CONTRACT CODE: REF: 3EC@2024 QYC-267

“CLASSIFIED AND CONFIDENCIAL”

DATE OF ISSUE; 07 FEB., 2024 , NVIC/S-45/24/0018/24

SALES AND PURCHASE AGREEMENT (SPA)

REFERENCE CODE: - ICUMSA 45

THIS SALES AND PURCHASE AGREEMENT IS MADE AND MUTUALLY AGREED UPON ON THIS FEBRUARY 07 TH DAY, OF
2024 THIS FULL CORPORATE OFFER SHALL EXPIRE FEBRUARY 29-2024 / 11:59PM LOCAL INDIA TIME (24HRS.) TO
SECURE THE PRODUCT AND PRICE PLEASE SIGN THE DOCUMENT BELOW BEFORE THE EXPIRY DATE WRITTEN ABOVE
AND RETURN TO THE SELLER REFERENCE: 3EC@2024 QYC-267

BETWEEN :
THE “SELLER”

COMPANY NAME THREE EARTH COMPANY - IMPORT AND EXPORT

COMPANY 3641A, PANCHAYATHU UNION SCHOOL ROAD, BALASAMUDRAM,

ADDRESS DINDUGAL, TAMIL NADU - 624610, INDIA

BUSINESS NUMBER REG GSTIN: 33HLRPK3562A1Z4 IECNO: HLRPK3562

LEGAL MR K. PANDIDURAI
REPRESENTATIVE

TITLE/POSITION PROPRIETOR

PASSPORT
NUMBER

NATIONALITY INDIAN

TELEPHONE +91 9327611051 , +91 9724969958

EMAIL ADDRESS [email protected]

WEBSITE
AND
THE “BUYER”

COMPANY NAME

COMPANY ADDRESS

COUNTRY

BUSINESS NUMBER

LEGAL
REPRESENTATIE

TITLE/POSITION

PASSPORT NUMBER

NATIONALITY

TELEPHONE

EMAIL ADDRESS ADD

 SELLER’S AFFIRMATION:

THREE EARTH COMPANY - IMPORT AND EXPORT, HEREINAFTER KNOWN AS THE “SELLER” AND CO- SELLER
HEREBY CERTIFIES, REPRESENTS AND WARRANTS THAT WE HAVE FULL CORPORATERESPONSIBILITY
TO FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND SUPPLY THE COMMODITY PRODUCT OF
MATERIAL OF BRAZIL SOUTH AFRICA ICUMSA 45 TO THE BUYER WRITTEN HEREIN.

BUYER’S AFFIRMATION:

M/S.……………………………………………………REPRESENTATIVE……………………………….., HERE INAFTER KNOWN AS

THE “BUYER” HEREBY CERTIFIES, REPRESENTS AND WARRANTS THAT WE HAVE FULL CORPORATE
RESPONSIBILITY TO FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND PURCHASE THE COMMODITY
PRODUCT OF MATERIAL OF BRAZIL/ SOUTH AFRICA ICUMSA 45 FROM THE SELLER WRITTEN HEREIN.

SECTION 1. DEFINITIONS IN THIS AGREEMENT:

“AGREEMENT” MEANS: “THE ENTIRE SALES AND PURCHASE AGREEMENT”.

1.1 “THE COMMODITY” THE PRODUCT - ICUMSA 45, HUMAN CONSUMPTION.

MT” MEANS: METRIC TONNES IS THE WEIGHT UNIT UNDER WHICH THE PRODUCT IS SOLD.

“USD” MEANS: UNITED STATES DOLLARS, THE CURRENCY FOR MONETARY EXCHANGE, MONETARY
EXPRESSIONS AND PAYMENTS UNDER THIS AGREEMENT
“ICC” MEANS: INTERNATIONAL CHAMBER OF COMMERCE (ICC).

“INCOTERMS 2020 EDITION” MEANS: A STANDARD TRADE DEFINITIONS MOST COMMONLY USED
INTERNATIONAL SALES CONTRACTS.

“S.G.S. “MEANS: SOCIETY GENERAL DE SURVEILLANCE IS THE OFFICIAL APPOINTED INSPECTION AGENCY.

“CIF” MEANS: “COST, FREIGHT AND INSURANCE”, “FREIGHT PREPAID” TO DESTINATION SEA PORT.
1.8“100% LC IN BG MEANS: 100% LC INCLUDING, BANK GUARANTEE, IRREVOCABLE, NON TRANSFERABLE,
CONFIRMED, RECOURSE AT SIGHT (SHIPPING PORT).

1.9. “INTERNATIONAL BANKING DAYS” MEANS: REFERS TO THE DAYS AND DATES THAT BANKS CONDUCT
BUSINESS, THE SAME AS BUSINESS DAYS.

.THESE DAYS DO NOT INCLUDE WEEKENDS OR BANK HOLIDAYS.

“SHIPPING SCHEDULE” MEANS: THE ADVANCE PROGRAMMED SHIPMENT THAT SELLER HAS TO SHIP
TO THE BUYER. AMONG OTHER PERTAINING INFORMATION AND DESTINATARY INFORMATION,
THE SHIPPING SCHEDULE WRITTEN IN ANNEX A” WITH A QUANTITY OF PRODUCT BEING (± 5 %)
WEIGHT TOLERENCE IS ACCEPTED BY THE PARTIES HEREOF.

“REQUIRED DOCUMENTS FOR SHIPMENT” MEANS: IN GENERAL, THE SHIP PAPERS, THE DOCUMENTS A
SHIP MUST CARRY TO MEET THE SAFETY, HEALTH, IMMIGRATION, COMMERCIAL AND CUSTOMS
REQUIREMENTS OF A PORT OF CALL OR OF INTERNATIONAL LAW; AS WELL AS THE DOCUMENTS FOR THE
SHIPMENT’S REQUIRED IN THIS AGREEMENT.
“SIGNATURE AND DATE OF SALES AND PURCHASE AGREEMENT” MEANS: ALL TERMS RELATED
OR REFERENCED TO THE SIGNATURE AND THE DATE OF THE SALES AND PURCHASE AGREEMENT SHALL
MAKE THIS AGREEMENT OPERABLE WHEN THE FINANCIAL INSTRUMENT IS CONFIRMED AND APPROVED
BY SELLER AND SHALL BEGIN ACCORDING TO THE SALES AND PURCHASE AGREEMENT AND SHIPPING
SCHEDULE IN “ANNEX A”.

SECTION 2. PRODUCT INFORMATION AND PRODUCT SPECIFICATIONS- ICUMSA 45

PRODUCT INFORMATION :
1.1.1. PRODUCT INFORMATION

COMMODITY PRODUCT ICUMSA 45

PRODUCT ORIGIN SOUTH AFRICA

PRICE PER MT USD USD 580 PER MT

QUANTITY 25000 mt

TOTAL CONTRACT VALUE 25000 mt spot

AMOUNT FOR USD FOURTEEN MILLION FIVE HUNDRED THOUSAND ONLY

PAYMENTS TEMS 100% LC INCLUDING, BANK GUARANTEE, IRREVOCABLE,

NON TRANSFERABLE, CONFIRMED, RECOURSE AT SIGHT
(SHIPPING PORT).
INSPECTION SGS OR EQUIVALENT

PORT OF DISCHARGE YEMAN HODEIDA PORT

LOADING PORT DURBAN –SOUTH AFRICA

SPECIFICATIONS
COMMODITY: MATERIAL OF BRAZIL / SOUTH AFRICA ICUMSA 45

Physical Characteristics
Appearance White Crystal Homogeneous solid powder. Uniform
particle.
Color Crystal Sparkling White
Odor Non
Flavor Sweet
Technical Characteristics and Microbiological analysis
RBU “attenuation index units” ASTM 4-1978
Polarization at 20C, 99.80% min.
Ash Content 0.04% max by weight
Moisture 0.04% By weight
Grain size 0.60 mm
Granulation Fine crystal grain
Solubility 100% Dry and Free Flowing
Radiation* Normal W/O Presence of Cesium or Iodine
Color Crystal Sparkling White
Smell Free of odor
Magnetic Particles 4 Mg/Kg Max
SO2 20 Mg/Kg Max
HPN Staph Aureus Nil. Max
Poisonous Phytosanitary Certificate
Sediments None
Reducing Sugar 0.05% Max by weight
Max AS: 1 P.P.M.
Max PS: 2 P.P.M.
Max CU: 3 P.P.M.

SECTION 3. FINANCIAL INSTRUMENT :

3.1 ONCE THE AGREEMENT IS ISSUED AND SENT TO THE BUYER, UPON BUYER'S ACCEPTANCE AND
SIGNATURE, THE BUYER SHALL INSTRUCT ITS BANK TO ISSUE AN IRREVOCABLE REVOLVING NON
TRANSFERABLE DIVISIBLE FULLY FUNDED OPERATIVE LETTER OF CREDIT ISSUED /CONFIRMED BY TOP
10 BANK WIT PAYMENT BY EACH SHIPMENT. ONCE THE SELLER'S BANK HAS CONFIRMED THE FINANCIAL
INSTRUMENT, THE SELLER WILL BEGIN TO MOVE THE FIRST SHIPMENT TO THE LOADING PORT, THE
SELLER WILL ISSUE AN INVITATION TO THE BUYER'S DESIGNATED TEAM TO VIEW AND INSPECT THE
SHIPMENT AT THE LOADING PORT AT THE SAME TIME SGS OR EQUIVALENT PERFORMS THE OFFICIAL
INSPECTION AND CONFIRMATION OF THE PRODUCT.

DIGITAL DOCUMENTATION IS SHIPPED TO BUYER AND SELLER WILL SEND A PACKAGE OF ALL SHIPPING
DOCUMENTS TO SELLER'S BANK TO REQUEST PAYMENT FROM BUYER'S BANK OR MT103 OR TT FROM THE
BUYER DIRECTLY. UPON FINAL RECEIPT OF FULL PAYMENT FOR SHIPPING, THE COMPLETE PACKAGE OF
ORIGINAL SHIPPING DOCUMENTS WILL BE SHIPPED BY DHL DIRECTLY TO THE BUYER.

ALL INSTRUMENTS HAVE TO ISSUED AND SWIFTED THROUGH THE SWIFT CENTRAL OF BRUSSELS.

WE DO NOT SEND BL OR OTHER SHIPPING INSPECTION CERTIFICATES FROM PREVIUS CUSTOMERS FOR
ANYONE TO REVIEW (DATA PROTECTION ACT).

WE DO NOT SEND PHYSICAL SAMPLES, WITHOUT EXCEPTION.

WE DO NOT SEND PHOTOS OR VIDEOS IN FURTHER TO AVOID DISTURBING THE PRIVACY AND IDENTITY
OF OUR SUPPLIERS.

ALL PAYMENTS MUST BE RELEASED AT THE PORT OF LOADING, WE DO NOT ACCEPT ANY PAYMENT
RELEASE AT THE PORT OF DESTINATION

ALL INSPECTION BY SGS MUST BE DONE AT THE PORT OF LOADING. THE SGS REPORT AT THE PORT OF
SHIPMENT IS THE ONLY REFERENCE FOR PAYMENT; WE DO NOT PERFORM ANY INSPECTION AT THE
PORT OF DESTINATION…

ALL PROCEDURES MUST BE FOLLOWED FOR THE NEGOTIATION TO CONTINUE..

SECTION 4. CONTRACT PROCEDURES:

SELLER SHALL SEND BUYER THE DRAFT SALES AND PURCHASE AGREEMENT (SPA).

BUYER SHALL DULY SIGN EACH PAGE AND COMPANY SEAL THE SALES AND PURCHASE AGREEMENT AND
RETURN TO SELLER.

SELLER SHALL DULY SIGN EACH PAGE AND COMPANY SEAL THE SALES AND PURCHASE AGREEMENT AND
RETURN TO BUYER.

THE ELECTRONIC VERSION OF SALES AND PURCHASE AGREEMENT WHEN SIGNED BY BUYER AND SELLER
IS OPERABLE.
UPON SIGNATURE OF SPA, SELLER WILL ISSUE THE PROFORMA INVOICE AND SEND TO THE BUYER.
SELLER WILL SIGN THE PROFORMA INVOICE AND RETURN TO THE SELLER. BUYER WILL INSTRUCT HIS
BANK TO ISSUE AN IRREVOCABLE ,NON TRANSFERABLE, DIVISIBLE, FULLY FUNDED OPERATIVE AND
CONFIRMED BY TOP 10 TOP BANK LETTER OF CREDIT WITH PAYMENT FOR EACH SHIPMEN BY TT.

