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SALES & PURCHASE CONTRACT NO: SALES AND PURCHASES CONTRACTSELLERADDPhone:FAX:MAIL:BUYERADD:Phone:FAX :Email:This contract is made by and between the buyer and seller whereby the Buyer as agent of agrees to buy and the Seller agrees to sell the under mentioned goods Processed Iron Ore Fines (xx.00% Basis/xx.00% Min), on the terms and conditions stated below: -CLAUSE 1 COMMODITYName Of CommodityCalibrated Iron Ore FinesCountry Of Origin IndiaPort Of LoadingPort Of Destination Xxxxx Port, IndiaXX Port, ChinaCLAUSE 2 DELIVERY PERIOD AND QUANTITYQuantityLaycanxx,000 WMT +/- 10%, at Buyers optionxxth, month xxth Month, 2009CLAUSE 3 SPECIFICATIONS CHEMICAL COMPOSITION ON DRY BASISFe xx.00% Basisxx.00%Min.SiO2x.x0 %Max.Al2O3x.x0%Max.P0.0x%Max.S0.0x%Max.Moisture (Free moisture loss at 105 degrees centigrade)x.00%Max.PHYSICAL COMPOSITION (ON Natural Basis):SIZEAbove xxmmBelow xxmmxx.00%xx.00%MaxMaxCLAUSE 4PRICEA) For Fe above and including xx.00%The base price shall be USD xx.xx per DMT FOB Stowed and Trimmed, Xxxxx Port, India on the basis of xx.xx% Fe content.B) For Fe below xx.00% and down to (xx.00-1.00)%The base price shall be USD xx.xx per DMT FOB Stowed and Trimmed, Xxxxx Port, India on the basis of xx.xx% Fe content.CLAUSE 5PRICE ADJUSTMENTA)For Fe Contenti) If Fe content exceeds xx.00%, a bonus at the rate of USDx.x0/DMT for every 1% increase shall be applied, fractions pro-rata. The basis price is USDxx.00ii) If Fe content below xx.00% and down to (xx.00-1) %, a bonus at the rate of USDx.x0/DMT for every 1% increase shall be applied, fractions pro-rata. iii) If Fe content is below (xx.00-1)%, Buyer has the right to reject the cargo or to renegotiate the price.B)For other chemical elementsIf the shipment does not meet any of the chemical specifications other than Fe provided in clause 3 as finally determined in accordance with the provisions of the clause 9, the base price shall be decreased as follows fraction prorata.i)For excess Silica At the rate of 5(five) US Cents per dry metric tonne for each 1.00% in excess of guaranteed maximum.ii)For excess Alumina At the rate of 5(five) US Cents per dry metric tonne for each 1.00% in excess of guaranteed maximum.iii)For excess PhosphorusAt the rate of 5(five) US Cents per dry metric tonne for each 0.01% in excess of guaranteed maximum.iv)For excess SulphurAt the rate of 5(five) US Cents per dry metric tonne for each 0.01% in excess of guaranteed maximum.C) For size penaltyUS$ 0.50 PER WMT on natural basis fraction pro rata shall be applied to the quantities of ORE above xxmm in excess of guaranteed maximum.US$ 0.50 PER WMT on natural basis fraction pro rata shall be applied to the quantities of ORE below xxmm in excess of guaranteed maximum.D) For moistureIf free moisture loss at 105 degrees centigrade as finally determined pursuant to the provisions of clause 9 exceed the guaranteed maximum referred to in clause 3, seller shall pay buyer: The full actual freight attributable to moisture over xx.00% for Fines. CLAUSE 6PAYMENTBuyer shall open, with a prime bank, through Sellers bank an irrevocable Letter of Credit in favour of Seller for an amount in US Dollar sufficient to cover for 100% of the FOB value of this shipment within 7 working days after signing of this contract. The opening Bank will also add that the telex is the operative instrument and no further confirmation is required. All banking charges outside opening bank shall be paid by the Seller. All the duties, levies, and taxes at the country of origin to the account of seller till the vessel gets loaded and sailed from the Loading Port.Sellers Bank Details:Name of the BankBank AddressBeneficiary A/C NameSWIFT CODEA)PROVISIONAL PAYMENTThe said L.C. shall be payable by opening bank against sellers sight draft for the amount of 98% (ninety eight percent) of the FOB value of this shipment accompanied by the documents as stipulated in clause 7. The certificate of weight issued by INTERTEK INDIA PRIVATE LIMITED. Or QUALITY SERVICES & SOLUTIONS (Goa) by survey of ships draft together with the certificate of quality and of the percentage of the free moisture loss at 105c issued by INTERTEK INDIA PRIVATE LIMITED or QUALITY SERVICES & SOLUTIONS (Goa) at load port shall be basis for sellers 98% invoice.B)FINAL PAYMENTThe balance due to the seller after provisional payment shall be made within LC against sellers final invoice in four duplicates. Sellers Invoice for 2% payment shall be based on CIQ report at discharge port as provided in clause 8 and clause 9 60 days after the cargo was fully discharged at the Discharging Port. Certificate of quality and Certificate of weight at Loading Port issued by INTERTEK INDIA PRIVATE LIMITED. Or QUALITY SERVICES & SOLUTIONS (Goa) shall be final for sellers 98% Invoice.Certificate of quality and Certificate of weight at discharge Port issued by CIQ shall be final for sellers 2% Invoice.CLAUSE 7DOCUMENTSSeller shall present despatch documents