CONTRACT No.
Date:
Messrs.
hereinafter referred to as the SELLER, and VAO “Vostok”
., hereinafter referred to
as the BUYER, have entered into this agreement on the following:
Clause 1. Subject of the Contract
1.1. Whereas, the Seller has ability to supply Alaska pollock (the Product), and whereas the BUYER is a purchaser of the Product, the Seller and the Buyer desire to enter this Contract and to take obligations, the receipt of which is hereby acknowledged, and the parties hereto agree as follows.
Clause 2. Product, its quantity and time of supply
2.1. The Seller will sell and the Buyer will buy in March 1999 around
( ) metric tons of frozen, headed, tail on Alaska pollock
(hereinafter referred to as Product). The quantity of supplied Product may vary by plus 10 percent at the Sellers option to be declared by this Contract.
Clause 3. Prices
3.1. The prices of Product are fix^-i^ Urvited States dollars on the terms
FOB fishing ground at the Sea of Okhotsk.
3.2. The FOB term is understood as is described in INCOTERM edition
2000.
3.3; The price of Alaska pollock is United States dollars
(Say ) per one metric ton of net weight.
Clause 4. Quality, packing, marking
4.1. The Product shall meet the follows quality demands: 4. la. The Product shall be produced exclusively according to the demands to the quality of the first grade of frozen fish which are fixed in Standard of Russian Federation GOST No. 1168-86 "Frozen Fish" and in all appendixes, additions and amendments to it. The said quality demands shall be applied as if the same were herein specifically and filly set out. Whether there are contraries between GOST Standard and the provisions hereof then the provisions hereof will prevail.
4.1.b. The allowed limit of content of internals is 2,0 (two) percent of the weight of Product.
4. I.e. The weight of glazing ice is excluded from the net weight of Product. 4.1.d. The guaranteed size of headed Alaska pollock is not less 20 cm.

4. I.e. The size is understood as a line from the point of cut of spine of fish to the base of middle rays of the tail fin.
4.1.f. Product must be frozen at the temperature not higher than minus 18° C. Product must be kept on board the Sellers factory-vessel at the temperature not higher than minus 18° C.
4.2. Packing
4.2.a. Product to be packed into carton boxes of net weight 36 and or 33 kg. Each carton box shall contain two blocks of frozen product of 12,0 and/or 11,0 kg net weight. Each block shall be packed into polyethylene bag.
4.3. Marking of each box shall contain the follows information:
4.3.a. Gross weight /Net weight (weight of fish inside after defrosting).
4.3.b. Name of product.
4.3.c. Country of origin, name of factory-vessel.
4.4. Each box must be clearly and plainly marked typographically or/and
manually with waterproof black pen.
Clause 5. Terms and period of delivery
5.1. Product shall be shipped before
5.2. Partial shipments of Product are not permitted.
5.3. The Buyer shall nominate and ocean reefer carrier for transshipment
at sea.
5.4. The Seller prior shall provide for their expenses and risk the Buyer with
following documents:
5.4.a. Sanitary Certificate. 5.4.b. Certificate of Origin.
Clause 6. Inspection of Product
6.1. Inspection of quality and weight of Product shall be conducted by the
Buyer for their account in a port of destination.
6.2. For the purposes of inspection, 10 (ten) or more random sample boxes
of Product shall be taken. All average quality indications of inspected
samples as well as the correlation between actual weight and declared
weight shall be positively applied to a whole lot of Product.
6.3. Defrosting of Product for the purpose of inspection shall be done by
washing out of glazing ice with flowing water of its temperature not higher
than +4° C. The complete thawing^of Rroduct is not allowed. Any complaint
against actual weight of Product may not be laid or accepted, unless
Inspection Statement contains a record about the defrosting process is
made exactly by the way prescribed hereinbefore.
6.4. No complaints against the quality and/or weight of Product may be laid
by the Buyer unless they are proved by an act of inspection of Product,
issued by a survey company of world-wide reputation, and confirmed by
Chamber of commerce of a country of destination.
6.5. Any complaints against the quality and/or weight of Product may be
laid by the Buyer and accepted by the Seller only within 10 (ten)

consecutive days from the date of off-loading of Product in a port of destination.
Clause 7. Terms of Payment
7.1. All payments hereunder shall be made in United states dollars and
accordingly all invoices, calculations and claims hereunder shall be in
United States dollars. Any demands in any other currency may not be
exhibited or accepted.
7.2. The total estimated'price of this Contract is about United States dollars

7.3. The Buyer within five (5) working days of banks from the date of the
Mate's Receipt on the transshipped lot of the Product will remit to Sellers
Bank account 100 (one hundred) percent of an amount of invoice, issued
on the transshipped Product.
7.4. The Sellers bank account will be fixed in an invoice, to be issued for an
appropriate lot of the Product.
7.5. All banking charges for telegraphic remittance shall be paid by the
Buyer.
Clause 8. Taxes, duties, charges
8.1. The Buyer agrees to pay all duties, tariffs, taxes, financial levies, and
other charges relating to or arising beyond Russian-territory from this
transaction or from the sale, purchase, import, possession, or use of the
Product.
Clause 3. Interest
9.1. All sums due to under this Contract must be paid together with interest 17 (seventeen) percent per annum, computed from the date when a payment due until the date of appropriate payment.
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Clause 10. Title. Risk of loss.
10.1. Legal right to, ownership of, right to possession of and control over risk of loss and damage to the Product shall pass to the Buyer immediately before the Product passes upon the bulwark of the transport ship in the shipment area, regardless to the fact whether a Bill of Lading and commercial invoice about the Product are sent to the Buyer or not.
Clause 11. Insurance of Product
11.1. The Buyer shall be fully responsible for insurance of Product for their
account.
Clause 12. Force-Majeure
12.1. As used herein, force-majeure means any act of occurrence of the type described in this Clause reasonably preventing performance by either party of the obligations created pursuant to this Contract. The term force-majeure shall include natural calamities, fire, freeze-up of sea, war or

military actions of any kind, strikes, sabotage, riots, public commotions, act of authorities.
However the term force-majeure does not mean or include any act of occurrence, except those specifically included in this Contract.
12.2. Any party notifying the other of the existence of force-majeure shall
make all reasonable efforts to remove the cause of such force-majeure and
resume their performance hereunder with all reasonable dispatch.
12.3. The parties are released from responsibility for a failure to fulfill
completely or partially th'eir obligations under present contract if it is a
consequence offeree majeure circumstances, described in Item 13.1.
hereof, and if such circumstances directly affect the execution of the
present Contract.
12.4. In case of such force-majeure circumstances, the time for the
fulfillment of the obligations under the present Contract shall be extended
for the period, during which such circumstances last, plus ten working days,
If the performance by the parties their obligations caused by such
circumstances delay last more than one (1) month, then either party shall
have the right to refuse, from further fulfillment of their obligations under this
Contract with a written notice to the other party and in that case neither
parties shall have right to claim compensation of eventual losses from the
other party, except the Buyer shall pay to the Seller for all shipped Product.
12.5. Certificates issued by the Chamber of Commerce in the Sellers and
The Buyers countries shall be sufficient proof of the existence of such
circumstances and their duration.
Clause 13. Arbitration and applicable law
13.1. Any disputes, arising from or in connection with the Contract, or
breach, termination, or validity thereof, which are not settled by mutual
agreement, shall be solely and finally settled by arbitration in Hong Kong, in
English language, before three (3) arbitrators, under Rules of Conciliation
and Arbitration of the International Chamber of Commerce.
13.2. Judgment upon award rendered by the arbitrators may be entered
any court having jurisdiction.
13.3. Any action brought to enforce or interpret this Contract, or any
arbitration proceeding involving this Contract, shall be governed by the laws
of England.
13.4. This Clause about arbitration shall be in any case absolutely
considered as the special agreement between the parties.
Clause 14. Representation and Warranties
14.1. Each party hereby represents and warrants to the other party as
follows: 14. la. It is, as of the date of the Contract, an enterprise duly organized
and validly existing under the laws of (i) for the Seller
and (ii) for the Buyer, with full power and authority
to own its properties and conduct its business.

14.1.b. It, acting on its own behalf, has the full power and authority to
execute and deliver the Contract, and to perform and comply with
provisions contained herein, and the persons signing the Contract on its
behalf have been properly authorized and empowered to enter into the
Contract.
14.1.C. This Contract is duly authorized, legal, valid, and binding
obligation of it enforceable against is according to its term.
Clause 15. Amendments
15.1. This Contract shall not be altered or amended except by an agreement in writing signed by dciTyHuthorized representatives of the parties hereto.
Clause 16. Counterparts and effective date
16.1. The Contract is made in two (2) uniform copies, one (1) copy for each
party, in English language. The Contract may be executed in one or more
counterparts or in facsimile counterparts. Each such counterparts shall be
deemed to be an original copy of the Contract and all such counterparts
shall be deemed to be the same Contract.
16.2. The Contract shall become effective from the date of signature by
both parties.
Clause 17. Other conditions
17.1. From the moment the Contract is signed all previous negotiations
and correspondence concerning it become null and void.
17.2. Neither of the parties has the right to transfer its right and obligations
stipulated in the Contract or in connection with it to, a third party without
written concern of the other party.
17.3. All the information, statements and claims connected with fulfillment
of the present Contract or in connection with it are to be sent by the parties
to each other at the address stipulated in the last page of this Contract only
in written form via courier service, cost prepaid, or via facsimile
communications.
17.4. All the annexes and appendices to the present Contract form an
integral part of the Contract, if they are duly signed by the authorized
representatives of both parties.
Clause 18. Entire Agreement
18.1. This Contract contains the entire agreement between the parties and, except as stated herein, there are no oral promises, agreements, warranties, obligations, assurances, or conditions, expressed or implied, precedent or otherwise, affecting it.
Clause 19. Legal addresses of the parties