Hop Hong Tau Roi

8/2/2019 Hop Hong Tau Roi

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S i l v e r S i l v e r UUn i o nn i o n

(Group)(Group)

PURCHASE CONTRACT

No. : .

Date : .

KNOW ALL MEN BY THESE PRESENTS :

This Agreement executed in between :

SILVER UNION ENTERPRISES LTD

Tel ..

Fax..

(hereinafter referred to as the BUYER )

And

BINH DINH COMPANY

Tel.

Fax.

(hereinafter referred to as the SELLER)

NOW IT IS HEREBY AGREED AND DECLARED in between the SELLER and the BUYER as follows :

1. Commodity and Quantity : 1.1 Commodity : Tapioca Chips1.2 Origin : Vietnam1.3 Quantity : 3,000 Mts More or less 5% at Buyers option.

2. Shipment : Buyer shall nominate vessel to Seller and the vessel to reach loading port middle of August2008 for loading 3,000 Mts More or less 5% at Buyers option as per following terms :

- FOB ST terms basis- Port of Loading : Qui nhon Port, Vietnam- Port of Discharge : Any Port in China

3. Specifications : Tapioca Peel / bark is removed

Specification Starch : 70%minRaw Fibre : 4%maxMoisture : 14.5%maxForeign matter including Sand / Silica : 2%max

** Heavy Elements contents PB (Lead) : 0.2mg/kg maxAS (Arsenic) : 0.2mg/kg max.NAHSO3/SO2 : 0.03g/kg max.

4. Packing : In Bulk

5. Unit Price : USD 188 PMT (U.S. Dollars one hundred and eighty - eight per Metric Ton only) FOBST Qui Nhon Port, Vietnam including cost of ashore cranes arranged by Seller

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6. Quality and Quantity determination :

6.1 Weight and Quality : As per certificate issued at the Port of loading by SGS Vietnam Ltd or VFC(Viet Flame Control Joint Stock Company) to be nominated by Buyer. The cost for surveyor is to bethe account of SellerWeight to be determined by vessel draft survey conducted by SGS Vietnam Ltd or VFC. TheInspection Company shall provide the corresponding Certificate of Quality and Quantity/Weight forthe shipment, the result or findings of which shall be conclusive, final and binding between theBuyer and Seller for invoicing purposes.

6.2 Inspection :The Buyer and/or their representatives have the rights to inspect the cargo at any stages of theprocessing, warehousing and loading vessel operationThe Buyer and/or their representatives reserve the rights to reject any cargo which is not strictly inconformity with the terms and conditions of the contract.

6.3 Right to Attend Survey and Inspection :Each party, at its own expense, shall have the right to appoint representative(s) to attend loading /discharge of tapioca chips and to collect samples and / or observe sampling and analysis beingperformed by the independent inspection agency.

6.4 Fumigation to be carried out immediately after completing of loading and the fumigation to be doneby the surveyors of the Independent Fumigation Company which must be recognized by the VietnamGovernment and nominated by the Buyer but at the cost of Seller. Certificate of Fumigation shouldbe issued by the Independent Fumigation Company who arranged the fumigation of the subjectshipment.After fumigation conducted the said shipment is free from mould and live insects

6.5 Upon fumigation, Phytosanitary Certificate to be arranged by Government Authority within 24 hoursafter completing of loading.

7. Insurance : Insurance shall be covered by the Buyer/Ultimate receivers of the cargo at their cost fromthe port of loading in Vietnam to the port of discharge in China.

8. Loading terms :

8.1 The loading rate shall be 1,300 MTS Per Weather Working Day 24 consecutive HoursSundays and Holidays Included8.2 Time allowed for loading is to be calculated with total net quantity loaded divided byloading rate.8.3 Notice of Readiness ( N.O.R. ) can be tendered Monday to Saturday in writing or telex orradio of fax by vessel or agents WIPON, WIBON, WCCON, WIFPON. Laytime commencement asper GENCON ie. Laytime to commence from 1300 Hrs the same day if N.O.R. tendered before noon

and from 0800 Hrs the following day if N.O.R. tendered afternoon unless sooner loading commenced.If N.O.R. is tendered on Saturday afternoon, laytime to commence on the next Monday at 08.00 hours8.4 In the event that Seller fails to maintain loading rate herein above provided, Seller shall paydemurrage at the rate stipulated in the Charter Party. Despatch half of demurrage amount for laytimesaved. Demurrage / Despatch rates as U$2,000/1,0008.5 Owners vessel agent at Port of Loading8.6 Seller to load at one safe berth always afloat, always accessible at one safe port.8.7 All opening / closing of hatches at Port of Loading to be at Owners cost8.8 All other terms not conflicting with above to be as per Gencon Charter Party with latestamendments.8.9 Times used for obtaining necessary passes or surveyors approval of cargo holds inspectionnot to count

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9. Terms of Payment :

9.1 Letter of Credit (L/C) :

Buyer or its representatives shall establish an Irrevocable 100% at sight Letter of Credit directly froma bank in Hong Kong or Singapore in favor of Seller not later than 05th Aug., 2008.L/C to be advised to Bank for Investment and Development of Vietnam, Binh Dinh Branch,Vietnam, SWIFT Code BIDVVNVX580. Such L/C to be arranged at the amount of US$ 188 PerMetric Ton FOB ST Quinhon Port, Vietnam. L/C amounting to the contract value in USD andpayable against Beneficiarys draft payable 100% at sight.

