SALES CONTRACT

No: 281120/MOPR-LOPS

This Sales Contract (the "Contract") is entered into on November 28th, 2020 (the "Effective
Date"), by and between:

Moon Over Perfume Restaurant Company, a company incorporated under the laws of
Vietnam.
Address: No.05 Le Loi Street, Vinh Ninh ward, Hue City, Thu Thien Hue province
Business registration number: 0123498576
Legal representative: Nguyen Nhi
Bank account: 0611001572718
Bank name: Joint Stock Commercial Bank for Foreign Trade of Vietnam
SWIFT code: BFTVVNVX
(hereinafter referred to as the "Buyer")

and

L’Olive Provencale SAS, a company incorporated under the laws of France.

Address: Aix-en-Provence, France
Business registration number: C-011245
Legal representative: Pierre Leroux
Bank account: 123456789012
Bank name: Société Générale
SWIFT code: SOGEFRPP
(hereinafter referred to as the "Seller").

ARTICLE 1 - PRODUCT DETAILS

1.1 Product: The Seller shall supply to the Buyer the following olive oil products (hereinafter
referred to as the “Products”):
(a) 200 liters of Italian Toscano IGP olive oil
(b) 200 liters of French Aglandau/Cayenne olive oil, also known as Huile d’olive de Provence
1.2 Quality: The Products shall conform to the following quality standards:
(a) Toscano IGP olive oil: Acidity ≤0.5%. Peroxide value ≤12. Sensory
characteristics as per EU regulations.
(b) Huile d’olive de Provence: Acidity ≤0.8%. Peroxide value 10-15. No
sensory defects, fruity aromas.
(c) Both products: Obtained by mechanical means only from the olive
fruit, no chemicals. Shelf life ≥12 months under proper storage.
The Seller shall provide existing quality certificates, analysis reports, or other documents
demonstrating compliance to the above parameters.
1.3 Packaging:
(a) The Toscano IGP olive oil will be packed in 1-liter metal cans.
(b) The Huile d’olive de Provence will be packed in 1 liter transparent glass bottles.
(c) All packaging shall be properly sealed and labeled indicating the product details,
weight/volume, production/expiry dates, and batch numbers. The labeling must include “Product
of Provence, France” to highlight the origin of the oil.
1.4 Pricing:
(a) The price agreed between the parties is:
● EUR 8 per liter for the Toscano IGP olive oil
● EUR 14 per liter for the Huile d’olive de Provence olive oil
(b) The prices stated above are:
● Inclusive of standard packing costs
● Exclusive of any applicable taxes and import duties. All taxes, duties, fees, or other
charges related to export/import licenses shall be borne by the Buyer.
(c) Total contract value covering the supply of 400 liters of olive oil is EUR 4,400.
(d) The above pricing is based on the delivery term CIF Hue, Vietnam (Incoterms 2020).
(e) Any additional testing, inspection fees, sampling charges requested specifically by the Buyer
shall be to the Buyer's account. Testing arranged by Seller as part of quality control is already
included.
(f) Price revisions may be mutually agreed between parties in case of significant exchange rate
fluctuations.

ARTICLE 2 - PAYMENT
2.1 Payment Amount and Currency: Total payment under this contract shall be EUR 4,400. All
payments shall be made in Euros.
2.2 Payment Method: All payments shall be made via telegraphic transfer to the Seller's
designated bank account.
2.3 Payment Schedule:
100% of payment shall be made by the Buyer after delivery and successful inspection and
quality approval of the Products as per Article 4 below:
a) A provisional invoice for the full value of the contract shall be submitted by the Seller upon
shipment of the goods.
b) Upon arrival of goods at Hue port, quality inspection shall be conducted as per Article 4 by
the Buyer.
c) Upon receipt of notice of quality acceptance from the Buyer, a final invoice shall be presented
by the Seller.
d) 100% payment shall be made by the Buyer to the Seller within 15 days after the date of final
invoice under point (c) above through telegraphic transfer.

ARTICLE 3 - QUANTITY AND DELIVERY

3.1 Quantity: A total of 400 liters of olive oil as detailed in Article 1.1
3.2 Delivery Date:
The Products shall be delivered in maximum two batches, with an initial delivery by 30 April
2022 consisting of : (1) Minimum 100 liters of Toscano IGP olive oil and (2) Minimum 100
liters of Huile d’olive de Provence.
The remaining quantity shall be delivered latest by 31 August 2022.
3.3 Delivery Terms: CIF Hue, Vietnam (Incoterms 2020).
3.4 Delivery Method: The Products shall be transported by sea freight at the Seller's option of
shipping carrier.

