SALES – PURCHASE CONTRACTToday, 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 CONTRACT1. The SELLER sells and the BUYER buys the following products under below described conditions: No. Description Origin Quantity1 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) QUALITY2. The quality of the products is as the samples agreed by both parties. DELIVERY TERMS3. 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:……………….15. 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 OBLIGATIONS7. 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 PAYMENT10. 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 - PLOVDIVBIC: UNCRBGSF IBAN (EUR): BG82 UNCR 70001519877529 PENALTIES11. 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:……………….212. 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 MAJEURE13. 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 LABELLING14. 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 RIGHTS15. 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 CONTRACT17. This contract shall enter into effect as of the date on which it is signed, and shall be effective until 31.12.2015.OTHER CONDITIONS18. This Contract may be amended and supplemented by the Parties with additional written agreements.For the Seller:………………. For the Buyer:……………….39 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.
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