1. What are the differences between penalty and liquidated damages?

LD: Purpose: To compensate the buyer fairly for any delay in delivery (a fair figure, a lump sum)

Enforceable everywhere

Penalties: Purpose: To terrorize the exporter into punctual delivery

Not enforceable in English law or other common law systems

2. What are the special features of a marine Bill of lading?

The Marine bill of lading is the special document used for shipment by sea. It can be made

negotiable, which means it can be bought or sold. The word Order makes the bill of lading negotiable. That means the shipper must endorse the bill by signing it on the back. To be

acceptable as a shipping document under a letter of credit, it must bear the notation that the

goods have been shipped on board a named vessel.

3. How does LC protect both buyer and seller?

the LC assures the exporter of payment if he makes the agreed shipment. it also assures the

importer that he is not required to pay until the seller ship the goods. So LC provide both

parties with mututal protection in dealing with other.

4. What is the danger in issuing a standby LC?

Risk of non performance from buyer. too simple to pay (only need a sight draft and a

statement from foreign bank claiming that it was not paid). bank cannot be involved in

performance or quality of workmanship

5. What are the differences between time LC and deffered payment LC??

Deffered payment: after delivery, shipper forward documents to the importer bank, while a

sight draft is presented at a later date;

time LC: after delivery, shipper forward documents to the importer bank, but instead of

paying the seller, the bank accepts the draft - making it a banker's acceptance - and return it

to the seller. This banker acceptance have liquidity while deffered payment don't have this

characteristic.

6. What are the differences between revocable LC and stand by LC? revocable LC is an LC which can be amended or cancelled without notifying to any party.

Standby LC is an LC for assuring one party perform the contract. If Buyer perform their

duty, standby LC is automatically cancelled. If Buyer not, issuing bank of Standby LC has

the duty to pay.

7. What types of L/C finance the importer defer L/C

8. What types of L/C finance the exporter Red-clause LC

PACKING:

To be packed in strong wooden case(s) then in container, suitable for long distance ocean/parcel

post/air freight transportation and change of climate, well protected against moisture and shocks

and roughly portage. The Sellers shall be liable for any damage of the commodity and expenses

incurred on account of improper packing and for any rust attributable to inadequate or improper

protective measures taken by the Sellers in regard to the packing. The wooden boxes must be

labeled with "IPPC".

BAO B:

Hng c ng trong kin g ri t vo container, ph hp hnh trnh di bng ng

bin/bu kin/vn chuyn hng khng v ph hp vi iu kin thi tit thay i; phi c

bo v chng m, chng va p trong bc xp. Ngi Bn phi chu trch nhim vi bt k tn

tht no xy ra vi hng ha v cc chi ph pht sinh do vic ng gi khng ng quy cch;

cng vi bt k s han g lin quan ti phng thc bo qun khng ph hp hoc khng ng

quy cch do Ngi Bn s dng trong qu trnh ng gi. Cc kin g phi c dn nhn

IPPC

FORCE MAJEURE:

The Sellers shall not be held responsible for any delay in delivery or non-delivery of the goods

due to Force. Major. However, the Sellers shall advise the Buyers immediately of such

occurrence and within fourteen days thereafter, shall send by airmail to the Buyers for their

acceptance a certificate issued by competent government authorities of the place where the

accident occurs as evidence thereof. Under such circumstances, the Sellers, however, are still

under the obligation to take all necessary measures to hasten the delivery of the goods. In case the

accident lasts for more than ten weeks, the Buyers shall have the right to cancel this Contract.

BT KH KHNG:

Ngi Bn s khng phi chu trch nhim cho bt k s chm tr trong giao hng hoc khng

giao hng c do cc s c bt kh khng.Tuy nhin, Ngi Bn phi thng bo vi Ngi

Mua ngay lp tc trong trng hp c s c bt kh khng pht sinh v trong vng 14 ngy sau

, phi gi cho Ngi Mua ha n giy chng nhn do c quan chc nng c thm quyn ti

ni s c xy ra ban hnh lm bng chng. Trong trng hp ny, Ngi Bn vn chu trch

nhim s dng cc bin php cn thit y nhanh qu trnh vn chuyn. Trong trng hp s

c ko di hn 10 tun, Ngi Mua s c quyn hy hp ng.

LATE DELIVERY AND PENALTY:

In case of delayed delivery except for force majecure cases, the Seller shall pay to the Buyer for

every week of delay penalty amounting to 0.5% of the total value of the goods whose delivery

has been delayed. Any fractional part of a week is to be considered a full week. The total amount

of penalty shall not, however, exceed 5% of the total value of the goods involved in late delivery.

The Seller grants a grace period of four weeks from the delivery date before penalties shall be

applied.

GIAO HNG CHM V PHT:

Trong trng hp hng ha b giao chm khng nm trong trng hp bt kh khng, vi mi

tun giao chm, Ngi Bn s phi chu khon pht l 0.5% tng gi tr s hng b giao chm.

Bt k phn l no ca mt tun cng s c tnh l mt tun. Tng mc pht s khng qu 5%

tng gi tr hng ha giao chm. Ngi Bn s c hng khong thi gian min pht l 4 tun

tnh t ngy giao hng trc khi n pht c thi hnh.

Inspection before Shipment:

1. Inspection by the BUYER

The BUYER may, at the BUYERs option, inspect the Goods prior to shipment. At least 10 days before the actual Delivery date, the SELLER shall give notice to the BUYER, or to any agent

nominated by the BUYER, that the Goods are available for inspection. The SELLER shall permit

access to the Goods for purposes of inspection at a reasonable time agreed by the parties.

Kim nh trc khi gi hng

1. Ty theo la chn ca bn Bn, bn Bn c th kim nh hng ha trc khi hng c gi i. t nht 10 ngy trc ngy giao hng thc t, bn Bn phi thng bo vi bn Mua, hoc vi bt k i l no c ch nh bi bn Mua, rng hng ha sn sng cho vic kim nh. Bn Bn phi

cho php s tip cn ti hng ha nhm mc ch gim nh trong mt khong thi gian hp l c ng bi c hai bn.

2. Inspection by Inspection Service

The parties understand that importation into Japan requires inspection of Goods by SGS before

shipment from the SELLERs country. The SELLER agrees to cooperate fully with the SGS in providing access to and necessary information about the Goods for the purposes of such inspection.

