Evaluating and editing the contract for international sales of goods between bitexco group of companies and sleepwell industries co

Overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD 1.1, Content of the contract Contract number: |.0/BITEXCO-S

Faculty of Law Foreign Trade University

MIDTERM ASSIGNMENT INTERNATIONAL BUSINESS CONTRACT

Evaluating and Editing the Contract for International Sales of Goods between Bitexco Group of Companies

and Sleepwell Industries Co., LTD

Class : PLUE324(2425-2)GD I.I

Group : 01

Group members: Dang Vii Huyén Anh 2212650003

Nguyễn Đăng Châu Anh 2213650005 Nguyễn Xuân Báo 2212650009

Phạm Trọng Bách 2212650008

Nguyễn Trúc Cằm 2213650010

Dao Duy Long 2213650028

Lecturer : MSc Duong Thi Thu Lan

Hanoi, March 2025

1.2 Validity ofthe Confra€t( : 2 1212211211111 2E1251 1112811111211 1181 5H HH nh cà 2

2 Evaluation and proposed suggestions for the terms of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co.,

PA HN an 26

2.11.2 Artiele 2nTI: Non-conformity of good§ - ác ctc 2 Hee 26

3 Editing the final Contract for International Sales of Goods between Bitexco Group

of Companies and Sleepwell Industries Co., LTD 27

CONTENT

1 Overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

1.1, Content of the contract

Contract number: |.0/BITEXCO-SLEEPWELL/OSEJ WM

Date: 2012

Type of contract: Sales agreement

Parties:

The Buyer: BITEXCO GROUP OF COMPANIES

The Seller: SLEEPWELL INDUSTRIES CO.LTD

Object of the contract: Package OSE — 1.0 Mattress for JW MARRIOTT Hotel Hanoi named Marriot Revive Bedding, including: (1) 360 sets of the Pocketspring Delux Mattress Double with the size of 1400x2000x230mm; (2) 272 sets of Pocketspring Delux Mattress King with the size of 1800x2000x230mm; and (3) 02 sets of Pocketspring Delux Mattress Super King with the size of 1800x2000x230mm All are produced in Thailand by a brand called Dreammaster

Applicable law: Singapore law

Main content: The contract outlines key terms such as key definitions, product specifications, quantity, price, payment, delivery, inspection and testing, packaging, force majeure, penalty, dispute resolution and other terms as stipulated in the contracts Those terms are standard elements of an international contract for sale of goods

Overall, the contract itself is effectively solid enough for the transaction and unplementation process of both parties However; there is room for amendments to balance the interests between both parties as the contract, in its current state, is providing the Buyer more advantage

1.2, Validity of the Contract

Under article 15 of Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD, the governing law is Singapore

2.1 The parties

Between

BITEXCO GROUP OF COMPANIES

Address : 2™ Floor, The Manor Tower, Me Tri Road, Me Tri Commune, Tu Liem, Hanoi

SLEEPWELL INDUSTRIES CO., LTD

Address : Lake Rajada Office complex 28th Floor, Unit A 193-195 (193/116), Rachadapisak

Road, Klongtoey, Bangkok 10110

Tel : 66-2-2042506-8

Fax : 66-02-2042514

Representative: Sxxxxxxxx Cxxxxxxxxxxxxx, Marketing Director

Hereinafter called as Supplier

Whereas

The Buyer desires that The Supplies/Goods known as: Supply of Package OSE — 1.0 Mattress for

JW MARRIOTT Hotel Hanoi to be supplied according to approved Drawings, Specifications

The Supplier has represented to the Buyer that it has the expertise experience and resources to supply the materials/equipment

The Specification and the Contract Bills have been signed by or on behalf of the parties hereto

Regarding the parties and representatives, it is important to note that Sleepwell's legal representative is a Marketing Director

“Powers of directors

I57A.—(1) The business of a company is to be managed by, or under the direction

or supervision of, the directors

[36/2014]

(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.”

“Use of information and advice

157C—(l) Subject to subsection (2), a director of a company may, when

exercising powers or performing duties as a director, rely on reports, statements,

financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

5

INTRODUCTION

In our increasingly globalized world, countries are becoming more interconnected and reliant on each other Within the realm of global commerce, especially e-commerce, contracts, an agreement among two or more parties, serve as a vital tool to ensure a smooth, effective and secured flow of business activities Every sale of goods of any scale among companies, especially among companies around the world, are executed via contracts However, as useful and imperative in most cases as contracts are, a myriad of legal issues could potentially arise in the process of forming and implementing contracts, especially international sales of goods contracts, where law and standards differ between countries of both parties Along with legal issues are profit balancing problems where each term in a contract must ensure mutual benefits, nghts and obligations for both parties, especially when implementing the contract

In this essay, our group will provide analysis for the contract of mattress sales between Bitexco Group of Companies and Sleepwell Industries Co., LTD The essay aims to analyze each term of the contract, pointing out their strengths and weaknesses and whether they maintain the balance between both parties Additionally, the essay will provide specific suggestions for and/or amendments for adverse or imbalanced terms in the contract between Bitexco Group of Companies and Sleepwell Industries Co., LTD

To achieve aforementioned objectives, the essay structure will be broken down into three main parts: first, an overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD.; second, the evaluation and proposed suggestions for the terms of the Contract where our group will analyze all given terms and provide recommendations as well as amendments for each specific terms to provide an optimal, balance and least legally risky contract for both parties The legal grounds for contract’s analysis and suggestions shall be Singapore law, Incoterms 2020 and the ICC model contract

