INTERNATIONAL PAYMENT

School of Banking and Finance

PhD. Luong Thi Thu Hang
OBJECTIVES

 To understand the scope and underground of activities in

international trade payments, legal aspects of international trade
payments, and payment terms and conditions in international sale
contracts.
 To understand means of payment and commercial documents in
worldwide practice of international trade payments.
 To understand payment methods in international trade.
2
 CONTENT
Overview of International Trade and Payment
International commercial terms
Commercial Documents in International Trade

Means of Payment in International Trade

Payment methods in International Trade

Financing International Trade

Risks in International Payment

 REFERENCE
 Textbook International Payment – Nguyen Van Tien – Statistics Publisher
 Textbook International Trade Payments and Export-Import Financing –
Nguyen Van Tien – Statistics Publisher
 Uniform Law of Bill of Exchange (ULB); Uniform Law of Cheque (ULC)
 The Uniform Customs and Practice of Documentary Credits, ICC Publication
No 600 (UCP 600)
 The Uniform Rules for Collection, ICC Publication No 522 (URC 522)
 The International Commercial Terms, ICC Publication (Incoterms 2010)
 CHAPTER 1
OVERVIEW OF INTERNATIONAL
TRADE AND PAYMENT
 What is trade?

 International trade involves the buying and selling of goods and services
across international boundaries.
 Countries sell goods and services produces domestically to buyers abroad –
exports.
 Countries buy goods and services from other countries for domestic use –
imports.
 Specialization: occurs when an individual, firm or country concentrates
production on one or a few goods and services.
 Absolute Advantage
 From 18th – century, the economist Adam Smith, who was considered to be the
“Father of Classical Economics”, was a strong believer in the principle that
specialization and free trade can make all countries better off.

 To explain this, he formulated the theory of absolute advantage.

 Absolute advantage refers to the ability of one country to produce a good using
fewer resources than another country.

 According to the theory of absolute advantage, if countries specialize in and export

the good in which they have an absolute advantage (can produce with fewer
resources), the result is increased production and consumption in each country.
 Absolute Advantage
 Consider a simple world economy of two countries Coffenia
and Robotia, that produce coffee and robots.

 In Table 1, columns 1 and 2 show the quantities of coffee and

robots that one worker in one day can produce in Coffenia and
in Robotia, if they produce only coffee or only robots .

Q: Which country has an absolute advantage in coffee? Which

country has an absolute advantage in robot?
Absolute Advantage
 The theory of comparative advantage
• Comparative advantage: a country has a comparative advantage in the
production of a good if it can produce it at a lower opportunity cost
than another country.

• Theory of comparative advantage: if two or more countries specialize

in producing and exporting the goods in which they have a lower
opportunity cost (=greater comparative advantage), they will enjoy
increased production and consumption of the goods.
 The theory of comparative advantage
• Consider a simple world economy of two countries, Cottonia and
Microchippia, producing cotton and microchips
 The formation and development of
International Trade

Comparing purchase power between currencies

Goods and Services

Exchange between Nations

The difference Comparative

Diversity in
Natural condition Demand in science and advantage
differences technology
consumption
development
 Lịch sử phát triển của thương mại quốc tế

Silk Road: An important part of the history of world trade

International Trade System
1. Merchant
- Merchant played the central role of sales.
- Before 10th century, they went to sea & took risks
[Link]
- From 10th century, they go to sea less.
- Professional transportation system and financial intermediaries entered
to International Trade System.
International Trade System
2. Financial Intermediaries
(?) What are the roles of financial intermediaries in International Trade?
 OPERATION OF COMMERCIAL BANK

OPERATION OF DOMESTIC BANK OPERATION OF INTERNATIONAL BANK

Capital mobilizing International Payment

Domestic Credit Foreign Exchange Trading

Portfolio Investment Foreign Trade Financing

Domestic Payment International Credit

Other Services
International Trade System
3. Law
- International trade law includes the appropriate rules and customs for
handling trade between countries.
- International trade law is a very complex and an ever expanding area. There
are basically three levels of international trade relationships: unilateral
measures (national law), bilateral relationships (Canada-United States Free
Trade Agreement), and multilateral arrangements (GATT/WTO).
International Trade System
4. Insurance
- The insurance industry was born in Babylon, Egypt around 1700 BC
and marine insurance is the first insurance.
- Marine insurance covers the physical loss or damage of ships, cargo,
terminals, and any transport by which the property is transferred,
acquired, or held between the points of origin and the final destination.
 INTERNATIONAL PAYMENT

What is international payment?

Who participates in international payment?

What are the characteristics and roles of international payment

payment? payment activities?
Which laws regulate international
 INTERNATIONAL PAYMENT
International Payment is the payment activity
between residents and non-residents, includes:

- Trade Payment

- Non-Trade Payment
 INTERNATIONAL PAYMENT

Exporter

Importer

Participants Bank

Transporter

Insurance
Company
 INTERNATIONAL PAYMENT
To be conducted through the banks on the basic of foreign
1
trade contract and international currency exchange

Involving many economic actors from many

2 countries and many difference currencies
Characteristics
Facing to many types of risk including: trade risk
3
and payment risk

Complying with international laws and practices

4
on international payment
 INTERNATIONAL PAYMENT
International Laws and Practices on international payment
o International Laws and Conventions
1. United Nation Convention on Contracts for International Sale of Goods 1980
2. Convention Providing a Uniform Law for Bills of Exchange (Geneva, 1930)
3. Convention Providing a Uniform Law for International Cheque (Geneva, 1931)
4. United Nation Convention on International Bill of Exchange and Promissory
Note
5. International Laws and Conventions on Transportation and Insurance
6. Bilateral and Multilateral Agreements
o International Practices
1. International Commercial Terms (Incoterms)
2. Uniform Customs and Practice of Documentary Credits (UCP)
3. Uniform Rules for Collection(URC)
4. Uniform Rules for Bank to Bank Reimbursement (URR)
 INTERNATIONAL PAYMENT
International Laws and Practices on international payment
o National Laws
1. The Civil Code Law
2. Law of Commerce
3. Foreign Exchange Ordinance
4. Negotiable Instruments Law
 INTERNATIONAL PAYMENT

Economy
- Enhancing export
and import
- Attracting foreign
investment
The Bank - Developing
roles domestic services
- Promoting
international
Export and integration
Import
Enterprises
 INTERNATIONAL PAYMENT

Economy
- Increasing
profits for banks
- Diversifying the
The banking services
Bank - Expanding the
roles banking network.
- Improving
bank’s
competitiveness
Export and
Import
Enterprises
 INTERNATIONAL PAYMENT

Economy
- To help
transactions (the
sellers receive
The money and the
Bank buyers receive
roles goods) can take
place quickly,
safely and
economically.
Exporter
and
Importer
28
- A sale contract is a legal contract. It is a contract for the
exchange of goods, services or property that are the subject of
exchange from the seller to buyer for an agreed upon value in
money (or money equivalent) paid or the promise to pay same.
- The contract should, at a minimum, identify the seller and
buyer, the quantity and type of product, delivery time, price
and conditions of payment.

29
 Purposes of sale contract

• To be used as the basis for the parties to perform their obligations

• To be used to resolve disputes and litigations

• To be used to carry out procedural work (customs declaration,

certificate of origin v.v…)
What are the differences between domestic
sale contract and international sale contract?
 Characteristics of International sale contract
• Most of goods are moving out of national borders
• Currency which is used in payment may be from seller’s country, buyer’s
country or third country
• Two parties have the place of business in different countries
• Both national law and international law are applied
(?) Is the sale contract between French company and German company is
international sale contract
• The international sale contract will reference the governing body of law, the forum
where any disputes are to be resolved and the method of dispute resolution, such
as arbitration as opposed to litigation.
• For the international sale of goods, the body of law will often be the UN
Convention on Contracts for the International Sale of Goods (CISG), known as
Vienna Convention.
• Contracts for the international sale of goods should also indicate the terms of sale,
preferably one of the 11 Incoterms.
MODEL INTERNATIONAL SALE CONTRACT
CONTRACT
No:
Date:
Between: The seller (Address, telephone, fax,…)
And: The buyer (Address, telephone, fax,…)
Both parties have agreed to sign this contract with the following terms and
conditions:
1. Commodity 7. Packing and marking
2. Quality 8. Warranty
3. Quantity 9. Insurance
4. Price 10. Claim
5. Shipment 11. Force majure
6. Payment 12. Penalty
13. Arbitration
This contract is made in 4 English originals. Each party keeps 2 of equal
value. This contract comes into effect from signing date. Any amendment and
additional clause shall be valid only if made in written form and confirmed by
both parties.
For seller For Buyer 34
 Phần mở đầu CONTRACT FOR THE PURCHASE AND SALE OF RICE
 số hiệu hơp đồng No. 007/VNF/20…
 Ngày kí kết hợp đồng Date : November 4th,2007
Between ELLEN LIMITED
 Bên A
Flat A. 3/F Causeway Tower
 Bên B
16 – 22 Causeway Road
 Phần nội dung của hợp Causeway Bay HONGKONG
đồng Tel: xxx Fax: xxx
1) Hàng hoá Telex: 61533 WSGTC HK
2) Chất lượng hàng hoá Hereinafter called the Buyer
3) số lượng And
4) Giá HANOI FOOD EXPORT IMPORT COMPANY
5) Vận tải 40 Hai Ba Trung Street, Hanoi, VIETNAM
Tel: xxx Fax: xxx
6) Quy định về đóng gói
Hereinafter called the Seller
7) Bảo hiểm
The two parties have agreed to sgn this contract covering the following terms and conditions:
8) Kiểm tra và khử trùng ( Or It has been mutually agreed to the sale and purchase of rice on the terms and conditions
as follows:)

