for the manufacture and installation of products
for the manufacture and installation of products
____ _________ 201_ р.
__________________, which is a taxpayer for profit on the general grounds provided for by the Tax Law of Ukraine (hereinafter referred to as the Customer), represented by Director of _________________, acting on the basis of the Statute, on the one hand, and
___________________ (hereinafter referred to as the Performer), in the capacity of Director __________________, acting on the basis of the Statute, on the other hand (collectively, the Parties, and each separately, the Party) concluded this agreement (hereinafter referred to as the "Agreement") on the above lower.
TERMS Works (services) - works (services) for the manufacture and installation of products, a list of which is specified in the annexes to this Treaty.
Products - products, the list of which is indicated in the annexes to this Agreement.
The order for carrying out of the Works - is a document confirming the receipt of the approval of the necessary authorities for the installation of advertising / advertising media. The Contractor agrees and receives the Customer at his own expense for the carrying out of the installation works.
1.SUBJECT OF THE CONTRACT
1.1. The Contractor undertakes to perform the Works on the manufacture and installation of Products (the "Works") on the instructions of the Customer, and the Customer undertakes to accept and pay the cost of such Works.
1.2. Terms of Performance of Works, conditions for their payment, estimates, draft designs, products, specifications, etc., if necessary, shall be signed by the Parties and attached to this Agreement and shall form an integral part thereof (hereinafter referred to as the Annex).
2.TERM OF CONTRACT
2.1. This Agreement shall come into force from the date of its signing by the Parties and shall expire on December 31, 2018, and shall be renewed for each subsequent calendar year, unless one of the Parties declares its intention to terminate one month before the date of expiry of the Agreement. The number of extensions is not limited
3. OBLIGATIONS AND THE RIGHTS OF THE EXECUTOR
3.1. The Executor undertakes to ensure the manufacture and installation of the Products during the term specified in the annexes to this Agreement.
3.2. The products are made from the materials of the Performer.
3.3. The Contractor shall begin to install the Products only upon receipt of the permission from the Customer to place the object of advertising or other permission documents for the placement of the Products and the order for the installation works or after receiving from the Customer the letter that the installation works are requested by the Customer without the corresponding permit or order to carry out the Work and that the Customer assumes responsibility for the work of the Work without obtaining such a permit, and also undertakes to compensate the Contractor and the third person for the damage caused in the absence of permission.
3.4. An executor has the right to involve third parties for the purpose of full or partial fulfillment of their obligations under this Agreement, subject to the obligatory agreement of such persons (subcontractors) with the Customer. In this case, the Contractor shall be liable to the Customer for the actions of third parties.
4. DUTIES AND RIGHTS OF THE CUSTOMER
4.1. The Customer undertakes to pay the Performed Works in the terms specified in the appendices to this Agreement..
4.2. The Customer undertakes to provide the Contractor with technical information about the place of installation, in particular, the drawings of the installation sites (projects, plans, sections, sections, etc.), not later than two working days from the date of signing the relevant annex to the Contract.
4.3. The Customer undertakes, if necessary, to provide the Contractor with vector file logos and corporate fonts, as well as files for digital full color printing in accordance with the requirements of the Contractor no later than two working days from the date of signing the relevant annex to the Agreement.
4.4. The Customer undertakes, if necessary, to agree on the drawings and / or drawings provided by the Contractor not later than two working days from the date of signing the relevant annex to the Contract.
4.5. The Customer undertakes to provide the Contractor with an area for the installation of the Works not later than one working day before they begin, namely:
• freeing installation site from unauthorized equipment, devices, any other property and people;
• Provide temporary supply of power supply to the installation site with voltage 220V, power up to 5.0 kW;
• to ensure the preservation of products that are mounted at night from 18.00 to 9.00 and during non-working days for the period of installation;
• provide a stationary supply of power to the installation site for the operation of the Products plus 3m (to the distribution box of the necessary equipment / Products) in accordance with the specifications of the Contractor;
• to provide an order for the installation of works, if its receipt is stipulated by the current legislation;
• during the installation of the Works, it will take more than two business days to provide the Contractor with premises for temporary storage of the tool, mounting equipment, and also the replacement of the assembly brigade. Ensure the security of this room at night from 18.00 to 9.00. and in non-working days.
