Terms for Selecting Counterparties
These Terms for selecting counterparties for entering into a supply agreement with Open Joint-Stock Company Glubokoe Dairy - Canning Factory are published in accordance with clause 1 of Article 19 of the Law of the Republic of Belarus dated 08.01.2014 No. 128-Z On State Regulation of Trade and Public Catering in the Republic of Belarus (hereinafter, the Law).
- Terms for selecting counterparties for entering into supply agreements.
- The Company enters into supply agreements on terms that do not permit discriminatory treatment of counterparties, where there is a need to supply the relevant goods.
- The Company's counterparties may be any legal entities or individual entrepreneurs registered in the prescribed manner and meeting the requirements below.
- Requirements for a counterparty to enter into a supply agreement:
- The counterparty is registered in the manner prescribed by law;
- No bankruptcy and/or liquidation proceedings are being conducted in respect of the counterparty, and there are no grounds to believe that such proceedings will be initiated and carried out in respect of the counterparty during the term of the agreement;
- The counterparty is not listed in the Register of Commercial Organisations and Individual Entrepreneurs at High Risk of Committing Offences in the Economic Sphere;
- The counterparty holds a special permit (licence) to sell the goods if the need for such a permit is provided for by the applicable legislation of the Republic of Belarus;
- The counterparty has the reputation of a reliable partner: there are no instances of non-performance or improper performance of its assumed obligations, no instances of violations of applicable legislation, no information about repeated breaches by the counterparty of goods supply agreements concluded with its other partners; the counterparty has a stable financial position and is interested in increasing demand for goods and optimising the movement of goods.
- To enter into a supply agreement, the counterparty provides the Company with duly certified copies of documents, including:
- For legal entities:
- Certificate of state registration of the legal entity;
- A copy of the latest version of the counterparty's charter (pages 1 — 3 and the last page);
- A copy of the licence if the activity carried out by the counterparty is subject to licensing under the legislation of the Republic of Belarus;
- Duly executed confirmation of the authority of the person signing the documents (a power of attorney, copies of orders and minutes);
- A counterparty information card certified by the signatures of the head and chief accountant, containing the counterparty's full and abbreviated names; legal and actual addresses; telephone numbers; UNP tax number; and the full names of the head and chief accountant.
- For individual entrepreneurs:
- Certificate of state registration;
- Certificate of registration with the tax authority (UNP);
- Citizen's passport (pages showing the photograph and registered residence address).
- The Company reviews commercial offers, documents and information from counterparties and decides whether to enter into a supply agreement or refuse to do so within no more than 14 calendar days of receiving the commercial offer and documents (information) from the potential supplier. The Factory assesses a commercial offer using information provided by the potential counterparty and publicly available information from various sources, including the Internet.
- Grounds for refusal to enter into a supply agreement with a potential counterparty are:
- The potential supplier does not meet one or more of the above requirements for a counterparty;
- The counterparty fails to provide additional information in response to the Company's request within the time limit specified in that request;
- The potential supplier's commercial offer lacks the necessary information about the counterparty and the goods;
- Failure to reach agreement on the terms of the supply agreement.
- For legal entities:
- Procedure for the supply, acceptance and payment of goods supplied.
- Food products are supplied in accordance with the delivery terms agreed in the supply agreement between the Company and the counterparty.
- Food products are accepted in accordance with the Regulation on the Acceptance of Goods by Quantity and Quality, approved by Resolution of the Council of Ministers of the Republic of Belarus dated 03.09.2008 No. 1290, and taking into account the specific arrangements agreed between the Company and the counterparty in the relevant supply agreement.
- Settlements with the counterparty for food products supplied are made by non-cash bank transfer using a payment order, on terms of advance payment or deferred payment within the periods agreed in the food products supply agreement.
- Grounds for amendment and termination of the agreement
- The agreement may be amended or terminated by agreement of the parties unless otherwise provided by the Civil Code of the Republic of Belarus, other legislative acts or the agreement.
- At the request of either party, the agreement may be amended or terminated by a court decision only:
- In the event of a material breach of the agreement by the other party;
- In other cases provided for by the Civil Code of the Republic of Belarus, other legislative acts or the agreement.
- A breach of the agreement by one party is deemed material if it causes the other party such damage that it is substantially deprived of what it was entitled to expect when entering into the agreement.
- In the event of a unilateral refusal to perform the agreement in full or in part, where such refusal is permitted by legislation or agreement of the parties, the agreement is deemed terminated or amended accordingly.
- The Company may unilaterally refuse, out of court, to perform a food products supply agreement if the other party is declared bankrupt (economically insolvent), sells its entire property complex, effectively ceases its business activity, or if the other party's main assets are confiscated, seized and/or made subject to an embargo.