You are on page 1of 12

The contracting parties

This Agreement made 24. January 2013 between Santa Inc. , a corporation organized and
existing under the laws of Romania, represented by Mrs. Gaje Laura, acting as a representative
of Santa Inc. hereinafter referred to as << Buyer>>.
And: FamousToys Inc. a corporation organized an existing under the laws of Spain,
represented by Mr. Tom Miller, acting as a representative of FamousToys Inc. hereinafter
referred to as <<Supplier>>
It has agreed as follows:
Recitals
Whereas Supplier designs and builds in Spain toys and that can be used in gifts and
childrens toys. Said toys are listed in the schedule attached to this Agreement and is hereinafter
referred to as the <<Suppliers toys>>.
Whereas Mrs.Gaje Laura which represents Santa Inc. in Romania who has a lot of
knowledge in the toy-selling business. As a result he is able to assist Supplier substantially in
promoting Suppliers toys in Romania.
It has agreed as follows:
Definitions
In this agreement the following word and phrases shall have the following meanings:
Supplier is the person or entity whose offer may be accepted by Buyer, by execution of a
Contract.
The supply means that which the Supplier has to deliver or perform, the nature and the
purpose of which is specified in Contract.
Subcontractors are the persons or entity hire by the Supplier so he can complete the
requirements of the Contract.
Purpose of the Contract
The purpose of this Contract is for the:
- supply of toys in conformance with the specifications stipulated by the Buyer.
- delivery of the toys to a specific place.

Priority of contractual documents


These terms and conditions of purchase and any exhibits hereto supersede any other terms
and conditions of sale of Supplier. Acceptance by the Supplier is limited to Buyers terms and
conditions.
Extend of supply
The Supplier shall supply and deliver to Santa Inc. in Romania one hundred toys model
Barbie Princess ( the color of the dress pink, blonde hair, plays music, talks, walks) in
accordance with the specifications stated by the Buyer. The total price is 30.000 euros.
Delivery period
The items ordered by Santa Inc will be transported by truck in lots of 100 toys.
The transport of 100 toys must be delivered within thirty (30) calendar days after the
supplier has been notified of award. The items are to be transported by trucks hired or loaned by
the Supplier.
Transport
If specifically requested by the Buyer, the Supplier, without liability on his part, and as an
agent for the purchaser shall arrange for truck transport and procure, for the benefit of the Buyer
full insurance coverage. The Supplier shall undertake all manufacturing, packaging, handling,
shipping and storage risks and costs.
The Supplier shall select the method of transportation in accordance with truck transport in
force at the time, arrange truck and war risk insurance.
Price validity period
The price for the products purchased hereunder shall be the price appearing on the exhibit
hereto. Such prices shall remain in effect during the term of this agreement. If during the term of
this agreement, reduced prices are put into effect by mutual agreement, such reduced prices shall
apply to orders placed on or after the date mutually agreed. Supplier warrants that the prices
charged for the products purchases hereunder are equivalent to prices charged to other similarly
situated customers for similar quantities of products of like quality.
The price for one toys is 300 euros. As specified above the total price is 30.000 euros.

Price contents
It is understood that the prices indicated on the Buyers purchase order do not include any
sales, use, exercise, other taxes or charges payable to state or local authorities. Supplier will
include such state or local taxes and fees in his invoices, to extent that to the best of Suppliers
information, knowledge and belief they are applicable to this sale.
Payment
Unless otherwise set forth in Suppliers price estimate, payment shall be made in E.U.
euros against in irrevocable letter of credit established by the Buyer in favor of Seller at the time
the parties enter into a purchase agreement. Such letter of credit shall be for 100% of the quoted
price plus any estimated price adjustments. The form and contents of the credit shall be
satisfactory to Supplier in all respects and shall be confirmed by a bank acceptable to Supplier.
The letter of credit shall further provide for payment of termination charges, which in the event
of termination of the purchase agreement shall be paid, within ten days from receipt of the
invoice signed by Supplier stating that the purchase agreement has been terminated in
accordance with its terms. Such letter of credit shall remain in full force and effect until all
payments due under the purchase agreement has been made.
All expenses incurred in connection with the opening and operation of the letter of credit
as well as any other bank charges incurred in making payment to Supplier shall be for the
account of the Buyer.
Price increases
Supplier shall establish prices for its products in accordance with the Suppliers catalogue.
Yearly prices increase will be limited by the variation of the national material and labour indexes.
Late charges
If payment is not made in accordance with the terms of the purchase agreement a late
charge of 3% of the amount owning per month or fraction thereof of the late payment shall
without waiver by Supplier of its rights to immediate payment be added to the account of Buyer.
Transfer of title and risk of loss
All items will be delivered by trucks to the headquarters of Santa Inc. in Romania in
accordance with the safe transport terms.

