SALE CONTRACT

No. 11/2020/SK-SLH
HCM City, 10th November, 2020

Saigon Kohi Co., Ltd

Address: 119 Dien Bien Phu Street, District 1, Ho Chi Minh City,
Vietnam
Tel: (+84) 3 875 2594

Fax: (+84) 3 875 4952

Email: [email protected]

Represented by: Mrs. Hua Ngoc Van Phuong - Director

Hereinafter called as the SELLER

Sing Lion's Hammer Co., Ltd

Address: 56 Tanglin Road, Singapore

Tel: (+65) 7888 6868
Fax: (+65) 7888 6558
Email: [email protected]
Represented by: Mr. Phuc Lee - Sales Director
Hereinafter called as the BUYER
SELLER and BUYER individually referred to as “PARTY” and collectively referred to
as “PARTIES”

Both parties have agreed to the purchase and sale of coffee on the terms and
conditions as follows:
1. SCOPE OF SUPPLY: Vietnamese robusta grade one under TCVN 4193:2005, fair
average quality, crop 2019, even roast, clean cup.
2. SPECIFICATIONS: As per Vietnamese standard
● Screen 18: 90% min
● Broken: 2.0% max
● Moisture: 12.5% max
● Foreign matters: 0.5% max
● Density: 0.7gr/ml
● Damaged bean: 0.2% max
● Mineral residue fixed: 5% max
● Caffeine: 1% min
● Alcohol Extract: 7% min
● Ethereal Extract: 10% min
● Total Nitrogen: 12.5%
● Absence of dirts, parasites and worms
● Crop: Summer 2019

Production date: August 2020

Expiry date: April 2021
Other as per Vietnam coffee export standard.
Before buyer’s acceptance, inspection of goods by SGS at Kohi’s warehouse at any
time and in any reasonable manner shall be final inspection and binding both parties.
Expenses of inspection shall be borne by the buyer.
3. QUANTITY: 500 MT +/- 5% at the seller's option

4. PRICE
4.1. Unit price: 1600 USD/MT
Total price: 1600 USD/MT x 500MT = 800.000 USD
(In words: eight hundred thousands US dollars only)
This price shall be understood to be FOB Cat Lai Port, Incoterms 2010, including
packaging.
4.2. At the time of delivery, if the coffee price on the International Coffee Organization
(ICO) is of 3% different from this price then market price shall be applied.
5. PACKING
5.1. 250 strong wooden pallets with net capacity 2 MT as coffee's standard exporting
packing
5.2. Packing and marking expenses shall be charged to the Seller’s account.
5.3. Marking: N/M
6. PAYMENT
6.1. All payments made by the Buyer to the Seller shall be denominated and made in
US Dollar.
6.2. 10% of the total value of this contract shall be made in advance at least 30 days
prior to the shipment date, the remaining 90% shall be made as B/E maturity date.
6.3. Payment of 90% value of the contract shall be made by irrevocable, confirmed
Letter of Credit in favour of the Seller 90 days from the shipment date deferred
opened through Hongkong and Shanghai Banking Ltd (HSBC Bank), Singapore,
Claymore Branch. Letter of Credit shall be opened by the Buyer at least 30 working
days prior to the shipment date and valid for 60 days after the shipment date. The
payment of the total remaining value of the contract shall be made by T/T to the
account of the seller, number [number of account] at VIETCOMBANK - Ho Chi Minh
City Branch in Vietnam.
In favour of: Saigon Kohi Co., Ltd
Address: 119 Dien Bien Phu Street, District 1, HCM, VIETNAM
Account number: 1687657969977
With VIETCOMBANK - Ho Chi Minh City Branch
Bank address: 5 Cong Truong Me Linh, Ben Nghe Ward, District 1, Ho Chi Minh City,
Vietnam
Swift code: BFTV VNVX 007
In favour of: Sing Lion's Hammer Co., Ltd
Address: 56 Tanglin Road, Singapore
With Hongkong and Shanghai Banking Ltd (HSBC Bank), Singapore, Claymore Branch
Address: 6 Claymore Hill #01-01 Singapore 229571
6.4. The buyer will get 1% discount for early payment within 7 days after receiving
the required documents.
6.5. The following documents presented to the advising bank for payment in 1
original and 3 copies unless otherwise stated:
- Commercial invoice: 3 originals and 3 copies.
- Packing list: 3 originals and 3 copies.
- Full set of 3/3 originals “shipped on board” B/L, made out to the order of Hongkong
and Shanghai Banking Ltd. (HSBC Bank), Claymore branch, Singapore and notify to
the applicant.
- Certificate of origin issued by Vietnam Chamber of Commerce & Industry (VCCI)
- Phytosanitary certificate issued by Plant Protection, Ministry of Agriculture & Rural
Development, Vietnam.
- Certificate of fumigation issued by SGS.
- Certification of quantity issued by SGS.
- Certification of quality issued by SGS.
- Beneficiary certificate certifying that one set of original shipping documents
mentioned above had been sent to Hongkong and Shanghai Banking Ltd (HSBC Bank),
Claymore Branch, Singapore within 07 working days after shipment date.
6.6. The Seller shall bear all the costs of making the payment.
7. DELIVERY
7.1. Applicable International Chamber of Commerce (hereinafter: ICC) Incoterms
2010.
7.2. Port of loading: Cat Lai Port, Ho Chi Minh City
7.3. Port of discharge: Any port in Singapore
7.4. Time of shipment: From 28/11/2020 - 10/12/2020
7.5. Notice of shipment:
- Seller shall inform Buyer immediately when the goods are ready for shipment.
- Buyer shall, within 36 hours before the vessel arrives at Cat Lai Port and ready
to commence loading, inform the Seller: vessel’s name, vessel’s nationality,
vessel’s flag, ETA (estimated time of arrival), ETD (estimated
time of departure).
 - Within 24 hours after the departure of delivery at Cat Lai Port, Seller shall
inform Buyer of: goods delivery situation, including commodity, quantity,
qualifications/specifications, packing, marking.
- Within 24 hours after receipt of goods, Buyer shall inform the Seller of:
situation of received goods including commodity, quantity,
qualifications/specifications, packing, marking.
- The notification shall be made via telex.
7.6. Instruction of delivery: Partial shipment is not allowed, transshipment is allowed.
8. LOADING TERMS
8.1 Loading Rate: Cargo is to be loaded free of risk and expensed to the vessel at the
average rate of 100 MT per weather working days of 24 consecutive hours, Sunday
and holidays excepted even if used (WWDSHEXEIU) on the basis of at least 4
workable hatches provided that all cranes available in good order, if less than pro-
data respectively.
8.2 Loading Time: If N.O.R is presented before 12:00 am, laytime shall commence
from 1:00 pm the same day. If N.O.R is given after 12:00, laytime to commence from
6:00 am on the next working day (unless sooner commenced) provided that Notice
of Readiness is validly tendered in writing or by electronic communication by the
Master or vessel’s agent during ordinary office hours between 8:00 am and 5:00 pm,
Sunday to Friday (Saturdays and holidays excepted) whether in port or not (WIPON),
whether in berth or not (WIBON) , whether customs cleared or not (WCCON) at the
port of loading, or so near there unto as the vessel may be permitted to approach.
If a suitable loading berth is not available on vessel’s arrival at or off the loading port,
the vessel or her agents shall be entitled to give Notice of Readiness on arrival at the
anchorage place, whether within or outside of the commercial limits of the port,
whether in free pratique or not (WIFPON) and whether entered at the customs or not
(WICCON). Time occupied in shifting from place of waiting to loading berth shall not
count as laytime.
If after berthing the vessel is found not to be ready in all respects to load, the actual
time lost from discovery thereof until the vessel is in fact ready to load shall not count
as laytime. Excepted time as per Charter-Party not to count unless the vessel is on
demurrage.
8.3 Demurrage Rate: Should the vessel not be loaded at the rate herein stipulated,
Demurrage shall be paid at the rate as per the Charterer Party and pro rata for any
part of a day. For all laytime saved despatch money shall be paid at the rate of one-
half of the above rate of demurrage. Despatch money, if any, at loading port or ports
shall be calculated on the basis of a weather working day of 24 consecutive hours, but
any time lost on a working day owing to weather conditions shall not count provided
work is actually stopped or prevented thereby.
Demurrage or despatch, if any, at loading port or ports shall be paid when and where
incurred and the cargo shall be treated as a whole and settlement is to be within 30
days of completion of loading the goods.
9. INSURANCE: Insurance to be covered by and for the Buyer’s account.
10. FORCE MAJEURE

