PURCHASE OF GOODS AGREEMENT

This contract is dated: ______________________

I. PARTIES

MARIMANERA S.L., a company incorporated and registered under the laws of Spain with
Company Number B02762284 whose registered address is at Calle Lliri, 28., Castelldefels,
8860, Spain, represented by its company representative Marija Hapova, hereto referred in this
agreement as the “BUYER”,
-and-

DN ELECTRO OU, a company incorporated and registered under the laws of Estonia
whose registered address is at Metsa n 23-201, Valga, 68208, Estonia, represented by its
company representative ___________________ hereto referred in this agreement as the
“SELLER”.

Both parties shall be collectively referred to in this agreement as “CONTRACTING

PARTIES”.

II. BACKGROUND

The SELLER carries on the business of selling and supplying electronic items and equipment
to individuals and business entities;

The BUYER wishes to buy, and the SELLER wishes to supply the Goods on the terms and
conditions outlined in this contract and as stated in the invoice order.

The invoice herein referred to shall form an integral part of this contract

III. PRICE

1. The total price of the products/goods the SELLER undertakes pay the BUYER shall be the
sum total of THREE THOUSAND FOUR HUNDRED TWENTY-FIVE EUROS (€
3425) inclusive of the cost of storage, shipping and delivery.

2. The SELLER shall not increase the Price unless it is validly accepted by the BUYER and
agreed in writing before the execution of the invoice.
3. Unless expressly agreed otherwise between the CONTRACTING PARTIES in writing, the
Price shall be inclusive of all delivery and insurance costs, VAT and any other applicable
sales taxes, duties or levies.
4. The BUYER undertakes to pay correctly submitted invoices within 30 days of receipt from
the day of physical or electronic arrival at the nominated address of the BUYER. Invoices
shall not be rendered by the SELLER until completion of delivery of all the Good which are
the subject of the Purchase Order or of the consignment (as appropriate).
5. The BUYER specifically reserves the right to withhold or deduct by way of set-off or
otherwise from any monies due or to become due to the SELLER any monies due to the
BUYER from the SELLER.
6. The BUYER shall not be liable for any orders or amendments to orders other than those
issued or confirmed on the official Purchase Order and shall not be responsible for the
payment of the Price for Goods supplied in excess of those required by the Purchase Order.
7. No payment of or on account of the Price shall constitute any admission by the BUYER as
to proper performance by the SELLER of its obligations under the Contract.

IV. DELIVERY

a. The Goods shall be delivered to the registered office unit of the BUYER as above-
mentioned, and in accordance with, the Purchase Order.
b. Delivery shall be made within two (2) weeks from the date the orders has been
communicated by the BUYER to the SELLER.

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c. Delivery shall be completed when the goods have been unloaded at the registered office unit
of the BUYER and delivery has been accepted by the BUYER or its authorized
representative.
d. Any access to premises and any labor and equipment that may be provided by the BUYER
in connection with delivery shall be provided without acceptance by the BUYER of any
liability whatsoever or howsoever arising and the SELLER shall indemnify and keep
indemnified the BUYER in respect of any actions, suits, claims, demands, losses, charges,
costs and expenses (including legal expenses and disbursements) which the BUYER may
suffer or incur as a result of or in connection with any damage or injury (including death)
occurring in the course of delivery or installation to the extent that any such damage or injury
is attributable to any act, omission or negligence of the SELLER or any of its sub-
contractors.
e. Where any access to the premises is necessary in connection with delivery or installation, the
SELLER and its sub-contractors shall at all times comply with the reasonable requirements
of the BUYER's Head of Security or other authorized representative.
f. The time of delivery shall be of the essence for the purposes of the Contract and failure to
deliver by the Delivery Date shall enable the BUYER (at its option) to release itself from any
obligation to accept and pay for the Goods and/or to cancel all or part of the Goods under the
Purchase Order, in either case without prejudice to its other rights and remedies.
g. The SELLER's failure to effect delivery on the Delivery Date specified shall entitle the
BUYER to purchase substitute Goods and to hold the SELLER accountable for any and all
loss and/or additional costs incurred as a result of such failure. However, the SELLER incurs
no obligation in the delay of the delivery of the Goods when such failure is a result of a
Force Majeure event;
h. Failure by the BUYER to exercise its options under Conditions F and/or G in respect of any
part of a Purchase Order shall not be deemed to constitute a waiver with respect to any
subsequent part of that Purchase Order.

V. OWNERSHIP AND RISK

Ownership and risk in the Goods shall only pass after delivery and acceptance of the
goods by the BUYER.

VI. SEVERABILITY

If any provision under this Contract is or becomes unenforceable, such provision shall not
take effect and shall be deemed to be severed from the remainder of the Contract to the extent
that the remainder of the Contract and the unaffected part of the provision shall continue to be
fully enforceable.

VII. WAIVER

No delay or omission by either party in exercising any of its rights under the Contract
shall constitute a waiver of that right and any partial exercise of any such right shall not prevent
any future exercise of the right.

VIII. LAW AND JURISDICTION IN CASE OF DISPUTES

Both parties shall endeavor to settle any dispute arising from this contract amicably. Only
when such amicable settlement is futile shall resort to judicial intervention be made.

The Contract and any dispute arising under or in any way connected with the subject
matter of the Contract (whether of a contractual or tortious nature or otherwise) shall be
governed by and interpreted in accordance with the contract law in Spain and in Estonia and the
PARTIES submit to the jurisdiction of the courts in the Estonia or the courts in Spain only
except that the BUYER may seek injunctive relief outside such jurisdiction.

This contract is made in two duplicates whereby each the contracting party shall retain one copy
each.

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Signed:

SELLER: BUYER:

Done in Estonia, Northern Europe on _______ Done in Castelldefels, Spain on ________

DN ELECTRO OU MARIMANERA S.L.

Metsa n 23-201, Valga, 68208, Estonia Calle Lliri, 28., Castelldefels, 8860, Spain
info@dnelectro.com sales@marimanera.com

Represented by: Represented by:

_____________________________ MARIKA HAPOVA

(Signature above printed name) (Signature above printed name)

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