[Link] Company Logo

 Phần mở đầu CONTRACT FOR THE PURCHASE AND SALE OF RICE
 số hiệu hơp đồng No. 007/VNF/20…
 Ngày kí kết hợp đồng Date : November 4th,2007
Between ELLEN LIMITED
 Bên A
Flat A. 3/F Causeway Tower
 Bên B
16 – 22 Causeway Road
 Phần nội dung của Causeway Bay HONGKONG
hợp đồng Tel: xxx Fax: xxx
1) Hàng hoá Telex: 61533 WSGTC HK
2) Chất lượng hàng hoá Hereinafter called the Buyer
3) số lượng And
4) Giá HANOI FOOD EXPORT IMPORT COMPANY
5) Vận tải 40 Hai Ba Trung Street, Hanoi, VIETNAM
Tel: xxx Fax: xxx
6) Quy định về đóng gói
Hereinafter called the Seller
7) Bảo hiểm
The two parties have agreed to sign this contract covering the following terms and
8) Kiểm tra và khử trùng conditions:
( Or It has been mutually agreed to the sale and purchase of rice on the terms and
conditions as follows:)

[Link] Company Logo

 Phần mở đầu CONTRACT FOR THE PURCHASE AND SALE OF RICE
 số hiệu hơp đồng No. 007/VNF/20…
 Ngày kí kết hợp đồng Date : November 4th,2007
Between ELLEN LIMITED
 Bên A
Flat A. 3/F Causeway Tower
 Bên B
16 – 22 Causeway Road
 Phần nội dung của Causeway Bay HONGKONG
hợp đồng Tel: xxx Fax: xxx
1) Hàng hoá Telex: 61533 WSGTC HK
2) Chất lượng hàng hoá Hereinafter called the Buyer
3) số lượng And
4) Giá HANOI FOOD EXPORT IMPORT COMPANY
5) Vận tải 40 Hai Ba Trung Street, Hanoi, VIETNAM
Tel: xxx Fax: xxx
6) Quy định về đóng gói
Hereinafter called the Seller
7) Bảo hiểm
The two parties have agreed to sgn this contract covering the following terms and
8) Kiểm tra và khử trùng conditions:
( Or It has been mutually agreed to the sale and purchase of rice on the terms and
conditions as follows:)

[Link] Company Logo

 Phần mở đầu CONTRACT FOR THE PURCHASE AND SALE OF RICE
 số hiệu hơp đồng No. 007/VNF/20…
 Ngày kí kết hợp đồng Date : November 4th,2007
Between ELLEN LIMITED
 Bên A
Flat A. 3/F Causeway Tower
 Bên B
16 – 22 Causeway Road
 Phần nội dung của Causeway Bay HONGKONG
hợp đồng Tel: xxx Fax: xxx
1) Hàng hoá Telex: 61533 WSGTC HK
2) Chất lượng hàng hoá Hereinafter called the Buyer
3) số lượng And
4) Giá HANOI FOOD EXPORT IMPORT COMPANY
5) Vận tải 40 Hai Ba Trung Street, Hanoi, VIETNAM
Tel: xxx Fax: xxx
6) Quy định về đóng gói
Hereinafter called the Seller
7) Bảo hiểm
The two parties have agreed to sign this contract covering the following terms and
8) Kiểm tra và khử trùng conditions:
( Or It has been mutually agreed to the sale and purchase of rice on the terms and
conditions as follows:)

[Link] Company Logo

 Phần mở đầu HANOI FOOD EXPORT IMPORT COMPANY
 số hiệu hơp đồng 40 Hai Ba Trung Street, Hanoi, VIETNAM
 Ngày kí kết hợp đồng Tel: xxx Fax: xxx
Hereinafter called the Seller
 Bên A
The two parties have agreed to sign this contract covering the following terms
 Bên B and conditions:
 Phần nội dung của ( Or It has been mutually agreed to the sale and purchase of rice on the terms
hợp đồng and conditions as follows:)
1) Hàng hoá 1. Commodity: Vietnam White Rice
2) Chất lượng hàng hoá …………………………………
…………………………………
3) số lượng
13. Other terms:
4) Giá
Any amendment of the terms and conditions of this contract must be agreed by
5) Vận tải both sides in writing.
6) Quy định về đóng gói This contract is made in 06 originals in English language, three for each party
7) Bảo hiểm This contract is subject to the Buyer’s final confirmation by telex (June 18th, 20…
8) Kiểm tra và khử trùng latest).
Made in Hanoi, on 9th June, 20…
FOR THE SELLER FOR THE BUYER

[Link] Company Logo

 Phần mở đầu HANOI FOOD EXPORT IMPORT COMPANY
 số hiệu hơp đồng 40 Hai Ba Trung Street, Hanoi, VIETNAM
 Ngày kí kết hợp đồng Tel: xxx Fax: xxx
Hereinafter called the Seller
 Bên A
The two parties have agreed to sgn this contract covering the following terms and
 Bên B conditions:
 Phần nội dung của ( Or It has been mutually agreed to the sale and purchase of rice on the terms and
hợp đồng conditions as follows:)
1) Hàng hoá 1. Commodity: Vietnam White Rice
2) Chất lượng hàng hoá 2. Specification:
- Brokens: 35% max
3) số lượng
- Moisture:
4) Giá
- Foreign matter:
5) Vận tải
- Crop: 20… – 20…
6) Quy định về đóng gói 3. Quantity: 100.000MT more or less 5% at Seller’s option
7) Bảo hiểm 4. Price: 2USD xxx per metric ton, net for April June 20.. Shipments, (xxx USD/MT)
8) Kiểm tra và khử trùng a. Dunnage, bamboomat for Ship owner’s/ Buyer’s account
b. Shore tally to be at Seller’s account
c. Vessel tally to be at Buyer’s/Ship owner’s account
d. All export duties and taxes levied in the country of destination and
outside Vietnam shall be for Buyer’s account.

[Link] Company Logo

 Phần mở đầu The two parties have agreed to sgn this contract covering the following terms and
conditions:
 số hiệu hơp đồng
( Or It has been mutually agreed to the sale and purchase of rice on the terms and
 Ngày kí kết hợp đồng conditions as follows:)
 Bên A 1. Commodity: Vietnam White Rice
 Bên B 2. Specification:
 Phần nội dung của - Brokens: 35% max
hợp đồng - Moisture:
1) Hàng hoá - Foreign matter:
2) Chất lượng hàng hoá - Crop: 20… – 20…
3. Quantity: 100.000MT more or less 5% at Seller’s option
3) số lượng
4. Price: 2USD xxx per metric ton, net for April June 20..
4) Giá
Shipments, (xxx USD/MT)
5) Vận tải
a. Dunnage, bamboomat for Ship owner’s/ Buyer’s account
6) Quy định về đóng gói b. Shore tally to be at Seller’s account
7) Bảo hiểm c. Vessel tally to be at Buyer’s/Ship owner’s account
8) Kiểm tra và khử trùng d. All export duties and taxes levied in the country of destination and
outside Vietnam shall be for Buyer’s account.
5. Time of shipment: 20 – 25 days after L/C opening date

[Link] Company Logo

 số hiệu hơp đồng 2. Specification:
 Ngày kí kết hợp đồng - Brokens: 35% max
 Bên A - Moisture:
- Foreign matter:
 Bên B
- Crop: 20… – 20…
 Phần nội dung của
3. Quantity: 100.000MT more or less 5% at Seller’s option
hợp đồng
4. Price: 2USD xxx per metric ton, net for April June 20..
1) Hàng hoá Shipments, (xxx USD/MT)
2) Chất lượng hàng hoá a. Dunnage, bamboomat for Ship owner’s/ Buyer’s account
3) số lượng b. Shore tally to be at Seller’s account
4) Giá c. Vessel tally to be at Buyer’s/Ship owner’s account
5) Vận tải d. All export duties and taxes levied in the country of destination and
outside Vietnam shall be for Buyer’s account.
6) Quy định về đóng gói
5. Time of shipment: 20 – 25 days after L/C opening date
7) Bảo hiểm
6. Packaging: Rice to be packed in single new jute bags of 50 kgs net each, about 50.6
8) Kiểm tra và khử trùng kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough, handling
and sea transportation. The Seller will supply 0.2% of new jute bags, free of charge, out
of quantity of bags shipped.

[Link] Company Logo

 số hiệu hơp đồng 2. Specification:
 Ngày kí kết hợp đồng - Brokens: 35% max
 Bên A - Moisture:
- Foreign matter:
 Bên B
- Crop: 20… – 20…
 Phần nội dung của
3. Quantity: 100.000MT more or less 5% at Seller’s option
hợp đồng
4. Price: 2USD xxx per metric ton, net for April June 20..
1) Hàng hoá Shipments, (xxx USD/MT)
2) Chất lượng hàng hoá a. Dunnage, bamboomat for Ship owner’s/ Buyer’s account
3) số lượng b. Shore tally to be at Seller’s account
4) Giá c. Vessel tally to be at Buyer’s/Ship owner’s account
5) Vận tải d. All export duties and taxes levied in the country of destination and
outside Vietnam shall be for Buyer’s account.
6) Quy định về đóng gói
5. Time of shipment: 20 – 25 days after L/C opening date
7) Bảo hiểm
6. Packaging: Rice to be packed in single new jute bags of 50 kgs net each, about 50.6
8) Kiểm tra và khử trùng kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough, handling
and sea transportation. The Seller will supply 0.2% of new jute bags, free of charge, out
of quantity of bags shipped.

[Link] Company Logo

 Ngày kí kết hợp đồng 3. Quantity: 100.000MT more or less 5% at Seller’s option
 Bên A 4. Price: 2USD xxx per metric ton, net for April June 20..
 Bên B Shipments, (xxx USD/MT)
a. Dunnage, bamboomat for Ship owner’s/ Buyer’s account
 Phần nội dung của
b. Shore tally to be at Seller’s account
hợp đồng
c. Vessel tally to be at Buyer’s/Ship owner’s account
1) Hàng hoá
d. All export duties and taxes levied in the country of destination and
2) Chất lượng hàng hoá outside Vietnam shall be for Buyer’s account.
3) số lượng 5. Time of shipment: 20 – 25 days after L/C opening date
4) Giá 6. Packaging: Rice to be packed in single new jute bags of 50 kgs net each, about 50.6
kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough, handling
5) Vận tải
and sea transportation. The Seller will supply 0.2% of new jute bags, free of charge, out
6) Quy định về đóng gói of quantity of bags shipped.
7) Bảo hiểm 7. Insurance: To be arranged by the Buyer.
8) Kiểm tra và khử trùng 8. Inspection and Fumigation:
9) Giao hàng a. The certificate of quality, weight and packing issued by Vinacontrol at loading port to
be final and for Seller’s account.
b. Fumigation to be effected on board the vessel after completion of loading with
expenses to be at Seller’s account; but expenses for crew on shore during the
fumigation period including transportation, accommodation and meals at hotel for Ship
owner’s account.

[Link] Company Logo

 Ngày kí kết hợp đồng 3. Quantity: 100.000MT more or less 5% at Seller’s option
 Bên A 4. Price: 2USD xxx per metric ton, net for April June 20..
 Bên B Shipments, (xxx USD/MT)
a. Dunnage, bamboomat for Ship owner’s/ Buyer’s account
 Phần nội dung của
b. Shore tally to be at Seller’s account
hợp đồng
c. Vessel tally to be at Buyer’s/Ship owner’s account
1) Hàng hoá
d. All export duties and taxes levied in the country of destination and
2) Chất lượng hàng hoá outside Vietnam shall be for Buyer’s account.
3) số lượng 5. Time of shipment: 20 – 25 days after L/C opening date
4) Giá 6. Packaging: Rice to be packed in single new jute bags of 50 kgs net each, about
50.6 kgs gross each, hand-sewn at mouth with jute twine thread suitable for
5) Vận tải
rough, handling and sea transportation. The Seller will supply 0.2% of new jute
6) Quy định về đóng gói bags, free of charge, out of quantity of bags shipped.
7) Bảo hiểm 7. Insurance: To be arranged by the Buyer.
8) Kiểm tra và khử trùng 8. Inspection and Fumigation:
9) Giao hàng a. The certificate of quality, weight and packing issued by Vinacontrol at loading port to
be final and for Seller’s account.

[Link] Company Logo

 Bên A 3. Quantity: 100.000MT more or less 5% at Seller’s option
 Bên B 4. Price: 2USD xxx per metric ton, net for April June 20..
 Phần nội dung của Shipments, (xxx USD/MT)
hợp đồng a. Dunnage, bamboomat for Ship owner’s/ Buyer’s account
b. Shore tally to be at Seller’s account
1) Hàng hoá
c. Vessel tally to be at Buyer’s/Ship owner’s account
2) Chất lượng hàng hoá
d. All export duties and taxes levied in the country of destination and
3) số lượng outside Vietnam shall be for Buyer’s account.
4) Giá 5. Time of shipment: 20 – 25 days after L/C opening date
5) Vận tải 6. Packaging: Rice to be packed in single new jute bags of 50 kgs net each, about 50.6
kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough, handling
6) Quy định về đóng gói
and sea transportation. The Seller will supply 0.2% of new jute bags, free of charge, out
7) Bảo hiểm of quantity of bags shipped.
8) Kiểm tra và khử trùng 7. Insurance: To be arranged by the Buyer.
9) Giao hàng 8. Inspection and Fumigation:
10) Thanh toán a. The certificate of quality, weight and packing issued by Vinacontrol at loading port to
be final and for Seller’s account.
11) Điều bất khả kháng
b. Fumigation to be effected on board the vessel after completion of loading with
expenses to be at Seller’s account; but expenses for crew on shore during the
fumigation period including transportation, accommodation and meals at hotel

[Link] Company Logo

 Bên B 5. Time of shipment: 20 – 25 days after L/C opening date
 Phần nội dung của 6. Packaging: Rice to be packed in single new jute bags of 50 kgs net each, about 50.6
hợp đồng kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough, handling
and sea transportation. The Seller will supply 0.2% of new jute bags, free of charge, out
1) Hàng hoá of quantity of bags shipped.
2) Chất lượng hàng hoá 7. Insurance: To be arranged by the Buyer.
3) số lượng 8. Inspection and Fumigation:
4) Giá a. The certificate of quality, weight and packing issued by Vinacontrol at loading
port to be final and for Seller’s account.
5) Vận tải
b. Fumigation to be effected on board the vessel after completion of loading with
6) Quy định về đóng gói expenses to be at Seller’s account; but expenses for crew on shore during the
7) Bảo hiểm fumigation period including transportation, accommodation and meals at hotel
8) Kiểm tra và khử trùng for Ship owner’s account.
c. Time for fumigation not to count as laytime.
9) Giao hàng
9. Loading terms:
10) Thanh toán
a. Buyer shall advice vessel’s ETA and its particulars 15 days and Captain shall inform
11) Điều bất khả kháng vessel’s ETA, quantity to be loaded and other necessary information 72/48/24 hours
12) Trọng tài before the vessel’s arrival at loading port.

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 Bên B c. Time for fumigation not to count as laytime.
 Phần nội dung của 9. Loading terms:
hợp đồng a. Buyer shall advice vessel’s ETA and its particulars 15 days and Captain
shall inform vessel’s ETA, quantity to be loaded and other necessary
1) Hàng hoá
information 72/48/24 hours before the vessel’s arrival at loading port.
2) Chất lượng hàng hoá ……………………………………………………….
3) số lượng i. In case, cargo is ready for shipment as schedule in this contract, but Buyer fail
4) Giá to nominate the vessel to load, then all risk, damages and associated
expenses for cargo to be borne by the Buyer based on the Seller’s actual
5) Vận tải
claim. In the event that no cargo is available to be loaded on nominated
6) Quy định về đóng gói vessel at loading port, then dead freight to be paid by the Seller bases on
7) Bảo hiểm Buyer’s actual claim and the Buyer will submit the following documents to
Vietcombank for receiving P.B: (time counted: 20 – 25 days from L/C
8) Kiểm tra và khử trùng opening date):
9) Giao hàng - N.O.R with Seller’s signature.
10) Thanh toán - Report signed by the Captain and the Seller confirming that the vessel has
11) Điều bất khả kháng already arrived at the port to receive the cargo but the seller has no cargo
to load.
12) Trọng tài
- Vietcombank’s confirmation.
10. Payment:

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 Phần nội dung của - N.O.R with Seller’s signature.
hợp đồng - Report signed by the Captain and the Seller confirming that the vessel has already
1) Hàng hoá arrived at the port to receive the cargo but the seller has no cargo to load.
- Vietcombank’s confirmation.
2) Chất lượng hàng hoá
10. Payment:
3) số lượng
a. After signing the contract, the Buyer or the Buyer’s nominee (SHYE LIAN
4) Giá (HK) MANUFACTURING CO,. LTD or other nominee) shall telex asking the
5) Vận tải Seller to open P.B of 1% of total L/C amount at Vietcombank Hanoi within
two days
6) Quy định về đóng gói
…………………………………………
7) Bảo hiểm
- Certificates of fumigation issued by the Competent authority of Vietnam in six
8) Kiểm tra và khử trùng (6) folds.
9) Giao hàng - Phytosanitary certificate issued by the Competent authority of Vietnam in six (6)
10) Thanh toán folds.
- Cable/ fax/ Telex advertising shipment Particulars within 24 hours after
11) Điều bất khả kháng
completion of loading.
12) Trọng tài 11. Force Majeure:
The Force Majeure (exemption) clause of the International Chamber of Commerce (ICC
publication No 421) is hereby incorporated in this contract.

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1) Hàng hoá - Certificates of origin issued by Vietnam Chamber of Commerce in six (6) folds.
2) Chất lượng hàng hoá - Certificates of fumigation issued by the Competent authority of Vietnam in six (6)
folds.
3) số lượng
- Phytosanitary certificate issued by the Competent authority of Vietnam in six (6) folds.
4) Giá - Cable/ fax/ Telex advertising shipment Particulars within 24 hours after completion of
5) Vận tải loading.
6) Quy định về đóng gói 11. Force Majeure:
7) Bảo hiểm The Force Majeure (exemption) clause of the International Chamber of Commerce
(ICC publication No 421) is hereby incorporated in this contract.
8) Kiểm tra và khử trùng
12. Arbitration:
9) Giao hàng
Any discrepancies and/ or disputes arising out or in connection with this contract not
10) Thanh toán settled amicably shall be referred to Arbitration in accordance with the Rules and
11) Điều bất khả kháng Practices of the International Chamber of Commerce in Paris or such other places
agreed by both sides.
12) Trọng tài
13. Other terms:
13) Các điều khoản khác
Any amendment of the terms and conditions of this contract must be agreed by both
sides in writing.
This contract is made in 06 originals in English language, three for each party

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 - Certificates of origin issued by Vietnam Chamber of Commerce in six (6) folds.
3) số lượng - Certificates of fumigation issued by the Competent authority of Vietnam in six (6)
folds.
4) Giá
- Phytosanitary certificate issued by the Competent authority of Vietnam in six (6) folds.
5) Vận tải - Cable/ fax/ Telex advertising shipment Particulars within 24 hours after completion of
6) Quy định về đóng gói loading.
7) Bảo hiểm 11. Force Majeure:
8) Kiểm tra và khử trùng The Force Majeure (exemption) clause of the International Chamber of Commerce (ICC
publication No 421) is hereby incorporated in this contract.
9) Giao hàng
12. Arbitration:
10) Thanh toán
Any discrepancies and/ or disputes arising out or in connection with this
11) Điều bất khả kháng contract not settled amicably shall be referred to Arbitration in accordance with
12) Trọng tài the Rules and Practices of the International Chamber of Commerce in Paris or
such other places agreed by both sides.
13) Các điều khoản khác
13. Other terms:
 Phần cuối
Any amendment of the terms and conditions of this contract must be agreed by both
1) Kí tên sides in writing.
This contract is made in 06 originals in English language, three for each party

