SALES CONTRACT

No. RGCINTI/05/14

Ho Chi Minh City, May 15 2014
The present contract was made and entered into in Ho Chi Minh City on this May
15
th
2014 by and between:

THE BUYER : RGC COFFEE INC., CANADA
Address : 1330 Greene Avenue Westmount Quebec H3Z 2B1
Tel : (866) 845-1200
Fax : (866) 845-1250
Email address : [email protected].
Tax code : 14644702
Acount No. : 1123456100
Account Name : RGC Coffee Incorporation
Bank Name : National Bank of Canada
Represented by : Mr. Aaron Ashmore
Position : General director

THE SELLER : INTIMEX GROUP JOINT - STOCK COMPANY, VIETNAM
Address : 61 Nguyen Van Giai , aKao, District 1, HCMC
Tel : 84-8-38201754 84-8-38201998 84-8-38203033
Fax : 84-8-38201997
Email address : [email protected]
Tax code : 0304421306
Acount No. : 44516759
Account Name : Cng ty c ph n t p on INTIMEX
Bank Name : Eximbank, VietNam, Ho Chi Minh City Branch
Represented by : Mr. Do Ha Nam
Position : President, General director
The two parties have agreed to sign this contract covering the following terms and
conditions.

Article I - Definitions
I.1. In this contract, these words listed and defined below are kept consistently
unless the particular contexts otherwise clearly state:
I.2. Unless other are stipulated by both parties, CFR and other trade terms have the
meanings and obligations ascribed to them in INCOTERMS 2010.
I.3. Party means either the Seller or the Buyer.
I.4. Contract means this very contract, along with all other documents expressly
listed as integral parts of this contract.
I.5. Goods means the Goods specified in Article II below.

Article II - Goods
The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the
Seller, goods that are of the following type for the quantity and quality stated:
II.1. Description of goods
Name of goods: Unwashed Robusta green coffee beans Grade 1, Screen 18
Place of origin: Daklak province, Vietnam
Certification: ISO
HS Code: 0901.11 (According to The US Harmonized System Codes for imported
products)

II.2. Quantity of goods
Total quantity: 3,000 MT
Tolerance percentage: Plus or minus 3% at the Sellers option

II.3. Quality and specification of goods
Quality type: Commercial quality coffee
Major specifications:
o Crop year: October 2014
o Color: natural color
o Smell: natural smell of the green coffee without strange/foreign odour
o Moisture: 12.5 % max
o Foreign matters: 0.5% max
o Broken and black beans: 2.0 % max
o Screen 18 (7.1 mm): 90% min
o Packing: jute bag (net 50 kg)
Commitments on quality consistence:
(a) Quality shall be in accordance with the contract description.
(b) All goods contracted for shall be of sound merchantable quality unless
otherwise stated in the contract or shown to the contrary by the sale sample or
samples.
(c) Any difference in quality established by arbitration shall entitle buyers to an
allowance which may include compensation for costs and expenses.
(d) Where there is specific evidence that the coffee is unsound and/or there is a
radical difference in quality, the buyers may seek an allowance or that the
contract be discharged by invoicing back the coffee. One criterion as to whether
coffee is unsound is an excessive moisture level. Where arbitrators establish
that the coffee is unsound and/or there is a radical difference in quality, in
awarding invoicing back, they shall establish the price having in mind all the
circumstances concerned.
Where arbitrators establish that the coffee is not unsound and/or there is
not a radical difference in quality, they may award an allowance which may
include compensation for costs and expenses.

II.4. Inspection of the goods
Any required inspection shall be conducted by VINACONTROL Ho Chi Minh City
branch Inspection Department No.4 (Specializing in inspection of agricultural
products, food and food stuff), address: 80 Ba Huyen Thanh Quan st., Dist., No. 3,
Hochiminh city, tel: (84 - 8) 35262434, 39316323, fax: (84 - 8) 39316961, 38437861,
email address: [email protected]

Article III - The Price term
III.1. Price currency: United States dollar (USD)
III.2. Price per unit: 2,27 United States dollar per kilogram including packaging and
packing costs.
III.3. Total price: 6,810,000 USD (Say: Six million eight hundred and ten thousand
US dollar only)
III.4. The above price is understood as CFR price at Sydney port, subject to
INCOTERMS 2010, including packaging and packing.
III.5. The buyer is responsible for the following costs and charges incurred in the
sale and transport of the goods:
Import fees
Ad valorem and other taxes
Expenses for obtaining requisite licenses.
III.6. The seller is responsible for the following costs and charges incurred in the
sale and transport of the goods:
Export fees

Article IV - Terms of payment
IV.1. The payment shall be made in USD (United States dollar) by means of
documents against acceptance (D/A).
IV.2. Within 30 days on signing the usance Bill of Exchange and receive the
shipping documents from the Presenting Bank, the Buyer must fulfill his
obligation to pay the total price. The payment shall then be transferred to the
Seller through the Remitting Bank.
+ The Preseting Bank: National Bank of Canada
Address: 1155 Metcalfe, 5th Floor, Montreal (Quebec) H3B 4S9.
Tel: 1 800 678-7155
Fax: 1-888-453-0330
+ The Remitting Bank: Eximbank, VietNam, Ho Chi Minh City Branch.
Address: Vincom Center, 72 Le Thanh Ton Street, Ben Nghe Ward,
District 1, Ho Chi Minh City.
Tel: (84-8)38210056
Fax: (84-8)38216913
IV.3. Shipping documents include:
Usance B/E drawn on Buyer
Clean bill of lading, on board, mentioning freight prepaid.
3 originals of Commercial Invoice.
3 originals of Packing List.
Certificate of origin
Certificate of inspection
Customs documents

IV.4. In the event that any fees are not paid to Seller by Buyer when such fees
become due and payable, the Seller shall notify the Remitting bank that no
payment has been made. Any overdue fees may be subject to a finance charge
of 1.5 % per month simple interest, with such interest charges starting on the
due day for such fees which the Buyer shall pay.

Article V - Packaging arrangements
V.1. The Seller has discretion in packaging the goods, provided that the packaging
must withstand transportation, prevent damage to the goods during transport,
and comply with the requirements specified in Article VI.
V.2. The Seller will endeavor to complete all packaging within time for Delivery Date.
If there is any delay, the Seller will immediately notify the Buyer of the delay,
the expected time for completion, and the reason for the delay. The Buyer will
then have the option to renegotiate with the Seller for a new delivery date,
which the parties will confirm in writing as a modification to this Agreement, or
to notify the Seller that the Agreement is terminated.

Article VI - Packing and Marking
VI.1. Packing shall be suitalbe for sea transportation. Coffee to be packed in
strongly sewn new single jute bags of 50 kilograms net each. Shipment in 3x20
feet container of 300 bags each.
VI.2. Seller shall base to order packing. Packing charges shall be included at the
Buyers expense.
VI.3. Marking
All packages shall be marked with the following wordings in fadeless painting
o Robusta coffee bean
o Made in Vietnam
o Net weight: 50 kilograms
o Gross weight: 50.600 kilograms
o USE NO HOOK

Article VII - Terms of delivery
1. Time of delivery: on or about January 16
th
2015.
2. Place of delivery:
3. Port of Shipment: Saigon port, Ho Chi Minh City, Vietnam
4. Port of Destination: Sydney port
5. Carrier:
Name: Saigon Shipping Joint Stock Company (SSC JSC)
Address: 09 Nguyen Cong Tru Street, District 1, Ho Chi Minh City,
Vietnam
6. Delivery in one lot, partial shipment and transshipment not allowed
7. Advice of delivery
(1) First time: 10 days before the expected date of delivery, the Seller shall
notify by fax the availability of the goods for delivery, including:
Commodity, Quantity, Specification, Packaging and Marking.
(2) Second time: within 7 days after delivery, the Seller notify by fax the
delivery, including: Commodity, quantity, specification, packing, vessels
name, nationality, vessels flag, carrying tonnage, bill of lading number,
estimated time of delivery and estimated time of arrival.
(3) Stale bill of lading acceptable.

Article VIII - Non-performance of the Buyers obligation to pay the price at the
agreed time
If the Buyer fails to pay the price by D/A at the agreed time as stipulated in
Article III of this contract, the Seller shall in any event be entitled, without
limiting any other rights it may have, to charge interest on the total contract
value (both before and after any judgment) at the rate of 8% at minimum, and
8% per annum forwards or the maximum interest rate permitted by the laws of
Buyers country, calculated from the due date for such payment until the actual
date of payment calculated on the 360 days a year basis for the actual number
of days elapsed.

