International sale contract samples

Contract for Newsprinting paper

Contract ( No 205 TL)

Between:

Vietnam Scientific- Production Union of Geodesy and Cartograhpy

Lang Trung - Dong Da - Ha Noi - Vietnam

Tel: 42.846829 Telex: 294887 Vietco VT

Hereinafter called the Buyer

And:

BOO SON Co., LTD

RM. 306, DONGHWA BLDG

19-2, NONHYUN - DIONG, KANGNAM - KU

SEOUL, KOREA

Cable address: TWOHANDCO, SEOUL, KOREA

Hereinafter called Seller

It has been agreed that Buyer buys and Seller sells on the terms and conditions as follows:

ARTICLE 1: DESCRIPTION - SPECIFICATION- QUALITY- QUANTITY

1. Description: NEWSPRINTING PAPER

2. Country of origin: CHINA

3. Maker's name:

4. Quality/ Specification: Substance: 49 +/- 2 g/m2

Ro IL 787 mm width

5. Quantity: 200 MT +/- 5%

6. Packing: EXPORT STANDARD

7. Marking:

Substance: 49 g/m2 +/-2

Destination: Haiphong Port

8. Destination:

HAIPHONG PORT

ARTICLE II: PRICE

Price to be understood CIF Hai Phong port including Seaworthy packing

Unit price: USD 535/MT

Total amount: USD 107,000.00

Say: United States Dollar one hundred and seven thousand only

ARTICLE III: DELIVERY TIME

40 days after L/C received

ARTICLE IV: PAYMENT

By irrevocable Letter of Credit in U.S Dollar within 180 days with 0.8% of dividend ( in favour of ) each the Seller and payable and payable on presentation to the Bank for Foreign Trade of Vietnam of the following documents, each in three copies:

- Clean on board Bill of Lading

- Commercial Invoice

- Certificate of weight and/or quantity

- Certificate of Quantity issued by the Seller and/or the Maker

- Certificate of Origin issued by Chamber of Commerce and/or the Seller

- Insurance Policy

- Receipt of Shipmaster acknowledging it duly having received 3 sets of non- negotiation shipping documents as above mentioned

- Letter of Credit will be valid for 15 days after loading completed. The Buyer and the Sller will bear bank charges in their respective country but charges for amendment or extension of L/C will be borne by party that requires.

ARTICLE V: INSURANCE / SHIPMENT

1. Insurance :

Insurance for the contracted goods will be covered by the Seller by All Risk Policy

2. Notice of shipment:

- Pre- advice of shipment: Before shipment of the goods the Seller shall advice by cable/telex the Buyer of estimated time of shipment and name of carrying vessel

- Final advice of shipment: within 24 hours after shipment the Seller shall advice by cable/telex : Contract No, quantity, gross weight, net weight, measurement, number of packages, invoice value, name of carrying vessel, Bill of Lading number, sailing date for insurance purpose

ARTICLE VI: PORT DICHARGE AND INSPECTION

The Buyer will be entitled to have the goods inspected by Vinaconntrol at the destination, if any discrepancy arises in respect of quantity and quality the Buyer will first lodge claim by cable with the Seller, then within 90 days from the date of discharge will make a formal claim with supporting documents, such claim shall be setlled by the Seller within 30 days from its receipt of the Buyer's formal claim

ARTICLE VII: FORCE MAJEURE

Neither party shall be held responsible for delay of failure of performance of obligations provided for herein when such delay or failure is caused by strike, fire, flood, Act of God, earthquake or any laws, rules,or regulations of any governmental authority or other conditions beyond its control which can not be forecast or provided against and provided one or both parties are subject to such obligation.

The party wishing to claim relief by reason of any of the said circumstances shall notify the other party in writing of the circumstance its commencement and ceasation and then deliver a certificate issued by the Chamber of Commerce at the place where the event or events occured as evidence thereof; In the event of delay caused by such force majeure exceeding 60 days each party shall have the right to cancel his contract, unless otherwise agreed, in which case neither party shall have the right to claim damages

ARTICLE VIII: ARBITRATION

This contract will be governed by the provision of Incoterms2000. If any dispute that arises under this contract can not be settled by an amicable agreement between the two sides, the matter shall be settled by the Internatiional Commercial Arbitration in Paris in accordance with its rules

ARTICLE X: OTHER CONDITIONS

The Buyer shall give a guarantee pursuant to procedure at the Bank for Foreign Trade of Vietnam

FOR THE SELLER

FOR THE BUYER

You can down load : ContractforNewsprintingpaper.doc

CONTRACT FOR THE PURCHASE OF RICA

No.018VNF/1999

Between GALLUCK LIMITED

Flat A.3/F, Causeway Tower,

16 -22 Causeway Road

Causeway Bay HONGKONG

Tel: 8479900, 8976422: Fax: 4839200

Telex: 57889 WSGTC HK ( hereinafter called the Buyer)

And HANOI FOOD EXPORT IMPORT COMPANY

40 Hai Ba Trung Street, Hanoi VIETNAM

Tel: 328999, Telex: 328492 - VNF VT

Cable address : VINAFOOD HANOI ( hereinafter called the Seller)

It has been mutually agreed to the sale and purchase of rice on the terms and conditions as follows:

1. Commodity: Vietnamese White Rice

2. Specification:

- Brokens: 35% max

- Moisture: 14,5%

- Foreign matter: 0,4%

- Crop: 1998-1999

3. Quantity: 100 000 MT more or less 5% at Seller's option

4. Price: 2 USD per metrric ton net for June - Sepember 1999 shipments,

a- Dunnage, bamboomat for Shipowner's/Buyer's account

b- Shore tally to be at Seller' account

c- Vessel's tally to be at Buyer's/ Shipowner's account

d- All export duties, taxes, levied in the country of origin to be at Seller's account

e- All import duties, taxes, levied in the country of destination and outside Vietnam shall be for Buyer's account.

5. Time of shipment: 20 - 25 days after L/C opening date

6. Packing: Rice to be packed in single jute new bags of 50 kgs net each, about 50,6 kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough handling and sea transportation. The Seller will supply 0.2% of new jute bags free of charge out of quantity of bags shipped

7. Insurance: To be arranged by the Buyer

8. Inspection and fumigation

a- The certificate of quality, weight and packing issued by Vinacontrol at loading port to be final and for Seller's account

b- Fumigation to be effected on board the vessel after completion of loading with expenses to be at Seller's account. But

expenses for crew on shore during the fumigation period including transportation, accommodation and meals at hotel for Ship owner's account

c- Time for fumigation not to count as laytime

9. Loading terms:

a- Buyer shall advise vessel's ETA and its particulars 15 days and Captain shall inform vessel's ETA, quantity to be loaded and other necessary imformation 72/48/24 hours before the vessel's arrival at loading port

b- Laytime to commence at 1.pm if N.O.R given before noon and at 8. AM next working day if NOR given in the afternoon during office hours. In case, vessel waiting for berth due to congestion, time commence to count 72 hours after N.O.R submitted

c- Loading rate: 800 MT per weather working day of 24 consecutive hours Sundays, holidays excepted even if used, based on the use of at least four to five normal working hatches/holds and all cranes /derricks and winches available in good order, if less than prorata

d- Seller shall arrange one safe berth of one safe port for the vessel of 10,000 - 20,000 MT capacity to load the cargo

e- Time between 17.00 PM on Saturday and the day preceeding a holiday until 8.AM next working day not to count as laytime even if used

f- Before submitting N.O.R., the vessel must be in free pratique. Immediately after vessel at berth, captain shall request Vinacontrol to inspect the hatches/holds and issue a cetificate certifying the hatches/ holds are clean, dry, free from harmful factions and suitable for goods loading with such expensses to be at ship owner's account and time not to count as laytime

g- Demurrage/Despatch of any, to be as per C/P rate

But maximum 4,000/ 2,000 USD per day or prorata and to be settled directedly between Seller and Buyer within 90 days after B/L date

h- For the purpose of obtaining shipping Documents such as:

- Commercial Invoices

- Cetificate of quality, weight and packing

- Certificate of origin

The responsible party shall Cable/ Telex/ Fax advising shipment particulars within 24 hours after completion of loading

In order for the Buyer to obtain insurance, a Bill of Lading shall be issued immediately after completion of loading and before fumigatiooon and provided immediately to the Buyer

i- In case, cargo is ready for shipment as scheduled in this contract, but the Buyer fails to nominate the vesel to load, then all risks, damages, and associated expenses for cargo to be borne by the Buyer based on the Seller's actual claim. In the event no cargo is available to be loaded on the nominated vessel at the loading port, then dead freight to be paid by Seller based on Buyer's actual claim and the Buyer will submit the following documents to Vietcombank for receiving P.B:
( time counted : 20 -25 days from L/C opening date):

- N.O.R. with seller's signature

- Report signed by the Captain and the Seller confirming that the vessel has already arrived at the port to receive the

cargo but the Seller has no cargo to load

- Vietcombank's confirmation

10. Payment:

a- After signing the contract, the Buyer or the Buyer's nominee ( SHYE LIAN( HK) MANUFACTURING CO.LTD OR OTHER NOMINEE) will telex asking the Seller to open P.B. of 1% of total L/C amoount at Vietcombank Hanoi within two days thereof the Seller open P.B. and in form the Buyer, then, four days after receiving Vietcombank 's confirmation, the Buyer will open a telegraphic, irrevocable and confirmed L/C which is in conformity with this contract by an international first class bank at sight with T.T.R. acceptable for 40,000 MT in favour of Vinafood Hanoi through the Bank for Foreign Trade of Vietnam

For 60,000 MT the Buyer or Buyer's nominee will open a telegraphic, irrevocable and transferable at sight L/C which is in conformity with this contract with T.T.R. accepable. In case, the Seller requests the confirmation of L/C, the L/C will be confirmed for Seller's account

In the event that the Buyer fails to open L/C four days after receiving confirmation from Vietcombank then the Seller shall collect P.B. from the Vietcombank and then the contract is automatically cancelled

The Seller will collect the P.B. against presentation of shipping documents at Vietcombank

b- Presentation of the following documents to the Bank for Foreign Trade of Vietnam, payable within 3-5 banking days after reciept of the telex from Vietcombank cetifying that documents have been checked in conformity with the L/C terms:

- Full set of Clean on board B/L in three ( 3) originals marked Freight to collect

- Commercial invoice in three (3) folds

- Certificates of quality, weight and packing issued by Vinaconntrol to be final at loading port in six ( 6) folds

- Certificate of Origin issued by VIetnam Chamber of Commerce in six (6) folds

- Phytosanitary certificate issued by the Competent authority of Vietnam in six (6) folds

- Cable/ Telex/ Fax advising shipment Particulars within 24 hours after completion of loading

11. Force Majeure:

The Force Majeure( exemptions) clause of the international Chamber of Commerce (ICC publication No. 421) is hereby incorporated on this contract

12. Arbitration:

Any discrepancies and/or disputes arising out or in connection with this contract not settled amicably shall be referred to Arbitration accordance with the Rules and Practices of the International Chamber of Commerce in Paris or such other place agreed by both sides

13. Other terms:

Any amendment of the terms and conditions of this contract must be agreed to by both sides in writting

This contract is made in 06 originals in the English language, three for each party

This is subject to the Buyer's final confirmation by telex( June 18th, 1999 latest)

Made in Hanoi, on 9th June, 1999

For the Seller Director (signed/sealed)

For the Buyer Managing Director (signed)

you can down load CONTRACTFORTHEPURCHASEOFRICA.doc

Contract for fertilizer

No: 16/VNX-IDM

Date: Sep. 07 1999

Between: VNEXPORT

Address:.HCM Vietnam

Email:......

Telex:................Fax:................

Represented by...

Hereinafter called The Buyer

And:IndoIMPORT

Address:Japan

Tel:......................

Telex:...................Fax:...................

