CONTRACT
This contract is made on by and between:
(1) INSIGHT VISION LTD, with registered office at Stara Zagora 6003, D-r Todor Stojanovich Str. N 2, entr. b, fl.4, office 46, Bulgaria, Company Reg. N: 123719597, VAT N: BG 123719597, represented by Stanislav Kosev, hereinafter referred as “INSIGHT VISION”
and
(2) ......................................................................... with registered office at ..............................VAT N:..............................., represented by ............................................... ,hereinafter referred to as “THE ASSIGNOR”,
It is agreed as follows:
I. Subject of the Contract
1. The ASSIGNOR hereby assigns and INSIGHT VISION agrees to organize the manufacture of DVD and CD discs , according to ASSIGNMENT ORDERS, placed by the ASSIGNOR, hereinafter referred to as “THE GOODS” which the ASSIGNOR is authorized to reproduce and distribute.
2. Each order shall be individualized by a written ASSIGNMENT ORDER (AO). Each AO shall be confirmed as accepted by the COMPANY in writing with sending the corresponding OFFER to the ASSIGNOR’s email address. THE ASSIGNMENT ORDER and the OFFER shall be integral part of this Contract
3. In case that THE GOODS shall be delivered with packaging, INSIGHT VISION performs the packaging and packages at ASSIGNOR` s expense. The ASSIGNOR warrants and declares that he irrevocably accepts the quality of the packages offered by INSIGHT VISION.
4. If the ASSIGNOR assigns the authoring and pre-mastering of the input materials to the COMPANY, he shall pay all expenses and confirm with written declaration the final master, which will be used as input material for the Production, before the commencement of the Production.
II. General conditions of the Contract
5. The ASSIGNOR hereby warrants and declares that he is the legal holder of the intellectual property rights to reproduce on the Territory of Bulgaria, distribute and import the GOODS subject of the present Contract, on the Territory of ......................................................for which they have been specifically designed, and that he has not infringed nor it shall infringe any third party rights. The ASSIGNOR hereby also warrants and declares that he is the legal holder of the rights over all materials submitted to INSIGHT VISION, and that he has received all required permissions, authorizations and licenses in this connection and in conformity with the applicable rule under the international law.The ASSIGNOR hereby warrants and declares that, upon request by INSIGHT VISION, he will supply copies of the above mentioned documents evidencing such copyrights.
6. The ASSIGNOR shall assume any liability claims deriving from the existence and use of the intellectual property rights, as well as from the production and the distribution of the GOODS. INSIGHT VISION shall not be held liable for any third party claims for breach or misuse of intellectual property rights.
7. The ASSIGNOR hereby warrants and declares that the materials covered by the ORDERS, do not contain child’s pornography, sodomy, etc. which is prohibited by the Bulgarian and international law.
8. The performance of each ORDER can be canceled by a written request of the ASSIGNOR before the definitive commencement of the performance of the assigned work, only after consent by INSIGHT VISION, which shall be granted after the definitive payment of all expenses by the ASSIGNOR.
9. The ASSIGNOR shall pay for all preparatory works performed by INSIGHT VISION at ASSIGNOR’s request.
10. The execution of the work by INSIGHT VISION shall start after the occurrence of the following conditions:
a) The ASSIGNOR has delivered to INSIGHT VISION all necessary materials described in the ASSIGNMENT ORDER FORM, according to the technical specification and necessary to complete the production process and objectives.
b) The ASSIGNOR has performed all his obligations under the terms and conditions of this Contract.
III. Prices and ways of payment
11. The price of all assigned works and the terms of payment are specified in Appendix 2 to this contract (the OFFER).
12. All expenses for the delivery of the incoming materials to INSIGHT VISION, packing, preparatory works etc. shall be born by the ASSIGNOR.
13. The payment shall be performed via a bank transfer, unless otherwise agreed between the parties. All bank charges related to the transfer are to be born by the ASSIGNOR.
14. INSIGHT VISION shall submit an invoice for the Order. The invoice shall be denominated in the currency of the OFFER.
IV. Delivery
15. The delivery of the GOODS from INSIGHT VISION to the ASSIGNOR shall be performed after the ASSIGNOR has completed all the terms and conditions of this Contract.
16. The means of delivery and the place of receipt of the GOODS are specified by the ASSIGNOR in the Appendix 2- ASSIGNMENT ORDER.
V. Claims and PenaltIES
17. In case of cancellation of the contract because of a guilty behavior or misconduct of the ASSIGNOR, he shall pay a penalty equal to the expenses made by INSIGHT VISION multiplied by 10%.
18. In case of a delay in the payment of the amounts due, according to Art.11, the ASSIGNOR shall pay a penalty equal to the payments due and the accrued legal interest on the current amount due.
19. In case of delay in the performance of the order by fault of INSIGHT VISION, the ASSIGNOR shall have the right to receive the payment of a penalty equal to the accrued interest.
20. The ASSIGNOR has the right to make a claim within a period of 7 (seven) days as of the date of receipt of the GOODS.
21. INSIGHT VISION is not liable for mistakes or loses in process before replication (authoring and pre-mastering).
VI. DURATION OF THE CONTRACT
22.The contract enters into force on the date of signing of both parties stated above and will be valid for 1(one) year.
23. Said term of validity may be extended by written agreement between the Parties hereto.
VІI. TERMINATION of the contract
24. The present Contract shall be terminated in the following cases:
a) Upon the full performance of the terms and conditions of the contract;.
b) Upon explicit mutual agreement between the parties
c) In case of insolvency or liquidation of one of the parties.
VІІI. Exoneration from responsibility
25. INSIGHT VISION shall not bear any liability in case that the quality input materials including stampers which have been submitted by the ASSIGNOR do not adhere to the quality standards.
26. INSIGHT VISION shall not bear any liability in case of non-performance of the terms and conditions of the Contract due to circumstances outside its control, including the occurrence of a force majeure according and other circumstances which prevent the normal operations and functioning of INSIGHT VISION.
27. Force majeure are any events or actions of an emergency nature that could not have been foreseen or avoided by the Parties, and have occurred following conclusion of this Contract as a result of war, blockade, an act of God, strike, embargo, governmental and administrative restrictions and other events and actions that are beyond the reasonable control of such party.
IX. TITLE AND RISK OF THE GOODS
28.1. Ownership of the Goods shall transfer from INSIGHT VISION to the ASSIGNOR in the moment of taking them from INSIGHT VISION` s site.
28.2. The risks of the Goods shall transfer to ASSIGNOR depending on the Incoterms clause, set forth in the OFFER.
X. NOTICES
29. The Parties agree that all notices shall be in writing delivered by: post, by fax to the addresses and fax numbers specified in this agreement, or by e – mail at sales@insightvision.biz, provided the recipient confirms in writing (by email or otherwise) that the notice has been safely received.
XI. Additional conditions
30. The parties agree not to disclose to any third party the terms and the conditions of the present contract or any information concerning the other party, which they have obtained in the process of performance of their obligation under the contract.
31. The ASSIGNOR is entitled to transfer his rights deriving from or connected with the present contract to third parties only after receiving a prior written consent from INSIGHT VISION with an original signature of the authorized person and seal.
32. The parties declare that they have full power and authority to enter into and to perform this Contract pursuant to the terms and conditions hereunder.
33. The present Contract can be amended or supplemented only after the explicit written agreement between the parties.
34. This Contract supersedes all prior oral or written agreements, notices etc., in respect of the subject matter set forth in this Contract.
35. Each party shall not be bound by any provisions in terms or conditions or other provisions in orders, quotation, acknowledgment or acceptance forms or other documents which propose any terms or conditions differing with the terms and conditions of this Contract.
36. The present Contract raises rights and obligations for the parties irrespective of possible future changes in the property or the management of some of them.
37. Failure or delay of any party to assert a right under this Contract shall not be construed as a waiver of such right or from the right to ask performance of each or all obligations, due to this contract.
38. The invalidity of any provision of the contract or additional stipulated conditions, shall not affect the validity of any other provision of the Contract or of the whole contract.
39. The Bulgarian law shall apply for all unsettled questions in this contract.
40. Any dispute regarding the existence and validity of this Contract, or in relation to any violations thereof, incl. disputes and/or disagreements regarding the validity, interpretation, termination, performance or non-performance hereof, shall be resolved amicably between the parties. Should no agreement is reached by way of negotiations between the parties within 30 (thirty) days, such dispute shall be referred for examination and resolution by the Arbitration Court or the Bulgarian Chamber of Commerce and Industry, in accordance with the Rules of the same, by a panel of three arbitrators. The Bulgarian substantive law shall apply. The decision of the Arbitration Court shall be final and subject to immediate execution.
DЕFINITIONS:
1. INTELLECTUAL PROPERTY RIGHTS – shall mean all present and future intellectual property rights of any nature including, but not limited to design rights, trade marks, domain names etc.
2. ASSIGNMENT Order form – the document specifying the technical terms, conditions and requirements for the production of the GOODS which is signed by the ASSIGNOR, Appendix No 1 to this contract.
3. OFFER – a document prepared under an ORDER FORM, containing information as to the quantity, prices, means of delivery, insurance and other parameters, which is signed by INSIGHT VISION, Appendix No 2 to this contract.
Done in two identical counterparts, one for each Party, and signed by them, as follows:
For and on behalf of INSIGHT VISION: For and on behalf of the ASSIGNOR:
Name: Stanislav Kosev Name
Title: Director Title:
Date: Date: