SELLER
ADDRESS: 15, D5 STREET, WARD 25, BINH THANH DISTRICT, HCMC,
REPRESENTED BY MR LE MINH TAM, CHIEF EXECUTIVE OFFICER.
BUYER
ADDRESS: 4TH FLOOR, RENTMEESTERSTRAAT 60, 1315JS ALMERE, THE NETHERLANDS.
REPRESENTED BY MR DIEDERIK VAN DEN BERG, COMMERCIAL DIRECTOR.
BOTH PARTIES WILL BE ADDRESSED AS “BUYER” AND “SELLER” ACCORDINGLY FOR THE REST OF THE CONTRACT.
The seller and buyer mutually agree to finalize this contract based on the specified terms and conditions The commodities available for sale are exclusively governed by the stipulations outlined in this contract, which remains strictly confidential between both parties Consequently, the agreed terms and conditions are as follows.
COMMODITIES
SPECIFICATIONS: RAW PEELED & DEVEINED TAIL OFF
TASTE: THE TASTE OF FRESH SHRIMP
GLAZING: 5%, 10%, 20%, 30% download by : skknchat@gmail.com
SIZE USD/KG QUANTITY PRICE ASSORTMENT QUALITY
(IN WORD: ABOUT THREE HUNDRED EIGHT THOUSAND
SPECIFICATION: SKINLESS, BONELESS, BLOODLINE OFF.
SIZE: 1-2KG, 2-4KG, 4KG UP
TASTE: THE TASTE OF FRESH TUNA
SIZE USD/KG QUANTITY PRICE ASSORTMENT QUALITY
3-4 11.60 5 MT USD 58,000 STEAK NATURAL download by : skknchat@gmail.com
TOTAL PRICE (IN WORD: ABOUT TWO HUNDRED TWENTY-ONE
3.3.1 THE SELLER HAS THE RESPONSIBILITY TO PROVIDE THE TESTING AND
CERTIFICATE AS EVIDENCE FOR THE QUALITY OF THE COMMODITIES.
3.3.2 SAMPLES OF THE COMMODITIES HAVE BEEN SENT TO THE
DEPARTMENT OF SCIENCE AND TECHNOLOGY (DOST) FOR ANALYSIS. THE RESULTS ARE PRESENTED BELOW.
3.3.2.1 SENSORY ANALYSIS: THE TEST WAS CONDUCTED ACCORDINGLY TO THE VIETNAM STANDARD TCVN 3215-79 REGARDING SENSORY ANALYSIS, WITH THE PARTICIPATION OF FIVE EXPERTS FROM THE DEPARTMENT:
NO QUALITY OF COMMODITY STANDARD
1 COLOR NORMAL, NO STRANGE COLOR
2 SMELL NORMAL SMELL OF SEAFOOD
3 TASTE NORMAL TASTE OF SEAFOOD
SMOOTH, FIRM MEAT WITH NO LEFTOVER
4 CONDITION AND WASTES SUCH AS VEIN, BONE,
BLOODLINE, ETC NO FROST BURN ON THE SURFACE OF THE COMMODITOES.
6 WEIGHT NORMAL, ACCURATE TO THE QUANTITY
AGREED AND WITHIN THE TOLERANCE. download by : skknchat@gmail.com
3.3.2.2 CHEMICAL AND BIOLOGICAL STANDARD: THE COMMODITIES WAS ALSO TESTED BY THE DOST ACCORDINGLY TO THE VIETNAM STANDARD TCVN 7265:2015 REGARDING REGULATIONS ON SEAFOOD.
NO QUALITY OF COMMODITY STANDARD
NOTHING TO BE FOUND THAT EXCEEDS APPROVED AMOUNT download by : skknchat@gmail.com
NOTHING TO BE FOUND THAT EXCEEDS APPROVED AMOUNT
3.3.2.3 OTHER INTERNATIONAL STANDARDS FOR EXPORTING
FOR THE COMMODITIES TO MEET THE STANDARDS OF EXPORTING TO THE EU AND THE EVFTA, THE SELLER HAS INCLUDED THE EVIDENCE OF THESE STANDARDS AND CERTIFICATION IN THIS CONTRACT:
HAZARD ANALYSIS AND CRITICAL CONTROL POINTS (HACCP)
CERTIFICATION OF COMMODITIES’ ORIGIN FROM LEGAL HARVESTING FOR EXPORT (21/2018/TT-BNNPTNT)
CERTIFICATION OF HYGIENE AND SAFETY (TCVN 5603-2008)
PACKAGING AND MARKING
4.1 THE SELLER IS RESPONSIBLE FOR PACKAGING AND MARKING THE COMMODITY.
4.2 THE COMMODITY MUST BE PACKED IN CARTONS AND FOAM TRAY, ALONG
WITH SUFFICIENT AMOUNT OF ICE, ENOUGH TO FULLY COVER THE COMMODITY, AND RESERVE THE FRESHNESS AND QUALITY OF THE COMMODITY.
4.3 THE FOAM TRAY WILL BE PUT INSIDE THE CARTONS THE CARTONS MUST BE
FULLY SEALED AND BEAR ALL THE MARKINGS, STAMPS AND OTHERREQUIREMENTS FOR EXPORTING TO THE EU. download by : skknchat@gmail.com
PRICE AND MODE OF DELIVERY/ TYPE OF SALE
The total price will be determined based on the net weight of the commodities, adhering to the specifications outlined in clauses 3.1.2 and 3.2.2 A quantity tolerance of +/- 2% will be applied, and the pricing will also be subject to the FCA Incoterms 2020 shipping terms.
