CONTRATO PARA PAGAMENTO EM PARCELAS SEM CRÉDITO

	 "Between... hereafter referred to as  "The Buyer" AND ...hereafter referred to as  "The Supplier".The provisions contained in the present contract and designated annexes have been mutually agreed as follows:	
	
	 Article 1 - Object of the Contract 
	The object of the present contract is the... (building, construction, supply) of... at the place designated in the annexed schedules (or at...) in the conditions defined herebelow.
	
	Article 2 - List of supplies 

	Article 3 - Amount of the contract 
	a. "The total price (or total basic price) including the whole of the supply as defined under article 2 above amounts to:  - in  Brazilian currency... Reais to be paid in Brazil  - in local currency... (divisa local), to be paid in...
  	This amount includes the ... (Inconterms) value of the specified supply, with the exception of duties and taxes of all nature payable or to become payable in..., subject however to the provisions of article 5 hereafter.
It includes also the value of the works described in the annexed schedules."   
	b. "In case that the Supplier would have to support any taxes or duties in... in excess of the actual charges that he is to support by virtue of the present article, he would pay such charges for account of the Buyer who will reimburse him fully in the same currency within 15 days following the presentation of the corresponding invoice."   
	c. Para preço  "Delivered.... duty paid", acrescentar:    "The Custom duties and associated taxes that the Supplier will have to sustain on the equipment's and materials supplied will in no case be higher than the amounts he would have to pay in... on the basis contract. Any increase in these duties and/or taxes that would be enforced after that will be for account of the Buyer who will reimburse the difference to the Supplier within 15 days following the presentation of the corresponding invoice."    Se o preço for revisável, acrescentar:  
  	"The amounts stated by the present article are subject to escalation in accordance with article 4 below."  
	
	 Article 4 - Escalation 
	"The corresponding invoices will be established by the Supplier within X months (or days) after the date of the provisional reception provided for in article 15 below, and the amounts due will be paid within  "y" days following the presentation to the Buyer of said invoices.
	Reciprocally if the calculations made according to the present escalation clause result in a balance in favour the Buyer, said Buyer will within the same delay present his invoices to the supplier, who will remit the amounts due within  "y"  days (or months) following the dates of the invoices presented.

	Article 5 - Duties - Taxes and associated charges 
	a. All present and future taxes, levies, and/or duties of all nature presently applicable or to become applicable in Brazil to the sale of the materials and equipment's and/or services covered by the present contract will be entirely supported by the Supplier.
	b. Reciprocally, the Buyer will support all the charges of the same nature applicable in... (except custom duties, eventually) including the taxes, stamps rights and registration rights which might eventually be levied in connection with the present document.
	c. Eventualmente:    	"The Supplier reserves the right to pay all charges, taxes and duties of all nature that the Buyer should support by virtue of the present article in case said Buyer would fail to do so. In that case the Supplier will act for account of the Buyer, and all charges whatsoever thus supported by the Supplier will be reimbursed by the Buyer in the same currency within 15 days the presentation of the corresponding invoices."   
	
	Article 6 - Conditions of Execution 
	Ao final  insira a cláusula: "The above conditions are to be understood as being subject to the general regulations enforced by the Brazilian Authorities for goods and/or services exported or reexported." 

	Article 7 - Delivery 
	"The supply of the materials, equipment's and services as described in articles 1 and 2 above will be completed within X months after the date resulting from the provisions of article 14 hereafter of the present contract.
	However, the Buyer will have no claim whatsoever for late delivery in case the delays in delivery are the result of the inexecution by said Buyer of the obligations he has subscribed by virtue of the present contract." 

	Article 8 - Extension of the delivery period 	 
	"The Buyer is authorized to order a suspension of the execution by written notice given to the Supplier. In such cases, the delivery period will be automatically extended by a number of days equal to the total duration of the suspension required, and the validity of all the instruments of payment provided for by article 9 hereafter will be extended accordingly.
	The overall duration of the suspension of execution given in one or several orders will in no case exceed... months.
	In case the Buyer would make use of the right of suspension resulting from the preceding paragraph, the Supplier reserves the right to request all due compensation for the prejudice resulting form the suspension thus ordered. The amounts due to the Supplier in this respect will be determined by mutual agreement, failing to which they will be determined through arbitration as provided for under article 18 below." 

