Purchase Agreement

PURCHASE AGREEMENT
Concluded this 22 day of May between the undersigned :

- Toys Export GmbH ( Ltd.) having its headquarters in Marienstrasse 18, 6000
Frankfurt am Main 60, Germany represented by Mr Johan Heinke, hereinafter
refered to as THE SELLER on one side
- Promexim SRL (Ltd.), having its headquarters in Bucharest, Bd. Dacia 400, sector
2, postal code 62135, Romania, represented by Mr. Gh. Ionescu hereinafter
refered to as THE BUYER on the other side
Art. 1 Object
Toys in form of packages, in size of 90X70X50 cm ( 35,4X27,6X19,7 inches)
Art. 2 Quantity
Total 1000 packages of toys hereinafter refered as merchandise ( or THE GOODS)
Art. 3 Quality
According to The Certificate of Quality attached, issued by Neuspiel GmbH (Ltd.) from
Germany ( THE PRODUCER), shall accompany THE GOODS at destination. The
Certificate of Quality shall be issued in three copies as follows:
- a copy shall be attached to the payment document
- a copy shall be attached to the transport document
- a copy shall be send to THE BUYER by air registered mail when THE GOODS
are shipped or handed over to the transport agent
Art. 4
Price is of 200 euros per package, respectively a total of 200.000 euros, FCA Otopeni
Romania, according INCOTERMS 2000, PACKING INCLUDED.
Art. 5 Package
THE SELLER must take all necessary measures for THE GOODS to be properly packed.
Shall ensure the integrity and protection of THE GOODS during transport to THE END
USER.
Art 6. Delivery
The delivery condition FCA Otopeni Romania, according INCOTERMS 2000. THE
SELLER undertakes to deliver THE GOODS in the quantity and of the quality stipulated
herein ( as the sample submitted to THE BUYER). Delivery date is deemed to be 15
august 2006.
THE SELLER shall notify THE BUYER by fax no later than 15 july 2006 that THE
GOODS are ready for loading. Within 48 hours from the delivery date THE SELLER
will notify by fax THE BUYER the following details regarding the shipment of THE
GOODS: contract number, delivery date/ loading date, description of THE GOODS,
number of packages, gross/net weight, goods value.
Should THE SELLER fail to deliver on board of the plane, all expanses resulting from
this will be borne by THE SELLER.
Art. 7 Payment
Payment shall be made by irrevocable Letter of credit opened within 15 days from the
announcement/ notification by fax that THE GOODS are ready for shipment.
The Letter of credit shall be paid at sight, against presenting the following documents:
a) the invoice, in five copies, in favour of Promexim SRL (Ltd.) Bucharest
b) specification of THE delivered GOODS
c) packing list in five copies
d) a copy of The Certificate of Quality
e) a copy of the export licence or THE SELLER’s statement or the invoice that such
licence is not needed.
Bank charges for opening and using The Letter of credit shall be borne by THE BUYER.
Bank charges for amending The Letter of credit shall be borne by THE SELLER .
Art. 8 Reception
The qualitative and quantitative reception shall be made within maximum 5 days from
the date of THE GOODS arrival.
a) the quantitative reception shall be made by weighing and registered delivery
rception record certifing the weight missing goods by THE BUYER’S and
SELLER’S representatives.
b) the qualitative reception shall be made by a control certificate issued by neutral
organisation
The quality control shall be made according to the quality terms stated herein.
The above mentioned deadline may be extended by mutual agreement.
Art. 9 Claims
Claims shall by notified by THE BUYER to THE SELLER, as follows:
a) quantitative claims – within 15 days from the date THE GOODS were received
b) qualitative claims – within 30 days from the date of THE GOODS arrival
c) For qualitaty flaws caused by hiden defects arrising during the normal period of
probation, the claims shall be filed within 15 days from the date of their
occurence.
Within 15 days from the reception of the claim, THE SELLER shall notify his point of
view, making public his opinion concerning the SELLER’s claims.
The time for the settlement of the claims is within 30 days from the date it was filled, and
the settlement of the claims shall consist either in granting a rebate in the value of the
claimed goods, or replacing of THE GOODS, or a refund minus the amount delivered, or
in other ways of settlement agreed by the parties.
Beside the above mentioned ways , THE BUYER shall be entitled to compensation for
damages and penalties.
Art. 10 Penalty
The parties have agreed on the following penalties to be applied for failing to observe its
obligations :
in case of quantitative/qualitative considerable claims, beside the rebate/ replacement of
the claimed GOODS, THE SELLER shall pay penalties for failure to deliver THE
GOODS in due time, in the percentage established herein for delays in delivery.
- for delays in delivery are calculated and deducted from the amounts that shall be
paid to THE SELLER the following penalties:
• 0,05 % per day for the first 15 days

• 0,08 % per day for the following 15 days
• 0,12 % per day for delays exceding 30 days
For delays over 30 days, THE BUYER is entitled to give up the non-delivered GOODS
and to demand damages from THE SELLER.
This clause does not exclude the total coverage of the damages occured to THE BUYER.
Art. 11 Force Majeure

a) Force Majeure represents all the events and/or situations that are behind
the control of the parties, invoking Force Majeure, and that are
unpredictable, unavoidable, and are occuring after the contract was
signed, preventing or delaying totaly or partialy the fulfilment of the
obligations herein ( accidents, energy crises, fires, floods, civil
commotions, acts of government, natural disasters, wars, revolutions,
delays in transportation etc. )
b) If a situation qualified Force Majeure prevents or delays partialy or totaly
the fulfilment of the herein clauses, the damaged party shall be exempted
from any liability during the Force Majeure period.
c) Each party shall make all necessary efforts to reduce as much as possible
the delays caused by Force Majeure
d) The party which cannot fulfil its obligations, shall notify by fax the other
party , and within 15 days it will also notify by registered letter,
confirming the existance of the events or situations qualified as Force
Majeure and it will also send an official documnet issued by the Chamber
of Comerce or any other authority with similar competences, to certify the
facts, date and circumstances. The same procedure and way of notifying
shall be applied for the termination of Force Majeure.
e) Upon receiving of the above mentioned notifying and confirmation , both
parties shall consult each other and agree within 15 days on the action and
measures to be taken in the interest in limiting and preventing the efects of
Force Majeure.
f) For any delay and/ or non-fulfilment of the herein obligations of the
parties, as a result or consequence of Force Majeure, notified or justified
accordingly to the above delivered mentioned, neither of the parties will
not be entitled to ask from the other party penalty, interest or
compensation.
g) Force Majeure will not exonerate the partie from paying for the delivered
GOODS and for services provided untill the Force Majeure occurence.
Art. 12. Arbitration

All the posible damages resulting from the herein contract that the parties cannot
amicably settle shall be finally settled by arbitration, outside the court.
The arbitration ...................................will be the Arbitration Cmision of the Chamber of
Comerce and Industry from Bucharest, which will judge all the damages according to its
own rules ( except otherwise stated in governments and conventions).
The decision of the Arbitration Comision is mandatory and final.
The parties agree that the herein contract is obeid by the romanian law and undertake to
enforce without delay the decissions passed by the Arbitration Chamber.
Art. 13 Other caluses

a) THE SELLER shall obtain the export licence ( if necessary ) on his charge,
licence that will allow the fulfilment in due time and in good conditions the herein
obligations to avoid the refund of the damages.
b) The agreement shall be amended in writing before or during its carring on by
mutual consent.
c) THE BUYER is entitled to resell THE GOODS herein
d) The herein contract comes into force only after THE BUYER agreed upon it
within 15 days from the date of his signature
e) All negotiations and corspondancy held before the date of the signature of the
herein contract and that are contrary to the terms, are nule and void.
f) All the corespondancy between the parties , after the date of the signature of the
contract shall be carried out in the language of the contract, or in special cases, in
a language widely used in international comerce.
The herein contract was signed in triplicate, all in the same validity, at Bucharest,
Romania.
SELLER, BUYER,

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PURCHASE AGREEMENT

Concluded this 22 day of May between the undersigned :

• 0,05 % per day for the first 15 days

Art. 11 Force Majeure

Art. 12. Arbitration

Art. 13 Other caluses

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