The Federal State Unitary Enterprise “...............................”, Moscow, Russia, hereinafter referred to as the “Supplier” (Licencer), on the one hand, and President of the Republic of India, represented by the Joint Secretary (Air), the Ministry of Defence, the Government of India, hereinafter referred to as the “Customer” (Licencee), on the other hand, in conformity with the Agreement between the Government of the Russian Federation and the Government of the Republic of India on Licence Production set-up of ............ aircraft in India dt. ........................ have concluded this General Contract on the bellow following:
Article 1
Subject of Contract
1.1. The Supplier shall grant to the Customer the Licence for the production of ..... aircraft articles being part of the aircraft. The Articles for which the Licence is granted and the quantity of Articles to be required for production of both 1 aircraft and ...... aircraft shall be indicated in Annexure No. 1 to this Contract.
The Supplier shall transfer to the Customer Licence Technical Documentation (LTD) for Licence Articles in the nomenclature and quantity as per Annexure 2 and 4 to this Contract.
The Cost of Licence Documentation shall make 362 235 000.00 (three hundred sixty two million two hundred and thirty five thousand) US Dollars on terms of “FCA – Supplier’s Airport”.
Should the Customer request for the increase of the production of Licence Articles over the quantities necessary for production of 160 aircraft, the Sides shall discuss and agree upon this matter and the amount of the additional Licence Fee to the Supplier.
1.2. The transferred Licence Technical Documentation shall provide a possibility for the Customer to manufacture Su-30MKI aircraft with flight performance and in composition indicated in Annexure No. 3 to this Contract.
1.2.1. For non-Licence Articles being part of the Licence ones the Supplier shall transfer as constituent of the LTD the Documentation for the functional test and Documentation for their installation.
1.2.2. The Supplier shall not transfer Technological Documentation and the Customer shall not master the production of:
- at Lucknow Division, HAL – forging, stamping and foundry as well as production of Articles from non-metals;
- at Korwa Division, HAL – foundry, stamping and blanking as well as production of Articles from non-metals;
- at Hyderabad Division - foundry, stamping and casting as well as production of plastic and rubber Articles and printed circuit boards.
1.2.3. The Supplier shall not transfer Documents for manufacture of standardized Articles, Articles of General Industrial Application (electric motors, electric lamps, radio Articles, cables, ball bearings, etc.), as well as materials, semifinished Articles and agents being part of Licence Articles and materials used for manufacture of Licence Articles.
1.2.4. The Supplier shall not transfer to the Customer Technological Documentation for the production of the simplest Articles (washers, gaskets, bushes, screws, bolts, nuts, etc.) being part of Licence Articles. The Customer shall independently master the technology of manufacture of the simplest Articles against Design Documentation transferred by the Supplier.
1.3. The Supplier shall render to the Customer Technical Assistance in Licence Production set-up of ..... aircraft at the Divisions of “HAL” Corporation.
For that:
Under separate Contracts the Supplier shall:
- deliver Technological Kits of Licence Articles against various Phases of Technological readiness;
- deliver Technological Support Means for Licence production and transfer Drawings for the production of tooling, special tools, non-standardized equipment which the Customer shall manufacture independently as well as Completing Articles and materials for their production;
- design and transfer to the Customer Technological Part of Project Report for reconstruction of the Customer’s enterprises;
- render assistance in carrying out long-term and type testing of Licence Articles with the application of extra technological kits and non-standardized equipment;
- depute specialists to render assistance in installation, adjustment and putting into operation of the equipment delivered by the Supplier, in mastering the production technology of Licence Articles by the Customer’s specialists, in manufacturing Licence Articles by the Customer’s specialists, manufacture of tooling, special tools and non-standardized equipment by the Customer’s specialists to ensure design and technological provision and author’s supervision, collecting initial data and preparing jointly with the Customer’s specialists Design Assignment, defending Technological Parts of Project Reports, dividing deliveries;
- adapt Technological Documentation for the Licence Articles;
- receive the Customer’s specialists in Russia for consultations and vocational training for Licence Production of Articles for ..... aircraft;
- to provide for the Licence aircraft operation at the Customer’s fly units the Supplier shall deliver to the Customer Group Sets 1:10, 1:30, Ground Handling Equipment, Ground Control Means, Technical Aid Kits, adapters, suspensions and ........... Training Class against a separate Contract.
1.4. The Supplier shall reserve the right to deliver Licence Articles to the Republic of India as readymade Articles.
1.5. The Customer shall not be entitled to manufacture at the territory of the Customer Licence Articles in the quantity exceeding that indicated in this Article and grant Sublicences to exercise any rights under this Contract beyond the territory of the Republic of India without agreement with the Supplier.
For the aims of this Contract the terms and definitions as per Annexure No. 8 to this Contract shall be used.
Article 2
Delivery of Licence Technical Documentation (LTD)
2.1. The Supplier shall produce and deliver to the Customer Licence Technical Documentation (confidential and non-confidential) indicated in Annexures No. 2 and No. 4 to this Contract. The Supplier shall transfer LTD in full scope necessary and sufficient for series production and operation of Licence Articles.
Licence Technical Documentation shall be delivered to the Customer in Russian. Dimensions in LTD shall be given in metric system.
2.2. Upon the Supplier’s disision the LTD shall be delivered as to one of the below options:
- in two copies on paper;
- one copy on paper and the other one on magnatic media;
- one copy on paper and the other one on tracing paper.
The Supplier shall transfer to the Customer necessary instructions for reading and copying Documentation transferred on the magnetic media.
The Customer shall independently procure the software mentioned in the Supplier’s instructions.
2.3.Design Documentation shall be delivered to the Customer in batches:
- Design Documentation - in sets as per Licence Articles or as per Design Groups and Subgroups;
- Technological Documentation – in sets as per Licence Articles or as per Production Phases.
Dispatch of Design Documentation comprising of parts of Structural Groups and Subgroups within Phases.
Apart from this, proceeding from the necessity to provide for the sequence of preparation of technological process of production the Supplier shall be entitled to transfer within a batch of the LTD certain parts of other batches.
2.4. Licence Technical Documentation shall be produced in conformity with Norms, Standards and Technical Conditions in force with the Supplier’s country.
2.5. The Supplier shall provide for the proper packing of the Documentation to be transferred to the Customer under this Contract providing for its safety during transportation, the Customer should handle the cargo in a proper way.
Each tare case shall have relevant sealing and case number. Case number shall be applied in a fraction, the numerator of which is the ordinal number of a case, and denominator – the total number of cases of the dispatched batch of Documentation.
One copy of Packing List in Russian shall be put into each tare case stating the case number, description of documents, Marking Index, number of sheets and copies.
The full List of Documents stating the Item number as per the Contract and Specification-Certificate of Quality shall be put into tare case No. 1 of each batch and a full set of Packing Lists of the Documents to be transferred in the batch shall be put into the external pocket of tare case No. 1.
Each cargo case shall not exceed 20 kg.
2.6. The following Marking Index in Russian shall be applied on each case of documents:
- for non-secret documents:
Technical Documentation .............................CCCC.XXX
AAA
Gross / Net weight kg
- for confidential documents:
Technical Documentation 356 - ...........................AAA-4BCCCCXXX
Gross / Net weight kg
where: 4 - conventional number of the Supplier;
B - indication of Design (1) or Technological (2) Documentation;
CCCC - number of the Licence Article as per Annexure No. 1 to this Contract;
XXX - conventional designation of the Supplier;
AAA - number of the Customer’s Division manufacturing the Licence Articles.
2.7. The Supplier shall transfer to the Customer the LTD in batches in conformity with Annexure No. 4 to this Contract. Licence Technical Documentation shall be delivered within 52 months from the date of signing this Contract.
The Schedule of the LTD planned deliveries is indicated in Annexure No. 9 to this Contract.
2.8. Delivery of LTD shall be effected on “FCA – the Supplier’s Airport” terms in conformity with Incoterms-1990 (ICC Publication No.460, Paris, 1990).
The date of issuing of the Air Waybill at the Supplier’s airport or the date of Transfer-Acceptance Act shall be considered to be the date of the LTD batch delivery.
The Supplier shall inform the Customer of the LTD readiness for dispatch not later than 15 days before the dispatch (including case quantity and weight).
Not later than 10 days before the planned date of the dispatch the Customer shall inform the Supplier of the date of dispatch, Flight number, Air Waybill number and forward to the Supplier (Fax: .............................) a copy of Reserve and Payment Document, and one day before the dispatch - of the time of the aircraft departure, phone number of the airline representative executing the Flight and other data.
Should the LTD be transported through the third countries the Customer shall present a Transit Licence.
2.9. The right of ownership for the LTD under this Contract as well as the risk of their casual loss or damage shall pass over from the Supplier to the Customer at the moment of transfer of the LTD to the air carrier at the Supplier’s Airport while getting by the Supplier from the aircarrier of Air Waybill at the Supplier’s airport. The LTD transferred against this Contract shall be considered transferred by the Supplier and received by the Customer as per the quantity of cases and weight indicated in the Air Waybill.
The delivery of the LTD shall be effected to Delhi Airport within 5 days from the date of the LTD arrival to Delhi, the Customer in the presence of the Supplier’s representative shall open each cargo case of the Documents and check its compliance with the Packing Lists.
The Customer not less than 2 days in advance shall inform the Supplier’s representative of the place and time the cargo cases to be opened and provide for free passage of the Supplier'’ specialists to that place.
In case of any short-supplies of the Documents the Customer and the Supplier’s representative shall jointly prepare a relevant Claim Act (as per Annexure No. 7.1 to this Contract) on the intare shortage on the basis of which the Supplier shall compensate these shortages and deliver Technical Documentation within the terms as per Article 5 of this Contract.
In case any shortage is not detected during the acceptance procedure of the Documents, no consequent claims as to the quantity of the Documents shall be admitted.
2.10. Upon agreement by the Sides Licence Technical Documentation can be handed over by the Supplier to the Customer’s authorised representative in Moscow as per the Transfer-Acceptance Act.
2.11. Within the process of Licence Production mastering and aircraft operation by the CUTOMER, the Supplier and the Customer if necessary shall clarify the LTD by issuing Notifications by the Supplier for amendments of the LTD and transfer of the Notifications to the Customer’s representative in Moscow as per Transfer-Acceptance Act. On the basis of the above Notifications the Customer shall make amendments in the LTD.
Should any questions be raised within the process of Licence Production the Customer may forward an Inquiry to the Supplier. The Supplier shall study the Inquiry and give an answer in writing. Inquires shall be issued in English and in Russian and replies to these Inquiries and Notifications shall be in Russian.
The Customer shall agree upon all the amendments introduced into the Documentation with the Supplier’s representative to be deputed to the Customer’s enterprise to solve the technical issues in compliance with the Contract for rendering technical assistance.
Design and Technological Documentation shall be subject to amendments in the bellow cases:
- Amendment of airborne equipment content stipulated by Contract PB/535611031077 dt. 30.11.96;
- Amendment of Documentation forwarded to the Customer based on the results of the production by the Supplier’s enterprises of Licence Articles for phase-wise deliveries;
- Receipt of Customer’s Inquiries for amendment of LTD based on the results of Licence Articles production at the Customer’s enterprises;
- Receipt of Customer’s Inquiries for amendment of the LTD with the aim of replacement of Non-Licence Articles or materials, materials manufactured by the Supplier for similar Articles or manufactured by the Customer.
The Supplier shall issue Inquiries if it is necessary to make amendments in one or several Documents, or in case of their replacement or cancellation.
Besides, the Supplier’s specialists deputed to the Customer’s country to resolve technical matters and having corresponding power shall have the right to issue Notifications for amendments of Design and Technological Documentation.
With the aim of rapid solution of technical issues Preliminary Notifications (PN) may be prepared. The Preliminary Notifications shall be issued for one drawing (document). Not more than five Preliminary Notifications may be issued for each drawing (document), they shall be glued to all copies of the drawing (document). Such a drawing (document) shall be valid only alongwith these Preliminary Notifications. The Supplier shall transform the issued Preliminary Notifications into Notifications of amendments introduced into Documentation not less than twice a year.
Notifications and Preliminary Notifications issued by the Supplier’s representatives at the Customer’s enterprises shall be transferred at the Customer’s enterprises as per Acceptance-Transfer Acts.
In case the Customer has a necessity to replace a Non-Licence Article or material of the Supplier’s production for a similar Article or materials of the Customer, the Customer shall prepare an Inquiry with the enclosure of:
- Technical Specification of an Article (material) offered for replacement,
- Mounting outlines drawings,
- operational documentation,
- Functional Test documents,
- other documents as well samples of Articles and materials if necessary.
The Supplier shall perform necessary activities required as per the Inquiry and issue their conclusion in respect of the possibility to effect the replacement.
Should the decision on the replacement of Non-Licence Article be positive, the Supplier should issue the Notification of amendments of the Documentation?
Activities on effecting investigations in order to take a decision on whether it is possible to replace Non-Licence Articles (materials) of Supplier’s production for Articles (materials) of the Customer shall be executed by the Supplier at the Customer’s account against separate Contractual documents.
2.12. After all the Licence Technical Documentation has been transferred, the Supplier shall hand over to the Customer’s representative a Confirmation in writing that transfer of Licence Technical Documentation has been completed.
2.13. The Customer shall have the right to copy the LTD to meet their requirements provided the obligations on confidentiality are observed.
Article 3
Terms of Payment
Payments for the Documentation to be delivered in accordance with this Contract shall be effected in the following way:
3.1. 50 % of the total Cost of the LTD to be transferred in accordance with this Contract amounting to ............................. (............................................) US Dollars shall be paid by remittance of corresponding amount in US Dollars to the Account of Vnesheconombank, Moscow (103810, Prospect Academika Sakharova, 9 ; Telex: 412232 VEBX RU; Fax: ..................; SWIFT: BFEA RU MM), No. 890-034-1718 with the Bank of New York, New York (SWIFT: IRVT US 3N) in favour of the Supplier within 30 days from the date of signing this Contract. All expenses on the remittance shall be born by the Customer.
3.2. The Supplier shall present to the Customer within 15 days from the effective date of this Contract an Invoice for Advance Payment enclosing a Guarantee of State Corporation “Rosvoorouzhenie” for the return of Advance Payment written out in accordance with Annexure No. 5 to this Contract.
3.3. The remaining 50 % of the Total Cost of the LTD to be delivered in accordance with this Contract amounting to 184117500,00 (one hundred eighty four million one hundred and seventeen thousand five hundred) US Dollars shall be paid from Documentary Irrevocable Revolving Letter of Credit to be opened against the Customer’s Order of the Letter of Credit with the Bank of New York, New York in favour of the Supplier in accordance with the Format indicated in Annexure No. 6 to this Contract.
The above mentioned Letter of Credit shall be opened for the initial amount of 50000000,00 (fifty million) US Dollars within 30 days from the date of the Supplier’s Notification on the readiness of the Documents for dispatch for the validity period of 48 months with telegraphic advising through Vnesheconombank, Moscow only.
Advising by Post or double advising shall not be permitted.
3.4. Should payments be effected from the Letter of Credit and the non-used balance be less than 100000,00 (one hundred thousand) US Dollars, the Letter of Credit shall be automatically replenished up to it’s initial amount of 50000000,00 (fifty million) US Dollars.
The maximum amount the Letter of Credit is used shall make not more than 184117500,00 (one hundred eighty four million one hundred and seventeen thousand five hundred) US Dollars.
It is understood that should the amount of the next Invoice exceed the non-used balance of the initial amount of the Letter of Credit the above Invoice shall be fully paid on the day of its presentation – partially on account of the remaining balance and partially on account of replenished initial amount of the Letter of Credit.
3.5. Should the terms and conditions of the opened Letter of Credit not correspond to the terms and conditions of this Contract, the Letter of Credit shall be considered to be opened only after making alterations. As a result, the Supplier shall accept this Letter of Credit.
Should the Customer delay the opening of the Letter of Credit the validity period of the Letter of Credit and the dates of the delivery of the LTD shall be extended for the period the opening of the Letter of Credit was delayed for. In this case all banking expenses on the extension shall be born by the Customer.
However, should the delay in the opening of the Letter of Credit be more than 60 days, the Supplier shall have the right to cancel this Contract unilaterally. In this case the return of the Advance Payment shall be effected in accordance with the procedure indicated in the Guarantee for the Return of the Advance Payment (Annexure No. 5 to this Contract).
3.6. The transfer of the Documentation to the Customer shall be effected only after the placing the Advance Payments and getting Notification of Vnesheconombank, Moscow of the opening of the Letter of Credit on the conditions fully corresponding to the terms and conditions of this Contract.
3.7. All expenses related to the opening and execution of the Letter of Credit beyond the territory of Russia shall be born by the Customer, and all banking expenses on the territory of Russia shall be born by the Supplier.
3.8. Should it be necessary to extend the validity period of the Letter of Credit and increase the maximum amount of the Letter of Credit to be used, the above shall be effected by the Customer at the mutual agreement of the Sides.
Expenses related to the extension of the validity period of the Letter of Credit shall be born by the Side requesting the extension.
3.9. The execution of the above Letter of Credit shall be effected in Vnesheconombank, Moscow.
3.10. The State Bank of India, New Delhi shall grant to Vnesheconombank, Moscow the right of telegraphic reimbursement for the State Bank of India, New Delhi, Down Town Service Branch, New York. Vnesheconombank, Moscow shall forward a Tested Telex to State Bank of India, New Delhi including information that the presented documents correspond to the terms and conditions of the Letter of Credit and that the corresponding amount in US Dollars is placed to the Account of Vnesheconombank, Moscow with the Bank of New York, New York in favour of the Supplier within 3 banking days.
3.11. Documents with the validity period exceeding 21 days from the date of the LTD dispatch shall be accepted for payment.
3.12. Payments against this Letter of Credit shall be effected against presentation of the following documents:
- 2 copies of Invoice;
- 2 copies of Specification-Certificate of Quality;
- 1 copy of Air Waybill or Transfer-Acceptance-Act.
3.13. Invoices shall be written out in the name of the Customer in US Dollars in English in 6 copies.
The following shall be indicated in Invoices:
“For the LTD against Contract No. 735611233630 dt. _______, “Letter of Credit No.____.” The following LTD Cost Breakdown shall be given in Invoices: 50 % paid as an Advance and 50 % to be paid from the Letter of Credit.
4 copies of Invoice with the enclosure of Specification-Certificate of Quality and copy of Air Waybill shall be handed over to the Customer’s representative in Moscow.
3.14. The above mentioned Letter of Credit shall be subject to “Universe Regulations and Customs for Documentary Letters of Credit, 1993 Edition, ICC Publication No. 500, Paris, France” and terms and conditions of this Contract.
Article 4
Guarantees of the Sides
4.1. The Supplier shall guarantee to the Customer that the LTD to be transferred against this Contract shall correspond to Norms, Standards and Technical Specifications in force in the Supplier’s country on the date of the production.
The Supplier shall guarantee to the Customer completeness and correctness of the LTD to be transferred, technical feasibility of Licence Articles manufacture at the Customer’s enterprises as per transferred Technical Documentation provided the Customer reconstruct their enterprises for Licence Articles production and observe Technical Conditions, Requirements, Norms and Instructions in force in the Supplier’s country included into transferred Technical Documentation.
4.2. The Supplier shall guarantee to the Customer that the transferred LTD shall provide for the manufacture at the HAL enterprises of the full List of Licence Articles in accordance with Annexure No. 1 to this Contract provided the Customer strictly observe Technical Conditions, Requirements, Norms and Instructions and other information included into the LTD in force in the Supper’s country.
4.3. The Customer shall provide for the correspondence of the translated LTD to the Original in Russian.
4.4. The Customer shall bear responsibility for the amendments made in the LTD and the production of the Licence Articles without co-ordination with the Supplier. The Supplier shall not bare responsibility for the damage or loss of the LTD through the Customer’s fault, as well as for any consequences arose as a result of the Customer’s deviation from the Requirements of the transferred LTD.
Article 5
Claims
5.1. The Claims shall be raised in the following cases:
- on the quantity of the LTD (intare shortage);
- on the quality in case of non-correspondence of the LTD to the conditions of this Contract.
5.2. Claims shall be raised in writing in form of Claim Statements (Annexure No. 7 to this Contract) with the enclosure of the following documents:
a). In case of intare shortage:
- Claim Statement as per Format No. 1 (Annexure No. 7.1 to this Contract) indicating safety of seals (if any) and the results of tare inspection;
- original of the Air Waybill or Transfer-Acceptance Act;
- Copy of Specification-Certificate of Quality;
- Packing Lists for the cases where the shortage is detected;
- Seals removed from the tare.
b) on the quality of the LTD:
- Claim Statement as per Format No. 2 (Annexure No. 7.2 to this Contract) with detailed description of the Claim;
- copy of the Air Waybill or Transfer-Acceptance Act;
- Copy of Specification-Certificate of Quality.
