Service Agreement

This Service Agreement ("Agreement") sets out the framework under which Phuoc Hung Co., Ltd ("Phuoc Hung", "we", "us", or "our") supplies rice and related export services to buyers ("Buyer", "you"). Individual purchase orders are governed by separate sales contracts which incorporate the terms of this Agreement.

1. Parties and scope

1.1 Supplier: Phuoc Hung Co., Ltd, a company incorporated in Vietnam with registered office at Thoi Thuan A Hamlet, Thoi Lai Commune, Can Tho City, Vietnam. Our company code is 1800173839.

1.2 Scope. This Agreement governs the supply by Phuoc Hung to the Buyer of Vietnamese rice in the varieties, grades, and packaging set out in each individual sales contract, together with related export services including processing, quality control, packaging, loading, and shipment documentation.

1.3 Individual contracts. Each order placed by the Buyer and accepted by Phuoc Hung shall be confirmed by a written sales contract specifying variety, grade, quantity, price, Incoterms, payment terms, and delivery details. The terms of this Agreement apply to every such sales contract unless expressly varied in writing.

2. Order process

2.1 Enquiry. The Buyer submits an enquiry specifying variety, grade, quantity, packaging, Incoterms, and delivery timeline.

2.2 Quotation. Phuoc Hung issues a written quotation valid for the period stated in the quotation. Where no period is stated, the quotation is valid for seven (7) calendar days from the date of issue.

2.3 Sample. The Buyer may request a representative sample of the offered product. Sample shipping costs are borne as agreed in writing between the parties.

2.4 Contract. Following acceptance of the quotation, the parties execute a written sales contract. Production is scheduled upon contract signature and receipt of any required deposit.

3. Product specifications and quality

3.1 Specifications. Each sales contract specifies the moisture content, broken grain percentage, milling degree, and other quality parameters applicable to the order. Phuoc Hung warrants that the rice delivered will conform to the agreed specifications.

3.2 Quality control. Phuoc Hung operates an integrated processing facility with quality checks at intake, drying, milling, colour sorting, and packing. A certificate of analysis is issued for each shipment.

3.3 Third-party inspection. The Buyer may, at its own cost, appoint an independent third-party inspector to inspect the goods prior to loading. Phuoc Hung will provide reasonable cooperation and access to the facility for such inspection.

4. Pricing and payment

4.1 Pricing. Prices are stated in each sales contract in the currency and on the Incoterms specified therein.

4.2 Payment terms. Payment is made by Letter of Credit (L/C), Telegraphic Transfer (T/T), or such other method as agreed in the relevant sales contract.

4.3 Late payment. Late payment may, at Phuoc Hung's discretion, attract interest at the rate of 10.5% per annum or the maximum permitted by law, whichever is lower.

5. Delivery and Incoterms

5.1 Incoterms 2020. Unless otherwise agreed, Incoterms 2020 (as published by the International Chamber of Commerce) apply to all sales contracts.

5.2 Loading port. Goods are loaded at Can Tho or Ho Chi Minh City port, as specified in the relevant sales contract.

5.3 Lead time. Standard lead time is 14 to 21 days from contract signature and receipt of deposit (where applicable) to vessel loading. Specific lead times are confirmed in each sales contract.

6. Documentation

6.1 Standard documents. Phuoc Hung provides the following documents for each shipment:

• Bill of lading
• Phytosanitary certificate
• Certificate of origin
• Certificate of analysis
• Commercial invoice
• Packing list

6.2 Additional documents. Any additional documentation required for the destination market must be requested at the contract stage. Costs and feasibility are confirmed in writing as part of the sales contract.

7. Inspection and acceptance

7.1 Inspection on arrival. The Buyer shall inspect the goods on arrival at the destination port. Any claim relating to quantity, quality, or condition must be notified to Phuoc Hung in writing within seven (7) calendar days of arrival, accompanied by supporting evidence including photographs, batch numbers, and any independent inspection findings.

7.2 Resolution. Where a claim is substantiated, the parties shall agree in good faith on a remedy, which may include replacement of affected goods, a price adjustment, or such other resolution as the parties agree.

8. Force majeure

8.1 Definition. Neither party is liable for delay or failure to perform any obligation under this Agreement to the extent the delay or failure is caused by a Force Majeure Event.

8.2 Force Majeure Events include: acts of God; war, armed conflict, terrorism, or civil unrest; natural disasters including flood, typhoon, drought, or earthquake; epidemic, pandemic, or public health emergency; embargo, trade restriction, or governmental action; strike or labour dispute not caused by the affected party; failure of port, transport, or utility infrastructure; and any other event beyond the reasonable control of the affected party.

8.3 Notification. The affected party shall notify the other in writing within five (5) business days of becoming aware of the Force Majeure Event, providing details of the event and the expected impact on performance.

8.4 Continuing obligations. The affected party shall use reasonable endeavours to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable. Where a Force Majeure Event continues for more than 60 days, either party may terminate the affected sales contract by written notice without further liability.

9. Confidentiality

9.1 Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement, including pricing, customer lists, technical specifications, and commercial terms, and shall use such information only for the purposes of performing this Agreement.

9.2 The confidentiality obligation continues for three (3) years after termination of this Agreement.

10. Limitation of liability

10.1 To the maximum extent permitted by law, Phuoc Hung's total aggregate liability under or in connection with any sales contract shall not exceed the total price paid by the Buyer for the goods supplied under that sales contract.

10.2 Neither party is liable to the other for any indirect, consequential, or special losses, including loss of profit, loss of business, loss of reputation, or loss of opportunity, except to the extent prohibited by applicable law.

11. Dispute resolution

11.1 Negotiation. The parties shall attempt to resolve any dispute arising out of or in connection with this Agreement by good-faith negotiation between senior representatives within thirty (30) days of written notice of the dispute.

11.2 Arbitration. If the dispute is not resolved by negotiation, it shall be referred to and finally resolved by arbitration under the Rules of the Vietnam International Arbitration Centre (VIAC). The seat of arbitration shall be Ho Chi Minh City, the language of arbitration shall be English, and the tribunal shall consist of one arbitrator.

12. Governing law

12.1 This Agreement and any sales contracts entered into under it are governed by the laws of Vietnam, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) applies.

13. General

13.1 This Agreement, together with the relevant sales contract, constitutes the entire agreement between the parties in respect of its subject matter.

13.2 No amendment is effective unless agreed in writing by both parties.

13.3 If any provision of this Agreement is held to be invalid or unenforceable, the remainder shall continue in full force and effect.

13.4 Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

13.5 All notices must be in writing and sent to the registered email address or postal address of the receiving party.