APPLICABLE FROM JAN 1st 2015
SALE AND PURCHASE CONTRACT No. HF.FRM.PAPO.93Ki.22 DATE : 06/09/2016
Article 1.PARTIESTHIS SALE AND PURCHASE CONTRACT (Contract) is made on above date between:
Purchaser / Seller
Honda Vietnam Company Limited, a company incorporated under the laws of Vietnam whose registered office is at Phuc Thang Ward, Phuc Yen Town, Vinh Phuc Province, having investment certificate 191022000110 issued by Vinh Phuc People Committee on June 26, 2008, represented by Mr. Yuichi Akita, in his/her capacity as General Manager of Purchasing Unit (the Purchaser) / , a companyincorporated under the laws of Vietnamwhose registered office is at Room 501, No. 1 alley 329, Cau Giay street, Thanh Tri District, Dich Vong Ward, Cau Giay district, Ha Noi City having business registration certificate/investment certificate number issued by Department of Planning and Investment in Ha Noi on 18/03/2008, represented by Mr in his/her capacity as Director (the Seller)
Article 2.SALE AND PURCHASE
Subject to the terms and conditions provided in this Contract, the Seller shall sell, and the Purchaser shall purchase,SETvvvvvvvvvvvvvvv(Products/Goods).
Article 3.PRODUCTS/GOODS, DELIVERY AND TOTAL CONTRACT PRICE
3.1. Description and specifications of the Products/Goods
[Description:
Material: as bidding dossier; Size: as bidding dossier;
Origin: as bidding dossier; Quantity: as bidding dossier;
Warranty: 12 months ; Packing: as bidding dossier;
and further descriptions and specifications of the Products/Goodsspecified in Appendix 1 of this contract]
3.2 The Seller shall deliver the Products/Goods to the Purchaser in accordance with the following provisions:
-Time of delivery: 20 February 2017
- The Products/Goods shall be installed and tested by: (select one (01) option)
Seller and no service fee is charged on Purchaser
Seller and a reasonable fee is charged on Purchaser
Purchaser
at location as specified by the Purchaser.
[note: other conditions need to be put it subject to requirements for each transaction]
3.3 Total Contract Price and Payment :
3.3.1. Total Contract Price
3.3.1.1 Price of Products/Goods: 12.492.004.800 VND (in words: Twelve billion, four hundred, ninety two million, four thousand and eight hundreddongs. (inclusive of VAT and other costs arising in forwarding & shipment, );
And (select one (01) option:
3.3.1.2 No fee for installation or testing
Installation/testing fee shall be: , in words: / This TotalContract Price includesexcludes Foreigner Contract Tax or other obligations under Vietnamese laws prescribed in Article 9.1 of this Contract which are borne by Seller (if any) but be paid by the Purchaser; and The Purchaser shall deduct such tax or other obligations into the payment of Purchaser as stated in this Contract.
3.3.2. Payment :
- The payment of 12.492.004.800 VND( in words: Twelve billion, four hundred, ninety two million, four thousand and eight hundreddongs.) as the Total Contract price shall be made by the Purchaser on or after the completion of the delivery of the Products/Goods ; the quality test for the satisfaction of the Purchaser; and the time that official invoices (original invoices) and other required documents as provided in Appendix 3 including but not limited to material test result, certificate of quality, etc, delivered to the Purchaser (at least 25 days before the Payment due date).).
- The payment procedure as follow :
Paymentof100% total Contract Price after the Purchaser receives the following documents:
+ Signed hand over minute.
+ Regular invoice issued by the Seller
+ Seller submits the valid Guarantee Bond with the amount equal to five percent (5%) of total Contract Pricewhich issued by the Seller’s Bank for one year (01) of Guarantee period from issue date.
+ Payment proposal documents with value of 100% oftotal Contract Price (indicate name and no. of Bank’s account).
- Payment shall be made through banking transfer to Seller’s account No.:020002045010 at Sai Gon Thuong Tin Commercial Joint Stock Bank -Dong Xuan branch
- Time of payment: Payment shall be made by the Purchaser in one/some of the 03 (three) occasions on: 2nd, 12th and 23rd, in every month.
Article 4.OTHER TERMS AND CONDITIONS
In addition to the terms and conditions hereof, the Contract shall comprise and be subject the General Conditions of Purchase attached hereto, provided that in the case of any conflict between the terms and conditions of the body of the Contract and the General Conditions of Purchase, the former shall prevail.
Article 5.SIGNATURES & STAMPS
IN WITNESS WHEREOF, the Seller and Purchaser have caused this Contract to be duly executed as of the date first above written.
For Honda Vietnam Company Limited, as the Purchaser / For, as the Seller
By:______
Name:Mr. Yuichi Akita
Title:General Manager of Purchasing Unit / By:______
Name:
Title:Director
GENERAL CONDITIONS OF PURCHASE
1
APPLICABLE FROM JAN 1st 2015
Article 6.Definitions
6.1“Conditions” means these terms and conditions for the purchase of the Products, which are incorporated into and form part of the Contract.
