A. INTRODUCTION:
Along with the development and integration of the world economy, Vietnam has also
gradually cooperated in international exchange, creating many opportunities for
cooperation with countries around the world. Import-export sector plays an extremely
important role in the development of the country's economy.
Import and export not only bring a large source of foreign currency to the country but
also through that, create jobs for many workers. In order to do good import and export,
we need to clarify the process of implementing an import and export contract as well as
papers and documents related to the contract.
In daily life, we make contracts in all forms and in all fields, from sales contracts serving
daily needs to contracts signed between corporations. big, even between nations. Many
people think that the contract's strictness is the factor that maintains the stability and
success of business activities these days. The drafting of the contract should have
sufficient skills as well as in-depth understanding of the relevant laws. Not to mention the
disagreements about language and cultural traditions between countries can also cause
conflicts and disputes to occur between contracting parties. In addition, no matter how
carefully crafted a contract is, the parties to the contract cannot anticipate all the
problems that will arise during the implementation. Therefore, the team chose the
research topic "Analysis and evaluation of export contract between Anh Minh Quan
Corporation and Haedam Global Company Limited" to analyze some issues related to the
content of economic contracts. Analytical objectives include: Overall analysis to clarify
factors that are the contractual conditions; Analyzing in detail the terms of the contract in
order to define rights and obligations between the parties involved; Learn from
experience in drafting contracts and analyzing an economic contract in general and a
contract for the sale of international goods in particular.
The group would like to thank the lecturer of International Trade Transaction for her
enthusiastic guidance and the knowledge that she has conveyed in class. This knowledge
has become a useful platform to help the group complete this essay. Thank you for the
active participation of the team members.

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The preamble of the contract is fully detailed. The entities have legal status in signing the
contract. The contract No HG/AMQ-030314 was signed on 15 March 2014.

II. CLAUSES OF THE CONTRACT:
1. Commodity, Price and Quantity:
- Name of commodity: FROZEN CUT POULP SQUID
- HS code: 03074920
- Quantity: 11970 +/- 10% at seller's option
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-

Price terms: USD 4.73/kg CFR Incheon port, incoterms 2000

The very first clause of every contract shall be the name of commodities. The contract
goods should be specified at least to the degree that they can be identified. Naturally,
greater precision describing them reduces the potential for misunderstanding. If the
product is very complex (for example, machinery), a detailed description can be made in
an annex of the contract.
In this contract, the name is only specified as commercial name which shall be added the
origin of the goods as well as HS code.
The quantity is a compulsory term and expressed in metric system (11970 KGS) with
generally accepted commercial tolerances (+/- 10% at the seller’s option). In general, this
term is detailedly stated.
Depending on the nature of the product and the degree of precision that can be applied to
quantity and delivery, the price may or may not expressed in fixed terms. In situations
where the price depends on other factors, all such factors and their relationship to the
price should be clearly recited so as to leave no doubt. Any applicable currency should be

The packaging clause is stated as “570 Gr/ Block x 6 equal 3.42 Kgs/carton”. This should
be added with information such as the block is marked with buyer’s address, numbered
from 1 to 6, etc.
In contrast, the delivery term is clearly stated as 20 March 2014. Partial shipment is
allowed but transhipment is prohibited. Ports of loading and discharging are subject to the
CFR incoterm.
4. Payment:
Payment is to be made by an irrevocable letter of credit at 90 days after sight.
Letter of Credit (L/C or LC) is a document issued by the buyer’s bank in the buyer’s
orders, in which the bank promises to pay the seller a specified amount under specified
conditions.
The term also mentions place and date of expiry. This field specifies the latest date for
presentation under the documentary credit and the place where documents may be
presented.
The issuing bank is Suhyup Bank Seoul while the advising bank is Vietcombank Song
Than Branch with the address: 79 Binh Duong 2 Street, An Binh Ward, Di An District,
Binh Duong Province, Vietnam. The required documents include:
-

Signed commercial invoice in three folds
Packing list in three folds
Full set of Clean on-board ocean Bill of landing
Certificate of origin one-fold
Sanitary Certificate original one-fold
Inspection certificate

The contract, however, does not mention about the kind of currency which is used to pay.
The more information on Letter of Credit is to be specified in the shipping documents.
5. Insurance:
This clause is covered by the buyer so this kind of agreement is CFR.


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Advantages: Arbitration is usually faster, simpler, more efficient, and more
flexible for scheduling than litigation. Also, it avoids some of the hostility of
courtroom disputes, perhaps because it's a private proceeding versus the public
drama of the courtroom. And if the subject of the dispute is technical--for
example, about a patent--the parties can select an arbitrator who has technical
knowledge in that field, rather than a judge who may not be familiar with the
issues.
Disadvantages: Unlike a court ruling, a binding arbitration ruling can't be
appealed. It can be set aside only if a party can prove that the arbitrator was biased
or that the arbitrator's decision violated public policy. Unlike a court case, there is
no automatic right to discovery (the process by which the parties have to disclose
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information about their cases to the other party). The costs of arbitration can be
significant; in some cases, they may even exceed the costs of litigation.

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C. THE SHIPPING DOCUMENTS
III.

COMMERCIAL INVOICE

1. Definition
Commercial invoice is one of commodity document that required in the transaction. It is

Notify Party: not mentioned.

Shipping information:
-

Port of loading: Ho Chi Minh port, Vietnam
Port of discharge: Incheon port, Korea

Payment Information:
-

LC No.: M05C01403NU00160
Terms of payment: CFR (Incheon port, Korea)
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-

Total price: (in words) USD Fifty-six thousand six hundred eighteen and ten cents.

Collating this commercial invoice with UCP 600/2007/ICC, we can see that it satisfies
the criteria: must appear to have been issued by the beneficiary; must be made out in the
name of the applicant; must be made out in the same currency as the credit. This
commercial invoice is signed because the exporter (seller) needs this one for doing export
clearance or keeping documents for accouting purposes.

IV.

BILL OF LADING


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f) The release by the ship’s owner or his agent of the signed B/L to the shipper
against payment of freight if the freight is prepaid, and, where appropriate, a
mate’s receipt or equivalent document.
g) The dispatch of the bill of lading by the shipper to the buyer or consignee or his
lodgement with a bank when a L/C is involved.
h) The surrender of B/L by the consignee to the shipowner’s agent at the port of
discharge in order that he may obtain delivery of his good.
The B/L we are analysing contains enough required parts in a multimodal transport
document (as mentioned in United Nations Convention on International Multimodal
Transport of Goods 1980):
Commodity information:
-

Marks and numbers (for identification of the good):
FCL/FCL
WHLU7309604/WHL5059149
Number and kind of packages: 3500 CTNS (set at minus 18 deg.cel)
Gross weight: 13,300 kgs
Total net weight: 11,970 kgs
Measurement: by CBM and some general information of the good.

Name of mutimodal transport operator (MTO):
-

Name of company: AAAS Logistics services Co., ltd (member of VIFFAS)
Address: 45 Hoang Sa street, Dakao Ward, District 1, Ho Chi Minh City, Vietnam
Tel: +84838209536

Port of receipt (only exist in FBL): Ho Chi Minh port, Vietnam
Port of loading: Ho Chi Minh port, Vietnam
Port of delivery: Incheon port, Korea
Port of discharge: Incheon port, Korea
Ocean vessel: WAN HAI 205 V.N416

The place and date of issue of the multimodal transport document: Ho Chi Minh City, 1
April 2014
The signature of the MTO or of a person having authority from him:

The freight for mode of transport:
-

Freight amout: freight as arranged
Freight payable at: Ho Chi Minh city

Special statement:

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-

“Clean on board/ 1 April 2014”: this is the date that all the goods are brought onto
the vessel in a good condition, as far as the shipping company can see.

