Import custom procedures in Vietnam and Analysis of import documents of Ngoc Diep Window Joint Stock company

FOREIGN TRADE UNIVERSITY SCHOOL OF ECONOMICS AND INTERNATIONAL BUSINESS _ _ _ _ _ _ _ÔÔÔ_ _ _ _ _ _ MID-TERM EXAMINATION Subject: International trade transaction Subject code: TMAE302.1 Topic: Import custom procedures in Vietnam and Analysis of import documents of Ngoc Diep Window Joint Stock company Group: STT Full name Student ID Phạm Tiến Long 2014530007 Trần Hoàng Mai 2013530016 Đinh Ngọc Mai 2012150057 Nguyễn Quỳnh Mai 2014150224 Nguyễn Tiến Mạnh 2013530017 Hà Đăng Bảo Minh 2013150033 Dương Hoàng Minh 2013550020 Ha Noi, September 2022 TABLE OF CONTENT TABLE OF CONTENT INTRODUCTION CHAPTER 1: THEORY OF COMMERCIAL CONTRACTS IN INTERNATIONAL TRANSACTIONS The theory of commercial contracts in international transactions Overview of NGOC DIEP WINDOW JOINT STOCK COMPANY Overview of SUMITOMO CORPORATION ASIA AND OCEANIA PTE LTD CHAPTER 2: ANALYSIS OF THE SALES CONTRACT General information Terms and conditions of the contract 11 Brief conclusion of term and conditions 18 CHAPTER 3: ANALYSIS OF IMPORT DOCUMENTS OF NGOC DIEP WINDOW JOINT STOCK COMPANY 20 Commercial invoice 20 Packing list 25 Bill of lading (B/L) 29 Insurance documents 36 Certificate of Analysis 39 Customs declaration 41 Application of letter of credit 48 Arrival Notice 50 Certificate of Origin 51 CHAPTER 4: CONTRACT PERFORMANCE PROCESS 56 Obtain permission to import 56 Carry out procedures under payment obligations 56 Renting a means of transport 59 Buy insurance 59 Receiving goods 61 Import customs clearance 62 Inspection and inspection of goods 64 Complaints and complaint resolution (if any) 65 CONCLUSION 67 REFERENCE 68 INTRODUCTION Today, for most countries in the world, opening the economy, integrating and developing trade with foreign countries is an essential thing to help the country progress and catch up with the world Economic globalization has led to the development of international trade, which has made the cross-border trade and exchange of goods increasing in both frequency and scale In international commercial transactions, one of the most important contents is the commercial contract, which proves the agreement between the two buying and selling parties and the provisions on the rights and obligations of each party to ensure smooth transactions However, the differences in legal systems between countries have made international contracts more complicated than domestic contracts For this reason, a very thorough study of contracts and necessary documents accompanying each international commercial transaction is imperative for businesses Recognizing the importance of international commercial contracts, our group of chose to study the topic “Import custom procedures in Vietnam and Analysis of import documents of Ngoc Diep Window Joint Stock company” including main chapters: - Chapter 1: Theory of commercial contracts in international transactions - Chapter 2: Analysis of the contract - Chapter 3: Analysis of import documents of Ngoc Diep Window Joint Stock company - Chapter 4: Contract performance process In the process of researching the topic, because of limited knowledge, it is difficult to avoid shortcomings in the report Our team is looking forward to receiving your comments to make the essay more complete We sincerly thank you! CHAPTER 1: THEORY OF COMMERCIAL CONTRACTS IN INTERNATIONAL TRANSACTIONS The theory of commercial contracts in international transactions 1.1 Definition According to Apolat Legal, a contract for international sale and purchase of goods is an agreement between the parties in an international sale and purchase of goods’ transaction; the parties directly establish and adjust the legitimate rights and obligations of the seller and the buyer in such specific international sale and purchase of goods Besides, according to Article of the Vienna Convention 1980 on Contracts for the International Sale of Goods (“CISG”) which Vietnam as CISG member, the element to determine the internationality in a contract for international sale and purchase of goods is based on a criterion of “places of business of contracting parties are in different States” In Vietnam, Commercial Law 2005 does not provide a specific definition for the concept of the international sale and purchase contract of goods Instead, the law only lists out commercial activities that are deemed to be international sale and purchase of goods Accordingly, Article 27 of the Vietnam Commercial Law 2005 stipulates international sale and purchase of goods including forms of export, import, temporary import for reexport, temporary export for re-import, and transfer through border-gates Point 1, Article 2, Circular 39/2015/TT-BTC dated March 25, 2015 of the Ministry of Finance defines: A goods sale and purchase contract is an agreement to buy and sell goods made in writing or in other forms