SALES AND PURCHASE AGREEMENT # This Agreement is made and entered into as of this day of 2015, by and between DEVOLRO GROUP LLC, Florida Limited Liability Company, located at 15701 NW 15th Ave., Miami, FL USA 33169 in the name of the company president Edward A. Orlov acting under the Charter, hereinafter referred to as "Seller", on the one hand and, ID :,, the "Buyer", on the other hand, (Seller and Buyer may be referred to individually as Party and jointly as Parties ) have concluded this purchase and sale agreement (hereinafter the Agreement) as follows: 1. Appointment Seller shall sell and the Buyer buys: 2015 Devolro, produced on the basis of 2015 Toyota Tundra 4x4 Edition, model year 2015, and the tuning kit (automotive specialty parts) installed on the vehicle, according to Addendum 1, Invoice #, further Goods, in good technical condition on the day of delivery to the Buyer under the terms of this Agreement. 2. Payment Terms 2.1 The price of the Goods, including delivery to,, is $ ( Dollars). 2.2 The price of the Goods remains unchanged for the entire term of this Agreement and is subject to change only upon written request by the Buyer to add additional options on (negotiated and mutually agreed separately). 2.3 Payment shall be made by the Buyer before, 2015, in the amount of $ ( Dollars) by bank transfer to Sellers account specified in paragraph 10. 2.4 The Seller shall notify the Buyer by e-mail or SMS Text message on all transfers received in his checking account and sent by the Buyer. 2.5 The Buyer shall inform the Seller on any completed payment with email confirmation submitted to the Seller including the bank transfer documents copy.
3. Responsibilities of the Parties 3.1 The Seller undertakes the responsibility to transfer goods to the Buyer, or the Buyer s representative, in, within ( ) days after receipt of payment specified in paragraph 2.3., and subject to full payment for the Goods under the terms of this agreement. 3.2 Delivery time can be changed by the Seller, in the event the Buyer changes the list of options specified in Addendum 1, or making any decisions which cause the delay in Goods production period. 3.3 After signing the act of acceptance and transfer of goods between the Seller and the Buyer or Buyer's representative ownership and responsibility for the Goods safety products as well as for the compliance with the local rules of vehicle operation passes to the Buyer. 3.4 After the transfer of the Goods to the Buyer or Buyer's representative, appointed by the Buyer in writing, the risk of accidental loss or damage as well as loss of or damage to the Goods due to an accident or other causes is passed to the Buyer. 4. General Terms and Conditions 4.1 All customs fees and charges in connection with the execution of this Contract, levied on the territory of the Buyer's country are paid by the Buyer. 4.2 All fees and export charges within the country of the Seller are paid by the Seller. 4.3 The goods must comply with the relevant requirements of the Buyer country, for the purposes of the Goods registration with the relevant authorities. 5. Documentation of the Goods 5.1 Seller shall provide Buyer or Buyer Representative, appointed by the Buyer in writing, with Confirmation of registration of the Seller. 5.2 When the Goods are delivered to the Buyer or Buyer Representative, Seller shall provide: -Bill of Sale for the Goods, signed by the Seller, -Original Certificate of title -User Manual
5.3 Preparation of an export license for certain countries, if required, is the responsibility of the Buyer or Representative of the Buyer. All costs associated with them to be borne at the Buyer expense. 6. Warranties of the Parties 6.1 In case of delay in delivery of the Goods on time schedule provided in paragraph 3.1, Seller shall pay the Buyer a penalty of 0.1% of the value of the goods for each full calendar week, during the first four weeks, and then - at the rate of 1% for each subsequent calendar week. In determining the amount of the fine, the delay of less than 5 days is not taken into account, the delay for 5 days or more is considered as one full calendar week. 6.2 If the delay in delivery exceeds 2 months, the Buyer has the right to cancel unperformed portion of the Contract without any compensation for the costs of the Seller or loss resulting from such cancellation. In this case, the Seller shall pay the Buyer a penalty of 5% for the delay in delivery and immediately return all payments received under this present Contract. The penalty shall be paid by the Seller upon demand of the Buyer. 