Mẫu HỢP ĐỒNG NGUYÊN TẮC_Nhóm 2A

- Quality non-conformity: If inspection quality is different from the quality stipulated in this contract, the seller shall compensate the Buyer …% of value of non-conforming goods.. Cụ

CONTRACT DATE : ……

CONTRACT NO: ……

SELLER: ………

Add: ………

Tell: … Mob:…………

Fax: ………

Represented by: ………

BUYER:

Add:

Tell:

Fax:

Represented by:

It has been mutually agreed that the Buyer buys, the Seller sells Both parties have agreed to sign this contract with the following terms and conditions :

ARTICLE 1.COMMODITY :

Hai bên cần quy định rõ tên của hàng hóa trong hợp đồng là gì, đối với hàng nhập là máy móc cần nói rõ các yếu tố: country of manufacture (place of origin), year of manufacture, brand or trade mark and other specifications should be mentioned)

ARTICLE 2 QUALITY

Methods express quality of product:

- Define quality by inspection

- Define quality by in sample

- Define quality by specifications, grade and standard: composition, content, strength, purity, size…

Có thể quy định thêm:

- Quality Inspection at the destination: The goods shall be inspected by… at the destination Quality Inspection Certificate issued by… shall be the basis for settlement and claims between the two parties

- Quality non-conformity: If inspection quality is different from the quality stipulated in this contract, the seller shall compensate the Buyer …% of value of non-conforming goods

- Seller hereby agrees and acknowledges that all Goods must fully conform to this contract and failure of the Seller to adhere to any portion of this contract, including but not limited

to, quantity, quality shall constitute a fundamental breach under this contract

ARTICLE 3 QUANTITY

- Điều khoản này cần quy định số lượng cụ thể, đơn vị đo lường là gì vì trên thế giới có nhiều

hệ thống đo lường khác nhau Ví dụ: Nếu chỉ quy định là “tons” trong hợp đồng sẽ có nhiều cách hiểu vì có thể là “short ton”, “metric ton” hoặc “long ton” Cụ thể như sau:

Metric system: 1 MT= 1000 kg

1 short ton= 0.9072 MT= 0.8929 long ton

- Cần quy định dung sai cho phép, ví dụ:

“The Seller has the option of shipping …% more or less on contracted quantity” OR “…% more

or less at seller’s option” Or “0% to +5% on total weight and amount for reasons due to the mill only”

- Quy định thêm trường hợp “weight difference”:

+ Difference between invoice weight and and contract weight: For the weight shortage, the Seller shall delivery the remaining part and settle …% of value of the remaining part as compensation to the Buyer

+ Difference between invoice weight and weight at the destination: If there is a weight shortage within %, the Seller shall return the value for the weight shortage to the Buyer If weight shortage exceeds …%, the Seller shall return the value for the weight shortage and also pay compensation to the Buyer (…% of value of shortage)

ARTICLE 4 PRICE

Trong điều khoản giá cả cần quy định rõ:

+ Total price

+ Price per unit of measurement (if appropriate)

+ Amount in numbers

+ Amount in words

+ Currency

+ Method for determining the price (if appropriate)

Nếu tổng giá được tính dựa trên số lượng hàng thì cần quy định rõ số lượng để tính khoản phải trả cho người bán sẽ là số lượng trong hợp đồng hay số lượng thực giao

For example:

Contract Price is USD 7,000,000 (in word: Seven million US dollars)

The above Contract Price is provisional and only used for issuance of the Performance

Guarantee, Letter of Credit and calculation of Liquidated Damages

The actual amount pay to the Seller shall be the sum obtained by multiplying the weight of the Goods delivered by the price per unit

 Cần quy định thêm là giá được hiểu theo điều kiện thương mại nào, phiên bản Incoterm áp dụng Mức giá này có bao gồm các chi phí và phụ phí tại cảng hay không…

For example: Price is understood to be FOB *cảng nước ngoài*(Incoterms 2010).

