INTERNALTIONAL SALES CONTRACT

INTERNALTIONAL SALES CONTRACT
Contract No 1/2016/SEV-DLC
Ho Chi Minh City, August 20, 2016
BETWEEN: SHANGHAI EVANGEL INDUSTRIAL CO., LTD.
Address: Suite 1326, Fortune Times Tower, No. 1438 North Shanxi Road,
Shanghai, China.
Tel: +86-21-62770109
Fax: +86-21-62120109
Email:
Represented by: Ms. Penny Wang- Sales Manager.
Hereinafter referred to as “Seller”
AND: DONG LOI EQUIPMENT & SERVICE COMPANY LIMITED
Address: 34, Hamlet 2, Stress 20, Binh An Ward, Dist 2, Ho Chi Minh City,
Vietnam.
Tel: +84 8 3740 6783
Fax: +84 8 3740 6738
Email:
Represented by: Mr. Dang Chu Son – Director.
Hereinafter referred to as “Buyer”
WHEREAS:
The Seller and the Buyer both agree to finalize this contract under the terms and
conditions; and the product offered for sale is subject only to the terms and
conditions contained in this contract and strictly confidently between the Buyer
and the Seller and it is therefore agreed as follows:


ARTICLE 1: SCOPE OF SUPPLY
The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the
Seller, goods that are:
1.1.

Commodity: China HELI 3MT CPCD18 diesel forklift.

1.2.

Quantity: 10(ten) units.

1.3.

Quality: 100% brand new, produced in 2015.

1.4.

Specification:

Model
Type
Brand name
Rated Loading Capacity
Fork Length
Fork Width
Min. Lifting Height
Max. Lifting Height
Certification
Overall Dimensions
1.5.

MT
mm
mm
mm

mm
Mm

CPCD18
Powered Pallet
HELI
1
920
125
120
3000
CE, ISO9001
2166– 1075 - 2140

Packaging and Marking:

The Seller has discretion in packaging the Goods, provided that the
packaging must follow as per manufacturer standard packing, and safety for
long-sea transportation.
1.6.

Technical documents:

Including: 01 (one) Operation and Maintenance Manuals per machine and
01 (one) Part Books per machine is an integral part of goods in English
version.
1.7.

Price

- Unit Price: 8,695 USD/unit


- Total price: 8,695 USD/unit x 10 units = 86,950 USD.
(In words: Eighty six thousand nine hundred and fifty US dollar only)
- The price shall be understood to be CIP Saigon Port, INCOTERMS 2010,
including packaging.
1.8. Costs and charges
- The Seller is responsible for the following costs and charges incurred in the
sale and transport of the good:
+ All costs relating to the goods until such time as they have been delivered
in accordance with Article II as well as the freight and all other costs of
loading the goods on board and any charges for unloading at the named
place of destination.
+ The costs of insurance resulting from Article VII.
+ The costs of customs formalities necessary for export of goods as well as
all duties, taxes or other charges payable on the export of goods, as well
as the costs of its transport through any country.
- The Buyer is responsible for the following costs and charges incurred in the
sales and transport of the good:
+ All costs relating to the goods from the time they have been delivered in
accordance with Article II.
+ All duties, taxes and other charges as well as the costs of carrying out
customs formalities payable upon import of the goods.
ARTICLE 2: DELIVERY
2.1.
2.2.
2.3.

2.4.

Time of delivery: 30 days from the date receiving L/C.
Port of loading: Shanghai Port, China.
Port of destination: Saigon Port, Vietnam.
Named place: 279 Ham Nghi Street, Binh Thuan Ward, Dictrict 7, Ho
Chi Minh City.
Notice of delivery:


Within 2 working days after shipment, the Seller shall notify by fax or email
to the Buyer the following shipping information:
+ Name and Nationality of the vessel
+ Date of shipment
+ Estimation time of arrival at discharging port.
2.5. Delivery instruction
- Partial shipment: not allowed.
- Trans-shipment: not allowed.
ARTICLE 3: PAYMENT
In US dollars by irrevocable L/C at sight 100% invoice value within 07 working
days after receiving documents.
3.1. L/C conditions:
- Time of issue: 07 days after signing contract, opened in favor of Applicant
at:
- Issuing Bank: Asia Commercial Bank.
Address: 334 Huynh Tan Phat Street, Binh Thuan Ward, District 7,
Ho Chi Minh City, Vietnam.
- Account name: Cai Ngoc Thanh Tram.
- Account number: 13915909
- Swift code: ASCBVNVX.
3.2. The Buyer’s Bank shall advise the Letter of Credit to the Seller’s Bank

at:
- Advising Bank: Hong Kong and Shanghai Banking Corporation Limited
Address: 1301 Gubei Rd, Changning, Shanghai, China.
Account name: Penny Wang
- Account number: 49674308114014
- Swift code: HSBCCNSH
3.3. Document required for negotiation:


- Ocean Clean on Board Bill of Lading, marked "Freight to collect": 03(three)
originals.
- Signed Commercial Invoice: 03(three) originals.
- Detailed Packing list: 03(three) originals.
- Certificate of Quality and Quantity issued by The Seller: 03 (three) originals
per each.
- Certificate of Origin issued by China Chamber of Commerce: 1(one)
original and 2(two) copies.

ARTICLE 4: GOOD CHECKING & INSPECTATION
- The Seller must inspect the goods prior to the shipment (The first
Inspection). All charges and expenses shall be borne by The Seller.
- The final inspection shall be carried out by VINACONTROL within 3 days
after arrival date at discharge port. All related cost will be borne by The
Buyer.
- The Seller shall settle the suitable claim of The Buyer within maximum of
30 days after receipt the claim.
ARTICLE 5: WARRANTY
- Seller warrants that the goods sold as mentioned in Article I are new and free
from substantive defects in workmanship and materials.
- Warranty period is 12 months from the date of delivery at the named place of

destination accordance with Article 2.
- Under the guarantee period, the Buyer shall inform the Seller of all the
defects in writing.
- Upon the receipt of the notice, the Seller shall work out the time to repair or
make good all defects.


- The Seller shall inform the Buyer the time needed to make good the defects,
the duration for repairing or replacing the goods is to be within 15 days from
receipt of the notice.
- All the arising costs for repairing the Goods are for the Seller’s account.
- The warranty will not apply to those goods that are damaged due to misuse,
abuse, negligence of Buyer.
ARTICLE 6: PENALTY
6.1 . Non-performance of the Seller’s obligation

- Delivery: In case, the seller delivers goods late more than 30 days from the
date of receiving advising, the contract will be terminated automatically by
legal way. The Seller has to return all the fees, taxes and money that buyer
have charged. In addition, The Buyer is entitled to claim penalty equal to 5%
of the price of this contract.
- Lack of conformity Goods:
+ If the Buyer notify the Seller of any lack of conformity of the Goods,
specifying the nature of the lack of conformity within 07 days, the Buyer
is entitled to claim liquidated damages equal 1% of total price of the
Goods lacking conformity and the Seller shall be replace the Goods with
conforming Goods without any additional cost to Buyer.
+ After 07 days from receiving Goods, if the Buyer doesn’t notify the lack
of conformity, the Buyer loses the right to rely on a lack of conformity.
6.2 . Non-performance of the Seller’s obligation

- In case of failure in opening L/C in due time as stipulated in Article 3 of this
contract, except for the event of Force Majeure as mentioned in Article 8
hereunder, the penalty for delayed L/C opening shall be counted based on
the interest rate at the Issuing Bank per delayed day.


- If the Buyer fails to pay the price when receiving the documents, except for
the event of Force Majeure as mentioned in Article 8 hereunder, the Seller
shall be entitled to charge interest on the outstanding amount at the rate of
1% per annum.
ARTICLE 7: INSURANCE
Insurance shall be covered by the Seller, under Institute Cargo Clause A for 110%
of Invoice value. Insurance certificate shows claim payable at Ho Chi Minh City,
Vietnam by the AIG Vietnam Insurance Company Limited, Ho Chi Minh City
Agent Office.
ARTICLE 8: FORCE MAJUERE
-

None of the parties shall be liable to the other party for any failure or delay
of performance of whole or part of this contract due to any cause attributable
to war, flood, storm, heavy snow, governmental order (such as alteration of
laws and regulations), strikes, act of GOD or any other causes beyond their
control and other generally recognized force majeure causes.

-

The Force Majeure (Exemption) clause of the International Chamber of
Commerce (ICC publication No 421) is hereby incorporated in this contract.

-

However, in such case, that party shall immediately send fax to other party
advising of the force majeure case and airmail to the other party within 30
days after the accident a certificate of the accident issued by the competent
government authority/chamber of commerce. If force majeure case last over
60 days, the Buyer and the Seller have the right to cancel this contract, but if
the said cause would have been cured within such 60 days the said notice of


termination shall not become effective and this contract shall continue its
effect.

ARTICLE 9: APPLICABLE LAW AND DISPUTE SETTLEMENT
- This contract and all questions relating to its information, validity,
interpretation or performance shall be governed by the law of CISG
(Convention on Contracts for the International Sale of Goods).
- Any dispute, controversy or claim arising out of or relating to this contract,
including the validity, invalidity, breach or termination thereof, shall be
settled firstly through negotiation or mediation. In case the Parties cannot
solve this dispute under this way, arbitration in Singapore under the
Singapore International Arbitration Centre. Administered Arbitration Rules
in force when the Notice of Arbitration is submitted in accordance with these
Rules. The number of arbitrators shall be one. The arbitration proceedings
shall be conducted in English.
ARTICLE 10: OTHERS
- Both parties agree to implement seriously terms and conditions mentioned in
sales contract
- If either of the Buyer or Seller cancels the contract without agreement of
other party, the party is subjected to a penalty equivalent to the value of

contract and it must compensate the loss due to cancellation of contact to the
other party.
- During the period of the contract, if it arise appendix or modification, both
parties has to agree by issuing document of notification. If there are arising


conflicts which is not solved by negotiation, the final judgment is made by
Arbitration Court and the fee is paid by offending party.
- This contract is made into 04 (four) originals in English; each party keeps 02
(two) originals which has the same legitimacy. This contract comes into
effect from the date of signing.
IN WITNESS WHEREOF, the Buyer and the Seller hereto sign on this Contract
on the date mentioned above.

FOR THE BUYER

FOR THE SELLER