7. Fill in the gaps with the following words:

Access, arguments, arbitration, money, laws, court

1. A ________ may or may not accept the oral agreement as part of the contract.

2. Contract disputes often center on ________, so you’ll want to be as specific as possible regarding this term.

3. Often when entering a business contract, the other party will gain ________ and insight into your business practices and possible trade secrets.

4. If the other party is located in another state, you should include a clause that states which state _____________ will govern.

5. ___________ is a more adversarial process where the arbitrator hears both sides’ _________ and makes a decision that both parties must abide by.

8. Answer the following questions:

1. What two things should you keep in mind when entering into or writing a business contract?

2. What are the basics of writing a business contract?

3. What should we do to make the contract more easily understood by the parties?

4. What should you do if the other party continually misses payments or fails to perform their duties?

5. What is arbitration?

6. Why is writing a business contract a necessary task for business people?

9. Read the following statements and decide if they are true or false:

1. The contract should be clear and shouldn’t leave too much room for interpretation.

2. Oral agreements can’t be enforced.

3. The best contracts, particularly in the small business context, are written in simple phrase.

4. Mediation is a compulsory process where both parties try to work out their issues directly, with the help of a neutral third party mediator.

5. The arbitration process is much more expensive than litigating in court.

6. Learning how to write a business contract is the first step on the road to success.

10. Read the delivery agreement and fill in the gaps with appropriate headings of the clauses:

Delivery agreement № 01/04/12

the city of Moscow April 12, 2012.

Systems Engineering Wilmat LLC, hereinafter referred to as the ‘Supplier’, represented by

General Director, Svetoslav Borislavov Baykov, acting on the basis of Articles of Association,

on the one part, and ____________________________, hereinafter referred to as the ‘Buyer’, represented by General Director _______________, acting on the basis of Articles of Association, on the other part, collectively referred to as the ‘Parties’, have agreed as follows:

1. ____________________________

1.1. The Supplier shall deliver and the Buyer shall accept and pay for the goods (hereinafter referred as to the ‘Goods’), according to the attached specification (hereinafter referred to as the ‘Specification’, that is an essential part of this Agreement (Appendix № 1).

1.2. The Buyer shall undertake to accept the Goods and pay for them in the manner and within the time period specified in this Agreement. The Buyer shall undertake to accept the Goods if he does not have any complaints about their quality, assortment and quantity and about the procedure for implementation of this Agreement by the Supplier.

2. _____________________________

2.1. The quantity, quality requirements, price per unit and assortment of Goods shall be specified in the Specification.

2.2. The Supplier shall guarantee the quality and reliability of the Goods being delivered. The quality and completeness must comply with the National State Standard and Technical Conditions adopted for this type of goods, with the samples of the Goods.

2.3. The Supplier shall guarantee that the Goods being delivered are not restored, modified, altered, damaged, and that they are admitted to free circulation on the territory of the Russian Federation without any restrictions (without pledge, prohibition, arrest etc.).

2.4. The Goods shall be new and comply with technical conditions, standards and parameters of the manufacturing company.

2.5. The Goods shall be safe when in use.

3. __________________________________

3.1. The Supplier shall undertake to deliver the goods not later than 6 (six) weeks from the date of receipt of pre-payment from the Buyer.

3.2. The goods shall be handed over at the Buyer’s facility located at the following address: Leningradskoye highway 71 Г, Moscow, Russian Federation, 125445.

3.3. The Goods shall be delivered by the Supplier’s transport.

3.4. The Supplier shall inform the Buyer in a written form about the receipt of the goods on the day of arrival of the goods to the Supplier’s warehouse.

3.5. The Buyer shall undertake to accept the Goods during 3 (three) working days from the date of notification of the Buyer by the Seller about availability of the Goods in the warehouse.

3.6. Acceptance of the goods by quality, assortment and package integrity shall be carried out by the Buyer at the moment of handover of the goods.

3.7. If the Goods are not accepted during the period specified in the clause 3.5, the Buyer shall undertake to compensate the Supplier, by supplementary invoice, for the cost of storage of the Goods at the rate of 0.1% of the cost of the non-accepted Goods per each day of delay. The Goods shall only be shipped after the cost of storage of the Goods has been paid in full.

3.8. The Goods accepted by the Buyer shall be examined by him during five working days.

3.9. If any manufacturing defects of the Goods are detected during their acceptance the Buyer shall inform the Supplier about the detected defects during 10 (ten) working days after their detection attaching a detailed list of the defects specified.

3.10. The Supplier shall undertake to replace the spoiled goods. The spoiled Goods shall be replaced by the Supplier by way of re-order within coordinated time periods but not less than the delivery period specified in the clause 3.1 of this product delivery agreement.

3.11. If any defects are detected, the Act shall be drawn up and signed by both Parties, with the description of the defect and naming the spoiled goods according to the Specification, new products being delivered within the period coordinated by the Parties.

3.12. If any defects are detected the Buyer shall inform the Supplier thereof, who shall come to the facility where the Goods are stored, to draw up a corresponding Act during 3 (three) working days from the date of the invitation receipt. If the Supplier does not appear at the hour stated, or refuses to sign the Act without giving any reasons, the Buyer shall reserve the right to draw up the Act of detection of spoiled Goods unilaterally.

