CONTRACT FOR SALE OF GOODS

No: VN-C-001 - Date: June 15, 2024

PARTIES:
Seller:
- Name: IENKEN GARMENT CO., LTD., - Legal form: Limited Liability Company.
- Country of incorpration and trade register number: 21376543, China
- Address: 301, No.9, North Luoyong Road, Guangzhou, Guangdong, China
+ Phone number: +8494 772 9829
+ Email: companyetai99@gmail.com
- Represented by: Johnny Dang - Managing Director.
Buyer:
- Name: FASHION IMPORT EXPORT CO., LTD
- Legal form: Limited Liability Company.
- Country of incorpration and trade register number: 124721568, Vietnam
- Address: 218 Linh Nam, Hoang Mai, Hanoi, Viet Nam
+ Phone number: +66627624329
+ Email: vietnamfashion88@gmail.com
- Represented by: Ms. Chinh Nguyen - General manager.
Hereinafter: “the Parties”
1. Goods
1.1 Subject to the terms agreed in this contract, the Seller shall deliver the following
good(s) (hereinafter: “the Goods”) to the Buyer:
IENKEN GARMENT CO., LTD., shall deliver: “T-shirt. ” to FASHION IMPORT EXPORT
CO., LTD.
1.2 Description of the Goods
- The product is similar to the test. The sample copy has been signed by two parties and is
attached to this contract as an inseparable part of the contract. Made in: China Layers
format: 100% cotton
Condition: Dry
Color: Black, white, light blue, pastel pink, light purple. Style: Round Neck, Short Sleeve
Method: Knitting
Year of manufacture: 2024
Classification of the product
Value (USD)
Type of size Unit
Prod uct Quan
No Color price
code tity (Pcs)
XS S M L XL 2XL 3XL (USD)

1 Black 25 41 45 30 32 17 19 209 6.25 1306.25

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2 White 30 35 27 29 42 25 20 208 6.25 1300
TS234_01
4 Blue 20 31 34 25 30 33 29 202 6.25 1262.5

Light 2040
5 19 25 32 24 27 23 241 381 6.25
Purple

Total 1000 6.25 6250

1.3 Quantity of the Goods

1.3.1 Total quantity
- Total quantity: 1000 PCs
- Total quantity in words: One thousand PCs 1.4 Inspection of the Goods
1.4.1 Inspection Facility.
- Organization responsible for inspecting quality: Ministry of Industry and Trade.
- Place of inspection: Hai Phong, Vietnam.
- Period of inspection: 09/05/2024
- Inspection costs: 1.000 USD ( Paid by the buyer)
1.4.2 Payment for the Goods delivered hereunder shall not constitute acceptance
there of. Buyer shall have the right to inspect such Goods and to reject any or all of
said Goods which are judged to be defective or not in conformance with this Order.
Goods so rejected and Goods supplied in excess of quantities called for herein may,
at the discretion of Buyer, be returned to the Seller at Seller's expense.
1.4.3 In the event Buyer receives Goods whose defects or nonconformity is not
apparent on examination resulting in deterioration of Seller's product, Buyer
reserves the right to require repair or the replacement with all costs borne by Seller.
1.5: Packaging
Shirts must be packed in accordance with the requirements: each shirt is contained in
a new plastic zip bag, clean, dry, not torn, non-toxic and without lining. The packaging must
ensure that the goods are kept intact during transportation, stored at normal temperature,
avoid humid places, avoid wet and avoid high temperatures. Each carton must be new,
sturdy, free of insects or mold, and sealed without staples unless specified by the end
consumer.
All cartons must be clearly marked with the following items: Product name and trade
mark if available, Name and address of manufacturer or packer, net weight, country of
manufacture, buyer's name or symbol, port of destination. Other symbols as agreed between
the buyer and the seller. Batch numbers or product codes must be marked on the outside of
the carton, according to the laws of the destination country.
Packaging Details: 1 piece/zip plastic bag, 50pieces/carton. A total of1000 shirts are
packed in 20 cartons.

