Rationale
The rapid growth of the economy has led to an increase in cross-border trade activities, making business contracts essential legal documents for international transactions According to Tsay and Agrawal (2003), a contract serves as an agreement between two parties, aimed at sharing risks and fostering long-term relationships Legally, it defines the rights and obligations of buyers and sellers, outlines the duration of contract performance, and specifies responsibilities in case of breaches, along with conditions for indemnity As a unique type of legal text, contracts possess distinct linguistic features, particularly in vocabulary, emphasizing the binding nature of agreements and the necessity for precise and accurate terms Each field of expertise, as noted by Gibbons (2003), develops its own specific language characteristics.
Effective business communication (BC) is crucial for both Vietnamese and foreign entrepreneurs, yet there is a lack of focused research on the language used in contracts, particularly BC Most existing studies are limited to general contract preparation guides and do not delve into the specific standard forms of BC As a result, many entrepreneurs resort to crafting BC in their own words or applying the same format and sentence structures across various contract types This practice can lead to ambiguity and misunderstandings, potentially resulting in significant damage or unforeseen consequences in business dealings.
The discrepancies between contracts drafted by foreigners and those created by Vietnamese individuals stem from differences in language style and the relatively new standards for contracts in Vietnam This often leads to significant challenges for Vietnamese corporations, particularly in the import-export sector, during contract negotiations and execution Consequently, many businesses face difficulties or even bankruptcy due to improper language usage in their contracts.
In recent years, researchers have observed that many companies, both large and small, operating in Binh Duong province, share a critical issue: business contracts (BC) are often created without consulting local laws or regulations This lack of legal awareness is compounded by the absence of training programs for new employees, who are not educated on the significance of economic contracts Consequently, many staff members, lacking legal expertise and proper training in contract drafting, overlook essential terms and legal requirements, leading to potential pitfalls in their business dealings It is crucial for both Vietnamese and foreign business professionals to understand the importance of legal compliance and effective contract management to ensure successful transactions.
BC is organized in both English and Vietnamese and what linguistic features are applied in making a BC correctly.
This research on "A Discourse Analysis of Vietnamese and English Business Contracts in Binh Duong Province" aims to enhance entrepreneurs' understanding of the critical importance of properly drafting business contracts (BC) to avoid unexpected losses The study highlights the similarities and differences between the two languages in BC, providing valuable insights for business professionals and office staff in accurately preparing contracts Additionally, the findings are intended to serve as a significant reference for individuals interested in this field and can greatly assist in training courses for corporate staff Ultimately, the research offers a consistent template that is beneficial for those in need of guidance in contract drafting.
Background statement
The language of contracts is a significant aspect of legal language within applied linguistics, characterized by its conservatism and resistance to change (Hiltunen, 1990:17) Legal documents often feature archaic words and phrases, which are primarily used by lawyers, as noted by Crystal and Davy (1969:27) These archaisms are believed to enhance clarity and authority in legal texts (Gibbons, 2003:41) Terms such as “herein” and “therein” can provide a more concise expression, substituting longer phrases like “in this document” or “in that clause” (Tiersma, 1999:94).
Globalization and international integration are driving the business community towards contract-based relationships, emphasizing the need for formal documentation to define these agreements Contracts serve to outline the rights and responsibilities of the involved parties, ensuring clarity and mutual understanding As we entered the new century, business contracts (BC) emerged as a crucial aspect of business discourse, though their formats may vary between English and Vietnamese contexts.
The research titled “A Discourse Analysis of Vietnamese and English Business Contracts in Binh Duong Province” highlights the lack of standardized formats and structures in business contracts among local companies Many entrepreneurs opt to draft contracts independently to save on legal fees, leading to inconsistencies and potential misunderstandings While some firms adhere to uniform formats, others create unique structures, which can result in ambiguity and significant negative impacts on their operations Additionally, the disparity in writing business contracts in foreign languages compared to Vietnamese adds to the complexity, as these differences in style and language can lead to further complications The concept of standardized contracts remains relatively new in Vietnam, emphasizing the need for improved practices in this area.
As a result, many undertakings have had problems or have gone bankrupt because of inappropriate use of language in their contracts.
The pilot study in Chapter III reveals notable differences and specific similarities between English and Vietnamese business contracts, particularly in overall structure, lexical choice, and format, confirming the initial hypothesis Consequently, a total of forty contracts will be gathered in both languages for comparison with the pilot study findings.
This study aims to enhance awareness among entrepreneurs and legal document drafters regarding the standard form BC in various languages, helping to prevent misunderstandings and potential losses in future transactions The findings are intended to serve as a valuable reference for those interested in this area and can significantly aid in staff training programs within corporations Ultimately, the research provides a consistent template that is beneficial for individuals seeking guidance.
Purpose of the study
This study examines business communications (BCs) in both Vietnamese and English, focusing on overall structure, lexical choices, and formatting Due to time constraints and limited knowledge in the business field, the analysis will not cover all aspects of BCs, but will provide insights into these key areas.
- Presenting and describing overal structure, lexical choice and the format of BCs in both Vietnamese and English;
- Identifying the similarities and differences in both Vietnamese and English BCs in terms of overal structure, lexical choice and the format.
- Finding in-depth information and drawing out a template of BC through the interview and the comparision between the characterisrics of Vietnamese andEnglish BCs with the interview results.
Research questions
To achieve the purposes and objectives of the study, the following research questions have been raised:
1) What are the characteristics of Vietnamese Business Contracts in terms of overall structure, lexical choice and format?
2) What are the characteristics of English Business Contracts in terms of overall structure, lexical choice and format?
3) What are the similarities and differences between Vietnamese Business Contracts and English Business Contracts in terms of overall structure, lexical choice and format?
Significance of the study
Successfully writing business contracts, particularly in foreign languages, is crucial in professional environments A comparative study of business contracts in Vietnamese and English will enhance understanding in the business field, focusing on overall structure, lexical choices, and formatting By highlighting similarities and differences, this research will provide valuable insights for language users and office staff, enabling them to draft legally sound business contracts in both languages.
Researchers seek to enhance understanding among entrepreneurs and users of legal documents regarding standard business contracts, aiming to prevent misunderstandings and potential losses in future transactions This study is anticipated to serve as a valuable reference for individuals interested in this area.
The findings can significantly enhance staff training programs in various corporations, while the research result template serves as a valuable resource for those seeking consistent and effective guidance.
Limitation of the study
The study's limitations stem from its focus solely on Binh Duong province, suggesting that broader research could yield more valuable insights for those interested in the topic.
Definitions of key terms
To enhance understanding from the outset, it is essential to define key terms relevant to this study This research focuses on core concepts such as discourse analysis, business contracts, their characteristics, overall structure, lexical choices, and formatting, which will be briefly defined below.
Discourse analysis, as defined by Paltridge (2006), examines language patterns across texts while considering the influence of social and cultural contexts This approach highlights how language shapes different worldviews and understandings, influenced by the relationships among participants and the impact on social identities Paltridge provides a comprehensive overview of discourse analysis, ranging from textual features to the role of texts in social and cultural contexts Additionally, Stubb (1983) contributes to this definition by emphasizing the importance of analyzing discourse in understanding communication dynamics.
“Language use above level of the sentence” It provides learners with the opportunity to study the meaningful production and interpretation of texts and talk.
According to Dilys (2005), a contract is a voluntary agreement between parties capable of contracting, involving an offer and acceptance to perform legal acts Courts often require written evidence for certain contracts, which outline the specific actions expected from the parties, such as the delivery of goods, provision of services, and monetary payments, influenced by various conditions including uncertainties and past interactions (p.385) Additionally, Deborah (1995) emphasizes that contracts serve as foundational elements of business relationships, functioning as institutional mechanisms that establish expectations during the recommencement phase of these relationships.
The overall structure of an article typically includes key sections that serve as a standard format Lexical choice refers to the specific words and phrases used by individuals to convey meaning effectively According to Lu (2006), lexical elements represent parts of a conceptual structure, highlighting the connection between a sentence's conceptual framework and its surface structure, which is influenced by phonological rules and phonetic expression.
Organization of the study
This study consists of five chapters as follows:
Chapter 1, Introduction includes rationale, statement of the problem, aims and objectives, significance of the study, research questions, limitation of the study and organizations of the study.
Chapter 2 provides a comprehensive literature review and theoretical background, highlighting previous studies relevant to the research topic It examines key concepts associated with business contracts and outlines the general characteristics of official documents in both Vietnamese and English.
Chapter 3, The methodology of research includes research design and data gathering instruments, sampling and data collection procedures, ethical considerations and data analysis of the study.
Chapter 4, Findings and discussion focuses on analysis and discussion about the overall structure, lexical choice and format of business contracts in Vietnamese and English based on the findings.
Chapter 5, This part focuses on conclusion, implications, limitations, recommendations for further study.
LITERATURE REVIEW 2.1 THEORETICAL BACKGROUND AND LITERATURE REVIEWS
Definitions of Discourse Analysis
Discourse analysis plays a crucial role in interpreting the meaning conveyed in a text, as examining grammatical and phonological forms in isolation can lead to unreliable conclusions Various definitions of discourse exist; for instance, Crystal (1992) describes it as a continuous stretch of language larger than a sentence, forming coherent units like sermons or narratives In contrast, Widdowson (1977) views discourse as the use of sentences to create larger communicative acts Additionally, Halliday and Hasan (1989) define discourse, or text, as language that serves a functional purpose.
Context plays a crucial role in discourse analysis, influencing the interpretation of various theoretical approaches across different domains The richness of discourse as a subject of study is highlighted by the abundance of available data, including conversations, letters, speeches, memos, reports, broadcasts, newspaper articles, testimonials, lessons, consultations, and interviews While some argue that discourse analysis can be viewed solely as a research method (Johnson, 2002), its multifaceted nature enriches understanding across diverse contexts.
Nunan (1993) offers a distinct perspective on the definition of discourse, differentiating between 'text' and 'discourse.' He defines 'text' as the written or recorded form of a communication event, while 'discourse' pertains to the interpretation of that event within its context According to Nunan, text analysis focuses on the formal linguistic features that set a text apart from random sentences, whereas discourse analysis also examines these features but aims to understand the purpose, function, and contextual development of the communication event.
Cook (1989) presents the theory of discourse analysis, highlighting its significance in language learning and teaching for beginners The book aims to introduce key concepts in the field and allows readers to explore these ideas in context, with carefully selected texts that enhance comprehension Additionally, McCarthy (1991) elaborates on the connection between discourse analysis and various language domains, addressing both spoken and written forms of communication.
Brown and Yule (1983) propose a balanced approach to discourse analysis, emphasizing the importance of studying both linguistic forms and the principles of interpretation that help individuals understand spoken or written language Salkie (1995) defines discourse as a segment of language that can extend beyond a single sentence, while Cook (1989) describes it as a meaningful and unified stretch of language Additionally, Crystal (1969) highlights that discourse encompasses complex syntax and is often a coherent entity, such as a sermon, argument, joke, or narrative.
Discourse analysis focuses on the analysis of language in use, emphasizing its functional aspects According to Fasold (1990), the study of discourse encompasses all elements of language use, highlighting that it cannot be limited to merely describing linguistic forms without considering their purposes and functions Instead of concentrating solely on grammatical features, functional analyses of discourse examine how utterances are contextualized within their specific environments.
Definition of Business Contract
Business contracts are essential written documents that establish legal obligations between business partners, playing a crucial role in a company's success or failure As Xie (2006:18) notes, a contract is an agreement that defines, modifies, and terminates civil rights and obligations among equal parties Furthermore, Yan Chen and Dai Yun (2014) describe contracts as a unique type of legal text characterized by specific linguistic features The vocabulary used in contracts emphasizes their binding nature upon conclusion, requiring terms to be precise and accurate Key differences in lexical features between contracts and other legal texts include capitalized first letters, formal language, technical terms, archaic words, borrowed words, and the use of modal verbs.
Carven (1985) defines a contract as “An agreement made between two or more parties which create legal rights and obligations” (p.96) Besides, Ashley
A contract is a legally binding agreement between two or more parties, requiring certain essential elements for its validity According to 1992, parties must possess legal capacity and the freedom to enter into the contract, with a mutual intention for it to be binding The purpose of the contract must be clear, agreed upon by all parties, and not illegal Additionally, each party must provide a promise, and the terms of the agreement should be sufficiently clear for understanding.
Contracts serve as the foundation of business relationships, as noted by Deborah Schiffrin (1995:46) They function as an institutional mechanism that helps establish expectations during the precommencement phase of a relationship.
(2005) points out that “A contract is an agreement that is voluntarily entered into by parties having capacity to contract to do a legal act or acts”.
Contracts are a crucial aspect of legal documentation, particularly in countries where English is the official language, such as England and America Contract English specifically pertains to the language used in civil and commercial contracts, distinguishing it from literary or basic English As noted by Gibbons (2003, p.36), each area of expertise, including contracts, develops its own unique linguistic features and vocabulary.
