Terms of sale

VNFMCG supplies businesses only, and an account is verified against a trading business before pricing is released. The goods are finished branded consumer products, bought by you for resale through your own trade; VNFMCG sells neither to consumers nor in retail quantities. Nothing sold conveys a distribution right or a territorial permission, and where a brand owner has appointed someone in your market, that appointment stands.

These terms apply to every quotation, order and shipment unless a signed sales contract for that shipment says otherwise. A buyer's own purchase-order terms do not apply merely because they were attached to an order.

Prices shown to a signed-in trade account are indicative and are not an offer. A binding price exists only in a written quotation issued by the trade desk, and it holds for the lines and carton quantities stated in it, the packing those lines are loaded in, the origin document each line travels under, the delivery term and the shipping window it names.

Each quotation carries its own validity date. After that date it must be re-quoted, because the buying prices, the freight rates and the exchange rates behind it move, and an expired quotation carries none of them.

An order exists when the trade desk confirms it in writing against a live quotation. Minimum order quantity is set per SKU: it is shown in the catalogue against the lines the desk has recorded it for and stated by the desk in the quotation for the rest, and an order below the quantity that applies cannot be confirmed. A full container is the normal unit of sale, and a part load is sold only where the desk has agreed one before the order.

A confirmed order can be changed only by written agreement. Goods already picked, relabelled or packed to the order cannot be cancelled without covering the work done. We do not substitute a different product, pack or country of manufacture for any part of a confirmed order without your written consent: where a line cannot be supplied in full we tell you before the container is loaded and you decide whether to take the shortfall, wait for it or drop the line.

An order names a pack: the brand, the pack size and format, the declared country of manufacture and the barcode. The pack, not a brand name or a catalogue photograph, is what the goods are sold against. Except where the offer names a line as short-dated and states its production and best-before dates, goods ship with a minimum of 75% of total declared shelf life remaining, measured at the date of the bill of lading, or at the point the offer names where your market measures on arrival.

A sample carton is representative of the pack at the time it was drawn: the printed artwork, the label panel, the barcode, and the batch and date coding. It does not prove the formulation, which is the brand owner's and does not vary between cartons. A sample sets an expectation; the pack named in the confirmed order sets the obligation.

Sales are made under Incoterms 2020 on one of four terms: ex works the VNFMCG warehouse, FOB Ho Chi Minh City, or CFR or CIF where the quotation names one. Under ex works, risk passes when the goods are placed at your disposal at the warehouse; under FOB, CFR and CIF it passes when the goods are on board at the port of shipment. Freight to the named port is at VNFMCG's cost under CFR and CIF, and the risk after loading is not. The cover VNFMCG takes out under CIF is the seller's minimum under those rules, 110% of the contract value on Institute Cargo Clauses (C); anything beyond that is yours to arrange.

Delivery dates are estimates given in good faith. They depend on the stock position of the supplier the line is bought from, the brand owner's production and promotional scheduling, and vessel and port availability. VNFMCG is not liable for delay caused by events outside its reasonable control, including port or customs action and carrier delay.

Payment is by telegraphic transfer or letter of credit, quoted in USD, EUR or GBP. The credit terms that apply to an approved account are agreed per customer rather than published as a single policy, shown in the account area after signing in and restated on the quotation for each order. Our bank details appear only on a commercial invoice or a proforma invoice issued by us: account details sent to you by email alone are not ours to give and must not be acted on, and if any reach you, telephone the trade desk before you pay.

Title to the goods passes on payment in full. Unpaid goods remain the property of VNFMCG even after delivery, and an overdue account may have further shipments held until it is settled.

The document pack for a shipment falls into four groups: the commercial invoice and the transport document; the packing list, itemised per SKU with carton counts, batch codes, best-before dates and the container and seal numbers; the certificate of origin, which for lines not made in Vietnam is the origin document of the country of manufacture rather than a Vietnamese one; and the documents your market requires. Which of them a shipment can travel with is confirmed in writing before the order, and any document issued against a manufacturer depends on that manufacturer releasing it. Each is prepared against one shipment, travels with it, and is released to the trade account that ordered it rather than published.

A pre-shipment or container loading inspection by a third party, including an inspector you nominate, is accepted on any order and is at your cost. You inspect the goods on arrival and notify any claim in writing within seven days of the container being devanned, quoting the container number, the seal number, the packing list line and photographs taken before the cartons are broken down. Seven days rather than the forty-eight hours this trade tends to write: a container can sit in a customs yard for a fortnight before anyone opens it, and a window that closes before the goods have been seen is an exclusion wearing the clothes of a term. VNFMCG answers for short count, wrong SKU, stock delivered below the shelf life committed for that order, and damage traceable to the way the container was stuffed.

A seal that is broken, missing or different from the number on the bill of lading is the one exception to that window: it has to be raised at delivery, before the container is opened, because once it is open nobody can say on which side of the voyage the goods were touched. Where a claim is upheld, VNFMCG replaces the affected goods or credits their invoice value, at its option. A claim raised after the goods have been processed, repacked or resold cannot be assessed against the consignment as delivered.

You are responsible for compliance in the market the goods are imported into: registration, labelling, import permits and any certification that market requires. Registration is held by the importer of record and filed by you or your agent. VNFMCG cannot act as the EU-established Responsible Person under Regulation (EC) No 1223/2009 or as the EU food business operator named on a food label, and does not warrant that a line is admissible in a market it was not specified for.

The goods carry the brand owner's own labelling and are sold in that labelling as it is printed. VNFMCG makes no claim about them beyond what that labelling states, and you must not represent them as anything other than what that labelling describes.

VNFMCG's liability arising from any order is limited to the invoice value of the affected goods. Neither party is liable to the other for loss of profit, loss of contract or other indirect or consequential loss.

Nothing here limits liability that cannot be limited under the governing law.

These terms are governed by the law of Vietnam. A dispute the parties cannot settle between themselves is referred to the Vietnam International Arbitration Centre (VIAC) and decided under its rules, in English.

Where a signed sales contract names a different forum or law for that shipment, that contract governs.

These terms may be updated. The version that applies to an order is the one published when the order was confirmed.

Last reviewed 2 August 2026.

Anything here that has to work differently for your business is negotiable before an order rather than after one. Raise it with the trade desk.

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