DHN BRASIL TRADE LTDA

BRASIL, 2.491 ANGÉLICA AVE, ROOM 41, ZIP CODE 01227-902, CONSOLAÇÃO - SÃO PAULO - SP,

SALES AND PURCHASE AGREEMENT SUGAR IC45

TRANSACTION CODE AND REFERENCE
DATE OF CONTRACT DECEMBER 2th 2024
CONTRACT NUMBER DHN-IC45-CIF/0212/2024/MG

AS THE SELLER

COMPANY DHN BRASIL TRADE LTDA

REGISTER NUMBER (CNPJ) 70.221.114/0001-47
ADDRESS, CITY, COUNTRY, ZIP BRASIL, 2.491 ANGÉLICA AVE, ROOM 41, ZIP CODE 01227-902, CONSOLAÇÃO - SÃO PAULO - SP,
LEGAL REPRESENTATIVE MR. JOSE LYRA DE ALMEIDA FILHO
PASSPORT NUMBER / COUNTRY FO326291 BRASIL
EMAIL ADDRESS [email protected]

Seller's Bank Coordinates

TO RECEIVE THE PAYMENT
BANK NAME SANTANDER
CODE OF THE INSTITUTION 033
BANK ADDRESS, CITY, COUNTRY AVENIDA BERNARDO VIEIRA DE MELO, 3431, JABOATÃO DOS GUARARAPES –PE - BRAZIL
SWIFT CODE BSCHBRSP
IBAN (BIC) BR54 9040 0888 0374 9013 0051 803C 1
BANK PHONE NUMBER +55 81 99658 5849
BANK BRANCH 3749
ACCOUNT NAME DHN Brasil Trade Ltda.
ACCOUNT NUMBER 000130051803
LEGAL REPRESENTATIVE Mr. JOSE LYRA DE ALMEIDA FILHO
BANK OFFICER Ms. RAYANI BATISTA
BANK EMAIL ADDRESS [email protected]
BANK WEBSITE ADDRESS

Buyer's Bank Coordinates

TO ISSUE THE PAYMENT
BANK NAME TABARAK INVESTMENT BANK
CODE OF THE INSTITUTION
DUBAL LNTERNATIONAL FINANCIAL CENTER BURJ DUMAN, WEST COURT, OFFLCE 208 PO.
BANK ADDRESS, CITY, COUNTRY

SWIFT CODE DUIBAEAD

IBAN (BIC) AE550240097521054987702
BANK PHONE NUMBER
BANK BRANCH
ACCOUNT NAME AKAM HIRAD PARSOMASH
ACCOUNT NUMBER 9752105498T7D2
LEGAL REPRESENTATIVE
BANK OFFICER
BANK EMAIL ADDRESS [email protected]
BANK WEBSITE ADDRESS

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SALES AND PURCHASE AGREEMENT SUGAR IC45

AS THE BUYER

COMPANY AKAM HIRAD PARSOMASH

REGISTER NUMBER 14009373268_ BURJ DUMAN, OFFLCE 208 PO.
ADDRESS, CITY, COUNTRY, ZIP DUBAL LNTERNATIONAL FINANCIAL CENTER BURJ DUMAN, OFFLCE 208, PO.BOSC S06824
UNITED ARAB EMIRATES
BUSINESS PHONE +971 034 435 0315
LEGAL REPRESENTATIVE Mr. MOHSEN ALIVAND
PASSPORT NUMBER BO305121
MOBILE PHONE +971 034 435 0315
[email protected]
EMAIL ADDRESS

WEBSITE ADDRESS http://akamindustry.

ARTICLE 1
PRODUCT SPECIFICATIONS

WHITE REFINED SUGAR ICUMSA 45 - SPECIFICATION / QUALITY

Polarization 99,80% min
Moisture 0,04% max by weight
Ash Content 0,04% max by weight
ICUMSA Rating ICUMSA 45 RBU attenuation index (method #. 4-1978)
Solubility 100% dry & free flowing
Magnetic Particles 4 Mg / kg
SO2 20 Mg/ Kg Max.
Color Sparking White, max 45
Table Grade Standard
Granulation fine standard
Sulphur Dioxide 20 mg/kg Min.
Sediments None
Smell Free of any odor
Reducing Sugar 0.010% Max by weight
HPN Staph Aureus Nil
Max AS 1 P.P.M.
Max PS 2 P.P.M.
Max CU 3 P.P.M.
Substance Solid Crystal
Crop Current
Free From Mold, unnatural odors, chemicals and insects
Poisonous Phytosanitary certificate
Radiation Normal certified without presence of cesium or iodine.
No radiation, no viruses, insect parts, no poisonous matter
Seed Husks
and non genetic and is suitable for human consumption.

