Commercial Law 2005

| Updated: 27/07/2022
Where issued:CongressEffective date:01/01/2006
Date issued:14/06/2005Status:Still validated
CONGRESSSOCIAL REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
No: 36/2005/QH11Hanoi, date 14 month 06 year 2005

THE LAW

COMMERCE

Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam, which was amended and supplemented according to Resolution No. 51/2001/QH10 of December 25, 12 of the Xth National Assembly, 2001th session;

This law regulates commercial activities.

Chapter I

GENERAL PROVISIONS

SECTION 1. GOVERNING SCOPE AND APPLICATION OBJECTS

Article 1. Scope

1. Commercial activities performed in the territory of the Socialist Republic of Vietnam.

2. Commercial activities performed outside the territory of the Socialist Republic of Vietnam in case the parties agree to choose to apply this Law or a foreign law or an international treaty to which the Socialist Republic of Vietnam is concerned. is a member subject to the provisions of this Law.

3. Non-profitable activities of a party in transactions with traders performed in the territory of the Socialist Republic of Vietnam in case the party performing such non-profitable activities chooses to apply use this Law.

Article 2. Subject of application

1. Traders conduct commercial activities according to the provisions of Article 1 of this Law.

2. Other organizations and individuals engaged in commercial activities.

3. Based on the principles of this Law, the Government shall specify the application of this Law to individuals conducting commercial activities independently and regularly without having to register for business.

Article 3. Interpretation of terms

In this Law, the terms below are construed as follows:

1. Commercial activities mean activities for profit-making purposes, including buying and selling goods, providing services, investing, promoting trade and other activities for profit-making purposes.

2. Goods include:

a) All types of movable property, including movable property formed in the future;

b) Things attached to the land.

3. Habit in commercial activities is a code of conduct with clear content that is formed and repeated many times over a long period of time between parties, implicitly acknowledged by the parties to determine rights and obligations. parties to a commercial contract.

4. Commercial practice is a widely recognized practice in commercial activities in a region, domain or field of commerce, with clear content recognized by the parties to determine the rights and obligations of the parties. within commercial activities.

5. Data message is information created, sent, received and stored by electronic means.

6. Representative offices of foreign traders in Vietnam are dependent units of foreign traders, established in accordance with Vietnamese law to study the market and carry out a number of promotion activities. commercial activities permitted by Vietnamese law.

7. A branch of a foreign trader in Vietnam is a dependent unit of the foreign trader, established and conducting commercial activities in Vietnam in accordance with the provisions of Vietnamese law or an international treaty to which the Republic of Socialist Vietnam is a member.

8. Goods purchase and sale is a commercial activity whereby the seller is obliged to deliver the goods, transfer the ownership of the goods to the buyer and receive payment; the buyer is obliged to pay the seller, receive the goods and take ownership of the goods as agreed.

9. Service provision is a commercial activity whereby one party (hereinafter referred to as service provider) is obliged to perform services for another party and receive payment; the service user (hereinafter referred to as the customer) is obliged to pay the service provider and use the service as agreed.

10. Trade promotion means activities to promote and seek opportunities to buy and sell goods and provide services, including promotional activities, commercial advertising, display and introduction of goods and services and meetings. markets and trade shows.

11. Commercial intermediary activities are activities of traders to perform commercial transactions for one or a number of identified traders, including activities of representing traders, commercial brokers, commissioners. commodity trading and commercial agency.

12. Breach of contract means a party's failure to perform, incomplete performance or improper performance of an obligation as agreed between the parties or in accordance with this Law.

13. Fundamental breach is a breach of contract by one party causing damage to the other party to the extent that the other party fails to achieve the purpose of entering into the contract.

14. Origin of a good is the country or territory where the whole of the good is manufactured or where the final basic processing of the good is carried out in the case of more than one country or territory participating in the process. production of that good.

15. Forms of equivalent value to documents include telegraph, telex, fax, data messages and other forms as prescribed by law.

Article 4. Apply Commercial Law and relevant law

1. Commercial activities must comply with the Commercial Law and relevant laws.

2. For specific commercial activities prescribed in another law, the provisions of that law shall apply.

3. Commercial activities not specified in the Commercial Law and in other laws, the provisions of the Civil Code shall apply.

Article 5. Applying international treaties, foreign laws and international trade practices

1. Where an international treaty to which the Socialist Republic of Vietnam is a contracting party contains provisions for the application of foreign laws, international trade practices or other provisions different from those of this Law, then the provisions of this Law shall apply. provisions of that international treaty.

2. Parties to a commercial transaction involving foreign elements may agree to apply foreign laws and international commercial practices if such foreign laws or international commercial practices are not contrary to fundamental principles. version of Vietnamese law.

Article 6. Businessman

1. Traders include lawfully established economic organizations and individuals conducting commercial activities independently and regularly and having business registration.

2. Traders have the right to conduct commercial activities in various lines of business, in geographical areas, in forms and in methods that are not prohibited by law.

3. The legitimate commercial activity rights of traders are protected by the State.

4. The State shall exercise a State monopoly on commercial activities for a definite term for a number of goods and services or in certain geographical areas to ensure national interests. The Government shall specify the list of goods, services and geographical areas that are exclusively State monopoly.

Article 7. Obligations for business registration of traders

Traders are obliged to register their business in accordance with law. If the business has not yet been registered, the trader must still be responsible for all its activities according to the provisions of this Law and other provisions of law.

Article 8. State management agency in charge of commercial activities

1. The Government performs the unified state management of commercial activities.

2. The Ministry of Trade is responsible before the Government for performing the state management of goods purchase and sale activities and specific commercial activities specified in this Law.

3. Ministries and ministerial-level agencies shall, within the ambit of their tasks and powers, perform the state management of commercial activities in their assigned domains.

4. The People's Committees at all levels shall perform the state management of commercial activities in their localities according to the Government's decentralization.

Article 9. Trade associations

1. A trade association is established to protect the legitimate rights and interests of traders, to encourage traders to participate in commercial development, to propagate and disseminate the provisions of the law on commerce.

2. Trade associations are organized and operate in accordance with the law on associations.

SECTION 2. BASIC PRINCIPLES IN TRADE ACTIVITIES

Article 10. Principle of equality before the law of traders in commercial activities

Traders of all economic sectors are equal before the law in commercial activities.

Article 11. Principle of freedom and voluntary agreement in commercial activities

1. The parties have the right to freely agree not to contravene the provisions of law, fine customs and social ethics in order to establish the rights and obligations of the parties in commercial activities. The State respects and protects those rights.

2. In commercial activities, the parties are completely voluntary, neither party is allowed to perform acts of imposition, coercion, threat or obstruction of any other party.

Article 12. Principles of application of custom in commercial activities are established between the parties

Unless otherwise agreed, the parties are deemed to automatically apply the practice in commercial activities established between the parties that the parties already know or should know but must not be contrary to the provisions of law. .

Article 13. Principles of application of custom in commercial activities

Unless otherwise provided for by law, without an agreement between the parties and without established habits, commercial practices shall apply but must not be contrary to the principles specified in this Law and in the Ministry of Finance. civil law.

Article 14. Principles of protecting the legitimate interests of consumers

1. Traders conducting commercial activities are obliged to fully and truthfully inform consumers about the goods and services they trade and must take responsibility for the accuracy of such information.

2. Traders conducting commercial activities must take responsibility for the quality and legality of the goods and services they trade.

Article 15. Principles of recognizing the legal value of data messages in commercial activities

In commercial activities, data messages that satisfy the conditions and technical standards prescribed by law are recognized as having the same legal value as documents.

SECTION 3. FOREIGN TRADERS COMMERCIAL ACTIVITIES IN VIETNAM

Article 16. Foreign traders conducting commercial activities in Vietnam

1. Foreign trader means a trader established and registered for business in accordance with foreign laws or recognized by foreign laws.

2. Foreign traders may set up representative offices and branches in Vietnam; established in Vietnam foreign-invested enterprises in the forms prescribed by Vietnamese law.

3. Representative offices and branches of foreign traders in Vietnam have the rights and obligations as prescribed by Vietnamese law. Foreign traders must be responsible before Vietnamese law for all activities of their representative offices and branches in Vietnam.

4. Foreign-invested enterprises established in Vietnam by foreign traders in accordance with the provisions of Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a signatory shall be considered as commercial enterprises. Vietnamese people.

Article 17. Rights of Representative Office

1. To operate in accordance with the purposes, scope and duration specified in the representative office establishment license.

2. Renting an office, renting and purchasing the necessary means and supplies for the operation of the representative office.

3. Recruit Vietnamese and foreign workers to work at representative offices in accordance with Vietnamese law.

4. Open an account in foreign currency, in Vietnamese dong with foreign currency origin at a bank that is licensed to operate in Vietnam and may only use this account for the operation of the Representative Office.

5. Having a seal bearing the name of the representative office in accordance with Vietnamese law.

6. Other rights as prescribed by law.

Article 18. Obligations of Representative Office

1. Not to conduct profit-making activities directly in Vietnam.

2. To conduct trade promotion activities only within the scope permitted by this Law.

3. Not to enter into a contract, amend or supplement a contract already signed by a foreign trader, unless the head of a representative office has a lawful power of attorney from the foreign trader or otherwise specified. in Clauses 2, 3 and 4, Article 17 of this Law.

4. Pay taxes, fees and charges and fulfill other financial obligations in accordance with the laws of Vietnam.

5. Report on the operation of the representative office in accordance with the law of Vietnam.

6. Other obligations as prescribed by law.

Article 19. Rights of the Affiliate

1. Renting the head office, renting and purchasing the necessary means and supplies for the branch's operations.

2. Recruiting Vietnamese and foreign workers to work at the Branch in accordance with Vietnamese law.

3. To enter into contracts in Vietnam in accordance with the operation contents specified in the branch establishment license and in accordance with this Law.

4. Open an account in Vietnam dong or in foreign currency at a bank licensed to operate in Vietnam.

5. Remittance of profits abroad in accordance with Vietnamese law.

6. Having a seal bearing the branch's name in accordance with Vietnamese law.

7. Carry out goods purchase and sale activities and other commercial activities in accordance with the establishment license in accordance with the provisions of Vietnamese law and international treaties to which the Socialist Republic of Vietnam is a contracting party. .

8. Other rights as prescribed by law.

Article 20. Obligations of the Branch

1. Comply with the accounting regime in accordance with Vietnamese law; In case it is necessary to apply other commonly used accounting regimes, it must be approved by the Ministry of Finance of the Socialist Republic of Vietnam.

2. Report on the branch's operation in accordance with Vietnamese law.

3. Other obligations as prescribed by law.

Article 21. Rights and obligations of foreign-invested enterprises

Rights and obligations of foreign-invested enterprises are determined in accordance with the provisions of Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a signatory.

Article 22. Authority to permit foreign traders to conduct commercial activities in Vietnam

1. The Government shall uniformly manage the permitting of foreign traders to conduct commercial activities in Vietnam.

2. The Ministry of Planning and Investment is responsible to the Government for managing the granting of permits to foreign traders to invest in Vietnam in accordance with Vietnamese law.

3. The Ministry of Trade is answerable to the Government for management of the issuance of permits for the establishment of representative offices of foreign traders in Vietnam; establishment of branches, joint ventures or enterprises with 100% foreign capital in Vietnam in case that trader specializes in goods trading and activities directly related to the purchase and sale of goods in accordance with the law. Vietnamese law and in accordance with international treaties to which the Socialist Republic of Vietnam is a signatory.

4. Where specialized laws specifically provide for the competence of ministries or ministerial-level agencies responsible before the Government for management of the granting of permits to foreign traders to conduct commercial activities in Vietnam, the following procedures shall apply. according to the provisions of that specialized law.

Article 23. Termination of foreign traders' operations in Vietnam

1. Foreign traders shall terminate their operations in Vietnam in the following cases:

a) The operation duration stated in the license expires;

b) At the request of the trader and accepted by the competent state management agency;

c) According to the decision of the competent state management agency due to violation of the law and regulations of the license;

d) Because the trader is declared bankrupt;

dd) When a foreign trader terminates its operation in accordance with foreign laws in the form of a representative office or branch and enters into a business cooperation contract with a Vietnamese party;

e) Other cases as prescribed by law.

2. Before terminating operations in Vietnam, foreign traders are obliged to pay debts and other obligations to the State, relevant organizations and individuals in Vietnam.

Chapter II

SALES OF GOODS

SECTION 1. GENERAL PROVISIONS ON GOODS PURCHASING ACTIVITIES

Article 24. Form of contract for the sale of goods

1. Goods sale and purchase contracts are expressed orally, in writing or established by specific acts.

2. For all types of goods sale and purchase contracts that must be made in writing by law, such provisions must be complied with.

Article 25. Goods banned from business, goods restricted from business, goods subject to conditional trading

1. Based on socio-economic conditions of each period and international treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall specify the list of goods banned from business, goods business restrictions, goods trading conditions and conditions to be allowed to trade in such goods.

2. For goods subject to restrictions on business and goods subject to conditional trading, the purchase and sale shall only be effected when the goods and the goods purchase and sale parties fully satisfy the conditions as prescribed by law.

Article 26. Applying urgent measures to goods circulating in the country

1. Goods that are being legally circulated in the country are subject to one or more measures which are forced to be withdrawn, banned from circulation, suspended from circulation, or subject to conditional circulation or a permit is required for one of the following cases. the following case:

a) Such goods are the source or means of transmission of diseases;

b) When a state of emergency occurs.

2. Specific conditions, order, procedures and authority to announce the application of emergency measures to goods circulating in the country shall comply with the provisions of law.

Article 27. Buy and sell goods internationally

1. International goods purchase and sale shall be carried out in the forms of export, import, temporary import, re-export, temporary export, re-import and border-gate transfer.

2. International sale and purchase of goods must be done on the basis of a written contract or another form of equivalent legal validity.

Article 28. Export and import of goods

1. Export of goods means that goods are taken out of Vietnam's territory or into a special area located in the Vietnamese territory which is considered a separate customs area according to the provisions of law.

2. Import of goods means that goods are brought into the Vietnamese territory from abroad or from a special area located in the Vietnamese territory which is considered a separate customs area according to the provisions of law.

3. Based on socio-economic conditions of each period and international treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall specify the list of goods banned from export and import. import, the list of goods exported or imported under permits from competent state agencies and procedures for granting permits.

Article 29. Temporary import, re-export, temporary export and re-import of goods

1. Temporary import for re-export of goods means that goods brought from abroad or from special areas located in the territory of Vietnam are considered as separate customs areas according to the provisions of law into Vietnam. carry out import procedures into Vietnam and carry out procedures for exporting the same goods out of Vietnam.

2. Temporary export for re-import of goods means that goods are brought abroad or brought into special areas located in the territory of Vietnam which are considered separate customs areas according to the provisions of law. export procedures out of Vietnam and carry out procedures for re-importing the same goods into Vietnam.

3. The Government shall detail the activities of temporary import for re-export, temporary export and re-import of goods.

Article 30. Transshipment of goods

1. Border-border transfer of goods means the purchase of goods from a country or territory for sale to a country or territory outside the territory of Vietnam without carrying out procedures for import into Vietnam and without carrying out procedures for export out of Vietnam. Vietnam.

2. The border-gate transfer of goods shall be carried out in the following forms:

a) Goods are transported directly from the exporting country to the importing country without going through Vietnam's border gates;

b) Goods transported from the exporting country to the importing country have passed through Vietnam's border gate but have not gone through the import procedures into Vietnam and have not gone through the procedures for export out of Vietnam;

c) Goods are transported from the exporting country to the importing country through Vietnam's border gate and put into bonded warehouses, goods transshipment areas at Vietnamese ports, without carrying out import procedures into Vietnam and do not carry out export procedures out of Vietnam.

3. The Government shall detail the activities of border-gate transfer of goods.

Article 31. Applying urgent measures to international trade in goods

In case of necessity, in order to protect national security and other national interests in accordance with Vietnamese law and international treaties to which the Socialist Republic of Vietnam is a signatory, the Prime Minister shall decide to to apply urgent measures to international trade in goods.

Article 32. Labels of goods circulated in the country and exported and imported goods

1. Goods labels are writings, prints, drawings, photocopies of words, drawings, images affixed, printed, attached, cast, carved or engraved directly on goods or their commercial packages. or on other materials affixed to the goods, the commercial packaging of the goods.

2. Goods circulating in the country, exported and imported goods must have goods labels, except for some cases as prescribed by law.

3. Contents to be inscribed on goods labels and labeling of goods shall comply with the Government's regulations.

Article 33. Certificate of Origin and Rules of Origin

1. Imported and exported goods must have a certificate of origin in the following cases:

a) Goods enjoy tax incentives or other incentives;

b) According to the provisions of Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a signatory.

2. The Government shall detail the rules of origin of exported and imported goods.

SECTION 2. RIGHTS AND OBLIGATIONS OF THE PARTIES IN THE GOODS PURCHASE CONTRACT

Article 34. Delivery and documents related to the goods

1. The seller must deliver the goods and documents as agreed in the contract on quantity, quality, way of packing, preserving and other provisions in the contract.

2. In the absence of a specific agreement, the seller is obliged to deliver the goods and related documents in accordance with this Law.