9.2 Documents required in L/C which Seller must submit to the bank for negotiation as follows :a) Commercial invoice 3 Originalb) 3/3 Original Clean on Board Ocean Bills of Lading made out to order and blank endorsed,

marked Freight Prepaid and notifying L/C applicantc) Certificate of Origin in 1 Copy to be issued by SGS Vietnam Ltd or VFC (the date of this

Certificate of Origin after B/L date acceptable)

d) Certificate of Quality in 1 Copy to be issued by SGS Vietnam Ltd or VFCe) Certificate of Quantity / Weight in 1 Copy to be issued by SGS Vietnam Ltd or VFCf) Certificate of Analysis in 1 Copy to be issued by SGS Vietnam Ltd or VFCg) Certificate of Hatches/Holds cleanliness survey in 1 Copy to be issued by SGS Vietnam Ltd

or VFCh) Certificate of Fumigation in 1 Copy to be issued by an independent Fumigation Company in

Vietnami) Certificate of Origin (form E) in 1 photocopy to be issued by a Government Authority in

Vietnam (the date of Certificate of Origin after B/L date acceptable)j) Phytosanitary Certificate in 1 Copy to be issued by a Government Authority in Vietnamk) Beneficiarys shipping advice dispatched to L/C applicant by fax within 24 hours after

shipment advising name of vessel, shipment date, quantity, weight, Contract No., L/C No.,

Commodity and Value of shipment.l) Beneficiarys Certificate showing that :

1) Seller has faxed a full set of non-negotiable shipping documents to L/C applicantwithin 3 working days after shipment effected

2) Seller has dispatched the following documents to L/C Applicant directly by DHLcourier service within 3 working days after shipment date :i) 1 Photocopy of the Original Freight Prepaid B/Lii) 1 Original and 2 Copies each of Certificate of Origin, Certificate of Quality,

Certificate of Quantity/Weight, Certificate of Analysis, Certificate ofHatches/Holds cleanliness survey issued by SGS Vietnam Ltd / VFC

iii) 2 Originals and 1 Copy of Certificate of Fumigation issued by IndependentFumigation Company in Vietnam

iv) 1 Original , 1 Triplicate and 1 Quadruplicate of Certificate of Origin ( Form E )issued by a competent authority in Vietnam

v) 1 Original and 1 Copy of Phytosanitary Certificate issued by a GovernmentAuthority

10. 3) Documents required by all parties concern to be couriered by DHL and upon thearrangement, the Courier receipt(s) must be faxed by Seller to L/C applicant for their tracking withDHL and such receipt to be submitted with the documents stated under 9.2 for negotiation purpose.

11. Bank Charges : All Banking charges at Buyers / L/C applicants bank are to the account of BUYERAll Banking charges at Sellers / L/C beneficiarys bank are to the account of SELLER

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12. Notices : Any notice required or permitted by this agreement shall be in writing and in Englishlanguage and may be delivered personally or by telex, facsimile or prepaid registered mailaddressed to the parties as follows :

If to the BUYER : SILVER UNION ENTERPRISES LTD

If to the SELLER: BINH DINH COMPANY

13. Other terms & Conditions :12.1 All export formalities (license, permitetc) and all charges (duties, levies, Taxes, dues etc) or

any other expenses present or future to be for Sellers account and risk12.2 Sellers failure to obtain the relative Export License cannot be treated as Force Majeure12.3 Once the vessel been nominated, Buyer holds no responsibility caused by the delay of the said

vessel.12.4 All the cargo is required to have re-inspection upon the arrival at the discharging port, hence

Fumigation at loading port must be done in proper. Pesticide on the surface of goods cause byFumigation should not be too mess and must be acceptable by the Department concern beforesubmitting for re-inspection.

12.5 Other terms and conditions as per GAFTA 119 and GAFTA 125.

14. Arbitration : As per regulations of the GAFTA 119 and GAFTA 125 London

15. Effectivity and Validity :This contract comes into effect immediately upon signing by both SELLER and BUYER via fax andshall be valid until the contracted tonnage under the agreement has been fully consummated. To signifyunderstanding, agreement and acceptance of all conditions above, both parties have hereunto fixed theirsignatures below :

BUYER SELLER