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SHORT ANSWER

1. What are the differences between penalty and liquidated damage?


Liquidated damages
Normally the seller and the buyer agree a fair figure, a lump sum
to be paid per day (or week or month) of late delivery. The
Compensation fixed in advance
-MOTIVATE: To compensate the buyer fairly for any delay
delivery
-Enforceable everywhere but subject to increase or decrease in
some legal systems
Penalties (> lump sum)
Damages are paid to compensate one party for
a loss.
-MOTIVATE: To terrorize the exporter into
punctual delivery
-Not enforceable in English law or oth
er common law system
2. What are the special features of a marine Bill of lading?
- The marine bill of lading is special; if the parties so wish, it can be made a negotiable doc; in other words,
it can be bought or sold. The word Order makes the bill of lading negotiable. That means the shipper
must endorse the bill by signing it on the back. To be acceptable as a shipping document under a letter
of credit, it must bear the notation that the goods have been shipped on board a named vesse
3. How does LC protect both buyer and seller?
- Autonomy: L/C is an agreement by a bank to pay money against docs. The bank is obliged to pay-
whatever the disputes btw the buyer and the exporter.
- Strict compliance: The bank will pay only if the shipping docs are exactly in line with the buyers
instructions
4. What are the differences between time LC and deferred payment LC?
- Deferred payment LC : after delivery, shipper forward documents to the importer bank, while a
sight draft is presented at a later date;
- Khc nhau vi ng bn: Time draft : after delivery, shipper forward documents to the importer bank,
but instead of paying the seller, the bank accepts the draft - making it a banker's acceptance - and return
it to the seller. This banker acceptance have liquidity while deffered payment don't have this characteristi

5. What are the differences between revocable LC and stand by LC?
revocable LC is an LC which can be amended or cancelled without notifying to any party.
Standby LC is an LC for assuring one party perform the contract. If Buyer perform their
duty, standby LC is automatically cancelled. If Buyer not, issuing bank of Standby LC has
the duty to pay
6. What are the similarities and differences between a guarantee and a warranty?
- Warranty: A commitment of the seller to take certain actions in case of defects
- Guarantee: is a triangle rlt btw principal (Buyer), beneficiary (Seller) and the bank in which the guarantor
promise to pay money to the beneficiary if the principle breaks its promise.
7. What are the principles of an enforceable contract?
- An enforceable contract is any legal contract which carries the force of law behind it. It is a legal
agreement between two parties which is legal binding. An enforceable contract is any legal agreement
between two parties which is not restricted by any laws.
8. What are five steps in negotiating delivery?
- 1: Timing
- 2: Location
- 3: Transportation
- 4: Risk, title and insurance
- 5: Terms of trade
9. When is delay in payment excused?
- In grace period
10. What are implied warranties?
- Implied warranties of conformity with contract.
- Implied warranties of merchantable quality
- Implied warranties of conformity of fitness for intended purpose
11. When can either party to contract terminate the contract?
- When either party to contract pursuant to a power created by agreement or law puts an end to the
contract.
12. Among the popular methods of payment, which method is most preferred by the Seller? Why?
- Advance pmt => L/C => Bill for collection => Open acc
13. What are the differences between penalty and quasi indemnity?
Penalties (> lump sum)
Damages are paid to compensate one party for a
loss.
-MOTIVATE: To terrorize the exporter into punctual
delivery
-Not enforceable in English law or oth
er common law system
Quasi-indemnity (<lump sum)
MOTIVATE: To relieve the exporter of liability for delay
in delivery
-Enforceable everywhere but open to challenge as
unconscionable
14. What is the danger in isuing a standby LC?
- When the third party fails to exercise transaction => The issuer will have loss

1. The five steps in negotiating delivery
The principle
The exporter and the buyer should negotiate delivery
systematically, making all necessary decisions and
discussing how they will solve any problems that may
arise.
In more depth
Negotiating terms of delivery means working
systematically, making sure that all foreseeable
problems are discussed and approaches to solving such
problems are agreed.
Step 1: Timing: When
-The date of delivery: the key to many contract events,
(marker to consider payment time, risk and title passing,
delay compensating, etc. )
- Triggers contract events: Exporter fulfill his primary duties
under the contract, pmt normally becomes due,; risk, often
the title,pass to the buyer; delay- any compensation to be
paid by the exporter
Although most negotiators fix this date, they often forget
the What-if?
-Excused delay: in the Grace period, due to force majeure.
-Unexcused delay: If the contract provides no answers,
then the answers are found in the applicable law.
Accordingly, good negotiators regulate such matters in
their agreement.
a. Naming the date
-The simplest way to name the delivery date is to use a
clear calendar date.
-But in complicated cases, common precondition of
timing are usually:
Receipt of import and/or export approval
Receipt of foreign exchange approval from the central
bank
Insurance of a letter of credit or bank guarantee
Making a down-payment be the buyer
Insurance of insurance-policy
Insurance of a certificate of origin
Delivery of the buyer of plans, drawing or other
documentation.
-Signature date (Date of execution) -> Date of coming
into Force: the contract is binding
Date of coming into Force=> Delivery date: The contract
is binding and effective
b. Timing and Time is of the Essence clauses
Sometimes, punctuality is essential
c. Grace period brings benefit to both parties: early delivery
is possible, the buyer gets the goods and the seller receives
the payment
3 Outcomes of Force Majeure: Resumption of delivery,
orderly termination of the contract, unclear and dangerous
situation
d. Unexcused delay and the Buyers Remedies
If one party to a contract causes harm or loss to the other,
then the law will find the way to redress this harm or loss.
Common law prefers to award damages, while Civil law
usually enforce performance.

Step 2: Location:
Place of delivery: is the point at which the exporter
passes responsibility for the Goods to the Buyer.
Delivery can take place at a number of places between
manufacturers factory and the Buyers warehouse.
Fair principle: Control and responsibility go together.
IMPORTANT:chuyen giao right + ownership, date of
payment ( depend of date and time of delivery)
Step 3: Transport
For the goods to arrive safely, correct packaging and
shipping marks are essential.
(claims arising from delay or damage can be settled only if
it is clear who is responsible for packing or marking.)
Whatever means of transport is chosen, correct
documentation is essential
Transport is important depends on:Appropriate type, Cost
MODE: Sea, Air, Inland (road, rail, barge, mail, mixture)
Step 4: Transfer of risk, transfer of ownership, insurance
(Risk of loss/damage, goods cause harm to 3
rd
party
Risks are transferred at the point of delivery, and this is
standard arrangement under the Incoterms.
In international trade, the signature of the contract and
final payment are often widely separate. And transfer of
ownership can take place at any point between them.

Name types of Insurance policy?
- Floating policy
- Open cover
- Valued policy
- Unvalued policy
- Time policy
- Voyage policy
Claused document >< clean doc: The remarks in Claused
doc make it unacceptable to a bank

Under CIF term, the seller is only required to obtain
insurance on minimum coverage (cargo clause C:
designed for insuring bulk cargo, textiles, paper or other
high risk cargoes). Insurance cover normally: value+ 10%
Certificate of insurance: cover all the exporters
shipments over a period of time (>< full policy: issued for
an individual consignment if the buyer want this)
Letter of insurance: Letter from the exporter to the
buyer stating that the goods are insured. It has no legal
force except as evidence in a law suit against the
exporter.

E,R Term: Loading port
C,D Term: Destination port
Floating policy & Open cover are identical in terms of the
insurance cover offered. Open cover is more preferred by
logistic.
Floating policy : is set up for a particular time,
automatically expires unless renewed.
Open cover: open-ended, does not expire, although there
are provisions for cancellation on due notice => more
convenient. Open cover is not an insurance policy at all.
Normally the insured simple create a Cer of Insurance with
the knowledge that if he wants a policy he can get one at
any time => this arrangement less formal, less time-
consuming but extremely reliable=> attraction for the
exporter.
Principal of insurance : a contract of marine insurance is a
contract based upon the utmost good faith, and, if the
utmost good faith be not observed by either party, the
contract may be avoided by other party


Step 1: Mode of Payment
Step 2: Timing
Step 3: Place of payment
Step 4: Delay - what delay in payment is excusable?
Step 5: Results of delay
Step 1: Mode of Payment
There are four common modes of payment:
1. Payment on open account with no security:
2. Payment on open account secured by export
credit insurance:
3. Payment on open account secured by a payment
guarantee: the buyer pays money to a bank to
receive a bank guarantee.
4. Payment by letter of credit
Step 2: Timing
This step determines the date of payment.
The date of payment may be regulated date or a chain of
dates (calendar dates or interval times)

Step 3: Place of payment
This step determines where the money must be before
payment is to be completed


Step 4: Delay - what delay in payment is excusable?
Delay in payment may be excused during a grace period
(not common) or a force majeure event (more common).
But most exporters do not want to excuse these delays
and any payment made after the agreed date of payment
is in delay.

Step 5: Results of delay
When delay in payment happens the exporter is usually
compensated for losses due to late payment.
-The exporter may ask for a payment guarantee which
makes sure payment is made on time.
-The best solution to get rid of delay is to create a
payment article in the sale contract which makes late
payment is impossible.
In the international trade, the exporter may face a lot of
risks and one of the significant ones is non-payment.
There are two main ways that the exporter can use to
reduce this risk. One is export credit insurance and the
other is bank guarantee. (Payment insurance)

Calculate export price: Production cost, Overhead cost ,
extra cost, Profit margin

Extra cost: Direct additional cost, intangible
management cost, cost of capital
1.Export credit insurance
Export credit insurance allows exporter to recover the
major part of the contract price if the buyer fails to pay
after six months. To buy such insurance, the exporter
must explain the detail of the business to an insurance
company and receive a quotation.
- If the insurer refuses to pay, it may mean that
there are some problems in the exporter or
importer. The exporter has to pay an export
insurance premium which depends on many
factors, such as the type of goods exported, the
creditworthiness of the buyer, the political
stability of the importers country.
- some limitations: the exporter has to wait for a
long time to be compensated and the
compensation is unlikely to cover 100% of the
invoice price.
Payment guarantee
In this method, the buyer may ask for a bank guarantee
which means that the bank will pay the contract price if
the buyer fails to do so.
Guarantees are commonly used in four business
situations, as the following:
Risk 1: Non-payment =>Payment guarantee
(usually for 100% of the contract price)
Risk 2: Revocation => Tender guarantee
in case that the exporter who bids on a contract to supply
goods or materials to a government department or
agency is withdrawn, usually from 1.5% to 5%
Risk 3: Non-performance=>Performance guarantee
5% to 10%
Risk 4: Losing Prepayment=>Prepayment guarantee
This guarantee promises the buyer that the bank will
return advance payments if the exporter fails to deliver.
The guarantee is often for 100% of the prepayment.

1. Why payment in international trade tightly
controlled?
- Trust is rare
- Court is far away and unpredictable
3. What are methods of payment in small purchases?
- Cash on delivery
- Cash against invoice
- Cash with order
8. What are the two main elements in payment?
- Time
- Structure
9. What does the exporter have to suffer from late
payment?
- Bank interest
10. What is an incentive for early payment?
- A discount
14. What kind of method of payment makes late
payment impossible?
- The confirmed, irrevocable, at- sight L/C
15. What may reduce risk for exporters?
Exporter may reduce risk by spreading risk with the third
party.
16. In order to take out non- payment risk insurance,
what does the exporter have to do?
- Contact an insurance company and explain the details of
the business, applies for a quotation from the insurance.

17. What can we imply when the insurance company
18. What does the insurance premium depend on?
- The type of the goods
- The creditworthiness of the buyer
- The stability of the buyer country and so on.
19. What is the guarantee triangle?
- That is the relationship of the principal, guarantor and
beneficiary in terms guarantee.
. Name types of L/C you know?
- Revocable Irrevocable
refuses to offer an insurance quotation?
- The insurance company knows the buyer
uncreditworthiness
- The business is risky.

- Confirmed- Unconfirmed
- At- sight L/C
- Back to back L/C
- Revolving L/C



I:
I. Translate to VNese
1. In the case of loss or damage after goods landed at port of arrival all by the Buyer shall be made claim for
quantity must be presented two month after arrival of goods at Saigon Port, claim for quality within three month after
the goods at Saigon Port, and shall be confirmed in writing together with survey report of the goods inspection office of
the VINACONTROL. The survey report of VINACONTROL should be regards as final.
Trong trng hp mt mt hoc thit hi ca hng ha sau khi chuyn ln cng ch, ngi bn s phi
a ra khiu ni v s lng trong vng 2 thng, khiu ni v cht lng trong vng 3 thng k t khi hng ti cng
si gn, v khiu ni phi c xc nhn bng vn bn gi km vi bo co gim nh hng ha ca i din
Vinacontrol. Bo co ny ca Vinacontrol s c coi l bn gim nh cui cng.
2. All income taxes, value added taxes, customs duties, excise charges, stamp duties or other fees levied by any
government, governmental agency or similar authority shall be borne exclusively by the party against whom they are
levied. All taxes, customs and other duties levied in Vietnam on the contracted Products shall be for BUYERs account.
Tt c thu thu nhp, thu gi tr gia tng, thu hi quan, thu tiu th c bit, thu ng du hoc nhng
khon ph khc do chnh ph, c quan chnh ph hoc nhng c quan tng t nh thu s do bn b nh thu
chu mt mnh. Tt c cc loi thu Vit Nam nh vo hng ha trong hp ng do ngi bn tr.
3. Any dispute regarding the financial matters shall be settled by the said auditors who in settling the matter
shall act as an expert and not as arbitrators, unless otherwise agreed by Parties in writing. All payments shall be made by
the Principal to the Consultants bank account in Vietnam dongs, unless otherwise mutually agreed by the Parties.
Bt c tranh chp no lin quan n vn ti chnh s c gii quyt bi cc nh kim ton ni trn,
nhng ngi khi gii quyt vn s ng vai tr nh cc chuyn gia, khng phi trng ti tr khi c hai bn
thng nht bng vn bn theo cch khc. Tt c cc khon thanh ton s c Bn thu t vn tr vo ti khon ng
Vit Nam ca Bn t vn tr khi cc bn c tha thun chung khc.
I. Translate into English
1. Bt c khon cc ph vn ti mi, hoc b sung hoc tng ln, cc khon ph ph, thu, thu hi quan,
nhng khon ph khc do chnh ph nh thu hoc ph bo him, nhng khon c th pht sinh cho Ngi bn lin
quan n hng ha sau khi k kt Hp ng ny, th s tnh tin vi Ngi mua v c Ngi mua hon tr li cho
Ngi bn khi c yu cu.
Any new, additional or increased freight rates, surcharges, taxes, customs duties, other charges levied by
the government or insurance premiums, which may be incurred by SELLER with respect to the Goods after the
conclusion of this Contract, shall be for BUYERs account and reimbursed to SELLER by BUYER on demand.
2. If BUYER fails to pay for the contracted Goods, BUYER shall pay SELLER liquidated damages but not a penalty
for overdue interest at the rate of the lower of 18% per annum or the maximum interest rate permitted by the law of
BUYERs country, calculated from the due payment date until the actual payment date on 360-day-a-year basis for the
actual number of days elapsed.
Nu Ngi mua khng thanh ton cho hng ha theo Hp ng, Ngi mua s phi tr Ngi bn mt
khon li sut qu hn nh l bi thng thit hi, ch khng phi mt khon pht, tnh theo t l thp hn
18%/nm hoc t l li sut ti a theo lut ca nc Ngi mua, tnh t ngy n hn tr tin cho ti ngy thc tr
trn c s 360 ngy/nm cho s ngy qu hn.
II:
I. Translate into Vietnamese
1. In the event of inappropriate or improper use, incorrect storage, erroneous assembly or start-up by the Buyer
or third parties, natural wear and tear, erroneous or negligent handling, improper maintenance, use of inappropriate
operating resources, defective construction work, or chemical, or electrical influences for which Manufacturer is not
responsible, the Buyer is not entitled to claim against Manufacturer under warranty.
Trong trng hp ngi mua hay bn th 3 s dng khng ng hng dn, bo hnh khng ng quy
cch, vn hnh hay lp rp sai, sn phm b hao mn t nhin, xp d li hay cu th, bo hnh khng ng hng
dn, ngun vn hnh s dng khng thch hp, cng trnh xy dng c khim khuyt hoc tc nhn ha hc, in m
nh sn xut khng chu trch nhim, ngi bn s khng c quyn khiu ni yu cu bo hnh t pha nh sn xut.
2. Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims,
suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, and expenses alleged or
incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of its employees,
agents, and invitees in the exercise of the indemnifying partys rights or the performance or observance of the
indemnifying partys obligations under this agreement.
Mi bn s bi thng, bo v v gi cho bn kia khng b thit hi t v i vi bt kz v tt c cc khiu
ni, kin tng, yu cu, nh gi, hay phn quyt i quyn li, v bt c hay tt c cc tn tht, trch nhim, thit
hi v ph tn phi chu hoc pht sinh lin quan ti bt c hot ng, hnh ng hay thiu st no ca bn bi
thng hay bt c nhn vin, i l v khch mi trong vic thc thi cc quyn ca bn bi thng hay vic thc
hin hay tun th cc trch nhim ca bn bi thng theo bn hp ng ny.
3. Any dispute between the Parties as to the performance of this CONTRACT or the rights or liabilities of the
Parties herein, or any matter arising out of the same or connected therewith, which cannot be settled amicably shall be
settled by arbitration. Each of the Parties hereto shall be entitled to appoint one arbitrator and the third arbitrator shall
be appointed jointly by the Parties.
Bt c tranh chp no gia cc bn v vic thc hin hp ng cng nh quyn hoc ngha v ca cc bn,
hoc bt c vn g pht sinh t nhng tranh chp , m khng th dn xp mt cch thn thin s c gii
quyt bi trng ti. Mi bn y s c quyn ch nh mt trng ti v v trng ti th ba s c ch nh bi c 2
bn
II. Translate into English
1. Trong qa trnh giao nhn, chy th nu bn A pht hin nhng thit b khng ng chng loi, hoc b h
hng so vi cc thng s k thut c nu ph lc 2 ca hp ng th bn A s tin hnh nim phong thit b v
thng bo cho bn B trong vng 24 gi.
During delivery and operation, if party A finds out the equipment which are not of the category or
damaged under specifications stated in Annex 2 of the contract, party A shall conduct a sealed equipment and notify
party B within 24 hours.
III:
I. Translate the following sentences into Vietnamese:
1. Seller shall use its reasonable efforts to deliver the Goods to Buyer on or before 20 June 2011, delivery shall
be made by air freight to Buyer at the specified address. If the delivery is not made within 45 days of the scheduled
delivery date, other than because of the fault of Buyer or by force majeure as set forth in Section 4.1, Buyer may cancel
its purchase of the Goods. All transportation, shipping and handling charges shall be paid by Buyer. Buyer bears all risk of
loss or damage to the Goods after the Goods have been received by Buyer.
NB s c nhng n lc hp l{ giao hng cho NM vo hoc trc ngy 20-6-2011, giao hng c thc
hin bng ng hng ko chuyn ti NM ti 1 a ch nht nh. Nu vic giao hng ko dc thc hin trong vng 45
ngy theo thi gian giao hng dc quy nh, khng phi do li NM hoc do bt kh khng dc quy nh theo mc 4.1,
NM co th hy vic mua hng. Ph vn ti, giao hng v bc d s do NM chu. NM s chu mi ri ro v tn tht hay
mt mt i vi hng ha sau khi NM nhn hng.
2. Seller shall be responsible for and shall protect, defend, indemnify and hold harmless Buyer from and against
any and all claims, liabilities, costs, damages and expenses of every kind, with respect to injury or death or damage to or
loss of property of any person employed by Seller arising during and/or as a result of the performance of this Contract.
NB s chu trch nhim bo v, bi thng, khng lm phng hi n NM i vi bt c khiu ni, trch
nhim php l, chi ph, tin bi thng v mi chi ph lin quan ti thng vong, cht hoc tn tht, mt mt i vi
bt c ngi no do NB thu pht sinh trong khi v/hoc l do vic thc hin HD.
3. Seller warrants that the design, equipment and goods supplied under this Contract comply with the stated
specifications are free from defects in materials, free from defects in workmanship, fit and suitable for the purpose and
use for which they are intended as stated in this Contract.
NB bo m rng tht k, thit b v hang ha c cc theo HD ny tun theo quy cch dc quy nh
khng c khim khuyt v NVL, trnh tay ngh, ph hp vi mc ch v vic s dng dc quy nh trong HD.
4. Late Payments: Any amounts payable by Buyer hereunder which remain unpaid after the due date shall be
subject to a late charge equal to 1.5% per month from the due date until such amount is paid.
TT chm: bt c khon tin m NM phi tr di y m cha dc TT sau ngy o hn s tun theo mc
ph tr chm tng ng mc 1,5 %/thng tnh t ngy o hn n khi khon tin c TT.
IV:
I. Translate into Vietnamese
1. The Manufacturer shall be liable to pay penalty in the following cases specified as breach of contract:
- In the event of late delivery: The Manufacturer has to pay as liquidated damages 2.5% of the sum of
performance bond if the Manufacturer delays 15 working days or more from the planned time of shipment. If such delay
exceeds 30 days, liquidated damages amounting up to 5% of the sum of performance bond shall be due. In any event,
the total maximum claim during the execution of this contract is capped at 5% of the sum of the performance bond.
- In the event of shortage of quantity no penalty shall be due. Instead the Buyer shall be entitled to a reduction
of the Contract Price equalling the difference between the goods delivered and the goods the Manufacturer was liable
to deliver.
Nh sn xut phi chu pht trong nhng trng hp c coi l vi phm H sau y:
- Giao hng chm: Nh SX phi tr mt khon tin bi thng c quy nh trc bng 2.5% gi tr bo lnh
thc hin H nu nh SX giao hang chm 15 ngy lm vic k t ngy giao hang d kin. nu giao chm qu
30 ngy, nh SX s phi tr khon tin bi thng c quy nh trc bng 5% gi tr bo lnh thc hin
H. Trong mi trng hp, tng s tin bi thng trong thi hn ca H ny khng c vt qu 5% gi
tr bo lnh thc hin H.
- Giao hang thiu s khng b pht. Trong trng hp ny ngi mua c quyn i gim gi H tng
ng vi khon chnh lch gia s hang thc giao v s hang nh SX c trch nhim phi giao/l ra phi
giao.
2. In no event shall either party be liable to the other or any third party in contract, tort or otherwise for
incidental or consequential damages of any kind, including, without limitation, punitive or economic damages or lost
profits, regardless of whether either party shall be advised, shall have other reason to know or in fact shall know of the
possibility.
Mi bn khng phi chu trch nhim vi bn cn li hay bt k bn th ba no trong hp ng v sai lm
hay bt c loi no trong nhng thit hi bt ng hoc mang tnh h qu khc bao gm, nhng khng gii hn,
nhng thit hi v kinh t hay do b pht, hoc li nhun b mt, bt k l bn c c thng bo, hay bit c v
l do no khc hoc trn thc t lng trc c kh nng cc thit hi xy ra hay khng.
II. Translate into English
1. Hng c giao theo iu kin Giao hng ti xng. Khch hng s chu mi ri ro v trch nhim i vi
hng ha. Bt c s thiu hng, tn tht, mt mt phi c ngi chuyn ch bo ngay khi nhn hng. Theo nhu
cn c th, qu v c th yu cu ngi chuyn ch nhn hng hoc yu cu chng ti nhn hng. S la chn ca qu v
phi c thng bo kp thi cho chng ti.
The goods are delivered Ex- Works. The goods travel at the clients risk and responsibility. Any shortages,
losses or damage must be signaled at the moment of collection by the carrier. Based on your specific needs, you could
decide to ask the carrier in order to collect the goods or to delegate us to do this for you. Your option shall be due
informed to us.
2. Thanh ton cho ho n thng mi c thc hin vo hoc trc ngy th ba mi sau khi nhn c
hp ng. Nu ngy th ba mi ri vo ch nht hoc ngy l, ngy lm vic tip theo s c coi l ngy o hn
thanh ton. Khch hng c th t chi thanh ton i vi cc hng mc ang tranh chp cho n khi tranh chp c
gii quyt theo tho thun. Vic khch hng thanh ton khng lm mt i quyn khiu kin ca khch hng v bt k
mc no c lp ha n sau ny.
Payments of commercial invoiced items shall be made on or before the thirtieth (30th) day after receipt
thereof. If the thirtieth (30
th
) day falls on a Sunday or an announced public holiday, the next working day shall be
deemed to be the due day for payment. Payments in respect of disputed items may be withheld by Buyer until the
settlement of the dispute by mutual agreement. Payments made by Buyer shall not exclude the right of Buyer to
thereafter dispute any of the items invoiced.
3. Theo quy nh ti iu khon ny, ngha v ca ngi bn s bao gm nhng khng hn ch vic xin giy
php XNK, lm th tc thng quan hng ha cho nguyn vt liu, thit b, tu, linh kin, ph tng v cung cp cc chng
t cn thit cho vic xin giy php v lm th tc thng quan.
Seller's obligations under this Article shall include, without limitation, obtaining all necessary or
appropriate import and export licenses and Customs clearances for materials, tools, vessel, parts and spares, and
equipment and providing all documentation in support of such licenses and clearance.

V:
I. Translate the following passages into Vietnamese: (6 points)
Warranty, maintenance:
All equipment and accessories under the Sellers scope of responsibility will be within 12 months warranty by
the Manufacturer from the date of Final Acceptance Report, but not exceeding 14 months from the date on Bill of
Lading. For consumable items (vt t tiu hao), components and spare parts, Manufacturers warranty conditions apply.
During the warranty period, the Seller is responsible for technical support to help the Buyer in solving technical
problems if the Goods show any defects. The first line of technical support shall be by telephone and/or email.
In the event of inappropriate or improper use, incorrect storage, erroneous assembly or start-up by the Buyer or
third parties, natural wear and tear, erroneous or negligent handling, improper maintenance, use of inappropriate
operating resources, defective construction work, or chemical, or electrical influences for which Manufacturer is not
responsible, the Buyer is not entitled to claim against Manufacturer under warranty.
Indemnity:
Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims,
actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and
expenses (including, without limitation, attorneys fees, accounting fees, and investigation costs to the extent permitted
by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or
any of its employees, agents, and invitees in the exercise of the indemnifying partys rights or the performance or
observance of the indemnifying partys obligations under this agreement. Prompt notice must be given of any claim, and
the party who is providing the indemnification will have control of any defense or settlement.
Bo hnh, bo tr:
Tt c thit b v ph kin thuc trch nhim giao hang ca ngi bn c Nh sn xut bo hnh 12 thng
k t ngy ca Bo co chp nhn cui cng, tuy nhin khng c vt qu 14 thng k t ngy trn vn n. Vt
t tiu hao v ph kin c p dng iu kin bo hnh ca nh sn xut.
Trong thi gian bo hnh, ngi Bn chu trch nhim h tr k thut gip ngi Mua gii quyt cc vn
k thut nu hang ha c li. Cch/knh h tr k thut u tin l bng in thoi v/hoc email.
Ngi mua khng c quyn khiu ni Nh sn xut theo iu kin bo hnh nu ngi mua hoc bn th
ba s dng khng ng cch hoc khng hp l, bo qun khng ng cch, lp rp hoc khi ng c li, li hao
mn thong thng, vn hnh c sai st hoc bt cn, bo tr khng ng cch, s dng nguyn vt liu vn hnh
khng hp l, vic xy dng c li, do nh hng ca ha cht hoc dng in.

Bi thng
Mi bn s bi thng, bo v v gi cho bn kia khng b thit hi t v i vi bt kz v tt c cc khiu
ni, hnh ng, kin tng, yu cu, nh gi, hay phn quyt i quyn li, v bt c hay tt c cc thua thit, thit
hi, trch nhim, chi ph v ph tn (bao gm, nhng khng gii hn, cc chi ph lut s, chi ph k ton v cc chi ph
iu tra trong phm vi php lut cho php) phi chu pht sinh lin quan ti bt c hot ng, hnh ng hay thiu
st no ca bn bi thng hay bt c nhn vin, i l v khch mi trong vic thc thi cc quyn ca bn bi
thng hay vic thc hin hay tun th cc trch nhim ca bn bi thng theo bn hp ng ny. Thng bo ngay
phi c a ra i vi bt c yu cu no, v bn ang a ra bi thng s c s kim sot bt c vic bo v
hay thanh ton no.



VI:
I. Translate into Vietnamese
In this Clause, "Event of Force Majeure" means an event beyond the control of the Authority and the Operator,
which prevents a Party from complying with any of its obligations under this Contract, including but not limited to:
- act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
- war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or
embargo;
- rebellion, revolution, insurrection, or military or usurped power, or civil war;
- contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of
nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear
component of such assembly;
- riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the Supplier
or of his Subcontractors; or
- acts or threats of terrorism.
Trong khon ny, S kin bt kh khng c ngha l mt s kin nm ngoi tm kim sot ca nh chc
trch v nh iu hnh m s cn tr mt bn thc hin bt kz ngha v no di hp ng ny, bao gm nhng
khng gii hn:
- Thin tai (v d, nhng khng gii hn, chy, n, ng t, hn hn, thy triu v l lt);
- Chin tranh, th ch (d c tuyn chin hay khng), xm lc, hnh ng ca k th ngoi xm, tng
ng vin, trng dng hoc cm vn;
- Ni lon, cch mng, bo ng hoc th lc qun s hoc chim ot, hoc ni chin;
- Nhim c bi cc hot ng phng x t nng lng ht nhn, hoc t cht thi ht nhn t t chy
nhin liu ht nhn, v n cht c phng xa, hoc tnh nguy him khc ca nhng dy chuyn ht nhn
d n hoc thnh phn ht nhn ca nhng dy chuyn ;
- No ng, hn lon, nh cng,.., cm xng, ri lon, tr khi gii hn ch cho nhn vin ca nh cung
cp hoc nh thu ph; hoc
- Hnh ng hoc e da ca khng b.
II. Translate into English
T chi bo hnh
Phn mm giao theo H ny c cung cp nh hin ti/hin nhin m khng c bt kz h tr no khc.
Nh cung cp t chi bo hnh bt kz phn mm no m ngi mua c php s dng theo tha thun ny,
bao gm c cc bo hnh n v kh nng mua bn li v nhng mc ch c th ph hp no . Trong mi trng
hp nh cung cp s khng phi chu trch nhim v cc thit hi trc tip hay gin tip c bit no pht sinh t vic
mt quyn s dng, mt s liu hay thit hi li nhun do mt hnh ng theo hp ng, do l l hay cc hnh ng s
sut khc pht sinh trc tip hoc gin tip khi s dng cc phn mm c cp php theo tha thun ny.
Disclaimer of warranty
The software provided under this Agreement is furnished as is and without support of any kind whatsoever.
The Supplier disclaims all warranties with regard to any software licensed to the Purchaser under this
Agreement, including all implied warranties of merchantability and fitness for a particular purpose. In no event shall
the Supplier be liable for any special, indirect or consequential damages whatsoever resulting from loss of use, data
or profits, whether in an action of contract, negligence or other tortuous action, arising out of or in connection with
use or performance of any software licensed under this agreement.

VII:
I. Translate into English
Bi thng
Mi bn s bi thng, bo v v gi cho bn kia khng b thit hi t v i vi bt kz v tt c cc khiu ni,
hnh ng, kin tng, yu cu, nh gi, hay phn quyt i quyn li, v bt c hay tt c cc thua thit, thit hi,
trch nhim, chi ph v ph tn (bao gm, nhng khng gii hn, cc chi ph lut s, chi ph k ton v cc chi ph iu tra
trong phm vi php lut cho php) phi chu pht sinh lin quan ti bt c hot ng, hnh ng hay thiu st no ca
bn bi thng hay bt c nhn vin, i l v khch mi trong vic thc thi cc quyn ca bn bi thng hay vic
thc hin hay tun th cc trch nhim ca bn bi thng theo bn hp ng ny. Thng bo ngay phi c a ra
i vi bt c yu cu no, v bn ang a ra bi thng s c s kim sot bt c vic bo v hay thanh ton no.
Indemnify:
Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims,
actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and
expenses (including, without limitation, attorneys fees, accounting fees, and investigation costs to the extent
permitted by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the
indemnifying party or any of its employees, agents, and invitees in the exercise of the indemnifying partys rights or
the performance or observance of the indemnifying partys obligations under this agreement. Prompt notice must be
given of any claim, and the party who is providing the indemnification will have control of any defense or settlement.
II. Translate into Vietnamese
1. Neither the Authority nor the Operator shall be considered in breach of this Contract to the extent that
performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure
that arises after the Effective Date.
C nh chc trch v nh iu hnh u khng b coi l vi phm hp ng ti chng mc m s thc hin
ngha v tng ng ca h (khng bao gm ngha v thanh ton) b cn tr bi mt s kin bt kh khng pht sinh
sau ngy c hiu lc.
2. The Party (the Affected Party) prevented from carrying out its obligations hereunder shall give notice to the
other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party.
Mt bn (Bn b nh hng) b cn tr thc hin ngha v phi thng bo cho bn cn li v s kin bt
kh khng lng trc hoc c nhn thc bi bn b nh hng.
3. If and to the extent that the Operator is prevented from executing the Services by the Event of Force Majeure,
whilst the Operator is so prevented the Operator shall be relieved of its obligations to provide the Services but shall
endeavor to continue to perform its obligations under the Contract so far as reasonably practicable [and in accordance
with Good Operating Practices], [PROVIDED that if and to the extent that the Operator incurs additional Cost in so doing,
the Operator shall be entitled to the amount of such Cost.
Nu v n chng mc m ngi iu hnh b cn tr thc hin dch v bi mt s kin bt kh khng,
ngi iu hnh s c gii phng khi ngha v cung cp dch v nhng s c gng tip tc hon thnh ngha v
theo hp ng ti mt chng mc kh thi v theo Quy tc Vn hnh Tt, min l nu v ti chng mc m ngi
iu hnh b pht sinh thm chi ph v lm nh vy, ngi iu hnh s c quyn i vi nhng chi ph .
4. If and to the extent that the Operator suffers a delay during the Construction Period as a result of the Event of
Force Majeure then it shall be entitled to an extension for the Time for Completion in accordance with Sub-Clause.
Nu v n chng mc m ngi iu hnh phi chu chm tr trong khong thi gian xy dng do
nguyn nhn ca s kin bt kh khng th ngi s c quyn gia hn thi gian hon thnh theo iu khon ph.

Mt s cu dch khc:
1. Any dispute between the Parties as to the performance of this CONTRACT or the rights or liabilities of
the Parties herein, or any matter arising out of the same or connected therewith, which cannot be settled amicably shall
be settled by arbitration. Each of the Parties hereto shall be entitled to appoint one arbitrator and the third arbitrator
shall be appointed jointly by the Parties.
Bt c mu thun no gia cc bn lin quan n vic thc hin HD ny hoc n quyn v trch nhim
ca cc bn trong HD ny, hoc bt c vn no pht sinh lin quan ti hay pht sinh t nhng vn trn m
khng th gii quyt c mt cch n tha gia cc bn th s c gii quyt bng trng ti. Mi bn s ch nh 1
trng ti v cng ch nh 1 trng ti th 3.
2. The arbitration shall be held at Singapore. The award of the arbitrators shall be final and binding upon
the Parties. The costs of the arbitration shall be borne by the Party whose contention was not upheld by the arbitration
tribunals, unless otherwise provided in the arbitration award.
Trng ti s x ti Singapore. Phn quyt ca cc trng ti s mang tnh trung thm v rng buc cc bn.
Chi ph trng ti s do bn thua chu tr khi c quy nh khc v phn quyt trng ti.
3. Notwithstanding the foregoing, the Parties may agree that any particular matter of disputes can most
quickly be settled by an Expert. In that event, the Parties shall jointly prepare and sign a statement on the issue to be
determined by the Expert before agreeing upon the identity of the Expert.
Mc d c quy nh nh nu trn, cc bn c th ng rng bt kz vn c th tranh chp c th
gii quyt mt cch nhanh chng nht bi mt chuyn gia. Trong trng hp , cc Bn s cng chun b v k mt
tuyn b v vn ny c xc nh bi cc chuyn gia trc khi ng v danh tnh ca cc chuyn gia.
4. CONTRACTOR and its Sub-contractors shall be subject to the applicable law. If CONTRACTOR or its Sub-
contractors perform the Contract in breach of the law, then CONTRACTOR shall bear any additional costs of said
violation and correction thereof. "Law" includes any laws and any requirements, rules, or regulations of any relevant
authority.
Nh thu (NT) v nh thu ph (NTP) s tun theo lut p dng. Nu NT hoc NTP vi phm php lut th NT
s chu mi chi ph pht sinh ca vic vi phm nu trn v cc chi ph khc phc lin quan.Lut bao gm lut v cc yu
cu, cc quy tc, cc quy nh ca nh chc trch c thm quyn.
5. This Contract and all questions concerning its validity, interpretation and performance shall be governed
by the law of the Socialist Republic of Vietnam. This contract shall not include, incorporate or be subject to the
provisions of the United Nations Convention on Contracts for the International Sale of Goods.
HD ny v cc vn lin quan n tnh hiu lc, s din gii, thc hin s c iu chnh bi lut ca
nc CHXHCNVN. HD ny s khng bao gm, khng a vo, khng tun theo cc quy nh ca cng c LHQ v HD
mua bn hng ha quc t.
6. The Parties agree to the establishment and continuance of international telecommunications services
using Internet (including phone to phone calls and fax to fax calls) in accordance with the terms and the conditions set
forth in this Agreement which shall be collectively referred to as the Services.
Cc Bn nht tr v vic thnh lp v s tip tc ca cc dch v vin thng quc t bng cch s dng
Internet (bao gm c in thoi gi in thoi v fax fax cuc gi) ph hp vi cc iu khon v iu kin
c quy nh trong HD ny c gi chung l "Dch v".
7. This Agreement supersedes all prior agreements, promises, understandings, statements,
representations and warranties and embodies the Parties complete and entire agreement with respect to the subject
matter hereof. No statement or agreement, oral or written, made before the execution of this Agreement shall vary or
modify the written terms hereof in any way whatsoever.
HD ny thay th cho tt c cc tha thun trc, nhng li ha, s hiu bit, bo co, i din v bo m
v l tha thun ton b ca cc bn lin quan n vn ny. Khng c tuyn b hoc tha thun, bng ming hoc
bng vn bn, c thc hin trc khi thc hin HD ny s thay i hoc sa i cc vn bn cc iu khon ny
theo bt kz cch no.
8. WHEREAS, VTI is a telecommunications carrier duly authorized to provide international
telecommunications services to customers in Vietnam.
WHEREAS, VTI is a telecommunication carrier duly authorized to provide international telecommunications
services to customers.
WHEREAS, VTI desires to provide international telecommunication services using Internet for their customer.
XT RNG, VTI l mt nh cung cp dch v vin thng c php cung cp dch v vin thng quc t cho
khch hng ti Vit Nam.
XT RNG, VTI l mt nh cung cp dch v vin thng c u quyn hp php cung cp cc dch v vin
thng quc t cho khch hng.
XT RNG, VTI mong mun cung cp cc dch v vin thng quc t bng cch s dng Internet cho cc khch
hng ca h.
9. All notices shall be written in English and shall be hand delivery to the Parties at their business addresses
or to such other address as either Party may specify by notice to the other pursuant to this Section. All notices shall be
regarded as having been given if sent by hand.
Tt c cc Thng bo ny c vit bng ting Anh v c chuyn trc tip cho cc bn ti cc a ch
kinh doanh ca doanh nghip hoc a ch khc m cc bn thng bo cho bn kia theo Mc ny. Tt c cc thng bo
c coi l gi c nu c gi trc tip.
10. This Agreement shall be binding upon and serve the benefits of the Parties hereto and their respective
heirs, successors and shall not voluntarily or by operation of law assign, transfer, license, or otherwise transfer all of any
part of its right, duties or other interests in this Agreement or the proceeds thereof.
HD ny s rng buc v phc v li ch ca cc Bn tham gia HD v nhng ngi k nhim ca mnh, k
tha v khng t ng hoc theo quy nh ca php lut giao, chuyn nhng, giy php, hoc chuyn giao tt c
hoc mt phn quyn hn, nhim v ca mnh hoc cc quyn li khc trong HD ny hoc s tin thu c ca n.
11. This Agreement shall be deemed to come into force on the Effective Date and expire one year after the
Effective Date, unless earlier terminated as provided herein (Initial Term). This Agreement will be automatically
renewed on a month-to-month basis after the expiration of the Initial Term or any mutually agreed subsequent term.
HD ny c coi l c hiu lc vo ngy c hiu lc v ht hn mt nm k t ngy c hiu lc, tr khi
chm dt sm hn theo quy trong HD ny. (Thi hn ban u"). HD ny s c t ng gia hn trn c s theo
thng sau khi ht thi hn ban u hoc bt kz iu khon tho thun tip theo.
12. If either Party desires to cancel this Agreement upon the expiration of the Initial Term or any
subsequent term, it shall give the other Party written notice of its intent to cancel at least thirty (30) days prior to the
expiration of the current term.
Nu mt trong hai bn mun hy HD ny khi ht thi hn ban u hoc bt kz hn tip theo, bn s gi
cho Bn kia thng bo bng vn bn v { nh hy b t nht ba mi (30) ngy trc khi ht hn thi hn hin hnh.
13. Each Party may terminate this Agreement:
(a) if the other Party fails to fulfill any of its obligations under this Agreement;
(b) Either Party believes there has been an unusually high use of the Services;
(c) If the other Party is in breach of Section 17; and
(d) If the other Party becomes insolvent.
Mi Bn c th chm dt HD ny:
(a) nu Bn kia khng thc hin bt kz ngha v ca mnh theo HD ny;
(b) mt trong hai bn tin rng vic s dng cao bt thng cc Dch v;
(c) Nu Bn kia l vi phm iu 17; v
(d) Nu Bn kia mt kh nng thanh ton.
14. Termination due to default under this Sections shall be effective thirty days after written notice to the
defaulting Party if the default has not been cured within thirty day period. Upon termination of this Agreement for any
reason, each Party shall remain liable for those obligations that accrued prior to the date of such termination.
Chm dt do khng thc hin c theo mc ny s c hiu lc ba mi ngy, k t ngy thng bo bng
vn bn cho Bn khng thc hin nu vic khng thc hin khng th khc phc trong thi hn ba mi ngy. Sau
khi chm dt HD ny v bt kz l do no, mi Bn s vn chu trch nhim i vi nhng ngha v tnh n khi n
ngy chm dt HD.
15. This Agreement may be executed with several counterparts, each of which shall constitute an original, but all
of which shall constitute one and the same instrument. To the extent that this Agreement is translated into any other
language, the English language version shall be the authoritative version.
HD ny c th c thc hin vi cc i tc khc nhau, mi bn s c mt bn gc, nhng tt c u c
c gi tr nh nhau. Trong trng hp HD ny c phin dch sang cc ngn ng khc, bn ting Anh s l phin bn
c gi tr.
16. All disputes, controversies, or differences which may arise between the parties, out of, or in relation to, or in
connection with this contract, or for the breach thereof, shall be finally settled by arbitration in Singapore in accordance
with the Commercial Arbitration Rules of the Singapore Commercial Arbitration Board and under the Laws of Singapore.
Tt c cc tranh chp, tranh ci, hoc s khc bit c th pht sinh gia cc bn, pht sinh t, hoc lin
quan n, hoc lin quan n hp ng ny, hoc i vi vi phm, th cui cng c gii quyt bng trng ti ti
Singapore theo quy nh ca Quy tc Trng ti thng mi ca Hi ng Trng ti thng mi ca Singapore v theo
php lut ca Singapore.
17. If any one or more of the provisions contained in this Contract or any document executed in connection
herewith shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected thereby.
Nu bt kz mt hoc mt s quy nh trong Hp ng ny hoc bt kz ti liu no lin quan n HD b v
hiu, bt hp php hoc khng th thc thi trong bt kz phng din no theo bt kz lut p dng th tnh hp php,
c hiu lc, v vic thc thi cc quy nh cn li s khng b nh hng.
18. Any discrepancies and/ or disputes arising out or in connection with this contract not settled amicably shall
be referred to Arbitration in accordance with the Rules and Practices of the International Chamber of Commerce in Paris
or such other places agreed by both sides.
Bt c s khc bit v / hoc cc tranh chp pht sinh t hoc lin quan n hp ng ny khng c
gii quyt mt cch hu ho s c a ra trng ti theo cc quy tc v tp qun ca Phng Thng mi quc t
Paris hay nhng ni khc theo nh s ng ca c hai bn.
19. Subcontractor means any person named in the Contract as a Subcontractor for a part of the Works or any
person to whom a part of the Works has been subcontracted with the consent of the Engineer and the legal successors
in title to such person, but not any assignee of any such person.
"Nh thu ph" c ngha l bt kz ngi no c tn trong hp ng nh l mt nh thu ph cho mt
phn ca cng trnh hoc bt kz ngi no l mt phn ca cc cng trnh c k hp ng ph vi s ng
ca Cng trnh s v nhng ngi k nhim hp php, nhng khngbt kz chuyn nhng no ca bt kz ngi no
nh vy.
20. In this contract the words below have the meanings ascribed to them unless the context otherwise clearly
dictates. Contract means this Contract, its preamble and appendices, as well as all documents expressly listed as
Contract documents or otherwise expressly mentioned in this Contract.
Trong hp ng ny, nhng t ng di y c { ngha c gn cho n tr khi vn cnh c quy nh r
rng khc i. 'Hp ng' c ngha l hp ng ny, li ni u v cc ph lc ca n, cng nh tt c cc ti liu c
lit k r rng l cc vn bn Hp ng tr phi c quy nh r rng khc trong hp ng ny.

Dch Chap I:
PACKING
To be packed in strong wooden case(s) then in container, suitable for long distance ocean/parcel post/air freight
transportation and change of climate, well protected against moisture and shocks and roughly portage. The Sellers shall
be liable for any damage of the commodity and expenses incurred on account of improper packing and for any rust
attributable to inadequate or improper protective measures taken by the Sellers in regard to the packing. The wooden
boxes must be labeled with "IPPC".
BAO B
Hng c ng trong kin g ri t vo container, ph hp hnh trnh di bng ng bin/bu kin/vn
chuyn hng khng v ph hp vi iu kin thi tit thay i; phi c bo v chng m, chng va p trong bc
xp. Ngi Bn phi chu trch nhim vi bt k tn tht no xy ra vi hng ha v cc chi ph pht sinh do vic ng
gi khng ng quy cch; cng vi bt k s han g lin quan ti phng thc bo qun khng ph hp hoc khng
ng quy cch do Ngi Bn s dng trong qu trnh ng gi. Cc kin g phi c dn nhn IPPC


FORCE MAJEURE
The Sellers shall not be held responsible for any delay in delivery or non-delivery of the goods due to Force.
Major. However, the Sellers shall advise the Buyers immediately of such occurrence and within fourteen days thereafter,
shall send by airmail to the Buyers for their acceptance a certificate issued by competent government authorities of the
place where the accident occurs as evidence thereof. Under such circumstances, the Sellers, however, are still under the
obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than
ten weeks, the Buyers shall have the right to cancel this Contract.
BT KH KHNG
Ngi Bn s khng phi chu trch nhim cho bt k s chm tr trong giao hng hoc khng giao hng c do
cc s c bt kh khng.Tuy nhin, Ngi Bn phi thng bo vi Ngi Mua ngay lp tc trong trng hp c s c bt
kh khng pht sinh v trong vng 14 ngy sau , phi gi cho Ngi Mua ha n giy chng nhn do c quan chc
nng c thm quyn ti ni s c xy ra ban hnh lm bng chng. Trong trng hp ny, Ngi Bn vn chu trch
nhim s dng cc bin php cn thit y nhanh qu trnh vn chuyn. Trong trng hp s c ko di hn 10 tun,
Ngi Mua s c quyn hy hp ng.
LATE DELIVERY AND PENALTY
In case of delayed delivery except for force majecure cases, the Seller shall pay to the Buyer for every week of
delay penalty amounting to 0.5% of the total value of the goods whose delivery has been delayed. Any fractional part of
a week is to be considered a full week. The total amount of penalty shall not, however, exceed 5% of the total value of
the goods involved in late delivery. The Seller grants a grace period of four weeks from the delivery date before
penalties shall be applied.
GIAO HNG CHM V PHT
Trong trng hp hng ha b giao chm khng nm trong trng hp bt kh khng, vi mi tun giao chm,
Ngi Bn s phi chu khon pht l 0.5% tng gi tr s hng b giao chm. Bt k phn l no ca mt tun cng s
c tnh l mt tun. Tng mc pht s khng qu 5% tng gi tr hng ha giao chm. Ngi Bn s c hng
khong thi gian min pht l 4 tun tnh t ngy giao hng trc khi n pht c thi hnh.


Inspection before Shipment:
1. Inspection by the BUYER
The BUYER may, at the BUYERs option, inspect the Goods prior to shipment. At least 10 days before the actual
Delivery date, the SELLER shall give notice to the BUYER, or to any agent nominated by the BUYER, that the Goods are
available for inspection. The SELLER shall permit access to the Goods for purposes of inspection at a reasonable time
agreed by the parties.
2. Inspection by Inspection Service
The parties understand that importation into Japan requires inspection of Goods by SGS before shipment from
the SELLERs country. The SELLER agrees to cooperate fully with the SGS in providing access to and necessary
information about the Goods for the purposes of such inspection.
Kim nh trc khi gi hng
1. Ty theo la chn ca bn Bn, bn Bn c th kim nh hng ha trc khi hng c gi i. t nht 10
ngy trc ngy giao hng thc t, bn Bn phi thng bo vi bn Mua, hoc vi bt kz i l{ no c ch nh bi
bn Mua, rng hng ha sn sng cho vic kim nh. Bn Bn phi cho php s tip cn ti hng ha nhm mc
ch gim nh trong mt khong thi gian hp l{ c ng bi c hai bn.
2. Kim nh bi c quan kim nh
Cc bn u hiu rng vic nhp khu vo Nht Bn yu cu c s gim nh bi SGS nc xut khu trc
khi hng ha c vn chuyn i. Bn Bn ng hp tc mt cch hon ton vi SGS trong vic cung cp s tip cn
ti v cc thng tin cn thit v hng ha cho mc ch kim nh.


Delay in Delivery
In the event of late Delivery for reasons other than force majeure as defined in this Contract, the SELLER shall
pay as liquidated damages and not as a penalty the sum of 0.1% of the value of the undelivered part per day of late
Delivery up to a maximum of 10% of the Price payable under Clause 10 below. Payment of liquidated damages shall be
due without the BUYER having to furnish proof of any loss, damages or injury.
Payment of liquidated damages shall constitute full and complete satisfaction of any claim of the BUYER against
the SELLER arising from or in connection with late Delivery of any Goods. In particular the SELLER shall not be liable for
any indirect or consequential loss or damages, as defined in Clause 2.7 above, arising from or in connection with late
delivery of any Goods.
Giao chm
Trong trng hp giao chm khng phi do bt kh khng c nh ngha trong hp ng ny, ngi bn s
tr mt khon tin coi nh l bi thng tn tht ch khng phi l pht tng s l 0.1% gi tr hng giao chm trn 1
ngy chm v ln nht l 10% gi phi tr theo iu 10 di y. Thanh ton bi thng phi c thc hin ngay
m khng c yu cu ngi mua a ra chng c v mt mt hay tn tht h hng no ca hng ha hay tn
thng v ngi.
Vic thanh ton tin bi thng tn tht phi gii quyt mt cch tha ng bt c khiu ni no ca bn
Mua i vi bn Bn ny sinh t hoc c lin quan n vic giao hng chm i vi bt kz phn hng no. Trong
trng hp c th, bn Bn khng chu trch nhim i vi bt kz tn tht gin tip hoc mang tnh hu qu no,
nh c nh ngha trong iu 2.7 trn y, ny sinh t hoc lin quan n vic giao hng chm i vi bt kz phn
hng no.


Late Delivery
If the Seller fails to delivery the Goods at the fixed date, the Buyer will have the right to demand from the Seller
the payment of a penalty of 1% per day of the value of goods not delivered. The Buyer has the right to cancel contract in
case of delayed shipment exceeding 50 days from the fixed delivery time. The Seller has to pay back the Buyer the sum
having been paid plus interest rate and has to compensate all actual and documents losts arising due to cancelling of
contract, however not exceeding 5% of the contract value.
Pht giao hng chm
Nu bn bn khng th giao hng ng thi gian nh tha thun, bn Mua c quyn i bn Bn phi np
pht l 1% mi ngy tnh trn c s gi tr ca hng giao chm
Bn Mua c quyn hy hp ng trong trng hp chm giao hng qu 50 ngy k t ngy n nh giao
hng. Bn bn phi tr li bn Mua ton b s tin c thanh ton cng thm t sut li tc, bi thng v cc tn
tht thc t c chng minh c lin quan n vic hy hp ng nhng khng qu 5% gi tr ca hp ng


ARTICLE 7: CLAIM
The Seller as the ability for processing the inspection of goods before shipment and to bear all expenses
occured.
In the case of loss or damage after goods landed at port of arrival all by the Buyer shall be made claim for
quantity must be presented two month after arrival of goods at Saigon Port, claim for quality within three month after
the goods at Saigon Port, and shall be confirmed in writting together with survey report of the goods inspection office of
the VINACONTROL. The survey report of VINACONTROL should be regards as final.
Whenever such claim is to be proved as of the seller's responsibility. The seller shall settle without delay.
7. KHIU NI
Ngi bn chu trch nhim v chi ph pht sinh i vi qu trnh kim tra hng ha trc khi giao hng.
Trong trng hp xy ra tn tht hay thit hi sau khi hng ha n cng giao hng th ngi mua c
quyn khiu ni ngi bn v khi lng hng ha trong vng 2 thng k t sau ngy hng ha n cng Sign; v
khiu ni v cht lng hng ha trong vng 3 thng k t sau ngy hng ha n cng Sign. Ngi mua cn phi
khiu ni bng vn bn v gi km theo bin bn gim nh hng ha (do Vn phng gim nh hng ha
VINACONTROL cp). Bin bn gim nh ny c coi l vn bn quyt nh gii quyt khiu ni.
Bt c lc no ngi mua chng minh c rng tt c nhng khiu ni trn thuc trch nhim ca ngi
bn th ngi bn phi tin hnh gii quyt ngay khng c chm tr.


Limit of Liability
In no event shall either party be liable to the other or any third party in contract, tort or otherwise for incidental
or consequential damages of any kind, including, without limitation, punitive or economic damages or lost profits,
regardless of whether either party shall be advised, shall have other reason to know or in fact shall know of the
possibility.
If one party to this contract causes damages to the other party, the injured party has the right to recover the
cost of the damages from the party causing the injury. Damage costs that could be recovered include direct damages,
which are damages that are a direct result of what happened, like medical costs or property damage, and indirect
damages. Indirect damages are those that are not directly caused by the other party but that are incurred because the
party was injured.
Gii hn Trch nhim
Khng c bt c trng hp no m mt bn s phi chu trch nhim vi bn kia hay vi bt c bn th ba
no trong hp ng, kh c hay bt c phng thc no khc cho cc thit hi mang tnh kt qu hay ph thm ca
bt c hnh thc no, bao gm nhng gii hn, cc thit hi kinh t hay trng pht, khng quan tm ti vic bn no
c c bit, c l{ do khc bit hay trn thc t bit v kh nng c th xy ra.
Nu mt bn gy ra thit hi cho bn kia, bn chu thit hi c quyn c bi thng tt c cc chi ph cho
thit hi t bn gy ra thit hi. Cc chi ph thit hi c bi thng bao gm cc thit hi trc tip, vn l nhng
thit hi l kt qu trc tip t nhng g xy ra, chng hn nh chi ph { t hay thit hi ti sn, v cc thit hi
gin tip. Thit hi gin tip l nhng thit hi khng trc tip gy ra bi bn kia nhng bn b thit hi vn phi chu.


Delay in delivery
In the event of late Delivery for reasons other than force majeure as defined in Clause 17 above, the Seller shall
pay as liquidated damages and not as penalty the sum of 5% of the value of the undelivered part per Day of late Delivery
up to a maximum of 25% of the price payable under Clause 9 below. Payment of liquidated damages shall be due
without the Buyer having to furnish proof of any loss, damage or injury.
Trong trng hp giao hng chm v cc l do ngoi nguyn nhn bt kh khng nh quy nh trong iu
17 trn y, ngi bn phi thanh ton khon tin bi thng quy nh trc (ch khng phi tin pht) mt khon
bng 5% gi tr l hng cha giao tnh theo s ngy giao hng chm, ti a l 25% s tin phi tr theo iu 9 di
y. Ngi bn phi thanh ton khon tin bi thng quy nh trc v ngi mua khng phi cng cp bt c
bng chng no v tn tht, hng hc cho hng ha hay tn thng cho con ngi.


Payment of liquidated damages by the Seller shall not preclude the Buyer from seeking compensatory damages
from the Seller for any loss, injury or damage arising from or in connection with late Delivery of any Goods; in particular
the Buyer shall be entitled to compensation from the Seller for any indirect or consequential loss or damage, including
but not limited to loss of profit, loss of use or loss of contract, arising from or in connection with late Delivery of any
Goods.
Vic ngi bn phi thanh ton khon tin bi thng quy nh trc s khng cn tr ngi mua yu
cu ngi bn bi thng thit hi cho cc tn tht, hng hc cho hng ha hay tn thng cho con ngi trc tip
hay gin tip pht sinh t vic giao hng chm. C th, ngi mua c quyn yu cu ngi bn bi thng cc thit
hi trc tip hay gin tip, bao gm nhng khng hn ch bi vic mt li nhun, mt quyn s dng hoc mt hp
ng pht sinh t vic giao hng chm.


Ngy, a im v cc iu khon giao hng
Vic giao hng c thc hin theo CIF cng Kobe (Nht Bn), Incoterms 2010. Ngy giao hng d nh l ngy
15 thng 10 nm 2011. Ri ro v quyn s hu i vi hng ha s chuyn t ngi bn sang ngi mua ngay khi giao
hng.
Ni giao hng theo hp ng ny l cng Si Gn, Vit Nam
Date, Place and Terms of Delivery
Delivery of the Goods shall be made CIF Kobe port (Japan), (Incoterms 2010). The scheduled date of Delivery
shall be 15
th
October 2011. Risk and title to the Goods shall pass from the SELLER to the BUYER on Delivery.
The place of Delivery under this Contract is Saigon port, Vietnam.


Goods are to be packed in strongly sewn new single jute bags of 50kgs net weight with tare weight of 700 grams
each. Shipment is to be effected in 2 containers 20 feet of 355 bags each (Full Container Load). The SELLER shall be liable
for any damage to or loss of the Goods attributable to improper or defective packaging.
Hng ha phi c ng trong bao ay mi khu chc chn 50 kg khi lng tnh vi 700g trng lng
b. Vn chuyn trong nguyn 2 container 20 feet vi 355 bao mi container. Ngi bn s chu trch nhim cho bt c
h hng hay mt mt ca hng ha lin quan n li bao b.


Terms of discharge
After the ship reaches the discharging port, the commodity will be checked according to the sales contracts
time
The seller is to pay all the charge for checking fee and insurance SGS at the loading port and the buyer is to pay
all the charges at the discharging port
Discharge of cargo level: 3000MT per day not including Saturday, Sunday and holidays as the ordinance of The
Socialist Republic Vietnam.
iu khon ca vic d hng
Sau khi tu cp bn cng d, hng s c kim tra theo thi gian ca hp ng.
Ngi bn phi tr tin cho cc khon ph kim tra v bo him SGS ti cng bc hng v ngi mua phi tr
tt c cc khon tin ti cng d hng.
Khi lng d hng: 3000 mt tn mi ngy khng bao gm th by, ch nht v cc ngy l theo quy nh
ca nc cng ha x hi ch ngha Vit Nam.


Bao b: Go phi c ng trong bao ay mi trng lng tnh mi bao 50kg, khong 50,6 kg c b, khu tay
ming bng ch ay i thch hp cho vic bc vc v vn ti ng bin; ngi bn s cung cp 0,2% bao ay mi min
ph ngoi tng s bao c xp trn tu.
Packing: Rice to be packed in single jute new bags of 50 kgs net each, about 50,6 kgs gross each, hand-sewn
at mouth with jute twine thread suitable for rough handling and sea transportation. The Seller will supply 0.2% of
new jute bags free of charge out of quantity of bags shipped


Seller shall be liable for and shall protect, defend, indemnify and hold harmless Buyer from and against any and
all claims, liabilities, cost, charges, damages and expenses of every kind and nature, in terms of injury, illness or death of,
or damage to or loss of assets of any third party, arising during and/or as a result of the performance of this Order
without regard to whether any act or omission of Buyer contributed to such injury, death or damage to or loss of assets.
Ngi bn s chu trch nhim v s bo v, m bo, bi thng v gi cho ngi mua khng b thit hi
t v i vi bt kz hay tt c cc khiu ni, trch nhim, chi ph, thit hi v ph tn i vi bt kz loi hnh hay trng
thi no, lin quan ti thng tch, thng vong v ngi hay thit hi, mt mt v ti sn ca bt kz bn th 3, pht
sinh trong qu trnh v/hoc do kt qu ca vic thc hin n hng ny gy ra khng lin quan ti vic thc hin ca
ngi mua gy ra thng vong, thit hi, tn tht v ti sn.


Nu Ngi mua khng thanh ton ng hn, Ngi bn c th yu cu Ngi mua, trong mt khong thi gian
hp l, cung cp s m bo y , tha mn i vi Ngi bn v vic thc hin ng n Hp ng ny v c th t
chi giao bt c phn hng ha no cn cha giao cho n khi mt s bo m nh vy c a ra.
If BUYER fails to make any due payment, SELLER may demand BUYER to provide, within a reasonable time,
adequate assurance satisfactory to SELLER of the due performance of this Contract and may withhold shipment or
delivery of any of the undelivered Goods until such assurance is given.


Tt c cc s sch k ton v nhng chng t ti chnh s c kim tra nh kz nu c mt trong hai bn
yu cu. Cc ti khon y c th c kim ton trn c s hon thnh cng trnh tun theo php lut ca Vietnam
nu c cc nh chc trch yu cu hoc mt bn yu cu.
All books of accounts and other financial documents shall be inspected periodically if so requested by
either Party. Full accounts may be audited upon the completion of the Work in accordance with the Laws of Vietnam
if so required by competent authorities or either Party.


Th tn dng ny s chu s iu chnh ca Quy tc thng nht thc hnh Tn dng chng t, Bn sa i nm
1993, n phm s 500 ca Phng TMQT. 20% gi tr th tn dng s c thanh ton trn c s hi phiu ca Ngi bn
i km vi ha n; 80% cn li s c thanh ton trn c s hi phiu ca Ngi bn km vi chng t vn ti.
This credit shall be subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC
Publication No.500. 20% of the credit shall be available against the Sellers draft accompanied by invoice; the
remaining 80% shall be available against the Sellers draft accompanied by the shipping documents.


Nu Bn thu t vn khng thanh ton trong thi hn nh tha thun, ngoi tr nhng ha n hoc s tin
cn ang tranh chp, th Bn thu t vn s phi chu trch nhim tr cho Bn t vn mt khon tin li i vi s tin
qu hn t ngy ht hn thanh ton n ngy thc tr trn c s t l li sut p dng vi ng Vietnam do Ngn hng
Nh Nc cng b ti thi im thanh ton.
If the Principal fails to settle the payment within the period as agreed upon, except for any amount/invoice
in disputes, then it shall be liable to pay to the Consultant an interest on the amount overdue from the due date until
the actual date of payment on the basis of the interest rate applicable to the Vietnam dong published by the State
Bank of Vietnam at the time of payment.

Ngi bn s giao chuyn hng u tin trong vng 30 ngy k t ngy Ngi bn nhn c thng bo v mt
th tn dng khng hy ngang c pht hnh cho anh ta hng li. Tt c cc chi ph v L/C Singapore do Ngi
bn chu. Tt c chi ph v sa i L/C (nu c) do Ngi mua chu.
SELLER shall make the first shipment within 30 days from the date SELLER receives notification of an
Irrevocable L/C which has been issued in his favour. All costs of L/C in Singapore shall be for SELLERs account. All L/C
amendments costs (if any) shall be for BUYERs account.


Ngi bn c ngha v giao nhng hng ha c ghi trong hp ng ny vo trc hoc trong khong thi
gian nu trong hp ng ny
1. The obligations of Seller to ship or deliver the goods specified on the face of this Contract (Goods) by the
time or within the period specified on the face of this contract shall be subject to the availability of the vessel or the
vessels space.
2. In the event of a defect coming to light and being notified to the seller, the seller shall, at his discretion and
without undue delay, repair or replace the defective item at his own risk and cost.
3. Seller will be paid by Irrevocable Letter of Credit opened by Vietcombank Hanoi and advised to Seller through
Indosuez Bank in Singapore payable at sight against first presentation of full set of shipping documents.
4.A party unable to meet its obligations under this Contract shall immediately advise the other party the time of
commencement and the termination of the circumstances preventing the fulfillment of its obligations.
GUARANTEE OF QUALITY
The Sellers guarantee that the commodity hereof is made of the best materials with first class workmanship,
brand new and unused, and complies in all respects with the quality and specification stipulated in this Contract. The
guarantee period for machinery parts shall be 14 months counting from the date which the Acceptance Certificate has
been signed by the Buyers and the Seller.
ARBITRATION
All disputes in connection with this Contract or the execution thereof shall be settled through friendly
negotiations. In case no settlement can be reached through negotiations, the case should then be submitted for
arbitration to the China International Economic and Trade Arbitration Commission in accordance with its arbitration
rules. The arbitration shall take place in Beijing and the decision rendered by the said commission shall be final and
binding upon both parties. Neither party shall seek recourse to a law court or other authorities for revising the decision.
The arbitration fee shall be borne by the losing party.