Sales Contract Template

8/16/2019 Sales Contract Template

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SALES CONTRACT

Contract No. :

Sign on :

Seller:

Tel: +39 0363 301806 Fax: +39 0363 303473Email:

Represented by

Buyer: MONDELEZ KINH DO VIETNAM JOINT STOCK COMPANY

26 VSIP, Road No. 8, Vietnam Singapore Industrial Park,

Binh Hoa Ward, Thuan An District, Binh Duong Province, Vietnam

Tel: 84.8.38270838 Fax: 84.8.38270453

Represented byMr. STEPHANE ERIC ELIE GRIPON – General Director

This Sales Contract (“Contract”) is made by and between …. herein after referred to as the (“Seller”) andMONDELEZ KINH DO VIETNAM JOINT STOCK COMPANY herein after referred to as the (“Buyer”).

Whereby the Seller agrees to sell and the Buyer agrees to buy the under mentioned commodity, subject

to the terms and conditions as stated below:

ARTICLE 1: COMMODITY - QUANTITY – PRICE:

No Description Unit Q'ty Unit Price

(USD)

Total Price

(USD)

1

TOTAL

Say in …US Dollars only.

1. Condition: Export standard and 100% brand new.

2. Country of Origin:.

3. Packing: asstandard packing for export that is suitable for the type of the goods to be

delivered. Packing is to protect the goods against any damage or corrosion and to be proved for

eventual transhipment of the goods on the way to the place of destination and for a long storage

of the goods. The Seller is responsible for eventual damages of the goods caused by inadequate or

improper marking and/or packing.4. Technical specification: as per Quotation No. …. Date…., 2016, drawing ….and be approved by

both of parties.

• Specification of….

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5. The goods must be meet the Buyer’s demand and in the good operation state. If the quality of

goods does not meet the requirements in accordance with negotiation between two parties, the

Buyer will return the goods to the Seller and the Seller shall be liable to replace the new goods

within 30 days from receiving the Buyer’s official information. All expenses arising from this

event shall be settled by the Seller’s Account including all charges during period of customs

clearance in Vietnam site.

ARTICLE 2: DELIVERY

-Shipment time: ETD …..days base on the contract date

If the delivery time is not meet as per negotiation, the Seller shall bear a penalty of 1% per late day

on the total contract value. Demurrage charges and the penalty arising shall be deducted directly from

the Invoice value.

- Port of loading : Any airport / port in ….

- Port of destination : by courier express to Cat Lai Port, Ho Chi Minh City, Vietnam for shipment by

sea.

- Document from 3rd party: is acceptable.

- Partial shipment : allowed.

- Transhipment : allowed.

- Packing : as mentioned above.

- Label of goods : the goods is required to have the label that be ticked on goods directly with the

following contents:

The manufacturer’s name:

The product’s name:

Model: Origin:

- Shipping mark : noted on shipping case as follows:

Exporter’s name: ….

Importer’s name: MONDELEZ KINH DO VIETNAM JOINT STOCK COMPANY

Commodity’s name

Net weight – Gross weight

Origin:

The label / shipping mark must to state clearly all above contents. In case of the Seller doesn’t make as

per this instruction, the Seller will settle all the increasing charges.

ARTICLE 3: PAYMENT

• Payment term :

- Deposit USD… (30% of contract value) once signing the Sales Contract.

- The remaining value by T/T 7 days from goods receipt date.

• The payment is effective through any Buyer’s bank in Vietnam in favor of Seller.

Seller’s bank:

Account holder :

Bank Name : Bank address :

Account No. : ................................

IBAN :

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SWIFF Code :

• Banking charges inside Vietnam shall be settled by the Buyer and banking charges outside Vietnam

shall be settled by the Seller.

• Shipping documents:

+ Courier Express AWB and3/3 originals 'Clean on Board' Airway Bill marked "FreightPrepaid

+3/3 Original of igned Commercial !noices

+3/3 #etailed Original Packing $ists

+% set of Original Certi&cate of Origin

+!ns(rance Policy/Certi&cate coered !CC )A* Cla(se for %%+, inoice al(e- claim

paya.le in Ho Chi Minh City, Vietnam from the loading port to the Buyer’s warehouse. The Buyer’s

doesn’t accept the Policy deductible in Insurance Policy.

+Certi&cate of Origin

+Certi&cate of (antity and (ality iss(ed .y 0an(fact(rer1 +% original 2 +% copy

• For Shipment by sea: all shipping documents should be sent to the Buyer by fax (No.84-8-38270453) or

email: [email protected] right after shipment effected and after that all original shipping

documents must be sent directly to the Buyer. Otherwise, the Seller shall to bear all demurrage

charges arising from this event and shall be deducted directly into the Invoice value at payment.

ARTICLE 4: TAX AND OTHER FEES

- The Seller will bear all taxes, fees and other charges relating to the supplied goods outside of

Vietnam (If any) including the withholding charge at Vietnam (if any).

- The Buyer will bear all taxes, fees and other charges relating to the imported goods and other

taxes imposed by according to relevant Vietnam laws and regulations.

ARTICLE 5: WARRANTY AND PRODUCT LIABILITY

- The Seller guarantees that the supplied goods as stated in this Contract are brand new (100%)

without used and are manufactured in fully conformity with the description, technical

specifications as requested, the materials used for manufacture of equipment are suitable and

assembly in high quality. The Seller guarantees to repair or replace free of charge all faults if the

Buyer can demonstrate that the faults were made in mistake of designing or manufacturing or

not suitable material or the Seller wrong instruction.

- The new goods or parts for replacement will be delivered by the Seller’s cost to the site.

- If the Seller fails to remedy or fix the problem of goods within 5 working days after receiving

notice from Buyer, Buyer has the right to hire a third party to fix the problem or buy replacement

and all expenses related to this will be borne by Seller.

ARTICLE 6: ANTI-BRIBERY

1.Doing Business In Good Faith

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a.Both parties agree that Buyer reserve the right to unilaterally terminate the Contract without

compensation and consider termination of all business transactions as well as the cooperation

with Seller if Buyer discovered that Seller:

i. Offering or promising something of value to employees of Buyer to affect the decision on

selection Seller; or

ii. Not notice in time for Buyer all expressions of harassment of Buyer’s staffs during

contract negotiation, sign and implementation.

b.If the Seller violates this article, in addition to the right to unilaterally terminate the Contract,

Buyer can also request the Seller to compensate the direct damages arising from such violations.

2.Anti-Bribery

a.Seller and any Associated Person will not, directly or indirectly, in connection with this

Contract:

i. pay, offer, promise to pay, or authorize giving anything of value (including gifts,

entertainment and donations) to a Government Official to improperly obtain, retain, or

direct business or secure an improper advantage for Buyer; orii. take any other action to violate any applicable laws prohibiting commercial bribery,

including kickbacks, or other unlawful or improper means of conducting business.

iii. Seller will promptly report to Buyer any request, demand, or offer prohibited above.

b.Unless expressly disclosed in this Contract, no officer or employee of Seller is a Government

Official and no Government Official has a direct interest in Seller. Seller will immediately

notify Buyer in writing if this changes.

c.In the past five years, neither Seller nor any Associated Person has been convicted of or pled

guilty to an offense involving bribery or corruption, or been listed by any government agency

as ineligible for government procurement programs. Seller will immediately notify Buyer in

writing if this changes.

d.Seller will ensure that all documents prepared, approved, or executed in connection with this

Contract, including but not limited to documentation related to funds spent on behalf of

Buyer in connection with this Contract, are complete, truthful, and accurate. Throughout the

Term, and for five years after, Seller will maintain records that verify Seller’s compliance with

this Anti-Bribery article.

e.Seller hereby acknowledges receipt of a copy of Buyer’s Compliance Policy Against

Corruption and Bribery. Suppler certifies that it fully understands the Compliance Policy

Against Corruption and Bribery. Suppler has, and will maintain throughout the Term,

policies and procedures that are consistent with this Anti-Bribery article, and Buyer’s

Compliance Policy Against Corruption and Bribery, and will ensure that it and all Associated

