Abazova Ramina Sales Contract for the Purchase of Scuba diving equipment Date: «12» February 2024 Between: Seabed Solutions S.L., whose registered office is at Calle del Mar 20, Barcelona, Spain, and registration/fiscal number is ES123456789, represented by Elena Marinero (hereinafter referred to as “the Seller”), And Deep Dive GmbH, whose registered office is at Tauchstrabe 15, Berlin, Germany, and registration/fiscal number is DE987654321, represented by Hans Taucher, (hereinafter referred to as “the Buyer”). Both Parties declare an interest in the sale and purchase of goods under present Contract and undertake to observe the following agreement: 1. Products Under the present Contract, the Seller undertakes to provide, and the Buyer to purchase, the following Products and quantities: diving equipment including but not limited to scuba tanks, regulators, masks, fins, and wetsuits, totaling 100 sets. 2. Price The total price of the Products which the Buyer undertakes to pay the Seller shall be The total price of €100,000 (one hundred thousand euros) encompasses the following breakdown: – Diving equipment: €80,000 (eighty thousand euros): Scuba Tanks (Diving Cylinders): €30,000 Includes 50 high quality cylinders capable of containing compressed air for breathing underwater while diving. Each cylinder is equipped with a valve for easy refilling and use. Regulators: €20,000 Includes 50 regulators to control the flow of air from the cylinders to the diver's mouth, ensuring smooth and comfortable breathing underwater. Masks: €10,000 Contains 100 masks that provide clear vision and a comfortable fit for divers. They have tempered glass lenses and adjustable straps. Fins: €10,000. Includes 100 pairs of fins that provide efficiency and maneuverability in the water, allowing divers to move smoothly and quickly. Wetsuits: €10,000 Includes 100 wetsuits made from high quality neoprene providing insulation and protection for divers in a variety of water temperatures. – Shipping and handling: €20,000 (twenty thousand euros): This covers the cost of transportation, insurance, and any associated fees for delivering the diving equipment to the Buyer's designated location. Both Parties undertake to renegotiate the agreed price when affected by significant changes in the international market, or by political, economic or social situations in the country of dispatch or destination of the Product, which may damage the interests of either party. 3. Insurance and packing Buyer will be responsible for arranging insurance coverage for the transportation of the Products from the port of Barcelona, Spain to their final destination. Seller will ensure that the Products are properly packaged and prepared for shipment in accordance with industry standards to minimize the risk of damage during transit. However, any additional insurance cover or special packaging requirements beyond standard practice shall be the responsibility of the Buyer unless otherwise agreed in writing by the parties. 4. Means of payment The Buyer agrees to pay the total price specified in this Contract. Payment of the said price shall be made by irrevocable and guaranteed letter of credit payable to the account and branch of the bank specified by the Seller. 5. Date of payment The Buyer shall effect payment for the Products by opening an irrevocable letter of credit (L/C) in favor of the Seller within five (5) business days from the date of signing this Contract. The L/C shall be opened for the total amount of the agreed price of €100,000 (one hundred thousand euros) and shall be payable at sight upon presentation of the required shipping documents as per the terms of the Contract. The Seller shall ship the Products within three (3) business days of receipt of the L/C confirmation from the Buyer's bank. Upon shipment, the Seller shall present the required shipping documents to the Buyer's bank for payment under the L/C. The Buyer shall ensure that the L/C remains valid until the Seller receives the full payment for the Products. 6. Delivery period The Seller shall deliver the Products to the port of Barcelona, Spain, within thirty (30) calendar days from the date of opening the irrevocable letter of credit (L/C) by the Buyer, as specified in Clause 4 of this Contract. The delivery period shall commence from “12” March 2024, which is the date of issuance of the L/C. The Seller shall make all necessary arrangements to ensure timely delivery of the Products in accordance with the agreed-upon Incoterm (FOB - Free on Board) and shall provide the Buyer with a shipping notice and relevant tracking information upon dispatch of the Products. In the event of any delay in delivery beyond the agreed-upon period, the Seller shall notify the Buyer immediately and take all necessary measures to expedite delivery. 7. Delivery delays In the event that the Seller fails to deliver the Products to the port of Barcelona, Spain, within the agreed-upon thirty (30) calendar days from the date of opening the irrevocable letter of credit (L/C) by the Buyer, as specified in Clause 6 of this Contract, the Seller shall be deemed to be in default. However, considering that the Buyer opened the irrevocable letter of credit (L/C) on 12th March 2024, the Seller shall have until 12th April 2024 to effect delivery of the Products. If the Seller anticipates any potential delays in delivery, they shall promptly inform the Buyer in writing, providing reasons for the delay and proposing a revised delivery schedule. In such cases, the Buyer shall have the right to accept the revised delivery schedule or to terminate the Contract and demand a refund of any amounts paid under the irrevocable letter of credit (L/C). 