Translate into Vietnamese

1. In the event that you do not agree with the terms and conditions or if you feel unable to
comply with any of the terms and conditions, please arrange an amendment of the credit
through your contracting party (the applicant for the credit).
2. The Sellers total liability for all claims for damages made against him by the Buyer under
this Contract or otherwise shall not exceed 10% of the Contract price.
3. All income taxes, value added taxes, customs duties, excise charges, stamp duties or other
fees levied by any government, governmental agency or similar authority shall be borne
exclusively by the party against whom they are levied.
4. In the event that the government of the Buyers country levies income taxes or value added
taxes against the Seller, then the Buyer shall compensate and hold harmless the Seller against
such levies.

5. Payment shall be made by means of an irrevocable, confirmed letter of credit. The Buyer
shall open the letter of credit on or before 8 th March 20.. on the terms agreed by the parties
and annexed to this Contract as Appendix 1.
6. 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 favor and has ascertained that the terms
are in accordance with those agreed between the parties.
7. Payments in respect of disputed items may be withheld by Buyer until the settlement of the
dispute by mutual agreement. Payment made by Buyer shall not exclude the right of Buyer to
thereafter dispute any of the items invoiced.
8. All books of account and other financial documents shall be inspected periodically if so
requested by either Party. Full accounts may be audited upon the completion of the Work in
accordance with the Laws of Vietnam if so required by competent authorities or either Party.
9. Any dispute regarding the Joint Ventures financial matters shall be settled by the said
auditors who in settling the matter shall act as an expert and not as arbitrators, unless
otherwise agreed by Parties in writing.

10. If the Principal fails to settle the payment within the period as agreed upon, except for any
amount/invoice in disputes, then it shall be liable to pay to the Consultant an interest on the
amount overdue from the due date until the actual date of payment on the basis of the interest
rate applicable to the Vietnam dong published by the State Bank of Vietnam at the time of
payment.
11. All banking charges outside Vietnam are for the Sellers account and all banking charges
inside Vietnam are for the Buyers account. Charges for amendment, if any, are for account
of Party who requests it unless L/C is not opened in accordance with this Contract.
12. If Buyer fails to make any due payment, to establish a letter of credit or otherwise to perform
its obligations hereunder, Seller may demand that Buyer provide, within a reasonable time,
adequate assurance satisfactory to Seller of the due performance of this Contract and may
withhold shipment or delivery of the undelivered Goods until such assurance is given.
13. In the event that CLIENT disputes any items on a particular invoice CLIENT shall only be
entitled to withhold from payment the actual amount in dispute. If CLIENT disputes any
items on an invoice, CLIENT shall inform CONTRACTOR of the disputed item within thirty
(30) days of the receipt by CLIENT of that particular invoice.
14. As a condition precedent to making any payments to CONTRACTOR, CONTRACTOR
shall, if requested by CLIENT provide satisfactory evidence that the payment for all labour,
materials, equipment and other obligations arising out of the performance of this
CONTRACT have been fully specified and discharged.
15. All invoices claimed by CONTRACTOR shall be itemized as being directly associated with
the CONTRACT and shall be verified and signed by the authorized signatory designated in
ARTICLE 18.0 prior to submission to CLIENT for payment. Invoicing for WORKS performed
shall be kept current at all times