SHORT ANSWER

1. What are the differences between penalty and liquidated damage?

Liquidated damages
Penalties (> lump sum)
Normally the seller and the buyer agree a fair figure, Damages are paid to compensate one
a lump sum to be paid per day (or week or month) party for a loss.
of late delivery. The Compensation fixed in advance
-MOTIVATE: To terrorize the exporter
-MOTIVATE: To compensate the buyer fairly for into punctual delivery
any delay delivery
-Not enforceable in English law or
-Enforceable everywhere but subject to increase oth
or decrease in some legal systems
er common law system
2. What are the special features of a marine Bill of lading?
- The marine bill of lading is special; if the parties so wish, it can be made a
negotiable doc; in other words, it can be bought or sold. The person buy BL
because the person who holds a B/L owns the good described. This is an imp
aspect of commodity trading. The word Order makes the bill of lading negotiable.
That means the shipper must endorse the bill by signing it on the back. To be
acceptable as a shipping document under a letter of credit, it must bear the notation
that the goods have been shipped on board a named vesse
3. How does LC protect both buyer and seller?
- Autonomy: L/C is an agreement by a bank to pay money against docs. The
bank is obliged to pay- whatever the disputes btw the buyer and the
exporter.
- Strict compliance: The bank will pay only if the shipping docs are exactly in
line with the buyers instructions
4. What are the differences between time LC and deferred payment LC?
- Deferred payment LC : after delivery, shipper forward documents to the
importer bank, while a
sight draft is presented at a later date;
- Khc nhau vi ng bn: Time draft : after delivery, shipper forward
documents to the importer bank, but instead of paying the seller, the
bank accepts the draft - making it a banker's acceptance - and return it to
the seller. This banker acceptance have liquidity while deffered payment
don't have this characteristi
5. What are the differences between revocable LC and stand by LC?
revocable LC is an LC which can be amended or cancelled without notifying to any
party.
Standby LC is an LC for assuring one party perform the contract. If Buyer perform
their
duty, standby LC is automatically cancelled. If Buyer not, issuing bank of Standby LC
has
the duty to pay
6. What are the similarities and differences between a guarantee and a warranty?
- Warranty: A commitment of the seller to take certain actions in case of
defects
- Guarantee: is a triangle rlt btw principal (Buyer), beneficiary (Seller) and the
bank in which the guarantor promise to pay money to the beneficiary if the
principle breaks its promise.
7. What are the principles of an enforceable contract?
- An enforceable contract is any legal contract which carries the force of law
behind it. It is a legal agreement between two parties which is legal binding.
An enforceable contract is any legal agreement between two parties which is
not restricted by any laws.
8. What are five steps in negotiating delivery?

- 1: Timing
- 2: Location
- 3: Transportation
- 4: Risk, title and insurance
- 5: Terms of trade
9. When is delay in payment excused?
- In grace period
10.What are implied warranties?
- Implied warranties of conformity with contract.
- Implied warranties of merchantable quality
- Implied warranties of conformity of fitness for intended purpose
11.When can either party to contract terminate the contract?
- When either party to contract pursuant to a power created by agreement or
law puts an end to the contract.
12.Among the popular methods of payment, which method is most preferred by the
Seller? Why?
- Advance pmt => L/C => Bill for collection => Open acc
13.What are the differences between penalty and quasi indemnity?
Penalties (> lump sum)
Quasi-indemnity (<lump sum)
Damages are paid to compensate one MOTIVATE: To relieve the exporter of liability
party for a loss.
for delay in delivery
-MOTIVATE: To terrorize the exporter into -Enforceable everywhere but open to
punctual delivery
challenge as unconscionable
-Not enforceable in English law or oth
er common law system
14.What is the danger in isuing a standby LC?
- When the third party fails to exercise transaction => The issuer will have
loss
I:
Translate to VNese
1. 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. The
survey report of VINACONTROL should be regards as final.
Trong trng hp mt mt hoc thit hi ca hng ha sau khi chuyn ln
cng ch, ngi bn s phi a ra khiu ni v s lng trong vng 2 thng, khiu
ni v cht lng trong vng 3 thng k t khi hng ti cng si gn, v khiu ni
phi c xc nhn bng vn bn gi km vi bo co gim nh hng ha ca i
din Vinacontrol. Bo co ny ca Vinacontrol s c coi l bn gim nh cui cng.
2. All income taxes, value added taxes, customs duties, excise charges, stamp duties or
other fees levied by any government, governmental agency or similar authority shall be borne
exclusively by the party against whom they are levied. All taxes, customs and other duties levied
in Vietnam on the contracted Products shall be for BUYERs account.
Tt c thu thu nhp, thu gi tr gia tng, thu hi quan, thu tiu th c
bit, thu ng du hoc nhng khon ph khc do chnh ph, c quan chnh ph hoc
nhng c quan tng t nh thu s do bn b nh thu chu mt mnh. Tt c cc
loi thu Vit Nam nh vo hng ha trong hp ng do ngi bn tr.
3. Any dispute regarding the financial matters shall be settled by the said auditors who in
settling the matter shall act as an expert and not as arbitrators, unless otherwise agreed by
Parties in writing. All payments shall be made by the Principal to the Consultants bank account
in Vietnam dongs, unless otherwise mutually agreed by the Parties.
I.

 Bt c tranh chp no lin quan n vn ti chnh s c gii quyt bi

cc nh kim ton ni trn, nhng ngi khi gii quyt vn s ng vai tr nh cc
chuyn gia, khng phi trng ti tr khi c hai bn thng nht bng vn bn theo
cch khc. Tt c cc khon thanh ton s c Bn thu t vn tr vo ti khon
ng Vit Nam ca Bn t vn tr khi cc bn c tha thun chung khc.
I. Translate into English
1. Bt c khon cc ph vn ti mi, hoc b sung hoc tng ln, cc khon ph ph,
thu, thu hi quan, nhng khon ph khc do chnh ph nh thu hoc ph bo him, nhng
khon c th pht sinh cho Ngi bn lin quan n hng ha sau khi k kt Hp ng ny, th
s tnh tin vi Ngi mua v c Ngi mua hon tr li cho Ngi bn khi c yu cu.
Any new, additional or increased freight rates, surcharges, taxes, customs
duties, other charges levied by the government or insurance premiums, which may be
incurred by SELLER with respect to the Goods after the conclusion of this Contract,
shall be for BUYERs account and reimbursed to SELLER by BUYER on demand.
2. If BUYER fails to pay for the contracted Goods, BUYER shall pay SELLER liquidated
damages but not a penalty for overdue interest at the rate of the lower of 18% per annum or the
maximum interest rate permitted by the law of BUYERs country, calculated from the due
payment date until the actual payment date on 360-day-a-year basis for the actual number of
days elapsed.
Nu Ngi mua khng thanh ton cho hng ha theo Hp ng, Ngi mua s
phi tr Ngi bn mt khon li sut qu hn nh l bi thng thit hi, ch khng
phi mt khon pht, tnh theo t l thp hn 18%/nm hoc t l li sut ti a theo
lut ca nc Ngi mua, tnh t ngy n hn tr tin cho ti ngy thc tr trn c
s 360 ngy/nm cho s ngy qu hn.
II:
I. Translate into Vietnamese
1. In the event of inappropriate or improper use, incorrect storage, erroneous assembly or
start-up by the Buyer or third parties, natural wear and tear, erroneous or negligent handling,
improper maintenance, use of inappropriate operating resources, defective construction work, or
chemical, or electrical influences for which Manufacturer is not responsible, the Buyer is not
entitled to claim against Manufacturer under warranty.
Trong trng hp ngi mua hay bn th 3 s dng khng ng hng dn,
bo hnh khng ng quy cch, vn hnh hay lp rp sai, sn phm b hao mn t
nhin, xp d li hay cu th, bo hnh khng ng hng dn, ngun vn hnh s
dng khng thch hp, cng trnh xy dng c khim khuyt hoc tc nhn ha hc,
in m nh sn xut khng chu trch nhim, ngi bn s khng c quyn khiu ni
yu cu bo hnh t pha nh sn xut.
2. Each party shall indemnify, defend, and hold the other party harmless from and against
any and all claims, suits, demands, assessments, or judgments asserted, and any and all losses,
liabilities, damages, and expenses alleged or incurred arising out of or relating to any operations,
acts, or omissions of the indemnifying party or any of its employees, agents, and invitees in the
exercise of the indemnifying partys rights or the performance or observance of the indemnifying
partys obligations under this agreement.
Mi bn s bi thng, bo v v gi cho bn kia khng b thit hi t v i
vi bt k v tt c cc khiu ni, kin tng, yu cu, nh gi, hay phn quyt i
quyn li, v bt c hay tt c cc tn tht, trch nhim, thit hi v ph tn phi chu
hoc pht sinh lin quan ti bt c hot ng, hnh ng hay thiu st no ca bn
bi thng hay bt c nhn vin, i l v khch mi trong vic thc thi cc quyn ca
bn bi thng hay vic thc hin hay tun th cc trch nhim ca bn bi thng
theo bn hp ng ny.
3. Any dispute between the Parties as to the performance of this CONTRACT or the rights
or liabilities of the Parties herein, or any matter arising out of the same or connected therewith,
which cannot be settled amicably shall be settled by arbitration. Each of the Parties hereto shall
be entitled to appoint one arbitrator and the third arbitrator shall be appointed jointly by the
Parties.

 Bt c tranh chp no gia cc bn v vic thc hin hp ng cng nh

quyn hoc ngha v ca cc bn, hoc bt c vn g pht sinh t nhng tranh chp
, m khng th dn xp mt cch thn thin s c gii quyt bi trng ti. Mi
bn y s c quyn ch nh mt trng ti v v trng ti th ba s c ch nh
bi c 2 bn
II. Translate into English
1. Trong qa trnh giao nhn, chy th nu bn A pht hin nhng thit b khng ng
chng loi, hoc b h hng so vi cc thng s k thut c nu ph lc 2 ca hp ng th
bn A s tin hnh nim phong thit b v thng bo cho bn B trong vng 24 gi.
During delivery and operation, if party A finds out the equipment which are
not of the category or damaged under specifications stated in Annex 2 of the
contract, party A shall conduct a sealed equipment and notify party B within 24 hours.
III:
I. Translate the following sentences into Vietnamese:
1. Seller shall use its reasonable efforts to deliver the Goods to Buyer on or before 20 June
2011, delivery shall be made by air freight to Buyer at the specified address. If the delivery is not
made within 45 days of the scheduled delivery date, other than because of the fault of Buyer or
by force majeure as set forth in Section 4.1, Buyer may cancel its purchase of the Goods. All
transportation, shipping and handling charges shall be paid by Buyer. Buyer bears all risk of loss
or damage to the Goods after the Goods have been received by Buyer.
NB s c nhng n lc hp l giao hng cho NM vo hoc trc ngy 20-62011, giao hng c thc hin bng ng hng ko chuyn ti NM ti 1 a ch nht
nh. Nu vic giao hng ko dc thc hin trong vng 45 ngy theo thi gian giao hng
dc quy nh, khng phi do li NM hoc do bt kh khng dc quy nh theo mc 4.1,
NM co th hy vic mua hng. Ph vn ti, giao hng v bc d s do NM chu. NM s
chu mi ri ro v tn tht hay mt mt i vi hng ha sau khi NM nhn hng.
2. Seller shall be responsible for and shall protect, defend, indemnify and hold harmless
Buyer from and against any and all claims, liabilities, costs, damages and expenses of every
kind, with respect to injury or death or damage to or loss of property of any person employed by
Seller arising during and/or as a result of the performance of this Contract.
NB s chu trch nhim bo v, bi thng, khng lm phng hi n NM i
vi bt c khiu ni, trch nhim php l, chi ph, tin bi thng v mi chi ph lin
quan ti thng vong, cht hoc tn tht, mt mt i vi bt c ngi no do NB
thu pht sinh trong khi v/hoc l do vic thc hin HD.
3. Seller warrants that the design, equipment and goods supplied under this Contract
comply with the stated specifications are free from defects in materials, free from defects in
workmanship, fit and suitable for the purpose and use for which they are intended as stated in
this Contract.
NB bo m rng tht k, thit b v hang ha c cc theo HD ny tun theo
quy cch dc quy nh khng c khim khuyt v NVL, trnh tay ngh, ph hp
vi mc ch v vic s dng dc quy nh trong HD.
4. Late Payments: Any amounts payable by Buyer hereunder which remain unpaid after
the due date shall be subject to a late charge equal to 1.5% per month from the due date until
such amount is paid.
TT chm: bt c khon tin m NM phi tr di y m cha dc TT sau ngy
o hn s tun theo mc ph tr chm tng ng mc 1,5 %/thng tnh t ngy
o hn n khi khon tin c TT.
IV:
I. Translate into Vietnamese
1. The Manufacturer shall be liable to pay penalty in the following cases specified as
breach of contract:
- In the event of late delivery: The Manufacturer has to pay as liquidated damages 2.5% of
the sum of performance bond if the Manufacturer delays 15 working days or more from the
planned time of shipment. If such delay exceeds 30 days, liquidated damages amounting up to
5% of the sum of performance bond shall be due. In any event, the total maximum claim during
the execution of this contract is capped at 5% of the sum of the performance bond.

- In the event of shortage of quantity no penalty shall be due. Instead the Buyer shall be
entitled to a reduction of the Contract Price equalling the difference between the goods delivered
and the goods the Manufacturer was liable to deliver.
Nh sn xut phi chu pht trong nhng trng hp c coi l vi phm H
sau y:
- Giao hng chm: Nh SX phi tr mt khon tin bi thng c quy nh trc
bng 2.5% gi tr bo lnh thc hin H nu nh SX giao hang chm 15 ngy
lm vic k t ngy giao hang d kin. nu giao chm qu 30 ngy, nh SX s
phi tr khon tin bi thng c quy nh trc bng 5% gi tr bo lnh
thc hin H. Trong mi trng hp, tng s tin bi thng trong thi hn ca
H ny khng c vt qu 5% gi tr bo lnh thc hin H.
- Giao hang thiu s khng b pht. Trong trng hp ny ngi mua c quyn
i gim gi H tng ng vi khon chnh lch gia s hang thc giao v s
hang nh SX c trch nhim phi giao/l ra phi giao.
2. In no event shall either party be liable to the other or any third party in contract, tort or
otherwise for incidental or consequential damages of any kind, including, without limitation,
punitive or economic damages or lost profits, regardless of whether either party shall be advised,
shall have other reason to know or in fact shall know of the possibility.
Mi bn khng phi chu trch nhim vi bn cn li hay bt k bn th ba no
trong hp ng v sai lm hay bt c loi no trong nhng thit hi bt ng hoc
mang tnh h qu khc bao gm, nhng khng gii hn, nhng thit hi v kinh t hay
do b pht, hoc li nhun b mt, bt k l bn c c thng bo, hay bit c v
l do no khc hoc trn thc t lng trc c kh nng cc thit hi xy ra hay
khng.
II. Translate into English
1. Hng c giao theo iu kin Giao hng ti xng. Khch hng s chu mi ri ro v
trch nhim i vi hng ha. Bt c s thiu hng, tn tht, mt mt phi c ngi
chuyn ch bo ngay khi nhn hng. Theo nhu cn c th, qu v c th yu cu ngi chuyn
ch nhn hng hoc yu cu chng ti nhn hng. S la chn ca qu v phi c thng bo
kp thi cho chng ti.
The goods are delivered Ex- Works. The goods travel at the clients risk and
responsibility. Any shortages, losses or damage must be signaled at the moment of
collection by the carrier. Based on your specific needs, you could decide to ask the
carrier in order to collect the goods or to delegate us to do this for you. Your option
shall be due informed to us.
2. Thanh ton cho ho n thng mi c thc hin vo hoc trc ngy th ba mi
sau khi nhn c hp ng. Nu ngy th ba mi ri vo ch nht hoc ngy l, ngy lm vic
tip theo s c coi l ngy o hn thanh ton. Khch hng c th t chi thanh ton i vi
cc hng mc ang tranh chp cho n khi tranh chp c gii quyt theo tho thun. Vic
khch hng thanh ton khng lm mt i quyn khiu kin ca khch hng v bt k mc no
c lp ha n sau ny.
Payments of commercial invoiced items shall be made on or before the
thirtieth (30th) day after receipt thereof. If the thirtieth (30 th) day falls on a Sunday or
an announced public holiday, the next working day shall be deemed to be the due day
for payment. Payments in respect of disputed items may be withheld by Buyer until
the settlement of the dispute by mutual agreement. Payments made by Buyer shall
not exclude the right of Buyer to thereafter dispute any of the items invoiced.
3. Theo quy nh ti iu khon ny, ngha v ca ngi bn s bao gm nhng khng hn
ch vic xin giy php XNK, lm th tc thng quan hng ha cho nguyn vt liu, thit b, tu,
linh kin, ph tng v cung cp cc chng t cn thit cho vic xin giy php v lm th tc
thng quan.
Seller's obligations under this Article shall include, without limitation,
obtaining all necessary or appropriate import and export licenses and Customs
clearances for materials, tools, vessel, parts and spares, and equipment and
providing all documentation in support of such licenses and clearance.

 V:
I.
Translate the following passages into Vietnamese: (6 points)
Warranty, maintenance:
All equipment and accessories under the Sellers scope of responsibility will be within 12
months warranty by the Manufacturer from the date of Final Acceptance Report, but not
exceeding 14 months from the date on Bill of Lading. For consumable items (vt t tiu hao),
components and spare parts, Manufacturers warranty conditions apply.
During the warranty period, the Seller is responsible for technical support to help the
Buyer in solving technical problems if the Goods show any defects. The first line of technical
support shall be by telephone and/or email.
In the event of inappropriate or improper use, incorrect storage, erroneous assembly or
start-up by the Buyer or third parties, natural wear and tear, erroneous or negligent handling,
improper maintenance, use of inappropriate operating resources, defective construction work, or
chemical, or electrical influences for which Manufacturer is not responsible, the Buyer is not
entitled to claim against Manufacturer under warranty.
Indemnity:
Each party shall indemnify, defend, and hold the other party harmless from and against
any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all
losses, liabilities, damages, costs, and expenses (including, without limitation, attorneys fees,
accounting fees, and investigation costs to the extent permitted by law) alleged or incurred
arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of
its employees, agents, and invitees in the exercise of the indemnifying partys rights or the
performance or observance of the indemnifying partys obligations under this agreement. Prompt
notice must be given of any claim, and the party who is providing the indemnification will have
control of any defense or settlement.
Bo hnh, bo tr:
Tt c thit b v ph kin thuc trch nhim giao hang ca ngi bn c Nh
sn xut bo hnh 12 thng k t ngy ca Bo co chp nhn cui cng, tuy nhin
khng c vt qu 14 thng k t ngy trn vn n. Vt t tiu hao v ph kin
c p dng iu kin bo hnh ca nh sn xut.
Trong thi gian bo hnh, ngi Bn chu trch nhim h tr k thut gip ngi
Mua gii quyt cc vn k thut nu hang ha c li. Cch/knh h tr k thut u
tin l bng in thoi v/hoc email.
Ngi mua khng c quyn khiu ni Nh sn xut theo iu kin bo hnh
nu ngi mua hoc bn th ba s dng khng ng cch hoc khng hp l, bo
qun khng ng cch, lp rp hoc khi ng c li, li hao mn thong thng, vn
hnh c sai st hoc bt cn, bo tr khng ng cch, s dng nguyn vt liu vn
hnh khng hp l, vic xy dng c li, do nh hng ca ha cht hoc dng in.
Bi thng
Mi bn s bi thng, bo v v gi cho bn kia khng b thit hi t v i vi
bt k v tt c cc khiu ni, hnh ng, kin tng, yu cu, nh gi, hay phn
quyt i quyn li, v bt c hay tt c cc thua thit, thit hi, trch nhim, chi ph
v ph tn (bao gm, nhng khng gii hn, cc chi ph lut s, chi ph k ton v cc
chi ph iu tra trong phm vi php lut cho php) phi chu pht sinh lin quan ti
bt c hot ng, hnh ng hay thiu st no ca bn bi thng hay bt c nhn
vin, i l v khch mi trong vic thc thi cc quyn ca bn bi thng hay vic
thc hin hay tun th cc trch nhim ca bn bi thng theo bn hp ng ny.
Thng bo ngay phi c a ra i vi bt c yu cu no, v bn ang a ra bi
thng s c s kim sot bt c vic bo v hay thanh ton no.

VI:
Translate into Vietnamese

In this Clause, "Event of Force Majeure" means an event beyond the control of the
Authority and the Operator, which prevents a Party from complying with any of its obligations
under this Contract, including but not limited to:
- act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal
waves and floods);
- war, hostilities (whether war be declared or not), invasion, act of foreign enemies,
mobilisation, requisition, or embargo;
- rebellion, revolution, insurrection, or military or usurped power, or civil war;
- contamination by radio-activity from any nuclear fuel, or from any nuclear waste from
the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any
explosive nuclear assembly or nuclear component of such assembly;
- riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to
employees of the Supplier or of his Subcontractors; or
- acts or threats of terrorism.
Trong khon ny, S kin bt kh khng c ngha l mt s kin nm ngoi
tm kim sot ca nh chc trch v nh iu hnh m s cn tr mt bn thc hin
bt k ngha v no di hp ng ny, bao gm nhng khng gii hn:
- Thin tai (v d, nhng khng gii hn, chy, n, ng t, hn hn, thy
triu v l lt);
- Chin tranh, th ch (d c tuyn chin hay khng), xm lc, hnh ng
ca k th ngoi xm, tng ng vin, trng dng hoc cm vn;
- Ni lon, cch mng, bo ng hoc th lc qun s hoc chim ot, hoc
ni chin;
- Nhim c bi cc hot ng phng x t nng lng ht nhn, hoc t cht
thi ht nhn t t chy nhin liu ht nhn, v n cht c phng xa, hoc
tnh nguy him khc ca nhng dy chuyn ht nhn d n hoc thnh phn
ht nhn ca nhng dy chuyn ;
- No ng, hn lon, nh cng,.., cm xng, ri lon, tr khi gii hn ch
cho nhn vin ca nh cung cp hoc nh thu ph; hoc
- Hnh ng hoc e da ca khng b.
II
Translate into English
T chi bo hnh
Phn mm giao theo H ny c cung cp nh hin ti/hin nhin m khng c bt k h
tr no khc.
Nh cung cp t chi bo hnh bt k phn mm no m ngi mua c php s dng
theo tha thun ny, bao gm c cc bo hnh n v kh nng mua bn li v nhng mc ch
c th ph hp no . Trong mi trng hp nh cung cp s khng phi chu trch nhim v
cc thit hi trc tip hay gin tip c bit no pht sinh t vic mt quyn s dng, mt s liu
hay thit hi li nhun do mt hnh ng theo hp ng, do l l hay cc hnh ng s sut
khc pht sinh trc tip hoc gin tip khi s dng cc phn mm c cp php theo tha
thun ny.
Disclaimer of warranty
The software provided under this Agreement is furnished as is and without
support of any kind whatsoever.
The Supplier disclaims all warranties with regard to any software licensed to the
Purchaser under this Agreement, including all implied warranties of merchantability
and fitness for a particular purpose. In no event shall the Supplier be liable for any
special, indirect or consequential damages whatsoever resulting from loss of use,
data or profits, whether in an action of contract, negligence or other tortuous action,
arising out of or in connection with use or performance of any software licensed
under this agreement.
I.

VII:
Translate into English
Bi thng

Mi bn s bi thng, bo v v gi cho bn kia khng b thit hi t v i vi bt k v

tt c cc khiu ni, hnh ng, kin tng, yu cu, nh gi, hay phn quyt i quyn li, v
bt c hay tt c cc thua thit, thit hi, trch nhim, chi ph v ph tn (bao gm, nhng khng
gii hn, cc chi ph lut s, chi ph k ton v cc chi ph iu tra trong phm vi php lut cho
php) phi chu pht sinh lin quan ti bt c hot ng, hnh ng hay thiu st no ca bn
bi thng hay bt c nhn vin, i l v khch mi trong vic thc thi cc quyn ca bn bi
thng hay vic thc hin hay tun th cc trch nhim ca bn bi thng theo bn hp ng
ny. Thng bo ngay phi c a ra i vi bt c yu cu no, v bn ang a ra bi thng
s c s kim sot bt c vic bo v hay thanh ton no.
Indemnify:
Each party shall indemnify, defend, and hold the other party harmless from and
against any and all claims, actions, suits, demands, assessments, or judgments
asserted, and any and all losses, liabilities, damages, costs, and expenses (including,
without limitation, attorneys fees, accounting fees, and investigation costs to the
extent permitted by law) alleged or incurred arising out of or relating to any
operations, acts, or omissions of the indemnifying party or any of its employees,
agents, and invitees in the exercise of the indemnifying partys rights or the
performance or observance of the indemnifying partys obligations under this
agreement. Prompt notice must be given of any claim, and the party who is providing
the indemnification will have control of any defense or settlement.
II.
Translate into Vietnamese
1. Neither the Authority nor the Operator shall be considered in breach of this Contract to
the extent that performance of their respective obligations (excluding payment obligations) is
prevented by an Event of Force Majeure that arises after the Effective Date.
C nh chc trch v nh iu hnh u khng b coi l vi phm hp ng ti
chng mc m s thc hin ngha v tng ng ca h (khng bao gm ngha v
thanh ton) b cn tr bi mt s kin bt kh khng pht sinh sau ngy c hiu lc.
2. The Party (the Affected Party) prevented from carrying out its obligations hereunder
shall give notice to the other Party of an Event of Force Majeure upon it being foreseen by, or
becoming known to, the Affected Party.
Mt bn (Bn b nh hng) b cn tr thc hin ngha v phi thng bo
cho bn cn li v s kin bt kh khng lng trc hoc c nhn thc bi bn
b nh hng.
3. If and to the extent that the Operator is prevented from executing the Services by the
Event of Force Majeure, whilst the Operator is so prevented the Operator shall be relieved of its
obligations to provide the Services but shall endeavor to continue to perform its obligations
under the Contract so far as reasonably practicable [and in accordance with Good Operating
Practices], [PROVIDED that if and to the extent that the Operator incurs additional Cost in so
doing, the Operator shall be entitled to the amount of such Cost.
Nu v n chng mc m ngi iu hnh b cn tr thc hin dch v bi
mt s kin bt kh khng, ngi iu hnh s c gii phng khi ngha v cung
cp dch v nhng s c gng tip tc hon thnh ngha v theo hp ng ti mt
chng mc kh thi v theo Quy tc Vn hnh Tt, min l nu v ti chng mc m
ngi iu hnh b pht sinh thm chi ph v lm nh vy, ngi iu hnh s c quyn
i vi nhng chi ph .
4. If and to the extent that the Operator suffers a delay during the Construction Period as a
result of the Event of Force Majeure then it shall be entitled to an extension for the Time for
Completion in accordance with Sub-Clause.
Nu v n chng mc m ngi iu hnh phi chu chm tr trong khong
thi gian xy dng do nguyn nhn ca s kin bt kh khng th ngi s c
quyn gia hn thi gian hon thnh theo iu khon ph.
Mt s cu dch khc:
1.
Any dispute between the Parties as to the performance of this CONTRACT or the
rights or liabilities of the Parties herein, or any matter arising out of the same or connected
therewith, which cannot be settled amicably shall be settled by arbitration. Each of the Parties

hereto shall be entitled to appoint one arbitrator and the third arbitrator shall be appointed
jointly by the Parties.
Bt c mu thun no gia cc bn lin quan n vic thc hin HD ny hoc
n quyn v trch nhim ca cc bn trong HD ny, hoc bt c vn no pht sinh
lin quan ti hay pht sinh t nhng vn trn m khng th gii quyt c mt
cch n tha gia cc bn th s c gii quyt bng trng ti. Mi bn s ch nh 1
trng ti v cng ch nh 1 trng ti th 3.
2.
The arbitration shall be held at Singapore. The award of the arbitrators shall be final
and binding upon the Parties. The costs of the arbitration shall be borne by the Party whose
contention was not upheld by the arbitration tribunals, unless otherwise provided in the
arbitration award.
Trng ti s x ti Singapore. Phn quyt ca cc trng ti s mang tnh trung
thm v rng buc cc bn. Chi ph trng ti s do bn thua chu tr khi c quy nh
khc v phn quyt trng ti.
3.
Notwithstanding the foregoing, the Parties may agree that any particular matter of
disputes can most quickly be settled by an Expert. In that event, the Parties shall jointly prepare
and sign a statement on the issue to be determined by the Expert before agreeing upon the
identity of the Expert.
Mc d c quy nh nh nu trn, cc bn c th ng rng bt k vn
c th tranh chp c th gii quyt mt cch nhanh chng nht bi mt chuyn
gia. Trong trng hp , cc Bn s cng chun b v k mt tuyn b v vn ny
c xc nh bi cc chuyn gia trc khi ng v danh tnh ca cc chuyn gia.
4.
CONTRACTOR and its Sub-contractors shall be subject to the applicable law. If
CONTRACTOR or its Sub-contractors perform the Contract in breach of the law, then
CONTRACTOR shall bear any additional costs of said violation and correction thereof. "Law"
includes any laws and any requirements, rules, or regulations of any relevant authority.
Nh thu (NT) v nh thu ph (NTP) s tun theo lut p dng. Nu NT hoc
NTP vi phm php lut th NT s chu mi chi ph pht sinh ca vic vi phm nu trn
v cc chi ph khc phc lin quan.Lut bao gm lut v cc yu cu, cc quy tc, cc
quy nh ca nh chc trch c thm quyn.
5.
This Contract and all questions concerning its validity, interpretation and
performance shall be governed by the law of the Socialist Republic of Vietnam. This contract shall
not include, incorporate or be subject to the provisions of the United Nations Convention on
Contracts for the International Sale of Goods.
HD ny v cc vn lin quan n tnh hiu lc, s din gii, thc hin s
c iu chnh bi lut ca nc CHXHCNVN. HD ny s khng bao gm, khng a
vo, khng tun theo cc quy nh ca cng c LHQ v HD mua bn hng ha quc
t.
6.
The Parties agree to the establishment and continuance of international
telecommunications services using Internet (including phone to phone calls and fax to fax calls)
in accordance with the terms and the conditions set forth in this Agreement which shall be
collectively referred to as the Services.
Cc Bn nht tr v vic thnh lp v s tip tc ca cc dch v vin thng
quc t bng cch s dng Internet (bao gm c in thoi gi in thoi v fax
fax cuc gi) ph hp vi cc iu khon v iu kin c quy nh trong HD ny
c gi chung l "Dch v".
7.
This Agreement supersedes all prior agreements, promises, understandings,
statements, representations and warranties and embodies the Parties complete and entire
agreement with respect to the subject matter hereof. No statement or agreement, oral or written,
made before the execution of this Agreement shall vary or modify the written terms hereof in any
way whatsoever.
HD ny thay th cho tt c cc tha thun trc, nhng li ha, s hiu bit,
bo co, i din v bo m v l tha thun ton b ca cc bn lin quan n vn
ny. Khng c tuyn b hoc tha thun, bng ming hoc bng vn bn, c
thc hin trc khi thc hin HD ny s thay i hoc sa i cc vn bn cc iu
khon ny theo bt k cch no.

8.
WHEREAS, VTI is a telecommunications carrier duly authorized to provide
international telecommunications services to customers in Vietnam.
WHEREAS, VTI is a telecommunication carrier duly authorized to provide international
telecommunications services to customers.
WHEREAS, VTI desires to provide international telecommunication services using Internet
for their customer.
XT RNG, VTI l mt nh cung cp dch v vin thng c php cung cp
dch v vin thng quc t cho khch hng ti Vit Nam.
XT RNG, VTI l mt nh cung cp dch v vin thng c u quyn hp php
cung cp cc dch v vin thng quc t cho khch hng.
XT RNG, VTI mong mun cung cp cc dch v vin thng quc t bng cch
s dng Internet cho cc khch hng ca h.
9.
All notices shall be written in English and shall be hand delivery to the Parties at
their business addresses or to such other address as either Party may specify by notice to the
other pursuant to this Section. All notices shall be regarded as having been given if sent by hand.
Tt c cc Thng bo ny c vit bng ting Anh v c chuyn trc tip
cho cc bn ti cc a ch kinh doanh ca doanh nghip hoc a ch khc m cc bn
thng bo cho bn kia theo Mc ny. Tt c cc thng bo c coi l gi c nu
c gi trc tip.
10.
This Agreement shall be binding upon and serve the benefits of the Parties hereto
and their respective heirs, successors and shall not voluntarily or by operation of law assign,
transfer, license, or otherwise transfer all of any part of its right, duties or other interests in this
Agreement or the proceeds thereof.
HD ny s rng buc v phc v li ch ca cc Bn tham gia HD v nhng
ngi k nhim ca mnh, k tha v khng t ng hoc theo quy nh ca php lut
giao, chuyn nhng, giy php, hoc chuyn giao tt c hoc mt phn quyn hn,
nhim v ca mnh hoc cc quyn li khc trong HD ny hoc s tin thu c ca
n.
11.
This Agreement shall be deemed to come into force on the Effective Date and expire
one year after the Effective Date, unless earlier terminated as provided herein (Initial Term).
This Agreement will be automatically renewed on a month-to-month basis after the expiration of
the Initial Term or any mutually agreed subsequent term.
HD ny c coi l c hiu lc vo ngy c hiu lc v ht hn mt nm k t
ngy c hiu lc, tr khi chm dt sm hn theo quy trong HD ny. (Thi hn ban
u"). HD ny s c t ng gia hn trn c s theo thng sau khi ht thi hn ban
u hoc bt k iu khon tho thun tip theo.
12.
If either Party desires to cancel this Agreement upon the expiration of the Initial
Term or any subsequent term, it shall give the other Party written notice of its intent to cancel at
least thirty (30) days prior to the expiration of the current term.
Nu mt trong hai bn mun hy HD ny khi ht thi hn ban u hoc bt k
hn tip theo, bn s gi cho Bn kia thng bo bng vn bn v nh hy b t
nht ba mi (30) ngy trc khi ht hn thi hn hin hnh.
13.
Each Party may terminate this Agreement:
(a)
if the other Party fails to fulfill any of its obligations under this Agreement;
(b)
Either Party believes there has been an unusually high use of the Services;
(c)
If the other Party is in breach of Section 17; and
(d)
If the other Party becomes insolvent.
Mi Bn c th chm dt HD ny:
(a) nu Bn kia khng thc hin bt k ngha v ca mnh theo HD ny;
(b) mt trong hai bn tin rng vic s dng cao bt thng cc Dch v;
(c) Nu Bn kia l vi phm iu 17; v
(d) Nu Bn kia mt kh nng thanh ton.
14. Termination due to default under this Sections shall be effective thirty days after
written notice to the defaulting Party if the default has not been cured within thirty day period.
Upon termination of this Agreement for any reason, each Party shall remain liable for those
obligations that accrued prior to the date of such termination.

 Chm dt do khng thc hin c theo mc ny s c hiu lc ba mi ngy,

k t ngy thng bo bng vn bn cho Bn khng thc hin nu vic khng thc hin
khng th khc phc trong thi hn ba mi ngy. Sau khi chm dt HD ny v bt k
l do no, mi Bn s vn chu trch nhim i vi nhng ngha v tnh n khi n
ngy chm dt HD.
15. This Agreement may be executed with several counterparts, each of which shall
constitute an original, but all of which shall constitute one and the same instrument. To the
extent that this Agreement is translated into any other language, the English language version
shall be the authoritative version.
HD ny c th c thc hin vi cc i tc khc nhau, mi bn s c mt
bn gc, nhng tt c u c c gi tr nh nhau. Trong trng hp HD ny c phin
dch sang cc ngn ng khc, bn ting Anh s l phin bn c gi tr.
16. All disputes, controversies, or differences which may arise between the parties, out of,
or in relation to, or in connection with this contract, or for the breach thereof, shall be finally
settled by arbitration in Singapore in accordance with the Commercial Arbitration Rules of the
Singapore Commercial Arbitration Board and under the Laws of Singapore.
Tt c cc tranh chp, tranh ci, hoc s khc bit c th pht sinh gia cc
bn, pht sinh t, hoc lin quan n, hoc lin quan n hp ng ny, hoc i vi
vi phm, th cui cng c gii quyt bng trng ti ti Singapore theo quy nh ca
Quy tc Trng ti thng mi ca Hi ng Trng ti thng mi ca Singapore v
theo php lut ca Singapore.
17. If any one or more of the provisions contained in this Contract or any document
executed in connection herewith shall be invalid, illegal or unenforceable in any respect under
any applicable law, the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected thereby.
Nu bt k mt hoc mt s quy nh trong Hp ng ny hoc bt k ti liu
no lin quan n HD b v hiu, bt hp php hoc khng th thc thi trong bt k
phng din no theo bt k lut p dng th tnh hp php, c hiu lc, v vic thc
thi cc quy nh cn li s khng b nh hng.
18. Any discrepancies and/ or disputes arising out or in connection with this contract not
settled amicably shall be referred to Arbitration in accordance with the Rules and Practices of the
International Chamber of Commerce in Paris or such other places agreed by both sides.
Bt c s khc bit v / hoc cc tranh chp pht sinh t hoc lin quan n
hp ng ny khng c gii quyt mt cch hu ho s c a ra trng ti theo
cc quy tc v tp qun ca Phng Thng mi quc t Paris hay nhng ni khc
theo nh s ng ca c hai bn.
19. Subcontractor means any person named in the Contract as a Subcontractor for a
part of the Works or any person to whom a part of the Works has been subcontracted with the
consent of the Engineer and the legal successors in title to such person, but not any assignee of
any such person.
"Nh thu ph" c ngha l bt k ngi no c tn trong hp ng nh l mt
nh thu ph cho mt phn ca cng trnh hoc bt k ngi no l mt phn ca cc
cng trnh c k hp ng ph vi s ng ca Cng trnh s v nhng ngi
k nhim hp php, nhng khngbt k chuyn nhng no ca bt k ngi no nh
vy.
20. In this contract the words below have the meanings ascribed to them unless the
context otherwise clearly dictates. Contract means this Contract, its preamble and appendices,
as well as all documents expressly listed as Contract documents or otherwise expressly
mentioned in this Contract.
Trong hp ng ny, nhng t ng di y c ngha c gn cho n tr khi
vn cnh c quy nh r rng khc i. 'Hp ng' c ngha l hp ng ny, li ni u
v cc ph lc ca n, cng nh tt c cc ti liu c lit k r rng l cc vn bn
Hp ng tr phi c quy nh r rng khc trong hp ng ny.
Dch Chap I:
PACKING

To be packed in strong wooden case(s) then in container, suitable for long distance
ocean/parcel post/air freight transportation and change of climate, well protected against
moisture and shocks and roughly portage. The Sellers shall be liable for any damage of the
commodity and expenses incurred on account of improper packing and for any rust attributable
to inadequate or improper protective measures taken by the Sellers in regard to the packing. The
wooden boxes must be labeled with "IPPC".
BAO B
Hng c ng trong kin g ri t vo container, ph hp hnh trnh di
bng ng bin/bu kin/vn chuyn hng khng v ph hp vi iu kin thi tit
thay i; phi c bo v chng m, chng va p trong bc xp. Ngi Bn phi
chu trch nhim vi bt k tn tht no xy ra vi hng ha v cc chi ph pht sinh
do vic ng gi khng ng quy cch; cng vi bt k s han g lin quan ti phng
thc bo qun khng ph hp hoc khng ng quy cch do Ngi Bn s dng trong
qu trnh ng gi. Cc kin g phi c dn nhn IPPC
FORCE MAJEURE
The Sellers shall not be held responsible for any delay in delivery or non-delivery of the
goods due to Force. Major. However, the Sellers shall advise the Buyers immediately of such
occurrence and within fourteen days thereafter, shall send by airmail to the Buyers for their
acceptance a certificate issued by competent government authorities of the place where the
accident occurs as evidence thereof. Under such circumstances, the Sellers, however, are still
under the obligation to take all necessary measures to hasten the delivery of the goods. In case
the accident lasts for more than ten weeks, the Buyers shall have the right to cancel this
Contract.
BT KH KHNG
Ngi Bn s khng phi chu trch nhim cho bt k s chm tr trong giao hng hoc
khng giao hng c do cc s c bt kh khng.Tuy nhin, Ngi Bn phi thng bo vi Ngi
Mua ngay lp tc trong trng hp c s c bt kh khng pht sinh v trong vng 14 ngy sau
, phi gi cho Ngi Mua ha n giy chng nhn do c quan chc nng c thm quyn ti
ni s c xy ra ban hnh lm bng chng. Trong trng hp ny, Ngi Bn vn chu trch
nhim s dng cc bin php cn thit y nhanh qu trnh vn chuyn. Trong trng hp s
c ko di hn 10 tun, Ngi Mua s c quyn hy hp ng.
LATE DELIVERY AND PENALTY
In case of delayed delivery except for force majecure cases, the Seller shall pay to the
Buyer for every week of delay penalty amounting to 0.5% of the total value of the goods whose
delivery has been delayed. Any fractional part of a week is to be considered a full week. The total
amount of penalty shall not, however, exceed 5% of the total value of the goods involved in late
delivery. The Seller grants a grace period of four weeks from the delivery date before penalties
shall be applied.
GIAO HNG CHM V PHT
Trong trng hp hng ha b giao chm khng nm trong trng hp bt kh khng, vi
mi tun giao chm, Ngi Bn s phi chu khon pht l 0.5% tng gi tr s hng b giao
chm. Bt k phn l no ca mt tun cng s c tnh l mt tun. Tng mc pht s khng
qu 5% tng gi tr hng ha giao chm. Ngi Bn s c hng khong thi gian min pht l
4 tun tnh t ngy giao hng trc khi n pht c thi hnh.
Inspection before Shipment:
1. Inspection by the BUYER
The BUYER may, at the BUYERs option, inspect the Goods prior to shipment. At least 10
days before the actual Delivery date, the SELLER shall give notice to the BUYER, or to any agent
nominated by the BUYER, that the Goods are available for inspection. The SELLER shall permit
access to the Goods for purposes of inspection at a reasonable time agreed by the parties.
2. Inspection by Inspection Service

The parties understand that importation into Japan requires inspection of Goods by SGS
before shipment from the SELLERs country. The SELLER agrees to cooperate fully with the SGS in
providing access to and necessary information about the Goods for the purposes of such
inspection.
Kim nh trc khi gi hng
1. Ty theo la chn ca bn Bn, bn Bn c th kim nh hng ha trc khi
hng c gi i. t nht 10 ngy trc ngy giao hng thc t, bn Bn phi thng
bo vi bn Mua, hoc vi bt k i l no c ch nh bi bn Mua, rng hng ha
sn sng cho vic kim nh. Bn Bn phi cho php s tip cn ti hng ha nhm
mc ch gim nh trong mt khong thi gian hp l c ng bi c hai bn.
2. Kim nh bi c quan kim nh
Cc bn u hiu rng vic nhp khu vo Nht Bn yu cu c s gim nh bi
SGS nc xut khu trc khi hng ha c vn chuyn i. Bn Bn ng hp tc
mt cch hon ton vi SGS trong vic cung cp s tip cn ti v cc thng tin cn
thit v hng ha cho mc ch kim nh.
Delay in Delivery
In the event of late Delivery for reasons other than force majeure as defined in this
Contract, the SELLER shall pay as liquidated damages and not as a penalty the sum of 0.1% of
the value of the undelivered part per day of late Delivery up to a maximum of 10% of the Price
payable under Clause 10 below. Payment of liquidated damages shall be due without the BUYER
having to furnish proof of any loss, damages or injury.
Payment of liquidated damages shall constitute full and complete satisfaction of any claim
of the BUYER against the SELLER arising from or in connection with late Delivery of any Goods. In
particular the SELLER shall not be liable for any indirect or consequential loss or damages, as
defined in Clause 2.7 above, arising from or in connection with late delivery of any Goods.
Giao chm
Trong trng hp giao chm khng phi do bt kh khng c nh ngha trong
hp ng ny, ngi bn s tr mt khon tin coi nh l bi thng tn tht ch
khng phi l pht tng s l 0.1% gi tr hng giao chm trn 1 ngy chm v ln
nht l 10% gi phi tr theo iu 10 di y. Thanh ton bi thng phi c thc
hin ngay m khng c yu cu ngi mua a ra chng c v mt mt hay tn tht
h hng no ca hng ha hay tn thng v ngi.
Vic thanh ton tin bi thng tn tht phi gii quyt mt cch tha ng bt
c khiu ni no ca bn Mua i vi bn Bn ny sinh t hoc c lin quan n vic
giao hng chm i vi bt k phn hng no. Trong trng hp c th, bn Bn
khng chu trch nhim i vi bt k tn tht gin tip hoc mang tnh hu qu no,
nh c nh ngha trong iu 2.7 trn y, ny sinh t hoc lin quan n vic giao
hng chm i vi bt k phn hng no.
Late Delivery
If the Seller fails to delivery the Goods at the fixed date, the Buyer will have the right to
demand from the Seller the payment of a penalty of 1% per day of the value of goods not
delivered. The Buyer has the right to cancel contract in case of delayed shipment exceeding 50
days from the fixed delivery time. The Seller has to pay back the Buyer the sum having been
paid plus interest rate and has to compensate all actual and documents losts arising due to
cancelling of contract, however not exceeding 5% of the contract value.
Pht giao hng chm
Nu bn bn khng th giao hng ng thi gian nh tha thun, bn Mua c
quyn i bn Bn phi np pht l 1% mi ngy tnh trn c s gi tr ca hng giao
chm
Bn Mua c quyn hy hp ng trong trng hp chm giao hng qu 50 ngy
k t ngy n nh giao hng. Bn bn phi tr li bn Mua ton b s tin c thanh

ton cng thm t sut li tc, bi thng v cc tn tht thc t c chng minh c
lin quan n vic hy hp ng nhng khng qu 5% gi tr ca hp ng
ARTICLE 7: CLAIM
The Seller as the ability for processing the inspection of goods before shipment and to
bear all expenses occured.
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 writting
together with survey report of the goods inspection office of the VINACONTROL. 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.
7. KHIU NI
Ngi bn chu trch nhim v chi ph pht sinh i vi qu trnh kim tra hng
ha trc khi giao hng.
Trong trng hp xy ra tn tht hay thit hi sau khi hng ha n cng
giao hng th ngi mua c quyn khiu ni ngi bn v khi lng hng ha trong
vng 2 thng k t sau ngy hng ha n cng Sign; v khiu ni v cht lng
hng ha trong vng 3 thng k t sau ngy hng ha n cng Sign. Ngi mua
cn phi khiu ni bng vn bn v gi km theo bin bn gim nh hng ha (do
Vn phng gim nh hng ha VINACONTROL cp). Bin bn gim nh ny c coi
l vn bn quyt nh gii quyt khiu ni.
Bt c lc no ngi mua chng minh c rng tt c nhng khiu ni trn
thuc trch nhim ca ngi bn th ngi bn phi tin hnh gii quyt ngay khng
c chm tr.
Limit of Liability
In no event shall either party be liable to the other or any third party in contract, tort or
otherwise for incidental or consequential damages of any kind, including, without limitation,
punitive or economic damages or lost profits, regardless of whether either party shall be advised,
shall have other reason to know or in fact shall know of the possibility.
If one party to this contract causes damages to the other party, the injured party has the
right to recover the cost of the damages from the party causing the injury. Damage costs that
could be recovered include direct damages, which are damages that are a direct result of what
happened, like medical costs or property damage, and indirect damages. Indirect damages are
those that are not directly caused by the other party but that are incurred because the party was
injured.
Gii hn Trch nhim
Khng c bt c trng hp no m mt bn s phi chu trch nhim vi bn
kia hay vi bt c bn th ba no trong hp ng, kh c hay bt c phng thc
no khc cho cc thit hi mang tnh kt qu hay ph thm ca bt c hnh thc no,
bao gm nhng gii hn, cc thit hi kinh t hay trng pht, khng quan tm ti vic
bn no c c bit, c l do khc bit hay trn thc t bit v kh nng c th
xy ra.
Nu mt bn gy ra thit hi cho bn kia, bn chu thit hi c quyn c bi
thng tt c cc chi ph cho thit hi t bn gy ra thit hi. Cc chi ph thit hi
c bi thng bao gm cc thit hi trc tip, vn l nhng thit hi l kt qu trc
tip t nhng g xy ra, chng hn nh chi ph t hay thit hi ti sn, v cc
thit hi gin tip. Thit hi gin tip l nhng thit hi khng trc tip gy ra bi bn
kia nhng bn b thit hi vn phi chu.
Delay in delivery

In the event of late Delivery for reasons other than force majeure as defined in Clause 17
above, the Seller shall pay as liquidated damages and not as penalty the sum of 5% of the value
of the undelivered part per Day of late Delivery up to a maximum of 25% of the price payable
under Clause 9 below. Payment of liquidated damages shall be due without the Buyer having to
furnish proof of any loss, damage or injury.
Trong trng hp giao hng chm v cc l do ngoi nguyn nhn bt kh
khng nh quy nh trong iu 17 trn y, ngi bn phi thanh ton khon tin bi
thng quy nh trc (ch khng phi tin pht) mt khon bng 5% gi tr l hng
cha giao tnh theo s ngy giao hng chm, ti a l 25% s tin phi tr theo iu 9
di y. Ngi bn phi thanh ton khon tin bi thng quy nh trc v ngi
mua khng phi cng cp bt c bng chng no v tn tht, hng hc cho hng ha
hay tn thng cho con ngi.
Payment of liquidated damages by the Seller shall not preclude the Buyer from seeking
compensatory damages from the Seller for any loss, injury or damage arising from or in
connection with late Delivery of any Goods; in particular the Buyer shall be entitled to
compensation from the Seller for any indirect or consequential loss or damage, including but not
limited to loss of profit, loss of use or loss of contract, arising from or in connection with late
Delivery of any Goods.
Vic ngi bn phi thanh ton khon tin bi thng quy nh trc s
khng cn tr ngi mua yu cu ngi bn bi thng thit hi cho cc tn tht,
hng hc cho hng ha hay tn thng cho con ngi trc tip hay gin tip pht sinh
t vic giao hng chm. C th, ngi mua c quyn yu cu ngi bn bi thng cc
thit hi trc tip hay gin tip, bao gm nhng khng hn ch bi vic mt li nhun,
mt quyn s dng hoc mt hp ng pht sinh t vic giao hng chm.
Ngy, a im v cc iu khon giao hng
Vic giao hng c thc hin theo CIF cng Kobe (Nht Bn), Incoterms 2010. Ngy giao
hng d nh l ngy 15 thng 10 nm 2011. Ri ro v quyn s hu i vi hng ha s chuyn
t ngi bn sang ngi mua ngay khi giao hng.
Ni giao hng theo hp ng ny l cng Si Gn, Vit Nam
Date, Place and Terms of Delivery
Delivery of the Goods shall be made CIF Kobe port (Japan), (Incoterms 2010).
The scheduled date of Delivery shall be 15 th October 2011. Risk and title to the Goods
shall pass from the SELLER to the BUYER on Delivery.
The place of Delivery under this Contract is Saigon port, Vietnam.
Goods are to be packed in strongly sewn new single jute bags of 50kgs net weight with
tare weight of 700 grams each. Shipment is to be effected in 2 containers 20 feet of 355 bags
each (Full Container Load). The SELLER shall be liable for any damage to or loss of the Goods
attributable to improper or defective packaging.
Hng ha phi c ng trong bao ay mi khu chc chn 50 kg khi lng
tnh vi 700g trng lng b. Vn chuyn trong nguyn 2 container 20 feet vi 355 bao
mi container. Ngi bn s chu trch nhim cho bt c h hng hay mt mt ca
hng ha lin quan n li bao b.
Terms of discharge
After the ship reaches the discharging port, the commodity will be checked according to
the sales contracts time
The seller is to pay all the charge for checking fee and insurance SGS at the loading port
and the buyer is to pay all the charges at the discharging port

Discharge of cargo level: 3000MT per day not including Saturday, Sunday and holidays as
the ordinance of The Socialist Republic Vietnam.
iu khon ca vic d hng
Sau khi tu cp bn cng d, hng s c kim tra theo thi gian ca hp
ng.
Ngi bn phi tr tin cho cc khon ph kim tra v bo him SGS ti cng bc
hng v ngi mua phi tr tt c cc khon tin ti cng d hng.
Khi lng d hng: 3000 mt tn mi ngy khng bao gm th by, ch nht v
cc ngy l theo quy nh ca nc cng ha x hi ch ngha Vit Nam.
Bao b: Go phi c ng trong bao ay mi trng lng tnh mi bao 50kg, khong 50,6
kg c b, khu tay ming bng ch ay i thch hp cho vic bc vc v vn ti ng bin;
ngi bn s cung cp 0,2% bao ay mi min ph ngoi tng s bao c xp trn tu.
Packing: Rice to be packed in single jute new bags of 50 kgs net each, about
50,6 kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough
handling and sea transportation. The Seller will supply 0.2% of new jute bags free of
charge out of quantity of bags shipped
Seller shall be liable for and shall protect, defend, indemnify and hold harmless Buyer from
and against any and all claims, liabilities, cost, charges, damages and expenses of every kind
and nature, in terms of injury, illness or death of, or damage to or loss of assets of any third
party, arising during and/or as a result of the performance of this Order without regard to
whether any act or omission of Buyer contributed to such injury, death or damage to or loss of
assets.
Ngi bn s chu trch nhim v s bo v, m bo, bi thng v gi cho
ngi mua khng b thit hi t v i vi bt k hay tt c cc khiu ni, trch
nhim, chi ph, thit hi v ph tn i vi bt k loi hnh hay trng thi no, lin
quan ti thng tch, thng vong v ngi hay thit hi, mt mt v ti sn ca bt
k bn th 3, pht sinh trong qu trnh v/hoc do kt qu ca vic thc hin n
hng ny gy ra khng lin quan ti vic thc hin ca ngi mua gy ra thng vong,
thit hi, tn tht v ti sn.
Nu Ngi mua khng thanh ton ng hn, Ngi bn c th yu cu Ngi mua, trong
mt khong thi gian hp l, cung cp s m bo y , tha mn i vi Ngi bn v vic
thc hin ng n Hp ng ny v c th t chi giao bt c phn hng ha no cn cha giao
cho n khi mt s bo m nh vy c a ra.
If BUYER fails to make any due payment, SELLER may demand BUYER to
provide, within a reasonable time, adequate assurance satisfactory to SELLER of the
due performance of this Contract and may withhold shipment or delivery of any of the
undelivered Goods until such assurance is given.
Tt c cc s sch k ton v nhng chng t ti chnh s c kim tra nh k nu c
mt trong hai bn yu cu. Cc ti khon y c th c kim ton trn c s hon thnh
cng trnh tun theo php lut ca Vietnam nu c cc nh chc trch yu cu hoc mt bn
yu cu.
All books of accounts and other financial documents shall be inspected
periodically if so requested by either Party. Full accounts may be audited upon the
completion of the Work in accordance with the Laws of Vietnam if so required by
competent authorities or either Party.

Th tn dng ny s chu s iu chnh ca Quy tc thng nht thc hnh Tn dng chng
t, Bn sa i nm 1993, n phm s 500 ca Phng TMQT. 20% gi tr th tn dng s c
thanh ton trn c s hi phiu ca Ngi bn i km vi ha n; 80% cn li s c thanh
ton trn c s hi phiu ca Ngi bn km vi chng t vn ti.
This credit shall be subject to Uniform Customs and Practice for Documentary
Credits, 1993 Revision, ICC Publication No.500. 20% of the credit shall be available
against the Sellers draft accompanied by invoice; the remaining 80% shall be
available against the Sellers draft accompanied by the shipping documents.
Nu Bn thu t vn khng thanh ton trong thi hn nh tha thun, ngoi tr nhng
ha n hoc s tin cn ang tranh chp, th Bn thu t vn s phi chu trch nhim tr cho
Bn t vn mt khon tin li i vi s tin qu hn t ngy ht hn thanh ton n ngy thc
tr trn c s t l li sut p dng vi ng Vietnam do Ngn hng Nh Nc cng b ti thi
im thanh ton.
If the Principal fails to settle the payment within the period as agreed upon,
except for any amount/invoice in disputes, then it shall be liable to pay to the
Consultant an interest on the amount overdue from the due date until the actual date
of payment on the basis of the interest rate applicable to the Vietnam dong published
by the State Bank of Vietnam at the time of payment.
Ngi bn s giao chuyn hng u tin trong vng 30 ngy k t ngy Ngi bn nhn
c thng bo v mt th tn dng khng hy ngang c pht hnh cho anh ta hng li.
Tt c cc chi ph v L/C Singapore do Ngi bn chu. Tt c chi ph v sa i L/C (nu c) do
Ngi mua chu.
SELLER shall make the first shipment within 30 days from the date SELLER
receives notification of an Irrevocable L/C which has been issued in his favour. All
costs of L/C in Singapore shall be for SELLERs account. All L/C amendments costs (if
any) shall be for BUYERs account.
Ngi bn c ngha v giao nhng hng ha c ghi trong hp ng ny vo trc hoc
trong khong thi gian nu trong hp ng ny
1. The obligations of Seller to ship or deliver the goods specified on the face of this
Contract (Goods) by the time or within the period specified on the face of this contract shall be
subject to the availability of the vessel or the vessels space.
2. In the event of a defect coming to light and being notified to the seller, the seller shall,
at his discretion and without undue delay, repair or replace the defective item at his own risk and
cost.
3. Seller will be paid by Irrevocable Letter of Credit opened by Vietcombank Hanoi and
advised to Seller through Indosuez Bank in Singapore payable at sight against first presentation
of full set of shipping documents.
4.A party unable to meet its obligations under this Contract shall immediately advise the
other party the time of commencement and the termination of the circumstances preventing the
fulfillment of its obligations.
GUARANTEE OF QUALITY
The Sellers guarantee that the commodity hereof is made of the best materials with first
class workmanship, brand new and unused, and complies in all respects with the quality and
specification stipulated in this Contract. The guarantee period for machinery parts shall be 14
months counting from the date which the Acceptance Certificate has been signed by the Buyers
and the Seller.
ARBITRATION
All disputes in connection with this Contract or the execution thereof shall be settled
through friendly negotiations. In case no settlement can be reached through negotiations, the
case should then be submitted for arbitration to the China International Economic and Trade
Arbitration Commission in accordance with its arbitration rules. The arbitration shall take place in

Beijing and the decision rendered by the said commission shall be final and binding upon both
parties. Neither party shall seek recourse to a law court or other authorities for revising the
decision. The arbitration fee shall be borne by the losing party.