Contractual warranties
Independent of all customary and statutory warranties the Supplier must give the Buyer
warranties which cover specifications, performance and output resulting from provisions detailed
in the contract. The terms of warranty execution are as follows:
General
Irrespective of conflicting requirements in the Contract the Supplier must comply with
contractual warranties given to the Buyer during the period of four (4) months starting from the
effective day of provisional acceptance of the whole system or sub-system in which the toys
covered by the contract is incorporated. Until the expiration of the warranty period the Supplier
must carry out as its sole expense, in the shortest time, all repairs or modifications for the
purpose of maintaining the specifications, performance and output which are guaranteed to the
Buyer.
If the Supplier does not comply with the provisions specified above the Buyer reserves the
right to have these obligations fulfilled by a third party at the expenses and liability of the
defaulting Supplier. Expenses as a result of normal wear and tear of the toys during the period of
warranty are borne by the Buyer.
Extension of warranty
If during the contractual warranty period the existence of a defect is revealed and this
defect is Suppliers responsibility such contractual warranty period shall be extended by the
numbers of days equal to the number of days the product was out of service as a result of the
defect.
However if it is necessary to remedy such defect any new toys given to replace the defective
cars and components will then be subject to a new contractual warranty period starting from the
day of entry to service. All parts replaced which are results of the abnormal deterioration, a break
or a defective functioning of the toys are especially warranted.
Costs borne by Supplier as a result of contractual warranty
The Supplier is exclusively liable for all expenses needed to successfully complete all repairs,
modifications or adjustments needed to maintain the performance, specifications and output
guaranteed:
-irrespective of the work which he must do in order to disassemble and reassemble toys on
site, as well as any road trip transport between the site where they are available and construction
or repair workshops.
-and whatever the type of expenses undertaken for the supply or transport of materials and the
salaries and travelling expenses of personnel in connection therewith. Costs arising from

abnormal use or deterioration due to either negligence or faulty supervision or maintenance or


mishandling which are attributable to other than the Supplier and/or his sub-contractors are
excluded from the costs which must be borne by the Supplier.
Insurance
Buyer indemnifies and holds harmless the Supplier and shall obtain from store owner
where the toys will be situated written assurance satisfactory to Supplier that owner indemnifies
against and holds harmless Supplier from any claim, liability or expense (including attorneys
fees and costs) which Supplier may incur to any person or entity, whether based of the claim of
negligence on the part of Supplier or any other cause whatsoever for personal injury(including
death) or property damage including but not limited to loss of, loss of use or damage, whether of
site or off-site arising out of or resulting from toys furnished and/or service performed under the
Purchase Agreement or any use thereof, or from any cause whatsoever.
Buyer waives and will furnish written evidence that insurers of Buyer waive all rights of
recourse and subrogation against Supplier. This waive shall be in a form acceptable to Buyer.
Limitation of liability
Except for fraud or willful misconduct by Supplier, neither Supplier nor its sub-contractors
will be liable to Buyer whether in contract, in tort, under any warranty, for any special, indirect,
incidental or consequential loss or damage whatsoever, or for loss of use of toys or cost of
capital, loss of profits or revenues or the loss of use, thereof cost of purchased or replacement
power or claims of customers of Buyer. The remedies set forth herein are exclusive and the total
cumulative liability of Supplier under the Purchase Agreement or any act or omission in
connection therewith or related thereto, whether in contract, in tort, under any warranty, or
otherwise, will be limited to the price of item of toys on which such liability is based.
In all cases where Buyers claim, whether in contract, in tort, under any warranty or
otherwise arises out of or is in connection with the sale, delivery, or use of defective toys under a
Purchase Agreement, or damage resulting therefrom, Buyers exclusive remedies and Suppliers
sole liability shall be limited to those specifically provided in this Agreement.
Confidentiality
Supplier may have a proprietary interest in information that may be furnished pursuant to
the Purchase Agreement. Supplier must keep in confidence and will not disclose any such
information which is specifically designated to Buyer as being proprietary to Supplier without
the prior written permission of Supplier. The provisions of this paragraph shall not apply to
information notwithstanding any confidential designation thereof, which is known to Buyer
without any restriction as to disclosure or use at the time it is furnished, which is or becomes

generally available to the public without the breach of any agreement, or which is received from
a third person without limitation or restriction on said third party at the time of disclosure.
Supplier also has a proprietary interest in this Agreement, the proposal, and the Purchase
Agreement. Accordingly, these documents will not be disclosed in whole or in part to third
parties without the prior written permission of Supplier.
Patent infringement
With respect to all items furnished by Supplier to Buyer except those manufactured
pursuant to Buyers specifications, Supplier shall hold harmless Buyer, its agents, successors and
assigns from all costs, losses, damages and liabilities, which may occur due to patent
infringement or alleged patent infringement by use or sale. Supplier shall at his own expense
defend all claims, suits and actions against Buyer. Buyers agents, successors and assigns
provided Supplier is notified not later than forty (40) days after Buyers receipt of notice of the
institution of any such suit or claim. If any item infringes any patent and Buyer is restrained from
use or sale, Supplier will, at its option and its expense:
(i) procure the Buyer the right to use or sell the item, free from any liability for patent
infringement.
or
(ii) modify or replace the item with a non-infringing product, otherwise complying with all
requirements of this Agreement.
Delayed performance
In the event that delivery of toys will be delayed by more than ten (10) days beyond the
acknowledgment delivery date for causes not deemed excusable the following remedies will
apply.
Buyer has the right to defer payment of Suppliers invoice for the delayed toys by a period
equal to the time of delivery delay without waiving Buyers right of deducting any applicable
cash discount.
Buyer has the right to deduct from Suppliers invoice an amount of 0.03 percent per day
from the 11th to 30th day of delay and of 0.3 percent per day from the 31 st day of delay, not
exceeding an amount of five(5) percent of the value of such delayed toys.
Force majeure
Supplier shall not be held responsible for any delay or failure of performance hereunder
caused by acts of God or other causes beyond Suppliers control and without Suppliers fault or
negligence. If such contingency occurs the Buyer may elect to: (a) terminate this agreement or

any part hereof as to toys not delivered, (b) suspend this agreement in whole or in part for the
duration of the delaying cause, buy elsewhere toys to be purchase hereunder and deduct from
any commitment the quantity purchased elsewhere, or (c) resume performance hereunder once
the delaying causes ceases with an option to extend the time for performance hereunder up to
the length of time the contingency endured.
Acts of God will be considered: natural disasters (hurricanes, fire, floods etc.), strikes or war
Termination
Should Supplier fail to perform any of the terms and conditions of this Agreement and fail
to remedy such failure within twenty (20) days after received of notice from Buyer, or within
such longer period as may be mutually agreed upon, except the case of excusable delay, Buyer
shall have the right to terminate this agreement in whole or in part and may consider such failure
as a breach of contract and shall further be relieved from accepting any undelivered terms.
Buyer expressly retains all its rights and remedies provided by law in the case of such breach and
no action by Buyer shall not constitute a waiver of any such right or remedy.
Settlement of disputes
All disputes arising in connection with the present contract shall be finally settled under the
Rules of Conciliation and Arbitration of the International Chamber of Commerce by five
arbitrators appointed in accordance with the said rules. Notice of arbitration shall be given to the
party to whom demand therefor is addressed. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction or application may be made to such
court for a judicial acceptance of the award and an order of enforcement as the case may be.
The location of the arbitration shall be Bucharest and the arbitration shall be held in English
according to the law of Romania, unless the parties mutually agree otherwise.
Performance under this Agreement shall continue if reasonably possible during any
disagreement or arbitration proceedings and no funds payable to either party under this
Agreement shall be withheld on account of such disagreement or proceedings.
Commencement and term
This agreement is for a period of one year, as from the execution hereof by both parties and
shall be automatically ended when the toys is delivered and the warranty expires

