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Commercial Contracts for clients in Vietnam

Vietnamese exporters of electronics, seafood, cashew and textiles, and buyers of Indian cotton and pharmaceuticals, need contracts that work if something goes wrong.

Updated Reviewed by our legal team

Commercial Contracts for clients in Vietnam
In short

Where no other law is chosen, Indian courts apply the Indian Contract Act 1872 to agreements with Indian companies. Because Vietnamese judgments cannot be executed directly in India, an arbitration clause seated in Singapore, India or Vietnam is the key protection; both countries are New York Convention parties, so awards can be enforced in India under Part II of the Arbitration Act.

Document route
Vietnamese notary, Ministry of Foreign Affairs legalisation, then Indian mission attestation
Time difference
IST is 1h30 behind Vietnam all year
Core law
Indian Contract Act 1872
Foreign awards
Part II, Arbitration Act 1996

Commercial Contracts from Vietnam: how it works

We draft and review supply, distribution, manufacturing, licensing and services agreements, with attention to payment security, quality standards, inspection, shipping terms, rules of origin under the ASEAN agreement, limitation of liability and termination.

We also check Indian regulatory points that affect the deal, such as import licensing, BIS certification for some goods, and GST, and make sure the contract is properly stamped in India before it is relied on.

Where a Vietnamese manufacturer licenses technology or a brand to an Indian partner, we add royalty reporting, audit rights and Indian withholding tax at treaty rates, and we check whether any import of the licensed goods into India needs BIS certification.

What clients in Vietnam should know

  • Use letters of credit or advance payment with new Indian buyers.
  • Name a seat and institution for arbitration.
  • Keep certificates of origin and inspection reports for every shipment.

Step by step from Vietnam

  1. Video consultation

    A call at a time that suits Vietnam, after we have read your documents.

  2. Documents signed in Vietnam

    Vietnamese notary, Ministry of Foreign Affairs legalisation, then Indian mission attestation

  3. Work in India

    Our team files, appears and follows up in India, and shares scans of everything filed.

  4. Result and handover

    Certified copies and originals are couriered to you in Vietnam where needed.

The full guide

This page covers what changes when you are in Vietnam. For the law, the documents and the step-by-step procedure, read our main page on Commercial Contracts, or see all services for clients in Vietnam and the Doing Business in India practice area.

Please note: this page explains the law and procedure in general terms as on 12 November 2026. Fees, limits and timelines change, and the facts of each case matter, so take advice on your own papers before acting.

Questions from clients in Vietnam

Should we use Singapore arbitration?

It is a common neutral choice and awards are generally enforceable in India.

Can you review an Indian buyer's purchase terms?

Yes, and we flag the clauses that shift risk to you.

Does Indian law allow us to limit liability?

Yes, reasonable limitation clauses are generally enforced between businesses.

Do royalties paid from India to Vietnam suffer tax?

Yes, Indian withholding tax applies, reduced to the treaty rate with a Vietnamese tax residence certificate.

Tell us about your matter

Send the papers you have. We reply to clients in Vietnam within one working day.

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