midterm legal drafting

The Shipping Tenant is leasing or renting the services of the Carrier to transport their goods by sea.. The Shipping Tenant is the party that requires the transportation of their goods a

HO CHI MINH CITY UNIVERSITY OF LAW

LEGAL DRAFTING LECTURER: LUONG MINH HIEU

MIDTERM CLASS: LE45B

GROUP 02

MEMBERS:

Nguyễn Ca Kiều Trinh 2052202010072

Study the Contract for International Shipping below and complete the following tasks Students should locate the issues and write the whole sentences as possible solutions on the Answer Sheet

1 Go over the contract and decide definitions for Party A and Party B (1 pt) - Write their definitions at (a) and (b) in the first section of the contract (a) Party A means the “Carrier” which refers to the first party involved in the contract or agreement being discussed The Carrier is the party responsible for transporting the goods of the Shipping Tenant The Carrier provides the necessary means, such as containers and transportation services, to move the goods from one location to another The Carner ensures the safe and timely delivery to the agreed destination

(b) Party B means the “Shipping Tenant” which refers to the second party involved in the contract or agreement being discussed The Shipping Tenant is leasing or renting the services of the Carrier to transport their goods by sea The Shipping Tenant is the party that requires the transportation of their goods and enters into an agreement with the Carrier to fulfill this service

- Provide the meaning of “the Parties” in the first section of the contract “The Parties” im the first section of the contract refers to (a) the “Carrier” and (b) the “Shipping Tenant” collectively, involved in the negotiation and agreement of the principal contract of international sea freight service

2 Check the format of the contract Locate the lines with the issues and suggest the solutions (1 pt)

The title of the contract, the word “SOCIAL” in the national slogan “SOCIAL REPUBLIC OF VIETNAM” is wrong spelling

-> “SOCIALIST REPUBLIC OF VIETNAM”

Line 37 “ARTICLE 4: Certification of transport”:" The word "ARTICLE" is capitalized, not consistent with the other titles

> Capitalize only the first letter: “Article 4” Line 37 “ARTICLE 4: Certification of transport”: The title of this article is lowercased, while the word “article” is uppercased

> Uppercase the title: “Article 4: CERTIFICATION OF TRANSPORT” Line 38 in Article 4: The main points within this article are all separated by blank

spaces > Delete the spaces between consecutive lines

3 Ambiguity and Consistency are critical in drafting process Find the ambiguous and inconsistent expressions in the contract, then suggest possible solutions for each (1 pt)

Article Line Ambiguity / Consistency Suggestions

The Carrier - The Shipping 24,25 | Party A- Party B

Tenant 1

( ) performed

The Carrier - The Shipping 3 33, 34, 36 | Party A- Party B

Tenant

36 ARTICLE 4: Certification Article 4: CERTIFICATION

“reasonable”, and what “expenses ” included in The Carrier - The Shipping

53, 54,55, | a Party B

Need the interpretation or definition for this phrase: what 59 “reasonable time” time is reasonable and how is

“reasonable”

4 The last three statements in Article 3 seem to be unclear and ambiguous Find the two issues and provide the possible solutions (2 pts)

Article 3: PRICE AND METHOD OF PAYMENT - The two parties agree on freight rates for each transport based on market prices at the

> Explicitly state the starting point for the 30-day payment period, and whether it includes weekends

Suggestion for solution: The Shipping Tenant must pay all freight to the Carrier within 30 consecutive days from the date of receiving the transport documents, including weekends and holidays

+ Line 35, “Other surcharges (voucher fee, THC fee ) are paid by bank transfer along with freight’: doesn't specify clearly who is responsible for the action, whether the Shipping Tenant is the one who is paying the surcharges or if someone else is making the payment on their behalf

> Explicitly state who is responsible for making the payments Suggestion for solution: The Shipping Tenant shall pay for the other surcharges (voucher fee, THC fee ) by bank transfer along with the freight to the Carrier

5 Complete the following sections on the contract, based on the notes: (5 pts)

“GOODS, RESPONSIBILITIES OF EACH SIDE, GENERAL TERMS”

- Transported goods: the Shipping Tenant — described on the sea waybill; allowed to import/export — that the containers have the goods sealed — delivered to the Carrier for transport / Goods shipped each time: indicated on the bill of lading

- Party B: + notify Party A: the plan of packing — at least 2 days before packing + inform Party A: the name of the products, the characteristics of the goods, signs, packaging, packaging, quantity, weight, volume, and dangerous properties of goods — shown on the sea waybill

+ provide adequate and timely instructions + complete the goods before being delivered to Party A — in accordance with current regulations

SOCTAE SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

===000—==

CONTRACT FOR INTERNATIONAL SHIPPING

- Pursuant to the TRADE LAW issued by the National Assembly of the Socialist Republic of

Vietnam on June 14, 2005 - Pursuant to VIETNAMESE MARINE LAWS issued by the National Assembly of the Socialist

Republic of Vietnam on June 14, 2005 - Based on the current legal regulations and international transport practices

Today, day - month -, 202]