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 11. Force Majeure:
3) số lượng The Force Majeure (exemption) clause of the International Chamber of Commerce (ICC
publication No 421) is hereby incorporated in this contract.
4) Giá
12. Arbitration:
5) Vận tải Any discrepancies and/ or disputes arising out or in connection with this contract not
6) Quy định về đóng gói settled amicably shall be referred to Arbitration in accordance with the Rules and
7) Bảo hiểm Practices of the International Chamber of Commerce in Paris or such other places
agreed by both sides.
8) Kiểm tra và khử trùng
13. Other terms:
9) Giao hàng Any amendment of the terms and conditions of this contract must be agreed by
10) Thanh toán both sides in writing.
11) Điều bất khả kháng This contract is made in 06 originals in English language, three for each party
12) Trọng tài This contract is subject to the Buyer’s final confirmation by telex (June 18th, 20…
latest).
13) Các điều khoản khác
Made in Hanoi, on 9th June, 20…
 Phần cuối
FOR THE SELLER FOR THE BUYER
1) Kí tên

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 11. Force Majeure:
3) số lượng The Force Majeure (exemption) clause of the International Chamber of Commerce (ICC
publication No 421) is hereby incorporated in this contract.
4) Giá
12. Arbitration:
5) Vận tải Any discrepancies and/ or disputes arising out or in connection with this contract not
6) Quy định về đóng gói settled amicably shall be referred to Arbitration in accordance with the Rules and
7) Bảo hiểm Practices of the International Chamber of Commerce in Paris or such other places
agreed by both sides.
8) Kiểm tra và khử trùng
13. Other terms:
9) Giao hàng Any amendment of the terms and conditions of this contract must be agreed by both
10) Thanh toán sides in writing.
11) Điều bất khả kháng This contract is made in 06 originals in English language, three for each party
12) Trọng tài This contract is subject to the Buyer’s final confirmation by telex (June 18th, 20…
latest).
13) Các điều khoản khác
Made in Hanoi, on 9th June, 20…
 Phần cuối
FOR THE SELLER FOR THE BUYER
1) Kí tên

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 Key clauses in international sale contract
• Description of Goods
• Price
• Delivery
• Payment conditions
• Documents
• Inspection of goods by the buyer
• Force Majeure
• Resolution of Dispute
Description of goods
• In common, the buyer will prefer more precise and detailed
descriptions than the seller.
• On the other hand, exporters would like to define the goods precisely
when they are sure of delivering exactly those goods.
• In some commercial situations, it may be practical to foresee and
permit slight deviations from the contract description: in statements
of colors or dimensions, are not necessary to precisely identify the
goods, and they should not be included in the product’s description.
Price
• How much and in what currency?
WHICH CURRENCIES ARE USED WIDELY IN INTERNATIONAL PAYMENT?
• Exchange rate price adjustment clause:
• the contractual price is based on an identified fixed exchange rate between
your currency, X, and the second currency, Y, (called the “base rate”), and that
• if the exchange rate on the actual date of payment differs by more than x %
from the base rate, then
• the contract price shall be adjusted accordingly.
Delivery
• When? Where? Terms of trade: FOB? CIF? DAF?
• Any required shipment date? Any required arrival date?
Force Majeure
• The force majeure clause in a contract excuses a party from not
performing its contractual obligations due to unforeseen events
beyond its control.
• Be sure to include specific examples of events.
• The following are three basic categories of these kinds of events:
+ Natural disasters such as earthquakes, hurricanes, floods,
tornados and fires
+ Human events such as wars, riots or other major upheavals
+ Performance failures outside the control of the contracting
party, such as disruptions in telephone service attributable to the
telephone company, labor disputes, government restrictions.
 Arbitration
• An arbitration clause should specify:
- Whether the arbitration is binding or not binding on the parties
- The country where the arbitration will be conducted
- The procedure for enforcement on award
- The rules governing the arbitration such as the International Chamber
of Commerce or the UN Commission on International Trade Law
Model Rules
- The language in which the arbitration will be conducted
WHAT ARE THE DIFFERENCES BETWEEN ARBITRATION
AND LITIGATION?
Homework
1. Collecting an international sale contract that is signed between an
Vietnamese export company or import company and the partner.
2. Reading and Understanding all terms and conditions in that
contract.
3. Discuss in small group and translate into Vietnamese.