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SALES & PURCHASE AGREEMENT/CONTRACT for COPPER MILLBURY SCRAP DATE: ………………. 2017 CONTRACT CODE: ……………………..SELLER CODE: …………………… BUYER CODE: ………………………..

This contract is for the Sale and Purchase of the commodity COPPER MILLBURY SCRAP hereinafter referred to as the “Product” and is not freely circulated. It is solely for the purchase of this transaction. This contract is made and entered into record on this day ………………………… 2017 By and between the:

Seller:

Address Tel Fax Email

(Represented by its Director: Mr……………………..) HEREIN AFTER CALLED THE "SELLER"

Buyer: Please : Address Tel Fax Email

Represented by MS Please complete with name and Title - HEREIN AFTER CALLED THE "BUYER"

The Buyer agrees and makes an Irrevocable and firm commitment to purchase 2,000,000 MT (Two Million) only metric tons (+/- 5%) Of COPPER MILLBURY SCRAP as per schedule hereinafter at an agreed rate of USD $ 4600.00 (FOUR THOUSAND SIX HUNDRED DOLLARS) only per metric ton CIF india a (Inco Terms 2010 COST INSURANCE AND FREIGHT). The Seller certifies that he can fulfill the requirements of this contract and provide the “PRODUCT" mentioned herein as per test report and delivery schedule specified within this contract. This contract incorporates the Rules and Regulations of Non Circumvention and Non Disclosure, established by the INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.), PARIS, FRANCE. The Buyer and Seller hereby agree to honor this contract under the following conditions and terms:

ARTICLE 1: PRODUCT AND SPECIFICATIONS - Specification of COPPER MILLBURY SCRAP as per” Appendix A”

ARTICLE 2: PRODUCT PACKING: - Good will be packed and delivered stacked in container. The Seller has discretion in packaging the goods, provided that the packaging must withstand transportation, prevent damage to the goods during transport, and comply

Date …………. Seller Date ………. Buyer

with the following requirements such as product warning and origin marking laws of the Buyer's country. The Seller will endeavor to complete all packaging within time for the Delivery Date. If there is any delay, the Seller will immediately notify the Buyer of the delay, the expected time for completion, and the reason for the delay. The Buyer will then have the option to renegotiate with the Seller for a new Delivery Date, which the parties will confirm in writing as a modification to this Agreement, or to notify the Seller that the Agreement is terminated. If special packaging requirements are necessary, the Buyer will be responsible for conforming the packaging for sale in the buyer's country. Buyer should notify the Seller and specify the special packaging arrangement.

ARTICLE 3: PRODUCT ORIGIN: - Country of Origin:

ARTICLE 4: PRODUCT DESTINATION: - CIF UAE (COST INSURANCE AND FREIGHT) Subject to Sellers receipt of all appropriate Permits, Permission and Licenses.

ARTICLE 5: BASIS OF DELIVERY AND SHIPMENT - Delivery shall be CIF shipped to the Place of Discharge (PORT OF UAE ) (Forty) shipments of minimum 2500MT (TWO THOUSAND AND FIVE HUNDRED ) only metric ton monthly per shipment after a trail shipment on 2500MT (Two Thousand and Five hundred ) only metric ton. For the total quantity of 30000 MT (THIRTY THOUSAND ROLLS AND EXTENTIONS) only and delivery shall start as per delivery schedule after receipt and confirmation of the operative financial instrument acceptable to the Seller, and completed within the stated time.

The Seller shall have the right to deliver earlier than agreed in this contract giving notice to all designated parties as required herein, with the approval of the buyer. Total shipments shall be according to delivery schedule minimum is subject to slight and reasonable variations inside schedule due to the customary and usual exigencies DELIVERY ACCEPTANCE AND AUTHORITY For this shipment, the product is considered delivered by the Seller and accepted by Buyer when the quantity of the shipment at Port Of Discharge is in accordance to the Gross and Net Weight as indicated on the Original Bill of Lading and Invoice. Buyer may (own option and expenses) choose for additional inspection at Port of Loading. The Buyers inspection agency must be internationally recognized and accepted by Seller.

ARTICLE 6: TERMS OF DELIVERY: PARTIAL SHIPMENTS NOT ALLOWED.

6.1. The Date of the reception shall be considered the Date of both Invoice and B/L confirmation by the stamp and signature of Buyer, but not more than 48 hours from the date of issuance of the Invoice.

6.2. The Terms and conditions of the Charter Party agreement should comply with the terms and conditions contained in this Contract. Should any of the terms and conditions detailed in the Charter Agreement conflict with those in this contract, then the terms of the Charter Agreement should comply with the terms and conditions contained in this contract. Should there be a conflict between the Terms & Conditions detailed of the Charter Party Agreement and this Contract, then Terms & Conditions in this Contract will take precedence 6.3. All expenses at the Port of Destination are the sole responsibility of the Buyer. 6.4. By its Seal & Signature on this document Buyer guarantees he has the authority to import the product


6.5. After departure from the Site of loading, the Sellers shall notify via electronically means (Email) the Buyer of the following: Transport Departure Date and Hour/ Name of the Carrier/ Registration Number of the Vessel /Net & Gross Quantity Loaded / Number of Batches/ Estimated time of arrival at location of Discharge.


6.6. The Vessel must be technically fault free and correspondence to be available at the port of Discharge 6.7. The Buyer is responsible for all charges incurred in supervision of the discharge. 6.8. Demurrage is incurred if discharge takes more than the number of hours the freight forwarder allows the Buyer to discharge the goods at the port of Destination. Demurrage will be charged to the account of the Buyer. 6.9. Buyer shall settle all Demurrage charges within 5 days from the receipt of the Vessel Master’s invoice 6.10. No Demurrage is payable if the vessel is discharged within the number of hours allowed. 6.11. Whether in berth or not, whether in Port or not, whether in free practice or not, whether customs cleared or not, Vessel hatch opening and closing shall be performed under crew responsibility, control and account. 6.12. The Seller retains the rights to delay or cancel further the shipment if the Buyer Fails to pay demurrage charges related to the shipment(s). 6.14. The Seller must provide written alert to Buyer within 24 Hours after receipt of notice that the method of transport of the goods has experienced damage, peril, loss or accident and this neither shall not release the Seller of fulfilment of his obligation. 6.15 All taxes and Levies and Site duties imposed by the country of origin are for the sellers account and his sole responsibility. 6.16. All taxes and Levies and Destination duties imposed by the country of discharging are for the buyer's account and his sole responsibility. 6.17. Seller must be able to produce a Certificate from the Shipping Company or their Agents verifying that the goods are shipped by Vessels less than 20 years of age. 6.18. Seller must be able to produce Certificate from Shipping company certifying that the Vessel has been chartered for each or all the shipments of the Buyer.

ARTICLE 7: PRODUCT DOCUMENTATION PER SHIPMENT Ocean Bill of Lading (3/3 originals plus 3N/N copies) Packing List (3 copies originals) Certificate of Quality issued by Independent Inspectors Certificate of Quantity issued by Independent Inspectors Certificate of Origin issued by the Chambers of Commerce Commercial Invoice Insurance Certificate

ARTICLE 8: PRODUCT SALE AND PAYMENT TERMS PAYMENT METHOD: Irrevocable revolving, confirmed, divisible, transferable Letter of Credit against Documents at Sight TRIAL ORDER QUANTITY: 2500MT MAIN ORDER QUANTITY: 30000 MT MONTHLY ORDER QUANTITY: 30000 (THIRTY THOUSAND) (+/-5 %) MT

UNIT PRICE: USD$ 4600.00 MT (Four Thousand SIX HUNDRED ONLY UNTED States Dollars only) MT CIF

TRIAL ORDER VALUE: USD$ 138,000,000 (2,500MT) (ONE HUNDRED AND THIRTY EIGHT MILLION United States Dollars only)

MAIN ORDER VALUE: USD$ 138,000.00 (30,000MT)


(One hundred thirty eight million Dollars only) CONTRACT DURATION: - 12 months PAYMENT: Buyer will issue a Irrevocable, Revolving, Confirmed, Divisible, Transferable Letter of Credit against Documents at Sight. The Text of the Financial Instrument must be provided by the Buyers bank, accepted and confirmed by the Seller’s Bank. TRIAL SHIPMENT WILL BE PAID BY 30% DEPOSIT AFTER INVIOCE AND 70%LC AT SIGHT AGAINST DOCUMENT, AND THE CONTRACT ORDER WITH 100% LC T SIGHT

ARTICLE 9: BANKING INFORMATION - SELLER BANKING DETAILS: Bank Name Bank Address Account Name Account No. Swift Tel: Fax: BUYER BANKING DETAILS: PLEASE COMPLETE WITH YOUR DETAILS Bank Name Bank Address Account Name Account No. SWIFT Bank email Tel: Fax:

Buyer complete banking information required with the return of this sealed Contract. If Buyers bank is not ranked in top 50 of World Bank The Payment instrument must be confirmed by a top 50 World Bank. Confirming bank will be at Buyer’s option.

BANKING INFORMATION NO CONTACT WITH THE SELLER'S BANK (S) MAY BE MADE WITHOUT THE EXPLICIT WRITTEN PERMISSION OF THE SELLER. IF CONTACT IS MADE WITHOUT THIS PERMISSION, THE CONTRACT IS CONSIDERED NULL AND VOID. SELLER REQUIRES BUYER TO NOTIFY SELLER WHEN FORWARDING FINANCIAL INSTRUMENTS OR CORRESPONDENCE TO SELLER'S BANK. THE SELLER'S BANK DOES NOT PROVIDE INFORMATION OTHER THAN TO OTHER BANKS, EXCLUSIVELY THROUGH THE CIPHERED CODE AS PER INTERNATIONAL BANKING PROCEDURES.

ARTICLE 10: PRODUCT INSURANCE - Seller is responsible for Marine Insurance 110% of the Value of the Shipment ON CIF basis (INCOTERMS 2010)


ARTICLE 11: - PERFORMANCE BOND - To be provided by Seller the issue, in 7 banking days, after receipt of the financial instrument acceptable to Seller, a 2% (Two Percent) regular performance bond for the total of one month’s shipment of the total metric ton quantity.

ARTICLE 12: DUTIES, TARIFFS, AND TAXES - Import duties tariffs and other such governmental charges imposed upon the goods described herein shall be at the Buyer’s account and his sole responsibility as the law of destination country. Buyer must have all import permissions and permits in writing and if applicable and needed send copies to the Seller. Buyer bears the sole responsibility of securing all permits, licenses or any other documents required by the government of the importing nation. Seller will bear no responsibility or pay for any costs to provide such documentation. Buyer will bear all costs and penalties if such documents are not secured in time. In no case shall the seller be held liable for missing improper documentation at the port of discharge.

ARTICLE 13 DISPUTES AND ARBITRATION: See NCND Agreement - The Parties shall attempt to amicably settle any disagreement of dispute, which may arise between them in case said dispute cannot be settled amicably. Any dispute arising out of this agreement or any matter related hereto shall be brought to the Hong Kong regional office of the INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) to referee and by the execution of this agreement, each of the parties to this instrument accepts for himself or itself the jurisdiction of such courts and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Sales and Purchase Acknowledgement.

ARTICLE 14: NON-CIRCUMVENTION AND NON DISCLOSURE. See NCND Agreement. 15.1. Modifications: any modification and or amendment of this contract must take place by full mutual agreement by the parties in writing, thus forming an integral part of this contract.

15.2. Confidentiality: all commercial, financial and other information, with regard to the present contract, shall be considered confidential. It is further agreed upon that any information of Buyer and Seller contained in this agreement is to be held in the strictest confidence, and any violation of which will resolute in the Penalty in Article 16.5 of this contract

15.3. Non Circumvention and Non-Disclosure: This contract incorporates the Rules and Regulations of Non Circumvention and Non-Disclosure, established by the INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.), PARIS, FRANCE and this agreement’s Terms and Conditions.

15.4. Seller and Buyer agree not to do business together for 10 years from this agreement with 3rd (third) parties that will have made contact with them causing seller’s or Buyer’s sub risk to pay the penalty.

15.5. Penalties: 10% of the total contract value. Every violation of Article 15 will give the right for the offended part to gain the penalty in this paragraph.

15.6. This clause is extensive to all subsidiaries & or affiliated companies.

15.7. This clause is extensive to all compartments from a part to seller / buyer.

15.8. Once fully executed, the present contract shall not be reproduced in any manner whatsoever, except when required for fulfillment of the present contract.


15.9. After the signing of this contract all previous verbal and/or written agreements concerning the subject of this contract should be considered null and void.

15.10. All documents related to this contract, transferred electronically, shall have the equal legal force with the originals of these documents only if their receipt is confirmed by receiving party.

15.11. This contract comes into full legal force and effect after both parties have signed and sealed all its pages.

15.12. This contract shall be valid until the date of final shipment of goods plus 30 (thirty) days; at the end of this term. This contract may be extended by mutual agreement of the parties for an additional term within 30 (thirty) calendar days prior to the end of this term, and will be subject to modifications necessary.

15.13. Undersigned parties warrant and affirm, under penalty of perjury, that each has the legal capacity and lawful authority vested in them to execute this contract.

15.14. This contract is drawn up in English and multiple copies exchanged via email and other electronic data transmission devices each of which shall be deemed original and legally binding. Any subsequent addition, deletion or amendment will not be valid unless such changes are made in writing and are signed by both parties.

15.15. In event of non conformance to specifications as shown in article 2 above, the Buyer reserves the right to ask the Seller to replace the stock or to withdraw the contract. In the event that the Buyer or Seller withdraw from the contract or doesn’t respect a part of this contract or does not uplift the monthly shipment quantities, the Buyer or the Seller shall be liable to pay the damages in the account of US$ 4100.00 United States Dollars only) per metric ton for each and every breach of this condition and the total outstanding quantity remaining not delivered under this contract, within 30 (thirty) days from the first breach or last withdrawal.

ARTICLE 16: DUTIES, TARIFFS, AND TAXES Import duties tariffs and other such governmental charges imposed upon the goods described herein shall be at the Buyer’s account and his sole responsibility as the law of destination country.

Buyer must have all import permissions and permits in writing and if applicable and needed send copies to the Seller.

Buyer bears the sole responsibility of securing all permits, licenses or any other documents required by the government of the importing nation.

Seller will bear no responsibility or pay for any costs to provide such documentation.

Buyer will bear all costs and penalties if such documents are not secured in time. In no case shall the seller be held liable for missing improper documentation at the port of discharge.

ARTICLE 17: MISCELLANEOUS: 17.1 Upon signing this contract all previous negotiations and also all previous correspondence is to be considered null and void.

17.2 Any amendments and supplement to the Terms and Conditions of this contract will be valid only if made in writing and duly signed by both parties.


17.3 This contract shall be legal and binding after lodging the signed contract and exchanged contracts in Buyer’s and Seller’s bank. 17.4 This contract is only considered valid and concluded after the parties have signed all pages individually and put their signature and corporate seal at the end of this contract. Facsimile copies of annexes and revisions with authorized signatures and corporate seal are acceptable and shall be legally enforceable. IMPORTANT

17.5. All bank charges and expenses charged by the Buyers Bank related to the agreement are for the Buyer’s responsibility. All bank charges and expenses charged by the Seller’s Bank related to the agreement are for the Seller’s responsibility.

17.6. All consignments shall be shipped from the Site of Loading to the Site of Unloading directly. No Transshipment allowed. 17.7. Where not in conflict with the other conditions of this contract, Incoterms 2010 (CIF) to apply.

ARTICLE 18: VALIDITY This contract will arrive via email signed by the Seller within 1 week from the date of this Contract. The SWIFT of the financial instrument must be issued to the Seller within 7 days after signing the final contract.

ARTICLE 19: FINAL OPERATIONAL PROCEDURES: PROCEDURES:

1. BUYER SEND LOI TO SELLER 3. SELLER ISSUES DRAFT CONTRACT AND SEND IT TO BUYER 4. BUYER SIGNS DRAFT CONTRACT AND SEND IT TO SELLER 5. SELLER COUNTERSIGNS CONTRACT AND SEND IT TO BUYER6. BUYER AND SELLER DEPOSITS CONTRACT ON RESPECTIVE BANKS 7. BUYER'S BANK ISSUE LC DRAFT/VERBIAGE TO BE APPROVED BY SELLER'S BANK (SUBJECT TO APPROVAL BY SELLER'S BANK) 8. BUYER'S BANK ISSUE LC AGAINST COMPLETE DOCUMENTS BANK TO BANK AND SELLER'S BANK CONFIRMS AUTHENTICITY OF THE LC 9. UPON CONFIRMATION OF THE LC, SHIPPING PROCEDURE COMMENCES FOR THE FIRST MONTH CONTRACT WITHIN 10 DAYS

10. SELLER AT PORT OF CHARGE MAKES THE SGS CERTIFICATIONS 11. ONCE SHIPMENT IS DONE, ALL SHIPPING DOCUMENTS ARE TO BE SENT TO BUYER'S BANK VIA SELLER'S BANK FOR BUYER'S BANK TO RELEASE PAYMENT WITHIN 48 HOURS 12. SHIPMENT CONTINUES EVERY MONTH FOR THE REST OF THE CONTRACT PERIOD

Date: …./…./2017 On behalf of the seller

Signature and stamp: Date: …../…../2017


Date: …./…./2017 On behalf of the Buyer

Signature and stamp: Date: …./…./2017

APPENDIX"A" COPPER MILLBURY SCRAP Specifications:




APPENDIX B - Delivery Schedule for next 40 Months

Shipment MT SGS Destination Port

Total Shipments: Total Quantity Shipped 30,000 MT

EDT (Electronic document transmissions) EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:- 1- Incorporate U.S. Public Law 106-229, ''Electronic Signatures in Global and National Commerce Act'' or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and 2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). 3- EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments

ENERAL INFORMATIONS: CONTRACTS ARE ISSUED ONLY AFTER RECEIPT OF A BUYER`S COUNTERSIGNED FCO.


WE DO NOT PRESENT NO PAST PERFORMANCE DOCS, HISTORICAL DATA FROM OTHER BUYERS, SUCH AS INVOICES FOR SHIPMENTS IN THE PAST , INVOICES FROM SHIPPERS, REPORTS FROM S.G.S. LABORATORY TESTS, CONTRACTS, OR ANY SAMPLE DOCUMENT THAT CAN BE PLAGIARIZED OR FALSIFIED.

IMPORTANT ADVICE: THIS IS A VERY IMPORTANT MESSAGE TO ANYONE INVOLVED IN THE COMMODITIES INDUSTRY ON THE NEW MEASURES WITH RESPECT TO BUYERS AND SELLERS CONDUCTING OIL TRANSACTIONS.FROM NOW ON, IF AN ICPO, LOI, RW A, OR BCL IS ISSUED AND THE DOCUMENT IS NOT REAL, TRUE AND/OR ACTUALLY VERIFIABLY FACTUAL, THE BUYER WILL BE ABLE TO INFORM THE FBI, ICC, AND INTERPOL. IN ADDITION, AFTER AN FCO IS SENT TO THE BUYER, THERE SHOULD BE A FORMAL ANSWER TO SELLER FROM BUYER IN A TIMELY MANNER IN ACCORDANCE WITH THE AGREEMENT BETWEEN PARTIES. IF THERE IS NO RESPONSE FROM THE BUYER IN A TIMELY MANNER, THE BUYING COMPANY WILL BE REPORTED TO THE FBI, ICC, AND INTERPOL. IF THIS ACTION IS REPEATED BY SELLERS, THEY TOO WILL ALSO BE REPORTED FOR ABUSE OF THE NCND, LOI, ICPO, AND RW A OR BCL, FOR THIS IS NOW A FEDERAL OFFENSE. IT IS IMPORTANT TO TRANSMIT THIS TO ALL CLIENTS THAT WORK WITH PROVIDERS THAT ARE MEMBERS OF THE ICC, FBI AND OTHER INTERNATIONAL ORGANIZATIONS. FROM THIS POINT FORWARD, THE INTERNATIONAL CODES WILL BE STRICTLY ENFORCED TO EXCLUDE ALL INTRUDERS THAT SEND OR TRANSMIT FALSE INFORMATION. THOSE WHO SUBMIT A FALSE NCND/IMFP A, LOI,ICPO, RW A OR BCL, OR FCO, AS WELL AS F ALSE PROOF OF PRODUCT (POP), WILL BE CHARGED WITH A CRIME. THIS OFFENSE WENT INTO EFFECT ON NOVEMBER 15, 2008 AFTER A MEETING WAS HELD BETWEEN THE FEDERAL RESERVE, EUROPEAN CENTRAL BANK, INTERPOL, FEDERAL BUREAU OF INVESTIGATION AND CENTRAL INTELLIGENCE AGENCY. THE REASON FOR THIS MEASUREMENT IS TO PROTECT THE COMMODITIES INDUSTRY WHICH IS AFUNDAMENTAL PART OF THE WORLD’ S ECONOMY .I HAVE READ AND UNDERSTOOD THE SEVERITY OF THE WARNING ABOVE AND DO REALIZE THE SERIOUS IMPACT THAT PERTAINS TO ALL OIL AND OTHER COMMODITIES TRANSACTIONS
