RECEIVED 04/04/2016 01:04 02822539789 KIM THIET 07/05 2020 8:51 AM FAX 54161950 CUULONG Joc 0001/0010 cu REQUEST FOR QUOTATION CUULONG JOINT OPERATING COMPANY. RE QUNO: CLOG; 2020-ORE-O6245) To: Kim Thiet Produetion Trading Service Company Limited. Add. No, 12/BF/11, Road no, 8, Quarter 4, Thu Due District, HCMC, VN. Fax: 028 22 539789 Atin.: Mr. Ha Van Sam, Commercial Manager Date: May 7 ",2020. Subject: Request for Quotation for Supply of Bearings for Various Equipment on TBVN FPSO. Dear Sir, We, Cuu Long Joint Operating Company (CLJOC) wishes to solicit competitive quotation for the supply of Bearings for Various Equipment on TBVN FPSO with the instruction contained in this Request for Quotation (RFQ) attached herewith. Bidders are kindly requested to submit their proposal in accordance with the requirements hereunder, not later than the date and time specified in the section B/2. ‘Unless exceptions, deviations or altematives are clearly defined and listed in your quotation, ‘the terms and conditions of this RFQ and the said applicable documents will be deemed to bbe accepted by you. ‘Yours sincerely, Vi MV | —_—— Bui Ngoc Bich Procurement Manager ‘CUU LONG JOINT OPERATING COMPANY [3 Floor Paragon Saigon Bi '3 Neuyen Luong Bang, Distiet 7, Ho Chi coarere Ser rng Sgr ang "3 Nees ag Beng Dit 7, Ho Ci ih, Vi Nn ‘at (oe. 30116685 Paw OI) STOUT ™ ianRECEIVED 04/04/2016 01:04 — 02822590789 KIM THIET 07/05 2020 8:52 aM FAX 54161950 CUULONG JOC 0002/0010 Cuulona) REQUEST FOR QUOTATION RFQ No. CLUOG-2020-OPE-Q6245 CCUULONG JOINT OPERATING COMPANY. uu Long Joint Operating Company (CLIOC), a special purpose, non-profit limited Viability company cue ished and existing under the laws of the Socialist Republic of Vietnam, extends an invitation to your organization to prepare and offer @ proposal for the provision of the below referenced requirements in Support of Its operations for the supply of equipment as specified below. A. Contact Information Cuu Long Joint Operating Gompany {¥* Floor Paragon Saigon Building ~ 3 Nauyen Luong Bang, District 7, Ho Chi Minh City, Viet Nam Tol. (84-28) 6417-6666 * Fax, (84-28) 5417-0417 . Contact Name: Nguyen Quang Huy ~ Procurement Specialist E-Mait m0 B. Instruction to Bidders y ———TSIDDER's proposal and all correspondence shall pe in the English language. Allcorrespondence, writen or oral shall be conducted through the COMPANY personnel shown above, BIDDER shail confirm al 4. Correspondence and _| queries regarding the request for quotation documents in wring ard Ca Clarification do 80 via fax or e-mail. COMPANY shail answer all queries and distribute query answers to all BIDDERS. Any correspondence directed to any ‘ther personnel other than those designated abave will be considered 2s not received and not existing Z, Propasal Submission Due Date May /$ *, 2020 at 14:00 hrs local time, 3, Site Survey NA 44 The Proposal must be contained of Technical Proposal and Commercial Proposal with detail contents as follows: ‘Technical Proposal should be including but not limited to the following, «Price schedule as specified in the section E-Scope of Supply ‘and. Tachnical Specifications Inspection with statement “quoted or no quate” instead oftheir prices accordingly. S©°Bidder’s company profile (notarized business license, original letter of authorization... and any other required documents related to this bid); 4, Submission of Proposal = Technical documentation required in the Appendix A-Scope of Supply but not be limited to the following; = The Certificate of Origin is required for all items, + Tho availabilty of original Country of Origin Certificates issued by Chamber of Commerce in seller'simanufacturer’s country, Quality Certificate issued by manufacturer for all items, andior_otner_required “UU LONG JOINT OPERATING COMPANY Page 2 Sear Pun Saigon Boling ~3 Nguyen Luong Ba, Disc 7, Ho Chi Minh City, Viet New Yet (28) 9017 6666. FH (8428) 5417 41707/05 2020 8:52 AM FAX 54161950 CCUULONG JOINT OPERATING CONPANY IVED 04/04/2016 01:04 02822539789 KIM THIET CUULONG JOC @ 0003/0010 REQUEST FOR QUOTATION RFQ No. CLJOC-2020-OPE-Q6245 4.2 The bidder is to prepare its proposal in one original and one ‘carifcate should be Stated as “offer or ‘no offer” accordingly. + Catalogue, drawing, installation and user manual, for all required items. + Allthe proposed items must be brand-new and unused, manufactured in 2020. ‘+ Warranty policy, in accordance with CLJOC standard terms & conditions. «© Delivery term and detivery time. + Payment term ‘+ Bidder’s exceptions to CLIOC’s general terms and conditions it any. Please note that Bidder's exceptions to CLJOC’s non- negotiable terms & conditions might be the ground for Bidder's proposal disqualification. ‘Commercial Proposal shall contain at least the following, + Itemized price, total price and taxes if applicable; + Certificate & documentation charge ifany and + Delivery term & delivery time; © Payment term; «It is encouraged that the price to be breakdown to show ex- work price, packing, freight & handling to delivery point, Customs fee, import taxes (Domencourageastic Biddar to see Section D article 6 below for more info regarding import tax) ‘and Inland Vietnam transportation if applicable, in accordance je the requested delivery term in Shipping/Delivery instruction in Section D, article 5.1 below. ‘copy for both Technical Proposal and Commercial Proposal. The Technical Proposal and Commercial Proposal must be separatoly put in two sealed envelopes, respectively marked 6s follows to preclude inadvertent opening by unauthorized parties, JECHNICAL PROPOSAL (UN-PRICED) or COMMERCIAL PROPOSAL (PRICED) (as appropriate) RFQ No. CLJOC-2020-0PE-Q6245 ‘THE SUPPLY OF BEARINGS FOR VARIOUS EQUIPMENT (ON TEVN FPSO. SEALED PROPOSAL — DO NOT OPEN BIDDER: (Bidder’s Name) | ‘These two envelopes then should be put in one sealed cover envelope, marking the following. PROPOSAL FOR: RFQ No. GLJOC-2020-OPE-Q6245 “THE SUPPLY OF BEARINGS FOR VARIOUS EQUIPMENT ‘ON TBVN FPSO. ‘SEALED PROPOSAL ~ DO NOT OPEN ‘CUU LONG JOINT OPERATING COMPANY SF icor eragea Ssigoe Building ~ 3 Nguyen Lions Bang, Disvit 7, Ho Cw Minh City, Viet Nass Jet (60.28) 21 6668. Fax (8428) 3417 O27RECEIVED 04/04/2016 01:04 02822539789 KIM THIET 07/05 2020 8:53 aM FAX 54161950 CUULONG JOC @ 0004/0010 REQUEST FOR QUOTATION RFQ No. CLJOC-2020-OPE-Q6245 [CUULONG JONT OPERATING COMPANY BIDDER: (Bidders Name) | ‘Such sealed envelope shall be sent by courier, certified mall or hand-carried to the appropriate address listed below: ‘Attn: Mr. Bui Noac Bich - Procurement Manager ‘Cuu Long Joint Operating Company 3" Floor, Saigon Paragon Building, 03 Nguyen Luong Bang Street, Tan Phu Ward, District 7, Ho Chi Minh City, Socialist Republic of Vietnam. Proposals sent by any other method will not be accepted. To be considered for an award, participating Bidders must comply with all requirements established in this Request for Quotation. Speéial note: Technical proposal’ (uri-pri¢éd) and Commercial proposal (priced) must be separately packed in soaled envelopes {nd treated ae confidential documents. Any wrong. or mix-up of Eommercial proposal (priced) in. technical: proposal (un-priced) Shall lead fo a result of disqualification of bi 5. Additional Supporting | The Bidder shell submit copes of following documents which are Documents carified by the Bidder atached its proposal: Not Applicable C. Award of Proposal ‘Award decisions will be made according to the timeline contained in this RFQ, All awards are contingent upon satisfactory completion of the qualification process. All proposals submitted shall remain valid, firm and subject to unconditional acceptance by until award st pararel notifications are issued. Between the conclusion of bidding and the award notification, Bidder ‘who proposes the lowest price should not assume that they are the bid winner, and should not take any actions based on that assumption. ‘CLIOC will make all award notifications. Each proposal submitted by = Bidder shall constitute an offer to supply in accordance with this cect Request for Quotation, CLJOC itself will select the ewarded Bidder 2. Award Notification from the proposals. It is reconfirmed that the lowest bid does not ‘automatically become the winning bid. Any volume awarded in this RFQ is contingent upon successful completion of the CLUOC's qualification process. CLUOG reserves the right to award either partially or fully the scope of supply contained in this request after the evaluation the submitted offers. ‘condition Should partial award happen, no cost impact on any single selected item price or selected package price after bid opening is accepted. ‘The bidders are requested to acknowledge this condition and to ‘confirm by written in your offer. 