Những thuận lợi và khó khăn trong quá trình thu mua nguyên liệu may mặc từ các nhà cung cấp nước ngoài tại công ty TNHH Bultel International Việt Nam

TRƯỜNG CAO ĐẲNG THỐNG KÊ II COLLEGE OF STATISTICS II KHOA NGOẠI NGỮ FACULTY OF FOREIGN LANGUAGES BÁO CÁO THỰC TẬP TỐT NGHIỆP INTERNSHIP REPORT Những thuận lợi khó khăn trình thu mua nguyên liệu may mặc từ nhà cung cấp nước ngồi cơng ty TNHH Bultel International Việt Nam Advantages and disadvantages in the process of purchasing garment materials from foreign suppliers at Bultel International Vietnam Co,.Ltd MAJOR: COMMERCIAL ENGLISH INTERPRETING STUDENT ID: ………… Instructor:Nguyễn Thế Tuyên Prepared by: Academic years: Dong Nai, ……… TRƯỜNG CAO ĐẲNG THỐNG KÊ II COLLEGE OF STATISTICS II KHOA NGOẠI NGỮ FACULTY OF FOREIGN LANGUAGES BÁO CÁO THỰC TẬP TỐT NGHIỆP INTERNSHIP REPORT Những thuận lợi khó khăn trình thu mua nguyên liệu may mặc từ nhà cung cấp nước ngồi cơng ty TNHH Bultel International Việt Nam Advantages and disadvantages in the process of purchasing garment materials from foreign suppliers at Bultel International Vietnam Co,.Ltd MAJOR: COMMERCIAL ENGLISH INTERPRETING STUDENT ID: ………… Instructor:Nguyễn Thế Tuyên Prepared by: ………… Academic years: ……………… Dong Nai, ……… NHẬN XÉT CỦA GIẢNG VIÊN HƯỚNG DẪN Ngày … tháng … năm … Giảng viên hướng dẫn Nguyễn Thế Tuyên i NHẬN XÉT CỦA ĐƠN VỊ THỰC TẬP Tên đơn vị thực tập: Công ty TNHH Bultel International Việt Nam Địa chỉ: Đường Đồng Khởi, Phường Tân Hiệp, TP Biên Hòa, Đồng Nai Số điện thoại liên lạc: ………………………………………… Đại email: …………………………………… NHẬN XÉT VỀ QUÁ TRÌNH THỰC TẬP CỦA SINH VIÊN: Họ tên sinh viên: …………………… MSSV: ………………………………………… Lớp: ………………………………………… Trong thời gian thực tập đơn vị sinh viên thể hiện: Tinh thần trách nhiệm với công việc ý thức chấp hành kỷ luật: ……………………………………………………………………………… Số buổi thực tập thực tế đơn vị (Số buổi tuần): ………………………………………………………………………………… Báo cáo thực tập phản ánh thực trạng hoạt động đơn vị: ………………………………………………………………………………… Nắm bắt quy trình nghiệp vụ chuyên ngành: ………………………………………………………………………………… Bien Hoa, ngày 16 tháng 01 năm 2021 Đơn vị thực tập (Ký tên, đóng dấu) ii LIST OF ABBREVIATIONS • Buevie co., ltd : Bultel International Vietnam limited liability company • BHB : Bültel Bekleidungswerke GmbH company ( the Holding company of Bultel International Vietnam limited liability company) • BSL : Bultel Sevices Hongkong limited liability company ( A Branch of Bültel Bekleidungswerke GmbH company) • KSM : Kurt Salmon Associates (Kurt Salmon was a global management and strategy consulting firm formed by the merger of Ineum Consulting and Kurt Salmon Associates in January 2011) • PO : Purchase order • FOB : Free On Board is a trade term indicating the point at which a buyer or seller becomes liable for goods being transported on a vessel • CMT : Cut, Make, and Trim production is where an apparel factory takes your designs and produces them following three stages ‘Cut,’ where the material is cut to your pattern, and made ready to sew, ‘Make,’ where the garments are sewn together and created, and ‘Trim,’ where the garments are finished, any threads and small imperfections are removed and final quality control and packing occurs • QC : Quality control is a procedure or set of procedures intended to ensure that a manufactured product or performed service adheres to a defined set of quality criteria or meets the requirements of the client or customer • MOQ : Minimum Order Quantity is a supplier’s Minimum Order Quantity which is defined by the minimum amount of units they’re willing to produce (or sell) at one time MOQs are most often defined by the amount of units produced in a production run, such as 100 units or 10,000 units, for example, but sometimes MOQs can be defined by currencies as well, such as $1000 or $10,000 of product iii LIST OF TABLES Chart 1.1: Organization chart ( Source from internal information of Buevie Co.) Chart 1.2: Buevie’ s production flow Chart 4.1: Benefits of Getting Supplies Overseas LIST OF FIGURES Figure: 3.1 - Sex of respondents in the survey Figure: 3.2 - Work experience of purchasers in purchasing field Figure: 3.3 - The rate of purchasers work with suppliers overseas Figure: 3.4 - Benefit of getting supplies overseas Figure: 3.5 - The rate of purchasers get difficulties when working with foreign suppliers Figure: 3.6 - The rate of purchasers get difficulties in language and culture Figure: 3.7 - The rate of purchasers get time problems Figure: 3.8 - The rate of purchasers get payment problems Figure: 3.9 - Social applications which are usually used to contact with suppliers Figure: 3.10 - The rate of purchasers get difficulties when using social application to contact with suppliers and ordering throught the software on the supplier’s website Figure: 3.11 - The rate of purchasers get product quality problems Figure: 3.12 - The rate of purchasers agree with idea “Selecting supplier is one of the most important decision in the purchasing process” Figure: 3.13 - The rate of purchasers get delivery problems Figure: 3.14 - The rate of purchasers agree with idea “Delay in the delivery will effect to the manufacturing plan” Figure: 3.15 - The rate of purchasers get complician issues Figure: 3.16 - Satisfied with work of respondents iv TABLE OF CONTENTS NHẬN XÉT CỦA GIẢNG VIÊN HƯỚNG DẪN i NHẬN XÉT CỦA ĐƠN VỊ THỰC TẬP ii LIST OF ABBREVIATIONS iii LIST OF TABLES iv LIST OF FIGURES iv TABLE OF CONTENTS v Acknowledgement Executive summary Chapter INTRODUCTON of Bultel International (Vietnam) Co., Ltd ORGANIZATION CHART FACTORY INFORMATION SOCIAL COMPLIANCES SUPPLY CHAIN FABRICS & ACCESSORIES SUPPLIERS PRODUCTION FLOW The Job 11 My current job 11 Responsibilities and Description of the job 11 Chapter 13 Objectives of the report 14 Overall objectives 14 Specific goal 14 Subject and scope of the study 14 Research subject 14 Scope of the study 14 v Methodology 15 Methods 15 Process of purchasing raw materials and finding suppliers overseas 15 Factors affecting sourcing of fabric and trims 17 Researched sample 23 CHAPTER 25 Data Analysis 25 Findings and Impact Analysis 25 Chapter 34 Product quality: 37 Delivery: 38 Difficulties in working with social applications and ordering through the software on the supplier's website 38 Time differences 39 Compliance issues 39 Production scheduling 40 THE SIGNIFICANCE OF THE RESEARCH RESULTS 40 Chapter 41 SOLUTIONS TO OVERCOME THE DIFFICULTIES 41 For difficulties in language and culture 41 For difficulties in the payment 41 For product quality 41 For delivery 41 For difficulties in working with social applications and ordering through the software on the supplier's website 42 For time differences 42 For compliance issues 42 For production scheduling 42 vi RECOMMENDATION 43 LIMITATIONS 43 CONCLUSION 44 KẾ HOẠCH THỰC HIỆN BÁO CÁO THỰC TẬP TỐT NGHIỆP 45 NHẬT KÝ THỰC TẬP 48 APPENDICES 51 vii Acknowledgement First of all, I would like to express my gratitude to my internship instructor Mr Nguyen The Tuyen for his guidance and feedback which made everything clear to me to complete this report At first, I was so confused that whether I would be able to make a fruitful report but with his assistance, I found a way to everything fluently and in time He kept me on track to complete this report and his suggestions and feedback were very dynamic in making this report as impeccable as possible Moreover, I must show my gratitude to my manager (Ms Nong Thi Thanh Thao- Head of Purchasing department of Buevie co., ltd) who willingly took my responsibility and gave me lot of time and shared her working experiences with me Her guidance showed me a way not only to understand the new job but also how to deal with all suppliers I would also like to express my sincere thanks to all the employees of Accounting Department, Import & export Department, Warehouse and all my colleagues in Buevie Co., who helped me during my work tenure and made my experience an unforgettable one People from these departments helped me to gain more practical knowledge which have made my work more developed the Processor, after the processing is finished, the Seller shall deliver such processed goods overseas for the Purchaser The Parties agree that in addition to the provisions of this Contract, the terms and conditions on goods delivery [FOB, Incoterm 2010] shall apply to determine the corresponding rights and obligations of the Parties in the course of delivering goods under this Contract ARTICLE GOODS INSPECTION AND RISK TRANSFER 5.1 On the Delivery Date, the Purchaser or the Processor, if having a valid Power of Attorney on Goods inspection, shall nominate its representative to work with the representative of the Seller to inspect the quantity and quality of the Goods delivered to the Purchaser and/or the Processor, if authorized by the Purchaser to take the delivery To be specific, the representative of the Purchaser and/or the representative of the Processor shall be entitled to inspect the quantity of packages, sizes, categories, colors and quality of the Goods, at the place of delivery based on the Sales Note of the Seller or as agreed by the Parties under Article 4.1 of this Contract On the delivery date, if the Purchaser or the Processor fail to receive the Goods or fails to nominate a person to receive the Goods without the Seller's fault, the Purchaser agrees to pay to the Seller (i) all the costs arising during the period the Goods are not delivered; and (ii) a penalty amount equal to 8% of the value of the Goods which the Purchaser did not take and undertakes not to lodge a complaint to the Seller on any matter relating to the delivery of the Goods 5.2 After inspection of the Goods, if the People of the Purchaser and/or the People of the Processor in the case of authorization by the Purchaser, have inspected the Goods and found the quantity and quality as Sales Note and have accepted the Goods, then the People of the Purchaser and/or the People of the Processor shall be obligated to receive the Goods delivered and sign the Delivery Note After full receipt of the Goods, the Purchaser and/or the Processor shall accordingly waive all the right to claim, complain and/or request to the Seller on any matter relating to the quantity of the Goods received from the Seller under this Contract 5.3 Where a part of or all the Goods delivered are defective or otherwise not compliant to this Contract, then within [seven (07)] Business Days from the Delivery Date, the Purchaser or the Processor shall have the right to request the Seller to remedy, repair or modify those defective Goods In this case, the Seller shall investigate its cause and if the defects or non-compliant is caused by the Seller, the Seller shall be obligated to remedy such defects or replace such 64 defective Goods for the Processor within fifteen (15) Business Days from the date the Purchaser or the Processor so requests If the Purchaser does not have any complaint regarding the Goods received within such period, the Purchaser shall be deemed to have accepted the Goods delivered and then, Article 5.2 shall apply 5.4 All the risks of the Goods delivered to the Purchaser under this Contract shall be transferred to the Purchaser from the moment the Seller completes its obligation to deliver the Goods to the People of the Processor or the Man authorized by the Purchaser to take the Goods on the Delivery Date at the place of delivery However, the ownership right of the Purchaser over the Goods shall be created only after the Purchaser has fulfilled its obligation of payment to the Seller under this Contract ARTICLE SELLING PRICE AND PAYMENT 6.1 The Selling Price (“Selling Price”) shall be shown and confirmed in the Sales Note of the Seller For avoidance of doubt, unless otherwise agreed by the Parties, the Selling Price as prescribed in Sales Note shall not be inclusive of State taxes, if any, and other arising expenses, except the expenses for transport within the delivery scope which the Seller has agreed to bear under Article 4.1 of the Contract 6.2 The Purchaser shall pay to the Seller within 45 days from the date the Seller issues invoices and delivers the Goods to the Purchaser 6.3 Payment of the Selling Price by the Purchaser to the Seller under this Contract shall be made via telegraphic transfer into the Seller’s bank account with bank fee, if any, borne by the Purchaser, according to the following information: Account holder: YKK Vietnam Co., Ltd Account No.: (USD) F15-796-500188 Bank: Mizuho Bank Ltd., Ho Chi Minh City Branch Address: Unit1803, Floor 18, Sunwah Tower, 115 Nguyen Hue Boulevard, District 1, Ho Chi Minh City, Vietnam Swiftcode: MHCBVNVXHCM Account holder: YKK Vietnam Co., Ltd Account No.: (USD) 132632 Bank: MUFG Bank, Ltd., Ho Chi Minh City Branch 65 Address: 8th Floor, The Landmark Building, 5B Ton Duc Thang St., Dist 1, HCMC, Vietnam Swiftcode: 6.4 BOTKVNVX Unless otherwise agreed by the Parties, if the Purchaser is late or fails to pay the Selling Price in time in accordance with the provisions in Article 6.2 above, the Seller shall have the right to temporarily suspend the remaining current shipment, if any, as well as the next shipment and shall not receive the Order of the Purchaser until the Purchaser completes its obligation to pay the Selling Price which the Seller has entrusted to the Purchaser and/or the Processor At the same time the Seller shall be entitled to request and the Purchaser agrees to pay the Seller an amount equal to late payment interests incurred on the amount for the delay time at the interest rate equal to 20% per annum of the late payment until the Purchaser completes the payment obligation 6.5 At the option of the Seller, where the Seller sees that the Purchaser’s financial status is not capable of paying the Selling Price to the Seller within the time-limit as agreed in this Contract, the Seller shall have the right to ask the Purchaser to prepay all the Selling Price right upon the time the Seller sends the Purchaser Sales Note or may request the Purchaser to conduct security measures for payment of the Selling Price with regards to delivery of the future shipments and/or the Goods already delivered for which the Purchaser has not paid 6.6 Where the Processor or another Third Party outside Vietnam agrees to perform the obligation of paying, in whole or in part, the Selling Price on behalf of the Purchaser under this Contract and is accepted by the Seller, the Parties shall sign a separate agreement on this matter and such agreement shall be regarded as an inseparable addendum to this Contract However, though the Processor or another Third Party outside Vietnam confirms to carry out the responsibility to pay on behalf of the Purchaser, the Purchaser shall still have the joint obligation to pay any outstanding amount and/or amount arising in the future between the Purchaser and the Seller ARTICLE INTELECTUAL PROPERTY RIGTHS 7.1 The Purchaser acknowledges that the Purchaser may have access to the Seller’s intellectual property right, including but not limited to patent, copyright, trademark, service mark, design, trade secret right and/or any other intellectual property right in any jurisdiction, including any and all applications (including pending applications), registrations (including pending registrations), reissues, divisions, continuations, continuations-in-part, substitutes, renewals 66 and extensions with respect thereto (collectively, “Intellectual Property Right of the Seller”) in the course of trading the Goods The Purchaser further acknowledges and confirms that nothing contained in this Contract shall constitute or be construed as a grant or an agreement to grant by the Seller to the Purchaser the Intellectual Property Right of the Seller The Purchaser shall commit (i) not to use any Intellectual Property Right of the Seller, whether identical or similar, for any purpose other than those under the terms and conditions of this Contract without the prior written consent of the Seller; or (ii) not to apply registration for the Intellectual Property Right of the Seller in Vietnam or elsewhere The Purchaser shall, in its ability of understanding based on the available information, immediately inform the Seller of any infringement of intellectual property with respect to the Intellectual Property Right of the Seller and take necessary actions to prevent such infringements and support the Seller in actions against such infringements 7.2 The Purchaser expressly acknowledges and agrees that the intellectual property rights in respect of or arising from this Contract shall vest and remain vested fully in the Seller and the Purchaser hereby irrevocably waives and renounces any right, interest or title, whether existing or future, in relation thereto The Purchaser shall not, during the term of this Contract or after its termination, make use of or deploy the intellectual property rights (of any thereof) 7.3 In any case, if the Purchaser uses or reproduces the logos, brands, trademarks, advertising images of the Seller, a written consent of the Seller thereof is required ARTICLE 8: CONFIDENTIAL INFORMATION 8.1 Confidential Information and Trade Information shall not include information which Purchaser can prove that the information: (a) (b) was in the public domain at the time of its disclosure; became a part of the public domain after its disclosure without any breach of this Clause by Purchaser; (c) (d) was legally in the possession of Purchaser at the time of its disclosure; has been developed independently outside the performance of this Agreement by Purchaser without reference to any of the secrets disclosed by the YKK; (e) has been disclosed to Purchaser by a third party with a lawful right to make such disclosure 8.2 (a) Purchaser shall: protect YKK’s Confidential Information and Trade Information with the same degree 67 of care as Purchaser normally uses to protect its own Confidential Information against public disclosure, but in no case with any less degree than reasonable care; (b) disclose only to its directors, officers, statutory auditors and employees (including temporary staff) (collectively, “Representatives”) who have a need to know the Confidential Information and Trade Information in order to fulfill the Purpose, provided that Representatives shall have agreed to be bound by the terms of this Contract In the event of breach by any of such Representatives, Purchaser shall be responsible and to be held liable jointly and severally with the Representatives; and (c) appoint a person responsible for security management of Confidential Information and shall cause such person to take reasonable measures to avoid any disclosure of Confidential Information in breach of this Clause, including strictly keeping Confidential Information separate from Purchaser other information and prohibiting storing of Confidential Information on any personal computer owned by an individual 8.3 (a) (b) Purchaser shall not: use Confidential Information and Trade Information for any purpose other than the Purpose; disclose to any third party such Confidential Information and Trade Information unless otherwise expressly permitted in writing by YKK; (c) make any copy of Confidential Information and Trade Information in any form unless otherwise expressly permitted in writing by YKK; and (d) transmit Confidential Information and Trade Information via private or commercial networks unless there is in place at each mailbox a reasonably secured password protection against unauthorised access 8.4 Notwithstanding the foregoing, in the event that Purchaser is required to disclose Confidential Information and Trade Information by any statute, rule or regulation, by the order of a governmental or regulatory authority, or by the rules of a stock exchange (collectively, “Legal Order”), Purchaser may disclose only such part of Confidential Information and Trade Information as is specifically required by the Legal Order, provided, however, that Purchaser shall immediately notify YKK in writing so that YKK may have the opportunity to seek an appropriate protective order 8.5 Purchaser acknowledges that any breach or threatened breach of this Clause by it may cause irreparable damage to YKK and legal remedies may not be adequate to cure such damage, and agrees that YKK may apply to a court of competent jurisdiction for equitable or injunctive relief 68 against such breach or threatened breach, including an injunction or specific performance, without prejudice to any other remedies it may have in law or at equity 8.6 At the time of expiration or termination of this Contract, or upon written request from YKK, Purchaser shall return Confidential Information and Trade Information and their copies, if any, to YKK or shall destroy or delete them pursuant to the instructions of YKK At the request of YKK, Purchaser shall promptly confirm in writing that it no longer possesses or controls any Confidential Information or Trade Information in any form or in any manner 8.7 If Purchaser finds that Confidential Information or Trade Information is or appears to have been improperly accessed or acquired, or is likely to be lost, stolen or divulged, Purchaser shall immediately notify YKK to that effect and shall cooperate in any investigation by YKK 8.8 The confidentiality obligations of this Article shall continue for a period of years after the termination or expiration of this Contract ARTICLE REPRESENTATION AND WARRANTY OF THE PARTIES 9.1 (a) Each Party represents and warrants for the benefit of the other party that: The information, paper, dossiers, and documents that each Party supplies to the other Party relating to this Contract shall be sufficient, correct, accurate and lawful in every aspect; (b) Each Party shall have full capacity to enter into and implement the Contract and all these acts shall completely comply with and abide by applicable law, the charter and other internal regulations of each Party; (c) The representative of each Party to sign this Contract shall be fully authorized pursuant to the Charter or other internal regulations of each Party; (d) Those who engaged in the activities of implementing the Contract of the Purchaser, including but not limited to, sending Orders, notifying acceptance, changing and adjusting the Goods, if any, testing and receiving the Goods may not give to the Seller a valid power of attorney or introduction letter, but if they have worked at the Purchaser, the Purchaser may agree to this and confirm that they are fully competent to carry out specific work with the Seller; (e) Each Party shall closely cooperate with the other Party in the course of implementing this Contract and shall exert its best efforts to perform all of its obligations and commitments prescribed in this Contract 9.2 The Seller represents and warrants for the benefit of the Purchaser that the Seller shall be the lawful owner of the Goods delivered to the Purchaser and shall not have any conflict relating 69 to the Goods with any third party 9.3 The Purchaser and the Processor represent and warrant for the benefit of the Seller that the Purchaser shall be allowed to purchase the Goods to use for the lawful business activity of the Purchaser and that the Processor shall be fully qualified and competent and allowed to process products for the Purchaser with the Goods purchased by the Purchaser from the Seller without infringing upon the Intellectual Property Right of the Seller on the Goods 9.4 The Purchaser represents and warrants that the Processor representing the Purchaser to receive the Goods from the Seller has been validly nominated by the Purchaser in the Processing Contract or in an equivalent written instrument independently signed between the Purchaser and the Processor The Seller shall not be obligated to recheck the legal status of the Processor in receiving the Goods from the Seller under this Contract Where the Goods are delivered by the Seller to the Purchaser at the warehouse of the Processor or another location, it is agreed by the Parties that the Seller has fulfilled its delivery of the Goods to the Purchaser under the Contract and the Purchaser accordingly shall not have any complaint on the Seller’s delivery 9.5 The Purchaser undertakes that it shall bear all and full responsibilities before the Seller on every act of the Processor in accordance with the provisions of this Contract and shall hold the Seller harmless and free from any responsibility or obligation to the Processor over processing of the Goods delivered and/or other matters arising out of or in connection with the relation between the Purchaser and the Processor or between the Purchaser and any third party 9.6 The Processor represents and warrants for the benefits of the Seller that the Processor shall fully, completely and promptly perform the obligation of payment guarantee on behalf of the Purchaser in the cases prescribed in Article 6.6 of this Contract 9.7 Every representation, warranty and guarantee by each Party in this Contract shall be always correct, accurate, unconditional, effective and shall continue to be of full force after the completion of this Contract If one Party fails to meet any representation, warranty or guarantee in this Contract, then without prejudice to that other rights that the non-defaulting Party has under this Contract and in accordance with Vietnamese law, the defaulting Party shall fully and unconditionally compensate the non-defaulting Party for all the damages that may arise ARTICLE 10 EVENT OF FORCE MAJEURE 10.1 Upon the occurrence of an Event of Force Majeure prescribed in this Contract, the affected Party shall notify the other Party thereof in the earliest time possible but no later than seven 70 (07) calendar days as from the date of such Event of Force Majeure in order that the Parties may hold discussion and reach agreement on a solution and overcome the consequences and delay or failure to perform its obligations under this contract shall be excused for so long as such event or occurences continues If the Party affected by such Event of Force Majeure fails to perform the obligation of notice within the time-limit as provided in this paragraph, it shall be deemed that no Event of Force Majeure has occurred 10.2 An Event of Force Majeure shall be considered grounds for disclaimer to the affected Party being unable to perform its obligations under this Contract, on condition that such Party must: (a) Perform its obligation of notifying the other Party prescribed in Article 10.1 above; (b) Use every reasonable effort to minimize the effect of delay or hindrance on the performance of its obligation under this Contract; and (c) Restore the implementation of its obligations as soon as reasonably possible after eliminating the reason for the delay or hindrance caused by a Force Majeure Event 10.3 If a Force Majeure Event lasts for more than thirty (30) days and one Party cannot perform its obligations due to such Force Majeure Event, then this Contract shall be automatically terminated and the Parties shall be indemnified and no Party may lodge any complaint or ask the other Party to pay compensation for damages 10.4 Notwithstanding the provisions in Article 10.3 above, no Party shall be exempt from paying the debts or compensations arising prior to the termination of this Contract under Article 10.3 above ARTICLE 11 EFFECTIVENESS AND TERMINATION OF THE CONTRACT 11.1 This Contract shall be effective from 02 January 2021 to 31 December 2021, unless earlier termination in accordance with the provisions in Article 11.3 below 11.2 At the expiry of this Contract under this Article, depending on the situation of implementing this Contract, the Parties may consider extending this Contract for another duration as agreed by the Parties by way of one Party sending to the other party a notice fifteen (15) days prior to its expiry date and accordingly, the Parties shall sign an addendum to this Contract or a new contract with contents essentially succeeding the provisions of this Contract 11.3 This Contract may terminate prior to its expiry upon occurrence of one of the following events: (a) As agreed in writing by the Parties; (b) If the Purchaser breaches any obligation or representation in this Contract and fails to remedy 71 it within thirty (30) days as from the date a written notice is sent by the Seller, the Seller shall have the right to unilaterally terminate this Contract by a written notice with immediate effect; (c) Occurrence of an Event of Force Majeure under Article 10.3 of this Contract; (d) One Party goes into bankruptcy or dissolution (except for the case of restructuring) or is requested to declare bankruptcy or becomes insolvent or falls into the case of its property confiscated by the competent State agency 11.4 Where this Contract terminates pursuant to Article 11.3.(b) above, the Purchaser must pay to the Seller a penalty amount equal to [eight per cent (8%)] of the Selling Price in each Order in breach and pay compensation to the Seller for the damages arising therefrom in accordance with the provisions of Vietnamese law 11.5 Where the Contract terminates under Article 11.3(c) and Article 11.3(d), unless otherwise agreed, each Party shall, within seven (07) days, return to each other what it has received and each Party shall bear its own damages, if any, and shall not request any compensation from the other party 11.6 The termination of this Contract for whatever reason shall not relieve the Purchaser from its obligation to pay any amount due to the Seller, or shall not be the legal basis for invalidating the payment obligations that the Purchaser has performed before the termination of the Contract, nor shall it be a legal basis for exempting the Purchaser from their remaining obligations after termination of this Contract 11.7 The termination of this Contract shall not eliminate any right to complain or request by the Seller to the Purchaser concerning any obligation or liability arising from or relating to this Contract and any other obligation or additional liability arising from acts of breach by the Purchaser ARTICLE 12 NOTICE 12.1 All notices and communications under this Contract shall be made in writing in English and/or Vietnamese and sent by registered mail, express mail, by fax or email (thereafter by registered mail) direct to the other Party according to the detailed information of such Party set out at the beginning of this Contract or to another address as notified by one Party from time to time 12.2 All notices and communications under this Contract shall be deemed to be received: (a) at the dispatch time in the case the notice is sent directly; 72 (b) severn (07) Business Days after the date of postal mark in the case of registered mail; (c) three (03) Business Days after the date of dispatch in the case of express mail with prepared postal fee; (d) Immediately after successful transfer in the case of sending by fax or email 12.3 All notices and communications under this Contract shall be sent to the recipient according to the detailed information on its address and the recipient being the legal representative and/or the authorized representative of such Party accordingly as set out at the beginning of this Contract The Party changing its address must notify the other party of such change in writing Failing this, the Party changing its address shall lose the right to complain and accordingly, shall be held responsible for all the damages that may occur in the course of implementing the Contract in case the other Party sends any written instrument to the address shown in this Contract ARTICLE 13 GENERAL PROVISIONS 13.1 This Contract shall be a principle contract and have the effect of governing the relation of purchase and sale of goods between the Parties in the duration of this Contract as stipulated in Article 11 of this Contract All the Orders and Sales Notes, in combination of this Contract, shall constitute an agreement binding on the Parties with respect to their rights and obligations to each other 13.2 Any amendment of and addition to this Contract shall not be effective unless made in writing and signed for certification by the authorized representatives of the Parties All the documents, written instruments, email and telex exchanged and issued between the Parties in the course of implementing this Contract shall be inseparable parts of this Contract 13.3 This Contract constitutes the entire agreement and substitutes all commitments formerly established, either orally or in writing, between the Parties, if any No Party shall have the right to unilaterally cancel its commitments and obligations prescribed in this Contract 13.4 Once this Contract is validly signed, all the agreements prescribed in this Contract shall constitute legal responsibilities having implementation effect and binding on the Parties as well as the authorized persons and successors of the Parties and must be complied with by the Parties pursuant to the terms and conditions of this Contract 13.5 If any provision of this Contract is invalid and void in whole or in part due to contrary to law or unenforceable, the remaining parts of such provision and other provisions shall not be 73 affected and shall remain in full force and effect 13.6 Each Party shall comply with applicable laws and regulations in the performance of its obligations under this Contract, including but not limited to, laws in respect of prohibition of forced labour, bonded labour, human trafficking, child labour and discrimination (inclusive of employment and labour conditions), environmental protection, competition laws, anti-bribery, health and safety of labour, restrictive country and conflict minerals 13.7 No waiver of any breach of any provision of this Contract shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party 13.8 Both Parties are independent contractors under this Contract, and nothing herein will be construed as creating a partnership, joint venture or agency relationship between them Neither Party has authority to enter into agreements of any kind on behalf of the other 13.9 This Contract shall be governed and interpreted in accordance with the provisions of Vietnamese law 13.10 Should any controversy or conflict arise out of or in connection with this Contract, the Parties shall agree to solve such controversy or conflict in a spirit of negotiation, goodwill and cooperation If both Parties cannot solve such controversy or conflict within thirty (30) days as from the date of its occurrence, then at any time thereafter one of the Parties shall be entitled to refer the matter to the Vietnam International Arbitration Centre of the Chamber of Commerce and Industry of Vietnam (“VIAC”) for resolution in accordance with the arbitration procedures of VIAC The language of arbitration shall be Vietnamese and the place of arbitration shall be in Ho Chi Minh City 13.11 Where on the expiry date of this Contract the Parties and the related parties have not yet finished their obligations and rights under this Contract, then this Contract shall be automatically effective and binding on the Parties with regard to the outstanding or unresolved obligations between the Parties until the completion of their respective obligations 13.12 This Contract is made into (04) Vietnamese copies and (04) English copies of the same legal value, YKK retaining (02) Vietnamese copy and (02) English copy, other Party retaining (01) Vietnamese copy and (01) English copy for implementation In the case of any difference between the English version and the Vietnamese version, the Vietnamese version shall prevail 74 IN WITNESS WHEREOF, the Parties confirm they have read and fully understood and voluntarily sign this Contract on the date mentioned in the first page of this Contract For the Seller For the Purchaser Full name: Mr Ryuji Dodo Full name: Ms BONNIE LAW Position: Sales Director Position: General Manager SALES CONTRACT No 01.2020/BV- VL Based on the demand and capacity of both parties Today, 15 th October 2020, we are including: Party A (Seller): Address: Freudenberg & Vilene International Ltd 8/Fl., 828 Cheung Sha Wan Road Kowloon - Hong Kong Tel: +852-2786 8368 ACCOUNT NO: Fax: +852-2744 1709 004-001-372424-274 (USD) BANK: The Hong Kong and Shanghai Banking Co SWIFT: HSBCHKHHHKH Represented by: Mr Pang Tak Kay Title: Export manager Party B (Buyer): BULTEL INTERNATIONAL (VIETNAM) CO., LTD Address: Bien Hoa Industrial Zone 2, Industrial Group – Dong Khoi Street, Tan Hiep ward, Bien Hoa City, Dong nai province< Vietnam Tel: 84-0251-6262170 Tax code: 3600262806 Fax: 84-0251-6262172 Represented by: Ms TRUONG THI VAN ANH Title: Director Both parties have agreed to sign this contract under the following terms and condition (Articles): 75 ARTICLE 1: COMMODITY –QUANTITY – PRICE Party A will supply the fabric/interlining to party B Quantity, type of material, price will be mentioned as below chart : GPO STYLE NO MATERI AL NO ASMA03 W640004 CM9012 MATERIAL DESCRIPTION Interlining 85% Polyamide, 15% Polyester COL QTY UNIT PRICE AMOUNT (USD) Charcoal 100 M $ 1.58 $ 158.00 ARTICLE 2: SPECIFICATION – QUALITY – PACKING 2.1 Specification – Quality: The fabric will be supplied based on the sample approved by party B 2.2 Packing The fabric will be packed in rolls ARTICLE 3: DELIVERY – Shipment term 3.1 Delivery time: Delivery time: Negotiation depend on the order of party B 3.2 Shipment term: CNF shipment ARTCLE 4: PAYMENT Party B will arrange T/T payment within 30 days after the shipment date, based on original invoice to the following bank account: Beneficiary: Freudenberg & Vilene International Ltd ACCOUNT NO: 004-001-372424-274 (USD) BANK: The Hong Kong and Shanghai Banking Co SWIFT: HSBCHKHHHKH ARTICLE 5: RESPONSIBILITY OF PARTY A 76 Supply materials for party B on time, the type of material, quantity, price and delivery date based on order of party B ARTICLE 6: RESPONSIBILITY OF PARTY B Payment for party A as article ARTICLE 7: ENGAGEMENT AND VALIDITY OF THE CONTRACT Both parties commit to perform strictly the articles of this contract During performance, if any problem occurs, two parties will discuss and solve based on the cooperation and support each other In the event that the dispute cannot be solved in the foregoing process, it shall be solved according to Vietnamese legislation and law The contract became effective from signing date 15th Oct 2020, the contract is made into 04 copies, each party keeps 02 copies with having equal validity The contract is liquidated automatically after the two parties completed their obligations REPRESENTATIVE OF REPRESENTATIVE OF PARTY A PARTY B PANG TAK KAY TRUONG THI VAN ANH 77 REFERENCES • Accenture (2007) Global sourcing and logistics: A roadmap for high performance • ArnoldUlli (1989 年 Forth Quarter 月) Global sourcing-An indispensable element in worldwide competiton Management International Review, 页 14 • Barbarosoglu, G., & Yazgac, T (2017) An application of the analytic hierarchy process to the supplier selection problem Production & Inventory Management Journal , pp 14-21 • Cho, J., & Kang, J (2011) Benefits and challenges of global sourcing: perceptions of US apparel retail firms International Marketing Review , pp 542-561 • Clara, C., & John, R (2005) Control and synergies in the outsourced supply chain • 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