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SALES AND PURCHASE AGREEMENT SUGAR IC45

ORDER INFO

Origin BRAZIL
Packing Type DOUBLE SACKS, 50-KG PP BAGS.
Type of Product HUMAN CONSUMPTION
Price USD465,00 (FOUR HUNDRED AND SIXTY FIVE AMERICAN DOLLARS) PER METRIC TONS
Total Quantity - 50,000MT
Total Value USD 23.250.000,00

Quantity Per Delivery 50,000MT X 1 SHIPMENT

Contract Period 01(ONE)MONTH - SPOT

Incoterm Contract - CIF

Delivery Schedule DECEMBER 2024

Port of Discharge JABAL ALI, UNITED ARAB EMIRATES

TERMS AND DEFINITIONS

ARTICLE 2

SELLER’S AFFIRMATION
DHN BRASILTRADE LTDA. and, HEREAFTER “SELLER”, HEREBY CERTIFIES, REPRESENTS AND WARRANTS THAT IT CAN FULFILL THE
REQUIREMENTS OF THIS AGREEMENT AND PROVIDE WHITE REFINED SUGAR ICUMSA 45

ARTICLE 3

BUYER’S AFFIRMATION

AKAM HIRAD PARSOMASH HEREAFTER, “BUYER”, MAKES AND CONFIRMS THAT IT IS READY, WILLING AND ABLE TO PURCHASE WHITE
REFINED SUGAR ICUMSA 45, HEREAFTER “COMMODITY” UNDER THE TERMS AND CONDITIONS OF THIS SALES AND PURCHASE
AGREEMENT AND THIS AMMENDMENT, HEREAFTER “AGREEMENT” AND SUBJECT TO VERIFICATION OF THE BUYER’S
FINANCIALCAPABILITY BY SELLER.

ARTICLE 4
MUTUAL AFFIRMATION

UPON CONSIDERATION OF THE MUTUAL AGREEMENTS, PROMISES, BENEFITS, TERMS AND VALUABLE CONSIDERATION
BETWEEN AND IN THE BENEFIT OF DHN BRASILTRADE LTDA, AND AKAM HIRAD PARSOMASH DETERMINED TO ENTER
INTO THIS SALES AND PURCHASE CONTRACT IN ACCORDANCE WITH THE FOLLOWING AMMENDMENT, TERMS AND
CONDITIONS SET OUT HERE

++++++++++++++++++3/++ BLANK ++++++++++++++++++++

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ARTICLE 5
DEFINITIONS IN THIS CONTRACT

“THE SELLER” OR “SELLER” OR “SELLER’S” MEANS, DHN BRASIL TRADE LTDA and “THE BUYER” OR “BUYER’S” AKAM HIRAD PARSOMASH
“THE CONTRACT”, “THIS CONTRACT” AND OR “THE AGREEMENT” MEANS THIS SALES AND PURCHASE CONTRACT.

● THE COMMODITY” OR “THE PRODUCT” MEANS SU White Refined Sugar ICUMSA 45 “MT” MEANS

● METRIC TONNES THAT IS THE WEIGHT UNIT UNDER WHICH THE PRODUCT IS SOLD.

● “USD” MEANS UNITED STATES (U.S.) DOLLARS, THE CURRENCY FOR MONETARY EXCHANGE, MONETARY EXPRESSIONS
AND PAYMENTS UNDER THIS CONTRACT.

● “ICC” MEANS INTERNATIONAL CHAMBER OF COMMERCE, UCP 600 ICC UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS 2007 REVISION (UCP) IMPLEMENTED ON JULY 1, 2007.

● “INCOTERMS 2020 EDITION” MEANS A STANDARD TRADE DEFINITIONS MOST COMMONLY USED IN INTERNATIONAL
SALES CONTRACTS.

● “SGS “MEANS SOCIÉTÉ GÉNÉRALE DE SURVEILLANCE, OR SIMILAR OTHER.

● “CIF” MEANS COST,INSURANCE AND FREIGHT

● “INTERNATIONAL BANKING DAYS” MEANS REFERS TO THE DAYS AND DATES THAT BANKS CONDUCT BUSINESS, THE SAME
AS BUSINESS DAYS. THESE DAYS DO NOT INCLUDE WEEKENDS OR BANK HOLIDAYS”.

