Contract law Paper Sample

The Seller: Dalat Agriculture and Forestry JSC, Vietnam ADDRESS: 39 PHU DONG THIEN VUONG STREET, WARD 8, DA LAT CITY, LAM DONG, VIETNAM TELEPHONE: +84-63-656565 FAX: +84-63-665442 EMAIL: [email protected] COM REPRESENTED by: Mr. Tran Thanh Sang POSITION: DIRECTOR The Buyer: Shoei Foods Corporation ADDRESS: SHOEI BLDG, 5-7, AKIHABARA, TAITO-KU,TOKYO, JAPAN TELEPHONE: +81-33-2342345 FAX: +81-33-2672634 EMAIL: [email protected] CO. JP REPRESENTED by: Mrs. Hikaru Yoshie POSITION:

DIRECTOR IT IS MUTUALLY AGREED BETWEEN THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS, TO FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREAFTER. Article 1: Commodity 1. 1. NAME: FROZEN SPINACH.

1. 2. SPECIFICATION: IN ACCORDANCE WITH THE JAS SYSTEMS UNDER THE LAW CONCERNING STANDARDIZATION AND PROPER LABELING OF AGRICULTURAL AND FORESTRY PRODUCT (LAW NO. 175, 1950) ESTABLISHED BY THE MINISTER OF AGRICULTURE, FORESTRY AND FISHERIES: -STANDARD: SINGLE-LAYER; -SHELF LIFE: 12 MONTHS UNDER -18°C STORAGE; -BALLS: 13+/-2G, 30-50G; -CUTS: 1-2CM, 3-5CM, 5-7CM, 7-9CM; -BLOCKS: 3? /UNIT OR 20G, 500G, 1KG, 2KG/UNIT. 2 1.

3. ORIGIN: VIETNAM Article 2: Quantity 500 MT +/- 5% AT THE SELLER‘S OPTION. (FIVE HUNDRED METRIC TONS MORE OR LESS FIVE PERCENT AT THE SELLER’S OPTION) ANY QUANTITY DELIVERED BETWEEN 475 MT AND 525 MT SHALL NOT BE DEEMED A BREACH OF CONTRACT. Article 3: Quality -FOOD QUARANTINE: NO VIRUS DETECTED, CLEAN -PESTICIDE: 2~4 UNITS SEASONALLY -FERTILIZER: 11~16KG/10A SEASONALLY -BROKEN KERNEL: 2. 00% MAX -OTHER COLOR KERNEL: 1. 60% MAX -WELL DRY. NOT MOLDY -FARMING: GAP GUIDELINES -HACCP CERTIFICATED THESE ATTRIBUTES ARE IN CONFORMITY WITH JAPAN AGRICULTURAL STANDARD (JAS), ISSUED BY JAPAN MINISTRY OF AGRICULTURE, FOREST AND FISHERIES.

Article 4: Packing and Marking 4. 1. PACKING CONTAINERS IN WHICH FROZEN SPINACH ARE PACKED SHALL BE INTACT, CLEAN, FROZEN AND PRESERVED BELOW -18° CELSIUS DEGREE; -EACH CONTAINER SHALL BE PACKED FIRMLY AND CAPACITY; -FROZEN SPINACH IS TO BE PACKED IN FOAM BOX, SEAWORTHY, SUITABLE FOR LONG-SEA VOYAGE AND SHALL NOT TRANSMIT TO FROZEN SPINACH ANY HARMFUL SUBSTANCE FOR HUMAN HEALTH; -EXTERNAL PACKAGE: 10KG CARDBOARD LIQUID CARTON; -INTERNAL PACKAGE: 10KG GREEN PE BAG; OR 1000G/500G/400G CONSUMERS’ POCKETS.

4. 2. MARKING: -PRODUCT: FROZEN SPINACH -VALID: 12 MONTHS -PRODUCED BY DALAT AGRICULTURE AND FORESTRY JSC, VIETNAM ADDRESS: 39 PHU DONG THIEN VUONG STREET, WARD 8, DA LAT CITY, LAM DONG, VIETNAM 3 -PRESERVATION METHODS: PRODUCT SHOULD BE PRESERVED AT -18° CELSIUS DEGREE Article 5: Price 5. 1. UNIT PRICE: 840 USD/MT 5. 2. TOTAL PRICE: 840 USD/MT X 500 MT = 420 000 USD (IN WORDS: FOUR HUNDRED TWENTY THOUSAND US DOLLARS ONLY) THIS PRICE SHALL BE UNDERSTOOD TO BE CPT TOKYO JAPAN, INCOTERMS ® 2010, INCLUDING PACKAGING. 5. 3. AT THE TIME OF DELIVERY, IF THE SPINACH PRICE ON THE TOKYO MARKET IS OF MORE THAN 5% DIFFERENCE COMPARED TO THIS PRICE, THEN THE MARKET PRICE SHALL BE APPLIED.

