CONTRACT FOR SALE OF GASOLINE

06/2024/Gas
May 30, 2024

PARTIES:

Seller:

Name Gaspro

Legal form Company Limited

Trade register 4432050003

number

Add 11, Tverskaya, Moscow, Russia, 101000

Tel (+7) 646291120

Fax (+7) 646291120

Represented by Ms. Caroline Dinalov

Buyer:

Name PendroVina

Legal form Company Limited

Trade register 0110112323

number

Add 27, Tan My, District 7, HCMC, Vietnam

Fax (+84) 37442729

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 Represented by Ms. Nguyen Le Cam Tu

Article 1: TERMS OF AGREEMENT

1.1 The parties hereby agree that the term of this Agreement shall commence from
the date of signing of this Agreement until the sale and delivery of the contracted
quantity under this Agreement has been fully performed by the parties or until both
parties mutually agree to terminate this Agreement, whichever comes earlier. Buyer
shall purchase the gasoline from Seller on CIP basis (Incoterms® 2020).

1.2 The Goods’s quantity of 20.000 LITER is 2% franchise in each type of product.

1.3 The price is unstable. The Seller shall bear all the related costs (checking
quality, measuring, weighing, counting) to secure the price as above.

1.4 Unit price is figured in the table as per CIP Tan Cang – Cat Lai Port, Ho Chi
Minh City, Vietnam, Incoterms® 2020.

Article 2: COMMODITY

Subject to the terms agreed in this contract, the Seller shall provide the following
Gasoline grades (hereinafter: “the Goods”) to the Buyer:

No. Description Year of Unit Unit Price Quantity Amount

manufactu (USD/LITER)
re (LITER) (USD)

1 GASOLINE 2024 LITER 20.000

640 12.800.000 USD
RON 92

2 GASOLINE 2024 LITER 662 20.000 13.240.000 USD

RON 95

TOTAL 40.000 26.040.000 USD

- Total amount: 26.040.000 USD (In words: Twenty-six million forty thousand
United States Dollars).
- Tolerance: +/-1% on volume and total amount are acceptable
- Bank charge: 100% for the buyer’s account.

Article 3: QUALITY

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Characteristics Unit Level 2 Level 3 Level 4 Testing
Method

Research Octane RON 90/92/95 92/95/98 92/95/98 ASTM

Number (min) D2699

Lead g/l 0.013 0.013 0.005 ASTM

(max) D 3237

Distillation

10% vol. C 70 70 70 ASTM

Evaporation (max) D 86

50% vol. max 120 120-170 120-170

evaporation

90% vol. 190 190 190

evaporation

Final Boiling 215 210 210

point

Residue 2 2 2

Sulfur mg/kg 500 150 50 ASTM

D 2622
(max) or
ASTM
D 5453

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Benzene %v/v 2.5 2.5 1 ASTM
(max) D 5580
or
ASTM
D 3606

Aromatics %v/v 40 40 40 ASTM

(max) D 1319

Olefins %v/v 38 30 30 ASTM

(max) D 1319

Oxygen %m/m 2.7 2.7 2.7 ASTM

(max) D 4815

Metal Content mg/l 5 5 5 ASTM

(Fe, Mn, etc.) (max) D 3831

Visual Clear, no Clear, no Clear, no ASTM

appearance layering, layering, layering, D 4176
no no no
impurities impurities impurities

Article 4: QUANTITY

The Seller shall provide the Goods in conformity with the quantity as follows:

Product Unit Quantity

GASOLINE RON 92 LITER 20.000

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 GASOLINE RON 95 LITER 20.000

The Goods’s quantity of 20.000 LITER is 2% franchise in each type of product.

Article 5: PRICE

5.1 Price Currency: United States dollar (USD or $)

Product Unit Price Quantity Amount (USD)

(USD/LITER)
(LITER)

GASOLINE RON 92
640 20.000 12.800.000 USD

GASOLINE RON 95 662 20.000 13.240.000 USD

TOTAL 40.000 26.040.000 USD

5.2 The Seller shall provide the Goods at the price as follows: Total amount:
26.040.000 USD (In words: Twenty-six million forty thousand United States Dollars).

5.3 The price is unstable. The Seller shall bear all the related costs (checking
quality, measuring, weighing, counting) to secure the price as above.

5.4 Unit price is figured in the table as per CIP Tan Cang – Cat Lai Port, Ho Chi
Minh City, Vietnam, Incoterms® 2020.

Article 6. PACKING & MARKING

Gasoline shall be delivered in a standard vessel for exporting, which shall meet
the following criteria:

6.1 Vessel requirements:

Type Handysize

Deadweight Tonnage 20000 - 35000 LITER

Length 130 - 150m

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 Draft Maximum 10m

6.2 Method: Deliveries of the Delivery Amount shall be measured by means of

automatic custody transfer unit as and when the Delivery Amount is produced, or
by tank gauge as and when the Delivery Amount is produced and accumulated in
tank lots. All tank measurements shall be made using certified gauge tables
available to the Buyer.

6.3 Measurements in connection with this Agreement will be obtained using

measurement equipment, standards and procedures as the Parties may mutually
agree. Quantity measurement, quality sampling and testing, and deduction for
BS&W content shall be conducted in accordance with the most current API or
ASTM standards, as applicable. The delivering Party shall be responsible for all
pipeline carrier charges due to failure to meet the specifications required of such
Party under this Agreement.

6.4 Either Party shall have the right to have a representative witness all meter
provings, gaugings, samplings, tests, and measurements. Each Party will provide
not less than 48 hours notification (unless otherwise mutually agreed) to the
other Party before conducting such activities. In the absence of the other Party’s
representative, such meter provings, gaugings, samplings, tests, and
measurements shall be deemed to be correct by the attendant representative.

Article 7: FORCE MAJEURE

Neither Party shall be held responsible for any delay or failure in the performance of
any parts of this. Contract to the extent such delay or failure is caused by fire, flood,
explosion, war, embargo, government requirements, civil or military conflict, act of
God or other similar causes beyond its control and without the fault or negligence of
the delayed or non-performing, Party (hereinafter referred to as "Force Majeure
Event"). The affected Party shall notify the other Party in writing within seven (07)
days after the beginning of any such causes that would affect its performance.
Notwithstanding, if a Party's performance is delayed for a period exceeding thirty
(30) days from the day the other Party receives notice under this paragraph, the
non-affected Party shall have the right, without any liability to the other Party, to
terminate this Contract. The Party unilaterally terminating the Contract shall inform
the other Party of the termination

Article 8. DELIVERY

8.1 Date, Place, and Terms of Delivery

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Delivery of the Goods shall be made CIP Tan Cang - Cat Lai Port, Ho Chi Minh City,
Vietnam, Incoterms 2020; the scheduled date of Delivery shall be not later than
August 20, 2024; Risk and title the Goods shall pass from the Seller to the Buyer on
Delivery.

The place of Delivery under this Contract is Tan Cang - Cat Lai Port, Ho Chi Minh City,
Vietnam.

8.2 Inspection Before Shipment

The parties understand that importation into Vietnam requires inspection of Goods
by SGS before shipment from the Seller’s country. The Seller agrees to cooperate
fully with the SGS in providing access to and necessary information about the Goods
for the purpose of such inspection.

The Buyer may, at the Buyer's option, inspect the Goods prior to shipment. At least
five Days before the actual Delivery Date, the Seller shall give notice to the Buyer, or
to any agent nominated by the Buyer, that the Goods are available for inspection. The
Seller shall permit access to the Goods for the purposes of inspection at a
reasonable time agreed by the parties.

8.3 Early Delivery, Partial Shipment, Delay in Delivery

8.3.1 Early Delivery

Delivery up to three days early is permitted; in this case, payment shall fall due as
though the actual Delivery date were the Delivery date agreed in the Contract.

8.3.2 Partial Shipment

Partial shipment is permitted under this Contract within fifteen days, subject to the
agreement of both parties. However, any costs arising from partial shipment shall be
to the account of the Seller.

8.3.3 Delay in Delivery

Time is, and shall remain, of the essence of this agreement, and no acts of the Buyer,
including without limitation to, modification of this order or acceptance of late
deliveries, shall constitute waiver of this provision.

If either party is prevented from, or delayed in, performing any duty under this
Contract, then this party shall immediately notify the other party of the event, of the
duty affected, and of the expected duration of the event.

In the event of late Delivery for reasons other than force majeure as defined in Clause
7, the Seller shall pay as liquidated damages and not as a penalty the sum of 5% of

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the value of the undelivered part per Day of late Delivery up to a maximum of 10% of
the Contract Price. Payment of liquidated damages shall be due without the Buyer
having to furnish proof of any loss, damage, or injury.

Payment of liquidated damages by the Seller shall not preclude the Buyer from
seeking compensatory damages from the Seller for any loss, injury, or damage
arising from or in connection with the late Delivery of any of Goods. In particular, the
Buyer shall be entitled to compensation to the Seller for any indirect or consequential
loss or damage, including but not limited to loss of profit, loss of use, or loss of
contract, arising from or in connection with late Delivery of any Goods. However,
payments made as liquidated damages shall be offset against any compensatory
damages recovered from the Seller for the late Delivery of any Goods.

8.4 Termination for delay

In the event that the Seller becomes liable to pay the maximum sum payable as
liquidated damages under Clause 8.3.3 above, then the Buyer shall, upon due notice,
have the right to terminate the Contract.

If any force majeure event prevents or delays the performance of any duty under this
Contract for more than sixty days, then either party may on due notification to the
other party terminate this Contract.

8.5 Notice of delivery:

Immediately on Delivery, the Seller shall notify the Buyer of Delivery by either fax or
email. The Seller shall bear all incurred expenses and costs if delivering the Goods to
a place other than Tan Cang - Cat Lai Port, Ho Chi Minh City, Vietnam.

The Buyer shall inspect the Goods immediately upon arrival and give written notice
to the Seller of any non-conformity of the Goods within eleven days of arrival and
either accept or reject the Goods if they are non-conforming. If the Buyer fails to give
such notification thereof, the Goods shall be deemed to be in accordance with the
Contract in all respects. Any Goods produced in accordance with specifications are
deemed to have been inspected and accepted before delivery and shall not be
rejected by the Buyer.

Article 9. PAYMENT

9.1. Payment method: Documents against payment (D/P) at sight

9.2. Currency in payment: US Dollar

9.3. Details of Seller’s bank account (if appropriate): No 2374646999 at

Novikombank Russia City Branch

9.4. Time for payment: Within 3 working days after the documents are presented.

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9.5. Payment documents:
- Two (02) originals of the Customs declaration form.
- One (01) copy of the Sales contract or equivalent legal documents.
- One (01) copy of the Transport document.
- Signed Commercial Invoice in triplicate.
- 03/03 (Full set) of originals clean B/L on board made out to order of Eximbank
and notify the Buyer.
- One (01) original and two (02) copies of Certificate of Quantity, Weight, Quality
issued by Gaspro.
- One (01) original and two (02) copies of the Certificate of Origin issued by the
Chamber of Commerce and Industry of the Russian Federation.
- Packing list in triplicate.
- Bill of Exchange

Article 10. GOODS DOCUMENTS

10.1. Required documents:

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 - Commercial Invoice issued by the Seller in three (03) originals and three (03)
copies.
- Full set (03/03) originals, Clean Bill of Lading on board, "Prepaid Freight" note
of the Freight Forwarding Company.
- Certificate of Origin issued by the Chamber of Commerce and Industry issued
by the Seller at least one (01) original and three (03) copies.
- Certificate of Quality issued by the Seller in three (03) originals and four (04)
copies.
- Detailed packing list issued by the Seller in three (03) originals.
- Insurance contract/Insurance certificate with a value of at least 110% of the
invoice value issued by the Insurance Company in (02) copies.

10.2. This Agreement includes all agreements, commitments, and understandings of

the parties relating to the relevant Terms and shall supersede all previous
agreements, discussions, and understandings between the parties.

10.3. The present Agreement shall be effective upon its signature by the Seller and
the Buyer.

10.4. This Agreement is made in English in two (02) copies, one (01) copy for the
Seller and one (01) copy for the Buyer.

