SALES CONTRACT

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 A. Opening
 Contract name, reference number and contract sign: SALE/PURCHASE
CONTRACT - No: 05,'LAF-SZ1/2019 - October 15, 2019.
 Time and place: no information
 Basis to establish the contract: no information
Information about parties
 Seller:
 Country: Vietnam
 Name Company: LONG AN FOOD PROCESSING EXPORT JOINT STOCK
COMPANY
 Address: 81B National Road 62, Tan An city, Long An Province,Vietnam
 Tel: +84723821501/823900
 Fax: +84723829637
 Website: www.lafooco.vn
 Representative: Mr. "Phan Ngoc Son" who is currently the general director of
the company
 Buyer:
 Country: China
 Name Company: SHENZHEN ZHONGDINGSHENG IMPORT AND
EXPORT CO.LIMITED
 Address: Room No. 4, District 1404-B, Wanhui building, No.4001 Longgang
road, Pinnan Community, Longgang street, Longgang District, Shenzhen,
Guangdong, China.
 Tel: +86-75523903792
 Lacking of information about representative of the Buyer
B. Body: Terms & conditions of contract
Terms and conditions:
1. Commodity
Available information:
List of products: Cashew nuts (W320), Almonds (NPX 23/25), Pistachios( 21/25).
The contract names the goods by: commodity + main specifications
The seller has the obligation to deliver the goods in full as stipulated in the contract.
When receiving the goods, the buyer will base on the information stated in the
contract to check the quantity and quality of the goods.
Term 1 has complete information and there are no contractual errors.
2. Quality
Available information:

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  The contract refers to the size and color of each type of product after roasting.
(After roasted its color is even for almost all kernels with normal yellow color,
crispy, sweet - smelling without odor smell.)
 Product quality requirements, including sample testing, have been confirmed
by both parties.( At time of packing, breakage does not exceed 10%, at time of
arrival, it does not exceed 15%)
Lacking information:
 Specific details in the goods description (size, origin, date of manufacture,...)
 The contract provides basic product requirements, but may lack some details on
how to test quality and evaluate samples.
 The contract does not mention regulations related to product quality after
transportation and delivery conditions.
Disadvantage: Sellers may face the risk of delivering goods of incorrect quality to
buyers. Therefore, quality terms need to be supplemented with more clear
information.
3. Quantity
Available information: (picture)
Lacking information:

4. Price
Available information:
Currency: USD
Price determination: Fixed price
 Unit Price: UNSALTED ROASETD CASHEWS 450G X 15 has a unit
price of 4,851 USD, SALTED ROASTED ALMONDS 450G X 15 has a
unit price of 4,945 USD, UNSALTED PISTACHIOS 380G X 15 has a
unit price of 4,600 USD.
 Total Price: 171,415.80 USD
Lacking information
The contract mentioned CIF delivery terms but did not specify the Incorterm
version used in the contract.
Disadvantage: Without mentioning the version of Incoterms used in the
contract, the seller may have trouble comparing and verifying the validity of the
terms in the contract.
5. Inspection
Available information: to be inspected by Cafecontrol/ Vinacontrol, HCMC
Mistake: no
6. Shipment
Available information:

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  There is mention of ETD (estimated time of delivery) and ETA (estimated time
of arrival), which provide the buyer with an estimated time of arrival at the port
of destination that the buyer can prepare means of transport for receiving the
goods, documents to carry out related procedures and help the seller determine
the estimated delivery time. (Về phần thông tin sẵn có, thì có đề cập đến ETD (
thời gian giao hàng ước tính ) và ETA (thời gian hàng đến ước tính), những
thông tin này cung cấp cho người mua biết thời gian ước tính hàng đến cảng để
ng mua có thể chuẩn bị phương tiện vận tải cho việc nhận hàng, các hồ sơ để
làm thủ tục liên quan và giúp người bán xác định được thời gian giao hàng dự
tính).
 The method of shipment: has been determined in term 5.
Lacking information
- The actual time of departure and arrival of the shipment (Time of shipment).
These information may differ from the estimated time due to many factors such as
weather, traffic, customs, …. The contract should specify the delivery date in three
ways: Periodical delivery or Not-periodical delivery or instant delivery.
- The place of shipment: The contract does not clearly stipulate the departure port
and arrival port according to CIF terms. The seller will have to bear many risks
regarding transportation costs because the discharge port is not specifically regulated.
- Notice of delivery: The contract does not stipulate delivery notifications (who
notifies, number of notifications, content of notifications and time of each
notification).
- Other instructions: the contract should have some other instructions on delivery
such as whether transshipment is allowed, and what are the loading and discharging
terms.
Disadvantage
Loading and Discharging ports don’t have specific information, making it difficult for
sellers and buyers to determine the exact location and have to notify many times to
know the specific loading and unloading ports. The seller will have to bear many risks
regarding transportation costs because the discharging port isn’t specifically regulated.
7. Payment
Available information:
 Currency of payment: USD ( Mention in Term 4. Price)
 Methods of payment: T/T
 Time of payment: mixed
30% of the total contract value in advance after signing the contract
70% of the remaining value after receiving and confirming the scanned copy of
documents including B/L by email from the seller. ( Tiến độ thanh toán trước 30%
tổng giá trị hợp đồng trong vòng 03 ngày làm việc sau khi ký hợp đồng và 70% giá trị

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còn lại trong vòng 03 ngày làm việc kể từ khi nhận và xác nhận bản scan chứng từ bao
gồm B/L qua email từ bên cung cấp. người bán. người bán.
Tên, địa chỉ, tên ngân hàng, địa chỉ ngân hàng, số tài khoản và mã SWIFT của người
thụ hưởng được cung cấp để thanh toán.)
 The beneficiary's name, address, bank name, bank address, account number,
and SWIFT code are provided for the payment.
Disadvantage:
Payment of 70% of the remaining value depends on the buyer's goodwill; the seller
may face risks such as
 importer receives the goods but non-payment/ payment late
 pays with certain conditions ( seller must reduce the price of goods)
And the Bank just play intermediate roles in payment to get charge without any
responsibilities. Therefore, the seller is at a disadvantage in the T/T payment method.
7.2 Payment documents
Available information:
 Contract in triplicate
 Commercial Invoice in triplicate
 Packing List in triplicate
 3/3 Full set of Clean on Board Marine Bill of Lading marked “Freight Prepaid”
 Insurance paper
 Phytosanitary Certificate
 Fumigation Certificate
 C/ O (Form E)
 Shelf life list
 Health Certificate
 Weight and Quality Certificate issued by Cafecontrol/ Vinacontrol
Lacking information:
 What company issued an Insurance paper, Phytosanitary Certificate,
Fumigation Certificate? How many originals of these documents are shown?
8. Packing and marking
Available information:
To be confirmed by buyer and seller
There are no specific regulations on packaging and markings
Lacking information:
 The contract does not provide specific information on requirements for
packaging quality, packaging form, packaging size, regulations on who
provides the packaging and marking regulations.
Disadvantage: The seller must bear all risks when the goods are not specifically
marked. Because the goods are cashew nuts, almonds which are packed in cartons. A

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warning label should be affixed to avoid moisture or fragile goods so that the carrier
can avoid damage to the goods.
9. Insurance
No need to mention in this case because 2 parties apply CIF Incoterms. Seller makes a
contract for insurrance with ICC (C ) . If the buyer has any requirements for
Insurance, the seller may add this term.
10.Force majeure, Claim
This lack of information
Normally, when agreement, the parties need to rely on the relationship and mutual
trust to stipulate or not regulate the issue of penalties, claims, and force majeure
clauses.
In fact, if there is no clear agreement on force majeure, it is very easy for the party that
breaches the contract to take advantage of force majeure to shirk responsibility,
causing damage to the rights and interests of the other party. Therefore, these terms
should be clearly stipulated to avoid disadvantages when risks occur.

11.Arbitration
Available information: in this contract, the seller mentioned who is responsible for
jurisdiction in case disputes cannot be resolved amicably: Vietnam International
Arbitration Center or China International Economic and Trade Arbitration
Commission. The seller also mentioned the arbitration fees would be paid by the
losing party.
Lacking information: Law applicable.
Mistake: no
Disadv:
 Lack of law applicable: if this situation occurs, the law would be applied might
not be good for both parties.
12.General conditions
Available information: This contract has been made valid until December 30th,
2019. It will be signed, scanned and sent via email.
ENDING