2 SALE CONTRACT

Contract No: RWSC09092201,RWSC/RFMC-092014 (1)

Date: 22 September 2014

The Seller: REAL WORLD JSC

Add: Hoang Dieu St., Dist. 4, Ho Chi Minh City, Vietnam

Tel: 84.62615872

Acct No.: (USD) 30524189 at ACB – Khanh Hoi branch

FDA Registration No.: 12781904916

Represented by Mr. Nguyen Vu – General Manager,Director (2)

The Buyer: RAMA FOOD MFG. CORP

Add: 1486E, Cedar St., Ontario, CA 91761, United States. (3)

Tell: (909) 932 – 5305

Fax: (909) 932 – 6666

Represented by Mrs. Tanya Garrett – Managing Director.

The Seller agrees to sell and the Buyer agrees to buy hereinafter commodities under
the following terms and conditions:

COMMODITY: Vietnam white, irregular rice, long grain, crop in year 2014 (4)

ORIGIN: Vietnam

QUALITY:

- Broken: 25% max (5)

- Moisture: 8% max (giảm độ ẩm) (5)

- Double polish: required

- Chalky kernel: 5.0% max (basis ¾ grain).

- Foreign matter: 1% max

- Yellow kernel: 1% max

- Paddy: 5 per kg. max (5)

QUANTITY:

- 929.88 MT (nine hundred and twenty nine point eighty eight metric ton) (6)

- Tolerance: +/-1% ( at Seller’s option) (6)

Unit PRICE: USD 365.00/MT (US dollars three hundred and sixty five per metric ton)
CFR Long Beach Port, California, US in accordance with Incoterms 2010.

- Total value: 929.88 X 365 = 339,406.2 USD (+/-1%)

(Say: US Dollars three hundred thirty nine thousand and four hundred six and
cents two only) (6)

SHIPMENT: (7)

- Shipment date: from 25 September 2014 to 31 December 2014.

- Transhipment: Allowed.

- Partial shipment: Allowed.

- Port of loading: Cat Lai port, Ho Chi Minh City

- Port of discharge: Long Beach port in Los Angeles.

- Inspection: by the buyer’s representative at the seller’s warehouse or at the port of

loading.

- Notice of shipment:

+ Within 2 days after sailing date of carrying vessel to Long Beach, the Seller shall
notify by email or fax to Buyer the following information:
● Commodity and Quality of goods
● Name and Nationality of the vessel
● ETD, ETA
+ Within 1 day after date after receipt the goods, the Buyer shall notify by email or fax to the
Seller the following information:
● Name of the vessel
● B/L number
● Commodity, Quantity and Quality of goods
 PACKING & MARKING: the rice is packed in new 45.36-kg PE bags (equivalent to 100
lbs/bag)

- Total: 29x40’ FCL (8)

FUMIGATION: The rice must be fumigated in a container at the port of loading.

DOCUMENTS REQUIRED:

- Full set (3/3) original and 3 copies clean on-board Bill of Lading.

- Signed commercial invoice in triplicate.

- Packing list in triplicate.

- Certificate of Fumigation issued by the Vietnam government/ competent authority in 1

original and 3 copies.

- Certificate of Origin to be issued by Vietnam Chamber of Commerce and Industry

(VCCI) in 1 original and 3 copies.

PAYMENT: (show term of payment) (9)

By T/T in advance or within 5 days after B/L issuance date for 100% invoice value
through the Buyer’s Bank as following:

- Bank: Joint Stock Commercial Bank For Foreign Trade Of Vietnam-East Sai Gon
Branch
- Add: 200A National Highway 13, Hiep Binh Chanh Ward, Thu Duc City, Ho Chi Minh
City, Viet Nam.
- Tel: (028) 38407924 & Fax: (028) 38407925
- Number of account: 1000617383612
- SWIFTCODE: BFTVVNVX

PENALTY: In case of delay shipment more than 7 days/ delay payment happens, the
penalty for such delay will be based on annual interest rate of 0.1% per day

If the seller or the buyer want to cancel the contract, 7% of total contract value will be
charged as penalty to that party (10)

FORCE MAJEURE: Neither party to this contract shall be held responsible for breach of
contract caused by an act of god, insurrection, civil war, war, military operation or local
emergency. The parties do hereby accept the international provision of “Force Majeure”
published by the International Chamber of Commerce, Geneva, Switzerland, and as
defined by I.C.C rules uniform customs and practice.
CLAIMS: In case of claim on quality discrepancy against the seller, the buyer shall
officially notify the seller by fax within 2 weeks from the date of arrival of vessel at
discharging port. (11)

ARBITRATION:

Thereafter, both buyer and seller mutually appoint an international reputable neutral
inspection agency and such inspection results shall be deemed as final to both buyer
and seller. The losing party shall bear the Arbitration fees. (12)

Any dispute arising under this sales contract would be settled amicably at first. In case
the dispute cannot be settled, the dispute will be referred to the Vietnam International
Arbitration Center of Vietnam Chamber of Commerce and Industry (VCCI)

GENERAL TERMS: Both parties undertake to execute strictly all articles of this
contract. Any amendment or addition to this contract shall be made in writing after being
mutually agreed by both parties (13)

This contract is recognized by email and will come into force after being signed by both
concerning parties.