Article 35. Place of delivery

1. The seller is obliged to deliver the goods at the agreed place.

2. If there is no agreement on the place of delivery, the place of delivery shall be determined as follows:

a) Where the goods are objects attached to the land, the seller must deliver the goods at the place where such goods are located;

b) Where the contract contains provisions on transportation of goods, the seller is obliged to deliver the goods to the first carrier;

c) If there is no provision in the contract for the transportation of goods, if at the time of entering into the contract, the parties know the location of the warehouse, the place of loading or the place of production or manufacture of goods, the seller must deliver the goods at that place;

d) In other cases, the seller must deliver the goods at the seller's business location, if there is no business location, the goods must be delivered at the seller's place of residence determined at the time of entering into the contract. purchase.

Article 36. Responsibility for delivery is related to the carrier

1. Where the goods are delivered to the carrier but are not clearly identified by symbols on the goods, transport documents or by other means, the seller must notify the buyer of the delivery of the goods to the carrier. transported and must clearly identify the name and manner of identifying the goods being transported.

2. Where the seller is obliged to arrange for the carriage of the goods, the seller must enter into the necessary contracts for the carriage to be effected to the destination by means of transport appropriate to the particular circumstances and under the usual conditions for that mode of carriage.

3. Where the seller is not obliged to buy insurance for the goods during the transportation, if the buyer so requests, the seller must provide the buyer with necessary information related to the goods and the transportation. goods to facilitate the purchase of insurance for such goods.

Article 37. Delivery term

1. The seller must deliver the goods at the time of delivery as agreed in the contract.

2. Where there is only agreement on the delivery term without specifying a specific delivery time, the seller has the right to deliver the goods at any time within that time limit and must notify the buyer in advance.

3. If there is no agreement on the time limit for delivery, the seller must deliver the goods within a reasonable time after the conclusion of the contract.

Article 38. Delivery before the agreed deadline

In case the seller delivers the goods before the agreed time limit, the buyer has the right to receive or refuse to receive the goods unless otherwise agreed by the parties.

Article 39. Goods do not conform to the contract

1. Where the contract does not contain specific provisions, the goods shall be considered unconformable to the contract when such goods fall into one of the following cases:

a) Not suitable for normal use purposes of goods of the same type;

b) Not suitable for any particular purpose that the buyer has informed the seller or the seller must have known at the time of concluding the contract;

c) Failing to ensure the quality of the goods samples that the seller has delivered to the buyer;

d) Not being preserved, packed in the usual way for that type of goods or not in a way suitable to preserve the goods in the absence of normal preservation methods.

2. The buyer has the right to refuse to receive the goods if the goods do not conform to the contract as prescribed in Clause 1 of this Article.

Article 40. Liability for goods not in accordance with the contract

Unless otherwise agreed by the parties, liability for goods not conforming to the contract is specified as follows:

1. The seller is not responsible for any defects in the goods if at the time of entering into the contract the buyer knew or should have known about such defects;

2. Except for the case specified in Clause 1 of this Article, within the time limit for making a complaint under this Law, the seller must be responsible for any defects in the goods that were present before the time when the risk was transferred to the other party. purchase, even if the defect is discovered after the transfer of risk;

3. The seller must be responsible for defects in the goods arising after the time of transfer of risk if such defect is caused by the seller's breach of the contract.

Article 41. Overcome in case of missing goods, delivery not in accordance with the contract

1. Unless otherwise agreed, if the contract only stipulates the delivery term and does not specify the specific delivery time, the seller delivers the goods before the expiry of the delivery period and delivers the goods in short or no In accordance with the contract, the seller may still deliver the missing part or replace the goods to conform to the contract or remedy the nonconformity of the goods within the remaining time limit.

2. When the seller implements the remedy specified in Clause 1 of this Article, which causes disadvantages or incurs unreasonable costs for the buyer, the buyer has the right to request the seller to remedy the disadvantage or bear the costs. there.

Article 42. Delivery of documents related to goods

1. Where there is an agreement on the delivery of documents, the seller is obliged to deliver the documents related to the goods to the buyer within the time limit, at the place and by the agreed method.

2. In case there is no agreement on the time limit and place for delivering goods-related documents to the buyer, the seller must deliver the goods-related documents to the buyer within a reasonable time and at a reasonable place to Buyer can receive the goods.

3. In case the seller has delivered documents related to the goods before the agreed time limit, the seller can still remedy the shortcomings of these documents within the remaining time limit.

4. When the seller performs the remedy for the shortcomings specified in Clause 3 of this Article, which causes disadvantages or causes unreasonable expenses to the buyer, the buyer has the right to request the seller to remedy the disadvantage or bear that cost.

Article 43. New Year's Eve

1. In case the seller delivers overtime goods, the buyer has the right to refuse or accept such excess goods.

2. In case the buyer accepts the surplus goods, he/she must pay at the price agreed upon in the contract, unless otherwise agreed by the parties.

Article 44. Check the goods before delivery

1. Where the parties agree to have the purchaser or the buyer's representative inspect the goods before delivery, the seller must ensure that the buyer or the buyer's representative has conditions to conduct the inspection. check.

2. Unless otherwise agreed, the buyer or the buyer's representative in the case specified in Clause 1 of this Article must inspect the goods within the shortest time that the actual circumstances allow; where the contract stipulates the carriage of goods, the inspection of the goods may be deferred until the goods have been delivered to the place of destination.

3. Where the buyer or the buyer's representative fails to inspect the goods before delivery as agreed, the seller has the right to deliver the goods under the contract.

4. The seller is not responsible for defects in the goods which the buyer or the buyer's representative knew or should have known but failed to notify the seller within a reasonable time after inspecting the goods.

5. The seller shall be liable for defects in the goods which have been inspected by the buyer or his representative if the defects in the goods cannot be detected during normal inspection and the seller knew or ought to have known about such defects but did not notify the buyer.

Article 45. Obligation to secure ownership of goods

The seller must ensure:

1. The buyer's title to the sold goods is not disputed by a third party;

2. Such goods must be legal;

3. The delivery of the goods is legal.

Article 46. Obligation to guarantee intellectual property rights to goods

1. The seller may not sell goods infringing intellectual property rights. The seller is responsible in the event of a dispute regarding the intellectual property rights of the goods sold.

2. Where the buyer requires the seller to comply with the technical drawings, designs, formulas or detailed data provided by the buyer, the buyer must be responsible for complaints related to the violations. infringement of intellectual property rights arising from the seller's compliance with the buyer's requirements.

Article 47. Request notification

1. The seller loses the right to invoke the provisions of Clause 2, Article 46 of this Law if the seller fails to immediately notify the buyer of a third party's claim against the delivered goods after the seller knew or ought to have known. of such claim, except where the purchaser knew or ought to have known about the third party claim.

2. The buyer loses the right to invoke the provisions of Article 45 and Clause 1, Article 46 of this Law if the buyer fails to immediately notify the seller of a third party's claim against the delivered goods after the buyer has known or should know about the claim, except where the seller knew or ought to have known about the third party claim.

Article 48. Obligations of the seller in case the goods are the subject of a measure to secure the performance of a civil obligation

Where the sold goods are the subject of a security measure for the performance of a civil obligation, the seller must notify the purchaser of the security measure and obtain the consent of the secured party on the sale of the goods. there.

Article 49. Goods warranty obligation

1. In the case of goods purchased and sold with a warranty, the seller must be responsible for providing such warranty according to the agreed contents and duration.

2. The seller must perform the warranty obligation in the shortest time that the actual circumstances allow.

3. The seller must bear the costs of the warranty, unless otherwise agreed.

Article 50. checkout

1. The buyer is obliged to pay for the purchase and receive the goods as agreed.

2. The buyer must comply with the payment methods, make the payment according to the agreed order and procedures and in accordance with the law.

3. The buyer still has to pay the purchase price in case the goods are lost or damaged after the time the risk is transferred from the seller to the buyer, except for the case where the loss or damage is caused by the seller's fault. .

Article 51. Stopping payment for purchases

Unless otherwise agreed, the stoppage of payment for purchases is regulated as follows:

1. If the buyer has evidence of the seller's deception, he/she has the right to suspend the payment;

2. The buyer has proof that the goods are the subject of a dispute, he has the right to suspend payment until the dispute has been resolved;

3. If the buyer has evidence that the seller has delivered goods in non-conformance with the contract, he/she has the right to suspend payment until the seller has rectified the non-conformity;

4. In case the payment is temporarily suspended as prescribed in Clauses 2 and 3 of this Article but the evidence provided by the buyer is not authentic, causing damage to the seller, the buyer must compensate for such damage and bear the following sanctions. other assets as prescribed by this Law.

Article 52. Valuation

In case there is no agreement on the price of goods, no agreement on the method of determining the price and no other instructions on the price, the price of the goods shall be determined according to the price of that type of goods in the specified prices. similar terms of delivery method, time of sale, geographical market, payment method and other conditions affecting the price.

Article 53. Determine price by weight

Unless otherwise agreed, if the price is determined according to the weight of the goods, such weight is the net weight.

Article 54. Payment Location

If there is no agreement on a specific payment location, the buyer must pay the seller at one of the following locations:

1. The place of business of the seller is determined at the time of concluding the contract. If there is no business place, it is at the place of residence of the seller;

2. Place of delivery or delivery of documents, if payment is made concurrently with delivery or delivery of documents.

Article 55. Payment term

Unless otherwise agreed, the payment term is specified as follows:

1. The buyer must pay the seller at the time the seller delivers the goods or delivers the documents relating to the goods;

2. The buyer is not obliged to pay until the goods can be inspected, in the case of an agreement under Article 44 of this Law.

Article 56. Receive

The buyer is obligated to receive the goods as agreed and to do all reasonable work to help the seller deliver the goods.

Article 57. Transfer of risk in the event of a definite place of delivery

Unless otherwise agreed, if the seller is obliged to deliver the goods to the buyer at a certain place, the risk of loss of or damage to the goods passes to the buyer when the goods have been delivered to the buyer. or the person authorized by the buyer has received the goods at that place, even if the seller is authorized to retain documents establishing title to the goods.

Article 58. Transfer of risk in the absence of a definite place of delivery

Unless otherwise agreed, if the contract stipulates the carriage of goods and the seller is not obliged to deliver the goods at a certain place, the risk of loss of or damage to the goods passes to the seller. purchased when the goods have been delivered to the first carrier.

Article 59. Transfer of risk in case of delivery to the consignee for delivery who is not the carrier

Unless otherwise agreed, if the goods are being held by the consignee for delivery but not the carrier, the risk of loss of or damage to the goods is transferred to the buyer in one of the following cases: this:

1. When the buyer receives documents of ownership of goods;

2. When the consignee for delivery confirms the buyer's right of possession of the goods.

Article 60. Transfer of risk in case of purchase and sale of goods in transit

Unless otherwise agreed, if the subject matter of the contract is goods in transit, the risk of loss of or damage to the goods is transferred to the buyer from the time of conclusion of the contract.

Article 61. Transfer of risk in other cases

Unless otherwise agreed, the transfer of risk in other cases is regulated as follows:

1. In cases not specified in Articles 57, 58, 59 and 60 of this Law, the risk of loss of or damage to the goods is transferred to the purchaser from the time the goods are at the disposal of the buyer. the buyer and the buyer breach the contract by not receiving the goods;

2. The risk of loss or damage to the goods is not transferred to the buyer, if the goods are not clearly identified by symbols, transport documents, not notified to the buyer or unidentified. by any other means.

Article 62. Time to transfer ownership of goods

Unless otherwise provided by law or otherwise agreed by the parties, ownership is transferred from the seller to the buyer from the time the goods are transferred.

SECTION 3. BUYING SELL OF GOODS THROUGH THE GOODS EXCHANGE

Article 63. Buy and sell goods through the Commodity Exchange

1. The purchase and sale of goods through the Goods Exchange is a commercial activity whereby the parties agree to purchase and sell a certain amount of a certain type of goods through the Goods Exchange according to the following standards: of the Commodity Exchange at the price agreed at the time of entering into the contract and the delivery date determined at a future date.

2. The Government shall detail the purchase and sale of goods through the Goods Exchange.

Article 64. Contracts for the sale of goods through the Commodity Exchange

1. Contracts for buying and selling goods through the Commodity Exchange include forward contracts and options contracts.

2. A forward contract is an agreement whereby the seller commits to deliver and the buyer commits to receive the goods at a future time according to the contract.

3. A contract for a call or put option is an agreement whereby the right buyer has the right to buy or sell a specified commodity at a predetermined price (referred to as the contract price) and must pay a certain amount. certain money to buy this right (called right money). The buyer of the right has the option to make or not to make the purchase or sale of such goods.

Article 65. Rights and obligations of the parties in a forward contract

1. Where the seller delivers the goods under the contract, the buyer is obliged to receive the goods and make payment.

2. Where the parties agree that the buyer can pay in cash and does not receive the goods, the buyer must pay the seller an amount equal to the difference between the price agreed in the contract and the market price. announced by the Commodity Exchange at the time the contract is performed.

3. Where the parties agree that the seller can pay in cash and does not deliver the goods, the seller must pay the buyer an amount equal to the difference between the market price set by the Public Goods Exchange announced at the time the contract is performed and the price agreed in the contract.

Article 66. Rights and obligations of the parties in an option contract

1. The buyer of a call or put option must pay to buy the option to become the holder of a call or put option. The amount to be paid for the option purchase shall be agreed upon by the parties.

2. The party holding the call option has the right to buy but is not obliged to buy the goods entered into in the contract. In case the call option holder decides to perform the contract, the seller is obliged to sell the goods to the call option holder. In case the seller has no goods to deliver, he/she must pay the call option holder an amount equal to the difference between the price agreed in the contract and the market price announced by the Goods Exchange at the time of contract. copper is made.

3. The put option holder has the right to sell but is not obliged to sell the goods entered into in the contract. In case the put option holder decides to execute the contract, the buyer is obliged to buy goods from the put option holder. In case the buyer fails to purchase goods, he/she must pay the put option holder an amount equal to the difference between the market price announced by the Commodity Exchange at the time the contract is executed and the price agreed upon in the contract. copper.

4. If the party holding the call option or the put option decides not to perform the contract within the effective contract period, the contract will automatically expire.

Article 67. Commodity Exchange

1. The Goods Exchange has the following functions:

a) Provide the necessary material and technical conditions for the purchase and sale of goods;

b) Managing trading activities;

c) List specific prices formed on the trading market from time to time.

2. The Government shall detail the conditions for the establishment of the Goods Exchange, the powers and responsibilities of the Goods Exchange and the approval of the operation charter of the Goods Exchange.

Article 68. Commodities traded at the Commodity Exchange

The list of goods traded at the Goods Exchange shall be prescribed by the Minister of Trade.

Article 69. Brokerage traders buy and sell goods through the Commodity Exchange

1. Brokerage traders buying and selling goods through the Goods Exchange are only permitted to operate at the Goods Exchange when all the conditions prescribed by law are fully satisfied. The Government shall detail the operation conditions of goods broker traders through the Commodity Exchange.

2. A trader that brokers the purchase and sale of goods through the Goods Exchange is only allowed to conduct brokerage activities for the purchase and sale of goods through the Goods Exchange and is not permitted to be a party to the goods purchase and sale contract. through the Commodity Exchange.

3. Broker traders buying and selling goods through the Goods Exchange are obliged to pay a deposit at the Goods Exchange to secure the performance of obligations arising in the course of brokerage activities. . The level of deposit shall be regulated by the Commodity Exchange.

Article 70. Prohibited acts for traders who broker goods through the Commodity Exchange

1. To entice customers to sign contracts by promising to compensate all or part of the damage incurred or to ensure profits for customers.

2. Offer or broker without a contract with the customer.

3. Using artificial prices or other fraudulent methods when brokering for clients.

4. Refusing or unreasonably delaying contract brokerage according to the contents agreed with the client.

5. Other prohibited acts specified in Clause 2, Article 71 of this Law.

Article 71. Prohibited acts in the purchase and sale of goods through the Commodity Exchange

1. Employees of the Goods Exchange are not allowed to broker, buy and sell goods through the Goods Exchange.

2. Parties involved in the purchase and sale of goods through the Goods Exchange may not perform the following acts:

a) Fraud or deceit about the volume of goods in the futures contracts or options contracts that are traded or may be traded and cheated or deceived about the actual prices of the commodities in the contracts; forward or options contract;

b) Giving false information about transactions, markets or prices of goods bought and sold through the Commodity Exchange;

c) Using illegal measures to disrupt the commodity market at the Goods Exchange;

d) Other prohibited acts as prescribed by law.

Article 72. Take management measures in case of emergency

1. An emergency is a case in which a disorder in the goods market occurs, causing transactions through the Commodity Exchange to not accurately reflect the supply-demand relationship.

2. In case of emergency, the Minister of Trade has the power to take the following measures:

a) Suspend trading through the Commodity Exchange;

b) Restrict transactions to a certain price bracket or quantity of goods;

c) Change the transaction schedule;

d) Change the operation charter of the Goods Exchange;

d) Other necessary measures as prescribed by the Government.

Article 73. The right to purchase and sell goods through the Commodity Exchange in foreign countries

Vietnamese traders are entitled to conduct activities of buying and selling goods through the Goods Exchange in foreign countries according to the Government's regulations.

