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Chapter 1 - English - Vietnamese - English Translation 15 Feb 2022
Chapter 1 - English - Vietnamese - English Translation 15 Feb 2022
Chapter 1 - English - Vietnamese - English Translation 15 Feb 2022
1. The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that
shows the purchase order number, delivery number, product description, total quantity pieces and
quantity delivered. Notwithstanding this clause 4.1, the Supplier shall have no liability (and for the
avoidance of doubt shall not be subject to any penalties) in respect of any incorrect or missing
delivery documentation.
2. Orders cannot be cancelled or amended less than forty-eight (48) hours prior to the Delivery Date.
Any cancellations or amendments to Orders must be notified to the Supplier in writing.
3. The Supplier shall deliver the Goods to the location set out in the Order subject always to the
Customer obtaining the prior written agreement of the Supplier to such location, or such other
location as the parties may agree in writing in a form specified by the Supplier (Delivery Location).
Any changes to the Delivery Location must be agreed with the Supplier in writing.
4. Delivery is completed on the completion of either unloading of the Goods at the Delivery Location
by the Customer or, where the Customer or the Customer’s subcontractors collect the Goods from
the Supplier's Warehouse or the Supplier’s sub-contractor’s premises, the point at which the Goods
are made available to the Customer or the Customer’s subcontractors, as appropriate.
5. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force
Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions
or any other instructions that are relevant to the supply of the Goods.
6. If the Supplier fails to deliver an Order on the Delivery Date, its liability shall be limited to delivery
of the Goods to the Customer to the Delivery Location in accordance with clause 4.3 at such other
date agreed between the parties in writing. For the avoidance of doubt, this shall be the Customer’s
sole remedy for non-delivery. To the extent that the Supplier delivers part of an Order, the Supplier
shall not be required to deliver the remaining part of the Order and, subject to clause 4.9, the
Customer shall be required to place a new Order in respect of such remaining Goods. The Supplier
shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by
a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery
instructions or any other instructions that are relevant to the supply of the Goods.
7. If the Customer fails to take delivery of the Goods on the date agreed for delivery, then, except
where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply
with its obligations under the Contract: (a) delivery of the Goods shall be deemed to have been
completed on the date agreed for delivery; and (b) the Supplier shall store the Goods until delivery
takes place, and charge the Customer for and the Customer shall pay all related costs and expenses
(including insurance and any charges imposed on the Supplier by the Supplier’s logistics suppliers).
8. If ten Business Days after the Delivery Date the Customer has not taken or accepted delivery of
them, the Supplier may resell or otherwise dispose of part or all of the Goods. If the Supplier
delivers more or less than the quantity of Goods ordered the Customer may not reject them. If the
Supplier delivers less than the quantity of Goods ordered and the Customer does not choose to place
an order for delivery of the remaining Goods in accordance with clause 4.6, provided that the
Customer notifies the Supplier within 7 days of such under-delivery and provides the Supplier with
the relevant signed proof of delivery which shows the actual quantity of Goods that was delivered
and provides any evidence and information that the Customer can to support the Customer’s
notification, a pro rata adjustment shall be made to the Order invoice. If the Supplier delivers more
than the quantity of Goods ordered, the Customer shall notify the Supplier in writing and shall either
pay for such additional Goods supplied at the price applicable to the Contract or make the Goods
available for collection by the Supplier or the Supplier’s sub-contractors.
The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately.
Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other
instalment.