- IN WORD: ABOUT FIVE HUNDRED TWENTY-NINE THOUSAND FOUR
5.4 LOADING, UNLOADING COSTS AND ANY OTHER SURCHARGES ARISING FROM
THE CONTRACT SHALL BE AT BUYER’S ACCOUNT.
5.5 THE BUYER AND SELLER AGREE AND ACKNOWLEDGE THAT THEY ARE LIABLE
FOR THE PRICE OF COMMODITIES UNDER THIS CONTRACT INCLUDING ANY LIABILITY ARISING FROM THE FAILURE TO PROVIDE PAYMENT SECURITY BY DOCUMENTARY CREDIT IN ACCORDANCE WITH THIS CONTRACT.
5.6 PAYMENT WILL BE CONDUCTED AS PER CLAUSE 8.
5.7 THE PRICE IS EXCLUSIVE OF ANY DUTIES, FEES, TAXES, GOVERNMENT
LEVIES, COSTS OR ANY ADDITIONAL PAYMENT WHATSOEVER AT THEUNLOADING PORT.
DELIVERY
6.3 LOADING PORT: FCA CAT LAI PORT, VIETNAM.
6.4 UNLOADING PORT: ROTTERDAM PORT, NETHERLANDS.
6.5 LOADING LAYCAN: OCTOBER 2021/FIRST HALF NOVEMBER 2021.
6.6 ESTIMATED DELIVERY: END OCTOBER 2021/FIRST HALF NOVEMBER 2021.
IN ANY CIRCUMSTANCES SHOULD THERE BE A CHANGE OF UNLOADING PORT
OR PART UNLOADING OF THE CARGO IN MORE THAN ONE PORT OTHER THAN STATED IN CLAUSE 6.4, THE BUYER SHALL BE FULLY LIABLE FOR ALL download by : skknchat@gmail.com
ADDITIONAL COSTS INCLUDING ALL VESSELS DEVIATION COST AND TIME
INCURRED BY THE SELLER/VESSEL OWNERS.
QUANTITY AND QUALITY DETERMINATION
7.1 QUALITY AND QUANTITY OF THE COMMODITIES SHALL BE DETERMINED AT
The loading and port operations will be conducted by independent inspectors, such as Intertek or SGS, who adhere to internationally recognized surveying practices These inspectors are appointed and compensated by the seller, ensuring an unbiased assessment The Certificate of Quality (C/Q) issued by the independent inspector will be deemed final and binding for both parties involved in the transaction.
7.2 THE SELLER WARRANTS TO THE BUYER THAT ANY COMMODITIES SUPPLIED
BY THE SELLER SHALL COMPLY WITH ALL RELEVANT EU FOOD SAFETY STANDARDS, HYGIENE, LABELLING, AND STORAGE REQUIREMENTS PURSUANT TO ANY APPLICABLE EU LEGISLATION FROM TIME TO TIME IN FORCE.
7.3 THE SELLER FURTHER WARRANTS THAT (SUBJECT TO THE OTHER PROVISIONS OF THESE CONDITIONS) ON DELIVERY, THE COMMODITIES SHALL BE OF SATISFACTORY QUALITY AND FIT FOR HUMAN CONSUMPTION.
7.4 THE SELLER SHALL NOT BE LIABLE FOR A BREACH OF THE WARRANTIES IN
The buyer must notify the seller in writing about any defects in the commodities within 7 days of discovering or being expected to discover the defect.
7.4.2 THE SELLER IS GIVEN A REASONABLE OPPORTUNITY AFTER RECEIVING
Buyers are required to return a sample of the commodities to the seller's place of business for examination, should the seller request it This return is at the buyer's expense.
7.5 THE SELLER SHALL NOT BE LIABLE FOR A BREACH OF THE WARRANTIES IN
Clause 7.2 and Clause 7.3 state that if a defect in the commodities occurs due to the buyer's failure to adhere to the seller's oral or written instructions regarding storage, packaging, and handling, the buyer may be held responsible for the resulting issues.
TRADE PRACTICES OR THE COMMODITIES HAVE BEEN DAMAGED IN TRANSIT WHEN AT THE RISK OF THE BUYER.
7.6 SUBJECT TO CLAUSE 7.4 AND CLAUSE 7.5 WHERE THE SELLER IS SATISFIED
THAT THE COMMODITIES DO NOT CONFORM WITH THE WARRANTIES IN CLAUSE 7.2 AND CLAUSE 7.3 THE SELLER SHALL AT ITS OPTION REPLACE SUCH COMMODITIES OR REFUND THE PRICE OF SUCH COMMODITIES.
7.7 IF THE SELLER COMPLIES WITH CLAUSE 7.6 IT SHALL HAVE NO FURTHER
LIABILITY FOR A BREACH OF THE WARRANTIES IN CLAUSE 7.2 AND CLAUSE7.3 IN RESPECT OF SUCH COMMODITIES.
PAYMENT
8.1 THE SELLER AND BUYER AGREE AND ACKNOWLEDGE THAT THEY ARE
Under this contract, all parties are jointly and severally liable for the price of commodities, including any liabilities that arise from the failure to ensure payment security through documentary credit as stipulated in the agreement.
