Midterm international sales of goods contract

e EN 71-3: European standard regulating chemical safety in consumer products, including paints, ensuring that heavy metal content does not exceed allowable thresholds 2.2 GOODS CERTIFIC

- INFORMATION TECHNOLOGY FACULTY OF BUSINESS ADMINISTRATION

MIDTERM

International Sales of Goods Contract

STUDENT NAME STUDENT ID

HUỲNH GIÁ LINH 21DH120767

TẠ THỊ GIA HÂN 22DH120741 TRAN TH] KIM THUY 22DH123712

Class Code: KQ307 Lecturer: MSC Phan Tran Duc Lien

HCMC, July 2024

SALES CONTRACT No.20/7/1-SH/RT

This sales contract is made and entered into as of July Ist, 2024 (“Effective

Date’’) in Ho Chi Minh City, between:

(1) Shanghai Furnishing Co., Ltd (Hereinafter referred to as the

“SELLER”)

Address: 789 Xu Jia Hui Road, Minhang District, Shanghai, China

Tel: +86 21 123 5678

Fax: +86 21 123 5678

Email: sales@shanghaifurnishing.cn

Represented by Hua Wang Li Sales Manager

(2) Royal Trading Co., Ltd (Hereinafter referred to as the “BUYER”)

Address: 456 Le Van Khuong Street, Thoi An Ward, District 12, Ho Chi Minh

City, Vietnam

Tel: +84 98 765 4321

Fax: +84 98 765 4321

Email: contact@hoanggiatrading.com

Represented by Le Gia Phat Director

The SELLER has agreed to sell and the BUYER has agreed to buy the

commodity under the terms and conditions provided in this contract as

follows:

1 COMMODITY AND QUANTITY

- Wooden kitchen furniture items from China - upper kitchen cabinets

- HS code: 94034000

-Quantity: 400 cabinets

-GW: 35 kg/ cabinets

-Total GW: kg

-Wood Treatment:

¢ Moisture resistant: Wood is treated to resist moisture using high

pressure impregnation technology

-Heat treatment

¢ Drying: Wood is dried in an oven to reduce moisture and prevent mold

and termite growth

® Pyrolysis: Using high temperatures to change wood's chemical

structure, increasing its resistance to rot and its durability

- Drying: Wood moisture reaches less than 12% before processing

Finished Good

- Color and coating

¢ Color: Matte white PU paint, uniform, does not fade

® Coating: 3 layers of PU paint, scratch-resistant, waterproof, and easy to

clean

2.1STANDARD

® Safety and environmental standards

® Volatile organic compound (VOC) content: PU paint needs to have low

VOC content, complying with regulatory standards to minimize indoor

air pollution and protect the health of users National standard TCVN

10207:2013 regulates VOC content in paint and varnish products

¢ Chemical safety: Paint must not contain toxic substances such as lead,

mercury, cadmium, and other heavy metals that exceed allowable

limits This ensures consumer safety and complies with the Ministry of

Industry and Trade regulations and the Ministry of Natural Resources

and Environment of Vietnam

International standards

e JSO 12944: International standard for paints and protective coating

systems, specifying technical and testing requirements for PU paints

used in the wood industry

e EN 71-3: European standard regulating chemical safety in consumer

products, including paints, ensuring that heavy metal content does not

exceed allowable thresholds

2.2 GOODS CERTIFICATIONS

* ISO 9001: Meets quality management system standards

* ISO 14001: Meets environmental management system standards

* FSC (Forest Stewardship Council): Certified wood from sustainable forest

sources

* CARB: Meets formaldehyde emission standards

¢ E1, E0: Industrial wood meets low form aldehyde emission standards

2.3 TECHNICAL INFORMATION

2.3.1 Structure

¢ Frames and shelves

e Frame: Made from pine wood, 18mm thick, remforced with iron

comers

e Shelves: Use laminate-coated MDF, 25mm thickness, good bearing

capacity

¢ Drawers and doors

¢ Drawer: Equipped with Blum sliding rails with damping

mechanism, maximum load 30kg

¢ Door: Uses Blum hinges with damping, durability of 100,000

opening/closing times

*Accessory

® Handle: Stainless metal, modern design, length 96 mm

¢ Hinge: Stainless steel, damping mechanism

2.3.2 Material

Stainless Steel:

Steel type: 304 or 316 stainless steel, known for its high durability, good

corrosion resistance and high aesthetics

Characteristics: Anti-rust, resistant to humid environments, easy to clean, high

hardness, and good bearing capacity

2.3.3 Accompanying certifications:

® International quality certification:

ISO 9001: Quality management system certification, ensuring that the

production process complies with international quality standards

ISO 14001: Environmental management system certification, ensuring that

the production process is environmentally friendly

RoHS (Restriction of Hazardous Substances Directive): Certification that the

product does not contain toxic substances such as lead, mercury, cadmium,

brominated flame retardants (BFRs), ensuring safety for users and the

environment

2.3.4 Specific certifications for stainless steel and aluminum:

ASTM (American Society for Testing and Materials): International standards

for stainless steel and aluminum, including standards for strength, corrosion

resistance and physical properties

EN (European Norm): European standards for metal products, ensuring

quality and safety

¢ Health safety certification:

NSF (National Sanitation Foundation): For products that come into contact

with food, this certification ensures that the materials used are safe for health

and do not contaminate food

3 COMPONENT

e L Hinge: 3,200 (4/ cabinet) , T Hinge: 1,600 (4/ cabinet)

® Screw: 9,600 (24/ cabinet)

Upper kitchen cabinets

¢ Height: 75 cm

© Depth: 35 cm

¢ Width: 160 cm (divided into 4 compartments, each compartment 40

cm)

4, PRICE

The price of a cabinet is USD 150.00 ( CIF INCORTEM 2020), CAI MEP

PORT IN HO CHI MINH, VIETNAM

Total value is USD 1,.00( Amount in words: U.S DOLAR ONE THOUSAND

FIFTY)

5 SHIPMENT( CIF INCORTEM 2020)

Start date of delivery: 1/7/2024

Delivery date no later than: 18/7/2024

- Port of Loading: Shanghai Port, China

- Port of Destination: Cat Lai Port, Ho Chi Minh

- Transit time: 15 DAYS- TRANSFER

- Notice of Shipment: within 02 working days after shipment

6 PAYMENT( PARTIAL SHIPMENT)

The payment terms for this contract are as follows:

¢ Initial Deposit: An initial deposit of 10% of the total contract value

shall be paid within 7 days of the signing of this contract

Second Payment: A second payment of 30% of the total contract

value shall be paid upon the completion of [specify milestone, e.g.,

production phase or inspection] and receipt of the corresponding

documentation

Final Payment: The remaining balance of 30% shall be paid upon

delivery of the goods and receipt of the necessary shipping

documents This includes the Bill of Lading, Commercial Invoice,

and Packing List

Payment Details:

- All payments shall be made in USD and shall be transferred to the

following bank account:

- Bank Name: Bank of China

- Account Number: 1234567890

- Account Name: Shanghai Furniture Export Co., Ltd

- SWIFT Code: BKCHCNBJ

- IBAN: CN1234567890 1234567890

Bank Charges: The buyer shall be responsible for all bank charges

related to the payment

Interest on Overdue Payments: If the buyer fails to make any

payment on the due date, the seller shall have the nght to charge

interest on the overdue amount at the rate of 5% per annum,

calculated daily from the due date until the date of actual payment

7, DOCUMENT

Invoice Commercial

Packing list

Contract (1 original, 3 copies)

Bull of Lading

Fumigation

Import license

Import quarantine certificate

PARKING AND MARKING

8.1 Packaging

- Materials: 5-layer carton, foam, PE film for product protection

- Crating: Products are carefully packed in sturdy crates, accompanied

by detailed assembly instructions

Packaging materials must be new, non-toxic, and comply with

environmental regulations Recycled materials can be used if they meet

the required standards and do not compromise the integrity of the

packaging

8.1.1 Sealed Packaging and Transportation

- Sealed Packaging: Use sealed, moisture-proof packaging to pack the

products Packaging materials such as PE film, desiccant bags, and other

moisture-proof packaging help protect the products during

transportation

- Use of Desiccants: Place desiccant packs (silica gel, clay desiccant) in

the crates to absorb excess moisture 1n the air

- Control Transport Conditions: Ensure transportation conditions are

not too humid and do not experience sudden temperature changes If

possible, use containers with temperature and humidity control

8.1.2 Transportation

- Certification: Compliance with international transportation regulations

- Preservation: Ensure no moisture or impact during transportation

8.1.3 Sealed Packaging and Transportation

- Sealed Packaging: Use sealed, moisture-proof packaging to pack the

products Packaging materials such as PE film, desiccant bags, and other

moisture-proof packaging help protect the products during

transportation

- Use of Desiccants: Place desiccant packs (silica gel, clay desiccant) in

the crates to absorb excess moisture 1n the air

- Control Transport Conditions: Ensure transportation conditions are

not too humid and do not experience sudden temperature changes If

possible, use containers with temperature and humidity control

8.1.4 Protection and Safety:

- The packaging must safeguard the products against moisture, shock,

vibration, and any other external impacts that may affect their quality

and functionality

- Hazardous materials, if any, must be packed and labeled under

international safety regulations

8.1.5 Environmental Considerations:

- Efforts should be made to use environmentally friendly packaging

materials Suppliers are encouraged to minimize waste and promote

recycling wherever possible

8.2 Marking

8.2.1 Identification and Traceability

- Each package must be clearly marked with the following information:

- Description of the goods:

® Product Name: Kitchen Funiture

¢ Type: Cabinets

e Material: Wood, metal, and composite materials as specified in

individual item descriptions

- Finish: Various finishes including natural wood, painted, and laminate

- Specifications: As per the attached specifications sheet (Appendix A)

- Quantity of the goods:7 cabinets

- Gross and net weight: 35ke( 35*7=245)

- Dimensions (Length x Width x Height): 160cm x 35cm x 75cm

- Manufacturer's name and address: No 8, Kexin Road, Xintang Town,

Zengcheng District, Guangzhou, Guangdong, China

- Country of origin: CHINA

8.2.2 Compliance with Regulations:

- Marking must comply with the regulations of both the exporting and

importing countries, including any specific requirements for hazardous

materials, perishable items, and electronic goods

9 WARRANTY

The seller provides a warranty period of 2 years for all kitchen furniture items

against manufacturing defects This warranty covers materials, construction,

and functional aspects of the furniture The warranty does not cover damages

resulting from misuse, unauthorized modifications, or improper installation by

the buyer During the warranty period, the seller will offer repair or

replacement services for defective parts at no additional cost The warranty

also includes after-sales support and technical assistance as needed to ensure

customer satisfaction and product reliability

Quality Assurance:

All products undergo stringent quality control measures before dispatch The

inspection process includes verifying dimensions, color consistency, and

structural integrity to ensure compliance with specified standards Packaging

materials are selected to provide optimal protection during transit, including

moisture-resistant and shock-absorbing features to prevent damage Each

shipment 1s accompanied by detailed assembly instructions and necessary

documentation to facilitate smooth handling and installation

10 PENALTY

10.1 Penalty for Breach of Contract:

In the event of a breach of contract, penalties are imposed to ensure

compliance and accountability by both parties

a Seller’s Breach:

If the seller fails to deliver the goods within the agreed timeframe or delivers

goods that do not conform to the contract specifications, the buyer has the

right to impose penalties These may include a deduction of 1% of the total

contract value for working day of delay, up to a maximum of 10% In case of

non-conforming goods, the buyer may demand a full refund or replacement of

the defective items at the seller’s expense The buyer may also claim

compensation for any additional costs incurred due to the seller’s failure to

meet contractual obligations

b Buyer’s Breach:

If the buyer fails to make timely payments or unjustifiably rejects conforming

goods, the seller can impose penalties This may include charging interest at a

rate of 1.5% per month on overdue payments and claiming rermbursement for

storage and additional shipping costs The seller may also seek compensation

for any loss of profit or additional expenses resulting from the buyer’s breach

of contract

10.2 Dispute Resolution:

Both parties are encouraged to communicate and negotiate amicably to

resolve any issues that may lead to breaches Clear documentation and

adherence to the contract terms are essential to minimizing disputes and

associated penalties In case of unresolved disputes, the matter will be referred

to arbitration as specified in the contract

11 INSURANCE

In accordance with the CIF (Cost, Insurance, and Freight) terms under

Incoterms 2020, the seller is obligated to procure marine insurance for the

goods being transported The insurance must cover, at a minimum, Clause C

of the Institute Cargo Clauses, which includes basic coverage for risks such as

theft, damage, and loss during transit The insurance is valid from the point of

shipment until the goods reach the destination port The buyer has the option

to request additional insurance coverage (Clause A) for broader protection,

subject to mutual agreement and possible adjustment in cost

12 RIGHT AND OBLIGATION

Rights and Obligations of CIF Incoterm 2020

Seller's Obligations

a Provision of Goods and Documentation:

- The seller must provide the goods and the commercial invoice in

conformity with the contract of sale and any other evidence of conformity

that the contract may require

b Licenses, Authorizations, and Formalities:

- The seller must obtain any export license or other official authorization

and carry out all customs formalities necessary for the export of the goods

c Contract of Carriage and Insurance:

- The seller must contract at their own expense to carriage the goods to the

named destination port - The seller must obtain cargo insurance at their

own expense, providing a minimum cover as required by Clause (C) of the

Institute Cargo Clauses (LMA/IUA) or any similar clauses

d Delivery:

- The seller must deliver the goods on board the vessel or procure the goods

so delivered The risk of loss or damage to the goods passes when the goods

are on board the vessel

e Transfer of Risks:

- The seller bears all risks of loss or damage to the goods until they have

been delivered on board the vessel at the port of shipment

f Division of Costs: