CONTRACT FOR THE SALE/PURCHASE

Of Raw cashew nut in shell

This contract is made between A and B as follows/
A and B agree/ It has mutually been agreed ...
* Bỏ Seller + Buyer
…
…
Hereinafter referred to as the “Seller”

And
JOINT STOCK COMPANY
… Ward, Hoan Kiem District,
Hanoi City, Vietnam
Hereinafter referred to as the “Buyer”

Bank name: CENTENARY BANK

...
By and between, it has mutually been agreed to the following terms and conditions
(The Buyer agrees to buy and the Seller agrees to sell:)
(Không sử dụng dấu hai chấm sau các tiêu đề của điều khoản)
1. Applicable law
This Contract and all questions relating to its formation, validity, interpretation, or performance
shall be governed by the laws of the SRVN.
2. Definitions (if any)
2. Commodity Dried Raw Cashew Nuts in shells, New crop 2014.
3. Specifications Quy cách, phẩm chất
- Outturn (Tổng trọng lượng): 50 lbs min per bag of 80kgs
- Nut count (Số hạt): 200 nuts max per kg
- Moisture (Độ ẩm): 10% max
- Foreign matter (Tạp chất): 0.5% max
Black mold raw cashew nuts outside the shell shall not be included and the buyer shall not have
to return to the seller.
4. Quantity 200 metric tons (+/- 10%)
5. Price/Terms
- Unit price: USD … per metric ton (Net weight) (omit Landed quality landed weight)
- Mode of price: CFR Cat Lai port, Vietnam (including export standard seaworthy packing)
- Contract Value/Total Price: USD … (+/- 10%)
6. Packaging and Marking
The goods are to be packed in:
- In seaworthy new jute bags, each bag contains about 80kgs net weight of raw cashew nuts in
shells.
- Tare weight of the bag is 1kg per bag.
- Each Jute bag shall be marked with the following details and no other label:
No. 1-2, 500
TANZANIA DRIED RAW CASHEW NUTS IN SHELLS, NEW CROP 2014.
7. Date, place, and conditions of shipment:
1. The scheduled date of shipment shall be on … December 2014 at the latest. Cargoes shall be
packed in containers 20’’. Containers shall be ventilated and free from foreign odors, mold.
Containers shall not be distorted or punctured.
2. Port of loading: Dar e salaam Port, Tanzania.
Port of unloading: Cat Lai Port, Vietnam.
(loading >< unloading; charge >< discharge)
3. Shipment conditions
Partial shipment shall be prohibited. The seller shall send shipment advice to the Buyer within 05
working days from B/L date and details of which shall be as per the followings:
- Quantity: net weight and gross weight
- Vessel name and voyage no
- Shipment date, B/L no
- Bill, invoice, packing list in one copy
8. Penalty/Premium
1. In case the specifications are not as guaranteed, then the following penalty/premium limits
shall be applicable.

Specification Penalty Rejection

Outturn USD 17.70/1 lb shortfall and prorate for part 48 lbs/80kgs

Nut Count USD 5.00 for every 10 Nuts & prorate for part Above 210 Nuts

Moisture USD 8.75 for every 1% shortfall & prorate Above 12%

2. If the Seller fails to deliver the goods under the sales contract within due time as per/as
mentioned in Article 7, the Seller shall take immediate actions at once and, in case, the shipment
is not delivered within due time, the Seller shall pay 5% (five percent) of the Contract value for
each delayed week.
3. The Buyer and Seller both agree to reimburse 50% of the contract value for non-performance
of either party.
9. Payment
1. Payment shall be made in US dollars by irrevocable. Transferable deferred L/C at 35 days
from the date on which the Buyer receives “Arrival Notice” from the shipping line.
2. The Buyer shall open L/C within 15 days after signing the contract with the Seller’s Bank of
which the details are as follows:
Bank name:
Beneficiary:
Account number:
Currency: USD
SWIFT CODE:
10. L/C requirements
1. The Seller shall be allowed, within 15 days from the B/L date, to present documents.
2. Third-party documents shall be acceptable except for Invoice, Packing List, Bill of Exchange,
and Bill of Lading.
3. Typographical, spelling, and punctuation errors shall not constitute discrepancy except for
Description of Goods, Quantity, and Price (omit Amount).
4. B/L date prior to L/C opening shall be acceptable.
5. Insurance shall be to the Buyer’s account.
6. All bank charges incurred in the Buyer’s bank shall be borne by the Buyer. All bank charges
incurred in the Seller’s bank shall be borne by the Seller.
11. Taxes and Duties
All Taxes and Duties applicable at the loading port shall be to the Sellers’ account and at the
unloading port to the Buyers’ account.
12. Documents
The Seller shall provide shipment advice to the Buyer within 5 working days sailing of the
vessel, apart from this, the following documents shall be provided as follows:
a. Original signed Commercial Invoice in triplicate.
b. 3/3 sets of original clean on board Bill of Lading marked “Freight Prepaid” and notify the
applicant.
c. Original Packing List in triplicate.
d. Original Certificate of Quality and Quantity issued by SGS Superintendence Co., Limited in
two originals and one copy.
e. Certificate of Origin issued by the competent authorities at the Seller country in two originals
and one copy.
f. Phytosanitary Certificate issued by government competent authorities at the Seller country in
two originals and one copy.
g. Fumigation Certificate issued by the competent authorities at the Seller country in two
originals and one copy.
13. Inspection
The goods shall be inspected prior to the shipment at loading port by SGS Tanzania
Superintendence Co., Limited who shall issue a Certificate of Approval to load the Goods
specifying the actual quantity and quality. The Buyer has the right to get goods reinspected at the
unloading port; the re-inspection shall be done at the Buyer’s warehouse in presence of the
Buyer’s and Vinacontrol’s representative.
14. Arbitration
In case the two pirates fail to reach an amicable agreement, the two parties agree to choose the
Vietnam International Arbitration Center (beside the Chamber of Commerce and Industry of
Vietnam) under the rules of this center whose awards shall be final and binding upon/on both
parties. The arbitration’s fee shall be borne by the losing party.
15. Force Majeure
During the performance of this contract if events of Force Majeure arise due to natural
calamities, civil disturbances, commotions, riots, and any other acts of Gods or manmade, then
either party shall inform the other within 07 days of such occurrences, and if the event persists
for 30 days or more, the contract shall be deemed null and void without any liabilities on either
side.
16. General clause
The two parties pledged to seriously implement the terms and conditions of this contract.
Any changes or amendments to these above conditions shall be valid only in writing and duly
confirmed by the two parties.
The contract is made in English in four (04) sets of which the Buyer keeps two (02) sets and the
Seller keeps two (02) sets, which have the same validity. This contract comes into effect/force
from the signing date.
In witness, thereof the Seller and the Buyer has signed the contract on this day and is valid by
Fax/Email.