Chapter III

SUPPLY OF SERVICES

SECTION 1. GENERAL PROVISIONS ON SERVICE PROVIDED ACTIVITIES

Article 74. Service contract form

1. Service contracts are expressed orally, in writing or established by specific acts.

2. For service contracts which are required by law to be made in writing, such provisions must be complied with.

Article 75. Trader's right to provide and use services

1. Unless otherwise provided by law or an international treaty to which the Socialist Republic of Vietnam is a contracting party, traders have the following rights to provide services:

a) Providing services for residents in Vietnam to use in the Vietnamese territory;

b) Providing services for non-residents in Vietnam to use in the Vietnamese territory;

c) Providing services for residents in Vietnam to use in foreign territories;

d) Providing services for non-residents in Vietnam to use in foreign territories.

2. Unless otherwise provided for by law or an international treaty to which the Socialist Republic of Vietnam is a signatory, traders have the following rights to use the services:

a) Using services provided by residents in Vietnam in the territory of Vietnam;

b) Using services provided by non-residents in Vietnam in the Vietnamese territory;

c) Using services provided by residents in Vietnam in foreign territories;

d) Using services provided by non-residents in Vietnam in foreign territories.

3. The Government shall specify residents and non-residents in order to implement tax policies and manage export and import of various services.

Article 76. Prohibited business services, business restricted services and conditional business services

1. Based on socio-economic conditions of each period and international treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall specify the list of services banned from business and services. business restrictions, business services with conditions and conditions to be able to trade in such services.

2. For services with restricted business or conditional business services, the provision of services can only be performed when the service and the parties involved in the provision of services fully satisfy the conditions under the provisions of this Law. provisions of law.

Article 77. Apply emergency measures to the provision or use of services

In case of necessity, in order to protect national security and other national interests in accordance with Vietnamese law and international treaties to which the Socialist Republic of Vietnam is a signatory, the Prime Minister shall decide to to impose emergency measures on the supply or use of a service, including a temporary ban on the supply or use of one or more types of service or other emergency measures for a particular service. or a specific number of markets for a certain period of time.

SECTION 2. RIGHTS AND OBLIGATIONS OF THE PARTIES IN THE SERVICE CONTRACT

Article 78. Obligations of the service provider

Unless otherwise agreed, the service provider has the following obligations:

1. To provide services and perform related works fully, in accordance with agreements and provisions of this Law;

2. Preserve and return to the customer the documents and means assigned to perform the service after completing the work;

3. Immediately notify the customer in case information and documents are incomplete or the means are not guaranteed to complete the service provision;

4. Keep confidential information they know in the course of service provision, if so agreed or prescribed by law.

Article 79. Obligations of service providers according to work results

Unless otherwise agreed, if the nature of the type of service to be provided requires the service provider to achieve a certain result, the service provider must perform the provision of the service with the desired result. consistent with the terms and purposes of the contract. Where the contract does not specify a standard of results to be achieved, the service provider shall deliver the service with results consistent with the usual standards for that type of service.

Article 80. Obligations of the service provider according to the best effort and ability

Unless otherwise agreed, if the nature of the type of service provided requires the service provider to make the best efforts to achieve the desired result, the service provider must perform the obligation to provide the service. that service with the utmost effort and ability.

Article 81. Cooperation between service providers

If, by agreement or based on specific circumstances, a service is performed jointly by many service providers or in collaboration with another service provider, each service provider has the following obligations:

1. To exchange and inform each other about their work progress and requirements related to the provision of services, and to provide services at the same time and in an appropriate manner so as not to interfere to the service provider's activities;

2. Conduct any necessary cooperation with other service providers.

Article 82. Service completion deadline

1. The service provider must complete the service on time as agreed in the contract.

2. Where there is no agreement on the time limit for service completion, the service provider must complete the service within a reasonable time on the basis of taking into account all conditions and circumstances to which the service supplier is concerned. known at the time of the conclusion of the contract, including any specific customer needs related to the time to complete the service.

3. Where a service can only be completed when the customer or another service provider meets certain conditions, that service provider is not obliged to complete its service until those conditions are met.

Article 83. Customer requests related to changes in service provision

1. In the course of service provision, the service provider must comply with the reasonable requests of the customer regarding changes in the service provision process.

2. Unless otherwise agreed, customers must bear reasonable costs for the implementation of their change requests.

Article 84. Continue to provide services after the expiration of the time limit for completing service provision

After the expiration of the time limit for completing the provision of services, but the service is still not completed, if the customer does not object, the service provider must continue to provide the agreed content and must compensate for the damage. if any.

Article 85. Obligations of the customer

Unless otherwise agreed, customers have the following obligations:

1. Payment for service provision as agreed in the contract;

2. Provide timely plans, instructions and other details so that the provision of services is carried out without delay or interruption;

3. Cooperate in all other matters necessary for the proper provision of the service by the supplier;

4. In case a service is performed by many service providers together or in collaboration with other service providers, the customer is obliged to coordinate the activities of the service providers so as not to obstruct the the work of any service provider.

Article 86. Service prices

In case there is no agreement on the service price, no agreement on the method of determining the service price and no other instructions on the service price, the service price is determined according to the price of the type of service. under similar conditions in terms of method of supply, timing of supply, geographic market, payment method and other conditions affecting the price of the service.

Article 87. Payment term

In case there is no agreement and there is no custom between the parties on payment, the payment term is the time when the service provision is completed.

Chapter IV

PROMOTION

SECTION 1. PROMOTIONS

Article 88. Promotions

1. Promotion means a trade promotion activity of a trader in order to promote the purchase and sale of goods and provision of services by giving customers certain benefits.

2. Traders conducting sales promotion are traders in one of the following cases:

a) Traders directly promote goods and services that they trade;

b) Traders engaged in the business of providing promotional services shall conduct sales promotions for goods and services of other traders as agreed with such traders.

Article 89. Business promotion services

Business promotion service is a commercial activity whereby a trader conducts promotion for goods and services of another trader on the basis of a contract.

Article 90. Promotional service contract

Promotional service contracts must be made in writing or in another form with equivalent legal validity.

Article 91. Trader's promotional rights

1. Vietnamese traders, branches of Vietnamese traders, and branches of foreign traders in Vietnam have the right to organize sales promotion by themselves or hire traders providing promotional services to conduct sales promotion for themselves.

2. Representative offices of traders may not conduct sales promotions or hire other traders to conduct sales promotions in Vietnam for the traders they represent.

Article 92. Types of promotions

1. Giving samples of goods and providing sample services for customers to try free of charge.

2. Giving goods to customers, providing services without collecting money.

3. Selling goods or providing services at a price lower than the previous selling price or service provision price, applied during the registered or announced promotional period. In case goods and services are subject to the State's price management, the promotion in this form shall comply with the Government's regulations.

4. Selling goods or providing services with purchase vouchers or service use vouchers so that customers can enjoy one or a number of certain benefits.

5. Selling goods, providing services with contest tickets for customers to choose the award winners according to the announced rules and prizes.

6. Selling goods and providing services together with participation in programs of chance where participation in the program is associated with the purchase of goods and services and the winning is based on the participants' luck according to the rules and announced prizes.

7. Organize a regular customer program, whereby the reward for customers based on the quantity or value of goods and services purchased by the customer is expressed in the form of a customer card, a voucher. accept the purchase of goods, services or other means.

8. Organizing for customers to participate in cultural, artistic, entertainment programs and other events for promotional purposes.

9. Other forms of promotion if approved by the state management agency in charge of commerce.

Article 93. Promotional goods and services

1. Promotional goods and services are goods and services that are used by traders in promotional forms to promote the sale and supply of such goods or services.

2. Promotional goods and services must be lawfully traded goods and services.

Article 94. Goods and services used for promotion, promotional discounts

1. Goods and services used for promotion are goods and services used by traders for gifting, rewarding or providing free of charge to customers.

2. Goods and services used by traders for promotion may be goods or services that such traders are trading or other goods and services.

3. Goods and services used for promotion must be goods and services that are lawfully traded.

4. The Government shall specify the maximum limit on the value of goods and services used for promotion, and the maximum discount for the promoted goods and services that traders may conduct in their activities. promotion.

Article 95. Trader's right to conduct promotions

1. Select the form, time and place of promotion, goods and services used for promotion.

2. Specifying specific benefits to be enjoyed by customers in accordance with Clause 4, Article 94 of this Law.

3. Hire traders providing sales promotion services to conduct sales promotion for themselves.

4. Organize the implementation of sales promotion forms specified in Article 92 of this Law.

Article 96. Obligations of traders performing promotions

1. To fully comply with the order and procedures prescribed by law for the implementation of promotional forms.

2. To publicly announce information about promotional activities to customers according to the provisions of Article 97 of this Law.

3. To strictly implement the announced promotional programs and commitments with customers.

4. For some forms of promotion specified in Clause 6, Article 92 of this Law, traders must deduct 50% of the announced prize value into the state budget in case there is no winner.

The Minister of Trade stipulates that specific forms of promotion under programs of chance must comply with this regulation.

5. Comply with the agreements in the promotion service contract if the trader conducting sales promotion is a trader providing promotional services.

Article 97. Information must be made public

1. For all forms of sales promotion specified in Article 92 of this Law, sales promotion traders must publicly announce the following information:

a) The name of the promotional activity;

b) Selling prices of goods, prices of providing promotional services and related expenses for delivering promotional goods and services to customers;

c) Name, address and phone number of the trader conducting sales promotion;

d) Promotion period, start date, end date and area of ​​promotional activities;

dd) Where the benefits of participating in a promotion are associated with specific conditions, the notice must clearly state that such promotional activity is accompanied by conditions and specific content of the conditions.

2. In addition to the information specified in Clause 1 of this Article, the trader must also publicly announce the following information related to promotional activities:

a) The selling price of goods or service provision offered to customers in the form of promotion specified in Clause 2, Article 92 of this Law;

b) The absolute or percentage value is lower than the normal selling price of goods or service provision before the promotion period, for the form of sales promotion specified in Clause 3, Article 92 of this Law;

c) Money value or specific benefits that customers enjoy from purchase vouchers, service use vouchers; locations of sales and service provision and types of goods and services that customers can receive from purchase vouchers or service use vouchers for the form of promotion specified in Clause 4, Article 92 of this Law. ;

d) Type of award and value of each type of prize; the rules for participating in sales promotion programs, and methods of selecting winners for the forms of promotion specified in Clauses 5 and 6, Article 92 of this Law;

dd) Expenses to be borne by the customer for the forms of promotion specified in Clause 7, Clause 8, Article 92 of this Law.

Article 98. Notification method

1. The notification of promotion of goods according to the provisions of Article 97 of this Law shall be effected by one of the following methods:

a) At the place of sale of goods and the place where the goods are displayed for sale;

b) On the goods or their packages;

c) In any other way but must be attached to the goods when the goods are sold.

2. Service promotion announcements as prescribed in Article 97 of this Law must be made in one of the following ways:

a) At the service provision location;

b) Other means but must be provided with the service when the service is provided.

Article 99. Ensuring the confidentiality of information about the program and promotional content

In case a promotion program must be approved by a competent state agency, that agency must keep the promotion program and contents confidential provided by the trader until the program is approved by the state agency. approval authority.

Article 100. Prohibited acts in promotional activities

1. Promotion for goods and services banned from business; goods and services for which business is restricted; goods not yet allowed to circulate, services not yet permitted to be provided.

2. Using goods or services used for promotion that are goods or services banned from business; goods and services for which business is restricted; goods have not been allowed to circulate, services have not been allowed to be provided.

3. Promotion or use of alcohol or beer for promotion for people under 18 years old.

4. Promotion or use of tobacco, alcohol with an alcohol content of 30 degrees or more for promotion in any form.

5. Promotions that are dishonest or misleading about goods and services to deceive customers.

6. Promotion to consume goods of poor quality, which is harmful to the environment, human health and other public interests.

7. Sales promotion at schools, hospitals, headquarters of state agencies, political organizations, socio-political organizations, people's armed forces units.

8. Promised gifts or rewards but failed to perform or performed improperly.

9. Promotions aimed at unfair competition.

10. To conduct sales promotion where the value of goods or services used for promotion exceeds the maximum limit, or to reduce the price of goods or services being promoted beyond the maximum as prescribed in Clause 4, Article 94 of this Law. .

Article 101. Register promotional activities, notify promotional results with the state management agency in charge of commerce

1. Before conducting promotional activities, traders must register and after the end of promotional activities, traders must notify the results to the state management agencies in charge of commerce.

2. The Government shall specify the registration of promotional activities and notify the results of the promotional activities of traders to the state management agency in charge of commerce.

SECTION 2. COMMERCIAL ADVERTISING

Article 102. Commercial advertising

Commercial advertising is a trade promotion activity of a trader to introduce to customers about his/her goods and service business activities.

Article 103. Commercial advertising rights

1. Vietnamese traders, branches of Vietnamese traders and branches of foreign traders permitted to conduct commercial activities in Vietnam have the right to advertise their goods and service business or hire commercial advertising service business people carry out commercial advertising for themselves.

2. Representative offices of traders are not allowed to directly conduct commercial advertising activities. In case it is authorized by a trader, a representative office has the right to sign a contract with a trader providing commercial advertising services to advertise for the trader it represents.

3. Foreign traders who wish to make commercial advertisements about their goods and service business activities in Vietnam must hire Vietnamese traders providing commercial advertising services to perform.

Article 104. Business Services commercial advertising

Commercial advertising service business means a trader's commercial activities to carry out commercial advertising for other traders.

Article 105. Commercial advertising products

Commercial advertising products include information in images, actions, sounds, voices, writing, symbols, colors, and lights containing commercial advertising content.

Article 106. Commercial advertising media

1. Commercial advertising means are tools used to introduce commercial advertising products.

2. Commercial advertising means include:

a) Mass media;

b) Means of communication;

c) Types of publications;

d) Signs, signs, banners, posters, fixed objects, means of transport or other movable objects;

d) Other commercial advertising means.

Article 107. Use commercial advertising media

1. The use of commercial advertising media specified in Article 106 of this Law must comply with regulations of competent state management agencies.

2. The use of commercial advertising media must satisfy the following requirements:

a) Comply with the provisions of the law on press, publication, information, programs of cultural and sports activities, fairs and exhibitions;

b) Comply with regulations on advertising locations, without adversely affecting the landscape, environment, traffic order and safety, and social safety;

c) Right level, duration and time prescribed for each type of mass media.

Article 108. Protection of intellectual property rights for commercial advertising products

Traders have the right to register for protection of intellectual property rights for commercial advertising products in accordance with law.

Article 109. Commercial advertisements are prohibited

1. Advertising that reveals state secrets, prejudicial to independence, sovereignty, national security and social order and safety.

2. Advertising using advertising products and advertising media contrary to the historical traditions, culture, ethics, fine customs and traditions of Vietnam and contrary to the provisions of law.

3. Advertise goods and services that the State prohibits from doing business, restricts business or prohibits advertising.

4. Advertisement of tobacco, alcohol with an alcohol content of 30 degrees or more, and products and goods that have not yet been allowed to be circulated, or have not yet been permitted to provide services on the Vietnamese market at the time of advertisement.

5. Taking advantage of commercial advertising to cause damage to the interests of the State, organizations and individuals.

6. To advertise by using the method of directly comparing their own production and trading of goods and services with the production and trading of goods and services of the same type of other traders.

7. Falsely advertise one of the contents of quantity, quality, price, utility, design, origin of goods, types, packaging, service methods, and warranty period of goods. , service.

8. Advertise your business using advertising products that infringe intellectual property rights; use images of other organizations or individuals for advertising without the consent of that organization or individual.

9. Advertising for unfair competition as prescribed by law.

Article 110. Commercial advertising service contract

A commercial advertising service contract must be made in writing or in another form with equivalent legal validity.

Article 111. Rights of the commercial advertising hirer

Unless otherwise agreed, the commercial advertising hirer has the following rights:

1. Select the issuer of commercial advertising, form, content, medium, scope and time of commercial advertising;

2. Inspect and supervise the performance of commercial advertising service contracts.

Article 112. Obligations of the commercial advertising hirer

Unless otherwise agreed, the commercial advertising hirer has the following obligations:

1. To provide commercial advertising service providers with truthful and accurate information about trading in commercial goods and services and take responsibility for this information;

2. To pay remuneration for commercial advertising services and other reasonable expenses.

Article 113. Rights of commercial advertising service providers

Unless otherwise agreed, commercial advertising service providers have the following rights:

1. To request the commercial advertising hirer to provide truthful and accurate advertising information and in accordance with the agreement in the contract;

2. Receive remuneration for commercial advertising services and other reasonable expenses.

Article 114. Obligations of commercial advertising service providers

Unless otherwise agreed, the commercial advertising service provider has the following obligations:

1. To exercise the advertising hirer's choice about the commercial advertisement issuer, form, content, medium, scope and time of commercial advertisement;

2. To organize truthful and accurate advertisements about commercial goods and service business activities according to information provided by the advertising hirer;

3. Perform other obligations as agreed in the commercial advertising service contract.

Article 115. Commercial advertising publisher

A commercial advertising issuer is a person who directly publishes commercial advertising products.

Article 116. Obligations of the issuer of commercial advertising

The issuer of commercial advertising has the following obligations:

1. Comply with the regulations on the use of commercial advertising media specified in Article 107 of this Law;

2. To perform the advertising distribution contract entered into with the advertising publishing hirer;

3. Perform other obligations as prescribed by law.

SECTION 3. DISPLAY AND INTRODUCTION OF GOODS AND SERVICES

Article 117. Displaying and introducing goods and services

Display and introduction of goods and services are trade promotion activities of traders using goods and services and documents about goods and services to introduce to customers about those goods and services.

Article 118. Right to display and introduce goods and services

1. Vietnamese traders, branches of Vietnamese traders and branches of foreign traders in Vietnam have the right to display and introduce goods and services; select appropriate forms of display and introduction; organize themselves or hire traders providing services of displaying and introducing goods and services to display and introduce their goods and services.

2. Representative offices of traders are not allowed to directly display and introduce goods and services of traders they represent, except for display and introduction at the head offices of such representative offices. In case it is authorized by the trader, the representative office has the right to sign a contract with the trader providing goods and service display and introduction of goods and services to display and introduce goods and services to the trader. person I represent.

3. Foreign traders not yet permitted to conduct commercial activities in Vietnam and wish to display and introduce their goods and services in Vietnam must hire service traders to display and introduce goods and services. Vietnam does.

Article 119. Trading in services of displaying and introducing goods and services

Trading in services of displaying and introducing goods and services is a commercial activity whereby a trader provides services of displaying and introducing goods and services to other traders.

Article 120. Forms of display and introduction of goods and services

1. Open showrooms, introduce goods and services.

2. Displaying and introducing goods and services at trade centers or in entertainment, sports, cultural and artistic activities.

3. Organizing conferences and seminars with goods and services displayed and introduced.

4. Displaying and introducing goods and services on the Internet and other forms as prescribed by law.

Article 121. Conditions for goods and services to be displayed or introduced

1. The goods and services displayed or introduced must be those legally traded in the market.

2. Goods and services displayed and introduced must comply with the provisions of law on goods quality and goods labeling.

Article 122. Conditions for goods imported into Vietnam for display and introduction

Goods imported into Vietnam for display or introduction in Vietnam, apart from meeting the conditions specified in Article 121 of this Law, must also satisfy the following conditions:

1. Are goods permitted to be imported into Vietnam;

2. Goods temporarily imported for display or introduction must be re-exported after the display or introduction ends, but within six months from the date of temporary import; if the above time limit is exceeded, the extension procedures must be carried out at the customs office of the place of temporary import;

3. Goods temporarily imported for display or introduction, if consumed in Vietnam, must comply with the provisions of Vietnamese law regarding imported goods.

Article 123. Prohibited display and introduction of goods and services

1. To organize the display and introduction of goods and services or to use forms and means of displaying and introducing goods and services which are detrimental to national security, social order and safety, or the landscape. environment, human health.

2. Displaying and introducing goods or services or using forms and means of display or introduction contrary to Vietnam's historical, cultural, ethical, fine traditions and customs.

3. Displaying and introducing goods and services that reveal state secrets.

4. Displaying and introducing other traders' goods to compare with their own, except for cases where the goods being compared are fake goods or goods infringing intellectual property rights as prescribed by law.

5. Displaying and introducing samples of goods that are not consistent with the goods being traded in terms of quality, price, utility, design, type, packaging, warranty period and other quality criteria in order to deceive client.

Article 124. Service contract for displaying and introducing goods and services

Service contracts for the display and introduction of goods and services must be made in writing or in another form with equivalent legal validity.

Article 125. Rights of service hirers to display and introduce goods and services

Unless otherwise agreed, the service hirer of goods or service display and introduction has the following rights:

1. To request the service provider to display and introduce goods and/or services to comply with the agreement in the contract;

2. Inspect and supervise the performance of contracts for the display and introduction of goods and services.

Article 126. Obligations of the service hirer to display and introduce goods and services

Unless otherwise agreed, the service hirer of goods or service display and introduction has the following obligations:

1. Provide adequate goods and services for display, introduction or means to the service provider as agreed in the contract;

2. Provide information about goods and services displayed and introduced and take responsibility for such information;

3. Pay service fees and other reasonable expenses.

Article 127. Rights of service providers to display and introduce goods and services

Unless otherwise agreed, a service provider of goods or service display and introduction has the following rights:

1. To request the service hirer to provide goods or services for display or introduction within the time limit agreed upon in the contract;

2. To request the service hirer to provide information on goods and services for display and introduction and other necessary means as agreed in the contract;

3. Receive service fees and other reasonable expenses.

Article 128. Obligations of service providers to display and introduce goods and services

Unless otherwise agreed, the goods or service display and introduction service provider has the following obligations:

1. To display and introduce goods and services as agreed in the contract;

2. Preserve the goods displayed, introduced, documents and vehicles delivered during the contract performance; at the end of the display and introduction of goods and services, they must return all goods, documents and means of display and introduction to the service lessee;

3. To perform the display and introduction of goods and services according to the contents agreed upon with the lessee of the display and introduction of goods and services.

SECTION 4. TRADE FAIRS, EXHIBITS

Article 129. Trade fairs and exhibitions

Trade fairs and exhibitions are trade promotion activities conducted in a concentrated manner in a certain time and at a certain place for traders to display and introduce goods and services for the purpose of promoting and finding looking for opportunities to enter into contracts for the sale of goods and services.

Article 130. Trade fair and exhibition service business

1. Trade fair and exhibition service business is a commercial activity whereby a trader providing this service provides the service of organizing or participating in a trade fair or exhibition for other traders to receive receipts. remuneration for services of organizing trade fairs and exhibitions.

2. Service contracts for organizing and participating in trade fairs and exhibitions must be made in writing or in other forms with equivalent legal validity.

Article 131. Right to organize and participate in trade fairs and exhibitions

1. Vietnamese traders, branches of Vietnamese traders and branches of foreign traders in Vietnam have the right to directly organize and participate in trade fairs and exhibitions about the goods and services they trade. business or hire traders providing services for trade fairs and exhibitions to perform.

2. Representative offices of traders are not allowed to directly organize or participate in trade fairs and exhibitions. In case it is authorized by the trader, the representative office has the right to sign a contract with the trader providing trade fair and exhibition services to organize and participate in trade fairs and exhibitions for the trader it is authorized by the trader. represent.

3. Foreign traders have the right to directly participate in or hire Vietnamese traders providing services to trade fairs and exhibitions on their behalf to participate in trade fairs and exhibitions in Vietnam. In case that they want to organize trade fairs and exhibitions in Vietnam, foreign traders must hire Vietnamese traders providing trade fair and exhibition services to do so.

Article 132. Organizing trade fairs and exhibitions in Vietnam

1. Trade fairs and exhibitions held in Vietnam must be registered and certified in writing by the state management agency in charge of commerce in the province or centrally run city where the fair is held. trade exhibition.

2. The Government shall specify the order, procedures and contents for registration and certification of the organization of trade fairs and exhibitions in Vietnam specified in Clause 1 of this Article.

Article 133. Organizing and participating in trade fairs and exhibitions abroad

1. Traders that do not provide services for trade fairs and exhibitions when directly organizing or participating in overseas trade fairs and exhibitions for goods and services they trade must comply with regulations on exporting goods.

2. Traders providing trade fair and exhibition services, when organizing for other traders to participate in trade fairs and exhibitions, must register with the Ministry of Trade.

3. Traders who do not register for business in services of trade fairs and exhibitions may not organize for other traders to participate in overseas trade fairs and exhibitions.

4. The Government shall specify the order, procedures and contents of registration for organization and participation in overseas trade fairs and exhibitions specified in Clauses 1 and 2 of this Article.

Article 134. Goods and services displayed and introduced at trade fairs and exhibitions in Vietnam

1. Goods and services that are not allowed to participate in trade fairs and exhibitions include:

a) Goods and services that are banned from business, restricted from business, not yet allowed to be circulated in accordance with law;

b) Goods and services provided by overseas traders that are banned from import as prescribed by law;

c) Counterfeit goods, goods infringing intellectual property rights, except for display and introduction for comparison with real goods.

2. In addition to complying with regulations on trade fairs and exhibitions of this Law, goods and services subject to specialized management must comply with regulations on specialized management of goods and services. there.

3. Goods temporarily imported for participation in a trade fair or exhibition in Vietnam must be re-exported within thirty days from the date of the end of the trade fair or exhibition.

4. The temporary import for re-export of goods to participate in trade fairs and exhibitions in Vietnam must comply with the provisions of the law on customs and other relevant laws.

Article 135. Goods and services participating in overseas trade fairs and exhibitions

1. All goods and services may participate in overseas trade fairs and exhibitions, except for goods and services banned from export as prescribed by law.

2. Goods and services banned from export may only participate in overseas trade fairs and exhibitions with the approval of the Prime Minister.

3. The time limit for temporarily exporting goods to participate in overseas trade fairs and exhibitions is one year from the date on which goods are temporarily exported; if past the above time limit has not been re-imported, such goods shall be subject to tax and other financial obligations in accordance with the provisions of Vietnamese law.

4. The temporary export and re-import of goods participating in overseas trade fairs and exhibitions must comply with the provisions of the customs law and other relevant laws.

Article 136. Selling, giving away goods and providing services at trade fairs and exhibitions in Vietnam

1. Goods and services displayed and introduced at trade fairs and exhibitions in Vietnam may be sold, donated or supplied at trade fairs and exhibitions; for imported goods, which must be registered with the customs, except for the case specified in Clause 2 of this Article.

2. Goods subject to import subject to a permit from a competent state agency may only be sold or donated after receiving written approval from a competent state agency.

3. The sale or donation of goods at a trade fair or exhibition specified in Clause 2, Article 134 of this Law must comply with regulations on specialized import management for such goods.

4. Goods sold, donated, services provided at trade fairs and exhibitions in Vietnam are subject to tax and other financial obligations as prescribed by law.

Article 137. Selling, giving away Vietnamese goods and providing services to participate in overseas trade fairs and exhibitions

1. Vietnamese goods and services participating in overseas trade fairs and exhibitions may be sold, donated or supplied at fairs and exhibitions, except for the cases specified in Clauses 2 and 3 of this Article. .

2. The sale or donation of goods banned from export but which have been temporarily exported to participate in overseas trade fairs and exhibitions may only be conducted after obtaining the approval of the Prime Minister.

3. Goods subject to export subject to a permit from a competent state agency may only be sold or donated after being approved in writing by a competent state agency.

4. Vietnamese goods and services participating in overseas trade fairs and exhibitions that are sold, donated or supplied abroad are subject to tax and other financial obligations as prescribed by law.

Article 138. Rights and obligations of organizations and individuals participating in trade fairs and exhibitions in Vietnam

1. To exercise rights and perform obligations as agreed upon with traders organizing trade fairs and exhibitions.

2. Selling or giving away goods or providing services to be displayed or introduced at trade fairs and exhibitions in accordance with law.

3. To be allowed to temporarily import for re-export of goods and documents on goods and services for display at trade fairs and exhibitions.

4. Comply with regulations on organization of trade fairs and exhibitions in Vietnam.

Article 139. Rights and obligations of traders to organize and participate in overseas trade fairs and exhibitions

1. To be allowed to temporarily export and re-import goods and documents on goods and services for display and introduction at trade fairs and exhibitions.

2. Must comply with regulations on organization and participation in overseas trade fairs and exhibitions.

3. To be able to sell or donate goods displayed or introduced at overseas trade fairs and exhibitions; must pay taxes and fulfill other financial obligations in accordance with Vietnamese law.

Article 140. Rights and obligations of traders providing services for trade fairs and exhibitions

1. Posting up the topic and time of conducting the trade fair or exhibition at the place where the trade fair or exhibition is held before the opening date of the trade fair or exhibition.

2. To request the service hirer to supply goods for participation in a trade fair or exhibition within the time limit agreed upon in the contract.

3. Request the service hirer to provide information on goods and services for participation in trade fairs and exhibitions and other necessary means as agreed in the contract.

4. Receive service fees and other reasonable expenses.

5. To organize trade fairs and exhibitions as agreed in the contract.

Chapter V

TRADE INTERmediary ACTIVITIES

SECTION 1. REPRESENTATIVE OF TRADERS

Article 141. Trader's Representative

1. Representation of a trader means that a trader receives an authorization (referred to as representative) of another trader (referred to as principal) to carry out commercial activities in the name and under instructions of another trader. of such trader and shall be entitled to remuneration for representation.

2. In cases where traders appoint their own people to act as their representatives, the provisions of the Civil Code shall apply.

Article 142. Contracts representing traders

A contract to represent a trader must be made in writing or in another form with equivalent legal validity.

Article 143. Representative scope

The parties may agree that the principal may perform part or all of the commercial activities within the scope of the principal's activities.

Article 144. Time limit for representing traders

1. The term of representation shall be agreed upon by the parties.

2. In the absence of agreement, the representation term shall terminate when the principal notifies the principal of the termination of the representation contract or the principal notifies the principal of the termination of the representation contract. copper.

3. Unless otherwise agreed, if the principal unilaterally announces the termination of the agency contract as prescribed in Clause 2 of this Article, the principal has the right to request the principal to pay a remuneration. due to the fact that the principal enters into contracts with customers that the agent has transacted and other remunerations that he or she should be entitled to.

4. In case the representation term is terminated according to the provisions of Clause 2 of this Article at the request of the representative, the representative party shall lose the right to remuneration for transactions which it would have been entitled to if the parties did not otherwise agreed.

Article 145. Obligations of the agent

Unless otherwise agreed, the representative has the following obligations:

1. Conduct commercial activities in the name of and for the benefit of the principal;

2. Notify the principal of the opportunity and results of the performance of authorized commercial activities;

3. Comply with instructions of the principal if such instructions do not violate the provisions of law;

4. Not to carry out commercial activities in their own name or of a third party within the scope of representation;

5. Not to disclose or provide others with secrets related to the principal's commercial activities during the time of representation and within two years from the termination of the representation contract;

6. Preserve assets and documents assigned to perform representative activities.

Article 146. Obligations of the principal

Unless otherwise agreed, the principal has the following obligations:

1. Immediately notify the representative of the conclusion of the contract entered into by the representative, the performance of the contract entered into by the representative, and the acceptance or disapproval of activities outside the scope of the representative. representation performed by the representative;

2. Provide necessary assets, documents and information for the representative to perform representative activities;

3. Pay remuneration and other reasonable expenses to the representative;

4. Timely notify the representative of the possibility of not being able to enter into or perform the contract within the scope of representation.

Article 147. Right to representative remuneration

1. The representative party is entitled to remuneration for the contract entered into within the scope of representation. The right to receive remuneration arises from the time agreed upon by the parties in the representation contract.

2. In case there is no agreement, the remuneration for the representative shall be determined according to the provisions of Article 86 of this Law.

Article 148. Payment of expenses incurred

Unless otherwise agreed, the representative party has the right to request payment of reasonable expenses incurred for performing the representation activities.

Article 149. Right of lien

Unless otherwise agreed, the representative has the right to lie down on the property and documents assigned to secure the payment of due remunerations and expenses.

SECTION 2. TRADE BROKERS

Article 150. Commercial brokerage

Commercial brokerage is a commercial activity whereby a trader acts as an intermediary (referred to as a broker) for the parties to buy and sell goods or provide services (referred to as the brokered party) in the negotiation, enter into a contract for the sale of goods and services and receive remuneration according to the brokerage contract.

Article 151. Obligations of a commercial broker

Unless otherwise agreed, a commercial broker has the following obligations:

1. To preserve samples of goods and documents assigned to perform the brokerage and to return them to the brokered party after completing the brokerage;

2. Not to disclose or provide information that is detrimental to the interests of the brokered party;

3. Be responsible for the legal status of the brokered parties, but not for their solvency;

4. Not to participate in the performance of contracts between brokered parties, unless authorized by the brokered party.

Article 152. Obligations of the broker

Unless otherwise agreed, the broker-dealer has the following obligations:

1. Provide necessary information, documents and means related to goods and services;

2. To pay brokerage fees and other reasonable expenses to the broker.

Article 153. Right to receive brokerage remuneration

1. Unless otherwise agreed, the right to receive brokerage remuneration arises from the time when the brokered parties have signed a contract with each other.

2. In case there is no agreement, the brokerage remuneration level shall be determined according to the provisions of Article 86 of this Law.

Article 154. Payment of expenses incurred in connection with the brokerage

Unless otherwise agreed, the brokered party must pay all reasonable expenses incurred in connection with the brokerage, even if the brokerage does not yield results for the brokered party.

SECTION 3. AUTHORIZATION FOR PURCHASE AND SALE OF GOODS

Article 155. Commodity purchase and sale

Entrustment for the purchase and sale of goods is a commercial activity whereby the entrusting party conducts the purchase and sale of goods in his/her name under the terms agreed upon with the entrusting party and receives commissions for entrustment.

Article 156. Entrusted party

The consignee of goods purchase and sale is a trader that trades in goods suitable for the entrusted goods and conducts the purchase and sale of goods under the conditions agreed upon with the entrusting party.

Article 157. Entrusting party

The entrusting party for goods purchase and sale is a trader or is not a trader who assigns the entrusting party to purchase and sell goods at his/her request and must pay the entrustment remuneration.

Article 158. Commodity consignment

All goods in legal circulation can be bought and sold by consignment.

Article 159. Entrustment contract

The goods purchase and sale entrustment contract must be made in writing or in another form with equivalent legal validity.

Article 160. Re-entrustment to a third party

The entrusting party may not re-entrust a third party to perform the signed goods purchase and sale entrustment contract, unless it is approved in writing by the entrusting party.

Article 161. Receive entrustment of many parties

The entrusting party can accept the entrustment to buy and sell goods from many different entrusting parties.

Article 162. Rights of the entrusting party

Unless otherwise agreed, the entrusting party has the following rights:

1. To request the entrusting party to fully notify the performance of the entrustment contract;

2. Not taking responsibility in case the trustee violates the law, except for the case specified in Clause 4, Article 163 of this Law.

Article 163. Obligations of the entrusting party

Unless otherwise agreed, the entrusting party has the following obligations:

1. Provide necessary information, documents and means for the performance of the entrustment contract;

2. To pay entrustment remuneration and other reasonable expenses to the trustee;

3. Delivery of money and goods according to the agreement;

4. Jointly responsible in case the entrusting party violates the law because the cause is caused by the entrusting party or the parties intentionally violate the law.

Article 164. Rights of the trustee

Unless otherwise agreed, the trustee has the following rights:

1. To request the entrusting party to provide necessary information and documents for the performance of the entrustment contract;

2. Receive entrustment remuneration and other reasonable expenses;

3. Not responsible for the goods handed over as agreed upon to the entrusting party.

Article 165. Obligations of the trustee

Unless otherwise agreed, the trustee has the following obligations:

1. Carry out the purchase and sale of goods as agreed;

2. Notify the entrusting party of issues related to the performance of the entrustment contract;

3. To carry out the instructions of the entrusting party in accordance with the agreement;

4. Preserve assets and documents assigned to perform the entrustment contract;

5. Keep confidential information related to the performance of the entrustment contract;

6. Delivery of money and goods according to the agreement;

7. Jointly take responsibility for the entrusting party's violation of the law, if the cause of such law violation is partly due to his/her own fault.

SECTION 4. TRADE AGENTS

Article 166. Trade agent

Commercial agency means a commercial activity whereby the principal and the agent agree that the principal buys and sells goods to the principal or provides services of the principal. to customers for remuneration.

Article 167. The agent, the agent

1. The principal is a trader who delivers goods to a selling agent or delivers money for the purchase of goods to a buying agent or is a trader who authorizes the performance of services to a service-providing agent.

2. Agent means a trader who receives goods to act as a selling agent, receives money for purchase to act as a buying agent or is an authorized party to provide services.

Article 168. Agency contracts

An agency contract must be made in writing or in another form of equivalent legal validity.

Article 169. Agency forms

1. Outsourcing agency is a form of agency in which the agent purchases and sells a whole volume of goods or provides a full service for the principal.

2. Exclusive agency is a form of agency in which, in a certain geographical area, the principal only assigns an agent to buy and sell one or a number of goods or to provide one or several types of services. determined.

3. General agency for purchase and sale of goods and provision of services is a form of agency in which the agent organizes a system of affiliated agents to conduct the purchase and sale of goods and provide services to the principal. .

General agent represents the affiliated agent system. Affiliated agents operate under the management of the general agent and in the name of the general agent.

4. Other forms of agency as agreed by the parties.

Article 170. Ownership in commercial agency

The principal is the owner of the goods or money delivered to the agent.

Article 171. Agent remuneration

1. Unless otherwise agreed, agency remuneration shall be paid to the agent in the form of commission or price difference.

2. In case the principal determines the purchase or sale price of goods or the price of service provision for the customer, the agent shall be entitled to a commission calculated as a percentage of the purchase or sale price of the goods or the selling price of the goods. service provision.

3. In case the principal does not fix the purchase price, the selling price of goods or the price of service provision for the customer, but only assigns the delivery price to the agent, the agent shall enjoy the price difference. The price difference is determined as the difference between the purchase price, the selling price, the price of service provision to the customer and the price set by the principal for the agent.

4. If the parties do not agree on the agency remuneration, the remuneration level shall be calculated as follows:

a) The actual level of remuneration previously paid by the parties;

b) If Point a of this Clause is not applicable, the agency remuneration is the average remuneration applied to the same type of goods or services that the principal has paid to other agents;

c) In case points a and b of this clause cannot be applied, the agency remuneration level is the normal remuneration level applied to the same type of goods or services on the market.

Article 172. Rights of the principal

Unless otherwise agreed, the principal has the following rights:

1. fixing the purchase price, selling price of goods and the price of providing agency services to customers;

2. Fixing agent delivery prices;

3. To request the agent to take security measures in accordance with law;

4. Request the agent to pay money or deliver the goods under the agency contract;

5. Inspect and supervise the performance of the contract by the agent.

Article 173. Obligations of the principal

Unless otherwise agreed, the principal has the following obligations:

1. To guide, provide information and create conditions for the agent to perform the agency contract;

2. Take responsibility for the quality of goods of the goods trading agent and the service quality of the service provider;

3. To pay remuneration and other reasonable expenses to the agent;

4. Return to the agent the property of the agent used as security (if any) at the end of the agency contract;

5. Jointly take responsibility for the agency's illegal acts, if the cause of such law violation is partly due to its own fault.

Article 174. Rights of the agent

Unless otherwise agreed by the parties, the agent has the following rights:

1. Entering into agency contracts with one or more principals, except for the case specified in Clause 7 Article 175 of this Law;

2. Request the principal to deliver goods or money under the agency contract; receive back the assets used as security (if any) at the end of the agency contract;

3. Request the principal to guide, provide information and other relevant conditions for the performance of the agency contract;

4. To decide on selling prices of goods and providing services to customers, for underwriting agents;

5. To enjoy remuneration, other lawful rights and benefits brought by agency activities.

Article 175. Obligations of the agent

Unless otherwise agreed, the agent has the following obligations:

1. Buying and selling goods or providing services to customers at the prices of goods and service provision set by the principal;

2. To strictly comply with the agreements on money and goods delivery and receipt with the principal;

3. Take measures to ensure the performance of civil obligations in accordance with law;

4. Paying the principal for the sale of goods, for the selling agent; delivery of purchased goods to purchasing agents; service provision fees for service providers;

5. To preserve goods after receiving, for selling agents, or before delivering, for buying agents; jointly take responsibility for the quality of the goods of the goods trading agent and the service quality of the service provider in case of their own fault;

6. To be subject to inspection and supervision by the principal and to report on the situation of agency activities to the principal;

7. Where the law specifically stipulates that the agent may only enter into an agency contract with one principal for a certain type of goods or service, the provisions of law must be complied with. there.

Article 176. Payment in agent

Unless otherwise agreed, the payment of goods, service provision and agent remuneration shall be made in installments after the agent completes the purchase or sale of a quantity of goods or supplies a quantity of goods. certain amount of service.

Article 177. Dealer term

1. Unless otherwise agreed, the agency term shall terminate only after a reasonable time but not earlier than sixty days from the date on which either party notifies the other party in writing of the termination. agency contracts.

2. Unless otherwise agreed, if the principal gives a notice to terminate the contract as prescribed in Clause 1 of this Article, the agent shall have the right to demand compensation from the principal for a period of time. I was an agent for that agent.

The value of the indemnity is one month's average agent's remuneration during the agency period for each year in which the agent acts as an agent for the principal. In case the agency period is less than one year, the compensation is calculated as one month's average agent remuneration during the period of agency receipt.

3. Where the agency contract is terminated at the request of the agent, the agent has no right to request the principal to compensate for the time he has acted as an agent for the principal.

Chapter VI

SOME OTHER SPECIFIC TRADE ACTIVITIES

SECTION 1. PROCESSING IN TRADE

Article 178. Outsourcing in trade

Commercial processing is a commercial activity whereby the processor uses part or all of the raw materials of the ordering party to perform one or more stages in the production process as required. of the outsourcing party to receive remuneration.

Article 179. Processing contract

The processing contract must be made in writing or in another form with equivalent legal validity.

Article 180. Processed goods

1. All kinds of goods can be processed, except for goods banned from trading.

2. In case of processing goods for foreign traders for consumption abroad, goods banned from business, export or import may be processed if approved by a competent state agency. permission.

Article 181. Rights and obligations of the ordering party

1. Deliver part or all of raw materials and processing materials in accordance with the processing contract or pay money to purchase materials according to the quantity, quality and agreed price.

2. Receive back all processed products, leased or lent machinery and equipment, raw materials, auxiliary materials, supplies and scraps after liquidating the processing contract, unless otherwise agreed.

3. Sell, destroy, donate on the spot processed products, leased or lent machinery and equipment, redundant raw materials, auxiliary materials, supplies, discarded products and scrap as agreed upon and in accordance with regulations of law. provisions of law.

4. Appoint a representative to inspect and supervise the processing at the processing place, appoint experts to provide technical guidance on production and check the quality of processed products as agreed in the processing contract.

5. To take responsibility for the legality of intellectual property rights of processed goods, raw materials, materials, machinery and equipment used for processing and transfer them to the processor.

Article 182. Rights and obligations of the processing party

1. Supplying part or all of raw materials and materials for processing according to the agreement with the ordering party on quantity, quality, technical standards and price.

2. Receive processing remuneration and other reasonable expenses.

3. In case of processing for foreign organizations or individuals, the processor may export on-spot processed products, leased or borrowed machinery and equipment, surplus raw materials, auxiliary materials and supplies, waste products and scrap as authorized by the processing party.

4. In case of processing for foreign organizations or individuals, the processing party is exempt from import tax on machinery, equipment, raw materials, auxiliary materials and supplies temporarily imported according to norms for implementation. processing contracts according to the provisions of tax law.

5. To take responsibility for the legality of goods processing activities in cases where the processed goods are banned from trading, from export or from import.

Article 183. Processing remuneration

1. The processing recipient may receive processing remuneration in cash or in processed products, machinery and equipment used for processing.

2. In case of processing goods for foreign organizations or individuals, if the processor receives processing remuneration with processed products, machinery and equipment used for processing, it must comply with regulations on import for such products, machinery and equipment.

Article 184. Technology transfer in processing with foreign organizations and individuals

The transfer of technology in processing with foreign organizations and individuals must comply with the agreements in the processing contract and must conform to the provisions of Vietnamese law on technology transfer.

SECTION 2. AUCTION OF GOODS

Article 185. Goods Auction

1. Goods auction is a commercial activity whereby the seller himself or hires an auction organizer to conduct the public sale of goods in order to select the buyer with the highest bid.

2. The auction of goods shall be carried out by one of the following two methods:

a) The up-bid method is an auction method whereby the person who bids the highest compared to the starting price is the person who has the right to buy the goods;

b) The put-down method is an auction method whereby the first person to immediately accept the starting price or the price that is lower than the reserve price is the person who has the right to buy the goods.

Article 186. Auctioneer, seller

1. Auction organizer is a trader that has registered to do business in auction services or is his/her own seller in case the seller organizes the auction by himself/herself.

2. Seller means the owner of goods, the person authorized by the goods owner to sell or the person who has the right to sell other people's goods according to the provisions of law.

Article 187. Auction participants, auction operators

1. Goods auction participants are organizations or individuals that register to participate in the auction.

2. Auction operator means an auction organizer or a person authorized by an auctioneer to administer an auction.

Article 188. Auction Rules

The auction of goods in commerce must be carried out on the principle of publicity, honesty, ensuring the lawful rights and interests of the participating parties.

Article 189. Rights of auction organizers

Unless otherwise agreed, the auction organizer has the following rights:

1. Requesting sellers to provide fully, accurately and promptly necessary information related to auctioned goods, creating conditions for auction organizers or auction participants to inspect auctioned goods price and deliver the auctioned goods to the purchaser in case the auction organizer is not the auctioneer;

2. Determine the starting price in case the auction organizer is an auctioneer or is authorized by the seller;

3. Organize the auction;

4. Request the purchaser to make the payment;

5. Receive remuneration for auction services paid by sellers according to the provisions of Article 211 of this Law.

Article 190. Obligations of the auction organizer

1. Organize the goods auction according to the principles and procedures prescribed by law and according to the auction method agreed with the seller.

2. To announce and publicly post up, fully and accurately, necessary information related to the auctioned goods.

3. Preserve auctioned goods when they are delivered and kept by sellers.

4. Displaying goods, goods samples or introductory documents about goods for auction participants to consider.

5. Make a document on auction of goods and send it to the seller, the purchaser and the relevant parties specified in Article 203 of this Law.

6. Deliver auctioned goods to buyers in accordance with the goods auction service organization contract.

7. Carry out procedures for transferring ownership of auctioned goods subject to registration of ownership in accordance with law, unless otherwise agreed upon with the seller.

8. Pay the seller for the goods sold, including the difference collected from the person who withdraws the paid price specified in Clause 3, Article 204 of this Law or returns the unsold goods to the seller. by agreement. In case there is no agreement, the money must be paid to the seller within three working days after receiving the money from the buyer or must immediately return the goods within a reasonable time after the auction.

Article 191. Rights of sellers who are not auction organizers

Unless otherwise agreed, the seller has the following rights:

1. To receive money for the goods sold at auction and the difference obtained in the case specified in Clause 3, Article 204 of this Law, or receive the goods back in case the auction is unsuccessful;

2. Supervising the organization of auction of goods.

Article 192. Obligations of sellers other than auction organizers

Unless otherwise agreed, the seller has the following obligations:

1. Deliver goods to auction organizers, create conditions for auction organizers and auction participants to consider goods and provide full, accurate and timely necessary information related to auction auctioned goods;

2. To pay remuneration for auction organization services as prescribed in Article 211 of this Law.

Article 193. Service contract of goods auction organization

1. Goods auction organization service contracts must be made in writing or in other forms with equivalent legal validity.

2. In case the auctioned goods are pledged or mortgaged, the auction organization service contract must be approved by the pledgee or mortgagee and the seller must notify the parties involved. auction of goods being pledged or mortgaged.

3. In case the pledge or mortgage contract has an agreement on auction, but the mortgagor or mortgagor is absent without plausible reasons or refuses to enter into a service contract to organize an auction of goods the auction organization service contract shall be concluded between the pledgee or mortgagee and the auction organizer.

Article 194. Determine the starting price

1. The seller must determine the starting price. In case the auction organizer is authorized to determine the reserve price, it must notify the seller before posting the auction.

2. In case the auctioned goods are the subject of pledge or mortgage, the pledgee or mortgagee must reach agreement with the pledgee or mortgagor to determine the reserve price.

3. If there is an agreement on auction in the pledge or mortgage contract, the mortgagor or mortgagor is absent without plausible reasons or refuses to enter into a service contract to organize the auction of goods. then the starting price is determined by the mortgagee or mortgagee.

Article 195. Notify persons with rights and obligations related to the goods being the subject of pledge or mortgage

In case the goods are the subject of pledge or mortgage, concurrently with the listing of the goods auction, the auction organizer must notify the persons with related interests and obligations within a time limit of seven working days before the auction of such goods as prescribed in Article 197 of this Law.

Article 196. Time limit for notice and listing of goods auction

1. At least seven working days before the auction of goods, the auction organizer must post up the auction at the place where the auction is held, the place where the goods are displayed and where the head office of the auctioneer is located. organize the auction according to the provisions of Article 197 of this Law.

2. In case the goods auction organizer is a seller, the time limit for posting up the goods auction shall be decided by the seller himself.

Article 197. Contents of notice and listing of goods auction

The notice and listing of goods for auction must contain the following contents:

1. Time and place of auction;

2. Name and address of the auction organizer;

3. Name and address of the seller;

4. List of goods, quantity and quality of goods;

5. Starting price;

6. Necessary information related to the goods;

7. Place and time of goods display;

8. Location and time of reference to goods dossiers;

9. Place and time of registration to purchase goods.

Article 198. Those who are not allowed to participate in the auction

1. Persons who have no civil act capacity, those who have lost their civil act capacity, persons with restricted civil act capacity as prescribed by the Civil Code, or persons who are not aware at the time of the auction, control your own behavior.

2. People working in goods auction organizations; father, mother, wife, husband, children of such persons.

3. Persons who have directly conducted the assessment of auctioned goods; father, mother, wife, husband, children of that person.

4. Persons who do not have the right to purchase auctioned goods as prescribed by law.

Article 199. Register to participate in the auction

1. The auction organizer may require the person who wants to participate in the auction to register to participate before the auction.

2. The auction organizer may require auction participants to pay a deposit, but not exceeding 2% of the starting price of the goods being auctioned.

3. In case an auction participant is able to purchase auctioned goods, the deposit amount will be deducted from the purchase price. when the auction ends.

4. In case an auction registrant has paid a deposit but then does not attend the auction, the auction organizer has the right to collect the previous deposit.

Article 200. Display of auctioned goods

Goods, goods samples, documents introducing goods and other necessary information about such goods must be displayed at the place notified from the time of posting.

