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1. The Sellers shall not be held responsible for any delay in delivery or non-delivery of the goods
due to Force Majeure. 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.

2. In case of delayed delivery except for force majeure 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

3. 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

4. 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.

5. If, under the terms of this Contract, the Buyer is to arrange for the vessel or vessel’s space, the
Buyer shall secure for the necessary vessel or vessel’s space on berth term basis and give the
Seller shipping instructions within a reasonable time prior to shipment, including but not
limited to, the name and detailed schedule of the vessel.

6. The validity of the export license shall be longer than the time of the Seller’s obligations under
this Contract by at least 60 days. The Seller shall at his own expenses and risks prolong the
validity of such export license by the time of any delay occurred in the execution of this
Contract.
7. Neither party shall be held responsible for any delay or failure in performance of any part of
this agreement to the extent such delay or failure is caused by fire, flood, explosion, war,
embargo, government requirement, civil or military authority, act of God, or other similar
 causes beyond its control and without the fault or negligence of the delayed or non-performing
party.

8. In case of a force majeure event, the affected party shall notify the other party in writing within
ten (10) days after the beginning of any such cause that would affect its performance.
Notwithstanding, if a party’s performance is delayed for a period exceeding thirty (30) days
from the date the other party receives notice under this paragraph, the non-affected party shall
have the right, without any liability to the other party, to terminate this agreement.

9. The period of delivery begins at the latest of the following moments:

Date of the order confirmation
Date of fulfilment of all technical commercial and financial requirements on the part of the
buyer.
The date on which we receive the down payment of the products and/ or a letter of credit to our
benefit has been opened.  ngày chúng tôi nhận được tiền đặt cọc cho sản phẩm và/ hoặc

10. Delivery dates given in our order confirmation and/ or written correspondence are estimated
delivery dates and nonbinding otherwise confirmed by us in writing.  ngày giao hàng được
nêu trong xác nhận đơn hàng và/hoặc thư từ bằng văn bản là ngày giao hàng dự kiến và ko
ràng buộc trừ khi được chúng tôi xác nhận bằng văn bản

11. The deadline is met when the articles are declared to be ready for delivery or when the delivery
item has left the factory before the delivery period ends. If and in so far the goods fail to be
dispatched at the agreed time for reasons not attributable to us, the agreed delivery time shall
be considered to have been met at the day on which the goods are notified to be ready for
dispatch.
 Thời gian giao hàng được đáp ứng khi hàng hóa được thông báo là có sẵn để giao hoặc khi
các mặt hàng được giao đã rời xưởng trong thời hạn giao hàng. Trong trường hợp hàng ko
được giao trong thời gian thỏa thuận vì lí do không thuộc trách nhiệm của chúng tôi, thời
hạn giao hàng thỏa thuận được xem là được đáp ứng vào ngày hàng hóa được thông báo là
đã có sẵn
12. Unless agreed otherwise, we deliver our products unpacked ex warehouse or ex works
(Incoterms version 2000 ex works) inclusive packaging exclusive other dispatch costs or costs
of shipment. In cases of our aid for loading the buyer shall relieve us from any responsibility or
liability. Insurance shall be taken out only if this is the buyer's express wish. We function
solely as an agent under exclusion of all responsibility or liability.
- Unless otherwise agreed by the Parties in writing: trừ khi có thỏa thuận khác bằng văn bản của
2 bên
- We function = we act
- Solely =
 Trừ khi có thỏa thuận khác, chúng tôi giao hàng hóa chưa đóng gói theo điều kiện giao
hàng tại xưởng phiên bản Incoterms 2000 bao gồm chi phí đóng gói … không bao gồm chi
phí chuyển hàng. Trong trường hợp chúng tôi hỗ trợ người mua bốc hàng, xếp hàng, chúng
tôi không chịu bất cứ trách nhiệm nào. Chúng tôi chỉ mua bảo hiểm nếu người mua mong
muốn. Chúng tôi chỉ đóng vai trò là đại lý và không chịu bất cứ trách nhiệm nào

13. Partial deliveries are allowed. In the event that we or our suppliers are hindered through an act
of god we are entitled to extend the delivery date by an appropriate period. The same shall
apply in the event of government intervention, shortages of energy or raw materials, delays in
delivery of components supplied by or on behalf of the buyer, strikes, lockouts, lack of means
of transportation and other unforeseen supply problems, insofar as they are beyond our control.
 We shall notify the buyer without delay and ensure that any inconvenience for the buyer is kept
to a minimum.
 Được phép giao hàng từng phần. Trong trường hợp hàng hóa bị ngăn cản bởi thiên tai,
chúng tôi có quyền gia hạn ngày giao hàng 1 ngày phù hợp. Điều này (the same) cũng
14. “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial
strike or another impediment which the affected party proves was beyond its control and that it
could not reasonably have expected to have taken the impediment into account at the time of
conclusion of this contract or to have avoided or overcome it and its consequences.
15. Upon completion of the event of force majeure the party affected shall as soon as reasonably
practicable recommence the performance of its obligations under this contract. Where the party
affected is the Contractor, the Contractor shall provide a revised programme rescheduling the
works to minimise the effects of the prevention or delay caused by the event of force majeure.

16. Any request by the Buyer for shipment by specific vessel or for change or deviation from the
specific routing selected by the Seller shall be subject to the Seller’s approval. Any differential
in freight, insurance or other costs occasioned by such request, change or deviation shall be for
the Buyer’s account and expense.