SALES CONTRACT

Contract Number: PGBR-O7-2O1A

Acceptance Expiration date 20-05-201 I
Contract aate Ot -OO-t g

These terms and conditions of sales are the only terms which govern the sale of the
goods by the seller named on the invoice (SELLER) to the buyer named on the invoice
(BUYER). Notwithstanding anything herein to the contrary, if a written contract signed
by both parties is in existence covering the sale of the Goods covered hereby, the
terms and conditions of said contract shall prevail to the extent they are inconsistence
with these Terms.
The accompanying invoice (the sales confirmation) and these terms (collectively this
agreement) comprise the entire agreement between the parties.

Seller
Name: ALIF CASUAL WEAR LTD.
Address: Plot No - 69. Joydebpur, Gazipur, BANGLADESH..
Represented by (surname and first name, address, position,
legal title of representation)
Signatory: Mr. ASHRAFUN NABI MASUD.

Buyer
Name: POETICGEM INTERNATIONAL LIMITED
1OF, PARK FOOI( INDUSTRIAL BUILLING,
615-617 TAI NAN WEST STREET,
CHEUNG SHA WAN, KOWLOON, HONG KONG

Consignee & Notify:

Name: ARCADIA GROUP BRANDS LTD

BRAND NAME: BURTON MENSWEAR
IMPORT DEPERTMENT
COLEGRAVE HOUSE
70 BERNERS STREET
LONDON W1T 3NL UNITED KINGDOM
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Goods
Unit Price
Po No.
Style No / SAP PO USD Total Amount
Description No. Quantity Shipment Date
USD
FOB

Chino Long 3OTH SEPTEMBER 2018

S6.10 98,112 PCS $598,483.20
- sTH MARCH 2019
Chino Shorts 1,40,000 Pcs
STARTING FROM
S+.s+ $635,600.00
FEBRUARY
Total 2,28,650 $12,34,083.20

IN WOTd (TWELVE HUNDRED THIEryFOUR THOUSAND EIGHTY THREE DOLLAR &

TWEENTY CENTS ONLY}

Details
1. Subject to the terms agreed in this contract, the Seller shall deliver the following
good(s) (hereinafter: "the Goods") to the Buyer.

2. Descrlption of the Goods (details necessary to define/specify the Goods which

are the object of the sale)

3. Partial Delivery will not be allowed.

4. Tolerance percentage: No tolerance on measurement.
5. Tolerance percentage: Plus or Minus S% $ appropriate)
6. lnspection of the Goods (where an inspection is required, specify, as appropriate,
details of organization responsible for inspecting quality and/or quantity, place
and date and/or period of inspection, responsibility for inspection costs).
,

7. Packaging

8. Other specification

Delivery
1. Shipping Terms : FOB Bangladesh (lncoterms 2010)
2. Port of Loading : Chittagong port / Dhaka Airport
3. Shipment Mode : by Sea tby air
4. Final Destination : Delivery in ALL PORT UK.
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Payment conditions
1. Time of Payment: After shipment, but before documents are
released..
2. DP/TT sight against presentation of original BL (3/3), originat GSP/co and
lnvoice & PL.
3. After on boarded factory shall submit original Certificate of Origin / or GSP
FORM A along with necessary document to us for TT payment request.

4. Buyers Bank shall deduct their bank charges USD 0.80% for each transaction
of documents handling from Seller payment.

Seller Bank
EXPORT IMPORT BANK OF BANGLADESH LTD.
HEAD OFFICE, CORPORATE BRANCH, ROAD-142
GULSHAN, DHAKA, BANGLADESH
SWIFT Code# EXBKBDDHAO39
A/C no:03911100209753

Buyer Bank
Name THE HONGKONG AND SHANGHA| BANKTNG coRpoRATtoN LTD
Address : PENINSULA CENTRE BRANCH,TStM sHA TSUt KowLooN, HONG KONG
Swift HSBCHKHHHKH
I

Accou nt: 848-543898-27 4

Documents
The Seller shall make available to the Buyer the following docu.ments as appropriate before
the payment release.

a) Commercial invoice
b) Packing list
c) Original Certificate of origin / or GSP FORM A showing consignee as final buyer
issued by Export Promotion Bureau, Bangladesh.
d) The transport documents - Full set (3/3) original clean on board bills of lading
made out to the order of Agrani Bank Limited Foreign Exchange Branch, 1/B
Rajuk Avenue Dhaka Bangladesh marked freight collect notiff: CARRY Sp. Z
O.O, UL. MALE GARBARY 9,61-756 POZNAN, POLAND.
 e) In case of shipment effected by air Original air way bill marked for the consignee
as buyer name.
0 Seller shall arrange Original BL (3/3)with back endorsement in buyer favour from
her bank within 48 (forty eight) hours ofrr receive by seller bank.
g) Endorsement BL must be submit to buyer representative office in Dhaka
h) The supplier would have no right to retain or not to give the original documents
once they get paid by TT as per the sales contract and those must be given to
the company within 48 hours of payment
i) Original Bills of Lading and any copy documents must not sent from Seller Bank
to Buyer Bank for payment collection.
j) ln the event of any delay in dispatch of the shipping documents or their incorrect
preparation, the supplier shall be responsible for any demurrage, extra handling
charges or any other expense arising there from.

Amendment and Modifications

There Terms may only be amended of modified in a writing which specifically states
that it amends theses Terms and is signed by an authorized representatives of the
each party.
Amendment of the present contract shall be valid only if agreed in writing and signed
by duly authorized representatives of the both sides.

The language of the contract and the correspondence, notices, invoice, certificate,
bills of lading shall be English.

lnsurance
lnsurance of goods for voyage is the Seller's sole responsibility unless the shipment
is done under FOB terms.

Compliance with Law

Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall comply
with all export and import laws of all countries involved in the sale of goods under this
agreement or any re-sale of the Goods by Buyer under this Agreement.

Sellers Liability
1. Goods shall be considered in -full quantity_ if within tolerance as per delivery
schedule.
2. Should the buyer decide, at any time during the monthly period delivery, to take
only a partial delivery rather than wait for the full quantity (if the qrrniity is not
already available in port and ready for delivery) then the seller will not be the
liable for liquidated damage?
Seller binds itself to provide any and all documentation requested by the buyer,
immediately and without delay, in connection with the sales i purchase of thl
aforementioned goods.
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/

A'sale' contract, it is equally appropriate for use by buyers as it

balances the interests of exporters (sellers) and importers (buyers)..1t
may thus also be used for a so-called 'purchase' agreement.
.f

Buyers Liability
1. The payment of the storage costs in port have no connection with the payment
penalties which are paid separately to the seller.
2. To make the payment is target dates for each consignment shall be bffected
within 3 (three) banking days after receipt of correct invoice, PL, Copy of BL
and Original GSP FORM A / Certificate of origin.
3. The buyer undertakes for the payment within 5 (five) banking days will send to
seller confirmation about the transfer of funds under the terms of this contract
in the favour of the seller.

Buyer binds itself to provide any and all documentation requested by the seller,
immediate and without delay, in connection with the sale/purchase of the
aforementioned goods.

Relationship of the Parties

The Relationship between the parties is that of independent contractors. Nothing contained in
this agreement shall be construed as creating any agency, partnership, joint venture or other
form of joint enterprise, employment or fiduciary relationship between the parties and neither
the party shall have authority to contract for or bind the other party in any manner whatsoever.

Contract Termination
Notification of termination is to occur within 30 (thirty) calendar days following non-
performance of contractual obligations.

No termination is permitted should any of the sides excuse their obligations within the stated
30 (thirty) days from the notification date.

Effective date
This contract shallpome into effect when the buyer and seller have both individual and signed
the present document.
BY S'G'V,,VG BELOW THE PARTIES HEREBY ENTER INTO IH'S AGREEMENT
PROVIDED THAT THE ACCEPTANCE AGRATION DATE HAS NOT PASSED PRIOR TO
SIGNATIRE.
DATE AND SIGNATURE OF THE PARTIES

Seller : ALIF CASUAL WEAR LTD Buyer: Poeticgem BD LTD

Name: : Mr. ASHRAFUN NABI MASUD Name: :AL-AMIN SHOHEL

(Executive Director) (Business Head) *

Seal & Signature

Date: Date: I d{.r[ >dQ

Md. Al-Amin (Shohel)

Business Head