Article 201. Conduct the auction

The auction is conducted in the following order:

1. The auction operator takes attendance of the people who have registered to participate in the goods auction;

2. The auctioneer introduces each auctioned goods, repeats the starting price, answers the questions of the auction participants and requests the auction participants to bid;

3. For the up-bid method, the auctioneer must clearly and accurately repeat that the last price paid is higher than the price paid by the previous person at least three times, each time at least three times apart. ten seconds. The auctioneer may only announce the buyer of the auctioned goods if, after three repetitions of the price he has paid, no one bids higher;

4. With regard to the put-down method, the auctioneer must clearly and accurately repeat each price lower than the reserve price at least three times, at least thirty times apart each time. second. The auction operator must immediately announce that the first person to accept the starting price or the price lower than the reserve price is the person who has the right to buy the auctioned goods;

5. In case there are many people who simultaneously pay the final price for the up-bid method or the first price for the down-bid method, the auction operator must organize a draw between such people and the public. the winner's father is the buyer of the auctioned goods;

6. The auctioneer must make a document to auction the goods right at the auction, even in case the auction fails. The auction document must clearly state the auction results and be signed by the auctioneer, the purchaser and two witnesses among the auction participants; for auctioned goods that must be notarized by the state in accordance with law, the auction documents must also be notarized.

Article 202. Auction failed

An auction is considered unsuccessful in the following cases:

1. There are no participants in the auction or bid;

2. The highest price paid is lower than the starting price for the up-bid method.

Article 203. Goods auction documents

1. The goods auction document is the document certifying the purchase and sale. The goods auction document must contain the following contents:

a) Name and address of the auction organizer;

b) Name and address of the auctioneer;

c) Name and address of the seller;

d) Name and address of the purchaser;

dd) Time and place of the auction;

e) Goods sold at auction;

g) Sold price;

h) Names and addresses of two witnesses.

2. The goods auction documents must be sent to the sellers, purchasers and related parties.

3. In case of unsuccessful auction, the goods auction document must clearly state that the auction result is unsuccessful and must contain the contents specified at Points a, b, c, dd, e and h clauses. 1 This.

Article 204. Withdraw the price paid

1. In case of an up-bid auction, if the highest bidder immediately withdraws the price already paid, the auction will continue from the previous bidder's price. In case of auction by put-down method, if the first person to accept the price immediately withdraws the accepted price, the auction will continue from the previous set price.

2. The person who withdraws the price paid or who withdraws the acceptance of the price is not allowed to continue participating in the auction.

3. In case the selling price of goods is lower than the price paid by the person who withdraws the price paid for the up-bid method or the price that the person withdraws the acceptance for the down-bid method, such person must pay the difference. to the auction organizer, if the goods are sold at a higher price, the person withdrawing is not entitled to the difference.

4. In case the auction is unsuccessful, the person who withdraws the paid price must bear the costs of the auction and will not be refunded the deposit.

Article 205. Refuse to buy

1. Unless otherwise agreed, after declaring the end of the auction, the purchaser is bound to take responsibility; If the buyer later refuses to buy the goods, he must be approved by the seller, but must bear all costs related to the organization of the auction.

2. In cases where the purchaser of the auctioned goods has paid a deposit but refuses to buy, the deposit shall not be refunded. The prepayment belongs to the seller.

Article 206. Register ownership

1. The goods auction document shall be used as a basis for transferring ownership of the auctioned goods for which ownership rights must be registered as prescribed by law.

2. Based on the goods auction document and other valid papers, the competent state agency is responsible for registering the ownership of goods for the purchaser according to the provisions of law.

3. The seller and the auction organizer are obliged to carry out the procedures for transferring the ownership of the goods to the purchaser. Expenses for carrying out procedures for ownership transfer shall be deducted from the sale proceeds of goods, unless otherwise agreed.

Article 207. Time to pay for the purchase of goods

The time of payment for goods purchase shall be agreed upon by the auction organizer and the auctioned goods purchaser; if there is no agreement, the time of payment for goods purchase is the time prescribed in Article 55 of this Law.

Article 208. Place of payment for purchase of goods

The place of payment for the purchase of goods shall be agreed upon by the auction organizer and the purchaser; if there is no agreement, the place of payment shall be the business office of the auctioneer.

Article 209. Deadline for delivery of auctioned goods

Unless otherwise agreed between the auction organizer and the purchaser, the time limit for delivery of auctioned goods is specified as follows:

1. For goods not subject to registration of ownership, the auction organizer must immediately deliver the goods to the purchaser after making the auction document;

2. For goods with registered ownership, the auction organizer must immediately carry out the procedures for ownership transfer and deliver the goods to the purchaser immediately after completing the procedures for ownership transfer.

Article 210. Place of delivery of auctioned goods

1. In case goods are things attached to land, the place of delivery is the place where such goods are located.

2. In the case of movable goods, the place of delivery is the place where the auction is held, unless otherwise agreed upon by the auctioneer and the purchaser.

Article 211. Remuneration for goods auction service

In case there is no agreement on the level of remuneration for goods auction services, the remuneration shall be determined as follows:

1. In case the auction is successful, the auction service fee shall be determined according to Article 86 of this Law;

2. In case the auction fails, the seller must pay a remuneration equal to 50% of the remuneration specified in Clause 1 of this Article.

Article 212. Costs related to the auction of goods

Unless otherwise agreed between the seller and the auction organizer, the costs related to the goods auction are determined as follows:

1. The seller must bear the cost of transporting the goods to the agreed place and the cost of preserving the goods in case the goods are not delivered to the auction organizer for preservation;

2. The auction organizer shall bear the cost of preserving the delivered goods, the cost of listing, notifying, organizing the auction and other related expenses.

Article 213. Liability for auctioned goods that do not conform to notices or listings

1. Within the time limit specified in Article 318 of this Law, the purchaser has the right to return the goods to the auction organizer and demand compensation for damage if the auctioned goods do not conform to the notice or listing. listing.

2. Where the auction organizer specified in Clause 1 of this Article is not the seller and the notice or listing content is not suitable due to the seller's fault, the auction organizer has the right to return the goods. goods and ask the seller to compensate for the damage.

SECTION 3. BIDDING FOR GOODS AND SERVICES

Article 214. Bidding for goods and services

1. Bidding for goods and services is a commercial activity whereby a party purchases goods or services through bidding (referred to as bid solicitor) in order to select among traders participating in bidding (referred to as bidding party). is the bidder) the trader that best meets the requirements set by the bid solicitor and is selected to sign and perform the contract (hereinafter referred to as the bid winner).

2. The provisions on bidding in this Law do not apply to public procurement bidding as prescribed by law.

Article 215. Bidding form

1. The bidding for goods and services may be conducted in one of the following two forms:

a) Open bidding is a form of bidding in which the bid solicitor does not limit the number of bidders;

b) Limited bidding is a form of bidding in which the bid solicitor invites only a certain number of contractors to bid.

2. The selection of the form of open bidding or limited bidding shall be decided by the bid solicitor.

Article 216. Bidding method

1. Bidding methods include one-envelope bidding and two-envelope bidding. The bid solicitor has the right to choose the bidding method and must notify the bidders in advance.

2. In case of bidding by the one-envelope bidding method, the bidders shall submit their bids including technical proposals and financial proposals in one envelope according to the requirements of the bidding documents. and bid opening is conducted only once.

3. In case of bidding by the two-envelope bidding method, the bidders shall submit their bids including technical proposals and financial proposals in separate dossier bags submitted at the same time. points and bid opening is conducted twice. Technical proposals will be opened first.

Article 217. Pre-qualification of bidders

The bid solicitor may organize pre-qualification of the bidders in order to select the bidders capable of satisfying the conditions set by the bid solicitor.

Article 218. bidding documents

1. Bidding documents include:

a) Notice of invitation for bids;

b) Requirements related to the goods and services to be tendered;

c) Methods of evaluation, comparison, ranking and selection of contractors;

d) Other instructions related to bidding.

2. Expenses for providing dossiers to bidders shall be regulated by the bid solicitor.

Article 219. Tender notice

1. A notice of invitation for bids includes the following principal contents:

a) Name and address of the bid solicitor;

b) Summary of bidding contents;

c) Time limit, place and procedures for receiving bidding documents;

d) Time limit, location and procedures for submitting bids;

d) Instructions for understanding the bidding documents.

2. The bid solicitor is responsible for making a public announcement on the mass media in the case of open bidding or sending notices of invitation for bid registration to qualified contractors in the case of limited bidding. regime.

Article 220. Instructions for Bidders

The bid solicitor is responsible for instructing the bidders on the bidding conditions and procedures to be applied in the bidding process and answering the bidders' questions.

Article 221. Tender Management

The bid solicitor is responsible for managing bids.

Article 222. Bid Guarantee

1. Bid security is provided in the form of a deposit, a deposit or a bid guarantee.

2. The bid solicitor may require bidders to pay a deposit, deposit or bid guarantee upon submission of bids. The rate of deposit and bid deposit shall be prescribed by the bid solicitor, but must not exceed 3% of the total estimated value of the goods and services for bidding.

3. The bid solicitor shall prescribe the form and conditions of deposit, deposit or bid guarantee. In the case of a deposit or deposit, the bid deposit or deposit shall be returned to the unsuccessful bidder within seven working days from the date of announcement of the bidding results.

4. Bidders are not entitled to receive back deposit or bid deposit in case of withdrawal of bids after the deadline for bid submission (referred to as bid closing time), failure to sign contracts or from refuse to perform the contract in case of winning the bid.

5. The party receiving the guarantee for the bidder is obliged to guarantee the bid for the guaranteed party within the value equivalent to the deposit or deposit amount.

Article 223. Confidentiality of bidding information

1. The bid solicitor must keep the bid dossier confidential.

2. Organizations and individuals involved in the organization of bidding and consideration for selection of tenders must keep confidential information related to the bidding.

Article 224. Bid opening

1. Bid opening means the organization of opening bids at a fixed time or, in the absence of a predetermined time, the time of bid opening is immediately after bid closing.

2. The bids submitted on time must be publicly opened by the bid solicitor. Bidders have the right to participate in the bid opening.

3. Bids submitted on time are not accepted and returned to bidders in unopened form.

Article 225. Review bids when opening bids

1. The bid solicitor considers the validity of the bid documents.

2. The bid solicitor may request the bidders to explain the unclear contents in the bid dossier. The request and interpretation of bids must be in writing.

Article 226. Minutes of bid opening

1. When opening bids, the bid solicitor and the present bidders must sign the minutes of bid opening.

2. The bid opening minutes must contain the following contents:

a) Names of goods or services for bidding;

b) Date, time and place of bid opening;

c) Name and address of the bid solicitor and the bidders;

d) Bidding prices of the bidders;

dd) Amendments, supplements and related contents, if any.

Article 227. Evaluate and compare bids

1. Bid dossiers are evaluated and compared according to each standard as a basis for comprehensive evaluation.

The criteria for evaluation of bids shall be prescribed by the bid solicitor.

2. The criteria specified in Clause 1 of this Article shall be evaluated by the scoring method according to the scale or other method already fixed before the bid opening.

Article 228. Amendment of bids

1. Bidders may not modify their bids after bids have been opened.

2. During the evaluation and comparison of bids, the bid solicitor may request the bidders to clarify issues related to the bids. Requests of bid solicitors and responses of bidders must be made in writing.

3. In case the bid solicitor amends some contents in the bidding dossier, the bid solicitor must send the revised content in writing to all bidders at least before the deadline for bid submission. at least ten days for the bidders to have conditions to further complete their bids.

Article 229. Rating and selection of contractors

1. Based on the results of bid evaluation, the bid solicitor must rank and select the bidders according to the fixed method.

2. In case there are many bid participants with the same number of points and winning criteria, the bid solicitor has the right to choose a contractor.

Article 230. Notice of bidding results and contract signing

1. Right after the bidding results are available, the bid solicitor is responsible for notifying the bidding results to the bidders.

2. The bid solicitor shall finalize and sign the contract with the bid winner on the following basis:

a) Bidding results;

b) Requirements stated in the bidding documents;

c) Contents stated in the bid documents.

Article 231. Ensure performance of contracts

1. The parties may agree that the successful bidder must deposit, deposit or be guaranteed to secure the contract performance. The amount of deposit and deposit shall be specified by the bid solicitor, but not exceeding 10% of the contract value.

2. The contract performance security measure is valid until the time the bid-winning party fulfills its contractual obligations.

3. Unless otherwise agreed, the winning party is entitled to receive back the deposit and security deposit for contract performance upon contract liquidation. The bid-winning party is not entitled to receive back the deposit or security deposit for the performance of the contract if it refuses to perform the contract after the contract is signed.

4. After paying the deposit and security deposit for the performance of the contract, the successful bidder will be refunded the deposit and bid deposit.

Article 232. Bidding again

The re-bidding shall be held in one of the following cases:

1. There is a violation of regulations on bidding;

2. All bidders fail to meet the bidding requirements.

SECTION 4. LOGISTICS SERVICES

Article 233. Services of Logistics

Logistics service is a commercial activity whereby a trader organizes to perform one or more jobs including receiving goods, transporting, storing, storing, customs clearance, other paperwork, consulting services. Customer consultation, packaging, marking, delivery or other services related to goods as agreed with the customer for remuneration. Logistics service is transliterated in Vietnamese as a logical service.

Article 234. Conditions for logistics service business

1. Trader providing logistics services is an enterprise that fully meets the conditions for providing logistics services as prescribed by law.

2. The Government shall detail the conditions for providing logistics services.

Article 235. Rights and obligations of traders providing logistics services

1. Unless otherwise agreed, traders providing logistics services have the following rights and obligations:

a) To be entitled to service remuneration and other reasonable expenses;

b) In the course of contract performance, if there is a legitimate reason for the benefit of the customer, the trader providing logistics services may perform differently from the customer's instructions, but must immediately notify the customer. ;

c) When there is a situation that may lead to the failure to implement part or all of the instructions of the customer, the customer must immediately notify the customer for instructions;

d) If there is no agreement on a specific time limit for performing obligations with customers, they must perform their obligations within a reasonable time.

2. When carrying out the transportation of goods, traders providing logistics services must comply with the provisions of law and transport practices.

Article 236. Rights and obligations of customers

Unless otherwise agreed, customers have the following rights and obligations:

1. To guide, inspect and supervise the contract performance;

2. Provide full instructions for traders providing logistics services;

3. Detailed, complete, accurate and timely information on goods for traders providing logistics services;

4. Packing and marking goods according to the goods sale and purchase contract, unless there is an agreement for the trader providing logistics services to undertake this work;

5. To compensate for damage and pay reasonable expenses incurred by the trader providing logistics services if he/she has properly performed his/her instructions or in the case caused by his/her fault;

6. To pay traders providing logistics services with all amounts due for payment.

Article 237. Cases of liability exemption for traders providing logistics services

1. In addition to the cases of liability exemption specified in Article 294 of this Law, a trader providing logistics services is not responsible for damage to goods arising in the following cases:

a) Loss is due to the fault of the customer or the person authorized by the customer;

b) Loss incurred because the trader providing logistics services strictly follow the instructions of the customer or the person authorized by the customer;

c) The loss is caused by a defect in the goods;

d) Loss incurred in the cases of liability exemption under the provisions of law and transport practices if the trader providing logistics services organizes transportation;

dd) The trader providing logistics services does not receive a notice of complaint within fourteen days from the date the trader providing logistics services delivers the goods to the recipient;

e) After being complained, the trader providing logistics services does not receive notice of being sued at Arbitration or Court within nine months from the date of delivery.

2. Traders providing logistics services are not responsible for the loss of profits that are supposed to be enjoyed by customers, for the delay or for performing logistics services at the wrong location through no fault of their own.

Article 238. Limitation of Liability

1. Unless otherwise agreed, the full liability of a trader providing logistics services shall not exceed the limit of liability for loss of all goods.

2. The Government shall detail the limitation of liability for traders providing logistics services in accordance with the provisions of international laws and practices.

3. A trader providing logistics services is not entitled to limit liability to compensation for damage, if the person with related rights and interests proves that the loss, damage or delayed delivery of goods is caused by the business trader. the logistics service operator knowingly acts or fails to act to cause loss, damage, delay or has acted or failed to act in a reckless manner and knowing that such loss, damage or delay is certain happen.

Article 239. The right to lie and dispose of goods

1. A trader providing logistics services has the right to hold a certain quantity of goods and documents related to such quantity of goods in order to collect the due debt of the customer, but must immediately notify in writing. for customers.

2. After a time limit of forty-five days from the date of notification of goods seizure or goods-related documents, if the customer fails to pay the debt, the trader providing logistics services has the right to dispose of the goods or securities. then in accordance with the law; in case the goods show signs of damage, the trader providing logistics services has the right to dispose of the goods as soon as there is any due debt of the customer.

3. Before disposing of goods, traders providing logistics services must immediately notify customers of the disposition of such goods.

4. All costs of holding and disposing of goods shall be borne by customers.

5. Traders providing logistics services may use the proceeds from the disposition of goods to pay the amounts owed by their customers and related expenses; If the proceeds of the disposition exceed the amount of the debt, the excess must be returned to the customer. From that point on, the trader providing logistics services is not responsible for the goods or documents that have been disposed of.

Article 240. Obligations of traders providing logistics services when holding goods

When the right to dispose of goods has not yet been exercised as prescribed in Article 239 of this Law, a trader providing logistics services exercising the lien right has the following obligations:

1. Preservation and preservation of goods;

2. The goods may not be used without the consent of the party having the goods detained;

3. Returning goods when the conditions for holding and disposing of goods specified in Article 239 of this Law no longer exist;

4. Compensate for damage to the party whose goods are detained if they lose or damage the goods held in custody.

SECTION 5. TRANSIT OF GOODS THROUGH VIETNAM AND TRANSIT SERVICES

Article 241. Cargo transit

Cargo transit means the transportation of goods owned by foreign organizations or individuals through the Vietnamese territory, including transshipment, transshipment, storage, consignment separation, and change in modes of transport. or other work performed during transit.

Article 242. Right to transit goods

1. All goods owned by a foreign organization or individual may transit Vietnam's territory and only need to go through customs procedures at the border gate of importation and the border gate of exportation as prescribed by law, except for the following cases: the following case:

a) Goods are weapons, ammunition, explosives and other highly dangerous goods, unless otherwise permitted by the Prime Minister;

b) Goods banned from business, export or import may only transit Vietnam's territory with the permission of the Minister of Trade.

2. Goods in transit for export, and means of transport carrying goods in transit when exiting the Vietnamese territory must be exactly the whole of the imported goods and means of transport that have entered the Vietnamese territory.

3. Foreign organizations and individuals wishing to transit goods through the Vietnamese territory must hire Vietnamese traders providing transit services, except for the case specified in Clause 4 of this Article.

4. Foreign organizations and individuals transiting goods through the Vietnamese territory by themselves or hiring foreign traders to transit goods through the Vietnamese territory shall comply with international treaties to which the Socialist Republic of Vietnam is a member. Socialist Republic of Vietnam is a member and must comply with the provisions of Vietnamese law on exit, entry and transportation.

Article 243. Transit route

1. Goods may only be transited through international border gates and along certain routes in the Vietnamese territory.

2. Pursuant to international treaties to which the Socialist Republic of Vietnam is a contracting party, the Minister of Transport shall specify the route for transporting goods in transit.

3. During the transit time, the change of route for transporting goods in transit must be approved by the Minister of Transport.

Article 244. Transit by air

Transit by air shall comply with the provisions of international treaties on aviation to which the Socialist Republic of Vietnam is a contracting party.

Article 245. Supervision of goods in transit

Goods in transit through the territory of Vietnam must be under the supervision of the Vietnamese customs authority during the entire transit period.

Article 246. Transit time

1. The maximum transit time within the Vietnamese territory is thirty days from the date of completion of customs procedures at the import border gate, unless goods are stored in Vietnam or are damaged or lost in the process. transit process.

2. In case goods are stored in Vietnam or are damaged or lost during transit, requiring more time to store and remedy damage or loss, the transit time will be extended. the time limit corresponds to the time necessary to perform such tasks and must be approved by the customs office where the transit procedures are carried out; in case goods are in transit under the license of the Minister of Trade, they must be approved by the Minister of Trade.

3. During the period of storage and repair of damage or loss specified in Clause 2 of this Article, goods and means of transport carrying goods in transit must still be subject to the supervision of the Vietnamese Customs authority.

Article 247. Goods in transit for consumption in Vietnam

1. Transit goods specified at Points a and b, Clause 1, Article 242 of this Law are not allowed to be consumed in Vietnam.

2. Except for the case specified in Clause 1 of this Article, goods in transit may be consumed in Vietnam if they are approved in writing by the Minister of Trade.

3. The consumption of goods in transit in Vietnam must comply with the provisions of Vietnamese law on import of goods, taxes, fees, charges and other financial obligations.

Article 248. Prohibited acts in transit

1. Payment of transit remuneration by goods in transit.

2. Illegally consuming goods or means of transport carrying goods in transit.

Article 249. Cargo transit service

Cargo transit service is a commercial activity whereby traders transit through Vietnamese territory for goods owned by foreign organizations or individuals to receive remuneration.

Article 250. Conditions for transit service business

Traders providing transit services must be enterprises that have registered to provide transport services and provide logistics services as prescribed in Article 234 of this Law.

Article 251. Contract for transit service

The transit service contract must be made in writing or in another form with equivalent legal validity.

Article 252. Rights and obligations of transit service hirers

1. Unless otherwise agreed, the transit service hirer has the following rights:

a) Request the transit service provider to receive the goods at the border gate of import according to the agreed time;

b) Request the transit service provider to promptly notify the status of the goods in transit during the transit time in the territory of Vietnam;

c) Request the transit service provider to carry out all necessary procedures to limit the loss and damage to goods in transit during transit in the territory of Vietnam.

2. Unless otherwise agreed, the transit service hirer has the following obligations:

a) Bring the goods to the import border gate of Vietnam according to the agreed time;

b) Fully provide the transit service provider with necessary information about the goods;

c) Provide all necessary documents for the transit service provider to carry out import and transport procedures within the Vietnamese territory and carry out export procedures;

d) Payment of transit remuneration and other reasonable expenses to the transit service provider.

Article 253. Rights and obligations of transit service providers

1. Unless otherwise agreed, transit service providers have the following rights:

a) Request the transit service hirer to bring the goods to the import border gate of Vietnam according to the agreed time;

b) Request the transit service hirer to provide all necessary information about the goods;

c) Request the transit service hirer to supply all necessary documents to carry out import and transport procedures within the Vietnamese territory and carry out export procedures;

d) Receive transit remuneration and other reasonable expenses.

2. Unless otherwise agreed, transit service providers have the following obligations:

a) Receive goods at the border gate of importation according to the agreed time;

b) Carrying out procedures for importing and exporting goods in transit out of the Vietnamese territory;

c) Take responsibility for goods in transit during transit in the territory of Vietnam;

d) Perform necessary tasks to limit loss and damage to goods in transit during the transit time within the territory of Vietnam;

dd) Pay fees and charges and fulfill other financial obligations for goods in transit in accordance with Vietnamese law;

e) Be responsible for cooperating with competent Vietnamese state agencies to handle issues related to goods in transit.

SECTION 6. SMALL INSPECTION SERVICES

Article 254. Inspection Service

Inspection service is a commercial activity whereby a trader performs necessary tasks to determine the actual condition of goods, service provision results and other contents at the request of customers. .

Article 255. Inspection content

The assessment includes one or several contents about quantity, quality, packaging, value of goods, origin of goods, loss, safety, hygiene standards, epidemic prevention, results of service implementation. services, methods of providing services and other contents at the request of customers.

Article 256. Traders providing commercial assessment services

Only traders who meet the conditions prescribed by law and have been granted business registration certificates for commercial assessment services are allowed to perform assessment services and issue assessment certificates.

Article 257. Conditions for providing commercial assessment services

Traders providing commercial assessment services must fully satisfy the following conditions:

1. Being an enterprise established in accordance with law;

2. Having qualified assessors as prescribed in Article 259 of this Law;

3. Capable of carrying out the process and methods of goods and service assessment according to the provisions of law and international standards or which have been widely applied by other countries in the assessment of such goods and services. .

Article 258. Business scope of commercial inspection services

Traders providing commercial assessment services may only provide assessment services in the areas of expertise when fully meeting the conditions specified in Clauses 2 and 3, Article 257 of this Law.

Article 259. Inspector standards

1. An assessor must fully meet the following criteria:

a) Having a university or college degree suitable to the requirements of the assessment field;

b) Having a professional certificate in the field of expertise in cases where it is required by law to have a professional certificate;

c) Having at least three years working in the field of goods and service assessment.

2. Based on the criteria specified in Clause 1 of this Article, the director of the assessment service business shall recognize the assessor and take responsibility before law for his/her decision.

Article 260. Assessment certificate

1. An assessment certificate is a document determining the actual condition of goods or services according to the assessment contents requested by the customer.

2. The assessment certificate must bear the signature of the authorized representative of the trader providing assessment services, the signature and full name of the assessor and must be stamped with a professional seal registered at the competent authority. authorization.

3. The assessment certificate is only valid for the inspected contents.

4. The trader providing assessment services is responsible for the accuracy of the results and conclusions in the assessment certificate.

Article 261. Legal validity of the assessment certificate for the party requesting the assessment

The assessment certificate is legally valid for the assessment requester if the assessment requester fails to prove that the assessment results are unbiased, dishonest or technical or professional.

Article 262. Legal value of the assessment certificate for the parties to the contract

1. In cases where the parties have agreed on the use of an assessment certificate of a particular trader providing assessment services, such assessment certificate is legally valid for all parties if it is not certified. prove that the assessment results are not objective, dishonest or technical or professional.

2. In case the parties do not agree on the use of the assessment certificate of a particular trader providing assessment services, the assessment certificate is only valid for the party requesting the assessment according to the provisions of law. prescribed in Article 261 of this Law. The other party to the contract has the right to request re-examination.

3. When the re-assessment certificate has different results from the original assessment certificate, the following handling shall be made:

a) Where the trader providing assessment services that issues the initial assessment certificate acknowledges the results of the re-assessment certificate, the results of the re-assessment certificate shall be legally valid for all parties;

b) In case the trader providing assessment services that issues the initial assessment certificate does not accept the results of the re-assessment certificate, the parties shall agree to select another trader providing assessment services for re-assessment. the second time. The results of the second re-examination are legally valid for all parties.

Article 263. Rights and obligations of traders providing assessment services

1. Traders providing assessment services have the following rights:

a) Request the client to provide fully, accurately and promptly necessary documents to perform the assessment service;

b) Receive remuneration for assessment services and other reasonable expenses.

2. Traders providing assessment services have the following obligations:

a) Comply with standards and other provisions of law related to assessment services;

b) To conduct an honest, objective, independent, timely and accurate assessment according to the assessment process and methods;

c) Issuing assessment certificates;

d) Pay fines for violations and compensate for damage as prescribed in Article 266 of this Law.

Article 264. Customer's rights

Unless otherwise agreed, customers have the following rights:

1. To request the trader providing assessment services to conduct the assessment according to the agreed contents;

2. To request re-expertise if there is a legitimate reason to believe that the trader providing assessment services has not properly complied with his/her requirements or has performed the assessment without objectivity, truthfulness or technical error. expertise;

3. To request payment of fines for violations and compensation for damage as prescribed in Article 266 of this Law.

Article 265. Obligations of the customer

Unless otherwise agreed, customers have the following obligations:

1. To provide fully, accurately and promptly necessary documents to traders providing assessment services upon request;

2. To pay fees for assessment services and other reasonable expenses.

Article 266. Penalties for violations, compensation for damage in case of wrong assessment results

1. In case a trader providing assessment services that issues an assessment certificate has incorrect results due to his/her unintentional fault, he/she must pay a fine to the client. The fine level shall be agreed upon by the parties, but shall not exceed ten times the fee for assessment services.

2. In case a trader providing assessment services that issues an assessment certificate has false results due to his/her intentional fault, he/she must compensate for any damage incurred by the client directly requesting the assessment.

3. Customers are obliged to prove the wrong assessment results and errors of the traders providing assessment services.

Article 267. Inspection Authorization

In case a foreign trader providing assessment services is hired to conduct an assessment but has not yet been licensed to operate in Vietnam, such trader may authorize a trader providing assessment services already licensed to operate in Vietnam. Nam performs the assessment service but is still responsible for the assessment results.

Article 268. Inspection at the request of state agencies

1. Traders providing assessment services that fully meet the conditions and criteria suitable to the assessment requirements shall conduct the assessment at the request of state agencies.

2. State agencies requesting assessment shall pay assessment remuneration to traders providing assessment services as agreed between the two parties on the basis of market prices.

SECTION 7. RENTAL OF GOODS

Article 269. Goods rental

Leasing of goods is a commercial activity whereby one party transfers the right to possess and use goods (referred to as lessor) to another party (referred to as lessee) for a certain period of time in order to receive rental payment. .

Article 270. Rights and obligations of the lessor

Unless otherwise agreed, the lessor has the following rights and obligations:

1. Deliver the leased goods in accordance with the lease contract with the lessee;

2. To ensure that the lessee the right to possess and use the leased goods is not disputed by the relevant third party during the lease period;

3. To ensure that the leased goods are suitable for the lessee's use purposes as agreed upon by the parties;

4. Maintain and repair rental goods within a reasonable time. In case the repair and maintenance of leased goods is detrimental to the lessee's use of such goods, the lessee shall be responsible for reducing the rental price or extending the lease term in proportion to the maintenance and repair period. ;

5. Receive rental payments as agreed or prescribed by law;

6. Receive the leased goods back at the end of the lease term.

Article 271. Rights and obligations of the lessee

Unless otherwise agreed, the lessee has the following rights and obligations:

1. Possession and use of leased goods according to the lease contract and in accordance with the provisions of law. In the absence of a specific agreement on how to use the leased goods, the leased goods must be used in a manner appropriate to the nature of such goods;

2. To keep and preserve the leased goods during the lease term and return such goods to the lessor upon the expiry of the lease term;

3. Request the lessor to perform the maintenance and repair of the goods; If the lessor fails to perform this obligation within a reasonable time, the lessee may carry out maintenance and repair of the leased goods and the lessor shall bear the reasonable costs of such maintenance and repair. there;

4. Pay rent for goods as agreed or prescribed by law;

5. Not to sell or sublease rented goods.

Article 272. Repair, change the original condition of the rental goods

1. The lessee may not repair or change the original condition of the leased goods without the lessor's consent.

2. In case the lessee repairs or changes the original condition of the leased goods without the consent of the lessor, the lessor has the right to request the lessee to restore the original condition. of rental goods or claim for damages.

Article 273. Liability for loss during the lease term

1. Unless otherwise agreed, the lessor must bear the loss of the leased goods during the lease term if the lessee is not at fault for causing such loss.

2. In the case specified in Clause 1 of this Article, the lessor is responsible for repairing the leased goods within a reasonable time to ensure the lessee's use purpose.

Article 274. Transfer of risk on rental goods

Where the parties have agreed on the transfer of risk to the lessee but do not specify the time of risk transfer, the time of risk transfer is determined as follows:

1. In case the rental contract is related to the transportation of goods:

a) If the contract does not require the delivery of the leased goods at a particular place, the risk passes to the lessee when the leased goods are delivered to the first carrier;

b) If the contract requires the delivery of the leased goods at a specific location, the risk passes to the lessee or to the person authorized by the lessee to receive the goods at that location;

2. Where the leased goods are received by the consignee for delivery but not the carrier, the risk passes to the lessee when the consignee confirms the lessee's right of possession of the leased goods;

3. In other cases not specified in Clauses 1 and 2 of this Article, the risk is transferred to the lessee when the lessee receives the leased goods.

Article 275. Lease goods do not conform to the contract

In the absence of a specific agreement, goods are considered non-conforming with the contract when such goods fall into one of the following cases:

1. Not suitable for normal use purposes of goods of the same type;

2. Not suitable for specific purposes that the lessee has informed the lessor or the lessor must know at the time of signing the contract;

3. The quality is not guaranteed as the quality of the sample that the lessor has delivered to the lessee.

Article 276. Reject the goods

1. The lessor must give the lessee a reasonable time after receiving the goods for inspection.

2. The lessee has the right to refuse to receive the goods in the following cases:

a) The lessor does not give the lessee reasonable conditions and time to inspect the goods;

b) When inspecting the goods, the lessee finds that the goods do not conform to the contract.

Article 277. Correction and replacement of leased goods that are not in accordance with the contract

1. In case the lessee refuses to receive the leased goods due to non-conformity with the contract, if the time limit for delivery of goods remains, the lessor may immediately notify the lessee of the remedy or replacement. replace the goods and carry out the repair or replacement of the goods within the remaining period of time.

2. When the lessor implements the remedial measures specified in Clause 1 of this Article, which causes disadvantages or incurs unreasonable expenses for the lessee, the lessee has the right to request the lessor to remedy the disadvantage or pay the lessee. costs incurred.

Article 278. Accept rental goods

1. The lessee shall be deemed to have accepted the leased goods after the lessee has had a reasonable opportunity to inspect the leased goods and perform one of the following acts:

a) Failing to refuse rental goods;

b) Confirm the conformity of the leased goods with the agreement in the contract;

c) Confirm that the goods will be received, even if not in accordance with the agreement in the contract.

2. Where the lessee discovers a contract non-conformity of the goods after accepting the goods, such non-conformity can be determined through reasonable inspection prior to acceptance goods, the lessee must not rely on such nonconformity to return the goods.

Article 279. Withdraw accept

1. The lessee may withdraw acceptance of part or all of the leased goods if the non-conformity of the leased goods causes the lessee to fail to achieve the purpose of entering into the contract and falls into one of the following circumstances: the following case:

a) The lessor fails to make reasonable remedial measures as prescribed in Article 277 of this Law;

b) The lessee fails to detect the non-conformity of the goods resulting from the lessor's guarantee.

2. Withdrawal of acceptance must be made within a reasonable time, but not more than three months, from the time the lessee accepts the goods.

Article 280. Liability for defects in rental goods

Unless otherwise agreed, liability for defects in rental goods is specified as follows:

1. During the lease term, the lessor must be responsible for any defects in the leased goods that were present at the time the goods are delivered to the lessee, except for the cases specified in Clauses 2 and 3 of this Article. this;

2. The lessor is not responsible for any defects in the goods that existed before the time of entering into the contract, which the lessee knew or ought to have known about;

3. The lessor is not responsible for defects in the goods discovered after the lessee accepts the leased goods, which defects could be discovered by the lessee if a legitimate inspection is carried out. prior to accepting the goods;

4. The lessor shall be liable for any defect arising after the time of transfer of risk if such defect results from the lessor's breach of its committed obligation.

Article 281. Sublet

1. The lessee may sublease the goods only with the consent of the lessor. The lessee shall be responsible for the sublease goods unless otherwise agreed upon with the lessor.

2. In case the lessee sub-leases the leased goods without the consent of the lessor, the lessor has the right to cancel the lease contract. The lessee must be responsible for immediately returning the goods to the lessor.

Article 282. Benefits arising during the lease term

Unless otherwise agreed, all benefits arising from the leased goods during the lease term belong to the lessee.

Article 283. Change of ownership during the lease term

Any change of title to the leased goods does not affect the validity of the lease.

SECTION 8. FRANCHISORS

Article 284. Franchising

Franchising is a commercial activity whereby the franchisor permits and requires the franchisee to conduct the purchase and sale of goods and provide services under the following conditions:

1. The purchase and sale of goods and provision of services shall be conducted in accordance with the manner of business organization prescribed by the franchisor and shall be associated with the trademark, trade name, business secret, and business slogan. , business logo, advertising of the franchisor;

2. The franchisor has the right to control and assist the franchisee in running the business.

Article 285. Franchise Agreement

The franchise contract must be made in writing or in another form with equivalent legal validity.

Article 286. Rights of franchisors

Unless otherwise agreed, franchisors have the following rights:

1. Receiving franchise money;

2. Organize advertising for the franchise system and franchise network;

3. Periodically or irregularly inspect the franchisee's operation in order to ensure the consistency of the franchise system and the stability of the quality of goods and services.

Article 287. Obligations of the franchisor

Unless otherwise agreed, franchisors have the following obligations:

1. Provide manuals on the franchise system to franchisees;

2. Initial training and provision of regular technical assistance to franchisees to operate operations in accordance with the franchise system;

3. Design and arrange sales and service provision locations at the franchisee's expense;

4. To guarantee the intellectual property rights to the subjects stated in the franchise contract;

5. Equal treatment of franchisees in the franchise system.

Article 288. Rights of franchisee traders

Unless otherwise agreed, franchisees have the following rights:

1. To request the franchisor to provide adequate technical assistance related to the franchising system;

2. Require franchisors to treat them equally with other franchisees in the franchise system.

Article 289. Obligations of franchisee

Unless otherwise agreed, franchisees have the following obligations:

1. Payment of franchise fees and other payments under the franchise contract;

2. Invest in sufficient physical facilities, financial resources and human resources to receive the rights and business know-how transferred by the franchisor;

3. Accept the franchisor's control, supervision and guidance; comply with the requirements on design, arrangement of sales and service provision of the franchisor;

4. Keep the franchised business secret secret, even after the franchise contract ends or terminates;

5. Stop using trademarks, trade names, business slogans, business logos and other intellectual property rights (if any) or the franchisor's system upon termination or termination of the contract. Franchising;

6. Operating operations in accordance with the franchise system;

7. No sub-franchise is allowed without the consent of the franchisor.

Article 290. Sub-franchise to a third party

1. The franchisee has the right to sublicense the franchise to a third party (referred to as the subfranchise) if it is approved by the franchisor.

2. The franchisee has the rights and obligations of the franchisee specified in Articles 288 and Article 289 of this Law.

Article 291. Register for a franchise

1. Before franchising, the intended franchisor must register with the Ministry of Trade.

2. The Government shall detail the conditions for doing business by mode of franchising and the order and procedures for franchise registration.

Chapter VII

Sanctions in TRADE AND DISPUTE SETTLEMENT IN TRADE

SECTION 1. TRADE Sanctions

Article 292. Types of sanctions in trade

1. Forcible performance of the contract.

2. Penalties for violations.

3. Forcible compensation for damage.

4. Suspension of contract performance.

5. Suspension of contract performance.

6. Cancellation of the contract.

7. Other measures agreed by the parties not contrary to basic principles of Vietnamese law, international treaties to which the Socialist Republic of Vietnam is a signatory and international trade practices.

Article 293. Apply sanctions in trade for non-essential violations

Unless otherwise agreed, the aggrieved party may not apply the sanction of suspension of contract performance, termination of contract performance or contract cancellation for non-essential violations.

Article 294. Cases of exemption from liability for violations

1. Contract breaching party is exempt from liability in the following cases:

a) There is a case of liability exemption as agreed by the parties;

b) A force majeure event occurs;

c) The breach by one party is entirely due to the fault of the other party;

d) A breach by one party due to the implementation of a decision of a competent state management agency that the parties could not have known at the time of entering into the contract.

2. The party violating the contract is obliged to prove the cases of liability exemption.

Article 295. Notice and confirmation of disclaimer

1. The party violating the contract must immediately notify in writing to the other party about the case of liability exemption and possible consequences.

2. When the case of liability exemption terminates, the party violating the contract must immediately notify the other party; if the violating party fails to notify or fails to promptly notify the other party, it must compensate for damage.

3. The violating party has the obligation to prove to the aggrieved party about his/her liability exemption.

Article 296. Extend the time limit, refuse to perform the contract in case of force majeure

1. In case of force majeure, the parties may agree to extend the time limit for performance of contractual obligations; if the parties fail to reach an agreement or fail to reach an agreement, the time limit for performance of contractual obligations shall be counted for an additional time equal to the time of occurrence of the force majeure event plus a reasonable time to remedy the consequences, but may not exceed the following deadlines:

a) Five months, for goods and services, for which the agreed time limit for delivery or service provision does not exceed twelve months, from the time the contract is concluded;

b) Eight months for goods and services for which the agreed time limit for delivery or service provision is more than twelve months from the time the contract is concluded.

2. In case the time limit is extended beyond the time limit specified in Clause 1 of this Article, the parties have the right to refuse to perform the contract and neither party has the right to demand compensation from the other party.

3. In case of refusal to perform a contract, within ten days from the end of the time limit specified in Clause 1 of this Article, the refusing party must notify the other party before the other party starts performing the contract. perform contractual obligations.

4. The extension of time limit for performance of contractual obligations specified in Clause 1 of this Article does not apply to contracts for goods sale and purchase or provision of services with a fixed term on delivery or completion of services.

Article 297. Forced the correct performance of the contract

1. Forcing the correct performance of a contract means that the aggrieved party requires the breaching party to properly perform the contract or use other measures to get the contract performed and the breaching party must bear the costs incurred.

2. In case the violating party fails to deliver goods or provide services in contravention of the contract, it must deliver goods in full or provide services as agreed upon in the contract. In case the violating party delivers goods or provides services of poor quality, it must eliminate defects of the goods or services, or provide alternative goods or provide services in accordance with the contract. The infringing party may not use money or goods of different types or services to replace without the consent of the infringing party.

3. In case the violating party fails to comply with the provisions of Clause 2 of this Article, the aggrieved party has the right to purchase goods and/or receive services from another person for replacement according to the type of goods or services specified in this Article. contract and the breaching party must pay the difference and related costs, if any; reserves the right to correct defects in the goods or services and to pay actual reasonable costs.

4. The aggrieved party must receive goods, receive services and pay for goods and services, if the violating party has fully performed its obligations as prescribed in Clause 2 of this Article.

5. Where the violating party is the purchaser, the seller has the right to request the buyer to pay, receive the goods or perform other obligations of the buyer specified in the contract and in this Law.

Article 298. Extension of time to perform obligations

In case of forcing the correct performance of a contract, the aggrieved party may extend a reasonable time for the breaching party to perform its contractual obligations.

Article 299. The relationship between the enforcement of the contract and other types of sanctions

1. Unless otherwise agreed, during the time of application of sanctions for forced performance of the contract, the aggrieved party has the right to claim compensation for damage and fines for breach but may not apply other sanctions.

2. In case the breaching party fails to implement the sanction to force the correct performance of the contract within the time limit set by the aggrieved party, the aggrieved party may apply other sanctions to protect its legitimate interests.

Article 300. Violations

Penalty for violation means that the aggrieved party requests the violating party to pay a fine for breach of contract if so agreed in the contract, except for the cases of liability exemption specified in Article 294 of this Law.

Article 301. Penalties for violation

The fine level for breach of contractual obligations or the total penalty for many violations shall be agreed upon by the parties in the contract, but not exceeding 8% of the value of the breached contractual obligation portion, except for the case specified in Clause 266 of this Article. Article XNUMX of this Law.

Article 302. Damages

1. Compensation for damage means the breaching party's compensation for the damage caused by the breach of contract to the breached party.

2. The value of compensation for damage includes the value of actual and direct loss suffered by the aggrieved party caused by the infringing party and the direct benefits that the aggrieved party would have enjoyed if no action was taken. violation violation.

Article 303. The basis for arising liability for damage compensation

Except for the cases of liability exemption specified in Article 294 of this Law, the liability to compensate for damage arises when the following factors are fully satisfied:

1. There is an act of breach of contract;

2. There is actual damage;

3. Contract breach is the direct cause of damage.

Article 304. Obligation to prove loss

The party claiming damages must prove the loss, the extent of the loss caused by the breach, and the direct profit that the aggrieved party would have enjoyed if the breach had not occurred.

Article 305. Obligation to limit loss

The party claiming compensation for damage must apply reasonable measures to limit the loss, including loss to the direct profit it should have enjoyed as a result of the breach of contract; if the party claiming damages does not take such measures, the breaching party has the right to demand a reduction in the value of damages by the amount of loss that could have been limited.

Article 306. Right to claim interest for late payment

In case the breaching party is late to pay the goods or to pay service fees and other reasonable expenses, the breached party has the right to demand interest on the late payment according to the interest rate. average overdue debt on the market at the time of payment corresponding to the time of late payment, unless otherwise agreed or otherwise provided by law.

Article 307. Relationship between penalties for violations and compensation for damage

1. If the parties do not agree on penalties for violations, the aggrieved party shall only have the right to claim compensation for damage, unless otherwise provided for by this Law.

2. Where the parties have agreed on penalties for violations, the aggrieved party has the right to apply both penalties for violations and compensatory damages, unless otherwise provided for by this Law.

Article 308. Suspension of contract performance

Except for the cases of liability exemption specified in Article 294 of this Law, suspension of contract performance is the temporary failure of a party to perform a contractual obligation in one of the following cases:

1. The occurrence of a breach that the parties have agreed is a condition for temporary suspension of contract performance;

2. One party fundamentally violates the contractual obligations.

Article 309. Legal consequences of suspension of contract performance

1. When a contract is suspended, the contract is still valid.

2. The aggrieved party has the right to claim compensation in accordance with this Law.

Article 310. Suspension of contract performance

Except for the cases of liability exemption specified in Article 294 of this Law, contract performance suspension means a party's termination of the performance of a contractual obligation in one of the following cases:

1. The occurrence of a breach that the parties have agreed is a condition for contract termination;

2. One party fundamentally violates the contractual obligations.

Article 311. Legal consequences of suspension of contract performance

1. When a contract is suspended from performance, the contract shall terminate from the time one party receives a notice of suspension. The parties are not required to continue to perform their contractual obligations. The party that has performed the obligation has the right to request the other party to pay or perform the reciprocal obligation.

2. The aggrieved party has the right to claim compensation in accordance with this Law.

Article 312. Cancellation of contract

1. Cancellation of contract includes cancellation of the entire contract and cancellation of a part of the contract.

2. Cancellation of the entire contract is the complete abolition of the performance of all contractual obligations with respect to the entire contract.

3. Cancellation of a part of a contract is the cancellation of a part of the contractual obligations, while the remaining parts of the contract are still valid.

4. Except for the cases of liability exemption specified in Article 294 of this Law, the sanctions for contract cancellation shall be applied in the following cases:

a) There is a breach that the parties have agreed upon as a condition for canceling the contract;

b) One party fundamentally violates the contractual obligations.

Article 313. Cancellation of contract in case of partial delivery of goods or provision of services

1. Where there is an agreement on partial delivery of goods or provision of services, if a party fails to perform its obligations in the delivery of goods or provision of services and this constitutes a fundamental breach of delivery of such goods or provision of services, the other party shall have the right to declare the cancellation of the contract for the time of delivery or provision of services.

2. In case one party fails to perform its obligations for a delivery or service provision, it is the basis for the other party to conclude that a fundamental breach will occur for the following deliveries or service provision. then the aggrieved party has the right to declare cancellation of the contract for subsequent deliveries or service provision, provided that such party must exercise this right within a reasonable time.

3. Where a party has declared to cancel the contract for a single delivery or service provision, that party still has the right to declare the cancellation of the contract for the deliveries or service provision performed. or will do so later if the reciprocal relationship between deliveries leads to the fact that the delivered goods or services cannot be used for the purposes intended by the parties at the time of signing. contract.

Article 314. Legal consequences of contract cancellation

1. Except for the case specified in Article 313 of this Law, after the contract is canceled, the contract becomes invalid from the time of signing, the parties are not required to continue to perform the obligations agreed upon in the contract. , except for agreements on rights and obligations after contract cancellation and on dispute settlement.

2. The parties have the right to reclaim benefits resulting from the performance of their obligations under the contract; if both parties are obliged to repay, their obligations must be performed at the same time; in case it is not possible to repay with the benefits received, the obligor must repay in cash.

3. The aggrieved party has the right to claim compensation in accordance with this Law.

Article 315. Notice of suspension of contract performance, termination of contract performance or contract cancellation

The party that suspends contract performance, terminates contract performance or cancels the contract must immediately notify the other party of the suspension, suspension or cancellation of the contract. In case of failure to immediately notify and cause damage to the other party, the party who suspends contract performance, terminates contract performance or cancels the contract must compensate for damage.

Article 316. Right to claim damages when other remedies have been applied

Neither party loses its right to claim damages for the other party's breach of contract loss when other remedies have been applied.

SECTION 2. DISPUTE SETTLEMENT IN COMMERCE

Article 317. Dispute resolution form

1. Negotiation between parties.

2. Mediation between the parties is chosen by an agency, organization or individual as agreed upon by the parties to act as a mediator.

3. Settlement at Arbitration or Court.

Procedures for settlement of commercial disputes at arbitrations or courts shall be carried out according to the proceedings of arbitrations and courts prescribed by law.

Article 318. Complaint deadline

Except for the case specified at Point dd, Clause 1, Article 237 of this Law, the time limit for lodging a complaint shall be agreed upon by the parties.

1. Three months from the date of delivery for claims about quantity of goods;

2. Six months from the date of delivery for complaints about goods quality; in the case of goods with a warranty, the time limit for making a complaint is three months from the date of expiration of the warranty period;

3. Nine months from the date on which the infringing party must fulfill its contractual obligations or, in the case of a warranty, from the date of expiration of the warranty period for claims about other breaches.

Article 319. Time limit for filing a lawsuit

The statute of limitations for initiating lawsuits applicable to commercial disputes is two years from the time when lawful rights and interests are infringed, except for the case specified at Point e, Clause 1, Article 237 of this Law.

Chapter VIII

HANDLING OF VIOLATIONS ON COMMERCIAL LAW

Article 320. Acts of violating commercial law

1. Acts of violation of the law on commerce include:

a) Violations against regulations on business registration; the trader's business license; establishment and operation of representative offices and branches of Vietnamese and foreign traders;

b) Violations against regulations on domestically traded goods and services and exported and imported goods and services; temporary import, re-export, temporary export, re-import; border transfer; transit;

c) Violating the tax regime, invoices, vouchers, accounting books and reports;

d) Violations against regulations on prices of goods and services;

dd) Violations against regulations on labeling of domestically circulated goods and exported and imported goods;

e) Smuggling and trading in smuggled goods, trading in counterfeit goods or raw materials and materials serving the production of counterfeit goods or illegal business;

g) Violations against regulations related to the quality of goods and services for domestic business and exported and imported goods and services;

h) Fraud or deceive customers when buying and selling goods or providing services;

i) Violating regulations related to consumer protection;

k) Violations against regulations on intellectual property rights for goods and services for domestic business and for export and import;

l) Violations against regulations on origin of goods;

m) Other violations in commercial activities as prescribed by law.

2. The Government shall specify acts of violation of the law on commerce specified in Clause 1 of this Article.

Article 321. Forms of handling violations of the law on commerce

1. Depending on the nature and seriousness of the violation and the consequences, organizations and individuals shall be handled in one of the following forms:

a) Sanctions according to the provisions of law on handling of administrative violations;

b) In case the violation has sufficient elements to constitute a crime, the violator shall be examined for penal liability in accordance with law.

2. In case the violation causes damage to the interests of the State, the lawful rights and interests of organizations and individuals, the damage must be compensated according to the provisions of law.

Article 322. Sanctions for administrative violations in commercial activities

The Government shall specify the sanction of administrative violations in commercial activities.

Chapter IX

TERMS ENFORCEMENT

Article 323. Enforcement

This law takes effect from the date of April, April, April and April of the year.

This Law replaces the Commercial Law of 10 May 5.

Article 324. Detailed regulations and implementation guidance

The Government shall detail and guide the implementation of this Law.

This Law was passed by Session XI of the National Assembly of the Socialist Republic of Vietnam on the day of April, June, June, June and October.

PRESIDENT OF CONGRESS

 

 

Nguyen Van An

 

Tag #

Reading time: 187 min

Category

Meet an expert now

Helps you understand the problem properly before deciding on a solution.

You need a Solution

We are ready to accompany you to understand correctly and do correctly.

Freedom to explore

Experience it your way! Access the knowledge base.
Sign up
CONSULTATION NOW

We will help you understand correctly and propose a detailed solution that best suits your needs and goals.