PROCESSING CONTRACT
No : 05/24
Date: May 5st 2024
Between: NGÀY KÍ HỢP ĐỒNG
- ABC Company
- Address :----------------------------------------------
- Tel------------- Fax----------------Email:--------------
- Represented by Mr----------------------------- Hereinafter called "Party A"
And:
- XYZ Company
- Address :----------------------------------------------
- Tel----------- Fax---------------- Email:--------------
- Represented by Mr---------------------------------- Hereinafter called
"Party B "
The two parties have agreed to sign this contract for processing garments
covering the following terms and conditions:
ARTICLE 1: OBJECT OF THE CONTRACT
Party A agrees to place and Party B agrees to make the order of processing
garments mentioned in article 2 of this contract. Party A will supply all
material and accessories with technical documents and necessary conditions
basing on which Party B organizes production to meet Party A‘s requirements
on quantity, quality and shipment time.
ARTICLE 2: COMMODITY- QUANTITY- PRICE
Party B has accepted to process to Party A the goods as follows:
Commodity Quantity Unit price Amount
( Pcs ) CMPT ( USD )
(USD/pcs)
FOB Sai Gon
port
Gent’s shirt 100,000 0.50 50,000
Say: US Dollars Fifty thousand only.
CMPT price includes: Cut, making, packing and sewing thread.
ARTICLE 3: MATERIAL AND ACCESSORIES
Party A accepted to supply free of charge on basis of CIF Sai Gon port
(Incoterms 2010) all fabrics and accessories to Party B on which Party B
organizes production to Party A’s requirement in quantity, quality and
shipment time as follows:
No Item Unit Consumption/ one Qty Unit Amount
shirt price ( USD )
định mức tiêu thụ
(USD) CIF Sai
Gon port
01 Fabrics100% yard 2.50 25,000 0.70 175,000
polyester
96x72, 45x45
width 44/45’’
02 Button pcs 12 1,200,000 5,000
03 labels pcs 01 100.000 0.30 3,000
04 Poly bags Pcs 01 100,000 0.10 1,000
Amount 184,000
Say: US Dollars one hundred and eighty four thousand
3% of material and 3% of accessories shall be added to consumption rate for
production wastage allowances. nh mc hao ht
Party A will supply fabric, material and accessories to Party B after 15 days
signing date this contract.
Party A will advise to Party B via fax/email the details of material and
accessories shipment within a day of shipping date.
Shipping documents of fabric and accessories include:
- Signed Commercial Invoice in triplicate.
- Full set original clean on board Bill of lading marked “Freight prepaid”.
VÌ GIAO THEO CIF- NGƯỜI BÁN PHẢI TRẢ HÀNG NÊN NG BÁN
- Certificate of origin.
PHẢI TRẢ TRƯỚC NVL
- Packing list in triplicate.
Shipping documents shall be sent to Party B within 3 days after shipping date.
Any expense happened due to late documents from Party A shall be on Party
A account.
Upon unloading of material and accessories in Party B warehouse,
representatives of both parties will check the quantity and quality of all items
delivered to Party B and will jointly establish a control report which will be
sent to Party A within 7 days following the arrival of materials, accessories
delivered by Party A. CÁCH THỨC KTRA NGUYÊN VẬT LIỆU
If the control report does not mention any differences between the quantity
7
and quality of the materials received by Party B and the one that has been
delivered by Party A, Party B shall be deemed to have accepted the goods
delivered and no reclamation shall be accepted.
Should there be any delay in the delivery by Party A of the materials and
accessories and if this delay either has prevented the production to begin or
has terminated the production, the delivery time will be increased of the same
delay. TRONG TH BÊN A CHẬM TRỄ LÀM SX GIÁN ĐOẠN THÌ THỜI HẠN GIAO
HẠN TĂNG THÊM ĐÚNG BẰNG THỜI GIAN TRỄ
As for the extra material and accessories after liquidation of the contract, both
parties agree to transfer to the next contract upon request of Party A that be
returned to the place of origin, to bear all responsibilities for any tax, or, to
carry out of cancel of them in right of stipulation.
ARTICLE 4: MACHINERY AND EQUIPMENT
- In the implement of this contract, Party A agrees to lend to Party B some
of machines and equipment for processing products. Appendixes of machine
and equipment have to be agreed by both parties and which also keeps on the
policies of Vietnam Government.
- At the expiry day of the contract, all the machines & equipment will be
taking over to the next contract or other factories or Party B agrees to return
all machines and equipment to Party A result in failing to continue production.
- Party A supplies all replacing spare parts of machine in order to keep the
production line operation. The expenses of installing machine are in Party A
account.
ARTICLE 5: PACKING AND MARKING
As per Party A‘s construction
Shipping mark: will be informed by the Party A
ARTICLE 6: SHIPMENT
- Port of loading : Saigon port
- Port of discharging : …………port
- Time of shipment : In July 2019
- Partial shipment: not allowed.
- Transshipment: not allowed.
- Inspection: Shipped weight and quality at the Party B warehouse by
Party A ‘s representatives to be final.
- Notice of Shipment :
+ one day before the sailing date of carrying vessel to ….., Party B shall notify
by email or fax to the Party A the following information:
Commodity and Quality of goods.
B/L number
Name and Nationality of the vessel
ETD, ETA
+ Within 1 day after receipt of goods, Party A shall notify by email or fax to
the Party B the following information:
Name of the vessel
B/L number
Commodity, Quantity and Quality of goods.
ARTICLE 7: DELAY IN DELIVERY
Party B is responsible for any delay in delivery which will cause shipment by
air instead of sea. Airfreight costs will be paid by Party B.
ARTICLE 8: SPECIFICATION AND QUALITY CONTROL.
- All technical details and designs as for sample submitted by the Party B,
signed and sealed by both parties No 08/19 date April 1st 2019, each party
keeps one. The sample is a part not separate from this contract.
- Quality inspection will be controlled by Representative from the Party A
and Inspection certificate made by him shall be final. giấy chứng nhận ktra: inspection certificate
ARTICLE 9: PAYMENT
The Party A will settle processing price by TTR at sight received
shipping documents through Vietcombank Ho Chi Minh City Branch for the
Party B, account No-----------------------------------
Shipping documents of finished goods include:
- Signed Commercial Invoice in triplicate.
- Full set original clean on board Bill of lading.
- Certificate of origin. VÌ GIAO LẠI SP THEO FOB NÊN NG MUA TRẢ TIỀN
KHÔNG CẦN GHI TRẢ TRƯỚC - VÌ ĐÓ LÀ NGHĨA VỤ BẮT
BUỘC TRẢ TIỀN CỦA NGƯỜI MUA
- Packing list in triplicate.
- Inspection certificate
Shipping documents will be sent to Party A within 07 days after receiving B/L
and Customs declaration.
ARTICLE 10: TECHNICAL STIPULATION AND QUALITY
Party A shall provide Party B with all technical conditions and appropriated
documents such as master samples, paper patterns, consumption rates, size
specifications and assortments, color cards…
Party B undertakes to respect the quality required by Party A and to base the
production on the samples approved by both parties and according to the
technical know-how of Party A.
A representative of Party A will survey and control the production and attempt
to solve all technical problems arising from the execution of this agreement.
In the event quality production is below the quality level which was agreed by
both parties at the time of the agreement, and, if Party B remains in default to
remedy the default within 15 days of their noting, Party A shall have the right
to terminate the agreement all damages incurred in respect of the default.
ARTICLE 11: INSPECTION
Party A shall inspect finished garments at the Party B ‘s warehouse and issue
the final inspection to accept exporting the above goods mentioned.
Should there be any shortage in quantity, non-respect of the quality required by
Party A, or any other defects, Party A shall within 15 days following the
discovery of the default, and in any case not later than 30 days following the
reception of the garment, notify Party B thereof in writing and Party B
undertakes to remedy the defects within 30 days upon receipt of the written
notice mentioned here above.
Should Party B remain in default to remedy the defect, Party A shall be entitled
to the reparation of the prejudice caused by this default.
ARTICLE 12: LABEL/TRADE MARK
Party A undertakes that Party A is the owner of the labels under this contract.
Party A authorizes Party B to use these labels for production of the order
under this contract. Party A guarantees that will take all responsibilities for all
disputes, if there are, arising for the labels under international and local law.
ARTICLE 13: PENALTY
- TO CANCELLATION OF CONTRACT:
Cancellation of this contract is not acceptable. If the Seller or the Buyer wants
to cancel the contract, 1% total contract value will be charged as penalty to
that party.
- TO DELAY PAYMENT:
In case delay payment happens, the penalty for delay interest will be based on
annual rate 6%.
- SHORTAGE/DEFECTED GOODS:
Party B should compensate Party A with the cost of materials mentioned in
Party A ‘s invoice for shortage/defective goods if it is caused by Party B ‘s
fault.
ARTICLE 14: FORCE MAJEURE
Neither the Party A nor Party B is responsible for any delay in or cancellation
of shipment and/or delivery due to force majeure, such as: strikes, fire, floods,
war, riots, embargoes, earthquakes, including but not limited to Acts of God,
restriction or any condition beyond the seller's control. Force majeure
circumstances must be notified by each party to other within 7 days by writing
with a certificate of force majeure issued by Government authority. Beyond
this time, force majeure circumstances shall not be taken into consideration.
ARTICLE 15: CLAIM AND ARBITRATION
Claim and disputes, if there is any, should be settled amicably by consultation
between the two parties.
In the execution course of this contract, all dispute not reaching at amicable
agreement within 30 days from commencement of consultation, each party is
entitles to submit the relevant claim or dispute to The Vietnam International
Arbitration Center at the Chamber of Commerce & Industry of Vietnam, Ho
Chi Minh City Branch, under the rules of The Commercial Law of The
Socialist Republic of Vietnam whose awards shall be final and binding both
parties. Arbitration fees and other related charges shall be borne by the losing
party, unless otherwise agreed.
ARTICLE 16: GENERAL CONDITION
- Expiry of the contract to Dec 31, 2019
- By signing this contract previous correspondence and negotiation
connected herewith shall be null and void.
- This contract is made in Ho Chi Minh City- Viet Nam, in 06 English
originals, 03 for each party of equal value. This contract comes into effect from
signing date, any amendment and additional clause to these conditions shall be
valid only if made in written form by telex or fax and confirmed by both parties.
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
PARTY A PARTY B
