Import custom procedures in Vietnam and Analysis of import documents of Ngoc Diep Window Joint Stock company

Recognizing the importance of international commercial contracts, our group of 7 chose to study the topic “Import custom procedures in Vietnam and Analysis of import documents of Ngoc Di

FOREIGN TRADE UNIVERSITY SCHOOL OF ECONOMICS AND INTERNATIONAL BUSINESS

_ _ _ _ _ _ _ÔÔÔ_ _ _ _ _ _

MID-TERM EXAMINATION Subject: International trade transaction

Subject code: TMAE302.1 Topic: Import custom procedures in Vietnam and Analysis of import documents of Ngoc Diep Window Joint Stock company

6 Hà Đăng Bảo Minh 2013150033

7 Dương Hoàng Minh 2013550020

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TABLE OF CONTENT

TABLE OF CONTENT 2

INTRODUCTION 3

CHAPTER 1: THEORY OF COMMERCIAL CONTRACTS IN INTERNATIONAL TRANSACTIONS 4

1 The theory of commercial contracts in international transactions 4

2 Overview of NGOC DIEP WINDOW JOINT STOCK COMPANY 7

3 Overview of SUMITOMO CORPORATION ASIA AND OCEANIA PTE LTD 8

CHAPTER 2: ANALYSIS OF THE SALES CONTRACT 9

1 General information 9

2 Terms and conditions of the contract 11

3 Brief conclusion of term and conditions 18

CHAPTER 3: ANALYSIS OF IMPORT DOCUMENTS OF NGOC DIEP WINDOW JOINT STOCK COMPANY 20

1 Commercial invoice 20

2 Packing list 25

3 Bill of lading (B/L) 29

4 Insurance documents 36

5 Certificate of Analysis 39

6 Customs declaration 41

7 Application of letter of credit 48

8 Arrival Notice 50

9 Certificate of Origin 51

CHAPTER 4: CONTRACT PERFORMANCE PROCESS 56

1 Obtain permission to import 56

2 Carry out procedures under payment obligations 56

3 Renting a means of transport 59

4 Buy insurance 59

5 Receiving goods 61

6 Import customs clearance 62

7 Inspection and inspection of goods 64

8 Complaints and complaint resolution (if any) 65

CONCLUSION 67

REFERENCE 68

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INTRODUCTION

Today, for most countries in the world, opening the economy, integrating and developing trade with foreign countries is an essential thing to help the country progress and catch up with the world Economic globalization has led to the development of international trade, which has made the cross-border trade and exchange of goods increasing in both frequency and scale

In international commercial transactions, one of the most important contents is the commercial contract, which proves the agreement between the two buying and selling parties and the provisions on the rights and obligations of each party to ensure smooth transactions However, the differences in legal systems between countries have made international contracts more complicated than domestic contracts For this reason, a very thorough study of contracts and necessary documents accompanying each international commercial transaction is imperative for businesses

Recognizing the importance of international commercial contracts, our group of 7 chose

to study the topic “Import custom procedures in Vietnam and Analysis of import documents of Ngoc Diep Window Joint Stock company” including 4 main chapters:

- Chapter 1: Theory of commercial contracts in international transactions

- Chapter 2: Analysis of the contract

- Chapter 3: Analysis of import documents of Ngoc Diep Window Joint Stock company

- Chapter 4: Contract performance process

In the process of researching the topic, because of limited knowledge, it is difficult to avoid shortcomings in the report Our team is looking forward to receiving your comments to make the essay more complete

We sincerly thank you!

of the seller and the buyer in such specific international sale and purchase of goods Besides, according to Article 1 of the Vienna Convention 1980 on Contracts for the International Sale of Goods (“CISG”) which Vietnam as CISG member, the element to determine the internationality in a contract for international sale and purchase of goods

is based on a criterion of “places of business of contracting parties are in different States”

In Vietnam, Commercial Law 2005 does not provide a specific definition for the concept

of the international sale and purchase contract of goods Instead, the law only lists out commercial activities that are deemed to be international sale and purchase of goods Accordingly, Article 27 of the Vietnam Commercial Law 2005 stipulates international sale and purchase of goods including forms of export, import, temporary import for re-export, temporary export for re-import, and transfer through border-gates

Point 1, Article 2, Circular 39/2015/TT-BTC dated March 25, 2015 of the Ministry of Finance defines: A goods sale and purchase contract is an agreement to buy and sell goods made in writing or in other forms documents with equivalent value to text include telegraph, telex, fax, and data messages In which, the seller is obliged to deliver the goods, transfer the ownership of the goods to the buyer and receive payment; the buyer is obliged to pay the seller, receive the goods and take ownership of the goods

as agreed; goods are transferred from the seller to the buyer, through a Vietnamese border gate or border, or from a non-tariff zone into the domestic market or from the domestic market into a non-tariff zone

