Hợp đồng gia công là gì? Có hình thức thế nào?

Currently, product outsourcing is a service that is quite popular and is interested by many investors. However, not everyone knows the legal regulations related to this outsourcing service. The following article will analyze and clarify the legal provisions related to outsourcing contracts.

What is an Outsourcing Contract?

Question: I have signed a contract to process wooden cabinets with company A. However, I don’t know what kind of contract is the processing contract? – Phuong Nam (Nghe An)

Pursuant to the provisions of Article 542 of the 2015 Civil Code, there are provisions:

“A processing contract is an agreement between parties whereby the processor performs work to create products at the request of the outsourcing party, the outsourcing party accepts the product and pays wages.”

In addition, according to Article 178 of the 2005 Commercial Law, there are also provisions:

“Commercial processing is a commercial activity whereby the processor uses part or all of the raw materials and materials of the ordering party to perform one or more stages in the production process as required. the request of the outsourcing party to receive remuneration.”

Therefore, we can understand that a processing contract is an agreement between the parties, in which the processor will use part or all of the raw materials and materials provided by the ordering party to create products. at the request of the ordering party, the ordering party is obliged to pay wages after receiving the products.

What is an outsourcing contract? What form is there? (Illustration)

What is the form of the latest outsourcing contract?

Question: Please ask: My company wants to ask company B to process 100 workbenches. However, I don’t know what the content of the outsourcing contract needs to be and what form the contract should have?

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

——-

ORDER PROCESSING CONTRACT

(No.: …… /HĐGĐH)

Pursuant to the 2015 Civil Code;

Pursuant to the Commercial Law 2005.

Today, day … month … year …, At …………… We include:

Party A: (Ordering party) ……………………………………………………

Address: ……………………………………………………

Phone: …………………………………………………

Fax: ……………………………………………………

Tax code: …………………………………………………

Account No: ……………………………………………………

By Mr. (Mrs.): ……………………………………………………

Position: …………………… as representative.

Party B (Manufacturing and processing party)

Address: ……………………………………………………

Phone: …………………………………………………

Fax: ……………………………………………………

Tax code: …………………………………………………

Account No: ……………………………………………………

By Mr. (Mrs.): ……………………………………………………

Position: …………………… as representative.

The two parties agree to the contract contents as follows:

ARTICLE 1: OBJECTIVES OF THE CONTRACT.

1.1. Name of goods to be produced:

1.2. Quality specification:

……………………………………………………

……………………………………………………

ARTICLE 2: MAIN AND SUBJECT MATERIALS.

2.1. Party A is responsible for supplying ceramic main materials:

a) Name of each type… Quantity… Quality ……

b) Delivery time …… At the place: ………………

c) Responsibility for preservation: Party B takes all responsibility for the quantity and quality of materials supplied by Party A and must use the right kind of materials delivered to produce products.

2.2. Party B is responsible for supplying materials for production:

a) Name of each type …… Quantity …… Unit price (or Regulation of quality according to content, according to standards)

…………………….

b) Party A provides money in advance to buy the above materials. Total cost is: ……

ARTICLE 3: RIGHTS AND OBLIGATIONS OF PARTY A.

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3.1. Party A has the following obligations:

a) Supply materials in the right quantity, quality, time and place to Party B, unless otherwise agreed; provide necessary documents related to the processing;

b) Instructing Party B to perform the contract;

c) Take responsibility for the legality of intellectual property rights of processed goods, raw materials, materials, machinery and equipment used for processing and transfer to Party B.

d) Pay wages as agreed.

3.2. Party B has the following rights:

a) Receive back all processed products, leased or lent machinery and equipment, raw materials, auxiliary materials, supplies, scraps, redundant supplies, waste products and scraps in the correct quantity and quality , the agreed method, time and place;

b) Appoint a representative to inspect and supervise the processing at the processing place, appoint experts to provide technical guidance on production and check the quality of processed products as agreed in the processing contract.

c) Sell, destroy, donate on the spot processed products, leased or lent machinery and equipment, redundant raw materials, auxiliary materials, supplies, waste products and scrap as agreed upon and in accordance with regulations of law. provisions of law.

d) Unilaterally terminate the contract performance and claim compensation for damage when Party B seriously violates the contract;

e) In case the product is not of good quality and Party A agrees to receive the product and requests repair, but Party B cannot repair it within the agreed time limit, Party A has the right to cancel the contract and request the repair. claim for damages.

ARTICLE 4: RIGHTS AND OBLIGATIONS OF THE PARTY

4.1. Party B has the following obligations:

a) Preserving materials provided by Party A;

b) Supplying part or all of raw materials and materials for processing according to the agreement with Party A on quantity, quality, technical standards and price.

c) Notify Party A to exchange for other materials, if the raw materials are not of good quality; refuse to perform processing, if the use of raw materials may create products hazardous to society; in case of failure to notify or refuse to accept responsibility for the products created;

d) Deliver products to Party A in the right quantity, quality, method, time limit and agreed place;

e) Keep confidential information about the processing process and products created;

f) Be responsible for the quality of the product, unless the product does not meet the quality requirements due to the raw materials provided by Party A or the unreasonable instructions of Party A.

g) Return the remaining materials to Party A after completing the contract.

h) Take responsibility for the legitimacy of goods processing activities in cases where the processed goods are banned from trading, from export or from import.

4.2. Party B has the following rights:

a) Request Party A to deliver materials with the agreed quality, quantity, deadline and place;

b) Refuse unreasonable instructions of Party A, if it is found that such instructions may reduce product quality, but must immediately notify Party A;

c) Request Party A to pay full wages according to the agreed time and method.

ARTICLE 5: PRODUCTION AND DELIVERY TIME

5.1. Party B starts production from: ……………………

During the production process, Party A has the right to inspect and request Party B to produce according to the agreed product model starting from the date of putting materials into production (if necessary).

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Product delivery time: ……………………

5.2. If delivered in batches:

a) Phase 1: Date ………… place ……………………

b) Phase 2: Date ………… place ……………………

c) Phase 3: Date …………. place ……………………

If Party A does not receive it on time, it will be fined for storage of ……

If Party B does not deliver the goods on time, the place will have to compensate the costs …

……………………………………………………

ARTICLE 5: CONTRACT GUARANTEE TERMS (If any)

……………………………………………………

……………………………………………………

ARTICLE 6: PAYMENT

Agree to pay in full or in installments after receiving the goods.

Payment by cash or bank transfer …………………….

ARTICLE 7: RESPONSIBILITIES FOR VIOLATIONS OF CONTRACT

7.1. Violation of quality: (rework, discount, repair, material compensation, etc.)

7.2. Quantity violation: Damaged materials must be compensated for materials at current prices ……

7.3. Sign contract without performance: Penalty up to …………% of contract value.

7.4. Violation of payment obligations: Compensation according to bank interest rates, etc….

ARTICLE 8: PROCEDURES FOR SETTLEMENT OF CONTRACT DISPUTES.

8.1. The two parties need to proactively notify each other about the progress of the contract implementation, if any adverse problems arise, the parties promptly notify each other and actively discuss and resolve on the basis of negotiation to ensure that both parties mutual benefit (with minutes).

8.2. If there is a dispute that cannot be negotiated on its own, the complaint will be filed with the Court.

ARTICLE 9: OTHER AGREEMENT (If any)

…………………………… ……………..

…………………………… ……………..

ARTICLE 10: VALIDITY OF CONTRACT

This contract is valid from ………… to ……

The two parties will hold a meeting and make a record of contract liquidation after ………… on. Party A is responsible for organizing it at an appropriate time and place.

The contract is printed as …………. (………….) copies, each party keeps one copy and has the same value.

REPRESENTED BY A

position

(Signature, seal)

REPRESENTATIVE OF THE PARTY

position

(Signature, seal)

What types of goods are allowed to be processed?

Question: What kind of goods can I ask company A to process? Are all goods allowed to be processed?

According to the provisions of Article 180 of the Commercial Law 2005, processed goods must satisfy the following conditions:

– Processed goods are not in the categories of goods banned from trading.

According to the provisions at point a, point b, point c, clause 1, Article 6 of the Law on Investment 2020, there are regulations on goods banned from trading such as: narcotics according to Appendix I of this Law; mineral chemicals according to Appendix II of this Law; specimens of wild plant and animal species extracted from the wild according to Appendix I to the Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of endangered, precious and rare species of forest plants, animals and aquatic animals of Group I, which are exploited from the wild according to Appendix III of this Law;

– Processed goods banned from business or import and export can only be processed when they are processed for foreign traders for consumption abroad and must be permitted by a competent state agency.

According to the provisions in Appendix I of Decree 69/2018/ND-CP, there are regulations on prohibited export items such as weapons, ammunition, explosives, military technical equipment; Cryptographic products used to protect State secret information; Round timber, sawn timber of all kinds from domestic natural forest wood;…

Items banned from import such as: used goods, including: textiles, footwear, clothing; Electronics; Refrigeration; Eletric Things; Medical equipment; Decorate products; Household goods made of ceramic, crockery, glass, metal, plastic, rubber, plastic and other materials…

Therefore, individuals and organizations are only allowed to process goods that are permitted by law.

How is the processing fee determined?

Question: Please ask: I have signed a contract to process 20 Buddha statues with X company. However, the processing contract does not have any regulations on processing fee. So in this case, how is the processing fee I have to pay to company X?

According to the provisions of Article 183 of the Commercial Law 2005 and Article 552 of the Civil Code 2015, the principle of remuneration for processing is prescribed as follows:

– The processing party may receive processing labor in cash or in processed products, equipment and machinery used for processing;

– If processing goods for a foreign organization or individual and the processor receives remuneration in the form of processed products, machinery and equipment used for processing, these objects must comply with the provisions of law on import.

– The party ordering the processing must pay full wages at the time of product delivery, unless otherwise agreed by the parties;

– If the parties do not have an agreement on the level of processing remuneration, the level of processing remuneration shall be determined based on the average remuneration for the creation of products in the same processing place and the time of payment.

– If the outsourcing party supplies raw materials and gives unreasonable instructions, which leads to the processed products being unsatisfactory, the ordering party has no right to reduce the processor’s wages.

Apply the law to your case. Due to the processing contract between you and company X, there is no agreement on processing remuneration. Therefore, the processing fee will be determined by the parties based on the average salary for the creation of 20 Buddha statues at a processing location and the time of payment.

Here is the answer about Processing contract. If you have any doubts, please send us a question for assistance.

>> What is a civil contract? What are the common civil contract forms today?

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