FOREIGN TRADE UNIVERSITY
SCHOOL OF ECONOMICS AND INTERNATIONAL BUSINESS
_ _ _ _ _ _ _ÔÔÔ_ _ _ _ _ _

MID-TERM EXAMINATION
Subject: International trade transaction
Subject code: TMAE302.1
Topic: Import custom procedures in Vietnam and Analysis of
import documents of Ngoc Diep Window Joint Stock company
Group: 7
STT

Full name

Student ID

1

Phạm Tiến Long

2014530007

2

Trần Hoàng Mai

2013530016

3

Đinh Ngọc Mai

2012150057

4

Nguyễn Quỳnh Mai

2014150224

5

Nguyễn Tiến Mạnh

2013530017

6

Hà Đăng Bảo Minh

2013150033

7

Dương Hoàng Minh

2013550020

Ha Noi, September 2022



TABLE OF CONTENT
TABLE OF CONTENT ........................................................................................................... 2
INTRODUCTION.................................................................................................................... 3
CHAPTER 1: THEORY OF COMMERCIAL CONTRACTS IN INTERNATIONAL
TRANSACTIONS .................................................................................................................... 4
1. The theory of commercial contracts in international transactions ..................................... 4
2. Overview of NGOC DIEP WINDOW JOINT STOCK COMPANY ............................... 7
3. Overview of SUMITOMO CORPORATION ASIA AND OCEANIA PTE. LTD. ......... 8
CHAPTER 2: ANALYSIS OF THE SALES CONTRACT ................................................. 9
1. General information ........................................................................................................... 9
2. Terms and conditions of the contract............................................................................... 11
3. Brief conclusion of term and conditions .......................................................................... 18
CHAPTER 3: ANALYSIS OF IMPORT DOCUMENTS OF NGOC DIEP WINDOW
JOINT STOCK COMPANY................................................................................................. 20
1. Commercial invoice ......................................................................................................... 20
2. Packing list....................................................................................................................... 25
3. Bill of lading (B/L) .......................................................................................................... 29
4. Insurance documents ....................................................................................................... 36
5. Certificate of Analysis ..................................................................................................... 39
6. Customs declaration......................................................................................................... 41
7. Application of letter of credit .......................................................................................... 48
8. Arrival Notice .................................................................................................................. 50
9. Certificate of Origin ......................................................................................................... 51
CHAPTER 4: CONTRACT PERFORMANCE PROCESS .............................................. 56
1. Obtain permission to import ............................................................................................ 56
2. Carry out procedures under payment obligations ............................................................ 56
3. Renting a means of transport ........................................................................................... 59
4. Buy insurance .................................................................................................................. 59
5. Receiving goods............................................................................................................... 61
6. Import customs clearance ................................................................................................ 62

7. Inspection and inspection of goods.................................................................................. 64
8. Complaints and complaint resolution (if any) ................................................................. 65
CONCLUSION....................................................................................................................... 67
REFERENCE ......................................................................................................................... 68

2


INTRODUCTION
Today, for most countries in the world, opening the economy, integrating and
developing trade with foreign countries is an essential thing to help the country progress
and catch up with the world. Economic globalization has led to the development of
international trade, which has made the cross-border trade and exchange of goods
increasing in both frequency and scale.
In international commercial transactions, one of the most important contents is the
commercial contract, which proves the agreement between the two buying and selling
parties and the provisions on the rights and obligations of each party to ensure smooth
transactions. However, the differences in legal systems between countries have made
international contracts more complicated than domestic contracts. For this reason, a very
thorough study of contracts and necessary documents accompanying each international
commercial transaction is imperative for businesses.
Recognizing the importance of international commercial contracts, our group of 7 chose
to study the topic “Import custom procedures in Vietnam and Analysis of import
documents of Ngoc Diep Window Joint Stock company” including 4 main chapters:
-

Chapter 1: Theory of commercial contracts in international transactions

-


Chapter 2: Analysis of the contract

-

Chapter 3: Analysis of import documents of Ngoc Diep Window Joint Stock
company

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Chapter 4: Contract performance process

In the process of researching the topic, because of limited knowledge, it is difficult to
avoid shortcomings in the report. Our team is looking forward to receiving your
comments to make the essay more complete.
We sincerly thank you!

3


CHAPTER 1: THEORY OF COMMERCIAL CONTRACTS IN
INTERNATIONAL TRANSACTIONS
1. The theory of commercial contracts in international transactions
1.1. Definition
According to Apolat Legal, a contract for international sale and purchase of
goods is an agreement between the parties in an international sale and purchase of goods’
transaction; the parties directly establish and adjust the legitimate rights and obligations
of the seller and the buyer in such specific international sale and purchase of goods.
Besides, according to Article 1 of the Vienna Convention 1980 on Contracts for the
International Sale of Goods (“CISG”) which Vietnam as CISG member, the element to
determine the internationality in a contract for international sale and purchase of goods

is based on a criterion of “places of business of contracting parties are in different States”.
In Vietnam, Commercial Law 2005 does not provide a specific definition for the concept
of the international sale and purchase contract of goods. Instead, the law only lists out
commercial activities that are deemed to be international sale and purchase of goods.
Accordingly, Article 27 of the Vietnam Commercial Law 2005 stipulates international
sale and purchase of goods including forms of export, import, temporary import for reexport, temporary export for re-import, and transfer through border-gates.
Point 1, Article 2, Circular 39/2015/TT-BTC dated March 25, 2015 of the
Ministry of Finance defines: A goods sale and purchase contract is an agreement to buy
and sell goods made in writing or in other forms. documents with equivalent value to
text include telegraph, telex, fax, and data messages. In which, the seller is obliged to
deliver the goods, transfer the ownership of the goods to the buyer and receive payment;
the buyer is obliged to pay the seller, receive the goods and take ownership of the goods
as agreed; goods are transferred from the seller to the buyer, through a Vietnamese
border gate or border, or from a non-tariff zone into the domestic market or from the
domestic market into a non-tariff zone.
1.2. Characteristics
An international commercial contract has the following basic characteristics:

4


The subject of the international trade contractual relationship has a commercial
place in different countries or has different places of residence. This is the most
important feature of international sales contracts.
The subject matter of the contract is the goods being moved from one jurisdiction
to another. Usually, the object of an international commercial contract is goods that are
transported across the borders of a country, however, in many cases, goods that do not
need to cross national borders are still considered international trading activities such as
goods. brought out, brought into non-tariff zones, tax-suspension warehouses, and
bonded warehouses.

Payment currency is the foreign currency for one or both parties.
Sources of governing law: Diversified, complex, governed by many different
legal systems such as international trade treaties, international commercial practices,
case law, precedent, national law, etc.
1.3. Conditions of contract validity
Conditions for the validity of an international goods sale and purchase contract
include
• Subject of contract: buyer and seller must have full legal status.
• The object of the contract that are allowed to be bought and sold in accordance with
the law.
• The content of the contract must include the main terms that Vietnamese law requires.
Usually, the main terms of the contract include Name of the goods, quantity,
quality/quality, price, payment method, and delivery.
• Form of contract: in writing or in another form of equivalent value: telegraph, telex,
fax, data message.
Clause 2, Article 27 of the Commercial Law stipulates: “International sale and
purchase of goods shall be conducted on the basis of written contracts or other forms of
equal legal validity”.
1.4. Layout of a contract in international commercial transactions
Heading
• Contract title: usually “Contract”, “Sales contract”
5


• Contract number and symbol
• Contract signing time
Information section and contract subject
• Name of unit: state both full name and abbreviated name (if any)
• Unit address
• Phone numbers: Fax, phone, email

• Account number and bank name
• Representative to sign the contract: it is necessary to specify the name and position of
the representative
Main content of the contract
A complete contract usually includes the following 14 clauses:
• Term 1: Terms of goods name
• Term 2: Terms of quantity/volume
• Term 3: Quality Terms
• Term 4: Terms of packaging - sign code
• Term 5: Delivery Terms
• Term 6: Price Terms
• Term 7: Packing and Marking
• Term 8: Complaint Terms
• Term 9: Arbitration Clause
• Term 10: Force majeure clause
• Term 11: Provisions on sanctions for breach of contract
• Term 12: Terms of law applicable to the contract
• Term 13: Difficulties and obstacles clauses
• Term 14: Terms when the contract takes effect
The last part of the contract
• How many copies is the contract made?
• What form of contract?
• Language of the contract
• Effective date of the contract

6


2. Overview of NGOC DIEP WINDOW JOINT STOCK COMPANY
Overview of company

Corporation name: CÔNG TY CỔ PHẦN NHÔM NGỌC DIỆP
International name: NGOC DIEP JOINT STOCK COMPANY
Trading name: Ngoc Diep.,JSC
Address: Road 206, Area B, Pho Noi A Industrial Park, Lac Hong Commune,
Van Lam, Hung Yen Province
Tax code: 0900268793
Representative: Mr Tran Huu Quang
Telephone: 03213997571
Type of business joint stock company
Status: Active (Issuance of a certificate of tax registration)

-

Ngoc Diep Window Joint Stock Company is one of the member companies of

Ngoc Diep Group with a DINOSTAR branded aluminum factory built in Pho Noi A
industrial park, Van Lam, Hung Yen with an area of area up to 120,000 m2.
Ngoc Diep Window Joint Stock Company provides the market with the main
product lines:
-

Construction aluminum (aluminum profile bar) used as door frames, wall frames,
shutters, rolling door spokes…, aimed at customers who are agents across the
country.

-

Industrial aluminum with customers mainly automobile, computer, electronic
equipment factories…


-

Aluminum profiles: designed and manufactured according to customer needs.

-

Billet: series 6000, series 7000… with sizes of 4 inches, 5 inches, 7 inches
As a factory with the highest automation rate in the country, synchronously from

billet refining and casting to finished products, with a management system according to
ISO 9001-2015, ISO 14001-2015, Ngoc Diep is committed to provide customers with
high quality, environmentally friendly products at reasonable prices.

7


Overview of Coporation:
Starting from the center of the office, home, and school furniture since 1996,
Ngoc Diep in turn expanded into the fields of Carton Packaging (1998), Doors (2010),
Aluminum (2016). In 2017, Ngoc Diep was restructured according to the Group model,
in which Ngoc Diep Group Joint Stock Company played the role of the parent company
and member companies.
Ngoc Diep Group includes 4 member companies: Ngoc Diep Trading and
Production Company Limited; Ngoc Diep Joint Stock Company; Ngoc Diep Door Joint
Stock Company and Ngoc Diep Aluminum Joint Stock Company.
Ngoc Diep is one of the leading corporations in manufacturing and supplying
Furniture, Packaging, Aluminum doors - plastic doors - facade walls, Industrial
aluminum - Construction aluminum. The Group's products are present in all 63
provinces and cities.


3. Overview of SUMITOMO CORPORATION ASIA AND OCEANIA PTE. LTD.
Corporate name: Sumitomo Corporation Asia & Oceania Pte. Ltd
Head office address: 182 Cecil Street, #22-01 Frasers Tower, Singapore
Telephone: +65-6533-7722
Fax: +65-6538-6176
Overview:
Sumitomo Corporation Asia & Oceania Group is a leading integrated trading and
investment solutions provider. They are an integral member of the Sumitomo
Corporation Group, a key player in the global exchange of goods, services and
technology.
Their businesses span diverse industries such as metal products, transportation and
construction systems, automotive, automotive finance and services, environment and
infrastructure, food, materials, real estate, media, lifestyle, mineral resources, energy,
chemicals and electronics.

8


CHAPTER 2: ANALYSIS OF THE SALES CONTRACT
1. General information
The sales contract for aluminum billets between SUMITOMO CORPORATION
ASIA & OCEANIA PTE LTD. and NGOC DIEP WINDOW JOINT STOCK
COMPANY was an international commercial contract created in text form, signed by
both parties on a mutual agreement basis where the seller agrees to sell, the buyer agrees
to buy, with no constraint, fraud or misconceptions. The contract was composed clearly,
legally and included all basic information involving international trade of goods.
The contract consists of the following parts:
-

Contract title


-

Contract No. and Date

-

Information of parties involved

-

Terms and conditions

-

Confirmation in signature and stamps by involved parties

1.1. Title, No. and Date of said contract:
-

Title: Sales contract

-

No: SHZHN17.0835

-

Date: 11 December 2017


Comment: The contract has a clear title, with adequate information about the contract
number and date of signing. The contract number aids parties in seeking for said contract
for reference. The date of signing informs involved parties of the date at which the
contract takes effect.

1.2. Hosts of the contract
SELLER:
-

Company name: SUMITOMO CORPORATION ASIA & OCEANIA PTE
LTD.
9


-

Trade name: SUMITOMO CORPORATION ASIA & OCEANIA PTE LTD.

-

Address: 60 Anson road, #04-01/04 & #05-01/04, Mapletree Anson, Singapore

-

Telephone: 6533-7722

-

Fax: 6533-9693


BUYER:
-

Company name: Công ty cổ phần Ngọc Diệp

-

International name: NGOC DIEP WINDOW JOINT STOCK COMPANY

-

Trade name: NGOC DIEP WINDOW JOINT STOCK COMPANY

-

Address: Road 206, Sector B, Pho Noi A Industrial Zone, Van Lam, Hung Yen
Province, Vietnam

Comment:
-

According to article 6 of Commerce Law, No. 36/2005/QH11 and Decree
13/CP2013 about the right to participate in export-import businesses, both
parties are considered legal and allowed to engage in import-export businesses,
as legally-recognized corporations, having no disadvantages in import-export
operations.

-

This sales contract was signed by two parties, both of which are legally

qualified, authorized by government officials and based in 2 different countries
being Singapore (seller) and Vietnam (buyer). The contract has included
information of both parties including the address but not including the buyer’s
contacts.

1.3. Subject of the contract
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Subject: Primary Homogenized Aluminum Billet 6063

Comment:
-

The subject of the contract is not included in the prohibited goods catalog, not
classified as conditioned goods for import-export. The subject is considered
10


sell-able and licensed since the company’s application’s approval by
government officials. The goods are not listed in the list of prohibited importexport goods according to appendix I, Decree 69/2018/NĐ-CP of 15/05/2018.
-

Therefore, the subject of the contract is legal and fully authorized for import
and export.

1.4. Form of contract
-

The contract was approved by both parties, composed on text form, signed and
stamped by both involved parties.


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Language: English

Comment:
-

Contracts of international commercial trade can be made in 3 different forms,
verbal, action or text. However, Vietnam reserves article 96 in the Vienna
Conventions, so Vietnamese commerce agents, upon participating in an
international trade contract must make contracts in text form. Vietnamese
international commerce law also states that contracts of international nature
must be made on the basis of documents in text form or other forms of
equivalent legality value: telegram, fax, messages, etc. So, the form of the
contract is legally accepted by Vietnam’s law on international trade.

-

The language used is English - a widely used dialect that is very suitable for
international commerce activities. However, both sides needs to have the
interpretation ability to understand English clearly, in order to avoid any
misunderstandings in the delivery of the contract.

2. Terms and conditions of the contract
2.1. Product name
Content:
Goods name: Primary Homogenized Aluminum Billet 6063
11



Comment: The product’s name was stated clearly and comprehensively in the contract,
but the product international trade code was not included.

2.2. Terms of Quantity/Weight
Content:
-

Unit Metric Ton (MT)

-

Weight: 100 Metric Ton (+/– 5%)

Comment: The contract has stated the weight of the goods, under an approved
measurement unit. The smallest error in weight is also included (+/–5%)

2.3. Terms of Quality
Terms of Quality is a vital part of any international commerce contract, as it
demonstrates the accuracy when it comes to the qualifications in the contract. Therefore,
they should be stated clearly and in detail in the case of dispute during the execution of
the contract. There are many methods when it comes to determining the terms of
specifications and quality such as: respective to the good’s actual quality (though
samples, or cargo inspections) or respective to the demonstration or description provided
by the seller (including information of technical specifications, weight, general standard
of production,...)
Comment:
The technical specifications of the goods were included in detail in the contract of sales.
The stated information consists of material (base materials, impurities, chemical
content), size of each article, physical deformities and errors that might be present on

said products. The contract has included adequate information on the specifications of
the goods to ensure the contract’s validity and the payment level’s legitimacy. This also
helps distribute the cost and damage caused, if any, during the process of delivery from
any mistakes in manufacture by the seller.

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2.4. Terms of Price
Content:
-

Final price: LME + Premium

-

LME price: Aluminum LME Average Cash Settlement Price from 15 December
to 31 December 2017. (This is provided the seller receive workable L/C At
Sight - in good working order - by 14 December 2017).

-

Premium: US$240.00/MT

-

Provisional price: US$2,300.00/MT

Comment:
In this contract, the currency used is USD (US Dollar), a third-party currency.