10.1 The force majeure clause of the International Chamber of Commerce (ICC
Publication No.421) is hereby incorporated in this contract.
10.2. The Seller is not to be responsible to the late delivery or non-delivery caused by
contingencies beyond his control such as, but not restricted to hostilities, war,
embargo, blockade revolution, government’s ban, insurrection, mobilization, strike,
lock-out, riot or other civil commotion or by fire, drought, plague or other calamities
or national food security of Vietnam government and Vietfood association or other
events beyond the control of the Seller.
10.3. In the event of force majeure, the Seller shall inform the Buyer immediately by
telex or cable and send to Buyer within 24 hours and confirmation as force majeure
certificate by the Chamber of Commerce at the place where the force majeure occurs
shall be made within 7 days.
10.4. The contract shipment period will be extended by the same period of time as the
duration of the event but limited to three months. If after a three-month extension,
the shipment is still prevented by any of the above causes, such part of the contract
as has been postponed shall be null and void unless a further extension is mutually
agreed between the seller and buyer.
11. CLAIM
In case, if any difference from quantity and/or quality of this contract, the Buyer
should claim in written form within 30 days as of quantity and 40 days as of quality
from the date of final discharging within SGS’s report. After confirming within 15 days
the Seller should settle the claim. After the above mentioned specified date all claims
will become null and void.
12. LIQUIDATED DAMAGES
Liquidated damages will be enforced according to the following cases:
a. Delay of shipment:
In case delay of shipment happens, the maximum allowance is 15 days from the due
time stipulated in this contract, the liquidated damages for delay interest will be
based on the genuine amount of total loss due to late shipment.
b. Inadequate cargo:
In case of inadequate cargo as stipulated in contract, this cargo must be re-exported
returning to the seller.
13. PENALTY: Penalty will be enforced according to the following cases:
a. Cancellation of contract: If buyer or seller wanted to cancel the contract, 5% of total
contract value would be charged as penalty to that party.
b. Late payment: After maturity date, within the first month if the buyer fails to make
payment to VIETCOMBANK - Ho Chi Minh City Branch, the buyer has to compensate
for the seller 1% of the remaining contract value; within the next month, 2% of the
remaining contract value. After that, if the buyer does not finish the payment
obligation, then they shall be considered as breach of contract.
14. ARBITRATION
14.1. In case of dispute and if the contracting parties cannot reach an amicable
settlement of any claim/ dispute concerning this contract within 60 days from its
occurrence, the case shall be finally settled by the Vietnam International Arbitration
Center at the Chamber of Commerce and Industry of Vietnam in accordance with its
Rules of Arbitration.
14.2. The award of the Arbitration Committee shall be final and binding upon both
parties.
14.3. The number of arbitrators shall be three, one decided by the buyer, one decided
by the seller and one by the two chosen arbitrators or by two parties. The place of the
arbitration shall be Ho Chi Minh city, Vietnam. The language of the arbitration shall
be English.
14.4. All fees and expenses incurred in this arbitration shall be borne by losing party.
15. APPLICABLE LAW
Questions relating to this contract that are not settled by the provisions contained in
the contract itself shall be governed by the United Nations Convention on Contracts
for the International Sale of Goods (hereafter referred to as CISG). Questions not
covered by the CISG shall be governed by Vietnamese Commercial Law 2005.
16. OTHER CONDITIONS
16.1. In case of doubt as to the interpretation of the terms of shipment contained in
the present text, both parties shall refer to the International Commercial Terms
(INCOTERMS 2010).
16.2. Any changes against the above clauses will be discussed and confirmed by both
parties and shall be valid only if made in written form.
16.3. This contract comes into force from the date of signing and is valid until the
issuance of contractual performance certificate but not later than November, 2020.
16.4. This contract is made into four English originals with the same validity, two of
which retained by each party.
16.5. All local fees at discharge port shall be for the buyer’s account. All banking
charges, duties, taxes, levies, etc… inside Vietnam to be for seller’s account but those
outside Vietnam for buyer’s account.

For and on behalf of the Buyer For and on behalf of the Seller

Mr. Phuc Lee - Sales Director Mrs. Hua Ngoc Van Phuong - Director