When a business imports machinery and signs a maintenance (or service) contract with a supplier or service provider, disputes are an unavoidable risk. If a dispute arises, resolving it requires a clear understanding of updated legal regulations, a well-structured contract, and selecting the right dispute resolution method. This article is divided into two parts: Legal points to note and Steps to take when a dispute occurs.
1. Legal Points to Note When Signing Maintenance Contracts for Imported Machinery
Before signing a contract (with a service provider or foreign manufacturer), importing businesses should pay close attention to the current legal regulations in Vietnam to ensure the contract has a solid legal foundation.
1.1. Conditions for Importing Used Machinery and Its Impact on Maintenance Contracts
According to Decision 18/2019/QĐ-TTg (as amended by Decision 28/2022), used machinery, equipment, and technological lines imported into Vietnam must meet criteria regarding equipment age, technical standards, energy consumption levels, remaining performance, and safety/environmental protection standards.
If the machinery exceeds the allowed age or does not meet performance criteria, the business may need to obtain special permits or conduct further assessments.
Customs clearance also involves regulations regarding temporary import and re-export of machinery for maintenance purposes, especially when the contract includes such terms. Official Letter No. 3143/TCHQ-TXNK provides guidance on this matter.
1.2. Warranty, Maintenance Responsibility & Consumer Rights – Recent Legal Changes
The Law on Protection of Consumer Rights 2023 (effective from July 1, 2024) stipulates that if a product, good, part, or accessory is under warranty, the business must publicly disclose its warranty policy, including duration, scope, method, and exclusions.
In a maintenance service contract, it is essential to include a clear warranty clause: the service provider must commit to repairing or replacing parts if the machinery is defective, clearly state when the warranty begins (e.g., from the date of acceptance), what the warranty covers (repairs, replacements), and situations excluded from warranty (e.g., user-caused damage, improper usage conditions, or agreed wear and tear).
Furthermore, under the 2023 Consumer Protection Law, if the machinery is provided to end users (for personal or consumer-related use), additional protections will apply.
2. Steps to Take When a Maintenance Contract Dispute Arises
When a dispute occurs—such as failure to maintain as promised, poor-quality parts, delays, or post-maintenance failures—businesses should act with a clear action plan to safeguard their interests.
2.1. Preparation Before Disputes Arise
Preventive measures can significantly reduce the risk of disputes:
Draft a Clear Contract
Clearly define service scope, technical specifications for parts, liability for replacements, and expected performance post-maintenance.
Include strong warranty commitments and criteria for acceptance.
Add dispute resolution clauses (mediation, arbitration, or court), location, and applicable law (especially if a foreign party is involved).Maintain Full Documentation
Include import invoices, inspection certificates (for used machinery), delivery reports before maintenance (describing condition), and photos/videos if needed.
Also retain acceptance reports post-maintenance.Accept Arbitration / Multi-Tier Dispute Resolution Clauses
Commercial arbitration is a preferred method for many businesses as it’s quicker and more confidential than court proceedings.
A multi-tier clause may include: negotiation → mediation → arbitration or litigation if unresolved.
2.2. When a Dispute Occurs – Intervention Steps
Send a Formal Notice & Request Performance
Issue a formal letter requesting the service provider to fulfill the contract or correct faults.
Consider third-party inspection to determine defects, wear, or performance post-maintenance.Negotiate / Mediate
Request a meeting with the service provider, present evidence (handover reports, acceptance records, photos/videos, email exchanges).
Mediation can be done via a commercial mediation center or an independent intermediary if stipulated in the contract.Arbitration or Court Litigation
If the contract has an arbitration clause, file a request for arbitration. Note the provisions under the Law on Commercial Arbitration 2010 (e.g., freedom to choose arbitrators, venue, applicable law).
If there’s no arbitration clause or arbitration fails, file a lawsuit with the People’s Court where the defendant is based or where the contract was performed.Claim for Damages
Damages may include premature equipment failure, reduced performance, decreased output, and extra repair costs.
Also claim for late payment interest (if applicable) and reasonable incurred expenses.Enforce Arbitral Award or Court Judgment
After obtaining an enforceable arbitral award or judgment, if the losing party does not comply voluntarily, pursue civil enforcement measures under Vietnamese law.
3. Conclusion
Disputes over maintenance contracts for imported machinery can be complex, involving technical standards, parts quality, performance issues, warranty obligations, and customs/import laws. However:
From the outset, businesses should structure maintenance contracts clearly with solid warranty clauses and effective dispute resolution methods (negotiation/mediation → arbitration/court).
When disputes arise, timely actions—such as issuing notices, inspections, and legal claims, especially via arbitration—can help protect the business’s interests effectively.
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