The USD is a globally used currency, and is accepted for all international monetary
transactions. This is also a very strong and stable currency, proving itself to be of great
convenience for both parties and for payment with middle-man banks. The pricing
information was provided clearly, including prices for each unit (MT) and additional
fees that might be part of the gross price. However, the contract composer should add a
written price in letters besides the number given, to avoid any complications or mistakes
in the payment process.
With the price being firm, quoted from a certain price period, approved upon
signing of the contract, it is extremely suitable for a contract of such short duration as
the price fluctuation would not affect the agreed payment amount by both parties.
However, the contract should mention briefly of additional costs such as shipping
or warranty according to Incoterms’s policies, regarding the type of delivery being used.

2.5. Terms of Shipment
Content:
-

Transshipment: Allowed

-

Partial Shipment: Allowed

-

Time of shipment: Before 21 January 2017
13


-


Shipment terms: CIF Hai Phong Port, Vietnam, Import Duty Unpaid by
container vessel, Incoterms 2010

-

Packing: The commodity shall be packed and marked as per PM customary
arrangement for Export.

Comment:
Parties have decided to choose sea travel as the method of shipment for this
consignment. Even though the details of shipment have been well included, there’s still
missing information regarding date and time of loading/unloading for both parties, notes
for handling to avoid damage in the delivery process. This could lead to dispute when
the buyer and the seller decide who is in charge or who should take responsibilities when
the loading/unloading process doesn’t go as negotiated.
Both parties have mentioned the details on destination and port, which will help
when it comes to distribution of risks and costs as the necessary Incoterms articles have
been included.
2.6. Term of payment
If payment for the Goods Shall be made by a letter of credit, Buis shall establish in favor
of Seller an irrevocable letter or credit through a prime bank of good international repute
immediately Alm (the conclusion of this Coatmvl in r, turn, and upon tens satisfaction
w Sells
If Seller has reasons(s) to believe that Buyer may fail to make payment, establish a letter
of credit or otherwise perform its payment obligations under this Contract, Seller may
demand that Buyer provide, within a reasonable time, adequate assurance satisfactory
to Seller for the due performance of this Contract and Seller may withhold shipment Or
delivery of Goods or any undelivered part thereof until such assurance is provided.
Buyer shall pay the price specified on the face of this Contract wills withholding,

counterclaim, semis or other similar rights to satisfy or sec which Buyer may have
against Seller, notwithstanding that such claims or by Buyer against Seller in separate
proceedings.
Any new, additional or increased freight rates, surcharges (bunker, currency, congestion
or other surcharges), taxes, customs duties, export or import surcharges or other
14


governmental charges. or insurance premiums. which may be incurred by Seller with
respect to the Goods ;after the conclusion of Otis Contract shall be for the account or
Buyer and shall be reimbursed to Seller by Buyer on demand.
If Buyer fails to pay for the Goods in accordance with this Contract, Buyer shall pay to
Seller overdue interest on the unpaid amount front the due date or such payment until
the date of actual payment (before as well as after judgment) at the rate of eighteen
percent (18%) per annum, or tic niaxisim interest rate permitted by the laws of Buyer's
country, whichever is lower.
2.7. Force Majeure
If the performance by Seller of any of its obligations under this Contract is directly or
indirectly affected or prevented by force majeure, including but not limited to Acts of
God, flood, typhoon, earthquake tidal wave, landslide, file, plague, epidemic, quarantine
restriction, perils of the sea, war declared or not or threat of the same, civil commotion,
blockade, arrest or retraint of dispute, explosion, accident or breakdown in whole or in
part of machinery or plant, governmental request guidance, order of regulation,
unavailability of transportation or loading facility, bankruptey or insolvency of the
manufacturer or suppler of the Goods, severe shortage of oil, gas, electricity or raw
materials which prevens Seller or the manufacturer or supplier or carrier from
continuing ther normal level of operation or any other causes of circumstance
whatsoever beyond the reasonable control of Seller or manufacturer or supplier of the
Goods, then Seller shall not be liable for nay loss or damage suffered or incurred by
reason of or in connection with the failure of or delay in performing its obligations

hereunder, and the Seller shall have the right at its sole discretion by notice to the Buyer
to extend the time of shipment or delivery of the Goods or terminate the Contract without
any liability for the unfulfilled portion of this Contract to the extend so affected or
prevented
2.8. Default
In the event of (i) Buyer's lure to perform any provision of this Contract or any other
contract with Seller; (ii) Buyer's inability to pay its debts generally as they become due;
(iii) Buyer being voluntarily or involuntarily the subject of proceedings under any
15


bankruptcy or insolvency law, or other law or procedure for the relief of debtors; (iv)
change of the control of Buyer which would in the reasonable judgment of Seller
materially and adversely affect the ability of Buyer to LIMB its obligations under this
Contract; (v) Buyer's cessation of its business or a substantial part of its business; or (vi)
Buyer's failure to comply with any applicable law or regulations or international
sanctions including without limitation anti-bribery and corruption, anti-money
laundering, anti-terrorist financing, or anti-slavery and human trafficking laws,
regulations and sanctions (collectively "Event of Default"), Seller shall have the right,
at its sole discretion, by notice in willing to Buyer, terminate this contract or any other
Contract with Buyer and any part therefore; (ii) declare all obligations of Buyer
immediately due and payable; (iii) resell or hold the Goods for the account of and at the
risk of Buyer; (iv) postpone the shipment or delivery of the Goods; and/or (v) stop the
Goods in transit, and Buyer shall reimburse Seller for all expenses, losses or damages
incurred and/or arising directly or indirectly from such Event of Default.
2.9. Intellectual, property rights
(1) Nothing herein contained shall be construed as transferring any patent, trademark,
utility model, design, copyright, mask work or any other intellectual property rights in
the Goods in favour of Buyer, all such rights being expressly reserved to the respective
true and lawful owners.

(2) Seller shall not be responsible or liable tier any infringement or unauthorized use
with regard to any patent, trademark, utility model, design, copyright, mask work or any
other intellectual property rights.
2.10. Title and risk
(1) Title to the Goods shall pass to the Buyer upon MI payment for the Goods. For so
long as any amount remains due and owing from Buyer to Seller (whether immediately
due or contingently due), title to and properly in any of the Goods shall remain with
Seller and the Goods shall be held by Buyer on behalf of Seller in a fiduciary capacity.
Buyer may sell such Goods to a third party in the ordinary course of Buyer's business,
provided that the proceeds of any such sale shall be held by Buyer for the benefit of
Seller.
16


(2) Seller's title to the Goods shall remain notwithstanding any incorporation of the same
in or a mixture of the same with any other goods and Seller shall be entitled to receive
out of the proceeds of the sale of any article incorporating the Goods an amount equal
to the price payable by Buyer to Seller in respect of such Goods.
(3) Upon Buyer's failure to pay any amounts when due and/or upon cancellation or
termination of this Contract for any reason, Seller shall have the right to take possession
of and remove from Buyer any Goods to which Seller has title at any time and/or to
require the immediate payment out of any proceeds of sale of any of the Goods
previously sold by Buyer and held by Buyer on trust for Seller an amount equivalent to
the price payable by Buyer to Seller in respect of such Goods.
(4) If any relevant trade term from Incoterms 2010 (as may from time to time be
amended) published by the International Chamber of Commerce ("Incoterm 2010") is
referred to on the thee of this Contract, risk of loss, liability and damage to the Goods
shall pass from Seller to Buyer at such time in accordance with Incoterms 2010.
Otherwise, risk of loss, liability, and damage shall pass from Seller to Buyer at the time
of delivery of the Goods.

2.11. Warranty and claim
(1) Unless expressly stipulated on the face of this contract, Seller makes no
representation, warranty or condition, expressly or impliedly, as to the quality or fitness
for any particular purpose of the Goods to be supplied. (2) [limy condition or warranty
is stipulated on the nice of this Contract, Seller's liability, at the Seller's all direction,
shall be limited to replacement or repair of the defective Goods. This shall be Buyer's
sole remedy.
(3) Any claim by Buyer against Seller in relation to or in connection with or arising out
of this Contract shall be notified in writing by Buyer to Seller with full supporting
documents within thirty (30) days of the delivery of the Goods at the port or place of
delivery; and in case of claims in relation to non-delivery of Goods, within thirty (30)
(lays from the date on which the Goods should have been delivered under this Contract,
and in case no such date is provided or ascertainable under this Contract, within ninety
(90) days from the date of this Contract. If Buyer shall fail to notify Seller of the claim
within the stipulated period, Buyer shall cease absolutely to have any right to make such
17


a claim against the Seller. Buyer's notice to Seller shall only be effective and valid under
this Contract upon Seller's actual receipt of the notice. Buyer shall have the burden to
prove that the Seller has duly received Buyer's written notice of claim and supporting
documents within the stipulated period. (4) Without prejudice and in addition to subclause (3) above, in relation to Buyer's claim concerning defective or damaged Goods
or Goods not corresponding to this Contract, Buyer shall (A) keep the defective or
damaged Goods, or Goods not corresponding to this Contract in safe custody, and (B)
notify Seller in writing within seven (7) clays of the delivery of the Goods at the port or
place of delivery of (i) nature and extent &defects, damage or non-compliance of Goods
with this Contract. and (ii) full address and contact details of where the Goods are kept
and where Seller and/or its appointed representative may invert the Goods; mil in default
of which Buyer shall not have any right to make a claim against the Seller concerning
defective or damaged Goods or Goods not corresponding to this Contract. Buyer's notice

to Seller shall only be elective and valid under this Contract upon Seller's actual receipt
of the notice. Buyer shall have the burden to prove that the Seller has duly received
Buyer's written notice within the stipulated period.
2.12. Limitation
Seller shall not be responsible, whether in contract or tort or on any Other legal basis, to
Buyer for any special, incidental, consequential, indirect or exemplary damages, loss of
profit, loss of revenue, loss of use, loss of contract, loss of business, loss of goodwill,
cost of downtine or replacement with substitute goods, nor any third party claims made
against the Buyer, whether or not Seller was advised of the possibility of such loss or
damages, and in no event shall Seller's total liability under this Contract howsoever
arising, including but not limited to Seller's liability to replace and/or repair any
defective Goods supplied, exceed the price of the Goods.
3. Brief conclusion of term and conditions
(1) Any dispute arising out °for in connection with this Contract, including any question
regarding its existence. validity or termination shall be referred to and finally resolved
by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre for the time being in three, which rules are deemed to
18


be incorporated by reference in this clause. The Tribunal shall consist of one arbitrator
to be appointed by the President of the Court of Arbitration of the Singapore
International Arbitration Centre. The language of the arbitration shall be English. This
Contract shall be, in all respects, governed by and construed in accordance with the laws
of Singapore without giving ()libel to internal principles of the conflict of laws, (2) Trade
terms such as POO, CPR, and OF, and any other terms which may be used in this
Contract shall have the meanings defined and interpreted by Incoterms 2010, unless
otherwise specifically provided in this Contract, hi the event of any inconsistency
between the provisions of humoring 2010 and the provisions of this Contract, the
provisions of this Contract shall prevail to the extent of the inconsistency. (3) The rights

and remedies of Seller under any provision hereof are cumulative and in addition to the
rights, powers and remedies Seller may have under any other provision hereof, at law or
in equity or otherwise, (4) The failure of Seller at any time to require full performance
by Buyer of the terms hereof shall not affect the right of Seller to enforce the same. The
waiver by Seller of any breach of any provision of this Contract shall not be construed
as a waiver of any succeeding breach of such provision or waiver of the provision itself,
(5) This Contract constitutes the entire agreement between the Buyer and Seller and
supersedes all prior or contemporaneous representations, communications, agreements
or undertakings with regard to the subject matter hereof. This Contract may not be
modified or terminated except by a written agreement of Seller and Buyer.
(6) Buyer shall not transfer or assign this Contract or any part thereof without Sales prior
written consent.
(7) Seller and Buyer hereby expressly exclude the application of the 1980 United
Nations Convention on Contracts for the International Sale of Goods with respect to the
sales covered by this Contract. All implied terms under sections 13, 14 and 15 of the
Sale of Goods Act (Chapter 393 of Singapore) are expressly excluded by Buyer and
Seller.
(8) A person who is not a party to this Contract shall have no right under the Contracts
(Rights of Third Parties) Act to enforce any term of this Contract. This clause shall not
affect the rights of any person who exists otherwise than pursuant to that Act.

