Commercial Law 2005

THE LAW

COMMERCE

Based on the Constitution of the Socialist Republic of Vietnam of 1992, as amended and supplemented by Resolution No. 51/2001/QH10 dated December 25, 2001, of the 10th National Assembly, 12th session;

This law regulates commercial activities.

Chapter I

GENERAL PROVISIONS

SECTION 1. SCOPE OF REGULATION AND APPLICABLE SUBJECTS

Article 1. Scope

1. Commercial activities conducted within the territory of the Socialist Republic of Vietnam.

2. Commercial activities conducted outside the territory of the Socialist Republic of Vietnam in cases where the parties agree to apply this Law or foreign law, or international treaties to which the Socialist Republic of Vietnam is a party and which provide for the application of this Law.

3. Non-profit activities of a party to a transaction with a trader carried out within the territory of the Socialist Republic of Vietnam, in cases where the party carrying out such non-profit activities chooses to apply this Law.

Article 2. Subject of application

1. Traders conduct commercial activities in accordance with the provisions of Article 1 of this Law.

2. Other organizations and individuals engaged in activities related to commerce.

3. Based on the principles of this Law, the Government shall specify the application of this Law to individuals who engage in commercial activities independently and regularly without being required to register their business.

Article 3. Interpretation of terms

In this Law, the terms below are construed as follows:

1. Commercial activity is an activity aimed at making a profit, including buying and selling goods, providing services, investing, trade promotion, and other profit-making activities.

2. Goods include:

a) All types of movable property, including movable property that will be created in the future;

b) Things that are attached to the land.

3. Commercial practice refers to clearly defined rules of conduct that have been formed and repeated many times over a long period between parties, and are implicitly acknowledged by the parties to determine their rights and obligations in a commercial contract.

4. Commercial custom is a widely recognized practice in commercial activities within a region, area, or commercial sector, with clear content acknowledged by the parties to determine the rights and obligations of the parties in commercial activities.

5. A data message is information that is created, sent, received, and stored electronically.

6. A representative office of a foreign trader in Vietnam is a subsidiary unit of the foreign trader, established in accordance with Vietnamese law to explore the market and carry out certain trade promotion activities permitted by Vietnamese law.

7. A branch of a foreign trader in Vietnam is a subsidiary unit of the foreign trader, established and operating commercially in Vietnam in accordance with Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a party.

8. The buying and selling of goods is a commercial activity whereby the seller is obligated to deliver the goods, transfer ownership of the goods to the buyer, and receive payment; the buyer is obligated to pay the seller, receive the goods, and acquire ownership of the goods as agreed.

9. Service provision is a commercial activity whereby one party (hereinafter referred to as the service provider) is obligated to perform a service for another party and receive payment; the service user (hereinafter referred to as the customer) is obligated to pay the service provider and use the service according to the agreement.

10. Trade promotion is the activity of promoting and seeking opportunities for buying and selling goods and providing services, including promotional activities, commercial advertising, displaying and introducing goods and services, and trade fairs and exhibitions.

11. Commercial intermediary activities are activities carried out by traders to conduct commercial transactions for one or more identified traders, including activities such as representing traders, commercial brokerage, commissioned buying and selling of goods, and commercial agency.

12. A breach of contract is the failure of one party to perform, to perform inadequately, or to perform improperly its obligations as agreed upon by the parties or as stipulated in this Law.

13. A fundamental breach is a breach of contract by one party that causes such damage to the other party that the latter is unable to achieve the purpose of entering into the contract.

14. The origin of goods is the country or territory where the goods are entirely produced or where the final basic processing stage is carried out in cases where multiple countries or territories are involved in the production of those goods.

15. Forms of equivalent value to written documents include telegrams, telexes, faxes, data messages, and other forms as prescribed by law.

Article 4. Applying the Commercial Law and related legislation.

1. Commercial activities must comply with the Commercial Law and related legislation.

2. Specific commercial activities regulated by other laws shall be governed by the provisions of those laws.

3. Commercial activities not regulated in the Commercial Law and other laws shall be governed by the provisions of the Civil Code.

Article 5. Applying international treaties, foreign laws, and international commercial practices.

1. In cases where an international treaty to which the Socialist Republic of Vietnam is a party contains provisions for the application of foreign law, international commercial customs, or other provisions different from those of this Law, the provisions of that international treaty shall apply.

2. Parties in commercial transactions with foreign elements may agree to apply foreign law or international commercial customs if such foreign law or international commercial customs do not contradict the fundamental principles of Vietnamese law.

Article 6. Businessman

1. Merchants include legally established economic organizations and individuals who engage in commercial activities independently, regularly, and with business registration.

2. Merchants have the right to conduct commercial activities in any industry, in any location, in any form, and in any way that is not prohibited by law.

3. The legitimate commercial activities of traders are protected by the State.

4. The State exercises a time-limited state monopoly over commercial activities for certain goods, services, or in certain geographical areas to ensure national interests. The Government specifies the list of goods, services, and geographical areas subject to state monopoly.

Article 7. Business registration obligations of traders

Businesses are obligated to register their operations in accordance with the law. Even without business registration, businesses remain responsible for all their activities as stipulated in this Law and other applicable laws.

Article 8. State agency responsible for commercial activities

1. The government exercises unified state management over commercial activities.

2. The Ministry of Trade is responsible to the Government for the state management of the buying and selling of goods and specific commercial activities as stipulated in this Law.

3. Ministries and ministerial-level agencies, within the scope of their duties and powers, are responsible for carrying out state management of commercial activities in their assigned fields.

4. People's Committees at all levels shall exercise state management over commercial activities in their localities according to the decentralization of authority by the Government.

Article 9. Trade association

1. Trade associations are established to protect the legitimate rights and interests of traders, encourage traders to participate in trade development, and disseminate and publicize legal regulations on trade.

2. Trade associations are organized and operate in accordance with the laws on associations.

SECTION 2. FUNDAMENTAL PRINCIPLES IN COMMERCIAL ACTIVITIES

Article 10. The principle of equality before the law for merchants in commercial activities.

Merchants from all economic sectors are equal before the law in commercial activities.

Article 11. The principle of freedom and voluntary agreement in commercial activities.

1. Parties have the right to freely agree on terms that do not contravene the provisions of the law, customs, and social ethics to establish their rights and obligations in commercial activities. The State respects and protects these rights.

2. In commercial transactions, the parties must act entirely voluntarily; neither party may impose, coerce, threaten, or obstruct the other.

Article 12. The principle of applying established business practices in commercial transactions is set between the parties.

Unless otherwise agreed, the parties shall be deemed to implicitly apply established commercial practices between them that they knew or should have known, but which must not be contrary to the law.

Article 13. Principles of applying customary practices in commercial activities.

In cases where the law does not provide for a specific regulation, the parties have not reached an agreement, and there is no established custom between them, commercial custom shall apply, but it must not contradict the principles stipulated in this Law and in the Civil Code.

Article 14. The principle of protecting the legitimate interests of consumers.

1. Businesses engaged in commercial activities have an obligation to provide consumers with complete and truthful information about the goods and services they trade and are responsible for the accuracy of that information.

2. Traders engaged in commercial activities are responsible for the quality and legality of the goods and services they trade.

Article 15. The principle of recognizing the legal validity of data messages in commercial activities.

In commercial activities, data messages that meet the technical conditions and standards prescribed by law are recognized as having the same legal validity as written documents.

SECTION 3. FOREIGN BUSINESSES ENGAGING IN COMMERCIAL ACTIVITIES IN VIETNAM

Article 16. Foreign traders conducting commercial activities in Vietnam

1. Foreign traders are traders established and registered in accordance with the laws of a foreign country or recognized by the laws of a foreign country.

2. Foreign traders are permitted to establish representative offices and branches in Vietnam; and to establish foreign-invested enterprises in Vietnam in the forms prescribed by Vietnamese law.

3. Representative offices and branches of foreign traders in Vietnam have the rights and obligations as prescribed by Vietnamese law. Foreign traders are responsible under Vietnamese law for all activities of their representative offices and branches in Vietnam.

4. Enterprises with foreign investment capital established in Vietnam by foreign traders in accordance with Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a party shall be considered Vietnamese traders.

Article 17. Rights of the Representative Office

1. The representative office operates in accordance with the purpose, scope, and timeframe stipulated in its establishment license.

2. Renting office premises, leasing or purchasing necessary equipment and supplies for the operation of the Representative Office.

3. Recruit Vietnamese and foreign workers to work at the Representative Office in accordance with Vietnamese law.

4. Open accounts in foreign currency or Vietnamese Dong with foreign currency origin at banks licensed to operate in Vietnam, and use these accounts solely for the activities of the Representative Office.

5. The representative office must have a seal bearing its name as prescribed by Vietnamese law.

6. Other rights as prescribed by law.

Article 18. Responsibilities of the Representative Office

1. Direct profit-generating activities are not permitted in Vietnam.

2. Trade promotion activities may only be carried out within the scope permitted by this Law.

3. It is prohibited to enter into contracts, amend or supplement existing contracts of foreign traders, except when the Head of the Representative Office has a legally valid authorization from the foreign trader or in the cases stipulated in Clauses 2, 3 and 4 of Article 17 of this Law.

4. Pay taxes, fees, charges, and fulfill other financial obligations as prescribed by Vietnamese law.

5. Reporting on the activities of the Representative Office in accordance with Vietnamese law.

6. Other obligations as prescribed by law.

Article 19. Branch Rights

1. Rent office space, lease or purchase necessary equipment and supplies for the branch's operations.

2. Recruit Vietnamese and foreign workers to work at the Branch in accordance with Vietnamese law.

3. Entering into contracts in Vietnam in accordance with the scope of activities stipulated in the branch establishment license and in compliance with the provisions of this Law.

4. Open an account in Vietnamese Dong or foreign currency at a bank licensed to operate in Vietnam.

5. Transferring profits abroad in accordance with Vietnamese law.

6. The branch must have a seal bearing its name as prescribed by Vietnamese law.

7. To conduct the buying and selling of goods and other commercial activities in accordance with the establishment license as prescribed by Vietnamese law and international treaties to which the Socialist Republic of Vietnam is a party.

8. Other rights as prescribed by law.

Article 20. Responsibilities of the Branch

1. Implement accounting practices in accordance with Vietnamese law; if a different commonly used accounting system needs to be applied, it must be approved by the Ministry of Finance of the Socialist Republic of Vietnam.

2. Report on the branch's activities in accordance with Vietnamese law.

3. Other obligations as prescribed by law.

Article 21. Rights and obligations of foreign-invested enterprises

The rights and obligations of foreign-invested enterprises are determined according to the provisions of Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a party.

Article 22. Authority to permit foreign traders to conduct commercial activities in Vietnam

1. The government uniformly manages the granting of permits for foreign traders to conduct commercial activities in Vietnam.

2. The Ministry of Planning and Investment is responsible to the Government for managing the issuance of licenses to foreign businesses investing in Vietnam in accordance with Vietnamese law.

3. The Ministry of Trade is responsible to the Government for managing the issuance of licenses for the establishment of representative offices of foreign traders in Vietnam; the establishment of branches, joint ventures, and wholly foreign-owned enterprises in Vietnam in cases where the trader specializes in the buying and selling of goods and activities directly related to the buying and selling of goods in accordance with Vietnamese law and in compliance with international treaties to which the Socialist Republic of Vietnam is a party.

4. In cases where specialized laws specifically stipulate the authority of ministries or ministerial-level agencies responsible to the Government for managing the issuance of licenses to foreign traders operating commercially in Vietnam, the provisions of those specialized laws shall apply.

Article 23. Termination of operations in Vietnam for foreign traders.

1. Foreign traders cease operations in Vietnam in the following cases:

a) The operating period stated in the license has expired;

b) Upon the request of the business entity and with the approval of the competent state management agency;

c) By decision of a competent state management agency due to violations of the law and regulations of the license;

d) Due to the merchant being declared bankrupt;

d) When a foreign trader ceases operations in accordance with foreign law regarding representative offices, branches, and participation in business cooperation contracts with a Vietnamese party;

e) Other cases as prescribed by law.

2. Before ceasing operations in Vietnam, foreign traders are obligated to settle all debts and other obligations to the State, organizations, and individuals concerned in Vietnam.

Chapter II

BUYING AND SELLING GOODS

SECTION 1. GENERAL REGULATIONS FOR THE BUYING AND SELLING OF GOODS

Article 24. Forms of contracts for the sale of goods

1. A contract for the sale of goods can be expressed orally, in writing, or established through specific actions.

2. For types of contracts for the sale of goods that the law requires to be in writing, those regulations must be followed.

Article 25. Prohibited goods, restricted goods, goods subject to conditional trading.

1. Based on the socio-economic conditions of each period and international treaties to which the Socialist Republic of Vietnam is a party, the Government shall specify the list of goods prohibited from trading, goods restricted from trading, goods subject to conditional trading, and the conditions for trading those goods.

2. For goods subject to business restrictions or conditional business regulations, buying and selling can only be carried out when both the goods and the parties involved in the transaction fully meet the conditions stipulated by law.

Article 26. Implement emergency measures for goods circulating domestically.

1. Goods that are legally circulating in the country are subject to one or more measures requiring recall, prohibition of circulation, temporary suspension of circulation, conditional circulation, or licensing in any of the following cases:

a) The goods are a source or means of transmitting infectious diseases;

b) In case of an emergency.

2. The specific conditions, procedures, and authority for announcing the application of emergency measures to goods circulating domestically shall be carried out in accordance with the provisions of the law.

Article 27. International trade in goods

1. International trade in goods is conducted in the forms of export, import, temporary import, re-export, temporary export, re-import, and transshipment.

2. International trade in goods must be conducted on the basis of a written contract or other form of equivalent legal validity.

Article 28. Export and import of goods

1. Exporting goods means the act of goods being taken out of the territory of Vietnam or brought into a special area located within the territory of Vietnam that is considered a separate customs area according to the provisions of law.

2. Importing goods means bringing goods into the territory of Vietnam from abroad or from a special area located within the territory of Vietnam that is considered a separate customs area according to the provisions of law.

3. Based on the socio-economic conditions of each period and international treaties to which the Socialist Republic of Vietnam is a party, the Government shall specify the list of goods prohibited from export and import, the list of goods subject to export and import licenses issued by competent state agencies, and the procedures for granting licenses.

Article 29. Temporary import, re-export, temporary export, re-import of goods

1. Temporary import and re-export of goods refers to the process where goods are brought into Vietnam from abroad or from special areas within Vietnam that are considered separate customs zones according to the law, undergoing import procedures into Vietnam and then undergoing export procedures for the same goods out of Vietnam.

2. Temporary export and re-import of goods refers to the process where goods are taken abroad or into special areas within Vietnam that are considered separate customs zones according to the law, with export procedures carried out to leave Vietnam and import procedures carried out to re-import the same goods into Vietnam.

3. The Government shall provide detailed regulations on the temporary import, re-export, and temporary export, re-import of goods.

Article 30. Import of goods

1. Re-export of goods is the act of purchasing goods from one country or territory and selling them to another country or territory outside of Vietnam without going through import procedures into Vietnam and without going through export procedures out of Vietnam.

2. The transshipment of goods is carried out in the following forms:

a) Goods are transported directly from the exporting country to the importing country without passing through Vietnamese customs checkpoints;

b) Goods transported from the exporting country to the importing country passing through Vietnamese border gates but without undergoing import procedures into Vietnam or export procedures out of Vietnam;

c) Goods transported from the exporting country to the importing country, passing through Vietnamese border gates and placed in bonded warehouses or transshipment areas at Vietnamese ports, without undergoing import procedures into Vietnam or export procedures out of Vietnam.

3. The government shall provide detailed regulations on the re-export of goods.

Article 31. Implement emergency measures regarding international trade in goods.

In cases where necessary, to protect national security and other national interests in accordance with Vietnamese law and international treaties to which the Socialist Republic of Vietnam is a party, the Prime Minister may decide to apply emergency measures to international trade in goods.

Article 32. Labels for goods circulating domestically and goods for export and import.

1. A product label is a written, printed, drawn, or photographed representation of words, drawings, or images that are affixed, printed, attached, molded, engraved, or carved directly onto the product, its packaging, or other materials attached to the product or its packaging.

2. Goods circulating domestically, as well as goods exported and imported, must have product labels, except in certain cases as prescribed by law.

3. The information to be included on product labels and the labeling process are carried out in accordance with government regulations.

Article 33. Certificate of origin and rules of origin

1. Goods exported or imported must have a certificate of origin in the following cases:

a) Goods that are eligible for tax incentives or other preferential treatment;

b) In accordance with Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a party.

2. The government shall specify in detail the rules of origin for exported and imported goods.

SECTION 2. RIGHTS AND OBLIGATIONS OF THE PARTIES IN A GOODS SALES CONTRACT

Article 34. Delivery and related documentation for the goods.

1. The seller must deliver the goods and documents as agreed in the contract regarding quantity, quality, packaging, storage methods, and other provisions in the contract.

2. Unless otherwise agreed, the seller is obligated to deliver the goods and related documents in accordance with the provisions of this Law.

Article 35. Delivery location

1. The seller is obligated to deliver the goods to the agreed-upon location.

2. In the absence of an agreement on the delivery location, the delivery location shall be determined as follows:

a) If the goods are fixed to the land, the seller must deliver the goods at the location where they are situated;

b) If the contract specifies provisions regarding the transportation of goods, the seller is obligated to deliver the goods to the first carrier.

c) In cases where the contract does not specify the location of goods transportation, if at the time of concluding the contract the parties are aware of the location of the warehouse, loading location, or place of production or manufacturing of the goods, the seller must deliver the goods at that location;

d) In other cases, the seller must deliver the goods at the seller's place of business; if there is no place of business, the goods must be delivered to the seller's place of residence as determined at the time of concluding the sales contract.

Article 36. The responsibility for delivery lies with the carrier.

1. In cases where goods are delivered to a carrier but are not clearly identified by markings on the goods, shipping documents, or other means, the seller must notify the buyer that the goods have been delivered to the carrier and must clearly identify the name and method of identifying the goods being transported.

2. If the seller is obligated to arrange for the transportation of the goods, the seller must conclude the necessary contracts to ensure that the transportation is carried out to the destination using means of transport appropriate to the specific circumstances and under the usual conditions for that mode of transport.

3. If the seller is not obligated to purchase insurance for the goods during transportation, and the buyer requests it, the seller must provide the buyer with the necessary information related to the goods and their transportation to facilitate the buyer's purchase of insurance for those goods.

Article 37. Delivery time

1. The seller must deliver the goods at the delivery time agreed upon in the contract.

2. If only a delivery period is agreed upon without specifying a particular delivery time, the seller has the right to deliver the goods at any time within that period and must notify the buyer in advance.

3. In the absence of an agreement on the delivery date, the seller must deliver the goods within a reasonable time after the conclusion of the contract.

Article 38. Delivered ahead of the agreed deadline.

If the seller delivers the goods before the agreed-upon deadline, the buyer has the right to accept or refuse the goods unless otherwise agreed upon by the parties.

Article 39. The goods do not conform to the contract.

1. Unless otherwise stipulated in the contract, goods shall be deemed non-conforming to the contract if they fall under any of the following circumstances:

a) Not suitable for the ordinary use of goods of the same type;

b) Not suitable for any particular purpose that the buyer informed the seller of, or that the seller should have known of at the time of entering into the contract;

c) The quality is not guaranteed to be the same as the quality of the sample goods that the seller delivered to the buyer;

d) Not stored or packaged in the usual manner for that type of goods, or not in a manner suitable for preserving the goods in the absence of such a method.

2. The buyer has the right to refuse to accept the goods if they do not conform to the contract as stipulated in Clause 1 of this Article.

Article 40. Liability for goods that do not conform to the contract.

Unless otherwise agreed by the parties, liability for goods that do not conform to the contract is stipulated as follows:

1. The seller shall not be liable for any defects in the goods if, at the time of concluding the contract, the buyer knew or should have known about such defects;

2. Except as provided in Clause 1 of this Article, within the time limit for claiming a claim as prescribed by this Law, the seller shall be liable for any defects in the goods that existed before the time the risk was transferred to the buyer, even if such defects are discovered after the time the risk was transferred;

3. The seller shall be liable for defects in the goods arising after the transfer of risk if such defects are due to the seller's breach of contract.

Article 41. Rectification in cases of underdelivery or delivery of goods that do not conform to the contract.

1. Unless otherwise agreed, if the contract only specifies the delivery period and does not specify a particular delivery time, and the seller delivers the goods before the deadline, or delivers insufficient goods or goods that do not conform to the contract, the seller may still deliver the remaining goods, replace the goods to conform to the contract, or rectify the non-conformity of the goods within the remaining period.

2. If the seller's actions to remedy the situation as stipulated in Clause 1 of this Article cause disadvantage or incur unreasonable costs for the buyer, the buyer has the right to request the seller to remedy the disadvantage or bear those costs.

Article 42. Hand over the documents related to the goods.

1. In cases where there is an agreement on the delivery of documents, the seller is obligated to deliver the documents related to the goods to the buyer within the agreed timeframe, at the agreed location, and by the agreed method.

2. In the absence of an agreement on the time and place for delivering the documents related to the goods to the buyer, the seller must deliver the documents related to the goods to the buyer within a reasonable time and at a suitable location so that the buyer can receive the goods.

3. If the seller has delivered the documents related to the goods before the agreed deadline, the seller may still rectify any deficiencies in these documents within the remaining time.

4. If the seller's rectification of the deficiencies stipulated in Clause 3 of this Article causes disadvantage or incurs unreasonable costs for the buyer, the buyer has the right to request the seller to remedy the disadvantage or bear those costs.

Article 43. New Year's Eve

1. If the seller delivers excess goods, the buyer has the right to refuse or accept the excess goods.

2. If the buyer accepts the excess goods, they must pay the price agreed upon in the contract unless otherwise agreed upon by the parties.

Article 44. Inspect the goods before delivery.

1. If the parties agree that the buyer or their representative will inspect the goods before delivery, the seller must ensure that the buyer or their representative has the opportunity to conduct the inspection.

2. Unless otherwise agreed, the buyer or its representative, as provided for in Clause 1 of this Article, shall inspect the goods within the shortest time that the actual circumstances permit; if the contract provides for the transportation of goods, the inspection may be postponed until the goods are delivered to the destination.

3. If the buyer or their representative fails to inspect the goods before delivery as agreed, the seller has the right to deliver the goods as per the contract.

4. The seller shall not be liable for defects in the goods that the buyer or the buyer's representative knew or should have known but failed to notify the seller within a reasonable time after inspecting the goods.

5. The seller shall be liable for defects in the goods that the buyer or the buyer's representative has inspected if the defects could not have been detected during inspection by ordinary means and the seller knew or should have known about the defects but failed to inform the buyer.

Article 45. The obligation to secure ownership rights over goods.

The seller must guarantee:

1. The buyer's ownership of the sold goods is not disputed by any third party;

2. The goods must be legal;

3. The transfer of goods is legal.

Article 46. The obligation to ensure intellectual property rights for goods.

1. The seller is prohibited from selling goods that infringe on intellectual property rights. The seller shall be liable in the event of any dispute related to intellectual property rights concerning the goods sold.

2. If the buyer requires the seller to comply with technical drawings, designs, formulas, or detailed data provided by the buyer, the buyer shall be responsible for any claims related to intellectual property infringements arising from the seller's compliance with the buyer's requirements.

Article 47. Request notification

1. The seller loses the right to invoke the provisions of Clause 2, Article 46 of this Law if the seller fails to immediately notify the buyer of a third-party claim regarding the delivered goods after the seller has known or should have known about the claim, except in cases where the buyer has known or should have known about the third-party claim.

2. The buyer loses the right to invoke the provisions of Article 45 and Clause 1 of Article 46 of this Law if the buyer fails to immediately notify the seller of a third-party claim regarding the delivered goods after the buyer has known or should have known about the claim, except in cases where the seller has known or should have known about the third-party claim.

Article 48. The seller's obligations when the goods are the subject of a security measure for the performance of a civil obligation.

If the goods being sold are the subject of a security interest for the performance of a civil obligation, the seller must inform the buyer about the security interest and obtain the consent of the secured party before selling the goods.

Article 49. Goods warranty obligations

1. In cases where goods sold come with a warranty, the seller is responsible for providing warranty service for those goods according to the agreed terms and duration.

2. The seller must fulfill its warranty obligations within the shortest time frame permitted by the actual circumstances.

3. The seller shall bear all warranty costs, unless otherwise agreed.

Article 50. checkout

1. The buyer is obligated to pay for the goods and receive them as agreed.

2. The buyer must comply with the payment methods and make payments in the agreed-upon order and procedures, as well as in accordance with the law.

3. The buyer is still liable for payment in the event of loss or damage to the goods after the risk has transferred from the seller to the buyer, except in cases where the loss or damage is caused by the seller's fault.

Article 51. Stopping payment for purchases

Unless otherwise agreed, the suspension of payment for goods purchased is governed by the following:

1. If the buyer has evidence of fraudulent conduct by the seller, they have the right to temporarily suspend payment;

2. If the buyer has evidence that the goods are the subject of a dispute, they have the right to temporarily suspend payment until the dispute has been resolved;

3. If the buyer has evidence that the seller has delivered goods that do not conform to the contract, the buyer has the right to temporarily suspend payment until the seller has rectified the non-conformity;

4. In cases where payment is temporarily suspended as stipulated in Clauses 2 and 3 of this Article, and the evidence provided by the buyer is not authentic, causing damage to the seller, the buyer shall compensate for such damage and be subject to other penalties as prescribed by this Law.

Article 52. Valuation

In the absence of an agreement on the price of goods, an agreement on the method of determining the price, and no other indication of the price, the price of the goods shall be determined according to the price of similar goods under similar conditions regarding the method of delivery, the time of purchase and sale, the geographical market, the method of payment, and other conditions affecting the price.

Article 53. Determining price by weight

Unless otherwise agreed, if the price is determined by the weight of the goods, that weight is the net weight.

Article 54. Payment location

Unless otherwise agreed upon regarding a specific payment location, the buyer shall make payment to the seller at one of the following locations:

1. The seller's place of business is determined at the time of contract conclusion; if there is no place of business, then it is the seller's place of residence;

2. Place of delivery of goods or documents, if payment is made concurrently with the delivery of goods or documents.

Article 55. Payment terms

Unless otherwise agreed, the payment terms are as follows:

1. The buyer must pay the seller at the time the seller delivers the goods or the documents related to the goods;

2. The buyer is not obligated to pay until the goods have been inspected, in cases where such an agreement is made as stipulated in Article 44 of this Law.

Article 56. Receive

The buyer is obligated to receive the goods as agreed and to perform reasonable actions to assist the seller in delivering them.

Article 57. Risk transfer in cases where there is a defined delivery location.

Unless otherwise agreed, if the seller is obligated to deliver the goods to the buyer at a specific location, the risk of loss or damage to the goods is transferred to the buyer once the goods have been delivered to the buyer or a person authorized by the buyer to receive the goods at that location, even if the seller is authorized to retain documents establishing ownership of the goods.

Article 58. Transfer of risk in the absence of a defined delivery location.

Unless otherwise agreed, if the contract provides for the transportation of goods and the seller is not obligated to deliver the goods at a specific location, the risk of loss or damage to the goods is transferred to the buyer once the goods have been delivered to the first carrier.

Article 59. Transfer of risk in cases where goods are delivered to the consignee for delivery, rather than the carrier.

Unless otherwise agreed, if the goods are held by the consignee for delivery and not the carrier, the risk of loss or damage to the goods is transferred to the buyer in any of the following cases:

1. When the buyer receives the documents of ownership of the goods;

2. When the recipient of the goods confirms the buyer's right of possession of the goods.

Article 60. Transfer of risk in the case of buying and selling goods while they are in transit.

Unless otherwise agreed, if the subject matter of the contract is goods in transit, the risk of loss or damage to the goods is transferred to the buyer from the time the contract is concluded.

Article 61. Transferring risk in other cases

Unless otherwise agreed, the transfer of risk in other cases is governed as follows:

1. Unless otherwise stipulated in Articles 57, 58, 59, and 60 of this Law, the risk of loss or damage to the goods is transferred to the buyer from the moment the goods are at the buyer's disposal and the buyer breaches the contract by failing to accept the goods;

2. The risk of loss or damage to the goods is not transferred to the buyer if the goods are not clearly identified by markings, transport documents, not notified to the buyer, or not identified in any other way.

Article 62. Time of transfer of ownership of goods

Unless otherwise provided by law or agreed upon by the parties, ownership transfers from the seller to the buyer from the moment the goods are delivered.

SECTION 3. BUYING AND SELLING GOODS THROUGH COMMODITY EXCHANGES

Article 63. Trading commodities through the Commodity Exchange.

1. Trading goods through a commodity exchange is a commercial activity whereby parties agree to buy and sell a certain quantity of a specific commodity through the commodity exchange according to the standards of the commodity exchange, at a price agreed upon at the time of contract conclusion and with delivery time determined at a future date.

2. The government shall provide detailed regulations on the trading of goods through the Commodity Exchange.

Article 64. Contracts for the sale and purchase of goods through the Commodity Exchange

1. Contracts for the sale and purchase of goods through a commodity exchange include forward contracts and options contracts.

2. A forward contract is an agreement whereby the seller commits to deliver and the buyer commits to receive goods at a future time as specified in the contract.

3. An option contract is an agreement whereby the buyer of the option has the right to buy or sell a specified commodity at a predetermined price (called the strike price) and must pay a certain amount of money to purchase this right (called the option premium). The buyer of the option has the right to exercise or not exercise the right to buy or sell the commodity.

Article 65. Rights and obligations of the parties in a forward contract

1. If the seller fulfills the delivery obligation as per the contract, the buyer is obligated to receive the goods and make payment.

2. If the parties agree that the buyer may pay in cash and not take delivery of the goods, the buyer must pay the seller an amount equal to the difference between the agreed price in the contract and the market price published by the Commodity Exchange at the time the contract is executed.

3. If the parties agree that the seller may pay in cash without delivering the goods, the seller must pay the buyer an amount equal to the difference between the market price published by the Commodity Exchange at the time the contract is executed and the price agreed upon in the contract.

Article 66. Rights and obligations of the parties in an option contract

1. The buyer of a call or put option must pay the option premium to become the holder of the call or put option. The amount to be paid for the option is agreed upon by the parties.

2. The option holder has the right to purchase but is not obligated to purchase the goods agreed upon in the contract. If the option holder decides to exercise the contract, the seller is obligated to sell the goods to the option holder. If the seller does not have the goods to deliver, they must pay the option holder an amount equal to the difference between the agreed price in the contract and the market price published by the Commodity Exchange at the time the contract is exercised.

3. The holder of the put option has the right to sell but is not obligated to sell the goods specified in the contract. If the holder of the put option decides to exercise the contract, the buyer is obligated to purchase the goods from the holder of the put option. If the buyer does not purchase the goods, they must pay the holder of the put option an amount equal to the difference between the market price published by the Commodity Exchange at the time the contract is exercised and the price agreed upon in the contract.

4. If the party holding the call option or the party holding the put option decides not to exercise the contract within the contract's validity period, the contract automatically becomes invalid.

Article 67. Commodity exchange

1. The commodity exchange has the following functions:

a) Providing the necessary material and technical conditions for trading goods;

b) Managing trading activities;

c) List the specific prices formed in the trading market at each point in time.

2. The Government shall specify in detail the conditions for establishing a Commodity Exchange, the powers and responsibilities of the Commodity Exchange, and the approval of the Commodity Exchange's operating charter.

Article 68. Commodities traded on the Commodity Exchange

The list of commodities traded on the Commodity Exchange is determined by the Minister of Trade.

Article 69. Traders act as intermediaries in the buying and selling of goods through the Commodity Exchange.

1. Traders acting as brokers for the buying and selling of goods through the Commodity Exchange are only permitted to operate at the Commodity Exchange when they meet all the conditions stipulated by law. The Government shall specify in detail the operating conditions for traders acting as brokers for the buying and selling of goods through the Commodity Exchange.

2. Traders acting as brokers for the buying and selling of goods through the Commodity Exchange are only permitted to conduct brokerage activities for the buying and selling of goods through the Commodity Exchange and are not permitted to be a party to a contract for the buying and selling of goods through the Commodity Exchange.

3. Traders acting as brokers for the buying and selling of goods through the Commodity Exchange are obligated to deposit funds at the Commodity Exchange to guarantee the fulfillment of obligations arising during the course of their brokerage activities. The amount of the deposit is determined by the Commodity Exchange.

Article 70. Prohibited acts for commodity brokers operating through commodity exchanges.

1. Enticing customers to sign contracts by promising full or partial compensation for any damages incurred or guaranteeing profits for the customer.

2. Offering or brokering services without a contract with the client.

3. Using artificial pricing or other fraudulent methods when brokering deals for clients.

4. Refusing or unreasonably delaying the brokerage of contracts according to the terms agreed upon with the client.

5. Other prohibited acts as stipulated in Clause 2, Article 71 of this Law.

Article 71. Prohibited acts in the trading of goods through the Commodity Exchange

1. Employees of the Commodity Exchange are not permitted to broker or trade commodities through the Commodity Exchange.

2. Parties involved in the trading of goods through the Commodity Exchange are prohibited from engaging in the following actions:

a) Fraudulent or deceptive practices regarding the quantity of goods traded or tradable in forward contracts or options contracts, and fraudulent or deceptive practices regarding the actual price of the goods in forward contracts or options contracts;

b) Providing false information about transactions, markets, or prices of goods traded through the Commodity Exchange;

c) Using illegal means to disrupt the commodity market at the Commodity Exchange;

d) Other prohibited acts as prescribed by law.

Article 72. Implement emergency management measures.

1. An emergency is a situation where market disruptions occur, causing transactions through the commodity exchange to not accurately reflect the supply and demand relationship.

2. In case of emergency, the Minister of Commerce has the authority to take the following measures:

a) Temporarily suspend trading through the Commodity Exchange;

b) Restrict transactions to a specific price range or a certain quantity of goods;

c) Changes to the trading schedule;

d) Amend the operating regulations of the Commodity Exchange;

d) Other necessary measures as prescribed by the Government.

Article 73. The right to trade commodities through foreign commodity exchanges.

Vietnamese traders are entitled to conduct buying and selling of goods through commodity exchanges abroad, in accordance with government regulations.

Chapter III

SERVICE PROVISION

SECTION 1. GENERAL PROVISIONS FOR SERVICE PROVISION ACTIVITIES

Article 74. Service contract type

1. Service contracts can be expressed orally, in writing, or established through specific actions.

2. For service contracts that are legally required to be in writing, those regulations must be followed.

Article 75. The right of merchants to provide and use services.

1. Unless otherwise provided by law or an international treaty to which the Socialist Republic of Vietnam is a party, traders have the following rights to provide services:

a) Providing services for use by residents of Vietnam within the territory of Vietnam;

b) Providing services for use by non-residents of Vietnam within the territory of Vietnam;

c) Providing services for use by residents of Vietnam in foreign territories;

d) Providing services for use by non-residents of Vietnam in foreign territories.

2. Unless otherwise provided by law or an international treaty to which the Socialist Republic of Vietnam is a party, traders have the following rights to use the services:

a) Using services provided by residents of Vietnam within the territory of Vietnam;

b) Using services provided by non-residents of Vietnam within the territory of Vietnam;

c) Using services provided by residents of Vietnam in foreign territories;

d) Using services provided by non-residents of Vietnam in foreign territories.

3. The government specifies the categories of residents and non-residents for the purpose of implementing tax policies and managing exports and imports for various types of services.

Article 76. Prohibited services, restricted services, and services subject to conditional business operations.

1. Based on the socio-economic conditions of each period and international treaties to which the Socialist Republic of Vietnam is a party, the Government shall specify the list of services prohibited from business, services restricted from business, services subject to conditional business, and the conditions for conducting such business.

2. For services with restricted business activities or services subject to conditional business activities, the provision of services may only be carried out when the service and the parties involved in providing the service fully meet the conditions prescribed by law.

Article 77. Implement emergency measures regarding the provision or use of services.

Where necessary, to protect national security and other national interests in accordance with Vietnamese law and international treaties to which the Socialist Republic of Vietnam is a party, the Prime Minister may decide to apply emergency measures to the provision or use of services, including temporarily prohibiting the provision or use of one or more types of services or other emergency measures in one or more specific markets for a specified period.

SECTION 2. RIGHTS AND OBLIGATIONS OF THE PARTIES IN A SERVICE CONTRACT

Article 78. Obligations of the service provider

Unless otherwise agreed, the service provider has the following obligations:

1. To provide services and perform related tasks fully and in accordance with the agreement and the provisions of this Law;

2. Safeguard and return to the client the documents and equipment provided for the service after the work is completed;

3. Immediately notify the customer if the information or documents are incomplete, or if the means are not adequate to complete the service delivery;

4. Maintain confidentiality regarding information obtained during the provision of services, if agreed upon or required by law.

Article 79. The service provider's obligations based on the work results.

Unless otherwise agreed, if the nature of the service provided requires the service provider to achieve a certain outcome, the service provider must deliver the service with an outcome consistent with the terms and purposes of the contract. If the contract does not specify a standard outcome, the service provider must deliver the service with an outcome consistent with the standard for that type of service.

Article 80. The service provider's obligation to do their best and to the best of their ability.

Unless otherwise agreed, if the nature of the service provided requires the service provider to make the utmost effort to achieve the desired outcome, then the service provider must fulfill its obligation to provide that service with the utmost effort and capability.

Article 81. Collaboration between service providers

In cases where, by agreement or based on specific circumstances, a service is provided jointly or in coordination with other service providers, each service provider has the following obligations:

1. Exchange information with each other regarding the progress of work and their requirements related to the provision of services, and provide services at a suitable time and in a manner that does not hinder the operations of the other service provider;

2. Conduct any necessary collaborative activities with other service providers.

Article 82. Service completion deadline

1. The service provider must complete the service within the timeframe agreed upon in the contract.

2. In the absence of an agreement on the timeframe for service completion, the service provider shall complete the service within a reasonable timeframe, taking into account all conditions and circumstances known to the service provider at the time of contract conclusion, including any specific customer needs related to the service completion time.

3. If a service can only be completed when the customer or another service provider meets certain conditions, then that service provider is not obligated to complete the service until those conditions are met.

Article 83. Customer requests relate to changes in the service delivery process.

1. During the provision of services, the service provider must comply with reasonable customer requests regarding changes in the service delivery process.

2. Unless otherwise agreed, the customer shall bear the reasonable costs of implementing their requested changes.

Article 84. Continuing to provide services after the service completion deadline has expired.

If the service delivery deadline has passed and the service is still not completed, and the customer does not object, the service provider must continue to provide the service as agreed and must compensate for any damages, if any.

Article 85. Customer obligations

Unless otherwise agreed, the customer has the following obligations:

1. Payment for services provided as agreed in the contract;

2. Provide timely plans, instructions, and other details to ensure that service delivery is carried out without delay or interruption;

3. Cooperate on all other necessary matters so that the supplier can provide the service appropriately;

4. In cases where a service is provided by multiple service providers or in coordination with other service providers, the customer is obligated to coordinate the activities of the service providers to avoid interfering with the work of any of the service providers.

Article 86. Service prices

In the absence of an agreement on service pricing, an agreement on the method of determining service pricing, and no other indications regarding service pricing, the service price shall be determined based on the price of that type of service under similar conditions concerning the method of supply, time of supply, geographical market, method of payment, and other conditions affecting service pricing.

Article 87. Payment terms

In the absence of an agreement and without any established payment practices between the parties, the payment deadline is the time when the service is completed.

Chapter IV

TRADE PROMOTION

SECTION 1. PROMOTIONS

Article 88. Promotion

1. Sales promotion is a commercial activity carried out by businesses to promote the buying and selling of goods and services by offering customers certain benefits.

2. Businesses conducting promotional activities are those that fall into one of the following categories:

a) Merchants directly promote the goods and services they sell;

b) Businesses providing promotional services conduct promotions for the goods and services of other businesses in accordance with agreements with those businesses.

Article 89. Business of promotional services

Promotional services are a commercial activity in which one business entity conducts promotions for the goods or services of another business entity based on a contract.

Article 90. Promotional services contract

Promotional service contracts must be in writing or in another form of equivalent legal validity.

Article 91. Promotional rights of merchants

1. Vietnamese businesses, branches of Vietnamese businesses, and branches of foreign businesses in Vietnam have the right to organize promotional activities themselves or hire businesses providing promotional services to carry out promotional activities on their behalf.

2. Representative offices of traders are not permitted to conduct promotions or hire other traders to carry out promotions in Vietnam for the traders they represent.

Article 92. Forms of promotion

1. Provide product samples or service samples for customers to try free of charge.

2. Giving away goods to customers or providing services free of charge.

3. Selling goods or providing services at a price lower than the previous selling price or service price, applied during the registered or announced promotional period. In cases where goods or services are subject to state price control, this type of promotion shall be carried out in accordance with government regulations.

4. Selling goods or providing services accompanied by purchase vouchers or service vouchers so that customers can enjoy one or more specific benefits.

5. Sales and service provision may include entry forms for customers to participate in a contest to select winners according to the announced rules and prizes.

6. Selling goods or providing services accompanied by participation in programs involving chance, where participation is linked to the purchase of goods or services and winning prizes is based on the participant's luck according to the announced rules and prizes.

7. Organize a customer loyalty program where customers are rewarded based on the quantity or value of goods and services purchased, in the form of customer cards, purchase receipts, or other forms.

8. Organizing cultural, artistic, entertainment programs and other events for customers for promotional purposes.

9. Other forms of promotional activities, if approved by the state management agency for trade.

Article 93. Goods and services are on promotion.

1. Goods and services subject to promotion are those goods and services for which businesses use promotional methods to boost sales and supply.

2. Goods and services offered as part of a promotion must be goods and services that are legally traded.

Article 94. Goods and services used for promotional purposes, promotional discount rates.

1. Goods and services used for promotional purposes are goods and services that businesses give away, reward, or provide free of charge to customers.

2. Goods and services used by businesses for promotional purposes may be goods and services that the business is already trading in, or other goods and services.

3. Goods and services used for promotional purposes must be goods and services that are legally traded.

4. The government shall specify the maximum limit on the value of goods and services used for promotional purposes, and the maximum discount rate for goods and services that businesses are allowed to offer in promotional activities.

Article 95. The right of businesses to conduct promotions.

1. Choose the form, time, location of the promotion, and the goods or services to be promoted.

2. Specify the specific benefits that customers are entitled to in accordance with Clause 4, Article 94 of this Law.

3. Hire a business specializing in promotional services to carry out the promotional activities for them.

4. Organize and implement promotional activities as stipulated in Article 92 of this Law.

Article 96. Obligations of merchants to conduct promotions

1. Fully comply with all procedures and regulations stipulated by law for implementing promotional activities.

2. Publicly announce the details of promotional activities to customers as prescribed in Article 97 of this Law.

3. Implement the announced promotional program and fulfill all commitments to customers.

4. For certain forms of promotion stipulated in Clause 6, Article 92 of this Law, businesses must allocate 50% of the announced prize value to the state budget in cases where there are no winners.

The Minister of Trade shall specify the particular forms of promotional activities that, under programs involving elements of chance, must comply with this regulation.

5. Comply with the agreements in the promotional service contract if the business conducting the promotion is a business engaged in promotional services.

Article 97. Information must be made public.

1. For all forms of promotion stipulated in Article 92 of this Law, the business conducting the promotion must publicly announce the following information:

a) Name of the promotional activity;

b) The selling price of goods, the price of promotional services, and related costs for delivering the promotional goods and services to customers;

c) Name, address, and telephone number of the business conducting the promotion;

d) Promotion period, start date, end date, and geographical area of ​​the promotion;

d) If the benefits of participating in the promotion are linked to specific conditions, the announcement must clearly state that the promotion is subject to conditions and the specific content of those conditions.

2. In addition to the information specified in Clause 1 of this Article, businesses must also publicly disclose the following information related to promotional activities:

a) The selling price of goods or the price of services offered to customers as part of the promotional activities stipulated in Clause 2, Article 92 of this Law;

b) An absolute value or percentage lower than the normal selling price of goods or services before the promotional period for the promotional forms specified in Clause 3, Article 92 of this Law;

c) The monetary value or specific benefits that customers receive from the voucher or service voucher; the sales location, service provider, and the types of goods and services that customers can receive from the voucher or service voucher for the promotional form stipulated in Clause 4, Article 92 of this Law;

d) Types of prizes and the value of each prize; rules for participating in promotional programs, and methods for selecting winners for promotional activities as stipulated in Clauses 5 and 6 of Article 92 of this Law;

d) Costs that customers must bear themselves for promotional activities as stipulated in Clauses 7 and 8 of Article 92 of this Law.

Article 98. Notification method

1. The notification of product promotions as stipulated in Article 97 of this Law shall be carried out in one of the following ways:

a) At the place of sale and where goods are displayed for sale;

b) On the goods or their packaging;

c) In any other way, but attached to the goods when the goods are sold.

2. The notification of service promotions as stipulated in Article 97 of this Law must be carried out in one of the following ways:

a) At the service delivery location;

b) Other methods, but these must be provided in conjunction with the service when the service is provided.

Article 99. Ensure the confidentiality of information regarding the program and promotional content.

In cases where a promotional program requires approval from a competent state authority, that authority must keep the program and its content confidential until the program is approved by the competent state authority.

Article 100. Prohibited acts in promotional activities

1. Promotions for goods and services prohibited from business; goods and services restricted from business; goods not yet permitted for circulation, and services not yet permitted for provision.

2. Using goods or services for promotional purposes that are prohibited from being traded; goods or services that are restricted from being traded; goods that are not yet permitted to be circulated; or services that are not yet permitted to be provided.

3. Promoting or using alcoholic beverages for promotional purposes to individuals under 18 years of age.

4. Promoting or using tobacco products or alcoholic beverages with an alcohol content of 30 degrees or higher in any form is prohibited.

5. Dishonest or misleading promotions about goods or services intended to deceive customers.

6. Promotional activities aimed at selling substandard goods that harm the environment, human health, and other public interests.

7. Promotional activities at schools, hospitals, offices of state agencies, political organizations, socio-political organizations, and people's armed forces units.

8. Promising gifts or rewards but failing to fulfill them or fulfilling them incorrectly.

9. Promotions aimed at unfair competition.

10. Conducting promotions where the value of goods or services used for promotion exceeds the maximum limit or reducing the price of goods or services being promoted beyond the maximum limit as stipulated in Clause 4, Article 94 of this Law.

Article 101. Register promotional activities and notify the state management agency for trade of the results of the promotion.

1. Before conducting promotional activities, businesses must register, and after the promotional activities end, businesses must notify the results to the state management agency for trade.

2. The government shall specify the procedures for registering promotional activities and notifying the results of promotional activities by businesses to the state management agency for trade.

SECTION 2. COMMERCIAL ADVERTISING

Article 102. Commercial advertising

Commercial advertising is a business promotion activity carried out by businesses to introduce their goods and services to customers.

Article 103. Commercial advertising rights

1. Vietnamese traders, branches of Vietnamese traders, and branches of foreign traders permitted to conduct commercial activities in Vietnam have the right to advertise their business activities, goods, and services, or to hire advertising service businesses to carry out commercial advertising for them.

2. Representative offices of businesses are not permitted to directly conduct commercial advertising activities. However, if authorized by the business, the representative office may sign contracts with businesses providing commercial advertising services to carry out advertising for the business it represents.

3. Foreign businesses wishing to advertise their goods and services in Vietnam must hire Vietnamese businesses providing commercial advertising services to carry out the advertising.

Article 104. Commercial advertising services business

Commercial advertising services are the business activities of a company that provide commercial advertising services for other companies.

Article 105. Commercial advertising products

Commercial advertising products include information in the form of images, actions, sounds, voices, writing, symbols, colors, and light that contain commercial advertising content.

Article 106. Commercial advertising media

1. Commercial advertising media are tools used to introduce commercial advertising products.

2. Commercial advertising media include:

a) Mass media;

b) Means of communication;

c) Types of publications;

d) Boards, signs, banners, billboards, posters, fixed objects, vehicles or other movable objects;

d) Other commercial advertising media.

Article 107. Use commercial advertising media.

1. The use of commercial advertising media as stipulated in Article 106 of this Law must comply with the regulations of the competent state management agency.

2. The use of commercial advertising media must meet the following requirements:

a) Comply with legal regulations regarding press, publishing, information, cultural and sports activities, fairs, and exhibitions;

b) Comply with regulations regarding advertising locations, ensuring they do not negatively impact the landscape, environment, traffic safety, or social security;

c) Adherence to the prescribed levels, durations, and timings for each type of mass media.

Article 108. Protecting intellectual property rights for commercial advertising products.

Businesses have the right to register intellectual property protection for commercial advertising products in accordance with the law.

Article 109. Commercial advertisements are prohibited.

1. Advertisements that reveal state secrets, harm national independence, sovereignty, security, and social order and safety.

2. Advertisements that use advertising products or advertising media contrary to Vietnamese historical traditions, culture, ethics, customs and traditions, and contrary to the provisions of the law.

3. Advertising goods and services that the State prohibits, restricts, or prohibits advertising.

4. Advertising tobacco products, alcoholic beverages with an alcohol content of 30 degrees or higher, and products or goods that are not permitted to be circulated, or services that are not permitted to be provided in the Vietnamese market at the time of advertising.

5. Exploiting commercial advertising to cause harm to the interests of the State, organizations, and individuals.

6. Advertising by directly comparing one's own production and business activities of goods and services with the production and business activities of similar goods and services of other businesses.

7. False advertising regarding any of the following aspects: quantity, quality, price, uses, design, origin of goods, type, packaging, service method, warranty period of goods or services.

8. Advertising one's business activities using promotional materials that infringe on intellectual property rights; using images of other organizations or individuals for advertising without their consent.

9. Advertising that engages in unfair competition as defined by law.

Article 110. Commercial advertising service contract

Commercial advertising service contracts must be in writing or in another form of equivalent legal validity.

Article 111. Rights of the commercial advertising lessee

Unless otherwise agreed, commercial advertisers have the following rights:

1. Choosing the commercial advertising publisher, format, content, media, scope, and duration of the commercial advertisement;

2. Inspect and monitor the implementation of commercial advertising service contracts.

Article 112. Obligations of the commercial advertising lessee

Unless otherwise agreed, the commercial advertising lessee has the following obligations:

1. Provide the commercial advertising service provider with truthful and accurate information about the business activities of goods and commercial services, and be responsible for this information;

2. Payment of fees for commercial advertising services and other reasonable expenses.

Article 113. Rights of commercial advertising service providers

Unless otherwise agreed, the provider of commercial advertising services has the following rights:

1. Require the commercial advertising client to provide truthful, accurate advertising information in accordance with the terms of the contract;

2. Receive payment for commercial advertising services and other reasonable expenses.

Article 114. Obligations of the commercial advertising service provider

Unless otherwise agreed, the provider of commercial advertising services has the following obligations:

1. Implement the advertiser's choice regarding the commercial advertising publisher, format, content, medium, scope, and duration of the commercial advertisement;

2. Organize truthful and accurate advertising about business activities, goods, and commercial services based on the information provided by the advertiser;

3. Fulfill other obligations agreed upon in the commercial advertising service contract.

Article 115. Commercial advertising publisher

A commercial advertising publisher is someone who directly publishes commercial advertising products.

Article 116. Obligations of the commercial advertising publisher

The publisher of commercial advertisements has the following obligations:

1. Comply with the regulations on the use of commercial advertising media as stipulated in Article 107 of this Law;

2. Fulfill the advertising distribution contract concluded with the party hiring the advertising distribution service;

3. Fulfill other obligations as prescribed by law.

SECTION 3. DISPLAY AND INTRODUCTION OF GOODS AND SERVICES

Article 117. Display and introduce goods and services.

Displaying and showcasing goods and services is a trade promotion activity carried out by businesses using goods, services, and related materials to introduce those goods and services to customers.

Article 118. The right to display and introduce goods and services.

1. Vietnamese traders, branches of Vietnamese traders, and branches of foreign traders in Vietnam have the right to display and introduce goods and services; choose appropriate forms of display and introduction; organize themselves or hire traders providing goods and services display and introduction services to display and introduce their goods and services.

2. Representative offices of businesses are not permitted to directly display or introduce the goods and services of the business they represent, except for display and introduction at the representative office's headquarters. In cases where authorized by the business, the representative office has the right to sign contracts with businesses providing goods and services display and introduction services to carry out the display and introduction of goods and services for the business it represents.

3. Foreign traders who are not yet permitted to conduct commercial activities in Vietnam and wish to display and introduce their goods and services in Vietnam must hire Vietnamese traders specializing in goods and services display and introduction services to carry out these activities.

Article 119. Business of providing services for displaying and showcasing goods and services.

The business of providing services for displaying and introducing goods and services is a commercial activity in which one business provides services for displaying and introducing goods and services to another business.

Article 120. Forms of displaying and introducing goods and services.

1. Open a showroom to display and showcase goods and services.

2. Displaying and introducing goods and services at shopping malls or in entertainment, sports, cultural, and artistic activities.

3. Organizing conferences and seminars that include displays and presentations of goods and services.

4. Displaying and promoting goods and services on the Internet and other forms as prescribed by law.

Article 121. Conditions for goods and services displayed and presented.

1. Goods and services displayed and introduced must be those legally traded on the market.

2. Goods and services displayed or presented must comply with legal regulations regarding product quality and labeling.

Article 122. Conditions for goods imported into Vietnam for display and exhibition.

Goods imported into Vietnam for display and presentation in Vietnam, in addition to meeting the conditions stipulated in Article 121 of this Law, must also meet the following conditions:

1. These are goods permitted to be imported into Vietnam;

2. Goods temporarily imported for display and presentation must be re-exported after the display and presentation ends, but no later than six months from the date of temporary import; if the above period is exceeded, an extension procedure must be carried out at the customs office where the goods were temporarily imported;

3. Goods temporarily imported for display and presentation purposes, if consumed in Vietnam, must comply with Vietnamese laws and regulations applicable to imported goods.

Article 123. Cases where displaying or promoting goods and services is prohibited.

1. Organizing or displaying goods and services, or using forms or means of displaying or displaying goods and services that harm national security, public order and safety, landscape, environment, or human health.

2. Displaying or introducing goods or services, or using forms or means of display or introduction that are contrary to the historical traditions, culture, ethics, and customs of Vietnam.

3. Displaying or introducing goods or services in a way that reveals state secrets.

4. Displaying or introducing goods of other businesses for comparison with one's own goods, except in cases where the goods being compared are counterfeit or infringe intellectual property rights as stipulated by law.

5. Displaying or presenting product samples that do not match the goods being sold in terms of quality, price, function, design, type, packaging, warranty period, and other quality indicators, with the aim of deceiving customers.

Article 124. Contract for services related to displaying and showcasing goods and services.

Contracts for displaying and showcasing goods and services must be in writing or in another form with equivalent legal validity.

Article 125. Rights of the party hiring the service to display and introduce goods and services.

Unless otherwise agreed, the party hiring the service of displaying and showcasing goods and services has the following rights:

1. Require the service provider to display and introduce the goods and services as agreed in the contract;

2. Inspect and monitor the implementation of contracts for displaying and introducing goods and services.

Article 126. Obligations of the party hiring the service to display and introduce goods and services.

Unless otherwise agreed, the party hiring the service of displaying and showcasing goods and services has the following obligations:

1. Provide the service provider with all goods, services for display and presentation, or means as agreed upon in the contract;

2. Provide information about the goods and services displayed and presented, and be responsible for this information;

3. Payment of service fees and other reasonable expenses.

Article 127. The right of service providers to display and introduce goods and services.

Unless otherwise agreed, the service provider for displaying and showcasing goods and services has the following rights:

1. Require the service recipient to provide goods and services for display and presentation within the timeframe agreed upon in the contract;

2. Require the service hirer to provide information about the goods, services to be displayed and presented, and other necessary resources as agreed upon in the contract;

3. Receive service fees and other reasonable expenses.

Article 128. The obligations of the service provider in displaying and introducing goods and services.

Unless otherwise agreed, the provider of goods and services display and presentation services has the following obligations:

1. Display and introduce goods and services as agreed in the contract;

2. Preserve the goods, documents, and equipment provided for display and presentation during the contract period; upon completion of the display and presentation of goods and services, return all goods, documents, and equipment used for display and presentation to the service hirer.

3. Display and introduce goods and services according to the terms agreed upon with the party hiring the goods and services display and introduction service.

SECTION 4. TRADE FAIRS AND EXHIBITIONS

Article 129. Trade fairs and exhibitions

Trade fairs and exhibitions are trade promotion activities carried out in a concentrated manner over a specific period and at a specific location, where businesses display and introduce goods and services with the aim of promoting and seeking opportunities to conclude contracts for the sale of goods and services.

Article 130. Business of providing services for trade fairs and exhibitions.

1. The business of providing trade fair and exhibition services is a commercial activity whereby a business entity providing this service offers the service of organizing or participating in trade fairs and exhibitions to other businesses in exchange for a fee for organizing the trade fair or exhibition.

2. Service contracts for organizing or participating in trade fairs and exhibitions must be in writing or in another form with equivalent legal validity.

Article 131. The right to organize and participate in trade fairs and exhibitions.

1. Vietnamese traders, branches of Vietnamese traders, and branches of foreign traders in Vietnam have the right to directly organize and participate in trade fairs and exhibitions for the goods and services they trade, or to hire traders specializing in trade fair and exhibition services to do so.

2. Representative offices of businesses are not permitted to directly organize or participate in trade fairs and exhibitions. However, if authorized by the business, the representative office may sign contracts with businesses providing trade fair and exhibition services to organize or participate in trade fairs and exhibitions on behalf of the business it represents.

3. Foreign businesses have the right to directly participate in or hire Vietnamese businesses providing trade fair and exhibition services to represent them in trade fairs and exhibitions in Vietnam. If they wish to organize a trade fair or exhibition in Vietnam, foreign businesses must hire a Vietnamese business providing trade fair and exhibition services to do so.

Article 132. Organizing trade fairs and exhibitions in Vietnam.

1. Trade fairs and exhibitions organized in Vietnam must be registered and confirmed in writing by the state management agency for trade of the province or centrally-administered city where the trade fair or exhibition is held.

2. The Government shall specify the procedures, content of registration and confirmation for organizing trade fairs and exhibitions in Vietnam as stipulated in Clause 1 of this Article.

Article 133. Organizing and participating in trade fairs and exhibitions abroad.

1. Traders who do not engage in trade fair and exhibition services but directly organize or participate in trade fairs and exhibitions abroad for goods and services they trade must comply with regulations on goods export.

2. Businesses providing trade fair and exhibition services must register with the Ministry of Trade when organizing participation in trade fairs and exhibitions for other businesses.

3. Businesses that are not registered to provide trade fair and exhibition services are not allowed to organize participation in overseas trade fairs and exhibitions for other businesses.

4. The Government shall specify the procedures, formalities, and content for registering to organize or participate in trade fairs and exhibitions abroad as stipulated in Clauses 1 and 2 of this Article.

Article 134. Goods and services displayed and showcased at trade fairs and exhibitions in Vietnam.

1. Goods and services not permitted to participate in trade fairs and exhibitions include:

a) Goods and services that are prohibited from being traded, restricted from being traded, or not yet permitted to circulate according to the law;

b) Goods and services supplied by foreign traders that are prohibited from import according to the provisions of the law;

c) Counterfeit goods and goods infringing intellectual property rights, except when displayed or presented for comparison with genuine goods.

2. In addition to complying with the regulations on trade fairs and exhibitions of this Law, goods and services subject to specialized management must comply with the specialized management regulations for those goods and services.

3. Goods temporarily imported for participation in trade fairs and exhibitions in Vietnam must be re-exported within thirty days from the date of the end of the trade fair or exhibition.

4. The temporary import and re-export of goods participating in trade fairs and exhibitions in Vietnam must comply with customs regulations and other relevant laws.

Article 135. Goods and services participating in trade fairs and exhibitions abroad.

1. All types of goods and services are eligible to participate in trade fairs and exhibitions abroad, except for goods and services prohibited from export according to the law.

2. Goods and services subject to export restrictions may only participate in trade fairs and exhibitions abroad with the approval of the Prime Minister.

3. The temporary export period for goods intended for participation in trade fairs and exhibitions abroad is one year from the date of temporary export; if the goods are not re-imported within the aforementioned period, they will be subject to taxes and other financial obligations as stipulated by Vietnamese law.

4. The temporary export and re-import of goods for participation in trade fairs and exhibitions abroad must comply with customs regulations and other relevant laws.

Article 136. Selling, giving away goods, and providing services at trade fairs and exhibitions in Vietnam.

1. Goods and services displayed and presented at trade fairs and exhibitions in Vietnam are permitted to be sold, given away, or supplied at the trade fairs and exhibitions; imported goods must be registered with customs, except as stipulated in Clause 2 of this Article.

2. Goods subject to import licensing by competent state authorities may only be sold or given away after written approval from the competent state authority.

3. The sale or giving away of goods at trade fairs and exhibitions as stipulated in Clause 2, Article 134 of this Law must comply with the regulations on specialized import management for those goods.

4. Goods sold, given away, and services provided at trade fairs and exhibitions in Vietnam are subject to taxes and other financial obligations as prescribed by law.

Article 137. Selling, giving away goods, and providing services from Vietnam at trade fairs and exhibitions abroad.

1. Vietnamese goods and services participating in trade fairs and exhibitions abroad are permitted to be sold, given away, or supplied at the fairs and exhibitions, except as stipulated in Clauses 2 and 3 of this Article.

2. The sale or gifting of goods that are prohibited from export but have been temporarily exported to participate in trade fairs and exhibitions abroad may only be carried out after obtaining the approval of the Prime Minister.

3. Goods subject to export licensing by competent state authorities may only be sold or given away after written approval from the competent state authority.

4. Vietnamese goods and services participating in trade fairs and exhibitions abroad that are sold, given away, or supplied abroad are subject to taxes and other financial obligations as prescribed by law.

Article 138. Rights and obligations of organizations and individuals participating in trade fairs and exhibitions in Vietnam.

1. To fulfill the rights and obligations as agreed upon with the business entity organizing the trade fair or exhibition.

2. Selling or giving away goods, or providing services displayed or introduced at trade fairs and exhibitions in accordance with the law.

3. It is permitted to temporarily import and re-export goods and documents related to goods and services for display at trade fairs and exhibitions.

4. Comply with regulations regarding the organization of trade fairs and exhibitions in Vietnam.

Article 139. Rights and obligations of businesses organizing and participating in trade fairs and exhibitions abroad.

1. It is permitted to temporarily export and re-import goods and related documents for display and presentation at trade fairs and exhibitions.

2. Regulations regarding the organization and participation in overseas trade fairs and exhibitions must be complied with.

3. Goods displayed or introduced at trade fairs and exhibitions abroad may be sold or given away; taxes and other financial obligations must be paid in accordance with Vietnamese law.

Article 140. Rights and obligations of businesses providing trade fair and exhibition services.

1. The theme and schedule of the trade fair or exhibition must be posted at the venue before the opening day of the trade fair or exhibition.

2. Require the service-hiring party to provide goods for participation in trade fairs and exhibitions within the timeframe agreed upon in the contract.

3. Require the service-seeking party to provide information about goods and services for participation in trade fairs and exhibitions, and other necessary resources as agreed upon in the contract.

4. Receive service fees and other reasonable expenses.

5. Organize trade fairs and exhibitions as agreed in the contract.

Chapter V

COMMERCIAL INTERMEDIARY ACTIVITIES

SECTION 1. REPRESENTATION OF MERCHANTS

Article 141. Representing the merchants

1. Representation of a merchant is when a merchant receives authorization (called the agent) from another merchant (called the principal) to carry out commercial activities in the name and under the instructions of that merchant, and receives remuneration for the representation.

2. In cases where a business appoints one of its own representatives, the provisions of the Civil Code shall apply.

Article 142. Contract for representation of merchants

A contract for representation of a business must be in writing or in another form of equivalent legal validity.

Article 143. Scope of representation

The parties may agree that the agent is permitted to carry out part or all of the commercial activities within the scope of the principal's business.

Article 144. Term of representation for traders

1. The term of representation shall be agreed upon by the parties.

2. Unless otherwise agreed, the term of representation terminates when the principal notifies the agent of the termination of the representation contract, or when the agent notifies the principal of the termination of the contract.

3. Unless otherwise agreed, if the principal unilaterally notifies the termination of the agency contract as stipulated in Clause 2 of this Article, the agent has the right to demand that the principal pay a fee for the principal's involvement in concluding contracts with clients with whom the agent has transacted, and other fees that the agent would have been entitled to.

4. If the term of representation terminates as stipulated in Clause 2 of this Article at the request of the representative, the representative shall lose the right to receive remuneration for transactions that they would have been entitled to if the parties had not agreed otherwise.

Article 145. Obligations of the representative

Unless otherwise agreed, the representative has the following obligations:

1. Conducting commercial activities in the name and for the benefit of the principal;

2. Inform the principal about the opportunities and results of the authorized commercial activities;

3. Comply with the instructions of the principal if those instructions do not violate the law;

4. Commercial activities may not be conducted in one's own name or in the name of a third party within the scope of representation;

5. Agents shall not disclose or provide to others any secrets relating to the principal's commercial activities during the term of representation and for a period of two years from the termination of the representation contract;

6. Safeguard assets and documents entrusted for the purpose of carrying out representative activities.

Article 146. Obligations of the principal

Unless otherwise agreed, the principal has the following obligations:

1. Immediately notify the representative of the conclusion of contracts that the representative has entered into, the performance of contracts that the representative has concluded, and the acceptance or rejection of activities outside the scope of representation carried out by the representative;

2. Provide the necessary assets, documents, and information for the representative to carry out their representation activities;

3. Pay the representative's fees and other reasonable expenses;

4. Promptly notify the representative of the possibility of not being able to conclude or perform the contract within the scope of representation.

Article 147. Right to receive agency fees

1. The agent is entitled to remuneration for contracts concluded within the scope of their representation. The right to remuneration arises from the time agreed upon by the parties in the representation contract.

2. In the absence of an agreement, the remuneration for the representative shall be determined in accordance with the provisions of Article 86 of this Law.

Article 148. Payment of incurred expenses

Unless otherwise agreed, the representative has the right to claim reimbursement for reasonable expenses incurred in carrying out the representation activities.

Article 149. Retention rights

Unless otherwise agreed, the representative has the right to retain the assets and documents entrusted to them as collateral for payment of due fees and expenses.

SECTION 2. COMMERCIAL BROKERAGE

Article 150. Commercial broker

Commercial brokerage is a commercial activity in which a trader acts as an intermediary (referred to as the broker) for parties buying and selling goods or providing services (referred to as the brokered parties) in negotiating and concluding contracts for the purchase and sale of goods and services, and receives a fee according to the brokerage contract.

Article 151. Obligations of the commercial broker

Unless otherwise agreed, the commercial broker has the following obligations:

1. Safeguard the samples of goods and documents entrusted to them for the purpose of brokering, and return them to the brokered party after the completion of the brokerage;

2. Information that would harm the interests of the party being brokered must not be disclosed or provided.

3. Responsible for the legal standing of the parties being brokered, but not responsible for their ability to pay;

4. Not permitted to participate in the execution of contracts between the brokered parties, except with authorization from the brokered party.

Article 152. Obligations of the brokered party

Unless otherwise agreed, the brokered party has the following obligations:

1. Provide the necessary information, documents, and resources related to goods and services;

2. Pay the brokerage fee and other reasonable expenses to the broker.

Article 153. Right to receive brokerage fees

1. Unless otherwise agreed, the right to receive brokerage fees arises from the moment the parties being brokered have signed a contract with each other.

2. In the absence of an agreement, the brokerage fee shall be determined in accordance with the provisions of Article 86 of this Law.

Article 154. Payment of fees incurred in connection with the brokerage service.

Unless otherwise agreed, the party being brokered must pay all reasonable expenses incurred in connection with the brokerage, even if the brokerage does not yield results for the party being brokered.

SECTION 3. TRUSTEE FOR BUYING AND SELLING GOODS

Article 155. Consignment for buying and selling goods

Consignment sales is a commercial activity whereby the consignee carries out the buying and selling of goods in their own name according to the conditions agreed upon with the consignor and receives a commission for the consignment.

Article 156. The trustee

The consignee is a merchant trading in goods compatible with the consigned goods and carrying out the buying and selling of goods according to the conditions agreed upon with the consignor.

Article 157. The trustee

The party commissioning the purchase and sale of goods is a merchant or non-merchant who entrusts the commissioned party with the task of buying and selling goods according to their requirements and must pay a commission.

Article 158. Goods on consignment

All legally circulating goods can be traded through consignment.

Article 159. Trust contract

A consignment contract for the purchase and sale of goods must be in writing or in another form with equivalent legal validity.

Article 160. Delegate to a third party

The trustee is not permitted to re-entrust the execution of the signed goods purchase and sale consignment contract to a third party, except with the written consent of the consignor.

Article 161. Accepting mandates from multiple parties.

The trustee may receive mandates for the purchase and sale of goods from multiple different trustees.

Article 162. Rights of the principal

Unless otherwise agreed, the principal has the following rights:

1. Require the entrusted party to provide full updates on the progress of the entrusted contract;

2. The trustee shall not be liable in the event that the trustee violates the law, except as provided in Clause 4 of Article 163 of this Law.

Article 163. Obligations of the principal

Unless otherwise agreed, the principal has the following obligations:

1. Provide the necessary information, documents, and resources for the execution of the entrustment contract;

2. Pay the trustee's commission and other reasonable expenses;

3. Payment and delivery of goods as agreed;

4. Joint liability in the event that the entrusted party violates the law due to causes attributable to the entrusting party or due to intentional violations of the law by either party.

Article 164. Rights of the trustee

Unless otherwise agreed, the trustee has the following rights:

1. Request the principal to provide the necessary information and documents for the execution of the entrustment contract;

2. Receive commission and other reasonable expenses;

3. We are not responsible for goods delivered as agreed to the consignor.

Article 165. Obligations of the trustee

Unless otherwise agreed, the trustee has the following obligations:

1. Conduct the buying and selling of goods according to the agreement;

2. Inform the principal about any issues related to the execution of the entrustment contract;

3. Carry out the instructions of the principal in accordance with the agreement;

4. Safeguard the assets and documents entrusted for the execution of the entrustment contract;

5. Maintain confidentiality regarding information related to the execution of the entrustment contract;

6. Payment and delivery of goods as agreed;

7. Jointly liable for the unlawful acts of the principal if the cause of such unlawful acts is partly due to their own fault.

SECTION 4. COMMERCIAL AGENTS

Article 166. Commercial agent

Agency is a commercial activity whereby the principal and the agent agree that the agent, acting in their own name, will buy and sell goods for the principal or provide the principal's services to customers in exchange for remuneration.

Article 167. Principal, agent

1. The principal is a business entity that entrusts goods to an agent for sale, or provides funds for the agent to purchase goods, or a business entity that authorizes the agent to provide services.

2. The agent is a business entity that receives goods to act as a sales agent, receives money to act as a purchasing agent, or is authorized to provide services.

Article 168. Agency contract

Agency agreements must be in writing or in another form of equivalent legal validity.

Article 169. Agency forms

1. A consignment agency is a form of agency where the agent undertakes the complete purchase and sale of a quantity of goods or the provision of a full range of services for the principal.

2. An exclusive agency is a form of agency where, within a specific geographical area, the principal only entrusts one agent with the purchase and sale of one or more specific goods or the provision of one or more specific types of services.

3. General agency for the sale of goods and provision of services is a form of agency where the agent organizes a system of subordinate agents to carry out the sale of goods and provision of services for the principal.

The general agent represents the entire network of subordinate agents. Subordinate agents operate under the management of the general agent and in the name of the general agent.

4. Other forms of agency as agreed upon by the parties.

Article 170. Ownership rights in a commercial agency

The principal is the owner of the goods or money entrusted to the agent.

Article 171. Agent commission

1. Unless otherwise agreed, the agent's fee shall be paid to the agent in the form of commission or price difference.

2. In cases where the principal sets the purchase price, selling price of goods, or price of services provided to customers, the agent is entitled to a commission calculated as a percentage of the purchase price, selling price of goods, or price of services.

3. In cases where the principal does not set the purchase price, selling price of goods, or service price for customers, but only sets the agency price for the agent, the agent is entitled to the price difference. The price difference is determined as the difference between the purchase price, selling price, or service price for customers and the price set by the principal for the agent.

4. In cases where the parties have not agreed on the agency fee, the fee shall be calculated as follows:

a) The actual amount of remuneration that the parties have been paid previously;

b) If point (a) of this clause is not applicable, the agency fee shall be the average fee applied to other agents for the same type of goods or services;

c) If points a and b of this clause are not applicable, the agency fee shall be the standard fee applied to similar goods and services in the market.

Article 172. Rights of the principal

Unless otherwise agreed, the principal has the following rights:

1. Setting the purchase price, selling price of goods, and the price of agency services provided to customers;

2. Set the price for the dealer;

3. Require the agent to provide security measures as prescribed by law;

4. Request the agent to make payment or deliver goods as per the agency agreement;

5. Inspect and monitor the agent's performance of the contract.

Article 173. Obligations of the principal

Unless otherwise agreed, the principal has the following obligations:

1. To guide, provide information, and facilitate the agent in fulfilling the agency contract;

2. Be responsible for the quality of goods sold by the sales agent and the quality of services provided by the service provider;

3. Pay the agent's fees and other reasonable expenses;

4. Return to the agent any assets of the agent used as collateral (if any) upon termination of the agency contract;

5. The agent shall be jointly liable for the agent's unlawful acts if the cause of such unlawful acts is partly due to the agent's fault.

Article 174. Rights of the agent

Unless otherwise agreed by the parties, the agent has the following rights:

1. Entering into agency contracts with one or more principals, except as provided in Clause 7 of Article 175 of this Law;

2. Request the principal to deliver the goods or payment as per the agency agreement; receive back any assets used as collateral (if any) upon termination of the agency agreement;

3. Request the principal to provide guidance, information, and other relevant conditions for the implementation of the agency contract;

4. Determining the selling price of goods and services to customers for the agency under a distribution agreement;

5. To receive remuneration, rights, and other legitimate benefits arising from the agency activities.

Article 175. Responsibilities of the agent

Unless otherwise agreed, the agent has the following obligations:

1. Buying and selling goods, providing services to customers at the prices of goods and services set by the principal;

2. Strictly adhere to agreements regarding the delivery and receipt of money and goods with the consignor;

3. Implement measures to ensure the fulfillment of civil obligations as prescribed by law;

4. Payment to the principal for sales revenue (for sales agents); payment for purchased goods (for purchasing agents); and payment for services provided (for service providers).

5. Responsible for storing goods after receipt (for sales agents) or before delivery (for purchasing agents); jointly liable for the quality of goods sold by sales agents and the quality of services provided by service providers in case of errors caused by their own actions;

6. Subject to inspection and supervision by the principal and report on the agency's operations to the principal;

7. If the law specifically stipulates that the agent may only enter into an agency contract with one principal for a particular type of goods or services, then the agent must comply with that legal provision.

Article 176. Payment at the dealership

Unless otherwise agreed, payment for goods, services, and agency fees shall be made in installments after the agent has completed the purchase or sale of a certain quantity of goods or the provision of a certain quantity of services.

Article 177. Agency term

1. Unless otherwise agreed, the agency agreement shall terminate after a reasonable period, but not sooner than sixty days from the date on which either party notifies the other party in writing of the termination of the agency agreement.

2. Unless otherwise agreed, if the principal notifies the agent of the termination of the contract as stipulated in Clause 1 of this Article, the agent has the right to demand compensation from the principal for the period during which the agent acted as the principal's agent.

The compensation amount is equal to one month's average agency fee during the agency period for each year that the agent acts as the principal's agent. If the agency period is less than one year, the compensation is calculated as one month's average agency fee during the agency period.

3. If the agency contract is terminated at the request of the agent, the agent is not entitled to claim compensation from the principal for the period during which they acted as the principal's agent.

Chapter VI

SOME OTHER SPECIFIC COMMERCIAL ACTIVITIES

SECTION 1. PROCESSING IN COMMERCIAL WORKS

Article 178. Processing in commerce

In commercial processing, outsourcing is a commercial activity in which the outsourcing party uses part or all of the raw materials and supplies of the outsourcing party to perform one or more stages in the production process according to the requirements of the outsourcing party in exchange for remuneration.

Article 179. Outsourcing contract

The processing contract must be in writing or in another form of equivalent legal validity.

Article 180. Processed goods

1. All types of goods can be processed, except for goods that are prohibited from being traded.

2. In the case of processing goods for foreign traders for consumption abroad, goods that are prohibited from trading, exporting, or importing may be processed if permitted by the competent state authority.

Article 181. Rights and obligations of the outsourcing party

1. Deliver part or all of the raw materials and processing materials in accordance with the processing contract, or provide money to purchase materials according to the agreed quantity, quality, and price.

2. Receive back all processed products, leased or loaned machinery and equipment, raw materials, auxiliary materials, supplies, and scrap materials after the processing contract is terminated, unless otherwise agreed.

3. Selling, destroying, or giving away on-site processed products, leased or loaned machinery and equipment, surplus raw materials, auxiliary materials, supplies, waste products, and scrap materials in accordance with agreements and in compliance with legal regulations.

4. Appoint a representative to inspect and supervise the processing at the processing site, and assign experts to provide technical guidance on production and inspect the quality of the processed products as agreed in the processing contract.

5. Be responsible for the legality of intellectual property rights of processed goods, raw materials, materials, machinery, and equipment used for processing and transferred to the processing party.

Article 182. Rights and obligations of the processing party

1. Supplying part or all of the raw materials and supplies for processing in accordance with the agreement with the client regarding quantity, quality, technical standards, and price.

2. Receive payment for services rendered and other reasonable expenses.

3. In the case of processing for foreign organizations or individuals, the processing party may export the processed products, leased or borrowed machinery and equipment, surplus raw materials, auxiliary materials, supplies, waste products, and scrap materials on-site, as authorized by the ordering party.

4. In the case of receiving processing orders from foreign organizations or individuals, the processing party is exempt from import tax on machinery, equipment, raw materials, auxiliary materials, and supplies temporarily imported according to the quotas for the execution of the processing contract as prescribed by tax laws.

5. Be responsible for the legality of the goods processing activities in cases where the processed goods are subject to prohibitions on business, export, or import.

Article 183. Processing fees

1. The party receiving the processing services may receive processing fees in cash or in the form of processed products, machinery, or equipment used for processing.

2. In the case of processing goods for foreign organizations or individuals, if the processing party receives processing fees in the form of processed products, machinery, or equipment used for processing, they must comply with the import regulations for those products, machinery, and equipment.

Article 184. Technology transfer in processing with foreign organizations and individuals.

Technology transfer in processing with foreign organizations or individuals is carried out according to the agreement in the processing contract and must comply with the regulations of Vietnamese law on technology transfer.

SECTION 2. AUCTION OF GOODS

Article 185. Auction of goods

1. Auctioning goods is a commercial activity in which the seller, either personally or through a hired auction organizer, publicly sells goods to select the buyer who offers the highest price.

2. The auction of goods shall be conducted using one of the following two methods:

a) The ascending bid method is an auction method in which the person who bids the highest price above the starting price has the right to purchase the goods;

b) The descending price method is an auction method whereby the first person to immediately accept the starting price or a price lower than the starting price has the right to purchase the goods.

Article 186. Auction organizer, seller

1. The auction organizer is a business entity registered to conduct auction services, or the seller of the goods in the case where the seller organizes the auction themselves.

2. A seller is the owner of the goods, a person authorized by the owner to sell the goods, or a person legally entitled to sell the goods of another person.

Article 187. Auction participants, auctioneer

1. Participants in the goods auction are organizations and individuals who register to participate in the auction.

2. The auctioneer is the person organizing the auction or a person authorized by the auction organizer to conduct the auction.

Article 188. Auction principles

Auctioning goods in commerce must be conducted according to the principles of transparency and honesty, ensuring the legitimate rights and interests of all participating parties.

Article 189. Rights of the auction organizer

Unless otherwise agreed, the auction organizer has the following rights:

1. Require the seller to provide complete, accurate, and timely information related to the auctioned goods, facilitating the auction organizer or participants in inspecting the auctioned goods and delivering the auctioned goods to the buyer in cases where the auction organizer is not the auction seller;

2. Determine the starting price in cases where the auction organizer is the seller of the auctioned goods or is authorized by the seller;

3. Organize the auction;

4. Request the buyer to make the payment;

5. Receive auction service fees paid by the seller as stipulated in Article 211 of this Law.

Article 190. Responsibilities of the auction organizer

1. Conduct auctions of goods in accordance with the principles and procedures prescribed by law and according to the auction method agreed upon with the seller.

2. Publicly announce and post complete and accurate information regarding the goods being auctioned.

3. Safeguard the auctioned goods when entrusted to your care by the seller.

4. Display goods, samples of goods, or promotional materials about the goods for auction participants to review.

5. Prepare a document for the auction of goods and send it to the seller, the buyer, and other relevant parties as stipulated in Article 203 of this Law.

6. Deliver the auctioned goods to the buyer in accordance with the contract for organizing the goods auction service.

7. Procedures for transferring ownership of auctioned goods must be completed in accordance with the law, unless otherwise agreed upon with the seller.

8. Pay the seller the money for the goods sold, including any difference received from bidders who withdraw their bids as stipulated in Clause 3, Article 204 of this Law, or return any unsold goods to the seller as agreed. If there is no agreement, payment to the seller must be made no later than three working days after receiving payment from the buyer, or the goods must be returned immediately within a reasonable time after the auction.

Article 191. The seller's rights do not apply to the auction organizer.

Unless otherwise agreed, the seller has the following rights:

1. Receive payment for goods sold at auction and the difference obtained in the case stipulated in Clause 3, Article 204 of this Law, or receive back the goods in the case of an unsuccessful auction;

2. Supervise the organization of goods auctions.

Article 192. The seller's responsibility does not lie with the auction organizer.

Unless otherwise agreed, the seller has the following obligations:

1. Deliver the goods to the auction organizer, facilitate the auction organizer and participants in inspecting the goods, and provide complete, accurate, and timely information related to the auctioned goods;

2. Payment of auction organization service fees as prescribed in Article 211 of this Law.

Article 193. Contract for auction services

1. Contracts for auction services must be in writing or in another form with equivalent legal validity.

2. If the goods being auctioned are subject to pledge or mortgage, the auction service contract must be agreed upon by the pledgee or mortgagee, and the seller must inform the auction participants that the goods are subject to pledge or mortgage.

3. In cases where the pledge or mortgage contract includes an agreement for auction sale, and the pledgor or mortgagor is absent without justifiable reason or refuses to enter into the auction service contract, the auction service contract shall be concluded between the pledgee or mortgagee and the auction organizer.

Article 194. Determine the starting price.

1. The seller must determine the starting price. If the auction organizer is authorized to determine the starting price, they must notify the seller before listing the auction.

2. In cases where the goods being auctioned are the subject of a pledge or mortgage, the pledgee or mortgagee must agree with the pledgor or mortgagor to determine the starting price.

3. In cases where the pledge or mortgage contract includes an agreement for auction sale, and the pledgor or mortgagor is absent without justifiable reason or refuses to enter into a contract for auction services, the starting price shall be determined by the pledgee or mortgagee.

Article 195. Notify the person with rights and obligations related to the goods that are the subject of the pledge or mortgage.

In cases where goods are subject to pledge or mortgage, simultaneously with the listing for auction, the auction organizer must notify those with related rights and obligations at least seven working days before conducting the auction, as stipulated in Article 197 of this Law.

Article 196. Deadline for notifying and listing goods for auction.

1. At least seven working days before conducting the auction of goods, the auction organizer must post notice of the auction at the auction venue, the goods display area, and the headquarters of the auction organizer, as prescribed in Article 197 of this Law.

2. If the auction organizer is the seller of the goods, the seller shall determine the duration of the auction notice.

Article 197. Content of the notice and listing for the auction of goods.

The notice and listing for the auction of goods must include the following information:

1. Time and location of the auction;

2. Name and address of the auction organizer;

3. Name and address of the seller;

4. List of goods, quantity, and quality of goods;

5. Starting price;

6. Necessary information related to the goods;

7. Location and time for displaying goods;

8. Location and time for reviewing goods documents;

9. Location and time for registering to purchase goods.

Article 198. Those who are not allowed to participate in the auction.

1. Persons lacking legal capacity, persons who have lost their legal capacity, persons whose legal capacity is limited as stipulated in the Civil Code, or persons who, at the time of the auction, are unable to understand or control their own actions.

2. Persons working in organizations that conduct auctions; their parents, spouses, and children.

3. The person who directly carried out the inspection of the goods sold at auction; their parents, spouse, and children.

4. Individuals who are not entitled to purchase auctioned goods according to the law.

Article 199. Register to participate in the auction.

1. The auction organizer may require prospective bidders to register before the auction takes place.

2. The auction organizer may require bidders to deposit a security deposit, but not exceeding 2% of the starting price of the goods being auctioned.

3. If a participant in the auction successfully purchases the auctioned goods, the deposit will be deducted from the purchase price. If the participant does not purchase the goods, the deposit will be returned to the person who paid it immediately after the auction ends.

4. If a bidder has paid a deposit but then fails to attend the auction, the auction organizer has the right to reclaim the deposit.

Article 200. Displaying goods for auction.

Goods, samples, promotional materials, and other necessary information about those goods must be displayed at the location announced from the date of listing.

Article 201. Conduct the auction.

The auction was conducted in the following order:

1. The auctioneer calls out the names of those who have registered to participate in the auction of goods;

2. The auctioneer introduces each item for auction, reiterates the starting price, answers questions from auction participants, and requests participants to place bids;

3. For the ascending bid method, the auctioneer must clearly and accurately repeat the last bid that was higher than the previous bid at least three times, with each repetition separated by at least thirty seconds. The auctioneer may only announce the buyer of the auctioned goods if, after three repetitions of that bid, no one bids higher;

4. For the descending bid method, the auctioneer must clearly and precisely repeat each bid price that is lowered below the starting price at least three times, with each repetition separated by at least thirty seconds. The auctioneer must immediately announce that the first person to accept the starting price or the price lowered below the starting price is entitled to purchase the auctioned goods;

5. If multiple people simultaneously submit the final bid for the ascending bid method or the first bid for the descending bid method, the auctioneer must organize a draw among those people and announce the winner of the draw as the buyer of the auctioned goods;

6. The auctioneer must prepare a written record of the auction sale of goods immediately at the auction, even if the auction is unsuccessful. The auction record must clearly state the auction results and be signed by the auctioneer, the buyer, and two witnesses from among the auction participants; for goods auctioned that require notarization by a state notary as prescribed by law, the auction record must also be notarized.

Article 202. The auction was unsuccessful.

The auction is considered unsuccessful in the following cases:

1. No one participated in the auction or placed a bid;

2. The highest price paid was lower than the starting price in the ascending bid method.

Article 203. Auction document for goods

1. The goods auction document is a document confirming the sale. The goods auction document must contain the following information:

a) Name and address of the auction organizer;

b) Name and address of the auctioneer;

c) Name and address of the seller;

d) Name and address of the buyer;

d) Time and location of the auction;

e) Goods sold at auction;

g) Selling price;

h) Names and addresses of the two witnesses.

2. The auction notice must be sent to the seller, the buyer, and other relevant parties.

3. In case the auction is unsuccessful, the auction document must clearly state that the auction was unsuccessful and must include the contents specified in points a, b, c, d, e, and h of Clause 1 of this Article.

Article 204. Withdraw the price paid.

1. In an auction using the ascending bid method, if the highest bidder immediately withdraws their bid, the auction continues from the next highest bidder's price. In an auction using the descending bid method, if the first person to accept a price immediately withdraws their acceptance, the auction continues from the next highest bid.

2. A person who withdraws their bid or withdraws their acceptance of the bid is not allowed to continue participating in the auction.

3. If the selling price of the goods is lower than the price at which a bidder withdrew their offer (in the ascending bid method) or the price at which a bidder withdrew their acceptance (in the descending bid method), that bidder must pay the difference to the auction organizer. If the goods are sold at a higher price, the withdrawing bidder is not entitled to that difference.

4. If the auction is unsuccessful, the person who withdraws their bid must bear the costs of the auction and will not be refunded their deposit.

Article 205. Refuse to buy

1. Unless otherwise agreed, after the auction is declared closed, the buyer is bound by their responsibility; if the buyer subsequently refuses to purchase the goods, this must be approved by the seller, but the buyer must bear all costs associated with organizing the auction.

2. If a buyer who has paid a deposit for goods auctioned off refuses to purchase them, the deposit will not be refunded. The deposit will belong to the seller.

Article 206. Register ownership

1. The auction document serves as the basis for transferring ownership of auctioned goods that, according to the law, require registration of ownership.

2. Based on the auction document and other valid papers, the competent state agency is responsible for registering the ownership of the goods for the buyer in accordance with the law.

3. The seller and the auction organizer are obligated to complete the procedures for transferring ownership of the goods to the buyer. The costs of these procedures will be deducted from the sale price, unless otherwise agreed upon.

Article 207. Time of payment for goods

The time of payment for the goods is agreed upon by the auction organizer and the buyer; if there is no agreement, the time of payment for the goods is the time stipulated in Article 55 of this Law.

Article 208. Location for payment of goods purchased

The location for payment for goods purchased is agreed upon by the auction organizer and the buyer; if there is no agreement, the payment location is the business premises of the auction organizer.

Article 209. Deadline for delivery of auctioned goods

Unless otherwise agreed between the auction organizer and the buyer, the delivery deadline for auctioned goods is stipulated as follows:

1. For goods that do not require registration of ownership, the auction organizer must immediately deliver the goods to the buyer after the auction sale document is drawn up;

2. For goods with registered ownership rights, the auction organizer must immediately proceed with the procedures for transferring ownership and deliver the goods to the buyer immediately after the transfer of ownership is completed.

Article 210. Location for delivery of auctioned goods

1. In the case of goods that are attached to the land, the place of delivery is where the goods are located.

2. In the case of movable property, the delivery location is the auction venue, unless the auction organizer and the buyer agree otherwise.

Article 211. Fees for auction services

In the absence of an agreement on the fee for auction services, the fee shall be determined as follows:

1. In the event of a successful auction, the auction service fee shall be determined in accordance with Article 86 of this Law;

2. If the auction is unsuccessful, the seller must pay a fee equal to 50% of the fee stipulated in Clause 1 of this Article.

Article 212. Costs associated with auctioning goods.

Unless otherwise agreed between the seller and the auction organizer, the costs associated with the auction of goods are determined as follows:

1. The seller shall bear the cost of transporting the goods to the agreed location and the cost of storing the goods if they do not deliver the goods to the auction organizer for safekeeping;

2. The auction organizer shall bear the costs of storing the delivered goods, the costs of listing, notification, organizing the auction, and other related expenses.

Article 213. Responsibility for goods sold at auction that do not conform to the notice or listing.

1. Within the time limit stipulated in Article 318 of this Law, the buyer has the right to return the goods to the auction organizer and claim compensation for damages if the auctioned goods do not conform to the notice or listing.

2. If the auction organizer as stipulated in Clause 1 of this Article is not the seller and the inappropriate content of the notice or listing is due to the seller's fault, the auction organizer has the right to return the goods and demand compensation from the seller for damages.

SECTION 3. BIDDING FOR GOODS AND SERVICES

Article 214. Bidding for goods and services

1. Bidding for goods and services is a commercial activity in which one party purchases goods and services through a tender process (referred to as the inviting party) in order to select from among the businesses participating in the tender (referred to as the bidders) the business that best meets the requirements set by the inviting party and is selected to sign and execute the contract (referred to as the winning bidder).

2. The bidding regulations in this Law do not apply to public procurement bidding as prescribed by law.

Article 215. Bidding method

1. Bidding for goods and services shall be conducted in one of the following two forms:

a) Open bidding is a form of bidding in which the inviting party does not restrict the number of bidders;

b) Restricted bidding is a form of bidding where the procuring entity invites only a certain number of bidders to participate.

2. The choice of open bidding or limited bidding method is at the discretion of the procuring entity.

Article 216. Bidding method

1. The bidding methods include single-envelope bidding and double-envelope bidding. The procuring entity has the right to choose the bidding method and must notify the bidders in advance.

2. In the case of bidding using the single-envelope method, bidders submit their bid documents, including technical proposals and financial proposals, in a single envelope as required by the tender documents, and the bid opening is conducted once.

3. In the case of a two-envelope bidding process, bidders shall submit their bid documents, including technical proposals and financial proposals, in separate envelopes at the same time, and the bid opening shall be conducted twice. The technical proposal will be opened first.

Article 217. Pre-qualification of bidders

The procuring entity may conduct a pre-qualification process to select bidders who are capable of meeting the conditions set by the procuring entity.

Article 218. Tender documents

1. The tender documents include:

a) Invitation to tender;

b) Requirements relating to the goods and services being tendered;

c) Methods for evaluating, comparing, ranking, and selecting contractors;

d) Other instructions related to the bidding process.

2. The cost of providing bidding documents to the bidders is determined by the procuring entity.

Article 219. Invitation to Tender

1. The tender notice includes the following main contents:

a) Name and address of the bidding party;

b) Summary of the bidding process;

c) Deadline, location, and procedures for receiving tender documents;

d) Deadline, location, and procedures for submitting bid documents;

d) Instructions for reviewing the tender documents.

2. The procuring entity is responsible for widely publicizing the tender through mass media in the case of open bidding or sending notices inviting bids to qualified contractors in the case of restricted bidding.

Article 220. Instructions for bidders

The procuring entity is responsible for instructing bidders on the bidding conditions, the procedures applied during the bidding process, and answering any questions from bidders.

Article 221. Tender document management

The procuring entity is responsible for managing the bid documents.

Article 222. Bid security

1. Bid security is provided in the form of a deposit, escrow, or bid guarantee.

2. The procuring entity may require bidders to deposit a security deposit or bid guarantee when submitting their bids. The percentage of the security deposit or bid guarantee is determined by the procuring entity, but it shall not exceed 3% of the total estimated value of the goods or services being tendered.

3. The procuring entity shall specify the form and conditions for deposit, escrow, or bid guarantee. In the case of a deposit or escrow, the deposit or escrow amount shall be returned to the unsuccessful bidder within seven working days from the date of announcement of the bidding results.

4. Bidders will not receive back their deposit or security deposit if they withdraw their bid after the deadline for submitting bids (referred to as the bid closing time), fail to sign the contract, or refuse to perform the contract if they win the bid.

5. The guarantor is obligated to provide bid security for the guaranteed party within the scope of the deposit or security deposit amount.

Article 223. Confidentiality of bidding information

1. The bidding party must keep the bid documents confidential.

2. Organizations and individuals involved in organizing and evaluating bids must maintain confidentiality of information related to the bidding process.

Article 224. Bidding opens

1. Bid opening is the process of opening bid documents at a predetermined time, or, if no predetermined time is set, immediately after the bid closing.

2. Bids submitted on time must be opened publicly by the procuring entity. Bidders have the right to attend the bid opening.

3. Bids submitted after the deadline will not be accepted and will be returned to the bidder unopened.

Article 225. Reviewing bid documents during bid opening

1. The procuring entity will assess the validity of the bid documents.

2. The procuring entity may request bidders to clarify any unclear points in their bid documents. The request for clarification of bid documents must be in writing.

Article 226. Minutes of the bid opening

1. When the bids are opened, the procuring entity and all bidders present must sign the bid opening minutes.

2. The bid opening minutes must include the following information:

a) Name of goods and services being tendered;

b) Date, time, and location of the bid opening;

c) Name and address of the procuring entity and the bidding parties;

d) The bid prices of the bidders;

d) Amendments, additions, and related content, if any.

Article 227. Evaluating and comparing bid documents

1. Bid documents are evaluated and compared according to each criterion as a basis for a comprehensive assessment.

The criteria for evaluating bid documents are specified by the procuring entity.

2. The criteria stipulated in Clause 1 of this Article shall be evaluated by a scoring method based on a point scale or other method predetermined before the bid opening.

Article 228. Amend the bid documents.

1. Bidders are not allowed to modify their bid documents after the bids have been opened.

2. During the evaluation and comparison of bid documents, the procuring entity may request clarification from the bidder on issues related to the bid. The procuring entity's request and the bidder's response must be in writing.

3. If the procuring entity amends certain contents of the tender documents, the procuring entity must send the amended contents in writing to all bidders at least ten days before the deadline for submitting tender documents so that bidders have time to further refine their tender documents.

Article 229. Ranking and selecting contractors

1. Based on the results of the bid evaluation, the procuring entity must rank and select the bidders according to the established method.

2. In the event that multiple bidders have the same score and meet the same bidding criteria, the procuring entity has the right to choose the winning bidder.

Article 230. Announcement of bidding results and contract signing.

1. Immediately after the bidding results are available, the procuring entity is responsible for notifying the bidders of the bidding results.

2. The procuring entity shall finalize and sign the contract with the winning bidder on the following basis:

a) Bidding results;

b) The requirements stated in the tender documents;

c) Content stated in the bid documents.

Article 231. Contract performance guarantee

1. The parties may agree that the winning bidder must deposit a security deposit or provide a guarantee to ensure the performance of the contract. The amount of the security deposit or guarantee is determined by the bidding party, but shall not exceed 10% of the contract value.

2. The contract performance guarantee remains in effect until the winning bidder fulfills their contractual obligations.

3. Unless otherwise agreed, the winning bidder shall receive back the deposit or performance guarantee upon contract termination. The winning bidder shall not receive back the deposit or performance guarantee if it refuses to perform the contract after it has been concluded.

4. After submitting the deposit and security deposit for contract performance, the winning bidder will be reimbursed the deposit and security deposit.

Article 232. Re-bidding

Re-bidding is organized when one of the following cases occurs:

1. There have been violations of bidding regulations;

2. None of the bidders met the bidding requirements.

SECTION 4. LOGISTICS SERVICES

Article 233. Logistics services

Logistics services are commercial activities in which a business organizes and performs one or more tasks including receiving goods, transportation, warehousing, storage, customs clearance, other paperwork, customer consulting, packaging, labeling, delivery, or other services related to goods as agreed with the customer in exchange for remuneration. The Vietnamese translation of "logistics services" is "dịch vụ lô-gi-stíc".

Article 234. Conditions for conducting logistics services

1. A logistics service provider is an enterprise that meets the legal requirements for conducting logistics services.

2. The government shall specify the detailed conditions for conducting logistics services business.

Article 235. Rights and obligations of businesses providing logistics services.

1. Unless otherwise agreed, businesses providing logistics services have the following rights and obligations:

a) Entitled to service fees and other reasonable expenses;

b) During the execution of the contract, if there is a legitimate reason in the best interest of the customer, the logistics service provider may act differently from the customer's instructions, but must immediately notify the customer;

c) If a situation arises that may prevent the fulfillment of some or all of the customer's instructions, the customer must be immediately notified to request further instructions;

d) In the absence of an agreement on a specific timeframe for fulfilling obligations to the customer, the obligations must be fulfilled within a reasonable time.

2. When transporting goods, logistics service providers must comply with legal regulations and transportation practices.

Article 236. Customer rights and obligations

Unless otherwise agreed, customers have the following rights and obligations:

1. Guiding, inspecting, and supervising the implementation of the contract;

2. Provide comprehensive guidance for businesses engaged in logistics services;

3. Providing detailed, complete, accurate, and timely information about goods to businesses engaged in logistics services;

4. Packaging and labeling of goods according to the sales contract, except in cases where there is an agreement for a logistics service provider to undertake this task;

5. Compensate for damages and pay reasonable expenses incurred by the logistics service provider if that provider acted in accordance with their instructions or in cases caused by their own fault;

6. Pay logistics service providers all amounts due.

Article 237. Cases of exemption from liability for businesses providing logistics services.

1. Except for the cases of exemption from liability stipulated in Article 294 of this Law, logistics service providers shall not be liable for losses to goods arising in the following cases:

a) The loss is due to the fault of the customer or a person authorized by the customer;

b) Losses arising from logistics service providers acting in accordance with the instructions of the customer or a person authorized by the customer;

c) The loss is due to a defect in the goods;

d) Losses arising from circumstances exempting liability under the law and transport practices if the logistics service provider organizes the transport;

d) The logistics service provider does not receive notification of the complaint within fourteen days from the date the logistics service provider delivers the goods to the consignee;

e) After a claim is filed, the logistics service provider does not receive notification of being sued in arbitration or court proceedings within nine months from the date of delivery.

2. Businesses providing logistics services are not liable for the loss of profits that customers would have otherwise earned, for delays or for providing logistics services to the wrong location due to no fault of their own.

Article 238. Limitation of liability

1. Unless otherwise agreed, the total liability of a logistics service provider shall not exceed the limit of liability for total loss of goods.

2. The Government shall specify in detail the limits of liability for businesses providing logistics services in accordance with the provisions of law and international practices.

3. Logistics service providers are not entitled to limit their liability for damages if the party with relevant rights and interests can prove that the loss, damage, or delayed delivery of goods was caused by the logistics service provider's intentional actions or inactions to cause the loss, damage, or delay, or by acting or failing to act recklessly and knowing that such loss, damage, or delay would inevitably occur.

Article 239. The right to retain and dispose of goods

1. Logistics service providers have the right to retain a certain quantity of goods and related documents to collect overdue payments from customers, but must immediately notify the customer in writing.

2. After forty-five days from the date of notification of seizure of goods or documents related to the goods, if the customer fails to pay the debt, the logistics service provider has the right to dispose of the goods or documents in accordance with the law; in case the goods show signs of damage, the logistics service provider has the right to dispose of the goods immediately upon any payment due from the customer.

3. Before disposing of goods, logistics service providers must immediately notify customers of the disposal of those goods.

4. All costs related to the custody and disposal of goods shall be borne by the customer.

5. Logistics service providers may use the proceeds from the disposal of goods to pay off debts owed by customers and related expenses; if the proceeds from the disposal exceed the value of the debts, the excess amount must be returned to the customer. From that point on, the logistics service provider is not liable for the disposed goods or documents.

Article 240. The obligations of logistics service providers when holding goods in custody.

Before exercising the right to dispose of goods as stipulated in Article 239 of this Law, logistics service providers exercising the right to retain goods have the following obligations:

1. Preserve and protect goods;

2. Goods may not be used without the consent of the party whose goods are being held in custody;

3. Return the goods when the conditions for holding or disposing of the goods stipulated in Article 239 of this Law no longer exist;

4. Compensation for damages to the party whose goods are being held in custody if the held goods are lost or damaged.

SECTION 5. TRANSIT OF GOODS THROUGH VIETNAM AND TRANSIT SERVICES

Article 241. Goods in transit

Goods transit refers to the transportation of goods owned by foreign organizations or individuals through the territory of Vietnam, including transshipment, transfer, warehousing, splitting of consignments, change of transport methods, or other activities performed during transit.

