I.

PROCESSING CONTRACT
● Features of processing activity
1. Consumption rate
2. Ownership of the raw material inputs
3. Processing contract
4. Input material = Output material
5. Ownership of product label/trademark
6. Handling methods of excess materials/ supplies…
1) Sold in Vietnam
2) Re-exported to abroad
3) Used for another processing contract in Vietnam
4) Donated or given away in Vietnam
5) Destroyed in Vietnam
● Structure
1. Introduction
- Title
- Contract number (name)
- Place, date
- Parties’s information
+ Company name
+ Address
+ Fax, Email, Tel
+ Legal representative person, position
+ Willingness to sign the contract
2. Terms and conditions
3. Conclusion
● Content
Art. 1. Commodity
Art. 2. Quantity
Art. 3. Quality
➢ Sample (Master/Counter)

All technical details and designs as for master sample submitted by the Party B,
signed and sealed by both parties No 08/19 date April 1st 2019, each party keeps
one. The sample is a part not separate from this contract.
➢Technical stipulation
 - Party A shall provide Party B with all technical conditions and appropriated
documents such as master samples, paper patterns, consumption rates, size
specifications and assortments, color cards…
- Party B undertakes to respect the quality required by Party A and to base the
production on the samples approved by both parties and according to the
technical know-how of Party A
- A representative of Party A will survey and control the production and
attempt to solve all technical problems arising from the execution of this
agreement.
- In the event quality production is below the quality level which was agreed
by both parties at the time of the agreement, and, if Party B remains in
default to remedy the default within 15 days of their noting, Party A shall
have the right to terminate the agreement all damages incurred in respect of
the default.
➢Inspection from Processee ‘s representative
- Party A shall inspect finished products at the Party B‘s warehouse and
issue the final inspection to accept exporting the above goods mentioned.
- Should there be any shortage in quantity, non-respect of the quality
required by Party A, or any other defects, Party A shall within 15 days
following the discovery of the default, and in any case not later than 30 days
following the reception of the product, notify Party B thereof in writing and
Party B undertakes to remedy the defects within 30 days upon receipt of the
written notice mentioned here above.
- Should Party B remain in default to remedy the defect, Party A shall be
entitled to the reparation of the prejudice caused by this default.
Art. 4. Price
➢ Unit price: USD…/MT CFR Cat Lai Port, HCMC, VN, Incoterms 2020.
➢ Total amount: USD…×…MT=USD…(chữ và số)
Say: US Dollars …
➢ This price shall be understood to be including...
➢ Processor’s obligation:
+ CM (cutting and making)
+ CMP (cutting, making and packaging)
+ CMT (cutting, making and trimming)
+ CMP+Q (cutting, making, packaging and quota fee)
+ CMA+Q (cutting, making, accessories and quota fee)
+ CMT+Th (Thread) + Q (cutting, making, trimming, thread and quota fee)
Art. 5. Shipment
Art. 6. Payment
Art. 7. Packing and marking
Art. 8. Material & Accessories
➢Supply method
➢ Kind
Party A will supply material and accessories to Party B after 15 days signing date this
contract.
Party A will advise to Party B via fax/email the details of material and accessories
shipment within a day of shipping date.
➢ Quantity, Quality
Upon unloading of material and accessories in Party B warehouse, representatives of
both parties will check the quantity and quality of all items delivered to Party B and
