An international sale of goods contract in Vietnam is, under Vietnamese law, the contract behind an export, import, temporary import for re-export, temporary export for re-import or transit trade, and it must be made in writing or in an equivalent form (Article 27(1) and (2) of the Commercial Law 36/2005/QH11, Consolidated Text 113/VBHN-VPQH). Vietnam has also been a party to the UN Convention on Contracts for the International Sale of Goods (CISG) since 1 January 2017. If your company sells to, or buys from, a Vietnamese company and your place of business is in another Contracting State, the CISG will usually govern the contract unless you exclude it, with Vietnamese law covering the issues the Convention leaves out.
Two points catch foreign parties to an international sale of goods contract off guard. Vietnam made a declaration under Articles 12 and 96 of the CISG, so the CISG rules allowing a contract to be formed or varied orally do not apply where a party is in Vietnam. And the CISG says nothing about penalty clauses, which leaves room for the Commercial Law's 8% cap. This guide works from the official CISG text, the UN treaty records and the 2025 consolidated Commercial Law, current on 13 October 2026.
Two definitions: what counts as an international sale of goods contract in Vietnam?#
Vietnamese law and the CISG use different tests, and the gap decides whether the Convention applies.
| Commercial Law | CISG | |
|---|---|---|
| What makes it international | The goods cross a customs border: export, import, temporary import or export, transit (Articles 27 to 30) | The parties' places of business are in different States (Article 1(1)) |
| Nationality | Applies to traders and commercial activity (Articles 1 and 2) | Nationality and the civil or commercial character of the parties are irrelevant (Article 1(3)) |
| Form | Writing or an equivalent form, including data messages (Article 27(2); Article 3(15)) | No form required (Article 11), but see Vietnam's declaration below |
| Excluded sales | Covers all movable property and things attached to land (Article 3(2)) | Consumer goods, auctions, sales on execution, securities, money, ships, aircraft, electricity (Article 2) |
Our analysis of three common cases:
- Selling to an export processing enterprise. Moving goods into a separate customs area counts as an export under Article 28(1) of the Commercial Law, but if both parties have their places of business in Vietnam, the CISG does not apply.
- A Vietnamese subsidiary buying from its foreign parent. The CISG ignores who owns the buyer. Two places of business in two Contracting States are enough.
- Contracting through a Vietnamese branch. Where a party has several places of business, the relevant one is the place with the closest relationship to the contract and its performance (Article 10(a)). A contract run through your Vietnam branch may be a domestic sale.
Does the CISG or Vietnamese law govern an international sale of goods contract in Vietnam?#
Vietnamese conflict rules give priority to treaties to which Vietnam is a party (Article 664(1) and Article 665 of the Civil Code 91/2015/QH13; Article 5(1) of the Commercial Law). According to the UNCITRAL status page and the UN Treaty Collection (Chapter X.10), Viet Nam acceded on 18 December 2015 and the Convention entered into force for it on 1 January 2017. Work through five questions for any international sale of goods contract with a Vietnamese party.
On 13 October 2026 the UNCITRAL status page listed 97 States parties, including China, Japan, the Republic of Korea, the United States, Singapore, Germany, Australia and Laos. Thailand, Malaysia, Indonesia, India, the Philippines, Cambodia and the United Kingdom were not listed. China, the United States, Singapore and Laos have declared that they are not bound by Article 1(1)(b). Check the list again before signing.
Governing law: does choosing "Vietnamese law" exclude the CISG?#
Article 6 allows exclusion but does not say how. The prevailing view in international arbitral and court practice is that choosing the law of a Contracting State, without more, does not exclude the CISG, because the Convention is part of that State's law. We have not found Vietnamese guidance or case law on the point. State your intention in the governing law clause:
- To apply it: "This contract is governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG) and, for matters it does not govern, by the laws of Vietnam."
- To exclude it: "The application of the CISG is excluded. This contract is governed by the laws of Vietnam."
What the CISG leaves to national law#
The CISG governs only formation and the rights and obligations of seller and buyer (Article 4). It does not cover validity of the contract or of a clause (Article 4(a)), title (Article 4(b)), death or personal injury caused by the goods (Article 5), or limitation periods. The limitation period follows the law governing the relationship (Article 671 of the Civil Code); under Vietnamese law it is two years from the date the rights were infringed (Article 319 of the Commercial Law; Article 33 of the Law on Commercial Arbitration for arbitral claims).
Form: Vietnam's Article 96 declaration and what it means for your contract#
Article 11 of the CISG says a sales contract need not be in writing and may be proved by any means, including witnesses. Article 96 lets a State whose law requires written sales contracts opt out, and Vietnam did so under Articles 12 and 96: any provision of Article 11, Article 29 or Part II that allows a contract, its modification or termination, or an offer or acceptance, in a form other than writing does not apply where any party has its place of business in Vietnam. Parties cannot contract out of Article 12.
The declaration only switches off the CISG's freedom of form. The prevailing international view is that form is then decided by the law designated by the forum's conflict rules; some foreign courts have instead treated the declaration as requiring writing. For an international sale of goods contract in Vietnam, this means:
- Do not rely on oral agreements. In Vietnam, form follows the law governing the contract, and a contract that fails that test but meets the form rules of the place of signing or of Vietnamese law is still recognised (Article 683(7) of the Civil Code). Where Vietnamese law applies, the contract must be in writing or an equivalent form (Article 27(2) of the Commercial Law).
- Email can be enough. The Commercial Law treats data messages as equivalent to writing (Article 3(15)), so an email exchange, purchase order and order confirmation can form the contract. The CISG itself only says writing includes telegram and telex (Article 13), and views differ on how the declaration applies to email. The safe course is a signed contract, including an electronic signature.
- Put variations in writing too. A phone agreement to extend delivery or cut the price is weak evidence. Require every amendment to be a written addendum signed by an authorised signatory.
On formation, the CISG has detailed rules the Commercial Law lacks: an offer must be sufficiently definite and show intent to be bound (Article 14(1)); a price list sent to the market is an invitation to make offers (Article 14(2)); an offer that indicates it is irrevocable, by fixing a time for acceptance or otherwise, cannot be revoked (Article 16(2)(a)); silence is not acceptance (Article 18(1)); and a reply that changes price, payment, quality, quantity, delivery, liability or dispute resolution is a counter-offer (Article 19(1) and (3)). When purchase orders and order confirmations carry conflicting standard terms, the CISG has no specific rule; the last set sent may prevail, but approaches differ, so align them before shipping.
CISG and the Commercial Law compared: the default rules that matter in disputes#
If an international sale of goods contract in Vietnam is silent, these defaults decide the outcome.
| Issue | CISG | Commercial Law |
|---|---|---|
| Fundamental breach | Substantially deprives the other party of what it was entitled to expect, unless not foreseeable (Article 25) | Prevents the other party from achieving the purpose of the contract; no foreseeability test (Article 3(13)) |
| Notice of defects | Examine as soon as practicable, or on arrival where goods are carried (Article 38); give notice within a reasonable time and at the latest two years after handover, unless inconsistent with a guarantee period (Article 39) | As agreed; otherwise 3 months (quantity) and 6 months (quality) from delivery, 9 months for other breaches from the date performance was due; under a warranty, counted from its expiry (Article 318) |
| Extra time for the defaulting party | The injured party may fix an additional period and avoid if the goods are still not delivered, or the price not paid or delivery not taken, by its end (Articles 47, 49, 63, 64); no court or tribunal may grant a period of grace (Articles 45(3) and 61(3)) | The injured party may grant a reasonable extension when seeking specific performance (Article 298) |
| Price reduction | Available, in proportion to the value of the goods delivered against conforming goods (Article 50) | Not listed in Article 292; agree it as an "other measure" (Article 292(7)) |
| Damages | Include lost profit, capped at loss foreseeable at signing (Article 74); substitute transaction or market price formulas (Articles 75 and 76) | Actual, direct loss plus direct profit that would have been earned (Article 302(2)); claimant must prove it (Article 304) |
| Penalty | Not addressed | Only if agreed, capped at 8% of the value of the breached obligation (Articles 300 and 301) |
| Late-payment interest | Due, but no rate set (Article 78) | Average market rate for overdue debt, unless agreed otherwise (Article 306) |
| Exemption | Impediment beyond control, not foreseeable at signing, unavoidable; notice required; exempts from damages only (Article 79) | Four grounds (Article 294); immediate written notice (Article 295); force majeure extension capped at 5 or 8 months (Article 296) |
The conformity tests (Article 35(2) CISG; Article 39(1) Commercial Law) and the passing of risk where goods are carried (Article 67 CISG; Article 58 Commercial Law) are close to identical. The CISG speaks of an "impediment", not force majeure as defined in Article 156(1) of the Civil Code, so list the events, notice steps, evidence and termination right in the contract; see force majeure in Vietnam.
Does the 8% penalty cap apply to an international sale of goods contract governed by the CISG?#
The CISG does not deal with penalty clauses, and validity of a clause is outside its scope (Article 4(a)). Our reading is that the validity and limits of a penalty clause are for the applicable national law; if that is Vietnamese law, Article 301 of the Commercial Law may cap the penalty at 8% of the value of the breached obligation. We have not found Vietnamese case law or official guidance on this point for CISG contracts, so treat it as a risk, not a settled rule. A safer drafting approach: tie the penalty to each shipment, keep it within 8% of that shipment's value if Vietnamese law may apply, and say whether damages are recoverable on top (Article 74 CISG; Article 307(2) Commercial Law). How the cap is calculated is explained in penalty for breach of contract in Vietnam.
Incoterms 2020: choosing the right rule#
Incoterms are International Chamber of Commerce (ICC) rules and bind the parties only if the international sale of goods contract incorporates them. The current edition is Incoterms 2020; older editions remain usable, so name the edition, for example "FCA Cat Lai Port, Incoterms® 2020". The ICC text is proprietary; the summary below is high level.
| Group | Rules | In short |
|---|---|---|
| Any mode of transport | EXW, FCA, CPT, CIP, DAP, DPU, DDP | From EXW (delivery at the seller's premises) to DDP (delivery at destination, import-cleared). DPU replaced the 2010 DAT |
| Sea and inland waterway | FAS, FOB, CFR, CIF | Delivery is linked to the vessel at the port of shipment |
According to the ICC, Incoterms do not deal with transfer of title, price, payment or remedies for breach. Under the Commercial Law, title passes on handover unless the law or the parties provide otherwise (Article 62); the CISG leaves title to national law (Article 4(b)). A seller that wants to keep title until paid needs a separate retention of title clause.
Common mistakes:
- FOB, CFR or CIF for container cargo. Containers are usually handed to the carrier at a terminal before loading; the ICC recommends FCA, CPT or CIP for this. Incoterms 2020 lets the parties agree under FCA that the carrier issues an on-board bill of lading to the seller for letter of credit purposes, though the ICC notes the carrier is not obliged to do so.
- Wrong insurance level. By default, CIF requires only minimum cover under Institute Cargo Clauses (C), while CIP requires Clauses (A); parties may agree otherwise. If the letter of credit asks for (A) cover and the contract just says CIF, the documents may not match.
- No named place, such as "FOB Vietnam", which leaves the point where risk passes undefined.
- Conflicting clauses, for example CIF combined with a clause that risk passes at the buyer's warehouse. Agreed terms override the default risk rules (Articles 57 to 61 Commercial Law; Article 6 CISG), so the conflict becomes the dispute.
- DDP or DAP into Vietnam by a foreign seller. Under DDP the seller must clear the goods for import in Vietnam. Delivery inside Vietnam, or installation and warranty services bundled with the goods, may also bring the seller into foreign contractor tax.
Clause checklist for an international sale of goods contract in Vietnam#
Vietnamese law prescribes no template and no mandatory list of contents. These are the clauses of an international sale of goods contract worth writing yourself, because the defaults rarely suit both sides.
| Clause | What to write | If silent |
|---|---|---|
| Parties | Legal name, country of registration, relevant place of business, authorised signatory | Place of business decides whether the CISG applies (Articles 1 and 10) |
| Goods | Description, specifications, HS code, origin, packing, marks; check licences and conditions under the Foreign Trade Management Law 05/2017/QH14 | Restricted or conditional goods may be traded only if all conditions are met (Article 25 Commercial Law) |
| Quality and inspection | Standard or approved sample; who inspects, where, which certificate is final, who pays | Fit for ordinary purpose (Article 35(2) CISG; Article 39(1) Commercial Law) |
| Quantity tolerance | For example plus or minus 5% at the seller's option, and the price for the difference | The buyer may refuse excess and pays the contract rate if it takes it (Article 52(2) CISG; Article 43 Commercial Law) |
| Price | Currency, unit price, Incoterms rule and edition, price adjustment | Price by weight means net weight (Article 56 CISG; Article 53 Commercial Law) |
| Payment | Method (transfer, collection, letter of credit), timing, documents, bank charges | CISG: when goods or documents are placed at the buyer's disposal (Article 58(1)); Commercial Law: on delivery of goods or documents (Article 55(1)) |
| Delivery and documents | Date or period, partial shipment, transhipment; invoice, packing list, bill of lading, certificate of origin, inspection certificate, insurance | Documents as agreed in time, place and form (Article 34 CISG; Article 42 Commercial Law) |
| Claims | Days from arrival, content and evidence | "Reasonable time" (Article 39 CISG) or 3/6/9 months (Article 318 Commercial Law) |
| Force majeure | Events, notice, evidence, maximum suspension, termination right | Extension capped at 5 or 8 months, not for fixed-date deliveries (Article 296 Commercial Law) |
| Penalty, damages, liability cap | Penalty per shipment, cap, whether damages are added, exclusion of indirect loss | Validity follows national law (Article 4(a) CISG) |
| Governing law | Say whether the CISG applies or is excluded | In a Vietnamese court, law of the seller's place of incorporation, unless another country is more closely connected (Article 683(2) and (3) Civil Code); in arbitration, the law the tribunal considers most appropriate (Article 14(2) of the Law on Commercial Arbitration) |
| Disputes and language | One arbitral institution with its own rules, or a court; prevailing language version | Language of arbitration as agreed, otherwise decided by the tribunal (Article 10(2) Law on Commercial Arbitration) |
Three drafting notes:
- Letters of credit. UCP 600 is an ICC rulebook that applies when the credit incorporates it; banks examine documents, not goods. The document list in the contract, the credit and the Incoterms rule must match.
- Foreign arbitration. Foreign awards can be recognised and enforced in Vietnam under the New York Convention and the Civil Procedure Code; see commercial arbitration in Vietnam.
- Repeat orders. Many suppliers sign a framework agreement and then trade on purchase orders; make sure each order incorporates the framework so its governing law and arbitration clauses cover it. If you sell through an intermediary in Vietnam rather than directly, see commercial agency contracts in Vietnam.
Questions foreign companies ask#
Is there an official template for an international sale of goods contract in Vietnam? The Commercial Law prescribes none and we know of no official form. This guide does not include a downloadable template.
Is an international sale of goods contract concluded by email valid? Under Vietnamese law, data messages are equivalent to writing (Articles 27(2) and 3(15) of the Commercial Law). Keep a signed version, including an electronic signature, and the full exchange.
Does the Vietnamese party need a licence to import or export? That depends on the goods. Check whether they are prohibited, restricted or subject to licensing or conditions under Vietnamese foreign trade rules before signing; this guide does not list them.
If you are negotiating with a Vietnamese buyer or supplier and want the governing law, Incoterms and penalty clauses checked before signing, LexData can draft or review the contract through our commercial contracts service.
