Vietnam Goods Sale and Purchase Contract Template
The source cited the superseded 2005 Civil Code, headed its price table in a unit a thousand times out from the column label, contradicted itself on delivery and carriage, and skipped an article number. All corrected here, with passing of risk and complaint periods added.
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In .docx format, free and without sign-up. The Vietnamese version prevails within Vietnam; the Chinese and English versions are for comprehension.
Key compliance points
- When risk passes depends on whether a place of delivery was agreed if it was, on delivery there (even where the seller retains the documents of title); if not and the goods are carried, on handing them to the first carrier.
- Complaint periods: 3 months for quantity, 6 months for quality (3 months after warranty expiry where there is one), 9 months for other breaches all from delivery. The source had no such clause — a buyer raising a quality complaint seven months on has already lost the right.
- Daily penalties remain subject to the 8% cap once accumulated. The source set four penalties of 0.05% a day with no cap at all — 160 days reaches the statutory ceiling.
- The governing texts are the 2015 Civil Code (91/2015/QH13) and the 2005 Commercial Law (36/2005/QH11). The 2005 Civil Code (33/2005/QH11) cited by the source has been superseded.
Legal basis
| Instrument | Substance | Effective |
|---|---|---|
| Luật Thương mại 36/2005/QH11 — Điều 57, 58 | Passing of risk: at the agreed place of delivery, or on handing to the first carrier | — |
| Luật Thương mại 36/2005/QH11 — Điều 318 | Complaint periods: quantity 3 months / quality 6 months / other 9 months | — |
| Luật Thương mại 36/2005/QH11 — Điều 301 | Aggregate penalty not exceeding 8% of the value of the obligation breached | — |
| Bộ luật Dân sự 91/2015/QH13 | The Civil Code in force (superseding the 2005 Code) | — |
Establish these before use
- 1Which delivery method applies (it determines when risk passes)
- 2Whether the consignment attracts VAT at 10% or 8% (expiring 31 Dec 2026)
- 3Whether complaint periods are agreed or left to the statutory defaults
- 4Whether the daily penalties, accumulated, could reach the 8% cap
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Disclaimer
This document is general reference material and does not constitute legal advice. Rules vary with sector, locality and the specific arrangement; have a Vietnamese-qualified lawyer or tax practitioner review your circumstances before relying on it. Vietnamese law changed frequently across 2025–2026 — confirm the position remains current before use.