Topic conduct a contract negotiation bamboo airways (vn) and boeing company (us) negotiate to buy plane

MINISTRY OF JUSTICE HANOI LAW UNIVERSITY GROUP ASSIGNMENT SUBJECT: NEGOTIATION TOPIC: Conduct a Contract Negotiation: Bamboo airways (VN) and Boeing Company (US) negotiate to buy plane GROUP : 03 CLASS : N03 Ha Noi, 2021 AGENDA Agenda for meeting - 15 September Time: 7.00 am - 11.00 am Location: Bamboo Airways Board Room, Vietnam Participants Meeting Chairman - Ms Thuy Ngan Dang Phone number: 0948363555 Email adress: lamphan@bambooairways.vn Bamboo Airways Chairman of the Board Ms Thi Hong Lam Phan Chief Flight Operations Officer Ms Huong Giang Bui Deputy Engineering and Maintenance Director Ms Thuy Duong Do Chief Brand Officer Ms Thi Hai Yen Nguyen Chief Technical Officer Mr Duc Luong Tran Chief Financial Officer Mr Nhat Quang Nguyen Chief Human Resources Officer Ms Binh Xuan Nguyen Boeing Airways Chairman of the Board Ms Tong Huong Tra Nguyen General Director Ms Thi Ut Nguyen Accounting manager Ms Thuy Ngan Dang Chief Brand Officer Ms Thi Thu Phuong Nguyen Chief Financial Officer Ms Minh Ngoc Nguyen Chief Technical Officer Ms Thi Le Na Vo Ms Thi Mai Chi Luong - Minutes Topics  Object of the contract  Engineering, machinery  Quantity  Payment  Delivery  Staff issues  Warranty SALES AGREEMENT Sales Agreement (hereinafter referred to as “Agreement”) is made on this day of August by and between: THE SELLER Boeing Airways Joint Stock Company (hereinafter referred to as “Party A”) Head Office Address: Chicago, Illinois, America Tax code: 123456789 Tel: +1 (202) 861-0737 Facsimile: + 84 (8) 05476281 Bank account: 081202759 Represented by: Ms Tong Huong Tra Nguyen Position: Chairman of the Board and THE BUYER Bamboo Airways Joint Stock Company (hereinafter referred to as “Party B”) Head Office Address: No 30, Trang Tien Street, Hoan Kiem District, Hanoi, Vietnam Tax code: 0107867370 Tel: +84945424997 Facsimile: + 84 (8) 24567889 Bank account: 0011004382888 Represented by: Ms Thi Hong Lam Phan Hereinafter collectively “the Parties” Position: Chairman of the Board NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: SECTION 1: DEFINITION AND INTERPRETATION For purposes of this Agreement, the following terms have the following meanings, respectively: “Acceptance” means the Deliverables are found to comply in all respects with this Agreement and all goods, services, materials, documents and other information required under this Agreement have been supplied to Boeing “Agreement” means the Purchase Order, these Purchase Order Terms and Conditions, and where applicable the Special Terms and Conditions and any document expressly incorporated as part of this Agreement “Boeing” means Boeing 787-9 Dreamliner “Commodity” means aircraft and related equipment “Delivery date” means the date on which the Aircrafts have been bought will arrive at Bamboo Airways’ airport “Delivery note” means a document sent with a shipment of Aircrafts that describes the aircraft and the quantities being delivered “PO” means proposed purchase contract, which incorporates by reference these General Provisions and other terms and conditions set forth in this proposed purchase order “Deliverable” means a project management term that's traditionally used to describe the quantifiable Commodity that must be provided upon the completion of a project SECTION 2: SALE OF AIRCRAFT Party A agrees to sell to Party B and Party B agrees to purchase from Party A the following Aircraft: Commodity and Price Commodity Details Unit price Quantity (USD) Aircraft Name: Boeing 285,000,00 20 787-9 Dreamliner Total account (USD) 5,700,000,00 Specifications: 2.1 Factory standard: - Aircraft model: Boeing 787-9 - Aircraft year: 2021 - Aircraft registration number: Boeing 787-9 Dreamliner 2.2 Registered Standard: A quality system that meets the requirements of AS/NZS ISO 9001:2016 (Quality Management Systems), AS9100/AS9110/AS9120 or other similar quality control systems acceptable to Boeing 2.3 Quality of Commodity Party B shall manufacture, pack and supply the Commodity in accordance with industry standards, quality, functionality, life-cycle declared itself or registered to the authorities SECTION 3: PRICE AND VALUE OF AGREEMENT The Commodity Price, therefore the total value of Agreement, shall remain unchanged during the implementation of Agreement 2 The total value of Agreement, shall be inclusive of all kinds of taxes, the costs of packaging and delivery of Commodities Total value of the Agreement: USD 5,700,000,000 (In words five billions seven million United States Dollar) SECTION 4: PAYMENT Party B shall pay the amount to Party A within 30 days of receiving a Correctly Rendered Invoice from Party A Party B has no liability for any other expense or cost incurred by Party A Party B shall be deemed to have waived all charges and fees that are not invoiced within 180 days of becoming due for payment 4.1 Total value of the Agreement shall be made by instalment as follow: The First Installment: Party B shall deposit 80 percent of the total value of the Agreement equivalent to USD 4,560.000.000 (in words four billion fifty-six hundred million United States Dollar) within five working days from the signing date The deposit shall ensure the performance of this Agreement, and may be offsetted automatically for Party A’s obligation payment after Delivery Note duly signed by the Parties The Second Installment: Party B shall pay 20 percent of the total value of the Agreement in the period of 60 days from the actual Delivery Date and the presence of Delivery Note and a fiscal invoice In case, Party B returns 55 percent of the quantity of the Commodity without fault of Party A, Party B shall pay for the value of Commodity actually delivered 4.2 Payment Method: The payment shall be made to the bank account of Party A as nominated below: Beneficiary: Ms Tong Huong Tra Nguyen Bank: American’s bank Account number: 081202759 Branch: Illinois-Southern The transfer fee shall be at Party B’s cost SECTION 5: RISK AND TITLE Risk in the Deliverables passes from Party A to Party B on the completion of both delivery and Acceptance Ownership of, and unencumbered title to, the Deliverables or any part of the Deliverables passes to Party A upon payment Where payment is made in instalments, ownership passes in proportion to the percentage paid SECTION 6: PRE-PURCHASE INSPECTION 6.1 After the signing of this Agreement, Party B shall have the right to perform a pre-purchase inspection of the Aircraft Party B may inspect and test the Deliverables prior to Acceptance If, in the reasonable opinion of Party B, the Deliverables not comply with the requirements of this Agreement, Party B may reject and return the Deliverables at Party A's expense Party B shall have the right to conduct further inspections and tests after Party A has carried out its remedial actions 6.2 If Party B does not perform or have this inspection performed within 10 days of the signing of this Agreement, then Party B shall be deemed to have waived his/her/its right to such inspection 6.3 Upon completion of this inspection, Party B shall have 15 days to notify Seller that he/she/they will not purchase the Aircraft If Party B elects not to purchase the Aircraft, Party B shall notify Seller in writing of this decision 6.4 Upon receipt of such notice, Party A shall return, or have returned, within 15 days, to Party B all payments made by Party B, except for the deposit Upon completion of this inspection, Party B shall present to Party A any list of discrepancies compiled Party A shall have 10 business days to review the list and to notify Party B of Party A's decision: (a) to pay to have the discrepancies - discrepancies affecting the airworthiness of the Aircraft repaired at Party A's expense and to complete the sale; or (b) to decline to pay the costs of repairs and to terminate the Agreement If Party A declines to pay the cost of repairs, Party A shall refund, or have refunded, Party B's deposit and shall reimburse Party B for the cost of the pre-purchase inspection SECTION 7: DELIVERY 7.1 Party A will deliver the Deliverables to the Delivery Location by no later than the Delivery Date In the event of any anticipated or actual delay, Party A will immediately notify Party B in writing of the reasons for the delay and the actions being taken to minimise the delay Party A shall: 7.1.1 deliver the Deliverables with detailed identification documentation on each single package and include a certificate of conformance/release certificate detailing the Purchase Order number, part number and description, serial number and quantity delivered; and 7.1.2 provide a copy of the manufacturer’s certificate of conformance along with Party A’s release certificate where applicable SECTION 8: TERM 8.1 If Party A: 8.1.1 becomes bankrupt or insolvent, or being a company, goes into liquidation or has a receiver or manager appointed on behalf of its debenture holders, creditors or their assigns; or 8.1.2 is subject to a petition presented or proceedings taken or instituted in any court for