CONTRACT FOR SALE OF GOODS

– Pursuant to the civil code No. 91/2015/QH13 dated November 24, 2015.
– Pursuant to Commercial law No. 36/2005/QH11, passed by the national assembly on January
01st, 2006.
Today, Date … Month … Year …
In place: ………
PARTIES
Party A (hereinafter referred to as “Seller”)

– Name of enterprise: ………

– The head office address: ……

– Number phone:……. Fax:

– Bank account No:……

– Opening at the bank:………

– Authorized person:………

– Position: ………

– The letter of authorization (If the authorized person signs on behalf of the director).

No: Date … Month … Year …

By: …….. Title ………………… signs.

Party B (hereinafter referred to as “Buyer”)

– Name of enterprise: ………

– The head office address: ……

– Number phone:……. Fax:

– Bank account No:……

– Opening at the bank:………

– Authorized person:………

– Position: ………

– The letter of authorization (If the authorized person signs on behalf of the director).

No: Date … Month … Year …

1
By: …….. Title ………………… signs.

Party C

– Name of enterprise: ………

– The head office address: ……

– Number phone:……. Fax:

– Bank account No:……

– Opening at the bank:………

– Authorized person:………

– Position: ………

– The letter of authorization (If the authorized person signs on behalf of the director).

No: Date … Month … Year …

By: …….. Title ………………… signs.

The parties agreed to enter into this agreement in respect of the sales and purchase of furniture
with the contents as follows:

2
1. Recitals
1.1. Party A manufactures furniture, and Party B is interested in purchasing furniture. Company
C acts as an intermediary, introducing Party A to Party B, and is responsible for ensuring
the quality of the goods.
1.2. The purpose of this Contract is to establish a business arrangement in which Company A
will sell furniture to Company B, with Company C overseeing the quality and providing
support in case of any disputes or quality issues.
1.3. The parties agree to cooperate in good faith, with the goal of establishing a successful and
mutually beneficial business relationship.
1.4. Party A shall be referred to as “Seller”, Party B shall be referred to as “Buyer” and Party C
shall be referred to as “Agent ”hereinafter.
2. Agreement of Sale
2.1. Based on the terms agreed upon in this contract, the Seller delivers the following goods
(hereinafter referred to as Goods) to the Buyer:
............................................................................................................................................................
2.2. Description:
2.2.1. The price specified above is the FOB price for qualified furniture from the Seller,
including applicable taxes and VAT. This price excludes additional costs for
shipping, insurance, or other handling fees.
2.2.2. The parties shall review the price every six months, on or before January 1 and
July 1 of each year. If the deviation in the current price exceeds ±5% of the
market prevailing price for similar Goods, the parties shall negotiate to adjust the
supply price for the next period. The agreed price for the initial term of this
contract is stated in the table, and no adjustment will be made during this period.
2.2.3. If the parties are unable to reach an agreement on the market average price for the
next term within fifteen (15) days before each new review period, the Agent shall
have the right to request the Seller to return any prepayment balance paid by the
Buyer that has not been offset. The Seller must refund the requested balance
within ten (10) business days after receiving a written request.
2.2.4. The Seller represents and warrants that it has the legal title and right to sell the
Goods and that the sale complies with all applicable laws and regulations.
2.2.5. The Buyer represents and warrants that the products purchased under this contract
shall not infringe on the intellectual property rights or other legal rights of any
third party. If such infringement occurs, the Buyer will indemnify and hold the
Seller harmless against any claims or damages arising from such infringement.

3
 2.2.6. The Seller is responsible for ensuring that the Goods delivered meets the agreed-
upon quality standards. The Agent will oversee the quality assurance process and
ensure that the Goods delivered to the Buyer meets the quality standards.
2.2.7. The Seller will work with the Agent to address quality concerns but is not
responsible for the inspection or quality control process once the Goods has been
delivered to the Buyer.
3. Payment
3.1. Payment shall occur upon delivery for the price stated in section 2.
3.2. All payments shall be made via ................... to the account specified by the Seller. The
Seller's banking details are ......................................................................................................
3.3. If the Buyer fails to make payment by .................., a late fee of ................ will be applied
for each day the payment is overdue, not exceeding ....................... If payment is more
than .......... days late, the Seller has the right to withhold further shipments or take legal
action to recover the unpaid amount.
3.4. Payment terms and related information are confidential and shall not be disclosed to third
parties without the consent of all parties, except as required by law or regulation.
4. Delivery
4.1. Place of delivery............……………………………………………………………………….
4.2. Date of delivery.............................…………………………………………………………….
4.3. Carrier................................................................……………………………………………….
4.4. Packaging: The package shall be suitable for long-distance transportation and the package
costs shall be borne by the Seller.
4.5. Labeling: The Seller must label the outer and inner packages with essential information,
including the manufacturer's name, manufacturing batch number, product specifications,
weight, manufacturing date, and other details as required by the Buyer.
4.6. Transfer of title: The risk of loss or damage to the furniture products passes from the Seller
to the Buyer once the goods are loaded onto the designated shipping vessel. The title to the
goods also transfers at this point. The Seller is responsible for ensuring proper packaging
and handling until the goods are delivered to the FOB point.
4.7. Other delivery terms:
4.7.1. The Buyer is responsible for arranging shipping and covering all costs beyond the
point of FOB delivery.
4.7.2. The Buyer must notify the Seller of the shipping details, including the name of the
shipping company, the estimated departure time, and the destination.

4
 4.7.3. The Buyer must pick up the goods within ........ business days following receipt of
the Seller's delivery notice. If the Buyer fails to pick up within this period, the
Buyer is responsible for any additional costs, including storage fees, and is liable
for breach of contract as outlined in section....... The Buyer will also assume
responsibility for any damages or losses incurred due to delayed pickup.
4.7.4. The Seller shall notify the Buyer and the Agent at least ........ days before the
expected date of delivery.
5. Quality assurance
5.1. The Goods sold by the Seller to the Buyer shall meet the quality standards specified in .......
of this Contract.
5.2. The Seller shall provide the Buyer with a formal test and inspection report for the Goods.
5.3. Upon delivery, the Buyer has ....... days to inspect the Goods and either accept them or
notify the Seller and the Agent in writing of its objection of any defects, shortages, or non-
conformity with the contract terms. The Seller and the Agent will coordinate to resolve the
quality issues to the Buyer's satisfaction. If the Buyer does not raise any issues within this
period, the goods are deemed qualified and accepted.
6. Effectiveness, Term and Termination
6.1. This Contract shall become effective upon signature and affixation of seals by authorized
representatives of each party. Any modifications to this Contract must be made in writing
and signed by all parties to be valid.
6.2. If any party fails to perform its obligations under this Contract, the non-breaching parties
may terminate this Contract after providing written notice to the breaching party. The
breaching party will have ....... days to remedy the breach. If the breach is not corrected
within this period, the non-breaching parties may terminate the Contract.
6.3. Termination for Force Majeure: If force majeure events, as defined in this Contract, persist
for more than ........ days, any party may terminate the Contract by providing written notice
to the other parties.
7. Liability for Breach
7.1. Buyer’s liability for breach:
7.1.1. Non-payment: If the Buyer fails to make payment according to the terms specified
in this Contract, a late fee of ........ will be applied for each day the payment is
overdue, not exceeding ........... If the Buyer does not correct this breach within
[number] days of written notice, the Seller has the right to terminate the Contract
and seek compensation for any damages resulting from the breach.
7.1.2. Failure to accept delivery: If the Buyer fails to pick up or accept the goods within
the specified timeframe, the Buyer will be liable for any additional costs,
including storage fees, and the risk of damage or loss during this period. The

5
 Seller may also terminate the Contract if the Buyer does not correct this breach
within ....... days of written notice.
7.2. Seller's liability for breach:
7.2.1. Late Delivery: If the Seller fails to deliver the goods on the scheduled date
without a valid reason, the Seller must pay a late fee of ....... for each day the
delivery is delayed, not exceeding ..........If the delay exceeds ...... days, the Buyer
may terminate the Contract and seek compensation for any resulting damages.
7.2.2. Quality Issues: If the goods delivered by the Seller do not meet the agreed-upon
quality standards, the Seller must correct the issue by repairing, replacing, or
providing a discount. Failure to do so within a reasonable timeframe will be
considered a breach, and the Buyer may terminate the Contract and seek
compensation for any damages incurred.
7.3. Agent's liability for breach:
7.3.1. If the Agent fails to ensure quality control or address disputes between the Buyer
and Seller, resulting in significant delays or other damages, the Agent will be
liable for breach. The Buyer or Seller may seek compensation for damages
resulting from the Agent's failure to fulfill its role.
7.3.2. If the Agent violates the confidentiality provisions of this Contract, the Agent will
be liable for breach, and the other parties may seek compensation for any resulting
damages or losses.
7.4. Other matters:
7.4.1. Breaches resulting from force majeure events are not subject to penalties or
liability as specified in this Contract's force majeure section.
7.4.2. It shall not be deemed as a breach if parties modify or terminate this contract
through negotiation.
7.4.3. Indemnifications such as breach penalty or liquidated damages (if any) shall be
remitted to the non-breaching party within ten (10) days after the liability is
clearly allocated.
8. Confidentiality
8.1. The parties shall keep the following information strictly confidential:
8.1.1. Existence of business relationship hereunder;
8.1.2. Terms herein and the negotiation of this contract;
8.1.3. Subject matter of the contract and its quantity;
8.1.4. All commercial and technical information in connection with the performance of
the contract.

6
Disclosure in accordance with section 8.2 shall be excluded.
8.2. Information specified in section 8.1 above shall only be disclosed by the parties in the
following circumstances:
8.2.1. Mandatory requirements under applicable laws;
8.2.2. Mandatory requirements of any governmental or regulatory authority with
jurisdiction;
8.2.3. Disclosure by either party to the professional consultant or lawyer (if any) under
the premise that the latter undertakes to keep such information confidential;
8.2.4. The information enters into public domain without the fault of either party; or
8.2.5. Written consent of the parties in advance.
9. Force Majeure
9.1. Seller shall not be liable for any failure of or delay in the performance of this Agreement for
the period that such failure or delay is due to causes beyond its reasonable control. Such
causes include but are not limited to:
– Acts of God;
– War;
– Supply shortages;
– Strikes or labor disputes;
– Embargoes or government orders; or any other unforeseeable event.
9.2. The party so affected shall promptly notify the other parties and provide detailed
information of such force majeure event as well as relevant evidential documents within
fifteen (15) days.
9.3. Upon the occurrence of any force majeure event, the parties shall seek to resolve such
situation through friendly consultation and shall use their best efforts to mitigate the impact
of such force majeure event.
9.4. If the force majeure event lasts for more than thirty (30) days, the parties shall decide
whether to continue or terminate this contract through friendly consultation.
10. Choice of law provision and dispute settlement
10.1. This Contract and all related matters are governed by the laws of .............., which shall
solely apply to any dispute arising from this Contract. All parties agree to submit to the
jurisdiction of .................... for any legal matters related to this Contract.
10.2. In the event of a dispute arising from the interpretation, performance, or termination of this
Contract, the parties shall attempt to resolve it through friendly negotiation first. If such
negotiation fails to result in an agreement within thirty (30) days, any party may initiate
formal dispute resolution proceedings.

7
10.3. During the dispute resolution process, the parties shall continue to fulfill their respective
rights and obligations under this Contract, except for the specific matters in dispute. This
provision ensures that the contract's performance is not interrupted by the ongoing dispute.
11. Merger clause
11.1. This Contract, along with all exhibits, schedules, and any written amendments, constitutes
the entire agreement among the parties concerning the subject matter hereof. It supersedes
all prior agreements, understandings, negotiations, or representations, whether oral or
written, relating to the subject matter of this Contract.
11.2. Each party acknowledges that, in entering into this Contract, it has not relied on any
statement, representation, warranty, or agreement not expressly included in this Contract.
11.3. Any amendments, modifications, or alterations to this Contract must be in writing and
signed by authorized representatives of each party. No verbal agreement or understanding
shall be binding or enforceable unless formally documented and signed by all parties.
11.4. Certain provisions of this Contract, including but not limited to confidentiality, liability for
breach, and dispute resolution, shall survive the termination, cancellation, or expiration of
this Contract.

11.5.

8
 Representative B Representative C
Representative A
Sign (Stamp) Sign (Stamp) Sign (Stamp)