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Table of Contents
INTRODUCE 2CONTRACT AND CONTRACT INTERNATIONAL 2CONTRACT ANALYSIS OF RICE EXPORT CO. TRAN THANH AND MVW 5CONTRACT ANALYSIS OF EXPORT SEAFOOD COMPANY CADOVIMEX II 9EVALUATE OF DIFFERENT TEARMS IN TWO CONTRACTS 13CONCLUSION 13REFERENTS 15
1
INTRODUCE
A long with the development and integration of the world
economy, Vietnam's economy is also gradually developing
towards integration, open exchanges of international
economic cooperation, creating more opportunities for
cooperation sale countries around the world. In the field
of export-import it plays increasingly play a larger role
for the development of the economy.
In operation import and export business, drafting,
agreement and implementation of export and import
contracts is one of the most important, it can decide
whether to make the deal or not, and also large related
to the implementation of how, as a result of the
transaction. So an import and export contracts is the
crucial prerequisite and for international transactions.
In this assignment,I will look at the contracts to export
a particular commodity at a company and solutions
perfection and I have made two analyzes of the two
companies contracts ChanThanh and firm Cadovimex II.
CONTRACT AND CONTRACT INTERNATIONAL
2
Contracts International Sale of Goods is purchase
contract of international sale of goods (also known as
contracts or foreign trade import and export contracts)
are contracts to buy goods with international character
(there are foreign elements that foreign factors ).
International nature of the contract of sale of goods
internationally understood not the same, depending on the
perspective of each country's laws.
Five essential elements make a valid contract including :
offer and acceptance, intention to create the legal
relations, consideration, capacity and the privity of
contract :
+ Offer and acceptance implies that offer is made by one
of the parties and is accepted by the other.which offer
is promoise to do or not to do some thing.follow by
acceptance is offeree agrees unconditionally.For example,
in tenancy agreement between landlords, the owners of a
property and the tenant, the landlord rent his property
or building to the tenant, the landlord is the offeror
and the tenant is the offeree. Since the two parties have
come together to enter into a contract there is a legal
binding between the landlord and the tenant.
+ Intention of creation of legal contract implies that
there is willingness from both the sides to enter the
legal agreement.
+ Consideration highlights the fact that there is some
sort of exchange involved in the agreement, either of
3
goods or of services, that has to be carried out by the
parties .For example,in sale contract betweent seller and
buyer about rice.seller’s right and obligation is receive
money and delive good while buyer’sright and obligation
is delive money and receive good.
+ Capacity is determined by the fact that both the
parties are in a position to enter the legal agreement
and there are no legal implications that restrict them
from doing so, and similarly.it is ability to join a con
tract.for example, A sells a house for B.If B is 26 year
ols,B can sign in the sale contract of house.If B is 10
year olds,B can not sign because the contract is not
vaild
+ Privity of contract prevents imposition of rights or
impositions on any individual or party apart from the
parties involved. Thus, privity of contract ensures that
only the involved parties are able to sue or claim each
other, with no other party having the right to do so. For
example,in sale contract betweent seller and buyer about
rice.there are only two parties,which are seller and
buyer are able to sue or claim each other .such as, price
negotiator or breaking contract
There are three types of contracts includes face to
face,written contract and distance selling:
+ face to face contracts are formed when both the parties
are present in the same area and can meet to discuss
facts and figures
4
+ written contracts when the parties can get in touch
with each other in this case, they enter the written form
of contract in which all the clauses and conditions are
written and signed by both the parties. It is eminent to
mention here that the same situation does not apply to
other parties that are in different locations and usually
entre distance selling contracts.
+ distance selling contracts when the parties do not get
a chance to meet in-person or to inspect good, and thus
the contracts are formed on the basis of trust and faith.
The contract is mainly based on the impact and thus the
same is also accesses and analyzed on the basis of impact
placed by it.
Characteristics of each type :
+ Face to Face : clearly,more believable by direct
exchange
+ Witten : professional,clearly,correct,creat
relationship between parties
+ Distance selling : uselful,flexible,saving time
Effect and benefit on contract :
+ Face to Face : althought parties can discuss about
contract easily, There is no clear evidence in a verbal
contract since the agreement is done by words of mouth,
when breach of contract occurs between the parties.
People agreed to enter into a contract in verbal contract
without signing any paper document as evidence therefore
they are difficult to prove and can create dispute since
there is no clear evidence.
5
+ Distance selling contacts : it help to save the time
also reduce distance between parties,but it might make
some mistakes or lack of understanding among parties
about tearm of addition tearm or implied tearm.
+ Written contracts : A written contract shows the nature
of the business and those that are involved in the
contract.it has strongest legal evidence of law in case a
party has any action breaking the law.it is most saferly
and professional.
CONTRACT ANALYSIS OF RICE EXPORT CO. TRAN THANH AND MVW
Agreement
- Offer : MVW INVESTMENTS LIMITED offered to buy Viet Nam
rice 5% broken which quality base on VIETNAM RICE EXPORT
STANDARD.
- Acceptance : CHAN THANH CO., LTD accepted
unconditionally the offer of MVW INVESTMENTS LIMITED
Intention
Both companies has confirmed a contract to be legal
relations by signed.seller is company specilying in
rice,so they want to sell their rice.
Consideration
show through obligations and rights of both MVW
INVESTMENTS LIMITED and CHAN THANH CO., LTD.with CHAN
THANH CO., LTD must ships 100MTS rice before 15 july 2013
and receive 40% TTR advace after signing contract wich
6
total is 44,700 USA.with MVW INVESTMENTS LIMITED have to
pay 40% TTR advace after signing contract wich total is
44,700 USA and receive 100MTS rice before 15 july 2013.
Capacity
The competence capacity of contract have been confirmed
by Mr.Nguyen Chan Thanh director of sell company and
Mr.Mark Williams CEO.Director and CEO are fully capable
to sign contract
Privity
In this contract there are two parties,which buyer was
MVW INVESTMENTS LIMITED and seller was CHAN THANH CO.,
LTD
Tearm Of Contract
Export contracts that we analyze here is the
international trade agreement should not record the name
of the country as domestic commercial contracts that go
straight into the name of the title is SALES CONTRACT
contract. And because the bilateral nature of news means
that there is always the seller and purchaser of a
commercial contract where the title is usually not
CONTRACRT SALES CONTRACT or SELL PURCHASE CONTRACT.
NO: 2013/2806/MVW.
7
It is conceivable that the contract of sale between the
seller and the buyer is MVW signed on June 28, 2013.
Helps contract number for the management and storage
contracts and is more convenient basis for set of
relevant documents.
PLACE AND DATE: JUNE 28TH, 2013 IN VIETNAM-ANGIANG
This contract was signed on June 28, 2013 in An Giang
province, Vietnam. Location contracting is one of the
important basis to choose the governing law of the
contract if the contract does not specify what is the
source of governing law.
This is a contract was signed between the seller is TRAN
THANH Co., Ltd. is located in Long Kien Commune, Cho Moi
district, An Giang province, Vietnam, and limited
liability company investment based MVW 27 AVE TOLEDO,
HENDERSON, AUCKLAND 0612, NEW ZEALAND.
Comment : The introduction of this contract is generally
sufficient for the required content of title, contract
number, location, time signing the contract, the name
and address of the party. However, this agreement is
still lacking an important part is to represent the
seller and the buyer signed the contract. The reason
for avoiding the contract prepared as part of this
contract negotiation process between TRAN THANH and Co.
Investment Company Limited MVW primarily through e-mail
8
so that the two sides should be based solely on the
contents of a letter to come to an agreement but no one
stood out to represent direct negotiations should the
two sides agreed to not neglect this part to determine
the liability belongs. However, this is a fault of the
contract and should be modified, additional export
contracts in the future.
COMMODITY – SPECIFICATIONS
Commodity Vietnam rice 5% broken
Specifications As per Vietnam expert standard
PRODUCTION DATE : JULY 2013
EXPIRY DATE: JULY 2015
OTHER AS PER VIETNAM RICE EXPORT STANDARD.
PACKING
“familia” brand. in new 50 kg pp bags, 1% empty bag free.
bags are strong and fit for export and sea
transportation.
SHIPMENT
shipment: latest by 15 july 2013
port of loading: any port of vietnam.
port of discharge: valparaiso port, chile
partial shipment: not allowed.
transshipment: allowed
• On-time delivery: In this contract the delivery time
may be prescribed periodic deliveries will be carried out
9
later on 15.07.2013 ie after 19 days of signing the
contract. Regulations under this method creates
advantages for both imports and exports, helped arrange
the sale of production time, delivery, prevent risks
during transportation to deliver goods on time. It also
helps buyers arrange warehousing, payments may receive
payment for goods and paid properly as signed.