	Article 9 - Conditions of payment 
	a. Domiciliation of  Payments    All payments will be made in dollars for the benefit of the Supplier to a first class Brazilian Bank, whether by documentary credit, transfers, remittances or otherwise, for down payments due, settlement of invoices or any other cause. The present domiciliation clause is to be construed as a commitment by the Buyer to attend to the corresponding transfers of funds at their due dates.
	b. Installments    
	1. Within X days following the date of signature of the present contract, the Buyer will pay to the Supplier by direct bank transfer an amount of Y % of the total (basic) price mentioned in article 3 above under reference  "Brazilian Currency".
However, the Brazilian Bank receiving the transfer (or the local bank ordered to make the transfer will dispose of same in favour of the Supplier only after establishment of a Bank Guarantee of a like amount for the benefit of the Buyer.
   	The amount of this Bank Guarantee will be automatically reduced proportionally to the value of the shipments made by the Supplier.
	2. Witting X days following the date of the provisional reception certificate established in accordance with article 15 below, the Buyer will pay by direct Bank transfer an amount of Z % of the total (basic) price mentioned in article 3 above under reference  "Brazilian currency".
Furthermore, within X days following the date of the signature of the present contract, the Buyer will arrange so that a letter of guarantee established in conformity with the model given in annex (Annex 1) be notified to the Supplier, this letter of guarantee issued by... will guarantee irrevocably and unconditionally the payment and. whenever required, the transfers of:    - the amounts eventually due to Supplier as a result of clauses b. and c. of article 3 (e eventualmente cláusula c. do artigo 5),    - the amounts actually due to Supplier as a result of clause b. 2. (e eventualmente) b.3. of the present article,    - the amounts eventually due to Supplier as a result of the escalation clause of article 
	3.- the amounts actually due to Supplier by virtue of Section II of the present article (eventualmente) after deduction of the down payments received.
	4. Havendo retenção de garantia, acrescentar:    	"Within X days following the date of the final reception certificate established in accordance with article 15 below, the Buyer will pay by direct bank transfer an amount of  "z" % equal to the amounts retained as retention money."   	Se pagamentos em moeda local estão previstos, o artigo 9 é dividido em duas seções:    - "Amounts payable in Brazilian Currency";  - "Amounts payable in Local Currency".
   	Esta segunda seção é redigida como segue:   	"Within the same delay as provided under paragraph b. 1. above of the present article, the Buyer will pay, as down payment, an amount of X % .... in ... to an account opened in the name of the Supplier with a Bank in...
  	The balance of the amounts due to the Supplier in Local Currency will be paid by remittances to this Bank account against presentations of invoices approved by... Such remittances will be effected within 30 days following the presentation of the invoices.
  	In case that the approval of... would not have been obtained within 8 days following the written demand of the Supplier to that effect, the Supplier will present invoices certifying that the supplies have been made and these certified invoices will become payable in the same conditions as if they had been approved." 

	Article 10 - Obligations of the Supplier 
	a. The supplier will (build, construct, supply... etc...) according to specifications.
	b. He will be responsible for the availability and proper maintenance of the equipment and machinery necessary to conduct the works in accordance with the Contract. This equipment and machinery will be made available, at supplier's option, through local subcontractors or through imports made in... with suspension of custom duties.
	c. He will pour at the disposal of... the necessary personnel... etc...
	d. He will insure the availability of spare parts as well as maintenance teams.
	e. More generally, the Supplier will respect all the commitments that he has subscribed by virtue of the present contract.
	
	Article 11 - Obligations of the Buyer 
	a. The Buyer undertakes to cooperate with the Supplier in order to facilitate the import in suspension of taxes and duties of all the equipment and machinery necessary to conduct the works.
	b. More generally, the Buyer will respect all the commitments that the has scribed by virtue of the present contract.
	
	Article 12 - Penalties 
	
	Article 13 - Guarantees 
Neste caso  "Manufacture's guarantee".
	
	Article 14 - Coming into force of the contract 
	"The Buyer will have no claim whatsoever against the Supplier by virtue of the present contract, as long as the following conditions have not been all met: 
- transfer to Brazil, for the benefit of the, Supplier, of the down payment provided for under article 9 b. 1. above (and. eventually payment in local currency of the down payment provided for under Section II of the same article).
- notification to the Supplier of the letter of guarantee provided for under paragraph b. 2. of the same article.
	Any delay in the execution by buyer of anyone of the two above obligations as stated by article 9 will re anatomy xenon of the delivery period corresponding to the delay.
	In case that the two above conditions would not be met within X months following the date of signature, the Supplier will then have the option to cancel the present contract, by registered letter sent to the Buyer and he will have the right to do so at any time after this delay of X months has elapsed and for as long as the two above conditions have not been met. The notification thus given by the Supplier will result in the automatic cancellation of the Bank guarantees (or Performance Bonds or Performance Guarantees) established by said Supplier for the benefit of the Buyer.
	Subject to the above, the date of coming into force of the present contract will be the date of its signature by both parties." 

