CONTRACT № 001/201192873

JUMWEA

purchase of cars from Japan

Toyama 01.01.201 ()

Earlybird Co. Ltd, Toyama, Iwase, Suwamachi 63-1, Japan, hereinafter referred to as” Seller “, represented by the President Hideyuki Kuroiwa, on the one hand, and …. … .. …. …. …. ……., Hereinafter referred to as the “Buyer”, on the other hand, hereinafter jointly referred to as the “Parties” have signed Contract as follows:

  1. SUBJECT OF THE CONTRACT

Eleven. “Seller” sell and the “Buyer” – buying cars (hereinafter referred to as the “Product”).

1.2 Delivery of “Goods” under the Contract is carried out parties, with the “Buyer” shall determine the frequency of deliveries, and the number and range of the delivered “goods.”

1.3 “Seller” ensures that “Goods” are not sold, not incorporated in the dispute and is not under arrest.

  1. PRICE AND PRODUCT

2.1. Cost is the cost of the auction and / or the value of “goods” purchased from authorized dealers or car manufacturers.

This price does not include the following costs:

1) The cost of delivering the “goods” from the auction to the port or yard.

2) The auction commission and the commission of the Seller.

3) Customs costs and freight costs (in case freight paid in Japan).

4) Marine Insurance if necessary.

2.2. Given the variability of costs specified in paragraphs one through four of paragraph 2 this Contract, depending on the number of delivered “Goods”, “Seller” shall subtracts prepaid deposit from the total value of goods.

2.3. “Seller” shall report “Buyer” on the real costs.

2.4. The total value of the Contract is XXX XXX JPY. The price of this contract shall be fixed in Japanese Yen. Payment in any other currency shall be converted pro rate and per date of payment.

  1. TERMS OF PAYMENT

3.1. The price of each car is set on delivery basis FOB Yokohama, Osaka, Nagoya, Toyama, – Japan (Incoterms 2014). The price of “goods” is set in Japanese yen.

3.2. After signing the “Parties” specification for the supply of the first batch of “goods” and the Contract within five (5) banking days “Buyer” transfers to the bank account of “Seller” amount specified in the specification. Prepayments may change with the purchase of subsequent batches of “goods” according to the signed “side specification.

3.3. Parties have the right to negotiate and to make some changes in the order of payment. At the same time, any changes to the terms of payment shall be fixed by mutual agreement in writing, attached as an appendix hereto and confirmed by seals and signatures of both parties.

3.4. In the event of changes in any of the “Parties” legal address, name, bank and other details, “Parties” shall, within three (3) days written notice to each other about it, and the letter should indicate that it is an integral part of this Contract. If not notice one of the “parties” to amend their bank details other “sides”, the latter will not be held accountable for their actions with the previous bank details.

  1. AUCTION

4.1. “Buyer” reports “seller” of intent to purchase “goods” on the day of the auction. At the same time, the “Buyer” is obliged to inform the “seller” a “product” and at what price he wants to buy on the basis of the order.

4.2. In that case, if the “seller” does not recommend the purchase of “goods” and can not communicate with the “Buyer”, “Seller” has the right not to buy the “Goods”.

4.3. Delivery of “goods” and the documentation to the office “Seller” auction, a maximum of two weeks, according to the auction rules. Otherwise penalty shall be paid by auction as general rule.

4.4. The day after the purchase “goods” “Seller” shall inform the “Buyer” purchase information “goods”.

  1. DEALER PURCHASE

5.1. “Seller” advance shall pass “Buyer” the following information:

1) The photo of “goods”.

2) The price of “goods”.

5.2. “Buyer” can order the necessary “Product”, “Seller” by e-mail or by phone.

5.3. “Buyer” is obliged to inform “the Seller” response on the day following receipt of information referred to in sub-paragraph 1.2

  1. DELIVERY

6.1. “Seller” shall ship “goods” within one month from the date of purchase, subject to the availability of the vessel. Delivery dates may vary in case there is no ship with available schedule.

6.2. The delivery date of “goods” shall be the date of issue of bill of lading (Bill of Lading).

  1. LIABILITY

7.1. For non-performance or improper performance of this contract, the “Parties” shall be liable in accordance with the norms of the Japanese legislation and internationally accepted practices of commercial transactions, compensating injured “parties”, the losses in the form of direct damages and lost profits.

7.2. For late delivery of “Goods” at fault “Seller”, the latter shall pay the “Buyer” a penny of 0.01% of the value of the undelivered “goods” for each day of delay, but not more than 3% of the value of the undelivered “goods”.

7.3. In case of delay of payment “Buyer” pays the “seller” a penny in the amount of 0.01% of the outstanding “product” for each day of delay, but not more than 3% of the outstanding “commodity”.

7.4. Paying a penny does not relieve the “Parties” from the obligation to fulfill the terms of the Contract.

  1. FORCE MAJEURE

8.1. The parties are relieved from responsibility for partial or complete failure to perform its obligations under this Contract, if they prevent the execution of emergency and irresistible under the given conditions, including declared or undeclared war, civil unrest, epidemics, embargoes on exports and imports, earthquake, flood and other natural disaster.

8.2. In the event of force majeure, preventing the fulfillment of obligations under the contract of one of the “parties”, it shall notify the other “Party” within seven days of the occurrence of such circumstances.

8.3. If circumstances of force majeure are over three consecutive months, this Contract may be terminated by either the “Parties” by giving written notice to the other “side”.

  1. TERMS OF CONTRACT

9.1. This Contract shall enter into force upon signature “Parties” and is valid until fulfillment of their obligations under this Contract or until the termination of this Contract.

9.2. Each of the “Party” may terminate this contract by giving the other “side” of a written notice ten days before the intended date of termination. This commitment arose between the “Parties” during the execution of this Contract shall be executed “Parties” properly.

  1. DISPUTES

10.1. All disputes that may arise in connection with the execution of this Contract shall be settled through negotiations between the “Parties”.

10.2. If the disputes are resolved through negotiations between the “Parties”, they shall be settled in the Arbitration Court at the Chamber of Commerce and in Tokyo, Japan in accordance with the Rules of procedure.

  1. FINAL PROVISIONS

11.1. All the provisions and amendments to the present Contract are its integral part and are valid only if they are perfect in writing and signed by the “Parties”.

11.2. In the case of the signing of this contract by fax, it will be considered the original. The “Parties” are obliged to sign the originals of the Contract and send the second copy to the counterparty by registered mail.

11.3. This Contract is made on six pages, in two copies, one copy for each of the “Parties”, having equal legal force.

11.4. This contract may be amended by written agreement of the “Parties”.

11.5. The provisions regulated by this Contract are governed by the laws of the Russian Federation and internationally accepted practices of commercial transactions.

11.6. None of the “Parties” shall not be entitled to transfer its rights and obligations under this Contract to a third party without the written consent of the other as the “Parties”.

  1. ADDRESSES AND BANK DETAILS

SELLER:

Company name: EARLYBURD CO. LTD

Company Address: Iwase Suwamachi 63-1, Toyama-city, Toyama pref., Japan 931-8377

Phone / fax: 076-426-0866, 076-438-5445

Bank company: RESONA BANK, Soshigaya Branch

BUYER:

Company (Person) name:

Address:

Phone fax:

Bank company:

Account number.

Please note: This agreement is a model. Details of cooperation specified and agreed individually in each case.