THE SELLER THE BUYER

EXPLANATION:

(1): The contract includes the seller and the buyer, but the contract no just has the
name of the seller, so we need to add the buyer’s short name.

(2): Wrong position because the manager does not have the right to represent, only the
director has the right to do that. In case the director is absent, the director will write a
power of attorney for the vice director.

(3) Lack of the country’s name so we need to show it.

(4) The form of commodity is not enough; therefore we add more information

(5) For quality, we have to add both MIN/MAX and Paddy and in the moisture part, we
have to reduce the moisture because it is high.
(6) For quantity, wrong unit, change Kg to MT, put MORE/LESS THAN after tolerance
and we also write The seller’s options because of CFR, add unit price and total value for
more details.

(7) For shipment, we must correct 2017 into 2014 because it was signed on september
22th 2014 and simultaneously add both Inspection and Notice of shipment. We also
correct port of loading/discharge for specificity.

(8) Missing marking and total ( by calculation based on quantity)

(9) Lack of payment and when making T/T payment, have to make lists such as Add,
Bank, Tel ……. And cannot pay by cash

(10) Add penalty to sale contract to protect the interests of both parties.

(11), (12): must be place in 2 different terms in the contract

(13): in the conclusion of the contract so much in the last term

3. In position of a Vietnamese importer, make a comment on the following provisions of

a Hot rolled steel plates import contract, find mistakes, disadvantages and correct them
to perfect the contract

l — Commodity: Steel

l — Quantity: 587 MT.

l — Unit price: USD 630.00/MT HCMC port.

l — Shipment: 180 days after receiving L/C.

l — Payment: By irrevocable confirmed L/C, A/S with TTR

BAI LAM

Commodity :

MISTAKE: Lack of clarity on specific type of steel

DISADVANTAGE: This lack of detail could lead to misunderstandings or disputes regarding the
product quality and specifications

CORRECTION: Specify the exact type of hot rolled steel plates (e.g: commodity + origin/main
specifications/brand name)

- Luxi hot rolled carbon steel plates, Grade ASTM A36, Dimensions 2000mm x 6000mm x
10mm.

Quantity:

MISTAKE:587 MT is a precise amount

DISADVANTAGE: the commodity is hot-rolled steel plates, so there may be some slight
differences or a tolerance level to account for minor discrepancies in shipment.

CORRECTION: quantity should be stipulated by approximate figure as steel may have some
tolerances in manufacturing procedures. Should be displayed (e.g:587 MT ± 5%) to account for
production variances.

Prices: Prices are always written next to a certain delivery term.

Disadvantage: In this case, this does not specify whether the price includes any Incoterms 2020
(latest model).

CORRECTION: It is important to specify the delivery term to avoid confusion regarding costs
and responsibilities.The place inserted after Incoterms rule, followed by Incoterm®2020, total
amount in figures and words.

For example:

If both parties agree to use FOB, the unit price should be written as

Unit price: USD 630.00/MT FOB Cat Lai port Ho Chi Minh City, Incoterm®2020.
Total amount: 630.00 x 587 = 369,810 USD (US Dollars Three hundred sixty-nine thousand and
eight hundred ten only).

Shipment: 180 days after receiving L/C.

MISTAKE

Lacking crucial shipment information including: Time of shipment, Port of loading, port of
discharge, partial shipment, transshipment, notice of shipment.

DISADVANTAGES:

Time is too long and could lead to inventory and cash flow issues. Should negotiate for a shorter
time frame (e.g., 90-120 days) to ensure faster project completion and reduce shipment costs.

180 days after receiving L/C, the term “receiving L/C” is vague. It is unclear whether this means
180 days after the L/C issuance date, the L/C receipt date by the beneficiary, or some other date
so this could lead to disputes.

There is no mention of what happens if the shipment is delayed beyond the 180 days.

Payment:This term stipulates: currency of payment, time of payment, method of payment and
payment documents.

MISTAKE: This clause lacks clarity and completeness.

DISADVANTAGES:
Irrevocable confirmed Letter of Credit (L/C) provides payment security for the seller but needs
to provide information about the L/C issuing bank, advising bank, beneficiary, open time of L/C,
expiry date of L/C, the whole procedure from applying for L/C to the end.

About the A/S and TTR, they need more clarification.

For e.g: opened at least 30 days prior to the shipment date, payable at sight (A/S)
against the presentation of the following payment documents kinds, issues, originals
and copies) to provide sufficient information.
● Draft/Bill of Exchange
● Commercial Invoice
● Bill of Landing
● Certificate of Quality
● Certificate of Quantity/Weight
● Certificate of Origin
● …

The L/C must include a Telegraphic Transfer Reimbursement (TTR) clause to which
allows the seller's bank to claim reimbursement by telegraphic transfer, ensuring faster
and more secure payment processing.

Example:

Commodity: Luxi hot rolled carbon steel plates, Grade ASTM A36, Dimensions 2000mm
x 6000mm x 10mm.

Quantity: : 587 MT ± 5%

Price:

● Unit price: USD $ 630.00/MT FOB Cat Lai port - Ho Chi Minh City -
Incoterm®2020.
● Total amount: USD $ 369,810 USD
● Say: United States dollars Three hundred sixty-nine thousand and eight hundred
ten only.

Shipment:
Time of shipment: 90 days after the L/C issuance date

Port of loading: San Diego Port

Port of discharge: Cat Lai Port

Partial shipment: not allowed

Transshipment: not allowed

Inspection: The seller must provide a quality certificate from an independent authorized
inspection agency. The buyer reserves the right to inspect the goods upon arrival at the
Cat

Lai port and reject any goods that do not conform to the agreed specifications.

Notice of shipment:

The seller must notify the buyer at least 10 days prior to the shipment date with
the following details:

● Name of the vessel.

● Estimated time of departure (ETD) from the port of loading.
● Estimated time of arrival (ETA) at the port of discharge (HCMC port).
● Bill of Lading number and date.
● Quantity of goods being shipped.
● Any other relevant shipping information.

The seller must also provide pre-shipment advice including the copies of the
following documents via email or fax:

● Commercial Invoice.
● Packing List.
● Certificate of Origin.
● Quality Certificate.
● Insurance Certificate (if applicable).
 ● Bill of Lading.

Payment:

The L/C must include a Telegraphic Transfer Reimbursement (TTR) clause

By irrevocable, confirmed Letter of Credit (L/C), opened at least 30 days prior to the
shipment date, payable at sight (A/S) against the presentation of the following
shipping/payment documents:

Payment documents:

One full set of shipping documents for each shipment is required as follows:

- Full set (3/3) original and 3 copies clean on-board Bill of Lading.

- Signed Commercial Invoice issued by the Seller in 03 originals and 03 copies

- Packing list in 03 originals issued by the Seller indicating net, gross weight and
measurement for 01 roll of steel.

-Certificate of origin form A: Certificate of origin by the US Chamber of Commerce and

Industry in 01 original and 03 copies.
4.

Disadvantages:

Commodity :
+Risks for the exporter when the goods are not clearly defined, it must be exactly in order to not
mix this goods with another
 Price:

+The price does not clearly state the method of transportation, which easily leads to
misunderstandings and difficulties in determining the price.

+Failing to specify which Incoterms method is used makes it difficult to accurately

determine the price of goods.

+Not stating the total amount in both words and numbers will cause difficulties in the
payment process and lead to losses.

Shipment:

+20 day is too short for the exporter prepare everything

+If you select the periodic delivery method on a specific date, the exporter must deliver
on that date. Any unforeseen issue leading to late delivery will result in the exporter
breaching the contract and having to pay compensation.

+Not mentioning the departure and destination ports makes it impossible to transport
the goods.

Payment:

+Because when using Clean Collection, the seller is in a passive position and
dependent on the goodwill of the buyer. If the buyer does not agree to pay and receive
the goods, it will lead to many arising costs that the seller has to bear. If the importer
goes bankrupt, the exporter will never receive the payment. If the financial capacity of
the importer is poor, the payment will be delayed, late, and costly. If the importer
intentionally commits fraud, still receives the goods but refuses to pay, or refuses to
accept the payment. When the bill of exchange matures but the importer cannot or does
not want to pay, the exporter can sue in court, but it is very expensive and not always
possible to receive the payment.

Find Mistakes:
+ Commodity: Coat=> incomplete information, not show the specific type of coat
+ Price:USD 6.5/pcs: Lacking information: Incoterm rule, place inserted after Incoterm rule,
Incoterm version, total amount in figures, in words.
 + Shipment: 20 days after signing of contract: => time is too short for the exporter,
Lacking information includes: name port of shipment, port of destination, shipment
method, partial shipment, transhipment, notice of shipment.
+ Payment: Clean Collection => Lacking information includes: Principal, Drawee, Remitting
Bank, Collecting Bank, period of presentation, payment documents: the issuers, number
of original & copies.

