ÔN TẬP QUẢN TRỊ XUẤT NHẬP KHẨU

PHẦN 1 CONTRACT
1.1 Processing contract
❖ Commodity – Quantity
❖ Quality
❖ Price:
− Unit price, delivery term, payment currency, include Incoterm
− Total amount (in word, in figures)
− Processor’s Obligations
❖ Payment
❖ Shipment
❖ Packing & Marking
❖ Material & Accessories (Nguyên liệu & Phụ kiện)
− Supply method
− Kinds: material for goods and material for packing
− Total amount in words
− Consumption rate, wastage allowance
− Shipment (time, place, partial/transshipment, notice of shipment, shipping docs)
− Handling methods for remaining M & A (phương án giải quyết nguyên vật liệu dư thừa sau khi sản xuất)
− Both parties agree:
+ Transfer to the next contract;
+ Party A that be returned to the place of origin, to bear all responsibilities for any tax;
+ To carry out of cancel of them in right of stipulation
− Example
+ (Supply method) Party A accepted to supply free of charge on basis of CIF Sai Gon port (Incoterms 2010) all
fabrics and accessories to Party B on which Party B organizes production to Party A’s requirement in quantity, quality
and shipment time as follows:

Value + Currency + Incoterms

Item Unit Consumption Quantity Unit price + currency
condition, version + port of loading

Say: US Dollars one hundred and eighty four thousand

+ (Consumption rate và wastage allowance) 3% of material and 3% of accessories shall be added to consumption
rate for production wastage allowances.
+ (Time) Party A will supply fabric, material and accessories to Party B after 15 days signing date this contract.
+ Partial shipment: Not allowed

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 + Transshipment: Not allowed
+ (Notice of shipment) Party A will advise to Party B via fax/email the details of material and accessories shipment
within a day of shipping date.
+ (Shipping docs) Shipping documents of fabric and accessories include:
▪ Signed Commercial Invoice in triplicate.
▪ Full set original clean on board Bill of lading marked “Freight prepaid”.
▪ Certificate of origin.
▪ Packing list in triplicate.
▪ Shipping documents shall be sent to Party B within 3 days after shipping date.
+ (Handling methods):
Any expense happened due to late documents from Party A shall be on Party A account. Upon unloading of material
and accessories in Party B warehouse, representatives of both parties will check the quantity and quality of all items
delivered to Party B and will jointly establish a control report which will be sent to Party A within 7 days following the
arrival of materials, accessories delivered by Party A.
If the control report does not mention any differences between the quantity and quality of the materials received by
Party B and the one that has been delivered by Party A, Party B shall be deemed to have accepted the goods delivered
and no reclamation shall be accepted.
Should there be any delay in the delivery by Party A of the materials and accessories and if this delay either has
prevented the production to begin or has terminated the production, the delivery time will be increased of the same delay.
− (Both parties agree): As for the extra material and accessories after liquidation of the contract, both parties agree
to transfer to the next contract upon request of Party A that be returned to the place of origin, to bear all responsibilities
for any tax, or, to carry out of cancel of them in right of stipulation.
❖ Machinery & Equipment (Chỉ có khi bên đặt gia công cho bên nhận gia công thuê hoặc mượn)
− Transfer method (lease, lend)
− Kinds, quantity, quality, value, consumption rate, wastage allowances rate => Appendix (Phụ lục)
− Shipment (time, place of material delivery, inspection, notice of shipment, partial shipment or total shipment,
shipping documents)
− Obligation to instal M&E
− Processee 's obligation to guide/train Processor workers to operate M&E
− Obligation to fix problems when M&E are bronken down/supply replacing spare parts
− Handling methods
− Example:
+ (Transfer method) In the implement of this contract, Party A agrees to lend to Party B some of machines and
equipment for processing products.
+ (Appendixes) Appendixes of machine and equipment have to be agreed by both parties and which also keeps on
the policies of Vietnam Government.

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 + (Handling methods) At the expiry day of the contract, all the machines & equipment will be taking over to the
next contract or other factories, or Party B agrees to return all machines and equipment to Party A result in failing to
continue production.
+ (Obligation to instal M&E) Party A supplies all replacing spare parts of machine in order to keep the production
line operation. The expenses of installing machine are in Party A account.
❖ Label/Trademark
− Processee is the owner.
− Processee authorizes Processor to use.
− Processee 's obligation to solve claims from 3rd party (if any)
− Example:
+ (Processe is owner) Party A undertakes that Party A is the owner of the labels under this contract.
+ (Processee authorizes Processor to use) Party A authorizes Party B to use these labels for production of the
order under this contract.
+ (Processee’s obligation to solve claims from 3rd party) Party A guarantees that will take all responsibilities for
all disputes, if there are, arising for the labels under international and local law.
❖ Training
− Quantity of employees
− Training quality
− Type, time, place of training
− Training cost
− Example
+ (Quantity of employees) The Seller shall directly train 3 technical cadre (cán bộ kỹ thuật) (training quality) of
the seller in Denmark for 4 weeks (Place and time of training).
+ (Type of training) Detail training program shall be discussed in detail according to the requirement of the buyer.
+ (Training cost) All fees only for return ticket Vietnam – Denmark – Vietnam and for boarding, lodging, local
transport, going sightseeing, practicing in Denmark shalll be borne by the Seller.
❖ Arbitration
❖ Claim (Khiếu nại), Force majeure, Penalty, Other terms (if any)
❖ General condition

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 2.1 Complete Equipment Import Contract
❖ Definitions

- Words and expressions should be put in Alphabet order (A → Z)

- Norm (tiêu chuẩn/ ISO 9000,...)

− In this contract, as hereinafter defined (định nghĩa), the following words and expressions (cụm từ) shall have
the meaning hereby assigned to them in order to avoid misunderstanding.
❖ Commodity – Quantity
❖ Quality
❖ Price:
− Unit price, delivery term, payment currency, include Incoterm.
− Total amount (in word, in figures)
− Processor’s Obligations
− Breakdown price (chia nhỏ giá)
+ Production line value
+ Installation fee
+ Training fee
− The value of single machine & equipment is showed in Appendix.
− Example:
+ (The value of single equipment) The price of the equipment specified in App. No1 including supervisor fees in
Vietnam and training fees of 03 Buyer‘s people for 04 weeks in Italy is:
+ USD 800,000 CIF Cat Lai port (Incoterms 2010)
+ Saying: United States Dollars eight hundred thousand only, including spare parts for two running years after
guarantee period → Breakdown price
❖ Payment
❖ Shipment
❖ Packing & Marking
❖ Inspection
− Organization (who carry out the final inspection)
− Place
− Diving the obligations:
+ Buyer: the final inspection shall be faxed to the Sller & confirmed by registered airmail + supporting docs
(supplied by Organization)
+ Seller: Repair and replace in case of inadequate standard/bad quality

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 − Example
+ The final inspection of goods at the site shall be carried out by the Testing and Inspection organization of SR
Vietnam (Vinacontrol) → Organization. Claim, if any, shall be faxed to the Seller and confirmed by registered airmail
together with supporting documents supplied by Vinacontrol whenever such claim is to be proved as of the Seller‘s
responsibility for inadequate standard and bad quality by repairing or replacement of this equipment to be reclaimed →
Buyer obligation is prove Seller’s fault, the Seller shall settle it without delay → Seller’s obligation.
❖ Technical docs (Handling over of technical document, samples)
− Kinds (drawing/parameters (thông số), …)
− Language
− Standard (in detail)
− Seller’s obligations to supply exact Technical full docs.
− Buyer’s obligations to keep docs secret and become the owner of docs.
− Sample (kinds, number, …)
− Example
+ Right after signing the contract, the Buyer shall forward the manufacturer a design of the layout which shall be
used for the ice cream plant.
+ Within two weeks after signing the contract, based on the design of the Buyer, the manufacturer shall supply
the Buyer (Seller’s obligation) with necessary drawings and parameters (Kinds) in order to serve the installation of the
production line as well as design in detail the installation scheme of the equipment, position, and site of the individual
equipment, requirement about cabling, piping, pressed air as well as foundation drawing, etc (Standard).
+ (Language) The technical documents, installation and operation manual, and maintenance of individual
equipment in English shall be delivered by the Seller to the Buyer in two sets for each kind together with the equipment
to be delivered.
+ (Sample) The Buyer shall send the Manufacturer for testing prior to manufacturing of the equipment 10 samples
(number) of each kind of cup and cover, a bag of cone ice cream and cover, ice cream box and cup, sticks, and one
wrapping paper roll (kinds). 200 samples (number) of each kind: cup and cover shall be tested at the machine (kinds).
❖ Technical assistance/support
− Kinds
− Experts (chuyên gia)
+ Quantity
+ Background (skilled, health, …)
+ Expert duties (nhiệm vụ của chuyên gia)
+ Expert working regulations (chế độ làm việc) + working hours
+ Expanse expert (fee)
+ Expert replacing (thay thế chuyên gia)
− Obligations of Buyer and Seller

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 − Example:
+ The Seller shall send 1 expert who is skilled, has many experiences, speaks English and is in good health
condition (Background) to Vietnam in order to train the Buyer’s personals as well as to supervise the assembling,
operating commissioning and handling over the ice cream production line (Duties), moreover the Seller has
responsible for insurance of his expert during the service period of him at the site and in Vietnam. Besides, the foreign
expert, the Seller should send a Vietnamese technician to the side in order to take part jointly to the installation,
commissioning and handling over of the ice cream production line (Seller’s Obligation).
+ During staying period in Vietnam, the Seller's expert has to obey the law of Vietnam. In case of breaking of
Vietnamese law, this law shall be applied for him and at the same time the Seller has to change th is expert by another
and bear all fees related thereof → Expert replacing.
+ The Seller 's expert has to present at the site within 2 weeks at the latest after receipt of the writing fax
requirement of the Buyer for sending expert to Vietnam. The staying period of the expert shall last from beginning of
installation to signing commissioning certificate. The Buyer shall bear all fees for the local transport, boarding and
lodging (chi phí ăn và ở) of the foreign expert at the medium condition during his staying period in Vietnam → Expert
fee.
+ (Expert working regulation & working hours) Working hours of expert in Vietnam: & hours per day and 6
days per week.
+ (Seller’s Obligation) 5 days at the latest prior the departure of the Seller 's expert to Vietnam, the Seller shall
inform all necessary information to the Buyer by email/fax for arranging boarding, lodging and working program for
the Seller 's expert. The Seller is responsible for supplying the special equipment serving the installation which is not
available in Vietnam.
+ (Buyer’s Obligation) The Buyer shall supply skilled workers, normal workers, technical personals, basic tools
equipment, electricity, water, air and other medium according to Appendix No. 3 to serve the installation.
❖ Installation (Erection) – Test Run – Commissioning (Exception) – Performance Test and Acceptance
− Note
+ No – load Test = Test Run: Chạy thử không tải
+ Load Test = Commissioning: Chạy thử có tải
+ Overload Test: Chạy thử quá tải
+ Performance Test: Kiểm tra các chỉ tiêu chất lượng sản phẩm
− Installation
+ Nomination of Chief Representative (Trưởng Đại diện)
+ Their duties
+ Communication method of 2 parties’ representative
− Erection and Test Run:
+ Time (date + period)
+ Certificate of both Erection and Test Run

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 − Commissioning
+ Time (date + period) + Certificate
+ Obligation of 2 parties
− Performance Test
+ When this test is completed and successful → Certificate
+ When this test not successful → make clear whole mistakes and how to solve them
− Acceptance: Case and time issue Acceptance Certificate
❖ Arbitration, Claim (Khiếu nại), Force majeure, Penalty, Other terms (if any)
❖ General condition
− Expiry of the contract
− Remind place sign the contract and number of originals, quantity each side holds.

3.1 Technology Transfer Agreement

1.3.1 Note
− Technology :
+ Software
+ Hardware
− Transferor = seller : người chuyển giao
− Transferee = buyer : người nhận chuyển giao
− There are 2 types of transfer of rights :
+ Ownership right
+ Right to use:
▪ Exclusive right
▪ Non – exclusive right
▪ Permission to re – transfer/ prohibition
− Transferable: A part/All
1.3.2 Contract
❖ Definitions

- Words and expressions should be put in Alphabet order (A → Z)

- Norm (tiêu chuẩn/ ISO 9000,...)

− In this contract, as hereinafter defined (định nghĩa), the following words and expressions (cụm từ) shall have
the meaning hereby assigned to them in order to avoid misunderstanding.
❖ Scope of the Contract
− Transferor’s obligation
− Transferee’s obligation

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 − Example
+ (Transferor’s obligation) Shall supply the Production line, provide the design, Technical Documentation, and
grant the Buyer a right to use the Know-how as set forth in the Agreement. Shall submit to the Transferee the
Technical Documentation listed in Appendix… Shall conduct the Technical Services at the Job Site. Shall conduct the
Technical Training
+ (Transferee’s obligation) Shall execute all the procedures necessary for the payment stated in Article… in this
agreement. Shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take
delivery of the production line to be supplied by the Transferor and transport them to the Job Site in time.
❖ Territory & Exclusivity (Lãnh thổ và Độc quyền)
− Territory
+ Place to use technology
+ Place to produce products using technology
+ Place to sell products
− Transferee’s obligation to transfer technology to 3 rd parties or not
− Example
+ (Place to use technology) The Transferee has the right to use technology and manufacture products in…
(country)
+ (The place to sell products) The Transferee has the right to sell products in… (country) and in the world.
+ (Transferee’s obligation) The Transferee has / has not the right to transfer the technology to the third parties.
❖ Technology transfer
− Kind of transfer right (product/software/service, …)
− Technical doc
− Training
− Technical support
− Schedule
− Certificate of readiness of commercial production (acceptance)
− Example
+ (Technical doc) The technical indices and data, specifications, drawings, processes, technical and quality
standards, Know-how, Erection, Test Run, Commissioning, Performance Test operation and maintenance for the
production line, as well as manufacture of the Products, to be provided by the Transferor as listed in Appendix .
+ (Training) Training rendered by the Transferor.
+ (Technical support) Transferor provide to Transferee necessary technical instructions with respect to Know
– How to assist Transferee in using the product/ product line/ software/ service/…..

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 ❖ Price:
❖ Payment
− Buy L/C or by order.
− Remind price.
− Currency
− Time payment
− Method
− Bank with do payment when both parties sign.
− Docs require (name, issuer, originals/copies,…)
− Default of payment (Vỡ hạn thanh toán)
+ In case delay more than …… days in effecting each due payment, after its due date, a delayed interest of x %
(6,5%) p.a shall accrue on the number of days elapsed from its original due date until the date of actual payment
❖ Effectiveness Of the Agreement (& Duration: In case only transferring the right of use)
− Case to effective the agreement
− Inform the agreement.
− Validity period
− Example:
+ (Case) This agreement shall come into force when all of the following elements have been realized: The
signing of this agreement by both parties. Receipt of necessary approvals of Vietnamese authorities. Receipt of the
Performance Security by the Transferor. Receipt of the Advance payment by the Transferor
+ (Inform) The transferor shall inform the transferee by fax/email upon the receipt of the dvance payment for the
confirmation of the contract effectiveness.
+ (Validity period) This agreement shall remain in force for a period of fifteen (15) years from the effective date
- in case only transferring the right of use.
❖ Shipment
❖ Packing & Marking
❖ Improvement & Innovations (Cải tiền & Đổi mới)
− Transferor’s obligation to inform I&I to Transferee
− Transferee’s right to improve, innovate technology & obligation to inform I&I to Transferor
− Example
+ (Transferor’s obligation) Transferor agrees to provide to Transferee necessary technical instructions with
respect to Know-How to assist Transferee in using the Know-How to manufacture printing paper bedding 100% cotton
fabric. If Technical Data provided by Transferor to Transferee does not fit with the plant condition of Transferee,
Transferor is obliged to make modification and improvement on Technical Data. Transferor shall provide, on a
gratuitous basis, to Transferee any modified and improved Technical Data in respect of the Know-How. The
Transferor shall in such case keep the Transferee informed of this modification within sufficient time in advance.

