THE CONTRACT

I. Types of Contracts
1. Sale-Purchase Contract (Contract de vânzare-cumparare)
- Fungible Contract (Contract pentru bunuri fungibile)
- Non-Fungible Contract (Contract pentru bunuri fungibile nefungibile)
- Cash-Payment Contract (Contract cu plată în numerar)
- Credit-Payment Contract (Contract cu plata pe credit)
2. Commercial Banking Guarantee Contract – Contract commercial de garanţie
bancară)
3. Factoring Contract – Contract de factoring (contract de realizare a creanţelor sub
formă de facturi)
4. Forfeiting Contract – Contract de forfeiting (contract pentru finanţare prin negocierea
titlurilor de credit)
5. Leasing Contract – Contract de leasing (închiriere)
6. Lease-back Contract – Contract de finanţare pe termen lung
7. Licence Contract – Contract de licenţă pentru brevet de invenţie
8. Know-how Contract – Contract de transfer know-how
9. Agent Contract – Contract de mandat
10. Commission Contract – Contract de comision
11. Consignment Contract – Contract de consignaţie
12. Agency Contract – Contract de agency (corespunde în dreptul anglo-american celor de
mandat
13. Concession Contract – Contract de concesiune
14. Franchising Contract – Contract de franchising
15. Warehousing Contract – Contract de depozit
16. Charter-Party Contract – Contract de navlosire
17. International Railways Transport Contract – Contract de transport feroviar
internaţional
18. International River Transport Contract - Contract de transport fluvial internaţional
19. International Road Transport Contract - Contract de transport rutier internaţional
20. International Air Transport Contract - Contract de transport aerian internaţional
21. Insurance Contract – Contract de asigurare
22. Engineering Contract – Contract de engineering (consultanţă tehnică)
23. Consulting Contract – Contract de consulting (consultanţă)
24. Turn-key Project Contract – Contract pentru obiective

II. Contract DRAFT

1. Preamble, introduction, definition, scope of the contract
2. Subject matter of the contract
3. Seller’s obligations
4. Buyer’s obligations
5. Price, costs, rates and related matters
6. Fees and Taxes
7. Terms of payment; bank guarantees
 8. Trade terms
9. Delivery
10. Packing, marking
11. Insurance
12. Forwarding and shipping
13. Quality control (inspection, tests, check-up) and claims
14. Acceptance tests, acceptance of the object of the contract
15. Performances, guarantees
16. Claims
17. Penalties, indemnities, bonuses
18. Cancellation of the contract
19. Force majeure
20. Arbitration
21. Property rights, confidentiality, restrictions, protection against third claims, secrecy
agreement
22. Miscellanea
23. Final dispositions
24. Appendices / Annexes

III. Contracting Parties

1. SELLER-BUYER
2. EXPORTER-IMPORTER
3. CONSTRUCTO-BENEFICIARY
4. LICENSOR-LICENSEE (Licenţiator-Licenţiat; pentru a desemna părţile în contractele de
licenţă şi care pot include părţi pentru acordarea de licenţe -licese fees-, redevenţe -royalties-,
cedarea de cunoştinţe tehnice –know-how-, executarea unor lucrări de proiectare –engineering
and design-, asistenţă tehnică –technical assistance-, servicii –service-, etc)
5. CONSULTANT-BENEFICIARY
6. OWNER-LEASEHOLDER (Proprietar-Concesionar; pentru a desemna partenerii în
contractile de închiriere pentru terenuri, construcţii, utilaj industrial şi pentru construcţii, scule,
facilităţi, etc)
7. LANDLORD-TENANT (Proprietar-Chiriaş)
8. EMPLOYER-EMPLOYEE

IV. Specimen Sentences

1. This Contract is made between …the Undersigned … represented by …., hereinafter
called/referred to as “Sellers” and …, represented by … hereinafter called/referred to
as “Buyers”
2. … on the one part and … on the other part
- have agreed the followings
- have concluded this/the present Contract as follows/whereby it is agreed as follows…
3. The Seller(s) has/have sold and the Buyer(s) has/have bought
- on the terms and conditions set forth and subject to the general conditions of sales
endorsed hereon…
- the following goods…
 V. Sample of a Sales contract