6.3 In case of the delay in payment for the goods on time provided for in this Contract, the Buyer shall pay the Seller a penalty of 1% of the value of the consignment for each full calendar week of a delay during the first four weeks, and then - at a rate of 3% per subsequent calendar week. 6.4 Complaints regarding the quality of the product may be addressed to the Seller within 90 days of receipt of the Goods by the Buyer at the point of destination, and in the case of non-compliance with the contract. Content and justification of the claim should be certified either by examination or act compiled with the participation of a representative of independent, competent organization. Sellers should consider the received claim within 45 days after the date of receipt. If after that period the Seller have not provided the response, the claim will be considered accepted by the Seller. The buyer has the right to request from the Seller to replace the defective Goods with the Goods of good quality. All transport and other costs associated with the delivery and return of the defective goods is paid by the Seller. 7. Force Majeure 7.1 The parties are relieved from responsibility for partial or complete failure to fulfill obligations under the contract if it was caused by force majeure circumstances, such as: fire, flood, earthquake, war, military operations, blockade, embargo on exports or imports, delays ferry and if these circumstances
directly affect the execution of this Contract. The time for performance of obligations under the Contract is removed in proportion to time during which such circumstances and their consequences take place. 7.2 The party that fails to perform the obligations under the Contract, obliged the commencement and cessation of the above circumstances immediately notify the other party. Untimely notification of force majeure prevents the party to refer to them in the future. 7.3 Sufficient proof of such circumstances and their duration will be accepted as evidence from the relevant authorities. 7.4 If the circumstances and their consequences will last for more than 4 months, each party will be entitled to cancel the contract in whole or in part, in which case none of the parties shall have the right to require the other party compensation possible losses. 8. Arbitration 8.1 Any dispute or controversy arising between the Parties hereto regarding any term, covenant or condition of this agreement or the breach thereof shall, upon written demand of any party hereto, be submitted to and determined by arbitration before the American Arbitration Association, in the state of Florida, United States, by a panel of three arbitrators, in accordance with the rules of the Association then in effect. Any awarded rendered shall be made by means of a written opinion explaining the arbitrators' reasons for the award. The arbitrators may not amend or vary any provision of this agreement. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction, which court shall have the power to review such award for compliance with this agreement. 9. Duration of the Contract and Other Conditions 9.1 This Agreement shall enter into full force and effect on the day of execution by both parties and will be valid until the fulfillment of the obligations of the Seller. 9.2 This agreement constitutes the entire contract between the Seller and the Buyer. All prior or contemporaneous agreements, proposals, understandings and communications between or involving Seller and Buyer are replaced in their entirety by this agreement. 9.3 This agreement may be amended in writing, executed by authorized representatives of the Seller and the Buyer.
9.4 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all together shall constitute a single agreement. Electronic, facsimile or.pdf signatures and copies shall have the same effect as original signatures and documents. 9.5 In all other respects, specifically in terms and conditions of this Agreement, the parties will be guided by the relevant provisions of the Vienna UN Convention on Contracts for the International Sale of Goods, 1980. In the event that any of the terms and / or conditions of this Agreement shall be invalid and / or unenforceable by a competent authority power of the court or arbitration court in the country of the Seller and / or Buyer, as well as any third country, such recognition does not entail the invalidity of any other terms and conditions of this Agreement and all of the Contract as a whole. 9.6 All Addendums to this agreement shall be an integral part of this present contract. 10. Information of Parties The official addresses and banking information of the Parties that will be used for all correspondence with respect to this Contract, shall be the following: FOR THE SELLER: DEVOLRO GROUP LLC Address: 15701 NW 15th Ave, Miami, FL 33169 USA Bank: BANK OF AMERICA 125 178TH STREET SUNNY ISLES BEACH, FL 33160 +305-932-9516 ACCOUNT NAME: DEVOLRO GROUP LLC ROUTING NUMBER: 026009593 ACCOUNT NUMBER: 898066360925 SWIFT CODE: BOFAUS3N
Phone: +1-786-717-1875 Fax:+1-305-947-9111 Email: FOR THE BUYER:. In Witness Whereof, the Parties have caused this agreement to be executed by their duly authorized representatives on the date below written. By: Eduard Orlov By: Title: President Title: Date: / /2015 Date: