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LEGISLATION ON CONTRACT LAW (EXTRACTED)

B LUT DN S 2005 (VIETNAMESE) THE CIVIL CODE 2005 (ENGLISH)
THE CONCEPT OF CONTRACT
i u 388. Khi nim hp ng dn s
Hp ng dn s l s tho thun gia cc bn v vic xc lp, thay i hoc
chm dt quyn, ngha v dn s.


i u 401. Hnh thc hp ng dn s
1. Hp ng dn s c th c giao kt bng li ni, bng vn bn hoc bng
hnh vi c th, khi php lut khng quy nh loi hp ng phi c giao
kt bng mt hnh thc nht nh.
2. Trong trng hp php lut c quy nh hp ng phi c th hin bng
vn bn c cng chng hoc chng thc, phi ng k hoc xin php th phi
tun theo cc quy nh .
Hp ng khng b v hiu trong trng hp c vi phm v hnh thc, tr
trng hp php lut c quy nh khc.

i u 402. Ni dung ca hp ng dn s
Tu theo tng loi hp ng, cc bn c th tho thun v nhng ni dung sau
y:
1. i tng ca hp ng l ti sn phi giao, cng vic phi lm hoc khng
c lm;
2. S lng, cht lng;
3. Gi, phng thc thanh ton;
Article 388.- Definition of civil contracts
A civil contract is an agreement between the parties to establish, change or
terminate civil rights
and/or obligations.

Article 401.- Forms of civil contract
1. A civil contract can be made orally, in writing or by specific acts, unless a
specific form for such type of contract is provided for by law.
2. In cases where it is provided for by law that a contract must be expressed in
writing with notarization or authentication, must be registered or permitted,
such provisions shall be complied with.
Contracts shall not be invalidated in case of form-related breaches, unless
otherwise provided for by law.

Article 402.- Contents of civil contracts
Depending on each type of contract, the parties may agree on the following
contents:
1. Object of the contract, which is a property to be handed over, or a task to be
performed or not
to be performed;
2. Quantity and quality;
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4. Thi hn, a im, phng thc thc hin hp ng;
5. Quyn, ngha v ca cc bn;
6. Trch nhim do vi phm hp ng;
7. Pht vi phm hp ng;
8. Cc ni dung khc.


i u 403. a im giao kt hp ng dn s
a im giao kt hp ng dn s do cc bn tho thun; nu khng c tho
thun th a im giao kt hp ng dn s l ni c tr ca c nhn hoc tr
s ca php nhn a ra ngh giao kt hp ng.


i u 404. Thi im giao kt hp ng dn s
1. Hp ng dn s c giao kt vo thi im bn ngh nhn c tr li
chp nhn giao kt.
2. Hp ng dn s cng xem nh c giao kt khi ht thi hn tr li m bn
nhn c ngh vn im lng, nu c tho thun im lng l s tr li chp
nhn giao kt.
3. Thi im giao kt hp ng bng li ni l thi im cc bn tha thun
v ni dung ca hp ng.
4. Thi im giao kt hp ng bng vn bn l thi im bn sau cng k vo
vn bn.


i u 405. Hiu lc ca hp ng dn s
Hp ng c giao kt hp php c hiu lc t thi im giao kt, tr trng
3. Price and mode of payment;
4. Time limit, place and mode of performing the contract;
5. Rights and obligations of the parties;
6. Liability for breach of contract;
7. Sanction against breach of contract;
8. Other contents.

Article 403.- Places of entry into civil contracts
The place where a civil contract is entered into shall be agreed upon by the
parties; in the absence of such agreement, the place of entry into a civil
contract shall be the place of residence of the individual or the head-office of
the legal person that has made the offer to enter into the contract.

Article 404.- Time of entry into civil contracts
1. A civil contract shall be entered into at the time when the offeror receives
the reply of acceptance to enter into the contract.
2. A civil contract shall also be considered having been entered into when the
time limit for reply has expired and the offeree remains silent, if it is agreed
upon by the parties that silence means the reply of acceptance.
3. The time of entry into an oral contract shall be the time at which the parties
have agreed on the contents of the contract.
4. The time of entry into a written contract shall be the time at which the last
party signs the contract.


Article 405.- Effect of civil contracts
Contracts that are legally entered into shall take effect from the time they are
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hp c tha thun khc hoc php lut c quy nh khc.

i u 406. Cc loi hp ng dn s ch yu
Hp ng gm cc loi ch yu sau y:
1. Hp ng song v l hp ng m mi bn u c ngha v i vi nhau;
2. Hp ng n v l hp ng m ch mt bn c ngha v;
3. Hp ng chnh l hp ng m hiu lc khng ph thuc vo hp ng
ph;
4. Hp ng ph l hp ng m hiu lc ph thuc vo hp ng chnh;
5. Hp ng v li ch ca ngi th ba l hp ng m cc bn giao kt hp
ng u phi thc hin ngha v v ngi th ba c hng li ch t vic
thc hin ngha v ;
6. Hp ng c iu kin l hp ng m vic thc hin ph thuc vo vic
pht sinh, thay i hoc chm dt mt s kin nht nh.



i u 407. Hp ng dn s theo mu
1. Hp ng theo mu l hp ng gm nhng iu khon do mt bn a ra
theo mu bn kia tr li trong mt thi gian hp l; nu bn c ngh
tr li chp nhn th coi nh chp nhn ton b ni dung hp ng theo mu
m bn ngh a ra.
2. Trong trng hp hp ng theo mu c iu khon khng r rng th bn
a ra hp ng theo mu phi chu bt li khi gii thch iu khon .
3. Trong trng hp hp ng theo mu c iu khon min trch nhim ca
bn a ra hp ng theo mu, tng trch nhim hoc loi b quyn li chnh
ng ca bn kia th iu khon ny khng c hiu lc, tr trng hp c tho
thun khc.
entered into, unless otherwise agreed upon or provided for by law.

Article 406.- Main types of civil contract
Contracts shall have the following main types:
1. Bilateral contract, which is a contract under which a party has the obligation
to the other;
2. Unilateral contract, which is a contract under which only one party has the
obligation;
3. Principal contract, which is a contract the effect of which does not depend
on the auxiliary contract;
4. Auxiliary contract, which is a contract the effect of which depends on the
principal contract;
5. Contract for the benefit of a third party, which is a contract under which the
contracting parties must perform their obligations and the third party shall
enjoy benefits from the performance of such obligations;
6. Conditional contract, which is a contract the performance of which depends
on the occurrence, change or termination of a certain event.

Article 407.- Standardized contracts
1. A standardized contract is a contract which contains provisions prepared by
one party according to a standard contract and given to the other party for reply
within a reasonable period of time; if the offeree gives its reply of acceptance,
he/she/it shall be considered having
accepted the entire content of the standardized contract offered by the offeror.
2. In cases where a standardized contract contains ambiguous provisions, the
offeror of the standardized contract shall bear adverse consequences of the
interpretation of such provisions.
3. In cases where a standardized contract contains provisions exempting the
liability of the offeror of the standardized contract, while increasing the
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i u 408. Ph lc hp ng
1. Km theo hp ng c th c ph lc quy nh chi tit mt s iu khon
ca hp ng. Ph lc hp ng c hiu lc nh hp ng. Ni dung ca ph
lc hp ng khng c tri vi ni dung ca hp ng.
2. Trong trng hp ph lc hp ng c iu khon tri vi ni dung ca iu
khon trong hp ng th iu khon ny khng c hiu lc, tr trng hp c
tha thun khc. Trong trng hp cc bn chp nhn ph lc hp ng c
iu khon tri vi iu khon trong hp ng th coi nh iu khon trong
hp ng c sa i.

responsibility or abolishing legitimate interests of the other party, such
provisions shall not be valid, unless otherwise agreed upon.

Article 408.- Appendices to contracts
1. Appendices may be attached to a contract to detail some provisions of the
contract.
Appendices shall be as effective as the contract. The contents of appendices
shall not be contrary to the contents of the contract.
2. In cases where appendices contain provisions contrary to the contractual
provisions, such provisions shall not be valid, unless otherwise agreed upon. In
cases where the parties accept appendices with provisions contrary to
contractual provisions, such contractual provisions shall be considered having
been amended.



PRINCIPLES OF MAKING A CONTRACT
i u 389. Nguyn tc giao kt hp ng dn s
Vic giao kt hp ng dn s phi tun theo cc nguyn tc sau y:
1. T do giao kt hp ng nhng khng c tri php lut, o c x hi;
2. T nguyn, bnh ng, thin ch, hp tc, trung thc v ngay thng.


i u 128. Giao dch dn s v hiu do vi phm iu cm ca php lut, tri
o c x hi
Giao dch dn s c mc ch v ni dung vi phm iu cm ca php lut, tri
o c x hi th v hiu.
Article 389.- Principles for entering into civil contracts
The entry into a civil contract must adhere to the following principles:
1. Freedom to enter into the contract, provided that it is not contrary to law and
social ethics;
2. Voluntariness, equality, goodwill, cooperation, honesty and good faith.

Article 128.- Civil transactions which are invalid due to violation of
prohibitory provisions of law or contravention of social ethics
Civil transactions with purposes and contents violating prohibitory provisions
of law or contravening social ethics shall be invalid.
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iu cm ca php lut l nhng quy nh ca php lut khng cho php ch
th thc hin nhng hnh vi nht nh.
o c x hi l nhng chun mc ng x chung gia ngi vi ngi trong
i sng x hi, c cng ng tha nhn v tn trng.

i u 129. Giao dch dn s v hiu do gi to
Khi cc bn xc lp giao dch dn s mt cch gi to nhm che giu mt giao
dch khc th giao dch gi to v hiu, cn giao dch b che giu vn c hiu
lc, tr trng hp giao dch cng v hiu theo quy nh ca B lut ny.
Trong trng hp xc lp giao dch gi to nhm trn trnh ngha v vi ngi
th ba th giao dch v hiu.

i u 130. Giao dch dn s v hiu do ngi cha thnh nin, ngi mt
nng lc hnh vi dn s, ngi b hn ch nng lc hnh vi dn s xc lp,
thc hin
Khi giao dch dn s do ngi cha thnh nin, ngi mt nng lc hnh vi
dn s hoc ngi b hn ch nng lc hnh vi dn s xc lp, thc hin th
theo yu cu ca ngi i din ca ngi , To n tuyn b giao dch v
hiu nu theo quy nh ca php lut giao dch ny phi do ngi i din ca
h xc lp, thc hin.


i u 131. Giao dch dn s v hiu do b nhm ln
Khi mt bn c li v lm cho bn kia nhm ln v ni dung ca giao dch
dn s m xc lp giao dch th bn b nhm ln c quyn yu cu bn kia thay
i ni dung ca giao dch , nu bn kia khng chp nhn th bn b nhm
ln c quyn yu cu To n tuyn b giao dch v hiu.
Trong trng hp mt bn do li c lm cho bn kia nhm ln v ni dung
ca giao dch th c gii quyt theo quy nh ti iu 132 ca B lut ny.
Prohibitory provisions of law mean the provisions of law which do not permit
subjects to perform certain acts.
Social ethics are common standards of conduct among people in social life,
which are recognized and respected by the community.

Article 129.- Civil transactions invalid due to falsity
When the parties falsely establish a civil transaction in order to conceal another
transaction, the false transaction shall be invalid and the concealed transaction
remains valid, except in cases where it is also invalid under the provisions of
this Code; In cases where a false transaction is established with a view to
shirking the responsibility toward a third person, such transaction shall also be
invalid.

Article 130.- Civil transactions invalid due to establishment or
performance by minors or persons having lost their civil act capacity or
having had their civil act capacity restricted
When a civil transaction is estab-lished or performed by a minor or by a person
who has lost his/her civil act capacity or whose civil act capacity is restricted,
the Court shall, at the request of the representative of that person, declare such
transaction invalid, if it is provided for by law that such transaction must be
established and performed by the representative of that person.

Article 131.- Civil transactions invalid due to mistakes
When a party has established a transaction due to its misunderstanding of the
contents of the transaction due to unintentional mistakes made by the other
party, it shall have the right to request the other party to change the contents of
such transaction; if the other party does not accept such request, the mistaken
party shall have the right to request the Court to declare the transaction invalid.
The cases where a party has intentionally made mistakes, thus making the other
party misunderstand the contents of the transaction shall be settled in
accordance with the provisions of Article 132 of this Code.
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i u 132. Giao dch dn s v hiu do b la di, e da
Khi mt bn tham gia giao dch dn s do b la di hoc b e da th c
quyn yu cu To n tuyn b giao dch dn s l v hiu.
La di trong giao dch l hnh vi c ca mt bn hoc ca ngi th ba
nhm lm cho bn kia hiu sai lch v ch th, tnh cht ca i tng hoc ni
dung ca giao dch dn s nn xc lp giao dch .
e da trong giao dch l hnh vi c ca mt bn hoc ngi th ba lm cho
bn kia buc phi thc hin giao dch nhm trnh thit hi v tnh mng, sc
kho, danh d, uy tn, nhn phm, ti sn ca mnh hoc ca cha, m, v,
chng, con ca mnh.


i u 133. Giao dch dn s v hiu do ngi xc lp khng nhn thc v
lm ch c hnh vi ca mnh
Ngi c nng lc hnh vi dn s nhng xc lp giao dch vo ng thi
im khng nhn thc v lm ch c hnh vi ca mnh th c quyn yu cu
To n tuyn b giao dch dn s l v hiu.

i u 134. Giao dch dn s v hiu do khng tun th quy nh v hnh thc
Trong trng hp php lut quy nh hnh thc giao dch dn s l iu kin c
hiu lc ca giao dch m cc bn khng tun theo th theo yu cu ca mt
hoc cc bn, To n, c quan nh nc c thm quyn khc quyt nh buc
cc bn thc hin quy nh v hnh thc ca giao dch trong mt thi hn; qu
thi hn m khng thc hin th giao dch v hiu.


i u 135. Giao dch dn s v hiu tng phn
Giao dch dn s v hiu tng phn khi mt phn ca giao dch v hiu nhng

Article 132.- Civil transactions invalid due to deception or intimidation
When a party participates in a civil transaction due to being deceived or
intimidated, it shall have the right to request the Court to declare such civil
transaction invalid.
Deception in a civil transaction means an intentional act of a party or a third
person, aiming to induce the other party to misunderstand the subject, the
nature of the object or the content of the civil transaction and thus to agree to
enter into such transaction.
Intimidation in a civil transaction means an intentional act of a party or a third
person, thus compelling the other party to perform the civil transaction in order
to avoid damage to the life, health, honor, reputation, dignity and/or property
of his/her own or of his/her father, mother, wife, husband or children.

