Legal issues on coal import contracts: a look at the practical coal import activities at Power Generation Corporation 1 EVNGENCO1

MINISTRY OF EDUCATION AND TRAINING

FOREIGN TRADE UNIVERSITY

MASTER'S THESIS

LEGAL ISSUES ON COAL IMPORT CONTRACTS: A PERSPECTIVE ON PRACTICAL COAL IMPORT ACTIVITIES AT ELECTRICITY GENERATION CORPORATION 1 (EVN GENCO1 )

Industry: Economic Law

NGO THI THU HONG

Hanoi – 2022

MINISTRY OF EDUCATION AND TRAINING

FOREIGN TRADE UNIVERSITY

MASTER'S THESIS

LEGAL ISSUES ON COAL IMPORT CONTRACTS: A PERSPECTIVE ON PRACTICAL COAL IMPORT ACTIVITIES AT ELECTRICITY GENERATION CORPORATION 1 (EVN GENCO1 )

Industry: Economic Law

Code: 8380107

Student's name:

Ngo Thi Thu Hong
Instructor:	Associate Professor, Dr. Ngo Quoc Chien

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Hanoi – 2022

COMMITMENT

1. I know that plagiarism is wrong. Plagiarism is taking someone else's work and presenting it as your own.

2. All references I have made to other people's works have been fully cited by me.

3. I have not and will not allow anyone to copy my work with the intention of passing off my Thesis as their own.

4. I hereby declare that this is my own independent work. I am responsible for the accuracy and honesty of this Thesis.

Hanoi, date month year 2022

STUDENTS

Ngo Thi Thu Hong

INDEX

LIST OF ABBREVIATIONS v

LIST OF FIGURES, DIAGRAMS, TABLES

SUMMARY OF THESIS RESEARCH RESULTS vii

INTRODUCTION 1

1. Urgency of the topic 1

2. Overview of research situation 3

2.1. Research situation in the world 3

2.3. Assessment of research status and research gaps 7

3. Research object and scope 7

3.1. Research subjects 7

3.2. Scope of research 7

4. Research purpose and tasks 8

5. Research methods 8

6. Thesis 9 layout

CHAPTER 1. LEGAL ISSUES ON IMPORT CONTRACTS 10

1.1. Overview of import contracts 10

1.1.1. Concept of import contract 10

1.1.2. Characteristics of goods import contracts 12

1.1.3. Basic content of goods import contract 14

1.1.4. The role of import contracts 14

1.2. Legal issues on import contracts 15

1.2.1. Subject of goods import contract 15

1.2.2. Conditions for the validity of goods import contracts 15

1.2.3. Authority to sign contract 18

1.2.4. Delivery terms 19

1.2.5. Quality terms 21

1.2.6. Payment terms 22

1.2.7. Obligation to receive goods 24

1.2.8. Checking goods 24

1.2.9. Risk transfer 25

1.2.10. Applicable Law 26

1.2.11. Dispute Resolution 28

1.2.12. Breach of contract 29

1.2.13. Sanctions applicable for breach of contract 30

1.2.14. Basis for exemption from liability for breach of contract 32

CHAPTER 2. CURRENT STATUS OF LEGAL ISSUES ON COAL IMPORT CONTRACTS AND IMPLEMENTATION AT POWER GENERATION CORPORATION 1 36

2.1. Overview of Power Generation Corporation 1 36

2.2.1. General introduction 36

2.2.2. Scale of operation 36

2.2.3. Main business lines 37

2.2.4. Basic tasks 37

2.2.5. Organizational structure 38

2.2.6. Production and business activities 39

2.2. Current status of coal import activities at EVNGENCO1 41

2.3.1. EVNGENCO1's imported coal purchasing strategy 41

2.3.2. Process of purchasing imported coal at EVNGENCO1 42

2.3.3. EVNGENCO1's coal import situation up to now 43

2.3. Legal issues regarding EVNGENCO1's coal import contract 44

2.3.1. Subject of the contract 44

2.3.2. Issues regarding authority to sign contracts 45

2.3.3. Issues of Applicable Law 46

2.3.4. Delivery schedule issues 47

2.3.5. The Seller's transportation arrangement issue 50

2.3.6. Uneven coal quality 54

2.3.7. Payment terms issue 57

2.3.8. Penalties for violations and compensation for damages 58

2.3.9. Exemptions 61

2.3.10. Not paying attention to the obligation of "good faith" when performing the contract..64

CHAPTER 3. DIRECTIONS AND SOLUTIONS 68

3.1. Determining the authority to sign the contract 68

3.2. Amendment of the Applicable Law provision 68

3.3. Additional solution when the two parties cannot agree on a revised delivery schedule 69

3.4. Supplementing regulations on means of transport to ensure loading and unloading productivity 70

3.5. Supplementing regulations on reducing payment unit price in case of uneven coal quality 71

3.6. Payment Terms Amendment 73

3.7. Amendment of provisions on estimated damages 73

3.8. Add definition of “delivery month” 75

3.9. Focus on the principle of "good faith" when performing contracts 75

CONCLUSION 78

LIST OF REFERENCES i

APPENDIX 01: Detailed process of building EVNGENCO1's coal purchasing plan iv

APPENDIX 02: Pre-selection process for shortlisting contractors at EVNGENCO1 v

APPENDIX 03: Procedure for bidding and signing coal import contracts at EVNGENCO1

LIST OF ABBREVIATIONS

Abbreviation

English name	Vietnamese name
AW	Arrival Window	The period of time the vessel must be present at the port of discharge ready to unload
BLDS		Civil Code
Duyen Hai Industrial Zone		Duyen Hai Thermal Power Company
DEM/DES	Demurage/Despatch	Bonus/penalty for overtime
EVN		Vietnam Electricity Group
EVN GENCO1		Power Generation Corporation 1
ICC	International Chamber of Commerce	International Chamber of Commerce
INCOTERMS	International Commercial Terms	Terms of trade international
ITC	International Trade Center	International Trade Center
KHLCNT		Contractor selection plan
KQLCNT		Contractor selection results
L/C	Letter of Credit	Letter of credit
MT	Metric ton	Meter ton (ton)
Production and business		Production and business
Duyen Hai Trade Center		Duyen Hai Power Center
UNIDROIT	International Institute for the Unification of Private Law	International Institute for the Unification of Private Law
VIAC	Vietnam International Arbitration Center at the Vietnam Chamber of Commerce and Industry	Vietnam International Arbitration Center next to the Chamber of Commerce and Industry Vietnam
WTO	World Trade Organization	World Trade Organization