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 + (Transferee’s right) Transferee has the property rights on any technology, which is derived Trom modification
and improvement by Transferee on the Know-How
❖ Inspection
❖ Technical docs (Handling over of technical document, samples)
❖ Technical assistance/support
❖ Installation (Erection) – Test Run – Commissioning (Exception) – Performance Test and Acceptance
❖ Environmental protection & Harmful effect
− Commits between 2 parties.
− Example: The Transferor commits to inform the Transferee all information about the consequences of the use
of technology on the environment. Moreover, as soon as having new information, the Transferor will send this
information fully and clearly to the Transferee.
❖ Patent Right (Quyền sáng chế)
− Transferor is the owner.
− In case of violation (vi phạm), Transferor should: get a license/ modify/ substitute/ take back.
− Transferee’s obligation to inform claim from 3rd party to Transferor.
− Transferee’s obligation to solve claims and pay relating fees.
− Example
+ If a third party rightfully raises claims due to patent infringement because of the production line delivery of
Agreement, the Transferor will at its options and costs, and excluding further liability (If violation), either:
a. Get a license from the third party.
b. Or modify the infringing parts.
c. Or substitute these parts for other non-infringing parts.
d. Or take back the products concerned against the reimbursement of all relating fee.
+ Claim shall be deemed rightful only if they are acknowledged by the Transferor or finally so adjudicated by a
court or competent jurisdiction.
+ The Transferee shall inform the Transferor promptly, in case a third party raises a claim, whether directly or
indirectly, against the Transferor alleging infringement of a patent relating to the production line of the agreement
(Obligation to inform). The Transferee shall not, on its own account, accept third party claim. In accordance with any
reasonable request from the Transferor, and to the extend so requested, the Transferee shall support the Transferor
defense of any third-party claim, and the Transferor shall fully reimburse the Transferee for expenses arising therefrom
(Obligation to solve and pay fee)
❖ Confidential Relationship (Bảo mật)
− Commitment to keep the terms/information confidential (Specifications, drawings, blue prints, nomenclatures,
software, models, …)
− Agreement before disclosing information (No apply for public info and the supply of Transferor to promote)
− Transferee's guarantee (Ensure about employee and do not disclose to any person or company anything about
Agreement and the Know – How)
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 − Example
+ (Commitment) Both parties shall treat as confidential all specifications, drawings, blue prints,
nomenclatures, software, models and any other information supplied by each other, unless prior written consent
to divulge the same has been obtained.
+ (Agreement before disclosing information) This shall not apply to information that has rightfully become public
knowledge and to the record of supply of the Transferor which serves the Transferor to promote its sales activities
worldwide.
+ (Transferee’s guarantee) The Transferee shall ensure that its employees shall undertake in writing upon terms
to be approved by the Transferor not to disclose to any person firm or company any of the information which such
employees may receive in accordance with the provisions of this Agreement or relating to the Know-how.
❖ Taxes, Levies An Fee
− Transferor’s obligation
− Transferee’s obligation
− Example
+ (Transferor’s obligation) All taxes, duties and customs fees and other expense outside S.R Vietnam on
connection with the execution of this agreement shall be born by the Transferor, and those in S.R. Vietnam shall be born
by the Transferee.
+ (Transferee’s obligation) All payment to be made by the Transferee under the agreement are to be made free
and clear of all the present and future taxes.
❖ Arbitration, Claim (Khiếu nại), Force majeure, Penalty, Other terms (if any)
❖ General condition
− Expiry of the contract
− Remind place sign the contract and number of originals, quantity each side holds.

4.1 License Contract

1.4.1 Note
− Licensor: Người cấp giấy phép
− Licensee: Người xin cấp giấy phép
− Kind of License:
+ Exclusive
+ Non – Exclusive
❖ Definitions

− Words and expressions should be put in Alphabet order (A → Z)

− Norm (tiêu chuẩn/ ISO 9000,...)

− In this contract, as hereinafter defined (định nghĩa), the following words and expressions (cụm từ) shall have
the meaning hereby assigned to them in order to avoid misunderstanding.

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 ❖ Scope of the Contract
− The Seller’s Obligation
− The Buyer’s Obligation
❖ Territory & Exclusivity (Lãnh thổ và Độc quyền), Technology transfer, Price, Payment, Effectiveness
Of The Agreement (& Duration: In case only transferring the right of use), Shipment, Packing & Marking,
Improvement & Innovations (Cải tiền & Đổi mới), Inspection, Technical docs (Handling over of technical
document, samples). Technical assistance/support
− Same TTA
❖ Grant Of License
− Commitment between 2 parties
− Licensors and License’s obligation to grant and obtain license for contract purpose and limitation of product
quantity produced by Licensee annually.
− Kind of License
+ Exclusive
+ Non – Exclusive
− Licensee’s right to transfer or sub – license to 3rd party or not
− Territory (Place)
+ Explore license.
+ Use/manufacture products
+ Sell products.
− Example
+ (Commitment) The Seller agrees to grant to the Buyer and the Buyer agrees to obtain from the Seller a license
to manufacture the Contract Products as well as to conduct Erection, Test Run, Commissioning, Performance Test,
…..
+ (Licensee’s obligation) The Buyer shall not make use of Patent and/or Know-how for any purposes other than
those stipulated in the Contract without prior written approval from the Seller. The annual output of the Contract
Products manufactured by the Buyer shall case exceed __________
▪ (Kind of License) (Option 1) The license granted under the Contract shall be an exclusive license. The Seller
shall not retain its right to grant the licenses to any third parties, or to explore Patent and/or Know - how as well as to
sell the Contract Products by itself within the territory specified in Article 3.4. (Option 2) The license granted under
the Contract shall be a non-exclusive license. The Seller shall retain its right to grant the licenses to any third parties,
and to explore Patent and/or Know - how as well as to sell the Contract Products by itself within the territory specified
in Article 3.4.
− (Licensee’s right to transfer or sub – license to 3rd party or not) The license granted under the Contract shall
be a non-transferable and sublicensing license, under which the Buyer shall neither be entitled to transfer nor grant
sub-license to any third party without prior written approval from the Seller.