● “SHIPPING ORDER” MEANS THE SPECIFIC INDIVIDUAL ORDERS THAT THE BUYER WILL ISSUE TO THE SELLER TO ELIMINATE THE
TOTAL QUANTITY. EACH SHIPPING ORDER MUST CONTAIN, AMONG OTHER PERTINENT INFORMATION, THE SIZE OR CAPACITY OF
THE TERMINAL OR WAREHOUSE DESIGNATED BY THE BUYER, AND THE DELIVERY DATE”.

● “DOCUMENTS REQUIRED IN THIS AGREEMENT: “SIGNATURE AND DATE OF SALE AND PURCHASE AGREEMENT” ALL TERMS
RELATING TO OR REFERRING TO THE SIGNATURE OR DATE OF THE SALE AND PURCHASE AGREEMENT SHALL BEGIN ON THE
DATE OF SIGNATURE OF THIS AGREEMENT, WITH ITS RESPECTIVE EXPORT DOCUMENTS”.

ARTICLE 6
CONDITIONS

PAYMENT TERMS
100% PAYMENT WITH SBLC(STAND BY LETTER OF CREDIT)MT760, ISSUED AND CONFIRMED BY
TOP-50 BANK, MADE OPERATIVE, IRREVOCABLE, TRANSFERABLE, DIVISIBLE ,UPON INSPECTION
SHIPPING TERMS N/A

THE FOLLOWING SHIPPING DOCUMENTS WILL BE AVAILABLE:

1. BILL OF LADING
SHIPPING DOCUMENTS 2. COMMERCIAL INVOICE
3. PACKING LIST
4. CERTIfiCATE OF ORIGIN
5. SGS CERTIfiCATE OR SIMILAR
6. PHYTOSANITARY CERTIFICATE
INSPECTION REQUIREMENT QUALITY, QUANTITY AND WEIGHT

CERTIFICATION
N/A
REQUIREMENT

ANY INFORMATION MARKED WITH THE INDICATION "TBI (TO BE INFORMED) BY THE
BUYER" MUST BE PROVIDED IN A FULLY REVISED ICPO.
ADDITIONAL REMARKS BUYER MUST PROVIDE COPY OF PASSPORT PAGES OF ITS REPRESENTATIVE IN A FULLY
REVISED ICPO.
BUYER'S PRIMARY BANK MUST BE RANKED WITHIN WORLD'S TOP-50 BANKS. OTHERWISE,
CONFIRMING BANK MUST FALL IN THIS CATEGORY OF WORLD'S TOP-50 BANKS.

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SALES AND PURCHASE AGREEMENT SUGAR IC45

ARTICLE 7

CONTRACT PROCEDURES
7.1 SELLER ELECTRONICALLY SENDS A DRAFT-ONLY SALES AND PURCHASE AGREEMENT (SPA) TO BUYER FOR APPROVAL AND
DIGITALSIGNATURE.
7.2 BUYER PROPOSES ANY NECESSARY AMENDMENTS OR APPROVES.
7.3 SELLER REVIEWS AND SUBMIT THE SPA ACCORDINGLY, BOTH BUYER AND SELLER DIGITALLY SIGNS SPA AND RECEIVE A COPY
OFDIGITALLY SIGNED SPA.
7.4 SELLER ELECTRONICALLY SENDS A DRAFT-ONLY PROFORMA INVOICE TO BUYER FOR APPROVAL AND DIGITAL SIGNATURE.
7.5 BUYER APPROVES AND DIGITALLY SIGNS PROFORMA INVOICE. BOTH BUYER AND SELLER RECEIVE A COPY OF DIGITALLY SIGNED
PROFORMA INVOICE.
7.6 AFTER SELLER AND BUYER DIGITALLY SIGN THE SALE AND PURCHASE AGREEMENT (SPA), THE BUYER WILL MAKE 100% OF THE
PAYMENT AFTER INSPECTING THE PRODUCT WITH AN SBLC (STAND BY LETTER OF CREDIT)MT760, ISSUED ANDCONFIRMED BY
TOP-50 BANK, MADE OPERATIVE, IRREVOCABLE, TRANSFERABLE, DIVISIBLE

