QUẢN TRỊ XUẤT NHẬP KHẨU

Processing contract 1 Commodity 2 Quantity 3 Price Unit price, delivery term, payment currency USD 5pc FOB Cat Lai port, Incoterms 2020 Total amount (in figures in words) Processor s obligations 4. 1. Commodity 2. Quantity 3. Price − Unit price, delivery term, payment currency USD 5pc FOB Cat Lai port, Incoterms 2020 − Total amount (in figures in words) − Processor s obligations 4. Quality − Sample (master sample, counter sample) − Technical stipulation − Inspection from Processee s representatives

Processing contract

1 Commodity

2 Quantity

3 Price

− Unit price, delivery term, payment currency

USD 5/pc FOB Cat Lai port, Incoterms 2020

− Total amount (in figures & in words)

7 Packing & marking

8 Material & accessories

− handling methods

Ex:

● (Supply method) Party A accepted to supply free of charge on basis of CIF Sai Gon

port (Incoterms 2010) all fabrics and accessories to Party B on which Party Borganizes production to Party A’s requirement in quantity, quality and shipment time

as follows:

…

Say: US Dollars one hundred and eighty four thousand

● (Consumption rate và wastage allowance) 3% of material and 3% of accessories

shall be added to consumption rate for production wastage allowances

● (Time) Party A will supply fabric, material and accessories to Party B after 15 days

signing date this contract

● Partial shipment: Not allowed

● Transshipment: Not allowed

● (Notice of shipment) Party A will advise to Party B via fax/email the details of

material and accessories shipment within a day of shipping date

● (Shipping docs) Shipping documents of fabric and accessories include:

- Signed Commercial Invoice in triplicate

- Full set original clean on board Bill of lading marked “Freight prepaid”

- Certificate of origin

- Packing list in triplicate

Shipping documents shall be sent to Party B within 3 days after shipping date

● (Handling methods)

Any expense happened due to late documents from Party A shall be on Party A account Upon unloading of material and accessories in Party B warehouse, representatives ofboth parties will check the quantity and quality of all items delivered to Party B and willjointly establish a control report which will be sent to Party A within 7 days followingthe arrival of materials, accessories delivered by Party A

If the control report does not mention any differences between the quantity and quality

of the materials received by Party B and the one that has been delivered by Party A,Party B shall be deemed to have accepted the goods delivered and no reclamation shall

be accepted

Should there be any delay in the delivery by Party A of the materials and accessories and

if this delay either has prevented the production to begin or has terminated theproduction, the delivery time will be increased of the same delay

As for the extra material and accessories after liquidation of the contract, both partiesagree to transfer to the next contract upon request of Party A that be returned to the place

of origin, to bear all responsibilities for any tax, or, to carry out of cancel of them in right

of stipulation

9 Machinery & equipment

− Transfer method (lease, lend)

− kinds, quantity, quality, value, consumption rate, wastage allowances rate => appendix

− shipment (time, place of material delivery, inspection, notice of shipment, partialshipment or total shipment, shipping documents)

− obligation to instal M&E

− Processee 's obligation to guide/train Processor workers to operate M&E

− Obligation to fix problems when M&E are bronken down/supply replacing spare parts

− Handling methods

Ex:

In the implement of this contract, Party A agrees to lend to Party B some of machinesand equipment for processing products Appendixes of machine and equipment have to

be agreed by both parties and which also keeps on the policies of Vietnam Government

At the expiry day of the contract, all the machines & equipment will be taking over tothe next contract or other factories or Party B agrees to return all machines andequipment to Party A result in failing to continue production

Party A supplies all replacing spare parts of machine in order to keep the production lineoperation The expenses of installing machine are in Party A account

10 Technical stipulation, sample, inspection

- All technical details and designs as for sample submitted by the Party B, signed and sealed

by both parties No 08/19 date April 1st 2019, each party keeps one The sample is a part notseparate from this contract

- Party A shall provide Party B with all technical conditions and appropriated documentssuch as master samples, paper patterns, consumption rates, size specifications andassortments, color cards…

- Party B undertakes to respect the quality required by Party A and to base the production onthe samples approved by both parties and according to the technical know-how of Party A

- Quality inspection will be controlled by Vinacontrol and Inspection certificate made byVinacontrol shall be final In the event quality production is below the quality level whichwas agreed by both parties at the time of the agreement, and, if Party B remains in default toremedy the default within 15 days of their noting, Party A shall have the right to terminatethe agreement, all damages incurred in respection of the default

− Processee is the owner

− Processee authorizes Processor to use

− Processee 's obligation to solve claims from 3rd party (if any)

Ex: Party A undertakes that Party A is the owner of the labels under this contract Party

A authorizes Party B to use these labels for production of the order under this contract.Party A guarantees that will take all responsibilities for all disputes, if there are, arisingfor the labels under international and local law

