1.

Force majuere

This contract apply the Force majeure clause of International Chamber of

Commerce ICC 650 2003

The purpose of this clause is to define what is force majeure. The key word here is
that contingencies beyond his control include but not restricted to, its means that
if there are many situation that isn’t included in this contract but the seller can
prove this is the contingencies beyond their control, it can be interpreted as a
force majeure. The force majeure circumstances mentioned in this contract are
divided into two categories. One group is related to political issues, the other is
to cases that lead to insufficient supply of coffee for orders. These terms are
extremely important because coffee is a commodity with an unstable supply, with
many factors affecting the quality and quantity of coffee such as soil, climate,
epidemics, etc. which humans cannot predict

The next clause emphasize the obligation of the seller to notify to the buyer
within 24 hours and force majeure certificate shall be made within 7 days. This
clause also very important because if the buyer didn’t know about the delivery, it
will affect their producing or distributing processes.

The contract shipment period will be extended by the same period of time as the
duration of event but limited to three month. If after three month, such part of
the contract shall be null and void unless a further extension is mutually agreed
between two parties.

2. Complaint:

The Buyer should claim in written form within 30 days as of quantity and 45
days as of quality from the date of final discharging. Upon this time, all claims
will become null and void.
After confirming within 15 days the Seller have obligation to settle the claim. If
they fails to do so in due time, the Vinacontrol inspection will handle
We choose Vinacontrol because Vinacontrol is the leading inspection, testing
and certification organization in the field of agricultural products in Vietnam
3. PENALTY & LIQUIDATED DAMAGES:
In this contract, we mention 3 cases of penalty and liquidated damages:
delay of shipment, late payment and cancellation of contract.
In case of delay of shipment the seller shall pay to the buyer liquidated
damages equal to 0,5% of total price on a daily. If the seller delay its
delivery more than 30 days, the buyer shall be entitled to cancel the
contract, in which case, the Seller shall also pay liquidated damages to the
Buyer and the buyer has the right to claim against the seller.
In case of late payment within the first month, the buyer has to
compensate for the seller 1% of remaining contract value, within next
month 2% and after that, the buyer shall be considered as breach of
contract
In case of cancellation of contract, 5% of total contract value would be
charged as penalty.