V. PACKING LIST
-

4. Information

-

According to the Geneva Uniform Law for Bill of exchange, these 8 figures must
be included:
Name: Bill of Exchange
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-

Date of drawing: 1 April 2014
Terms of payment: at 90 days after sight of the first BoE (second) of the same
tenor and date being unpaid.
The holder (bearer): Joint Stock Commercial Bank for Foreign Trade of Vietnam –
Ho Chi Minh City branch.
The drawee: NFFCKRE – Suhyup Bank Seoul
The drawer: Anh Minh Quan Corp (Director Truong Dinh Quan signed)
Place of payment: Korea
Payment or acceptance of payment order (as image below):

The amount of money that has to paid is written in words.
Other information:
-

This bill of exchange is drawn by 2 folds with the same value, but only fold (1)
has the value for payment.
The information in the BoE is coincident with those in other documents.

VII.


Address: 91C/12, Ngo Chi Quoc, Quarter 2, Binh Chieu Ward, Thu Duc District,
Ho Chi Minh City, Vietnam
Telephone: +84862842461.
Fax: F842581
VAT Number: not mentioned
Country: VIETNAM

Consignee:
-

Haedam Global Co., ltd
Address: Donggureung-ro, 136 Beongil, Guri Si, Gyeonggi-do, Korea.
Telephone: +82315543150
Fax: 31-514-3150
VAT Number: not mentioned.
Country: KOREA

Means of transport:
-

Port of loading: Ho Chi Minh port, Vietnam
Port of discharge: Incheon port, Korea
Departure date: 1 April 2014
Vessel’s name: WAN HAI 205.VN

Information of the good to be shipped:
-

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12. Definition:
A letter of credit is a letter from a bank guaranteeing that a buyer's payment to a seller
will be received on time and for the correct amount. In the event that the buyer is unable
to make a payment on the purchase, the bank will be required to cover the full or
remaining amount of the purchase.
Due to the nature of international dealings, including factors such as distance, differing
laws in each country, and difficulty in knowing each party personally, the use of letters of
credit has become a very important aspect of international trade.
Because a letter of credit is typically a negotiable instrument, the issuing bank pays the
beneficiary or any bank nominated by the beneficiary. If a letter of credit is transferable,
the beneficiary may assign another entity, such as a corporate parent or a third party, the
right to draw.
Below are some of the advantages to using Letters of Credit including:
-

Risk is on foreign buyer’s bank
A secure method of payment
Build safeguards into the letter of credit such as delivery, quality control, etc.

But there are also disadvantages that come with Letters of Credit:
-

Costly
Sensitive expiration dates
Require amendments if there are any changes, hence delaying the transaction
Reliability of payment under the Letter of Credit is dependent on the issuing bank

13. Type of the LC in the contract:
An irrevocable letter of credit is a LC that can not be canceled nor amended without
agreement of all parties. In this case, the seller is beneficial as it helps reduce the risk.

+Reimburse on another bank as required in the credit.
- Advising or confirming bank will forward the documents to the issuing bank.
- Issuing bank will examine the documents for compliance. If they are in order, the
issuing bank will debit the buyer's account.
- Issuing bank then forwards the documents to the buyer.

IX.

HEALTH CERTIFICATE:

1. Definition:
A health certificate is a document used in export import transactions, issued by the
governmental organizations at the countries of origin, to certify that a food shipment is fit
for human consumption, and meets safety standards or other required legislation for
exporting.
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As indicated by its name, this certificate gives evidence of the health condition of the
goods and is usually issued by a veterinary surgeon, by veterinary authorities or the
agricultural ministry.
Health certificate is issued for the main fuctions as follows:
-

Certifying that governmental body of the exporting country has been examined
this particular food consignment.
Certifying that food of animal origin or non-animal origin subject to exporting is
fit for human consumption.
Certifying that the food consignment has been produced according to required
food legislation.