UNIVERSITY OF TRANSPORT HO CHI MINH CITY

TRANSPORTATION ECONOMICS

FOREIGN TRADE TECHNIQUES

Topic: PURCHASE AND SALE CONTRACT

Lecturer: DINH QUANG TU

Grade: QL2303E
Presentation group: GROUP 4
UNIVERSITY OF TRANSPORT HO CHI MINH CITY
TRANSPORTATION ECONOMICS

Full name of member participating in the mission:

Nguyen Ngọc Loan Anh
Vien Lam Hao
Phan Thanh Nha
Cao Thi Kim Ngan
Nguyen Thi Kim Nhu
Phạm Thi Kieu Nhu
 CONTENT

INTRODUCTION ..................................................................1
CHAPTER 1 ...........................................................................2
CHAPTER 2 ............................................................................3
Seller's obligations ................................................................3
Buyer’s obligations................................................................6
CHAPTER 3 ............................................................................8
Contract analysis ...................................................................8
Purchase and sale contract .............................................9
CHAPTER 4 ..........................................................................14
CONCLUDE..........................................................................15
 INTRODUCTION
In the process of international economic integration and expanding
trade relations with all countries. The exchange of goods and services
between traders of different countries today has the most important
position in foreign economic activities. For Vietnam, the quantity and
structure of goods exchange with foreign countries is increasing. The
development of world trade goes hand in hand with trade disputes. The
basic legal form of international goods exchange is a foreign trade
contract, also known as an import-export contract. Therefore, when
signing and implementing contracts with import-export enterprises, we
must always pay attention to the most basic issues of foreign trade
contracts. A business participating in the large world market can suffer
losses due to objective and subjective reasons, lack of experience,
knowledge, and insufficient attention to the importance of research and
preparation. Thao. Drafting, signing and implementing foreign trade
contracts. Therefore, caution in negotiating and signing contracts will
help businesses avoid unnecessary disputes and damages. Today, foreign
trade contracts are truly an important and topical issue, helping
businesses a lot when entering the business field and integrating with
other countries. In which foreign trade contracts are the main stage that
requires us to explore, approach and solve many problems. Our group
are students at the University of Transport and are future entrepreneurs,
so we always want to learn and are interested in implementing and
drafting foreign trade contracts. Therefore, we chose the topic "Sales
Contract". To clarify this contract, my team has compiled the assignment
into 3 parts as follows:
Chapter 1: Introduction to the company in the BCT.
Chapter 2: Analysis of the parties' obligations according to selected
Incoterms conditions.
Chapter 3: Analyze and draft foreign trade contracts.
Chapter 4: Organizing the implementation of foreign trade contracts.

1
CHAPTER 1: INTRODUCTION TO THE COMPANY IN THE BCT.
Vietnamese Company
Company Name: Viet Danh Co., Ltd.
Address: 49, Street No.5, Ward 7, Go Vap District, Ho Chi Minh City,
Vietnam.
Phone: +84-08-62.956992
Fax: +84-08-62.955431
Representative: Ms. Ngo Thi My Hiep
Position: Chief Financial Officer
Industry: Mechanical Engineering – Machining and Manufacturing
2024 (There was change)
Address: Lot A30, Street No. 9, Uyen Hung Industrial Park, Tan Uyen
City, Binh Duong Province, Vietnam
Tax Code: 0303543492
Phone: 0274-362885 / 3642881
Year of Establishment: October 21, 2004
Representative: Ms. Nguyen Thi Thanh Hang
Position: General Director
Operational Status: Active (has been granted Technical Registration
Certificate)
Business Type: Manufacturer
Main Markets: Nationwide and International
Business Type: Manufacturer
Main Markets: Nationwide and International

2
Business lines: Viet Danh Company Limited sells the following
products:

 Stainless steel coffee spoon  Kitchen knife

 Stainless steel spoon  Rice spoon
 Fruit fork  Stainless steel tablespoon
 Stainless steel fork  Knife, spoon and fork set with
 Stainless steel knife embossed logo
 Knife, spoon and fork gift set

Contact:

 Email: info@vietdanh.com
 Website: www.vietdanh.com

Chapter 2: ANALYSIS OF THE PARTIES' OBLIGATIONS UNDER

THE SELECTED INCOTERMS 2010 TERMS
CIF, Incoterms 2010 terms:
- Delivery at port: CAT LAI PORT IN HOCHIMINH CITY, VIETNAM
- Transfer of risk: After the goods are safely loaded onto the ship at the
loading port
- Transport conditions: Not allowed to transport and allowed to transship
- Customs procedures:
* Import: VIET DANH COMPANY LTD
* Export: QINGDAO WANGJIN TRADE CO.,LTD
Seller's obligations:

3
 A1: General obligations: Provide goods, commercial invoices in
accordance with the sales contract and provide other documents as
stipulated in the contract (documents can be in paper or electronic
messages).
A2: Delivery: Place the goods on board the vessel nominated by
the buyer at the port of loading (ANY PORT CHINA). The seller must
deliver the goods at the time specified or within the period agreed with
the buyer as stated in the contract.
A3: Transfer of risk: Bear all risks of loss or damage to the goods
from the time the goods have been delivered in accordance with A2,
except in cases of loss or damage mentioned in B3.
A4: Carriage: The seller must contract for the carriage of the goods
to the agreed place of delivery, if any, at the place of delivery to the
named port of destination, or to any point at the port of destination. The
contract of carriage must be concluded on usual terms at the seller's
expense and must carry the goods by the usual route in a vessel of the
type normally used for the transport of the goods.
A5: Insurance: Unless otherwise agreed or used, the seller must, at
his own expense, by default obtain cargo insurance covering at least the
minimum cover specified in clause C. The insurance must be effected
with underwriters or an insurance company of good repute and entitle
the buyer, or any other person having an insurable interest in the goods,
to claim directly from the insurer.

The insurance must cover from the place of delivery stated in A2 and
terminate at least at the named port of destination.
The seller must provide the buyer with an insurance policy or certificate
of insurance or other evidence of insurance coverage.

4
 A6: Transport documents: The seller must, at his own expense,
provide the buyer without delay with the usual transport document for
the agreed port.
This transport document must cover the contract goods, be dated within
the period agreed for delivery, enable the buyer to take delivery of the
goods from the carrier at the port of destination and, unless otherwise
agreed, enable the buyer to sell the goods in transit, by transferring the
transport document to a subsequent buyer or by notification to the
carrier.
When the transport document is issued in negotiable form and in several
originals, a full set of originals must be presented to the buyer.
A7: Export/Import Clearance: The seller must, where applicable,
carry out and pay all export customs formalities required by the country
of export, such as: Export licence; Security checks on the goods for
export; Inspection of the goods on export and any other legal
requirements. The seller shall, where necessary, assist the buyer at the
buyer's request, risk and expense in obtaining any
documents/information necessary for customs clearance of the goods in
transit/import, including security clearance and inspection of the goods,
as required by the country of transit or the country of import.
A8: Inspection – Packing, Packaging – Marking: The seller shall
pay the costs of any inspection (such as quality control, weighing,
measuring, counting) necessary for delivery in accordance with A2.
The seller shall pack the goods at its own expense unless it is customary
for the trade to ship the goods unpacked. The seller shall pack and mark
the goods in accordance with the mode of transport, unless the parties
have specifically agreed on the method of packing and marking when
the contract is concluded.
A9: Allocation of costs: All costs relating to the goods until they
have been delivered to the buyer in accordance with A2, except those

5
payable by the buyer in accordance with B9; The costs of carriage and
all related costs arising from A4, including the costs of loading and costs
related to transport security; Any additional costs for unloading at the
port of destination, provided that they are part of the seller's contract of
carriage with the carrier; Transit costs if they are part of the seller's
contract of carriage; The costs of providing the buyer with evidence in
accordance with A6 that the goods have been delivered; The costs of
obtaining insurance in accordance with A5; Where necessary, customs
clearance, payment of export duty and any other costs relating to export
in accordance with A7 and payment to the buyer of all costs and charges
incurred in providing the seller with assistance in obtaining documents
and information in accordance with B7.
A10: Notice to the Buyer: The Seller must notify the Buyer that the
goods have been delivered in accordance with A2 and must promptly
notify the Buyer of any information necessary to enable the Buyer to
take delivery of the goods.
Buyer's Obligations
B1: General Obligations: Pay for the goods as required by the
contract (Documents may be in paper or electronic form).
B2: Take delivery: The Buyer must take delivery of the goods
when they have been delivered in accordance with A2 and receive them
from the carrier at the named port of destination.
B3: Passing of risk: The Buyer shall bear all risks of loss or damage
to the goods from the time they are delivered in accordance with A2.
If the Buyer fails to promptly notify the Seller in accordance with B10,
the Buyer shall bear all risks of loss or damage to the goods from the
agreed date or the last day of the agreed period for delivery, provided
that the goods have been clearly identified as the contract goods.
B4: Carriage: The buyer has no obligation to the seller to make a
contract of carriage.

6
 B5: Insurance: The buyer has no obligation to the seller to make a
contract of insurance. However, the buyer must provide the seller, upon
request, with any information necessary to enable the seller to obtain
additional insurance as required by the buyer as provided in A5.
B6: Proof of delivery: The buyer must accept the transport
documents provided in A6 if they are in conformity with the contract.
B7: Export and import clearance: The buyer must, where
necessary, assist the seller, at the seller's risk and expense, in obtaining
any documents/information relevant to export clearance, including any
security or pre-export inspection information required by the country of
export. The buyer must carry out and pay the costs related to customs
clearance as prescribed in the country of transit and the country of
import, such as: Import license or any permit required for transit;
Security check for import and transit; Inspection of goods and any legal
regulations.
B8: Inspection – Packaging, packing – Marking: The buyer has no
obligation to the seller.
B9: Allocation of costs: Pay all costs relating to the goods from the
time they have been delivered in accordance with A2, other than costs
payable by the seller under B9; Costs for the transit of the goods, unless
they are covered by the seller's contract of carriage; Costs for unloading,
including wharfage and quay charges, unless they are covered by the
seller's contract of carriage; Costs of any additional insurance requested
by the buyer under A5 and B5; Reimburse all costs and charges incurred
by the seller in providing assistance to the buyer under A5 or A7; Where
applicable, pay all duties, taxes and other charges as well as the costs of
carrying out customs formalities for transit and import in accordance
with B7; Pay all costs incurred by failure to give the seller timely notice
in accordance with B10, from the agreed date or the expiry date of the
agreed period for dispatch, provided that the goods have been identified
as the contract goods.

7
 B10: Notice to the seller: Where the buyer is entitled to determine
the time of delivery and/or the place of destination or the point of receipt
at that place of destination, the buyer must give the seller sufficient
notice thereof

Chapter 3: ANALYZE AND DRAFT FOREIGN TRADE

CONTRACTS.
Introduction:
+ The title includes the contract name as "SALES CONTRACT"
+ Contains the contract number, date of creation
+ Contractual Parties Information:
Party A (Buyer):
+ Company name, company address, phone number
+ Name of the representative
Missing:
+ Bank name, bank address, and bank account details of the seller
Party B (Seller)
+ Company name, company address
+ Phone and fax numbers
+ Bank name, bank address, and bank account details
Missing:
+ Email address
Contract Terms and Conditions:
- Commodity Terms: Complete with the product name
- Specification/Quality Terms: Complete with quality specifications
- Quantity Terms: Includes full quantity details and unit of measure
- Packing and Marking Terms: Complete with packing and
markingdetails
- PriceTerms: Includes unit price, total price, and total price written in
words, with a reference to Incoterms 2010
- Shipment/Delivery Terms: Includes delivery time, loading port, and
destination port, with a reference to Incoterms 2010

8
 - Payment Terms: Includes payment terms specifying 30%
prepayment and 40% upon receipt of goods, with complete bank
information
- Force Majeure Clause: Missing information
- Warranty/Guarantee Clause: Missing information
- Claim Clause: Missing information
- Penalty Clause: Complete information
- Arbitration Clause: Complete information (Vietnam Economic
Court in Ho Chi Minh City, settled by Vietnam Law)
End of Contract:
- Missing contract language (English), number of original copies
- Missing place of execution, validity period.

SALES CONTRACT
Date: January 24,2018
Contract No.: WJ20180124
This sales agreement made by between
Party A (Buyer): VIETDANH COMPANY LTD
Address: 49 street No.5, War 7, Go Vao Dist, HCM City, Viet Nam
Tel: 84-08-62.956992
Fax: 84-08-62.955431
Email: nfo@vietdanh.com
Represented by: Ms.NGO THI MY HIEP
And
Party B (Seller): QINGDAO WANGJIN TRADE CO.,LTD
Address: SOUTH HOMETOWN LANZHOU WEST ROAD 1186#
JIAOZHOU CITY QINGDAO, CHINA
Tel: 0086-13573886899
Fax: 0086-532-87298299
Represented by: XIN LIDONG
Titel: Director
Both parties agree to enter this agreement with the following
conditions& terms:

9
ARTICLE1: COMMODITY, QUANTITY, UNIT PRICE AND
MOUNT

No ITEM SPECIFICATIO QUANTIT UNIT AMOUNT

. N Y PRICE(US (USD)
D)
1 Grindin 10” 1600pc $7.50 $12,000.00
g Stone
2 Sic 25*550*1400 100pc $29.00 $2,900.00
Heater
3 Sic 25*500*1200 50pc $27.00 $1,350.00
Heater
TOTAL: 1,750pc $16,250.00

ARTICLE2: CONTRACT VALUE

Total contract value: 16,259.00USD
In words: Sixteen Thousand, Two Hundred and Fifty US dollars.

ARTICLE 3: QUALITY AND PACKING

1. Quality: 100% new as agreement by parties.
2. Supplier: QINGDAO WANGJIN TRADE CO.,LTD
3. Origin: China
4. Packing: Export Standard Packing. Safe for transportation by sea

ARTICLE 4: DELIVERY
1. Delivery time: about Mar 01,2018, send into port
2. Port of loading: ANY PORT CHINA
3. Destination port: CAT LAI PORT IN HOCHIMINH CITY,
VIETNAM
4. Shipping conditions: Partial shipment not allowed and
transhipment allowed
5. Terms of delivery: CIF HOCHIMINH CITY PORT, VIETNAM
( In corterms 2010)

10
 6. Insurance: Covered by seller

ARTICLE 5: DOCUMENTS REQUIRED

1. Full 3/3 sets of clean “shipped on board” ocean of Landing made
out to order of issuing band marked “freight prepaid” and notify
the applicant.
2. Commercial Invoice issued by The Seller in 03 originals
3. Packing list issued by The Seller in 03 originals
4. Certificate of Origin Form E: 01 original and 01 copy
5. Full set of Insurance policy or certificate in assignable form and
endorsed in blank for 110% in voice value covering All
6. Ben’s Certificate certifying that shipment advice advising the
particulars of shipment particulars such as: name of shipping lines,
name off vessel, name of goods, total quantity, Invoice value, date
and number of B/L, departure date, port of departure, port of
arrival, arrival time and one set of non-negotibale documents have
been emailed to ducnghia09@yahoo.com and/or
vi.hn@vietdanh.com within 5 days after issuing date of B/L