8. Procedure for consideration of claims and complaints Any claims or complaints regarding the quality or quantity of the delivered Products must be submitted by the Buyer to the Seller in writing within seven (7) calendar days from the date of receipt of the Products. The written claim or complaint shall include detailed information about the alleged defects or discrepancies, accompanied by relevant evidence such as photographs or test reports. Upon receipt of a valid claim or complaint, the Seller shall promptly investigate the matter and provide a written response to the Buyer within fourteen (14) calendar days. If the claim or complaint is found to be valid, the Seller shall, at its discretion, either replace the defective Products or refund the Buyer for the cost of the affected Products. If the Seller disputes the validity of the claim or complaint, the parties shall endeavor to resolve the dispute amicably through negotiation. If no resolution can be reached within thirty (30) calendar days from the date of the initial claim or complaint, either party may refer the matter to arbitration in accordance with the dispute resolution clause of this Contract. Both parties agree to cooperate in good faith and make reasonable efforts to resolve any claims or complaints in a timely and efficient manner, with the ultimate goal of preserving the commercial relationship and mutual trust between the Buyer and the Seller. 9. Contractual responsibility Both the Seller and the Buyer shall fulfill their respective obligations under this Contract in accordance with the terms and conditions specified herein. The Seller shall be responsible for ensuring that the Products conform to the specifications and quality standards agreed upon by the parties and are delivered to the Buyer in a timely manner and in compliance with the agreed delivery terms. The Buyer shall be responsible for making timely payments for the Products as per the agreed payment terms and for providing accurate shipping and delivery instructions to the Seller. The Buyer shall also be responsible for inspecting the Products upon receipt and promptly notifying the Seller of any claims or complaints regarding the quality or quantity of the delivered goods. In the event of any breach of contract by either party, the non-breaching party shall be entitled to seek appropriate remedies as provided for under the applicable law and this Contract, including but not limited to damages, specific performance, or termination of the Contract. However, neither party shall be liable for any failure to perform its obligations under this Contract due to circumstances beyond its reasonable control, such as acts of God, natural disasters, or governmental actions. Both parties agree to act in good faith and to cooperate fully with each other to resolve any disputes or disagreements that may arise during the performance of this Contract. They further agree to mitigate any losses or damages incurred as a result of any breach of contract or other default under this Contract. 10. Certification and compliance The Seller shall ensure that the Products delivered under this Contract comply with all applicable laws, regulations, and industry standards in the country of origin and destination. Additionally, the Seller shall provide the following certifications and documentation to demonstrate compliance with quality, safety, and environmental standards: a. Certificate of Origin - A document that identifies the country or region where the products were produced; b. Certificate of Conformity - Document certifying that the products meet specified technical standards, quality requirements; c. Product Specifications - Document describing the detailed characteristics, features, dimensions, and operating parameters of the products; d. Safety Data Sheet (SDS); e. Certificates of environmental compliance. Upon request, the Seller shall furnish the Buyer with certificates of origin, conformity, and any other relevant documentation to facilitate customs clearance and regulatory compliance. The Seller shall bear any costs associated with obtaining the required certifications and ensuring compliance with applicable regulations. The Buyer shall inspect the Products upon receipt and verify that they meet the specifications and standards set forth in this Contract. If the Products are found to be non-compliant or lacking the necessary certifications, the Buyer shall notify the Seller promptly and may request corrective action or compensation as appropriate. Both parties shall cooperate fully to address any compliance issues and ensure that the Products meet the required quality and regulatory standards. Failure to comply with certification requirements or relevant regulations may result in penalties, fines, or other legal consequences, for which the non-compliant party shall be solely responsible. 11. Compensation for losses and additional costs In the event of any breach of contract or default by either party, the non-breaching party shall be entitled to seek compensation for any direct losses, damages, or additional costs incurred as a result of the breach. The party responsible for the breach shall indemnify the non-breaching party for any financial losses or damages arising directly from the breach, including but not limited to: 1. Cost of replacement: If the Products delivered by the Seller are defective or non-compliant with the specifications outlined in this Contract, the Buyer may seek reimbursement for the cost of replacing or repairing the defective Products. 2. Delay-related costs: If the Seller fails to deliver the Products within the agreed-upon timeframe, resulting in delays or disruptions to the Buyer's operations, the Seller may be liable for any additional costs incurred by the Buyer as a result of the delay, such as storage fees, expedited shipping charges, or loss of business opportunities. 3. Legal expenses: In the event of a dispute or litigation arising from the breach of contract, the breaching party shall be responsible for reimbursing the non-breaching party for any legal expenses, court fees, or other costs associated with resolving the dispute. 4. Consequential damages: The non-breaching party may also seek compensation for any indirect or consequential damages resulting from the breach, such as loss of profits, reputation damage, or business interruption. Both parties agree to cooperate in good faith to quantify and assess any losses or additional costs resulting from a breach of contract and to negotiate a fair and equitable resolution to compensate the injured party for their losses. 12. Governing Law: This contract is governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG). 13. Dispute Resolution: Any disputes arising from this contract shall be resolved through arbitration in accordance with the rules of the International Chamber of Commerce (ICC). 14. Legal address and Bank Requisites of the Parties – seller: – buyer: Signatures:
