Tài liệu dịch hợp đồng FTU

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QUESTION CHAPTER 1: what are steps in negotiating delivery? - timing - location - transport - risk title and insurance - terms of trade when must delivery take place? - the date of dispatch from the factory - the date of loading onto ship - the date when the goods arrive at the destination 2.2 how to fix the date of delivery? (gap fill) - the date of delivery may be a simple CALENDAR date - if approvals or certificates are required, the contract may have two starting dates: the date of SIGNATURE and the date of COMING into force; delivery is fixed for a number of days after coming into force - if the contract has not come into force by a certain date – no delivery 2.3 typical clause: COMING INTO FORCE: - this agreement shall come into force after execution by both parties on the date of the last necessary approval by the competent authorities in the country of the seller and the buyer - if the contract has not come into force within ninety days of execution, it shall become null and void - the date of delivery shall be twenty-eight days after the date of coming into force of the contract - time is and shall be of the essence of this contract place of delivery: what is place of deliver? - when the goods are HANDED OVER to the carrier - when the goods are OFF LOADED in the buyer’s country - when the goods are SHIPPED ON BOARD in the exporter’s country - when the goods ARRIVE at the buyer’s warehouse Part ( Delivery) -Transport To introduce the key transport issues affecting the “main” export contract To stress the importance of correct, clean shipping documents in all transaction involving a letter of credit - Risk, Title and Insurance To distinguish between risk and title To suggest that retention of title is not always of particular advantage to the seller To note that responsibility to insure generally lies with the party who is at risk Transport: Packing and Marking 9.1 Packing: 1- In what conditions are good considered to conform to the contract? - To avoid misunderstanding, the parties often regulate the matter (TRANSLATION) Goods are to be packed in new, strong, wooden cases suitable for longdistance ocean transport and are to be well protected against dampness, shock, rust or rough handling The SELLER shall the liable for any damage to or loss of the Goods attributable to improper or defective packaging, Hàng hóa phải đóng gói thùng gỗ mới, chắc, phù hợp với việc vận chuyển xa đường biển phải bảo vệ tốt có chống ẩm, va đập, gỉ sét xử lý hàng mạnh tay người bán có nghĩa vụ phải chịu trách nhiệm cho hư hỏng , thất thoát hàng hóa việc đóng gói bị lỗi không phù hợp Nếu tàu người mua định không đến cảng trước vào ngày xác định người bán tự định đoạt đưa hàng vào kho xem hoàn thành nghĩa vụ giao hàng theo hợp đồng ( chỗ t chép thiếu) The BUYER shall advise the SELLER of the name of the vessel not later than Days before the agreed Delivery date If the vessel named by the BUYER fails to arrive on or before , then the SELLER may at his discretion deliver the Goods to a bonded warehouse in the port of and shall be deemed to have fulfilled his Delivery obligation under this contract In this event the SELLER must notify the buyer of the full circumstances of the delivery to the warehouse With delivery to the warehouse, all costs, including but not limited to cost of storage and insurance are to the Buyer’s account 9.2 Marking: What is marking concerned with? What will happen if packaging or marking are incorrect? - Identifying the goods - Handling the goods - Government regulation - If packing or marking are incorrect, payment under a L/C will be delayed Specimen clause (translation) On the surface of each package delivered under this Contract shall be marked: the package number the measurements of the package, gross weight, the lifting position, the letter of credit number, the words right side up, handle with care, keep dry, and the mark: DNP/36/Q lifting position: vị trí nâng hàng letter of credit number: Số tín dụng thư right side up: nhấc hàng theo phương thẳng đứng 9.3 Transport: Waybills What are the five main Waybills (or Bills of Lading) - Marine, Air, Rail, Road, Combined When is a Marine Bill of Lading as Negotiable instrument? In consignee box “ To order” What is differences between Clean and Claused Bills of Lading Clean: no problem with appearance of the goods Claused: problem with appearance of the goods “Claused” : any apparent defects are noted on the way bill as “claused” When the carrier accept the goods, he examines the packaging What will happen if a waybill bearing such clauses is not “clean”? The bank may not accept it for payment under L/C Specimen clause ( Translation) Packaging soiled by contents Packaging broken/ holed/torn/damaged Packaging contaminated Goods damaged/ scratched Goods chafer/torn/deformed: biến dạng Packaging badly dented Packaging damaged0 contents exposed: lộ hàng insufficient packaging: bao bì đóng không đủ 10 Risk, title and insurance 10.1 Title, Risk and insurance 1-Define risk and title? Risk of loss of or damage to the goods or risk of the goods injuring 3rd party Transfer risk and title? Under incoterms, delivery is defined as the point at which risk pass from S to B, Some S try to retain the ownership of the goods until the B paid for them in full A clause securing retention of title might run: Property, legal or beneficial in any goods supplied by the seller shall pass to the buyer only when the seller has received full payment for all sums then owed by the buyer to the seller Goods in respect of which property has remained with the seller shall be kept identifiable as those of the seller, and the buyer shall at its own expense immediately return such goods to the seller, or permit the seller to enter into the buyer’s premises to collect such goods should the seller so request Name some feature of penalties? Name the main kinds of insurance policies? Make the differences among them? -Floating policy; open cover; valued policy; unvalued policy; time policy; voyage policy Some feature of liquidity damages: The sum is fixed in advance with the agreement of the parties related; The sum is fair; the objective is to compensate; there is always a maximum for the sum QUESTION IN BOOK where is risk often passed from the exporter to the importer at the point of delivery what are Modes of transportation Sea, Air, Inland (road, rail, Barge, Mail, Mixture) where does transfer of ownership take place Any point between signature of contract and final payment for goods what are kinds of delay in delivery excusable delay, non-excusable delay what events does delivery dates trigger = start Exporter fulfills duties under the contract Payment made become due risk and title pass to the Buyer name typed of insurance policy floating, valued, unvalued, tailor-made, open cover, time, voyage name some features of liquidated damages The sum is fixed in advance with the agreement of the parties related the sum is fair the objective is to compensate there is always a maximum for the sum name some features of penalties The sum is fixed in advance with the agreement of the parties related the sum is big the objective is to punish the sum is subject to actual loss how to fix the delivery date In a contract to use a straight forward calendar date or a period of time 10 when Is a contract binding and effective After the date of coming into force 11 what is the importance of a well-designed set of specifications Protect the seller and buyer the exporter CHAPTER 2: Negotiating Price and Payment list all changes must affect price: - size of order - specification -packaging and safety warnings - payment term -delivery -warranty period -incoterms what are five steps in negotiating payment? - mode of payment -timing -place of payment -delay -result of delay _step 1: method of payment: state some common methods of payment in international trade? + payment on open account with no security + payment on open account secured by export credit insurance + payment on open account secured by a payment guarantee + payment by L/C _step 2: time of payment: how to mention the time of payment in a contract? è the time for payment can be regulated in ways: + they are enter calendar date (ex: 30th june) + interval time (ex: within 30 days of date on invoice) _step 3: place of payment: where can payment take place? + payment can be said to occur when the importer pays money to his bank for transferring to the seller (for the buyer) + + payment shall be deemed to have been made only when the contract sum in paid into the seller's bank account and is at the seller's full disposal (for the seller) _step 4: delay in payment: define delay in payment? + force Majeure can cause payment to be delayed _step 5: results of delay in payment: if payment is late, what must a buyer normally do? + the buyer must normally pay an interest on all sum owned to the exporter “If payment of any sum payable is delayed, the seller is entitled to receive an interest on the amount unpaid during the period of delay The interest shall be at an annual rate three percentage point above the discount rate of the central bank in the seller’s country.” “specimen clause: the price for the goods to be delivered under this contract is () Payment shall be made by means of an irrevocable confirmed L/C the buyer shall open the L/C on or before on the terms agreed by the parties and annexed to this contract as appendix This contract shall not come into force under clause 16 below until the seller has received advice that the L/C has been opened in his favor and has ascertained that the terms are in accordance with those agreed between parties Any discrepancy between the terms are in accordance with those agreed between parties Any discrepancy between the terms agreed by the parties and the L/C as issued shall be notified by the seller to the buyer immediately Export credit insurance 3.1 What is Export credit insurance? 3.1 What is Export credit insurance used for? Document ensure exporter against the risk of non-payment To recover the cost of goods exported but not paid for, allow the exporter to trade on open account 3.2 What is bank guarantee? What are common guarantee? What is each for? It promises from the guarantor to pay money to the beneficiary if the principle break its promises Tender guarantee: đảm bảo thực thầu Advance payment: đảm bảo trả tiền Common guarantee: · payment guarantee ( risk of non-payment) · Tender guarantee (risk of cancellation an offer) · Performance guarantee (risk of non-performance or inadequate performance) · Advance payment guarantee (risk of loosing pre payment) L/C: principles What is Letter of credit? A L/C adds a bank promises to pay the exporter to a sum of money of the foreign buyer provided that the exporter has