LIQUIDATION CONTRACT This liquidation contract (the Contract ) is entered into on this day of SELLER: Tax code No.: Address: Tel: Represented by: Bank account name: Bank account No.: At: Hereinafter referred to as Party A BUYER : Tax code No.: Address: Tel: Represented by: Bank account name: Bank account No.: At: Hereinafter referred to as Party B Fax: Position: Fax: Position:, by and between: Party A and Party B may be hereinafter commonly referred to as the Parties or individually as a Party. WHEREAS, Party A would like to liquidate its used assets as described in the Appendix 1 attached hereto (the Assets ) ; WHEREAS, Party B has checked the Assets on site and won the tender to buy the Assets ; NOW AND THEREFORE, the Parties agree to enter into this Contract under the following terms and conditions: ARTICLE 1: ASSETS Party A hereby agree to sell to Party B the Assets as described in the Appendix 1 attached hereto in «as-it-is»status under the terms and conditions set out herein. Party B has checked the Assets on site and hereby agree to buy from Party A the Assets «as-it-is»under the terms and conditions set out herein. ARTICLE 2: PRICE AND PAYMENT 1
The price for the Assets is USD (In words : US Dollars) (the Price ). The delivery term is EXW Party A s premises at [address to be indicated], according to Incoterms 2010. The Price excludes value added tax, foreign contractor withholding tax (if any). For avoidance of doubts, any taxes incurred inside and/or outside of Vietnam relating to the Assets shall be borne by Party B. Party A shall issue invoices to Party B at the time of Assets hand-over and the Parties sign the minutes of hand-over. The Buyer shall pay the Price by telegraphic transfer to the following account at least 10 days prior to the date of Assets hand-over: Name of beneficiary: Beneficiary account No.: Bank name : Bank address: SWIFT: ARTICLE 3: ASSETS DELIVERY 3.1. Party B is entitled to receive the Assets after 10 days from the date of full payment received by Party A. Party B is liable to receive the Assets no later than October 30, 2018. The Parties agree that (i) ownership of and risk to the Assets shall be transfered to Party B at the delivery or October 31, 2018, whatever earlier ; (ii) Party B shall pay Party A a rent amounting to 100USD/calendar month in case Party B takes the delivery later than October 31, 2018 ; and (iii) notwithstanding the rent paid to Party A, Party B shall assign guard(s) to Party A s premises to look after the Assets. The rent shall be calculated in proportion of the actual leased time to number of days in relevant calendar month. The Parties also agree that Party A is entitled to remove the Assets from its premises if Party B fails to remove the Assets from Party A s premisese by December 31, 2018 at the latest without any possibility for Party B to make any claim/petition thereto. 3.2. Party B shall inform Party A in writing the exact handover date and its representative to receive the Assets at Party A s premises. On the date of handover, the Parties shall sign handover minutes to acknowledge the delivery and reception of the Assets. Party B s representative s signature on the handover minutes shall be binding on Party B as if it is duly signed by Party B, even when it is not sealed. 3.3. For avoidance of doubt, Party B is responsible for and bears any costs relating to dismantling, packing (if any) and loading the Assets on the transport means at Party A s premises. Party A shall handover to Party B the invoice at the handover of the Assets.The parties hereby acknowledge that Party A shall not provide any other documents relating to the Assets including but not limited to historical invoices, customs declaration for the time Party A acquired the Assets etc. 2
ARTICLE 4: FORCE MAJEURE 4.1. A party is not liable for a failure to perform any of his obligations in so far as he proves: (a) that the failure was due to an impediment beyond his control, and (b) that he could not reasonably be expected to have taken into account the impediment and its effects upon his ability to perform at the time of the conclusion of the Contract, and (c) that he could not reasonably have avoided or overcome it or its effects. 4.2. A party seeking relief shall, as soon as practicable after the impediment and its effects upon his ability to perform become known to him, give notice to the other party of such impediment and its effects on his ability to perform. Notice shall also be given when the ground of relief ceases. Failure to give either notice makes the party thus failing liable in damages for loss which otherwise could have been avoided. 4.3. Without prejudice to article 4.2, a ground of relief under this clause relieves the party failing to perform from liability in damages, from penalties and other contractual sanctions, except from the duty to pay interest on money owing as long as and to the extent that the ground subsists. 4.4. If the grounds of relief subsist for more than six months, either party shall be entitled to terminate the Contract with notice. ARTICLE 5. CONTRACT TERMINATION 5.1. This Contract is effective as from its signing date and shall automatically terminate upon completion by the Parties of all their obligations hereunder. 5.2. Notwithstanding the above, this Contract may be early terminated in the following cases : a) In case a party breaches its obligation hereunder and fails to remedy it within the deadline given by the other party ; b) in case a party goes bankrupt or dissolutes or ceases of activities; c) in case of force majeur as set out in Article 4.4 above. 5.3. In case of Contract early termination set out in Article 5.2.a) and 5.2.b) due to Party B s faults/errors, Party A shall not be liable to refund all amount already paid by Party B. ARTICLE 6. APPLICABLE LAW AND JURIDICTION 6.1. This Contract shall be governed and contrued under Vietnam laws. 6.2. Any dispute arising from or in connection with the implementation of this Contract, in case of failure by the Parties to reach an amicable solution, shall be settled by the International Arbitration Center, next to the Chamber of Commerce and Industry of Vietnam under the rules of this center. The arbitration sentence is final and binding on both parties. 3
This Contract is made of 04 (four) original copies of the same value, each Party keeps 01 (one) original copy. FOR AND ON BEHALF OF PARTY A FOR AND ON BEHALF OF PARTY B 4
CONTRACTOR MANAGEMENT HEALTH, SAFETY AND ENVIRONMENT Content Registration... 2 Making the card of admission... 2 H&S training... 2 Preparation working area... 2 Project Process onsite... 3 Management contractors... 3 Contractor area... 3 Work permit... 3 Personal protective equipment (PPE)... 4 Accident... 4 Technique safety... 4 Hygiene and environment... 5 Taking over and assessment when finish project... 5
Registration Contractors notify the time of construction, notice the registration list of the number of people who work in site. Contractors provide completed information of employees (name, date of birth, place of work, identity card, working time, work safety training, etc.) for safety department of companies (H&S, Admin) before coming at least 01 working day. Making the card of admission Based on ID card template in SELLER, we will take stamp on the ID card for contractor personnel that made by contractor. For 07 days or unless, contractor can use ID personal to registration at gate. After that we will check by ID card by SELLER template. H&S training Contractor have to submit to employer the H&S certification by legal requirement. All contractor must be inducted by SELLER about HSE rules onsite. Preparation working area Contractor contact with Employer to understand construction layout, office space, warehouse. Contractors assess the affect from construction process which impact to the environment, people and equipment so that we have prevention plan (fire, noise, dust, environmental, interfere information, etc.); Contact with Employer to have plans for using electricity, water, telephone, internet, etc. Follow the rules of SELLER.
Project Process onsite Management contractors The Contractor shall be responsible for safety staffs who are fully trained in safety, in collaboration with Employer to assess the impacts that may occur during project process. Notify to Employer when having the influence of 3rd part (other contractors and other department of contractors, etc.) to coordinate with Employer for solving problem; Inform to Employer the number of people working in the area (monthly or when have changing), reminding workers about restrictions in the manufacturing area; Control your workers about follow the rules of SELLER (travel, meals, personal hygiene, smoking, etc.) Contractor area Office area or project area have the project notice board, and Rules board; Use barriers/wall to the construction site, having notice board to guide how to use personal protective equipment when entering buildings and show the risk. Have safety temporary fence for construction areas in short time. Work permit The contractor before entering to work in certain areas must have permission from Employer and only when Employer allow, they can go into construction site; The demolition operation works, working at height, hot work (welding, cutting, grinding), LOTO, work in confined space and other work permit, Employer must assess the safety factors and then allow contractors can go inside for construction. Risk assessment must be done before contractor work onsite.
Personal protective equipment (PPE) Require mandatory for workers of contractors: Safety helmet, Safety clothing, hi-visible jacket and safety shoes. Require using these PPE strictly; Contractor must have Self-assessment all his work, the risk occupational safety hazard for people and equipment to have the plan for appropriate personal protective equipment (protection ear, eye, face, hearing, respiratory, hand, foot, high falls, electrocution, etc.) Incident If the accident happen, contractor must carry out first aid and accident the victims immediately and notify to project manager or head of department of SELLER. Report to the authorities if there were 02 people or more with serious accident or having the death; Establishment of accident investigation group consisting of: H & S coordinator, contractors, supervision consultants, employees and contractors who concerned. Contractor must have emergency response systems in place to provide appropriate first-aid and further medical care to personnel involved in incidents, following the Care Management principles. The incidents in the scope are: Injuries; Signs or symptoms of illnesses; Aggravation or re-occurrence of previous injuries and illnesses: Near misses. Note: Near misses can occur frequently at work. While sites are required to encourage their identification and reporting, it is important to take a pragmatic approach, and it is not expected that all near misses will be reported. Technique safety Contractor have to follow the standard for safety techniques:
Electricity, welding, cutting safety; Safety of scaffolds; Safety of equipment (cranes, ladle, handheld..) for construction works; Safety and fire prevention; The Contractor shall perform self-assessment and proper technique to avoid the risk of insecurity. Machines have the expertise required and will be provided proof of accreditation standards. Contractor must submit the permit of machine and operational certification to SELLER at least one day before bring the machine onsite, such as: cranes, forklift,.. Hygiene and environment Each contractor is responsible for keeping his working areas clean and tidy at all times, and this involves daily cleaning after each work day. Each contractor is responsible for bringing his own general waste, constructional waste and hazardous waste to SELLER s waster area. Bigger amounts of wood, iron etc. can be collected at the working / storage area, by special appointment. constructional waste need to be planed in advance and submit to government before implementation onsite as legal request. Taking over and assessment when finish project Check the whole site to ensure all materials, surplus equipment, safety barriers, obstacles, etc. have been relocated; All records, documents, safety information has been reported to SELLER, confirms that there are no new risk is created;
Evaluate the work of occupational safety, hygiene and environmental problem of contractors to have cooperation in the future.