Professional Documents
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Sales Purchase Agreement
Sales Purchase Agreement
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Address: no. 14- 16 -18 Chu Mạnh Trinh street, Ben Nghe ward , First District, Ho Chi Minh City, Vietnam
乙方(供货方)Party B (Seller) :
慕汉默德医疗科技(成都)有限公司
Address :China (Sichuan) Pilot Free Trade Zone No. 1716, Floor 17, Unit 1, Building 1, No. 888, Middle Yizhou
Avenue, High-tech Zone, Chengdu
经甲乙双方友好协商,根据《中华人民共和国民法典》的有关规定,签订如下合同条款,并共同
遵 守 合 同 各 条 款 : After friendly negotiation between Party A and Party B, both parties agree to sign the
following contract terms after consultation. The Contract will be in English language. Party A and Party B,
through full consultation, have entered into the following terms of the purchase contract for the purchase of
Powder Free Nitrile Disposable gloves.
Party A shall purchase 100 Million boxes of Powder Free Nitrile Disposable gloves examgloves from Party B
which shall be supplied by Party B in Batch by Batch. The quantity of each batch shall be determined by Party B
according to the manufacturer’s production, and shall be confirmed by both parties in the form of purchase order.
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Agreement number – 120521VT
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Country of Origin (form E) : The People’s Republic of China. Party B provides C.O form E for each shipment.
The requirement of Packaging:The goods shall be packed in standard cartons and small boxes. 100
pieces per box. 10 boxes in a carton. Each outer box is printed with the item, quantity, measurement, gross
weight, net weight and other information can be according to the Party A’s customized packaging. For
Customized packaging, Party A shall provide reasonable packing which meets the stipulated transportation
conditions and export standards of China.
2 . Pricing
The Price of the goods under this Contract is stated in American Dollars ($ USD), CIF Incoterm 2010 (including
Shipping cost, Insurance and Freight to HAIPHONG PORT, VIETNAM).
The Seller confirms that the price is firm fixed for the entire duration of the contract.
After contract has been signed and stamped by both parties, the Buyer will issue a Transferable and Irrevocable
letter of credit (L/C at sight) for 1 (one) Million USD to seller for the supply of 60,000 Boxes. The Seller shall
deliver 60,000 boxes within 7-10 days since received LC.
After successful delivery initial 60,000 boxes from the Seller, the Buyer will issue a Revolving letter of credit of
44 (forty four) Million USD for the supply of 3 Million Boxes.
The remaining payment will be paid by the buyer through the Revolving letter of credit until the final batch. T he
Seller shall deliver the Goods to the Buyer according to the schedule of delivery as specified in Appedix B of
this Contract.
Any changes to be made regarding the changes of the payment method needs to signed and stamped by both
parties in an Annex.
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Agreement number – 120521VT
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POWDER
FREE MIX $ 680 Million
N/A 100 million Boxes
NITRILE SIZE 6.8 $ USD
GLOVES
After 14 (fourteen) days since the Party B receive Initial Letter of credit
(Transferable and Irrevocable) 1 (one) Million USD, the Party B shall delivery
60,000 Boxes, buyer will issue a Revolving Letter of credit of 44 Million USD
for 3 (three) Million Boxes and continue the revolving Letter of credit to pay
the balance amount for the goods remain. Buyer will issue the Letter of credit
Payment Method
for the balance payment by batches confirmed and signed by both parties.
The additional payment will remain as a deposit until the final batch is supplied
and will be deducted from the final batch payment. The payment amount for
each shipment by L/C is made in accordance with Appendix B.
Address of company China (Sichuan) Pilot Free Trade Zone No. 1716,
Floor 17, Unit 1, Building 1, No. 888, Middle
Yizhou Avenue, High-tech Zone, Chengdu
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Agreement number – 120521VT
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Name of the Company’s Bank Tien Phong Commercial Joint Stock Bank - Ho Chi
Minh Branch
Bank Account Number (USD) 04070847602
The invoice will be issued by Party B to Party A attached with the Appendix of the contract.
3. Payment / LC Terms
3.2 L/C should be issued according to the confirmation from the seller’s terms.
3.3 Buyer will issue the initial letter of credit within 7 business days after the contract has been signed and
stamped. No more than 21 (twenty first) days since the day the party B receives L/C, the party B shall deliver the
first batch. The buyer will issue the revolving letter of credit within 3 (three) banking days after the first batch
has been completed. This condition will remain until the final batch payment.
3.4 The ownership of the goods will belong to the buyer only after seller gets paid for the credit.
3.5 If the LC is not cashed on time (if seller did not receive the full contract price as withdrawable cash into
seller's account) seller has the rights to withdraw the goods back to seller’s premises.
3.6 Buyer is responsible in paying the credit and let seller receive payment out of the credit within 24 hours
according to bank procedures at the time of payment after goods have been handed over to the forwarder and
seller provides the documents : SGS inspection report , C.O form E, packing list, invoice and Bill of lading is
issued. Buyer has no rights to refuse to pay due to any reasons after goods have been handed over to the
forwarder.
3.7 After the goods have been handed over to the forwarder, the buyer shall cooperate with the seller if there are
any changes to be made in the documents (invoice, contract etc..) to be submitted to the bank to cash out the l/c.
-Bill of Lading
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Agreement number – 120521VT
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-C.O form E
Expiry date or Latest Shipping Time : If B/L is required (B/L is issued only after goods left China) Mention +50
to 60 Days from the real delivery date of the L/C (in order to prevent the forwarder delaying to submit the
shipment documents or container shortage or Bank delays to process the L/C etc).
L/C should not contain excess details which is not related to the incoterms of this transaction.
4. Product delivery
4.1 Delivery method and requirements : The Goods covered under this contract shall be delivered upon CIF in
Hai Phong port in Vietnam. Parties acknowledge that Under the Incoterms 2010 rules, CIF means the seller has
fulfilled its obligation when the goods are delivered to destination port (Hai Phong port, Vietnam).
Seller will pay the shipping cost to Vietnam. Import Tax in Vietnam will be handled by the Buyer (Party A) .
The Trade terms shall be subject to the “The Incoterms rules or international Commercial Terms 2010” provided
by International Chamber of Commerce. Seller shall deliver Buyer a Forwarder certificate/cargo of receipt
(FCR) that the forwarder has received the goods Clean and in Good condition and onward shipment to the
destination country.
4.2 Time of Delivery: Subject to the order confirmation signed by both parties and payment is received by
Party B the goods will be delivered according to the delivery plan in Appendix B after payment has been
received. Delivery time shall be confirmed in an annex stamped and signed by both parties. Party B shall not be
responsible for the delay of the payment by the buyer , Bank delays in processing the L/C and payment , delay in
goods transportation caused by the carrier and other non Party B’s fault.
Buyer and Seller agree that the Seller shall engage the relevant subsidiary of SGS. SGS inspection prior to
shipment and the cost of SGS can be borne by Party B (Seller). The Quality of product shall be according to the
standard set by the Inspection report prior to shipment and by Standard set by china to Ensure that the goods
provided to the buyer are brand-new and shall confirm to the packaging and transportation requirements of the
goods to ensure transportation safety.
After Delivery if Party A does not raise objections to the product quantity or quality within 3 (three) banking
days, it shall be deemed that Party A has passed and accepted the inspection and acceptance without quality
problems. If Party A finds that the product has quality problems shall notify Party B immediately in written
notice and return the goods. If the replacement Quality standard is still not met after the replacement, both
parties will cancel the contract and Party B will compensate 100 % of the defective goods.
The ownership of the goods will not be transferred until Party A has paid and party B has received the full
payment of the goods shipped.
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Agreement number – 120521VT
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Unless otherwise agreed by the contracting parties, the risk of damage to the goods shall be transferred to Party
A after Party A receives and checks the goods. The ownership of the goods will not be transferred until Party A
has paid all the contract price and until seller has got paid for the credit.