under the Letter of Credit for payment and negotiating/opening bankers release despatch documents to buyer only after payment of sellers invoice under the LC after verifying and satisfying themselves that the documents are strictly as per terms and conditions of the LC. Documents to be presented within 14 days after bill of lading date. The following documents are required:-A)Sellers signed invoice in one original and four copies indicating value of commodity shipped, name of carrying vessel, contract number, L/C number and B/L number.B)Full set of Clean on board ocean B/L in three original and four non-negotiable copies made out to order, blank endorsed marked Freight payable as per charter party notifying the party stipulated in the L/CC)Certificate of weight at the loading port in one original and three copies issued by INTERTEK INDIA PRIVATE LIMITED. Or QUALITY SERVICES & SOLUTIONS (Goa).D) Certificate of quality at the loading port in one original and three copies issued by INTERTEK INDIA PRIVATE LIMITED. Or QUALITY SERVICES & SOLUTIONS (Goa). showing actual result of the test of chemical composition and all other tests called for in the L/CE)Certificate of origin in one original and three copies issued by any chamber of commerce in India and indicated cargo of India original.F)Shipment advice within 2 working days after B/L date as per Clause 12.CLAUSE 8WEIGHINGAt the loading port seller at sellers expenses shall determine the weight of shipment of ore by draft survey. The weight of ore as ascertained and certified together with certificate of quality issued by INTERTEK INDIA PRIVATE LIMITED. Or QUALITY SERVICES & SOLUTIONS (Goa) shall be basis of sellers 98% invoice.Buyer shall, at buyers expense apply the Entry-Exit inspection & Quarantine of the Peoples republic of China (CIQ) for weighing at the discharging port.If no draft survey is performed at the discharging port, weight certificate at the loading port will be regarded as final for preparing 2% Sellers Invoice.CLAUSE 9SAMPLING AND ANALYSISAt the loading port seller shall at sellers expense, appoint INTERTEK INDIA PRIVATE LIMITED. Or QUALITY SERVICES & SOLUTIONS (Goa) to determine the specification of ore content in this shipment, and shall provide a certificate showing details of the determination and also the percentage of free moisture loss at 105 degree centigrade.At the port of discharge CIQ shall sample from this shipment and divide into three parts, one for buyer, the second for seller and the third for possible umpire analysis which shall be sealed and kept with CIQ.CIQ shall analyse the sample for buyer and within 60 days of discharge issue a certificate showing the percentage of chemical composition, the percentage of free moisture loss at 105 degree centigrade and the relevant screen analysis. CIQs analysis shall be final for preparing 2% Invoice.If no determination of analysis is exercised at the discharging port or the certificate of weight and quality issued by CIQ is not received by Seller 60 days from the date of completion of discharge of cargo, certificate of quality at the loading port shall be conclusive as to specification of ore for preparing 2% Invoice.The weight, sampling and chemical analysis, moisture determination and screen analysis performed at the discharging port by CIQ shall be for buyers account. Buyer if felt necessary, would depute their representative or nominate agency at their cost to witness operations at the loading port(s). Similar facility would be extended to Seller at the discharging port(s).If the difference in percentage of Fe content between Buyers and Sellers analysis is more than 0.5% or if there exists a significant difference between the two said analysis in respect of any one or more chemical contents other than Fe and physical properties, seller shall consult with buyer to reconcile such differences. If after consultation between seller and buyer the difference cannot be reconciled then at the request of seller, the sample for umpire shall be analysed by an umpire agreed between buyer and seller and the certificate of analysis issued by such umpire shall be final for Fe or relevant chemical content. The cost of umpire analysis shall be equally borne by both parties.CLAUSE 10SHIPMENTShipment of the ore shall be effected by vessels which Buyer will charter and supply by mutual agreement. Buyer shall charter vessels capable of loading full cargo according to Load Port Rules.For shipment, Buyer shall notify Seller of 1). The name of vessel, 2). Quantity of the ore to be loaded, 3). Way of loading and 4). Estimated time of arrival (ETA) at Loading Port. Buyer shall nominate a performing vessel to Seller and Seller shall confirm acceptance of the vessel within one working day after receipt of Buyers nomination.The buyer shall arrange for the master of the vessel to notify seller three notices of the ETA of the vessel at the loading port. The first of such notice will be given 8(EIGHT) days prior to the ETA of the vessel, the