1.2 Characteristics

An international commercial contract has the following basic characteristics:

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The subject of the international trade contractual relationship has a commercial place in different countries or has different places of residence This is the most important feature of international sales contracts

The subject matter of the contract is the goods being moved from one jurisdiction

to another Usually, the object of an international commercial contract is goods that are transported across the borders of a country, however, in many cases, goods that do not need to cross national borders are still considered international trading activities such as goods brought out, brought into non-tariff zones, tax-suspension warehouses, and bonded warehouses

Payment currency is the foreign currency for one or both parties

Sources of governing law: Diversified, complex, governed by many different legal systems such as international trade treaties, international commercial practices, case law, precedent, national law, etc

1.3 Conditions of contract validity

Conditions for the validity of an international goods sale and purchase contract include

• Subject of contract: buyer and seller must have full legal status

• The object of the contract that are allowed to be bought and sold in accordance with the law

• The content of the contract must include the main terms that Vietnamese law requires Usually, the main terms of the contract include Name of the goods, quantity, quality/quality, price, payment method, and delivery

• Form of contract: in writing or in another form of equivalent value: telegraph, telex, fax, data message

Clause 2, Article 27 of the Commercial Law stipulates: “International sale and purchase of goods shall be conducted on the basis of written contracts or other forms of equal legal validity”

1.4 Layout of a contract in international commercial transactions

Heading

• Contract title: usually “Contract”, “Sales contract”

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• Contract number and symbol

• Contract signing time

Information section and contract subject

• Name of unit: state both full name and abbreviated name (if any)

• Unit address

• Phone numbers: Fax, phone, email

• Account number and bank name

• Representative to sign the contract: it is necessary to specify the name and position of the representative

Main content of the contract

A complete contract usually includes the following 14 clauses:

• Term 1: Terms of goods name

• Term 2: Terms of quantity/volume

• Term 3: Quality Terms

• Term 4: Terms of packaging - sign code

• Term 5: Delivery Terms

• Term 6: Price Terms

• Term 7: Packing and Marking

• Term 8: Complaint Terms

• Term 9: Arbitration Clause

• Term 10: Force majeure clause

• Term 11: Provisions on sanctions for breach of contract

• Term 12: Terms of law applicable to the contract

• Term 13: Difficulties and obstacles clauses

• Term 14: Terms when the contract takes effect

The last part of the contract

• How many copies is the contract made?

• What form of contract?

• Language of the contract

• Effective date of the contract

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2 Overview of NGOC DIEP WINDOW JOINT STOCK COMPANY

Overview of company

Corporation name: CÔNG TY CỔ PHẦN NHÔM NGỌC DIỆP

International name: NGOC DIEP JOINT STOCK COMPANY

Trading name: Ngoc Diep.,JSC

Address: Road 206, Area B, Pho Noi A Industrial Park, Lac Hong Commune, Van Lam, Hung Yen Province

Tax code: 0900268793

Representative: Mr Tran Huu Quang

Telephone: 03213997571

Type of business joint stock company

Status: Active (Issuance of a certificate of tax registration)

- Ngoc Diep Window Joint Stock Company is one of the member companies of Ngoc Diep Group with a DINOSTAR branded aluminum factory built in Pho Noi A industrial park, Van Lam, Hung Yen with an area of area up to 120,000 m2

Ngoc Diep Window Joint Stock Company provides the market with the main product lines:

- Construction aluminum (aluminum profile bar) used as door frames, wall frames, shutters, rolling door spokes…, aimed at customers who are agents across the country

- Industrial aluminum with customers mainly automobile, computer, electronic equipment factories…

- Aluminum profiles: designed and manufactured according to customer needs

- Billet: series 6000, series 7000… with sizes of 4 inches, 5 inches, 7 inches

As a factory with the highest automation rate in the country, synchronously from billet refining and casting to finished products, with a management system according to ISO 9001-2015, ISO 14001-2015, Ngoc Diep is committed to provide customers with high quality, environmentally friendly products at reasonable prices

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Overview of Coporation:

Starting from the center of the office, home, and school furniture since 1996, Ngoc Diep in turn expanded into the fields of Carton Packaging (1998), Doors (2010), Aluminum (2016) In 2017, Ngoc Diep was restructured according to the Group model,

in which Ngoc Diep Group Joint Stock Company played the role of the parent company and member companies

Ngoc Diep Group includes 4 member companies: Ngoc Diep Trading and Production Company Limited; Ngoc Diep Joint Stock Company; Ngoc Diep Door Joint Stock Company and Ngoc Diep Aluminum Joint Stock Company

