Hafenstraße 6,48480 Spelle.

Germany
Company Registration Number: HRB100938
VAT Number: DE230178673
Telephone: +4915210456065

CONTRACT AGREEMENT

th
CONTRACT NUMBER: KAZ0105-42/C/0020 DATE: 16 October 2020

THIS AGREEMENT MADE AND ENTERED BETWEEN:

AS THE SELLER:

Company Name :EFM Holding GmbH

Address: Hafenstraße 6,
48480 Spelle.Germany
Register-Nr. HRB100938
VAT Number .DE230178673
Tel:+4915210456065

AS THE BUYER:

Grupo de Proyectos BL
A company Tomca International Corp & American Supply Group
Torre de Las Américas, Torre B, Piso 15, Oficina 23
Punta Pacifico, Ciudad de Panamá, República de Panamá
Móvil: + 1 809 7863839
Email: jcastro@proyectosbl.com

HEREINAFTER CALLED THE “BUYER”

WHEREAS: THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND
WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE
PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREAFTER; AND

WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS AND
CONDITIONS, IT IS THEREFORE AGREED AS FOLLOWS:

PRODUCT: WHITE CORN GRAIN

QUANTITY: 25000 TONS

PRICE & TERM:

60 EURO/TON

CIF

TOTAL PRICE FOR 5000 METRIC TONS: 1500000 EURO

PAYMENT TERMS: TT (TELEGRAPHIC TRANSFER)
5% T/T of prepayment against proforma invoice, and balance 95% T/T when goods arrives buyer’s warehouse.

PORT OF LOADING : Hamburg Port, Germany

PORT OF DISCHARGE: Port Cabello, Valencia, Venezuela

PRODUCT DELIVERY: PROMPT AFTER RECEIPT 5% TT PREPAYMENT FOR THE SHIPMENT

DELIVERY TIME: WITHIN 17 DAYS MAXIMUM

SELLER SHALL BEGIN SHIPMENT IMMEDIATELY AND SHIP CARGO WITHIN 4-5 BUSINESS DAYS AFTER RECEIVE OF THE
DEPOSIT PAYMENT. THE RIGHT TO DELIVER EARLIER THAN AGREED IN THIS CONTRACT GIVING NOTICE TO ALL
DESIGNATED PARTIES AS REQUIRED HERE IN. THE PRODUCT SHALL BE TRANSPORTED REGISTERED TO THE RELEVANT
PROVISIONS OF THIS CONTRACT. TOTAL SHIPMENTS SHALL BE ACCORDING TO TRANSPORT SCHEDULE.

CONTRACTED QUANTITY: 25000 TONS

THE TOTAL QUANTITY OF THE CONTRACT SHALL BE DETERMINED BY THE CERTIFICATIONS OF WEIGHT ISSUED BY A
REPUTABLE INSPECTION COMPANY AND BY THE BILL OF SHIPMENT THAT WAS IN EFFECT DELIVERED TO THE BUYER.

PRODUCT WEIGHT AND QUALITY:

THE SELLER GUARANTEES THAT EACH SHIPMENT OF GOODS SHALL BE PROVIDED WITH AN INSPECTION CERTIFICATE
OF WEIGHT AND QUALITY AT TIME OF LOADING AND SUCH CERTIFICATE SHALL BE PROVIDED BY THE SGS, BUREAU
VERITAS OR SIMILAR RECOGNIZED AUTHORITY AT SELLER’S EXPENSE, AND SHALL BE DEEMED TO BE FINAL. THE
SELLER SHALL INSTRUCT THE SAID AUTHORITY TO CARRY OUT THE INSPECTION IN STRICT ACCORDANCE WITH THE
INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) RULES. THE BUYER HAVE THE RIGHT TO REQUEST A RE-
INSPECTION BY SGS OR SIMILAR AT UN-LOADING PORT BY BUYER’S ACCOUNT TO RECONFIRM THE WEIGHT AND
QUALITY.

