SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

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PURCHASE AGREEMENT
No.:.../HD
Today, as of day … month … year …, at …,
We include:
SELLER (Party A)

Enterprise name: HELIOS INTERNATIONAL TRADING PTE LTD

Headquarter address: 10. Jalan Besar, # 10-03, Sim Lim Tower, Singapore 208787.
Tel.: +971 50 6598167 Fax: +65 6826 4310
Bank account No.: 503435927301
Bank : OVERSEAS CHINESE BANKING CORPORATION LIMITED (OCBC)
Bank Address : CENTRE FLOOR 9, 65 CHULIA STREET, SINGAPORE 049513
SWIFT : OCBCSGSG
Representative: Mr. Veeraraghavan Ramachandran
Title : Director / CEO.
BUYER (Party B)
Enterprise name: …………………………………………………………………………………
Business code: ……………………..
Headquarter address: …………………………………………………………………………………
Tel.: ……………………………………Fax: …………………………………………….
Representative: …………………………………………………………………………………………
………………………………………………………………………………………………..
Power of attorney number (if changing the legal representative to sign): …………… issued on …
Signed by ……………………. Title ……………….
RELATED PARTY (Party C)
Enterprise name: INDIA VIET NAM INTERNATIONAL COMPANY LIMITED
Business code: 0105841680
Headquarter office: Office area, Floor 2, Tower N04BT1 Landmark Building, Diplomatic Corps
Area, Do Nhuan Road, Xuan Tao Ward, Bac Tu Liem District, Hanoi, Vietnam.
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Tel.: +84.02437430768 Fax: …………………………………………….
Representative: Nguyen Thi Mai
Title: DIRECTOR
Whereas:
- Party A is an enterprise lawfully established in accordance with Singapore's law and
regulations, specializing in the production of headless white shrimp and wishing to sell
goods to enterprises in Vietnam.
- Party B is an enterprise lawfully established in accordance with Vietnam’s law and
regulations, operating in the field of "…." and wishing to purchase goods from Party A.
- Party C is an trusted and authorized party on behalf of Party A to perform tasks related to
goods trading activities in Vietnam with Party B.
The parties agree to sign the purchase agreement as follows:
Article 1: Description of goods and packaging specifications
The company HELIOS INTERNATIONAL TRADING PTE LTD, (Party A) sells good to the
company………….(Party B), details as follows:
1.1 Description of goods:
 Name of goods: Vannamei HLSO Raw Frozen Shrimps
 Quality: Size 41/50
1.2 Packaging specifications

Goods are packed in Frozen Blocks of 1.8kg net weight each, further packed into Corrugated
cartons containing 6 blocks in each.
Article 2: Name of goods - Quantity - Contract value - Payment term
Unit Price Amount
No Name of goods Unit Qty
(USD) (USD)

1 Vannamei HLSO Raw

1600 Cartons of $6.20 per
Frozen Shrimps Size 17280 kg $107,136
10.800 kg each kg
41/50

2 Total amount

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 3 Total payment

Payment is divided into 2 installments:

- 1st installment: The Buyer shall pay the Seller an amount of USD ................ (In
words: ...........) respectively with ...% of the contract value when …………………
- 2nd installment: The Buyer shall pay the Seller the amount of USD ................ (In
words: ...........) within 01 day after …………………………… ..
For clarification, the parties agree that the Buyer’s violation of the payment time is the
basis for the Seller to terminate the Agreement at the time of violation and receive the
goods unconditionally. The Seller does not have to return the received amount and the
Buyer pays an additional fine of …… USD for the Seller.
- Payment method: …………

- Payment currency: USD

Article 3: Time, place and cost of delivery

3.1 Terms of delivery
Terms of delivery is … under Incoterms 2010
3.2 Place of delivery
- The Seller delivers the goods to the Buyer at …
3.3 Cost of delivery
- Party … shall bear the cost of delivery and delivery method (In case the Buyer bears it, the
Buyer is responsible for making payment to the Seller within 01 day from the date of receipt of
the goods of each time on the basis of the Seller's request).
- Loading and unloading cost: each Party shall bear the cost on its end. The Seller bears the cost
of loading and unloading the goods onto the means of transportation, and the Buyer bears the cost
of loading and unloading the goods from the means of transportation to the warehouse of the
Buyer.
- In case of default by the Buyer to make the complete payment of the goods, the Related Party
has the right to take possession of the goods from the Buyer’s warehouse / premises on behalf of

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the Seller and realize the worth to pay the proceeds to the Seller. Any costs incurred, will have to
be borne by the Buyer.
Article 4: Rights and obligations of the parties
4.1 Rights and obligation of the Seller:

- The Seller delivers the goods in accordance with the specifications, type, quantity and time as
agreed in the Agreement;

- The Seller is responsible for exchanging or adding goods to the Buyer in case the goods is not
of the correct quality or quantity due to the manufacturer's fault or the Seller's fault that the Buyer
discovers at the time of delivery. After the Buyer receives the goods, the Seller shall not be
responsible.

- The Seller provides invoices and documents related to the goods in Article 2 to the Buyer;

- The Seller has the right to request the Buyer to pay for the purchase amount under the
Agreement as well as to pay debts, interest rates and penalties for late payment (if any) when the
Buyer is late in performing the payment obligation.

- The Seller has the right to unilaterally terminate the Agreement, claim damages, and impose a
contract breach sanction in case the Buyer breaches any provisions of this Agreement.

For clarification, the parties agree that in case of any violation, the Seller fully authorizes the
Related Party in this Agreement to settle and decide related issues in accordance with Vietnam’s
laws and regulation.
4.2 Rights and obligations of the Buyer:

- The Buyer shall pay all costs of transportation and costs of loading and unloading from the place
of delivery to its warehouse.

- The Buyer pays for the purchase amount, interests and late payment penalty as well as
compensates for damage to the Seller when the Buyer fails to make payment at any payment
period.

- The Buyer's legal representative undertakes to be personally responsible for the payment of the
amounts specified in this Agreement in case the Buyer fails to make payment on time to the
Seller.

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- The Buyer coperates, work, and contact the Related Party in this Agreement to solve all
problems related to the purchase and sale of goods in Vietnam.
Article 5: Penalties for breach of agreement
5.1 Penalty for unilateral termination of the agreement:
- After signing the Agreement, if either party unilaterally terminates the contract in contravention
of the provisions of Vietnamese law and this Agreement, they must compensate the other party
with an amount equal to 30% of the contract value.
5.2 Penalty for delayed progress
- In case the Seller delivers goods later than the time specified in Article 3 of the Agreement, the
Seller shall be subjected to pay a penalty of 0.5% of the contract value for each day of delay.
Delays in delivery may not exceed 15 days. If exceeded, the Buyer has the right to unilaterally
terminate the Agreement, the Seller shall be liable for all damages and be imposed a fine for the
delay in delivery. This provision does not apply to force majeure (war, riot, epidemic, pandemic,
border ban, natural disaster, the decision of the State Authority of Vietnam and / or the country of
the Seller, affecting the delivery of goods).
- In case the Buyer makes payment later than the time specified in Article 2 of the Agreement, the
Buyer shall be subjected to pay a penalty of 0.5% of the contract value for each day of delay.
Payment delay cannot exceed 15 days. If exceeded, the Seller has the right to unilaterally
terminate the Contract, the Buyer shall pay the unpaid amount, interest, compensation for all
damage and a fine for violation of late payment and also take possession of the imported cargo
from the Buyer with involvement of the related party.

Article 6: Applicable Law and Dispute Resolution

6.1. The contract is regulated by the laws of the Socialist Republic of Vietnam.

6.2. In case of any disputes, the Buyer, the Seller and the Related Party shall resolve through
negotiation. If the settlement cannot be resolved through negotiation, it shall be settled at a
competent Vietnamese People's Court in accordance with Vietnam’s laws and regulations.

Article 7: Cases of agreement termination

The Agreement shall be terminated when:

- The Buyer and the Seller have completed the rights and obligations specified in this Agreement.
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- A party breaches the contract and the aggrieved party unilaterally terminates the contract in
accordance with laws and this Agreement.

- The parties negotiate to terminate the Agreement.

Article 8: Authorization

The Parties agree on the following points:

- Party A (the Seller) authorizes Party C (the Related Party) to perform the Seller's rights
and obligations under this Agreement, including but not limited to: delivering goods,
receiving payment the Buyer, requesting the Buyer to receive the goods, to pay for the
goods and to pay fines for the violation….

Article 9: Effect
This Agreement shall take effect from the date of signing. Any amendment or supplement to the
Agreement will be effective only upon written agreement of the Parties. Any previous agreements
which are contrary to this Agreement are not accepted. The Agreement will be automatically
liquidated after the parties fulfill their obligations to each other.

This Agreement is made into … copies with equal value. Each party shall keep … copies.

SELLER’S REPRESENTATIVE BUYER’S REPRESENTATIVE

RELATED PARTY’S REPRESENTATIVE