ST25 RICE SALES CONTRACT IN VIETNAM

No. 018/NVF-GL 1234

Hanoi, September 9, 2023

This contract confirms the purchase and sale of ST 25 Vietnam white rice.

Parties:

- Seller:
Hoa Thanh Limited Liability Company
Address: 40 Linh Nam Street, Hoang Mai, Hanoi, Vietnam
Tel: +84967255268
Email: [email protected]
Represented by Ms: Nguyen Thi Nhung. Position: General Director
- Buyer:
KARISHAMI Import-Export Joint Stock Company
Address:2-4-9 Toyosu, Koto-ku, Tokyo, Japan.
Tel: +84267451289
Email:[email protected]
Represented by Mr. (Mrs.): Jack Simary. Position: General Director

Both parties agree to the ST 25 Vietnam rice purchase and sale contract on the
basis of the following conditions:
1. Goods

1.1. Product name: ST 25 Vietnam white rice

1.2 Description of the Goods
- Humidity: no more than 12%
- Impurities: no more than 0.05%
- Broken seeds: no more than 15%
- Whole seeds: at least 80%
- Damaged seeds: no more than 2%
- Silver beans: no more than 8%
- Red seeds: no more than 4%
- Young seeds: no more than 1%
- Rice crop in 2022 - 2023
- Made in Viet Nam

1.3 Quantity of goods

1.3.1 Total quantity of goods 100,000 quintals

1.3.2 Each delivery: Divided into 3 deliveries
+ First time, on October 9, 2023: 30,000 quintals
+ Second time, on November 24, 2023: 40,000 quintals
+ Third time, on January 20, 2023: 30,000 quintals
1.3.3 Percent tolerance: plus or minus 5% of the product
1.4 Check goods
The buyer has the right to inspect the goods before delivery. Goods must meet
standards as sample goods (samples are attached to the Contract), as specified in
Clause 1.2 of the Contract.
1.5. Pack
Rice is packed in woven PP packaging with OPP film, the inner layer is a PE
bubble bag. Each bag has a net weight of 50kg, gross weight of 50.6kg. The edges
of the bag are sealed to prevent mold.
1.6. Other details
1.6.1, Packaging has full product information, eye-catching images, and impressive
design. Printing on packaging must be clear, sharp, and highlight the logo and
brand
1.6.2, Goods must be fumigated and quarantined.
2. Delivery
2.1, Apply Incoterms 2020 of the International Chamber of Commerce (hereinafter
referred to as ICC).

2.2, Delivery location

- Partial delivery: Allowed

- Port of loading: Hai Phong Port, Vietnam
- Port of discharge: Tokyo Port, Japan

2.3, Delivery time:

+ 1st time, on October 9, 2023: 30,000 Ta

+ Second time, on November 24, 2023: 40,000 Ta
+ Third time, on January 20, 2023: 30,000 Ta
2.4, Delivery terms
Applying CPT Incoterms 2020: CPT Tokyo Port,Janpan (Incoterms 2020)

3. Price
3.1, Price: 200 USD/quintal. This price is understood as CPT price according to
Incoterms 2020
3.2, Unit of measurement: Ta
3.3, Total order price: 20 000 000 USD
3.4, Amount in words: Twenty million US dollars
3.5, Insurance: To be borne by the buyer

4. Payment conditions

4.1, Payment method: Payment by irrevocable letter of credit at sight (L/C)

The buyer goes to the bank to open an irrevocable letter of credit at sight,
committing to pay the exporter when the exporter provides all of the following
transfer documents for payment:
- Complete set of commercial invoices.
- All clean bills of lading have been loaded onto the ship.
- Weight and quality certificate issued by an independent supervisor.
- Certificate of origin.
- Plant hygiene certificate.
- Sterilization certificate.
- Cargo manifest (packing list)
- Certificate of hygiene on board ready for cargo entry.
 4.2, Payment time

- Payment of 100% of the contract value from the date of calculating sea
transport.