Article 133.- Civil transactions invalid due to establishment by persons
incapable of being aware of and controlling their acts
A person who has the civil act capacity but established a civil transaction at a
time he/she was incapable of being aware of and controlling his/her acts shall
have the right to request the Court to declare such civil transaction invalid.

Article 134.- Civil transactions invalid due to non-compliance with the
prescribed forms
In cases where it is provided for by law that the forms of civil transactions are
conditions for civil transactions to be valid but the parties fail to comply
therewith, the Court or another competent state agency shall, at the request of
one or all of the parties, compel the parties to comply with the provisions on
forms of transactions within a given period of time; past that time limit, if they
still fail to comply with such provisions, the transactions shall be invalid.

Article 135.- Partially invalid civil transactions
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khng nh hng n hiu lc ca phn cn li ca giao dch.

A civil transaction shall be partially invalid when one part of the transaction is
invalid, provided that such part does not affect the validity of the remaining
parts of the transaction.

CAPACITY TO CONTRACT
i u 18. Ngi thnh nin, ngi cha thnh nin
Ngi t mi tm tui tr ln l ngi thnh nin. Ngi cha mi
tm tui l ngi cha thnh nin.

i u 19. Nng lc hnh vi dn s ca ngi thnh nin
Ngi thnh nin c nng lc hnh vi dn s y , tr trng hp quy nh
ti iu 22 v iu 23 ca B lut ny.

i u 20. Nng lc hnh vi dn s ca ngi cha thnh nin t su tui
n cha mi tm tui
1. Ngi t su tui n cha mi tm tui khi xc lp, thc hin giao
dch dn s phi c ngi i din theo php lut ng , tr giao dch nhm
phc v nhu cu sinh hot hng ngy ph hp vi la tui hoc php lut c
quy nh khc.
2. Trong trng hp ngi t mi lm tui n cha mi tm tui c
ti sn ring bo m thc hin ngha v th c th t mnh xc lp, thc hin
giao dch dn s m khng cn phi c s ng ca ngi i din theo php
lut, tr trng hp php lut c quy nh khc.


i u 21. Ngi khng c nng lc hnh vi dn s
Ngi cha su tui khng c nng lc hnh vi dn s. Giao dch dn s
ca ngi cha su tui phi do ngi i din theo php lut xc lp, thc
Article 18.- Adults and minors
Persons who are full eighteen years old or older are adults. Persons who are not
yet full eighteen years old are minors.

Article 19.- The civil act capacity of an adult
An adult shall have full civil act capacity, except the cases specified in Article
22 and Article 23 of this Code.

Article 20.- The civil act capacity of minors who are between full six years
old and under full eighteen years old
1. Persons who are between full six years old and under full eighteen years old
must have the consents of their representatives at law when establishing and
performing civil transactions, except those transactions to meet their daily-life
needs suitable to their age group or otherwise provided for by law.
2. In cases where a person who is between full fifteen years old and under full
eighteen years old has his/her own property to ensure the performance of
obligations, such person may establish and perform civil transactions by
him/herself without the consent of his/her representative at law, unless
otherwise provided for by law.


Article 21.- Persons without civil act capacity
Persons who are under full six years old shall not have civil act capacity. All
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hin.


i u 22. Mt nng lc hnh vi dn s
1. Khi mt ngi do b bnh tm thn hoc mc bnh khc m khng th nhn
thc, lm ch c hnh vi ca mnh th theo yu cu ca ngi c quyn, li
ch lin quan, To n ra quyt nh tuyn b mt nng lc hnh vi dn s trn
c s kt lun ca t chc gim nh.
Khi khng cn cn c tuyn b mt ngi mt nng lc hnh vi dn s th theo
yu cu ca chnh ngi hoc ca ngi c quyn, li ch lin quan, To n
ra quyt nh hu b quyt nh tuyn b mt nng lc hnh vi dn s.
2. Giao dch dn s ca ngi mt nng lc hnh vi dn s phi do ngi i
din theo php lut xc lp, thc hin.


i u 23. Hn ch nng lc hnh vi dn s
1. Ngi nghin ma tu, nghin cc cht kch thch khc dn n ph tn ti
sn ca gia nh th theo yu cu ca ngi c quyn, li ch lin quan, c
quan, t chc hu quan, To n c th ra quyt nh tuyn b l ngi b hn
ch nng lc hnh vi dn s.
2. Ngi i din theo php lut ca ngi b hn ch nng lc hnh vi dn s
v phm vi i din do To n quyt nh. Giao dch dn s lin quan n ti
sn ca ngi b hn ch nng lc hnh vi dn s phi c s ng ca ngi
i din theo php lut, tr giao dch nhm phc v nhu cu sinh hot hng
ngy.
3. Khi khng cn cn c tuyn b mt ngi b hn ch nng lc hnh vi dn
s th theo yu cu ca chnh ngi hoc ca ngi c quyn, li ch lin
quan, c quan, t chc hu quan, To n ra quyt nh hu b quyt nh tuyn
b hn ch nng lc hnh vi dn s.
civil transactions of persons under full six years of age must be established and
performed by their representatives at law.

Article 22.- Loss of civil act capacity
1. When a person is incapable of cognizing or controlling his/her acts due to
mental disease or other ailments, the Court may, at the request of the person(s)
with related rights or interests, issue a decision to declare such a person as
having lost his/her civil act capacity, based on the conclusion of a competent
medical examination body.
When there is no longer a basis for declaring a person as having lost his/her
civil act capacity, the Court shall, at the request of such person him/herself or
of a person with related rights or interests, issue a decision to revoke the
decision declaring the loss of civil act capacity.
2. Civil transactions of persons who have lost their civil act capacity shall be
established and performed by their representatives at law.

Article 23.- Restrictions on civil act capacity
1. Persons whose addiction to narcotics/drugs or to other stimulants leads to the
squandering of their families property may be declared by decision of the
Court to be persons with a restricted civil act capacity, at the request of persons
with related rights or interests or of relevant agencies or organizations.
2. The at-law representatives of persons with a restricted civil act capacity and
the scope of such representation shall be decided by the Court. Civil
transactions related to the property of persons with a restricted civil act
capacity must have the consents of their representatives at law, except for
transactions to meet their daily-life needs.
3. When there is no longer a basis for declaring that a person has a restricted
civil act capacity, the Court shall, at the request of such person him/herself or
a person with related rights or interests, make a decision to revoke the decision
having declared the restriction on his/her civil act capacity.
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MAKING A CONTRACT OFFER AND ACCEPTANCE
i u 390. ngh giao kt hp ng
1. ngh giao kt hp ng l vic th hin r nh giao kt hp ng v
chu s rng buc v ngh ny ca bn ngh i vi bn c xc nh
c th.
2. Trong trng hp ngh giao kt hp ng c nu r thi hn tr li, nu
bn ngh li giao kt hp ng vi ngi th ba trong thi hn ch bn c
ngh tr li th phi bi thng thit hi cho bn c ngh m khng
c giao kt hp ng nu c thit hi pht sinh.


i u 391. Thi im ngh giao kt hp ng c hiu lc
1. Thi im ngh giao kt hp ng c hiu lc c xc nh nh sau:
a) Do bn ngh n nh;
b) Nu bn ngh khng n nh th ngh giao kt hp ng c hiu lc k
t khi bn c ngh nhn c ngh .
2. Cc trng hp sau y c coi l nhn c ngh giao kt hp ng:
a) ngh c chuyn n ni c tr, nu bn c ngh l c nhn; c
chuyn n tr s, nu bn c ngh l php nhn;
b) ngh c a vo h thng thng tin chnh thc ca bn c ngh;
c) Khi bn c ngh bit c ngh giao kt hp ng thng qua cc
phng thc khc.



i u 392. Thay i, rt li ngh giao kt hp ng
1. Bn ngh giao kt hp ng c th thay i, rt li ngh giao kt hp
Article 390.- Offering to enter into civil contracts
1. Offering to enter into a contract means the expression of the intention to
enter into the contract and to be bound on this offer of the offering party to the
other specified party.
2. In cases where the offer to enter into a contract clearly state the time limit
for reply and the offeror enters into the contract with a third party within such
time limit, he/she/it must pay compensation for damage to the offeree and must
not enter into the contract if damage is caused.


Article 391.- Time when an offer to enter into a civil contract takes effect
1. The time when an offer to enter into a civil contract takes effect shall be
determined as follows:
a/ It is fixed by the offeror;
b/ If the offeror does not fix such time, the offer to enter into a civil contract
shall take effect from the time the offeree receives such offer.
2. An offer to enter into a contract shall be considered having already been
received in the following cases:
a/ The offer is transferred to the place of residence, if the offeree is an
individual; to the headquarters, if the offeree is a legal person;
b/ The offer is introduced into the official information system of the offeree;
c/ When the offeree knew the offer to enter into the contract by another mode.


Article 392.- Modification, revocation of offers to enter into civil contracts
1.The offeror may modify or revoke his/her offer to enter into a contract in the
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ng trong cc trng hp sau y:
a) Nu bn c ngh nhn c thng bo v vic thay i hoc rt li
ngh trc hoc cng vi thi im nhn c ngh;
b) iu kin thay i hoc rt li ngh pht sinh trong trng hp bn
ngh c nu r v vic c thay i hoc rt li ngh khi iu kin pht
sinh.
2. Khi bn ngh thay i ni dung ca ngh th ngh c coi l
ngh mi.

i u 393. Hu b ngh giao kt hp ng
Trong trng hp bn ngh giao kt hp ng thc hin quyn hu b
ngh do nu r quyn ny trong ngh th phi thng bo cho bn c
ngh v thng bo ny ch c hiu lc khi bn c ngh nhn c thng
bo trc khi bn c ngh tr li chp nhn ngh giao kt hp ng.


i u 394. Chm dt ngh giao kt hp ng
ngh giao kt hp ng chm dt trong cc trng hp sau y:
1. Bn nhn c ngh tr li khng chp nhn;
2. Ht thi hn tr li chp nhn;
3. Khi thng bo v vic thay i hoc rt li ngh c hiu lc;
4. Khi thng bo v vic hu b ngh c hiu lc;
5. Theo tho thun ca bn ngh v bn nhn c ngh trong thi hn
ch bn c ngh tr li.

i u 395. Sa i ngh do bn c ngh xut
Khi bn c ngh chp nhn giao kt hp ng, nhng c nu iu kin
following cases:
a/ If the offeree receives the notice on modification or revocation of offer
before or simultaneously with the time of receiving the offer;
b/ The conditions for modification or revocation of the offer arise in cases
where the offeror has clearly stated the eligibility for modification or
revocation of the offer when such conditions arise.
2. When the offeror changes the contents of the offer, such offer shall be
considered a new offer.

Article 393.- Cancellation of offers to enter into contracts
Where the offeror exercises the right to cancel the offer as such right has been
clearly stated in the offer, he/she/it must notify the offeree thereof and such
notification shall take effect only when it is received by the offeree before the
offeree replies to accept the offer to enter into the contract.


Article 394.- Termination of offers to enter into contracts
An offer to enter into a contract shall terminate in the following cases:
1. The offeree replies not to accept the offer;
2. The time limit for reply of acceptance has expired.
3. When the notice on modication or revocation of the offer takes effect;
4. When the notice on cancellation of the offer takes effect;
5. It is so agreed upon by the offeror and the offeree within the time limit for
reply by the offeree

Article 395.- Offer modification proposed by the offeree
When the offeree accepts to enter into a contract but states the conditions
therefor or modifies the offer, he/she/it shall be considered having made a new
11

hoc sa i ngh th coi nh ngi ny a ra ngh mi.

i u 396. Chp nhn ngh giao kt hp ng
Chp nhn ngh giao kt hp ng l s tr li ca bn c ngh i vi
bn ngh v vic chp nhn ton b ni dung ca ngh.

i u 397. Thi hn tr li chp nhn giao kt hp ng
1. Khi bn ngh c n nh thi hn tr li th vic tr li chp nhn ch c
hiu lc khi c thc hin trong thi hn ; nu bn ngh giao kt hp
ng nhn c tr li khi ht thi hn tr li th chp nhn ny c coi l
ngh mi ca bn chm tr li.
Trong trng hp thng bo chp nhn giao kt hp ng n chm v l do
khch quan m bn ngh bit hoc phi bit v l do khch quan ny th
thng bo chp nhn giao kt hp ng vn c hiu lc, tr trng hp bn
ngh tr li ngay khng ng vi chp nhn ca bn c ngh.
2. Khi cc bn trc tip giao tip vi nhau, k c trong trng hp qua in
thoi hoc qua cc phng tin khc th bn c ngh phi tr li ngay c
chp nhn hoc khng chp nhn, tr trng hp c tho thun v thi hn tr
li.


i u 398. Trng hp bn ngh giao kt hp ng cht hoc mt nng
lc hnh vi dn s
Trong trng hp bn ngh giao kt hp ng cht hoc mt nng lc hnh
vi dn s sau khi bn c ngh giao kt hp ng tr li chp nhn giao kt
hp ng th ngh giao kt hp ng vn c gi tr.

i u 399. Trng hp bn c ngh giao kt hp ng cht hoc mt
nng lc hnh vi dn s
offer.

Article 396.- Acceptance of offers to enter into contracts
The acceptance of an offer to enter into a contract is the offerees reply to the
offeror on the acceptance of the whole contents of the offer.

Article 397.- Time limit for reply of acceptance of an offer to enter into a
contract
1. When the offeror fixes a time limit for reply, the reply of acceptance shall be
effective only when it is made within that time limit; if the offeror receives the
reply when the time limit for reply has expired, the acceptance shall be
considered a new offer of the party late in replying.
In cases where the notice on acceptance of an offer to enter into a contract
arrives late for objective reasons which the offeror knew or would have known,
such notice on acceptance of the offer to enter into the contract remains
effective, except for cases where the offeror immediately replies not to agree
with such acceptance of the offeree.
2. When the parties are in direct contact, including contacts via telephone or
other means, the offeree must immediately reply whether to accept the offer or
not, except for cases where there in an agreement on the time limit for reply.

Article 398.- Cases where offerors die or lose their civil act capacity
In cases where the offeror dies or loses his/her civil act capacity after the
offeree accepts to enter into the contract, the offer to enter into the contract
remains valid.



Article 399.- Cases where offerees die or lose their civil act capacity
12

Trong trng hp bn c ngh giao kt hp ng cht hoc mt nng lc
hnh vi dn s sau khi tr li chp nhn giao kt hp ng th vic tr li chp
nhn giao kt hp ng vn c gi tr.

i u 400. Rt li thng bo chp nhn giao kt hp ng
Bn c ngh giao kt hp ng c th rt li thng bo chp nhn giao kt
hp ng, nu thng bo ny n trc hoc cng vi thi im bn ngh
nhn c tr li chp nhn giao kt hp ng.

In cases where the offeree dies or loses his/her civil act capacity after making
his/her reply to accept the offer to enter into the contract, the reply of
acceptance to enter into the contract remains valid.

Article 400.- Revocation of notice on acceptance to enter into contracts
The offeree may revoke his/her notice on acceptance to enter into a contract if
such notice arrives before or simultaneously with the time the offeror receives
the reply of acceptance.

CLASSIFICATIONS OF CONTRACTS
i u 428. Hp ng mua bn ti sn
Hp ng mua bn ti sn l s tho thun gia cc bn, theo bn bn c
ngha v giao ti sn cho bn mua v nhn tin, cn bn mua c ngha v nhn
ti sn v tr tin cho bn bn.


i u 463. Hp ng trao i ti sn
1. Hp ng trao i ti sn l s tho thun gia cc bn, theo cc bn giao
ti sn v chuyn quyn s hu i vi ti sn cho nhau.
2. Hp ng trao i ti sn phi c lp thnh vn bn, c cng chng,
chng thc hoc ng k, nu php lut c quy nh.
3. Trong trng hp mt bn trao i cho bn kia ti sn khng thuc quyn s
hu ca mnh hoc khng c ch s hu u quyn th bn kia c quyn hu
b hp ng v yu cu bi thng thit hi.
4. Mi bn u c coi l ngi bn i vi ti sn giao cho bn kia v l
ngi mua i vi ti sn nhn v. Cc quy nh v hp ng mua bn t iu
428 n iu 437 v t iu 439 n iu 448 ca B lut ny cng c p
dng i vi hp ng trao i ti sn.
Article 428.- Contracts for property sale and purchase
A contract for property sale and purchase is an agreement between the parties
whereby the seller has the obligation to hand over the property to the purchaser
and receive payment, while the purchaser has the obligation to accept the
property and make payment to the seller.

Article 463.- Contracts for property exchange
1. A contract for property exchange is an agreement between the parties
whereby the parties shall transfer their property and ownership rights to such
property to each other.
2. A contract for property exchange must be made in writing, notarized or
authenticated or registered, if so provided for by law.
3. In cases where one party exchanges with the other party a property not under
its ownership rights or without authorization of the owner, the other party shall
be entitled to cancel the contract and demand compensation for damage.
4. Each party shall be considered the seller of the property transferred to the
other party and the buyer of the property received. The provisions on purchase
and sale contracts in Articles 428 thru 437 and Articles 439 thru 448 of this
Code shall also apply to contracts for property exchange
13

i u 465. Hp ng tng cho ti sn
Hp ng tng cho ti sn l s tho thun gia cc bn, theo bn tng cho
giao ti sn ca mnh v chuyn quyn s hu cho bn c tng cho m
khng yu cu n b, cn bn c tng cho ng nhn.


i u 471. Hp ng vay ti sn
Hp ng vay ti sn l s tho thun gia cc bn, theo bn cho vay giao
ti sn cho bn vay; khi n hn tr, bn vay phi hon tr cho bn cho vay ti
sn cng loi theo ng s lng, cht lng v ch phi tr li nu c tho
thun hoc php lut c quy nh.

i u 480. Hp ng thu ti sn
Hp ng thu ti sn l s tho thun gia cc bn, theo bn cho thu giao
ti sn cho bn thu s dng trong mt thi hn, cn bn thu phi tr tin
thu.

i u 512. Hp ng mn ti sn
Hp ng mn ti sn l s tho thun gia cc bn, theo bn cho mn
giao ti sn cho bn mn s dng trong mt thi hn m khng phi tr
tin, cn bn mn phi tr li ti sn khi ht thi hn mn hoc mc ch
mn t c.

i u 518. Hp ng dch v
Hp ng dch v l s tho thun gia cc bn, theo bn cung ng dch v
thc hin cng vic cho bn thu dch v, cn bn thu dch v phi tr tin
dch v cho bn cung ng dch v.

Article 465.- Contracts for donation of property
A contract for donation of property is an agreement between the parties
whereby the donor shall transfer his/her property and ownership rights to the
donee without demanding any compensation while the donee agrees to receive
it.

Article 471.- Contracts for property loan
A contract for property loan is an agreement between the parties whereby the
lender transfers the property to the borrower; when the loan is due, the
borrower must return to the lender the property of the same type in the same
quantity and of the same quality, and shall have to pay the interest only if so
agreed upon or provided for by law.

Article 480.- Contracts for property lease
A contract for property lease is an agreement between the parties whereby the
lessor shall hand over the property to the lessee for use for a specified period of
time, and the lessee must pay a rent.

Article 512.- Contracts for property borrowing
A contract for property borrowing is an agreement between the parties whereby
the lender hands over the property to the borrower for use in a specified time
limit free of charge, and the borrower must return such property when the
borrowing term ends or the borrowing purpose has been achieved.

Article 518.- Service contracts
A service contract is an agreement between the parties whereby the service
provider shall perform a task for the service hirer, and the service hirer must
pay service charges to the service provider.

14

i u 527. Hp ng vn chuyn hnh khch
Hp ng vn chuyn hnh khch l s tho thun gia cc bn, theo bn
vn chuyn chuyn ch hnh khch, hnh l n a im nh theo tho
thun, cn hnh khch phi thanh ton cc ph vn chuyn.


i u 535. Hp ng vn chuyn ti sn
Hp ng vn chuyn ti sn l s tho thun gia cc bn, theo bn vn
chuyn c ngha v chuyn ti sn n a im nh theo tho thun v
giao ti sn cho ngi c quyn nhn, cn bn thu vn chuyn c ngha v
tr cc ph vn chuyn.

i u 547. Hp ng gia cng
Hp ng gia cng l s tho thun gia cc bn, theo bn nhn gia cng
thc hin cng vic to ra sn phm theo yu cu ca bn t gia cng, cn
bn t gia cng nhn sn phm v tr tin cng.

i u 559. Hp ng gi gi ti sn
Hp ng gi gi ti sn l s tho thun gia cc bn, theo bn gi nhn
ti sn ca bn gi bo qun v tr li chnh ti sn cho bn gi khi ht
thi hn hp ng, cn bn gi phi tr tin cng cho bn gi, tr trng hp
gi gi khng phi tr tin cng.


i u 567. Hp ng bo him
Hp ng bo him l s tho thun gia cc bn, theo bn mua bo him
phi ng ph bo him, cn bn bo him phi tr mt khon tin bo him
cho bn c bo him khi xy ra s kin bo him.
Article 527.- Contracts for transportation of passengers
A contract for transportation of passengers is an agreement between the parties
whereby the carrier shall transport the passenger and his/her luggage to the
specified destination as agreed upon, and the passenger shall have to pay the
transportation fare.

Article 535.- Contracts for transportation of property
A contract for transportation of property is an agreement between the parties
whereby the carrier shall have the obligation to carry the property to the
specified place as agreed upon and hand over such property to the person
entitled to receive it and the transport hirer shall have the obligation to pay the
freight.

Article 547.- Processing contracts
A processing contract is an agreement between the parties whereby the
processor performs a task to make a product at the processees request and the
latter shall receive the product and pay remuneration therefor.

Article 559.- Contracts for bailment of property
A contract for bailment of property is an agreement between the parties
whereby the bailee agrees to keep in custody the property entrusted to
him/her/it by the bailor and shall return it to the bailor upon the expiration of
the contractual term, while the bailor shall have to pay remuneration to the
bailee, except for cases of free-of-charge bailment.

Article 567.- Insurance contracts
An insurance contract is an agreement between parties, whereby the insurance
buyer must pay the insurance premium and the insurer must pay a sum of
insurance indemnity to the insured upon the occurence of an insured event.
15


i u 581. Hp ng u quyn
Hp ng u quyn l s tho thun gia cc bn, theo bn c u quyn
c ngha v thc hin cng vic nhn danh bn u quyn, cn bn u quyn ch
phi tr th lao, nu c tho thun hoc php lut c quy nh.

i u 590. Ha thng
1. Ngi cng khai ha thng phi tr thng cho ngi thc hin cng
vic theo yu cu ca ngi ha thng.
2. Cng vic c ha thng phi c th, c th thc hin c, khng b
php lut cm, khng tri o c x hi.


i u 593. Thi c gii
1. Ngi t chc cc cuc thi vn ho, ngh thut, th thao, khoa hc, k thut
v cc cuc thi khc khng tri php lut, o c x hi phi cng b iu
kin d thi, thang im, cc gii thng v mc thng ca mi gii.
2. Vic thay i iu kin d thi phi c thc hin theo cch thc cng b
trong mt thi gian hp l trc khi din ra cuc thi.
3. Ngi ot gii c quyn yu cu ngi t chc thi trao gii thng ng
mc cng b.


Article 581.- Mandate contracts
A mandate contract is an agreement between the parties whereby the
mandatary shall have the obligation to perform a task on behalf of the
mandator, and the mandator shall only have to pay remuneration, if so agreed
upon or provided for by law.

Article 590.- Promise of reward
1. A person who has publicly made a promise for a reward shall have to give
the promised reward to the person who has performed the task at the request of
the reward promisor.
2. The task for which the reward is promised must be specific and feasible, and
is neither prohibited by law nor contrary to social ethics.

Article 593.- Competition for prizes
1. Organizers of cultural, artistic, sport, scientific, technical competitions and
other competitions which are not contrary to law and/or social ethics shall have
to announce the conditions for participation, the scale of evaluation points, the
prizes and the value of each prize.
2. Any change to the conditions for participation in a competition must be
made in accordance with the announced manner within a reasonable period of
time before the competition begins.
3. A prize winner shall be entitled to demand the organizer of the competition
to grant the prize exactly of the announced value.


TERMINATION OF CONTRACT
i u 424. Chm dt hp ng dn s Article 424.- Termination of civil contracts
16

Hp ng chm dt trong cc trng hp sau y:
1. Hp ng c hon thnh;
2. Theo tho thun ca cc bn;
3. C nhn giao kt hp ng cht, php nhn hoc ch th khc chm dt m
hp ng phi do chnh c nhn, php nhn hoc ch th thc hin;
4. Hp ng b hu b, b n phng chm dt thc hin;
5. Hp ng khng th thc hin c do i tng ca hp ng khng cn
v cc bn c th tho thun thay th i tng khc hoc bi thng thit hi;
6. Cc trng hp khc do php lut quy nh.




i u 425. Hu b hp ng dn s
1. Mt bn c quyn hu b hp ng v khng phi bi thng thit hi khi
bn kia vi phm hp ng l iu kin hu b m cc bn tho thun hoc
php lut c quy nh.
2. Bn hu b hp ng phi thng bo ngay cho bn kia bit v vic hu b,
nu khng thng bo m gy thit hi th phi bi thng.
3. Khi hp ng b hu b th hp ng khng c hiu lc t thi im giao
kt v cc bn phi hon tr cho nhau ti sn nhn; nu khng hon tr c
bng hin vt th phi tr bng tin.
4. Bn c li trong vic hp ng b hu b phi bi thng thit hi.



i u 426. n phng chm dt thc hin hp ng dn s
A contract shall terminate in the following cases:
1. The contract has been fulfilled;
2. It is so agreed upon by the parties;
3. The individual entering into the contract dies, or the legal person or other
subjects entering into the contract cease to exist while the contract must be
performed by that very individual, legal person or subjects;
4. The contract is rescinded or unilaterally suspended from performance;
5. The contract cannot be performed because its object no longer exists, and the
parties may agree to substitute such object with another object or compensate
for damage;
6. Other cases provided for by law.


Article 425.- Rescission of civil contracts
1. A party shall have the right to rescind a contract without having to
compensate for damage if the breach of the contract by the other party is a
condition for rescission, as agreed by the parties or provided for by law.
2. The party rescinding the contract must immediately notify the other party of
the rescission; if failing to give notification, thereby causing damage, it shall
have to pay compensation therefor; 3. When a contract is rescinded, it shall
cease to be valid ad initio and the parties must return to each other the property
they have received; if the property cannot be returned in kind, then it shall be
paid for in money.
4. The party at fault in the rescission of the contract shall have to compensate
for damage.

Article 426.- Unilateral termination of performance of civil contracts
1. A party shall have the right to unilaterally terminate the performance of a
contract if so agreed upon by the parties or provided for by law.
17

1. Mt bn c quyn n phng chm dt thc hin hp ng nu cc bn c
tho thun hoc php lut c quy nh.
2. Bn n phng chm dt thc hin hp ng phi thng bo ngay cho bn
kia bit v vic chm dt hp ng, nu khng thng bo m gy thit hi th
phi bi thng.
3. Khi hp ng b n phng chm dt thc hin th hp ng chm dt t
thi im bn kia nhn c thng bo chm dt. Cc bn khng phi tip tc
thc hin ngha v. Bn thc hin ngha v c quyn yu cu bn kia thanh
ton.
4. Bn c li trong vic hp ng b n phng chm dt phi bi thng
thit hi.


i u 427. Thi hiu khi kin v hp ng dn s
Thi hiu khi kin yu cu To n gii quyt tranh chp hp ng dn s
l hai nm, k t ngy quyn v li ch hp php ca c nhn, php nhn, cc
ch th khc b xm phm.

2. The party that unilaterally terminates the performance of the contract must
immediately notify the other party of the termination; if failing to give
notification, thereby causing damage, it shall have to pay compen-sation
therefor.
3. When the performance of a contract is unilaterally terminated, the contract
shall terminate as from the time the other party receives the termination notice.
The parties shall not have to continue to perform their obligations. The party
that has already performed its obligations shall have the right to demand
payment from the other party.
4. The party at fault in the unilateral termination of a contract must compensate
for damage.


Article 427.- Statute of limitations for initiating lawsuits related to civil
contracts
The statute of limitations for initiating lawsuits to request the courts to settle
disputes over civil contracts shall be two years counting from the date
legitimate rights and interests of individuals, legal persons or other subjects are
infringed upon.
CIVIL LIABILITY FOR BREACH OF CONTRACTS
i u 303. Trch nhim dn s do khng thc hin ngha v giao vt
1. Khi bn c ngha v khng thc hin ngha v giao vt c nh th ngi c
quyn c quyn yu cu bn c ngha v phi giao ng vt ; nu vt
khng cn hoc b h hng th phi thanh ton gi tr ca vt.
2. Khi bn c ngha v khng thc hin c ngha v giao vt cng loi th
phi thanh ton gi tr ca vt.
3. Trong trng hp bn c ngha v khng thc hin c ngha v theo quy
nh ti khon 1 v khon 2 iu ny m gy thit hi cho bn c quyn th
ngoi vic thanh ton gi tr ca vt cn phi bi thng thit hi cho bn c
quyn.
Article 303.- Civil liability for failure to perform the obligation to hand
over objects
1. When the obligor fails to perform the obligation to hand over a distinctive
object, the oblige is entitled to demand the obligor to hand over that exact
object; if the object no longer exists or is damaged, the obligor must pay for the
value of the object.
2. When the obligor fails to perform the obligation to deliver a fungible object,
he/she/it must pay for the value of the object.
3. Where the obligor cannot perform the obligation as provided for in Clauses
1 and 2 of this Article and cause damage to the obligee, apart from paying for
18




i u 304. Trch nhim dn s do khng thc hin ngha v phi thc hin
hoc khng c thc hin mt cng vic
1. Trong trng hp bn c ngha v khng thc hin mt cng vic m mnh
phi thc hin th bn c quyn c th yu cu bn c ngha v tip tc thc
hin hoc t mnh thc hin hoc giao cho ngi khc thc hin cng vic
v yu cu bn c ngha v thanh ton chi ph hp l v bi thng thit hi.
2. Khi bn c ngha v khng c thc hin mt cng vic m li thc hin
cng vic th bn c quyn c quyn yu cu bn c ngha v phi chm
dt vic thc hin, khi phc tnh trng ban u v bi thng thit hi.



i u 305. Trch nhim dn s do chm thc hin ngha v dn s
1. Khi ngha v dn s chm c thc hin th bn c quyn c th gia hn
bn c ngha v hon thnh ngha v; nu qu thi hn ny m ngha v vn
cha c hon thnh th theo yu cu ca bn c quyn, bn c ngha v vn
phi thc hin ngha v v bi thng thit hi; nu vic thc hin ngha v
khng cn cn thit i vi bn c quyn th bn ny c quyn t chi tip
nhn vic thc hin ngha v v yu cu bi thng thit hi.
2. Trong trng hp bn c ngha v chm tr tin th bn phi tr li i
vi s tin chm tr theo li sut c bn do Ngn hng Nh nc cng b
tng ng vi thi gian chm tr ti thi im thanh ton, tr trng hp c
tho thun khc hoc php lut c quy nh khc.

i u 306. Trch nhim dn s do chm tip nhn vic thc hin ngha v
dn s
Bn c quyn chm tip nhn vic thc hin ngha v dn s lm pht sinh
the value of the object, he/she/it must also pay compensation for damage to the
obligee.

Article 304.- Civil liability for failure to perform an obligation to perform
or not to perform a task
1. In cases where the obligor fails to perform a task he/she/it must perform, the
obligee may request the obligor to keep performing it or perform the task
him/her/itself or assign another person to perform such task and demand the
obligor to pay for the reasonable expenses incurred and to pay compensation
for damage.
2. When the obligor is not allowed to perform a task but still performs such
task, the obligee is entitled to demand the obligor to terminate such
performance, restore the initial condition and pay compensation for damage.


Article 305.- Civil liability for delayed performance of civil obligations
1. When the performance of a civil obligation is delayed, the obligee may
extend the time limit so that the obligor can fulfill the obligation; if this time
limit has expired and the obligation remains unfulfilled, the obligor must, at the
request of the obligee, still perform the obligation and pay compensation for
damage; if the performance of the obligation is no longer necessary to the
obligee, the obligee shall have the right to refuse to accept the performance of
the obligation and demand compen-sation for damage.
2. In cases where the obligor delays making payments, such obligor must pay
the interests on the unpaid amount at the basic interest rate announced by the
State Bank at the time of payment corresponding to the period of delayed
payment, unless otherwise agreed upon or provided for by law.

Article 306.- Civil liability for delayed acceptance of the performance of
civil obligations
The obligee that delays accepting the performance of a civil obligation, thus
19

thit hi cho bn c ngha v th phi bi thng thit hi cho ngi v phi
chu mi ri ro xy ra k t thi im chm tip nhn, tr trng hp c tho
thun khc hoc php lut c quy nh khc.

i u 307. Trch nhim bi thng thit hi
1. Trch nhim bi thng thit hi bao gm trch nhim bi thng thit hi
v vt cht, trch nhim bi thng b p tn tht v tinh thn.
2. Trch nhim bi thng thit hi v vt cht l trch nhim b p tn tht
vt cht thc t, tnh c thnh tin do bn vi phm gy ra, bao gm tn tht
v ti sn, chi ph hp l ngn chn, hn ch, khc phc thit hi, thu nhp
thc t b mt hoc b gim st.
3. Ngi gy thit hi v tinh thn cho ngi khc do xm phm n tnh
mng, sc kho, danh d, nhn phm, uy tn ca ngi th ngoi vic chm
dt hnh vi vi phm, xin li, ci chnh cng khai cn phi bi thng mt
khon tin b p tn tht v tinh thn cho ngi b thit hi.


i u 308. Li trong trch nhim dn s
1. Ngi khng thc hin hoc thc hin khng ng ngha v dn s th phi
chu trch nhim dn s khi c li c hoc li v , tr trng hp c tho
thun khc hoc php lut c quy nh khc.
2. C gy thit hi l trng hp mt ngi nhn thc r hnh vi ca mnh s
gy thit hi cho ngi khc m vn thc hin v mong mun hoc tuy khng
mong mun nhng mc cho thit hi xy ra.
V gy thit hi l trng hp mt ngi khng thy trc hnh vi ca mnh
c kh nng gy thit hi, mc d phi bit hoc c th bit trc thit hi s
xy ra hoc thy trc hnh vi ca mnh c kh nng gy thit hi, nhng cho
rng thit hi s khng xy ra hoc c th ngn chn c.

causing damage to the obligor, must compensate the obligor for the damage
and bear all the risks arising as from the time of delaying the acceptance,
unless otherwise agreed upon or provided for by law.

Article 307.- Liability to compen-sate for damage
1. The liability to compensate for damage includes the liability to compen-sate
for material damage and the liability to compensate for mental damage.
2. The liability to compensate for material damage is the liability to make up
for the actual material losses caused by the breaching party, which can be
calculated in money and include the loss of property, reasonable expenses
incurred in preventing, mitigating and/or redressing the damage and the actual
loss or reduction of income.
3. A person causing mental damage to another person by infringing upon the
life, health, honor, dignity or prestige of such person shall have to pay
pecuniary compensation to the victim in addition to stopping the infringement,
offering an apology and making public rectification.

Article 308.- Fault in civil liability
1. A person who does not perform or performs improperly a civil obligation
must bear civil liability if he/she is at fault either intentionally or
unintentionally, unless otherwise agreed upon or provided for by law.
2. Intentionally causing damage means a situation in which a person is fully
aware that his/her act will cause damage to another person and still performs
the act, thereby allowing the damage to occur whether intentionally or
unintentionally.
Unintentionally causing damage means a situation in which a person does not
foresee that his/her act may cause damage, though he/she must have known or
can know in advance that such damage will occur, or foresees that his/her act
may act cause damage but believes that the damage would not occur or can be
prevented.

20


LUT THNG MI 2005 (VIETNAMESE)


COMMERCIAL LAW 2005 (ENGLISH)
i u 3. Gii thch t ng
Trong Lut ny, cc t ng di y c hiu nh sau:
12. Vi phm hp ng l vic mt bn khng thc hin, thc hin khng y
hoc thc hin khng ng ngha v theo tho thun gia cc bn hoc theo
quy nh ca Lut ny.
13. Vi phm c bn l s vi phm hp ng ca mt bn gy thit hi cho bn
kia n mc lm cho bn kia khng t c mc ch ca vic giao kt hp
ng.
15. Cc hnh thc c gi tr tng ng vn bn bao gm in bo, telex, fax,
thng ip d liu v cc hnh thc khc theo quy nh ca php lut.

i u 24. Hnh thc hp ng mua bn hng ho
1. Hp ng mua bn hng ho c th hin bng li ni, bng vn bn hoc
c xc lp bng hnh vi c th.
2. i vi cc loi hp ng mua bn hng ho m php lut quy nh phi
c lp thnh vn bn th phi tun theo cc quy nh .

i u 34. Giao hng v chng t lin quan n hng ha
1. Bn bn phi giao hng, chng t theo tha thun trong hp ng v s
lng, cht lng, cch thc ng gi, bo qun v cc quy nh khc trong
hp ng.
2. Trng hp khng c tha thun c th, bn bn c ngha v giao hng v
chng t lin quan theo quy nh ca Lut ny.

Article 3.- Interpretation of terms
In this Law, the following terms shall be construed as follows:
12. Contractual breach means the failure of a party to perform, to fully or
properly perform its obligations according to the agreement between the
involved parties or the provisions of this Law
13. Substantial breach means a contractual breach by a party, which causes
damage to the other party to an extent that the other party cannot achieve the
purpose of the entry into the contract.
15. Forms of validity equivalent to documents include telegraph, telex,
facsimile, data message and other forms provided for by law.

Article 24.- Form of contracts for purchase and sale of goods
1. Contracts for sale and purchase of goods may be expressed in verbal or
written form or established by specific acts.
2. For types of contracts for purchase and sale of goods, which, as provided for
by law, must be made in writing, such provisions must be complied with.

Article 34.- Delivery of goods and goods-related documents
1. The seller must deliver goods and relevant documents, as agreed in
contracts on quantity, quality, packing and preservation modes and other
contractual terms.
2. In cases where there is no specific agreement, the seller is obliged to deliver
goods and relevant documents according to the provisions of this Law.

21

i u 35. a im giao hng
1. Bn bn c ngha v giao hng ng a im tho thun.
2. Trng hp khng c tho thun v a im giao hng th a im giao
hng c xc nh nh sau:
a) Trng hp hng ho l vt gn lin vi t ai th bn bn phi giao hng
ti ni c hng ho ;
b) Trng hp trong hp ng c quy nh v vn chuyn hng ho th bn bn
c ngha v giao hng cho ngi vn chuyn u tin;
c) Trng hp trong hp ng khng c quy nh v vn chuyn hng ho, nu
vo thi im giao kt hp ng, cc bn bit c a im kho cha hng,
a im xp hng hoc ni sn xut, ch to hng ho th bn bn phi giao
hng ti a im ;
d) Trong cc trng hp khc, bn bn phi giao hng ti a im kinh doanh
ca bn bn, nu khng c a im kinh doanh th phi giao hng ti ni c
tr ca bn bn c xc nh ti thi im giao kt hp ng mua bn.

i u 36. Trch nhim khi giao hng c lin quan n ngi vn chuyn
1. Trng hp hng ha c giao cho ngi vn chuyn nhng khng c
xc nh r bng k m hiu trn hng ha, chng t vn chuyn hoc cch
thc khc th bn bn phi thng bo cho bn mua v vic giao hng cho
ngi vn chuyn v phi xc nh r tn v cch thc nhn bit hng ho
c vn chuyn.
2. Trng hp bn bn c ngha v thu xp vic chuyn ch hng ho th bn
bn phi k kt cc hp ng cn thit vic chuyn ch c thc hin ti
ch bng cc phng tin chuyn ch thch hp vi hon cnh c th v theo
cc iu kin thng thng i vi phng thc chuyn ch .
3. Trng hp bn bn khng c ngha v mua bo him cho hng ho trong
qu trnh vn chuyn, nu bn mua c yu cu th bn bn phi cung cp cho
bn mua nhng thng tin cn thit lin quan n hng ho v vic vn chuyn
hng ho to iu kin cho bn mua mua bo him cho hng ho .
Article 35.- Place of delivery of goods
1. The seller is obliged to deliver goods at the agreed place.
2. In cases where there is no agreement on place of goods delivery, such a
place shall be specified as follows:
a/ In cases where goods are things attached to land, the seller must deliver
goods at the place where such goods exist;
b/ In cases where the contract contains a provision on goods transportation, the
seller is obliged to deliver goods to the first carrier;
c/ In cases where the contract contains no provision on goods transportation,
and at the time the contract is entered into, the parties know the location of the
goods storage, the place of goods loading or the place of goods manufacture,
the seller shall have to deliver the goods at such place;
d/ In other cases, the seller shall have to deliver goods at his/her place of
business, or his/her place of residence identified at the time the purchase and
sale contract is entered into in cases he/she has no place of business.

Article 36.- Responsibilities upon delivery of goods where carriers are
involved
1. Where goods are handed over to the carrier without being identified with
specific signs or marks on them, accompanied with transportation documents
or otherwise, the seller must notify the purchaser of the handover of goods to
the carrier and clearly identify names and method of recognizing transported
goods.
2. Where the seller is obliged to arrange the goods transportation, the seller
shall have to enter into necessary contracts for the transportation of goods to
the destination by means of transportation suitable to specific circumstances
and under normal conditions for such modes of transportation.
3. Where the seller is not obliged to purchase insurance for the goods in the
course of transportation and if requested by the purchaser, the seller must
supply to the purchaser all necessary information on the goods and the
transportation thereof to enable the purchaser to purchase insurance for the
22



i u 37. Thi hn giao hng
1. Bn bn phi giao hng vo ng thi im giao hng tho thun trong
hp ng.
2. Trng hp ch c tha thun v thi hn giao hng m khng xc nh thi
im giao hng c th th bn bn c quyn giao hng vo bt k thi im no
trong thi hn v phi thng bo trc cho bn mua.
3. Trng hp khng c tha thun v thi hn giao hng th bn bn phi giao
hng trong mt thi hn hp l sau khi giao kt hp ng.


i u 38. Giao hng trc thi hn tha thun
Trng hp bn bn giao hng trc thi hn tha thun th bn mua c
quyn nhn hoc khng nhn hng nu cc bn khng c tho thun khc.

i u 39. Hng ho khng ph hp vi hp ng
1. Trng hp hp ng khng c quy nh c th th hng ho c coi l
khng ph hp vi hp ng khi hng ho thuc mt trong cc trng hp
sau y:
a) Khng ph hp vi mc ch s dng thng thng ca cc hng ho cng
chng loi;
b) Khng ph hp vi bt k mc ch c th no m bn mua cho bn bn
bit hoc bn bn phi bit vo thi im giao kt hp ng;
c) Khng bo m cht lng nh cht lng ca mu hng ho m bn bn
giao cho bn mua;
d) Khng c bo qun, ng gi theo cch thc thng thng i vi loi
hng ho hoc khng theo cch thc thch hp bo qun hng ho trong
goods.

Article 37.- Time limit for delivery of goods
1. The seller must deliver goods at the time already agreed upon in the
contract;
2. Where only the time limit for delivery of goods is agreed upon without a
specific time for delivery of goods, the seller may deliver goods at any time
within such time limit and must notify the purchaser of the delivery in advance;
3. Where there is no agreement on the time limit for delivery of goods, the
seller must deliver goods within a reasonable time limit after the contract is
entered into.

Article 38.- Delivery of goods before the agreed time
Where the seller delivers goods earlier than the agreed time, the purchaser may
receive or reject the goods, unless otherwise agreed upon by the parties.

Article 39.- Goods which are not appropriate to contracts
1. Where it is not specified in the contract, goods shall be considered not
appropriate to the contract when they fall into one of the following cases:
a/ They are not suitable to common use purposes of goods of the same type;
b/ They are not suitable to any specific purpose that has been notified by the
purchaser to the seller or the seller should have known at the time the contract
is entered into;
c/ Their quality is not the same as the quality of the samples previously handed
over by the seller to the purchaser;
d/ They are not preserved or packaged by a method common to such goods, or
not preserved by proper preserving methods in cases where no common
preserving method is available.
2. The purchaser may reject the goods if such goods are not appropriate to the
23

trng hp khng c cch thc bo qun thng thng.
2. Bn mua c quyn t chi nhn hng nu hng ho khng ph hp vi hp
ng theo quy nh ti khon 1 iu ny.

i u 40. Trch nhim i vi hng ho khng ph hp vi hp ng
Tr trng hp cc bn c tho thun khc, trch nhim i vi hng ha
khng ph hp vi hp ng c quy nh nh sau:
1. Bn bn khng chu trch nhim v bt k khim khuyt no ca hng ho
nu vo thi im giao kt hp ng bn mua bit hoc phi bit v nhng
khim khuyt ;
2. Tr trng hp quy nh ti khon 1 iu ny, trong thi hn khiu ni theo
quy nh ca Lut ny, bn bn phi chu trch nhim v bt k khim khuyt
no ca hng ho c trc thi im chuyn ri ro cho bn mua, k c
trng hp khim khuyt c pht hin sau thi im chuyn ri ro;
3. Bn bn phi chu trch nhim v khim khuyt ca hng ha pht sinh sau
thi im chuyn ri ro nu khim khuyt do bn bn vi phm hp ng.


i u 41. Khc phc trong trng hp giao thiu hng, giao hng khng ph
hp vi hp ng
1. Tr trng hp c tha thun khc, nu hp ng ch quy nh thi hn giao
hng v khng xc nh thi im giao hng c th m bn bn giao hng trc
khi ht thi hn giao hng v giao thiu hng hoc giao hng khng ph hp
vi hp ng th bn bn vn c th giao phn hng cn thiu hoc thay th
hng ho cho ph hp vi hp ng hoc khc phc s khng ph hp ca
hng ho trong thi hn cn li.
2. Khi bn bn thc hin vic khc phc quy nh ti khon 1 iu ny m gy
bt li hoc lm pht sinh chi ph bt hp l cho bn mua th bn mua c quyn
yu cu bn bn khc phc bt li hoc chu chi ph .

contract according to the provisions of Clause 1 of this Article.


Article 40.- Liability for goods which are not appropriate to contracts
Unless otherwise agreed upon by the parties, the liability for goods which are
not appropriate to contracts is provided for as follows:
1. The seller shall not be liable for any defect of the goods if the purchaser, at
the time the contract is entered into, knew or should have known such defect;
2. Except for the case specified in Clause 1 of this Article, within the time
limit for lodging complaint provided for in this Law, the seller shall be liable
for any defect of the goods which already exists before the time of passing the
risk to the purchaser despite the fact that such defect may be discovered after
passing the risks.
3. The seller shall be liable for defects of goods occurring after the pass of risks
if such defects are attributable to contract breaches by the seller.


Article 41.- Remedies in case of delivery of goods in insufficient quantity
or delivery of goods not appropriate to contracts
1. Unless otherwise agreed, and where the contract only provides for a time
limit for delivery of goods and does not determine a specific time for delivery
of goods, and the seller delivers goods before the expiration of such time limit
but in insufficient quantity or goods not appropriate to the contract, the seller
may still deliver the deficit quantity of goods or provide substitute goods which
are appropriate to the contract or remedy the inappropriateness of the goods
within the remaining duration.
2. Where the seller, when applying the remedies provided for in Clause 1 of
this Article, causes disadvantages or unreasonable costs to the purchaser, the
purchaser shall have the right to request the seller to deal with such
disadvantages or bear such costs.
24


i u 42. Giao chng t lin quan n hng ho
1. Trng hp c tha thun v vic giao chng t th bn bn c ngha v
giao chng t lin quan n hng ho cho bn mua trong thi hn, ti a im
v bng phng thc tha thun.
2. Trng hp khng c tha thun v thi hn, a im giao chng t lin
quan n hng ho cho bn mua th bn bn phi giao chng t lin quan n
hng ho cho bn mua trong thi hn v ti a im hp l bn mua c th
nhn hng.
3. Trng hp bn bn giao chng t lin quan n hng ho trc thi hn
tha thun th bn bn vn c th khc phc nhng thiu st ca cc chng t
ny trong thi hn cn li.
4. Khi bn bn thc hin vic khc phc nhng thiu st quy nh ti khon 3
iu ny m gy bt li hoc lm pht sinh chi ph bt hp l cho bn mua th
bn mua c quyn yu cu bn bn khc phc bt li hoc chu chi ph .


i u 43. Giao tha hng
1. Trng hp bn bn giao tha hng th bn mua c quyn t chi hoc chp
nhn s hng tha .
2. Trng hp bn mua chp nhn s hng tha th phi thanh ton theo gi
tho thun trong hp ng nu cc bn khng c tho thun khc.


i u 44. Kim tra hng ho trc khi giao hng
1. Trng hp cc bn c tho thun bn mua hoc i din ca bn mua
tin hnh kim tra hng ho trc khi giao hng th bn bn phi bo m cho
bn mua hoc i din ca bn mua c iu kin tin hnh vic kim tra.
2. Tr trng hp c tha thun khc, bn mua hoc i din ca bn mua

Article 42.- Delivery of goods-related documents
1. Where there is an agreement on the delivery of documents, the seller is
obliged to deliver all goodsrelated documents to the purchaser within the time
limit, at the place and by mode already agreed.
2. Where there is no agreement on the time limit and place for delivery of
goods-related documents to the purchaser, the seller must deliver such
documents to the purchaser within a reasonable time limit and at a convenient
place so that the purchaser can receive the goods.
3. Where the seller has delivered goods-related documents before the agreed
time, the seller can still rectify errors of such documents within the remaining
duration of the time limit.
4. When the seller, when rectifying errors mentioned in Clause 3 of this
Article, causes disadvantages or unreasonable costs to the purchaser, the
purchaser shall have the right to request the seller to deal with such
disadvantages or bear such costs.

Article 43.- Delivery of goods in excessive quantity
1. Where the seller delivers goods in excessive quantity, the purchaser may
reject or accept such excessive quantity of goods.
2. Where the purchaser accepts the excessive quantity of goods, the purchaser
must pay for that quantity at the price agreed in the contract unless otherwise
agreed upon by the parties.

Article 44.- Pre-delivery examination of goods
1. Where it is agreed by the parties that the purchaser or the purchaser's
representative shall examine the goods before the delivery, the seller must
ensure that the purchaser or the purchaser's representative shall be given
conditions for conducting such examination.
2. Except where it is otherwise agreed, the purchaser or the purchaser's
25

trong trng hp quy nh ti khon 1 iu ny phi kim tra hng ha trong
mt thi gian ngn nht m hon cnh thc t cho php; trng hp hp ng
c quy nh v vic vn chuyn hng ha th vic kim tra hng ho c th
c hon li cho ti khi hng ho c chuyn ti a im n.
3. Trng hp bn mua hoc i din ca bn mua khng thc hin vic kim
tra hng ha trc khi giao hng theo tha thun th bn bn c quyn giao
hng theo hp ng.
4. Bn bn khng phi chu trch nhim v nhng khim khuyt ca hng ho
m bn mua hoc i din ca bn mua bit hoc phi bit nhng khng
thng bo cho bn bn trong thi hn hp l sau khi kim tra hng ho.
5. Bn bn phi chu trch nhim v nhng khim khuyt ca hng ho m bn
mua hoc i din ca bn mua kim tra nu cc khim khuyt ca hng ho
khng th pht hin c trong qu trnh kim tra bng bin php thng
thng v bn bn bit hoc phi bit v cc khim khuyt nhng khng
thng bo cho bn mua.



i u 45. Ngha v bo m quyn s hu i vi hng ho
Bn bn phi bo m:
1. Quyn s hu ca bn mua i vi hng ha bn khng b tranh chp bi
bn th ba;
2. Hng ha phi hp php;
3. Vic chuyn giao hng ho l hp php.

i u 46. Ngha v bo m quyn s hu tr tu i vi hng ho
1. Bn bn khng c bn hng ha vi phm quyn s hu tr tu. Bn bn
phi chu trch nhim trong trng hp c tranh chp lin quan n quyn s
hu tr tu i vi hng ha bn.
representative in the cases mentioned in Clause 1 of this Article must examine
the goods within the shortest period of time allowed by practical
circumstances. Where the contract provides for the transportation of goods, the
examination of goods may be postponed until the goods are transported to the
destination.
3. Where the purchaser or the purchaser's representative does not conduct the
examination of goods before the delivery of goods as agreed, the seller may
deliver the goods according to the contract.
4. The seller shall not be liable for defects of goods which the purchaser or
the purchaser's representative has known or should have known but failed to
notify them to the seller within a reasonable time limit after the examination of
goods.
5. The seller shall be liable for defects of goods already examined by the
purchaser or the purchaser's representative if the defects of the goods cannot be
detected in the course of examination through common measures and the seller
knew or should have known such defects but failed to notify them to the
purchaser.

Article 45.- Obligation to assure the ownership right over goods
The seller must assure that:
1. The ownership right of the purchaser over goods sold is not disputed by any
third party;
2. The goods are lawful;
3. The handover of the goods is lawful.

Article 46.- Obligation to assure intellectual property rights over goods
1. The seller must not sell goods infringing upon intellectual property rights.
The seller shall be held responsible for any dispute related intellectual property
rights over goods sold.
2. Where the purchaser requests the seller to observe technical drawings,
26

2. Trng hp bn mua yu cu bn bn phi tun theo bn v k thut, thit
k, cng thc hoc nhng s liu chi tit do bn mua cung cp th bn mua
phi chu trch nhim v cc khiu ni lin quan n nhng vi phm quyn s
hu tr tu pht sinh t vic bn bn tun th nhng yu cu ca bn mua.

i u 47. Yu cu thng bo
1. Bn bn mt quyn vin dn quy nh ti khon 2 iu 46 ca Lut ny nu
bn bn khng thng bo ngay cho bn mua v khiu ni ca bn th ba i
vi hng ho c giao sau khi bn bn bit hoc phi bit v khiu ni ,
tr trng hp bn mua bit hoc phi bit v khiu ni ca bn th ba.
2. Bn mua mt quyn vin dn quy nh ti iu 45 v khon 1 iu 46 ca
Lut ny nu bn mua khng thng bo ngay cho bn bn v khiu ni ca bn
th ba i vi hng ho c giao sau khi bn mua bit hoc phi bit v
khiu ni , tr trng hp bn bn bit hoc phi bit v khiu ni ca bn
th ba.


i u 48. Ngha v ca bn bn trong trng hp hng ha l i tng ca
bin php bo m thc hin ngha v dn s
Trng hp hng ho c bn l i tng ca bin php bo m thc hin
ngha v dn s th bn bn phi thng bo cho bn mua v bin php bo m
v phi c s ng ca bn nhn bo m v vic bn hng ha .

i u 49. Ngha v bo hnh hng ho
1. Trng hp hng ho mua bn c bo hnh th bn bn phi chu trch
nhim bo hnh hng ho theo ni dung v thi hn tha thun.
2. Bn bn phi thc hin ngha v bo hnh trong thi gian ngn nht m hon
cnh thc t cho php.
3. Bn bn phi chu cc chi ph v vic bo hnh, tr trng hp c tho thun
khc.
designs, formulas or specifications furnished by the purchaser, the purchaser
shall be liable for complaints related to infringements of intellectual property
rights which arise from the fact that the seller has complied with the request of
the purchaser.

Article 47.- Notification requirements
1. The seller shall lose the right to invoke the provisions of Clause 2, Article
46 of this Law when failing to promptly notify the purchaser of a third party's
complaint about the delivered goods after the seller knew or should have
known such complaint, except for cases where the purchaser knew or should
have known a third party's complaint.
2. The purchaser shall lose the right to invoke the provisions of Article 45 and
Clause 1, Article 46 of this Law when failing to promptly notify the seller of a
third party's complaint about the delivered goods after the purchaser knew or
should have known such complaint, except for cases where the purchaser knew
or should have known a third party's complaint.

Article 48.- Obligation of the seller in cases where goods are subject to
measures of security for performance of civil obligations
Where the goods sold are subject to measures of security for performance of
civil obligations, the seller must notify the purchaser of such security measures
and must obtain the consent of the security beneficiary regarding the sale of
such goods.

Article 49.- Obligation to provide warranty for goods
1. Where goods are purchased and sold under warranty, the seller shall have to
provide warranty for such goods according to the agreed contents and duration.
2. The seller must fulfill the warranty obligation as soon as the practical
situation permits.
3. The seller must bear all warranty expenses unless otherwise agreed.
27


i u 50. Thanh ton
1. Bn mua c ngha v thanh ton tin mua hng v nhn hng theo tha
thun.
2. Bn mua phi tun th cc phng thc thanh ton, thc hin vic thanh
ton theo trnh t, th tc tha thun v theo quy nh ca php lut.
3. Bn mua vn phi thanh ton tin mua hng trong trng hp hng ho mt
mt, h hng sau thi im ri ro c chuyn t bn bn sang bn mua, tr
trng hp mt mt, h hng do li ca bn bn gy ra.

i u 51. Vic ngng thanh ton tin mua hng
Tr trng hp c tho thun khc, vic ngng thanh ton tin mua hng c
quy nh nh sau:
1. Bn mua c bng chng v vic bn bn la di th c quyn tm ngng
vic thanh ton;
2. Bn mua c bng chng v vic hng ha ang l i tng b tranh chp th
c quyn tm ngng thanh ton cho n khi vic tranh chp c gii quyt;
3. Bn mua c bng chng v vic bn bn giao hng khng ph hp vi
hp ng th c quyn tm ngng thanh ton cho n khi bn bn khc phc
s khng ph hp ;
4. Trng hp tm ngng thanh ton theo quy nh ti khon 2 v khon 3
iu ny m bng chng do bn mua a ra khng xc thc, gy thit hi cho
bn bn th bn mua phi bi thng thit hi v chu cc ch ti khc theo
quy nh ca Lut ny.

i u 52. Xc nh gi
Trng hp khng c tho thun v gi hng ho, khng c tho thun v
phng php xc nh gi v cng khng c bt k ch dn no khc v gi th
gi ca hng ho c xc nh theo gi ca loi hng ho trong cc iu
kin tng t v phng thc giao hng, thi im mua bn hng ho, th

Article 50.- Payment
1. The purchaser is obliged to pay for goods and receive goods as agreed upon.
2. The purchaser must comply with the payment modes and make the payment
according to the agreed order and procedures and the provisions of law.
3. The purchaser shall still have to pay for goods in cases where goods are lost
or damaged after the time the risk is passed from the seller to the purchaser,
except for cases where the loss or damage is caused due to the fault of the
seller.

Article 51 .-Suspension of payment for goods
Unless otherwise agreed, the suspension of payment for goods is provided for
as follows:
1. The purchaser that has proofs of deceit of the seller shall have the right to
suspend the payment.
2. The purchaser that has proofs that the goods are subject to a dispute shall
have the right to suspend the payment until the said dispute is settled.
3. The purchaser that has proofs that the seller has delivered goods which do
not conform with the contract shall have the right to suspend the payment until
the seller remedy such inconformity.
4. If the proofs produced by the purchaser for the cases of payment suspension
mentioned in Clauses 2 and 3 of this Article are unfounded, thus causing
damage to the seller, the purchaser must pay compensations for such damage
and be subject to other penalties provided for in this Law.

Article 52.- Determination of prices
Where there is neihter agreement on goods price or on the price-determining
method nor other price indexes, the goods price shall be determined according
to the price of such type of goods under similar conditions on mode of goods
delivery, time of goods purchase and sale, geographical market, payment mode
28

trng a l, phng thc thanh ton v cc iu kin khc c nh hng n
gi.

i u 53. Xc nh gi theo trng lng
Tr trng hp c tho thun khc, nu gi c xc nh theo trng lng
ca hng ho th trng lng l trng lng tnh.

i u 54. a im thanh ton
Trng hp khng c tha thun v a im thanh ton c th th bn mua
phi thanh ton cho bn bn ti mt trong cc a im sau y:
1. a im kinh doanh ca bn bn c xc nh vo thi im giao kt hp
ng, nu khng c a im kinh doanh th ti ni c tr ca bn bn;
2. a im giao hng hoc giao chng t, nu vic thanh ton c tin hnh
ng thi vi vic giao hng hoc giao chng t.



i u 55. Thi hn thanh ton
Tr trng hp c tho thun khc, thi hn thanh ton c quy nh nh
sau:
1. Bn mua phi thanh ton cho bn bn vo thi im bn bn giao hng hoc
giao chng t lin quan n hng ho;
2. Bn mua khng c ngha v thanh ton cho n khi c th kim tra xong
hng ho trong trng hp c tha thun theo quy nh ti iu 44 ca Lut
ny.

i u 56. Nhn hng
Bn mua c ngha v nhn hng theo tho thun v thc hin nhng cng vic
and other conditions which affect the prices.


Article 53.- Pricing by weight
Unless otherwise agreed, if the goods price is determined according to the
weight of the goods, such weight must be net weight.

Article 54.- Place of payment
Where there is no agreement on specific place of payment, the purchaser must
pay to the seller at one of the following places:
1. The seller's place of business, which is identified at the time of entering
into the contract; or the seller's place of residence where the seller has no place
of business.
2. The place where the goods or documents are delivered, if the payment is
made concurrently with the delivery of goods or documents.

Article 55.- Time limit for payment
Unless otherwise agreed, the time limit for payment is provided for as follows:
1. The purchaser must make payment to the seller at the time the seller
delivers the goods or the goodsrelated documents.
2. The purchaser is not obliged to make payment until the goods examination
can be completed in cases where an agreement is reached according to the
provisions of Article 44 of this Law.



Article 56.- Receipt of goods
29

hp l gip bn bn giao hng.


i u 57. Chuyn ri ro trong trng hp c a im giao hng xc nh
Tr trng hp c tho thun khc, nu bn bn c ngha v giao hng cho bn
mua ti mt a im nht nh th ri ro v mt mt hoc h hng hng ho
c chuyn cho bn mua khi hng ho c giao cho bn mua hoc ngi
c bn mua u quyn nhn hng ti a im , k c trong trng hp
bn bn c u quyn gi li cc chng t xc lp quyn s hu i vi hng
ho.


i u 58. Chuyn ri ro trong trng hp khng c a im giao hng xc
nh
Tr trng hp c tho thun khc, nu hp ng c quy nh v vic vn
chuyn hng ho v bn bn khng c ngha v giao hng ti mt a im
nht nh th ri ro v mt mt hoc h hng hng ho c chuyn cho bn
mua khi hng ho c giao cho ngi vn chuyn u tin.


i u 59. Chuyn ri ro trong trng hp giao hng cho ngi nhn hng
giao m khng phi l ngi vn chuyn
Tr trng hp c tho thun khc, nu hng ho ang c ngi nhn hng
giao nm gi m khng phi l ngi vn chuyn th ri ro v mt mt hoc
h hng hng ho c chuyn cho bn mua thuc mt trong cc trng hp
sau y:
1. Khi bn mua nhn c chng t s hu hng ho;
2. Khi ngi nhn hng giao xc nhn quyn chim hu hng ho ca bn
mua.
The purchaser is obliged to receive the goods as agreed upon and do
appropriate things to help the seller deliver the goods.

Article 57.- Pass of risks in cases where there is a fixed place of delivery of
goods
Unless otherwise agreed, if the seller is obliged to deliver the goods to the
purchaser at a particular place, the risk of goods loss or damage shall be passed
to the purchaser as soon as the goods are delivered to the purchaser or the
person authorized by the purchaser to receive the goods at such place, even in
cases where the seller is authorized to retain the documents which establish the
ownership rights over the goods.

Article 58.- Pass of risks in cases where there is no fixed place of delivery
of goods
Unless otherwise agreed, if the contract contains provisions on the goods
transportation and the seller is not obliged to deliver the goods at a given place,
the risk of goods loss or damage shall be passed to the purchaser as soon as the
goods are delivered to the first carrier.


Article 59.- Pass of risks in cases where goods are handed over to a bailee
that is not a carrier
Unless otherwise agreed, if the goods are being kept by a bailee that is not a
carrier, the risks of goods loss or damage shall be passed to the purchaser in
one of the following cases:
1. Upon receipt by the purchaser of documents of title to the goods;
2. Upon the confirmation by the bailee of the purchaser's right to possession of
the goods.

30


i u 60. Chuyn ri ro trong trng hp mua bn hng ho ang trn ng
vn chuyn
Tr trng hp c tha thun khc, nu i tng ca hp ng l hng ho
ang trn ng vn chuyn th ri ro v mt mt hoc h hng hng ho c
chuyn cho bn mua k t thi im giao kt hp ng.

i u 61. Chuyn ri ro trong cc trng hp khc
Tr trng hp c tho thun khc, vic chuyn ri ro trong cc trng hp
khc c quy nh nh sau:
1. Trong trng hp khng c quy nh ti cc iu 57, 58, 59 v 60 ca
Lut ny th ri ro v mt mt hoc h hng hng ho c chuyn cho bn
mua, k t thi im hng ha thuc quyn nh ot ca bn mua v bn mua
vi phm hp ng do khng nhn hng;
2. Ri ro v mt mt hoc h hng hng ho khng c chuyn cho bn mua,
nu hng ho khng c xc nh r rng bng k m hiu, chng t vn ti,
khng c thng bo cho bn mua hoc khng c xc nh bng bt k
cch thc no khc.

i u 62. Thi im chuyn quyn s hu hng ho
Tr trng hp php lut c quy nh khc hoc cc bn c tha thun khc,
quyn s hu c chuyn t bn bn sang bn mua k t thi im hng ha
c chuyn giao.

i u 74. Hnh thc hp ng dch v
1. Hp ng dch v c th hin bng li ni, bng vn bn hoc c xc
lp bng hnh vi c th.
2. i vi cc loi hp ng dch v m php lut quy nh phi c lp
thnh vn bn th phi tun theo cc quy nh .

Article 60.- Pass of risks in case of purchase and sale of goods in
transportation
Unless otherwise agreed, if the subject matter of the contract is goods in
transportation, the risk of goods loss or damage shall be passed to the
purchaser as from the time the contract is entered into.

Article 61.- Pass of risks in other cases
Unless otherwise agreed, the pass of risks in other cases is provided for as
follows:
1. For cases not specified in Articles 57, 58, 59 and 60 of this Law, the risk of
goods loss or damage is to
be passed to the purchaser as from the time the goods fall under the purchaser's
right of disposal and the purchaser breaches the contract by rejecting the goods.
2. Risk of goods loss or damage is not to be passed to the purchaser if the
goods are neither clearly identified by their signs, codes or bills of
transportation, nor notified to the purchaser, nor identified by any means.

Article 62.- Time of transferring ownership of goods
Unless otherwise provided for by law or agreed upon by the parties, ownership
of goods shall be passed from the seller to the purchaser as from the time of
handover of the goods.

Article 74.- Forms of service contracts
1. A service contract shall be expressed in verbal or written form or established
with specific acts.
2. For those types of service contract which are required by law to be made in
writing, such requirement must be abided by.
31


i u 78. Ngha v ca bn cung ng dch v
Tr trng hp c tho thun khc, bn cung ng dch v c cc ngha v sau
y:
1. Cung ng cc dch v v thc hin nhng cng vic c lin quan mt cch
y , ph hp vi tho thun v theo quy nh ca Lut ny;
2. Bo qun v giao li cho khch hng ti liu v phng tin c giao
thc hin dch v sau khi hon thnh cng vic;
3. Thng bo ngay cho khch hng trong trng hp thng tin, ti liu khng
y , phng tin khng bo m hon thnh vic cung ng dch v;
4. Gi b mt v thng tin m mnh bit c trong qu trnh cung ng dch v
nu c tho thun hoc php lut c quy nh.

i u 79. Ngha v ca bn cung ng dch v theo kt qu cng vic
Tr trng hp c tho thun khc, nu tnh cht ca loi dch v c cung
ng yu cu bn cung ng dch v phi t c mt kt qu nht nh th bn
cung ng dch v phi thc hin vic cung ng dch v vi kt qu ph hp vi
cc iu khon v mc ch ca hp ng. Trong trng hp hp ng khng
c quy nh c th v tiu chun kt qu cn t c, bn cung ng dch v
phi thc hin vic cung ng dch v vi kt qu ph hp vi tiu chun thng
thng ca loi dch v .


i u 80. Ngha v ca bn cung ng dch v theo n lc v kh nng cao
nht
Tr trng hp c tho thun khc, nu tnh cht ca loi dch v c cung
ng yu cu bn cung ng dch v phi n lc cao nht t c kt qu
mong mun th bn cung ng dch v phi thc hin ngha v cung ng dch
v vi n lc v kh nng cao nht.

Article 78.- Obligations of the service providers
Unless otherwise agreed, the service provider shall have the following
obligations:
1. To provide services and fully perform related jobs in accordance with
agreements and the provisions of this Law;
2. To preserve and hand back to their customers documents and means
supplied to them for the service provision after the completion thereof;
3. To promptly notify to their customers in cases where information and
documents are insufficient and means are inadequate for completion of the
service provision;
4. To keep secret information they know in the course of service provision if
so agreed upon by the parties or provided for by law.

Article 79.- Obligations of the service providers according to performance
result
Unless otherwise agreed, if the nature of the type of service to be provided
requires a service provider to achieve a certain result, the service provider must
conduct the service provision with a result appropriate with the terms and
purpose of the contract. Where the contract does not specify the standards of
result to be achieved, the service provider must conduct the service provision
with a result compliant with the common standards applicable to such type of
service.

Article 80.- Obligations of the service providers to make the best effort
Unless otherwise agreed, if the nature of the type of service to be provided
requires a service provider to make the best effort to achieve a desired result,
the service provider shall perform the obligation of service provision with the
best effort and the highest capacity.

32


i u 81. Hp tc gia cc bn cung ng dch v
Trng hp theo tha thun hoc da vo tnh hnh c th, mt dch v do
nhiu bn cung ng dch v cng tin hnh hoc phi hp vi bn cung ng
dch v khc th mi bn cung ng dch v c cc ngha v sau y:
1. Trao i, thng tin cho nhau v tin cng vic v yu cu ca mnh c
lin quan n vic cung ng dch v, ng thi phi cung ng dch v vo thi
gian v theo phng thc ph hp khng gy cn tr n hot ng ca bn
cung ng dch v ;
2. Tin hnh bt k hot ng hp tc cn thit no vi cc bn cung ng dch
v khc.


i u 82. Thi hn hon thnh dch v
1. Bn cung ng dch v phi hon thnh dch v ng thi hn tho thun
trong hp ng.
2. Trng hp khng c tha thun v thi hn hon thnh dch v th bn
cung ng dch v phi hon thnh dch v trong mt thi hn hp l trn c s
tnh n tt c cc iu kin v hon cnh m bn cung ng dch v bit c
vo thi im giao kt hp ng, bao gm bt k nhu cu c th no ca khch
hng c lin quan n thi gian hon thnh dch v.
3. Trng hp mt dch v ch c th c hon thnh khi khch hng hoc
bn cung ng dch v khc p ng cc iu kin nht nh th bn cung ng
dch v khng c ngha v hon thnh dch v ca mnh cho n khi cc
iu kin c p ng.

i u 83. Yu cu ca khch hng lin quan n nhng thay i trong qu
trnh cung ng dch v
1. Trong qu trnh cung ng dch v, bn cung ng dch v phi tun th
nhng yu cu hp l ca khch hng lin quan n nhng thay i trong qu

Article 81.- Cooperation among service providers
Where under a contractual agreement or on the basis of practical
circumstances, a service is jointly performed by many service providers or
performed by a service provider in cooperation with other service providers,
each of the said service providers shall have the following obligations:
1. To exchange and communicate to each other information on the
performance progress and its demands related to the service provision, at the
same time to provide services at a proper time and by an appropriate mode so
as not to impede operations of other service providers;
2. To carry out any necessary cooperation with other service providers.


Article 82.- Time limit for completion of services
1. Service providers must complete their services within the time limits
already agreed upon in contracts.
2. Where there is no agreement on the time limits for completing services,
service providers shall have to complete their services within a reasonable time
limit on the basis of taking into account all conditions and circumstances which
service providers knew at the time the contracts were entered into, including
any specific needs of customers regarding such time limit for service
completion.
3. Where a service can be completed only when the customer or another
service provider satisfies certain conditions, the provider of such service is not
obliged to complete his/her service until those conditions are satisfied.

Article 83.- Customers' requests for changes during the provision of
services
1. During the provision of services, service providers must satisfy all
reasonable requests of their customers for changes during the provision of
33

trnh cung ng dch v.
2. Tr trng hp c tho thun khc, khch hng phi chu nhng chi ph hp
l cho vic thc hin nhng yu cu thay i ca mnh.

i u 84. Tip tc cung ng dch v sau khi ht thi hn hon thnh vic
cung ng dch v
Sau khi ht thi hn hon thnh vic cung ng dch v m dch v vn cha
hon thnh, nu khch hng khng phn i th bn cung ng dch v phi tip
tc cung ng theo ni dung tho thun v phi bi thng thit hi, nu c.


i u 85. Ngha v ca khch hng
Tr trng hp c tho thun khc, khch hng c cc ngha v sau y:
1. Thanh ton tin cung ng dch v nh tho thun trong hp ng;
2. Cung cp kp thi cc k hoch, ch dn v nhng chi tit khc vic cung
ng dch v c thc hin khng b tr hon hay gin on;
3. Hp tc trong tt c nhng vn cn thit khc bn cung ng c th
cung ng dch v mt cch thch hp;
4. Trng hp mt dch v do nhiu bn cung ng dch v cng tin hnh hoc
phi hp vi bn cung ng dch v khc, khch hng c ngha v iu phi
hot ng ca cc bn cung ng dch v khng gy cn tr n cng vic
ca bt k bn cung ng dch v no.

i u 86. Gi dch v
Trng hp khng c tho thun v gi dch v, khng c tho thun v
phng php xc nh gi dch v v cng khng c bt k ch dn no khc v
gi dch v th gi dch v c xc nh theo gi ca loi dch v trong cc
iu kin tng t v phng thc cung ng, thi im cung ng, th trng
a l, phng thc thanh ton v cc iu kin khc c nh hng n gi
services.
2. Unless otherwise agreed, customers must bear reasonable expenses for the
satisfaction of their requests for changes.

Article 84.- Continued provision of services after the expiration of the time
limit for completing the provision of services
If services, after the expiration of the time limit for completing the provision
thereof, are not yet completed, and if customers have no objection, service
providers shall have to continue providing the agreed services and compensate
for damage, if any.

Article 85.- Obligations of customers
Unless otherwise agreed, customers shall have the following obligations:
1. To pay charges for provision of services as agreed upon in contracts;
2. To provide in a timely manner plans, instructions and other details so that
the provision of services can be made without any delay or interruption;
3. To cooperate with service providers in all other matters necessary for the
proper provision of services;
4. Where a service is performed jointly by many service providers or by a
provider in coordination with other service providers, customers shall be
obliged to coordinate operations of these service providers so as not to impede
the work of any service provider.


Article 86.- Service charge rate
Where there is no agreement on service charge rate, no agreement on methods
of determining service charge rate, and also there is not any indication to
service charge rate, the service charge rate shall be determined according to the
charge rate of the same type of service under similar conditions on mode of
34

dch v.

i u 87. Thi hn thanh ton
Trng hp khng c tha thun v gia cc bn khng c bt k thi quen
no v vic thanh ton th thi hn thanh ton l thi im vic cung ng dch
v c hon thnh.

i u 292. Cc loi ch ti trong thng mi
1. Buc thc hin ng hp ng.
2. Pht vi phm.
3. Buc bi thng thit hi.
4. Tm ngng thc hin hp ng.
5. nh ch thc hin hp ng.
6. Hu b hp ng.
7. Cc bin php khc do cc bn tho thun khng tri vi nguyn tc c bn
ca php lut Vit Nam, iu c quc t m Cng ha x hi ch ngha Vit
Nam l thnh vin v tp qun thng mi quc t.


i u 293. p dng ch ti trong thng mi i vi vi phm khng c bn
Tr trng hp c tho thun khc, bn b vi phm khng c p dng ch ti
tm ngng thc hin hp ng, nh ch thc hin hp ng hoc hu b hp
ng i vi vi phm khng c bn.


i u 294. Cc trng hp min trch nhim i vi hnh vi vi phm
provision, time of provision, geographical market, mode of payment and other
conditions which can affect the service charge rate.

Article 87.- Time limit for payment
Where there is no agreement and there exist no customs pre-established
between the parties concerning payment for services, the time limit for
payment shall be the time when the provision of services is completed.

Article 292.- Types of commercial remedies
1. Specific performance of contracts.
2. Fines for breaches.
3. Forcible payment of damages.
4. Suspension of performance of contracts.
5. Stoppage of performance of contracts.
6. Cancellation of contracts.
7. Other remedies agreed upon by involved parties which are not contrary to
the fundamental principles of Vietnamese law, treaties to which the Socialist
Republic of Vietnam is a contracting party and international commercial
practices.

Article 293.- Application of commercial remedies against insubstantial
breaches
Unless otherwise agreed, aggrieved parties are not entitled to apply the remedy
of suspension of performance of contracts, stoppage of performance of
contracts or cancellation of contracts against insubstantial breaches.

Article294.- Cases of exemption from liability for breaching acts
1. A party that breaches a contract shall be exempted from liability in the
35

1. Bn vi phm hp ng c min trch nhim trong cc trng hp sau y:
a) Xy ra trng hp min trch nhim m cc bn tho thun;
b) Xy ra s kin bt kh khng;
c) Hnh vi vi phm ca mt bn hon ton do li ca bn kia;
d) Hnh vi vi phm ca mt bn do thc hin quyt nh ca c quan qun l
nh nc c thm quyn m cc bn khng th bit c vo thi im giao
kt hp ng.
2. Bn vi phm hp ng c ngha v chng minh cc trng hp min trch
nhim.

i u 295. Thng bo v xc nhn trng hp min trch nhim
1. Bn vi phm hp ng phi thng bo ngay bng vn bn cho bn kia v
trng hp c min trch nhim v nhng hu qu c th xy ra.
2. Khi trng hp min trch nhim chm dt, bn vi phm hp ng phi
thng bo ngay cho bn kia bit; nu bn vi phm khng thng bo hoc thng
bo khng kp thi cho bn kia th phi bi thng thit hi.
3. Bn vi phm c ngha v chng minh vi bn b vi phm v trng hp
min trch nhim ca mnh.


i u 296. Ko di thi hn, t chi thc hin hp ng trong trng hp bt
kh khng
1. Trong trng hp bt kh khng, cc bn c th tho thun ko di thi hn
thc hin ngha v hp ng; nu cc bn khng c tho thun hoc khng
tha thun c th thi hn thc hin ngha v hp ng c tnh thm mt
thi gian bng thi gian xy ra trng hp bt kh khng cng vi thi gian
hp l khc phc hu qu, nhng khng c ko di qu cc thi hn sau
y:
a) Nm thng i vi hng ho, dch v m thi hn giao hng, cung ng dch
following cases:
a/ A case of liability exemption agreed upon by the parties occurs;
b/A force majeure event occurs;
c/A breach by one party is entirely attributable to the other party's fault;
d/A breach is committed by one party as a result of the execution of a decision
of a competent state management agency which the party cannot know, at the
time the contract is entered into.
2. The contract-breaching party shall bear the burden of proof of cases of
liability exemption.

Article 295.- Notification and certification of cases of liability exemption
1. The party must promptly notify in writing the other party of cases of liability
exemption and possible consequences there of.
2. When a case of liability exemption no longer exists, the contract-breaching
party must promptly notify such to the other party. The breaching party must
pay damages if it fails to notify or notifies the other party not in a prompt
manner.
3. Breaching parties are obliged to prove their cases of liability exemption to
aggrieved parties.

Article 296.- Extension of time limit for performance of contracts, or
refusal to perform contracts in force majeure circumstances
1. In a force majeure circumstance, the parties may agree to extend the time
limit for performing their respective contractual obligations. If the parties do
not agree or cannot agree upon such extension, the time limit for performing
contractual obligations shall be extended for a period of time equal to the time
length of such force majeure circumstance plus a reasonable period of time for
remedying consequences, but not exceeding:
a/ Five months for goods or services for which the agreed time limit for their
delivery or provision does not exceed twelve months from the date the contract
36

v c tho thun khng qu mi hai thng, k t khi giao kt hp ng;
b) Tm thng i vi hng ho, dch v m thi hn giao hng, cung ng dch
v c tho thun trn mi hai thng, k t khi giao kt hp ng.
2. Trng hp ko di qu cc thi hn quy nh ti khon 1 iu ny, cc bn
c quyn t chi thc hin hp ng v khng bn no c quyn yu cu bn
kia bi thng thit hi.
3. Trng hp t chi thc hin hp ng th trong thi hn khng qu mi
ngy, k t ngy kt thc thi hn quy nh ti khon 1 iu ny bn t chi
phi thng bo cho bn kia bit trc khi bn kia bt u thc hin cc ngha
v hp ng.
4. Vic ko di thi hn thc hin ngha v hp ng quy nh ti khon 1
iu ny khng p dng i vi hp ng mua bn hng ha, cung ng dch
v c thi hn c nh v giao hng hoc hon thnh dch v.


i u 297. Buc thc hin ng hp ng
1. Buc thc hin ng hp ng l vic bn b vi phm yu cu bn vi phm
thc hin ng hp ng hoc dng cc bin php khc hp ng c thc
hin v bn vi phm phi chu chi ph pht sinh.
2. Trng hp bn vi phm giao thiu hng hoc cung ng dch v khng ng
hp ng th phi giao hng hoc cung ng dch v theo ng tho thun
trong hp ng. Trng hp bn vi phm giao hng ho, cung ng dch v
km cht lng th phi loi tr khuyt tt ca hng ho, thiu st ca dch v
hoc giao hng khc thay th, cung ng dch v theo ng hp ng. Bn vi
phm khng c dng tin hoc hng khc chng loi, loi dch v khc
thay th nu khng c s chp thun ca bn b vi phm.
3. Trong trng hp bn vi phm khng thc hin theo quy nh ti khon 2
iu ny th bn b vi phm c quyn mua hng, nhn cung ng dch v ca
ngi khc thay th theo ng loi hng ho, dch v ghi trong hp ng v
bn vi phm phi tr khon tin chnh lch v cc chi ph lin quan nu c; c
quyn t sa cha khuyt tt ca hng ho, thiu st ca dch v v bn vi
is entered into;
b/ Eight months for goods or services for which the agreed time limit for their
delivery or provision exceeds twelve months from the date the contract is
entered into.
2. Beyond the time limits specified in Clause 1 of this Article, the parties may
refuse to perform the contract and neither party is entitled to request the other
party to pay damages.
3. Where a party refuses to perform a contract, it must, within ten days from
the expiry date of the time limit specified in Clause 1 of this Article, notify the
other party thereof before the latter begins to perform its contractual
obligations.
4. The extension of the time limit for performing contractual obligations
mentioned in Clause 1 of this Article does not apply to contracts for purchase
and sale of goods or contracts for provision of services with fixed time limit for
goods delivery or service completion.

