Ebook Những nội dung cơ bản của Luật thương mại năm 2005: Phần 2

Luật thương mại năm 2005 đã thừa nhận những hình thức mới của thương nhân nước ngoài khi hoạt động thương mại tại Việt Nam. Ngoài hai hình thức trên, Luật Thương mại năm 2005 đã quy định bổ sung hai loại hình doanh nghiệp thương mại có vốn đầu tư nước ngoài bao gồm: doanh nghiệp liên doanh, doanh nghiệp 100% vốn của nước ngoài. Cuốn sách sau đây trình bày những những nội dung cơ bản của Luật thương mại năm 2005. Sách gồm 2 phần, sau đây là phần 2.

KEYISSUES

IN THE 2005 COMMERCIAL LAW

ỈỶ'

To díssemínate the main contents ofenacted important codes and ỉaws, such as the Civiỉ Code, the Lũw on ỉnvestment, the Law Intellectual Property and the Law on Enterprise to the business community, Vietnamese and for- eign readers, the dudiciaỉ Pubỉishing House, ỉn coordina- tion ivith the Internationaỉ Law Department, the Minỉstry

o f ổustice, publishes some books in hoth Vietnamese and English to introduce the code and ỉaws said above.

ỉt ís our hope that the publications o f the dudỉciaỉ Publishing House will be useful for those domestic and for- eỉgn individuals and organỉzations who are ỉnterested in ỉearning about the Vietnamese laws We aỉso hope that these books will contribute to ensuring transparency o f the Vietnamese legal system • one o f the requỉrements for this country to become a m ember o f the World Trade Organization (WTO).

Partl INTRODUCTION TO THE 2005 COMMERCIAL LAW

,í '-'1^ • • ■ V

Part I Introductìon to the 2005 Commercial Law

I STRUCTURE 0F THE 2005 COMMERCIAL LAW

The 2005 Commercial Law comprises 9 Chapters withị

324 Articỉes (the 1997 Commercial Law comprised 6 Chapters with 264 Articles), of which 96 and 149 Articles

of the 1997 Commercial Law were repealed and amended respectively and 143 articles were supplemented to form the new Law The structure of the new Law is as foliows;

Chapter I: General Provisions

Chapter II: Sale and Purchase of Goods

Chapter III: Supply of Services

Chapter rV: Commercial Promotion

Chapter V: Commercial Intermediary Activities

Chapter VI: Some Other speciĩic Commercial activities

Chapter VII: Commercial Remedies and Commercial Dispute Resolution

Chapter VUI: Handling of Commercial Law Violations

Chapter IX: Implementation Provisions

II KEY ISSUES IN THE 2005 COMMERCIAL ư^w

1 Concept of commercial activities and governing scope of the 2005 Commercial Law

The 2005 Commercial Law avoids muddled defmitions

Key issues in the 2005 Commercial Law

of commercial activities, commercial acts and traders as contained in the 1997 Commercial Law In addition, the

2005 Commercial Law does not list commercial activities

as the 1997 Law did The new Law deĩines commercial activities as actỉưities for the purpose o f generating profits,

including: sale a n d purchase o f goods, supply o f servỉces, inưestment, com m ercial prom otion an d other actỉvities for

the profit purpose. Article 2 of the 200Õ Commercial Law provides that subjects of application of the Law inclưde traders and other organizations and individuals conducting commerce-related activities Therefore, the concept of commerciaì activities in the new Law is broader than that

in the 1997 Law It includes not only commercial activities

of traders but also other activities for profit purposes of organizations and individuals who are not traders but con- ducting commerce-related activities

The widening of the concept of commercial activities in

Article 1 of the 2005 Commercial Law helps widen the

- The 2005 Commercial Law does not cover the m atter

oĩ''legaỉ status o f traders'*. As a result, there is no separate section providing for traders like the 1997 Law In addi- tion, the 2005 Commercial Law also governs activities not for profit purposes conducted by a party in its transactions with traders in cases where the party conducting such not- for-profit activities chooses to apply the Law

- With regard to territorial scope, the 2005 Commercial228

Law provides not only for principles and standards of com- mercial activities conducted in the territory of the Socialist Republic of Vietnam, but also for commercial activities con* ducted outside the territory of the Socialist Republic of Vietnam in cases vvhere the involved parties agree to apply the Law, or where a foreign law or a treaty to which the Socialist Republic of Vietnam is a contracting party stipu- lates the application of the Law Such vvidening of the governing scope reAexes the features of commercial relations, especially those relating to ĩoreign trade conducted by traders of different nationalities in different territories.

2 Concept of traders and subjects of application

Subjects of application of the Commercial Law are defined as traders conducting commercial actívities in the territory o f the Sociaỉist Republíc o f Víetnam (Article 2 of the 2005 Commercial Law), which include both Vietnamese traders and ĩoreign traders conducting commercial activi- ties in the territory of Vietnam The 2005 Commercial Law shall apply to subjects who are not traders in cases vvhere those subjects choose to apply the Law

Clause 1 in Article 6 of the 2005 Commercial Law defines traders as '"lawfully established economic organita- tions and individuaỉs that conduct commerciaỉ actỉvỉtíes in

an independent and reguỉar manner, and have business regỉstrations'\ This derinition clearly confirms the inde* pendence betvveen concept of traders and its legal forms

Part I Introductỉon to the 2005 Commercíal Law

Key issues in the 2005 Commercial Law

Any legal form such as business registerred individuals, limited liability companies, joint stcxĩk companies, private enterprises, partnerships, State companies, co-operatives, shall become traders when conducting commercial activi- ties in the market Business registration by traders shall

be carried out in accordance with legal provisions on busi- ness registration

Poreign traders conducting commerciaỉ actỉuitỉes in the territory o f the Sociaỉỉst Repubỉic ofV ietnam

In the process of International economic integration, the openning of Vietnam’s market for foreign traders to have access to is a natural trend Previously, pursuant to the 1997 Commercial Law and the Law on Poreign Investment in Vietnam, íoreign invested enterprises established in Vietnam were entitled to invest in machines, production lines and conducting business in Vietnam but were not entitled to conducting commercial activities in a regular manner It partly limited the flows

of foreign investment, creating unequality between domes- tic investors and foreign investors; maniíesting unneces- sary protection by the State for domestic enterprises; and somehow distorting competition environment

For the purposes of creating an equal investment envi- ronment and encouraging flows of foreign investment, Section 3 in Chapter I of the 2005 Commercial Law deĩines forms of, and rights to, conducting commercial activities by

230

Part I Introduction to the 2005 Commercial Law

foreign traders in Vietnam It is an important new point creating equal and favorable conditions for foreign traders conducting commercial activities in Vietnam

The 2005 Commercial Law also clearly provides for competence to license foreign traders to conduct commer- cial activities in Vietnam The Planning and Investment Ministry shall be responsible for managing the issuance of licences to foreign traders investing in Vietnam in accor- dance with Vietnamese legal provisions on íoreign invest- ment The Trade Ministry shall be responsible before the Government for managing the issuance of licences to set

up Vietnam-based representative offices of íoreign traders;

or licenses to set up branches, joint-venture enterprises or enterprises with 100% foreign Capital in Vietnam in cases vvhere such traders are specialized in conducting activities

of goods purchase and sale or other activities directly related

to goods purchase and sale Hovvever, vvhere a specialized law contains specific provisions on the competence of ministries or ministerial-level agencies, which are respon- sible before the Government for managing the issuance of licences to foreign traders for conducting commercial activities in Vietnam (for example, the Law on Insurance Business, and the Law on Credit Organizations and so on), the provisions of such specialized law shall apply This pro- vision on competence to license foreign traders is in accor- dance with the current legal system of Vietnam

Key issues in the 2005 Commercial Law

3 Sale and purchase of goods

Pursuant to the 2005 Commercial Law, goods include aỉl types o f movables, including those to be formed in the future and things attached to ỉand. This concept of goods has been widened in comparison to that in the 1997 Commercial Law This provision is also consistent with the

