SALES CONTRACT

No.: MOPR0012023
Date: 16th June 2023
Validity: 16th June 2025

PARTY A:

MOON OVER PERFUME RESTAURANT CO., LTD., a company incorporated under the laws
of Vietnam registered with the company’s register in Hue City under the number 4108036796, whose
registered office is located at 45 Vo Thi Sau Street, Hue City, Viet Nam, and hereby duly represented
by Nhi Nguyen, acting as director,

Whose principal contact is:

Surname: Nguyen
First name: Nhi
Job title: Director
Telephone: +84.903.103.797
Email: n.nhi@moon.com

(Hereinafter referred to as “The Buyer”)

PARTY B:

MAPLE LEAF SUGAR LTD., a company incorporated under the laws of Canada, registered with
the companies’ register in Ontario under the number 10197170151, having its headquarters at 454414
Trillium Line, R.R.1, Beachville, Ontario, Canada, and registered office at 6073 Forestglen Crescent
Ottawa, Ontario, Canada and hereby duly represented by Deborah McMahon, acting as director,

Whose principal contact is:

Surname: McMahon
First name: Deborah
Job title: Director
Telephone: +1 519 539 1366
Email: m.deborah@mls.com

(Hereinafter referred to as “The Seller”)

This contract is made out by and between the seller and the buyer, hereby the seller agrees to sell, and
the buyer agrees to buy the under-mentioned goods subject to terms and conditions as follows:
1. DEFINITIONS:
a. Contract: the agreements between MOON OVER PERFUME RESTAURANT CO., LTD. and
MAPLE LEAF SUGAR LTD., on agreeing to buy and sell the Sugar Loaf maple syrup
b. The Product: Sugar Loaf maple syrup is one of 3 product lines of MAPLE LEAF SUGAR
LTD., with medium quality but still upper end
c. Standard: The products must satisfy
i. The product must comply with The Announcement on Conformity with Regulation on
Food Safety that is registered at Vietnam Food Safety Authority
ii. The product must meet Foods Import Requirements must be issued by Vietnam Food
Safety Authority
2. SUPPLY
a. The Buyer must obtain at its own risk and expense any import license or other official
authorization and carry out, where applicable, all customs formalities for importing the goods
and for their transit through Vietnam
b. The Seller warrants that it shall make available to the Buyer regulatory requirements relating to
quality certificates, manufacturing, labeling, packaging, storage, handling, and delivery of the
product to apply for the import license, other official authorizations, and all customs formalities
3. PRODUCT, PRICE & DELIVERY:
Production: Sugar Loaf (maple syrup)
QUANTITY: 500 bottles (500ml/bottle)
UNIT PRICE: CIP AIR PHUBAI(HUE): 6.5 USD/ bottle
TOTAL AMOUNT: 3,250 USD (USD Three Thousand Two Hundred Fifty Only)

4. ORIGIN: Maple Leaf Sugar Ltd./Canada

5. QUALITY OF PRODUCT:
a. Fresh product (shipping date not more than 3 months from the manufacturing date) in
conformity with the standard of the samples that the buyer has approved
b. The product will need to be inspected and approved for entry upon arrival in Vietnam by the
relevant Vietnamese health and safety inspectors with the standards registered with the Vietnam
Ministry of Health

6. PRODUCT SAFETY
Each party will be solely responsible for implementing and maintaining its own environmental,
health, and safety procedures for the handling, storage, and use of the Product and any other
materials or hazardous waste which may be used or may arise in connection with the use of the
Product. The parties will cooperate reasonably and in good faith to ensure employee and public
safety.
 7. SHIPMENT: The shipment will be delivered in 2 periods:

No Requested Date Quantity Price Payment

amount (USD)
(500ml bottles) CIP AIR PHUBAI
(HUE) USD/Bottle

1 Shipment # 1 20 March 2024 200 6.5 1,300

2 Shipment # 2 15 July 2024 300 6.5 1,950

Total 3,250

Notes:
- Shipment : Any Canadian airport
- Destination : Phu Bai (Hue) Airport, Vietnam.
- Transshipment : Allowed

Notice of shipment: Within 5 days from the departure date of the carrying vessel, the Seller shall email
the Buyer the following:
- Flight number - Airport of loading and airport of destination
- Date of shipment - AWB, Commercial invoice, Packing list

8. PACKING AND PACKAGING:

a. Each bottle of maple syrup shall be securely placed in individual protective sleeves or dividers
to prevent contact and minimize the risk of breakage.
b. The bottles shall be placed in sturdy cardboard or wooden boxes that provide cushioning and
support.
c. Adequate padding material, such as bubble wrap or foam, shall fill empty spaces within the
boxes to prevent movement during transit.
d. The boxes shall be sealed with strong adhesive tape to ensure they remain intact throughout
transportation.
e. All the bottles or products have clearly labeled the packages with handling instructions and
"Fragile" markings to alert the transportation personnel during delivery
9. SHIPPING MARKS:
a. MOON OVER PERFUME RESTAURANT CO., LTD., 45 Vo Thi Sau Street, Hue City, Viet
Nam, product name, manufacturer’s name, and lot. no., manufacturing date, expiry date, origin.
10. PAYMENT TERMS:
100% value of each shipment will be paid by irrevocable L/C at sight in favor of MAPLE LEAF
SUGAR LTD.
Stating “all charges in - and outside Vietnam for applicant’s account”
Bank details: Scotiabank, Beach Ville, Ontario, Canada
SWIFT NOSCCAT
IBAN: 159274060

11. DOCUMENTS FOR CLEARING GOODS AND SETTLING THE PAYMENT

a. Full set [3/3] originals AWB
b. Detailed Packing List in triplicate.
c. Signed Commercial invoice in triplicate.
d. Certificate of origin issued by the Chamber of Commerce in triplicate.
e. Three originals of the analytical report issued by the manufacturer for the lot concerned.

12. INSPECTION:
a. The buyer shall be entitled to have the goods inspected by Vinacontrol within one month of the
cargo’s arrival date. If any discrepancy arises over quality, quantity, or packing conditions, the
buyer shall inform the manufacturer by email and lodge a formal claim with supporting
documents. The manufacturer shall settle any such claim upon receipt of the formal claim from
the buyer.
13. ARBITRATION:
a. In executing this contract, all disputes not resolved by amicable agreement shall be settled by
Vietnam International Arbitration Center, whose awards shall be final and binding to both
parties. The losing party shall bear the arbitration fee and other charges unless otherwise agreed.

14. INCOTERM:
a. Unless otherwise specified herein, Incoterm 2000 plus subsequent amendments are applied.

15. FORCE MAJEURE:

a. Neither party shall be liable for any failure or delay in performing its obligations under the
contract to the extent that a Force Majeure Event causes such failure or delay provided that
Sheller shall use best endeavors to cure such Force Majeure Event and resume performance
under the Contract.
b. A Force Majeure Event means any event beyond a party's reasonable control, which by its
nature could not have been foreseen, or, if it could have been foreseen, was unavoidable,
including strikes, lock-outs, or other industrial disputes (whether involving its workforce or a
third party's), acts of God, war, terrorism, riot, civil commotion, interference by civil or military
authorities, armed conflict, malicious damage, nuclear, chemical or biological contamination,
sonic boom, explosions, the collapse of building structures, fires, floods, storms, earthquakes,
loss at sea, epidemics or similar events, natural disasters, or extreme adverse weather
conditions.
 c. If any events or circumstances prevent the seller from carrying out its obligations under the
contract for more than 14 days, the Customer may terminate the Contract immediately by giving
written notice to The Maple Leaf.
16. LATE DELIVERY AND PENALTY:
In case of delayed shipment, except for Force Majeure, the Seller shall pay the Buyer for every
week of delay penalty amounting to 10% of the total value of the shipment that has been
delayed. Any fractional part of a week is to be considered a full week. If the shipments are
delayed later than 30 April 2024 with shipment #1 and 30 August 2024 with shipment #2, the
buyer is entitled to terminate this Contract. However, the Seller will still be responsible for the
above-mentioned penalties. Vice versa, if the Buyer delays the issue of L/C due to the Buyer’s
reason, the Seller will not be responsible for late delivery.
17. OTHER CLAUSES:
a. Third-party shipping documents are acceptable.
b. This contract is discussed and agreed upon by both parties.
c. This contract comes into force from the date of signing.
d. Any contract change shall be made in written form and subject to both parties’ agreement.

FOR THE SELLER FOR THE BUYER

Deborah McMahon Nhi Nguyen

Director of Director of
MAPLE LEAF SUGAR LTD MOON OVER PERFUME RESTAURANT CO., LTD