Delivery of the Goods shall be made ...............(agreed Incoterms); the schedule date of Delivery shall be ...............( Agreed date of delivery); Risk and title to the Goods shall pass from the SELLER to the BUYER on Delivery
The place of Delivery under this Contract is ..............................(Agreed place of delivery. Note: In FOB, FCR, CIF and CIP.(etc.) contract,this is part of shipment).
5.2. Naming and Arrival of Vessel
(NOTE: This clause is intended primarily for use in FOB and FAS contracts).
The BUYER shall advise the SELLER of the name of the vessel not later than ...........(Number of days). Days before the agreed Delivery date
If the vessel named by the BUYER fails to arrive on or before ...................( Date of arrival of ship). then the SELLER may at his discretion deliver the Goods to a bonded warehouse in the port of ................( Port of shipment). and shall be deemed to have fulfilled his Delivery obligations under this
Contract; In this event, the SELLER must notify the BUYER of the full circumstances of the Delivery to the warehouse. With Delivery to the warehouse, all costs, including but not limited to cost of storage and insurance are to the buyer's account
5.3. Shipping Marks and Packaging
(NOTE: The following two subclauses are examples; reword asappropriate).
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 positions the letter of credit number, the words RIGHT SIDE UP, HANDLE WITH CARE,':
KEEP DRY, and the mark .....................................( Shipping mark)
Goods are to be packed in ...................( Description of required packing) and are to be well protected against dampness, shock, rust or rough handling. The SELLER shall be liable for any damage to or loss of the Goods attributable to improper or defective packaging
(NOTE: The following subclause is relevant only to deliveries in Germany). 5.4. Disposal of Packaging
Responsibility for the disposal of any packaging shall be the buyer's .
6. Notification of Delivery
(NOTE: This clause applies largely to contracts under which delivery takes place in the country of the seller).
lmmediately on Delivery, the SELLER shall notify the BUYER of delivery by .................. (Means of notification, e.g., FAX).This notification shall include ……..(List of documents and information required)
7. Inspection before shipment
7.1. Inspection by the Buyer
The BUYER may, at the buyer's option, inspect the Goods prior to shipment. At least .............. (Number of days). 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
(NOTE: Customs requirements for importation of goods into Indonesia and the Philippines require inspection by SGS prior to shipment from the Seller's country. The following clause is
recommended for sales to these countries). 7.2. Inspection by Inspection service
The parties understand that importation into ............(Name of country) requires inspection of Goods by SGS before shipment from the seller's country; The SELLER agrees to cooperate fully with the SGR' in providing access to and necessary information about the Goods for the purpose of such inspection
8. Early Delivery, Partial Shipment, Delay in Delivery
8.1. Early Delivery
(NOTE: The three sub-clauses below, are alternatives. Delete as necessary).
Early Delivery is not permitted under this Contract
Delivery up to .........(Number of days). Days early is permitted; however, payment shall not become due until the date agreed for payment in this Contract.
Delivery up to .......... (Number of days) Days early 'is permitted; in this case payment shall fall due as though the actual Delivery date were the Delivery date agreed in the Contract.
8.2. Partial Shipment
(NOTE: The two sub-clauses beloware alternatives. Delete as necessary).
Partial shipment is not permitted under this Contract
Partial shipment, is permitted under this Contract, subject to the agreement of both parties; however, any costs arising from partial shipment shall be to the account of the .........(BUYER or SELLER).
8.3. Delay in Delivery
In the event of late Delivery for reasons other than force majeure as defined in Clause 17 below, the SELLER shall pay as liquidateddamages and not as a penalty the sum of .........(Figure). of the value of the undelivered part per Day of late Delivery up to a maximum of
......... (Figure). of the Contract Price; Payment of liquidated damages shall be due without the BUYER having to furnish proof of any loss, damage or injure
(NOTE: The two sub-clauses below are alternatives. Delete asnecessary).
Payment of liquidated damages shall constitute full and complete satisfaction of any claim of the BUYER against the SELLER arising from the or in connection with late Delivery of any Goods; In particular the SELLER shall not be liable for any indirect loss ordamage, as defined in Clause 2.7 above, arising from or Inconnection with late Delivery of any Goods.
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; However, payments made as liquidated damages shall be offset against any compensatory damages recovered from the SELLER for the late Delivery of any Goods.
8.4. Termination for Delay
In the event that the SELLER becomes liable to pay the maximum sum payable as liquidated damages under Clause 8.3 above, then the BUYER shall, upon due notice, have the rignt to terminate the Contract '
The Price for the Goods to be delivered under this Contract is ........ Currency symbol and figure. (...................Currency and figure in words.)
10. Terms of Payment
Payment shall be made by means of an irrevocable, confirmed letter of credit; The BUYER shall open the letter of credit on or before .........( Date of opening of letter of credit). on the terms agreed by the parties and annexed to this Contract a? Appendix .......... .........(Appendix number).
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 favour and has ascertained that the terms are in accordance with those agreed between the parties; Any discrepancy between the terms agreed by the parties and the letter of credit as issued shall be notified by the SELLER to the BUYER immediately
11. Inspection of the Goods
11.1. Duty to Inspection and Notify Discrepancies
The BUYER shall inspect the Goods on their arrival at the place of destination. If the Goods fail to conform with the Contract in either quality or quantity, then the BUYER shall notify the
SELLER of any discrepancy without delay
11.2. Failure to Notify Discrepancies
If the BUYER does not notify the SELLER of any such
discrepancy within ......... (Number of days). Days of the arrival of the Goods, then the Goods shall be deemed to have been in conformity with the Contract on arrival.
11.3. Buyer's Rights in the Event of Discrepancy in Quantity
If a material discrepancy in quantity exists and is duly notified to the SELLER, the BUYER at his discretion and subject to Clause
8.2 above may either:
a. Accept the delivered portion of the Goods and require the SELLER to deliver the remaining portion forthwith; or
b. Accept the delivered portion of the Goods and terminate the remaining portion of the Contract upon due notice given to the SELLER.
If any material discrepancy in quantity exists such that ………..….(Description of fundamental discrepancy) and if such discrepancy is duly notified to the SELLER, the BUYER may at his discretion:
a. Adopt either of the remedies prescribed above in this clause;
b. Reject the delivered portion of the Goods and recover from the
SELLER all payments made to the SELLER as well as all costs, expenses and customs duties incurred by the BUYER in association with the shipment, movement through customs, insurance or storage of the Goods
(NOTE: Clause 11.4 below may not be necessary if SGS inspection takes place before shipment).
11.4. Buyer's Rights in the Event of Discrepancy in Quality
Discrepancies in quality shall be considered as defects and shall give rise to claims under the defects liability provision of this Contract in Clause 12 below
However, a fundamental discrepancy in quality shall give the BUYER the right to refuse Delivery of the Goods in whole or in part and to recover from the SELLER all payments made for the unaccepted portion of the Goods as well as all costs, expenses and customs duties incurred by the BUYER in association with the shipment, movement through customs, insurance or storage of the unaccepted portion of the Goods
12. Defects Liability
12.1. Seller's Liability for Defects
The SELLER warrants that the Goods supplied under this Contract shall at the date of their Delivery:
a. Be free from defects in material
b. Be free from defects in workmanship
c. Be free from defects inherent in design, including but not limited to selection of materials, and be fit for the purpose for which such Goods are normally used
If any defect provably present in any of the Goods on the date of Delivery comes to light during the defects liability period, then the BUYER shall forthwith notify the SELLER; The SELLER, without undue delay, shall at his own risk and cost and at his discretion repair or replace such item or otherwise make good the defect
The seller's liability for defects is subject to the BUYER having adhered to all procedures and instructions applicable to the .......... Condition of use (e.g., "storage, installation, use or operation")l of the item, and expressly excludes damage to the Goods caused by fair wear and tear or by misuse occurring after Delivery
12.2. Defects Liability Period
The SELLER shall be liable for defects which come to light during a period of .......... days from ...........2 ; After the end of this period, the BUYER shall have no right to raise claims of any kind against the SELLER for any defect in any Goods of the seller's supply
The defects liability period shall be prolonged by the length of any period during which the Goods cannot be used by the BUYER because of a defect. However, if new Goods are delivered to replace defective Goods, the defects liability period shall not begin again on
the replacement Goods
12.3. Limitation of Defects Liability
(NOTE: The two clauses below are alternatives. Delete as necessary)
The duty to repair and replace or otherwise to make good defects is the only duty of the SELLER in the event of the Delivery of defective Goods; In particular the BUYER shall not be entitled to compensation from the SELLER for an}' indirect loss or damages as defined in Clause 2.7 above, arising from or in connection with Delivery of defective Goods
The SELLER'shall indemnify and hold harmless the BUYER against any loss or damage however arising whether direct or indirect which shall be suffered by the BUYER as the result of defective or faulty Goods delivered by the SELLER.
13. Liability to Third Parties
(NOTE: The two clauses below are alternatives. Delete as necessary)
The ..........3 shall compensate and hold harmless the .......... ''from any award of damages, reasonable costs, expenses or legal fees, in the event of any action or lawsuit by a third party resulting from any injury, loss or damage to the third party caused by a defect in
the Goods delivered under this Contract
In the event of such Lawsuit, the ........' shall immediately notify the ..........: and shall fully cooperate with the ..........' in taking any necessary legal action.
In the event of any action or lawsuit by a third party resulting from any injury, loss or damage to the third party caused by a defect in the Goods delivered under this Contract, the party against whom the action or lawsuit is brought shall bear all costs, expenses, awards of damages or legal fees arising therefrom
All income taxes, value added taxes, customs duties, excise charges, stamp duties or other fees levied by any Government, Government agency or similar authority shall be borne exclusively by the party against whom they are levied.
15. Assignment of Rights and Delegation of Duties
The rights under this Contract may not be assigned nor the duties delegated by either party without the prior written consent of the other party.
16. Coming Into Force
This Contract shall come into force after signature by both parties and after:
a. The issuance of a letter of credit in accordance with the terms of Clause 10 above;
If the Contract has not come into force within ..........3 Days of its signature by both parties, all its provisions shall become null and void.
17. Force majeure
(NOTE: The word duty is marked' by an asterisk in this clause;for contracts under Philippines law, the word duty should bereplaced by the word obligation).
If either party is prevented from or delayed in, performing any duty under this Contract by an event beyond his reasonable control, then this event shall be deemed force majeure, and this party shall not be considered in default and no remedy., be it under this Contract or otherwise, shall be available to the other party.
(NOTE: The subclause below contains examples only. It should be modified as necessary).
Force majeure events include, but are not limited to: war (whether war is declared or not), 'riots, insurrections, acts of sabotage, or similar occurrences, strikes, or other labour unrest;
newly introduced Laws or Government regulations; delay due to Government action or inaction, or inaction on the part of any inspection agency; Fire, explosion, or other unavoidable accident; flood, storm, earthquake, or other abnormal natural event.
Force majeure events do not include .......... .......... .......... ..........
If either party is prevented from or delayed in, performing any duty under this Contract, then this party shall immediately notify the other party of the event, of the duty affected, and of the expected duration of the event.
If any force majeure event prevents or delays performance of any duty under this Contract for more than ..........2 Days, then either parties may on due notification to the other party terminate this Contract.
Notice of Termination as defined in Clause 2.9 of this Contract shall be in writing and shall take effect ..........3 Days from the receipt of such notice by the party notified.
In the event of Termination, the duties of the parties shall be as incurred up to the date of Termination; In particular, the SELLER shall receive the full Price of any Goods delivered and accepted by the BUYER; The provisions of this Agreement dealing with defects liability, arbitration, and such other provisions as are necessary in order to resolve any post-Termination disputes shall survive Termination.
19. Partial Invalidity
If any provision or provisions of this Contract are invalid or become invalid, then this shall have no effect on the remaining provisions. Further, the parties agree to replace any invalid provision with a new, valid provision having, as far as possible, the same intent as the provision replaced.
20. Modification and Waiver
Modification of the terms and conditions of this Contract shall be binding on both parties even without consideration if the modification is in writing, is signed, and is expressly stated to be a modification of this contract.
Any waiver of any right under this Contract is binding on the party making the waiver even without consideration provided the waiver is in writing, is signed and is expressly stated to be a waiver of the said right;
The language of the Contract, of all Contract Documents, and of all correspondence and other communication between the parties shall be English.
Notices served by one party to the other under this Contract shall be made, in the first instance by facsimile transmission (hereinafter called "FAX"). A further copy of each notice shall be sent by registered mail and signed.
The effective date of the notice shall be the date of FAX transmission. In the event of a dispute about the receipt of a FAX, however, the effective date of the notice shall be the date of receipt of the registered letter or a date seven days after the registered
mailing, whichever is earlier.
Notices shall be sent to the following addresses and FAX numbers:
Any change in an address or FAX number shall be the subject of a required notice under this Contract.
23. Settlement of Disputes
All disputes arising in connection with this Contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by .......... Number (of arbitrators)' arbitrators
appointed in accordance with the said rules.
The place of arbitration shall be .......... Name of the place (city) of arbitration. The language of arbitration shall be English.
(NOTE: The three sub-clauses below are alternatives. Delete as necessary).
In the event of arbitration, each party shall bear its own costs.
In the event of arbitration, the court shall assess the amount of the costs to be borne by each party
In the event of arbitration, the party against whom the award is made shall bear the entire costs of both parties to the action.
The parties agree that any award made in accordance with the provisions 5f this clause is final and binding on both parties.
The parties, intending to be legally bound, have signed this Contract on the dates and at the places stated below:
For and on the behalf of: For and on the behalf of:
(NOTE: The witnessing of signatures is not required by all national laws).
Witness of seller's Signature Witness of buyer's Signature
3. MODEL CONTRACT FOR THE SALE OF GOODS AND THECIVIL CODE OF VIETNAM '
The are three main types of contract, under CCVN (see appendix 2 for the, English and Vietnamese versions).
• Sales/Procurement Contract (421-442)
• Contract to Manufacture (550-561)
• Contract for Services (521-529)
The model Contract is a pure Sales Contract - an exchange of "assets" for "money".
In -the following parts some principal clauses from the model Sales contract are compared with the stipulations regarding civil contracts by the civil code of the Socialist Republic of Vietnam with a view to offering the reader an insight into the subject - matter.
3.1. Structure of the Model contract
What you should know before reading the contract
Clause 1 : Applicable Law
Clause 2 : Definitions
Clause 3 : Entire Agreement and Contract Documents
What the Buyer will get
Clause 4 : Scope of supply
How the good will be supplied
Clause 5 : Delivery
Clause 6: Notification of Delivery
Clause 7: Inspection before Shipment
Clause 8: Early Delivery, Partial Shipment, and Delay in
Clause 15: Assignment of Rights and Delegation of Duties
Clause 16: Coming Into Force
Clause 17: Force Majeure
Clause 18: Termination
Clause 19: Partial Invalidity
Clause 20: Modification
Clause 21: Language
Clause 22: Notices
Clause 23: Settlement of Disputes
Details not include in the main body of the contract
Clause 7: Inspection before Shipment
Clause 8: Early Delivery, Partial Shipment, and Delay in Delivery
What the Buyer will give
. Clause 9: Price
How the Buyer will pay
Clause 10: Terms of Payment
What if the goods are not as ordered ?
Clause 11: Inspection of the Goods
Clause 12: Defects Liability . • .
Liabilities outside the contract
Clause 13: Liability to Third Parties
Clause 14: Taxation
The legal status of the contract
Clause 15: Assignment of Rights and Delegation of Duties
Clause 16: Coming Into Force ... ^
Clause 17: Force Majeure '
Clause 18: Termination
Clause 19: Partial Invalidity
Clause 20: Modification
Clause 21: Language
Clause 22: Notices
Clause 23: Settlement of Disputes
Details not include in the main body of the contract
3.2. Interpretation of the Contract under CCVN
• Article 135. Interpretation of Civil Transactions
1. The interpretation of a civil transaction must be based upon the actual desire of the parties at the time of establishing such transaction an on the objectives of such transaction.
2. Where a civil transaction may be interpreted as having different meanings, the civil transaction must be interpreted in accordance with a meaning consistent with the objective of the transaction, and shall be in accordance with the customs of the place where the transaction was established; if the party which is economically stronger includes in the civil
transaction points 'which are disadvantageous to the weaker party, the interpretation of the civil transaction must be such that favors the weaker party.
• Article 408. Interpretation of contracts
1. If a contract contains unclear provisions, the interpretation of such provisions shall not only rely upon the wording of the contract but also shall be based upon the common intentions of the parties.
2. If a clause of the contract susceptible of many meanings, shall be chosen the meaning, which would allow the implementation of the clause to most benefit the parties.
