It has been agreed that Seller comm

It has been agreed that Seller commits to sell and Buyer commits to buy the equipment and/or parts stipulated in the attached APPENDIX named “Description of Purchase” (the “Goods”), on the following terms and conditions:


ARTICLE 1: PAYMENT TERMS

1.1 100% of the Price shall be paid by Buyer by Irrevocable Letter of Credit 30 days from date of receiving documents of Buyer’s Bank, to be opened to Seller within seven working days of the date of signing of this Contract.
1.2 The Price excludes all applicable duties, taxes and duties, which shall be paid by the Buyer.

ARTICLE 2: DELIVERY / SHIPMENT

2.1 Price is CIF HAI PHONG Port & CIP Noi bai Air-Port, and shall be interpreted in accordance with the provisions of this Article 2.
2.2 All other costs beyond CIF HAI PHONG Port & CIP Noi bai Air-Port such as devanning, unloading, drayage, terminal charges, local handling, etc.; are not included.
2.3 Packing shall be Standard Export Packing.
2.4 Partial Shipments: allowed
2.5 Transshipment: allowed
2.6 Port of Loading: Any port of Thailand / Japan
2.7 Port of Discharge: Hai Phong port & CIP Noi bai Air-Port
2.8 Latest Date of Shipment: Within 12 weeks from the date of opening L/C

ARTICLE 3: DOCUMENTS REQUIRED

The Seller shall within 20 days after the date of shipment, presents the following documents to the Buyer:

3.1 03 clean onboard Bill of Lading issued by the shipping company, made out to
order endorsed in blank marked “Freight Prepaid”; and/or Airway Bill in 01 original and 01 copy
3.2 03 original Commercial Invoice.
3.3 03 original Packing List.
3.4 Insurance Certificates (02 original & 01 copy).

Below documents will be sent directly to the Buyer:
3.5 03 original Certificate of Quality and Quantity issued by the manufacturer.
3.6 01 original Certificate of Origin (CO form D and normal CO)


ARTICLE 4: WARRANTY AND INSURANCE
Goods are warranted to be free from defects in material and workmanship under normal use and service. Seller will, within one year from date of testing and commissioning or within 15 months from date of delivery whichever is the earlier, repair or replace any parts or any portion thereof which are returned to Seller and which Seller’s inspection confirms to be defective and under the terms of the Seller’s aforesaid warranty. Testing & commissioning of the Goods shall be carried out by Seller’s affiliated company in Vietnam during the aforesaid warranty period free of charge.
Insurance to be arranged by The Seller covering all risks for 110% Invoice value by beneficiary with claim payable in Haiphong City, Vietnam.

ARTICLE 5: FORCE MAJEURE
5.1 Should any event which is beyond either party's control ( a “Force Majeure Event”) and prevents either party from wholly or partly carrying out its obligations under this Contract, the time stipulated for the performance of the obligations should be extended as long as the Force Majeure Event lasts. Such Force Majeure Events include but shall not be limited to the following:
a. Acts of God, including storm, earthquake, flood or any other such operation of the forces of nature; or
b. War (declared or undeclared), hostilities, invasion, act of any foreign enemy, threat of or preparation for war, riot, insurrection, civil commotion, rebellion, revolution, civil war, and labor troubles blockages, sabotage of labor; or
c. All actions by governmental authorities having direct impact on the performance of obligations of this Contract, such as the prohibition of import or export of goods.
5.2 In case of Force Majeure, both parties shall notify each other of the Force Majeure Event and possible consequence for performance of this Contract within twenty (20) days following the beginning thereof, and at the termination of Force Majeure period. The period for execution of the Contract shall be accordingly extended.
5.3 Should Force Majeure lasts for more than three (03) months, the terms and conditions of this Contract shall be reasonably reviewed and amicably agreed by both parties

ARTICLE 6: ARBITRATION
This Contract shall be governed by the laws of Vietnam. Any dispute in this Contract that cannot be settled amicably between the parties shall be finally settled by arbitration in Hanoi according to the rules of the Vietnam International Arbitration Committee The arbitral tribunal shall be made up of 3 arbitrators. The arbitral award shall be binding upon the parties. Each party shall bear its own cost arising from the arbitration.

ARTICLE 7: GENERAL CONDITIONS
7.1 This Contract comes into effect from the date of signing. Any amendment and/or additional clause to these conditions shall be valid only if made in writing and signed by the duly authorized representatives of both parties.
7.2 Where permitted by applicable law, Seller shall not be liable for any indirect or consequential or special or economic losses or damages howsoever arising under this Contract (including but not limited to loss of profits or revenue or opportunity) and Seller’s aggregate liability under this Contract shall not exceed the maximum sum of the Price.
7.3 This Contract shall not be assigned/ novated by the Buyer without the Seller’s prior written consent. The Seller may assigned / novated to a related company which takes over its business activities under the scope of this Contract.
7.4 This Contract may be terminated by either party with written notice if either of the following event arises:
(i) if the other party does not perform its obligations under this Contract and does not rectify the breach within thirty (30) days written notice; or
(ii) if the other party goes into insolvency or liquidation or judicial management or a scheme of arrangement or in any other way shows that it can’t pay its debts.
7.5 This Contract constitutes the entire agreement made between the parties in relation to the subject matter of this Contract and supersedes and prevails over all previous communications, understanding and other agreements made between the parties over the same subject matter, including but not limited to the Buyer’s standard terms and conditions of purchase.
This Contract is made in English in four (4) originals by the duly authorised representatives of the parties. Each party keeps two (2) originals. Facsimile transmitted copies are recognized. If this Contract is translated into any other language, the English version shall prevail.

Kết quả (Việt) 1:

Nó đã đồng ý rằng người bán cam kết để bán và người mua cam kết để mua thiết bị và/hoặc bộ phận quy định tại phụ lục kèm theo tên là "Mô tả mua" ("hàng hoá"), về các điều khoản và điều kiện sau:ĐIỀU 1: ĐIỀU KHOẢN THANH TOÁN1.1 100% của giá sẽ được trả bởi người mua bởi không thể thu hồi thư tín dụng 30 ngày kể từ ngày nhận được tài liệu của ngân hàng của người mua, để được mở ra để bán trong vòng bảy ngày làm việc kể từ ngày ký hợp đồng này.1.2 giá không bao gồm tất cả các áp dụng nhiệm vụ, thuế và các nhiệm vụ, mà sẽ được trả bởi người mua.ĐIỀU 2: GIAO HÀNG / LÔ HÀNG2.1 giá là CIF Hải PHONG Port & CIP Nội bài Air-Port, và sẽ được hiểu theo quy định tại Điều 2 này.2.2 tất cả các chi phí ngoài CIF Hải PHONG Port & CIP Noi bai Air-Port như devanning, xếp dỡ, drayage, thiết bị đầu cuối chi phí, xử lý địa phương, v.v..; không được bao gồm.2.3 bao bì sẽ là đóng gói tiêu chuẩn xuất khẩu.2.4 một phần các lô hàng: cho phép 2.5 trung chuyển: cho phép 2.6 port tải: bất kỳ cổng Thái Lan / Nhật bản2,7 port xả: cảng Hải Phòng & CIP Nội bài Air-Port2,8 đặt ngày của lô hàng: trong vòng 12 tuần kể từ ngày mở L/CĐIỀU 3: TÀI LIỆU CẦN THIẾT Người bán sẽ trong vòng 20 ngày kể từ ngày của lô hàng, trình bày các tài liệu sau đây cho người mua:3.1 03 sạch trên tàu Bill vận đơn phát hành bởi công ty vận chuyển, làm ra để order endorsed in blank marked “Freight Prepaid”; and/or Airway Bill in 01 original and 01 copy3.2 03 original Commercial Invoice.3.3 03 original Packing List.3.4 Insurance Certificates (02 original & 01 copy).Below documents will be sent directly to the Buyer:3.5 03 original Certificate of Quality and Quantity issued by the manufacturer.3.6 01 original Certificate of Origin (CO form D and normal CO)ARTICLE 4: WARRANTY AND INSURANCE Goods are warranted to be free from defects in material and workmanship under normal use and service. Seller will, within one year from date of testing and commissioning or within 15 months from date of delivery whichever is the earlier, repair or replace any parts or any portion thereof which are returned to Seller and which Seller’s inspection confirms to be defective and under the terms of the Seller’s aforesaid warranty. Testing & commissioning of the Goods shall be carried out by Seller’s affiliated company in Vietnam during the aforesaid warranty period free of charge. Insurance to be arranged by The Seller covering all risks for 110% Invoice value by beneficiary with claim payable in Haiphong City, Vietnam.ARTICLE 5: FORCE MAJEURE5.1 Should any event which is beyond either party's control ( a “Force Majeure Event”) and prevents either party from wholly or partly carrying out its obligations under this Contract, the time stipulated for the performance of the obligations should be extended as long as the Force Majeure Event lasts. Such Force Majeure Events include but shall not be limited to the following:a. Acts of God, including storm, earthquake, flood or any other such operation of the forces of nature; or b. War (declared or undeclared), hostilities, invasion, act of any foreign enemy, threat of or preparation for war, riot, insurrection, civil commotion, rebellion, revolution, civil war, and labor troubles blockages, sabotage of labor; orc. All actions by governmental authorities having direct impact on the performance of obligations of this Contract, such as the prohibition of import or export of goods.5.2 In case of Force Majeure, both parties shall notify each other of the Force Majeure Event and possible consequence for performance of this Contract within twenty (20) days following the beginning thereof, and at the termination of Force Majeure period. The period for execution of the Contract shall be accordingly extended.5.3 Should Force Majeure lasts for more than three (03) months, the terms and conditions of this Contract shall be reasonably reviewed and amicably agreed by both partiesARTICLE 6: ARBITRATION This Contract shall be governed by the laws of Vietnam. Any dispute in this Contract that cannot be settled amicably between the parties shall be finally settled by arbitration in Hanoi according to the rules of the Vietnam International Arbitration Committee The arbitral tribunal shall be made up of 3 arbitrators. The arbitral award shall be binding upon the parties. Each party shall bear its own cost arising from the arbitration.ARTICLE 7: GENERAL CONDITIONS7.1 This Contract comes into effect from the date of signing. Any amendment and/or additional clause to these conditions shall be valid only if made in writing and signed by the duly authorized representatives of both parties.7.2 Where permitted by applicable law, Seller shall not be liable for any indirect or consequential or special or economic losses or damages howsoever arising under this Contract (including but not limited to loss of profits or revenue or opportunity) and Seller’s aggregate liability under this Contract shall not exceed the maximum sum of the Price.7.3 This Contract shall not be assigned/ novated by the Buyer without the Seller’s prior written consent. The Seller may assigned / novated to a related company which takes over its business activities under the scope of this Contract.7.4 This Contract may be terminated by either party with written notice if either of the following event arises: (i) if the other party does not perform its obligations under this Contract and does not rectify the breach within thirty (30) days written notice; or (ii) if the other party goes into insolvency or liquidation or judicial management or a scheme of arrangement or in any other way shows that it can’t pay its debts.7.5 This Contract constitutes the entire agreement made between the parties in relation to the subject matter of this Contract and supersedes and prevails over all previous communications, understanding and other agreements made between the parties over the same subject matter, including but not limited to the Buyer’s standard terms and conditions of purchase.This Contract is made in English in four (4) originals by the duly authorised representatives of the parties. Each party keeps two (2) originals. Facsimile transmitted copies are recognized. If this Contract is translated into any other language, the English version shall prevail.