documents with equivalent value to text include telegraph, telex, fax, and data messages In which, the seller is obliged to deliver the goods, transfer the ownership of the goods to the buyer and receive payment; the buyer is obliged to pay the seller, receive the goods and take ownership of the goods as agreed; goods are transferred from the seller to the buyer, through a Vietnamese border gate or border, or from a non-tariff zone into the domestic market or from the domestic market into a non-tariff zone 1.2 Characteristics An international commercial contract has the following basic characteristics: The subject of the international trade contractual relationship has a commercial place in different countries or has different places of residence This is the most important feature of international sales contracts The subject matter of the contract is the goods being moved from one jurisdiction to another Usually, the object of an international commercial contract is goods that are transported across the borders of a country, however, in many cases, goods that not need to cross national borders are still considered international trading activities such as goods brought out, brought into non-tariff zones, tax-suspension warehouses, and bonded warehouses Payment currency is the foreign currency for one or both parties Sources of governing law: Diversified, complex, governed by many different legal systems such as international trade treaties, international commercial practices, case law, precedent, national law, etc 1.3 Conditions of contract validity Conditions for the validity of an international goods sale and purchase contract include • Subject of contract: buyer and seller must have full legal status • The object of the contract that are allowed to be bought and sold in accordance with the law • The content of the contract must include the main terms that Vietnamese law requires Usually, the main terms of the contract include Name of the goods, quantity, quality/quality, price, payment method, and delivery • Form of contract: in writing or in another form of equivalent value: telegraph, telex, fax, data message Clause 2, Article 27 of the Commercial Law stipulates: “International sale and purchase of goods shall be conducted on the basis of written contracts or other forms of equal legal validity” 1.4 Layout of a contract in international commercial transactions Heading • Contract title: usually “Contract”, “Sales contract” • Contract number and symbol • Contract signing time Information section and contract subject • Name of unit: state both full name and abbreviated name (if any) • Unit address • Phone numbers: Fax, phone, email • Account number and bank name • Representative to sign the contract: it is necessary to specify the name and position of the representative Main content of the contract A complete contract usually includes the following 14 clauses: • Term 1: Terms of goods name • Term 2: Terms of quantity/volume • Term 3: Quality Terms • Term 4: Terms of packaging - sign code • Term 5: Delivery Terms • Term 6: Price Terms • Term 7: Packing and Marking • Term 8: Complaint Terms • Term 9: Arbitration Clause • Term 10: Force majeure clause • Term 11: Provisions on sanctions for breach of contract • Term 12: Terms of law applicable to the contract • Term 13: Difficulties and obstacles clauses • Term 14: Terms when the contract takes effect The last part of the contract • How many copies is the contract made? • What form of contract? • Language of the contract • Effective date of the contract Overview of NGOC DIEP WINDOW JOINT STOCK COMPANY Overview of company Corporation name: CÔNG TY CỔ PHẦN NHÔM NGỌC DIỆP International name: NGOC DIEP JOINT STOCK COMPANY Trading name: Ngoc Diep.,JSC Address: Road 206, Area B, Pho Noi A Industrial Park, Lac Hong Commune, Van Lam, Hung Yen Province Tax code: 0900268793 Representative: Mr Tran Huu Quang Telephone: 03213997571 Type of business joint stock company Status: Active (Issuance of a certificate of tax registration) - Ngoc Diep Window Joint Stock Company is one of the member companies of Ngoc Diep Group with a DINOSTAR branded aluminum factory built in Pho Noi A industrial park, Van Lam, Hung Yen with an area of area up to 120,000 m2 Ngoc Diep Window Joint Stock Company provides the market with the main product lines: - Construction aluminum (aluminum profile bar) used as door frames, wall frames, shutters, rolling door spokes…, aimed at customers who are agents across the country - Industrial aluminum with customers mainly automobile, computer, electronic equipment factories… - Aluminum profiles: designed and manufactured according to customer needs - Billet: series 6000, series 7000… with sizes of inches, inches, inches As a factory with the highest automation rate in the country, synchronously from billet refining and casting to finished products, with a management system according to ISO 