2005 Civil Code which considers properties to be formed in the íuture as one type of goods

3.1 GeneraỊ provỉsions on sale and purchase otgoods

The 2005 Commercial Law provides for domestic sale and purchase of goods and international sale and purchase

be subject to the application of one or all of urgent measures

as compulsory withdrawal from circulation, ban from circulation, suspension from circulation, conditional circu- lation, or compulsory circulation permission in cases where

232

such goods constitute sources or transmitters of various epidemics and diseases; or in cases where an emergency circumstance occurs These provisions are for the State management over the market to ensure that the right to írecdom of conducting business bv traders does not harm

legitimate interests of consumers and the public order

With regard to internatíonal sale and purchase o f goods,

the 2005 Commercial Law reaffirms the right to export and/or import any type of goods by traders, except for goods

subject to prohibition to export and/or import On the basis

of socio-economic conditions in each period, the Government

shall speciíy the lists of goods banned from import and/or

export With regard to goods to be imported or exported

under licences of competent State management agencies,

procedures for granting such licences must be in a transparent

manner in accordance with the WTO Agreement on Import

Licensing Procedures In the 200Õ Commercial Law, many

new pro\àsions have been supplemented in comparison with

the 1997 Commercial Law as follows:

- The 1997 Commercial Law provided for contracts for sale and purchase of goods signed with ĩoreign traders and

identified such type of contracts by nationalities of those

traders The 2005 Commercial Law does not use the con-

cept of contracts for sale and purchase of goods with ĩoreign

traders but provides for International sale and purchase of

goods (Article 27) and theroby widenning the scope of such

contracts;

Part I Introduction to the 2005 Commercial Law

Key íssues in the 2005 Commercỉal Law

- The 2005 Cotnmercial Law newly provides for appli- cation of urgent measures to activities of International sale and purchase of goods (Article 31)

In addition, the 2005 Commercial Law also supple- ments nevv provisions on import and/or export activities such as labelling of goods and rules of origin of goods, serving

as legal bases for the Government guiding such provisions

in detail for the effective implementation in practice

3.2 Rights and obỉigations of parties to a contract for sale and purchase of goods

The 2005 Commercial Law provides for rights and obligations of parties to a contract for sale and purchase of goods in detail on the basis of inheriting provisions on sale and purchase of goods in the 1997 Commercial Law, making reĩerence to the 1980 Vienna Convention of International Sales of Goods and international practices of sale and purchase of goods It helps make the Law s provi- sions on sale and purchase of goods most suitable to Vietnam’s practical conditions as follows:

With regard to oblỉgations o f sellers, the Law supple- ments some provisions on delivery of goods in cases where there is no agreement or an unclear agreement on place of delivery (Article 35), time limit for delivery (Article 37), obligation of the seller in cases where goods are subject to measures of security for performance of civil obligations

234

Part I Introduction tỡ the 2005 Commercial Law

(Article 48), obligation to assure intellectual property rights over goods (Article 46), and requirement of notifica- tion (Article 47)

With regard to pass ofrisks and pass ofownershỉp, the Law supplements provisions on pass of risks such as: pass

of risks in cases where there is a Tixed place of delivery of goods (Article 57); pass of risks in cases where there is no fixed place of delivery of goods (Article 58); pass of risks in cases where goods are handed over to a bailee that is not a carrier (Article 59); pass of risks in case of sale and pur- chase of goods in transportation (Article 60); and pass of risks in other cases (Article 61)

With regard to obỉỉgations o f buyers, the Law amends and supplements provisions on place of payment (Article 54); time limit for payment in cases where there is no agreement betvveen parties (Article 55); obligation to receive goods (Article 56); and performance of other suit-

able obligations by the buyer to ensure legitimate interests

of the seller It is an important change based on the prin- ciple of ''ỉogicalitỷ'- the basic principle to identiíy obliga- tions of parties to a commercial transaction The practice

of commercial activities shows that parties to a contract do not alvvays agree in detail on time limit for delivery, place

of delivery, price, time limit for payment, place of payment

All these issues were mandatory to be contained in a con- tract as provided for in the 1997 Commercial Law In cases

Key ỉssues in the 2005 Commercial Law

where parties to a contract have had no agreement or had

an unclear agreement on time limit for delivery of goods, the law should provide for such cases in a manner that creates íavorable conditions for parties to perform the con- tract Provisions on pass of risks from the seller to the buyer in each speciĩic case of delivery of goods in the 2005 Commercial Law are consistent vvith the principles in the

1980 Vienna Convention of International Sales of Goods

4 The Goods Exchange, and sale and purchase of goods through the Goods Exchange

The Goods Exchange is not an organization that is to buy and/or sell goods itself but is a place for buyers, sellers,

brokers or go-betweens to have chance to meet, to make buy-

ing or selling orders for goods, to form transactions among themselves Through the Goods Exchange, buyers and sellers have more favorable conditions in meeting, exchanging,

bargaining or forming transactions Transactions through the Goods Exchange are basically forward ones It means in these transactions, time of delivery of goods is a point of time in the future, not the point of time of transaction,

Through forward transactions, buyers and sellers are able

to carry out measures of security in terms of price, decreasing risks of price íluctuation in the market

The National Assembly decided that the Commercial

Law only provides for basic principles of the Goods

236

Part I Introduction to the 2005 Commercial Law

Exchange and sale and purchase of goods through the Goods Exchange In the 200Õ Commercial Law, the Goods íixchange and sale and purchase of goods through the Goods Exchange are provided for in Section 3 of Chapter II (Articles 63-73)

These provisions focus on regulating tvvo major issues, namely (i) organization and performance of the Goods Exchange and (ii) transactions of gcx)ds through the Goods Exchange

With regard to the Goods Exchange, the 2005 Commercial Law provides that the Goods Exchange has the íunctions of providing the material - technical condi* tions necessary for transactions of purchasing or selling goods; running trading operations; and listing specific prices formed at the Goods Exchange at each specific time The conditions for the establishment of the Goods Exchange, the povvers and tasks of the Goods Exchange, and the approval of the operation charter of the Goods Exchange shall be provided for by the Government Goods traded at the Goods Exchange shall be those promulgated

by the Trade Minister Staff members of the Goods Exchange shall not be allovved to conduct brokerage for or purchase or sale of goods through the Goods Exchange.The 2005 Commercial Law preliminarily provides for traders who act as brokers at the Goods Exchange Brokers for purchase and sale of goods through the Goods

Key íssues in the 2005 Commercial Law

Exchange shall be aỉloNved to conduct only activities of bro- kerage for purchase and sale of goods through the Goods Exchange and must not be a party to a contract for pur- chase and sale of goods through the Goods Exchange

'With regard to sale and purchase o f goods through the Goods Exchange, pursuant to Article 63 of the 2005 Commercial Law, it means commercial activities vvhereby the parties agree to purchase and sell a defined quantity of goods of a defmed type through the Goods Exchange under the standards of the Goods Exchange, at a price agreed upon at the time the contract is entered into, and with the time of goods delivery determined to be a specific point of time in the future

The sale and purchase of goods through the Goods Exchange shall be perỉormed under the form of contract for sale and purchase of goods Contracts for sale and pur- chase of goods through the Goods Exchange include for- vvard contracts and option contracts Option contracts include call option contracts and put option contracts

Article 65 and Articie 66 of the 2005 Commercial Law provide for in detail rights and obligations of parties to a forwaj:d contract; and rights and obligations of parties to

an option contract

In order to ensure the stable períormance of the Goods Exchange, and to prevent activities distorting the market, the 2005 Commercial Law provides that parties involved238

Part I Introductỉon to the 2005 Commercial Law

in the purchase and sale of goods through the Goods Exchange must not commit fraudulences or deceits about volumes of goods in forward or option contracts, which are transacted or may be transacted, and íraudulences and deceits about real prices of goods in forward or option con- tracts; not supplying false information on transactions, the market or prices of goods purchased or sold through the Gcx)ds Exchange; and not applying illegal measures to cause disorder of the goods market at the Goods Exchange

