Social Media Strategy (1).pdf - IMPORT AND EXPORT...

This preview shows page 1 out of 63 pages.

Unformatted text preview: IMPORT AND EXPORT MANAGEMENT SALE CONTRACT Prepared by Group 4 PRESENTATION OUTLINE What to Expect Today 1 Overview Sale Contract 2 Example of Sale Contract and mistakes frequently made 3 Lesson learn & Conclusion OVERVIEW Sale Contract An agreement between a seller and a buyer for the sale of goods, it contains the main rights and obligations of the Parties, the remedies for breach of contract by the Buyer; the remedies for breach of contract by the Seller; the general rules that apply equally to both parties . But the contract should, at a minimum, identify the seller and buyer, the quantity and type of product, delivery time, price and conditions of payment. OVERVIEW OF SALE CONTRACT Contracting parties The main articles Signature of contracting parties Structure Of A Sale Contract OVERVIEW OF SALE CONTRACT GROUP MEMBERS TONG PHUC THIEN PHAM GIA LINH CAO QUYNH ANH NGUYEN TRAN TRUC NGOC THAI BOI LINH DIEP MINH TRUC PHAM HA PHUONG Name of contract Contracting parties Contract number Date and place contract signed Contracting parties Terminology (if necessary) OVERVIEW OF SALE CONTRACT This part is divided into 4 parts: First part: Rules on goods - Delivery, price, payment conditions and documents The main articles Second part: the remedies of the Seller and Buyer in case of breach of contract , lack of conformity of goods, transfer of property and legal defects Third part: the rules on avoidance of contract Fourth part: The standard provision OVERVIEW OF SALE CONTRACT Signature of contracting parties OVERVIEW OF SALE CONTRACT EXAMPLES AND MISTAKES MAIN ARTICLES SALE OF CONTRACT A ARTICLE 1: Commodity Goods are written with: - technical and commercial name - name of manufacturer - origin country, and so on MAIN ARTICLES OF A SALE CONTRACT ARTICLE 1: Commodity Goods are written with: - technical and commercial name - name of manufacturer - origin country, and so on VIETNAMESE Long Grain White Rice 25% broken rice MAIN ARTICLES OF A SALE CONTRACT ARTICLE 2: Quality Quality of the goods should be in agreement of 2 parties and should be described in 5 ways: - By samples - By standards - By describing in details - By Trade-mark - By technical documents: catalogue, manufacturing drawings MAIN ARTICLES OF A SALE CONTRACT MAIN ARTICLES OF A SALE CONTRACT ARTICLE 2: Quality Quality of the goods should be in agreement of 2 parties and should be described in 5 ways: - By samples - By standards - By describing in details - By Trade-mark - By technical documents: catalogue, manufacturing drawings --> BY DESCRIBING IN DETAILS ARTICLE MAIN ARTICLES OF A SALE CONTRACT 3: Quantity There are 3 issues we need to consider when identifying quantity of good: Unit used to identify quality of good - Unit of weight (MT, Lb) - Unit of length (yard, mile) The method to identify quantity of good QUANTITY: 50,000,000 Types of weight - Gross weight - Net weight ARTICLE MAIN ARTICLES OF A SALE CONTRACT 3: Quantity There are 3 issues we need to consider when identifying quantity of good: Unit used to identify quality of good - Unit of weight (MT, Lb) - Unit of length (yard, mile) The method to identify quantity of good QUANTITY: 50,000,000 Types of weight - Gross weight - Net weight TONS MAIN ARTICLES OF A SALE CONTRACT ARTICLE 4: Packaging and Marking The label should indicate quality, quantity, method of use etc. Packaging help export products to the market in top condition, as well as in presenting your goods in an attractive way. Marking means to mark the address, number of packages etc, on the packets. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 4: Packaging and Marking The label should indicate quality, quantity, method of use etc. Packaging help export products to the market in top condition, as well as in presenting your goods in an attractive way. Marking means to mark the address, number of packages etc, on the packets. ARTICLE 5: Price One of the most important clauses of the foreign trade contract - Currency of price - Method of identifying price - Terms of Sale MAIN ARTICLES OF A SALE CONTRACT ARTICLE 5: Price Currency of price - The currency of seller or buyer 's country - It is often agreed to choose the currency with stable price in foreign exchange market. - The currency are more commonly used: USD, JPY, EUR, GBP MAIN ARTICLES OF A SALE CONTRACT ARTICLE 5: Price Method of identifying price - Fixed Price: The price to be stipulated at the time of signing and not changed in implementing contract - Deferred Price: The price to be stipulated at the time of implementing contract MAIN ARTICLES OF A SALE CONTRACT ARTICLE 5: Price Method of identifying price - Revisable Price: The price to be quoted at the time of signing and revised at the time of implementing contract when having price fluctuation MAIN ARTICLES OF A SALE CONTRACT ARTICLE 6: Delivery - Term of Delivery: - Time of Delivery: In the contract, the parties should indicate the specific dates for delivery or a period - Place of Delivery MAIN ARTICLES OF A SALE CONTRACT ARTICLE 6: Delivery - Time of Delivery: One of the several ways to set the delivery time + While 30 days after L/C issued date + Within 30 days after effective date of this agreement + Delivery as soons as possible MAIN ARTICLES OF A SALE CONTRACT ARTICLE 6: Delivery - Place of Delivery: + Place of delivery is specified in the contract. This method is rarely used + According to the terms of sale -INCOTERMS MAIN ARTICLES OF A SALE CONTRACT ARTICLE 6: Delivery MAIN ARTICLES OF A SALE CONTRACT ARTICLE 6: Delivery - Notice of Delivery: The contents of - Others: notice: Notices should be made before + Partial shipment: allowed or not and after shipment of goods, such as allowed + The quantity and quality of goods + Total shipment actually delivered + Transshipment allowed or prohibited + Date of loading ship and date of issuance of B / L and number of B / L + The departure date of the port of departure... MAIN ARTICLES OF A SALE CONTRACT ARTICLE 6: Delivery MAIN ARTICLES OF A SALE CONTRACT MAIN ARTICLES OF A SALE CONTRACT ARTICLE Delivery 6: ARTICLE 7: Payment Currency of payment Methods of payment Time of payment MAIN ARTICLES OF A SALE CONTRACT ARTICLE 8: Document MAIN ARTICLES OF A SALE CONTRACT ARTICLE 8: Document - Commercial Invoice – Bill of Lading – Certificate of Quantity – Certificate of Quality – Packing List – Insurance Certificate/ Insurance Policy – Certificate of Origin MAIN ARTICLES OF A SALE CONTRACT ARTICLE 9: Inspection Inspection before shipment ( Pre-shipment Inspection) Inspection by the Buyer Inspection by Inspection service Inspection of goods at arrival (destination place) Buyer’s rights in the event of discrepancy in quantity Buyer’s rights in the event of discrepancy in quality MAIN ARTICLES OF A SALE CONTRACT ARTICLE 10: Warranty Only when the contract is for the purchase of machinery and equipment EX: Machinery equipment shall be inspected for the standard quality agreed by both parties. Both parties will sign the acceptance protocol after test running of the machine at the buyer’s site. The seller provide for all damaged parts in period of 12 months. => NOT CORRECT. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 10: Warranty Machinery equipment shall be inspected at port of destination for the standard quality agreed by both parties. Both parties will sign the acceptance protocol after test running of the machine at the buyer’s site. The seller provide for all damaged parts in period of 12 months protocol. MAIN ARTICLES OF A SALE CONTRACT from the date of signing acceptance ARTICLE 10: Warranty Other goods: Unless expressly stipulated on the face of this contract, Seller make no warranty or condition, or impliedly, as to the fitness suitability of the goods for any particular purpose. Or we can skip this article. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 11: Insurance -Types A, B, C CIP or CIF - The value >=110% value of contract is awarded to - The place: buyer's country Seller buys. To be covered all by Seller MAIN ARTICLES OF A SALE CONTRACT ARTICLE 11: Insurance EX:According to CIF. Covering “All risks” for 110% of invoice value. Insurance certificate showing claim payable at Ho Chi Minh City, is awarded to According to CIF, Incoterm 2010. Covered by the seller, covering “All risks” for 110% of invoice value. Insurance certificate showing claim payable at Ho Chi Minh City, VietNam by the VietNam Insurance Company, MAIN ARTICLES OF A SALE CONTRACT Ho Chi Minh City branch. ARTICLE 12: Claim THIS CERTIFICATE IS AWARDED TO quantity and quality of the goods, money or any other problem that damages one's interests Any defects in the - The time of filing the complaint - The applicant - The time limit for resolving is awarded to MAIN ARTICLES OF A SALE CONTRACT ARTICLE 12: Claim In the case of loss or damage after goods landed at port of arrival all by the Buyer shall be made claim for quantity must be presented two month after arrival of goods at Saigon Port, claim for quality within three month after the goods at Saigon Port, and shall be confirmed in writing together with survey report of the goods inspection office of the VINACONTROL. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 12: Claim The survey report of VINACONTROL should be regards as final. Whenever such claim is to be proved as of the seller's responsibility. The seller shall settle without delay. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 12: Claim The Buyer will be entitled to have the goods inspected by Vinacontrol at the destination, if any discrepancy arises in respect of quantity and quality the Buyer will first lodge claim by cable with the Seller, then within discharge 90 days from the date of will make a formal claim with supporting settled by the Seller within 30 days from its receipt of the Buyer's formal claim documents, such claim shall be MAIN ARTICLES OF A SALE CONTRACT ARTICLE 12: Claim EX:Claim shoud be filed by the Buyer within 25 days for quantity related claims and 30 days for quality related claims after arrival of good at the port of destination. Failing which, such claims will be deemed to have been waived. --> Not enough information MAIN ARTICLES OF A SALE CONTRACT ARTICLE 12: Claim In case for quantity claims, weight franchise +/- 0.5% against bills of lading weight is to be accepted. Any shortweight representing less than 0.5% of total shipment will not be considered by the Seller. If short-weight exceeds 0.5%, the Seller shall compensate to the Buyer the amount for the short-weight after deducting the 0.5% franchise. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 13: Penalty Delay shipment/ delay payment Delay opening L/C Cancellation of contract MAIN ARTICLES OF A SALE CONTRACT ARTICLE 13: Penalty In case delay shipment/ delay payment happens, the penalty for delay interest will be based on annual rate 15% In case delay opening L/C happens, the Seller has the right to delay shipment If Seller or Buyer want to cancelled the contract, 5% of the total contract value would be charged as penalty to that party. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 13: Penalty EX: In case of delay shipment happens, the maximum allowance is 15 days, the penalty for delay interest will be based on annual rate 15 percent of the contract amount. => In case of delay shipment happens, the maximum allowance is 15 days from the L/C opening day, the penalty for delay interest will be based on annual rate 15 percent of the contract amount. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 13: Penalty In case of inadequate cargo as stipulation in contract, this cargo must be re-exported returning to the Seller. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 13: Penalty EX: If the Seller has implemented the articles of the contract exactly but the buyer does not pay to the seller,the buyer has to compensate for the seller 3%. --> If the Seller has implemented the articles of the ontract exactly, the buyer does not pay to the seller through TTR 15 days after shipment date, the buyer has to compensate for the seller 3% of the total contract value MAIN ARTICLES OF A SALE CONTRACT ARTICLE 14: Arbitration Arbitration article shall be stipulated: - Applicable Law ( Contract, formation, validity, interpretation of country ) - Place of arbitration - Who shall bear the arbitration cost MAIN ARTICLES OF A SALE CONTRACT ARTICLE 14: Arbitration Adding agreed contents : (a) the number of arbitrators shall be one. (b) the place of arbitration shall be in Ho Chi Minh City, Vietnam. (c) the governing law of the contract is the substantive law of Vietnam. (d) the language to be used in the arbitral proceedings shall be in English. Arbitration decision shall be accepted as final the both parties. The fees for arbitration and/or other charges shall be borne by the losing party, unless otherwise agreed. MAIN ARTICLES OF A SALE CONTRACT ARTICLE 15: MAIN ARTICLES OF A SALE CONTRACT Force Majeure We need to specify notification of force majeure by parties and how to solve the force majeure. ARTICLE 15: MAIN ARTICLES OF A SALE CONTRACT Force Majeure Should the events causing the Force Majeure lasts more than 30 days, this contract will be automatically cancelled (unless otherwise agreed by both parties) without penalty to either party. Any part involving Force Majeure shall notify in writing to other party within 48 hours of occurrence of the force majeure together with a certificate issued by an official entity of the country affected by the force majeure giving details of the event(s). ( miss who take responsibility, notification of force majeure ) ARTICLE 18: MAIN ARTICLES OF A SALE CONTRACT OTHERS - Tax, levies on cargo at the port of loading and export procedures inside Vietnam that are Seller’s responsibilities. Any tax, levies on cargo and import procedures outside Vietnam that are Buyer’s responsibilities. - Any amendment or supplement to this contract shall be valid if they are in writing and signed legally by both contracting parties. - This contract shall come into force and binding for both seller and buyer after being signed legally by both contracting parties. - This contract is done in March 04th, 2013 in four English originals, two of which for each party. The contract signed through facsimile is deemed original. What We Have Learned CONCLUSION REASONS FOR MAKING MISTAKES IN SALE CONTRACT Being unprepared REASONS FOR MAKING MISTAKES IN SALE CONTRACT Being too general How much is owed? When is it due? What happens if the payment is not made on time? REASONS FOR MAKING MISTAKES IN SALE CONTRACT Confusing wording: Jargon Consisting in your wording Define the confusing terms VIETNAMESE BUSINESS COMMON MISTAKES In Vietnamese's Law is somehow not strict enough VIETNAMESE BUSINESS COMMON MISTAKES The level of tolerance in the contract leading to many conflicts in the process of implementation VIETNAMESE BUSINESS COMMON MISTAKES Lack of the information about quantity for the product Example: Honda C70 from Malaysia VIETNAMESE BUSINESS COMMON MISTAKES Insurance REFERENCES LMS - EXPORT IMPORT MANAGEMENT (Chapter 5: International Sale Contract) Book: “Model Contracts For Small Firms: Legal Guidance For Doing International Business” - Chapter 3: International Commercial Sale of Goods - Page 35 to 45 KHaeJD5UQFjALegQIAhAB&usg=AOvVaw3xxFUvDcAH3EuOTw85nxQw wPQe Sale Contract THANK YOU FOR ATTENTION Group 4 YOUR ...
View Full Document

  • Summer '15
  • student

What students are saying

  • Left Quote Icon

    As a current student on this bumpy collegiate pathway, I stumbled upon Course Hero, where I can find study resources for nearly all my courses, get online help from tutors 24/7, and even share my old projects, papers, and lecture notes with other students.

    Student Picture

    Kiran Temple University Fox School of Business ‘17, Course Hero Intern

  • Left Quote Icon

    I cannot even describe how much Course Hero helped me this summer. It’s truly become something I can always rely on and help me. In the end, I was not only able to survive summer classes, but I was able to thrive thanks to Course Hero.

    Student Picture

    Dana University of Pennsylvania ‘17, Course Hero Intern

  • Left Quote Icon

    The ability to access any university’s resources through Course Hero proved invaluable in my case. I was behind on Tulane coursework and actually used UCLA’s materials to help me move forward and get everything together on time.

    Student Picture

    Jill Tulane University ‘16, Course Hero Intern