Represented by Mr.Okabe

Hereinafter called The Seller

It is mutually agreed between both sides to sign this contract with terms and specifications specified hereunder:

ARTICLE 1: COMMODITY & SPECIFICATION

1.1 Commodity: UREA FERTILIZER

1.2 Origin: INDONESIA

1.3 Specification: - Nitrogen: 46% min.

- Moisture: 0.5% max.

- Biuret: 1.0% max.

- Color: White

- Free flowing: treated with Anti- Caking

1.4 Packing: - 50 kg net in Polypropylen Woven bag with polythylene inner liner - 2% of total bag as empty spare bags to be supplied free of charge

ARTICLE 2: UNIT PRICE - QUANTITY & TOTAL AMOUNT

2.1 Unit price: USD 178/ MT C&F Hochiminh City Port

2.2 Quantity: 10,000 MT ( plus or minus 10% at seller's option)

2.3 Total amount: USD 1,780,000 (+/- 10% at seller's option)

Say: US Dollars one million seven hundred eighty thousand.

ARTICLE 3: SHIPMENT - DELIVERY

3.1 Time of shipment: not later than September 1993

3.2 Port of loading: Indonesia main ports

3.3 Destination port: Hochiminh City Port

3.4 Notice of shipment:

Within 2 days after the sailing date of carrying vessel to S.R Vietnam, the Seller shall notify by cable to the Buyer the following information:

+ L/C number

+ Amount

+ Name and nationality of the vessel

+ Bill of Lading number/ date

+ Port of loading

+ Date of shipment

+ Expected date of arrival at discharging port

3.5 Shipping mark:

UREA

46% NITROGEN MINIMUM

1% BIURET MAXIMUM

0.5% MOISTURE MAXIMUM

50 KGS NET

USE NO HOOKS

MADE IN INDONESIA

One side printed in green color

3.6 Discharging terms:

- When Notice of Readiness tendered before noon, lay time shall be commenced from 13:00 on the same date

- When Notice of Readiness tendered afternoon, laytime shall be commenced from 8:00 on next date

3.7 Discharging term: 900MT/ day WWDSHEX EIU

Dem/ Des: USD 2,000/ half

ARTICLE 4: PAYMENT

4.1 By irrevocable Letter of Credit at sight from B/L date for the full amount of the contract value

4.2 L/C Beneficiary: KOLON INTERNATIONAL CORP.
45 Mugyo- Dong, Chung Gu, Seoul - Korea

4.3 L/C advising Bank: KOREA FIRST BANK
Seoul - Korea

4.4 Bank of Opening L/C: VIETCOMBANK/ EXIMBANK

4.5 Time of opening L/C: within Sep. 15 1999

4.6 Payment documents:

Payment shall be made upon receipt of the following documents:

- 3/3 of clean on board Bill of Lading marked FREIGHT PREPAID

- Commercial invoice in triplicate

- Packing list in triplicate

- Certificate of origin issued by manufacturer

- SUCOFINDO's Certificate on quality/ weight

- One copy of sailing telex/ shipping advice

- Remark: the shipping document acceptable

- 1/3 B/L ( the top copy ) and transport documents sent by DHL

ARTICLE 5: FORCE MAJEURE

Strike, sabotage, which may be occure in Origin Country shall be considered as Force Majeure

ARTICLE 6: ARBITRATION

6.1 In the execution course of this contract, all disputes not reaching at amicable agreement shall be settled by the Economic Arbitration board of Hochiminh City under the rules of the International Chamber of Commerce whose awards shall be final and binding both parties

6.2 Arbitration fee and other related charges shall be borne by the losing party, unless otherwise agreed.

ARTICLE 7: PENALTY

7.1 To delay shipment/ delay payment

In case delay shipment/ delay payment happens, the penalty for delay interest will be based on annual rate 15 percent

7.2 To delay opening L/C:

In case delay opening L/C happens, the Seller has the right to delay shipment

7.3 To cancellation of contract

If Seller or Buyer want to cancel the contract, 5% of the total contract value would be charged as penalty to that party.

ARTICLE 8: GENERAL CONDITION

8.1 By signing this contract, previous correspondence and negotiations connected herewith shall be null and void

8.2 This contract comes into effect from signing date, any amendment and additional clause to these conditions shall be valid only if made in written form and duty confirmed by both sides.

8.3 This contract is made in 6 English originals, each side keeps 3.

FOR THE BUYER                                                                      FOR THE SELLER

you can down load Contractforfertilizer.doc

Source: http://sites.google.com/site/exportvietnam/

Commonly misused words - part 2

1. HARD (adj) and HARDLY (adv) Hard means difficult; Hardly means barely, scarely.

The finals were hard and only a few of the students passed.

He was so surprised that he could hardly say anything.

2. IMAGINARY (adj) and IMAGINATIVE (adj) Imaginary means something that is not real, Imaginative describes a person who shows great imagination.

The little girl created an imaginary guest and served her tea.

The authors of science fiction stories are imaginative writers.

3. IMMORTAL (adj) and IMMORAL (adj) Immortal means something which cannot die; Immoral means something bad or evil according to the moral law.

The music of Beethoven is immortal.

Her immoral conduct shocked her family.

4. INDUSTRIAL (adj) and INDUSTRIOUS (adj) Industrial means belonging to industry; Industrious means hard – working.

There is usually a lot of pollution in industrial areas.

He is a very industrious worker and managed to finish his degree in two years.

5. INSPIRATION (n) and ASPIRATION (n) Inspiration means stimulation; Aspiration means ambition.

The poet got his inspiration from nature.

Her aspiration was to become a well – known movie star.

6. INTELLIGENT (adj) and INTELLIGIBLE (adj) Intelligent means possessing a lot of mental ability; Intelligible means easily understood.

Nine – year – old Tom is so intelligent that he can complete with adults on general knowledge.

Her instructions before the test were not very intelligible.

7. LATER (adj) and LATTER (pron, adj) Later is the comparative form of late; Latter means the second of two persons or things.

There is a yellow grammar book and a blue one, but the latter is better.

You are busy now. I’ll come back later.

8. LAY (v) and LIE (v) Lay (laid, laid, laying) means to place or put and takes an object; Lie (lay, lain, lying) means to repose horizontally and naver takes an object.

He laid his hand on her head.

She can lie in the sun for hours.

9. LIE (v) and LIE(v) Lie (lay, lain, lying) means to repose (as above); Lie (lied, lied, lying) means not to tell the truth.

He is lying on the sofa.

He is lying again about why he did not phone.

10. LIKE (prep) and SUCH AS (prep) Like means in the manner of and takes an object; Such as menas for example.

You should like my teacher.

Reading non – fiction such as newspapers and news magazines will help you.

11. LONELY (adj) and ALONE (adj) Lonely means feeling abandoned; Alone means not accompanied.

She told us she had no friends and was feeling lonely.

She likes to go shopping alone.

12. LOOSE (adj) and LOSE (v) Loose is the opposite of tight; Lose means be unable to find something or the opposite of win.

I always seem to lose my umbrella.

She feels more comfortable in loose clothes.

The team never thought it would lose such an easy game.

13. MAYBE (adv) and MAY BE (v) Maybe means possibly; may be means that a possibility exsists.

It may be an easy test.

Maybe we’ll get the results tomorrow.

14. PASSED (v) and PAST (n) Passed means went by or took successfully (exam) Past means a time before the present.

He was happy because he passed the exam.

A friend passed by without noticing me.

In the past, horses were used for transportation.

15. PERSONAL (adj) and PERSONNEL (n) Personal means private, Personnel means the workers in a company or business.

The letter was marked personal so the secretary did not open it.

All the personnel of the company wore an identity tag.

16. PRECEDE (v) and PROCEED (v) Precede means to come before; Proceed means to go ahead.

In the driving test the written exam precedes the practical one.

After a short break, we proceeded with the agenda.

17. PRINCIPAL (n,adj) and PRINCIPLE (n) Principal means very important, primary, or the director of a school, Principle means a belief or doctrine.

The principal of the school congratulated the faculty and the students on the good results this year.

