1 - Spa BC & Trendmall 5 - 0915

BCHCG
BC. Holding Company Group Limited

455 Soi Ratchadanivet, Samsen Nok,
Huai Khwang, Bangkok 10310, Thailand CONTRACT No. BC/TIL235M/2009015
Sales and Purchase Agreement
Agreement No.: BC/TIL235M/2009015

Date of Agreement: 15 September 2020
This Sales and Purchase Agreement ( hereinafter referred to as “Agreement”) between.
The “Seller”
Company Name: BC. Holding Company Group Limited
Address: 455 Soi Ratchadanivet, Samsennok, Huai Khwang, Bangkok 10310, Thailand
Registration No.: 0-1055-59153-566
Represented by: Ms. Saowakun SIRIPIYAPORN / Managing Director
ID No.: 3-1005-01902-18-3
and
The “Buyer”
Company Name: Trendmall International Limited
Address: Rm 702, 7 / F Block 3, Cyberport, 100 Cyberport Road, Pokfulam, Hong Kong
Certificate No.: 64187115-000-12-19-6
Represented by: Mr. Hue Kwok Chiu
Passport No.: HJ2005127 (HK)
WHEREAS: The Seller desires to sell and the Buyer desires to purchase the Nitrile Powder Free
Gloves, brand name ‘BC Glove”, in a quantity of 235 Million boxes as of this contact.
THEREFORE, in consideration of the mutual obligations hereunder set forth to both parties, agreed
as follows:
Article 1: Products description and Unit Price

Products Name Nitrile Gloves (Powder free, blue color)
Brand Name BC Glove
Country of Origin Thailand
Specification Nitrile Powder Free Gloves / detail specifications for Annex #1
Packing 100 gloves per box / 10 boxes per 1 carton box
Unit Price Size S, M, L, XL for 205 Thai Baht per box / currency exchange rate will
be settled up as the Thailand Customs exchange rate on the export
permit.
Exchange rate http://www.customs.go.th on the “Exchange Rate”
Article 2: Order and Amount

Order quantity Total 235 million boxes 48,175.0 million THB, details as below
Small size 23.5 million boxes 4,817.5 million THB
Medium size 94.0 million boxes 19,270.0 million THB
Large size 94.0 million boxes 19,270.0 million THB
X-Large size 23.5 million boxes 4,817.5 million THB
The SELLER’s Initial The BUYER’s Initial

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CONFIDENTIAL INFORMATION FROM ONE PROVIDER TO THE OTHER: All Parties, including the Buyer/Buyer’s Mandate Seller/Seller’s Mandate; and any and all
Representative, Consultants, and intermediaries involve in this transaction, agree to act in complete confidentiality and shall not disclose the Agreement to any other
parties except on the Need to Know basis and shall observe strictly the rule of the ICC, Latest Edition, relating to non-circumvention and non-disclosure. This will be
valid for 2 years
BCHCG
Article 3: Certificates
The Seller shall provide the authorized certificates to the Buyer, as follows
FDA 510K with ASTM 6978-05 by U.S. Food and Drug Administration
CE Certificate of Conformity with EN 455 by any authorized laboratory
SGS Report
Country of origin documents (Thailand)
Any supporting documents for import and export as buyer’s request
Article 4: Delivery and Shipment

4-1. The Seller shall be responsible for packing the goods in such a good manner (in box on a
pallet) as to ensure safe and undamaged shipment.
4-2. The Seller have to give the shipment information at least 7 days in advance with details of
shipment.
Delivery schedule Annex #2 for detail shipment plan
Port of Loading FOB Laem Chabang Port, Thailand
Destination USA
Packing 100 pcs per box/10 boxes per 1 carton (235x260x260mm, 4.17 kg)
30,000 boxes per 40” HQ full container
Consignee Name
Consignee Address
Consignee Tel. No.
Article 5: Payment Terms

5-1. The Buyer issues the Irrevocable, non-transferable At-sight Letter of Credit (LC)
equivalent to the value of 8 million boxes in USD (exchange rate based on At-sight LC
issue date and refer to website Thailand Customs: http://www.customs.go.th on
“exchange rate”), within 10 banking days from the date of invoice and notice the
information to the Buyer without delay. Will revolving and extend the At-sight LC to t h e
third month.
In case of overdue of issuing the Irrevocable non-transferable 100% At
5-2.
sight Letter of Credit (LC), this agreementshallbe discarded and cannot be activated
Payment conditio Irrevocable non-transferable100% At-sight Letter of Credit (LC) against
SGS inspection with B/L at sight each shipment. (partial shipment is allowed)
Beneficiary Name BC. Holding Company Group Limited

