CONTRACT SALE

No. WJ20180124/HDMB
Today, January 24, 2018 we include:

BUYER: VIETDANH COMPANY (VIETNAM)

COMPANY LIMITED
Headquarters: 49 Street 5, Ward 7, Go Vap
District, Ho Chi Minh City, Vietnam
Phone number: 84-08-62956922
Fax: 84-08-62955431
Representative: Ms. NGO THI MY HIEP
Position: Head of finance department
SELLER: QINGDAO WANGJIN TRADE
(CHINA) CO.,LTD
Headquarters : SOUTH HOMETOWN
LANZHOU WEST ROAD 1186# JIAOZHOU
CITY QINGDAO, CHINA
Phone number: 0086-13573886899
Fax: 0086-532-87298299
Account number: 38140114040011447
At the bank: AGRICULTURAL BANK OF
CHINA, QINGDAO BRANCH
Representative: PLEASE LIDONG
Position: Deputy Director
Because the SELLER is within the scope of
responsibility for providing goods and related
services.
Because the BUYER wants to buy and the
SELLER wants to sell supplies and services and
both parties want to define the ways and
conditions of purchase and sale of supplies and
services.
So hereafter, the two parties, by mutual consent,
agree to the following terms:

ARTICLE 1: DEFINITIONS
In this contract, the following concepts will be defined as
follows, unless otherwise stated:
1.1. “Related document” is understood to mean operating manuals
and other printed materials listed in the specifications including user
manuals, programming manuals, modification manuals, drawings,
diagrams and a list of software intended to support or supplement the
understanding or application of the software.
1.2. “ Contract value” Is the total value the Buyer must pay to the
Seller to fulfill its contractual obligations fully and completely, but
does not include interest arising from late payment (if any) and any
form of any fine.
1.3. “Price list” is the price summary and detailed price list for
“Supplies” under the contract and is defined below.
1.4. “ Supplies” includes equipment, goods, supplies or accessories
or components provided by the Seller to the Buyer or the Buyer's
authorized person under the contract.
1.5. “ Price Offered” is the total value of the “Supplies” stated in
the contract but does not include interest arising from late payment (if
any) and any penalties or complaints.
1.6. “ Last Major Shipment” “Final Major/Major Delivery” means
that 100% of the major/Major equipment has been delivered.
ARTICLE 2: SCOPE OF CONTRACT
2.1 Responsibilities of the Seller
The Seller will provide and deliver materials and equipment
including: Grinding Stone, Sic Hester as listed in the List of
materials of this Contract (Appendix....) CIF Ho Chi Minh
according to INCOTERMS 2010.
- Product name: grinding stone
- Manufacturer: China
- Supplier: QINGDAO WANGJIN TRADE (CHINA) CO.,LTD
- Quantity: 1600 pieces with 10 inch radius
- Quality: 100% new
- Origin: China
- Packaging: Packed according to export standards. Safe when
transported by sea.
- Unit price: $7.50 USD/Piece
- Value: $12,000.00 USD
- Code: 68042200

- Product name: Sic heater

- Manufacturer: China
- Supplier: QINGDAO WANGJIN TRADE (CHINA) CO.,LTD
- Quantity: 100 pieces with technical specifications
Φ25*550*1400
- Quality: 100% new product
- Origin: China
- Packaging: Packed according to export standards. Safe when
transported by sea
- Unit price: $29.00/piece
- Value: $2,900.00
- Code: 851680

- Product name: Sic heater

- Manufacturer: China
- Supplier: QINGDAO WANGJIN TRADE (CHINA) CO.,LTD
- Quantity: 50 pieces with technical specifications Φ25*500*1200
- Quality: 100% new product
- Origin: China
- Packaging: Packed according to export standards. Safe when
transported by sea
- Unit price: $27.00
- Value: $1,350.00
- Code: 851680

- Total: number of products: 1,750 pieces

- Total value of shipment: $16,250.00

2.2. Responsibilities of the Buyer:

·

Receive
·
·

Contract payments
·

ARTICLE 3: CONTRACT VALUE

Total contract value is: $16,250.00 CIF Ho Chi Minh (In words:
Sixteen Thousand, Two Hundred and Fifty US dollars.
·
The total value of the contract is applied to the types and
quantities of materials/equipment and services listed in the
Price summary in Appendix ... and the list of materials in
Appendix ....
1
………………………………………………………………..…………
………………………
2
………………………………………………………………..…………
……………………

ARTICLE 4: DELIVERY CONDITIONS

- Port of loading: Any port in China
- Destination port: CIF - Ho Chi Minh City
- Delivery time: March 1, 2018
- Partial deliveries: Not allowed
- Transshipment: Allowed
- Notification before delivery: Within 5 (days) before the ship's
expected departure date from the loading port, the Seller must
notify the Buyer by Fax with the following content: Contract
number, L/C number, name goods, quantity of goods, value of
goods, expected time of ship leaving port.
- Delivery notice: Within 5 working days from the time the ship
leaves the port (known as the date of issuance of the bill of
lading), the Seller must notify the Buyer by Fax with the
following content: Contract number, L number /C, product
name, quantity, number of packages, weight and size of each
package. Total weight, invoice value, Ship name, engine and
ship nationality, bill of lading number, estimated time of ship
arriving at destination.

ARTICLE 5: PAYMENT METHOD

Specific payment methods are as follows:
5.1 Payment T/T (Telegraphic Transfer)
The entire contract value is paid by an immediate, irrevocable
letter of credit to the seller.
L/C includes the total value of the contract opened within 7
days from the date the Buyer receives the Contract
Performance Guarantee specified in this contract. L/C is valid
and expires no later than 21 days from the date of issuance.
L/C notified through bank...................................................
Present documents within 21 days at the latest from the date of
signing the bill of lading.
5.2 All payments will be made upon presentation of the
following documents:
3/3 original perfect ocean bill of lading, lined up, prepared
under Bank order, clearly stating "freight prepaid",
Commercial invoice: 03 originals
Packing slip: 03 originals
Certificate of origin issued by the Chamber of Commerce and
Industry: 1 original, 1 copy

5.3 Accept a set of documents with no payment value including

a copy of the charter contract sent via DHL to the Buyer no
later than 7 days from the date of issuance of the bill of lading
to the address (buyer's address). All costs incurred due to
incorrect, incomplete or late delivery of documents by the Seller
shall be borne by the Seller.

ARTICLE 6: CHARTERING A VESSEL

The seller commits to sign a charter contract with reputable
ship owners in the market, for ships that meet international
seafaring standards, and the age of the ship is not more than
20 years old. The charter contract clearly shows the included
freight. prepaid, the ship owner (carrier) takes all responsibility
for the goods from the time they are loaded over the ship's rail.
ARTICLE 7: INSURANCE
The goods must be insured by the seller and must be an
insurance company legally established and capable of insuring
all risks to the goods.
Insured risks: All risks of material loss or damage caused by
external factors and including risks of war, riots and civil
uprisings (for countries at risk In the event of war, riots, or high
riots, these types of insurance are required.)
Insurance period: …………………………………………but
including transshipment (if any)
Insurance conditions will follow:
…………………………………….
Insurance beneficiary: ………………… When the risk occurs,
the claim is paid at ..........................
................................................................
..........................................

ARTICLE 8: INSPECTION OF GOODS

8.1 The seller must inspect the goods before delivery (1st
inspection). All costs are borne by the Seller,
8.2 Second inspection by
…………………………………………....., inspection costs are
borne by the buyer.
8.3 The difference between the first test result and the second
test result is that the second test result is decisive. In case
there is a difference in quantity or quality (spare parts details),
the Buyer has the right to demand from the seller:
+ Immediately send goods with quality as committed in this
contract within …. business days after receiving the complaint.
+ Replace parts or all of the goods that are not guaranteed with
new parts or goods that ensure quality in accordance with the
provisions of the contract. Related costs are borne by the seller.
The seller must resolve the buyer's complaint within ... days of
receiving the complaint.
The buyer has the right to refuse to accept the goods if it
considers that there are differences mentioned in Article 8.3 of
the goods that cannot be overcome.

ARTICLE 9: WARRANTY
9.1. Warranty period for Supplied Goods is 12 months from the
date of signing the bill of lading or 60 operating hours
whichever comes first.
9.2. The Seller warrants that the materials/equipment provided
under this contract are new, error-free and in accordance with
technical specifications.
9.3. During the warranty period, the Seller will repair, replace,
free of charge, any deficiencies or damage to the Work that are
caused by the Buyer's negligence or natural wear and tear.
should.
9.4. During the warranty period, the Buyer must notify the Seller
of any damages in writing. The seller, immediately after
receiving this sale information, must repair or replace damaged
parts with new equipment. Estimates of repair or replacement
time must be communicated to the Purchaser. All costs related
to repair and replacement of the device will be borne by the
seller.
9.5. The Seller warrants that all repairs and replacements
under warranty are also warranted for the duration of the
original warranty period of the original defective device or
……… days from the date of replacement or repair, depending
on which day comes later.
9.6. The Seller will not be responsible for any damage due to
the Buyer's error or improper operation.
9.7. The Seller may at any time subject the equipment to
technical modifications if necessary due to changes in
technology and/or availability of components provided that the
modified equipment is functional. equivalent or better than the
equipment specified in the contract and compatible with it. In
these cases, the Seller will promptly notify the Buyer of such
changes in advance.

ARTICLE 10: CONTRACT PERFORMANCE GUARANTEE

10.1. Within …………days after signing the contract, the Seller
must open a contract performance guarantee with a value of
……………….total contract value (ie........ ......) stated in clause
3.
10.2. The contract performance guarantee is valid until
……………… days after the end of the warranty period and will
be paid to the seller after expiration.
10.3 The guarantee will be issued by a Bank acceptable to the
buyer by way of an irrevocable and unconditional guarantee in
a form acceptable to the buyer.
All costs incurred when opening the guarantee are borne by the
Seller and the Seller must indemnify and indemnify the Buyer
against these costs.

ARTICLE 11: TERMINATION OF CONTRACT

11.1. Neither the Seller nor the Buyer is allowed to terminate or
delay the performance of all or any part of the contract without
the prior written consent of the other party, provided that the
party requesting termination of the contract The contract must
give the other party a reasonable period of time to overcome
difficulties leading to non-performance of the contract. If after
that time limit, the violating party still cannot fulfill its obligations,
the party requesting to terminate the contract will notify the
contract termination in writing.
11.1.a. In case of fault of the Seller, the Buyer has the right to
claim compensation for damages but not exceeding the
contract performance guarantee specified in clause 10. The
Buyer will return products that do not meet the specifications.
Technical criteria as agreed and agreed in Appendix
.............................. (List of materials) for the Party Sell ​without
having to compensate the Seller for the costs incurred by the
Seller in providing these products. The Seller will have to
refund to the Buyer all amounts paid for the above mentioned
damaged product on the date of termination of the contract.
The seller will be responsible for paying shipping costs and
other costs related to returning the product. No other claims or
damages payments are included.
11.1.b. In case of the Buyer's fault, the two parties will agree
and confirm the work that the Seller has performed up to the
date of contract termination. The Buyer will have to pay the
Seller the value of the above completed work.
11.2. In the event that a party becomes insolvent, it must
transfer all rights to creditors, must accept or allow a receiver of
assets or business activities, must follow the procedures of the
Bankruptcy Law in country or abroad in voluntary or
compulsory form. The defaulting party must immediately notify
the other party in writing and both parties will try to find the
most appropriate solution to the situation.
11.3. Neither party will be at fault if failure to fulfill contractual
obligations occurs due to force majeure. If a force majeure
event lasts longer than ……….... months, the two parties will
meet and try to find a mutually appropriate solution for this
case.

ARTICLE 12: LIABILITY/PENALTY FOR LATE DELIVERY

If any amount is determined to be payable to the Buyer as a
liability or late delivery penalty, this amount will be paid
separately, not combined with other payments to the Seller.
under this contract.
The Seller's liability in respect of any act or omission, in
connection with products sold, services performed or provided,
whether directly or indirectly under this contract, whether is a
provision in a contract or warranty that, for fault or failure to
perform the requisite purpose (including negligence or absolute
liability), indemnity or equivalent compensation other words do
not exceed the total contract value (or............USD in case the
contract value is more than............ .....USD) for all
responsibilities within the entire terms of the contract.
In case the delivery of equipment/materials, or performance of
Services (based on the date of the Acceptance Record) is
delayed for any reason within the Seller's responsibility, the
Buyer may claim for payment. Calculate damages from …….%
per week to a maximum of …….% calculated on the value of
equipment/materials delivered late or work delayed.
Except as specifically mentioned, neither party shall be liable
for indirect, incidental, special or consequential damages
including, but not limited to, damages. on profits or revenue,
investment losses, company reputation or capital costs.

ARTICLE 13: CASES OF FORCE MAJEURE

13.1. In any circumstances beyond the control of each party
that affect each party's obligation to perform all or part of the
contract, the prescribed time for performing this obligation will
be extended by an equal amount. period of time caused by
force majeure. Events (hereinafter referred to as “Force
Majeure”) include but are not limited to:
13.2. Natural disasters include: Storms, earthquakes, floods or
any other form caused by nature whose power and destruction
cannot be predicted or resisted.
13.3. War (declared or undeclared), hostilities, invasion, activity
of foreign enemies, threats or preparations for war, riot,
insurrection, public disturbance, rebellion, revolution, civil war,
strikes, and sabotage by workers.
13.4. Notwithstanding the foregoing, no party shall be excused
from payment of amounts due on its obligations due to any
reason of Force Majeure.
13.5. In case of force majeure, the parties will notify each other
of the events of this case, and the possible consequences for
the performance of this contract within 20 days from the
occurrence of the event. . Delivery time in this case will be
extended by agreement of both parties.
13.6. If situations caused by force majeure last more than 6
months, the terms and conditions of the contract will be
reviewed reasonably and mutually agreed upon by both parties.

ARTICLE 14: AMENDMENT OF CONTRACT

Any amendment or supplement to the contract will only be valid
if authorized representatives of both parties sign the
amendment or supplement document. This amended and
supplemented document will be an integral part of the contract.
English and Vietnamese will be used in all transactions and
communications between the two parties.

ARTICLE 15: ECONOMIC ARBITRATION

15.1. Any differences or disputes arising from this contract or
written agreements related to the implementation of the
contract will be resolved by conciliation efforts between the
parties.

15.2. Any dispute or difference related to the contract that

cannot be resolved on the basis of conciliation will be
transferred to the Vietnam Economic Court in Ho Chi Minh City
and resolved in accordance with Vietnamese Law. Male.
The Court's decision will be final and binding on the parties
15.3. The arbitrator's award will be recorded in writing, is final
and will be binding on both parties.
15.4. Arbitration and/or other costs will be paid by the losing
party unless otherwise agreed
15.5. Vietnamese is the language used in arbitration.

ARTICLE 16: LAW GOVERNING CONTRACTS

The law governing the contract shall be the law of the Socialist
Republic of Vietnam.

ARTICLE 17: NO ASSIGNMENT

The Seller is not allowed to transfer part or all of the contract
directly or indirectly without the prior written consent of the
Buyer. In case of agreement of both parties, each point, or
multiple points, of the contract will be legally transferred, the
remaining part remaining unchanged.

ARTICLE 18: LANGUAGE AND MEASUREMENT SYSTEM

18.1. All transactions and communications between the two
parties including notices, requests, agreements, offers or
proposals will be made in English or Vietnamese. All drawings,
technical descriptions, reports or other documents will be
prepared in English. The contract is made in both English and
Vietnamese and has the same legal value. If there is a
difference between English and Vietnamese, the Vietnamese
version shall prevail.
18.2. All documents accompanying the contract will follow the
.......... system and the date shall be the calendar date, unless
otherwise specified.

ARTICLE 19: ENTIRE AGREEMENT

The contract between the two parties includes the terms stated
in this contract and the following attached appendices:
- Appendix …………………………………………………...
These terms and conditions and all attached appendices
constitute a contract between the Buyer and the Seller
Below, the Buyer and the Seller draft two original contracts
signed by the following representative. Each party will keep 01
original copy.
ARTICLE 20:GENERAL TERMS
20.1 This contract takes effect from the date of signing and
automatically liquidates the contract since Party B has received
all goods and Party A has received full payment.
20.2 Based on the quantity of this contract, the Seller and the
Buyer carry out customs procedures according to the
regulations of the Vietnamese government. Both parties commit
to strictly implement the terms and conditions signed in this
contract
20.3. This contract replaces all previous transactions and
agreements between the two parties. Any additions or
modifications to this contract must be agreed in writing by both
parties.
20.4. Except for the cases specified above, this contract cannot
be canceled without the written agreement of the parties. In
case of contract cancellation, responsibilities related to
penalties for breach of contract and compensation for damages
are reserved.

BUYER REPRESENTATIVE SELLER REPRESENTATIVE

(Signed, sealed) (Signed, sealed)