2.1 The parties

Between

BITEXCO GROUP OF COMPANIES

Address : 2™ Floor, The Manor Tower, Me Tri Road, Me Tri Commune, Tu Liem, Hanoi

SLEEPWELL INDUSTRIES CO., LTD

Address : Lake Rajada Office complex 28th Floor, Unit A 193-195 (193/116), Rachadapisak

Road, Klongtoey, Bangkok 10110

Tel : 66-2-2042506-8

Fax : 66-02-2042514

Representative: Sxxxxxxxx Cxxxxxxxxxxxxx, Marketing Director

Hereinafter called as Supplier

Whereas

The Buyer desires that The Supplies/Goods known as: Supply of Package OSE — 1.0 Mattress for

JW MARRIOTT Hotel Hanoi to be supplied according to approved Drawings, Specifications

The Supplier has represented to the Buyer that it has the expertise experience and resources to supply the materials/equipment

The Specification and the Contract Bills have been signed by or on behalf of the parties hereto

Regarding the parties and representatives, it is important to note that Sleepwell's legal representative is a Marketing Director

“Powers of directors

I57A.—(1) The business of a company is to be managed by, or under the direction

or supervision of, the directors

[36/2014]

(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.”

“Use of information and advice

157C—(l) Subject to subsection (2), a director of a company may, when

exercising powers or performing duties as a director, rely on reports, statements,

financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

5

law Notably, Singapore is one ofthe nations reserving Article 1(1)(b) ofthe CISG 19801, which means when there is an explicit reference to its national law, that law, not the CISG 1980, shall be applied despite the fact that Singapore is a contracting state As a result, the legal grounds to determine whether the contract is valid and enforceable or not

is Singapore civil law, commercial law and contract law

Article 2(1) of the Singapore Sale of Goods Act 1979 states that: “A contract of sale

of goods is a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price.” The current contract fits

in this definition, as there is a transfer of goods, mattress set to be specific, from the Seller —Sleepwell Industry Company — to the Buyer — Bitexco Group of Companies for profit However, for the contract to be legally binding, certain conditions shall be fulfilled Furthermore, this contract also satisfies all the essential components for a valid and enforceable contract under Singapore, which are as follows

First, offer and acceptance An offer is a promise, or other expression of willingness,

by the ‘offeror’ to be bound on certain specified terms upon the unqualified acceptance of these terms by the person to whom the offer is made (the ‘offeree’) Provided the other formation elements (ie consideration and intention to create legal relations) are present, the acceptance of an offer results in a valid contract An offer must be made with the intention to be bound In this contract, by signing, both parties agreed on its effectiveness, evidenced by Article 17, which means there shall be offer and acceptance beforehand Second, consideration, also known as something of value (as defined by the law), requested by the party making the promise (the ‘promisor’) and provided by the party who receives it (the ‘promisee’), in exchange for the promise that the promisee is seeking

to enforce Thus, it could consist of either some benefit received by the promisor, or some detriment to the promisee This benefit/detriment may consist of a counter promise or a completed act Clearly the consideration in this contract are money and the goods following by the transfer of title

' The United Nations Convention on Contracts for the International Sale of Goods (1980)

3

CONTENT

1 Overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

1.1, Content of the contract

Contract number: |.0/BITEXCO-SLEEPWELL/OSEJ WM

Date: 2012

Type of contract: Sales agreement

Parties:

The Buyer: BITEXCO GROUP OF COMPANIES

The Seller: SLEEPWELL INDUSTRIES CO.LTD

Object of the contract: Package OSE — 1.0 Mattress for JW MARRIOTT Hotel Hanoi named Marriot Revive Bedding, including: (1) 360 sets of the Pocketspring Delux Mattress Double with the size of 1400x2000x230mm; (2) 272 sets of Pocketspring Delux Mattress King with the size of 1800x2000x230mm; and (3) 02 sets of Pocketspring Delux Mattress Super King with the size of 1800x2000x230mm All are produced in Thailand by a brand called Dreammaster

Applicable law: Singapore law

Main content: The contract outlines key terms such as key definitions, product specifications, quantity, price, payment, delivery, inspection and testing, packaging, force majeure, penalty, dispute resolution and other terms as stipulated in the contracts Those terms are standard elements of an international contract for sale of goods

Overall, the contract itself is effectively solid enough for the transaction and unplementation process of both parties However; there is room for amendments to balance the interests between both parties as the contract, in its current state, is providing the Buyer more advantage

1.2, Validity of the Contract

Under article 15 of Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD, the governing law is Singapore

Third, capacity to contract Article 23 of the Singapore Companies Act 1967 states that “a company has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and [ ] full rights, powers and privileges

According to Article 4.(1) of the above-mentioned Act, a “foreign company” means “(a) a company, corporation, society, association or other body incorporated outside Singapore; or (b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore” At the time this contract concluded, Bitexco Group of Companies and Sleepwell Industries

Co LTD are unlimited company duly established under Vietnam and Thailand law respectively Hence, both parties are determined as foreign companies in compliance with the Singapore Companies Act; and therefore, have full capacity to enter into a contract

It is noted that the formality of the contract is not a condition, which pursuant to that,

a contract is invalid as article 4.(1) of the Singapore Sale of Goods Act 1979 specifies that: “a contract of sale may be made in writing (either with or without seal), or by word

of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties.” However, the contract at hand is a written contract

2 Evaluation and proposed suggestions for the terms of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

As an international sales of goods contract between large enterprises, the contractual terms are, overall, well-structured However, there are still areas for improvement In the following analysis, we will focus solely on the provisions that require amendments, including Articles 2, 3, 4, 5, 7, 8, 9, 14, and 15 The remaining provisions have been assessed by the team as appropriate, balancing the interests of the parties and minimizing unnecessary risks

(a) an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(b) a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert

competence;

(c) any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee ’s designated authority

(2) Subsection (1) applies to a director only if the director —

(a) acts in good faith;

(b) makes proper inquiry where the need for inquiry is indicated by the circumstances; and

(c) has no knowledge that such reliance is unwarranted.”

It is evident that the Singapore Companies Act 1967 empowers a company's Director to engage in business transactions on the company's behalf, subject to adherence to specific obligations concerning the company's best interests.”

Pursuant to the Article, the Marketing Director has the authority to represent Sleepwell in executing this contract

Nevertheless, the nature of a Marketing Director's work may not be entirely suitable for signing this international goods sale and purchase contract because:

Goods sale and purchase activities are more familiar to Directors in departments such as Logistics Director, Sales Director, etc At this time, these people will have a more accurate and thorough view of the contract because if there 1s anything detrimental to their company, they will be able to request contract amendments, ensuring the interests of their side

A Marketing Director would be more suitable for signing other types of contracts such as advertising service contracts, brokerage contracts, etc

law Notably, Singapore is one ofthe nations reserving Article 1(1)(b) ofthe CISG 19801, which means when there is an explicit reference to its national law, that law, not the CISG 1980, shall be applied despite the fact that Singapore is a contracting state As a result, the legal grounds to determine whether the contract is valid and enforceable or not

is Singapore civil law, commercial law and contract law

Article 2(1) of the Singapore Sale of Goods Act 1979 states that: “A contract of sale

of goods is a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price.” The current contract fits

in this definition, as there is a transfer of goods, mattress set to be specific, from the Seller —Sleepwell Industry Company — to the Buyer — Bitexco Group of Companies for profit However, for the contract to be legally binding, certain conditions shall be fulfilled Furthermore, this contract also satisfies all the essential components for a valid and enforceable contract under Singapore, which are as follows

First, offer and acceptance An offer is a promise, or other expression of willingness,

by the ‘offeror’ to be bound on certain specified terms upon the unqualified acceptance of these terms by the person to whom the offer is made (the ‘offeree’) Provided the other formation elements (ie consideration and intention to create legal relations) are present, the acceptance of an offer results in a valid contract An offer must be made with the intention to be bound In this contract, by signing, both parties agreed on its effectiveness, evidenced by Article 17, which means there shall be offer and acceptance beforehand Second, consideration, also known as something of value (as defined by the law), requested by the party making the promise (the ‘promisor’) and provided by the party who receives it (the ‘promisee’), in exchange for the promise that the promisee is seeking

to enforce Thus, it could consist of either some benefit received by the promisor, or some detriment to the promisee This benefit/detriment may consist of a counter promise or a completed act Clearly the consideration in this contract are money and the goods following by the transfer of title

' The United Nations Convention on Contracts for the International Sale of Goods (1980)

3

CONTENT

1 Overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

1.1, Content of the contract

Contract number: |.0/BITEXCO-SLEEPWELL/OSEJ WM

Date: 2012

Type of contract: Sales agreement

Parties:

The Buyer: BITEXCO GROUP OF COMPANIES

The Seller: SLEEPWELL INDUSTRIES CO.LTD

Object of the contract: Package OSE — 1.0 Mattress for JW MARRIOTT Hotel Hanoi named Marriot Revive Bedding, including: (1) 360 sets of the Pocketspring Delux Mattress Double with the size of 1400x2000x230mm; (2) 272 sets of Pocketspring Delux Mattress King with the size of 1800x2000x230mm; and (3) 02 sets of Pocketspring Delux Mattress Super King with the size of 1800x2000x230mm All are produced in Thailand by a brand called Dreammaster

Applicable law: Singapore law

Main content: The contract outlines key terms such as key definitions, product specifications, quantity, price, payment, delivery, inspection and testing, packaging, force majeure, penalty, dispute resolution and other terms as stipulated in the contracts Those terms are standard elements of an international contract for sale of goods

Overall, the contract itself is effectively solid enough for the transaction and unplementation process of both parties However; there is room for amendments to balance the interests between both parties as the contract, in its current state, is providing the Buyer more advantage

1.2, Validity of the Contract

Under article 15 of Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD, the governing law is Singapore

2.1 The parties

Between

BITEXCO GROUP OF COMPANIES

Address : 2™ Floor, The Manor Tower, Me Tri Road, Me Tri Commune, Tu Liem, Hanoi

SLEEPWELL INDUSTRIES CO., LTD

Address : Lake Rajada Office complex 28th Floor, Unit A 193-195 (193/116), Rachadapisak

Road, Klongtoey, Bangkok 10110

Tel : 66-2-2042506-8

Fax : 66-02-2042514

Representative: Sxxxxxxxx Cxxxxxxxxxxxxx, Marketing Director

Hereinafter called as Supplier

Whereas

The Buyer desires that The Supplies/Goods known as: Supply of Package OSE — 1.0 Mattress for

JW MARRIOTT Hotel Hanoi to be supplied according to approved Drawings, Specifications

The Supplier has represented to the Buyer that it has the expertise experience and resources to supply the materials/equipment

The Specification and the Contract Bills have been signed by or on behalf of the parties hereto

Regarding the parties and representatives, it is important to note that Sleepwell's legal representative is a Marketing Director

“Powers of directors

I57A.—(1) The business of a company is to be managed by, or under the direction

or supervision of, the directors

[36/2014]

(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.”

“Use of information and advice

157C—(l) Subject to subsection (2), a director of a company may, when

exercising powers or performing duties as a director, rely on reports, statements,

financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

5

Third, capacity to contract Article 23 of the Singapore Companies Act 1967 states that “a company has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and [ ] full rights, powers and privileges

According to Article 4.(1) of the above-mentioned Act, a “foreign company” means “(a) a company, corporation, society, association or other body incorporated outside Singapore; or (b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore” At the time this contract concluded, Bitexco Group of Companies and Sleepwell Industries

Co LTD are unlimited company duly established under Vietnam and Thailand law respectively Hence, both parties are determined as foreign companies in compliance with the Singapore Companies Act; and therefore, have full capacity to enter into a contract

It is noted that the formality of the contract is not a condition, which pursuant to that,

a contract is invalid as article 4.(1) of the Singapore Sale of Goods Act 1979 specifies that: “a contract of sale may be made in writing (either with or without seal), or by word

of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties.” However, the contract at hand is a written contract

2 Evaluation and proposed suggestions for the terms of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

As an international sales of goods contract between large enterprises, the contractual terms are, overall, well-structured However, there are still areas for improvement In the following analysis, we will focus solely on the provisions that require amendments, including Articles 2, 3, 4, 5, 7, 8, 9, 14, and 15 The remaining provisions have been assessed by the team as appropriate, balancing the interests of the parties and minimizing unnecessary risks

Third, capacity to contract Article 23 of the Singapore Companies Act 1967 states that “a company has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and [ ] full rights, powers and privileges

According to Article 4.(1) of the above-mentioned Act, a “foreign company” means “(a) a company, corporation, society, association or other body incorporated outside Singapore; or (b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore” At the time this contract concluded, Bitexco Group of Companies and Sleepwell Industries

Co LTD are unlimited company duly established under Vietnam and Thailand law respectively Hence, both parties are determined as foreign companies in compliance with the Singapore Companies Act; and therefore, have full capacity to enter into a contract

It is noted that the formality of the contract is not a condition, which pursuant to that,

a contract is invalid as article 4.(1) of the Singapore Sale of Goods Act 1979 specifies that: “a contract of sale may be made in writing (either with or without seal), or by word

of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties.” However, the contract at hand is a written contract

2 Evaluation and proposed suggestions for the terms of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

As an international sales of goods contract between large enterprises, the contractual terms are, overall, well-structured However, there are still areas for improvement In the following analysis, we will focus solely on the provisions that require amendments, including Articles 2, 3, 4, 5, 7, 8, 9, 14, and 15 The remaining provisions have been assessed by the team as appropriate, balancing the interests of the parties and minimizing unnecessary risks

GROUP MEMBERS

No Full name Student ID Role Assessment

1 Đặng Vũ Huyện Anh 2212650003 Member 10/10

2 Nguyễn Đăng Châu Anh 2213650005 Leader 10/10

3 Nguyễn Xuân Bảo 2212650009 Member 19/10

4 Phạm Trọng Bách 2212650008 Member 10/10

5 Nguyễn Trúc Câm 2213650010 Member 19/10

6 Đào Duy Long 2213650028 Member 19/10

1H

2.1 The parties

Between

BITEXCO GROUP OF COMPANIES

Address : 2™ Floor, The Manor Tower, Me Tri Road, Me Tri Commune, Tu Liem, Hanoi

SLEEPWELL INDUSTRIES CO., LTD

Address : Lake Rajada Office complex 28th Floor, Unit A 193-195 (193/116), Rachadapisak

Road, Klongtoey, Bangkok 10110

Tel : 66-2-2042506-8

Fax : 66-02-2042514

Representative: Sxxxxxxxx Cxxxxxxxxxxxxx, Marketing Director

Hereinafter called as Supplier

Whereas

The Buyer desires that The Supplies/Goods known as: Supply of Package OSE — 1.0 Mattress for

JW MARRIOTT Hotel Hanoi to be supplied according to approved Drawings, Specifications

The Supplier has represented to the Buyer that it has the expertise experience and resources to supply the materials/equipment

The Specification and the Contract Bills have been signed by or on behalf of the parties hereto

Regarding the parties and representatives, it is important to note that Sleepwell's legal representative is a Marketing Director

“Powers of directors

I57A.—(1) The business of a company is to be managed by, or under the direction

or supervision of, the directors

[36/2014]

(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.”

“Use of information and advice

157C—(l) Subject to subsection (2), a director of a company may, when

exercising powers or performing duties as a director, rely on reports, statements,

financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

5

law Notably, Singapore is one ofthe nations reserving Article 1(1)(b) ofthe CISG 19801, which means when there is an explicit reference to its national law, that law, not the CISG 1980, shall be applied despite the fact that Singapore is a contracting state As a result, the legal grounds to determine whether the contract is valid and enforceable or not

is Singapore civil law, commercial law and contract law

Article 2(1) of the Singapore Sale of Goods Act 1979 states that: “A contract of sale

of goods is a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price.” The current contract fits

in this definition, as there is a transfer of goods, mattress set to be specific, from the Seller —Sleepwell Industry Company — to the Buyer — Bitexco Group of Companies for profit However, for the contract to be legally binding, certain conditions shall be fulfilled Furthermore, this contract also satisfies all the essential components for a valid and enforceable contract under Singapore, which are as follows

First, offer and acceptance An offer is a promise, or other expression of willingness,

by the ‘offeror’ to be bound on certain specified terms upon the unqualified acceptance of these terms by the person to whom the offer is made (the ‘offeree’) Provided the other formation elements (ie consideration and intention to create legal relations) are present, the acceptance of an offer results in a valid contract An offer must be made with the intention to be bound In this contract, by signing, both parties agreed on its effectiveness, evidenced by Article 17, which means there shall be offer and acceptance beforehand Second, consideration, also known as something of value (as defined by the law), requested by the party making the promise (the ‘promisor’) and provided by the party who receives it (the ‘promisee’), in exchange for the promise that the promisee is seeking

to enforce Thus, it could consist of either some benefit received by the promisor, or some detriment to the promisee This benefit/detriment may consist of a counter promise or a completed act Clearly the consideration in this contract are money and the goods following by the transfer of title

' The United Nations Convention on Contracts for the International Sale of Goods (1980)

3

CONTENT

1 Overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

1.1, Content of the contract

Contract number: |.0/BITEXCO-SLEEPWELL/OSEJ WM

Date: 2012

Type of contract: Sales agreement

Parties:

The Buyer: BITEXCO GROUP OF COMPANIES

The Seller: SLEEPWELL INDUSTRIES CO.LTD

Object of the contract: Package OSE — 1.0 Mattress for JW MARRIOTT Hotel Hanoi named Marriot Revive Bedding, including: (1) 360 sets of the Pocketspring Delux Mattress Double with the size of 1400x2000x230mm; (2) 272 sets of Pocketspring Delux Mattress King with the size of 1800x2000x230mm; and (3) 02 sets of Pocketspring Delux Mattress Super King with the size of 1800x2000x230mm All are produced in Thailand by a brand called Dreammaster

Applicable law: Singapore law

Main content: The contract outlines key terms such as key definitions, product specifications, quantity, price, payment, delivery, inspection and testing, packaging, force majeure, penalty, dispute resolution and other terms as stipulated in the contracts Those terms are standard elements of an international contract for sale of goods

Overall, the contract itself is effectively solid enough for the transaction and unplementation process of both parties However; there is room for amendments to balance the interests between both parties as the contract, in its current state, is providing the Buyer more advantage

1.2, Validity of the Contract

Under article 15 of Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD, the governing law is Singapore

GROUP MEMBERS

No Full name Student ID Role Assessment

1 Đặng Vũ Huyện Anh 2212650003 Member 10/10

2 Nguyễn Đăng Châu Anh 2213650005 Leader 10/10

3 Nguyễn Xuân Bảo 2212650009 Member 19/10

4 Phạm Trọng Bách 2212650008 Member 10/10

5 Nguyễn Trúc Câm 2213650010 Member 19/10

6 Đào Duy Long 2213650028 Member 19/10

1H

INTRODUCTION

In our increasingly globalized world, countries are becoming more interconnected and reliant on each other Within the realm of global commerce, especially e-commerce, contracts, an agreement among two or more parties, serve as a vital tool to ensure a smooth, effective and secured flow of business activities Every sale of goods of any scale among companies, especially among companies around the world, are executed via contracts However, as useful and imperative in most cases as contracts are, a myriad of legal issues could potentially arise in the process of forming and implementing contracts, especially international sales of goods contracts, where law and standards differ between countries of both parties Along with legal issues are profit balancing problems where each term in a contract must ensure mutual benefits, nghts and obligations for both parties, especially when implementing the contract

In this essay, our group will provide analysis for the contract of mattress sales between Bitexco Group of Companies and Sleepwell Industries Co., LTD The essay aims to analyze each term of the contract, pointing out their strengths and weaknesses and whether they maintain the balance between both parties Additionally, the essay will provide specific suggestions for and/or amendments for adverse or imbalanced terms in the contract between Bitexco Group of Companies and Sleepwell Industries Co., LTD

To achieve aforementioned objectives, the essay structure will be broken down into three main parts: first, an overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD.; second, the evaluation and proposed suggestions for the terms of the Contract where our group will analyze all given terms and provide recommendations as well as amendments for each specific terms to provide an optimal, balance and least legally risky contract for both parties The legal grounds for contract’s analysis and suggestions shall be Singapore law, Incoterms 2020 and the ICC model contract

2.1 The parties

Between

BITEXCO GROUP OF COMPANIES

Address : 2™ Floor, The Manor Tower, Me Tri Road, Me Tri Commune, Tu Liem, Hanoi

SLEEPWELL INDUSTRIES CO., LTD

Address : Lake Rajada Office complex 28th Floor, Unit A 193-195 (193/116), Rachadapisak

Road, Klongtoey, Bangkok 10110

Tel : 66-2-2042506-8

Fax : 66-02-2042514

Representative: Sxxxxxxxx Cxxxxxxxxxxxxx, Marketing Director

Hereinafter called as Supplier

Whereas

The Buyer desires that The Supplies/Goods known as: Supply of Package OSE — 1.0 Mattress for

JW MARRIOTT Hotel Hanoi to be supplied according to approved Drawings, Specifications

The Supplier has represented to the Buyer that it has the expertise experience and resources to supply the materials/equipment

The Specification and the Contract Bills have been signed by or on behalf of the parties hereto

Regarding the parties and representatives, it is important to note that Sleepwell's legal representative is a Marketing Director

“Powers of directors

I57A.—(1) The business of a company is to be managed by, or under the direction

or supervision of, the directors

[36/2014]

(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.”

“Use of information and advice

157C—(l) Subject to subsection (2), a director of a company may, when

exercising powers or performing duties as a director, rely on reports, statements,

financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

5

(a) an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(b) a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert

competence;

(c) any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee ’s designated authority

(2) Subsection (1) applies to a director only if the director —

(a) acts in good faith;

(b) makes proper inquiry where the need for inquiry is indicated by the circumstances; and

(c) has no knowledge that such reliance is unwarranted.”