Article 11. INSURANCE

11.1. Willis CIS Insurance Broker LLC provides insurance services in the Seller's
country at the Seller's expense.

11.2. Insurance conditions: Institute Cargo Clause (A) or equivalent insurance

conditions.

11.3. Insurance shall be effective from the time the Seller delivers the Goods to the
carrier.

11.4. The risk from the Seller to the Buyer shall be transferred when the Seller
completes delivery of the Goods to the first carrier designated by the Seller.

11.5. The minimum insurance limit shall be 110% of the commercial invoice value.

11.6. The insured distance shall commence when the Goods are delivered to the first
carrier at the place of origin and shall end when the Goods are delivered to the
designated destination.

11.7. The Seller shall provide the Buyer with an Insurance Certificate or Insurance
Policy.

11.8. If the Buyer wishes to purchase additional insurance, the Buyer shall pay an
additional premium.

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11.9. The contract is traded in USD.

Article 12. CLAIMS

12.1. Within 15 working days following the Notice of Arrival date, the Buyer shall
submit any concerns or complaints regarding the quality or quantity of the Goods to
the Seller in writing.

Failure to submit such claims within the stipulated timeframe shall render any
subsequent claims regarding quality or quantity invalid.

12.2. Upon receipt of the Buyer's written claim, the Seller shall respond within 07
working days with a clear solution proposal for the identified discrepancy.

12.3. If the Seller is determined to be at fault for the discrepancy, both parties shall
engage in good faith negotiations to choose one of the following remedies:

a. Replacement: The Seller shall, at its own expense and risk, deliver
replacements for the non-conforming Goods within 30 days of the
agreed-upon resolution.
b. Refund: The Seller shall reimburse the Buyer for the value of the
non-conforming Goods within 30 days of the agreed-upon resolution. The
reimbursement amount shall be based on the market price of equivalent
goods prevailing at the end of the Working Day in the Seller's country.

Article 13. ARBITRATION

13.1. In case of disputes and its contracting parties can not reach an amicable
settlement of the claim within 60 days from its occurrence the case shall be finally
settled by arbitration in accordance with the Rules of the Vietnam International
Arbitration Centre (VIAC) at the Vietnam Chamber of Commerce and Industry (VCCI)
in Ho Chi Minh City, Vietnam. The parties agree that the arbitration proceedings shall
be conducted under the Expedited Procedure as outlined in Article 37 of the VIAC
Arbitration Rules.

13.2. The arbitration shall be conducted in English.

13.3. Arbitration fees shall be at the losing party’s account.

Article 14. VALIDITY

14.1 During the term of this Agreement, all appendix amendments to this Agreement
shall be in writing and only take effect as concluded by sufficient authorized
representatives of the Parties.

14.2 If any provision or part-provision of this Agreement is or becomes invalid, illegal,

or unenforceable, it shall be deemed modified to the minimum extent necessary to
make it valid, legal, and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion

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of a provision or part-provision under this clause shall not affect the validity and
enforceability of the rest of this Agreement.

14.3 The Agreement shall take effect after concluded by a duly authorized
representative of the Parties.

14.4 The Agreement shall automatically expire after the Parties fulfill their
obligations in this Agreement.

14.5 This Agreement is made in two (02) copies, with equal validity, each party keeps
one (01) copy.

Article 15. MISCELLANEOUS

15.1 During the term of this Contract, all appendix, amendments to this Contract
must be in writing and only be effective as concluded by sufficient signature of
authorized personnel from each Party.

15.2 If any provision or part-provision of this Contract is or becomes invalid, illegal,

or unenforceable, it shall be deemed modified to the minimum extent necessary to
make it valid, legal, and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion
under this clause shall not affect the validity and enforceability of the rest of this
Contract.

15.3 This Contract shall take effect after it is concluded by the duly authorized
representative of each Party.

15.4 This Contract shall automatically expire after the Parties fulfilled their stated
obligations.

15.5 This Contract is made into two (02) copies in English, each Party keeps one (01)
copy, having the same value.

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 Ho Chi Minh City, May 30th, 2024

FOR THE SELLER FOR THE BUYER

Gaspro Pendro Vina

Ms. Caroline Dinalov Ms. Nguyen Le Cam Tu

Caroline Dinalov Nguyen Le Cam Tu

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