RICE EXPORT CONTRACT

(No: 00056738437/HDXK)

This contract confirms the purchase and sale of rice in Vietnam.

PARTIES:
Seller :
BINH TAY FOOD & AGRO MATERIALS CO., LTD
Address: 1610 Vo Van Kiet Street, District 6, Ho Chi Minh City, Vietnam
Phone: (028) 3770 0940
Email: info@binhtayfood.com
Tax Code: 0300611539
Represented by: Mr. Nguyen Van Long, Carina Apartment, District 16, Ho Chi
Minh City.
Buyer :
SHENZHEN CITY CHUNGUYUAN MOLIXIANG TRADING CO. LTD
Address: No. 106, Western Goods Square, Tianxin, Baogang Road, Louho District,
Shenzhen, China
Contact Number: 8675525467864
Represented by: Mr. Jang Ying Quan, B5-703 Nanjing Community, Minzhi Street,
Shenzhen, China.
Hereafter referred to as “Parties.”
The two parties agree to purchase and sell goods under the following
conditions:

1. Goods: Vietnamese White Rice, Long Grain, 10% Broken

1.1. Based on the terms agreed in this contract, the Seller shall deliver the goods to
the Buyer.

1.2. Long grain white rice, 10% broken, of Vietnamese origin

- Moisture: Not exceeding 13%

- Impurities: Not exceeding 0.2%

- Young grains: Not exceeding 1%

1.3. Quantity: 500 tons, with a 5% margin based on the Buyer’s selection.

1.4. Packaging: Packed in new 50kg bags.

2. Delivery.

2.1. Under Incoterms CIF Ho Chi Minh City

2.2. Delivery address: 1610 Vo Van Kiet Street, District 6, Ho Chi Minh City,
Vietnam

2.3. Delivery date: 20/02/2023

3. Price.
3.1. Total Price: $2,000,000
3.2. Currency: USD

4. Payment Terms.

Payment shall be made by an irrevocable sight letter of credit.

The Buyer shall open an irrevocable sight letter of credit at Vietcombank, and
payment will be made upon presentation of the following transferable
documents:

• Full set of commercial invoices

• Full set of clean onboard bills of lading

• Weight certificate

• Certificate of origin

• Fumigation certificate

• Phytosanitary certificate

• Packing list
 • Insurance certificate

• Customs documents

5. In Case the Buyer Fails to Fulfill the Payment Obligation on the Agreed
Date.

5.1. If the Buyer does not make the payment on the agreed date, the Seller will grant
an additional 10 days for the Buyer to fulfill the payment obligation. If the Buyer
still fails to make the payment within the extended time, the Seller may declare
the contract canceled according to the terms of this contract.

5.2. If the Buyer fails to make the payment on the agreed date under any
circumstances, the Seller has the right, without limiting any other rights of the
Seller, to charge interest on the unpaid amount (both before and after any dispute
resolution) at an annual rate of 7% on the total order value.

5.3. In Case the Seller Fails to Fulfill the Delivery Obligation on the Agreed Date

5.4. If the Seller does not deliver the goods on the agreed date, the Buyer will grant
an additional 15 days for the Seller to fulfill the delivery obligation. If the Seller
still fails to deliver the goods within the extended period, the Buyer may declare
the contract canceled according to the terms of this contract. If the Seller delays
delivery as stipulated in the contract, the Buyer is entitled to a penalty equivalent
to 1% of the goods’ value for each day of delay, counted from the agreed
delivery date or the last day of the agreed delivery period specified in this
contract, provided that the Buyer informs the Seller of this delay.
6. Non-Conformity.
6.1. The Buyer must inspect the Goods and notify the Seller of any non-conformity
of the Goods, specifying the nature of the non-conformity, within 7 days after the
Buyer discovers or should have discovered the non-conformity. In any case, the
Buyer will lose the right arising from the non-conformity of the Goods if the Buyer
does not notify the Seller within one year from the actual date the Goods were
delivered to the Buyer.
6.2. If the Buyer has provided reasonable notice to the Seller of the non-conformity
of the Goods, the Buyer may choose to:
6.2.1. Require the Seller to deliver the missing Goods at no additional cost to the
Buyer;
6.2.2. Require the Seller to replace the non-conforming Goods with conforming
Goods at no additional cost to the Buyer;
6.2.3. Require the Seller to repair the Goods at no additional cost to the Buyer;
6.2.4. Declare the contract canceled according to the terms of this contract. In any
case, the Buyer has the right to claim damages.

7. Transfer of Ownership.

The Seller must transfer the Goods specified in Clause 1 of this contract to the
Buyer without reservation.
Contract Termination
7.1. The contract is considered breached if either party fails to perform its
obligations under this contract, including defective delivery, partial performance, or
delay in performance.
7.2. A fundamental breach of contract occurs if:
7.2.1. Strict compliance with the contract obligations (which have not been
performed) is essential to the contract; or
7.2.2. The non-performance substantially deprives the aggrieved party of what it
reasonably expected to obtain from this contract.
7.3. In the event of a breach of contract under this clause, the aggrieved party, by
notifying the other party, will extend the performance period of the contract
(specifying the time). During the extended period, the aggrieved party may suspend
the corresponding performance of its obligations and claim damages but may not
declare the contract canceled. If the other party fails to perform its obligations
within the extended period, the aggrieved party may declare the contract canceled.
7.4. In the event of a fundamental breach of contract, the aggrieved party may
declare the contract canceled without extending the performance period for the other
party.
7.5. The declaration of contract cancellation is only effective if this declaration is
notified to the other party.
8. Force Majeure - Exemption from Liability for Breach of Contract.
8.1. A “Force Majeure Event” includes war, emergencies, accidents, fires,
earthquakes, floods, storms, strikes, or any other obstacles that the affected party
can demonstrate are beyond its control and could not have been foreseen at the time
of signing the contract, or that could not have been reasonably avoided or overcome.
8.2. A party affected by a force majeure event will not be considered in breach of
this contract nor held liable to the other party for any delay or failure to perform any
obligations under this contract, provided that the delay or non-performance is due to
the force majeure event and has been notified to the other party.
8.3. If a force majeure event occurs that affects or is likely to affect the performance
of any obligations under the contract, the affected party must notify the other party
within a reasonable time about the nature of the event and its impact on the party’s
ability to fulfill its obligations.
8.4. If the performance of any obligation under this contract by either party is
delayed or hindered by a force majeure event for a continuous period exceeding 3
months, the other party has the right to terminate the contract by providing written
notice to the party affected by the force majeure event.
9. Contract Integrity.
9.1. This contract represents the entire agreement between the parties. Neither party
enters into this contract based on any representation, warranty, or commitment from
the other party that is not expressly stated or referred to in this contract. This clause
does not exclude any legal liability for fraudulent misrepresentation.
9.2. This contract may not be amended except by written agreement (including by
email) between the parties.
 10. Notices
10.1. Any notice under this contract must be in writing (including email) and may
be delivered or sent to the other party’s address in a manner that proves the notice
has been received.
11. Dispute Resolution Procedure.
11.1. If a dispute arises from this contract, the parties shall attempt to resolve it in a
spirit of conciliation. The parties should consider appointing an intermediary to
assist in resolving the dispute. Neither party may commence court or arbitration
proceedings unless they have given the other party at least 30 days’ prior written
notice.
11.2. Any dispute, controversy, or claim arising out of or related to the contract
(including its formation, interpretation, performance, breach, termination, or
invalidity) shall be finally resolved according to the procedural rules of the Vietnam
International Arbitration Centre by an Arbitral Tribunal consisting of 3 arbitrators
appointed in accordance with the aforementioned procedural rules.
12. Governing Law and Guiding Principles.
12.1. Matters related to this contract that cannot be resolved by the provisions
within this contract shall be governed by the United Nations Convention on
Contracts for the International Sale of Goods (Vienna Sales Convention 1980,
hereinafter referred to as CISG). Issues not covered by the CISG shall be governed
by the UNIDROIT Principles of International Commercial Contracts (hereinafter
referred to as the UNIDROIT Principles), and if such matters are not addressed in
the UNIDROIT Principles, Vietnamese national law may apply.
12.2. This contract is executed in the spirit of goodwill and fairness.
FOR THE SELLER FOR THE BUYER