Lưu ý rằng, trong trường hợp HNP là bên nhập khẩu, việc sử dụng điều kiện FOB là phù hợp vì các nguyên nhân sau:

+ Nhập khẩu theo điều kiện CIP hay CFR sẽ không giảm thiểu rủi ro cho HNP so với khi nhập theo điều kiện FOB vì các điều kiện này đều giống nhau ở điểm chuyển giao rủi ro)

+ Nhập khẩu theo điều kiện FOB có nghĩa là HNP sẽ giành quyền vận tải và bảo hiểm, có thể sẽ tiết kiệm chi phí khi HNP thương lượng được giá cước vận tải tốt hơn và phí bảo hiểm rẻ hơn + Ngay cả khi HNP có giá cước và chi phí vận tải như người bán, HNP vẫn có lợi ích là sẽ giảm rủi ro hơn khi chỉ định hãng vận tải Thậm chí đại lý của hãng vận tải tại cảng xuất sẽ liên lạc với nhà xuất khẩu để kiểm tra tính sẵn có của hàng hóa, số lượng hàng sau đó sẽ báo cáo về bên nhập khẩu

 Cần quy định việc thay đổi chi phí, phụ phí, thuế, tỷ giá…sẽ ảnh hưởng đến giá cả trong hợp đồng như thế nào

For example:

The unit price are fixed and shall not be subject to any fluctuations of work volume, any variations in exchange rate nor to any increase or decrease occurring by way of escalation, inflation or fall in market prices of materials, utilities and/or labor

Any changes, after date of this contract, in rate of duty, export taxes, or valuations by Seller’s Country’s Customs, shall be for the account of the Seller unless otherwise specified Any changes in freight rates between contract date and bill of lading date shall be for the account of the Buyer (when merchandise is purchased on an FOB

Basis) or shall be for the account of the Seller (when merchandise is sold on a C&F or CIF basis)

ARTICLE 5 SHIPMENT

Time of shipment :…………

Partial shipment : not allowed

Transshipment : allowed

Port of loading :……

Port of discharge : Hai Phong port, Viet Nam

Notice of shipment:

(a) At least five (05) working days before shipment, the Seller shall inform the Buyer by email schedule of shipment including ETD, ETA, name of vessel, loading port, discharging port, name and quantity of the goods

(b) Within five (05) working days from the Bill of Lading date, the Seller shall:

• send by express courier the following documents to the Buyer:

1) 02 originals of signed Commercial Invoice for 100% of value with itemized price issued by the Seller, showing amount to be paid

2) 02 originals of Detailed packing list showing specification, gross/net weight for each type of materials, total gross/net weight signed by the Seller

• notify by fax/email to the Buyer the following information of the shipment:

- Contract No

- Number and date of Bill of Lading

- Invoice No

- Name of goods, quantity and value

- Number of bundles, gross weight, net weight

- ETD/ETA

- Address, telephone, fax of the shipping agent in Vietnam

• send by email a full set of color scanned files of shipping documents to the Buyer Buyer 's email is as follows: ………

ARTICLE 6 PAYMENT

a L/C

Within seven (07) days since the date of receiving the Performance Guarantee from the Seller, the Buyer shall open a L/C for the value in the currency of US Dollar equivalent to the Contract Price

The Beneficiary's bank information:

Beneficiary Bank:

Bank's Address

Account No.:

Swift Code:

Telephone:

Required Documents:

• Signed commercial invoice for 100% of the shipment value with itemized price issued by the Seller: 04 originals

• Detailed packing list showing specification, gross/net weight for each type of materials, total gross/net weight signed by the Seller: 04 originals

• Certificate of Origin issued by the Chamber of Commerce and Industry in manufacturer's country: 01 original and 03 copies

• Material Test Certificate: ( if necessary)

• Beneficiary's Certificate certifying that 02 originals of Commercial Invoice and Detailed Packing List have been sent by express courier to the Buyer within five (05) working days from B/L date

Others:

- Documents for payment hereinabove shall be submitted to advising bank within 15 days after the Bill of Lading date

- All documents for payment must be presented within the validity of the L/C

- The Buyer and the Seller will bear the bank charges incurred in their respective countries, however, all charges in connection with the amendments of L/C (whether occurs inside

or outside S.R Vietnam), due to Seller 's/ Buyer 's fault, shall be at Seller 's/ Buyer 's account

b T/T

The Buyer shall pay by Telegraphic Transfer of 100% of Total Contract Value in USD within 90 days after commodities are delivered to factory of the Buyer

Payment to: (thông tin của Seller)

- Bank name:

- Beneficiary:

- Account No.:

- SWIFT code:

Documents presented by the Seller include:

- Signed commercial invoice in 03 originals

- Full 3/3 sets of clean on board Bill of Lading marked “FREIGHT PREPAID” and notify the Buyer

- Detailed packing list issued by the Seller in 03 originals stating description of commodities, quantity, net weight, gross weight and measurement of each package

- Certificate of Insurance in 03 originals

Note: All the documents above shall be sent to the Buyer by FedEx or UPS within 5 days after the B/L issue date plus FedEx or UPS receipt, and these charges are paid by the Seller

ARTICLE 7 PACKING AND MARKING

The Seller shall package the goods for delivery in accordance with the highest standards of export packaging for the type and quantities and modes of transport of the goods The goods shall be packed and marked in a proper manner in accordance with the instructions stipulated in the Contract or, otherwise, as customarily done in the trade, and in accordance with any requirements imposed by applicable law or by the transporters and manufacturers of the goods The packing, in particular, shall mark the identification information provided by the Buyer as well as such other information as is necessary for the correct handling and safe delivery of the goods Unless otherwise specified in the Contract, the Seller shall have no right to any return of the packing materials

*Marking: Information is required to fully show on the mark of each package: Model, Dimension, Serial number, Year of Production, and Stamp All the information on the marks cannot be removed

ARTICLE 8 WARRANTY

Unless otherwise specified in the Contract, the Seller warrants and represents that:

- The goods supplies by the Seller are guaranteed against defect for a period of 1 year from the date of receiving the goods;

- The goods, including all packaging and packing thereof, conform to the specifications of the Contract, are fit for the purposes for which such goods are ordinarily used and for any purposes expressly made known in writing in the Contract, and shall be of even quality, free from faults and defects in design, material, manufacturer and workmanship;

- If the Seller is not the original manufacturer of the goods, the Seller shall provide the Buyer with the benefit of all manufacturers’ warranties in addition to any other warranties required to be provided under the Contract;

- The goods are new and unused The goods are of the quality, quantity and description required by the Contract, including when subjected to conditions prevailing in the place of final destination;

- The goods are free from any right of claim by any third-party, including claims of infringement of any intellectual property rights, including, but not limited to, patents, copyright and trade secrets;

- During any period in which the Seller’s warranties are effective, upon notice by the Buyer that the goods do not conform to the requirements of the Contract, the Seller shall promptly and at its own expense correct such non-conformities or, in case of its inability to

do so, replace the defective goods with goods of the same or better quality or, at its own cost, remove the defective goods and fully reimburse the Buyer for the purchase price paid for the

defective goods The duration for replacing the goods is to be less than 3 months from the receipt of the notice; and,

- The Seller shall remain responsive to the needs of the Buyer for any services that may be required in connection with any of the Seller’s warranties under the Contract

ARTICLE 9 PENALTY

- Shipment delay:

If the Seller is in delay in delivery of any goods as provided in this contract, the Buyer is entitled

to claim liquidated damages equal to …% of the price of those goods for each complete day of delays from the agreed date of delivery or the last day of the agreed delivery period, as specified

in Article… of this contract, provided the Buyer notifies the Seller of the delay

Where the Buyer so notifies the Seller within….days from the agreed date of delivery or the last day of the agreed delivery period, liquidated damages will run from the agreed date of delivery

or from the last day of the agreed delivery period Where the Buyer so notifies the Seller more than …days after the agreed date of delivery or the last day of the agreed delivery period, liquidated damages will run from the date of notice Liquidated damages for delay shall not exceed…% of the price of the delayed goods

- Payment delay:

If payment of any sum payable is delayed, the Buyer shall be entitled to receive interest on the amount unpaid during the period of delay The interest shall be at an annual rate … percentage above the lending rate of central bank in Seller/Buyer’s Country in the currency of this contract/ the penalty for delay interest shall be based on the annual rate of …% / LIBOR +/- 2%

ARTICLE 10 INSURANCE

HNP chủ yếu nhập khẩu theo điều kiện FOB, người bán không có nghĩa vụ ký hợp đồng vận tải

và mua bảo hiểm cho hàng hóa Tuy nhiên, người bán thu xếp hợp đồng bảo hiểm sẽ dễ dàng hơn người mua Vì vậy, thay vì sử dụng điều khoản “To be arranged by the Buyer”, HNP nên thỏa thuận để người bán mua bảo hiểm cho hàng hóa với chi phí của người mua (đối với hàng hóa là máy móc, nguyên vật liệu dễ gặp rủi ro trong quá trình vận chuyển)

If requested by the Buyer, the Seller shall obtain a policy of marine insurance against the risks of carriage involved in this contract at Buyer’s expense If not otherwise requested by Buyer, Seller may nevertheless, in its sole discretion, elect to procure this policy for Buyer’s account and expense Seller may, if he deems it necessary, insure against additional risks at Buyer’s expense The insurance shall be in the currency of this contract

A certificate of insurance shall be sent to the Seller (…) working days before scheduled delivery date of the goods