ARTICLE 4 - INSPECTION AND QUALITY APPROVAL

4.1 Inspection at Port of Discharge: After arrival at the port of discharge in Vietnam, the
Products shall undergo a quality inspection conducted jointly by authorized representatives of
both the Buyer and Seller.
4.2 Quality Claims: If any defects in quality are found, the Buyer shall submit a written notice to
the Seller within 7 days after discovery of such defects. If no notice is provided by the Buyer
within this time period, the Products shall be deemed accepted.
4.3 Replacement of Defective Products: Upon receipt of written notice as per clause 4.2, any
defective Products shall be replaced by the Seller at no extra cost to the Buyer, within 30 days
from the date of receipt of such notice.

ARTICLE 5 - OWNERSHIP AND RESPONSIBILITY

5.1 Transfer of Ownership and Risk: Ownership and risk of damage to or loss of goods shall pass
from Seller to Buyer as per the delivery terms agreed in Article 3.3 above.
5.2 Product Safety Responsibility: As of the time of delivery as per agreed Incoterms, the Buyer
shall be solely responsible for ensuring safety assessment, registration, storage and handling of
the Products as per regulations in Vietnam.Contract

ARTICLE 6. RIGHTS AND OBLIGATIONS OF EACH PARTY

6.1 Rights and Obligations of Buyer
6.1.1. Buyer must pay the price at the specified timeframe as stipulated in clause 2.3, Article 2 of
this Contract.
6.1.2. Provide support and create favorable conditions for the Seller to complete the work within
the designated time frame.
6.1.3. Appoint a representative to control the delivery of goods and verify the delivery note,
confirming the actual quantity and weight of the goods delivered at the time of delivery.
6.1.4. Have the right to use the products of L’Olive Provencale SAS for advertising purposes,
including public images and information on various media channels for marketing purposes.
Have exclusive rights to directly sell and distribute the products to retail and wholesale
customers.
6.1.5. Have the right to request penalties and compensation for damages as stipulated in Article
5.
6.1.6. Moon Over Perfume Restaurant Company has the right to refuse acceptance of the goods
if it is discovered that the Seller has not complied with the agreed terms as stated in Article 1.
6.1.7. Have the right to avoidance of the contract as specified in Article 10.
6.1.8. Fulfill all the responsibilities stipulated in this Contract and other obligations as required
by current legislation.

6.2 Rights and Obligations of Seller

6.1.1. The Seller warrants that they are the lawful owner of the goods. The Seller shall indemnify
the Buyer from any legal liabilities and ensure compliance with the legal requirements pertaining
to the respective industry's business operations.
6.1.2. The Seller shall refrain from supplying goods that violate intellectual property rights. In
case of any disputes arising from intellectual property rights concerning the supplied goods, the
Seller shall be fully liable.
6.1.3. The Seller shall ensure the proper delivery of goods to the Buyer in accordance with the
agreed-upon quantity, quality, specifications, timeframe, and location as stated in Articles 1 and
2 of the Contract.
6.1.4. The Seller shall be adequately packaged according to the chosen method of transportation,
and all items shall be brand new and in 100% new condition.
6.1.5 The Seller reserves the right to refuse delivery if it determines that the Buyer is not
complying with the payment agreements specified in Article 2.
6.1.6. Guidelines for usage and quality preservation (if the Buyer requests).
6.1.7. Have the right to avoidance of the contract as specified in Article 10.
6.1.8. Fulfill all the responsibilities stipulated in this Contract and other obligations as required
by current legislation.

ARTICLE 7: APPLICABLE LAW AND DISPUTE RESOLUTION

7.1 The Parties agree that the governing law of the Contract shall be the laws of the Socialist
Republic of Viet Nam.
7.2 Jurisdiction: Any issues not covered by the contract shall be resolved by referring to the
Vietnam International Arbitration Center (VIAC) in accordance with the Rules of Arbitration.
7.3 The language of the arbitration shall be English.
7.4 The international trade custom of CIF Incoterms 2000 is generally applicable.
7.5 Dispute resolution: Any disputes or disagreements arising between the parties shall be
resolved through amicable negotiations, if possible. If a dispute cannot be settled through
negotiation within 60 days from the date of the dispute, either party shall have the right to refer
the matter to arbitration at the Vietnam International Arbitration Center (VIAC) in accordance
with its Arbitration Rules. The parties hereby agree that the arbitration proceedings shall be
conducted under the expedited procedure specified in Article 37 of the VIAC Arbitration Rules.

ARTICLE 8: INSURANCE
CIF 01 Yet Kieu, Tho Quang, Sơn Tra, Da Nang, Viet Nam Incoterms 2020
8.1 Insurance: Under CIF (Cost, Insurance, and Freight) terms, the seller is obligated to arrange
and sign an insurance contract for the exported goods, typically with a minimum coverage of
110% of the goods' value.
8.2 The goods must be insured by a legally established insurance company that is capable of
insuring all risks associated with the goods.
8.3 Insurable Risks: Any physical loss or damage caused by external factors, including risks of
war, civil unrest, and civil commotion (for countries with a high risk of war, violence, and civil
unrest, it is necessary to require these types of insurance).
8.4 IN WITNESS WHEREOF, the Parties hereto have executed this L’Olive Provencale SAS
Sales Contract as of the Effective Date.

ARTICLE 9: FORCE MAJEURE

9.1 A force majeure event is an objectively occurring event beyond the control of the Parties,
such as earthquakes, storms, floods, tornadoes, tsunamis, landslides, fires, wars or the risk of
war, epidemics, and other unforeseeable disasters, policy changes, or prohibitions imposed by
the Vietnamese authorities. When an incident occurs, the parties affected by the force majeure
event also have the obligation to inform the other party of the occurrence of the force majeure
event within 7 (seven) days from the occurrence of the force majeure event.
9.2 The parties shall be relieved from responsibility for non-performance or delayed performance
of obligations caused by force majeure events, except in cases where they are affected by a force
majeure event without complying with the notification requirement as specified in clause 9.1 of
this provision.
9.3 When a force majeure event occurs, the obligations of the Parties shall be temporarily
suspended and they shall promptly resume their obligations under the Contract upon the
termination of the force majeure event. The duration of the contract suspension shall be extended
by the duration of the force majeure event that prevents the affected party from performing its
obligations under the contract.

ARTICLE 10: CONTRACT TERMINATION

10.1 Any violation of the rights and obligations under this Contract shall be considered a breach
of the Contract, provided that the breaching party has been notified twice and has not remedied
the entire breach within 60 days from the date of receiving the notice.
10.2 If either party violates the Contract and causes damage to the other party, specifically
monetary, product, or reputational damage, the violating party, in addition to having to
compensate for all direct damages and losses, arising from the breach and the non-breaching
party has the right to terminate the Contract before its expiration without having to pay
compensation or incur any penalty according to the provisions of this Contract.
10.3 The Buyer has the right to terminate the contract before its expiration if the Seller fails to
perform or perform incorrectly or incompletely or all of its obligations through no fault of the
Buyer or due to force majeure events.
10.4 The Seller has the right to terminate the contract if the Buyer breaches the provisions of this
contract, leading to the improper execution of the agreed-upon schedule that the parties have
previously agreed upon, without any fault on the part of the Seller or due to a force majeure
event.
10.5 Contractual penalties: If the breaching party fails to promptly cease the act of breaching the
Contract and/or fails to rectify the consequences of the breach upon receiving notice from the
non-breaching party, the breaching party, in addition to the obligation to compensate for
damages to the other party, will also be subject to a contractual penalty for breaching the
Contract, amounting to 10% of the value of the breached contractual obligation.
10.6 If either party unilaterally terminates the contract without falling under any of the
circumstances specified in this contract, the terminating party shall be subject to penalties,
including (i) payment of 8% of the service fees for the unperformed service items up to the date
of contract termination, (ii) payment of any costs incurred related to the services that have been
or are being performed, and (iii) compensation for any damages resulting from the act of contract
termination (if applicable).
10.7 A valid contract termination occurs when:
10.7.1 Both parties have completed all obligations under this contract and have been
acknowledged through the Acceptance. Both parties proceed to conduct a contract liquidation by
preparing a Sale of Good contract liquidation record to confirm the rights and obligations of each
party as specified in this contract.
10.7.2 Both parties agree to terminate the contract before its expiration, and the Buyer agrees to
compensate the Seller for the corresponding costs of the completed work items up to the date of
contract termination.
10.8 The termination of this contract does not affect the rights and remedies that the parties have
obtained or may have incurred prior to the contract termination.
This contract shall be performed in a spirit of good faith and fair dealing.
The contract is created into 02 copies with equal legal value, each Party keeps 01 copy.

Moon Over Perfume Restaurant Company | L’Olive Provencale SAS

Date November 28th, 2020.
SELLER BUYER

[Signature] [Signature]
Pierre Leroux Nguyen Nhi