the compulsory winding up of Party A and not having the petition or proceedings removed within one month of service; or 8.1.3 breaches any of the obligations specified in clauses 8.1.4 commits any act or omission, or breaches this Agreement and fails to remedy such default within seven days of delivery of a notice from Boeing requiring the Supplier to remedy the breach, 8.2 Boeing may immediately (without prejudice to any other right or remedies which Boeing may be entitled to, whether under this Agreement, at law in equity or otherwise), terminate this Agreement by serving written notice on Party A SECTION 9: DAMAGES 9.1 Any non-performance gives the aggrieved party a right to damages either exclusively or in conjunction with any other remedies except where the non- performance is excused under force majeure as provided for in Section 14 of this Agreement 9.2 Where this Agreement is not avoided, damages for a breach of this Agreement by one party shall consist of a sum equal to the loss, including loss of profit, suffered by the other party Such damages shall not exceed the loss which the Party in breach ought to have foreseen at the time of the conclusion of this Agreement, in the light of the facts and matters which then were known or ought to have been known to it, as a possible consequence of the breach of this Agreement 9.3 If this Agreement is avoided and if, in a reasonable manner and within a reasonable time after avoidance, Party B has bought Aircraft in replacement or Party A has resold Aircraft, the Party claiming damages shall recover the difference between the Agreement price and the price paid for Aircraft bought in replacement or that obtained by the resale 9.4 The damages referred to in paragraphs 10.4 and 10.5 of this Section may be increased by the amount of any reasonable expenses incurred as a result of the breach or up to the amount of any loss, including loss of profit, which should have been foreseen by the Party in breach, at the time of the conclusion of this Agreement, in the light of the facts and matters which were known or ought to have been known to it, as a possible consequence of the breach of this Agreement 9.5 Damages are to be paid in a lump sum 9.6 Damages are to be assessed in the currency in which the monetary obligation was expressed SECTION 10: MITIGATION OF HARM A party who relies on a breach of this Agreement must take such measures as are reasonable in the circumstances to mitigate the loss, including loss of profit, resulting from the breach If it fails to take such measures, the Party in breach may claim a reduction in the damages in the amount by which the loss should have been mitigated SECTION 11: TERMINATION 11.1 Boeing, in addition to any other rights it has under this Agreement, may at any time and for any reason terminate this Agreement, by notifying Party A in writing that this Agreement, or a specified part of this Agreement, is terminated from the date specified in such notice Upon receipt of a notice of termination in whole or part the Party A must: 11.1.1 immediately cease work on all Deliverables specified in the notice; 11.1.2 comply with any direction that Boeing may give to Party A in relation to the subsequent performance of this Agreement; 11.1.3 everything possible to mitigate all loss, cost (including the cost of compliance with any such direction) and expense arising as a consequence of the termination of this Agreement or a part of this Agreement; and 11.1.4 terminate all affected sub-Agreements or supply agreements 11.2 If requested in writing by Party A within a period of 30 days from the service of a notice given pursuant to this clause and supported by reasonable documentation, Boeing will pay to Party A all amount due and not previously paid to Party A for any Deliverables completed in accordance with this Agreement and for work thereafter completed up to the effective date of termination as specified in the notice The total sum to be paid to Party A will not include any consideration for loss of anticipated profits for terminated Deliverables or work, and Party A acknowledges that it has no claim in relation to such consideration SECTION 12: AVOIDANCE OF AGREEMENT 12.1 There is a breach of Agreement where a party fails to perform any of its obligations under this Agreement, including defective, partial or late performance 12.2 There is a fundamental breach of Agreement where: 12.2.1 strict compliance with the obligation which has not been performed is of the essence under this Agreement; or 12.2.2 the