ITC MODEL CONTRACT FOR THE INTERNATIONAL

COMMERCIAL SALE OF GOODS (STANDARD VERSION)

No: 42/KM-LC – Date: 05th June 2014
HS: 900410.
PARTIES:

Seller: Yiwu Luba Eyewear Co., Ltd

Add: 503, No. 308 Shenzhou Road, Houzhai Street, Jinhua, Zhejiang, China
Company phone: 0086-0579-18257003160
Company mobile: 18257003160
Represented by: Lily Zhao
Position: Manager
E-mail: [email protected]
Tel: 008618539852687

Buyer: THANH LICH OPTIC COMPANY LIMITED

Tax code: 0101515742
Address: 97 Hang Bong, Hang Bong Ward, Hoan Kiem District, Hanoi City, Vietnam.
Company phone: 0989904386
Represented by: Nguyễn Ngọc Minh
Position: Manager
E-mail: [email protected]
Tel: 0326636993

Hereinafter: “the Parties”

ARTICLE 1: Goods
1.1. Subject to the terms agreed in this contract, the Seller shall deliver the following
good(s) (hereinafter: “the Goods”) to the Buyer.
1.2. Description of the Goods:
Description: Acetate eyeglasses
Product code: 1856S

Product number 1856S

Product name: Acetate Optical Glasses
Place of origin Zhejiang, China
Brand name LBAShades
Material Acetate
Joint Metal
Model type Solid
Color Black

1.2.1. Quantity of Goods

1.2.2. Quantity of Goods: 500 pieces
1.2.3. Total weight: 50 kg
1.2.4. On each delivery: entire order fulfilled
Tolerance rate: ± 0%
1.3. Inspection of the Goods:
Requirement for certification papers and quality inspection of goods upon delivery to
the buyer's address.
Organization responsible for quality and quantity inspection of goods: Vinacontrol
Certification and Inspection Joint Stock Company (Vinacontrol CE)
Goods inspection deadline: From 1-3 days after goods arrival at the port
Inspection fee: The seller bears all costs related to goods inspection and certification.
1.5. Pakaging: 1 pcs/opp bag, usually 20 pcs per box
ARTICLE 2. Delivery
2.1. Applicable International Chamber of Commerce (hereinafter: ICC)
Incoterms (by reference to most recent version of the Incoterms at date of
conclusion of the contract)
2.2. Place of delivery: 97 Hang Bong, Hang Bong Ward, Hoan Kiem District, Hanoi
City, Vietnam.
2.3. Date or period of delivery: Within 7-10 days after receiving the deposit from the
buyer.
2.4. Carrier: DHD Logistics
2.5. Delivery terms: EXW
ARTICLE 3. Price
3.1. Total price: 5.500
3.2. Price per unit of measurement: 11
3.3. Amount in numbers: 5.500
3.4. Amount in letters: Five thousand five hundred.
3.5. Currency: USD
ARTICLE 4. Payment conditions
4.1. Means of payment: 30% deposit before delivery, 70% payment by Letter of Credit
(LC).
4.2. Time for payment: 30% deposit after signing the contract within 4-6 days, 70%
payment by Letter of Credit (LC) within 7-10 days after receiving the goods.
4.3. Details of Seller’s bank account:
Beneficiary name: Yiwu Luba Eyewear Company
Bank name: Zhejiang Chouzhow Commercial Bank
Account No.: 1032392332 – Swift code: CZCBCN2X103
Applicant: THANH LICH OPTIC COMPANY LIMITED
4.4. Details of Buyer’s bank account:
Beneficiary name: THANH LICH OPTIC COMPANY LIMITED
Bank name: Military Comercial Joint Stock Bank
Account No.: 0326636993 – Swift code: MSCBVNVX032
ARTICLE 5. Documents
5.1. The Seller shall make available to the Buyer the following documents:
Commercial Invoice: 1 original, 2 copies
Certificate of Origin: 1 original, 2 copies
Packing List: 1 original, 2 copies
5.2. In addition, the Seller shall make available to the Buyer the documents
indicated in the ICC Incoterms the Parties have selected under Article 2 of
this contract
ARTICLE 6. Non-performance of the Buyer’s obligation to pay the price at the
agreed time
6.1. If the Buyer fails to make payment at the agreed price within the specified time,
the Seller shall provide the Buyer with an additional period of 10-15 days to make the
payment. If the Buyer fails to make payment within that additional period, the Seller
may declare the contract void in accordance with Article 10 of this contract.
6.2. If the Buyer fails to make payment within the agreed time, then in any case, the
Seller shall have the right, without prejudice to any other rights the Seller may have, to
charge interest on the outstanding amount at a rate of 5% per annum.
ARTICLE 7. Non-performance of the Seller’s obligation to deliver the Goods at
the agreed time
7.1. If the Seller fails to deliver the Goods within the agreed time, the Buyer shall
provide the Seller with an additional period of 15 days to fulfill the delivery. If the
Seller fails to deliver the Goods within that additional period, the Buyer may declare
the contract void in accordance with Article 10 of this contract.
7.2. If the Seller is delayed in delivering any goods as specified in this contract, then
the Buyer shall have the right to claim damages at a rate of 0.5% of the price of those
goods for each day of delay, calculated from the agreed delivery time or the last day of
the agreed delivery period, as specified in Article 2 of this contract, provided that the
Buyer notifies the Seller of this delay.
ARTICLE 8. Lack of conformity
8.1. Non-conforming Goods: Scratched, broken, damaged, not matching the sample
quality.
8.2. The Buyer shall inspect the Goods within a reasonable short period. The Buyer
shall notify the Seller of any non-conformity of the Goods, specifying the nature of
such non-conformity, within 3 days from the date the Buyer discovers or should have
discovered the non-conformity. In any event, the Buyer shall lose the right to rely on
the non-conformity if the Buyer fails to notify the Seller no later than 15 days from the
date the Goods are actually delivered to the Buyer.
8.3. If the Buyer has given legitimate notice of the non-conformity to the Seller, then
the Buyer may:
8.3.1. Request the Seller to replace the Goods with conforming goods; at no cost to the
Buyer;
8.3.2. Request the Seller to repair the Goods, at no cost to the Buyer;
8.3.3. Obtain a price reduction in proportion to the value of the Goods actually
delivered at the time of delivery compared to the value of the Goods conforming to the
contract that should have been delivered at that time. The Buyer may not be entitled to
a price reduction if the Seller replaces the Goods with conforming goods or repairs the
Goods under clauses 8.2.1 and 8.2.2 of this Clause, or if the Buyer does not accept such
performance by the Seller.
ARTICLE 9. ARBITRATION
9.1. All disputes or differences arising out of or in connection with the present
