SALES CONTRACT

Contract No. :
Sign on
:
Seller:

Tel: +39 0363 301806 Fax: +39 0363 303473

Email:
Represented by

Buyer: MONDELEZ KINH DO VIETNAM JOINT STOCK COMPANY

26 VSIP, Road No. 8, Vietnam Singapore Industrial Park,
Binh Hoa Ward, Thuan An District, Binh Duong Province, Vietnam
Tel: 84.8.38270838
Fax: 84.8.38270453
Represented by Mr. STEPHANE ERIC ELIE GRIPON General Director
This Sales Contract (Contract) is made by and between . herein after referred to as the (Seller) and
MONDELEZ KINH DO VIETNAM JOINT STOCK COMPANY herein after referred to as the (Buyer).
Whereby the Seller agrees to sell and the Buyer agrees to buy the under mentioned commodity, subject
to the terms and conditions as stated below:
ARTICLE 1: COMMODITY - QUANTITY PRICE:
No

Description

Unit

Q'ty

Unit Price
(USD)

Total Price
(USD)

TOTAL
Say in US Dollars only.
1.
2.
3.

4.

Condition: Export standard and 100% brand new.

Country of Origin:.
Packing: as standard packing for export that is suitable for the type of the goods to be
delivered. Packing is to protect the goods against any damage or corrosion and to be proved for
eventual transhipment of the goods on the way to the place of destination and for a long storage
of the goods. The Seller is responsible for eventual damages of the goods caused by inadequate or
improper marking and/or packing.
Technical specification: as per Quotation No. . Date., 2016, drawing .and be approved by
both of parties.
Specification of.

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5.

The goods must be meet the Buyers demand and in the good operation state. If the quality of
goods does not meet the requirements in accordance with negotiation between two parties, the
Buyer will return the goods to the Seller and the Seller shall be liable to replace the new goods
within 30 days from receiving the Buyers official information. All expenses arising from this
event shall be settled by the Sellers Account including all charges during period of customs
clearance in Vietnam site.

ARTICLE 2: DELIVERY
-Shipment time: ETD ..days base on the contract date
If the delivery time is not meet as per negotiation, the Seller shall bear a penalty of 1% per late day
on the total contract value. Demurrage charges and the penalty arising shall be deducted directly from
the Invoice value.
- Port of loading
: Any airport / port in .
- Port of destination : by courier express to Cat Lai Port, Ho Chi Minh City, Vietnam for shipment by
sea.
- Document from 3rd party: is acceptable.
- Partial shipment
: allowed.
- Transhipment
: allowed.
- Packing
: as mentioned above.
- Label of goods
: the goods is required to have the label that be ticked on goods directly with the
following contents:
The manufacturers name:
The products name:
Model:
Origin:
- Shipping mark
: noted on shipping case as follows:
Exporters name: .
Importers name: MONDELEZ KINH DO VIETNAM JOINT STOCK COMPANY
Commoditys name
Net weight Gross weight
Origin:
The label / shipping mark must to state clearly all above contents. In case of the Seller doesnt make as
per this instruction, the Seller will settle all the increasing charges.
ARTICLE 3: PAYMENT
Payment term
:
- Deposit USD (30% of contract value) once signing the Sales Contract.
- The remaining value by T/T 7 days from goods receipt date.

The payment is effective through any Buyers bank in Vietnam in favor of Seller.
Sellers bank:
Account holder
:
Bank Name
:
Bank address
:
Account No.
: ................................
IBAN
:

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SWIFF Code

Banking charges inside Vietnam shall be settled by the Buyer and banking charges outside Vietnam
shall be settled by the Seller.

Shipping documents:

+ Courier Express AWB and 3/3 originals 'Clean on Board' Airway Bill marked "Freight
Prepaid
+ 3/3 Original of Signed Commercial Invoices
+ 3/3 Detailed Original Packing Lists
+ 1 set of Original Certificate of Origin.
+ Insurance Policy/Certificate covered ICC (A) Clause for 110% invoice value, claim
payable in Ho Chi Minh City, Vietnam from the loading port to the Buyers warehouse. The Buyers
doesnt accept the Policy deductible in Insurance Policy.

+ Certificate of Origin
+ Certificate of Quantity and Quality issued by Manufacturer: 01 original + 01 copy
For Shipment by sea: all shipping documents should be sent to the Buyer by fax (No.84-8-38270453) or
email: nu.dangtdiep@mdlz.com right after shipment effected and after that all original shipping
documents must be sent directly to the Buyer. Otherwise, the Seller shall to bear all demurrage
charges arising from this event and shall be deducted directly into the Invoice value at payment.

ARTICLE 4: TAX AND OTHER FEES

-

The Seller will bear all taxes, fees and other charges relating to the supplied goods outside of
Vietnam (If any) including the withholding charge at Vietnam (if any).

The Buyer will bear all taxes, fees and other charges relating to the imported goods and other
taxes imposed by according to relevant Vietnam laws and regulations.

ARTICLE 5: WARRANTY AND PRODUCT LIABILITY

-

The Seller guarantees that the supplied goods as stated in this Contract are brand new (100%)
without used and are manufactured in fully conformity with the description, technical
specifications as requested, the materials used for manufacture of equipment are suitable and
assembly in high quality. The Seller guarantees to repair or replace free of charge all faults if the
Buyer can demonstrate that the faults were made in mistake of designing or manufacturing or
not suitable material or the Seller wrong instruction.

The new goods or parts for replacement will be delivered by the Sellers cost to the site.

If the Seller fails to remedy or fix the problem of goods within 5 working days after receiving
notice from Buyer, Buyer has the right to hire a third party to fix the problem or buy replacement
and all expenses related to this will be borne by Seller.

ARTICLE 6: ANTI-BRIBERY
1. Doing Business In Good Faith

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a. Both parties agree that Buyer reserve the right to unilaterally terminate the Contract without
compensation and consider termination of all business transactions as well as the cooperation
with Seller if Buyer discovered that Seller:
i.

Offering or promising something of value to employees of Buyer to affect the decision on

selection Seller; or

ii.

Not notice in time for Buyer all expressions of harassment of Buyers staffs during
contract negotiation, sign and implementation.

b. If the Seller violates this article, in addition to the right to unilaterally terminate the Contract,
Buyer can also request the Seller to compensate the direct damages arising from such violations.
2. Anti-Bribery
a. Seller and any Associated Person will not, directly or indirectly, in connection with this
Contract:
i.

pay, offer, promise to pay, or authorize giving anything of value (including gifts,
entertainment and donations) to a Government Official to improperly obtain, retain, or
direct business or secure an improper advantage for Buyer; or

ii.

take any other action to violate any applicable laws prohibiting commercial bribery,
including kickbacks, or other unlawful or improper means of conducting business.

iii.

Seller will promptly report to Buyer any request, demand, or offer prohibited above.

b. Unless expressly disclosed in this Contract, no officer or employee of Seller is a Government

Official and no Government Official has a direct interest in Seller. Seller will immediately
notify Buyer in writing if this changes.
c. In the past five years, neither Seller nor any Associated Person has been convicted of or pled
guilty to an offense involving bribery or corruption, or been listed by any government agency
as ineligible for government procurement programs. Seller will immediately notify Buyer in
writing if this changes.
d. Seller will ensure that all documents prepared, approved, or executed in connection with this
Contract, including but not limited to documentation related to funds spent on behalf of
Buyer in connection with this Contract, are complete, truthful, and accurate. Throughout the
Term, and for five years after, Seller will maintain records that verify Sellers compliance with
this Anti-Bribery article.
e. Seller hereby acknowledges receipt of a copy of Buyers Compliance Policy Against
Corruption and Bribery. Suppler certifies that it fully understands the Compliance Policy
Against Corruption and Bribery. Suppler has, and will maintain throughout the Term,
policies and procedures that are consistent with this Anti-Bribery article, and Buyers
Compliance Policy Against Corruption and Bribery, and will ensure that it and all Associated
Persons comply with such policies and procedures throughout the Term. Seller agrees to
participate, and to cause Associated Persons to participate, in Buyer training programs, if
requested by Buyer. Seller will be directly liable to Buyer for any violation of Buyers policies
and procedures by an Associated Person in connection with this Contract.
f.

Seller will cooperate in good faith with Buyer in the event of an actual or potential violation
of this Anti-Bribery article, including providing access to its Associated Persons for
interviews at reasonable times and frequency.

g. If Buyer has reason to believe that a breach of any of the representations in this clause has
occurred or may occur, Buyer may withhold further payments under this Contract until it has
received confirmation to its satisfaction that no breach has occurred or will occur, and Buyer

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will not be liable to Seller for any claims related to its decision to withhold payments
pursuant to this Article.

h. For the purpose of this Article:

Associated Person means any person or entity associated with Seller that performs under this
Contract and includes, but is not limited to, Sellers owners, directors, officers, employees, agents
or contractors.

Government Official includes officials or employees of government, state-owned businesses, or

international organizations, and political parties, political candidates, or any person otherwise
acting in an official capacity for or on behalf of a government entity or international organization.

Term means the entire period during which this Contract remains in effect.

ARTICLE 7: CANCELATION CHARGES / TERMINATION TERNINATION BEFORE THE

DURATION OF CONTRACT.
The Seller commits not to unilaterally terminate this Contract. If the Seller violates, the Seller
must return to the Buyers all amounts, money has been received from Buyer (if any), additional
will be penalized 8% of total value of this Contract, besides the Seller will be compensated 100%
of the total value of the Contract for all damages for the Buyer.

Buyer will have the right to unilaterally terminate the Contract if the goods/equipment has not
been in the process of delivery yet.

ARTICLE 8: EXPENSE REIMBURSEMENT:

In case it requires Buyer to reimburse Seller for any expenses it incurs with third parties (if any), Seller
will pass-through those expenses to Buyer at actual cost, with no markup or indirect taxes, reduced by
all applicable discounts, commissions or rebates (reasonably prorated if based on other customers
volumes). Seller will list all such expenses on the invoice and provide original receipts for expenses.
Buyer will pay such expenses only if it has pre-approved them and they comply with Buyers policies
communicated to Seller.
ARTICLE 9: CONFIDENTIALITY:
It is agreed that all details relating to this Contract shall remain strictly confidential. Each party will not
disclose any information relating to the other party or to the conditions negotiated between the two
parties. The Seller commits to protect all information related to the business activities of the Buyer as
well as information relating to this Contract. If the Seller violates, the Seller shall compensate for Buyer
all damages incurred.
ARTICLE 10: ARBITRATION
Parties agree that this Contract and any dispute or claim of whatever nature, whether contractual or
non-contractual, arising out of or in connection with it shall be governed by and construed in
accordance with the laws of Vietnam.
All disputes arising associated with this Contract shall be firstly resolved by discussion and negotiation.
If the dispute is not resolved through those negotiations within 30 (thirty) days from the date of the
dispute arising, such dispute will be settled at the Vietnam International Arbitration Centre (VIAC)
next to the Vietnam Chamber of Commerce and Industry in accordance with its rules of arbitration.
Decisions and rulings of VIAC shall be final and be enforced. Place of arbitration shall be in Ho Chi
Minh City. The Party which loses the case shall bear all the costs of arbitration, including lawyer fees (if
any) incurred by the Party who wins the case.

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ARTICLE 11: OTHER CONDITIONS

Terms and conditions of INCOTERMS 2010 are applicable for this Contract.

This Contract comes into effect from the signing date and expires when both of
parties have fulfilled all duties in this Contract.
Any amendment and or additional clause to the Contract shall be valid only if made
in writing and duly confirmed by both parties.
This Contract is made in English in 04 originals of the same value, 02 for the Buyer
and 02 for the Seller.

FOR THE SELLER

FOR THE BUYER

.......................
.................................

STEPHANE ERIC ELIE GRIPON

General Director

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