Persons comply with such policies and procedures throughout the Term. Seller agrees to

participate, and to cause Associated Persons to participate, in Buyer training programs, if

requested by Buyer. Seller will be directly liable to Buyer for any violation of Buyer’s policies

and procedures by an Associated Person in connection with this Contract.

f.Seller will cooperate in good faith with Buyer in the event of an actual or potential violation

of this Anti-Bribery article, including providing access to its Associated Persons for

interviews at reasonable times and frequency.

g.If Buyer has reason to believe that a breach of any of the representations in this clause has

occurred or may occur, Buyer may withhold further payments under this Contract until it has

received confirmation to its satisfaction that no breach has occurred or will occur, and Buyer

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will not be liable to Seller for any claims related to its decision to withhold payments

pursuant to this Article.

h.For the purpose of this Article:

• “Associated Person” means any person or entity associated with Seller that performs under this

Contract and includes, but is not limited to, Seller’s owners, directors, officers, employees, agents

or contractors.

• “Government Official” includes officials or employees of government, state-owned businesses, orinternational organizations, and political parties, political candidates, or any person otherwise

acting in an official capacity for or on behalf of a government entity or international organization.

• “Term” means the entire period during which this Contract remains in effect.

ARTICLE 7: CANCELATION CHARGES / TERMINATION – TERNINATION BEFORE THE

DURATION OF CONTRACT.

• The Seller commits not to unilaterally terminate this Contract. If the Seller violates, the Seller

must return to the Buyers all amounts, money has been received from Buyer (if any), additional

will be penalized 8% of total value of this Contract, besides the Seller will be compensated 100%of the total value of the Contract for all damages for the Buyer.

• Buyer will have the right to unilaterally terminate the Contract if the goods/equipment has not

been in the process of delivery yet.

ARTICLE 8: EXPENSE REIMBURSEMENT:

In case it requires Buyer to reimburse Seller for any expenses it incurs with third parties (if any), Seller

will pass-through those expenses to Buyer at actual cost, with no markup or indirect taxes, reduced by

all applicable discounts, commissions or rebates (reasonably prorated if based on other customers’

volumes). Seller will list all such expenses on the invoice and provide original receipts for expenses.Buyer will pay such expenses only if it has pre-approved them and they comply with Buyer’s policies

communicated to Seller.

ARTICLE 9: CONFIDENTIALITY:

It is agreed that all details relating to this Contract shall remain strictly confidential. Each party will not

disclose any information relating to the other party or to the conditions negotiated between the two

parties. The Seller commits to protect all information related to the business activities of the Buyer as

well as information relating to this Contract. If the Seller violates, the Seller shall compensate for Buyer

all damages incurred.

ARTICLE 10: ARBITRATION

Parties agree that this Contract and any dispute or claim of whatever nature, whether contractual or

non-contractual, arising out of or in connection with it shall be governed by and construed in

accordance with the laws of Vietnam.

All disputes arising associated with this Contract shall be firstly resolved by discussion and negotiation.

If the dispute is not resolved through those negotiations within 30 (thirty) days from the date of the

dispute arising, such dispute will be settled at the Vietnam International Arbitration Centre (“VIAC

”)next to the Vietnam Chamber of Commerce and Industry in accordance with its rules of arbitration.

Decisions and rulings of VIAC shall be final and be enforced. Place of arbitration shall be in Ho Chi

Minh City. The Party which loses the case shall bear all the costs of arbitration, including lawyer fees (if

any) incurred by the Party who wins the case.

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ARTICLE 11: OTHER CONDITIONS

• erms and conditions of INCOTERMS 2010 are applicable for this Contract.

• his Contract comes into e4ect from the signing date and expires when .oth of

parties hae f(l&lled all d(ties in this Contract

• Any amendment and or additional cla(se to the Contract shall .e alid only if made

in writing and d(ly con&rmed .y .oth parties

• his Contract is made in 5nglish in +6 originals of the same al(e- +7 for the B(yer

and +7 for the Seller

FOR THE SELLER FOR THE BUYER

....................... STEPHANE ERIC ELIE GRIPON

................................. General Director

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Sales Contract Template

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