The principal cause of World War I was the assassination of an Austrian archduke.

We had to take a course in the principles of education.

18. QUIET (adj) and QUITE (adv) Quiet means without noise; Quite means completely, very, or fairly.

The classroom was quiet during the test.

He was quite wrong to ignore the traffic lights when they were red.

The exam was quite difficult.

19. RAISE (v) and RISE (v) Raise means to lift and takes an object (raise, raised, raising); rise means to go up and never takes an object (rise, rose, risen, rising).

He raised his hand.

The sun rose.

20. REMEMBER (v) and REMIND (v) Remember means to recall or think of again; Remind means to cause someone to remember.

It’s nice of you to remember my birthday.

Can you remind me to bring you the book?

21. SENSIBLE (adj) and SENSITIVE (adj) Sensible means having good judgment; sensitive means touchy, or easily affected by external influences.

It is not sensible to do strenuous physical exercise in very hot weather.

Never mention her weight; she is very sensitive about it.

22. SPECIAL (adj) and ESPECIALLY (adv) Special refers to unusual quality or something which receives a lot of attention; Especially means particularly.

John is good at art and especially good at portraits.

John has a special talent for portraits.

23. STATIONARY (adj) and STATIONERY (n) Stationary means permanent, not moving; Stationery means paper, envelopes, things for writing.

He wrote his letter on hotel stationery.

The car had remained stationary at that spot for two months.

24. THOROUGH (adj) and THROUGH (prep) Thorough means complete; through means from one side to the other side of something.

He looked through the window.

The analysis were very thorough.

25. WEATHER (n) and WHETHER (conj) Weather means atmospheric condition; Whether means if

The weather has been extremely hot this summer.

He didn’t know whether to go or not.

26. WHERE (adv) and WERE (v) Where means that place; Were is the past of “are”.

Where did you go last night?

Were you at the disco last night?

27. WHO’S (pron + v) and WHOSE (pron, adj) Who’s is a contraction of “who is” (pronoun + verb) ; Whose is a possesive relative pronoun or adjective.

Who’s your teacher? ( who is)

We do not know whose book this is.

Adapted from PHOENIX Preparation for TOEFL

Commonly misused words - part 1

Commonly misused words

The following list contain pairs of words that often cause problems because they sound alike or have a similar meaning. Learn to distingguish between them and then do the exercise which follows.

1. ACCEPT (v) and EXCEPT (prep) Accept means answer affimatively, agree. Except means omitting.

We accepted their offer of a 10% salary increase.

Answer all the questions except No.2.

2. ACCESS (n) and EXCESS (adj) Access means way of gaining entrance, Excess means extra amount.

There was no access to the house from the back.

There was a charge for excess baggage.

3. ADVICE (n) and ADVISE (v) Advice means an opinion, Advise means give an opinion.

He never listened to his father’s advice.

They advised us to take precautions in hot climate.

4. AFFECT (v) and EFFECT (n) Affect means influence (v), effect means result (n), achieve (v)

The drug was not affecting his speech.

The effect of the drug was quick.

5. AGAIN (adv) and AGAINST (prep) Again means another time, against means in opposition to something or someone.

John took the test again for a better score.

The director was against the idea.

6. ALLUSION (n) and ILLUSION (n) Allusion means an indirect reference, illusion means an unreal image,

She made an allusion to his weight.

In the heat, one gets the illusion that the streets are wet.

7. ALMOST (adv) and MOST (adj) Almost means very nearly, most means the greatest part.

Almost everyone participated in the class.

Most coffe shops serve food as well.

8. AMONG (prep) and BETWEEN (prep) Among is used for three or more persons or things; Between is used for two persons or things.

The question was discussed between John and Bob.

The question was discussed among all the members of the faculty.

9. ALREADY (adv) and ALL READY (adj) Already means by this time, All ready means prepared.

The class had already started when we got there.

She was dressed and all ready to go out.

10. AMOUNT (n) and NUMBER (n) Amount is used with non-count nouns; Number is used with count nouns.

The number of whales is decreasing.

