CONTRACT FOR THE SALE OF GOODS

PART 1 Read the part below and answer the questions

1. Applicable Law
This Contract, and all questions relating to its formation, validity, interpretation or performance shall be governed
by the law of Vietnam.
[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.”
2. Definitions
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 Incoterms 2020, 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 listed
as Contract documents or otherwise expressly mentioned in this Contract.
2.3 “Goods” means the Goods specified in Clause 4 below.
2.4 “Price” means the Price as specified in Clause 9 below payable to the SELLER for the Goods.
2.5 “Delivery” means Delivery as specified in Incoterms 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 causal 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.
3. Entire Agreement and Contract Documents.
This Contract constitutes the entire agreement and understanding between the parties. There are no understandings,
agreements, conditions, reservations, or representations, oral or written, that are not 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 Contract 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 follows:
[NOTE: the list below contains examples only]
a. The Contract itself
b. Specifications;
c. Manufacturing drawings;
d. The SELLER’S Special/General Conditions of Sale.
4. Scope of Supply
The Goods to be delivered under this Contract are specified <CLAUSE/ANNEX WHERE GOODS ARE
SPECIFIED>

QUESTIONS
1. Which law governs this contract?
a) International trade law
b) The law of Vietnam
c) The law of the seller’s country

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d) The law of the buyer’s country

2. What does “Delivery” mean under this contract?

a) As specified in local regulations
b) As specified in Incoterms 2000
c) As agreed in negotiations
d) As defined by the buyer

3. What is considered an indirect loss?

a) Delay in delivery
b) Loss of profit
c) Damaged goods
d) Increased freight costs

4. What happens if a party ends the contract under an express right?

a) It is called termination
b) It is called modification
c) It is called suspension
d) It is called rescission

5. Which document has the highest priority in case of conflict?

a) The Contract itself
b) Seller’s conditions
c) Specifications
d) Manufacturing drawings

PART 2 Read the part below and answer the questions

5. Delivery
5.1 Date, Place and Terms of Delivery
Delivery of the Goods shall be made <INCOTERM>. The scheduled date of Delivery shall be <DATE OF
DELIVERY>. 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 CIF, CFR, CIP, and CPT, the parties may wish
to add the clause below.]
The place of delivery under this Contract is <PORT OF SHIPMENT>.
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 <NUMBER> Days before the
agreed Delivery date.
If the vessel named by the BUYER fails to arrive on or before <DATE>, then the SELER may at his
discretion deliver the Goods to a bonded warehouse in the port of <PLACE OF DELIVERY> 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: <MARK>
Goods are to be packed in <REQUIRED PACKING> and are to be well protected against dampness, shock,
rust or rough handling. The SELER shall be liable for any damage to or loss of the Goods attributable to
improper or defective packaging.
6. Notification of Delivery
[NOTE: This clause applies largely to Contracts under which delivery takes place in the country of the SELLER.]

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 Immediately on Delivery, the SELLER shall notify the BUYER oF Delivery by <MEANS OF
NOTIFICATION>. This notification shall include <INFORMATION AND DOCUMENTS TO BE
INCLUDED>.
7. 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 <FIGURE> 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 requirements for information of goods into some countries require inspection by SGS
prior to shipment from the SELLER’s country. The following clause is recommended for sales to these
countries.]
7.2 Inspection by Inspection Service
The parties understand that importation into <NAME OF COUNTRY> requires 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 about the Goods for the purposes of such inspection.
8. 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 <NUMBER> Days early is permitted; however, payment shall not become due
until the date agreed for payment under this Contract.
Choice C: Delivery up to <NUMBER> 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-clauses 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 of both parties;
however, any costs arising from partial shipment shall be to the account of the <BUYER/SELLER.>
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 a 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-clauses 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 or 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 damages 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 of any Good.
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.

QUESTIONS Read the part below and answer the questions (TRUE/FALSE/ NOT
GIVEN)

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6. The risk and title to the Goods pass to the BUYER upon Delivery.

7. If the vessel named by the BUYER does not arrive on time, the SELLER must cancel the
contract.

8. The SELLER is responsible for all costs if the goods are delivered to a bonded warehouse.

9 The BUYER must inspect the Goods before shipment as per the contract.

10 Packages must be marked with handling instructions like ‘HANDLE WITH CARE’ and
‘KEEP DRY’.

11. The SELLER must notify the BUYER of Delivery immediately.

12 Early delivery is always permitted under this contract.
13. Partial shipment is allowed only if both parties agree.
14 The contract specifies that inspection costs are to be borne by the SELLER.
15 SGS inspection is required for all international shipments under this contract.

PART 3 Read the part below and answer the questions

9. Price
The Price for the Goods to be delivered under this Contract is ………… <Currency and
symbol>……………. ………………… <currency and figures in words> ……………….

10. Terms of Payment

Payment shall be made by means of an irrevocable, confirmed Letter of Credit. The BUYER shall open the
Letter of Credit on or before ........--<Date of opening of Letter of Credit>........---- on the terms agreed by the
Parties and annexed to this Contract as Appendix ........-<appendix number>........-----
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 ............... <Number of days>
Days of the arrival of the Goods, then the Goods shall be deemed to have been in conformity with the
Contract on arrival.
11.3 BUYER’s Rights in the event of Discrepancy in Quanity
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.

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 If any material discrepancy in quantity exists such that ................ <Description of fundamental discrepancy>
and if such discrepancy is duly notified to the SELLER, the BUYER may at his discretion:
a. Adopt either of the 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 Rights in the Event of Discrepancy in Quality
Discrepancies in quality shall be considered as defects and shall give rise to claims under the 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 payments 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. Defects 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 provably 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 ................ <Condition of use <e.g. “ Storage, installation, use or operation”> of
the item, and expressly exclude damage to the Goods caused by fair wear and tear or by misuse occurring
after Delivery.
12.2 Defect Liability Period
The SELLER shall be liable for defects which come to light during a period of ................ <Number of days>
Days from ................ <Date of start of defect liability period>. After the end of this period, the BUYER shall
have no right to raise claims of any kind against the SELLER for any defect in any Goods of the SELLER’s
supply. The defect liability period shall be prolonged by the length of any period during which the Goods
cannot be used by the BUYER because of a defect. However, if new Goods are delivered to replace
defective Goods, the defects liability period shall not begin again on the replacement Goods
12.3 Limitation of Defects Liability
<Note: the two clauses below are alternatives. Delete as necessary>
Choice A: The duty to repair and replace or otherwise to make good defects is the only duty of the SELLER
in the event of Delivery of defective Goods. In particular the BUYER shall not be entitled to compensation
from the SELLER for any indirect loss or damage as defined in Clause 2.7 above, arising from or in
connection with Delivery of defective Goods.
Choice B: The SELLER shall indemnify and hold harmless the BUYER against any loss or damage however
arising whether direct or indirect which shall be suffered by the BUYER as the result of defective or faulty
Goods delivered by the SELLER.
13. Liability to Third Parties
<Note: the two clauses below are alternatives. Delete as necessary>
Choice A: The <Name of the Party giving the indemnity-BUYER or SELLER> shall compensate and hold
harmless the <Name of the Party receiving the indemnity-BUYER or SELLER> from any award of
damages, reasonable costs, expenses or legal fees, in the event of any action or lawsuit by a third party
resulting from any injury loss or damage to the third party caused by a defect in the Goods delivered under
this Contract.
In the event of any such lawsuit, the ................ <<Name of the Party giving the indemnity-BUYER or
SELLER> shall immediately notify the ................ <<Name of the Party receiving the indemnity-BUYER or
SELLER> and shall fully cooperate with the <Name of the Party receiving the indemnity-BUYER or
SELLER> in taking any necessary legal action.

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 Choice B: In the event of any action or lawsuit by a third party resulting from any injury, loss or damage to
the third party caused by a defect in the Goods delivered under this Contract, the Party against whom the
action of lawsuit is brought shall bear all costs, expenses, awards of damages or legal fees arising therefrom.
14. Taxation
All income taxes, value added taxes, customs duties, excise charges, stamp duties or other fees levied by any
Government, Governmental agency or similar authority shall be borne exclusively by the party against
whom they are levied.
15. Assignment of Rights and Delegation of Duties
The rights under this Contract may not be assigned nor the duties delegated by either party without the prior
written consent of the other party.
16. Coming into Force
This Contract shall come into force after signature by both parties and after:
a. The issuance of a letter of credit in accordance with the terms of Clause 10 above
b. <OTHER>
If the Contract has not come into force within <NUMDER> Days of its signature by both parties, all its
provisions shall become null and void.
17. Force Majuere
If either party is prevented from, or delayed in, performing any duty under this Contract by an event beyond
his reasonable control, then this event shall be deemed Force Majuere, and this party shall not be considered
in default and no remedy, be it under this Contract or otherwise, shall be available to the other party.
[NOTE: the sub-clause below contains examples only. It should be modified as necessary.]
Force Majeure events include, but are not limited to: war: <whether war is declared or not>, riots,
insurrections, acts of sabotage, or similar occurrences; strikes, or other labor unrest; newly introduced laws
or Government regulations; delay due to Government action or inaction, or inaction on the part of any
inspection agency; fire, explosion, or other unavoidable accident; flood, storm, earthquake, or other
abnormal natural event.
[NOTE: the sub-clause below on non-force-majeure events is optional.]
Force Majeure events do not include <EVENTS NOT INCLUDED>
If either party is prevented from, or delayed in, performing any duty under this Contract, then this party shall
immediately notify the other party of the event, of the duty affected, and of the expected duration of the
event.
If any force majeure event prevents or delays performance of any duty under this Contract for more than
<NUMBER> Days, then either party may on due notification to the other party terminate this Contract.
18. Termination
Notice of Termination of this Contract as defined in Clause 2.9 shall be in writing and shall take effect
<FIGURE> Days from the receipt of such notice by the party notified.
In the event of termination, the duties of the parties shall be as incurred up to the date of termination. In
particular, the SELLER shall receive the full Price of any Goods delivered and accepted by the BUYER. The
provisions of this Agreement dealing with defect liability, arbitration, and such other provisions as are
necessary in order to resolve any post-Termination disputes shall survive Termination.
19. Partial Invalidity
If any provision or provisions of this Contract are invalid or become invalid, then this shall have no effect on
the remaining provisions. Further, the parties agree to replace any invalid provision with a new, valid
provision having, as far as possible, the same intent as the provision replaced.
20. Language
The language of the Contract, of all Contract Documents, and of all correspondence and other
communication between the parties shall be English.
21. Notices
Notices served by one party to the other under the Contract shall be made, in the first instance by facsimile
transmission <hereinafter called “fax”>. A further copy of each notice shall be sent by registered letter and
signed.
The effective date of the notice shall be the date of fax transmission. In the event of a dispute about the
receipt of a fax, however, the effective date of the notice shall be the date of receipt of the registered letter or
a date seven Days after the registered mailing, which ever is the earlier.
Notices shall be sent to the following addresses and fax numbers:
SELLER: BUYER:

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 Address: Address:
Fax Number: Fax Number:
Any change in an address or fax number shall be the subject of a required notice under this Contract.
22. Settlement of Disputes
All disputes arising in connection with this Contract shall be finally settled under the Rules of Conciliation
and Arbitration of the International Chamber of Commerce by <FIGURE> arbitrators appointed in
accordance with the said rules.
The place of arbitration shall be <PLACE>. The language of Arbitration shall be English.
[NOTE: the three sub-clauses below are alternatives.]
Choice A: in the event of arbitration, each party shall bear its own costs.
Choice B: in the event of arbitration, the court shall assess the amount of the costs to be borne by each party.
Choice C: in the event of arbitration, the party against whom the award is made shall bear the entire costs of
both parties to the action.

Execution

The parties, intending to be legally bound, have signed this Contract on the dates and at the places stated
below:

For and on behalf of the SELLER: For and on behalf of the BUYER:
Title: Title:
Date: Date:
Place: Place:

[NOTE: the witnessing of signatures is not required by all national laws]

Witness of SELLER’s signature
Witness of BUYER’s signature

QUESTIONS
1. When does the contract come into force?
a) When signed and letter of credit is issued
b) When the buyer makes a payment
c) When the seller delivers the goods
d) When arbitration rules are agreed upon
2. What is the method of payment under this contract?
a) Wire transfer upon shipment confirmation
b) Irrevocable, confirmed Letter of Credit
c) Payment in installments after inspection
d) Direct bank transfer before delivery
3. What must the buyer do upon receiving the goods?
a) Notify seller of any discrepancies
b) Wait 30 days before inspecting
c) Return the goods immediately
d) Make final payment first
4. What happens if the buyer fails to notify discrepancies in time?
a) The seller must replace the goods
b) The goods are deemed accepted
c) The buyer may claim damages later
d) The contract is automatically canceled
5. Which option is available for a material discrepancy in quantity?
a) Require delivery of the missing goods
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 b) File an immediate lawsuit
c) Demand a full refund
d) Cancel the entire contract
6. How are discrepancies in quality handled?
a) Considered defects under clause 12
b) Handled under force majeure rules
c) Seller must issue full refunds
d) Resolved through tax adjustments
7. What must the seller do if a defect is found?
a) Repair or replace at their own cost
b) Offer a partial refund
c) Ask the buyer to pay for repairs
d) Terminate the contract
8. What is excluded from the seller’s defect liability?
a) Fair wear and tear
b) Manufacturing defects
c) Errors in packaging
d) Mislabeling of goods
9. What happens if a new replacement is delivered?
a) Defect liability period remains unchanged
b) Liability period resets
c) Buyer must extend the contract
d) Buyer pays extra for coverage
10. What taxes and duties apply under this contract?
a) Paid by the party against whom they are levied
b) Shared equally by both parties
c) Covered by the seller
d) Always deducted from the contract price
11. What restriction applies to contract rights?
a) Cannot be assigned without prior consent
b) May be freely transferred
c) Must be sold with contract goods
d) Only assigned by seller
12. What is required for force majeure to be valid?
a) An event beyond reasonable control
b) The seller’s financial hardship
c) A missed payment by the buyer
d) Minor shipment delays
13. What is the consequence of a force majeure event lasting too long?
a) Either party may terminate
b) Buyer must pay penalties
c) Seller can extend delivery indefinitely
d) Both parties must renegotiate
14. What happens if a contract provision is invalid?
a) The rest of the contract remains valid

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 b) The contract is terminated
c) A lawsuit is required
d) The seller decides on new terms
15. How are disputes settled under this contract?
a) By arbitration under ICC rules
b) Through local court litigation
c) By mutual negotiation
d) By tax adjustments