CONTRACT CLAUSES

ARTICLE 8
WEIGHT & QUALITY INSPECTIONS

THE SELLER GUARANTEES THAT DELIVERY OF THE PRODUCT WILL BE MADE WITH A QUALITY, QUANTITY AND WEIGHT INSPECTION
CERTIFICATE, DELIVERED TO THE TERMINAL OR WAREHOUSE DESIGNATED BY THE BUYER. INSPECTION MUST CERTIFY THAT ALL
PRODUCT IS IN GOOD CONDITION, CONDITION AND ACCORDING TO SPECIFICATIONS. SGS (OR OTHER SIMILAR PARTY) MUST
PERFORMPRODUCT INSPECTION DURING RECEIPT OF EACH LOAD, THESE COSTS ARE THE RESPONSIBILITY OF THE BUYER.
THE BUYER ANALYZES AND CHECKS THE SUGAR WHEN IT ARRIVES AT THEIR DESIGNATED TERMINAL OR WAREHOUSE.

ARTICLE 9
DOCUMENTATION PRESENTED FOR PAYMENT

A FULL SET OF THE FOLLOWING DOCUMENTS WILL BE ISSUED FOR PAYMENT IN 01 ORIGINAL AND 03 COPIES:

● COMMERCIAL INVOICE (ORIGINAL, SIGNED AND STAMPED BY THE SELLER), CONFIRMING THE NAME OF THE GOODS,
QUANTITY, VALUE OF THE INVOICE AND LOCATION TO BE DELIVERED.
● WEIGHT AND QUALITY INSPECTION CERTIFICATE, ISSUED BY SOCIÉTÉ GÉNÉRALE DE SURVEILLANCE (SGS OR OTHER SIMILAR)
AT THE TERMINAL OR WAREHOUSE DESIGNATED BY THE BUYER, SHOWING THE TYPE, QUALITY AND QUANTITY SENT,
EVIDENCE THAT THE GOODS ARE IN FULL COMPLIANCE WITH THE SPECIFICATIONS AND CONDITIONS MENTIONED IN THIS
AGREEMENT.
● CERTIFICATE OF ORIGIN ISSUED BY OR ENDORSED BY CHAMBER OF COMMERCE OF THE COUNTRY.

● CERTIFICATE OF PHYTOSANITARY. • NO RADIATION CERTIFICATESPELLING AND TYPOGRAPHICAL ERRORS AND DIFFERENCES

OF SUCH NATURE BETWEEN BANK ISSUED AND BENEFICIARY ISSUED DOCUMENTS SHALL NOT BE DEEMED DISCREPANCIES
PROVIDED THAT THE INTENT OF THE WRITER IS CLEAR FROM THE TEXT.

INCOTERMS 2020 IS INCORPORATED IN THIS AGREEMENT AS A COPYRIGHTED AGREEMENT GOVERNED BY THE INCOTERMS 2020.

ARTICLE 10
VESSEL DISCHARGE AND DEMURRAGE
ALL TRANSPORTATION COSTS TO THE PORT ARE BORNE BY THE SELLER. UNLOADING, STORAGE AND LOADING OF THE SHIP, AT THE
BUYER'S EXPENSE.
ARTICLE 11
ADVICE OF SHIPMENT
15 DAYS, 72 H; 48 H; 24H AND 6H TO THE DESTINATION PORT SERVICES BEFORE SHIP ARRIVAL.

ARTICLE 12
IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES

● ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION HAVING ANY EFFECT ON THIS CONTRACT ARE ON THE
BUYER’S ACCOUNT AND HIS SOLE RESPONSIBILITY. BUYER MUST HAVE PROOF OF PAYMENT OR IMPORT PERMISSIONS AND
PERMITS IN WRITING, BY THE INTERNATIONAL CHAMBER OF COMMERCE OR MINISTRY OF TRADE OF COMMODITY RECEIVING
PORT AND COPIES SENT TO THE SELLER.
● BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, PERMISSIONS AND LICENSES OR ANY OTHER
DOCUMENTS REQUIRED BY THE GOVERNMENT OF THE IMPORTING NATION. SELLER SHALL BEAR NO RESPONSIBILITY TO
PROVIDE SUCH DOCUMENTATION. BUYER WILL BEAR ALL COSTS ASSOCIATED WITH SECURING SUCH DOCUMENTS AND WILL
ALSO BEAR ALL COSTS AND PENALTIES IF SUCH DOCUMENTS ARE NOT SECURED. IN NO CASE SHALL THE SELLER BE HELD
LIABLE FOR MISSING OR IMPROPER DOCUMENTATION THE BUYER IS REQUIRED TO PROVIDE. ALL SHIPPING DOCUMENTS ARE
TO BE BASED ON INCOTERMS 2020