5. PRICE AGREEMENT, PROCEDURE OF CALCULATION AND ACCEPTANCE OF WORKS (PRODUCTS)
5.1. he price of the Contract is the cost of the Works provided for in this Agreement in accordance with all its annexes and invoices.
5.2. The reason for the calculation is the invoice, which is provided by the Contractor to the Executor.
5.3. In case of necessity, the Customer sends (by fax, by e-mail) to the Contractor a copy of the power of attorney to the authorized representative of the Customer, no earlier than 1 business day before the scheduled date of acceptance of the Works / Products. The original power of attorney is transferred at the acceptance of Works / Products. The power of attorney is executed improperly, without specifying all necessary data / requisites, the Executor is not accepted, and the date of completion of work is postponed until the Customer duly executed power of attorney.
5.4. Two copies of the Acceptance Act for the transmission of completed Works are prepared and signed by the Contractor and transmitted directly to the Customer or sent to him by a registered letter with a notification of delivery.
5.5. The Customer undertakes to sign the Acceptance-Transaction Act of the Performed Works or provide in writing a reasoned claim, remarks to the performed Work within 3 (three) business days from the moment the Works are completed and the Act of Acceptance is submitted - the transfer of the performed Works, and the Contractor undertakes for his account and in time agreed with the Customer to correct the deficiencies, if any arising from his fault.
5.6. If the Customer has not signed the Acceptance Certificate for completed Works and has not sent the Contractor comments on the work performed, in accordance with this Contract, the Works will be deemed executed by the Contractor in full and qualitatively and subject to payment. In this case, the Act shall be deemed to be signed unilaterally.
5.7. The work is paid by the Customer as follows: prepayment in the amount of 100% within 3 (three) days from the date of invoice. The customer may be paid early. The parties can agree on another term and payment order specified in the specification (application or supplementary agreement) or invoice.
In case of violation by the Customer of payment terms for previously executed Works and outstanding debts under this Agreement, the following Works are executed only on conditions of 100% prepayment, until full repayment of the debt.
5.8. Due to the fact that the Executor uses imported equipment, raw materials, components, consumables, etc., the cost of Works (products), and accordingly the price of the Contract, are associated with the commercial rate of Ukrainian hryvnia to the US dollar in the Interbank Currency Market of Ukraine (hereinafter IUU). Therefore, if the payment of Works (products) under this Agreement is carried out with a delayed payment, in case of a decrease of the commercial hryvnia exchange rate against the US dollar in the Interbank Currency Market of Ukraine (hereinafter - the IIRU) from the date of the signing by the Parties of an act of acceptance-transfer of completed Works or an expense the Contractor has the right to increase the cost of the Works not previously paid by the Customer for the performed Works, except for the amount of the paid advance, according to the formula:
So = A + (Sn / K1) * K2, where
A - advance payment (the first part of the payment, if such payment was made);
So - the cost of the work, taking into account the correction due to the change in the US dollar exchange rate on the IUD;
Sn - the cost of the Work on the day of the signing by the Parties of the act of acceptance of the completed Works or bill of lading without taking into account the advance payment (A);
К1 - the average rate of sale of hryvnia against the US dollar on the IGBT fixed at the time of the closing of the trading session on the day of the signing by the Parties of an act of acceptance-transfer of executed works or an expenditure bill, published on the Internet at
К2 - the average rate of sale of hryvnia against the US dollar at the IUU fixed at the time of the closing of the trading session on the day of full payment of the works (products), published on the Internet at
In case of an increase by the Contractor of the cost of the works (products) performed on the above grounds, the Customer is obliged to pay such increased value of works (exchange rate difference) on the basis of the additional account of the Contractor, within 3 banking days after receipt. Such a change in the amount of payment is not considered a change in the cost of works (products) and does not require the conclusion of an additional contract.
6. RESPONSIBILITIES OF THE PARTIES
6.1. If the work of Works (products) under this Agreement is paid in the form of prepayment, then for violation of the Contractor's terms of performance, he pays the Customer a penalty in the amount of 0.1% of the cost of untimely Performed Works (products) for each day of delay.
6.2. If the Payment of Works (products) under this Agreement is carried out with a delayed payment, in case of violation by the Customer of the term of payment for the performed Works (products), the Executor has the right to charge a penalty from the Customer in the amount of the double interest rate of the NBU, which acted in the period for which the fine is levied, of the amount of the debt, while the charge of such a fine shall be suspended twelve months from the day when the obligation was to be fulfilled. In case of violation by the Customer of the term of payment for the performed Works (products) for more than 10 days, the Contractor has the right to charge the Customer, except for the fine, a fine of 10% of the amount of the debt.
6.3. If the payment of Works (products) under this Agreement is carried out with a delayed payment, in case of violation by the Customer of the term of payment for the performed Works (products) for more than 10 days, the Contractor has the right on the basis of Art. 625 of the Central Committee of Ukraine to collect from the Customer the amount of debt, taking into account the established inflation index for the entire time of delay, as well as 3% (three) percent per annum from the overdue amount.
6.4. The Contractor shall not be liable to third parties for the content of products manufactured under this Agreement, including the original layout, text, graphic representation, color combination, etc.
7. PROCEDURE FOR SOLVING DISPUTES
7.1. All disputes between the Parties are resolved through bilateral negotiations.
7.2. Disputes in which no agreement was reached are considered in accordance with the legislation of Ukraine.
8. ADDITIONAL CONDITIONS
8.1. If necessary, additional work not specified in this Agreement, the Parties agree the list / conditions of performance of additional Works in the annexes to this Agreement.
8.2. The parties have agreed that the terms of this Agreement constitute commercial secret and are not subject to disclosure.
8.3. All materials, their characteristics, sizes, technical solutions, values, color, or other parameters are not taken into account / not specified in this Agreement and in the Annexes are used on the basis of the applicable norms for this type of Products and are chosen at the discretion of the Contractor and can not be the reason for the statement of claim by the Customer.
8.4. In case of non-fulfillment by the Customer of his obligations, the term of the work of the Works shall be increased by the corresponding number of days.
8.5. In the event that the implementation of the Agreement requires the sending of the Contractor's employees for the purpose of performing the Works under the Contract, a document confirming the connection of such business trip with the main activities of the Contractor is an Act of Performed Works, which is an integral part of this Contract.
9. THE RIGHTS OF INTELLECTUAL PROPERTY
9.1. If the Contractor, at the request of the Customer, performs the Works (manufactures the product) in accordance with the requirements of the latter, the Customer guarantees that such requirements do not violate the rights and lawful interests of third parties. If necessary, the Customer is obliged, at the request of the Contractor, to provide the relevant documents confirming the Customer's right to use the registered trademark (mark for goods and services) and other objects of intellectual property.
9.2. In case of providing the Customer with a finished design project, a layout, etc., for the fulfillment of the Works stipulated by this Contract, the Customer guarantees that the use of such a design project or layout does not violate the intellectual property rights of third parties. The customer is responsible for the content of the imprinted image on the results of the Works, which was performed in accordance with its requirements.
10.1. The Parties agreed that the fact of the projects and cooperation of the Parties, any material, information and information contained in this Agreement, and also relating to this Agreement, are confidential and may not be communicated to third parties without the prior written consent of the other Party, except as provided for the current legislation of Ukraine and this Agreement.
10.2 The Executor undertakes to keep the confidentiality of any information and materials provided to him by the Customer for the performance of Works performed during the period of this Agreement.
10.3 An Executor undertakes to provide information only to personnel directly involved in the performance of Works under this Contract and / or subcontractor personnel in the event of the involvement of a subcontractor for the performance of Work in accordance with this Agreement and to oblige him to comply strictly with the provisions of this section.
10.4 The Confidential Information is not a photo and video material that was created and / or received by the Performer during and (or) as a result of the performance of the Works under this Agreement.
