contr v-c- international en

8/6/2019 Contr v-c- International En

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FRAME SHARE-PURCHASE AGREEMENT

By and between:

1. S.C. . S.R.L., a Romanian company, with

headquarters in [], duly represented by [], in his/her capacity as [],

hereinafter referred to as theSeller

and

2. [], a [] company, with headquarters in [], duly represented by [], in his/her

capacity as [],

hereinafter referred to as thePurchaser

hereinafter individually referred to as the Party and collectively as the Parties

The Parties have decided to enter into the present share-purchase agreement (hereinafter

referred to as the Agreement), under the terms and conditions stipulated hereunder:

Article 1 Definitions and interpretations

1.1 The terms used with capital letters in this Agreement have the meaning defined

hereinafter.

1.2 Any reference to the singular also includes the plural and vice versa; any reference to

the masculine also includes the feminine and vice versa.

1.3 Any reference to an article, paragraph or annex hereto is considered reference to an

article, paragraph or annex hereto, except for the case when it is expressly

stipulated otherwise.

1.4 The titles of the articles are for convenience purposes only and shall not be used for

the interpretation hereof.

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Article 2 Object of the Agreement

2.1. The Seller undertakes to sell to the Purchaser and the Purchaser undertakes to

purchase from the Seller, the goods (hereinafter referred to as the Goods) in the

quantities and types provided in the Annex no. 1 of this Agreement.

Article 3 Duration of the Agreement

3.1. The present Agreement is considered to be validly concluded as of the date of

its signing by both Parties and shall be in force for a period of [] years from

its signing date.

3.2. After the above-mentioned period, the Agreement shall automatically be

extended for equal periods of time, unless one Party has notified the other

Party with a [30 days] prior written notification with respect to the termination

of the Agreement or article 10 (ii) and (iii) below will occur.

Article 4 Price

4.1. The Purchaser shall pay to the Seller the prices of the Goods provided in the

Annex no. 2 to this Agreement.

4.2. However, should the prices of the Goods as provided in the Annex no. 2 to this

Agreement change during the execution of the Agreement, the Seller shall notifythe Purchaser in this respect when receiving an Offer as defined hereunder.

Article 5 Offer

5.1. In order to obtain the delivery of a specific quantity of Goods, the Purchaser shall

send the Seller a written notice, specifying the type and the quantity of the

requested Goods (hereinafter referred to as the Offer).

5.2. Notwithstanding article 8 below, an Offer becomes effective when it reaches the

Seller.

5.3. If the quantities and/or types of Goods are not available when the Purchasers

Offer reaches the Seller and/or the prices of the Goods as provided in the Annex

no. 2 to this Agreement have changed, within [] days from receiving the Offer,

the Seller shall notify the Purchaser in this respect, in writing.

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5.4. If the quantities and/or types of Goods are available when the Purchasers Offer

reaches the Seller and/or the prices of the Goods provided in the Annex no. 2 to

this Agreement have not changed, within [] days from receiving the Offer, the

Seller shall notify the Purchaser in writing, with respect to the date when the

Goods will be available for the Purchaser (hereinafter referred to as the Delivery

Date).

Article 6 Delivery

6.1. The Goods shall be delivered [EXW (Incoterms 2000)]. The Seller shall deliver

the Goods to the Purchaser at the [Sellers warehouse located in ______]

(hereinafter referred to as the Delivery Place). The delivered Goods shall be

accompanied by:

(i) invoice;

(ii) notice of dispatch;

(iii) [quality certificate];

(iv) [to be completed by Menatwork if necessary].

6.2. The Purchaser shall take over from the Delivery Place, on its own expense and

risks, the requested quantities of Goods made available by the Seller.

6.3. On the occasion of the take over of the Goods, the Purchaser shall complete the

quantity and the quality check of the Goods and between the Parties shall be

executed a handling over minute.

6.4. The Purchaser, at its own expense and risks, shall make the loading and the

transportation of the Goods. The Seller does not have any responsibility regarding

the loading and/or the transportation of the Goods.

6.5. At the moment of the delivery of the Goods from the Seller to the Purchaser, the

ownership right and any expenses and risks over the delivered Goods shall betransferred from the Seller to the Purchaser.

6.6. The accomplishment of the customs formalities for the Goods delivered by the

Seller to the Purchaser shall incumbent to the Purchaser, which has the obligation

to pay all the taxes and the expenses and to execute any and all the customs

formalities thereto.

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Article 7 Payment, execution of payment and penalties

7.1. Payment for the Goods must be made by the Purchaser within [5 days as from the

Delivery Date] (hereinafter referred to as the Due Date).

7.2. Loss or damage of the Goods after the risks were transferred from the Seller to the

Purchaser according to article 6.5. above does not discharge the Purchaser from

its obligation to make the payment of the price and/or any other amounts due

according to the present Agreement.

7.3. The payment of every amount of money due according to this Agreement,

including, but not limited to, the payment of the price, shall be made in [the

payment currency].

7.4. The payments shall be made in the Sellers account no. [] opened with Bank []

(hereinafter referred to as the Seller Account). By a notice sent by the Seller to

the Purchaser, according to paragraph 13.1. from this Agreement, the Seller may

provide another bank and another account in which the payment shall be made,

this account becoming in this case the Seller Account.

7.5. The payment of every amount of money due according to this Agreement shall be

considered as executed in the moment when such amount of money is transferred

into the Seller Account.

7.6. If the legal provisions require the payment of any other taxes, duties or any other

amounts over the amounts of money due according to this Agreement, such as, by

the way of illustration only, without being limited at, the value added tax, the

Purchaser shall be bound to pay also these taxes, duties or any other amounts of

money due according to the legal provisions. If these taxes, duties or any other

amounts of money must be paid to the Seller, these shall be considered as due

amounts of money according to this Agreement.

7.7. The Purchaser shall made the payment of every due amount of money, in such

manner, that the due amount of money to be entirely transferred in the Seller

Account, without being diminished by the bank charges or any other charges.

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7.8. For the delay in payment of every amount of money due according to this

Agreement, the Purchaser shall be bound to pay a penalty of [] % from the

respective amount for each day of delay calculated from the Due Date until the

date when the payment is entirely made. The penalties shall be calculated until the

total amount due by the Purchaser is recovered by the Seller and may exceed the

amount representing the principal due by the Purchaser to the Seller for the

Goods.

Article 8 Guarantee

8.1. When receiving an Offer from the Purchaser as specified in art. 5 above, and if

the Seller deems as necessary, the Purchaser may be requested to issue a

guarantee (such as a bank letter of guarantee, cash collateral etc.) in the terms and

conditions that the Parties may agree thereunder.

8.2. The non-issuance of such guarantee, at the Sellers request, gives the Seller the

right to refuse the Offer made by the Purchaser.

8.3. In case the Purchaser does not comply with the payment obligation of the Goods

price in accordance with article 7 above, the Seller shall have the right to execute

the guarantee in order to recover the due price.

Article 9 Parties rights and obligations

9.1. The Seller has:

(i) the obligation to deliver the Goods to the Purchaser according to this

Agreement, and, accordingly, has the right to receive from the

Purchaser the price for the Goods delivered to the Purchaser and the

possible penalties for delay in payment of the price at Due Date and/or

any other amounts due according to the present Agreement.

9.2. The Purchaser has:

(i) the obligation to pay every amount of money due according to this

Agreement, including, but not limited to, the payment of the Goods

price, penalties etc. at the Due Dates;

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(ii) the obligation to take over the Goods at the Delivery Date and execute a

handling over minute at the Delivery Date. If the Purchaser does not

comply within [] days this obligation, the Seller is entitled to receive

from the Purchaser an indemnification equal to [];

(iii) the obligation to provide the Seller with information regarding to any

changes that may occur with respect to and affect therefore the

Purchasers activity (e.g. Purchasers bankruptcy, liquidation of the

Purchasers company etc) and any other information that may be

requested by the Seller in connection with the Purchasers activity;

(iv)the obligation to do not violate any intellectual propriety right of the

Seller.

Article 10 Termination of the Agreement

10.1 This Agreement shall be terminated as follows:

(i) at the expiration of the term provided by the article 3 from this Agreement,

in the conditions thereof, if the Parties fulfilled all the obligations

incumbent to them according to this Agreement;

(ii) at the Sellers initiative, without further notice or other legal formality of

any kind, in case any of the following events of default shall occur:

(a) Purchasers failure to comply with its obligations set forth in

this Agreement, including but not limited to the payment of the

price penalties, indemnifications due to this Agreement;

(b) the initiation of bankruptcy, judicial reorganisation, voluntary

or involuntary insolvency/liquidation, including the disposal of

substantially all of the Purchasers assets;

(iii) by mutual consent, before the expiration of the term provided by the

article 3 from this Agreement, the Parties giving each other prior written

notifications in this respect.

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10.2. If the Agreement is rescinded, the Purchaser shall have the obligation to pay any

amounts of money due according to this Agreement, including, but not limited to,

the payment of the price and the applicable penalties.

Article 11 Force Majeure

11.1. Neither the Seller nor the Purchaser will be held liable for total or partial non-

fulfillment or delayed execution of the obligations undertaken herein if the non-

fulfillment or delayed extension was caused by circumstances of Force Majeure.

11.2. For the purposes of this Agreement, Force Majeure shall mean any unpredictable

and unavoidable event beyond the control and/or the influence of the Parties

which occurred after the conclusion of this Agreement, including, but not limited

to, natural calamities, expropriation or confiscation of facilities, compliance with

any order or request of any governmental authority, act of war, rebellion or

sabotage or damage resulting therefrom, fires, floods, explosions, accident or riot

and which prevented or hindered the total or partial execution of the obligations

undertaken herein.

11.3. The Party claiming the Force Majeure is obliged to notify the other Party in

writing within a maximum of [10 days] from the date of the commencement of

the Force Majeure event and is obliged to take all necessary measures so as to

limit its effects unless the required measures are too expensive.

11.4. The Party claiming Force Majeure shall also notify the other Party of the

cessation of its cause within [10 days] since the cessation.

Article 12 Waiver

12.1. None of the terms of this Agreement shall be deemed to have been waived by any

Party hereto, unless such waiver is in writing and signed by that Party.

12.2. The waiver by any Party of a breach of any provision of this Agreement shall notoperate or be construed as a waiver of any other provision of this Agreement or of

any further breach of the provision so waived.

Article 13. Miscellaneous

13.1. Notifications

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13.1.1. All notifications, requests, demands and other necessary or approved

communication pursuant to this Agreement, addressed by one of the Parties to

the other one, shall be in written form, in [English] and shall be sent to the

attention of the following persons and addresses mentioned below, any change

thereof shall be also notified as stated above:

For the Seller:

Address: []

In the attn of: []

Fax: []

For the Purchaser:

Address: []

In the attn of: []

Fax: []

13.1.2. The receipt of such notifications, requests, demands and communications shall be

deemed as valid, as follows:

(i) upon delivery, by courier, provided that they were delivered within the

normal working hours to the reception desk, and if they were delivered

after the working hours, they are deemed to have been delivered at the

beginning of the next working day;

(ii) upon receipt, in case of notification by telex or facsimile, provided that

they were delivered within the normal working hours to the reception

desk, and if they were received after the working hours, they are deemed

to have been received at the beginning of the next working day;

(iii) upon receipt in case of notification by registered mail or registered mail

with acknowledgement of receipt and the next day following the posting

date in case of notification by mail.

13.2. Severability

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13.2.1. Each provision of this Agreement shall be deemed to be separate and

severable.

13.2.2. If any provisions of this Agreement are determined to be invalid or

unenforceable, such determination and the consequential severance (if any)shall not invalidate the rest of this Agreement which shall remain in full force

and effect as if such provision had not been made a part thereof, nor shall it

affect the validity or enforceability of such provision in any other jurisdiction.

13.3. Law and jurisdiction

13.3.1. The validity, construction, and performance of this Agreement and all disputes

between the Parties arising out of this Agreement or as to any matters related

to but not covered by this Agreement shall be governed by [the laws of

Romania].

13.3.2. Any claim or dispute between the Parties arising out of or in relation to this

Agreement, which cannot be solved in an amicable fashion, shall be settled by

arbitration in Bucharest, Romania, by the International Arbitration Court of

the Romanian Chamber of Commerce and Industry, according to the

procedure rules of this Chamber. The proceedings will be conducted in

Romanian. All documents submitted by the parties during or following the

proceedings shall be in Romanian.

13.3.3. The decision and award of the arbitrators shall be final and binding and no

appeal may be filed against it. The execution of an award against the Seller

may be conducted in accordance with the provisions of the Romanian Code of

Civil Procedure.

13.3.4. The Parties hereby acknowledge and agree that they are entering this

Agreement as a commercial act and hereby waive any claim to the defense

of sovereign immunity in respect of the commencement of any action or

proceeding, the granting of any conservatory measures and/or the levy or

execution concerning any dispute, controversy or claim that may arise out of

or relate to this Agreement or the breach, termination or invalidity hereof and

involving any of the Parties.

13.4. Confidentiality

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13.4.1. None of the Parties hereto nor any of their officers or employees shall disclose

to any third party any of the experiences, know-how, or any other information

which is of a technical, financial and/or confidential nature and which is

received from the other Party during the term and exercise of this Agreement,

except when such disclosure is required by law or judicial process.

13.4.2. The above obligation of confidentiality shall survive the termination of this

Agreement.

13.5. Amendment of the Agreement

13.5.1. This Agreement contains the entire agreement and understanding of the

Parties and supersedes any prior agreement or understanding, written or

verbal, to the subject matter contained herein.

13.5.2. No term or provision of the Agreement shall be varied or modified by any

prior or subsequent statement, conduct or act of any Party except that the

Parties may amend this Agreement only by written instrument signed by or on

behalf of the Parties hereto.

13.5.3. The annexes of this Agreement are deemed to be part of this Agreement.

These annexes are the following:

(i) Annex no. 1 The types and the quantities of Goods;

(ii) Annex no. 2 The prices for the Goods.

This Agreement has been drawn up today, [], in [], in 2 original counterparts, one for

each Party, in [English language].

Seller, Purchaser,

S.C. . S.R.L. []

By: ___________________ By: ______________

In his capacity as [] In his capacity as []

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