«IMPORT PURCHASE»

CONTRACT
«IMPORT PURCHASE»
CONTRACT

SNL n° ……/2024
BETWEEN THE UNDERSIGNED :

The Leasing National Company , Joint Stock Company with the capital of
6.500.000.000, located at 1st November Avenue,Zéralda -Algeria, which entered
in the register of commerce under the number 10B1003928-16/00 and is
represented by Mr. AZZI NOURREDINE dated 16/09/2021 acting as General
Manager endowed with all prerogatives pertaining to the present contract.

Hereafter referred to as the “PURCHASER”,

AND

SHANDONG MAKERONLY DIGITAL TECHNOLOGY CO., LTD located at ROOM 2301-01

BUILDING 5, AREA 3, HANYU GOLDEN VALLEY, NEW HI-TECH ZONE,JINAN CITY
SHANDONG PROVINCE -CHINE which entered in the register of commence under the
number 91370102672266557U activating in the domain of Import and export
business and is represented by Emily Wang acting as representative having all the
powers for the purposes of this contract.

Hereafter referred to as “Supplier “

And

SARL PIOD located at BUREAU 03 1er ETAGE BATIMENT A RUE MILINIUM CITE

KHEMISTI POS 22-3 RESIDENCE LES BELLES DE JOUR LOT N°91 COMMUNE

D’ORAN-ALGERIE entered in the register of commerce under the number

01B0105150 activating in the domain of Construction and is represented by

BENAROUSSA OMAR acting as Manager having all the powers for the purposes of

this contract,

Hereafter referred to as “Lessee “

It has been agreed as follows.:

SNL

2
ARTICLE 1 : PURPOSE OF THE CONTRACT

The purpose of this supply importation contract is to define the conditions by which
the "Supplier" undertakes to deliver to the "Purchaser" the equipment ordered by
the “Lessee”, within a leasing operation.

ARTICLE 2 : LEGAL AND REGULATORY FRAMEWORK

During the execution of this contract, the "Supplier" is submitted to all legal and
statutory procedures in force in Algeria and applicable to foreign trade operations.

The following documents constitute integral part from the present contract:

 Quantitative and estimated quota Proforma invoice (Appendix I).

 Technical description of the materials (Appendix II).
 Supplementary Free of Charge tools and parts. (Appendix III).
 Warranty terms and conditions (AppendixIV).

ARTICLE 3 : Lessee

The present contract is drawn up within a leasing contract in favor of SARL PIOD, located
at BUREAU 03 1er ETAGE BATIMENT A RUE MILINIUM CITE KHEMISTI POS 22-3
RESIDENCE LES BELLES DE JOUR LOT N°91 COMMUNE D’ORAN-ALGERIE
The name of "Lessee" must appear on the commercial invoice.

ARTICLE 4 : Equipment

The present contract is related to the provision of:

 Deux (02) SHACMAN F2000 20m3 Water Tranker Truck

SX5255GYSJM434 ;
 Six (06) SHACMAN F2000 6X4 DUMP TRUCK
 Deux (02) XCMG ZL50GN Wheel Loader
 Deux (02) XCMG XS143 Road Roller (Hydraulique Type)
 Deux (02) SANY SPR200C-8Tyre Roller (Hydraulique Type)
 Deux (02) XCMG MOTOR GRADER GR215
 Un (01) XCMG TY230 Bulldozer 230hp

The technical characteristics of the material must be scrupulously conformed to the
technical description of the hardware chosen by the lessee and attached in the
Appendix II.

ARTICLE 5 : PRICE OF THE MATERIALS

SNL

3
The "Supplier" is committed to offer the best possible conditions in terms of price. To this
effect, the price established after negotiations between the «Supplier» and the "lessee" is
of ONE HUNDRED FOURTEEN THOUSAND Dollars (114 000.00$) for the whole order.
The pro-forma invoice is attached in Appendix I. The prices are CFR ALGERIAN Port, fixed
and non-revisable.

ARTICLE 6 : CONDITIONS OF PAYMENT

The payment of the materials that are the subject of this provision contract shall be
carried out by an irrevocable and confirmed letter of Credit; it will be paid as follows:
 100% of the amount of the present contract at sight against a presenta-
tion of shipping documents.

ARTICLE 7: ADMINISTRATIVE DOCUMENTS

The following documents shall be submitted to the “PURCHASER” by the

“Supplier”:

 By banking channels, the following documents:

 The commercial invoice in Four (04) original copies which Two (02)
authenticated by the Chamber of Commerce;
 Maritime Bill of lading 3/3 Originals full set and 3/3 non-negotiable
copies in the order of the purchaser Bank, RECEIVING APPLICANT and
mentioning the freight paid with the following number (NIF :
001016100392812);
 Packing List in three (03) originals copies;
 Certificate of origin issued by the chamber of commerce of the original
country (01 original and 01 copy);
 Certificate of conformity of the manufacturer in three (03) original for each
equipment;
 Descriptive notice in two (02) originals for each equipment.
 Copy EXA or equivalent.

Send by e-mail to the SNL spa copies of the documents for verification
and validation; these validated documents will be sent to the bank:
 Maritime Bill of lading 1/3 non-negotiable copies in the order of the pur-
chaser Bank, RECEIVING APPLICANT and mentioning freight paid with
number ( NIF : 001 016 100 392 812 );
 Certificate of conformity in three (03) exemplary (02 originals and (01
copy);
 Certificate of origin issued by the chamber of commerce of the original
country (01 copy) ;
 The original of the commercial invoice in three (03) originals copy
which One (01) authenticated by the Chamber of Commerce;
SNL

4
  Packing list in (01) original copy;
 Une copie de « EXA » or equivalent.
 Descriptive notice in two (02) originals copies -for each equipment.

Documents sent by bank channel must be sent by e-mail to the " Purchaser " with
hidden mention copy to the original

The "Purchaser" reserves the right to require any other document in addition to
those listed above required in accordance with the laws, regulations or any provisions
in force.

ARTICLE 8 : DELIVERY

8.1-Technical documents:

The "SUPPLIER" shall deliver, at the same time as for each Truck, one (01) user and
maintenance manual, a documentation, in three (03) copies, written in English and
composed of user, maintenance, repair and spare parts manuals (microfiches and/or
catalogs and CDs) as well as all electrical, electronic and hydraulic diagrams.

In addition, the supplier is required to deliver at the same time and for each piece of
equipment a set of specific on-board tools necessary for the proper functioning of the
trucks including one (01) jack, one (01) crank and one (01) spare wheel.

8.2 – Delivery period:

The delivery of the equipment by the "Supplier» shall be carried out according to the
agreed deadlines between the «Supplier» and the "Lessee" and in consultation with
the "Purchaser". The materials that is the subject of this contract shall be delivered
no later than 60 days from receiving the SWIFT / the L/C.

8.4 – Port of loading: Any port of China

8.5- Place of discharge: Destination port: Algeria Djendjen port
8.6- Transshipment/ Transit Moroccan port: Not allowed
-Transshipments/ transit port other countries: Allowed with B/L DIRECT
8.7- Partial shipment: Not Allowed

8.8-Transferable letter of credit: Not allowed

8.9- Origin of goods: China

ARTICLE 09: FREIGHT

The “Supplier" undertakes to pay the cost and expenses of the transport during the
shipment of the goods to the port of destination but before being discharged from the
vessel.

The “Supplier" undertakes to deliver the equipment’s, object of the present contract,
to the official agent or the representative of the carrier chosen.

SNL

5
The “Purchaser” shall cover the goods by a transport insurance invoiced as
disbursement bill to the “Lessee” who will pay it. In this case, he remains the only
responsible for all damages due to transportation.

The “Supplier” undertakes to communicate by fax or mail to the "Purchaser" at

least 72 hours before the ship's departure the following information:

* Name of vessel and transport

* Port of loading and date of departure
* Port of landing and arrival
* Nature of supplies and amount of the invoice
* Package Type
If the “Supplier” does not communicate to the "Purchaser" the information
mentioned above, he remains solely responsible for any damage during the transport.

ARTICLE 10: ACCEPTANCE

10.1 – Provisional acceptance:

Within the implementation of this contract, the purchaser assigns to the “ lessee”
installing responsibility. At the end of setting and starting up operations, a joint
temporary acceptance statement is drawn up between the “Supplier” representative
the “Purchaser” and the “lessee” in four (04) original copy.
The equipment’s compliance is achieved in Algeria on the “lessee” site. However, the
“lessee” reserves the right to perform equipment prior-acceptance nearby the
“supplier”. Compliance assessment and / or prior acceptance are subject to a
statement drawn up upon due presence of both parties.

The stated faults and acceptance reservations must be mentioned in the statement.

10.2 – Compliance Report:

The "Purchaser" has the right to reject the equipment without any price or delivery
modification, if they are incomplete, flawed or non-compliant with specifications as
defined in appendix of the present contract.
In case of noncompliance, the "supplier» is bound to insure immediately, the return
transportation and the transportation insurance of non-compliant equipments.
Consequently, the "Supplier" shall have a maximum period of one (01) month,
starting from the non-compliance statement date, in order to deliver lacking
equipments and/or to replace at his expense those declared non-compliant.

10.3 – Final acceptance:

The final acceptance statement is drawn up by the “Supplier”, the “Lessee” and the
“Purchaser” in four (04) original copy, once the period of contractual technical
warranty is expired., fixed at …………..

SNL

6
ARTICLE 11:

11.1 – Warranty Topic:

“Supplier" insures equipments as per its standard warranty conditions,
Appendix IV, the parts and elements that compose them against any operational
default or hidden defects or manufacture defects,.
11.2 –Warranty Duration:

The duration of the guarantee is fixed at ……………. from the date of signature of the
provisional acceptance report .

11.3 - Warranty conditions:

This warranty must cover the costs of repair parts and labor as described in
Warranty terms and condition (Appendix IV).

The "Supplier" warrants to the "Purchaser" that the equipment supplied would be
new and of recent manufacture in accordance with the specifications referred to in the
appendixes and with the terms and conditions stated in this contract.

Interventions under the contract for the provision shall be made by the authorized
agents or technicians of the «Supplier » either in their workshops or on-site. The
«Supplier » undertakes to repair the faulty hardware at the latest thirty (30)
days after the request is made by the "Lessee". Thus, the warranty includes
delivery and transportation of all parts or elements on the «Supplier »account.

11.4 – Transfer of the warranty:

The "Supplier" consents to transfer to the «Lessee», in the same conditions, the
warranty granted to the "Purchaser".
ARTICLE 12: DOCUMENTATION AND INSTRUCTIONS FOR USE
The "Supplier" shall submit to the «Lessee» the entire technical documentations of
the equipment acquired and train the «Lessee» on instructions for proper use.

ARTICLE 13: MAINTENANCE OR SERVICE AFTER SALE:

The "Supplier” undertakes to provide technical assistance at the request of the

"Lessee" under a maintenance contract covering the whole leasing contract duration.

SNL

7
« Supplier » has also to warrant the "Lessee" the availability of spare parts related to
equipment acquired for a period of ten (10) years.

ARTICLE 14: ACCOMPANYING MEASURES

The “Supplier” undertakes the following free of charge:
 The parts and tools will be supplied by SELLER free of charge for an
amount of ………………$ which specified in APENDIX III.
 To support the training of maintenance personnel and manipulation on
the customer site for a period of 8 days, which period can be renewed
upon the simple request of the client.
 Assure development sessions for two persons at the level of its manufac-
turing plants on a probationary period of one week; the purpose of these
theoretical and hands-on sessions is to allow a perfect mastery of the
techniques, methods of maintenance and repairs of the equipment.