10.5 The Customer agrees that the Executor has the right to distribute and place free of charge photo and video materials that do not contain confidential information on their site in social networks on the Artist's page and (or) use them for advertising purposes solely for the purpose of promoting their services and only after transfer of results to the Customer.
11. FORCE MAJOR
11.1 The terms of fulfillment of Works under this Agreement may change in the event of unfavorable circumstances for the performance of the Works of circumstances:
• natural disasters, strikes, hostilities, civil disturbances;
• change of the legislation of Ukraine, normative and subordinate acts;
11.2. The lines of assembly work may be carried over due to adverse weather conditions, namely:
• heavy rains, heavy snowfalls, icing;
• severe frosts (air temperature below -20 degrees Celsius);
• strong winds (over 14 m / s).
11.3. The specified adverse circumstances automatically extend the term of fulfillment of obligations under this Agreement at the time of their operation.
12. GUARANTEED LIABILITY
12.1. The Executor guarantees the quality of the completed Works (results of the Works), and the possibility of exploiting the results of the Works during the warranty period.
12.2. The warranty period is 1 (one) year from the date of the signing by the Parties of the Acceptance Certificate of the performed Works, unless another warranty period is established by the Parties in the respective Acceptance-Transmission Act of the Works performed.
12.3. The beginning of the warranty period is the date of signing by both Parties of the Acceptance-Transmission Act of the Works performed.
12.4 The warranty period continues for the period during which the results of the completed Works could not be used as a result of the revealed defects (defects), the responsibility of which is borne by the Contractor.
12.5 The Contractor shall be responsible for the defects (defects) found in the completed Works during the warranty period, unless he proves that the deficiencies noted are not due to his fault.
12.6. If the Customer detects defects (defects) during the warranty period, he is obliged to inform the Contractor in writing, adding to such a message the photo of the detected defects (defects) and invite him to draw up the relevant Act on the procedure and timing of elimination of the revealed defects (defects). If the Representative of the Performer does not appear for the purpose of drawing up this Act at the place of performance of the Works within 7 (seven) working days, it is considered that the Contractor has refused to draft this Act.
12.7. If the Contractor has refused to participate in the drawing up of the Act, the Customer has the right to independently draw up such an Act involving the design organization and / or independent experts / specialists, expert organizations and send it to the Contractor, and the Contractor is obliged to fully compensate the Customer for the costs associated with the engagement project organizations and / or independent experts / specialists, expert organizations.
12.8. The Executor is obliged to eliminate the identified defects (defects) in the order and terms defined by the Act on the procedure and timing of elimination of the identified defects (defects).
12.9 In case of refusal by the Performer to eliminate identified defects (defects), the Customer may eliminate them on their own or with the involvement of third parties at their discretion. In this case, the Contractor is required to fully compensate the Customer for the elimination of these shortcomings.
12.10 If there is a dispute between the Customer and the Executor regarding the elimination of defects (defects) or their causes, an independent examination may be conducted at the request of either Party. The financing of the costs associated with conducting such an examination shall be borne by the Parties to the Agreement in equal shares.
12.11. The Contractor shall not be liable for the warranty obligations in the following cases:
• when during the warranty period disassembly, maintenance is carried out by representatives of the Customer or a third party;
• presence of signs of violation of the integrity of seals or other signs of unauthorized interference, non-compliance of seals, damage to them, tampering, breakage.
transfer to another place of the manufactured Products without the consent of the Contractor;
• violation of operating rules;
• unlawful and other actions of third parties, including careless ones;
• natural disaster, confirmed by the relevant certificate of the Ukrainian Chamber of Commerce and Industry, which resulted in the destruction of the manufactured Products or the loss of its original appearance.
13. MISCELLANEOUS 13.1. This Agreement is made in two originals having the same legal force, one for each CONTRACTING PARTY.
13.2. All amendments and additions to this Agreement and its additional agreements are accepted only by mutual agreement of the Parties and become valid after their written registration and signing by the Parties.
At the same time, changes made to this Agreement, or corrections in its text, are valid only upon the signature of the Parties affixed by their seals.
14. DETAILS OF THE PARTIES