Sales Contract by Phan Thanh

SALES CONTRACT No.: ____________________________________________

You can enjoy your life through the most comfortable and convenient facilities. At Blooming Park, you own “a new apartment” that is a high quality, opulent space in harmony with nature’s beauty.

SALES CONTRACT Apartment No. __________________________ - Blooming Park

This Sales Contract (“Contract”) is made and entered into on _________________________ between the following parties:

KIEN A INVESTMENT & SERVICES LTD. Investment Certificate No. : 411022000101 issued on August 7, 2007 by People’s Committee of HCMC Address : Lot No. 5, An Phu Ward, District 2, HCMC Tel : (08)7406688 Fax : (08)7406949 Email : info@bloomingpark.com Represented by: Name: ___________________________________________________________ Title: _____________________________________________________________ (Hereinafter referred to as “Party A”) AND NAME : _________________________________________________________________________ ID Card/Passport/Business Registration/Investment License No.: ___________________________ Issued by ______________________________ Dated ___________________________________ Permanent address: _______________________________________________________________ ________________________________________________________________ Contact address : ________________________________________________________________ _________________________________________________________________ Tel : ___________________________ Mobile phone: _______________________ Email : ________________________________________________________________ NAME : _________________________________________________________________________ ID Card/Passport/Business Registration/Investment License No.: ___________________________ Issued by ______________________________ Dated ___________________________________ Permanent address: _______________________________________________________________ ________________________________________________________________ Contact address : ________________________________________________________________ _________________________________________________________________ Tel : ___________________________ Mobile phone: _______________________ Email : ________________________________________________________________ (Hereinafter referred to as “Party B”) Whereas: (I)

Party A is the real estate business company which is developing the Blooming Park located at Lot No.5, An Phu Ward, District 2, HCMC inclusive of high-class apartments designed according to international standards.

(II)

Party B has already studied and verified the real status and the legal document of the Apartment (as described in Appendix 1 of this Contract) of the Blooming Park.

(III)

The Parties qualify their financial capacities and legal conditions as well to enter into this Contract.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE 1.

DEFINITION AND EXPLANATION

1.1 Unless otherwise required by the context, the following terms and expressions shall have meanings as follows: “Apartment” means the apartment no. ____________ under the construction in the Blooming Park by Party A and will have been finished by October 31, 2010 with the technical details and specifications as specified in Appendix 1 attached to this Contract.

(b)

“Blooming Park” means the high-rise building located at Lot No.5, An Phu Ward, District 2, HCMC including high-class apartments for sale and lease.

(c)

“Contract” means the Sales Contract and any appendix attached hereto as well as any written amendment of, addition to this Contract made and entered into by Parties from time to time.

(d)

“Technical Details and Specifications of the Apartment” means the technical details and specifications of the Apartment as specified in Appendix 1 attached to this Contract and any written relevant amendment, addition to made and decided by Party A or in accordance with Article 9.7 herein.

(e)

“Selling Price” means the unit price per square meter of the Apartment as provided in Article 3 of this Contract.

(f)

“Apartment Value” means the total value of the Apartment by the Selling Price multiple the area of the Apartment as defined in the Appendix 1 attached hereto.

(g)

“Expected Completion Date” means October 31, 2010 when the construction of the Apartment is expected to complete.

(h)

“Apartment Handover Date” means any date when the Apartment is handed over actually as set out in Article 4.2 of this Contract.

(i)

“Grace Period” means the period of ±6 months from the expected completion date.

(j)

“Apartment Ownership Certificate” means the Apartment ownership certificate to be granted by a competent authority of Ho Chi Minh City to Party B in accordance with this Contract and the laws of Vietnam.

(k)

“Force Majeure” means either of events set out in Article 11 of this Contract.

(l)

“General Internal Rules” means the general internal rules of Blooming Park to be prepared by the Management Committee.

(m) “Management Committee” means the management committee to be set up or assigned by Party A for management of the Blooming Park during the time when it is put into operation.

(a)

1.2

Unless otherwise required by the context or provision of this Contract: (a)

Any reference to Article and Appendix means reference to Article and Appendix of this Contract;

(b)

Singular terms also includes plural and vice versa;

(c)

References to Party or Parties shall be construed as references to such Party or Parties and its or their successors or replaced persons as well; and

(d)

References to a person, a third party shall be construed as references to an individual or a legal entity established in any form and its successors and replaced persons as well.

ARTICLE 2.

OBJECT OF THE CONTRACT

Party A agrees to sell and Party B agrees to purchase the Apartment of the Blooming Park in accordance with terms and conditions of this Contract. ARTICLE 3. 3.1

3.2

3.3

SELLING PRICE - PAYMENTS

The Selling Price is VND _______________________________ (in words: _____________ __________________________________________________________________________) and the Apartment Values will be VND _________________________________________ (in words: __________________________________________________________________ ______________________________________________________________) to be paid by Party B to Party A in accordance with the Appendix 2 attached hereto. The Selling Price is exclusive of: (a)

The value added tax (VAT)

(b)

Registration fees, administrative fees, notarization fees or other fees or charges, taxes payable by Party B to the State of Vietnam and other payments relating to the sale and purchase of the Apartment between the Parties and other administration procedure to obtain the Apartment Ownership Certificate in accordance with this Contract and the laws of Vietnam from time to time

(c)

Monthly management and maintenance fees in line with Article 7.4, common facility use fees, garbage charges, water charges, electricity charges etc... to the Apartment as to be described in the General Internal Rules

(d)

The price of Separate Contract Items not in Appendix 1 herein

All sums, payments payable by Party B to Party A in accordance with this Contract shall be carried out by either of the following methods: (a)

In cash at the place where Party A designate. The valid receipt issued by Party A shall be fully signed and sealed by Party Aâ&#x20AC;&#x2122;s legal representative or authorized representative.

(b)

By transfer to the following bank account of Party A:

ARTICLE 4. 4.1

APARTMENT HANDOVER

Unless otherwise agreed by the Parties, the Apartment may be handed over to Party B at any time falling into the Grace Period provided always that (a)

The Apartment Value has been paid to Party A completely by Party B (i.e. the 7th installment of payment has been made completely); and

(b)

Party B completes all taxable and financial obligations, and other relevant fees, charges arising from this Contract and in accordance with the regulations, except any financial obligations arising additionally from Article 4.6 and Article 4.7 herein (if any).

4.2

At least 15 days prior to the Apartment handover, Party A shall notify in writing of the Apartment handover to Party B, specifying the date of handover. The Apartment unless otherwise agreed in writing by Party A and Party B will be handed over to Party B under the witnesses of Party B and the authorized person of Party A. This handover will be taken in minutes by Party B and the authorized person of Party A. The Apartment Handover Date shall be the date when the minutes are taken.

4.3

Unless otherwise accepted in writing by Party A, in case Party B regardless of any reason fails to take over the Apartment as required in the notification mentioned in Article 4.2 herein, the Apartment Handover Date will be the date of handover specified in this notification and Party B shall accept the status of the handed-over Apartment as it is without any claims or objections.

4.4

The Apartment with the Technical Details and Specifications shall be handed over in conformity of Article 4.1 herein or of a written agreement between the Parties hereafter. The Parties hereby agree that the actual area of the Apartment to be handed over to Party B may be different from the area of the Apartment as set out in Appendix 1 of this Contract as long as the different ratio would be ±2% acceptably.

4.5

In case the different ratio of the actual area of the Apartment exceeds ±2% compared to the area described in Appendix 1 herein, Party B shall be entitled to refuse the Apartment handover in writing and to be refunded all sums received by Party A after deduction of any contractual penalties incurred by Party B. Party A will agree to pay Party B the interest to this sum refundable to Party B with the 12 month deposit rate to be quoted by Woori Bank at the refunding moment which is not later than 60 days from the Apartment Handover Date.

Account holder : INVESKIA LTD. Account No. : DDA912048822 Bank : WOORI BANK – Hochiminh City Branch Address : Room 1808, Sun Wah Tower, 115 Nguyen Hue, District 1, Hochiminh City, Vietnam

4.6

If there is any different ratio between the actual area of the Apartment and the area described in Appendix 1 herein to happen as set forth in Article 4.4 or 4.5 acceptably by the Parties, then the Apartment Value will be adjusted respectively in the below formulation based on the actual area. Adjusted Apartment Value = the Selling Price * the actual area with the condition that the Selling Price will be computed based on Article 3.1 herein.

4.7

Any difference between the Apartment Value and the adjusted Apartment Value shall be settled by the Parties within 60 days prior to the delivery of the Apartment Ownership Certificate to Party B, which shall follow Article 4.9 herein.

4.8

Apartment Ownership Right

When the Apartment is handed over in line with Article 4.1, Article 4.2, Article 4.3, Article 4.4, Article 4.6 and Article 4.7 above, Party B will be transferred the ownership of the Apartment as specified in Appendix 1. Party B agrees that the Apartment area as specified in Appendix 1 may be different in comparison with the area recorded in the Apartment Ownership Certificate due to the actual handover of the Apartment and/or a determination of the competent authority. Besides, Party B has the right to use the common area of the Blooming Park.

4.9

The Apartment Ownership Certificate Upon the Apartment Handover Date, Party A shall carry out all necessary procedure with the competent authority as requested by the regulations to obtain the Apartment Ownership Certificate for Party B, provided that all necessary documents are provided by Party B as required.

Party A shall deliver the Apartment Ownership Certificate to Party B only after all financial obligations of Party B under this Contract are finished.

The land use right certificate associated with the Apartment shall be implemented by the regulations.

ARTICLE 5.

CONTRACTUAL PENALTY

5.1

If the Apartment is delayed intentionally by Party A to be handed over to Party B, Party A shall pay Party B an interest to the total sum paid by Party B at the rate of 0.015% per day on the calculation basis from the date upon the Grace Period expiry until the time on which the Apartment is handed over by Party A to Party B actually unless the delay is caused from a default of Party B or an Event of Force Majeure in accordance with Article 11 herein.

5.2

In case of defaulting payments, Party B shall incur the overdue interest rate of 0.015% per day for the overdue payment on the calculation basis from the due date until Party A receives the outstanding payments fully which Party B would have paid in accordance with the payment schedule.

5.3

Notwithstanding Article 5.2 above, if Party B fails to pay the deposit as due as mentioned in Appendix 2, Party A shall have the rights to terminate the Contract.

ARTICLE 6. 6.1

Upon the second installments of the Apartment Value and before the delivery of the Apartment Ownership Certificate to Party B, Party B will be entitled to transfer its rights in respect of the Apartment in accordance with this Contract to a third party who has the good financial status and meets the legal conditions as required by laws of Vietnam from time to time to receive such transfer in the manners that: (a)

Firstly, Party B must send Party A the written request for the Contract transfer to a third party;

(b)

Party A may refuse the transfer mentioned in paragraph (a) above if Party A has doubted reasonably that the relevant third party may not have necessary permission as may be required by the laws of Vietnam to own or lease the Apartment, or not afford to continue the payments in accordance with this Contract (if any);

(c)

In the event that Party A agrees with such transfer, all rights and obligations of Party B shall be transferred to the relevant third party upon Party A, Party B and the relevant third party enter into an annex recording the acceptance of this transfer and this annex will become integral to this Contract. All payments that have been paid by Party B to Party A shall not be refunded to Party B, but forwarded to the title of the relevant third party;

(d)

Party B shall incur the transfer fee of VND 8,000,000 plus other administrative fees/costs required by the laws of Vietnam from time to time for every transfer to a third party.

After the Apartment has been handed over to Party B and all financial obligations of Party B herein are finished in accordance with Article 4 herein, Party B may lease or mortgage the Apartment in accordance with the laws of Vietnam.

ARTICLE 7. 7.1

APARTMENT WARRANTY - MAINTENANCE

Party A shall, by its own expenses, carry out the Apartment warranty as follows: (a)

the period of 60 months from the Apartment Handover Date for structural items of the Apartment; and

(b)

the period of 12 months from the Apartment Handover Date for interiors of the Apartment which are mentioned in the Appendix 1 herein.

7.2

During the warranty period as set out in Article 7.1 above, Party B must notify Party A within 10 days from the date on which Party B detects error, fail, shortcoming of the Apartment, concurrently Party B must perform any reasonable method to minimize loses, damages arising from such error, fail, shortcoming. If Party B notifies late or fails to perform the reasonable method to minimize the same, Party A has the right to shorten its warranty responsibility correspondingly.

7.3

The warranty scope shall exclude any damage or loss to the Apartment being resulted from the following reasons:

6.2

CONTRACT TRANSFER AND MORTGAGE

7.4

(a)

the careless use or incorrect use of the Apartment of Party B;

(b)

any change of the Apartment use or function without acceptance in advance by Party A; or

(c)

other damages or losses which are not caused intentionally by Party A.

The Apartment shall be maintained by Party A and the Management Committee in accordance with the laws of Vietnam and the General Internal Rules.

ARTICLE 8.

RIGHTS AND OBLIGATIONS OF PARTY A

During the Term of the Contract, Party A shall have the following rights and obligations: 8.1

Constructing the Blooming Park and the Apartment together with the common facilities completely in accordance with the approved design and quality requirements and the terms and conditions of this Contract;

8.2

Assigning authorised staff to follow up and deal with the issues occurred during the implementation of this Contract by the Parties;

8.3

Being entitled to receive the Apartment Value and other payments (if any) from Party B and all of its other rights and benefits in accordance with this Contract and the General Internal Rules;

8.4

Handing over the Apartment on time as set out in Article 4 of this Contract;

8.5

On behalf of Party B carrying out procedures necessary to request for the Apartment Ownership Certificate to Party B;

8.6

Establishing the Management Committee, issuing the General Internal Rules and providing management services to Blooming Park; and

8.7

Having other rights and obligations as set forth herein

ARTICLE 9.

RIGHTS AND OBLIGATIONS OF PARTY B

During the Term of the Contract, Party B shall have the following rights and obligations: 9.1 9.2

Ensuring the legal status to enter into this Contract;

9.3

Taking the handover of the Apartment in the way mentioned in Article 4 above;

9.4

Being fully responsible for the Apartment usage and strictly obeying and complying the General Internal Rules;

9.5

Being responsible for obtaining and maintaining necessary insurance for risks, damages for the Apartment and necessary insurance for civil liabilities as required by laws of Vietnam from time to time.

Making the payments to Party A promptly and fully as scheduled in the Appendix 2 herein;

Using the Apartment in accordance with the provisions of this Contract as its design and use without any repair or reconstruction to the Apartment which can divert the initial design, affecting the structure of and the common utilities of the Blooming Park adversely.

9.7

Being entitled to propose Party A to change the Technical Details and Specifications. In such an event, the Parties hereby agree that: (a)

Changes to the Technical Details and Specifications as proposed by Party B shall be carried out only if agreed by Party A. Party A may refuse any change to the Technical Details and Specification proposed by Party B if such change, in Party A’s opinions, may adversely affect the Apartment, Blooming Park or the construction and completion of Blooming Park; and

(b)

In the event that Party A agrees with the changes to the Technical Details and Specifications as proposed by Party B, the Parties shall enter into a new appendix to amend the relevant Appendix 1 of this Contract and also set out: (i)

Increase or decrease difference of the Apartment Value arising from the changes (if any) and methods to deal with such difference; and

(ii)

Extension of the Apartment handover time mentioned in Article 4 herein (if any)

9.8

Co-operating, providing with Party A and signing all necessary documents, being present before the competent authorities as their requests to complete the procedure related to Party B’s Apartment Ownership Certificate.

9.9

Keeping Party A from any responsibility related to dispute or claim between Party B and a third party regarding Party B’s execution and performance of the Contract. During the exercise of this Contract, keeping Party A indemnified from damages to Party A caused by or arisen from such a claim and/or dispute; and

9.10 Having other rights and obligations as set forth herein ARTICLE 10.

TERM AND TERMINATION OF THE CONTRACT

10.1 This Contract shall be effective from the signing date until Party B receives the Apartment Ownership Certificate from Party A in accordance with Article 4 herein. 10.2 This Contract shall be terminated prior to its expiry as set out in Article 10.1 above in either of the following events: (a)

By mutual Contract in writing between the Parties;

(b)

In the event as set out in Article 4.5, Article 5.3 and Article 6 herein; or

(c)

By a prior written notification sent by Party A to Party B in the event that Party B fails to secure necessary permission as required by the laws of Vietnam to acquire the Apartment or fails to pay wholly any installments of the Apartment Value within 45 days when and as due as set out in Appendix 2 of this Contract.