8.2 PAYMENT FOR THE COMMODITIES SHALL BE MADE BY AN IRREVOCABLE
A documentary standby letter of credit (L/C) in favor of the seller must be issued by a first-class international bank, adhering to the current Uniform Customs and Practices for Documentary Credits published by the International Chamber of Commerce The L/C will be based on the contract cargo quantity in metric tons and denominated in US dollars, ensuring no offsets, deductions, withholdings, or counterclaims It will be payable at sight upon the presentation of the seller’s signed commercial invoice along with the standard shipping documents available at the port of loading If the usual shipping documents are unavailable during negotiation, payment will still be made against the seller’s commercial invoice.
AND SELLER’S LETTER OF INDEMNITY (L.O.I.) IN SELLER’S STANDARD
8.3 THE L/C IS TO BE RECEIVED AT THE BANK COUNTER ON OR BEFORE 3
WORKING DAYS PRIOR TO FIRST DAY OF DAYS LOADING LAYCAN. download by : skknchat@gmail.com
8.4 THE SELLER MAY AT ITS DISCRETION PROCEED TO LOADING THE CARGO AS
In the absence of an acceptable Letter of Credit (L/C) provided by the buyer, payment must be made in two installments according to the loading laycan The first installment requires a minimum payment of 5% of the contract value, which is not less than USD , to be remitted via telegraphic transfer to the seller's bank account The remaining 95% of the contract value, amounting to USD _, must be paid as stipulated in Clause 8.2 before the first day of loading.
OF THE LOADING LAYCAN, WHERE THE SELLER HAS EXERCISED ITS DISCRETION PURSUANT TO THIS CLAUSE, THE BUYER SHALL BE LIABLE TO MAKE PAYMENT
IN FULL BY FURNISHING AN ACCEPTABLE LC IN ACCORDANCE WITH THIS CONTRACT NO LATER THAN ONE WORKING DAY FROM THE DATE OF LOADING
OF THE CARGO AS CONFIRMED BY THE SELLER.
8.5 SELLER’S BANK CHARGES FOR SELLER’S ACCOUNT AND BUYER’S BANK
CHARGES, INCLUDING REIMBURSEMENT CHARGES, DISCOUNTING AND CONFIRMATION CHARGES, IF ANY FOR BUYER’S ACCOUNT.
8.6 IF PAYMENT FALLS DUE ON A SUNDAY OR MONDAY BANK HOLIDAY IN THE
Payments from the seller's or buyer's country are due on the next business day If the payment date coincides with a Saturday or a holiday that is not a Monday, the payment should be made on the last banking day prior to that date.
8.7 IN THE EVENT THAT THE ISSUING BANK AND/OR CONFIRMING BANK REFUSES
To honor or negotiate despite minor discrepancies, the buyer must waive these discrepancies and instruct the issuing or confirming bank within five calendar days following the advice of refusal.
8.8 ANY AMOUNT DUE FROM BUYER WHICH IS NOT FULLY PAID ON THE DUE
Interest will accrue at a rate of 2% per month on the amount due, starting the day after the due date and continuing until the payment is made This provision does not imply that the seller is willing to extend credit routinely and does not affect any rights or remedies the seller may have under this contract or otherwise.
8.9 COMMENCEMENT OF LOADING OF VESSEL SHALL BE DELAYED UNTIL BUYER
HAS COMPLIED WITH THE PROVISIONS OF THIS CLAUSE 8.1 IN ADDITION, download by : skknchat@gmail.com
The seller is not liable for any delays in cargo loading, particularly if the stipulations outlined in Clause 8.1 are not met Additionally, the seller's responsibility for late cargo loading is negated if the requirements of Clause 8 are not adhered to.
The agreement stipulates that the buyer must adhere to Clause 8 Any failure to comply with these provisions will constitute a breach of the agreement, granting the seller the right to issue a notice to the buyer without incurring any liability.
8.10.1 TO TERMINATE THE AGREEMENT AND TO RECOVER DAMAGES/LOSSES
8.10.2 WITHOUT PREJUDICE TO THE RIGHT TO RECOVER RESULTING DAMAGES
FROM THE BUYER’S BREACH, TO SUSPEND OR CANCEL DELIVERY OF THE CARGO INCLUDING BUT NOT LIMITED TO CANCELLATION OF VESSEL NOMINATION.
The buyer is liable for any damages, losses, or expenses resulting from their refusal or failure to adhere to the provisions outlined in Clause 8 This includes, but is not limited to, any applicable detention charges or demurrages.
8.12.1 APPLICABLE RULES: UPPER LATEST VERSION.
8.12.3 L/C EXPIRY DATE: 30 DAYS AFTER LATEST SHIPMENT DATE.
8.12.4 PRESENTATION OF DOCUMENTS LATER THAN 21 DAYS AFTER ISSUE OF
THE TRANSPORTATION DOCUMENTS IS ACCEPTABLE BUT WITHIN THE VALIDITY OF THE CREDIT.
8.12.5 MINOR SPELLING MISTAKES AND TYPOGRAPHICAL ERROR WILL NOT BE
8.12.6 PARTIAL SHIPMENT NOT ALLOWED AND TRANSSHIPMENT PROHIBITED. 8.12.7 L/C TO BE FREELY NEGOTIABLE WITH ANY BANK IN VIETNAM.
