DEED OF AGREEMENT

(OEM)
This Deed of Agreement is made at Dhaka on the 2nd January, Two Thousand Twenty-One of the Christian Era.
BETWEEN
Sohel Enterprise. Represented by Managing Director Yasir Arafat, having its offfice at, Maligacha, Tebunia, Pabna, (Hereinafter called the “1st Party” or “Manufacturer”
which expression shall, unless excluded by or repugnant to the context include their heirs, successors, legal representatives, executors, administrators and assignees) of the one part.
And
Rio Food and Beverage Ltd. Represented by its Managing Director, Sazzadur Rahman Kanon having its office at, House no. 34, Road no. 115, Gulshan, Dhaka- 1212,

(Hereinafter called the “2nd Party” or “Client” which expression shall, unless excluded by or repugnant to the context include their heirs, successors, legal representatives, executors,

administrators and assignees) of the other part.

WHEREAS

A. The 2nd Party is interested to purchase products as manufacturing contract basis (formula approved by BSTI to 1st party where BSTI mandatory, 2nd party formula is not
allowed) and the 1st party has agreed to supply the same on contract basis.

B. The 1st party has agreed with the 2nd party that the 1st party shall manufacture the products in its factory as it is approved by BSTI to produce by Sohel Enterprise and sell to
the 2nd Party upon the terms and condition hereinafter appearing/appended.
NOW THEREFORE IT IS HEREBY DECLARED AND AGREED BY AND BETWEEN THE FIRST PARTY AND THE SECOND PARTY AS FOLLOWS

1. All supplied products will be on “RIO” Brand basis. Manufactured by Sohel Enterprise. and will be Marketed by RIO Food & Beverage Ltd.

2. The 1st Party will produce the commodity under the brand name of the 2nd party therefore, under all circumstances 1st Party directly or indirectly will not do any
marketing of products.

3. The 1st party shall process and manufacture the products appropriately as per work order of the 2nd Party and the 2nd Party shall purchase the same from the 1st party in
accordance with the terms hereof.

4. The lst Party shall ensure quality in accordance with BSTI certificate approved to the 2nd party.
Page 1 of 3

1. (a) The 1st Party will ensure the safety of the product for human consumption and bear its responsibility in compliance with the food product manufacturer's ethics'.
However, if any contamination occurs due to inferior packing materials then the matter be resolved by mutual discussion by both the parties.
(b) All material to be used in production of the product shall be of quality kind and specifications agreed between buyer (2 nd party) and supplier (1st party) from time to

time.

(c) If the buyer is not satisfied with the quality of the product or the packaging of any product category; it reserves the right to reject the entire cartoon / Box containing

the damaged product or that specific product at no cost to the buyer.

(d) If the buyer found any serious production error that is happening repeatedly the buyer will claim to liquidity demurrage to the manufacturer.

2. The 2nd party will take the delivery after checking the quality of finished product at random before delivery. If the 2 nd party finds any discrepancy in quality of the
supplied product the same will be rejected / returned and the 1st party will replace those goods free of cost.

3. Price and terms of Payment:

a) Price of products will be as per Work Order/Quotation.
b) Demand & Supply against each work order raised by the 2nd party, Product value will be paid within fifteen days of bill submission by the second party.

4. Packaging, Delivery and transportation:

a) 1st party (Sohel Enterprise) only produce the goods as per 2nd party specification, but all kinds of packaging materials to be provided by the 2nd party.
b) Delivery of the product will be made at the premises of the 1st Party and the 2nd Party will arrange the delivery transport and cost of such transportation
will be borne by the 2nd party.

5. The 2nd Party will place the work order/demand sheet to the 1st Party with 06 (six) days’ lead time for production which may be changed based on quantity.

6. During production and collection of the product the 1st Party will facilitate and allow the quality control representative of 2nd Party for their satisfaction.

7. Both the parties shall discuss bimonthly to evaluate the progress and forecast any future requirement, accordingly the 2 nd party will place the work order and the 1st
Party will comply with the same.
 8. All formalities related to the government policy as required will be provided by 1st party (Sohel Enterprise) by mutual understanding like as VAT, AIT & BSTI. Quoted
prices are (Inclusive) of VAT & AIT.

9. This contract will be valid for a minimum period of Three (03) years and shall be continued for further period after the expiry of this agreement as mutually agreed upon
by both the parties. The contract shall be deemed to have commenced from the date of execution.
Page 2 of 3

10. Any consequential failure in performance by either of the parties due to Fire, Flood, Strick, Riots, Civil commotion, act of God, pandemic shall be resolved through
negotiation and will neither be subjected to Liquidated Damage nor be referred to Arbitration.

11. Either Party may terminate this Agreement by giving 90 days written notice to the other in the event of the other party’s committing a breach of Agreement or failing to
carry out its obligations hereunder or simply for cancelation of contract.

12. This agreement shall be construed according to the laws of Bangladesh for the time being in force. All disputes arising in connection with this agreement shall be settled
amicably, In case of failure the matter may be settled, through Arbitration by Arbitration tribunal consisted by tow member’s appointed by each party and a chairman
will be appointed by the members. Both parties hereby agrees that, the award provided by the Tribunal will be final.
IN WITNESS WHERE OF the hereto executed these presents the day and year above written.

Page 3 of 3

……………………………………….. …………………………………………
FIRST PARTY SECOND PARTY
Yasir Arafat Rio Food and Beverage Ltd
Managing Director Managing Director
Sohel Enterprise. House no. 34, Road no. 115, Gulshan, Dhaka-
17/6, Fouzar Bari, Post: Uzampur, 1212
Uttar Khan, Dhaka.

Witness:

Witness: 1.______________________________

1.______________________________

2._____________________________

2._____________________________