3.13. The documents, confirming the fulfillment of the Supplier’s obligations, shall be consignment note, invoice, Delivery-Acceptance Act provided that obligations on delivery of the Goods have been fulfilled by the Supplier properly.

3.14. If the Products are short delivered, in comparison with the quantity specified in the shipping invoice, the Supplier shall undertake to supply short delivered Products within the periods coordinated by the Parties but not less than the delivery period specified in the clause 3.1 of this Agreement. The Products, delivered with violation of requirements to quality, quantity and assortment, shall be returned and exchanged independently by the Supplier and at his expense.

4. ____________________________

4.1. The settlements shall be carried out by way of transfer by the Buyer of 100% pre-payment to the Supplier’s settlement account.

4.2. The Buyer shall pay for the Goods delivered by the Supplier at the prices specified in the Specification, for this shipment of the Goods.

4.3. The settlements between the Parties shall be carried out by way of transfer of cashless monetary funds from the Buyer’s settlement account to the Supplier’s settlement account.

4.4. The price of the Goods shall be determined by the Specification signed by the Parties.

4.5. The cost of the Goods under this Agreement shall include all the expenses for the payment of customs duties, all taxes and charges effective in the RF and other compulsory payments.

5. _____________________________

5.1. For non-fulfillment or improper fulfillment of obligation under this Agreement the Parties shall be held liable in accordance with the current legislation of the Russian Federation and this Agreement.

5.2. If the Buyer, in violation of law, other legal acts or this Agreement, does not accept the goods or refuses to accept them, the Supplier shall have the right to require that the Buyer accepts the goods, or to repudiate the Agreement.

5.3. In case of unjustified refusal to accept the goods, the Buyer shall compensate the Supplier for the losses in the form of direct damage and loss of profit, on the basis of the discount rate of the RF Central Bank on the day of payment.

5.4. For non-compliance with the period of payment specified in the clause 5.1 of the Agreement, the Buyer shall pay the penalty in the amount of 0.1% per each day of delay of the cost of the unpaid goods.

5.5. For late handover of the goods through the Supplier’s fault the latter shall pay the Buyer the penalty in the amount of 0.1% of the cost of the goods not handed over, per each day of delay, but not more than 0.1%.

6. _________________________

6.1. None of the Parties shall be held liable to the other Party for non-fulfillment of obligations, stipulated by the circumstances beyond the reasonable control of the Parties, that cannot be foreseen or avoided, including declared or actual war, civil unrest, epidemics, blockade, embargo, earthquakes, floods, fires, and other natural disasters.

6.2. The document, issued by the relevant competent authority, shall be sufficient to confirm the presence and durance of force majeure.

6.3. The Party, not fulfilling its obligation due to force majeure, must immediately inform the other Party about the obstacle and its affecting the fulfillment of obligations under the Agreement.

7. __________________________

7.1. All disputes under this Agreement shall be settled by way of negotiations.

7.2. If no agreement was reached, the disputes shall be settled at the Arbitral court of Moscow.

7.3. If the Buyer files a claim in connection with the violation by the Supplier of the conditions of this Agreement about quality, quantity, completeness or assortment of the Goods, the Supplier shall undertake to consider such claim during 7 (seven) days following the day of receipt of the claim, and inform the Buyer about his decision.

7.4. If the Supplier agrees with the Buyer’s claim, the Supplier shall replace a corresponding part of the goods or carry out other actions provided for this Agreement for such cases, during 7 (seven) days following the day of receipt of the Buyer’s claim.

8. _________________________

8.1. This Agreement shall come into force when signed by the Parties and shall be valid until the date of fulfillment by the Parties of their obligations under this Agreement to the full extent.

8.2. This Agreement can be terminated:

8.2.1. By agreement of the Parties.

8.2.2. On other grounds as stipulated by the RF current legislation.

9. __________________________

9.1. As for the rest, not provided for by this Agreement, the Parties will act in accordance with the RF current legislation.

9.2. Any alterations and amendments to this Agreement shall be valid provided they are made in a written form and signed by the Parties or duly authorized representatives of the Parties.

9.3. This Agreement shall be executed in two copies, each equally valid, one copy for each Party.

1. AGREEMENT VALIDITY PERIOD

2. LIABILITY OF THE PARTIES

3. PRICE AND PROCEDURE OF SETTLEMENTS

4. THE SUBJECT MATTER OF THE AGREEMENT

5. CONCLUDING PROVISIONS

6. PRICE, COMPLETENESS AND QUALITY OF GOODS

7. FORCE MAJEURE

8. DELIVERY TERMS AND PROCEDURE

9. SETTLEMENT OF DISPUTES AND CLAIMS

11. Imagine that your company wants to conclude a contract with the supplier of modern gardening equipment. Study the information contained in the Appendix VIII and conclude your own contract stating the following:

- names of Buyer and Seller

- names and quantities of the Equipment

- price of the Equipment

- country whose laws will govern the agreement