THE BUYER RESERVES THE RIGHT TO WITNESS THE LOADING OF THE VESSEL AT THE LOADING PORT
AT THE BUYER’S SOLE EXPENSE. UPON RECEIVING SHIPPING DOCUMENTS BUYER WILL IINSTRUCT HIS
BANK TO CREDIT SELLER'S BANK FOR THE FULL AMOUNT OF THE SHIPMENT OR SEND THE COMPLETE
PAYMENT OR EQUIVALENT FOR THE AMOUNT OF SHIPMENT ONCE SHIPPING DOCUMENTS ARE
PRESENTED TO THE BUYER'S BANK BY THE SELLER'S BANK AND THE BUYER AFTER ISSUANCE OF ALL
SHIPPING DOCUMENTS AT LOADING PORT.

SECTION 5. VESSEL LOADING AND SHIPMENT :

5.1. SELLER SHALL BOOKING THE VESSELS , COMPLETE S.G.S. INSPECTIONS (OR EQUIVALENT) AND
CONTAINERS LOADING WITHIN TWENTY SIX(26) DAYS OF RECEIVING AND CONFIRMING THE FINANCIAL
INSTRUMENT FROM BUYER. IF, FOR ANY FORCE MAJOR MOTIVE WILL BE NECESARY TO ROLL THE VESSEL
BOOKING, SELLER SHALL INFORM THE BUYER IMEDIATLLY.

SECTION 6. PORT OF DESTINATION & INCOTERMS:

6.1. NEW VISIION IMPEX CORPORATION IDIAN, PORT OF DESTINATION YEMAN HODEIDA PORT. SHIPPING
TERMS ARE “COST, INSURANCE AND FREIGHT” (CIF), INCOTERMS 2020 SHALL BE APPLIED. SOME
DESTINATIONS MAY NOT BE POSSIBLE DUE TO GOVERNMENTAL OR INTERNATIONAL TRADE EMBARGO’S
OR LOGISTIC CONSTRAINTS. ANY CHANGES OR ADDITIONAL PORTS ARE TO BE ADVISED TO THE SELLER
WITHIN A TIME PERIOD OF THIRTY (30) DAYS PRIOR TO DATE OF SHIPMENT, WITH EXCEPTION OF NO
OPERATIONAL PORTS DUE TO NATURAL DISASTER THE BUYER WARRANTS THAT THE PRODUCT WILL
NOT BE TRADED DIRECTLY OR INDIRECTLY WITH OR TO ANY NATION, ENTITY OR DESTINATION
PROHIBITED BY THE UNITED NATIONS.

SECTION 7. WEIGHT & QUALITY INSPECTIONS:

THE SELLER GUARANTEES THAT EACH PRODUCT DELIVERY WILL BE PROVIDED WITH AN INSPECTION
CERTIFICATE OF QUALITY, QUANTITY AND WEIGHT ISSUED AT SELLER’S EXPENSE AT THE TIME OF
PRODUCT DELIVERY TO THE LOADING PORT. THE INSPECTION MUST CERTIFY THAT THE ENTIRE
PRODUCT IS IN GOOD ORDER AND PRIME CONDITION AND IN ACCORDANCE WITH THE SPECIFICATIONS
SET FORTH HEREIN. S.G.S. OR EQUIVALENT SHALL PERFORM THE PRODUCT INSPECTION AT THE PORT OF
LOADING. SELLER WILL ADVISE THE BUYER ONE (1) DAYS PRIOR TO LOADING THE VESSELS, BUYER
RESERVES THE RIGHT TO WITNESS LOADING AT THE LOADING PORT AT THE BUYER’S SOLE EXPENSE,
BUYER IS ALLOWED TO BRING CCIC TO VIEW PRODUCT. BUYER WILL CHOSE HIS OWN INSPECTION TEAM.

INSPECTIONS BY S.G.S. (SOCIETY GENERAL DE SURVEILLANCE) OR EQUIVALENT SHALL GOVERN PRODUCT

INSPECTIONS, FOR QUALITY, QUANTITY AND WEIGHT, THE WEIGHT TOLERANCE (±5%) IS ACCEPTABLE
TO THE PARTIES HERETO AND SELLER’S ABSORBS THE COST FOR SGS OR EQUIVALENT. INSPECTION CCIC
IS ALLOWED TO BE PRESENT TO REPRESENT BUYER AT LOADING PORT AND IS TOTALLY AT BUYER’S COST.

INSPECTIONS BY S.G.S. OR EQUIVALENT SHALL GOVERN ALL PRODUCT INSPECTIONS, FOR QUALITY,
QUANTITY AND WEIGHT, THE TOLERANCE OF (±5%) IS ACCEPTABLE BY BUYER AND SELLER AND IS AT
THE BUYER’S SOLE EXPENSE AT LOADING PORT.

SECTION 8. CARGO INSURANCE:

8.1. AT THE SELLER’S SOLE EXPENSE SHALL ISSUE A CARGO INSURANCE POLICY FOR THE PRODUCT. THE
INSURANCE POLICY SHALL COVER ONE HUNDRED AND TEN (110%) PERCENT OF EACH COMMERCIAL
INVOICE VALUE OF EACH SHIPMENT AND THE INSURANCE POLICY SHALL BE ISSUED IN THE NAME OF THE
BUYER.

SECTION 9. DOCUMENTATION PRESENTED FOR PAYMENT:

A FULL SET OF THE FOLLOWING DOCUMENTS SHALL BE ISSUED IN THREE (03) ORIGINAL AND ONE
(01) COPY, UNLESS OTHERWISE STATED.

COMMERCIAL INVOICE (EACH SIGNED IN ORIGINAL AND STAMPED BY SELLER) SHOWING THE COMMODITY
NAME, LETTER OF CREDIT (LC) NUMBER, B/L NUMBER AND DATE, QUANTITY LOADED, COMMERCIAL
INVOICE VALUE AND LOADING PORT. (THREE ORIGINALS AND THREE COPIES).

FULL SET CLEAN ON BOARD MARINE BILLS OF LADING COVERING PORT-TO-PORT SHIPMENT, MARKED
AS “FREIGHT PREPAID” ISSUED TO APLICANT( BUYER) (THREE ORIGINAL AND THREE COPIES).

CERTIFICATE OF ORIGIN AND INSPECTION CERTIFICATE OF WEIGHT AND QUALITY, ISSUED BY

SOCIETE GENERALE DE SURVEILLANCE (S.G.S.) AT PORT OF LOADING SHOWING, QUALITY AND
 QUANTITY SHIPPED EVIDENCE THAT GOODS ARE IN FULL CONFORMITY WITH SPECIFICATIONS
AND CONDITIONS MENTIONED IN PRESENT AGREEMENT (CONTRACT) (ONE ORIGINAL AND 3
COPIES)

PACKING LIST. (THREE ORIGINAL AND THREE COPIES)

CERTIFICATE OF SAMPLING/ANALYSIS ISSUED AND SIGNED BY S.G.S. OR EQUIVALENT

CERTIFICATE OF WEIGHT ISSUED AND SIGNED BY S.G.S. OR EQUIVALENT

CUSTOMS EXPORT CLEARANCE CERTIFICATE

9.9 EXPORT CERTIFICATE REGISTRATION

9.10. CERTIFICATE OF INSURANCE COVERING 110% OF THE COMMERCIAL INVOICE VALUE OF

COMMODITY.

9.13. BENEFICIARY’S CERTIFICATE CONFIRMING THAT COPIES OF ALL SHIPPING DOCUMENTS WERE SENT
TO BUYER’S BANK AND THE HARD COPIES HAVE BEEN SENT TO EACH PARTY BY EMAIL WITH
TRANSMISSION RECEIPT.

SECTION 10. OTHER CONDITIONS:

PARTIAL SHIPMENTS ALLOWED (IF IT IS NECESSARY TO SPLIT THE ORDER IN TWO OR MORE VESSELS, IT
CAN BE DONE IF IT IS NOT POSSIBLE TO SEND THE ORDER IN A SINGLE VESSEL. THIS SITUATION IS NOT
FOR SHIPMENT OF THE ORDER PARTIALLY BUT ALWAYS SHIPPED IN ENTIRETY, BUT IT CAN BE
DIVIDED FOR MORE THAN ONE VESSEL IF IT IS NOT POSSIBLE TO SEND THE ORDER IN A SINGLE VESSEL.)

TRANSSHIPMENTS ALLOWED.

SHIPPING DOCUMENTS PRESENTED WITHIN TEN (10) DAYS AFTER THE DATE OF THE BILL OF LADING BUT
WITHIN FINANCIAL INSTRUMENT VALIDITY ARE ACCEPTABLE.

DOCUMENTS WORDING (PCT) OR (ETD) OR (ETA) OR (%) OR (0/0) OR (%) OR (MT) OR (S.G.S.) OR (±5%)
IS ACCEPTED
SHIPMENT IN “FOOD VESSEL” OR RECOMMENDED CONTAINAR INCOTERM CIF.

SELLER’S TO PROCEED BOOKING VESSEL MINIMUM FIVE (15) DAYS BEFORE ETA FOR LOADING.

BUYER SHALL NOMINATE SHIP AGENT AT DISCHARGE PORT BEFORE ETA FOR UNLOADING.

CHARTER PARTY BILL OF LADING AND THIRD-PARTY DOCUMENTS ARE ACCEPTABLE.

FIVE PERCENT (±5%) TOLERANCE IN WEIGHT IS ACCEPTABLE BY THE BUYER AND SELLER.

10.10 IN THE EVENT OF SIGNIFICANT AND ABNORMAL MACRO ECONOMIC CHANGES AFFECTING THE
COMMODITY AND FREIGHT CHARGES WHERE A PARTY CAN PROVE THE SIGNIFICANT CHANGE SHALL BE
ENTITLED TO NOTIFY THE OTHER PARTY OF SUCH CHANGES SO PARTIES CAN DISCUSS A SOLUTION.

SECTION 11. TERMS OF DELIVERY:

SELLER SHALL ADVISE BUYER CONTAINERS BOOKING NUMBERS NO LATER THAN SEVEN (15) DAYS PRIOR
TO THE VESSEL’S ARRIVAL AT THE PORT OF LOADING.

SELLER IS RESPONSIBLE FOR ALL SUPERVISION, FEES AND/OR LEVIES AT THE PORT OF LOADING.
NOT LATER THAN SEVENTY TWO (72) HOURS FROM THE COMPLETION OF LOADING, THE SELLER SHALL
TELEX, FAX, OR EMAIL THE BUYER AND INFORM THEM OF THE VESSEL’S SAILING DATE AND THE EXPECTED
TIME OF ARRIVAL AT THE PORT OF DESTINATION. SELLER SHALL INFORM THE BUYER OF THE VESSEL’S
NAME, TOTAL OF CONTAINERS AND REFERENCE NUMBER OF EACH ONE AT COMPLETION OF LOADING THE
QUANTITY LOADED PER CONTAINER AND THE QUANTITY SHIPPED.

SECTION 12. VESSEL DISCHARGE & DEMURRAGE:

LAY TIME SHALL COMMENCE FROM THIRTEEN HUNDRED (1300) HOURS IF VESSEL NOTICES OF READINESS
TO DISCHARGE IS GIVEN PRIOR TO NOON AND FROM ZERO EIGHT HUNDRED (0800) HOURS OF THE NEXT
WORKING DAY IF NOTICE IS GIVEN AFTER NOON. IF THE PORT IS CONGESTED, THEN LAY TIME IS TO
COMMENCE TWENTY-FOUR (24) HOURS AFTER NOTICE OF READINESS IS GIVEN. THE BUYER IS
RESPONSIBLE FOR THE PRODUCT DISCHARGE AND ANY COSTS AT DISCHARGE PORT.

ALL PORT OF LOADING CHARGES ARE ON THE ACCOUNT OF THE SELLER AND ALL PORT OF DISCHARGE
CHARGES ARE ON THE ACCOUNT OF THE BUYER.

THE DEMURRAGE SHALL BE DETERMINED BY VESSEL MASTERS INVOICE AND A REASONABLE AMOUNT OF
TIME SHALL BE DEEMED AS FIVE (05) INTERNATIONAL BANKING DAYS. ALL PARTIESSHALL AGREE ON
THE AMOUNT THAT THEY WILL BEAR AND SHALL BE PAID PRO-RATA. BUYER MUST ENSURE REQUESTED
DISCHARGE PORTS ARE CAPABLE TO RECEIVE THE HIGH VOLUMES OF THE COMMODITY REQUESTED IN
ORDER TO PREVENT EXCESS DEMURRAGE OR EXCESS DELAYS FOR THE INCOMING VESSEL TRAFFIC OR TO
IMPEDE SCHEDULED DELIVERIES. SELLER IN NO WAY IS RESPONSIBLE FOR DISCHARGE PORT
CAPABILITIES OR FACILITIES OR COSTS.