If either party of Party A or Party B fails to perform the contractual obligations, it shall be liable for breach of
contract.
8.1 If the goods delivered by Party B (Seller) do not meet the requirements, Party A (buyer) shall have the right
to require Party B to replace the goods according to the original agreed standard.
8.2 In case of overdue payment by party A, but the fault of Party A, Party A shall bear the liquidated damages
equal to 1.5% of the unpaid amount. And Party B shall have the right to refuse to provide the goods, any loss to
Party B shall also be compensated by Party A according to the facts. Party A will not have to compensate if
overdue payment is the fault of the bank.
8.3 For delay, damage, shortage or loss of goods caused by the carrier other than Party B or other third parties
(including the station, customs, quarantine bureau, cargo terminal customs broker, weather, imitational conflict
or foreign agents, etc. ) Party B does not assume the liability for compensation, but shall offer Party A the claim
evidence, and actively assist the latter in claiming against the the shipping company for insurance or responsible
parties.
8.4 If both parties reach a unanimous agreement through consultation, they can terminate the implementation of
the contract. If one party has breached the contract fundamentally, the other party is entitled to terminate the
contract but shall timely notify the other party in written form.
8.5 If LC has been opened and transferred by the Party A but Party B does not deliver goods or deliver late,
Party B will have to compensate 2% of the total amount of goods that have not been delivered on the number of
days of delayed delivery.
9. Force Majeure
9.1 If the contract is unable to be carried out owing to fires, wars, strikes, State new regulations, uncontrollable
shortage of raw material, destruction of factory by fire or other reason, deaths, natural disasters and other force
majeure factors, both parties can terminate the perforce of the contract and each of them shall bear their losses
respectively. After all force majeure factors vanish if both parties need to continue to perform the contract, they
shall separately discuss over it.
9.2 If any party terminates the performance of contract due to force majeure, it shall provide the other party with
certifying documents that are issued by authoritative department and prove the occurrence of force majeure event
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Agreement number – 120521VT
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within 15 days after the incident happens and shall promptly notify the other party. If any party fails to fulfill its
obligations so as to cause further losses, the blamable party shall be liable for the compensation
9.3 If there is any change in information such as the address and phone number of both parties, one party shall
timely inform the other party. In the case that change of information causes losses to one party, the faulty party
shall bear the corresponding responsibility
9.4 As for the matters that are not mentioned or agreed in the contract, both parties shall enter into
supplementary agreements which have the same legal effect as this contract.
10. Arbitration
The rights and obligations of the parties with respect to this agreement and any matter in connection with any of
the foregoing shall be governed and interpreted by the laws of Chamber of Commerce and the parties agree to
submit to the exclusive jurisdiction.
Any dispute arising from or in connection with this Contract shall be submitted to The UCP 600 (“Uniform
Customs & Practice for Documentary Credits”) of Chamber of commerce Sub-arbitration rules in effect at the
time of applying for arbitration. The arbitral awards are final and binding upon both parties.
11.1 This contract is in English includes 2 Appendixes A and B. All notices shall be written in English and
signed in written document served to both parties by within 3 days after the change.
11.2 This Contract is made out in 2 original copies which one copy to be held by each party effective since being
signed/sealed by both parties.
11.3 The Appendix enclosed shall be an integral part of the contract, and shall be the same legal effect as the
contract.
11.4 Any changes, additions and deletions to the terms of the contract that have not been approved in writing by
the purchaser are invalid, and if necessary, a supplementary agreement will be signed.
11.5 Both Party A and Party B agrees to all the Conditions in this Contract and the contract will take legal effect
after signed by both parties. The electronic version and the scanned copy have the same legal effect.
Follow Appendix B
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Agreement number – 120521VT
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APPENDIX A
FACTORY CERTIFICATIONS
Please, Fill in
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Agreement number – 120521VT
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APPENDIX B
DELIVERY SCHEDULE
The following specifies the details of the delivery after Party A open LC for Party B:
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Agreement number – 120521VT
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BUSINESS REGISTRATION :
91510100MA62NKMF2C
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