the Enterprise's account within
three bank days.
5. QUALITY
5.1. Quality of the Commodities shall be in compliance with the oil supplied
by the Western affiliate of KazTransOil to Samara.
6. TERM AND CONDITIONS OF SHIPMENT
6.1. The Commodities indicated in Article 1.1. shall be supplied by the
Enterprise to the Western affiliate of KazTransOil before the beginning
of the month of the shipment.
6.2. The Firm shall have the right to supply the Commodities to the Buyer
with an admissible deviation of +/- 10% from the quantity previously
agreed upon by the parties.
6.3. The Firm shall supply the Commodities in 1998 in batches not less than
5-10 thousand tons.
6.4. Date of the last acceptance-delivery certificate of a batch of
Commodities at the point of transfer to the Buyer shall be considered
to be the date of shipment of that batch.
7. RIGHT OF OWNERSHIP AND RISK OF ACCIDENTAL LOSS
7.1. The right of ownership to the Commodities sold under this Agreement
shall be passed on to the Buyer upon transferring the Commodities and
the shipment documents according to the terms of delivery.
8. LEGAL RESPONSIBILITY
8.1. In the case of delay in supply of the Commodities through the
Enterprise's fault and charging a penalty by the Buyer because of that,
the Enterprise shall pay this penalty. The Enterprise shall have no
right to require the Firm to pay that penalty.
8.2. If charging a penalty or reimbursement of a loss takes place through
the Firm's fault, such expenses shall be incurred by the Firm.
8.3. Payment of the penalty and reimbursement of the loss shall not release
the Parties from fulfillment of their obligations hereunder.
8.4. Reimbursement of the loss shall be made by the guilty party in part not
covered by the penalty.
9. TERM OF THE AGREEMENT
9.1. This Agreement shall become effective upon its signing and extend until
the full and complete settlement with the Enterprise for the whole
volume of the Commodities supplied.
9.2. This Agreement may be terminated (except non-payment of any sum due
hereunder) within 30 days of sending a written notification by one of
the Parties.
10. FORCE-MAJEURE
10.1. The Parties shall be released from liability for their partial or full
non-fulfillment of obligations under this Agreement (except non-payment
of any sum due hereunder) if this non-fulfillment is caused by
force-majeure circumstances that the Parties could
neither foresee, nor prevent by any reasonable actions, namely: acts of
God, fire, flood, ice conditions or other calamities, military actions
of any character, blockade, prohibition of export, pipeline emergency,
etc.
10.2. The Party for which an impossibility of fulfillment of its obligation
under this Agreement arose due to the circumstances specified in
Article 10.1. shall immediately inform the other Party of that in
writing. In such a case, representatives of the Parties shall in the
shortest possible time agree upon the course of actions to be
undertaken by the Parties.
10.3. If the above circumstances prevent normal fulfillment of the
obligations hereunder for more than six months beginning from the date
of their emergence, the Party for which an impossibility to fulfill its
obligations exists, may refuse to execute this Agreement further on. In
such a case, the Parties shall make mutual settlements connected with
fulfillment of their obligations hereunder as of the date of emergence
of the force- majeure circumstances.
10.4. Reports issued by the Chamber of Commerce of the country in which the
force- majeure circumstances happened shall be considered an adequate
proof of existence of such circumstances.
11. DISPUTES AND DISAGREEMENTS, PROCEDURE OF THEIR RESOLUTION
11.1. Any disputes or disagreement incidental to this Agreement shall be
resolved through an amicable agreement.
11.2. In the case, when the Parties fail to reach an agreement on a dispute
question, such questions shall be submitted to the Board for economic
cases of Almaty municipal court.
11.3. Any relations between the Parties incidental to this Agreement shall be
governed by the civil laws of the Republic of Kazakstan.
12. OTHER TERMS AND CONDITIONS
12.1. Neither of the Parties has the right to assign any of its rights or
obligations under this Agreement to any third parties without a written
agreement of the other Party thereupon.
12.2. Any alterations or amendments to this Agreement shall be deemed valid
only if executed in writing and signed by authorized representatives of
the Parties. Facsimile communication may be used for signing the above
mentioned alterations and amendments.
12.3. Upon signing this Agreement any previous oral negotiations and
correspondence relating to the Agreement shall have no legal force.
12.4. Any correspondence relating to this Agreement shall be in the Russian
language.
12.5. On any matters not stipulated in this Agreements the relations between
the Parties shall be governed by the effective laws of the Republic of
Kazakstan.
12.6. The Parties shall guarantee their observance of confidentiality and
take all necessary measures to prevent divulging documents or
information obtained under this Agreement or their disclosure to any
third parties without agreement of both the Parties thereupon.
12.7. This Agreement has been signed in 2 (two) authentic copies, 1 (one)
copy for each of the Parties, with both the copies having equal legal
force.
13. LEGAL ADDRESSES AND PAYMENT INSTRUCTIONS OF THE PARTIES
FIRM: ENTERPRISE:
Munay-Impex Karakudukmunay Inc.
480009,31-a, Gagarin str., Almaty 466200,82, District 3, Aktau
Tel.: (3272) 414391, fax 412252 Mangistau oblast
RNN 600900039944 Tel,: (32192) 513975, fax 518336
Bank instructions: RNN 430600001175
Almaty Commercial-Financial Bank, Almaty Bank instructions:
Tenge account #200901 Neftebank, Aktau
MFO 190501956 Tenge account #609614
MFO 192901705
FIRM ENTERPRISE
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