Tên: Phan Xuân Ly
Lớp: 21CNATMCLC03
SALES CONTRACT
ARTICLE 1: COMMODITY
ARTICLE 2: DESCRIPTION AND SPECIFICATIONS, QUANTITY, UNIT
PRICE (USD)
ARTICLE 3: TOTAL AMOUNT (USD)
ARTICLE 4: COUNTRY OF ORIGIN AND MANUFACTURER
ARTICLE 5: PACKAGING:
The packaging must be suitable for Ocean Freight and strong enough to
withstand rough handling. Bales must be tightly packed and secured with
wooden strapping, with an adequate waterproof protective layer inside. The
outer wrapping must comprise high-quality tarpaulin. Cases or other outer
containers must have the smallest capacity, which provide adequate protection
for the goods.
Packages must bear full marks and shipping numbers stenciled in good
quality stencil ink in large and clear characters on two sides and one end of
each package. All bales must be marked "use no hooks".
ARTICLE 6: Shipping Marks (CALL SIGN)
XYZ
0081
NEW YORK
NO. 1-100
Notes: (XYZ – recipient's code, 0081 – contract number, NEW YORK – port
of discharge, No. 1-100 – package numbers)
ARTICLE 7: TIME OF SHIPMENT
Shipment within the last ten-day period of March, 2000, provided that an
acceptable Letter of Credit reaches Sellers before the last ten-day period of
January, 2000. Partial shipment is not allowed.
ARTICLE 8: PORT OF LOADING
ARTICLE 9: PORT OF DELIVERY
ARTICLE 10: TERMS OF PAYMENT
By irrevocable letter of credit at sight issued by a drawee’s bank, to be
paid to the seller for 100% of the goods' value.
ARTICLE 11: WARRANTY
Insurance to cover Particular average plus T.P.N.D (Thief, Pilferage and
Non Delivery) Risks and War Risk for 110% of CIF value and to provide for
claims if any, payable in U.S. Currency in New York.
War Risk premium is calculated at 0.1%, if it is higher than 0.1% after the
conclusion of the contract, the excess premium shall be for the Buyer's account
and if War Risk insurance is not obtainable, the Seller may be exempted from
providing such insurance.
Therefore, the Letter of Credit must include the following clause: "If War
Risk premium is higher than 0.1%, the beneficiary is authorized to draw the
difference in excess of the Letter of Credit amount, or to exempt from
providing such insurance".
ARTICLE 12: Documents
The following documents shall be prepared by the Seller and submitted to the
Buyer:
(1) Commercial Invoice in____ Copy(ies);
(2) Full set of clean on board ocean Bills of Lading made out to ____;
(3) Insurance Policy;
(4) Quality Inspection Certificate;
(5) Certificate of Origin;
(6) Packing List;
(7) Notice of Shipment;
(8) The following other Documents:_____
ARTICLE 13: Late payment interest
If the Buyer fails to make any payment by the due date, the Buyer shall be
obligated to pay the Seller interest on arrears on the unpaid amount from the
maturity date until the actual payment date, at an interest rate of ...% per year.
The Buyer shall pay such overdue interest immediately upon the Seller's
request.
ARTICLE 14: INSPECTION
(1) Before the delivery date, the Seller shall apply to the accrediting agency to
inspect the quality, technical specifications, quantity, packaging and safety and
hygiene requirements of the goods according to the____ standards. Certificate
of Inspection issued by the above inspection agency shall be an indispensable
document among the documents presented upon payment. Re-inspection
agency___
(2) For warranty purposes and other claims, the Buyer shall have the right to
apply to the inspection agency to re-inspect the goods after arriving at the final
port. Re-inspection agency:_____
ARTICLE 15: PENALTY:
(1) Failure to Make Timely Delivery.
In case the Seller for its own sake fails to make delivery of all the goods on
time as stipulated in this Contract, the Seller shall pay a penalty to the Buyer.
The penalty shall be charged at the rate of...% of the anjunt of the delayed
goods for every... days of delay in delivering the goods; however, the penalty
shall not exceed...% of the total value of goods involved in the late delivery.
Any fractional days less than... days shall be deemed to be... days for the
calculation of penalty.
(2) Failure to open the letter of credit on schedule.
