Sale and Purchase Agreement:

Contract №: TEBL/AI/2024/SPA-32

THIS AGREEMENT IS EXECUTED ON THIS THE 23rd DAY OF MARCH, 2023 OF CHRISTIAN ERA.

BETWEEN

NRS13, an organization incorporated in Bangladesh and having its registered office at Apt# A2, Plot#
174, Road# 2, Mohakhali DOHS, Dhaka, Bangladesh (hereinafter referred to as “NRS13”, which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
successors and assigns) the ONE/First PART.
AND
ARISTOCRAT International incorporated in Bangladesh, having its registered office at Ground Floor,
Plot# 116, Road# 06, Mohakhali DOHS, Dhaka, Bangladesh (hereinafter referred to as “AI”, which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
successors and assigns) the Other/Second PART.

This AGREEMENT is regarding the purchase, sale, and supply of Brazilian Sugar ICUMSA 45 (Cargill,
Raizen, Alven) by THE SECOND PARTY to THE FIRST PARTY namely NRS13 and its nominated location
and entity time to time in the following Terms & Conditions:

1. SCOPE
1. THE FIRST PARTY is the buyer, organizer, arranger, and supplier of commodity items. The first party
is looking forward to availing ICUMSA 45 certified Brazilian sugar from local sources manufactured
by Cargill/Raizen/Alven for their parties/entities all over Bangladesh.
2. THE SECOND PARTY is the seller/supplier/agent of the seller/importer. And agrees to deliver said
specified sugar to the 1st party and their nominated entities from time to time.
3. BOTH PARTIES agree mutually to maintain an ethical and standard business practice to accomplish
their task and goal.

2. PARTIES RIGHTS AND OBLIGATIONS

1. THE SECOND PARTY is obliged to provide all the information necessary e.g import documents, Tax
documents, and other valid documents to prove the ownership of the items sold. The first party is
free to validate all the documents if they feel needed.
2. The first party will visit the delivery facility to ensure that the second party is valid and can supply
the required items.
3. The First party will share a photo/copy of a bank payee order in the name of the second party to
ensure the capacity of payment against the delivered items.
4. No party can deny the process once the payee order copy is made. The second party is free to
validate/check the authentication of the payee order anytime.
5. The second party cannot claim any payment without receiving a copy of the delivery challan. But
they can claim or take legal action if the delivery is made with proper documentation/signed
 challan and the first party breached/does not share the original Payee order any terms of this
agreement.
6. The first can request the bank to cancel the payee order and refund if delivery is not made within
48 hours of the delivery request made by the first party.
7. Delivery must be made with proper packing and quality. The first party has the right to reject
receiving if the baggage is tempered, torn, or replaced without paying a penalty or delivery charge
but cannot cancel if all standard is maintained.
8. The second party will not deliver any item that does not originate from Brazil. Or does not follow
basic standards.
9. The second party will bear the loading cost and delivery cost to any location in Dhaka and adjacent
areas (Gazipur, Narayanganj). The first party will bear the unloading cost and standard
transportation cost for the distance from mentioned areas.
10. The first party can also make payment by RTGS to the account of the second party. In that case, the
payee order will be considered as security for the next/continuous delivery.
11. The second party will solve if any formal/approving issues arise during the transportation by the
authority.

3. PRICE, SECURITY AND CHARGES

1. THE SECOND PARTY will charge 123/kg including loading and delivery as per terms. If any payment
is made by/to other accounts; the rest of the fund is to be settled in the account of the first and
second party.
2. This price will remain fixed for 60 days and 30000MT ICUMSA Sugar originated from Brazil.
3. The first party will share the photo/copy of the payee order for the qty of 160,000KG or
1,96,80,000/- which would work as security or payment if the first party breaks any terms.
4. Any charges not mentioned in the terms shall be borne by both parties equally.
5. Any party that violates the terms will pay the full demerge if needed as a penalty.

4. DELIVERY, RETURN AND REJECTS

1. The First PARTY will share delivery time, location, and quantity in writing with proper contact
information which will be counted as formal/accepted information valid with this agreement.
2. The second party is not liable to make any delivery where transportation is limited, restricted, or
not possible (due to road conditions).
3. Any product that does not match the agreement can be canceled and returned with full
responsibility to the second party.

5. INVOICING AND PAYMENT

1. The second party can claim the bill as per the delivery challan. Once the first part asks for
delivery, they will make the fund available for RTGS. Once goods arrive, the first party must clear
the payment before receiving/unloading the goods.
2. If the payment is not made properly, the second party can claim the original payee order and
process encashment.
6. LIABILITY AND INDEMNITY
VAT & Tax, Duties, and documentation are under liabilities of THE SECOND PARTY and THE FIRST PARTY
shall not be responsible for any VAT and other Tax issues.

7. TERMS AND TERMINATION

This Agreement shall come into force on the Effective Date set out above and shall continue to be in
force until both parties dismiss the agreement, complete the terms, or fail to comply with the basic
terms of the agreement.

9. GENERAL
If a single clause in this agreement is invalid, both parties shall endeavor to replace the invalid clause
by a valid one that reproduces as closely as possible the intended economic meaning of the invalid
clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the
agreement is found to be incomplete.

10. AMENDMENTS
Save as expressly provided for under this Agreement, this Agreement may not be changed, altered or
waived without the written consent of the Parties.

11. CONFIDENTIALITY
1. Neither Party (“Receiving Party”) shall use any Confidential Information of the other Party
(“Disclosing Party”), except as expressly permitted under this Agreement.
2. Both parties are obliged to treat confidentially the content of this agreement, as well as all other
information and data they acquire in connection with the partnership, and not use it for purposes
outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year
after the termination of the contract. Both parties are obliged to follow privacy laws and handle
accordingly all data related to customers, suppliers and business partners.

12. NOTICE
Any notice or other communication to be given under this Agreement shall be in writing and shall be
delivered by hand, and/or sent by registered post or shall be transmitted by facsimile or electronic
mail, and shall be addressed to the Party to be served at the address. Any information shared by the
below media will act as valid/formal information.
Contact Information Bank Information
First Party Md Ashraful Hoque Account name: NRS13
Managing Director Account No: 01833004233
01901328578 (phone and WhatsApp) Bank Name: Standard Bank Limited
md@totalexpertbd.com Branch: Gulshan 1
nrsone3@gmail.com Routing No: 210261934
Second Party Md Shohidullah Khan Account name:
Managing Director Account No:
 01748212003, 01982880683 (phone Bank Name:
& WhatsApp) Branch:
teanterprise35@gmail.com Routing No:

13. FORCE MAJEURE

For the purposes of this Agreement, “Force Majeure Event” means an event beyond the reasonable
control of either of the Parties including but not limited to strikes, lock-outs or other industrial disputes
(whether involving the workforce of the Party or any other party), failure of a utility service or
transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any Law
or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire,
flood, storm or default of suppliers or subcontractors.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with laws of Bangladesh and,
subject to arbitration as set out under this Agreement, all matters arising out of or relating to this
Agreement shall be subject to the exclusive jurisdiction of the courts at Bangladesh.

15. ARBITRATION
Any dispute or claim involving the Parties and arising out of or in connection with or relating to this
Agreement or the breach, termination or invalidity hereof (“Dispute”), which must be finally resolved
within seven (7) working days of the arising of a Dispute, or such extended period as the Parties may
agree, will be referred at either Party’s request in writing (“Dispute Notice”) to binding arbitration by a
panel of three arbitrators, one each to be appointed by the Parties, and the third to be nominated by
the two (2) arbitrators so appointed, in accordance with the Arbitration Act 2001 of Bangladesh, as
amended from time to time.

IN WITNESSES WHEREOF, BOTH PARTIES HEREUNTO SET THEIR RESPECTIVE SIGNATURES ON THE DAY,
MONTH AND YEAR MENTIONED FIRST ABOVE.
Accepted for and on behalf Of
Accepted for and on behalf Of NRS13 ARISTOCRAT International

Name: Md Ashraful Hoque Name: Md Shohidullah Khan

Signature: Signature:

Witness Name: Witness Name:

Signature: Signature: