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SALES CONTRACT
Contract No: CF20191004 Date: October 10, 2023
Party A (Seller): GREEN LEAF CLEAN AGRICULTURE CO., LTD
Address: 25 Street 197, Long Thanh My, District 9, Ho Chi Minh City Mobile phone: (+84) 868354868 Tax code: 0314655053 Represented by: Le Chanh Vinh
Party B (Buyer): MANLEY SALES
Address: 250 Nugget Ave Scarborough, Ontario M1S 3A7 Canada Tel: 416.423.6198 Tax code: 3500806643 Represented by: Alice Chu
The SELLER has agreed to sell, and the BUYER has agreed to buy the
commodity under the terms and conditions provided in this contract as follows: I.
COMMODITY – QUANTITY – PRICE:
Party A agrees to sell the Dragon Fruit for Party B as below: No Model Description Unit Quantity Price per Total (unit) unit (USD) (USD) 1 Vietnamese White - Red pink skin, Kg 1,700 17.8 30,260 - Fleshed Dragon white intestine, Fruit (Hylocereus elliptical shape, undatus) long ears 2 Vietnamese Red -Red pink skin, Kg 1,700 17.8 30,260
Flesh Dragon Fruit round shape, ears (Hylocereus are curved costaricensis)
Country of Origin: Binh Thuan Province, Viet Nam.
Total amount: CIF - CAT LAI PORT (INCOTERMS 2020) USD 60,520
(In words: US Dollars sixty thousand five hundred twenty only) II. Quality Quality criteria Standard Certification GlobalGAP standards Agreement
SPS Agreement (food hygiene, safety and phytosanitary agreement) Production Unit Code VN-47-710-25666-10-22 Packing House Code VN-47-597-25667-10-22 Irradiation treatment VN-22-021-24567-10-22 plant code
The ripeness of the fruit ranges from 4-6 according to the standard:
- The fruit is about 80-85% ripe, the skin in the final stage
changes from green to red, the fruit should be uniform ±2g/fruit
Color of peel, degree of - The fruit is clean, has a beautiful shape, and the skin is ripeness
red on over 70% of the fruit area
- The nasal cavity is no more than 1 cm deep and there is no protruding nose on the left
- The fruit ears are straight, thick, hard, green, and over 1.5 cm long Percentage of unused
About 40% of fruit weight (Including fruit peel, left stem, portion left ear). Internal state
White flesh/Red flesh, black seeds, firm flesh III. SHIPMENT
 Latest date of shipment: October 20th, 2024 (L/C must be received by the Seller not
later than October 12th, 2024).
 Partial shipment: not allowed.
 Transshipment: not allowed.
 Port of shipment: Cat Lai Port, Ho Chi Minh City, VietNam.
 Port of Destination: Vancouver Port, Canada.
 Notice of Shipment: within 5 working days after the departure date of cargo vessel,
the Seller shall notify by fax to the Buyer following shipping particulars:
+ Vessel's name and nationality: LIBERTY - Contract No: CF20191004
+ Total amount of contract - B/L No. and B/L date.
+ Port of loading and port of destination: CATLAI PORT - VANCOUVER PORT
+ Date of shipment - ETD and ETA: 21 days - November 10th, 2024
The Seller shall notify by fax or email to the Buyer the shipping information
including bill of lading, invoice, packing list, certificate of origin, certificate of quantity and quality, ... IV. PAYMENT
Receiver: GREEN LEAF CLEAN AGRICULTURE CO., LTD Bank Account: 144516134312
Bank’s name: SAI GON COMMERCIAL BANK – SACOMBANK, HeadQuarter
Add: 25 Street 197, Long Thanh My, District 9, Ho Chi Minh City, VN Payer: MANLEY SALES Bank Account: 00100912010
Bank’s Name: CANADIAN IMPERIAL BANK OF COMMERCE
Add: CIBC SQUARE, 81 BAY STREET, TORONTO, CANADA
 L/C opening date: Within 07 days after contract date, the Buyer must send the draft L/C to the Seller.
 Document presentation period: Within 21 days from ETD date, the Advising Bank
must present the original documents at the counter of Opening Bank.
 L/C Validity: within 45 days of L/C opening date.
 In case both parties fail to obligation on L/C opening and document presentation as
well, then each party must take all risks and costs arising from such failure and caused to the other side as well.
 Payment documents = Documents of Goods = Required = Documents:
+ Signed Commercial Invoice in triplicate.
+ Signed Packing List in triplicate.
+ Certificate of Quality, Quantity and Weight issued by Plant Protection Dept. belongings to MARS.
+ A full set (3/3) of clean on-board original Bill of Lading marked ‘freight prepaid’
issued by Le Chanh Vinh 01 original 01 copy; Bill of Exchange. V. PACKING AND MARKING
 Packing: are packaged in 4.5kg (net) per carton. And the sizes are 7,8,9 dragon
fruits per carton, to be closed by the carton. One layer of dragon fruit only, sealed with
adhesive tape, padding will be filled to prevent movement.  Marking:
 Producer: GREEN LEAF CLEAN AGRICULTURE CO., LTD
 Name of commodity: Vietnamese White - Fleshed Dragon Fruit; Vietnamese Red Flesh Dragon Fruit
 Vietnamese Red Flesh Dragon Fruit (H14) - Product Code: RDF-H14-EX
 Vietnamese White - Fleshed Dragon Fruit (H20) - Product Code: WDF-H20- EX
 Origin: Binh Thuan Province, VietNam  Quantity: 4.5 kg  Dimension: 39.5*30.5*21 VI. PENALITY
- In case of delayed delivery exceeding 30 days, this contract is legally terminated, and
the seller is obligated to compensate the buyer with 5% of the total contract value for damages.
- If Party A delivers a quantity different from the committed amount, Party B has the
right to request the supplier to provide the additional quantity of the missing goods and
fully cover any associated costs. Additionally, the seller is obliged to compensate for any damages incurred.
- If the quality of the delivered products is poor or not as agreed, the buyer has the
right to immediately cancel the faulty batch without compensation. Moreover, the
buyer can request the seller to replace the rejected batch, with the associated costs to be borne by the seller.
- In case of delayed payment, starting from the due date, the outstanding amount
incurs interest. The interest rate is calculated based on the overdue interest rates of banks plus an additional 2%. VII. INSURANCE
- Insurance for the contracted goods will be covered by the Seller, type B. The Buyer
should supply to the Seller all necessary documents/ information in time for arranging cargo insurance.
- The Seller is to be covered marine insurance for the Buyer’s risk of loss or damage to
the goods during the carriage to Vancouver Port in Canada but not limited to fire,
theft, collision, sinking, and natural disasters.
- According to CIF under Incoterms 2020 VIII. WARRANTY
The Seller warranty the goods in a period of 2 months from the date of shipment. Any
part under warranty clause is supply free of charge within 7 days from the date of Buyer’s claiming letter.
IX. OTHER TERMS AND CONDITIONS
- If either of the Buyer or Seller cancels the contract or break the contract policy which
harm to other Party, the party is subjected to a penalty equivalent to 50% value of contract.
- Both parties agree to implement serious terms and conditions mentioned in the sales contract.
- During the period of the contract if it arises an appendix or modification will not be
affected unless written in the notification document and signed by both Parties.
- If it arises conflict, both Party will negotiate in a spirit of cooperation, objectively,
mutual benefit. If it is not solved by negotiation, the final judgement is made by Ho
Chi Minh Commercial Court that according to law policy.
- The contract after implementation of two Parties, if there are no complaints by
documents it will be deemed liquidation.
- The fax copy of this contract is valuable for implementation.
- This contract is made into 4 copies, each Party keeps 2 copies which has the same
legitimacy. This contract comes into effect from the date of signing.
REPRESENTED BY PARTY A REPRESENTED BY PARTY B
              LeChanhVinh                         AliceChu