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ARTICLE 13

OTHER CONDITIONS
● THE SELLER RESERVES THE RIGHT TO SUPPLY THE CONTRACTED PRODUCT FROM ANOTHER PLANT/REFINERY, APPROVED BY
THE CERTIFICATION AND ACCREDITATION ADMINISTRATION OF THE DESTINATION COUNTRY, AS PLANT/REFINERY WITH AN
ACCEPTABLE REGISTRATION NUMBER, AS THOSE DESCRIBED IN THIS SALES AND PURCHASE CONTRACT (SPA), PROVIDED THAT
THE PRODUCT CONFORMS TO THE TYPE AND QUALITY OF THE CONTRACTED PRODUCT AND DON'T EXCEED THE CURRENT
ANTIDUMPING RATES UNDER THE LAWS AT DESTINATION COUNTRY, IF ANY APPLICABLE.

ARTICLE 14
FORCE MAJEURE
NEITHER OF THE CONTRACTING PARTIES WILL ANSWER FOR THE MISCARRYING OUT IN DUE TIME OR/AND FOR THE IMPROPER TOTAL OR
PARTIAL PERFORMANCE OF EITHER OBLIGATION HE MAY HAVE ON THE BASIS OF THIS PRESENT CONTRACT, IF THE MISCARRYING OR
IMPROPER PERFORMANCE WERE CAUSED BY FORCE MAJEURE AS ESTABLISHED BY LAW.
THE PARTY THAT INVOKES FORCE MAJEURE OUTSIDE OF NATURAL CAUSES EARTHQUAKE, STORMS, OR FIRE THROUGH (ACT OF GOD),
OR DECLARATION OF WAR, CIVIL WAR, MILITARY ACTION, GOVERNMENT EMERGENCY ACTIONS, STOP ORDER, STRIKE IS OBLIGATED TO
LET THE OTHER PART Y KNOW ABOUT IT ON A PERIOD OF 05 DAYS, CONDITIONS PERMITTING, AND HAS TO TAKE ALL THE POSSIBLE
MEASURES IN ORDER TO LIMIT CONSEQUENCES. IF IN A PERIOD OF 15 DAYS SINCE THE EVENT TAKES PLACE THIS DOES NOT CEASE, THE
PARTIES HAVE THE RIGHT TO ASK FOR REASONABLE COMPENSATION.

ARTICLE 15
DISCLOSURE

THIS CONTRACT IS NOT TO BE FREELY CIRCULATED AND IS ONLY FOR THE PURPOSE OF THE TRANSACTION CONTAINED HEREIN. ALL
DISCLOSED INFORMATION ABOUT THE TRANSACTION TO INSURANCE AGENTS SHIPPING COMPANIES, BANKING OFICIALS, AND
FOWARDING AGENTS, AND RELATED PARTIES SHOULD NOT BE HELD AS BREACH OF CONFIDENTIALITY, NOR BUYER OR SELLER SHOULD
BE HELD RESPONSIBLE FOR THE ACTIONS OF OFFICERS OR AGENTS OF SUCH THIRD PARTIES

ARTICLE 16
NON-CIRCUMVENTION AND NONDISCLOSURE

THE PARTIES ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE, LONDON, UNITED KINGDOM
FOR NON-CIRCUMVENTION AND NONDISCLOSURE WITH REGARDS TO ALL AND EVERYONE OF THE PARTIES INVOLVED IN
THISTRANSACTION AND CONTRACT, ADDITIONS RENEWALS, AND THIRD PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR A PERIOD
OF 05 YEARS FROM THE DATE OF EXECUTION OF THIS CONTRACT WITH ADDITIONAL 02 YEARS AUTOMATIC ROLL OVER RENEWALS AT THE
CLOSE OF EACH TRANSACTION OR EXCHANGE OF INFORMATION. THIS CLAUSE IS EXTENSIVE TO ALL SALES AND PURCHASE CONTRACT
SELLER’S INITIALS BUYER’S SOCIETE AND DHN BRASILTRADE LTDA..SUBSIDIARIES AND OR AFFILIATED COMPANIES AND INCLUDES AND
PROTECTS THE INTERMEDIARY COMPANIES, ACTING AS BROKERS. IT IS FURTHER AGREED THAT ANY INFORMATION OF BUYER AND
SELLER CONTAINED IN THIS AGREEMENT IS TO BE HELD IN THE STRICTEST CONFIDENCE

