TRƯỜNG ĐẠI HỌC KINH TẾ - LUẬT

KHOA KINH TẾ ĐỐI NGOẠI

BÀI TẬP NHÓM

SOẠN HỢP ĐỒNG XUẤT KHẨU VÀ HỢP ĐỒNG

NHẬP KHẨU
MÔN HỌC: KỸ NĂNG NGHIỆP VỤ NGOẠI THƯƠNG

GV: TS. MAI THỊ CẨM TÚ

STT MÃ SỐ SINH VIÊN HỌ VÀ TÊN LỚP

1 K204021015 Đoàn Thị Thùy Trang K204022C

2 K204020146 Ngô Hoài Vi K204022C

3 K204020142 Bùi Ngọc Minh Thư K204022C

4 K204020075 Cù Đức Duy K204021C

5 K204020084 Huỳnh Văn Khoa K204021C

TP. HỒ CHÍ MINH - THÁNG 10/2023

 ĐỀ BÀI

1. Hợp đồng xuất khẩu

Thông tin bắt buộc

- Mặt hàng: Gạo

- Đơn giá: (Sinh viên tự tìm điền vào), giá CIF

- Khối lượng: 3 container lạnh 40 feet

- Thông tin người bán: VN Agricultural Products import, export JOINT STOCK
COMPANY, Việt Nam

- Thông tin người mua: ABC Foods Ltd,

- Thị trường XK: Châu Phi

- Thời hạn và phương thức thanh toán: Tín dụng chứng từ không hủy ngang trả
ngay

- Phương thức vận tải: Đường biển

Thông tin hoàn thiện hợp đồng: Nhóm tự bổ sung các thông tin còn thiếu cơ bản để
hoàn thiện hợp đồng

2. Hợp đồng nhập khẩu

Thông tin bắt buộc

- Mặt hàng: Nhóm hàng Máy hút bụi hoặc máy lau nhà hoặc máy lọc không khí

- Thông tin người mua: VN Agricultural Products import, export JOINT STOCK
COMPANY

- Thị trường nhập khẩu: Asean

Thông tin hoàn thiện hợp đồng: Nhóm tự bổ sung các thông tin còn thiếu để hoàn thiện
hợp đồng

- Lưu ý: Lập hợp đồng ngắn gọn đảm bảo đủ những nội dung cơ bản, không sao
chép các hợp đồng dạng đại lý;
 HỢP ĐỒNG NHẬP KHẨU

1. Mã số HS

Mặt hàng máy lọc không khí là thiết bị điện thuộc quản lý Bộ Khoa học và Công nghệ,
thuộc Chương 84: Máy ly tâm, kể cả máy làm khô bằng ly tâm; máy và thiết bị lọc
hoặc tinh chế chất lỏng hoặc chất khí.

Mã số HS: 84213920

Mặt hàng máy lọc không khí không thuộc danh mục hàng hóa trong phụ lục của các
Nghị định số 69/2018/NĐ-CP ngày 15/05/2018 quy định chi tiết các điều khoản của
Luật quản lý ngoại thương; Quyết định số 04/2017/QĐ-TT ngày 09/03/2017 của Thủ
tướng ban hành danh mục, thiết bị phải dán nhãn năng lượng, áp dụng mức năng lượng
tối thiểu và lộ trình áp dụng; Quyết định số 3810/QĐ-BKHCN ngày 18/12/2019 công
bố sản phẩm hàng hóa nhóm 2 thuộc trách nhiệm quản lý của Bộ Khoa học và Công
nghệ;

Văn bản pháp lý cần lưu ý khi nhập khẩu máy lọc không khí là Thông tư số
39/2018/TT-BTC, sửa đổi một số điều của Thông tư số 38/2015/TT-BTC về thủ tục
thuế quan, giám sát hải quan, các loại thuế xuất nhập khẩu với các loại hàng hóa xuất,
nhập khẩu; và Nghị định số 128/2020/NĐ-CP ngày 19/10/2020 về xử phạt vi phạm
trong lĩnh vực hải quan;

2. Hợp đồng nhập khẩu và phụ lục hợp đồng

SALES CONTRACT

No. MLKK-01

Date: October 25th, 2023

Place: Ho Chi Minh city, Vietnam

Buyer: VN Agricultural Products import, export JOINT STOCK COMPANY

135 Pasteur St., Ward 6, Dist. 3, Ho Chi Minh City, Vietnam

Tel: +84-28-38225877 Fax: +84-28-38227280

Email: vna.company@gmail.com
 Represented by: Ms. Bui Ngoc Minh Thu - Director

Seller: PLP Industries, Ltd.

Trianon Avenue No.1, Quatre Bornes, Mauritius, Philippines

Tel no.: +230 4082100 Fax no.: 24567889

Email: container.parts@plp.co.phl

Represented by: Ms. Doan Thi Thuy Trang - Director

After discussion, the two parties agree to sign the contract with the following terms
and conditions:

ARTICLE 1: COMMODITY, QUANTITY, PRICE

Product: Daikin Room Air Purifier

No. Part No. Description Quantity Unit price Amount

(PCS) (USD/PCS) (USD)

1 MCB50YSAU Air Purifier with 100 699 69.900

HEPA Filter,
Activated Carbon
Filter, Pre-Filter and
UVC LED Light, Zero
Ozone Product, CARB
Certified
Size: 10.5 x 10.5 x
19.5 (in)
Weight: 6.8 (kg)
Color: White
Type: Portable

TOTAL AMOUNT IN USD 69.900

Say in words: United States Dollars sixty nine thousand nine hundred only
The prices are understood to be CIF Ho Chi Minh port, Vietnam under Incoterms
2020

ARTICLE 2: QUALITY

As per import standard of manufacturer, technical document that is attached to this

contract and 100% brand new meet TCVN about safe TCVN 11858:2017 and
3042/QĐ-BKHCN standards.

ARTICLE 3: SHIPMENT

3.1. Time of delivery: Not later than 01 December, 2023

3.2. Place of delivery

● Port of loading: Manila Port, Philippines

● Port of discharge: Ho Chi Minh Port, Vietnam

3.3. Notice of delivery: Within 2 working days after completion of loading the goods,

the SELLER shall provide the BUYER and Consignee appointed by the BUYER with

notice of shipment by email.

3.4. Partial Shipment: Are not allowed

3.5. Transshipment: Are not allowed

ARTICLE 4: PAYMENT

4.1. Payment will be made via T/T within 30 days from the shipment date in favor of
Daikin Industries, Ltd through the bank:

 524 Quintin Paredes Road 1006 Manila National Capital Region

 A/C NUMBER: 4611354896

 SWIFT CODE: BNORPHMMXXX

4.2. Currency of payment: USD

4.3. Payment documents:

The following documents are required for each shipment, comprising a complete set:
● Two (02) copied Certificates of Origin issued by the Department of Foreign Trade,
Ministry of Commerce in the Philippines.

● Three (03) original detailed Packing List issued by the SELLER showing the total
number of bags of the shipment and total gross/net weight of the shipment.

● Two (02) copied Certificates of Weight, Quality and Quantity at loading port issued
by BoC Philippines.

● Three (03) copied signed Commercial Invoice issued by SELLER.

● Two (02) original Certificates of Insurance for at least 110 percent of contract value.

● One (01) copied Certificate of Origin form D issued by the Department of Foreign
Trade, Ministry of Commerce in the Philippines.

● Full set (3/3) of original clean shipped onboard ocean Bill of Lading.

ARTICLE 5: PACKING AND MARKING

The seller is responsible for ensuring the goods must have energy labeling, minimum
levels applied, and display applications.

5.1. Packing

The Vietnam standard method of packing is applied, suitable for sea transportation and
ensuring safety. The gross weight of each Room Air Purifier is about 6.8 kgs. Each
room air purifier is wrapped in a 5 (cm) thick antistatic bubble bag and put in a
protective carton box. Box dimension is 280 x 280 x 508 (mm). Then, four boxes will
be packed into a carton with dimensions of 600 x 600 x 515 (mm). All boxes shall be
clearly marked according to Vietnam regulations as follows:

● Name of the product or trade name: High speed smoothie heavy commercial
blender.

● Grade: Labeling meets Vietnamese Technical Regulations and Standards

(TCVN 11858:2017/3042/QĐ-BKHCN)

● Country of Origin: Philippines.

● Air Flow: 180m3/h.

● Lot numbers or production codes must be marked legibly on the outside of the
boxes.

● Name and address of the company responsible for the goods in the Vietnam market:
VN Agricultural Products import, export JOINT STOCK COMPANY.

135 Pasteur St., Ward 6, Dist. 3, Ho Chi Minh City, Vietnam.

5.2. Inspection

The certificates issued by an Independent Inspection company in Philippines shall

serve as the final and binding determination of the Freight/ Quality/ Quantity/ Packing/
Conditions of the Goods at the load port. The cost of inspection will be borne by the
Seller. In the event that the inspection company finds the cargo does not meet the
contractual specifications prior to loading, the Seller is responsible for replacing the
non-compliant cargo at their own expense and within a reasonable timeframe. Any
compulsory government inspection required at the discharge port will be the
responsibility of the Buyer.

5.3. Marking

To be communicated by the BUYER following the contract's execution.

ARTICLE 6: PENALTY

If the SELLER fails to deliver the goods according to the terms of this Contract, the
BUYER shall be entitled to impose penalties as follows: Starting from the delivery
date, if the delay occurs during the 2nd to 4th week, a penalty of 1.5% of the delayed
portion's value per week shall apply. From the 5th week onward, the penalty amount
will increase to 3% of the delayed portion's value per week. The total penalty shall not
exceed 9% of the total value of the late-delivered goods.

If the delivery is delayed by more than 30 days, the contract may be canceled, and the
SELLER will be liable to pay the BUYER compensation equal to 5% of the total
contract value.

In the event of delayed payment, the BUYER shall be responsible for remitting interest
to the SELLER. The interest shall be calculated from the date of presentation of
documents to the bank in Vietnam until the effective receipt of the due amount and
will be based on the LIBOR RATE for a 3-month period.

ARTICLE 7: WARRANTY

The SELLER undertakes to warrant the goods in accordance with standard warranty.
THE SELLER warrants that the engines are free from:

- Defects in materials and workmanship in the fabrication thereof

- Defects arising from the selection of equipments of process of manufacture

- Defects inherent in the design and engineering thereof

The warranty period is 12 months from the delivery date. SELLER is responsible for
free repairing at the Seller’s factory or alternative delivery. Technician’s travel
expenses (if any) during the warranty period are borne by the SELLER.

The warranty does not apply to:

- Normal wear and tear resulting from the operation of the equipment.

- Engine that has not been operated or maintained in accordance with the seller’s

instruction and/or manual.

ARTICLE 8: FORCE MAJEURE

The SELLER may delay performance or cancel this Contract on account of force
majeure events or other circumstances beyond its control without liability, including,
but not limited to strikes, acts of God, political unrest, embargo, failure of source of
supply, or casualty.

ARTICLE 9: CLAIM

In the event that the products delivered by the SELLER do not conform to the
specified quality or quantity as per the Contract, any claim regarding the quality or
quantity of the goods must be made to the SELLER within 30 days from the date of
delivery. No claims will be accepted by the SELLER after the expiration of this
period.

ARTICLE 10: ARBITRATION

All disputes arising from or relating to this Contract will be resolved by the Vietnam
International Arbitration Centre (VIAC) at the Vietnam Chamber of Commerce and
Industry, in accordance with its arbitration rules. The arbitration panel will consist of
three arbitrators. The arbitration proceedings will take place in Vietnam, and the
language used will be English. The decision made by this Centre will be final and
binding on all parties. The arbitration fees will be borne by the party that loses the
case. During any conflict or dispute, both parties are required to fulfill their obligations
under this Contract, except for the disputed obligation.

ARTICLE 11: OTHER ITEMS AND CONDITIONS

Any modification to the terms and conditions of this Contract must be mutually agreed
upon in writing by both parties. This Contract is prepared in 02 original copies in
English. Each party will retain 01 copy, both having equal legal validity for
implementation. If no complaints or disputes arise after the fulfillment of this Contract
by both parties, it will be considered as fully settled.

FOR THE SELLER FOR THE BUYER

Director Director

Doan Thi Thuy Trang Bui Ngoc Minh Thu

SALE CONTRACT ADDENDUM

- Pursuant to Sales Contract No IER20232510 is entered into as of October 25,

2023.10.25

- Pursuant to the agreement of Both parties

This addendum is entered into as of October 26, 2023 in Ho Chi Minh City, Vietnam,

between:
THE BUYER: VN AGRICULTURAL PRODUCTS IMPORT, EXPORT JOINT
STOCK COMPANY, VIETNAM

Address: 135 Pasteur St., Ward 6, Dist. 3, Ho Chi Minh City, Vietnam

Tel no: +84-28-38225877

Fax no: 38227280

Email: vna.comany@gmail.com

Represented by: Ms. Bui Ngoc Minh Thu - Director

THE SELLER: PLP INDUSTRIES, LTD.

Address: Trianon Avenue No.1, Quatre Bornes, Mauritius, Philippines

Tel no.: +230 4082100

Fax no.: 24567889

Email: container.parts@plp.co.phl

Represented by: Ms. Doan Thi Thuy Trang - Director

FOR THE SELLER FOR THE BUYER

Director Director

Doan Thi Thuy Trang Bui Ngoc Minh Thu

 HỢP ĐỒNG XUẤT KHẨU

1. Mã số HS

Mặt hàng Gạo thuộc chương 10: Ngũ cốc với mã số HS 1006. Cụ thể, mặt hàng xuất
khẩu là gạo thơm (Jasmine) 5% tấm có mã HS là 10063099.

2. Hợp đồng xuất khẩu và phụ lục hợp đồng

SALES CONTRACT

No: IER20232510

Date: October 25th, 2023

Place: Ho Chi Minh City, Vietnam

THE SELLER: VN Agricultural Products import, export JOINT STOCK

COMPANY, Vietnam

135 Pasteur St., Ward 6, Dist. 3, Ho Chi Minh City, Vietnam

Tel: +84 28 38225877 Fax: 38227280

Represented by: Ms. Bui Ngoc Minh Thu - Director

Email: vna.comany@gmail.com

THE BUYER: ABC Foods Ltd

Address: McNimir Street Khartoum, 73211-1111, Sudan

Tel no.: +230 4082100

Fax no.: 24567889

Email: abcfoods@gmail.com

Represented by: Ms. Doan Thi Thuy Trang - General Manager

This Contract is executed by and between the BUYER and the SELLER. After

discussion, the BUYER and the SELLER have mutually agreed to sign this Contract

with the following terms and conditions:

ARTICLE 1: COMMODITY, QUANTITY, PRICE

 No Part Description Quantity Unit price Amount
No. (USD/ jute (USD)
bag)
VIETNAMESE
FRAGRANT
RICE, 5%
1 TVT01 1500 40 60000
BROKEN
50 kgs with PP bag:
90 x 50 x 10 (cm)
TOTAL AMOUNT IN USD 60,000.00
Say in word: US dollars Sixty thousand only.

The prices are understood to be CIF (Sudan Port, Sudan) under Incoterms 2020.

ARTICLE 2: QUALITY

1. The quality of the Vietnamese fragrant rice, 5% broken, shall conform to the
following specifications:

- Broken grains: Not more than 5%

- Moisture content: Not more than 14%

- Foreign matter: Not more than 0.2%

- Milling degree: Well-milled

- Aroma: Typical of Vietnamese fragrant rice

- The rice shall be free from any adulteration or contamination.

2. The rice must meet the standards set by the Department of Agriculture of Vietnam
and comply with the buyer's specifications.

3. The seller shall provide a certificate of quality issued by a recognized inspection

agency prior to shipment to verify that the goods meet the agreed-upon quality
standards.

ARTICLE 3: SHIPMENT
1. The Vietnamese fragrant rice shall be shipped in a total of 1,500 bags, each
containing 50 kgs of rice, and packed in PP bags. The dimensions of each bag shall be
90 x 50 x 10 (cm).

2. Shipment shall be made from the port of CatLai Port in Vietnam to the port of
Sudan Port in Sudan.

3. The seller is responsible for ensuring that the goods are properly packed and loaded
onto the designated vessels in a manner that guarantees the preservation of quality and
freshness.

4. The buyer will be notified of the shipment schedule at least 30 days in advance. All
costs associated with the shipment, including but not limited to handling,
documentation, and transportation, shall be borne by the seller.

ARTICLE 4: PAYMENT

4.1. The BUYER is required to establish an irrevocable L/C at sight with the SELLER
named as the beneficiary for the 100 percent value of contract quantity within 7
working days of signing this contract, but no later than November 1, 2023.

4.2. L/C beneficiary: VN Agricultural Products import, export JOINT STOCK

COMPANY, Vietnam

4.3. L/C advising bank: Joint Stock Commercial Bank for Foreign Trade of Vietnam,
Tan Dinh Branch

4.4. Bank of Opening L/C: Agricultural Bank of Sudan

4.5. Currency of payment: USD

4.6. Payment documents:

The following documents are required for each shipment, comprising a complete set:

● Full set (3/3) of original clean shipped onboard ocean Bill of Lading showing L/C
number made out to the order of Agricultural Bank of Sudan marked freight prepaid.

● One (01) original and three (03) copied signed Commercial Invoice issued by
SELLER.
● Three (03) original detailed Packing List issued by the SELLER showing the total
number of bags of the shipment and total gross/net weight of the shipment.

● One (01) original and two (02) copied Certificates of Origin issued by the Ministry
of Industry and Trade Vietnam.

● Two (02) copied Certificates of Weight, Quality and Quantity at loading port issued
by SGS.

● Two (02) original Certificates of Insurance for at least 110 percent of contract value.

ARTICLE 5: PACKING AND MARKING

5.1. Packing

Sudan standard method of packing is applied, suitable for sea transportation and
ensuring safety. The Vietnamese fragrant rice shall be packed in 50 kg PP bags. Each
bag shall be clearly marked with labels indicating the contents, weight, lot numbers,
production and expiration dates, and any other information required by the importing
country. The packaging materials used for the rice shall be suitable for export and
comply with international shipping standards.

● Name of the product or trade name: VIETNAMESE FRAGRANT RICE

● Name and address of producer or packer: VN Agricultural Products import, export

JOINT STOCK COMPANY, Vietnam. 135 Pasteur St., Ward 6, Dist. 3, Ho Chi Minh
City, Vietnam

● Grade: Labeling meets Vietnamese Technical Regulations and Standards

(TCVN 11889:2017)

● Gross weight: 50 Kgs.

● Country of Origin: Vietnam.

● Buyer’s name or marks: ABC Foods Ltd.

● Destination: Sudan.

● Lot numbers or production codes must be marked legibly on the outside of the PP
bags.
5.2. Inspection

The certificates issued by an Independent Inspection company in Philippines shall

serve as the final and binding determination of the Freight/ Quality/ Quantity/ Packing/
Conditions of the Goods at the load port. The cost of inspection will be borne by the
Seller. In the event that the inspection company finds the cargo does not meet the
contractual specifications prior to loading, the Seller is responsible for replacing the
non-compliant cargo at their own expense and within a reasonable timeframe. Any
compulsory government inspection required at the discharge port will be the
responsibility of the Buyer.

5.3. Marking

To be communicated by the BUYER following the contract's execution.

ARTICLE 6: PENALTY

If the SELLER fails to deliver the goods according to the terms of this Contract, the
BUYER shall be entitled to impose penalties as follows: Starting from the delivery
date, if the delay occurs during the 2nd to 4th week, a penalty of 1.5% of the delayed
portion's value per week shall apply. From the 5th week onward, the penalty amount
will increase to 3% of the delayed portion's value per week. The total penalty shall not
exceed 9% of the total value of the late-delivered goods.

If the delivery is delayed by more than 30 days, the contract may be canceled, and the
SELLER will be liable to pay the BUYER compensation equal to 5% of the total
contract value.

In the event of delayed payment, the BUYER shall be responsible for remitting interest
to the SELLER. The interest shall be calculated from the date of presentation of
documents to the bank in the Sudan until the effective receipt of the due amount and
will be based on the LIBOR RATE for a 3-month period.

ARTICLE 7: FORCE MAJEURE

The SELLER reserves the right to postpone fulfillment or terminate this Contract in
the event of force majeure occurrences or unforeseen circumstances beyond its control,
without incurring any liability. Such occurrences may include, but are not limited to,
strikes, acts of nature, political instability, trade embargoes, supply source failures, or
unforeseen accidents.

ARTICLE 8: CLAIM

If the quality or quantity of the products delivered by the SELLER does not conform
to the Contract specifications, any claims regarding these issues must be made to the
SELLER within 30 days from the delivery date. The SELLER will not entertain any
claims made after this 30-day period has elapsed.

ARTICLE 9: ARBITRATION

In the event of any disagreement, controversy, or dispute arising from this contract or
any breach of this contract that cannot be resolved through mutual agreement or
negotiation between the two parties, it shall be conclusively settled by the Vietnam
International Arbitration Centre (VIAC) under the jurisdiction of the Vietnam
Chamber of Commerce and Industry, in accordance with its established arbitration
procedures. The arbitration panel shall consist of three arbitrators. The arbitration
proceedings will be conducted in Vietnam, and the language of arbitration shall be
English. The decision rendered by this Center shall be definitive and binding on both
parties. The costs associated with arbitration shall be the responsibility of the party
found to be in breach. Throughout the period of conflict or dispute, both parties shall
continue to fulfill their respective obligations under this Contract, with the exception
of any obligations that are subject to the ongoing dispute.

ARTICLE 10: OTHER ITEMS AND CONDITIONS

Any alterations to the provisions and terms of this Agreement must be mutually
consented to in written form by both parties. This Agreement is created in 02 original
copies in the English language. Each party shall retain one copy, and both copies hold
equal legal weight for execution. Once both parties have fulfilled the terms of this
Agreement without any grievances or disputes, the Agreement shall be considered as
fully performed and closed.
 FOR THE SELLER FOR THE BUYER
Director General Manager

Bui Ngoc Minh Thu Doan Thi Thuy Trang

SALE CONTRACT ADDENDUM

- Pursuant to Sales Contract No IER20232510 is entered into as of October 25,

2023.10.25

- Pursuant to the agreement of Both parties

This addendum is entered into as of October 26, 2023 in Ho Chi Minh City, Vietnam,

between:

THE SELLER: VN AGRICULTURAL PRODUCTS IMPORT, EXPORT JOINT

STOCK COMPANY, VIETNAM

Address: 135 Pasteur St., Ward 6, Dist. 3, Ho Chi Minh City, Vietnam

Tel no: +84-28-38225877

Fax no: 38227280

Email: vna.comany@gmail.com

Represented by: Ms. Bui Ngoc Minh Thu - Director

THE BUYER: ABC FOODS LTD

Address: McNimir Street Khartoum, 73211-1111, Sudan

Tel no: +230 4082100

Fax no: 24567889

Email: abcfoods@gmail.com

Represented by: Ms. Doan Thi Thuy Trang - General Manager

FOR THE SELLER FOR THE BUYER
Director General Manager

Bui Ngoc Minh Thu Doan Thi Thuy Trang