Article 6: Delivery 6. 1. TERM OF DELIVERY: APPLICABLE INTERNATIONAL CHAMBER OF COMMERCE (HEREINAFTER: ICC) INCOTERM® 2010 – SHIPMENT BY SEA, CONDITION: CPT TOKYO JAPAN. 6. 2. DATE OF DELIVERY: NOT LATER THAN JUNE 20TH, 2014 6. 3. DEPARTURE: CAT LAI PORT, HO CHI MINH CITY, VIETNAM 6. 4. DESTINATION: TOKYO, JAPAN 6. 5. CARRIER: IDS LOGISTIC LTD. , CO ADDRESS: 194 NGO GIA TU STREET, WARD 4, DISTRICT 10, HO CHI MINH CITY 6. 6. NOTICE OF DELIVERY: -SELLER INFORMS BUYER OF: GOODS DELIVERY SITUATION, INCLUDING: COMMODITY, QUANTITY, QUALIFICATIONS/ SPECIFICATIONS, PACKING, MARKING, VESSEL’S NAME, VESSEL.

NATIONALITY, VESSEL FLAG, VESSEL TONNAGE, B/L NUMBER, ETD (ESTIMATED TIME OF DEPARTURE), ETA (ESTIMATED TIME OF ARRIVAL); -NOTICE OF DELIVERY IS TO BE FAXED TO BUYER WITHIN 3 DAYS UPON DELIVERY DATE (THE DATE ON BOARD ACCORDING TO B/L). 6. 7. INSTRUCTION ON DELIVERY: -TRANSSHIPMENT AND PARTIAL SHIPMENT ARE NOT ALLOWED; -THE GOOD DELIVERY CONDITION SHOULD MATCH WITH FEATURES PRESENTED IN ARTICLE 1, ARTICLE 2 AND ARTICLE 3 (COMMODITY, QUANTITY, QUALITY). Article 7: Payment 7. 1. PAYMENT OF THE TOTAL VALUE OF THE CONTRACT SHALL BE MADE BY DOCUMENT AGAINST ACCEPTANCE (D/A) UPON SELLER’S.

PRESENTATION OF THE FOLLOWING DOCUMENTS: •BILL OF EXCHANGE DRAWN ON BUYER; 4 •SIGNED COMMERCIAL INVOICE IN THREE ORIGINALS; •FULL SET OF ORIGINAL CLEAN ON BOARD OCEAN BILLS OF LADING; •CERTIFICATE OF ORIGIN ISSUED BY VIETNAMESE CHAMBER OF COMMERCE AND INDUSTRY IN ONE ORIGINAL AND THREE COPIES; •CERTIFICATE OF QUALITY/QUANTITY PACKING IN ONE ORIGINAL AND THREE COPIES ISSUED BY SGS AT LOADING PORT PRIOR TO SHIPMENT; •PHYTOSANITARY CERTIFICATE ISSUED BY THE OFFICE OF PHYTOSANITARY OF THE SOCIALIST REPUBLIC OF VIETNAM MINISTRY OF AGRICULTURE AND RURAL DEVELOPMENT IN ONE ORIGINAL AND THREE COPIES. 7. 2.

REMITTING BANK: VIETCOMBANK DA LAT BRANCH ADDRESS: 1 LE HONG PHONG STREET, WARD 4, DA LAT CITY, LAM DONG, VIETNAM 7. 3. PRESENTING BANK: THE BANK OF TOKYO-MITSUBISHI UFJ ADDRESS: MARUNOUCHI 2-7-1, CHIYODA-KU, TOKYO, 100-8388, JAPAN 7. 4. PAYMENT BY DOCUMENTARY COLLECTION SHALL BE THE SUBJECT TO THE UNIFORM RULES FOR COLLECTIONS PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) 7. 5. PAYMENT OF THE PURCHASE PRICE SHALL BE MADE WITHOUT OFFSET OR OTHER DEDUCTION AND SHALL BE MADE IN UNITED STATES CURRENCY UNLESS OTHERWISE SPECIFICALLY PROVIDED. 7. 6. THE BUYER/ SELLER SHALL BE RESPONSIBLE FOR THEIR OWN BANK.