ARTICLE 17
ARTICLE 17

VARIATION AND INDULGENCE

NO WAIVER BY A PARTY OF ANY BREACH, FAILURE, OR DEFAULT IN PERFORMANCE BY THE OTHER PARTIES, AND NO FAILURE, REFUSAL,
OR NEGLECT BY A PARTY TO EXERCISE ANY RIGHT HEREUNDER OR TO INSIST UPON STRICT COMPLIANCE WITH OR PERFORMANCE OF
THE OTHER PARTY’S OBLIGATIONS UNDER THIS CONTRACT, SHALL CONSTITUTE A WAIVER OF THE PROVISIONS OF THIS CONTRACT,
UNLESS IN WRITING ANG SIGNED BY BUYER AND SELLE

ARTICLE 18

MISCELLANEOUS
ALL DOCUMENTATION RELATED TO THIS CONTRACT OR REFERRED BY THIS CONTRACT SHALL BE IN ENGLISH LANGUAGE . ANY
DOCUMENTS GENERATED BY THE COUNTRY OF ORIGIN IN OTHER THAN ENGLISH LANGUAGE, THE DOCUMENT WOULD NOT BE BINDING
ON BUYER AND SELLER UNTILL THE RECEIVING PARTY ACCEPTS IN WRITING THE ENGLISH TRANSLATION AS VALID. THIS CONTRACT SHALL
NOT BE ASSIGNED WITHOUT BUYER’S PRIOR WRITTEN CONSENT, AND BUYER AND SELLER RESERVE THE RIGHT TO FURTHER ASSIGN
THIS CONTRACT, SHOULD THE NEED ARISE, TO INSURE FULL AND COMPLETE PERFORMANCE OF ITS OBLIGATIONS AS THE SELLER AND
THE BUYER UNDER THIS CONTRACT PROVIDED THAT PRIOR NOTIFICATION OF THE ASSIGNMENT IS GIVEN TO AND AGREED BY THE OTHER
PART

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ARTICLE 19

MEDIATION AND ARBITRATION

IF A CLAIM, DEMAND, DISAGREEMENT, CONTROVERSY OR DISPUTE (COLLECTIVELY, “DISPUTE”) ARISES FROM OR IN CONNECTION WITH
THIS CONTRACT OR THE BRANCH THEREOF, AND IF THE DISPUTE CANNOT BE SETTLED THROUGH DIRECT DISCUSSIONS, THE PARTIES
AGREE TO ENDEAVOR FIRST TO SETTLE THE DISPUTE IN AN AMICABLE MANNER BY MEDIATION TO BE HELD IN THE CITY OF PARIS,
FRANCE, OR RIO DE JANEIRO, BRASIL THERE AFTER, ANY UNRESOLVED DISPUTE ARISING FROM OR RELATING TO THIS CONTRACT OR
BREACH THEREOF SHALL BE SETTLED BY ARBITRATION CONTROVERSY OR CLAIM INITIATED BY WRITTEN NOTICE BY EITHER PARTY TO
THE ORDER (THE “NOTICE OF ARBITRATION”). THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND HELD IN, LONDON, UK AND THE
LAW SHALL BE OF ENGLAND AND WALES IN ACCORDANCE WITH ITS INTERNATIONAL ARBITRATION RULES, AS SUPPLEMENTED BY THE
SUPPLEMENTARY PROCEDURES FOR INTERNATIONAL COMMERCIAL ARBITRATION. EACH PARTY SHALL DESIGNATE ONE ARBITRATOR
(WHO SHALL HAVE EXPERTISE IN THE SUGAR INDUSTRY) WITHIN 15 DAYS OF THE RECEIPT OF THE NOTICE OF ARBITRATION AND THE
TWO APPOINTED ARBITRATORS SHALL JOINTLY DESIGNATE A THIRD ARBITRATOR (WHO SHALL HAVE EXPERTISE IN THE SUGAR
INDUSTRY) WITHIN 10 DAYS OF THEIR APPOINTMENT. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED
IN ANY COURT HAVING JURISDICTION THEREOF AND THE PARTIES AGREE THAT ANY AND ALL ARBITRATION AWARDS SHALL BE FINAL,
BINDING AND SUBJECT TO NO APPEAL, AND SUCH AWARDS SHALL DETERMINE RESPONSIBILITY FOR THE COSTS OF ARBITRATION AND
ALL MATTERS RELATED THERETO. NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, NEITHER PARTY SHALL BE
PRECLUDED FROM SEEKING INJUNCTIVE RELIEF OR A TEMPORARY RESTRAINING ORDER PRIOR TO IMPLEMENTING PRECEDURES FOR
MEDIATION OR ARBITRATION HEREUNDER PROVIDED THAT SUCH PARTY DETERMINES IN THE GOOD FAITH EXERCISE OF ITS BEST
JUDGMENT THAT IT WILL SUFFER IRREPARABLE HARM OR INJURY BY ANY DELAY CAUSED BY MEDIATION OR ARBITRATION
PROCEEDINGS. BUYER’S ACCEPTANCE OF THE SHIPMENT AND THE PRODUCT AS PER THE DELIVERY TERMS OF THIS CONTRACT SHALL
BE CONCLUSIVE EVIDENCE BEFORE ANY COURT OF LAW OR ARBITRATION THAT THE TERMS AND CONDITIONS ENCAPSULATED IN THIS
CONTRACT WERE FULLY MET BY SELLER

