Sample preliminary contract for the purchase and sale of a vehicle
Preliminary contract for the purchase and sale of a car with and without a deposit
When drawing up a preliminary contract for the purchase and sale of a car, you should remember that you will not be able to refuse a deal that you have previously agreed to. It is very important to draw up such an agreement correctly, since the sale of the car will be carried out under the conditions specified in the preliminary contract.
What a sample preliminary contract for the purchase and sale of a car with and without a deposit is and looks like, as well as in what cases it is concluded, you will learn from this article.
What is a preliminary agreement and why is it needed?
The preliminary purchase and sale agreement obliges the seller and the buyer to enter into a main contract in the future.
Under a preliminary agreement, the parties undertake to enter into a future agreement on the transfer of property, performance of work or provision of services (main agreement) on the terms stipulated by the preliminary agreement.
Part 1 Art. 429 Civil Code of the Russian Federation
A preliminary contract is drawn up when both parties agree to a transaction, but are currently unable to fulfill their obligations under it. For example, when a buyer agrees to buy a car, but cannot pay for it yet. If the seller is willing to wait and not sell the car to another buyer, the parties draw up a contract to seal that agreement.
According to Part 4 of Art. 429 of the Civil Code of the Russian Federation, a preliminary agreement for the purchase and sale of a car between individuals is drawn up indicating the period when the parties undertake to conclude the main agreement. If the period is not specified, then the main DPA must be concluded within 1 year.
If neither the buyer nor the seller declares a desire to complete the transaction within this period, then according to Part 6 of Art. 429 of the Civil Code of the Russian Federation, the preliminary agreement loses its force.
If the buyer or seller refuses to enter into the main contract, then under Part 5 of Art. 429 of the Civil Code of the Russian Federation, the second party has the right to go to court within 6 months and demand the conclusion of an agreement forcibly.
In accordance with Part 4 of Art. 380 of the Civil Code of the Russian Federation, the parties may enter into a preliminary contract with a deposit. However, the deposit is not a mandatory condition and can be included in the text of the preliminary contract for the purchase and sale of a car only at the common desire of the buyer and seller.
What does a sample preliminary contract for the purchase and sale of a vehicle look like?
According to Part 2 of Art. 429, the preliminary DCT is drawn up in the same form as the main one, that is, in simple written form. It does not need to be notarized and does not require state registration.
The preliminary vehicle registration document should indicate:
Full name and passport details of the buyer and seller;
Vehicle data (model and make, year of manufacture, PTS number or other data by which the vehicle can be identified);
Duration of concluding the main agreement;
The amount and procedure for paying the deposit.
Be sure to indicate the cost of the car. This will ensure that it remains the same when the time comes to conclude the main contract.
A sample agreement of intent for the purchase and sale of a car without a deposit looks like this:
A sample of a preliminary vehicle registration certificate with a deposit is as follows:
Question answer
A preliminary contract is drawn up if both parties agree to the transaction, but are currently unable to fulfill their obligations under it.
The duration of the contract is indicated when the parties undertake to enter into the main DCT. If the period is not specified, then it is equal to 1 year.
If both parties are unwilling to complete the transaction.
Full name and passport details of the buyer and seller;
Preliminary contract for the purchase and sale of a car - sample
Preliminary contract for the purchase and sale of a car
A preliminary agreement is an agreement between the parties in which they express their intention to enter into a main agreement in the future.
As a rule, the preliminary agreement specifies the period within which the purchase and sale agreement must be concluded. If one of the parties to the transaction refuses to sign the main agreement, then the other party has the right through the court to force him to do so or demand compensation for losses.
If within the specified period neither party wants to sign the main agreement and does not make a corresponding proposal to the other party, the preliminary agreement ceases to be valid.
IMPORTANT! The preliminary contract for the purchase and sale of a car is not registered anywhere.
Requirements for the contract
The preliminary agreement is drawn up in the same form as the main contract. Despite the fact that transactions between individuals in the amount of up to 10 thousand rubles. can be concluded orally, let's be realistic: in order to protect yourself from fraud, it is better to sign all agreements on paper.
The legislator does not impose special requirements on the content of the agreement. We recommend that you pay attention to the following conditions that must be specified in the preliminary agreement:
- Full names of the parties. If we are talking about an organization, then it is imperative to designate the person authorized to sign contracts, indicating the documents on the basis of which he acts. If an agreement is concluded between individuals, their full names, dates of birth and passport details are indicated.
- The subject of the agreement is the obligation to conclude the main contract.
- Deadline for signing the main agreement. This could be a specific date, period, or an indication of an event.
- Data about the vehicle that will be purchased or sold in the future. In this case, the information must be so detailed that the vehicle can be identified.
- Price. Considering the fact that we are talking about a preliminary contract, mentioning the price in it is not the main condition. However, its indication is a kind of guarantee that the seller will not increase the cost of the goods, for example due to an increase in exchange rates.
- Payment method. If the parties have agreed that payment for the car will be transferred in installments, then this circumstance can be mentioned in the preliminary agreement.
- Responsibility of the parties. If the parties to the agreement violate their obligations, they will be held accountable in accordance with the terms of the preliminary agreement. There is no need to rewrite the provisions of the Civil Code of the Russian Federation on penalties, etc. But additional fines can be specified.
- Dispute resolution. In cases where the parties live in different regions or want their differences to be resolved by a specific body, this is stated in the agreement.
- Final provisions and signatures of the parties.
Preliminary agreement for the purchase and sale of a car with installment payment
If the car is to be purchased in installments, this should be stated in the preliminary agreement. To do this, after indicating the amount for the car, you need to add the following information to the text of the agreement:
- that the parties have agreed on an installment plan;
- on the timing and amounts of payments towards the price of the car;
- on the buyer's right to repay the debt ahead of schedule.
Important! If the parties only agreed that the car will be sold in installments, and a specific repayment schedule has not yet been determined, the preliminary agreement can indicate that the installment schedule should be specified in the main agreement.
2.1. The parties have agreed that the price of the Car is _________ (_________________________________) rubles. Agreement on price is an essential condition of the main contract.
2.2. The parties agreed that payment for the car will be made in installments within the following terms:
- in the amount of ___________ rubles until “___” ________ 20__;
- in the amount of ___________ rubles until “___” ________ 20__;
- in the amount of ___________ rubles until “___” ________ 20__.
Or: The parties agreed that payment for the car will be made in installments. The payment schedule between the Buyer and the Seller must be determined by the parties in the main agreement.
2.4. The parties agreed that the buyer has the right to fulfill payment obligations ahead of schedule.
Preliminary contract for the purchase and sale of a car with a deposit - sample
Unlike an installment plan, which does not in any way affect the conclusion of the main contract, the deposit is used precisely to financially secure the agreement reached. The deposit is provided for in Art. 380-381 Civil Code of the Russian Federation. It is included in the preliminary agreement in order to stimulate the other party and not disrupt the main deal.
After the buyer pays the deposit amount to the seller, the deposit works like this:
- if the main transaction takes place, the deposit is counted towards the total price of the car as an advance payment;
- if the buyer breaks the deal, the deposit will not be returned to him;
- if the seller refuses to sign the main contract, he will return the buyer’s money in double amount;
- if the transaction does not take place by mutual agreement or for valid reasons, then the money is simply returned to the buyer in a one-time amount.
In order for the condition of the deposit to acquire legal force, you need to write down its amount and indicate in the text the word “deposit”. If the prepayment is called “advance” or simply “prepayment”, then the transferred amount will not receive the functions of a deposit.
In some cases, the parties indicate exactly what circumstances for refusal of the main contract they will consider valid or disrespectful.
You can draw up a separate agreement on the deposit, but it is easier to include the relevant clauses directly in the text of the preliminary agreement. You can download a sample preliminary contract for the purchase and sale of a car with a deposit on our portal.
Buying a car at a dealership: risks and miscalculations
Quite a lot of buyers want to buy a new car from a showroom. However, when studying the assortment, it may turn out that the required model or configuration is not available. Will have to wait.
To secure the vehicle, the buyer enters into a preliminary agreement with the dealership. This document contains a condition for prepayment for the goods. On the one hand, this is the seller’s guarantee that the car will be purchased, and on the other hand, the buyer’s guarantee that the vehicle will remain his.
If you purchase a car from a dealership, to protect yourself from risks, consider the following circumstances:
- The preliminary contract must indicate a specific delivery date for the goods. This will be useful if the dealer has detained the shipment, for example at the border. For each day of delay, you can collect a fine through the court.
- If you were delivered a car with the wrong configuration, color, etc., draw up a report, recording all the shortcomings that you found. This document is signed by the buyer and the seller's representative. After this, write a claim addressed to the head of the salon demanding the return of the deposit. If you still need the car, you can request a replacement.
- In large car dealerships, the cost of cars is calculated in foreign currency. Of course, the economic situation in the country is changing, the exchange rate is rising. It is quite possible that when the preliminary contract was signed, the cost of the car was lower than after it arrived at the dealership. And it’s not the seller’s fault - it’s just a jump in the exchange rate. In this regard, it is better to specify in the preliminary agreement the cost of the goods in rubles.
Concluding a preliminary contract for the purchase and sale of a car is a fairly common practice. But before signing the document, you should carefully read all its terms.
More useful information about purchasing a car can be found in the “Buying a Car” section.
Preliminary contract for the purchase and sale of a car
Document type: Vehicle purchase and sale agreement
To save a sample of this document to your computer, follow the download link.
Document file size: 14.8 kb
Making expensive purchases requires special attention on the part of the buyer and additional vigilance on the part of the seller. For example, the sale of cars is carried out by sales representatives, who most often sell not only from the showroom, but also by pre-order.
Guarantees of the parties for order fulfillment
The sale of a car is carried out on the basis of a preliminary application, which is the basis for delivery of the goods to the buyer. However, such deliveries are carried out on the basis of a preliminary vehicle purchase and sale agreement, which allows:
- protect yourself from an unscrupulous (irresponsible) buyer during his unexpected refusal of an order;
- guarantee the buyer the safety of the security deposit amounts;
- deliver the goods within the established time frame and conclude the final version of the car purchase and sale agreement.
Subject of the agreement
The essence of the legal document is to record the buyer's prepayment of the order, which is called a security deposit.
The document also stipulates the terms of the relationship between the parties, which are accepted when controversial issues arise for consideration in court.
Form of preliminary contract for the purchase and sale of a car
Sample preliminary contract for the purchase and sale of a car (completed form)
Download Preliminary contract for the purchase and sale of a car
Preliminary contract for the purchase and sale of a car No.
1. THE SUBJECT OF THE AGREEMENT
1.1. In accordance with this Agreement, the Seller and the Buyer undertake to enter into a Car Purchase and Sale Agreement (hereinafter referred to as the Main Agreement) on the following terms: . The price of the Car is approximate and is determined according to the Seller’s Price List, valid on the day of signing the Main Agreement.
1.2. The term for concluding the Basic Agreement is working days from the date of signing this Agreement. The Seller applies for an order for the Car to the Supplier. The parties established that the transaction is carried out under a suspensive condition (Article 157 of the Civil Code of the Russian Federation). Obligations to conclude the Main Agreement are terminated if the Supplier does not confirm to the Seller the delivery conditions agreed upon in clause 1.1 of this Agreement.
1.3. The Buyer must appear at the address specified in clause 6 of this Agreement to conclude the Main Agreement within the period specified in clause 1.2 of this Agreement. The Seller notifies the Buyer of an earlier date for delivery of the Car to the Seller by the Supplier and, accordingly, of the possibility of concluding the Main Agreement earlier than the deadline established in clause 1.2 of the Agreement, or of failure to receive the Supplier’s confirmation of the possibility of supplying the Car. In the event of notification by the Seller of the possibility of an earlier date for concluding the Main Agreement, the Buyer must come to the Seller to conclude the Main Agreement at the address specified in clause 6 of the Agreement within days from the date of notification.
2. SECURITY PAYMENT
2.1. As a measure to ensure that the Buyer fulfills its obligation to conclude the Main Agreement, the Buyer undertakes to deposit into the Seller’s account a sum of money in the amount of rubles (hereinafter referred to as the Security Payment) on the day of signing this Agreement. If the Security Payment is established in a currency other than the Russian ruble, then its size is calculated as the amount of payments in Russian rubles at the official exchange rate of the Bank of Russia of the corresponding currency to the Russian ruble established on the day the payment is made. The Buyer has the right to increase the amount of the Security Deposit; in this case, the Parties sign an additional agreement when the Buyer makes an additional amount of the Security Deposit.
2.2. If the Buyer fails to make the Security Payment within the period specified in clause 1.2 of the Agreement, the Seller has the right to refuse to fulfill this agreement and terminate it unilaterally.
2.3. If the Buyer violates its obligation to conclude the Main Agreement in accordance with Article 1 of this Agreement, the Security Payment remains with the Seller. If the Security Payment exceeds rubles, the Seller remains only the above amount; the remaining funds must be returned to the Buyer. The Seller undertakes to return the amount of the Security Payment to the Buyer if the Buyer, having sent a request to the Bank to provide him with credit funds to pay for the Car, does not receive confirmation of the loan.
2.4. If the Buyer fulfills its obligation to conclude the Main Agreement in accordance with clause 1.1 of this Agreement, the Security Payment is returned by the Seller to the Buyer upon the written request of the Buyer within banking days from the receipt of such request. In the absence of the specified written request of the Buyer, the amount of the Security Deposit remains with the Seller and is recognized as an advance payment paid by the Buyer for the Car under the Main Agreement.
2.5. If the Seller’s Supplier, within the period specified in clause 1.2 of the Agreement, does not confirm to the latter the delivery of the Car on the terms specified in clause 1.1 and the parties do not agree on an extension of the period specified in clause 1.2, then the Main Agreement is not subject to conclusion, but this The contract is subject to termination. The Buyer issues a written request for the return of the Security Deposit and the Seller, within banking days from the date of receipt of the corresponding written request from the Buyer, returns the Security Deposit to the Buyer. At the same time, the Parties specifically stipulate that no interest shall be accrued on the amount of the Security Deposit for the period it is held by the Seller. In case of confirmation by the Supplier and/or actual delivery to the Seller of a car in a configuration and/or at a price different from that specified in clause 1.1 (unless the Buyer refuses), the parties sign the Main Agreement for the car on the amended terms.
3. RESPONSIBILITY OF THE PARTIES. SECURITY PAYMENT
3.1. If the Buyer fails to fulfill the obligation to conclude the Main Agreement within the period specified in clause 1.2 of the Agreement, the Seller has the right to demand from the Buyer (by sending an appropriate written notice) payment of a penalty in the amount of % of the Price of the Car and/or terminate the Agreement unilaterally. If there is a delay in fulfilling the obligation to conclude the Main Agreement for a period of more than business days, the Seller has the right to demand from the Buyer (by sending an appropriate written notice) payment of a penalty in the amount of % of the Price of the Car and/or terminate the Agreement unilaterally. The amount of the penalty is withheld by the Seller from the amount of funds paid by the Buyer as a Security Deposit. If the above funds are not sufficient, the Seller has the right in the notice of termination of the Agreement to record a demand for the collection of shortfalls.
4. DISPUTE RESOLUTION
4.1. The Buyer and the Seller take all measures to resolve controversial issues and disagreements that may arise in connection with the execution of the Agreement through negotiations in compliance with the claims procedure.
4.2. The Parties determine that claims under the Agreement must be made in writing and considered by the Parties within calendar days from the date of receipt of the claim.
4.3. All issues between the Parties on which no agreement has been reached are resolved in accordance with the legislation of the Russian Federation in the court at the place where the Agreement was concluded.
5. OTHER CONDITIONS
5.1. The Agreement comes into force from the moment it is signed by the parties and is valid until the Parties fulfill their obligations.
5.2. Correspondence is sent only to the postal addresses specified in Section 6 of the Agreement.
5.3. The agreement is drawn up in two copies, one copy for each party.
How not to miss out on the car of your dreams: preliminary purchase and sale agreement
It is not always possible “here and now” to purchase a car that is of great interest to you.
You can try to negotiate with the seller to conclude a preliminary purchase and sale agreement with a deposit.
How to do it? Is the deposit returned or not when purchasing a car? You will find answers to all questions in this article.
In what cases does it consist?
To answer this question, it is necessary to analyze at least two articles of the Civil Code of the Russian Federation:
- Art. 380, which deals with the deposit;
- Art. 429, which contains the basic rules regarding the preliminary contract.
At the same time, there are some circumstances that do not allow the seller and buyer to immediately draw up the main contract.
A deposit is a sum of money that is paid towards the cost of the car and indicates the conclusion of the transaction.
For what reasons does it become necessary to formalize a preliminary transaction?:
- The buyer does not have enough money. For example, a person found an excellent car on an advertisement site that should not be missed, but there is no money to buy it now. You can try to negotiate with the seller to “hold” the car for a certain period of time. Until the buyer can receive the missing amount.
- The seller needs to fix some problems with the car. They can be of a legal nature or of any other nature. For example: the bailiffs have imposed a ban on registration actions for a specific car. You need to pay off some debt for this restriction to be lifted. Or the car needs repairs. The parties agreed that the owner would correct the technical problems, and then the purchase and sale transaction would take place.
In general, the reasons may be different. If the parties decide to conclude a deal in the future, then a preliminary agreement can be drawn up. And the deposit will guarantee that neither the seller nor the buyer will “jump off”.
Requirements
Art. 429 of the Civil Code of the Russian Federation specifies the general rules for drawing up such agreements :
- First, the agreement must be in writing. This is also stated in Art. 380 Civil Code of the Russian Federation.
- Secondly, the document must be filled with certain content. The following information is indicated:
- Date and place of drawing up the contract.
- Information about the parties. Passport data – when concluding an agreement between individuals. Data on constituent documents, registration with the Federal Tax Service, the head of the organization, authorized representative, and so on for legal entities. persons (there are some).
- Information about the subject of the contract. It is necessary to fully describe the vehicle, including specifying the technical information contained in the PTS and STS, specifying the number, date and issuing authority of the vehicle passport and registration certificate.
- Information about the total cost of the car and the amount of the deposit.
- Information about the period within which the obligation must be fulfilled.
- Download the form for the preliminary contract for the purchase and sale of a car with a deposit
- Download a sample preliminary contract for the purchase and sale of a car with a deposit
Variants of wording of contract clauses:
- The seller continues to use the car.
- The buyer is included in the insurance, documents are given to him and he gets the opportunity to drive the car. But, please note, in this case it will be necessary to discuss the risks in detail. It is advisable that the buyer indicates his desire to take responsibility for damage, loss of the vehicle and harm caused to third parties as a result of using the car.
Is it possible to compose it yourself?
Yes, the Civil Code of the Russian Federation allows such transactions to be executed in simple written form without involving a notary in the matter .
If you want to contact the above-mentioned official, you can do so. Resolving the issue will cost more, but there will be a guarantee that the document is drawn up in accordance with all legal requirements.
If a preliminary agreement is drawn up by a notary, then the main one can no longer be concluded in simple written form. Although there are options: the deposit agreement can be destroyed, everything can be drawn up as if it never existed. The option, however, has certain risks. You will need to secure yourself by writing a receipt, which will be proof that part of the money for the car has already been paid.
Essential conditions
The mandatory terms of the contract are as follows::
In addition, the deadline for fulfilling the obligation will also be important. After all, if one of the parties does not comply with it, then liability measures can be applied to it.
Term of imprisonment
- The buyer found the car he liked at the end of June. He knows that on August 10 he will be paid his salary. At worst - the 15th. And he has enough money to buy a car. Accordingly, a preliminary agreement can be concluded until August 20 - with a small margin .
- The seller agreed to repair the car at his own expense. At the car service center on August 1, he was informed that all work would be completed in a month. Accordingly, a preliminary contract for the sale and purchase of a car can be concluded from September 5-10 .
Responsibility for non-compliance with conditions
Art. 381 of the Civil Code of the Russian Federation determines the consequences of failure to fulfill an obligation . They are:
- If the main contract was not concluded due to the fault of the seller, then the buyer has the right to demand a double deposit from him.
- If the buyer is at fault, then the deposit remains with the seller.
The rule does not apply if force majeure circumstances occur.
Termination
There are two options:
- By mutual agreement . The parties, having agreed, draw up and sign an agreement to terminate the transaction. No one bears any responsibility for this.
- By the tribunal's decision . The initiator of the termination of the contract will need to prove that there are any violations of the law or the terms of the transaction in order for the court to give the plaintiff the decision he needs.
Thus, a deposit agreement for the purchase and sale of a car helps you not to miss out on an interesting option. Moreover, both the buyer and the seller have different situations. It is important to remember the liability that may arise if one of the parties does not fulfill the obligation properly.
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Sample of a preliminary purchase and sale agreement for the purchase and sale of a used vehicle, concluded between a legal entity and an individual.
PRELIMINARY PURCHASE AND SALE AGREEMENT
1. THE SUBJECT OF THE AGREEMENT
1.1. The parties undertake, under the conditions provided for in this Agreement, upon the arrival of the car within the period specified in clause 1.3, to enter into a purchase and sale agreement (hereinafter referred to as the Main Agreement) in relation to the following used vehicle (hereinafter referred to as the Vehicle): .
1.2. The seller guarantees that the vehicle is not pawned, not seized, is not the subject of claims by third parties, is in good technical and operational condition and does not have any visible external damage to the body. The seller guarantees that the vehicle is not listed as stolen and is free from the claims of third parties. In relation to a vehicle imported from another country, the Seller guarantees that customs procedures have been completed properly and all fees and charges have been paid in full.
1.3. The main contract must be executed no later than "" 2019, in accordance with clause 4 of Article 429 of the Civil Code of the Russian Federation.
2. ENSURING THE CONCLUSION OF THE MAIN AGREEMENT, RESPONSIBILITY OF THE PARTIES
2.1. The Buyer, within days from the date of signing this Agreement, undertakes to pay the Seller 100% of the cost of the Vehicle. The specified payment is counted towards payment for the vehicle specified in clause 1.1 of this agreement. If payment is not transferred to the Seller within the period specified in this clause of the Agreement, this Agreement is considered terminated.
2.2. If, within the period specified in this Agreement, the Main Agreement is not concluded due to the fault of the Buyer, the Seller undertakes to return the payment in full (100%) within days from the date of its termination. After the transfer of the vehicle, if the Buyer does not inspect the vehicle together with an employee of the Seller’s company, the Seller is released from liability to the Buyer for the technical condition of the vehicle specified in clause 1.1 of this agreement.
2.3. If, within the period specified in this Agreement, the Main Agreement is not concluded due to the fault of the Seller, this Agreement is considered terminated, and the Seller returns the payment to the Buyer in full (100%) within business days from the date of termination of the Agreement, or the agreement is extended by at the request of the buyer for a period of days and is stated in the additional agreement.
2.4. The buyer has the right to refuse to purchase a vehicle by notifying the seller at least days before the transaction. In this case, the refund is made to the Buyer in full within days from the date of refusal to purchase the vehicle.
2.5. The parties are released from liability for complete or partial failure to fulfill their obligations under this Agreement if such failure was the result of force majeure circumstances of an extraordinary nature in accordance with clause 3 of Article 401 of the Civil Code of the Russian Federation, which the party could not have foreseen or prevented on its own.
3. MATERIAL CONDITIONS OF THE MAIN AGREEMENT
3.1. Under the Main Agreement, the Seller undertakes to transfer ownership of the Vehicle to the Buyer, in accordance with the characteristics specified in clause 1.1. of this Agreement, and within the period specified in clause 1.3. of this Agreement, and the Buyer undertakes to accept and pay for the Vehicle, as well as delivery of the Vehicle if desired.
3.2. The total cost of the vehicle under the Main Agreement is: rubles. Simultaneously with the signing of the Main Agreement, the parties sign an Agreement on offset of the payment previously made by the Buyer in the amount of 100% of the cost of the vehicle towards payment under the Main Agreement.
3.3. The Parties agreed that the transfer of the Vehicle by the Seller and its acceptance by the Buyer is carried out according to the Transfer Act signed by the Parties simultaneously with the conclusion of the Main Agreement. From the moment the Vehicle is transferred under the Transfer Act, the risk of accidental loss or damage to the Vehicle is borne by the Buyer.
3.4. For failure to fulfill or improper fulfillment of obligations under the Main Agreement, the Parties are liable in accordance with the legislation of the Russian Federation.
3.5 The cost of delivery of the vehicle is not included in the price specified in the paragraph and is paid separately at the stage of issuing the vehicle, which is notified to the Buyer days in advance.
4. FINAL PROVISIONS
4.1. This Agreement is considered concluded and comes into force from the moment it is signed by the Parties.
4.2. Changes and additions to this Agreement are considered valid if they are made in writing and signed by the Parties.
4.3. This Agreement is governed by and construed in accordance with the current legislation of the Russian Federation. Issues not covered by this Agreement are regulated in accordance with the current legislation of the Russian Federation.
4.4. The parties will strive to resolve all disputes and disagreements that may arise from this Agreement through negotiations. If agreement is not reached, controversial issues are resolved in court.