3. Awa TOU LONG JOINT OPERATING COMPANY Page 4 evar erage Saigon Bulding ~3 Nguyen Leong Bang District 7, Ho Chi Minh City, VietNam Tel C8428) S417 6586, Fa (4-28) 417 0617RECE| 07/05 2020 8:54 AM FAX 54161950 CCUULONG JOINT OPERATING COMPANY. D, Commercial Specification 04/04/2016 01:04 02822539789 KIM THIET CLULONG JOC 9005/0010 REQUEST FOR QUOTATION RFQ No. CLJOG-2020-OPE-Q6245 1. Scope of Supply 7. Effective Date of Pricing! Validity of Quotation See section Starting on Proposal Submission Due date above for atleast 60 days. 3. Price All bid prices/rates must be quoted in VND (for Vietnamese Bidders) or in US. Dollars (for foreign Bidders) and shall be exclusive of VAT on the proposed invoiced amount. Bid prices/rates provided herein shall be inclusive of any discount offered to CLJOC. 4. Payment ‘Same as the Purchase Order attached | 6. Shipping/Delivery 6.1 Delivery Term and Delivery Time: 5.1.1 For Oversea Bidder: elivery Term: CIF Hox ih_ci ort_or CIP * Tansonnhat airport, VN, Incoterms 260. Delivery Time:_12 weeks from receipt_of order_till_arrival_of goods at destination portiairport. 5.1.2 For Domestic Bidder: Delivery Term: Delivery Point shall be CLJOC's warehouse in VungTau, Delivery Time: 13 weeks from_receipt_of order till arrival of goods at CLJOC warehouse. ‘The Commodity and/or Service should be delivered to the destination point in above specttied time after receipts of POIWOContract. The time will be essential for this order. ‘The delivery schedule may be changed subject to mutual agreement between CLJOC and Supplier For each day of delay in delivery after the date specified, a liquidated damage in the amount of one tenth of two percent (0.2%) ofthe total value of the contract will be deducted. ‘The payment term of your proposal do not comply with CLJOC’s payment term shall be disqualified. 6. Taxes, Tariffs and Ler “The Bidders shall pay all taxes, duties, dues and other related charges, imposed under any applicable law, up to the delivery point as the result of, oF in connection with this agreement or any purchase order issued there under, ‘CUU LONG JOINT OPERATING COMPANY Page 5 of 6 J Fieor arg Saigon Bailing 3 Nguyen Laong Bang, Disc 7, Mo Chi Minh Cy, VietNam, Gr Tel (4-28) 5417 6555. Fax: (84-28) 5417 81707/05 2020 6:55 AM FAX 54161950 CCUULONG JOINT OPERATING COMPANY. EIVED 04/04/2016 01:04 02822539789 KIM THIET CUULONG JOC @ 0006/0010 REQUEST FOR QUOTATION RFQ No. CLJOC-2020-OPE-06245 7. Currency ‘The currency of proposals submitted by Bidders shall be VND or USD respectively subject to the legal status of the Bidder. The currency of paymont by GLJOC to the Fercign Bidder or Local Bidder will be USD. ‘or VND respectively; the exchange rate shall be as posted price of the Vietcombank at the time of invoice issuance. 8. Default Ifthe winning Bidder refuses or falls to make deliveries of commodities andlor Services conforming to the contract specifications within the tie specified, or any extension thereof, or to pertorm faithfully any of its contractual liabilties, CLJOC, without prejudice to other rights of GLJOC resulting from breach of the contract conditions may, by written notice, rescind the contract or terminate the right of Supplier/Contractor to proceed with any or all of the remaining part to be performed. in the event of any such rescission or termination, CLJOC may, without prejudice to its other rights resulting trom breach of the contractual Condition, obtain similar commodities elsewhere 9. Bidder Time & Expense, All ime and expense incurred by the Bidders related to this RFQ are the responsibility of the Bidders and will not be reimbursed by the cLoc. E. Scope of Supply and Technical Specifications Unit pres, usb item | Description unit | ty FT whole] ga Remark Page | item price Please refer to SOS attached for more details F. General Terms and Conditions [euoee general terms and condition (GTCs) shall be applied. © Attachments: Release PO/ Work Order form as per attached ‘CUU LONG JOINT OPERATING COMPANY Page 6 of 6 5°" Hoo Paragon Seigon Building ~3 Nguyen Luong Ban, Disc 7, Ho Chi Min City, VietNam Tel (4-28) 3176666. Fak: (8428) S417 417RECEIVED 04/04/2016 01:04 02822539789 KIM THIET 705 2020 8:56 AM FAX 54161950 CUULONG JOC @ 007/010 (Order the bearing are used on Thai Binh VN [Ro] Mtarime a DESCRIPTION Pm (wemNo) | MANUFACTURER [_17662 [BEARING 305-22 SREEAG 7 2] 17665 BEARING, 6203.22763, SKEFAG, 3[ 17669 BEARING, 6206-22103, [17674 BEARING, 6208-22103, 3] 17685 BEARING. 