3. If a contract contains a wording with many different meanings the contract shall be interpreted according to the, meaning which best conforms to the characteristics of the
4. If a contract contains clauses or words which are difficult to understand, those shall be explained according to the customs at the appointed place for the execution of the contract.
5. When a contact lack some provisions not belonging to the essential substance, the contract shall be supplemented according to the customs in regard of such types of contracts
at the appointed place for the execution of the contract.
6. The clauses of contract shall be interpreted in relations to each other so that each is given the meaning derived from the contract as a whole.
Where rules of interpretation allow the court a great deal of freedom, the parties should be as precise as possible.
3.3. Applicable Law of the Contract under CCVN.
•Article 834: Civil contracts
1. Forms of civil contracts shall be governed by the law of the country where contracts are concluded. The contracts that are concluded in a foreign country with violations of law governing forms of contracts shall be valid in Vietnam if the form of those contracts does not violate the law of the Socialist Republic of Vietnam.
2. The rights and obligations of parties in a civil contract shall be determined by the law of the country where performance of the contract takes place.
The contracts that are concluded and performed wholly in Vietnam shall be governed by the law of the Socialist Republic of Vietnam.
If the place of performance of a contract is not indicated then the place of performance shall be determined by the law of Socialist republic of Vietnam.
3. The civil contract having has immovable property in Vietnam as its subject-matter shall be governed by the law of the Socialist Republic of Vietnam.
Article 834 is in need of clarification by the courts.
3.4. Applicable Law of the Contract under theModel Contract.
1. Applicable law
This contract, and all questions relating to its formation, validity, interpretation or performance shall be governed by the law or....................
(Note: The subclause below is optional).
This contract" shall not include, incorporate or be subject to the provisions of the "United Nations Convention on Contracts for the International Sale of Goods. '
The Model Contract assumes freedom of contract in choosing an applicable law. It also allows-for exclusion of the Vienna Sales Convention.
3.5. Scope of Contract: Technical Specifications
Notes for preparing the Technical Specification
A set of precise and clear specifications is-a prerequisite for bidders to respond realistically and competitively to the requirements of the Purchaser without qualifying their bids. In the
context of International Competitive Bidding (ICB), the specifications must be drafted to permit the widest possible competition and, at the same time, present a clear statement of the required standards of workmanship, materials, and performance of the goods and services to be procured. Only if this is done will be objectives of economy, efficiency, and fairness in procurement be realised, responsiveness of bids be ensured, and the subsequent task of bid evaluation facilitated. The specifications should require that all goods and materials to be incorporated in the goods be new, unused, and of the most recent or current models, and that they incorporate all recent improvements in design and materials unless
provides for otherwise in the contract ...
Care must be taken in drafting specifications to ensure that they are not restrictive. In the specification of standards for equipment, materials, and workmanship, recognised international standards should be used as much as possible. Where other particular
standards are used, whether national standards of the Borrower's country or other standards, the specifications should state that equipment materials, and workmanship that meet other authoritative standards, and which ensure at least a substantially equal quality than the standards mentioned, will also be acceptable. '
Source: World Bank Standard . Bidding' Document:Procurement of Goods, p. 65.
• Remark: Technical specifications must • be prepared to allow absolute
certainty as to the scope of contract,
3.6. Legal Families and the Applicable Law
• The total agreement between the parties is their written contract (the fish) plus the applicable private law (the water)
• In principle, the parties to a contract are free to decide the private law that will supplement their contract; i.e., the parties are free to choose the water their fish swims in.
• Each country has its own national law. These laws belong to one of three families.
- The Civil Law Family: legal systems based on codified laws. The aim is consistency and predictability. The judge applies the written law. Examples: France, Germany, Spain.
- The Common Law Family: legal systems aimed at achieving the most just result in the individual case. There is no written law - only precedents to guide decision-
making. Examples: England, United State, Malaysia.
- The Religious Law Family: legal systems based on Moslem principles. For contracts, there laws tend to adopt international common law or civil law principles.
Examples: Saudi Arabia, Pakistan.
3.7. The Vienna Sales Convention ..
- The United Nations .Conventions, on Contracts for the International Sale of Goods (The Vienna Sales Convention) is the law of any country that adopts it. Where the Convention
conflicts with existing national law, the Convention prevails.
• The Convention applies to international sales only. —
- The parties to a contract can "opt out" of the Convention with a clause such as:
This contract, and all questions concerning its validity, interpretation and performance shall be governed by the law of the Republic of Verbena. This contract shall not include, incorporate or be subject to the provision of the "United Nations Convention on
Contracts for the International Sales of Goods".
• Many questions about the meaning of the Convention must be answered in the courts. So far the answers have been slow in coming.
- Even so, the importer might wish to accept the Convention if the law applicable to the contract is weak or underdeveloped, or if it favours the seller too strongly.
3.8. Requirement to provide a User's Guide.
• Article 435: Obligations to provide information and User's Guide.
The seller is bound to provide the purchaser with necessary information on the assets sold, and guidelines for using those assets. If the seller fails to perform this obligation, the purchaser shall have the right to request the seller to perform the obligation; If the seller still does not perform it, the purchaser shall have the right to annul the contract and claim for compensation of damages.
The buyer's right to annulment for failure to produce a user's guide would not normally be acceptable in a seller.
3.9. Transfer of Risk, Transfer of Title.
• 'Article 432: Moment of Transfer of the Ownership
1) The ownership over purchased items shall pass to the purchaser from the moment when the purchaser receives the object, except for cases where parties agree or law
• Article 43: Moment of Passage of Risk.
1. The seller party shall bear risks regard of the sold assets until the moment when assets are delivered to the purchaser, and the latter shall bear risks from the moment of receiving assets if parties have not agreed otherwise.
The concepts of "deliver^'" and "receipt" will require some definition by the courts. Under an Incoferm contract, both terms could mean delivery.
3.10. Transfer of Risk and Title under the Model Contract.
5.1. Date, Place and Terms of Delivery
Delivery of the Goods shall be made ............... The scheduled date of Delivery shall be ................ Risk and title to the Goods
• shall pass from the SELLER to the BUYER on Delivery.
Remark:Transfer of risk and title .together is often the simplestarrangement.
3.11. Place of Delivery under CCVN and under the Model Contract.
• Article 426: Place of Delivery of Assets
Parties shall agree upon the place of delivery of assets; If there are no agreement on this then the provision of Article -289 [residence or headquarters of Buyer] of this Code shall be applied.
The place of Delivery under this Contract is .............................;5
5. Agreed place of delivery. Note: In FOB, FCR, CIF and CIP
(etc) contracts, this is the port/place of shipment,
Place of Delivery should be stated. In C-term contracts it is the port of shipment, not the port of arrival.
3.12. Time of Delivery under CCVN and under the Model Contract.
• Article 425: Time of performance of a Sale Contract
1. The time for performance of a sale contract shall be agreed upon by parties. The seller must deliver the assets to the purchaser at the time as agreed. The seller can deliver the
assets before the Fixed time only if the purchaser agrees.
In cases where parties do not fix the time for delivery of assets, the purchaser shall have the right to request the seller to deliver assets and the seller shall have the rights to ask the purchaser to receive assets at any time, provided that parties shall inform to each other within a reasonable period of time, and provided further that parties do not have other agreements.
2. If parties have not agreed upon a. term of payment, the purchaser shall have to pay upon receipt of the assets.
5.1. Date, Place and Terms of Delivery
Delivery of the Goods sliall l(e made ......
The scheduled date of Delivery shall be
•Remark: •' .. .
It is essential to clarify the time of delivery. Late delivery has important financial consequences. The warranty period usually begins to run from delivery.
3.13. Force Majeure under CCVN and under theModel Contract.
' • Article 308: Civil liability due to breach of civil obligations.
1. The obligor, who fails to fulfil improperly the obligation, shall bear civil liability to the obligor.
2. The obligor, who cannot fulfils the obligation due to force majeure events, shall not bear civil liability, unless otherwise provided for by agreements or stipulated by the law.
17. Force Majeure
If either party is prevented from, or delayed in performing any duty* under this Contract by an event beyond his reasonable control, then this event shall be deemed force majeure, and this party shall not considered in default and no remedy, be it under this Contract or otherwise, shall be available to the other party.
[NOTE: The subclause below contains examples only. It should be Modified as necessary].
Force majeure event include, but are not limited to: war (whether war is declared or not), riots, insurrections, acts of sabotage, or similar occurrence's; strikes, or other labor unrest:
newly introduced laws or Government regulations; delay due to Government action or inaction, or inaction on the part of any inspection agency, fire, explosion, or other unavoidable accident; flood, storm, earthquake, or other abnormal natural event.
[NOTE: The subslause below on • non - force 'Majeure events isoptional]
Force Majeure events do not include
If either party is prevented from, or delayed in, performing any duty* under this Contract, then this party shall immediately notify the other party of the event, of the duty* affected, and of the expected duration of the event.
If any force Majeure event prevents or delays performance of any duty* under this Contract for more than ... 2 days, then either party may on due notification to the . other party
terminate this Contract.
Forced Majeure need details negotiation.
3.14. Penalties and Liquidated Damages under CCVN
• Article 377: Punitive damages.
1. Punitive damages is measure that shall be applied by the agreement or the parties or by law to secure the fulfillment of an obligation by which the defaulting party must pay an
amount of money to the injured party.
2. An agreement or punitive damages, must be filed in an act which may be .separated from included into the main contract.
• Article 378; Rate of punitive damages.
The rate of punitive damages may be a certain sum of money or may be terminated by percentage of the value of the breached part of the obligation, but must not exceed 5%.
Article '379: Relationship between punitive damagesand compensatory damages. '
1. The parties may agree upon that the defaulting party shall have to pay only punitive damages but not compensatory damages, or both, either punitive damages and
compensatory damages; " if the rate of compensatory damages was not agreed upon in advance, the entire damages must be compensated.
2. If the parties have agreed upon the choice between punitive damages or compensatory damages, the right to choose shall be granted to the injured party.
3. In case where punitive da infixes rather compensatory damages have been agreed upon by the parties or stipulated by law, the defaulting party must pay only punitive damages.
The 5% rate for punitive damages is stringent is, but it is unclear.
The possible of paying both compensatory and punitive damages is
highly unattractive to the seller: few contracts will allow it.
3.15. Liquidated damages under the Model Contract
8.3. Delay in Delivery
* In the event of late Delivery for reason other than force majeures defined in Clause 17 below, the SELLER shall pay as liquidated damages and not as a penalty the sum of
and of the value of the undelivered part per Day of late Delivery up to a maximum of
and of the Price payable Clause 9 below. Payment of liquidated damages shall be due without the BUYER'having'to furnish proof of any loss, damage or injury.
[NOTE: r/ic too subclauses below are alia-natives.} "
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 damage, as defined in Clause 2.7 above, arising from or in connection with late Delivery of any Goods.
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. However, payments made as liquidated damages shall be offset against any compensatory damages recovered from the SELLER for the late Delivery of and Goods.
8.4. Termination for Delay
In the event that the SELLER becomes liable to pay the maximum sum payable as liquidated damages under Clause 8.3 above, then the delay shall be deemed breach of contract and the
BUYER may, upon due notice, terminate the Contract and/or seek any other remedy available to him.
In practice, few sellers will accept Alternative 2; it goes against the principle of liquidated damages.
1. In cases where the seller delivers things in quantity exceeding that outnumbered the quantity which has been agreed upon, the purchaser shall have the right to refuse the excess, or to receive it and pay for it at agreed price.
2. In cases the seller party delivers things in quantity less than the quantity which has been agreed upon, the purchaser shall have either of following rights.
a. To terminate the contract and request compensation for damages.
b. To receive the quantity which was delivered and request compensation for damages. .
c. To receive what has been delivered and extend a period of time for the seller to deliver the rest.
• Article 429: Liability due to Delivery of IncompletedThings.
1. In cases where things which have been delivered are not completed and thus causing the usefulness to be failed, the purchaser shall have either of following rights:
a. To cancel the contract and request compensation for damages:
b. To receive what has been delivered and ask the seller party to deliver component or parts which have not been delivered and to request compensations for damages and to
suspend the payment until the things becomes complete.
• Article 430: Liability for delivery of things of theWrong category.
In case where the things-have... been .delivered, in improper [assortment], the purchaser shall have either of the following rights
1. To terminate the contract and request compensation for damages.
2. To receive what has been delivered any pay for it at the price as agreed upon by parties. '
3. To request the seller to deliver •tbinp in proper assortment.
The buyer's right to terminate is very hard on the seller. These clauses are (probably) disposive, however. Some wording on fundamental breach is necessary in the contract.
3.17. Defective Delivery under the Model Contract.
11.3.Buyer's rig fits in the event of Discrepancy in quantity' .
If a material discrepancy in quantity exists and is duly noticed to the SELLER, the BUYER hi. his discretion and subject to clause 8.2 above may either.
a. Accept the delivered portion of the Goods and required the SELLER to deliver the remaining portions forthwith; or
b. Accept the delivered portion of the Goods and terminal of the remaining portion of the Contract upon the due notice given to the SELLER.
If any material discrepancy in quantity exists such that and if such discrepancy is duly notified to the SELLER, the BUYER
may at his discretion.
a. Adopt either of the remedies prescribed in tins clause above;
b. Reject the dclivored portion of the Goods and recover from the SELLER all payments made to the SELLER as well as all costs, expenses and customs duties incurred by the BUYER in association with the shipment, movement through customs, insurance or storage of the Goods.
11.4. Buyer's rights in the event Discrepancy in quality
Discrepancies in quality shall be considered as defects and shall give rise to claims under the Defects Liability provision of this Contract in Clause 12 below.
However, a fundamental discrepancy in quality shall give the BUYER the right to refuse Delivery of the Goods in whole or in part and to recover from the SELLER all payments made for the …… and customs duties incurred by the BUYER in association with the shipment, movement through customs. Insurance coverage of the unaccepted portion the Goods/Further a refusal to accept delivery in whole shall be considered termination under Clause 18 of this Contract and refusal to accept delivery in part shall be considered termination of that part of the Contract affected by such refusal.
The wording on. fundamental breach is a necessary protection for the seller. It is essential for the buyer to be fair to the seller or he will simply refuse to do business.
3.18. Defect liability under CCVN
• Article 437: Guarantee of the Quality of Goods.
1. The. seller shall guarantee the fitness and characteristics of things sold; If the purchase discovers in the purchased things the defects which devaluated it decreases its fitness of he/she must immediately notify the seller thereof and shall have the right to request the seller to repair, or to replace the things with the defects, or to reduce price and to compensate for damages, if parties have not agree otherwise.
2. The sale party shall guarantee that things sold are in accordance with description on covers Or appropriate with the sample that has been chosen by the purchaser.
3. The sale party shall not be liable for defects in the following cases:
(a) Defect that the purchase party have already known and must have known when buying.
(b) Things at auction; things second hand trade;
(c) The purchase party at fault of causing defect to things.
• Article 438: Warranty obligation
The sale party shall have warranty obligation to things sold for a period of time to be called warranty period, if the warranty is agreed upon by parties or stipulated by Law. The
warranty period shall be calculated from the time the purchase party has to receive things.
• Article 439. Right to request for [remedy of Defect under] warranty
During the warranty period, if the purchase party discovers any defects on things, it shall have the right to request the sale party to repair things free of charge or to reduce the price
or to exchange the things with defects for the others or to return things and receive back the money.
The correct word is "warranty"
The warranty period appears to run forever unless otherwise regulated by the contract.
The buyer has the right to choose the remedy which is grossly unfair to the seller. 3.19. Defect Liability under the Model Contract.
12. Defects liability
12.1. Seller's Liability for defects
The SELLER warrants that the Goods, supplied under this Contract shall at the date of their Delivery.
a. Be free defects in material.
b. Be free from defects in workmanship;
c. Be free from defect inherent in design, including but not limited to selection of materials and be fit for the purpose for which such Goods are normally used.
If any defect provably present it any of the Goods, on the date of Delivery comes to light during the defects liability period, then the BUYER shall forthwith notify the SELLER. The SELLER, without undue delay, shall at his own risk and cost and at his discretion repair or replace such item or otherwise make goods the defect.
The seller's liability for defects is subject to the BUYER having adhered to all procedures and instruction applicable to the .... of the item, and expressly excludes damages to the Goods caused by fair wear and tear or by misuse occurring after Delivery.
1.2.2. Defects Liability period
The SELLER shall be liable for defect which come to light during a period of ........... days from ..... After the end of this period, the BUYER shall have no right to raise claims of any kind against the SELLER for any defect in any Goods of the seller's supply.
The defect liability period shall be prolonged by the length of any period during which the Goods cannot be used by the Buyer because of a defect. However, it new Goods are delivered to replace defective Goods, the defects liability period shall not begin again on
the replacement Goods.
1.2.3. Limitation of Defects Liability.
[NOTE: The two clauses below are alternatives. Delete asnecessary]
The duty to repair and replace or otherwise to make good defects is the only duty of the SELLER in the event of the Delivery, of defective Goods. In particular the BUYER shall not entitled to compensation from the SELLER for any indirect loss or damage as defined in Clause 2.7 above, arising from or in connection with Delivery of defective Goods.
The SELLER shall indemnify and hold harmless the BUYER against any loss or damage however arising whether direct or indirect which shall be suffered by the BUYER as the result of defective or faulty Goods delivery by the SELLER.
3.20. Payment under CCVN and the Model Contract
• Article 295: Fulfilling the obligation of paying money.
1. The obligation to pay money shall be fulfilled in full, according to the time limit, at the appointed place and in the agreed upon procedures.
3. Modes of payments shall be agreed upon by parties or stipulated by law.
The requirement to pay all monies in Dong needs interpretation
UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS
The States Parties to this Convention,
bearing strong mind the broad objective in the resolution adopted by the sixth specialsesssion of the General Assembly of the United Nations on the establishment of a New International Economic Order;
Considering that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States;
Being of the opinion that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade.
Have agreed as follows
CÔNG ƯỚC LHQ VỀ HỢP ĐỒNG MUA BÁN HÀNG HÓA QT
Các nước thành viên của Công ước này,
Coi trọng những mục tiêu tổng quát của các nghị quyết về thiết lập một trật tự kinh tế quốc tế mới được Đại Hội Đồng LHQ chấp nhận trong khóa họp bất thường lần thứ 6,
Xét rằng sự phát triển thương mại quốc tế trên cơ sở bình đẳng, đôi bên cùng có lợi là một yếu tố quan trọng thúc đẩy quan hệ hữu nghị giữa các quốc gia;
Cho rằng việc chấp nhận các qui tắc thống nhấtchi phối các mối quan hệ trong mua bán hàng hóa quốc tế và có tính đến các hệ thống xã hội kinh tế và pháp lý trong thương mại quốc tế và hổ trợ cho việc phát triển thương mại quốc tế,
Đã thỏa thuận những điểm sau
1. This Convertion applies to contracts of sale of goods between parties whose places of business arestrong different States:
(a) When the States are Contracting States; or
(b) When the rules of private international law lead to the application of the law of a Contracting State
2. The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract.
3. Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.
Article 2. This Convention does not apply to sales
(a) Of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;
(b) By auction;
(c) On execution or otherwise by authority of law;
(d) Of stocks, shares, investments securities, negotiable instruments or money;
(e) Of ships, vessels, hovercraft or aircraft;
(f) Of electricity.
Công ước này áp dụng cho những hợp đồng mua bán hàng hóa giữa các bên có trụ sở thương mại tại các quốc gia khác nhau
a. Khi các quốc gia này là thành viên của Công ước, hoặc
b. Khi luật được áp dụng là luật của nước thành viên Công ước này theo các quy tắc tư pháp quốc tế.
Việc các bên có trụ sở thương mại tại các quốc gia khác nhau không tính đến khi vấn đề này không xuất phát từ hợp đồng, từ các mối quan hệ đã hình thành hoặc vào thời điểm ký hợp đồng gĩưa các bên hoặc từ việc trao đổi thông tin giữa các bên.
Quốc tịch của các bên, quy chế dân sự hoặc thương mại của họ, tính chất dân sự hay thương mại của các bên hay của hợp đồng, không được xét tới khi xác định phạm vi áp dụng của Công ước này.
Điều 2. Công ước này không áp dụng đối với giao dịch mua bán
a) các hàng hoá dùng cho cá nhân, gia đình hoặc nội trợ, trừ khi người bán, vào bất cứ lúc nào trong thời gian trước hoặc vào thời điểm ký kết hợp đồng, không biết hoặc không cần phải biết rằng hàng hóa đã được mua để sử dụng như thế;
b) Bán đấu giá;
c) Để thi hành luật hoặc văn kiện ủy thác theo luật;
d) Cổ phiếu, cổ phần, chứng khoán đầu tư, các chứng từ có thể chuyển nhượng hoặc tiền tệ;
e) Tàu thủy, máy bay và tàu chạy trên đệm không khí;
f) Điện năng
1. Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.
2. This Convention does not apply to contracts in which the preponderant part of the obligations of the part who furnishes the goods consists in the supply of labour or other services.
Article 4. This convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:
(a) The validity of the contract or of any of its provisions of any usage;
(b) The effect which the contract may have on the property in the goods sold.
Article 5 This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.
Article 6 The parties may exclude the application of this Convention or, subject to Article 12, derrogate from or vary the effect of any of its provisions.
PARTIII. SALE OF GOODS
Chapter I. GENERAL PROVISION
Article 25 A breach of contract committed by one, of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same circumstances would not have foreseen such a result.
Article 26 A declaration of avoidance of the contract is effective only if made by notice to the other party.
Article 27 Unless otherwise expressly provided in this Part of the Convention if any notice, request or other communication is given or made by a party in accordance with this Part and by means appropriate in the circumstances, a delay or error in the transmission of the communication or its failure to arrive does not deprive that party of the right to rely on the communication
Article 28 If, in accordance with the provisions of this Convention, one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgement for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention.
1. A contract may be modified or terminated by the mere agreement of the parties.
2. A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that contract.
PHẦN 3: MUA BÁN HÀNG HÓA
Chương 1: Những quy định chung
Điều 25. Sự vi phạm hợp đồng do một bên gây ra là vi phạm cơ bản nếu vi phạm đó làm cho bên kia bị thiệt hại mà người bị thiệt hại trong một chừng mực đáng kể bị mất những gì mà họ được phép có theo hợp đồng, trừ phi bên vi phạm không tiên liệu được hậu quả đó và một người có lý trí minh mẫn cũng sẽ không tiên liệu được nếu ở vào hoàn cảnh tương tự.
