SALES AND PURCHASE CONTRACT

Buyer :
Address :
Contract No :
Date :
Signed in Thailand

This Sales and Purchase Contract (the “Contract”) for Nitrile

examination gloves agreed on ……… Date ………… (the “Effective Date”)
by and between :

Smile Glove 2020 Co., Ltd., a private company registered and existing
under the laws of Thailand, Corporate registration number is
0125563022471, with its head office at 169 Nonthaburi rd., Tambon
Tha Sai, Amphoe Mueang, Nonthaburi 11000 Thailand  (hereinafter
referred to as “Seller”). The contact person is Mrs. Kesinee Sutthisan,
ID no. 37798 00070 76 0.
AND
.......................Client Company.........., a private limited company
incorporated and existing under the laws of........Country......, with its
registered office at.......company address….. (hereinafter referred to as
“Buyer”)

Both the SELLER and the BUYER may individually be referred to as

“Party” or collectively as the “Parties”.
After the friendly negotiations, the SELLER agrees to sell and the buyer
agrees to buy the under mentioned goods on the terms and
conditions stated below.

1 / 15
SALES AND PURCHASE PROCESSES

The contract will be executed in the following processes :

1. The Buyer issues a Letter of Intent to Smile Glove 2020 Co.,
Ltd. and presents the Proof of Fund.
2. The Seller conducts background checks on the Buyer’s financial
documents.
3. Conclusion of the contract between the Buyer and the Seller
4. The Buyer pays 50% deposit of the total contract value within 3
days after contract signing. If the payment is not made within 3
days after the contract is signed, the Seller has the rights to
terminate the contract at once.
5. The Seller confirms payment and prepares orders.
6. The Seller will arrange the delivery schedule to the Buyer. Both
parties will have a mutual agreement if any changes occur.
7. The Buyer pays the remaining 50% of each shipment amount
upon inspection and acceptance of products at Seller’s
factory/warehouse.

CLAUSE 1. COMMODITY, PRICE, AND QUANTITY

S/N Description Quantity Unit Price Amount
(boxes) Per Box (THB) THB

1 “SMILE GLOVES” Nitrile

Examination Gloves
Powder Free (Non-Sterile)

• Size S XXXX XXXX XXXX

xx%
XXXX XXXX XXXX
• Size M XXXX XXXX XXXX
xx%
XXXX XXXX XXXX
• Size L

2 / 15
 S/N Description Quantity Unit Price Amount
(boxes) Per Box (THB) THB

xx%
• Size XL
xx%

2 VAT (if applicable) 7% XXXX XXXX XXXX

TOTAL XXXX XXXX XXXX

1.1 Origin : Thailand

CLAUSE 2. TERM OF CONTRACT

2.1 The Parties hereby agree that this contract shall become effective
on the date of this contract and shall continue in full force and
effect as of Long Term Contract, and shall automatically expire
unless renewed or extended in writing or by new Irrevocable
Corporate Purchase Order (ICPO) and invoice, for a period to be
mutually agreed by the Parties with the terms of this contract.
2.2 The SELLER and BUYER both confirm with full responsibility that
they have the corporate authority to sign this contract.

CLAUSE 3. LOADING AND DISCHARGE PLACE

3.1 Loading Place : SELLER’s Factory/warehouse

3.2 Delivery Place : Port of Laem Chabang
3.3 Delivery Terms : FOB Thailand

3 / 15
3.4 Packing
• 100 pcs/box (by weight)
- Dimension: W11 x L22 x H 6.7 cm
- Weight : S = xxx G. M= xxx G.  L= xxx G. XL = xxx G
• CARTON
- 10 Box/Carton
- Dimension W23.3 x L35 x H23.3 cm
- Weight : S = xxx G. M = xxx G. L= xxx G. XL = xxx G
• Pallet
- North America Standard Pallet (ISO)
Dimension 1,016mm x 1,219mm (40inch x 48inch)
Maximum 60 cartons per pallet = 600 boxes
• CONTAINERS 20’
- Maximun 10 Pallets per container
- Maximum x,xxx cartons per container = xx,xxx boxes
• CONTAINERS 40’
- Maximun 20 Pallets per container
- Maximum x,xxx cartons per container = xx,xxx boxes
• CONTAINERS 40’ High Cube
- Maximun 20 Pallets per container
- Maximum x,xxx cartons per container = xx,xxx boxes

CLAUSE 4. QUALITY/SPECIFICATION

4.1. The SELLER guarantees that the Product to be supplied will

conform to the Specifications as stated in Clause 4.2. The Product
shall be delivered and inspected by accredited laboratories (SGS
or CCIC) and shall confirm the specifications before loading.

4 / 15
4.2 Quality, Specifications of examination gloves
        Product Specifications Type

- Non-sterile, powder-free
- S: 3-3.5, M: 4-4.5, L: 4-4.5, XL: 5-5.5 mils
- Nitrile, blue color material
- Conforms to ASTM D6319 (00a) and EN455 (1.2.3.4.) Standards
and FDA, CE certification.

5 / 15
4.3 Requirements:
Characteristic AQL Sample Decis
Size (pcs.) ion
Quanti 500 500 500 500
ty
Size S M L XL Accept Reject

1. Dimension
Length 4 220 230 230 230 ✓
(≥30mm)

Thickness

(At cuff) (≥0.06 0.07 0.07 0.07 0.07 ✓

mm) 

(At palm) 0.09 0.09 0.09 0.09 ✓

(≥0.08 mm)

(At finger) (≥ 0.14 0.14 0.14 0.14 ✓

0.08 mm)

Width

(S = 85±5mm) 85±5m 95±5m 105±5 120±5 ✓

m m mm mm

(M = 85±5m 95±5m 105±5 120±5 ✓

95±5mm) m m mm mm

(L= 105±5mm) 85±5m 95±5m 105±5 120±5 ✓

m m mm mm

(XL = 120 85±5m 95±5m 105±5 120±5 ✓

±5mm) m m mm mm

2. Water Pas
Tight Test 1.5 0 0 0
s
(Hole)
6 / 15
Characteristic AQL Sample Decis
Size (pcs.) ion
Quanti 500 500 500 500
ty
Size S M L XL Accept Reject

3. Physical
4.0
Properties

Unaged Min
Tensile 14.0mp 25.2- 30.1- 30.1- 30.1- Pas
Strength a 31.5 36.5 36.2 36.2 s

Elongation  Min 505- 525- 529- 529- Pas

500% 516 580 589 589 s

Aged Min
Tensile 14.0mp 25.6- 25.2- 25.0- 25.0- Pas
Strength a 27.2 26.5 28.5 28.5 s

Elongation Min 455- 430- 430- 430- Pas

400% 465 488 488 488 s

4. Visual
Defects
Major 2.5 0 0 0 ✓

Minor 4.0 1 2 1 ✓

7 / 15
CLAUSE 5. PAYMENT TERMS

5.1. Payment method. 100%  (xxxxxxxxx THB)

     - Cashier Cheque or Bank account transfer of 50% of
total contract value (xxxxxxxxxTHB)
within 3 days after the signing of this contract.
- Remaining 50% of each shipment amount is payable
upon delivery of goods.
5.2 SELLER Bank Details
      Account Name : Smile Glove 2020 Co., Ltd.
      Bank Name : XXXXX
      Branch Address : XXXXXXXXXX Bangkok XXXX Thailand
      Account No : XXXXXX
      Swift Code : XXXXXX

CLAUSE 6. DELIVERY

6.1. The SELLER agrees to start fulfilling its delivery obligations 45 days
after the receipt of 50% deposit of total contract value and
complete delivering the contract volume within 12 months.
6.2. The SELLER must report the dates of shipments and the quantity
to be loaded to the BUYER prior to Five (5) days.
6.3 The goods shall be inspected by the BUYER, three (3) days before
shipment.
6.4 Partial Shipment. Allowed
6.5 Transshipment. Allowed

CLAUSE 7. SHIPMENT DETAILS

8 / 15
No. Month Quantity Shipment value Deposit Payment Remaining Payment Balance Payment Thai
(box) (US$) (US$) made (US$) Baht (THB)

50% 50% THB 31.14

Cost per unit

US$ 5.9
(box) 0
Deposit (50% of
total contract) 0 0 0 0
45 days

1 50% Payment for 5,000,000

first delivery 0 0 0
1st product delivery
will be due in 45 days.

