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PROCESSING CONTRACT NO 61YS/092001 Between: CHIEN THANG GARMENT COMPANY NO 10 THANH CONG STR HA NOI, VET NAM Tel: 8.312074/78 Fax : 8.312208/312278 Represented by Md DOI THI THU THUY – General Director Herein after called as “Party A” And : YOUNG SHIN TRADING CO., LTD 3RD FLOOR YOUNG SHIN BLDG NO 790 – 10 YOUKSAM – DONG KANGNAM- GU SEOUL KOREA Herein after as “Party B” The two Parties have agreed to sign this contract for processing garments in Party A’s factories with following terms and condition: OBJECT OF CONTRACT -Party A undertakes to make garment in conformity with the requirements specified in technical documents & counter samples approved by both parties - Party B undertakes to supply free of charge & completely all materials and accessories together with the techical documents and necessary condition for garment production and pay the cutting, making, packing & other extra charges related to importing the materials & acc & exporting the goods (if any) for party A COMODITY ORDER NO., QUANTITY, UNIT-PRICE & SHIPMENT TIME - Commodity : MENS AND LADIES WEAR - Quantity - Unit-price - Amount : 200.000 PCS (+,- 10%) : About USD 3.50-4.00/PC (detail see annex) : About USD 800.000 (detail see annex) - Delivery date of finished garments : (See annex) QUALITY : The quality of all fabrics & accessories should be good &in comformity with the quality garments required Party A will make the finished goods in comformity with the counter samples and technical documenrs confirmed by both parties DELIVERY TERMS : - All materials and accessories will be supplied by Party B free of charge on basic of C I F HAIPHONG PORT OF HANOI AIRPORT and must be arrived at Party A’ s warehouse at least 15 days before production time or 40 days before delivery time together with original samples, paper pattern and technical documents, ect….necessary for production (all documents should be in English) - Consumption rate of fabrics and accessories is based on necessary consumption plus 3%(ssome item of material and accessory will be decided by both parties for wastage during production) In case, that such rate can not cover the wastage and damages during production and/or defect parts of fabrics or accessories, party B will send further instruction i.e either send the additional quantity or reduce the quantity of products to be delivered After this contract finished, all of remaining materials and Acc Will be transferred to the next contract or reexported - Right after shipping out materials and accessories party B should send a full set of shipping documents including original invoice, packing list, B/L, C/O, together with samples of material and accessoyies (2 sets/ each) and consumption of each item for each style to party A by courier serVce In order to all import formalities quickly, party B should fax the invoice, packing list and Bill of lading of the shipped goods before sending documents - If the shipping documents are sent to party A late or documents are wrong, the storage fee or fine(if any ) must be on party B’s account Party A will ship the finished garments as scheduled If materials and accessories arrive at party A’s warehouse later than the schedule mentioned in the annex attached, the delivery time will be re-discussed & re-agreed basing on factual situation of party A at that time Delivery time of materials and acc : from Jan, 2001 to Jan, 2002 Delivery time the finished goods from Feb, 2001 to the March, 2002 on basic FOB Haiphong Port or Noibai Airport PAYMENT : By L/C to the account no 001.1.37.0078389 at the bank foreign trade of Vetnam(Vetcombank-Hanoi) 23 Phan Chu Trinh street, Hanoi Vetnam before shipment dates at least days for each export consignment All Banking fees, commission outside Vetnam will be on party B ’s account SHIPPING DOCUMENTS : - Within days after shipping materials Party B has to send to Party A by DHL following shipping documents: + B/L-original : 01 fold + P/L : 01 fold + C/O : 01 fold + Invoice :01 fold - Within days after shipping garments, Party A has to send to Party B’s representative following shipping documents : + B/L-copy +C/O&E/L + P/L +Invoice : 03 fold :01 fold : 03 fold : 03 fold INSPECTION : Party B’s authorized representative or expert should give technical assistance while starting and during production to solve all problems occurred during production in order to keep production continuosly Upon receipt of materials and accessories, Party A will check all of them If there is any discrepancy in quantity or quality Party A should notify Party B so that Party B can settle the problem without delay Party A shall guarantee to keep all materials and finished goods under good conditions from losses and damages from receiVng mat & acc At the port/airport until shipping the finished goods Party A have to make garments in conformity with the requirements specified in technical documents and other notes given by party B before production CLAIM, ARBITRATION : Shortage claim of materials and accesoories with Vetnam Insurance Company’s survey report if shortage is discovered in damaged packages and with factory’s report if shortage discovered in original packages All disputes which may arise between the parties shall be settle amicably through negotiations between the parties If negotiations should fail, then such disputes shall be settle by the Vetnam Internation Arbitration Centre attached to the Chamber of commerce & Industry of S.R Vetnam and his award shall be final and binding upon all the parties of this contract The fees for arbitration and/or other charges shall be borne by the losing party, unless otherwise agreed FORCE MAJEURE : Neither party shall be liable to the other failure or delay in the performance of its obligations under this contrac for the time en to the extent such failuresor delay caused by weather, war, strikes, “Acts of God “ i.e storms, fires … Writen notice of occurance of Force Majeure shell be given by the affected party to the other with reasonable promptness in order to be released from his resposibility 10 TRADE MARK Party B must be fully resposible for all trade marks attached on garments produced in party A’s factories - The party B have to commit to full posibility in using the trade marks, the name of commodity and solVng all disputes are involVng - In the case of the trade marks and the name of commodity orgin are cocided with what have been registed in VetNam, must have a certificate of industrial property of VietNam 11 OTHER CONDITION 11.1 Sample : Counter samples – Before starting production of any styles, party A shoulh make the counter samples (1 piece per style ) fow party B’s approval 11.2 Sending : Counter samples & shiping documents will be given by party A to party B’s representative or expert in HaNoi If there is any special request of party B, party A will send the samples & shipping documents to the assigned address, but the sending charge will be on party B’s account 11.3 Party A is obliged to deliver the finished goods with quality in full conformity with the countersample accepted, technical documentation and instruction given by party B - Follow the material consumption rate given in the technical documentation Every charges must be accepted by Party B or his expert - FOB, FCA are to be understood according to incoterms 1990 - Any amendment of the contract is only valid in written from and duly confirmed by both paties This contract is made in copies in English of equal value amd valid until Mar.31 st2002 Each Party Kepps copies of equal value Done in HaNoi on 1st Jan., 2001 CHIEN THANG GARMENT CO YOUNG SHIN TRADING CO ,LTD YOUNG SHIN TRADING CO ,LTD TỔNG GIÁM ĐỐC CÔNG TY Doi Thi Thu Thuy S P EXE.MANAGING DIRECTOR