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 + (Places explore license) The Seller agrees to grant the license to the Buyer only within the territory of _____
(country or region). The Buyer shall not explore Patent and/or Know - how in any place other than the Job Site without
previous written consent of the Seller.
+ (Place to use and sell products) The Seller agrees to grant a license to the Buyer to use and sell the Contract
______ (Country or region). In case the Buyer fails to perform its obligation under this Clause, all the actual losses and
damages thus incurre to the Seller shall be borne by the Buyer, and the Seller shall have the right to terminate the
Contract without prejudice to any remedies specified in the Contract.
❖ Installation (Erection) – Test Run – Commissioning (Exception) – Performance Test and Acceptance
− Note
+ No – load Test = Test Run: Chạy thử không tải
+ Load Test = Commissioning: Chạy thử có tải
+ Overload Test: Chạy thử quá tải
+ Performance Test: Kiểm tra các chỉ tiêu chất lượng sản phẩm
− Installation
+ Nomination of Chief Representative (Trưởng Đại diện)
+ Their duties
+ Communication method of 2 parties’s representative
− Erection and Test Run:
+ Time (date + period)
+ Certificate of both Erection and Test Run
− Commissioning
+ Time (date + period) + Certificate
+ Obligation of 2 parties
− Performance Test
+ When this test is completed and successful → Certificate
+ When this test not successful → make clear whole mistakes and how to solve them
− Acceptance: Case and time issue Acceptance Certificate
❖ Environmental protection & Harmful effect, Patent Right (Quyền sáng chế); Confidential Relationship
(Bảo mật);Taxe, Levies An Fee
− Same TTA
❖ Intellectual Property Right (Quyền sở hữu trí tuệ)
− Licensors and License’s obligation to grant and obtain license for contract purpose
− Licensor’s owner of contract object
− Licensee’s obligation to register the contract in Licensee’s country (if any)
− Licensors’ obligation to pay cost to maintain the effectiveness of the contract object
− Licensors and License’s right to improve the contract object and grant back the improvement to the other party

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 ❖ Arbitration, Claim (Khiếu nại), Force majeure, Penalty, Other terms (if any)
❖ General condition
− Expiry of the contract
− Remind place sign the contract and number of originals, quantity each side holds.

PHẦN 2 STEPS OF PERFORMING AN EXPORT/IMPORT

CONTRACT AND DOCUMENTS NEED IN EACH STEP
1.2 Export Contract
2.1.1 Step of performing an export contract

(1) Obtaining export license (8) Making documents (9) Dispatching goods

(2) Requesting initial steps of (10) Obtaining Customs

(7) Getting goods insured
payment clearance

(3) Sourcing goods for export (6) Reserving shipping space (11) Receiving payment

(5) Making pre - shipment (12) Claiming or solving

(4) Packing & Marking
inspection claiming

2.1.2 Documents:

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 Step Arised docs Issuers Main Function Main Information Procedure to obtain
− Information about Licensed
− The right to export a 1. Prepare a set of documents for
Specific company and exported products
(1) Obtaining Export license specific quantity of a registration of imported license
ministry (If − The responsibility of Licensed
export (If any) commodity to a specified 2. Submit the application
any) company
country 3. Take result
− Validity period of the license
− Information of 2 parties and issuing 1. Choose the bank you want to open
L/C bank the L/C and prepare the documents
− Serving and supporting
2 T/T − Description of Goods 2. Apply to open L/C at the selected
international settlement
(2) Requesting D/A,… − Documents required bank
initial steps of Issuing bank 3. Take result
payment Payment
method − Editing the content of
3
amendment (if payment docs
any)
− Commercial Invoice Number and
− Request payment
date of issue
− Customs declaration
− Information about exporter and
(3) Sourcing Commercial − Support applying for − Created by two parties to discuss
4 Exporter importer
goods for export invoice C/O together
− Incoterm condition, payment
− Support receiving
methods
goods at port of discharge
− Description of goods

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 − Quantity
− Unit price, total amount, in words...
− P/L number and date of issue
− Information about expoter and
− Information and inporter
(4) Packing and itemizes the material in − Description of goods
5 Packing list Exporter − Base on sample Packing list
Marking each individual package − Packing
− Quantity
− Gross weight/ Net weight

Quality − Proving the accordance

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(5) Making pre Certificate Exporter or between the real − Certificate number and date of issue
– shipment Independent quality/quantity and the − Information about products
inspection Inspection one stipulated in the − Comfirmation of the third party
Quantity/
contract or L/C
7 Weight
Certificate
− Normally incorporates
− Booking number and date of issue
(6) Reserving the provisions of the
− Voyage name, amout of cont
shipping space Importer/ carrier’s standard bill of
8 Booking note − Name of ralative ports, terminals −
(FOB hoặc Carrier lading, adding only the
− Place of container delivery
nhóm C và D) cargo and shipment
− Closing time
details

16
 − Load/discharge mode
− Certificate number and date of issue
− Assured name
(7) Getting good − B/L number, Invoice number and
Insurance − Indicating general and
insured Insurance Contract number
9 Policy / regular terms and special
(Điều kiện CIP Company − Amount insured and detail insured
Certificate conditions
và CIF) − Information of product
− Clauses, special condition and
warranties.
− Name and address of relative parties
− The port of loading and the port of
discharge
− Shipping marks and particulars − After the shipper delivers the goods
− Acknowledges the
− Number of packages shipped on to the port/on board, the shipping line
receipt of goods
board with date-rubber stamp will issue the original B/L to the shipper
10 Bill of Lading Carrier mentioned in the bill for
(8) Making − Descriptions of packages and goods − Time to issue original B/L is
shipments on board of the
documents − Gross weight and net weight right or after 01 day of train
vessel
− Freight details and name of the departure.

vessel
− Signature of the shipping company’s
agent
Exporter or − Clearance of the goods − Information of seller and buyer 1. Prepare a set of documents
9 C/O
Authorized from the customs (name, address..) 2. Declare documents

17
 authorly authority of the − Information of goods (quantity, online/offline
importing country weight, marking...) 3. Submit original documents
4. Approval of dossiers
5. Receive results
− The necessary − Description of goods
information to process − Name of shipper and address
10 Shipping note Shipper
and handle the goods − Delivery time, place of delivery
safely and with care. − Place of receipt
− Information of ralative parties There are 2 methods of SI currently
− Information about goods ( quantity, being applied:
− Providing information
11 SI quanlity, ...) − Declare by email to Shipper
shoul be showed in B/L
− Port of loading − Declare online on the website of

− Doc required the shipping line /Forwarder:

1. Register for weighing at the

warehouse

(9) Dispatching 2. The shipper or the forwarder /

Exporter logistics company cooperates with the
goods
weighing department in supervising the
− Determine the volume − Information of seller weighing of VGM.
12 VGM
of the container − Ralative information of cont 3. Warehouse level 2 VGM copies
include: 1 copy of VGM kept by the
goods owner and 1 copy kept at the
warehouse.
4. The shipper will give the weight
slip (VGM slip) to the shipping

18
 company.
1. Prepare a set of documents for
registration of Phytosanitary
Certificate
2. Submit the application
3. The issuing competent is
Plant − Certificate number and date of issue responsible for receiving and
protection − Certifies of goods − Description of consignment immediately checking the
Phytosanitary
13 organization of meeting the standards of − Additional declaration validity of the documents
Certificate
the exporting the importing country − Disinfection treatment 4. Based on the results of viewing
country the documents, the Plant
Protection Department decides
the location and arranges
officials to inspect the
consignment directly
5. Take result
− Type of animals
− Name and address of Consignor
Veterinary/ − Certifies the quality of
− Name and address of Consignee
Animal Veterinary the goods and that the
− Quantity/ Weight
14 product Author for goods are totally in
− Place of destination
sanitary shipper accordance with the
− Port of departure
inspection contract
− Mode of transport
− Inspection date

19
 − - Effective date of veterinary
certificate
The time to issue the certificate of
− Certificate number and date of issue fumigation is usually within 1 to 2
Fumigation Fumigation − Confirm that the goods
15 − Description of consignment days from the date of spraying and
Certificate Company have been fumigated
− Chemical name and dosage sending all documents and
documents as prescribed.
− Information of seller and buyer
(name, address..)
(10) Obtaining Customs − It’s a requisite for
− Information of custom office
16 Customs declaration Exporter seeking the permission of
− Information of container
clearance sheet customs
− Information of goods ( detail name,
hs code, ...)
− Amount of payment
(11) Receiving
17 B/E Exporter − Request payment − Bank’s name of beneficiary
payment
− Signature of beneficiary
− Information of the victim
(12) Claiming − Compensation to the − Information about damaged goods 1. Prepare documents to claim
Claim matter
18 or solving Exporter person who suffers the − Condition of goods 2. Submit the application
(if any)
claiming loss − Asset value 3. Receive Compensation
− Loss damage

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2.2 Import Contract
2.2.1 Step of performing an import contract

(8) Inspecting import (9) Claiming or solving

(1) Obtaining import license
products claiming

(2) Taking initial (ban đầu)

(7) Taking delivery of goods (10) Making payment
steps of payment

(6) Obtaining Customs

(3) Reserving shipping space
clearance

(4) Getting goods insured (5) Checking documents

2.2.2 Documents

21
 Step Arised docs Issuers Main Function Main Information Procedure to obtain
− Information about Licensed
− The right to import a 1. Prepare a set of documents for
Ministry of company and imported products
(1) Obtaining Import license specific quantity of a registration of imported license
1 Industry and − The responsibility of Licensed
import license (If any) commodity to a specified 2. Submit the application
Trade company
country 3. Take result
− Validity period of the license
− Information of 2 parties and issuing 1. Choose the bank you want to open
L/C bank the L/C and prepare the documents
− Serving and supporting
2 T/T − Description of Goods 2. Apply to open L/C at the selected
international settlement
(2) Taking D/A,… − Documents required bank
initial steps of Issuing bank 3. Take result
payment Payment
method − Editing the content of
3
amendment (if payment docs
any)
− Shipowner and charterer information
− Evidence that the − Ship description
(3) Reserving − Charterers and shipowners
carrier undertakes to − Charter time
shipping space Voyage negotiate with each other based on
4 Liner carry the goods form one − Commercial scope
(Dùng cho charter party the quantity of goods, transit time
port to the consignee at − Exclude goods
FOB) and the nature of the goods
another port − Rent cost unit price, total amount, in
words...
(4) Getting Insurance Insurance − Indicating general and − Certificate number and date of issue
5
goods insured Policy / company regular terms and special − Assured name

22
 (Điều kiện CIF Certificate (if conditions − B/L number, Invoice number and
/ CIP, nhóm C any) Contract number
và D) − Amount insured and detail insured
− Information of product
Clauses, special condition, and
warranties.
− Commercial Invoice Number and
date of issue
− Information about exporter and
importer
Commercial − Payment Created by two parties to discuss
6 − Incoterm condition, payment
Invoice − Customs declaration together
methods
− Description of goods
− Quantity
Exporter
(5) Checking − Unit price, total amount, in words...
documents − P/L number and date of issue
− Information about expoter and
− Information and inporter
7 Packing List itemizes the material in − Description of goods Base on sample Packing list
each individual package − Packing
− Quantity
− Gross weight/ Net weight
− After the shipper delivers the goods
8 Bill of Lading Carrier − Acknowledges the − Name and address of relative parties
to the port/on board, the shipping line

23
 receipt of goods − The port of loading and the port of will issue the original B/L to the shipper
mentioned in the bill for discharge − Time to issue original B/L is
shipments on board of the − Shipping marks and particulars right or after 01 day of train
vessel − Number of packages shipped on departure.

board with date-rubber stamp

− Descriptions of packages and goods
− Gross weight and net weight
− Freight details and name of the
vessel
− Signature of the shipping company’s
agent
1. Prepare a set of documents
− Clearance of the goods − Information of seller and buyer 2. Declare documents
Exporter or
from the customs (name, address..) online/offline.
9 C/O Authorized
authority of the − Information of goods (quantity, 3. Submit original documents.
authorly
importing country weight, marking...) 4. Approval of dossiers
5. Receive results
Quality − Proving the accordance
10
Certificate Exporter or between the real − Certificate number and date of issue
Quantity/ Independent quality/quantity and the − Information about products
11 Weight Inspection one stipulated in the − Comfirmation of the third party
Certificate contract or L/C
(6) Obtaining Customs − It’s a requisite for − Information of seller and buyer
12 Importer
Customs declaration seeking the permission of (name, address..)

24
 clearance sheet customs − Information of custom office
− Information of container
− Information of goods ( detail name,
hs code, ...)
− The consignee can clear − Customer information
the cargo with customs − Container information
13 D/O Liner − After goods arrived at the port
and take delivery of the − Empty container yard
cargo − D/o fee

− Advises that ship has

Notice of − Ship information
arrived and is prepared for − When the goods are ready for
14 readiness – A Shipmasters − Notice that the ship has arrived at the
the cargo to be unloaded unloading
NOR port or wharf (cầu cảng)
or loaded

(7) Taking − Vessel/ voyage

delivery of − Type of B/L

− Quantity of imported goods
goods
− Number of containers containing goods
− Inform about the arrival or number of lead containing goods
15 N/A Liner of the shipment − Port of loading, Port of discharge − After goods arrived at the port
− Grounds to get D/O − ETD, ETA
− Port/ warehouse
− Local charge – The cost is paid at the port
of loading and unloading
− Pick up D/O At
16 Statement of Liner − This is a record of the − Purpose of SOF

25
 facts – SOF (if events that can affect the − Name of person making statement
any) counting of lay time − Statement
− Indicates the hours an
17 Time sheet Liner −
employee has worked
− Record discrepancies in
Cargo outturn − Date, B/L number, quantity of damaged
Discharging the form of over, short,
18 report – COR goods of each B/L − Damaged goods caused by ships
terminal and damaged cargo as
(if any) − General nature of damage
(8) Inspecting manifested
import products Certificate of − Confirm that the goods
short, landed Shipping agent have been exanimated
19 −
cargo – CSC company when unloading form the
(if any) ship to the port
− Information of the victim
(9) Claiming − Compensation to the − Information about damaged goods 1. Prepare documents to claim
Claim matter
18 or solving Exporter person who suffers the − Condition of goods 2. Submit the application
(if any)
claiming loss − Asset value 3. Receive Compensation
− Loss damage
− Debt collection tool
(10) Making Bill of − Credit tool
Exporter −
payment exchange − Means of payment,
means of circulation

26
27
PHẦN 3 BUSINESS RISK MANAGEMNET AND CORVERAGE
1.3 Risk of each steps of performing an export contract
− Enterprises need to understand the possibility of uncertainties, risks and the origin of uncertainties
and risks in each work of organizing the implementation of import-export contracts. From there, it is
necessary to take measures to prevent and limit these uncertainties and risks by:
+ Draft and sign contracts closely, avoiding loopholes.
+ Organizing the implementation of scientific contracts.
+ Firmly grasp the laws, guidelines, policies, and regulations of the state on export.
+ Train a team of dynamic, creative, good professionals, foreign trade professionals, good at foreign
languages.

28
 Step Risks Solution

(1) Obtaining export − Wrong procedure, policy changing − Always update government policies
license − Consult expert about policy
− T/T in advance, careless L/C checking − Get to know your business partner carefully
− Consult the bank about the partner's business history
− Clearly stipulate the penalty clause in the foreign trade contract if the contract is not
(2) Requesting initial
performed
steps of payment
− Request the bank's tools such as: Standby Letter of Credit, Performance bond, Bank
guarantee... Request to open L/C at reputable, well-known banks
− Unbelievable Issuing bank − Finding reliable Bank such as The State Bank of foreign

− Quantity, quality, lack of product sources. − Sourcing with a stable and reputable source of goods.
− Include an approximate quantity of the goods in the contract for ease of control
(3) Sourcing goods for
− Have relationship with more supplier
export
− Changing price of material − Continually update price with importer
− Apply fix price with importer
− Wrong, unsuitable => affect quantity, quality, − Both parties must have clear regulations on packaging and labeling
being claimed − Specify the type of packaging, the quality of the packaging, etc... The label on the package
(4) Packing & marking must match the type of goods inside
− Make clearly specify who is responsible in the implementation process as well as reasonable
compensation when errors occur.
− Quantity, quality fail to meet buyer ‘s standard − Read carefully, buy and prepare goods according to the requirements of the contract.
(5) Making pre – − Hire an independent third party to inspect the goods before they are shipped.
shipment inspection − Send samples to the importer to inspect the goods for themselves and determine if the quality
is acceptable before shipping any orders.

29
 − Amendment of L/C if necessary.