ARTICLE 11 FORCE MAJEURE

If either party is prevented from, or delayed in performing any duty under this contract by

an event beyond his reasonable control, then this event shall be deemed force majeure, and this party shall not be considered in default and no remedy, be it under this contract or otherwise, shall be available to the other party Force majeure events include, but are not limited to: war (whether war is declared or not), riots, insurrections, or other labor unrest; newly introduced laws

or Government regulations; delay due to Government action or inaction; fire, explosion, or other unavoidable accident; flood, storm, earthquake, or other abnormal natural events

If either party is prevented from, or delayed in, performing any duty under this contract, then this party shall immediately notify the other party of the event, of the duty affected, and of the expected duration of the event and confirm by letter within … days together with certificate

of Force Majeure, issued by the competent authorities for acceptance or non-acceptance The Party unable to perform shall use its best efforts to remedy the effects of force majeure The time

of performance of that obligation shall be extended accordingly

If any force majeure event prevents, or delays performance of any duty under this contract for more than … days, then either party may on due notification to the other party terminate this contract

If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period in excess of …days, the Parties shall negotiate in good faith, and use their best endeavours to agree upon such amendments or arrangements as may be fair and reasonable with a view to alleviating its effects, but if they do not agree upon such amendments or arrangements within a further period of …days, the other party shall be entitled to terminate this contract by giving written notice to the Party affected by the force majeure

ARTICLE 12.CLAIM

In case the goods are not in strict conformity with specification, quantity, quality, packing condition as stipulated in the contract, the Buyer is entitled to have the goods inspected The

Buyer shall submit his claim together with supporting documents (which documents should

be mentioned) issued by a qualified or notarized Surveyor of Vinacontrol Group Corporation

within 60 days after arrival of goods at the port of destination

The Seller has to settle such claims and reply in writing within 30 days from receipt of the Buyer’s formal claim In case of the Seller’s fault, the Seller shall be responsible for re-exporting all unconformable/defective goods as well as re-supplying to the Buyer the goods that meeting specified requirements under this contract within reasonable time as requested by the Buyer All costs, fees and charges for re-exporting and re-supplying the goods shall be borne by the Seller

In case the Seller fails to perform the request of the Buyer for re-exporting and re-supplying the

goods, the Buyer shall be entitled to buy those goods from others (any third party) with all costs, fees and charges borne by the Seller

ARTICLE 13: Arbitration

Any disputes which may arise among the parties with regard to this contract or its implementation shall be settled by amicable negotiation and friendly discussion between both parties In case no settlement can be reached by consultation concerning this contract within 60 days after receipt by one party of the other party’s written request for such amicable settlement, the case shall be finally settled by Vietnam International Arbitration Centre (VIAC) at the Vietnam Chamber of Commerce and Industry in accordance with its Rules of Arbitration The arbitration shall be conducted in English language The award made by the Centre shall be taken

as final and binding upon both parties The fee for arbitration and other charges relating to transaction of the court shall be borne by the losing party, unless otherwise agreed

The validity, interpretation, performance and enforcement of this contract shall be governed by the laws of Vietnam

ARTICLE 14: GENERAL

1, Language:

This contract shall be executed in the English language All communications in connection with this Contract and its performance shall also be in the English language

2 Taxes, duties and Levies:

a The Buyer shall bear the costs of all taxes, duties, fees and charges of any description levied

on his scope of work under this Contract by all local, state or government authorities of VietNam

b The Seller shall protect and indetify the Buyer, and hold the Seller harmless from any and all taxes, duties and levies asessed of levied by the authorities of the ountry of countries outside Vietnam against the Seller or against the Buyer for or on account of any payment made to or earned by the Seller under the Contract

3 Assignment:

- Neither Party shall have the right, power and authority to assign this Contract or any of its right

or obligations hereunder to any third party without the prior writen consent of the other Party

- Any change and /or amendment to the Contract shall be valid only if made in writing and subject to aprroval by both Parties The changes shall be consideredas integral parts of this Contract

-Trade terms used in this Contract shall be interpreted in accordance with INCOREMS 2010 as published by the International Chamber of Commerce

4 Contractual documents:

This contract is made in 04 copies in English language, 02 copies for each party and all of them are legally equal

5 Effective date:

The Contract shall become effective as of the date and year first above mentioned in this Contract (herein called the “ Effective Date”) and shall supersede all communications,

negotiations and agreements (whether writen or oral) of the parties with respect thereto made prior to the Effective Date

IN WITNESS whereof, the Seller and the Buyer have caused this Contract to be executed by their duly autorized representatives as of the Effective Date