Form no.

07102024
Rev no. 01 Page | 1

SALES CONTRACT
No.: 07102024
Date: 9th Octorber 2024

BUYER (PARTY A): DEMETER COMPANY LIMITED

Address: 32 Guanghua Street , Chaoyang Ward , Jiangoumen Wai, Beijing City, China
Telephone: (+86) 396499537 Fax: (+86) 396499537
Email: info.demeter.corp@gmail.com
Tax code: 8686339969
Bank details:
+Account number: 2209032002
+Swift code: BKCHCNBJ530
+Bank name: BANK OF CHINA, No. 1 Fuxingmen Nei Dajie, Xicheng District, Beijing, China.
Representative: Mr Kevin Truong Position: Director

SELLER (PARTY B): DURIAN KING FRUIT EXPORT COMPANY LIMITED

Address: 240-242 Giải Phóng, Phước An, Krông Pắc, Đắk Lắk, Việt Nam
Telephone: (+84) 7 174 53 77 Fax: (+84) 7 174 53 77
Email: kingdurian240@gmail.com
Tax code: 2402024240
Bank details:
Vietnam Export Import Commercial Joint - Stock Bank
+Account number: 09090907689
+ Swift code: EBVIVNVX
+ Branch address: Floor 8 - Vincom Center, 72 Le Thanh Ton - District 1 - Ho Chi Minh City
Representative: Mr Nguyen Hoang Linh Position: Director

The two parties agree to sign this purchase and sale contract (hereinafter referred to as the contract)
with the following conditions and terms:

ARTICLE 1. OBJECT OF THE CONTRACT

Party A agrees to purchase and Party B agrees to supply supplies and equipment (hereinafter referred
to as goods) at the request of Party A. Details of goods are as follows:
1.1. Requirements for goods
1.1.1.Quality Standards:
Monthong Durian (Type A)
1.1.2.Origin:
Dak Lak, Vietnam
1.1.3.External Appearance:
a. The husk shall be free from bruises, of uniform thickness, and a ripe yellow-green color.
b. The fruits shall be of uniform medium to large size.
c. The husk shall be free from insect damage and scratches.
1.1.4.Internal Quality:
a. The flesh shall be thick and the seeds shall be small.
a. The flesh shall have a natural aroma, and shall not be sour or putrid.
c. The arils shall be a natural bright yellow color, free from bruising, and not discolored.
d. The arils shall be chewy and have a rich, creamy flavor.

1.2. Goods
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Unit Cost Amount Of

STT Item Name Description Unit Quantity
(CNY) (CNY)
The Monthong
Durian Thailand
(Grade A) a
01 MonThong A MT 50 ± 2 34,573.18 1,728,659.00
thick,spiky shell
with soft, sweet,
yellow.

In words: One million seven hundred twenty-eight thousand six hundred fifty-nine
Chinese yuan.

The exchange rate determined on September 9, 2024, by Eximbank of Vietnam

“1 CNY = 3,470.90”

ARTICLE 2. DELIVERY OF GOODS

1. Time of Shipment: No later than 20th November 2024 (China Standard Time)
2. Port of Loading: Hải Phong Port, Vietnam
3. Port of Destination: Xingang Port, China
4. Terms of Delivery: CIF(Xingang Port, China) (Incoterms 2020). Insurance for the contracted
goods will be covered by the Seller by All Risk Policy.
5. Shipment Notification: Upon completion of shipment, the Seller shall send a shipment notification
together with shipping documents/quality certificate to the Buyer’s representative's email address
within 3 days after shipment.
6. Governing LawVietnamese Commercial Law
7. Pre-shipment Inspection: The Seller shall conduct a quality inspection of the goods with the
assistance of Vinacontrol.
8. Transit: Not Allowed
ARTICLE 3. PAYMENT
3.1. Payment term
1.1.1.Payment Terms: Payment upon shipment.
1.1.2.Specific Payment Method: Irrevocable Letter of Credit (At Sight L/C)
1.1.3.L/C
 The entire contract value shall be paid by an irrevocable letter of credit in favor of the Seller.
 The L/C shall be opened within 7 days from the date of the contract, with a validity period of
maximum 60 days from the date of issuance.
 The L/C shall be advised through Eximbank of Vietnam.
 Documents shall be presented within 21 days from the date of the bill of lading.
1.1.4.All payments shall be made against the presentation of the following documents:
 Signed Commercial Invoice: Three original and one coppy commercial invoices.
 (02/03) set originals of signed clean Shipped on board ocean Bill of Lading made out to order
of Bank Of China, No. 1 Fuxingmen Nei Dajie, Xicheng District, Beijing, China., showing
L/C number, marked Freight prepaid.
 Quality certificate issued by the compenent authority of Vietnam in 01 original and (2/3)
copies (specifying full name of goods).
 Quantity and weight certificate issued by the compenent authority of Vietnam in 01 original
and (2/3) copies (specifying full name of goods).
 Cerificate of origin form E issued by the compenent authority of Vietnam.
 Detailed packing list in 01 original and (2/3) copies.
 Full set of originals of insurance policy/ certificate covering All risks for 110 percent of
invoice value blank endorsed indicating claim payable in by a settlement agent (stating name
and full address) in Bank Of China, Viet Nam and number of original folds to be issued.
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 Beneficiary’s mail advising of advice to applicant of particulars of shipment: B/L/AWB no.,

shipment date, ETA, vessel name/flight no., quantity of goods, name of commodities, invoice
value and L/C number within 7 days after shipment.
 Beneficiary's certificate certifying that one set of non-negotiable documents plus (01/03)
original Bill of lading have been sent to the applicant within 7 days after shipment date by
DHL / an international express courier (courier's receipt to prove this action to be presented).
 01 original and 2 copies of Phytosanitary, 01 original and 02 copies of Certificate of
Fumigation.
ARTICLE 4: CLAIMS
1.2. Claims Period:
For quantity claims, the Buyer shall notify the Seller within 3 months from the date of
shipment.
For quality claims, the Buyer shall notify the Seller within 6 months from the date of
shipment.
1.3. Claims Procedure:
In the event of a claim, the claiming party shall notify the other party in writing and provide
sufficient legal evidence demonstrating the other party’s failure to fulfill its obligations under
this contract within 3 days of such notification. The party against whom the claim is made
shall be liable for compensation for the losses caused by its breach within 20 days of receipt
of the legal evidence submitted by the claiming party and shall provide remedial measures for
any deficiencies in subsequent shipments
ARTICLE 5: FORCE MAJEURE
1. "Force Majeure" means the occurrence of an event beyond the reasonable control of a party
which prevents or hinders such party from carrying out its obligations under this contract,
provided that the affected party proves that such event is beyond its reasonable control, was
not foreseeable at the time of the conclusion of the contract, and its effects could not be
avoided or overcome by the affected party (ICC, 2023). Such events (hereinafter referred to
as "Force Majeure") include, but are not limited to:
o Natural disasters including storms, earthquakes, floods, or any other natural
phenomena whose force and destructiveness cannot be foreseen or resisted.
o War (whether declared or not), hostilities, invasion, acts of foreign enemies,
terrorism, threat or preparation for war, riot, insurrection, civil commotion, rebellion,
revolution, civil war, strikes, sabotage.
o In cases where the cost of settlement exceeds 70% of the contract value, it shall be
considered a force majeure event. However, if the party causing the damage proposes
a settlement that does not comply with the risk mitigation rules of the Vienna
Convention 1980, it shall not be accepted as a force majeure event.
2. Notwithstanding the foregoing, neither party shall be relieved of its obligation to pay any
installments due on account of any force majeure event.
o In the event of force majeure, the parties shall notify each other of such events and
their potential consequences for the performance of this contract within 20 days of the
occurrence of such events and shall propose solutions to ensure the principle of
minimizing damages in accordance with the Vienna Convention 1980. Any solution
shall require the agreement of both parties, and if one party unilaterally implements
any solution, the costs thereof shall not be included in the costs of resolving the
aforementioned issue.
o If the force majeure situation continues for more than 6 months, the terms and
conditions of the contract shall be reasonably reviewed and mutually agreed upon by
the parties.
ARTICLE 6: INSURANCE
The goods shall be insured by a legally constituted insurance company capable of insuring all risks to
the goods. Insured risks: All risks of physical loss or damage caused by external factors, including the
risks of war, riot, civil commotion, and insurrection.
 Insurance value: 110% of the contract value.
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 Insurance period: 12 months, including the period of transit.

 Insurance conditions: In accordance with Incoterms 2020.
 Beneficiary: Demeter Co,. LTD
 In case of a claim, payment shall be made in China.
ARTICLE 7: DISPUTE RESOLUTION
In the event of any dispute arising between the Parties, the Parties shall endeavor to settle such dispute
amicably through negotiation. If the dispute cannot be settled through negotiation, it shall be
submitted to a court of law in the country of the injured party (as agreed by both Parties) in
accordance with the law of the injured party and the 1980 Vienna Convention. If either Party is
dissatisfied with the first-instance judgment, it may appeal up to a maximum of three times.
All disputes shall be settled in accordance with the terms of this contract and other agreements related
to the performance of this contract, failing which, the laws of Vietnam/Vienna Convention shall
apply, without reference to any other laws.
The arbitral award shall be in writing and shall be final and binding upon both parties.
The costs of arbitration and/or other costs shall be borne by the losing party.
English shall be the language of the arbitration.
ARTICLE 8: TERMINATION
Neither the Seller nor the Buyer shall be entitled to terminate or suspend, in whole or in part, the
performance of this contract without the prior written consent of the other party, provided that the
party requesting termination shall give the other party a reasonable period of time to remedy the
difficulties leading to the non-performance of the contract. If, after such period, the breaching party
still fails to fulfill its obligations, the party requesting termination shall notify the other party in
writing of the termination of the contract.
 In the event of a breach by the Seller, the Buyer shall be entitled to claim damages not
exceeding 80% of the contract value (in accordance with Vietnamese law). The Buyer shall
return the products that do not meet the agreed quality standards to the Seller without being
liable to compensate the Seller for the costs incurred by the Seller in supplying such products.
The Seller shall reimburse the Buyer for all amounts paid for the defective products on the
date of termination of the contract. The Seller shall be responsible for paying the shipping
costs and other expenses related to the return of the products. No other claims or damages
shall be payable.
 In the event of a breach by the Buyer, the Parties shall agree and confirm the work that the
Seller has completed up to the date of termination of the contract. The Buyer shall pay the
Seller the value of the completed work.
 Neither party shall be liable if the failure to perform the contract is due to a force majeure
event. If a force majeure event lasts for more than 3 months, the Parties shall meet and
endeavor to find a mutually agreeable solution.
ARTICLE 9: AMENDMENT
Any amendment or supplement to this contract shall only be valid if signed by authorized
representatives of both Parties. Such amendment or supplement shall form an integral part of this
contract. English shall be the language used in all transactions and communications between the
Parties.
ARTICLE 10: LATE DELIVERY PENALTY
In the event that the Seller fails to deliver the goods on time due to the Seller's fault, the Seller shall
pay a late delivery penalty of 10% of the contract value.
ARTICLE 11: ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties.
The terms and conditions together with all schedules attached hereto constitute the entire agreement
between the Buyer and the Seller.
In witness whereof, the Buyer and the Seller have executed this agreement in two counterparts, each
party retaining one counterpart
list Republic of Vietnam, the 1980 Vienna Convention, and the laws of the People's Republic of
China.
ARTICLE 12: LANGUAGE AND MEASUREMENT
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1. All transactions and communications between the Parties, including notices, requests,
agreements, offers, or proposals, shall be conducted in English. All drawings, technical
descriptions, reports, or other documents shall be prepared in English. This contract is
executed in both English.
2. All documents accompanying this contract shall be in accordance with the International
System of Units (SI) and the Gregorian calendar, unless otherwise specified.

5ON BEHALF OF PARTY A ON BEHALF OF PARTY B