SECTION 13. ADVICE OF SHIPMENT:

13.1 ETA OF THE VESSEL WILL BE INFORMED AT THE BOOKING OF THE CONTAINERS AND FORWARDED
TO THE BUYER

13.2. IF DELAYS HAPPENS, SELLER SHALL ADVISE THE BUYER THE NEW ETA DATE INFORMED FROM
THE SHIPPING COMPANY..

SECTION 14. TERMS OF SHIPMENT “INCOTERMS 2020”:

THE SELLER SHALL SHIP THE PRODUCT WITHIN THE TIME STIPULATED IN SHIPPING SCHEDULE IN “ANNEX
A” GIVEN AND AGREED UPON BY BUYER AND SELLER IN THIS AGREEMENT.

THE BUYER WILL NOT BE RESPONSIBLE FOR THE TERMS OF THE CHARTER PARTY, WHICH DEVIATE FROM
THE TERMS OF THIS AGREEMENT UNLESS DIFFERENT TERMS HAVE PREVIOUSLY BEEN AGREED UPON IN
WRITING BETWEEN THE BUYER AND SELLER..
THE CONTAINERS HIRED BY THE SELLER SHALL BE SUITABLE AND SHALL BE IN GOOD CONDITION;

THE SHIPEMENT SHALL SAIL AND ARRIVE AT THE PORT OF DESTINATION WITHIN THE NORMAL
REASONABLE PERIOD OF TIME.

IF THE VESSEL SUFFERS ANY ACCIDENT OR MECHANICAL PROBLEM EN ROUTE, THE BUYER SHALL TIMELY
ADVICE THE SELLER OF THE PROBLEM AND PRESENT IMMEDIATE CLAIM TO THE INSURANCE TO COVER DAMAGE
CAUSED BY THE DELAY.

SECTION 15. IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES:

ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION HAVING ANY EFFECT ON THIS
CONTRACT ARE ON THE BUYER’S ACCOUNT AND HIS SOLE RESPONSIBILITY. BUYER MUST HAVE PROOF OF
PAYMENT OR IMPORT PERMISSIONS AND PERMITS IN WRITING BY THE INTERNATIONAL CHAMBER OF
COMMERCE OR MINISTRY OF TRADE OF COMMODITY RECEIVING PORT AND COPIES SENT TO THE SELLER.

BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, PERMISSIONS AND LICENSES OR
ANY OTHER DOCUMENTS REQUIRED BY THE GOVERNMENT OF THE IMPORTING NATION.

SELLER SHALL BEAR NO RESPONSIBILITY TO PROVIDE SUCH DOCUMENTATION. BUYER WILL BEAR ALL
COSTS ASSOCIATED WITH SECURING SUCH DOCUMENTS AND WILL ALSO BEAR ALL COSTS AND PENALITIES
IF SUCH DOCUMENTS ARE NOT SECURED.

IN NO CASE SHALL THE SELLER BE HELD LIABLE FOR MISSING OR IMPROPER DOCUMENTATION THAT THE
BUYER IS REQUIRED TO PROVIDE. ALL SHIPPING DOCUMENTS ARE BASED ON INCOTERMS 2010.

SECTION 16. FORCE MAJEURE:

NEITHER OF THE CONTRACTING PARTIES WILL ANSWER FOR THE MISCARRYING OUT IN DUE TIME
AND/OR FOR THE IMPROPER TOTAL OR PARTIAL PERFORMANCE OF EITHER OBLIGATION HE/SHE MAY
HAVE ON THE BASIS OF THIS PRESENT AGREEMENT, IF THE MISCARRYING OR IMPROPER PERFORMANCE
WERE CAUSED BY FORCE MAJEURE, AS ESTABLISHED BY LAW .

THE PARTY THAT INVOKES FORCE MAJEURE OUTSIDE OF NATURAL CAUSES, EARTHQUAKE, STORMS, OR
FIRE THROUGH (ACT OF GOD), OR DECLARATION OF WAR, CIVIL WAR, MILITARY ACTION, GOVERNMENT
EMERGENCY ACTIONS, STOP ORDER, STRIKE IS OBLIGATED TO LET THE OTHER PARTY KNOW ABOUT IT
ON A PERIOD OF FIVE (05) DAYS, CONDITIONS PERMITTING, AND HAS TO TAKE ALL THE POSSIBLE
MEASURES IN ORDER TO LIMIT CONSEQUENCES.

IF IN A PERIOD OF TWENTY(20 )DAYS SINCE THE EVENT TAKES PLACE, THIS DOES NOT CEASE, THE
PARTIES HAVE THE RIGHT TO ASK FOR REASONABLE COMPENSATION.

SECTION 17. DISCLOSURE:

17.1. THIS AGREEMENT IS NOT TO BE FREELY CIRCULATED AND IS ONLY FOR THE PURPOSE OF THE
TRANSACTION CONTAINED HEREIN. ALL DISCLOSED INFORMATION ABOUT THE TRANSACTION TO
INSURANCE AGENTS, SHIPPING COMPANIES, BANKING OFFICIALS, AND FORWARDING AGENTS, RELATED
PARTIES SHALL NOT BE HELD AS BREACH OF CONFIDENTIALITY, NOR BUYER OR SELLER SHOULD BE HELD
RESPONSIBLE FOR THE ACTIONS OF OFFICERS OR AGENTS OF SUCH THIRD PARTIES.

SECTION 18. NON CIRCUMVENTION AND NON DISCLOSURE:

THE BUYER AND SELLER ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER
OF COMMERCE, LONDON, UNITED KINGDOM 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
FIVE (05) YEARS FROM THE DATE OF EXECUTION OF THIS CONTRACT WITH ADDITIONAL FIVE (05) YEARS
AUTOMATIC ROLL OVER RENEWALS AT THE CLOSE OF EACH TRANSACTION OR EXCHANGE OF
INFORMATION;

THIS CLAUSE IS EXTENSIVE TO ALL SUBSIDIARIES AND AFFILIATED COMPANIES AND INCLUDES AND
PROTECTS THE INTERMEDIARY COMPANIES, ACTING AS AGENT, BROKERS OR MANDATE. IT IS FURTHER
AGREED THAT ANY INFORMATION OF BUYER AND SELLER CONTAINED IN THIS AGREEMENT IS TO BE HELD
IN THE STRICTEST CONFIDENCE.

