Agreement No.

: [0002]

Supplier Service Agreement

THIS Supplier Service Agreement (together with all attachments hereof, referred to as the
“Agreement”) is made and entered into on [ 02/10/2021 ]:
BY AND BETWEEN:

1.[●WYNN CORPORATION] Company Registration ●GTSN -19AACFW0498A1Z7 , a company

incorporated in [INDIA]and having its registered address at 9 &10, Block-3, Ground Floor,
Sunny Dew Apartment, Premises No- 4495, Off EM Bypass, Garia, Kolkata - 700084, West
Bengal, India] (“SUPPLIER”) of the first part; and

2.[● Doctor Fresh Pty Ltd Company] (Company Registration ●ABN 39 649 744 730), a
company incorporated in [● Australia ] and having its registered address at [●U3/42 Duke
St, Stuart Park, NT, 0820, Australia ] (“CUSTOMER or Doctor Fresh”) of the second part.

The CUSTOMER and SUPPLIER shall individually be referred to as the “Party” and
collectively as the “Parties”.

WHEREAS:
CUSTOMER desires to retain SUPPLIER to provide various manufacturing services.
SUPPLIER is capable of packing and re-pacing including tea bagging , tea blending,
filling ,sealing, boxing , packaging and handling services , and other value-added services and
agrees to perform the services in accordance with the terms and conditions contained
herein.

NOW, THEREFORE, in consideration of the mutual covenants in this agreement, the

Parties hereto agree as follows:
1. Services
1.1 The SUPPLIER shall provide the following services to the CUSTOMER

√ Tea manufacturing/handling service: manufacturing/handling services for the

CUSTOMER’s goods and products (“Goods”), including without limitation handling raw
materials, packing and re-pacing including tea bagging, tea blending, filling, sealing,
boxing, packaging and handling services, final goods preparation in their warehouse
(“Warehouse”);

√ Delivery service: include a delivery made from the warehouse for the goods in master
cartons to a designated point by CUSTOMER if required

1.2 The scope and specification of Services may be specified and revised by the Parties in
writing from time to time.

1.3 In the event the CUSTOMER requests any change in the scope and volume of Services,
such change shall be made only upon the mutual agreement of the Parties in writing.

2. Period of Agreement
2.1 Unless terminated earlier in accordance with this Agreement, this Agreement shall be
effective on [ 02/10/2021 ] (“Start Date”) for a period of ( one ) year(“Term”) until
[ 02/10/2022 ] (“Expiry Date”). This Agreement may be mutually renewed and/or
extended by the Parties for any period from time to time PROVIDED ALWAYS that the
renewal/extension shall be in writing and be agreed by the Parties at least one (1)
month prior to the expiry of the relevant term.

2.2 If the Parties fail to renew the Agreement in accordance with sub-clause 1 above, this
Agreement shall be deemed terminated.

3. Ordering process
A, via purchase orders to be raised by CUSTOMER
B Timeframe of production: The SUPPLIER agrees that the production process takes a
minimum eighty (80) working days from receiving the Purchase order from the CUSTOMER.
C Receive orders via email (pdf format,) PDF in EMAIL, PURCHASE ORDER on Letter
Head attached in PDF format stamped and signed.
4. Delivery Schedule and delivery terms
Method of carriage agreed in this agreement is Ex Works ( EXW)

Address of warehouse:
WYNN CORPORATION,
Ground Floor, Bijoy Dutta Gardens ,
Fartabad , Off EM Bypass , Near Dhalai Bridge,
Garia , Kolkata -700084,

5. Transfer of risk in, and title to, the goods

A Title to the Goods will pass to the CUSTOMER on the date the CUSTOMER pays the
Price for the Goods in accordance with this Agreement.

B Subject to the terms of this Agreement, risk in the Goods will pass to the CUSTOMER
when the Goods have been delivered by the SUPPLIER as per Incoterm EXW or when the
CUSTOMER has Collected the Goods (as applicable), and the CUSTOMER has not rejected
the Goods, in accordance with this Agreement.