If, for any reason, the Buyer is unable to open the letter of credit on time as
stipulated in this contract, the Buyer shall pay a penalty to the Seller. For
each ... day of late opening of the letter of credit, the penalty shall be calculated
at the rate of ....% of the value of the letter of credit, however, the penalty shall
not exceed ...% of the total value of the amount stated in the letter of credit. For
the purpose of calculating penalties, any odd number of days less than.... days
shall be counted as...days.
(3) The penalty amount specified in clause 15.1 and/or 15.2 shall be the sole
compensation for damages caused by such delay.
Article 16: FORCE MAJEURE
Neither party shall be liable for any failure or delay in the performance
of,all or any part of this contract due to events including flood, fire, earthquake,
snowstorm, hail, storm, war, government orders or any other unforeseeable
event during the performance of this contract and which is beyond the control,
avoidance or remedy of the affected party. However, the party facing the force
majeure event affecting the performance of the contract shall give notice to the
other party of the occurrence of the event as soon as possible, and also provide
an air-mailed certificate or document regarding the force majeure event issued
by the relevant authorities or an independent neutral third party, no later than
15 days after the occurrence of the event.
Article 17: COMPENSATION
(1) Except for compensation claims for which a third party is responsible, if the
quality, technical specifications, quantity, weight, packaging, and safety and
hygiene requirements of the goods are found to be inconsistent with the
provisions of this contract, the Buyer shall send a written notice of the
compensation claim to the Seller. The Buyer also has the right to file a
compensation claim with the Seller based on the Certificate of Inspection
issued by the inspection authority in accordance with clause 14.2 of this
contract within 21 days from the date of completion of unloading the goods at
the the port of discharge. In the case of inconsistent goods, the Seller shall
either immediately repair or replace the goods, or promptly provide the missing
quantity. If the Buyer does not submit the compensation claim within the
above-mentioned period, the Buyer shall lose the right to claim compensation
for the missing quantity or clearly defective goods.
(2) After receiving the certificate of inspection issued by the inspection
authority in accordance with clause 14.2 of this contract, the Seller must
respond to the Buyer’s compensation claim no later than 7 days. And if the
Seller cannot respond within the above time limit, the compensation claim will
be considered accepted.
Article 18. CONTRACT TERMINATION :
Except as provided by two parties, this Contract may be terminated in
either of the following cases:
(1) Through written agreement by both parties;
(2) If the other party fails to perform its obligations within the time-limit
agreed upon in this Contract, and fails to eliminate or remedy such breach
within 7 days following the receipt of the notice thereof from the non-
breaching party. In such case, the non-breaching party shall give a written
notice to the other party to terminate this Contract.
Article 19. NOTICE
Any notice to be given hereunder shall be in writing or hand- delivered,
which is sent by facsimile or telex or sent by air cargo, and shall be deemed
given when so hand- delivered; or if sent by facsimile or telex, one day after
the day on which such facsimile or telex is sent; or if sent by post, when
received, the notice shall be sent to the parties at the addresses set forth in the
beginning of this contract:
ABC Company, Vietnam
Address: No._______, ______ St., Danang, Vietnam
Telex:
Fax:
Postal Code:
E-mail:
XYZ Company, USA
Address: No._____, _______ St., New York, New York State, USA
Telex:
Fax:
Correspondence code:
E-mail:
Article 20: INTERNATIONAL RULES OF COMMERCIAL TERMS
Unless otherwise provided in this contract, the terms of this contract shall
be interpreted in accordance with the “International Rules of Commercial
Terms (INCOTEMS 2000)” issued by the International Chamber of Commerce.
Article 21: ARBITRATION
Any disputes arising from the performance of this contract should be
resolved through friendly negotiation. If the disputes cannot be resolved
through negotiation, the disputes should be submitted to arbitration in the
country where the defendant resides. If the arbitration takes place in Vietnam,
the case should be referred to the International Commercial Arbitration of the
Vietnam International Trade Development Council, and the committee's
arbitration procedures shall be applicable. If the arbitration takes place in the
United States, the case should be referred to the International Commercial
Arbitration of the New York International Trade Development Council, and the
arbitration rules of this body shall be applicable. The arbitration award shall be
the final decision and binding on both parties. Unless the arbitration body
issues a different ruling, the losing party will bear the arbitration fees.