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CHAPTER 3: ANALYSIS OF IMPORT DOCUMENTS OF NGOC
DIEP WINDOW JOINT STOCK COMPANY
1. Commercial invoice
1.1. Overview
Definition
A commercial invoice is a required document for the export and import clearance

process. It is sometimes used for foreign exchange purposes. In the buyer’s country, it
is the document that is used by their customs officials to assess import duties and taxes.
Commercial invoice is issued by seller after goods are sent, requiring buyer to pay for
the goods according to the payment term in the contract.
Main contents
-

-

Preamble
-

Contract name and number

-

Date and time of contract signing

-

Legal bases of the contract

-

The parties to the contract

Terms and conditions
-

-


Commodity terms
-

Names of commodity

-

Packaging and marking

-

Quantity

-

Quality

Financial terms
-

Price terms

-

Payment terms
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-


-

Transport terms

-

Legal terms

Ending
-

Signature

-

Seal

Role of the sale contract
-

In the payment of goods, the commercial invoice plays a central role in the
payment documents. In the case of a set of documents accompanied by a bill of
exchange, accordingly, through the invoice, the payer can check the money
payment command in the bill of exchange. If a bill of exchange is not used for
payment, the invoice is validly used as an alternative to bills of exchange, as the
basis for claims and payments.

-


When custom declaration, the invoice shows the value of the goods and is proof
of the purchase and sale, on that basis, people conduct management and
calculate tax.

-

In credit operations, the invoice with the signature of the buyer's acceptance to
pay can act as a security document for the loan.

-

In certain cases a copy of the invoice is used as a delivery notice, so that the
buyer is ready to import the goods and prepare to pay money.

In general, commercial invoices have become popular in today's integration era, any
commercial transaction (export or import) requires an invoice. From that, it shows that
the identification and establishment of a correct invoice is an urgent requirement for all
Vietnamese enterprises, because when an invoice is wrong, it will cause many obstacles
for both importer and exporter.

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1.2. Analysis of commercial invoice

22


Parties
-


Seller (importer):
-

Name: Sumitomo Corporation Asia & Oceania Pte. Ltd.

-

Address: 60 Anson Road #04-01/04 & 05-01/04 Maptetree
Anson, Singapore

-

Buyer (exporter):
-

Name: Ngoc Diep Window Joint Stock company

-

Address: Road 206 Section B, Pho Noi A, Industrial zone Van
Lam, Hung Yen province, Vietnam

Commercial invoice information
-

Invoice No.: 90009795

-


Invoice date: 17.01.2018

Delivery term: CIF Haiphong Port Vietnam Incoterms 2010
-

Destination: Hai Phong Port, Vietnam

-

Transhipment: Kaohsiung, Taiwan

Payment terms: L/C
-

L/C No.: 12210370055989

-

Dated: 171215

Commodity description
-

-

Name of commodity:
-

Homogenized billet A6063


-

Origin: Press metal Sarawak SDN BHD (Malaysia)

Variants
-

For diameter 5.0 inch

23


-

-

-

Quantity: 50.941 MT

-

Unit price: USD 2,369.89/MT

-

Total variant price: USD 120,724.57

For diameter 7 inch
-


Quantity: 28.754 MT

-

Unit price: USD 2,369.89/MT

-

Total variant price: USD 115,541.62

Total invoice value: USD 236,266.19

1.3. Comments
a. Upsides
-

Commercial invoice shows required terms:date of contract
signing, the parties of the contract, commodity terms, financial
terms, transport terms, ending part

-

The contents of the commercial invoice are consistent with the
contents of the contract and related documents.

b. Downsides
-

Lack HS code in product description


-

Lack issuing bank in payment term

-

Lack departure place, departure date in transport term

Thus, the commercial invoice has basically met the conditions and standards of an
ordinary commercial invoice. This invoice is completely legal and valid.

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2. Packing list
2.1. Overview
Definition
Packing list is used by freight forwarders to determine weights and freight costs. It’s
also used by foreign customs officials to check the contents of a specific package or
carton.
Packing list is issued when the goods is packed and issued into 3 copies
-

1 copy inside the package for buyer to check quantity of goods when being
shipped

-

1 copy attached to commercial invoice and other export documentations

submitted to bank as legal base for payment

-

1 copy for record keeping

Main contents
-

Number and date issued

-

Parties: buyer and seller

-

Transport information
-

Departure

-

Destination

-

Carrier contact information


-

Commodity description

-

Packing
-

Total number of packages within this shipment

-

A detailed description of each package

-

The volume and weight of each package

25