• In place of delivery, receipt of goods: the contract
provisions Vietnam may export goods in any port of
Vietnam as long as facilitate the transportation process,
queuing ... and cost savings for the and regulations that
are specific to the port of Valparaiso, Chile. And the
two sides agreed contract under the terms CFR purchaser
should have the freedom to choose the port.
• On delivery method: not specified partial shipment is
allowed, which means that goods can only be assigned once
only.
COMMODITY QUANTITY
(MT)
PRICE (USD/MT)
CFR VALPARAISO
PORT, CHILE
AMOUNT (USD)
CFR VALPARAISO
PORT, CHILE
VIETNAM RICE 5%
BROKEN
100 USD447/MT 44,700
TOTAL 100MTS 44,700
PAYMENT
10
40% TTR ADVANCE AFTER SIGNING CONTRACT, 60% BY TTR AFTER
MAIL FULL DOCUMENTS.
MVW Company will transfer to the company TRAN THANH
amount corresponding to 40% of the contract (ie 17885
USD) after signing the contract, and the remaining 60%
(26845 USD) will be paid after sending mail documents
full import terminal.
The payment will be importing company MVW account money
transfer company TRAN THANH bank BIDV - North Branch of
An Giang.
This provision applies cash method, but a combination of
upfront cash payment and transfer after the division of
risk should also divided fairly equally among the
parties, in addition to the value of this contract is not
large (44 700 dollars) should be able to apply this
method.
TAXES AND LICENSES
All present taxes and/or dues levied, imposed on rice in
the country of origin will be for the account of the
seller. Others for buyer/ owner’s account.
All taxes, import lisences and/or dues, present or
future, levied in the country of destination will be for
the account of the buyer.
11
If on account of hostilities, war, embargo, blockade
revolution, government’s ban, insurrection, mobilization,
strike, lock-out, riot or other civil commotion or by
fire, drought, plague or other calamities or national
food security of vietnam government and vietfood
association, the fufilment of this contract in whole or
in part is rendered impossible. The contract shipment
period will be extended by the same period of time as the
duration if event but limited to one month. If after one
month extension the shipment is still prevented by any of
the above causes, such part of the contract as has been
postponed shall be void unless a further extension is
mutually agreed between the seller and buyer.
So the only event of force majeure to suspend the
implementation of the contract do not invalidate the
contract.
ORTHER ADDITIONAL CONDITIONAL
more or less 5% both on quantity and value acceptable
CONTRACT ANALYSIS OF EXPORT SEAFOOD COMPANYCADOVIMEX II
Agreement
- Offer : SAM LONG INTERNATIONAL LIMITED offered to buy
fish which quality and product base on term of contract
about commodities and sizes
12
- Acceptance : CADOVIMEX II SEAFOOD IMPORT-EXPORT &
PROCESSING JOINT-STOCK COMPANY accepted the offer SAM
LONG INTERNATIONAL LIMITED
Intention
Both companies has confirmed a contract to be legal
relations by signed
Consideration
show through obligations and rights of both CADOVIMEX II
SEAFOOD IMPORT-EXPORT & PROCESSING JOINT-STOCK COMPANY
and SAM LONG INTERNATIONAL LIMITED.Such as CADOVIMEX II
SEAFOOD IMPORT-EXPORT & PROCESSING JOINT-STOCK COMPANY
must ships fish before 26 August 2009 and can choose any
port in Ho Chi Minh city,Viet Nam
Capacity
The competence capacity of contract has confirmed by sell
company was represented by which is LIEM, Forestry and
Fisheries (Mr.) - Vice General Director and buy company
was represented by STEVEN CHUNG (Mr.) – General Manager
Privity
In this contract ,beside two parties the buyer and the
seller.an other thirt party was the Vietnam Chamber of
Commerce and Industry in case dispute or conflicts can
not be settled by negotiation from both parties
13
The Seller: Cadovimex II & SEAFOOD IMPORT-EXPORT
PROCESSING
JOINT-STOCK COMPANY
Address: Lot III-8, C Expanding Area, Sadec
Industrial Zone, Dong Thap Province, Vietnam.
Tel.: (+84) -67-376 678 Fax.: (+84) -67-376
6780
Represented by LIEM, Forestry and Fisheries (Mr.) - Vice
General Director.
