I.

Sentence structures in contracts:

1. Structure 1:
- Compound : Main clause ,+
and/or+ main clause
The buyer agrees to buy, the
seller agrees to sell AND they,
therefore, enter into this
contract.
2. Structure 2
• (a) Main clause + as soon as, provided,
if, when, where, in the event that... +
subordinate clause
• (b) as soon as, provided, if, when,
where, in the event that ...+ subordinate
clause, + main clause
• If delivery is not effected within one
month of the agreed delivery date, then
the Seller shall pay the Buyer 0.1% of
the contract price.
3. Structure 3
The daisy chain
• Main Clause + subordinate Clause +
subordinate clause + subordinate
clause
• Ex: The delivery time has been
adhered to if the consignment is ready
for dispatch ex works within the agreed
period and if notice to this effect is sent
to the Purchaser
4. Structure 4
• Subordinate clause + main clause +
subordinate clause
• Ex: Where the Contract provides for
deliveries in lots or installments
(chuyến/đợt), penalties for late delivery
shall be calculated on the basis of the value
of each lot or installment, provided that the
late delivery does not impede the general
performance of the Contract.
• II. Tenses used
• - The Buyer has to (shall) make due
payment.
• - The Seller must (shall) be liable for
damaged goods.
• - The parties will (shall) be under no
liability in the event of Force Majeure.
• III. Repetition Avoiding
• The Goods and all the parts of the
Goods shall be free from any defects.
• The Goods and all the parts thereof …
• The Seller and the Buyer to the
Contract agree that …
• The Seller and the Buyer hereto agree
that...
• IV.Emphasizing
• If the Buyer does not notify the Seller
of the defects within the period of
claims,
• If the Buyer fails to notify the Seller …
• Any amendments to the L/C shall not
be made without prior written
acceptance of the other party.
• No amendments to the L/C shall be
made...
• Either party shall not be entitled to
delegate/assign the right or duties of
this contract to a third party without
prior agreement in writing of the other
party.
• Neither party shall be entitled …
• V. Old – fashioned words are used
• Where, whereas, witnesseth
• Where required, the Seller shall
provide/furnish the Buyer with any
necessary documents to complete his taking
delivery. (Where = When/If)
• Whereas (because of the fact that...)
• (vì rằng, xét)
• Where (In the event of...)
• V.Old – fashioned words are used
• Witnesseth that
• This Contract witnesseth that….
(làm bằng chứng…)
• In Witness whereof
• (làm bằng chứng cho việc này.)
• The parties hereby agree that…
• Save as/ Save the case of/that/ Save
where
• Save where/ Save the case that Force
Majeure occurs, the Seller shall be
liable for making due delivery.
• Unless otherwise stated (Trừ phi được
quy định khác đi), the following
documents shall be made in triplicate.
• Unless otherwise the Seller may agree,
the L/C shall be provided for payment
in the same currency as in this Sale
 • Or otherwise
“Contract” means this Contract, its preamble and
appendices, as well as all documents expressly
listed as Contract documents or otherwise (trừ
trường hợp có đề cập khác đi )expressly
mentioned in this Contract.
VI. Commonly used terms
•Include but not limited/ restricted to/
include but without restriction/ limitation
to
•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
profits, loss of use or loss of contract.
• Be subject to
• + Delivery shall be subject to (tùy
thuộc) availability of the vessel or
vessel’s space.
• This price is subject to (đã có tính
đến) 5% discount
• Any items, equipment, parts, regardless of
the country of manufacturer within the
scope of the Seller’s supply shall be subject
to (phải được) pre-shipment inspection and
necessary test witnessing by SGS.
• The guarantee shall be subject to (là trên cơ
sở) the buyer’s having adhered to the
Seller’s instruction to installation, operation
• The Seller shall be obliged to
compensate and save harmless the
Buyer for personal injury and property
damage to the extent that the damage
concerned (có liên quan) is covered by
the Seller’s insurance.
• The Seller shall deal with all matters
concerning (liên quan đến) the
shipment, whether the prices stipulated
Free on Board, Cost and Freight or
Cost, Insurance, & Freight
• Arbitration fees shall be borne by the
faulty party.
• Phí trọng tài sẽ do bên có lỗi chịu.
• The contractor shall be entitled to (có
quyền/ được hưởng) such interest on
delayed payment without formal
notice and without prejudice to
(không làm ảnh hưởng) any other
rights or remedies.
• The Seller may, at its sole discretion, (tùy
quyền định đoạt của riêng/chính mình)
arrange for the vessel or the vessel’s space
and make shipment of the Goods without
prejudice to any other rights and remedies
the Seller may have under this contract.
At s.b’s discretion
According to what s.o decides or wishes to
do.
At s.o’s disposal
Available for use as s.o prefers
 Vietnamese-English Translation
1. Hai bên cùng đồng ý về hợp đồng mua và bán
gạo với các điều kiện như sau:
2. Lót hàng, cót tính vào tài khoản của chủ tàu/
người mua.
3.Tất cả các khoản thuế xuất khẩu ở nước xuất
xứ do người Bán chịu.
4. Tất cả các khoản thuế thu nhập, thuế khác ở
nước đến và bên ngoài Việt Nam sẽ được tính
vào tài khoản của người mua
1. It has been mutually agreed to the sale and
purchase of rice on the terms and conditions as
follows/ on the following terms and conditions:
2. Dunnage, bamboomat shall be/to be for/at/ to
the Ship owner’s/Buyer’s account.
3. All the export duties levied in the original
county / Seller’s country/shall be for/at/to the
Seller’s account/ his account.
4. All the income taxes and other duties levied
in the country of destination or others outside
Vietnam shall be/ to be for the Buyer’s account.