	Article 15 - Reception 
	"The reception of the whole... will be made according to the following provisions: 
	a. Reception at plant    	The reception at plant will be made by mutual agreement between the Supplier and X delegates of the Buyer. The Supplier will give notice to the Buyer X days before the date scheduled for the tests. The corresponding reception certificate will be signed by the representatives of both parties having participated to said tests.
   	In case tat, notwithstanding the notice duly given, the delegates of the Buyer would not attend the tests, the Supplier, will proceed with the tests and will establish under his own responsibility the corresponding reception certificates.
   	Both patties will deem the reception thus made at plant by the Supplier alone as having the same effects as the contradictory reception provided for above.
   	In case the Supplier and the delegates of the Buyer attending the tests would disagree on the results of said tests, it will be resorted to the decision of... whose report on tests will have the same affects as the contradictory reception certificate provided for above.
	b. Provisional Reception    	Within the period stipulated by article 7 above, the Supplier will give due notice to the Buyer that the whole... is ready for the provisional reception tests.
   	This provisional reception will be made by mutual agreement between the parties and the corresponding certificates will be signed by both.
   	If it appears that additional work is required in order that the equipment meet, to the satisfaction of the Buyer, the technical specifications (yields, performances... etc) required by the present contract, the Buyer will so inform the Supplier who will proceed accordingly within X days following the demand. The penalties will not be applicable to the delays incurred during the period of realization of the additional works thus required.
   	In case that, within 8 days the date of the notification provided for above, the Buyer would omit to send his delegates to attend the tests, the Supplier will proceed with the tests under his own authority and will establish the corresponding reception certificates. The provisional reception thus made by the Supplier, alone will be deemed by both parties as having the same effects as the contradictory provisional reception provided for above, particularly in so far as applications of article 9. b. 2. above is concerned.
   	In case that the Supplier and the Buyer would disagree on the results of the tests, it would be resorted to the decision of.... whose report on tests will have the same effects as the contradictory provisional certificate provided for above, particularly in so far as application of article 9. b. 2. is concerned.
c. Final Reception 
    	"Within X months following the dates of the provisional certificates and/or test reports, the parties will proceed with the final reception. The final reception certificates and/or final test reports will be established in the same conditions and with the same options, for the benefit of either Supplier and Buyer, as the conditions and options provided for under paragraph b. of the present article.
   	"The final reception certificates and/or test reports established in conformity with said conditions and options will have all the effects that the present contract stipulates for such documents, and particularly the effects stipulated by article 9. 3. b. above (and/or article 17 below).
   	"In all the cases covered by paragraphs a., b. and c. above, the cost of the inspection eventually made by... will be sustained by the party having decided to resort to this (company, agency, service... etc...) in case that the decision rendered proves that the other party was right. Reciprocally, it will be sustained by the other party of said other party is proved to be wrong."    Eventualmente acrescentar:    	"The provisional and final reception certificates provided for by the present article will be established in conformity with the models annexed to the present contract (annex 2) which constitutes a part of the contract."   
	
	Article 16 - Force Major 
	The Supplier will incur no liability for late delivery if he can justify that the has been prevented by force major from respecting the delivery stated in article 7 above, and in such cases, the penalties provided for under article 12 above will not be applicable.
	In case that the event justifying the delay would extend for a duration of more than X months, the parties could then examine the ways and means to terminate the present contract by mutual agreements, failing to which it would be resorted to arbitration as provided for under article 18 below.

	Article 17 - Performance Bond (or Performance Guarantee) 
	"An original copy of the Final reception Certificate and/or test report will be presented by the Supplier to the Bank having established the Performance Guarantee in favour of the Buyer. The presentation of this document to said bank will result in the automatic release of the Performance Guarantee given pursuant to the terms of the present article. The Bank or Banks issuing the guarantee required will so stipulate when the guarantee list issued, and the Buyer agrees that a guarantee issued under such condition will be fully acceptable to him." 

	Article 18 - Arbitration