Beneficiary Address 455 Soi Ratchadanivet, Samsennok, Huai Khwang, Bangkok 10310,
Bank Name KASIKORNBANK PLC
Account No. 074-3-158237
Bank Address 1 Soi Rat Burana 27/1, Rat Burana Road Sub- District, Rat Burana
District,Bangkok 10140
SWIFT CODE KASITHBKXXX
5-3. Buyer’s Account

Account Name Trendmall International Limited
Bank Name Industrial and Commercial Bank of China (Asia) Limited
Bank Account NO. 861530176614
Bank Address 33/F, ICBC Tower, 3 Garden Road, Central, Hong Kong

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valid for 2 years
BCHCG
SWIFT Code UBHKHKHH
Article 6: Documents to be provided for shipment

Commercial Invoice / Packing List / Bill of Lading
Certificate of Origin
SGS Certificate
FDA510K Certificate
CE Certificate
Any supporting document for import and export as buyer request
Article 7: Force Majeure

7-1. Neither party to this contract shall be held responsible for breach of contract caused by an act
of god, insurrection, civil war, military operations or local emergencies. The parties do
hereby accept the international provision of "force majeure" as published by the
international chamber of commerce.
7-2. When force majeure happens the buyer or seller must immediately send within 15
banking days thereafter by registered airmail to the other party a certificate of force
majeure issued by a competent government authority at the place where the force majeure
occurred as evidence thereof.
Article 8: Governing Law and Dispute Settlement

8-1. This Contract and the rights and obligations of the Parties hereunder shall be governed by and
construed in accordance with the laws of Thailand.
8-2. The Parties agree that if any difference, dispute, conflict or controversy, arises out of or in
connection with this Contract or its performance, including any dispute regarding its existence,
validity, termination of rights or obligations of any Party, the Parties shall attempt for a
period of 15 (Fifteen) days after the receipt by a Party of a written notice from the other
Party of the existence of the dispute to settle the dispute by amicable settlement between
the Parties
8-3. If the Parties are unable to reach Contract to settle the dispute within 60 days period
mentioned above, then the dispute shall be settled by Arbitration of ICC by sole arbitrator,
in Thailand.
8-4. If performance of this Agreement or any obligation under this Agreement is prevented,
restricted, or interfered with by causes beyond either party's reasonable control ("Force
Majeure"), and if the party unable to carry out its obligations gives the other party prompt
written notice of such event, then the obligations of the party invoking this provision shall be
suspended to the extent necessary by such event. The excused party shall use reasonable
efforts under the circumstances to avoid or remove such causes of non-performance and
shall proceed to perform with reasonable dispatch whenever such causes are removed or
ceased. An actor omission shall be deemed within the reasonable control of a party if
committed, omitted, or caused by such party, or its employees, officers, agents, or affiliate.
Contract will be complete when cash or Buyer payment appears in Seller Bank Account.
8-5. The parties acknowledge that during the course of this Agreement, each may obtain
confidential information regarding the other party's business. Both parties agree to treat all
such information and the terms of this Agreement as confidential and to take all reasonable
precautions against disclosure of such information to unauthorized third parties during
and after the term of this Agreement. Upon request by an owner, all documents relating to
the confidentiality information will be returned to such owner.

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valid for 2 years
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8-6. Any notice or communication required or permitted under this Agreement shall be
sufficiently given if delivered in person or by certified mail, return receipt requested, to the
addresses listed above or to such other address as one party may have furnished to the
other in writing. The notice shall be deemed received when delivered or signed for, or on
the third day after mailing if not signed for or on the third day after mailing if not signed for.
8-7. This Agreement contains the entire agreement of the parties regarding the subject matter
of this Agreement and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral agreements
between the parties.
8-8. This Agreement may be modified or amended if the amendment is made in writing and
signed by both parties
8-9. If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds
that any provision of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such pro vision shall be deemed to be
written, construed, and enforced as so limited.
8-10. UNDER NO CIRCUMSTANCES and Unfair Contract Terms Act (UCTA) shall either party be
liable to the other party or any third party for any damages resulting from any part of this
agreement such as, but not limited to, loss of revenue or anticipated profit or lost business,
costs of delay or failure of delivery, which are not related to or the direct result of a party's
negligence or breach (e.g.; the quality and fitness for purpose of goods should be
guaranteed even if there is no express term in the agreement).
8-11. Seller will not be liable to Buyer for any delay, non -delivery or default of this Agreement due
to, fires, accidents, Acts of God, War or other: causes outside of Seller's control. Seller shall
notify Buyer immediately upon realization that it will not be able to deliver the Goods as
promised.
Article 9: Late/ Non-Delivery and Remedies therefor,

