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THE UNIVERSITY OF DANANG UNIVESITY OF ECONOMICS REPORT BUSINESS PLAN WRITING ASIGNMENT Group: Lecturer: Lam Minh Quan Members: Nguyen Thi Kim Ngan Le Thi Bao Ngoc Vy Bao Ngoc Doan nguyen Minh Tam Phan Thi Huong Tram Class: 46K01.2 Danang, 2023 h Contents Company goals 2 Identify key issues 3 Identify benefits, BATNAS, resistance points of some issues: .6 3.1 About the price: 3.2 About the time of price increase: 3.3 About payment term: 3.4 About payment method: Partner Analysis Set your goal and suggest opening Assess the social context of the negotiation 6.1 Component 6.2 Negotiation context Present the problem to the other side h I Build a Pre-Negotiation Process The company's goals The tangible objective of the enterprise is to reach agreement on quantity, product quality and price of pharmaceutical products imported from India to supply to the domestic market This goal is one of the most important negotiating goals, because it helps you to get the best possible import prices from your Indian suppliers and ensure the quality of your products This goal helps businesses reduce production costs and increase profits by purchasing raw materials at competitive prices, while ensuring product quality to meet the needs of domestic customers The invisible goal of the enterprise that wants to import Indian pharmaceuticals is to find strategic partners in India to expand the business network and strengthen the partnership This goal can be achieved by seeking and establishing reliable partnerships with suppliers, joint venture partners or other partner organizations in India Strategic partners can provide businesses with benefits, including access to local markets, local resources, business experience, and knowledge of local laws and cultures direction From there, businesses can take advantage of these benefits to enhance their competitiveness and grow their business in the Indian market This objective also plays an important role in building long-term and stable partnerships with Indian partners As a result, businesses can increase reliability and reduce risks in conducting business transactions and cooperation in the Indian market When looking for strategic partners in India to expand business networks and strengthen partnerships, enterprises need to consider the following issues in the contract to ensure that their goals are achieved: h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 Identify key issues In order to achieve the objective of importing pharmaceutical products from India and supplying the domestic market, the following issues have been raised and considered in order of priority according to tangible goals: Price of the product: Negotiating a fair price for the pharmaceutical products is also crucial The contract should include the price, as well as the costs associated with transportation, packaging, and insurance Shipping costs: The parties need to agree on the cost of transporting the product from the factory to the customer's location This is a feature to select Incoterms, the responsibilities of the parties are determined Price: This is the most important issue in contract negotiation, the parties need to agree on a product price in accordance with the product's quality and competition in the market Price application time: The parties need to determine the time to apply the price on the contract, this helps to avoid the product price being changed during the contract performance Quantity of the product: The contract should specify the exact quantity of pharmaceutical products that the business needs to import from India to meet the demands of the domestic market Delivery time: The contract should also specify the delivery time of the products from India to the business's warehouse in Vietnam to ensure that the products can be provided to the market on time Delivery time: The parties need to make a decision on the delivery time in accordance with the needs of the customer Delivery time must be clearly and specifically defined in the contract Shipping conditions: The parties need to determine the shipping conditions of the product such as temperature, humidity, light, and other requirements to ensure that the product is not damaged during transportation Payment terms: The contract should clearly define the payment terms, such as prepayment, payment upon receipt, or payment by letter of credit 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may include remittance fees, currency conversion fees, or other costs associated with transferor money across different countries Shipping conditions: The contract should define the shipping conditions of the products from India to the business's warehouse in Vietnam, including the shipping method, transit time, and shipping costs Quality management: The contract should outline the responsibilities of all parties involved in managing the quality of the products, including quality control procedures during the importation and supply process Issue: Regulations and testing standards: The parties may disagree on specific regulations and testing standards to be applied to the goods, which may include testing methods, sample quantities, acceptance criteria, and other requirements related to the product testing process These agreement may also relate to the reliability and recognition of the testing parties The parties may not agree on the method of error handling, compensation for damages, or retesting Testing methods: The parties need to make a decision on the testing method for the product This method must meet quality standards and be executed properly Responsibility and costs: An issue that often arises is determining who will be responsible for and bear the costs associated with product testing The parties may have the right to propose terms and conditions regarding cost-sharing for testing and administer that the responsible party testing performs that meets the agreed-upon standards and regulations Warranty conditions: The contract should specify the warranty period and conditions, including the warranty method and provisions for returns or refunds Issues: 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37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 The seller disagrees with the warranty period and scope This may relate to the length of the warranty period, the scope of the warranty (including components, parts, or warranty services), and the conditions applicable to the warranty, which may include identifying factors that affect the validity of the warranty, such as improper use, unauthorized repairs, or violation of usage instructions Dispute over warranty scope and method of compensation: Parties may not agree on the scope and method of compensation and resolution of damages during the warranty period They need to determine the value of compensation, the scope of compensation, and the terms and conditions related to the resolution of damages Time for payment: The parties need to make a decision on the timing of payment for the product or service provided Payment times may vary depending on product type and industry regulations The parties need to ensure that the payment time is satisfactory and reasonable to avoid negotiation during the transaction Insurance: The cargo must be insured by an insurance company duly established and capable of covering all risks to the cargo Both parties may want to choose an insurance company that is favorable to their side (for example, this insurance company is familiar to them, this insurance company is located close to them, they are longtime partners with the insurance company, so they can receive incentives when using the service, ) so it is difficult to agree on the insurance company Insured Perils: Any risk of material loss or damage caused by external factors and including risks of violent war, riots and civil riots (for countries at risk wars, riots, high riots need to claim these types of insurance) Identify the benefits, BATNAS, resistance points of several issues: 3.1 About the price: Position (Needs): Reduce product cost per unit by 5% Benefits (Interest): o Reduce production costs for the company (buy input from partners for production) 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37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 o The negotiation process is shortened because the company is in urgent need of raw materials Resistance point: The company's resistance point is at 0% to reduce the product cost because the goal is integration negotiation, so if it is not possible to negotiate the price issue with the partner, the company can use the solution Logroll method With this resistance point, we will be flexible so that both sides can gain maximum benefit BATNAs: o Offer to raise the minimum purchase amount, which means an increase in the number of purchases, at a lower price o Look for an alternative partner Sun Pharmaceutial Industrial Company provides API with the price of the first products as our needs, but the remaining product is not on the list of business items of this company This is also a good alternative when providing our company with a reasonable price, but when cooperating with this company, you will have to negotiate the purchase twice Company Dr Reddy offers all API products at a price that is right for our needs, but their production scale is still small, not able to meet our purchasing volume, it is necessary for them to grow the scale time (the company is in urgent need of raw materials) 3.2 About the timing of the price increase: Needs: Only make product price increases every months Interest: Helps stabilize costs for the company in the longer term (unless market prices drop) Resistance Point: Performed every months the price move up 3.3 About payment term: Needs: 30 - 60 days from the date of receiving the product Interest: Allowing buyers enough time to check the quality of the product before paying the seller Resistance point: 20 days from the date of receiving the product Payment days cannot be too short because businesses need enough time to use up all products in stock before receiving new shipments 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 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buyer will not be able to pay o Payment is guaranteed by bank guarantee: this is not recommended payment method, as the seller will only be paid when the requirements of the guarantee are met However, this method does not guarantee the buyer because if the seller fails to fulfill his obligations, the buyer will have to pay the bank Partner analysis Partner strength Is an Indian multinational pharmaceutical company specializing in the production of APIs, intermediates and nutritional ingredients Divi is a global leader in manufacturing APIs with top quality, is one of the best, is on the top list of top pharmaceutical companies Thus, the partner brings negotiating power with good quality, different from the market Partners' interests and needs Demand: Sell their pharmaceutical products at the advertised price Benefits: Selling at the right price to increase revenue for the business For the negotiators, their successful negotiation is like a win over their partner (because they negotiate in a split way) 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 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client file In addition, this is also an international company, so the number of customers who want to transact with them is really large, capturing their BATNAs will be very difficult Initial goal and proposal Objective: Increasing sales and growth is the main goal of the partner company To achieve this goal, companies focus on developing new products, improving the quality of existing products, enhancing brand promotion, expanding markets, and maintaining customer relationships now available Initial proposal: After having the first meeting with the partner, the two sides had discussions about the product as well as the product price ST Product name Unit price ($) first Capecitabine 640.02 Carbidopas 219.85 Levetiracetam 91.85 Naproxen 32.25 Nabumetone 22.47 T 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37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 Composition and structure of the partner's negotiating team The negotiating team includes: Lead Negotiator: The person who represents the Indian side in the negotiation process The main negotiator is the person with high authority in the purchasing department, the purchasing manager Supporting Negotiator Team: Consists of people with certain expertise and skills to assist the lead negotiator in the negotiation process These people can be business experts, lawyers, translators, technical support staff, etc Reputation and negotiating style of partners This is a large-scale and professional company, so Indian partners often appreciate prestige in negotiations They consider the two sides must demonstrate mutual trust in order to reach a final agreement Therefore, they often place a high value on keeping their promises and fulfilling their commitments During the negotiation process, the counterparty often has a rather rigid style and tends to be consistent about his or her point of view They often make requests and suggestions clearly and firmly, and are often quite difficult to change their minds Strategies and tactics that partners often use They make it their goal to get the highest possible benefit in the contract or agreement To achieve this goal, they often employ strategies such as focusing on convincing their counterparty of the necessity of the terms they want to achieve, or finding weaknesses in the other's offer cooperation and use them to reach a better deal They also often use questions to learn about the partner's goals and requirements, thereby building an appropriate negotiation strategy Partners often have a fairly independent attitude and not like interference from third parties in the negotiation process They value self-responsibility and selfdetermination in the negotiation process However, they also promote fairness and integrity in the negotiation process, and often not accept agreements that lack transparency or are ethically questionable 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37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 Increase every year The Product Price may be increased by the Seller for each Contract Year after the first Contract Year by (i) a percentage equal to the percentage increase in the Producer Price Index (Pharmaceutical Preparations, PCU directed by the Seller) Germany 2834 #1, hereinafter referred to as “PPI”), published by the United States Department of Labor, Bureau of Labor Statistics, or next comparable index, over a twelve (12) period ) month ending with the most recent month for which monthly statistics are published as of the first day of the new contract year These Section 8.2 Product Price changes will become effective January of each new Contract Year for all Scheduled Delivery Dates for that year Increased handling costs The Price of the Products may also be increased by the Seller upon written notice to the Buyer after the commencement of production, regarding the cost increase for extended processing times, Specifications are corrected change or other process requirements beyond the initial assumptions and parameters The Parties shall negotiate in good faith to reach an agreement on a pricing of the Products that fairly reflects such increased costs Comply with foreign regulatory authorities Additional payments or price increases may also be required to comply with regulatory requirements, fees and other costs incurred by Seller in order to import Products into a foreign country, pursuant to Section 7.5 Tax Price of Products mentioned above does not include sales, use, consumption or excise taxes of any taxing authority Such tax amount, if any, will be added to the Product Price in effect at the time of delivery and will be reflected in the invoices sent by Seller to Buyer pursuant to this Agreement Buyer shall pay such tax amount to Seller in accordance with the payment provisions of this Agreement ARTICLE 5: BUYING PRODUCTS; DELIVERY The order Except where the Parties may otherwise agree with respect to a particular shipment, the Products shall be ordered by Buyer on a written order, which shall be delivered to Seller not less than ninety (90) days before the Delivery Date specified in such orders Upon receipt of each Seller's order hereunder, Seller will 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 supply the Product in such quantity (with any deviations permitted below) and will use its best efforts to deliver such Product to Buyer no later than seven (7) days from the date of Delivery date specified in that order Once received by Seller, orders are solid and cannot be canceled or modified without Seller's prior written consent, which will not be unreasonably withdrawn Purchase quantity All Products will be ordered according to Lot sizes or their multiples Each order will specify the number of Product Units to be ordered The actual quantity shipped under a given order may differ from the quantity reflected in that order by up to percent (5%) and still be considered to comply with that order Terms of delivery Delivery terms for the Product shall be FOB to Seller's Greenville, North Carolina Factory Title and risk of loss and/or damage to the Products will pass to Buyer upon delivery of the Products to Seller's Greenville, North Carolina plant carrier All Products will be adequately prepared by Seller for safe and legal shipping; shall be transported to the Buyer's distribution center or another location designated by the Buyer, through a joint carrier agreed upon by the Parties; and must be accompanied by appropriate means of transport and other agreed documents No Products of any Third Party shall be shipped with the Products Shipping costs actually prepaid by the Seller will be billed by the Seller to the Buyer monthly on separate invoices Import and Export Issues Buyer will prepare, obtain and maintain all necessary import and export registrations relating to Active Pharmaceutical Ingredients Buyer represents and warrants that they will comply with all applicable import and export laws and regulations Port of Loading: ICD Sanathnagar Destination Port: Tien Sa Port, Da Nang Delivery time: within 30 days from the date the seller receives the L/C Partial Delivery: Allowed Multiple delivery: allowed Trans-shipment: Not allowed 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 Notice before delivery: Within (days) before the date of departure of the ship from the port of loading as expected, the Seller must notify the buyer by Fax with the following contents: Contract number, L/C number, name of goods, quantity of goods, value of goods, estimated time of ship leaving port Communication/Notice between two parties during delivery: The Seller shall send the Buyer the Booking Note within 07 days prior to ETD date The Buyer shall give S/I (Shipping Instruction) to the Seller within 02 days at least before ETD date Within 02 days after B/L date, the Seller shall inform the Buyer details of shipment Within 07 working days after Notice of Arrival date, the Buyer shall give all their ideas or complaints to the Seller in writing, otherwise, any claim from Buyer on quality or quantity is out of validity Delivery notice: Within ( ) working days from the date of departure of the ship from the port (understood as the date of issuance of the bill of lading), the Seller must notify the Buyer by Fax with the following contents: Contract number, L number /C, name of goods, quantity, number of packages, weight and size of each package Total weight, invoice value, Vessel name, ship engine and nationality, bill of lading number, estimated time of ship to destination Terms of Delivery Delivery terms shall be CIF Tien Sa port, Da Nang , at which time risk of loss and responsibility for Product will transfer to NT company limited CIF has the meaning assigned to it in the ICC Incoterms, 2020 The seller delivers the goods on board the ship, which is booked by the seller and arranged so that the goods are safely on board at the named port of delivery in the seller's country The seller transfers risk to the buyer when the goods are placed on board the vessel The seller bears all costs from the time the goods are released from the warehouse until the goods are delivered to the buyer's port These costs include trucking, paying export tax (if any), customs clearance for export, bearing the cost of loading the goods on board The seller hires international transport (ships) and is responsible for the costs 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 until it arrives at the port of import More importantly, the seller buys insurance for the shipment to protect the interests of the buyer ARTICLE 6: PAYMENT METHODS The specific payment methods are as follows: Deposit payment After the Seller has completed the production of the Lots prior to the time of delivery, the Buyer shall pay the Seller 30% of the Product Price for such Lots The remainder of the Shipment Invoice will be paid to Seller upon delivery of the completed Product to Buyer The entire remaining contract value is payable by an irrevocable letter of credit to the seller The L/C includes the total value of the contract opened within days from the date the Buyer receives the Performance Guarantee specified in Article 10 of this contract L/C is effective and expires up to 30 days from the date of issue L/C informed by bank Present documents within 21 days from the date of issue of bill of lading All payments will be made under the presentation of the following documents: 3/3 original perfect bill of lading, lined up, prepared by order of the Open Bank, stating “freight prepaid”, Commercial invoice: Packing slip: originals originals Certificate of quality and quantity issued by the Manufacturer: originals Certificate of Origin issued by the Chamber of Commerce and Industry in the country of India Certificate of insurance (all risks) equal to the contract value as specified in article of this contract 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 Accept a set of non-payment documents including a copy of the charter party sent via DHL to the Buyer within days from the date of issue of the bill of lading to the address Phan Dinh Phung, Hai Chau 1, Hai Chau, Da Nang 550000 All costs arising from the delivery of incorrect, incomplete or delayed documents of the Seller shall be borne by the Seller The buyer will not pay for the goods when the goods are lost or damaged in the event of the seller's fault The buyer pays 50% of the contract value when the goods are lost or damaged due to transportation or external and objective factors ARTICLE 6: TRAFFIC RENTAL The seller commits that signing a charter contract with reputable ship owners in the market, for seagoing ships qualified for international sea voyages, the age of the ship must not exceed In the charter contract, the freight is clearly stated Fees paid in advance, the ship owner (carrier) is responsible for the goods from the time the goods are loaded over the ship's rail ARTICLE 7: US INSURANCE The cargo must be insured by an insurance company duly established and capable of covering all risks to the cargo Insured Perils: Any risk of material loss or damage caused by external factors and including risks of violent war, riots and civil riots (for countries at risk wars, riots, high riots need to claim these types of insurance) Coverage Period: During the entire transportation of the goods from the seller's premises to the buyer's premises Conditions of coverage will be subject to: Class A conditions of coverage Beneficiaries of the Insurance: Phan Thi Huong Tram; When the risk of claims is paid in Vietnam ARTICLE 8: INSPECTION OF GOODS 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 Seller shall prepare equipment qualification and manufacturing validation procedures, and shall perform equipment and utility evaluations and validate manufacturing, packaging and cleaning procedures in accordance with applicable standards that process In the event that any Product is delivered by THE SELLER to The Buyer's designated carrier, The Buyer will, upon inspection, reject such Product by giving THE SELLER written notice within thirty (30) days after The Buyer receives such Product and all relevant quality assurance documents, including but not limited to certificate of analysis For any claim regarding containers or container closure systems for Products packaged by THE SELLER, The Buyer will provide such packaging to THE SELLER for analysis Any notice given below shall set forth the manner in which the Product fails to meet such warranty or Specification If it is determined by agreement of the Parties (or in the absence of agreement of the Parties, by an independent laboratory or consultant acceptable to both parties and the fee shall be borne by the non-preferred Party) payment position), the non-conformity is caused by damage to the Product caused by The Buyer or its agents, then THE SELLER will not be liable to The Buyer for such product If the non-conformity is caused by THE SELLER's breach of this Agreement, negligence or willful misconduct, THE SELLER will credit The Buyer's account for the price invoiced for the Product not that fits Therefore, if previous payment has been made by The Buyer, THE SELLER will, at the Barrier's option, (x) apply that credit to future orders; (y) offset such amount against another amount then due THE SELLER below; or (z) replace the nonconforming Product with a suitable Product at no additional cost to The Buyer THE CLAIMS ARRIVING THEREFORE WILL BE SEEN TO BE FOLLOWED BY THE BUYER IF NOT HISTORED WITHIN SIX (6) MONTHS AFTER THE DAY OF THE COMPLAINTS CREATION OF THE CLAIM, N ERROR THE EXISTENCE OF THE PRODUCT THAT CANNOT REASONLY BE DISCOVERED THE BUYER WILL BE DISCLOSED WITH THE BUYER UNDER 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 THIS FINDED ERROR WITHIN THREE (3) MONTHS AFTER FINDING THE ERROR, BUT IN NO OTHER CASE (3) EXPIRY OF THAT PRODUCT Handling Nonconforming Product In any event where The Buyer intends to bring a claim against THE SELLER for damaged or nonconforming Products, The Buyer will not dispose of such Products without written permission and THE SELLER's instructions on disposing of the Product or returning the Product to THE SELLER Hold/Reject the product THE SELLER will notify The Buyer pursuant to the Quality Agreement of the withholding and/or rejection of Products that may affect the manufacturing process and may require approval of The Buyer prior to settlement The seller must inspect the goods before delivery (1st Inspection) All costs are borne by the Seller The second inspection is borne by the buyer, the inspection cost is borne by the buyer The difference between the first test result and the second test result, the second test result is decisive In case there is a difference in quantity or quality (parts details), the Buyer has the right to claim from the Seller: Reference standard The required reference standards for the API and key Product components available in the United States Pharmacopeia will be provided by Seller ARTICLE 9: WARRANTY The warranty period for the Supplies is week from the date of signing the bill of lading or operating hours whichever comes first During the warranty period, the Seller shall provide free of charge for any omissions or failures of the Work which are caused by the negligence of the Seller or by natural wear and tear During the warranty period, the Buyer must notify the Seller of any damage in writing The seller, immediately upon receipt of this sale, must perform an inspection 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 and provide the corresponding quantity Estimates of additional time must be communicated to Buyer All costs related to the warranty will be borne by the seller The Seller warrants that all additional products during the warranty period are also covered by the warranty period of the new product from the date of implementation of the warranty Seller shall not be liable for any damage caused by Buyer's fault or improper use Warranty by Seller Seller warrants to Buyer that the Products, at the time of sale and shipment by Seller to Buyer, (a) will comply with the Specifications in effect at that time; (b) shall be manufactured in compliance with all applicable laws and regulations and in accordance with the CGMP; (c) will not be (i) adulterated or misbranded by Seller as defined by the FD&C Act, or (ii) an item may not enter interstate commerce as required by Section 404 or 505 of the FD&C Act; and (d) If Buyer elects to conduct its own shipment assessment, the remaining shelf life will be proportionally reduced for the period required by Buyer for such an assessment Seller's Disclaimer Seller expressly disclaims (a) any warranties that the Products (i) will be marketable, (ii) will be fit for any particular purpose; (b) any other warranties in respect of the Products, express or implied, except as expressly set forth in this Agreement; and (c) any warranties with respect to the formulation, ingredients, use or distribution of the Products or with respect to the marketing and/or sale of the Products to third parties Warranty by Buyer Buyer represents and warrants to Seller that (a) use, distribution, marketing and/or sale of the Products will comply with applicable legal and regulatory requirements, and such Buyer shall maintain all related obligations; 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 (b) Buyer will comply with applicable law and Buyer will fully notify Seller of any developments that may affect Seller's production of the Products below; (c) that in the event Buyer ships the Products outside of India, Buyer will fully comply with all applicable Indian government export control and control laws and regulations export of any Products purchased from Seller ; Specifications Change In the event the Seller changes the Specifications, the Seller shall promptly notify the Buyer in writing of such changes and in the event such changes directly affect the Party's schedule or costs Seller, Seller will promptly notify The Buyer of any schedule and/or price adjustments resulting from such changes Prior to making such changes, the Parties agree to negotiate in good faith in an attempt to reach agreement on a new price for any Product that embodies such changes and any other modification to with this Agreement may be required by such changes ( ie , adjustment of delivery times for orders) THE SELLER will not make any changes to the Specifications without The Buyer's prior written consent Quality agreement The Quality Agreement is attached herein as Appendix (“ Quality Agreement ”) which further details the Parties' quality assurance obligations and responsibilities with respect to the Products Notwithstanding anything to the contrary in this Agreement or in any other document or agreement, in the event of a conflict between this Agreement and the Quality Agreement, this Supply Agreement shall govern and control ARTICLE 10: CONTRACT PERFORMANCE GUARANTEE Within days after signing the contract, the Seller must open a contract performance guarantee with a value of 10% of the total contract value (i.e ) stated in clause The contract performance guarantee is valid until 30 days after the expiry date of the warranty period and will be returned to the seller after the expiration of the warranty period 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 The Guarantee shall be issued by a Bank accepted by the buyer by means of an irrevocable and unconditional guarantee in a form accepted by the buyer All costs incurred when opening the guarantee are borne by the Seller and the Seller must compensate and ensure the indemnification of the Buyer from these costs ARTICLE 11: TERMINATION OF CONTRACT Terms Unless terminated earlier under the terms of this agreement, the term of this Agreement shall commence on the Effective Date and shall continue in effect until December 31, 2027 Termination by General Agreement This Agreement may be terminated at any time by mutual written agreement between the Parties Default termination This Agreement may be terminated by either Party in the event of a material breach or failure of the other Party to comply with the terms and conditions of this Agreement; The contract will be considered as a fundamental breach if: Strict compliance with these contractual obligations (which were not fulfilled) is at the core of the contract; or Failure to perform substantially deprives the aggrieved party of what it could reasonably expect from this contract Cases that are considered as fundamental violations of the contract : delay in delivery, non-conforming goods, under-delivery of goods Provided, however, that the other Party must first notify the breaching Party in writing of the proposed termination or cancellation of this Agreement, outlining the grounds for doing so Upon receipt of such notice, the breaching Party shall have thirty (30) days to respond by addressing the breach; but in no event shall the time limit for redress of such breach not exceed thirty (30) additional days If the breaching Party fails to respond or fails to work and remedy the breach within the above-mentioned additional time, the other Party may suspend the Agreement 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 indefinitely or terminate the Agreement Termination of this Agreement pursuant to this Section 11.3 shall not affect any other rights or remedies that may be available to the non-infringing Party A cancellation statement is effective only if it is communicated to the other party A cancellation statement is effective only if it is communicated to the other party Bankrupt; default Either Party may terminate this Agreement upon the occurrence of one of the following cases: The introduction of a decree or relief order by a court of competent jurisdiction against the other Party in an involuntary case under the Bankruptcy Code, as hereinafter constituted or amended, or under any other status other applicable federal or state insolvency or other similar law and the effect of any such decree or order not suspended and in effect for a period of sixty (60) consecutive days; or The other Party's filing of a claim for relief under the Bankruptcy Code,, now incorporated or hereafter as amended, or any other applicable insolvency of other similar law ARTICLE 12: LEGAL RESPONSIBILITIES / PENALTIES FOR SLOW DELIVERY If the Seller fails to deliver the Goods within the stipulated time, the Buyer may declare cancellation of the contract in accordance with Article 11 of this contract If the Seller delays delivery as specified in the contract, the Buyer is entitled to a fine equivalent to 2% of the price of these goods for each day of delay from the agreed delivery date or the last day of delivery of the agreed delivery period specified in Article of this contract, provided that the Buyer must notify the Seller of this delay If Buyer gives such notice to Seller within days of the agreed delivery date or the last day of the agreed delivery period, the damages payable shall be calculated from the agreed delivery date or the last day of the contract end of the agreed delivery 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 term If the Buyer gives such notice to the Seller more than days after the agreed delivery date or the last day of the agreed delivery period, damages shall be calculated from the date of notice The compensation for late delivery must not exceed 10% of the price of the delayed delivery Compensation for late delivery does not preclude the cancellation of this contract pursuant to Article 11 If any sum is determined to be payable to the Buyer as a liability or penalty for late delivery, the amount This will be paid separately, not in conjunction with other payments to the Seller under this contract ARTICLE 13: FORCE MAJEURE A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or context by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion , insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party's reasonable control, including any curtailment, order, regulation, or restriction imposed by government, military or lawfully established government, or by making of civil authorities necessitated by an emergency circumstances not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement ARTICLE 14: MODIFICATION OF CONTRACT Any amendment or supplement to the contract will only be valid if it is signed by authorized representatives of both parties This amendment and supplement will be an integral part of the contract English will be used in all transactions and communications between the two parties ARTICLE 15: ECONOMIC Arbitration Any differences or disputes arising from this contract or its written agreements relating to the performance of the contract shall be resolved by amicable efforts between the parties Any dispute or difference related to the contract which cannot be resolved on the basis of mediation shall be resolved at the International Arbitration Center in Vietnam (hereinafter referred to as the law) with three arbitrators appointed according to the provisions of the Law The place of arbitration at Vietnam's International Arbitration Center is located at the Vietnam Water Industry and Commerce Office Vietnam's procedural law will apply in case the Arbitration Law does not mention it Any dispute shall be resolved in accordance with the terms of the contract and other agreements relating to the performance of the contract, otherwise the laws of Vietnam shall apply without reference to other laws 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.C.33.44.55.54.78.655.43.22.2.4.55.2237.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.66 The arbitrator's award shall be in writing, final and binding on both parties Arbitration costs and/or other costs shall be borne by the losing party Vietnamese is the language used in the arbitration ARTICLE 16: CONTRACT GOVERNING LAW If the seller does not agree with the law of the Socialist Republic of Vietnam, or if this law is not sufficient to resolve the issue in the contract, the dispute shall be resolved in accordance with the provisions of other laws or through other dispute resolution methods such as economic arbitration ARTICLE 17: NO TRANSFER The Seller is not allowed to assign part or all of the contract directly or indirectly without the prior written consent of the Buyer In the event of mutual consent, each point, or points, of the contract will be legally transferred, the remainder remaining unchanged ARTICLE 18: LANGUAGE AND MEASUREMENT SYSTEM All transactions and communications between the two parties including notices, requests, agreements, offers or offers will be made in English All drawings, technical descriptions, reports or other documents shall be prepared in English The contract is made in both English and the two copies have the same legal validity Dates are calendar days, unless otherwise stated ARTICLE 19: ENTIRE CONTRACT The contract between the two parties includes the terms stated in this contract and the following attached appendices: - Appendix 37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.55.77.77.99.44.45.67.22.55.77.C.37.99.44.45.67.22.99 h 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