SALES AGREEMENT

1. PARTIES OF THE AGREEMENT

This Sales Agreement (the “Agreement”) has been concluded and signed on this June.14.2019,
by and between 3A MÜŞAVİRLİK YAPI İNŞAAT SANYİ VE TİCARET A.Ş. (Hereinafter
referred as the “BUYER”) residing at Mutlukent Mahallesi Angora Bulvarı No:64/1 06800
Beysukent-Çankaya/ANKARA/TURKEY and XIAMEN TINGIDA STONE CO., LTD. (hereinafter
referred as the “SELLER”) residing at 46# BLDG, Xiangcheng International, Xiangan Area,
XIAMEN, FUJIAN, CHINA 361100 Under the terms and conditions stated here below.

SELLER and BUYER shall be hereinafter referred individually as “PARTY”, jointly as

2. SUBJECT OF THE AGREEMENT

The subject of this Agreement is the terms of sale of the limestone and granite (hereinafter all
together shall be referred as “PRODUCT(S) or “PRODUCT”) technical specifications and
product details of which are provided in annex1 and proforma invoice

3. EFFECTIVE DATE OF THE AGREEMENT

3.1. This Agreement shall enter into force upon the signature of the PARTIES (“effective date”).

3.2. This Agreement has been concluded to supersede all kind of verbal and written proposals,
offers and acceptances and all other commercial correspondences, if exsists.

4. PRODUCT(S) SUBJECT TO SALE

The futures of the PRODUCT(S) subject to this Agreement are provided in the enclosed offer of
SELLER numbered (3A*XTS-001) (Annex-1) or any following Proforma Invoices.

The BUYER hereby accepts and declares that the below mentioned prices are indicative and
exclusively determined for this Agreement, thus shall not constitute a precedent for any other
projects. Furthermore; any product not indicated at proforma invoice, special workmanship,
detailing, different in size will be priced seperatly. Any of unit price offered in this agreement
shall not constitute a precedent.

The PRODUCTS subject to sale are mentioned to be as Annex-1.

5. DELIVERY OF THE PRODUCT(S)

5.1. The PRODUCT(S) shall be delivered by the SELLER to BUYER or to a third party (“Third
Person”) upon the presentation of a written authorization of the BUYER regarding delivery, at

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 FOB XIAMEN PORT/CHINA basis, according to Incoterms 2010. The PARTIES hereby
accept that the SELLER is entitled to partial delivery.

5.2. The ownership of PRODUCT(S), any kind of loss and benefit related with the PRODUCT(S)
shall be transferred to the BUYER upon the delivery of the PRODUCT(S). The BUYER
accepts and declares that the cost of the PRODUCT(S) shall be claimable and collectible either
on due date if determined, or immediately upon delivery as FOB XIAMEN PORT/CHINA
basis (Incoterms 2010) delivery of the PRODUCT(S).

5.3. Delivery periods of the PRODUCT(S) shall be according to the Porforma details.

5.4. The BUYER accepts, declares and undertakes that any delay or failure in payments
mentioned in this Agreement or delays in approval process of the quantity in written by the
BUYER shall be reflected to the delivery period accordingly.

5.5. The BUYER shall be obliged to perform necessary acceptance procedures and fulfil
inspection and notification obligations upon delivery. The acceptance of the PRODUCT by a
third person pursuant to an authorization of the BUYER shall not release the BUYER from
inspection and notification obligations.

6. PRODUCT(S) PRICES AND PAYMENT CONDITIONS

6.1. The total price of the PRODUCT(S) is USD ………… (…………………….dollars) for the
current sale. However, any other following sales and relevant proforma invoices will be negotiated
and shall be signed seperately. In any case the conditions following sales other than mentioned in
proforma invoices shall be subjected to this Agreement. Total price includes packaging, suitable
for sea shipment. For the avoidance of doubt installation is not within the scope of this Agreement.
This Agreement does not cover any transportation, accommodation and food expenses of the
technical staff under commissioning phase which shall solly be borne by BUYER.

6.2. The BUYER shall pay USD ………… (…………………….dollars) which is subject to
changes of excat value of the product at current day of order. BUYER shall pay 30% of the
total price in advance and then 70% shall pay when the BUYYER got the copy of B/L, to the
bank account of the SELLER through any banking system. The payment will be made to the
USD bank account details of the SELLER is as follows:

Account Holder :
Bank :
Bank Adress :
Branch Office :
Swift Code :
IBAN :

6.3. The sales invoice shall be submitted to the BUYER upon the delivery. SELLER will issue sales
invoice to the BUYER upon every bill of loading and BUYER shall pay 30% of the total price in
advance and then 70% shall pay when the BUYYER got the copy of B/L. If sale invoices
cumulative may exceed the value of contrat amount; in this case SELLER will issue Variation

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 Order to the BUYER for his approval and production or shipment will hold until BUYER
approval

6.4. The BUYER irrevocably accepts, declares and undertakes to be into default, in case fails to
perform payment of the any due amount stipulated herein without need of any warning and/or
written notice and to pay 2% (one percent) interest of default on monthly basis. The interests of
default (interest for late payment) to be calculated pursuant to this article shall be invoiced to the
BUYER. In case SELLER does not issue such an invoice, this situation shall not be deemed as a
waiever of the SELLER. The failure of the SELLER in issuing invoice shall not constitute a
waiver of the right for claim interest.

7. RIGHTS AND OBLIGATIONS OF THE SELLER

7.1. The SELLER shall only be responsible for the workmanship and quality faults of the
PRODUCT(S) determined by the Joint Decleration (on photograhs) signed and accepted
by the SELLER and the BUYER (Annex-2).

7.2. The SELLER shall recover the faults and deficiencies determined as per the context stated
here above, by replacing the products, as soon as possible depending on the nature of the
work.

8. RIGHTS AND OBLIGATIONS OF THE BUYER

8.1. Following the signature of this Agreement, the BUYER shall perform payments duly and
timely as determined in the Agreement.

8.2. The BUYER is obliged to accept the delivery of the PRODUCT(S) subject to this
Agreement at the delivery conditions (FOB and date).

8.2.1. In case the BUYER fails to accept the PRODUCT on delivery date, this shall be
deemed as a material breach and the SELLER shall not be responsible for any
casue under this Agreement. In such a case, all payments made by the BUYER to
the SELLER shall be retained by the SELLER as a penalty.
8.2.2. Faiure in delivery and postponement of delivery date due to a reason attributable to
the BUYER shall not postpone payment obligations of the BUYER subject to
delivery. In this case, the BUYER accepts and declares to perform all payments
duly subject to delivery under this Agreement.

8.3. The BUYER is responsible for the preservation of the PRODUCT(S) in accordance to the
storage conditions mentioned in the storage instructions provided by the SELLER.
Otherwise the SELLER shall not be responsible for any claim of direct or indirects damages
or claims of compensation including but not limited to loss due to lack of preservation under
storage conditions, fault and defect.

8.4. The BUYER is obliged to notify the defects to SELLER of the Products according to and
within the 7 days period. The BUYER shall not interfere with the PRODUCT(S) subject to
this Agreement, without the instructions of the SELLER after the notice of defect.

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 Otherwise, the BUYER hereby irrevocably accepts, declares and undertakes that the
BUYER shall be solely responsible from any damages caused and that the SELLER shall
have no direct and/or indirect responsibility.

9. LIMITATION OF LIABILITY

9.1. The provisions stipulated under this Agreement are the exclusive and sole rights that can be
claimed by the BUYER.

9.2. The SELLER shall not be responsible for indirect losses such as loss of production, loss of
profit, economical losses etc. Unless a lower rate is determined under this Agreement and/or its
Annexes, the top level of the total compensation amount that may be directed to the SELLER in
any case before a court pursuant to compulsory legal rules or mandatory practice shall not
exceed 5% of the relevant Total Proforma Invoice Price regardless of its top level, reason and
legal basis. This ratio expresses the utmost limit for the compensation amount determined by the
Parties mutually as prudent merchants.

9.3. In case of delay in delivery by the SELLER, the BUYER is only entitled to claim late delivery
penalty which is 0.2% of the PRODUCT weekly. The sum of late delivery penalty cannot exceed
5% of the Total Agreement Price. The BUYER hereby accepts, declares and undertakes not to
claim for any other demand by any means. In case the delay in delivery is related with one or
some of the machine(s), the SELLER shall only be obliged to pay late delivery penalty to be
calculated over the price of the machine(s) price subject to late delivery.