2 50% Payment for 5,000,000

2nd delivery 0 0 0
2nd product delivery
will be due in 30 days.

3 50% Payment for

3rd delivery 50000 0 0 0
3rd product delivery
will be due in 30 days. 00

4 50% Payment for 5,000,000

4th delivery 0 0 0
4th product delivery
will be due in 30 days.

5 50% Payment for 10,000,000

5th delivery 0 0 0
5th product delivery
will be due in 30 days.

6 50% Payment for 10,000,000

6th delivery 0 0 0
6th product delivery
will be due in 30 days.

7 50% Payment for 10,000,000

7th delivery 0 0 0
7th product delivery
will be due in 30 days.

8 50% Payment for 10,000,000

8th delivery 0 0 0
8th product delivery
will be due in 30 days.

9 50% Payment for 10,000,000

9th delivery 0 0 0
9th product delivery
will be due in 30 days.

9 / 15
 No. Month Quantity Shipment value Deposit Payment Remaining Payment Balance Payment Thai
(box) (US$) (US$) made (US$) Baht (THB)

50% 50% THB 31.14

10 50% Payment for 10,000,000

10th delivery 0 0 0
10th product delivery
will be due in 30 days.

11 50% Payment for 10,000,000

11th delivery 0 0 0
11th product delivery
will be due in 30 days.

12 50% Payment for 10,000,000

12th delivery 0 0 0
12th product delivery
will be due in 30 days.

Total 13 months
(12 shipments) 0 0 0 0 0
Total contract value
in Thai Baht 0

CLAUSE 8. DOCUMENTS

8.1. Signed Commercial Invoice Issued by SELLER in 3 (three) original

and 3(three) copies
8.2. Packing list in 2 (two) original and 2 (two) copies
8.3. Certificate of Origin issued by The Chamber of Commerce or
Authorized Organization in 1 (one) original and 3 (three) copies.
8.4. Bill of Lading
8.5. Inspection certificate by SGS/CCIS
8.6. FDA Certificate USA, 510K.
8.7. CE certificate (CE Certificate & CE Mark)
8.8 Certificate EN 455
8.9 Certificate ASTM 6319

10 / 15
CLAUSE 9. PENALTIES

9.1. When there is a delay in delivery of the goods, the Buyer is

entitled to claim liquidated damages equal to 0.2% or such other
percentage as may be agreed on the price of those goods for
each complete week of delay. Liquidated damages for delay
shall not exceed 2% of the price of the delayed goods or such
other maximum amount as may be agreed.
9.2 If any shipment cancellation or delivery location changes created
by the Buyer, the Buyer must be responsible for any occurring
expenses or/and penalty fees in full for such case.

11 / 15
CLAUSE 10. WARRANTY

10.1. The SELLER guarantees that the Product to be supplied will

conform to the Specifications as stated in Clause 4.2. The Product
shall be delivered and inspected by accredited laboratories (SGS
or CCIC) and shall confirm the specifications before loading.

CLAUSE 11. CLAIMS

11.1. Claim for Quantity or Quality should be submitted within 15 days

after the arrival of goods at the port of destination.
11.2. If the Buyer would have any importing documents issues which
may cause returning the goods to Thailand, the Seller would
reimburse 50% of the value of the returning goods.

CLAUSE 12. APPLICABLE LAW

12.1. The laws of Thailand and the International Arbitration

Commission shall apply to this contract.

CLAUSE 13.  ARBITRATION

13.1. All disputes regarding the contract shall be settled by friendly

negotiation. In case no settlement could be made, the case shall
be submitted to Thailand International Economic and Trade
Arbitration Commission under its currently effective rules. The
arbitration fee shall be borne by the losing party.

This contract is made in two copies. Both versions have the exact text.
Both sides have read and understood in all respects Therefore, have
to sign and seal the juristic person as evidence.

SELLER BUYER
Smile Glove 2020 Co., Ltd. ……………………………..

12 / 15
_________________________________________

_________________________________________
NAME : Kesinee Sutthisan NAME :
POSITION : POSITION :
DATE : DATE :

THE WITNESS THE WITNESS

_________________________________________

_________________________________________
NAME : NAME :
DATE : DATE :

13 / 13