5. Documents
5.1, the Seller must prepare for the Buyer (or present to the bank as designated by
the Buyer) the following documents:
• Commercial invoice: 3 originals, 3 copies
• Sea transport documents: 1 original, 1 copy
• Certificate of origin: 1 original, 1 copy
• Inspection certificate: 1 original, 1 copy
• Customs documents: 1 original, 1 copy
• Fumigation certificate: 1 original, 1 copy
• Quality certificate: 1 original, 1 copy
5.2, In addition, the Seller must also prepare for the Buyer the documents
specified in the ICC Incorterms according to the delivery conditions that the parties
have chosen according to Article 2 of this Contract.

6. The buyer does not fulfill the payment obligation at the agreed time
6.1, If the Buyer does not pay the price at the agreed time, the Seller will give the
Buyer an additional period of 14 days to make payment. If the Buyer fails to pay
within such additional period, the Seller may declare the contract void according to
Article 10 of this contract.
6.2, If the Buyer fails to pay at the agreed time, the Seller shall in any event be
entitled, without limiting any other rights it may have, to charge interest on the
amount (both before and after any ruling) at a rate of 5.6 % per year.
7. The Seller fails to fulfill its obligation to deliver the Goods at the agreed
time
If the Seller fails to deliver the Goods by the agreed time, the Buyer will give the
Seller an additional period of 15 days within which to make delivery. If the Seller
fails to deliver within such additional period, the Buyer may declare the contract
void pursuant to Article 10 of this contract.
8. Inappropriate
8.1, Goods are not considered to be suitable if the Seller delivers:
8.1.1, Only a part or quantity of the Goods greater or less than the quantity
specified in Article 1 of this contract;
8.1.2, Goods not related to this contract or of a different type;
8.1.3, The goods lack the qualities and/or characteristics specified in Article 1 of
this contract and/or do not have the same qualities as the samples the Seller gave to
the Buyer (goods samples attached to the contract );
8.1.4, The goods are not contained or packaged in the correct manner specified in
Article 1 of this contract.
8.2, the Seller shall be liable under Clause 8.1 for any non-conformity of the goods
that exists at the time the risk passes to the Buyer, even if the non-conformity of
the goods is only apparent after such time. that point,
8.3, the Seller shall not be liable under Article 8.1 for non-conformity of the goods
if, at the time of signing this contract, the buyer knew or should have known about
such non-conformity.
8.4, the Buyer must inspect the Goods, or cause them to be inspected within a
reasonably short period of time depending on each specific case. The Buyer must
notify the Seller of any non-conformity in the Goods, specifying the nature of such
non-conformity, within 2 months after the Buyer discovers or may discover the
non-conformity. This is suitable. In any case, the Buyer will lose the rights arising
from such non-conforming goods if the Buyer does not notify the Seller of this
within 2 months from the date the Goods are actually delivered to the Buyer. Buy.
Notices of non-conformity must be made in writing.
8.5, If the Buyer has given reasonable notice of non-conformity to the Seller, the
Buyer may, at its option:
8.5.1, Request the Seller to deliver the missing Goods and the Buyer does not have
to bear any additional costs;
8.5.2, Require the Seller to replace such Goods with suitable goods at no additional
cost to the Buyer;
8.5.3, Require the Seller to repair the Goods without the Buyer having to bear any
additional costs;
8.5.4, Discount corresponding to the ratio of the value of the Goods delivered at
the time of delivery to the value of the appropriate Goods that should have been
delivered at that time. The Buyer is not allowed to reduce the price if the Seller
replace the non-conforming Goods with conforming goods or repair the Goods in
accordance with Clauses 8.5.2 and 8.5.3 or if the Buyer refuses to accept such
corrective action by the Seller;
8.6, Declaration of contract cancellation according to Article 10 of this contract
The Buyer has the right to request compensation for damages as specified in
Article 14 of this contract

9. Transfer of ownership
9.1, the Seller must deliver to the Buyer the Goods as stipulated in Article 1 of this
contract without any third party claims.
9.2, If the Goods specified in Article 1 of this contract become subject to any rights
or claims of a third party, the Buyer must notify the Seller of such rights or claims
of the third party. third party and require the Seller to deliver other goods that are
not in dispute with the third party to the Buyer without incurring any additional
costs to the Buyer.
9.3, In case the Seller has fulfilled the requirements under Section 9.2 of this
Article, but the Buyer still suffers certain damages, the Buyer can request
compensation, the compensation level is the difference between the contract price
and the price paid for replacement Goods or the resale price for the Goods.
9.4, the Buyer will lose the right to cancel the contract if the Buyer does not notify
the Seller as specified in Clause 9.2 of this Article within 10 days.
9.6, the Buyer has no right to make any claim or action regarding legal defects in
the Goods later than 6 months from the date on which the Buyer becomes aware of
the existence of a third party's right of claim regarding the Goods. chemistry.
10. Cancel the contract
10.1, There will be a breach of contract if a party fails to perform any of its
obligations under this contract, including defective, partial or delayed performance.
10.2, There will be a fundamental breach of contract if:
Failure to comply with an obligation is of the essence of this contract; or failure to
comply will materially deprive the aggrieved party of what he is entitled to expect
under this contract.
- The following acts will be considered a fundamental breach of contract:
10.2.1, Late settlement of contract
10.2.2, Late delivery
10.2.3, Delivery documents and documents were found to be counterfeit
10.2.4, Delivery of goods of insufficient quality
10.3, In the event of a breach of contract under clause 10.1 of these Terms, the
aggrieved party shall, by notice to the other party, provide an additional
performance period of 10 days. During the additional period, the aggrieved party
may refuse to fulfill its reciprocal obligations and may claim damages, but may not
declare the contract void. If the other party fails to perform its obligations within
the additional period, the aggrieved party can declare the contract void.
10.4, In the event of a fundamental breach of contract under the provisions of this
Article, the aggrieved party may declare the contract void without having to
provide any additional period of performance to the other party.
10.5, A declaration of cancellation of the contract is only effective if it is made into
notice sent to the other party.
11. Force majeure- reason for non-performance
11.1, “Force majeure” means war, emergency, accident, fire, earthquake, flood,
storm, demonstration or any obstacle which the affected party can prove is beyond
its control. control of that party and could not have been fully foreseen at the time
of entering into this contract, or its consequences could have been avoided or
overcome.
11.2, The Party affected by Force Majeure shall not be deemed to be in breach of
this contract, or liable to the other party, by reason of delay in performance, or
failure to perform, for any of its obligations under this contract to the extent that
delay or failure to perform is caused by any Force Majeure event of which that
party has notified the other party in accordance with Clause 11.2. The time for
performance of that obligation will be extended according to the provisions of
Article 11.3.
11.3, If any Force Majeure situation occurs in relation to any party which affects or
is likely to affect the performance of any obligation under this contract, notice
must be given to the other party in a reasonable period of time regarding the nature
of the present circumstances and their effect on its ability to perform.
11.4, If the performance of any obligation under this contract by any party is
hindered or delayed due to Force Majeure for a consecutive period exceeding 3
months, the Parties will negotiate in good faith, and make reasonable efforts to
agree on amendments to this contract or alternative arrangements that may be fair
and reasonable to mitigate the effects of Force Majeure. . But if the Parties fail to
agree on such amendments or arrangements within a further period of 30 days, the
other party has the right to terminate this contract by written notice to the affected
Party. due to Force Majeure situations.
12. Entire agreement
12.1, This Agreement sets forth the entire agreement between the Parties relating
to the Alliance. Neither party shall enter into this alliance contract on the basis of
any representation, warranty or obligation of the other party which is not expressly
set forth or referred to in this Agreement. This shall not exclude any liability for
fraud. This contract supersedes any prior agreements or understandings relating to
its subject matter.
12.2, This Contract may not contain any other provisions unless the Parties agree
in writing (possibly by e-mail).
13. Notice
Any notices under this contract must be in writing (may be by e-mail).
14. Dispute resolution
 Any dispute, controversy or claim arising out of or relating to this contract,
including its conclusion, interpretation, performance, breach, termination or
invalidity, shall be resolved by the courts of Vietnam.
15. Applicable law and guiding principles
15.1, Issues related to this contract that cannot be resolved according to the
provisions contained in the contract will be governed by the United Nations
Convention on International Sales Contracts (Vienna Convention on Purchased and
sold in 1980, hereinafter referred to as CISG).
15.2, This contract will be performed in the spirit of good faith and fairness.

DATE AND SIGNATURES OF

THE PARTIES
Seller Buyer
Date: 09/09/2023 Date: 09/09/2023
Name: Nguyen Thi Nhung Name: Jack Simary
Signature Signature