SALE CONTRACT

No: 123/VNM/2024
DATE: April 30th 2024
BETWEEN
VNM
Address:
Tel:……………………………………………………………Fax………………………
Represented by Ms.
Hereinafter called “ The Seller”
AND:
XYZ Company
Address:……………………………………………………………………………………………
Tel:…………………………………………………………Fax…………………………………
Represented by Mr:…………………………………
Hereinafter called “ The Buyer”
The Seller and the Buyer have negotiated and muatually agreed to sign contract for the purchase
and sale of UHT Fresh Milk on the terms and conditions as follows:
1. COMMODITY: VIETNAM 100% UHT FRESH MILK
Main ingredient:
 Fresh milk (93.5%): Ensures nutritional supply.
 Refined sugar (3.9%): Provides a sweet flavor.
 Vegetable oil: Added to balance flavor and fat.
 Stabilizers (471, 407, 412): Helps maintain product stability.
 Synthetic flavoring for food.
 Vitamins (A, D3): Add vitamins to milk.
Average nutritional value in 100ml:
 Energy: 74.4 kcal.
 Fat: 3.3g.
 Protein: 3.0g.
 Carbohydrates: 6.8g.
 Calcium: 110mg.
 Phosphorus: 90mg.
 Selenium: 7.6µg.
 Vitamin A: 250 IU.
  Vitamin D3: 165 IU.
All other specifications as per Vietnam milk export standard.
2. QUANTITY
3500 PCs (+/- 5pcs at Seller’s option)
3. PRICE
The unit price is 410 CNY/ PC CIF CAT LAI port, HCM (Incoterms 2020)
Total contract value: CNY 1,382,500 (+/- 5pcs)
In words: Chinese Yuan one million three hundred eighty two thousand five hunded
only. (plus/ minus five packages).
4. TERM OF DELIVERY AND INSPECT OF GOODS BEFORE SHIPMENT
Shipments in 10x40ft containers in May 2024.
Date of shipment: Within 7 days after signing date contract.
Partial shipment: Not allowed.
Port of discharge: Shanghai Port.
5. TERM OF PAYMENT
By Irrevocable L/C at sight.
-Issuing Bank of L/C : Bank of China, Hong Kong
-Advising Bank of L/C : Vietcombank, Ho Chi Minh City Branch.
-Time of opening L/C : Within 7 days from the signing date of this contract.
-Expiry date of L/C : May 7th 2024.
-Period for presentation: Within 21 days after B/L date but within the validity of the
credit.
-Documents required:
+ Signed Commercial Invoice issued by the Seller in triplicate.
+ 3/3 (Full set) of originals clean B/L on board made out to order of Bank of China and
notify the Buyer.
+ One (1) original and two (2) copies Certificate of Quantity, Weight, Quality issued by
Vinacontrol
+ One (1) original and two (2) copies Certificates of Origin issued by Vietnam Chamber
of Commerce and Industry in Ho Chi Minh City.
+ Packing list in triplicate by the Seller.
+ Beneficiary’s Certificate that one full set of non – negotiable shipping documents have
been sent by DHL to the Buyer.
+ Bill of Exchange.
6. INSURANCE
Marine Insurance to be covered by the Seller at all risks from loading port to
discharge port.
7. TAXATION AND IMPORT FACILITIES
Taxation: All taxes or levies imposed by the country of origin having any effect on
the Contract are on Seller’s account and his sole responsibility; all taxes or levies
imposed by the country of destination having any effect on the Contract are on Buyer’s
account and his sole responsibility.
 Import Facilities: Buyer shall have all necessary import licenses or permissions;
Buyer bears the sole responsibility of securing all permits, licenses or any other
documents required by the government of the importing nation. Seller will bear no
responsibility to provide such documentation.
8. INTELLECTUAL PROPERTY RIGHTS
Unless expressly stated otherwise in the Contract, all intellectual property rights or
other proprietary rights in and to the Goods or related to the Goods, including but not
limited to
their formula, design, packaging and know-how, and any modifications or
developments thereto, as well as the trademarks and trade names under which the Goods
are marketed shall remain the sole and exclusive property of Seller and Buyer acquires no
rights, title or license therein or thereto.
If Buyer challenges, harms or prejudices the validity or enforceability of such
proprietary rights, Seller shall without liability be entitled to immediately terminate the
Contract.
9. GOODS RECALL
In the event of a recall of the Goods instigated by Seller or a competent authority,
Buyer shall, in consultation with Seller and at Seller’s cost, take all necessary actions that
are appropriate in the circumstances. These may include, without limitation, to stop
delivery of the Goods and to recall the Goods from warehouses, distributors and retailers.
Buyer shall not interfere with the recall proceedings, which shall be controlled by Seller
only, and shall not make public any actual or planned recall of the Goods, except as
provided by applicable mandatory law or as instructed by Seller.
10. LIMITATION OF LIABILITY
Seller’s liability for its Goods under all theories of liability shall be limited to
repairing or replacing those found by Seller to be defective, or at Seller’s option, to
refunding the purchase price of such Goods.
Seller shall have no liability for any operating loss, loss of orders, loss of income,
loss of profits, loss of public subsidies, loss of goodwill or for any special, indirect or
consequential losses or damages whatsoever, howsoever caused.
Buyer agrees to hold harmless and indemnify Seller, its affiliates and representatives
against and from all costs, losses, liabilities, damages and expenses arising out of or
resulting from the death of or injury to any person or from any damage to or loss of
property due to the acts and/or omissions of Buyer.
11. FORCE MẠEURE
Seller shall not be liable to Buyer or be deemed to be in breach of the Contract by
reason of any delay in performing, or any failure to perform, any of Seller’s obligations
in relation to the Goods, if the delay or failure was due to Force Majeure.
Where there is Force Majeure, Seller is entitled to an extension of the Shipment
Date(s) and/or Delivery Date(s) accordingly. Without prejudice to the other provisions of
the Contract, where the Force Majeure continues for more than six (6) months, Seller
and/or Buyer shall have the right to terminate the Contract. In such a situation, Seller
shall be reimbursed for Goods already performed/delivered.
12. CONFIDENTIALITY
During the term of the Contract and within two years as from the Contract is be
terminated or avoided, all the terms and conditions of the Contract and others agreed
between the Parties relate to the Contract are absolutely confidential between the Parties
and shall not be disclosed to anyone else, except as shall be necessary to effectuate its
terms. Any disclosure in violation of this section shall be deemed a material breach of the
Contract.
13. REPERSENTATIONS AND WARRANTIES
Each Party hereby represents and warrants that they have authority from their
respective boards to enter into the Contract Agreement and that the Contract Agreement
is valid and binding on each party.
14. MISCELLANEOUS
Unless otherwise confirmed by Seller in writing, the Goods shall comply with the
national legal requirements applicable in the country of manufacture. Seller is not liable
for the compliance of the Goods with the requirements of statutes, administrative rules
and/or regulations applicable in the country of destination (or distribution) and
undertakes no risk or liability in respect hereof.
Buyer shall be responsible for complying with any and all legislation, administrative
rules and/or regulations governing the importation of the Goods into the country of
destination (or distribution) and the subsequent processing, marketing, distribution, resale
and/or use hereof.
No waiver by Seller of any breach by Buyer, or failure by Seller to insist on Buyer’s
performance of obligations shall be considered a waiver of any subsequent breach of the
same or any other provision.
Buyer shall hold in confidence and not disclose to any third party any Confidential
Information disclosed by Seller.
Buyer shall not use such information for Buyer's own benefit or the benefit of any
third party.
Nothing in the relationship between Seller and Buyer shallcreate an agency,
partnership or joint venture between the Parties and in specific Buyer shall not be entitled
to make any representation or warranty on behalf of Seller.
15. APPLICABLE LAW AND DISPUTE RESOLUTION
Unless otherwise agreed in writing, the Contract shall be governed by and construed
in accordance with the laws of Vietnam.
The Parties will use their best efforts to negotiate in good faith and settle any dispute
that may arise out of or relate to the Contract, including any question regarding its
existence, validity or termination.
In the event any dispute in Article 15.2 is unresolved after sixty (60) days of the
commencement of negotiations, such disputes, unless otherwise agreed in writing, shall
be finally resolved by the Vietnam International Arbitration Centre at the Vietnam
Chamber of Commerce and Industry (“VIAC”) in accordance with its Rules of
Arbitration. The seat of arbitration shall be Ho Chi Minh City, Vietnam. The arbitral
 tribunal shall include three (03) arbitrators, unless the Parties have agreed otherwise. The
language to be used in the arbitration proceedings shall be English.
16. GENERAL
The Contract Agreement (including this General Terms and Conditions, the
Contract, the Appendixes) is the entire agreement between the Parties and may not be
changed unless agreed in writing by properly authorized representatives of both Parties.
In case of any discrepancies between the provisions of documents Contract
Agreement, the provisions in the Contract and Its Appendixes shall be prevailed, unless
the Parties have agreed otherwise.
If any provision contained in the Contract Agreement should be held to be void or
unenforceable, the validity of the other provisions shall not be affected thereby.