Điều 26. Một lời tuyên bố về việc hủy hợp đồng chỉ có hiệu lực nếu được thông báo cho bên kia biết.
Điều 27. Trừ phi Phần II của Công ước này có quy định khác, nếu thông báo yêu cầu hay thông tin khác đã được thực hiện bởi một bên của hợp đồng theo Phần III này và bằng một phương tiện thích hợp với hoàn cảnh, thì sự chậm trể hoặc lầm lẫn trong việc chuyển giao thông tin hoặc thông tin không đến người nhận, cũng sẽ làm bên đó mất quyền viện dẫn các thông tin của mình.
Điều 28. Nếu một bên có quyền yêu cầu bên kia thực hiện thi hành một nghĩa vụ nào đó thì chiếu theo các quy định của Công ước này Tòa án không bị bắt buộc phải ra phán quyết buộc bên kia thực sự thực hiện hợp đồng, trừ khi tòa án ra phán quyết đó trên cơ sở luật nước mình đối với các hợp đồng mua bán tương tự không được điều chỉnh bởi Công ước này.
Một hợp đồng có thể được điều chỉnh hay chấm dứt bằng thỏa thuận đơn thuần giữa các bên.
Một hợp đồng bằng văn bản chứa đựng một điều khoản quy định rằng mọi sự sủa đổi hoặc chấm dứt hợp đồng phải được các bên làm bằng văn bản thì không thể bị sủa đổi hoặc chấm dứt theo thỏa thuận giữa các bên hoặc dưới một hình thức khác. Tuy nhiên hành động của một bên có thể không cho phép họ viện dẫn điều khoản ấy trong chừng mực mà bên kia căn cứ vào hành động đó.
PART II. FORMATION OF THE CONTRACT
1. A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intension of the offer or to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.
2. A proposal other than one. addressed to one or more specific persons is to be considered merely as an invitation to make others, unless the contrary is clearly indicated by the person making the proposal.
1. An offer becomes effective when it reaches the offeree.
2. An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.
1. Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.
2. However, an offer cannot be revoked:
(a) If it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or
(b) If it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.
Article 17 An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.
1. A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.
2. An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offerer. An
oral offer must be accepted immediately unless the circumstances indicate otherwise.
3. However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, thee acceptance is effective at the moment the act is performed, provided that the act is performed within the period of the time laid down in the preceding paragraph.
1. A reply to an offer which purports to be an acceptance but contains additions, limitations, or other modifications is a rejection of the other and constitutes a counter-offer.
2. However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offerer, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance
3. Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.
1. A period of the time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch, or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance-fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that
the other reaches the offeree.
2. Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows.
1. A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect.
2. If a letter or other writing containing a late acceptance shows that it has been sent in such circumstance that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offerer orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.
Article 22 An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.
Article 23 A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convension.
Article 24 For the purposes of this Part of the Convension, an offer, declaration of acceptance or any other indication of intension "reaches" the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address, to his habitual residence.
1. Cho tới khi hợp đồng được giao kết, người chào hàng vẫn có thể rút lại chào hàng, nếu thông báo về về việc rút lại đó tới nơi người được chào hàng trước khi người này gửi thông báo chấp nhận chào hàng
2. Tuy nhiên chào hàng không thể bị hủy bỏ.
a) Nếu nó chỉ rõ, bằng cách ấn định một thời hạn để chấp nhận hay bằng cách khác rằng nó không thể hủy ngang.
b) Nếu người nhận coi chào hàng không thể hủy ngang là hợp lý và đã hành động theo chiều hướng đó.
Điều 17. Chào hàng, dù là loại không hủy ngang sẽ mất hiệu lực khi người chào hàng nhận được thông báo về việc từ chối chào hàng.
Chapter II. OBLIGATIONS OF THE SELLER
Article 30. The seller must deliver the goods, hand over any documents relating to them and transfer the property in goods, as required by the contract and this Convention.
Section I. Delivery of the goods and handing over of documents
Article 31. If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists:
(a) If the contract of sale involves carriage of the goods in handing the goods over to the first carrier for transmission to the buyer;
(b) If, in cases not within the preceding subparagraph, the contract relates to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at that time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place - in placing the goods at the buyer's disposal at that place.
(c) In other cases in placing the goods at the buyer's disposal at the place where the seller had his place of business at the time of the conclusion of the contract.
Article 32. If the seller, in accordance with the contract or this Convention, hands the goods over to a carrier and if the goods are not clearly identified to the contract by markings on the goods, by shipping documents or otherwise, the seller must give the buyer notice of the consignment specifying the goods.
1. If the seller is bound to arrange for carriage of the goods, he must make such contracts as are necessary for carriage to the place fixed by means of transportation appropriate in the usual terms for such transportation.
2. If the seller is not bound to effect insurance in respect to the carriage of the goods, he must, at the buyer's request, provide him with all available information necessary to enable him to effect such insurance.
Article 33. The seller must deliver the goods:
(a) If the date is fixed by or determinable from the contract, on that date;
(b) If a period of time is fixed by or determinable form the contract, at any time within that period unless circumstances Indicate that the buyer is to choose a date; or
(c) In any other case, within a reasonable time after the conclusion of the contract.
If the seller is/bound to hand over documents relating to the goods, he must hand them over at the time and place and in the form required by the contract. If the seller has handed over documents before that time, he may, up to that time, cure any lack of conformity in the documents, if the exercise of this right does not
cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.