The Buyer: SAM LONG INTERNATIONAL LIMITED
Address: Unit D, 8/F, Ka Ming Factory Bldg.,
688-690 Castle Peak Road,
Lai Chi Kok, Kln, Hong Kong.
Tel.: (852)-2370 879 Fax.: (852)-
2370 8970
Represented by STEVEN CHUNG (Mr.) – General Manager.
Tearm Of contract
Commodities, Sizes
Quantiti
es
(Cartons
)
USD/kg
N.W. –
FOB HCM
Total
Amount
(USD)
1/ BLOCK SHATTER PACK PANGASIUS
HYPOPHTHALMUS FILLETS FISH.
Size: (Grs/Pc) 220 – UP WHITE MEAT
Packing:2 x.5 kgs (including 40%
glazing) per block /CTN
100 2.65 1,590.0
0
14
2/ IQF PANGASIUS HYPOPHTHALMUS
FILLETS FISH
* Size: (Grs/Pc) 170 – 220 WHITE MEAT
220 – UP WHITE
MEAT
Packing: 5 x 2kgs (including 20%
glazing) /CTN
3/ IQF PANGASIUS HYPOPHTHALMUS
FILLETS FISH
* Size: (Grs/Pc) 170 – 220 LIGHT YELLOW
MEAT
220 – UP
LIGHT YELLOW MEAT
Packing: 5 x 2kgs (including 40%
glazing) /CTN
4/ IQF PANGASIUS HYPOPHTHALMUS
FISH, SLICE CUT
Size: (Grs/Pc) 20 - 25
Packing: 2.5 kgs Net Wt./bag x
4bags/CTN
200
100
150
350
500
2.65
2.65
2.58
2.58
1.95
4,240.0
0
2,120.0
0
2,322.0
0
5,418.0
0
9,750.0
0
TOTAL 1,400 25,440.
00
15
Total Amount: About 25,440.00 USD.
(In words: US Dollars Twenty-five thousand four hundred and forty only).
Shipment : To be effected not later than August 25th, 2009.
Partial shipment is not allowed.
Port of departure: Any port in HoChiMinh city, Vietnam
• Contracts not specified for delivery in part because of
the volume of goods is not too large, one can
communicate. For large shipments, the exporter must
pickup several times and could not shut up every once in
that case the proposed export might be partial delivery.
• Port of departure is certain in any port in Ho Chi Minh
City to the port of delivery can choose the most
convenient to them.
Payment
By Irrevocable L/C at 30 days sight for 100% invoiced
value in favour of the Seller through:
BANK FOR INVESTMENT AND DEVELOPMENT OF VIETNAM - DONGTHAP
BRANCH
Address: CAOLANH CITY, DONGTHAP PROVINCE
Swift Code: BIDVVNVX 6xx
Account number: 691.10.37.00145789
Beneficiary: CADOVIMEX II SEAFOOD IMPORT EXPORT AND
PROCESSING JOINT STOCK COMPANY (CADOVIMEX II)
16
Address: LOT III-8, AREA C, SADEC INDUSTRIAL ZONE,
DONGTHAP PROVINCE, VIETNAM.
There are many payment methods today, in which each
payment method has its advantages and disadvantages for
the exporters or importers. So depending on the
relationship, the value and duration of the contract
which the parties agreed payment method selection for
suitable, convenient and ensure the rights of the parties
to the contract.
In this contract, two parties choose the method of
payment by letter of credit Irrevocable
Arbitration: Both parties undertake to perform this
contract. Any dispute arising under this agreement shall
be settled amicably between the two parties. In case the
two parties can not resolve the dispute will be submitted
to the Centre for International Arbitration in Vietnam
Chamber of Commerce and Industry of Vietnam to solve
Comment: In the contract, the customer is the company
reputable and trusted company should be provisions in the
documents sent to the company prepares customers for
delivery, after shipping company will send always
original bill of lading to the hotel guests receive
prompt, not through banks. This could be a risk of losing
customers to companies Cadovimex as possible after
receiving the goods, the importer does not pay.
Therefore, companies should note the restrictions
17
acceptable delivery conditions can be detrimental to the
company as in the above case.
EVALUATE OF DIFFERENT TEARMS IN TWO CONTRACTS
The different term between two contract is atribation
tearm.it is very importance in contract also necessary in
contract international.this tearm help contract more
transparency and avoid commercial fraud.In the contract
of export seafood company Cadovimex II using atribation
term In case the two parties could not reach a solution,
it shall be submitted to the Vietnam International
Arbitration Centre at the Vietnam Chamber of Commerce and
Industry in accordance with its Arbitration Rules on
basis of presenting a full and legal set of documents for
claiming including Inspection Note of the authorized
third Party, of which awards shall be final and binding
upon both parties.it can lead Cadovimex ii more
advanteges which a domestic firm when trading
international.
CONCLUSION Up to now, our country is not really a complete
transition to the market economy. The drafting of the
agreement as well as the company's contracts are limited
and errors can result in damage to business operations of
18
the company.One of business should understand type of
contracts and tearm includings to using the business
contract more effience and effectiveness.
19
REFERENTS
SALES CONTRACT
NO: 2013/2806/MVW.
DATE AND PLACE: 28TH JUNE, 2013, IN AN GIANG-VIETNAM
SELLER: CHAN THANH CO., LTD
ADD: LONG KIEN WARD, CHO MOI DISTRICT, AN GIANG
PROVINCE, VIET NAM.
TELL: (84)763636677 FAX: (84)
763636678
BUYER: MVW INVESTMENTS LIMITED.
27 OLEDO AVE, HENDERSON, AUCKLAND 0612, NEW ZEALAND.
IN WITHNESS HEREOF, THE SELLER CONFIRM TO SELL AND THE
BUYER CONFIRM TO BUY UNDER MENTIONED COMMODITY UPON
TERMS AND CONDITIONS AS FOLLOWS:
1. COMMODITY – SPECIFICATIONS
Commodity Vietnam rice 5% broken
SpecificationsAs per Vietnam expert
standard
Broken (basic %) max 5%
Moisture max 14%
20
Damaged kernel max 0.75%
Yellow kernel max 0.75%
Chalky kernel max 5%
Red and red streaked kernel
max1.5%
Foreign matter max 0.1%
Glutinous rice max 1.5%
Paddy (grain/kg max) 10
Average length of whole
kernel6.2mm
Crop Current
Milling degreeWell milled and double
polished
PRODUCTION DATE : JULY 2013
EXPIRY DATE: JULY 2015
OTHER AS PER VIETNAM RICE EXPORT STANDARD.
2. PACKING
“FAMILIA” BRAND. IN NEW 50 KG PP BAGS, 1% EMPTY BAG
FREE.
21
BAGS ARE STRONG AND FIT FOR EXPORT AND SEA
TRANSPORTATION.
3. MARKINGS: FAMILIA
4. SHIPMENT
SHIPMENT: LATEST BY 15 JULY 2013
PORT OF LOADING: ANY PORT OF VIETNAM.
PORT OF DISCHARGE: VALPARAISO PORT, CHILE
PARTIAL SHIPMENT: NOT ALLOWED.
TRANSSHIPMENT: ALLOWED
5. ORIGIN
VIETNAM
6. COMMODITY/ QUANTITY/ PRICE/ AMOUNT:
COMMODITY QUANTITY
(MT)
PRICE
(USD/MT)
CFR
VALPARAISO
PORT, CHILE
AMOUNT (USD)
CFR
VALPARAISO
PORT, CHILE
VIETNAM RICE 5%
BROKEN
100 USD447/MT 44,700
TOTAL 100MTS 44,700
SAY: US FORTY FOUR THOUSAND, SEVEN HUNDRED DOLLARS ONLY.
TOLERANCE: +/- 5% IN BOTH QUANTITY AND AMOUNT AT SELLER’S
OPTION.
22
THE MENTIONED GOODS IN OUR SIGNED CONTRACT DO NOT
PERMIT TO RE-SELL IN MALAYSIA, INDONESIA, BANGLADESH,
PHILIPPINES, IRAQ, EAST TIMOR AND CUBA MARKET. IF THE
BUYERS WANT TO RE-EXPORT TO THE VIETNAM CONCENTRATES
MARKETS INCLUDING: INDONESIA, MALAYSIA, BANGLADESH,
PHILIPPINES, IRAQ, EAST TIMOR AND CUBA, THEY HAVE TO
GET THE SELLER’S ACCEPTANCE. THE SELLER’S ARE JUST ABLE
TO ACCEPT THE BUYER RE-EXPORT TO THESE MARKETS AFTER
OBTAINING APPROVAL FROM THE MINISTRY OF INDUSTRY AND
TRADE OF VIETNAM.
ALL LOCAL FEES AT DISCHARGE PORT SHALL BE FOR THE BUYER’S
ACCOUNT.
ALL BANKING CHARGES, DUTIES, TAXES, LEVIES, ETC… INSIDE
VIETNAM TO BE FOR SELLER’S ACCOUNT BUT THOSE OUTSIDE
VIETNAM FOR BUYER’S ACCOUNT.
CARGO TO BE STUFFED INTO CONTAINERS (20’FCL)
INSURANCE TO BE ARRANGED AND COVERED BY THE BUYER
7. FUMIGATION
CARGO TO BE FUMIGATED INTO CONTAINERS AFTER COMPLETION
OF LOADING AT SELLER’S OPTION WITH PHOXTOSIN FOR 48HRS
AT RATE OF 12 GRAMS/M3, FUMIGATION COST TO BE FOR
SELLER’S ACCOUNT.
FUMIGATION CERTIFICATE ISSUED BY COTECNA VIETNAM CO.,
LTD. TO BE FINAL AT LOADING PORT.
8. WEIGHT/ QUANTITY AND QUALITY:
23
FINAL AT LOADING PORT AS PER CERTIFICATES ISSUED BY
COTECNA VIETNAM CO., LTD. THE CERTIFICATE OF QUANTITY/
WEIGHT AND QUALITY ISSUED BY COTECNA VIETNAM CO., LTD.
AT LOADING PORT WILL BE FINAL. THE SELLER WILL BEAR THE
COST OF SUCH INSPECTION.
9. PAYMENT:
40% TTR ADVANCE AFTER SIGNING CONTRACT, 60% BY TTR
AFTER MAIL FULL DOCUMENTS.
IN FAVOUR OF: CHAN THANH CO., LTD.
ADD: LONG KIEN WARD, CHO MOI DISTRICT, AN GIANG
PROVINCE, VIET NAM.
A/C NUMBER: 702.10.37.000083.3
WITH JOINT STOCK COMMERCIAL BANK FOR INVESTMENT AND
DEVELOPMENT OF VIET NAM – NORTH AN GIANG BRANCH.
BANK AD: 19-21 NGUYEN HUU CANH STREET, CHAU DOC TOWN,
AN GIANG PROVINCE, VIET NAM.
SWIFT CODE: BIDVVNVX.
THE FOLLOWING DOCUMENTS IN 1 ORGINAL AND 3 COPIES
UNLESS OTHERWISE STATED. ALL CERTIFICATES CAN NOT MAKE
INTO PHILIPPINES, INDONESIA, MALAYSIA.
COMMERCIAL INVOICE: 3 ORIGINAL AND 3 COPIES.
PACKING LIST: 3 ORIGINAL AND 3 COPIES.
FULL SET OF 3/3 ORIGINAL B/L “SHIPPED ON BOARD”
MARKED “FREIGHT PREPAID”, CONSIGNEE AND NOTIFY PARTY
BEING THE BUYER.
24
FOLLOWING DOCUMENTS TO DC MENTION CONSIGNEE AND NOTIFY
PARTY AS:
DISTRIBULDORA LVX LIMITADA.
ADDRESS: HIJUELA A SANTA CAROLINA PARCELA &
LOTELL
TEL: 0056-978033445
CUSTOMS CODE: RUT 7619687-8
CERTIFICATE OF ORIGIN ISSUED BY VIETNAM CHAMBER OF
COMMERCE & INDUSTRY.
PHYTOSANNITARY CERTIFICATE ISSUED BY PLANT
PROTECTION DEPARTMENT OF MINISTRY OF AGRICULTURE &
RURAL DEVELOPMENT, VIETNAM.
FUMIGATION CERTIFICATE
CERTIFICATION OF WEIGHT/QUANTITY ISSUED BY COTECNA
VIETNAM CO., LTD
CERTIFICATION OF QUALITY ISSUED BY COTECNA VIETNAM
CO., LTD
ORTHER ADDITIONAL CONDITIONAL
MORE OR LESS 5% BOTH ON QUANTITY AND VALUE
ACCEPTABLE
THIRD PARTY DOCUMENTS, CARBON DOCUMENTS SHALL BE
ACCEPTABLE EXCEPT COMMERCIAL INVOICE
10. TAXATION AND LICENSE
25
ALL PRESENT TAXES AND/OR DUES LEVIED, IMPOSED ON RICE
IN THE COUNTRY OF ORIGIN WILL BE FOR THE ACCOUNT OF THE
SELLER. OTHERS FOR BUYER/ OWNER’S ACCOUNT.
ALL TAXES, IMPORT LISENCES AND/OR DUES, PRESENT OR
FUTURE, LEVIED IN THE COUNTRY OF DESTINATION WILL BE FOR
THE ACCOUNT OF THE BUYER.
11. FORCE MAJEURE
IF ON ACCOUNT OF HOSTILITIES, WAR, EMBARGO, BLOCKADE
REVOLUTION, GOVERNMENT’S BAN, INSURRECTION, MOBILIZATION,
STRIKE, LOCK-OUT, RIOT OR OTHER CIVIL COMMOTION OR BY
FIRE, DROUGHT, PLAGUE OR OTHER CALAMITIES OR NATIONAL
FOOD SECURITY OF VIETNAM GOVERNMENT AND VIETFOOD
ASSOCIATION, THE FUFILMENT OF THIS CONTRACT IN WHOLE OR
IN PART IS RENDERED IMPOSSIBLE. THE CONTRACT SHIPMENT
PERIOD WILL BE EXTENDED BY THE SAME PERIOD OF TIME AS THE
DURATION IF EVENT BUT LIMITED TO ONE MONTH. IF AFTER ONE
MONTH EXTENSION THE SHIPMENT IS STILL PREVENTED BY ANY OF
THE ABOVE CAUSES, SUCH PART OF THE CONTRACT AS HAS BEEN
POSTPONED SHALL BE VOID UNLESS A FURTHER EXTENSION IS
MUTUALLY AGREED BETWEEN THE SELLER AND BUYER.
12. FORCE OF THE FACSIMILE COPY OF THE CONTRACT
THE PRESENT CONTRACT, AS WELL AS THE AMENDMENTS AND
ADDITIONS TO IT CAN BE ARRANGED WITH THE HELP OF
FACSIMILE, AND THEY WILL HAVE LEGAL FORCE.
THE CONTRACT AND ANY AMENDMENTS TO THIS CONTRACT
SHALL BE VALID ONLY IF THEY ARE MADE IN WRITING AND
26
SIGNED BY BOTH PARTIES. IT IS ALSO CONSIDERED AS
ORIGINAL IN NATURE.
THE CONTRACT COMES INTO EFFECT FROM THE SIGNING DATE
OF BOTH PARTIES.
FOR AND ON BEHALF OF THE BUYER FOR AND ON BEHALF
OF THE SELLER
MARK WILLIAMS/CEO Nguyễn Chấn
Thành
27
SALES CONTRACT
No : CA034/SL-05/09
Date : August 10th, 2009
The Seller:CADOVIMEX II SEAFOOD IMPORT-EXPORT & PROCESSING
JOINT-STOCK COMPANY
Address: Lot III-8, C Expanding Area, Sadec
Industrial Zone, Dong Thap Province, Vietnam.
Tel.: (+84)-67-376
Fax.: (+84)-67-376
Represented by LAM NGU LIEM (Mr.) – Vice General
Director.
The Buyer:SAM LONG INTERNATIONAL LIMITED
Address: Unit D, 8/F, Ka Ming Factory Bldg.,
688-690 Castle Peak Road,
Lai Chi Kok, Kln, Hong Kong.
Tel.: (852)-2370 xxxx Fax.: (852)-
2370 xxxx
Represented by STEVEN CHUNG (Mr.) – General Manager.
It has been mutually agreed by both parties to sign this
contract under the terms and conditions as follows:
29
1. Commodities, Sizes, Quantities, Unit price, Packing:
Commodities, Sizes
Quantiti
es
(Cartons
)
USD/kg
N.W. –
FOB HCM
Total
Amount
(USD)
1/ BLOCK SHATTER PACK PANGASIUS HYPOPHTHALMUS
FILLETS FISH.
Size: (Grs/Pc) 220 – UP WHITE MEAT
Packing:2 x.5 kgs (including 40% glazing) per
block /CTN
2/ IQF PANGASIUS HYPOPHTHALMUS FILLETS FISH
* Size: (Grs/Pc) 170 – 220 WHITE MEAT
220 – UP WHITE MEAT
Packing: 5 x 2kgs (including 20% glazing) /CTN
3/ IQF PANGASIUS HYPOPHTHALMUS FILLETS FISH
* Size: (Grs/Pc) 170 – 220 LIGHT YELLOW MEAT
220 – UP LIGHT YELLOW
MEAT
Packing: 5 x 2kgs (including 40% glazing) /CTN
4/ IQF PANGASIUS HYPOPHTHALMUS FISH, SLICE CUT
Size: (Grs/Pc) 20 - 25
Packing: 2.5 kgs Net Wt./bag x 4bags/CTN
100
200
100
150
350
500
2.65
2.65
2.65
2.58
2.58
1.95
1,590.00
4,240.00
2,120.00
2,322.00
5,418.00
9,750.00
30
TOTAL 1,400 25,440.0
0
(More or less than 10% of total quantity and value amount
are allowed)
2. Total Amount:About 25,440.00 USD.
(In words: US Dollars Twenty-five thousand four hundred and forty only).
3. Shipment: To be effected not later than August 25th,
2009.
Partial shipment is not allowed.
Port of departure: Any port in HoChiMinh city,
Vietnam.
4. Quality:
4.1/ IQF Pangasius Hypophthalmus Fish, Slice Cut: Mixed
Color, Skinless, Boneless, Belly-off, Fat-off, Well
trimmed. IQF & Block Pangasius Hypophthalmus Fillets
Fish: White and Light Yellow Colors are the same above
quantities, Skinless, Boneless, Belly-off, Fat-off, Well
trimmed
4.2/ Non-phosphat treating with their residue is not more
than 0.5%, stiring within 03 minutes.
4.3/ No any prohibited drugs.
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4.4/ No any exceeded allowed chemical treatment residue
or water injected into the boby of fish.
4.5/ No melamine residue.
5. Required documents: TO THE BANK.
5.1/ INVOICE AND PACKING LIST IN TRIPLICATE.
5.2/ 2/3 ORIGINAL B/L MARKED “FREIGHT COLLECT” NOTIFY
BUYER WITH FULL NAME, ADDRESS AND CONTRACT NUMBER.
5.3/ HEALTH CERTIFICATE ISSUED BY BENEFICIARY
5.4/ CERTIFICATE ISSUE BY VIETNAM CHAMBER OF COMMERCIAL
IN ONE ORIGINAL AND TWO COPIES
OTHER REQUIREMENT:
ONE ORIGINAL CLEAN ON BOARD B/L WITH BACK SIZE
ENDORSEMENT SHOULD BE SENT TO BUYER BY COURIER SERVISES
FOR OUR CUSTOM CLEARANCE.
6. Payment: By Irrevocable L/C at 30 days sight for 100%
invoiced value in favour of the Seller through:
BANK FOR INVESTMENT AND DEVELOPMENT OF VIETNAM - DONGTHAP
BRANCH
Address: CAOLANH CITY, DONGTHAP PROVINCE
Swift Code: BIDVVNVX xxx
Account number: 691.10.37.001xxxx
32
Beneficiary: CADOVIMEX II SEAFOOD IMPORT EXPORT AND
PROCESSING JOINT STOCK COMPANY (CADOVIMEX II)
Address: LOT III-8, AREA C, SADEC INDUSTRIAL ZONE,
DONGTHAP PROVINCE, VIETNAM
7. Force Majeure: The contracting parties are not
responsible for the non-performance of any contract
obligation in case of usually recognized force majeure.
As soon as occurred the condition under which force
majeure has been invoked, i.e, extra ordinary, unforeseen
and out of control events, a cable should be sent to the
other for information.
A certificate of force majeure issued by the
competent Government Authorities will be sent to the
other party within 07 days.
As soon as the condition under which force majeure
has been invoked has been ceased to exist, this contract
will enter immediately force.
8. Arbitration: The two parties commit to carry out this
contract. Any disputes arising from this contract shall
be settled amicably by both parties. In case the two
parties could not reach a solution, it shall be submitted
to the Vietnam International Arbitration Centre at the
Vietnam Chamber of Commerce and Industry in accordance
with its Arbitration Rules on basis of presenting a full
and legal set of documents for claiming including
33
Inspection Note of the authorized third Party, of which
awards shall be final and binding upon both parties. The
fees of arbitration and other charges shall be borne by
the losing party.
This contract is to be made in Dong Thap province in
2 (two) copies in English, one copy for each party. This
contract is value also by fax. or e-mail version.
FOR THE BUYER
FOR THE SELLER
34
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