CONTRACT № -25/02/20

China, Nanjing 25/02/20

The « SUMEC MACHINERY&ELECTRIC CO., LTD », hereinafter referred to as “The Supplier”, on behalf
of [Link] Yuanpu, on the one part, and FARMANOGLU MMC, hereinafter referred to as “The Buyer”, on
behalf of Director Fuad Asgerov , operational on the basis of the Charter, on the other part, have concluded
the present Contract as follows:

1. SUBJECT OF THE CONTRACT

1.1 The Supplier undertakes to transmit Goods to the property of the Buyer and the Buyer undertakes to receive
and pay for the Goods.
1.2 The currency of the Contract and the currency of payment is dollar USA.
1.3 The total sum of Contract is approximately 200 000 (two thousand dollars USD).

2. ORDER OF DELIVERY AND PAYMENT CONDITIONS

2.1 After receiving the notification of the Buyer about the custom details (product name, quality and quantity,
performance attributes, factory of origin) by fax, the Supplier should send by fax to the Buyer the report on quality
and quantity with the copy of proforma invoice.

2.2 At the consent, the Buyer should send to the Supplier by fax the confirmation on delivery of the Goods and
agree on the terms of payment, terms of delivery, having signed the Specification which is an integral part of the
present agreement.

2.3. The payment is made by transfer of cash resources to the Supplier’s account as follows:

2.3.1 The Buyer makes a prepayment in the amount of 100% from the cost of Goods

2.4 The Supplier is obliged to prepare the Goods for shipment during 30 calendar days after receiving the signed
Specification and send to the Buyer by fax a correspondent notification about the readiness for shipping. Not later
than 10 calendar days after receiving such corresponding notification about the readiness of the Goods for
shipping, the Supplier is obliged to dispatch the Goods in total volume to the Buyer according to the Specification.

2.5. The Goods dispatch is implemented on the terms of FOB Shanghai by sea transport (by wagons, containers),
according to the requisitions of consignee, indicated by the Buyer. The delivery time is indicated in the
Specifications for each consignment separately.
2.6. The Supplier guarantees that he is the owner of the Goods at the moment of Goods dispatch and grants the
invoices on the Goods on his behalf.

[Link] Supplier is obliged to send to the Buyer with the Goods the documents below
- The account – invoice – 3 copies.
- The packing list- 2 copies
- The report of the Supplier on quality – 2 copies.
- Other documents on request of the Buyer that are necessary for implementation of the custom clearance of the
Goods and procedure of obligatory certification.

2.7. After the departure of the Goods the Supplier obliged to send within 3 days to the Buyer the following
original documents by express post:
- The account – invoice – 3 copies.
- The report of the Supplier on quality – 2 copies.
-The packing list- 2 copies.
- Bill of Lading – 5 copies.
- A copy of the export cargo customs declaration – 1 copy.
- Other documents on request of the Buyer that are necessary for implementation of the custom clearance of the
Goods and procedure of obligatory certification.

2.8. Within the present Contract № -12/09/19, validity, the Supplier shall be obliged not to sign any contracts for
sales and deliver the mentioned above group of the Goods to other Customers for its allocation.

3. ACCEPTANCE OF THE GOODS BY QUANTITY AND QUALITY

3.1 The quality of the delivered Goods should correspond to Industrial standards of the Supplier. Standards are
indicated in the Specification on each lot of the Goods. The package complies with the standard package of the
Supplier.
3.2 In the case of detection of Goods damages, lacks on quality, quantity and complete set at acceptance of the
Goods, , within 10 days from the moment of detection, the Buyer calls for the representative of the Supplier for
drawing up a reclamation report.

3.3 The Supplier is obliged to eliminate the shortcomings, revealed at the acceptance of the Goods by its own
account and own forces in the way of replacement of defective detail during 40 calendar days from the moment of
receiving an appropriate claims from the Buyer.
3.4. In the case of short-deliveries of the Goods, the Supplier is obliged to fill in the quantity short of Goods
during 40 calendar days from the day of receiving the Buyer’s claims .

[Link]
4.1. The warranty period shall be 12 months or definite quantity for the following type of the Goods:

The warranty period shall be reckoned from the moment of Goods’ selling by the Buyer to the Third party.

4.2. In the case of shortcomings (defects) detection of the Goods within the warranty period, the summons of the
Supplier representative is obligatory. The Buyer shall notify Supplier about the need for a joint inspection within
seven calendar days to identify shortcomings. The Supplier shall ensure the attendance of its representative within
20 calendar days after receiving Buyer’s notification about identified shortcomings.

[Link] Parties on the result of joint inspection of the Goods are obliged to draw up an inspection report,
indicating the following:
-The date and time of inspection;
-Representatives of the Parties participated in inspection;
-Storage and/ or service conditions of the Goods;
-Description of deficiencies / defects;
-The cause of flaws / defects.
Act shall be made in two original copies (one copy for each Party) and signed by persons who participated in the
Goods inspection.

[Link] Supplier is obligated to eliminate identified within the warranty period shortcomings (defects) at his own
expense and on its own forces by replacing the defective part or replacement of the Goods as a whole during 40
calendar days from the receipt of the relevant requirements from the Buyer.

5. LIABILITY OF THE PARTIES

5.1 In the case of default in delivery or partially delivery of the Goods within the time stipulated in the Contract,
the Supplier is obliged to pay the fine at the rate of 0,1% from the sum of undelivered (partially delivered) Goods
for every day of delay, but no more than 10% from the total cost of the Goods. At the same time, if the Supplier
refuses in written form to furnish the defined part of the Goods before the expiration of the delivery terms,
stipulated in the Contract, the Supplier is obliged to pay a nonrecurring fine to the Client at the rate of 20% from
the sum of the Goods, which the Supplier refused to deliver in .

5.2. In the case of payment terms violation, the Buyer pays to the Supplier the fine at the rate of 0,01% from the
sum for every day of delay, but no more than 1% from the sum of debt.

5.3. In the case of Supplier’s violation of the obligations, stipulated in the 2.4., the Supplier is obliged to pay to the
Buyer the fine at the rate of 0.01 % from the cost of Goods for every day of delay.
5.4. In the case of prepayment receipt and non-delivery of the Goods within the period specified in this Agreement,
the Supplier is obligated to return cash assets to the Buyer in corpore, at the request of the Buyer, (and in the case
of short delivery – at the rate of the cost of
non delivered goods) within 10 banking days from the date of delivery expiry, with the payment of penalties at the
rate of 20% of the cost of defaulted in time obligations.

5.5. The charge of penalties established by this Contract, the payment of penalties and damages, do not release the
Party from the implementation of the obligations placed upon them by the Contract and removal of violations.

5.6. Penalties/fines are paid within 10 (ten) banking days from the moment of granting of appropriate claims and
invoices by the one of the Parties via the transfer to the account of another Party.
5.7. The payment of fines or other penalties do not exempt the defaulting Party from the implementation of its
obligations.
6. THE PROCEDURE OF ADJUDGEMENT
6.1. All possible disputes under this Contract should be settled by the Parties through negotiations and in the claim
procedure. In the case of impossibility in achievement of agreement, the disputes shall be resolved in the courts at
the location of the plaintiff.
7. FORCE MAJEURE
[Link] are not responsible for the complete or partial default on obligations under this Contract, if this failure
was the result of force majeure. Under these circumstances the Parties understand war, revolution and other
military conflicts, extreme weather conditions, fires, earthquakes, natural disasters, acts of public authorities,
directly affecting the enforcement of obligations.

7.2. The Party shall promptly notify the other party about the nature, beginning and termination of force majeure,
preventing the fulfillment of obligations, within 5 days from the date of their occurrence and / or termination. Non
notification or untimely notification of the occurrence of force majeure does not give the right to rely on such
circumstances as a circumstance deprived of the opportunity to implement the obligations under this Contract.

