PURCHASE CONTRACT NO.

88103784
DATED 11 November 2023
This contract is made on this date of 11th 2023 by and between:
SELLER
MINH HUY FOOD AGRICULTURE COMPANY LTD.
Group 3, Hamlet 18 Gia Dinh, Bao Quang
Commune, Long Khanh City, Dong Nai,
Viet Nam.
Tel: (+84) 946-666-036 Fax: (+84) 946-666-036
BUYER
FUNASHO SHOJI CO., LTD.
TSK Bldg. 5F, 3-8-2 Tokai, Otaku, Tokyo, Japan
Tel: (+81) 03-5492-3700 Fax: (+81) 03-5492-3700
In witness here of, the Seller and the Buyer agree to conform to the following terms
and conditions:

COMMODITY
08109092 VIETNAMESE RED DRAGON FRUIT
Vietnamese Red Dragon Fruit, Grade I ASEAN Stan 42:2015
a. Exterior: normal, whole, fresh, clean, free of any visible matter, firm, free of
cracks.
b. Smell: normal, without musty and mouldy, free of any foreign smell.
c. Condition: practically free of pests and damage caused by them affecting the general
appearance of the produce; practically free from mechanical and physiological damage
such as low and/or high temperature; free of abnormal external moisture, excluding
condensation following removal from cold storage.
d. Dragon fruit free from GMO
The Seller must submit before loading a carton of 20.5 kg samples (42-44 fruits) which will
be used as reference in case of any dispute in quality for the items not mentioned above such
as shape, colour, taste. The said representative after being approved by them. One of the
samples will be retained by the seller, one by the buyer and one by the inspection company.

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ORIGIN
BINH THUAN, VIETNAM

QUANTITY
10 tons more or less 5 pct. at Buyer’s option at contract price. Seller guarantees the
quota/export license in accordance with the quantity nominated by Buyer.

PACKING
Dragon fruits are packaged in 20.5kg (net) per carton, each carton contains 42-44 dragon
fruits.
All dragon fruits will be packaged within the harvesting day and then will be pre-cooled
before loading onto containers for exporting.
Each fruit is individually wrapped in Styrofoam net to protect the fruit from impacts
during the transportation process. The fruit would be put in batches into a special carton
box for export fruit. Boxes will be put in stacks, secured and ready for loading and pre-
cooling. After packing, Dragon fruit is put in storage (a refrigerated container) for
refrigeration and keeping it cold at 2.2 degrees C to 4.4 degrees Celsius (36 degrees F to
40 degrees Fahrenheit).

MARKING
The necessary markings will be imprinted on the Door End of the container. Additional
markings could be added. As per Buyer’s requirement to be advised by separate fax at
least 14 days before the vessel’s ETA at leading port.

SHIPMENT
January 2024, provided the vessel is presented at loading port in readiness to load cargo
within the shipment period, Seller shall complete loading with and/or after the shipment
period and carrying charges shall not apply Partial shipment/ combined shipment allowed
at Buyer’s option and arrangement.

PRICE
Unit price: USD 1562. /T net shipped weight FOB Stowed and Trimmed Hochiminh
City port, Vietnam, Incoterms 2020.
Total amount: USD 15,620.
Say: US Dollars Fifteen Thousand and Six Hundred and Twenty only.
Styrofoam nets, carton boxes if any, to be at Owner’s/ Buyer’s orders and account.
Shore tally to be at Seller’s arrangement and account.

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Showing and trimming at Seller’s account must be affected to Master’s/ Buyer’s
satisfaction.
Lighterage, if any, at loading port for Seller’s account.
Shipment on deck is not allowed.

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WEIGHT AND QUALITY
10T ± 5% at Buyer’s option.
Less than ten percent by number or weight of dragon fruit satisfying neither requirements
of the class nor the minimum requirements according to the export standards.
FUMIGATION
To be affected on board of vessel after completion of loading (by Methyl Bromide) with
risk and expense to be for Seller’s account. Expenses for crew on shore during
fumigation time, if any, for Owner’s/ Buyer’s account. Maximum 24 hours of fumigation
not to count as laytime.
PAYMENT
By irrevocable L/C to be opened from a first-class bank in Singapore latest by 28 March
2006 and advised to Seller’s nominated bank. L/C is payable at sight for 100 pet of
invoice value against presentation of following shipping documents:
A. Signed commercial invoice
B. Certificate issued and signed by Buyer’s representative, acknowledging receipt of
the original documents plus copies of documents listed below:
1. Full set (3/3) of original clean on board Bill of Lading made out to order,
blank endorsed and marked “Freight Prepaid” plus 06 non-negotiable copies.
2. Certificate of Weight issued by SGS or independent surveyor.
3. Certificate of Quality issued by SGS or independent surveyor.
4. Certificate of vessel’s holds/ hatches cleanliness issued by SGS or
independent surveyor.
5. Certificate of Origin issued by Vietnam Chamber of Commerce and
Industry.

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 6. Fumigation certificate issued by Vietnam Fumigation Company of Ministry
of Agriculture and Rural Development or by independent surveyor at Buyer’s
option.
7. Phytosanitary certificate issued by Plant Protection Department of Ministry
of Agriculture and Rural Development.
8. Non GMO certificate issued by independent surveyor.
9. Radiation certificate issued by independent surveyor or competent authority.
10. Health certificate issued by independent surveyor or competent authority.
11. Packing list.
12. Tally report issued by SGS or independent surveyor.
13. Copy of fax advising Buyer of shipment particulars within 01 working day
after completion of loading.
Other documents, if any, as per L/C requirement and amendment.
C. Copy of documents listed in items (1) to (13)
Third party documents and Charter Party B/L acceptable. All banking charges inside
Vietnam are or Seller’s account. All banking charges outside Vietnam are for Buyer’s
account.
LOADRATE
1,500 MT per WWD SHEX EIU basis 04 workable cranes/ derricks/ hooks or pro-rata
DEMURRAGE/ DESPATCH
Demurrage/ dispatch rate as per governing Charter Party to be advised to Seller upon
nomination or vessel or latest before vessel’s arrival at loading port. Demurrage/ dispatch
money to be settled directly between Buyer and Seller within 21 days after submission of
supporting documents.
NOTICE
Ship’s master/ owner/ agents will advise vessel’s ETA and her particulars to Seller 3 days/ 2
days/ 1 day before vessel’s estimated arrival at loading port. Seller shall plan cargo arrival at
loading port according to vessel’s schedule. Buyer shall not be responsible for barges
demurrage and/or carrying charges and/or cargo quality deterioration, if any should
Seller’s cargo wait for the vessel.
BERTH/ISPS
Buyer shall nominate seaworthy suitable for rice in bags within draft restriction of
loading port. Seller undertakes to provide a suitable and safe berth/ buoy for loading of
Buyer’s vessel at Hochiminh City port where Buyer’s vessel may proceed to, lie and
depart therefrom, always safely afloat. Seller warrants that the designated loading berth/
anchorage is safe and facility is ISPS certified and all costs/ damages resulting from non-
compliance (facility/berth not ISPS certified) will be for account of Seller.

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LAYTIME
In case N.O.R is tendered before noon time on a working day, laytime commence to
count the same day at 13:00 hrs. in case N.O.R is tendered after 13:00 hrs, laytime to
commence the next working day at 8:00 hrs. N.O.R can be tendered by cable/ telex/ fax
bu ship’s master/ owners/ agents WIBON, WIPON, WIFPON and/or WICCON, even in
case of port congestion. Time from 12:00hrs on Saturday to 07:00 hrs on Monday not to
count as laytime. Time used during holds survey not to count as laytime. If vessel is
declared unclean by independent surveyor, time lost in cleaning vessel holds/ hatches
until she is confirmed clean by surveyor not to count as laytime. Pro-rata will be applied
if a number of holds only need cleaning.
EXPORT QUOTA/ LICENCE
Seller navigated the quota system to ensure their exports aligned with the designated
limits for dragon fruit. Seller shall pursue the necessary export licenses, ensuring
adherence to the laws and regulations of the importing countries. The issuance and/or
extension of quota/export license once the vessel is nominated within contractual
shipment and the resulting costs and consequences shall be for Seller’s risk and account.
Failure to obtain the necessary certifications and licenses shall be deemed a breach of
contract and shall entitle the buyer to cancel the order, seek damages or penalties, or take
any other legal actions deemed necessary.
DUTIES AND TAXES
In accordance with the trade agreement, Seller has responsibility for all export duties,
customs duties, and any applicable charges directly linked to the export of the cargo. The
buyer shall be responsibly tasked with the freight tax.
INSURANCE
the insurance coverage for the fruit shipment is to be arranged by the end buyers in
accordance with the dispatch agreement stipulation.
TITLE AND RISK
Seller shall deliver the shipment to the vessel nominated by the buyer or the buyer's
shipping agency. Once the cargo is on board the vessel, the title and risk of loss
concerning the sold fruits transitions from seller to the buyer. from the moment the cargo
crosses the vessel's threshold, the buyer assumes ownership and bears the associated risks,
including potential loss or damage.
FORCE MAJEURE
by principles reminiscent of GAFTA 120.
ARBITRATION
As per the terms inscribed similar to GAFTA 125, any disputes arising from the dragon
fruit trade agreement could be subject to arbitration.
GOVERNING TERMS
The governing terms of the dragon fruit trade agreement would be explicitly outlined to
govern the relationship between the Buyer and the Seller. This commitment would

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include a pledge to refrain from seeking price revisions, shipment delays, or other
alterations to the agreed-upon terms and conditions, fostering stability and predictability
in the business relationship. All other terms, not conflicting with the identified terms,
would follow the principles established in GAFTA 120.

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SPECIAL CONDITIONS
Should the Seller fail to deliver the agreed quantity of pristine dragon fruit on the vessel
designated by the Buyer within the stipulated shipment period, for any reason
whatsoever, the Seller shall pledge to compensate the Buyer with a penalty amounting to
100% of the contractual value, in addition to any deadfreight incurred.
In the rare event of any shortfall in the delivered quantity of luscious dragon fruit upon
the Buyer's designated vessel within the agreed shipment period, attributable to any cause
under the heavens, the Seller shall be bound to indemnify the Buyer with a penalty
equivalent to 100% of the value of the shortfall quantity at the contracted price, alongside
any associated deadfreight and arising costs. This penalty shall be seamlessly deducted
from the Letter of Credit (L/C) proceeds upon the dispensed payment.
The Seller, in a ceremonial act akin to an ancient scroll, shall signify their solemn
acceptance of these contractual terms by affixing their signature or seal upon this ethereal
Contract, and expeditiously transmit it back to the Buyer within a celestial span of 2 lunar
cycles.
Documents by fax/ e-mail by attachment are deemed as original and legally admissible.

BUYER SELLER

FUNASHO SHOJI CO., LTD. MINH HUY

FOOD

AGRICULTURE

CO., LTD.