CHARACTERISTICS OF BUSINESS CONTRACT
2.2.1 Particular characteristics of Business Contract
The components of a contract can differ based on the transaction's nature and complexity, as noted in Chris Goddard's "Basic Principles of Contract Drafting" (2000) However, certain standard terms commonly appear in contracts Additionally, Lai Van Toan (2000) emphasizes that official documents should exhibit features such as accuracy, clarity, seriousness, objectivity, and formality.
According to Galperin (1971:102), a distinct type of language is utilized for communication in business, particularly in the style of official documents Business contracts (BC) typically have a duration of ten years or more, with the terms documented in an investment certificate issued by authorities Upon expiration, these contracts can be renewed The substantial investments associated with BCs necessitate significant capital, extensive experience, and specialized technical skills from investors These factors contribute to the longevity of BCs, as investors require ample time to recover their investment costs before realizing profits.
Contracts serve to establish obligations and grant rights, becoming legally binding documents once executed under the law They act as legal evidence for resolving disputes, which contributes to the formal and dignified nature of contract English.
2.2.2 Characteristics of Vietnamese Business Contract
According to Nguyen Trong Dan (2007), a contract is defined as an agreement between two or more parties aimed at establishing, modifying, or terminating their obligations He highlights that business contracts are specifically signed between traders, distinguishing them from other types of civil contracts.
Under Clause 1, Article 6 of the Commercial Law 2005, traders encompass legally established economic organizations and individuals who engage in independent and regular commercial activities with proper business registration Furthermore, Article 2 of the same law extends the definition of parties involved in commercial contracts to include other individuals and organizations engaged in trade-related activities.
According to Article 24 of the Commercial Law 2005, contracts for the sale and purchase of goods can be made verbally, in writing, or through specific actions For contracts that must be written, adherence to legal regulations is essential Additionally, the law permits the use of alternative legal documents with equivalent validity, such as telegraphs, telexes, faxes, electronic data messages, and other legally prescribed forms.
The law encourages mutual agreement between contracting parties, but the contract's content must adhere to the stipulations of the Contract Law as outlined in the Civil Code 2015 According to Article 398 of the Civil Code 2015, a contract may include specific elements.
Term, location, method of contract performance;
Rights and obligations of the parties;
Responsibility for breach of contract;
2.2.3 Characteristics of English Business Contract
In today's globalized world, the importance of English, particularly in business, is increasingly significant, as highlighted by Jiang Yanxin (2015) Business contracts (BC) serve as crucial legal documents for international transactions, necessitating a clear understanding of their structure and wording To effectively comprehend commercial contracts, learners must familiarize themselves with the specific functions, lexis, and grammar typical of English BCs This paper outlines the standard structure of an English business contract, drawing on Lai Van Toan's (2000) research from Da Nang University, which identifies key features that learners are likely to encounter when reading or translating these essential documents.
- Applicable law section covers the laws that govern the contract as this ……
- Agreement shall be governed by, and construed in accordance with, the law of England.
- Other operative clauses include specific terms as warranties, limitation and exclusion clauses.
The Testimonium clause typically starts with the phrase "IN WITNESS WHEREOF" or "THEREOF," which is often translated as "CERTIFICATE BELOW." For example, it may state: "IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed in duplicate by their duly authorized officers as of the date written above."
A study by Pham Thi Nguyen Tho (2011) reveals that English and Vietnamese business contracts share a similar structure, featuring essential elements such as the names of the parties, contract date, reference number, commodity details, specifications, quantity, price, shipment, packing, delivery, payment terms, force majeure clauses, arbitration, and additional terms The contract format is designed to be clear, concise, and precise to facilitate proper execution The content varies based on the scale of the contracts, whether small or large Notably, the concluding sections in both languages are brief, consisting only of a closing statement and the representatives' signatures, full names, and titles.
English and Vietnamese business communication (BC) share a common emphasis on clarity and conciseness in language Nguyen Trong Dan (1997:39) highlights that using simple and straightforward words in Vietnamese contracts is essential to avoid misunderstandings Despite this, complex terminology is occasionally employed, leading to wordy sentences and ambiguous meanings Therefore, it is crucial for the language used in BCs to remain clear and concise to ensure that all parties involved can easily comprehend the content.
Clear and concise language is essential in contract writing, as emphasized by Mc Comas (1993), who defines clear words as those that are easily perceived and concise words as brief yet comprehensive The effectiveness of communication relies on the writer's ability to use precise vocabulary, ensuring that all parties involved can easily understand the contract's intentions Both English and Vietnamese business contracts prioritize simplicity and accuracy, as any ambiguity can jeopardize the transaction Mc Comas and Quirk (1976) further highlight that unfamiliar words can lead to misinterpretation, underscoring the importance of using familiar terms to convey the intended meaning effectively.
According to Nguyen Trong Dan (1997), Vietnamese business contracts (BCs) typically include legal articles that outline the contract's structure Both English and Vietnamese BCs start directly with the main issue stated in the contract's title; however, English BCs present the topic sentence immediately at the beginning of the paragraph In contrast, Vietnamese BCs differ slightly, as the contract's title reflects the subject matter, influencing the structure of the opening.
English contracts differ from Vietnamese contracts as they lack specific legal articles Instead, they use the terms "between" and "and" to identify the parties involved This analysis highlights three key comparisons in the layout of contracts in English and Vietnamese.
Dinh Trong Lac (1994:98) highlights notable differences in word usage between English and Vietnamese BCs, particularly regarding the prevalence of foreign-origin words In English BCs, foreign words are rarely used, primarily appearing as specific or technical terms In contrast, Vietnamese BCs frequently incorporate Chinese-Vietnamese words, reflecting the cultural influences stemming from centuries of Chinese dominance in Vietnam This historical impact continues to shape modern Vietnamese language and culture, with Chinese-Vietnamese words serving as a valuable linguistic heritage due to their accuracy and conciseness.
METHODOLOGY 3.1 Research design and data gathering instruments
Sampling and data collection procedures
The research aims to enhance the generalization and objectivity of linguistics by systematically guiding readers from broad concepts to practical applications in Vietnamese and English business communication (BC) A total of 20 Vietnamese BCs and 20 English BCs were collected from a diverse range of companies, highlighting the absence of a standardized format for such correspondence.
The research focuses on business contracts (BCs) from various companies, utilizing their unique contract formats for employee convenience Due to the confidential nature of many internal contracts, researchers primarily engage with employees within the companies to gather samples To ensure reliable sample selection, especially for English BCs, the researchers target large foreign companies to obtain contract templates drafted by native speakers, enhancing the validity of their findings A comparative analysis of selected BCs will be conducted, examining lexical choices, overall structure, and formatting, with the goal of identifying similarities and differences between Vietnamese and English business contracts.
This research utilized a convenience sampling technique, as defined by Dürnyei (2007), where samples are selected based on their proximity to the researcher during data collection The study focused on business communications (BC) in both Vietnamese and English from local and foreign companies in Binh Duong province, emphasizing the accessibility of the research subjects (S K & Given Lisa M, 2008) The selected samples consisted of actual BC that hold legal significance for business operations in the region, making the use of a questionnaire unsuitable for this action research The analysis compared the characteristics of each language to develop a template that business professionals can use as a standardized form of BC for their companies.
The researcher employed a mixed-methods approach for the study, beginning with a qualitative analysis to compare Vietnamese and English business communications (BCs) in terms of structure, lexical choices, and format Subsequently, 20 office staff members were interviewed, including 10 BC providers and 10 employees from various companies in Binh Duong province, with their identities kept confidential The interviews aimed to gather valuable insights into the BC drafting procedures used within their organizations, revealing the consistent processes participants follow when creating BCs.
Ethical considerations
Human research must prioritize the safety and well-being of participants, as emphasized by Babbie (2010) Ethical standards dictate that researchers should avoid causing embarrassment or jeopardizing the home lives of subjects The principle of informed consent has become crucial, ensuring that participants are fully aware of the potential risks before agreeing to take part in a study To uphold these ethical standards, the researcher obtained consent from all participants, providing comprehensive information about the study and its implications.
The ethical considerations were a significant concern for the researcher, particularly regarding the confidentiality of company information The researcher ensured that no company names or sensitive details were disclosed without prior consent Given the confidential nature of business communications, participants were hesitant to share information, especially with suppliers or partners To alleviate these concerns, the researcher clarified that the interviews were part of an academic study on linguistics and would not impact their businesses Importantly, participants' identities remained anonymous As a benefit, the researcher agreed to share the findings with participants, providing them with valuable insights for staff training Additionally, the business communication template developed could serve as a useful resource for those involved in drafting business communications.
Data analysis
The research adopts Paltridge’s (2006) linguistic framework of discourse analysis, which examines language patterns across texts while considering the social and cultural contexts that shape their use This approach highlights how language conveys diverse worldviews and understandings, influenced by the relationships between participants Additionally, it explores the impact of language on social identities and relations The writer presents a general survey that spans from textually oriented perspectives to those focused on the social implications of language, analyzing both linguistic features and the roles texts play in various cultural situations.
Paltridge’s linguistic model emphasizes the social function of language as crucial for effective communication, significantly influencing discourse analysis and connecting with various linguistic schools His framework highlights that every language act is a semiotic expression of meaning, asserting that the internal organization of language reflects its evolved social functions This perspective is valuable for understanding how language encodes social reality, serving both as a reflection of experiences and as a tool for influencing others.
Within Paltridge’s model, language can be viewed from two semantic perspectives:
Generically as semiotic system; representing the full meaning potential available to speakers.
Paltridge's linguistic framework offers a comprehensive method for text analysis, emphasizing a general grammar that aids in interpretation rather than focusing on a specific application Unlike formal or traditional prescriptive grammar, systemic functional grammar provides a richer semantic understanding, enhancing discourse analysis A key aspect of this approach is its ability to reveal a speaker's intended meaning within a text, contrasted with the broader range of meanings available to speakers, as noted by Martin et al (2010).
Since the introduction of Paltridge's model, numerous researchers have integrated this theory into their work Catford (1965) utilized Paltridge's scale and category grammar, an early iteration of Systemic Functional Grammar, to develop a translation model.
Translation can be understood as a relationship between hierarchical units in structures, as noted by Steiner (2005: 485) This perspective has established him as a pioneering scholar in the application of systemic functional linguistics to the field of translation.
Paltridge's linguistic model, as noted by Eggins (1994:1), offers a valuable framework for understanding language as a strategic resource for meaning-making By employing a functional model of grammar, this theory effectively interprets language use and structure It has been demonstrated as an excellent tool for analysts, particularly in examining texts at the discourse level.
This study investigates the characteristics of English and Vietnamese business contracts, focusing on overall structure, lexical choice, and formats, by analyzing data from 40 companies in Binh Duong province A qualitative approach is employed to compare the formats and structures of these contracts, highlighting both similarities and differences Additionally, the analysis of lexical choices draws on technical terms identified by Nguyen Trong Dan (2007:25), which are commonly used in international transactions Finally, interview results will be examined to determine the criteria that business executives and office staff use when drafting business contracts within their companies.
This pilot study aimed to investigate the similarities and differences in the overall structure, lexical choice, and format of business communications (BCs) between English and Vietnamese, aligning with the researcher’s hypothesis To conduct this analysis, one Vietnamese BC and one English BC were collected for comparison The findings of this pilot study are presented clearly below.
Pilot of the study
Before the study, the researcher analyzed a Vietnamese business contract alongside an English business contract to identify similarities and differences between the two The findings highlighted the overall structure of both English and Vietnamese business contracts.
According to Nguyen Trong Dan (2007:25), a standard business contract comprises 13 categories in the opening section, 12 categories in the body, and 8 categories in the conclusion Table 3.1 presents a comparison of the opening sections of business contracts in English and Vietnamese.
Table 3.1 Main categories used in the opening of BC
Main categories used in the opening of BC English Vietnamese
1.Number and logo of contracts + +
4 The title of the contract + +
5.Time for signing the contract + +
6.Place for signing the contract - +
12.Representatives of the contracting, parties and their titles + +
13 Reference for the two parties + +
- Comparison of the body part in English and Vietnamese BC
Table 3.2 Main categories used in the body of BC
Main categories used in the body of BC English Vietnamese
- Comparison of the ending part in English and Vietnamese BC
Table 3.3 Main categories used in the ending of BC
Main categories used in the ending of BC English Vietnamese
2 Language used in the contract + +
4 Time the contract comes into force and ends + +
6 Representatives of the two parties + +
2/ Lexical features in Vietnamese and English BC
Table 3.4 The use of words in Vietnamese and English BC
The use of words in Vietnamese and English BC The use of words in BC Vietnamese English
3/ Format in Vietnamese and English BC
In terms of format, the collected business contract consists of three parts: the beginning, the body and the ending.
The pilot study reveals notable differences and similarities between business contracts (BC) in English and Vietnamese, focusing on overall structure, lexical choices, and formatting The opening sections of Vietnamese business contracts (VBC) uniquely include details such as the official name of the country, legal instruments, signing locations, tax codes, and bank account information In contrast, VBC lacks terms like force majeure, arbitration, and insurance, which are present in English business contracts (EBC) Both contract types share similar concluding articles, although VBC includes specific elements like legal value and seals that are absent in EBC This supports the initial hypothesis, leading to the collection of forty contracts in both languages to develop a consistent BC template.
This chapter details the research design and data collection methods used in the study, beginning with an overview of the sampling and data collection procedures It also outlines the analytical approaches employed to derive the results, describing the processes undertaken by the researcher Additionally, the chapter addresses ethical considerations, highlighting how the researcher navigated ethical challenges encountered during the research.
The specific data analysis as well as final result was discussed more in chapter 4.
FINDINGS AND DISCUSSION 4.1 Findings of the study
Vietnamese Business Contract
What are characteristics of Vietnamese Business Contract in terms of overall structure, lexical choice and format?
To address the research question, the researcher gathered 20 Vietnamese business contracts, as outlined in the methodology chapter, for comparative analysis The data was presented using frequencies and percentages, with each item in the contracts being systematically counted.
A Vietnamese business contract typically comprises three main sections: the opening, the body, and the ending Research analyzing 20 Vietnamese business contracts identified common categories present in 10 of these contracts, which together constitute 50% of the content in the samples The opening section is crucial, as it outlines the topics to be addressed in the main body and provides essential information about the parties involved, along with proof of their agreement, which is further detailed in the body Table 4.1 illustrates the structure of the opening in Vietnamese business contracts, which includes 11 categories Each category was quantified through convenient sampling, and specific sample sentences from the collected data are provided in Appendix B.
Table 4.1 The opening of VBCs
2 Contract name (Tên hợp đồng)
3 Number and date of contract (Số và ngày của Hợp đồng)
3 Legal basis (Luật căn cứ)
6 Company name (Tên Công ty)
7 Company address (Địa chỉ Công ty)
8 Tel and fax (Số điện thoại và fax)
9 Tax code (Mã số thuế)
10 Bank account (Số tài khoản)
11 Representatives of the contracting parties and theirtitles
(Đại diện của các bên và chức danh)
Each item in the opening part of VBC was defined with actual sample sentence by bilingual in collected samples in Appendix B as follows.
The National Brand designation is essential for legally binding contracts According to Official Dispatch No 103VP, issued by the Prime Minister on August 12, 1976, the proper format for displaying the Vietnamese National Brand is specified, and it should be positioned within the upper two-thirds of the first page of the contract.
“Cộng hòa xã hội chủ nghĩa Việt Nam Độc lập – Tự do – Hạnh phúc”
The title of a contract is typically categorized and prominently displayed in bold beneath the national brand While companies may choose varied names for their contracts, the legal validity remains consistent across all variations.
“HỢP ĐỒNG KINH TẾ” (Sales Contract/ Purchase contract/ Economic Contract/ Commercial contract)
3 Number and date of contract
The number of contracts is determined by the needs of the contracting parties, with each year starting from contract number 01 There are no universal rules for naming contract numbers, as it varies by company regulations Typically, the contract number and date are displayed beneath the contract title or in the left corner, indicating when the contract is signed and becomes effective Additionally, both parties use the signing date as a reference for extending the contract upon its expiration.
Under Vietnamese Law, it is mandatory to include relevant legal documents issued by the State, such as laws, ordinances, decrees, and resolutions, when drafting a contract Both the drafter and the signatory must be legally authorized to enter into the contract as agreed upon by all parties involved.
“Căn cứ luật thương mại số 36/2005/QH11 ngày 14/06/2005 của Quốc Hội nước Cộng hòa Xã hội Chủ nghĩa Việt Nam”
(Base on commercial law no 36/2005/QH11 on June 14, 2005 of Socialist Republic of Vietnam signed by Congress).
It is compulsory that the contract must show the company name of each party.Seller is always referred as party A and buyer/ payer is considered as party B.
“Bên A: ECLIPSE POLYMERS (HK) CO.,LTD
Bên B: CÔNG TY TNHH CHÍ HÙNG”
(Party A: ECLIPSE POLYMERS (HK) CO.,LTD
Party B: CHI HUNG CO., LTD)
The company address is the address of the head office of the legal enterprise It is necessary to specify the number of houses, streets, hamlets, wards, districts, provinces, cities.
“Địa chỉ công ty: Khu phố Mỹ Hiệp, phường Thái Hòa, thị xã Tân Uyên, tỉnh Bình Dương, Việt Nam”
(Company address: My Hiep quarter, Thai Hoa ward, Tan Uyen town, Binh Duong province, Vietnam)
In the economic market, this information helps the parties to exchange information quickly and to reduce travel costs.
The tax code must be exactly shown since it will be used to issue the invoice after each transaction or end of the month depending on the agreed term.
To facilitate contract payment, it is essential for both parties to verify each other's financial capabilities Typically, Party B (the payer or seller) displays their bank account information, though in some cases, both parties may include their bank details depending on the specific contract format used by each company.
11 Representatives of the contracting parties and their titles
Representative to sign the contract: This is one of the important contents of a BC.
The validity of a contract hinges on the requirement that the individual signing the document must be an authorized representative Current legislation stipulates that each party only needs one legal representative to sign the contract, which can be either a legal representative or an authorized representative It is essential for the authorized signer to clearly indicate the duration of their authorization, their position in relation to the power of attorney, and the power of attorney's reference number.
“Đại diện bởi: Trần Thị Mỹ Dung
Chức vụ: Trưởng phòng thu mua
(Representative: Tran Thi My Dung
Position: Manager of Purchasing Department)
In 20 samples of VBCs, they all have national brand, contract name, number and date of contract, legal basis, company name, company address, tel and fax, representative of contracting parties and their titles, occupying 100% There are only 15 contracts containing tax code accounting for 75% and 13 contracts with bank account occupying 65%.
The findings indicate that including a tax code and bank account information in the contract is not mandatory; these elements can be excluded without impacting the transaction.
Table 4.2 presents the content components of VBCs, which are divided into 10 distinct categories After calculating the percentage for each category using convenient sampling, each item was illustrated with actual sample sentences from the collected data (see Appendix B).
Table 4.2 The content of VBCs
1 Description of goods/ Commodities (Miêu tả hàng hóa)
5 Delivery term (Điều khoản giao hàng)
6 Payment method (Phương thức thanh toán)
7 Rights and Obligations (Quyền và Nghĩa vụ)
9 Contractual breach (Vi phạm hợp đồng)
10 General terms (Điều khoản chung)
Each item in the content part of VBC was defined with actual sample sentence by bilingual in collected samples in Appendix B as follows.
This term contains the characteristics and features of the products specified in the purchase order It may include product name, specification, size of the product.
Hàng hóa do bên A cung cấp cho bên B được sản xuất dựa trên các đặc điểm kỹ thuật đã được hai bên thỏa thuận Những đặc điểm này được ghi rõ trong bảng báo giá cuối cùng do bên A lập.
Products supplied by Party A to Party B will be produced according to specifications mutually agreed upon by both parties The final specifications will be clearly outlined in each estimate prepared by Party A.
Quality requirements are essential to define before mass production to ensure that the goods meet customer expectations and to prevent defects Addressing these specifications upfront helps avoid the need for compensation related to faulty products.
Bên A có trách nhiệm bồi thường thiệt hại phát sinh do khiếm khuyết hàng hóa gây ra, dẫn đến xâm hại tính mạng, sức khỏe hoặc tài sản của người khác Tuy nhiên, trách nhiệm này không áp dụng nếu thiệt hại được phát hiện sau thời gian quy định tại khoản 10 điều 4, hoặc do bên B sử dụng không đúng với tiêu chuẩn quy định tại thời điểm đặt hàng, trong bảng báo giá cuối cùng hoặc Hợp đồng riêng lẻ.
English Business Contract
What are characteristics of English Business Contract in terms of overall structure, lexical choice and format?
The second research question was addressed through the analysis of 20 EBCs, where each contract was examined and the frequency of items was recorded Each contract is structured into three sections: the opening, the content, and the ending Table 4.4 illustrates the openings of the 20 EBCs, which are categorized into eight distinct groups The percentage of each category was calculated based on convenient sampling, and each item was exemplified with actual sample sentences from the collected data (see Appendix C).
Table 4.4 The opening of EBCs
2 Number and date of the contract
3 Information of the contracting parties
8 Representatives of the contracting parties and their titles
Each item in the opening part of EBC was defined with actual sample sentence by bilingual in collected samples in Appendix C as follows.
The title of the contract is prominently displayed at the top center, written in bold capital letters, adhering to the standard format used in EBCs.
2 Number and date of the contract
The number of the contract is often seen at the top, left handside corner of the contract.
3 Information of the contracting parties
Clearly stating the complete addresses of the contracting parties, including street name, number, district, and country, is essential in a contract This information enables effective communication between parties and allows each to verify the operational and legal status of their counterpart, reducing the risk of fraud Typically, the full registered name of the corporation should be used to ensure accuracy.
Using short references for corporations in contracts enhances convenience and minimizes typing errors Consistent use of these abbreviations is crucial, as variations in the name can lead to potential legal issues.
In all EBC agreements, it is common to refer to the involved corporations as “Party A” and “Party B,” or more specifically as “the Seller” and “the Buyer.” The use of the terms “the Seller” and “the Buyer” is preferred by contract-makers and is considered the standard convention in such contracts.
“Party A: ECLIPSE POLYMERS (VINA) CO.,LTD
Party B: CK LINE (VIETNAM) CO., LTD
It shows the address of both parties in order to contact or send necessary documents after each shipment.
“Address: Flat 6/F, Pak Cheung House, 2 Takshing street, Jordan, Koloon, Hong Kong”.
This part should be mentioned clearly.
A bank account is a financial account held with a financial institution, which can include various types such as deposit accounts, credit card accounts, and current accounts It represents the funds that customers deposit and allows them to make withdrawals as needed.
“Account No: VND 100 960 1195 at Sai Gon – Ha Noi Commercial Joint Stock bank”
The tax code must be exact since it will be used to issue the invoice after each transaction or end of each month depending on the agreed contract.
8 Representatives of the contracting parties and their titles
The legal representative of a company serves as its official signatory for all operational activities and bears the legal responsibility for the company's proper functioning and compliance This role entails significant personal legal liabilities, making it a position that requires careful consideration and commitment.
“Represented by: Mr Lee Seoung Wook (Title: General Director)
The majority of collected samples, specifically numbers 1 to 5 and 8, represent a total of 100% Among these, 14 EBCs possess bank accounts, making up 70% of the data, as this information is not mandated by customers Additionally, 10 companies have tax codes, which accounts for 50%, indicating that this information is considered less significant.
Table 4.5 presents the content of EBCs, which is divided into ten distinct categories After conducting a convenient sampling analysis, the percentage for each category was determined, and each item was illustrated with actual sample sentences from the collected data (see Appendix C).
Table 4.5 The contents of EBCs
Each item in the content part of EBC was defined with actual sample sentence by bilingual in collected samples in Appendix C as follows.
This article names the goods to be delivered They can be showed in a table, including some information about the goods.
“Party A agreed to processing Eva Midsole for party B with details as below: Item Color Quantity (PRS) Unit Price (USD) Amount (USD)
This article supplies the total quantity of the goods to be delivered Each of goods has a certain kind of measurement.
In this section, it is essential for both parties to clearly define the quantity and quality of goods or the scope of services being provided This includes specifying the accepted measurement units for the goods, such as tons, kilograms, or units, along with the total quantity and qualitative characteristics For service agreements, the specific scope of services and the deadline for completion must also be clearly outlined.
“Party A must ensure to deliver enough quantity with rational quality, size as same request of Party B Loss percentage for each material: 6%
Goods must be sure about quality as test sample to be confirmed by party B
Party B will don’t receive goods if find out goods isn’t quality during monitoring or using”
This article states clearly the unit price or total contract value The basic delivery condition or term is obliged to state.
In this section, the parties must establish the pricing for the measurement units of the goods and the overall value of the goods or services provided under the agreement, unless a specific pricing formula is used For agreements involving goods of varying quality and types, separate prices must be assigned to each category, with the total value detailed in a distinct provision Additionally, pricing indicators may be included in annexes with appropriate references in the agreement If a formula determines the price, the estimated value of the agreement must be stated as of the date it is concluded.
When entering into a contract for the processing of customer materials, it is essential for both parties to specify the collateral value of the materials, the pricing and overall value of the finished products, as well as the total processing costs.
This article outlines the requirements for making payments, specifying what constitutes valid payment and the deadlines for payment submission It is essential to include the necessary documentation related to payment within this article.
“Party A shall pay Party B the amount based on original document issued by Party B
Payments should be made via bank transfer to Party B’s account in either USD or Vietnamese Dong, based on the exchange rate for selling transferred USD at Vietcombank at the time of payment.
This terms shows requirement of customers for each shipment.
“Party A will send to party B the delivery noted, this document is made in 3 copies. Party B has to sign and stamp on the delivery noted afte receiving all the goods”.
This terms gives special or necessary packing material or packing method for each kind of goods.
“The goods will be packed suitable for transportation”.
This article sets out the applicable law in case no settlement is reached through amicable negotiation on the disputes, controversies of differences which may arise between the two parties.
In the event that the parties cannot resolve their disputes amicably, the matter will be submitted to the appropriate Court for a final decision The party that loses the case will be responsible for covering all court fees and associated legal costs.
This article covers the warranty of the goods, the warranty period and the Seller’s duty during this period.
Vietnamese and English Business Contract
What are the similarities and differences between Vietnamese Business Contracts and English Business Contracts in terms of overall structure, lexical choice and format?
This research question was responded by clarifying the result of research question
1 and research question 2 After analyzing 20 Vietnamese business contracts and 20 English business contracts in previous parts, the researcher found some similarities and differences as follows.
Data analysis reveals that English and Vietnamese business contracts share a similar structure Key components of both contract types include the contract name, number, and date, as well as the company name, address, telephone and fax numbers, bank account details, tax code, representative information, and terms related to commodities, quality, quantity, price, shipment, packing, delivery, payment, force majeure, arbitration, and additional clauses.
The contract format is designed to be clear, concise, and precise, facilitating proper implementation Its content varies based on the scale of the contracts, whether small or large, and the number of terms is determined by each shipment and customer requests The concluding sections in both English and Vietnamese are the briefest, comprising only the closing statements and the representatives' signatures, full names, and titles.
There are notable differences between Vietnamese Business Contracts (VBCs) and English Business Contracts (EBCs) VBCs must include specific legal articles as mandated by Vietnamese law, while both types of contracts begin directly with the issue outlined in their titles However, VBCs differ in that their titles reflect the topic entity more prominently Additionally, VBCs often contain more extensive terms than EBCs, particularly to address concerns from companies shipping goods internationally Customers frequently request additional terms to ensure the safety of their goods and to mitigate the risk of damage during transit.
EBCs differ from Vietnamese contracts as they lack specific legal articles, using "between" and "and" to define the parties involved instead Additionally, there are notable differences in word usage between English and Vietnamese business contracts, particularly with the inclusion of foreign-origin words In EBCs, foreign terms are rarely utilized unless they pertain to specific or technical contexts.
In summary, BC serves as a vital communication tool, necessitating clarity and accessibility for all participants The analysis of processed data reveals that clear and concise language is a common characteristic of both English and Vietnamese BCs.
Discussion
In this part, in order to find out more indepth information, researcher interviewed
The study involved 20 staff members responsible for drafting business contracts (BC), with ten participants being providers of BC and the other ten representing different companies in Binh Duong province To ensure confidentiality, personal and company names were omitted during the interviews, which focused on the procedures for drafting BC within their organizations The research aimed to gather data on the rules for drafting business contracts in both Vietnamese and English, allowing the researcher to identify unique cases in contract drafting Qualitative data from the interviews were presented to enhance the clarity of the findings.
In a recent interview, nearly 20 respondents indicated that they primarily rely on existing contract templates provided by their companies, often overlooking the specific terms and structure of the agreements H NG H., a 29-year-old professional, remarked, “I don’t pay much attention to the terms when I draft contracts since those forms are similar and readily available After working for several companies post-graduation, I've noticed that each organization has its own unique Business Contract format.”
L Nh V Kh., a planning staff member with nearly six years of experience, notes that her company utilizes various contract formats, including both English and Vietnamese, tailoring each contract to the specific content of the transaction.
Most contracts share similar articles and terms, with additional clauses included only upon customer request However, certain companies may utilize different contract forms tailored to their specific transaction needs, reflecting the unique production scale of each business.
Ng T Th L., 28 years old, highlights the differences in contract complexity between her previous company and her current one, noting that while past contracts were simple due to local shipments, her current role requires additional terms for long-distance deliveries, especially for fragile products To ensure the security of goods, particularly for sea shipments, customers demand more comprehensive warranties to prevent damage during transit This includes clauses on indemnification, contract value, packaging methods, and force majeure Importantly, there is no legal standard for the number of terms in a bill of lading; it varies based on the specifics of each transaction and the agreement reached between the seller and buyer.
Twenty participants noted that the number of articles varies based on the type of goods and shipping methods H Th Th H., a 32-year-old employee at a Spanish company, explained that their production of glasses, which are fragile and prone to scratches, leads to a higher number of articles compared to other products The compensation details for these items are more comprehensive, especially when shipments are made by sea, requiring additional risk terms to protect both parties Consequently, contract terms differ between English and Vietnamese, as some customers request specific clauses to ensure product safety, which can be considered for inclusion when appropriate.
Số lượng điều khoản trong hợp đồng thường nhiều hơn so với các loại hóa khác do đặc thù của sản phẩm, đặc biệt liên quan đến chất lượng của kính, vốn dễ bị trầy xước Các điều khoản bồi thường được quy định chi tiết, và trong trường hợp xuất hàng bằng đường biển, các điều khoản về rủi ro sẽ được bổ sung để bảo vệ lợi ích của cả hai bên Hợp đồng bằng tiếng Anh và tiếng Việt không giống nhau cho mọi công ty, và một số khách hàng có thể yêu cầu thêm điều khoản đặc biệt để đảm bảo sản phẩm của họ Công ty sẽ xem xét tính hợp lý của các yêu cầu này và có thể thêm vào hợp đồng nếu cần thiết.
When drafting contracts, it is essential to accurately identify all parties involved, as agreements may include two, three, or even four parties depending on the roles of the buyer, payer, and seller If the buyer and payer are the same, only two parties are needed; however, if they differ, the contract must clearly list the buyer, payer, and seller In cases where the buyer, seller, and recipient are distinct, a four-party contract is required H Th H Tr., 31, emphasizes the importance of precise information for each party, as accounting and shipping departments rely on the contract to issue invoices and related documents Past experiences of errors in contracts, particularly when only two parties were listed, highlight the need for clarity Mistakes in identifying the correct payer led to significant time and cost in correcting invoices and documentation Consequently, it is crucial to confirm the roles of the payer and recipient before drafting any business contract.
Each company typically follows a standard format for its business contracts, which generally consist of three main parts While the content may vary slightly depending on the specific transaction, it is crucial to use clear and concise language As noted by Nguyen Trong Dan (2007:39), "In Vietnamese contracts, the use of simple concise words is necessary to avoid misunderstandings." Unfortunately, complex terminology is often employed, leading to wordy sentences and ambiguous meanings.
Many office employees often rely on pre-existing templates for business contracts without fully understanding their content, structure, or wording This lack of knowledge about legal documents can lead to misunderstandings regarding the significance of these contracts For instance, H Y., a 26-year-old sales employee at a company in Bau Bang Industrial Park, Binh Duong province, shared, “In my previous role in the purchasing department, I primarily focused on sourcing suppliers and pricing, which left me with little experience in drafting contracts Initially, I simply copied existing forms without any training on the legal validity of business contracts, leading to a limited understanding of their clauses.”
