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Chapter 1: ……………………………………………………………………………………………………1 Article 1 Governing scope …….................................................................................................................1 Article 2 Applicable ...................................................................................................................................1 Article 3 Interpretation of terms ….............................................................................................................2 Article 4 Applicable of Commercial Law andother relevant laws ….........................................................3 Article 5 Applicable of international treaties, foreign law and international commercial practice .........3 Article 6 Business entittles ………………………………………………………………. ..................................3 Article 7 Obligations of business entittles to conduct business registration ..............................................4 Article 8 Rights of enterprises ………………………....................................................................................4 Article 9 Commercial association ............................................…………………………………………..4 ………………………………………………………………………………………………………………
Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com i COMMERCIAL LAW TABLE OF CONTENTS CHAPTER 1 1 GENERAL PROVISIONS 1 SECTION 1 1 Governing Scope and Applicable Entities 1 Article 1 Governing scope 1 Article 2 Applicable entities 1 Article 3 Interpretation of terms 2 Article 4 Applicability of Commercial Law and other relevant laws 3 Article 5 Applicability of international treaties, foreign law and international commercial practice 3 Article 6 Business entities 3 Article 7 Obligation of business entities to conduct business registration 4 Article 8 State administrative body for commercial activities 4 Article 9 Commercial associations 4 SECTION 2 4 Fundamental Principles in Commercial Activities 4 Article 10 Principle of equality before law amongst business entities conducting commercial activities 4 Article 11 Principle of free and voluntary agreement in commercial activities 4 Article 12 Principle of applicability of custom [pre-]established by parties in commercial activities 5 Article 13 Principle of applicability of practice in commercial activities 5 Article 14 Principle of protection of legitimate interests of consumers 5 Article 15 Principle of recognition of legal validity of data messages in commercial activities 5 SECTION 3 5 Foreign Business Entities Conducting Commercial Activities in Vietnam 5 Article 16 Foreign business entities conducting commercial activities in Vietnam 5 Article 17 Rights of representative offices 6 Article 18 Obligations of representative offices 6 Article 19 Rights of branches 6 Article 20 Obligations of branches 7 Article 21 Rights and obligations of enterprises with foreign owned capital 7 Article 22 Authority to grant permission to foreign business entities to conduct commercial activities in Vietnam 7 Article 23 Termination of operations in Vietnam of foreign business entities 7 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com ii CHAPTER 2 8 PURCHASE AND SALE OF GOODS 8 SECTION 1 8 General Provisions Applicable to Activities being Purchase and Sale of Goods 8 Article 24 Form of contract for purchase and sale of goods 8 Article 25 Goods in which business is prohibited, goods in which business is restricted, and goods in which business is subject to conditions 8 Article 26 Application of emergency measures to goods circulating in domestic market 8 Article 27 International purchases and sales of goods 9 Article 28 Export and import of goods 9 Article 29 Temporary import and re-export [and] temporary export and re-import of goods 9 Article 30 Bordergate transfer of goods 9 Article 31 Application of emergency measures to activities of international purchases and sales of goods 10 Article 32 Labelling of goods circulating domestically and of import and export goods 10 Article 33 Certificates of origin of goods and rules on origin of goods 10 SECTION 2 11 Rights and Obligations of Parties to Contracts for Purchase and Sale of Goods 11 Article 34 Delivery of goods and vouchers relating to goods 11 Article 35 Place of delivery 11 Article 36 Responsibility when delivery of goods involves carrier 11 Article 37 Time-limit for delivery of goods 12 Article 38 Delivery of goods prior to agreed time-limit 12 Article 39 Goods not conforming with contract 12 Article 40 Liability for goods not conforming with contract 12 Article 