630622 4 7 a 17693 BEARING, 6310-22003 17698 BEARING, 6312-22/03 30145 [BEARING 6314 ZZRC3 Snes Sac ah CEC Tao BEARS LT I Tito SeAaNG SesEVELT IC Te Srras Si geaane PST SALE LABORS SEAS (Beli BEARNG-TIRIST SALE HORDES ae Hat feranne area Sra open nn iit pean OES eee TEs Beaune eibszcr pa {cia perez co Bust peanig a Sans Deroy Ste peal bang Bg IC, Te cl sonn lap Seceron eal eden (SD smo | u | re raat a 21) 11433 |LAMP: LIGHTSTICK, 6", 12 HR, GREEN, MNFR: CYALUME_ CYALUME 103, EA =| soos Maw wasn | 1 | Tae 13) soot fing sete200 x ttn 03han hist ee Oke ie, | sors ipa cues vgs |e | oa Sante, pros SanHn, a0, «| cases (SSE mSnce SeeNPicArios dom, fornonessa | mea | 1 | ser es ue np shed laste 53 2 a STOR DENCRTTTWIORT oowowmn | am | # |e | 7 SR RRCRTTE ETT Inexcaanay | ows | # | a oT CRTTATETI once | wm | # | fa| some [anes DORHRTTETIGTACE oencawasnas | wen | |RECEIVED 04/04/2016 01:04 02822539789 KIM THIET 07/05 2020 6:56 AM FAX 54161950 CUULONG Joc @ 0008/0010 Attachment No.1 Purchase Order No. xxx GENERAL TERMS AND CONDITIONS. Pricing. Any cash discount will be calculated from the data a properly documented invoice is received at the Invoice to Lecation, Prior payment to secure cash discount does nat constitute acceptance by Buyer ‘ofthe goods furnished on this Order. Payment 100% of Order value shall be made by wire transfer to the Seller's account within forty five (45) days after receipt of Seller's invoice, withholding or deducting any amount required by law. ‘The invoice is to show full commodity descriptions, quantity, unit price, total price and issued after delivery completion. Any bank charge incurred outside Vietnam will be to the account of the beneficiary. Delivery & Inspection: All goods provided under this PO shall be delivered within xx days calculated from the date of PO receipt by Sel/er, The goods furnished on this Order shall be subject fo Buyer's or its designec’e inapection and approval at any rcasonable time during manufecture, or efter delivery. Goods rejected for just cause will be held for Seller's disposition. ‘Warranty. Seller warrants good materials and workmanship, merchantability, and compliance with the following with respect to any goods sold hereunder. Sellers product iteratute and all referenced or attached specifications, drawings, samples and information. Seller makes no implied warranty of fitness. for any particular purpose. : ability ‘ (@) Should any goods, other than equipment fail to conform to the warranties of Article 4, Seller's sole liability and Buyer's sole remedies shall be as follows: Seller shall replace the non-conforming goods: promptly following Buyer's notification or, at Buyer's option, refund the purchase price. Seller also Shall reimburse Buyer for any costs incurred by Buyer to remove, store, transport of dispose of non- conforming goods. Seller shall, however, have no liability under this Paragraph (a) if Buyer fails to notity Seller of non-conformance (i) within 90 days after date of delivery; or (i) if the non- ‘conformance is not reasonably discoverable within that time, then within 90 days after date on which the non-conformance was or should have been discovered. {(b) All equipment shall conform to the warranties of Article 4 as delivered and for 12 months from date of installation or 18 months from date of delivery whichever comes first, Seller shall repair or replace ‘any non-conforming equipment promptly after Buyer's notification or, at Buyer's option, refund the purchase price. Seller shall also reimburse Buyer for (i) any costs Incurred by Buyer to remove, Store, transport or dispose of non-conforming equipment and to install repaired or replaced equipment, and (i) any resulting costs incurred by Buyer for the stand-by charges of Buyer's other contractors up to a maximum of the Order value. (c) To the extent permitted by law, neither party shall be liable to the other for any special, consequential or punitive damages, even if caused by negligence, willful misconduct or breach of Contract, The preceding sentence and the lability/remedies limtations. of Paragraphs (a) and (b) ‘above do not apply to, and each party shalll indemnify and defend the other against (|) fines or civil penalties (i) loss or damage to the indemnified party's property, and (i) costs (including legal fees End expanses) and llablty arising from claims or suts by third parties (including either party's employees) based on death, personal injury, loss or damage to property or to the environment to the extent (i), (i), and (iii) are caused by the negligence, willful misconduct or breach of contract of