ARTICLE 20

GOVERNING LAW

THE CONTRACT WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE RULES OF THE ICC AND SUBJECT TO THE
INTERPRETATION OF INCOTERM 2020 EDITION. ANY DISCREPANCIES BETWEEN THE GOVERNING APPLICABLE LAWS OF ENGLAND AND
WALES AND THIS CONTRACT, THE PARTIES AGREEMENT CONTAINED IN THIS CONTRACT SHALL PREVAIL, AS LONG AS THEY ARE LEGAL.
THERE SHALL EXIST ANY LEGALITY CONFLICT BET WHEN ANY PROVISION CONTAINED HEREIN AND ANY SUCH APPLICABLE LAW OR
POLICY, THE LATTER SHALL PREVAIL; AND THE PROVISION OR PROVISIONS HEREIN AFFECTED SHALL BE CURTAILED, LIMITED OR
ELIMINATED TO THE EXTENT (BUT ONLY TO THE EXTENT) NECESSARY TO REMOVE SUCH LEGAL CONFLICT, AND AS SO MODIFIED, ANY
AND ALL OTHERS WORDS, PHRASES, PARAGRAPHS OR ARTICLES OF THIS CONTRACT SHALL CONTINUE IN FULL FORCE AND LEGAL
EFFECT

ARTICLE 21

CAPTIONS

THE CAPTIONS USED IN THE CONNECTION WITH THE ARTICLES OF THIS CONTRACT ARE INSERTED ONLY FOR THE PURPOSE OF
REFERENCE. SUCH CAPTIONS SHALL NOT BE DEEMED TO GOVERN, LIMIT, MODIFY, OR IN ANY OTHER MANNER AFFECT THE SCOPE,
MEANING, OR INTENT OF ANY PROVISIONS OR ANY PART THEREOF; NOR SHALL SUCH CAPTIONS OTHERWISE BE GIVEN ANY LEGAL
EFFECT.

ARTICLE 22
ADDRESS AND NOTICES

THE PARTIES ADDRESSES ARE AS RECORDED HEREIN AT THE BEGINNING OF THIS CONTRACT AND NOTICES TO SUCH ADDRESS WILL
BE REGARDED AS RECEIVED WITHIN 07 DAYS AFTER DISPATCHED BY COURIER SERVICE TO SUCH ADDRESS WITH A COPY TO
REGISTERED MAIL AND A COPY BY FAX AND EMAIL OF THE NOTIFICATIONS AND THE COURIER RECEIPT, ALL TO BE SENT
SIMULTANEOUSLY. ANY CHANGE OF ADDRESS SHALL BE BY WRITTEN NOTICE SENT IN THE SAME TERMS AND CONDITIONS AS SPECIFIED
ABOVE.

ARTICLE 23
ENTIRE AGREEMENT

THIS CONTRACT EXPRESSES THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN SELLER AND BUYER AND REPLACES AND
SUPERSEDES ANY AND ALL PREVIOUS ARRANGEMENTS, UNDERSTANDINGS, REPRESENTATIONS, EITHER ORAL OR WRITTEN, INCLUDING
THE ICPO AND ALL OTHER DOCUMENTS PREVIOUS TO THIS CONTRACT AND REGARDING THE SUBJECT MATTER HEREOF.

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ARTICLE 24
EXECUTION OF CONTRACT

UPON FULL EXECUTION THIS CONTRACT SHALL BE LEGAL AND BINDING BY FAX AND EMAIL COPIES, EACH OF WHICH SHALL BE DEEMED
AS ORIGINAL IN NATURE AND WILL REMAIN ENFORCEABLE UNTIL BUYER AND SELLER EXECUTE 04 ORIGINALS. SELLER WILL SEND TO
BUYER BY COURIER FOUR FULLY EXECUTED ORIGINALS SETS WITH SIGNATURE IN EVERY PAGE OF THE CONTRACT. SELLER WILL
EXECUTE AND DISTRIBUTE ALL FOUR ORIGINALS. ONE SET TO BUYER; ONE SET TO BUYER’S BANK, ONE SET TO SELLER’S BANK AND
SELLER WILL KEEP ONE SET. CARBON COPIES CANNOT BE USED AND WILL NOT BE ACCEPTED OR VALID. THEREAFTER ANY ADDITIONS,
DELETIONS OR AMENDMENTS TO THIS CONTRACT WILL NOT BE VALID UNLESS AGREED IN WRITTEN AND SIGNED BY THE BOTH PARTIES
UTILIZING THE SAME PROCEDURE DESCRIBED ABOVE.

ARTICLE 25
BREACH OF CONTRACT AND TERMINATION NOTICE

IF ANY PARTY TO THIS AGREEMENT SHOULD MAKE UNAUTHORIZED CONTACT WITH THE BANK OF THE SELLER OR THE BUYER, SUCH
CONTACT SHALL BE CONSIDERED INTERFERENCE WITH THE AGREEMENT AND SHALL AT THE OPTION OF THE BUYER OR THE SELLER,
CONSTITUTE VALID REASON TO TERMINATE THIS AGREEMENT. THE INTERFERING PARTY WILL BE CHARGED WITH THE LOSS OF PROFITS
IN THIS TRANSACTION BY THE INJURED PARTY WHO WILL BE ENTITLED TO FILE LEGAL PROCEEDINGS AGAINST THE INTERFERING PARTY
AT THE INTERNATIONAL CHAMBER OF COMMERCE AT LONDON, UNITED KINGDOM TO RECOVER THEIR LOSSES.

ARTICLE 26

SCHEDULE :
PRODUCT PRICE CIF (USD) MONTH OF QUANTITY TOTAL VALUE
PER METRIC TON SHIPPING (MT) CIF (USD)
White Refined Sugar ICUMSA 45 • 1/1 $465 DECEMBER 2024 50,000 MT $23.250.000,00 USD
ARTICLE 27

OF PENALTIES

AFTER INSPECTION IF THE BUYER DOES NOT MAKE PAYMENT, WITHIN 48 HOURS ACCORDING TO CLAUSE 6, THEY WILL PAY USD 61,000
(SIXTY-ONE THOUSAND US DOLLARS) AS A FINE.

ARTICLE 28
CONTRACT SIGNATORIES

IN WITNESS THEREOF, BOTH PARTIES HAVE CAUSED THIS CONTRACT TO BE SIGNED AND EXECUTED BY THEIR AUTHORIZED
REPRESENTATIVES AND HAVE THEREBY UNDERSTOOD AGREED SALES AND PURCHASE CONTRACT SELLER’S INITIALS BUYER’S INITIALS
DHN BRASIL TRADE LTDA AND AKAM HIRAD PARSOMASH, ACCEPTED THE TERMS AND CONDITIONS SO STATED HEREIN WITH
SIGNATURES AFFIXED BELOW ON THE FIRST DATE ABOVE W

BUYER´S REPRESENTATIVE – Mr. MOHSEN ALIVAND - CEO

COPY OF PASSPORT
BUYER´S SIGNATURE:

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 DHN BRASIL TRADE LTDA
BRASIL, 2.491 ANGÉLICA AVE, ROOM 41, ZIP CODE 01227-902, CONSOLAÇÃO - SÃO PAULO - SP,

SALES AND PURCHASE AGREEMENT SUGAR IC45

SELLER REPRESENTATIVE – MR. JOSÉ LIRA DE ALMEIDA FILHO – CEO

SELLER´S SIGNATURE:

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement
shall be incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in global and National Commerce Act’’ or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by
the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive
No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously trans mitted by electronic means provided
however, that any such request shall in no manner delay the parties from performing their Respective obligations and duties under EDT instruments.

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