The Seller, under the PENALTY of PERJURY, with full LEGAL and CORPORATE responsibility, do
hereby issue this FULL CORPORATE OFFER to certify and confirm our R.W.A. that we are ready and
able to deliver the goods herein offered under the stated terms and conditions as follows
1. KEY TERMS
Delivery Terms: FCA Impala Bonded Warehouse Ndola Zambia (INCOTERMS 2010)
Origin: Democratic Republic of Congo
Form: Plates
Quality: LME Grade Non registered Copper Cathodes (Cu 99.97-99.99% purity)
Price: For the spot deal and for future transactions under this SPA (rolls
and extensions inclusive), the price applicable to this contract shall be the
latest available London Metal Exchange copper grade “A” Cash Offer
price
(per metric ton in USD) on the date of Final Assay Report (the LME
Price) Less 20% to the Seller.
Payment: By SWIFT based upon the Final Assay Report via MT-103 Wire Transfer.
Packaging: On pallets
Quantity: 500 MT spot and then 1,500 MT monthly for 24 months with rolls
and extensions.
2. COMMODITY DESCRIPTION
The commodity that the seller will sell to the Buyer is specified as follow:
CHEMICAL COMPOSITION: Electrolytic copper cathodes-A (L.M.E. Non - Registered)
Oxygen O PPM
Sulphur S PPM
Iron Fe PPM
Silver Ag PPM
Lead Pb PPM
Nickel Ni PPM
Selenium Se PPM
Antimony Sb PPM
Silicon Si PPM
Cobalt Co PPM
Arsenic As PPM
Bismuth Bi PPM
Manganese Mn PPM
Tellurium Te PPM
Aluminum Al PPM
Magnesium Mg PPM
Zinc Zn PPM
3. PROCEDURE
The Parties agree the following procedures to effect transactions under this contract:
a) The seller issues a draft, the seller and the buyer sign the contract, which becomes a legal and
binding document after being signed and stamped by both parties.
In the DRCongo, the signed contract must be registered at the Chamber of Commerce and
notarised (the costs are shared between the seller and the buyer, 50% each).
b) The buyer is welcome in the DRCongo to: verify the existence of the goods, test the purity of
the goods, supervise the documentation and assist in the delivery procedure.
c) The seller shall indemnify the buyer for all costs and expenses, including travel costs, legal
fees, consultancy fees, costs of obtaining financial collateral, time and effort of the buyer's
executives, in an amount not less than 2% of the value of the delivery in currency, in case
the seller does not produce the product to see it, test it if the quality differs from the purity of
the offer.
d) to approve the seriousness and willingness of the buyer to associate with the company; to
show good faith, the buyer will pay the TT (MT103) the inland transport charges directly to
the transport company or bank designated by the seller.
To enable the seller to transport the goods from the DRCongo to the buyer's warehouse.
Which amount will be deducted from the value of the goods at the final payment.
e) Optional: against the amount of the transport, we are willing to give the buyer a collateral in
gold as follows:
the amount in gold is to be agreed between the buyer and the seller,
the buyer can keep the collateral in Congo
or the seller and the buyer agree to meet in a neutral country (Kenya) where the buyer
will hold the collateral in his name in a bank or security company and then fly to Congo
to attend the procedure.
Once the copper cathodes have been delivered, the buyer will immediately return the collateral.
f) The seller, as owner of the goods, will pay the documents relating to the goods for all taxes
and will pay the export documents bearing the name of the buyer and the details of the
consignee.
g) within 3 days, the seller shall complete and send the necessary documents to the buyer's
nominated warehouse to reserve storage and transport the goods from the DRCongo to the
buyer's nominated warehouse.
h) At the buyer's designated warehouse, the buyer shall engage an independent international
testing company to carry out a quality and quantity inspection
i) Payment of 100% of the value of the delivery by TT (MT 103) to the bank account
designated by the seller after delivery to the warehouse designated by the buyer and after the
quality and quantity inspection.
j) The change of ownership will occur
4. TERMS OF PAYMENT
For the duration of the agreement and for any consignment, the final payment for the cathodes
shall be done by way of an (SWIFT MT103) shall be paid against certified copies of the
following documents:
a) Manually signed commercial invoice issued by the Seller, showing agreement Number,
the Buyer’s name, the Seller’s name, seal numbers of inspection company, description of
goods which includes pieces of bundles of goods, unit price, total amount gross/net
weights of the goods;
b) Full export documentation from the Democratic Republic of Congo
c) Quality certificate issued by the Buyer’s appointed inspection company in duplicate,
showing it meets the quality and its chemical compositions and standards of the Product;
and
d) Quantity certificate issued by the Buyer’s appointed Inspection Company in duplicate
showing the quantity of the Product verified
A notarized Certificate of Release signed by the Seller attesting that the material does not have
any encumbrances, liens, charges and pledges against it and it’s not from a criminal source.
5. BANK COORDINATES
SELLER’S NOMINATED BANK ACCOUNT TO RECEIVE WIRE TRANSFERS (MT
103)
BANK NAME:
BRANCH
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
ACCOUNT TYPE:
SWIFT CODE:
SORT CODE:
CONTACT PERSON:
TELEPHONE NUMBER:
6. TRANSACTION COSTS, SECURITY, EXPORT AND IMPORT COSTS
a) The Buyer shall be responsible for their own taxes, import levies, duties, bank fees,
charges and all other institutional costs that may be incurred related to the transaction
herein in the execution of their respective duties and obligations. Clearance of all taxes,
duties and logistics at the Buyer’s Destination Country shall all respectively be organized
and be borne by the Buyer.
b) The Seller shall be responsible for their own taxes, export levies, duties, bank fees,
charges and all other institutional costs that may be incurred related to the transaction
herein in the execution of their respective duties and obligations. Clearance of all taxes,
duties and logistics at the Country of Origin and up to loading the copper cathodes on the
Buyer’s designated ocean going ship in Dar es Salaam Tanzania shall all respectively be
organized and be borne by the Seller, except as provided in this agreement
7. NOTICES
Unless otherwise agreed in writing, any notices, statements, requests or other communications to
be given to either Party pursuant to this Agreement shall be sufficiently made in writing and sent
by post, email, postage paid, or by telegraph, telex, facsimiles transmission or other means of
data transmission directly to the address of the party specified for this purpose in this Agreement.
8. CONFIDENTIALITY & NON-CIRCUMVENTION
a) The Buyer and Seller undertake to maintain absolute and total confidentiality concerning this
contract, except where legal or statutory requirements require otherwise.
b) Both Buyer and Seller acknowledge that the harm to the other party would be substantial and
therefore the Seller and Buyer agree to abide by the Customary International rules of non-
circumvention and non-disclosure as established by the International Chamber of Commerce
in Paris, France for a period of Five Years, with rolls and extensions, from the date hereof.
c) All parties herewith declare, not to circumvent each other in this transaction, not to
bypass or try to circumvent by having direct contact with third parties introduce by
each other.
d) This Fee Agreement is valid during all transactions, inclusive of all replacements, extensions,
or additional arrangements.
e) This document officially commits all parties and also their employees, shareholders, partners,
workers and all other involved people. All the rules & regulations of ICC 400/500/600
regarding confidentiality, non-circumvention and non-disclosure apply to all the parties of
this agreement and said rules & regulations shall remain in full force for a period not to be
less than 10 Years, with rolls and extensions, from the date of this agreement.
f) In case the above mentioned contract has expired after the period of 10 Years, or has not
been officially extended and has ceased to be in force, this Fee/Commission Agreement will
be considered null & void.
9. FORCE MAJEURE
a) Neither the Seller nor the Buyer shall be responsible for any failure to fulfill their respective
obligations under this Agreement if fulfillment has been prevented or curtailed by any Force
Majeure circumstances whatsoever which are beyond the reasonable control of the Seller or
the Buyer as the case may be including without prejudice to the generality of the foregoing.
"Force Majeure Event" means any event or condition that prevents either party from
performing an obligation hereunder and that is beyond its control, shall include without
limitation, the events as act of God, fires, flood, atmospheric disturbances, explosion, storms,
typhoons, tornadoes, earthquakes, landslides, soil erosion or subsidence, washouts,
hurricanes or epidemics, cyclones, tidal waves, destruction by lightening, strike, wars, riot,
civil wars, blockades, insurrections, sabotage, acts of authorities such as a change in statutes,
export-import policies, rules and notifications, major break down of plant and machinery of
the Seller, boycotts, lockouts, shortage of labor, raw materials or fuel or power or any other
causes whatsoever beyond the control of Seller and/or Buyer, preventing them or hindering
them or either of them from giving or receiving the Product under this Agreement, then the
performance under this Agreement shall be suspended during such time, provided prompt
written notice accompanied by documentary proof has been given of such inability by either
party.
b) The above does not release the Buyer from its obligation to pay for any portion or the
quantity of the Product which has already been or can be delivered to the Buyer under this
Agreement.
c) In case of circumstances of Force Majeure lasting more than ninety (90) days, the Buyer
shall have the right to cancel the Contract, partially or in total. In such a case, none of the
parties hereof shall have the right to any compensation for possible losses from the other
party.
d) The certificate issued by the respective Chambers of Commerce in the country where Force
Majeure arises shall be sufficient proof of such circumstances and their duration.
10. ASSIGNMENT AND SUCCESSORS
a) All the terms, covenants, and conditions of this Contract will be binding upon and inure to
the benefit of, and be enforceable by, the parties hereto and their respective successors, heirs,
executors, and assigns.
b) Neither Seller nor Buyer may assign its rights to this Agreement without the prior written
consent of the other party. Buyer shall be entitled to assign its rights to an affiliate or joint
venture partner with written consent of the Seller. The Agreement shall continue with the full
rights and obligation it bestows.
c) The new parties or their representatives have to respect, apply and endorse the responsibility
for the application of all the terms of the Agreement and amendments, as bound Successors.
d) Same occurs for any heirs, executors, in case of death of any signatory.
e) Notice of any such assignment shall be given promptly by the party effecting the assignment
to the other party to this Contract. Any assignment not made in accordance with the forgoing
provisions shall be void.
f) If assignment is agreed to, a Formal Notice of the Assignment shall be submitted to the
Buyer/Seller, which will contain the Assignee's Company Name, Company Address, and
Spokesperson/Official to contact and their telephone and Phone/fax numbers.
b) APPLICABLE LAW, LITIGATION AND ARBITRATION
This Purchase Contract shall be governed by and construed in accordance with the laws of
Zambia with the exclusion of its conflict of law provisions. The United Nations Convention on
Contracts for the International Sale of Goods (1980) shall not apply to this Purchase Contract.
c) WARRANTIES AND REPRESENTATION
Each of the Parties acknowledges that:
a) Such Party is a duly organized company/business entity validly existing under the laws
where it is established, with power to own assets, conduct its business as presently
conducted, enter into, complywith and perform the obligations as set out in this
Agreement and is not entitled to claim for itself or any of its assets, immunity from suit,
execution, attachment or other legal process;
b) Such Party has all the requisite power, authority and approvals required to enter into this
Agreement and will have all the requisite power, authority to perform fully each and
every obligation under this Agreement;
c) This Agreement has been duly executed and delivered by the Party and /or the duly
authorized representatives of such Party and constitutes a legal, valid and binding
obligation of such Party enforceable against such Party in accordance with its terms;
d) The execution, delivery and performance of this Agreement and all instruments or
agreements required hereunder by such Party does not contravene, violate or constitute a
default of or require any consent under the provisions of any other agreement or
instrument to which such Party is bound, including the constitutional documents thereof,
or any order, judgment, decree or injunction of any court of law;
e) No legal proceedings are pending or threatened against such Party before any court,
tribunal or authority which do or may restrain or enjoin such Party’s performance or
observance of the terms and conditions of this Agreement or which do or may in any
other manner question the validity, binding effect or enforceability of this Agreement;
and
f) No order has been made or petition presented for the bankruptcy protection, winding up
or dissolution thereof.
13. TERMINATION:
A party shall have a right to (but not an obligation to) forthwith terminate this Agreement on
written notice to the other party, only upon the occurrence of any of the following events,
namely:
a) where a court makes an order adjudicating the other party (the "Insolvent Party") as bankrupt
or insolvent or a resolution is adopted for the voluntary winding up of the Insolvent Party and
such order is not withdrawn within 30days of its issue;
b) where any proceeding is initiated by or against the Insolvent Party under any applicable
bankruptcy, reorganization, composition or insolvency law (not being a proceeding which is
frivolous, vexatious or an abuse of the process of the court or which relates to a claim in
which the Insolvent Party has a good defense and is vigorously contesting) and which is not
discharged or stayed within 30 days.
c) whereas receiver or a trustee is appointed over the Insolvent Party and such appointment is
not vacated within 90 days;
d) where the Insolvent Party makes an assignment for the benefit of its creditors; (v) where the
Insolvent Party is unable to pay its debts as they become due; or
e) where either party fails to perform or duly comply with a material term of this Agreement or
such default has not been remedied within 30 days from the date on which the defaulting
party receives notice from the non-defaulting party of such failure or non-compliance
14. PARTIAL INVALIDITY
The execution of this Agreement by the Parties is based on the assumption that it is legally valid
and enforceable under applicable law. In the event that any provision is or becomes
unenforceable or proves to be null and void or if changes in the law render performance of any
obligation in accordance with its terms impossible or materially more onerous, then the
remaining provisions of this Agreement shall not be affected and the Parties shall consult in good
faith to replace such provision by a provision which in its economic consequences reflects the
intention of the Parties to the greatest extent possible.
15. INDEPENDENT STATUS – RELATIONSHIP
This Agreement shall not be construed to have any purpose or intent other than for purchase and
sale of the Product between the Parties and, therefore, it is neither the intention nor the
understanding of the Parties to have the effect, express or implied, of establishing any
partnership, joint venture or agency under this Agreement.
16. EXIT CLAUSE FOR SELLER AND BUYER
For the spot deal, the parties agree that the Seller shall be entitled to set aside this Full Corporate
Offer as NULL and VOID at law, where the Buyer FAILS to provide his verifiable POF at the
time of conducting the preliminary due diligence. Likewise, the Buyer shall set aside the SPA
if the Seller avails NO clean copper cathodes with valid and complete export paperwork
from the DRC, acceptable to the Buyer’s Shipping Agent.
17. AMENDMENTS AND WAIVERS
This Agreement shall not be amended or modified or any provision thereof waived, except in
writing and accepted by both parties. Any provision of this Agreement, which is declared
unlawful or unenforceable by a court of competent jurisdiction, shall not affect any other
provision herein.
18. VALIDITY OF CONTRACT
This contract of 24 MONTHS ROLLS EXTENSION is valid for the period of its satisfactory
completion with possibility of rollover, unless both parties agree to extend its validity by way of
a signed and dated addendum.
19. EXECUTION OF THIS AGREEMENT
This Agreement may be confirmed and signed by the Buyer and the Seller electronically and sent
via facsimile or e-mail. Said executed agreement shall be legally binding on the parties and
accepted as originals, and will be deemed to be valid and effective for all purposes and shall
initiate and conclude the legal liabilities between the parties of this contract. The parties will
distribute the original copies among themselves promptly.
20. GENERAL PROVISIONS
a) The parties hereby agree that this Agreement shall become valid and operational if and when
signed and sealed in counterparts and until both parties have fulfilled their obligations.
b) The headings appearing in this Agreement are for convenience only.
c) After the present Contract is signed, all previous negotiations and correspondence between
the Parties shall become null and void.
d) All signed Appendices and Additions are an integral part of the present Contract.
e) Except for the cases, expressly stipulated in the present Contract, neither of the Parties should
bear responsibility for indirect losses, which have arisen as a result of performance (non-
performance) of the obligations under the present Contract.
f) The original of this Contract exists in English. The ruling language of this Agreement shall
be English.
g) Grammar mistakes and misprints, if such are present, shall not be considered as
contradictions.
21. CONCLUSIONS, DECLARATION AND SIGNATURES
All parties to this Agreement hereby agree to be bound by the Terms and Conditions stipulated
herein. The parties have entered into this Contract in good faith and each shall use its best efforts
in the full spirit of co-operation to promptly achieve the purpose set forth herein.
IN WITNESS WHEREOF, the parties have understood all of the terms and conditions of this
Agreement and hereby agree to honor all clauses with the privileges, rights and immunities
pertaining therein, making this Agreement effective on and as of the Effective Date upon signing
by all parties. This Agreement is executed in multiple counterparts. BY SIGNING BELOW, with
full understanding of the consequences of fraud, both parties abide by their corporate and legal
responsibilities to this Agreement
