Assignment Contract for purchase and sale of fans

Contract for Purchase and Sale of Fans English and Vietnamese version. Hợp đồng mua và bán quạt Phiên bản Tiếng Anh và Tiếng Việt, có kèm Reflection. 1. Entire Agreement and Contract Documents: This contract constitutes the entire agreement and understanding between the parties. There are no understandings, agreements, conditions, reservations, or representations, oral or written, that are not embodied in this contract or that have not been superseded by this contract. => The purpose of an entire agreement clause is to demonstrate that the contract itself represents a complete integration (= the sole and entire agreement) between the parties, and to prevent the parties to the contract from subsequently raising claims that statements or representations made during contractual negotiations, and prior to the signing of the written contract, constitute additional terms of the agreement or some form of side agreement. In addition to the text of contract itself, the documents listed below shall form part of the contract. All listed documents and the clauses of this contract shall be read, if possible, so as to be consistent. In the event of conflict, the order of precedence for the provisions and documents which constitute this agreement shall be as follows: a. The contract itself; b. Specifications; c. Manufacturing drawings. 2. Commodity: Black Verbena Electric Fan. 3. Quantity: 1,000 items. 4. Price: Unit price: 24.9 USDunit. Total Price: 24.9 USDunit x 1,000 units = 24,900 USD (In word: Twentyfour thousand and nine hundred US dollars only) This price shall be understood to be FOB Verbena Port, Incoterms 2010, including packaging and safety labeling. 5. Delivery: Delivery of the Goods shall be made FOB Port Verbena INCOTERMS 2010. Delivery will be carried out within one month from the date that the Seller receives advice that the letter of credit has been opened. Risk and title of the Goods shall pass from the Seller to the Buyer on Delivery. This Clause also sets forth the procedure to be used if the Contract is to be amended. => More complex descriptions about the Goods of the Contract are stated in an appendix attached to the Contract due to their complicated structure. => The price of the Contract is calculated according to the Order size (1000unit order instead of 3000unit order), the Specifications of the Goods (the color of whole order is black), the special request of the Buyer of Packaging and Safety Labeling as well as the terms of Delivery (FOB) and Payment (Letter of Credit). => In a FOB Contract, Goods are delivered by ship. Therefore, the Buyer, who has to charter a vessel, shall notify the Seller of the ship’s name. If the ship fails to arrive, this clause allows the Seller to deliver the Goods to a bonded warehouse. If payment is by a letter of credit, the letter of credit should allow the Seller to replace normal shipping documents with the warehouse receipt.

CONTRACT FOR THE PURCHASE AND SALE OF FANS

NO 01268/AB/2018 Between

And

Esperanza Electrical Importing

Address: 129 Poznarska, Mazowiecki City, Esperanza

Tel: 022 7213572

Fax: 022 6883668

Represented by: Ms Alice Smart – Director

Hereinafter called as the BUYER

Verbena Electric

Address: 2421 C-Wall Street, Millbrook City,

Verbena

Tel: 866 7055970

Fax: 866 6185728

Represented by: Mr John Royalstone - Director

Hereinafter called as the SELLER

Both parties have agreed to the purchase and sale of fans on the

terms and conditions as follows:

1 Entire Agreement and Contract Documents:

This contract constitutes the entire agreement and understanding

between the parties There are no understandings, agreements,

conditions, reservations, or representations, oral or written, that are

not embodied in this contract or that have not been superseded by

this contract

=> The purpose of an entire agreement clause is to demonstrate that the contract itself represents a complete integration (= the sole and entire agreement) between the parties, and to prevent the parties to the contract from subsequently raising claims that statements or representations made during contractual negotiations, and prior to the signing of the written contract, constitute additional terms of the agreement or some form of side agreement

In addition to the text of contract itself, the documents listed below

shall form part of the contract All listed documents and the clauses

of this contract shall be read, if possible, so as to be consistent In

the event of conflict, the order of precedence for the provisions and

documents which constitute this agreement shall be as follows:

a The contract itself;

b Specifications;

c Manufacturing drawings

2 Commodity: Black Verbena Electric Fan

3 Quantity: 1,000 items

4 Price:

Unit price: 24.9 USD/unit

Total Price: 24.9 USD/unit x 1,000 units = 24,900 USD

(In word: Twenty-four thousand and nine hundred US dollars only)

This price shall be understood to be FOB Verbena Port, Incoterms

2010, including packaging and safety labeling

5 Delivery:

Delivery of the Goods shall be made FOB Port Verbena

INCOTERMS 2010

Delivery will be carried out within one month from the date that the

Seller receives advice that the letter of credit has been opened Risk

and title of the Goods shall pass from the Seller to the Buyer on

Delivery

This Clause also sets forth the procedure to be used if the Contract is

to be amended

=> More complex descriptions about the Goods of the Contract are

stated in an appendix attached to the Contract due to their complicated structure

=> The price of the Contract is calculated according to the Order

size (1000-unit order instead of 3000-unit order), the Specifications

of the Goods (the color of whole order is black), the special request

of the Buyer of Packaging and Safety Labeling as well as the terms

of Delivery (FOB) and Payment (Letter of Credit)

=> In a FOB Contract, Goods are delivered by ship Therefore, the

Buyer, who has to charter a vessel, shall notify the Seller of the ship’s name If the ship fails to arrive, this clause allows the Seller to deliver the Goods to a bonded ware-house If payment is by a letter

of credit, the letter of credit should allow the Seller to replace normal shipping documents with the warehouse receipt

Port of loading: Verbena Port, Verbena

Port of discharge: Esperanza Port, Esperanza

The Buyer shall advise the Seller of the name of the vessel not later

than five (5) days before the agreed delivery date

If the vessel named by the Buyer fails to arrive on or before the

agreed delivery date, then the Seller may at his discretion deliver the

Goods to a bonded warehouse in the port of Verbena, and shall be

deemed to have fulfilled his delivery obligations under this contract

In this event, the Seller must notify the Buyer of the full

circumstances of the delivery to the warehouse With delivery to the

warehouse, all costs, including but not limited to cost of storage and

insurance are to the Buyer’s account

6 Packaging and Shipping Marks:

Fans shall be individually packed in crates or boxes, mostly made of

wood or cardboard, plastics are also used for extra packaging

purposes, to be well protected against dampness, shock, rust or

rough-handling The Seller shall be liable for any damage to or loss

of the Goods attributable to improper or defective packaging

On the surface of each package delivered under this contract shall be

marked: the package number, the measurements of the package,

gross weight, net weight, the lifting position, the letter of credit

number, the words RIGHT SIDE UP, HANDLE WITH CARE,

KEEP DRY

Besides, packaging and safety labeling shall meet Esperazan

standards

7 Insurance: Shall be covered by the Buyer

=> Because Esperanza has strict rules about packaging and safety labeling of electrical products, the Packaging and Shipping Marks Clause must closely specify the Buyer’s special requirements of these things

=> In a FOB Contract, the Buyer may at his discretion charge for insurance

8 Inspection before shipment:

The Buyer may, at his option, inspect the Goods prior to shipment

At least ten (10) days before the actual shipment, the Seller shall

give notice to the Buyer, or to any agent nominated by the Buyer,

that the Goods are available for inspection The Seller shall permit

access to the Goods for purposes of inspection at a reasonable time

agreed by the parties

9 Early, Partial and Late Delivery:

9.1 Early Delivery:

Early delivery is not permitted under this contract

9.2 Partial Delivery:

Partial shipment is not permitted under this contract

9.3 Late Delivery:

In the event of late delivery for reasons other than force majeure as

stated in Clause 16 below, the Seller shall pay as liquidated damages

and not as a penalty the sum of one half percent (0.5%) of the value

of the undelivered part per day of late delivery up to a maximum of

ten percent (10%) of the delivered price of the delayed Goods

Payment of liquidated damages shall be due without the Buyer

having to furnish proof of any loss, damage or injury

Payment of liquidated damages by the Seller shall not preclude the

Buyer from seeking compensatory damages from the Seller for any

loss, injury or damages arising from or in connection with late

Delivery of any Goods In particular, the Buyer shall be entitled to

compensation from the Seller for any indirect or consequential loss

or damage, including but not limited to loss of profit, loss of use or

loss of contract, arising from or in connection with late Delivery of

any Goods

=> This is the very first transaction between two parties so it is

necessary that the Inspection Before Shipment should be included in the Contract so as to ensure that production complies with

specifications of the buyer and/or the terms of a purchase order or letter of credit

=> Early or Partial Delivery may cause inconvenience to the Buyer

Besides, Late Delivery causes hardship to the Buyer Hence, if the Seller fails to deliver in due course, he would have to pay as liquidated damages for his delay

10 Payment:

All payment made by the Buyer to the Seller shall be denominated

and made in US Dollar

The Seller shall be paid by irrevocable, confirmed letter of credit

opened by a first-class bank situated in Esperanza and advised to the

Seller through Chase Bank in Verbena, payable at sight against first

presentation of full set of shipping documents

Payment shall be made upon presentation to bank of the following

documents:

Full set of “Clean on board” Bill of Lading – B/L, in 3 originals and

2 copies, marked “Freight to collect”

Signed Commercial Invoice, 3 originals and 2 copies

Packing List, 3 originals and 2 copies

Certificate of quality, weight and packing issued by the Seller, 3

originals and 2 copies

Certificate of origin in 5 folds

11 Inspection of the Goods:

The Buyer shall inspect the Goods on their arrival at the place of

destination If the Goods fail to conform with the Contract in either

quality or quantity, then the Buyer shall notify the Seller of any

discrepancy without delay

If the Buyer does not notify the Seller of any such discrepancy

within 15 days of the arrival of the Goods, then the Goods shall be

deemed to have been in conformity with the Contract on arrival

=> Because this is the very first transaction between two parties,

using letter of credit is a better choice for both parties than using opening an account for payment

=> This Clause helps in protecting the Buyer’s benefit On the arrival of the Goods, the Buyer has the right to inspect the Goods for patent defects in quantity or quality

12 Defects liability:

The Seller warrants that each Item supplied under this Contract (and

each part thereof) shall at the date of its acceptance:

a Be free from defects in material

b Be free from defects in workmanship

c Be free from defects inherent in design including but not limited

to selection of materials, and be fit for the purpose for which the

Item is normally used

If any defect or deficiency is discovered in the Item or in any part

thereof, then the Seller shall at his own risk and cost and at his

discretion repair or replace such Item or rectify such deficiency

The warranty above is subject to the Buyer having adhered to the

procedures or instructions applicable to the use, storage, installation

or operation of the item and expressly excludes all damage arising

from wear and tear to the Item in normal use

The Defects Liability Period shall be a period of six (6) months

After the end of this period, the Buyer shall have no right to raise

claims of any kind against the Seller for any defect in any Goods of

the Seller’ supply

The Defect Liability Period shall be prolonged by the length of any

period during which the Goods cannot be used by the Buyer because

of a defect However, if new Goods are delivered to replace

defective Goods, the Defect Liability Period shall not begin again on

the replacement Goods

=> The Defects Liability Period shall be a six-month warranty, which will help the Buyer notice defects if any, especially with such technical products like fans

Besides, to avoid Eternal Warranty, this Clause does not allow the Defect Liability Period to start again on the replacement Goods delivered to replace defective ones

