Hợp đồng mua bán hạt điều

Q1: Base on the above basic information and add relevant information, write the
sale contract with complete and accurate terms.
INTERNATIONAL SALE CONTRACT
Date: June 6, 2023
Party A:

ABC Trading Co, Ltd. (Vietnam)
Address:
Fax:
Represented by:
Hereinafter referred to the Seller

Party B:

BT Co., Japan
Address:
Fax:
Represented by:
Hereinafter referred to the Buyer
Both parties have agreed to sign the contract with the following terms and conditions:
1. Commodity:
Vietnamese Raw Cashews WW180
2. Specification:
 Texture: Crispy
 Size:
180 kernels per pound
 Moisture: 5% max
 Broken: 5% max
 Spotted: 1% max
 Scrapes: 5% max
 Foreign Matter: 1% max

 Insect: No
3. Quantity: 100 MT more or less 5%
4. Packing & Marking
 Packed in PP bags 5 kg net
Shipping mark:
 Vietnamese Raw Cashews
 Made in Vietnam
 Net weight: 5kgs
 Gross weight: 5.006 kgs
 Use no hooks
 One side printed in green color
5. Price:
- Unit price: USD 5,100/MT CIF Yokohama Port


-

Total amount: USD 5,100,000

-

Say: United States Dollar five million and one hundred thousand only

6. Payment: 100% of Contract value by irrevocable L/C 60 day from Bill
of Lading date in favor of:
- Issuing bank: HSBC Bank, Japan.
-

Notifying bank: Vietcombank, HCM City, Vietnam.

7. Delivery: Delivery of goods will be made CIF.
-

Time of delivery: Latest date of shipment will be July 4, 2023.
Port of shipment: Saigon port
Port of destination: Yokohama Port

-

Partial shipment: allowed

-

Transshipment: not allowed
Notice of shipment:
üü The Seller will advise the Buyer the name of vessel not later than three
(03) days before shipping date by fax.
üü Within 05 days from the shipment date the seller must fax to the buyer
the following documents: Invoice, Detailed Packing List, Bill of Lading,
Certificate of Insurance.

8. Period for presentation: Within 15 days from the date of shipment
9. Shipping documents required send to issuing bank:
 Signed commercial invoice in 03 originals
 Full (3/3) set of Clean "shipped on board" Ocean Bill of Lading made out
to the order of issuing bank, marked "Freight prepaid" and notify the
applicant.
 Packing list in 03 originals.
 Certificate of quality and quantity issued by the maker.
 Full set of Insurance policy issued in assignable form, endorsed in blank

covering all risks, showing claims payable at Ho Chi Minh, Vietnam for
110% invoice value in invoice currency
 C/O form AJ issued by the Import and Export Management Office of the
Ministry of Industry and Trade.
 Certificate of quality and quantity issued by the maker.
 One original and two copies certificate of Phytosanitary and Fumigation
issued Authorized Authority.
10. Force majeure:


- Should any circumstances arise preventing either party from full or partial carrying
out its obligations under the contract (namely: acts of gods, acts of the elements, fire,
war, military operations of any nature, blockade or prohibition of export, import), the
period stipulated for performance of the contract shall be extended accordingly.
- In the event of these circumstances prevailing for more than fulfill its obligations
under the contract, and in this case, neither party shall be entitled to indemnity of any
losses it may sustain.
- The party unable to carry out its obligations under the contract shall advise the
other party of the commencement and termination of the circumstances preventing
performance of the contract within 5 days.
- A certificate issued by the Chamber of Commerce of the sellers’ or buyers’
country shall be sufficient proof of the operation and the duration of such
circumstances.
11. Arbitration:
Any dispute between the buyer and the seller will be settled amicably at first. If it
does not reach to agreeable result, both sides should appoint their own representative
to form international arbitration in Vietnam in accordance to the rule of procedure of
the Vietnam arbitration association to resolve the problem. Decision reached by this
arbitration will be final and binding to both sides. The contract is valid from the
signing date. The contract signing through fax is acceptable.

12. General terms: This contract will come into force from the signing date.
FOR THE SELLER

FOR THE BUYER


Q2. As seller, discuss in detail the procedure of the sales contract in Q1.
Step 1: Export License
- Cashew nuts are on the list of goods that are allowed to be exported, so
when exporting cashew nuts you will not need to apply for an export license.
This is considered food, so when exporting, it is necessary to prepare a number
of different export documents.
Step 2: Consider payment terms
- Since the contract is signed with the method of L/C deferred payment
(irrevocable L/C 60 days from Bill of Lading), the company will wait for the
order that the L/C has opened the company will prepare the goods.
- Since the contract signing date is June 4, 2023, it is possible to receive the
L/C after about 3 days (This can also be discussed by both parties when
establishing the contract).
- After receiving the L/C, the company will check the L/C information
against the contract and prepare appropriate documents to receive payment in
parallel with the preparation of goods.
Step 3: Prepare goods for export
- Based on what has been signed on the contract, the company prepares the
goods for export. For cashews, the company needs to re-check the number of
nuts available in stock. If there is enough for the goods, the inspection can be
carried out in step 4. If the quantity of goods in stock is not enough, the
company must harvest or purchase from other suppliers but still have to ensure
the quality previously signed. Because this is a product that needs to be
kernels, the input material is usually seeded with the shell intact. The stages of

processing whole cashew nuts are as follows:
o Step 1: Collect cashews and wait for the cashews to fall.
o Step 2: Separate the cashews from the cashew nut.
o Step 3: Sun-dried raw cashews
o Step 4: Preserving raw cashews
o Step 5: Cook/roast raw cashews
o Step 6: Dry the cashews
o Step 7: Separate the hard shell of the cashew nut
o Step 8: Drying cashew kernels
o Step 9: Separate the cashew nut silk
Step 4: Inspect goods
- After preparing the necessary goods for this export order, the company
conducts cashew grading & cashew quality inspection, metal detection &
disinfection, and packing & exporting from the factory. After that, the
company proceeds to send samples to a third party to check to get the
necessary quality and quantity certificates mentioned in the L/C. Besides, the
company needs to prepare samples for customs inspection at the port.


Step 5: Transportation contract:
- The next step in the sea freight forwarding process is to place empty
containers for loading and unloading.
- Since the shipment is sold under CIF terms, the company needs to search
and contact FWD or shipping lines to choose a shipping service at a reasonable
cost.
- The company conducts reference to booking prices from different shipping
lines, can go directly to the website or email the shipping lines to ask for
freight rates by providing information about the shipment such as (quantity of
goods, loading port, and port of discharge). Usually, because the forwarders
work regularly with shipping lines, and they have a stable relationship and

quantity of goods, the freight rates will be cheaper than shippers who book
directly with the shipping lines.
- Then the shipping line based on the shipper's request to send the estimated
ship schedule + freight rates can be via mail or through the Booking Note form
with the content of Vessel time, ship name, ship number, port of loading, port
of discharge, the quantity of goods, yard for approval of orders to issue empty
containers, cutting time (losing time) …
- After finalizing the information, the company will receive the Booking
confirmation as confirmation of successful booking for the shipment.
- When the goods are ready, the company takes the goods to the port and
chooses the container to load them up so that they can pack, inspect the goods
and seal them for shipment. This process will directly inspect the goods and
conduct fumigation to obtain documents such as Certificates of quality,
quantity and Phytosanitary and Fumigation issued by Authorized Authority.
Step 6: Insurance contract:
- The company proceeds to contact the insurance to buy insurance for the
buyer according to the conditions of type IIC (A) as specified in the contract
and with the insurance value of 100% commercial invoice.
Step 7: Be cleared customs procedures:
- The set of export documents includes documents such as: Sale Contract
(Foreign Trade Contract), Commercial Invoice, Packing list, and Booking.
- Based on the available data from the set of documents, at this time, the
customs declarant will enter the electronic customs software to enter data and
enter the customs declaration.
 Opening the customs declaration: Everyone needs to prepare all the
procedures such as the Introduction letter of the forwarder, receipt of documents
issued by the Customs authority, foreign trade contract, customs declaration,
packing slip, and commercial invoice.
 Registration of declarations: Based on the information in the step of
opening the declaration for everyone to declare, enter complete and accurate

information at the Customs office to confirm the shipment is cleared. If the
shipment is valid, it will be allowed to enter the green channel and be cleared. On
the contrary, if the shipment has problems, it will be subject to re-inspection
(belonging to the red channel or the yellow channel).
 Paying fee: After completing the registration of the declaration, you will
have to pay the full customs clearance fee.
 Get the declaration: The customs department will receive information,
check, and process to write the container number and seal number on the back of
the declaration.
 Liquidation of declarations: The goods owner will report the completed
declaration to the port side to check the container and seal has been properly
lowered. After completing this step, the container will proceed to be imported into
the port's system.
 Enter the ship book: When the container has been unloaded, the forwarder
will sign the record of the ship number and hand it over to confirm the delivery
and receipt status of the container.
 Actual export customs declaration: After the order has been delivered and
received, the forwarder will have to provide the procedures for the shipment with
documents including Commercial Invoice (1 original), declaration customs (1
copy, 1 master sheet), and bill of landing.
Step 8: Deliver the goods
- The next step in the process of freight forwarding by sea is to provide
details of the delivery invoice for the shipping company to make the bill of
lading. This step, it will be performed before the actual shipment step. The
process of delivery and receipt of goods will end when the exporting party has
received the sea waybill, which can be surrendered bill or an original bill.
Step 9: Present shipping documents for payment:
- Because the time to send documents to the bank is only 15 days after

sending the goods, the company needs to prepare all the necessary documents
to avoid late submission after the time stated on the L/C, this may cause the
company not to receive the goods is paid.
Step 10: Claim & Solving claim:
- After delivery, there may be problems with goods or delayed delivery,
problems arising after loading the goods on board are not the responsibility of
the seller. Issues related to shipping risks will be explained by the buyer and
the insurance company. Besides, if there is a dispute, it will be resolved in
accordance with the rule of procedure of the Vietnam arbitration association to
resolve the problem.


Q3: Give an example of an imported goods and discuss in detail the procedure of
importing the item.