CONTRACT No 2803 “28” March 2022 “BIOERA-MOSCOW” Limited Liability Company, registered and acting in the Russian Federation, hereinafter referred to as the Supplier, represented by Chief Executive Officer Vitaly Valerievich Kolos, acting on the basis of the Charter, as the party of the first part, Swissfertz Vietnam Co., Ltd, represented by Chief Executive Officer Bui Minh Truong, hereinafter referred to as the Buyer, as the party of the second part, collectively referred to as the "Parties", have entered into this Contract as follows: 1. Subject Matter of the Contract 1.1. The Supplier shall produce and transfer the ownership of the Goods (biological products for crop production) to the Buyer in accordance with the Addendum №1 to this Contract, and the Buyer shall accept and pay for the Goods in accordance with this Contract. 1.2 The current terms of supply are determined in the Buyer’s Order agreed by the Parties and specified in the Specification drawn up for each batch of Goods. 1.3. The risk of accidental loss of the Goods, as well as the ownership of the Goods are transferred to the Buyer at the moment, when the Buyer receives the Goods. 1.4.The Parties hereby agree that this Contract is perceived by them as a deal made in the ordinary course of business and is not a high-value deal or a related-party transaction, recognized as such in accordance with the current legislation of the Russian Federation. 1.5. The Buyer purchases the Goods for further sale in Vietnam. In this case, the Buyer has the right to use the trade mark (brand) of the Supplier for the promotion and sale of goods in Vietnam. 2. Terms of Supply 2.1. During the term of this Contract, the Supplier delivers the Goods to the Buyer in separate batches according to the Buyer’s Orders. 2.2. The Buyer’s Order shall contain the name, quantity and price of Goods, terms of payment and delivery time of Goods, as well as bank details of the recipient of Goods (Addendum №2). The Buyer’s Order must be signed by an authorized representative of the Buyer. The Buyer’s Order is sent to the Supplier per email. The Supplier approves or does not approve the Order within 3 business days from the moment when the Order is received, and informs the Buyer about it. 2.3. Each batch of Goods is supplied after approval (signing) of the Specification by the Parties, according to the template approved by the Parties (Addendum №3). Within the framework of each specification, the Goods can be supplied in several batches at the Supplier's discretion within the time specified in the Specifications. The Specification shall be drawn up by the Supplier on the basis of the Buyer’s Order. 2.4. The Supplier shall notify the Buyer that the Goods are ready for shipment within a period of not less than 15 days. The notification shall be sent per email 2.5. Unless otherwise agreed by the Parties, the goods are shipped at the Supplier's warehouse according to the Supplier’s terms and conditions (FCA , located at: Russia, Penza region, Lunino work settlement, 6D Social str.,(Incoterms, 2020). The Supplier transfers the Goods after customs clearance to be picked up by the forwarder, specified by the Buyer, at the Supplier’s warehouse. 2.6. The time of loading and customs registration is no more than 60 hours (in accordance with Item 1, Article 152 of the Customs Code of the Russian Federation). 2.7. The delivery date is considered to be the date, when the Buyer receives or its authorized person receives the Goods in the place of delivery. The originals of the forwarding documents (invoice, packaging list, bill of loading and other documents agreed by the Parties) are handed over at the moment when the Goods are transfered to the Buyer. 2.8. The Supplier shall package the Goods at its own expense (except for cases when it is customary to send the Goods specified in the Contract without a package in this branch of cmmerce) for its transportation. The marking of goods shall be properly carried out by the Supplier, if it is necessary. 3. Price of Goods and Payment Procedure 3.1. The Price of Goods is set in EURO. The Price of Goods is determined in the Addendum №1 to this Contract at the date hereof. The Price of Goods determined in the Specification. The Price of Goods is formed based on the ex-factory price of Goods according the Addendum №1 to this Contract. The total amount of the Contract is 60 000 USD. 3.2.The Supplier is entitled to change the Price of Goods, in which case the Supplier shall notify the Buyer about it no less than 2 (two) months before the changes come into force. The notice shall be signed by an authorized representative of the Supplier and sent to the Buyer per email. The Price of the approved Specification is not subject to changes. 3.3. The terms of payment are agreed by the Parties in the Specification. 4. Quality of Goods 4.1. The Supplier guarantees that the Goods comply with the European quality standards. The Supplier shall provide necessary European certificates to ensure that it is possible to sell the Goods in the European Union. 4.2. The Supplier takes responsibility for the defects of Goods and releases the Buyer from any claims of the final clients, related to the defects of Goods. 5. Acceptance Procedure 5.1. The Goods are accepted in the delivery point of Goods, stated in Item 2.5. of this Contract or any other item, if such is agreed by the Parties in the procedure, described in Item 2.2. of this Contract in the presence of the representatives of the Parties. If defects of the Goods, related to the quality, presence of marking, package integrity, are identified, a corresponding record is made in the forwarding document. The defects of Goods, identified during examination of Goodsm shall be eliminated by the Supplier at its own expense within 10 days from the date when a report of defects is made. 5.2. The Buyer or its authorized representative shall check the quality of Goods and its completeness against the requirement, stipulated in Item 4 of this Contract within 10 (ten) business days from the date when the Goods arrive in the point of destination. 5.3. If upon the arrival of the Goods at the point of destination improper quality and/or supply shortage, violations of the terms of assortment, packaging, marking of Goods are identified, the Buyer shall inform the Supplier about the idetified violations by sending him/her a message in any form per email. 5.4. If the Supplier recognizes the claim of the Buyer, the Supplier shall replace the defective Goods by the Goods with proper quality within 10 (ten) business days or deliver the mssing Goods within the same period of time (if there is a short delivery). The Parties have the right to agree on another method of the Buyer’s claim satisfaction by making an Additional Agreement to this Contract. 