Contract, including the one connected with the validity of the present Contract or any
part thereof, shall be settled by bilateral discussions.
9.2. Any dispute, disagreement of question arising out of or relating to this Contract or
relating to construction or performance (except as to any matter the decision or
determination whereof is provided for by these conditions), which cannot be settled
amicably, shall within sixty (60) days or such longer period as may be mutually agreed
upon, from the date on which either party informs the other in writing by a notice that
such dispute, disagreement or question exists, will be referred to the Arbitration
Tribunal consisting of three arbitrators.
9.3. Within sixty (60 days of the receipt of the said Notice, one arbitrator shall be
nominated in writing by SELLER and one arbitrator shall be nominated by BUYER.
9.4. The third arbitrator, who shall not be a citizen or domicile or of the country either
of the parties or of any other country unacceptable to any of the parties shall be
nominated of the parties within (90) days of the receipt of the notice mentioned above,
failing which the third arbitrator may be nominated by the President of International
Chamber of Commerce, Paris, at request of either party but the said nomination would
be after consultation with both the parties and shall preclude any citizen or domicile of
any country as mentioned. The arbitrator nominated under this Clause shall not be
regarded nor act as an umpire.
9.5. The Arbitration Tribunal shall have its seat at its own place mutually agreed to
between the parties.
9.6. The decision of the majority of the arbitrator shall be final and binding on the
parties to this contract.
9.7. Each party shall bear its own cost of preparing and presenting its case. The cost of
Arbitration including the fees and expenses of the third arbitrator shall be shared
equally by the Seller and the Buyer, unless otherwise awarded by the Arbitration
Tribunal.
9.9. In the event of a vacancy caused in the office of the arbitrators, the party which
nominated such arbitrator shall be entitled to nominate another in his place and the
arbitration proceedings shall continue from the stage they were left by the retiring
arbitrator.
9.9. In the event of one of the parties failing to nominate its arbitrator within 60 days as
above or if any of the parties does not nominate another arbitrator within 60 days of the
place of arbitrator failing vacant, then the other party shall be entitled after due notice
of at least 30 days to request the President of International Chamber of Commerce,
Paris to nominate another arbitrator as above.
9.10. If the place of the third arbitrator falls vacant, his substitute shall be nominated
according to the provisions herein above stipulated.
9.11. The parties shall continue to perform their respective obligations under this
contract during the pendency of the arbitration proceedings except in so far as such
obligations are the subject matter of the said arbitration proceedings.
ARTICLE 10. Cancellation of Contract
10.1. There shall be a breach of contract if either party fails to perform any of its
obligations under this contract, including defective, partial, or delayed performance.
10.2. There shall be a fundamental breach of contract if:
10.2.1. Non-compliance with the obligation is fundamental to this contract; or
10.2.2. Non-compliance fundamentally deprives the breaching party of what it is
entitled to expect under this contract.
The Parties agree that the following actions shall be deemed a fundamental breach of
contract:
- Late, incomplete, or non-payment after the agreed-upon time.
- Late, incomplete, or non-delivery after the agreed-upon time.
10.3. In the event of a breach of contract under clause 10.1 of this Clause, the
breaching party shall, upon notice to the other party, provide an additional performance
period of 1 month. During the additional period, the breaching party may refuse to
perform its reciprocal obligations and may claim damages, but may not declare the
contract void. If the other party fails to perform its obligations within the additional
period, the breaching party may declare the contract void.
10.4. In the event of a fundamental breach of contract under clause 10.2 of this Clause,
the breaching party may declare the contract void without providing any additional
performance period to the other party.
10.5. A declaration of contract cancellation shall only be effective if made in writing
and sent to the other party.
ARTICLE 11. GENERAL TERMS
This contract comes into effect from signing date, any amendment and additional
clause to these conditions shall be valid only if made in written from duly signed by
both sides
ARTICLE 12. Applicable Law and Guiding Principles
12.1. Matters related to this contract that cannot be resolved under the provisions of the
contract shall be governed by the United Nations Convention on Contracts for the
International Sale of Goods (CISG).
12.2. This contract shall be executed in a spirit of good faith and fairness.
FOR THE BUYER FOR THE SELLER
 ITC MODEL CONTRACT FOR THE INTERNATIONAL
COMMERCIAL SALE OF GOODS (STANDARD VERSION)
No: 42/KM-LC – Date: 05th June 2014
HS: 900410.
PARTIES:

Seller: Yiwu Qmoon Sunglasses Co., Ltd.

Add: 2f, Unit 5, Building 25, Chunhan Third District, Beiyuan Street, Yiwu, Zhejiang
, China
Company phone: 86-0579-18757875697
Company mobile: 18757875697
Represented by: Ms. Sunshine Zheng
Position: Manager
E-mail: [email protected]
Buyer: THANH LICH OPTIC COMPANY LIMITED
Tax code: 0101515742
Address: 97 Hang Bong, Hang Bong Ward, Hoan Kiem District, Hanoi City, Vietnam.
Company phone: 0989904386
Represented by: Nguyễn Ngọc Minh
Position: Manager
E-mail: [email protected]
Tel: 0326636993

Hereinafter: “the Parties”

ARTICLE 1: Goods
1.3. Subject to the terms agreed in this contract, the Seller shall deliver the following
good(s) (hereinafter: “the Goods”) to the Buyer.
1.4. Description of the Goods:
Description: Acetate eyeglasses
Product code: QMSF174

Product number QMSF174

High Quality Customize Vintage Acetate
Product name:
Sunglasses Polarized Men
Place of origin Zhejiang, China
Brand name QMOON
Material Acetate + TAC
Joint Metal
Model type Newest Fashional Sunglasses
Color Custom Colors

