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

28

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

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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

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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

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