Professional Documents
Culture Documents
Bài Soạn Ôn Thi
Bài Soạn Ôn Thi
Bài Soạn Ôn Thi
CHAPTER: CONTRACTS
1. PROCESSING CONTRACT
ART. PRICE
- Currency
- Unit price (Incoterms rule, Incoterms version, place/port)
- Total amount (in figure, in words)
- 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. QUALITY
- Sample
+ Master sample
+ Counter sample (mẫu quầy hàng)
- Technical stipulation (quy chuẩn kỹ thuật)
- Inspection from Processee’s representatives
- Quality control.
ART. MATERIAL AND ACCESSORIES
- Supply method
- Kinds
- Quantity
- Quality
- Value
- Shipment (Time, place, partial/ transhipment, notice of shipment, shipping docs)
- Consumption rate
- Handling methods for remaining Materials and Accessories
ART. MACHINERY AND EQUIPMENT
- Transfer method (lend/ lease) (phương thức chuyển nhượng: cho mượn/ cho thuê)
- Kinds
- Quantity
- Value
- Quality (Appendix)
- Shipment
- Obligation to install Machinery and Equipment
- Processee’s obligation to train Processor’s worker to operate Machinery and Equipment
- Obligation to fix the problems when Machinery and Equipment is broken down. Supply replacing spare parts
- Handling method
+ Sold in Vietnam
+ Re-exported to abroad
+ Used for another processing contract in Vietnam
+ Donated or given away in Vietnam
+ Destroyed in Vietnam
ART. TRAINING
- Number of employee
- Training quality (worker sau khi training sẽ có kiến thức gì)
- Form, time, place of training
+ Form: face to face hoặc gửi tài liệu để đọc online,…
- Cost
ART. LABEL AND TRADEMARK
- Owner is processee
- Processee authorize processor to use
- Processee’s obligation to solve claims from 3rd party (if any)
2. COMPLETE EQUIPMENT IMPORT CONTRACT
ART. DEFINITION
Arrange based on A,B,C,…following alphabet
ART. PRICE
- Contract value (in figure, in words)
- Currency, rate, Incoterms (place, version)
- Breakdown price: chi tiết giá trong hợp đồng
+ Production line value: USD… (giá trị của dây chuyền sản xuất)
+ Installation fee: USD…
+ Training fee: USD…
+ Value of each machines/ equipment is shown in Appendix no. (giá trị của mỗi máy móc thiết bị được thể hiện trong phụ
lục số)
ART. INSPECTION
- Diving the obligation
- Inspection organization
- Final inspection place
Eg: The final inspection of goods at the site shall be carried out by the Testing and Inspection organization of SR VietNam
(Vinacontrol). Claim, if any, shall be fax to the Seller, the Seller’s responsibility for inadequate standard and bad quality
by repairing or replacement of these equipment to be reclaimed, the Seller shall settle it without delay.
ART. TECHNICAL DOCUMENTS
- Kinds (catolouge,…)
- Language
- Standard: Tiêu chuẩn của máy móc thiết bị
- Seller’s responsibility for assuring the exactness (trách nhiệm của người bán cho đảm bảo tính chính xác)
- Keep documents confidential and the ownership (giữ những tài liệu bí mật và quyền sở hữu) (Buyer’s obligation to keep secret
technical document & become the technical document owner)
ART. TECHNICAL SUPPORT/ ASSISTANCE
- Kind
- Quantity and experts background (nền tảng chuyên gia)
- Expert’s duties (nghĩa vụ của chuyên gia)
- Working regulation, expense for expert (Boarding and lodging) (quy chế làm việc và chi phí cho chuyên gia , ăn ở)
- Expert replacing
ART. INSTALLATION (ERECTION), TEST RUN (NO LOAD TEST), COMMISSIONING (LOAD
TEST), 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, sucessful issuing of completion certificate; failed whose mistaken how to solve)
+ Acceptance (cases, issuing of acceptance certificate)
3. TECHNOLOGY TRANSFER AGREEMENT
ART. TERRITORY AND EXCLUSIVITY
TERRITORY
- Place to use technology
- Place to manafacture products using technology
- Place to sell product
EXCLUSIVITY
- Transfereree’s obligation to transfer technology to 3rd parties or not.
ART. TECHNOLOGY TRANSFER
- Kind of transfer right (ownership, right to use)
- Technical document (language, standard, kind of technology documents, seller’s obligation, buyer’s obligation)
- Training (quantity of employees, training quality, form, fee, obligation)
- Technical support (number and scope of technical assistance, quantity and expert background, expert’s duties, working
regulations, expert replacing)
- Schedule
- `Certifcate of readiness of commercial production
ART. PRICE
2 methods
- First method: The same with EIC: 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)
- Second method: Software
ART. PAYMENT
2 methods
- First method: The same with EIC: software + hardware
+ Currency (if it is different from Price term)
+ Time of payment (many periods)
+ Method of payment (usually combine T/T with L/C)
+ Payment documents (kind of documents, number of original and copy, issuer)
- Second method: Software
+ Price must pay
+ Parity right
ART. EFFECTIVENESS OF THE AGREEMENT (RIGHT TO OWN)/ EFFECTIVENESS OF THE
AGREEMENT AND DURATION (RIGHT TO USE)
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 (khuyến khích) :
- Limited (hạn chế)
- Prohibited (cấm)
ART. INNOVATIONS AND IMPROVEMENTS (technical Instructions, modification and improvement
on technical data)
- Transferor’s obligation to inform I&I to transferee.
- Transferee’s right to innovate and improvement technology and obligation to inform to transferor.
- Cost of transfer of Improvements and Innovations: The Transferee is not required to cover the expenses for the transfer of
Improvements and Innovations. However, the Transferee shall pay for expenses arising from documents preparation, training
or technical assistance.
Airway Bill/ Carrier/ - An Evidence of the - Non- negotible (9) Export (5)
Aircradft Bill Airlines conclusion of the - Name & address of air the goods Checking
of Lading company contract between the company documents
carrier and shipper - Name, address, account
- An evidence of number (if any): shipper,
acceptance of the consignee
cargo - Airport of departure and
- A certificate of goods routing
insurance transported - Airport of destination
by air - Declared value for
- A documentt of the carriage/ declared value
customs declaration of for Customs
the cargo - Handling information
- A guide for airline - Detail of calculation of
staff in serving goods airfreight
transportation - Goods
- Freight prepaid or collect
- Signature of shipper/ his
agent
- Date and place of
shipment
- Signature of carrier/ agent
- Number of AWB
Airlines This bill adjusts the - Non- negotible (9) (5)
company/ air relationship between the - Name & address of air Dispatching Checking
carrier/ its carrier and the freight company goods documents
authorzied forwarder and is a - Name, address, account
cargo agent forwarding document number (if any): shipper,
between the carrier and consignee
the freight forwarder. - Airport of departure and
- An Evidence of the routing
conclusion of the - Airport of destination
contract between the - Declared value for
Master carrier and shipper carriage/ declared value
Airway bill - - An evidence of for Customs
MAWB acceptance of the - Handling information
cargo - Detail of calculation of
- A certificate of goods airfreight
insurance transported - Goods
by air - Freight prepaid or collect
- A documentt of the - Signature of shipper/ his
customs declaration of agent
the cargo - Date and place of
A guide for airline staff shipment
in serving goods - Signature of carrier/ agent
transportation - Number of AWB
House airway Forwarder This bill is used to - Non- negotible (9) (5)
bill - HAWB company adjust the relationship - Name & address of air Dispatching Checking
between the freight company goods documents
forwarder and the - Name, address, account
shippers and used to number (if any): shipper,
receive goods between consignee
the freight forwarder - Airport of departure and
and shippers. routing
- An Evidence of the - Airport of destination
conclusion of the - Declared value for
contract between the carriage/ declared value
carrier and shipper for Customs
- An evidence of - Handling information
acceptance of the - Detail of calculation of
cargo airfreight
- A certificate of goods - Goods
insurance transported - Freight prepaid or collect
by air - Signature of shipper/ his
- A documentt of the agent
customs declaration of - Date and place of
the cargo shipment
A guide for airline staff - Signature of carrier/ agent
in serving goods Number of AWB
transportation
Shipper/ VGM lets the shipping (6)
Exporter line know the weight of Reserving
Verify Gross the container, to control shipping
Mass - VGM the load, and to serve space
the loading and
unloading of the ship.
Mate’s Captain of the After the cargo is (9)
Receipt ship cleared from the Dispatching
customs examination goods
and other formalities are
over, it is handed over
to the shipping
company for loading.
Transportation It is a conclusive (9)
line receipt, i.e. an Dispatching
acknowledgement that goods
the goods have been
Sea waybill loaded;
- It contains or
evidences the terms of
the contract of carriage;
INSURANCE DOCUMENTS
Insurance To assure the consignee -General and regular (4) Getting
company that insurance will cover terms regulate the goods
the loss or damage to responsibilities of the insured
the cargo during transit. insurer and insured party
It indicates general and according to each
Insurance
regular terms and insurance condition
policy
special conditions. -Special condition:
insured object, insurance
value, insurance
condition and insurance
premium
Insurance Insurance To assure the consignee Information: assured; Importer should (4) Getting
certificate company that insurance will cover shipment (B/L no., Inv no, request goods
the loss or damage to contract no, date) Insurance insured
the cargo during transit. Policy no, cert no company issue
It indicates general and value of insurance the Draft to
regular terms and conveyance; port of check bẻo
special conditions. loading/discharge; subject issuing
matter insured Insurrance
Clauses, special conditions certificate
and warranties (kind of
clause, settling agent,
claims representative,
consignee, place of claims
and information about
procedure in the event of
loss or damage for which
underwriters may be
liable)
CUSTOMS DOCUMENTS
Custom It is a requisite for Description of (10) (6)
Department seeking the permission export/import goods, the Obtaining Obtaining
Entry, of customs to number and kind Customs Customs
Customs export/import goods. packages, shipping marks clearance clearance
declaration and number, value of
sheet goods, the name of the
vessel, the country of
destination
Export/Inport Authorized Approval to export/ Issuer, name of document, Procedure to (1) (1)
license Authority import specific products document number, date, obtain: Obtaining Obtaining
from Ministry of Goods legal base, company - Submit export import
Management Customs information, cargo license file license license
clearance information, declared directly or
point of exit/ entry, export/ online
import purpose, license - Add lacking
validity documents
(if any) as
request
- Receive the
result
Veterinary Authorized To certify that goods are -Type of animal (5) Making (5)
Authority free from disease- -Consignor preshipment Checking
causing bacteria for -Consignee inspection documents
breeders, animals or -Quantity, weight
Certificate/ animals have been -Place of destination
Animal vaccinated to prevent -Port of departure
product disease. It certifies the -Mode of transport
sanitary quality of the goods and -Inspection dtae
inspection that the goods are -Effective date of
(kiểm dịch totally in accordance veterinary certificate
động vật) with the contract, and -Veterinarian’s attestation
supplement document to
fulfill the import-export
procedure.
Authorized Confirm that the goods (5) Making (5)
Authority are free from disease or preshipment Checking
pests (insects), and that inspection documents
Health products have been
certificate prepared in such a way
that they reach
prescribed standards.
Certificate of Authorized This certificate indicates - Name and address of the (8) Making (5)
Origin - C/O Authority that the goods, which buyer, seller documents Checking
are being exported, are - Name of the goods documents
actually manufactured - Quantity, weight,
in a specific country marking
mentioned therein. It is - The goods owner’s
useful for the clearance statement
of the goods from the - The Chamber of
customs authority of the Commerce’s
importing country. authentication on the
origin of the goods
Exporter To require importer to - Title (2) (10)
addressed to pay on - Bill number Requesting Making
demand or at a fixed or - Sum payable initial steps payment
determinable future - Place of drawing of payment
Bill of time sum certain money - Date of drawing
Exchange/ to or to the order of a - Claiming order
Draft specified person, or to - Time of payment
bearer. - Beneficiaries
- Drawee
- Drawer
- Place of payment
International To pay a determinate (2) (10)
business, sum of money to the Requesting Making
importer/buyer other (the payee), either initial steps payment
Promissory at a fixed or of payment
note determinable future
time or on demand of
the payee, under
specific terms.
Bank It orders a bank to pay a (10)
specific amount of Making
money from a payment
person/company 's
Cheque
account to the
person/company in
whose name the cheque
has been issued.
Collection Exporter A letter or form that (10)
Instruction conveys the drawer´s Making
instructions to the payment
presenting bank.
Carrier A charter party Part 1: parties, information (6) (3)
whereby the owner of a of chartered ship (name, Reserving Reserving
ship agrees to transport IMO number, capacity, shipping shipping
a full shipload of cargo DWT,...), ports, space space
Voyage information of cargo…
owned or furnished by
charter party Part 2: conditions & terms
another person with the
ship's crew and master of charter party
in control of the
navigation
Issuing bank Through its issuance, (2) (2) Taking
the exporter is assured Requesting initial steps
that the issuing bank initial steps of payment
Letter of will make a payment to of payment
Credit (L/C) the exporter for the
international trade
conducted between both
the parties.
Issuing bank For amendment of (2) (2) Taking
outstanding standby or Requesting initial steps
Letter of
commercial initial steps of payment
Credit
documentary letters of of payment
amendment
credit as shall from time
(if any)
to time be specified by
the Issuing Lender.
CHAPTER RISK
STT Step Risks Solution
1 Obtaining export Wrong procedure, policy changing - Prepare and apply for export license soon before starting
license (thủ tục sai, chính sách thay đổi) performing the export contract. Moreover, regularly update
new policies of the government and authorities
2 Requesting initial - T/T in advance, careless L/C - T/T in advance should only be used when the two parties
steps of payment checking (T/T trả trước, không kiểm have a good and long-term business relationship. Check
tra kỹ L/C) carefully and in detail all information in L/C.
- Unbelievable Issuing Bank (Ngân - Check the importer’s bank information carefully whether it
hàng phát hàng thiếu sự tin tưởng) is real or not and choose a reputable bank.
3 Sourcing goods for - Quantity, Quality, lack of product - Check quantity, quality of product carefully and in detail.
export sources. Need to do more domestic and foreign research to find out
(Số lượng, chất lượng, nguồn sản many suppliers with a reasonable prices and good quality.
phẩm thiếu.) - Predict the future market price to get the right price.
- Changing price of material
(Thay đổi giá NVL)
4 Packing and Wrong, unsuitable affect quantity, - Need to research carefully packing specifications for each
marking quality, being claimed type of goods to facilitate shipping and loading.
5 Making - Quantity, quality (Careless) - Check quantity, quality of product carefully and in details
preshipment before delivery.
inspection - Must check carefully the customer’s requirements shown
- Fail to meet buyer’s standard in the contract, regularly check the manufacturing process
so that seller can quickly find out the defect and solve the
problem as soon as possible. Besides, seller should send
6 Reserving shipping - Unbelievable carriers - Choose a close carrier, who have a long-term relationship
space with company.
- Changing freight - Regularly update the frieght from the carrier to avoid
unnecessary fees.
7 Getting goods - Wrong doc vs L/C - Check the information carefully and in detail, if the
insured (Bảo hiểm document is wrong, the bank notifies the exporter to correct
cho hàng hóa) the document before sending the buyer.
- Train a team of dynamic, creative, good professionals, foreign trade professionals, good at foreign languages.
- Wrong procedure, policy changing - It is important to know the goods with or without an
import permit. Where a permit is required, the
importer should arrange it as soon as possible. Stay
Import license - Read instructional texts, refer to recent texts, and the
experiences of others. Then preparation of documents
can be carried out before officially dealing with
foreign partners.
(2) Taking initial - T/T in advance, careless L/C checking - Get to know your business partner carefully
steps of payment
- Unbelievable Issuing bank - Consult the bank about the partner's business history
- Wrong doc vs L/C - Clearly stipulate the contents of the L/C and the
(4) Getting goods - Late (after vessel departure date) necessary documents, revise until the two parties
insured agree.
(5) Checking - Mistakes/difficult docs/late presentation - Request the parties to specifically mention both the
documents content and form of the document in the contract.
(7) Taking delivery - Late shipment, no shipment b/c of increased - Use the services of professional, highly specialized
of goods price transport and logistics companies.
- lack of quantity, quality -The contract clearly stipulates the quantity, quality,
marking, packing of goods.
- wrong packing & marking
- Can not reach mutual solving solution => sue - Carefully drafted in the content of the contract terms
(10) Making - T/T in advance, careless L/C checking - Get to know your business partner carefully
payment
- Unbelievable Issuing bank - Consult the bank about the partner's business history
- Clearly stipulate the penalty clause in the foreign
trade contract if the contract is not performed
=> Making a clear contract, penalty, payment %...after receiving products, bank guaranty.
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