6. Specifications/Certifications for product

SUPPLIER is responsible to hold all relevant and required product specific certification valid
and current and all times. Including but not limited to Indian NPOP, USDA Organic and other
relevant certifications as per below

FDA Registration: Current registration number: 13499407052

Any country specific import certificates
Certificate of HACCP (Hazard Analysis Critical Control Point)
Certificate of GMP (Good Manufacturing Practices)
Health Certificate
Factory licence
FSSAI

7. Price, Taxes and Payment

3.1 The CUSTOMER shall pay SUPPLIER the fees of the Services and Goods (including all
fixed or minimum charges or charges arising from the minimum volume, if applicable)
based on the rate agreed to by both Parties in writing prior to SUPPLIER’s provision of
the Services and Goods Schedule(the “Pricing Schedule - Appendix 1”) .

3.2 Payment Terms and Schedule for Goods:

Payment Terms:

A) Tea Accessories – 100% payment in advance

B) Pyramid Tea Bag & Loose Tea packed in Zipper pouch –50% advance via TT or bank
transfer ,25% after 40 working days from the advance payment received date and balance
25% against the B/L copy and dispatch from the warehouse . We accept only TT mode of
payment

C) The SUPPLIER must provide/submit a valid tax invoice for all goods and services
provided under the Agreement. Tax invoice can be paid along with the goods and also be
sent to the buyer thru mail or by post.

3.3 All such amounts shall be paid in [USD]. All charges and/or payments (including the Fees
and cost of Goods) referred to in this Agreement are net prices and exclusive of value-
added tax and any other tax, duty or fee imposed from time to time by any government
or other authority. In regards to the bank fee incurred from the telegraphic transfer, the
CUSTOMER shall bear all the burden of bank fees and charges. CUSTOMER shall ensure
the tax excluded amount received by SUPPLIER is consistent with the service fees and
cost of Goods specified herein. CUSTOMER agrees to pay the applicable fees in respect
to the performance of SERVICES being made by SUPPLIER. If failing to pay the required
services fees and statutory taxes duty or fees specified hereinabove, CUSTOMER shall,
within ten (10) business days of receiving SUPPLIER’s notice, make up for the difference.

3.4 If there is a change in any applicable laws or requirements of any government or a

relevant authority that, in SUPPLIER’s opinion, materially affects SUPPLIER’s ability to
provide the Services at the Fees, SUPPLIER shall submit a cost price adjustment request
for such change and seek written approval from the CUSTOMER to revise SUPPLIER’s
Fees from an agreed date, provided that the Parties shall use its best endeavor to
reduce the effect of such change.

Price Revision per FY annually

• Cost price adjustments will be assessed considering changes to direct, variable input
costs which are subject to external market forces, such as:

USD/INR FX rates

Raw material costs

 Cost Price Adjustment Policy:

• It is compulsory upon us to ensure that the SUPPLIER’s cost increase requests are
validated and justified, both in terms of the rationale for the increase and the quantum
of the increase requested.

• Complete price request template and/or raise request in email

• response to submission from CUSTOMER within 30 days

• As international standard, it is requested that SUPPLEIR to allow at least 12 weeks

from the date of submission for any changes to be implemented. This allows time for an
initial response within 30 days, subsequent negotiations (if required) and time for me to
work through any resulting changes (such as changes to upcoming promotions)

• price reviews should allow for negative price movements based on commodity
market rates.

3.5 Process for handling of non-compliant or defective products and dispute resolution

With Parties shall negotiate in good faith to attempt to resolve any such disputes within
ten (10) days after Customer’s delivery of the invoice dispute notice. In the event any
refund of paid Fees is payable by SUPPLIER according to the resolution of the dispute,
Customer is not entitled to any interest whatsoever on the Fees so withheld.
A, promptly replace or repair the Non‑conforming Goods and/or Services with Goods and/or
Services which do not meet the relevant standards or specifications

B, refund all money paid in respect of the Non-conforming Goods and/or Services. This is
limited within the ten (10) day timeframe after the receipt of goods, to raise a complaint,
and it shall be limited to specific quantity and specific variant of tea , it will never be
pertaining to the entire consignment, SUPPLEIR is not responsible for the quality of Pouches
which are provided by an external manufacturer or the contents printed on the labels on
pouches which are the responsibility of the CUSTOMER.

C, The responsibility of Wynn Corporation in terms of the Packaging damage leading to the
damage of the product on the whole (CFC, Monocartons, Pouches) ceases once the goods
are handed over to the Shipping Agent once the goods leave the Warehouse premises of the
SUPPLIER. Wynn Corporation shall not be responsible for any transit damage while shipping.
D, The responsibility of SUPPLIER shall be limited to only the core product quality of Tea ,
Teabags, and Tea accessories, in line with expected transit and shipping conditions and the
methods of preservation which is the responsibility of the CUSTOMER. SUPPLIER shall not be
responsible for mishandling or rough handling of the products, or any damage caused to the
product due to rain, water seepage or physical mishandling of the product during shipment.

E, As a part of handing over the product in the right condition to the shipper, SUPPLIER shall
ensure a video call or recording to the buyer, from the warehouse premises of SUPPLIER as
a proof of Good Delivery. A confirmation of the process needs to be immediately
acknowledged thru mail by the buyer and also the shipping agent.

3.6 The payment shall be made by the CUSTOMER to the following bank account of the
SUPPLIER:

Bank Details

Bank Country/District INDIA

Bank Name CANARA BANK

Bank Branch GARIA

Bank Key / Swift Code - (bank & branch key) CNRBINBBCFD

Account Holder's name (beneficiary) WYNN CORPORATION

Bank Account No 2939201000291

8. Rights, Obligations and Warranties

4.1 The SUPPLIER hereby represents and warrants that:
a) Complies with all applicable laws, bylaws, regulations, orders, directives and the
requirements of any governmental or regulatory authority/body, relating to this
Agreement and performance of the obligations herein;

b) Complies and shall procure its Personnel to comply with all terms and conditions
contained in this Agreement and all directions, instructions, working flow
confirmed by the parties from time to time.

c) SUPPLIER represents and warrants that (i) it shall Process, store and Deliver Product
in material compliance with applicable GMPs, applicable Laws, the QA Agreement,
and Master Batch Records and/or any other procedures agreed upon by the Parties
 in writing, and (ii) at the time of Delivery, Product will conform to the Specifications
(the “Product Warranties”).

9. Supplier Insurance

SUPPLIER to hold valid insurance of Product Liability and other associated insurances in a
form where the SUPPLIER is limited to the time period of Procurement, Production, and
Storage of the products during the time it is in the custody of the SUPPLIER, once it is out of
the premises of the SUPPLEIR and has been handed over to the shipper the Liability
Insurance ceases.

1. Stock Insurance (includes Fire, Burglary, Product Liability)

2.Industrial All Risks Insurance Policy; if available

3. Plant and Machinery Insurance Policy if available

4. Premises Insurance if available

10. Liability and Indemnity

5.1 SUPPLIER shall only be liable for any claim relating to loss or damage to the Goods that
were caused by SUPPLIER’s default.

5.2 Any notification of claim for damages shall be made by the CUSTOMER in writing to
SUPPLIER within three (3) Days of the event giving rise to the claim, failing which
SUPPLIER shall be discharged of all liability whatsoever howsoever arising. This will
include the Quality Control provided by the SUPPLIER and also stipulated that any
claims to be raised immediately based on the control measures with the SUPPLIER.

5.3 The CUSTOMER shall indemnify and keep SUPPLIER indemnified against all liability
whatsoever arising out of:

a) Any errors or misrepresentations made by the CUSTOMER, or breach of any of the

CUSTOMER’s warranties and undertakings;

b) All duties, taxes, levies, fines, penalties and other outlays imposed by any authority
in relation to the Goods arising out of SUPPLIER acting in accordance with the
CUSTOMER's instructions or arising from any breach by the CUSTOMER of any
 warranty contained or referred to in this Agreement or from the negligence of the
CUSTOMER;

5.4 If any of the parties or any third party buys insurance for Goods and any of the Goods is
damaged or destroyed due to any insurance accident, CUSTOMER shall claim damages
from the Insurer first. Where the Insurer has undertaken or promised to undertake
insurance against such claims, SUPPLIER will not bear compensation liability within the
scope of claims specified by the Insurer. And any loss is caused due to CUSTOMER’s
failure in claiming damages from the Insurer shall be borne by the CUSTOMER.

11. Termination

6.1 Without prejudice to any other rights and remedies it might have, either Party (“First
Party”) shall have the right at any time to terminate this Agreement with a cause
immediately by notice in writing to the other Party (“Second Party”) in the event:

a) The Second Party fails to remedy, to the reasonable satisfaction of the First Party, a
material or persistent breach or default of any provision of this Agreement which is
capable of being remedied, within thirty (30) days of receiving written notice of
that breach or default; or

b) The Second Party commits a material or persistent breach or default of any

provision of this Agreement which is not capable of being remedied; or

c) A petition has been filed for the winding up, whether voluntarily or otherwise, or
the Second Party becomes insolvent or goes into liquidation, receivership or
administration.

6.2 Each party may terminate this Agreement upon giving two (2) months’ written notice.

6.3 Upon the expiry or termination of this Agreement, SUPPLIER shall cease to carry on
performing the Services and if agreed between the Parties, SUPPLIER shall deliver the
Goods to the CUSTOMER

6.4 The termination of this Agreement howsoever arising shall not affect the rights and
duties and liabilities of either Party occurred prior to termination.

6.5 If this Agreement is terminated for any reason, Customer shall promptly arrange the
 removal of all goods and products from the Warehouse within fourteen (14) days
following such termination, subject to payment of all outstanding fees and charges due
hereunder.

In case the buying procurement or pre-production process started by the SUPPLIER the
CUSTOMER is responsible of compensation of 75% of total value of purchase order for
tea and teabags and 100% for tea ware products.

6.6 If Customer does not promptly remove such goods and services, SUPPLIER may without
liability remove the goods and products and sell the goods and products at public or
private sale without advertisement and with or without notification to all persons
known to claim an interest in the goods and products (to the last known place of
business of the person to be notified) in the manner provided by law. If SUPPLIER, after
a reasonable effort, is unable to sell the goods, it may dispose of them without liability
in any lawful manner.

12. Anti-commercial bribery

7.1 To embody the cooperation tenet of fairness, justice, equity and mutual benefit, and to
ensure that personnel at all levels of Parties hereof will abide by professional ethics and
laws and regulations, keep white hands, hand affairs impartially, and never abuse
power for personal benefits and thus caused loss to the two parties. The parties hereto
agree to:

7.1.1 Personnel of any Party shall neither ask for nor accept backhander or other illegal
benefits from other Party, nor have other Party to reimburse any expenses that should
be borne by themselves;

7.1.2 Personnel of any Party shall neither provide backhander or other illegal benefits to
other Party’s personnel nor reimburse any expenses for personnel that shall be
undertaken by themselves;

7.1.3 Any Party shall not allow its personnel to hold any share of the other party (unless
it is a listed company).

7.2 The parties hereof promise that if illegal activity is found taken by one party during the
cooperation, the counterparty has the right to complain to the legal person of the party
 and even resort to the court.

13. Intellectual Property Rights

8.1 Both Parties acknowledge that all rights, title and interest in and to the other Party’s
trademarks, trade names or other intellectual property rights (“IP Rights”), belong to
such other Party. Nothing in this Agreement shall give a Party any interest in the
goodwill, reputation or otherwise relating to the IP Rights of the other Party. The Party
shall at all times refrain from doing any act that may prejudice the validity of the other
Party’s IP Rights.

8.2 Either Party (“Indemnifying Party”) shall be liable to indemnify the Indemnified Party in
case the Indemnified Party suffered a third-party claim, attributable to negligence or
default of the Indemnifying Party in relation to the provision of the Agreement and
where the Indemnifying Party fails to take corrective steps within 30 days from date of
notification.

14. Confidentiality

9.1 In the course of this Agreement, either Party may have access to and is entrusted with
the other Party’s trade secrets, business and financial plans, strategies, know-how and
other information in respect of the business of the other Party (the “Confidential
Information”). It is hereby agreed that each Party shall maintain as confidential at all
times the Confidential Information, and shall not for a period of five (5) years from the
date of first disclosure, directly or indirectly disclose, to any person or use the
Confidential Information for itself except: (i) as required by law; (ii) to the extent the
Confidential Information is already or becomes public knowledge, otherwise than as a
result of a breach by the Party disclosing or using that Confidential Information; (iii) as
authorized in writing by the other Party; or (iv) to the extent reasonably required by this
Agreement.

