1. Sample international trade contract:

COMMERCIAL CONTRACT OF BUYING AND SELLING

Number:…..

Day:…..

This contract is made and signed on date…… month….. year between:

Company…

Represented by…….. Position….

Headquarters…..

Account number….

At the bank………

Tax code……

Hereinafter referred to as BUYER

Company……

Represented by…….. Position…..

Headquarters…..

Account number…..

At the bank……

Tax code………….

Hereinafter referred to as the SELLER

Because the SELLER is within the scope of responsibility to provide….. and related services.

Because the BUYER wants to buy and the Seller wants to sell the Supplies and Services and both parties want to define the ways and conditions of sale of the Supplies and Services.

Therefore, the two parties, by mutual consent, agree to the following terms:

Clause 1: Definitions

In this contract, the following concepts will be defined as follows, unless otherwise stated:

“Related Documentation” means operating manuals and other printed materials listed in the specifications including user manuals, programming manuals, modification manuals, drawings, diagrams and software schedules intended to assist or supplement the understanding or application of the software.

“Contract Value” is the total value the Buyer must pay to the Seller to complete its contractual obligations in full and completely, but does not include interest arising from late payment (if any). and any form of fine.

“Price List” is the price summary and detailed price list for “Supplies” under the contract and is defined below.

“Supplies” includes equipment, goods, supplies or accessories or components provided by the Seller to the Buyer or the Buyer's authorized person under the contract.

“Supply Price” is the total value of “Supplies” stated in the contract but does not include interest arising from late payment (if any) and any penalties or complaints.

“Last Major Shipment” means that 100% of the major equipment has been delivered.

Clause 2: Scope of contract

– Responsibilities of the Seller

The Seller will provide and deliver materials and equipment including:….. as listed in

List of materials for this Contract (Appendix….) CIF…….. port according to INCOTERMS 2000.

– Product name:

- Producer

- Supplier

– Quantity and manufacturing number of goods

- Quality

– Origin

- Pack

- Price

- Code

– Responsibilities of the Buyer

Clause 3: Contract value

Total contract value is:……… CIF Hai Phong (In words……. ), in which:

Value of equipment (materials):

Service prices:

The total value of the contract is applied to the types and quantities of materials/equipment and services listed in the Price summary in the appendix... and the list of supplies in the Appendix.

1……

2……

Article 4: Delivery conditions

- Loading port:

– Destination port:

- Delivery time: …. days from the date the seller receives the L/C

– Partial delivery: Allowed

– Transshipment: Not allowed

– Notice before delivery: Within (days) before the ship's expected departure date from the loading port, the Seller must notify the buyer by Fax with the following content: Contract number, L/C number, goods name , quantity of goods, value of goods, expected time of ship leaving port.

– Delivery notice: Within ( ) working days from the time the ship leaves the port (understood as the date of issuance of the bill of lading), the Seller must notify the Buyer by Fax with the following content: Contract number, number L/C, goods name, quantity, number of packages, weight and size of each package. Total weight, invoice value, Ship name, engine and ship nationality, bill of lading number, estimated time of arrival at destination.

Article 5: Payment method

Specific payment methods are as follows:

– Deposit payment

The entire contract value is paid by an immediate, irrevocable letter of credit to the seller...

L/C includes the total value of the contract opened within 7 days from the date the Buyer receives the Contract Performance Guarantee specified in this contract. L/C with maximum validity and expiration is …. days from the date of issue.

L/C notified via bank

Present documents within 21 days at the latest from the date of signing the bill of lading.

– All payments will be made upon presentation of the following documents:

3/3 original bill of lading perfect, lined up, opened and recorded according to Bank order

clearly "freight prepaid",

Commercial invoice: 3 originals Packaging slip: 3 originals

Certificate of quality and quantity issued by the Manufacturer: 3 originals Certificate of origin issued by the Chamber of Commerce and Industry (manufacturing country) Certificate of insurance (all risks) in …. Contract value as prescribed in article …. of this contract.

– Accept a set of documents with no payment value including a copy of the charter contract sent via DHL to the Buyer no later than 7 days from the date of signing the bill of lading to the address (buyer's address). All costs incurred due to incorrect, incomplete or late delivery of documents by the Seller shall be borne by the Seller.

Article 6: Chartering a ship

The seller commits to sign a charter contract with reputable ship owners in the market, for ships that meet international seafaring standards, and the age of the ship is not more than... In the charter contract, it is clearly stated that the freight has been paid in advance, and the ship owner (carrier) bears all responsibility for the goods from the time the goods are loaded over the ship's rail.

Clause 7: Insurance

The goods must be insured by an insurance company legally established and capable of insuring all risks to the goods.

Risks covered: All risks of material loss or damage caused by external factors and including risks of violent war, riots and civil rebellion (for countries at risk In the event of war, riots, or high riots, these types of insurance are required.)

Insurance period: (agreed by both parties) but includes transshipment (if any)

The insurance conditions will be subject to:

Insurance beneficiary: (specify buyer's name); When the risk occurs, the claim is paid at ….(usually the buyer's country).

Article 8: Inspection of goods

8.1 The seller must inspect the goods before delivery (1st inspection). All costs are borne by the Seller,

8.2 Second inspection due to ...., inspection costs are borne by the buyer.

8.3 The difference between the first test result and the second test result is the second test result that is decisive. In case there is a difference in quantity or quality (spare parts details), the Buyer has the right to demand from the seller:

+ Immediately send goods with the quality as committed in this contract within... working days after receiving the complaint.

+ Replace parts or all of the goods that are not guaranteed with new parts or goods that ensure quality in accordance with the provisions of the contract. Related costs are borne by the seller.

The seller must resolve the buyer's complaint within ... days of receiving the complaint.

The buyer has the right to refuse to accept the goods if it considers that there are differences mentioned in Article 8.3 of the goods that cannot be overcome.

Clause 9: Warranty

– Warranty period for Supplied Goods is one month from the date of signing the bill of lading or... operating hours, whichever comes first.

– The Seller warrants that materials/equipment provided under this contract are new, error-free and in accordance with technical specifications.

– During the warranty period, the Seller will repair, replace, free of charge, any deficiencies or damage to the Work that are due to the Buyer's negligence or due to natural wear and tear. cause.

– During the warranty period, the Buyer must notify the Seller of any damages in writing. The seller, immediately after receiving this sale information, must repair or replace damaged parts with new equipment. Estimates of repair or replacement time must be communicated to the Purchaser. All costs related to repair and replacement of the device will be borne by the seller.

– The Seller warrants that all repairs and replacements under warranty are also warranted for the duration of the original warranty period of the original defective device or days from the date of replacement or repair, whichever Whichever day comes later.

– The Seller will not be responsible for any damage due to the Buyer's error or improper operation.

– The Seller may at any time subject the equipment to technical modifications if necessary due to changes in technology and/or the availability of components provided that the modified equipment is functional. equivalent or better performance than the equipment specified in the contract and compatible with it. In these cases, the Seller will promptly notify the Buyer of such changes in advance.

Article 10: Contract performance guarantee

– Within 15 days after signing the contract, the Seller must open a contract performance guarantee with a value of 10% of the total contract value (ie……) stated in clause 3.

– Contract performance guarantee valid until 30 days after the end of the warranty period will be paid to the seller after expiration.

– The guarantee will be issued by a Bank acceptable to the buyer by means of an irrevocable and unconditional guarantee in a form acceptable to the buyer.

All costs incurred when opening the guarantee are borne by the Seller and the Seller must indemnify and indemnify the Buyer against these costs.

Article 11: Termination of contract

– Neither the Seller nor the Buyer is allowed to terminate or delay the performance of all or any part of the contract without the prior written consent of the other party, provided that the party requesting termination The contract must give the other party a reasonable period of time to overcome difficulties leading to non-performance of the contract. If after that time limit, the violating party still cannot fulfill its obligations, the party requesting to terminate the contract will notify the contract termination in writing.

– In case of fault of the Seller, the Buyer has the right to claim compensation for damages but not exceeding the contract performance guarantee specified in clause 10. The Buyer will return products that do not meet the requirements. technical specifications as agreed and agreed in Appendix ... (List of materials) to the Seller without having to compensate the Seller for the costs incurred by the Seller when providing these products. The Seller will have to refund to the Buyer all amounts paid for the above mentioned damaged product on the date of termination of the contract. The seller will be responsible for paying shipping costs and other costs related to returning the product. No other claims or damages payments are included.

– In case of the Buyer's fault, the two parties will agree and confirm the work that the Seller has performed up to the date of contract termination. The Buyer will have to pay the Seller the value of the above completed work.

– In case a party becomes insolvent, must transfer all rights to creditors, must accept or allow receivers of assets or business activities, must follow the procedures of the Bankruptcy Law domestic or foreign in voluntary or mandatory form. The defaulting party must immediately notify the other party in writing and both parties will attempt to find the most appropriate solution to the situation.

