Drafting and consulting commercial contracts service in Vietnam

Definition of commercial contracts:

Commercial contracts mean civil contracts which have agreements between traders referring to commercial transactions (activities to generate profits, including sale and purchase of goods, provision of services, investment, commercial promotion, and other activities for the profit purpose) about the establishment, modification, or termination of rights and obligations of commercial activities.

Legal basis of drafting commercial contracts in Vietnam:

– Law No. 91/2015/QH13 dated November 24, 2015, The Civil Code.

– Commercial Law No.36/2005/QH11, passed by the National Assembly.

– Legislations refer to commercial contracts: Construction law, Tourism law, Publishing law, real estate trading law, intellectual property law, technology transfer law,…

– When Commercial contract relations having foreign elements refer to selling and purchasing goods with Vietnamese traders, Contracts for the International Sale of Goods in 1980 (CISG) is applicable. 

The features of commercial contracts:

The parties of commercial contracts.

Parties of commercial contracts are traders or one of whom is a trader (having business registration), such as enterprises, Business Households, individuals who have business registration, other organizations, and individuals conducting commerce-related activities. Parties who are traders are particular features of commercial contracts.

Formalities for commercial contracts.

According to commercial law in 2005, several commercial contracts must be made in writing or other forms of validity equivalent to documents: international goods sale and purchase contracts.

With the experience of drafting and consulting commercial contracts, Viet An law firm always recommends traders to make commercial contracts in writing to guarantee rights and obligations of parties of commercial contracts and to become dispute settlement basis arising during the contract performance period when agreeing on commercial contracts.

The fine level for breaching commercial contracts.

Because commercial relations are particular civil relations, several commercial contracts’ contents are more special than civil relations. Especially about fines against contract violations, according to commercial law in 2005, the fine level for breaching commercial contracts is 8% maximum of contracts’ value. If parties have the provision providing a fine level of more than 8%, this provision will be void.

 Statute of limitations for initiating lawsuits.

The statute of limitations for lawsuits applicable to commercial disputes shall be two years from the moment when the legitimate rights and interests are infringed. Therefore, in dispute circumstances, parties of commercial contracts should notice a statute of limitations for initiating lawsuits to bring a lawsuit to the dispute settlement agency at the right time. If not, parties may lose the right to bring a lawsuit to protect their right legally.

Several types of commercial contracts which Viet An Law firm had drafted and consulted for clients.

• Drafting and consulting contracts refer to trade in goods: goods sale and purchase contracts, processing contracts, commercial brokerage contracts, commercial cooperation contracts, agency contracts, mandate contracts for purchase and sale of goods, international goods sale and purchase contracts.
• Drafting and consulting business cooperation contracts: business cooperation contracts between natural and legal persons, business cooperation contracts between legal persons, business cooperation contracts between Vietnamese traders and foreign traders.
• Drafting and consulting intellectual property rights transfer contracts including consulting trademark license agreement, intellectual property right transfer contracts, industrial property right transfer contracts, franchise contracts.
• Drafting and consulting capital contribution contracts, mandate contracts for capital management, mergers and acquisitions contract, authorization contracts.
• Drafting and consulting real estate investment contracts: Transfer, renting, leasing, brokerage, management, business cooperation refer to real estate.
• Drafting and consulting contracts in the construction field: consulting design, consulting construction, project management consulting contract, turnkey contract, engineering procurement, and construction contracts.
• Drafting and consulting contracts in the transport sector: delivery contracts, warehouse rental contracts, logistic contracts, car rental contracts…

Drafting and consulting contracts in the field of financial and insurance: Guarantee contracts, 

• pledge agreements, mortgage agreements, loan contracts, life insurance contracts, property insurance, professional liability insurance.
• Drafting and consulting commercial, service contracts: sponsorship contracts, advertising contracts, service supply contracts.
• Drafting and consulting projects transfer contracts, stock purchase, and transfer contracts (including Shares, bonds, and valuable papers).
• Drafting and consulting contracts refer to labor relations: labor contracts, non-disclosure agreements; non-compete agreements; training contracts, human resources recruitments, labor rules, collective labor agreements.
• Drafting and consulting contracts in civil transactions: common property division contract, Contracts for borrowing property, Contracts for a loan of money, Lease contracts of houses, Contracts for borrowing houses,…

Drafting and consulting commercial contracts service of Viet An Law firm

• Commercial contracts are legal bases for individuals and organizations to conduct commercial activities such as selling and purchasing goods, supplying services. These contracts may ensure agreements between parties are performed correctly and legally. Moreover, the legitimate rights and interests of traders may be protected with commercial contracts when there are disputes between parties. Lawyers of Viet An law firm, having prestige, experiences and knowledge refer to commercial transactions, can support clients in drafting and consulting commercial contracts and ensure the benefits for clients.
• Clients should use the drafting and consulting commercial contracts service of Viet An Law firm when negotiating and entering into contracts instead of after having disputes. Drafting and consulting commercial contracts service will guarantee the contents of contracts and restrict the risks while entering and performing contracts; therefore, it reduces the payment and risk restrictions.
• Lawyers of Viet An law firm having professional knowledge, reality experience will provide drafting and consulting commercial contracts service for clients effectively. Therefore, several enterprises having legal departments still use the services of Viet An law firm for commercial contracts to guarantee the contents of contracts and restrict the risks while entering and performing contracts.
• Lawyers of Viet An law firm will support clients in analyzing their issues, looking for legislation, and then draft commercial contracts according to clients’ requirements.
• Lawyers of Viet An law firm will make all their effort to provide drafting and consulting commercial contracts service effectively and restrict the risks for clients.

For any information relating to drafting and consulting commercial contracts service, please contact Viet An Law firm to have the best and detailed advice.