Hợp đồng dịch vụ song ngữ Anh Việt
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HỢP ĐỒNG NGUYÊN TẮC PRINCIPLE CONTRACT (V/v: Mua bán) (Related to: Buying and Selling) giữa between ………………………………………. và and ……………………………………….. Hợp đồng số: …….. Contract No.:…………….. Hôm nay, ngày ……tháng ……năm ……., tại …….., chúng tôi gồm: Today,………….., in ………………., we include:
Các bên sau đây được gọi chung là “các Bên” The Parties hereinafter collectively referred to as “the Parties”. Sau khi thảo luận, các Bên đã thỏa thuận và thống nhất ký kết Hợp đồng nguyên tắc về việc mua bán hàng hóa này (sau đây được gọi là “Hợp Đồng”) với những điều kiện và điều khoản như sau: After discussing, the Parties have agreed to sign this Principal Contract related to buying and selling goods (hereinafter referred to as “Contract”) with the following terms and conditions: ĐIỀU 1. HÀNG HÓAARTICLE 1. GOODS
Party B agrees to buy and Party A agrees to sell to Party B goods specified in Annex I attached to this Contract (hereinafter referred to as “Goods”)
The transactions are made based on purchasing plans and purchase orders (“Purchase Order”) which are signed by authorized person and stamped by Party B and confirmed by Party A.
Quantity of the Goods is determined based on Party B’s Purchase Order sent to Party A.
Party A shall pack and supply the Goods in accordance with industry standards, quality, functionality, expiry date as declared or registered to the authorities.
Bên A sẽ thực hiện các hạng mục dưới đây miễn phí cho Bên B: Party A will provide Party B below services free of charge:
To consult to select the suitable product in case Party B has requirement to change.
To guide Party B in using the Goods when requested.
To solve other arisen problems regarding to the Goods. ĐIỀU 2. PHƯƠNG THỨC ĐẶT HÀNG, GIAO NHẬNARTICLE 2. MODE OF ORDER, DELIVERY
When have requirement for, Party B will send Party A Purchase Order (as Annex 02 attached to this Contract) in which stipulated clearly quantity, delivery date. Before the ……….th day of each month, Party B will send Party A the forecast (“Order Forecast”) for the next ………..months. Party A has responsibility to keep in stock the Goods as informed in Order Forecast and supply goods for the Purchase Order received from Party B.
In case Party A cannot supply all Goods as Purchase Order and Order Forecast after receiving Order Forecast from Party B, Party A is obliged to indemnify Party B for the amount corresponding to the insufficient quantities of Goods.
Party A shall confirm the Purchase Order to Party B by mail within ______ working days since receiving the official Purchase Order from Party B. In case Party A cannot confirm the Purchase Order within _____days after receiving Purchase Order, Article 6(6.3.8) will be applied for this case.
The Parties may agree to change the content of the confirmed Purchase Order and/or the Order Forecast on a case-by-case basis. Related arising cost (if any) will be charged by the Party who causes the change.
Time of Delivery: Party A delivers the Goods to Party B ……….. working days from the date of receiving Purchase Order from Party B and Party B has provided Party A with the Order Forecast as Article 2(2.1.1) of this Contract.
Place of Delivery: Goods is delivered to_______. Party A is responsible to deliver the Goods to the Place of delivery. Party B is responsible for receiving, checking the Goods.
Delivery method: Goods is delivered based on Party B’s Purchase Order and Order Forecast.
Documents: Party A shall provide Party B with the following documents at the time of Goods delivery:
The value stated on invoices and delivery notes in the prescribed form is legal basis for the Parties to confirm liabilities and payments during the implementation of this Contract.
In case Party A delays the delivery of the Goods ……….. from the date Party A confirms Purchase Order without Force Majeure, Party B has right to refuse receiving the Goods or cancel Purchase Order. In this case, Party A shall bear all the expense related to the delay of delivery, including but not limited to, the expenses of Party B to indemnify a related third party arising out of Party A's delay in delivery, the expenses of Party B to pay for finding new supplier to keep up the pace with third party. For clarification, the Goods quantity in this cancelled Purchase Order will be deducted from the quantity that Party B undertake to purchase in Order Forecast. ĐIỀU 3. GIÁ CẢ VÀ PHƯƠNG THỨC THANH TOÁNARTICLE 3. PRICE AND PAYMENT
Both Parties agree to use _________ to be curency for payment.
Party A takes in charge of fully delivering invoices and other documents related to these Goods supplied to Party B. Party B takes in charge of making payment to Party A on _____th mothly for every invoice issued from 1st to 15th of previous month and on ______th monthly for every invoice issued from 16th to 31st of previous month after receiving all duly invoices and documents from Party A. In case Party A violates the obligation to provide invoices and other documents for Party B, Party B has the right to suspend payment until receiving all duly invoices and documents and shall not bear any penalty or material responsibility for the payment suspension.
Payment method: transfer to bank account of Party B with specific information as follows: ĐIỀU 4. BẢO HÀNHARTICLE 4. WARRANTY
Party A shall supply conforming Goods as agreed between the Parties.
In case the Goods quality are found defectiveness by Party B during initial checking or in the process of using the Goods, provided that it is due to Party A’s fault, Party A shall bear responsibility to replace the Goods and bear all related arising cost including but not limit to transportation cost, warehouse cost, manpower cost and other related expenses…, except for any other agreement in writing by both Parties. ĐIỀU 5. TRÁCH NHIỆM CỦA MỖI BÊNARTICLE 5. RESPONSIBILITY OF EACH PARTY
Both Parties undertake to fulfill the obligations which are commited with the other Party. Either Party who delays the implementation or fails to fulfill the obligations in accordance with regulations will be subject to penalty on its obligations as items 6.2 and 6.3 as followings and compensate damages arising in accordance with the law.
Assigning person in charge to receive and supervise Goods from Party A at Delivery.
Fulfilling payment on time in accordance with Article 3 of this Contract.
Strickly following technical process given by Party A and agreed by both Parties. Party B is responsible for any detoriation in quality and defectness in quality of the Gooods and any related damages in case Party B fails to comply with technical process in preservance and usage of the Goods.
Immediately inform Party A for the arisen problem regarding to quality, kind of product during production and in co-ordination with Party A for quick solving the problem.
Reserving and supplying Goods timely with proper quantity, category and quality based on Party B’s requirements which have been confirmed in Purhase Order and Order Forecast in accordance with Article 2 and Annex I attached to this Contract.
Being responsible for transportation and legal procedures with authorities to deliver Goods according to the Contract. Providing invoices and other related documents to Party B.
Being responsible for supplying the Goods to meet all technical specifications that Party A introduces to Party B. Any change of the Goods must be informed to Party B and get approval in writing by Party B before delivery.
Guiding Party B in using the Goods when requested.
To immediately send techniciants to Party B’s warehouse to amend and identify causes for incidents incurred while Party B using goods from Party B;
To amend incidents and compensate for any damages caused by quality of goods;
Further responsibilities (if any) stipulates by Contracts and applicable laws;
Penalty of late delivery: In case of late delivery versus committed delivery schedule as confirmed in the Contract and as confirmed in the Purchase Order, Party A shall pay to Party B a penalty equivalent to 08 % of total value of the late-delivered Goods for every week of late delivery. ĐIỀU 6. CHUYỂN GIAO QUYỀN SỞ HỮUARTICLE 6. TRANSFER OF PROPERTY
Party A must deliver to Party B the Goods specified in Article 1 of this Contract free from any right or claim of a third person.
If the Goods specified in Article 1 of this Contract are subject to a right or claim of a third person, Party B shall notify Party A of such right or claim and request that the other goods free from all rights and claims of third persons be delivered to it by Party A without any additional expense to Party B.
If Party A complies with a request made under item 7.2 of this Article, and Party B nevertheless suffers a loss, Party B may claim damages. ĐIỀU 7. THỜI HẠN CỦA HỢP ĐỒNGARTICLE 7. DURATION OF CONTRACT
The Contract will remain in force ______years from the date of signing, unless it is terminated before expiry date according to the terms and conditions of this Contract or related law.
This Contract is automatically extended with period of _____ years for each extension since the expired date of previous period in case there is no discontinue notice latest 1 month before expired date of the Contract. ĐIỀU 8. CHẤM DỨT HỢP ĐỒNGARTICLE 8. TERMINATIONHợp Đồng này chấm dứt trong các trường hợp sau: This Contract shall terminate upon:
Parties agrees on the termination of the Contract.
One Party may terminate this Contract by prior written notice sent to the other Party anytime in either of the following circumstances:
If a Party violates any provision of this Contract and the violation cannot be overcomed or the violation can be overcomed but later than ______working days since receiving notice from the violated Party.
In case the other side is in bankruptcy, dissolvement, doesn’t have ability for payment, under control, management of any debt solvment case or any other equivalent procedures (either volunteer or not).
The Fource Majoure extend beyond the time limit specified in Article 11.4 of this Contract;
In case this Contract is terminated or expired according to item 9.2 Article 9, any Party’s responsibilities happen before the Termination including validity Purchase Order shall be implemented unless there is acceptance in written by both Parties. ĐIỀU 9. BỒI THƯỜNG THIỆT HẠIARTICLE 9. DAMAGES
Any violation of rights and obligations specified in this Contract shall be deemed a breach of Contract and the violating Party shall remedy the entire breach within the duration requested by the violated Party. The violating Party shall have to bear both the fines against contract violations and the compensation for damage
Fines against contract violations: Party A shall have to bear a fine against contract violations at the rate of 8% of the value of Purchase Order in breach caused by any failure to perform or delay in performing any obligations of Party A and/or obligations under this Contract.
Compensation for damage: Party A shall indemnify for all damages and direct losses arising from such breach caused to Party B and Party B is entitled to terminate the Contract ahead of time by sending a written notice to Party A without any indemnifying to Party A or any penalties provided herein. ĐIỀU 10. BẤT KHẢ KHÁNGARTICLE 10 FORCE MAJEURE
In case of force majeure, including but not limited to disaster, fires, floods, explosion, riots, wars, hurricane, sabotage terrorism, vandalism, accidents, restraint of government, government acts, injunctions (“Fore Majeure”), despite such Party’s reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party’s failure to perform its obligation under this Contract.
The violation of this Contract by one Party caused by Force Majeure will not be the reason for the Contract termination of the other Party. However, the Party affected by Force Majeure should have reasonable solutions and alternative vital methods for controlling damage caused by Force Majeure. And announce the other Party about the Force Majeure within 07 days since the Force Majeure happens.
In case of Force Majeure, the duration of Contract will be lengthened equal to the time of Force Majeure when affected Party cannot comply with the Contract.
In case the Fource Majoure last over thirty (30) days, the unaffected Party has right (but not responsibility) to terminate unilateraly this Contract and affected Purchase Order, Forecas by written notice to the other Party. ĐIỀU 11. GIẢI QUYẾT TRANH CHẤPARTICLE 11. DISPUTE RESOLUTION
Any dispute arising out of or in connection with this Contract shall be firstly resolved by negotiation between the Parties in good faith.
In case the Parties fail to reach any agreement by negotiating, either Party may submit such dispute to the competent Arbitration for a settlement. Mọi tranh chấp phát sinh từ hoặc liên quan đến Hợp Đồng này sẽ được giải quyết tại Trung Tâm Trọng Tài Quốc Tế Việt Nam (VIAC), bên cạnh Phòng Thương Mại và Công Nghiệp Việt Nam theo quy tắc tố tụng của Trung Tâm này. Số lượng trọng tài viên là 03 người. Việc xét xử trọng tài sẽ được tiến hành tại Việt Nam. Ngôn ngữ trọng tài là tiếng Anh. All disputes arising out of or in relation to this Contract shall be settled by Vietnam International Arbitration Centre (VIAC) at the Vietnam Chamber of Commerce and Industry in accordance with its rules of arbitration. The number of arbitrators is 03 persons. Arbitration shall take place in Vietnam. Arbitration language is English.
This Contract and any dispute or claim arising out of or in connection with the Contract (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Vietnam.
During the time of conflict or dispute, the Parties shall continue to perform their obligations under this Contract, except for the obligation being contested. ĐIỀU 12. CÁC THỎA THUẬN KHÁCARTICLE 12. OTHER AGREEMENTS
The Parties undertake to comply with the provisions of this Contract.
Any notice for this Contract is considered to be proposed and received (i) when have signature from the receiving Party (Receiver or Receiving representative) in case sending directly by EMS; or (ii) when receiver receives the document from fascimacile and confirmed sucesfully receiving in case sending by fascimacile; or (iii) when have email confirmation from the receiver in case sending by email.
Any amendment to any provision of this Contract must be in writing, signed by the authorized representative of the Parties and be deemed to be an integral part of the Contract.
This Contract takes effect from its signing date and is made into two (02) originals in Vietnamese and English of equal legal value. Each Party shall keep one (01) original.
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