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Many foreign businesses purchasing goods from Vietnam often prioritize transaction speed over the legal structure of the contract. As long as both parties agree on price, production schedule, and payment method, cooperation can begin very quickly. However, in reality, many commercial disputes arise simply because contracts are drafted too simply or lack important clauses to protect the rights of the parties.
In international transactions, especially purchasing goods from Vietnam, a contract is not just a document confirming the sale. It is a crucial basis for risk control, handling violations, and protecting businesses if disputes arise related to product quality, delivery, or payment.
One of the most important aspects of a contract is the goods description. This is also a very common area of dispute in practice. Many contracts only state the product name in a general way without specifying technical standards, materials, dimensions, production processes, or packaging requirements.
When goods are delivered that do not meet expectations, each party will have a different understanding of what constitutes "correct quality." Therefore, the contract should describe the product as detailed as possible, and may include reference samples or specific technical standards if necessary. In custom manufacturing transactions, this is especially important to minimize future disputes.
The delivery clause is a section that businesses should not overlook. In practice, many contracts only state "FOB" or "CIF" without specifying the applicable Incoterms version. This can lead to disputes regarding the timing of risk transfer, shipping liability, or insurance obligations.
In international trade, even a slight misunderstanding of delivery terms can result in significant losses if goods are delayed, damaged, or lost during transit. Therefore, contracts should fully specify delivery terms and the exact Incoterms version, rather than using only abbreviated terminology.
The payment section is one of the highest-risk areas in international trade contracts. Many businesses simply state that the buyer makes a deposit and pays the remainder before delivery. However, if the contract does not clearly specify the payment schedule linked to specific goods inspection conditions or documentation, businesses may find themselves in a situation where payment has been made but the goods are unsatisfactory or not delivered as promised.
Therefore, payment terms should be structured in conjunction with the production schedule, quality control, and the supplier's delivery responsibilities. A well-prepared contract will usually clearly specify payment conditions at each stage to minimize risks for both parties.
In many cases, businesses only discover defects when the goods have already arrived in the importing country. If the contract doesn't clearly specify the inspection deadline, how to identify defective goods, or the supplier's responsibility for handling them, requesting replacements or compensation will be very difficult.
This is why businesses should clearly define quality control procedures from the outset instead of only addressing issues after they arise. A clear goods inspection clause will give businesses a better legal basis if they need to request repairs, replacements, or compensation for damages.
Nhiều doanh nghiệp chỉ quan tâm đến giá và tiến độ sản xuất mà quên rằng việc chia sẻ dữ liệu kỹ thuật với nhà sản xuất cũng là một rủi ro lớn.
Trong các lĩnh vực như OEM, nội thất, thời trang hoặc sản xuất theo thiết kế riêng, bên mua thường phải cung cấp bản vẽ, mẫu thiết kế hoặc thông tin kỹ thuật cho nhà cung cấp tại Việt Nam. Nếu hợp đồng không có điều khoản bảo mật phù hợp, nguy cơ bị sao chép sản phẩm hoặc sử dụng trái phép thông tin thương mại là hoàn toàn có thể xảy ra.
Đây là vấn đề rất phổ biến nhưng nhiều doanh nghiệp chỉ bắt đầu quan tâm sau khi đã phát sinh thiệt hại thực tế.
Dispute resolution clauses are a crucial part of international contracts. Many businesses use simple contract templates and overlook this aspect, assuming that "long-term cooperation between the two parties will not lead to problems." However, when actual disputes arise, the lack of clear regulations regarding applicable law, dispute resolution bodies, or the language of litigation can cause businesses to waste significant time and money on resolution.
For international sales transactions with suppliers in Vietnam, reviewing the contract before signing can significantly reduce commercial risks and limit difficult-to-resolve disputes later on. In high-value projects or long-term collaborations, using poorly drafted contract templates can lead to losses far exceeding the initial legal costs.
In international trade transactions, DEDICA assists foreign businesses in drafting and reviewing contracts to ensure that the terms comply with Vietnamese law as well as international trade practices.
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