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NHÓM UNICORNS
 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 8: Penalty.
8.1. Late delivery:

If the Seller is in delay in delivery of any goods as provided in this contract, the Buyer
is entitled to claim liquidated damages equal to 0.5% of the price of those goods for
each complete day of delay as from the agreed date of delivery or the last day of the
agreed delivery period, as specified in Article 5 of this contract, provided the Buyer
notifies the Seller of the delay.

Where the Buyer so notifies the Seller within 15 days from the agreed date of delivery
or the last day of the agreed delivery period, damages will run from the agreed date of
delivery or from the last day of the agreed delivery period. Where the Buyer so
notifies the Seller more than 60 days after the agreed date of delivery or the last day of
the agreed delivery period, damages will run from the date of notice. Liquidated
damages for delay shall not exceed 10% of the price of the delayed goods. If the delay
is more than 12 weeks, the Buyer is entitled to terminate this contract

8.2. Delivery dose not match the quantity and quality

8.2.1 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.

8.2.2 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.

8.2.3 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 9.

8.2.4 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.

8.2.5 Unless otherwise agreed in writing, the remedies under this article 11 exclude
any other remedy for non-conformity.

8.2.6 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.

8.3 Non-performance of the Buyer’s obligation to pay the price at the agreed time

8.3.1 If the Buyer fails to pay the price at the agreed time, the Seller shall fix to the
Buyer an additional period of time of 15 days for performance of payment. If the
Buyer fails to pay the price at the expiration of the additional period, the Seller may
declare this contract avoided.

8.3.2 If the Buyer fails to pay the price 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
outstanding amount (both before and after any judgment) at the rate of 1.5 % per
annum. [Alternatively: Specify other rate of interest agreed by the Parties.]
Article 9: Force Majeure.

9.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm,
industrial strike or other impediment which the affected party proves was beyond its
control and that it could not reasonably be expected to have taken the impediment into
account at the time of the conclusion of this contract or to have avoided or overcome it
or its consequences.

9.2 A party affected by force majeure shall not be deemed to be in breach of this
contract, or otherwise be liable to the other, by reason of any delay in performance, or
the non-performance, of any of its obligations under this contract to the extent that the
delay or non-performance is due to any force majeure of which it has notified the
other party in accordance with Article 10.3. The time for performance of that
obligation shall be extended accordingly, subject to Article 10.4.

10.3 If any force majeure occurs in relation to either party which affects or is likely to
affect the performance of any of its obligations under this contract, it shall notify the
other party within a reasonable time as to the nature and extent of the circumstances in
question and their effect on its ability to perform.

10.4 If the performance by either party of any of its obligations under this contract is
prevented or delayed by force majeure for a continuous period in excess of three
months, the other party shall be entitled to terminate this contract by giving written
notice to the Party affected by the force majeure.

Article 10: Claim

10.1 In the event that the Buyer is not satisfied with the quality of the Goods delivered
or to be delivered, it must inform the Seller of such dissatisfaction as soon as possible,
and in any event within 60 days of delivery of the Goods.

10.2 The Buyer shall immediately apply to the following institution 30 days for an
expert to be appointed. If no institution has been specified by the Parties, then the
Buyer shall immediately proceed to appoint an expert. Any expert appointed shall be
independent of the Parties.
10.3 The expert shall consider and report to the Parties on the alleged non-conformity
of the Goods.

10.4 For this purpose, the expert shall be entitled to inspect the entire goods, or
samples taken under his supervision, and may carry out any test which he considers to
be appropriate.

10.5 The expert shall submit his report to both parties by (specify the means, e.g.
registered post). The report shall be final and binding upon the Parties unless, within 3
months after it has been received, it is challenged by one of the Parties by the
commencement of proceedings in accordance with the dispute resolution procedure
provided under this contract.

10.6 The expert’s fees and expenses shall be borne by the Buyer pending completion
of the expertise procedure, but shall be reimbursed to the Buyer by the Seller if the
nonconformity of the Goods is established.

Article 11: 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 12: 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 30th, 2019
latest).
Made in Ho Chi Minh City, on 17th April, 2019
FOR THE SELLER FOR THE BUYER
Director Director
(Signed) (Signed)
Van Dao Phuc Thai