SOCIALIST REPUBLIC OF VIETJANM
Independence – Freedom – Happiness
PURCHASING CONTRACT
No.: 17/2015/Hong Lam/S.B.P dated December, 2015
This contract is established by:
HONG LAM COMMERCIAL INVESTMENT JSC
Address: 3/2 Road, Duc Thuan ward, Hong Linh town, Ha Tinh province, Vietnam
Tel: +84393835503 Fax: +84393835503
Currency account (USD): 02013710170284
VND account: 0201000170292
At: Joint stock commercial Bank for Foreign Trade of Vietnam – Bac Ha Tinh branch
And
Currency account (USD): 0631100634007
VND account: 0631100631008
At: Military Commercial Joint Stock Bank – Thang Long branch – Hanoi
Tax code: 3000373783
Representative: Mr. Thai Huu Luan Title: Director
Hereinafter referred to as Buyer
COMPANY: S.B.P.commercial. ltd
Address: 1487/14, Lop Muong Road, Sakonnakhon, Thailand
Tel: 04274055 Fax: 042732705
Account: 547-273155-4 Siam commercial bank public company limited
Representative: Boonyanuch Thanyadettaweessook Title: Director
Hereinafter referred to as Seller
The Buyer and the Seller agree to sign thí contract according to the articles as follows:
ARTICLE 1: GENERAL PROVISIONS:
In this Contract, the following words and expressions shall have the meaning as set out in order to avoid misunderstanding.
1.1 “Contract” is agreement and signed between the Buyer and Seller including the attached appendix.
1.2 “Service” means that all work agreement are done by the representative of the Seller under the articles of this Contract as instructions of operation and implementation of this Contract.
1.3 “ Technical document” means that all Catalogue or documents on specifications related to commodity, maintenance and operation manual.
1.4 “Date, week, month” are calculated according to Gregorian Calendar. Date is continuously calculated under the calendar.
ARTICLE 2. COMMODITY, PRICE AND QUANTITY
Commodity is described as Appendix 1 attached to this Contract:
Commodity description:
- Pick-up truck for patrolling, controlling, signal: Double Cab 2WWD 2.4 MPI KJ4TJNJMLW, manufacturer: MITSUBISHI, original: Thailand, quantity: 48, year of manufacturing: 2015 , 100% new; each truck attaches 01 manual and warranty booklet.
- Specifications: According to Catalogue and appendix attached to contract.
No. Name of commodity Quantity CIF unit price
(USD) Amount (USD)
1 Pick-up truck for patrolling, controlling
- Year of manufacturing: 2015
- Rotating lamp, siren, Amplify used exclusively for police
- 02 benches are installed along the rear cabin to transport troops
- The rear cabin is covered by canvas
48
34.200
1.641.600
Total 48 1.641.600
(In words: One million, six hundred forty one thousand USD)
- Original: Thailand
- Insurance is over 110% of the contract value in accordance with the condition of "All risks"
- Partial delivery: None
- Transfer: None
- Within 03 working days after the vessel has started away, the seller must send the buyer the following information by fax:
+ Number of Container
+ Number of B/L
+ Value of Bill
ARTICLE 4: PAYMENT
The Seller pays 100% of contract value irrevocably which is released as follows:
a) 20% of contract value equal to 328.320 USD ( In words: Three hundred twenty eight thousand and three hundred twenty USD) will be paid for:
Beneficiary:
COMPNAY: S.B.P.commercial.ltd
Address: 1487/14, Lop Muong Road, Sakonnakhon, Thailand
Tel: 04274055 Fax: 042732705
Account: 547-273155-4 Siam commercial bank public company limited
Tax code: 0475542000068
Currency: USD
The original vouchers must be presented in case of payment:
b) 60% of contract value equal to 984.960 USD (In words: Nine hundred eighty four thousand, nine hundred sixty USD) will be paid when commodity and original document are presented including:
1. 2/3 Shipped on board B/L with seal of “paid” according to the order of the Buyer
2. Signed commercial bill: 03 originals and 03 copied
3. Packing list: 03 originals and 03 copied
4. Certificate of origin issued by Thailand Department of Trading and Industry: 02 originals and 03 copies
5. Certificate of quality and quantity: 02 originals and 02 copies
6. Insurance is 110% of contract value with condition of all risks: 03 originals and 03 copies.
7. Certificate of maintenance of the manufacturer: 03 originals and 03 copies
8. Invoice of DHL certifies that 1/3 of the original bill of lading and 01 certificate of origin and 01 document which cannot be paid, 01 copy of signed commercial invoice, 01 copy of detailed packing list are sent to the Buyer.
9. Catalogue
c) -20% of the remaining value of the contract (equivalent to 328.320 USD, in words: Three hundred twenty-eight thousand and three hundred twenty dollars) is continuously withdrawn within seven days from when the seller is certified by fax that their products are fully received in quantity and quality at the port of destination.
ARTICLE 5: GOODS WARRANTY AND INSPECTION
- Goods in this contract are guaranteed within 24 months from the date when the buyer has received goods and put them into operation but not exceeding 26 months from the date of delivering.
- In case the goods are corrupted by the manufacturer and must replace spareparts, the seller will have to send alternative the spareparts to the buyer within 15 days from the date of receiving the notification of the buyer.
- Goods inspection: Before delivering the goods to Vietnam, the buyer will send 07 members to exclusive distribution agents in Thailand to check and accept in compliance with the standards as required by the buyer.
ARTICLE 6: PENALTY
- In case the Seller delivers the goods more than 2 weeks, the Seller will have to be penalized 0.5% of the value of goods delivered late per each late delivery date.
- For the following late delivery dates, the penalty amount is 1% of the value of late-delivered goods but not exceeding 5% of the total value of contract.
- In case of the cancellaton of contract, the cancelling party will have to pay a penalty amount of 10% of the value of contract for the other party.
ARTICLE 7: ACCREDITATION
The Buyer can invite Vinacontrol to inspect cargo after unloading at the port of destination and bears all costs. The Buyer has the right to complain about quality within 60 days and quantity within 30 days from the date of unloading at the port, if the Buyer finds any difference in quality or quantity under the inspection of Vinacontrol. The Seller will investigate this complaint within 15 days from the date of receiving the complaint. After confirming within 15 days, the Seller must solve this complaint. In this case, the decision of Vinacontrol will have the final legal value and binds two parties and be considered as evidence for this complaint.
ARTICLE 8: FORCE MAJEURE
Any arising events preventing two parties from fully implementing the terms of contract include fire, war, violence, blockage, ban on import and export, ... or any other events out of control of two parties, two parties shall not be responsible for any damage in case of the majeure events. The majeure events shall be certified by competent agencies and offer evidence for these majeure events. The Seller or the Buyer shall immediately send this certificate to the other party within 15 days by air.
ARTICLE 9: ARBITRATION
All arising disputes relating to this contract will be firstly solved by reconciliation of two parties. If both parties cannot solve by the reconciliation, they will be solved by the international arbitration center of Vietnam next to Chamber of Commerce and Industry of Vietnam. The decision of the arbitration council will have the final legal value and bind both parties. Arbitration costs and other relevant arising costs will be paid by the loser.
ARTICLE 10: FINAL PROVISIONS
10.1. This contract will come into effect from the date of signing and two parties shall be responsible for implementing the terms of contract. All previous agreements are invalid. Any changes or repairs in this contract shall be made in writing and approved by two parties.
10.2. Other terms which are not mentioned in this contract will be referred to Incoterms 2000.
10.3. This contract is made into 06 originals in English and 06 originals in Vietnamese with the same validity. The Seller keeps 02 originals and the Buyer keeps 04 originals.
REPRESENTATIVE OF BUYER
Thai Huu Luan REPRESENTATIVE OF SELLER
Boonyanuch Thanyadettaweessook