– Neither party will be at fault if failure to complete contractual tasks occurs due to force majeure. If a force majeure event lasts more than …… months, the two parties will meet and try to find a mutually appropriate solution for this case.

Article 12: Liability/Delay delivery penalty

If any amount is determined to be payable to the Buyer as a liability or late delivery penalty, this amount will be paid separately, not combined with other payments to the Seller. under this contract.

The Seller's liability in respect of any act or omission, in connection with products sold, services performed or provided, whether directly or indirectly under this contract, whether means stipulated in a contract or warranty that, due to fault or failure to perform the necessary purpose of the fault (including negligence or absolute liability)_, compensation or compensation do not exceed the total contract value (or ……. USD in case the contract value is more than … USD) for all responsibilities within the entire terms of the contract.

In case the delivery of equipment/materials and performance of Services (based on the date of the Acceptance Record) is delayed for any reason under the Seller's responsibility, the Buyer may claim for payment. Calculate damages from 0.5% per week to a maximum of 5% calculated on the value of equipment/materials delivered late or work delayed.

Except as specifically mentioned, neither party shall be liable for indirect, incidental, special or consequential damages including, but not limited to, damages. on profits or revenue, investment losses, company reputation or capital costs.

Article 13: Force majeure cases

– In any case beyond the control of each party, affecting each party's obligation to perform all or part of the contract, the prescribed time for performing this obligation will be extended by the period of time caused by the force majeure event. Events (hereinafter referred to as “Force Majeure”) include but are not limited to:

– Natural disasters include: Storms, earthquakes, floods or any other form caused by nature whose power and destruction cannot be predicted or resisted.

– War (declared or undeclared), hostilities, invasion, activity of external enemies, threats or preparations for war, riots, insurrections, public disturbances, rebellions, revolutions , civil war, strikes, sabotage by workers.

– Notwithstanding the foregoing, no party shall be excused from its responsibility to pay amounts due for its obligations due to any reason of Force Majeure.

– In case of force majeure, the parties will notify each other of the events of this case, and the possible consequences for the performance of this contract within 20 days from the occurrence of the event. try. Delivery time in this case will be extended by agreement of both parties.

– If situations caused by force majeure last more than 6 months, the terms and conditions of the contract will be reviewed reasonably and mutually agreed upon by both parties.

Article 14: Modification of contract

Any amendment or supplement to the contract will only be valid if authorized representatives of both parties sign the amendment or supplement document. This amended and supplemented document will be an integral part of the contract. English and Vietnamese will be used in all transactions and communications between the two parties.

Article 15: Economic arbitration

– Any differences or disputes arising from this contract or written agreements related to contract enforcement will be resolved by conciliation efforts between the parties.

– Any dispute or difference related to the contract that cannot be resolved on the basis of conciliation will be resolved at the International Arbitration Center in Vietnam (referred to as law) with three additional arbitrators. responsibilities according to the provisions of the Law.

– The Arbitration venue at Vietnam's International Arbitration Center is located at the Vietnam Chamber of Commerce and Industry. Vietnam's procedural law will apply in cases where the Arbitration Law does not mention it.

– All disputes will be resolved according to the terms of the contract and other agreements related to contract performance, otherwise Vietnamese laws will apply without reference to other laws.

– The arbitrator's decision will be recorded in writing, is final and will bind the responsibilities of both parties.

– Arbitration costs and/or other costs will be borne by the party collect payment lawsuit.

– Vietnamese is the language used in arbitration

Article 16: Law governing the contract

The law governing the contract shall be the law of the Socialist Republic of Vietnam

Article 17: Non-transferable

The Seller is not allowed to transfer part or all of the contract directly or indirectly without the prior written consent of the Buyer. In case of agreement of both parties, each point, or multiple points, of the contract will be legally transferred, the remaining part remaining unchanged.

Clause 18: Language and measuring system

18.1 All transactions and communications between the two parties including notices, requests, agreements, offers or proposals will be made in English or Vietnamese. All drawings, technical descriptions, reports or other documents will be prepared in English. The contract is made in both English and Vietnamese and has the same legal value. If there is a difference between English and Vietnamese, the Vietnamese version shall prevail.

18.2 All documents accompanying the contract will follow the system….. and date shall be calendar date, unless otherwise specified.

