2This clause states that the contract and all issues about it will be governed by the law

of a chosen country. If the optional clause is included, the CISG will not apply, even if
both countries are parties to that convention.

2.1 Unless the parties make a clear written change, the trade terms such as FOB, CIF,
and others must follow the standard definitions and obligations given in the 1990
version of Incoterms, as published by the International Chamber of Commerce in Paris.

2.2 “Contract” covers the contract itself, including its preamble and appendices, and
any other documents that are clearly listed or referred to as part of the contract.

3. This contract is the only and complete agreement between the two parties. Any
earlier agreements, promises, or conditions—whether spoken or written—are no
longer valid unless they are written in this contract.

In addition to the main contract text, the listed documents also form part of the
contract. All documents should be read in a way that makes them consistent with each
other. If there is a conflict, the documents and provisions will follow a priority order,
starting with changes made directly on the printed contract, then the contract itself,
then the specifications, drawings, and the conditions of purchase or sale from each
party.

5. 1 The goods must be delivered under the agreed Incoterm. The delivery must
happen on the scheduled date. When delivery takes place, both the risk of loss or
damage and the ownership of the goods will transfer from the Seller to the Buyer. The
agreed delivery location in this contract is the specified port of shipment.

5.2 The Buyer must inform the Seller of the vessel’s name within a set number of days
before delivery. If the vessel does not arrive on time, the Seller can place the goods in a
bonded warehouse at the delivery port. Once that is done, the Seller is considered to
have delivered the goods. The Seller must notify the Buyer of the warehouse delivery,
but from that point, all costs (such as storage and insurance) are the Buyer’s
responsibility.

5.3 Each package must be clearly marked with all required information such as number,
size, gross and net weight, lifting position, L/C number, and standard handling
instructions. The goods must be packed properly to protect against moisture, impact,
rust, and rough handling. If damage or loss occurs because of poor packaging, the
Seller is responsible.

6. As soon as delivery takes place, the Seller must inform the Buyer through the agreed
communication method. The notification must include all agreed details and necessary
documents (for example, invoice, packing list, shipping documents).
7.2 Both parties acknowledge that importing the goods into <NAME OF COUNTRY>
requires SGS to inspect them before they are shipped. The seller agrees to fully support
SGS by allowing access to the goods and supplying all information needed for the
inspection.

8.3 If the seller delivers the goods late for reasons other than force majeure, the seller
must pay the buyer a pre-agreed daily compensation, calculated as a percentage of the
value of the undelivered goods, up to a maximum percentage of the contract price. The
buyer does not need to prove any actual loss or damage to receive this payment.

If the Seller delivers goods late, the Buyer can only claim the agreed liquidated
damages. Once these are paid, the Buyer has no further claims. The Seller is not
responsible for indirect or consequential losses caused by late delivery.

Even if the seller has paid liquidated damages, the buyer can still claim additional
compensation for losses or damages caused by late delivery. This includes indirect or
consequential losses such as lost profits or lost contracts. Any liquidated damages
already paid will be deducted from the amount of additional compensation.

10

The Buyer must pay using a confirmed, irrevocable Letter of Credit. This Letter of Credit
must be opened before the agreed deadline, and the agreed terms will be included in
an Appendix to this Contract.

The Contract will only take effect once the Seller receives confirmation that the Letter
of Credit has been opened for his benefit and verifies that its terms are consistent with
what was agreed by both parties. If there is any difference between the agreed terms
and the actual Letter of Credit, the Seller must immediately inform the Buyer.

11.1 When the goods arrive at the destination, the Buyer must carefully check them. If
the goods do not match the contract in terms of quality or quantity, the Buyer must
immediately inform the Seller about the problem.

11.2 If the Buyer does not inform the Seller of any problem within the specified
number of days after the goods arrive, the goods will automatically be considered as
meeting the contract requirements.

11.3 If there is a serious shortage or excess in the quantity of goods and the Buyer
informs the Seller properly and on time, the Buyer can choose one of these options:

1. Accept the goods already delivered and ask the Seller to send the missing part
immediately; or
 2. Accept the goods already delivered but cancel the rest of the Contract, after
notifying the Seller.

If the discrepancy in quantity is so serious that it affects the whole agreement, and the
Buyer notifies the Seller in time, the Buyer can choose to:

1. Use either of the two options above; or

2. Refuse all the delivered goods, ask the Seller to return the payments already
made, and also demand compensation for costs such as shipping, customs,
insurance, or storage.

11.4If the goods have quality problems, these problems are treated as defects, and the
Buyer can make claims under the Defects Liability clause (clause 12).