non-performance substantially deprives the aggrieved party of what it was reasonably entitled to expect under this Agreement 12.3 In a case of a breach of Agreement according to paragraph 11.1 of this Section, the aggrieved party shall, by notice to the other party, fix an additional period of time of reasonable length for performance During the additional period of time, the aggrieved party may withhold performance of its own reciprocal obligations and may claim damages but may not declare this Agreement avoided If the other party fails to perform its obligation within the additional period of time, the aggrieved party may declare this Agreement avoided 12.4 In case of a fundamental breach of Agreement according to paragraph of this Section, the aggrieved party may declare this Agreement avoided without fixing an additional period of time for performance to the other party 12.5 A declaration of avoidance of this Agreement is effective only if made by notice to the other party SECTION 13: EFFECTS OF AVOIDANCE IN GENERAL 13.1 Avoidance of this Agreement releases both parties from their obligation to effect and to receive future performance, subject to any damages that may be due 13.2 Avoidance of this Agreement does not preclude a claim for damages for non-performance 13.3 Avoidance of this Agreement does not affect any provision in this Agreement for the settlement of disputes or any other term of this Agreement that is to operate even after avoidance SECTION 14: FORCE MAJEURE 14.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this contract or to have avoided or overcome it or its consequences 14.2 A party affected by force majeure shall not be deemed to be in breach of this contract, or otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under this contract to the extent that the delay or non-performance is due to any force majeure of which it has notified the other party in accordance with Section 15.3 The time for performance of that obligation shall be extended accordingly, subject to Section 15.4 14.3 If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this contract, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform 14.4 If the performance by either party of any of its obligations under this Agreement is prevented or delayed by force majeure for a continuous period in excess of three months, the other party shall be entitled to terminate this Agreement by giving written notice to the Party affected by the force majeure SECTION 15: HARDSHIP 15.1 Where the performance of this Agreement becomes more onerous for one of the Parties, that party is nevertheless bound to perform its obligations subject to the following provisions on change of circumstances (hardship) 15.2 If, however, after the time of conclusion of this Agreement, events occur which have not been contemplated by the Parties and which fundamentally alter the equilibrium of the present Agreement, thereby placing an excessive burden on one of the Parties in the performance of its Agreementual obligations (hardship), that party shall be entitled to request revision of this Agreement provided that: 15.2.1 the events could not reasonably have been taken into account by the affected party at the time of conclusion of this Agreement; 15.2.2 the events are beyond the control of the affected party; 15.2.3 the risk of the events is not one which, according to this Agreement, the Party affected should be required to bear; 15.2.4 each party shall in good faith consider any proposed revision seriously put forward by the other party in the interests of the relationship between the Parties SECTION 16: NOTICE Party A shall immediately notify Party B in writing when discrepancies in Party A's processes or goods are discovered or suspected regarding Goods delivered or to be delivered under this Agreement SECTION 17: ASSIGNMENT This Agreement may not be transferred or assigned without written authorization signed by part A and part B SECTION 18: TAXES Part A is liable for and shall pay all taxes, impositions, charges and exactions imposed on or measured by this Agreement except for applicable sales and use taxes that are separately stated on invoice of part A Prices shall not include any taxes, impositions, charges SECTION 19: WARRANTIES 19.1 Party A hereby warrants that: 19.1.1 this Agreement will be performed in accordance with all applicable legislation, regulations, advisory standards, industry codes of practice and Australian Standards; 19.1.2 it is properly licensed, equipped, organised and financed to comply