BISMILLAHIR RAHMANIR RAHIM

(In the name of All-Mighty Allah, The Beneficent, The Merciful)

Sale of Goods Agreement

This Sale of Goods Agreement (“Agreement”) is made this 23rd day of January, 2025, (“Effective Date”) by and
between Pixel Hive, with an address of Level 3, Bashundhara Shopping Complex, Dhaka,(“Seller’s Address”) as
represented by its Sales Manager, Fariha Afsana and hereinafter referred to as the “SELLER” (which expression shall
unless excluded by or repugnant to the context, mean and include his heirs, its successors, nominees, legal representatives,
administrators and assigns)

AND

Jannatul Maua Pinky, with an address of Block B, Mirpur DOHS, Dhaka (“Buyer’s Address”) and Hereinafter referred
to as “Buyer” (which expression shall unless excluded by or repugnant to the context, mean and include his heirs, its
successors, nominees, legal representatives, administrators and assigns)

Recitals:
WHEREAS, Seller is in the business of selling mobile accessories, desktop, laptop, tablet, phone, camera, electronic
gadgets;

AND

WHEREAS, Buyer wishes to purchase two Mobile phones; Samsung Galaxy Z Flip 5(8/256GB) and iPhone 15 pro max
256GB.

AND

WHEREAS, the Seller and Buyer agree that the sale of goods shall be governed by the applicable laws of Bangladesh,
(“Act”) including the condition that the goods must correspond with their description and, where applicable, any provided
sample;
 AND

WHEREAS, the term "Agreement" as used herein refers to this Deed of sale agreement, including all its terms, conditions
and any amendments or modifications mutually agreed upon in writing by the parties;

AND

WHEREAS, the parties intend for this Agreement to be governed by and construed in accordance with the Act and for
disputes to be resolved exclusively in the courts of Bangladesh.

THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Description of Goods
1.1 The Seller agrees to sell and the Buyer agrees to purchase the following goods as per the details specified below:

a. One (1) smart phone of the brand: Samsung, model: Galaxy Z Flip 5(8/256GB), with the following description:
Display: 6.7" Foldable Dynamic AMOLED 2X 120Hz Display, Processor: Qualcomm SM8550-AC Snapdragon 8
Gen 2 (4nm), Camera: Dual 12+12MP Rear, 10MP Front, Features: IPX8, Side-Mounted Fingerprint, 25W Fast
Charging.

b. One (1) smart phone of the brand: Apple , model: iPhone 15 pro max 256GB, with the following description:
Display: 6.7" Super Retina XDR Always-On display, Processor: A17 Pro chip, Storage: 256GB, Camera: 48MP +
12MP + 12MP Rear, 12MP Front, Features: Dynamic Island, Face ID, eSIM Support, USB Type-C 3.0, Display
Port.

1.2 Conformity to Description

The Seller represents and warrants that the goods described in this agreement shall correspond strictly with the description
provided above.

1.4 Inspection and Acceptance

The Buyer shall inspect the goods upon delivery and notify the Seller promptly if the goods fail to correspond with the
description as per the terms of this agreement.

1.5 Entire Agreement

The descriptions provided in this clause constitute an integral condition of the sale, and any deviation from such
descriptions shall entitle the Buyer to reject the goods and seek remedies under .

2. Delivery
1. The Seller shall deliver two mobile phones to the Buyer at the Buyer’s Address on or before 27 th January, unless otherwise mutually
agreed in writing.

2. The delivery shall be made in accordance with the provisions of the Act, ensuring the goods are in a deliverable state.

3. All expenses incidental to making the mobile phones deliverable shall be borne by the Seller unless otherwise agreed upon by the
parties.
4. Risk in the goods shall transfer to the Buyer upon delivery unless there is a delay in delivery caused by the Seller’s fault, in which
case the Seller shall bear the risk until delivery is complete.

5. The Buyer shall have the right to examine the mobile phones upon delivery to confirm their compliance with the terms of the
contract.

3. Purchase Price and Payments.

3.1. The Buyer agrees to purchase, and the Seller agrees to sell, two mobile phones as specified in this agreement.

3.2. The Seller confirms ownership and guarantees that the mobile phones are free from any encumbrance or claim by
third parties.

3.3. The mobile phones shall conform to the description and specifications provided by the Seller and meet the agreed
quality standards.

3.4 The total purchase price for the two mobile phones shall be BDT 3, 70,499, (“purchase price”) inclusive/exclusive of
applicable taxes, as agreed by both parties.

3.5. All invoices must be paid, in full, within 15(Fifteen) days from the date of delivery.

3.6. The Buyer shall make payment via cash.

3.7. In case of non-payment, the Seller reserves the right to withhold delivery, retain possession, or exercise a lien on the
mobile phones until payment is made in full.

3.8. Any balances not paid within 15(Fifteen) days will be subject to two percent (6%) late payment penalty for every day
of delay.

4. Advance Payment
4.1 The Buyer shall pay an advance of BDT 1, 00,000 ("Advance Payment") to the Seller upon signing this Agreement.

4.2. The Advance Payment shall be credited toward the total purchase price of the goods. The remaining balance of BDT
2, 70,499 is payable upon delivery of the goods.

4.3. The Advance Payment is non-refundable, it will not be returned except in cases of Seller’s breach or failure to
deliver the goods as agreed.