6.2“Contract” means the contract between the Seller and the Purchaser for the purchase of the Products, together with these Conditions, and any documents (if any) incorporated by reference in the Contract.
6.3“Party” means the Seller or the Purchaser, as the context requires and “Parties” means both of them.
6.4“Products” means the products, goods or items which are the subject of the Contract.
6.5“Purchaser” means “Honda Vietnam Company Limited”.
6.6“Seller” means the person, firm or company who agrees to sell the Products to the Purchaser pursuant to the terms of the Contract.
6.7In the Contract, unless the context otherwise requires:
(a)the singular includes the plural, and the converse also applies;
(b)a reference to an Article is a reference to an article of the Contract;
(c)a reference to an agreement or contract or document or laws is to the agreement or contract or document or laws as amended, supplemented, or replaced;
(d)a reference to a Party or to a party to another document includes the Party’s or party's successors, permitted substitutes and permitted assigns;
(e)the words include, includes and including are not limiting;
(f)article headings are for ease of reference only;
(g)a reference to a person includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership, or employee representative body and includes a reference to that person’s legal personal representatives, successors and permitted assigns;
(h)any reference to a day shall refer to a calendar day and to a week, month or year shall be to a calendar week, month or year and a time of day is a reference to Hanoi time;
(i)the words "written" and "in writing" include any means of visible reproduction of words in a tangible and permanently visible form; and
(j)Reference to a business day means a day (other than a Saturday or Sunday or Purchaser's holidays) on which banks are generally open for business in Vietnam.
Article 7.Application
7.1For avoidance of doubt, these Conditions shall apply to and be incorporated into the Contract.
7.2These Conditions shall prevail over differing or additional terms and conditions proposed by the Seller, including these contained in any offer or invoice. Such differing or additional terms and conditions shall not become part of the Contract without the express written consent of the Purchaser.
7.3The Seller’s terms and conditions are herewith rejected.
Article 8.Quality & Compliance, Statutory Obligations
8.1The Seller warrants that all the Products, shall, where applicable:
(a)conform to the quantity, quality, specifications, description and any other particulars contained in the Contract;
(b)conform to any sample, design criteria, drawing, description and specification furnished by the Purchaser and other requirements described or referenced in the Contract; and
(c)be of good quality and fit for any intended use of the Purchaser and free from all defects, liens, encumbrances and other claims against title.
8.2The receipt of the Products by the Purchaser, shall not release the Seller from its responsibilities and liabilities in connection with the Products in terms of quality requirement.
8.3The Seller shall comply with all relevant statutes, rules and regulations and bye-laws affecting its obligations and the performance of the Contract.
8.4This Article 8 shall apply to any replacement, repaired, substituted or remedial Products.
Article 9.Price & Payment
9.1Unless otherwise agreed in the Contract, the Purchaser shall only be responsible for Value Added Tax (VAT) imposed by the Vietnamese Government provided the Seller has submitted appropriate information or documentation to allow the Purchaser to recover such taxes as appropriate. The Purchaser shall have no other or further liability to the Seller with respect to any tax, duty, levy or the like imposition for which the Seller may be liable as a result of the sale of the Products. If the Purchaser is required to withhold any tax or charge pursuant to any applicable law or regulation, the Purchaser shall be entitled to claim the Seller refund and/or withhold and deduct such tax or charge from the price before payment to the Seller. The Seller shall use its best efforts to assist the Purchaser in all legal efforts to minimize the taxes resulting from the performance of the Contract.
9.2Whenever any payment required by the Contract is due on a day other than a business day, such payment shall be made on the next succeeding business day.
9.3The Purchaser shall be entitled to set off against the price any sums owed to the Purchaser by the Seller.
9.4Payment will be in the currency of specified in the Contract. In case the payment in other currency, other than the currency specified in the Contract, exchange rate shall be the buying rate of Bank of Tokyo Mitsubishi UFC, Hanoi Branch at issued invoices times.
Article 10.Delivery and Delays, Marked Products, Title and Risk
10.1The Products shall be delivered on the date (the "Delivery Date") and at the factory of the Purchaser in Phuc Thang Ward, Phuc Yen Town, Vinh Phuc Province, Vietnam or other place(s) as specified in writing by the Purchaser. The Purchaser may alter such dates and destinations upon giving the Seller reasonable notice in writing of such alterations.
10.2Time of delivery is of the essence of the Contract. Failure to meet the Delivery Date specified on the Contract shall constitute a breach of the Contract. If the Seller fails to deliver the Products in accordance with the Contract, or fails to deliver prior to or by the Delivery Date, then the Seller shall pay to the Purchaser penalty calculated at the rate of 0.5 % of the aggregate price of the Contract for each day of delay starting from the date of default, but the total penalty shall not exceed the maximum amount permitted by applicable law. The Purchaser may, but shall not be bound to, deduct such penalty, whether in whole or in part, from any moneys due from the Purchaser to the Seller under the Contract.
10.3Notwithstanding the above, if the Seller fails to deliver in accordance with the Contract the Purchaser reserves the right to cancel the Contract or any part of it without charge or liability and the right to purchase substitute Products elsewhere and to hold the Seller liable for any loss, expense or additional cost incurred thereby.
10.4The Seller shall ensure that all Products are marked in accordance with the provisions of the Contract and instructions of the Purchaser or in accordance with best commercial practices in the absence of any instructions Purchaser may provide. Products shall be packed so as to reach places of delivery undamaged, unlost and in good condition. The Seller shall provide in respect of each consignment of Products a packaging note detailing the description, code number (if any) and the quantity of Products consigned. The information on the packaging note must tally with the Contract.
10.5The Seller warrants that it has good title to the Products. Risk in and title to the Products shall pass to the Purchaser on delivery without prejudice to any right of rejection to which the Purchaser may be entitled under Article 13.
Article 11.Intellectual Property Rights
11.1The Seller warrants that the Products do not violate or infringe any patents, copyright, trademarks, trade secrets, service marks, registered designs, design rights or other intangible property rights of third parties (“intellectual property rights”).
11.2The Seller shall fully indemnify the Purchaser and its assigns, subcontractors and customers from and against any claims, liabilities, actions, demands, damages, loss, costs and expenses (including legal costs) in respect of any alleged or actual infringement by any of the Products of any intellectual property right including patents, copyright, trademarks, service marks, registered designs, design rights or other third party rights and the Seller shall at its own costs and expenses defend or settle all such claims or actions or proceedings brought or threatened to be brought against the Purchaser, its assigns, subcontractors and customers.
Article 12.Representations & Warranties
12.1The Seller warrants that it has all necessary permits, authorisations and licenses to allow it to sell the Products to the Purchaser and enter into the Contract, and that it has complied with all relevant laws, rules and regulations affecting its obligations and the performance of the Contract.
12.2Without prejudice to the Purchaser’s rights under the Contract and at law, the Seller warrants the Products against defects for the longer of either (a) the Seller's normal warranty period; or (b) a period as Article 3 from the date of delivery of the Products or, where applicable, the commissioning date, or from the date of delivery of the defective Products repaired or replaced under Article 13 herein.
12.3The Seller’s breach of any of the warranties in this Article 12 shall, without prejudice to any other rights of the Purchaser, entitle the Purchaser to terminate or cancel the Contract and claim damages, loss, costs and expenses from the Seller (including legal costs).
Article 13.Inspection & Rejection
13.1The Seller warrants that it has inspected and tested the Products for compliance with the Contract prior to delivery.
13.2If the Products do not comply with the Contract, the Purchaser shall within a reasonable time give notice of rejection to the Seller and without prejudice to any of its other rights the Purchaser may at its discretion require the Seller to comply with the Contract by expeditiously replacing or repairing as appropriate any rejected Products. The rejected Products shall be returned to the Seller at its own risk and expense and the Seller shall refund in full all payments made by the Purchaser for the Product and reimburse the Purchaser upon demand for all additional loss, costs and expenses incurred by the Purchaser in purchasing any substitute Products elsewhere.
13.3The Purchaser reserves the right (but shall not be obliged to) at reasonable times to inspect or test the Products at any stage before delivery and the Seller shall give rights of access to premises and such facilities as the Purchaser may reasonably require for such inspection.
13.4Testing, inspection and acceptance by the Purchaser shall not be deemed a waiver of the Seller’s obligations under Article 8 and Article 13 herein.
Article 14.Indemnity
14.1The Seller shall fully defend, indemnify and hold the Purchaser and its assigns, subcontractors and customers harmless from and against any claims, liabilities, actions, demands, damages, loss, costs and expenses (including legal costs):-
(a)sustained by the Purchaser and its assigns, subcontractors and customers or for which the Purchaser and its assigns, subcontractors and customers may be liable as a result of the Seller’s breach of or failure to perform its obligations under the Contract; and
(b)resulting from death, injury, loss or damage to persons or property caused or contributed by the negligence, act, default or omission of the Seller, its employees, sub-contractors (if permitted) or agents.
14.2The Seller accepts liability for all other claims, liabilities, actions, demands, loss, damage, costs and expenses (including legal costs) incurred by the Purchaser and its assigns, subcontractors and customers and which is attributable to negligence, act, default or omission on the part of the Seller, its employees, subcontractors (if permitted under Article 21.1) or agents or resulting from or in connection with the furnishing of the Products by the Seller or otherwise arises or results from a breach of the Contract.
Article 15.Force Majeure
15.1A Party will not be liable to the other for any delay in or failure to perform its obligations as a result of any cause beyond its reasonable control, including acts of God, acts of terrorism, acts of war or threat thereof, fire, flood, explosion or power failure, infectious diseases, epidemics or government action. The Seller shall notify the Purchaser immediately upon learning of any event, which may result in any delay or failure.
15.2If such delay or failure continues for at least [one (1)] month, either Party shall be entitled to forthwith terminate or cancel the Contract by notice in writing in which event, no Party shall have any claim against the other in respect of such force majeure.