YARN IMPORT CONTRACT

NO. 2802/2017 / PK
February 28, 2017

Party A (seller): Vardhman Group

Address: Chandigarh - Ludhiana - Punjab - India Phone: + 91-161-2228943-48
Email: mngt@vardhman.com Represented by Mr. S.P Oswan
Bank account: 883568300 (USD) Bank: South Indian Bank
AND
Party B (buyer): Song Hong Garment Joint Stock Company
Address: 105 Nguyen Duc Thuan - Nam Dinh City - Nam Dinh Province -
Vietnam
Phone: + 84-350-3649365 Represented by Mr. Bui Duc Thinh
Bank account: 19030006318468 (VND))
Bank: Vietcombank Vietcombank, Head Office, Hanoi

The two parties have agreed and agreed on the performance of international
goods trading contracts under the following terms and conditions:
1. NAME OF GOODS: cotton fabric
2. QUANTITY: 50 MT (± 5% tolerance by seller)
3. QUALITY:
- Product name: PPL01
- 100% new models, produced in 2016
- Material: 100% cotton
- Origin: India
 
- Weaving style: smooth
- Size: 150 cm (59 ”)
- Weight: 109g / m2

4. PACKAGING, SIGNAL CODE:

- Every 50m length of fabric is rolled into a roll of 150cm width
- Each roll is wrapped with nylon PE against steam, moisture
- For every 6 rolls, packed in 01 carton, 120cm wide x 180cm long x 100cm tall
5. UNIT PRICE:
2000USD / MT CIP Noi Bai International Airport INCOTERMS 2010
Total price: 100,000 USD
In words: One hundred thousand US dollars even
6. DELIVERY
- Delivery time is no later than March 20, 2017
- Loading Port: Sahnewal International Airport, India Unloading port: Noi Bai
Airport, Vietnam
- After delivery, within 24 hours, the seller will power or telex to notify the buyer
of the goods, the contract number, quantity, weight, invoice value, aircraft name,
loading port, transport number menu, delivery date.
- Delivery of goods will be carried out according to Incoterms 2010. The rules and
delivery in the agreement between the parties is CIP at the workshop of the Red
River Company.
7. PAYMENT
The payment is made by L / C, irrevocable, immediate payment, payment in US
dollars, opened by the buyer to the seller to enjoy 100% of the contract value. L / C is
opened at Vietcombank Vietcombank in Hanoi, Vietnam.
 
Payment is made if presented to the bank papers
after:
- Air waybill has been confirmed, marked (prepaid freight) 3/3 copies (Clean bill of
lading)
- Commercial invoice 3/3 copies
- 3/3 copy pack
- Quality certificate issued by the seller 3/3 copies
- Certificate of origin issued by the seller 3/3 copies
- Confirmation of the seller advises the carrier level 3/3 copies.

8. INSURANCE
Insurance premiums are borne by the seller under CIP Incoterms 2010 conditions.
9. COMPLAINTS
a. Seller is responsible for and costs incurred for the inspection of goods
before delivery.
b. In case of loss or damage after goods have arrived at the port of delivery,
the buyer has the right to complain to the seller about the volume of goods within
2 months from the date the goods arrived at Saigon port; and complaints about the
quality of goods within 3 months from the date the goods arrive at Saigon Port.
The buyer must lodge a complaint in writing and enclose the goods inspection
record (issued by the VINACONTROL Goods Inspection Office). This
assessment record is considered to be the decision document to resolve the
complaint.
c. Any time the buyer proves that all of the above claims are the seller's
responsibility, the seller must proceed immediately without delay.
10. ANY RESISTANCE
a. The two parties are not responsible for the failure to perform the
contractual obligations in case of Force Majeure. Upon occurrence of Force
Majeure events are beyond the control of the parties, unforeseen events
 
Foreseen and unseen include but not limited to: war, civil war, riot, strike, natural
disaster, fire, damaged factory, government and military intervention. The affected
party will send a notice by Fax (or email) to the other party within 03 days after
the incident occurred. Evidence of Force Majeure will be issued by the competent
authority and sent to the other party within 7 days. Past the above time, Force
Majeure is not considered.
b. In force majeure circumstances, the parties may agree to extend the time
limit for performing contractual obligations; If the parties do not reach an
agreement or cannot reach an agreement, the time limit for performance of
contractual obligations shall be counted for an extra period equal to the time of
occurrence of the Force Majeure event plus the reasonable time to remedy the
consequences. If the period of time is extended over the period specified in the
law applicable to this contract, the affected party will be exempted from
performing contractual obligations.
11. IMPORTANT
a. During the implementation of this contract, if any dispute of both parties
cannot be resolved by negotiation and if the accused is the buyer, this dispute will
be settled by the Vietnam Foreign Trade Arbitration Council. Nam is under the
Vietnam Chamber of Commerce and vice versa.
b. The decision of the Vietnam Foreign Trade Arbitration Council in case the
accused is the purchaser will be considered to be final for both parties.
c. Arbitration fee and other related charges will be borne by the losing party
unless otherwise agreed.
12. OTHER TERMS
a. The contract takes effect from the date of signing.
b. Any changes or adjustments must be made in writing and confirmed by
both parties. Other delivery conditions not mentioned in this contract will be
subject to INCOTERMS 2010.
c. The contract is made into 03 originals in English, each party keeps 01 copy
and 01 copy is sent to the arbitration agency specified in Article 11.

Buyer Seller
Song Hong Joint Stock Vardhman Group
Company