complied with all the terms and condition of the L/C Separate with the sales contract State the principles of the letter of credit? Autonomy: is a contract in its own right, entirely separate from Sales contract Strict compliance: exporter must present to the bank shipping document that comply in all respects with the terms and condition of L/C, small deviations will result in refusal by the bank to pay 4.2 The principle of autonomy: Ex3: A letter of credit is an "autonomous" contract: it has no legal connection with the export contract which it supports, the bank must pay the seller if the document presented are correct This principle defends the interest of the seller 4.3 The principle of strict compliance The bank promises to pay if the documents presented are correct if the documents in any way fail to comply strictly with the terms of the letter of credit, the bank must refuse to pay This principle defends the interest of the importer Notification from the Advising Bank In practice, all letters of credit are irrevocable - The advising bank always notifies the seller that the letter of credit has been opened - the letter of credit always contains an indication of whether or not the advising bank confirms the credit - If the letter of credit is confirmed, then the advising bank must pay the exporter on exactly the same amount as the issuing bank That means the exporter can, if the credit is suitably worded, collect payment immediately after delivery Letter of credit: associated documentation Documents required - a Letter of Credit is a “documentary credit” - it can be paid only against document - The parties should agree which documents are important to them - not leave the decision to the bank key documents - commercial invoice - transport docs - insurance docs other common documents - certificate of origin - certificate of inspection - special requirements Specification the Letter of Credit should state exactly what documents are required including any special requirements as to: - signature - sources - notarization - exact contents common Discrepancies reported by Banks problems with the Letter of Credit - Documents required by the credit are missing - documents required to be signed are not signed - the credit amount is exceeded - the credit has expired or documents are presented within the required time - shipment was short or late problems with the Bill of lading - the bill of lading is “uncleaned” - a marine bill of lading is required, but the bill does not state that the goods were “shipped on board” a named vessel - the bill of lading shows shipment between ports other than those specified in the credit - the bill of lading shows that the goods were shipped on deck (forbidden) - the bill of lading offers no evidence that freight was paid by the exporter (if this was required) - There is no endorsement (if endorsement is necessary) Problems with Insurance • The insurance document is not of the type specified in the credit • The insurance risks are not those specified in the credit • Insurance cover is expressed in a currency other than that of the credit • Insurance cover begins after or ends before the date of the transport document Inconsistencies among the Documents • Description of the goods on the invoice and in the credit are different • Weights differ between two documents • Marks and numbers differ between two documents Issuing a letter of credit - exporter and buyer sign a contract - The buyer asks a local bank to open a letter of credit - The issuing bank askes a band in the exporter’s country to advise the exporter that the letter of credit has been opened - The advising bank advises the exporter that the letter of credit has been opened Presenting letter of credit - Seller ships the goods and gets shipping documents - The exporter presents the shipping documents to the advising bank - The advising bank checks the documents and (if appropriate) pays the exporter - The advising bank notifies the issuing bank that the credit has been presented and forwards the shipping documents The issuing bank transfers necessary funds to the advising bank Method of payment 10.1 settlement by sight payment - The Seller presents the documents to the paying bank - The paying bank immediately pays the seller 10.2 settlement by deferred payment - The seller presents the documents to the paying bank - The paying bank agrees to pay the seller the face value of the credit when it matures - If the seller needs money immediately, he can exchange the letter of credit for cash (at a discount) with any agreeable bank 10.3 settlement by acceptance - The seller presents to the accepting bank the documents and a bill of exchange (time draft) drawn usually on the buyer - The accepting bank agrees to pay the bill when it matures - If the seller needs money immediately, he can exchange the letter of credit for cash (as a discount) with any agreeable bank 10.4 settlement by negotiation - The seller presents to the negotiating bank the documents and a bill of exchange drawn usually on the buyer - The negotiating bank negotiates the bill (at a discount) QUESTION: What are the common methods of payment in international trade? Payment on open account with no security / secured by export credit insurance Payment on open account secured by a payment guarantee Payment open letter of credit What are methods of payment in small purchase cash on delivery cash against invoice