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2. Delivery
2.1 Applicable International Chamber of Commerce (hereinafter: ICC) Incoterms -
CIF - Incoterm2020
2.2 Place of delivery;
- Hai Phong Port, Vietnam
2.3 Date or period of delivery:
- Delivery within 15 days from the date of signing the contract (24/05/2024). Slowest
delivery on 09/06/2024.
2.4 Carrier:
Depending on actual conditions.
3. Price
3.1 Price: 6.25 USD/ PCs
3.2 Amount in numbers: 6,250 USD
3.3 Amount in letters: Six thousand two hundred fifty united state dollars only
3.4 Currency: USD
4. Payment conditions
4.1 Means of payment: L/C
4.2 Details of Seller’s bank account:
- Beneficiary name: IENKEN GARMENT CO., LTD.
- Bank Name: ShengYang Bank.
- Account NO: 1601037000441919 - Swift code: SHBKRVX108 4.3 Time for payment:
Payment by irrevocable documentary credit (100% L/C)
The Parties may choose a payment arrangement among the possibilities set out
below, in which case they should specify the arrangement chosen and provide the
corresponding details:
- Payment by irrevocable documentary credit
- The Buyer must arrange for an irrevocable documentary credit in favor of the Seller to be
issued by a reputable bank, subject to the Uniform Customs and Practice for
Documentary Credits published by the International Chamber of Commerce (ICC). The
issue must be notified at least 14 days before the agreed date for delivery, or before the
beginning of the agreed delivery period specified at Article 3 “DELIVERY” of this
contract, as appropriate, unless the Parties agree otherwise as specified hereafter:
- Date on which the documentary credit must be notified to the Seller: 05/03/2024 - The
credit shall expire 14 days after the end of the period or date of delivery specified in
Article
3 “DELIVERY” of this contract
- The documentary credit does not have to be confirmed, unless the Parties agree otherwise
- All costs incurred in relation to confirmation shall be borne by the Seller, unless the
Parties agree otherwise
- The documentary credit shall be payable at sight and allow partial shipments and
transshipments, unless the Parties agree otherwise, as specified hereafter:
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 + 50% when signing a contract by L/C = 3125 USD
+ 30% on delivery by L/C = 1875 USD
+ 20% after delivery 1 month by L/C = 1250 USD
(The latest time is 10 days after receiving the whole goods, must pay in full)
- If the undersigned Supplier fails to fulfill its duties and responsibilities to the Purchaser,
the latter has the right to terminate the operation of this Contract. This is without
prejudice to the Purchaser's right to seek other applicable legal remedies provided by law.
5. Documents
5.1 The Seller shall make available to the Buyer the following documents -Commercial
invoice: 03 Originals. -Packing list: 03 Originals.
-Insurance documents: 01 original -Certificate of origin: 01 Original and 01 copy of
Certificate of Origin.
-Certificate of inspection. :01 original and 1 copy
-Customs documents.
-Other documents: Full sets (3/3) of Clean on Board Ocean Bill of Lading.
5.2 In addition, the Seller shall make available to the Buyer the documents indicated in the
ICC Incoterms the Parties have selected under Article 2 of this contract.

6. Non-performance of the
Buyer's obligation to pay the
price at the agreed time
6.1 If the Buyer fails to pay the price at the agreed time, the Seller shall assign the Buyer an
additional period of 15 days to make the payment. If Buyer fails to bid at the expiry of the
additional period, Seller may declare cancellation of this contract in accordance with Article
10 of this contract.
6.2 If Buyer fails to pay the price at the agreed time, Seller shall in no event be entitled,
without limitation any other right which Seller may have, to charge interest on unpaid
amount ( both before and after any judgment) at the rate of 10% per annum.

7. Non-performance of the
Seller's obligation to deliver
the Goods at the agreed time
7.1 If the Seller fails to deliver the Goods at the agreed time, the Buyer shall assign the
Seller an additional period of 15 days to make the delivery. If the Seller fails to deliver the
Goods upon the expiry of the additional period, the Buyer may declare the cancellation of
this contract in accordance with Article 10 of this contract.
7.2 If Seller delays in delivering any of the Goods as provided for in this contract, Buyer is
entitled to claim damages equal to 0.8% of the price of such Goods per day delay from the
agreed delivery date or the last day of the agreed delivery period, as specified in Article 2 of
this contract, provided that the Buyer notifies the Seller of the delay.
Where the Buyer notifies the Seller within 7 days of the agreed delivery date or the last day
of the agreed delivery period, the damage shall be calculated from the agreed delivery date
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or from the last date of the agreed delivery period. Where Buyer informs Seller more than. 7
days after the agreed delivery date or the last day of the agreed delivery period, damages
will take effect from the date of notification. Liquidation damages for delay shall not exceed
10% of the deferred item price. Damages for delay do not preclude cancellation of this
contract under Article 10.
8. Lack of conformity
8.1 The Buyer shall examine the Goods or request an inspection of the Goods within the
shortest possible time under the circumstances. Buyer shall notify Seller of any
nonconformity in the Goods, stating the nature of the nonconformity, within 30 days after
Buyer discovered or ought to have discovered the defect. not suitable. In any event, Buyer
loses the right to rely on nonconformity if it fails to notify Seller within 3 months

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from the date on which the Goods are actually handed over to the buyer.
8.2 Where the Buyer has given due notice of non-conformity to the Seller, the Buyer may
at his option
8.2.1 Require the Seller to deliver any missing quantity of the Goods, without any
additional expense to the Buyer;
8.2.2 Require the Seller to replace the Goods with conforming goods, without any
additional expense to the Buyer;
8.2.3 Require the Seller to repair the Goods, without any additional expense to the Buyer;
8.2.4 Reduce the price in the same proportion as the value that the Goods actually
delivered had at the time of the delivery bears to the value that conforming goods would
have had at that time. The Buyer may not reduce the price if the Seller replaces the Goods
with conforming goods or repairs the Goods in accordance with paragraph 8.2.2 and
8.2.3 of this Article or if the Buyer refuses to accept such performance by the Seller;
8.2.5 Declare this contract avoided in accordance with Article 10 of this contract
9. Transfer of property
The Seller must deliver to the Buyer the Goods specified in Article 1 of this contract free
from any right or claim of a third person.
“Retention of title. The Seller must deliver to the Buyer the Goods specified in Article 1
of this contract free from any right or claim of a third person. The property in the Goods
shall not pass to the Buyer until the Seller has received payment in full of the price of the
Goods. Until property in the Goods passes to the Buyer, the Buyer shall keep the Goods
separate from those of the Buyer and third parties and properly stored, protected and
insured and identified as the Seller’s property”.
10. Avoidance* of contract
10.1 There is a breach of contract when a party fails to perform any of its obligations
under this contract, including omission, partial or late performance.
10.2 There is a fundamental breach of contract where:
10.2.1 Strict compliance with unfulfilled obligations is essential under this contract; or
10.2.2 Failure to perform substantially deprives the aggrieved party of what it is
reasonably entitled to expect under this contract.
The Parties also agree that the following shall be considered a fundamental breach of
contract: late payment, late delivery, nonconformity.
10.3 In a case of a breach of contract according to paragraph 10.1 of this Article, the
aggrieved party shall, by notice to the other party, fix an additional period of 15 days for
performance. During the additional period of time the aggrieved party may withhold
performance of its own reciprocal obligations and may claim damages but may not
declare this contract avoided. If the other party fails to perform its obligation within the
additional period of time, the aggrieved party may declare this contract avoided 10.4 In
case of a fundamental breach of contract according to paragraph 10.2 of this Article, the
aggrieved party may declare this contract avoided without fixing an additional period of
time for performance to the other party.
10.5 A declaration of avoidance of this contract is effective only if made by notice to the
other party
11. Force majeure - excuse
for non-performance
11.1 “Force Majeure Event” means war, emergency, accident, fire, earthquake, flood,
storm, industrial strike or other impediment that the affected party can demonstrate to be
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beyond its control and cannot reasonably be expected to take into account the impediment
at the time of entering into this contract or to avoid or remedy it or its consequences.
11.2 A party affected by a force majeure event shall not be deemed to be in breach of this
contract, or otherwise liable to the other party, for any delay in performance. or failure to
perform any of its obligations under this contract to the extent that the delay or
nonperformance is due to any force majeure event which it has notified to the other party
under Article 11.3. The period for the performance of such obligation shall be extended
accordingly, in accordance with Article 11.4.
11.3 If any force majeure event occurs to either party which affects or is likely to affect
the performance of any of its obligations under this contract, that party must notify the
other party within a reasonable time of the nature and extent of the circumstances. and
their effect on its performance.
11.4 If performance by either party of any of its obligations under this contract is impeded
or delayed by force majeure for a continuous period exceeding 3 months, the Parties shall
negotiate in good faith and use best efforts to agree to such modifications to this contract
or alternative arrangements that may be fair and reasonable in order to reduce its effect,
but if they do not agree to such amendments or agreements within a period of 30 days, the
other party has the right to terminate this contract by giving written notice to the Party
affected by the force majeure event.
12. Entire agreement
12.1 This contract sets out the entire agreement between the Parties. Neither party has
entered into this contract in reliance upon any representation, warranty or undertaking of
the other party that is not expressly set out or referred to in this contract. This Article shall
not exclude any liability for fraudulent misrepresentation.
12.2 This contract may not be varied except by an agreement of the Parties in writing
(which may include e-mail)
13. Notices
13.1 Any notice under this contract must be in writing (which may include e-mail) and
may be served by leaving it or delivered to the other party's address as set forth in Clause
13.2 below. here, in a way that ensures notification is received. Notice can be proven.
13.2 For the purposes of Article 13.1, the details of the notification are as follows, unless
other details have been duly notified under this Article:
- If there is a change in the contract, it must be made in writing (may include e-mail) sent
to the other party's address. - The other party must receive the notice and agree to this
change to be valid.
14. Dispute resolution
procedure
Any dispute, controversy or claim arising out of or in connection with this Agreement,
including its conclusion, interpretation, performance, breach, termination or invalidity,
shall be finally settled in accordance with the terms and conditions of this Agreement.
rules of the United Nations Commission On International Trade Law (UNCITRAL) by
VIAC Vietnam. The place of arbitration shall be Ha Noi, Viet Nam. The language of the
referee will be English.
15. Applicable law and
guiding principles
15.1 Questions relating to this contract not resolved under the terms contained in the

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contract itself shall be upheld under the United Nations Convention on Contracts for the
International Sale of Goods Convention for the Sale of Goods (Vienna 1980, hereinafter

referred to as CISG).
Matters not covered by the CISG shall be governed by the UNIDROIT Principles on
International Commercial Contracts (hereinafter referred to as the UNIDROIT
Principles), and to the extent such matters are not subject to of this Article. govern the
UNIDROIT Principles, by reference to the applicable country of law Vietnam.
15.2 This contract shall be performed in a spirit of good faith and fair dealing.

DATE AND SIGNATURE OF THE PARTIES

Seller Buyer

24/05/2024 24/05/2024

Johnny Dang Chinh Nguyen

Signature Signature Signature Signature

Johnny Chinh

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