In today's globalized world, the importance of English is increasingly evident across various fields, particularly in business Understanding business contracts (BC) is crucial for international transactions, as these legal documents require a solid grasp of their structure and terminology This paper outlines the structure of a business contract, focusing on its functions, vocabulary, and grammar, which are essential for learners engaged in reading or translating commercial agreements.
The analysis of 40 collected samples in Vietnamese and English has led to the development of a standardized bilingual business contract template that can be utilized by both Vietnamese and foreign companies This template is designed to comply with legal requirements, as official documents must be presented in the native language of the country Consequently, many companies opt to include both Vietnamese and English in their business contracts to facilitate international transactions The articles included in this template reflect common practices found in the analyzed contracts, serving as a reference point Companies are encouraged to adapt the terms and content of the contract to meet the specific needs of each transaction and customer Below is the proposed template for a business contract based on the study's findings.
CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM
Socialist Republic of Vietnam Độc lập - Tự do - Hạnh phúc Independence - Freedom - Happiness
HỢP ĐỒNG KINH TẾ BUSINESS CONTRACT
-Căn cứ Bộ luật Dân sự số:
-Căn cứ bộ luật Thương mại số:
-Căn cứ vào nhu cầu và năng lực của hai bên.
Pursuant to the requirement and capability of both parties
Hôm nay, ngày05tháng 06năm 2019, chúng tôi gồm:
Today, day month06 year2019, we hereby include:
Bên A - Bên Mua ( Party A - Buyer ):CÔNG TY TNHH MTV KỶ ỨNG Địa chỉ (Add):Tầng 8, Cao ốc Sonadezi, Số 1, Đường 1, KCN Biên Hòa, P An Điện thoại (Tel): Fax:
Tài khoản số (Bank account):
MST (Tax code): Đại diện (Representative): KO WOO KUN Chức vụ (Title):Giám đốc
Bên B - Bên Bán (Party B –Seller): CÔNG TY TNHH MTV THÙY THÁI DƯƠ Địa chỉ (Add): Điện thoại (Tel):06503747758 Fax:06503745629
Tài khoản số (Bank account):700004767129 Tại Ngân hàngShinhan VN - CN Bình Dư MST (Tax Code):3701871096 Đại diện (Representative): Chức vụ (Title):Giám đốc
Sau khi trao đổi bàn bạc, hai bên thống nhất ký kết hợp đồng với các điều khoản như sau:
Through negotiation, the Parties hereby agree to trade the following products and conclude the terms and conditions as below: Điều 1: MÔ TẢ HÀNG HÓA
Bên B đồng ý nhận cung cấp các thiết bị cho bên A với số lượng, chất lượng và đơn giá như dưới đây:
Party B agrees to sell and Party A agrees to buy the the lighting pole with quantity, quality and unit price as bellow:
Tổng giá trị hợp đồng:
In words: Điều 2: THỜI GIAN GIAO HÀNG
1 Thời gian giao hàng (Time of Delivery):
- Theo thỏa thuận của hai bên.
2.Địa chỉ điểm giao hàng (Place of Delivery):
Delivery Place: Điều 3: PHƯƠNG THỨC THANH TOÁN
- Bên A sẽ thanh toán cho bên B 50% của tổng giá trị hợp đồng khi đặt hàng.
Party A will pay Party B 50% of the total contract value when ordering
- Bên A sẽ thanh toán cho bên B 50% còn lại trước khi xuất kho ở nhà máy.
Party A will pay Party B 50% of the remaining amount before delivering at the factory.
- Thanh toán bằng chuyển khoản tới chủ tài khoản:
Total value will be transferred to the beneficiary.
- Tài khoản số (Bank account): tại ngân hàng (at the bank): Điều 4: BẢO HÀNH
- Bên B đảm bảo giao hàng mới 100%, đúng chủng loại và đảm bảo tiêu chuẩn kỹ thuật như yêu cầu của hợp đồng.
Party B guarantees that the goods to be supplied shall be brand-new, of high quality and technically conform to the specification, standards and the requirements specified in the contract
- Thời gian bảo hành là … tháng kể từ ngày xuất xưởng.
The guarantee period of the equipment shall be 24 months from the date of commissioning. Điều 5: TRÁCH NHIỆM HAI BÊN
Article 5: LIABILITIES OF BOTH PARTIES
1.Trách nhiệm của Bên B (Liabilities of Party B):
- Cung cấp sản phẩm cho bên A theo đúng số lượng, chất lượng, mẫu mã, thời gian và địa điểm của Bên A yêu cầu.
To supply products to party A with quantity, specification, time and place of delivery as agreed in sales contract.
- Cung cấp hóa đơn GTGT cho bên A ngay sau khi bên A yêu cầu
To provide VAT invoice to party A as soon as delivery is done.
- Phối hợp cùng bên A giải quyết các vấn đề phát sinh trong quá trình thực hiện hợp đồng và giao nhận hàng hóa.
To cooperate with party A to resolve any matter occur during period of contract and merchandise exchange process.
2.Trách nhiệm của Bên A (Liabilities of Party A):
- Phối hợp cùng bên B giải quyết các vấn đề phát sinh trong quá trình thực hiện hợp đồng và giao nhận hàng hóa.
To cooperate with party B to resolve any matter occurs during period of contract and merchandise exchange process.
Bên A cam kết thanh toán đầy đủ và đúng hạn số tiền đã thỏa thuận với bên B theo hợp đồng, tuân thủ kế hoạch thanh toán đã được hai bên thống nhất tại Điều 4.
To pay in full and on time to party B total amount as agreed in sales contract as well as payment schedule agreed in Article 4. Điều 6: ĐẢM BẢO
Bên A có trách nhiệm bồi thường thiệt hại phát sinh do khiếm khuyết hàng hóa gây xâm hại đến tính mạng, sức khỏe hoặc tài sản của người khác, trừ khi thiệt hại được phát hiện sau thời gian quy định tại khoản 10 điều 4 hoặc do bên B sử dụng không đúng tiêu chuẩn tại thời điểm đặt hàng, trong bảng báo giá cuối cùng hay Hợp đồng riêng lẻ.
Party A is responsible for compensating any damages caused by product defects that infringe upon the life, health, or property of others, except in cases where damages are solely related to specific products, discovered after the period outlined in clause 10 of Article 4, or caused by Party B's use of the products in an unspecified, unshown, or unagreed manner at the time of order or in the final estimate or Individual Contract.
Bên A được quyền đơn phương chấm dứt Hợp đồng trước thời hạn sau khi thông báo trước cho Bên B hai tháng.