Tiểu luận cuối kỳ đề tài soạn thảo hợp đồng thương mại quốc tế

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BỘ GIÁO DỤC VÀ ĐÀO TẠO

TRƯỜNG ĐẠI HỌC SƯ PHẠM KỸ THUẬT TP. HCM KHOA KINH TẾ

TIỂU LUẬN CUỐI KỲ

MÔN HỌC : QUẢN TRỊ NGOẠI THƯƠNG

ĐỀ TÀI: SOẠN THẢO HỢP ĐỒNG THƯƠNG MẠI QUỐC TẾ

GVHD: ThS.Lê Trường Diễm Trang Mã học phần: FTMA430908_01

Sinh viên thực hiện: MSSV: Phan Thị Hoàng Ngân 19126068 Nguyễn Thị Kim Oanh 19126083

Thành phố Hồ Chí Minh, tháng 1 năm 2022

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NHẬN XÉT CỦA GIÁO VIÊN

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Câu 1: Soạn thảo một Sales Contract thể hiện đầy đủ các Clauses cần thiết dựa vào thông tin trong L/C kèm theo đề bài.

SALES CONTRACT

Contract No: NZVR79625 Date: 14 – October – 2021 Seller: Vietnam Southern Food Corporation JSC

333 Tran Hung Dao Street, Nguyen Cu Trinh Ward, District 1, Hochiminh City, Vietnam

Tel: (028) 3837 0026 Fax: (028) 3836 5898

Represented by Ms. Duong Thi Thanh Nguyet – General Director Buyer: Meliseus Michal Sasin Piotr Krawczyk

Pieciolinii 5/26, Warsaw, Mazowieckie, Poland Tel: (48) 22 203 6440

Fax: (48) 22 203 6445

Represented by Mr. Michal Sasin – Owner / Entrepreneur It has been agreed to sell and buy rice under the following terms and conditions:

1. COMMODITY: Vietnamese long grain white rice 10% broken.

Average length of grain 6.2 MM Min Forreign matter 0.5% Max

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Paddy (grains/kg) 25 Grains Max Chalky kemels (basis ¾) 8% Max

Red and red streaked kemel 5% Max

Milling degree Reasonably Well milled Live insect Nil after fumigation 4. QUANTITY:

6,200.00 MTS

Tolerance: +/- 5 percent more or less at buyer’s option. 5. UNIT PRICE:

Total Price: USD2,511,000.00 (United State Dollars Two Million Five Hundred And Elevent Thousand Only) FOB Ho Chi Minh City port, Viet Nam (Incoterms 2000) 6. SHIPMENT:

Latest Date of Shipment: 2021/12/11 Partial shipment: Not allowed Transhipment: Not allowed

Port of shipment: Hochiminh City Port, Vietnam Port of destination: Gdynia, Poland

7. PACKING AND MARKING:

Vietnamese long grain white rice 10% broken new crop packing in new polypropylene bags weighing 50 kgs net each at USD405.00 (US Dollars Four Hundred and Five only) per metric ton of 1,000 kgs net shipped weight FOB (Incoterms 2020)

Tare weight of empty bag: 1 bag = 0.14kg

Empty spare bags: 4% of total bag as emty bags to be supplied free of charges Marking: PERPEKTI

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1. Signed Commercial invoice in triplicate mentioning contract number and date. 2. Full set 3/3 original “Clean on Board” ocean bills of lading and 3 non-negotiable copies marked “Freight Prepaid” issued “To order”, blank endorsed and notify applicant.

3. Certificate of origin issued by Vietnam Chamber of Commerce and Industry in 1 original and 1 copy showing consignee “To order”.

4. One original Phytosanitary certificate issued by Plant Protection Department of Ministry of Agriculture and Rural Development.

5. Certificate of quality issued by SGS Vietnam Ltd. at loading port in 1 original and 1 copy.

6. Certificate of quantity issued by SGS Vietnam Ltd. at loading port in 1 original and 1 copy.

7. Beneficiary’s certificate confirming that shipment advice has been emailed to applicant, attention Timberton Willey stating B/L number, date of shipment, sailing date, port of loading, name of vessel, net and gross weight and ETA discharge port in 1 original.

Documents to be presented within 15 days after date of shipping documents or on board validation but within the validity of this credit.

11. PAYMENTS:

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By irrevocable Letter of Credit all sight from B/L date for 100 percent invoice value. All documents must be couriered in one lot directly to BNP Paribas Polska SA.

L/C beneficiary: Vietnam Southern Food Corporation JSC, 333 Tran Hung Dao Street, Nguyen Cu Trinh Ward, District 1, Hochiminh City, Vietnam.

L/C advising bank: BNP Paribas Polska SA, Mazowieckie, Poland. Bank of opening L/C: BNP Paribas Polska SA, Mazowieckie, Poland. Time of opening L/C: within 2021/10/14

12. GENERAL TERMS: Both parties undertake to execute strictly all articles of this contract. Any amendment or addition to this contract shall be made in writing after being mutually agree by both parties.

● All documents must indicate LC No.

● A discrepancy fee of USD50.00 will be charged and deducted from proceeds if documents are presented with discrepancy(ies), acceptance of such discrepant documents will not in any way alter the terms and condition of this credit. ● Charter party B/L acceptable.

13. FORCE MAJEURE: The Seller/Buyer are not responsible for any delay in or failure of shipment and/or due to and in case of force majeure, such as strikes, fire floods, war, riots, embargoes, earthquakes, loss of harvest including but not limited to Acts of God, restriction or any conditions beyond the seller’s/buyer’s control. Force Majeure circumstances must be notified by each party to other within 7 days by writing with certificate of force majeure issued by Government authority. Beyond this time, Force Majeure circumstances shall not be taken into consideration.

14. CLAIM AND ARBITRATION:

In case of dispute, it is first mutually discussed the basic of mutual respect and benefits if it is beyond discussion, the case shall be referred to VietNam International Arbitration Center at the Chamber of Commerce and Industry of Vietnam in Ho Chi

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Minh City. The decision of this Center shall be final and binding upon parties. The arbitration fees shall be born by the losing party.

In case of claim on the implementation of the contract, parties shall officially notify to the orders by written letter within 5 working days.

Under tested telex immediately upon negotiating of the LC certifying all terms and condition of this LC, negotiating bank is allowed to claim T.T Reimbursement (A copy to be extended to us by telex) on our account with corestates bank, Philadenphia 5 working days after date of the above telex to us stating value date

Condition: UCP-DC-600 ICC Publication 11/2006

The contract is drafted in English, counter-signed by both parties and come into force from the day of signing.

For and on behalf of the Seller For and on behalf of the Buyer

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Câu 2: Lập bộ chứng từ thanh toán sau khi đã giao hàng xong để xuất

At xxxx sight for 100 percent invoice value of this FIRST Bill of Exchange (SECOND of the same tenor and date being unpaid).

Pay to the order of Joint Stock Commercial Bank for Foreign Trade of Vietnam the sum of United State Dollars Two Million Five Hundred and Eleven Thousand Only./. Value received as per our Invoice(s) No. 12 dated. 14<small>h</small>November?? 2021

Drawn under: BNP Paribas Polska SA, Poland

irrevocable L/C No. NZVR79625 Dated. 14<small>th</small>October 2021

To: BNP Paribas Polska SA Vietnam Southern Food Corporation JSC, 333 Tran Hung Dao Street, Nguyen Cu Trinh Ward, District 1, Hochiminh City, Vietnam

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<small>7</small>

Bill of Exchange

No: BL141021 Hochiminh City, Vietnam, 14<small>th</small>October hay November 2021 For: USD2,511,000.00

At xxxx sight for 100 percent invoice value of this SECOND Bill of Exchange (FRIST of the same tenor and date being unpaid).

Pay to the order of Joint Stock Commercial Bank for Foreign Trade of Vietnam the sum of United State Dollars Two Million Five Hundred and Eleven Thousand Only./. Value received as per our Invoice(s) No. 12 dated. 14<small>h</small>November?? 2021

Drawn under: BNP Paribas Polska SA, Poland

irrevocable L/C No. NZVR79625 dated. 14<small>th</small>October 2021

To: BNP Paribas Polska SA Vietnam Southern Food Corporation JSC, 333 Tran Hung Dao Street, Nguyen Cu Trinh Ward, District 1, Hochiminh City, Vietnam

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2.2. Commercial invoice:

VIET NAM SOUTHERN FOOD CORPORATION JSC

<small>333 TRAN HUNG DAO STREET, NGUYEN CU TRINH WARD, DISTRICT 1, HOCHIMINH CITY,VIETNAM</small>

<small>TEL: (028) 3837 0026</small> COMMERCIAL INVOICE

No. 12

For Account and Risk of Mesrs Meliseus Michal Sasin Piotr Krawczyk Pieciolinii 5/26, Warsaw, Mazowieckie, Poland

USD405.00 (US Dollars Four Hundred and Five only) per metric ton of 1,000 kgs net shipped weight FOB (Incoterms 2020)

Description of goods

6,200.00 Metric Tons Vietnamese long grain white rice 10% broken new crop

<small>CONTRACT NO. NZVR79625 DATED 14-OCT-2021</small>

<small>“WE CERTIFY THAT SPECIFICATIONS TO CONFORMSTRICHTLY AS PER CONTRACT NO.NZVR79625 DATED 14-OCT-2021”</small>

Amount :USD2,511,000.00

Saying: United State Dollars Two Million Five Hundred and Eleven

<small>In new polypropylene bags weighing 50 kgs net, tare weight in gramsof the bag is 140 grams (minimum)</small>

HO CHI MINH CITY, Nov 14<small>th</small>, 2021 FOR THE DIRECTOR

Means of transport and route (as far as known)

B/L No. 04-HCM/GDY DATE Nov 14 , 2021<small>th</small>

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333 TRAN HUNG DAO STREET, NGUYEN CU TRINH WARD, DISTRICT 1, HOCHIMINH CITY,

Meliseus Michal Sasin Piotr Krawczyk Pieciolinii 5/26, Warsaw, Mazowieckie, Poland

<small>Skipper’s description goods</small>

6,200.00 Metric Tons Vietnamese long grain white rice 10% broken new crop

In new polypropylene bags weighing 50 kgs net, tare weight in grams of the bag is 140 grams (minimum) 4 PCT (4960 PIECES) EMPTY SPARE BAGS FREE OF CHARGE TO BE DELIVERED ALONG WITH

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(of which on desk at Shipper’s: the Camer not Being responsible for loss or damage howsoever arsing) <small>Freight payable as per</small>

<small>SHIPPED at the Port of Loading in apparent good orderand contition on board the Vessel for carriage to the Portof Dischange or so near thereto as she may sately get thegoods specified above.</small>

<small>Weight, measure, quanlity, quantity, condition, contentsand value unknown.</small>

<small>IN WITNESS where of the Master or Agent of the saidVessel has signed the number of Bill of Lading indicatedbelow all of this tenor</small>

<small>FOR CONDITIONS OF CARRIAGE SEE OVERLLEAF</small>

<small>Freight payable atPlace and date of issue</small>

<small>HO CHI MINH CITY - Nov 14th, 2021Number of original B?/L</small>

<small>THREE (3/3)</small>

<small>SAI GON SHIPPING JSC AS VESSEL’S AGENT ATLOADING PORT, FOR AND ON BEHALF OF THEMASTER OF “SABRINA”</small>

<small>As Agents at HOCHIMINH CITY PORT, VIETNAM</small>

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The consignment designated as:

Base on our inspection and Certificate of Fumigation No. 13000052T/V.F.C issued on 14<small>th</small> Nov, 2021 by Plant Protection Department of Ministry of Agriculture and Rural Development.

