Agreement for the International Sale of Goods from India

This Agreement is made this 25th day of November 2011

BETWEEN ......, (seller’s full name), a Company

registered under the (Indian) Companies Act, 1956 having its registered office at
Sharp ........, India (full address) (‘Seller’)

AND M/s ........... (buyer’s full name) a Company registered under the

Turkish Companies Law having its registered office at ..........

..................TURKEY (‘Buyer’)

WHEREAS:

A. Seller, being resident of India, has its manufacturing units located at XYZ and
ABC with production capacity of 20 MT and 40 MT of Menthol Crystals respectively
and offered to sell goods of the type and quality as per sample/s of goods provided
by Seller to Buyer in accordance with the agreed standard.

B. Buyer wishes to purchase said goods from Seller. However, Buyer is in a special
position of disadvantage by, among other, residency in a foreign country.

C. The Seller agrees to sell to the Buyer and the Buyer agrees to buy from the
Seller, MENTHOL CRYSTAL (BP/USP) of 8000 kgs quantity at the price of 35.00
US$ per kg (hereinafter referred to as the said 'goods') C.I.F. for December –
January 2012 shipment.

C. The parties seek to mitigate Buyer’s said position of disadvantage by certain

terms and conditions in this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:-

1. STANDARD AGREEMENT

Seller and Buyer call this Agreement the “Standard Agreement”. Any reference to the
Standard Agreement in any communication between Buyer and Seller is a reference
to this Agreement.

2. HEADS

Seller shall sell, transfer and deliver to Buyer the property described in Clause 5
(‘Goods’) for the price set out in Clause 4 (‘Purchase Price’), on the terms and
conditions hereof, including:

(a) Delivery shall be Incoterm CIF .. UK (name of discharging port). Delivery of the
Goods from Seller to Buyer shall occur at the moment the Goods reached to
discharging port (‘Delivery’).

(b) Delivery target date is 25th January 2012 (“Delivery Target Date’).

(c) To enable the Delivery Target Date, Seller warrants, represents and undertakes
to properly dispatch the Goods from its premises to the loading port on or before 11th
December 2011 (‘Consignment Date’).

(d) In respect of Delivery and risk:

(i) The Seller- will engage space in a ship at the port of shipment and Intimate the
name of the ship and her expected date of arrival in any port in India.

(ii) The Seller will enter into a contract of affreighment with the owner of the ship for
transporting and delivery of the said goods at the London port in UK.

(iii) Marine Insurance:

The Seller shall also obtain a Policy of Insurance for the value of the said goods
upon the current terms and make out an invoice against financial loss or expenses
incurred resulting from any of the risks and hazards which are defined in the policy
document.
(iv) The Buyer shall open a Letter of Credit through its Bankers for the agreed price
of the goods and including the freight, insurance and other charges in favour of the
Seller's Banker viz Bank of MYX , Main Branch, ABC.

(v) The Seller shall ship the goods in the ship and despatch the documents relating
to the said goods namely the contract of affreighment, insurance policy, invoice. bills
of lading etc. to Its Bankers at the port of arrival.

(vi) Receipt by Buyer of true copy of the Bill of Lading shall be prima facie evidence
of Delivery;

(vii) The said documents duly endorsed in favour of the Buyer will be handed over to
the Buyer's Bankers against encashment of the Letter of Credit and the Buyer will
receive the same from Its Bankers to enable the Buyer to get the goods cleared at
the port of arrival. Such delivery of documents will be deemed to be delivery of the
goods to the Buyer and thereafter the goods will be at the risk of the Buyer.

(viii) All risk and cost after Delivery is Buyer’s own cost and risk.

(e) In respect of identification of the Goods and subject to Clause 5:

(i) The Goods must conform with the Sample/s previously provided by Seller to
Buyer identified in Clause 5 (a);

(ii) The said conformity shall be determined by the Buyer inspecting and comparing
the Goods with the Sample/s prior to Consignment Date (‘Pre-shipment Inspection’);

(iii) Seller, at his cost, must obtained the Health certificate from the Competent
Authority in India (Export Inspection Agencies) stating that the goods does not
contain any hazardous material and is fit for human consumption as per the
proforma annexed.
(iv) Buyer, at own cost, may also conduct the Pre-shipment Inspection during normal
business hours no later than three (3) working days after notification by Seller to
Buyer that the Goods are ready for such inspection;

(iv) Upon Pre-shipment Inspection the Goods shall be identified and appropriated by
Buyer to the performance of this Agreement;

(v) Deliberate failure by Buyer to conduct the Pre-shipment Inspection shall

constitute irrevocable identification and acceptance of the Goods by Buyer;

(vi) Unless or until otherwise advised, Buyer’s representative to conduct the Pre-
shipment Inspection is:
Mr John: .....+ (Insert full name and contact detail of Inspector)

(vii) It will be the responsibility of the Buyer to obtain license for the Import of the
goods In its country and to pay all the custom duties, import duties and other
clearance charges for clearing the goods from the ship and carrying them to its
factory or godown.

(viii) Similarly it will be the responsibility of the seller to take out an export License if
required by the law of its country and to pay all charges for transport and shipment of
the said goods.

Labelling of Goods: Each drum should be labelled with the following details-
Product Name, Batch No., Mfg date, Expiry Date, Invoice No, Drum nos, Net weight
and gross weight.

(f) Buyer shall pay to Seller:

(i) A security deposit in accord with the meaning of security deposit in Article --- of
Indian Contract Law in a sum equal to 10% of the Purchase Price within two (2)
business days of satisfactory placing the order (‘Security Deposit’);

(ii) The Buyer shall open a Letter of Credit through its Bankers for the agreed price of
the goods (90%) and including the freight, insurance and other charges in favour of
the Seller's Banker;

(iii) Buyer shall pay the remaining amount after receiving the original bill of lading &
other documents. Buyer will hand over these documents to the Buyer's Bankers
against encashment of the Letter of Credit and the Buyer will receive the same from
Its Bankers to enable the Buyer to get the goods cleared at the port of arrival.

3. SELLER’S Bank Details

Detail of the Seller’s Bank into which the Buyer shall pay all monies payable under
this Agreement is:
_______________Bank of MYX_____________

4. PURCHASE PRICE

Total of all monies payable by Seller to Buyer for or in relation to the Goods is US$
280000 calculated by:
@ US$ 35.0/kg as the Cost + Insurance + Freight ____________ (‘Purchase Price’)

5. DESCRIPTION AND IDENTIFICATION OF GOODS

(a) The Sample/s referred to Clause 2 (e) is/are described and identified as:
MENTHOL CRYSTAL BP/USP (SHARP BRAND) manufactured from extracts of
Mentha Arvensis; Material Code 120030000 with purity 99.7% and Shelf life of
minimum 5 years (‘Sample/s”)

(Insert sufficient to remove any doubt about exact identity of sample/s)

(b) The Goods shall comprise 320 units of the same merchandisable type, quality
and volume as the Sample/s and shall comply with the Standards and all other
warranties, representations and undertakings in Clause 6 (b). Additional or extra
items, if any, consist: _________ (‘GOODS’).
(c) The Goods also consist packaging of each unit comprising the Goods together
with proper boxing of the Goods necessary for shipment, being:
Paper drums of 25 kgs capacity duly sealed with Aluminium Seal having a tare
weight of 4 kg approx_________________________________ (‘Packaging’)

(Describe packaging for both individual units and shipping boxes)

(d) Further to Clause 2 (e), the Goods shall be identified and appropriated to the
performance of this Agreement by Buyer only during or forthwith after the Pre-
shipment Inspection, where:

(i) The Buyer shall inspect the Goods for compliance under Clause 5 (b);

(ii) Such inspection and comparison shall exclude examination and tests of a
technical nature in which respect Buyer absolutely relies on each warranty,
representation and undertaking made by the Seller hereof.

(iii) Upon satisfactory inspection the Buyer shall mark the Goods and/or packaging
with a mark of its choice and shall be entitled to watch over dispatch of the Goods
from the seller’s premises;

(iv) By making the said markings the Goods shall thereby be appropriated to the
performance of this Agreement.

(e) To enable meeting the Consignment Date, Seller shall immediately replace any
units notified by Buyer as not reasonably conforming with the Sample/s and/or
immediately rectify any unreasonably faulty packaging.

(f) However, if more than 25% of the units comprising the Goods are found by Buyer
to be non-conforming on Pre-shipment Inspection, Buyer may at its discretion
terminate this Agreement or request specific performance.

