THE NATIONAL
ASSEMBLY
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness ---------- |
Law No.36/2005/QH11
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Hanoi, June 14, 2005
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LAW
(No. 36/2005/QH11)
Pursuant to Article 103 and Article 106 of
the 1992 Constitution of the Socialist Republic of Vietnam, which was amended
and supplemented under Resolution No. 51/2001/QH10 of 25 December, 2001, of the
X th National Assembly, the 10 th session;
This Law provides for commercial activities.
This Law provides for commercial activities.
Chapter
I
GENERAL PROVISIONS
SECTION
1. GOVERNING SCOPE AND SUBJECTS OF APPLICATION
Article 1.- Governing scope
1. Commercial activities conducted in the
territory of the Socialist Republic of Vietnam.
2. Commercial activities conducted outside
the territory of the Socialist Republic of Vietnam in cases where the involved
parties agree to this Law for application, or where a foreign law or a treaty
to which the Socialist Republic of Vietnam is a contracting party stipulates
the application of this Law.
3. Activities not for profit purposes conducted
by a party in its transactions with traders in the territory of the Socialist
Republic of Vietnam in cases where the party conducting such not-for-profit
activities chooses to apply this Law.
Article 2.- Subjects of application
1. Traders conducting commercial activities
as provided for in Article 1 of this Law.
2. Other organizations and individuals
conducting commerce-related activities.
3. Basing itself on the principles provided
for by this Law, the Government shall specify the application of this Law to
individuals who independently and regularly conduct commercial activities
without having to make business registration.
Article 3.- Interpretation of terms
In this Law, the following terms shall be
construed as follows:
1. Commercial
activities mean activities for the purpose of generating profits,
including: sale and purchase of goods, provision of services, investment,
commercial promotion and other activities for the profit purpose.
2. Goods
include:
a/ All types of movables, including those to
be formed in the future;
b/ Things attached to land;
3. Custom
in commercial activities means a code of conduct that has an explicit
meaning, is established and repeated time and again for a long period of time
between and implicitly recognized by involved parties in order identify their
respective rights and obligations in commercial contracts.
4. Commercial
practice means a custom that is widely recognized in commercial
activities in an area, a region or a commercial domain, has an explicit
meaning, and is recognized by involved parties in order to identify their
respective rights and obligations in commercial activities.
5. Data
message means information created, sent, received and stored in
electronic media.
6. Vietnam-based
representative office of a foreign trader means a dependent unit of the
foreign trader, which is established under the provisions of Vietnamese law to
conduct market survey and a number of commercial promotion activities permitted
by Vietnamese law.
7. Vietnam-based
branch of a foreign trader means a dependent unit of the foreign trader,
which is established and conducts commercial activities in Vietnam under the
provisions of Vietnamese law or treaties to which the Socialist Republic of
Vietnam is a contracting party.
8. Purchase
and sale of goods mean commercial activities whereby the seller is
obliged to deliver goods, transfer ownership of goods to the purchaser and
receive payment; the purchaser is obliged to pay to the seller and receive
goods and the ownership thereof as agreed.
9. Provision
of services means commercial activities whereby a party (hereinafter
referred to as the service provider) is obliged to provide a service to another
party and receive payment; the service-using party (hereinafter referred to as
the customer) is obliged to pay to the service provider and use the service as
agreed.
10. Commercial
promotion means activities of promoting and seeking opportunities for
the purchase or sale of goods and provision of services, including sale
promotion, commercial advertisement, display and exhibition of goods and
services, and trade fairs and exhibitions.
11. Commercial
intermediary activities mean activities carried out by a trader to
effect commercial transactions for one or several identified traders, including
representation for traders, commercial brokerage, goods sale or purchase
entrustment, and commercial agency.
12. Contractual
breach means the failure of a party to perform, to fully or properly
perform its obligations according to the agreement between the involved parties
or the provisions of this Law.
13. Substantial
breach means a contractual breach by a party, which causes damage to the
other party to an extent that the other party cannot achieve the purpose of the
entry into the contract.
14. Origin
of goods means a country or a territory where all the goods are turned
out or where the last stage of substantial processing of goods is performed in
cases where many countries or territories join in the process of producing such
goods.
15.
Forms of validity equivalent to documents include telegraph, telex,
facsimile, data message and other forms provided for by law.
Article 4.-
Application of the Commercial Law and
relevant laws
1. Commercial activities must comply with the
Commercial Law and relevant laws.
2. Particular commercial activities provided
for in other laws shall comply with the provisions of such laws.
3. Commercial activities which are not
provided for in the Commercial Law and other laws shall comply with the
provisions of the Civil Code.
Article 5.- Application of
treaties, foreign laws and international commercial practices
1. Where a treaty to which Vietnam is a
contracting party stipulates the application of foreign laws or international
commercial practices, or contain provisions different from those of this Law,
the provisions of such treaty shall apply.
2. Parties to commercial transactions
involving foreign elements may agree to apply foreign laws or international
commercial practices if such foreign laws or international commercial practices
are not contrary to the fundamental principles of the Vietnamese law.
Article 6.- Traders
1. Traders include lawfully established
economic organizations and individuals that conduct commercial activities in an
independent and regular manner and have business registrations.
2. Traders are entitled to conduct commercial
activities in occupations and sectors, in geographical areas, in forms and by
modes which are not banned by law.
3. The right of traders to conduct lawful
commercial activities is protected by the State.
4. The State exercises for a definite time
its monopoly over commercial activities in respect to a number of goods and
services or in a number of geographical areas in order to ensure the national
interests. The Government shall specify the lists of goods, services and
geographical areas subject to the State monopoly.
Article 7.- Obligation of traders to register business
Traders are obliged to register their
business according to the provisions of law. Where traders have not yet registered
their business, they are still held responsible for all of their activities
according to the provisions of this Law and other provisions of law.
Article 8.-
Agencies in charge of state management over
commercial activities
1. The Government performs the unified state
management over commercial activities.
2. The Trade Ministry is answerable to the
Government for performing the state management over activities of goods sale
and purchase and specific commercial activities provided for in this Law.
3. Ministries and ministerial-level agencies
shall, within the scope of their respective tasks and powers, have to perform
the state management over commercial activities in their assigned domains.
4. People’s Committees at all levels perform
the state management over commercial activities in their respective localities
according to the decentralization by the Government.
Article 9.- Commercial associations
1. Commercial associations are established to
protect the legitimate rights and interests of traders, mobilize traders to
take part in commercial development, and disseminate and propagate the
provisions of law on commerce.
2. Commercial associations are organized and
operate according to the provisions of law on associations.
SECTION
2. FUNDAMENTAL PRINCIPLES IN COMMERCIAL ACTIVITIES
Article
10.- Principle of traders’ equality before
law in commercial activities
Traders of all economic sectors are equal
before law in commercial activities.
Article
11.- Principle of freedom and freewill to
agreement in commercial activities
1. Parties have the rights of freedom to
reach agreements not in contravention of the provisions of law, fine traditions
and customs and social ethics in order to establish their rights and
obligations in commercial activities. The State respects and protects such
rights.
2. In commercial activities, the parties
shall act on their own freewill, and neither party is allowed to impose its own
will on, to force, intimidate or obstruct, the other party.
Article
12.- Principle of application of customs
in commercial activities pre-established between parties
Except otherwise agreed, the parties shall be
regarded as automatically applying customs in commercial activities
pre-established between them which they have already known or ought to know,
provided that such customs are not contrary to the provisions of law.
Article
13.- Principle of application of practices
in commercial activities
Where it is neither provided for by law nor
agreed by the parties, and there exist no customs pre-established between them,
commercial practices shall be applied provided that such practices are not
contrary to the principles provided for in this Law and the Civil Code.
Article
14.- Principle of protection of legitimate
interests of consumers
1. Traders conducting commercial activities
are obliged to provide consumers with sufficient and truthful information on
goods and/or services they trade in or provide and take responsibility for the
accuracy of such information.
2. Traders conducting commercial activities
must be responsible for the quality and lawfulness of goods and/or services
they trade in or provide.
Article
15.- Principle of recognition of legal
validity of data messages in commercial activities
In commercial activities, data messages which
satisfy all technical conditions and standards provided for by law shall be
recognized legally valid as documents.
SECTION
3. FOREIGN TRADERS CONDUCTING COMMERCIAL ACTIVITIES IN VIETNAM
Article
16.- Foreign traders conducting commercial
activities in Vietnam
1. Foreign traders mean traders established
and making their business registrations according to the provisions of foreign
laws or recognized by foreign laws.
2. Foreign traders are entitled to set up
their representative offices or branches in Vietnam; to establish in Vietnam
foreign-invested enterprises in the forms provided for by Vietnamese law.
3. Vietnam-based representative offices and
branches of foreign traders have the rights and obligations specified by
Vietnamese law. Foreign traders shall be held responsible before Vietnamese law
for all activities of their Vietnam-based representative offices and branches.
4. Foreign-invested enterprises established
in Vietnam by foreign traders according to the provisions of Vietnamese law or
international treaties to which the Socialist Republic of Vietnam is a
contracting party shall be regarded as Vietnamese traders.
Article
17.- Rights of representative offices
1. To operate for the purposes, within the
scope and duration stipulated in their establishment licenses.
2. To rent offices, rent and purchase
equipment and facilities necessary for their operations.
3. To recruit Vietnamese and expatriate
employees to work for them according to the provisions of Vietnamese law.
4. To open accounts in foreign currencies or
foreign currency-based Vietnam dong at banks licensed to operate in Vietnam,
and to be allowed to use those accounts solely for their operations.
5. To have seals bearing their names
according to the provisions of Vietnamese law.
6. To have other rights as defined by law.
Article 18.- Obligations of
representative offices
1. Not to directly conduct profit-generating
activities in Vietnam.
2. To conduct commercial promotion activities
within the scope permitted by this Law.
3. Not to enter into contracts, not to amend
or supplement contracts already entered into by foreign traders, except where
chief representatives obtain valid letters of authorization from foreign
traders or other cases specified in Clauses 2, 3 and 4, Article 17 of this Law.
4. To pay taxes, fees and charges, and fulfil
other financial obligations provided for by Vietnamese law.
5. To report on their operations according to
Vietnamese law.
6. To have other obligations as defined by
Vietnamese law.
Article
19.- Rights of branches
1. To rent offices, rent and purchase
equipment and facilities necessary for their operations.
2. To recruit Vietnamese and expatriate
employees to work for them according to Vietnamese law.
3. To enter into contracts in Vietnam in
compliance with their operation contents specified in their establishment
licenses and the provisions of this Law.
4. To open Vietnam dong accounts and
foreign-currency accounts at banks licensed to operate in Vietnam.
5. To transfer profits overseas according to
the provisions of Vietnamese law.
6. To have seals bearing their own names
according to the provisions of Vietnamese law.
7. To conduct activities of goods purchase
and sale and other commercial activities in compliance with their establishment
licenses according to the provisions of Vietnamese law and treaties to which
the Socialist Republic of Vietnam is a contracting party.
8. To have other rights provided for by law.
Article
20.- Obligations of branches
1. To observe the accounting regime provided
for by Vietnamese law; in cases where it is necessary to apply another commonly
used accounting system, the approval by the Finance Ministry of the Socialist
Republic of Vietnam is required.
2. To report on their operations according to
the provisions of Vietnamese law.
3. To have other obligations provided for by
law.
Article
21.- Rights and obligations of
foreign-invested enterprises
Rights and obligations of foreign invested
enterprises shall be determined according to the provisions of Vietnamese law
or treaties to which the Socialist Republic of Vietnam is a contracting party.
Article
22.- Competence to license foreign traders
to conduct commercial activities in Vietnam
1. The Government shall uniformly manage the
licensing of commercial activities of foreign traders in Vietnam.
2. The Planning and Investment Ministry shall
be answerable to the Government for managing the issuance of licences to
foreign traders investing in Vietnam according to the provisions of Vietnamese
law.
3. The Trade Ministry shall be answerable to
the Government for managing the issuance of licences to set up Vietnam-based
representative offices of foreign traders; or licenses to set up branches,
joint-venture enterprises or enterprises with 100% foreign capital in Vietnam
in cases where such traders are specialized in conducting activities of goods
purchase and sale or other activities directly related to goods purchase and
sale in compliance with Vietnamese law and treaties to which the Socialist
Republic of Vietnam is a contracting party.
4. Where a specialized law contains specific
provisions on the competence of ministries or ministerial-level agencies, which
are responsible before the Government for managing the issuance of licences to
foreign traders for conducting commercial activities in Vietnam, the provisions
of such specialized law shall apply.
Article
23.- Termination of operations in Vietnam
of foreign traders
1. Foreign traders shall terminate
their operations in Vietnam in the following cases:
a/ Upon expiration of the operation duration
stipulated in their licenses;
b/ At the request of traders, which is
approved by competent state management agencies;
c/ Under decisions of competent state
management agencies as a sanction against their violations of law and their
licenses;
d/ Where traders are declared bankrupt;
e/ Where foreign traders terminate their
operations according to foreign laws, for representative offices, branches or
foreign parties to business cooperation contracts with Vietnamese parties;
f/ Other cases provided for by law.
2. Before terminating their operations in
Vietnam, foreign traders are obliged to pay debts and fulfill other obligations
toward the State, concerned organizations and individuals in Vietnam.
Chapter
II
PURCHASE AND SALE OF GOODS
SECTION
1. GENERAL PROVISIONS ON ACTIVITIES OF PURCHASE AND SALE OF GOODS
Article
24.- Form of contracts for purchase and
sale of goods
1. Contracts for sale and purchase of goods
may be expressed in verbal or written form or established by specific acts.
2. For types of contracts for purchase and
sale of goods, which, as provided for by law, must be made in writing, such
provisions must be complied with.
Article
25.- Goods banned from business, goods
subject to business restrictions and goods subject to conditional business
1. On the basis of 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 lists of goods
banned from business, goods subject to business restrictions, and goods subject
to conditional business and the conditions for trading in such goods.
2. For goods subject to business restrictions
and goods subject to conditional business, the purchase and sale thereof shall
be effected only when goods and the goods purchasing and selling parties fully
meet the conditions provided for by law.
Article
26.- Application of urgent measures with
respect to domestically circulated goods
1. Goods legally and domestically circulated
may be subject to the application of one or all of such measures as compulsory
withdrawal from circulation, circulation ban, circulation suspension,
conditional circulation, or compulsory circulation permission in the following
cases:
a/ Where such goods constitute sources or
transmitters of various epidemics and diseases;
b/ Where an emergency circumstance occurs.
2. Specific conditions, order, procedures and
competence for announcing the application of urgent measures to domestically
circulated goods shall comply with the provisions of law.
Article
27.- International purchase and sale of
goods
1. International purchase and sale of goods
shall be conducted in form of export, import, temporary import for re-export,
temporary export for re-import and transfer through border-gates.
2. International purchase and sale of goods
shall be conducted on the basis of written contracts or other forms of equal
legal validity.
Article
28.- Export and import of goods
1. Export of goods means the bringing of
goods out of the territory of the Socialist Republic of Vietnam or into special
zones in the Vietnamese territory, which are regarded as exclusive customs
zones according to the provisions of law.
2. Import of goods means the bringing of
goods into the territory of the Socialist Republic of Vietnam from foreign
countries or special zones in the Vietnamese territory, which are regarded as
exclusive customs zones according to the provisions of law.
3. On the basis of socio-economic conditions
in each period and treaties to which the Socialist Republic of Vietnam is a
contracting party, the Government shall specify the lists of goods banned from
import and/or export, goods to be imported or exported under permits of
competent state management agencies, and the procedures for granting permits.
Article
29.- Temporary import for re-export and
temporary export for re-import of goods
1. Temporary import of goods for re-export
means the bringing of goods into Vietnam from foreign countries or special
zones locating in the Vietnamese territory, which are regarded as exclusive
customs zones according to the provisions of law, with the completion of the
procedures for importing such goods into Vietnam, then procedures for exporting
the same goods out of Vietnam.
2. Temporary export of goods for re-import
means the bringing of goods overseas or into special zones in the Vietnamese
territory which are regarded as exclusive customs zones according to the
provisions of law, with the completion of procedures for exporting such goods
out of Vietnam, then procedures for importing the same goods back into Vietnam.
3. The Government shall specify activities of
temporary import for re-export and temporary export for re-import of
goods.
Article
30.- Transfer of goods through
border-gates
1. Transfer of goods through border-gates
means the purchase of goods from a country or territory for sale to another
country or territory outside the Vietnamese territory without carrying out the
procedures for importing such goods into Vietnam and the procedures for
exporting such goods out of Vietnam.
2. Transfer of goods through border-gates
shall be conducted in the following forms:
a/ Goods are transported directly from the
exporting country to the importing country without going through Vietnamese
border-gates;
b/ Goods are transported from the exporting
country to the importing country through Vietnamese border-gates without
carrying out the procedures for importing them into Vietnam and the procedures
for exporting them out of Vietnam;
c/ Goods are transported from the exporting
country to the importing country through Vietnamese border-gates and brought
into bonded warehouses or areas for transshipment of goods at Vietnamese ports
without carrying out the procedures for importing them into Vietnam and the
procedures for exporting them out of Vietnam.
3. The Government shall provide for in detail
activities of transfer of goods through border-gates.
Article
31.- Application of urgent measures to
activities of international purchase and sale of goods
Where it is necessary to protect the national
security or other national interests in compliance with Vietnamese law and
treaties to which the Socialist Republic of Vietnam is a contracting party, the
Prime Minister shall decide on the application of urgent measures to activities
of international purchase and sale of goods.
Article
32.- Labels for domestically circulated,
exported and imported goods
1. Goods labels mean writings, prints,
drawings or photos of texts, pictures or images, which are stuck, printed,
affixed, molded, carved or engraved directly on goods or their commercial
packing or other materials which are attached to the goods or their packing.
2. All goods that are domestically
circulated, imported and exported must have their labels, except for some cases
specified by law.
3. Contents which must be inscribed in goods
labels and the labeling of goods shall comply with regulations of the
Government.
Article
33.- Certificates of origin of goods and
rules of origin of goods
1. Export goods and import goods must have
certificates of origin in the following cases:
a/ Goods are eligible for tax or other
preferences;
b/ It is so provided for by Vietnamese laws
or treaties to which the Socialist Republic of Vietnam is a contracting party.
2. The Government shall provide in detail for
the rules of origin for exports and imports.
SECTION
2. RIGHTS AND OBLIGATIONS OF PARTIES TO CONTRACTS FOR PURCHASE AND SALE OF
GOODS
Article 34.- Delivery of goods
and goods-related documents
1. The seller must deliver goods and relevant
documents, as agreed in contracts on quantity, quality, packing and
preservation modes and other contractual terms.
