PURCHASE AGREEMENT

NO: CUK-0166 / Date: 28.05.2021

1. EZZAT SHOP, Identification Code: [ ! ] with the social address in *business address,
Postal code [ ! ], Country [ ! ] , email: [ ! ], represented by *Your Name, phone: [ ! ] as
BUYER

2. Yunnan Culinan Import&Export Company Limited. Address: No.20B2, Shijijinyuan

1.PRODUCTS
1.1. The Manufacturer will provide to the Buyer the products per the Buyer’s order and having
the technical specifications appended hereto as Annex 1 and in accordance with Annex 2
(“Galaxy Rose in Glass Dome”).
1.2. The Manufacturer commits to manufacture and timely deliver to the Buyer the Products
upon the Buyer’s order and in accordance with the provisions of this Agreement.
2.APPLICABLE TERMS AND CONDITIONS
2.1. The Parties hereby agree that all sales and all purchases under this Agreement shall be
deemed to incorporate and include the general terms and conditions set forth in Annex 2, unless
the parties expressly agree otherwise, which shall constitute one integrated contract with this
Agreement.
2.2. In addition, each shipment will be accompanied by at least the following documents:
Commercial invoice, Packing List, Certificate of Origin (where applicable), Certificate of
Analysis (where applicable), Bill of Lading and ATR (where applicable), Manufacturer’s
Certificate.
2.3. Price of the Products set forth in Annex 1 is fixed and final and cannot be subject to any
amendments unless the Buyer expressly agrees in writing.
2.4. The Manufacturer expressly agrees that if at any time (including but not limited to an event
of Force Majeure as defined under Annex 2) the production of any of the Products stated in this
Agreement is or becomes affected, which may result in a non-delivery or shortfall in the delivery
of the Product, the Manufacturer shall be obligated to obtain and supply the Product from any
other facility or source acceptable to the Buyer.
2.5. The Products are to be delivered DDP Amazon Deposit in accordance with INCOTERMS
2018.
3.PRODUCTION, DELIVERY, RECEPTION
3.1. The Manufacturer will produce the Products in maximum: 20 business days, but no more
than 15.11.2019, as of the payment of the advance payment representing 30% of the price per
Annex 1.
3.2. The Buyer will make the final payment of 70% of the price per Annex 1 in: 3 business days
from when the Manufacturer confirms in writing that the Products are ready for shipping and
there are no quality issues, missing items or other critical defects after the 3rd party inspection
company report ordered by the Buyer.
3.3. If there will be any critical issues with the product quality, quantity or other specifications
agreed in the contract the Manufacturer will pay on his own costs all changes to make the
Products accordingly to the BUYER’s request and this Agreement.
3.4. If there will be a second inspection ordered by the BUYER, the Manufacturer will pay the
inspection costs.
3.5. The Products will be delivered DDP Amazon Deposit in accordance with INCOTERMS
2018
3.6. within 20 business days, but no more than 15.11.2019 as of the payment of the remaining
70% of the price per Annex 1.
3.7. Any delays in the production, delivery and payment of the Products per the Annex 1 will
lead to the delay penalties of 0.5% of per day of the price of the Products which were not
delivered/paid in accordance with Annex 1 to the benefit of the innocent party.
4.OBLIGATIONS OF THE MANUFACTURER
4.1. The MANUFACTURER will have the following obligations:
1) Will provide the format templates to the Buyer to allow the Buyer to choose/create the design
of the Products.
2) Will provide clear and detailed information on the Products characteristics and specifications
reasonably requested by the Buyer in order to create/chose the design of the Products.
3) When the Products are created, the Manufacturer will send pictures of all the items in the set
to the Buyer who will check that the Products are according to the specifications in Annex 1, and
in case corrections are needed the Manufacturer will perform such corrections on his own
expense.
4) Will send DDP INCOTERMS, the first 3 finished sets from the production to the BUYER
indicated address.
5) When the Products are manufacture and ready to be delivered according to this Agreement,
the Manufacturer shall send to the Buyer for review and approval pictures of such Products
together with their boxes and specific labelling agreed in advance with the Buyer
6) Will make sure that all Products are according to the agreed specifications in Annex 1;
7) Warranties: Manufacturer warrants that the Products shall be free from all defects and shall
meet all written specifications and drawings. The Manufacturer will offer to the Buyers a
warranty of 12 months for the Products ordered by the Buyer. If a Product is non-compliant, the
Manufacturer will reimburse the value of the Product to the Buyer with the next order. The proof
of replacing of a Product by the Buyer for his customers will be done through a print screen and
proof of sending the parcel or a proof that the Buyer returned the money to his client. The
Manufacturer also warrants that it has full marketable title to the Products and clear of any lien
or encumbrance and that it has full right and authority to transfer such title to the Buyer and to
effect delivery of the Products and that such transfer and delivery will not result in any violation
of any applicable law, regulations, or orders. The Manufacturer is familiar with any applicable
national and international laws and regulations concerning bribery, trade sanctions (including
regulations limiting and/or prohibiting trade with Iran or other sanctioned countries) and the
export or re-export of controlled products, and that the Manufacturer abides with, and that the
sale of the Product to the Buyer will not be in violation of, such laws and regulations, as
applicable.
8) Confidential Information: By doing business with the Buyer, the Manufacturer agrees to keep
any and all information related to their business relationship confidential from other potential
customers. The Manufacturer is not allowed to use any artwork, design, or images from work
done with the Buyer to market similar products to other potential customers. This includes use on
Alibaba.com, private conversations through email, Skype, or other messaging applications,
Globalsourcing.com, Amazon.com, WhatsApp and any other method of communication. The
Manufacturer agrees not to disclose any agreed upon pricing related to this Agreement with other
potential customers in any form.
5.OBLIGATIONS OF THE BUYER
5.1. The BUYER will have the following obligations:
1) Will provide the design of the Logo, Paper label, Business Card and Package boxes.
2) Will pay through Alibaba Trade Assurance Post Coverage the price of the Products per Annex
1 and this Agreement.
3) Will send a 3rd party inspection company after the Manufacturer confirms via email that the
Products are ready to be delivered and will pay only for the first inspection company services.
4) Will pay 30% in advance, before production starts, and 70% when the Products are completed
and ready to be delivered and, in all cases, following the Buyer’s inspection via the third-party
inspection company is performed and the Products show no quality issues and comply with the
agreed specifications.
6.TERM OF THE AGREEMENT
6.1. This Agreement shall become effective as of [!] and shall continue in effect for [!] years
thereafter (the “Termination Date”).
6.2. The termination of this Agreement shall not relieve any Party of (a) any unfulfilled
obligation or un-discharged liability of such Party on the Termination Date; nor of (b) the
consequences of any breach or default of any warranty or covenant in this Agreement. All
obligations and liabilities described in the preceding sentence, and applicable provisions of this
Agreement creating or relating to such obligations and liabilities, shall survive the Termination
Date.
7.EARLY TERMINATION
7.1.The non-defaulting Party (the “Non-Defaulting Party”) may, for so long as a Default (as
defined below) is not cured within the applicable period, take one or more of the following
actions: (i) establish a date (which date shall be no more than ten (10) business days after the
Non-Defaulting Party delivers written notice of such date to the defaulting Party (the “Defaulting
Party”) on which this Agreement shall terminate (the “Early Termination Date”); and/or (ii)
immediately cease performance and/or withhold any payments due.
7.2.The following events shall constitute defaults under this Agreement (each a “Default”) by a
Party under this Agreement: (i)such Party files a petition or otherwise commences, or authorizes
or acquiesces in the commencement of the bankruptcy proceedings; or (ii)the failure of a Party to
make any payment required under this Agreement when due if such failure is not remedied
within thirty (30) days after written notice of such failure is given to such Party by the other
Party; or (iii)the failure by a Party to perform any material obligation under this Agreement and
such failure is not cured within thirty (30) days after written notice of such failure is given to
such Party by the other Party or, if such failure by its nature cannot reasonably be cured within
thirty (30) days, such longer period (not to exceed ninety (90) days after such written notice) as
is reasonably necessary to cure such failure and during which the defaulting Party is not using
diligent efforts to cure.
7.3. The Buyer may unilaterally terminate this Agreement without cause at any time by prior
written or Alibaba notice delivered to the Manufacturer 30 days in advance of the date of
termination. Termination shall have no effect on any unfulfilled or undischarged obligation of
the Parties prior to the termination date.
8.ENTIRE AGREEMENTS/AMENDMENTS
8.1. This Agreement is the complete and exclusive statement of all terms and conditions relating
to this transaction between the Manufacturer and the Buyer.
8.2. It constitutes the entire agreement between the Parties hereto in relation to the subject matter
hereof, and supersedes all prior agreements between the Parties, written or oral, relating thereto,
whether express or implied.
8.3. The provisions of this Agreement may only be amended, in writing, and duly agreed to and
signed by all the Parties.
8.4. The Manufacturer may not assign its rights or obligations under this Agreement without the
consent of the Buyer, which the Buyer may give entirely at its discretion. The Buyer shall have a
right to assign all its rights, title, and interest under this Agreement to any affiliate without the
Manufacturer’s consent. However, any assignment by the Buyer to a third party will require the
Manufacturer’s prior consent. The Manufacturer shall not deny this consent without due cause.
8.5. This Agreement shall be binding vis-à-vis the Parties hereto and their respective successors
and permitted assignees.
9.SEVERABILITY
9.1. If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way be affected or impaired.
10.GOVERNING LAW/JURISDICTION
10.1. The United Nations Convention on Contracts for the International Sale of Goods shall
govern, construe and enforce all of the rights and duties of the parties arising from or relating in
any way to the subject matter of this Agreement, and to the extent not inconsistent with this
Agreement or the ICC Incoterms 2010.
10.2. The Parties shall make best efforts to amicably solve any disputes arising out in connection
with the interpretation, performance or termination of this Agreement. In case of failure to reach
an amicable agreement, the dispute shall be resolved by the Arbitral Court of the Romanian
Chamber of Commerce in accordance with its arbitration rules. The place of arbitration shall be
Bucharest, Romania and the language of the arbitration shall be English language. In witness
hereof, the Parties have signed this Agreement on the day mentioned in the Preamble in two
original counterparts in English language.

BUYER MANUFACTURER
Ezzat Shop Shadow, Yunnan Culinan Import &Export C.L