UNIVERSIDAD AUTÓNOMA

DEL ESTADO DE MÉXICO

SALE
CONTRACT
CONTRATOS INTERNACIONALES Y
FORMAS DE PAGO

POR:
BECERRIL JIMENEZ FERNANDO
MARTINEZ GONZALEZ DANIEL
RIOS AGUILAR VIVIAN

GRUPO: N2 8° SEMESTRE
 DATE: 1st March 2024

BETWEEN:

Seller:

DAFERVI S.A de C.V whose registered office is at Av. Niños Heroes 119, 46400
Tequila, Jalisco, Mexico, and registration/fiscal number is RFC1234567890,
represented by Gonzalez, Daniel, Sales Manager.

AND:

Buyer:

OMIDISTRI S.L., whose registered office is at Av. Eduardo Pondal, Pontevedra

36003, Spain and registration/fiscal number is 999-00-11111, represented by Doblas,
Ruben, Purchasing Manager.

DAFERVI SA de CV hereinafter referred to as "Exporter, Seller"

OMIDISTRI SL hereinafter referred to as "Importer, Buyer"

Product.

Under the present Contract, the Seller undertakes to provide, and the Buyer to
purchase:

Description: The goods sold under this contract consist of;

• Tequila Type: Blanco
• Alcoholic Degree: 40% vol.
• Presentation: 750 ml glass bottle
• Net Content: 750 ml per bottle
Quantity: The total quantity sold is 6,000 units of Tequila Blanco 750 ml with a unit
price of 24 euros per bottle.
• Packaging: Sturdy cardboard box for transportation, with capacity for 12
bottles (500 boxes).
 • Labeling: Each bottle will be labeled according to Mexican and international
regulations, including information about the producer, type of tequila, alcohol
content, lot number and expiration date.

Price.

The total price of the Products which the Buyer undertakes to pay the Seller shall be
twelve thousand Euros ($12,000 EUR). The aforementioned price:

Is the sum total of the prices of all Products and quantities as set out in the previous
point.

Both Parties compromise to renegotiate the agreed price when it is affected by

significant changes in the international market, or by political, economic or social
situations in the country of expedition or destination of the Product, which may
prejudice the interests of any of the parties.

Authority

The parties acknowledge and agree that the International Chamber of Commerce
(ICC) shall act as a competent authority to provide protection to businesses in the
different countries of the world with respect to business operations arising from this
contract. In the event of any dispute or controversy arising in connection with this
contract, the parties agree to submit to the jurisdiction and arbitration of ICC in
accordance with its rules and procedures applicable at the time of the dispute.

Applicable law

This sales contract shall be governed by the CISG. Any questions not covered by
the CISG shall be governed by the domestic law of Mexico.

Severability
In the event that any provision of this agreement is held to be invalid, illegal or
unenforceable for any reason by a court or other competent authority, such invalidity,
illegality or unenforceability shall not affect the validity or enforceability of the
remaining provisions of the agreement, which shall remain in force. full vigor and
effect.

Furthermore, the parties agree that any invalid, illegal or unenforceable provision will
be reformed and replaced by a valid, legal and enforceable provision that comes as
closely as possible to the original intention of the parties when forming the contract.

Dispute resolution.

Any dispute, controversy or claim arising out of or in connection with this agreement,
including any dispute regarding its existence, validity, interpretation, performance,
breach or termination, will be resolved by good faith negotiations between the
parties.

In the event that the parties are unable to resolve the dispute through direct
negotiations within a reasonable time, both parties agree to submit the dispute to
arbitration in accordance with the arbitration rules of the International Chamber of
Commerce (ICC) by one or more arbitrators. designated in accordance with said
rules.

The place of arbitration will be CDMX, Mexico. The language of the arbitration will
be in Spanish.

The arbitration decision will be final and binding on both parties and will be enforced
in accordance with the laws of the country where the arbitration took place. The
parties agree to waive any judicial remedy against the arbitration award, except to
the extent necessary for its enforcement.

Deliver terms.
The Seller shall deliver the Products to the port of A Coruña, Spain, under conditions
CIF (Cost, Insurance, and Freight) in accordance with the INCOTERMS 2010 os
the International Chamber of Commerce. The Exporter (DAFERVI S.A. de C.V.)
assumes the responsibility to deliver the goods to the agreed place of destination in
Spain, as well as to pay the transportation and insurance costs necessary to bring
the goods to such place. The Importer (OMIDISTRI S.L.) will be responsible for the
risks and additional costs once the goods have been delivered on board the agreed
means of transport at the port of shipment in Mexico.

Packaging

The product is packaged in cartons, with each carton containing 12 bottles of Tequila
Blanco 750 ml.

Cartons are labeled with comprehensive product information, including ingredients,

and added flavor and aromas.

To ensure the safety and integrity of the goods during transportation, cartons are
securely sealed and stacked on pallets for ease of handling.

The Seller undertakes to deliver the Products, suitably wrapped and packed to
maintain their freshness and avoid absorption of moisture during transport. The
packaging will be designed for the specific characteristics of the Tequila bottles and
for the transport conditions to be used, ensuring the quality and integrity of the
product at the time of delivery to the Buyer.

Substitution

DAFERVI S.A. of C.V. reserves the right, upon written notification to the Importer
(OMIDISTRI S.L.), to replace the goods specified in this contract with goods of equal
or better quality and value, provided that the replaced goods meet the specifications
and requirements agreed in the original contract.
In the event that the Exporter (DAFERVI S.A. de C.V.) exercises its right of
substitution, OMIDISTRI S.L. You will have the right to inspect and approve the
replaced goods before shipment. If the Importer (OMIDISTRI S.L.) does not approve
the replaced goods within a reasonable time, the Exporter must provide a solution
acceptable to both parties, which may include the return of any payment made for
the replaced goods.

Preparation, stuffing, blocking and bracing of containers

DAFERVI S.A. de C.V. shall be responsible for the proper preparation, filling,
blocking and padding of the containers to be used for the transport of the goods
covered by this contract.

Specifically, for the transportation of the 500 tequila boxes, each with a capacity of
12 bottles of tequila, the Exporter (DAFERVI S.A. de C.V.) shall ensure that:

1. Each tequila box is properly packed and sealed to prevent any damage during
transportation.
2. Tequila boxes are securely placed on pallets and secured with sufficient
strapping to prevent movement during transportation.
3. Appropriate padding and padding materials are used between boxes and
around pallets to protect tequila bottles from any shock or vibration during
transportation.
4. Container contents are locked and secured to ensure that tequila boxes
remain stable and secure during sea transportation.

The Exporter undertakes to comply with all applicable international regulations and
standards relating to the packaging and transportation of dangerous goods, if
applicable to the exported products.

Delivery of the goods by the seller

The Seller undertakes to deliver the goods within 19 calendar days of receipt of the
confirmation in writing of the order in question, once all payment conditions
established in the present Contract have been fulfilled. This ensures that the Seller
has sufficient time to prepare and arrange for the delivery of the goods after receiving
confirmation from the Buyer and after ensuring that all payment conditions have
been met as agreed upon in the Contract.

The established delivery period may be modified by either party in case of Force
Majeure or unforeseen circumstances which prevent its fulfillment, allowing flexibility
in case unexpected events occur that could impact the timely delivery of the goods.
This provision ensures that both parties have recourse in situations beyond their
control, maintaining fairness and understanding in the execution of the Contract.

Currency of sale

The price agreed in this contract is established in Euros (EUR). All financial
transactions related to this contract, including payments for goods delivered and any
other sums due between the parties, will be carried out exclusively in Euros (EUR),
unless otherwise expressly agreed in writing between the parties.

Warranty and repair of goods

The Exporter warrants that all goods delivered pursuant to this contract will be free
from defects in workmanship and materials and will comply with all agreed
specifications.
In the event that the goods delivered do not comply with the guarantees set out
above, the Importer will have the right to notify the Exporter in writing within a period
of 5 days upon receipt of the goods. Upon receipt of such notification, the Exporter
undertakes to repair or replace the defective goods at no additional cost to the
Importer.
Any costs associated with the return of the defective goods to the Exporter and the
delivery of the repaired or replaced goods to the Importer will be borne by the
Exporter.
This warranty will not apply in cases where defects or damage to the goods are
caused by misuse, negligence, improper handling or any other act beyond the
reasonable control of the Exporter.

Receipt of the goods by the buyer

Upon delivery of the goods at the port of A Coruña, Spain, in accordance with the
terms of the INCOTERM CIF (Cost, Insurance, Freight), the Importer will be
responsible for receiving and accepting delivery of the goods at the place designated
in the port of destination.
The Importer shall inspect the delivered goods as soon as reasonably practicable
after arrival at the port of destination. Any discrepancy, damage or shortage of the
delivered goods must be notified to the Exporter and the carrier in writing within a
maximum period of 5 calendar days from the date of receipt of the goods.
Failure to give written notice within the specified period shall be deemed to be tacit
and complete acceptance of the goods delivered in the quantity and condition
specified in this contract.
The Importer will be responsible for any additional costs associated with the receipt
and unloading of the goods at the port of destination, including, but not limited to,
customs duties, import taxes, port fees and any other applicable charges.

Country of origin of the goods

All goods delivered pursuant to this contract, the main product being Tequila, will be
of Mexican origin, specifically from the region of Tequila, Jalisco, as certified by the
Exporter.
The Exporter guarantees that the Tequila delivered is of Mexican origin, specifically
from the region of Tequila, Jalisco, and complies with all regulations and legal
requirements related to the country of origin of the Tequila.
The Importer agrees to comply with all applicable regulations and legal requirements
in relation to the importation of Tequila from Mexico.
Any dispute related to the country of origin of the Tequila will be resolved in
accordance with the laws of Mexico.
Type and timing of payment.
The agreed price for the Tequila will be paid in euros (EUR).
Payment will be made as follows:
a. The Importer will make an initial payment equivalent to 30% of the total
contract at the time of signing this contract as an advance payment.
b. Payment of the remaining 70% will be made by the Importer before delivery of
the Tequila to the port of A Coruña, Spain.
Payments will be made by bank transfer to the account designated by the Exporter.
The Exporter will provide the Importer with a detailed commercial invoice including
price breakdown, payment terms and any other applicable charges.
The Importer must make all payments within the deadlines specified in this contract.
Any late payment will be subject to applicable late payment interest as permitted by
law.

Export packaging.
The Exporter agrees to provide adequate packaging to ensure the safety and
integrity of the Tequila during transportation from Tequila, Jalisco, Mexico, to the port
of destination in A Coruña, Spain.
The packaging used will comply with all applicable international regulations and
standards for the safe transportation of liquid products, including Tequila.

Notice to the seller.

The Importer undertakes to notify the Seller in writing within two (2) business days
after receipt of the merchandise at the port of destination in A Coruña, Spain.
The receipt notification must include the exact date of delivery of the merchandise,
the condition in which the merchandise was received, and any relevant observations
regarding the condition of the merchandise at the time of delivery.

Mode of transport
In accordance with the terms of the INCOTERM CIF (Cost, Insurance, Freight), the
Exporter will be responsible for organizing and paying for the transportation of the
merchandise from its facilities in Tequila, Jalisco, Mexico, to the port of destination
in A Coruña, Spain.
The Exporter will hire a reliable and competent maritime transport company
(MAERSK) to carry out the transportation of the merchandise.
The Exporter undertakes to insure the merchandise during maritime transport to the
port of destination in A Coruña, Spain, in accordance with the terms of the
INCOTERM CIF.
The Importer will be responsible for arranging and paying for any additional
transportation necessary to get the merchandise from the port of destination to its
final destination in Spain, as well as costs associated with importation and customs
clearance.

Transportation costs
The Exporter will be responsible for covering all costs related to the transportation
of the merchandise from its facilities in Tequila, Jalisco, Mexico, to the port of
destination in A Coruña, Spain, in accordance with the terms of the INCOTERM CIF
(Cost, Insurance, Freight).
These transportation costs will include, but will not be limited to:
a) Loading and handling costs at the Exporter's facilities.
b) The costs of land transportation from the Exporter's facilities to the loading
port in Mexico.
c) Sea freight costs from the port of loading in Mexico to the port of destination
in A Coruña, Spain.
d) Any port fees, tolls or charges related to maritime transportation.
e) The costs of marine insurance to cover the merchandise during maritime
transport to the port of destination in A Coruña, Spain.
The Exporter will provide the Importer with a detailed invoice itemizing all
transportation costs incurred for the transportation of the merchandise, in
accordance with the terms of the contract.
Seller's Signature: ____________________ Date: _______________

Buyer's Signature: ____________________ Date: _______________