9.2 Notwithstanding the aforesaid, each Party is allowed to advertise, publish or issue any
news release or make any public announcement or confirmation concerning the fact of
the Service engagement under this Agreement.
15. NO-Waiver

The failure of either Party to enforce its rights under this Agreement shall not be
deemed or in any way construed as a relinquishment or waiver of any right or remedy
that the said Party has or may have and shall not affect the validity or enforceability
thereof or the right of the Party subsequently to enforce or demand performance of
such terms and conditions, nor shall it be construed as a waiver of any subsequent
breach or default of the terms and conditions contained herein, which shall be in full
force and effect. A provision of right or remedy under this Agreement may not be
waived except in writing signed by the waiving Party.

16. Force Majeure

For the purpose of this Agreement, a “Force Majeure Event” means any event outside a
Party’s reasonable control, unforeseen, unavoidable and which a Party could not take
reasonable measures to prevent or mitigate the effect of. A Party will not be liable for
any delay in meeting, or failure to meet, its obligation under this Agreement (excluding
an obligation to pay money) to the extent that such delay or failure is caused by any
Force Majeure Event. If a Party is so prevented from performing its obligations under
this Agreement, it will immediately notify the other Party of the circumstances and any
alternative means for the performance of its obligations and use its best endeavor to
minimize the effects of the Force Majeure Event. If the Force Majeure Event continues
for more than thirty (30) days, each Party may terminate this Agreement by written
notice with immediate effect by giving notice to the other Party.

17. Choice of Law and Forum

This Agreement and all matters pertaining hereto shall be governed by and construed
in accordance with the laws of the State of Western Australia, Australia without
reference to the choice of law doctrine of such state and shall be settled by a court of
competent jurisdiction in Perth, WA, Australia where exclusive venue will lie for any
actions arising under this Agreement.
18. Notices

13.1 Except as otherwise provided in this Agreement all notices and other
communications to be given to any of the Parties pursuant to this Agreement shall be in
writing and shall be valid and sufficient if dispatched or sent by personal delivery,
courier, prepaid registered post, facsimile transmission or email to the address stated
below or such other notified address as any of the Parties may, by written notice to the
other Party substitute for its notified address:

Notice to CUSTOMER: ADDRESS: U3/41 Duke St, Stuart Park, NT 0820

[AUSTRALIA]
Attention: Tamas Fabo
Email: tamas.fabo@doctor-fresh.com, carven324@gmail.com

Notice to SUPPLIER: WYNN CORPORATION

ADDRESS: 9 &10, Block-3, Ground Floor, Sunny Dew Apartment,
Premises No- 4495, Off EM Bypass, Garia, Kolkata - 700084,
West Bengal, India
Attention: Anuupam Mantel
Email: anuupam@teavera.in; accounts@teavera.in

13.2 Any notice sent shall be deemed to have been served:

(a) if delivered personally by the Party giving the notice, upon written
acknowledgment of receipt by an officer or other duly authorized employee,
agent or representative of the receiving Party;

(b) if by email, upon successful delivery of the email and recorded as a sent email.

13.3 Business Day means a day that is not a Saturday, a Sunday or a public holiday or
bank holiday in the Territory of the service.
13.4 Notwithstanding anything to the contrary in this Clause, notification by way of email
shall be applicable to or valid with respect to any legal, notices, claims, demands, suits,
actions and/or proceedings.

19. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any

specific situation or jurisdiction, such invalidity, illegality, or unenforceability shall not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other situation or jurisdiction. Upon a
determination that any term or provision is invalid, illegal, or unenforceable, the Parties
shall negotiate in good faith to modify this Agreement to give effect to the original
intent of the Parties as closely as possible so that the transactions contemplated hereby
will be consummated as originally contemplated to the greatest extent possible.

20. Assignment and subcontracting

SUPPLIER do not allowed to subcontract the performance of any or all of the Services
hereunder. Except acquiring final goods from third party suppliers of tea ware.

21. Headings

Article and Section headings used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

22. Others

All exhibits or schedules attached to this Agreement shall be deemed part of this
Agreement and incorporated into this Agreement, as if fully contained in it. In case of
any inconsistency between the appendixes and the agreement hereto, the former shall
prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first written above by their respective officers thereunto duly authorized.

SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF

The CUSTOMER The SUPPLIER

Signature Signature

Name: Tamas Fabo Name: Anuupam Mandal

Title: Managing Director Title: COO