9.6

In such an event, Party B in addition to the contractual penalty as imposed under Article 5 herein shall pay Party A for the fix indemnity of 20% of the Apartment Value and for any actual damages to Party A arising from or relating to the defaults of Party B. For avoidance of doubt, Party A may deduct the contractual penalty, the indemnity and other sums payable by Party B to Party A in accordance with this Contract (if any) from the payments advanced by Party B to Party A, and refund Party B the remaining sum (if any).

(d)

By a prior written notification sent by Party B to Party A if Party A fails to hand over the Apartment to Party B within 12 months after the Grace Period without any fault of Party B or any event of Force Majeure.

In such an event, Party A shall refund Party B the payments which Party B has advanced to Party A plus the interests at the 12 month deposit rate to be quoted by Woori Bank at the refunding moment which is not later than 60 days from the termination hereof.

10.3 All payment obligations of either Party to the other Party in accordance with this Contract shall remain in effect and continue to bind the other Party even after the termination of this Contract for whatever reason until the completion of the payment obligations. ARTICLE 11. FORCE MAJEURE 11.1 Either of the following events beyond the control of either Party shall be considered as Force Majeure to that Party: prohibition or delay as stipulated by the laws or any competent authorities without fault of that Party, riots, war, national emergency (declared or undeclared), terrorism, public disturbance, strikes boycott, sanctions, embargo, failure or interruption of transportation or other utilities, epidemic, fire, flood, earthquake, storm, tidal waves or other natural disasters or other events beyond reasonable control of that Party. 11.2 If either Party fails its obligations in accordance with this Contract due to direct result of a Force Majeure, such Party must notify to the other Party in writing within 07 days from happened Force Majeure and carries out all reasonable ways in order to minimize damages. In the event of Force Majeure, directly affected Party shall not bear responsibility for any damages, losses incurred by other Party due to its failed or delayed obligations. To avoid any dispute, losing and failing payment capacity shall not be considered as a Force Majeure. 11.3 In the event that Parties agree in writing, the obligation of directly affected Party shall be delayed during Force Majeure happening, provided that Parties must try their best to protect any relevant asset and legal benefit of the other Party and to repair result of Force Majeure. ARTICLE 12. NOTICE AND CORRESPONDENCE 12.1 All notices, requests, claims or correspondence, etc. sent by one Party to the other Party shall be made in writing and sent to the following addresses:

To Party B NAME : __________________________________________________________________ Address: __________________________________________________________________ ___________________________________________________________________ Tel: ___________________________ Mobile Phone: _____________________________ Fax: ______________________________________________________________________ Email: ____________________________________________________________________

12.2 All notices, requests, claims or correspondence etc. shall be deemed to be received by the other Party when they are sent (i) on sending date if delivered by hand to person of receiving Party; or (ii) on the date when usual evidence of transmission confirmation is received by the sender in the case of facsimile; or (iii) on the second day after posting date if sent by courier or registered mail. In such events, if the relevant days are Sunday or weekly day off, national holiday of Vietnam, all notices, requests, claims or correspondence, etc. shall be deemed to be received by the other Party on the following day. 12.3 If either of Parties changes the information as mentioned in clause 12.1 above shall notify to the other Party in writing. ARTICLE 13. GOVERNING LAW AND DISPUTE RESOLUTION 13.1 This Contract shall be construed, interpreted and governed by and in accordance with the laws of Vietnam. 13.2 Any dispute arising out of or in relation to this Contract shall be resolved amicably through negotiations by the Parties. If the dispute fails to be resolved within thirty (30) days from the date one Party notifies in writing to the other Party of the arising dispute, either Party may submit the dispute to an authorized Court of Ho Chi Minh City for resolution. ARTICLE 14. MISCELLANEOUS 14.1 This Contract and its Appendices shall constitute an entire Contract between the Parties and supersede all previous agreements or memoranda, verbal or in writing, between the Parties in relation to the substance of this Contract. 14.2 The Parties shall strictly obey and comply with this Contract. All breaches to this Contract shall cause the defaulting Party to be liable for compensation for damages to the other Party in accordance with the stipulations of the laws of Vietnam. 14.3 Any amendments of supplements to this Contract and its Appendices shall be valid only if being made in writing and signed by both Parties.

