SALES CONTRACT

No: MA 00001234

Place:

Date: April 17 2019

Between: MARIO FRUITS TRADE IMPORT AND EXPORT CO.,LTD

Address: 236 Thu Khoa Huan street, An Thanh Ward, Thuan An

Town, Binh Duong province

Tel: (+84) 967468863 Fax: (028) 37267377

Email: vandb17402c@st.uel.edu.vn

Represented by Mrs.Van Dao - Director

Hereinafter called as the SELLER

And: SUNNY FARM

Address: 1070 Bridge Mill Ave, Canton, GA 30114, USA

Tel: +1 770 872 7824

Email: phuctng17402c@st.uel.edu.vn

Represented by Ms. Phuc Thai -Director

Hereinafter called as the BUYER

The SELLER has agreed to sell and the BUYER has agreed to buy the commodity
under the terms and conditions provided in this contract as follows:

* Article 1. Commodity: Lapins Cherry

* Article 2. Quality:

Color: dark red

Cultivation type: common

Maturity: 100%

Size: 24-32 cm

Grade: A

Certification: DAFF

Place of origin: Argentina

Harvest time: November to February.

* Article 3. Quantity: 25MT more or less 5% at Seller’s option

* Article 4. Price
Unit price: USD 460/MT FCA Tlibisi International Airport, Georgia, USA, Incoterms
2010
Total amount: USD 11,500.00
Say: United State Dollars eleven thousand five hundred
* Article 5. SHIPMENT
5-1. Destination in Tan Son Nhat Airport, HCM city, Vietnam
5-2. Partial shipments are not allowed
5-3. Transhipments are not allowed
5-4. Port of loading: Tlibisi International Airport, Georgia, USA
5-5. Latest date of shipment: May 30, 2019
5-6. Buyer shall arrange a cranc at discharging port
5-7. Within 95 days of working days after completion of loading of the goods Seller
shall provide the Buyer and consigmee by the Buyer with notice of shipment by fax
* Article 6. Payment
Payment: By Irrevocable letter of Credit the full amount of the contract value
- L/C beneficiary : Sunny Farm Company
- L/C advising bank: Bank of Georgia, USA
- Bank of Opening L/C: Vietcombank (Joint Stock Commercial Bank for
Foreign Trade of Vietnam)
- Time of opening L/C : Not than April 29,2019
 - Payment document:
One full set of payment document for each shipment is required as follows:
▪ Bill of lading: 03 originals and 09 copies of Clean Airway Bill
▪ Signed commercial invoice: 03 originals, 03 copies
▪ Packing list: 03 Originals
▪ Certificate of form A: Certificate of Origin by American World Trade Chamber of
Commerce in 01 originals and 03 copies
* Article 7: Packing and marking.
7.1. Packing: Cherries are guaranteed to be carefully selected and then packed into
new plastic punnets of 250 grams net each, 20 punnets are placed in each carton. At the
packaging stage, a special insulation paper must be left around to keep the chillers cold.
In addition, the inside of the paper is also placed with a layer of dry ice or gel bags to
ensure the temperature is 0 degrees Celsius. Besides, the materials used in packaging
must have enough strength to be able to stack the packages on each other without being
collapsed and avoiding losses due to unintended collisions.

7.2. Marking: The outside of the carton must print at least two symbols on the two
sides, including the following symbols: Do not use hooks, Keep away from heat, Keep
it dry, Stacking limits to ensure the quality during transport.
* Article 9: Penalty.
9.1. Late delivery: In case of delayed delivery except for Force Majeure cases, the
seller shall pay to the Buyer for every week of delay penalty amounting to 0.5% of the
total value of the good whose delivery has been delayed. Any fractional part of a week
is to be considered a full week. The total amount of penalty shall not, however, exceed
10% of the total value of the good involved in late delivery. If the delay is more than 12
weeks, the Buyer is entitled to terminate this contract. 10% of total contract value would
be charged as penalty to the seller.
9.2. Delivery dose not match the quantity and quality: In this case, the seller must
deliver another replacement at the request of the buyer, all costs incurred by the seller.
If after 20 days, the seller still does not deliver replacement goods, the buyer has the
right to cancel the contract, the seller will pay the buyer the compensation amount of
10% of the total contract value.
* Article 10: Force Majeure.
In case of a Force Majeure event (such as earthquakes, fires, epidemics, etc., only to
make some examples) that may jeopardize the agreed delivery schedules, the seller is
obliged to immediately give written communication to the buyer specifying the
resulting extent of the delay, estimated or real. The seller must in any case undertake all
actions aimed at reducing the delay and making up for lost time. Any new delivery date
will have to be agreed between the buyer and the seller in relation to the hindrance of
the Force Majeure cause. In case the Force Majeure cause leads to a delay in delivery
of more than 30 days, the buyer reserves the right to terminate the purchase order at any
time by sending registered letter with return receipt, fax or email to the seller.
* Article 11: Claim

11.1 The Buyer shall examine the goods as soon as possible after their arrival at the
place of business of the Buyer or any other agreed place of examination and shall
notify the Seller in writing of any lack of conformity, specifying the nature of the lack
of conformity of the goods within a reasonable time from the date when the Buyer
discovers or ought to have discovered the lack of conformity. In any case the Buyer
shall have no remedy for lack of conformity if it fails to notify the Seller thereof
within 2 months from the date of arrival of the goods at the place of business of the
Buyer or the otherwise agreed place of examination, if any.
11.2 Goods will be deemed to conform to the contract despite minor discrepancies
which are usual in the particular trade or through course of dealing between the
parties.
11.3 Where goods are non-conforming, the Seller shall at its option and provided it
can do so without unreasonable delay and without causing the buyer unreasonable
inconvenience:
(a) replace the goods with conforming goods, without any additional expense to the
Buyer, or
(b) repair the goods, without any additional expense to the Buyer.
The Buyer will be entitled to liquidated damages for the delay due to replacement or
repair as specified under article 10.2 or as may be agreed in Box A-10.
11.4 If the Seller has failed or refused to properly perform its duties under article 11.3
within a reasonable period, and provided the parties have not agreed on a price
reduction, the Buyer may resort to the remedies provided for by the CISG having
regard to the terms laid down in this contract. As to the damages proven by the Buyer
the maximum amount is limited to the contractually agreed price of the non-
conforming goods.
11.5 Unless otherwise agreed in writing, the remedies under this article 11 exclude
any other remedy for non-conformity.
11.6 Unless otherwise agreed in writing, actions for lack of conformity will be taken
by the Buyer only before arbitral tribunals, and only within a delay of 6 months from
the date of arrival of the goods at the place of examination. It is expressly agreed that
after the expiry of such term, the Buyer shall not plead non-conformity of the goods,
or make a counter-claim thereon, in defence to any action taken by the Seller against
the Buyer for non-performance of this contract.

* Article 12: Arbitration

All disputes arising in connection with this contract shall be finally settled by
International Arbitration Center of Vietnam under International Commercial Law. The
place of arbitration shall be the capital of seller ’s country. The language of arbitration
shall be in English. The parties agree that any award made in accordance with the
provisions of this clause is final and binding on both of them.

Arbitration charge and any other charges will be borne by the losing party.

* Article 13: Other terms

Any amendment of the terms and conditions of this contract must be agreed by both
sidesin writing.
This contract is made in 06 originals in English language, three for each party.
This contract is subject to the Buyer's final confirmation by telex (April 18th, 2019
latest).
Made in Ho Chi Minh City, on 9th April, 2019

On behalf of the Seller On behalf of the Buyer

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