2. Kim nh bi c quan kim nh

Cc bn u hiu rng vic nhp khu vo Nht Bn yu cu c s gim nh bi SGS nc xut khu trc khi hng ha c vn chuyn i. Bn Bn ng hp tc mt cch hon ton vi SGS trong vic cung cp s tip cn ti v cc thng tin cn thit v hng ha cho mc ch kim nh.

Delay in Delivery

In the event of late Delivery for reasons other than force majeure as defined in this Contract, the

SELLER shall pay as liquidated damages and not as a penalty the sum of 0.1% of the value of the

undelivered part per day of late Delivery up to a maximum of 10% of the Price payable under Clause

10 below. Payment of liquidated damages shall be due without the BUYER having to furnish proof of

any loss, damages or injury.

Payment of liquidated damages shall constitute full and complete satisfaction of any claim of the

BUYER against the SELLER arising from or in connection with late Delivery of any Goods. In

particular the SELLER shall not be liable for any indirect or consequential loss or damages, as defined

in Clause 2.7 above, arising from or in connection with late delivery of any Goods.

Giao chm

Trong trng hp giao chm khng phi do bt kh khng c nh ngha trong hp ng ny, ngi bn s tr mt khon tin coi nh l bi thng tn tht ch khng phi l pht tng s l 0.1% gi tr hng giao chm trn 1 ngy chm v ln nht l 10% gi phi tr theo iu 10 di y. Thanh ton bi thng phi c thc hin ngay m khng c yu cu ngi mua a ra chng c v mt mt hay tn tht h hng no ca hng ha hay tn thng v ngi.

Vic thanh ton tin bi thng tn tht phi gii quyt mt cch tha ng bt c khiu ni no ca bn Mua i vi bn Bn ny sinh t hoc c lin quan n vic giao hng chm i vi bt k phn hng no. Trong trng hp c th, bn Bn khng chu trch nhim i vi bt k tn tht gin tip hoc mang tnh hu qu no, nh c nh ngha trong iu 2.7 trn y, ny sinh t hoc lin quan n vic giao hng chm i vi bt k phn hng no.

.Late Delivery

If the Seller fails to delivery the Goods at the fixed date, the Buyer will have the right to demand

from the Seller the payment of a penalty of 1% per day of the value of goods not delivered. The Buyer

has the right to cancel contract in case of delayed shipment exceeding 50 days from the fixed delivery

time. The Seller has to pay back the Buyer the sum having been paid plus interest rate and has to

compensate all actual and documents losts arising due to cancelling of contract, however not exceeding

5% of the contract value.

Pht giao hng chm

Nu bn bn khng th giao hng ng thi gian nh tha thun, bn Mua c quyn i bn

Bn phi np pht l 1% mi ngy tnh trn c s gi tr ca hng giao chm

Bn Mua c quyn hy hp ng trong trng hp chm giao hng qu 50 ngy k t ngy n

nh giao hng. Bn bn phi tr li bn Mua ton b s tin c thanh ton cng thm t sut li tc,

bi thng v cc tn tht thc t c chng minh c lin quan n vic hy hp ng nhng khng

qu 5% gi tr ca hp ng

ARTICLE 7: CLAIM

The Seller as the ability for processing the inspection of goods before shipment and to bear all expenses

occured.

In the case of loss or damage after goods landed at port of arrival all by the Buyer shall be made claim

for quantity must be presented two month after arrival of goods at Saigon Port, claim for quality within

three month after the goods at Saigon Port, and shall be confirmed in writting together with survey

report of the goods inspection office of the VINACONTROL. The survey report of VINACONTROL

should be regards as final.

Whenever such claim is to be proved as of the seller's responsibility. The seller shall settle without

delay.

7. KHIU NI Ngi bn chu trch nhim v chi ph pht sinh i vi qu trnh kim tra hng ha trc khi giao hng.

Trong trng hp xy ra tn tht hay thit hi sau khi hng ha n cng giao hng th ngi mua c quyn khiu ni ngi bn v khi lng hng ha trong vng 2 thng k t sau ngy hng ha n cng Sign; v khiu ni v cht lng hng ha trong vng 3 thng k t sau ngy hng ha n cng Sign. Ngi mua cn phi khiu ni bng vn bn v gi km theo bin bn gim nh hng ha (do Vn phng gim nh hng ha VINACONTROL cp). Bin bn gim nh ny c coi l vn bn quyt nh gii quyt khiu ni. Bt c lc no ngi mua chng minh c rng tt c nhng khiu ni trn thuc trch nhim ca ngi bn th ngi bn phi tin hnh gii quyt ngay khng c chm tr.

Warranty, maintenance:

1. Bo hnh, bo tr: (3 points)

All equipment and accessories under the Sellers scope of responsibility will be within 12

months warranty by the Manufacturer from the date of Final Acceptance Report, but not exceeding 14

months from the date on Bill of Lading. For consumable items (vt t tiu hao), components and spare

parts, Manufacturers warranty conditions apply.

Tt c thit b v ph kin thuc trch nhim giao hang ca ngi bn c Nh sn xut bo

hnh 12 thng k t ngy ca Bo co chp nhn cui cng, tuy nhin khng c vt qu 14 thng

k t ngy trn vn n. Vt t tiu hao v ph kin c p dng iu kin bo hnh ca nh sn xut

During the warranty period, the Seller is responsible for technical support to help the Buyer in

solving technical problems if the Goods show any defects. The first line of technical support shall be

by telephone and/or email.

Trong thi gian bo hnh, ngi Bn chu trch nhim h tr k thut gip ngi Mua gii quyt cc

vn k thut nu hang ha c li. Cch/knh h tr k thut u tin l bng in thoi v/hoc

email.

In the event of inappropriate or improper use, incorrect storage, erroneous assembly or start-up

by the Buyer or third parties, natural wear and tear, erroneous or negligent handling, improper

maintenance, use of inappropriate operating resources, defective construction work, or chemical, or

electrical influences for which Manufacturer is not responsible, the Buyer is not entitled to claim

against Manufacturer under warranty.

Ngi mua khng c quyn khiu ni Nh sn xut theo iu kin bo hnh nu ngi mua hoc

bn th ba s dng khng ng cch hoc khng hp l, bo qun khng ng cch, lp rp hoc khi

ng c li, li hao mn thong thng, vn hnh c sai st hoc bt cn, bo tr khng ng cch, s

dng nguyn vt liu vn hnh khng hp l, vic xy dng c li, do nh hng ca ha cht hoc

dng in.