Ngoc Diep is one of the leading corporations in manufacturing and supplying Furniture, Packaging, Aluminum doors - plastic doors - facade walls, Industrial aluminum - Construction aluminum The Group's products are present in all 63 provinces and cities

3 Overview of SUMITOMO CORPORATION ASIA AND OCEANIA PTE LTD

Corporate name: Sumitomo Corporation Asia & Oceania Pte Ltd

Head office address: 182 Cecil Street, #22-01 Frasers Tower, Singapore

Their businesses span diverse industries such as metal products, transportation and construction systems, automotive, automotive finance and services, environment and infrastructure, food, materials, real estate, media, lifestyle, mineral resources, energy, chemicals and electronics

to buy, with no constraint, fraud or misconceptions The contract was composed clearly, legally and included all basic information involving international trade of goods

The contract consists of the following parts:

- Contract title

- Contract No and Date

- Information of parties involved

- Terms and conditions

- Confirmation in signature and stamps by involved parties

1.1 Title, No and Date of said contract:

- Title: Sales contract

- No: SHZHN17.0835

- Date: 11 December 2017

Comment: The contract has a clear title, with adequate information about the contract number and date of signing The contract number aids parties in seeking for said contract for reference The date of signing informs involved parties of the date at which the contract takes effect

1.2 Hosts of the contract

SELLER:

- Company name: SUMITOMO CORPORATION ASIA & OCEANIA PTE LTD

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- Trade name: SUMITOMO CORPORATION ASIA & OCEANIA PTE LTD

- Address: 60 Anson road, #04-01/04 & #05-01/04, Mapletree Anson, Singapore

- Telephone: 6533-7722

- Fax: 6533-9693

BUYER:

- Company name: Công ty cổ phần Ngọc Diệp

- International name: NGOC DIEP WINDOW JOINT STOCK COMPANY

- Trade name: NGOC DIEP WINDOW JOINT STOCK COMPANY

- Address: Road 206, Sector B, Pho Noi A Industrial Zone, Van Lam, Hung Yen Province, Vietnam

Comment:

- According to article 6 of Commerce Law, No 36/2005/QH11 and Decree 13/CP2013 about the right to participate in export-import businesses, both parties are considered legal and allowed to engage in import-export businesses,

as legally-recognized corporations, having no disadvantages in import-export operations

- This sales contract was signed by two parties, both of which are legally

qualified, authorized by government officials and based in 2 different countries being Singapore (seller) and Vietnam (buyer) The contract has included

information of both parties including the address but not including the buyer’s contacts

1.3 Subject of the contract

- Subject: Primary Homogenized Aluminum Billet 6063

Comment:

- The subject of the contract is not included in the prohibited goods catalog, not classified as conditioned goods for import-export The subject is considered

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sell-able and licensed since the company’s application’s approval by

government officials The goods are not listed in the list of prohibited export goods according to appendix I, Decree 69/2018/NĐ-CP of 15/05/2018

import Therefore, the subject of the contract is legal and fully authorized for import and export

international trade contract must make contracts in text form Vietnamese international commerce law also states that contracts of international nature must be made on the basis of documents in text form or other forms of

equivalent legality value: telegram, fax, messages, etc So, the form of the contract is legally accepted by Vietnam’s law on international trade

- The language used is English - a widely used dialect that is very suitable for international commerce activities However, both sides needs to have the interpretation ability to understand English clearly, in order to avoid any misunderstandings in the delivery of the contract

2 Terms and conditions of the contract

2.1 Product name

Content:

Goods name: Primary Homogenized Aluminum Billet 6063

- Unit Metric Ton (MT)

- Weight: 100 Metric Ton (+/– 5%)

Comment: The contract has stated the weight of the goods, under an approved measurement unit The smallest error in weight is also included (+/–5%)

2.3 Terms of Quality

Terms of Quality is a vital part of any international commerce contract, as it demonstrates the accuracy when it comes to the qualifications in the contract Therefore, they should be stated clearly and in detail in the case of dispute during the execution of the contract There are many methods when it comes to determining the terms of specifications and quality such as: respective to the good’s actual quality (though samples, or cargo inspections) or respective to the demonstration or description provided

by the seller (including information of technical specifications, weight, general standard

of production, )

Comment:

The technical specifications of the goods were included in detail in the contract of sales The stated information consists of material (base materials, impurities, chemical content), size of each article, physical deformities and errors that might be present on said products The contract has included adequate information on the specifications of the goods to ensure the contract’s validity and the payment level’s legitimacy This also helps distribute the cost and damage caused, if any, during the process of delivery from any mistakes in manufacture by the seller

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2.4 Terms of Price

Content:

- Final price: LME + Premium

- LME price: Aluminum LME Average Cash Settlement Price from 15 December

to 31 December 2017 (This is provided the seller receive workable L/C At Sight - in good working order - by 14 December 2017)

in the payment process

With the price being firm, quoted from a certain price period, approved upon signing of the contract, it is extremely suitable for a contract of such short duration as the price fluctuation would not affect the agreed payment amount by both parties

However, the contract should mention briefly of additional costs such as shipping

or warranty according to Incoterms’s policies, regarding the type of delivery being used

2.5 Terms of Shipment

Content:

- Transshipment: Allowed

- Partial Shipment: Allowed

- Time of shipment: Before 21 January 2017

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- Shipment terms: CIF Hai Phong Port, Vietnam, Import Duty Unpaid by

container vessel, Incoterms 2010

- Packing: The commodity shall be packed and marked as per PM customary arrangement for Export

Comment:

Parties have decided to choose sea travel as the method of shipment for this consignment Even though the details of shipment have been well included, there’s still missing information regarding date and time of loading/unloading for both parties, notes for handling to avoid damage in the delivery process This could lead to dispute when the buyer and the seller decide who is in charge or who should take responsibilities when the loading/unloading process doesn’t go as negotiated

Both parties have mentioned the details on destination and port, which will help when it comes to distribution of risks and costs as the necessary Incoterms articles have been included

2.6 Term of payment

If payment for the Goods Shall be made by a letter of credit, Buis shall establish in favor

of Seller an irrevocable letter or credit through a prime bank of good international repute immediately Alm (the conclusion of this Coatmvl in r, turn, and upon tens satisfaction

w Sells

If Seller has reasons(s) to believe that Buyer may fail to make payment, establish a letter

of credit or otherwise perform its payment obligations under this Contract, Seller may demand that Buyer provide, within a reasonable time, adequate assurance satisfactory

to Seller for the due performance of this Contract and Seller may withhold shipment Or delivery of Goods or any undelivered part thereof until such assurance is provided Buyer shall pay the price specified on the face of this Contract wills withholding, counterclaim, semis or other similar rights to satisfy or sec which Buyer may have against Seller, notwithstanding that such claims or by Buyer against Seller in separate proceedings

Any new, additional or increased freight rates, surcharges (bunker, currency, congestion

or other surcharges), taxes, customs duties, export or import surcharges or other

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governmental charges or insurance premiums which may be incurred by Seller with respect to the Goods ;after the conclusion of Otis Contract shall be for the account or Buyer and shall be reimbursed to Seller by Buyer on demand

If Buyer fails to pay for the Goods in accordance with this Contract, Buyer shall pay to Seller overdue interest on the unpaid amount front the due date or such payment until the date of actual payment (before as well as after judgment) at the rate of eighteen percent (18%) per annum, or tic niaxisim interest rate permitted by the laws of Buyer's country, whichever is lower

2.7 Force Majeure

If the performance by Seller of any of its obligations under this Contract is directly or indirectly affected or prevented by force majeure, including but not limited to Acts of God, flood, typhoon, earthquake tidal wave, landslide, file, plague, epidemic, quarantine restriction, perils of the sea, war declared or not or threat of the same, civil commotion, blockade, arrest or retraint of dispute, explosion, accident or breakdown in whole or in part of machinery or plant, governmental request guidance, order of regulation, unavailability of transportation or loading facility, bankruptey or insolvency of the manufacturer or suppler of the Goods, severe shortage of oil, gas, electricity or raw materials which prevens Seller or the manufacturer or supplier or carrier from continuing ther normal level of operation or any other causes of circumstance whatsoever beyond the reasonable control of Seller or manufacturer or supplier of the Goods, then Seller shall not be liable for nay loss or damage suffered or incurred by reason of or in connection with the failure of or delay in performing its obligations hereunder, and the Seller shall have the right at its sole discretion by notice to the Buyer

to extend the time of shipment or delivery of the Goods or terminate the Contract without any liability for the unfulfilled portion of this Contract to the extend so affected or prevented

2.8 Default

In the event of (i) Buyer's lure to perform any provision of this Contract or any other contract with Seller; (ii) Buyer's inability to pay its debts generally as they become due; (iii) Buyer being voluntarily or involuntarily the subject of proceedings under any

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bankruptcy or insolvency law, or other law or procedure for the relief of debtors; (iv) change of the control of Buyer which would in the reasonable judgment of Seller materially and adversely affect the ability of Buyer to LIMB its obligations under this Contract; (v) Buyer's cessation of its business or a substantial part of its business; or (vi) Buyer's failure to comply with any applicable law or regulations or international sanctions including without limitation anti-bribery and corruption, anti-money laundering, anti-terrorist financing, or anti-slavery and human trafficking laws, regulations and sanctions (collectively "Event of Default"), Seller shall have the right,

at its sole discretion, by notice in willing to Buyer, terminate this contract or any other Contract with Buyer and any part therefore; (ii) declare all obligations of Buyer immediately due and payable; (iii) resell or hold the Goods for the account of and at the risk of Buyer; (iv) postpone the shipment or delivery of the Goods; and/or (v) stop the Goods in transit, and Buyer shall reimburse Seller for all expenses, losses or damages incurred and/or arising directly or indirectly from such Event of Default

2.9 Intellectual, property rights

(1) Nothing herein contained shall be construed as transferring any patent, trademark, utility model, design, copyright, mask work or any other intellectual property rights in the Goods in favour of Buyer, all such rights being expressly reserved to the respective true and lawful owners

(2) Seller shall not be responsible or liable tier any infringement or unauthorized use with regard to any patent, trademark, utility model, design, copyright, mask work or any other intellectual property rights

2.10 Title and risk

(1) Title to the Goods shall pass to the Buyer upon MI payment for the Goods For so long as any amount remains due and owing from Buyer to Seller (whether immediately due or contingently due), title to and properly in any of the Goods shall remain with Seller and the Goods shall be held by Buyer on behalf of Seller in a fiduciary capacity Buyer may sell such Goods to a third party in the ordinary course of Buyer's business, provided that the proceeds of any such sale shall be held by Buyer for the benefit of Seller

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(2) Seller's title to the Goods shall remain notwithstanding any incorporation of the same

in or a mixture of the same with any other goods and Seller shall be entitled to receive out of the proceeds of the sale of any article incorporating the Goods an amount equal

to the price payable by Buyer to Seller in respect of such Goods

(3) Upon Buyer's failure to pay any amounts when due and/or upon cancellation or termination of this Contract for any reason, Seller shall have the right to take possession

of and remove from Buyer any Goods to which Seller has title at any time and/or to require the immediate payment out of any proceeds of sale of any of the Goods previously sold by Buyer and held by Buyer on trust for Seller an amount equivalent to the price payable by Buyer to Seller in respect of such Goods

(4) If any relevant trade term from Incoterms 2010 (as may from time to time be amended) published by the International Chamber of Commerce ("Incoterm 2010") is referred to on the thee of this Contract, risk of loss, liability and damage to the Goods shall pass from Seller to Buyer at such time in accordance with Incoterms 2010 Otherwise, risk of loss, liability, and damage shall pass from Seller to Buyer at the time

of delivery of the Goods

2.11 Warranty and claim

(1) Unless expressly stipulated on the face of this contract, Seller makes no representation, warranty or condition, expressly or impliedly, as to the quality or fitness for any particular purpose of the Goods to be supplied (2) [limy condition or warranty

is stipulated on the nice of this Contract, Seller's liability, at the Seller's all direction, shall be limited to replacement or repair of the defective Goods This shall be Buyer's sole remedy

(3) Any claim by Buyer against Seller in relation to or in connection with or arising out

of this Contract shall be notified in writing by Buyer to Seller with full supporting documents within thirty (30) days of the delivery of the Goods at the port or place of delivery; and in case of claims in relation to non-delivery of Goods, within thirty (30) (lays from the date on which the Goods should have been delivered under this Contract, and in case no such date is provided or ascertainable under this Contract, within ninety (90) days from the date of this Contract If Buyer shall fail to notify Seller of the claim within the stipulated period, Buyer shall cease absolutely to have any right to make such

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a claim against the Seller Buyer's notice to Seller shall only be effective and valid under this Contract upon Seller's actual receipt of the notice Buyer shall have the burden to prove that the Seller has duly received Buyer's written notice of claim and supporting documents within the stipulated period (4) Without prejudice and in addition to sub-clause (3) above, in relation to Buyer's claim concerning defective or damaged Goods

or Goods not corresponding to this Contract, Buyer shall (A) keep the defective or damaged Goods, or Goods not corresponding to this Contract in safe custody, and (B) notify Seller in writing within seven (7) clays of the delivery of the Goods at the port or place of delivery of (i) nature and extent &defects, damage or non-compliance of Goods with this Contract and (ii) full address and contact details of where the Goods are kept and where Seller and/or its appointed representative may invert the Goods; mil in default

of which Buyer shall not have any right to make a claim against the Seller concerning defective or damaged Goods or Goods not corresponding to this Contract Buyer's notice

to Seller shall only be elective and valid under this Contract upon Seller's actual receipt

of the notice Buyer shall have the burden to prove that the Seller has duly received Buyer's written notice within the stipulated period

2.12 Limitation

Seller shall not be responsible, whether in contract or tort or on any Other legal basis, to Buyer for any special, incidental, consequential, indirect or exemplary damages, loss of profit, loss of revenue, loss of use, loss of contract, loss of business, loss of goodwill, cost of downtine or replacement with substitute goods, nor any third party claims made against the Buyer, whether or not Seller was advised of the possibility of such loss or damages, and in no event shall Seller's total liability under this Contract howsoever arising, including but not limited to Seller's liability to replace and/or repair any defective Goods supplied, exceed the price of the Goods

3 Brief conclusion of term and conditions

(1) Any dispute arising out °for in connection with this Contract, including any question regarding its existence validity or termination shall be referred to and finally resolved

by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in three, which rules are deemed to

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be incorporated by reference in this clause The Tribunal shall consist of one arbitrator

to be appointed by the President of the Court of Arbitration of the Singapore International Arbitration Centre The language of the arbitration shall be English This Contract shall be, in all respects, governed by and construed in accordance with the laws

of Singapore without giving ()libel to internal principles of the conflict of laws, (2) Trade terms such as POO, CPR, and OF, and any other terms which may be used in this Contract shall have the meanings defined and interpreted by Incoterms 2010, unless otherwise specifically provided in this Contract, hi the event of any inconsistency between the provisions of humoring 2010 and the provisions of this Contract, the provisions of this Contract shall prevail to the extent of the inconsistency (3) The rights and remedies of Seller under any provision hereof are cumulative and in addition to the rights, powers and remedies Seller may have under any other provision hereof, at law or

in equity or otherwise, (4) The failure of Seller at any time to require full performance

by Buyer of the terms hereof shall not affect the right of Seller to enforce the same The waiver by Seller of any breach of any provision of this Contract shall not be construed

as a waiver of any succeeding breach of such provision or waiver of the provision itself, (5) This Contract constitutes the entire agreement between the Buyer and Seller and supersedes all prior or contemporaneous representations, communications, agreements

or undertakings with regard to the subject matter hereof This Contract may not be modified or terminated except by a written agreement of Seller and Buyer

(6) Buyer shall not transfer or assign this Contract or any part thereof without Sales prior written consent

(7) Seller and Buyer hereby expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods with respect to the sales covered by this Contract All implied terms under sections 13, 14 and 15 of the Sale of Goods Act (Chapter 393 of Singapore) are expressly excluded by Buyer and Seller

(8) A person who is not a party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act to enforce any term of this Contract This clause shall not affect the rights of any person who exists otherwise than pursuant to that Act

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CHAPTER 3: ANALYSIS OF IMPORT DOCUMENTS OF NGOC

DIEP WINDOW JOINT STOCK COMPANY

Main contents

- Preamble

- Contract name and number

- Date and time of contract signing

- Legal bases of the contract

- The parties to the contract

- Terms and conditions

Role of the sale contract

- In the payment of goods, the commercial invoice plays a central role in the payment documents In the case of a set of documents accompanied by a bill of exchange, accordingly, through the invoice, the payer can check the money payment command in the bill of exchange If a bill of exchange is not used for payment, the invoice is validly used as an alternative to bills of exchange, as the basis for claims and payments

- When custom declaration, the invoice shows the value of the goods and is proof

of the purchase and sale, on that basis, people conduct management and

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1.2 Analysis of commercial invoice

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Parties

- Seller (importer):

- Name: Sumitomo Corporation Asia & Oceania Pte Ltd

- Address: 60 Anson Road #04-01/04 & 05-01/04 Maptetree Anson, Singapore

- Buyer (exporter):

- Name: Ngoc Diep Window Joint Stock company

- Address: Road 206 Section B, Pho Noi A, Industrial zone Van Lam, Hung Yen province, Vietnam

Commercial invoice information

- Invoice No.: 90009795

- Invoice date: 17.01.2018

Delivery term: CIF Haiphong Port Vietnam Incoterms 2010

- Destination: Hai Phong Port, Vietnam

- Transhipment: Kaohsiung, Taiwan

- Homogenized billet A6063

- Origin: Press metal Sarawak SDN BHD (Malaysia)

- Variants

- For diameter 5.0 inch

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- Quantity: 50.941 MT

- Unit price: USD 2,369.89/MT

- Total variant price: USD 120,724.57

- For diameter 7 inch

- Quantity: 28.754 MT

- Unit price: USD 2,369.89/MT

- Total variant price: USD 115,541.62

- Total invoice value: USD 236,266.19

1.3 Comments

a Upsides

- Commercial invoice shows required terms:date of contract signing, the parties of the contract, commodity terms, financial terms, transport terms, ending part

- The contents of the commercial invoice are consistent with the contents of the contract and related documents

b Downsides

- Lack HS code in product description

- Lack issuing bank in payment term

- Lack departure place, departure date in transport term Thus, the commercial invoice has basically met the conditions and standards of an ordinary commercial invoice This invoice is completely legal and valid