It is evident that the Singapore Companies Act 1967 empowers a company's Director to engage in business transactions on the company's behalf, subject to adherence to specific obligations concerning the company's best interests.”

Pursuant to the Article, the Marketing Director has the authority to represent Sleepwell in executing this contract

Nevertheless, the nature of a Marketing Director's work may not be entirely suitable for signing this international goods sale and purchase contract because:

Goods sale and purchase activities are more familiar to Directors in departments such as Logistics Director, Sales Director, etc At this time, these people will have a more accurate and thorough view of the contract because if there 1s anything detrimental to their company, they will be able to request contract amendments, ensuring the interests of their side

A Marketing Director would be more suitable for signing other types of contracts such as advertising service contracts, brokerage contracts, etc

INTRODUCTION

In our increasingly globalized world, countries are becoming more interconnected and reliant on each other Within the realm of global commerce, especially e-commerce, contracts, an agreement among two or more parties, serve as a vital tool to ensure a smooth, effective and secured flow of business activities Every sale of goods of any scale among companies, especially among companies around the world, are executed via contracts However, as useful and imperative in most cases as contracts are, a myriad of legal issues could potentially arise in the process of forming and implementing contracts, especially international sales of goods contracts, where law and standards differ between countries of both parties Along with legal issues are profit balancing problems where each term in a contract must ensure mutual benefits, nghts and obligations for both parties, especially when implementing the contract

In this essay, our group will provide analysis for the contract of mattress sales between Bitexco Group of Companies and Sleepwell Industries Co., LTD The essay aims to analyze each term of the contract, pointing out their strengths and weaknesses and whether they maintain the balance between both parties Additionally, the essay will provide specific suggestions for and/or amendments for adverse or imbalanced terms in the contract between Bitexco Group of Companies and Sleepwell Industries Co., LTD

To achieve aforementioned objectives, the essay structure will be broken down into three main parts: first, an overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD.; second, the evaluation and proposed suggestions for the terms of the Contract where our group will analyze all given terms and provide recommendations as well as amendments for each specific terms to provide an optimal, balance and least legally risky contract for both parties The legal grounds for contract’s analysis and suggestions shall be Singapore law, Incoterms 2020 and the ICC model contract

INTRODUCTION

In our increasingly globalized world, countries are becoming more interconnected and reliant on each other Within the realm of global commerce, especially e-commerce, contracts, an agreement among two or more parties, serve as a vital tool to ensure a smooth, effective and secured flow of business activities Every sale of goods of any scale among companies, especially among companies around the world, are executed via contracts However, as useful and imperative in most cases as contracts are, a myriad of legal issues could potentially arise in the process of forming and implementing contracts, especially international sales of goods contracts, where law and standards differ between countries of both parties Along with legal issues are profit balancing problems where each term in a contract must ensure mutual benefits, nghts and obligations for both parties, especially when implementing the contract

In this essay, our group will provide analysis for the contract of mattress sales between Bitexco Group of Companies and Sleepwell Industries Co., LTD The essay aims to analyze each term of the contract, pointing out their strengths and weaknesses and whether they maintain the balance between both parties Additionally, the essay will provide specific suggestions for and/or amendments for adverse or imbalanced terms in the contract between Bitexco Group of Companies and Sleepwell Industries Co., LTD

To achieve aforementioned objectives, the essay structure will be broken down into three main parts: first, an overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD.; second, the evaluation and proposed suggestions for the terms of the Contract where our group will analyze all given terms and provide recommendations as well as amendments for each specific terms to provide an optimal, balance and least legally risky contract for both parties The legal grounds for contract’s analysis and suggestions shall be Singapore law, Incoterms 2020 and the ICC model contract

GROUP MEMBERS

No Full name Student ID Role Assessment

1 Đặng Vũ Huyện Anh 2212650003 Member 10/10

2 Nguyễn Đăng Châu Anh 2213650005 Leader 10/10

3 Nguyễn Xuân Bảo 2212650009 Member 19/10

4 Phạm Trọng Bách 2212650008 Member 10/10

5 Nguyễn Trúc Câm 2213650010 Member 19/10

6 Đào Duy Long 2213650028 Member 19/10

1H

2.1 The parties

Between

BITEXCO GROUP OF COMPANIES

Address : 2™ Floor, The Manor Tower, Me Tri Road, Me Tri Commune, Tu Liem, Hanoi

SLEEPWELL INDUSTRIES CO., LTD

Address : Lake Rajada Office complex 28th Floor, Unit A 193-195 (193/116), Rachadapisak

Road, Klongtoey, Bangkok 10110

Tel : 66-2-2042506-8

Fax : 66-02-2042514

Representative: Sxxxxxxxx Cxxxxxxxxxxxxx, Marketing Director

Hereinafter called as Supplier

Whereas

The Buyer desires that The Supplies/Goods known as: Supply of Package OSE — 1.0 Mattress for

JW MARRIOTT Hotel Hanoi to be supplied according to approved Drawings, Specifications

The Supplier has represented to the Buyer that it has the expertise experience and resources to supply the materials/equipment

The Specification and the Contract Bills have been signed by or on behalf of the parties hereto

Regarding the parties and representatives, it is important to note that Sleepwell's legal representative is a Marketing Director

“Powers of directors

I57A.—(1) The business of a company is to be managed by, or under the direction

or supervision of, the directors

[36/2014]

(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.”

