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CONTRACT

Contract No: 211/NN-MC/09


Date: November 11, 2009.

THE SELLER: ABC CORPORATION


MILLENIA TOWER, SINGAPORE
TEL.: FAX:

THE BUYER: XYZ CO., LTD.


BINH DUONG PROVINCE, VIETNAM
TEL: FAX:

The Seller has agreed to sell and the Buyer has agreed to buy AMMONIUM SULPHATE fertilizer with the
terms and conditions provided in this contract, as follows:

1. PRODUCT : AMMONIUM SULPHATE in bulk.

2. SPECIFICATION:
NITROGEN : 21 PCT MINIMUM.
FREE ACID : 0.05 PCT MAXIMUM.
MOISTURE : 0.5 PCT MAXIMUM.
FREE FLOWING.
COLOR : WHITE.

3. QUANTITY : 7,000MT, with 15% more or less as shipping tolerance at Seller’s option.

4. ORIGIN : JAPAN (Manufacturer: UBE INDUSTRIES, LTD.)

5. DELIVERY CONDITION: CFR FO HoChiMinh City port, Vietnam (INCOTERMS 2000)


5.1.LOADING PORT : one main port in Japan.
5.2.DISCHARGING PORT : one safe berth/port in HoChiMinh City port, Vietnam.
5.3.SHIPMENT TIME : latest by December 31, 2009.
5.4 COMBINE SHIPMENT & TRANSSHIPMENT are not allowed.

6. PRICE:
6.1 UNIT PRICE: USDXXX.00 per metric ton net CFR FO HoChiMinh city port, Vietnam, incoterms
2000. (Say: United States Dollars one hundred and twenty five only)
6.2 TOTAL AMOUNT: USDXXX,000.00- CFR FO HoChiMinh city port, VIETNAM, INCOTERMS
2000. (Say: United States Dollars eight hundred and seventy five thousand) with 15 percent more or
less allowed.

7. INSPECTION:
Certificates of quality shall be verified by manufacturer and draft survey shall be verified by an
international independent surveyor at port of loading, which shall be taken as final.
The buyer has the right to appoint S.G.S or Vinacontrol in Vietnam to re-inspect the cargo and lodge
claim if any, to the seller within 30 days from vessel berthing date at port of destination by and for the
account of buyer.

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8. INSURANCE :
Shall be covered by and cost of the Buyer. However, in case the vessel of more than 15 years old has
been chartered by the Seller for transportation/delivery purpose under this contract, any extra insurance
premium charged herewith shall be reimbursed by the Seller within 30 days from the date the Buyer
notifies the Seller.
Seller will inform buyer details of performing vessel together with fax copy of P&I certificate and Buyer
will confirm vessel within one working day.

9. PAYMENT:
By an irrevocable, without recourse letter of credit payable at sight for full amount of seller’s invoice in
US currency opened in favor of ABC CORPORATION.

L/C to be opened latest by November 20, 2009 and payable at sight upon presentation of the
following required documents freely negotiable at any bank in Singapore:

1- Signed commercial invoice, issued by the Seller.


2- 3/3 originals of Clean Ocean Bill of Lading, made out to order of opening bank, notify applicant,
marked FREIGHT PREPAID AND CLEAN SHIPPED ON BOARD. Charter party B/L is acceptable.
3- Packing list.
4- Manufacturer’s certificates of quality.
5- Draft survey report issued by an international independent surveyor.
6- Certificate of Origin issued by Chamber of Commerce or authorized organization.
7- Copy of telex or fax advising directly to buyer full detail of shipment within three (3) working days from
Bill of Lading date.
8- Certificate of hold and hatch cleanliness issued by an international independent surveyor.
9- Beneficiary’s certificate to certify that one set of non-negotiable shipping documents have been sent
to the applicant within seven (7) working days from Bill of Lading date. A copy of DHL receipt is required.
10- Third party documents are acceptable.

10. DISCHARGE CONDITION:


A) Discharging rate: cargo to be discharged at one safe port of Hochiminh city on free out basis with
discharging speed 1,200MT/WWDSHEXEIU (weather working day of 24 consecutive hours, Sunday
and holiday excluded even if used), with 4 workable derricks and prorata
B) Demurrage/ despatch rates: as per charter party.
C) The laytime of discharging to be commenced at 01:00PM if Notice of Readiness (NOR) is given
before 12.00 noon, and at 08:00 AM of the next working day if (NOR) is given in the afternoon during
office hours (12:00 - 17:00), whether in berth or not at the discharging port. Time used before
commencement of laytime shall count as laytime.
D) The seller or the Charterer is to guarantee that the ownership of the carrying vessel not to be
changed during loading, transportation until completion of discharging. Vessel must be suitable for far
ocean transportation and LLoyd's class or equivalent.

11. FORCE MAJEURE:


In the event that the performance or implementation of this contract by either party is prevented or
delayed in whole or in part by war, revolution, riot, act of the government, fire, flood, typhoon, peril,
natural calamities, and other causes beyond the control of either party hereof, none of the parties shall
be liable and responsible for fulfillment of his obligations under this contract.
In the event of Force Majeure, the both parties shall mutually consult and agree upon the appropriate
measures to be taken in order to eliminate, mitigate and minimize the unfavorable consequences
caused by Force Majeure.

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The party who is prevented or delayed in whole or in part from fulfillment of this contract by Force
Majeure shall immediately advise the other party about commencement and cessation of Force Majeure.
Certificates issued by a respective Chamber of Commerce of the incapacitated party’s country shall be
regarded as the sufficient evidence of existence and duration of Force Majeure.
The official advice letter about the Force Majeure shall be sent directly to the Buyer by fax within three
days stating the reason caused to such majeure.

12. ARBITRATION:
In the event of any dispute and differences in opinion arising during implementation of this contract
between the parties of this contract which can not be settled amicably, such dispute shall be settle by
International Arbitration Center at The Chamber of Commerce in Vietnam; the language of arbitration
shall be English. The arbitration shall take place in Ho Chi Minh city, Vietnam. Arbitration fees shall be
born by the losing party.

13. OTHERS TERMS AND CONDITION:


Neither party shall assign this contract without the express written consent of the other party.
No modification or amendment shall be effective unless in writing and signed by both parties.

This contract is made in two originals, one retained by each party, and shall come into force from the date
of signing.

FOR THE SELLER FOR THE BUYER


For and On Behalf of

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