COLD StoraGe Service Agreement 
No. «ContractNumber»

This Cold Storage Service Agreement (the “Agreement”) is made on the «ContractDate» in Binh Duong, Vietnam by and between:

1.	EMERGENT COLD VIETNAM COMPANY LIMITED, one member company limited incorporated pursuant to Enterprise Registration Certificate No. 3700239399 dated 9th of March 2021 issued by the Department of Planning of Binh Duong Province (the 1st registration 08th of January 1998)
Address	:	18, Street No. 6, Song Than I Industrial Zone, Di An Ward, 
	   Di An City, Binh Duong Province, Vietnam
Tel	: 	84 274 3790015 – 3790022
Fax	:	84 274 3742375 – 3742373
Tax Code	: 3700239399	
Represented	:	Mr. Nguyen Huu Vien – General Director
(Hereinafter referred to as the “Company”),
And
2.	«CustomerInvoiceName»
Address	: «CustomerInvoiceAddress»
Tel	: «Phone1»
Fax	: «Fax»
Tax Code	: «CustomerInvoiceTaxCode»
Represented		: «CustomerSignGender» «CustomerSignRepresentative» – «CustomerSignPositionEnglish»
(Hereinafter referred to as the “Client”),

NOW IT IS AGREED AS FOLLOWS:
ARTICLE 1:	GOODS AND OWNERSHIP OF GOODS
1.1	Goods as used herein shall mean all types of commodities owned by the Client which the Company is authorized by the Client to store and maintain in its warehouse pursuant to the terms and conditions as set out herein (“Goods”).
1.2	The Company’s receipt of the Goods pursuant to the terms of this Agreement shall be on an as is and as packaged basis and the Company has no obligation to determine the quality, quantity in each carton or condition of the Goods. During the storage of the Goods, the Company shall not be responsible for any changes in the quality, quantity in each carton or condition of the Goods. 
1.3	The Client shall retain ownership of the Goods during the period the Goods are stored in the Company’s warehouse. The Client guarantees that the Goods are the types that may be stored and circulated in Vietnam under the laws of Vietnam during the period of time they are in storage. The Client warrants that the Goods are legal in origin and status and agrees to indemnify the Company against any claims of whatever nature from any third party in respect of the origin and ownership of the Goods and any claims relating to trademark or brand of the Goods.
ARTICLE 2:	SERVICES – DOCUMENTS TO BE PRESENTED 
2.1	The Company hereby agrees to provide cold storage and associated services at the Client’s request. The specific details of the services, including the storage temperature and handling requirements will be subject to the Order for Provision of Cold Storage Services (the “Order”) in the form as set out in Appendix C which must be duly completed and signed and presented by the Client to the Company when the Goods are delivered by the Client to the Company’s warehouse.
2.2	Maximum temperature of frozen Goods as receiving is -13˚C. In case of higher temperature -13˚C, Company may refuse to receive or will notify Client and follow the instructions of Client. In this case, Company will not be responsible for any damages related to the damage of Goods caused by rising temperatures during transport and the Company has the right to charge product cooling down fee. Company will undertake inventory records and certify the logistics company / Client Representative.
2.3	For identification purposes, the Client shall provide the Company a list of Authorised Representatives (“Authorization Letter”) which must be duly completed and certified by the Client in the form as set out in Appendix B, provided that any cancellation or amendment of the same from time to time shall be promptly notified to the Company. 
2.4	Each time the Goods are received from the Client by the Company and dispatched by the Company to the Client in and out of the Company’s warehouse, the Authorised Representative of the Clients must present the following:
-	The original Introduction Letter introducing authorised representatives of the Client who shall deal with the receipt/dispatch of the Goods as signed and sealed for certification by the Client substantially in accordance with the form as set out in Appendix D;
-	The Packing List or the Order;
-	The Identity Card (or any other identity papers acceptable to the Company).
The Company shall check the above and compare the personal details and signatures in the above with the Authorization Letter. The Company reserves the right to refuse to receive the Goods for storage or to dispatch the same if the documents presented are inadequate or unclear.
ARTICLE 3:	PROCEDURES FOR RECEIVING AND DISPATCHING GOODS
3.1	When delivering Goods to the Company’s warehouse for storage, the Client shall provide the Company with a Packing List or an Order (receiving Goods) containing the following details: The Client’s lawful signature, the description, quantity, weight, and storage temperature of each individual product line requiring storage. 
3.2	Upon receipt of Goods for storage at the warehouse, the Company shall issue a receiving note (the “Receiving Note”) to the Client. This Receiving Note is a valid acknowledgement by the Company in respect of its receipt of the Goods. The Receiving Note will include (a) a description of the Goods; (b) the quantity of Goods; (c) the signatures of the Parties’ representatives; (d) the time the Goods were received at the warehouse - as a basis to charge overtime (if any). A copy of the Receiving Note shall be given to the Client and a copy maintained at the Company for filing and record purposes. 
3.3	When requesting dispatching Goods from Company’s warehouse, the Client shall provide the Company with a Dispatching Note or Order (dispatching Goods) containing the following details: The Client’s lawful signature, the description, quantity and weight of each individual product line requiring storage.
