Name: Võ Nguyễn Phương Uyên ID: 31161024233

SALES CONTRACT
No. 08/2016/ITMX-WC
HCM City, 16th July, 2019
Vietnam Intimex Joint Stock Corporation
Address: 61 Nguyen Van Giai Street, Dakao Ward, District 1, Ho Chi Minh City
Tel: +84 (8) 3 820 1998
Fax: +84 3 820 1997
Email: intimexhcm@intimexhcm.com
Represented by: Mr. Do Ha Nam – Director
Hereinafter called as the SELLER
WestCoast Coffee Trading Company
Address: #13 888 Auguststraße 58, Berlin, Germany
Tel: +1 604 874 9345
Fax: +1 604 420 0065
Email: westcoasttraders@berlin.com
Represented by: Mr. John Bryent – Director
Hereinafter called as the BUYER
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 2016, 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 2016
Production date: August 2016
Expiry date: April 2017
Other as per Vietnam coffee export standard.
Before buyer’s acceptance, inspection of goods by Vinacontrol at Intimex’s
warehouse at any time and in any reasonable manner shall be fnal inspection and
biding both parties. Expenses of inspection shall be borne by the buyer.
3. QUANTITY: 500MT ± 5% at the seller’s option
4. PRICE:
4.1. Unit price: 2004 USD/MT
Total price: 2004 USD/MT x 500MT = 1.002.000 USD
(In words: one million and two thousand US dollars only)
This price shall be understood to be CFR Saigon Port, Incoterms 2010,
including packaging and freight.

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 European ISO
standard.

5.2. Packing and marking expenses shall be charged to the Seller’s account.

5.3. All forms of packaging conform to food grade packaging standards in

Canada
6. PAYMENT
6.1. All payments made by the Buyer to the Seller shall be denominated and
made in US Dollar.

6.2. 40% of total value of this contract shall be made in advance at least 14
working days before the delivery, the remaining 60% shall be made as B/E
maturity date.

6.3. Payments shall be made by D/A within 30 days deferred of the shipping
documents from Vietnam Maritime Commercial Joint Stock Bank – Ho Chi
Minh branch. Total remaining value of the contract is transferred to the
account of the seller, number 154987635201 at Vietnam Maritime
Commercial Joint Stock Bank via TD Commercial Bank in Canada.

In favour of: Vietnam Intimex Joint Stock Corporation

Address: 61 Nguyen Van Giai Street, Dakao Ward, District 1, Ho Chi Minh
City, Vietnam.

Account number: 154987635201

With Vietnam Maritime Commercial Joint Stock Bank
Bank address: 28 Hai Ba Trung Street, Ben Nghe Ward, District 1, Ho Chi
Minh City, Vietnam.
Swift code: BFTVVNVX

In favour of: WestCoast Coffee Trading Company

Address: #13 888 Auguststraße 58, Berlin, Germany

With Deutsche Bank AG, Calgary Office
Office address: 421-7 Avenue SW, 11th Floor, Frankfurt am Main, AB T2P 4K9

6.4. The buyer will get 1% discount for the payment within 7 days after
receiving the required documents.

6.5. The following documents 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, consignee being the buyer.
- certificate of origin issued by Vietnam Chamber of Commerce & Industry
(VCCI)
- phytosanitary certificate issued by Plant Protection, Ministry of Agriculture
& Rural Development, Vietnam.
- fumigation certificate
- certification of quantity issued by Vinacontrol
- certification of quality issued by Vinacontrol.

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: Saigon port, Ho Chi Minh City, Vietnam.

7.3. Port of discharge: Port of Vancouver, Canada

7.4. Time of shipment: From September 10/2018 to October 7/2019.

7.5. Notice of shipment:

- Seller shall inform Buyer immediately when goods are ready prepared for
delivery and vessel‘s name, vessel’s nationality, vessel’s flag, vessel’s
tonnage, ETA before the vessel docks in Canada Port no later than 36 hours.
- Within 24 hours after the departure of delivery at Saigon Port, Seller
informs Buyer of: goods delivery situation, including commodity, quantity,
qualifications/specifications, packing, marking, vessel’s name, vessel’s
nationality, vessel’s flag, vessel’s tonnage, B/L number, ETD (estimated
time of departure), ETA (estimated time of arrival)
- Within 24 hours after receipt of goods, Buyer shall inform the Seller of:
situation of received goods including commodity, quantity,
qualifications/specifications, packing, marking, vessel’s name, vessel’s
nationality, vessel’s flag, B/L number.
- The notification shall be made via telex.

7.6. Instruction of delivery: Partial shipment and transshipment are not

allowed.

8. DISCHARGING TERMS
8.1 Discharge Rate: Cargo is to be discharged free of risk and expensed to
the vessel at the average rate of 800 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 Discharge 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 discharge, or so near there unto as the vessel may be permitted to
approach.

If a suitable discharging berth is not available on vessel’s arrival at or off the

discharging 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 discharging berth shall not count as lay time.
If after berthing the vessel is found not to be ready in all respects to
discharge, the actual time lost from discovery thereof until the vessel is in fact
ready to discharge shall not count as lay time. Excepted time as per Charter
Party not to count unless the vessel is on demurrage.

8.3 Demurrage Rate: Should the vessel not be discharged at the rate herein
stipulated, Demurrage shall be paid at the rate as per the Charter Party and
pro rata for any part of a day. For all lay time saved dispatch money shall be
paid at the rate of one-half of the above rate of demurrage. Dispatch money if
any, at discharging 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 dispatch, if any, at discharging 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 discharge. Lay time at port(s) of
loading and discharging to be non-reversible.

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 event but limited to three months. If after three
months 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 Vinacontrol’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 stipulation in contract, this cargo must be
reexported 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 Maritime Bank, 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, 2016.

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

John Bryent Do Ha Nam