4.4 The Seller shall issue a receipt confirming the Advance Payment.

4.5 If the Buyer fails to make the Advance Payment, the Seller may terminate this Agreement.
5. Inspection of Goods and Rejection
5.1. The Buyer shall have the right to inspect the mobile phones upon delivery to verify their conformity with the terms of
this agreement

5.2. The Seller shall provide the Buyer a reasonable opportunity to examine the goods to ensure they meet the agreed
specifications and quality standards.

5.3. The inspection shall take place at the Buyer’s Address and must be completed within 2(two) calendar days days of
delivery.

5.4. The Buyer may reject the mobile phones if they fail to conform to the agreed specifications, description, or quality
standards under this agreement.

5.5. To reject the goods, the Buyer must notify the Seller in writing, detailing the reasons for rejection, within 2(Two)
calendar days days of the inspection.

5.6. Upon rejection, the Buyer must inform the Seller of their rejection and make the goods available for collection.

5.7. If the Buyer fails to notify the Seller of rejection within the specified period, the goods shall be deemed accepted.

6. Risk of Loss
6.1. The risk of loss or damage to the mobile phones remains with the Seller until the property in the goods is
transferred to the Buyer. Once the property in the goods passes to the Buyer, the risk shall transfer to the Buyer,
even if delivery has not yet occurred.

6.2. If delivery of the mobile phones is delayed due to the fault of either the Seller or the Buyer, the party at
fault shall bear the risk of any loss or damage arising from the delay.

6.3. The Buyer’s right to inspect the goods (as outlined in the Inspection Clause) does not delay the transfer of
risk once the goods are delivered to the Buyer.

6.4. Neither party shall bear the risk of loss due to events beyond their control, such as natural disasters,
provided such events prevent the performance of their obligations under this agreement.

7. Delay or Failure to Perform

7.1. If the buyer and seller fails to perform their obligations under this agreement within the stipulated time, and the delay
is due to any of their fault, they shall bear the consequences of such delay, including any risk of loss arising during the
period of delay.
7.2. In the case of delivery delays caused by the Seller, the Buyer may choose to treat the contract as repudiated and
recover damages for non-delivery.

7.3. In the case of failure of payment caused by the Buyer, the Seller may withhold delivery, exercise their right to resell
the goods to mitigate losses.

7.4. The Seller will not be liable to the Buyer for any delay, non-delivery or default of this Agreement due to labor
disputes, transportation shortage, fires, accidents, Acts of God, or any other causes outside of the Seller’s control. The
seller shall notify the other party immediately and may seek an extension of time to perform their obligations.

8. Title.
Until the buyer accepts delivery, the seller will retain title to the items.

9. Termination
If either party repudiates this Sale Agreement before the delivery date of the two smart phones, the other party may, at
their discretion:

9.1. Treat the Agreement as continuing and wait for the delivery date, or

9.2. Treat the Agreement as rescinded and claim damages for the breach.

10. Warranties
The Seller warrants that the two smart phones sold under this Agreement shall correspond with their description and be
free from defects affecting their intended use. If any condition of this Agreement is breached by the Seller, the Buyer may
waive the condition, treat the breach as a warranty, and claim damages without rejecting the goods or repudiating the
Agreement.

11. Buyer’s and Seller’s Liability

11.1. Neither the Seller nor the Buyer shall be liable for indirect, incidental, consequential, or punitive damages, including
but not limited to loss of profits, business, or anticipated savings, arising out of or in connection with this Agreement,
except as explicitly provided under the Act.

11.2. The limitations outlined in this Agreement shall not apply in cases of fraud, willful misconduct, or gross negligence
by either party.

11.3. The Seller’s liability for breach of this Agreement, including defects in the smartphones or delays in delivery, shall
be limited to:
a. Replacement of defective goods;
c. Refund of the purchase price for defective or undelivered good.
11.4. The Buyer’s liability for breach of payment obligations shall be limited to the agreed purchase price and any
reasonable costs incurred by the Seller in recovering such payments.

12. Severability
12.1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable under the Act such provision shall
be modified to the extent necessary to make it enforceable. If modification is not possible, the provision shall be severed
from the Agreement.

12.2. Any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full
force and effect.

13. Remedies and Legal Fees

13.1 If the Seller wrongfully neglects or refuses to deliver the goods as per the terms of this agreement, the Buyer may
claim damages for non-delivery.

13.2. If the Buyer wrongfully neglects or refuses to pay the price of the goods as agreed, the Seller may sue for the price
of the goods, provided the property in the goods has passed to the Buyer.

13.3. The Seller, as an unpaid seller, may resell the goods in case of non-payment by the Buyer, provided proper notice is
given.

13.4. The purchase price of the specific items for which losses or damages are claimed, plus any shipping expenses paid
by the buyer, will be the buyer's only recourse in the case of a dispute for any and all losses or damages due to defective
goods or from any other source.

13.5. Either party may terminate the agreement if the other party fundamentally breaches its obligations.

13.6. In the event such dispute results in legal action, the successful Party will be entitled to its legal fees, including, but
not limited to its legal representatives’ fees. The venue for action shall be filed within the courts in Dhaka City.
IN WITNESS WHEREOF, the parties hereunto set their hands on the Effective Date at DHAKA CITY. Signed in the
presence of:

SIGNATURE, NAME AND DESCRIPTION OF WITNESSES:

1. Name:
Address-
NID No-
Mobile No- (Md. Rabbi Sikder)
SIGNATURE OF FIRST PARTY

2.Name:
Address-
NID No-
Mobile No- (Md Jalilur Rahaman)
SIGNATURE OF SECOND PARTY