Indemnity:

Each party shall indemnify, defend, and hold the other party harmless from and against any and

all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses,

liabilities, damages, costs, and expenses (including, without limitation, attorneys fees, accounting fees,

and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to

any operations, acts, or omissions of the indemnifying party or any of its employees, agents, and

invitees in the exercise of the indemnifying partys rights or the performance or observance of the

indemnifying partys obligations under this agreement. Prompt notice must be given of any claim, and

the party who is providing the indemnification will have control of any defense or settlement.

.Bi thng (3 points)

Mi bn s bi thng, bo v v gi cho bn kia khng b thit hi t v i vi bt k v tt c cc

khiu ni, hnh ng, kin tng, yu cu, nh gi, hay phn quyt i quyn li, v bt c hay tt c

cc thua thit, thit hi, trch nhim, chi ph v ph tn (bao gm, nhng khng gii hn, cc chi ph

lut s, chi ph k ton v cc chi ph iu tra trong phm vi php lut cho php) phi chu pht sinh

lin quan ti bt c hot ng, hnh ng hay thiu st no ca bn bi thng hay bt c nhn vin,

i l v khch mi trong vic thc thi cc quyn ca bn bi thng hay vic thc hin hay tun th

cc trch nhim ca bn bi thng theo bn hp ng ny. Thng bo ngay phi c a ra i vi

bt c yu cu no, v bn ang a ra bi thng s c s kim sot bt c vic bo v hay thanh ton

no.

Penalty:

The Manufacturer shall be liable to pay penalty in the following cases specified as breach of contract:

- In the event of late delivery: The Manufacturer has to pay as liquidated damages 2.5% of the

sum of performance bond if the Manufacturer delays 15 working days or more from the planned time

of shipment. If such delay exceeds 30 days, liquidated damages amounting up to 5% of the sum of

performance bond shall be due. In any event, the total maximum claim during the execution of this

contract is capped at 5% of the sum of the performance bond.

- In the event of shortage of quantity no penalty shall be due. Instead the Buyer shall be entitled

to a reduction of the Contract Price equalling the difference between the goods delivered and the goods

the Manufacturer was liable to deliver.

Pht: (3 points)

Nh sn xut phi chu pht trong nhng trng hp c coi l vi phm H sau y:

- Giao hang chm: Nh SX phi tr mt khon tin bi thng c quy nh trc bng 2.5%

gi tr bo lnh thc hin H nu nh SX giao hang chm 15 ngy lm vic k t ngy giao

hang d kin. nu giao chm qu 30 ngy, nh SX s phi tr khon tin bi thng c quy

nh trc bng 5% gi tr bo lnh thc hin H. Trong mi trng hp, tng s tin bi

thng trong thi hn ca H ny khng c vt qu 5% gi tr bo lnh thc hin H.

- giao hang thiu s khng b pht. trong trng hp ny ngi mua c quyn i gim gi H

tng ng vi khon chnh lch gia s hang thc giao v s hang nh SX c trch nhim

phi giao/l ra phi giao.

Limit of Liability:

In no event shall either party be liable to the other or any third party in contract, tort or otherwise

for incidental or consequential damages of any kind, including, without limitation, punitive or

economic damages or lost profits, regardless of whether either party shall be advised, shall have other

reason to know or in fact shall know of the possibility.

If one party to this contract causes damages to the other party, the injured party has the right to recover

the cost of the damages from the party causing the injury. Damage costs that could be recovered

include direct damages, which are damages that are a direct result of what happened, like medical costs

or property damage, and indirect damages. Indirect damages are those that are not directly caused by

the other party but that are incurred because the party was injured.

Gii hn Trch nhim (3 points)

Khng c bt c trng hp no m mt bn s phi chu trch nhim vi bn kia hay vi bt c bn

th ba no trong hp ng, kh c hay bt c phng thc no khc cho cc thit hi mang tnh kt

qu hay ph thm ca bt c hnh thc no, bao gm nhng gii hn, cc thit hi kinh t hay trng

pht, khng quan tm ti vic bn no c c bit, c l do khc bit hay trn thc t bit v kh

nng c th xy ra.

Nu mt bn gy ra thit hi cho bn kia, bn chu thit hi c quyn c bi thng tt c cc chi ph

cho thit hi t bn gy ra thit hi. Cc chi ph thit hi c bi thng bao gm cc thit hi trc

tip, vn l nhng thit hi l kt qu trc tip t nhng g xy ra, chng hn nh chi ph t hay

thit hi ti sn, v cc thit hi gin tip. Thit hi gin tip l nhng thit hi khng trc tip gy ra

bi bn kia nhng bn b thit hi vn phi chu.

Delay in delivery:

In the event of late Delivery for reasons other than force majeure as defined in Clause 17 above, the

Seller shall pay as liquidated damages and not as penalty the sum of 5% of the value of the undelivered

part per Day of late Delivery up to a maximum of 25% of the price payable under Clause 9 below.

Payment of liquidated damages shall be due without the Buyer having to furnish proof of any loss,

damage or injury.

Trong trng hp giao hng chm v cc l do ngoi nguyn nhn bt kh khng nh quy nh trong

iu 17 trn y, ngi bn phi thanh ton khon tin bi thng quy nh trc (ch khng phi

tin pht) mt khon bng 5% gi tr l hng cha giao tnh theo s ngy giao hng chm, ti a l

25% s tin phi tr theo iu 9 di y. Ngi bn phi thanh ton khon tin bi thng quy nh

trc v ngi mua khng phi cng cp bt c bng chng no v tn tht, hng hc cho hng ha

hay tn thng cho con ngi. (2 points)

Payment of liquidated damages by the Seller shall not preclude the Buyer from seeking compensatory

damages from the Seller for any loss, injury or damage arising from or in connection with late Delivery

of any Goods; in particular the Buyer shall be entitled to compensation from the Seller for any indirect

or consequential loss or damage, including but not limited to loss of profit, loss of use or loss of

contract, arising from or in connection with late Delivery of any Goods.