13 Taxation:

All income taxes, value added taxes, customs duties, excise charges,

stamp duties, or other fees levied by any Government,

Governmental agency or similar authority shall be borne exclusively

by the party against whom they are levied

14 Assignment of Rights and Delegation of Duties:

The rights under this Contract may not be assigned nor the duties

delegated by either party without the prior written consent of the

other party

15 Force majeure:

Neither party shall be held responsible for any delay or failure in

performance of any part of this agreement to the extent such delay or

failure is caused by fire, flood, explosion, war, embargo,

government requirement, civil or military authority, act of God, or

other similar causes beyond its control and without the fault or

negligence of the delayed or non-performing party The affected

party shall notify the other party in writing within ten (10) days after

the beginning of any such causes that would affect its performance

Notwithstanding, if a party’s performance is delayed for a period

exceeding thirty (30) days from the date the other party receives

notice under this paragraph, the non-affected party will have the

right, without any liability to the other party, to terminate this

agreement

=> This Clause clarifies that each party should pay its own taxes

=> This Clause allows neither Assignment of Rights nor Delegation

of Duties, which may cause problems, without the agreement of the other party

=> It is common for international trade contracts to be made subject

to force majeure or "hardship" clauses that excuse the parties from performance when their failure is due to impediments beyond their control or which were reasonably unforeseeable such as the outbreak

of a war, earthquake or hurricane

16 Termination:

Notice of Termination of this Contract shall be in writing and shall

take effect ten (10) days from the receipt of such notice by the party

notified

In the event of Termination, the duties of the parties shall be as

incurred up to the date of Termination In particular, the Seller shall

receive the full Price of any Goods delivered and accepted by the

Buyer The provisions of this Agreement dealing with defects

liability, arbitration and such other provisions as are necessary in

order to resolve any post-Termination disputes shall survive

Termination

17 Language:

The language of the Contract, of all Contract Documents, and of all

correspondence and other communication between the parties shall

be English

Any translation hereof into any languages shall be deemed solely as

reference materials

In the event any argument arises relating to inconsistency or

difference in the interpretation of this Contract, the English version

shall prevail in all respects

=> This Clause describes what will happen if the Contract is ended

early or defaulted on It is stated that the Seller has the right on termination to be paid for Goods delivered and accepted by the Buyer, which helps to clarify the situation if payment is by letter of credit and if termination makes it impossible to meet the letter of credit’s terms

=> This Language Clause has to establish which version prevails

over the others

18 Notices:

Notices served by one party to the other under the Contract shall be

made, in the first instance by fax A further copy of each notice shall

be sent by registered mail and signed

The effective date of the notice shall be the date of fax transmission

In the event of a dispute about the receipt of a fax, however, the

effective date of the notice shall be the date of receipt the registered

mailing, whichever is earlier

Notices shall be sent to the addresses and fax numbers stated above

Any change in address or fax number shall be the subject of a

required notice under this Contract

19 Arbitration:

Any dispute arising out of or in relation with this Contract not settles

amicably shall be referred to Arbitration in accordance with the

Rules and Practices of the International Chamber of Commerce in

Paris or such other place agreed by both sides Adding agreed

contents:

a the number of arbitrators shall be one

b the place of arbitration shall be discussed and agreed by both

sides

c the governing law of the contract is the substantive law of

Verbena

d the language to be used in the arbitral proceedings shall be in

English

Arbitration decision shall be accepted as final the both parties

The fees for arbitration and/or other charges shall be borne by the

losing party, unless otherwise agreed

=> This Notice Clause states how the parties to the Contract will

communicate with each other in written form This Clause works in conjunction with other provisions of the agreement stating the circumstance when notice is required, such as a notice of changes a purchase agreement or a notice of force majeure, etc

=> Arbitration can be voluntary (the parties agree to do it) or

mandatory (required by law) This clause requires the parties to resolve their disputes through an arbitration process

20 Amendment:

Any amendments or alterations of the terms of this contract must be

mutually agreed previously and made in writing

This Contract was made into 06 (six) copies in English language of

the equal validity Each party will keep 03 (three) copies

The contract takes effect from the date of signing

FOR THE SELLER

Director

(Signed/Sealed)

FOR THE BUYER Director (Signed)

=> This provision states that an amendment should be in writing in

order to ascertain that both parties understand the scope and nature

of any contract changes and to be able to keep track of the status of the contract Besides, it should not be possible to amend a contract inadvertently, binding a party to the informal promises of a junior sales representative, and should therefore be considered (and accepted) only by the persons authorised to act on behalf of the relevant party