(g) Buyer warrants, represents and undertakes to Seller to not unreasonably refuse
to appropriate any part of the Goods to the performance of this Agreement.
6. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

(a) Seller acknowledges that Buyer has no understanding, or very limited

understanding, of the technical nature of the units comprising the Goods and
accordingly is not in a position to assess whether the Goods are capable of causing
loss or damage to end consumers and/or users or meet the standards required in the
Buyer’s country.

(b) Seller warrants, represents and undertakes to Buyer that at time of Delivery each
unit or product comprising the total Goods shall be free from defects, fit for their
intended use and life expectancy, of merchantable quality, comply with all applicable
laws and safety and quality standards and conform in all respects to the quality,
reliability and safety standards of:
______BRITISH PHARMACOPIA OR US PHARMACOPIA _as per annexure II
_____________________________________(‘Standards’)(Insert Standard of the
country applicable to the Goods)

(c) Any unit comprising the Goods later found to not reasonably comply with Clause
6 (b) and in particular with the Standards is hereby deemed a defective product
(‘Defective Product’).

(d) Seller warrants, represents and undertakes to Buyer that the Goods shall comply
with the standards imposed from time to time by the relevant government
departments or trade organizations in India and that Seller holds all licenses and all
other authorisations necessary to manufacture, sell and export the Goods necessary
to meet the Consignment Date.

(e) Seller warrants, represents and undertakes to Buyer that neither the Goods nor
the manufacturing process of the Goods infringe or will infringe the intellectual
property rights or any other rights of any third party.

(f) Seller warrants that at the time of entering this Agreement, Seller neither knows
nor has reason to know of the existence of any outstanding title or claim of title
hostile to the rights of seller in the Goods

7. Seller acknowledges that Buyer relies on each of Seller’s warranties,

representations and undertakings hereof to enter into this Agreement. In particular
Seller acknowledges that Buyer would not have entered into this Agreement but for
the Seller making each warranty, representation and undertaking hereof.

8. DEFECTIVE GOODS REPLACEMENT AND/OR REPAIR

Notwithstanding any inspection or approval by Buyer of the Goods by Pre-shipment

Inspection or otherwise:

(a) Seller, at own cost, shall forthwith repair or replace any unit or product or part
thereof which shall within ONE year of Delivery prove to be a Defective Product.
Seller shall bear all inward and outward freight costs of repairing and/or replacing
any Defective Product.

(b) Seller’s liability under Clause 8 (a) excludes:

Any change in the labelling of goods once P.O. is raised or Goods not handled
properly in transit or storage

9. INDEMNIFICATION AND LIABILITY

Seller warrants, represents and undertakes to Buyer to fully indemnify, defend and
hold Buyer harmless from and against any liabilities, suits, causes of action, claims,
costs or expenses (including legal costs) arising from any breach or claimed breach
of Seller’s representations, warranties, obligations or terms under this Agreement
including all incidental or consequential damages and anticipated or projected
profits.

10. LATE DELIVERY

(a) Seller acknowledges that Buyer will suffer commercial loss and damage for late
delivery of the Goods caused by the Seller.
(b) Seller agrees to compensate Buyer for late delivery of the Goods in these events:

(i) Dispatch of the Goods from the Seller’s premises later than the Consignment
Date, and/or

(ii) Delay in CIF Delivery Target Date through Seller’s fault.

(c) The sum of compensation shall equal one percent (1%) of Purchase Price for
each one day of delay caused by Seller for a maximum of thirty (30) days / 30%.

(d) The Purchase Price shall be credited with the sum of any compensation payable
by way of either reducing the Purchase Price by a sum equal to the sum of
compensation or by deducting the sum from any Invoice issued by Seller.

11. FORCE MAJEURE / ACTS OF GOD

(a) Seller shall be excused from any liability, loss or damage to Buyer or any other
person or party for failure to manufacture or deliver, or any delay in delivery, arising
from catastrophic events beyond Seller’s control such as acts of God, war, riot,
embargoes, fires, floods, earthquakes and the like.

(b) Under such circumstances Seller is still under the obligation to take all necessary
measures to hasten Delivery of the Goods. In case the emergency lasts for more
than 8 weeks, Buyer shall have the right to terminate this Agreement whereupon
Seller shall forthwith reimburse Buyer for any money paid by Buyer to Seller in
relation to non-Delivery of Goods.

12. EVENTS OF FUNDAMENTAL BREACH

Each of the following events is a breach of fundamental conditions of this

Agreement:

(c) If Buyer fails to pay the Security Deposit or the Purchase Price or any part thereof
within the any time specified in Clause 2 (f).

(d) If 25% or more of the Goods are found by Buyer to be non-conforming during the
Pre-shipment Inspection.

(e) If Seller fails to replace any non-conforming part of the Goods within seven (7)
days of request by Buyer after the Pre-shipment Inspection.

(f) If Consignment Date or Delivery Target Date are exceeded by more than 30 days
by fault of the Seller.

(g) If either party fails to comply with full and proper request for specific performance.

(h) Any other event as might be reasonably constructed to constitute a breach of any
fundamental condition of this Agreement.

13. RIGHTS UPON FUNDAMENTAL BREACH

(a) The injured party shall be entitled to terminate this Agreement at any time
following any event in Clause 12.

(b) If Buyer fails to make the 30% balance of Purchase Price referred to in Clause 2
(f), title in the Goods shall revert to the Seller in which event Seller shall be entitled to
collect the Goods at the port of destination and dispose of the Goods at its discretion
without prejudice to Seller’s other rights under this Agreement,

(c) If, by fault of the Seller, Consignment Date or Delivery Target Date is exceeded
by more than 30 days, Seller shall return the Security Deposit to Buyer within seven
(7) days of termination of this Agreement together with the additional sum payable in
respect of double payment of Security Deposit provisions under ICC Rules, Paris
without prejudice to Buyer’s other rights under this Agreement.

14. ARBITRATION
Any dispute arising from or in connection with this Contract shall be submitted to the
International Chamber of Commerce (ICC), New Delhi for arbitration which shall be
conducted in accordance with the ICC arbitration rules in effect at the time of
applying for arbitration. The arbitral award is final and binding upon both parties.
And,

(a) The place of arbitration and/or hearing shall be the domicile of India, and

(b) The language of the arbitration shall be English, and

(c) The arbitration shall be conducted by a sole arbitrator, and

(d) The parties jointly appoint the sole arbitrator, and

(e) The nationality of the arbitrator shall be determined by the Chairman of

International Chamber of Commerce (ICC), New Delhi, and

(f) The applicable law of contract shall be United Nations Convention On Contracts
For The International Sale Of Goods, 1980 (‘CISG’) save that all matters concerning
the Security Deposit shall be determined by reference to ICC rules, and

(g) The arbitration shall be conducted by Summary Procedure, and

(h) In respect of any Third Party claiming against the Buyer for loss and/or damage
arising from faulty Goods, the Seller consents to Buyer joining the Third Party into
the arbitration proceedings and/or for the Buyer to assign any of its litigation rights
arising from this Contract to Third Parties, and

(i) The parties hereby consent, upon any request by the arbitrator to submit to
mediation, to use their best endeavors to resolve all disputes within 28 days of such
request.

15. CONTINUING AGREEMENT AND TERM

Without prejudice to any term or condition concerning purchase of the Goods under
this Agreement, the parties presently intend that the Seller shall sell, transfer and
deliver to Buyer more of the same, or similar, sorts of property described in Clause 3
(‘Further Transactions’), in which event/s:

(a) The terms and conditions of this Agreement shall apply to all Further
Transactions save for only necessary amendments to Purchase Price and
Consignment and Delivery Dates and like detail.

(b) Such necessary amendments may be made by email or other electronic

communication without need to sign further agreement.

(c) The execution of this Agreement constitutes execution of the agreement for the
Further Transactions save for only the said necessary amendments.

(d) This Agreement shall be effective from the date first above written and shall
remain in force until the earlier of valid termination or on the first anniversary after no
Further Transactions occur.

16. EXECUTION, ATTEMPTED PERFORMANCE, DATE OF AGREEMENT

(b) This Agreement may be executed in one or parts by the parties on separate
counterpart or facsimile copies each of which when so executed by any party shall
be an original but all executed or counterpart or facsimile copies shall together when
delivered constitute one and the same agreement.

(c) In particular, execution and exchange by facsimile of only the signatory page last
appearing in this Agreement constitutes acceptance of and agreement to each
preceding page in this Agreement.

(d) Notwithstanding any lack of execution or other perceived irregularity in form of

this Agreement, any attempted performance of this Agreement shall establish the
existence of this Agreement in respect of both the Goods and any Further
Transactions.
(e) Any Pro Forma Invoice, Invoice or other document concerning the Goods or
concerning Future Transactions are issued pursuant to only this Agreement.

(f) Notwithstanding any different dates in counterparts in the date first written above,
the date of this Agreement is the earliest date by which both parties had agreed to
enter this Agreement in which respect any relevant correspondence shall establish
the date.

17. SEVERABLE TERMS

The illegality, invalidity or unenforceability of any part of this Agreement shall not
affect the legality, validity or enforceability of any other part of this Agreement.

18. Buyer may assign the benefit of any provision in this Agreement without the prior
written consent of Seller.

19. ACKNOWLEDGEMENT OF UNDERSTANDING

The Parties acknowledge to each other that they have read and understand each
Clause set out in the preceding pages of this Agreement and that such, together with
this Clause, constitutes the whole of the terms and conditions of this Agreement.

In witness whereof, the parties have executed this agreement at NEW DELHI, INDIA
(insert city and country of execution by the different parties) the day and year first
above written.

_________________________ ___________________________

Buyer’s Signature Name and Capacity of Signatory (please print)

_________________________ ___________________________

Seller’s Signature Name and Capacity of Signatory (please print)

--------------------------------------------------------------------------------

Now in order to execute the above International Contract of Sale, following contracts
shall also emerge:

1. 3PL Contract (Third Party Logistics) : In order to deliver the goods from
manufacturing place to the discharge port at the destination country, the seller
will hire the 3rd party who will take all the responsibility for shifting the goods,
thereby reducing the burden of the seller. Hence, the contract will be made
between seller and an independent party (company).

2. Charter Party Contract: Now this 3rd party may or may not have their own
means viz. trucks, ships etc for carrying the goods. In the event of not having
the same , the 3rd party hire the ship/trucks with the shipping / transporting
company i.e. charter party contract.

3. Bill of Lading (BOL): It is a document that establishes the terms of a contract

between a shipping company (or its agent) and the exporter/shipper (or agent,
such as a freight forwarder). Within this contract, it is agreed that freight is to
be moved between specified points for a specified charge. The BOL is
normally completed by the exporter on forms issued by the shipping carrier.
The BOL serves as a document of title, a contract of carriage, and a receipt
for goods. The BOL also describes the kind and quantity of goods being
shipped (such as the number of packages, the weight and consignment
dimensions), the shipper (or exporter), the consignee (the person or firm to
whom the goods are being shipped), the ports of loading and discharge, and
the carrying vessel.

Key points of BOL

 The BOL is a legal contract between the shipper (normally the exporter) and
carrier (the shipping line represented by the ship’s master or shipping line
representative)
 As a legal document, the BOL plays an important role in releasing payment
from the bank in conjunction with the Letter of Credit
 A BOL is a document issued by a carrier, e.g. a ship's master or by the
carrier’s shipping department, or a representative of either of these two
 The BOL must be signed or authenticated by the person issuing the document
 The BOL must name the ship/vessel carrying the goods
 The BOL does not afford the holder of the document any ownership of the
goods listed in the document (it is not a negotiable document)
 The BOL acknowledges that specified goods have been received on board as
cargo for conveyance
 The BOL specifies both the ports of loading and discharge
 The BOL normally has a named consignee
 The BOL will specify the goods to be conveyed, their number, weight and
volume
 BOLs are usually issued in three originals; one for the exporter/shipper, one
for the shipping line and one for receiver/consignee of the goods.

4. Marine Insurance: Because of the enormous risks involved in international

trade, it has become a core part of the international trading process for the
parties involved to insure their respective risks. One of the major risks that
international traders (exporters and importers) face is the risk of damage or
loss during the trasnportation process. This is where marine insurance comes
into play. 'Marine insurance' is thus the term used to described the insurance
taken out to cover the risks involved in all forms of transportation, for example,
sea, road, rail and air, from the point where the goods are loaded onto their
first form of transport until they arrive at their final destination.

The marine insurance contract is a contract of indemnity. The insurer (the

marine insurance company), undertakes to indemnify the assured (the policy
holder) against financial loss or expenses incurred resulting from any of the
risks and hazards which are defined in the policy document. The insurer will
define his liability in such a manner that he does not become responsible for
loss or damage resulting from any misconduct of the assured. The assured
must therefore take reasonable steps to protect the goods/cargo from any
potential hazards by ensuring that the cargo/goods are packed, labelled and
stored correctly.