INTERNATIONAL

SALES CONTRACT
Group 1 – Banking 59 AEP
Pham Thanh An Nguyen Nhat Anh
Dao Phuong Anh Doan Ngoc Anh
Nguyen Minh Anh Nguyen Trang Anh
 CONTENTS
1 Overview

2 Provisions

3 Real example
 PART 1

Overview of
International Sales Contract

1. Definition 4. Forms
 

2. Purpose 5. Principal in signing

3. Features 6.
  Classify
 1. DEFINITION

This model of international

sale contract is used by
companies positioned in
different countries for the
sale and purchase of goods
 1. DEFINITION

Seller Buyer

Accquire goods under the agreed

Delivering the stated products
conditions of payment, delivery,...
2. PURPOSE

To serve as a basis for the parties

to fulfill their obligations

To resolve disputes, lawsuits

To perform procedural tasks

3. FEATURES
Parties
• Are based in different countries (CISG 1980)
• International purchase and sale of goods shall be conducted in
form of export, import and transfer through border-gates.
(Art. 27.1, Law on Commerce 2005)

Object: Goods are moved across the customs border

Payment currency: Payment currency may be foreign currencyfor at

least one party.
3. FEATURES

Governing law
• International trade treaties.
• National laws.
• International trade practices.

Dispute settlement body

• Economic Courts.
• Commercial Arbitration.
 4. FORMS

Direct contract The two buying and

selling parties meet directly to agree on
the terms and conditions of the
contract.

Indirect contract The two parties do not

directly meet, but only send letters,
telegrams, emails ... expressing the
content of the contract.
 5. PRINCIPAL IN SIGNING

Voluntary agreement based on the

principle of free will of the two trading
parties. No agency, organization or
individual has the right to impose their
will on the parties involved.

Equality of benefit relationship between

the parties must be established on the
basis of commensurate rights and
obligations, ensuring economic benefits
for the parties.
6. CLASSIFY

Based on duration

Short-term contracts: usually signed in a relatively short time

and after one performance, the two parties have fulfilled their
obligations.

Long-term contracts: usually made for a long time and during

which deliveries are conducted several times.
6. CLASSIFY

Based on content

Export Import • Re-export contract Export processing

contract contract • Re-import contract contract
6. CLASSIFY

Based on form

Written Oral Casual

contracts contracts contracts
EXAMPLE
PART 2

Provisions of
International Sales
Contract
INTRODUCTION THE CONTRACT

Number of contract : usually under the name of the document, or

in the left corner of the contract. This is the necessary basis for
storing, searching and recording related documents for reference

Name of contract: usually named after commodity categories

Basis of contract: This content highlights the voluntary contract

signing of both parties. If the contract is established on the basis of a
government agreement or protocol, a letter agreement must be
established as the basis for establishing the contract.
 Place and time of contract:

• This is considered a milestone marking the establishment of a contractual

relationship in a specific time and space to prove the transaction of the two
buying and selling parties

• As a timeline for the parties to exercise their rights and obligations his
contract.

• If no court is appointed to adjudicate disputes, then the court of the place

where the contract is made will handle and adjudicate the disputes occurring.
There are also many cases, locations, and dates of signing the contract shown
at the end of the contract.
Name, address, telephone, email of seller and buyer: name of the
parties involved in the contract. In order to avoid fraud, the partners
must be organizations with legal status, while the person signing the
contract must specify the nationality, title and authority

Account number of parties: It is not required, but if you have to

write the full bank account, the reliability in the purchase will be
higher

Legal presentative: the name of the head of the legal entity or the
person named in the business registration permit. In the case of a
contract signed under an authorization, the power of attorney must be
attached to the contract.
 
 ARTICLE 1: COMMODITY
the scientific name Coffee Rubosta
the locality of manufacture Ginseng Ngoc Linh
specifications
TV 32 inch
production time
Vietnam
Name of goods winter-spring rice
brand Nike shoes
the uses
hair dye
codes
Iphone XS

Combining many ways

Ex: iphone XS, Apple, made in the US in 2018

 ARTICLE 2: QUALITY/ SPECIFICATION

As per sample agreed by both parties

Identify qualities based on:

- The sample
- The standard
- Technical document
- The status of goods
- The density of goods
- Brand
- Describe the content of major substances
- The description of the items
 ARTICLE 3: QUANTITY

Quantity calculation unit KG, MT, inches, feet, pound, dozen, ….

Method of quantity regulation Definitive regulations

Provisional regulations
(About, Approximately, More or less, From ... to ...)

Method of weight regulation Gross weight

Net weight
Theoretical weight

Location determining quantity & weight At place of departure

At destination
 ARTICLE 4: PRICE

The counter currency is the currency used as

the reference or second currency in a currency
pair

The Incoterms or International Commercial

Terms are a series of pre-defined commercial
terms published by the International
Chamber of Commerce (ICC) relating to
international commercial law.
 ARTICLE 4: PRICE
Method of price determination
Fixed price The price is set at the time of signing the contract and cannot be
modified unless otherwise agreed

Flexible price is revisable price which was determined during the contract, but can be revi
later, at the time of delivery, ...

Usance price The price is not determined immediately upon the signing of a sales
contract, but is determined during the contract performance.

Sliding scale price The price is determined explicitly at the time of contract
performance based on the initial price, referring to changes in
production costs during the contract performance period.
 ARTICLE 4: PRICE
Discount

Single price discount usually expressed by a

certain percentage compared to the item price

Double discount is a chain of single discounts

that buyers are entitled to many different
reasons.

Progressive discount is a type of discount that increases gradually according

to the quantity of goods sold in a certain trading session.

Bonus discounts are types of discounts that sellers reward regular buyers, if in a
certain time, the total purchase amount reaches a certain level.
 ARTICLE 5: SHIPMENT/ DELIVERY

Delivery time

Place of delivery: 10th floor, Lotte building,

….

Delivery notification: signature when

receive goods,….

Some other provisions

 ARTICLE 6: PAYMENT

Currency of payment: USD, Euro,….

Time of payment: in advance, within 2 weeks,….

Methods of payment: by cash, bank accounts,…

Place of payment

Payment documents: Bill of Exchange, Commercial

Invoice, Bill of Lading, Insurance Certificate,
Certificate of qualityPacking List,….
 ARTICLE 7: PACKING & MARKING

Method of providing packaging

Price of packaging

Packaging quality requirements: Wooden

case, cartons,…..
 ARTICLE 8: WARRANTY

Warranty is the period of time for the seller to guarantee the quality of goods,
which is considered to be the time limit for the buyer to discover goods defects.

Warranty period

Content warranty

Rights and obligations of the parties

Example Rice is guaranteed for 3 months from handover. Warranty only

applies to the product packaging intact.
 ARTICLE 9: INSURANCE

Regulations on insurance buyers:

Ex: Insurance to be effected by the seller

Insurance conditions
Ex: “All risk” for 110% of the invoice value

Insurance money
Ex: 110% of CIF invoice value against Free Particular Average
ARTICLE 10: FORCE MAJEURE

Events that made force majeure: hostilities,

civil war, strikes,...

Procedures for recording events

Consequences of force majeure: The Contract

Period shall be extended by a period of time
equal to the period of interruption caused by
an Event of Force Majeure.
 ARTICLE 11: CLAIM

Claim period

Set of claim documents

Legal documents

Example All buyer claim will be made by telex or tax within 7 days after
the goods arrive at the port of destination and must be confirmed in
writing in the form sent to the seller within 21 days after receiving the
investigation report of Vinacontrol, Hanoi.
 ARTICLE 12: PENALTY

Penalty case: In case LC( Letter of Credit) is not

opened ontime as stipulated

Fines: 5% contract value to the Seller’s account

Deadline for paying fines: within 10 working days after the latest date
ofissuing LC( Letter of Credit)
ARTICLE 13: ARBITRATION

Arbitration venue

The procedure for conducting arbitration

Rules used for adjudication

Execution
CONCLUSION OF THE CONTRACT

• The number of copies of the contract

• Contract agreement and language
• Validity period, amendments to terms
• Signature and representation on each side

Ex: All amendments and additional annexes (if any) to the contract shall be
only legal and valid in writing form with the signatures of both parties.
This contract is made at Hanoi in English in 4 copies, 2 of which for each party.
PART 3

REAL EXAMPLE
(role-play)
CONTRACT SINGING CEREMONY
THANK YOU
F O R

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