TRƯỜNG ĐẠI HỌC KINH TẾ - LUẬT

KHOA KINH TẾ ĐỐI NGOẠI

BÀI TẬP NHÓM

LẬP HỢP ĐỒNG XUẤT NHẬP KHẨU HÀNG HÓA

GVHD: Cô Mai Thị Cẩm Tú

Nhóm sinh viên:
Nguyễn Thị Hoài Anh K164020094
Trần Thị Kiều Giang K164020115
Bùi Thị Thanh Thúy K164020229
Dương Thị Tường Vy K164020264
Trần Văn Chương K164022093

TP. HỒ CHÍ MINH THÁNG 11/2019

Tình huống 1. Hợp đồng xuất khẩu:

- Tên hàng: Trái cây chưa qua chế biến (ít nhất 2 mặt hàng)

- Nước XK: Việt Nam; Nước nhập khẩu: Japan

- Điều kiện XK: FOB cảng xuất

- Phương thức thanh toán: T/T

- Hàng đóng trong 1 container lạnh 20ft.

 SALES CONTRACT

No: LV- 01112019

Date: 01/11/2019

This sales contract is made on agreement by and between:

Party A: LONG VIET IMPORT EXPORT COPORATION LIMITED

Address: Lot C21, 2F Street, Vinh Loc Industrial Park, Binh Chanh District, Ho Chi
Minh City, Vietnam

Tel: (+84.8)37652567 Fax: (+84.8)37652979

Represented by Mr. Nguyen Long Viet Position: General Director

Hereinafter called The Seller.

Party B: ANA FOODS CO. LTD.

Address: 3F, Kokusai Shin-Akasaka West Bldg, 6-1-20 Akasaka, Minato-ku, Tokyo
107-0052, Japan

Tel: +81-75-325-1661 Fax: +81-3-3472-3343

Represented by Mr Takahiro Doi Position: President

Hereinafter called The Buyer.

The Seller agrees to sell and the Buyer agrees to buy the commodities on the
following terms and conditions:

ARTICLE 1 - COMMODITIES: Fresh Banana and White Dragon fruit

ARTICLE 2 - QUALITY

- Fresh Dragon fruit:

+ Variety: White flesh - Red skin

+ Grade type: 70% red color up

+ Size: 300 - 450 gram: 11 - 16 pieces/ cartons

- Fresh Banana:

+ Premium grade AA

+ Color: Green

+ Diameter: 3 - 4.5 cm

+ Length: 16 -29 cm

+ Size: 5/6/7 hands per carton box

ARTICLE 3 - QUANTITY AND PRICE

No Commodity HS code Net weight Quantity Unit Amount

(kg/carton) (+/5%) Price (+/-5%)

(kg) (USD/kg) (USD)

1 Fresh Dragon 0810909 5 5,000 0.87 4,350.00

fruit 2

2 Fresh Banana 0803100 10 10,000 0.60 6,000.00

0

Total 15,000 10,350.00

In words: "United States Dollars Ten thousand, three hundred and fifty only"

ARTICLE 4 - SHIPMENT

Terms of delivery: FOB (Cat Lai port, Vietnam), Incoterms 2010

Delivery: by sea

Port of Loading: Cat Lai Port, Vietnam

Port of Discharge: Tokyo Port, Japan

Shipment Date: Delivery will be carried out within one month from the signing
date, from November 11th, 2019 to December 11th, 2019.

Partial Shipment: Allowed

Transshipment: Allowed

Delivery allowance: Plus/Minus 10% for quantity, total quantity and total amount.

Notice of Shipment: Within 05 working days after completion of loading of goods

Seller will provide the Buyer and consignee appointed by the Buyer with notice of
shipment by fax.

ARTICLE 5 - PAYMENT

1) By the T/T for 30% of contract value in advance and 70% by T/T after
receiving the copy of B/L
2) All banking charge arisen at the Buyer’s bank is as Buyer’s expense.
3) All banking charge arisen at the Seller’s bank is as Seller’s expense.
4) Payment currency: United State dollar (USD)
5) Bank of the Seller:
BENEFICIARY BANK: VIETCOMBANK VINH LOC BRANCH
ADDRESS: STREET NO.7, VINH LOC INDUSTRIAL PARK, BINH TAN
DIST, HCMC, VIETNAM.
SWIFTCODE: BFTVVNVX007
BENEFICIARY: LONG VIET IMPORT EXPORT CO., LTD.
ACCOUNT OF BENEFICIARY: 0251371024601
6) Documents required: Invoice, Packing list, B/L, C/O, Phytosanitary
certificates.
The Buyer will get the original Bill of Lading from their carrier or carrier’s
agent.

ARTICLE 6 - PACKING AND MARKING

Packing: The goods to be packed as per export packing standard. The packing must
be suitable for Sea Transportation and long-time storage.

