Page 1 of 10 Reference: 2020-BTA0420#3

SALES & PURCHASE CONTRACT

Long Grain White Rice 5% Broken
Contract No.: 2020-BTA0420#3
This Contract Agreement is made this 20th day of APRIL 2019, by and between:

BTA TOPLINE INC. duly registered under the Philippines law thru Security and Exchange
Commission (S.E.C.) with postal address at 3rd Flr. Rm1, Cervantes St. Corner Sta. Rosa
Street, Dumaguete City Negros Oriental, Philippines. Represented by its Managing Director,
BENEDICT ASEÑAS (hereinafter, the “SELLER”)

-AND-

WES LINK INT’L. CORP., a corporation duly registered and existing under and by virtue of
the laws of Philippines, with address at Unit A3 Queen City Garden Mall, J. De Leon St.,
Brgy. Nonoy, Iloilo City 5000, represented in this act by its President, JONH WESLEY O. LO,
herein referred to as the “BUYER”.

WITNESSETH:

WHEREAS, The SELLER and BUYER, each with full corporate authority, certifies,
represents and warrants that each can fulfill the requirements of this agreement and
respectively provide the products and the funds referred to herein, in time and under the
terms agreed to hereafter;

WHEREAS, The buyer hereby agrees and makes an irrevocable firm contract to purchase
TEN THOUSAND METRIC TONS ( 10,000 MT ) of 5% broken Thai Long Grain White
Rice 2nd Grade;

WHEREAS, The Seller and the Buyer both agree to finalize this contract under the terms
and conditions; and the product offered for sale is subject only to the terms and conditions
contained in this contract and strictly confidential between the buyer and the seller and it is
therefore agreed as follows:
Page 2 of 10 Reference: 2020-BTA0420#3

1. PRODUCT

THAI LONG GRAIN WHITE RICE 5% BROKEN

SPECIFICATIONS:

THAI WHITE RICE 2ND GRADE 5% BROKEN

• Texture: Hard
• Broken Rice: 5%-10% Max ( B.E 2540 )
• Moisture: 14% Max
• Admixture: 1.0% Max
• Long Grain Class 1: 45% Min
• Whole Kernels: 80% Min
• Yellow Kernels: 0.25% Max
• Black Kernels: 0.1% Min
• Partly Black Kernels and Peck Kernels: 1.5% Max
• Damaged Kernels: 1% Max
• Red Kernels: 0.5% Max
• White Glutinous Rice: 1.5% Max
• Mill: Well and polished
• Crop Year: 2020

2. ORIGIN

Thailand

3. DESTINATION / PRODUCT DISCHARGE:

3.1 Destination shall be DDP to Port of Cebu subject to SELLER’s receipt of all
appropriate permits, permissions and licenses.

3.2 The basis of delivery of the shipment shall be 10,000MT or Two Hundred
Thousand (200,000) 50kg bags.

3.3 Delivery shall begin SEVEN TO TWENTY (7 - 20) days after receipt and
confirmation of an operative financial instrument acceptable to the seller, and
completed within the stated time.

4. PRODUCT DELIVERY

4.1 The date (s) of bill of lading (FOB) shall be considered the date (s) of delivery.

4.2 The delivery shall begin SEVEN TO FIFTEEN DAYS (7 - 15) days after receipt and
confirmation of payment acceptable to the seller.

4.3 The SELLER shall have the right to deliver earlier then agreed in this contract
giving notice to all designated parties as required herein, with the approval of the
buyer.
Page 3 of 10 Reference: 2020-BTA0420#3

4.4 The product shall be shipped to the relevant provisions of this contract with the
shipment to be forwarded to destination port/s in shipment of Two Hundred
Thousand (200,000) 50 Kg sacks.

4.5 Total shipments shall be according to shipping schedule. Minimum is subject to

slight and reasonable variations in schedules due to the customary and usual
exigencies. Consecutive shipments shall be shipped by delivering and receiving
schedule of buyer, sent to the seller after the first shipment has left the port as
indicated by the SGS certificate.

4.6 The BUYER and the SELLER agree that partial shipments are allowed and
transshipment not allowed.

5. CONTRACTED QUANTITY

The total quantity of the contract shall be determined by the certifications of weight
issued by the inspection authority and by the bill of lading of the shipment that was in effect
delivered to the buyer.

6. CONTRACTED QUANTITY

The total quantity of the Contract shall be determined by the certifications of weight issued
by the inspection authority and by the Bill of Lading of the shipment that is in effect
delivered to the Buyer.

7. QUANTITY

10,000 MT – 200,000 x 50kg Sacks

8. PACKING

The product will be packed in net 50 kg (fifty kilograms) new polypropylene bags.
The bags have a combined tare weight of 100 grams. (one hundred grams) and are
sufficient to ensure the safe arrival of product to destination. Bags will be labeled in English
language including 1.) Net Weight, 2.) The Rice Variety 3.) Origin.