Article IX - Non-performance of the Sellers obligation to deliver the goods at the
agreed time
IX.1. If the Seller fails to deliver the Goods at the agreed time, the Buyer shall fix to
the Seller an additional period of time of 30 days for performance of delivery. If
the Seller fails to deliver the Goods at the expiration of the additional period,
the penalty shall be applied at the rate of 1% of the total contract value per
delayed week, but not to exceed 8%.
IX.2. If the Seller fails to deliver the goods at the agreed quantity and quality, the
Buyer shall request an immediate replacement for the refused shipment and a
penalty of 2% of the total contract value.
IX.3. If the Seller is in delay in delivery of the goods as provide in this contract, the
Buyer is entitled to claim liquidated damages equal to 0.5% of the price of the
goods for each complete day of delay as from the agreed date of delivery or the
last day of the agreed delivery period, as specified in Article VII of this contract,
provided the Buyer notifies the Seller of the delay.
IX.4. Where the Buyer so notifies the Seller within 30 days from the agreed date of
delivery or the last day of the agreed delivery period, damages will run from the
agreed date of delivery or from the last day of the agreed delivery period. Where
the Buyer so notifies the Seller more than 60 days after the agreed date of
delivery or the last day of the agreed delivery period, damages will run from the
date of notice. Liquidated damages for delay shall not exceed 8% of the price of
the delayed goods. Liquidated damages for delivery do not preclude avoidance of
this contract in accordance with Article XIV.

Article X - Force majeure excuse for non-performance
X.1. Force majeure means acts of God, acts of government, wars, revolutions,
pestilence, flood, storm, droughts, perils of the sea, unavoidable interruption of
transportation, emergency, accident, fire, earthquake, , industrial strike or
other impediment which the affected party proves was beyond its control and
that it could not reasonably be expected to have taken the impediment into
account at the time of the conclusion of this contract or to have avoided or
overcome it or its consequences.
X.2. A party affected by force majeure shall not be deemed to be in breach of this
contract, or otherwise be liable to the other, by reason of any delay in
performance, or the non-performance, of any of its obligations under this
contract to the extent that the the delay or non-performance is due to any force
majeure of which it has notified the other party in accordance with paragraph 3
of this article. The time for performance of that obligation shall be extended
accordingly, subject to paragraph 4 of this article.
X.3. If any force majeure occurs in relation to either party which affects or is likely
to affect the performance of any of its obligations under this contract, it shall
notify the other party by phone within 24 hours and confirm in written form 10
consecutive days as to the nature and extent of the circumstances in question
and their effect on its ability to perform from the date of phoning, together with
documentary evidence of force majeure issued by the Chamber of Commerce at
the country where such cases occur or by the competent authority connected
with the cause. The other party, then, must reply quickly if he agrees or
disagrees. Beyond these time limitation, the case shall be ignored. The same
procedures will be applied to force majeure case stop.
X.4. If the performace by either party of any of its obligations under this contract is
prevented or delayed by force majeure for a continuous period in excess of three
months, the Parties shall negotiate in good faith, and use their best endeavours
to agree upon such amendments to this contract or alternative arrangements as
may be fair and reasonable with a view to alleviating its effects, but if they do
not agree upon such amendments or arrangements within a further period of
30 days, the other party shall be entitled to terminate this contract by giving
written notice to the Party affected by the force majeure.

Article XI - Insurance
Insurance is to be covered by the Buyer.

Article XII - Claim
XII.1. The Buyer shall examine the Goods, or cause them to be examined within as
short period as is practicable in the circumstances.
XII.2. The Buyer shall in any event be entitled to claim damages. The Buyer shall
notify the Seller of any lack of conformity of the Goods in a letter of claim
specifying the nature of the lack of conformity, accompanied by certificates,
survey reports, and certificate of quality.
XII.3. In any event, the Buyer loses the right to rely on a lack of conformity if he fails
to notify the Seller thereof at the latest within the period of three months from
the date on which the goods were actually handed over to the Buyer.
XII.4. The Buyer shall maintain the current status of the goods and inform the seller
of the storing place for inspection. In case of acknowledged claims, the Buyer
may at his option:
a) Require the Seller to deliver any missing quantity of the goods, without
any additional expense to the Buyer;
b) Require the Seller to replace the goods with conforming goods, without
any additional expense to the Buyer;
c) Reduce the price in the same proportion as the value that the goods
actually delivered had at the time of the delivery bears to the value that
conforming goods would have had at that time.
d) Declare this contract avoided in accordance with Article XIV of this
contract.
XII.5. The Seller shall receive the letter of claim from the Buyer within the time limit
for lodging claims. If the goods is not up to the stipulated contract, the Seller is
liable for settling claims by methods as agreed with the Buyer and inform the
Buyer of the progress and result of the claim settlement.