Marking: To be made on the top and on body of each package as follows:

- Contract No: LV- 01112019

- Shipper: LONG VIET IMPORT EXPORT CORPORATION LIMITED 

- Consignee: ANA FOODS CO. LTD.

- PKG NO.1 - UP

- Dimension: L x H x W (in M)

- Gross/ Net weight (in Kg)

- MADE IN VIETNAM

ARTICLE 7 - INSURANCE

Shall be covered by the Buyer. (If Buyer request)

ARTICLE 8 - PENALTY

In case of delay in payment (if any), BUYER shall remit to SELLER interest
calculated from the date of presentation of documents to the bank in Japan to the
date of effective receipt of due amount. The interest will be calculated at LIBOR
RATE (6 months) plus 1.5 per cent.

ARTICLE 9 - FORCE MAJEURE

Seller is not liable for any penalty of delay delivery of all or any of this contract
caused by any contingency beyond its control or beyond the control of, or covered
by its contract to furnish this commodity. Such contingencies shall include, but not
limited to governmental or other restraints affecting shipment or credit, strikes,
lockouts, floods, droughts, short or reduced supply of fuel or raw materials declared
or undeclared wars revolutions, res cyclones or hurricanes, epidemics or any other
acts of good or force majeure.

ARTICLE 10 - CLAIM

The Seller as the ability for processing the inspection of goods before shipment and
to bear all expenses occurred.

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 months after arrival of
goods at Cat Lai Port claim for quality within three months after the goods at Cat
Lai Port, and shall be confirmed in writing together with survey report of the goods
inspection office of an authorized surveyor. The survey report of this authorized
surveyor should be regards as final.

Whenever such claim is to be proved as of the seller's responsibility. The seller shall
settle without delay.

ARTICLE 11 - ARBITRATION

In case of disputes and it contracting parties cannot reach an amicable settlement of

the claim within 60 days from its occurrence the case will be transferred to the
arbitration chamber of Ho Chi Minh City Chamber of Commerce for final
settlement. A panel of 3 Arbitration will be formed, each party appointing one
arbitrator and both shall appoint a third one as president of panel. The decision
taken by the arbitration panel shall be final and binding.

Arbitration fees shall be at the losing party’s account.

This contract is made into 04 copies. Each party keeps 02 copies.

Any amendment and/or additional clause to this contract shall be valid only if made
in written form and duty confirmed by both sides.

FOR THE SELLER FOR THE BUYER

General Director President

Nguyễn Long Việt Takahiro Doi

Tình huống 8. Hợp đồng nhập khẩu:

- Tên hàng: Phụ liệu may mặc (ít nhất 2 mặt hàng)

- Nước XK: China; Nước nhập khẩu: Việt Nam

- Điều kiện NK: CIP cảng nhập/nơi đến

- Phương thức thanh toán: TT

- Hàng đóng trong 02 container 20ft.

 SALES CONTRACT

No: 01112019 - PHH

Date: 01/11/2019

This sales contract is made on agreement by and between:

Party A: HAINING JUNCHENG TEXTILE CO., LTD.

Address: No. 90 Zhenbao Road Qianjiang Industrial park, 314400 Haining,

Zhejiang, China

Tel: 86-573-87218949 Fax: 86-573-87218949

Represented by: Mr. Max Wang Position: Director

Hereinafter called The Seller.

Party B: PHU HOANG HAI INTERNATIONAL CO., LTD.

Address: 202/19 To Hieu, Hiep Tan Ward, Tân Phu District, Ho Chi Minh City,
Vietnam

Tel: 028 6254 7928 Fax: 028 6254 7928

Represented by: Ms. Trinh Thanh Hai Position: Director

Hereinafter called The Buyer.

The Seller agrees to sell and the Buyer agrees to buy the commodity on the
following terms and conditions:

ARTICLE 1 - COMMODITIES: 100% Cotton Opened - End Yarn and 100%

polyester ring spun yarn

ARTICLE 2 - QUALITY

- 100% Cotton Opened - End Yarn

+ Model number: OE 100

+ Yarn types: Ring Sprun

+ Count range: NE 20

+ Color: Raw white

+ Weight (1 cone): 1.89kg (TFO)

- 100% polyester ring spun yarn

+ Model Number: Polyester Yarn

+ Yarn Type: DTY

+ Yarn count: 36F

+ Color: Pink

+ Size: 65x51x29 cm

ARTICLE 3 - QUANTITY AND PRICE

No Commodity HS code Net weight Quantity Unit Amount

(kg/carton) (+/5%) Price (+/-5%)

(kg) (usd/kg) (usd)

1 100% Cotton 5205120 30 15,000 2.00 30,000.00

Opened - End 0
Yarn

2 100% 5402440 24 12,000 2.50 30,000.00

polyester ring 0
spun yarn

Total 27,000 60,000.00

In words: "United States Dollars Sixty thousand only"

ARTICLE 4 - SHIPMENT

Terms of delivery: CIP Cat Lai Port, Vietnam, Incoterm 2010

Delivery: by sea

Port of Loading: Zhoupu Port, China

Port of Discharge: Cat Lai Port, Vietnam

Shipment Date: Within December 2019

Partial Shipment: Allowed

Transshipment: Allowed

Delivery allowance: Plus/Minus 10% for quantity, total quantity and total amount.

The Seller must send along with the goods to the Buyer documents as follows:

* Signed commercial invoice: 03 origins

* Packing list: 03 origins

ARTICLE 5 - PAYMENT

1) By the T/T for 30% of contract value in advance and 70% by T/T after
receiving the copy of B/L
2) All banking charge arisen at the Buyer’s bank is as Buyer’s expense.
3) All banking charge arisen at the Seller’s bank is as Seller’s expense.
4) Payment currency: United State dollar (USD)
5) Bank of the Seller:
BENEFICIARY BANK: BANK OF CHINA ZHEJIANG BRANCH.
ADDRESS: STREET 321 FENG QI ROAD, HANGZHOU, ZHEJIANG
PROV., CHINA
SWIFTCODE: BKCHCNBJ910
BENEFICIARY: HAINING JUNCHENG TEXTILE CO., LTD.
ACCOUNT OF BENEFICIARY: 13150000000588911
6) Documents required: Invoice, Packing list, Bill of Lading, Insurance policy,
C/O form E.
The Buyer will get the original Bill of Lading from their carrier or carrier’s
agent.

ARTICLE 6 - PACKING AND MARKING

Packing: Maker packing suitable for export standard.

Marking: To be made on the top and on body of each package as follows:

- Contract No: 01112019 - PHH

- Shipper: Haining Juncheng Textile Co., Ltd.

- Consignee: Phu Hoang Hai International Co., Ltd.

- Dimension: L x H x W (in M)

- Gross/ Net weight (in Kg)

ARTICLE 7 - INSURANCE

Insurance premiums are borne by the seller under CIP Incoterms 2010 conditions.

ARTICLE 8 - PENALTY

In case of shipping delay, the seller is responsible for compensation to the buyer.
Compensation will be equal to 0.1% of the contract value for more than 1 day
(including Saturday, Sunday and weekdays)

In case the seller or the buyer cancels the contract, that party will have to pay 5% of
the contract value.

ARTICLE 9 - FORCE MAJEURE

a. The two parties are not responsible for the failure to perform the contractual
obligations in the case of Force Majeure. Upon the occurrence of Impossibility quite
events that are beyond the control of the parties, unforeseen and unforeseen events
include but are not limited to: war, civil war, riot, strike, natural disasters, fire,
factory failures, the intervention of the Government, the military. The affected party
will notify by fax (or email) to the other party within 03 days after the incident
occurred. Evidence of Force Majeure will be issued by the competent authority and
sent to the other party within 7 days. Past the above time, Force Majeure is not
considered.

b. In case of force majeure, the parties may agree to extend the time limit for
performing contractual obligations; If the parties do not agree or do not reach an
agreement, the time limit for performance of contractual obligations shall be
calculated for an additional period of time equal to the time of occurrence of the
force majeure event, adding a reasonable time to remedy the consequences. As a
result, if the period of time is extended over the period specified in the law
applicable to this contract, the affected party will be exempted from performing
contractual obligations.

ARTICLE 10 - CLAIM

The Seller as the ability for processing the inspection of goods before shipment and
to bear all expenses occurred.

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 months after arrival of
goods at Saigon Port claim for quality within three months after the goods at Saigon
Port, and shall be confirmed in writing together with survey report of the goods
inspection office of an authorized surveyor. The survey report of this authorized
surveyor should be regards as final.

Whenever such claim is to be proved as of the seller's responsibility. The seller shall
settle without delay.

ARTICLE 11 - ARBITRATION

a. During the implementation of this contract, if any dispute of both parties cannot
be resolved by negotiation and if the accused is the buyer, this dispute will be
settled by the Vietnam Foreign Trade Arbitration Council. Nam, under the Vietnam
Chamber of Commerce, handled the opposite.

b. The decision of the Vietnam Foreign Trade Arbitration Council in case the
accused is the purchaser will be considered to be final for both parties.

c. Arbitration fee and other related charges will be borne by the losing party unless
otherwise agreed.

ARTICLE 12 - OTHER TERMS

a. The contract takes effect from the date of signing.

b. Any changes or adjustments must be made in writing and confirmed by both

parties. Other delivery conditions not mentioned in this contract will be subject to
INCOTERMS 2010.

FOR THE BUYER FOR THE SELLER

Director Director

Trinh Thanh Hai Max Wang