INTERNALTIONAL SALES CONTRACT

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INTERNALTIONAL SALES CONTRACT Contract No 1/2016/SEV-DLC Ho Chi Minh City, August 20, 2016 BETWEEN: SHANGHAI EVANGEL INDUSTRIAL CO., LTD Address: Suite 1326, Fortune Times Tower, No 1438 North Shanxi Road, Shanghai, China Tel: +86-21-62770109 Fax: +86-21-62120109 Email: folklift@evangelchina.com Represented by: Ms Penny Wang- Sales Manager Hereinafter referred to as “Seller” AND: DONG LOI EQUIPMENT & SERVICE COMPANY LIMITED Address: 34, Hamlet 2, Stress 20, Binh An Ward, Dist 2, Ho Chi Minh City, Vietnam Tel: +84 3740 6783 Fax: +84 3740 6738 Email: dongloi@gmail.com Represented by: Mr Dang Chu Son – Director Hereinafter referred to as “Buyer” WHEREAS: The Seller and the Buyer both agree to finalize this contract under the terms and conditions; and the product offered for sale is subject only to the terms and conditions contained in this contract and strictly confidently between the Buyer and the Seller and it is therefore agreed as follows: ARTICLE 1: SCOPE OF SUPPLY The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, goods that are: 1.1 Commodity: China HELI 3MT CPCD18 diesel forklift 1.2 Quantity: 10(ten) units 1.3 Quality: 100% brand new, produced in 2015 1.4 Specification: Model Type Brand name Rated Loading Capacity Fork Length Fork Width Min Lifting Height Max Lifting Height Certification Overall Dimensions 1.5 MT mm mm mm mm Mm CPCD18 Powered Pallet HELI 920 125 120 3000 CE, ISO9001 2166– 1075 - 2140 Packaging and Marking: The Seller has discretion in packaging the Goods, provided that the packaging must follow as per manufacturer standard packing, and safety for long-sea transportation 1.6 Technical documents: Including: 01 (one) Operation and Maintenance Manuals per machine and 01 (one) Part Books per machine is an integral part of goods in English version 1.7 Price - Unit Price: 8,695 USD/unit - Total price: 8,695 USD/unit x 10 units = 86,950 USD (In words: Eighty six thousand nine hundred and fifty US dollar only) - The price shall be understood to be CIP Saigon Port, INCOTERMS 2010, including packaging 1.8 Costs and charges - The Seller is responsible for the following costs and charges incurred in the sale and transport of the good: + All costs relating to the goods until such time as they have been delivered in accordance with Article II as well as the freight and all other costs of loading the goods on board and any charges for unloading at the named place of destination + The costs of insurance resulting from Article VII + The costs of customs formalities necessary for export of goods as well as all duties, taxes or other charges payable on the export of goods, as well as the costs of its transport through any country - The Buyer is responsible for the following costs and charges incurred in the sales and transport of the good: + All costs relating to the goods from the time they have been delivered in accordance with Article II + All duties, taxes and other charges as well as the costs of carrying out customs formalities payable upon import of the goods ARTICLE 2: DELIVERY 2.1 2.2 2.3 2.4 Time of delivery: 30 days from the date receiving L/C Port of loading: Shanghai Port, China Port of destination: Saigon Port, Vietnam Named place: 279 Ham Nghi Street, Binh Thuan Ward, Dictrict 7, Ho Chi Minh City Notice of delivery: Within working days after shipment, the Seller shall notify by fax or email to the Buyer the following shipping information: + Name and Nationality of the vessel + Date of shipment + Estimation time of arrival at discharging port 2.5 Delivery instruction - Partial shipment: not allowed - Trans-shipment: not allowed ARTICLE 3: PAYMENT In US dollars by irrevocable L/C at sight 100% invoice value within 07 working days after receiving documents 3.1 L/C conditions: - Time of issue: 07 days after signing contract, opened in favor of Applicant at: - Issuing Bank: Asia Commercial Bank Address: 334 Huynh Tan Phat Street, Binh Thuan Ward, District 7, Ho Chi Minh City, Vietnam - Account name: Cai Ngoc Thanh Tram - Account number: 13915909 - Swift code: ASCBVNVX 3.2 The Buyer’s Bank shall advise the Letter of Credit to the Seller’s Bank at: - Advising Bank: Hong Kong and Shanghai Banking Corporation Limited Address: 1301 Gubei Rd, Changning, Shanghai, China Account name: Penny Wang - Account number: 49674308114014 - Swift code: HSBCCNSH 3.3 Document required for negotiation: - Ocean Clean on Board Bill of Lading, marked "Freight to collect": 03(three) originals - Signed Commercial Invoice: 03(three) originals - Detailed Packing list: 03(three) originals - Certificate of Quality and Quantity issued by The Seller: 03 (three) originals per each - Certificate of Origin issued by China Chamber of Commerce: 1(one) original and 2(two) copies ARTICLE 4: GOOD CHECKING & INSPECTATION - The Seller must inspect the goods prior to the shipment (The first Inspection) All charges and expenses shall be borne by The Seller - The final inspection shall be carried out by VINACONTROL within days after arrival date at discharge port All related cost will be borne by The Buyer - The Seller shall settle the suitable claim of The Buyer within maximum of 30 days after receipt the claim ARTICLE 5: WARRANTY - Seller warrants that the goods sold as mentioned in Article I are new and free from substantive defects in workmanship and materials - Warranty period is 12 months from the date of delivery at the named place of destination accordance with Article - Under the guarantee period, the Buyer shall inform the Seller of all the defects in writing - Upon the receipt of the notice, the Seller shall work out the time to repair or make good all defects - The Seller shall inform the Buyer the time needed to make good the defects, the duration for repairing or replacing the goods is to be within 15 days from receipt of the notice - All the arising costs for repairing the Goods are for the Seller’s account - The warranty will not apply to those goods that are damaged due to misuse, abuse, negligence of Buyer ARTICLE 6: PENALTY 6.1 Non-performance of the Seller’s obligation - Delivery: In case, the seller delivers goods late more than 30 days from the date of receiving advising, the contract will be terminated automatically by legal way The Seller has to return all the fees, taxes and money that buyer have charged In addition, The Buyer is entitled to claim penalty equal to 5% of the price of this contract - Lack of conformity Goods: + If the Buyer notify the Seller of any lack of conformity of the Goods, specifying the nature of the lack of conformity within 07 days, the Buyer is entitled to claim liquidated damages equal 1% of total price of the Goods lacking conformity and the Seller shall be replace the Goods with conforming Goods without any additional cost to Buyer + After 07 days from receiving Goods, if the Buyer doesn’t notify the lack of conformity, the Buyer loses the right to rely on a lack of conformity 6.2 Non-performance of the Seller’s obligation - In case of failure in opening L/C in due time as stipulated in Article of this contract, except for the event of Force Majeure as mentioned in Article hereunder, the penalty for delayed L/C opening shall be counted based on the interest rate at the Issuing Bank per delayed day - If the Buyer fails to pay the price when receiving the documents, except for the event of Force Majeure as mentioned in Article hereunder, the Seller shall be entitled to charge interest on the outstanding amount at the rate of 1% per annum ARTICLE 7: INSURANCE Insurance shall be covered by the Seller, under Institute Cargo Clause A for 110% of Invoice value Insurance certificate shows claim payable at Ho Chi Minh City, Vietnam by the AIG Vietnam Insurance Company Limited, Ho Chi Minh City Agent Office ARTICLE 8: FORCE MAJUERE - None of the parties shall be liable to the other party for any failure or delay of performance of whole or part of this contract due to any cause attributable to war, flood, storm, heavy snow, governmental order (such as alteration of laws and regulations), strikes, act of GOD or any other causes beyond their control and other generally recognized force majeure causes - The Force Majeure (Exemption) clause of the International Chamber of Commerce (ICC publication No 421) is hereby incorporated in this contract - However, in such case, that party shall immediately send fax to other party advising of the force majeure case and airmail to the other party within 30 days after the accident a certificate of the accident issued by the competent government authority/chamber of commerce If force majeure case last over 60 days, the Buyer and the Seller have the right to cancel this contract, but if the said cause would have been cured within such 60 days the said notice of termination shall not become effective and this contract shall continue its effect ARTICLE 9: APPLICABLE LAW AND DISPUTE SETTLEMENT - This contract and all questions relating to its information, validity, interpretation or performance shall be governed by the law of CISG (Convention on Contracts for the International Sale of Goods) - Any dispute, controversy or claim arising out of or relating to this contract, including the validity, invalidity, breach or termination thereof, shall be settled firstly through negotiation or mediation In case the Parties cannot solve this dispute under this way, arbitration in Singapore under the Singapore International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules The number of arbitrators shall be one The arbitration proceedings shall be conducted in English ARTICLE 10: OTHERS - Both parties agree to implement seriously terms and conditions mentioned in sales contract - If either of the Buyer or Seller cancels the contract without agreement of other party, the party is subjected to a penalty equivalent to the value of contract and it must compensate the loss due to cancellation of contact to the other party - During the period of the contract, if it arise appendix or modification, both parties has to agree by issuing document of notification If there are arising conflicts which is not solved by negotiation, the final judgment is made by Arbitration Court and the fee is paid by offending party - This contract is made into 04 (four) originals in English; each party keeps 02 (two) originals which has the same legitimacy This contract comes into effect from the date of signing IN WITNESS WHEREOF, the Buyer and the Seller hereto sign on this Contract on the date mentioned above FOR THE BUYER FOR THE SELLER
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