Execution
In witness whereof this agreement has been executed this 24 th day of January 2014, in
Bucharest.
By: Mrs. Gaje Laura
Title: Director
Witness: Mrs. Bodea Mariana
Title: Secretary
Company name: Santa Inc.
Signature:

And: Mr. Tom Miller


Title: Director
Witness: Mr. John Stuart
Title: Secretary
Company name: Famoustoys Inc.
Signature:

Governmental authorizations
The Supplier will if requested by Buyer, and upon receipt from the Buyer of all necessary
information assist Buyer in applying for any required export licenses for the toys ordered. The
Buyer shall be responsible for any required import licenses and for all dealings with
governmental authorities. The obligation of the Buyer to pay for the toys shall not in any matter
waived by the delay or failure to secure or renew, or by the cancellation of any required export
and import licenses.

Assignment
The Supplier shall not assign the Contract or any part thereof or any benefit or interest therein
or thereunder without the prior written consent of the Buyer.
Waiver
The failure of either party to enforce at any time any of the provisions of the Purchase
Agreement or to require at any time performance by the other party of any of such provisions,
shall in no way be construed to be a waiver of such provision, nor in any way to affect the
validity of the Purchase Agreement or any part thereof, or the right of either party thereafter to
enforce each and every provision.
Modification
No waiver, modification, or amendment of any of the provisions of the Purchase Agreement
shall be binding unless it is in writing and signed by a duly authorized representative of the
party to be bound thereby.
Headings
The headings used in the Purchase Agreement are not to be construed as modifying, limiting
or expanding in any way the scope or extent of the provisions in the Purchase Agreement.
Language of the contract and units of measurement
The official language to be applied to all verbal and written exchange between the parties
shall be the English language.
No document shall be contractually binding if it is not submitted in English, except when
otherwise specifically agreed upon by the parties.
All engineering information shall be furnished using the international system of
measurement.
Taxes
The Supplier will assume the payment of all taxes, duties, tariffs, fees, imposts, excise or
other taxes imposed by any other taxing authority in Spain and Romania.
All present and future taxes, duties, tariffs, fees, imposts and other changes including but not
limited to income, excise, import, purchase, sales, use, turnover, added value, consular, gross
receipts, gross wages and similar assessments imposed by Buyers government (or the
government of any country through which the toys must pass en route from the country of origin
through to the country of destination), or any subdivision taxing authority, or agency therein with
respect to a purchase agreement or the subject matter thereof shall be the obligation of the Buyer.

To the extent legally possible, Buyer shall obtain from such agencies a valid exemption on behalf
of Supplier or its subcontractors from the payment of any and all such taxes and charges. In the
event such exemption cannot be legally obtained and Supplier or subcontractors are required to
remit such taxes or charges directly to such taxing authority or authorities, such remittances shall
be for the account of Buyer and are payable upon submission of Suppliers invoices.
Notifications
Any instructions, directions and notices between the parties shall be in writing addressed
either by hand or by mail to the authorized representative of the receiving party or at the address
of that party as shown on the form of Agreement or any new address of which the other party has
been given written notice. In any event, any notice from Supplier shall be addressed in writing to
the Buyer designated representative at the following address: country Romania, Bihor county,
city of Oradea, Aluminei nr. 37 B.
Such instructions, directions and notices shall be deemed to have been received of the date
on which receipt should have taken place in the normal course of the post.
All important documents shall be delivered by hand or dispatched by registered post.
Registration
All expenses and registration fees, if any, imposed by law shall be borne and paid for by
Supplier.
Condition precedent
This agreement shall become effective as of the date of issuance of a documentary credit on
the condition that such documentary credit would be issued at the latest six months prior to the
date of contractual delivery.
Modifications
Any modifications to toys whether proposed by Supplier or Buyer shall not be permitted
unless there is an amendment in writing of the Purchase Agreement signed by both parties except
that Supplier may make modifications to the toys without agreement of or compensation from
Buyer if such changes shall not adversely affect its warranty or the term of delivery.
Approval of Supplier
Buyers approval of the Supplier takes into account inter alia that at the time of giving such
approval, it appears that the Supplier will be in a position to perform all of its obligations
throughout the period of the Contract.

Such approval is given on the basis of Buyers appraisal of the Supplier pertaining to the
following:
-financial status and independence;
-legal and financial ties with other legal persons;
-technical production facilities, methods and capability to comply with the quality assurance
procedures applicable to the subject in order.
Subcontracting
The Supplier may subcontract the whole part of the performance of the Purchase Order to
Subcontractors provided that the Supplier shall be fully responsible for the works of its
Subcontractors as for the works of the Supplier itself. Such subcontracting shall not release the
Supplier from any of its obligations hereunder.
The technical and administrative clauses specified in the order, in particular those
concerning Quality Assurance, inspections and tests shall be all included in all supplies Purchase
Orders to Subcontractors when appropriate.
The Supplier shall be responsible for approval and maintaining of approval of its
Subcontractors and shall inform the Buyer of the result of any such Subcontractors examination
attaching all supporting documents.
The list of foreseen subcontractors shall be subject to Buyers approval. The names of the
Subcontractors and the corresponding scope of supply and services shall be specified in the
Purchase Order, except for minor and non-classified components for which the approved
Subcontractors names and scope will be specified by Supplier in due time before implementation
of such subcontracting.
The Supplier undertakes to enable the Buyer or its representatives to perform inspection and
surveillance in its Subcontractors offices in the same manner as in its own offices.
Warehousing or storage
The Buyer reserves the right to postpone the delivery of any toys notwithstanding the fact
that such toys are complete and ready for dispatch.
In such event, the toys shall be stored in a safe and secure place at Suppliers factory or
warehouse and covered by an appropriate insurance with a recognized insurance company.
Any insurances costs and storage charges shall be for Suppliers account provided delivery
is postponed by a period not exceeding 3 months. Beyond such period the parties shall meet to
agree on any other appropriate conditions.

Without in any way limiting Suppliers responsibility with respect to the delivery date
specified in the Contract, any delivery postponed by Buyer shall not subject Supplier to penalties
for delay, if any, nor affect the payment provisions.
Security
Supplier shall furnish such performance bond or other security, at the time, in such a form
issued by such surety (bank or insurance company) and in the amount Buyer may require or
approve pursuant to other provisions of the agreement.
Quality assurance
Supplier agrees to maintain a quality assurance programme for toys supplied hereunder in
accordance with the requirements of the current revision of Supplier quality assurance
requirements document.
Ownership of documents
All materials and documents prepared or developed by Supplier or its employees,
representatives or subcontractors, in connection with the work, including all designs, data,
drawings, plans, specifications, calculations, reports, models and samples shall become the
property of the Buyer, and may not be used for any purpose other than the work without Buyers
prior written approval.
Supplier agrees to return to Buyer upon request all documents and data furnished by Buyer
for the performance of the Contract and shall not retain or duplicate copies thereof without
Buyers knowledge and approval.
If materials and documents prepared by Supplier or its Subcontractors for the work contain
technical information or <<know-how>> of a proprietary nature, the proprietary rights to such
information or <<know-how>> shall be protected as both parties may agree. However, should
any such proprietary information or <<know-how>> be required by the Buyer, for any purpose,
Supplier shall release and provide without any restriction such proprietary information or
<<know-how>> under such terms as the Buyer may impose.
Final acceptance
Upon the expiration of the Maintenance Period as defined above and provided Supplier
submits his request for Final Acceptance provided however that all defects have been remedied
and corrected.
If Final Acceptance is delayed due to the Buyer by a period in excess of three (3) months
and that as a result of such delay, Supplier should incur additional costs, the Buyer shall
reimburse such additional costs to the extent that they are direct costs and provided Supplier
furnishes to the Buyer all justification for such costs.