Ministry of Trade     Socialist Republic of Vietnam
   and Tourist     Independence - freedom - Happiness 

                                 Hanoi, 9 April 1992

REGULATIONS ON THE SIGNING AND CONTROL Of fOREIGN TRADE CONTRACTS

Pending the promulgation of the Commercial Law;

In order that the negotiation, signing and execution of foreign trade contracts are in keeping with the law of Vietnam and international trade practice;

for the purpose of protecting the interests of the State and export-import business enterprises;

The Ministry of Trade and Tourism issues the following provisions:

I. General Provisions

Article 1

All transactions involving the selling, buying and exchange of goods specified in article 1 of Decree 114/HDBT dated 7 April 1992 of the Council of Ministers shall have to be conducted through foreign trade contracts.

Article 2

The Vietnamese party to a foreign trade contract shall be:

1. A business enterprise holding an export-import business licence issued by the Ministry of Trade and Tourism. Only such an enterprise is allowed to negotiate and sign foreign trade contracts.

Any enterprise which does not have an export-import business licence shall not have the right to negotiate and sign foreign trade contracts. All foreign trade contracts concluded by any such enterprise shall be of no effect whatsoever.

2. The person with authority to sign foreign contracts on behalf of an export-import business enterprise shall be its director (or deputy director, as the case may be), an individual, or a person legally authorized in writing by the director.

Article 3

Object of foreign trade contract:

1. Goods which form the object of a foreign trade contract shall not be any of those appearing on the list of goods the export or import of which is prohibited. for those subject to control by quota, a quota certificate shall be required.

2. Export-import business enterprises shall only be allowed to sign contracts for the sale and purchase of goods which are specified in the relevant export-import business licenses.

Article 4

forms of foreign trade contract:

1. for a foreign trade contract to be effective, it shall have to be in writing. Correspondence letters, telegrams, telex and fax shall also be considered as such. Verbal agreements are not enforceable.

2. Any amendments of and additions to a foreign trade contract shall have to be made in writing.

Article 5

Negotiation and conclusion of contracts with foreign partners:

1. At the time of the negotiation and signing of any contract with a foreign partner, the Vietnamese export-import business enterprise concerned must have adequate information about its management capability, financial standing and business reliability.

2. No contract shall be negotiated and entered into with persons who are not authorized to act for this purpose, such as foreign representative offices in Vietnam, or illegal foreign representatives.

II. Provisions Concerning the Contents of foreign Trade Contracts

Article 6

The main clauses of a foreign trade contract:

1. Goods designation:

The commercial name and trade mark of the goods must be correctly stated.

Where necessary, the use for which the goods are destined must be clearly specified in order to distinguish the goods from other types of goods bearing the same name.

2. Quantity:

The quantity is to be stated in terms of the unit of measure prevailing in international practice.

The method used to determine the quantity.

The place where the quantity is ascertained.

The rate of allowance (applicable to the goods in question).

3. Quality and specification:

The main elements making up the quality and specification of the goods and the method used to determine same.

The responsibility of the seller and the buyer in relation to the control of the quality and specification; the time and place of control.

4. Time and place of delivery of goods

The time indicated for delivery of goods.

The designated place of delivery

5. Goods price and delivery conditions:

The agree price of the goods, based on the prevailing international price. It must be in keeping with State regulations in relation to price and shall correspond to the term of delivery.

All prices shall in no way be divorced from the applicable terms of delivery (fOB, Cf, CIf, etcetera under INCOTERMS).

All terms of the contract in relation to delivery should reflect the existing capability and the consequences in respect of matters such as forwarding, transport, insurance, amongst other things.

6. Mode of payment and documents:

The currency for payment shall be chosen depending on whether or not it is fit for the purpose.

Where payment is to be made by L/C, the terms and conditions set forth therein should conform to the contract terms in respect of the figures and documents involved.

Payment may be effected by D/A (documents against acceptance) or D/P (documents against payment).

Payment by TTR: this mode is applicable only where established and trusted partners are involved.

All payments in the form of counter-trade shall have to be made through a Vietnamese bank, for which the quantity and value of the counter-trade goods are to be specified, and the balance between export and import value terms duly evidenced.

7. Validity clause and the duration of the contract.

8. Where are a contract for sale and buying of equipment, or a contract for services is concerned, the following documents, in addition to observance of the above specified general clauses, shall be required:

A technical-scientific demonstration paper.

The offer(s) made, with accompanying catalogue(s).

III. Application Clause

Article 7

The Ministry of Trade and Tourism shall have the right of inspection and control of the course of negotiation, conclusion and execution of foreign trade contracts, and shall be responsible for providing guidance to this effect.

Article 8

Export-import business enterprises shall have the right of initiative, and shall assume primary responsibility, in the matter of negotiation, conclusion and execution of foreign trade contracts in conformity with the law and trade practices, taking into account the interests of the State and the enterprises themselves.

Not later than twenty (20) days from the date of signing of a foreign contract, the business enterprise concerned shall send to the Ministry of Trade and Tourism (the local licensing office) an original copy of the contract or, alternatively, a copy duly certified by a notary. If, after seven days from the date of receipt of the said contract document (for ordinary goods), no negative reply is received from the licensing office, the business enterprise shall then have the right to ask for the requested ex port or import licence.

Article 9

All acts in contravention of the present provisions shall be dealt with in accordance with the law currently in force.

for Ministry of Trade and Tourism
Minister
LE VAN TRIET