(DRAFT AGREMENT FOR COPPER TRADE)

Agreement No: ____________ Date: ______________

SALES AND PURCHASE AGREEMENT (SPA) FOR COPPER CATHODE

Agreement No.
Agreement Date

THIS AGREEMENT (hereinafter referred to as “the SPA” ) entered into this …..
Day of February, 2024 by and between

HEREINAFTER REFERRED TO AS THE SELLER

COMPANY NAME
ADDRESS
TELEPHONE NO.
EMAIL ADDRESS
REPRESENTED BY
TITLE
DATE

And

HEREINAFTER REFERRED TO AS THE BUYER

COMPANY NAME
ADDRESS
TELEPHONE NO.
EMAIL ADDRESS
REPRESENTED BY
TITLE
DATE

WITNESS THAT:

WHEREAS, the Seller agrees and warrants, under penalty of perjury, to sell the
product / commodity as per the quantity, specifications and schedule specified in
this Agreement.

WHEREAS, the Buyer agrees and warrants, under penalty of perjury, to

purchase such product/commodity as trial deal, and

WHEREAS, the Buyer intends to enter into the term contract with the Seller for
one year plus possible extension for purchase of the product/commodity under
the terms and conditions agreed by the parties, in case that this contract is

Seller : _______________ Buyer : _______________ Page 1 of 8

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successfully implemented and the Seller is able to supply product / commodity

continuously,

NOW THEREFORE, for and in consideration of the mutual covenants and

agreements hereinafter set forth, both parties hereto agree as follows:

Article 1. DEFINITIONS

The following terms shall have the meanings described herein when used in this
SPA, unless otherwise the context requires;

1.1. “Commodity” means Copper Cathode to be sold to the Buyer by the Seller in
accordance with terms and conditions set forth herein, having the following
specifications and features:

COMMODITY OFFER
Description Copper Cathode
Purity 99.9%
Origin Any origin subject to fulfilment of specifications
Specifications As per the Specification Sheet
Size & Weight To be specified as per availability
Packing Packed in Steel Bound Bales on Pallets
Each package is required to put the shipping mark
indicating: -
- Contract Number
- Consignee Name
- Serial Number
- Gross Weight
- Net Weight
- Size
Port of Loading Any Port
Port of Discharge Shanghai Port, China
Trial Quantity 1,500 metric tons
Quantity after Trial
Delivery Terms CIF Basis
CIF Price UP MINUS XXX% LME
Inspection SGS or Equivalent
Insurance 110% by the Seller
Financial Instrument Buyer shall issue 100% LC MT700 as per mutually
agreed verbiage
100% payment via MT103 wire transfer to Seller
designated bank account

1.2. Inspection Agency means SGS or équivalent.

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1.3. “Inspection Report” means the inspection report issued by the Inspection
Agency verifying the quality of the Commodity, the result of which shall be
accepted by the Seller and the Buyer.

Article 2. CONFIRMATION

2.1. The Seller, under full corporate authority and responsibility, represents that
he has the clear and qualified right to sell the Commodity.

2.2. The Buyer, under full corporate authority and responsibility represents that
he has the full financial capability to purchase the Commodity.

Article 3. PRICE

3.1. The Unit price of the Commodity on the basis of CIF and shall be calculated
and agreed by both parties

UP = MINUS XX% LME per tonne

Where

UP = unit price specified in [Link]

3.2. The total sum of contract amount to be paid by the Buyer to the Seller and
shall be settled by the unit price set forth in 3.1 hereof and the quantity stated in
acceptance certificate issued by the End Buyer after its acceptance in the Port of
Loading.

Article 4. SCOPE OF CONTRACT

4.1. The Seller will sell to the Buyer and the Buyer will buy from the Seller the
Commodity of quantity specified in the Agreement.

4.2 In case that the trial deal set forth in 4.1 herein above is successfully
implemented, the Seller will sell to the Buyer and the Buyer will buy from
the Seller the monthly quantity in accordance with the shipping schedule
agreed by the parties separately.

Article 5. DELIVERY AND ACCEPTANCE

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5.1. The Seller shall deliver the Commodity to an International Seaport of buyer’s
choice, as specified in the Agreement, on the basis of CIF as defined in
INCOTERMS Edition 2010 using ocean container with the packing of steel bound
bales on pallets.

5.2. The shipment of the Commodity shall be available to begin within 20

calendar days after signing of this SPA.

5.3 The Seller will advise and confirm the first available date for shipping with a
shipping line of seller’s choice.

5.4 The date of shipment of the Commodity is the date of Bill of Lading unless
otherwise specifically agreed by the both parties.

5.5. The parties may agree to postpone the delivery time agreed in this SPA. On
this event, the party responsible for the delays shall bear the costs associated
with this postponement including the costs of storage, if any.

5.6. The quality and quantity analysis and survey before shipment shall be
performed by SGS or another equivalent third party inspection organization
acting as independent inspectors. The inspectors shall be appointed as per
agreement with the Buyer but paid for by the Seller.

5.7. The title and risk of Commodity shall be effectively transferred from the
Seller to the Buyer at the time shipment arrives at the loading port proven by final
inspection report.

Article 6. PAYMENT TERMS

6.1. The payment for the total sum of contract amount shall be made in United
State Dollar by EFT wire to the Seller’s nominated bank account within 3 working
days from the date of inspection at the port of loading.

Article 7. WARRANTIES

7.1. The Seller warrants that the Commodity shall conform to the purity,
specification and size & weight set forth as specified in the Agreement.

7.2. The Seller confirms and warrants that the title of Commodity shall be free
and clear of any and all liens and/or encumbrances and the Seller states that
Commodity is not of terrorist and/or criminal origin and in case of very huge
consignments, partial shipment and bulk shipping will be allowed.

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7.3 The Seller warrants that Commodity can be stocked, transported, refined,
stored and sold without restrictions anywhere in the world and partial shipments
will be allowed for huge quantities.

Article 8. CONFIDENTIALITY

8.1. The both parties have agreed that the text of this SPA, any materials,
information and data concerning this Agreement are confidential, and cannot be
transferred to a third party without preliminary written consent of the other party,
except for cases where such transfer is connected to the reception of official
sanctions, documents for performance of this SPA or payment of taxes, other
obligatory payments, and also in the cases stipulated by the current legislation
which adjusts obligations of the parties of this SPA.

8.2. In case of infringement of the given agreement, the guilty party bears all the
responsibility.

Article 9. FORCE MAJEURE

Neither party shall bear responsibility for the partial or complete non-fulfillment of
any of their obligations according to this SPA if the non-fulfillment results from the
circumstances under the "Force Majeure" clause as regulated by the
International Chamber of Commerce, Paris, which clauses are deemed to be
incorporated herein.

Article 10. APPLICABLE LAW

The execution, effect, interpretation, performance hereof and dispute settlement

shall be governed by UN Convention on Contracts for the International Sale of
Goods and INCOTERMS 2000 of the International Chamber of Commerce.

Article 11. ARBITRATION

11.1. All the disputes, controversies or disagreements which may arise out of, in
relation to or in connection with this SPA shall be settled amicably by the way of
negotiations between the parties hereto.

11.2. If such amicable settlement is not reached through negotiation, any such
dispute, controversy or disagreement shall be submitted to The Zurich Chamber
of Commerce in Switzerland for arbitration in accordance with its arbitration rule.

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The arbitration award is final and binding on both parties and shall be reinforced
by the court of law of the United Arab Emirates.

Article 12. NOTICE

12.1. Any notice, request, approval or consent with reference to this SPA shall be
written in English and shall be sent in person, by fax, by email with a reception
notice, or by registered mail, postage prepaid, to the respective recipient(s)
designated by the parties hereto.

12.2. Any notice, request, approval or consent with reference to this SPA shall be
deemed to have been formally served the earlier of:
- If sent in person, the date of receipt;
- If by fax or Email, the time of receipt;
- If by express mail, the 7th working day after being posted in express mail.

12.3. If the address of service or the recipient(s) needs to be changed, the

relevant party shall, on the day following such change, notify the other party in
writing, otherwise documents sent to the existing addresses and/or recipient(s)
shall, whether received or not, be deemed to have been served effectively.

Article 13. TERM OF CONTRACT

This SPA shall become effective on the date of signing by the authorized
representatives of both parties and shall continue in full force and effect until
fulfillment of all the mutual obligations under this SPA by both parties hereto.

Article 14. OTHER CONDITIONS

14.1. Any modifications and/or amendments of this SPA shall be done by the
mutual SPA by the parties hereto and shall be executed in writing, thus forming
an integral part of this SPA.

14.2. After the signing of this SPA, all previous verbal and/or written
agreements concerning the subject of this SPA shall be considered null and void.

14.3. All documents concerning this SPA, transferred electronically, and whose
receipt is confirmed by the receiving party, shall be considered as having the
equal legal force with the originals of those documents.

14.4. This SPA has been prepared and executed in the English & Chinese
languages.

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14.5. This SPA shall not be assignable to any third party by either party hereof in
whole or in part without prior written consent of the other party.

Article 15. BANKING COORDINATES

15.1. The Seller’s Banking Coordinates are: -

Bank Name
Bank Address
Bank Phone
SWIFT Code
Account Number
Account Title

15.2. The Buyer’s Banking Coordinates are; -

Bank Name
Bank Address
Bank Phone
SWIFT Code
Account Number
Account Title `

IN WITNESS WHEREOF, the parties hereto have on the day and year first
above written caused this SPA in duplicate to be executed by their duly
authorized officers or representatives.

SELLER BUYER
Company
Person Name
Designation
Date
Signature

Company Stamp

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 (DRAFT AGREMENT FOR COPPER TRADE)
Agreement No: ____________ Date: ______________

ANNEXURES

1. Procedure.
2. Specification Sheet.
3. Shipping / Lifting Schedule.
4. Draft Verbiage of LC/MT700
5. Non-Circumvention Non-Disclosure Agreement
6. Seller’s Certificate of Incorporation
7. Seller’s Color Copy of Passport
8. Buyer’s Certificate of Incorporation
9. Buyer’s Color Copy of Passport

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