CHARGES. 7. 7. IF THE PAYMENT OF ANY SUM PAYABLE IS DELAYED, THE BUYER’S OBLIGATIONS SHALL BE CLEARLY REGULATED IN ARTICLE 12 BELOW. Article 8: Inspection THE SELLER SHALL ARRANGE SGS TO INSPECT THE GOODS AT THE PORT OF SHIPMENT. THE INSPECTION REPORT ISSUED BY SGS WILL BE FINAL AND BINDING ON BOTH SELLERS AS WELL AS THE BUYER. HOWEVER, THE BUYERS OR THEIR LOCAL AGENTS SHALL BE FREE TO INSPECT THE GOODS PRIOR TO SHIPMENT AT THE PORT OF SHIPMENT AT THEIR OWN EXPENSES. Article 9: Insurance THE BUYER IS RESPONSIBLE FOR OBTAINING AND MAINTAINING INSURANCE ON THE GOODS WHILE IN TRANSIT.

THE INSURANCE 5 COVERAGE MUST BE FOR THE INVOICED VALUE OF THE GOODS, AND THE BUYER MUST BE NAMED AS A LOSS PAYEE. A COPY OF THE POLICY OR OTHER STATEMENT PROVIDED BY THE INSURER MUST BE PROVIDED TO THE BUYER BEFORE THE GOODS ARE SHIPPED. IF THE BUYER FAILS TO OBTAIN SUCH INSURANCE, THE SELLER HAS A RIGHT TO PURCHASE INSURANCE COVERAGE AND TO CHARGE THE COST OF PREMIUMS TO THE BUYER. EACH PARTY IS RESPONSIBLE FOR OBTAINING ON ITS OWN ACCOUNT ANY OTHER INSURANCE COVERAGE FOR THE GOODS THAT IT MAY DESIRE. Article 10: Force Majeure 10. 1. BOTH PARTIES SHALL BE EXCUSED FROM PERFORMANCE OF THEIR.

OBLIGATIONS UNDER THIS CONTRACT IF AND TO THE EXTENT THAT SUCH FAILURE ARISES FROM FORCE MAJEURE SUCH AS WAR, FLOOD, STORM, HEAVY SNOW OR ANY OTHER UNFORESEEABLE CAUSES BEYOND THE REASONABLE CONTROL OF BOTH PARTIES. IN OTHER WORDS, THE BREACHING PARTY SHALL BE EXEMPT FROM SPECIFIC LIABILITIES, DEPENDING ON THE CASE CONSEQUENCES. THE FORCE MAJEURE CLAUSE OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) IS HEREBY INCORPORATED IN THIS CONTRACT. 10. 2. THE PARTY SUFFERING FROM FORCE MAJEURE EVENT SHALL IMMEDIATELY NOTIFY THE OTHER PARTY OF THE EVENT, OF THE DUTY AFFECTED, AND OF THE EXPECTED DURATION OF THE EVENT WITHIN.

TWENTY-FOUR (24) HOURS AND A CONFIRMATION CERTIFICATE FROM THE AUTHORIZED ONE WITHIN SEVEN (07) DAYS. BEYOND THESE TIME LIMITATION, THE CASE SHALL BE IGNORED. THE SAME PROCEDURES WILL BE APPLIED TO FORCE MAJEURE CASE STOP. 10. 3. BOTH PARTIES SHALL TAKE ALL REASONABLE MEASURES TO MINIMIZE THE CONSEQUENCES OF ANY EVENT OF FORCE MAJEURE, AND THE PARTY, SUFFERING BY AN EVENT OF FORCE MAJEURE AND HENCE UNABLE TO PERFORM ANY OBLIGATION HEREUNDER, SHALL TAKE ALL REASONABLE MEASURES TO REMOVE ITS INABILITY TO FULFILL THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHIN A MINIMUM OF DELAY. 10. 4.