8.12.8 NAME OF DOCUMENTS DIFFERENT FROM THOSE IN THE LC BUT SERVES
8.12.9 IN THE EVENT OF ALL DOCUMENTS REQUIRED IN THE LC WITH THE
EXCEPTION OF COMMERCIAL INVOICE, ARE NOT AVAILABLE WHEN download by : skknchat@gmail.com
PAYMENT IS DUE, THEN PAYMENT IS TO BE EFFECTED AGAINST
PRESENTATION OF BENEFICIARY’S SIGNED COMMERCIAL INVOICE AND
BENEFICIARY’S LETTER OF INDEMNITY FOR TEMPORARILY MISSING
8.12.11 L/C ADVISING BANK/ TT REMITTANCE BANK DETAILS:
SHIPPING DOCUMENTS
9.1 ORIGINAL CLEAN ON BOARD B/L IN TRIPLICATE;
9.2 ORIGINAL COMMERCIAL INVOICE IN TRIPLICATE;
9.5 CERTIFICATE OF ANALYSIS (C.O.A) IN TRIPLICATE;
9.6 SHIPPING ADVICE ADVISING APPLICANT OF PARTICULARS OF SHIPMENT
(COMMODITIES, NAMED VESSEL, VOYAGE NO., B/L NO., B/L DATE, ETD, ETA).
LAYTIME – 30 HOURS
The laytime permitted for the buyer at the unloading port is limited to a maximum of 10 running hours This laytime begins three hours after the Notice of Readiness (NOR) is submitted at the customary anchorage or when the vessel is all fast at the berth, whichever occurs first, provided the NOR is tendered within the three-day laycan Laytime will end upon disconnection from the host at the unloading berth Additionally, a maximum of two hours will be allocated for documentation after unloading, after which laytime will be considered to have recommenced.
10.2 ANY WAITING TIME FOR BERTHING DUE TO WEATHER CONDITIONS SHALL
BE COUNTED AS HALF OF LAYTIME OR HALF OF DEMURRAGE TIME IF THE VESSEL IS ON DEMURRAGE.
10.3 ANY ACTION LEADING TO DELAY IN WAITING FOR UNLOADING DUE TOBUYER CONDITIONS OR FAILURE TO PERFORM OBLIGATION IS COUNTED ASLAYTIME.
DEMURRAGE
When calculating laytime and demurrage, it is essential to adhere to the terms and conditions outlined in the single voyage charter party of the loading vessel, as confirmed by the buyer during nomination Any time spent at the unloading port that exceeds the specified laytime will be classified as demurrage, for which the buyer is responsible for payment in USD to the seller Claims for demurrage, along with supporting documentation, must be submitted within 60 days following the completion of unloading.
PERFORMING VESSEL
The buyer is responsible for nominating the carrier tasked with shipping fresh seafood, ensuring the vessel is suitable for transportation Should the vessel's condition or capability impact the quality of the commodities, any liability will be addressed as per the contract established between the buyer and the carrier.
INSURANCE
NEITHER PARTIES HAS ANY OBLIGATION TO MAKE A CONTRACT OF INSURANCE.
GOVERNING LAW AND ARBITRATION
14.1 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF COMMODITIES, 2010 (CISG).
14.2ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL BE SETTLED AMICABLY BY THE PARTIES. download by : skknchat@gmail.com
In the event that the contracting parties cannot reach an amicable settlement of a dispute within 60 days of its occurrence, the matter will be submitted to the Arbitration Chamber of the Ho Chi Minh City Chamber of Commerce for resolution A panel consisting of three arbitrators will be established, with each party appointing one arbitrator and both parties jointly selecting a third arbitrator to serve as the panel's president The decision made by the arbitration panel will be final and binding on both parties.
14.4 THE LOSING PARTY SHALL BEAR ALL COSTS AND EXPENSES OF ARBITRATION PROCEEDINGS INCLUDING LEGAL FEES.
14.5 THE LANGUAGE TO BE USED IN THE ARBITRATION SHALL BE ENGLISH.
DELIVERY OF TITLE AND RISK
The risk of loss for the commodities transfers to the buyer once the goods are loaded onto the vessel's cargo intake at the loading port Consequently, the buyer cannot reject any commodities after this risk has been assumed.
The seller is not liable for any loss or damage to the commodities resulting from the delivery location's condition or any actions, defaults, or omissions by the buyer or their representatives.
Despite the transfer of risk in the commodities to the buyer, ownership will not be transferred until the seller has received full payment in cash or cleared funds for the commodities and any other amounts owed by the buyer.
Until the title of the commodities is transferred to the buyer, the buyer must hold the commodities in a fiduciary capacity as the seller's bailee The buyer is required to store the commodities separately from other goods, ensuring they are easily identifiable as the seller's property Additionally, the buyer must maintain the commodities in satisfactory condition.
THE COMMODITIES INSURED ON THE SELLER’S BEHALF FOR THEIR FULL download by : skknchat@gmail.com
The buyer must secure the price against all risks and promptly inform the seller if the commodities are affected by any events specified in Clause 9 However, the buyer retains the right to resell or utilize the commodities in the normal course of business.
If, prior to the title transfer of the commodities to the buyer, any events outlined in Clause 15.6 occur or if the seller has reasonable grounds to believe such an event is imminent, the seller must notify the buyer This is applicable as long as the commodities have not been resold or permanently integrated into other commodities, and it does not restrict any additional rights the seller may have.
OR REMEDY THE SELLER MAY HAVE, THE SELLER MAY AT ANY TIME REQUIRE THE BUYER TO DELIVER UP THE COMMODITIES AND, IF THE BUYER FAILS TO
DO SO PROMPTLY, ENTER ANY PREMISES OF THE BUYER OR OF ANY THIRD PARTY WHERE THE COMMODITIES ARE STORED, IN ORDER TO RECOVER THEM.
15.6 THE BUYER’S RIGHT TO POSSESSION OF THE COMMODITIES SHALL BE TERMINATED IMMEDIATELY IF:
15.6.1 THE BUYER MAKES ANY VOLUNTARY ARRANGEMENT WITH ITS
When a company faces financial difficulties and is unable to meet its debt obligations, it may propose a Company Voluntary Arrangement (CVA) or enter into administration If the situation worsens, the company can apply to the court to suspend enforcement actions against it In cases where the company cannot recover, it may go into liquidation or become insolvent, potentially entering a trust deed or voluntary arrangement to benefit its creditors.
AN INDIVIDUAL OR FIRM), OR IF THE EQUIVALENT OCCURS UNDER ANY JURISDICTION; OR
15.6.2 AN ENCUMBRANCER TAKES POSSESSION OF, OR A RECEIVER OR
ADMINISTRATIVE RECEIVER IS APPOINTED OVER, ANY OF THE PROPERTY
OR ASSETS OF THE BUYER; OR
15.6.3 THE BUYER SUSPENDS ANY PAYMENTS HEREUNDER OR CEASES, OR
THREATENS TO CEASE, TO CARRY ON BUSINESS; OR
15.6.4 THE COMPANY REASONABLY CONSIDERS THAT ANY OF THE EVENTS
MENTIONED ABOVE IS ABOUT TO OCCUR IN RELATION TO THE BUYER AND NOTIFIES THE BUYER ACCORDINGLY; download by : skknchat@gmail.com
The Seller retains the exclusive right to determine whether to reclaim the commodities from the Buyer if any conditions outlined in Clause 15.6 are met.
TO ENFORCE THE BUYER’S OBLIGATION TO MAKE PAYMENT OF THE
15.8ON TERMINATION OF THE CONTRACT, HOWSOEVER CAUSED, THE SELLER’S (BUT NOT THE BUYER’S) RIGHTS CONTAINED IN THIS CLAUSE DELIVERY OF TITLE AND RISK SHALL REMAIN IN EFFECT.
In situations where the seller cannot identify which specific commodities are subject to the buyer's terminated right of possession, it is assumed that the buyer has sold all commodities of the same type purchased from the seller, following the sequence of their invoicing.
DESTINATION
THE COMMODITIES DELIVERED UNDER THIS CONTRACT SHALL NOT BE IMPORTED BY ITSELF OR OTHER (WHETHER BY SHIPMENT OR TRANSSHIPMENT)
TO ANY DESTINATION PROHIBITED UNDER THE LAWS OF THE COUNTRY INWHICH THE COMMODITIES WAS PRODUCED OR THE LAWS OF EU.
FORCE MAJEURE
Neither the seller nor the buyer shall be held responsible for any delays or failures in fulfilling their obligations under this agreement due to unforeseen events or circumstances.
In situations where a matter or event is beyond the reasonable control of a party, or where there is no fault or negligence on their part, the state of affairs may be considered as a valid reason for relief.
(“EVEN OF FORCE MAJEURE”) INCLUDING BUT NOT LIMITED TO:
17.1.3 ACTS OF ANY GOVERNMENT, PRICE OR RULER IN ITS SOVEREIGN
CAPACITY download by : skknchat@gmail.com
17.1.4 GOVERNMENT RESTRICTIONS OR CONTROLS ON EXPORTS, IMPORTS,
MINING OR FOREIGN EXCHANGE, IMPOSITION OF EXPORT TAX
17.1.5 WARS, RIOTS FIRES, FLOODS INCLUDING RISING IN RIVER WATERS,
WINDS, EARTHQUAKES, TSUNAMIS, OR INCLEMENT WEATHER
17.1.7 STRIKES, LOCKOUTS, INDUSTRIAL DISPUTES, SHORTAGE OF LABOR, AND
17.1.8 BREAKDOWN OR EMBARGOES AT THE MINE, LOADING FACILITIES, ROAD
Transport, including barge and ocean transport, is subject to disruptions caused by breakdowns or embargoes, except when these issues arise from intentional actions or omissions by the party involved in the management of its business operations.
17.2THE PARTY WHOSE PERFORMANCE IS SO PREVENTED OR DELAYED SHALL PROMPTLY AFTER RECEIVING NOTICE OF THE OCCURRENCE OF THE EVENT
In the event of a force majeure, the affected party must promptly notify the other party, detailing the nature of the force majeure event and its impact on performance This notification should include any available supporting evidence Additionally, the affected party is required to take reasonable measures to mitigate the effects and resume performance with minimal delays and losses.
17.3 IF ANY EVENT OF FORCE MAJEURE SHALL HAVE CONTINUED FOR THIRTY
If shipments are delayed beyond the original shipping period by 30 days, the parties involved will meet to discuss the possibility of canceling the affected shipments If an event of force majeure prevents one party from proceeding, the unaffected party may cancel the undelivered quantities by sending a cancellation notice via email or facsimile, followed by confirmation through registered mail within 15 days after the 30-day period ends.
LIMITATION OF LIABILITY
18.1 NOTHING IN THESE TERMS AND CONDITIONS SHALL LIMIT OR EXCLUDE THE
SELLER’S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY download by : skknchat@gmail.com
The seller's liability cannot be excluded or limited in cases of negligence, fraudulent misrepresentation, or any other circumstances where such exclusion would be unlawful.
18.2.1 THE SELLER SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO THE BUYER,
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OF BUYERS, LOSS
OF REPUTATION OR ANY INDIRECT OR CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION WITH THE CONTRACT;
18.2.2 IN RESPECT OF DAMAGED OR OTHERWISE DEFECTIVE COMMODITIES,
THE SELLER’S LIABILITY SHALL BE LIMITED TO REPLACING THE WHOLE
OR ANY PART OF THE RESPECTIVE COMMODITIES OR, AT THE SELLER’S OPTION, REFUNDING OR CREDITING THE PURCHASE PRICE OR A PRORATED PORTION OF THE PURCHASE PRICE.
18.2.3 IN ALL OTHER CIRCUMSTANCES, THE SELLER’S TOTAL LIABILITY TO THE
BUYER IN RESPECT OF ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH A CONTRACT SHALL IN NO CIRCUMSTANCES EXCEED THE VALUE OF THE ORDER TO WHICH THE CONTRACT RELATES.
18.3 SUBJECT TO CLAUSE 18.1, THE SELLER SHALL NOT BE LIABLE FOR ANY LOSSES, EXPENSES, CLAIMS OR DAMAGES SUFFERED OR INCURRED BY THE BUYER (OR ANY THIRD PARTY):
18.3.1 TO THE EXTENT THEY ARISE AS A CONSEQUENCE OF ANY DAMAGE OR
DEFECT IN A COMMODITIES WHICH WAS CAUSED BY ITS UNSATISFACTORY STORAGE, TREATMENT, OR HANDLING (OTHER THAN
BY THE SELLER OR ITS REPRESENTATIVES) OR ANY ACT OR OMISSION
ON THE PART OF THE BUYER OR ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES;
18.3.2 RELATING TO DAMAGED OR DEFECTIVE COMMODITIES WHERE THE
DAMAGE OR DEFECT OUGHT REASONABLY TO HAVE BEEN NOTICEABLE
AT THE TIME OF DELIVERY, AND THE DAMAGE OR DEFECT IS NOT REPORTED TO THE SELLER IN ACCORDANCE WITH CLAUSE 15.6 ; download by : skknchat@gmail.com
18.3.3 CLAIMS NOT NOTIFIED TO THE SELLER WITHIN 3 MONTHS OF THE
RESPECTIVE INVOICE (OR, IF LATER, WHEN THE BUYER BECAME AWARE,
OR OUGHT REASONABLY TO HAVE BECOME AWARE, OF THE CLAIM).
PERFORMANCE COMMITMENTS
If the buyer fails to purchase any or all of the commodities for reasons other than a force majeure event or seller's omission, the buyer will be responsible for covering the reasonable excess costs incurred for the disposal of those commodities, compared to the prices outlined in this agreement.
ASSIGNMENT
Neither party is permitted to transfer any rights or obligations outlined in this contract without obtaining prior written consent from the other party This contract will be binding and will benefit both parties involved.
SEVERABILITY
IF INDIVIDUAL PROVISIONS OF THIS CONTRACT ARE DETERMINED BY AN AUTHORITY WITH DUE JURISDICTION TO BE LEGALLY INVALID, VOID OR UNENFORCEABLE, SUCH SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
The parties agree that if any provision of this contract is found to be invalid, void, or unenforceable, they will replace it with a valid and enforceable provision that closely aligns with the original provision's commercial intent.
22.1 UNLESS OTHERWISE AGREED UNDER THIS CONTRACT, INCOTERMS 2020
PLUS LATEST AMENDMENTS FOR FCA SALES SHALL APPLY TO THIS
CONTRACT. download by : skknchat@gmail.com
22.2NOTWITHSTANDING ANYTHING TO THE CONTRARY, THIS CONTRACT SHALL NOT BE INTERPRETED OR APPLIED SO AS TO REQUIRE EITHER PARTY TO DO,
OR REFRAIN FROM DOING, ANYTHING, WHICH WOULD CONSTITUTE A VIOLATION OF THE LAWS AND REGULATIONS OF VIETNAM OR NETHERLANDS.
We are excited to finalize this agreement with the buyer and expect all details to remain private and confidential Kindly confirm your acceptance of the terms and conditions by replying via telex, fax, or email If we do not receive confirmation by 20/10/2021, the terms outlined in this contract will be considered accepted.
THE SELLER (STAMP AND SIGNATURE) THE BUYER (STAMP AND SIGNATURE)
POSITION: POSITION: download by : skknchat@gmail.com
EXPLANATORY NOTE TO THE CONTRACT download by : skknchat@gmail.com
EXPLANATORY NOTE TO SALE CONTRACT
SELLER NAME: D5 SEAFOOD LIMITED COMPANY
ADDRESS: 15, D5 STREET, WARD 25, BINH THANH DISTRICT, HCMC, VIETNAM.
REPRESENTED BY: MR LÊ MINH TÂM
EMAIL: TAMLM3@SEAFOODD5.COM.VN
BUYER NAME: SEAFOOD KING EU B.V.
ADDRESS: 4TH FLOOR, RENTMEESTERSTRAAT 60, 1315JS ALMERE, THE NETHERLANDS. TEL: +31 36 750208
REPRESENTED BY: MR DIEDERIK VAN DEN BERG
August 2021, Ho Chi Minh City download by : skknchat@gmail.com
THIS DOCUMENT DESCRIBES THE PROPOSED STRUCTURE AND CONTENT OF THE SALE CONRACT OF SEAFOOD, CONTRACT NO: _, ON A SECTION-BY- SECTION BASIS.
THE FOLLOWING IS THE DESCRIPTION OF THE CONTRACT AND THE FUNCTION
OF EACH SECTION, INCLUDING THE GENERAL FUNCTIONALITY OF THE SECTION AND ANY OTHER IMPORTANT POINTS.
THIS SECTION PROVIDES THE BASIC INFORMATION OF THE SELLER AND THAT
OF THE SELLER’S REPRESENTATIVE, INCLUDING NAME, MEANS OF
THIS SECTION PROVIDES THE BASIC INFORMATION OF THE BUYER AND THAT OF THE BUYER’S REPRESENTATIVE, INCLUDING NAME, MEANS OF CONTACT,ETC.
2.3.1 THIS SECTION PROVIDES THE BASIC INFORMATION OF THE COMMODITIES,
WHICH ARE PD SHRIMP AND PD TUNA, INCLUDING:
2.3.2 THIS SECTION ALSO CONTAINS INFORMATION REGARDING THE STATED
To ensure commodities are suitable for export to the EU, it is essential to maintain high quality and obtain relevant certificates These documents serve as proof that the products meet the necessary conditions and standards required by EU regulations (VASEP, 2021).
THIS SECTION DISCLOSES THE PACKAGING AND MARKING RESPONSIBILITY OF THE SELLER, ALONG WITH THE REQUIREMENTS OF SUITABLE PACKAGING AND MARKING.
2.5 PRICE AND MODE OF DELIVERY:
This section outlines the pricing details, including the currency used, the calculation method, and the total price expressed in both numerical and written form Additionally, it specifies that both the buyer and seller acknowledge their responsibility for any costs incurred due to the inability to provide documentary credit as stipulated in this contract.
To facilitate payment and prevent additional costs, both parties must supply the required documents Furthermore, Clause 5.7 specifies that the quoted price does not include any additional fees or taxes.
This section outlines the exact locations for loading and unloading commodities, detailing the buyer's responsibilities Additionally, it specifies the timing for both loading and delivery.
THIS SECTION SETS OUT THE DETERMINATION OF QUANITY AND QUALITY OF THE COMMODITY.
CLAUSE 7.1 STIPULATES WHO PAYS THE COST FOR THE INDEPENDENCE INSPECTOR: THE SELLER THIS HELP ENSURES THAT THE PRODUCT MEETS BOTH THE BUYER AND THE SELLER STANDARDS BEFORE SHIPPING.
A warranty represents a strong commitment from the seller, ensuring that all commodities are safe for human consumption and comply with EU food safety standards, as outlined in clauses 7.2 and 7.3 If the seller fails to uphold this promise, the buyer can invoke clause 7.4 by notifying the seller of any defects, allowing the seller the chance to conduct a quality inspection, in accordance with clause 7.5.
WHERE IT’S THE BUYER RESPONSIBILITY TO MAKE THE COMMODITIES DAMAGE
BY NOT FOLLOWING THE SELLER INSTRUCTION, THEN THE SELLER WILL download by : skknchat@gmail.com
CHOOSE TO REFUND OR REPLACE THE COMMODITIES WHERE ELSE, IN CLAUSE 7.6, SELLER IS NOT RESPONSIBLE FOR THOSE DAMAGED COMMODITIES.
THIS SECTION DESCRIBES THE PAYMENT METHOD AND EACH PARTY’S LIABILITY IN THIS CONTRACT.
Clause 8.2 specifies that the selected payment method is an irrevocable documentary standby letter of credit, which must be accompanied by any necessary documentation and pertinent information related to this payment method This section also outlines the conditions associated with the letter of credit.
Clause 8.3 establishes a deadline for receiving the Letter of Credit (L/C) to ensure commitment from all parties involved, while Clause 8.4 outlines the costs the buyer will incur if an acceptable L/C is not provided.
IN ADDITION, THE SECTIONS OF 8.5, 8.6, 8.7, 8.9 ENTAIL OTHER INCIDENTS THAT MIGHT AFFECT PAYMENT AND THE AGREED SOLUTION OR COMPENSATION TO THESE POTENTIAL INCIDENTS, THUS AVOIDING ANY CONFUSION AND POTENTIAL CONFLICT.
CLAUSE 8.8 INDICATE THE INTEREST CALCULATED IF THE BUYER HAS ANY DUE AMOUNT.
CLAUSE 8.10 AND 8.11 WOULD CLEARLY STATE THE RESPONSIBILITY OF THE BUYER TO FOLLOW CLAUSE 8 OF PAYMENT TO ITS ENTIRETY AND THE CONSEQUENCE OF VIOLATING THIS CLAUSE.
This section outlines the essential shipping documents needed for this contract, emphasizing that most documents must be submitted in triplicate This requirement ensures that all parties involved have consistent information, promoting clarity and accuracy throughout the shipping process.
THIS SECTION CONTAINS THE DETAILS ABOUT LAYTIME ALLOWED FOR THE BUYER.
This section addresses the unique requirements of seafood transportation The allotted 10 hours of laytime ensures that fish remain fresh and alive upon arrival at the unloading port.
Laytime will commence three hours after the Notice of Readiness is submitted In cases of prolonged adverse weather conditions, this laytime can be extended by an additional 20 hours.