Hereinafter called (a)_The Carrier

700 00 0n hh 7, ARRESS

N@DFGSCHIGfÏVÔ: .à Ặ SH HH POSIÍOH: .à Ặ SH,

28s 0 PSSe

Hereinafter referred to as (b)_The Shipping Tenant

After negotiation, the Carrier and the Shipping Tenant (collectively “the parties”) the-parties agreed to sign a principal contract of international sea freight service with the following terms

and conditions: Article 1: SCOPE OF CONTRACT

- Party A provides logistics services for Party—8_the Shipping Tenant, mainly international freight services by sea from Vietnamese ports to ports in Asia, Europe, America, Australia and

vice versa requested by Party the Shipping Tenant

- International freight service may be directly or indirectly performed by the Carrier

Article 2: GOODS

- The transported goods shall be described in detail on the sea waybill (including the name of the products, the characteristics of the goods, signs, packaging, quantity, weight, volume, and dangerous properties of the goods) by the Shipping Tenant

containers before being delivered to the Carrier for transport | - The quantity of goods to be shipped at each time shall be indicated in the bill of lading by

hipping Tenani Article 3; PRICE AND METHOD OF PAYMENT

- The two parties agree on freight rates for each transport based on market prices at the time of

transportation

- Freight rates may include or not include additional fees (BL, THC, plugging fee, container storage fee, port transfer fee .) as agreed

- When receiving transport documents (bill of lading, BL) and financial invoice, Party the

Shipping Tenant must pay all freight to the Carrier Party within 30 days (Thirty days)

- Other surcharges (voucher fee, THC fee .) are paid by bank transfer along with freight

| - Pevtp-B The Shipping Tenant makes payment via bank to the account designated by Party the Carrier

| Article 4 ARTICLE-4; Certification_of transport CERTIFICATION OF TRANSPORT

- Based on this Agreement_Contract, PartA-the Carrier will provide Parte—8_the Shipping Tenant with a set of Bill of lading for each shipment received by Party-A- the Carrier after the ship has departed at the loading port and no other problems arise

- Sea bill of lading is House BL by GD (Freight Forwarder) where Party-A_the Carrier acts as a

distribution agent

- Sea waybill is a transport document proving that Party-B_the Shipping Tenant's shipment has been received from the place of receipt to the place of delivery, clearly indicated on the bill of lading

- Seaway bill of lading is a detailed contract of carriage for each shipment and is the basis for resolving disputes arising during the process of transporting goods between goods owners in accordance with law and the Carrier named on the bill of lading

Article 5; RESPONSIBILITIES OF THE SHIPPING TENANT (PARTY B)

Unless otherwise agreed, PevtyB the Shipping Tenant has the following rights and obligations:

- Pavty-B The Shipping Tenant will bear the reasonable expenses_ incurred by Party—A_the

Carrier if Partp-A the Carrier has complied with Part,B-the Shipping Tenant's instructions or

caused by Pavty-B the Shipping Tenant's fault - Party-B The Shipping Tenant commits to fully pay Party the Carrier all amounts due in cash

or by transfer according to the provisions of Article 3 of this contract - The Shipping Tenant shall perform the following responsibilities towards the Carrier:

e notify the Carrier of the plan of packing at least 2 days before packing

e inform the Carrier of the name of products, the characteristics of the goods, signs,

packaging, quantity weight, volume, and dangerous properties of goods All the information shall be shown_on the sea waybill

e provide the adequate and timely instructions to the Carrier about the transported goods and/or any relevant issues

® complecte the oods before delivering to the Carrier in qccordance with thís

contract, applicable laws and regulations

Article 6: RESPONSIBILITIES OF THE CARRIER (PARTY A)

- Based on the requirements of Party—B_the Shipping Tenant, PertyA_the Carrier provides enough empty containers, good condition, qualified to transport goods by Party the Shipping

Tenant by sea

- Partp-A_The Carrier arranges necessary procedures with related parties so that goods of Pearty-B_the Shipping Tenant can be loaded onto the ship after customs clearance and the permitted temperature for goods which must be packed in refrigerated containers (except ships

are stuck in ports and other objective conditions) - In case there is no specific agreement on the time limit for performing obligations with Party B-the—the Shipping Tenant}, PartyA_the Carrier must perform its obligations within a

reasonable time

- When carrying goods, PartyA the Carrier_must comply with the provisions of law and transport practices

- The Carrier shall organize shipping goods by sea This includes contacting the relevant

shipping lines The Carrier shall provide the Shipping Tenant with information regarding the schedule of the goods

Article 7; GENERAL TERMS

- Other issues of international shipping by sea not mentioned in this contract, the two parties will comply with the law and customs of maritime transport

- If any problems arise: Both parties must notify each other promptly and discuss to seek a resolution Tf the Carrier_and_ the Shipping Tenant cannot reach _a resolution through negotiation,

either party may bring the dispute to the HCMC Economic Court The losing party will be

responsible for the cost and other related fees

+ The contract is issued in 02 copies and is valid for a period of 01 year from the date hereof + The contract is automatically renewed for successive one-vear terms, unless either partv gives notice of termination in writing at least 30 days prior to the end of the current term

or renewal term REPRESENTATIVE OF PARTY A REPRESENTATIVE OF PARTY B