- Oct 3, 2018
- 2,945
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Purchase & Sale Agreement This Purchase Agreement ("Agreement") is made effective as of [Date], by and between Jaguar Land Rover Automotive PLC (herein referred to as Land Rover), a company organized and existing under the laws of the United Kingdom, with its principal place of business at Abbey Rd, Whitley, Coventry CV3 4LF, United Kingdom, and the Government of the Russian Federation (Herein referred to as Russia), represented by Alexander Vladimirovich Yakovenko, with its principal place of business at 6/7 Kensington Palace Gardens, London W8 4QP, United Kingdom. 1. Purchase of Range Rover Vehicles: Subject to the terms and conditions set forth herein, Russia agrees to purchase and Land Rover agrees to sell 120 Range Rover vehicles ("Vehicles") for purposes of state vehicles for the Russian Government. 2. Vehicle Specifications The Vehicles shall meet the following specifications: - A 13 mm explosive-resistant steel plate underneath the body. - Titanium and Kevlar-lined cabins. - Armored windows with bullet-resistant polycarbonate toughened glass. - Run-flat tires. - Bodywork capable of withstanding hits from 7.62mm high-velocity, armor-piercing rounds. - Independent, self-contained oxygen supply to protect passengers against chemical or biological attacks. - Capable of withstanding a blast equivalent to 15 kg of TNT and sustained attack by various armor-piercing weapons. 3. Purchase Price: The total purchase price for the Vehicles shall be [to be added] to be added] USD, payable as follows: Purchase Schedule: Progress Payments: Russia shall make progress payments to Land Rover as follows: - 25% of the total purchase price upon completion of confirmation of testing completion by the Federal Protective Service for beginning the order. - 25% of the total purchase price upon completion of the delivery order and notification to the Russian Embassy in London. 3.1 Initial Payment: Upon signing of this Agreement, Russia shall make an initial payment of 25% of the total purchase price, amounting to [to be added] USD, to Land Rover. 3.2 Production Commencement: Following receipt of the initial payment, Land Rover shall commence production of the Vehicles within thirty [30] calendar days of the approval by the assigned Russian Agency (Federal Protective Service) of meeting the testing standards outlined in this contract. 4. Final Payment: Russia shall make the final payment of the remaining balance of the total purchase price upon completion of production and prior to delivery of the Vehicles. 5. Delivery: Upon receipt of the final payment, Land Rover shall deliver the Vehicles to Russia's Great Port of Saint Petersburg. 6. Inspection Period: Russia shall have 90 days from the date of initial delivery to inspect the Vehicles and determine whether they conform to the specifications outlined in this Agreement. 6.1 Land Rover shall make available to Russia three (3) vehicles for full testing during the initial delivery phase. 6.2 Russia shall have 90 days from the date of final delivery to inspect the Vehicles and determine whether they conform to the specifications outlined in this Agreement. Russia may accept or reject the Vehicles in writing within this period. Rejection shall be governed by Clause 9 for indemnity. 7. Acceptance: Upon satisfactory inspection and acceptance of the Vehicles, Russia shall notify Land Rover in writing of its acceptance, signifying the commencement of the delivery phase. 8. Confidentiality Clause: Land Rover agrees to keep all details regarding the specifications and purchase of the Vehicles strictly confidential. In the event of any unauthorized disclosure, Land Rover shall be liable to pay Russia financial damages in the amount of three hundred million USD, $300,000,000.00. 9. Indemnity Clause: In the event that any of the Vehicles fail to meet the specifications outlined in Section 2, Land Rover shall indemnify Russia for damages up to 50% of the total order price to which Russia will be allowed to take the vehicles as-is condition, or that Russia shall be reimbursed up to 100% of the total order price to which Land Rover will receive the total order back. 9.1 In the event that Russia is sued in any court located in the United Kingdom or subject to British jurisdiction arising out of or relating to any breach of this Agreement by Seller, Seller agrees to indemnify and hold harmless Russia from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) incurred by the Indemnified Parties as a result of such lawsuit. 9.2 Seller's indemnification obligations under this clause shall apply regardless of whether the lawsuit alleges negligence, breach of contract, strict liability, or any other theory of liability. Seller shall promptly reimburse Russia for any amounts paid by Russia in settlement of any such lawsuit or as a result of a final judgment rendered by any court under British jurisdiction. 9.3 This indemnity clause shall survive the termination or expiration of this Agreement and shall remain in full force and effect thereafter. 10. Warranty: Land Rover warrants that the Vehicles will be free from defects in materials and workmanship for a period of three years following delivery. Land Rover shall repair or replace any defective Vehicles at no additional cost to Russia during the warranty period. 11. Title and Risk of Loss: Unless otherwise agreed upon in writing, Land Rover shall bear the risk of loss or damage to the Vehicles during transportation if Land Rover chooses not to use a service provider selected by Russia. Title to the Vehicles shall transfer from Land Rover to Russia upon Russia's acceptance of the Vehicles in accordance with Section 6. 12. Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, or labor disputes. 13. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with British Commercial Law. Any disputes arising under or in connection with this Agreement shall be exclusively resolved by the International Court of Justice. 14. Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. 15. Amendments: No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both parties. 16. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 17. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. 18. Notices: Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, postage prepaid, to the addresses specified in this Agreement. 19. Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or any other provision hereof. | |||
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