1.

CONTRACT ANALYSIS
In general, this contract have met some basic requirements of a sales contract, and as an
exporter, this contract seems to more beneficial to us than the importer. However, as an
exporter in Vietnam, to make the contract clearer, most beneficial to the Vietnamese exporter,
and avoid future disputes, the recommendations bellow are presented:

Introduction section:
- In the introduction section, the information telephone number or fax of the buyer
should be presented. Plus, both sides should show their represented people on the
contract.

Terms and Conditions:

- COMMODITY, QUANTITY, PRICE: should be divided into 3 different articles to
make the contract more concise. In COMMODITY article, the origin should be
inserted.
- PACKING AND MARKINGS: more information about specific regulations should
be provided.
- SHIPMENT: the information of Partial shipment, Transshipment, Inspection,
Notice of Shipment should be inserted. Moreover, the date of shipment should be
clearer.
- PAYMENT: documents required should be in this article, not a separate article.
Specific requirements about the documents should also be indicated.
- There should be a PENALTY and a CLAIM article in this contract.

2. CONTRACT REMAKE

SALES CONTRACT
No: 02/KSAL /03102023

Date: 03rd October, 2023

THE SELLER: KHUE STAR IMPORT EXPORT TRADING CO.,LTD

Address: No.180/15, Nguyen Huu Canh Street, Ward 22, Binh Thanh District, HCMC, Vietnam
Telephone: (+84) 283 9290455 Fax: 8261003
Represented by: Mr. Nguyen Van Minh, Sales Director

THE BUYER: ALKAY

Address: 96 J1 Sunflower scheme, Johar town, Lahore, Pakistan.
Telephone: (+92) 32 76865387 Fax: 7836992
Represented by: Ms. Aliszkar Julimorganz, Procurement Manager
The Buyer agrees to buy and the Seller agrees to sell on the following conditions:

1. COMMODITY: Vietnam Cassia Leaf

2. SPECIFICATIONS:
- Origin: 100% Vietnam Cinnamon leaf
- Admixture: 1% Max.
- Moisture: 13.5% Max.
- Colour: Green Colour, leaves are not damaged and dark, discolored and not
moldy, no branches
- New crop, There is no sand and soil with rocks

3. QUANTITY: 117 MT

4. PRICE:
- Unit price: USD 400/MT FOB Hai Phong Port, Vietnam (Incoterms® 2020)
- Total Amount: 6,800 USD
- Say: Six thousand and eight hundred United States dollars only.

5. PACKING AND MARKINGS: Goods packed in PP bags 25kgs. To be strong and

suitable for export and able to withstand ordinary wear and tear to the port of destination.
Shipping mark:
○ Cassia Leaf
○ Made in Vietnam
○ Net weight: 25 kgs
○ Gross weight: 25.150 kgs
○ USE NO HOOKS

6. SHIPMENT:
- Time of shipment: Loading occurs in October 2023
- Port of loading: Hai Phong Port, Vietnam.
- Partial shipment: Not allowed.
- Transshipment: Not allowed.
- Inspection: Shipped weight and quality at the port of loading to be final.
- Notice of Shipment:
 One (1) day before the sailing date of carrying vessel to Hai Phong,
Vietnam, the Buyer shall notify by cable or fax to the Seller the following
information:
 Name and Nationality of the Vessel
 ETD, ETA
 Within 1 day after date of B/L, the Seller shall notify by cable or fax to the
Buyer the following information:
 Name of the vessel
 B/L number
 Commodity, Quantity and quality of goods.
.
7. PAYMENT:
50% will be deposited after signing the contract in 3 days and the remaining 50% of the total
value will be paid by DP at sight.

Beneficiary: CONG TY TNHH THUONG MAI XUAT NHAP KHAU SAO KHUE
Account No: 0071371219993
Bank’s name: Joint Stock Commercial Bank for Foreign Trade of Vietnam – Ho Chi Minh
Branch
Bank’s address: Vietcombank Tower, No. 5, Me Linh Square, Ben Nghe Ward, District 1,
Ho Chi Minh City
SWIFT code: BFTVVNVX

Banking charge: All expenses and charges relating to payment inside Vietnam are for seller’s
account. All banking charges outside Vietnam are for buyer’s account.

Documents Required:

- Signed Commercial Invoice issued by the Seller in triplicate.

- 1 original and 1 copy of Certificates of Origin issued by an Authorized
Authority.
- 3 originals of Packing list by the Seller
- 3 originals and 2 coppies of clean Bill of Lading (B/L) on board marked
freight collect.
- 1 original and 1 copy of Phytosanitary Certificate by an Authorized Authority.
- 1 original and 1 copy of Certificate of Fumigation by an Authorized
Authority.

8. FORCE MAJEURE:
The Buyer or Seller shall not be responsible for any delay, failure, or loss resulting from
causes beyond their control due to act of God, Act of War, War insurrection, fire, explosion,
floods, strikes, riots, civil commotion, natural disasters, compliance with any valid laws,
rules or regulations, or acts of any other cause beyond the Buyer’s or Seller’s control. Such
performance will be extended by thirty (30) days. The event causing the force majeure lasts
more than thirty (30) days, this contract automatically cancelled (unless otherwise agreed by
both parties) without penalty to either party. Any party involving force majeure shall notify
in writing to the other party within forty-eight (48) hours of occurrence of the force majeure
together with a certificate issued by an official entity of the country affected by force
majeure.

9. CLAIM:
The buyer has the right to make claim to the Seller quantity, quality by the written form
according to the Inspection Certificate of SGS within 30 days after receive the goods. Claim
will be settled within 30 days from the day of receipt of the claim.

10. ARBITRATION:
In case any dispute arising from or in connection with this contract, both parties shall settle
the dispute through amicable negotiation. If the parties cannot reach an agreement within
sixty (60) days, the dispute shall be settled by the International Trade Arbitration board of
Vietnam Chamber of Commerce and Industry (VCCI) pursuant to provisional rules of
arbitration procedures in Vietnam. The award is final and binding upon the parties. The
arbitration costs shall be borne by the losing party.

11. PENALTY:
Cancellation this contract is not acceptable. If the Seller or Buyer wants to cancel this
contract, 3% of total contract value will be charged as penalty to that party.

12. VALIDITY:

- This contract shall be valid from the date of the contract, provided that the seller receives
a countersigned copy of this contract from the buyer within five (5) working days from
the above-stated date, and shall continue in full force and effect until 31 December, 2023,
 or after seven (07) days from the date on which both parties fulfill their contractual
obligations without any dispute.

- This contract is made into two (02) copies in English, one (01) copy for each party and
will be effective from the signing date.

SIGNATURE OF THE BUYER SIGNATURE OF THE SELLER

3. CONTRACT PERFORMANCE
This is an export contract of Vietnam, so the below steps are the contract’s performance:

 Initial work related to payment:

After signing the contract, the seller (KHUE STAR IMPORT EXPORT
TRADING CO., LTD) will remind the buyer (ALKAY) to deposit 50% within 3
days. For the remaining 50%, the Seller will need to present the agreed documents
through the DP (Documents against Payment) mechanism at sight to receive the
payment
 Goods preparation:
This exporter is are an export-import trader. Therefore, it will check the situation of
preparing products from suppliers. Also, it will check and follow up the packing
condition and delivery date of the goods. KHUE STAR IMPORT EXPORT
TRADING CO.,LTD, is responsible for ensuring that the procured Cassia Leaf
meets these exact specifications. They must also ensure the quantity is 117 MT.
The goods need to be packed in PP bags of 25kgs, suitable for export and able to
withstand ordinary wear and tear to the port of destination, with specific shipping
marks.
 Pre-shipment inspection:
The contract states, "Shipped weight and quality at the port of loading to be final".
While not explicitly mentioning a formal pre-shipment inspection by a third party,
the seller should conduct its own internal quality checks to ensure compliance with
the contract terms before loading at Hai Phong Port.
 Custom Clearance:
 As the contract is FOB Hai Phong Port (Incoterms® 2020), this seller is
responsible for clearing the goods for export. This involves:
- Declaring the goods to customs after they are gathered at the place
informed by the customs declarant, no later than 04 hours prior to the
departure of the vessel.
- Submitting the necessary customs documents. For export in yellow or red
flow, these typically include the export declaration sheet, export license (if
required), and a notice of exemption from inspection or inspection result
from a specialized agency (if applicable).
- Sending the goods for physical inspection if required by customs.
- Fulfilling other customs requirements as per Vietnamese law.
 Arranging Carriage:
Under FOB terms, the buyer, ALKAY, is responsible for arranging and paying for
the main carriage from Hai Phong Port, Vietnam. However, the seller needs to
cooperate with the buyer or their nominated carrier regarding the loading of the
goods onto the vessel at the named port of shipment. The seller should also be
prepared to provide necessary information to the buyer for their shipping
arrangements.
 Cargo insurance:
As per FOB Incoterms 2020, the seller is not obligated to arrange or pay for cargo
insurance. This is the buyer's responsibility.
 Making Delivery:
First, the Seller will create a cargo list detailing the Cassia Leaf being shipped.
Second, the Seller will provide the booking note to the Carrier’s Agent.
Third, goods will then be delivered to the Container Yard (CY) at Hai Phong Port.
Fourth, the Seller will issue an order to deliver the container to the designated
location at the port.
Fifth, the Seller will receive shipment documents from container-yard authority.
Finally, once the shipment is loaded onto the vessel, the Carrier’s agent will
arrange for the issuance of the Bill of Lading (B/L).
 Setting up payment documents:
The seller is responsible for preparing and presenting the documents required for
payment as specified in the contract:
- Signed Commercial Invoice in triplicate.
- 1 original and 1 copy of Certificates of Origin issued by an Authorized
Authority.
 - 3 originals of Packing list by the Seller.
- 3 originals and 2 copies of clean Bill of Lading (B/L) on board marked
"FREIGHT COLLECT".
- 1 original and 1 copy of Phytosanitary Certificate by an Authorized
Authority.
- 1 original and 1 copy of Certificate of Fumigation by an Authorized
Authority.
These documents will be presented through the DP at sight mechanism for the
remaining 50% payment.
 Claim (if any):
If the buyer makes any claims regarding quantity or quality based on the SGS
Inspection Certificate within 30 days after receiving the goods, the seller is
obligated to settle the claim within 30 days of receipt.
 Contract liquidation:
After fulfilling all contractual obligations, including delivery of goods and receipt
of final payment, the seller should consider the contract as liquidated. The contract
remains in full force and effect until December 31, 2023, or seven days after both
parties fulfill their obligations without dispute.