Correct:
+ Commodity: Vietnamese 100% Polyester Custom logo Coat
+ Quantity: 6.000 pc
+ Price:
Unit Price: USD $ 6,5/pcs - CIF - Ho Chi Minh Port (Cat Lai) - Incoterm 2020
Total amount: USD $ 39.000
Say: United States Dollars Thirty Nine Thousand only
+ Shipment:
- Time of shipment: 30-45 days after signing of this contract
- Port of loading: Cat Lai Port
- Port of discharge: Kobe Port
- Partial shipment: not allowed
- Transshipment: not allowed
- Inspection: Shipped quantity and quality at the load port by the Vinacontrol to be final
- Notice of Shipment:
+ Within 2 days after sailing date of carrying vessel to Kobe, the Seller shall notify by
email or fax to Buyer the following information:
● Commodity and Quality of goods
● Name and Nationality of the vessel (EVER ACE)
● ETD, ETA
+ Within 1 day after date after receipt the goods, the Buyer shall notify by email or
fax to the Seller the following information:
Name of the vessel
B/L number
Commodity, Quantity and Quality of goods
+Payment:

By T/T in advance or within 5 days after signing the contract for 100% invoice
value through the Buyer’s Bank as following:

- Bank: Joint Stock Commercial Bank For Foreign Trade Of Vietnam-East Sai
Gon Branch
- Add: 200A National Highway 13, Hiep Binh Chanh Ward, Thu Duc City, Ho
Chi Minh City, Viet Nam.
- Tel: (028) 38407924 & Fax: (028) 38407925
- Number of account: 2221002625
- SWIFTCODE: BFTVVNVX
Payment document: 1 original and 2 copies
- Custom clearance
- Bill of Landing
- Commercial Invoice
- Insurance certificate

Commodity :Lack of clarity on specific type of steel, too general, easy to misunderstand

Quantity: so there may be some slight differences in the manufacturing or producing

process.

Unit price: Prices are always written next to a certain delivery term cited from Incoterm
2020.

Shipment:

Time is too long for needs to provide information about the L/C issuing bank, advising
bank, beneficiary, open time of L/C, expiry date of L/C, the whole procedure from
applying for L/C to the end.

Lacking crucial shipment information

the term “receiving L/C” is too vague.

There is no mention of what happens if the shipment is delayed beyond the 180 days.
Payment:

needs to provide information about the L/C issuing bank, advising bank, beneficiary,
open time of L/C, expiry date of L/C, the whole procedure from applying for L/C to the
end.

the A/S and TTR, they need more clarification.

CORRECTION:
Commodity: Luxi hot rolled carbon steel plates
Quantity: : 587 MT ± 5%
Price:
Unit price: USD $ 630.00/MT FOB Cat Lai port - Ho Chi Minh City - Incoterm®2020.
Total amount: USD $ 369 810 USD
Say: United State Dollars Three hundred sixty nine thousand and eight hundred ten only.
Shipment:
Time of shipment: 90 days after the L/C issuance date
Port of loading: San Diego Port
Port of discharge: Cat Lai Port
Partial shipment: not allowed
Transshipment: not allowed
Inspection: The seller must provide a quality certificate from an independent authorized
inspection agency. The buyer reserves the right to inspect the goods upon arrival at the Cat
Lai port and reject any goods that do not conform to the agreed specifications.
Notice of shipment:
The seller must notify the buyer at least 10 days prior to the shipment date with the following
details:
Name of the vessel.
Estimated time of departure (ETD) from the port of loading.
Estimated time of arrival (ETA) at the port of discharge (HCMC port).
Bill of Lading number and date.
Quantity of goods being shipped.
Any other relevant shipping information.
The seller must also provide pre-shipment advice including the copies of the following
documents via email or fax:
Commercial Invoice.
Packing List.
Certificate of Origin.
Quality Certificate.
Insurance Certificate (if applicable).
Bill of Lading.
Payment:
The L/C must include a Telegraphic Transfer Reimbursement (TTR) clause
By irrevocable, confirmed Letter of Credit (L/C), opened at least 30 days prior to the shipment
date, payable at sight (A/S) against the presentation of the following shipping/payment
documents:
Payment documents:
One full set of shipping documents for each shipment is required as follows:
- Signed Commercial Invoice issued by the Seller in 03 originals and 03 copies
- Packing list in 03 originals issued by the Seller indicating net, gross weight and measurement
for 01 roll of steel.
-Certificate of origin form A: Certificate of origin by the US Chamber of Commerce and Industry
in 01 original and 03 copies.