Clause 19: Entire contract

The contract between the two parties includes the terms stated in this contract and the following attached appendices:

- Appendix ….

These terms and conditions and all attached appendices constitute a contract between the Buyer and the Seller

Below, the Buyer and the Seller draft... the original contract signed by the following representative. Each side shall keep……. original.

BUYER REPRESENTATIVE SELLER REPRESENTATIVE

2. Things to note when drafting international goods purchase and sale contracts:

2.1. Terms and information of parties:

This is usually the first clause and must always be included in a commercial contract. Individuals and organizations have the right to participate in signing contracts when they meet the conditions prescribed by law. Therefore, we need to specifically determine which individuals and organizations participate in this commercial contract.

To determine the subject status of the parties, the following basic information is required:

For individuals: Name, identity card number and permanent address. This content is recorded exactly according to the ID card or passport or household registration and should also be checked before signing.

For organizations and businesses: Name, Head office, Establishment license and legal representative. The above contents must be recorded accurately according to the Establishment Decision or Business Registration Certificate or Investment License of the enterprise.

2.2. Terms on the subject of the contract:

Commercial contracts are general contracts of many commercial activities. In fact, for each activity, the contract name is recorded more specifically. For example, goods purchase and sale contracts, service contracts, goods processing contracts... Therefore, for each type of contract, its object is different.

For service contracts or goods processing... Its object is specific work. These tasks must be clearly defined: How to perform, professional qualifications, who directly performs them, and results after implementation.

For goods purchase and sale contracts: The object of the contract is the goods being bought and sold. When drafting, the parties must clearly identify the name of the goods, type of goods, quality of goods, quantity of goods... all of the above factors must be clearly and specifically identified in the contract.

2.3. Terms of goods quality assurance under the contract:

For transactions that impose many conditions on the quality of goods, according to the lawyer's assessment, these agreements are not detailed and compared with specialized legal regulations for each specific product. conforming to standards and regulations. In addition, for quality standards, businesses should create a separate appendix, clearly stating each product's characteristics in terms of name, model number, structure, composition, quantity, date of production, place of production...

2.4. Payment terms:

Usually, the seller simply stipulates the price and payment method: bank transfer or cash. To avoid unnecessary disputes, the seller should specifically stipulate this content in the sales contract such as:

– Price of each type of goods, whether the price includes special consumption tax, import-export tax or other fees and charges...;

– Payment method: payment currency, transaction account number, bank transfer fee paid by which party, late payment interest rate...

2.5. Terms of contract cancellation due to delivery violation:

In case of multiple deliveries, the seller should note that if there is a delivery violation at a certain time, the buyer can cancel the part of the contract related to that violation and request compensation for damages.

When delivering excess goods, the seller may face the risk that the buyer will not receive the excess, and will lose the cost of bringing the goods back. If the buyer receives the goods, the seller will be paid the excess according to the contract price.

When the quantity is insufficient, the seller must communicate the missing portion within the deadline requested by the buyer. On the other hand, the seller must bear more risk when the buyer cancels the contract and requests compensation for damages.

When delivering goods that are not synchronized, the seller must replace the inconsistent goods for the buyer. In case the seller has received payment for the goods, the seller must pay interest on the amount received during the replacement delivery period, and compensation if requested by the buyer.

Besides, if the goods are not of the right type, the seller bears the risk that the buyer may cancel the contract and request compensation. In case the goods consist of many types and the seller does not deliver one or more types as agreed, the buyer may cancel the part of the contract related to that type of goods.

2.6. Dispute resolution terms:

As for commercial transactions, in addition to the Court, there is another institution with authority to resolve disputes: Commercial Arbitration. Therefore, the parties can agree to choose one of the two above agencies to resolve arising disputes.

Note, some dispute cases can only be resolved by the Court and Commercial Arbitration does not have jurisdiction to resolve.

Commercial arbitration agreements can be made before or after a dispute arises.

For commercial contracts between Vietnamese traders and foreign traders, the parties need to pay more attention to the applicable Law when resolving disputes. In case the parties do not agree on the applicable Law, the applicable Law will be determined according to the provisions of specific law

2.7. Terms of shipping costs and related costs:

The parties should clearly state the time of transfer of costs between the parties during the delivery process such as: when the goods are delivered to the first shipping company, or when the goods are delivered to the buyer...

If not specified, the parties must bear the risk of determining costs according to costs announced by state agencies, or according to industry standards, or according to specific standards suitable for the purpose of entering into a contract.