the indemnitying party, Quality. Buyer's goal is to use goods produced by Seller directly in Buyer's manufacturing processes. Seller shal gve sufficient prior notice to Buyer of any chango(s) in raw materials, manufacturing processes, manufacturing locations, or test methods for mutual assessment of the probable effect on Buyer's process or product performance, Taxes & Duties (a) Income, Profits, and Capital Gains Taxes. Seller shall pay and agrees to indemnify and hold Buyar ‘harmless from any and all claims or \iablty for income and profits taxes and taxes on capital gains, ‘and related fines, penalties and interest thereon assessed or levied against Seller by the Government of Vietnam or any political subdivision thereof or by the govemment of any other county against Seller or Seller’s subcontractors in respect of the goods supplied hereunder. The Seller acknowledges that any income tax liablity on its income from activities in Vietnam will be to the account of the Seller (b) Personnel and Property Taxes. Seller shall pay and agrees to indemnify and hold Buyer harmless from all taxes and related fines, penalties, and interest thereon assessed or levied against or on 1 aRECEIVED 04/04/2016 01:04 — 02822539789 KIM THIET 07/05 2020 10. “ 12, 8:58 AM FAX S4i01950 CUULONG Joc 9009/0010 ‘account of wages, salaries or other benefits paid to Seller's personnel or employaes of Seller's subcontractors, and all taxes assessed or levied against or on account of any property or equipment of Seller, Seller's personnel or Seller's subcontractors including, but not limited to, any labiity for Vietnam personal income tax, social insurance or health insurance of the employees of the Seller and is subcontractors, When requested by Buyer, Seller shall provide evidence that it has paid all personal income tax due en remuneration paid to Seller's employees. In the event that Buyer determines, or has reason to believe, that Seller has not met its obligations in this regard, Buyer shall advise Seller accordingly in wring. In such case, any payment otherwise due to Seller may be withheld by Buyer untl Seller provides Satisfactory evidence that i has fulfiled such obligations, (©) Value Added Tax. Should any amount payable to the Seller pursuant to the Order be calculated by reference to any expenditure (i., value added tax or VAT) incurred by the Seller or any of its subcontractors, Seller shall make all seasonable efforts to minimize its lability to pay VAT, or other similar taxes, assessments, levies, imposts, duties, and fees and to recover any such taxes or other ‘amounts paid, Seller's invoices shall seperately itemize any such taxes, dutios and foes that it seeks to recover from the Buyer. The Seller shall not add any VAT pald to subcontractors to any invoioe. ‘The Seller may add VAT to its invoices to the Buyer, (c) Import Duties. Seller may be allowed to utlize COMPANY'S non duty import list for import duty exemption. Other than that, all import duties or import surtaxes incurred by the Seller shall remain a cost ofthe Seller, unless otherwise agreed by Buyer. (©) Excise, Sales or Use Taxes. All charges hereunder exclude any excise, sales or use taxes, or taxes ‘of a similar nature that may be legally imposed on the furnishing of equipment, and Seller shall not add the amount of any such tax for which Seller is legally liable to any payment required to be made by Buyer. (Seller Status in Vietnam. In order to assist Buyer in complying with the laws of Vietnam, Seller shall inform Buyer in the event that Seller's status in Vietnam changes for any reason, including, but not limited to, VAT registration, . (g) Observance of Vietnam Laws and Indemnification. Seller agrees to observe all laws, rules, and regulations of Vietnam relating to taxes and duties, Including income taxes, and including if applicable, the filing of returns, assessments of tax and the Keeping and showing of books and fecords. The Seller agrees to indemnify and hold Buyer harmless against any and all iabilty and aims of whatsoever nature resulting from Selle’ failure to pay taxes, levies and duties related to the use ofits equipment in Vietnam that are outside the scope of this Order. The Seller also agrees to indemnify and hold the Buyer harmless against any liability arising from improper invoicing of transactions or the use of incorrect VAT invoices. Proprietary Rights. Seller shall defend and hold Buyer harmiess against all liability, loss, and expense {including Tegal expense) arising out of any claim of infringement oF misappropriation of (i) any patent Covering the goods delivered hereunder, their making, or with respect to goods for the exploration for or production or refining of oll or gas, their use by Buyer for thei intended purpose, and (i) any copyright, {rademark, trade secret or other proprietary right with respect to the goods. Proprietary Information. Any information furnished to Buyer relating to or as a result ofthis Order shall Hae nlsanevarfidcitial uiiess ullerwive agreed (0 by Buys! in a separate writen agreement ‘Ailfechnical information supplied by Buyer and designated as confidential shall be held in confidence by Seller, Such information shall not be reproduced, used, or disclosed to others by the Seller without buyers prior written consent, and shall be returned to Buyer upon the completion of Selle’s obligations under this Order or upon demand. ‘Adverisina. Seller shall not release any photograph, drawing, data, or article relative to the manufacture, Sale, of installation of any item furnished hereunder, where a Buyer or Buyer's location is named or shown without frst receiving Buyer's written consent. Ethics, Conflicts of Interest Seller shall not pay any salaries, commissions or fees, or make any payments or rebates to any employee or officer of Buyer, or any designee of any such person, of favor Sry such person with gifs or entertainment of significant cost or value, or enter into any business Grrangements with any such employe or officer other than as a representative of Buyer ‘Ault. To verity Seller's compliance with this Order, Buyer may, at its sole expense, audit Seller's aords including all books, documents, agreements, and any other information that may have an effect ton of be related to this Order excluding (a) the costs of material, equipment, or services paid for on a ump sum or unit price basis, and (b) Seller's profit margin. Seller shall cooperate fully with Buyer in Sondueting any such audits” All audits will be conducted in accordance with professional auditing standards and during normal business hours, Buyers right to audit shall remain in effect unit two (2) years after termination, cancellation or completion of this Order. aRECEIVED 04/04/2016 01:04 02822530789 KIM THIET 07/05 2020 §:59 aM FAX 54161950 CUULONG JOC 010/010 19. Compliance with Laws, Seller certifies that it complies with all applicable laws, rules, orders and regulations of governmental authority covering the production, sale and delivery of the goods or services spectfied herein. 14, Tesmination. Buyer may at any time, without cause, terminate this Order in whole or in part upon written alice © Seller In such event Seller shall be entitled to a reasonable termination charge consisting of @ percentage of the order price reflecting the percentage of the work satisfactorily performed prior to {erminaton, Such termination charge shall be Sellers sole remedy. Upon Buyer's writen request, Seller shall preserve, protect and deliver to Buyer at Buyer's expense materials on hand, work in progress, and completed work, both in its own and ints suppliers’ pants, 415. Liquidated Damages. If the Seller falls to make delivery of the Commodity when due, the Buyer shal! have the right, at its discretion, to deduct, for each day of delay in delivery after the date specified, liquidated damages in the amount of one tenth of two percent (0.2%) ofthe total value of shipment o be delayed Total liquidated damages amount shall not exceed 8% of contract value and in case of total liquidated demages value excoed 5% of total contract value; Seller reserves the right to terminate this ‘Order and shall have the right to deduct the liquidated damages from any money due the Seller 16. General Provisions (2) Applicable Laws, The laws of the Socialist Republic of Vietnam shall govern ‘if any dispute anses hereunder. ‘ (6) Assignment. This Order is not assignable by Seller without the prior written consent of Buyer. (6) Force Majeure. No liability shall result to either party from delays in performance caused by cireumstances reasonably beyond the contral of the party affected (d) Liens, Seller agrees to indemnify and save harmless Buyer against any and all iens and-encurnbrances arising out of Seller's performance of this Order. (e) All purchase itams in this Order are commodities/goods on consignment basic, Seller shall not charge Buyer any re-stock fee.