“Use of information and advice

157C—(l) Subject to subsection (2), a director of a company may, when

exercising powers or performing duties as a director, rely on reports, statements,

financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

5

INTRODUCTION

In our increasingly globalized world, countries are becoming more interconnected and reliant on each other Within the realm of global commerce, especially e-commerce, contracts, an agreement among two or more parties, serve as a vital tool to ensure a smooth, effective and secured flow of business activities Every sale of goods of any scale among companies, especially among companies around the world, are executed via contracts However, as useful and imperative in most cases as contracts are, a myriad of legal issues could potentially arise in the process of forming and implementing contracts, especially international sales of goods contracts, where law and standards differ between countries of both parties Along with legal issues are profit balancing problems where each term in a contract must ensure mutual benefits, nghts and obligations for both parties, especially when implementing the contract

In this essay, our group will provide analysis for the contract of mattress sales between Bitexco Group of Companies and Sleepwell Industries Co., LTD The essay aims to analyze each term of the contract, pointing out their strengths and weaknesses and whether they maintain the balance between both parties Additionally, the essay will provide specific suggestions for and/or amendments for adverse or imbalanced terms in the contract between Bitexco Group of Companies and Sleepwell Industries Co., LTD

To achieve aforementioned objectives, the essay structure will be broken down into three main parts: first, an overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD.; second, the evaluation and proposed suggestions for the terms of the Contract where our group will analyze all given terms and provide recommendations as well as amendments for each specific terms to provide an optimal, balance and least legally risky contract for both parties The legal grounds for contract’s analysis and suggestions shall be Singapore law, Incoterms 2020 and the ICC model contract

2.1 The parties

Between

BITEXCO GROUP OF COMPANIES

Address : 2™ Floor, The Manor Tower, Me Tri Road, Me Tri Commune, Tu Liem, Hanoi

SLEEPWELL INDUSTRIES CO., LTD

Address : Lake Rajada Office complex 28th Floor, Unit A 193-195 (193/116), Rachadapisak

Road, Klongtoey, Bangkok 10110

Tel : 66-2-2042506-8

Fax : 66-02-2042514

Representative: Sxxxxxxxx Cxxxxxxxxxxxxx, Marketing Director

Hereinafter called as Supplier

Whereas

The Buyer desires that The Supplies/Goods known as: Supply of Package OSE — 1.0 Mattress for

JW MARRIOTT Hotel Hanoi to be supplied according to approved Drawings, Specifications

The Supplier has represented to the Buyer that it has the expertise experience and resources to supply the materials/equipment

The Specification and the Contract Bills have been signed by or on behalf of the parties hereto

Regarding the parties and representatives, it is important to note that Sleepwell's legal representative is a Marketing Director

“Powers of directors

I57A.—(1) The business of a company is to be managed by, or under the direction

or supervision of, the directors

[36/2014]

(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.”

“Use of information and advice

157C—(l) Subject to subsection (2), a director of a company may, when

exercising powers or performing duties as a director, rely on reports, statements,

financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

5

Third, capacity to contract Article 23 of the Singapore Companies Act 1967 states that “a company has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and [ ] full rights, powers and privileges

According to Article 4.(1) of the above-mentioned Act, a “foreign company” means “(a) a company, corporation, society, association or other body incorporated outside Singapore; or (b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore” At the time this contract concluded, Bitexco Group of Companies and Sleepwell Industries

Co LTD are unlimited company duly established under Vietnam and Thailand law respectively Hence, both parties are determined as foreign companies in compliance with the Singapore Companies Act; and therefore, have full capacity to enter into a contract

It is noted that the formality of the contract is not a condition, which pursuant to that,

a contract is invalid as article 4.(1) of the Singapore Sale of Goods Act 1979 specifies that: “a contract of sale may be made in writing (either with or without seal), or by word

of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties.” However, the contract at hand is a written contract

2 Evaluation and proposed suggestions for the terms of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

As an international sales of goods contract between large enterprises, the contractual terms are, overall, well-structured However, there are still areas for improvement In the following analysis, we will focus solely on the provisions that require amendments, including Articles 2, 3, 4, 5, 7, 8, 9, 14, and 15 The remaining provisions have been assessed by the team as appropriate, balancing the interests of the parties and minimizing unnecessary risks

(a) an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(b) a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert

competence;

(c) any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee ’s designated authority

(2) Subsection (1) applies to a director only if the director —

(a) acts in good faith;

(b) makes proper inquiry where the need for inquiry is indicated by the circumstances; and

(c) has no knowledge that such reliance is unwarranted.”

It is evident that the Singapore Companies Act 1967 empowers a company's Director to engage in business transactions on the company's behalf, subject to adherence to specific obligations concerning the company's best interests.”

Pursuant to the Article, the Marketing Director has the authority to represent Sleepwell in executing this contract

Nevertheless, the nature of a Marketing Director's work may not be entirely suitable for signing this international goods sale and purchase contract because:

Goods sale and purchase activities are more familiar to Directors in departments such as Logistics Director, Sales Director, etc At this time, these people will have a more accurate and thorough view of the contract because if there 1s anything detrimental to their company, they will be able to request contract amendments, ensuring the interests of their side

A Marketing Director would be more suitable for signing other types of contracts such as advertising service contracts, brokerage contracts, etc

CONTENT

1 Overview of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

1.1, Content of the contract

Contract number: |.0/BITEXCO-SLEEPWELL/OSEJ WM

Date: 2012

Type of contract: Sales agreement

Parties:

The Buyer: BITEXCO GROUP OF COMPANIES

The Seller: SLEEPWELL INDUSTRIES CO.LTD

Object of the contract: Package OSE — 1.0 Mattress for JW MARRIOTT Hotel Hanoi named Marriot Revive Bedding, including: (1) 360 sets of the Pocketspring Delux Mattress Double with the size of 1400x2000x230mm; (2) 272 sets of Pocketspring Delux Mattress King with the size of 1800x2000x230mm; and (3) 02 sets of Pocketspring Delux Mattress Super King with the size of 1800x2000x230mm All are produced in Thailand by a brand called Dreammaster

Applicable law: Singapore law

Main content: The contract outlines key terms such as key definitions, product specifications, quantity, price, payment, delivery, inspection and testing, packaging, force majeure, penalty, dispute resolution and other terms as stipulated in the contracts Those terms are standard elements of an international contract for sale of goods

Overall, the contract itself is effectively solid enough for the transaction and unplementation process of both parties However; there is room for amendments to balance the interests between both parties as the contract, in its current state, is providing the Buyer more advantage

1.2, Validity of the Contract

Under article 15 of Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD, the governing law is Singapore

Third, capacity to contract Article 23 of the Singapore Companies Act 1967 states that “a company has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and [ ] full rights, powers and privileges

According to Article 4.(1) of the above-mentioned Act, a “foreign company” means “(a) a company, corporation, society, association or other body incorporated outside Singapore; or (b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore” At the time this contract concluded, Bitexco Group of Companies and Sleepwell Industries

Co LTD are unlimited company duly established under Vietnam and Thailand law respectively Hence, both parties are determined as foreign companies in compliance with the Singapore Companies Act; and therefore, have full capacity to enter into a contract

It is noted that the formality of the contract is not a condition, which pursuant to that,

a contract is invalid as article 4.(1) of the Singapore Sale of Goods Act 1979 specifies that: “a contract of sale may be made in writing (either with or without seal), or by word

of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties.” However, the contract at hand is a written contract

2 Evaluation and proposed suggestions for the terms of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

As an international sales of goods contract between large enterprises, the contractual terms are, overall, well-structured However, there are still areas for improvement In the following analysis, we will focus solely on the provisions that require amendments, including Articles 2, 3, 4, 5, 7, 8, 9, 14, and 15 The remaining provisions have been assessed by the team as appropriate, balancing the interests of the parties and minimizing unnecessary risks

(a) an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(b) a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert

competence;

(c) any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee ’s designated authority

(2) Subsection (1) applies to a director only if the director —

(a) acts in good faith;

(b) makes proper inquiry where the need for inquiry is indicated by the circumstances; and

(c) has no knowledge that such reliance is unwarranted.”

It is evident that the Singapore Companies Act 1967 empowers a company's Director to engage in business transactions on the company's behalf, subject to adherence to specific obligations concerning the company's best interests.”

Pursuant to the Article, the Marketing Director has the authority to represent Sleepwell in executing this contract

Nevertheless, the nature of a Marketing Director's work may not be entirely suitable for signing this international goods sale and purchase contract because:

Goods sale and purchase activities are more familiar to Directors in departments such as Logistics Director, Sales Director, etc At this time, these people will have a more accurate and thorough view of the contract because if there 1s anything detrimental to their company, they will be able to request contract amendments, ensuring the interests of their side

A Marketing Director would be more suitable for signing other types of contracts such as advertising service contracts, brokerage contracts, etc

Third, capacity to contract Article 23 of the Singapore Companies Act 1967 states that “a company has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and [ ] full rights, powers and privileges

According to Article 4.(1) of the above-mentioned Act, a “foreign company” means “(a) a company, corporation, society, association or other body incorporated outside Singapore; or (b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore” At the time this contract concluded, Bitexco Group of Companies and Sleepwell Industries

Co LTD are unlimited company duly established under Vietnam and Thailand law respectively Hence, both parties are determined as foreign companies in compliance with the Singapore Companies Act; and therefore, have full capacity to enter into a contract

It is noted that the formality of the contract is not a condition, which pursuant to that,

a contract is invalid as article 4.(1) of the Singapore Sale of Goods Act 1979 specifies that: “a contract of sale may be made in writing (either with or without seal), or by word

of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties.” However, the contract at hand is a written contract

2 Evaluation and proposed suggestions for the terms of the Contract for International Sales of Goods between Bitexco Group of Companies and Sleepwell Industries Co., LTD

As an international sales of goods contract between large enterprises, the contractual terms are, overall, well-structured However, there are still areas for improvement In the following analysis, we will focus solely on the provisions that require amendments, including Articles 2, 3, 4, 5, 7, 8, 9, 14, and 15 The remaining provisions have been assessed by the team as appropriate, balancing the interests of the parties and minimizing unnecessary risks

(a) an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(b) a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert

competence;

(c) any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee ’s designated authority

(2) Subsection (1) applies to a director only if the director —

(a) acts in good faith;

(b) makes proper inquiry where the need for inquiry is indicated by the circumstances; and

(c) has no knowledge that such reliance is unwarranted.”

It is evident that the Singapore Companies Act 1967 empowers a company's Director to engage in business transactions on the company's behalf, subject to adherence to specific obligations concerning the company's best interests.”

Pursuant to the Article, the Marketing Director has the authority to represent Sleepwell in executing this contract

Nevertheless, the nature of a Marketing Director's work may not be entirely suitable for signing this international goods sale and purchase contract because:

Goods sale and purchase activities are more familiar to Directors in departments such as Logistics Director, Sales Director, etc At this time, these people will have a more accurate and thorough view of the contract because if there 1s anything detrimental to their company, they will be able to request contract amendments, ensuring the interests of their side

A Marketing Director would be more suitable for signing other types of contracts such as advertising service contracts, brokerage contracts, etc