Vic ngi bn phi thanh ton khon tin bi thng quy nh trc s khng cn tr ngi mua yu

cu ngi bn bi thng thit hi cho cc tn tht, hng hc cho hng ha hay tn thng cho con

ngi trc tip hay gin tip pht sinh t vic giao hng chm. C th, ngi mua c quyn yu cu

ngi bn bi thng cc thit hi trc tip hay gin tip, bao gm nhng khng hn ch bi vic mt

li nhun, mt quyn s dng hoc mt hp ng pht sinh t vic giao hng chm. (2 points)

Disclaimer of warranty

The software provided under this Agreement is furnished as is and without support of any kind

whatsoever.

The Supplier disclaims all warranties with regard to any software licensed to the Purchaser under this

Agreement, including all implied warranties of merchantability and fitness for a particular purpose. In

no event shall the Supplier be liable for any special, indirect or consequential damages whatsoever

resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortuous

action, arising out of or in connection with use or performance of any software licensed under this

agreement.

T chi bo hnh

Phn mm giao theo H ny c cung cp nh hin ti/hin nhin m khng c bt k h tr no

khc.

Nh cung cp t chi bo hnh bt k phn mm no m ngi mua c php s dng theo tha

thun ny, bao gm c cc bo hnh n v kh nng mua bn li v nhng mc ch c th ph hp

no . Trong mi trng hp nh cung cp s khng phi chu trch nhim v cc thit hi trc tip

hay gin tip c bit no pht sinh t vic mt quyn s dng, mt s liu hay thit hi li nhun do

mt hnh ng theo hp ng, do l l hay cc hnh ng s sut khc pht sinh trc tip hoc gin

tip khi s dng cc phn mm c cp php theo tha thun ny.

Ngy, a im v cc iu khon giao hng

Vic giao hng c thc hin theo CIF cng Kobe (Nht Bn), Incoterms 2010. Ngy giao hng d nh l ngy 15 thng 10 nm 2011. Ri ro v quyn s hu i vi hng ha s chuyn t ngi bn sang ngi mua ngay khi giao hng.

Ni giao hng theo hp ng ny l cng Si Gn, Vit Nam

. Date, Place and Terms of Delivery

Delivery of the Goods shall be made CIF Kobe port (Japan), (Incoterms 2010). The scheduled date of

Delivery shall be 15th October 2011. Risk and title to the Goods shall pass from the SELLER to the

BUYER on Delivery.

The place of Delivery under this Contract is Saigon port, Vietnam.

Goods are to be packed in strongly sewn new single jute bags of 50kgs net weight with tare weight of

700 grams each. Shipment is to be effected in 2 containers 20 feet of 355 bags each (Full Container

Load). The SELLER shall be liable for any damage to or loss of the Goods attributable to improper or

defective packaging.

Hng ha phi c ng trong bao ay mi khu chc chn 50 kg khi lng tnh vi 700g trng lng b. Vn chuyn trong nguyn 2 container 20 feet vi 355 bao mi container. Ngi bn s chu trch nhim cho bt c h hng hay mt mt ca hng ha lin quan n li bao b.

3.5 Terms of discharge

After the ship reaches the discharging port, the commodity will be checked according to the sales

contracts time

The seller is to pay all the charge for checking fee and insurance SGS at the loading port and the buyer

is to pay all the charges at the discharging port

Discharge of cargo level: 3000MT per day not including Saturday, Sunday and holidays as the

ordinance of The Socialist Republic Vietnam.

3.6. iu khon ca vic d hng

Sau khi tu cp bn cng d, hng s c kim tra theo thi gian ca hp ng.

Ngi bn phi tr tin cho cc khon ph kim tra v bo him SGS ti cng bc hng v ngi mua

phi tr tt c cc khon tin ti cng d hng.

Khi lng d hng: 3000 mt tn mi ngy khng bao gm th by, ch nht v cc ngy l theo quy

nh ca nc cng ha x hi ch ngha Vit Nam.

2.In the event of a defect coming to light and being notified to the seller, the seller shall, at his

discretion and without undue delay, repair or replace the defective item at his own risk and cost.

Hng c giao theo iu kin Giao hng ti xng. Khch hng s chu mi ri ro v trch nhim i vi hng ha. Bt c s thiu hng, tn tht, mt mt phi c ngi chuyn ch bo ngay khi nhn hng. Theo nhu cn c th, qu v c th yu cu ngi chuyn ch nhn hng hoc yu cu chng ti nhn hng. S la chn ca qu v phi c thng bo kp thi cho chng ti

1. The goods are delivered Ex- Works. The goods travel at the clients risk and responsibility. Any shortages, losses or damage must be signaled at the moment of collection by the carrier.

Based on your specific needs, you could decide to ask the carrier in order to collect the goods or

to delegate us to do this for you. Your option shall be due informed to us.

Bao b: Go phi c ng trong bao ay mi trng lng tnh mi bao 50kg, khong 50,6 kg c b, khu tay ming bng ch ay i thch hp cho vic bc vc v vn ti ng bin; ngi bn s cung cp 0,2% bao ay mi min ph ngoi tng s bao c xp trn tu.

Packing: Rice to be packed in single jute new bags of 50 kgs net each, about 50,6 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

3.Seller shall be liable for and shall protect, defend, indemnify and hold harmless Buyer from and

against any and all claims, liabilities, cost, charges, damages and expenses of every kind and nature, in

terms of injury, illness or death of, or damage to or loss of assets of any third party, arising during

and/or as a result of the performance of this Order without regard to whether any act or omission of

Buyer contributed to such injury, death or damage to or loss of assets.

Ngi bn s chu trch nhim v s bo v, m bo, bi thng v gi cho ngi mua khng b thit hi t v i vi bt k hay tt c cc khiu ni, trch nhim, chi ph, thit hi v ph tn i vi bt k loi hnh hay trng thi no, lin quan ti thng tch, thng vong v ngi hay thit hi, mt mt v ti sn ca bt k bn th 3, pht sinh trong qu trnh v/hoc do kt qu ca vic thc hin n hng ny gy ra khng lin quan ti vic thc hin ca ngi mua gy ra thng vong, thit hi, tn tht v ti sn.

1. Seller shall use its reasonable efforts to deliver the Goods to Buyer on or before 20 June 2011,

delivery shall be made by air freight to Buyer at the specified address. If the delivery is not

made within 45 days of the scheduled delivery date, other than because of the fault of Buyer or

by force majeure as set forth in Section 4.1, Buyer may cancel its purchase of the Goods. All

transportation, shipping and handling charges shall be paid by Buyer. Buyer bears all risk of loss

or damage to the Goods after the Goods have been received by Buyer.

