Final project CONTRACT TRANSLATION ORIGINAL ENGLISH CONTRACT 1

MINISTRY OF EDUCATION AND TRAINING HO CHI MINH CITY UNIVERSITY OF TECHNOLOGY AND EDUCATION FACULTY OF FOREIGN LANGUAGES Final Project CONTRACT TRANSLATION Instructor NGUYỄN NGỌC THẢO (MA) Group members and student IDs: Bùi Linh Chi 20131098 Phạm Thị Thanh Kiều 20131141 Phan Tấn Lộc 20131146 Trần Thị Khánh Trâm 20131208 Trần Kim Ngân 20131155 Trần Trung Tính 20131056 Ho Chi Minh City, January 25, 2022 0 WORK DISTRIBUTION BOARD Group members Student ID Work distribution (Translation) Bùi Linh Chi 20131098 ORIGINAL ENGLISH CONTRACT Trần Trung Tính 20131056 ORIGINAL ENGLISH CONTRACT Phan Tấn Lộc 20131146 ORIGINAL ENGLISH CONTRACT Trần Thị Khánh Trâm 20131208 ORIGINAL ENGLISH CONTRACT Trần Kim Ngân 20131155 ORIGINAL VIETNAMESE CONTRACT Phạm Thị Thanh Kiều 20131141 ORIGINAL VIETNAMESE CONTRACT 0 TABLE OF CONTENTS ENGLISH – VIETNAMESE CONTRACT TRANSLATION (4 CONTRACTS) ORIGINAL ENGLISH CONTRACT ENGLISH – VIETNAMESE TRANSLATION OF CONTRACT ORIGINAL ENGLISH CONTRACT 15 ENGLISH – VIETNAMESE TRANSLATION OF CONTRACT 22 ORIGINAL ENGLISH CONTRACT 28 ENGLISH – VIETNAMESE TRANSLATION OF CONTRACT 40 ORIGINAL ENGLISH CONTRACT 51 ENGLISH – VIETNAMESE TRANSLATION OF CONTRACT 61 VIETNAMESE - ENGLISH CONTRACT TRANSLATION (2 CONTRACTS) 71 ORIGINAL VIETNAMESE CONTRACT 72 VIETNAMESE - ENGLISH TRANSLATION OF CONTRACT 82 ORIGINAL VIETNAMESE CONTRACT 92 VIETNAMESE - ENGLISH TRANSLATION OF CONTRACT 99 0 ENGLISH – VIETNAMESE CONTRACT TRANSLATION (4 CONTRACTS) 0 ORIGINAL ENGLISH CONTRACT CONTRACT FOR THE PURCHASE OF RICE Number: BETWEEN: HANOI TRADING JOINT STOCK COMPANY Address: 38-40 Le Thai To Street, Hang Trong Ward, Hoan Kiem District, Hanoi City, Vietnam Represented by Mr: Tran Dinh Viet - Director Hereinafter referred to as the Seller AND: ENTECH WORLD, INC Address: Ace Techno Tower, No 10, 12F, 196, Gasan Digital 1-ro, Geumcheongu, Seoul, South Korea Phone: +82-2-6670-5230 Represented by Mr: Byung Lib Ahn Hereinafter referred to as the Buyer The contract was made on August 16, 2018 by the buyer and seller The above parties hereby agreed that Seller shall sell and Buyer shall buy the following commodity with the following terms and conditions: NAME, QUALITY SPECIFICATION, QUANTITY: Moisture 14.00% max Whole kernel 10/10 1.00% max Broken kernel from 8/10 to whole 5.00% max kernel Broken kernel from 6.5/10 to 8/10 15.00% max Broken kernel from 3/10 to 6.5/10 75.00% max Small broken kernel C1 5.00% max Foreign matters and paddy 0.5% max Yellow kernel 2.00% max Damaged kernel 2.00% max Harvest year 2018 Broken kernel obtained from milling/polishing only 5% to 10% Goods as sample Other standards according to Vietnam's export regulations 0 1.1 Product name: 100% broken Vietnamese rice 1.2 Origin: Vietnam 1.3 Quantity: 1000 tons (+/- 5% depending on seller's choice) 1.4 Quality specifications of goods: 1.5 Pack:  Packed new, single, in white PP bags; Net weight: 50kg/bag The empty bag has a mass of 120 grams/pc  Extra 1% marked empty bag, freely supplied from the seller Packing specifications: Single PP bag, brand new, machine double-stitched at both ends The bag is harmless and odorless, suitable for rough handling and sea transportation 1.6 Mark: According to the buyer's opinion after signing the contract 1.7 Disinfection: Nam Viet Joint Stock Company PRICE: 2.1 Unit price: 385 USD/ton – according to FOB at HCMC port, Vietnam (according to Incoterms 2010) Total contract value: 385,000.00 USD (three hundred and eighty-five thousand dollars) 2.2 Invoicing: Based on the net weight stated on the Volume, Quality, and Quantity certificate at the port of loading, issued by Lavico 2.3 Local costs: Local loading port fees (including THC, seal fees, B/L fees, workers to load containers) are charged to the seller Local charges at the port of discharge are charged to the buyer PORT OF LOADING AND DELIVERY INFORMATION: 3.1 Port of Loading: Ports in Ho Chi Minh City 3.2 Port of discharge: Dakar Port in Senegal 3.3 Latest delivery date: September 2018 3.4 Partial Delivery: Not Allowed 3.5 Transport: Allowed 0 3.6 Note for delivery: After the date of departure of the vessel, the seller should notify the buyer by telex or mail of the following information: gross net weight, port of loading, vessel name, date of shipment, ETA, ETD 3.7 Free time to store Container at the yard: The seller must ask the shipping line for at least 21 days free of charge to store the Container at the yard & Container storage fee at the combined warehouse; otherwise, the seller will bear the Container storage fee at the yard and the Container storage fee in a separate warehouse for the number of free days less than 21 days PAYMENT TERMS: 4.1 Within working days after signing this contract, the buyer must open a workable and irrevocable Letter of Credit (L/C) for 90 days for 100% of the value of the quantity stated in the contract by of the top banks in Korea with the seller as the beneficiary, notified via: The Buyer's Bank Bank name: KEB Hana Bank Bank address: Seoul, South Korea Account Name: Entech World, Inc Swift code: KOEXKRSE Account number: 800-910029-18604 The Seller's Bank Bank name: Bank for Investment and Development of Vietnam BIDV - Hanoi Branch Bank address: 4B Le Thanh Tong, Hoan Kiem, Hanoi Swift code: BIDVVNVX211 Account number: 21110370017977 Beneficiary: Hanoi Trade Corporation (Hapro) Address: 38-40 Le Thai To, Hoan Kiem District, Hanoi, Vietnam 4.2 The seller will submit the following documents to the seller's bank within 21 days of the issue of the bill of lading: 1 original, copies of perfect sea waybill, stamped "PAY paid or PAY" (depends on the agreement between buyer and carrier), blank order confirmation, notify the buyer and display the total weight of the shipment 0 original commercial invoices issued by the seller based on the Certificate of Weight, Quality, and Quantity at the port of loading issued by Lavico 3 originals of detailed packing list issued by the seller, showing the total number of bags carried and the net weight of the shipment original, copies of Certificate of Origin Form E, issued by a Government agency original, and copies of phytosanitary certificates issued by Government agencies original, copies of the certificate of fumigation and killing of mosquitoes, issued by of Vietnam fumigation inspection agencies original, certified copies Weight, quality and quantity issued by Lavico original, copies of the container hygiene certificate issued by Lavico original, copies of the Heavy Metals Certificate issued by Lavico 10 originals, copies of the Tally Certificate issued by Lavico 11 originals, copies of the Pesticide Residue Certificate issued by Lavico 12 original, copies of Health Certificate issued by Lavico 13 original, copies NON-GMO Certificate issued by Lavico 14 original, copies of Annual Crop Certificate issued by Lavico 15 original, copies of Certificate of Rice Moisture on Completion issued by Lavico 16 originals, copies of the Certificate of Packaging issued by Lavico 17 Proposal fax is sent by fax\buyer proposal email with carrier name and order details (bill number, net weight, parcel total, ETD, ETA) no later than days after issuing the bill of lading 4.3 Conditions attached:  All costs within Senegal are on the terms of the buyer, and all costs outside are on the terms of the seller  The buyer will have to pay bank interest (0.35%/month) for the above letter of credit to the seller at the time of settlement  Provision +/- 5% per unit volume 0  Delivery date and date of drawing up of document must be on or after the date of signing the contract  Bill of lading must be issued by the shipping lines and show full details of the shipping agent at the port of discharge  Documents to the buyer's bank no later than 21 working days after the bill of lading insurance In the event of any risk of destruction/storage arising from late submission of documents, this is on the seller's terms INSURANCE Marine insurance for the goods is the responsibility and expense of the buyer COMMODITY INSPECTION AND CLAIM Lavico will perform an inspection at the port of shipment to confirm the quantity, quality, and packaging of the seller's goods The results of quantity and volume checks at the port by Lavico will be final and mandatory for both buyers and sellers The port of loading is where we determine the quantity/quality of goods to be shipped If necessary, the buyer can send a representative to the seller's warehouse to inspect the goods with Lavico to ensure that the quality and net weight in each bag is correct The number of bags in container will be checked by Lavico during loading into the container at the port Buyers can also appoint representatives to co-supervise this phase TAXES, LICENSES AND RE-EXPORTS  Export taxes, other taxes and export licenses in Vietnam are borne by the seller and at the seller's risk  Import duties, taxes and import permits in the country where the port of discharge is located are at the buyer's risk