UNIT 2: Familiarizing Contract Formats

Làm Quen với các dạng thức HĐ

 2. TOPICAL HIGHLIGHTS
a. Basic Concepts of Contracts
(Các khái niệm cơ bản về HĐ)
b. Main Features of International Business Contracts
(Những đặc điểm của HĐ thương mại quốc tế)
c. Categories of International Business Contracts
(Các loại HĐ thương mại quốc tế)
 THEME PRESENTATION
As stated in the United States Uniform Commercial Code
(U.C.C.), “A contract is a collection of legal rights and
obligations based on the legal model of this ordinance,
which is born from the agreement between the parties
and applies other conditions.”
 a. Basic Concepts of Contracts
A contract is
(1) a legal act: protected and bound by the state; failure to do so will
result in legal liability
Hợp đồng
(2) a legal act; an agreement provided for by law
(3) An agreement between two or more parties
(4) Equal and voluntary conduct
 b. Main Features of International Business Contracts
• Both parties are not of the same nationality.
• The object of the contract is outside or beyond the territory of either
party.
• A legal matter outside the territory of either party.
c. Categories of International Business Contracts
• International sales contract
• International technology transfer contract
• Vietnam - foreign joint venture contract
 • International construction project contract
• Foreign labor service contract
• International Build-Operate-Transfer (BOT) Contract
• Sino-foreign Business Cooperation Contract
• Contracts for International Engineering Projects
• Contracts for Compensation Trade (mậu dịch bù trừ)
• Contracts for Sino-foreign Co-operative Development of Natural
Resources
  Contracts for Foreign Labor Services
 Contracts for Sino-foreign Credits and Loans
 SALES AGREEMENT
This Agreement was made and entered into as of July 1, 2005 by and
between Robert Inc., a New York corporation, incorporated and existing
under the laws of the State of New York, USA, and having its principal
office at East 265, 2nd Street, New York, NY 10022, USA (“Robert”), and
JEX Limited, a Japanese corporation, incorporated and existing under the
laws of Japan, and having its principal office at 3 - 11, Kanda-jimbo-cho,
Chiyoda-ku, Tokyo 101-0051, Japan (“JEX”).
Whereas, Robert has been engaged in the business of manufacturing,
distributing, selling and exporting semiconductors hereinafter more
particularly specified (“Products”);
Whereas, JEX has been engaged in the business of distributing and selling
various types and kinds of semiconductors in Japan and other countries;
Whereas, Robert is willing to export and sell the Products to JEX
subject to the terms and conditions hereof; and
Whereas, JEX is desirous of purchasing the Products from Robert;
NOW, THEREFORE, in consideration of the foregoing and the
obligation hereunder, the parties hereto agree as follows:
 Section 1: Definitions
For purposes of this Agreement, the following terms have the following
meanings, respectively:
a. “Products” means certain semiconductors to be produced and
supplied by Robert in accordance with and subject to the Specifications
b. “Territory” means Japan and other countries agreed upon by Robert
and JEX.
c. “Specifications” means the specifications of the Products described
in Exhibit attached hereto.
 Notes
• “means” : “có nghĩa là” (It should be in present tense)
“shall” means: (formal) used in legal documents
Now, Therefore = Now, in consideration of = Đánh giá, xem
xét
Whereas = Xét thấy
Master Agreement: Hợp Đồng Gốc
 Section 2: Sale of Products
Robert shall sell Jex, and Jex shall purchase from Robert the Products
in accordance with and subject to the terms and conditions set forth
herein
 Section 3. Individual Agreements
The quantity, delivery date and place, and other items necessary for
individual transactions shall be described in the Individual Agreements
to be separately agreed upon by the Parties.
 Section 4. Inspection
Mục 4: Kiểm Tra
Upon arrival of the Products at the port of destination agreed upon in
the Individual Agreements, JEX shall immediately inspect the Products
at its cost and expense. If JEX finds that the Products fail to conform
to the Specifications, JEX shall, within twenty (20) days after the date
of such arrival, give Robert a written notice stating such
nonconformity.
Failure to give such notice to Robert within such period shall constitute
a waiver of JEX’s right to claim, and such Products shall be deemed to
be accepted by JEX.
 Upon arrival: Ngay khi đến.
Twenty (20) days after the date of such arrival: hai mươi (20) ngày sau ngày
số hàng đến.
Failure to give such notice: nếu không gửi thông báo như vậy (bằng văn
bản)
Constitute a waiver of JEX’s right: sựviệc đó có nghĩa là/ được xem như
JEX bỏ quyền của mình.
Be deemed to: có nghĩa là /được cho rằng
 Section 5: Price
The price of the Products to be sold to Jex shall be described in
Exhibit.
Section 6: Payment
Payment Payment shall be made within thirty (30) days after the
completed inspection of the Products under Section 4 hereof, except for
an amount equivalent to the prices of the Products failing such
inspection. Such payment shall be made by remitting to the bank
 Exhibit: tài liệu bổ sung/đính kèm
Except for: ngoại trừ
An amount equivalent to: tổng số tiền tương đương với
On the basis of FOB: theo giá FOB (giá giao lên tàu)
Conclusive evidence: chứng cứ xác nhận
Title to and ownership of: quyền sở hữu.
Title: Quyền sở hữu
At its own expense: do chính --- trả tiền
 Section 7: Shipment
Shipment shall be made at the port of New York, USA on the date fixed
in the Individual Agreements on the basis of FOB, New York. The date
of the Bill of Lading shall be accepted as the conclusive evidence of the
date of shipment.
 Section 8. Title and Risk
The title to and ownership of, and the risk of the Products shall pass
from Robert to JEX at the time when the Products have effectively
passed the ship's rail at the port of New York, USA.
Section 9. Marine Insurance
JEX shall, at its own expense, insure the Products during the trans
portation thereof in an amount of the price plus ten percent (10%)
 Section 10. Representation and Warranty
10.1. Robert represents and warrants that the Products shall conform
to the Specifications. Except as expressly set forth in the preceding
sentence, Robert makes no warranty of merchantability or fitness for
any particular purpose, nor makes other warranties, express or
implied.
10.2 in no event shall Robert be liable for any indirect, incidental,
consequential or punitive damage whether in contract, tort or
Except as expressly set forth in this Agreement: trừ trường hợp được
nêu rõ trong hợp đồng này,
Express or implied: có nghĩa là rõ ràng hay ngụ ý
In no event: (diễn đạt ý) trong mọi trường hợp
Whether in contract, tort or otherwise: dù theo hợp đồng, có phạm lỗi
hay không.
 Section 11. Patent Infringement
Robert shall be responsible and liable to JEX for any infringement,
alleged or otherwise, of any patent, trademark, design, copyright or
other intellectual property rights in the Products in the Territory;
provided, however, that JEX shall be liable for such infringement if
JEX knew or should have known of the possibility of such
infringement at the time when Robert makes the first shipment to JEX.
 Các Điều Khoản Chung
Section 12. Term (thời hạn)
This Agreement shall become effective on the date of execution hereof,
and continue in full force and effect for an indefinite term unless one
party notifies the other party in writing that it intends to terminate this
Agreement at least ninety (90) days prior to the date of such
termination.
 Section 13. Termination
If any one of the following events shall occur to either party, the other
party may forthwith terminate this Agreement:
a. failure to perform any provision of this Agreement, and such failure
not being cured within thirty (30) days after the date of notice thereof
requiring the defaulting party to remedy such failure;
b. insolvency, bankruptcy, liquidation or dissolution, or general
assignment for the benefit of creditors; or
c. issuance of an order for the attachment of a party's assets or
properties.
Assignment: Chuyển nhượng
 Indefinite term: thời hạn không xác định
Failure: vi phạm
Insolvency: phá sản
Issuance of an order for the attachment of assets or property: Lệnh
tịch thu (kê biên) tài sản
 Section 14. Force Majeure
Neither party shall be liable to the other party for failure to perform its
obligations hereunder due to the occurrence of any event beyonp the
reasonable control of such party including, but not limited to,
prohibition of exportation, operation of laws, regulations and orders,
war, riots, strikes, fire, explosion, acts of God or any other similar
cause:
 Section 15. Taxes
JEX shall bear and pay any tax, customs duty or any other charge imposed
on the importation, storage, and distribution and sale of the Products in the
Territory
Section 16. Notice
All notices required or permitted to be given hereunder shall be written, and
be delivered by hand, or sent by registered airmail to the following address,
and shall become effective upon receipt, made by hand, or seven (7)
business days after the date of posting where sent by registered airmail.
 Section 17, Assignment
Neither party may assign, transfer or otherwise dispose of the whole or
part of this Agreement and the rights or obligations hereunder to any
third party without the prior written consent of the other party.
Section 18. Amendment
This Agreement may be modified only by a written agreement signed by
the duly authorized representatives of the parties hereto.
 Duly authorized: có đầy đủ thẩm quyền
Parol evidence rule: Một nguyên tắc pháp lý cấm việc
đưa ra bằng chứng về thỏa thuận bằng miệng trước
hoặc đồng thời mà mâu thuẫn với một hợp đồng
bằng văn bản.
 Section 19. Entire Agreement
This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and, supersedes, cancels and
annuls all prior communications and agreements with regard to the
same.
 Section 20. Settlement of Dispute
Any dispute, controversy and/or difference which may arise between
the parties out of or in relation to this Agreement, or any breach hereof
unless settled by good faith negotiations shall be settled by arbitration
in New York, USA in accordance with the International Arbitration
Rules of the American Arbitration Association. The award thereof shall
be final and binding upon the parties hereto.
 Unless settled by good faith negotiations: nếu không được giải quyết
bằng các cuộc đàm phán có thiện ý
The award thereof: quyết định phân xửlphản quyết của Hiệp hội trọng
tài phân xử
Be final and binding upon the parties hereto: quyết định phân xử đó là
không thể thay đổi được là quyết định cuối cùng và ràng buộc các bên
cổ liên quan tới họp đồng này.
 Section 21. Governing Law
This Agreement shall be governed by, and construed and interpreted
under the laws of the State of New York, USA.
 Governing Law: Luật căn cứ
 Conclusion
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives in
duplicate as of the day and year first above written, each party
retaining one (1) copy thereof, respectively.
IN WITNESS WHEREOF: xác nhận rằng
The End