Article 242. Right of transit for goods

1. All goods owned by foreign organizations or individuals are permitted to transit through Vietnamese territory and only require customs procedures at the import and export border gates as prescribed by law, except for the following cases:

a) Goods that are weapons, ammunition, explosives, and other highly dangerous goods, except in cases where permitted by the Prime Minister;

b) Goods that are prohibited from being traded, exported, or imported may only transit through Vietnamese territory with the permission of the Minister of Trade.

2. Goods in transit when exported, and transport vehicles carrying goods in transit when leaving Vietnamese territory, must be the same goods that were imported and the same transport vehicles that entered Vietnamese territory.

3. Foreign organizations and individuals wishing to transit goods through Vietnamese territory must hire Vietnamese businesses providing transit services, except in cases stipulated in Clause 4 of this Article.

4. Foreign organizations and individuals who independently carry out the transit of goods through Vietnamese territory, or who hire foreign traders to carry out the transit of goods through Vietnamese territory, shall do so in accordance with international treaties to which the Socialist Republic of Vietnam is a party and must comply with Vietnamese laws on exit, entry, and transportation.

Article 243. Transit route

1. Goods may only transit through international border gates and along designated routes within Vietnamese territory.

2. Based on international treaties to which the Socialist Republic of Vietnam is a party, the Minister of Transport shall specify the routes for the transit of goods.

3. During transit, any change in the route for transit goods must be approved by the Minister of Transport.

Article 244. Transit by air

Air transit is conducted in accordance with the provisions of international aviation treaties to which the Socialist Republic of Vietnam is a signatory.

Article 245. Monitoring of goods in transit.

Goods transiting through Vietnamese territory are subject to the supervision of Vietnamese Customs authorities throughout the entire transit period.

Article 246. Transit time

1. The maximum transit time through Vietnamese territory is thirty days from the date of completion of customs procedures at the import border gate, except in cases where goods are stored in Vietnam or are damaged or lost during transit.

2. In cases where goods are stored in Vietnam or are damaged or lost during transit and require additional time for storage or repair, the transit time shall be extended accordingly to the time necessary to carry out such work and must be approved by the Customs authority where the transit procedures are carried out; in cases where goods are transited under a license issued by the Minister of Trade, the approval of the Minister of Trade is required.

3. During the storage and repair period for damage or loss as stipulated in Clause 2 of this Article, goods and means of transport carrying transit goods shall remain under the supervision of the Vietnamese Customs authorities.

Article 247. Goods in transit consumed in Vietnam

1. Goods in transit falling under the provisions of points a and b of Clause 1, Article 242 of this Law are not permitted to be consumed in Vietnam.

2. Except as provided in Clause 1 of this Article, goods in transit may be consumed in Vietnam if approved in writing by the Minister of Trade.

3. The consumption of goods in transit in Vietnam must comply with Vietnamese law on import of goods, taxes, fees, charges, and other financial obligations.

Article 248. Prohibited behaviors during transit

1. Payment of transit fees with goods in transit.

2. Illegally consuming goods and transport vehicles carrying goods in transit.

Article 249. Cargo transit services

Goods transit services are commercial activities in which traders facilitate the transit of goods owned by foreign organizations or individuals through Vietnamese territory in exchange for remuneration.

Article 250. Conditions for conducting transit service business

Businesses providing transit services must be enterprises registered to conduct transportation and logistics services as stipulated in Article 234 of this Law.

Article 251. Transit service contract

Transit service contracts must be in writing or in another form of equivalent legal validity.

Article 252. Rights and obligations of the transit service hirer

1. Unless otherwise agreed, the party hiring transit services has the following rights:

a) Require the transit service provider to receive the goods at the import border gate according to the agreed time;

b) Require the transit service provider to promptly inform the transit goods about the status of the goods during transit through Vietnamese territory;

c) Require the transit service provider to take all necessary procedures to minimize losses and damage to goods in transit during transit through Vietnamese territory.

2. Unless otherwise agreed, the party hiring transit services has the following obligations:

a) Deliver the goods to the Vietnamese import border gate within the agreed timeframe;

b) Provide the transit service provider with all necessary information about the goods;

c) Provide all necessary documents for the transit service provider to complete import procedures, transportation within Vietnam, and export procedures;

d) Payment of transit fees and other reasonable expenses to the transit service provider.

Article 253. Rights and obligations of transit service providers

1. Unless otherwise agreed, the transit service provider has the following rights:

a) Require the transit service hirer to deliver the goods to the Vietnamese import border gate within the agreed timeframe;

b) Require the party hiring the transit service to provide all necessary information about the goods;

c) Require the transit service hirer to provide all necessary documents for import procedures, transportation within Vietnam, and export procedures;

d) Entitled to receive transit fees and other reasonable expenses.

2. Unless otherwise agreed, the transit service provider has the following obligations:

a) Receiving goods at the import border gate according to the agreed time;

b) Handling import and export procedures for goods in transit out of Vietnamese territory;

c) Be responsible for goods in transit during their transit through Vietnamese territory;

d) To carry out necessary measures to minimize losses and damage to goods in transit during their passage through Vietnamese territory;

d) Pay fees and charges and fulfill other financial obligations for goods in transit as prescribed by Vietnamese law;

e) Be responsible for cooperating with competent Vietnamese state agencies to handle issues related to goods in transit.

SECTION 6. INSPECTION SERVICES

Article 254. Inspection services

Inspection services are commercial activities in which a business performs the necessary tasks to determine the actual condition of goods, the results of service provision, and other matters as requested by the client.

Article 255. Content of the assessment

Inspection includes one or more aspects regarding the quantity, quality, packaging, value of goods, origin of goods, losses, safety, hygiene standards, disease prevention, service performance results, service delivery methods, and other aspects as requested by the client.

Article 256. Merchants engaged in commercial inspection services

Only businesses that meet the legal requirements and have been granted a business registration certificate for commercial inspection services are permitted to perform inspection services and issue inspection certificates.

Article 257. Conditions for conducting commercial inspection services

Businesses providing commercial inspection services must meet the following conditions:

1. It is a business established in accordance with the law;

2. There are qualified experts as prescribed in Article 259 of this Law;

3. Capable of implementing procedures and methods for inspecting goods and services in accordance with legal regulations, international standards, or those commonly applied in other countries for such inspections.

Article 258. Scope of business in commercial inspection services

Businesses providing commercial inspection services are only permitted to offer inspection services in the areas of inspection when they meet all the conditions stipulated in Clauses 2 and 3 of Article 257 of this Law.

Article 259. Standards for appraisers

1. The appraiser must meet the following criteria:

a) Possess a university or college degree relevant to the requirements of the field of assessment;

b) Possess a professional certificate in the field of appraisal in cases where the law requires such a certificate;

c) Have at least three years of experience in the field of goods and services inspection.

2. Based on the standards stipulated in Clause 1 of this Article, the director of the business providing inspection services shall recognize the inspectors and be legally responsible for his/her decision.

Article 260. Inspection certificate

1. An inspection certificate is a document that determines the actual condition of goods or services according to the inspection criteria requested by the customer.

2. The inspection certificate must bear the signature of the authorized representative of the business providing inspection services, the signature and full name of the inspector, and must be stamped with a professional seal registered with the competent authority.

3. The inspection certificate is only valid for the contents that have been inspected.

4. Businesses providing inspection services are responsible for the accuracy of the results and conclusions in the Inspection Certificate.

Article 261. The legal validity of the inspection certificate for the party requesting the inspection.

An expert assessment certificate has legal validity for the party requesting the assessment if that party cannot prove that the assessment results were biased, dishonest, or technically or professionally incorrect.

Article 262. The legal validity of an inspection certificate for the parties to a contract.

1. In cases where the parties agree to use an inspection certificate from a specific inspection service provider, that certificate shall be legally valid for all parties unless it can be proven that the inspection results were biased, dishonest, or technically or professionally incorrect.

2. In cases where the parties have not agreed on the use of an inspection certificate from a specific inspection service provider, the inspection certificate shall only be legally valid for the party requesting the inspection as stipulated in Article 261 of this Law. The other party to the contract has the right to request a re-inspection.

3. If the re-inspection certificate shows a different result from the initial inspection certificate, the following procedure should be followed:

a) If the business entity providing inspection services that issued the initial inspection certificate acknowledges the results of the re-inspection certificate, then the results of the re-inspection certificate shall have legal validity for all parties;

b) If the business providing inspection services that issued the initial inspection certificate does not recognize the results of the re-inspection certificate, the parties shall agree to select another business providing inspection services to conduct a second inspection. The results of the second re-inspection shall be legally valid for all parties.

Article 263. Rights and obligations of businesses providing inspection services.

1. Businesses providing inspection services have the following rights:

a) Require clients to provide complete, accurate, and timely documentation necessary for the inspection service;

(b) Receive fees for expert assessment services and other reasonable expenses.

2. Businesses providing inspection services have the following obligations:

a) Comply with standards and other legal regulations related to inspection services;

b) The assessment must be honest, objective, independent, timely, and in accordance with the correct assessment procedures and methods;

c) Issuing inspection certificates;

d) Pay fines for violations and compensation for damages as prescribed in Article 266 of this Law.

Article 264. Customer rights

Unless otherwise agreed, customers have the following rights:

1. Require businesses providing inspection services to conduct inspections according to the agreed-upon terms;

2. Request a re-assessment if there is a legitimate reason to believe that the business providing the assessment service has not fulfilled its requirements, or has conducted the assessment in an unobjective, dishonest, or technically and professionally incorrect manner;

3. Request payment of fines for violations and compensation for damages as prescribed in Article 266 of this Law.

Article 265. Customer obligations

Unless otherwise agreed, the customer has the following obligations:

1. Provide complete, accurate, and timely necessary documents to businesses providing inspection services upon request;

2. Payment of expert appraisal fees and other reasonable expenses.

Article 266. Penalties and compensation for damages in cases where the expert assessment results are incorrect.

1. In cases where a business providing inspection services issues an inspection certificate with incorrect results due to its unintentional error, it must pay a penalty to the customer. The amount of the penalty shall be agreed upon by the parties, but shall not exceed ten times the inspection service fee.

2. In cases where a business providing inspection services issues an inspection certificate with incorrect results due to its own intentional fault, it must compensate the customer who directly requested the inspection for any resulting damages.

3. The customer has the obligation to prove that the inspection results are incorrect and that the inspection service provider is at fault.

Article 267. Authorization for expert assessment

In cases where a foreign business providing inspection services is hired to conduct an inspection but is not yet authorized to operate in Vietnam, that business may authorize a business providing inspection services that is already authorized to operate in Vietnam to perform the inspection service, but it remains responsible for the inspection results.

Article 268. Inspection at the request of a government agency.

1. Businesses providing inspection services that meet the appropriate conditions and standards for inspection are responsible for conducting inspections as requested by state agencies.

2. The state agency requesting the inspection is responsible for paying the inspection fee to the business providing inspection services, based on an agreement between the two parties and market rates.

SECTION 7. LEASING OF GOODS

Article 269. Goods rental

Leasing is a commercial activity in which one party transfers the right to possess and use goods (referred to as the lessor) to another party (referred to as the lessee) for a specified period in exchange for rental fees.

Article 270. Rights and obligations of the lessor

Unless otherwise agreed, the lessor has the following rights and obligations:

1. Deliver the leased goods in accordance with the lease agreement with the lessee;

2. To ensure that the lessee has the right to possess and use the leased goods without dispute from any related third party during the lease period;

3. Ensure that the leased goods are suitable for the lessee's intended use as agreed upon by the parties;

4. Maintain and repair the leased goods within a reasonable timeframe. If the repair and maintenance of the leased goods negatively impacts the lessee's use of those goods, the lessee shall be responsible for reducing the rental price or extending the rental period corresponding to the maintenance and repair time;

5. Receive rental income as agreed upon or as stipulated by law;

6. Receive back the leased goods at the end of the lease term.

Article 271. Rights and obligations of the lessee

Unless otherwise agreed, the lessee has the following rights and obligations:

1. Possession and use of leased goods in accordance with the lease contract and the provisions of the law. In the absence of a specific agreement on how the leased goods should be used, the leased goods must be used in a manner consistent with their nature;

2. Maintain and preserve the leased goods during the lease term and return them to the lessor upon expiration of the term;

3. The lessee may require the lessor to perform maintenance and repairs on the leased goods; if the lessor fails to do so within a reasonable time, the lessee may perform maintenance and repairs on the leased goods, and the lessor shall bear the reasonable costs of such maintenance and repairs;

4. Pay the rental fee for the goods as agreed upon or as stipulated by law;

5. You are not allowed to resell or sublet rented goods.

Article 272. Repairing or altering the original condition of the rented goods.

1. The lessee may not repair or alter the original condition of the leased goods without the lessor's approval.

2. If the lessee makes repairs or alters the original condition of the leased goods without the lessor's approval, the lessor has the right to require the lessee to restore the goods to their original condition or to claim compensation for damages.

Article 273. Liability for losses during the lease term

1. Unless otherwise agreed, the lessor shall be liable for losses to the leased goods during the lease term if the lessee is not at fault for causing such loss.

2. In the case stipulated in Clause 1 of this Article, the lessor is responsible for repairing the leased goods within a reasonable time to ensure their intended use by the lessee.

Article 274. Transfer of risk for leased goods

In cases where the parties have agreed to transfer the risk to the lessee but have not specified the time of risk transfer, the time of risk transfer shall be determined as follows:

1. In cases where the lease agreement involves the transportation of goods:

a) If the contract does not require the delivery of the leased goods at a specific location, the risk transfers to the lessee when the leased goods are delivered to the first carrier;

b) If the contract requires the goods to be delivered to a specific location, the risk transfers to the lessee or a person authorized by the lessee to receive the goods at that location;

2. In cases where leased goods are received by the consignee for delivery and not by the carrier, the risk transfers to the lessee when the consignee confirms the lessee's possession of the leased goods;

3. In other cases not provided for in paragraphs 1 and 2 of this Article, the risk is transferred to the lessee when the lessee takes possession of the leased goods.

Article 275. The goods being rented do not conform to the contract.

Unless otherwise agreed, goods are deemed non-conforming to the contract if they fall under any of the following circumstances:

1. Not suitable for the ordinary use of goods of the same type;

2. Not in line with the specific purpose that the lessee informed the lessor of, or that the lessor should have known at the time of entering into the contract;

3. The quality is not guaranteed to be the same as the sample delivered by the lessor to the lessee.

Article 276. Refuse to accept the delivery.

1. The lessor must allow the lessee a reasonable period of time after receiving the goods for inspection.

2. The lessee has the right to refuse to accept the goods in the following cases:

a) The lessor did not provide the lessee with reasonable conditions and time to inspect the goods;

b) Upon inspecting the goods, the lessee discovers that the goods do not conform to the contract.

Article 277. Repair or replace leased goods that do not conform to the contract.

1. In the event that the lessee refuses to accept the leased goods due to non-conformity with the contract, if the delivery deadline is still remaining, the lessor may immediately notify the lessee of the need to rectify or replace the goods and carry out such rectification or replacement within the remaining time.

2. If the lessor takes corrective action as stipulated in Clause 1 of this Article and it causes disadvantage or incurs unreasonable costs for the lessee, the lessee has the right to request the lessor to remedy the disadvantage or reimburse the incurred costs.

Article 278. Accepting rental goods

1. The lessee shall be deemed to have accepted the leased goods after having had a reasonable opportunity to inspect the leased goods and performing one of the following acts:

a) Do not refuse goods for rent;

b) Verify that the leased goods conform to the terms of the contract;

c) Confirming receipt of the goods, even if they do not conform to the terms of the contract.

2. If the lessee discovers a non-conformity of the goods with respect to the contract after accepting them, and such non-conformity could have been determined through reasonable inspection before acceptance, the lessee may not rely on such non-conformity to return the goods.

Article 279. Withdrawal

1. The lessee may withdraw its acceptance of part or all of the leased goods if the non-conformity of the leased goods prevents the lessee from achieving the purpose of the contract and falls under one of the following circumstances:

a) The lessor fails to reasonably remedy the situation as prescribed in Article 277 of this Law;

b) The lessee fails to detect any non-conformity of the goods arising from the lessor's guarantee.

2. Withdrawal of acceptance must be made within a reasonable period, but not more than three months, from the time the lessee accepts the goods.

Article 280. Responsibility for defects in leased goods

Unless otherwise agreed, liability for defects in leased goods is determined as follows:

1. During the lease term, the lessor shall be responsible for any defects in the leased goods that existed at the time of delivery to the lessee, except as provided in paragraphs 2 and 3 of this Article;

2. The lessor shall not be liable for any defects in the goods that existed prior to the conclusion of the contract and which the lessee knew or should have known about;

3. The lessor shall not be liable for defects in the goods discovered after the lessee accepts the leased goods, defects that could have been discovered by the lessee if a reasonable inspection had been carried out before accepting the goods;

4. The lessor shall be liable for any defects arising after the transfer of risk if such defects result from the lessor's breach of its contractual obligations.