In addition, the 2005 Commercial Law allovvs the Trade Minister to interfere in the Goods Exchange in emergency cases where the disorder of the goods market occurs, making transactions through the Goods Exchange unable to accurately reílect the goods supply and demand relation

In such cases, the Trade Minister shall be entitled to apply one of the measures such as temporarily suspending transactions through the Goods Exchange; limiting transactions within a price bracket or a specific quantity

of goods; changing the schedule of transactions; or adjusting the operation charter of the Goods Exchange

In order to create legal bases for Vietnamese traders to have a better access to import and export markets, the Law also provides that: **Vietnames€ traders are entitled to conduct purchase and sale ofgoods through overseas Goods Exchanges'\ Conditions and modalities to participate in such Goods Exchanges shall be provided for by the Government

Key ỉssues ỉn the 2005 Commercial Law

5 Supply of services

Together with the vvidening of concept of commercial activities to cover any activity to generate profit, including supply of services, the 2005 Commercial Law embodies a separate section on supply of services in Chapter III It is

a new Chapter supplemented to the 2005 Commercial Law in order to create legal framework for trade in services This Chapter is divided into two sections, namely

"'General provisỉon o f activities o f supply o f servỉces'' and

"'Rights and obligations o f parties to a contract for supply ofservices\

Like provisions on trade in goods, the 2005 Commercial Law only provides for general issues relating

to activities of supply of services

The 2005 Commercial Law cannot provide in detail for all types of services but only for a legal framework on trade

in services All services must comply with legal provisions

of relevant specialized laws first

Framework provisions on rights and obligations of parties to a contract for supply of services have been sup- plemented These provisions shall become legal framework for all types of contracts for supply of services in commer- cial activities It helps create uniformity in Vietnam s legal system and cover all types of services contracts that vvere not provided for before

240

to customers, services of packaging, marking, delivery of goods, or other services related to goods according to agree- ments with customers in order to enjoy Service charges.Thereíore, logistics services are not a single S e r v ic e

but include a series of services for delivery and reception

of goods (therefore, ^Hogístics'' are always in plural form) Logistics services are the very combination of services for delivery, reception, transportation, warehousing, yard storage of cargoes Such services make use of inĩormatics technology in the process of circulating goods from pro- ducers to consumers through transportation, warehousing and distribution of goods In the process of goods transportation, there are also flows of information of logistics services Today, many goods delivery and recep- tion companies and goods delivery and reception associa- tions have changed their names to logistics services providers and associations of logistics services providers

to reflex this practice

Part I Introduction to the 2005 Commercíal Law

Key issues in the 2005 Commercial Law

In essence, logistics services are provided for in the

2005 Commercial Law in order to broaden the coverage for services of delivery and reception of goods in the old Law, making it consistent with the practice of international trade Basically, the structure of provisions on logistics services in the 2005 Commercial Law is similar to that in the 1997 Commercial Law Some noticeable changes in

content are as follows:

0

Eirstly, changing the title of the section to “Logistics services” in order to broaden concept of goods delivery and reception to concept of ''logistics' which is wellknown in

international trade Goods delivery and reception Service

is only one type of logistics services

Secondỉy, supplementing provisions on obligations of traders who implement their right to vvithhold goods while providing logistics services in order to ensure consumers’ ligitimate rights and interests

7 Transit of goods through the Vietnamese terrítory and goods transit services

Pursuant to provisions of the 2005 Commercial Law, transit of goods means the transportation of goods owned by foreign organizations or individuals through the Vietnamese territory, including transshipment, portage, warehousing, shipment separation or alteration of modes of transportation

or other jobs performed in the course of transit

242

Therefore, transit of goods is in essence different from import and export activities of goods to circulate in the Vietnamese market Goods that are in transit through the territory of Vietnam shall not be in circulation in the Vietnamese market Goods in transit shall enjoy a different legal framework in comparison with imported goods for circulation in the market.