9. PRICE PER SACK

ONE THOUSAND SEVEN HUNDRED FIFTY PESOS (Php 1750.00) PER BAG/SACK

10. CONTRACT AMOUNT

THREE HUNDRED FIFTY MILLION PESOS (Php 350,000,000.00)

Page 4 of 10 Reference: 2020-BTA0420#3

11. PAYMENT TERMS

BANK FUND TRANSFER UPON PO (PURCHASE ORDER) - 40%

BANK FUND TRANSFER UPON BILL OF LADING -60%

12. INSPECTION

The Seller guarantees that each shipment of the Thai Long Grain White Rice, shall be
provided with inspection certificates of weight and quality at a time of loading stating
such goods are strictly in accordance with specification stipulated in a Contract and
such certificates shall be provided by Societe Generale de Surveillance or analogous
organization [hereinafter referred to as “SGS” (Thailand) Ltd.] at Seller’s expense for
port of loading. The Certificates shall state that the product conforms to the
specifications of internationally recognized quality.

13. SHIPMENT SCHEDULE

The Seller has the right to arrange the shipment by Break Bulk or Container , made
within 30-45 days after the received payment. The Seller will provide the Buyer the
shipment schedule in advance.

14. DEMURRAGE

At the discharging port it is on BUYER’s account.

14. IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES

• 17.1  All taxes or levies imposed by the country of destination having any effect on
this contract are on the SELLER’ s account and his sole responsibility.

• 17.2  SELLER must have all import permissions and permits in writing, and copy sent
to seller (BUYER).

• 17.3  SELLER bears the sole responsibility of securing all permits, licenses or any
other documents required by the government of the importing nation.

• 17.4  BUYER will bear no responsibility to provide such documentation.

• 17.5  SELLER will bear all costs associated with securing such documents and will
also bear all costs and penalties if such documents are not secured.

• 17.6  In no case shall the BUYER be held liable for missing or improper
documentation the BUYER (? BUYER OR SELLER) is required to provide. Shipping
based on Incoterms 2000.
Page 5 of 10 Reference: 2020-BTA0420#3

18. FORCE MAJEURE

Neither party to this contract shall be held responsible for breach of contract caused by an
act of god, insurrection, civil war, war, military operation or local emergency. The parties do
hereby accept the international provision of “Force Majeure” as published by the
international chamber of commerce, Geneva, Switzerland, and as defined by I.C.C. rules
uniform customs and practice.

18. DISPUTES AND ARBITRATION

The parties hereby agree to settle all disputes amicably. If settlement is not reached, the
dispute in question shall be submitted and settled by arbitration at the International
Arbitration Association Chambers in Geneva, Switzerland by one or more arbitrators
appointed in accordance with said rules and regulations and the losing party will pay the
arbitration fee. The findings of the arbitration shall be considered as final, irrevocable and
binding upon both parties.

19. AUTHORITY TO EXECUTE THIS CONTRACT

The parties to this contract declare that they have full authority to execute this document
and accordingly to be fully bound by the terms and conditions.

20. EXECUTION OF THIS CONTRACT

This contract may be executed simultaneously in two or more counterparts via electronic
(email) or facsimile transmission, each of which shall be deemed as originals and legally
binding.

21. GOVERNING LAW

This contract shall be governed, and interpreted in accordance with the united nation
convention for the sale of goods (U.N. Convention). In event of inconsistency between this
contract and the provisions of the U.N. Convention, this contract shall have priority for the
purpose of article 39 of the U.N. Convention a reasonable period of time shall be deemed to
be five (5) days. This contract shall further be construed in accordance with the courts of
the European Union and ASEAN, which shall apply to ICC rules and regulations.

22. LANGUAGE USED

The English language shall be used.

Page 6 of 10 Reference: 2020-BTA0420#3

21. ASSIGNMENT

This agreement is assignable and transferable by the seller, without prior written permission
of the other party.

22. NON-CIRCUMVENTION AND NON-DISCLOSURE

The parties accept and agree to the provisions of the International Chamber of Commerce,
Geneva, Switzerland for non-circumvention and non-disclosure with regards to all and
everyone of the parties involved in this transaction and contract, additions, renewals, and
third party assignments, with full reciprocation for a period of (5) five years from the date of
execution of this contract. This clause is extensive to all subsidiaries and or affiliated
companies. It is further agreed that any information of buyer and seller contained in this
agreement is to be held in the strictest confidence, and any violation of which will resolute in
the immediate cancellation of this agreement.

23. PROCEDURE

1. The BUYER issues to the SELLER their LOI/ICPO.

2. The SELLER reviews the LOI/ICPO and upon acceptance issues PROFORMA INVOICE
to BUYER.

3. Both parties sign the Sale and Purchase Contract.

4. The BUYER submits the PARTIAL PAYMENT to the Seller’s Bank Coordinates ;

5. The non-operative irrevocable prime bank letter of credit is issued, confirmed and
guaranteed by an acceptable local bank acceptable to the SELLER, in accordance
with the agreement within 7-international banking days of signing and exchanging
this agreement and from receipt of the irrevocable prime bank guarantee in
accordance with this agreement, the SELLER’s bank will issue to the buyer’s bank the
proof of product by Swift MT 700 that will activate the letter of credit;

6. Upon confirmation of POP (? Not sure) from the Seller, the Buyer transfer 40% of
the Total Contract Price through Bank Fund Transfer to the Seller’s Depository
Account.

7. Within 7 international banking days of the receipt, verification and authentication of

buyer’s irrevocable local prime bank guarantee at SELLER’s bank, the SELLER’s will
issue a 2% performance bond for the value of every shipment. Delivery and
shipment shall commence after the fulfilment of the procedure, stated above, as per
the terms and conditions of this contract.
Page 7 of 10 Reference: 2020-BTA0420#3

8. Shipment commences - 200,000 (50kg) Bags.

9. Extensions and Rollover can be implemented thereafter upon full confirmation of

both Parties.

24. AGREEMENT TO TERMS

• 24.1  Signatures on this agreement received by the way of facsimile, mail and /or e-
Mail shall be an executed contract. Agreement enforceable and admissible for all
purposes as may be necessary under the terms of the agreement.

• 24.2  All signatories hereto acknowledge that they have read the foregoing
agreement and by their initials and signature that they have full and complete
authority to execute the document for and in the name of the party for which they
have given their signature.

• 24.3  Electronic signature is valid and accepted as hand signature, EDT (electronic
document transmissions).

• 24.4  EDT (electronic document transmissions) shall be deemed valid and

enforceable in respect of any provisions of this contract. As applicable, this
agreement shall be (?)

• 24.5  Incorporate U.S. public law 106-229, “electronic signatures in global and
national commerce act” or such other applicable law conforming to the Uncitral
model law on electronic signatures (2001) and

• 24.6  Electronic commerce agreement (ece/trade/257, Geneva, May 2000) adopted

by the United Nations centre for trade facilitation and electronic business
(un/Defact).

• 24.7  EDT documents shall be subject to European community directive

no.95/46/EEC as well as ASEAN trade regulations, as applicable. Either party may
request hard copy of any document that has been previously transmitted by
electronic means provided however, that any such request shall in no manner delay
the parties from performing their respective obligations and duties under EDT
instruments.

25. CONTRACT TERM

• 25.1  Fourteen months and sixteen (16) days. Includes first thirty to forty five days
where shipment is being prepared;
Page 8 of 10 Reference: 2020-BTA0420#3

• 25.2 We also confirm that said funds are good clean, cleared unencumbered,
legitimately earned and of non-criminal origin’.

• 25.3 Any changes made in the contract that are not initialed will make the contract
null and void.

26. SIGNATURE PAGE

BY SIGNING ON THE SIGNATURE PAGE THE PARTIES HEREBY ENTER INTOTHIS

AGREEMENT PROVIDED THAT THE ACCEPTANCE EXPIRATION DATE ON THE FULL
CORPORATE OFFER HAS NOT PASSED PRIOR TO SIGNATURE.

Witness whereof, the parties hereto do set their hands and are witnessed with seals upon
this Commodity Contract as of the following date:

SELLER’S DETAILS
Company Name : BTA TOPLINE INC.
Address : 3/F RM 1 HOKAIDO BLDG. CERVANTES ST
CORNER STA ROSA ST. POB. 8. DUMAGUETE CITY,
6200
NEGROS ORIENTAL , PHILIPPINES

FAX : 02-8-289-7198
MOBILE : 09152344444
EMAIL : [email protected]

FOR the SELLER :

I.D. :

Date :

BUYER’S DETAILS

Company Name :
Address :
Page 9 of 10 Reference: 2020-BTA0420#3

FAX :
MOBILE :
EMAIL :

FOR the BUYER :

I.D. :

DATE :

BUYER’S BANK INFORMATION:

ISSUING BANK:

Bank Name:

Bank Address, City,

Country:

Bank Swift Code:

Bank Telephone:

Bank Fax:

Account Name:

Account Number:

Bank Officers name:

BANK STAMP / SEAL
Bank Officer E–mail
address:

Bank Website address:

DATE : 20th of April 2020

Page 10 of 10 Reference: 2020-BTA0420#3

PRINCIPAL SELLER’S BANK DETAILS - (FOR LC ISSUANCE)

SELLER’S BANK INFORMATION:

RECEVING BANK:

Bank Name: ASIA UNITED BANK

Bank Address, City,

Country: DUMAGUETE CITY, NEGROS ORIENTAL

Bank Swift Code: AUBKPHMM

Bank Telephone: 035-420-9086 / 035-420-9097
Bank Fax:

Account Name: BTA TOPLINE INC.

Account Number: 2104010000810
Bank Officers name: Ms. Shellane Gabas BANK STAMP / SEAL
Bank Officer E–mail
address:
[email protected]

Bank Website address: https://www.aub.com.ph/

WITNESS :

WITNESS :