[Link] document issued by the Chamber of Commerce of the country of the Supplier or Buyer, respectively will
serve as an argument of the presence of the above mentioned circumstances and their duration will serve as

7.4. In cases of force majeure period the Party's obligations under the Contract is removed in proportion of time
during which these conditions and their consequences are operated. If the force majeure circumstances and their
consequences continue to operate for more than six months, the Parties shall decide the question of the legal fate of
the Contract.
[Link]
8.1. Any notice or other communication to be provided under this Contract, shall be directed in E nglish language,
in writing form and signed by the sending Party. Notification or other communication shall be served by personal
delivery or by registered mail correspondence, or by fax to the address and attention of the respective Party
referred to in Part 10 of the Contract.

8.2. Any notice or other communication is considered to be delivered:

a) if it was delivered personally - at the time of delivery;
b) in the case of its direction by registered mail - at the time of delivery to the appropriate address;
c) In the case of fax message - at the time of receipt, which is confirmed by the delivery status notification.

8.3. In the case of modification of any requisitions details of each Party shall promptly notify the other party,
otherwise, all losses due to late notification of any requisitions modifications, will be charged to the defaulting
Party.
9. FINAL PROVISIONS
9.1 The Parties undertake to keep the confidentiality of any information about each other which became known for
them in course of execution of obligations under the present Contract.
9.2 Each Party guarantee to the other Party that:
a) The conclusion and execution of this Contract is within its corporate powers and properly formalized by all
necessary corporate decisions, does not contradict or violate, will not contradict its founding, as well as other
internal documents, and break them;
b) As the Party knows that there are no legal proceedings against it that could materially affect its ability to fulfill
its obligations under this Contract;
c) It does not violate its obligations under any agreement, treaty or Contract, which could affect on its ability to
fulfill any obligations under present Contract.

9.3. This Contract shall enter into force from the moment of its signing and shall valid till December 31, 2019 and
complete fulfillment of the obligations regarding mutual settlement by the Parties. Upon expiration of the Contract
validity, the Contract shall be prolonged for the next 5 (five) years if neither of the Parties took measures to
terminate the Contract validity.

9.4. All possible changes or additions to this Contract shall be valid only in the case of signing the appropriate
Agreement by both Parties.

9.5. Supplier’s violation of obligations, stipulated in paragraphs . gives the right to the Buyer to terminate this
Contract and the Supplier will be liable to pay to the Buyer a penalty at the rate of 20% of the unfulfilled in time
obligations. Also, the early termination of the present Contract is possible if the both Parties agree (with the
exception of force majeure), herewith the initiator side is obliged to notify the other Party no later than a month
before. At the time of termination of the Contract the Parties shall formalize the act of verification, in which all
actually implemented and unfulfilled obligations of the Parties shall be reflected. Within 20 days after formalizing
the act of verification the Parties shall make the final mutual settlement. The transfer of rights and obligations
under this contract to third parties is allowed only with written consent of both Parties.

9.6. The present Contract is English languages in two copies, each having an equal legal effect.
9.7. Facsimiles copies of this Contract and any other documents related to its execution are valid until the receipt
of the original.

10. PROPERTIES And SUBSCRIPTIONS of the PARTIES

The Buyer: The Supplier:

Beneficiary “SUMEC Machinery&Electric co.,ltd”

Name: FARMANOGLU LLC Address:

No.198 Changjiang Road Nangjing China.
Tax ID: IBAN: 2005924151 Tel: +86-25-84531723
Bank details:
Beneficiary Bank: Bank Respublika OJSC

Tax ID: 9900001901 Bank of China Jingsu Branch

IBAN: AZ53BRES00381384000277696101 SWIFT No.: BKCHCNBJ940

Address: Khaqani str. 21, Baku, Azerbaijan A/C (USD account): 470258230909

SWIFT: BRESAZ22 Beneficiary: Sumec Machinery and Electric Co.,Ltd

The Supplier’s signature:

The Bayer’s signature:
[Link] Yuanpu ________________
Fuad Asgerov ______________