Article XIII - Transfer of property
The Seller must deliver to the Buyer the Goods specified in Article 1 of this
contract free from any right or cliam of a third person. The property in the Goods shall
not pass to the Buyer until the Seller has received payment in full of the price of the
Goods. Until property in the Goods passes to the Buyer, the Buyer shall keep the
Goods separate from those of the Buyer and third parties and properly stored,
protected and insured and identified as the Sellers property.

Article XIV - Avoidance of contract
XIV.1. There is a breach of contract where a party fails to perform any of its
obligations under this contract, including defective, partial or late performance.
XIV.2. There is a fundamental breach of contract where:
Strict compliance with the obligation which has not been performed is of the
essence under this contract; or
The non-performance substantially deprives the aggrieved party of what it was
reasonably entitled to expect under this contract.
XIV.3. In a case of a breach of contract according to paragraph 1 of this Article, the
aggrieved party shall, by notice to the other party, fix an additional period of
time of one week for performance. During the additional period of time, the
aggrieved party may withhold performance of its own reciprocal obligations and
may claim damages, but may not declare this contract avoided. If the other
party fails to perform its obligation within the additional period of time, the
aggrieved party may declare this contract avoided.
XIV.4. In case of a fundamental breach of contract according to paragraph 2 of this
Article, the aggrieved party may declare this contract avoided without fixing an
additional period of time for performance to the other party.
XIV.5. A declaration of avoidance of this contract is effective only if made by notice to
the other party.

Article XV - Entire agreement
XV.1. This contract sets out the entire agreement between the Parties. Neither party
has entered into this contract in reliance upon any representation, warranty or
undertaking of the other party that is not expressly set out or referred to in this
contract. This Article shall not exclude any liability for fraudulent
misrepresentation.
XV.2. This contract may not be varied except by an agreement of the Parties in
writing (which may include email).

Article XVI - Notices
XVI.1. Any notice under this contract shall be in writing (which may include email)
and may be served by leaving it or sending it to the address of the other party
as specified below, in a manner that ensures receipt of the notice can be
proved.
XVI.2. For the purposes of paragraph 1 of this Article, notification details are the
following, unless other details have been duly notified in accordance with this
Article:
a) THE BUYER
Address: 1330 Greene Avenue Westmount Quebec H3Z 2B1
Email address: [email protected]
b) THE SELLER
Address: 61 Nguyen Van Giai , aKao, District 1, HCMC
Email address: [email protected]

Article XVII - Dispute resolution procedure
XVII.1. All disputes arising from or related to the performance of this contract shall
be settled by the parties with efforts under negotiations as a priority.
XVII.2. In case such settlement cannot be reached, the disputes shall be finally
settled by the Vietnam International Arbitration Centre (VIAC) next to the
Vietnam Chamber Commerce and Industry (VCCI) in accordance with its Rules
of Arbitration, whose award shall be final and binding by both parties. The
number of arbitrators shall be three. The place of the arbitration shall be Ho
Chi Minh City. The applicable law shall be Vietnamese Law. The language of
arbitration shall be English. In the event of arbitration, the party against whom
the award is made shall bear the entire costs of both parties to the action.

Article XVIII - Applicable Law and guiding principles
XVIII.1. Questions relating to this contract that are not settled by the provisions
contained in the contract itself shall be governed by the United Nations
Convention on Contracts for the International Sale of Goods (Vienna Sales
Convention of 1980, hereafter referred to as CISG). Questions not covered by
the CISG shall be governed by the UNIDROIT Principles of International
Commercial Contracts (hereafter referred to as UNIDROIT Principles), and to
the extent that such questions are not covered by the UNIDROIT Principles, by
reference to the applicalbe national law of a third country (Singapore).
XVIII.2. This contract shall be performed in a spirit of good faith and fair dealing.
DATE AND SIGNATURE OF THE PARTIES
Seller
Date
Signature
Buyer
Name
Signature