Article 242 of the 2005 Commercial Law clearly pro- vides for the right to freedom o f ịransit o f goods of íoreign organizations and individuals when participating in inter- national trade activities

IHowever, paying transit remunerations by using tran- sit goods or illegally consuming goods in transit or means

of transport carrying goods in transit are prohibited by the Law (Articie 248) Goods in transit shall be permitted for consumption in Vietnam only when it is so approved in

\vriting by the Trade Minister The consumption of transit goods in Vietnam must comply with the provisions of Vietnamese law on import of goods, taxes, charges, fees and other rinanciál obligations (Article 247)

The 2005 Commercial Law provides that the maxi- mum duration of goods transit through the Vietnamese territory shall be thirty days from the date of completion of cústoms procedures at import border-gates, except vvhere goods are warehoused in Vietnam or damaged or lost in the course of transit

Part I Introduction to the 2005 Commercial Law

Key issues in the 2005 Commercial Law

Pursuant to the 2005 Commercial Law, foreign organi* zations or individuals that wish to transit their goods through the Vietnamese territory must hire Vietnamese traders providing transit services to do so, except for cases

where International treaties to vvhich the Socialist Republic

of Vietnam is a contracting party provide otherwise

Transit Service contracts must be made in writing or

in other forms of equivalent legal validity Rights and obli- gations of parties to a transit Service contract shall by agreed upon by the parties and provided for in detail in Article 252 and Article 253 of the 2005 Commercial Law

8 Lease of goods

Provisions on lease of goods are newly supplemented into the 2005 Commercial Law The practice of commercial activities currently shows that lease of goods is a common phenomenon but were not provided for by law The Civil Code embodies only general provisions on contracts for lease of property and is not adequate to regulate activities

of lease of goods in the market It is due to a principle in the Civil Code that the Code only regulates general mat- ters on contracts and speciĩic types of contract shall be pro-

Therefore, the 2005 Commercial Law supplements 15 provisions on lease of goods These provisions are relative-

ly similar to those in the ưniíorm Commercial Code of the

244

ưs and the Contract Law of China vvhich are considered as norms in commercial activities.

9 Commercial íranchise

The 2005 Commercial Law provides for commercial ĩranchise, serving as legal basis for activities of commer- cial franchise, encouraging such activities to develop and ensuring legitimate rights and interests of involved par- ties Poreign traders are entitled to conduct activities of commercial íranchise provided that there are provisions for that in international treaties to which Vietnam is a party and such activities are allowed by the Trade Minister (Clause 1 of Article 291)

Provisions on commercial franchise include rights and obligations of parties to a commercial ĩranchise contract (ửanchisors and ĩranchisees) (Articles 286 to 289); forms

of commercial franchise contracts (Article 285); sub-fran- chise to a third party (Article 290) and State management over commercial franchise (Article 291) The 2005 Commercial Law does not provide for conditions for a trader to become a franchisor or become a ừanchisee; not provide for responsibilities to pay damages to a third party who consumes goods or services subject to commer- cial franchise contracts Thereíore, these provisions should be more detailed to meet requirements emerged from the practice

Part i Introduction to the 2005 Commercìal Law

Key issues in the 2005 Commercial Law

10 Commercial remedies and commercial dispute resolution

10.1 Commercial remedies

The 1997 Commercial Law provided for only 4 reme- dies, namely specific performance of contracts; fines for breaches; forcible payment for damages; and cancellation

of contracts The 2005 Commercial Law supplements two new remedies, namely suspension of períornnance of con- tracts and stoppage of performance of contracts More importantly, the 2005 Commercial Law recognÌ2es other remedies agreed upon by involved parties which are not contrary to the fundamental principles of Vietnamese law, treaties to vvhich the Socialist Republic of Vietnam is a contracting party and International commercial practices

Relations among remedies are also clearly identiíied to create favorable conditions for application For example, the

2005 Commercial Law amends provision on relation between fines for breaches and ĩorcible payment for damages at Article 307 (Article 234 of the 1997 Commercial Law)

In addition, the 2005 Commercial Law also supple- ments the following provisions:

- Cases of exemption from liability for breaching acts (Article 294 and Article 295 of the 2005 Commercial Law);

- Cancellation of contracts (Article 312 of the 2005 Commercial Law) These provisions are more detailed with

246

Part I Introduction to the 2005 Commercial Law

the iistinction betvveen cases of cancellation of part of con* tracts and cases of cancellation of the entire contracts

1Ồ.2 Commerciat dispute resoiution

Basically, the 2005 Commercial Law maintains provi- siors on commercial dispute resolution of the 1997 Commercial Law with some amendments for its suitabili-

ty vith the practice

Partll THE 2005 COMMERCIAL u w

A rtic le 2 Subjects of application 280

A rtic le 3 Interpretation of terms 280

Article 4 Application of the Commercial Law and

Article 5 Application of treaties, íoreign laws and

international commercial practices 284

A rticle 7 Obligation of Iraders lo register business 285

A rtic le 8 Agencies in charge of State

manage-ment over commercial activities 285

A rtic le 9 Commercial associations 286

PUNDAMENTAL PRINCIPLES

A rticle 10 Principle of traders' equality beíore the

Law in commercial activities 286

A rtic le 11 Princlple of íreedom and freewilt to

agreement in commercial activities 286

A rtic le 12 Principle of application of customs in

commercial activities pre-established

A rticle 15 Principle of recognition of legal validity of

dâta messages in commercial activities 288

Section 3

POREIGN TRADERS CONDUCTING

COMMERCIAL ACTIVITIES IN VIETNAM 288

A rticle 16 Poreign traders conducting commercial

A rtic le 17 Rights of representative oíTices 289

A rtlc le 18 Obligations of representative offices 289

Section 2

252

Article 19 Rights of branches 290

A rtic le 20 Obligatíons of branches 291

Article 21 Rights and obligations of íoreign-invested

A rticle 22 Competence to license íoreign traders to

conduct commercial activities in Vietnam 292

A rtic le 23 Termination of operations in Vietnam of

OF PURCHASE AND SALE OF GOODS 294

A rtic le 24 Form of contracts for purchase and

Artícle 25 Goods banned from business goods

subject to business restrictions and goods subject to conditional business 294

Article 26 Application of urgent measures with

respect to domestically circulated goods 295

A rticle 27 International purchase and sale of goods 295

A rtic le 28 Exporl and imporí of goods 296

A rticle 29 Temporary import for re-export and

temporary export for re-im port of goods 296

A rticle 30 Transfer of goods through border-gates 297

A rtic le 31 A pplication of urgent m easures to

activities of international purchase and

A rtic le 32 Labels for domestically circulated and

exported and imported, goods 298

Artìcle 33 Certrĩicates of origin of goods and rules

Article 35 Place of delivery of goods 300

A rtic le 36 Responsibilities upon delivery of goods

where carriers are involved 301 Article 37 Time limit for delivery of goods 301

A rtic le 38 Delivery of goođs before the agreeđ time 302

A rtic le 39 Goods vvhich are not appropriate to

254

A rtic le 40 Liability for goods whích are not

A rtic le 41 Remedies in case of delivery of goods

in insufficient quantity or delivery of goods not appropriate to contracts 303

A rtic le 42 Delivery of goods-related docum ents 304

A rtic le 43 Delivery of goods in excessive quantity 305

A rtic le 44 Pre-delivery examination o f goods 305

A rtic le 45 O bligation to assure the ovvnership

A rtic le 46 Obligation to assure íntellectual property

A rtíc le 47 Notiĩication requirements 307

A rtic le 48 Obligation of the seller in cases where

goods are subject to m easures o f secu- rity for pertormance of civil obligations 308

A rtic le 49 Obligation to provide vvarranty for goods 308

A rtic le 51, Suspension of payment for goods 309

A rtỉc le 52 Determination of prices 310

A rtic le 53 Pricỉng by vveight 310

A rticle 55 T»me limit for payment 310

A rtic le 57 Pass of risks in cases vvhere there ís a

ĩixed place of delivery o f goods 311

A rtic le 58 Pass o f risks ỉn cases vvhere there ỉs no

fixed place of delivery o f goods 311 Article 59 Pass of risks in cases where goods are

handed over to a bailee that is not a canier 312

A rtic le 60 Pass of risks in case of purchase and

sale of goods in transportation 312

A rtic le 61 Pass ơf risks in other cases 312

A rtic le 62 Time o f transíerhng ownership of goods 313

Sectỉon 3

PURCHASE AND SALE 0 F GOODS

A rtic le 63 Purchase and sale of goods though the

A rtic le 64 Conỉracts for purchase and sale of

goods through the Goods Exchange 314 Article 65 Rights and oblìgations of parties to forward

Article 66 Rights and obligations o f parties to

256

A rtic le 67 The Goods Exchange 316

A rtic le 68 Goods traded at the Goods Exchange 317

A rtic le 69 Brokers for purchase and sale of goods

through the Goods Exchange 317

A rtíc le 70 Prohibited acts of brokers for purchase

and sale of goods through the Goods

A rtic le 71 Prohibited acts in activities of purchase

and sale of goods through the Goods

A rticle 72 Application of management m easures

Article 73 Right to conduct the purchase and sale of

goods through overseas Goods Exchanges 319

C h a p ter III

PRO V ISIO N OF S E R V IC E S 320

Section 1

G EN ER AL PROVISIONS ON

ACTỈVITỈES 0F PROVISION 0F SERVICES 320

A rtic le 74 Forms of Service contracts 320

A rtic le 75 Rights of traders to provide and use

Artícle 76 Services banned from business services

subject to business restrictions and services subject to conditional business 322

A rtic le 77 A pplication of urgent m easures to

activities of providing or using services 322

Section 2

RIGHTS AND OBLIGATIONS 0 F

PARTIES TO SERVICE CONTRACTS 323

A rtic le 78 Obligations of the Service providers 323

A rtic le 79 Obligations of the Service providers

according to períormance result 323

A rtic le 80 Oblỉgatỉons of the Service providers to

A rtỉc le 81 Cooperation among Service providers 324

A rtỉc le 82 Time limit for completion of services 325

A rtic le 83 Customers’ requests for changes during

A rtic le 84 Contínued provision of servỉces after

the expiraỉion of the time limit for com- pleting the provision of services 325

A rtỉc le 85 Obligations of customers 326

A rtíc le 86 Service charge rate 326

A rtic le 87 Time limit for payment 327

258

C h a p ter IV

Section 1

A rtic le 89 Provision of sale promotion Service 328

A rticle 91 Rights of traders to conduct sale promotlon 328

A rtic le 92 Forms of sale promotion 328

A rtic le 93 Sale promotion goods and services 330

A rtic le 94 Goods and services used for sale

pro-motion, sale promotion discount rates 330

A r tic ỉe 95 Rights o f traders conducting sale

A rtic le 96 Obligations of traders cx)nducting sale

A rtỉc le 97 Inĩormation that must be publícly notỉtìed 332

Article 98 Modes of notiíication 334

A rtic le 99 Keeping conĩidential Iníorm ation on

sale promotion programs and details 334

A rticle 100 Prohibited acts in sale promotion activitỉes 335

A rtic le 101 Registration for sale promotion activi-

ties with, and notiíication of sale pro- motion results to, the State manage- ment agency in charge of commerce 336

Section 2

A rtic le 102 Commercial advertỉsing 336

A rtic le 103 Right to commercial advertising 337

A rtic le 104 Provision of commercial advertising

A rtic le 105 Commercial advertising Products 337

A rtic le 106 Means of commercial adverlising 338

A rticle 107 Use of means of commercial advertising 338

A rtic le 108 Protection of intellectual property

rights over com m ercial advertising

A rtic le 109 Prohibited commercial advertisements 339

Article 110 Commercial advertising Service contracts 340

A rtic le 111 Rịghts of commercial advertising hirers 341

A rtic ie 112 Obligations of commercial advertising

260