I draft a contract but I am so confused with my bussiness english. Would you please have a look and advise me if I am wrong. I do hope your help and thanks in advance.


- Pursuant to Commercial Law dated June 14th, 2005 by the National Assembly.

Today April 22nd , 2010 we consist of:
SELLER: (Party A)

BUYER: (Party B)

The two parties have mutually agreed to sign the contract under the following terms and conditions:

ARTICLE 1: Product name- Quantity-Price: Party A sells to Party B
-Commodity: Paper bags (as attached sheet)

(In words : Two thousand one hundred and three US Dollars and ninety cents.)
- The above price is not including any taxes.These taxes will be directly tranfered (or in cash) to the treasury by party B as soon as applying customs declaration.
- Printing design: As the printing design supplied by Party B and the Pary B bears full responsibility for the content printed on bags.

ARTICLE 2: Payment terms
- By T.T Remittance 100% total amount of the contract within 30 days from the date of receiving goods, financial invoice, valid document (invoice, packing list, COA, C/O form D,...).
- In case of the Party B delays in tranferring, the Party B will be punished 0.1% per day to the amount that was delayed.

ARTICLE 3: Packing
Each 100 PCs in each wrapped-paper bag.

ARTICLE 4: Delivery
- Time of delivery: within from April 27, 2010 to May 8, 2010
- Place of delivery: at buyer's warehouse in Bien Hoa 1 IZ. Fees of transportation, loading fees and export formality will be approved by the party A. Import formality and unloading fees will be approved by the party B.
- When receiving goods, party B must sign the party A's delivery sheet and confirm that the goods party A delivered is brand new. If the goods party A delivered is not brand new, party B draws up minutes and ask party A confirm.
- In case that after completing delivery, Party B found the goods with poor quality, none standard or defect by Party A's technical error, Party B will inform to Party A. Within 20 days, Party A have to change the other goods or supply new qualitied products as agreement stipulated at Article 1 of this contract.
- During process of using, Party B found the product not meet packing standard stipulated at Article 3, the date after receiving notice from Party B, Party A have to come to Party B's scene to confirm the actual quantity.
- In case that Party A delay delivery against delivery time fixed at Article 4 without the Party B's error, Party A will be punished 0.1% per day to the amount of goods that was delay, but not to delay over 10 days, except for delay delivery due to some of force majeure according to the law in force. If Party delays delivery over 10 days against delivery time fixed at Article 4 without any previous notice, which means Party A suspended unilaterally the contract and Party A will be punished according to Article 5.

ARTICLE 5: Breaking contract
- Which one who unilaterally suspends the contract opposite to the stipulation of laws or does not realize the contract will have to compensate for arising damage. Depend on damage, both parties will negotiate and solve in the spirit of cooperation and mediation. But total of compensation amount will not exceed the total amount of this contract.

ARTICLE 6: Common terms
- The two parties are committed to implement all articles stated on the contract.
- During process of implementation of contract, any dispute occurs, two parties will meet and solve in the spirit of cooporation and mediation. Any dispute is not able to be amicably settled shall be referred to the competent Court. The Court verdict is final and binding on both parties.
- The contract is valid from the date of signing, after 30 days that both parties complete all of obligations stipulated at the contract, the contract will be liquidated.
- Terms of the contract is revisable or additional with agreement of two parties by appendix.
- Other article and conditions that were not written down in this contract will be implemented as present law degrees on economic.

This contract is made in 05 copies, 02 in English, 03 in Vietnamese having equal validity. Party A retains 01 copy in English and 01 copy in VietNamese, Party B retains 01 copy in English and 02 copies in VietNamese. In case of having different meaning between English and VietNamese, VietNamese copies will be used to explain and reference.



In my opinion, you need to get a lawyer to review this for you.

Hi Clive,
Thanks for your comment.
Regarding to the content, It's better to ask a lawyer but because I live in Vietnam and they just correct it for me in vietnamese.
Also it's best if I could get a lawyer to review the english for specific but poor me that I have not. so I do hope someone read and correct my grammar and advise me words using if possible.
With thanks.
Students: Are you brave enough to let our tutors analyse your pronunciation?
I appreciate that, but I know that I would not attempt to correct a legal document. What if one of my "corrections" actually changed the legal meaning somehow?