If the quality problem is very serious, the Buyer has the right to reject all or part of the
goods. In this case, the Buyer can ask the Seller to return the payments already made
for the rejected goods, and also cover all related costs, such as shipping, customs,
insurance, and storage.

12.1 The Seller guarantees that when the goods are delivered, they will:

1. Have no defects in the materials used,

2. Have no defects in how they were made, and

3. Have no design defects, including poor choice of materials, and will be suitable
for normal use.

If a defect that already existed at the time of delivery is discovered during the warranty
period, the Buyer must immediately inform the Seller. The Seller must, without
unnecessary delay and at his own expense, repair the goods, replace them, or
otherwise fix the problem, according to his choice.

The seller will only be responsible for defects if the buyer has followed all the correct
procedures and instructions for using the item. The seller will not be responsible for
any damage caused by normal wear and tear or by misuse of the goods after they have
been delivered.

12.2

The seller is responsible for any defects discovered within a specific number of days
from the agreed start date. After this period, the buyer cannot claim any defects. If the
goods cannot be used due to a defect, the liability period is extended by that length of
time. However, if the seller delivers new goods to replace defective ones, the liability
period does not restart for the replacement goods.
12.3 The seller’s only responsibility when defective goods are delivered is to repair or
replace them. The buyer cannot claim compensation for indirect losses caused by
defective goods. The seller must also protect the buyer against any loss or damage,
whether direct or indirect, that the buyer suffers because of defective or faulty goods
delivered by the seller.

13.1One party (<name of party>) must compensate and protect the other party (<the
name of other party>) from any damages, costs, or legal fees if a third party brings a
claim or lawsuit due to injury, loss, or damage caused by defects in the goods supplied
under this contract. If such a lawsuit occurs, the responsible party must promptly notify
the other party so that necessary actions can be taken.

13.2 In the event of any action or lawsuit by a third party resulting from any injury, loss
or damage to the third party caused by a defect in the Goods delivered under this
contract, the party against whom the action or lawsuit is brought shall bear all costs,
expenses, award of damages or legal fees arising therefrom.

14 Any taxes, customs duties, excise charges, stamp duties, or other government-
imposed fees must be paid solely by the party on whom the tax or fee is imposed. The
other party has no responsibility to pay these charges.

15 Neither party can transfer their rights or delegate their obligations under this
contract to another party unless they first obtain written approval from the other party.

16 The contract will become legally effective only after it is signed by both parties and
after the conditions listed (such as the issuance of a letter of credit) are fulfilled. If the
contract does not become effective within the specified number of days after signing,
all its terms and clauses will be considered legally invalid.

17 If a party cannot perform or is delayed in performing its contractual duties due to an

event outside its reasonable control, this event is considered force majeure. The
affected party is not at fault, and the other party cannot claim damages or take legal
action because of the delay or non-performance.

Force majeure events are extraordinary circumstances beyond a party’s control. They
include, but are not limited to, wars, riots, sabotage, strikes, new government
regulations, government-related delays, accidents, and extreme natural events.

If a party cannot perform or is delayed in fulfilling its contractual duties due to a force
majeure event, it must promptly inform the other party about the event, which duty is
affected, and how long it is expected to last. If the force majeure event delays
performance for more than the specified number of days, either party may terminate
the contract by notifying the other party.
18

A notice to terminate the contract must be in writing. Termination becomes effective a

specified number of days after the receiving party gets the notice. Each party must
fulfill its obligations up to the termination date. In particular, the Seller will receive full
payment for any goods already delivered and accepted. Clauses about defects,
arbitration, and other provisions necessary to resolve post-termination disputes remain
valid even after termination.

19

If any part of this contract is found to be invalid, it does not affect the rest of the
contract. Both parties agree to replace the invalid clause with a new one that is valid
and, as much as possible, keeps the same meaning and purpose as the original clause.

20

Any change to this contract will be legally binding on both parties even if nothing is
exchanged, as long as it is in writing, signed, and clearly stated to be a modification.
Similarly, if a party gives up a right under this contract, the waiver is binding even
without consideration, provided it is in writing, signed, and clearly stated to be a
waiver of that right.

21.

English is the official language for this contract. This includes the contract itself, all
documents related to the contract, and all communications between the parties. All
rights, obligations, and notices will be interpreted and understood in English.

22

A notice must first be sent by fax. A copy must also be sent by registered letter with
signature. Normally, the date the fax is sent is the effective date of the notice. But if
there is a dispute about whether the fax was received, the effective date will be either
the date the registered letter is received or seven days after it was mailed, whichever
comes first. Notices must be sent to the specified addresses and fax numbers.