THIS SECTION SPECIFIES THE CALCULATION AND CONVERSION OF ANY AMOUNT OF TIME EXCEEDING THE LAYTOME INTO MONETARY VALUE THIS IS
TO STIMULATE THE BUYER TO FOLLOW THE LAYTIME AGREED ACCORDINGLY.
THIS SECTION DETAILS THE BUYER’S RESPONSIBILITY TO FIND A VESSEL SUITABLE TO TRANSFER THE COMMODITIES.
THIS SECTION INDICATES THAT NEITHER THE SELLER NOR BUYER HAS ANY REPONSIBILITY TO PURCHASE AN INSURANCE, IN COMPLIANCE WITH THE SHIPPING TERMS FOR THE FCA INCOTERMS 2020.
THIS SECTION PROVIDES INFORMATION REGARDING THE GOVERNING LAW AND HOW CONFLICT AND DISPUTE WILL BE SETTLED LEGALLY.
In the event of a dispute, the parties agree to govern the matter under the CISG (1980) Should issues arise that exceed the terms of the agreement, both the seller and buyer are required to amicably resolve the matter within 60 days If a resolution is not achieved within this timeframe and the dispute surpasses the regulations of the CISG, the parties will seek the assistance of a third party They also consent to utilize the arbitration services of the Ho Chi Minh City Chamber for resolution.
OF COMMERCE FOR FINAL SETTLEMENT A THIRD-PARTY DECISION IS ALSO A DECISION THAT SHALL BE FINAL AND BINDING
2.15 DELIVERY OF TITLE AND RISK
This section outlines the critical moment when the risk and loss of commodities shift from the seller to the buyer, detailing the responsibilities of both parties before and after the transfer of title and risk Additionally, it clarifies when the buyer's right to possession ends and the subsequent implications For further details, this section is available for download at skknchat@gmail.com.
CLEARLY DEFINE THAT MOMENT IN ORDER TO AVOID ANY FUTURE CONFLICT AND DISPUTE BETWEEN THE PARTIES.
THIS SECTION REQUIRES THE BUYER TO PROVIDE A LOCATION THAT IS NOT PROHIBITED UNDER THE LAWS OF BOTH PARTIES’ NATIONS, SO AS TO MITIGATE ANY LEGAL RISK.
THIS SECTION LISTS THE APPROVED FORCE MAJEURES AND EACH PARTY’S RESPONSIBILITY IN THE EVENT OF THE HAPPENING OF ONE.
Clause 18.1 outlines the procedures to follow in the event of a force majeure, such as lightning strikes or arson, which are circumstances beyond the control of both the seller and the buyer Neither party will be held liable for issues arising from such events, including death or actions beyond reasonable control The affected party must inform the other party of the situation and its impacts, providing evidence and proposing steps to mitigate damages Additionally, Clause 18.3 addresses situations where a force majeure event persists for thirty (30) days beyond the original shipping period, requiring both parties to meet and discuss the potential cancellation of related shipments The unaffected party may cancel any undelivered quantities by sending a notice via email or fax, followed by a confirmation by mail within fifteen (15) days after the thirty (30) day period concludes.
THIS SECTION DETAILS THE LIMITATION TO THE LIABILITY OF THE SELLER.
Clause 19.1 establishes that the seller is liable for any death or personal injury affecting their personnel and those for whom they are accountable under this contract, regardless of the cause.
OR NOT CAUSE BY THE NEGLIGENCE OF THE BUYER, OR THOSE ENTITIES FOR WHOM THE BUYER RESPONSIBLE UNDER THIS CONTRACT THIS IS ALSO download by : skknchat@gmail.com
APPLIED THE SAME FOR FRAUD OR FRAUDULENT MISREPRESENTATION AND ANY OTHER MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR THE SELLER TO EXCLUDE OR LIMIT LIABILITY.
Clause 19.2 aims to inform the buyer about what to expect in the event of loss or damage Additionally, Clause 19.3 introduces an exception to the general rule that the seller is not liable for any losses, expenses, or claims.
SAMPLE OF LETTER OF CREDIT (L/C) download by : skknchat@gmail.com
Must be issued on bank letterhead Must be bank issued
IRREVOCABLE STANDBY LETTER OF CREDIT #
PLACE AND DATE OF ISSUE:
EXPIRATION DATE/PLACE: 30 days after latest shipment date.
We hereby establish our irrevocable letter of credit no… In your favor for the account of … Up to the aggregate amount of USD $ (Amount written out)
Payment is available upon presentation of Beneficiary’s drafts at sight drawn on Bank Name, Bank
Address, bearing the clause: “Drawn under Bank Name, Credit No. _”, accompanied by the necessary documents:
+ Original Commercial Invoice in triplicate
+ Original Clean On board B/L in triplicate download by : skknchat@gmail.com
+ Certificate of Analysis (C.O.A) in triplicate
+ Shipping Advice Advising applicant of particulars shipment (Commodity Named vessel, Voyage No., B/L No., B/L Date, ETD, ETA).
We assure you that drafts prepared in accordance with the credit terms will be honored upon presentation, provided they are submitted on or before the expiration date.
This Irrevocable Standby L/C is subject to Uniform Customs and Practice for Documentary Credit (UCP) instruments in accordance with the International Chamber of Commerce (ICC) Publication no.600 (Latest Edition).
In the case of a draw on this letter of credit, the Beneficiary must submit the original letter of credit along with any amendments made after its issuance, as well as all other documents specified by the crediting institution.
Issuing Bank and Authorized signature,
Issuing Bank signature Authorized signature download by : skknchat@gmail.com