cash with order The amounts of CONTRACTOR furnished insurance Số lượng bảo hiểm cung cấp nhà called for herein shall be the minimum and not the thầu yêu cầu hợp đồng maximum limits of liability CONTRACTOR may provide other insurance coverage or higher limits of trách nhiệm tối thiểu tối coverage CLIENT will bear no financial liability đa Nhà thầu cung cấp gói bảo attributable to deficient insurance coverage by hiểm khác giới hạn lớn cho gói CONTRACTOR bảo hiểm Khách hàng không chịu trách nhiệm tài cho khiếm khuyết việc thực bảo hiểm nhà thầu CONTRACTOR shall not commence the shipment of Nhà thầu không tiến hành giao thiết bị equipment and materials or commence WORKS until nguyên liệu tiến hành dịch vụ cho all the insurances that CONTRACTOR is required to provide are in full force đến hợp đồng bảo hiểm mà nhà thầu phải cung cấp trở nên có hiệu lực toàn phần BiZ Contract Translation _ chapter WARRANTY 13.1 CONTRACTOR warrants and guarantees that the WORKS shall be performed in a professional manner in accordance with good and sound offshore engineering and industry practices and with the requirements and conditions of this CONTRACT 13.2 CONTRACTOR warrants that the design, equipment and products supplied under this CONTRACT comply with the technical specifications, are free from defects in materials, free from defects in workmanship, fit and suitable for the purpose and use for which they are intended as stated in this CONTRACT 13.3 Notwithstanding anything contrary under this CONTRACT, if the defects appear within the warranty period as described above, CLIENT shall notify CONTRACTOR of the defects At CLIENT's option, CLIENT may instruct CONTRACTOR to repair or replace or remedy the defective WORKS at no charge to CLIENT Alternatively, CLIENT may repair or replace or remedy the defective WORKS and any/all expenses incurred by CLIENT for such repair or replacement or remedy work shall be reimbursed by CONTRACTOR 13.4 The scope of CONTRACTOR’s warranty shall cover all expenses incurred in the repair, replacement of all materials and equipment found to be defective, labour and all direct cost and remedy of the defective WORKS 13.5 CONTRACTOR shall obtain from its Sub-contractors for assignment to CLIENT the best possible warranties and guarantees with respect to materials and workmanship of third party installed by CONTRACTOR In the event that CONTRACTOR obtains more favourable warranties from its sub-suppliers and suppliers than those in this Article, such warranties shall be assigned to CLIENT 13.6 CLIENT's inspecting, testing, witnessing tests, paying invoices or issuing any final acceptance shall not relieve CONTRACTOR from its warranty obligations set forth in this Article 13.7 If CONTRACTOR fails to the WORKS or part thereof, or make good the defect or deficiency as required by CLIENT within the specified period after delivery of written notice to CONTRACTOR by CLIENT, CLIENT shall be entitled to have the WORKS or part thereof, or the defect or deficiency or part thereof, as the case may be, carried out by its own personnel or by other contractor appointed by CLIENT If the WORKS or the part thereof is WORKS, or the defect or deficiency or part thereof had been rectified in which CONTRACTOR should have carried out at CONTRACTOR's own cost, CLIENT shall, in addition to its right to invoke any Bank Guarantee which may have been furnished by the CONTRACTOR, be entitled to recover from CONTRACTOR the total cost to CLIENT thereof or may deduct the same from any moneys or payment due or which may become due to CONTRACTOR and if there are no or insufficient moneys available, CONTRACTOR shall reimburse CLIENT within thirty (30) days after invoicing for all such costs In any events, CONTRACTOR shall guarantee the WORKS in the same term provided in the foregoing Articles END OF ARTICLE INSURANCE 10.1 CONTRACTOR shall at its own cost and expense carry and maintain in full force throughout the duration of this CONTRACT at least the following insurances with companies satisfactory to CLIENT Nothing contained herein shall serve in any way to limit or waive CONTRACTOR's responsibility under this CONTRACT The insurances to be carried by CONTRACTOR are as follows: (a) Workmen's Compensation and/or Employer's Liability Insurance or similar statutory social insurance as required by law at the Work Site where the WORKS will be performed and which may be applicable covering all CONTRACTOR'S employees engaged in accomplishing the WORKS (b) Comprehensive General Third Party Liability Insurance covering all operations hereunder against bodily injury, death, loss of, or property damage with minimum limits of United States Dollars One Million (USD 1,000,000) or equivalent value in other currency for any one occurrence and unlimited as to the number of claims in the period of insurance Contractual Liability coverage 10.2 Such insurance shall include (c) "All Risks" Property Damage and Transit Insurance covering CONTRACTOR Equipment at all times during the duration of this CONTRACT including, but not limited to, losses occurring at the Work Site(s) and/or in transit to or from the Work Site and/or between Work Site(s) (d) Any other insurance which may be relevant and/or necessary and/or as may be required by any law(s) to which the CONTRACTOR and/or Sub-contractors are subjected to To the extent of indemnities given by CONTRACTOR herein, CONTRACTOR shall cause CLIENT