SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
VEHICLE SALES CONTRACT
No: …… / ……../ HDMB
– Pursuant to The Civil Code No. 33/2005/QH11 dated 14/6/2005 by The National Assembly of The Socialist Republic of Viet Nam and relevant documents;
– Pursuant to The Commercial Law No 36/2005/QH11 dated 14/6/2005 by The National Asseambly of The Socialist Republic of Viet Nam and relevant documents;
– Pursuant to demand, conditions and capabilities of both parties,
This Vehicle Sales Contract (“Contract”) is agreed to and entered into dated …./…/… at Hanoi by and between following parties:
THE BUYER :
Tel : Fax :
Tax Code :
Representative : Tilte:
THE SELLER :
Tel : Fax :
Tax Code :
Representative : Title:
Bank Account :
The Buyer has demand to buy a Camry 2.4.
The Seller has ability and agrees to sell the Buyer above vehicle. Both parties agree to implement this Contract with following Articles:
ARTICLE 1 : COMMODITY, PRICE ANS QUANTITY
* Good and Specification :
|No||Good||Unit (VND)||Quantity (car)||Amount (VND)|
|-Type of vehicle : Camry 2.4.
-Model code : ACV40L-JEAEKU.
-Body color : Black (209)
-Quality : Gasoline, 2.362 cc, AT, 5 seats, new brand, assembled in VN.
-Set tool and custom document includes : Standard of Manufacturer [Toyota Motor Vietnam Co., Ltd or foreign manufacturer with CBU].
|Total contract value :|
|Total in words :||……………………………………………Vietnam Dong.|
* Total Contract value (inclusive of 5% VAT): ………………. VND (…………….Vietnam Dong) in words
By notice to the Buyer at any time before vehicle delivery to the Buyer, the Seller has right to change vehicle price in some cases for the change of costs or other factors outside the control of the Seller. Those cases including: any change in Governmental tax policy (e.g. parts import tax, special consumption tax, value added tax …), or policy related to exchange rate (e.g. State Bank’s adjustment on interbank exchange rate and/or big variation of bank selling rate of commercial banks as compared to interbank rate), or increasing of production costs which lead to the change in vehicle price or based on other conditions upon which Toyota Motor Vietnam Co., Ltd (Hereinafter referred to as “TMV”) changes vehicle price nationwide. In those cases, both parties shall sign contract again or sign this Contract’s annex with new price announced nationwide by Toyota Motor Vietnam (TMV). For any change of Vehicle the Seller must support with TMV official statement.
ARTICLE 2: PAYMENT
2.1. The Buyer has to pay the Seller 50,000,000 VND ( In words: Fifty million Vietnam Dong) as deposit within 10 days from the date of signing this Contract. If above deposit amount has not been paid by The Buyer during above – mentioned time, the Seller has right to terminate this Contract immediately.
2.2. Should the price change or variation too big. The Buyer reserves the right to terminate the contract.
2.3. Incase the Buyer unilaterally terminates this Contract before the time of vehicle delivery, the Seller shall not pay back the Buyer the deposit amount.
2.4. The Buyer reserves the right to cancel the contract if The Seller does not deliver the car on time and the Seller to refund the deposit to the Buyer.
2.5. After accomplishing deposit payment , the balance of Contract value will be paid immediately before the time of vehicle and related documents delivery.
2.6. Payment method : The Buyer shall pay in VND for the Seller by bank transfer
ARTICLE 3 : TIME AND PLACE OF DELIVERY
3.1.Delivery time : Right after Party B receive fully 100% of total contract value and before 31st March 2010.
3.2. Method of delivery: Salesman of party B deliver car directly to party B or authorized person.
3.3. Place of delivery : at Toyota Giai Phong Company (807 Giai Phong, Ha Noi).
3.4. Time of transfer of vehicle’s ownership and risk : at the time of vehicle and related documents delivery to the Buyer.
Cost of hiring vehicle to the Seller for late delivery of vehicle.
ARTICLE 4 : SALES PROMOTION, INSPECTION AND WARRANTY
4.1. Sales promotion, inspection
– The Seller shall make a free prior- delivery inspection.
– Free Periodical inspection after 1,000 km, 50,000 km and 100,000 km of car’s operation to be executed at TGP or any Authorized Dealer/Service Station of TMV in Vietnam.
– The Seller shall provide the Buyer a warranty book at the time of vehicle delivery.
– Term of warranty : 36 months from the date of vehicle delivery or 100,000 km whichever comes first.
– Other free gifts as per quotation dated dd.mm.yy.
– Condition and warranty process : according to all warranty regulations of TMV and TGP.
– Place of warranty : at TGP or at any Authorized Dealer/Service Station of TMV in Vietnam.
– Document issue to the Seller and Buyer in specific and to notify such a change. The Seller right to change price creased after 31st March 2010.
ARTICLE 5: FORCE MAJEURE
5.1. “Force majeure” is the incidents that happen unpredictably and unrecoverable even when all the necessary actions have been taken within ability, either or both parties are not able to execute the obligations in this Contract, including but unlimited incidents : riot, war, public obstruction, embargo, flood, earthquake, or other natural disasters…
5.2. When either or both parties is in the above Force Major, must immediately notify to the another party of the current situation and action plan to reduce the damage to the minimum level if possible.
ARTICLE 6 : MISCELLANEOUS PROVISIONS
6.1. Both Parties commit to follow all terms in this Contract. Any other event arising without being defined in this Contract will be solved by negotiation, agreement for the sake of the both parties.
6.2. In the case both parties can not reach a satisfactory solution, the disputes will be disposed by Hanoi competent authority for settlement basing on Laws of Socialist Republic of Vietnam. Decision of this competent authority shall be the final decision and the loser shall bear all cost and expense.
6.3. This Contract can not be cancelled unless having mutual agreement of both parties. Any change of the Seller’s name in this Contract or in invoice as well is not accepted.
6.4. This Contract comes into effective from the signing date to the completion of all obligations in this Contract by both parties.
6.5. This Contract is made 04 copies (02 copies: English and 02 copies: Vietnamese). Each party keep 02 copies which have equivalently legal value.
FOR THE SELLER FOR THE BUYER