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Industries

International Trade and Import–Export

Global buyers, suppliers and distributors trading with Vietnam

An overseas buyer may have received the agreed goods but still dispute the invoice; a Vietnamese exporter may have delivered on schedule yet be unable to obtain payment. International trade disputes often arise because the purchase order, sales contract, inspection report, shipping documents and payment instructions do not describe the same transaction in the same way. Justix provides Vietnam-focused contractual and dispute support for businesses buying from, selling to or distributing through Vietnamese counterparties.

Contracting with Vietnamese suppliers and customers

For companies sourcing goods in Vietnam, the sales agreement should connect product specifications and approved samples to a practical inspection procedure. It must be clear when goods are accepted, who can issue a rejection notice, what remedy applies if only part of a consignment is defective and how documentary evidence is preserved. Buyers should also examine whether the Vietnamese supplier may use subcontractors, substitute materials or transfer production without prior approval.

Delivery terms deserve careful treatment. Incoterms rules can allocate delivery responsibilities, costs and the point at which certain risks pass between buyer and seller, but they do not settle all matters relating to title, payment, product warranties or dispute resolution. Justix reviews these terms alongside shipping documents, documentary credits, deposits, final payments and negotiated remedies for non-performance.

For overseas distributors entering Vietnam, the agreement also needs a sustainable commercial structure: territory, performance targets, ordering rights, use of trademarks, customer relationships, product returns and what happens to outstanding invoices or inventory when the relationship ends.

Resolving quality, shipment and payment disputes

The first step in a disputed shipment is to establish a reliable chronology. Purchase orders, invoices, packing lists, bills of lading, inspection reports, warehouse records and the parties' messages help show who had possession of the goods and when the alleged defect or delay occurred. Justix can assess contractual notices, claims for payment or replacement and the available negotiation or dispute procedures.

When a company is owed money by a Vietnamese counterparty, the appropriate approach depends on the debtor, the contract's governing law and forum, available evidence and where enforceable assets may be found. A Vietnamese court or arbitral proceeding is not automatically the best option simply because one party operates in Vietnam. Where the matter requires definitive advice on foreign law, the role of foreign-qualified counsel is established separately.

A limited engagement may cover one international sales agreement, an overdue receivable or a disputed consignment. A broader engagement can include standardized sale and distribution terms, review procedures for purchase orders and a claims-handling process. Justix provides draft contracts, annotated risk provisions, demand correspondence, evidence assessments and dispute strategies according to the documents received. Customs classification, laboratory testing and destination-country import certification require their respective technical or specialist review.

Common legal issues

The following issues arise in this sector. Legal responsibilities and remedies depend on the contract, evidence, transaction and applicable law.

  • 01

    Ambiguous Incoterms and delivery obligations

    The contract may not identify the agreed location, version, insurance obligations and transfer of risk.

  • 02

    Rejected goods and inspection disputes

    Sampling methods and notice requirements may differ across purchase orders and supplier contracts.

  • 03

    Overdue receivables and documentary risk

    Deposits, letters of credit and collection documents may not match commercial performance.

  • 04

    Termination of distribution relationships

    Exclusive territories, brand use, minimum volumes and remaining stock may be unresolved.

  • 05

    Uncertain dispute jurisdiction

    A poorly designed forum clause may be difficult to enforce against the counterparty or its assets.

Justix services

Services for businesses in this industry

Related practice areas

Team in charge

  • Thạc sĩ, Luật sư

    Đoàn Văn Tùng

    Luật sư

    Tố tụng & Giải quyết tranh chấp

    15 years of experience

  • LL.M.

    Nguyễn Phúc Mạnh

    Head of Corporate Legal Affairs & Contracts

    Corporate legal affairs, contracts and employment law

    10 years of experience

  • Jurist

    Trần Thanh Nhàn

    Head of Corporate Legal Department – Licensing and Administrative Procedures

    Intellectual Property & Corporate

    9 years of experience

  • Lê Duy Định

    Head of Litigation Team 01

    Criminal & Civil

    10 years of experience

Frequently asked questions

Can Justix review a supply agreement governed by foreign law?

The firm can assess Vietnamese-law issues and commercial risks; a definitive foreign-law opinion may require qualified external counsel.

Which dispute forum is best when dealing with a Vietnam supplier?

Compare enforceability, counterparty assets, cost, evidence and contract wording before choosing court or arbitration.

What evidence should be kept for a defective shipment?

Preserve samples, inspection records, approved specifications, delivery documents and timely communications with the seller.

Can global supply templates be used unchanged in Vietnam?

They should be examined for local execution, relevant mandatory rules, contract operations and enforceability.

Does selecting Incoterms settle all obligations?

Incoterms addresses defined delivery matters but does not replace clauses on price, title, product quality, remedies and dispute resolution.

Can Justix collect an unpaid invoice from a Vietnam company?

Within an engagement, Justix can evaluate documents, send demands, negotiate and advise on appropriate formal procedures.

Can Justix take a single matter rather than a retainer?

A defined contract review, legal opinion, negotiation or dispute may be accepted as a standalone engagement, with documents and deliverables agreed before work begins.

Can Justix act as ongoing external Vietnam counsel?

An engagement may specify work categories, a legal contact, reporting, response arrangements and fees. Litigation or specialist work outside scope is addressed separately.

How are legal fees determined?

Fees depend on complexity, documents, urgency, scope and representation. A written proposal should identify assumptions, deliverables and excluded work.

Who handles the matter and how is confidential information protected?

The engagement should identify responsible personnel, professional review, access to records and confidentiality terms, including any agreed specialist participation.

Talk to a Justix lawyer

Call or message us for a quick conversation during office hours.

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LK5-52, Tan Tay Do New Urban Area, O Dien, Hanoi (by appointment)
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Tower A, Ecolife Tay Ho, Starlake Urban Area, Xuan La, Tay Ho, Hanoi, VietnamView map
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