41 Remedy for delivery of insufficient goods and for delivery of goods not conforming with contract 13 Article 42 Delivery of vouchers relating to goods 13 Article 43 Delivery of goods in excess 13 Article 44 Examination of goods prior to delivery 13 Article 45 Obligation to guarantee ownership of goods 14 Article 46 Obligation to guarantee intellectual property rights in goods 14 Article 47 Requirement to provide notice 14 Article 48 Obligation of seller in cases where goods are used as security for performance of civil obligation 14 Article 49 Obligation to provide warranty for goods 15 Article 50 Payment 15 Article 51 Suspension of payment of purchase price of goods 15 Article 52 Determination of price 15 Article 53 Determination of price in accordance with weight 15 Article 54 Place of payment 16 Article 55 Time-limit for payment 16 Article 56 Acceptance of goods 16 Article 57 Passing of risk in cases where place of delivery is specified 16 Article 58 Passing of risk in cases where no place of delivery is specified 16 Article 59 Passing of risk in cases where goods are handed over to bailee for delivery not being carrier 16 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com iii Article 60 Passing of risk in case of purchase and sale of goods being transported 17 Article 61 Passing of risk in other cases 17 Article 62 Time of passing of ownership of goods 17 SECTION 3 17 Purchase and Sale of Goods via Commodity Exchange 17 Article 63 Purchase and sale of goods via Commodity Exchange 17 Article 64 Contracts for purchase and sale of goods via Commodity Exchange 17 Article 65 Rights and obligations of parties to future contracts 18 Article 66 Rights and obligations of parties to option contracts 18 Article 67 Commodity Exchange 18 Article 68 Goods to be traded at Commodity Exchange 19 Article 69 Brokers in purchase and sale of goods via Commodity Exchange 19 Article 70 Practices prohibited by brokers in purchase and sale of goods via Commodity Exchange.19 Article 71 Practices prohibited during purchase and sale of goods via Commodity Exchange 20 Article 72 Implementation of administrative measures in emergency circumstances 20 Article 73 Right to conduct purchase and sale of goods via overseas commodity exchanges 20 CHAPTER 3 21 PROVISION OF SERVICES 21 SECTION 1 21 General Provisions Applicable to Provision of Services 21 Article 74 Form of service contracts 21 Article 75 Rights of business entities to provide services and to use services 21 Article 76 Services in which business is prohibited, services in which business is restricted, and services in which business is subject to conditions 21 Article 77 Application of emergency measures to activities of provision and use of services 22 SECTION 2 22 Rights and Obligations of Parties to Service Contracts 22 Article 78 Obligations of service providers 22 Article 79 Obligation of service providers on basis of performance results 22 Article 80 Obligation of service providers on basis of best endeavours and capacity 22 Article 81 Co-operation among service providers 23 Article 82 Time-limit for completion of services 23 Article 83 Client requests for changes during process of provision of services 23 Article 84 Continued provision of services after expiry of time-limit for completion of provision of services 23 Article 85 Obligations of clients 23 Article 86 Service fees 24 Article 87 Time-limit for payment [of service fees] 24 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com iv CHAPTER 4 24 COMMERCIAL ENHANCEMENT 24 SECTION 1 24 Promotions 24 Article 88 Promotions 24 Article 89 Business of promotion services 24 Article 90 Contract for provision of promotion services 24 Article 91 Rights of business entities to conduct promotions 25 Article 92 Forms of promotion 25 Article 93 Promoted goods and services 25 Article 94 Goods and services used for promotions, price discount rate in promotions 25 Article 95 Rights of business entities holding promotions 26 Article 96 Obligations of business entities holding promotions 26 Article 97 Details to be announced publicly 26 Article 98 Forms of announcement 27 Article 99 Confidentiality of information relating to promotional programs and details thereof 28 Article 100 Practices prohibited during promotional activities 28 Article 101 Registration of promotional activities with and report of results of promotion to State administrative body for commerce 29 SECTION 2 29 Commercial Advertising 29 Article 102 Commercial advertising 29 Article 103 Rights to conduct commercial advertising 29 Article 104 Business of commercial advertising services 29 Article 105 Commercial advertising products 29 Article 106 Means of commercial advertising 29 Article 107 Use of means of commercial advertising 30 Article 108 Protection of intellectual property rights with respect to commercial advertising products 30 Article 109 Prohibited commercial advertisements 30 Article 110 Contract for commercial advertising services 31 Article 111 Rights of parties hiring commercial advertising 31 Article 112 Obligations of parties hiring commercial advertising 31 Article 113 Rights of commercial advertising service providers 31 Article 114 Obligations of commercial advertising service providers 31 Article 115 Commercial advertisement publisher 32 Article 116 Obligations of commercial advertisement publishers 32 SECTION 3 32 Display and Introduction of Goods and Services 32 Article 117 Display and introduction of goods and services 32 Article 118 Rights to display and introduce goods and services 32 Article 119 Business of services of display and introduction of goods and services 33 Article 120 Forms of display and introduction of goods and services 33 Article 121 Conditions for displayed and introduced goods and services 33 Article 122 Conditions for goods imported into Vietnam for purposes of display and introduction 33 Article 123 Cases where display and introduction of goods and services is prohibited 33 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com v Article 124 Contract for services of display and introduction of goods and services 34 Article 125 Rights of parties hiring services of display and introduction of goods and services 34 Article 126 Obligations of parties hiring services of display and introduction of goods and services 34 Article 127 Rights of parties providing services of display and introduction of goods and services 34 Article 128 Obligations of parties providing services of display and introduction of goods and services 35 SECTION 4 35 Trade Fairs and Exhibitions 35 Article 129 Trade fairs and exhibitions 35 Article 130 Conducting business of trade fair and exhibition services 35 Article 131 Right to organize or participate in trade fair or exhibition 35 Article 132 Organizing trade fairs and exhibitions in Vietnam 36 Article 133 Organization of and participation in overseas trade fairs and exhibitions 36 Article 134 Goods and services displayed and introduced at trade fairs and exhibitions in Vietnam 36 Article 135 Goods and services participating in overseas trade fairs and exhibitions 37 Article 136 Sale or gift of goods and provision of services at trade fairs and exhibitions in Vietnam 37 Article 137 Sale or gift of Vietnamese goods and provision of Vietnamese services participating in overseas trade fairs and exhibitions 37 Article 138 Rights and obligations of organizations and individuals participating in trade fairs and exhibitions in Vietnam 38 Article 139 Rights and obligations of business entities organizing or participating in overseas trade fairs and exhibitions 38 Article 140 Rights and obligations of business entities conducting business of trade fair and exhibition services 38 CHAPTER 5 39 INTERMEDIARY COMMERCIAL ACTIVITIES 39 SECTION 1 39 Representation of Business Entities 39 Article 141 Representation of business entities 39 Article 142 Contracts for representation of business entities 39 Article 143 Scope of representation 39 Article 144 Term of representation of business entities 39 Article 145 Obligations of representatives 39 Article 146 Obligations of represented entities 40 Article 147 Right to receive remuneration of representative 40 Article 148 Payment of expenses incurred 40 Article 149 Lien 40 SECTION 2 41 Commercial Brokerage 41 Article 150 Commercial brokerage 41 Article 151 Obligations of commercial brokers 41 Article 152 Obligations of principals 41 Article 153 Right to remuneration of broker 41 Article 154 Payment of expenses incurred in relation to brokerage activities 41 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com vi SECTION 3 42 Sale and Purchase of Goods by Authorized Dealers 42 Article 155 Sale and purchase of goods by authorized dealers 42 Article 156 Authorized dealers 42 Article 157 Principals 42 Article 158 Goods subject of authorization 42 Article 159 Authorization contracts 42 Article 160 Authorization of third parties 42 Article 161 Authorization from multiple principals 42 Article 162 Rights of principals 42 Article 163 Obligations of principals 43 Article 164 Rights of authorized dealers 43 Article 165 Obligations of authorized dealers 43 SECTION 4 44 Commercial Agency 44 Article 166 Commercial agency 44 Article 167 Principals and agents 44 Article 168 Agency contracts 44 Article 169 Forms of agency 44 Article 170 Ownership rights in commercial agency 44 Article 171 Remuneration of agent 44 Article 172 Rights of principals 45 Article 173 Obligations of principals 45 Article 174 Rights of agents 46 Article 175 Obligations of agents 46 Article 176 Payments in cases of agency 47 Article 177 Term of agency 47 CHAPTER 6 47 A NUMBER OF OTHER SPECIFIC COMMERCIAL ACTIVITIES 47 SECTION 1 47 Commercial Processing 47 Article 178 Commercial processing 47 Article 179 Processing contracts 47 Article 180 Goods for processing 47 Article 181 Rights and obligations of suppliers 48 Article 182 Rights and obligations of processors 48 Article 183 Remuneration of processor 48 Article 184 Technology transfer in processing with foreign organizations and individuals 49 SECTION 2 49 Auction of Goods 49 Article 185 Auction of goods 49 Article 186 Auctioneers and sellers of goods 49 Article 187 Auction participants and auction administrators 49 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com vii Article 188 Principles for auctions 49 Article 189 Rights of auctioneers 50 Article 190 Obligations of auctioneers 50 Article 191 Rights of seller of goods being different entity from auctioneer 51 Article 192 Obligations of seller of goods being different entity from auctioneer 51 Article 193 Service contracts to hold auction of goods 51 Article 194 Determination of reserve price 51 Article 195 Notification to persons with related interests and obligations in case of mortgaged or pledged goods 52 Article 196 Time-limit for notification and for listing notice of auction of goods 52 Article 197 Contents of announcement and of listed notice of auction of goods 52 Article 198 Persons not permitted to participate in auctions 52 Article 199 Registration of participation in auction 53 Article 200 Display of goods to be auctioned 53 Article 201 Conducting auctions 53 Article 202 Unsuccessful auctions 54 Article 203 Deed of auction of goods 54 Article 204 Withdrawal of bids 54 Article 205 Refusal to purchase 55 Article 206 Registration of ownership 55 Article 207 Time for payment of purchase price of goods 55 Article 208 Location for payment of purchase price of goods 55 Article 209 Time-limit for delivery of auctioned goods 55 Article 210 Location for delivery of auctioned goods 56 Article 211 Remuneration for goods auctioneering services 56 Article 212 Costs relating to auctions of goods 56 Article 213 Liability for auctioned goods not conforming with announcement and listed notice 56 SECTION 3 57 Tendering of Goods and Services 57 Article 214 Tendering of goods and services 57 Article 215 Forms of tendering 57 Article 216 Methods of tendering 57 Article 217 Prequalification of tenderers 57 Article 218 Tender invitation documents 58 Article 219 Tender invitation letter 58 Article 220 Instructions to tenderers 58 Article 221 Management of tenders 58 Article 222 Security for participation in tendering 58 Article 223 Confidentiality of tendering information 59 Article 224 Tender opening 59 Article 225 Consideration of tenders upon tender opening 59 Article 226 Minutes of tender opening 59 Article 227 Assessment and comparison of tenders 60 Article 228 Amendments of tender documents 60 Article 229 Classification and selection of contractors 60 Article 230 Notification of tendering results and signing of contract 60 Article 231 Security for performance of contract 61 Article 232 Re-organization of tendering 61 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com viii SECTION 4 61 Logistic Services 61 Article 233 Logistic services 61 Article 234 Conditions for engaging in business of logistic services 61 Article 235 Rights and obligations of business entities engaging in business of logistic services 62 Article 236 Rights and obligations of clients 62 Article 237 Cases of exemption from liability for business entities engaging in business of logistic services 62 Article 238 Limitations on liability 63 Article 239 Right to lien over goods and right to dispose of goods 63 Article 240 Obligations of business entities engaging in business of logistic services upon exercise of lien over goods 64 SECTION 5 64 Transit of Goods through Territory of Vietnam and Goods Transiting Services 64 Article 241 Transit of goods 64 Article 242 Right to transit goods 64 Article 243 Routes for transit 65 Article 244 Transit by airlines 65 Article 245 Supervision of goods in transit 65 Article 246 Period of transit 65 Article 247 Goods in transit being sold in Vietnam 65 Article 248 Prohibited acts during transit 66 Article 249 Goods transiting services 66 Article 250 Conditions for conducting business of providing transiting services 66 Article 251 Contracts for transiting services 66 Article 252 Rights and obligations of parties hiring transiting services 66 Article 253 Rights and obligations of transiting services providers 67 SECTION 6 67 Assessment Services 67 Article 254 Assessment services 67 Article 255 Contents of assessment 67 Article 256 Business entities engaging in business of providing assessment services 68 Article 257 Conditions for engaging in business of providing assessment services 68 Article 258 Scope of business of providing assessment services 68 Article 259 Criteria for assessors 68 Article 260 Assessment certificates 68 Article 261 Legal validity of assessment certificate with respect to party requesting assessment 69 Article 262 Legal validity of assessment certificate with respect to parties to contract 69 Article 263 Rights and obligations of business entities engaging in business of providing assessment services 69 Article 264 Rights of clients 70 Article 265 Obligations of clients 70 Article 266 Penalties for breaches and damages for loss for incorrect assessment results 70 Article 267 Authorization to assess goods and services 71 Article 268 Assessments at request of State bodies 71 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com ix SECTION 7 71 Leasing Goods 71 Article 269 Leasing goods 71 Article 270 Rights and obligations of lessors 71 Article 271 Rights and obligations of lessees 72 Article 272 Repairs and alterations to original status of leased goods 72 Article 273 Liability for loss or damage during term of lease 72 Article 274 Passing of risk in relation to leased goods 72 Article 275 Leased goods not conforming with contract 73 Article 276 Refusal to receive goods 73 Article 277 Rectification or replacement of leased goods not conforming with contract 73 Article 278 Acceptance of leased goods 73 Article 279 Withdrawal of acceptance 74 Article 280 Liability for defect in leased goods 74 Article 281 Sub-lease 74 Article 282 Benefits arising during term of lease 74 Article 283 Changes in ownership during term of lease 75 SECTION 8 75 Franchising 75 Article 284 Franchising 75 Article 285 Franchise contracts 75 Article 286 Rights of franchisors 75 Article 287 Obligations of franchisors 75 Article 288 Rights of franchisees 76 Article 289 Obligations of franchisees 76 Article 290 Sub-franchise to third party 76 Article 291 Registration of franchise 76 CHAPTER 7 77 REMEDIES IN COMMERCE AND DISPUTE RESOLUTION IN COMMERCE 77 SECTION 1 77 Remedies in Commerce 77 Article 292 Types of remedies in commerce 77 Article 293 Imposition of remedies in commerce for insubstantial breaches 77 Article 294 Immunity from liability for acts in breach 77 Article 295 Notification of events for which defaulting party entitled to immunity from liability 78 Article 296 Extension of time-limit [for contractual performance] [and] refusal to perform contract upon occurrence of event of force majeure 78 Article 297 Specific performance of contracts 78 Article 298 Extension of time-limit for performance of obligations 79 Article 299 Relationship between specific performance and other remedies 79 Article 300 Penalty for breach 79 Article 301 Level of penalty 79 Article 302 Damages for loss 79 Article 303 Grounds for liability to pay damages for loss 80 Article 304 Burden of proof of loss 80 Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com x Article 305 Obligation to mitigate loss 80 Article 306 Right to claim interest on delayed payment 80 Article 307 Relationship between remedy of penalty for breach and remedy of damages 80 Article 308 Temporary cessation of performance of contract 80 Article 309 Legal consequences of temporary cessation of performance of contract 81 Article 310 Termination of performance of contract 81 Article 311 Legal consequences of termination of performance of contract 81 Article 312 Rescission of contract 81 Article 313 Rescission of contract in cases of delivery of goods or provision of services on piecemeal basis 82 Article 314 Legal consequences of rescission of contract 82 Article 315 Notice of temporary cessation of performance of contract, of termination of performance of contract, and of rescission of contract 82 Article 316 Right to claim damages for loss when other remedies already applied 82 SECTION 2 83 Commercial Dispute Resolution 83 Article 317 Forms of dispute resolution 83 Article 318 Limitation period for lodging complaints 83 Article 319 Limitation period for initiating legal action 83 CHAPTER 8 83 DEALING WITH BREACHES OF COMMERCIAL LAWS 83 Article 320 Acts constituting breach of commercial laws 83 Article 321 Forms of dealing with breach of commercial laws 84 Article 322 Imposition of penalties for administrative offences during commercial activities 84 CHAPTER 9 85 IMPLEMENTING PROVISIONS 85 Article 323 85 Article 324 85 [...]... conduct commercial activities in Vietnam 1 The Government shall exercise uniform administration of the granting of permission to foreign business entities to conduct commercial activities in Vietnam 2 The Ministry of Planning and Investment shall be responsible before the Government for exercising administration of the issuance of licences to foreign business entities making investments in Vietnam in accordance... accordance with the law of Vietnam Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com 6 6 To have a seal bearing the name of the branch in accordance with the law of Vietnam 7 To conduct activities being the purchase and sale of goods and other commercial activities consistent with its licence for establishment in accordance with the law of Vietnam and any international treaty... stipulated by law shall be recognized as having legal validity in commercial activities equivalent to that of a written document SECTION 3 Foreign Business Entities Conducting Commercial Activities in Vietnam Article 16 Foreign business entities conducting commercial activities in Vietnam 1 A foreign business entity means a business entity which was established and which has business registration in accordance... responsible before the Government for exercising administration of the issuance of licences to foreign business entities conducting commercial activities in Vietnam, the provisions of such specialized law shall apply Article 23 1 Termination of operations in Vietnam of foreign business entities A foreign business entity shall terminate its operation in Vietnam in the following circumstances: (a) Upon expiry... and individuals conducting acts relating to commerce 3 Based on the principles of this Law, the Government shall provide specific regulations on the applicability of this Law to individuals who conduct commercial activities independently and regularly but who are not required to have business registration Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com 1 Article 3 Interpretation... of Vietnam in order to survey markets and to undertake a number of commercial enhancement activities permitted by the law of Vietnam 7 Branch of a foreign business entity in Vietnam means a subsidiary unit of a foreign business entity which is established and conducts commercial activities in Vietnam in accordance with the law of Vietnam or an international treaty of which the Socialist Republic of Vietnam. .. Robinson Note: The literal translation is "service price" Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com 24 Article 91 Rights of business entities to conduct promotions 1 A Vietnamese business entity, a branch of a Vietnamese business entity and a branch of a foreign business entity in Vietnam has the right to hold its own promotions or to hire a business entity engaging... Arthur Robinson Note: In the sense of 'geographical areas' An alternative translation is "locations" Allens Arthur Robinson - Vietnam Laws Online Database on www.vietnamlaws.com 3 Article 7 Obligation of business entities to conduct business registration Business entities have the obligation to conduct business registration in accordance with law Any business entity which has not yet conducted business... Article 9 Commercial associations 1 Commercial associations shall be established in order to protect the lawful rights and interests of business entities, to encourage business entities to participate in the development of commerce, and to disseminate and popularize the law on commerce 2 Commercial associations shall be organized and operate in accordance with law SECTION 2 Fundamental Principles in Commercial. .. 10 Principle of equality before law amongst business entities conducting commercial activities Business entities from all economic sectors shall be equal before the law during commercial activities Article 11 Principle of free and voluntary agreement in commercial activities 1 Parties have the right freely to reach agreements which are not inconsistent with law, fine customs and social ethics in order