Packing list is issued when the goods is packed and issued into 3 copies

- 1 copy inside the package for buyer to check quantity of goods when being shipped

- 1 copy attached to commercial invoice and other export documentations

submitted to bank as legal base for payment

- 1 copy for record keeping

Main contents

- Number and date issued

- Parties: buyer and seller

- Total number of packages within this shipment

- A detailed description of each package

- The volume and weight of each package

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- The volume and weight of the entire shipment

Functions of packing list

A packing list provides the exporter, international freight forwarder, and ultimate consignee with information about the shipment, including how it's packed, the dimensions and weight of each package, and the marks and numbers that are noted on the outside of the boxes After packing goods, seller sends buyers packing list so that buyers could estimate:

- Warehouse room needed

- Transport and equipment needed to unload goods

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2.2 Analysis of packing list

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Parties:

- Seller:

- Name: Press Metal Sarawak SDN BHD

- Address:Suite 61&62, Setia Avenue, No 2, Jalan Setia Prima S U13/S, Setia Alam Seksyen U13, 40170 Shah Alam, Selangor

DE, Malaysia

- Tel: +603-33622188

- Fax: +603-33622001

- Buyer:

- Name: Sumitomo Corporation Asia & Oceania PTE LTD

- Address: 60 Anson Road #05-01, Mapletree Anson, Singapore

- Consignee

- Name: Ngoc Diep Window Joint Stock company

- Address: Road 206 Section B, Pho Noi A, Industrial zone Van Lam, Hung Yen province, Vietnam

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- 50.641MT (for diameter 5.0 inch)

- 48.754MT (for diameter 7 inch)

- Origin: Press Metal Sarawak SDN BHD, Malaysia

- Total number of pieces: 382

- Total number of bundles: 53

- Total net weight: 99.695 MT

- Total gross weight: 100.409 MT

2.3 Comments

- Upsides

- Packing list shows basic information clearly

- Reflecting on the bill of lading and commercial invoice, information of commodity in terms of name, quantity and weight is appropriate

- Downsides

- Packing list lacks the departure port and destination port

- Packing list lacks packing method

- Packing list does not notice the consignee requirements regarding

unloading, transporting, so that the consignee could prepare appropriate equipment

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of transportation, and must be signed by an authorized representative from the carrier, shipper, and receiver

Functions of bill of lading

- Is the receipt of the carrier to confirm of freight: The carrier delivered the bill of lading to the seller confirming the quantity, type, condition of goods received

by the carrier

- Is a document confirming ownership of the goods listed on itself: a bill of

lading is a document certifying the ownership of the goods stated in the bill of lading Orders can be bought, sold or transferred The purchase, sale and

transfer can be performed several times befores the goods are delivered For each such transfer, the person holding the original bill of lading in his hand is the owner of the goods stated in the bill of lading, and has the right to claim the carrier delivers the goods to him on the terms specified in the bill of lading at port of destination

- Is the evidence confirming the contract of transport: The content of the bill of lading is the legal basis for settlement of any subsequent disputes between the issuer and the holder of the bill of lading

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3.2 Analysis of bill of lading

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- Address: 61&62, Setia Avenue, No.2 Jalan Setia Prima SU13/S, Seta Alam Seksyen U13, 40170 Shah Alam, Selangor Dagor Darul Ehsan, Malaysia

- Consignee: to order of Joint Stock Commercial Bank for Investment and Development of Vietnam, Ha Thanh Branch

- Notify party:

- Name: Ngoc Diep Window Joint Stock company

- Address: Road 206 section B Pho Noi A, Industrial zone, Van Lam Hung Yen Province, Vietnam

- Precarrige by: Lydia 0757-020A

- Place of receipt: Bintulu port, Malaysia

- Ocean vessel/ Voy No.: Box Express 0538-0475

- Place of loading: Bintulu port, Malaysia

- Port of discharge: Haiphong port, Vietnam

- Place of delivery: Haiphong port, Vietnam

- Quantity and kind of packages: Description of goods

- Shipper’s load & count: 53 bundles: shipper do the loading, check the quantity and seal themselves

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- Description of goods: as listed

- Freight prepaid: The charge that shipper must be paid at the loading port, which means If the goods want to board the ship, the shipper must pay in advance (the shipping agency does not accept the debt)

- 4 containers only

- Gross weight/Measurement:

- 100 CBM

- 100,409 KGS

- Prepaid at: Bintulu

- Exchange rate: US $1 = MYR 4.053

- Mode of shipment: FCL/FCL

An FCL/LCL contract is a mode of shipment by ocean freight, also called

“pier/house” The charger takes the packages in a container and delivers a cargo which is destined for several different recipients On arrival at the port destination, the packages are separated They are then put at the disposal of the different recipients or delivered to them

- No of original bill of lading: 3

The original bill of lading is a bill of lading issued by shipping lines or forwarders On each of these bills of lading, there are usually signatures written manually, viewers can distinguish easily from the bill of lading Original bill of lading has 3 copies because 1 copy of transportation to the shipper for the shipper to use as a payment document presented to the payment bank, 1 or 2 remaining sets are sent by the seller to the buyer / Receipt of goods by courier so that when the goods arrive in the wharf, buyers use the bill of lading as a document for that goods to receive the goods The lost bill of lading is one of the taboos because shipping lines will not return the goods to the recipient The recipient must commit to the shipping company and pay a cash equivalent to 110% of the value of the shipping company if you want to get the goods

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- Place and date of issue: Bintulu, Jan.17 2018

- Laden on board: Jan.17, 2018 Lydia 0757-020A Bintulu

This is the confirmation of the entity that issued the bill here: the shipping agency, the carrier or the delivery company that the goods have been arranged on board

detailed for buyers

- This is a clean bill because the bill of lading has no notes on defects of the shipment Goods are received by the carrier in good condition

- This is a to-order bill of lading, which means the goods mentioned in the bill of lading could be delivered to the consignee only when there is an informal

signature of the shipper or to the command of a bank which has the right to allow permission Ngoc Diep Window Joint Stock company has chosen to pay

in the form of L/C (letter of credit) So the goods are only delivered to the consignee when the bank allows Ngoc Diep Window Joint Stock Company has opened an L/C account at this bank to pay the export party Joint stock

commercial bank for investment and development of Vietnam, Ha Thanh

Branch, the issuance of L/C committed to pay with Press Metal Sarawak Sdn Bhd for the goods of Ngod Diep Window Joint Stock company To ensure the certainty, the bank will manage the goods until Ngoc Diep Window Joint Stock company accepts loans and deposits enough money to pay for Press Metal Sarawak Sdn Bhd After the company Ngoc Diep pays the full amount of the order to the bank, the bank will return the set of documents for the company to carry out the procedures for receiving goods

Categories of of insurance documents

- Open cover is a type of marine insurance policy in which the insurer agrees to provide coverage for all cargo shipped during the policy period Open cover insurance is most commonly purchased by companies that make frequent

shipments, as the blanket coverage keeps them from having to purchase a new policy each time a shipment is made

- Insurance policy: is an insurance contract for one shipment, insurer covers insurance for each shipment and only be responsible within the scope of that shipment

Roles of insurance documents

- Insurance documents resolve damage or unexpected risks in export and import

- Insurance documents are a legal basis to resolve conflicts, complaints and receive compensation from the insurance company

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4.2 Analysis of insurance documents

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- Insurance company: Mitsui Sumitomo Insurance Company, Limited

- Address: 9, Kanda-Surugadai, 3 Chome, Chiyoda-ku, Tokyo, Japan

- Open policy no NOP - 113441

- Assured: Sumitomo corporation Asia & Oceania PTE LTD

- Invoice no 900093795

- Amount insured: US$259,893

- Insurance document no.: 317-1873725397

- Claim compensation if any damage incur at: MSIG insurance (Vietnam) company limited

- 10th floor, Cornerstone building no.16 Phan Chu Trinh street, Phan Chu Trinh ward, Hoan Kiem district, Hanoi, Vietnam

- Tel: (84) 24-3936-9188

- Fax: (84) 24-3936-9187

- Condition for insurance: all risks

- Local vessel or conveyance: land conveyance

- Export place: I/P in Malaysia

- Ship or Vessel: Lydia 0757-020A

- Departure: from Bintulu port in Malaysia on Jan 17, 2018

- Destination: Haiphong port Vietnam

- Thence to: Interior place in the country of destination

- Commodity: Aluminum Homogenized Billet A6063

- Quantity:

- 60.941MT (for diameter 5.0 inch)

- 48.754MT (for diameter 7 inch)

company and the insured party

- The content of the insurance document includes information of the vessel such

as voyage number, name, departure date and place, quantity of commodity, match with related documents

- Although buyer and seller use delivery term CIF (Incoterms 2010), meaning that otherwise agreed, seller only needs to buy insurance clause C but the seller still buys insurance which covers all risks This shows that the seller has

fulfilled beyond their obligations

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5.2 Analysis of Certificate of Analysis

- Name of the company: Press Metal Sarawak Sdn Bhd

- Applicant: Sumitomo Corporation Asia & Oceania PTE LTD

- Delivery to: Ngoc Diep Aluminum Joint Stock Company

- Description of commodity: Primary aluminum homogenized billet 5 inch and 7 inch alloy 6063