Sample contract for the development of a detailed design for power supply. Contract agreement for design and survey work

1. THE SUBJECT OF THE AGREEMENT

1.1. The Customer instructs the Designer to prepare a task for execution design work and technical documentation, and the Designer undertakes to prepare an assignment for the implementation of design work and, in accordance with the assignment, develop technical documentation (project) for an individual building for construction at the address: .

1.2. The assignment prepared by the Designer becomes binding on the parties from the moment it is approved by the Customer.

1.3. The designer is obliged to comply with the requirements contained in the assignment and other initial data for performing design and survey work, and has the right to deviate from them only with the consent of the customer.

1.4. The Designer’s right to carry out the work provided for in this Agreement is confirmed by the following documents:

• License No. dated "" year, issued.

1.5. The designer undertakes to prepare the following documents: .

2. COST OF WORK AND PAYMENT PROCEDURE

2.1. The cost of design work is rubles, VAT rubles, and is determined by the table “Calculation of volumes and costs of work” (Appendix No.).

2.2. The cost of design work is determined in accordance with the volumes project documentation. In case of a significant increase in the volume of work, the cost may be changed by agreement of the parties.

2.3. Within days after the conclusion of this Agreement, the Customer transfers the amount specified in clause 2.1 to the Designer’s bank account.

3. DATE FOR COMPLETION OF DESIGN WORK

3.1. The designer undertakes to complete the design work in full within days from the date of conclusion of this contract.

4. OBLIGATIONS OF THE PARTIES

4.1. The designer is obliged:

• Carry out work in accordance with the assignment and other initial design data and the contract;
• Coordinate finished technical (design) documentation with the Customer, and, if necessary, together with the Customer - with competent government agencies and organs local government;
• Transfer to the Customer the finished technical (design) documentation and the results of survey work.

4.2. The designer has no right to transfer technical documentation to third parties without the consent of the Customer.

4.3. The Designer guarantees to the Customer that third parties have no right to prevent the execution of work or limit their execution on the basis of the technical documentation prepared by the contractor.

4.4. The customer is obliged:

• Pay the Designer the price established by this Agreement;
• Use the technical (design) documentation received from the Designer only for the purposes provided for in the Agreement, do not transfer the technical documentation to third parties and do not disclose the data contained in it without the consent of the Designer;
• Provide the necessary assistance to the Designer in carrying out design work;
• Participate together with the Designer in the coordination of finished technical documentation with the relevant government bodies and local governments;
• In the event of a significant change in the initial data, as well as due to other circumstances beyond the control of the Designer, resulting in a significant increase in the cost of design work, reimburse the Designer for additional costs incurred in connection with this;
• In the event of a legal dispute involving a third party filing a claim against the Customer due to deficiencies in the technical documentation drawn up, involve the Designer in the case.

5. RESPONSIBILITY OF THE PARTIES

5.1. The designer is responsible for the improper preparation of technical (design) documentation, including deficiencies subsequently discovered during construction, as well as during the operation of the facility created on the basis of technical documentation.

5.2. If deficiencies are discovered in the technical documentation, the Designer, at the request of the Customer, is obliged to redo the technical documentation free of charge, as well as to compensate the customer for losses caused.

5.3. In case of violation of the deadlines for completing design work, the Designer pays the Customer a penalty in the amount of % for each day of delay, but not more than % of the total cost of the work, unless he proves that the delay was due to the Customer’s fault.

6. RESOLUTION OF DISPUTES BETWEEN THE PARTIES. JURISDICTION OF DISPUTES FROM THE AGREEMENT

6.1. Controversial issues arising during the execution of this Agreement are resolved by the parties through negotiations, and the resulting agreements are necessarily recorded by an additional agreement of the parties (or protocol), which becomes an integral part of the Agreement from the moment of its signing.

6.2. If a dispute arises between the Customer and the Designer regarding the shortcomings of the work performed or their causes and the impossibility of resolving this dispute through negotiations, at the request of either party, an examination may be appointed. The costs of the examination are borne by the Designer, except in cases where the examination establishes that the Designer has not violated the terms of this Agreement and the technical documentation. In these cases, the costs of the examination are borne by the party that requested the appointment of the examination, and if it is appointed by agreement between the parties, both parties equally.

6.3. If no agreement is reached on controversial issues, the dispute arising from this Agreement shall be subject to consideration in a court of general jurisdiction on the territory of the Russian Federation, on the basis of the law of the Russian Federation and in the manner established by the legislation of the Russian Federation. In accordance with the claim, the claim is brought at the place of permanent residence of the Customer.

6.4. The applicable law of the parties is the legislation of the Russian Federation.

6.5. On issues not regulated by the Treaty, laws and other laws are subject to application. legal acts of the Russian Federation, including relevant legal acts adopted by the constituent entities of the Federation and local governments. If the terms of the Agreement conflict with the provisions of laws and other legal acts, the law or other legal act shall be applied.

7. OTHER CONDITIONS

7.1. Correspondence between the parties is carried out by exchanging fax messages, messages Email, registered letters. Messages are sent to the addresses specified in the Agreement. The date of the relevant notification is considered to be the day the fax or email message is sent, as well as the day after the letter is sent by mail.

7.2. This agreement has been drawn up in two copies - one for each party. In case of translation of the text of the Agreement and any annex to it into foreign language, the text in Russian will prevail.

8. LEGAL ADDRESSES AND PAYMENT DETAILS OF THE PARTIES

Designer

• Legal address:
• Mailing address:
• Phone fax:
• INN/KPP:
• Checking account:
• Bank:
• Correspondent account:
• BIC:
• Signature:

Customer

• Registration address:
• Mailing address:
• Phone fax:
• Passport series, number:
• Issued by:
• When issued:
• Signature:

It goes without saying that you should always pay attention to the header of the contract, but this applies to the legal sphere. Let's consider the process of drawing up a contract for a project from a technical point of view. Conclusion of a contract for electrical supply design should begin with defining the scope of the project and design stages. There are stages of design: EP (dramatic design), P (project), P (working documentation) and RP (detailed design). Typically, design consists of two stages P + R, but for simple objects it is permissible to combine two stages into one RP.
At the preliminary design stage of the electronic design, the concept of the object is developed and pre-design surveys are carried out. Integrated economic and technical indicators are analyzed. For example, at this stage the possibility of obtaining and paying for electrical power is determined.
At the design stage, P is prepared permitting documentation for approval. The documentation at this stage contains fundamental technical solutions. The project contains a graphic part and an explanatory note. The graphic part must include circuit diagram electricity supply
At the stage of working documentation P, a detailed detailed design for installation work is developed. Working drawings are prepared on the basis of stage P. Stage documentation (P) is developed on the basis of the approved previous stage Project (P) for construction and installation work.
A project at the RP stage is developed for simple objects based on the design specifications. The working draft consists of the approved part and working drawings. The working draft is undergoing approval, as at stage P.
Knowing the design stages, the client knows exactly what he will get as a result power supply design. Electrical design contract should approximately correspond to a price distribution of 30 percent of the base price for the P stage, 70 percent for the P stage, 85 percent for the RP stage and 15 percent for the EP stage. The base design price in the design contract should be determined in state prices of the Gosstroy of Russia in terms of the current price level for special collections for different types structures.
The design contract necessarily contains a clause of the Customer's obligations. Before the start of design, the contractor must be provided with initial documents, without which design is technically impossible. For internal power supply, this is a power permit, a delimitation act and a technical specification. For external power supply, this includes a geological basis, a landscaping project, and a vertical layout.
You can download a standard design contract on our website. The presented design contract is a sample that must be adapted to specific conditions.
In conclusion, it should be noted that an agreement for the provision of design services can only be concluded with an organization that has SRO approval for design.

© All materials are protected by the Russian Federation copyright law and the Civil Code of the Russian Federation. Full copying is prohibited without permission from the resource administration. Partial copying is permitted with a direct link to the source. Author of the article: team of engineers from OJSC Energetik LTD

The construction of a capital facility is unthinkable without the availability of design documentation. As a rule, the developer entrusts the development of design documentation to a specialized design organization, concluding an appropriate agreement with it. This article will discuss some features of the contract for design work.

Essential terms of the agreement

Due to the fact that the contract for the performance of design work is a type of contract, legal regulation such an agreement is carried out by the rules contained in § 4 ch. 37 of the Civil Code of the Russian Federation, as well as the general rules on contracts (clause 2 of Article 702 of the Civil Code of the Russian Federation). Consequently, the essential terms of the contract for the implementation of design work are: - the subject of the contract (Article 758 of the Civil Code of the Russian Federation); - initial and final deadlines for completing the work (clause 1 of Article 708 of the Civil Code of the Russian Federation). Judicial practice proceeds from the fact that the subject of a contract for the performance of design work is the implementation of the relevant work (design task, as well as other initial data necessary for the preparation of technical documentation) and the transfer of their result - the project - to the customer. If the parties agree on these nuances, the contract is recognized as concluded (Resolutions of the Federal Antimonopoly Service of the Eastern Military District dated 02/25/2013 in case No. A43-24001/2010 and dated 11/09/2012 in case No. A43-24897/2010).

Note. Project documentation (project) is documentation containing materials in text form and in the form of maps (diagrams) and defining architectural, functional-technological, structural and engineering solutions for ensuring the construction, reconstruction of capital construction projects, their parts, major repairs ( Article 48 of the Civil Code of the Russian Federation).

It should be noted that the design assignment must be approved by the customer and be a written annex to the contract, and the deadlines for completing the work must comply with the requirements of Art. 190 of the Civil Code of the Russian Federation, for example, it is impossible to tie the deadline for completing work to the moment of transfer of the advance (Determination of the Supreme Arbitration Court of the Russian Federation dated 06/07/2010 N VAS-7051/10 in case No. A76-9817/2009-25-131) or provision of initial data (Resolution of the FAS FAS dated 10/08/2012 N F03-3798/2012 in case N A37-1895/2011). In the latter case, the court noted: by verbal agreement, the designer prepared a task for performing design work, but to date, due to comments by the customer, it has not been approved. Consequently, the subject of the contract was not agreed upon by the parties. In addition, the indication in the contract of events (presentation of initial data and payment for work) cannot be recognized as events that must inevitably occur, since these events depend on the will of the parties. In such circumstances, it should be recognized that the contract was not concluded, since the parties did not reach an agreement on all its essential terms.

For your information. Recognition of a contract as not concluded is not an unconditional basis for releasing the customer from payment for work performed (Determination of the Supreme Arbitration Court of the Russian Federation dated 06/07/2010 N VAS-7051/10 in case N A76-9817/2009-25-131).

Let us also dwell on such an important condition of the contract as the price of the work performed. The price of the contract is best determined by the estimate (clause 3 of Article 709 of the Civil Code of the Russian Federation). At the same time, the designer<1>It should be remembered that if during the work there is a need to perform additional work that is not included in the estimate, the designer is obliged to warn the customer about this and not to perform it without his consent (in writing). Otherwise, the designer will not be able to receive payment for additional work performed, even citing unjust enrichment of the customer. In particular, the Resolution of the Seventh Arbitration Court of Appeal dated July 24, 2012 in case No. A45-10269/2012 states: - the designer did not prove the existence of unjust enrichment of the customer, that is, his unjustified receipt of property or Money; - the work for which the claim is made is additional and was not provided for in the contract; - the designer did not take reasonable measures to notify the customer of the need to perform additional work not taken into account in the technical documentation, but carried it out without the latter’s consent. The customer did not give his consent to this work.

The Civil Code of the Russian Federation states that the parties to a contract for design work are the customer and the contractor. For ease of perception, the contractor in this article is replaced by the designer.

We add that the FAS ZSO supported the conclusions of the lower court (Resolution of November 28, 2012 in case No. A45-10269/2012). A similar approach is demonstrated by BAC (Determination dated December 25, 2012 N BAC-16435/12).

The content of any contract consists of the rights and obligations of the parties. The designer and the customer are subject to the rights and obligations of the parties to the contract with some features. For example, the customer is obliged to transfer the design task to the designer, as well as other initial data necessary for the preparation of technical documentation (clause 1 of Article 759 of the Civil Code of the Russian Federation).

Note! Clause 6 of Art. 48 of the Civil Code of the Russian Federation obliges the developer (technical customer) to transfer to the designer the urban planning plan of the land plot (territory planning project and territory surveying project in the case of preparation of design documentation for a linear facility), the results of engineering surveys (in the absence of them, the contract must provide for the task of performing engineering surveys) , technical conditions (if the functioning of the designed facility cannot be ensured without connection (technological connection) to engineering support networks).

If the customer fails to provide initial data, the designer, guided by Art. 719 of the Civil Code of the Russian Federation, must suspend the work and notify the customer in writing, otherwise he is responsible for performing the work of proper quality and in due time (Resolution of the Federal Antimonopoly Service VSO dated March 11, 2012 in case No. A74-2016/2011<2>).

Left in force by the Determination of the Supreme Arbitration Court of the Russian Federation dated May 2, 2012 N VAS-4916/12.

It should be noted that the customer, who did not transfer the necessary data to the designer on time, cannot demand termination of the contract for failure to complete the design work within the period established by the contract. In this case, the designer is recommended to notify the customer in writing of the need to provide the necessary initial data. For example, the Resolution of the FAS PA dated November 19, 2012 in case No. A12-14875/2011 states: from the conclusion forensics It follows that the reason for the designer’s failure to complete the design work in full was the customer’s failure to transfer the initial data for the design, namely the urban planning plan. In addition, it is clear from the designer’s letters that he asked to suspend design work from January to March 2010. In this regard, it is reasonable to conclude that there are no grounds for the customer’s refusal to fulfill the contract due to the designer’s failure to complete the work within the time period established by the contract. A change in the initial data entails the customer’s obligation to reimburse the designer for additional costs not provided for in the contractual relationship and incurred by the latter as a result of a change in the initial data due to circumstances beyond the control of the designer himself (paragraph 6 of Article 762 of the Civil Code of the Russian Federation). In such cases, you should pay attention to the fact that the implementation of additional work caused by changes in the initial data must be agreed upon with the customer (Resolution of the Federal Antimonopoly Service of the Moscow Region dated 07/03/2013 in case No. A40-58465/12-40-544, Seventeenth Arbitration Court of Appeal dated 12/10/2012 N 17AP-12824/2012-GK in case N A60-27683/2012). The best option in this case, it is the conclusion of an additional agreement and approval of a new technical specification. The customer is also obliged to participate together with the designer in coordinating the finished technical documentation with the relevant state bodies and local governments (paragraph 5 of Article 762 of the Civil Code of the Russian Federation). At the same time, judicial practice proceeds from the fact that the approval of design documentation can be entrusted to the designer on the basis of the customer’s instructions (Resolution of the Federal Antimonopoly Service dated February 19, 2013 in case No. A65-13555/2012).

For your information. There are examples when arbitrators recognize as a violation of the law the presence in the auction documentation of a condition imposing on the designer the obligation to coordinate design documentation with competent state bodies and local governments without the condition that, if necessary, such coordination of design documentation is carried out by the designer together with the customer (Resolution FAS PO dated June 11, 2013 in case No. A06-5269/2012).

In addition, the customer is obliged (Article 762 of the Civil Code of the Russian Federation): - to use the technical documentation received from the designer only for the purposes provided for in the contract, not to transfer it to third parties and not to disclose the data contained in it without the consent of the designer; - to involve the designer in the case of a claim brought against the customer by a third party in connection with the shortcomings of the compiled technical documentation. The main responsibility of the designer is to transfer the finished technical documentation to the customer (clause 1 of Article 760 of the Civil Code of the Russian Federation), which must meet the requirements of the law (technical regulations, SNiP, etc.).

Note. Project documentation is approved by the developer or technical customer in the presence of a positive conclusion from the examination of project documentation (clause 15 of article 48 of the Civil Code of the Russian Federation).

The procedure for conducting state examination of design documentation is established by the Regulations approved by Decree of the Government of the Russian Federation No. 145. According to clause 2 of this document, a technical customer, a developer or a person authorized by one of them has the right to apply for a state examination. Consequently, the designer’s obligation to submit the result of the work he has performed for examination can be assigned to him only by the terms of the contract. In this case, the authority of the designer to submit an application to the relevant body (institution) to conduct an examination of the design documentation and obtain approval from the developer or customer must be confirmed by an appropriate document (power of attorney). Otherwise (if the obligation to obtain approvals and conclude an examination is not assigned to the designer by the contract and a power of attorney was not issued to him), the customer does not have the right to demand the collection of penalties, citing the lack of a positive examination conclusion (Resolution of the Federal Antimonopoly Service ZSO dated September 24, 2012 in case No. A70-1179 /2012. Decree of the Government of the Russian Federation dated March 5, 2007 N 145 “On the procedure for organizing and conducting state examination of design documentation and engineering survey results.”

It is necessary to understand that if deficiencies are identified in the design documentation during the state examination, the designer must eliminate the violations. Otherwise, the designer is waiting Negative consequences, for example, the court may conclude that the result of the work has not been achieved, therefore the designer is obliged to return to the customer the amount of the previously received advance (Resolutions of the Federal Antimonopoly Service of May 8, 2013 in case No. A12-10521/2012 and of July 26, 2012 in case No. A12-18576 /2011). Inadequate performance of work on the development of project documentation is also its non-compliance with the mandatory requirements established by Decree of the Government of the Russian Federation N 87<4>. Otherwise (if during the examination a discrepancy between the project is revealed both in terms of the composition of the sections of the design documentation and their content), the designer will have to not only return the advance payment, but also pay for the examination and transfer the state fee for consideration of the dispute by arbitrators (Resolution of the Federal Antimonopoly Service dated 08/22/2013 case No. A12-18616/2012).

Decree of the Government of the Russian Federation dated February 16, 2008 N 87 “On the composition of sections of project documentation and requirements for their content.”

Designer's Responsibility

By virtue of paragraph 1 of Art. 761 of the Civil Code of the Russian Federation, the designer is responsible for the improper preparation of technical documentation, including deficiencies subsequently discovered during construction, as well as during the operation of the facility created on the basis of technical documentation. If deficiencies are discovered, the designer, at the request of the customer, is obliged to redo the technical documentation free of charge, as well as to compensate the customer for losses caused, unless otherwise established by law or the contract for the performance of design and survey work (clause 2 of Article 761 of the Civil Code of the Russian Federation). Losses may include, in particular, the costs of paying for the work of another designer brought in to eliminate comments in the design documentation (Determination of the Supreme Arbitration Court of the Russian Federation dated March 21, 2011 N VAS-2679/11), as well as the costs of eliminating the consequences of the collapse of a constructed facility (Resolution of the Federal Antimonopoly Service VVO dated October 17, 2012 N A79-3635/2011). In this case, the customer must prove the amount of losses he incurred, the illegality of the designer’s actions and his guilt, as well as the existence of a cause-and-effect relationship between the designer’s actions and the resulting losses (as a rule, in such cases, an appropriate examination is appointed).

A.V. Mandryukov Master of Law, expert of the journal “Construction: Accounting and Taxation” Signed for publication on November 8, 2013

CONSTRUCTION CONTRACT: GROUNDS FOR TERMINATION, AMENDMENT AND UNILATERAL REFUSAL OF PERFORMANCE

It's no secret that the main agreement governing economic activity construction organization, is a contract construction contract, mediating the construction (reconstruction) of some object or the performance of other construction work. However, in some cases, the purpose of the contract cannot be achieved due to non-fulfillment or improper fulfillment by the customer or contractor of the obligations assumed. This article will highlight some aspects of termination, modification and unilateral refusal to execute a construction contract in cases of improper execution.

General provisions of the Civil Code of the Russian Federation on termination, amendment and unilateral refusal to execute contracts

In accordance with Art. 310 of the Civil Code of the Russian Federation, unilateral refusal to fulfill an obligation and unilateral change of its conditions are not allowed, except in cases provided for by law; unilateral refusal to fulfill an obligation related to its implementation by the parties entrepreneurial activity, and unilateral changes in the terms of such an obligation are also allowed in cases provided for by the contract, unless otherwise follows from the law or the essence of the obligation.

According to paragraph 1 of Art. 450 of the Civil Code of the Russian Federation, amendment and termination of the contract are possible by agreement of the parties, unless otherwise provided by the Civil Code of the Russian Federation, other laws or the contract. By virtue of paragraph 2 of Art. 450 of the Civil Code of the Russian Federation, at the request of one of the parties, the contract can be changed or terminated by a court decision only: - in case of a significant violation of the contract by the other party (clause 1); - in other cases provided for by the Civil Code of the Russian Federation, other laws or an agreement (clause 2). In this case, a violation of the contract by one of the parties is considered significant, which entails such damage for the other party that it is largely deprived of what it had the right to count on when concluding the contract.

Note! The fundamental difference between paragraphs. 1 and 2 paragraphs 2 art. 450 of the Civil Code of the Russian Federation is that, by virtue of paragraphs. 2 (in contrast to paragraph 1), a person who applies to the court with a request to amend or terminate a contract is not required to prove damage caused to him by the actions of the other party to the contract (Resolution of the Federal Antimonopoly Service of the Moscow Region dated November 18, 2009 N KG-A40/11946-09).

In accordance with paragraph 3 of Art. 450 of the Civil Code of the Russian Federation in the event of a unilateral refusal to fulfill the contract in whole or in part, when such refusal is permitted by law or by agreement of the parties, the contract is considered respectively terminated or amended.

Note. The law provides the right to change or terminate the contract or refuse to perform it unilaterally.

Thus, the Civil Code of the Russian Federation provides for the following groups of grounds for termination and amendment of contracts: - by agreement of the parties (not considered in this article, since in case of improper execution of the contract it is practically not applied by the parties); - V judicial procedure; - in case of unilateral refusal to fulfill the contract in whole or in part (the issue of the relationship between the concepts of “unilateral refusal to perform the contract” and “termination of the contract” is debatable both in theory and in practice).

Grounds for termination and amendment of a construction contract in court

As practice shows, a significant violation of the construction contract occurs on the part of both customers and contractors. Thus, customers often violate the terms of payment for work performed or advance payments stipulated in the construction contract. As a rule, these violations are qualified by the courts as a significant violation of the construction contract on the part of the customer, which allows the court to satisfy the contractor’s claim for termination of the contract and the customer’s obligation to pay for the work performed (Resolution of the Federal Antimonopoly Service NWZ dated December 25, 2009 N A42-4935/2008). At the same time, not any violation by the customer of the terms of the construction contract regarding payment may be grounds for termination or modification of this agreement in court. This is confirmed by judicial practice (Resolution of the Federal Antimonopoly Service of the Moscow Region dated 07/02/2009 N KG-A40/5892-09). In the case under consideration, a contract agreement was concluded between the customer and the general contractor for the construction of a residential building with non-residential premises, in accordance with which the customer ordered, and the general contractor assumed obligations to carry out a full set of works for the construction and commissioning of the facility, the customer undertook to accept from the general contractor results of work and pay for them. The general contractor completed, and the customer accepted, the work, but did not pay for it in full, which prompted the general contractor to go to court with a demand to terminate the contract, the additional agreement thereto, and the collection of the principal amount. The cassation court recognized that the customer’s violation of the obligations to pay for the work performed by the contractor, accepted by him without comments, is a significant violation of the terms of the construction contract concluded between commercial organizations for the purpose of making a profit, and gives the contractor the right to demand termination of the contract. However, taking into account the specific circumstances of the case (at the time of consideration of the lawsuit, the facility was built and put into operation, the general contractor (plaintiff) had been paid more than 92% of the amount payable under the contract and the additional agreement to it, the general contractor has been collecting debt from the customer for a long time did not apply in accordance with the established procedure, and by the time the claim was filed for termination of the work contract and the additional agreement thereto the statute of limitations had expired (three years), the arbitrators refused to satisfy the general contractor's demands for termination of the work contract and the additional agreement thereto.

Note! In cases where the customer violates the terms of payment under a construction contract, it is sometimes advisable for the contractor to demand changes to the contract in terms of postponing the completion date of the work.

As an example, we can cite the Resolution of the Federal Antimonopoly Service No. F03-6946/2010 of September 22, 2010. In the case under consideration, the developer and the investor entered into an investment agreement<1>, under the terms of which the developer undertook to build a group of residential block sections of variable number of floors with built-in administrative premises, and the investor - to pay for the construction of this facility. Due to the fact that the investor fulfilled his obligation to pay the advance only partially, the developer repeatedly asked to change the construction completion date. Having received no response, the developer went to court with a demand to change the terms of the contract on the start and completion date of construction.

<1>In the legal dispute under consideration, the court qualified the existing legal relationship between the developer and the investor as regulated by the norms of § 3 of Chapter. 37 “Construction contract” of the Civil Code of the Russian Federation.

The court established the fact of a significant violation by the investor of the terms of the contract (violation of the terms of the advance), which resulted in the impossibility for the developer to make payments for the implementation of design work, conduct a state examination of the project, and make payments for other preparatory work, as a result of which the construction start dates were violated. Taking into account that leaving the terms of the contract on the completion date of construction in the previous version can lead to significant losses for the developer (due to sanctions being imposed on him for delay), the court satisfied the requirements to change the terms of the contract regarding the terms of completion of construction and commissioning of the facility. However, when making a request to change the completion date of work due to the customer’s failure to fulfill the obligation to pay the advance, the contractor must correctly qualify the relationship of the parties in terms of their actual legal essence, and also be extremely careful in drawing up the terms of the contract (including the payment of the advance) with from the point of view of legal certainty. A striking example The contractor’s failure to pay due attention to these circumstances is Resolution of the Fifteenth AAS dated 16.02.2010 N 15AP-12686/2009. As follows from the content of this Resolution, the contractor, due to the customer’s failure to pay the advance, went to court with a demand that the customer be obliged to enter into an additional agreement to the government contract<2>in terms of extending the deadline for its execution. At the same time, the contractor based his demand simultaneously on the provisions of: - clause 1 of Art. 767 of the Civil Code of the Russian Federation, which provides for the obligation of the parties to agree on new terms and, if necessary, other conditions for the performance of work in the event of a decrease in the corresponding budget funds allocated for financing contract work by the relevant state bodies or local governments in the prescribed manner; - clause 2 of Art. 450 of the Civil Code of the Russian Federation on the right of a party to a contract to go to court with a demand for unilateral termination or amendment of the contract in the event of a significant violation of the contract by the other party.<2>Considering this case, the court of first instance qualified the government contract concluded between the parties as a work contract, which was supported by the court of appeal.

At the same time, the contractor did not take into account that, by virtue of Art. 431 of the Civil Code of the Russian Federation, when interpreting the terms of a contract, the court takes into account the literal meaning of the words and expressions contained in it. At the same time, one of the clauses of the disputed contract stated that the customer, at his own discretion, pays an advance in the amount of up to 30% of the contract value, subject to the receipt of federal budget funds to his current account. In such circumstances, the court recognized that payment of the advance is not the responsibility of the customer, which excludes the contractor’s argument that the customer has materially violated the terms of the contract. In a number of cases, termination or modification of a construction contract is associated with the customer’s failure to fulfill its obligations to assist in the contractor’s performance of work, obligations to provide equipment, materials, and technical documentation. It is noteworthy that sometimes courts, when making decisions in such cases to terminate or amend construction contracts, are based on different positions clause 2 art. 450 Civil Code of the Russian Federation. In particular, the Resolution of the FAS ZSO dated October 13, 2010 N A75-21/2010 recognized the legal termination of the contract according to the rules of paragraphs. 1 item 2 art. 450 of the Civil Code of the Russian Federation, since the customer did not fulfill his obligations to transfer the construction project to the contractor within the agreed time frame, he did not assist in completing the construction of the project. In such circumstances, the contractor was largely deprived of what he was entitled to expect when entering into the contract. At the same time, in Resolution No. KG-A40/11946-09 dated November 18, 2009, the Federal Antimonopoly Service of Moscow indicated that the change in the deadline for completing the work occurred due to incorrect initial data contained in the design documentation; accordingly, the customer did not provide assistance to the contractor in the manner and extent provided for in the construction contract - the contractor’s demands to change the terms of the contract regarding the period of completion of the work were recognized as justified, but on the basis of paragraphs. 2 p. 2 art. 450 Civil Code of the Russian Federation. As noted above, termination of a construction contract is often caused by improper execution of this contract on the part of the contractor, which is often expressed in the latter’s failure to comply with the terms of the contract regarding the start and end dates of work, the deadline for delivery of the object (completed work) to the customer. Thus, in Determination No. 4977/08 dated April 28, 2008, the Supreme Arbitration Court agreed with the conclusion of the appellate court that violation of deadlines for the completion of work, failure to deliver completed work to the customer are significant violations of the terms of the contract, and recognized the legal termination of the contract on the basis of paragraphs. 1 item 2 art. 450 Civil Code of the Russian Federation. It should be noted that cases of termination of construction contracts when the contractor violates the deadlines for completing work are very common in judicial practice (Resolutions of the Federal Antimonopoly Service of the North Caucasus Region dated July 25, 2012 N A32-683/2011, FAS ZSO dated December 25, 2007 N F04-154/2007 (176- A75-11)). At the same time, a formal approach to the issue of a contractor’s violation of deadlines for completing work under a construction contract is unacceptable - without assessing the reasons for their violation. For example, in the FAS PO Resolution No. A65-24801/2010 dated December 8, 2011, the court stated the conclusion that establishing only the fact of violation of the deadline for completing work under the contract without assessing the reasons that led to the violation cannot serve as an unconditional basis for terminating the contract. For example, if the customer delayed the delivery of building materials (including on a toll basis) and equipment, the contractor could not complete the construction of the facility on time, but violation of the deadline in this case is not grounds for termination of the contract.

Note! The presence of certain shortcomings in the work performed by the contractor also does not always indicate the admissibility of terminating the construction contract, because the customer is obliged to prove the significance of these shortcomings (the impossibility of using the results of the work).

As set out in the Resolution of the Federal Antimonopoly Service dated March 11, 2012 N F09-77/12, the customer, demanding termination of the municipal contract for road repairs, referred to the fact that the installation of the leveling layer of asphalt concrete coating was carried out in violation of technology, the installation of the lower layer of the coating, sidewalks, the installation of curb stones was carried out poorly, the crushed stone base before the leveling layer of coating was not compacted and was dirty. The court found that the work was completed by the contractor, the road is operational, which indicates that the institution actually accepted the work performed on laying the asphalt pavement and that the result of the contract work had a consumer value for the customer. As a result, the court rejected the customer’s claim, indicating that poor quality work, taking into account the provisions of Art. Art. 723, 450 of the Civil Code of the Russian Federation, as well as the circumstances of the case established by the courts, do not in themselves entail termination of the contract in court. Thus, the assessment of a violation of a construction contract for the materiality of the violation will be made by the court at its discretion in each specific case (based on the actual circumstances of the case).

Mandatory pre-trial dispute resolution procedure

As established in paragraph 2 of Art. 452 of the Civil Code of the Russian Federation, a requirement to change or terminate a contract can be submitted by a party to the court only after receiving a refusal from the other party to the proposal to change or terminate the contract or failure to receive a response within the period specified in the proposal or established by law or the contract, and in its absence - in thirty days period. In accordance with paragraph 60 of the Resolution of the Plenums of the Armed Forces of the Russian Federation and the Supreme Arbitration Court of the Russian Federation N 6/8<3>a dispute about changing or terminating a contract can be considered by the court on its merits only if the plaintiff presents evidence confirming that he has taken measures to resolve the dispute with the defendant, provided for in paragraph 2 of Art. 452 of the Civil Code of the Russian Federation.

<3>Resolution of the Plenum of the Armed Forces of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 N 6/8 “On some issues related to the application of part one of the Civil Code of the Russian Federation.”

Thus, the Civil Code of the Russian Federation establishes a mandatory pre-trial procedure for resolving a dispute regarding the termination or amendment of a contract. Failure to comply with this procedure results in leaving the claim without consideration (Resolution of the Federal Antimonopoly Service of June 14, 2011 N A12-15581/2010). Consequently, a party intending to change or terminate a construction contract must send a proposal (claim) to the counterparty, in which they should propose to consider the issue of terminating or changing the contract. The text of such a proposal might look like this:

Agreements were concluded between Alpha LLC and Omega LLC for the installation and commissioning of power supply systems for the construction of residential buildings No. 5 and No. 7 (construction numbers), located at the address: Moscow, st. Ivanova, 60 (hereinafter referred to as the Agreement). As of 09/05/2012 Omega LLC is carrying out electrical installation work with a significant lag behind the schedules provided for in the above-mentioned agreements: 1) residential building No. 5: - floor and apartment electrical panels are not installed and equipped; - branch boxes have not yet been fully installed; - electrical boxes for installation of electrical fittings are not secured; - electrical panels in the electrical panel room are not fully supplied to the site and not equipped; - signal lights were not delivered to the site and installed on the roof; - as a result, no preparation is being made for the examination of completed electrical installations of a residential building; - the as-built documentation was not submitted to technical supervision; - the completed work was not presented to the general contractor with the preparation of appropriate documents in the KS-2 and KS-3 forms. 2) residential building No. 7: - the work on installing cables in the floors has not been completed, and accordingly, the premises have not been handed over for pouring the floors, which is holding back the execution of general construction work and the work of other subcontractors. The general contractor was fined for downtime due to lack of construction readiness; - technical supervision comments are not eliminated. Taking into account the above circumstances, in accordance with paragraph 2 of Art. 452 of the Civil Code of the Russian Federation, we offer you to terminate (terminate) the Agreement.

However, it seems that the customer may well take advantage of the right provided for in paragraph 2 of Art. 715 of the Civil Code of the Russian Federation (refuse to fulfill the contract). Implementation this right is possible out of court (clause 3 of Article 450 of the Civil Code of the Russian Federation), the situation will be discussed in detail below.

Note! When deciding on the mandatory nature of the provisions provided for in paragraph 2 of Art. 452 of the Civil Code of the Russian Federation of the pre-trial procedure for resolving disputes, it is necessary to distinguish between disputes directly about changes, termination of contracts and disputes about the application of special measures of liability for violation of a work contract (the latter category of disputes does not provide for a mandatory pre-trial procedure for settlement).

So, by virtue of Art. 723 of the Civil Code of the Russian Federation in cases where the work was performed by the contractor with deviations from the contract that worsened the result of the work, or with other shortcomings that make it unsuitable for the use specified in the contract, or in the absence of a corresponding condition in the contract of unsuitability for normal use, the customer has the right if not otherwise established by law or contract, at your choice, require the contractor to: - eliminate defects free of charge within a reasonable time; - a proportionate reduction in the price set for the work; - reimbursement of their expenses for eliminating defects, when the customer’s right to eliminate them is provided for in the contract (Article 397 of the Civil Code of the Russian Federation). Declared by the customer in accordance with Art. 723 of the Civil Code of the Russian Federation, the requirement for a proportionate reduction in the price established for the work is not a dispute about changing the terms of the contract. Therefore, the customer is not obliged to comply with a claim or other pre-trial procedure for resolving a dispute (Resolution of the Federal Antimonopoly Service of the Moscow Region dated May 17, 2012 N A40-114714/11-52-976).

Unilateral refusal to execute a construction contract

Termination of a contract in court (including a construction contract) is a very difficult process (the need to prove the materiality of the contract violation by the counterparty, the mandatory pre-trial procedure for resolving the dispute). The use of the procedure for refusing to perform a contract (clause 3 of Article 450 of the Civil Code of the Russian Federation) often allows one to overcome these difficulties, because refusal of a contract does not require the consent of the counterparty and does not require going to court, whereas termination of the contract (in the absence of the consent of the counterparty) can be carried out only in court. Accordingly, the institution of refusal to perform a contract due to the possibility of its prompt use is very effective means legal impact on the counterparty who violates the terms of the contract. Judicial practice proceeds from the fact that for a unilateral refusal of a contract, it is sufficient that the law or contract provides the opportunity to complete it: neither Art. 310, nor paragraph 3 of Art. 450 of the Civil Code of the Russian Federation does not link the right to unilateral refusal to fulfill a contract with the presence of any grounds for such refusal provided for by law or agreement of the parties. For a unilateral refusal to fulfill a contract related to the implementation of business activities by its parties, the very fact of indicating in the law or agreement of the parties the possibility of unilateral refusal is sufficient (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 09.09.2008 N 5782/08). However, the provisions of Art. 450 of the Civil Code of the Russian Federation, it seems, are not formulated clearly enough, because from the content of this article it is impossible to unambiguously establish what the essence of refusal to perform a contract is: - an independent (in relation to termination) basis for termination of the contract (Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated March 23, 2012 N 14 “On certain issues in the practice of resolving disputes related to challenging bank guarantees”<4>); - a type of its termination (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 16, 2010 N 13057/09); - a consequence of a unilateral refusal to fulfill the contract (Determination of the Supreme Arbitration Court of the Russian Federation dated June 27, 2012 N VAS-5761/12, Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated September 9, 2008 N 5782/08).

<4>In this Resolution, unilateral refusal to fulfill a contract and termination of a contract are separated by commas, which allows us to conclude that these concepts are different.

We believe that the correct approach is according to which a unilateral refusal to perform a contract is considered as an independent basis for termination of the contract (as opposed to termination of the contract). As follows from the contents of paragraphs 1, 2 of Art. 450 of the Civil Code of the Russian Federation, termination of a contract is a method of terminating a contract, which is permitted either by agreement of the parties (clause 1 of Article 450 of the Civil Code of the Russian Federation) or by a court decision (clause 2 of Article 450 of the Civil Code of the Russian Federation). In this case, refusal of the contract is another way of terminating the contract (carried out through a unilateral expression of will). So, in paragraph 3 of Art. 450 of the Civil Code of the Russian Federation establishes that in the event of a unilateral refusal to perform a contract in whole or in part, when such refusal is permitted by law or by agreement of the parties, the contract is considered respectively terminated or amended (the use of the word “considered” in this context indicates that a unilateral refusal to perform contract entails the same consequences as its termination - termination of the contract).

Order

In order to exercise its right to unilaterally refuse to perform the contract, the party to the contract must send the counterparty a notice of unilateral refusal to perform the contract. Refusal to execute the contract will have legal consequences in the form of termination of the contract only from the moment the counterparty receives such notice (Determination of the Supreme Arbitration Court of the Russian Federation dated 02.25.2011 N VAS-926/1, Resolution of the FAS VSO dated 02.08.2007 N A33-12164/06-F02- 3878/07, FAS MO dated 08/04/2011 N KG-A40/7815-11). It should be noted that a unilateral refusal to fulfill a contract is a transaction in the sense of Art. 153 of the Civil Code of the Russian Federation, accordingly, the provisions of the Civil Code of the Russian Federation on the form of transactions are applied to it. Thus, in the case of concluding a construction contract between legal entities or a legal entity and a citizen, notification of unilateral refusal of such an agreement in accordance with paragraphs. 1 clause 1 art. 161 of the Civil Code of the Russian Federation must be drawn up in writing. A notice of unilateral refusal to perform a contract may be stated as follows:

Between LLC "Alpha" and LLC "Omega" contract agreements were concluded for the execution of work on the installation of external storm sewerage and external domestic sewerage for the construction of residential buildings N N 5, 7 and 8 (building numbers), located at the address: Moscow, st. . Ivanova, 60. As of September 21, 2012, Omega LLC did not fully fulfill its obligations under the contracts: - installation of external storm sewerage was not carried out; - installation of external domestic sewerage was not carried out. At the same time, by virtue of clause 3.1 of the contracts, the deadline for completing work under the said contracts expires on September 23, 2012. By virtue of paragraph 2 of Art. 715 of the Civil Code of the Russian Federation, if the contractor performs the work so slowly that completing it on time becomes clearly impossible, the customer has the right to refuse to fulfill the contract. We hereby notify you of our refusal to fulfill the contracts. Based on clause 3 of Art. 450 of the Civil Code of the Russian Federation, contracts are considered terminated from the moment your organization receives this notice. We demand that the construction site be vacated by __ ______ 2012.

When sending a notice of unilateral refusal of a contract, the issue of determining the address of the counterparty is very problematic. In order to eliminate possible abuses regarding the recognition of a notice as improper (due to non-receipt by the addressee), it is highly advisable to provide for the following condition in the contract:

For the purposes of unilateral refusal to perform this agreement (unilateral refusal of this agreement), the corresponding notification of the party to this agreement must be sent to the address of the other party specified in this agreement (Section 15 “Addresses and details of the parties”). At the same time, the actual absence of the addressee at a given address may be grounds for recognizing such a notification as improper only if the other party is notified in advance of a change in actual location in writing.

Grounds for the customer’s unilateral refusal to fulfill the contract

1. According to paragraph 3 of Art. 708 of the Civil Code of the Russian Federation, if the deadline for completing the work, as well as other deadlines established by the contract, is violated, the consequences specified in clause 2 of Art. 405 of the Civil Code of the Russian Federation: the customer may refuse to accept the fulfillment of the obligation and demand compensation for losses. For example, in Resolution dated April 26, 2012 N A56-4681/2011, the Federal Antimonopoly Service of the North-West Zone recognized the customer’s refusal to fulfill the contract for the production of design estimates as legitimate (the contractor violated the deadline for completing the work, and therefore the customer lost interest in fulfilling the contract and obtaining the result of the work ) and obliged the contractor to return the previously received advance. 2. By virtue of clause 5 of Art. 709 of the Civil Code of the Russian Federation, if there is a need to carry out additional work and for this reason a significant excess of the approximately determined price of the work, the contractor is obliged to promptly notify the customer about this. A customer who does not agree to exceed the price of the work specified in the contract has the right to withdraw from the contract. 3. Clause 2 of Art. 715 of the Civil Code of the Russian Federation establishes that if the contractor does not begin to fulfill the contract in a timely manner or performs the work so slowly that completing it on time becomes clearly impossible, the customer has the right to refuse to fulfill the contract and demand compensation for losses. As a rule, in such cases, the customer demands payment of the previously paid advance and interest for the use of other people's funds on the basis of Art. 395 of the Civil Code of the Russian Federation (Resolution of the Federal Antimonopoly Service of the Eastern Military District of February 20, 2012 N A79-1348/2011). 4. As stated in paragraph 3 of Art. 715 of the Civil Code of the Russian Federation, if during the execution of the work it becomes obvious that it will not be completed properly, the customer has the right to assign the contractor a reasonable period to eliminate the deficiencies and, if the contractor fails to fulfill this requirement within the appointed period, refuse the contract or entrust the correction of the work to another person at the expense the contractor, and also demand compensation for losses (Resolution of the Federal Antimonopoly Service ZSO dated March 25, 2011 N A46-3884/2010). 5. Refusal of the construction contract on the basis of clause 3 of Art. 715 of the Civil Code of the Russian Federation is often stated with reference to paragraph 3 of Art. 723 of the Civil Code of the Russian Federation, according to which, if deviations in the work from the terms of the contract or other shortcomings of the work result have not been eliminated within a reasonable period established by the customer or are significant and irreparable, the customer has the right to refuse to perform the contract and demand compensation for losses caused (FAS Resolution VVO dated July 27, 2009 N A82-1733/2008-1). 6. Article 717 of the Civil Code of the Russian Federation establishes that, unless otherwise provided by the contract, the customer may, at any time before delivery of the result of the work to him, refuse to perform the contract by paying the contractor part of the established price in proportion to the part of the work performed before receiving notice of the customer’s refusal to perform agreement. The customer is also obliged to compensate the contractor for losses caused by termination of the contract, within the difference between the price determined for the entire work and part of the price paid for the work performed (Resolution of the Federal Antimonopoly Service of the Federal Antimonopoly Service of April 22, 2011 N A45-15681/2010).

Grounds for the contractor’s unilateral refusal to perform the contract

1. According to paragraph 3 of Art. 716 of the Civil Code of the Russian Federation, if the customer, despite a timely and reasonable warning from the contractor, within a reasonable time does not replace the unsuitable or substandard material, equipment, technical documentation provided for the work, or does not change the instructions on the method of performing the work, or does not accept others necessary measures To eliminate the circumstances that threaten its suitability, the contractor has the right to refuse to perform the contract and demand compensation for losses caused by its termination. In this case, the unilateral refusal of the contractor entails termination of the contract by virtue of clause 3 of Art. 450 of the Civil Code of the Russian Federation (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated July 24, 2012 N 5761/12). However, if the contractor entered into an agreement in accordance with Federal Law N 94-FZ<5>, then he cannot exercise his right to withdraw from the contract with reference to clause 3 of Art. 716 of the Civil Code of the Russian Federation. The fact is that the said Law does not provide for the possibility of making changes to the terms of the concluded contract (Part 5, Article 9) and does not give the contractor the right to unilaterally refuse to perform the contract (Part 8, Article 9). In this case, the contractor can only apply to the court to terminate the contract. This conclusion was made by the Presidium of the Supreme Arbitration Court of the Russian Federation in Resolution No. 5761/12 dated July 24, 2012.<5> the federal law dated July 21, 2005 N 94-FZ “On placing orders for the supply of goods, performance of work, provision of services for state and municipal needs.”

2. Clause 1 of Art. 719 of the Civil Code of the Russian Federation establishes that the contractor has the right not to start work, but to suspend the work begun in cases where the customer’s violation of its obligations under the contract (failure to provide material, equipment, technical documentation) prevents the contractor from fulfilling the contract, as well as in the presence of circumstances clearly indicating that the fulfillment of these duties will not be carried out within the prescribed period. At the same time, by virtue of clause 2 of Art. 719 of the Civil Code of the Russian Federation, unless otherwise provided by the contract, the contractor, in the presence of the circumstances specified in paragraph 1 of this article, has the right to refuse to perform the contract and demand compensation for losses. Most often, the cost of work performed and not paid for by the customer is recovered as damages (Resolution of the Federal Antimonopoly Service of Moscow dated September 16, 2009 N KG-A40/8187-09). 3. In accordance with paragraph 3 of Art. 745 of the Civil Code of the Russian Federation, in the event of the impossibility of using materials or equipment provided by the customer without deteriorating the quality of the work performed and the customer’s refusal to replace them, the contractor has the right to refuse the construction contract and require the customer to pay the contract price in proportion to the completed part of the work. In conclusion, it should be noted that unilateral refusal to execute a construction contract is a more expeditious and effective measure to protect the interests of the parties to this agreement than termination or amendment of the contract, since it does not require the consent of the counterparty, compliance with the mandatory pre-trial dispute resolution procedure, or going to court. Moreover, regarding the main possible violations by the parties of the terms of the construction contract, the Civil Code of the Russian Federation contains grounds for unilateral refusal to execute it (six and three grounds for the customer and contractor, respectively), while by virtue of clause 3 of Art. 450 of the Civil Code of the Russian Federation, the parties have the right to expand the list of these grounds directly in the contract.

Hereinafter referred to as Executor, represented by Director General Davydova E.S., acting on the basis of the Charter, on the one hand, and _____________________ , represented by ___________________________ . , hereinafter referred to as Customer, on the other hand, have entered into this Agreement as follows:

1. Subject of the agreement.

1.1 The Customer instructs, and the Contractor undertakes, the obligation to develop design documentation based on the Customer’s assignment to carry out design work on the internal engineering networks of premises with a total area of ​​_________, hereinafter referred to as An object, located by the address: ________________________________-

1.2. The Customer instructs, and the Contractor undertakes, the development of design documentation for the following sections: ventilation and air conditioning.

1.3. The design documentation, which is the subject of the contract, must be completed in the following sections: explanatory note, drawings, isometric diagrams, specifications systems and equipment specifications.

1. Price, procedure and terms of mutual settlements between the parties.

2.1. The total cost of work under this Agreement will be _______________________ , including VAT 18% in the amount____________________________________

2.2. Payment under this Agreement is made by the Customer in the following order

2.2.1 Within 3 days from the date of signing this Agreement, the Customer pays an advance in the amount of___________________________, including VAT 18% in the amount_________________________________________________-

2.3. The date of payment is the day the funds are received into the Contractor's bank account.

2.4. Payment for the Agreement in accordance with the terms of paragraphs. 4.1., 4.2, is carried out according to invoices issued by the Contractor.

3. Duration of the Agreement

3.1. This Agreement comes into force from the moment it is signed by the parties and is valid until the obligations assumed are fully fulfilled.

3.2. The period for execution of work under this Agreement is 5 (five) working days from the date of receipt of funds to the Contractor’s bank account.

4. Procedure for delivery and acceptance of work.

4.1. Scientific and technical products (design documentation) are sent to the Customer as they are ready, but not later than expected specified in clauses 3.1, 3.2 with the accompanying document of the Contractor.

4.2. Upon completion of the work, the Contractor provides the Customer with a Certificate of Acceptance of Scientific and Technical Products.

4.3. Based on the results of reviewing the documentation, the Customer signs the Product Acceptance Certificate or sends a reasoned refusal to accept it.

4.4.After the 5-day period, the work is considered accepted in full and of proper quality, unless the Customer provided a reasoned refusal to sign the acceptance certificate for the work performed.

1. Special conditions.

5.1. Coordination of project documentation with the relevant state supervision authorities and interested organizations is carried out by the Customer. Payment of invoices of coordinating organizations is carried out by the Customer.

5.2. The Contractor undertakes to correct the work in a timely manner and at his own expense based on justified comments from the Customer, approving and/or expert bodies. Within 5 (five) working days from the date of submission of comments.

1. Responsibility of the parties.

6.1.All disputes and disagreements that may arise under this Agreement or in connection with its execution. Subject to resolution by negotiations between the parties.

6.2. If it is impossible to resolve disputes, they are referred to the Moscow Arbitration Court for consideration.

7. Force majeure.

7.1. Neither party will be liable for complete or partial failure to fulfill any of its obligations if such failure is a consequence of force majeure circumstances, such as flood, fire, earthquake or other natural Disasters, war or hostilities, as well as decisions or orders of the government (government bodies) that are binding on at least one of the parties, arising after the conclusion of the Treaty.

7.2.If it is impossible to fulfill your obligations for the above reasons within 3 (Three) months. The contract may be terminated by agreement of the parties with a refund of funds depending on payments made and work performed.

8. Other conditions.

8.1. All changes and additions to this Agreement are valid only if they are made in writing and signed by the contracting parties.

8.2.The rights and obligations of the parties under this Agreement may be transferred by their written consent to third parties. Neither party has the right to transfer to third parties the fulfillment of their rights and obligations under this Agreement without the prior written consent of the other party, unless otherwise provided by the terms of this Agreement.

8.3. This Agreement is signed in two copies, one copy for each party, and both copies have equal legal force.

8.4 Attached to this agreement:

8.4.1 Appendix No. 1 “Technical specifications for design”

9. DETAILS AND SIGNATURES