International Sales Contract
This Sales & Purchase Agreement is made on [DD MMM YYYY] by and between:
MAPLE LEAF SYGAR LTD
Business registration number : [Registration Number]
Registered Address : Vancouver, Canada
Legal representative : Ms. Deborah MacMahon – Founder & General Director
Passport Number : [Number], issued on DD/MMM/YYYY by [Issuance authority]
Telephone :[] - Fax : [ ] - Email address [ ]
Hereinafter referred to as “the Seller”
And
MOON OVER PERFUME RESTAURANT COMPANY LIMITED
Business registration number : [Registration Number]
Registered Address : Hue, Vietnam
Legal representative : Mr. Nguyen Chan – Founder and General Director
Passport Number : [Number], issued on [DD MMM YYYY] by [Issuance authority]
Telephone :[] - Fax : [ ] - Email address [ ]
Hereinafter referred to as “the Buyer”
WHEREAS
By signing this contract, the Seller agree to sell and the Buyer agree to buy the products
produced by the Seller as below:
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ARTICLE 1: DEFINITIONS (Duong)
“Products”
“Qualified Products”
“Contract Quantity”
“Actual Quantity”
“Expected Handover Date”
“Extended Handover Date”
“Contract Price”
ARITICLE 2: PRODUCTS AND QUANTITY (Tien)
2.1 Product description : Maple syrup in bottles.
2.2 Product Grade : Sugar Loaf line in accordance with the quality standard as per
descriptions in the specification guideline established by the Seller and agreed by the Buyer.
A copy of detailed specification guideline is described in Annex 1 and is an internal part of
this contract.
2.3 Quantity : 500 bottles.
ARTICLE 3: PRODUCT QUALITY, PACKING & MARKING (Tien)
3.1 Product quality
3.2 Origin
3.3 Manufacturer:
3.4 Shelf-life
3.5 Packing
3.6 Marking
ARTICLE 4: PRODUCT DELIVERY (Duong)
4.1 Notice of delivery
4.2 Location of delivery
4.3 Mode of delivery
4.4 Delivery time
4.5 Minimum delivery
4.6 Early delivery
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4.7 Late delivery
4.8 Shipping documents
ARTICLE 5: UNIT PRICE, CONTRACT PRICE & PAYMENT TERM (Duong)
5.1 Unit price
5.2 Contract price
5.3 Mode of payment
5.4 Time of payment
5.5 Currency of payment
5.6 Late payment & interest
ARTICLE 6: PRODUCT INSPECTION (Tien)
6.1 Inspection by the Buyer
6.2 Time of inspection
6.3 Notice of Inspection result
ARTICLE 7: INSURRANCE
ARTICLE 8: TAX AND LEVY
ARTICLE 9: GOVERNMENT APPROVALS
9.1 Certification of Health and Safety
9.2 Custom Clearance
ARTICLE 10: RIGHTS & RESPONSIBILITIES OF THE PARTIES (Duong)
10.1 Rights of the Buyer:
- To inspect the products delivered by the Seller.
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- To decide on the qualified bottle on a reasonable basis.
- To decide on extending the Extended Handover Deadline by one time of up to 30 days.
- To request the Seller to top up the short-fall bottles if not fully delivered by Extended
Handover Date.
- To receive the compensation from Seller if Delivery Conditions are not met.
10.2 Responsibilities of Buyer:
- Receive the products delivered no later than the Extended Delivery Date (have the right
to refuse receiving the products delivered later than the Extended Delivery Date)
- Responsible for import tax and other tax levy within Vietnam boundary
- Use and store the products as per guidance.
- To make Deposit to the Seller.
- To make the payment of contract price according to payment term.
- To confirm with the Seller on delivery plan submitted by the Seller.
- To perform the quality test and confirm the qualified quantity to the Seller.
10.3 Right of the Seller:
- To receive Deposit and Contract payment from the Buyer.
- To include the name of the Buyer in its company profiles.
10.4 Responsibilities of the Seller:
- Deliver the product with the agreed quality and according to plan.
- Maintain the price per bottle.
- Submit the deliver plan to the Seller.
- To send payment request and invoice to the Seller.
- To provide Contract Implementation Guarantee to the Seller.
- To pay compensation to the Seller if required.
(To add in further points suggested by Nam)
ARTICLE 11: TERMINATION OF THE CONTRACT
ARTICLE 12: DISPUTE RESOLUTION
ARTICLE 13: TRANSFER OF THE CONTRACT
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ARTICLE 14: MODE OF COMMUNICATION
ARTICLE 15: FORCE MAJERUE
- In the event of force majors, each party shall inform the other party in writing within 48
hours. The party who suffered force majors shall by its all effort to implement the
contract.
- If the contract is terminated/ cancelled/ delayed due to the incident of force majors, which
cannot be rectified within 90 days from the date of the force major event, both parties
shall agree to liquidate the contract.
ARTICLE 16: GENERAL PROVISIONS
16.1 Government Laws:
This contract is governed by Vietnam laws.
16.2 Contract languages: The contract is made in 6 original copies in English and Vietnamese.
The Seller keeps 2 original copies and the Buyer keeps 4 original copies. In the event there is
difference between English and Vietnamese, the English versions shall prevail.