To Party A KIEN A INVESTMENT & SERVICES LTD. Lot No.5, An Phu Ward, District 2, HCMC Tel : (08)7406688 Fax : (08)7406949 Email : info@bloomingpark.com Attn : Name ____________________________________________________________ Title: _____________________________________________________________

14.4 If any provision of this Contract is declared to be invalid by the relevant Vietnamese authorities: (a)

the remaining provisions of this Contract shall not be affected by such declaration of invalidity and shall remain in full force and binding the Parties; and

(b)

the Parties shall discuss, negotiate and replace such invalid provision by another valid and suitable provision in accordance with the laws of Vietnam so that the benefits and rights of the Parties in accordance with this Contract are secured.

14.5 This Contract is made into three (03) original sets of English and Vietnamese with the equivalent validity. Party B shall retain one (01) original set and Party A shall retain the two (02) other original sets. In case of ambiguity or discrepancies, the English version shall take precedence. THIS SALES CONTRACT is entered into by the Parties as of the day and year first above written. For and on behalf of PARTY A

Name: ___________________________ Title: ___________________________

For and on behalf of PARTY B

Name: ___________________________

APPENDIX 1

TECHNICAL DETAILS AND SPECIFICATIONS OF THE APARTMENT

LAYOUT OF THE APARTMENT

See the attached drawing

II.

DESCRIPTION OF THE APARTMENT 1. 2. 3. 4.

III.

Apartment No.: _______________________________________________________ Type of Apartment : ____________________________________________________ Area : _________________________ m2 (maximum area difference ratio : Âą2%) Block : _____________ Tower : _______ Floor : _______ Position : _________

MATERIAL AND EQUIPMENT OF THE APARTMENT

KITCHEN/DINING ROOM Items

Description

Door

Vinyl sheet or high glossy paint

Wall

High class ceramic wall tiles

Flooring

High class ceramic floor tiles

Ceiling

Painted with Byucksan emulsion paint

Cabinet

With lighting & high glossy vinyl sheet cabinet or high glossy paint or paper sheet over high glossy cabinet

Miscellaneous

Artificial marble Deck Hood Gas cook top Kitchen A/V

BATHROOM Items

Description

Door

Wrapping wood-look PVC decoration vinyl sheet

Wall

High class ceramic wall tiles

Flooring

High class ceramic floor tile

Ceiling

Gypsum board false ceiling, painted with Byucksan emulsion paint

Basin Water heater

With ceramic or equivalent Electrical water heater

Miscellaneous

Bathtub Ceramic/acryal or equivalent Shower booth with strenthening glass Cabinet Electronic Bidet (Master Bathroom)

BEDROOM Items

Description

Door

Wrapping wood-look PVC decoration vinyl sheet

Wall

Painted with Byucksan emulsion paint

Flooring

Fire and scratched resisting flooring

Ceiling

Painted with Byucksan emulsion paint Ceiling type air-conditioner

Cabinet

Master bedroom & Bedroom Cabinet, Dressroom vanity

Miscellaneous

Telephone data point, TV outlet

LIVING ROOM Items

Description

Wall

Art wall with wrapping wood-look PVC decoration vinyl sheet & high class wall paper Painted with Byucksan emulsion paint

Flooring

High class ceramic floor tiles

Ceiling

Painted with Byucksan emulsion paint Ceiling type air-conditioner Two telephone data points, TV outlet and Video phone

Miscellaneous

OTHER FEATURES Items

Description

Entrance Cornice / Base board

Fire resisting high quality door & Digital doorlock White painted cornice Base board with wrapping wood-look PVC decoration vinyl sheet

Windows

PVC window frame fixed with double glazing glass as per Vietnamese Standard for high rise building

Security

Intercom phone system with color video display in living room, kitchen and connecting to the main entrance CCTV security cameras in all lifts and strategic common area Broadband network and Cable TV to be reserved for the connection of broadband services available at a fee Electrical accessories and socket outlets in all rooms, all cables in concealed conduits

Broadband & Cable TV Electricity Utility Room

Electronic hanging clothes dryer

LPG supply

Centralized LP Gas point in kitchen connected to cooker

Water supply Meters

Copper water pipes for hot water Separate meters for water and electricity in each unit, separate LP gas meter in each unit

APPENDIX 2

PAYMENT SCHEDULE

Payment

Due Date

Amount

Deposit

Within Two (02) weeks After signing the Contract