1. SUBJECT MATTER

1.1. The Seller shall transfer and the Buyer shall accept and pay for the goods and if applicable, relevant services, hereinafter, the “Products”, in the amount, assortment, within time and on conditions specified in the Contract and in the Specifications, which are an integral parts hereof.

Products' country of origin: as per Certificate of origin

1.2. The deliveries allow for up to 2% weight variance from the volume of deliveries agreed in the Specifications for each shipment.

1.3. Along with the Products, the Seller must deliver the originals of the following documents:

- Consignment note - 1 copy or, in case of sending by road, CMR - not less than 5 copies;

- Veterinary certificate, form 5E - 1 copy;

- Declaration for goods - at the request of the Buyer - 1 copy;

Within 10 working days after shipment by road (according to clause 5.5 of this Contract), the Seller shall send the originals of the following documents by express mail to the postal address indicated by the Buyer in section 12 of this Contract or at the address of the consignee specified in the Specification:

- Signed commercial invoice - 1 original;

- Packing list - 1 original;

- Certificate of origin - 1 original.

Upon written request of the Buyer sent within 5 days prior to the date of shipment to the e-mail address _________@habrah.com, the Seller provides additional certificates for the consignment of goods and sends by express mail along with the main package of documents:

- Certificate Halal - at the request of the Buyer, 1 original;

- Additional Veterinary Certificate, which is agreed by the parties through exchange of letters in e-mail.

Legalization of documents is made upon additional agreement of the Parties.

2. TOTAL COST OF THE PRODUCTS AND THE PRICE

2.1. The price of the Products shall be established in UAE Dirhams (US Dollars) per kilogram, and shall be specified in Specifications.

2.2. The price of the Products shall include the cost of packaging, packing and labelling.

3. PRODUCTS QUALITY

3.1. The quality of the Products shall comply with the technical specifications of the Russian Federation:

GOST 31962-2013,

GOST 31657-2012,

TS 9214-019-48614390-2014,

TS 9214-020-48614390-2014

4. PACKAGING AND LABELLING

4.1. The Products shall be delivered in a package that provides preservation from deterioration. Packaging shall ensure preservation of the Products during transportation, as well as during mechanical or manual loading and unloading, provided the proper handling of the Products.

4.2. Each unit of the shipping container must have a legible marking in the Russian and English languages containing the following information:

- name and details of the producer;

- Name of product;

- production date;

- Expiration date;

- storage conditions

- Net weight

Marking in other languages is carried out as agreed by the Parties

5. DELIVERY TERMS AND CONDITIONS

5.1. The consignor under this Contract is: _____________

5.2. The consignee will be specified in the Specifications hereto.

5.3. The Products shall be delivered in lots based on the Buyer’s Orders.

5.3.1. The Purchase Order shall be delivered to the Seller by one of the following ways:

by e-mail ____@habrah.com or by tel.no. : +971 _________________

5.3.2. The Buyer shall place the Orders using its corporate (if any) e-mail addresses.

5.3.3. The Buyer’s Order shall be deemed accepted only after the execution of the Specification with the seal and signatures of the parties.

5.4. The Seller shall notify the Buyer of readiness for shipment of the Products within five (5) days prior to the shipment in the following ways: e-mail ____@habrah.com or by tel.no. : +971 _________________

5.5. The Products shall be deemed shipped as at transfer thereof to the first carrier nominated by the Buyer. The shipment date shall be the acceptance date of the Products by the carrier set forth in shipment documents.

5.6. Instructions for shipment of the Products, loading and packaging for each delivery shall be sent in English by the Buyer to the Seller by e-mail ____@habrah.com or by tel.no. : +971 _________________ 5 business days prior to the start of the Products production.

5.7. If the Buyer has not provided instructions for shipping in advance (including instructions for labelling, design of documents, specifications of the container, etc.), then the entire responsibility and potential costs shall be borne by the Buyer. Shipping Instructions within two (2) business days after submission by the Buyer shall be considered and approved by the Seller.

In case the Shipping Instructions are not approved, the shipping shall not start.

5.8. The Products hereunder shall be delivered on the Incoterms 2020 (ICC publication 723 E) subject to distribution of the expenses set forth in section 6 hereof.

The specified destination port shall be stipulated in the Specifications separately for each consignment.

Where the provisions hereof contradict the Incoterms 2020 provisions, the provisions hereof shall prevail.

5.9. The risk of accidental loss or damage to the Products shall be borne by the owner thereof

Ownership of the Products shall be transferred to the Buyer at the time of fulfilment of Seller’s obligations for the transfer of the Products in accordance with the terms of delivery agreed between the Parties in clause 5.5 hereof.

6. DISTRIBUTION OF EXPENSES

6.1. The Seller shall pay:

6.1.1. All expenses in connection with the Products until delivery/shipment thereof excluding the Buyer's expenses set forth in clause 6.2 hereof;

6.1.2. Custom formalities expenses payable on export of the Products as well as any duties, taxes and other expenses payable on export;

6.1.3. Costs of loading the Products onto the carrier's vehicle.

6.2. The Buyer shall pay:

6.2.1. All expenses in connection with the Products as of shipment/delivery thereof;

6.2.2. Costs of unloading the Products from the vehicle;

6.2.3. All expenses for payment of taxes, duties and other formal charges as well as for discharge of custom formalities payable on import of the Products.

7. PAYMENT

7.1. Payments under this Contract shall be made by the Buyer to the Seller in the following manner:

The Buyer shall make an advance payment of 100% of the consignment value in UAE Dirhams/ US dollars no later than five (5) business days before the expected date of shipment via bank transfer to the Seller’s account according to the bank details specified in Section 12 hereof. Shipment shall be made after crediting of the funds to the Seller’s account.

7.2. The date of payment shall be the date of crediting of the funds to the Seller’s account specified in Section 12 hereof.

7.3. In the event of the Buyer's refusal to pay for the manufactured Goods after signing the Specifications, the Seller is entitled to require the Buyer to pay a penalty in the amount of 30% of the value of the Goods lot.

7.4. In the event that the Buyer has not paid in the time specified in clause 7.1. of the present contract, the Seller has the right:

7.4.1. to refuse delivery of the Goods;

7.4.2. demand payment of a fine in the amount of 0.3% of the price of the Goods for each day of delay.

7.5. The buyer must pay a fine, according to clause 7.3. and the forfeit specified in clause 7.4.2. within 5 (five) business days from the date of sending the claim to the Buyer's email address specified in section 12 of this Contract.

8. ACCEPTANCE OF THE PRODUCTS

8.1. The Products shall be considered accepted by the Buyer:

- in quantity and assortment - in accordance with the shipping documents;

- in quality - in accordance with the Manufacturer’s quality certificate,

at the time of transfer of the Products by the Seller to the first carrier assigned by the Buyer or any other person stated by the Buyer, which acts under the power of attorney.

8.2. In the event of non-compliance of quality (latent defects) and/or labelling and packaging of the Products delivered with the requirements of this Contract the Buyer shall be entitled to submit a complaint (claim) to the Seller within fifteen (15) business days from the date of signing the acceptance documents. If the complaint (claim) is not presented in due time, the Buyer shall lose the right to make a claim relating to the delivered Products.

The Buyer’s claim shall be accompanied with the following documents:

• Quality Discrepancy Certificate (the lack in this Certificate of the opinion concerning place, time, causes of damage to the Products, as well as the lack of information on test methods that have been used by the Buyer in determining the quality of the Products indicates the absence of the Seller’s fault in the identified defects of Products);

• claim adjustment in the currency of the Contract with supporting documents;

• copy of the specification for delivery of the consignment of the Products executed by both Parties;

• copy of the invoice;

• photos clearly showing the damage to the Products;

• Quality Test Report provided by the independent examination (SGS, Bureau Veritas).

8.2.1. The Seller shall consider the complaint (claim) within 15 (fifteen) business days from the date of its receipt and inform the Buyer of the results of consideration.

8.2.2. The Buyer shall not be entitled to make claims to the Seller regarding shortage or external damage (deterioration) of the Products, if such shortage or damage (deterioration) of the Products occurred during the transportation of the Products by the carrier assigned by the Buyer.

8.2.3. Claims for quality, quantity and assortment of the Products shall be sent to the Seller by express mail to the address specified in Section 12 hereof, or by email , followed by accompanied original.

8.2.4. The Seller shall be entitled to inspect the Products in respect of which the claim has been presented.

8.2.5. The Seller shall notify the Buyer of expected date of arrival of the Seller’s representative for inspection of the damaged Products within 10 calendar days after receipt of the Claim (clause 8.5. hereof). Date of receipt of the letter or fax shall be considered the date of notice of claim.

8.2.6. The Buyer undertakes to keep the Products in respect of which the claim is presented, until it receives the Seller’s decision regarding the claim settlement procedures. In case of failure by the Buyer to perform this obligation entailing the inability of the Seller to verify the facts stated in the claim the Seller may reject the claim.

8.2.7. The Seller shall be entitled to decide on the involvement of an independent expert organization for examination of the delivered Products within 10 business days after receipt of the claim from the Buyer.

8.2.8. The Seller’s duly authorized representative in the country of delivery shall be entitled to participate in the inspection of the damaged Products carried out by the aforementioned independent expert organization.

8.2.9. The Buyer’s claims for quality of the Products shall be subject to satisfaction only in cases where the cause of the identified deficiencies was a violation of the rules of the Products production provided by the Standards specified in this Contract. The claim may be presented by the Buyer and satisfied by the Seller only for the amount of the defective Products cost as agreed in the relevant Annex to the Contract.

8.3. The Seller shall be entitled to reject the Buyer’s claim if the Buyer has conducted examination of the Products in violation of the procedure established in the relevant Standards, or if the examination of the Products has been carried out by method, not provided for in the Standards.

8.4. All complaints may be settled through negotiations.

8.5. The Seller shall be entitled to reject claims submitted to the Seller by the Buyer beyond deadline or in violation of the procedures and conditions stipulated in this Contract.

8.6. Within 30 days of receipt of the Products the Buyer shall provide the Seller with the following documents with the company seal ad signed:

- Original of the signed Specification to the Contract;

- A copy of the bill of lading and a copy of the loading order to the ship - in case the Goods are delivered to the final Consignee by sea transport;

- CMR with border crossing marks - when transported by road.

8.7. In case of failure by the Buyer to provide the documents referred to in clause 8.14. the Supplier shall be entitled to demand from the Buyer to pay a penalty in the amount of 18% of the consignment value for which the documents have not been provided. The Buyer shall pay the penalty within ten (10) calendar days from the date of receipt of the Seller’s written claim sent to the email address of the Buyer.

9. FORCE MAJEURE

9.1. Neither Party shall be liable for failure to perform its obligations (except for failure of the Buyer to pay for the Products) if the failure was caused by such circumstances as flood, fire, earthquake or other acts of God, war, hostilities, embargo and acts of state authorities, beyond reasonable control of the Parties, and if these circumstances directly affected the performance of this Contract and occurred after the conclusion of the Contract.

9.2. In this case, the terms of performance of the obligations under this Contract shall be extended accordingly for the duration of the above circumstances.

9.3. The Party which is unable to perform its obligations shall promptly notify the other Party in writing of the occurrence and estimated time of termination of the above circumstances, but in any case not later than 10 days from the date of their occurrence. Late notice of the occurrence and termination of the circumstances shall deprive the Party of the right to invoke them in the future.

9.4. Sufficient proof of the occurrence and termination of the above circumstances shall be the evidence of the Chamber of Commerce and Industry or other competent authorities and organizations in the country where such force majeure took place.

9.5. If the above circumstances last for more than 6 months, either party shall be entitled to terminate the Contract unilaterally by written notice to the other Party without further obligation to compensate for possible losses arising from such termination.

10. DISPUTE SETTLEMENT

10.1. Compliance with the procedure for extrajudicial settlement of claims before legal action shall be mandatory for the parties.

10.2. Any dispute, disagreement or claim arising out of or in connection with this Contract, including those relating to performance, breach, termination or invalidity thereof, shall be settled by the courts of the Dubai International Financial Centre, the UAE in accordance with its Rules in effect at the time of conclusion of the Contract.

Applicable law shall be the UAE substantive law. Language of arbitration shall be English.

10.3. The dispute shall be considered by 3 (three) arbitrators assigned in accordance with the Rules of Dubai International Financial Centre, the UAE.

10.4. The Parties agree that the decision of Dubai International Financial Centre, the UAE shall be final and binding on them and undertake to comply with such decision voluntarily within the period specified in this decision.

10.5. This arbitration clause is accepted by the parties voluntarily.

10.6. All costs associated with dispute settlements by the courts shall be borne by unsuccessful party.

11. ADDITIONAL TERMS AND CONDITIONS

1.1. The Buyer shall pay all bank charges and fees, including those of transit banks, associated with the performance of this Contract before the funds are credited to the Seller’s account.

1.2. Any amendments and additions to this Contract shall be valid if made in writing and signed by authorized representatives of both Parties.

1.3. In case of execution of the Contract in counterparts via fax or e-mail address: ____________ the Buyer undertakes to send two (2) original counterparts of the Contract by express mail to the Seller’s address specified in Section 12 hereof within five (5) business days from the date of signing of the Contract.

The Seller shall send to the Buyer one (1) counterpart of the Contract signed on its part within five (5) business days from the date of receipt of the original Contract counterparts signed by the Buyer.

1.3.1. Facsimiles and/or scanned copies of this Contract, Annexes and additional agreements, as well as orders, invoices, notices, claims, etc. signed by both Parties shall have legal effect of the original until the Parties exchange the original documents.

1.4. All correspondence and other documents, as well as amendments to this Contract or Specifications submitted by telex, fax or e-mail and confirmed by sending a response by the other Party, shall be also considered valid.

1.5. The Contract may be early terminated by the Seller or the Buyer, if it has no arrears in payment for the accepted Products, by a written notice to the other Party not less than 30 days prior to the intended date of termination.

12. ADDRESS AND BANK DETAILS OF THE SELLER:

HABRAH Food & Beverages Trading Co L.L.C.

Legal address: The UAE, Dubai, Al Barsha Business Center Building, office 232

Account Name: AL JAWAD L.L.C-FZ

Bank Name: Mashreq Bank

Account Number: 019100909262

IBAN Number: AE230330000019100909262

Swift Code: BOMLAEAD.

Manager

Mr. OLEG KELGANOV _______________________