3.4	Dispatch of Goods by the Company to the Client shall be allowed subject to the Client presenting the documents as set forth in Clause 2.3 hereof. Dispatch of Goods is to be recorded in the inventory controlling system of the Company and the Company will issue a “Dispatching Note” which shall contain: a) the Goods’ descriptions; b) the dispatched quantity; c) the Goods dispatch time as a basis to charge overtime (if any). The Dispatching Note must be confirmed and signed by the authorized representative of the Client to confirm the receipt of the Goods by the Client. 
3.5	The Client will notify the Company if it wishes the Goods to be received or dispatched no less than 24 hours in advance of the required Goods movement. If the receipt/dispatch of Goods is to be carried out outside working hours the Client incur overtime charges under Appendix A of this Agreement. 
ARTICLE 4:	PAYMENT
4.1	The Company shall send the billing report including the storage volume and other Services (“Billing Report”) in accordance with a billing cycle from the 26th of this month to the 25th of the next month to the Client after the 25th of each month. The Client shall confirm the billing within two (2) days of the receipt of this Billing Report. 
4.2	The Company will issue an E-invoice in accordance with the regulations of the Ministry of Finance for services provided to the Client basing on the Billing Report. The rates charged and the services provided will be in accordance with attached Appendix A in this Agreement and may be amended by the Company upon its prior notice to the Client and shall be valid upon agreement of the Parties.
4.3	Daily storage volumes are calculated by adding the opening stock volume to any new product receipts (additional volume) from the day in question. Monthly storage volumes on the Billing Report are equal to the sum of these daily storage volume calculations for the entire the billing cycle. For these calculations, a day begins at 00:00, and ends at 23:59.
4.4	The monthly invoice is payable by the Client within «PaymentTermsTextEN» («PaymentTerms») days of the receipt of the invoice. Payment shall be made in cash at the Company’s office or by way of telegraphic transfer into a bank account (details of which are included in the VAT invoice and this Agreement or as designated in writing by the Company from time to time in the event of any changes; and all accrued expenses relating to payment to the Company (if any) are payable by the Client). 
4.5	All fees and other amounts payable to the Company shall be denominated in Vietnamese Dong.
4.6	The Company’s E-invoice covering the Services are to be submitted to:
«CustomerInvoiceName»
Email		: «Email»
Attn	: ………………… – ………………………
Tel	: «Phone1»
Address	: «CustomerInvoiceAddress»
4.7	The Company’s bank account:
Name	   : Emergent Cold Vietnam Company Limited
Number  : 3025080
At	   : ANZ Bank (Vietnam) Limited – Ho Chi Minh City Branch
Or 	Number  : 0071001140243
At	   : Joint Stock Commercial Bank for Foreign Trade of Vietnam
- Tan Binh Duong Branch
ARTICLE 5:	RESPONSIBILITIES OF THE PARTIES
5.1	The Company is responsible for:
a)	Providing the Client space at its storage facilities for checking, repacking, bringing the Goods into or out of storage at the Client’s request and the Company shall inform the Client of any arising costs (if any);
b)	Providing cold storage and associated services as agreed between the Parties and ensuring the warehouse is maintained in a clean and hygienic manner fit for the storage of perishable foodstuffs;
c)	Issuing the Receiving Note when Goods are delivered to the warehouse and ensuring the Client or its authorised representative signs on the appropriate dispatch documents when product is dispatched from the warehouse; 
d)	Upon the occurrence of any event including any event of force majeure (i.e. unexpected events occurring beyond the control of the Company) the Company shall be released from any liabilities and obligations but must carry out all necessary measures to minimise the impacts thereof;
e)	Immediately notifying to the Client of any possible of damage or destruction to the Client’s Goods due to its nature and to request the Client to find a solution within a certain time limit, if the given period has expired and the Client fails to response, the Company may, at the Client costs, dispose or destroy the Goods and inform the same to the Client.
f)	Sending monthly inventory reports to the Client detailing the Goods in storage at the end of the month and the movement of Goods into and out of store during the month;
5.2	The Client is responsible for:
a)	Following the receipt and dispatch procedures of the Company when delivering Goods to or retrieving the Goods from the Company;
b)	The quality and the temperature of the Products, and the management of all related data about the quality and temperature of the Product during manufacture, storage and transport prior to the receipt of the Product at the Company;
c)	Giving clear, written instructions to the Company with regards to the proper storage and handling conditions of their Goods. These instructions must include the storage temperature, the temperature of the Goods on arrival, any specific loading and/or unloading instructions, and any other specific requests regarding storage conditions of the Goods. The Company shall not responsible for any damages and/or losses caused by the absence of these instructions, or by incorrect instructions being supplied the Client. The Client must also inform the Company if their Goods are non-standard, oversized or emit odour or other gases that may contaminate other products in store and the Company has the right to refuse to store such Goods; 
d)	Paying all fees and other amounts payable in accordance with this Agreement in full and on a timely manner as set forth herein;
e)	Further to provisions in Article 1.3, ensuring that Goods being stored by the Company under this Agreement are products that are permitted for circulation in Vietnam market at that time;
f)	Paying tax (VAT) obligations as stipulated.
ARTICLE 6:	INSURANCE
6.1	The Company, at its costs, will maintain a “Property All Risks” insurance policy and will insure the Goods against total loss to the Cost Of Goods Sold of the Goods (the “Goods Value”) but only up to a maximum of VND «InsuranceUnitValue» per «InsuranceUnit» (net) (the “Insured Value”). 
6.2	The Company will maintain a “Products Liability” and will insure the Goods against loss by damaged, loss to the value of the Goods Value but only up to a maximum of VND «InsuranceUnitValue» per «InsuranceUnit» (net) (the “Compensated Value”).
6.3	The Client shall provide document and evidences relate to the Goods damage which is requested or followed the instruction of Company. 
6.4	When the Goods Value is over the Compensated Value / Insured Value, the Client shall inform Company and Company has right to consider in accepting or refusing for storage or doing re-calculate for additional charge to reduce the risk and increase the Compensated Value / Insured Value for the High Value Goods. 
6.5	The Client acknowledges that the Goods delivered by the Client to the Company are already packaged and sealed in cartons and therefore it is not possible for the Company to know the Goods Value. In this regard, the Client agrees that as between the Client and the Company the maximum value the Goods is equal to the Compensated Value / Insured Value and that the Company's maximum liability to the Client in all circumstances is up to the Compensated Value / Insured Value. The Client fully accepts the risks in respect of the Goods beyond the Compensated Value / Insured Value and agrees not to make any claim for any excess even if the actual Good Value exceeds the Compensated Value / Insured Value and even in the event the Client requests the Company to obtain additional insurance on behalf of the Client beyond the Compensated Value / Insured Value.
6.6	In any circumstances, regardless of the cause or the Goods Value, the Company shall not be liable for any damages and losses over and above the Compensated Value / Insured Value.
6.7	The Company shall be responsible for compensation of Goods only in circumstances if the Goods are lost and damaged caused (i) by fraud by it or the Company’s employees, agents and contractors; and (ii) as a result of default willful misconduct and/or unauthorised release of the Goods.
6.8	The Client is being responsible for paying expense related to dispose the damaged Goods covered by the Insurance (according to the Law, the request of Company, Insurer or specific Client’s requirement).
ARTICLE 7: 	DISPOSAL OF GOODS
7.1	The Parties agree that the Company, at its sole discretion, may retain the Goods in whole or in part or stop providing services until all outstanding fees, compensation for damages and other liabilities have been paid in full or sell the Goods to recover such amounts at the Client’s costs. In such circumstances, the Company shall notify the Client and if the proceeds of such sale exceed the amounts owing by the Client to the Company, the Company shall return the excess to the Client after deducting expenses incurred by the sale.
7.2	The Client can only be order for dispatching Goods if Value Of Goods (calculated based on value of goods by the Company’s estimate, minus the related costs at the time of calculation) must be greater than the total payable (all outstanding invoices and expenses incurred until the date of dispatching order), Client are entitled to arrange advance payment to reduce total payable. The Company shall only release the Client’s last consignment of Goods in the warehouse provided that all outstanding invoices and incurred fees incurred up to and including the day of the last consignment have been paid in full by the Client.
ARTICLE 8:	AGREEMENT TERM - TERMINATION
8.1	This Agreement shall be valid from the «StartDate» to the «EndDate» and may be further extended as agreed by both Parties in writing (“Term”). In circumstances, the Agreement has expired and there is no other written agreement to replace and the Client continues to retain the Goods at Company’s warehouse, then the Company has right to stop providing the service(s) until Parties reach another Agreement in writing.
8.2	Either Party may terminate this Agreement early by giving the other Party 30-days’ prior notice in writing. This Agreement automatically expires in case that the Client terminates its business, dissolves, is declared bankrupt or a bankruptcy petition is filed or the Company no longer operates in Vietnam or is not permitted to provide services as set forth herein.
8.3	During the Term, if the Client does not store its Goods in the Company’s warehouse for three (3) months consecutively and there is no amount outstanding due to the Company, this Agreement shall be deemed as having been liquidated and shall automatically expire. The Parties shall sign a new agreement if the Client wishes to continue to store its Goods at the Company’s warehouse. 
8.4	In case of any material breach or failure by either Party to comply with this Agreement and if such breach is not cured within thirty (30) days from the date the breach is notified by the non-breaching Party, the non-breaching Party may terminate this Agreement by a written notice to the other.
8.5	The termination of this Agreement shall not affect the implementation of any outstanding obligations of either Party to the other Party under this Agreement.
ARTICLE 9:	GOVERNING LAW AND DISPUTE RESOLUTION
9.1	This Agreement is governed by and construed in accordance with the laws of Vietnam. 
9.2	All disputes shall be resolved first by amicable negotiation. In case such amicable negotiation fails, the dispute shall then be submitted to the jurisdiction of the competent Courts of Vietnam and the Court judgment shall be final and binding to both Parties.
ARTICLE 10:	OTHER PROVISIONS
This Agreement is made into four (4) copies, two (2) in English and two (2) in Vietnamese. Each Party shall keep one (1) copy in English and one (1) copy in Vietnamese.

The Company and the Client have caused this Agreement to be executed by their duly authorised representatives on the date first written above.

ON BEHALF OF THE COMPANY		ON BEHALF OF THE CLIENT

Name:	Nguyen Huu Vien		Name:	«CustomerSignRepresentative»
Title: 	General Director		Title: 	«CustomerSignPositionEnglish»

APPENDIX A
(SERVICE AND FEE)

Commodity:	………………………
Temperature:	Frozen (-18˚C | +/-3˚C)
		Chilled (+4˚C | +/-3˚C)
		Ambient (+25 | +/-4˚C)	
I.	Rate Schedule:
Service Description	UOM	Unit Rate («CurrencyUnit»)	

(All above fees are exclusive of value added tax (“VAT”)

II.	Scope Of Works:

Other services such as product classification, sorting, packing shall be provided upon request. The rates for these services are not included in the above quotation and the rates shall be agreed when the required services are requested. 

•	This Rate Schedule and Scope of work shall be valid from the «StartDate» to the «ReviewDate».
•	This Rate Schedule and Scope of work shall be reviewed after the «ReviewDate».

ON BEHALF OF THE COMPANY		ON BEHALF OF THE CLIENT

Name:	Nguyen Huu Vien		Name:	«CustomerSignRepresentative»
Title: 	General Director		Title: 	«CustomerSignPositionEnglish»

 «CustomerInvoiceName»
APPENDIX B
(AUTHORIZATION LETTER)
Date: «ContractDate»
We refer to the Cold Storage Service Agreement No. «ContractNumber» dated «ContractDate» signed by and between us and your company. We hereby confirm that the following persons whose personal details and signatures are described below are authorized by us to deal with your company in respect of storage of our Goods at your company:
I.	List of persons authorized to sign documents relating to the receipt and/or dispatch of Goods (including company stamp):
Full Name	Title	Personal ID	Signature	

II.	List of persons authorized to deal with company during the receipt and/or dispatch of Goods:
Full Name	Title	Personal ID	Signature	

III.	List of registered email addresses approved to request the receipt and/or dispatch of Goods:

IV.	Email Address list for regular reports:

V.	List of registered email address approved to submit the E-invoice:

The above list of authorised representatives and email addresses may be changed using written confirmation only. 

ON BEHALF OF THE CLIENT

Name:	«CustomerSignRepresentative»
Title: 	«CustomerSignPositionEnglish»

APPENDIX C
Date: ……………………
ORDER FOR PROVISION OF COLD STORAGE SERVICES

COMPANY……………………………………………….
Address	: …………………………………………
Tel	: …………………………………………
Fax	: …………………………………………
We request the Company to receive the Goods with the following details:

Product Code	Product description	Weight, package	Required temperature
____oC	Remarks	

					

					
					
Vehicle (license plates of truck/cont): ………………………………….	
Arival time of truck/cont at the Company : ………………………………….	
Client’s representative monitors receiving/dispatching process:
•	Full name:    ………………………………….	
•	Identity Card:  ………………………………….

ON BEHALF OF THE CLIENT	                           	

		
Name: ………………………….		
Title:    ………………………….		

        APPENDIX D
(INTRODUCTION LETTER)
Date:_____________
The Company _________________ would like to introduce Mr./Ms_________, ID No. _________, title:______ as our authorised representative to work with your Company for ______________[storage/dispatch] of our Goods pursuant to the Packing List, Order for Provision of Cold Storage Services and other relevant documents and papers to be signed and presented to your Company. 

Signed and sealed by the Client

	
Name:	………………………….
Title:  ………………………….