Expiry of the contract to Dec 31, 2019

By signing this contract previous correspondence and negotiation connected

herewith shall be null and void

This contract is made in Ho Chi Minh City- Viet Nam, in 06 English originals, 03

for each party of equal value This contract comes into effect from signing date, any

amendment and additional clause to these conditions shall be valid only if made in written form by telex or fax and confirmed by both parties

Complete equipment import contract

1 Definition (A, B, C… alphabet)

2 Object of the contract

− Product line:

Commodity Quantity Quality: function, capacity, origin, status: new/old, age… details => Appendix

− Services supplied by the Seller

Ex: 01 MP300 BATCH MIX PROCESSING PLANT-ELECTRIC HEATED

- Self-contained plant for the mixing, homogenizing, pasteurizing and cooling of 300liter/hour of ice cream mix and equipped with all other equipment which form a fullcomplete production line

- The machines and equipment of this production line must be brand new, most advanced,produced in 2015 in Italy and equipped with full accessories and shall be used for producingsmall cups, crimped cones ice cream, stick novelties and bulk ice cream

- The specification and quantity of the individual machines and equipment are as per theattached Appendix No 01 of this contract

- The service of the Seller‘s supervisor and the training of the Buyer ‘s personnel are stated inArticle 13

− Value of single machines, equipment is showed in Appendix…

Ex: The price of the equipment specified in App No1 including supervisor fees in Vietnam andtraining fees of 03 Buyer‘s people for 04 weeks in Italy is:

USD 800,000 CIF Cat Lai port (Incoterms 2010)

Saying: United States Dollars eight hundred thousand only, including spare parts for two runningyears after guarantee period

4 Payment

− Currency

− Time

− Method

− Docs (kinds, issuer, originals, copies)

5 Shipment

− Time of delivery: within 140 days or 20 weeks after the Seller‘s receipt of downpayment in Denmark

− Loading port: port of Denmark

− Unloading port: Cat Lai port, SR Vietnam

− Partial shipment: not allowed

6 Parking and making

● Marking

Receiver: ABC company

- Contract No.:

- Loading port:

- Unloading port: Cat Lai port

- Net/gross weight: - Dimension: long x wide x height

- Container No/No

- Sender:

● Packing: in containers with packing lists enclosed:

a) According to the international sea transport

b) All the goods shall be packed in adequate packing which are suitable for the sea transport.The packing has to guarantee the safety of long term transport protected against the rustoccurred by sea water, humidity, rain and others Before the goods to be put in the packing,all protection measures against rust such as oil and crease applying, polyethylene wrappingshall be done in order to protect them of damage or rust during the transport period

c) All packing material shall be made of new material

d) The Seller shall be responsible for any damage or breaking of the good due to inadequatepacking and due to rust arising from untouchable protection through crease applying

e) Spare parts shall be packed separately with marking “spare parts”, individual kind ofspare part shall be packed separately in each package and be marked with goods name,quantity and specification No of them The marking has to be written clearly in paint inEnglish on two wall sides and top side of package and size of which may not smaller than5cm for wood package and 10cm for container

● Within 72 hours after loading, the Seller has to send the Buyer the documents consisting 1/3original B/L, copy of commercial invoice, packing list and certificate of origin by DHL tothe consignee address:

- ABC Company

- Address

Main obligations are conducted by Acceptance

- Nomination: The Seller shall send 1 expert who is skilled, has may experiences, speaksEnglish and is in good health condition to Vietnam

- Duties: In order to train the Buyer‘s personals as well as to supervise the assembling,operating commissioning and handling over the ice cream production line, moreover theSeller has responsible for insurance of his expert during the service period of him at the siteand in Vietnam Besides the foreign expert, the Seller should send a Vietnamese technician

to the site in order to take part jointly to the installation, commissioning and handling over

of the ice cream production line

- Erection & Test run: The Buyer shall supply skilled workers, normal workers, technicalpersonnel, basic tools equipment, electricity, water, air, and another medium according toAppendix No 3 to serve the installation

- Time: The staying period of the expert shall last from beginning of installation to signing thecommissioning certificate The Buyer shall bear all fees for the local transport, boarding andlodging of the foreign expert at the medium condition during his staying period in Vietnam.Working hours of experts in Vietnam: 8 hours per day and 6 days per week

Commissioning & Performance test: date

Commissioning: Buyer’s preparation for material, workers => Acceptance => case /Acceptance certPerformance test: Is successful => cert of completion => Acceptance

Is not successful => The Seller is responsible for any defect due to material or bad workmanshiprevealed within the period of guarantee

Technology Transfer Agreement

− Kind of transfer right: product/software/service/…

− Technical doc: The technical indices and data, specifications, drawings, processes,technical and quality standards, Know-how, Erection, Test Run, Commissioning,Performance Test operation and maintenance for the production line, as well asmanufacture of the Products, to be provided by the Transferor as listed in Appendix

