BETHEL VINA CO., LTD.
Standard Terms and Conditions of Sale
Version: 1 | Effective Date: 2025.07.01
These Standard Terms and Conditions of Sale (“Terms”) apply to all sales and supply of goods (“Products”) by BETHEL VINA CO., LTD., a company organized under the laws of the Socialist Republic of Vietnam, with its principal place of business at Hoa Khanh Tay, Duc Hoa, Long An, Vietnam (“Seller”), to any buyer, customer, or distributor (“Buyer”), unless otherwise explicitly agreed to in writing by both parties. These Terms shall supersede any conflicting terms in the Buyer's purchase documents.
1. Definitions
1.2.
“Products” means any goods manufactured or sold by Seller.
1.3.
“OEM” means Original Equipment Manufacturing, wherein Seller manufactures Products per Buyer’s specifications.
1.4. “Incoterms” means the international rules for interpretation of trade terms as defined by the International Chamber of Commerce (ICC) in Incoterms® 2020.
2. Offer and Acceptance
2.1. Price offer are valid for thirty (30) days unless otherwise stated and are subject to change or withdrawal without notice.
2.2. A binding PO/Contract is formed only upon Seller’s written confirmation of Buyer’s purchase order and/or signed Proforma Invoice.
2.3. Any modifications to the PO/Contract must be mutually agreed upon in writing.
3. Product Specifications and Custom Manufacturing
3.1. All Products shall be manufactured strictly according to specifications, designs, drawings, and materials supplied or approved by Buyer.
3.2. Seller shall not be liable for any infringement of third-party rights arising from compliance with such specifications.
3.3. Buyer shall be solely responsible for ensuring the accuracy and legality of all technical specifications and designs.
4. Prices and Payment
4.1. Prices are exclusive of VAT, customs duties, levies, and any other applicable taxes unless expressly stated.
4.2. Payment shall be made in the currency and method specified in the invoice.
4.3. Interest on overdue payments shall accrue at a rate of 1.5% per month or the highest rate permissible under applicable law.
4.4. Seller may suspend performance or delivery if Buyer fails to make timely payment.
5. Delivery, Title, and Risk of Loss
5.1. Delivery shall be made according to the agreed Incoterms® 2020 term (e.g., FOB Ho Chi Minh).
5.2. Delivery timelines are estimates and not guaranteed unless expressly agreed as binding.
5.3. Risk of loss shall pass to Buyer in accordance with the applicable Incoterm.
5.4. Title to Products shall not pass to Buyer until full payment is received, notwithstanding delivery or risk transfer.
6. Inspection and Acceptance
6.1. Buyer shall inspect Products within seven (7) days of delivery. Failure to notify Seller of any defect or non-conformity within this period shall constitute irrevocable acceptance.
6.2. Claims for quantity or specification discrepancies must be supported by documentation, including photographs, inspection reports, or third-party verification.
6.3. No Products may be returned without Seller’s prior written consent.
7. Limited Warranty
7.1. Seller warrants that Products shall conform to the agreed specifications and be free from material defects in workmanship for a period of twelve (12) months from the date of shipment.
7.2. Seller’s liability under warranty shall be limited, at its option, to:
a) replacement of the defective Product,
b) repair of the defective Product, or
c) refund of the purchase price of the defective Product.
7.3. This warranty excludes damage caused by:
a) misuse, improper handling or storage;
b) modification or repair not authorized by Seller;
c) normal wear and tear;
d) force majeure events.
7.4. Buyer must provide prompt written notice of any warranty claim and cooperate fully with Seller’s investigation.
8. Intellectual Property
8.1. All intellectual property rights in Seller’s tooling, designs, methods, and processes remain the sole property of Seller unless otherwise transferred in writing.
8.2. Buyer warrants that any design, trademark, or specification it provides does not infringe the intellectual property rights of third parties.
8.3. Buyer shall indemnify, defend, and hold Seller harmless from any claims or liabilities arising from alleged IP infringement caused by Buyer-provided specifications or materials.
9. Confidentiality
9.1. Each party shall treat as confidential all non-public, technical, financial, commercial, or proprietary information disclosed in connection with the Contract.
9.2. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.
10. Limitation of Liability
10.1. Under no circumstances shall Seller be liable for any indirect, incidental, punitive, special, or consequential damages, including but not limited to loss of profits, loss of business, or reputational harm.
10.2. Seller’s total cumulative liability under any Contract shall not exceed the total amount paid by Buyer for the specific Products giving rise to the claim.
11. Force Majeure
11.1. Seller shall not be liable for delay or non-performance arising from causes beyond its reasonable control, including but not limited to:
a) natural disasters, pandemics, or epidemics;
b) war, terrorism, strikes, or labor disputes;
c) governmental restrictions, port closures, or transportation issues;
d) shortage of materials or power outages.
11.2. In such cases, Seller’s obligations shall be suspended for the duration of the force majeure event.
12. Termination
12.1. Seller may terminate the Contract immediately by written notice if Buyer:
a) becomes insolvent or bankrupt;
b) breaches any material obligation and fails to cure within fourteen (14) days of notice;
c) fails to make timely payment.
12.2. Upon termination, Seller may retain all payments made and shall be entitled to compensation for all completed work and materials procured.
13. Compliance and Export Control
13.1. Legal Compliance
Buyer shall at all times comply with all applicable national and international laws, rules, and regulations, including but not limited to those relating to anti-bribery and corruption (e.g., U.S. Foreign Corrupt Practices Act, UK Bribery Act), anti-money laundering, environmental laws, labor regulations, and fair competition.
13.2. Export Control and Sanctions
Products and related technical information may be subject to export control and trade sanctions laws, including those of the United Nations, the United States, the European Union, and Vietnam. Buyer agrees:
· not to export, re-export, or transfer any Product in violation of such laws;
· not to sell or provide Products to any entity or individual listed on restricted or sanctioned party lists;
· to obtain all required licenses or approvals prior to re-export or resale where applicable.
13.3. Data Privacy and Protection
Each party shall comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), when processing any personal data exchanged under the Contract. Personal data shall be lawfully obtained, used solely for contractual or legal purposes, and protected with appropriate security measures; a separate data processing agreement (DPA) shall be executed if legally required.
14. Governing Law and Dispute Resolution
14.1. These Terms and any Contract shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam, without regard to its conflict of law principles.
14.2. Any dispute, controversy, or claim arising out of or in connection with the Contract, including any question regarding its existence, validity, interpretation, or termination, shall be finally resolved by arbitration administered by the Korean Commercial Arbitration Board (KCAB) in accordance with the International Arbitration Rules of the KCAB then in force.
14.3. The seat (place) of arbitration shall be Seoul, Republic of Korea. The arbitration shall be conducted in the English language. The arbitral award shall be final and binding on both parties and enforceable in any jurisdiction.
15. General Provisions
15.1. These Terms constitute the entire agreement between the parties and supersede all prior representations and communications.
15.2. No amendment or waiver of these Terms shall be effective unless in writing and signed by both parties.
15.3. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.4. Buyer may not assign or transfer its rights without Seller’s prior written consent. Seller may assign the Contract without Buyer’s consent.
15.5. The failure of either party to enforce any right shall not constitute a waiver of that or any other right.
For further details or specific contractual modifications, please contact:
BETHEL VINA CO., LTD.
Address: Hoa Khanh Tay, Duc Hoa, Long An Province, Vietnam
Email: bethel@bethelpack.net
Phone: +84-272-3813-951 to 53
Website: www.bethelvina.com