1.4.1. Quantity of Goods

1.4.2. Quantity of Goods: 500 pieces
1.4.3. Total weight: 120 kg
1.4.4. On each delivery: entire order fulfilled
Tolerance rate: ± 0%
1.3. Inspection of the Goods:
Requirement for certification papers and quality inspection of goods upon delivery to
the buyer's address.
Organization responsible for quality and quantity inspection of goods: Vinacontrol
Certification and Inspection Joint Stock Company (Vinacontrol CE)
Goods inspection deadline: From 1-3 days after goods arrival at the port
Inspection fee: The seller bears all costs related to goods inspection and certification.
1.5. Pakaging: 1piece/opp , 20pcs/box, 200pcs/carton
ARTICLE 2. Delivery
2.1. Applicable International Chamber of Commerce (hereinafter: ICC)
Incoterms (by reference to most recent version of the Incoterms at date of
conclusion of the contract)
2.2. Place of delivery: 97 Hang Bong, Hang Bong Ward, Hoan Kiem District, Hanoi
City, Vietnam.
2.3. Date or period of delivery: Within 7-10 days after receiving the deposit from the
buyer.
2.4. Carrier: DHD Logistics
2.5. Delivery terms: EXW
ARTICLE 3. Price
3.1. Total price: 3.940
3.2. Price per unit of measurement: 7.88
3.3. Amount in numbers: 3.940
3.4. Amount in letters: Three thousand nine hundred forty.
3.5. Currency: USD
ARTICLE 4. Payment conditions
4.1. Means of payment: 30% deposit before delivery, 70% payment by Letter of Credit
(LC).
4.2. Time for payment: 30% deposit after signing the contract within 4-6 days, 70%
payment by Letter of Credit (LC) within 7-10 days after receiving the goods.
4.3. Details of Seller’s bank account:
Beneficiary name: Yiwu Qmoon Sunglasses Company
Bank name: Zhejiang Chouzhow Commercial Bank
Account No.: 3209320324 – Swift code: CZCBCN2X320
Applicant: THANH LICH OPTIC COMPANY LIMITED
4.4. Details of Buyer’s bank account:
Beneficiary name: THANH LICH OPTIC COMPANY LIMITED
Bank name: Military Comercial Joint Stock Bank
Account No.: 0326636993 – Swift code: MSCBVNVX032
ARTICLE 5. Documents
5.1. The Seller shall make available to the Buyer the following documents:
Commercial Invoice: 1 original, 2 copies
Certificate of Origin: 1 original, 2 copies
Packing List: 1 original, 2 copies
5.2. In addition, the Seller shall make available to the Buyer the documents indicated in
the ICC Incoterms the Parties have selected under Article 2 of this contract
ARTICLE 6. Non-performance of the Buyer’s obligation to pay the price at the
agreed time
6.1. If the Buyer fails to make payment at the agreed price within the specified time,
the Seller shall provide the Buyer with an additional period of 10-15 days to make the
payment. If the Buyer fails to make payment within that additional period, the Seller
may declare the contract void in accordance with Article 10 of this contract.
6.2. If the Buyer fails to make payment within the agreed time, then in any case, the
Seller shall have the right, without prejudice to any other rights the Seller may have, to
charge interest on the outstanding amount at a rate of 5% per annum.
ARTICLE 7. Non-performance of the Seller’s obligation to deliver the Goods at
the agreed time
7.1. If the Seller fails to deliver the Goods within the agreed time, the Buyer shall
provide the Seller with an additional period of 15 days to fulfill the delivery. If the
Seller fails to deliver the Goods within that additional period, the Buyer may declare
the contract void in accordance with Article 10 of this contract.
7.2. If the Seller is delayed in delivering any goods as specified in this contract, then
the Buyer shall have the right to claim damages at a rate of 0.5% of the price of those
goods for each day of delay, calculated from the agreed delivery time or the last day of
the agreed delivery period, as specified in Article 2 of this contract, provided that the
Buyer notifies the Seller of this delay.
ARTICLE 8. Lack of conformity
8.1. Non-conforming Goods: Scratched, broken, damaged, not matching the sample
quality.
8.2. The Buyer shall inspect the Goods within a reasonable short period. The Buyer
shall notify the Seller of any non-conformity of the Goods, specifying the nature of
such non-conformity, within 3 days from the date the Buyer discovers or should have
discovered the non-conformity. In any event, the Buyer shall lose the right to rely on
the non-conformity if the Buyer fails to notify the Seller no later than 15 days from the
date the Goods are actually delivered to the Buyer.
8.3. If the Buyer has given legitimate notice of the non-conformity to the Seller, then
the Buyer may:
8.3.1. Request the Seller to replace the Goods with conforming goods; at no cost to the
Buyer;
8.3.2. Request the Seller to repair the Goods, at no cost to the Buyer;
8.3.3. Obtain a price reduction in proportion to the value of the Goods actually
delivered at the time of delivery compared to the value of the Goods conforming to the
contract that should have been delivered at that time. The Buyer may not be entitled to
a price reduction if the Seller replaces the Goods with conforming goods or repairs the
Goods under clauses 8.2.1 and 8.2.2 of this Clause, or if the Buyer does not accept such
performance by the Seller.
ARTICLE 9. ARBITRATION
9.1. All disputes or differences arising out of or in connection with the present
Contract, including the one connected with the validity of the present Contract or any
part thereof, shall be settled by bilateral discussions.
9.2. Any dispute, disagreement of question arising out of or relating to this Contract or
relating to construction or performance (except as to any matter the decision or
determination whereof is provided for by these conditions), which cannot be settled
amicably, shall within sixty (60) days or such longer period as may be mutually agreed
upon, from the date on which either party informs the other in writing by a notice that
such dispute, disagreement or question exists, will be referred to the Arbitration
Tribunal consisting of three arbitrators.
9.3. Within sixty (60 days of the receipt of the said Notice, one arbitrator shall be
nominated in writing by SELLER and one arbitrator shall be nominated by BUYER.
9.4. The third arbitrator, who shall not be a citizen or domicile or of the country either
of the parties or of any other country unacceptable to any of the parties shall be
nominated of the parties within (90) days of the receipt of the notice mentioned above,
failing which the third arbitrator may be nominated by the President of International
Chamber of Commerce, Paris, at request of either party but the said nomination would
be after consultation with both the parties and shall preclude any citizen or domicile of
any country as mentioned. The arbitrator nominated under this Clause shall not be
regarded nor act as an umpire.
9.5. The Arbitration Tribunal shall have its seat at its own place mutually agreed to
between the parties.
9.6. The decision of the majority of the arbitrator shall be final and binding on the
parties to this contract.
9.7. Each party shall bear its own cost of preparing and presenting its case. The cost of
Arbitration including the fees and expenses of the third arbitrator shall be shared
equally by the Seller and the Buyer, unless otherwise awarded by the Arbitration
Tribunal.
9.9. In the event of a vacancy caused in the office of the arbitrators, the party which
nominated such arbitrator shall be entitled to nominate another in his place and the
arbitration proceedings shall continue from the stage they were left by the retiring
arbitrator.
9.9. In the event of one of the parties failing to nominate its arbitrator within 60 days as
above or if any of the parties does not nominate another arbitrator within 60 days of the
place of arbitrator failing vacant, then the other party shall be entitled after due notice
of at least 30 days to request the President of International Chamber of Commerce,
Paris to nominate another arbitrator as above.
9.10. If the place of the third arbitrator falls vacant, his substitute shall be nominated
according to the provisions herein above stipulated.
9.11. The parties shall continue to perform their respective obligations under this
contract during the pendency of the arbitration proceedings except in so far as such
obligations are the subject matter of the said arbitration proceedings.
ARTICLE 10. Cancellation of Contract
10.1. There shall be a breach of contract if either party fails to perform any of its
obligations under this contract, including defective, partial, or delayed performance.
10.2. There shall be a fundamental breach of contract if:
10.2.1. Non-compliance with the obligation is fundamental to this contract; or
10.2.2. Non-compliance fundamentally deprives the breaching party of what it is
entitled to expect under this contract.
The Parties agree that the following actions shall be deemed a fundamental breach of
contract:
- Late, incomplete, or non-payment after the agreed-upon time.
- Late, incomplete, or non-delivery after the agreed-upon time.
10.3. In the event of a breach of contract under clause 10.1 of this Clause, the
breaching party shall, upon notice to the other party, provide an additional performance
period of 1 month. During the additional period, the breaching party may refuse to
perform its reciprocal obligations and may claim damages, but may not declare the
contract void. If the other party fails to perform its obligations within the additional
period, the breaching party may declare the contract void.
10.4. In the event of a fundamental breach of contract under clause 10.2 of this Clause,
the breaching party may declare the contract void without providing any additional
performance period to the other party.
10.5. A declaration of contract cancellation shall only be effective if made in writing
and sent to the other party.
ARTICLE 11. GENERAL TERMS
This contract comes into effect from signing date, any amendment and additional
clause to these conditions shall be valid only if made in written from duly signed by
both sides
ARTICLE 12. Applicable Law and Guiding Principles
12.1. Matters related to this contract that cannot be resolved under the provisions of the
contract shall be governed by the United Nations Convention on Contracts for the
International Sale of Goods (CISG).
12.2. This contract shall be executed in a spirit of good faith and fairness.
FOR THE BUYER FOR THE SELLER