NB s c nhng n lc hp l giao hng cho NM vo hoc trc ngy 20-6-2011, giao hng c

thc hin bng ng hng ko chuyn ti NM ti 1 a ch nht nh. Nu vic giao hng ko dc thc

hin trong vng 45 ngy theo thi gian hng dc quy nh, khng phi do li NM hoc do bt kh khng

dc quy nh theo mc 4.1, NM co th hy vic mua hng. V vn ti, giao hng v bc d s do NM

chu. NM s chu mi ri ro v tn tht hay mt mt i vi hng ha sau khi NM nhn hng.

1. Seller shall be responsible for and shall protect, defend, indemnify and hold harmless Buyer from

and against any and all claims, liabilities, costs, damages and expenses of every kind, with

respect to injury or death or damage to or loss of property of any person employed by Seller

arising during and/or as a result of the performance of this Contract.

NB s chu trch nhim, bo v, bi thng, khng lm phng hi n NM i vi bt c khiu

ni, trch nhim php l, chi ph, tin bi thng v mi chi ph lin quan ti thng vong, cht

hoc tn tht, mt mt i vi bt c ngi no do NB tuyn dng pht sinh trong khi v/ hoc l

do vic thc hin HD.

2. Seller warrants that the design, equipment and goods supplied under this Contract comply with

the stated specifications are free from defects in materials, free from defects in workmanship, fit

and suitable for the purpose and use for which they are intended as stated in this Contract.

NB bo m rng tht k, thit b v hang ha c cc theo HD ny tun theo quy cch dc

quy nh khng c khim khuyt v NVL, trnh tay ngh, ph hp vi mc ch v vic s

dng dc quy nh trong HD.

3. Late Payments: Any amounts payable by Buyer hereunder which remain unpaid after the due

date shall be subject to a late charge equal to 1.5% per month from the due date until such

amount is paid.

TT chm : bt c khon tin m NM phi tr di y m cha dc TT sau ngy o hn s tun

theo mc ph tr chm tng ng mc 1,5 % / thng tnh t ngy o hn n khi khon tin

c TT.

1. Bt c khon cc ph vn ti mi, hoc b sung hoc tng ln, cc khon ph ph, thu, thu hi

quan, nhng khon ph khc do chnh ph nh thu hoc ph bo him, nhng khon c th pht sinh

cho Ngi bn lin quan n hng ha sau khi k kt Hp ng ny, th s tnh tin vi Ngi mua v

c Ngi mua hon tr li cho Ngi bn khi c yu cu.

=> Any new, additional or increased freight rates, surcharges, taxes, customs duties, other charges

levied by the government or insurance premiums, which may be incurred by SELLER with respect to

the Goods after the conclusion of this Contract, shall be for BUYERs account and reimbursed to

SELLER by BUYER on demand.

2. Thanh ton cho ho n thng mi c thc hin vo hoc trc ngy th ba mi sau khi nhn

c hp ng. Nu ngy th ba mi ri vo ch nht hoc ngy l, ngy lm vic tip theo s c

coi l ngy o hn thanh ton. Khch hng c th t chi thanh ton i vi cc hng mc ang tranh

chp cho n khi tranh chp c gii quyt theo tho thun. Vic khch hng thanh ton khng lm

mt i quyn khiu kin ca khch hng v bt k mc no c lp ha n sau ny.

=> Payments of commercial invoiced items shall be made on or before the thirtieth (30th) day after

receipt thereof. If the thirtieth (30th) day falls on a Sunday or an announced public holiday, the next

working day shall be deemed to be the due day for payment. Payments in respect of disputed items may

be withheld by Buyer until the settlement of the dispute by mutual agreement. Payments made by

Buyer shall not exclude the right of Buyer to thereafter dispute any of the items invoiced.

3. Theo quy nh ti iu khon ny, ngha v ca ngi bn s bao gm nhng khng hn ch vic

xin giy php XNK, lm th tc thng quan hng ha cho nguyn vt liu, thit b, tu, linh kin, ph

tng v cung cp cc chng t cn thit cho vic xin giy php v lm th tc thng quan.

=> Seller's obligations under this Article shall include, without limitation, obtaining all necessary or

appropriate import and export licenses and Customs clearances for materials, tools, vessel, parts and

spares, and equipment and providing all documentation in support of such licenses and clearance

4. Ngi bn s giao chuyn hng u tin trong vng 30 ngy k t ngy Ngi bn nhn c thng

bo v mt th tn dng khng hy ngang c pht hnh cho anh ta hng li. Tt c cc chi ph

v L/C Singapore do Ngi bn chu. Tt c chi ph v sa i L/C (nu c) do Ngi mua chu.

=> SELLER shall make the first shipment within 30 days from the date SELLER receives notification

of an Irrevocable L/C which has been issued in his favour. All costs of L/C in Singapore shall be for

SELLERs account. All L/C amendments costs (if any) shall be for BUYERs account.

Translate into Vietnamese

Ngi bn c ngha v giao nhng hng ha c ghi trong hp ng ny vo trc hoc trong khong thi gian nu trong hp ng ny ty thuc vo s sn sng ca tu v khoang tu.

The obligations of Seller to ship the goods specified in this Contract by the time or within the period specified in this contract shall be subject to the availability of the vessel or the vessels space.

Nh sn xut phi chu pht trong nhng trng hp c coi l vi phm H sau y: giao hang thiu s khng b pht. trong trng hp ny ngi mua c quyn i gim gi H tng ng vi khon chnh lch gia s hang thc giao v s hang nh SX c trch nhim phi giao/l ra phi giao.

The Manufacturer shall be liable to pay penalty in the following cases specified as breach of contract: In the event of shortage of quantity no penalty shall be due. In this case, the Buyer

shall be entitled to a reduction of the Contract Price equalling the difference between the goods

delivered and the goods the Manufacturer was liable to deliver.

Translate into English

1. Hp ng ny s c hiu lc sau khi hai bn k kt, vo ngy nhn c ph chun cn thit cui cng t cc nh chc trch c thm quyn nc ngi bn v ngi mua. Nu hp ng khng c hiu lc trong vng 90 ngy k t ngy k kt, n s tr nn v hiu.

the contract shall be come into force after execution by both parties on the date of the last

necessary approval by the competent authorities in the country of the seller and the buyer. If the

contract has not come into force within 90 days of execution, it shall become null and void

2. Hng c giao theo iu kin Giao hng ti xng. Khch hng s chu mi ri ro v trch nhim i vi hng ha. Bt c s thiu hng, tn tht, mt mt phi c ngi chuyn ch bo ngay khi nhn hng. Theo nhu cu c th, qu v c th yu cu ngi chuyn ch nhn hng hoc yu cu chng ti nhn hng. S la chn ca qu v phi c thng bo kp thi cho chng ti The goods are delivered EXWS. The goods travel at the clients ricks and responsibility. Any shortage, damage or loss must be signaled upon/at the moment of collection by the carrier. Based on

specific needs, you may ask the carrier to collect the goods or delegate us to do this. Your option shall

be due informed to us

5. Hng s c ng trong cc thng g mi, chc chn, ph hp vi vic bc vc v vn chuyn bng ng bin v s c bo v tt, chng kh nng b m, va p, g hay vn chuyn mnh. Ngi bn phi chu bt k h hi hay mt mt no xy ra i vi hng ha m nguyn nhn l do li bao b. Goods shall be packed in strong new wooden cases, suitable for portage and sea transportation

and well-protected against moisture/ damp, shock, rust or rough handling. The seller shall be liable for

any damage to or loss of the good due to improper or defective packing

6. Trn b mt mi kin giao theo hp ng ny s phi c k m hiu : s kin, kch thc ca mi kin, trng lng c b, trng lng tnh, v tr nng nhc, s L/C v nhng cu ch: chiu ny ln, xin nh tay, ch kh ro v k hiu DHD/2012.

On the surface of each package delivered under this contract shall be marked: the package number,

the measurements of the package, gross weight, net weight, the lifting position, the number of L/C

and the words: RIGHT SIDE UP, HANDLE WITH CARE, KEEP DRY and the mark DHD/2012.

Remember: keep frozen, do not freeze, do not turnover, catch fire(hng d chy, sling here( mc y), do not drop, do not stack( khng xp chng ln nhau), fragile, use no hooks

8. Ngi Bn s phi thng bo bng e-mail/th tay/fax ti Ngi Mua m s hp ng, tn hng, s lng, gi tr ha n, trng lng c b, tn tu vn chuyn v ngy khi hnh trong vng hai ngy t k t khi hon thnh vic bc hng. the seller shall send by email/ letter/fax advising the buyer of the contract number, the

commodity ,the quantity, the invoice value, gross weight, the name of vessel and its sailing date within

2 days after completion of loading

11. Tc xp hng: 800 MT mi ngy lm vic lin tc 24h thi tit cho php lm vic , ch nht, ngy ngh c tr ra thm ch nu c s dng, trn c s c t nht t 4 n 5 hm tu/hm hng lm vic bnh thng v tt c cc cn cu sn sng trong trng thi tt. Loading rate: 800MT per weather working day of 24 consecutive hours, Sundays and holidays

excepted, even if used, based on the use of at least 4 to 5 normal working hatches/ holds and all cranes

available in good condition.

13. Mt bn khng th thc hin cc ngha v theo hp ng ny s ngay lp tc phi thng bo cho bn kia thi gian bt u v kt thc nhng s vic ngn cn vic thc hin ngha v ca mnh.

A party unable to meet/perform its obligations under this contract shall immediately advise the

other party of the time of commencement and termination of the circumstance preventing the

performance

14. Nu vic giao hng khng c thc hin trong vng mt thng k t ngy giao hng c tha thun, th NB s phi tr cho NM 0.1% gi tr ca hp ng.

If delivery is not effected within 1 month from agreed date of delivery, the the seller shall pay

the buyer 0,1% of price contract.

15. Nu NB khng giao hng vo ngy n nh, NB s phi chu mt khon tin pht cho khong thi gian giao hng chm cho n khi vic giao hng c hon tt. Khon tin pht s l 2 % cho tun th nht giao chm hoc bt c ngy no trong tun .

If the seller fails to deliver the goods at the fixed date, the fine shall be imposed upon him for

period of delay until delivery is completed. The fine shall be 2% for fist week( of delay) or any part of it

16. Nu tu do NM ch nh khng cp cng vo ngy hoc trc ngy giao hng tha thun th NB s c ton quyn giao hng n kho ngoi quan ti cng, v s c xem nh hon thnh ngha v giao hng ca mnh theo H ny.

If the vessel named by the seller fails to arrive on or before the agreed delivery date, the seller

may, at his discretion, deliver the goods to a bonded warehouse in the port, and shall be deemed to

have fulfilled his delivery obligations under this contract

Translate into Vietnamese

1. In the event that you do not agree with the terms and conditions or if you feel unable to comply

with any of the terms and conditions, please arrange an amendment of the credit through your

contracting party (the applicant for the credit).

Trong trng hp bn khng ng vi cc iu khon v iu kin hoc nu bn cm

thy khng th tun theo bt k iu khon v iu kin, th hy sp xp mt sa i tn dng

thng qua cc bn tham gia hp ng ca bn (ngi xin m tn dng).

2. The Sellers total liability for all claims for damages made against him by the Buyer under this

Contract or otherwise shall not exceed 10% of the Contract price.

Tng trch nhim ca ngi bn i vi tt c cc khiu ni v tn tht m ngi mua i

ngi bn theo Hp ng ny hoc theo cch khc s khng c vt qu 10% gi tr ca

hp ng.

3. All income taxes, value added taxes, customs duties, excise charges, stamp duties or other fees

levied by any government, governmental agency or similar authority shall be borne exclusively

by the party against whom they are levied.

Tt c cc loi thu thu nhp, thu gi tr gia tng, thu hi quan, thu tiu th c bit, thu

trc b v cc l ph khc c nh thu bi bt k chnh ph, c quan chnh ph hoc c

quan chc nng tng t s do bn b nh thu chu mt mnh.

4. In the event that the government of the Buyers country levies income taxes or value added taxes

against the Seller, then the Buyer shall compensate and hold harmless the Seller against such

levies.

Trong trng hp chnh ph ca nc ngi mua nh thu thu nhp hoc thu gi tr gia tng i vi ngi bn, th ngi mua phi bi hon khng bt ngi bn phi chu cc khon thu y.

5. Payment shall be made by means of an irrevocable, confirmed letter of credit. The Buyer shall

open the letter of credit on or before 8th March 20.. on the terms agreed by the parties and

annexed to this Contract as Appendix 1.

