SALES – PURCHASE CONTRACTToday, 21.

SALES – PURCHASE CONTRACT

Today, 21.07.2015, this contract was concluded by and between:

“VINPROM PESHTERA” AS, with a head office and business address: 5 Dunav Blvd.,

Plovdiv 4003, Bulgaria, VAT number: BG825399928, represented by the Executive Director

Mr. Plamen Baikov, hereinafter referred to as SELLER,

TAN THINH IMPORT EXPORT AND TRADING COMPANY LIMITED, with a head

office and business address: 481 Hoang Hoa Tham St, Ward Vinh Phuc, Ba Dinh Dist., Hanoi

City, Vietnam, represented by Mr. Le Van Ninh – General Director, hereinafter referred to as

The Parties agreed to the following:

SUBJECT OF THE CONTRACT

1. The SELLER sells and the BUYER buys the following products under below described

conditions:

No. Description Origin Quantity

1 Flirt Premium Spirit Drink

30%,700ml Bulgaria 6000 0.35 2.100,00

2 Flirt vodka 37,5%,700ml Bulgaria 1980 0.50 990,00

3 Flirt vodka 37,5%,1000ml Bulgaria 1200 0.65 780,00

4 Flirt Vodka 40% vol, 700 ml Bulgaria 700 0.61 427.00

5 Black Ram Whisky 3 Y.O,

40%, 700ml Bulgaria 1320 0.75 990,00

6 Black Ram Black Reserve

Whisky 12 Y.O 40%, 700ml Bulgaria 1320 1.30 1.716,00

Total amount: seven thousand and three Euro 7.003,00

(bottles)

CIF Unit

price

(EUR)

Amount

(EUR)

QUALITY

2. The quality of the products is as the samples agreed by both parties.

DELIVERY TERMS

3. The Parties agree on terms of delivery CIF Hai Phong Port, Vietnam (Incoterms 2010).

4. The title to the products and the risk involved shall be transferred to the BUYER upon the

execution of the delivery in compliance with Art.3.

For the Seller:………………. For the Buyer:……………….

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5. The products shall be delivered to the SELLER by ocean line container from any port of

Bulgaria to Hai Phong Port, Vietnam.

6. If the amount due for the products has not been covered in due time, the SELLER has the

right to stop the production of the products and to deny their expedition.

RIGHTS AND OBLIGATIONS

7. The SELLER is obliged:

7.1. to sell to the BUYER the products under the terms and provisions of the present Contract.

7.2. to transfer the right of ownership over the products to the BUYER according to Art.3;

7.3. to handle the products with the care of a good merchant until they are delivered in

accordance with Art.3;

7.4. to provide the BUYER with all the agreed documentation. Upon delivering the products

according to Art.3, the SELLER should submit to the BUYER the following documents:

 Invoice – in 3 originals;

 Certificate of analysis issued by manufacturer;

 Bill of lading – Full set (3 Originals and 3 Non-negotiable copies);

 Certificate of Origin issued by the Bulgarian Chamber of Commerce & Industry.

8. The SELLER has the right to refuse to fulfil an order made by the BUYER in case the

BUYER has not paid the total due sum for the ordered products.

9. The BUYER is obliged:

9.1. To accept the ordered products from the SELLER under the terms and provisions of this

9.2. To pay to the SELLER the agreed upon price for the products under the terms and

conditions of this Contract.

TERMS OF PAYMENT

10. The Buyer shall transfer the amount due for the products 100% (one hundred percent) in

advance and not later than 20 (twenty) days prior to the agreed date of loading, into the

following bank account:

UNICREDIT BULBANK BULGARIA - PLOVDIV

BIC: UNCRBGSF                                                              

            IBAN (EUR): BG82 UNCR 70001519877529

PENALTIES

11. If the BUYER fails to cover a payment due according to the payment terms in this

Contract, the BUYER shall pay to the SELLER a penalty amounting to 1% (one percent) of

the due sum for each day of delay. In case the delay exceeds 10 (ten) days the SELLER shall

be entitled to terminate the Contract and to receive a penalty from the BUYER equal to 15%

(fifteen percent) of the total price of the products.

For the Seller:………………. For the Buyer:……………….

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12. If the SELLER delays a delivery, the SELLER should pay a penalty amounting to 1%

(one percent) of the due sum for each day of delay. In case the delay exceeds 10 (ten) days the

BUYER shall be entitled to terminate the Contract and to receive а penalty from the SELLER

equal to 15% (fifteen percent) of the total price of the products.

FORCE MAJEURE

13. If any/either of the Parties cannot perform its contractual obligations due to reasons

beyond the control of any of the Parties (hereafter referred to as: Force Majeure), this shall not

be considered as breach of the contract. Circumstances to be considered as Force Majeure

shall include unforeseen events that cannot be prevented by human efforts (e.g. war,

nationwide strike, earthquake, flood, fires, terrorist attack, distillery equipment failure or

sudden damage, etc.), which are beyond the control of the Parties and directly hamper the

given party’s ability to perform its contractual obligations. Upon request of the other

contracting party, the affected party shall present an official letter on the existence of Force

Majeure circumstances issued by the company, the authorities or by any relevant organisation

of the country of origin.

Unless otherwise agreed by the Parties in writing, contractual deadlines shall be extended in

proportion to the duration of Force Majeure.

The Parties shall immediately notify each other in writing of the threat or the occurrence of

any Force Majeure situation and its expected duration.

If the period of Force Majeure exceeds 30 (thirty) days, either of the Parties is entitled to

terminate the contract in writing without any adverse legal consequences.

MARKING AND LABELLING

14. The marking and the labelling of the goods shall be executed according to the BUYER’s

requirements. The BUYER shall send written instructions to the SELLER by fax or e-mail.

The SELLER is not responsible for any discrepancies with the marking and the labelling of

the goods if these requirements have not been presented by the BUYER beforehand.

INTELLECTUAL PROPERTY RIGHTS

15. The BUYER shall not register or attempt to register any of the SELLER’S and/or the

products’ trademarks, company names or trade names.

16. The BUYER has the right to use the SELLER’S brand names and/or the trademarks of the

products only for the purpose of advertising and promoting these brands/products within the

territory upon SELLER’S prior written permission for each single occasion.

VALIDITY OF THE CONTRACT

17. This contract shall enter into effect as of the date on which it is signed, and shall be

effective until 31.12.2015.

OTHER CONDITIONS

18. This Contract may be amended and supplemented by the Parties with additional written

agreements.

For the Seller:………………. For the Buyer:……………….

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9 The Parties to this Contract should address all the messages and notifications to each other

in writing at the above-mentioned addresses, faxes and e-mails. If any of the Parties changes

the above-mentioned address without informing the other Party, the latter is not responsible

for not received messages, summonses and other correspondence.

20. The Parties shall settle all disputes arising in connection with the execution of the

Contract through mutual agreement and concessions. When the consensus is impossible, the

Parties will refer the dispute to the competent court in Bulgaria.

21. The Parties agree the content of this Contract to be considered strictly confidential and

will not be disclosed to third parties without the express written consent of the other party.

This Contract was drawn up in four identical copies in English language – two for each Party.