− Unbelievable carriers − Designate a well-known shipping company, especially should charter ships from companies
(6) Reserving shipping
− Changing freight with representative offices in the importing country.
space
− Buy cargo insurance
− Wrong doc vs L/C − Clearly stipulate the contents of the L/C and the necessary documents, revise until the two
parties agree.
(7) Getting goods − Check information carefully before send buyer
insured − Late (after vessel departure date) − Consider a reasonable time to open L/C
− Send the buyer a notice of late arrival so that both parties can come up with a solution in case
of force majeure
− Mistakes/difficult docs/late presentation − Request the parties to specifically mention both the content and form of the document in the
contract.
(8) Making documents
− Provide information, only accept documents from reputable supply or certified agencies.
− The importer requires the exporter to send 1/3 of the original bill of lading directly.
− FOB price − Buy insurance if necessary
− The proper term in this case is Free Carrier (FCA). Under FCA terms, The risk is transferred
when the goods are delivered to the first carrier and It is for goods packed in containers. This
term can help the seller to reduce the risk.
(9) Dispatching
goods

− Lack of cont/bad quality cont Late/Traffic jam => − Use the services of professional, highly specialized transport and logistics companies.
closing time Broken down (=> port of loading)
− Wrong port of container drop off
30
 − Vessel delay − Communicate with the importer to discuss every detail of the order delays and give them an
estimate of when to expect their package.
− Risk during transit, loading, discharging => − Buy cargo insurance. Some insurance companies also provide cover for losses due to delays
quantity, quality and malfunctions in exporting goods.
− Quality control and careful follow-up procedures throughout the delivery process.

− Importer refuses to receive goods due to quality, − Get to know your business partner carefully
quantity
− Web stuck − The customs declarant must be careful, carefully check the information in the documents
− Wrong HS, data declared => red flow => waste about the errors mentioned above, and notify the relevant parties for timely adjustment before
(10) Obtaining
time & cost making the customs declaration.
Customs clearance
− Forget to liquid the customs declaration, fill in log
book
− Has not yet paid, delay, lack of payment value − L/C, penalty, bank guaranty, check partner financial situation
− − Comply with safety principles when making international payments, immediately notify
(11) Receiving
banks and competent authorities if violations are detected during the payment process.
payment
− Exchange rate − Observe and monitor market fluctuations that may affect exchange rates to provide timely
forecasts and Risk managements
− Can not reach mutual solving solution => sue − Carefully drafted in the content of the contract terms
(12) Claiming or − Clearly define the selection of arbitrators and regulations or related issues right from the
solving claiming negotiation stage
− Attention to the issue of Dispute Settlement Terms from the round of negotiations

31
2.3 Risks in each steps of performing an import contract
− Making a clear contract, penalty, payment %...after receiving products, bank guaranty

32
 Step Risks Solution

(1) Obtaining Import − Wrong procedure, policy changing − Always update government policies
license − Consult expert about policy
− T/T in advance, careless L/C checking − Get to know your business partner carefully
− Consult the bank about the partner's business history
− Clearly stipulate the penalty clause in the foreign trade contract if the contract is not
(2) Taking initial steps
performed
of payment
− Request the bank's tools such as: Standby Letter of Credit, Performance bond, Bank
guarantee... Request to open L/C at reputable, well-known banks
− Unbelievable Issuing bank − Finding reliable Bank such as The State Bank of foreign

− Unbelievable carriers − Gain the right to actively charter ships.

(3) Reserving shipping
− Changing freight − Designate a well-known shipping company, especially should charter ships from companies
space
with representative offices in the importing country.
− Wrong doc vs L/C − Clearly stipulate the contents of the L/C and the necessary documents, revise until the two
parties agree.
(4) Getting goods
− Late (after vessel departure date) − Consider a reasonable time to open L/C
insured
− Send the buyer a notice of late arrival so that both parties can come up with a solution in
case of force majeure
− Mistakes/ difficult docs/ late presentation − Request the parties to specifically mention both the content and form of the document in
(5) Checking
the contract.
documents
− Provide information, only accept documents from reputable supply or certified agencies.

33
 − The bill of lading is not made by the importer but in the name of the shipping company, so
the importer needs to check and promptly compare the information on the bill of lading and
the ship's schedule to verify the authenticity.
− The importer requires the exporter to send 1/3 of the original bill of lading directly.
− Web stuck − The customs declarant must be careful, carefully check the information in the documents
− Wrong HS, data declared => red flow => waste about the errors mentioned above, and notify the relevant parties for timely adjustment before
(6) Obtaining Customs
time & cost making the customs declaration.
clearance
− Forget to liquid the customs declaration, fill in log
book
− Late shipment, no shipment because of increased − Use the services of professional, highly specialized transport and logistics companies.
(7) Taking delivery of
price − Carefully check the information of the documents before the goods are delivered.
goods
− Wrong HS − Appoint staff with extensive experience in looking up HS codes

− Lack of quantity, quality − The contract clearly stipulates the quantity, quality, marking, packing of goods.
(8) Inspecting import
− − Stipulate penalty conditions when receiving unsatisfactory products.
products
− Choose a guarantor bank to solve the problem.
− Wrong packing & marking − Carefully check the information of the contract about packing & marking
(9)
− Ask exporter to see the picture of packing to confirm.
− Can not reach mutual solving solution => sue − Carefully drafted in the content of the contract terms
(10) Claiming or − Clearly define the selection of arbitrators and regulations or related issues right from the
solving claiming negotiation stage
− Attention to the issue of Dispute Settlement Terms from the round of negotiations
− T/T in advance, careless L/C checking − Get to know your business partner carefully
(11) Making payment
− Consult the bank about the partner's business history

34
 − Clearly stipulate the penalty clause in the foreign trade contract if the contract is not
performed
− Request the bank's tools such as: Standby Letter of Credit, Performance bond, Bank
guarantee... Request to open L/C at reputable, well-known banks
(12) − Unbelievable Issuing bank − Finding reliable Bank such as The State Bank of foreign
.

35
36