with all of its obligations under this Agreement; 19.1.3 it will use new and appropriate materials of high quality to provide the Deliverables; 19.1.4 it employs strategies to mitigate cyber security incidents as advised by the Australian Cyber Security Centre and published on www.acsc.gov.au/infosec/mitigationstrategies.htm, as a means to prevent any security breach or compromise of Supplier Information Systems by unauthorised users, viruses, or malicious computer programs or any propagation of viruses or malicious computer programs on to any Boeing information or electronic systems; no patent, copyright, trademark, or other proprietary right employed or created by the Supplier in connection with the provision of the Deliverables infringes any Intellectual Property right, moral right or other right benefiting any third party or misappropriate any trade secret of any third party; 19.1.5 the Deliverables will be free from any liens or encumbrances; 19.1.6 meet all costs, irrespective of whether the costs are direct or incidental, associated with the discharge of the warranties, and at its own expense remedy any errors or defects in Deliverables which are notified by part A prior to the end of the Warranty Period SECTION 20: CONFIDENTIALITY In the parties’ relationship under this Agreement, either party may receive or have access to Confidential Information (as defined below) of the other Each party shall safeguard the confidential nature of the other's Confidential Information as it would its own Confidential Information, using at least reasonable care Neither party may use, copy or disclose any Confidential Information of the other, unless (i) necessary to perform its obligations under this Agreement or (ii) required by law or court order “Confidential Information" means all proprietary information disclosed by a party to the other and indicated as confidential Confidential information shall not include information that: (a) is known to the party receiving it as of the date of disclosure, other than by prior confidential disclosure; (b) is in the public domain, through no fault of the party receiving it; or (c) is independently developed by the party receiving it SECTION 21: AMENDMENT This Agreement may be modified only by a written agreement signed by the duly authorized representatives of the parties hereto SECTION 22: ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties and supersedes all communications, negotiations, arrangements and agreements, whether oral or in writing, between the parties with respect to the subject matter of this Agreement No amendment or modification of this Agreement binds either party unless it is in writing and signed by both parties SECTION 23: NON-PERFORMANCE of the obligation of Party A to deliver the Commodity at the agreed time If Party A fails to deliver the Commodity at the agreed time, Party B shall fix to Party A an additional period of time 30 days for performance of delivery If Party A fails to deliver the Commodity at the expiration of the additional period, Party B may declare this Agreement avoided in accordance with Section 10 of this Agreement SECTION 24: SETTLEMENT OF DISPUTE Any dispute, controversy and /or difference which may arise between the parties out of or in relation to this Agreement, or any breach thereof unless settled by good faith negotiations shall be settled by arbitration in Chicago, USA in accordance with the International Arbitration Rules of the American Arbitration Association The award thereof shall be final and binding upon the parties hereto SECTION 25: SEVERABILITY The Parties intend each provision of this Agreement to be severable and distinct from the others If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, the Parties intend that the legality, validity and enforceability of the remainder of this Agreement shall not be affected SECTION 26: APPLICABLE LAW This Agreement shall be governed by, and construed and interpreted under the laws of the State of Chicago, USA IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives in duplicate as of the day and year first above written, each party retaining one copy thereof, respectively DATE AND SIGNATURE OF THE PARTIES Seller Buyer Date: 15 September 2021 15 September 2021 Name: Ms Tong Huong Tra Nguyen Ms Thi Hong Lam Phan Signature Signature THE NEGOTIATING MINUTES The Negotiation between BamBoo Airways in Vietnam and Boeing Company in the US about buying and selling planes Date: 15 September 2021 Time: 7.00 am - 11.00 am Place: BamBoo Airways Board Room, Vietnam Meeting Chairman: Ms Thuy Ngan Dang Minutes: Secretary Ms Thi Mai Chi Luong Attendees: Parties A - Boeing Company - Boeing Company Chairman of the Board Ms Tong Huong Tra Nguyen - General Director Ms Thi Ut Nguyen - Accounting manager Ms Thuy Ngan Dang - Chief Brand Officer Ms Thi Thu Phuong Nguyen - Chief Financial Officer Ms Minh Ngọc Nguyen - Chief Technical Officer Ms Thi Le Na Vo - Secretary Ms Thi Mai Chi Luong Parties B - Bamboo Airways - Chairman of the Board Ms Thi Hong Lam Phan - Chief Flight Operations Officer Ms Huong Giang Bui - Deputy Engineering and Maintenance Director Ms Thuy Duong Do - Chief Brand Officer Ms Thi Hai Yen Nguyen - Chief Technical Officer Mr Duc Luong Tran - Chief Financial Officer Mr Nhat Quang Nguyen - Chief Human Resources Officer Ms Binh Xuan Nguyen Content of the Negotiation After discussing the issue of buying and selling aircraft via mail, the two parties decided to meet to negotiate with the hope of mutually beneficial cooperation at 8:00 am on September 15, 2021 at BamBoo Airways Board Room in Vietnam The participants of the two companies were present in large numbers to participate in the negotiation, the chairman of this negotiation was Ms Thuy Ngan Dang Started the negotiation with Bamboo Airways ' questions about Boeing Company and the preliminary sharing of Boeing Company about the development process, great achievements and strengths in aircraft production so that Bamboo Airways can clearly understand Boeing Company With the goal of expanding business in the near future, Bamboo Airway has expressed interest in the products of the Boeing Company with the desire to be able to cooperate On the contrary, Boeing Company was also curious about Bamboo Airways ' requirements for this cooperation Bamboo has made meticulous planning and raised high requirements for size, design in the compartment, fuel consumption, service life In addition, they hoped to learn in-depth about aircraft types through this negotiation Boeing Company introduced Boeing 737 aircraft that can meet Bamboo's requirements However, Bamboo Airways expressed satisfaction with the economy, outstanding performance as well as the interior of the Boeing 787 Boeing appreciated Bamboo's choice and shared more information about the Boeing 787-9 aircraft, and also offered a price incentive The two companies went deeper to discuss the mechanical engineering of The Boeing 787-9 Dreamliner such as weight, interior, utilities … Boeing Company has offered quite high prices for 10 Boeing 787-9 aircrafts and was not suitable for Bamboo's budget Therefore, Bamboo Airways negotiated to adjust a suitable price with 20 Boeing 787-9 aircrafts for mutual benefits They set the price that 5,7 billion USD paid 80% in advance and after receiving aircrafts in the period of months we will pay off the remaining 20% Boeing Company accepted this price after an internal agreement 9 Then the two companies took a lunch break at Sofitel Legend Metropole 10 In the afternoon, they continued to negotiate on the issue of securing during delivery Bamboo Airways wishes that aircraft parts will be transported by boat or cargo plane to Vietnam for assembly Boeing has proposed that the aircraft be transported directly to Vietnam and suggested that Bamboo should send a team to the US to check the plane before being brought back to Vietnam 11 Bamboo's staff is still having some difficulties, so they hope that Boeing will send a technical team to assist in the process of going to the US to check the machines And they also wanted to be able to fly a test within a week to check for technical defects, warranty 12 Moreover, Bamboo Airways wanted to negotiate insurance if there is a technical risk, Boeing Company had to have help and Boeing must ensure if an injury occurs in the flight 13 Boeing Company has agreed to Bamboo's requirements and wishes to come to an agreement 14 Bamboo Airways hoped that the two parties could cooperate for a long time, jointly strengthening their position in the high-end aviation market Results of negotiations Bamboo Airways and Boeing Company came to an agreement The Negotiation ended at 4.00 pm on 15 September, 2021 THE SECRETARY Ms Thi Mai Chi Luong THE CHAIRMAN Ms Thuy Ngan Dang COMBINED RESULTS OF PARTICIPATION IN GROUP EXERCISES AND MINUTES OF DETERMINATION OF LEVEL OF PARTICIPATION Group: 03 Class : N03 Total number of members of the group: 07 Presence: 07 Absence: Topic: Conduct a Contract Negotiation: Bamboo airways (VN) and Boeing Company (US) negotiate to buy plane