second to be given 48(Forty Eight) hours prior to the ETA and the third to be given 24(Twenty Four) hours prior to the ETA.CLAUSE 11LOADING TERMS AND CONDITIONSSeller shall deliver to buyer in bulk, seaworthy trimmed, alongside Sellers wharf/anchorage vessel being always afloat to a maximum permissible draft, when fully loaded at the place of loading. Seller engages to load the vessel as fast as possible, taking full advantage of all technical facilities and shall load iron ore aboard the vessel at the average rate of 6,000 WMT per weather working day of twenty-four (24) consecutive hours Saturdays, Sundays and Holidays included basis Notice of readiness to load shall be tendered with clean holds & hatch open and ready in all respect to load at any time day or night Saturdays, Sundays and Holidays included (ATDN SSHINC) after vessel arrives at loading port.Laytime for loading shall commence 12 running hours after tendering of notice of readiness unless used, if used , actual time used to count. In case loading has to be interrupted due to reasons of responsibility of the vessel, such time lost shall not count as Laytime. DEMURRAGE / DESPATCHDemurrage will be US$ 6,000 per day pro rata.Despatch will be US$ 3,000 per day pro rata.Settlement of demurrage and despatch money shall be made in U.S. dollar within thirty days (30) from the date of B/L on submission of despatch/demurrage calculation. CLAUSE 12ADVICE OF SHIPMENTSeller shall, after completion of loading at the loading port, advice Buyer within Two (2) working days after B/L date by fax of the contract number, L/C number, name of commodity, approximate invoice value, gross and dry weight, name of vessel, loading port and B/L date at the loading port.CLAUSE 13INSURANCEInsurance for Iron Ore Fines shall be covered by Buyer from the time that Iron Ore Fines is loaded on vessel. For this purpose seller has to fulfil the clause No 12 without fail and delay.CLAUSE 14FORCE MAJEUREIf at any time during the existence of this contract either party is unable to perform whole or in part any obligation under this contract, because of war, hostility, military operation of any character, civil commotions, sabotage, quarantine restriction, acts of Government, fire, floods, explosions, epidemics, strikes or other labour trouble, embargoes, and any other matter beyond human control/capability, then the date of any obligation shall be postponed during the time when such circumstances are operative.Any waiver/extension of time in respect of the delivery of any instalment or part of the goods shall not be deemed to be waiver/extension of time in respect of the remaining deliveries.If operation of such circumstances exceeds three months, either party will have the right to refuse further performance of the contract in which case neither party shall have the right to claim eventual damages. The party which, is unable to full-fill its obligations under the present contract must within 15 (fifteen) days of occurrence of any of the causes mentioned in this clause shall inform the other party of the existence of termination of the circumstances preventing the performance of the contract. Certificate issued by a Chamber of Commerce or any other competent authority connected with the cause in the country of the seller or the buyer shall be sufficient proof of the existence of the above circumstances and their duration.CLAUSE 15ARBITRATIONAny dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules.Arbitration may be initiated by any party hereto giving thirty (30) days previous notice in writing to the others of commencement of arbitration proceedings, and thereupon, a Board of Three (3) Arbitrators shall be appointed. One Arbitrator shall be chosen by Seller, one by Buyer, and third by the two so chosen.If either party shall fail to choose an Arbitrator within fourteen (14) days after receiving notice of commencement of arbitration proceedings, or if the two (2) Arbitrators so selected shall fail to or cannot agree upon a third Arbitrator within fourteen (14) days after they have been chosen, the two arbitrators shall upon the request of either party, appoint an Arbitrator or Arbitrators required to complete the Board.The decision of the majority of the Arbitrators shall be final and binding upon all parties and be reached with all due expediency but, in any event, not later than forty-five (45) days following commencement of arbitration proceedings or such longer period as may be agreed upon by the Board and the parties. The expenses of arbitration shall be borne by the losing Party.CLAUSE 16LOSS OF CARGOIn the even of partial loss of cargo, the Bill of Lading weight and the analysis carried out by Buyer on the cargo discharged shall be treated as final and shall from the basis of final invoicing and payment. In the event of total loss of cargo, the analysis and the weight as determined at the loading port shall be treated as final and shall be used for final invoicing and payment.CLAUSE 17TITLE