23

Both parties accept that any arbitration decision made under this clause will be the last
decision and must be followed by both sides.
5.3

 Shipping mark: signs or words printed on the outside of a package to identify it

during transport.
 Gross weight: total weight including packaging.
 Net weight: weight of the goods without packaging.
 Lifting position: the marked place where lifting equipment should be used.
 Handle with care / Keep dry / Right up side: standard shipping instructions
printed on packages.
 Liable for: legally responsible for something.
 Improper or defective packaging: packaging that does not meet agreed
standards or is faulty.

6.  Immediately on Delivery: right after the goods have been delivered.

 Notify: to officially inform someone.

 Means of notification: the agreed communication channel (e.g., fax, email,

courier, registered mail).

 Information and documents: details such as shipping advice, invoice, packing

list, bill of lading, insurance certificate, etc

Trade: thương mại

ascribed to: như nêu trong

award: phán quyết

hay gặp

Legally binding: Enforceable by law; both parties must follow it.

Payment of liquidated damages: Compensation agreed in advance that the Seller must
pay if certain breaches (e.g., late delivery) occur.

Provision: a clause or term in the contract.

Invalid: legally ineffective or unenforceable.

Termination: ending the contract before it is fully performed.

Notice: a formal communication from one party to another under the contract.

Arbitration: a method of resolving dispute outside the court

Force majeure: an unforeseeable and uncontrollable event that prevents a party from
performing its contractual duties.

Include, but are not limited to: this list gives examples, but other similar events can
also count.

In conformity with: in full agreement with; matching what was agreed.

Validity: whether the contract is legally effective.

10.

 Irrevocable: cannot be canceled or changed without the consent of all parties.

 Confirmed letter of credit: a letter of credit guaranteed by both the buyer’s and the
seller’s banks.

 Annexed: officially attached as part of a contract.

 Come into force: to become legally effective.

 In somebody’s favor: to the benefit of that person.

 Ascertain: to make sure or verify.

 In accordance with: in compliance with; matching what has been agreed.

 Discrepancy: a difference or inconsistency between two things.

11.3  Material discrepancy: a serious or significant difference.

 Duly notified: properly and on time informed.

 At his discretion: the buyer can choose freely.

 Forthwith: immediately, without any delay.

 Terminate: to end the contract.

 Remedies: legal solutions or actions to fix a problem.

 Recover: to get back money already paid.

 Custom duties: taxes paid on imported/exported goods.

12.1 Warrant: to guarantee or promise legally.

 Free from defects: without faults, errors, or problems.

 Workmanship: the quality of how something is made or constructed.

 Inherent in design: naturally existing in the design, built-in flaws.

 Fit for the purpose: suitable for normal intended use.

 Defects liability period: the agreed time after delivery during which the seller is
responsible for defects.

 Forthwith: immediately, without delay.

 At his own risk and costs: the seller must bear all responsibility and expenses.

 At his discretion: the seller can decide the method (repair, replace, or fix).

 Make good the defect: to correct or fix the defect.

12.2

 Liable for defects: responsible for problems or faults in the goods.

 Come to light: become known or discovered.

 Defects liability period: the time during which the seller is responsible for defects.

 Prolonged by the length of any period during which the Goods cannot be used: the
liability period is extended if the buyer cannot use the goods because of a defect.

 Replacement Goods: new goods supplied to replace defective ones.

 Shall not begin again: the liability period does not reset for the replacement items.
12.3 Duty to repair and replace: the seller’s obligation is limited to fixing or replacing
defective goods.

 Make good the defects: correct the defects in the goods.

 Only duty of the SELLER: the seller has no other responsibilities beyond this.

 Indirect loss or damages: losses that are not the immediate or direct result of
defective goods (see Clause 2.7 for definition).

 Indemnify and hold harmless: the seller promises to protect the buyer from any
losses or claims resulting from defective goods.

 Whether direct or indirect: applies to all types of losses.

Force majeure:  Include, but are not limited to: this list gives examples, but other
similar events can also count.

 War (whether war is declared or not): armed conflict, even without an official
declaration.

 Riots / insurrections: violent public disorder or rebellion against authority.

 Acts of sabotage: deliberate actions to damage or obstruct operations.

 Strikes / labor unrest: workers stopping work or causing disruption due to disputes.

 Newly introduced laws or Government regulations: new rules or legal changes by

authorities.

 Government action or inaction: delays caused by authorities either doing something

or failing to act.

 Inspection agency inaction: when an official body fails to complete necessary

checks.

 Fire, explosion, unavoidable accident: serious incidents that cannot reasonably be

prevented.

 Flood, storm, earthquake, abnormal natural event: natural disasters or extreme

weather