SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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CONTRACT FOR SALE OF GOODS
– Pursuant to the civil code No. 91/2015/QH13 dated November 24, 2015.
– Pursuant to Commercial law No. 36/2005/QH11, passed by the national
assembly on January 01st, 2006.
– Pursuant to offer (offer or agreement of both parties).
Today, Date … Month … Year … (1)
In place: ……… (2)
We include:
Party A (hereinafter referred to as “Seller”)
– Name of enterprise: ……… (3)
– The head office address: …… (4)
– Number phone:……. Fax: (5)
– Bank account No:…… (6)
– Opening at the bank:………
– Authorized person:……… (7)
– Position: ………
– The letter of authorization (If the authorized person signs on behalf of the
director).
No: Date … Month … Year …
By: …….. Title ………………… signs.
Party B (hereinafter referred to as “Buyer”
– Name of enterprise: (3)
– The head office address: …… (4)
– Number phone: Fax: (5)
– Bank account No: (6)
– Opening at bank:
– Authorized person: (7)
– Position: ……
– The letter of authorization (If the authorized person signs on behalf of the
director).
No: … Date … Month … Year …
By: …….. Role …… signs.
Both parties agreed to the conclusion of contract with the contents as
follows:
RECITALS
1. Production Expansion.
a. Buyer is expanding its production facilities.
b. The expansion plan subdivides into three phases which come on line:
– Phase One—January 2015
– Phase two—February 2015
– Phase three—May 2015.
c. To commence production in a phase of new construction, Buyer must
satisfy the following conditions:
– Obtain a Certificate of Occupancy, and
– Receive authorization to manufacture.
d. To qualify for the foregoing conditions, Buyer must pass a fire safety
inspection, which requires it to adequately equip its machinery with slings
and hoists.
TERMS
1. Agreement of Sale.
Seller agrees to sell and Buyer agrees to buy 200 units of the Model X 47
Mechanical Sling for $1,000 per unit. (“Unit” – each individual Model X 47
Mechanical Sling).
2. Payment.
Payment shall occur upon delivery for the price stated in section 1.
Payment shall occur at Seller’s production plant on 123 Broad Street,
Lexington, KY 40502.
3. Delivery and Acceptance.
a. Delivery shall occur at Seller’s production plant.
b. Delivery shall be in three installments.
– The first installment shall be on January 1, 2015.
– The second installment shall be on February 1, 2015.
– The third installment shall be on May 1, of 2015.
c. Installments one and two shall be in fifty units.
d. The third installment shall be in one-hundred units.
4. Loading & Transportation.
Buyer agrees to collect, load, and transport the goods at its expense.
5. Notice of Delivery.
a. Seller shall notify Buyer of readiness for delivery by fax no later than six
days before each delivery (“timely notice”).
b. If Seller gives timely notice, Buyer shall pick up goods on the date
scheduled for installment.
6. Delayed Notice.
a. If Seller fails to provide timely notice regarding a scheduled installment,
but notifies Buyer before the 12thof any specified installment month (January
12, February 12, May 12) Buyer must pick up the goods.
b. However, such delay (“delay” – failure to provide timely notice) permits a
five day extension period for Buyer before collecting the goods, beginning
when Buyer first receives notice of readiness for delivery.
c. Seller assumes responsibility for all damage and/or destruction to goods
during any resulting period of delay.
d. Buyer may reject installment if Seller fails to notify Buyer before the
12thof any scheduled installment month that delivery is ready,
e. If Seller delays notice as stated in section b., Buyer may also elect to
terminate this agreement.
7. Election – Right to Refuse/Terminate Agreement.
a. If Buyer elects to refuse installment or terminate this agreement, Buyer
shall:
(1) Notify Seller by fax no later than two days after its right of refusal (“right
of refusal” – right to refuse installment or terminate this agreement) arises.
(2) Seller shall discontinue all preparation on present and future installation
deliveries.
(3) Buyer may sue for damages not otherwise precluded by the contract.
b. If Buyer fails to notify as required by its above right of refusal, Buyer must
still pick up the goods. However, Buyer shall extend as many days necessary
beyond the scheduled date to provide Buyer five days from receiving notice
of readiness for delivery.
8. Inspection – Nonconformity and Cure.
Buyer shall inspect goods at delivery.
Buyer shall identify any nonconformity (“nonconformity” – failure of the
goods to conform to the contract) discoverable by reasonable inspection.
Seller may promptly cure (“cure” – to repair or replace) any nonconformity
discovered by Seller at time of delivery.
Seller shall cure any nonconformity at its own expense.
If Buyer fails to identify any nonconformity discoverable by reasonable
inspection at the time of delivery which Seller could have promptly cured,
Buyer shall not recover damages.
If Buyer later discovers any nonconformity not ascertainable at the time of
delivery, Buyer must notify Seller by fax of the asserted failure within three
business days after the date the nonconformity was first discovered or be
barred from any remedy with respect to that nonconformity.
9. Disclaimer of Express Warranties.
Seller warrants that the goods are as described in this agreement, but no
other express warranty is made in respect to the goods. If any model or
sample was shown Buyer, such model or sample was used merely to
illustrate the general type and quality of the goods and not to represent that
the goods would necessarily conform to the model or sample.
10. Disclaimer of Implied Warranties.
THE GOODS SOLD UNDER THIS CONTRACT ARE PURCHASED BY THE BUYER
”AS IS” AND THE SELLER DOES NOT WARRANTY THAT THEY ARE OF
MERCHANTABLE QUALITY OR THAT THEY CAN BE USED FOR ANY
PARTICULAR PURPOSE.
11. Force Majeure.
a. Seller shall not be liable for any failure of or delay in the performance of
this Agreement for the period that such failure or delay is due to causes
beyond its reasonable control. Such causes include but are not limited to:
– Acts of God;
– War;
– Supply shortages;
– Strikes or labor disputes;
– Embargoes or government orders; or any other unforeseeable event.
12. Assignment & Delegation.
Buyer shall not assign any right to receive slings (or goods) under this
agreement.
Buyer shall not delegate any duty of payment to others for the slings.
No delegation of any obligation owed by either Seller or Buyer shall occur
without written permission from both parties.
13. Choice of Law Provision & Forum Selection Clause.
This agreement shall be construed according to Kentucky law.
The forum state for any legal action shall be Kentucky.
14. Statute of Limitations.
Any action for breach of this agreement must begin within one year after the
cause of action has accrued.
15. Attorney Fees Provision.
If litigation must ensue by either party for breach of agreement, the
prevailing party shall receive reasonable attorney fees, including costs and
expenses incurred.
16. No claim or right arising out of a breach of this contract can be
discharged in whole or in part by a waiver or renunciation of the claim or
right unless the waiver or renunciation is supported by consideration and is
in writing signed by the aggrieved party.
17. Merger Clause.
Both parties intend this contract to constitute the complete and final
expression of this agreement.
All warranties by Seller outside this agreement lack enforceability.
Any later agreements or other terms excluded from this agreement, which
the parties desire to enforce, must be in writing and signed by each.
Representative A Position Representative B Position
Sign (Stamp) Sign (Stamp)
