Dịch contract của thầy:
1. Item Name Clause:
Polished Tam Rice 5% broken, Northern Vietnam, 2019-2020 crop season.
2. Quantity Clause: 2000 MT ± 5%, the tolerance to be chosen by the buyer. The tolerance
price is based on the contract unit price.
3. Quality Clause:
Vietnam rice 5% broken, crop 2020
• Moisture: 14% max
• Foreign matter: 0.5% max
• Broken kernel: 5% max
• Whole grain: 90% min
• Chalky kernel: 8% max
• Damaged kernel: 0.5%
• White belly kernel: 2% max
• Red kernel: 2% max
• Immature kernel: 2% max
• Red kernel: 4% max
• Milling degree: ordinary milled/ reasonable milled/ well milled
Quality certificate issued by Vinacontrol at the loading port shall be the final legal proof.
4. Packaging Clause:
The rice shall be packed in new jute bags, with a net weight of 100 kg per bag, approximately
100.6 kg including packaging. The mouth of the bags will be hand-sewn with twin jute thread
suitable for handling and sea transport. The seller will provide an additional 0.2% new jute bags
free of charge over the total number of bags loaded on the ship.
5. Price Clause:
● Unit price: 800 USD/MT, FOB Hai Phong port, Vietnam, Incoterms 2020.
● Total price: 1,600,000 USD.
● In words: One million six hundred thousand US dollars.
● The above prices include packaging costs and loading costs at the port of departure.
6. Delivery Clause:
● Loading port: Hai Phong port, Vietnam
● Discharge port: Manila port, Philippines
● Delivery period: From January 01 to January 15, 2020
● Delivery notice (3 times):
○ The seller must notify the buyer immediately when the goods are ready for
delivery.
○ The buyer must notify the seller before the ship arrives at Hai Phong port no later
than 36 hours with the information: Ship name, ship number, ETA (estimated
time of arrival).
○ Within 24 hours after completing the loading at Hai Phong port, the seller must
notify the buyer of the information: Delivery status, bill of lading number and
date.
○ Notification shall be made by telex.
**Note on delivery notice: If delivered CIF, only one delivery notice may be required, e.g.:
Within 24 hours after the ship departs for Manila port, the seller must notify the buyer by telex
with the information: Bill of lading number and date, estimated time of arrival at the discharge
port.)
● Loading conditions (optional, suitable when using a charter ship – not needed if the
volume of goods shipped is not significant by liner ship): The seller must ensure a
minimum loading rate of 500 MT per 24 continuous working hours in good weather,
excluding Saturdays, Sundays, official holidays, even if worked (WWDSHEXEIU).
● Loading Bonus/Penalty (suitable for charter ship, not needed for liner ship): 1000
USD/2000 USD per day. **Note: Penalty is double the bonus. If delivered CIF, it should
be Loading/Discharge Bonus/Penalty).
● Working time benchmark (suitable for charter ship, not needed for liner ship): When
receiving NOR (notice of readiness) before noon, start loading from 1 PM the same day.
Receiving NOR in the afternoon, start loading from 8 AM the next day).
● Other regulations: Transshipment is not allowed, partial shipment is not allowed. **Note
on minimum content to be specified in the delivery clause:
● Delivery location (loading port, discharge port – specify the name of the port);
● Delivery period (specify a deadline for delivery or a sufficiently long delivery period);
● Delivery notice (specify the time, content, and method of notification).
7. Payment Clause:
7.1. Payment by L/C: Payment shall be made by irrevocable sight letter of credit in US dollars
with the letter of credit value being 100% of the total contract value in favor of the seller. The
letter of credit shall be opened at a reputable bank in the Philippines, advised through Vietcombank
Thanh Cong branch. The letter of credit shall be opened at least 45 days before delivery and valid
for 45 days from the delivery date. The letter of credit shall be paid immediately upon presentation
of the shipping documents by the beneficiary:
● Draft drawn on the issuing bank
● Full set of clean on-board bills of lading (3/3), consigned to the order of the issuing bank,
notify the buyer
● 03 originals, 3 copies of signed commercial invoice
● 03 originals, 3 copies of Quality and Quantity Certificate issued by Vinacontrol
● 03 originals, 3 copies of Certificate of Origin issued by the competent authority in the
exporting country.