− Training: training rendered by the Transferor

− Tech support: Transferor provide to Transferee necessary technical instructions withrespect to Know-How to assist Transferee in using the product/ productline/software/ service/…

− Certificate of readiness of commercial production (acceptance)

− Which incoterms contract use

− The party’s obligation to hire transportation

− The date of shipping

− POL, POD

8 Packing and making

9 Effectiveness of the agreement

− Tech: The Transferee has the right to use technology and manufacture products inVietnam

− Encouraged: The Transferee shall forthwith notify the Bank of any action, injunction,claim for damages or other claim which is or may be made by a third party asserting thatthe Software infringes such third party’s Intellectual Property Rights The Transferorshall exert its best efforts to resolve such dispute The Transferee shall comply with theinstructions of the Bank and cooperate with the Transferor in such dispute with a thirdparty.)

− Limited: Just the Transferor and the Transferee can access/use/sell this product withoutany appearance of any 3rd party

− Prohibited: Transferee shall not grant the right to use, assign, sell, buy, or lease theSoftware to any third party, or create security interest over the Software for the benefit ofany third party

10 Improvement & Innovations

− Transferor’s obligation to inform I&I to Transferee:

+ If Technical Data provided byTransferor to Transferee does not fit with the plantcondition of Transferee, Transferor is obliged to make modification andimprovement on Technical Data

+ Transferor shall provide, on a gratuitous basis, to Transferee any modified andimproved Technical Data in respect of the Know-How The Transferor shall in suchcase keep the Transferee informed of these modifications within sufficient time inadvance

− Transferee’s right to improve & innovate & obligation to inform I&I to Transferor:Transferee has the property rights on any technology, which is derived frommodification and improvement by Transferee on the Know-How

11 Erection – Installation – Test run

12 Guarantee & warranty

13 Environmental protection & Harmful effects

The Transferorcommitsto inform fully andclearlyto the Transfereeallinformationabout theconsequences ofthe use oftechnologyon the environment, Moreover, as soon as havingnew information, the Transferorwillsend this informationfully and clearly to the Transferee

14 Patent right

− Transferor is the owner

− In case of violation transferor should get a license/ modify/ substitute/ take back

− Transferee’s obligation to inform claims from 3rd party to Transferor

− Transferor’s obligation to solve claims & pay relating fees

15 Confidential relationship

Both parties shall treat as confidential all specifications, drawings, blue prints,nomenclatures, software, models and any other information supplied by each other,unless prior written consent to divulge the same has been obtained This shall not apply 24to information that has rightfully become public knowledge and to the record of supply ofthe Transferor which serves the Transferor to promote its sales activities worldwide.TheTransferee shall ensure that its employees shall undertake in writing upon terms to beapproved by the Transferor not to disclose to any person firm or company any of theinformation which such employees may receive in accordance with the provisions of thisAgreement or relating to the Know-how

19 Termination of the agreement

20 Deduction from Transferor’s money

21 Arbitration

22 No assignment

1 RISKS IN EACH STEPS OF PERFORMING AN EXPORT CONTRACT

(2) Requesting initial

steps of payment

- T/T in advance, careless L/C checking

- Unbelievable Issuing bank

- Get to know your business partner carefully

- Consult the bank about the partner's business history

- Clearly stipulate the penalty clause in the foreign trade contract

if the contract is not performed

- Both parties deposit at the bank

- Request the bank's tools such as: Standby Letter of Credit,Performance bond, Bank guarantee Request to open L/C atreputable, well-known banks

-The named confirming bank or the geographical bank of thebank issuing the L/C in the exporting country

(3) Sourcing goods for

export

- Quantity, quality, lack of product sources

- Changing price of material

- Sourcing with a stable and reputable source of goods

- Should clearly stipulate in the commercial contract about thePenalty clause about how if one party violates the contract, how

- Specify the type of packaging, the quality of the packaging,etc The label on the package must match the type of goodsinside

- Make clearly specify who is responsible in the implementationprocess as well as reasonable compensation when errors occur

(5) Making

pre-shipment inspection

- Quantity, quality (Careless)

- Fail to meet buyer ‘s standard

- Read carefully, buy and prepare goods according to therequirements of the contract

- Hire an independent third party to inspect the goods beforethey are shipped

- Send samples to the importer to inspect the goods forthemselves and determine if the quality is acceptable beforeshipping any orders

- Gain the right to actively charter ships

- Designate a well-known shipping company, especially shouldcharter ships from companies with representative offices in theimporting country

- Buy cargo insurance(7) Getting goods insured

- Wrong doc vs L/C

- Late (after vessel departure date)

- Clearly stipulate the contents of the L/C and the necessarydocuments, revise until the two parties agree

- Consider a reasonable time to open L/C(8) Making documents - Mistakes/difficult docs/late presentation - Request the parties to specifically mention both the content and

form of the document in the contract

- Provide information, only accept documents from reputablesupply or certified agencies