Thanh ton c thc hin bng th tn dng khng th thu hi, c xc nhn. Bn mua s

m th tn dng vo hoc trc ngy 08 thng ba 20 .. trn cc iu khon c tha

thun bi cc bn v c nh km vo hp ng ny nh Ph lc 1.

6. This Contract shall not come into force under Clause 16 below until the Seller has received

advice that the letter of credit has been opened in his favor and has ascertained that the terms are

in accordance with those agreed between the parties.

Hp ng ny khng c hiu lc theo iu khon 16 di y cho n khi ngi bn nhn

c thng bo rng th tn dng c m cho ngi bn c hng li v ngi bn

bit chc chn rng cc iu khon l ph hp vi nhng tha thun gia cc bn.

7. Payments in respect of disputed items may be withheld by Buyer until the settlement of the

dispute by mutual agreement. Payment made by Buyer shall not exclude the right of Buyer to

thereafter dispute any of the items invoiced.

Thanh ton cc mt hng c tranh chp c th b ngui mua t chi cho n khi vic gii

quyt tranh chp c 2 bn nht tr. Vic thanh ton ca ngi mua khng loi tr quyn

khiu ni ca ngi mua sau vi nhng hng ha tranh chp c ghi trong ha n.

8. All books of account and other financial documents shall be inspected periodically if so

requested by either Party. Full accounts may be audited upon the completion of the Work in

accordance with the Laws of Vietnam if so required by competent authorities or either Party.

Tt c cc s sch k ton v cc chng t ti chnh khc phi c kim tra nh k nu 1

trong 2 bn yu cu. Ton b s sch k ton c th oc kim ton khi hon thnh cng

vic nhng ( vic kim ton) phi ph hp vi lut php VN nu c quan c thm quyn

hoc 1 trong 2 bn yu cu.

9. Any dispute regarding the Joint Ventures financial matters shall be settled by the said auditors

who in settling the matter shall act as an expert and not as arbitrators, unless otherwise agreed by

Parties in writing.

Mi tranh chp lin quan n cc vn ti chnh ca lin doanh s c gii quyt bi

kim ton vin oc nhc ti trn nhng ngi gii quyt vn s ng vai tr l mt

chuyn gia khng phi l trng ti, tr trng hp 2 bn c tho thun khc bng vn bn.

10. If the Principal fails to settle the payment within the period as agreed upon, except for any

amount/invoice in disputes, then it shall be liable to pay to the Consultant an interest on the

amount overdue from the due date until the actual date of payment on the basis of the interest

rate applicable to the Vietnam dong published by the State Bank of Vietnam at the time of

payment.

Nu bn thu t vn khng thanh ton trong khong thi gian nh tho thun, tr khon

tin / ha n b tranh chp, th bn thu t vn s c trch nhim tr cho bn t vn 1

khon li sut trn s tin qu hn t ngy dn hn cho n ngy thc s thanh ton vi li

sut p dng cho ng VN do NHNN VN ban hnh vo thi im thanh ton

11. All banking charges outside Vietnam are for the Sellers account and all banking charges inside

Vietnam are for the Buyers account. Charges for amendment, if any, are for account of Party

who requests it unless L/C is not opened in accordance with this Contract.

Mi khon ph ngn hng bn ngoi Vit Nam do ngi bn chu v mi khon ph ngn

hng trong Vit Nam do ngi mua chu. Chi ph cho vic sa i L/C, nu c, s do bn yu

cua sa i chu tr khi L/C oc m khng ph hp vi H ny .

12. If Buyer fails to make any due payment, to establish a letter of credit or otherwise to perform its

obligations hereunder, Seller may demand that Buyer provide, within a reasonable time,

adequate assurance satisfactory to Seller of the due performance of this Contract and may

withhold shipment or delivery of the undelivered Goods until such assurance is given.

( provide SB of ST)

Nu bn mua khng thc hin bt k vic thanh ton ng hn, khng me L/C hay khng

thc hin ngha v ca mnh theo hp ng ny, ngi bn c th yu cu ngi mua, trong

khong thi gian hp l, a ra nhng m bo tha mn vi ngi bn v vic thc hin

ng H ny v ngi bn c th ngng chuyn hoc giao nhng mt hng cha giao cho

n khi nhn c s m bo t pha ngi mua .

13. In the event that CLIENT disputes any items on a particular invoice CLIENT shall only be entitled to withhold from payment the actual amount in dispute. If CLIENT disputes any items

on an invoice, CLIENT shall inform CONTRACTOR of the disputed item within thirty (30)

days of the receipt by CLIENT of that particular invoice.

Trong trng hp KHCH HNG khiu ni bt k mt hng no trn ha n th KHCH HNG s ch c quyn ngng thanh ton nhng khon tin cn tranh chp. Nu Khch hang khiu ni bt k mc no trn ha n, KH s thong bo cho nh thu v nhng mc khiu ni tgn vng 30 ngy kt t ngy Kh nhn c ha n

14. As a condition precedent to making any payments to CONTRACTOR, CONTRACTOR shall, if requested by CLIENT provide satisfactory evidence that the payment for all labour, materials,

equipment and other obligations arising out of the performance of this CONTRACT have been

fully specified and discharged.

iu kin tin quyt thc hin bt k vic thanh ton no cho nh thu l nh THU s phi cung cp cho KH ,nu c yu cu, cc bng chng tha mn v vic thanh ton cho lao ng, NVL, Tb v cc ngha v khc pht sinh t vic thc hin HD ny, oc ch r v thanh ton

15. All invoices claimed by CONTRACTOR shall be itemized as being directly associated with the CONTRACT and shall be verified and signed by the authorized signatory designated in

ARTICLE 18.0 prior to submission to CLIENT for payment. Invoicing for WORKS performed

shall be kept current at all times

Tt c cc ho n m nh thu khiu ni s phi c k thnh tng mc ph hp vi Qnh ca H ny v s phi c xc nhn v k bi ngi c y quyn theo mc 18 trc khi trnh chi KH thanh ton. Hn cho cc cng vic oc thc hin s phi c cp nht

Translate into English

1. Vic thanh ton s c coi l c thc hin ch khi s tin theo hp ng c tr vo ti

khon ngn hng ca Ngi Bn - NB v NB c ton quyn s dng.

Payment shall be deemed to have been made only when the contract sum is paid into the sellers bank account and at the sellers full disposal

2. Nu vic thanh ton bt c s tin phi tr no b tr hon, NB s c quyn nhn tin li trn s

tin cha tr trong khong thi gian tr hon . Tin li s tnh t l theo nm, cao hn t l

chit khu ca Ngn hng Trung ng nc NB 3%.

If payment of any sum payable is delayed, NB shall be entitle to receive interest on the amount

unpaid during the period of delay. The interest shall be at an annual rate three percentage points

above the discount rate of the central bank in the sellers country. 3. Ngi mua- NM, trn c s nhn c Xc nhn n t hng t NB, s m mt th tn dng

khng hy ngang,c xc nhn, t nht 20 ngy trc ngy giao hng. Th tn dng ny tun theo

Quy tc thng nht v thc hnh Tn dng chng t, bn sa i nm 1993, n phm s 500 ca

ICC.

The seller, on receipt of confirmation of order from the buyer, shall open irrevocable, confirmed

L/C, at least 20 days before date of delivery. This L/C shall be subject to uniform customs and

practice for Documentary Credits, 1993 Revision, ICC publication No.500

4. Vi mi tun chm tr, NB s tr 1% gi tr hp ng, ti a l 10% gi tr hp ng.

For each week of delay, The seller shall pay 1% of the contract price, up to a maximum of 10% of the

contract price

5. Bt c s sai khc no gia iu khon thng nht gia cc bn v th tn dng nh pht

hnh s c NB thng bo cho NM ngay lp tc.

Any discrepancy between terms agreed by the parties and the L/C as issued shall be immediately

notified to the buyer by the seller

6. Vic thanh ton cho nhng mt hng theo ha n thng mi s c thc hin vo hoc trc

ngy th 30 sau khi nhn c hng. Nu ngy th 30 ri vo mt ngy ch nht hoc mt ngy

ngh l c cng b th ngy lm vic tip theo s c coi nh l ngy n hn thanh ton

Payment of items on commercial invoice shall be made on or before 30th after receipt of the good. If the

30th day falls in Sunday or announced public holiday , then the next working day shall be deemed to be

due day/ date for payment

7. 20% gi tr th tn dng s c thanh ton trn c s hi phiu ca NB i km vi ha n;

80% cn li s c thanh ton trn c s hi phiu ca NB km vi chng t vn ti.

20% of the credit shall be available against sellers draft accompanied by invoice; the remaining 80% shall be available against sellers draft accompanied by shipping documents

8. Tt c cc khon thanh ton s c Bn thu t vn tr vo ti khon ng Vit Nam ca Bn t vn tr khi cc bn c tha thun chung khc

All payments shall be made by the principal to the consultant bank account in VN dongs, unless otherwise mutually agreed by the parties

9. Vic xut trnh nhng chng t sau y cho Ngn hng Ngoi Thng VN s c thanh ton trong vng 3-5 ngy lm vic ca ngn hng sau khi nhn c in tn ca Vietcombank xc nhn rng cc chng t c kim tra tun th vi cc iu khon cua Th Tn dng.

Presentation of the following documents to the bank for Foreign bank of VN is payable with 3-5

banking days after receipt of telex from Vietcombank certifying that the documents have been

checked in conformity with the L/C

10. Khch hng c quyn li thanh ton nu nh c bt k ha n no ca Nh thu khng bao gm cc chng t chng minh i km m Khch hng yu cu.

The Client shall be entitled to withhold payment if any invoicse of the contractor do not include the

supporting documents required by the client

11. Trong trng hp NM khng m Th tn dng trong vng 4 ngy k t ngy nhn c xc nhn t NH Vietcombank, NB s thu hi Giy Bo lnh thc hin H t Vietcombank v H s t ng c hy.

In the event that the buyer fails to open an L/C within 4 days after receiving confirmation from VCB,

the buyer shall collect performance bond from VCB and then the contract is automatically cancelled

12. NB s c thanh ton bng Th tn dng khng hy ngang c m bi Vietcombank H Ni v c thng bo cho NB qua NH Indosuez Singapore, c thanh ton ngay khi xut trnh ln u tin chn b chng t vn ti.

The seller shall be paid by irrevocable L/C opened by VCB HNoi and advised to the buyer through

Indosuez bank in Singapore, payable at sight against first presentation of full set of shipping

documents

13. Cc ha n s phi ghi r s Hp ng v tiu v c gi 1 bn gc v mt bn sao y cc chng t cn thit m Khch hng yu cu v gi ti a ch..

Invoices shall indicate the contract number and title and shall be submitted in 1 original and 1

copy with the necessary documents required by the client and shall be addressed to . 14. Nu vic thanh ton cho hng ha c tin hnh bng th tn dng, NM s m cho NB hng

mt th tn dng khng hy ngang qua mt ngn hng hng nht c uy tn quc t ngay sau k kt hp ng ny theo hnh thc v cc iu khon tha mn i vi Ngi bn.

If payment for the goods is made by a L/C, the buyer shall open in favour of the seller an

irrevocable L/C through a prime/first-class internationally recognized bank after execution of this

contract in a form and under/on terms satisfactory to the seller.

Tt c cc s sch k ton v nhng chng t ti chnh s c kim tra nh k nu c mt

trong hai bn yu cu. Cc ti khon y c th c kim ton trn c s hon thnh cng

trnh tun theo php lut ca Vietnam nu c cc nh chc trch yu cu hoc mt bn yu

cu.

All books of accounts and other financial documents shall be inspected periodically if so

requested by either Party. Full accounts may be audited upon the completion of the Work in

accordance with the Laws of Vietnam if so required by competent authorities or either Party.

Nu Ngi mua khng thanh ton cho hng ha theo Hp ng, Ngi mua s phi tr Ngi

bn mt khon li sut qu hn nh l bi thng thit hi, ch khng phi mt khon pht, tnh

theo t l thp hn 18%/nm hoc t l li sut ti a theo lut ca nc Ngi mua, tnh t

ngy n hn tr tin cho ti ngy thc tr trn c s 360 ngy/nm cho s ngy qu hn.

If BUYER fails to pay for the contracted Goods, BUYER shall pay SELLER liquidated

damages but not a penalty for overdue interest at the rate of the lower of 18% per annum or the

maximum interest rate permitted by the law of BUYERs country, calculated from the due

payment date until the actual payment date on 360-day-a-year basis for the actual number of

days elapsed