will jointly establish a control report which will be sent to Party A within 7 days
following the arrival of materials, accessories delivered by Party A.
➢ Value
➢ Shipment
- time
- place
- transshipment
- notice of shipment
- shipping docs
Shipping documents of fabric and accessories include:
- Signed Commercial Invoice in triplicate.
- Full set original clean on board Bill of lading marked “Freight prepaid”.
- Certificate of origin.
- Packing list in triplicate.
Shipping documents shall be sent to Party B within 3 days after shipping date.
➢ Consumption rate, wastage allowances rate
3% of material and 3% of accessories shall be added to consumption rate for
production wastage allowances.
➢ Method for solving wasted materials, extra raw materials after processing
contract liquidation: As for the extra material and accessories after liquidation of the
contract, both parties agree to transfer to the next contract upon request of Party A that
be returned to the place of origin, to bear all responsibilities for any tax, or, to carry
out of cancel of them in right of stipulation.
Art. 9. Machinery & Equipment
➢ Method of transfer: lend or lease
➢ Types of machinery and equipment
➢ Quantity
➢ Price, amount
➢ Quality
➢ Shipment
➢ Method for solving lent/borrowed machinery and equipment
➢ Obligation to install Machinery and Equipment
➢ Processee’s obligation to train Processor’s worker to operate Machinery and
Equipment
➢ Obligation to fix broken down Machinery and Equipment, supply replacing
spare
- In the implement of this contract, Party A agrees to lend to Party B some of
machines and equipment for processing products. Appendixes of machine and
equipment have to be agreed by both parties and which also keeps on the policies of
Vietnam Government.
- At the expiry day of the contract, all the machines & equipment will be taken over
to the next contract or other factories or Party B agrees to return all machines and
equipment to Party A result in failing to continue production.
- Party A supplies all replacing spare parts of machine in order to keep the
production line operation. The expenses of installing machine are in Party A
account.
Art. 10. Training
➢Quantity of employees
➢Training quality
➢Form/method, time, place of training (Form: face to face hoặc gửi tài liệu để đọc
online, …)
➢Training cost
The Transferor shall cover all expenses including return air ticket, transportation,
hotel accommodation, meals for 4 people of the Transferee for 4 days 3 nights
training in Korea. The exact schedule of training will be informed after the
agreement is signed.
Art. 11. Label/Trademark
➢ Owner is processee
➢ Processee authorizes processor to use
➢ Processee’s obligation to solve claims from 3rd party (if any)
Party A undertakes that Party A is the owner of the labels under this contract.
Party A authorizes Party B to use these labels for production of the order under this
contract. Party A guarantees that will take all responsibilities for all disputes, if
there are, arising for the labels under international and local law.
Art. 12. Penalty
Art. 13. Force majeure
Art. 14. Claim
Art. 15. Arbitration
Art. 16. Other terms and conditions
- Expiry of the contract to Dec 31, 2019
- By signing this contract previous correspondence and negotiation connected
herewith shall be null and void.
- This contract is made in Ho Chi Minh City- Viet Nam, in 06 English originals, 03
for each party of equal value. This contract comes into effect from signing date, any
amendment and additional clause to these conditions shall be valid only if made in
written form by telex or fax and confirmed by both parties.
II. COMPLETE EQUIPMENT IMPORT CONTRACT
Art. 1. Definitions