Date: May 20, 2007

Contract no. 2256

Place: Bucharest, Romania

Concluded between: Davidson Co., 13 Turnului Street, Bucharest, Romania, tel

021/215.71.47, fax 021/215.71.48, hereinafter referred to as the “Seller” and Trustcom, 22 Rosiorilor
Street, Brasov, Romania, tel: 0268/390571, facsimile 0268/346581, hereinafter referred to as the
“Buyer” agree upon the object and the conditions of the contract as following:

1. OBJECT OF THE CONTRACT

1.1 The Seller sells and the Buyer buys sweaters. The Buyer reserves the right of buying additional
items if agreed between both parties concerned.
1.2 Terms of the contract referring to quality, quantity, price unit, delivery, packing are to be mutually
observed.
1.3 The object of the contract may be enlarged or restricted by mutual agreement of the parties.
1.4 The contract may be terminated if one of the parties fails to observe the terms of the contract or by
mutual consent at any time.

2. QUANTITY
2.1 The quantities mentioned in the Purchase Orders shall not exceed 2000 pieces.
2.2 Should this quantity be exceeded, the Buyer is entitled to reject the excess quantity or to buy it at a
lower price.
2.3 Should the quantity supplied be below the contract quantity, the Seller should compensate the
quantity found short with a subsequent delivery in terms of 10 days from the first delivery.

3. QUALITY
3.1 The sweaters should meet the quality standards required in the Romanian factories.
3.2 The material used for the goods should be agreed upon by the parties unless the Buyer shows no
objection to the present material used.
3.3 The Seller is not held responsible for deterioration of goods after the reception and the transfer of
risk.
3.4 The quality of the products is attested by the Certificate of quality issued by the producers.

4. PACKING AND MARKING

4.1 The Seller undertakes to pack the goods with no extra charge if the packing material is delivered in
due time by the Buyer.
4.2 The sweaters shall be packed in carton boxes of 100 pieces each, no heavier than 10 pounds each.
4.3 The Seller shall not be held responsible for any delay in delivery if the necessary boxes are not
available within 30 days before the date of delivery.
4.4 The boxes shall be marked by the Seller on both sides with the Seller’s address and mark, weight
and the special indication “Protect from moisture”.
5. PAYMENT TERMS
5.1 The goods ordered by the Buyer and confirmed by the Seller shall be paid in cash on delivery or by
bank transfer within 10 days from the delivery.
5.2 The Buyer is held responsible for any charges (damages, warehousing, etc.) arising from any delay
of payment due to reasons imputable to the Buyer.

6. RECEPTION
6.1 The goods shall be taken over by the Buyer ex-factory, on August 25, 2007.
6.2 The buyer is entitled to inspect the quantity and the quality of the goods before reception in the
warehouse of the Seller either by the delegates or by the Goods Quality Control Office from
Bucharest.
6.3 The Buyer is entitled to reject the goods if not corresponding to the standards stipulated above.
6.4 The Seller is not held responsible for damage subsequent to the date of delivery.

7. TRANSPORT
7.1 The Buyer is in charge of transportation after the reception of the goods.
7.2 The Seller is not held responsible for any damage after the reception.

8. PENALTIES
8.1 Failure to take over the products in time shall bring about extra charges for the warehouse paid by
the Buyer.
8.2 Failure to pay in time for the goods shall make the Buyer liable to pay a penalty amounting to 5%
per day per value of the goods.
8.3 Should the Seller fail to fulfill his contract obligation by delaying delivery, the Buyer is entitled to
cancel the contract or to claim penalties consisting in a reduction of the amount to be paid of
0,05% per day of delay for a 30 to 60 days’ delay.

9. FORCE MAJEURE
9.1 By force majeure are understood all unforeseen events beyond control of the parties occurring after
the coming into force of this contract which prevent one or both parties from fulfilling the
obligations stipulated in the contract.
9.2 If failure of delivery or reception of the goods is due to force majeure both parties are exonerated
from penalties.
9.3 If such cases occur, the affected party shall notify immediately the other party and prove this
situation by legal documents.

10. ARBITRATION
10.1 Any dispute which may arise between the parties during the execution of this contract shall be
settled, by mutual agreement, by the Court House in Bucharest.

This contract comes into force 20 days from the date this contract signing and has validity until
September 10, 2007.

For and on behalf of the Seller, For and on behalf of the Buyer,