SALES AND PURCHASE CONTRACT

NO.14X/089/24
Date: 20 MAR, 2024

It is hereby agreed that the Seller will sell and the Buyer will buy, in accordance with the
terms and conditions stipulated hereinafter.

THE EXPORTER: MINA MINU VIETNAM CO., LTD (Party A)

Address: No.28, Bach Dang Street, Ward 14, Binh Thanh District, Ho Chi Minh City, Viet Nam.

THE ENTRUST EXPORTER: VIVIAN CO., LTD (Party C)

Address: No.157, 2A Street, Hiep Binh Chanh Ward, Binh Chanh, Ho Chi Minh City, Viet Nam.

THE IMPORTER: JALAN ALOR CO., LTD (Party B)

Address: NO.79 DGBUAN GAS STATION BLDG, NUEVA ECIJA, PHILIPPINES.

All parties have agreed to sign this contract with the following terms and conditions:

Article 1: Contents of contract

COMMODITY QUANTITY PRICES TOTAL PACKING

(MTS) +/- 5% (USD/MT) AMOUNT
(USD)
1 VIETNAMESE WHITE 486 565 274,590 in PP bag
RICE 100% BROKEN
TOTAL 486 274,590
Port of Loading : Ho Chi Minh port, Viet Nam
Port of Discharge : Manila/Subic, Philippines
Destination charges : Destination charges at loading port and Local charges at discharge port (CIC
Except DTHC, Docs and Containers cleaning ) to be for the Seller’s account.
Packing : In new PP bags with 50 kgs net each. Double stitching at mouth and bottom. 1
percent empty bags supplied free of charge. All bags are for Seller’s account.
Marking : Buyer’s marking
Shipment : In June, 2024
- Seller will not be responsible for any delays caused by breach of shipping lines and loading
port. Cargoes will be shipped in good quality with no odors and fresh rice
Payment terms :
- The Buyer shall sign the contract within 1 (one) working day and arrange a deposit 10% of
the contract value to the Seller’s account by TT payment within 03 (three) working days after the
contract signing date otherwise the contract will be renegotiated according to the Seller.
+ The balance (90%) of contract value will be paid through TT within 3 days after receiving the fax
or remailed of original documents from the seller.
Note: The different amount (the lacking amount)- if have, the Buyer will transfer to Seller’s
account before sending original documents.
The payments shall be made in USD to the Seller’s bank account with details as follows:
Beneficiary's Bank Seller:
- BENEFICIARY: VIVIAN CO., LTD –
- BANK NAME: ACB BANK
- ADD: BINH CHANH, HOCHIMINH CITY, VIETNAM
- A/C NO. (USD) : 347689015
- SWIFT CODE: ASCBVNVX
- All banking charges inside Vietnam for seller’s account. All banking charges outside of Vietnam for
buyer’s account.
- Acceptance for payment by the third party.
Documents: - Signed commercial invoice in 3
copies - Packing list in 2 copies
 - Full sets of 3/3 clean on board ocean bill of lading
- Certificate of Origin (Form D) to be issued by Ministry of Industry and Trade of
Vietnam-
- Certificate of Fumigation to be issued by Any Independent
- Certificate of Phytosanitary to be issued by Vietnam Plant Protection
Department - Certificate of Quality/ Weight to be issued by OIC
- Certificate of Container Cleanliness to be issued by OIC
- Heavy Metal Certificate issued by Supplier
- Non-GMO Certificate issued by Supplier
General Terms : Both parties undertake to carry out the content of this contract strictly.
Any amendment and additional clause for the condition shall be valid only of
marking in writing form and duly confirmed by both parties. All notices shall be
written in English and served to parties by fax or E-mail /courier post. If any
changes of the addresses occur, one party shall inform the other party of the
change of address within 3 days after the change
Responsibilities : A party shall compensate the other for any direct or indirect economic losses
caused as a result of any breach of this contract by such party
If the Buyer fail to receive the cargoes/reject the cargoes, all incurred
fee/charges include but not limited to DEM/DET charges at Port of Discharge,
shall be for Buyer’s account. The Seller shall not have any responsible for these
above charges/fees.
Arbitration/Penalty: All disputes in connection with this Contract or the execution thereof shall be
settled through friendly negotiation. In case of dispute/claim occurred out of or
concerning this contract, if the contracting parties cannot reach amicable settlement
within 30 days from its occurrence, the case shall be referred to Vietnam
International Arbitration Center beside the Chamber of Commerce and Industry of
Vietnam and Vietnam law to be applied. The language to be used in arbitral
proceeding shall be English. The award of arbitration will be binding for both
seller and buyer. The losing party bears all expenses thereof.
Force Majeure: If a party fail to perform all of part of its obligation under this contract due to event of
Force Majeure (meaning an event beyond the reasonable control of the affected
party that is unforeseeable, or unavoidable and beyond remedy if foreseen, and
which happens after the execution of this contract and renders the full or partial
performance of this contract impossible or impracticable). Events of Force Majeure
include but are not limited to floods, fires, draughts, typhoons, earthquakes, and
other acts of God, strikes, insurrections, turmoil and war (whether declared or not)
and any action or inaction of any governmental authority. The performance of such
obligation shall be suspended during the period during which such performance is
affected by the event of the Force Majeure. The party claiming to be effected by an
event of Force Majeure shall notify the other party in writing of the occurrence of
such event as soon as possible.
Re-export : In case the buyer re-export or transship cargo to a third country and/or territory in
the category of Vietnam Government G-G markets, it must be accepted by the
seller based on Vietnamese Regulations.
Other Terms and Conditions: Will be referred to INCOTERMS 2010
The contract and any amendment to this contract shall be valid only if they are made in writing and
signed by both parties. This contract comes into effect from the signing date.
FOR THE PARTY A FOR THE PARTY B FOR THE PARTY C