SHOULD THE FORCE MAJEURE EVENT EXISTS FOR A PERIOD OF MORE THAN ONE (01) MONTHS CUMULATIVE, EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS CONTRACT WITHOUT ANY COMPENSATION TO THE OTHER. DISPUTES ARISING WILL BE SETTLED ACCORDING TO ARTICLE 13 IN THIS CONTRACT. Article 11: Claim 11. 1. DEFINITION: A CLAIM LETTER IS A LETTER WRITTEN BY ONE PARTY TO REQUEST THEIR LOSSES AND DAMAGES TO BE RESOLVED BY THE OTHER PARTY WHO HAS CAUSED SUCH INCONVENIENCES OR 6 VIOLATE THEIR COMMITMENTS. IT COMMONLY OUTLINES THE FAULTS ABOUT INADEQUATE QUANTITY AND QUALITY OF DELIVERY, INFERIOR PACKAGING, DOCUMENTS DISCREPANCY, DELAYED.

DELIVERY, ETC. 11. 2. FORM OF CLAIM: IN WRITTEN FORM. 11. 3. CONTENT: SPECIFYING THE COMMODITY OF WHICH THE BUYER WANTS TO CLAIM, TOGETHER WITH RELEVANT SHIPMENT AND DELIVERY INFORMATION. THE LETTER OF CLAIM MUST COME WITH BY CERTIFICATES, SURVEY REPORTS, CERTIFICATE OF QUALITY, ETC. 11. 4. DURATION OF CLAIM: ALL CLAIM BY THE BUYER SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER ARRIVAL OF THE CARGO AT PORT OF DESTINATION. 11. 5. RESPONSIBILITY: (A) THE GOODS IS NOT UP TO THE STIPULATED IN THE CONTRACT, THE SELLER IS LIABLE FOR REPLACING THE DEFECTIVE GOODS WITH NEW ONES OF QUALITY IN CONFORMITY WITH THE CONTRACT.

(B) MAKING ADDITIONAL OF THE GOODS WHICH THE BUYER IS SHORT OF (IN SEPARATE SHIPMENT OR WITH THE NEXT CONSIGNMENT), TOGETHER WITH RELEVANT INFORMATION ABOUT TIME AND MODE OF DELIVERY. Article 12: Penalty & Liquidated Damages 12. 1. IF THE BUYER FAILS TO PAY THE PRICE AT THE AGREED TIME, EXCEPT THE REASON OF FORCE MAJEURE, THE SELLER SHALL IN ANY EVENT BE ENTITLED, WITHOUT LIMITING ANY OTHER RIGHTS IT MAY HAVE, TO CHARGE INTEREST ON THE CONTRACT VALUE AT THE RATE OF ONE PERCENT (1%) PER DELAYED DAY. 12. 2. IF THE SELLER IS IN DELAY IN DELIVERY OF ANY GOODS AS PROVIDED IN THIS CONTRACT, EXCEPT THE REASON OF FORCE.

MAJEURE, THE BUYER IS ENTITLED TO CLAIM LIQUIDATED DAMAGES EQUAL TO ONE PERCENT (1%) OF THE PRICE OF THOSE GOODS FOR EACH COMPLETE DAY OF DELAY AS FROM THE AGREED DATE OF DELIVERY OR THE LAST DAY OF THE DELIVERY PERIOD, PROVIDED THAT THE BUYER NOTIFIES THE SELLER OF THE DELAY. 12. 3. THE TOTAL AMOUNT OF LIQUIDATED DAMAGES SHALL NOT EXCEED EIGHT PERCENT (8%) OF THE CONTRACT VALUE. IF DELAY IN DELIVERY OF THE COMMODITY EXCEEDS FOURTEEN (14) DAYS AGAINST THE DELIVERY DATE STATED IN THIS CONTRACT, THE BUYER SHALL HAVE THE RIGHT TO TERMINATE THE CONTRACT (AND RECEIVE EIGHT PERCENT (8%) OF THE CONTRACT PRICE FROM THE SELLER).

7 12. 4. PENALTY FOR CANCELLATION AFTER SIGNED SALES CONTRACT IS TWENTY PERCENT (20%) OF THE SALES CONTRACT AMOUNT. PAYMENT OF SUCH PENALTY WILL BE MADE WITHIN THIRTY (30) DAYS FROM THE DATE OF CANCELLING NOTICE LETTER. Article 13: Settlement of disputes 13. 1. ANY DISPUTES OR DISCREPANCIES ARISING OUT OF OR IN RELATION WITH THE INTERPRETATION OR APPLICATION OF THIS CONTRACT SHALL BE SETTLED SMOOTHLY, AMICABLY BY NEGOTIATIONS BASING ON MUTUAL BENEFIT AND MUTUAL UNDERSTANDING. 13. 2. OTHERWISE, IF THE DISPUTE HAS NOT BEEN RESOLVED WITHIN THIRTY (30) DAYS OF THE DISPUTING PARTY’S NOTICE, SUCH UNSOLVED DISPUTES SHALL BE SUBMITTED TO VIETNAM INTERNATIONAL ARBITRATION CENTRE AT VIETNAM CHAMBER OF COMMERCE AND INDUSTRY UNDER ARBITRATION RULES BY THREE (03) ARBITRATORS APPOINTED IN ACCORDANCE WITH THE SAID RULES.

IN ARRIVING AT THEIR DECISION, THE ARBITRATORS SHALL CONSIDER THE PERTINENT FACTS AND CIRCUMSTANCES AND BE GUIDED BY THE TERMS AND CONDITIONS OF THIS CONTRACT, AND IF A SOLUTION IS NOT FOUND IN THE TERMS OF THIS CONTRACT, THE ARBITRATORS SHALL APPLY THE LAWS OF CISG. 13. 3. THE ARBITRATION SHALL TAKE PLACE IN HO CHI MINH CITY, S. R.

VIET NAM WITHIN TWENTY (20) DAYS THEREAFTER, UNLESS SUCH TIME IS EXTENDED BY AN AGREEMENT FROM BOTH PARTIES. THE ARBITRAL PROCEEDINGS SHALL TAKE PLACE IN ENGLISH. AS FAR AS PRACTICABLE BOTH PARTIES SHALL CONTINUE TO IMPLEMENT THIS CONTRACT DURING THE PERIOD WHILE THE ARBITRATION IS PENDING AND DURING THE ARBITRATION. 13. 4. AN ARBITRATION REFERRED TO IN CLAUSE 2 SHALL BE UNDERTAKEN BY THREE ARBITRATORS OF WHOM: (A) EACH PARTY SHALL APPOINT ONE ARBITRATOR; (B) ONE SHALL BE APPOINTED BY THE TWO ARBITRATORS APPOINTED UNDER PARAGRAPH (A).

13. 5. DECISION OF THE ARBITRATION SHALL BE FINAL AND BINDING UPON BOTH PARTIES. THE ARBITRATORS SHALL STATE IN WRITING THE REASONS ON WHICH THEIR DECISION WAS BASED. ARBITRATION FEE AND ALL OF FEES AND CHARGES RELATING TO THE ARBITRATION SHALL BE BORNE BY THE LOSING PARTY. THE AWARD OR JUDGMENT OF THE ARBITRATORS, INCLUDING THE ALLOCATION OF COSTS, SHALL BE FINAL, BINDING AND ENFORCEABLE THROUGH ENTRY IN ANY COURT OF COMPETENT JURISDICTION. Article 14: Applicable law THE VALIDITY AND INTERPRETATION OF THIS CONTRACT AND THE 8 LEGAL RELATIONS OF THE PARTIES TO IT SHALL BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR INTERNATIONAL SALE OF GOODS (VIENNA SALES CONVENTION OF 1980, HEREAFTER REFERRED TO AS CISG).

Article 15: Other terms and conditions 15. 1. ALL ANNEXES (IF ANY) BELONG TO THIS CONTRACT ARE INTEGRAL PART OF THE CONTRACT. ANY AMENDMENT OR SUPPLEMENT OF THIS CONTRACT SHALL BE VALID ONLY IF THEY ARE MADE IN WRITING AND SIGNED BY BOTH PARTIES. 15. 2. THIS CONTRACT IS MADE INTO SIX (06) COPIES IN ENGLISH VERSION, THREE (03) COPIES WITH THE SAME LEGAL VALUE FOR EACH PARTY. 15. 3. THIS CONTRACT IS VALID FROM THE SIGNING DATE. FOR AND ON BEHALF OF Dalat Agriculture and Forestry JSC DATE: ……………………… SIGNATURE FOR AND ON BEHALF OF Shoei Foods Cooperation DATE: ……………………… SIGNATURE 9.