There was a small amount of sugar in the bowl.

11. BARELY (adv) and HARDLY (adv) Barely means only just, Hardly means with difficulty.

I could hardly hear the lecture at the back of the hall.

He had barely enough money to cover the bill.

12. BESIDE (prep) and BESIDES (prep) Beside means near to, Besides means in addition to.

She leaves her slippers beside her bed.

Besides this test, I have two more this week.

13. CAPITAL (n) and CAPITOL (n) Capital means the head town of a country or the accumulated wealth of a person; Capitol means the Congress or State legislature buildings.

He lost all the capital he put into the business.

There were guards in front of the Capitol building.

14. COMPLEMENT (v) and COMPLIMENT (v) Complement means to complete; Compliment means to praise.

He complimented her on her performance.

His tie complements the color of his suit.

15. CONSIDERABLE (adj) and CONSIDERATE (adj) Considerable means much; Considerate means thoughtful.

She has gone to considerable trouble to make this for you.

It was very considerate of the teacher to help me.

16. COSTUME (n) and CUSTOM (n) Costume means a typical style of dress; Custom means traditon.

The students wore their national costumes on International Day.

Each country has its own customs.

17. COUNCIL (n) and COUNSEL (n,v) Council means an assembly of officials; Counsel means advice (n) or to give advice (v)

He was elected as a member of the city council.

We followed the lawyer’s counsel.

18. CREDIBLE (adj) and CREDULOUS (adj) Credible means believable; Credulous means easily taken in.

The student’s excuse was very credible.

She is so credulous, she’ll believe anything.

19. DECENT (adj) and DESCENT (n) Decent means respectable, suitable; Descent means the way down.

A decent person would not cheat you like that.

The descent from the mountain was very dangerous.

20. DESSERT (n) and DESERT (n) Dessert means the final course of a meal;, usually sweet; Desert is a hot, dry area.

Some people eat fruit for dessert.

Cacti grow in the desert.

21. DEVICE (n) and DEVISE (v) Device means an invention; Devise means to create, contrive.

That is a good device for cutting material.

He devised a way of moving the broken-down car.

22. DIFFER (v) and DIFFERENt (adj) Differ and different both mean unlike, not the same, and both are followed by “from”.

These words do not differ from each other in meaning.

These words are different from each other as parts of speech.

23. ELICIT (v) and ILLICIT (adj) Elicit means to draw out; illicit means unlawful, forbidden.

The teacher elicited the answer she wanted from the student.

He gets his money from illicit dealings.

24. EMIGRANT (n) and IMMIGRANT (n) An emigrant is a person who leaves a country to go to another; an immigrant is a person coming to a country.

The first immigrants in American history came from England and the Netherlands.

Many emigrants left Europe for the United States at the beginning of the century.

25. EXAMPLE (n) and SAMPLE (n) Example means something which illustrates a point; Sample means a specimen of a whole.

The word “sugar” is an example of a non-count noun.

At a store they always give her a free sample of perfume.

26. FARTHER (adj) and FURTHER (adj) Both are used for distance, but Further is also used for time, degree and quantity.

Do not read any further than Chapter 1.

San Diego is further/farther south than Los Angeles.

27. FEWER (adj) and LESS (adj) Both mean a small amount or quantity, but fewer is used with count nounts and Less with non-count nouns.

You should eat fewer candies.

You should eat less sugar.

28. FORMER (n) and FIRST (n) Former means the first of two persons or things; First means the first of three or more persons or things.

The test had a listening section and a grammar section, but the former was more difficult for some students.

The test was comprised of three sections: a listening; a grammar, and a reading section, but some thought the first was the most difficult.

29. FORMERLY (adv) and FORMALLY (adv) Formerly means previously; Formally means elegantly, officiallly.

He was formerly a teacher, but now he is an actor.

He dressed formally for the banquet.

30. HAD BETTER (v) and WOULD RATHER (v) Had better is used for advice; Would rather is used for preference.

You had better stay in bed with your cold.

I would rather go to work.

Adapted from PHOENIX Preparation for TOEFL