Article 297.- Specific performance of contracts
1. Specific performance of a contract means a remedy whereby the aggrieved
party requests the breaching party to properly perform the contract or apply
other measures to cause the contract to be performed and the breaching party
shall have to bear any costs incurred.
2. Where the breaching party fails to deliver goods in full or provide services
in accordance with the contract, it shall have to deliver goods in full or provide
services in accordance with the contract.
Where the breaching party delivers goods or provides services of inferior
quality, it shall have to rectify defects of the goods or shortcomings of the
services or to deliver other goods as substitutes or provide services in
accordance with the contract. The breaching party must not use money or
goods or services of other types as substitutes unless so consented by the
aggrieved party.
3. Where the breaching party fails to comply with Clause 2 of this Article, the
aggrieved party may purchase goods or receive services of correct type as
37

phm phi tr cc chi ph thc t hp l.
4. Bn b vi phm phi nhn hng, nhn dch v v thanh ton tin hng, th
lao dch v, nu bn vi phm thc hin y ngha v theo quy nh ti
khon 2 iu ny.
5. Trng hp bn vi phm l bn mua th bn bn c quyn yu cu bn mua
tr tin, nhn hng hoc thc hin cc ngha v khc ca bn mua c quy
nh trong hp ng v trong Lut ny.




i u 298. Gia hn thc hin ngha v
Trng hp buc thc hin ng hp ng, bn b vi phm c th gia hn mt
thi gian hp l bn vi phm thc hin ngha v hp ng.


i u 299. Quan h gia ch ti buc thc hin ng hp ng v cc loi
ch ti khc
1. Tr trng hp c tho thun khc, trong thi gian p dng ch ti buc
thc hin ng hp ng, bn b vi phm c quyn yu cu bi thng thit hi
v pht vi phm nhng khng c p dng cc ch ti khc.
2. Trng hp bn vi phm khng thc hin ch ti buc thc hin ng hp
ng trong thi hn m bn b vi phm n nh, bn b vi phm c p dng
cc ch ti khc bo v quyn li chnh ng ca mnh.

i u 300. Pht vi phm
Pht vi phm l vic bn b vi phm yu cu bn vi phm tr mt khon tin
pht do vi phm hp ng nu trong hp ng c tho thun, tr cc trng
stated in the contract from another seller or provider for substitution and the
breaching party must bear the price difference and relevant expenses, if any; or
may rectify defects of the goods or shortcomings of the services by itself, and
the breaching party must pay actual and reasonable expenses for the
rectification.
4. The aggrieved party shall have to receive goods or services and make
payments therefor if the breaching party has fulfilled all obligations according
to Clause 2 of this Article.
5. Where the breaching party is the purchaser, the seller may request the
purchaser to pay for and receive goods or fulfill other obligations stipulated in
the contract and provided for in this Law.

Article 298.- Extension of time limit for performance of obligations
In case of specific performance of a contract, the aggrieved party may extend
the time limit for a reasonable period for the breaching party to perform its
contractual obligations.


Article 299.- Relationship between the remedy of specific performance of
contracts and other remedies
1. Unless otherwise agreed, during the period of application of specific
performance of a contract, the aggrieved party may claim for damages and
fines to be paid but must not apply other remedies.
2. If the breaching party fails to carry out the remedy of specific performance
of a contract within the time limit set by the aggrieved party, the aggrieved
party may apply other remedies in order to protect its legitimate rights.

Article 300.- Fine for breach
Fine for breach means a remedy whereby the aggrieved party requests the
breaching party to pay an amount of fine for its breach of a contract, if so
38

hp min trch nhim quy nh ti iu 294 ca Lut ny.


i u 301. Mc pht vi phm
Mc pht i vi vi phm ngha v hp ng hoc tng mc pht i vi
nhiu vi phm do cc bn tho thun trong hp ng, nhng khng qu 8% gi
tr phn ngha v hp ng b vi phm, tr trng hp quy nh ti iu 266
ca Lut ny.

i u 302. Bi thng thit hi
1. Bi thng thit hi l vic bn vi phm bi thng nhng tn tht do hnh
vi vi phm hp ng gy ra cho bn b vi phm.
2. Gi tr bi thng thit hi bao gm gi tr tn tht thc t, trc tip m bn
b vi phm phi chu do bn vi phm gy ra v khon li trc tip m bn b vi
phm ng l c hng nu khng c hnh vi vi phm.


i u 303. Cn c pht sinh trch nhim bi thng thit hi
Tr cc trng hp min trch nhim quy nh ti iu 294 ca Lut ny,
trch nhim bi thng thit hi pht sinh khi c cc yu t sau y:
1. C hnh vi vi phm hp ng;
2. C thit hi thc t;
3. Hnh vi vi phm hp ng l nguyn nhn trc tip gy ra thit hi.

i u 308. Tm ngng thc hin hp ng
Tr cc trng hp min trch nhim quy nh ti iu 294 ca Lut ny, tm
ngng thc hin hp ng l vic mt bn tm thi khng thc hin ngha v
agreed in the contract, except for cases of liability exemption specified in
Article 294 of this Law.

Article 301.- Fine level
The fine level for a breach of a contractual obligation or the aggregate fine
level for more than one breach shall be agreed upon in the contract by the
parties but must not exceed 8% of the value of the breached contractual
obligation portion, except for cases specified in Article 266 of this Law.

Article 302.- Damages
1. Damages means a remedy whereby the breaching party pays compensation
for the loss caused by a contract-breaching act to the aggrieved party.
2. The value of damages covers the value of the material and direct loss
suffered by the aggrieved party due to the breach of the breaching party and the
direct profit which the aggrieved party would have earned if such breach had
not been committed.

Article 303.- Grounds for liability to pay damages
Except for cases of liability exemption specified in Article 294 of this Law,
liability to pay damages shall arise upon existence of all of the following
elements:
1. Breach of the contract;
2. Material loss;
3. Act of breaching the contract is the direct cause of the loss.

Article 308.- Suspension of performance of contracts
Except for cases of liability exemption specified in Article 294 of this Law,
suspension of performance of a contract means a remedy whereby a party
temporarily ceases the performance of its contractual obligations in one of the
39

trong hp ng thuc mt trong cc trng hp sau y:
1. Xy ra hnh vi vi phm m cc bn tho thun l iu kin tm ngng
thc hin hp ng;
2. Mt bn vi phm c bn ngha v hp ng.


i u 309. Hu qu php l ca vic tm ngng thc hin hp ng
1. Khi hp ng b tm ngng thc hin th hp ng vn cn hiu lc.
2. Bn b vi phm c quyn yu cu bi thng thit hi theo quy nh ca
Lut ny.



i u 310. nh ch thc hin hp ng
Tr cc trng hp min trch nhim quy nh ti iu 294 ca Lut ny, nh
ch thc hin hp ng l vic mt bn chm dt thc hin ngha v hp ng
thuc mt trong cc trng hp sau y:
1. Xy ra hnh vi vi phm m cc bn tho thun l iu kin nh ch
hp ng;
2. Mt bn vi phm c bn ngha v hp ng.


i u 311. Hu qu php l ca vic nh ch thc hin hp ng
1. Khi hp ng b nh ch thc hin th hp ng chm dt t thi im mt
bn nhn c thng bo nh ch. Cc bn khng phi tip tc thc hin ngha
v hp ng. Bn thc hin ngha v c quyn yu cu bn kia thanh ton
hoc thc hin ngha v i ng.
following cases:
1. Upon commission of a breaching act which serves as a condition for the
suspension of performance of the contract as agreed upon by the
2. Upon a substantial breach of contractual obligations by a party.


Article 309.- Legal consequences of suspension of performance of
contracts
1. Contracts which are suspended from performance are still in full force and
effective.
2. Aggrieved parties are entitled to claim damages according to the provisions
of this Law


Article 310.- Stoppage of performance of contracts
Except for cases of liability exemption specified in Article 294 of this Law,
stoppage of performance of a contract means a remedy whereby a party
terminates the performance of its contractual obligations in one of the
following cases:
1. Upon commission of a breaching act which serves as a condition for
stoppage of the performance of the contract as agreed upon by the parties;
2. Upon a substantial breach of contractual obligations by a party.

Article 311.- Legal consequences of stoppage of performance of
contracts
1. Where a contract is stopped from performance, it shall be terminated from
the date when one party receives the notice on stoppage The parties shall not
have to further perform the contractual obligations. A party that has performed
its contractual obligations may request the other party to pay or perform its
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2. Bn b vi phm c quyn yu cu bi thng thit hi theo quy nh ca
Lut ny.


i u 312. Hu b hp ng
1. Hu b hp ng bao gm hy b ton b hp ng v hy b mt phn
hp ng.
2. Hy b ton b hp ng l vic bi b hon ton vic thc hin tt c cc
ngha v hp ng i vi ton b hp ng.
3. Hy b mt phn hp ng l vic bi b thc hin mt phn ngha v hp
ng, cc phn cn li trong hp ng vn cn hiu lc.
4. Tr cc trng hp min trch nhim quy nh ti iu 294 ca Lut ny,
ch ti hy b hp ng c p dng trong cc trng hp sau y:
a) Xy ra hnh vi vi phm m cc bn tho thun l iu kin hy b hp
ng;
b) Mt bn vi phm c bn ngha v hp ng.


i u 313. Hu b hp ng trong trng hp giao hng, cung ng dch v
tng phn
1. Trng hp c tho thun v giao hng, cung ng dch v tng phn, nu
mt bn khng thc hin ngha v ca mnh trong vic giao hng, cung ng
dch v v vic ny cu thnh mt vi phm c bn i vi ln giao hng, cung
ng dch v th bn kia c quyn tuyn b hu b hp ng i vi ln giao
hng, cung ng dch v.
2. Trng hp mt bn khng thc hin ngha v i vi mt ln giao hng,
cung ng dch v l c s bn kia kt lun rng vi phm c bn s xy ra
i vi nhng ln giao hng, cung ng dch v sau th bn b vi phm c
quyn tuyn b hu b hp ng i vi nhng ln giao hng, cung ng dch
v sau , vi iu kin l bn phi thc hin quyn ny trong thi gian hp
reciprocal obligations.
2. The aggrieved party may claim damages according to the provisions of this
Law.

Article 312.- Cancellation of contracts
1. Cancellation of a contract include; cancellation of part of a contract or
cancellation of the entire contract.
2. Cancellation of the entire contract means the complete annulment of the
performance of all contractual obligations for the entire contract.
3. Cancellation of part of a contract means the annulment of the performance
of some contractual obligations while other parts of the contract are still valid.
4. Except for cases of liability exemption specified in Article 294 of this
Law, the remedy cancellation of contracts shall be applied in the following
cases:
a/ Upon commission of a breaching act which serves as a condition for the
cancellation of the contract as agreed upon by the parties;
b/ Upon a substantial breach of contractual obligations by a party.

Article 313.- Cancellation of contracts in case of delivery of goods or
provision of services in installments
1. Where there is an agreement on delivery of goods or provision of services
in installments, if one party fails to perform its obligation for the delivery of
goods or provision of services and such failure constitutes a substantial breach
in that time of delivery of goods or provision of services, the other party shall
have the right to declare the cancellation of the contract for such delivery of
goods or provision of services.
2. Where the failure of a party to perform its obligation for a delivery of
goods or a provision of services serves as the basis for the other party to
conclude that a substantial breach of the contract shall happen in subsequent
deliveries of goods or provisions of services, the aggrieved party shall have the
41

l.
3. Trng hp mt bn tuyn b hu b hp ng i vi mt ln giao
hng, cung ng dch v th bn vn c quyn tuyn b hu b hp ng i
vi nhng ln giao hng, cung ng dch v thc hin hoc s thc hin sau
nu mi quan h qua li gia cc ln giao hng dn n vic hng ho
giao, dch v cung ng khng th c s dng theo ng mc ch m cc
bn d kin vo thi im giao kt hp ng.



i u 314. Hu qu php l ca vic hu b hp ng
1. Tr trng hp quy nh ti iu 313 ca Lut ny, sau khi hu b hp
ng, hp ng khng c hiu lc t thi im giao kt, cc bn khng phi
tip tc thc hin cc ngha v tho thun trong hp ng, tr tha thun v
cc quyn v ngha v sau khi hu b hp ng v v gii quyt tranh chp.
2. Cc bn c quyn i li li ch do vic thc hin phn ngha v ca
mnh theo hp ng; nu cc bn u c ngha v hon tr th ngha v ca h
phi c thc hin ng thi; trng hp khng th hon tr bng chnh li
ch nhn th bn c ngha v phi hon tr bng tin.
3. Bn b vi phm c quyn yu cu bi thng thit hi theo quy nh ca
Lut ny.


i u 315. Thng bo tm ngng thc hin hp ng, nh ch thc hin hp
ng hoc hu b hp ng
Bn tm ngng thc hin hp ng, nh ch thc hin hp ng hoc hu b
hp ng phi thng bo ngay cho bn kia bit v vic tm ngng, nh ch
hoc hu b hp ng. Trong trng hp khng thng bo ngay m gy thit
hi cho bn kia th bn tm ngng thc hin hp ng, nh ch thc hin hp
ng hoc hu b hp ng phi bi thng thit hi.
right to declare the cancellation of the contract for subsequent deliveries of
goods or provisions of services, provided that such party must exercise that
right within a reasonable period of time.
3. Where a party has declared the cancellation of a contract for a single
delivery of goods or provision of services, such party shall still have the right
to declare the cancellation of the contract for a delivery of goods or provision
of services that has been conducted or will be conducted subsequently if the
interrelation between the deliveries of goods makes the delivered goods or
provided services unable to be used for the purposes intended by the parties at
the time they enter into the contract.

Article 314.- Legal consequences of cancellation of contracts
1. Except for cases specified in Article 313 of this Law, following the
cancellation of a contract, such contract shall be invalid from the time it is
entered into, and the parties shall not have to continue performing their
contractual obligations, except for their agreements on their post-cancellation
rights and obligations and resolution of disputes.
2. The parties shall have the right to claim benefits brought about by their
performance of their contractual obligations. Where both parties have
indemnity obligations, their obligations must be performed concurrently.
Where it is impossible to make the indemnity with benefits which one party
has enjoyed, the obliged party must make the indemnity in cash.
3. Aggrieved parties are entitled to claim damages according to the provisions
of this Law.

Article 315.- Notification of suspension of performance of contracts,
stoppage of performance of contracts or cancellation of contracts
A party that suspends the performance of a contract, stops the performance of
a contract or cancels a contract must immediately notify the other party of such
suspension, stoppage or cancellation. Where a failure to do so causes a loss to
the other party, the party that suspends the performance of the contract, stops
the performance of the contract or cancels the contract must pay damages.
42


i u 316. Quyn yu cu bi thng thit hi khi p dng cc ch ti
khc
Mt bn khng b mt quyn yu cu bi thng thit hi i vi tn tht do vi
phm hp ng ca bn kia khi p dng cc ch ti khc.

Article 316.- Right to claim damages when other remedies have been
applied
A party shall not lose its right to claim damages for the loss caused by a
contract breach by the other party when other remedies have been applied.