and responsibility Any costs or delays related to the buyer's failure to import rights shall be borne by the buyer SHIPPING CONDITIONS Shipping terms depend on the buyer's option DISPUTE SETTLEMENT In the event that a dispute arises and the Contracting Parties fail to take measures to settle any claim relating to the contract, the case shall be referred to the International Arbitration Center at the Chamber of Commerce and Industry 0 Industry Vietnam according to regulations until the dispute is resolved The decision made by the referee will be final All fees and expenses arising from the dispute shall be borne by the losing party The language used in the procedure will be English This Agreement shall be governed by, coordinated and applied following English law 10 FORCE MAJEURE CLAUSE The 2003 Force Majeure Clause and the 2003 International Chamber of Commerce's Contract Adjustment to Circumstances clause (ICC Publication No 650-2033) are incorporated in this contract In the event of a force majeure clause resistance occurs, the seller must send to the buyer an original certificate guaranteed by the local Chamber of Commerce and Industry or other competent authorities as proof within 15 working days from the date on which the force majeure clause occurs 11 VALIDITY OF CONTRACT AND OTHER PROVISION This contract will take effect from the date it is signed and the two parties begin to strictly implement all terms and conditions All previous contracts become void Any changes or modifications to this contract must be made in writing and approved by both parties This contract is made in English URC 522 and INCOTERMS 2010 published by the World Chamber of Commerce apply to this contract Signing via fax and scan is accepted This contract consists of two originals, each party keeps one copy For the Seller For the Buyer Director Managing Director (signed/sealed) (signed/sealed) 0 Cable address : VINAFOOD HANOI ( hereinafter called the Seller) It has been mutually agreed to the sale and purchase of rice on the terms and conditions as follows: ARTICLE 1: COMMODITY, SPECIFICATION AND QUANTITY Commodity: Vietnamese White Rice Specification: - Brokens: 35% max - Moisture: 14,5% - Foreign matter: 0,4% - Crop: 1998-1999 Quantity: 100 000 MT more or less 5% at Seller's option ARTICLE 2: DELIVERY PERIODS AND PRICE 0 Price: USD per metrric ton net for June - Sepember 1999 shipments, a- Dunnage, bamboomat for Shipowner's/Buyer's account 52 b- Shore tally to be at Seller' account c- Vessel's tally to be at Buyer's/ Shipowner's account d- All export duties, taxes, levied in the country of origin to be at Seller's account e- All import duties, taxes, levied in the country of destination and outside Vietnam shall be for Buyer's account Time of shipment: 20 - 25 days after L/C opening date ARTICLE 3: PACKING AND INSURANCE Packing: Rice to be packed in single jute new bags of 50 kgs net each, about 50,6 kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough handling and sea transportation The Seller will supply 0.2% of new jute bags free of charge out of quantity of bags shipped 2.Insurance: To be arranged by the Buyer ARTICLE 4: INSPECTION AND FUMIGATION 1.The certificate of quality, weight and packing issued by Vinacontrol at loading port to be final and for Seller's account 53 0 Fumigation to be effected on board the vessel after completion of loading with expenses to be at Seller's account But expenses for crew on shore during the fumigation period including transportation, accommodation and meals at hotel for Ship owner's account Time for fumigation not to count as laytime ARTICLE 5: LOADING TERMS 0 1- Buyer shall advise vessel's ETA and its particulars 15 days and Captain shall inform vessel's ETA, quantity to be loaded and other necessary imformation 72/48/24 hours before the vessel's arrival at loading port 2- Laytime to commence at 1.pm if N.O.R given before noon and at AM next working day if NOR given in the afternoon during office hours In case, vessel waiting for berth due to congestion, time commence to count 72 hours after N.O.R submitted 3- Loading rate: 800 MT per weather working day of 24 consecutive hours Sundays, holidays excepted even if used, based on the use of at least four to five normal working hatches/holds and all cranes /derricks and winches available in good order, if less than prorata 4- Seller shall arrange one safe berth of one safe port for the vessel of 10,000 20,000 MT capacity to load the cargo 5- Time between 17.00 PM on Saturday and the day preceeding a holiday until 8.AM next working day not to count as laytime even if used 54 0 6- Before submitting N.O.R., the vessel must be in free pratique Immediately after vessel at berth, captain shall request Vinacontrol to inspect the hatches/holds and issue a cetificate certifying the hatches/ holds are clean, dry, free from harmful factions and suitable for goods loading with such expensses to be at ship owner's account and time not to count as laytime 7- Demurrage/Despatch of any, to be as per C/P rate But maximum 4,000/ 2,000 USD per day or prorata and to be settled directedly between Seller and Buyer within 90 days after B/L date 8- For the purpose of obtaining shipping Documents such as: - Commercial Invoices - Cetificate of quality, weight and packing - Certificate of origin The responsible party shall Cable/ Telex/ Fax advising shipment particulars of loading within 24 hours after completion In order for the Buyer to obtain insurance, a Bill of Lading shall be issued immediately after completion of loading and before fumigation and provided immediately to the Buyer 9- In case, cargo is ready for shipment as scheduled in this contract, but the Buyer fails to nominate the vesel to load, then all risks, damages, and associated expenses for cargo to be borne by the Buyer based on the Seller's actual claim In the event no cargo is available to be loaded on the nominated vessel at the loading port, then dead freight to be paid by Seller based on Buyer's actual claim 55 0 and the Buyer will submit the following documents to Vietcombank for receiving P.B: ( time counted : 20 -25 days from L/C opening date): - N.O.R with seller's signature - Report signed by the Captain and the Seller confirming that the vessel has already arrived at the port to receive the cargo but the Seller has no cargo to load - Vietcombank's confirmation ARTICLE 6: PAYMENT After signing the contract, the Buyer or the Buyer's nominee ( SHYE LIAN( HK) MANUFACTURING CO.LTD OR OTHER NOMINEE) will telex asking the Seller to open P.B of 1% of total L/C amoount at Vietcombank Hanoi within two days thereof the Seller open P.B and in form the Buyer, then, four days after receiving Vietcombank 's confirmation, the Buyer will open a telegraphic, irrevocable and confirmed L/C which is in conformity with this contract by an international first class bank at sight with T.T.R acceptable for 40,000 MT in favour of Vinafood Hanoi through the Bank for Foreign Trade of Vietnam For 60,000 MT the Buyer or Buyer's nominee will open a telegraphic, irrevocable and transferable at sight L/C which is in conformity with this contract with T.T.R accepable In case, the Seller requests the confirmation of L/C, the L/C will be confirmed for Seller's account In the event that the Buyer fails to open L/C four days after receiving confirmation from Vietcombank then the Seller shall collect P.B from the Vietcombank and then the contract is automatically cancelled 0 56 The Seller will collect the P.B against presentation of shipping documents at Vietcombank Presentation of the following documents to the Bank for Foreign Trade of Vietnam, payable within 3-5 banking days after reciept of the telex from Vietcombank cetifying that documents have been checked in conformity with the L/C terms: 0 - Full set of Clean on board B/L in three ( 3) originals marked Freight to collect - Commercial invoice in three (3) folds - Certificates of quality, weight and packing issued by Vinaconntrol to be final at loading port in six ( 6) folds - Certificate of fumigation issued by VIetnam Chamber of Commerce in six (6) folds - Phytosanitary certificate issued by the Competent authority of Vietnam in six (6) folds - Cable/ Telex/ Fax advising shipment Particulars within 24 hours after completion of loading ARTICLE 7: FORCE MAJEURE The Force Majeure( exemptions) clause of the international Chamber of Commerce (ICC publication No 421) is hereby incorporated on this contract: First, about the reason for the exemption from liability A party to the contract will not be responsible for the failure to perform any of the obligations spelled 57 0 out in the contract when it can be proven that their inability to perform is due to a difficulty or incident that is beyond the control of the parties For example, shipbuilding company A (country E) signed a contract to sell company B (country F) ships of 200-ton capacity, but due to a sudden strike by company A, it caused a delay in delivery to company B At the same time, they could not have foreseen the impediment and its impact and its effect on the ability to perform the contract reasonably at the time of conclusion; they were unable to properly avoid or counteract it or at least its effects Obstacles beyond our control can arise for several reasons: War (whether declared or not), civil war, rebellion, revolution, plunder, or sabotage; Natural disasters such as storms, floods, earthquakes, tsunamis ; fire, explosion, destruction of machinery or any other kind of equipment; All forms of boycotts, strikes, factory seizure ; legal or illegal actions of the authorities… When falling into the above cases, the violating party will be exempt from its liability, but there are still some exceptions where when falling, the violating party will still be responsible: lack of licenses, certificates, lack of immigration or residence permits, or other necessary approvals from the competent authority for the performance of the contract Because this is a separate condition of one 0 party in the performance of the sale and purchase contract, if there are errors that affect the performance of the contract, they will still be responsible Second, about the responsibility of notification After one party learns about the obstacle and its impact on the performance of the contract, the involved party must immediately notify the other party about the time limit There is no fixed time limit set forth which will be dictated by the circumstances, taking into account the reasonable time within which notice may be given by the party concerned The reason for the disclaimer will take effect from the time of the occurrence, or if notice is not sent in time, it will be counted from the time of notice According to the provisions of paragraph 4, Article 79 of the 1980 Vienna Convention, if a party has an impediment that fails to perform its obligations, that party shall, within a reasonable time, be obliged to notify the other party of the impediment If not, then they will be liable for damages caused by the failure of the other party to receive the notice, which if received, the aggrieved party would have avoided or minimized such impact 58 0 Third, the legal consequences of the disclaimer When falling into the "force majeure" circumstances of this document, the non-performing party will be exempt from liability for the fines, damages, and other penalties specified in the contract except for liability The interest payment is protracted and to the extent that the reason for the release of liability shall be calculated accordingly to relieve liability for all or part of the damage And during the contract performance period, if one of the parties is unable to properly perform its obligations within that time limit due to obstacles, within a reasonable period of prolonging the performance of such obligations, the other party shall The other party will not be allowed to suspend or cancel the contract on the grounds that the other party is in breach of the performance deadline In addition, there will be other consequences depending on the actual circumstances as well as if the parties have agreed in advance on this issue ARTICLE 8: ARBITRATION Any discrepancies and/or disputes arising out or in connection with this contract not settled amicably shall be referred to Arbitration accordance with the Rules and Practices of the International Chamber of Commerce in Paris or such other place agreed by both sides ARTICLE 9: OTHER TEMS Any amendment of the terms and conditions of this contract must be agreed to by both sides in writting This contract is made in 06 originals in the English language, three for each party 0 This is subject to the Buyer's final confirmation by telex( June 18th, 1999 latest) Made in Hanoi, on 9th June, 1999 59 For the Seller Director (signed/sealed) Nguyen Duc For the Buyer Managing Director (signed) S.Y.Chan 60 0 ... (Translation) Bùi Linh Chi 2 013 1098 ORIGINAL ENGLISH CONTRACT Trần Trung Tính 2 013 1056 ORIGINAL ENGLISH CONTRACT Phan Tấn Lộc 2 013 114 6 ORIGINAL ENGLISH CONTRACT Trần Thị Khánh Trâm 2 013 1208 ORIGINAL. .. ORIGINAL ENGLISH CONTRACT Trần Kim Ngân 2 013 115 5 ORIGINAL VIETNAMESE CONTRACT Phạm Thị Thanh Kiều 2 013 114 1 ORIGINAL VIETNAMESE CONTRACT 0 TABLE OF CONTENTS ENGLISH – VIETNAMESE CONTRACT TRANSLATION. .. (4 CONTRACTS) ORIGINAL ENGLISH CONTRACT ENGLISH – VIETNAMESE TRANSLATION OF CONTRACT ORIGINAL ENGLISH CONTRACT 15 ENGLISH – VIETNAMESE TRANSLATION OF CONTRACT 22 ORIGINAL ENGLISH