Arrange based on A, B, C,…following alphabet

Art. 2. Object of the contract
Art. 3. Price
➢ Contract value (in figure, in words)
➢ Currency, rate, Incoterms (place, version)
➢ Breakdown price: chi tiết giá trong hợp đồng
+ Production line value: USD…
+ Installation fee: USD…
+ Commissioning fee: USD…
+ Training fee: USD…
+ The value of each machine/ equipment is showed in Appendix no.
Art. 4. Payment
Art. 5. Shipment
Art. 6. Packing and marking
Art. 7. Inspection
➢ Dividing the obligations
➢ Inspection organization
➢ Final inspection place
Art. 8. Technical documents
➢ Kinds of technical doc.
➢ Language
➢ Standard
➢ Seller’s responsibility for assuring the exactness
➢ Keeping documents confidential & the ownership
Art. 9. Technical support/assistance
➢ Kinds of technical assistance
➢ Requirement of experts background, quantity & experience
➢ Duties’ experts
➢ Regulations of working conditions, shelter, travelling….
➢ Expert replacing…
Art. 10. Erection, Test run, Commissioning, Performance test, Acceptance
➢ Main obligation to conduct all steps from the start of Erection to Acceptance
➢ Nomination of chief representatives, their duties linking sheet signing
➢ Erection, test run (time, issuing of completion certificate)
➢ Commissioning, performance test (time, issuing of certificate completion)
+ Commission (Buyer’s obligation to prepare material + workers)
+ Performance test (time, successful => issuing of completion certificate; failed =>
whose mistaken how to solve)
+ Acceptance (cases, issuing of acceptance certificate)
Art. 11. Guarantee/Warranty
➢ Duration
➢ Scope
➢ Place
Art. 12. Penalty
Art. 13. Force majeure
Art. 14. Claim
Art. 15. Arbitration
Art. 16. Other terms and conditions
III. TECHNOLOGY TRANSFER AGREEMENT
Art. 1. Definitions
Art. 2. Scope of the Contract
➢ The transferor’s obligation
- Deliver
- Make and send docs (payment docs, technical docs)
➢ The transferee’s obligation (take delivery, make payment)
Art. 3. Territory & exclusivity
TERRITORY
➢ Place to use technology
The Transferee has the right to use technology and manufacture products in Vietnam
➢ Place to manufacture products using technology
The Transferee has the right to sell products in Vietnam and in the world
➢ Place to sell products
The Transferee has not the right to transfer the technology to third parties.
EXCLUSIVITY
➢ Transferor allows Transferee to transfer technology to 3rd parties or not.
Art. 4. Technology transfer
➢ Kind of transfer right (ownership, right to use)
Transferor agrees to transfer and assign to Transferee the property right in the
Know-How. Transferee is entitled to use the Know-How.
➢ Technical document (language, standard, kind of technology documents, Seller’s
responsibility for assuring the exactness, Keeping documents confidential & the
ownership)
➢ Training (quantity of employees, training quality, form/method, time, place, cost)
➢ Technical support (number and scope of technical assistance, quantity and expert
background, expert’s duties, working regulations, expert replacing)
➢ Schedule
➢ Certificate of readiness of commercial production
Art. 5. Price
2 methods
➢ First method: The same with CEIC: software + hardware
+ Contract value in figures, in word (currency, rate, Incoterms rule, place, Incoterms
version)
+ Break down price.
+ Production line value
+ Specific fees (installation, training)
- The price is USD … (US Dollars … only) on basic CIF ICD Phuoc Long port
(Incoterms 2020), including Know-How fee, production line, Technical Training
and Technical Service fee to the Transferor.
- The price does not include any customs duties charges or other fees which may be
levied inside Vietnam.
➢ Second method: Software
+ Price payable
+ Most favourable price
Art. 6. Payment
2 methods
➢ First method: The same with CEIC: software + hardware
+ Currency (if it is different from Price term)
Currency of the agreement shall be denominated in USD
+ Time of payment (many periods)
+ Method of payment (usually combine T/T with L/C)
● 10% of the total price as advance payment (USD58,500) shall be paid by T/T
within 14 days after contract approval date
 ● 85% of the price (USD 497,250,000) will be paid to the Transferor by
Irrevocable L/C 30 days after B/L date. This L/C should be opened within 45
days after agreement approval date.
● 5% of the price (USD 29,250,000) shall be made by T/T within 30 days after
the Final Acceptance Date.
+ Payment documents (kind of documents, number of original and copy, issuer)
+ Signed Commercial Invoice issued by the Transferor in triplicate.
+ 3/3 (Full set) of originals clean B/L on board marked FREIGHT PREPAID, made
out to order of Vietcombank, Ho Chi Minh City Branch and notify the Transferee.
+ One (1) original and two (2) copies Certificate of Quality and Inspection issued by
the Transferor.
+ One (1) original and two (2) copies Certificate of Origin issued by Authorized
authority
+ One (1) original and two (2) copies Insurance Policy showing claim payable in
Vietnam
+ Packing list in triplicate by the Transferor
+ Beneficiary’s Certificate that one full set of non – negotiable shipping documents
have been sent by DHL to the Transferee.
The Transferor shall bear all the cost accrued due to delay of sending above
mentioned documents
➢ Second method: Software
+ Price must pay
+ Parity right
Art. 7. Shipment
Art. 8. Packing and marking
Art. 9. Inspection
Art. 10. Improvements & innovations
➢ Transferor’s obligation to inform I&I to transferee.
➢ Transferee’s right to innovate and improve technology and obligation to inform to
transferor.
Art. 11. Erection, Test Run, Commissioning, Performance test & Acceptance
11.1 The Transferee shall cover all costs related to the transportation of Production
line from ICD Phuoc Long port to the site for installation.
11.2 Upon receiving the notification of the Transferee that the Production line is
ready at the site for installation, the Transferor shall send his technical specialists to
the Transferee ‘s site for installation, inspection of test run, instruction and
commissioning. A final Acceptance will be signed by the Transferor and the
Transferee within one week after installation completion.
Art. 12. Guarantee/Warranty
Art. 13. Environmental Protection and Harmful Effects
 The transferor’s obligation to inform the Transferee about the consequences of the
use of technology on the environment. The Transferor’s obligation to inform the
Transferee about new information of technology in the environment.
Art. 14. Patent right/Infringement of Third Party’s Industrial Property
➢ Transferor’s obligation to solve all claims from third party (if any)
➢ Method to solve claim
➢ Transferee’s obligation to inform claims form 3rd parties to transferor and support
solve claim
If a third party rightfully raises claims due to patent infringement because of the
production line delivery of Agreement, the Transferor will at its options and costs,
and excluding further liability, either:
a) Get a license from the third party
b) Or modify the infringing parts
c) Or substitute these parts for other non-infringing parts
d) Or take back the products concerned against the reimbursement of all relating fee.
Claim shall be deemed rightful only if they are acknowledge by the Transferor or
finally so adjudicated by a court or competent jurisdiction.
The Transferee shall inform the Transferor promptly, in case a third party raises a
claim, whether directly or indirectly, against the Transferor alleging infringement of
a patent relating to the production line of the agreement. The Transferee shall not,
on its own account, accept third party claim. In accordance with any reasonable
request from the Transferor, and to the extend so requested, the Transferee shall
support the Transferor defense of any third party claim, and the Transferor shall
fully reimburse the Transferee for expenses arising therefrom.
Art. 15. Confidential relationship
➢ Both parties' confidentiality responsibilities for all specifications, drawings,
blueprints, nomenclatures, software, models, ...
➢ If disclosure must be legally public
➢ Do not disclose Know-how to any worker or company.
- Both parties shall treat as confidential all specifications, drawings, blue prints,
nomenclatures, software, models and any other information supplied by each other,
unless prior written consent to divulge the same has been obtained. This shall not
apply to information that has rightfully become public knowledge and to the record
of supply of the Transferor which serves the Transferor to promote its sales
activities worldwide.
- The Transferee shall ensure that its employees shall undertake in writing upon
terms to be approved by the Transferor not to disclose to any person firm or
company any of the information which such employees may receive in accordance
with the provisions of this Agreement or relating to the Know-how.
Art. 16. Effectiveness of the agreement/ Effectiveness of the agreement & duration
Content must show when the agreement comes into force (thỏa các điều kiện gì mới
có hiệu lực)
Duration: sử dụng tech trong bao lâu
T.T (technology transferment)
- Encouraged
- Limited
- Prohibited
This agreement shall come into force when all of the following elements have been
realized:
a) The signing of this agreement by both parties
b) Receipt of necessary approvals of Vietnamese authorities
c) Receipt of the Performance Security by the Transferor
d) Receipt of the Advance payment by the Transferor
The Transferor shall inform the Transferee by fax/email upon the receipt of the
advance payment for the confirmation of the contract effectiveness.
(This agreement shall remain in force for a period of fifteen (15) years from the
effective date - in case only transferring the right of use)
Art. 17. Taxes, levies and fees
All taxes, duties and customs fees and other expense outside S.R. Vietnam on
connection with the execution of this agreement shall be born by the Transferor, and
those in S.R. Vietnam shall be born by the Transferee. All payment to be made by
the Transferee under the agreement are to be made free and clear of all the present
and future taxes
Art. 18. Performance security
➢ Who ensures whom?
➢ How to ensure performance on the contract
Art. 19. Termination of the agreement
Art. 20. Deductions from the Transferor' money
When the transferee deducted the money from the transferor, how did the transferee
deducted the transferor’s money? (Khi nào transferor bị trừ tiền và bị trừ bằng cách
nào?
- The case that transferor’s account is deducted.
- The way that transferor’s account is deducted.
- The deduction must have the confirmation of the transferor
Art. 21. No assignment
The transferor should not directly or indirectly transfer or assign wholly or partly
Agree without the prior written approval of the Transferee
Art. 22. Arbitration
Art. 23. Force majeure
IV. EXPORT IMPORT DOCUMENTATION
● Export
No Arise docs Issuer Main function Main content

1 PL Exporter Show the way of - Information

packing for - Date
importer to check - Name of document
the quantity to make - Description of goods
sure that seller - Packing
delivers the right - Quality
quantity or not - Container No.
according to the
contract

2 Weight cert Inspection It is used to prove 2 parts

Company the accordance Part 1: shipper, consignee,
between the real notify party, commodity,
quality and the one vessel name, B/L no., the date
stipulated in the of loading, port of loading/
contract or L/C discharge, declared weight,
method of test and inspection.
Part 2: Inspection results
Name of the certifying
authority

3 Quality cert Inspection To confirm that the 2 parts

Company quantity is suitable Part 1: shipper, consignee,
for the regulator of notify party, commodity,
contract or L/C vessel name, B/L no., the date
of loading, port of loading/
discharge, marking, total
quantities of the goods and
quantity of each type of the
goods, method of test and
inspection.
Part 2: Inspection results of
each qualitative norm (for
example moisture = 13.4%)
or general conclusion (the
goods are in accordance with
all the requirements as per
contract number… dated…)
or all inspection results and
conclusion. Name of the
certifying authority

4 Booking note Carrier It is an agreement

for liner shipment,
which normally
incorporates the
provisions of the
carrier's standard
 bill of lading

5 B/L Carrier - Evidence of the Front page of B/L:

contract of carriage: - Information (name,
it can use for address): carrier, shipper,
resolving disputes consignee, notify party.
b/w the carrier and - B/L number
receiver - Name of vessel
- Receipt of cargo - Description of goods
for shipment: - Number of original B/L
acknowledge that - Date and place of issuing -
the goods were Signature of the issuer
received/ loaded in - Information about freight -
the conditions as Date of laden on board The
described back page of B/L
- Document of title : - Legal basis (laws regulate
lawful holder of B/L terms and conditions of B/L
has the right to and solve disputes arising
possess the goods, between the shipper and the
negotiable carrier)
document -Terms and conditions on
responsibilities and
exemption from
responsibilities of the carrier

6 C/O Authorized This certificate - Name and address of the

Authority indicates that the buyer, seller
goods which are - Name of the goods
being exported, are - Quantity, weight, marking.
actually - The goods owner’s
manufactured in a statement
specific country - The Chamber of
mentioned therein. Commerce’s authentication
It is useful for the on the origin of the goods
clearance of the
goods from the
customs authority of
the importing
country.

7 Phytosanitary Plant Confirmation of -Name and address of

cert Protection products have been exporter;
Department inspected and free - declared name and address
from quarantine of the consignee;
pests, injurious - number and description of
pests customs packages;
clearance - distinguishing marks;
- place of origin;
- declared means of
conveyance;
 - declared point of entry;
- Name of produce and
quantity declared;
- botanical name of plants;
date;
- chemical;
- duration and temperature; -
treatment;
- concentration
- additional information;
- stamp of organization;
- place of issue;
- date issued;
- name and signature of
authorized officer

8 Fumigation cert Fumigation

Company

9 Shipping Exporter It is an agreement

Instruction for liner shipment,
which normally
incorporates the
provisions of the
carrier's standard
bill of lading

10 Bill of Exporter To require exporter - Title

exchange to addressed to pay - Bill number
on demand or at a - Sum payable
fixed or - Place of drawing
determinable future - Date of drawing
time sum certain - Claiming order
money to or to the - Time of payment
order of a specified - Beneficiaries
person, or to bearer. - Drawee
- Drawer
- Place of payment

11 CI Exporter - The evidence to Some important information:

make payment to - 2 parties’ information
the seller (exporter/importer name,
- Based on value, address)
quantity in Invoice - Name of document
to hire - Number of documents
transportation - Date of document
- Pay Insurance - Name of product
premium. - Quantity
- Custom office - Price
based on Invoice to - Value (in figure, in words)
 make trading Reference information:
statistics. - Art no, PO no
- Shipped per
- Port of loading
- Place of delivery
- Term of payment

12 VGM Exporter VGM lets the

shipping line know
the weight of the
container, to control
the load, and to
serve the loading
and unloading of the
ship.