IF DISCREPANCIES SHOULD AT ANY TIME AND IN PARTICULAR CASE RESULT IN RELATION TO THE INSPECTION
CERTIFICATES, ARBITRATION SHALL BE EMPLOYED TO DETERMINE THE APPROPRIATE JUDGMENT. BOTH PARTIES
AGREE TO BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINST EITHER BUYER OR SELLER

QUANTITY:
THE TOTAL QUANTITY OF THE CONTRACT SHALL BE DETERMINED AS VARIABLE (QUANTITY/ORDER SUBJECTED TO
CHANGE WITHOUT AFFECTING PRICE QUOTE/MT WHICH REMAINS STANDARD THROUGHOUT CONTRACT
DURATION).

PARTIAL DELIVERY IS POSSIBLE TO BE DELIVERED WITHIN THE SHORTEST POSSIBLE TIME PERIOD WITH
CERTIFICATIONS OF WEIGHT ISSUED BY THE INSPECTION AUTHORITY AND BY THE BILL OF THE SHIPMENT THAT WAS
IN EFFECT BE DELIVERED TO THE BUYER AND OTHER DOCUMENTS LISTED IN THIS CONTRACT.

PRODUCTS DOCUMENTATION PER LIFT:

- BILL OF LADING MARKED "FREIGHT PREPAID" AND CLEAN ON BOARD ISSUED TO THE ORDER OF.
- CERTIFICATE OF ORIGIN
 - CERTIFICATE OF WEIGHT AND QUALITY BY SGS, BUREAU VERITAS OR OTHER
INTERNATIONAL STANDARD CERTIFICATION COMPANY.
- EXPORT DECLARATION
- PHYTOSANITARY CERTIFICATE
- CARGO INSURANCE CERTIFICATE
- PACKING LIST
- PRODUCTION LIST/TRACE ABILITY

PRODUCT SPECIFICATION:

Color: White
Type: Corn / Grain
Crop: 2020
Cultivation Type: Common
Maturity: 100%
Purity: 99%
Protein: 10 min
Glutinous: Glutinous
Style: Dried
Drying Process: Sun Dried
Moisture: 14 % max
Defective kernels (a): 7% max
Other colours (b): 3% max
Foreign matter (c): 0.3% max
Pinked kernels: 12% max
a+b+c: 8% max
Organoleptic: Natural state, smell and color
Live insect Infestation: Nil
Aflatoxin: 20 ppb max
Damage: 2% max
No rock, gravel, sand, larger pieces of wood or any particles that are harmful to human consumption
ANALYSIS REPORT:

Tests Requirement Result Unit Standard remark

Appearance white Conform

Identification A Conform Conform
Microscope examination; DP
Identification B Thin, cloudy mucilage Conform
Identification C pH Conform Conform 5,93
Foreign matter 4,0 - 7,0 Negative Conform
Oxidising substances <= 20 0,0
20%m/V H2O DP
As H2O2; DP

ppm
Sulfur dioxide <= 50 0 ppm DP
Iron <= 10 Conform ppm DP
Loss on drying <= 15,0 9,97 %
130°C 90min oven
Sulfated ash <= 0,6 0,10 %
Microbial contamination Conform Conform
< 1000 Conform
Total Aerobic Microbial Count (TAMC) < 100 Conform CFU/g
Total Yeasts and Moulds Count (TYMC) Conform Conform CFU/g
E. coli
ABS/10G
DP
Salmonella Conform Conform ABS/10G DP

PRODUCT INSURANCE:
THE SELLER SHALL PROVIDE INSURANCE COVERAGE OF 110% FOR THE VALUE OF EACH SHIPMENT AT
SELLER’S SOLE EXPENSE AND RESPONSIBILITY.

DEMURRAGE:
AT THE LOADING PORT, IT IS ON SELLER’S ACCOUNT. AT THE DISCHARGE PORT, IT IS ON BUYER’S ACCOUNT.

