OFFICIAL SALES & PURCHASE AGREEMENT

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This contract will have to be signed by both parties on every page to become fully valid and legal. Once verified by both parties

Buyer:

Note: SALAT AL UMNIAT FOODSTUFF TRADING LLC.ON BEHALF ON NVIH ( MALTA)

NEW VISION

INTERNATIONAL HOLDING MALTA HEAD OFFICE.

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Demo

CAL/JAN/SIC/3567970039A/21

SPA NUMBER:

OFFICIAL SALES & PURCHASE

AGREEMENT

FOR

FROZEN PROCESSED CHICKEN PARTS

GRADE “A”

ORIGINATING FROM BRAZIL

BETWEEN

AND

Buyer

This SPA is valid for 20 Days from The Date of Issue

SALAT AL UMNIAT FOODSTUFF TRADING LLC – DUBAI., declare that they are the seller of the products AND THEY ACTING FOR NEW VISION INTERNATIONAL HOLDING

CAL/XXX/XXX/356797SAMPLE/2021

ABC CHINA COMPANY

REG NO IS XXXXXXXXXXXXXXXX

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

THIS SALES & PURCHASE AGREEMENT FOR FROZEN PROCESSED CHICKEN PARTS, GRADE “A”; ORIGINATING FROM BRAZIL (the “Contract”). This Contract is entered into on this 15th September 2021 (hereinafter the “Effective Date”) by and between:

THE SELLER Company Name SALAT AL UMNIAT FOODSTUFF TRADING LLC – DUBAI

On belhalf of NEW VISION INTERNATIONAL HOLDING

Registration Number: Company Licence. No: 854592. Mailing Address XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Represented by Mr Jeffrey Muscat – Group Managing Director Title ACTING ON SALAT AL UMNIAT FOODSTUFF TRADING LLC – DUBAI

Passport No MT 1310296 Phone / Fax +356 79253987 / +356 79736657 E-mail [email protected]

[email protected]

Account Name: SALAT AL UMNIAT FOODSTUFF TRADING LLC.

Licence Number: 854592.

Account Number: 000200XXXXX.

IBAN: AE770XXXXXXXXXXXXX

Bank Name: United Bank Ltd.

Swift Code: UNILAEADXXX.

Address:– Bank Street Building,

Khalid Bin Waleed Street,

Bur Dubai, PO Box 1367

Dubai (UAE).

THE BUYER Company Name XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Registration Number: XXXXXXXXXXXXXXXXXXXXXXXXXXX Mailing Address XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Represented by XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Title XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Passport No XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Phone / Fax XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

E-mail XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Bank Name Bank Branch

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Bank Address XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Account Name XXXXXXXXXXXXXXXXXXXXXXX

Account Number

SWIFT XXXXXXXXXXXXXXXXXXXXXX

mailto:[email protected]

mailto:[email protected]

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

Both being in accord, this Contract is made jointly by the SELLER SALAT AL UMNIAT FOODSTUFF TRADING LLC –

DUBAI (ACTING ON BELHALF OF NEW VISION INTERNATIONAL HOLDING) and the Buyer (herein after respectively called singly the “Party” and jointly as the “Parties”), as of the Effective Date above, in originals.

Whereas: (1) The Parties confirm that each is fully empowered, legally qualified, and duly authorized to execute and deliver this document, and to be bound by its terms and conditions. (2) The Parties hereby warrant and declare that all funds applied in the conduct of this transaction are good, clear, clean authentic, legally earned and of non-criminal origin. (3) The Parties hereby warrant and declare that the transaction and contract are not entered into in order to facilitate and advance terrorist activities, drug trafficking /or illegal arms dealings / money laundering. (4) The Parties have by mutual request to each other reached agreement for the purchase and sale of specified commodities. In consideration of the representations, warranties, covenants and agreements made by and between the Parties, it is hereby agreed that the parties shall proceed to execution of this Contract under the following terms and conditions:

ARTICLE 1: PRODUCTS

1- FROZEN CHICKEN PARTS

Order Items Specification for Delivery

FLC Monthly

MT Trial / Contract

Price/MT Total, Price USD$

a CONTRACT CHICKEN PAWS (Monthly Order)

IF

QUANTITY

AVAILIABLE

XX XX

XXXMT XXXXMT

$XXXX.00 $XXXXXXX.00(trial) $XXXXXXXX.00(per month) $XXXXXXX.00(12 months)

c CONTRACT CHICKEN MJW (Monthly Order)

IF

QUANTITY

AVAILIABLE

XX XXX

XXXXMT XXXXXMT

$XXXX.00 $XXXXXX.00(Trial) $XXXXXXX.00(per month) $XXXXXXX.00(12 months)

TOTAL

Monthly Annually

XXXXX XXXX

XXXXMT

XXXXMT

$XXXXXXXXX.00(per month) $XXXXXXXX.00(12 months)

TOTAL CONTRACT FOR THE 12 MONTH TERM = USD $XXXXXXXXXX.00 IF QAUNTITY NOT AVIALAIBLE FOR XXX CONTAINERS, WE CAN REDUCE THE QUANTITY ON

WHAT IT IS AVAILABLE

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

ARTICLE 2: PRODUCT ORIGIN:

Brazil (Certification and Accreditation Administration of P.R. China Allow Entry) SIF87,SIF1, SIF103, SIF121, OR OTHER BRF SIF THAT IS ENTERED IN CHINA

ARTICLE 3: PACKING & MARKINGS: PACKAGING 15 / 20 Kgs BOXES WITH INNER BAG / EXPORT CARTON.

ARTICLE 4: LOADING POINT: SANTOS or PARANAGUA or any port of Brazil.

ARTICLE 5: PRODUCT PRICE & CONTRACT VALUE: UNIT PRICE - Frozen Chicken PAWS: CIF Chinese port USDXXXXX.00/MT. UNIT PRICE - Frozen Chicken FEET: CIF Chinese port USDXXXXX/MT. UNIT PRICE - Frozen Chicken MJW: CIF Chinese port USD XXXXX.00/MT.

CONTRACT VALUE:

TOTAL CONTRACT VALUE: = USD $XXXXXXX 000.00 INCLUDING TRIALS

ARTICLE 6: POINT OF DELIVERY & INCOTERMS 2010: The delivery shall be performed by Seller within 60 days ( last shipping Date) after receiving the LC issued by buyer’s Bank. And 90 days from LC issued to LC expired CIF Incoterms 2010. The products shall be shipped to its destination Port (Cluse 11) so shipment could reach its destination port safe and sound, from loading Port in Brazil.

ARTICLE 7: SPECIFICATIONS QUALITY: GRADE A. Paws Weight: 30-45g above per piece

Length: 10-15 cm. MJW Weight: 30-45g above per piece

Feet Weight: 30-45g above per piece

Frozen Process: IQF (INDIVIDUAL QUICK FROZEN) . Shelf Life: 24 Months. Production date: 60 days before shipment. PRODUCT APPEARANCE: 100% Frozen. No yellow skin. No feathers. No black pads or ammonia burns. No blood.

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

No Bruise. No Chemical burns. Outer Hard nail Removed. Ice Content less than 0.3% . No bad smell. No black spots. No excess wáter. No Broken bones. Moisture less than 3%. All Cartoons and Plastic Bags must show SIF Number. Frozen Requirements: storage at minus 18◦ ~ 20◦ degrees Celsius. Packaging: Vacuum Packing Specifications: Carton (10 ~ 20 Kilograms). PACKAGING. THE PRODUCT WILL BE PACKED in 2*10 or 5*4 Kg vacuumed pp bags in 20Kg big carton. Net weight of 20Kg per carton with a gross weight of 20.4 Kg per carton. Cartons will be shrinking wrapped. THE TOTAL FROZEN CHICKEN TONS USING 40 FT HIGH-Q REEFER CONTAINERS will be 27mt +/- 2% when loaded. The packing shall be in accordance with inspection requirements for import packing material of Entry-Exit inspection and Quarantine Bureau of China. THE CARTON LABEL will be in standard international format with labels accepted by China authorities and China customs for Frozen Poultry 6 hallmark.

ARTICLE 8: DELIVERIES Delivery shall be made by 40ft Reefer containers. Shipments shall commence according to the buyer's official order.

ARTICLE 9: INSPECTIONS, TRANSPORTATION, WEIGHT AND QUALITY

i. Inspection will be carried out by CCIC / SGS / Bureau Veritas (BV) at the Port of Loading and the costs

shall be on the account of the seller.

ii. Cost, insurance and freight. The seller delivers the goods at the agreed port of landing. The seller must

pay the costs and freight necessary to conduct the goods to the agreed port of destination in accordance

with the CIF conditions; the seller must also purchase a marine insurance for the risks of the buyer of

loss or damage of the goods during the transport.

iii. The term CIF requires the Seller to clear the goods for export.

DATA PROTECTION ACT:

We are under international Data protection Act, that no one can ask for third companies documents.

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

ARTICLE 10: PAYMENTS & INSTRUCTIONS. PAYMENT TERMS:

• CONTRACT: Terms of Payment: By Irrevocable, Confirmed, Transferable

Documentary LC 100% at Sight (MT 700) payable within five (5) banking days of

Buyer’s Bank receiving Shipping Documents from Seller.

• This Shipping documentation shall be sent through the Seller’s Bank to the Buyer’s Bank.

• The signature of this contract, all bank instruments will be governed and interpreted according to the

legislation of the country of the issuing bank and issued according to the rules, regulations and practices

established by International Chamber os Commerce (ICC), & UCP-600. Last edition.

ARTICLE 11: DESTINATION PORT: XXXXX PORT CHINA.

ARTICLE 12: GOVERNING LAW & ARBITRATION

This Agreement is intended to conform to the terms and conditions outlined in INCOTERMS 2000 and its latest

revisions (2010) and to the legal standards and principles of the International Chamber of Commerce (I.C.C. 619)

San Francisco, U.S. which Chamber is recognized as the agency establishing the jurisprudence respecting matters

of international commerce. All disputes arising in relation with this sales Contract or the execution thereof shall

be settled by way of amicable negotiation. In case no settlement can be reached, the case at issue shall then be

submitted for arbitration. The award by the said arbitration shall be deemed as final and binding upon both parties.

The arbitration fee and other charges shall be borne by the losing party unless otherwise agreed.

As Covid 19 changed the whole world, sometimes there are some delays. Please be patient as we want to work

together as a team.

ARTICLE 13: BUSINESS PROCEDURES Buyer and Seller or seller’s partners / agents discuss and negotiate final terms and conditions on Sales and Purchase Agreement. 1) Buyer signed on every page of this SPA. 2) Seller initials on every page, prints, signs, and seals and returns the contract to the buyer. 3) Buyer counters sign and seals the contract and sends via E–mail or Fax to seller. 4) The Buyer issues the Irrevocable, Confirmed, Transferable, Documentary LC 100% at Sight (MT 700) for the Trial

and after for monthly cargo value within 5 (Five) banking days after receipt of Proforma Invoice. This Documentary LC must be payable within five (5) banking days of Buyer’s Bank receives. Shipping Documents.

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

5) On second delivery and onwards, the Buyer shall issue the Documentary LC within eight (8) banking days upon receipt

of seller’s Pro-forma Invoice. All documents from the third party accepted by the Buyer.

6) The Seller will provide the Buyer with the following documents for shipment: 1. A Full Set, Ocean Bill of Lading, Clean on Board, Made Out to Order of Applicant, Marked ‘Freight Prepaid’. 2. Original quantity and quality certificates plus two (2) copies as issued at loading port by an independent Surveyor

Company CCIC / SGS / Bureau Veritas (BV).

3. Certificate of origin plus two (2) copies countersigned issued by a local chamber of commerce.

4. Original signed commercial invoice plus two (2) copies based on the delivered quantity/quality as determined by

clause 9.3 of this contract.

5. Original Packing list and 2 copies showing Gross/Net.

6. Full set, (including one original and one copy) of insurance policy for 110% of the invoice value against

all risk (Institute Cargo Clause-A).

7. Veterinary Health Certificate in 1 original and 2 copies

8. Certificate of Export Declaration by Seller / Producer in 1 original and 2 copies.

9. Non-Wood Packing Certificate.

10. Certificate for Export Under Price Undertaking with MOFCOM issued by the Brazil Producer / manufacturer.

11. Certificate of HALAL slaughtering in 1 original and 2 copies.

12. COVID-19 Letter of Commitment Issued by Producer/ Manufacturer (Required by Chinese Government). Test

report of COVID-19 Required (If the sample of product is detected COVID-19 at the destination port, the supplier

is fully responsible. and he must reship the products. (see Article 20).

7) Delivery commences as per contract. 8) If LC is sent to the Seller’s Bank, without sending a Draft before for approval and the LC needs to be amended, the

issue date must be the one when the LC is corrected. 9) All banking charges from the Buyer’s bank shall be borne by the buyer and all banking charges incurred by the Seller

at Seller’s bank shall borne by the Seller. 10) The buyer will be responsible to check that the amendments (if any) on Transferable LC will be done according to the

seller’s request.

ARTICLE 14: DURATION OF CONTRACT The contract must have a duration of 1 + 12 months from the signature and according to the scheduling of shipments agreed between the parties.( monthly quantity must be the same for every consecutive month)

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

This contract is done with. SALAT AL UMNIAT FOODSTUFF TRADING LLC – DUBAI on behalf of NVIH

Malta No one can change any part of this Contract or it will be null and void. ARTICLE 15: FORCE MAJEURE Neither party to this agreement shall be responsible for breach of contract caused by acts of God, insurrection or civil war, military operations or local emergencies or any other act that is construed by the International Chamber of Commerce as force majeure. Should any eventuality occur with the slaughterhouses from which they are currently supplying, it will be replaced by any other that complies with the Certification and Accreditation Administration of China Allow Entry.

ARTICLE 16: NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT: The parties to this contract hereby accept and agree to provisions of non-circumvention and non-disclosure with regards to all parties involved in this transaction, additions, renewals and third party assignments, with full reciprocation for a period of 500 days from the date of execution of this agreement. Also, we are under the obligations of the Data Protection Act (Law).

ARTICLE 17: CLAIMS

i. Shipment must have a certificate of Quality, Quantity, and Weight issued by CCIC / SGS / Bureau Veritas

at loading port.

ii. Inspection fees shall be for Seller’s Account.

ARTICLE 18: DELIVERY SCHEDULE The quantities of products to be delivered will be made according to the amounts established in the scheduling

of deliveries of the FCO, the dates of these deliveries may be modified by mutual agreement between seller and buyer. ARTICLE 19: BREACH OF CONTRACT In the event that the Producer for any reason whatsoever fails to supply the Buyer with the agreed quantities of the mentioned bars according to the agreed schedule, resulting thereby in the grounding of the operations of the Buyer, the Seller shall be held liable for any damages and loss of income sustained by the buyer as a result of this event. As a remedy, the Producer will compensate the Buyer with an amount equivalent to the amount of lost income resulting from the grounding of its operations. The estimation of the amount lost income will be performed by experts (accountants and market experts) suggested by the Buyer and approved by the Seller.

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

ARTICLE 20: COVID 19 TESTING

In Case of positive COVID samples appearing on the products and the facts are certified and presented by the proper

legal Chinese Customs authorities under the law of China, the Buyer has the Right to Return the goods to its country

of Origin (Brazil) and the Seller shipback a new patch of goods COVID free back to the Buyer at Seller’s expense.

This Contract is hereby agreed to and accepted by the Parties the 15TH of SEPTEMBER 2021

SALAT AL UMNIAT FOODSTUFF TRADING LLC. XXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

ON BEHALF OF NVIH MALTA,

___________________________ ___________________________________

For, Mr Jeffrey Muscat By : Mr. XXXXXXXXXXXXXXXXXX Title: Group Managing Director Title: XXXXXXXXXXXXXXXXX Passport No. MLT 1201698 Passport No : Country: Malta Country: Issued on:4th July 2015 Issued on:

Expires on:4th July 2025 Expires on:

Money Laundering:

Fighting money laundering and terrorist financing contributes to global security, integrity of the financial

system and sustainable growth. Laws to combat money laundering and the financing of terrorism are

designed to prevent the financial market from being misused for these purposes.

Money laundering is described as the process by which illegally obtained money is concealed, in order to

give the impression that said money is legitimate. This is considered as the most significant process in a

monetary criminal activity as criminals must make sure not to attract any superfluous attention to their

illegal principal activities.

A money laundering offence is done by disguising the sources, changing the form, or moving the money to

places where it is less likely to attract any unwanted attention from the authorities. However, in the

Prevention of Money Laundering Act, the definition of money laundering goes beyond this. In fact, it is

implied that the passive possession of an illegally obtained property, even if one has just suspicioned of

any illegalities, tantamount to an offence under the abovementioned act.

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21

Copy of seller's Passport

Mr Jeffrey Muscat Mr Mansour Hussain Group Managing Director Group Finance Director

Copy of buyer Passport.

IF QAUNTITY NOT AVIALAIBLE FOR XXXX CONTAINERS, WE CAN REDUCE THE QUANTITY ON WHAT IT IS AVAILABLE

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Buyer:


NEW VISION


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Demo

CAL/JAN/SIC/3567970039A/21