7.2. Payment by Telegraphic Transfer (T/T): Payment shall be made by telegraphic transfer (T/T)
in favor of the seller for 100% of the commercial invoice value in US dollars within 3 days after
the buyer receives the shipping documents sent by the seller by post. Seller’s account number:
xxxxyyyyyzzzz Bank: Vietcombank Thanh Cong branch, Hanoi, Vietnam. Shipping documents:
● Draft drawn on the importer
● Full set of clean on-board bills of lading (3/3), consigned to the order of the issuing bank,
notify the buyer
● 03 originals, 3 copies of signed commercial invoice
● 03 originals, 3 copies of Quality and Quantity Certificate issued by Vinacontrol
● 03 originals, 3 copies of Certificate of Origin issued by the competent authority in the
exporting country.
7.3. Payment by Collection (with documents): Payment shall be made by documentary collection
(D/P) in favor of the seller for 100% of the commercial invoice value in US dollars. Seller's bank
(collecting bank) is VCB Thanh Cong branch, Hanoi, Vietnam. Buyer's bank (collecting agent) is
Mizuho Corporate Bank, Manila, Philippines. Shipping documents:
● Draft drawn on the importer
● Full set of clean on-board bills of lading (3/3), consigned to the order of the issuing bank,
notify the buyer
● 03 originals, 3 copies of signed commercial invoice
● 03 originals, 3 copies of Quality and Quantity Certificate issued by Vinacontrol
● 03 originals, 3 copies of Certificate of Origin issued by the competent authority in the
exporting country. **Note on basic content to be specified in the payment clause:
● Payment method;
● Payment deadline;
● Payment value;
● Payment currency;
● Related parties (beneficiary, payer, banks);
● Shipping documents (payment documents). **Note on shipping documents (payment
documents):
● Basic documents to specify include: Draft (drawn on the issuing bank if paying by L/C,
drawn on the importer if paying by T/T or collection); Commercial invoice; Certificates
of quality, quantity, origin, packing list...
● Specify the number of originals/copies of each document.
● Additional documents may be included (e.g., if delivered CIF, add insurance
certificate...).
8. Force Majeure/Exemption Clause:
● Method 1: Both parties shall not be liable for failure to perform the contract obligations
in cases of Force Majeure. Upon the occurrence of Force Majeure events beyond the
control of the parties, unforeseeable and unavoidable events including but not limited to:
War, civil war, riots, strikes, natural disasters, floods, earthquakes, tsunamis, explosions,
fires, factory breakdowns, government interventions, etc., the affected party shall notify
the other party by fax within 3 days of the incident. Evidence of Force Majeure shall be
issued by the competent authority and sent to the other party within 7 days. Beyond this
period, Force Majeure will not be considered. In the event of Force Majeure, the parties
may agree to extend the performance period of the contract; if no agreement is reached,
the performance period shall be extended by a period equal to the duration of the Force
Majeure event plus a reasonable time to overcome the consequences. However, if the
extended period exceeds the deadlines under the applicable law for this contract, the
affected party shall be exempt from performing the contract obligations.
Method 2: Force Majeure shall be applied according to ICC publication 421. The
document is considered an appendix to the contract. (Note: If using Method 2, you need
to understand ICC publication 421).
9. Claims Clause: When a party is deemed at fault during the contract performance, the
affected party has the right to file a claim for compensation. The claim dossier must be
complete, valid, and sent to the claimed party within the claim period stipulated by the
law applicable to this contract. The claimed party is obliged to resolve the claim in a
cooperative and good-faith manner. **Note: The claimed party can be either the seller or
the buyer, and the cause of the claim can be diverse (late delivery, incorrect quantity,
type, quality of goods, late payment...), so it is not possible to specify the documents in
the claim dossier in detail. **Basic claim dossier includes:
○ Claim letter
○ Shipment dossier: Contract, B/L, quality, quantity certificates, original legal
documents such as COR, ROROC, CSC...
○ Loss inspection report
○ Claimant’s request for resolution and compensation: Penalty, price reduction,
goods replacement, repair...
10. Arbitration Clause: All disputes arising out of or in connection with this contract shall
be settled by negotiation and conciliation in the first instance. If no agreement is reached,
the dispute shall be referred to the Vietnam International Arbitration Center (VIAC)
beside the Vietnam Chamber of Commerce and Industry for arbitration in accordance
with its rules and procedures. The arbitration award shall be final and binding on both
parties. Arbitration costs shall be borne by the losing party.
11. Applicable Law Clause: The law applicable to this contract shall be the Law of
Vietnam. Or: The law applicable to this contract shall be the current law of Vietnam.
