SALES CONTRACT

No: 20150305
This Contract is made in Vietnam on 1st June 2024

THE SELLER:
Name of company : VIETNAM CATFISH CO., LTD.
Legal address : Hoa Lac High-Tech Park, Km29 Thang Long Avenue, Thach Hoa,
Thach That, Hanoi, Vietnam
Telephone : +84 9 2333 3456
Facsimile : +84 8 2703 1997
Email : [email protected]
Represented by : Mrs. Tran Thi Thu Hien
Title : Director

THE BUYER:
Name of company : CHINA FOOD PTE LTD
Legal address : No. 36 Guanghua Road, Chaoyang District, Jianguomen Wai,
Beijing, P.R. China
Telephone : +86 10 7673 2890
Facsimile : +86 10 7673 2890
Email : [email protected]
Represented by : Mr. Jackson Wang
Title : Director

This contract is made by and between the Buyer and the Seller, whereby the Buyer
agree to buy and the seller agree to sell the agree to buy and the seller agree to sell the
under-mentioned commodity according to -mentioned commodity according to the terms
and conditions as the terms and conditions as below:

ARTICLE 1. COMMODITY – QUANTITY - PRICE

1.1. Commodity: Vietnamese frozen yellowtail catfish fillet (-18 degree C)

1.2. Specification:

 Country of origin: Vietnam

 Product type: Yellowtail catfish fillet
 Style: Frozen, size 400- 450 gram/piece
 Freezing Process: IQF
 Tape Plating: 0-10%
 Certification: BRC, EEC, FDA, HACCP

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1.2. Quantity and Price: FOB Hai Phong Port, Vietnam

Quantity of Quantity per

Product Types of Quantity Unit Price Amount
Containers Container
containers (tons) (USD/tons) (USD)
(conts) (Tons/cont)

45’RH 356 28 9,968 3,500 34,888,000

Frozen
yellowtail
catfish fillet 40’RH 1 27 27 3,500 94,500
(-18 degree C)
10’RF 1 5 5 3,500 17,500

10,000 USD
TOTAL 358 conts
tons 35,000,000
(Says: US Dollar thirty-five million only)
This price shall be understood to be FOB Hai Phong Port, Incoterms 2020, packing charges
included (loading charge)
1.3. Tolerance: plus/minus 10 percent on the total quantity.
1.4. Shelf life: 12 months

ARTICLE 2: QUALITY
2.1. Sensory criteria

No Criteria Request
1 Color Has the natural color of catfish - yellow
Has the natural characteristic smell of catfish, without grass or
2 Smell
mud smell
3 Taste Has characteristic of catfish, no strange taste
The meat is firm and the cuts are smooth; no bones, skin, or fat;
4 Status there are no blood spots or veins on the meat; after boiling, the
meat is firm and the broth is clear.
2.2. Physical and chemical criteria
No Criteria Levels
1 Water content, expressed in % mass 83
Content of total volatile basic nitrogen (TVB-N),
2 55
mg/100g product
Phosphorus content, calculated as P2O5,
3 5
g/1kg product
4 Impurities Do not allow

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2.3. Heavy metal content
No Criteria Maximum Levels
1 Arsenic (inorganic), mg/1kg product 2.0
2 Lead, mg/1kg product 0.2
3 Cadmium, mg/1kg product 0.05
4 Mercury, mg/1kg product 0.5
2.4. Microbiological criteria
No Criteria Maximum Levels
1 Total aerobic microorganisms, CFU/g 1 x 106
2 E.coli, CFU/g 1 x 102
3 Staphylococcus aureus, CFU/g 1 x 102
4 Salmonella, CFU/25g Must not have
5 Vibrio cholera, CFU/25g Must not have

ARTICLE 3. PACKAGING
3.1. Packing: Catfish products are packaged in clean, dry, intact cartons.
3.2. Packaging: IQF – 10kg/carton (depending on customer requirements).
3.3 Label products printed on coupons, label on packaging with content including:
 Product name
 Name and address of production facility
 Product volume
 Material
 User manual
 Production date, expiration date
 Others

ARTICLE 4: SHIPMENT AND DELIVERY

4.1. Means of transportation: By Vessel

4.2. Delivery term: FOB Hai Phong Port, Vietnam (as in INCOTERM 2020)
4.3. Time of shipment: no later than June 30th, 2024, subject to seller’s receipt of original
L/C for whole value of contract on June 26 th, 2024 at latest. In case delay opening L/C
happens, the seller has the right to delay or cancel shipment accordingly.
4.4. Partial Shipment: allowed
4.5. Transshipment: not allowed.
4.6. Loading port: Hai Phong Port, Vietnam
4.7. Discharging Port: Shanghai Port, China
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ARTICLE 5: PAYMENT

5.1. By Irrevocable Letter of Credit at sight from B/L date for the full amount of the contract
value
5.2. L/C Currency: USD
5.3. Applicant:
CHINA FOOD PTE LTD
ADD: No. 36 Guanghua Road, Chaoyang District, Jianguomen Wai, Beijing, P.R.
China
5.4. Issuing bank:
JPMORGAN CHASE BANK, N.A – Beijing Branch
Add: 19 and 20F, Beijing Winland International Finance Center, No.7, Jinrong
Street, Xicheng District, Beijing, China
Fax: +86 10 5931 8000
SWIFT Code: CHASCN22TSD
5.4. Beneficiary:
VIETNAM CATFISH CO., LTD.
Add: Hoa Lac High-Tech Park, Km29 Thang Long Avenue, Thach Hoa, Thach That,
Hanoi, Vietnam
5.5. Negotiating bank:
Military Commercial Joint Stock Bank (MB) – Hanoi Branch – My Dinh T.O
Add: No.24, Nguyen Co Thach Street, My Dinh Ward, Nam Tu Liem District,
Hanoi, Vietnam
Fax: +84 24 3785 5410
Bank Account: 8321100492008 (USD)
SWIFT Code: MSCBVNVX
5.6. Time of Opening L/C: June 26 th, 2024 at latest
5.7. Payment Documents:
 Full set of Clean on Board Ocean Bills of Lading – in three (3) originals
 Commercial invoice in three (3) folds
 Packing List in three (3) folds
 Mill Test Certificate of the contracted goods issued by the manufacturer.

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  Weight List issued by manufacturer should bear charge number, gross and net weight
of each package.
 Declaration of Catfish Packing Material issued by manufacturer
 Certificates of origin issued by Vietnam Chamber of Commerce in six (6) folds.
 Certificates of quality, weight and packing issued by the VINACONTROL to be final
at loading port in six (6) folds.

ARTICLE 6. FORCE MAJEURE

Neither party shall held responsible for delay or failure of performance of obligations
provided for herein, when such delay is caused by strike, fire, flood, act of god, earthquake
or other conditions beyond its control which cannot be forecasted or provided against and
provided the party subject to such obligation shall have exhausted alternative means of
performance of the obligation in question. However, Buyer can not declare force majeure
for payment of the commodity loaded on board of the vessel.

The party wishing to claim relief by reason of any said circumstances shall notify the
other party in writing of the interventions and cessation within seven (7) working days and
then deliver a certificate issued by the Chamber of Commerce and Industry where the
accident occurred as evidence thereof. In the event of delay by such force majeure exceeds
30 days, each party shall have the right to cancel this contract unless otherwise agreed. In
which case, neither party shall have the right to claim eventually the damages.

ARTICLE 7. CLAIM

The two parties mutually agree to fulfill at the terms and conditions specified in the
contract, party who violates the specified terms and conditions must be responsible for and
compensate the loss caused to the other directly by his violation.

 The Buyer has the right to refuse the goods if the quality of the goods is not suitable
to the stipulations in Article 1 and 2 of this contract.
 Upon receiving the goods the buyer shall have the good inspected. If their quality,
and specifications are not in conformity with those mentioned in the Contract, the
buyer shall have the right to make claim to the Seller. All claim by the Buyer shall be
made within 30 days after airmail together with particulars of Survey Report of:

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 “VINACONTROL” of the Socialist Republic of Vietnam which should be regarded
as final.
 Claiming documents:
- Notice of claim
- A copy of contract
- A copy of B/L
- Shipment documents (C/Q, packing list,…)
- Inspection documents

ARTICLE 8. ARBITRATION

All disputes related to this Contract or the execution thereof shall be settled by
amicable negotiation. If no settlement can be reached, the disputes shall then be submitted
for arbitration to the Singapore International Arbitration Center at the Chamber of
Commerce and Industry of Vietnam. The arbitration will be final and biding upon both
parties, all of charges will be borne by the losing party, unless otherwise agreed.

ARTICLE 9. QUALITY

 The seller hereby confirms to follow all laws and rules pertaining to ACFTA for
issuing C/O form E.
 In case payment can not be paid on time as stipulated in this contract, the Seller shall
have the option to cancel the Contract and the Buyer has to pay penalty of 2%
contract value to the Seller's account
 In case delay delivery happens (if any) and the seller has a breach of the contract, the
buyer has the right to cancel the contract and impose on the seller a penalty of 2%
contract value.

ARTICLE 10. ADDITIONAL CONDITIONS

 This contract comes into effect from the date of signing, whereas all previous
correspondence shall become null and void.
 Any change or amendment to this contract shall be made in writing and subject to
prior approval from both sides.
 Terms and conditions of INCOTERMS 2020 Edition Applicable.
 L/C conditions must be followed to this contract.
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 This contract is made by English in 6 originals, 3 of which retained by each party.
 Signing via fax is acceptable.

FOR AND ON BEHALF FOR AND ON BEHALF

OF THE SELLER OF THE BUYER

MRS. TRAN THI THU HIEN MR. JACKSON WANG

DIRECTOR DIRECTOR