The Claim Statement shall be issued against Format No. 1 or Format No. 2 to be signed by the Supplier’s and the Customer’s representatives. The Claims raised not in accordance with the Annexure No.7 to this Contract shall not be taken for consideration.
5.3. The Claim Statements shall be written out in Russian and in 4 copies, 2 copies both for the Supplier and for the Customer and be handed over directly to the Supplier’s representative. The date of the transfer of the Claim to the Supplier’s representative shall be considered to be the date of the Claim transfer.
The Supplier shall consider the Claim and inform of their decision and request the Customer for additional information within 60 days from the date of its transfer to the Supplier.
5.4. Claims shall be raised within the following time frames:
- in respect of the quantity of the LTD - in case of non-correspondence to the quantity indicated in the Packing List not later than 60 days from the date of the delivery within the terms as per Point 2.9 of Article 2 of this Contract;
- in respect of the quality of the LTD - not later than 90 days from the date of the delivery.
5.5. The Supplier shall be granted the right to check the validity of the Claim through their representative on the spot and inform the Customer on the results of its preliminary consideration.
5.6. The Customer may summon the Supplier’s representatives to consider the Claim on the spot in some of the cases when the defects are of massive character. Upon the receipt of the above summons the Supplier shall inform the Customer within the period not exceeding 30 days of their consent for the departure of the Supplier’s representatives to consider the Claim on the spot.
5.7. Should the Supplier consider the Claim to be a grounded one they shall have to either additionally deliver the missing LTD or dispatch new LTD instead of defective one within two months.
Should the Sides come to a conclusion that a Claim is not a grounded one, the Customer shall pay off the actual expenses of the Supplier on the deputation of specialists?
5.8. The Supplier shall have the right to decline the Claim if:
a). The Claim issued and presented later than the date indicated in Point 5.4 of this Article or issued with deviations from a determined Format or without participation of the Supplier’s representative;
b). No reply on Claim issues raised by the Supplier is received within 15 days from the Customer.
5.9. The Supplier shall indicate Marking Index as per Contract and number of the Claim in the Shipping Documents in case of the delivery of the LTD to the Customer instead of defective one and on account of Claim meeting.
5.10. The Claim shall be considered to be a settled one from the moment of the transfer of the final decision (Memorandum) on the Claim by the Supplier to the Customer.
5.11. Raising the Claim in respect of Quantity or Quality of the delivered LTD shall not be the reason for rejection from the LTD acceptance or payment for the LTD.
Article 6
Rights and obligations of the Sides
6.1. The Customer shall have the right to assemble, manufacture, test and operate ...... aircraft and other Licence Articles indicated in Annexure No. 1 to this Contract against the transferred by the Supplier Licence on the territory of India.
The Customer shall have the right to rectify defects and solve problems during the operation of ............. aircraft and other Licence Articles indicated in Annexure No.1 to this Contract in accordance with the LTD.
6.2. The Supplier shall have the right to depute their representatives to the Customer’s enterprises manufacturing Su-30MKI aircraft against the Licence and Licence Articles indicated in Annexure No. 1 to this Contract to control the setting up of Licence production.
6.3. The Customer shall not sell or transfer without the Supplier’s written consent the received LTD and equipment as well as the information on them to the third countries, any juridical or physical persons of the Republic of India not involved into the performance of this Contract as well as export to the third countries the products manufactured under the Licence against this Contract.
6.4. The Supplier shall reserve the right to grant to the third countries Licences for manufacture of Licence Articles indicated in Annexure No. 1 to this Contract.
6.5. The Customer shall not change without agreement with the Supplier the transferred LTD for the Licence Articles as well as change the LTD name and Marking Index.
Should the Customer have a necessity to introduce any amendments into the LTD in the process of Licence production, such amendments shall be co-ordinated with the Supplier.
6.6. All correspondence related to the performance of this Contract shall be effected in Russian.
Article 7
Taxes and Charges
7.1. All the Taxes and Duties including Customs Duties and Dues related to the implementation of this Contract on the territory of Russia shall be paid by the Supplier and beyond the territory of Russia by the Customer.
Article 8
Force Majeure
8.1. Both the Sides shall be released from the responsibility for partial or complete non-fulfilment of the obligations under this Contract with the exception of the payments to the Supplier if it was caused by force majeure circumstances such as war, prohibitive measures of the Governments of Russia or India, flood, big fire, typhoon, earthquake and other circumstances not dependent on the will of the Sides.
8.2. The above events should be of extreme, unforeseen and non-averting nature as well as occur after signing this Contract and should be independent of the will of the Sides. In case of delay in the execution of work due to Force Majeure, the period of performance of this Contract shall be extended by the corresponding period for both the Sides.
8.3. The Side for which the implementation of the Contract became impossible because of Force Majeure shall immediately inform the other Side by Telex or Fax about it and confirm the Force Majeure by a formal Letter. The corresponding Side shall immediately inform the other Side of the cessation of the Force Majeure in the similar way.
The fact the affected Side for which the situation arose when it is impossible to execute their contractual obligations did not timely notify or not notify of the commencement of Force Majeure circumstances, shall deprive this Side of the right to refer consequently to the Force Majeure circumstances occurred.
8.4. Circumstances, which shall release the Sides from the responsibility, must be proved:
- in the Russian Federation - by Chamber of Commerce and Industry of the Russian Federation;
- in the Republic of India - by Chamber of Commerce and Industry of the Republic of India.
8.5. Should the delay caused by Force Majeure circumstances in the Supplier’s or the Customer’s country last beyond a period of ten (10) months the Sides shall discuss and find a solution as to further execution of the Contract. If no agreement has been reached within the next two months, the Customer or the Supplier shall have the right after twelve months from the commencement of the Force Majeure circumstances to cancel their obligations against this Contract.
8.6. In case of such a cancellation the Supplier shall prepare and submit within 3 months from the said cancellation the Lists of the supplies and/or services performed under this Contract with corresponding breakdown as per the Lists mentioned bellow:
(a) List of completed supplies and/or services;
(b) List of supplies and/or services in the process of performance or production on the date of cancellation.
The Sides shall co-ordinate the volume of the fulfilled contractual obligations for the moment of the commencement of Force Majeure circumstances and the procedure of payment for the expenses born by the fulfilment.
Article 9
Procedure of Settlement of Disputes
9.1. All disputes and differences arising as a result of implementation of this Contract or related to it shall be settled directly between the Supplier and the Customer by means of friendly negotiations.
9.2. Should it be impossible to fulfil the Conditions of point 9.1 above, all disputes and differences excluding jurisdiction by the General Court in the Arbitration Procedure, i. e.:
Should the Supplier be a Defendant, the Arbitration shall take place in the International Arbitration Court of the Chamber of Commerce and Industry of the Russian Federation in accordance with its regulations.
Should the Customer be a Defendant, the Arbitration shall take place in the International Arbitration Court of the Federation of Indian Chambers of Commerce and Industry in accordance with its regulations.
Article 10
General Provisions
10.1. All amendments and additions to this Contract shall be valid if they are made in writing and signed by the authorised representatives of the Sides.
10.2. Neither the Sides shall have the right to pass on their rights and obligations under this Contract to the third party without written consent of the other Side.
10.3. Should the Customer not follow the dates of the delivery of airborne equipment of non-Russian origin and Documentation, as well as other obligations of the Customer causing the change in the period of the implementation of design activities as per Contract No. ............................ the Supplier shall reserve the right to change the dates of the LTD transfer against this Contract.
10.4. This Contract shall come into force on the date of its signing and shall be valid upon the obligations of the Sides to be executed against it in full.
10.5. This Contract is signed in two original copies in English and in Russian, one copy is intended for the Customer and the other one is intended for the Supplier, both texts being equally valid.
10.6. The Customer shall transfer to the Supplier annually before the 1st of March in writing the data on the quantity of Licence Articles manufactured in the previous year and Licence Articles production plan for the next fiscal year.
10.7. No provision of this Contract may be interpreted as evident or implied granting by the Supplier of any right to intellectual property included into the transferred LTD.
10.8. Annexures Nos. 1- 9 shall form an integral part of this Contract.

Legal addresses of the Sides:
Supplier
Federal State Unitary Enterprise “..........................”
Moscow

Telex:
Fax: (095)

Customer
Joint Secretary (Air)
Ministry of Defence
New Delhi
110 011 India
Tele/Fax N (+)301 6447

Supplier Customer