and Co-Venturers, their parent companies, subsidiaries, Affiliates, consultants and their respective agents, officers and employees to be included as additional assured and to be covered by all insurances as stipulated in ARTICLE 10.1 with respect to operations conducted under this CONTRACT and shall cause the insurers thereof to waive all expressed or implied rights of subrogation against such Parties and their respective employees, servants and agents CONTRACTOR shall cause the insurers thereof and of any other policy of insurance carried by CONTRACTOR including insurance covering CONTRACTOR Equipment and materials used in the performance of the WORKS to waive all expressed or implied rights of subrogation against such Parties and their respective employees, servants and agents CONTRACTOR shall further cause the insurance policy as stipulated in ARTICLE 10.1 herein to contain a "Severability of Interests" (Cross Liability) Clause providing that in the event of one insured Party incurring liability to any of the other insured Parties, the insurance shall apply for the benefit of the Party against whom claim is or may be made in the same manner as if separate policies had been issued to each insured Party 10.3 All deductibles, exceptions, and exclusions applicable to the foregoing insurances resulting from any act or omission of CONTRACTOR shall be for the account of and be paid by CONTRACTOR Any breach of conditions and/or warranties contained in such policies of insurances shall also be for the account of CONTRACTOR 10.4 CONTRACTOR shall fully indemnify CLIENT against loss or damage arising out of any failure to effect or maintain such insurances specified by this CONTRACT or out of any act or omission which invalidates the said insurances 10.5 CONTRACTOR shall within fourteen (14) days of the award of this CONTRACT furnish to CLIENT certified copies of certificates of insurance provided for in ARTICLE 10.1 hereof including evidence of premiums payments thereof No insurance shall be materially changed or cancelled while the WORK(S) is in progress without prior written approval by CLIENT Policies and/or extension certificates or documents shall be furnished to CLIENT If requested by CLIENT, CONTRACTOR shall permit CLIENT to examine copies of its and its Sub-contractors original insurance policies and current premium receipts 10.6 The furnishing of certificates of insurances shall not be interpreted as implying endorsement by CLIENT or that CLIENT assumes responsibility for the accuracy and adequacy of such documents or that the CONTRACTOR has complied with its other obligation contained in the CONTRACT 10.7 Should CONTRACTOR at any time neglect or refuse to provide or renew any insurance required herein, or should any insurance be cancelled, CLIENT shall upon notification to CONTRACTOR have the right to procure such insurance and, in such event, any sum so paid by CLIENT shall immediately become due and payable to CLIENT by CONTRACTOR or CLIENT shall be entitled to deduct such sums from any moneys due or which may become due to CONTRACTOR in addition to any other remedies CLIENT may have under this CONTRACT 10.8 CONTRACTOR shall notify CLIENT immediately upon receipt of any notice of claims, incidents, or demands or of any situation which may give rise to such claims or demands being made under the said policies Written notice shall be given not later than two (2) days after the occurrence of any accident However, for serious accidents (including but not limited to death or serious injuries) notice shall be given immediately and must be confirmed in writing 10.9 CONTRACTOR shall ensure that its Sub-contractors maintain similar insurance coverage as specified herein and that its Sub-contractors similarly indemnify and hold CLIENT harmless against all costs, claims, and demands Any deficiencies in the coverage or policy limits of Sub-contractor's insurance shall be for the sole responsibility of CONTRACTOR 10.10 The amounts of CONTRACTOR furnished insurance called for herein shall be the minimum and not the maximum limits of liability CONTRACTOR may provide other insurance coverage or higher limits of coverage CLIENT will bear no financial liability attributable to deficient insurance coverage by CONTRACTOR 10.11 CONTRACTOR shall not commence the shipment of equipment and materials or commence WORKS until all the insurances that CONTRACTOR is required to provide are in full force END OF ARTICLE Chapter SPECIMEN CONTRACTS Specimen contract CONTRACT FOR THE SALE OF GOODS Between Herein after called “the SELLER” And Hereinafter called “the BUYER” Preamble The agreement between the parties to this Contract is based on the following understandings [NOTE: the following clauses are example only] [NOTE: if the SELLER is making goods to unusual specifications , the preamble might state:] Both parties understand that Goods made to the BUYERS specifications may have no value, or very limited value, on the open market [NOTE: if the BUYER is replying on the SELLER’s expertise, the preamble might state:] The SELLER understand that the BUYER in specifying the Goods has relied to a large extent on the expertise of the SELLER [NOTE: If the delivery of defective or incomplete goods would seriously hurt the BUYER, the preamble might use one of the following:] The SELLER understand that the BUYER is under Contract to resell the Goods, and that if the Goods are defective or non-conforming in quality or quantity, the BUYER may be liable for damages in an amount exceeding The SELLER understand that the BUYER intends to install the Goods as a component part in equipment to be resold, and that if the Goods are defective or non-conforming in quality or quantity , the BUYER may be liable for substantial damages Applicable Law This Contract, and all questions relating to its formation, validity, interpretation or performance shall be governed by the law of [NOTE: The additional clause below is optional] This Contract shall not include, incorporate or be subject to the provisions of the “ United Nations Convention on Contracts for the International Sale of Goods” Definition In this Contract, including the preamble and the appendices, the words below have the meanings ascribed to them unless the context otherwise clearly dictates: 2.1 Unless expressly modified by the parties,”FOB”, “CIF” and other trade terms have the meanings and obligations ascribed to them in Incoterm 2000, Publication 460 of the International Chamber of Commerce ,Paris 2.2 “Contract” means this Contract, its preamble and appendices, as well as all documents expressly mentioned in this Contract 2.3 “Good” means the Goods specified in Clause below 2.4 “Price” means the Price as specified in Clause below payable to the SELLER for the Goods 2.5 “Delivery” mean Delivery as specified in Incoterm 2000 under the Incoterm or Incoterms agreed in this Contract 2.6 “Day” means a calendar Day For the purposes of this Contract, Saturday, Sundays and all holidays are considered as Days 2.7 “Direct” Cost and Losses are costs and losses arising in immediate connection with any failure to delivery, any delay in Delivery, or any defect in Goods delivered under this Contract Such costs and losses must have an immediate, foreseeable and provably casual connection with the delay or defect All other costs and losses are deemed by this Contract to be “indirect” In particular, loss of profit, loss of use, and loss of Contract are considered indirect losses 2.8 “Government” means national Government, local Government, local authorities, and their agencies In Particular customs and / or excise departments are considered as Government agencies 2.9 “Termination” means the discharge of the Contract by one of the parties under any right expressly granted by this Contract The discharge of the Contract by any other right arising from the applicable law or any other source is deemed to be “cancellation” of the Contract Entire Agreement and Contract Documents This Contract constitutes the entire agreement and understanding between the parties There are no understandings, agreements, embodied in this Contract or that have not been superseded by this Contract [NOTE: The sub-clause and the list below are optional] In addition to the text of the contact itself, the documents listed below shall form part of the Contract All listed documents and the clauses of this Contract shall be read, if possible, so as to be consistent In the event of conflict, the order of precedence for the provisions and documents, which constitute this agreement, shall be as follow: [NOTE: the list below contains examples only] a b c d The Contract itself Specifications; Manufacturing drawings; The SELLER’S Special/General Condition of Sale Scope of Supply The Goods to be delivered under this Contract are specified Delivery 5.1 Date, Place and Terms of Delivery Delivery of the Goods shall be made The scheduled date of Delivery shall be Risk and title to the goods shall pass from the SELLER to the BUYER on Delivery NOTE: In the interest of clarity, when using the Incoterms CIP, CFR, CIP, and CPT, the parties may wish to add the clause below The place of delivery under this Contract is 5.2 Naming and arrival of Vessel [NOTE: This clause is intended primarily for use in FOB and FAS Contracts] The BUYER shall advise the SELLER of the name of the vessel not later than Days before the agreed Delivery date If the vessel named by the BUYER fails to arrive on or before , then the SELLER may at is discretion deliver the Goods to a bonded warehouse in the port of and shall be deemed to have fulfilled his Delivery obligations under this Contract In this event, the SELLER must notify the BUYER of the full circumstances of the Delivery to the warehouse, all costs, including but not limited to cost of storage and insurance are to the BUYER’s account 5.3 Shipping Marks and Packaging [NOTE: the following clauses are example only.] On the surface of each package delivered under this Contract shall be marked: the package number, the measurements of the package, gross weight, net weight, the lifting position, the letter of credit number, the words RIGHT SIDE UP, HANDLE WITH CARE, KEEP DRY, and the mark: Goods are to be packed in and are to be well protected against dampness, shock, rust or rough handling The SELLER shall be liable for any damage to or loss of the Goods attributable to improper or defective packaging Notification of Delivery [NOTE: This clause applies largely to Contracts under which delivery takes place in the country of the SELLER.] Immediately on Delivery, the SELLER shall notify the BUYER, of Delivery by This notification shall include Inspection before Shipment 7.1 Inspection by the BUYER The BUYER may, at the BUYER’s option, inspect the goods prior to shipment At least Days before the actual Delivery Date, the SELLER shall give notice to the BUYER, or to any agent nominated by the BUYER, that the Goods are available for inspection The SELLER shall permit access to the goods for the purposes of inspection at a reasonable time agreed by the parties [NOTE: Customs requirement for information of goods into some countries require inspection by SGS prior to shipment from the SELLER’S count The following clause is recommended for sales to these countries.] 7.2 Inspection by Inspection services The parties understand that importation into require inspection of goods by SGS before shipment from the SELLER’S country The SELLER agrees to cooperate fully with the SGS in providing access to and necessary information into the Goods for the purpose of such inspection Early, partial and late delivery 8.1 Early Delivery [NOTE: the three sub-clauses below are alternatives.] Choice A: Early Delivery is not permitted under this Contract Choice B: Delivery up to Days Early is permitted; however, payment shall not become due until the date agreed for payment under this Contract Choice C: Delivery up to Days Early is permitted; in this case, payment shall fall due as though the actual Delivery date were agreed in the Contract 8.2 Partial Shipment [NOTE: the two sub-clause are alternatives.] Choice A: Partial Shipment is not permitted under this Contract Choice B: Partial Shipment is permitted under this Contract, subject to the agreement off both parties; however, any cost arising from the partial shipment shall be the account of the 8.3 Delay in Delivery In the event of late delivery for reasons other than Force Majeure as defined in clause 17 below, the SELLER shall pay as the value of the Undelivered part per Day of late Delivery up to the maximum of ……………….of the Contract Price Payment of liquidated damages shall be due without the BUYER having to furnish proof of any loss, damage or injury [NOTE: The two sub-clause below are alternatives.] Choice A: Payment of liquidated damages shall constitute full and complete satisfaction of any claim of the BUYER against the SELLER arising from and in connection with late Delivery of any Goods In particular the SELLER shall not be liable for any indirect loss or damage, as defined in Clause 2.7 above, arising from or in connection with late Delivery of any Goods Choice B: Payment of liquidated damages by the SELLER shall not preclude the BUYER from seeking compensatory damage from the SELLER for any loss, injury or damage arising from or in connection with late Delivery of any Goods In particular the BUYER shall be entitled to compensation from the SELLER for any indirect or consequential loss or damage, including but not limited to loss of profit, loss of use or loss of contract, arising from or in connection with late Delivery of any Goods However, payments made as liquidated damages shall be offset against any compensatory damages recovered from the SELLER for the late Delivery off any Goods 8.4 Termination for Delay In the event that the SELLER becomes liable to pay the maximum sum payable as liquidated damages under Clause 8.3 above, then the BUYER shall, upon due notice, have the right to terminate the Contract Price The price for the Goods to be delivered under this Contract is …………… ………… …………… ……… 10 Term of Payment Payments shall be made by means of an irrevocable, confirmed Letter of Credit The BUYER shall open the Letter of Credit on or before…… ………on the term agreed by the Parties and annexed to the Contract as Appendix……….…………… This Contract shall not come into force under clause 16 below until the SELLER has received advice that the Letter of Credit has been opened in his favor and has ascertained that the terms are in accordance with those agreed between by the Parties and the Letter of Credit as issued shall be notified by the SELLER to the BUYER immediately 11 inspection of the goods 11.1 duty to inspect and notify discrepancies The Buyer shall inspect the goods on their arrival at the place of destination If the goods fail to conform with the contract in either quality or quantity, then the Buyer shall notify the Seller of any discrepancy without delay 11.2 Failure to Notify discrepancies If the buyer does not notify the seller of any such discrepancies within … Days of arrival of the goods, then the goods shall be deemed to have been in conformity with the contract on arrival 11.3 Buyer’s right in the event of discrepancy in quantity If a material discrepancy in quantity exists and is duly notified to the seller, the buyer at his discretion and subject to clause 8.2 above may either: a Accept the delivered portion of the goods and require the seller to deliver the remaining portion forthwith; or b Accept delivered portion of the goods and terminate the remaining portion of the contract upon due notice given to the seller If any material discrepancy quantity exists such that… and if such discrepancy is duly notified to the seller, the buyer may at his discretion: a Adopt either of remedies prescribed above in this clause; or b Reject the delivered portion of the goods and recover from the seller all payments made to the seller as well as all costs, expenses and customs duties incurred by the buyer in association with the shipment, movement through customs, insurance or storage of the goods 11.4 Buyer’s right I the event of discrepancy in quality Discrepancy in quality shall be considered as defects and shall give rise to claims under defects liability provision of this contract in clause 12 below However, a fundamental discrepancy in quality shall give the buyer the right to refuse delivery of the goods in whole or in part and to recover from the seller all payment made for the unaccepted portion of the goods as well as all costs, expenses and customs duties incurred by the buyer in association with the shipment, movement through customs, insurance or storage of the unaccepted portion of the goods 12 defect liability 12.1 seller’s liability for defects The seller warrants that the goods supplied under this contract shall at the date of their delivery: a Be free from defects in material; b Be free from defects in workmanship; c Be free from defects inherent in design, including but not limited to selection of materials, and be fit for the purpose for which such goods are normally used If any defect provable present in any of the goods on the date of delivery comes to light during the defects liability period, then the buyer shall forthwith notify the seller The seller, without undue delay, shall at his own risk and cost and at his discretion repair or replace such item or otherwise make good the defect The seller’s liability for defects is subject to the buyer having adhered to all procedures and instructions applicable to the … [...]... payment of damage shall survive 2 Tất cả các văn bản hợp đồng và điều khoản của hợp đồng này sẽ được đọc để đi đến tính nhất quán… trong trường hợp có sự mâu thuẫn, thứ tự ưu tiên cho các quy định và các văn bản cấu thành thỏa thuận này như sau a Bất kì sự thay đổi đã được đánh máy trên mặt của các hợp đồng mua bán đã được in ấn b Các văn bản của các hợp đồng mua bán c Thông số kĩ thuật d Báo cáo công việc... mỗi mặt hàng được cung cấp theo hợp đồng này hay là một phần của hợp đồng này vào ngày được chấp nhận: (i) sẽ không có lỗi về nguyên liệu chế tạo (ii) sẽ không có lỗi về kĩ thuật sản xuất, bao gồm quá trình chế tạo nhưng không giới hạn chỉ ở quá trình này; (iii) sẽ không có lỗi tiềm ẩn ở trong thiết kế bao gồm nhưng không giới hạn ở việc lựa chọn các chất liệu và phải phù hợp với mục đích mà mặt hàng... execution, it shall become null and void Sự tuân thủ về thời gian là điều kiện tiên quyết để hợp đồng có hiệu lực Time is and shall be of the essence of this contract 1 Nếu một trong hai bên của hợp đồng bị gây cản trở hay làm chậm trễ trong việc thực hiện bất kỳ nghĩa vụ nào theo hợp đồng này do một sự cố ngoài tầm kiểm soát hợp lý của mình, thì sự có trên sẽ được xem là bất khả kháng và bên liên quan sẽ không... sau khi hai bên ký hợp đồng vào ngày cần có sự phê việc của các nhà chức trách có thẩm quyền quốc gia của người mua và người bán This agreement shall come into force after execution by both parties on the date of the last necessary approval by the competent authorities in the country of the Seller and Buyer nếu hợp đồng không có hiệu lực trong vòng 90 ngày kể từ khi hai bên ký hợp đồng, thì nó sẽ trở... reasonable time prior to shipment, including but not limited to the name and detailed schedule of the vessel 4 Trong trường hợp giao hàng từng phần, bất kì sự chậm trễ hay không hoàn thành việc giao hàng một trong các chuyến sẽ không bị xem là vi phạm hợp đồng và không dẫn đến quyền hủy hợp đồng hoặc từ chối nhận các chuyến hàng khác của người mua In case of shipment or delivery in installments, any delay... a maximum deduction of 10% of the delivered price of the delayed goods//bên bán phải trả tiền cho bên mua tiền bồi thường thiệt hại ước tính là 0.1% giá trị của hợp đồng tính cho mỗi tuần giao hàng trễ, nhưng tối đa là 20% giá trị của hợp đồng. ) TỪ KHÚC NÀY, CHỖ NÀO “…” LÀ BLANK! gap filling 4: -such damages are payable even if the buyer suffers no actual loss, and even if the seller is not at … (unless... hợp goods are to be packed in REQUIRED PACKING and are to be well protected from dampness, stock, rust, rough handling The Seller shall be liable for any damages to or of the goods attributable to improper or defective packaging 10 Giao hàng sớm hơn ngày thì được cho phép; trong trường hợp này , việc thanh toán phải được thực hiện như thể đó là ngày giao hàng thực tế đã được thỏa thuận trong hợp đồng. .. giao hàng quy định trong hợp đồng và có hiệu lực trong vòng 30 ngày -> the buyer shall open irrevocable L/C at sight in USD for the total value of the goods to be shipped This L/C shall be opened at least 15 days before the contract delivery date and valid for 30 days 5 Trong trường hợp người mua chậm thanh toán hoặc không thanh toán, người bán được quyền chấm dứt hợp đồng mà không làm phương hại đến... letter of credit depends on the exporter presenting correct documentation There are up to 90% of first applications for payment are rejected because of discrepancies 6 giá hợp đồng vẫn giữ nguyên trong suốt quá trình thực hiện hợp đồng này và sẽ không bị ảnh hưởng bởi bất kỳ sự thay đổi nào vì bất kỳ lý do gì bao gồm nhưng không giới hạn ở sự tăng lên của chi phí hoặc dao động tiền tệ The contract price... the event, of the duty affected, and of the expected duration of the event 4 Bên bán phải trả cho bên mua tiền bồi thường thiệt hại ước tính là 0.1% giá trị của hợp đồng tính cho mỗi tuần giao hàng trễ, nhưng tối đa là 20% giá trị của hợp đồng The seller shall pay the Buyer 0.1% of the contract for each week of late delivery, up to maximum deduction of 20% of the contract value 1 Việc giao hàng tùy