2. In cases where there is no specific
agreement, the seller is obliged to deliver goods and relevant documents
according to the provisions of this Law.
Article 35.- Place of delivery of
goods
1. The seller is obliged to deliver goods at
the agreed place.
2. In cases where there is no agreement on
place of goods delivery, such a place shall be specified as follows:
a/ In cases where goods are things attached
to land, the seller must deliver goods at the place where such goods exist;
b/ In cases where the contract contains a
provision on goods transportation, the seller is obliged to deliver goods to
the first carrier;
c/ In cases where the contract contains no
provision on goods transportation, and at the time the contract is entered
into, the parties know the location of the goods storage, the place of goods
loading or the place of goods manufacture, the seller shall have to deliver the
goods at such place;
d/ In other cases, the seller shall have to
deliver goods at his/her place of business, or his/her place of residence
identified at the time the purchase and sale contract is entered into in cases
he/she has no place of business.
Article
36.- Responsibilities upon delivery of
goods where carriers are involved
1. Where goods are handed over to the carrier
without being identified with specific signs or marks on them, accompanied with
transportation documents or otherwise, the seller must notify the purchaser of
the handover of goods to the carrier and clearly identify names and method of
recognizing transported goods.
2. Where the seller is obliged to arrange the
goods transportation, the seller shall have to enter into necessary contracts
for the transportation of goods to the destination by means of transportation
suitable to specific circumstances and under normal conditions for such modes
of transportation.
3. Where the seller is not obliged to
purchase insurance for the goods in the course of transportation and if
requested by the purchaser, the seller must supply to the purchaser all
necessary information on the goods and the transportation thereof to enable the
purchaser to purchase insurance for the goods.
Article 37.- Time limit for
delivery of goods
1. The seller must deliver goods at the time
already agreed upon in the contract;
2. Where only the time limit for delivery of
goods is agreed upon without a specific time for delivery of goods, the seller
may deliver goods at any time within such time limit and must notify the purchaser
of the delivery in advance;
3. Where there is no agreement on the time
limit for delivery of goods, the seller must deliver goods within a reasonable
time limit after the contract is entered into.
Article 38.- Delivery of goods
before the agreed time
Where the seller delivers goods earlier than
the agreed time, the purchaser may receive or reject the goods, unless
otherwise agreed upon by the parties.
Article 39.- Goods which are not
appropriate to contracts
1. Where it is not specified in the contract,
goods shall be considered not appropriate to the contract when they fall into
one of the following cases:
a/ They are not suitable to common use
purposes of goods of the same type;
b/ They are not suitable to any specific
purpose that has been notified by the purchaser to the seller or the seller
should have known at the time the contract is entered into;
c/ Their quality is not the same as the
quality of the samples previously handed over by the seller to the purchaser;
d/ They are not preserved or packaged by a
method common to such goods, or not preserved by proper preserving methods in
cases where no common preserving method is available.
2. The purchaser may reject the goods if such
goods are not appropriate to the contract according to the provisions of Clause
1 of this Article.
Article 40.- Liability for goods
which are not appropriate to contracts
Unless otherwise agreed upon by the parties,
the liability for goods which are not appropriate to contracts is provided for
as follows:
1. The seller shall not be liable for any
defect of the goods if the purchaser, at the time the contract is entered into,
knew or should have known such defect;
2. Except for the case specified in Clause 1
of this Article, within the time limit for lodging complaint provided for in
this Law, the seller shall be liable for any defect of the goods which already
exists before the time of passing the risk to the purchaser despite the fact
that such defect may be discovered after passing the risks.
3. The seller shall be liable for defects of
goods occurring after the pass of risks if such defects are attributable to
contract breaches by the seller.
Article 41.- Remedies in case of
delivery of goods in insufficient quantity or delivery of goods not appropriate
to contracts
1. Unless otherwise agreed, and where the
contract only provides for a time limit for delivery of goods and does not
determine a specific time for delivery of goods, and the seller delivers goods
before the expiration of such time limit but in insufficient quantity or goods
not appropriate to the contract, the seller may still deliver the
deficit quantity of goods or provide substitute goods which are appropriate to
the contract or remedy the inappropriateness of the goods within the remaining
duration.
2. Where the seller, when applying the
remedies provided for in Clause 1 of this Article, causes disadvantages or
unreasonable costs to the purchaser, the purchaser shall have the right to
request the seller to deal with such disadvantages or bear such costs.
Article 42.- Delivery of
goods-related documents
1. Where there is an agreement on the
delivery of documents, the seller is obliged to deliver all goods-related
documents to the purchaser within the time limit, at the place and by mode
already agreed.
2. Where there is no agreement on the time
limit and place for delivery of goods-related documents to the purchaser, the
seller must deliver such documents to the purchaser within a reasonable time
limit and at a convenient place so that the purchaser can receive the goods.
3. Where the seller has delivered
goods-related documents before the agreed time, the seller can still rectify
errors of such documents within the remaining duration of the time limit.
4. When the seller, when rectifying errors
mentioned in Clause 3 of this Article, causes disadvantages or unreasonable
costs to the purchaser, the purchaser shall have the right to request the
seller to deal with such disadvantages or bear such costs.
Article
43.- Delivery of goods in excessive
quantity
1. Where the seller delivers goods in
excessive quantity, the purchaser may reject or accept such excessive quantity
of goods.
2. Where the purchaser accepts the excessive
quantity of goods, the purchaser must pay for that quantity at the price agreed
in the contract unless otherwise agreed upon by the parties.
Article
44.- Pre-delivery examination of goods
1. Where it is agreed by the parties that the
purchaser or the purchaser’s representative shall examine the goods before the
delivery, the seller must ensure that the purchaser or the purchaser’s
representative shall be given conditions for conducting such examination.
2. Except where it is otherwise agreed, the
purchaser or the purchaser’s representative in the cases mentioned in Clause 1
of this Article must examine the goods within the shortest period of time
allowed by practical circumstances. Where the contract provides for the
transportation of goods, the examination of goods may be postponed until the
goods are transported to the destination.
3. Where the purchaser or the purchaser’s
representative does not conduct the examination of goods before the delivery of
goods as agreed, the seller may deliver the goods according to the contract.
4. The seller shall not be liable for defects
of goods which the purchaser or the purchaser’s representative has known or
should have known but failed to notify them to the seller within a reasonable
time limit after the examination of goods.
5. The seller shall be liable for defects of
goods already examined by the purchaser or the purchaser’s representative if
the defects of the goods cannot be detected in the course of examination
through common measures and the seller knew or should have known such defects
but failed to notify them to the purchaser.
Article 45.- Obligation to assure
the ownership right over goods
The seller must assure that:
1. The ownership right of the purchaser over
goods sold is not disputed by any third party;
2. The goods are lawful;
3. The handover of the goods is lawful.
Article 46.- Obligation to assure
intellectual property rights over goods
1. The seller must not sell goods infringing
upon intellectual property rights. The seller shall be held responsible for any
dispute related intellectual property rights over goods sold.
2. Where the purchaser requests the seller to
observe technical drawings, designs, formulas or specifications furnished by
the purchaser, the purchaser shall be liable for complaints related to
infringements of intellectual property rights which arise from the fact that
the seller has complied with the request of the purchaser.
Article 47.- Notification
requirements
1. The seller shall lose the right to invoke
the provisions of Clause 2, Article 46 of this Law when failing to promptly
notify the purchaser of a third party’s complaint about the delivered goods
after the seller knew or should have known such complaint, except for cases
where the purchaser knew or should have known a third party’s complaint.
2. The purchaser shall lose the right to
invoke the provisions of Article 45 and Clause 1, Article 46 of this Law when
failing to promptly notify the seller of a third party’s complaint about the
delivered goods after the purchaser knew or should have known such complaint,
except for cases where the purchaser knew or should have known a third party’s
complaint.
Article
48.- Obligation of the seller in cases
where goods are subject to measures of security for performance of civil
obligations
Where the goods sold are subject to measures
of security for performance of civil obligations, the seller must notify
the purchaser of such security measures and must obtain the consent of the
security beneficiary regarding the sale of such goods.
Article
49.- Obligation to provide warranty for
goods
1. Where goods are purchased and sold under
warranty, the seller shall have to provide warranty for such goods according to
the agreed contents and duration.
2. The seller must fulfill the warranty
obligation as soon as the practical situation permits.
3. The seller must bear all warranty expenses
unless otherwise agreed.
Article
50.- Payment
1. The purchaser is obliged to pay for goods
and receive goods as agreed upon.
2. The purchaser must comply with the payment
modes and make the payment according to the agreed order and procedures and the
provisions of law.
3. The purchaser shall still have to pay for
goods in cases where goods are lost or damaged after the time the risk is
passed from the seller to the purchaser, except for cases where the loss or
damage is caused due to the fault of the seller.
Article
51.- Suspension of payment for goods
Unless otherwise agreed, the suspension of
payment for goods is provided for as follows:
1. The purchaser that has proofs of deceit of
the seller shall have the right to suspend the payment.
2. The purchaser that has proofs that the
goods are subject to a dispute shall have the right to suspend the payment
until the said dispute is settled.
3. The purchaser that has proofs that the
seller has delivered goods which do not conform with the contract shall have
the right to suspend the payment until the seller remedy such inconformity.
4. If the proofs produced by the purchaser
for the cases of payment suspension mentioned in Clauses 2 and 3 of this
Article are unfounded, thus causing damage to the seller, the purchaser must
pay compensations for such damage and be subject to other penalties provided
for in this Law.
Article
52.- Determination of prices
Where there is neither agreement on goods
price or on the price-determining method nor other price indexes, the goods
price shall be determined according to the price of such type of goods under
similar conditions on mode of goods delivery, time of goods purchase and sale,
geographical market, payment mode and other conditions which affect the prices.
Article 53.- Pricing by weight
Unless otherwise agreed, if the goods price
is determined according to the weight of the goods, such weight must be net
weight.
Article
54.- Place of payment
Where there is no agreement on specific place
of payment, the purchaser must pay to the seller at one of the following
places:
1. The seller’s place of business, which is
identified at the time of entering into the contract; or the seller’s place of
residence where the seller has no place of business.
2. The place where the goods or documents are
delivered, if the payment is made concurrently with the delivery of goods or
documents.
Article
55.- Time limit for payment
Unless otherwise agreed, the time limit for
payment is provided for as follows:
1. The purchaser must make payment to the
seller at the time the seller delivers the goods or the goods-related
documents.
2. The purchaser is not obliged to make
payment until the goods examination can be completed in cases where an
agreement is reached according to the provisions of Article 44 of this Law.
Article
56.- Receipt of goods
The purchaser is obliged to receive the goods
as agreed upon and do appropriate things to help the seller deliver the goods.
Article
57.- Pass of risks in cases where there is
a fixed place of delivery of goods
Unless otherwise agreed, if the seller is
obliged to deliver the goods to the purchaser at a particular place, the risk
of goods loss or damage shall be passed to the purchaser as soon as the goods
are delivered to the purchaser or the person authorized by the purchaser to
receive the goods at such place, even in cases where the seller is authorized
to retain the documents which establish the ownership rights over the goods.
Article
58.- Pass of risks in cases where there is
no fixed place of delivery of goods
Unless otherwise agreed, if the contract
contains provisions on the goods transportation and the seller is not obliged
to deliver the goods at a given place, the risk of goods loss or damage shall
be passed to the purchaser as soon as the goods are delivered to the first
carrier.
Article
59.- Pass of risks in cases where goods
are handed over to a bailee that is not a carrier
Unless otherwise agreed, if the goods are
being kept by a bailee that is not a carrier, the risks of goods loss or damage
shall be passed to the purchaser in one of the following cases:
1. Upon receipt by the purchaser of documents
of title to the goods;
2. Upon the confirmation by the bailee of the
purchaser’s right to possession of the goods.
Article
60.- Pass of risks in case of purchase and
sale of goods in transportation
Unless otherwise agreed, if the subject
matter of the contract is goods in transportation, the risk of goods loss or
damage shall be passed to the purchaser as from the time the contract is
entered into.
Article
61.- Pass of risks in other cases
Unless otherwise agreed, the pass of risks in
other cases is provided for as follows:
1. For cases not specified in Articles 57,
58, 59 and 60 of this Law, the risk of goods loss or damage is to be passed to
the purchaser as from the time the goods fall under the purchaser’s right of
disposal and the purchaser breaches the contract by rejecting the goods.
2. Risk of goods loss or damage is not to be
passed to the purchaser if the goods are neither clearly identified by their
signs, codes or bills of transportation, nor notified to the purchaser, nor
identified by any means.
Article
62.- Time of transferring ownership of
goods
Unless otherwise provided for by law or
agreed upon by the parties, ownership of goods shall be passed from the seller
to the purchaser as from the time of handover of the goods.
SECTION
3. PURCHASE AND SALE OF GOODS THROUGH THE GOODS EXCHANGE
Article 63.- Purchase and sale of
goods though the Goods Exchange
1. Purchase and sale of goods through the
Goods Exchange mean commercial activities whereby the parties agree to purchase
and sell a defined quantity of goods of a defined type through the Goods
Exchange under the standards of the Goods Exchange, at a price agreed upon at
the time the contract is entered into, and with the time of goods delivery
determined to be a specific point of time in the future.
2. The Government shall specify activities of
purchase and sale of goods through the Goods Exchange.
Article 64.- Contracts for
purchase and sale of goods through the Goods Exchange
1. Contracts for purchase and sale of goods
through the Goods Exchange include forward contracts and option contracts.
2. Forward contract means an agreement
whereby the seller undertakes to deliver and the purchaser undertakes to
receive the goods at a specific point of time in the future under the contract.
3. Call option or put option contract means
an agreement whereby the purchaser has the right to purchase or sell a specific
goods at a pre-fixed price level (hereinafter called executed price) and must
pay a certain sum of money to buy this right (hereinafter called option money).
The option purchaser may opt to effect or not to effect such purchase or sale
of goods.
Article
65.- Rights and obligations of parties to
forward contracts
1. Where the seller delivers the goods under
the contract, the purchaser is obliged to receive the goods and pay for them.
2. Where the parties agree that the purchaser
may make cash payment and reject the goods, the purchaser shall have to pay to
the seller a sum of money equal to the difference between the price agreed upon
in the contract and the market price announced by the Goods Exchange at the
time the contract is performed.
3. Where the parties agree that the purchaser
may make cash payment and refuse to deliver the goods, the seller shall have to
pay to the purchaser a sum of money equal to the difference between the market
price announced by the Goods Exchange at the time the contract is performed and
the price agreed upon in the contract.
Article 66.- Rights and
obligations of parties to option contracts
1. The call option or put option purchaser
shall have to pay for option purchase in order to become call option or put
option holder. The sum of money to be paid for option purchase shall be agreed
upon by the parties.
2. The call option holder has the right to
purchase but is not obliged to purchase goods ascertained in the contract.
Where the call option holder decides to perform the contract, the seller shall
be obliged to sell goods to the call option holder. The seller that has no
goods to deliver shall have to pay to the call option holder a sum of money
equal to the difference between the price agreed upon in the contract and the
market price announced by the Goods Exchange at the time the contract is
performed.
3. The put option holder has the right to
sell but is not obliged to sell goods ascertained in the contract. Where the
put option holder decides to perform the contract, the purchaser shall be
obliged to purchase goods from the put option holder. Where the purchaser does
not purchase goods, it shall have to pay to the put option holder a sum of
money equal to the difference between the market price announced by the Goods
Exchange at the time the contract is performed and the price agreed upon in the
contract.
4. Where the call option or put option holder
decides not to perform the contract within the valid duration of the contract,
the contract shall automatically be invalidated.
Article
67.- The Goods Exchange
1. The Goods Exchange has the following
functions:
a/ Providing the material - technical
conditions necessary for transactions of purchasing or selling goods;
b/ Running trading operations;
c/ Listing specific prices formed at the
Goods Exchange at each specific time.
2. The Government shall specify the
conditions for the establishment of the Goods Exchange, the powers and tasks of
the Goods Exchange, and the approval of the operation charter of the Goods
Exchange.
Article
68.- Goods traded at the Goods Exchange
The list of goods traded at the Goods
Exchange shall be promulgated by the Trade Minister.
Article 69.- Brokers for
purchase and sale of goods through the Goods Exchange
1. Brokers for purchase and sale of goods
through the Goods Exchange shall be allowed to operate at the Goods Exchange
only when they fully satisfy the conditions provided for by law. The Government
shall specify the conditions for operation of brokers for the purchase and sale
of goods through the Goods Exchange.
2. Brokers for purchase and sale of goods
through the Goods Exchange shall be allowed to conduct only activities of
brokerage for purchase and sale of goods through the Goods Exchange and must
not be a party to a contract for purchase and sale of goods through the Goods
Exchange.
3. Brokers for purchase and sale of goods
through the Goods Exchange shall be obliged to deposit money at the Goods
Exchange to secure the performance of their obligations arising in the course
of goods purchase and sale brokerage activities. The deposit level shall be set
by the Goods Exchange.
Article 70.- Prohibited acts of
brokers for purchase and sale of goods through the Goods Exchange
1. Enticing customers to enter into contracts
by promising to compensate the whole or part of loss incurred or to guarantee
profits for them.
2. Offering or conducting brokerage for goods
without entering into contracts with customers.
3. Using sham prices or other fraudulent
measures in the course of brokerage.
4. Refusing or unreasonably delaying the
brokerage for contracts in accordance with contents agreed upon with customers.
5. Other prohibited acts specified in Clause
2, Article 71 of this Law.
Article 71.- Prohibited acts in
activities of purchase and sale of goods through the Goods Exchange
1. Staff members of the Goods Exchange shall
not be allowed to conduct the brokerage for, purchase or sale of goods through
the Goods Exchange.
2. Parties involved in the purchase and sale
of goods through the Goods Exchange must not conduct the following acts:
a/ Committing fraudulences or deceits about
volumes of goods in forward or option contracts which are transacted or may be
transacted, and fraudulences and deceits about real prices of goods in forward
or option contracts;
b/ Supplying false information on
transactions, the market or prices of goods purchased or sold through the Goods
Exchange;
c/ Applying illegal measures to cause
disorder of the goods market at the Goods Exchange;
d/ Committing other prohibited acts provided
for by law.
Article
72.- Application of management measures in
emergency cases
1. Emergency cases mean circumstances where
the disorder of the goods market occurs, making transactions through the Goods
Exchange unable to accurately reflect the goods supply and demand relation.
2. In emergency cases, the Trade Minister
shall be entitled to apply the following measures:
a/ Temporarily suspending transactions
through the Goods Exchange;
b/ Limiting transactions within a price
bracket or a specific quantity of goods;
c/ Changing the schedule of transactions;
d/ Adjusting the operation charter of the
Goods Exchange;
e/ Other necessary measures as provided for
by the Government.
Article 73.- Right to conduct the
purchase and sale of goods through overseas Goods Exchanges
Vietnamese traders are entitled to conduct
purchase and sale of goods through overseas Goods Exchanges according to
regulations of the Government.
Chapter
III
PROVISION OF SERVICES
SECTION
1. GENERAL PROVISIONS ON ACTIVITIES OF PROVISION OF SERVICES
Article
74.- Forms of service contracts
1. A service contract shall be expressed in
verbal or written form or established with specific acts.
2. For those types of service contract which
are required by law to be made in writing, such requirement must be abided by.
Article
75.- Rights of traders to provide and use
services
1. Unless otherwise provided for by law or
treaties to which the Socialist Republic of Vietnam is a contracting party,
traders shall have the following rights to provide services:
a/ To provide services to residents in
Vietnam for use in the Vietnamese territory;
b/ To provide services to non-residents in
Vietnam for use in the Vietnamese territory;
c/ To provide services to residents in
Vietnam for use in foreign territories;
d/ To provide services to non-residents in
Vietnam for use in foreign territories.
2. Unless otherwise provided for by law or
treaties to which the Socialist Republic of Vietnam is a contracting party,
traders shall have the following rights to use services:
a/ To use services provided in the Vietnamese
territory by residents in Vietnam;
b/ To use services provided in the Vietnamese
territory by non-residents in Vietnam;
c/ To use services provided in foreign
territories by residents in Vietnam;
d/ To use services provided in foreign
territories by non-residents in Vietnam.
3. The Government shall specify the residents
and non-residents that are subject to the implementation of tax and
import-export management policies toward various types of services.
Article
76.- Services banned from business,
services subject to business restrictions and services subject to conditional
business
1. On the basis of socio-economic conditions
in each period and treaties to which the Socialist Republic of Vietnam is a
contracting party, the Government shall specify the lists of services banned
from business, services subject to business restrictions and services subject
to conditional business as well as the conditions for providing such services.
2. Services subject to business restrictions
and services subject to conditional business shall be provided only when these
services and parties involved in the provision thereof fully satisfy the
conditions defined by law.
Article
77.- Application of urgent measures to
activities of providing or using services
Where it is necessary to protect the national
security and other national interests in compliance with the Vietnamese law and
treaties to which the Socialist Republic of Vietnam is a contracting party, the
Prime Minister shall decide on application of urgent measures to activities of
providing or using services, including temporary ban on the provision or use of
one or several types of service or other urgent measures to one or several
particular markets for a definite time period.
SECTION
2. RIGHTS AND OBLIGATIONS OF PARTIES TO SERVICE CONTRACTS
Article
78.- Obligations of the service providers
Unless otherwise agreed, the service provider
shall have the following obligations:
1. To provide services and fully perform
related jobs in accordance with agreements and the provisions of this Law;
2. To preserve and hand back to their
customers documents and means supplied to them for the service provision after
the completion thereof;
3. To promptly notify to their customers in
cases where information and documents are insufficient and means are inadequate
for completion of the service provision;
4. To keep secret information they know in
the course of service provision if so agreed upon by the parties or provided
for by law.
Article
79.- Obligations of the service providers
according to performance result
Unless otherwise agreed, if the nature of the
type of service to be provided requires a service provider to achieve a certain
result, the service provider must conduct the service provision with a result
appropriate with the terms and purpose of the contract. Where the contract does
not specify the standards of result to be achieved, the service provider must
conduct the service provision with a result compliant with the common standards
applicable to such type of service.
Article
80.- Obligations of the service providers
to make the best effort
Unless otherwise agreed, if the nature of the
type of service to be provided requires a service provider to make the best
effort to achieve a desired result, the service provider shall perform the obligation
of service provision with the best effort and the highest capacity.
Article
81.- Cooperation among service providers
Where under a contractual agreement or on the
basis of practical circumstances, a service is jointly performed by many
service providers or performed by a service provider in cooperation with other
service providers, each of the said service providers shall have the following
obligations:
1. To exchange and communicate to each other
information on the performance progress and its demands related to the service
provision, at the same time to provide services at a proper time and by an
appropriate mode so as not to impede operations of other service providers;
2. To carry out any necessary cooperation
with other service providers.
Article
82.- Time limit for completion of services
1. Service providers must complete their
services within the time limits already agreed upon in contracts.
2. Where there is no agreement on the time
limits for completing services, service providers shall have to complete their
services within a reasonable time limit on the basis of taking into account all
conditions and circumstances which service providers knew at the time the
contracts were entered into, including any specific needs of customers regarding
such time limit for service completion.
3. Where a service can be completed only when
the customer or another service provider satisfies certain conditions, the
provider of such service is not obliged to complete his/her service until those
conditions are satisfied.
Article
83.- Customers’ requests for changes
during the provision of services
1. During the provision of services, service
providers must satisfy all reasonable requests of their customers for changes
during the provision of services.
2. Unless otherwise agreed, customers must
bear reasonable expenses for the satisfaction of their requests for changes.
Article
84.- Continued provision of services after
the expiration of the time limit for completing the provision of services
If services, after the expiration of the time
limit for completing the provision thereof, are not yet completed, and if
customers have no objection, service providers shall have to continue providing
the agreed services and compensate for damage, if any.
Article
85.- Obligations of customers
Unless otherwise agreed, customers shall have
the following obligations:
1. To pay charges for provision of services
as agreed upon in contracts;
2. To provide in a timely manner plans,
instructions and other details so that the provision of services can be made
without any delay or interruption;
3. To cooperate with service providers in all
other matters necessary for the proper provision of services;
4. Where a service is performed jointly by
many service providers or by a provider in coordination with other service
providers, customers shall be obliged to coordinate operations of these service
providers so as not to impede the work of any service provider.
Article
86.- Service charge rate
Where there is no agreement on service charge
rate, no agreement on methods of determining service charge rate, and also
there is not any indication to service charge rate, the service charge rate
shall be determined according to the charge rate of the same type of service
under similar conditions on mode of provision, time of provision, geographical
market, mode of payment and other conditions which can affect the service
charge rate.
Article
87.- Time limit for payment
Where there is no agreement and there exist
no customs pre-established between the parties concerning payment for services,
the time limit for payment shall be the time when the provision of services is
completed.
Chapter
IV
COMMERCIAL PROMOTION
SECTION
1. SALE PROMOTION
Article
88.- Sale promotion
1. Sale promotion means activities of commercial
promotion conducted by traders to promote the purchase and sale of goods or the
provision of services by offering certain benefits to customers.
2. Traders conducting sale promotion are
those falling into one of the following cases:
a/ Traders directly conduct sale promotion
for goods and/or services that they trade in;
b/ Traders engaged in providing sale
promotion services conduct sale promotion for goods and/or services of other
traders under an agreement with the latter.
Article
89.- Provision of sale promotion service
Provision of sale promotion services means
commercial activities whereby a trader conducts sale promotion for goods and/or
services of other traders on a contractual basis.
Article
90.- Sale promotion service contracts
Sale promotion service contracts must be made
in writing or in other forms of equal legal validity.
Article
91.- Rights of traders to conduct sale
promotion
1. Vietnamese traders, branches of Vietnamese
traders, and Vietnam-based branches of foreign traders shall have the right to
conduct sale promotion themselves or to hire traders engaged in provision of
sale promotion services to do so.
2. Representative offices of traders shall
not be allowed to conduct sale promotion themselves or to hire other traders to
conduct sale promotion in Vietnam for the traders that they are representing.
Article
92.- Forms of sale promotion
1. Giving samples of goods or providing
samples of services to customers for trial use free of charge.
2. Presenting goods as gifts or providing free-of-charge
services to customers.
3. Selling goods or providing services at
prices lower than goods sale prices or service provision charge rates
previously applied during the period of sale promotion already registered or
announced. In case of goods or services subject to the State management over
their prices, the sale promotion in this form shall comply with regulations of
the Government.
4. Selling goods or providing services
together with coupons that allow customers to enjoy one or several benefits.
5. Selling goods or providing services
together with prize-contest entrance tickets to customers, for purpose of
selecting prize winners according to the rules and prizes already announced.
6. Selling goods or providing services
together with opportunities for customers to participate in games of chance,
the participation in which comes after the purchase of goods or services and
the winning of prizes depends on the luck of participants according to the
rules and prizes already announced.
7. Organizing programs for frequent customers
whereby gifts are presented to customers on the basis of the quantities or
values of goods purchased or services used by such customers and expressed in
forms of customers’ cards, coupons acknowledging the purchase of goods or
services, or other forms.
8. Organizing cultural, artistic or
entertainment programs or other events for customers for the purpose of sale
promotion.
9. Other forms of sale promotion if approved
by the State management agency in charge of commerce.
Article
93.- Sale promotion goods and services
1. Sale promotion goods and services mean
goods and services use by traders to promote their sale and provision in
various forms of sale promotion.
2. Sale promotion goods and services must be
those traded lawfully.
Article
94.- Goods and services used for sale
promotion, sale promotion discount rates
1. Goods and services used for sale promotion
mean those given as gifts or prizes or provided free of charge by traders to
customers.
2. Goods and services used by traders for
sale promotion may be goods and services they are trading in or other goods and
services.
3. Goods and services used for sale promotion
must be those traded lawfully.
4. The Government shall specify the maximum
value of goods and services used for sale promotion, and the maximum discount
rate for sale promotion goods and services, which traders can apply in their
sale promotion activities.
Article 95.- Rights of traders
conducting sale promotion
1. To choose the form, time and venue for
sale promotion, goods and services to be used for sale promotion.
2. To define specific benefits which
customers shall be entitled to enjoy according to Clause 4, Article 94 of this
Law.
3. To hire traders engaged in the business of
providing sale promotion services to conduct sale promotion for them.
4. To organize the application of the sale
promotion forms specified in Article 92 of this Law.
Article
96.- Obligations of traders conducting
sale promotion
1. To fully comply with the order and
procedures provided for by law for conducting sale promotion in various forms.
2. To publicly notify all information on sale
promotion activities to customers according to Article 97 of this Law.
3. To strictly adhere to the sale promotion
program already announced, and to fulfill their commitments with customers.
4. With regard to the forms of sale promotion
specified in Clause 6, Article 92 of this Law, traders must set aside and remit
50% of the value of the prizes already announced into the state budget in cases
where there is no prize-winner.
The Trade Minister shall provide for specific
forms of sale promotion under prize programs which must comply with this
provision.
5. To comply with agreements in sale
promotion service contracts if traders conducting sale promotion are those
providing sale promotion services.
Article
97.- Information that must be publicly
notified
1. For all forms of sale promotion specified
in Article 92 of this Law, traders conducting sale promotion must publicly
notify the following information:
a/ Names of sale promotion activities;
b/ Sale prices or charge rates of sale
promotion goods or services and related costs for delivery of sale promotion
goods or services to customers;
c/ Names, addresses and telephone numbers of
traders conducting the sale promotion;
d/ Sale promotion duration, the starting date
and ending date and area of sale promotion activities;
e/ Where benefits of the participation in
sale promotion depend on specific conditions, notices must clearly state that
such sale promotion activities are conditional and specific conditions.
2. Apart from the information defined in
Clause 1 of this Article, traders shall also publicly notify the following sale
promotion-related information:
a/ Sale prices of goods or charge rates of
services given as gifts to customers, for the form of sale promotion mentioned
in Clause 2, Article 92 of this Law;
b/ Absolute value or discount percentage of
normal prices of goods, or normal charge rates of services before the sale
promotion duration, for the form of sale promotion specified in Clause 3,
Article 92 of this Law;
c/ Monetary values or specific benefits of
coupons which customers are entitled to enjoy; places of sale of goods or
provision of services as well as types of goods or services which customers may
receive from coupons, for the form of sale promotion specified in Clause 4,
Article 92 of this Law;
d/ Types of prize and value of each prize;
rules for participation in sale promotion programs, method of selecting
prize-winners, for the form of sale promotion specified in Clauses 5 and 6,
Article 92 of this Law;
e/ Expenses which must be borne by customers,
for the form of sale promotion specified in Clauses 7 and 8, Article 92 of this
Law.
Article
98.- Modes of notification
1. The notification of sale promotion for
goods according to the provisions of Article 97 of this Law shall be made by
one of the following modes:
a/ At places where goods are sold and where
goods are displayed for sale;
b/ On goods or their packing;
c/ In any other forms which must be attached
to goods when such goods are sold.
2. The notification of sale promotion for
services according to the provisions of Article 97 of this Law shall be made by
one of the following modes:
a/ At places where services are provided;
b/ In any other forms which must be provided
together with services when such services are provided.
Article
99.- Keeping secret information on sale
promotion programs and details
Where sale promotion programs must be
approved by competent state agencies, such agencies must keep secret the sale
promotion programs and details provided by traders until such programs are
approved by competent state agencies.
Article
100.- Prohibited acts in sale promotion
activities
1. Conducting sale promotion for goods and
services banned from business; goods and services subject to business
restrictions; goods not yet permitted for circulation; and services not yet
permitted for provision;
2. Using, for sale promotion purpose, goods
and services which are banned from business; goods and services subject to
business restrictions; goods not yet permitted for circulation; and services
not yet permitted for provision;
3. Conducting sale promotion for alcohol and
beer, or using alcohol and beer for sale promotion targeted at under-18 people;
4. Conducting sale promotion for, or using
cigarette or alcohol of an alcoholic volume of 30o or higher for sale
promotion in any form;
5. Conducting untruthful or misleading sale
promotion for goods and services so as to deceive customers;
6. Conducting sale promotion for selling
inferior-quality goods, causing harms to the environment, human health and
other public interests;
7. Conducting sale promotion at schools,
hospitals or offices of state agencies, political organizations,
socio-political organizations and people’s armed forces units;
8. Promising to present gifts or prizes but
failing to do so or doing it improperly;
9. Conducting sale promotion for purpose of
unfair competition;
10. Conducting sale promotion with the value
of sale promotion goods and/or services exceeding the maximum limit or the
maximum discount rate of sale promotion goods and services mentioned in Clause
4, Article 94 of this Law.
Article
101.- Registration for sale promotion
activities with, and notification of sale promotion results to, the State
management agency in charge of commerce
1. Before conducting sale promotion
activities, traders must register them with the state management agency in
charge of commerce, and after such sale promotion activities are completed, report
sale promotion results to such agency.
2. The Government shall provide for in detail
the registration of sale promotion activities with, and the notification of
results of such activities to, the state management agency in charge of
commerce.
SECTION
2. COMMERCIAL ADVERTISING
Article
102.- Commercial advertising
Commercial advertising means commercial
promotion activities of traders aimed at introducing to customers their goods
and service business activities.
Article
103.- Right to commercial advertising
1. Vietnamese traders, branches of Vietnamese
traders and branches of foreign traders licensed to conduct commercial
activities in Vietnam shall have the right to advertise their goods and/or
service business activities or to hire traders providing advertising services
to do so for them.
2. Representative offices of traders must not
directly conduct commercial advertising activities. When being authorized by
traders, representative offices may sign contracts with traders providing
commercial advertising services to advertise for the traders they are
representing.
3. Foreign traders who wish to commercially
advertise their goods and/or service business activities in Vietnam shall have
to hire Vietnamese traders engaged in business of providing commercial
advertising services to do so.
Article
104.- Provision of commercial advertising
services
Provision of commercial advertising services
means commercial activities of traders aimed at conducting commercial
advertisement for other traders.
Article
105.- Commercial advertising products
Commercial advertising products consist of
information in images, actions, sounds, voices, scripts, symbols, colors and
lights containing commercial advertising details.
Article
106.- Means of commercial advertising
1. Means of commercial advertising are
instruments used for introducing commercial advertising products.
2. Means of commercial advertising include:
a/ The mass media;
b/ Means of communications;
c/ Publications of all kinds;
d/ All kinds of boards, signs, banners,
panels, posters, fixed objects or means of transportation and other movable
objects;
e/ Other means of commercial advertising.
Article
107.- Use of means of commercial
advertising
1. The use of means of commercial advertising
specified in Article 106 of this Law must comply with the regulations of the
competent state management body.
2. The use of means of commercial advertising
must satisfy the following requirements:
a/ Being in compliance with the provisions of
law on press, publishing, information, programs on cultural or sport
activities, trade fairs and exhibitions;
b/ Being in compliance with the regulations
on locations of advertisement, causing no adverse impact on the landscape,
environment, traffic order and safety, and social safety;
c/ Being in accordance with the intensity,
time volume and timing prescribed for each type of mass media.
Article
108.- Protection of intellectual property
rights over commercial advertising products
Traders shall have the right to register for
protection of their intellectual property rights over commercial advertising
products according to the provisions of law.
Article
109.- Prohibited commercial advertisements
1. Advertisements which reveal state secrets,
are detrimental to the national independence, sovereignty and security, and
social order and safety.
2. Advertisements that use advertising
products or means of advertisement which are contrary to the historic, cultural
and ethical traditions and the fine customs and practices of Vietnam and in
contravention of law.
3. Advertisements for goods and services
which are banned or restricted from business or banned from advertisement by
the State.
4. Advertisements for cigarette and alcohol
with an alcoholic volume of 30o or higher and products and goods not yet
permitted for circulation or services not yet permitted for provision in the
Vietnamese market at the time of advertising.
5. Commercial advertisements which can be
taken advantage of to cause harms to interests of the State, organizations
and/or individuals.
6. Advertisements using the method of
comparing a trader’s goods and service production and business activities with
goods and service production and business activities of the same kind of other
traders.
7. Advertisements containing untruthful information
on any of the following contents: quantity, quality, price, utility, design,
origin, category, packing, service mode and warranty duration of goods or
services.
8. Advertisements for a trader’s business
activities by using advertising products which infringe upon intellectual
property rights; using images of other organizations or individuals for
advertising purpose without the consent of such organizations or individuals.
9. Advertisements for the purpose of unfair
competition according to the provisions of law.
Article
110.- Commercial advertising service
contracts
Commercial advertising service contracts must
be made in writing or in other forms of equivalent legal validity.
Article
111.- Rights of commercial advertising
hirers
Unless otherwise agreed, commercial
advertising hirers shall have the following rights:
1. To select commercial advertising
distributors, forms, contents, means, scope and duration;
2. To inspect and supervise the performance
of commercial advertising service contracts.
Article 112.- Obligations of
commercial advertising hirers
Unless otherwise agreed, commercial
advertising hirers shall have the following obligations:
1. To supply commercial advertising service
providers with truthful and accurate information on goods and commercial
service business activities, and to be responsible for such information;
2. To pay commercial advertising service
charges and other reasonable costs.
Article
113.- Rights of commercial advertising
service providers
Unless otherwise agreed, commercial
advertising service providers shall have the following rights:
1. To request commercial advertising hirers
to supply truthful and accurate information according to agreements in
contracts;
2. To receive commercial advertising service
charges and other reasonable costs.
Article 114.- Obligations of
commercial advertising service providers
Unless otherwise agreed, commercial
advertising service providers shall have the following obligations:
1. To comply with service hirers’ choice of
commercial advertising distributors, forms, contents, means, scope and
duration;
2. To organize truthful and accurate
advertisement for goods or commercial service business activities according to
information supplied by advertising hirers;
3. To perform other obligations agreed upon
in commercial advertising service contracts.
Article
115.- Commercial advertising distributors
Commercial advertising distributors are
persons who directly distribute commercial advertising products.
Article
116.- Obligations of commercial advertising
distributors
Commercial advertising distributors shall
have the following obligations:
1. To comply with the provisions of Article
107 of this Law on the use of means of commercial advertising;
2. To perform advertising distribution
contracts already entered into with advertising distribution hirers;
3. To perform other obligations provided for
by law.
SECTION
3. DISPLAY AND INTRODUCTION OF GOODS AND SERVICES
Article
117.- Display and introduction of goods and
services
Display and introduction of goods and
services mean commercial promotion activities of traders that use goods and/or
services and documents thereon to introduce such goods and/or services to
customers.
Article
118.- Right to display and introduce goods
and services
1. Vietnamese traders, branches of Vietnamese
traders and Vietnam-based branches of foreign traders shall have the right to
display and introduce goods and/or services; to select appropriate forms of
display and introduction; to organize by themselves or hire traders providing
goods/service display and introduction services to display and introduce their
goods and/or services.
2. Representative offices of traders shall
not be allowed to directly display and introduce goods and/or services of
traders they are representing, except for displays and introductions at their
offices. When being authorized by traders, representative offices shall have
the right to enter into contracts with traders providing goods/service display
and introduction services for the display and introduction of goods and/or
services of traders they are representing.
3. Foreign traders not yet licensed to
conduct commercial activities in Vietnam and wishing to display and introduce
their goods and/or services in Vietnam must hire Vietnamese traders providing
goods/service display and introduction services to do so.
Article
119.- Provision of goods/service display
and introduction services
Provision of goods/service display and
introduction services means commercial activities whereby a trader provides goods/service
display and introduction services to other traders.
Article 120.- Forms of display and
introduction of goods and services
1. Opening showrooms for displaying and
introducing goods and/or services.
2. Displaying and introducing goods and/or services
at trade centers or in entertainment, sport, cultural or artistic activities.
3. Organizing conferences and seminars
involving the display and introduction of goods and/or services.
4. Displaying and introducing goods and/or
services online and in other forms specified by law.
Article 121.- Conditions for
displayed and introduced goods and/or services
1. Displayed and introduced goods and/or
services must be those which are legally traded in the market.
2. Displayed and introduced goods and/or
services 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 and
introduction must, apart from the conditions defined in Article 121 of this
Law, also satisfy the following conditions:
1. Being goods permitted for import into
Vietnam;
2. Goods which are temporarily imported for
display and introduction must be re-exported after the end of such display and
introduction within six months as from the date of temporary import; past this
time limit, the procedures for time limit prolongation must be carried out at
the customs offices where the temporary import has been made;
3. Goods temporarily imported for display and
introduction which are sold in Vietnam shall comply with the provisions of
Vietnamese law on import goods.
Article
123.- Cases where display and introduction
of goods and/or services are prohibited
1. The organization of display and
introduction of goods and/or services, or the use of forms and means of goods
and/or service display and introduction, which are detrimental to national
security, social order and safety, landscape, environment and human health;
2. Display and introduction of goods and/or
services or use of forms and means of display and introduction, which are
contrary to the historic, cultural and ethical traditions and fine customs of
Vietnam;
3. Display and introduction of goods and/or
services, which reveal state secrets;
4. Display and introduction of goods of other
traders for comparison with one’s own goods, except where the goods for
comparison are counterfeit goods or goods infringing upon intellectual property
rights according to the provisions of law;
5. Display and introduction of goods samples
which are inconsistent with goods being traded in terms of quality, price,
utility, design, category, packing, warranty duration and other quality
standards in order to deceive customers.
Article
124.- Contracts for provision of goods
and/or service display and introduction services
Contracts for provision of goods and/or
service display and introduction services must be made in writing or in other
forms of equivalent legal validity.
Article 125.- Rights of goods and/or service display and
introduction service hirers
Unless otherwise agreed, goods and/or service
display and introduction service hirers shall have the following rights:
1. To request goods and/or service display
and introduction service providers to fulfill agreements in contracts;
2. To inspect and supervise the performance
of goods and/or service display and introduction service contracts.
Article
126.- Obligations of goods and/or service
display and introduction service hirers
Unless otherwise agreed, goods and/or service
display and introduction service hirers shall have the following obligations:
1. To supply all goods and/or services to be
displayed and introduced, or means to service providers as agreed upon in
contracts;
2. To supply information on goods and/or
services to be displayed and introduced and take responsibility for such
information;
3. To pay service charges and other
reasonable expenses.
Article
127.- Rights of goods and/or service
display and introduction service providers
Unless otherwise agreed, goods and/or service
display and introduction service providers shall have the following rights:
1. To request service hirers to supply goods
and/or services to be displayed and introduced within time limits agreed upon
in contracts;
2. To request service hirers to supply
information on goods and/or services to be displayed and introduced and other
necessary means as agreed upon in contracts;
3. To receive service charges and other
reasonable expenses.
Article
128.- Obligations of goods and/or service
display and introduction service providers
Unless otherwise agreed, goods and/or service
display and introduction service providers shall have the following
obligations:
1. To display and introduce goods and/or
services as agreed upon in contracts;
2. To preserve displayed and introduced
goods, documents and means supplied to them during the performance of
contracts; and upon the completion of the goods and/or service display and
introduction, to return all displayed and introduced goods, documents and means
to service hirers;
3. To conduct the goods and/or service
display and introduction according to contents agreed with service hirers.
SECTION
4. TRADE FAIRS AND EXHIBITIONS
Article
129.- Trade fairs and exhibitions
Trade fairs and exhibitions mean commercial
promotion activities conducted in a concentrated manner at particular locations
and for given periods of time for traders to display and introduce their goods
and/or services for the purpose of promoting them and seeking opportunities for
entering into contracts for sale and purchase of goods or service contracts.
Article
130.- Provision of trade fair and
exhibition services
1. Provision of trade fair and exhibition
services means commercial activities whereby traders dealing in these services
provide services of organizing or participating in trade fairs and exhibitions
to other traders for receiving trade fair and exhibition organization service
charges.
2. Trade fair and exhibition organization
service contracts must be made in writing or in other forms of equivalent legal
validity.
Article
131.- Rights to organize or participate in
trade fairs and exhibitions
1. Vietnamese traders, branches of Vietnamese
traders, Vietnam-based branches of foreign traders shall have the right to
directly organize or participate in trade fairs and exhibitions for goods
and/or services they trade in or hire traders providing trade fair and
exhibition services to do so.
2. Representative offices of traders shall
not be allowed to directly organize or participate in trade fairs and exhibitions.
When being authorized by traders, representative offices shall have the right
to sign contracts with traders providing trade fair and exhibition services to
do so for the traders they are representing.
3. Foreign traders shall have the right to
directly participate or hire Vietnamese traders providing trade fair and
exhibition services to participate, on their behalf, in trade fairs and
exhibitions in Vietnam. Where they wish 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.- Organization of trade fairs and
exhibitions in Vietnam
1. Trade fairs and exhibitions organized in
Vietnam must be registered with and certified in writing by the state
management agencies in charge of commerce of the provinces or centrally-run
cities where such trade fairs and exhibitions are to be organized.
2. The Government shall specify the order,
procedures, contents of registration and certification of the organization of
trade fairs and exhibitions in Vietnam provided for in Clause 1 of this
Article.
Article 133.- Organization of and
participation in overseas trade fairs and exhibitions
1. Traders not providing trade fair and
exhibition services, when directly organizing or participating in overseas
trade fairs and exhibitions for goods and/or services they trade in, must
comply with the regulations on export of goods.
2. Traders providing trade fair and
exhibition services, when arranging for other traders to participate in
overseas trade fairs and exhibitions, must register such with the Ministry of
Trade.
3. Traders that have not yet registered their
business of providing trade fair and exhibition services shall not be allowed
to arrange 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 of, and participation
in, overseas trade fairs and exhibitions provided for in Clauses 1 and 2 of
this Article.
Article
134.- Goods and/or services displayed and
introduced at trade fairs and exhibitions in Vietnam
1. Goods and/or services which are not
permitted for participation in trade fairs and exhibitions include:
a/ Goods and/or services banned from
business, subject to business restrictions, or not yet permitted for
circulation according to the provisions of law;
b/ Goods and/or services provided by overseas
traders and banned from import according to the provisions of law;
c/ Counterfeit goods and goods infringing
upon intellectual property rights, except where they are displayed and
introduced for comparison with genuine ones.
2. Apart from the provisions of this Law on
trade fairs and exhibitions, goods and/or services subject to specialized
management must also comply with regulations on specialized management of such
goods and/or services.
3. Goods temporarily imported for
participation in trade fairs or exhibitions in Vietnam must be re-exported
within thirty days after the end of such trade fairs or exhibitions.
4. The temporary import for re-export of
goods for participation in trade fairs or exhibitions in Vietnam must comply
with the provisions of customs law and other relevant provisions of law.
Article
135.- Goods and/or services participating
in overseas trade fairs and exhibitions
1. All types of goods and services shall be
permitted to participate in overseas trade fairs and exhibitions, except for
those banned from export according to the provisions of law.
2. Goods and/or services banned from export
shall only be permitted for participation in overseas trade fairs and
exhibitions when so approved by the Prime Minister.
3. The time limit for temporary export of
goods for participation in overseas trade fairs and exhibitions shall be one
year from the date such goods are temporarily exported. If past that time
limit, the goods are not re-imported yet, such goods shall be subject to taxes
and other financial obligations as provided for by Vietnamese law.
4. The temporary export for re-import of
goods for participation in overseas trade fairs and exhibitions must comply
with the provisions of customs law and other relevant provisions of law.
Article
136.- Sale, presentation of goods as gifts
and provision of services at trade fairs and exhibitions in Vietnam
1. Goods and services displayed and
introduced at trade fairs and exhibitions in Vietnam are permitted to be sold,
presented as gifts or provided at such trade fairs and exhibitions; for
imported goods, registration thereof must be made with customs offices, except
for the cases specified in Clause 2 of this Article.
2. Goods which are imported under permits of
competent state agencies shall be sold or presented as gifts only after written
approvals of such competent state agencies are obtained.
3. The sale and presentation of goods as
gifts at trade fairs and exhibitions mentioned in Clause 2, Article 134 o this
Law must comply with regulations on specialized import management of such
goods.
4. Goods sold or presented as gifts, and services
provided at trade fairs and exhibitions in Vietnam shall be subject to taxes
and other financial obligations as provided for by law.
Article
137.- Sale, presentation of Vietnamese
goods as gifts and provision of Vietnamese services participating in overseas
trade fairs and exhibitions
1. Vietnamese goods and services
participating in overseas trade fairs and exhibitions are permitted to be sold,
presented as gifts or provided at such trade fairs and exhibitions, except the
cases defined in Clauses 2 and 3 of this Article.
2. The sale and presentation as gifts of
goods, which are banned from export but have been temporarily exported for
participation in overseas trade fairs and exhibitions, shall be made only after
the Prime Minister’s approval is obtained.
3. Goods exported under permits of competent
state agencies shall be sold or presented as gifts only after written approvals
of such competent state agencies are obtained.
4. Vietnamese goods and/or services
participating in overseas trade fairs and exhibitions and being sold, presented
as gifts or provided overseas shall be subject to taxes and other financial
obligations as provided for 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. To sell, present goods as gifts and
provide services displayed and introduced at trade fairs and exhibitions according
to the provisions of law.
3. To temporarily import and re-export goods
and documents on goods and/or services for display at trade fairs and
exhibitions.
4. To comply with regulations on organization
of trade fairs and exhibitions in Vietnam.
Article
139.- Rights and obligations of traders
organizing or participating in overseas trade fairs and exhibitions
1. To temporarily export and re-import goods
and documents on goods and/or services for display and introduction at trade
fairs or exhibitions.
2. To comply with regulations on organization
of, and participation in, overseas trade fairs and exhibitions.
3. To sell and present as gifts goods
displayed and introduced at overseas trade fairs and exhibitions; and to pay
taxes and fulfill other financial obligations as provided for by Vietnamese
law.
Article
140.- Rights and obligations of traders
providing trade fair and exhibition services
1. To post up topics and durations of trade
fairs and exhibitions at places where such trade fairs and exhibitions are to
be organized before their opening dates.
2. To request service hirers to supply goods
for participation in trade fairs and exhibitions within time limits agreed upon
in contracts.
3. To request service hirers to supply
information on goods and/or services for participation in trade fairs and
exhibitions and other necessary means as agreed upon in contracts;
4. To receive service charges and other
reasonable expenses;
5. To organize trade fairs and exhibitions as
agreed upon in contracts.
Chapter
V
INTERMEDIARY ACTIVITIES IN COMMERCE
SECTION
1. REPRESENTATION OF TRADERS
Article
141.- Representation of traders
1. Representation of traders means an
activity whereby a trader (referred to as representative) is authorized by
another trader (referred to as nominator) to conduct commercial activities in
the name and under the instructions of the latter for remuneration.
2. Where a trader nominates his/her/its
personnel to act as his/her/its representative, the provisions of the Civil
Code shall apply.
Article
142.- Contracts for representation of
traders
Contracts for representation of traders must
be made in writing or in other forms of equivalent legal validity.
Article
143.- Scope of representation
Parties may agree that the representative may
conduct part or all of commercial activities within the scope of operation of
the nominator.
Article
144.- Duration of representation of traders
1. The duration of representation is agreed
upon by the parties.
2. Where no agreement is reached, the
duration of representation shall expire when the nominator notifies the
representative of the termination of the representation contract, or the
representative notifies the nominator of the termination of the contract.
3. Unless otherwise agreed, if the nominator
unilaterally notifies the termination of the representation contract according
to Clause 2 of this Article, the representative may request the nominator to
pay an amount of remuneration for the signing by the nominator of contracts
with customers with whom the representative has negotiated and to pay other
remunerations which the representative would otherwise have been entitled to.
4. Where the duration of representation
expires according to Clause 2 of this Article at the request of the
representative, the representative shall forfeit the right to remuneration for
transactions which he/she/it would otherwise have been entitled to unless
otherwise agreed upon by the parties.
Article
145.- Obligations of representatives
Unless otherwise agreed, a representative
shall have the following obligations:
1. To conduct commercial activities in the
name and for the interest of the nominator;
2. To notify the nominator of opportunities
and results of performance of authorized commercial activities;
3. To follow instructions of the nominator if
such instructions do not violate the provisions of law;
4. To refrain from conducting commercial
activities in his/her/its own name or in the name of a third party within the
scope of representation;
5. To refrain from disclosing or supplying to
other people secrets related to commercial activities of the nominator during
the period of representation and within two years after the termination of the
representation contract;
6. To preserve assets and documents assigned
for performing activities of representation.
Article
146.- Obligations of nominators
Unless otherwise agreed, a nominator shall
have the following obligations:
1. To notify the representative immediately
of the signing of contracts negotiated by the representative, the performance
of contracts entered into by the representative, and the acceptance or
non-acceptance of activities conducted by the representative outside the scope
of representation;
2. To supply assets, documents and
information necessary for the representative to perform activities of
representation;
3. To pay remuneration and other reasonable
expenses to the representative;
4. To notify promptly the representative of
the impossibility of entering into or performing the contract within the scope
of representation.
Article
147.- Right to enjoy representation
remuneration
1. Representatives shall enjoy remunerations
for contracts entered into within the scope of representation. The right to
enjoy remunerations arises from the time agreed upon by the parties in representation
contracts.
2. Where it is not agreed upon, the
remuneration rate for the representative shall be determined according to
Article 86 of this Law.
Article
148.- Payment of incurred expenses
Unless otherwise agreed, representatives
shall have the right to claim the payment of reasonable expenses incurred for
the performance of representation activities.
Article
149.- Lien
Unless otherwise agreed, representatives
shall have lien over assets and documents assigned to them to secure the
payment of remunerations and expenses which are due.
SECTION
2. COMMERCIAL BROKERAGE
Article
150.- Commercial brokerage
Commercial brokerage means a commercial
activity whereby a trader acts as an intermediary (referred to as broker)
between parties selling and purchasing goods or providing commercial services
(referred to as principals) in the course of negotiations and entering into
contracts for sale and purchase of goods or provision of services and shall be
entitled to a remuneration under a brokerage contract.
Article
151.- Obligations of commercial brokers
Unless otherwise agreed, a commercial broker
shall have the following obligations:
1. To preserve samples of goods and documents
assigned for the performance of brokerage activities, and to return them to the
principals after the completion of brokerage;
2. Not to disclose or supply information to
the detriment of the interests of the principals;
3. To be responsible for the legal status,
but not for the solvency, of the principals;
4. Not to take part in the performance of
contracts between the principals, except where so authorized by the principals.
Article
152.- Obligations of principals
Unless otherwise agreed, a principal shall
have the following obligations:
1. To supply information, documents,
necessary means related to goods and services;
2. To pay brokerage remuneration and other
reasonable expenses to the broker.
Article
153.- The right to enjoy brokerage
remuneration
1. Unless otherwise agreed, the right to
enjoy brokerage remuneration arises from the time the principals enter into
contracts.
2. Where there is no agreement, brokerage
remuneration rates shall be determined according to the provisions of Article
86 of this Law.
Article 154.- Payment of expenses
incurred in relation to brokerage
Unless otherwise agreed, principals must pay
all reasonable expenses incurred in relation to brokerage to brokers, even
where the brokerage does not bring about any results for principals.
SECTION
3. SALE AND PURCHASE OF GOODS BY MANDATED DEALERS
Article
155.- Purchase and sale of goods by
mandated dealers
Purchase and sale of goods by mandated
dealers mean commercial activities whereby the mandatory conducts the purchase
and sale of goods in his/her/its own name under terms agreed upon with the
mandator and is entitled to receive mandate commission.
Article
156.- Mandatories
A mandatory for purchase and sale of goods is
a trader dealing in goods which are consistent with the mandated goods and
conducting the purchase and sale of goods under terms agreed upon with the mandator.
Article
157.- Mandators
A mandator of purchase and sale of goods may,
or may not, be a trader that authorizes a mandatory to conduct the purchase and
sale of goods at his/her/its request and pays a commission.
Article
158.- Mandated goods
All goods which are lawfully circulated may
become the subject matter of a mandated sale and purchase.
Article 159.- Mandate contracts
Mandate contracts for purchase and sale of
goods must be made in writing or in other forms of equivalent legal validity.
Article 160.- Sub-mandate to a
third party
A mandatory shall not be allowed to
sub-mandate a third party to perform the signed mandate contract for purchase
and sale of goods, except where it is so approved in writing by the mandator.
Article 161.- Multilateral mandate
A mandatory may accept the mandate for
purchase and sale of goods from different mandators.
Article
162.- Rights of mandators
Unless otherwise agreed, mandators shall have
the following rights:
1. To request mandatories to supply adequate
information on the performance of mandate contracts;
2. Not to bear responsibility in cases where
mandatories commit law violations, except for cases specified in Clause 4,
Article 163 of this Law.
Article
163.- Obligations of mandators
Unless otherwise agreed, mandators shall have
the following obligations:
1. To provide information, documents and
means necessary for the performance of mandate contracts;
2. To pay mandate commissions and other
reasonable expenses to mandatories;
3. To hand over money and goods as agreed
upon;
4. To bear joint responsibility in cases
where mandatories commit law violations which are attributable to acts of
mandators or intentional law-breaking acts of the parties.
Article
164.- Rights of mandatories
Unless otherwise agreed, mandatories shall
have the following rights:
1. To request mandators to provide
information and documents necessary for the performance of mandate contracts;
2. To receive mandate commissions;
3. Not to bear responsibility for goods
handed over to mandators strictly under agreement.
Article
165.- Obligations of mandatories
Unless otherwise agreed, mandatories shall
have the following obligations:
1. To conduct the purchase and sale of goods
as agreed upon;
2. To notify mandators of matters related to
the performance of mandate contracts;
3. To follow instructions of mandators as
agreed upon;
4. To preserve assets and documents assigned
to them for the performance of mandate contracts;
5. To keep secret information related to the
performance of mandate contracts;
6. To hand over money and goods as agreed
upon;
7. To bear joint responsibility for law
violation acts of mandators, in cases where such law violation acts are
partially attributable to their own faults
SECTION
4. COMMERCIAL AGENCY
Article
166.- Commercial agency
Commercial agency means a commercial activity
whereby the principal and the agent agree that the agent, in its own name,
sells or purchases goods for the principal or provides services of the
principal to customers for remuneration.
Article
167.- Principals and agents
1. Principals are traders that deliver goods
to agents for sale or provide money to agents for purchase of goods, or traders
that authorize the provision of services to service-providing agents.
2. Agents are traders that receive goods to
act as sale agents or receive money to act as purchase agents or accepts the
authorization to provide services.
Article
168.- Agency contracts
Agency contracts must be made in writing or
in other forms of equivalent legal validity.
Article
169.- Forms of agency
1. Off-take agency is a form of agency
whereby the agent definitely sells or purchases a specific quantity of goods or
provides a full service for the principal.
2. Exclusive agency is a form of agency
whereby a sole agent is authorized by the principal to sell or purchase one or
more goods items or to provide one or more types of services within a given
geographical area.
3. General goods sale or purchase or service
provision agency is a form of agency whereby an agent organizes a network of
sub-agents to sell or purchase goods, or provide services for the principal.
The general agent represents the network of
sub-agents. Sub-agents operate under the management and in the name of the
general agent.
4. Other forms of agency agreed upon by the
parties.
Article
170.- Ownership right in commercial agency
The principal is the owner of goods or money
delivered to the agent(s).
Article
171.- Agency remuneration
1. Unless otherwise agreed, agency
remuneration shall be paid to agents in the form of commission or price margin.
2. Where principals fix goods purchase or
sale prices or service charge rates, agents shall enjoy commissions calculated
in percentage of such goods purchase or sale prices or service charge rates.
3. Where principals do not fix goods purchase
or sale prices or service charge rates but fix only agency prices, agents shall
enjoy price margins. Price margin is determined to be the difference between
goods purchase or sale price or service charge rate and the price fixed by the
principals for the agent.
4. Where the parties do not agree upon the
agency remuneration level, the remuneration level shall be calculated as
follows:
a/ The actual remuneration level which has
been previously paid by/to parties;
b/ Where Point a of this Clause cannot apply,
the agency remuneration level shall be the average remuneration level
applicable to the same type of goods or service paid by the principal to other
agents;
c/ Where Points a and b of this Clause cannot
apply, the agency remuneration level shall be the ordinary remuneration level
applicable to the same type of goods or service in the market.
Article
172.- Rights of principals
Unless otherwise agreed, principals shall
have the following rights:
1. To fix prices of goods purchased or sold
or charge rates of services provided to customers under agency;
2. To fix agency prices;
3. To request agents to take security
measures as provided for by law;
4. To request agents to make payments or
deliver goods under agency contracts;
5. To inspect and supervise the performance
of contracts by agents;
Article
173.- Obligations of principals
Unless otherwise agreed, principals shall
have the following obligations:
1. To guide, supply information to, and
facilitate, agents to perform agency contracts;
2. To bear responsibility for quality of
goods of goods sale or purchase agents, and quality of services of
service-providing agents;
3. To pay remuneration and other reasonable
expenses to agents;
4. To return to agents their assets used as
security (if any) upon the termination of agency contracts;
5. To bear joint responsibility for law
violation acts of agents if such law violation acts are partly attributable to
their faults.
Article
174.- Rights of agents
Unless otherwise agreed by the parties,
agents shall have the following rights:
1. To enter into agency contracts with one or
more principals, except for cases specified in Clause 7, Article 175 of this
Law;
2. To request principals to deliver goods or
money under agency contracts; to take back assets used as security (if any)
upon the termination of agency contracts;
3. To request principals to guide, supply
information and create other related conditions for the performance of agency
contracts;
4. To decide on goods sale prices or service
charge rates for customers, for off-take agents;
5. To enjoy remunerations and other lawful
rights and interests brought about by agency activities.
Article
175.- Obligations of agents
Unless otherwise agreed, agents shall have
the following obligations:
1. To purchase or sell goods or provide
services to customers at prices or charge rates fixed by principals;
2. To comply strictly with agreements on
handover and receipt of money and goods with principals;
3. To take security measures for performance
of civil obligations as provided for by law;
4. To pay to principals any proceeds of the
sale of goods, for sale agents; to deliver purchased goods to principals, for
purchase agents; or to pay service charges to principals, for service-providing
agents;
5. To preserve goods after the receipt
thereof, for sale agents, or prior to the delivery thereof, for purchase
agents; to bear joint responsibility for quality of goods of purchase or sale
agents or quality of services of service-providing agents in cases where they
are at fault;
6. To submit to inspection and supervision by
principals, and to report to principals on their agency activities;
7. Where it is specified by law that an agent
shall be allowed to enter into an agency contract with a principal for a
certain type of goods or service, such provision of law must be complied with.
Article
176.- Payment in agency activities
Unless otherwise agreed, payments for goods,
payment of service charges and payment of agency remunerations shall be made in
installments after agents complete the purchase or sale of a specific quantity
of goods or the provision of a specific volume of services.
Article
177.- Duration of agency
1. Unless otherwise agreed, the duration of
agency shall expire only after a reasonable period of time which must be at least
60 days after either party to the agency contract notifies the other party of
the termination of such agency contract.
2. Unless otherwise agreed, if the principal
notifies the termination of the agency contract according to the provisions of
Clause 1 of this Article, the agent shall have the right to request the
principal to pay a compensation for the period of time during which it has
acted as an agent for such principal.
The value of such compensation shall be an
average one-month’s agency remuneration for each year the agent has acted as an
agent for the principal. Where the duration of agency is less than one year,
such compensation shall be equal to an average one-month’s agency remuneration
during the agency term.
3. Where an agency contract is terminated at
the request of the agent, the agent shall not have the right to request the
principal to pay compensation for the period of time during which it has acted
as an agent for the principal.
Chapter
VI
SOME OTHER SPECIFIC COMMERCIAL ACTIVITIES
SECTION
1. COMMERCIAL PROCESSING
Article 178.- Commercial
processing
Commercial processing means a commercial
activity whereby a processor uses part or whole of raw materials and materials
supplied by the processee to perform one or several stages of the production
process at the latter’s request in order to receive remuneration.
Article 179.- Processing contracts
Processing contracts must be made in writing
or in other forms of equivalent legal validity.
Article 180.- Goods for processing
1. Goods of all types can be processed,
except for goods banned from business.
2. In case of processing of goods for foreign
traders for overseas consumption, goods banned from business, goods banned from
export or import may be processed if so permitted by competent state agencies.
Article
181.- Rights and obligations of processees
1. To hand over part or whole of raw
materials and materials for processing in accordance with processing contracts
or transfer money for purchase of materials with agreed quantities, quality and
at agreed prices;
2. To take back all processed products,
leased or lent machinery and equipment, raw materials, auxiliary materials,
supplies and discarded materials after the liquidation of processing contracts,
unless otherwise agreed.
3. To sell, destroy, donate or give as gifts
on the spot processed products, leased or lent machinery and equipments, raw
materials, auxiliary materials, redundant supplies, faulty products and
discarded materials according to agreements and provisions of law.
4. To send their representatives to examine
and supervise processing activities at processing places, to assign experts to
guide production technology and inspect quality of processed products according
to agreements in processing contracts.
5. To be responsible for the legality
of the intellectual property rights over processed goods, raw materials,
materials, machinery and equipment for processing handed over to processors.
Article 182.- Rights and
obligations of processors
1. To supply a part or whole of raw materials
and materials for processing as agreed upon with processees in terms of
quantities, quality, technical standards and prices.
2. To receive processing remunerations and
other reasonable expenses.
3. In case of processing for foreign
organizations and individuals, to be entitled to export on spot processed
products; leased or borrowed machinery and equipment, raw materials, materials,
redundant supplies, faulty products and discarded materials under the
authorization of processees.
4. In case of processing for foreign
organizations and individuals, to be exempt from import tax on machinery,
equipment, raw materials, auxiliary materials and supplies, that are
temporarily imported for the performance of processing contracts according to
the provisions of tax law.
5. To be responsible for the legality of
goods processing activities in cases where goods being processed are those
banned from business, export or import.
Article
183.- Processing remuneration
1. Processors may receive processing
remunerations paid in cash or in processed products, or machinery and equipment
used for the processing.
2. In case of processing for foreign
organizations and individuals, if processors receive processing remunerations
in processed products, machinery and equipment used for processing, regulations
on import of such products, machinery and equipment must be complied with.
Article
184.- Technology transfer in goods
processing with foreign organizations and individuals.
Technology transfer in goods processing with
foreign organizations and individuals shall be carried out in accordance with
agreements in processing contracts and the provisions of Vietnamese law on
technology transfer.
SECTION
2. AUCTION OF GOODS
Article 185.- Auction of goods
1. Auction of goods means a commercial
activity whereby sellers themselves conduct or hire auction organizers to
conduct public sale of goods to select purchasers that offer the highest
prices.
2. Auctions of goods shall be performed by
either of the following two modes:
a/ Upward bidding mode, which is an
auctioning mode whereby the person who offers the highest price as compared
with the reserve price shall have the right to purchase the auctioned goods;
b/ Downward bidding mode, which is an
auctioning mode whereby the person who first accepts the reserve price or the
lower price next to the reserve price shall have the right to purchase the
auctioned goods.
Article
186.- Auction organizers, goods sellers
1. Auction organizers are traders that
register the business of providing auctioning services or sell their own goods
in cases where goods sellers conduct auctions by themselves.
2. Goods sellers are owners of such goods or
persons mandated by goods owners to sell goods or persons entitled to sell
goods of others according to the provisions of law.
Article
187.- Auction participants, auctioneers
1. Auction participants are organizations and
individuals that register to participate in auctions.
2. Auctioneers are auction organizers or
persons authorized by auction organizers to run auctions.
Article
188.- Auctioning principles
The auction of goods in commerce must be
conducted on the principles of publicity, honesty and assurance of legitimate
rights and interests of auction participants.
Article
189.- Rights of auction organizers
Unless otherwise agreed, auction organizers
shall have the following rights:
1. To request goods sellers to provide fully,
accurately and promptly necessary information on auctioned goods, to create
conditions for auction organizers or auction participants to examine auctioned
goods and hand over auctioned goods to goods purchasers in cases where auction
organizers are not goods sellers;
2. To determine reserve prices in cases where
auction organizers are sellers of auctioned goods or persons authorized by goods
sellers;
3. To organize auctions;
4. To request goods purchasers to make
payments;
5. To receive auction service charges paid by
goods sellers according to the provisions of Article 211 of this Law.
Article
190.- Obligations of auction organizers
1. To organize auctions of goods in
compliance with the principles and procedures provided for by law and by
auction modes agreed upon with goods sellers.
2. To notify and post up in a public, full
and accurate manner necessary information on auctioned goods.
3. To preserve auctioned goods when they are
entrusted by sellers for safe-keeping.
4. To display goods, goods samples or
documents introducing goods for auction participants to consider.
5. To compile documents on auctions of goods
and send them to goods sellers and purchasers and relevant parties according to
the provisions of Article 203 of this Law.
6. To deliver auctioned goods to purchasers
according to contracts for provision of goods auctioning services.
7. To carry out the procedures for
transferring ownership rights over auctioned goods which are subject to the
ownership registration as provided for by law, unless otherwise agreed with
goods sellers.
8. To pay to goods sellers proceeds from the
sale of goods, including differences collected from persons that withdraw their
offered prices defined in Clause 3, Article 204 of this Law or return unsold
goods to goods sellers according to agreements. In case of no agreement, to pay
money to goods seller within three working days after receiving money from goods
purchasers, or to return the goods immediately within a reasonable time after
auctions;
Article
191.- Rights of goods sellers that are not
auction organizers
Unless otherwise agreed, goods sellers shall
have the following rights :
1. To receive money amounts for auctioned
goods and differences collected in cases specified in Clause 3, Article 204 of
this Law or receive goods back in case of unsuccessful auctions;
2. To supervise the organization of auctions
of goods.
Article 192.- Obligations of goods sellers
that are not auction organizers
Unless otherwise agreed, goods sellers shall
have the following obligations:
1. To deliver goods to auction organizers,
create conditions for auction organizers and auction participants to examine
goods, and supply in a full, accurate and timely manner necessary information
on auctioned goods;
2. To pay auction organizing service charges
according to Article 211 of this Law.
Article
193.- Goods auction-organizing service
contracts
1. Goods auction organizing service contracts
must be made in writing or in other forms of equivalent legal validity.
2. In cases where auctioned goods are objects
of pledges or mortgages, goods auction organizing service contracts must be
approved by pledgees or mortgagees, and sellers shall have to notify auction
participants of the pledged or mortgaged goods.
3. If the auction is agreed upon in pledge or
mortgage contracts but pledgors or mortgagors are absent without plausible
reasons or refuse to enter into goods auction organizing service contracts,
such contracts shall be entered into between pledgees or mortgagees and auction
organizers.
Article
194.- Determination of reserve prices
1. Goods sellers must determine reserve
prices. In cases where auction organizers are authorized to determine reserve
prices, goods sellers must be notified thereof before auctions are posted up.
2. In cases where auctioned goods are objects
of pledges or mortgages, pledgees or mortgagees must reach agreements with
pledgors or mortgagors on the determination of reserve prices.
3. If the auction is agreed upon in pledge or
mortgage contracts but pledgors or mortgagors are absent without plausible
reasons or refuse to enter into goods auction organizing service contracts, the
reserve prices shall be determined by pledgees or mortgagees.
Article
195.- Notification to persons with rights
and obligations related to goods being objects of mortgage or pledge
In cases where goods are objects of pledge or
mortgage, auction organizers, simultaneously with posting up goods auctions,
must notify persons with related rights and obligations within seven working
days before such goods are auctioned according to the provisions of Article 197
of this Law.
Article 196.- Time limit for
notification and posting up of goods auctions
1. Within seven working days before a goods
auction is held, the auction organizer must post up the auction at the auction
venue, the place of goods display and his/her/its head office according to the
provisions of Article 197 of this Law.
2. In cases where auction organizers are also
goods sellers, the time limit for posting up auctions shall be decided by goods
sellers themselves.
Article 197.- Contents of goods
auction notification and posting up
A notice and post-up of a goods auction must
have all the following contents:
1. The date and venue of auction;
2. The name and address of the auction
organizer;
3. The name and address of the goods seller;
4. The list of goods, their quantities and
quality;
5. The reserve prices;
6. Necessary information on the goods;
7. The place and time for displaying the
goods;
8. The place and time for consulting the
goods files;
9. The place and time for registering the
purchase of goods.
Article
198.- Persons not allowed to participate in
auctions
1. Persons who do not have civil act
capacity, lose civil act capacity, or have restricted civil act capacity under
the provisions of the Civil Code, or persons who, at the time of auction, are
unable to cognize or control their acts;
2. Persons working in auctioning organizations;
their parents, spouses and children;
3. Persons who have personally conducted the
assessment of to be-auctioned goods; their parents, spouses and children;
4. Persons who do not have the right to
purchase auctioned goods as provided for by law.
Article
199.- Registration for participation in
auctions
1. Auction organizers may request persons who
wish to participate in auctions to register for the auction participation
before such auctions take place.
2. Auction organizers may request persons who
wish to participate in auctions to make token payments which must not exceed 2%
of the reserve prices of auctioned goods.
3. Where persons participating in auctions
purchase auctioned goods, their token payments shall be cleared against the
purchase prices; if they cannot purchase auctioned goods, their token payments
shall be refunded to them right after auctions are completed.
4. Where persons who register for
participation in auctions have made token payments but later failed to
participate in auctions, auction organizers shall be entitled to retain such
token payments.
Article
200.- Display of auctioned goods
Goods, goods samples, documents introducing
goods and other necessary information on such goods must be displayed at places
announced since the posting up.
Article
201.- Conducting of auctions
An auction shall be conducted in the
following order:
1. The auctioneer makes a roll call of
registered participants in the goods auction;
2. The auctioneer presents each auctioned
goods item, repeats their reserve prices, answer questions of the auction
participants, and ask them to offer bids;
3. As for the upward bidding mode, the
auctioneer must clearly and accurately repeat the latest offered price which is
higher than the price offered by the previous bidder for at least three times
with an interval of at least thirty seconds. The auctioneer shall announce the
winning bidder to purchase the auctioned goods only if after repeating for
three times the price offered by such person, no one offers a higher price;
4. As for the downward bidding mode, the
auctioneer must clearly and accurately repeat every reduced price level below
the reserve price for at least three times with an interval of at least thirty
seconds. The auctioneer shall announce immediately the person who first accepts
the reserve price or any reduced price level below the reserve price to have
the right to purchase the auctioned goods.
5. In cases where many persons concurrently
offer the last price as for the upward bidding mode, or the first price as for
the downward bidding mode, the auctioneer shall have to organize a lot drawing
among such persons and announce the person who has drawn the winning lot as the
purchaser of auctioned goods.
6. The auctioneer shall have to prepare a
document on goods auction right at the auction venue, even when the auction is
unsuccessful. The auction document must clearly state the auction result and be
signed by the auctioneer, the purchaser and two witnesses from among the
auction participants. For auctioned goods which must be notarized by the State
Notary according to the provisions of law, the auction document must also be
notarized.
Article
202.- Unsuccessful auctions
An auction shall be considered unsuccessful
in the following cases:
1. There is no auction participant or no bid
price is offered;
2. The highest price offered is lower than
the reserve price, for the upward bidding mode.
Article
203.- Goods auction documents
1. Goods auction documents are documents
certifying the goods purchase and sale. A goods auction document must have the
following contents:
a/ The name and address of the auction
organizer;
b/ The name and address of the auctioneer;
c/ The name and address of the goods seller;
d/ The name and address of the goods
purchaser;
e/ The time and venue of the auction;
f/ The auctioned goods;
g/ The price at which the goods were sold;
h/ The names and addresses of two witnesses.
2. Auction documents must be sent to goods
sellers, goods purchasers and related parties.
3. In case of unsuccessful auctions, auction
documents must clearly state that the auctions were unsuccessful and have the
contents specified at Points a, b, c, e, f and h, Clause 1 of this Article.
Article
204.- Withdrawal of offered prices
1. In case of an auction by the upward
bidding mode, if the person offering the highest price immediately withdraws
his/her bid, the auction shall still continue, starting again from the
preceding offered price. In case of an auction by the downward bidding mode, if
the person who first accepts the price immediately withdraws the accepted
price, the auction shall still continue, starting again from the preceding
accepted price.
2. The person who withdraws his/her offered
price or withdraws his/her acceptance of the price shall not be allowed to
further participate in the auction.
3. Where the auctioned goods are sold at a
price lower than the withdrawn price which is previously offered for the upward
bidding mode, or accepted for the downward bidding mode, the bid withdrawer
shall have to pay the price difference to the auction organizer. Where the
goods are sold at a higher price, the bid withdrawer shall not be entitled to
such a difference.
4. In case of an unsuccessful auction, the
bid withdrawer shall have to bear expenses for the auction and not be refunded
his/her token payment.
Article
205.- Refusal to purchase
1. Unless otherwise agreed, after auctions
are declared to be complete, purchasers shall be held liable. If purchasers
refuse to purchase goods, they must obtain consents of goods sellers and bear
all costs related to the organization of auctions.
2. In cases where purchasers of auctioned
goods have paid token payments but refuse to purchase such goods, they shall
not be refunded such token payments. Such token payments shall belong to goods sellers.
Article
206.- Registration of ownership right
1. Auction documents shall serve as basis for
the transfer of the ownership right over auctioned goods, which must be
registered according to the provisions of law.
2. On the basis of goods auction documents
and other valid papers, competent state agencies shall have to register the
goods ownership rights for goods purchasers according to the provisions of law.
3. Sellers and auction organizers are obliged
to carry out procedures for transferring goods ownership rights to goods
purchasers. Expenses for carrying out procedures for such transfer shall be
deducted from proceeds from goods sale, unless otherwise agreed.
Article
207.- Time of payment for goods purchase
Time of payment for goods purchase shall be
agreed upon by auction organizers and auctioned goods purchasers. If no
agreement is reached, the time of payment for goods purchase shall be the time
provided for in Article 55 of this Law.
Article
208.- Place of payment for goods purchase
Place of payment for goods purchase shall be
agreed upon by auction organizers and goods purchasers. If no agreement is
reached, the place of payment shall be the places of business of auction
organizers.
Article
209.- Time limit for delivery of auctioned
goods
Unless otherwise agreed upon by auction
organizers and goods purchasers, the time limit for delivery of auctioned goods
is provided for as follows:
1. For goods over which the ownership right
is not required to be registered, auction organizers must deliver goods to
their purchasers immediately after auction documents are made;
2. For goods over which the ownership rights
have been registered, auction organizers must immediately carry out procedures
for transferring the ownership rights and deliver goods to their purchasers
immediately after the procedures for ownership right transfer are completed.
Article
210.- Place of delivery of auctioned goods
1. Where goods are things attached to land,
the place of delivery thereof is the place where such goods are located.
2. Where goods are movables, the place of
delivery thereof is the place where the auction is organized, unless otherwise
agreed upon by auction organizers and goods purchasers.
Article
211.- Goods auction service charges
Where there is no agreement on goods auction
service charges, such charges shall be determined as follows:
1. In case of successful auctions, auction
service charges shall be determined according to Article 86 of this Law;
2. In case of unsuccessful auctions, goods
sellers must pay a charge equal to 50% of the charge rate provided for in
Clause 1 of this Article.
Article
212.- Expenses related to auctions of goods
Unless otherwise agreed upon between goods
sellers and auction organizers, expenses related to auctions of goods shall be
determined as follows:
1. Goods sellers shall bear the expenses for
transportation of goods to the agreed places and the expenses for preservation
of goods in cases where they do not deliver the goods to auction organizers for
preservation;
2. Auction organizers shall bear the expenses
for preservation of goods delivered to them, the expenses for posting up,
notification and organization of auctions and other related expenses.
Article
213.- Responsibilities for auctioned goods
untrue to notified or posted up ones
1. Within the time limit provided for in
Article 318 of this Law, goods purchasers may return the goods to auction
organizers and request compensations for damage if the auctioned goods are
untrue to notified or posted up ones.
2. Where the auction organizer defined in
Clause 1 of this Article is not the seller and the untruthful notified or
posted up contents are attributable to the fault of the seller, the auction
organizer shall have the right to return the goods and claim damages from the
seller.
SECTION
3. BIDDING FOR GOODS OR SERVICES
Article
214.- Bidding for goods or services
1. Bidding for goods or services means 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 the bidding (referred to as bidders), a trader that satisfies the
requirements set forth by the bid solicitor and is selected to enter into and
perform a contract (referred to as bid winner).
2. The provisions on bidding in this Law
shall not apply to bidding for public procurement according to the provisions
of law.
Article
215.- Forms of bidding
1. Bidding for goods or services shall be
conducted in either of the following two forms:
a/ Open bidding which is a form of bidding whereby
the bid solicitor does not limit the number of bidders;
b/ Restricted bidding which is a form of
bidding whereby the bid solicitor invites only a limited number of bidders to
participate in the bidding.
2. The selection of the form of open bidding or
restricted bidding shall be decided by bid solicitors.
Article 216.- Modes of bidding
1. Modes of bidding include bidding with one
bid dossier bag and bidding with two dossier bags. Bid solicitors shall have
the right to select the mode of bidding and must notify such in advance to
bidders.
2. In case of bidding by mode of one dossier
bag, a bidder shall submit its bid dossier consisting of technical and
financial proposals in one dossier bag according to the requirements in the
tendering dossier and the opening of bids shall be effected only once.
3. In case of bidding by mode of two dossier
bags, a bidder shall submit its bid dossier consisting of technical and
financial proposals in two separate dossier bags submitted simultaneously, and
the opening of bids shall be effected twice. The dossier on technical proposals
shall be opened first.
Article
217.- Pre-qualification of bidders
Bid solicitors may organize the
pre-qualification of bidders in order to select those bidders that are capable
of satisfying the conditions set forth by bid solicitors.
Article
218.- Tendering dossiers
1. A tendering dossier comprises:
a/ Tendering notice;
b/ Requirements related to goods or services
subject to bidding;
c/ Methods of evaluation, comparison, grading
and selection of bidders;
d/ Other instructions related to bidding.
2. Expenses for supply of documents provided
to bidders shall be stipulated by bid solicitors.
Article
219.- Tendering notice
1. A tendering notice comprises the following
principal contents:
a/ Name and address of the bid solicitor;
b/ Brief description of bidding contents;
c/ Time limit, place and procedures for
receipt of tendering dossiers;
d/ Time limit, place and procedures for
submission of bid dossiers;
e/ Instructions for reading tendering dossiers.
2. Bid solicitors shall have to notify on the
mass media in case of open bidding or send notices on invitation to register
for bidding participation to qualified bidders in case of restricted bidding.
Article
220.- Instructions to bidders
Bid solicitors shall have to provide bidders
with instructions on the tendering conditions, procedures to be applied in the
bidding process, and to answer questions of bidders.
Article
221.- Management of bid dossiers
Bid solicitors shall have to manage bid
dossiers.
Article
222.- Bid bonds
1. Bid bonds shall be made in the form of bid
deposit, collateral or guarantee.
2. Bid solicitors may request bidders to make
bid deposits, bid collaterals or provide bid guarantees when submitting their
bid dossiers. The percentage of a bid deposit or collateral shall be set out by
bid solicitor but must not exceed 3% of the total estimated value of goods or
services subject to bidding.
3. Bid solicitors shall stipulate the mode
and conditions for making deposits, collaterals or providing bid guarantees. In
case of bid deposits or collaterals, such deposits or collaterals shall be
returned to unsuccessful bidders within seven working days from the date the
bidding results are announced.
4. Bidders shall not be allowed to receive back
their bid deposits or collaterals in cases where they withdraw bid dossiers
after the expiration of the time limit for submitting bid dossiers (referred to
as “bidding closure”), fail to enter into contracts or refuse to perform
contracts in cases where they are bid winners.
5. Guarantors for bidders are obliged to
guarantee bids for the guaranteed within the value equal to deposits or
collaterals.
Article
223.- Confidentiality of bidding
information
1. Bid solicitors must keep confidential bid
dossiers.
2. Organizations and individuals involved in
the organization of bidding and in the evaluation and selection of bids must
keep confidential information relevant to the bidding.
Article
224.- Bid opening
1. Bid opening is the opening of bid dossiers
at a fixed time or in cases where there is no prefixed time, the time of bid
opening shall be the time immediately after the bidding closure.
2. All bid dossiers submitted on time must be
opened publicly by bid solicitors. Bidders shall be entitled to attend the bid
opening.
3. Bid dossiers which are not submitted on
time shall be rejected and returned to bidders unopened.
Article
225.- Consideration of bid dossiers upon
bid opening
1. Bid solicitors consider the validity of
bid dossiers.
2. Bid solicitors may request bidders to
clarify unclear contents in their bid dossiers. Requests and clarification of
bid dossiers must be made in writing.
Article
226.- Minutes of bid opening
1. Upon bid opening, the bid solicitor and
bidders that are present shall have to sign the minutes of bid opening.
2. A minutes of bid opening must have the
following contents:
a/ Name of goods or service subject to
bidding;
b/ Date, time and place of the bid opening;
c/ Names and addresses of the bid solicitor
and bidders;
d/ Bidding prices of bidders;
e/ Written amendments or supplements and
relevant contents, if any.
Article
227.- Evaluation and comparison of bid
dossiers
1. Bid dossiers shall be evaluated and
compared according to each criterion for an overall evaluation.
The criteria for evaluation of bid dossiers
shall be provided for by bid solicitors.
2. The criteria mentioned in Clause 1 of this
Article shall be evaluated by the score-giving method or other methods
determined prior to the bid opening.
Article
228.- Amendment of bid dossiers
1. Bidders are not allowed to amend their bid
dossiers after the bid opening.
2. In the course of evaluation and comparison
of bid dossiers, bid solicitors may request bidders to clarify matters related
to their bid dossiers. Requests of solicitors and replies of bidders must be
made in writing.
3. Where bid solicitors amend some contents
in tendering dossiers, they must send such amendments in writing to all bidders
at least ten days before the deadline for submitting bid dossiers so that bidders
have enough time to finalize their bid dossiers.
Article
229.- Classification and selection of
bidders
1. On the basis of the result of the
evaluation of bid dossiers, bid solicitors shall have to classify and select
bidders according to the method already determined.
2. Where many bidders obtain equal scores and
equally satisfy criteria to win the bidding, the bid solicitor shall have the
right to select winning bidder.
Article
230.- Notification of bidding results and
entry into contracts
1. Immediately after bidding results are
available, bid solicitors shall have to notify them to bidders.
2. Bid solicitors shall finalize and enter
into contracts with bid winners on the following bases:
a/ Bidding results;
b/ Requirements stated in tendering dossiers;
c/ Contents in bid dossiers.
Article
231.- Contract performance security
1. Involved parties may agree that bid
winners should make deposits or collaterals or be provided with guarantees to
secure the performance of contracts. Money amount to be deposited or used as a
collateral shall be set by bid solicitors but must not exceed 10% of the
contract value.
2. Contract performance security measures
shall be effective up to the time of completion of contractual obligations by
bid winners.
3. Unless otherwise agreed, bid winners shall
receive back deposits or collaterals as security for the performance of
contracts upon the liquidation of such contracts. Bid winners shall not be
entitled to receive back deposits or collaterals as security for the performance
of contracts if they refuse to perform such contracts after they are entered
into.
4. After paying deposits or making
collaterals to secure the contract performance, bid winners shall have their
bid deposits or collaterals refunded.
Article
232.- Reorganization of bidding
A bidding shall be reorganized in one of the
following cases:
1. Where there is a violation of the
regulations on bidding;
2. Where all bidders fail to satisfy the
bidding requirements.
SECTION
4. LOGISTIC SERVICES
Article
233.- Logistic services
Logistic services are commercial activities
whereby traders organize the performance of one or many jobs including
reception, transportation, warehousing, yard storage of cargoes, completion of
customs procedures and other formalities and paperwork, provision of
consultancy to customers, services of packaging, marking, delivery of goods, or
other services related to goods according to agreements with customers in order
to enjoy service charges.
Article
234.- Conditions for logistic service
provision
1. Traders providing logistic services are
enterprises fully satisfying the conditions for logistic service business
provided for by law.
2. The Government shall specify logistic
service business conditions.
Article 235.- Rights and
obligations of traders providing logistic services
1. Unless otherwise agreed, traders providing
logistic services shall have the following rights and obligations:
a/ To enjoy service charges and other
reasonable expenses;
b/ To depart from instructions of customers
during the performance of contracts for plausible reasons and in the interests
of customers, provided that customers must be notified thereof immediately;
c/ To notify such customers immediately for
further instructions in cases where instructions of customers cannot be
followed in part or in whole;
d/ To perform their obligations within a
reasonable period of time if there is no agreement on specific time limit for
performance of their obligations to customers.
2. In the course of transportations of goods,
traders providing logistic services must comply with the provisions of law and
transportation practices.
Article 236.- Rights and
obligations of customers
Unless otherwise agreed, customers shall have
the following rights and obligations:
1. To guide, inspect and supervise the
performance of contracts;
2. To provide sufficient instructions to
traders providing logistic services;
3. To provide sufficient, detailed and
accurate information on the goods to traders providing logistic services;
4. To pack and mark the goods according to
contracts for purchase and sale of goods, except where there is an agreement
that traders providing logistic services shall undertake to do such job;
5. To compensate for damage caused to, and
pay reasonable costs incurred by, traders providing logistic services if such
traders have strictly complied with customers’ instructions or if the customers
are at fault;
6. To pay traders providing logistic services
all amounts due.
Article 237.- Liability
exemption for traders providing logistic services
1. Apart from the cases of liability
exemption specified in Article 294 of this Law, traders providing logistic
services shall not be liable for the goods loss caused in the following cases:
a/ The loss is caused by faults of customers
or their authorized persons;
b/ The loss is caused by traders that have
strictly followed the instructions of their customers or persons authorized by
customers;
c/ The loss is attributed to defects of the
goods;
d/ The loss occurs in cases of liability
exemption according to law and transportation practices, if traders providing
logistic services organize transportation;
e/ Trader providing logistic services are not
notified of complaints within fourteen days from the date they deliver goods to
recipients;
f/ After being complained against, traders
providing logistic services are not notified of lawsuits against them being
instituted at arbitrations or courts within nine months from the date of
delivery of goods.
2. Traders providing logistic services shall
not be liable for the loss of profits which their customers would have earned,
for any services delayed or provided at wrong addresses, for which they are not
at fault.
Article 238.- Limitation to
liability
1. Unless otherwise agreed, the full
liability of traders providing logistic services shall not exceed the
limitation of liability for the full loss of the goods.
2. The Government shall provide in detail for
the limitation of liability of traders providing logistic services in
compliance with provisions of law and international practices.
3. Traders providing logistic services shall
not enjoy the limitation of liability for damage compensation if persons with
related rights and benefits prove that the loss, damage or delayed delivery of
goods is caused by deliberate actions or inactions of traders providing
logistic services with the intention to cause such loss, damage or delayed
delivery or their actions or inactions are known to be risky who were also
aware of such loss, damage, or delay would certainly occur.
Article
239.- The right to withhold and dispose of
goods
1. Traders providing logistic services shall
be entitled to withhold a certain quantity of goods and related documents in
order to claim payment of due debts by customers but shall have to notify promptly
customers thereof in writing.
2. After forty five days from the date of
notification of the withholding of goods or their related documents, if
customers fail to pay debts, traders providing logistic services shall be
entitled to dispose of such goods or documents according to provisions of law.
Where there are indications of deterioration of goods, traders providing
logistic services shall have the right to dispose of the goods immediately
after any debt of customers becomes due.
3. Before disposing of goods, traders
providing logistic services must immediately notify their customers of such
disposal.
4. All expenses for the withholding and
disposal of goods shall be borne by customers.
5. Traders providing logistic services shall
be entitled to use proceeds from the disposal of goods to pay for debts owed to
them by their customers and related expenses. If the proceeds from the disposal
of goods exceed the value of debts, the difference must be returned to
customers. From that point of time, traders providing logistic services shall
no longer be responsible for the goods or documents already disposed of.
Article
240.- Obligations of traders providing
logistic services when withholding goods
When the right to dispose of goods provided
for in Article 239 of this Law is not yet exercised, traders providing logistic
services and withholding goods shall have the following obligations:
1. To preserve and keep the goods;
2. Not to use goods without consent of the
parties whose goods are withheld;
3. To return goods where the conditions for
withholding and disposal of goods provided for in Article 239 of this Law no
longer exist;
4. To pay damages to the parties whose goods
are withheld if they cause loss or damage to withheld goods.
SECTION
5. TRANSIT OF GOODS THROUGH THE VIETNAMESE TERRITORY; AND GOODS TRANSIT
SERVICES
Article
241.- Transit of goods
Transit of goods means the transportation of
goods owned by foreign organizations or individuals through the Vietnamese
territory, including transshipment, portage, warehousing, shipment separation
or alteration of modes of transportation or other jobs performed in the course
of transit.
Article
242.- Right to transit goods
1. All goods owned by foreign organizations
and individuals are allowed to be transited through the Vietnamese territory
and subject only to customs clearance at import border-gates and export
border-gates according to the provisions of law, except for the following
cases:
a/ Goods are weapons, ammunitions, explosive
materials and other type of highly dangerous goods, unless they are permitted
by the Prime Minister;
b/ Goods are banned from business, export or
import, which shall be allowed to be transited through the Vietnamese territory
only when so permitted by the Trade Minister.
2. Goods in transit when being exported from,
and means of transport carrying goods in transit when leaving, the Vietnamese
territory must be the goods or means of transport which have previously entered
the Vietnamese territory.
3. Foreign organizations or individuals that
wish to transit their goods through the Vietnamese territory must hire
Vietnamese traders providing transit services to do so, except for cases
mentioned in Clause 4 of this Article.
4. The transit of goods through the
Vietnamese territory by foreign organizations and individuals themselves or by
hired foreign traders must comply with treaties to which the Socialist Republic
of Vietnam is a contracting party and the provisions of Vietnamese law on exit,
entry and transport.
Article
243.- Routes for transit
1. Goods shall only be transited through
international border-gates and on certain routes in the Vietnamese territory.
2. On the basis of treaties to which the
Socialist Republic of Vietnam is a contracting party, the Transport Minister
shall specify routes on which the transportation of goods in transit is
allowed.
3. In the course of transit, any change of
routes on which the transportation of goods in transit is allowed must be
consented by the Transport Minister.
Article
244.- Transit by airways
Transit by airways shall be carried out in
accordance with treaties on aviation to which
the Socialist Republic of Vietnam is a contracting party.
the Socialist Republic of Vietnam is a contracting party.
Article
245.- Supervision of goods in transit
Goods in transit through the Vietnamese
territory shall be subject to the supervision by Vietnamese customs authorities
throughout the course of transit.
Article
246.- Transit duration
1. The maximum duration of transit through
the Vietnamese territory shall be thirty days from the date of completion of
customs procedures at import border-gates, except where goods are warehoused in
Vietnam or damaged or lost in the course of transit.
2. Where goods are warehoused in Vietnam or
damaged or lost in duration of transit and require more time for warehousing,
remedying such damage or loss, the transit duration may be prolonged according
to the amount of time required for such jobs and with approval of customs
authorities where transit procedures are carried out; in cases where goods are
transited under permits of the Trade Minister, approval of the Trade Minister
is required.
3. During the period of warehousing or
remedying damage and loss mentioned in Clause 2 of this Article, transit goods
and means of transport carrying transit goods must still be subject to
supervision by Vietnamese customs authorities.
Article
247.- Goods in transit consumed in Vietnam
1. Goods in transit defined at Points a and
b, Clause 1, Article 242 of this Law shall not be permitted for consumption in
Vietnam
2. Except for cases mentioned in Clause 1 of
this Article, goods in transit shall be permitted for consumption in Vietnam
only when it is so approved in writing by the Trade Minister.
3. The consumption of transit goods in
Vietnam must comply with the provisions of Vietnamese law on import of goods,
taxes, charges, fees and other financial obligations.
Article
248.- Prohibited acts during transit
1. To pay transit remunerations in transit
goods.
2. To illegally consume goods in transit or
means of transport carrying goods in transit.
Article 249.- Goods transit services
Goods transit services mean commercial
activities whereby traders carry out the transit of goods under the ownership
of foreign organizations or individuals through the Vietnamese territory for
remunerations.
Article
250.- Conditions for providing transit
services
Traders providing transit services must be
enterprises with registrations of business of providing transportation services
or logistic services according to Article 234 of this Law.
Article
251.- Transit service contracts
Transit service contracts must be made in
writing or in other forms of equivalent legal validity.
Article
252.- Rights and obligations of transit
service hirers
1. Unless otherwise agreed, transit service
hirers shall have the following rights:
a/ To request transit service providers to
receive goods at import border-gates at the agreed time;
b/ To request transit service providers to
promptly notify the conditions of goods in the course of transit through the
Vietnamese territory;
c/ To request transit service providers to
carry out all necessary procedures to limit damage or loss of goods in transit
in the course of transit through the Vietnamese territory.
2. Unless otherwise agreed, transit service
hirers shall have the following obligations:
a/ To deliver goods to import border-gates of
Vietnam on time as agreed;
b/ To supply transit service providers with
sufficient information on the goods;
c/ To supply sufficient documents necessary
for transit service providers to carry out procedures for import or
transportation in the Vietnamese territory and the export procedures;
d/ To pay transit remunerations and other
reasonable expenses to transit service providers.
Article
253.- Rights and obligations of transit
service providers
Unless otherwise agreed, transit service
providers shall have the following rights:
a/ To request transit service hirers to
deliver goods to import border-gates of Vietnam on time as agreed;
b/ To request transit service hirers to
supply sufficient necessary information on the goods;
c/ To request transit service hirers to
supply sufficient necessary documents for carrying out procedures for import
and transportation in the Vietnamese territory and export procedures;
d/ To receive transit remunerations and other
reasonable expenses.
2. Unless otherwise agreed, transit service
providers shall have the following obligations:
a/ To receive the goods at import
border-gates at the agreed time;
b/ To carry out procedures to import and
export the goods in transit into and out of the Vietnamese territory;
c/ To be responsible for goods in transit in
the course of transit through the Vietnamese territory;
d/ To perform necessary jobs to minimize loss
and/or damage to the goods in transit in the course of transit through the
Vietnamese territory;
e/ To pay assorted fees and charges and other
financial obligations applicable to goods in transit as provided for by
Vietnamese law;
f/ To cooperate with competent state agencies
of Vietnam in dealing with matters related to the goods in transit.
SECTION
6. ASSESSMENT SERVICES
Article
254.- Assessment services
Assessment services are commercial activities
whereby traders perform necessary jobs to determine actual conditions of goods,
results of the provision of services and other contents at the request of
customers.
Article
255.- Contents of assessment
Assessment comprises one or a number of
contents regarding the quantity, quality, packing, value of goods, origin of
goods, losses, safety, hygienic and quarantine standards, results of the
provision of services, method of providing services and other contents at the
request of customers.
Article
256.- Traders providing commercial
assessment services
Only traders that satisfy all the conditions
provided for by law and are granted business registration certificates for
provision of commercial assessment services shall be allowed to provide
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 enterprises established according to
the provisions of law;
2. Having assessors who have all the
qualifications specified in Article 259 of this Law;
3. Being capable of carrying out procedures
and methods for assessing goods or services under the provisions of law, the
international standards or which are commonlly applied by countries in
assessment of such goods or services.
Article 258.- Scope of providing
commercial assessment services
Traders providing commercial assessment
services shall be allowed to provide assessment services in domains of
assessment only when they fully satisfy the conditions provided for in Clauses
2 and 3, Article 257 of this Law.
Article
259.- Criteria of assessors
1. An assessor must fully satisfy the
following criteria:
a/ Possessing a university or college degree
suitable to the requirements of the domain of assessment;
b/ Having a professional certificate
for the assessment domain in cases where such professional certificate is
required by law;
c/ Having worked for at least three years in
the domain of assessment of goods or services.
2. Basing themselves on the criteria
specified in Clause 1 of this Article, directors of enterprises providing
commercial assessment services shall recognize assessors and be responsible
before law for their decisions.
Article
260.- Assessment certificates
1. Assessment certificates are documents
determining the actual conditions of goods and services according to the
assessment contents required by customers.
2. Assessment certificates must be signed by
competent representatives of enterprises providing commercial assessment
services, have signatures and full names of assessors, and be affixed with
professional seals already registered with competent agencies.
3. Assessment certificates shall only be
valid for those contents already assessed.
4. Traders providing assessment services
shall be responsible for accuracy of results and conclusions in assessment
certificates.
Article
261.- Legal validity of assessment
certificates with respect to assessment requesters
Assessment certificates shall be legally
binding on assessment requesters in cases where they cannot prove that
assessment results are non-objective, untruthful or obtained with technical or
professional errors.
Article
262.- Legal validity of assessment
certificates with respect to contractual parties
1. Where contracting parties agree on the use
of an assessment certificate issued by a particular trader providing assessment
services, such assessment certificate shall be legally binding on all the
parties if they cannot prove that the assessment results are non-objective,
untruthful or obtained with technical or professional errors.
2. Where contractual parties do not agree on
the use of an assessment certificate issued by a particular trader providing
assessment services, such assessment certificate shall only be binding on the
party requesting the assessment according to Article 261 of this Law. The other
contractual party shall have the right to request re-assessment.
3. If a re-assessment certificate is
inconsistent with the original assessment certificate:
a/ Where the trader providing assessment
services and issuing the original assessment certificate accepts the results
stated in the re-assessment certificate, such results shall be legally binding
on all the parties;
b/ Where the trader providing assessment
services and issuing the original assessment certificate does not accept the
results stated in the re-assessment certificate, the parties shall agree to
select another trader providing assessment services to perform the
re-assessment for the second time. The results of the second-time re-assessment
shall be legally binding on all the parties.
Article
263.- Rights and obligations of traders
providing assessment services
1. Traders providing assessment services
shall have the following rights:
a/ To request customers to supply in a
sufficient, accurate and timely manner necessary documents for performance of
assessment services;
b/ To receive assessment service charges and
other reasonable expenses.
2. Traders providing assessment services
shall have the following obligations:
a/ To observe the standards and other
relevant provisions of law on assessment services;
b/ To perform the assessment in an honest,
objective, independent, timely manner and according to the assessment
procedures and methods;
c/ To issue assessment certificates;
d/ To pay violation fines and/or damages
according to the provisions of Article 266 of this Law.
Article
264.- Rights of customers
Unless otherwise agreed, customers shall have
the following rights:
1. To request traders providing assessment
services to perform the assessment according to the agreed contents;
2. To request re-assessment if they have
sound reasons to believe that traders providing assessment services fail to
properly satisfy their requirements or perform the assessment in an untruthful
and non-objective manner or with technical and professional errors;
3. To request payment of fines or damages
according to the provisions of Article 266 of this Law.
Article
265.- Obligations of customers
Unless otherwise agreed, customers shall have
the following obligations:
1. To supply in a sufficient, accurate and
timely manner necessary documents to traders providing assessment services when
so requested;
2. To pay assessment service charges and
other reasonable expenses.
Article
266.- Fines and damages in case of
incorrect assessment results
1. Where traders providing assessment
services issue assessment certificates showing incorrect results caused by
their unintentional faults, they must pay fines therefor to customers. The fine
level shall be agreed upon by the parties but must not exceed ten times the
assessment service charge.
2. Where traders providing assessment
services issue assessment certificates showing incorrect results caused by
their intentional faults, they must pay compensations for damage caused to
customers that directly request the assessment.
3. Customers are obliged to prove that
assessment results are incorrect and traders providing assessment services are
at fault.
Article
267.- Authorized assessment
Where foreign traders providing assessment
services are hired to perform assessment while having no license to operate in
Vietnam, such traders may authorize traders providing assessment services which
have been licensed to operate in Vietnam to provide assessment services but
must still be held responsible for the assessment results.
Article
268.- Assessment at the request of state
agencies
1. Traders providing assessment services
which fully satisfy the conditions and criteria suitable with assessment
requirements shall have to perform assessment at the request of state agencies.
2. State agencies which request the
assessment shall have to pay assessment remunerations to traders providing
assessment services according to agreements between the two parties on the
basis of market prices.
SECTION
7. LEASE OF GOODS
Article
269.- Lease of goods
Lease of goods means commercial activities
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 duration to
enjoy rentals.
Article
270.- Rights and obligations of lessors
Unless otherwise agreed, lessors shall have
the following rights and obligations:
1. To deliver leased goods to lessees as
agreed upon in lease contracts;
2. To ensure that the right of lessees to
possess and use leased goods is not disputed by a concerned third party in the
lease duration;
3. To ensure that leased goods are suitable
to the use purposes of lessees as agreed upon by the parties;
4. To maintain and repair leased goods within
a reasonable duration. Where the maintenance and repair of leased goods cause
harms to the use of such goods by lessees, lessors shall have to reduce rent
rates or prolong lease duration corresponding to the time of maintenance and
repair;
5. To receive rentals according to agreements
or provisions of law;
6. To take back leased goods upon the expiration
of the lease duration.
Article
271.- Rights and obligations of lessees
Unless otherwise agreed, lessees shall have
the following rights and obligations:
1. To possess and use leased goods according
to lease contracts and the provisions of law. Where there is no specific
agreement on the manner in which leased goods should be used, such leased goods
shall be used in a manner appropriate to their nature;
2. To maintain and preserve leased goods in
the lease duration and return such goods to lessors upon the expiration of the
lease duration;
3. To request lessors to perform the
maintenance and repair of goods. If lessors fail to perform such obligation
within a reasonable period of time, lessees may perform the maintenance and
repair of leased goods and lessors shall bear all reasonable expenses for such
maintenance and repair;
4. To pay rentals as agreed or according to
the provisions of law;
5. Not to sell or sub-lease the leased goods.
Article
272.- Repair or alteration of original
status of leased goods
1. Lessees must not repair or alter the
original status of leased goods if not so consented by lessors.
2. Where lessees perform the repair or alter
the original status of the leased goods without lessors’ consents, lessors
shall have the right to request lessees to restore the original status of the
leased goods or claim damages.
Article
273.- Liability for loss occurring in the
lease duration
1. Unless otherwise agreed, lessors shall
bear loss of leased goods occurring in the lease duration if lessees are not at
fault in causing such loss.
2. In cases mentioned in Clause 1 of this
Article, lessors shall have to repair leased goods within a reasonable duration
to ensure the achievement of use purposes of lessees.
Article
274.- Pass of risks incurred to leased
goods
Where the parties agree on the pass of risk
to the lessee but the point of time of passing risks is not determined, that
point of time shall be determined as follows:
1. In cases where the lease contract involves
the transportation of goods:
a/ If the contract does not require the
leased goods to be delivered at a designated place, risks shall be passed to
the lessee when the leased goods are delivered to the first carrier;
b/ If the contract requires the leased goods
to be delivered at a designated place, risks shall be passed to the lessee or
the person authorized by the lessee to receive the goods at such place;
2. In cases where the leased goods are
received by a bailee other than a carrier for delivery, risks shall be passed
to the lessee as soon as the bailee acknowledge the lessee’s right to possess
the leased goods;
3. In other cases not mentioned in Clauses 1
and 2 of this Article, risks shall be passed to the lessee upon the receipt of
the leased goods by the lessee.
Article
275.- Leased goods
inappropriate to contracts
Where there is no specific agreement, goods
shall be deemed inappropriate to contracts when such goods fall into one of the
following cases:
1. They are suitable to common utility of
goods of the same type;
2. They are not suitable to specific purposes
which the lessee has informed the lessor or the lessor should have known at the
time the contract was entered into;
3. Their quality is not the same as goods
samples handed over by the lessor to the lessee.
Article 276.- Rejection of goods
1. The lessor shall give the lessee a
reasonable time after the receipt of goods for inspection thereof.
2. The lessee may reject the goods in the
following cases:
a/ The lessor does not give conditions and a
reasonable time to the lessee for inspecting the goods;
b/ When inspecting the goods, the lessee
discovers that the goods are inappropriate to the contract.
Article
277.- Rectification or replacement of
leased goods inappropriate to contracts
1. Where the lessee rejects leased goods
inappropriate to the contract, if the time limit for delivery of goods has not
yet expired, the lessor may promptly notify the lessee of the rectification or
replacement of the goods and then perform such rectification or replacement of
goods within the remaining duration.
2. Where the lessor, when performing the
rectification mentioned in Clause 1 of this Article, causes inconvenience or
unreasonable expenses to be borne by the lessee, the lessee shall have the
right to request the lessor to remedy such inconvenience or pay such
unreasonable expenses.
Article
278.- Acceptance of leased goods
1. The lessee shall be deemed having accepted
the leased goods after being given a reasonable opportunity to inspect the
leased goods and taking one of the following acts:
a/ Not rejecting the leased goods;
b/ Certifying the appropriateness of the
leased goods to agreements in the contract;
c/ Confirming the acceptance of the goods
despite their inappropriateness to agreements in the contract.
2. If the lessee discovers the
inappropriateness of the leased goods to the contract after accepting such
goods and such inappropriateness is detectable through a reasonable inspection
before the acceptance, the lessee shall not be entitled to rely on such
inappropriateness as an excuse for returning the goods.
Article
279.- Withdrawal of acceptance
1. Lessees may withdraw their acceptance of
part or whole of the leased goods if the inappropriateness of such leased goods
may render them unable to achieve the objectives of the entry into of contracts
and falls into one of the following cases:
a/ Lessors fail to make reasonable
rectification according to Article 277 of this Law;
b/ Lessees fail to detect the
inappropriateness of the goods due to lessors’ guarantee.
2. The withdrawal of acceptance must be made
within a reasonable period of time, which must not exceed three months as from
the date lessees accept the goods.
Article 280.- Responsibility for
defects of leased goods
Unless otherwise agreed, responsibility for
defects of leased goods is provided for as follows:
1. In the lease duration, lessors shall be
responsible for any defects of leased goods which already exist at the time of
delivery of such goods to lessees, except for cases mentioned in Clauses 2 and
3 of this Article;
2. Lessors shall not be responsible for any
defects of leased goods which already exist prior to the entry into of
contracts and which lessees knew or should have known;
3. Lessors shall not be responsible for any
defects of leased goods which are detected after lessees have accepted the
leased goods and which would have been detected by lessees through reasonable
inspections before accepting the goods.
4. Lessors shall be responsible for any
defects of leased goods appearing after the time of passing risks due to
lessors’ breaches of their committed obligations.
Article
281.- Sub-lease
1. Lessees shall be entitled to sub-lease
goods only when they obtain consents of lessors. Lessees shall be responsible
for sub-leased goods, unless they otherwise agree with lessors.
2. Where lessees sub-lease leased goods
without consents of lessors, lessors may revoke lease contracts. Sub-lessees
shall have to return the goods to lessors immediately.
Article
282.- Benefits arising in the lease
duration
Unless otherwise agreed, all benefits arising
from leased goods in the lease duration shall belong to lessees.
Article
283.- Change of ownership in the lease
duration
Any change of ownership over leased goods
shall not affect the validity of lease contracts.
SECTION
8. COMMERCIAL FRANCHISE
Article
284.- Commercial franchise
Commercial franchise means a commercial
activity whereby franchisors permit and require franchisees to undertake by
themselves to purchase or sell goods or provide services on the following conditions:
1. The purchase or sale of goods or provision
of services shall be conducted in accordance with methods of business
organization prescribed by franchisors and associated with the franchisors’
trademarks, trade names, business knows-how, business slogans, business logos
and advertisements.
2. Franchisors shall be entitled to supervise
and assist franchisees in conducting their business activities.
Article
285.- Commercial franchise contracts
Commercial franchise contracts must be made
in writing or in other forms of equivalent legal validity.
Article
286.- Rights of franchisors
Unless otherwise agreed, franchisors shall
have the following rights:
1. To receive franchise sums.
2. To organize advertising for the commercial
franchise system and the commercial franchise network.
3. To conduct periodical or extraordinary
inspections of activities of franchisees in order to ensure the uniformity of
the commercial franchise system and the stability of quality of goods and
services.
Article
287.- Obligations of franchisors
Unless otherwise agreed, franchisors shall
have the following obligations:
1. To supply documents guiding the commercial
franchise system to franchisees;
2. To provide initial training and regular
technical assistance to franchisees for managing the latter’s activities in
accordance with the commercial franchise system;
3. To design and arrange places of sale of
goods or provision of services at the expenses of franchisees;
4. To guarantee the intellectual property
rights over objects stated in franchise contracts;
5. To equally treat all franchisees in the
commercial franchise system.
Article
288.- Rights of franchisees
Unless otherwise agreed, franchisees shall
have the following rights:
1. To request franchisors to provide fully
technical assistance related to the commercial franchise system;
2. To request franchisors to equally treat
all franchisees in the commercial franchise system.
Article
289.- Obligations of franchisees
Unless otherwise agreed, franchisees shall
have the following obligations:
1. To pay franchise sums and other amounts
under commercial franchise contracts;
2. To invest adequate material facilities,
financial sources and human resources to take over business rights and know-how
transferred by franchisors;
3. To submit to the control, supervision and
instruction by franchisors; to comply with all requirements set forth by
franchisors on designing and arrangement of places of sale of goods or
provision of services;
4. To keep secret the franchised business
know-how even after the expiration or termination of commercial franchise
contracts;
5. To stop using trademarks, trade names,
business slogans, logos and other intellectual property rights (if any) or
systems of franchisors upon the expiration or termination of commercial
franchise contracts;
6. To manage their activities in accordance
with the commercial franchise system;
7. Not to sub-franchise without permissions
of franchisors.
Article
290.- Sub-franchise to a third party
1. A franchisee shall be entitled to sub-franchise
to a third party (referred to as sub-franchisee) if it is so consented by the
franchisor.
2. Sub-franchisees shall have the rights and
obligations of franchisees provided for in Articles 288 and 289 of this Law.
Article
291.- Registration of commercial franchises
1. Before granting commercial franchises,
intended franchisors must register them with the Trade Ministry.
2. The Government shall specify the
conditions for conducting business under commercial franchise and the order and
procedures for registering commercial franchises.
Chapter
VII
COMMERCIAL REMEDIES AND RESOLUTION OF
COMMERCIAL DISPUTES
SECTION
1. COMMERCIAL REMEDIES
Article
292.- Types of commercial remedies
1. Specific performance of contracts.
2. Fines for breaches.
3. Forcible payment of damages.
4. Suspension of performance of contracts.
5. Stoppage of performance of contracts.
6. Cancellation of contracts.
7. Other remedies agreed upon by involved
parties which are not contrary to the fundamental principles of Vietnamese law,
treaties to which the Socialist Republic of Vietnam is a contracting party and
international commercial practices.
Article
293.- Application of commercial remedies
against insubstantial breaches
Unless otherwise agreed, aggrieved parties
are not entitled to apply the remedy of suspension of performance of contracts,
stoppage of performance of contracts or cancellation of contracts against
insubstantial breaches.
Article
294.- Cases of exemption from liability for
breaching acts
1. A party that breaches a contract shall be
exempted from liability in the following cases:
a/ A case of liability exemption agreed upon
by the parties occurs;
b/ A force
majeure event occurs;
c/ A breach by one party is entirely
attributable to the other party’s fault;
d/ A breach is committed by one party as a
result of the execution of a decision of a competent state management agency
which the party cannot know, at the time the contract is entered into.
2. The contract-breaching party shall bear
the burden of proof of cases of liability exemption.
Article
295.- Notification and certification of
cases of liability exemption
1. The party must promptly notify in writing
the other party of cases of liability exemption and possible consequences
thereof.
2. When a case of liability exemption no
longer exists, the contract-breaching party must promptly notify such to the
other party. The breaching party must pay damages if it fails to notify or
notifies the other party not in a prompt manner.
3. Breaching parties are obliged to prove
their cases of liability exemption to aggrieved parties.
Article 296.- Extension of time limit for performance of
contracts, or refusal to perform contracts in force majeure circumstances
1. In a force majeure circumstance, the parties may agree to extend the
time limit for performing their respective contractual obligations. If the
parties do not agree or cannot agree upon such extension, the time limit for
performing contractual obligations shall be extended for a period of time equal
to the time length of such force
majeure circumstance plus a reasonable period of time for remedying
consequences, but not exceeding:
a/ Five months for goods or services for
which the agreed time limit for their delivery or provision does not exceed
twelve months from the date the contract is entered into;
b/ Eight months for goods or services for
which the agreed time limit for their delivery or provision exceeds twelve
months from the date the contract is entered into.
2. Beyond the time limits specified in Clause
1 of this Article, the parties may refuse to perform the contract and neither
party is entitled to request the other party to pay damages.
3. Where a party refuses to perform a
contract, it must, within ten days from the expiry date of the time limit
specified in Clause 1 of this Article, notify the other party thereof before
the latter begins to perform its contractual obligations.
4. The extension of the time limit for
performing contractual obligations mentioned in Clause 1 of this Article does
not apply to contracts for purchase and sale of goods or contracts for
provision of services with fixed time limit for goods delivery or service
completion.
Article
297.- Specific performance of contracts
1. Specific performance of a contract means a
remedy whereby the aggrieved party requests the breaching party to properly
perform the contract or apply other measures to cause the contract to be
performed and the breaching party shall have to bear any costs incurred.
2. Where the breaching party fails to deliver
goods in full or provide services in accordance with the contract, it shall
have to deliver goods in full or provide services in accordance with the
contract. Where the breaching party delivers goods or provides services of
inferior quality, it shall have to rectify defects of the goods or shortcomings
of the services or to deliver other goods as substitutes or provide services in
accordance with the contract. The breaching party must not use money or goods
or services of other types as substitutes unless so consented by the aggrieved
party.
3. Where the breaching party fails to comply
with Clause 2 of this Article, the aggrieved party may purchase goods or
receive services of correct type as stated in the contract from another seller
or provider for substitution and the breaching party must bear the price
difference and relevant expenses, if any; or may rectify defects of the goods
or shortcomings of the services by itself, and the breaching party must pay
actual and reasonable expenses for the rectification.
4. The aggrieved party shall have to receive
goods or services and make payments therefor if the breaching party has
fulfilled all obligations according to Clause 2 of this Article.
5. Where the breaching party is the
purchaser, the seller may request the purchaser to pay for and receive goods or
fulfill other obligations stipulated in the contract and provided for in this
Law.
Article
298.- Extension of time limit for
performance of obligations
In case of specific performance of a
contract, the aggrieved party may extend the time limit for a reasonable period
for the breaching party to perform its contractual obligations.
Article
299.- Relationship between the remedy of
specific performance of contracts and other remedies
1. Unless otherwise agreed, during the period
of application of specific performance of a contract, the aggrieved party may
claim for damages and fines to be paid but must not apply other remedies.
2. If the breaching party fails to carry out
the remedy of specific performance of a contract within the time limit set by
the aggrieved party, the aggrieved party may apply other remedies in order to
protect its legitimate rights.
Article
300.- Fine for breach
Fine for breach means a remedy whereby the
aggrieved party requests the breaching party to pay an amount of fine for its
breach of a contract, if so agreed in the contract, except for cases of
liability exemption specified in Article 294 of this Law.
Article
301.- Fine level
The fine level for a breach of a contractual
obligation or the aggregate fine level for more than one breach shall be agreed
upon in the contract by the parties but must not exceed 8% of the value of the
breached contractual obligation portion, except for cases specified in Article
266 of this Law.
Article
302.- Damages
1. Damages means a remedy whereby the
breaching party pays compensation for the loss caused by a contract-breaching
act to the aggrieved party.
2. The value of damages covers the value of
the material and direct loss suffered by the aggrieved party due to the breach
of the breaching party and the direct profit which the aggrieved party would
have earned if such breach had not been committed.
Article
303.- Grounds for liability to pay damages
Except for cases of liability exemption
specified in Article 294 of this Law, liability to pay damages shall arise upon
existence of all of the following elements:
1. Breach of the contract;
2. Material loss;
3. Act of breaching the contract is the
direct cause of the loss.
Article 304.- Burden of proof of loss
The party claiming damages shall bear the
burden of proof of the loss, the extent of the loss caused by the act of
breach, and direct profit amount which the aggrieved party would have earned if
the breach had not been committed.
Article
305.- Obligations to mitigate loss
The party claiming damages must apply
appropriate measures to mitigate the loss caused by a contract breach,
including the loss of direct profit which it would have earned. If the party
claiming damages fails to do so, the breaching party may request a rebate of
the value of damages to the extent of the loss that would have been mitigated.
Article
306.- Right to claim interest on delayed
payment
Where a contract-breaching party delays
making payment for goods or payment of service charges and other reasonable fees,
the aggrieved party may claim an interest on such delayed payment at the
average interest rate applicable to overdue debts in the market at the time of
payment for the delayed period, unless otherwise agreed or provided for by law.
Article
307.- Relationship between remedy of fines
and remedy of damages
1. Where the parties do not agree upon fines
for breaches, the aggrieved party shall
only be entitled to claim damages, unless otherwise provided for by this Law.
2. Where the parties agree upon fines for
breaches, the aggrieved party shall
be entitled to apply both remedies of fines and damages, unless otherwise
provided for by this Law.
Article
308.- Suspension of performance of
contracts
Except for cases of liability exemption
specified in Article 294 of this Law, suspension of performance of a contract
means a remedy whereby a party temporarily ceases the performance of its
contractual obligations in one of the following cases:
1. Upon commission of a breaching act which
serves as a condition for the suspension of performance of the contract as
agreed upon by the parties;
2. Upon a substantial breach of contractual
obligations by a party.
Article
309.- Legal consequences of suspension of
performance of contracts
1. Contracts which are suspended from performance
are still in full force and effective.
2. Aggrieved parties are entitled to claim
damages according to the provisions of this Law.
Article
310.- Stoppage of performance of contracts
Except for cases of liability exemption
specified in Article 294 of this Law, stoppage of performance of a contract
means a remedy whereby a party terminates the performance of its contractual
obligations in one of the following cases:
1. Upon commission of a breaching act which
serves as a condition for stoppage of the performance of the contract as agreed
upon by the parties;
2. Upon a substantial breach of contractual
obligations by a party.
Article
311.- Legal consequences of stoppage of
performance of contracts
1. Where a contract is stopped from
performance, it shall be terminated from the date when one party receives the
notice on stoppage. The parties shall not have to further perform their
contractual obligations. A party that has performed its contractual obligations
may request the other party to pay or perform its reciprocal obligations.
2. The aggrieved party may claim damages
according to the provisions of this Law.
Article
312.- Cancellation of contracts
1. Cancellation of a contract includes
cancellation of part of a contract or cancellation of the entire contract.
2. Cancellation of the entire contract means
the complete annulment of the performance of all contractual obligations for
the entire contract.
3. Cancellation of part of a contract means
the annulment of the performance of some contractual obligations while other
parts of the contract are still valid.
4. Except for cases of liability exemption
specified in Article 294 of this Law, the remedy of cancellation of contracts
shall be applied in the following cases:
a/ Upon commission of a breaching act which
serves as a condition for the cancellation of the contract as agreed upon by
the parties;
b/ Upon a substantial breach of contractual
obligations by a party.
Article 313.- Cancellation of
contracts in case of delivery of goods or provision of services in installments
1. Where there is an agreement on delivery of
goods or provision of services in installments, if one party fails to perform
its obligation for the delivery of goods or provision of services and such
failure constitutes a substantial breach in that time of delivery of goods or
provision of services, the other party shall have the right to declare the
cancellation of the contract for such delivery of goods or provision of
services.
2. Where the failure of a party to perform
its obligation for a delivery of goods or a provision of services serves as the
basis for the other party to conclude that a substantial breach of the contract
shall happen in subsequent deliveries of goods or provisions of services, the
aggrieved party shall have the right to declare the cancellation of the
contract for subsequent deliveries of goods or provisions of services, provided
that such party must exercise that right within a reasonable period of time.
3. Where a party has declared the
cancellation of a contract for a single delivery of goods or provision of
services, such party shall still have the right to declare the cancellation of
the contract for a delivery of goods or provision of services that has been
conducted or will be conducted subsequently if the interrelation between the
deliveries of goods makes the delivered goods or provided services unable to be
used for the purposes intended by the parties at the time they enter into the
contract.
Article
314.- Legal consequences of cancellation of
contracts
1. Except for cases specified in Article 313
of this Law, following the cancellation of a contract, such contract shall be
invalid from the time it is entered into, and the parties shall not have to
continue performing their contractual obligations, except for their agreements
on their post-cancellation rights and obligations and resolution of disputes.
2. The parties shall have the right to claim
benefits brought about by their performance of their contractual obligations.
Where both parties have indemnity obligations, their obligations must be
performed concurrently. Where it is impossible to make the indemnity with
benefits which one party has enjoyed, the obliged party must make the indemnity
in cash.
3. Aggrieved parties are entitled to claim
damages according to the provisions of this Law.
Article
315.- Notification of suspension of
performance of contracts, stoppage of performance of contracts or cancellation
of contracts
A party that suspends the performance of a
contract, stops the performance of a contract or cancels a contract must
immediately notify the other party of such suspension, stoppage or
cancellation. Where a failure to do so causes a loss to the other party, the
party that suspends the performance of the contract, stops the performance of
the contract or cancels the contract must pay damages.
Article
316.- Right to claim damages when other
remedies have been applied
A party shall not lose its right to claim
damages for the loss caused by a contract breach by the other party when other
remedies have been applied.
SECTION
2. RESOLUTION OF COMMERCIAL DISPUTES
Article
317.- Forms of resolution of disputes
1. Negotiations between the parties.
2. Conciliation between the parties by a
body, organization or individual selected by the parties to act as the
conciliation mediator.
3. Resolution by the Arbitration or the
Court.
Procedures for resolution of commercial
disputes by arbitration or a court shall comply with procedures applicable to
arbitrations or courts provided for by law.
Article
318.- Time limit for lodging complaints
Except for cases specified at Point e, Clause
1, Article 237 of this Law, the time limit for lodging complaints shall be
agreed upon by the parties, where there is no such agreement, the time limit
for lodging complaints shall be provided for as follows:
a/ Three months from the date of delivery of
goods for complaints about quantity of goods;
b/ Six months from the date of delivery of
goods for complaints about quality of goods. Where goods are under warranty,
the time limit for lodging complaints shall be three months from the expiry of
the warranty period;
c/ Nine months from the date on which the
breaching party shall have to fulfil its contractual obligations; or in the
case of a warranty, from the expiry of the warranty period, for complaints
about other violations.
Article
319.- Statute of limitations for initiating
lawsuits
The statute of limitations for lawsuits
applicable to commercial disputes shall be two years from the moment when the
legitimate rights and interests are infringed upon, except for cases specified
at Point f, Clause 1, Article 237 of this Law.
Chapter
VIII
HANDLING OF VIOLATIONS OF COMMERCIAL LAW
Article
320.- Acts of violation of commercial law
1. Acts of violation of commercial law
include:
a/ Violating provisions on business
registration; business licenses of traders; establishment and operation of
representative offices and branches of Vietnamese traders and foreign traders;
b/ Violating provisions on domestically
traded goods and services, and exported or imported goods and services;
temporary import for re-export, temporary export for re-import; transfer
through border-gates; transit;
c/ Violating provisions on taxes, invoices,
documents, accounting books and reports;
d/ Violating provisions on prices of goods
and services;
e/ Violating provisions on labeling of
domestically circulated goods and exports and imports;
f/ Smuggling, trading in goods illegally
imported, counterfeit goods or raw materials and materials for production of
counterfeit goods, or conducting illegal business;
g/ Violating provisions on quality of
domestically traded goods and services, and exported or imported goods and
services;
h/ Defrauding and deceiving customers in the
purchase and sale of goods or the provision of services;
i/ Violating provisions on protection of
interests of customers;
j/ Violating provisions on intellectual
property rights to domestically traded goods and services; and exported or
imported goods and services;
k/ Violating provisions on origin of goods;
l/ Other violations in commercial activities
according to the provisions of law.
2. The Government shall specify acts of
violation of commercial law provided for in Clause 1 of this Article.
Article
321.- Forms of handling of violations of
commercial law
1. Depending on the nature, seriousness and
consequences of violations, violating 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/ Where an act of violation involves all
elements constituting a crime, the violator shall be examined for penal
liability according to the provisions of law.
2. Where an act of violation causes harm to
the interests of the State or legitimate rights and interests of organizations
and/or individuals, compensation must be paid according to the provisions of
law.
Article
322.- Sanctioning of administrative
violations in commercial activities
The Government shall specify the sanctioning
of administrative violations in commercial activities.
Chapter
IX
IMPLEMENTATION PROVISIONS
Article
323.- Implementation effect
This Law takes effect on January 1, 2006.
This Law replaces the Commercial Law of May
10, 1997.
Article
324.- Detailed provisions and
implementation guidance
The Government shall detail and guide the
implementation of this Law.
This Law was
passed on June 14, 2005, by the XIth National Assembly of the Socialist
Republic of Vietnam at its 7th session.
CHAIRMAN OF THE NATIONAL ASSEMBLY
Nguyen Van An |