THE INTERMEDIARY COMPANIES, BROKERS OR MANDATES SHALL NOT BE HELD LIABLE TO THE SELLER
OR BUYER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE
DAMAGES (INCLUDING LOST PROFITS AND LOST BUSINESS), ARISING OUT OF OR RELATED TO THIS
AGREEMENT.

THE INTERMEDIARY COMPANIES, BROKERS OR MANDATES SHALL COMPLETE AN INTERNATIONAL

CHAMBER OF COMMERCE (ICC) MASTER FEE PROTECTION AGREEMENT WITH THE SELLER TO GUARANTEE
THEIR RIGHTFUL COMMISSION.

SECTION 19. VARIATION AND INDULGENCE:

19.1. NO WAIVER BY A PARTY OF ANY BREACH, FAILURE, OR DEFAULT IN PERFORMANCE BY THE

OTHER PARTIES, AND NO FAILURE, REFUSAL, OR NEGLECT BY A PARTY TO EXERCISE ANY RIGHT
HEREUNDER OR TO INSIST UPON STRICT COMPLIANCE WITH OR PERFORMANCE OF THE OTHER PARTY’S
OBLIGATIONS UNDER THIS AGREEMENT SHALL CONSTITUTE A WAIVER OF THE PROVISIONS OF THIS
AGREEMENT UNLESS AGREED IN WRITITNG AND SIGNED BY BUYER AND SELLER.

SECTION 20. MISCELLANEOUS:

ALL DOCUMENTATION RELATED TO THIS AGREEMENT OR REFERRED BY THIS CONTRACT SHALL BE IN THE
OFFICIAL ENGLISH LANGUAGE. ANY DOCUMENTS GENERATED BY THE COUNTRY OF ORIGIN IN OTHER
THAN ENGLISH LANGUAGE SHALL BE ACCOMPANIED BY PROPER TRANSLATION INTO ENGLISH LANGUAGE.
THE DOCUMENT WOULD NOT BE BINDING ON BUYER AND SELLER UNTIL THE RECEIVING PARTY ACCEPTS
IN WRITING THE ENGLISH TRANSLATION AS VALID.
BOTH PARTIES RESERVE THE RIGHT TO ASSIGN THIS AGREEMENT, SHOULD THE NEED ARISE, TO INSURE
FULL AND COMPLETE PERFORMANCE OF ITS OBLIGATIONS AS THE SELLER AND THE BUYER UNDER THIS
AGREEMENT PROVIDED THAT PRIOR NOTIFICATION OF THE ASSIGNMENT IS GIVEN TO THE OTHER PARTY
.

SECTION 21. MEDIATION AND ARBITRATION PENALTIES :

21.1. FOR ANY REASON, EITHER PARTY FAILS TO EXCUTE THIS AGREEMENT WITHIN 30 WORKING DAYS
AFTER THE AGREEMENT IS SIGNED AND SEALED, EITHER PARTY HAVE THE RIGHT TO CANCEL THE
AGREEMENT BY WRITING A NOTICE THROUG EMAIL OR REGISTER MAIL. AND AT THE SAME TIME, IF
THE SELLER FAILS TO BRING PRODUCT TO LOADING PORT FOR THE FINAL VERIFICATION AND
CERTIFICATION NO LATER THAN 31 DAYS THAN THE SHIPPING SCHEDULE OF THE CONTRACT AFTER RECEIPT
AND CONFIRMATION OF FINANCIAL INSTRUMENT. THE BUYER SHOULD HAVE THE RIGHT TO CANCEL THE
CONTRACT AND THE SELLER SHOULD PAY COMPENSATION 2% OF TOTAL VALUE OF THE CONTRACT TO THE
BUYER.

IF A CLAIM, DEMAND, DISAGREEMENT, CONTROVERSY OR DISPUTE (COLLECTIVELY, “DISPUTE”) ARISES

FROM OR IN CONNECTION WITH THIS CONTRACT OR THE BREACH THEREOF, AND IF THE DISPUTE CANNOT
BE SETTLED THROUGH DIRECT DISCUSSIONS, THE PARTIES AGREE TO ENDEAVOR FIRST TO SETTLE THE
DISPUTE IN AN AMICABLE MANNER BY MEDIATION TO BE HELD IN THE CITY OF LONDON, UK. THERE
AFTER, ANY UNRESOLVED DISPUTE ARISING FROM OR RELATING TO THIS CONTRACT OR BREACH
THEREOF SHALL BE SETTLED BY ARBITRATION CONTROVERSY OR CLAIM INITIATED BY WRITTEN NOTICE
BY EITHER PARTY TO THE OTHER (THE “NOTICE OF ARBITRATION”). THE ARBITRATION SHALL BE
CONDUCTED IN ENGLISH AND HELD IN, LONDON, UK AND THE LAW SHALL BE OF ENGLAND IN ACCORDANCE
WITH ITS INTERNATIONAL ARBITRATION RULES, AS SUPPLEMENTED BY THE SUPPLEMENTARY
PROCEDURES FOR INTERNATIONAL COMMERCIAL ARBITRATION. EACH PARTY SHALL DESIGNATE ONE
ARBITRATOR (WHO SHALL HAVE EXPERTISE IN THE COMMODITIES) WITHIN 15 DAYS OF THE RECEIPT OF
THE NOTICE OF ARBITRATION AND THE TWO APPOINTED ARBITRATORS SHALL JOINTLY DESIGNATE A
THIRD ARBITRATOR (WHO SHALL HAVE EXPERTISE IN THE COMMODITIES) WITHIN TEN (10) DAYS OF
THEIR APPOINTMENT.

JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED INANY COURT
HAVING JURISDICTION THEREOF AND THE PARTIES AGREE THAT ANY AND ALL ARBITRATION AWARDS
SHALL BE FINAL, BINDING AND SUBJECT TO NO APPEAL, AND SUCH AWARDS SHALL DETERMINE
RESPONSIBILITY FOR THE COSTS OF ARBITRATION AND ALL MATTERS RELATED THERETO.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, NEITHER PARTY SHALL BE PRECLUDED
FROM SEEKING INJUNCTIVE RELIEF OR A TEMPORARY RESTRAINING ORDER PRIOR TO IMPLEMENTING
PROCEDURES FOR MEDIATION OR ARBITRATION HEREUNDER PROVIDED THAT SUCH PARTY
DETERMINES IN THE GOOD FAITH EXERCISE OF ITS BEST JUDGMENT THAT IT WILL SUFFER IRREPARABLE
HARM OR INJURY BY ANY DELAY CAUSED BY MEDIATION OR ARBITRATION PROCEEDINGS. BUYER’S
ACCEPTANCE OF THE SHIPMENT AND THE PRODUCT AS PER THE DELIVERY TERMS OF THIS CONTRACT
SHALL BE CONCLUSIVE EVIDENCE BEFORE ANY COURT OF LAW OR ARBITRATION THAT THE TERMS AND
CONDITIONS ENCAPSULATED IN THIS CONTRACT WERE FULLY MET BY SELLER.

SECTION 22. CAPTIONS:

22.1. THE CAPTIONS USED IN CONNECTION WITH THE SECTIONS OF THIS AGREEMENT ARE INSERTED ONLY
FOR THE PURPOSE OF REFERENCE. SUCH CAPTIONS SHALL NOT BE DEEMED TO GOVERN, LIMIT, MODIFY,
OR IN ANY OTHER MANNER AFFECT THE SCOPE, MEANING, OR INTENT OF ANY PROVISIONS OR ANY PART
THEREOF; NOR SHALL SUCH CAPTIONS OTHERWISE BE GIVEN ANY LEGAL EFFECT.

SECTION 23: GOVERNING LAW:

23.1. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE RULES OF
THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) AND SUBJECT TO THE INTERPRETATION OF
INCOTERMS 2010 EDITION. ANY DISCREPANCIES BETWEEN THE GOVERNING APPLICABLE LAW AND THIS
AGREEMENT, THE PARTIES AGREEMENT CONTAINED IN THIS AGREEMENT SHALL PREVAIL, AS LONG AS
THEY ARE LEGAL. IF THERE SHALL EXIST ANY LEGALITY CONFLICT BETWEEN ANY PROVISION CONTAINED
HEREIN AND ANY SUCH APPLICABLE LAW OR POLICY, THE LATTER SHALL PREVAIL; AND THE PROVISION
OR PROVISIONS HEREIN AFFECTED SHALL BE CURTAILED, LIMITED OR ELIMINATED TO THE EXTENT (BUT
ONLY TO THE EXTENT) NECESSARY TO REMOVE SUCH LEGAL CONFLICT, AND AS SO MODIFIED, ANY AND
ALL OTHER WORDS, PHRASES, PARAGRAPHS OR SECTIONS OF THIS AGREEMENT SHALL CONTINUE IN FULL
FORCE AND LEGAL EFFECT.

SECTION 24. ADDRESSES AND NOTICES:

24.1. THE PARTIES ADDRESSES ARE AS FIRST WRITTEN AND RECORDED HEREIN AT THE BEGINNING OF
THIS AGREEMENT AND NOTICES TO SUCH ADDRESS WILL BE REGARDED AS RECEIVED WITHIN TEN
(10) DAYS AFTER DISPATCHED BY COURIER SERVICE TO SUCH ADDRESS WITH A RECEIPT COPY BY
REGISTERED MAIL, BY FAX OR EMAIL SHALL BE REGARDED DELIVERED AND RECEIVED WITHIN TWENTY
FOUR (24) HOURS WITH RECEIPT COPY OF FAX OR EMAIL. ANY CHANGE OF ADDRESS SHALL BE BY
WRITTEN NOTICE SENT IN THE SAME TERMS AND CONDITIONS AS SPECIFIED ABOVE

SECTION 25. ENTIRE AGREEMENT:

25.1. THIS AGREEMENT EXPRESSES THE ENTIRE UNDERSTANDING AND THE ENTIRE AGREEMENT
BETWEEN SELLER AND BUYER AND REPLACES AND SUPERSEDES ANY AND ALL PREVIOUS
ARRANGEMENTS, UNDERSTANDINGS, REPRESENTATIONS, EITHER ORAL OR WRITTEN, INCLUDING ALL
OTHER DOCUMENTS PREVIOUS TO THIS AGREEMENT AND REGARDING THE SUBJECT MATTER HEREOF
FROM THE DATE AND YEAR FIRST WRITTEN.

SECTION 26. EXECUTION OF CONTRACT – BANK INFORMATION:

UPON FULL EXECUTION OF THIS AGREEMENT THAT SHALL BE LEGAL AND BINDING BY COURIER, FAX AND
E-MAIL COPIES, EACH OF WHICH SHALL BE DEEMED AS ORIGINAL IN NATURE AND SHALL REMAIN
ENFORCEABLE UNTIL BUYER AND SELLER EXECUTE FOUR (04) ORIGINAL HARD COPIES MADE IN PDF
FORMAT. BUYER SHALL SEND TO SELLER FOUR FULLY EXECUTED ORIGINALS SETS WITH SIGNATURES ON
EVERY PAGE OF THE AGREEMENT. SELLER SHALL EXECUTE AND DISTRIBUTE ALL FOUR (04) ORIGINAL
COPIES. ONE SET TO BUYER, ONE SET TO BUYER’S BANK, ONE SET TO SELLER’S BANK AND SELLER SHALL
KEEP ONE SET. CARBON COPIES CANNOT BE USED AND WILL NOT BE ACCEPTED OR VALID. THEREAFTER
ANY ADDITIONS, DELETIONS OR AMENDMENTS TO THIS AGREEMENT WILL NOT BE VALID UNLESS AGREED
IN WRITING AND SIGNED BY BOTH PARTIES UTILIZING THE SAME PROCEDURE DESCRIBED HEREIN ABOVE.
ALTERNATE CORPORATE BANK ACCOUNTS – DUE TO THE DIFFERENT BANKING REGULATIONS AND
PRACTICES AROUND THE WORLD, VARIOUS BANKING INSTRUMENTS ARE ACCEPTED BY SOME BANKS
IN SOME COUNTRIES AND NOT ACCEPTED BY OTHERS. DEPENDING UPON THE FINANCIAL INSTRUMENT
FINALLY ISSUED BY THE BUYER TO THE SELLER, IN ORDER TO FACILITATE THE TRANSACTION, IT MAY BE
NECESSARY FOR THE SELLER TO USE A BANK OTHER THAN ORIGINALLY DESIGNATED. DIRECT CONTACT
WITH ANY BANK DESIGNATED BY THE SELLER WITHOUT FIRST GAINING WRITTEN PERMISSION IS NOT BE
PERMITTED AND COULD RENDER THIS AGREEMENT NULL AND VOID AT THE SELLER’S SOLE DESCRETION.

SECTION 27. SELLER AND BUYER BANKING DETAILS

27.1. THE BUYER CONFIRMS THE FUNDS ARE GOOD CLEAN CLEAR, NON-CRIMINAL FUNDS AND THE FUNDS
ARE AVAILABLE TO TRANSFER VIA MT103 BANK TRANSFER BY THE BUYER’S BANK ACCOUNT
ACCORDINGLY THE PROCEDURES DESCRIBE IN THIS AGREEMENT.
27.2.

BUYER’S BANK

BANK NAME

BANK ADDRESS

BANK OFFICER

BANK
TELEPHONE

BANK EMAIL

ACCOUNT NAME

ACCOUNT
NUMBER

SWIFT CODE
27.3.

SELLER’S BANK

BANK NAME CANARA BANK

BANK ADDRESS PALANI

BANK OFFICER ARANGANATHAN .CEO CANARA BANK

OFFICER 9489045785
TELEPHONE
ACCOUNT HOLDER THREE EARTH COMPANY

ACCOUNT NUMBER 120001505164

IFSC NUMBER CNRB0001018

SWIFT CODE CNRBINBBBFD

BENEFICIARY PANDIDURAI K
NAMET
EMAIL [email protected]
ALL BANK CHARGES FROM THE BUYER’S BANK RELATED TO THIS AGREEMENT IS SOLELY ON THE BUYER’S
ACCOUNT.

ALL BANK CHARGES FROM THE SELLER’S BANK RELATED TO THIS AGREEMENT IS SOLELY ON THE SELLER’S
ACCOUNT.

SECTION 28. - AGREEMENT SIGNATORIES :

28.1. IN WITNESS THEREOF, BOTH PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BYTHEIR
AUTHORIZED REPRESENTATIVES THAT HEREBY FULLY UNDERSTAND, AGREE AND ACCEPT THE TERMS
AND CONDITIONS OF THIS AGREEMENT WITH THEIR DULY AUTHORIZED SIGNATURES AFFIXED BELOW ON
THE DATE AND YEAR FIRST WRITTEN. THE PARTIES HEREOF ARE LEGALLY AUTHORIZED BY THEIR
RESPECTED COMPANIES TO EXECUTE THEIR SIGNATURES ON BEHALF OF THEIR COMPANY.

TITLE: PROPRIETOR - THREE EARTH COMPANY

SELLER’S REPRESENTATIVE: MR .PANDIDURAI K

THREE EARTH COMPANY.

EXPORT SALES MANAGER
MR. EMMANUEL JAYARAJ.

BUYER’S REPRESENTATIVE:

TITLE: CEO
(THE BUYER)

“ANNEX A”

SHIPPING TERMS AND CONDITIONS:

• THE FIRST SHIPMENT SHALL START WHEN SELLER RECEIVES AND APPROVES THE FINANCIAL
INSTRUMENT LETTER OF CREDIT (LC) AS WRITTEN IN SECTION

3.SUB-SECTION

3.1. AT LOADING PORT SHIPPING DOCUMENTS ARE FORWARDED TO THE SELLER’S BANK WHICH SENDS
THE SHIPPING DOCUMENTS TO THE BUYERS BANK WHICH UPON RECEIVING THE SELLER’S COMMERCIAL
INVOICE, SHIPPING DOCUMENTS AND S.G.S. DOCUMENTS, CREDITS THE SELLER’S BANK ACCOUNT
WHITHIN 3 BANKING DAYS.

• PARTIAL SHIPMENTS ALLOWED, TRANSSHIPMENTS NOT ALLOWED.

INSPECTIONS BY S.G.S. (SOCIETY GENERAL DE SURVEILLANCE) SHALL GOVERN ALL INSPECTIONS
FOR QUALITY, QUANTITY AND WEIGHT (±5%) WEIGHT TOLERANCE IS ACEPTED BY THE BUYER AND SELLER
HEREOF.M CCIC IS AUTHORIZED TO VIEW CARGO AND WORK WITH SGS TO BE ASSURED THAT ALL
NECESSARY DOCUMENTS ARE ISSUED

“ANNEX A” IS AN INTEGRAL PART OF THE AGREEMENT WRITTEN ABOVE.

❖ AFTER WE AGREE ALL TREM AND CONDITIONS, LOANDING PRODUCT OF MOQ:22MT PACKING: PACKAGED IN
25KG / 50 KG/200KG /500KG/ 2000KG/ (NET WEIGHT) NEW POLY-LINED JUTE BAG OR EQUIVALENT AS PER
YOUR REQUEST TO SHIP IN THE 25 TO 30 TH DAYS TOTAL CONSIGNMENT.

AFTER COMPLETION OF LOADING PROCESS, THREE WORKING DAYS FOR

DOCUMENTATION AND SHIPPING CERTIFICATES WORK HAS BEEN DONE

“ANNEX B”

ELECTRONIC SIGNATURES AND TRANSMISSIONS

“ACCEPTED AND AGREED WITHOUT CHANGE”

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN
RESPECT OF ANY PROVISIONS OF THIS AGREEMENT.

AS APPLICABLE, THIS AGREEMENT SHALL BE:

INCORPORATE U.S. PUBLIC LAW 106-229, “ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE
ACT” OR SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC
SIGNATURES (2001).

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE

UNITED NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).

“ANNEX B” IS AN INTEGRAL PART OF THE AGREEMENT WRITTEN ABOVE AGREE WITH BOTH PARTIES.

“ANNEX C”
BUYER’S INCORPORATION CERTIFICATE:

ANNEX D”

BUYER’S PASSPORT:

“ANNEX E”

“ANNEX F”

THREE EARTH CONMPANY SALES & EXPORT MANAGER PASSPORT