Bista Incorporation Pvt.

Ltd
विष्ट इन्कोर्पोरेशन प्रा. लि.

Chabahil-7,Kathmandu

APRIL 29,2023

THE END SELLER

THROUGH : SELLER’S MANDATE

Amit Rathee
Vienna,Austria,Europe

Dear All,
SUBJECT: LETTER OF INTENT (LOI)/IRREVOCABLE CORPORATE PURCAHSE
ORDER (ICPO) FOR 270 METRIC TONS OF MALAYSIAN/INDONESIAN
PROCESSING EDIBLE PALM OIL-100% REFINED CP10 ON MONTHLY BASIS FOR
A 1-YEAR CONTRACT PERIOD WITH ROLL OVER AND EXTENSION

I, the undersigned, ###, hereby declare and confirm with full corporate responsibility
and legal authority, hereby certify under penalty of perjury, under International Law, that
we are ready, willing and able to purchase the commodity as per specifications and the
quantity and for the price as specified in the terms and conditions as hereinafter set
forth. This representation is made with full corporate authority and responsibility of the
above:

COMMODITY/PRODUCT: Malaysian Processing Edible Palm Oil – 100% Refined

Breached Deodorized (RBD) Palm Olein CP10 of latest/fresh production.

PRODUCT QUALITY AND SPECIFICATIONS: The Processing Edible Palm Oil-100%

Refined Breached Deodorized (RBD) Palm Olein CP10 should be sound, loyal and
merchandise quality, free of alive and practically free of any foreign materials at time of
shipment, without any alien odor nor warehouse smell and as follows:

(a) Malaysian / Indonesian Processing Edible Palm – 100% Refined Breached

Deodorized (RBD) Palm Olein CP10 of latest or fresh production.

(b) (i) FFA 0.1% Max

(ii) M & I 0.1% Max
(iii) I.V 50 – 55

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 (iv) MTT Degrees C (AOCS Cs 3-5) 33-39
(v) Colour (“5.25’’ Lovibond Cell) 3 or 6 Red Max

ORIGIN: The origin of the Processing Edible Palm Oil-100% Refined Bleached
Deodorized (RBD) Palm Olein CP10 shall come from the Malaysia, Asia.

QUANTITY AND DELIVERIES PER SHIPMENT:270 (Two Hundred and Seventy)

metric tons or 10,800 (Ten Thousand Eight Hundred) CTN Jerry Cans or 10 x 20 Feet
FCL) of Malaysian Processing Edible Palm Oil-100% Refined Bleached Deodorized
(RBD) Palm Olein CP10 per shipment on monthly basis x 12 months (1-year contract
period), with rollover and extensions, if any shall be agreed between the Seller/Trade
Financier and Buyer/###

QUALITY: Malaysian Processing Edible Palm-100% Refined Breached Deodorized

(RBD) Palm Olein CP10 product shall be corresponding as per inspection certificate
issued by SGS or compatible world class inspection or any of Buyer’s at port of loading
confirming that the commodity meets the technical specifications, and on
arrival,###officer shall further conduct an inspection to counter confirm and certify
quality, weight and wholesomeness of the oil.

PRICE: ###
TOTAL COST PER SHIPMENT: ###

TOTAL CONTRACT VALUE: ###

CONTRACT PERIOD, QUANTITY & BASIS OF DELIVERY: (Three Thousand Two

Hundred and Fourty) metric ton to be delivered in 12 months (One year) in shipment
volumes of 270 metric tons (equivalent 10,800 of a 25-litre CTN OR Jerry Cans (10 x
20FCL) in every one (1) month with the first shipment to commence in May, 2023 and
delivery takes place in June, 2023.

PAYMENT TERM (PAYMENT PROCEDURES) :

a. Seller’s Bank shall send to the Buyer’s Bank Electronic Scanned Copies of the Bill
of Lading, Commercial Invoice, Certificate of Analysis, SGS’s Certificate Report for
product quality, quantity and weight to Buyer’s Bank at sufficient and reasonable
time (at least 30 days before the arrival of every vessel) for viewing, verification
and authentication to certify and confirm the validity of said shipping documents, to
enable Buyer’s/###arrange for the 100% full cost of the total invoice value per
shipment quantity of 270 metric tons (10 x 20 FCL) ,and each shipment payable by
MT 103 SWIFT Transfer to Seller Bank within 3-5 banking days after vessel
reaches the discharge/destination port (###against the presentation of the original
shipping

PAN NO:603525524 GOV REDG NO:138589/072/73

 documents
b. After presentation of the original Bill of Lading including other relevant shipping
documents as mentioned above, Buyer’s Bank shall release payment of ### one
month’s/shipment’s value Auto Renewed + Auto Revolving MT 103 SWIFT
Transfer mode of payment every month, valid till the last and final shipment’s

payment has been received by the Seller’s Bank (US.XXX) for 12 months’ /
shipments’ value or equivalent to the value of the entire 270 metric tons or 120 x
20 FCL as per agreed payment mode and procedures through Bank to Bank
Correspondence.

c. If there is a roll-over and extension to this contract, continuation of payment shall

be conformed to same payment procedure payable by MT 103 by SWIFT Transfer
of a sum equivalent to the total invoice value per contract roll over.

Or

Alternatively, LC at sight as per mutual understanding of both the parties

PRODUCT SAMPLE: As required by the ### and Drugs Authority, Buyer/Importer must
register product(s) which is first-ever entering into the country to obtain the import and
verification registration permit to allow clearance when the goods arrive at the port of
destination, and to also allow sale and marketing on the ###

INITIAL SHIPMENT: Within 30-35 days of receipt of ICPO, including signed and sealed
Sale and Purchase Contract between Seller and Buyer/###and any other relevant
binding contracts to facilitate the early arrangements of the shipment of the specified
consignment and there after, according to the Agreement Schedule, first delivery should
take place in May,2023 to enable the first delivery to take place in June,

2023.

PACKING:(a)Malaysian Processing Edible Palm Oil should be packed in a 25-liter

rectangular Jerry Cans (RBD) Palm Olein CP 10, repacked into 20 FEET (FCL) with
quantity load of 1,098CTN Jerry Cans shall fit into each 20FT (FC) Container.

(b) The label shall be under Buyer’s registered company details. Printing of label to be
done after full approval and acknowledgement by Seller/Trade financier and Buyer/###

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BRANDING: The brand of the oil shall be NAMED and CALLED in ###The
Seller’s NEWLY BRANDED NAME OF THE PROCESSING EDIBLE OIL PRODUCT
into our local market could ONLY be widely accepted by the local consumers IF
ONLY THE TASTE and QUALITY are similar to the existing product on the market.
The Jerry cans containing the 25-litre processing edible oil shall be pure yellow in
colour, well labeled on the can that meets with the International Trade Standards,
including the requirements of the ###

MARKING: ###
Authority, the Seller is to write or indicate on the CTN Jerry Cans of the Edible Oil;
Product Name, Production Date, Expiry Date, Net Weight, Gross Weight, Batch
Number, Country of Origin Markings, Product Brand Name and Address of the
Importer/###

NSURANCE: There shall be a110% Marine Insurance Policy at Seller’s cost to cover
the risk of the total invoice value of the goods shipped from the country of origin till the
warehouse of the buyer in the country of destination, marked premium paid.

VESSEL DISCHARGE: Vessel discharge shall be the norms as established by the

chartered party rules and conveyed to the Buyer’s shipping agent and discharge port in
accordance with their normal course of operation.

The average discharge rate of the Processing Edible Palm Oil shall be as per weather
working day of 24 (twenty-four) in accordance with the International Standards of
discharge. If the port of discharge has a lower average discharge, the discharge rate will
be adjusted accordingly to the port’s capacity. Should the vessel be discharged at the
rate less than the average, the Buyer shall pay to Seller demurrage at a rate stipulated
in the time charter party agreement as per running day and prorated share for any
portion of any running day.

It is agreed that demurrage by settled by the vessel’s master and Buyer’s shipping
agent within 05 (five) days from the receipt of the vessel master’s invoice. All taxes or
levies and port dues imposed by the country of destination, having any effect on this
Agreement (vis-à-vis the Pro-forma Invoice signed by the parties) are for the Buyer’s
account and his sole responsibility.

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Should the vessel be required to shift from one berth to another port of discharge, then
the time used shifting shall be for Buyer’s account. In the event lighter age is required
at the port of discharge, said expenses are for the Buyer’s account.

INSPECTION: The quantity, quality and weight of the goods will be confirmed by a
certificate issued by the independent international Survey Company “SGS” (Society
General De Surveillance) or equivalent, at port of loading at the Seller’s Cost.

PRESENTATION OF THE SHIPPING DOCUMENTS: Seller shall send the Bill of

Lading and related shipping documents to Buyer’s Bank in sufficient and reasonable
time to enable Buyer use photocopies of the shipping documents, including Bill of
Lading to prepare swifter market grounds for the Edible Palm Oil before their arrival in
###

SECURITY/ PROTECTION: Seller and the captain of the vessel shall provide full
security and protection of the consignment from delivery point till destination point.

INTERNATIONAL CHAMBER OF COMMERCE (xxxxx), NON-CIRCUMVENTION,

NON-DISCLOSURE & WORKING AGREEMENT (NCNDA) SHALL BE MUTUALLY
OBSERVED BY SELLER AND BUYER:

WHEREAS the Seller and the Buyer wish to enter into this Agreement to define certain
parameters of the future legal obligations, are bound by a duty of confidentiality with
respect to their sources and contacts. This duty is in accordance with the International
Chamber of Commerce.

WHEREAS the Seller and the Buyer desire to enter a working business relationship to
the mutual and common benefit of the parties hereto, including their affiliates,
subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated
organizations (hereinafter referred to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants

herein and other good and valuable consideration, the receipts of which is
acknowledged hereby, the parties hereby agrees as follows:-

1. TERMS AND CONDITIONS

a. The parties will not in any manner solicit, nor accept any business in any
manner from sources or their affiliates, which sources were made available
through this agreement, without the express permission of the party who
made available the source.

b. The parties will maintain complete confidentiality regarding each other

business sources and/or their Affiliates and will disclose such business
sources only to the named parties pursuant to the express written
permission of this party who made available the source.

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 c. That Seller and Buyer will not in any of the transactions the parties are
desirous of entering into and do, to the best of their abilities assure the
other that the transaction codes established will not be affected.

d. That, Seller and Buyer will not disclose names, address, e-mail address,
telephone and tale-fax or numbers to any contacts by either party to third
parties and that Seller and Buyer each recognized such contracts as the
exclusive property of the respective parties and Seller and Buyer will not
enter into any direct negotiations or transactions with such contracts
revealed by the other party and

e. That, Seller and Buyer further undertake not to enter into business
transaction with banks, investors, sources of funds or other bodies, the
names of which have been provided by one of the parties to this
agreement, unless written permission has been obtained from the other
party (ies) to do so. For the sale of this agreement, it does not matter
whether information obtained from a natural or a legal person. The parties
also undertake not to make use of a third party to circumvent this clause.

f. That, in the event of circumvention of this Agreement by either party,

directly or indirectly, the circumvented party shall be entitled to a legal
monetary penalty equal to the maximum service it should realize from
such a transaction plus any and all expenses, including but not limited to
all legal costs and expenses incurred to recover the lost revenue.

g. All consideration, benefits, bonuses, participation fees and/or

commissions received as a result of the contributions of the parties in the
Agreement, relating to any and all transactions will be allocated as
mutually agreed.

h. This agreement is valid for any and all transaction between the parties
herein and shall be governed by the enforceable law in All Commonwealth
Countries, European Union Countries, USA Courts, or
under Swiss Law in Zurich, in the event of dispute, the arbitration laws of states
will apply.

i. The Seller and Buyer hereby accept such selected jurisdiction as the
exclusive venue. The duration of the Agreement shall perpetuate for five
(5) years from last date of signing the sale and purchase draft contact.

PROCEDURES:

 Buyer forwards LOO/ICPO with full details of Commodity, Banking Coordinates, Mode
of Payment and Procedure for due performance and capability to make payment by MT
103 Swift Transfer within 3-5 banking days after vessel reaches the destination port or
discharge port ### to the Seller’s/Trade Financier’s Bank.

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 Seller issues Draft Contract in favour of the Buyer for review, if any, and comments from
the draft send back by e-mail to Seller for the final approval. Seller and Buyer sign and
seal the approval contract within Seventy-two (72) hours, and sent via
Fax/e f mail that will be deemed as original and valid (five calendar days), whilst the
hard copies of contract signed and sealed shall be exchanged via the DHL courier
service or by hand. Seller and Buyer to receive three (3) hard copies each.

 Seller sends four (4) hard copies dully signed & sealed Pro-forma Invoice each covering
3,240 (Three Thousand Two Hundred and Fourty) metric tons or 120 x 20 FEET FCL
agreed in the contract. Buyer dully signs and seals all copies and returns back three (3)
copies to Seller.

 Delivery and shipment commence as per schedule mutually agreed in the contract. At
the time of charter party determination, Seller will provide delivery details to Buyer who
will in term provide Seller with port and discharge details.

Seller shall send the Bill of Lading + the relevant Shipping documents listed in the Pro-
forma Invoice to the Buyer’s Bank in sufficient and reasonable time to enable Buyer use
Photocopies of the shipping documents, including Bill of Lading to prepare swifter
market grounds for the processing edible palm oil before its arrival ###

PAN NO:603525524 GOV REDG NO:138589/072/73