ARTICLE 15: DELAY PENALTIES

15.1 – For the “Supplier”:

Except in cases of force majeure, and if the "Supplier" fails to deliver the materials in
the agreed deadlines, the "Purchaser" may then require the payment of penalties for
delay, which cannot exceed 5% of the order.
The calculation of the penalties shall be made on the basis of an annual banking
interest rate in force increased by 02 points multiplied with the number of days of
delay in delivery.
However, a grace period of seven (07) working days, starting from the date of
scheduled delivery shall be granted to the "Supplier" in order to implement all his
commitments. During this period, he is exempted from delay.

15.2 – For the ‘PURCHASER”:

In the case that the "PURCHASER" does not meet the deadlines for payment in
accordance with the conditions mentioned in article 6, the count of penalties will be
based on an annual bank interest rate in force increased by 02 points multiplied with
the number of day of delay of payment.
However, a grace period of seven (07) working days from the date of scheduled
delivery shall be granted to the "PURCHASER" to fulfill all his obligations. During that
period, he shall be free from any of penalties for delay, which cannot exceed 5% of
the order.
15.3 – For the “LESSEE”:

In the case that the "LESSEE" does not meet the deadlines, it will apply to it the same
penalties as the "PURCHASER". in accordance with the conditions mentioned in article
SNL

8
6, the count of penalties will be based on an annual bank interest rate in force
increased by 02 points multiplied with the number of days of delay of payment.

However, a grace period of seven (07) working days from the date of scheduled
delivery shall be granted to the "LESSEE" to fulfill all his obligations. During that
period, he shall be free from any of penalties for delay, which cannot exceed 5% of
the orde.
ARTICLE 16: LEGAL PROVISIONS

16.1- Force majeure events:

In the case that one of the contracting parties is in total or partial impossibility to fulfill
any of its obligations provided for in the supply contract, due to force majeure, it
should inform the other party as soon as possible through a registered letter with
acknowledgment of receipt no later than eight (08) days following the occurrence of
the force majeure event.
Force majeure events consist of any unexpected, irresistible events independent from
either party willingness which could delay or prevent totally or partly, both parties
from performing their obligations, without controlling or avoiding them reasonably.
In all cases, the concerned party will have to take, in agreement with the other party,
all the relevant measures to assure the normal recovery of commitment’s
performance affected due to a force majeure event.

16.2 - Applicable Laws:

For the interpretation and implementation of this supply contract, the applicable laws
are those provided by Algerian legislation in force, on the present contract signature
date.
16.3–Settlement of disputes:
Any dispute or controversy which may arise in connection with the interpretation and
execution of this contract shall be settled amicably within a period of three months
from the notification by either party to the other his desire to do so.
Otherwise, these or disputes shall be settled through the center of Conciliation and
Arbitration of the Algerian Chamber of Commerce and Industry in accordance with its
regulations.
Its decisions are final and without appeal.
16.4 - Termination:
In case of non-performance of an obligation recommended of this contract by one of
the parties, the other party will be entitled to terminate the present supply contract
without prejudice to the damages that it may be entitled to demand.
However, this termination may only be carried out after the expiry of a period of
twenty (20) days, after a notice to execution remains unsuccessful.
16.5-Taxes and fees:
Only the taxes or duties and fees provided payable in local amount (dinars) resulting
from this contract performance toward our bank, will be on the "Purchaser’s”
account.
SNL

9
All other taxes, duties or fees provided payable in foreign currency will be at the
expense of the "Supplier".
ARTICLE 17: GENERAL PROVISIONS
17.1 – Transfer:
The rights and obligations of the present contract may not be assigned or transferred
by either party without the prior approval of the other party.
17.2 - Notifications:
Every notifications, any notices or any communications must be made or sent in
writing (mail, fax or registered letter with acknowledgment of receipt).
Any notifications to the "PURCHASER" by the "SELLER/EXPORTER" must be labeled
with the following address:

S.N.L Spa:
Locatedat.1st November Avenue, Zéralda -Algeria.
To the attention: A l’Attention: Mr NEDJARI Nassim /Mr BOUKEROUI
Aghiles/MS Rachida ZERKHEF
Email:nassim.nedjari@snl.dz/Aghiles.boukeroui@snl.dz/RACHIDA.ZERKHEF@snl.dz
N°Tel Fixe : +213 23 32 52 17
N°Fax : +213 23 32 52 19
Mobile : +213 560708474 /+213 561 70 54 39/+213 561 649 839
Each notification sent to the “Supplier” by the “Purchaser” must be transferred to
the following address:
Supplier: SHANDONG MAKERONLY DIGITAL TECHNOLOGY CO., LTD
Located at: ROOM 2301-01 BUILDING 5, AREA 3, HANYU GOLDEN VALLEY,
NEW HI-TECH ZONE,JINAN CITY SHANDONG PROVINCE -CHINE-
To the attention:Emily Wang
Moblie:+86 156 2438 8631/+8617865175775

17.3 – Used Banks:

*SNL spa « PURCHASER»
Banque 01 : Banque Nationale d'Algérie « BNA »
Agence BNA Staouali-Alger
RIB N° 001 00440 0101000002/77
Address :Rue Mellal Staouali, Algérie
Banque 02 : Banque de Développement local « BDL »
Agence BDL Zéralda –ALGER-
RIB N°005 00157 4017685751/85
Adresse : Rue Benfeddaah Aissa zéralda, Algérie
*Supplier: SHANDONG MAKERONLY DIGITAL TECHNOLOGY CO., LTD
Bank: BANK OF CHINA JINAN GAO XIN SUB-BRANCH
Address: THE FIRST FLOOR OF BLOCK 8 SHUNTAI SQUARE ,NO.2000 SHUNHUA
ROAD HIGH-TECH ZONE, JINAN CHINA
Account number:2117 4955 6944
SWIFT:BKCHCNBJ500
SNL

10
17.4 - Modification:
Any modification of the present contract is governed by an amendment signed by the
authorized representatives of the three parties.
17.5 - Enforcement:
The present supply contract will be enforced after the completion of the following
formalities:

 Three parties Signature;

 The “ Supplier’s” notification ;
 The Domiciliation and implementation of the payment method
(The opening of the L/C);

17.6- Consent Clause:

The data collected by SNL is subject to the provisions of Law No. 18-07 of June 10,
2018 on the protection of individuals in the processing of personal data. To this end,
SHANDONG MAKERONLY DIGITAL TECHNOLOGY CO., LTD undertakes to:

1.Process data solely for the sole purpose(s) that is/are the subject of this contract;
2.Guarantee the confidentiality of personal data;
3.Make available to SNL, if necessary, the documentation required to demonstrate
compliance with all its obligations and to enable audits to be carried out by the data
controller or another auditor appointed by it, and to contribute to such audits.

17.7 - Confidential nature of the contract:

The present contract provisions shall not be disclosed to a third party except those
that should necessarily be noticed for its execution or implementation.
In case a party wishes to disclose totally or partially the present contract provisions to
the third party, other than listed above, it shall obtain the written and prior approval of
the other one.
The present parties have initialed and signed this provision contract in five (02)
originals copies in English language and (03) originals copies in French language.

Zéralda, on:………………… ………………… ,on:

…………………

« Supplier»
F/« PURCHASER» Signature preceded by the
Signature handwritten words
"Read and approved"

………………… , on: …………………

« Lessee»
Signature preceded by
the handwritten words
"Read and approved”
SNL

11
SNL

12