9-1. In case of delay delivery of goods,the Buyer can claim on liquidated damages not less than 0.5%
or such other percentage as may be agreed of the price of those goods for each complete week
of delay
9-2. In case of Seller’s pre-notice the delay within 15 days and to not more than one time, both
parties re- arrange the delivery schedule without any penalty. Otherwise, the Buyer can
claim the penalty or compensation of supply shortage for not exceed 2% of the amount of
shipment.
Article 10: Delay of Payment, Unpaid LC
10-1. If the Buyer or Buyer’s Bank do not execute the LC payment, the Seller gives notice to the Buyer
without delay, and the Buyer shall clear the payment process within 4 banking days.
Otherwise, the Seller claims to report the unpaid LC to the bank authority.
10-2. In case unless of delayed shipment or product quality cannot qualified at the reason, the S
eller claim the compensation for not exceed 2% of total amount from the delayed payment.
Article 11: Execution of Agreement

11-1. Each of the parties to this Agreement represents that it has full legal authority to execute
this Agreement and that each party is to be bound by the terms and conditions as set forth
herein. The parties acknowledge that this Agreement contains the complete and exclusive
statement of the Agreement between the Seller and the Buyer which supersedes all other
prior agreements or statements, oral written, relating to the subject matter of this

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valid for 2 years
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Agreement.
11-2. Terms and conditions of this contract shall not be changed, altered or modified unless agreed
upon in writing by both parties hereto
11-3. This agreement shall be activated by Buyer’s issue Irrevocable 100% At-sight Letter of
Credit (LC) which has been provided the proforma invoice from the Seller’s.
11-4. Based on this contact, after completion of the third month’s delivery, the Buyer has the
right to issue the Bank Guarantee to joint cooperate with the seller, and assist the factory to
obtain bank funds to improve production capacity. The Seller should offer to the buyer a best
price. (The parties shall be negotiated separately on the new price , without this term of this
contact)
IN WITNESS WHEREOF, the both Parties hereto have caused their duly authorized representatives to
execute this Agreement on this day written above.
Agreed and accepted by and on behalf of: THE BUYER and THE SELLER
THE SELLER THE BUYER

BC. HOLDING COMPANY GROUP LIMITED Trendmall International Limited
…………………………………………….. ……………………………………………..
Ms. Saowakun SIRIPIYAPORN Managing Director Mr. Hue Kwok Chiu
Director
Seller’s Agent Buyer’s Agent

Thongchai Management (1969) Co., Ltd. Dragon Golden Triangle Co., Ltd.
……………………………………………..
…………………………………………..
Mr. Tanapol Benjoed Mr. Sompon Kamolporn
Directing Manager Directing Manager

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valid for 2 years
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ANNEX #1: SPECIFICATION OF PRODUCTS

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valid for 2 years
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ANNEX #2: Shipment schedule
Qty
No. Brand Shipment Qty Boxes
(Container)
1 BC Gloves 1st month 167 3,000,000
2 BC Gloves 2nd month 267 5,000,000
3 BC Gloves 3rd month 334 10,000,000
4 BC Gloves 4th month 667 20,000,000
12 BC Gloves 12th month 1,166 35,000,000
12th month 7,970 235,000,000
Option to increase at buyer discretion as production capacity becomes available

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valid for 2 years
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A Copy of Seller’s Company Registration

8 / 12
valid for 2 years
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A Copy of Seller’s ID Card

9 / 12
valid for 2 years
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A Copy of Buyer’s Company Registration

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valid for 2 years
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A Copy of Buyer’s Passport

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valid for 2 years

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BCHCG

BC. Holding Company Group Limited

Sales and Purchase Agreement

Agreement No.: BC/TIL235M/2009015

Article 1: Products description and Unit Price

Article 2: Order and Amount

The SELLER’s Initial The BUYER’s Initial

Article 4: Delivery and Shipment

Article 5: Payment Terms

Beneficiary Name BC. Holding Company Group Limited

5-3. Buyer’s Account

The SELLER’s Initial The BUYER’s Initial

SWIFT Code UBHKHKHH

Article 6: Documents to be provided for shipment

Article 7: Force Majeure

Article 8: Governing Law and Dispute Settlement

The SELLER’s Initial The BUYER’s Initial

Article 9: Late/ Non-Delivery and Remedies therefor,

Article 11: Execution of Agreement

The SELLER’s Initial The BUYER’s Initial

THE SELLER THE BUYER

Seller’s Agent Buyer’s Agent

The SELLER’s Initial The BUYER’s Initial

ANNEX #1: SPECIFICATION OF PRODUCTS

The SELLER’s Initial The BUYER’s Initial

ANNEX #2: Shipment schedule

Option to increase at buyer discretion as production capacity becomes available

The SELLER’s Initial The BUYER’s Initial

A Copy of Seller’s Company Registration

The SELLER’s Initial The BUYER’s Initial

A Copy of Seller’s ID Card

The SELLER’s Initial The BUYER’s Initial

A Copy of Buyer’s Company Registration

The SELLER’s Initial The BUYER’s Initial

A Copy of Buyer’s Passport

The SELLER’s Initial The BUYER’s Initial

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