Vessel’s name Description of Goods:

M/V SABRINA

6,200.00 Metric Tons Vietnamese long grain white rice 10% broken new crop

Port of loading: Hochiminh City Port, Viet Nam Port of dischange: Gdynia, Poland

Shipper: 333 TRAN HUNG DAO STREET, NGUYEN CU TRINH WARD, DISTRICT 1, HOCHIMINH CITY, VIETNAM

TEL: (028) 3837 0026

Consignee: To Order

Notify Party: Meliseus Michal Sasin Piotr Krawczyk Pieciolinii 5/26, Warsaw, Mazowieckie, Poland TEL: +48 22 203 6440

Bill of Lading number: 04-HCM/GDY Date: 14<small>th</small>Nov, 2021 Quanlity Loaded: Net Weight:

Country origin: Vietnam

We certify that in pursuance of an order received from: SHIPPER, we inspected the said shipment for the “Quantity and Quality”. We report as follows:

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Bag Mark/Brand:PERPEKTI

Packing: In new single Laminated PP bags of 50 Kg net, specification for polypropylene bags for 50kg tare weight in grams of the bag is 140 grams (Minimum).

Weight: 10% of the bags selected at random on tested platform scale(s). On the basic of above and Bill of Lading, we certify the loaded weight to be:

Wright of each bag: Gross: 50.14 Kgs Tare of each bag: 0.14 Kg Net: 50.00 Kgs Total loaded weight: Net Weight:

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The consignment designated as

Based on our inspection and Certificate of Fumigation No. …. Issued on 14 October, 2021by Vietnam Fumigation Company.

Vessel’s name M/V Sabrina Description of

6,200.00 (Six thousand two hundred only)

Metric Tons Vietnamese long grain white rice 10% broken new crop Port of loading Hochiminh City Port, Vietnam

Port of discharge Gdynia, Poland

Shipper Vietnam Southern Food Corporation JSC

333 Tran Hung Dao Street, Nguyen Cu Trinh Ward, District 1, Hochiminh City, Vietnam

Tel: (028) 3837 0026

Notify Party Meliseus Michal Sasin Piotr Krawczyk Pieciolinii 5/26, Warsaw, Mazowieckie, Poland Tell: +48 22 203 6440

Bill of Lading number

04-HCM/GDY Date: 14<small>th</small>Nov, 2021

Quantity Loaded Net Weight:6,200.00 Metric Tons

Gross Weight:6,217.36 Metrics Tons

Number of Bags:124,000 bags

Country origin Vietnam

We certify that in pursuance of an order received from: SHIPPER, we inspected the said shipment for the “Quality”. We report as follows:

Bag Mark/Brand: PERPEKTI

Packing: in new polypropylene bags weighing 50 kgs net each at USD405.00 (US Dollars Four

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Hundred and Five only) per metric ton of 1,000 kgs net Certificate No:

Page No: 2/2 QUALITY: The representative sampling of the cargo was performed at regular intervals throughout entire packing and loading on 10% basis at random. A composite sample proportionally mixed and allocated reference No. ….. was submitted for analysis (base on Vietnamese standard TCVN 1643-2008) in a reputable laboratory and we certify the average actual results cổnm to the specification received as follows.

Average length of

Paddy (grains/kg) 25 Grains Max TCVN 5644-2008 24 Grains Chalky kemels

(basis ¾)

Red and red streaked kemel

Milling degree Reasonably

Well Milled ^{TCVN 5644-2008} ^ReasonablyWell Milled

Place of Intervention: at shipper’s warehouse and during loading on board. Date of Intervention:

“This certificste reflects the findings determined at time and placed of our intervention only.” SGS Vietnam Ltd

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2.6. Beneficiary’s certificate :

VIETNAM SOUTHERN FOOD CORPORATION JSC

333 TRAN HUNG DAO STREET, NGUYEN CU TRINH WARD, DISTRICT 1, HOCHIMINH CITY, VIETNAM

BENEFICIARY’S CERTIFICATE

333 TRAN HUNG DAO STREET, NGUYEN CU TRINH WARD, DISTRICT 1, HOCHIMINH CITY, VIETNAM

PIECIOLINII 5/26, WARSAW, MAZOWIECKIE, POLAND DESCRIPTION OF GOODS: 6,200.00 (SIX THOUSAND TWO HUNDRED ONLY)

METRIC TONS VIETNAMESE LONG GRAIN WHITE RICE 10% BROKEN NEW CROP

NET EACH AT USD405.00 (US DOLLARS FOUR HUNDRED AND FIVE ONLY) PER METRIC TON OF 1,000

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ETA DISCHARGE PORT: 9 – November – 2021

WE CONFIRM THAT SHIPMENT ADVICE HAS BEEN EMAILED TO APPLICANT, ATTENTION TIMBERTON WILLEY STATING B/L NUMBER, DATE OF SHIPMENT, SAILING DATE, PORT OF LOADING, NAME OF VESSEL, NET AND GROSS WEIGHT AND ETA DISCHARGE PORT IN ONE ORIGINAL.

FOR THE DIRECTOR

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2.7. Shipment Advice:

VIETNAM SOUTHERN FOOD CORPORATION JSC

333 TRAN HUNG DAO, NGUYEN CU TRINH WARD, DISTRICT 1, HOCHIMINH CITY SHIPMENT ADVICE

333 TRAN HUNG DAO, NGUYEN CU TRINH WARD, DISTRICT 1, HOCHIMINH CITY, VIETNAM

TEL: (84.28) 3848 7238 =>(028) 3837 0026

PIECIOLINII 5/26, WARSAW, MAZOWIECKIE, POLAND

DESCRIPTION OF GOODS: 6,200.00 METRIC TONS VIETNAMESE LONG GRAIN WHITE RICE, 10% BROKEN, NEW CROP

USD405.00 (US DOLLARS FOUR HUNDRED AND FIVE ONLY) PER METRIC TON OF 1,000 KGS NET SHIPPED WEIGHT FOB (INCOTERMS 2020)

FOUR PERCENT EMPTY SPACE BAGS FREE OF CHARGE TO BE DELIVERED ALONG WITH THE SHIPMENT

TOTAL NUMBER OF BAGS: 6200 TOTAL GROSS WEIGHT: TOTAL NET WEIGHT:

PORT OF LOADING: HOCHIMINH CITY PORT, VIETNAM PORT OF DISCHARGE: GDYNIA, POLAND

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2.8. Certificate of Origin:

1. Goods consigned from (Exporter’s business name, address, country)

<small>VIETNAM SOUTHERN FOOD CORPORATION JSC</small>

<small>333 TRAN HUNG DAO, NGUYEN CU TRINH WARD, DISTRICT 1,HOCHIMINH CITY, VIETNAM</small>

<small>FROMHOCHIMINH CITY PORT, VIETNAM</small>

6. Marks, numbers and kind of packages; description of goods

<small>6,200 METRIC TONS VIETNAMESE LONG GRAIN WHITERICE, 10% BROKEN, NEW CROP</small>

<small>IN NEW POLYPROPYLENE BAGS WEIGHING 50 KGS NETEACH AT USD405.00 (US DOLLARS FOUR HUNDRED ANDFIVE ONLY) PER METRIC TON OF 1,000 KGS NET SHIPPEDWEIGHT FOB (INCOTERMS 2020)</small>

Marking: PERPEKTI

<small>WE CERTIFY THAT GOODS ARE OF VIETNAMESE ORIGINCUSTOMS DECLARATION FOR EXPORT COMMODITIES</small>

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<small>19</small> 9. Certification

It is hereby certified, on the basis of control carried out, that the declaration by the exporter is correct.

Place and date, signature and stamp of certifying authority

10. Declaration by the exporter

The undersigned hereby declares that the above details and statements are correct; that all the goods are produced in Vietnam and that they comply with the origin requirements specified for goods

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