You are on page 1of 4

CONTRACT No. CTR01-07/ITF Date: July ...

, 2006 This contract is signed between : INTERNATIONAL INVESTMENT-TRADING AND FINANCE JSC Address: R504, 17T5 Building Trung Hoa Nhan Chinh, Thanh Xuan Dist., Hanoi, Vietnam Tel: 84.4.2512412 Fax: 84.4.2511340 Account No: Represented by: Mr .Nguyen Hoa Binh Director. Hereinafter called as The Seller. And: Address: Tel: Fax: Represented by: Hereinafter called as The Buyer. The Seller agrees to sell and the Buyer agrees to buy the goods on the following terms and conditions: ARTICLE 1 COMMODITY Power rattan under processing without parasite, not darkest: oil boiled, cleaned and removed the skin, even at one end, treated with chemical and packed. ARTICLE 2 SPECIFICATION Diameter: Length: 16mm to 40mm. 4.5m and over.

ARTICLE 3 QUANTITY AND PRICE Commodity Power rattan with diameter 26mm to 27 mm Power rattan with diameter 28mm to 29 mm Power rattan with diameter 30mm to 32 mm Total Quality Grade B/C Grade B/C Grade B/C Quantity MT MT MT Unit price USD/MT USD/MT USD/MT Amount

All these above- mentioned prices are understood to be FOB Danang Port- Vietnam (INCOTERMS 2000). 10 percent more or less of quantity is acceptable.

Article 4 - PACKING These good will be packed in bale of 50kg each, then the goods will be stuffed in container 20. ARTICLE 5 - DELIVERY 5.1 Time of delivery: All delivery dates and deadlines are not binding unless otherwise expressly agreed in writing, e.g. the date stated on the order confirmation or sales contract. The agreed delivery dates in written are effective only after Irrevocable L/C is open according to Article 6. If no date is explicitly stated, the Products shall be delivered within reasonable time after the Seller has notified the Buyer that the Products are ready for delivery. 5.2 Unless otherwise agreed in writing between Seller and Buyer, the delivery shall be made FOB ( Incoterm 2010) Danang Port, Vietnam. 5.3 The Products may be delivered by the Seller in advance of the agreed delivery date upon giving reasonable notice to the Buyer. 5.4 The agreed delivery must be reasonably extended when circumstances arise which the Seller cannot prevent despite using the required care, included but not limited to force Majeure, governmental action, labor disputes, shortage of raw material, energy supply problems or transportation delay. The Seller shall notify the Buyer about these circumstances on time. In this case, the Seller shall be not charged with the liabilities for violation of these General Terms. 5.5 Unless otherwise agreed, partial shipment shall be permissible. Each installment of the delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the all the installments as a whole as repudiated. 5.6 Without prejudice to any other right or remedy available to the Seller, if the Buyer fails to take delivery, fails to give the Seller adequate delivery instructions or fails to pay to seller according to Clause 4.2/b) at the time stated for delivery and after a reasonable period of grace fixed by the Seller, the Seller is entitled to a) Store the Products until actual delivery and charge the Buyer for the reasonable costs of storage; or b) Sell the Products at the best price readily obtainable and charge the Buyer for any shortfall below under the price agreed between the Seller and Buyer. 5.7 If the Seller fails to prepare the Products due to the reasons within the control of the Seller on the agreed delivery date, the Buyer shall set a reasonable period of grace for preparation of the delivery. Where after the above mentioned period the delivery is not made due to intention or gross negligence of the Seller, the Buyer may claim for the damages which occurred by the delay of the delivery up to 3/10000 per day of the Price of the involved instalment.

ARTICLE 6-PAYMENT Two parties have agreed that referred to be the quantity through practical checked by The Buyer at The Seller's store, the payment can be made by The Buyer as follow: 6.1 The total amount of goods will be paid by an Irrevocable 100% L/C at sight in United States Dollar at HSBC Bank Hongkong in the Sellers favour for the total value of the goods to be shipped, and advise sent the seller through Vietcombank Vietnam. L/C should reach the Seller no less than 15 days prior and to be valid for 30 days from the expected date of shipment and be against the following required documents at the counter of Seller's Bank: - Full set 3/3 originals of "Clean on Board" Bill of Lading made out to the order of "L/C opening bank" and notify "Applicant". - Signed commercial invoice issued in 03 originals and 03 copies showing commodity, weight, unit price, total amount, L/C number, contract number and invoice number. - Packing list with indication of total gross weight and total net weight and number of bales shipped, number of B/L: in 01 Originals and 03 copies. 6.2 All Banking charges and any customs duties, taxes, fees and other costs arise outside Vietnam are for the Buyer's account. All Banking charges and any customs duties, taxes, fees and other costs arise inside Vietnam are for the Seller's account. ARTICLE 7- INSPECTION AND DEFECTS LIABILITY The warranty period shall be twelve months from the date of actual delivery to the Buyer. The Buyer shall inspect the quantities and qualities of the Products immediately upon receipt. If any defect exists, the Buyer shall notified the Seller in writing within 15 days after the receipt. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Products and the Seller shall have no liability for such a defect or failure, and the Buyer shall be bound to pay the price as if the Products have been delivered in accordance with these General Terms. To the extent there are defects involved which were not recognizable in the course of a customary examination, written notice of such defects must be given immediately upon their discovery within the warranty period. Otherwise, the Products delivered are deemed to have been accepted with respect to such defects and any warranty claims against the Seller are excluded. Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to repair the Products or replace them free of charge. ARTICLE 8 FORCE MAJEURE Neither party can claim for compensation for delays or non- execution obligation under the contract either fully in part due to Force Majeure. 3

Force Majeure shall be defined, though not exclusively, to include Acts of God, Acts of War, civil disturbance, strikes. The party claiming Force Majeure shall inform the other party by Fax within 15 days from the Force Majeure followed by necessary evidence that obligations under the contract are affected, prevented or delayed. ARTICLE 9- ARBITRATION All disputes arising out of or in relation to this contract, which is not reach an amicable agreement between both parties, shall be finally settled by the VietNam International Arbitration Centre (VIAC) at the VietNam Chamber of Commerce and Industry (VCCI) in HaNoi in accordance with its arbitration rules and procedures, whose award shall be final and binding by both parties. Arbitration fee and all of fees and charges relating to arbitration shall be born by the losing party. ARTICLE 10- GENERAL CONDITIONS All amendments and additional annexes (if any) to the contract shall be only legal and valid in writing form with the signatures of both parties. This contract is made at Hanoi in English in 4 copies, 2 of which for each party.