13 Custom Exporter It is a requisite for Description of export/import

declaration seeking the goods, the number and kind
sheet permission of packages, shipping marks and
customs to number, value of goods, the
export/import goods name of the vessel, the
country of destination

14 EIR Port An EIR is a

certificate
confirming the
transfer of
equipment
(containers)
between two
locations

15 Cargo list Exporter

● Import
No Arise docs Issuer Main function Main content

1 Import Approval to export/ Issuer, name of document,

license import specific document number, date, legal
(if any) products from base, company information,
Ministry of Goods cargo information, declared
Management Customs point of exit/ entry, export/
clearance import purpose, license
validity

2 L/C Issuing bank Through its issuance,

the exporter is assured
that the issuing bank
will make a payment
to the exporter for the
 international trade
conducted between
both the parties

L/C Issuing bank For amendment of

amendment outstanding standby or
(if any) commercial
documentary letters of
credit as shall from
time to time be
specified by the
Issuing Lender.

3 Arrival carrier It is sent to the

Notice consignee to inform
about the arrival of the
shipment

4 D/O carrier With the delivery

order, the consignee
can clear the cargo
with customs and take
delivery of the cargo
from the port or
terminal or depot or
wherever it is stored

5 Cert of short Shipping To exam the goods are

landed cargo agent unloaded from the ship
company into port

6 Insurance Insurance To assure the -General and regular terms

policy (if company consignee that regulate the responsibilities of
any) insurance will cover the insurer and insured party
the loss or damage to according to each insurance
the cargo during condition -Special condition:
transit. It indicates insured object, insurance
general and regular value, insurance condition and
terms and special insurance premium
conditions

7 Insurance Insurance To assure the Information: assured; shipment

Cert company consignee that (B/L no., Inv no, contract no,
insurance will cover date) Policy no, cert no value
the loss or damage to of insurance conveyance; port
the cargo during of loading/discharge; subject
transit. It indicates matter insured Clauses, special
general and regular conditions and warranties
terms and special (kind of clause, settling agent,
conditions claims representative,
 consignee, place of claims and
information about procedure in
the event of loss or damage for
which underwriters may be
liable)

8 Quantity
Cert

9 Quality Cert

10 B/L

11 CI

12 PL

13 Custom
declaration
sheet

14 Bill of
exchange

No Docs Issuer Main function

1 Mate’s Receipt Captain of the ship After the cargo is cleared from the customs
examination and other formalities are over,
it is handed over to the shipping company
for loading.

2 Sea waybill Transportation line It is a conclusive receipt, i.e. an

acknowledgement that the goods have been
loaded; - It contains or evidences the terms
of the contract of carriage;

3 Shipping note Exporter That directs a carrier in preparing shipping

documents for the subject shipment, and
provides for the necessary declarations.

4 Manifest Carrier or its agent Manifest serves as a tally-sheet, and gives a

detailed summary of all bills of lading (or
air waybills) issued by a carrier (or its
agent) for a particular voyage of a
particular vessel

5 Stowage plan - Carrier Stowage plan is a complete diagram of a

Cargo plan vessel's cargo space showing the location
(both on and below deck) of all cargo
 aboard ship

6 Statement of facts Carrier This is the document attached to a record

- SOF of calculation of lay time used (the
"Timesheet") and is a record of the events
that can affect the counting of lay time

7 Time sheet Carrier Time sheets are used by the human

resources or accounts payable department
for calculating paychecks.

8 Report on receipt Carrier This record has the effect of proving the
of cargoes – lack or excess between the actual quantity
ROROC of goods received at the port of destination
(Biên bản kết toán and the quantity of goods stated in the
nhận hàng với tàu) "manifest" of the ship, which is one of the
grounds for complaining to the carrier. and
is the basis for the port to deliver the goods
to the shipper

9 Cargo outturn discharging terminal to record discrepancies in the form of over,

report – COR short, and damaged cargo as manifested,
(Biên bản hàng đổ and cargo checked at a time and place of
vỡ hư hỏng) discharge from ship

10 Veterinary/ Authorized To certify that goods are free from disease

Animal product Authority causing bacteria for breeders, animals or
sanitary inspection animals have been vaccinated to prevent
disease. It certifies the quality of the goods
and that the goods are totally in accordance
with the contract, and supplement
document to fulfill the import-export
procedure.
V. RISK MANAGEMENT IN EXPORT IMPORT BUSINESS