5.5. The defected Goods may be replaced by the same Goods or Goods of another assortment with proper quality, as the Parties agree. 6. Force Majeure The Parties shall not be responsible for partial or complete failure to perform their obligations under this Contract if such failure was caused by force majeure arising after the conclusion of this Contract as a result of extraordinary events, which the Parties could neither foresee nor prevent by reasonable measures. Force majeure events which cannot be influenced by the Parties and which origination the Parties shall not bear responsibility for, are, for example: earthquake, flood, fire, strike, government acts or orders of authorized state bodies. The Party referring to force majeure shall immediately inform the other Party about the occurrence of such circumstances in writing, as well as send any proving document to other Party by request. The information should contain the information on the nature of the circumstances, assessment of their impact on the fulfillment of the contractual obligations by the Parties and on the time for the fulfillment of obligations. The Party that fails to perform its obligations under this Contract due to a force majeure shall take all efforts to compensate for the consequences of such failure as soon as possible with due regard to the terms of the Contract. 7. Liabilities of the Parties 7.1. The Parties shall be liable for non-performance or improper performance of the Contract and the deals for the exection of the Contract in accordance with the current legislation of the Russian Federation. 7.2. If the time of shipment and/or delivery of Goods is violated due to a fault of the Supplier, its contracting parties and/or the third parties, which the Supplier attracts to the execution of this COntract, the Supplier shall pay a penalty to the Buyer in the amount of 0.1% of the Price of Goods for each day of the delay according to the corresponding Specification. The payment of the penalty does not release the Supplier from the obligation to compensate for the losses of the Buyer on top of the penalty. 7.3. Shall the delay of the shippment of Goods (except for force majeure) exceed 30 calender days, the Buyer is entitled to unilaterally refuse to perform the Contract by sending a written notification to the Supplier. The above-mentioned notification may be sent as a scanned version of the document to the email address of the Supplier. In this case, the Supplier undertakes to return to the Buyer all the monetary funds, received within the framework of this Contract, within 5 (five) business days from the date when a notificatoin is received, for the Goods, which were not delivered. 7.4. Shall the Buyer violate the terms of payment for the delivered Goods agreed upon in the Specification, the Buyer shall pay to the Supplier a penalty in the amount of 0.1% of the Price of Goods according to the corresponding Specification for for each calender day of delay, but no more than 10% of the price of Goods, which were not paid for on time. The payment of the penalty by the Buyer, stipulated in Item 6.6., does not release the Buyer from the obligation to pay for the Goods according to this Contract. 7.5. The payment of all penalties, fines and forfeits shall be made on the basis of a separately issued invoice nolater than within 10 business days from the date when an invoice was issued. 8. Arbitration 8.1. Any dispute, controversy or claim arising out of or in connection with this Contract or its violation, termination or invalidity shall be resolved by negotiations between the Parties. 8.2. If the Parties cannot come to an agreement by negotiation, the dispute is settled by the Arbitration Court of Moscow and the Moscow Region upon expiry of 10 (ten) business days from the date when a claim was sent. 9. Contract Effect, Contract Termination 9.1. This Contract enters into force when signed by the Parties and is valid until 28/03/2022 or as far as the obligations, taken by the Parties during the term of the Contract are concerned, until the contractual obligations are filfilled. 9.2. Shall none of the Parties declare the intention to terminate this Contract until the term of this Contract expires, it shall be prolonged for a new term. The number of prolongations is not limited. 9.3. Ither Party is entitled to terminate this Contract at any time by notifiyng the other Party about it in writing (per email) at least 30 calendar days before the intended date of termination. 10. Miscellaneous 10.1. Any changes or additions to this Contract shall be effective only if they are drawn up in writing and signed by the authorized representatives of both Parties. 10.2. Any technical, financial, and commercial information related to the execution of this Contract, transferred by the Parties to each other is considered confidential. The transfer of such information to the third parties is possible only if if mutually agreed by the Parties. 10.3. It is permitted to sign this Contract, changes, and additions to it per email, followed by a mandatory exchange of authentic copies via post service within thirty days from the date when it is signed by the Parties. 10.4. All previous correspondence, negotiations or preliminary agreements, in some way or another related to this Contract, shall loose legal effect. 10.5. The Buyer is not entitled to transfer its obligations under this Contract to a third party without a written consent of the other Party. 10.6 The Parties have agreed that the law applied is the law of the Russian Federation. 10.7. This Contract is executed in two original copies – one for each party. Both copies have equal legal force. 10.8. In case of any discrepancies in the text of the Contract, drawn up in the Russian and English languages, the text of the Contract in Russian shall prevail. 10.9. If there is a change of a legal or mailing address, chief executive body, bank details or other details, a corresponding Party shall notify the other Party about such changes by registered letter within 10 days. 10.10 When entering into this Contract, the Buyer undertakes to provide the Supplier with properly certified copies of founding documents, the documents confirming the authorities of a person to enter into this Contract, registration documents. Addenda Price Protocol Buyer’s Order Template Specification Template 11. Adresses and signatures of the Parties Supplier: “BIOERA-MOSCOW”, LLC 129110, Moscow, Gilyarovsky str. 57c4, office 25a. CEO _____________________________Kolos V.V. Buyer: Swissfertz Vietnam Co., Ltd CEO _________________________Bui Minh Truong
Swissfertz Vietnam Co., Ltd.. RICH FARMER CHOICE