9001-2015, ISO 14001-2015, Ngoc Diep is committed to provide customers with high quality, environmentally friendly products at reasonable prices Overview of Coporation: Starting from the center of the office, home, and school furniture since 1996, Ngoc Diep in turn expanded into the fields of Carton Packaging (1998), Doors (2010), Aluminum (2016) In 2017, Ngoc Diep was restructured according to the Group model, in which Ngoc Diep Group Joint Stock Company played the role of the parent company and member companies Ngoc Diep Group includes member companies: Ngoc Diep Trading and Production Company Limited; Ngoc Diep Joint Stock Company; Ngoc Diep Door Joint Stock Company and Ngoc Diep Aluminum Joint Stock Company Ngoc Diep is one of the leading corporations in manufacturing and supplying Furniture, Packaging, Aluminum doors - plastic doors - facade walls, Industrial aluminum - Construction aluminum The Group's products are present in all 63 provinces and cities Overview of SUMITOMO CORPORATION ASIA AND OCEANIA PTE LTD Corporate name: Sumitomo Corporation Asia & Oceania Pte Ltd Head office address: 182 Cecil Street, #22-01 Frasers Tower, Singapore Telephone: +65-6533-7722 Fax: +65-6538-6176 Overview: Sumitomo Corporation Asia & Oceania Group is a leading integrated trading and investment solutions provider They are an integral member of the Sumitomo Corporation Group, a key player in the global exchange of goods, services and technology Their businesses span diverse industries such as metal products, transportation and construction systems, automotive, automotive finance and services, environment and infrastructure, food, materials, real estate, media, lifestyle, mineral resources, energy, chemicals and electronics CHAPTER 2: ANALYSIS OF THE SALES CONTRACT General information The sales contract for aluminum billets between SUMITOMO CORPORATION ASIA & OCEANIA PTE LTD and NGOC DIEP WINDOW JOINT STOCK COMPANY was an international commercial contract created in text form, signed by both parties on a mutual agreement basis where the seller agrees to sell, the buyer agrees to buy, with no constraint, fraud or misconceptions The contract was composed clearly, legally and included all basic information involving international trade of goods The contract consists of the following parts: - Contract title - Contract No and Date - Information of parties involved - Terms and conditions - Confirmation in signature and stamps by involved parties 1.1 Title, No and Date of said contract: - Title: Sales contract - No: SHZHN17.0835 - Date: 11 December 2017 Comment: The contract has a clear title, with adequate information about the contract number and date of signing The contract number aids parties in seeking for said contract for reference The date of signing informs involved parties of the date at which the contract takes effect 1.2 Hosts of the contract SELLER: - Company name: SUMITOMO CORPORATION ASIA & OCEANIA PTE LTD - Trade name: SUMITOMO CORPORATION ASIA & OCEANIA PTE LTD - Address: 60 Anson road, #04-01/04 & #05-01/04, Mapletree Anson, Singapore - Telephone: 6533-7722 - Fax: 6533-9693 BUYER: - Company name: Công ty cổ phần Ngọc Diệp - International name: NGOC DIEP WINDOW JOINT STOCK COMPANY - Trade name: NGOC DIEP WINDOW JOINT STOCK COMPANY - Address: Road 206, Sector B, Pho Noi A Industrial Zone, Van Lam, Hung Yen Province, Vietnam Comment: - According to article of Commerce Law, No 36/2005/QH11 and Decree 13/CP2013 about the right to participate in export-import businesses, both parties are considered legal and allowed to engage in import-export businesses, as legally-recognized corporations, having no disadvantages in import-export operations - This sales contract was signed by two parties, both of which are legally qualified, authorized by government officials and based in different countries being Singapore (seller) and Vietnam (buyer) The contract has included information of both parties including the address but not including the buyer’s contacts 1.3 Subject of the contract - Subject: Primary Homogenized Aluminum Billet 6063 Comment: - The subject of the contract is not included in the prohibited goods catalog, not classified as conditioned goods for import-export The subject is considered 10 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 ... Ngoc Diep Joint Stock Company; Ngoc Diep Door Joint Stock Company and Ngoc Diep Aluminum Joint Stock Company Ngoc Diep is one of the leading corporations in manufacturing and supplying Furniture,... group of chose to study the topic ? ?Import custom procedures in Vietnam and Analysis of import documents of Ngoc Diep Window Joint Stock company? ?? including main chapters: - Chapter 1: Theory of commercial... 03213997571 Type of business joint stock company Status: Active (Issuance of a certificate of tax registration) - Ngoc Diep Window Joint Stock Company is one of the member companies of Ngoc Diep Group