Sales Contract Agreement

This agreement, entered on the day of November 2, 2018 by and between PT. CELS
CHOCO INDONESIA, a company that should be organized and is under Indonesian law and has a
business headquarters in Jakarta, and Karawang, Indonesia (hereinafter referred to as "Seller")
and Barry Callebaut Chocolate Asia Pacific Pte Ltd, a company organized and under Thai law who
regulates the Buyer and has a business headquarters at the Buyer address (hereinafter referred
to as "Buyer").
WITNESS THAT:
WHEREAS, Seller develops and manufactures Chocolate Products (defined below);
PT. CELS CHOCO INDONESIA operates in the production of chocolate. With the licensed CELS
Brand. The CELS production facility is located in Karawang, West Java. The company was
founded in 2012 and based in Jakarta, Indonesia. WHEREAS, the Buyer wishes to purchase
Products from the Seller, and the Seller wishes to sell the Product to the Buyer. NOW, BY THE
BECAUSE, it is agreed between the parties as follows:
Article 1
Aim
1. The buyer agrees to buy and the Seller agrees to sell 180,000 pcs of chocolate from various
varian and flavours (individually wrapped and vacuum sealed; hereinafter referred to as
"Products"), on the following contract price and on the following terms and conditions set.
Contract Price: 21,600 DOLLAR Singapore
2. The product must be sent along with the identification related to the RMNS.
3. The trade terms for Contract Prices are CIP (including costs, insurance and shipping) in
accordance with the 2000 International Commercial Provisions in the country that regulates the
Buyer, and the Contract Price cannot be changed for any reason unless this Agreement is
amended in accordance with Article 19.2.
 Article 2
Payment Terms
The buyer must pay the Contract Price to the Seller in DOLLAR on or before November
9, 2018 by transfer to the following bank account designated by the Seller.
Bank Name: Bank BCA Indonesia
No. Savings Account: 58652243180
Account Holder: PT. INDONESIA CELS CHOCO
Article 3
Delivery
Products will be sent to the destination specified by the Buyer, namely to Singapore
(hereinafter referred to as "Destination") through international courier services within 10 days
after the full payment date of the Contract Price (hereinafter referred to as "Delivery Deadline")
according to CIP according to compliance with the Terms International Commercial 2000, unless
agreed in writing.
Article 4
Tax
Both parties to this Agreement will pay for any and all taxes imposed by law by each
country above or because of the Product.
Article 5
Packing and Others
The buyer must provide the Seller with the instructions necessary for the original
inscription, packing, marking and / or other arrangements, with sufficient time to prepare for
the shipment of each Product, if it fails, the Seller will be permitted. Export packaging that is
consistent with market standards and habits for the Product, will be deemed acceptable by
both parties in this Agreement.
 Article 6
Product Check
1. The buyer must inspect the product and check whether there are defects that can be observed
from their appearance (not including those that clearly do not affect the quality of the product
such as damage or change in shape of the carton box) such as damage to the wrapper or jaitan
on the shoe. the day after the Product arrives in Singapore and notifies the Seller about the
results of the inspection by fax, email, or in any written form (hereinafter referred to as
"Inspection Result Notification.") The buyer will then return the defective Product. In any event
The product is deemed defective, the Buyer can collect the Seller for costs arising from the
return shipping. In the event that the Audit Result Notification is not sent to the Seller within
thirty (30) days after the arrival of the Product at the Destination, the Product is deemed not to
have a defect that can be observed from its appearance.
2. The seller must immediately send a non-defective replacement product at his own expense
with the return of the defective product if the returned product is reported to have a defect in
the Inspection Result Notification.
Article 7
Title
Product risks and property rights will be transferred from the Seller to the Buyer when
the Product is delivered by the Seller to the international courier service company stated in
Article 3 in accordance with the CIP of the trade term.
Article 8
Prohibition of Product Transfer
The Buyer may not transfer Products to any third party with or without compensation,
without the Seller's prior written consent.
 Article 9
Guarantees and Claims
1. The seller must guarantee to safeguard the stability of the product by continuing to measure
the components included in the product sample that the seller keeps.
2. In the event that the Seller believes that he will not be able to guarantee the quality of the
Product, the Seller must notify the Buyer without delay, and send a substitute Product whose
quality can be guaranteed to the Buyer at the Seller's sole cost. This will be the only and
exclusive provision that establishes the responsibility of the Seller regarding the collateral
stated in the previous paragraph. The seller has no other obligations relating to the guarantees
mentioned in the previous paragraph.
3. The Seller does not guarantee the Buyer that the use of the Product or use, etc. From the
measurement method where the product is used does not violate intellectual property rights
such as patents, utility models, designs, trademarks, and copyrights of any third party.
4. The seller is not responsible for compensating the Buyer for the loss or damage caused by the
Buyer, which is caused by the storage or use of the Product in an inappropriate manner.
Article 10
Default
The buyer is responsible for the consequences arising from failures or delays in the
obligations specified in this Agreement. In the event that the Buyer fails or delays in complying
with the provisions of this Agreement, the Seller has the right to resell or store Products that
fail to pay for the account and at the Buyer 's risk.
Article 11
Termination
This agreement must be terminated without requiring one party to this agreement to
notify the other:
a) Without prejudice to damages or legal damages that may be the right of the aggrieved party,
in the event that one of the parties to this agreement substantially fails to comply with one
of the provisions of this Agreement and fails to correct the violation or violation within thirty
 (30) days after being notified in writing about the matter and the other party experiencing
loss or damage caused by the violation or violation and wants to end this Agreement.
b) In the event that the Purchaser or affiliated party thereof has submitted a Buyer bankruptcy,
civil rehabilitation, corporate reorganization, protection of its assets, all other processes
relating to bankruptcy, or the commencement of procedures for dissolution or liquidation.
Article 12
Notification
1. All notices, bills, and other communications relating to this Agreement that are given from one
party to another, must be made in writing (including e-mail) in English unless otherwise agreed
between the parties, and sent by prepaid airmail prepaid. or facsimile or email, or personal
delivery, to the address that was first written above or another address notified by the recipient
in accordance with this article.
2. All notices, billing, and other communications mentioned in the previous paragraph are
considered to be received after receipt if delivered in private, after delivery confirmation if sent
by facsimile or email, and seven (7) days after receipt by the post office if sent by registered
airmail.
Article 13
Arbitration
All disputes, controversies or differences of opinion that may arise between the parties
to this Agreement, outside, in connection with or in connection with this Agreement, will
ultimately be settled by arbitration in English in Osaka, Japan in accordance with the Rules of
Commercial Arbitration of the Japanese Commercial Arbitration Association. Any award given
by the arbitrator will be final and binding on both parties.
Article 14
Force Majeure
No party here is responsible for compensating other parties for any loss or damage that
might be caused due to failure or delay in fulfilling obligations under this Agreement insofar as
such failure or delay is caused by export restrictions, refusal to issue export licenses, actions
God, war, blockade, embargo, rebellion, mobilization or other acts of government authority,
riots, civil unrest, conditions such as war, strike, locking, shortage or control of electricity
supply, epidemics or other epidemics, quarantine, fire, floods, tidal waves , hurricanes,
hurricanes, hurricanes, earthquakes, flashes, explosions, or other causes, anything beyond the
control of the Seller or Force Majeure, provided that the cause exists.
Article 15
Severability
If one of the provisions of this Agreement is deemed illegal, unenforceable or invalid or
cannot be carried out by a court or other authorized organization, illegality, invalidity and
invalidity will not affect the legality, enforcement and validity of the remaining provisions of this
agreement.
Article 16
Language
This agreement is only made in English. Every translation here in any language, including
Thailand, Vietnam will be considered solely as reference material. In the event of an argument
relating to inconsistency or differences in the interpretation of this Agreement, the English
version will apply in all respects.
Article 17
Governing Law
This agreement must be in accordance with and interpreted according to Japanese law
regarding all matters including the validity, interpretation and performance thereof.
Article 18
Limitation of Seller Liability
The total aggregate liabilities that must be borne by the Seller will not exceed the total
compensation received by the Seller under this Agreement.
The Seller will not be liable to the Buyer for special or consequential damages, including but not
limited to, profits lost, loss of use, and replacement costs, which are caused by Seller
negligence, breach of contract, or any other cause.
 Article 19
All Agreements and Amendments
1. This agreement supersedes all previous negotiations, written communication, understanding
and agreements relating to the subject of the agreement between the parties to this
Agreement.
2. This agreement cannot be amended or changed in any way other than a written agreement
between the authorized representatives of each party in this Agreement after the date of
execution of this agreement.

IN WITNESS WHEREOF, the parties to this Agreement have made this Agreement executed in
two copies by their representatives or persons authorized to carry out this Agreement so that
each party has one copy.
PT. CELS INDONESIA CHOCO BARRY CALLEBAUT CHOCOLATE ASIA PACIFIC PTE LTD
Company owner Company owner