Contract Number: RCN2023/NP/IVC07

Sales and Purchase Agreement

This contract is made on the 11nd of September 2023
Between
SELLER: IMEX CORPORATE LTD
Address: Abidjan Treichville, Zone 2, street of saddlers
Represented by: Madam KOFFI Clarisse, – DIRECTOR herein referred to as the SELLER

BUYER: NGA PHUOC COMPANY LIMITED

Address: Group 2, Quarter 4, Long Phuoc Ward, Phuoc Long Town, Binh Phuoc Province, Viet
Nam
Represented by: Nguyen Thi To Nga (Mrs.) herein referred to as the BUYER

Whereas the Seller have agreed to sell and the Buyer have agreed to buy the following
commodity on the terms and conditions hereinafter mentioned:

ARTICLE 1: COMMODITY
1. Description of goods : DRIED RAW CASHEW NUTS IN SHELL, NEW CROP 2023
2. Quantity : 250 MTS (net weight).
3. Tolerance : +/- 5% The Sellers’ option.
4. Origin : Ivory Coast
5. Packing : In sound seaworthy jute bags, approximate net weight 80kg per bag (New
jute bag).
6. Status : Already stuffed in containers at Abidjan port, IVC.

ARTICLE 2: QUALITY SPECIFICATIONS & PENALTY

1. Moisture : 10% max.
2. Nut count : 200 nuts per kg (max).
3. Outturn : 48lbs per 80 kg (min).
4. Penalty/ Rejection/ Premium:

Specification Penalty/Premium
USD19.38 pmt/1 lb. For part on prorate from outturn from below 48 lbs to 46
Outturn lbs and double for outturn below 46lbs.

Nut count USD 10 pmt for every 10 nuts excess and double above 210.
Moisture USD 15 pmt for every 1% exceeding 10% and reject above 12%.

ARTICLE 3: PRICE AND TOTAL VALUE

1. Price: USD 950/MT C&F Ho chi Minh Port Vietnam, Landed Quality, Landed Weight.
Incoterm®2010
Quantity: 250 Metric Tons (+/- 5% The Sellers’ option).
2. Total amount: USD 232,500 (+/- 5% The Sellers’ option).
(Say: U.S dollar Two hundred thirty two thousand five hundred only)
ARTICLE 4: BANK INFORMATION

1. Bank of seller
1. Beneficiary Bank’s name : BANQUE ATLANTIQUE OF COTE D’IVOIRE (BACI)
2. Bank’s Address : Immeuble atlantique, Avenue Noguès Plateau, 04 BP 1036 Abidjan 04
3. Beneficiary's Account Name : CI034 01005 142475520016 90
4. Beneficiary’s USD Account No.: CI93 CI0340100514247552001690
5. Swift Code: ATCICIABXXX :

2. Bank of buyer
1. Bank’s name: Asia Commercial Bank – Phuoc Long Binh Phuoc Sub, Binh Phuoc Branch
2. Bank’s address: 800 Phu Rieng Do, Tan Xuan Ward, Dong Xoai Town, Binh Phuoc Province,
Vietnam
3. Account Name: Nga Phuoc Company Limited
4. Account No. : 128424169
5. Swift Code : ASCBVNVX

ARTICLE 5: TERMS OF PAYMENT

1. Payment method: 98% by D/P bank to bank and 2% balance by TTR on landed weight landed
quality basis.
All banking charges in Vietnam on account of Buyer.
All banking charges outside Vietnam including confirmation charges on account of Seller.
2. Document required for shipment:
 Full (3/3) Set of original clean Bill of Ladings Made out To Order, Marked “Freight prepaid” And
Notify Applicant “NGA PHUOC COMPANY LIMITED”. 14 days of free demurrage at
destination port to be added.
 Original signed and stamped Commercial Invoice in triplicate.
 Original signed and stamped Packing List in triplicate.
 Certificate of Origin issued by competent authority of Export Country in English Language.
 Phytosanitary Certificate issued by Government competent authority of the Export Country in
English Language. Consignee to be mentioned “NGA PHUOC COMPANY LIMITED”.
 Fumigation certificate issued by competent authority of the Export Country in English Language.
 Typographical (errors and spelling mistakes) acceptable except for quality, weight and price.
 Third party documents are allowed except for Invoice, B/L, and Packing list.
3. The balance 2% of invoice value will be payable by TTR within 3 business days from the
date of VINACONTROL Inspection Certificate against the document stated below:
 01 copy of certificate of weight and quality issued by VINACONTROL at
discharge port.

ARTICLE 6: INSURANCE

To be covered and paid by Buyer.

ARTICLE 7: SHIPMENT AND DELIVERY SCHEDULE

1. Delivery time : 14 days maximum after contract signing date.
2. Port of loading : Abidjan port of IVC.
3. Port of discharge: Ho Chi Minh City Port, Vietnam, Cat Lai Terminal.
 4. Partial shipment: Allowed.
5. Transshipment: Allowed.

ARTICLE 8: INSPECTION
1. The cargo shall be inspected by VinaControl at destination port
to confirm the quality
and quantity. The cost of such inspection at discharge port shall be borne by the Buyer.
Said inspection, done by Vinacontrol, shall be done according to the standard inspection
method.
2. Both Parties agreed for weighing of the cargo at destination to be done at i ndependent
weighbridge with containers before the opening the seals. The final landed gross weight will
be the difference between this weight and the tare weight of the container. Net weight of the
cargo will be gross weight after deducing tare weight of jute bag and other masking material
(carton paper, moisture absorber…).
3. The Buyer is responsible for informing the Seller's representative about discharge 2 days in
advance. In the absence of seller's representative VinaControl shall inspect the
cargo following their standardized procedures and the resulting report shall be legally binding to
both parties.
4. Buyer reserves the right to accept the cargo quality according to contract without inspection.

ARTICLE 9: JURIDICTION
Any dispute, controversy or difference which may arise in connection with or in Relation to this
agreement, or for the breach thereof, shall, unless settled by amicable Arrangements of the parties
hereto, be settled by International Arbitration Center, Singapore. The judgment thereof shall be
final and binding upon the parties hereto. The expenses incurred shall be borne by the losing party.

SELLER BUYER

IMEX CORPORATE LTD NGA PHUOC COMPANY LIMITED