Article 281. Sublet

1. The lessee may only sublease the goods with the lessor's approval. The lessee is responsible for the subleased goods unless otherwise agreed with the lessor.

2. If the lessee subleases the leased goods without the lessor's consent, the lessor has the right to terminate the lease agreement. The sublessee is responsible for immediately returning the goods to the lessor.

Article 282. Benefits arising during the lease term

Unless otherwise agreed, all benefits arising from the leased goods during the lease term belong to the lessee.

Article 283. Change of ownership during the lease term

Any changes in ownership of the leased goods do not affect the validity of the lease agreement.

SECTION 8. FRANCHISING

Article 284. Franchise

Franchising is a commercial activity whereby the franchisor allows and requires the franchisee to independently conduct the buying and selling of goods and provision of services under the following conditions:

1. The buying and selling of goods and provision of services shall be conducted in accordance with the business organization methods stipulated by the franchisor and shall be associated with the franchisor's trademark, trade name, business secrets, business slogan, business symbol, and advertising;

2. The franchisor has the right to control and assist the franchisee in managing the business.

Article 285. Franchise Agreement

Franchise agreements must be in writing or in another form of equivalent legal validity.

Article 286. Rights of franchisees

Unless otherwise agreed, the franchisor has the following rights:

1. Receive franchise fees;

2. Organize advertising campaigns for the franchise system and franchise network;

3. Conduct regular or unscheduled inspections of the franchisee's operations to ensure the consistency of the franchise system and the stability of the quality of goods and services.

Article 287. Obligations of the franchisor

Unless otherwise agreed, the franchisor has the following obligations:

1. Provide franchisee with instructional materials on the franchise system;

2. Provide initial training and ongoing technical assistance to franchisees to operate their businesses in accordance with the franchise system;

3. Designing and arranging sales and service locations at the franchisee's expense;

4. Ensuring intellectual property rights with respect to the subject matter specified in the franchise agreement;

5. Treat all franchisees equally within the franchise system.

Article 288. Rights of the franchisee

Unless otherwise agreed, the franchisee has the following rights:

1. Require the franchisor to provide full technical assistance related to the franchise system;

2. Require the franchisor to treat all franchisees equally within the franchise system.

Article 289. Obligations of the franchisee

Unless otherwise agreed, the franchisee has the following obligations:

1. Pay the franchise fee and other payments as stipulated in the franchise agreement;

2. Invest in sufficient facilities, financial resources, and human resources to receive the business rights and know-how transferred by the franchisor;

3. Accept the control, supervision, and guidance of the franchisor; comply with the franchisor's requirements regarding the design, layout of the sales location, and service provision;

4. Maintain confidentiality regarding the franchised business secrets, even after the franchise agreement has ended or been terminated;

5. Cease using the franchisor's trademarks, trade names, business slogans, business symbols, and other intellectual property rights (if any) or systems upon the termination or end of the franchise agreement;

6. Operate in accordance with the franchise system;

7. Sublicensing is not permitted without the franchisor's consent.

Article 290. Franchising to a third party

1. The franchisee has the right to sublicense to a third party (referred to as the sub-franchisee) if approved by the franchisor.

2. The party receiving the rights shall have the rights and obligations of the rights recipient as stipulated in Articles 288 and 289 of this Law.

Article 291. Register for a franchise

1. Before franchising, the prospective franchisor must register with the Ministry of Commerce.

2. The government shall specify in detail the conditions for conducting business through franchising and the procedures for registering franchise agreements.

Chapter VII

COMMERCIAL SANCTIONS AND DISPUTE RESOLUTION

SECTION 1. SANCTIONS IN TRADE

Article 292. Types of sanctions in trade

1. Ensure the contract is fulfilled correctly.

2. Penalties for violations.

3. Compensation for damages.

4. Suspend the contract.

5. Suspension of contract execution.

6. Cancellation of the contract.

7. Other measures agreed upon by the parties that do not contravene the fundamental principles of Vietnamese law, international treaties to which the Socialist Republic of Vietnam is a party, and international trade practices.

Article 293. Applying sanctions in trade for non-fundamental violations.

Unless otherwise agreed, the aggrieved party may not apply sanctions such as suspension, termination, or cancellation of the contract for non-material breaches.

Article 294. Cases of exemption from liability for violations

1. The party breaching the contract is exempt from liability in the following cases:

a) A case of exemption from liability occurs as agreed upon by the parties;

b) A force majeure event occurs;

c) The breach of contract by one party is entirely due to the fault of the other party;

d) A breach of contract by one party resulting from a decision of a competent state management agency that the parties could not have known at the time of entering into the contract.

2. The party breaching the contract has the obligation to prove the circumstances under which they are exempt from liability.

Article 295. Notification and confirmation of exemption from liability

1. The party breaching the contract must immediately notify the other party in writing of the circumstances under which they are exempt from liability and the possible consequences.

2. When the exemption from liability ends, the breaching party must immediately notify the other party; if the breaching party fails to notify or notifies the other party belatedly, it must compensate for the damages.

3. The breaching party has the obligation to prove to the injured party the circumstances under which it is exempt from liability.

Article 296. Extending the contract term or refusing to perform the contract in case of force majeure.

1. In the event of force majeure, the parties may agree to extend the term for performing contractual obligations; if the parties do not agree or cannot reach an agreement, the term for performing contractual obligations shall be extended by a period equal to the duration of the force majeure event plus a reasonable time to remedy the consequences, but shall not exceed the following periods:

a) Five months for goods and services where the agreed delivery or service provision period does not exceed twelve months from the date of contract conclusion;

b) Eight months for goods and services where the agreed delivery or service provision period exceeds twelve months, counting from the date of contract conclusion.

2. If the deadlines stipulated in Clause 1 of this Article are exceeded, the parties have the right to refuse to perform the contract, and neither party has the right to claim compensation for damages from the other.

3. In case of refusal to perform the contract, within no more than ten days from the end of the period stipulated in Clause 1 of this Article, the refusing party must notify the other party before the other party begins to perform its contractual obligations.

4. The extension of the contractual obligation period stipulated in Clause 1 of this Article does not apply to contracts for the sale of goods or provision of services with a fixed delivery or service completion deadline.

Article 297. Compulsory performance of the contract.

1. Enforcement of contract means that the aggrieved party requests the breaching party to perform the contract as agreed or to use other means to ensure its performance, with the breaching party bearing the resulting costs.

2. If the breaching party delivers insufficient goods or provides services not in accordance with the contract, they must deliver the full quantity of goods or provide services as agreed in the contract. If the breaching party delivers substandard goods or provides substandard services, they must eliminate the defects in the goods or services, or deliver replacement goods or provide services in accordance with the contract. The breaching party may not use money or goods of a different type or service as a replacement without the consent of the injured party.

3. In the event that the breaching party fails to comply with the provisions of Clause 2 of this Article, the aggrieved party has the right to purchase goods or receive services from another party to replace the goods or services specified in the contract, and the breaching party must pay the difference and any related costs; the aggrieved party has the right to rectify the defects in the goods or deficiencies in the services, and the breaching party must pay the actual and reasonable costs.

4. The aggrieved party must accept the goods, services, and pay for the goods and services if the breaching party has fully fulfilled its obligations as stipulated in Clause 2 of this Article.

5. If the breaching party is the buyer, the seller has the right to demand that the buyer pay, receive the goods, or fulfill other obligations of the buyer as stipulated in the contract and in this Law.

Article 298. Extension of obligation

In cases where performance of the contract is required, the aggrieved party may grant a reasonable extension for the breaching party to fulfill its contractual obligations.

Article 299. The relationship between enforcement measures and other types of sanctions.

1. Unless otherwise agreed, during the period of enforcement of the contract, the aggrieved party has the right to claim compensation for damages and penalties for breach of contract, but may not apply other sanctions.

2. If the breaching party fails to enforce the contract within the timeframe stipulated by the aggrieved party, the aggrieved party may apply other sanctions to protect its legitimate rights.

Article 300. Penalties for violations

A penalty for breach of contract is when the aggrieved party demands that the breaching party pay a fine for violating the contract, if such a penalty is stipulated in the contract, except in cases of exemption from liability as provided in Article 294 of this Law.

Article 301. Penalty for violations

The penalty for breach of contractual obligations, or the total penalty for multiple breaches, shall be agreed upon by the parties in the contract, but shall not exceed 8% of the value of the breached contractual obligation, except as provided in Article 266 of this Law.

Article 302. Compensation for damages

1. Compensation for damages is the act of the breaching party compensating the injured party for losses caused by the breach of contract.

2. The value of compensation for damages includes the value of actual, direct losses suffered by the infringed party as a result of the infringing party's actions, and the direct profit that the infringed party would have been entitled to if the infringing act had not occurred.

Article 303. Grounds for the 발생 of liability for damages

Except for the cases of exemption from liability stipulated in Article 294 of this Law, liability for compensation for damages arises when all of the following elements are present:

1. There was a breach of contract;

2. There is actual damage;

3. The breach of contract is the direct cause of the damage.

Article 304. Burden of Proof of Loss

The party claiming damages must prove the loss, the extent of the loss caused by the breach, and the direct profit that the injured party would have been entitled to if the breach had not occurred.

Article 305. Loss mitigation obligation

The party claiming damages must take reasonable measures to mitigate losses, including losses to direct profits that would have been earned as a result of the breach of contract; if the party claiming damages fails to take such measures, the breaching party has the right to request a reduction in the value of the damages by the amount of losses that could have been mitigated.

Article 306. Right to claim interest due to late payment

In the event that the breaching party is late in paying for goods or services and other reasonable expenses, the aggrieved party has the right to demand interest on the overdue amount at the average market interest rate for overdue debts at the time of payment, corresponding to the period of delay, unless otherwise agreed or stipulated by law.

Article 307. The relationship between penalties for violations and compensation for damages.

1. In cases where the parties have not agreed on penalties for breach of contract, the aggrieved party only has the right to claim compensation for damages, unless otherwise provided in this Law.

2. In cases where the parties have agreed on penalties for breach of contract, the aggrieved party has the right to apply both the penalty for breach of contract and demand compensation for damages, unless otherwise provided in this Law.

Article 308. Suspension of contract execution

Except for the exemptions from liability stipulated in Article 294 of this Law, suspension of contract performance is the temporary failure of one party to perform its contractual obligations in one of the following cases:

1. A breach of contract occurs that the parties have agreed upon as a condition for suspending the performance of the contract;

2. One party has fundamentally breached its contractual obligations.

Article 309. Legal consequences of suspending contract performance.

1. When a contract is suspended, it remains in effect.

2. The aggrieved party has the right to claim compensation for damages in accordance with the provisions of this Law.

Article 310. Suspension of contract execution

Except for the exemptions from liability stipulated in Article 294 of this Law, suspension of contract performance is the termination by one party of its contractual obligations in one of the following cases:

1. A breach of contract occurs that the parties have agreed is a condition for terminating the contract;

2. One party has fundamentally breached its contractual obligations.

Article 311. Legal consequences of suspending contract performance.

1. When a contract is suspended, it terminates from the moment one party receives the suspension notice. Neither party is obligated to continue fulfilling its contractual obligations. The party that has already fulfilled its obligations has the right to demand payment or fulfillment of reciprocal obligations from the other party.

2. The aggrieved party has the right to claim compensation for damages in accordance with the provisions of this Law.

Article 312. Cancel the contract.

1. Contract cancellation includes the cancellation of the entire contract and the cancellation of a part of the contract.

2. Cancellation of the entire contract means the complete termination of the performance of all contractual obligations under the entire contract.

3. Partial contract cancellation means the waiver of the performance of a portion of the contractual obligations, while the remaining parts of the contract remain in effect.

4. Except for the cases of exemption from liability stipulated in Article 294 of this Law, the penalty of contract termination shall be applied in the following cases:

a) A breach of contract occurs that the parties have agreed is a condition for contract termination;

b) One party has fundamentally breached its contractual obligations.

Article 313. Contract cancellation in the case of partial delivery or provision of services.

1. In cases where there is an agreement on partial delivery or provision of services, if one party fails to fulfill its obligations in delivering or providing services, and this constitutes a fundamental breach with respect to that delivery or provision of services, the other party has the right to declare the contract void with respect to that delivery or provision of services.

2. If one party fails to fulfill its obligations with respect to a delivery of goods or services, and this provides grounds for the other party to conclude that a fundamental breach will occur with respect to subsequent deliveries or services, the aggrieved party has the right to declare the contract terminated with respect to subsequent deliveries or services, provided that it exercises this right within a reasonable time.

3. If one party has declared the cancellation of a contract for a single delivery or service provision, that party still has the right to declare the cancellation of the contract for subsequent deliveries or service provision that have been or will be performed if the relationship between the deliveries results in the goods delivered or services provided being unusable for the purposes intended by the parties at the time of contract conclusion.

Article 314. Legal consequences of contract cancellation

1. Except as provided in Article 313 of this Law, after the cancellation of a contract, the contract is invalid from the time of its conclusion, and the parties are not required to continue to perform the obligations agreed upon in the contract, except for agreements on rights and obligations after the cancellation of the contract and on dispute resolution.

2. The parties have the right to reclaim benefits resulting from the fulfillment of their contractual obligations; if both parties have an obligation to return benefits, their obligations must be fulfilled simultaneously; if it is not possible to return the benefits received in kind, the party with the obligation must return them in money.

3. The aggrieved party has the right to claim compensation for damages in accordance with the provisions of this Law.

Article 315. Notice of temporary suspension of contract performance, termination of contract performance, or cancellation of contract.

The party suspending, terminating, or canceling the contract must immediately notify the other party of the suspension, termination, or cancellation. If this notification is not given immediately and causes damage to the other party, the party suspending, terminating, or canceling the contract must compensate for the damage.

Article 316. The right to claim compensation for damages after other sanctions have been applied.

A party does not lose the right to claim damages for losses resulting from the other party's breach of contract when other remedies have been applied.

SECTION 2. DISPUTE RESOLUTION IN COMMERCE

Article 317. Dispute resolution methods

1. Negotiation between the parties.

2. Mediation between the parties is conducted by an agency, organization, or individual chosen by mutual agreement of the parties to act as a mediator.

3. Resolution through arbitration or court proceedings.

The procedures for resolving commercial disputes in arbitration and court proceedings are conducted according to the arbitration and court procedural rules prescribed by law.

Article 318. Complaint deadline

Except as provided in point d, clause 1, Article 237 of this Law, the time limit for filing a complaint shall be agreed upon by the parties. If the parties do not agree, the time limit for filing a complaint shall be stipulated as follows:

1. Three months from the date of delivery for claims regarding the quantity of goods;

2. Six months from the date of delivery for complaints regarding product quality; in the case of goods with a warranty, the complaint period is three months from the date the warranty expires;

3. Nine months from the date the breaching party was required to fulfill its contractual obligations, or in the case of a warranty, from the expiration date of the warranty period, for claims concerning other breaches.

Article 319. Statute of limitations for filing a lawsuit

The statute of limitations for filing a lawsuit in commercial disputes is two years from the time the legitimate rights and interests are violated, except as provided in point e, clause 1, Article 237 of this Law.

Chapter VIII

HANDLING VIOLATIONS OF COMMERCIAL LAW

Article 320. Violations of commercial law

1. Violations of commercial law include:

a) Violations of regulations concerning business registration; business licenses of traders; establishment and operation of representative offices and branches of Vietnamese and foreign traders;

b) Violations of regulations concerning goods and services traded domestically and goods and services exported and imported; temporary import, re-export, temporary export, re-import; transshipment; and transit;

c) Violations of regulations regarding taxes, invoices, documents, accounting books and reports;

d) Violations of regulations on pricing of goods and services;

d) Violating regulations on labeling of goods circulating domestically and goods for export and import;

e) Smuggling, trading in smuggled goods, trading in counterfeit goods or raw materials used in the production of counterfeit goods, and illegal trading;

g) Violating regulations related to the quality of goods and services traded domestically and goods and services exported or imported;

h) Fraud or deception of customers in the buying and selling of goods or provision of services;

i) Violating regulations related to the protection of consumer rights;

k) Violating regulations on intellectual property rights for goods and services traded domestically and for export and import;

l) Violations of regulations regarding the origin of goods;

m) Other violations in commercial activities as prescribed by law.

2. The Government shall specify the acts constituting violations of commercial law as stipulated in Clause 1 of this Article.

Article 321. Forms of handling violations of commercial law

1. Depending on the nature, severity of the violation, and the resulting consequences, the organization or individual will be subject to one of the following penalties:

a) Imposing penalties in accordance with the law on handling administrative violations;

b) If the violation constitutes a crime, the offender shall be prosecuted in accordance with the law.

2. In cases where the violation causes damage to the interests of the State, or the legitimate rights and interests of organizations and individuals, compensation for damages must be paid in accordance with the law.

Article 322. Penalties for administrative violations in commercial activities.

The government specifies penalties for administrative violations in commercial activities.

Chapter IX

TERMS ENFORCEMENT

Article 323. Effective date

This law came into effect on July 1, 2006.

This law replaces the Commercial Law of May 10, 1997.

Article 324. Detailed regulations and implementation guidelines

The Government shall provide detailed regulations and guidelines for the implementation of this Law.

This law was passed by the 6th National Assembly of the Socialist Republic of Vietnam at its 7th session on June 14, 2005.

CHAIRMAN OF THE NATIONAL ASSEMBLY

 

 

Nguyen Van An