ARTICLE 6: TERM OF PAYMENT

1. By TT
2. Pay the 30% advance, and pay the 40% after rêciving copy B/L by
email, pay the 30% in 30 days since BL day
Seller company and bank details as below:
- Beneficiary’s name : QINGDAO WANGJIN TRADE
CO.,LTD.
- Beneficiary’s bank name: AGRICULTURAL BANK OF
CHINA, QINGDAO BRANCH
- SWIFT: ABOCCNBJ380
- BANK Address: 19 SHANGDONG ROAD QINGDAO
CHINA
- Beneficiary’s Account No.: 38140114040011447

ARTICLE 7: ARBTRATION

11
 In case of dispute arising in the course of implementation which
cannot be solved by two parties, the case shall be forwarded to VietNam
economic Court in Hochiminh City, and settled by VietNam Law.
The Court’s decision will be final and binding to the parties.
Arbitration fee and other related charges shall be paid by the losing
party, unless otherwise agreed

ARTICLE 8: COMMON PROVISION

Based on quantity of this contract, the Seller and the Buyer makde
custom clearance in accordance with the stipulate of Vietnamese
govermment. Both parties undertake to carry out strictly the tems and
conditions signed in this contract
Any amendment and addendum to this sales contract must be agreed and
signed by both for implenmentation.

ARTICLE 9: WARRANTY
The Seller warranty the good in a period of 12 months from the
date of shipment. Any part under warranty clause are supply free of
charge within 7 days from the date of buyer’s claiming letter.

ARTICLE 10: FORCE MAJEURE

Neither party shall be held responsible for any delay or failure in
performance of any part of this agreement to the extent such delay or
failure is caused by fire, flood, explosion, war, embargo, government
requirement, civil or military authority, act of God, or other similar
causes beyond its control and without the fault or negligence of the
delayed or non- performing party. The affected party will notify the
other party in writing within ten (10) days after the beginning of any
such cause that would affect its performance. Notwithstanding, if a
party’s performance is delayed for a period exceeding thirty (30) days
from the date the other party receives notice under this paragraph, the
non-affected party will have the right, without any liability to the other
party, to terminate this agreement,

ARTICLE 11: CLAIM

12
 In case upon taking the delivery, the Goods are not in strict
conformity with conditions stipulated in the contract in terms of quality,
quantity and packing, the Buyer shall submit his claim together with
sufficient evidence of copy of the contract, Survey Report, Certificate of
Quality, Certificate of Quantity, Packing List with certification of the
authorized inspection company agreed by the two parties within 30 days
upon the ship’s arrival. Upon receiving the claim, the Seller shall in a
timely manner solve it and reply in writing within 30 days, after such
receipt. Incase of the Seller’s fault, the Seller shall deliver the
replacements not later than 30 days after the official conclusion

ARTICLE 12: OTHER TERMS

Any amendments or modifications to the contract shall be made by
fax or in
writing with the confirmation of the two parties
The contract is made in English in 6 equal origins, 3 for each party

13
 Chapter 4: ORGANIZING THE IMPLEMENTATION OF FOREIGN
TRADE CONTRACTS.

(1) Sign the contract

(2) Submit the application for opening L/C
(3) Issue L/C to the receiving bank
(4) Transfer L/C to the exporter
(5) Check and correct the delivery validity
(6) Send goods and customs declaration, documents
(7) Issue B/L: The shipping line will issue a set of documents and send
them back to the seller for review. (If any, edit before the deadline
specified by the shipping line)
(8) Issue original B/L
(9) Send copy of B/L via email
(10) Send payment request documents
(I1) Transfer payment request documents
(12) Check documents and notify the notifying bank
(13) Amend L/C or make payment

14
(14) Request payment
(15) Confirm payment
(16) Send A/N
(17) Submit documents to get delivery order
(18) Pay tax to complete customs procedures
(19) Receive goods

CONCLUSION

To improve the understanding of international trade business

operations, especially the signing of import-export contracts, which is
extremely important for the production and business activities of import-
export enterprises in the current market mechanism.

In recent years, the signing and implementation of foreign trade

contracts have been paid more attention than before, there are many
effective measures to improve the efficiency of signing import-export
contracts, creating legal certainty, limiting financial risks and negative
impacts on the production and business activities of enterprises.

15