FORCE MAJEURE:
NEITHER PARTY TO THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR BREACH OF CONTRACT CAUSED BY AN ACT OF
GOD, INSURRECTION, CIVIL WAR, WAR, MILITARY OPERATION OR LOCAL EMERGENCY. THE PARTIES DO HEREBY
ACCEPT THE INTERNATIONAL PROVISION OF “FORCE MAJEURE” AS PUBLISHED BY THE INTERNATIONAL CHAMBER OF
COMMERCE, GENEVA, SWITZERLAND, AND AS DEFINED BY I.C.C. RULES UNIFORM CUSTOMS AND PRACTICE.
DISPUTES AND ARBITRATION:
THE PARTIES HEREBY AGREE TO SETTLE ALL DISPUTES AMICABLY. IF SETTLEMENT IS NOT REACHED, THE DISPUTE IN
QUESTION SHALL BE SUBMITTED AND SETTLED IN GENEVA COMMERCIAL ARBITRATION BOARD IN SWITZERLAND.

AUTHORITY TO EXECUTE THIS CONTRACT:

THE PARTIES TO THIS CONTRACT DECLARE THAT THEY HAVE FULL LEGAL AUTHORITY TO EXECUTE THIS DOCUMENT
AND ACCORDINGLY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS.

EXECUTION OF THIS CONTRACT:

SELLER AND BUYER SHALL SIGN AND RETURN COPIES OF SIGNED CONTRACT ELECTRONICALLY (BY EMAIL)
OF WHICH SHALL BE DEEMED AS ORIGINAL AND LEGALLY BINDING.

NON-CIRCUMVENTION AND NON-DISCLOSURE:

BUYER AND SELLER RESPECT THE CONFIDENTIAL NATURE OF THIS AGREEMENT AND AGREE TO MAINTAIN IN
STRICTEST CONFIDENCE THE NAMES OF THE PARTIES WHOSE IDENTITIES MAY BECOME KNOWN TO ONE ANOTHER
THROUGH EITHER THE TENDERING OF DOCUMENTS OR ASSEMBLY OF BANKING OR GOVERNMENT APPROVALS. THE
PARTIES AGREE TO MAINTAIN STRICT CONFIDENTIALITY CONCERNING THE IDENTITIES OF THE PARTIES DIRECTLY OR
INDIRECTLY INVOLVED IN THIS TRANSACTION. BUYER AND SELLER ACCEPT AND AGREE TO THE PROVISIONS OF THE
INTERNATIONAL CHAMBER OF COMMERCE FOR NON-CIRCUMVENTION AND NONDISCLOSURE WITH REGARDS TO
BUYER AND SELLER BEING INVOLVED IN THIS CONTRACT, ADDITIONS, RENEWALS AND THIRD PARTY ASSIGNMENTS
WITH FULL RECIPROCATION. ALL DATA REMAIN THE PROPERTY OF THE PARTY WHO HAS BROUGHT THE RESPECTIVE
DATA INTO THIS TRANSACTION. ANY OF THE PARTIES BREACHING THIS RULE WILL BE LIABLE FOR ANY DAMAGES
RESULTING FROM SUCH ACTION, REGARDLESS OF WHETHER THEY ARE COMMITTED DELIBERATELY OR BY
NEGLIGENCE.

CONTRACT SIGNATORIES:
IN WITNESS THEREOF, THE PARTIES HAVE SIGNED BELOW TO ACCEPT AND APPROVE ALL TERMS
AND CONDITIONS CONTAINED IN THIS CONTRACT.
FROM THE DATE OF SIGNING OF THIS CONTRACT, ALL-PREVIOUS RESPECTIVE NEGOTIATIONS AND
CORRESPONDENCES BY TELEPHONE, FAX, MAIL OR E-MAIL ARE NULL AND VOID. THIS CONTRACT IS NOT
CONNECTED WITH OTHER CONTRACTS OF THE SELLER AND THE BUYER, FROM WHICH JURIDICAL OR
FINANCIAL CONSEQUENCES MAY OCCUR.
A SIGNED COPY OF THIS DOCUMENT BY EMAIL SHALL HAVE THE SAME VALUE AND EFFECT AS AN ORIGINAL AND ALL
SIGNED COPIES IN WHAT EVER FORM TRANSMITTED ARE DEEMED AUTHENTIC

AUTHORIZED AUTHORIZED
SELLER BUYER

SIGNED & SEALED SIGNED & SEALED