10. TERMINATION

10.1. Notwithstanding any remedies under this Agreement, if any of the PARTIES fails to fulfill any
of the obligations under this Agreement (“The Defaulting Party”) except Force Majeure the non-
defaulting PART is entitled to notify the Defaulting Party via notification and demand the
fulfillment of that obligation within 10 days’ period (grace period). After receiving the
notification duly, if the Defaulting Party shall not fulfill the obligation subject to the notification
within the grace, the non-defaulting Party shall be entitled to terminate the Agreement
unilaterally. In case the BUYER exercises his right of termination due to breach of the SELLER
and the breach is originated from the lack of promised quality of the goods, the Parties agree and
accept that termimation shall be applicable and limited to the non comfirming goods, this
Agreement shall be valid and binding for the goods delivered duly as per the provisions of the
Agreement.

10.2. In case any of the Paties loses its legal entity status, or his capacity to act, or goes into
liquidation, or in case a court decision regarding it bankruptcy or suspension of its bankruptcy is
rendered, even if the term of Agreement has not expired, the other Party shall be entitled to
terminate the Agreement unilaterally with an immediate effect reserving his rights of demand,
indemnification and guarantee.

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11. FORCE MAJEURE

Force Majeure under this Agreement means natural disaster, war, social events, terrorism,
governmental precautions, fire, flood, hurricane, earthquake, strike or any other reason beyond the
reasonable control of the Party. If a Party is exposed to force majeure, then the related Party shall
inform the other Party immediately regarding the situation, if possible in writing. In case force
majeure continues, the Parties shall not be responsible for their incapability of fulfilling their
obligations. In case force majeure lasts more than fortyfive (45) days, Parties shall set a mutual
understanding through amicable negotiations regarding the continuation of the Agreement.

12. NOTIFICATION

The addresses shown in the preamble of this Agreement shall be used for all the warnings and
notices to be made under this Agreement in accordance with the Turkish Commercial Code. The
changes in addresses shall be notified to the other Party in writing. Otherwise, the notifications sent
to these addresses shall be deemed duly delivered to them and to be effective as a valid notice. The
messages sent to the fax numbers and e-mail addresses mentioned below shall be deemed duly
delivered providing there are fax confirmation and an e-mail receipt report.

13. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of
Turkey. Ankara Central Courts and Execution Offices shall be competent regarding any disputes
arising between the Parties

14. ANNEXES

This Agreement and its Annexes constitute the entire agreement among the Parties to the subject
matter hereof. The Annexes of the Agreement stipulated below are integral part of this Agreement.
This Agreement and its annexes, terms and conditions shall apply in the following order of
priority:

Annex 1: Proposal and Poroforma Invoice of the SELLER numbered(3A-XTS-001)

15. MISCELLANEOUS

15.1. This Agreement shall be binding between the SELLER and the BUYER and any PARTY is not
entitled to assign and transfer their rights and obligations arising from this Agreement to third
parties without prior written consent of the other Party.

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15.2. In case of the suspension of the Agreement for more than 1 (one month) for any reason (in case
one of the Parties do not fulfill its contractual obligations), the non-defaulting Party, at his own
discretion, is entitled to waive from the execution of the Agreement and/or request the additional
costs (to be added to or set off from the total agreement price) originated from execution of the
Agreement.

15.3. If any provision of this Agreement is held to be invalid or unenforceable, then such provision
shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be
included in this Agreement but without invalidating any of the remaining provisions of this
Agreement. If any provision is held to be invalid, the Parties shall use their best efforts to insert
a replacing provision similar to such invalid provision the effect of which is as close as possible
to the intended effect of the invalid and unenforceable provision and the intended economic
benefits thereof.

IN WITNESS WHEREOF the Parties have executed this Agreement constitutes of 6(six) pages and
Annexes on 11.03.2019 in 2 original copies.

BUYER SELLER
Title 3A MÜŞAVİRLİK YAPI Title
İNŞAAT SANAYİ VE
TİCARET A.Ş.
Authorized Burak Dedeoglu Authorized
Person(s) Person(s)
Signature/ Signature/
Stamp Stamp

Tax Office/ DOĞANBEY Tax Office/

e-mail [email protected] e-mail

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 Annex-1

(Technical specifications and product details/Proforma Invoice)

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PROFORMA INVOICE AND UNIT RATES
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Annex-2

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(JOINT DECLERATION)

Annex-3

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 (Handover Certificate Sample)

DELIVERY:......................................................................................................................................................................

LOCATION:.....................................................................................................................................................................

PROPOSAL DATE:.........................................................................................................................................................

Goods have been duly delivered and inspected by us.

 All expected qualifiactions and dimensions(sizes) have been controlled,

 The goods match to the promised quantity.

Please provide list of goods or mention packinglist code.

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BUYER Signature:..............................................................................................................................................................

Date: ........................................................................................................................

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