International Sales Contract for Electronic Components

Note: The information in this contract has been modified to ensure confidentiality.
PARTIES:
Seller​
Company Name: ITC Trading Co., Ltd.​
Legal Form: Limited Liability Company (LLC)​
Nationality and Business Registration Number: Vietnam, 123456789​
Address: 123 Nguyen Trai Street, Hanoi, Vietnam​
Phone: +84 24 12345678 | Fax: +84 24 87654321 | Email: contact@[Link]​
Representative: Mr. John Nguyen, Director
Buyer​
Company Name: Global Supply Inc.​
Legal Form: Limited Liability Company (LLC)​
Nationality and Business Registration Number: Australia, ABN 987654321​
Address: 456 Collins Street, Melbourne, Australia​
Phone: +61 3 98765432 | Fax: +61 3 23456789 | Email: sales@[Link]​
Representative: Ms. Emily Brown, Procurement Manager
From now on referred to as "The Parties."

1. Goods
1.1. The Seller agrees to deliver the following goods to the Buyer as agreed upon in this
contract.
1.2. Description of Goods: Electronic components (semiconductors, circuit boards)
meeting the specifications outlined in Annex 1.
1.3. Quantity:
●​ Total quantity: 10,000 units
●​ Delivery per batch: 2,500 units
●​ Allowable tolerance: ± 2%
1.4. Inspection of Goods: Quality control inspection by SGS Vietnam at the point of
departure. Costs will be borne by the Seller.​
1.5. Packaging: Goods will be packaged in shock-proof cartons suitable for international

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shipping.​
1.6. Other Details: None.
2. Delivery
2.1. Incoterms 2020 will apply.​
2.2. Delivery Location: Port of Melbourne, Australia​
2.3. Delivery Date: 15 February 2025​
2.4. Carrier: DHL Freight Services​
2.5. Other Delivery Terms: Goods must be accompanied by all required export permits
and customs clearance documents.
3. Price
3.1. Total Price: USD 500,000​
3.2. Unit Price: USD 50 per unit​
3.3. Amount in Words: Five Hundred Thousand U.S. Dollars​
3.4. Currency: USD​
3.5. Pricing Method: Fixed price per unit.
4. Payment Conditions
4.1. Payment Method: Irrevocable Letter of Credit (L/C)​
4.2. Bank Account Details of Seller: Vietcombank, Account No. 123456789, SWIFT
Code: BFTVVNVX​
4.3. Payment Term: 50% payment upon contract signing, 50% payment within 30 days
after delivery
5. Documents
The Seller will prepare and provide the following documents to the Buyer:
●​ Commercial Invoice (2 copies)
●​ Transport Document (Bill of Lading)
●​ Packing List (2 copies)
●​ Insurance Certificate
●​ Certificate of Origin (issued by the Vietnamese Chamber of Commerce)
●​ Quality Inspection Certificate
●​ Customs Clearance Documentation

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6. Buyer's Failure to Fulfill Payment Obligations
6.1. If the Buyer fails to make payment on time, the Seller will grant an extension of 14
days. If payment is not made within the extended period, the Seller may terminate the
contract under Clause 11.​
6.2. The Seller may also charge interest on the unpaid amount at an annual rate of 5%
until payment is made.
7. Seller's Failure to Fulfill Delivery Obligations
7.1. If the Seller fails to deliver the goods on time, the Buyer will grant an extension of
15 days. If delivery is not made within the extended period, the Buyer may terminate the
contract under Clause 10.​
7.2. If delivery is delayed, the Buyer may claim compensation at a rate of 0.5% of the
goods' value for each day of delay, up to a maximum of 10% of the total contract value.
8. Non-Conformity
8.1. The Buyer must inspect the goods within 7 days of delivery and notify the Seller of
any non-conformity.​
8.2. Failure to notify the Seller within 30 days will result in the Buyer's loss of rights to
claims related to non-conformity.
9. Transfer of Ownership and Risk
9.1. Ownership of the goods will transfer from the Seller to the Buyer upon full payment
of the contract price.​
9.2. Risk of loss or damage will transfer from the Seller to the Buyer at the point of
delivery as defined by the Incoterms 2020 agreed upon (Port of Melbourne, FOB).
10. Force Majeure
10.1. Neither party will be liable for any failure or delay in fulfilling their obligations due
to events beyond their control, including but not limited to natural disasters, acts of war,
government restrictions, or labor strikes.​
10.2. The affected party must notify the other party in writing within 5 days of the event
and provide supporting evidence.​
10.3. If the force majeure event continues for more than 60 days, either party may
terminate the contract without penalty.

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11. Termination
11.1. Either party may terminate this contract in the following situations:
●​ Material breach of contract terms
●​ Insolvency or bankruptcy of the other party​
11.2. Notice of termination must be provided in writing 14 days in advance.​
11.3. Upon termination, the Seller must refund any payments made for
undelivered goods, and the Buyer must return any goods already received, if
applicable.
12. Dispute Resolution
12.1. Any disputes arising from this contract will be resolved through negotiation
between the parties.​
12.2. If negotiation fails, disputes will be submitted to the Vietnam International
Arbitration Centre (VIAC) under its rules.​
12.3. The language of arbitration will be English, and the decision will be final and
binding on both parties.
13. Governing Law
13.1. This contract is governed by and construed in accordance with the United Nations
Convention on Contracts for the International Sale of Goods (CISG) and supplementary
Vietnamese law.
14. Confidentiality
14.1. Both parties agree to keep all information related to this contract confidential,
except when required by law or regulatory authorities.​
14.2. Disclosure to third parties is permitted only with prior written consent from the
other party.
15. Notices
15.1. All notices related to this contract must be in writing and delivered by registered
mail or email.​
15.2. Contact details for notices are as follows:
●​ Seller: contact@[Link]
●​ Buyer: sales@[Link]

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16. Miscellaneous
16.1. Amendments: Any amendments to this contract must be agreed upon in writing by
both parties.​
16.2. Severability: If any provision of this contract is found to be invalid or
unenforceable, the remaining provisions will remain valid.​
16.3. Entire Agreement: This contract represents the entire agreement between the
parties and supersedes all previous negotiations or agreements.

Signatures
Seller​
Signature: ___________________________​
Name: John Nguyen​
Title: Director​
Date: ____________
Buyer​
Signature: ___________________________​
Name: Emily Brown​
Title: Procurement Manager​
Date: ____________