This document discusses various aspects of international sale contracts including: - Contracts can be between buyers and sellers in different countries using foreign currency - Contracts can be short or long-term for exports, imports, re-exports, or transshipments - Contracts can be written, oral, or default according to the 1980 Vienna Convention - Written contracts typically include terms covering goods, quality, quantity, price, shipment, payment, packaging, warranty, penalties, insurance, force majeure, claims, and arbitration.

2. International sale contract The buyer and seller in different countries. Characteristics: The subject of the contract have business establishments registered in two different countries. Foreign currency used in payment could be either or both sides. The goods - the subject of the sale contract delivered out of the seller's country during contract performance.

3. In terms of performance period Short-term contracts Long-term contracts In terms of business relations content in sale contracts Export contract Import contracts Temporary import for re-export contracts Temporary export for re-import contracts Transshipment contracts

4. In terms of contract form, there are three kinds of contracts Written contract Oral contract Default contract 1980 Vienna Convention allows member countries to use these form. In Vietnam, international sale of goods must be made on the basis of written contracts or the forms equivalent include telegrams, telex, fax, data messages and other forms prescribed by law.

5. Written contracts may be made in various ways such as: Include a written contract, clearly stating the contents of buying - selling, trading conditions have been agreed upon and signed by both parties Include several documents such as telegrams, correspondence

6. CONTRACT No… Date… Between : Name: … Address:..... Tel: ...... Fax: ......... Telex: ...... Represented by Mr ................ Hereinafter called as the SELLER And : Name: … Address:..... Tel: ...... Fax: ......... Telex: ...... Represented by Mr ................ Hereinafter called as the BUYER 01-93/ XYZ- ABC Sep. 07 2010 ABC Trading Co, Ltd. (Vietnam) 40 Hai Ba Trung Street, Ho Chi Minh City ,Vietnam 84-083-328999 328492 - ABC VT Krakatau Fertilizer (Indonesia) 1# Jinko Road, Jarkata , Indonesia 8479900 57889 WSGTC CN Abdul Haris Nasution Tran Minh Hieu 4839200 8461152

7. The main articles and signature of contracting parties Art.1. Commodity Art.2. Quality Art.3. Quantity Art.4. Price Art.5. Shipment Art.6. Payment Art.7. Packing and marking Art.8. Warranty Art.9. Penalty Art.10. Insurance Art.11. Force majeure Art.12. Claim Art.13. Arbitration Art.14. Other terms and conditions For the BUYER For the SELLER

8. The commercial and technical name. Ex: Printing machines laser Epson EPL 6100 The origin country. Ex : Vietnam Robusta Coffee, Grade 2, Daklak origin , Crop 2009 The manufacturer name. Ex : Fax machine Panasonic KXFP-152 The feature of the product. Ex : Long grain White Rice 5% broken The goods should be SIMPLE and EXACTLY described. We should write the name of the commodity with:

9. Methods to describe the quality of the commodity : the sample the standards the trade mark the technical documents the amount of a substance the natural weight the inspected and approved the present value of the product the description the familiar norms FAQ GMQ

10. Identify Units of Measures and Weights Method of identifying quantity Types of weight

11. Method of identify quantity - Identify exactly, specifically Ex : Motorcycle: 10,000 - Identify approximation ( more and less clause) Ex: Rice: 10,000 MT more or less 5% at the Buyer’s option

12. Types of weight Net weight: Gross weight: GROSS WEIGHT = NET WEIGHT + TARE Commercial weight Theorical weight

13. CURRENCY OF PRICE METHOD OF IDENTIFYING PRICE TERMS OF SALE

14. FIXED PRICE DEFERRED PRICE REVISABLE PRICE METHOD OF IDENTIFYING PRICE

15. TIME OF DELIVERY PLACE OF DELIVERY NOTIFICATION OF DELIVERY

16. Other remarks Partial shipment : allowed or not allowed * Not allowed: total shipment * Allowed: the parties should decide who will bear the additional costs arising from partial shipment, normally party requiring partial shipment Transshipment: allowed or prohibited

18. 1. Currency of payment and the amount of payment Currency of importer’s country Currency of exporter ’s country Another country 2. Time of payment Pre payment/ Payment in advance Sight payment( immediate payment) Deferred Payment

19. 3. Methods of payment Remittance - Import Export Contract Terms Mail Transfer (M/T) Telegraphic Transfer (T/T) Demand Draft (D/D) Documentary Collection - Import Export Contract Terms D/P at sight D/P at days after sight (date) Documents Against Acceptance (D/A)

20. 3. Methods of payment D/C Type of LC The date of opening LC The issuing bank The advising bank the beneficiary issue date expiry date Shipment Time for advising bank notifying the seller the LC The seller accept the LC Time for preparing the commodities

21. 4. Payment documents Mean of payment Shipping documents are necessary for the settlement of payment. - Bill of Lading (B/L) - Packing List - A Commercial Invoice - Insurance Policy - Insurance Certificate - Certificate of quantity/weight - Certificate of origin - Certificate of quality

23. Marking should be in pernament paint with recognized kind of marks. Meet shipping regulations Ensure proper handling Help receiver identify shipments.

24. Warranty period Warranty terms and condition The manufacturer's warranty to the quality of solar module The manufacturer warrants the solar modules to be free from defects in materials and workmanship under normal application, installation, usage service conditions . If the solar modules fail to conform to this warranty, then for a period ending 60 months from date of sale to the original end-customer , the manufacturer at its option, either repair or replacement or refund, or refund the purchase rice as paid by the Customer. The manufacturer guarantees output power of PV module is more than 25% of the minimum Peak Power within 10 years and more than 50% in 25 years , if can't reach the warranty data, the manufacturer will replace such loss in power either by replacing the defective PV modules or by refunding the Purchase Price.

25. Late-delivery or non-delivery by any reasons except for force majeure. Late-payment due to reasons of the Buyer. Delay of opening LC Cancellation of the contract

26. Insurance documents : Main points: Party who buy the insurance Insurance condition Insurance document

28. Natural disasters: fire, flood, storm, earthquake… Social disturbances: war, strike,…

30. On the Basis of Terms and Conditions of the Contract On the Basis of Consequence of Breach of Contract

31. Main points:

32. Example: Claim All claim by Buyer shall be informed by telex or cable immediately after cargo completely received at destination port and be confirmed in writing delivered to the Seller within 30 days after such discharge ( for claim of any kind of talent defects respectively) together with survey report of international well-known surveyor.

33. Arbitration is a consensual dispute method. It allows disputing parties to have a neutral party to assist them in arriving at a solution. Solving their problems without courts or lawyers.

34. Arbitration article shall be stipulated: